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-{"_id": "ADBE20230004", "title": "ADBE OVERVIEW", "text": "Adobe is a global technology company with a mission to change the world through personalized digital experiences. For over four decades, Adobe\u2019s innovations have transformed how individuals, teams, businesses, enterprises, institutions, and governments engage and interact across all types of media. Our products, services and solutions are used around the world to imagine, create, manage, deliver, measure, optimize and engage with content across surfaces and fuel digital experiences. We have a diverse user base that includes consumers, communicators, creative professionals, developers, students, small and medium businesses and enterprises. We are also empowering creators by putting the power of artificial intelligence (\u201cAI\u201d) in their hands, and doing so in ways we believe are responsible. Our products and services help unleash creativity, accelerate document productivity and power businesses in a digital world."}
-{"_id": "ADBE20230006", "title": "ADBE OFFERINGS", "text": "We deliver a wide range of products, services and solutions to empower our customers and users to imagine and express ideas, create content and bring any digital experience to life. We focus our strategic investments in two areas of growth:"}
-{"_id": "ADBE20230007", "title": "ADBE OFFERINGS", "text": "Digital Media. We provide products, services and solutions that enable individuals, teams, businesses and enterprises to create, publish and promote their content anywhere, and accelerate their productivity by transforming how they view, share, engage with and collaborate on documents and content creation. Our Digital Media segment is centered around Adobe Creative Cloud and Adobe Document Cloud, which include Adobe Express, Adobe Firefly, Photoshop, Illustrator, Lightroom, Premiere Pro, Acrobat, Acrobat Sign and many more products, offering a variety of tools for creative professionals (like photographers, video editors and game developers), communicators and other consumers. This is the core of what we have delivered to customers and users for decades, and we have continually evolved and expanded our Digital Media business model to provide our customers and users with a range of flexible solutions to help them reach their full creative potential."}
-{"_id": "ADBE20230008", "title": "ADBE OFFERINGS", "text": "Digital Experience. We provide an integrated platform and set of products, services and solutions through Adobe Experience Cloud that enable businesses to create, manage, execute, measure, monetize and optimize customer experiences spanning from analytics to commerce. Our customers include marketers, advertisers, agencies, publishers, merchandisers, merchants, web analysts, data scientists, developers and executives across the C-suite. The foundation of our offering is Adobe Experience Platform, which provides businesses and brands with an open and extensible system for customer experience management that transforms customer data into robust customer profiles that update in real time and uses insights to deliver personalized digital experiences across various channels."}
-{"_id": "ADBE20230010", "title": "ADBE OFFERINGS", "text": "We offer a comprehensive suite of products, services and solutions to our customers and users in our Digital Media business and Digital Experience business. In addition, our Adobe GenStudio solution bundles together certain Digital Media"}
-{"_id": "ADBE20230011", "title": "ADBE OFFERINGS", "text": "and Digital Experience products across Creative Cloud and Adobe Experience Cloud, allowing businesses to simplify their content supply chain process with generative AI capabilities and intelligent automation. We believe we are positioned to compete well in both the Digital Media and Digital Experience strategic areas where our mission to change the world through personalized digital experiences has never been more relevant as people seek new ways to create, collaborate and communicate and businesses continue to invest in digital transformation."}
-{"_id": "ADBE20230016", "title": "ADBE SEGMENTS", "text": "Our business is organized into three reportable segments: \u2022Digital Media; \u2022Digital Experience; and \u2022Publishing and Advertising."}
-{"_id": "ADBE20230017", "title": "ADBE SEGMENTS", "text": "These segments provide Adobe\u2019s senior management with a comprehensive financial view of our key businesses. Our segments are aligned around our two strategic growth opportunities further described below, and our legacy products, services and solutions are contained within the third segment, Publishing and Advertising."}
-{"_id": "ADBE20230019", "title": "ADBE MARKET OVERVIEW", "text": "This overview provides an explanation of our markets and a discussion of strategic opportunities in fiscal 2024 and beyond for each of our segments. See the section titled \u201cResults of Operations\u201d in Part II, Item 7 titled \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and Note 2 of our Notes to Consolidated Financial Statements of this report for further segment information."}
-{"_id": "ADBE20230022", "title": "ADBE Opportunity", "text": "In today\u2019s digital world, content and digital documents are fueling the global economy, and productivity, design and creativity have never been more relevant, providing a significant market opportunity for Adobe in digital media. Everyone has a story to tell and needs products and services at their fingertips to tell those stories on an ever-increasing number of canvases. AI- and generative AI-powered technologies are increasing this opportunity by growing the demand for and production of content. This shift is changing how creative professionals work by accelerating their processes, increasing their productivity, and allowing them to explore and create in new fields, while empowering new creators by dramatically lowering barriers to creativity. At the same time, creativity is increasingly a team sport that is redefining productivity, making quick and easy collaboration even more critical to every company\u2019s success. Adobe is driving the innovation to shape these trends, democratize creativity, empower individuals to create wherever inspiration strikes and enable more effective collaboration between creators and stakeholders."}
-{"_id": "ADBE20230023", "title": "ADBE Opportunity", "text": "The flagship of our Digital Media business is Adobe Creative Cloud, a subscription service that allows subscribers to use our creative products integrated with cloud-delivered services across various surfaces and platforms. We believe in creativity for all, and Creative Cloud addresses the needs of all content creators, from creative professionals, such as artists, designers, developers, students, and administrators, to knowledge workers, marketers, educators, enthusiasts, communicators, and consumers. Our customers rely on our products for content creation, photo editing, design, video and animation production, mobile application (\u201capp\u201d) and gaming development, and more. Customers can choose between the speed and ease of Adobe Express, our AI- and template-first, task-based web and mobile app, or the greater power and precision of our flagship Creative Cloud apps. We believe we have significant opportunities to grow our Digital Media business by advancing every creative category across all surfaces; expanding content-first, task-based creativity with Adobe Express; enabling seamless collaboration across all stakeholders; inspiring the creative community through sharing and monetization; and expanding the user base of our tools through the infusion of AI into our products, services and solutions to enable users of any skill level to easily and efficiently create content using tools like Adobe Express while also enhancing the power and AI capabilities of our flagship apps for creative professionals."}
-{"_id": "ADBE20230025", "title": "ADBE Opportunity", "text": "Our Digital Media segment includes our Adobe Document Cloud business, a unified, cloud-based document services platform that integrates Adobe\u2019s pioneering PDF technology with our Acrobat and Acrobat Sign apps to deliver fully digital document workflows across all surfaces. We have the opportunity to continue to accelerate document productivity with Adobe Document Cloud and transform how people view, share, collaborate, and engage with documents. Trillions of PDF documents are created every year, reflecting the important role PDF plays globally. There are hundreds of millions of users who engage with PDF files on a daily basis in industries such as legal, financial services, and publishing, as well as a broad array of"}
-{"_id": "ADBE20230026", "title": "ADBE Opportunity", "text": "communicators and Acrobat Reader customers who use the expanded capabilities provided by our Acrobat apps and the document services platform in Document Cloud."}
-{"_id": "ADBE20230028", "title": "ADBE Strategy", "text": "Our goal for our Digital Media business is to be a leading platform for creativity and digital document solutions, where we offer a range of products and services that allow anyone to design and deliver content seamlessly. We aim to achieve this goal by using data-driven customer engagement, driving product-led growth to allow our customers to create content and interact with documents in ways that are more frictionless, efficient and accessible, and meeting customer needs holistically to increase the value they derive from our services."}
-{"_id": "ADBE20230029", "title": "ADBE Strategy", "text": "We are redefining the creative process with Creative Cloud to unleash everyone\u2019s ability to imagine and express ideas. We are empowering anyone, including novice content creators, communicators and creative professionals, to create, edit, schedule and share content quickly and easily using Adobe Express, which employs capabilities from products like Photoshop, Premiere Pro and Acrobat to deliver the best of Adobe to customers at any level. We continue to integrate collaboration capabilities into our apps and workflows such as our native integration of Frame.io\u2019s review and approval capabilities into Premiere Pro, After Effects, Adobe Illustrator and Adobe InDesign. We are expanding the capabilities of Creative Cloud on the web with the launch of Adobe Firefly and Photoshop on the web. We are also infusing AI into our creative apps as a co-pilot to help our customers and users work faster and smarter, with new models for images and vector graphics, and AI-powered video features natively integrated into our flagship products like Photoshop, Illustrator, and Premiere Pro. We are building our own foundation models in areas where we have domain expertise and which we believe are most relevant to our customers. Developing our own foundation models enables us to design Firefly to be commercially safe and in line with our AI Ethics principles of accountability, responsibility and transparency. In fiscal 2023, we introduced other innovations, such as new Adobe Firefly models, Text-Based Editing in Premiere Pro, Generative Fill and Generative Expand in Photoshop, Generative Recolor in Illustrator and Text to Image and Text Effects in Adobe Express."}
-{"_id": "ADBE20230030", "title": "ADBE Strategy", "text": "We are pursuing new ways to inspire, empower and connect the creative community, such as through our Create Change series, our creative residency program, and supporting live, interactive tutorials with creators on Behance. We also offer a range of other creative products and services, including libraries of creative assets, such as Adobe Stock and Adobe Fonts, mobile-first apps, such as Lightroom Mobile, and Creative Cloud Libraries, a central place for users to store their assets. Further descriptions of our Digital Media products are included below under \u201cPrincipal Products, Services and Solutions.\u201d"}
-{"_id": "ADBE20230031", "title": "ADBE Strategy", "text": "In our Creative Cloud business, we employ our product-led growth strategy to minimize the friction of customer interactions and drive positive product experiences, which results in increasing customer adoption, usage, conversion, expansion and loyalty. We also continue to employ a pricing strategy, as appropriate, to migrate our customers to higher-value offerings as well as attract past customers and potential users to try out our products and ultimately subscribe. We use a data-driven operating model and our Adobe Experience Cloud solutions to drive and optimize customer awareness, engagement and licensing of our creative products and services at every stop of the customer journey through our website and across other channels. Adobe.com is the central destination where we engage individual and small business customers to sign up for and renew Creative Cloud subscriptions. Our customers have the flexibility to subscribe to over twenty of our Creative Cloud products through a single subscription or, for many of our apps, through various collections of our individual subscriptions to point products. To better serve our current users and potential users, we offer free and premium levels for certain apps, such as Adobe Firefly and Adobe Express, and targeted packages and suites, such as our Photography Plan and Substance 3D Collection. Our generative AI capabilities are increasing the value of our existing subscription products, expanding our potential customer base and increasing engagement and retention through Generative Credits\u2014credits that provide users and subscribers the ability to generate content with Firefly. The collaboration features across many of our products, such as in Photoshop on the web and Frame.io, help us to further expand our universe of customers beyond creative professionals to other stakeholders who use our products for review and approval, copywriting, social media marketing or other social content creation. We utilize channel partners to target mid-size creative customers with our Creative Cloud for Teams offering. Our direct sales force is focused on building relationships with our largest customers and driving adoption of our Creative Cloud for Enterprise offering. Overall, our strategy with Creative Cloud is designed to enable us to increase our revenue with existing customers, attract new customers and grow a recurring and predictable revenue stream that is recognized ratably."}
-{"_id": "ADBE20230033", "title": "ADBE Strategy", "text": "In our Adobe Document Cloud business, we expect to drive sustained long-term revenue growth through an expansion of our customer base by continuing to employ our product-led growth strategy, deliver the best PDF experience on and across every platform, improve Acrobat web\u2019s functionality and ease of use, and expand the number of digital document and workflow-based actions in Acrobat. We are driving innovation with Adobe Sensei, our cross-platform AI and machine learning technology, to make documents more intelligent and responsive. We are unlocking business workflows through PDF and Acrobat Sign Application Programming Interfaces (\u201cAPIs\u201d), accelerating Document Cloud adoption through digital and direct sales, and deploying diversified go-to-market motions to reach all industries and businesses of all sizes. With over 50 million"}
-{"_id": "ADBE20230034", "title": "ADBE Strategy", "text": "online searches for PDF-related actions per month, we intend to harness that demand and attract new users and customers to our Document Cloud services through Acrobat web, which allows anyone to quickly access tools to create, edit, convert, sign and compress PDFs through their web browser. As with our Creative Cloud strategy, we utilize a data-driven operating model to market our Document Cloud solutions and optimize our subscription-based pricing for individuals as well as small and medium businesses, large enterprises, and government institutions around the world. We utilize our corporate and volume licensing programs to increase our reach in our key markets and are continuing to focus on marketing and licensing Acrobat in targeted vertical markets such as education, financial services, telecommunications and government, and on expanding into emerging markets. We will continue to engage in strategic partnerships to help expand our distribution reach and drive the enterprise business."}
-{"_id": "ADBE20230035", "title": "ADBE Strategy", "text": "As our Document Cloud customers increasingly expect business processes to be seamless across surfaces and the web, we are expanding our Document Cloud capabilities to meet this need. Acrobat Reader is available on mobile, and features AI-powered \u201cLiquid Mode\u201d to automatically reformat PDFs for quick navigation and easier consumption on smaller screens. Acrobat is available on the web, delivering quick results for common PDF actions with a single click. Adobe Scan powers mobile devices with scanning capabilities, transforming paper documents into full-featured PDFs. Acrobat Sign also provides a green alternative to costly, paper-based solutions and offers a convenient solution for customers to digitally manage their documents, automate processes and contract workflows, and is integrated into Acrobat across all surfaces. By using Adobe Sensei to enhance customer experiences and adding new capabilities to Acrobat, Adobe Scan and Acrobat Sign, we help our customers and users continue to migrate away from paper-based processes and adopt our solutions for personalized, digital document experiences, growing our revenue with this business in the process."}
-{"_id": "ADBE20230038", "title": "ADBE Opportunity", "text": "Consumers today buy experiences, not just products, and they demand personalized digital experiences that are relevant, engaging, seamless and secure across an ever-expanding range of channels and surfaces. Business customers increasingly have the same expectations, driving business-to-business (\u201cB2B\u201d) companies to deliver equally engaging and seamless experiences as business-to-consumer (\u201cB2C\u201d) companies. With AI-powered automation and personalization, people and brands will increasingly stand out through unique creative expression, and the future of experiences across industries and everyday life will become increasingly personalized. Delivering the best, personalized experience to a consumer at a given moment requires the right combination of data, insights and content across multiple channels in real time and at scale. We have a strategic opportunity to provide solutions that enable real-time personalization at scale and accelerate our customers\u2019 content supply chain, with a streamlined and coordinated process from content ideation through deployment and measurement and optimization. Marketing is also increasingly evolving from a centralized discipline to a multi-practitioner, cross-functional, collaborative field, and marketing and IT teams are looking for a return on investment to demonstrate the business impact of their transformation initiatives."}
-{"_id": "ADBE20230039", "title": "ADBE Opportunity", "text": "Adobe Experience Cloud is powering digital businesses by helping them provide exceptional personalized experiences to their customers via a comprehensive suite of solutions. Addressing the challenges of customer experience management is a large and growing opportunity and we are in position to help businesses and enterprises invest in solutions that aid their goals to transform how they engage with their customers and constituents digitally."}
-{"_id": "ADBE20230041", "title": "ADBE Strategy", "text": "Our goal is to be a leading provider of cloud-based solutions for delivering digital experiences and enabling digital transformation. The Adobe Experience Cloud apps and services are designed to manage customer journeys, enable personalized experiences at scale and deliver intelligence for businesses of any size in any industry. The Adobe Experience Platform further strengthens our differentiation by offering a way to connect our comprehensive set of solutions. Further descriptions of our Digital Experience products are included below under \u201cPrincipal Products, Services and Solutions.\u201d"}
-{"_id": "ADBE20230047", "title": "ADBE Strategy", "text": "Adobe Experience Cloud delivers solutions for our customers across the following strategic growth pillars: \u2022Data insights and audiences. Our products, including Adobe Analytics, Customer Journey Analytics, Adobe Product Analytics, and our Real-time Customer Data Platform, deliver actionable data in real time to provide highly tailored and adaptive experiences across platforms. \u2022Content and commerce. Our products help customers manage, deliver, monetize, and optimize content delivery through Adobe Experience Manager and build multi-channel commerce experiences for B2B and B2C customers on a single platform with Adobe Commerce. \u2022Customer journeys. Our products help businesses manage, test, target and personalize customer journeys delivered as campaigns across B2B and B2C use cases, including through Adobe Marketo Engage, Adobe Campaign, Adobe Target and Adobe Journey Optimizer. \u2022Marketing planning and workflow. Our products help businesses intelligently measure, optimize, and plan marketing investments through the Adobe Mix Modeler, and allow businesses to strategically plan, manage, collaborate, and execute on workflows for marketing campaigns and other projects at speed and scale with our enterprise work management app, Adobe Workfront."}
-{"_id": "ADBE20230048", "title": "ADBE Strategy", "text": "Our goal is to deploy our capabilities to help enterprises generate highly engaging experiences, enable content creators to enhance creativity and scale content production, and provide marketing strategists with recommendations to improve marketing strategy and enhance the delivery of personalized customer journeys. We believe innovations like Adobe Sensei and Adobe Sensei GenAI\u2014our collection of natively embedded AI services in Adobe Experience Cloud that enable the delivery of more relevant and personalized customer journeys\u2014enhance the delivery and personalization of digital experiences. Adobe Experience Cloud offers domain-specific AI services in areas such as attribution and automated insights, customer journey management, lead management, sentiment analysis, one-click personalization, enhanced anomaly detection and more that work with Adobe Experience Platform to augment our Experience Cloud product offerings. We are also building generative AI into our Adobe Experience Cloud product offerings, such as the updated Adobe Experience Manager. By building on these features and capabilities, we increase the value we provide our customers and create a competitive differentiation in the market."}
-{"_id": "ADBE20230049", "title": "ADBE Strategy", "text": "Adobe Experience Cloud offers an open platform and ecosystem through the Adobe Experience Platform. Adobe Experience Platform\u2019s open system transforms user data from across Adobe solutions and third-party software into robust customer profiles. Adobe customer profiles are updated in real time and include AI-driven insights, allowing a brand to deliver the right customer experiences across channels. This open architecture offers scalability with a wide variety of supporting products and services empowers users to quickly develop innovative apps to interact with customers and enables a broad industry ecosystem."}
-{"_id": "ADBE20230050", "title": "ADBE Strategy", "text": "To drive growth of Adobe Experience Cloud, we focus on delivering customer engagement, growth within existing customer accounts, product differentiation and the best customer experience management solutions for B2B and B2C buyers across enterprise and mid-market segments. Within our established base of customers, we intend to pursue growth through a scaled go-to-market approach focused on C-suite partnerships, transformational accounts, continued customer acquisition, customer value realization and solution expansion. We utilize a direct sales force to market and license our Experience Cloud solutions, as well as an extensive ecosystem of partners, including marketing agencies, systems integrators and independent software vendors that help license and deploy our solutions to their customers. We also maintain several strategic partnerships with other technology companies that allow us to increase our market reach. We have made significant investments to broaden the scale and size of all these routes to market and believe these investments will result in continued growth in revenue in our Digital Experience segment in fiscal 2024 and beyond."}
-{"_id": "ADBE20230052", "title": "ADBE Publishing and Advertising", "text": "Our Publishing and Advertising segment contains legacy products and services that address diverse market opportunities including eLearning solutions, technical document publishing, web conferencing, document and forms platform, web app development, high-end printing and our Adobe Advertising offerings. Graphics professionals and professional publishers continue to require quality, reliability and efficiency in production printing, and our Adobe PostScript and Adobe PDF printing technologies provide advanced functionality to meet the sophisticated requirements of this marketplace. As high-end printing systems evolve and transition to fully digital, composite workflows, we believe we are well positioned to be a supplier of software and technology based on the Adobe PostScript and Adobe PDF standards for this industry."}
-{"_id": "ADBE20230053", "title": "ADBE Publishing and Advertising", "text": "Adobe Advertising delivers an end-to-end, demand-side platform for managing advertising across digital formats and simplifies the delivery of video, display and search advertising across channels and screens."}
-{"_id": "ADBE20230055", "title": "ADBE Publishing and Advertising", "text": "We generate revenue in our legacy Publishing products and services by licensing our technology to original equipment manufacturers that manufacture workflow software, printers and other output devices, and we generally generate revenue in Advertising through usage-based offerings."}
-{"_id": "ADBE20230058", "title": "ADBE Overview", "text": "We participate in a rapidly evolving, highly competitive global environment, where our competitors vary by industries and range from large multinational enterprises to smaller entities with specialized and focused product offerings. Across our business, we recognize hundreds of competitors worldwide. The markets for our products and services are characterized by new industry standards, evolving distribution models, rapid technology innovation, frequent product introductions and short product life cycles. Our future success will depend on our ability to enhance our existing products, services and solutions and introduce new ones on a timely and cost-effective basis, accurately predict and meet changing customer needs, provide best-in-class information security to build customer confidence and combat cyber-attacks, extend our core technologies into new apps and anticipate emerging standards, business models, software delivery methods and other technological changes."}
-{"_id": "ADBE20230059", "title": "ADBE Overview", "text": "A summary of the competitive environment for each of our business segments is included below. See the section titled \u201cRisk Factors\u201d contained in Part 1, Item 1A of this report for additional information regarding risks related to competition."}
-{"_id": "ADBE20230070", "title": "ADBE Digital Media", "text": "Our Digital Media segment faces competition from large, established companies as well as a variety of point offerings, free products, websites, downloadable apps and other products and offerings. We compete in a rapidly evolving and growing market and face significant direct or indirect competition from: \u2022software companies and AI companies; \u2022device, hardware and camera manufacturers, including those that integrate software for digital media, such as photo and video; \u2022proprietary and open-source web-authoring tools; \u2022mobile-first apps; \u2022web native tools and platforms; \u2022social media platforms that provide digital media offerings, including editing capabilities; \u2022providers of stock content; \u2022digital document creation, storage, collaboration and signing providers; and \u2022operating system developers that integrate digital media document viewers and markup features with their operating systems."}
-{"_id": "ADBE20230082", "title": "ADBE Digital Media", "text": "We believe competitive factors in our markets include: \u2022brand, product features and functionalities; \u2022integration with related tools, third-party apps and workflows; \u2022the intuitiveness and visual appeal of user interfaces; \u2022demonstrable cost-effective benefits to customers; \u2022pricing; \u2022the flexibility of services to match changing business demands; \u2022usability and accessibility across surfaces and platforms; \u2022success in educating customers in how to utilize services effectively; \u2022the ability to create and use AI models and integrate AI capabilities for digital media generation and editing; and \u2022responsible and secure data handling and storage protocols."}
-{"_id": "ADBE20230083", "title": "ADBE Digital Media", "text": "We attract customers in this segment through our broad and comprehensive array of products and services, which are powerful, standalone tools that also work well together and complement one another as part of Creative Cloud or Document Cloud. With Creative Cloud, we believe we compete well with our features and functionality, AI models, ease of use, product reliability, value and performance characteristics. With Adobe Firefly, we believe we compete well by offering generative AI capabilities that are natively integrated into our products and designed to be safe for commercial use. With Adobe Express, we believe we compete well by making our creative technologies accessible to a wide audience and enabling easy-to-use, efficient content creation, collaboration and sharing for quick projects. With Document Cloud, we believe we compete well through our PDF offerings, features and functionalities that are critical tools for millions of business communicators, and our brand."}
-{"_id": "ADBE20230090", "title": "ADBE Digital Experience", "text": "Our Digital Experience segment competes in markets that are growing and evolving rapidly and characterized by intense competition. Our Adobe Experience Cloud solutions face competition from: \u2022large, established companies, including large enterprise software, internet and database management companies; \u2022point product solutions and focused companies; \u2022new companies constantly entering the digital experience markets; \u2022companies that provide Software-as-a-Service (\u201cSaaS\u201d) solutions to customers, generally through the web and software that is installed by customers directly on their servers; and \u2022customers\u2019 or potential customers\u2019 internally-developed apps."}
-{"_id": "ADBE20230106", "title": "ADBE Digital Experience", "text": "We believe competitive factors in our markets include: \u2022the proven performance, security, scalability, flexibility and reliability of services; \u2022the strategic relationships and integration with third-party apps; \u2022the intuitiveness and visual appeal of user interfaces; \u2022demonstrable cost-effective benefits to customers; \u2022pricing; \u2022the flexibility of services to match changing business demands; \u2022enterprise-level customer service and training; \u2022brand; \u2022data governance features and functionality; \u2022the usability of services; \u2022real-time data and reporting; \u2022independence from portals and search engines; \u2022the ability to deploy the services globally; \u2022success in educating customers in how to utilize services effectively; and \u2022the integration and customization of high-quality AI models and the ability to customize and use such AI models."}
-{"_id": "ADBE20230120", "title": "ADBE Digital Experience", "text": "We believe we compete well with our enterprise and low-cost alternatives based on many of these competitive factors, including: \u2022our strong feature set; \u2022the breadth of our offerings, which work well together and complement one another as part of Adobe Experience Cloud; \u2022our focus on global, multi-brand companies; \u2022provision of AI through Adobe Sensei AI services; \u2022our intuitive user experience; \u2022tools for building multi-screen; \u2022tools for managing data across apps and geographies; \u2022cross-channel apps; \u2022standards-based architecture; \u2022scalability; \u2022connecting content creation with digital experience delivery, personalization and optimization; and \u2022performance."}
-{"_id": "ADBE20230122", "title": "ADBE Publishing and Advertising", "text": "Our Publishing and Advertising segment faces competition from large-scale publishing systems and Extensible Markup Language-based publishing companies and smaller desktop-publishing products. Our web conferencing product faces competition from a number of established products from other large software companies. Competition involves a number of factors, including product features, ease-of-use, the level of customization and integration supported, the number of hardware platforms supported, service and price. We believe we can successfully compete based upon the quality and features of our products, their complementarity with our Creative Cloud, Document Cloud and Digital Experience products and our strong brand among users."}
-{"_id": "ADBE20230126", "title": "ADBE Creative Cloud", "text": "Adobe Creative Cloud is a cloud-based subscription to a collection of apps that enables creative professionals and enthusiasts alike to express themselves and collaborate with apps and services for photography, design, video, social media, and more that connect across surfaces, platforms and geographies. Subscribers have access to cloud storage to easily sync, access, collaborate and share their work, files and assets."}
-{"_id": "ADBE20230127", "title": "ADBE Creative Cloud", "text": "Creative Cloud paid plans include the Adobe Firefly web app, the premium version of Adobe Express, and AI-powered features natively integrated throughout Photoshop, Illustrator and Premiere Pro. Creative Cloud, Adobe Firefly, and Adobe Express paid plans include a monthly allocation of Generative Credits, which are tokens that enable subscribers to use our generative AI features to generate content using text-based prompts. All apps listed below and many more are available through subscriptions to Creative Cloud (except Substance 3D apps, which are sold separately through the Adobe Substance 3D Collection plan). The Creative Cloud All Apps subscription offering includes Adobe Acrobat for creating, converting and editing PDFs, which is also available as a standalone product on Adobe.com. Many of our apps are also available as a point product subscription."}
-{"_id": "ADBE20230130", "title": "ADBE Adobe Photoshop and Adobe Lightroom", "text": "Adobe Photoshop is the world\u2019s most advanced digital imaging and design app, with powerful editing and effects tools to transform photos. It is available on desktop, iPad and through a web version. Features introduced in fiscal 2023 include Generative Fill and Generative Expand, which allow customers to use text prompts to quickly create, add to, remove, or replace images, or expand the borders of an existing image with AI-generated content without leaving Adobe Photoshop. Adobe Lightroom is our cloud-based photo service that allows subscribers to edit, organize, store and share photos across desktop, tablet, mobile devices and the web. Features introduced in fiscal 2023 include Lens Blur to blur the background or foreground by making a depth map of the photo using Adobe Sensei, the Denoise feature to remove noise in RAW photos and People Masking features to automatically select and edit facial hair and clothing. In addition to individual subscriptions to Photoshop and Lightroom, we offer a Photography Plan, which is a more limited cloud-based offering than Creative Cloud, targeted at photographers and photo enthusiasts and includes Photoshop, Lightroom and Lightroom Classic."}
-{"_id": "ADBE20230132", "title": "ADBE Adobe Illustrator and Adobe Fresco", "text": "Adobe Illustrator is our industry-standard vector graphics app for desktop and iPad used worldwide by designers of all types who want to create digital graphics and illustrations for all kinds of media\u2014print, web, interactive, video and mobile\u2014from web and mobile graphics to product packaging to book illustrations and billboards. Features introduced in fiscal 2023 include Generative Recolor, which enables users to generate different color palettes using text prompts and apply them to their illustrations. Adobe Fresco is our illustration app, available as a free or premium version on various surfaces, that brings together the world\u2019s largest collection of vector and raster brushes and Live Brushes, powered by Adobe Sensei, to deliver a natural painting and drawing experience."}
-{"_id": "ADBE20230134", "title": "ADBE Adobe Premiere Pro", "text": "Adobe Premiere Pro is a nonlinear video editing app used by filmmakers, TV editors, YouTubers and videographers. Customers can import and combine various types of media, from video shot on a mobile device to 8K to virtual reality, and then edit in its native format without transcoding. Automated tools and workflows for color, graphics, audio and immersive 360/VR make the editing process more efficient. Premiere Pro offers Text-Based Editing, which allows users to review transcripts or search for keywords to find and edit the right content faster."}
-{"_id": "ADBE20230136", "title": "ADBE Adobe After Effects", "text": "Adobe After Effects is our industry-standard motion graphics and visual effects app used by a wide variety of animators, designers and compositors to create cinematic movie titles, add effects and create animations. With an AI-enhanced Roto Brush, users can cut out objects from footage faster and more accurately than ever. After Effects works together seamlessly with other Adobe apps such as Premiere Pro, Photoshop, Illustrator and Adobe Audition, as well as third party software and hardware partners."}
-{"_id": "ADBE20230138", "title": "ADBE Adobe InDesign", "text": "Adobe InDesign is a design and layout app for print and digital media. Our customers use it to create, preflight and publish a broad range of content including books, eBooks, digital magazines, posters and interactive PDFs for print, online and tablet app delivery. Tight integration with other Adobe offerings such as Photoshop, Illustrator, Acrobat, Adobe Stock, Adobe InCopy and Adobe Experience Manager expands InDesign\u2019s capabilities and allows customers to collaborate and share content, fonts and graphics across projects. Customers can also access Adobe\u2019s digital publishing capabilities from within InDesign to create and publish engaging apps for a broad range of surfaces."}
-{"_id": "ADBE20230140", "title": "ADBE Adobe Express", "text": "Adobe Express is our all-in-one creativity app with an array of AI-first capabilities directed towards first-time creators and communicators that enables easy-to-use video, marketing, and social content creation. Users can easily design high-impact design elements, engaging videos and images, resumes, PDFs, animation and content ready for Instagram, TikTok and other social channels and platforms. The app features guided tools, one-click solutions for quick projects, simple drag and drop functions, collaboration tools, thousands of templates and access to more than 20,000 fonts and the entire Adobe Stock photo collection, and allows users to easily plan, schedule, preview, and publish content all from one place. Firefly integrated into Adobe Express makes it possible to quickly generate custom images and text effects from text prompts in over 100 languages and is designed to be commercially safe. Adobe Express includes both free and premium features. With Adobe Express, Premium Creative Cloud subscribers can easily access, edit and work with creative assets from Photoshop and Adobe Illustrator directly, or add linked files into Adobe Express that always stay in sync across apps."}
-{"_id": "ADBE20230143", "title": "ADBE Adobe Firefly", "text": "Adobe Firefly is our family of creative generative AI models and standalone web app for exploring AI-assisted creative expression. Firefly\u2019s foundation generative AI models allow users to generate images, text effects, design templates, and vector graphics using a text description. Firefly AI models include a version of the Firefly Image Model, a Firefly Vector Model that generates fully editable vector graphics from text prompts, and a Firefly Design Model that generates fully editable design templates. Adobe Firefly supports text prompts in more than 100 languages. In addition, with Adobe Firefly for Enterprise, certain businesses are eligible to obtain an intellectual property indemnification for AI-generated content generated by most Firefly-powered workflows. Adobe Firefly-powered generative AI features are also available in Adobe Photoshop, Adobe Illustrator, Adobe Express and Adobe Stock. Adobe Firefly is available for free with a limited number of Generative Credits per"}
-{"_id": "ADBE20230144", "title": "ADBE Adobe Firefly", "text": "month. Once that limit is reached, users and subscribers can buy additional Generative Credits through a Firefly paid subscription plan."}
-{"_id": "ADBE20230145", "title": "ADBE Adobe Firefly", "text": "The content that Adobe Firefly generates is designed to be commercially safe because the Adobe Firefly generative AI model is trained on licensed content, such as Adobe Stock, and public domain content for which copyright has expired. Every asset created using Adobe Firefly includes Content Credentials to indicate that generative AI was used, bringing more trust and transparency to digital content. Content Credentials are verifiable details that serve as a digital \u201cnutrition label\u201d and can show information including an asset\u2019s name, creation date, tools used for creation and any edits made."}
-{"_id": "ADBE20230147", "title": "ADBE Adobe Stock", "text": "Adobe Stock provides designers and businesses with access to millions of high-quality, curated, royalty-free photos, vectors, illustrations, videos, templates, audio and 3D assets, for all their creative projects. Adobe Stock is built into our Creative Cloud apps, including Photoshop, Illustrator, InDesign and Adobe Express, enabling users to search, browse and add assets to their Creative Cloud Libraries and instantly access them across all connected surfaces. Adobe Stock assets include free and paid collections and may be licensed directly within Adobe\u2019s apps, through stock.adobe.com or as a multi-asset subscription."}
-{"_id": "ADBE20230149", "title": "ADBE Frame.io", "text": "Frame.io is our cloud-native creative collaboration platform that streamlines the production of creative assets by enabling creative professionals and key project stakeholders to collaborate with real-time upload, review and approval, frame-accurate commenting, annotations and more\u2014now with support for still images, design files and PDFs. Frame.io is directly integrated with Premiere Pro and After Effects to allow video creators to request and receive streamlined frame-specific comments directly in those apps. Frame.io\u2019s Camera to Cloud functionality allows creators automatically to upload footage from cameras and other recording devices on set directly into Frame.io for review, with integrations with still image cameras that can connect natively to the platform."}
-{"_id": "ADBE20230151", "title": "ADBE Substance 3D Collection", "text": "Substance 3D is an ecosystem of desktop apps, including Substance 3D Stager, Substance 3D Painter, Substance 3D Sampler, Substance 3D Designer and Substance 3D Modeler. Customers can build and assemble 3D scenes with Stager, use tools in Painter to texture 3D assets, from advanced brushes to Smart Materials that automatically adapt to your model and use Sampler to digitize and enrich assets. Substance 3D Assets is a 3D materials library from which users can import professional quality 3D textures into their projects and generate infinite texture variations. Substance 3D Modeler, which is available on desktop and Meta Quest VR headsets, interprets spatial input from the physical world, allowing the user to sculpt a model as if in a real workshop, using natural, fluid gestures of the artistic flow, and switch between VR and desktop, at every project stage."}
-{"_id": "ADBE20230153", "title": "ADBE Behance", "text": "Behance is a social community for creators to showcase and discover creative work online and live-stream their skills and creations from Creative Cloud apps. Adobe Portfolio allows users to quickly and simply build a fully customizable and hosted website that seamlessly syncs with Behance."}
-{"_id": "ADBE20230155", "title": "ADBE Adobe Document Cloud", "text": "Adobe Document Cloud is a cloud-based subscription offering that enables complete, reliable and automated digital document and signature workflows across desktop, mobile, web and third-party enterprise apps to drive business productivity for individuals, teams, small businesses and enterprises. With Document Cloud, users can create, review, approve, sign and track documents and store them in the cloud for easy access and sharing across surfaces. Document Cloud includes Adobe Acrobat, Acrobat Sign, Adobe Scan and other apps and API services that work standalone or integrate with users\u2019 existing productivity apps, processes and systems."}
-{"_id": "ADBE20230157", "title": "ADBE Adobe Document Cloud", "text": "All the apps listed below are available through a subscription to Adobe Acrobat. With the Acrobat Standard plan, subscribers can convert, edit, request signatures, and protect PDFs. With the Acrobat Pro plan, subscribers have full convert and edit capabilities, advanced e-signature features including bulk send and custom branding, advanced protection, and additional PDF features. We also offer Adobe Acrobat subscription plans for teams and enterprises. Acrobat Sign is included in Adobe Acrobat subscriptions for individuals and teams. Document Cloud for enterprise includes Acrobat, Acrobat Sign, and APIs including third-party partner integrations. Adobe Acrobat Reader and Adobe Scan are also separately available as free downloads."}
-{"_id": "ADBE20230159", "title": "ADBE Adobe Acrobat", "text": "At the heart of Adobe Document Cloud is Adobe Acrobat, our comprehensive PDF solution with a full set of tools to convert, edit, share and sign PDFs across various surfaces and platforms. Acrobat enables automated, collaborative workflows with a rich set of commenting, editing and sharing tools and direct integration with Acrobat Sign. Acrobat\u2019s unified Share button combines sharing a link, sending the file by email, and sharing a file with others into one streamlined action, simplifying the sharing and review experience. Our Acrobat Chrome and Edge extensions allow users to access our Acrobat tools without leaving the web browser. Acrobat is offered on a standalone basis and in our Creative Cloud All Apps subscription offering."}
-{"_id": "ADBE20230161", "title": "ADBE Adobe Acrobat Reader", "text": "Adobe Acrobat Reader, our free software for reliable viewing, annotating and printing of PDF documents on a variety of surfaces and platforms, offers features to create, edit, export, combine, share and collaborate on PDF documents, including the \u201cLiquid Mode\u201d feature powered by Adobe Sensei that automatically reformats PDFs for quick navigation and consumption on mobile devices. Users of both Acrobat and Acrobat Reader can also access, edit and save changes to their PDF files stored in the Adobe Document Cloud, or other third-party cloud storage services."}
-{"_id": "ADBE20230163", "title": "ADBE Adobe Scan", "text": "Adobe Scan can be used for free on mobile devices to provide scanning capabilities in the pocket of every person. It captures paper documents as images and transforms them into full-featured and versatile PDFs via Adobe Document Cloud services for instant sharing with others. Optical character recognition allows users to convert scanned documents into editable, searchable PDF files instantly."}
-{"_id": "ADBE20230165", "title": "ADBE Acrobat Sign", "text": "Our cloud-based e-signature service, Acrobat Sign, allows users securely to send any document electronically for signature across surfaces. Through web and mobile apps, Acrobat Sign enables users to e-sign documents and forms, send them for signature, track responses in real time and obtain instant signatures with in-person signing. Acrobat Sign also integrates with users\u2019 enterprise systems through a comprehensive set of APIs and Adobe Experience Manager Forms and Advanced Workflows for Acrobat Sign, to create forms and provide seamless experiences to customers across web and mobile sites."}
-{"_id": "ADBE20230167", "title": "ADBE Digital Experience Offerings", "text": "Adobe Experience Cloud is a comprehensive collection of best-in-class products, services and solutions to manage the customer experience, all integrated onto a cloud platform, along with service, support and an open ecosystem. Adobe Sensei uses AI and machine learning technology to analyze large amounts of data and make intelligent in-app recommendations, automate repetitive tasks, and drive real-time decisions within our products. Adobe Sensei GenAI allows customer experience and marketing teams to use natively embedded generative AI to deliver more accurate and personal customer journeys."}
-{"_id": "ADBE20230168", "title": "ADBE Digital Experience Offerings", "text": "Experience Cloud is comprised of the following sets of solutions for our customers: Adobe Experience Platform, Data Insights and Audiences, Content and Commerce, Customer Journeys and Marketing Planning and Workflow, which are each described below."}
-{"_id": "ADBE20230170", "title": "ADBE Adobe Experience Platform", "text": "Adobe Experience Platform is a purpose-built platform for customer experience management that helps users collect, connect and activate known and unknown customer data from every interaction across sources and channels in real time to create robust, unified customer profiles. Adobe Experience Platform standardizes data for intelligence and profile creation and provides an open and extensible cloud infrastructure, real-time updates, and AI-driven insights and scalability. Adobe Experience Platform also offers Query Service and Data Science Workspace, which enable users to gain deeper insights from stored datasets and customer journey intelligence. These tools leverage predefined data-driven operational best practices, AI and business intelligence to enable and optimize real-time decisions, actions and business processes. Users can leverage Adobe Experience Platform to activate AI-driven insights across all Adobe Experience Cloud apps in near real time."}
-{"_id": "ADBE20230173", "title": "ADBE Data Insights and Audiences", "text": "Our Data Insights and Audiences solutions enable users to stitch together data from across the consumer journey into a single view to provide insights based on every interaction in real time, easily share data and analyses across teams and organizations and use AI and machine learning to optimize personalization. The following is a brief description of our products for Data Insights and Audiences."}
-{"_id": "ADBE20230175", "title": "ADBE Adobe Analytics", "text": "Adobe Analytics helps our customers create a holistic view of their business by turning customer interactions into actionable insights. Driven by AI and machine learning, Adobe Analytics collects, organizes and structures vast streams of data from virtually any channel, including streaming web data, to deliver real-time insights that are easy for users to process, analyze and share to quickly identify problems and opportunities and to drive conversion and relevant customer experiences. Our customers can use these analytics to continuously improve marketing activities and better direct their marketing spend. Our Analysis Workspace features a drag-and-drop interface that allows customers to craft an analysis, add visualizations so they can bring data to life, curate a dataset and share and schedule projects across their organization, among other features."}
-{"_id": "ADBE20230177", "title": "ADBE Adobe Product Analytics", "text": "Adobe Product Analytics enables product teams to self-serve data and insights about their product experience through guided analysis workflows built on cross-channel data from Customer Journey Analytics. This cross-functional analytics suite allows product teams to partner closely with their marketing and customer experience counterparts to coordinate and deliver more personalized customer experiences across all channels using a single source of data, audience, and metrics. Adobe Product Analytics has native integrations across Adobe Experience Platform, including integrations with Adobe Journey Optimizer and Real-Time Customer Data Platform that allow product owners to act immediately by publishing real-time audiences for activation."}
-{"_id": "ADBE20230179", "title": "ADBE Customer Journey Analytics", "text": "Our Customer Journey Analytics service, built on Adobe Experience Platform, brings a powerful set of analytics tools that allow brands to interactively explore and visualize the end-to-end customer journey across multiple channels and utilize AI-powered insights, while making such analytics more accessible across their organization, to ensure that customer journeys flow seamlessly regardless of channel."}
-{"_id": "ADBE20230181", "title": "ADBE Real-Time Customer Data Platform", "text": "Adobe\u2019s Real-Time Customer Data Platform is an app service that delivers real-time personalization at scale to enable our enterprise customers to bring together their internal and external, known and unknown customer data to activate real-time customer and account profiles that allow for B2C and B2B marketers to deliver timely, relevant experiences across channels. It does so by activating Adobe Experience Platform\u2019s unified customer profiles across channels to leverage intelligent decision making throughout the customer journey and deliver hyper-personalized experiences across all known channels and surfaces. The Real-Time Customer Data Platform utilizes an open and extensible architecture that allows integration with a variety of data sources and activation touchpoints and provides continuous data refreshes to keep customer profiles updated in near real time."}
-{"_id": "ADBE20230183", "title": "ADBE Content and Commerce", "text": "Our Content and Commerce solutions help our customers manage, deliver, personalize and optimize content across web, mobile and app interfaces, as well as enable shopping experiences that scale from mid-market to enterprise businesses, across surfaces and channels. The following is a brief description of our products for Content and Commerce."}
-{"_id": "ADBE20230185", "title": "ADBE Adobe Experience Manager", "text": "Adobe Experience Manager combines digital asset management with a content management system and an end-to-end digital document solution. Adobe Experience Manager Sites provides a marketer and developer-friendly content management system built on a scalable, cloud-native foundation to create and deploy personalized experiences across every channel. Adobe Experience Manager Assets offers cloud-native digital asset management to create, manage, deliver and optimize personalized experiences at scale. Adobe Experience Manager Forms provides a cloud-native and scalable solution for personalized end-to-end digital customer onboarding and enrollment, enabling users to create, manage, publish and approve forms and documents."}
-{"_id": "ADBE20230186", "title": "ADBE Adobe Experience Manager", "text": "Adobe Experience Manager Screens allows customers to connect online and in-venue experiences through digital signage, and Adobe Developer App Builder, which provides a set of tools and services to developers to extend Experience Manager to customers\u2019 existing infrastructure and apply unique parameters to make the UI look and feel unique for their organizations."}
-{"_id": "ADBE20230189", "title": "ADBE Adobe Commerce", "text": "Adobe Commerce offers a highly customizable, end-to-end e-commerce platform to manage, personalize and optimize the commerce experience for physical and digital goods across every touchpoint by bringing together digital commerce, order"}
-{"_id": "ADBE20230190", "title": "ADBE Adobe Commerce", "text": "management and predictive intelligence to enable engaging shopping experiences across B2C, B2B and direct-to-consumer. Based on an open-source ecosystem with thousands of third-party extensions, Adobe Commerce extends beyond the online shopping cart to shoppable experiences, with actionable data analysis and automated back-end workflows, native integrations with other Adobe products, such as Analytics, Target, Experience Manager and Creative Cloud and the capability to be scalable and extensible."}
-{"_id": "ADBE20230192", "title": "ADBE Customer Journeys", "text": "Our Customer Journeys solutions enable our customers to manage and orchestrate individual cross-channel campaigns that encourage meaningful customer experiences, personalize content and deliver optimized experiences at scale that are important to each of their customers and plan, orchestrate and measure engagement with their prospects and consumers at every stage of the customer journey. The following is a brief description of our products for Customer Journeys."}
-{"_id": "ADBE20230194", "title": "ADBE Adobe Marketo Engage", "text": "Adobe Marketo Engage is a customer experience management solution optimized for B2B, cross-channel campaigns by bringing together planning, engagement and measurement capabilities into an integrated marketing platform. Capabilities include lead nurturing and management, predictive account profiling for creating account-based experiences, integrated sales app and integrations with third-party marketing apps and Adobe Experience Cloud. Adobe Marketo Engage simplifies how companies plan, orchestrate and measure engagement at each stage of the customer experience, and allows companies to better align marketing and sales to engage high priority accounts."}
-{"_id": "ADBE20230196", "title": "ADBE Adobe Campaign", "text": "Adobe Campaign is optimized for managing B2C cross-channel marketing campaigns. Adobe Campaign enables marketers to orchestrate the entire consumer journey and use consumer data to create, coordinate and deliver dynamic, personalized experiences that are synchronized across channels, including email, mobile and offline, and determined by their consumers\u2019 behaviors and preferences. Adobe Campaign\u2019s features also include AI-powered email management, multidimensional targeting, in-app messaging and dynamic, customizable reports to analyze success."}
-{"_id": "ADBE20230198", "title": "ADBE Adobe Target", "text": "Adobe Target is an AI- and machine learning-driven personalization engine that lets our customers test, target and optimize content across channels. With Adobe Target, our customers have the tools they need to create omnichannel personalized experiences and create A/B and multivariate tests, done at scale through AI-powered automation so they can quickly discover the best consumer experience and deliver that experience across all touchpoints."}
-{"_id": "ADBE20230200", "title": "ADBE Adobe Journey Optimizer", "text": "Adobe Journey Optimizer is a scalable app built on the Adobe Experience Platform that allows brands to orchestrate and deliver personalized, connected customer journeys across any app, surface, screen, or channel. With this solution, brands can manage inbound customer engagement with outbound omnichannel campaigns and offer personalized content based on real-time profiles, data-driven insights, cloud-native scalability and API extensibility, all within a single app. Our enterprise customers can trigger individual consumer journeys and use real-time insights to personalize that journey, as well as visually map individual journeys across systems in an intuitive, workflow-based interface. Adobe Journey Optimizer also allows businesses to track detailed performance of executed journeys and how individuals are progressing in real time, with data automatically sent to Adobe Experience Platform to allow full-funnel analysis."}
-{"_id": "ADBE20230203", "title": "ADBE Adobe Workfront", "text": "Adobe Workfront provides a unified work management app to enable teams to work more efficiently, with tools to strategize, plan, execute, review and deliver on complex workflows. Integrations with Creative Cloud and Adobe Experience Manager Assets allow our enterprise customers to scale content production with greater speed and efficiency."}
-{"_id": "ADBE20230206", "title": "ADBE Adobe Mix Modeler", "text": "Adobe Mix Modeler is a self-serve solution powered by Adobe Sensei that helps organizations measure, optimize, and plan marketing investments. Adobe Mix Modeler applies machine learning models that provide insights via cross-channel, summary datasets in Adobe Experience Platform on the historic and future impact of marketing investments on key business"}
-{"_id": "ADBE20230207", "title": "ADBE Adobe Mix Modeler", "text": "goals. This holistic understanding of the top-to-bottom impact of campaigns enables marketers to measure, plan, monitor, and adjust all marketing campaigns in a single app."}
-{"_id": "ADBE20230209", "title": "ADBE Other Products, Services and Solutions", "text": "We also offer a broad range of other enterprise and digital media products, services and solutions. Information about other products, services and solutions not referenced here can be found on our corporate website, adobe.com."}
-{"_id": "ADBE20230212", "title": "ADBE Marketing and Sales", "text": "We market our products, services and solutions directly to enterprise customers through our sales force and local field offices and directly to consumers. We license our products to end users through app stores and our own website at adobe.com. We offer many of our products via a SaaS model or a managed services model (both of which are referred to as hosted or cloud-based) as well as through term subscription and pay-per-use models. Beginning in late 2023, we offer subscriptions with Generative Credits for generative AI creation with Firefly. We also market and distribute our products through sales channels, which include distributors, retailers, software developers, mobile app stores, systems integrators, independent software vendors and value-added resellers, as well as through original equipment manufacturer and hardware manufacturer customers."}
-{"_id": "ADBE20230213", "title": "ADBE Marketing and Sales", "text": "Our local field offices include locations in Armenia, Australia, Belgium, Brazil, Canada, China, Denmark, France, Germany, Hong Kong, India, Ireland, Italy, Japan, Mexico, Republic of Moldova, the Netherlands, Poland, Romania, Singapore, South Africa, South Korea, Spain, Sweden, Switzerland, Taiwan, Thailand, the United Kingdom and the United States."}
-{"_id": "ADBE20230214", "title": "ADBE Marketing and Sales", "text": "We sell most of our products through a software subscription model where our customers purchase access to a product for a specific period during which they always have rights to use the most recent version of that product. We also license perpetual versions of certain products with maintenance and support, which includes rights to upgrades, when and if available, support, updates and enhancements."}
-{"_id": "ADBE20230216", "title": "ADBE Services and Support", "text": "We provide expert consulting, customer success management, technical support and learning services across all our customer segments, which include enterprises, small and medium businesses, creative professionals and consumers. With a focus on ensuring sustained customer success and realized value, this comprehensive portfolio of services is designed to help customers and partners maximize the return on their investments in our cloud solutions and licensed products."}
-{"_id": "ADBE20230218", "title": "ADBE Consulting Services", "text": "We have a global professional services team dedicated to designing and implementing solutions for our largest customers. Our professional services team uses a comprehensive, customer-focused methodology that has been refined over years of capturing and analyzing best practices from numerous customer engagements across a diverse mix of solutions, industries and customer segments. Our customers continually seek to integrate across Adobe\u2019s products and cloud solutions and engage our professional services teams for their expertise in leading customers\u2019 digital strategies, multi-solution integrations and in running customer platforms. Using our methodology, our professional services teams can accelerate customers\u2019 time to value and maximize customers\u2019 return on their investment in Adobe solutions."}
-{"_id": "ADBE20230219", "title": "ADBE Consulting Services", "text": "Another key component of Adobe\u2019s strategy is developing a large partner ecosystem to expand the availability of Adobe solutions in the global marketplace. To assist partners in building their respective digital practices, Adobe Global Services provides a comprehensive set of deliverables through Adobe\u2019s Solution Partner Program. The breadth of services offered in the program provides systems integrators, agencies and regional partners the tools required to develop core capabilities for positioning and building with Adobe technology, as well as implementing and running customer platforms. We believe that through these programmatic services and support, our joint customers benefit greatly from the combination of Adobe technology and the deep customer context that our partners represent."}
-{"_id": "ADBE20230222", "title": "ADBE Customer Success Account Management", "text": "Adobe Customer Solutions provides Customer Success Managers, who work with enterprise and commercial customers on an ongoing basis to understand their current and future business needs, promote faster solution adoption and align product capabilities to customers\u2019 business objectives to maximize the return on their investment in Adobe\u2019s offerings. We engage customers to share innovative best practices, relevant industry and vertical knowledge and proven success strategies based on"}
-{"_id": "ADBE20230223", "title": "ADBE Customer Success Account Management", "text": "our extensive engagements with leading marketers and brands. The performance of these teams is directly associated with customer-focused outcomes."}
-{"_id": "ADBE20230228", "title": "ADBE Technical Support", "text": "Adobe provides enterprise maintenance and support services to customers of subscription products as part of the subscription entitlement and to perpetual license customers via annual fee-based maintenance and support programs. These offerings provide customers with: \u2022technical support on the products customers have purchased from Adobe; \u2022\u201chow to\u201d help in using our products; and \u2022product upgrades and enhancements during the term of the maintenance and support or subscription period, which is typically one to three years."}
-{"_id": "ADBE20230229", "title": "ADBE Technical Support", "text": "We provide product support through our support organization that includes several regional and global support centers, supplemented with outsourced vendors for specific services. Customers can seek help through multiple channels including phone, chat, web, social media and email, allowing quick and easy access to the information they need. These teams are responsible for providing timely, high-quality technical expertise on all our products."}
-{"_id": "ADBE20230230", "title": "ADBE Technical Support", "text": "Certain consumers are eligible to receive Getting Started support, to assist with easy adoption of their products. Support for some products and in some countries may vary. For enterprise customers with greater support needs, we offer personalized service options through Premium Services options, delivered by global support centers and technical account managers who can also provide proactive risk mitigation services and on-site support services for those with business-critical deployments."}
-{"_id": "ADBE20230231", "title": "ADBE Technical Support", "text": "We also offer delivery assurance, technical support and enablement services to partners and developer organizations. We provide developers with high-quality tools, software development kits, information and services."}
-{"_id": "ADBE20230233", "title": "ADBE Digital Learning Services", "text": "Adobe Customer Solutions offers a comprehensive portfolio of learning and enablement services to assist our customer and partner teams in the use of our products, including those within Digital Experience, Digital Media and other legacy products, services and solutions. Our training portfolio includes a large number of free online self-service learning options on learning.adobe.com. Adobe Digital Learning Services also has an extensive portfolio of fee-based learning programs including a wide range of traditional classroom, virtual and on-demand training and certifications delivered by our team of training professionals and partners across the globe."}
-{"_id": "ADBE20230234", "title": "ADBE Digital Learning Services", "text": "These core offerings are complemented by our custom learning services, which support our largest enterprise customers and their unique requirements. Solution-specific skills assessments help our enterprise customers objectively assess the knowledge and competencies within their marketing teams and tailor their learning priorities accordingly."}
-{"_id": "ADBE20230236", "title": "ADBE Investments", "text": "From time to time, we make direct investments in privately held companies. We enter into these investments with the intent of securing financial returns as well as for strategic purposes, as they often increase our knowledge of technological developments in the industry and expand our opportunities to provide Adobe products, services, and solutions."}
-{"_id": "ADBE20230238", "title": "ADBE RESEARCH & DEVELOPMENT", "text": "With the speed of innovation and technological change that characterizes the software industry, a continuous high level of investment is required for the research and development of the cutting-edge technologies that lead to the development of new products, services and solutions and the continual enhancement of existing products, services and solutions. Our Adobe Research team of research scientists, engineers and designers help turn ideas into technologies that power the future of our products, services and solutions. We are investing, and intend to continue to invest, in research and development to strengthen our existing products, services and solutions, and to expand our offerings across our Creative Cloud, Document Cloud, Experience Cloud and the next generation of AI, machine learning and deep learning-driven tools and features to solve problems in areas such as content understanding and generation, recommendations, personalization and more."}
-{"_id": "ADBE20230240", "title": "ADBE RESEARCH & DEVELOPMENT", "text": "In addition to our own research and development, we acquire products or technology developed by others by purchasing the stock or assets of the business entity that owns the technology. In other instances, we have licensed or purchased the intellectual property ownership rights of programs developed by others with license or technology transfer agreements that may"}
-{"_id": "ADBE20230241", "title": "ADBE RESEARCH & DEVELOPMENT", "text": "obligate us to pay a flat license fee or royalties, typically based on a dollar amount per unit or a percentage of the revenue generated by those programs."}
-{"_id": "ADBE20230243", "title": "ADBE PROTECTING AND LICENSING OUR PRODUCTS", "text": "We protect our intellectual property through a combination of patents, copyrights, trademarks and trade secrets, foreign intellectual property laws, confidentiality procedures and contractual provisions. We have U.S. and international patents and pending applications that relate to various aspects of our products and technology. Although our patents have value, no single patent is essential to any of our principal businesses. We have also registered, and applied for the registration of, U.S. and international trademarks, service marks, domain names and copyrights."}
-{"_id": "ADBE20230244", "title": "ADBE PROTECTING AND LICENSING OUR PRODUCTS", "text": "We license our desktop software and mobile apps to users under \u2018click through\u2019 or signed license agreements containing restrictions on duplication, disclosure and transfer. Similarly, cloud products and services are provided to users under \u2018click through\u2019 or signed agreements containing restrictions on access and use. Our enterprise customers license our hosted offerings as SaaS or Managed Services via agreements based on our enterprise licensing terms."}
-{"_id": "ADBE20230245", "title": "ADBE PROTECTING AND LICENSING OUR PRODUCTS", "text": "Despite our efforts to protect our proprietary technology and our intellectual property rights, unauthorized parties may attempt to copy or obtain and use our technology to develop apps with the same functionality as our apps. Policing unauthorized use of our technology and intellectual property rights is difficult. We believe that our subscription-based business model combined with the increased focus on cloud-based computing has and may continue to improve our efforts to combat the pirating of our products."}
-{"_id": "ADBE20230247", "title": "ADBE HUMAN CAPITAL", "text": "Our culture is built on the foundation that our people and the way we treat one another promote creativity, innovation and performance, which spur our success. We are continually investing in our global workforce to further drive diversity and inclusion, provide fair and market-competitive pay and benefits to support our employees\u2019 wellbeing, and foster their growth and development. As of December 1, 2023, we employed 29,945 people, of which 50% were in the United States and 50% were in our international locations. During fiscal 2023, our total attrition rate was 7.4%. We have not experienced work stoppages and believe our employee relations are good. Our employee listening program helps us understand employee sentiment on a wide range of topics throughout the employee lifecycle, providing insights that inform our decisions about employee programs, talent risks, management opportunities, employee networks and more. In fiscal 2023, 80% of our employees participated in our most recent engagement survey."}
-{"_id": "ADBE20230248", "title": "ADBE HUMAN CAPITAL", "text": "Digital transformation and the COVID-19 pandemic have fundamentally changed how people work, and we are leaning into digital-first workflows, tools and resources to enable us to be productive, wherever we are. We also believe in the value of people being together\u2014fostering trust, relationships and collaboration and innovation. We have evolved into a hybrid model, in which employees who are assigned to an office can divide their work between the office and home about half the time. We continue to pilot, test and iterate our approach to support new ways of working and evolving the employee experience."}
-{"_id": "ADBE20230249", "title": "ADBE HUMAN CAPITAL", "text": "We encourage you to visit our website for more detailed information regarding our Human Capital programs and initiatives."}
-{"_id": "ADBE20230252", "title": "ADBE Compensation, Benefits and Wellbeing", "text": "We offer fair, competitive compensation and benefits that support our employees\u2019 overall wellbeing. To ensure alignment with our short- and long-term objectives, our compensation programs for all employees include base pay, short-term incentives and opportunities for long-term incentives. We believe this alignment, whether through equity awards issued by Adobe or employee participation in our employee stock purchase plan, provides employee shareholders with meaningfully deeper connections to us and contributes to our long-term success. Our wellbeing and benefit programs focus on four key pillars: physical, emotional, financial and community. We offer a wide array of benefits including comprehensive health and welfare insurance, generous time-off and leave, including company-wide global wellbeing days for employees to take a break from work and take care of themselves, and retirement and financial support. We provide emotional and mental wellbeing services through our Employee Assistance Program and a variety of interactive apps. Our wellness reimbursement of up to $600 per year for each eligible employee, lifestyle coaching, global wellbeing speaker series and ergonomic programs help to support employees\u2019 physical and emotional wellbeing. In addition, our financial education and financial wellness coaches offer employees tools and resources to reach their personal financial goals. To build community, we bring together our employees"}
-{"_id": "ADBE20230253", "title": "ADBE Compensation, Benefits and Wellbeing", "text": "through onsite events, discussion groups, messaging forums and our Employee Networks to share stories and engage with one another."}
-{"_id": "ADBE20230255", "title": "ADBE Growth and Development", "text": "Our employees are given the opportunity to drive their own career development. The Global Talent Development team creates programs to support leaders, managers and employees in their career growth and personal development. In addition to the content created in house, employees also have access to on-demand content via several industry-leading learning platforms. Through Adobe\u2019s Learning Fund, employees are eligible to receive up to $11,000 per year toward university and short-term learning opportunities."}
-{"_id": "ADBE20230256", "title": "ADBE Growth and Development", "text": "We are committed to enabling a culture that celebrates talent sharing, career development and agility across Adobe. We post all roles internally first before sharing them externally and provide resources to make the internal job search easier for employees. We also provide forums for managers and employees to have regular conversations about their career and contributions throughout the year."}
-{"_id": "ADBE20230258", "title": "ADBE Diversity and Inclusion", "text": "Adobe for All is our vision to advance diversity, equity and inclusion across Adobe. We recognize that when people feel respected and included, they can be more creative, innovative and successful. As of December 1, 2023, women represented 35.3% of our global employees, and underrepresented minorities (\u201cURMs,\u201d defined as those who identify as Black/African American, Hispanic/Latinx, Native American, Pacific Islander and/or two or more races) represented 11.6% of our U.S. employees."}
-{"_id": "ADBE20230262", "title": "ADBE Diversity and Inclusion", "text": "We have a three-pillar strategy to grow the diversity of our workforce over time, on which we have continued to drive progress during fiscal 2023: \u2022Workforce: We take actions to improve the hiring, retention and promotion of a more diverse workforce. In fiscal 2023, we invested in partnerships and events to engage candidates across underrepresented communities. We have continued to develop and invest in our partnerships with Historically Black Colleges and Universities and Hispanic-Serving Institutions. We aim to give individuals from nontraditional backgrounds in the United States new opportunities to enter technology and design careers, such as through Adobe Digital Academy, in partnership with our educational partner, General Assembly. \u2022Workplace: We advance our vision of Adobe for All by building an inclusive environment that inspires a sense of belonging. Our annual Adobe for All event provides a unifying moment for employees to celebrate progress, be inspired by employee and guest speakers\u2019 stories, and commit to making meaningful change. We expanded our family-friendly benefits, continued to support our employee resource groups to create community for employees from underrepresented groups and offered employees a learning environment to continue their allyship development with our Action Circles program. \u2022Ecosystem: We actively align our diversity, equity and inclusion commitments to our products, partnerships, and suppliers to amplify our reach and impact. We collaborate with industry peers to advance diversity across multiple dimensions, including through our participation in the CEO Action for Diversity & Inclusion, The Valuable 500, the Ascend 5-Point Action Agenda and ParityPledge. In fiscal 2023, we expanded our Equity and Advancement Initiative, a multi-faceted grantmaking program to support non-profit organizations, and we continued to invest in our Supplier Diversity Program to help ensure that Adobe\u2019s purchasing strategy includes businesses that are certified as majority-owned and operated by entrepreneurs from underrepresented groups."}
-{"_id": "ADBE20230263", "title": "ADBE Diversity and Inclusion", "text": "Additional information on our diversity and inclusion strategy, diversity metrics and programs can be found on our website at adobe.com/diversity."}
-{"_id": "ADBE20230265", "title": "ADBE AVAILABLE INFORMATION", "text": "Our website address is adobe.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on our Investor Relations website at www.adobe.com/adbe as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information posted to our website and contents of the websites referred to above are not incorporated into this Annual Report on Form 10-K."}
-{"_id": "ADBE20230267", "title": "ADBE AVAILABLE INFORMATION", "text": "Investors and others should note that we announce material financial information to our investors using our investor relations website (www.adobe.com/adbe), SEC filings, press releases, public conference calls and webcasts. We use these"}
-{"_id": "ADBE20230268", "title": "ADBE AVAILABLE INFORMATION", "text": "channels, including our website and social media, to communicate with our investors and the general public about us, our products, services and solutions and other issues, and to comply with our disclosure obligations under Regulation FD. It is possible that the information that we make available on our website or social media could be deemed to be material information. Therefore, we encourage investors and others interested in Adobe to review the information we make available on our website and the social media channels listed on our website."}
-{"_id": "ADBE20230283", "title": "ADBE INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "Adobe\u2019s executive officers as of January 16, 2024 are as follows: Name##Age##Positions Shantanu Narayen##60##Chair and Chief Executive Officer Mr. Narayen currently serves as our Chief Executive Officer and Chair of the Board. He joined Adobe in January 1998 as Vice President and General Manager of our engineering technology group. In January 1999, he was promoted to Senior Vice President, Worldwide Products, and in March 2001, he was promoted to Executive Vice President, Worldwide Product Marketing and Development. In January 2005, Mr. Narayen was promoted to President and Chief Operating Officer, and effective December 2007, he was appointed our Chief Executive Officer and joined our Board. In January 2017, he was named our Chair of the Board. Mr. Narayen holds a B.S. in Electronics Engineering from Osmania University in India, a M.S. in Computer Science from Bowling Green State University and an M.B.A. from the Haas School of Business, University of California, Berkeley. Daniel Durn##57##Chief Financial Officer and Executive Vice President, Finance, Technology Services and Operations   Mr. Durn currently serves as Chief Financial Officer and Executive Vice President, Finance, Technology Services and Operations. Mr. Durn joined Adobe in October 2021 as Executive Vice President and Chief Financial Officer. Mr. Durn most recently served as a Senior Vice President and Chief Financial Officer of Applied Materials, Inc., a semiconductor equipment company, from August 2017 to October 2021. Previously, he was Executive Vice President and Chief Financial Officer at NXP Semiconductors N.V. from December 2015 to August 2017 following its merger with Freescale Semiconductor Inc. (\"Freescale\"). Before Freescale, he was Chief Financial Officer and Executive Vice President of Finance and Administration at GlobalFoundries, a multinational semiconductor company, and he served as Managing Director and Head of Mergers and Acquisitions and Strategy at Mubadala Technology Fund, a private equity fund. Prior to that, Mr. Durn was a Vice President of Mergers and Acquisitions in the technology practice at Goldman Sachs & Company, a global investment banking firm. Mr. Durn received his MBA in Finance from Columbia Business School and graduated from the U.S. Naval Academy with a B.S. in Control Systems Engineering. He served in the Navy for six years, reaching the rank of lieutenant. Anil Chakravarthy##56##President, Digital Experience   Mr. Chakravarthy currently serves as President of Adobe\u2019s Digital Experience business. Mr. Chakravarthy joined Adobe in January 2020 as Executive Vice President and General Manager, Digital Experience and was given responsibility over Worldwide Field Operations in July 2020, when he was appointed Executive Vice President and General Manager, Digital Experience Business and Worldwide Field Operations. Prior to joining Adobe, he served as Chief Executive Officer of Informatica LLC (\"Informatica\"), a software company, from August 2015 to January 2020 and Executive Vice President and Chief Product Officer from September 2013 to August 2015. Prior to joining Informatica, for over nine years, Mr. Chakravarthy held multiple leadership roles at Symantec Corporation (\"Symantec\"), a cybersecurity software and services company, most recently serving as its Executive Vice President, Information Security from February 2013 to September 2013. Prior to Symantec, he was a Director of Product Management for enterprise security services at VeriSign Inc., a network infrastructure company. Mr. Chakravarthy began his career as an engagement manager at McKinsey & Company, a global management consulting firm. He currently serves on the board of Ansys, Inc. and also served on the board of the Silicon Valley Leadership Group until December 2021. Mr. Chakravarthy holds a Bachelor of Technology in Computer Science and Engineering from the Institute of Technology, Varanasi, India and M.S. and Ph.D. degrees from the Massachusetts Institute of Technology. Name##Age##Positions David Wadhwani##52##President, Digital Media   Mr. Wadhwani currently serves as President of Adobe\u2019s Digital Media business. Mr. Wadhwani rejoined Adobe in June 2021 to lead Adobe\u2019s global Digital Media business across Adobe Creative Cloud and Adobe Document Cloud as Chief Business Officer and Executive Vice President, Digital Media. Prior to joining Adobe, he was a Venture Partner at Greylock Partners, a venture capital firm, since October 2019. From September 2015 to October 2019, he was President and CEO of AppDynamics, a software company. Before that, Mr. Wadhwani previously worked at Adobe as Senior Vice President and General Manager of Adobe\u2019s Digital Media business, having joined Adobe in 2005 through the Company\u2019s acquisition of Macromedia, Inc., a software company, where he had been Vice President of Developer Products. Mr. Wadhwani holds a bachelor\u2019s degree in computer science from Brown University and serves on the Brown computer science department advisory board. Mr. Wadhwani also advises early stage and growth companies and is on the board of directors of Gem Software, Inc. and on the board of trustees for StoryCorps and the Fine Arts Museums of San Francisco. Scott Belsky##43##Chief Strategy Officer and Executive Vice President, Design & Emerging Products   Mr. Belsky currently serves as Chief Strategy Officer and EVP, Design & Emerging Products. From December 2017 to March 2023, he served as Chief Product Officer and Executive Vice President, Creative Cloud. Prior to joining Adobe in December 2017, Mr. Belsky was a venture investor at Benchmark, a venture capital firm, from February 2016 to December 2017. Prior to Benchmark, Mr. Belsky led Adobe's mobile strategy for Creative Cloud from December 2012 to January 2016, having joined the Company through the acquisition of Behance, a social media platform for creative work. Mr. Belsky co-founded Behance in 2006 and served as its Chief Executive Officer for over 6 years. He was an early advisor and investor to Pinterest, Inc., a software company, Uber Technologies, Inc., a multinational ride-sharing company, and Warby Parker Inc., an online retailer, and other early-stage companies, and serves on the board of Globality, Inc., an enterprise procurement company. Mr. Belsky also serves on the advisory board of Cornell University's Entrepreneurship Program and on the board of trustees of the Smithsonian CooperHewitt National Design Museum. Mr. Belsky holds a bachelor\u2019s degree from Cornell University and an MBA from Harvard Business School. Gloria Chen##59##Chief People Officer and Executive Vice President, Employee Experience   Ms. Chen joined Adobe in 1997 and currently serves as Chief People Officer and Executive Vice President, Employee Experience. In her more than 20 years at Adobe, she has held senior leadership positions in worldwide sales operations, customer service and support, and strategic planning. In October 2009, Ms. Chen was appointed Vice President and Chief of Staff to the Chief Executive Officer. In March 2018, she was promoted to Senior Vice President, Strategy and Growth, in November 2019, she was elevated to Executive Vice President, Strategy and Growth and in January 2020, she was promoted to Chief People Officer and Executive Vice President, Employee Experience. Prior to joining Adobe, Ms. Chen was an engagement manager at McKinsey & Company, a global management consulting firm. Ms. Chen holds a BS in electrical engineering from the University of Washington, an M.S. in electrical and computer engineering from Carnegie Mellon University and an MBA from Harvard Business School. Dana Rao##54##Executive Vice President, General Counsel & Chief Trust Officer and Corporate Secretary   Mr. Rao currently serves as our Executive Vice President, General Counsel & Chief Trust Officer and Corporate Secretary. He joined Adobe in April 2012 and served as our Vice President, Intellectual Property and Litigation where he spearheaded strategic initiatives including the Company\u2019s litigation efforts, and its patent, trademark and copyright portfolio strategies until June 2018. Prior to joining Adobe, Mr. Rao was with Microsoft Corporation, a multinational technology company, for 11 years, serving in a variety of roles including Associate General Counsel of Intellectual Property and Licensing. From 1997 until March 2001, he served as a patent attorney at Fenwick & West, a law firm. He holds a B.S. in Electrical Engineering from Villanova University and a JD from George Washington University. Name##Age##Positions Mark Garfield##53##Senior Vice President and Chief Accounting Officer   Mr. Garfield currently serves as our Senior Vice President and Chief Accounting Officer. Prior to joining Adobe in December 2018, Mr. Garfield served as the Vice President of Finance of Cloudflare, Inc., a cloud services provider, since November 2017. He served as Senior Vice President and Chief Accounting Officer at Symantec Corporation (\"Symantec\"), a cybersecurity software and services company, from March 2014 to October 2017. Prior to joining Symantec, he was at Brightstar Corporation, a global wireless device services company, where he served primarily as Senior Vice President and Chief Accounting Officer from January 2013 to February 2014. Mr. Garfield served as Director of Finance at Advanced Micro Devices, a semiconductor company, from August 2010 to December 2012. Prior to Advanced Micro Devices, Mr. Garfield also served in senior level finance roles at LoudCloud, a software company, and Ernst and Young, a public accounting firm. Mr. Garfield is a board member of the Adobe Foundation. Mr. Garfield holds a B.A. in Business Economics from the University of California, Santa Barbara."}
-{"_id": "ADBE20230285", "title": "ADBE RISK FACTORS", "text": "As previously discussed, our actual results could differ materially from our forward-looking statements. Below we discuss some of the factors that could cause these differences. The occurrence of these and many other factors described in this report, and factors that we do not presently know or that we currently believe to be immaterial, could materially and adversely affect our operations, performance and financial condition. Many factors affect more than one category and the factors are not in order of significance or probability of occurrence because they have been grouped by categories."}
-{"_id": "ADBE20230287", "title": "ADBE Risks Related to Our Ability to Grow Our Business", "text": "We may be unsuccessful at innovating in response to rapid technological changes to meet customer needs, which could cause our operating results to suffer."}
-{"_id": "ADBE20230288", "title": "ADBE Risks Related to Our Ability to Grow Our Business", "text": "We operate in rapidly evolving markets and expect the pace of innovation to continue to accelerate. We must continually introduce new, and enhance existing, products, services and solutions to retain customers and attract new customers. Developing new products is complex and may not be profitable, and our investments in new technologies are speculative and may not yield the expected business or financial benefits. The commercial success of new or enhanced products, services and solutions depends on a number of factors, including timely and successful development; effective distribution and marketing; market acceptance; compatibility with existing and emerging standards, platforms, software delivery methods and technologies; accurately predicting and anticipating customer needs and expectations and the direction of technological change; identifying and innovating in the right technologies; and differentiation from other products, services and solutions. If we fail to anticipate or identify technological trends or fail to devote appropriate resources to adapt to such trends, our business could be harmed. For example, generative artificial intelligence technologies provide new ways of marketing, creating content and interacting with documents that could disrupt industries in which we operate, and our business may be harmed if we fail to invest or adapt. While we have released new generative artificial intelligence products, such as Adobe Firefly, and are focused on enhancing the artificial intelligence (\u201cAI\u201d) capabilities of such products and incorporating AI into existing products, services and solutions, there can be no assurance that our products will be successful or that we will innovate effectively to keep pace with the rapid evolution of AI across our Creative Cloud, Document Cloud and Experience Cloud. If we do not successfully innovate, adapt to rapid technological changes and meet customer needs, our business and our financial results may be harmed."}
-{"_id": "ADBE20230289", "title": "ADBE Risks Related to Our Ability to Grow Our Business", "text": "Issues relating to the development and use of AI, including generative AI, in our offerings may result in reputational harm, liability and adverse financial results."}
-{"_id": "ADBE20230290", "title": "ADBE Risks Related to Our Ability to Grow Our Business", "text": "Social and ethical issues relating to the use of AI, including generative AI, in our offerings may result in reputational harm, liability and additional costs. We are increasingly incorporating AI technologies into many of our offerings. If our AI development, deployment, content labeling or governance is ineffective or inadequate, it may result in incidents that impair the public acceptance of AI solutions or cause harm to individuals, customers or society, or result in our offerings not working as intended or producing unexpected outcomes."}
-{"_id": "ADBE20230292", "title": "ADBE Risks Related to Our Ability to Grow Our Business", "text": "Around the world, AI regulation is in the nascent stages of development. The evolving AI regulatory environment may increase our research and development costs, increase our liability related to the use of AI by our customers or users that are beyond our control and result in inconsistencies in evolving legal frameworks across jurisdictions. While we have taken a responsible approach to the development and use of AI in our offerings, there can be no guarantee that future AI regulations will not adversely impact us or conflict with our approach to AI, including affecting our ability to make our AI offerings available without costly changes, requiring us to change our AI development practices, monetization strategies and/or indemnity protections and subjecting us to additional compliance requirements, regulatory action, competitive harm or legal"}
-{"_id": "ADBE20230293", "title": "ADBE Risks Related to Our Ability to Grow Our Business", "text": "liability. In addition, new competition regulation on AI development and deployment could impose new requirements on our markets that could impact our business and financial results."}
-{"_id": "ADBE20230294", "title": "ADBE Risks Related to Our Ability to Grow Our Business", "text": "Uncertainty around new and evolving AI use, including generative AI, may require additional investment to develop responsible use frameworks, develop or license proprietary datasets and machine learning models and develop new approaches and processes to attribute or compensate content creators, which could be costly. Developing, testing and deploying AI systems may also increase the cost of our offerings, including due to the nature of the computing costs involved in such systems. These costs could adversely impact our margins as we continue to add AI capabilities to our offerings and scale our AI offerings without assurance that our customers and users will adopt them. Further, as with any new offerings based on new technologies, consumer reception and monetization pathways are uncertain, our strategies may not be successful and our business and financial results could be adversely impacted. New AI offerings and technologies could disrupt workforce needs, result in negative publicity about AI and have the potential to affect demand for our existing products, services and solutions, all of which could adversely impact our business."}
-{"_id": "ADBE20230295", "title": "ADBE Risks Related to Our Ability to Grow Our Business", "text": "We may not realize the anticipated benefits of investments or acquisitions, and they may disrupt our business and divert management\u2019s attention."}
-{"_id": "ADBE20230311", "title": "ADBE Risks Related to Our Ability to Grow Our Business", "text": "Investments and acquisitions involve numerous risks and uncertainties, the occurrence of which may have an adverse effect on our business. These risks and uncertainties include: \u2022inability to achieve the financial and strategic goals of the investment or acquisition; \u2022difficulty in effectively integrating the operations, technologies, products, services, solutions, culture or personnel of the acquired business; \u2022disruption of our ongoing business and distraction of our management and other personnel; \u2022challenges to completing or failure to complete an announced investment or acquisition related to the failure to obtain regulatory approval, or the need to satisfy certain conditions precedent to closing such transaction (such as divestitures, ownership or operational restrictions or other structural or behavioral remedies) that could limit the anticipated benefits of the transaction; \u2022entry into markets in which we have minimal prior experience and where competitors in such markets have stronger market positions; \u2022inability to retain personnel, key customers, distributors, vendors and other business partners of the acquired business; \u2022delay in customer and distributor purchasing decisions due to uncertainty about the direction of our product and service offerings; \u2022incurring higher than anticipated costs to effectively integrate an acquired business, to bring an acquired company into compliance with applicable laws and regulations, additional compensation issued or assumed in connection with an acquisition, to divest products, services or solutions acquired in unsuccessful investments or acquisitions, to amortize costs for acquired intangible assets or because of our inability to take advantage of anticipated tax benefits; \u2022increased collection times, elevated delinquency or bad debt write-offs related to receivables of an acquired business we assume; \u2022difficulty in maintaining controls, procedures and policies during the transition and integration and inability to conclude that our internal controls over financial reporting are effective; \u2022potential identified or unknown security vulnerabilities in acquired products that expose us to additional security risks or delay our ability to integrate the product into our offerings; \u2022exposure to litigation or other claims in connection with, or inheritance of claims or litigation risk as a result of, an acquisition; \u2022incurrence of additional debt to finance an acquisition, which will increase our interest expense and leverage, and/or issuance of equity securities to finance acquisitions, which will dilute current shareholders\u2019 percentage ownership and earnings per share; and \u2022failure to identify significant problems, liabilities or other challenges during due diligence."}
-{"_id": "ADBE20230312", "title": "ADBE Risks Related to Our Ability to Grow Our Business", "text": "Our ability to acquire other businesses or technologies, make strategic investments or integrate acquired businesses effectively may also be impaired by adverse economic and political events, including trade tensions, and increased global scrutiny of acquisitions and strategic investments. A number of countries, including the United States and countries in Europe and the Asia-Pacific region, are considering or have adopted more stringent restrictions or guidelines for such transactions. Governments may continue to adopt or tighten restrictions of this nature, and such restrictions or government actions could negatively impact our business and financial results. Further, if we are not able to complete an announced acquisition or investment, or we do not achieve the financial and strategic goals of an acquisition or investment, we may not realize the anticipated benefits of such acquisition or investment or we may incur additional costs, which may negatively impact our business and financial results."}
-{"_id": "ADBE20230313", "title": "ADBE Risks Related to Our Ability to Grow Our Business", "text": "We participate in rapidly evolving and intensely competitive markets, and, if we do not compete effectively, our operating results could suffer."}
-{"_id": "ADBE20230314", "title": "ADBE Risks Related to Our Ability to Grow Our Business", "text": "The markets for our products, services and solutions are rapidly evolving and intensely competitive. We expect competition to continue to intensify. Our competitors range in size from diversified global companies with significant sales and research and development resources, broad brand awareness, long operating histories or access to large customer bases to small, specialized companies whose narrow focuses may allow them to be more effective in deploying technical, marketing and financial resources. Our competitors may develop products, services or solutions that are similar to ours or that achieve greater acceptance, may undertake more far-reaching and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies. As a result, current and potential customers may select the products, services or solutions of our competitors. Further, our future success depends on our continued ability to effectively appeal to businesses and consumers. New industry standards, evolving distribution models, limited barriers to entry, short product life cycles, customer price sensitivity, global market conditions and the frequent entry of new products or competitors may create downward pressure on pricing and gross margins and adversely affect our renewal, upsell and cross-sell rates as well as our ability to attract new customers. In addition, we expect to face more competition as AI continues to be integrated into the markets in which we compete. Our competitors or other third parties may incorporate AI into their offerings more successfully than we do and achieve greater and faster adoption, which could impair our ability to compete effectively and adversely affect our business and financial results. Further, we expect the markets for standalone AI offerings to be highly competitive and rapidly evolving. For example, we face increasing competition from companies offering text-to-image generative AI technology that may compete directly with our own creative offerings. If we are not able to provide products, services and solutions that compete effectively, we could experience reduced sales and our business could be adversely affected. For additional information regarding our competition and the risks arising out of the competitive environment in which we operate, see the section titled \u201cCompetition\u201d contained in Part I, Item 1 of this report."}
-{"_id": "ADBE20230315", "title": "ADBE Risks Related to Our Ability to Grow Our Business", "text": "If our reputation or our brands are damaged, our business and financial results may be adversely affected."}
-{"_id": "ADBE20230317", "title": "ADBE Risks Related to Our Ability to Grow Our Business", "text": "We believe our reputation and brands have been, and we expect them to continue to be, important to our business and financial results. Maintaining and enhancing our brands may require us to make substantial investments and these investments may not be successful. There are numerous ways that our reputation or brands could be damaged, including, among other things, introduction of new products, features or services that do not meet customer expectations, our position on or approach to new and evolving technologies, backlash from customers, government entities or other stakeholders that disagree with our product offering decisions or public policy positions, significant litigation or regulatory actions that negatively reflect on our business practices, our action or inaction or actual or perceived failure to meet our commitments on environmental, social and governance, ethical or political issues, public scrutiny regarding our handling of user privacy, data practices or content, data security breaches or compliance failures, or our approach to AI. Further, our brands may be negatively affected by uses of our products, services or solutions, particularly our AI offerings, in ways that are out of our control, such as to create or disseminate content that is deemed to be misleading, deceptive or intended to manipulate public opinion, or for illicit, objectionable or illegal ends, or by our failure to respond appropriately and in a timely manner to such uses. Such uses may result in controversy or claims related to defamation, rights of publicity, illegal content, intellectual property infringement, harmful content, misinformation and disinformation, harmful bias, misappropriation, data privacy, derivative uses of third-party AI and personal injury torts. If we fail to appropriately respond to objectionable content created using our products, services or solutions or shared on our platforms, our users may lose confidence in our brands. Entry into markets with weaker protection of brands or changes in the legal systems in countries in which we operate may also impact our ability to protect our brands. If we fail to maintain, enhance or protect our brands, or if we incur excessive expenses in our efforts to do so, our business and financial results may be adversely affected."}
-{"_id": "ADBE20230319", "title": "ADBE Risks Related to the Operation of Our Business", "text": "Service interruptions or failures of our or third-party information technology systems may impair the availability of our products, services and solutions, which may expose us to liability, damage our reputation and harm our future financial results."}
-{"_id": "ADBE20230320", "title": "ADBE Risks Related to the Operation of Our Business", "text": "Much of our business, including our online store at adobe.com and our Creative Cloud, Document Cloud and Experience Cloud solutions, relies on hardware and services that are hosted, managed and controlled directly by us or third-party service providers to be available to customers and users without disruption. We do not have redundancy for all our systems, many of our critical applications (\u201capps\u201d) reside in only one of our data centers, and our disaster recovery planning may not account for all eventualities. If any critical third-party service provider of hosting or content delivery services is negatively affected or becomes unavailable to us for any reason, we may not be able to deliver the corresponding products, services or solutions to our customers and users. Failure of our systems or those of our third-party service providers could disrupt our business operations and those of our customers, subject us to reputational harm, require costly and time-intensive notifications, and cause us to lose customers, users and future business. Occasionally, we migrate data among data centers and to third-party hosted environments. If a transition among data centers or to third-party service providers encounters unexpected interruptions, unforeseen complexity or unplanned disruptions despite precautions undertaken during the process, this may impair our delivery of products, services and solutions to customers and result in increased costs and liabilities, which may harm our operating results, reputation and our business."}
-{"_id": "ADBE20230321", "title": "ADBE Risks Related to the Operation of Our Business", "text": "It is also possible that hardware or software failures or errors in our systems (or those of our third-party service providers) could result in data loss or corruption, cause the information that we collect or maintain to be incomplete or contain inaccuracies that our customers regard as significant, or cause us to fail to meet committed service levels or comply with applicable notification requirements or other relevant contractual obligations to our customers. Furthermore, our ability to collect and report data may be delayed or interrupted by a number of factors, including access to the internet, the failure of our network or software systems, security breaches or significant variability in visitor traffic on customer websites. We may also find, on occasion, that we cannot deliver data and reports to our customers in near real-time due to factors such as significant spikes in customer activity on their websites or failures of our network or software (or that of a third-party service provider). If we fail to plan infrastructure capacity appropriately and expand it proportionally with the needs of our customer and user base, and we experience a rapid and significant demand on the capacity of our data centers or those of third parties, service outages or performance issues could occur, which may impact our customers. Such a strain on our infrastructure capacity may subject us to regulatory and customer notification requirements, violations of service level agreement commitments or financial liabilities and result in customer dissatisfaction or harm our business. If we supply materially inaccurate information or experience significant interruptions in our systems, our reputation could be harmed, we could lose customers and we could be found liable for damages or incur other losses."}
-{"_id": "ADBE20230322", "title": "ADBE Risks Related to the Operation of Our Business", "text": "Security incidents, improper access to or disclosure of our customers\u2019 data or other cyber incidents may harm our reputation and materially and adversely affect our business."}
-{"_id": "ADBE20230323", "title": "ADBE Risks Related to the Operation of Our Business", "text": "Our products, services and solutions collect, store, manage and otherwise process third-party data, including our customers\u2019 data and our own data. Such products, services and solutions as well as our technologies, systems and networks have been subject to, and may in the future be subject to, cyberattacks, computer viruses, ransomware or other malware, fraud, worms, social engineering, denial-of-service attacks, malicious software programs, insider threats and other cybersecurity incidents that have in the past, and may in the future, result in the unauthorized access, disclosure, acquisition, use, loss or destruction of sensitive personal or business data belonging to us and our customers."}
-{"_id": "ADBE20230325", "title": "ADBE Risks Related to the Operation of Our Business", "text": "Cybersecurity incidents can be caused by human error from our workforce or that of our third-party service providers, by malicious third parties, acting alone or in groups, or by more sophisticated organizations, including nation-states and state-sponsored organizations. Such risks may be elevated in connection with geopolitical tensions, including the Russia-Ukraine war. Certain unauthorized parties have in the past managed, and may in the future manage, to overcome our security measures and those of our third-party service providers to access and misuse systems and software by exploiting defects in design or manufacture, including bugs, vulnerabilities and other problems that unexpectedly compromise the security or operation of a product or system. Further, malicious third parties have in the past attempted, and may in the future attempt, to fraudulently induce our employees or users of our products, services or solutions to disclose sensitive, personal or confidential information via illegal electronic spamming, phishing or other tactics, and this risk is heightened in our current hybrid model working environment. Malicious actors may engage in fraudulent or abusive activities through our products, services and solutions, including unauthorized use of accounts through stolen credentials, use of stolen credit cards or other payment vehicles, failure to pay for services accessed, or other activities that violate our terms of service. While we actively combat such fraudulent activities, we have experienced, and may in the future experience, impacts to our revenue from such activities. Further, unauthorized parties may also gain physical access to our facilities and infiltrate our information systems or attempt to gain"}
-{"_id": "ADBE20230326", "title": "ADBE Risks Related to the Operation of Our Business", "text": "logical access to our products, services or information systems to access content and data. The loss of or unauthorized access to data, such as resulting from computer viruses, worms, ransomware or other malware may harm our systems, expose us to litigation or regulatory investigation and subject us to costly and time-intensive notification requirements."}
-{"_id": "ADBE20230327", "title": "ADBE Risks Related to the Operation of Our Business", "text": "We devote significant resources to address security vulnerabilities through engineering more secure products, enhancing security and reliability features in our products and systems, code hardening, conducting rigorous penetration tests, deploying updates to address security vulnerabilities, regularly reviewing our service providers\u2019 security controls, reviewing and auditing our products, services and solutions against information security control frameworks, providing resources, such as security training, to our workforce, and continually assessing and improving, as appropriate, our incident response process. Despite our preventative efforts, there is no assurance that our security measures will provide full effective protection from such events. The costs to prevent, eliminate, mitigate or remediate cybersecurity or other security problems and vulnerabilities are significant and may reduce our operating margins. Further, our efforts to address these problems, including notifying affected third parties when appropriate, have in the past been, and may in the future be, unsuccessful or delayed, which could result in business interruptions, cessation of service and loss of existing or potential customers."}
-{"_id": "ADBE20230328", "title": "ADBE Risks Related to the Operation of Our Business", "text": "Maintaining the security of our products, services and solutions is a critical issue for us and our customers. It is impossible to predict the extent, frequency or impact cybersecurity issues may have on us. Breaches of our security measures and the accidental loss, inadvertent disclosure or unauthorized dissemination of proprietary information or sensitive, personal or confidential data about us, our employees, our customers or their end users, including the potential loss or disclosure of such information or data could expose us, our employees, our customers or other individuals affected to a risk of loss or misuse of this information. Actual or perceived security vulnerabilities or incidents may result in claims or litigation and liability or fines (and have in the past led to such claims), costly and time-intensive notice requirements, governmental inquiry or oversight or a loss of customer confidence, any of which could harm our business and damage our brand and reputation. Our customers may also adopt security measures to protect their computer systems and their instances of our software from attack and may suffer a cybersecurity attack on their own systems, unrelated to our systems. Even if such breach is unrelated to our security systems, solutions or programs, such breach could cause us reputational harm and require us to incur significant economic and operational consequences to adequately assess and respond to their breach, and to implement additional safeguards designed to protect against future breaches."}
-{"_id": "ADBE20230329", "title": "ADBE Risks Related to the Operation of Our Business", "text": "While we maintain insurance to cover operational risks, such as cyber risk and technology outages, our insurance may not be sufficient to cover all liability described herein. These risks will likely increase as we expand our hosted offerings, integrate our products, services and solutions and store and process more data. Moreover, delayed sales, lower margins or lost customers resulting from disruptions caused by cyberattacks, overly burdensome preventative security measures or failure to fully meet information security control certification requirements could materially and adversely affect our financial results, stock price and reputation."}
-{"_id": "ADBE20230330", "title": "ADBE Risks Related to the Operation of Our Business", "text": "If we are unable to develop, manage and maintain critical third-party relationships, such as our sales, partner and distribution channels, suppliers and service providers, our revenue and business may be adversely affected."}
-{"_id": "ADBE20230331", "title": "ADBE Risks Related to the Operation of Our Business", "text": "We contract with a number of software distributors and other third parties to distribute our products, services and solutions, none of which are individually responsible for a material amount of our total net revenue in any recent period. Successfully managing our distribution channels and sales partners to reach various customers for our products, services and solutions is a complex and global process. If an agreement with one of our distributors or partners was terminated, any prolonged delay in securing a replacement distributor or partner could have a negative impact on our results of operations. We also face legal risk and potential reputational harm from the activities of these independent third parties including, but not limited to, export control violations, workplace conditions, corruption and anti-competitive behavior."}
-{"_id": "ADBE20230332", "title": "ADBE Risks Related to the Operation of Our Business", "text": "If our partner and distribution channels are not effective or if we stop or change our partner or distribution channels, we may lose sales opportunities, customers and revenue. We rely on third-party distribution platforms and are subject to changes in pricing structure, terms of service, privacy practices and other policies at the discretion of the platform provider. Any adverse changes to the terms with such third-party distribution platforms which we rely on to distribute our products, services and solutions may adversely affect our financial results. Additionally, our distribution channels may not continue to market or sell our products, services and solutions effectively and may favor products, services and solutions of other companies."}
-{"_id": "ADBE20230334", "title": "ADBE Risks Related to the Operation of Our Business", "text": "We sell many products, services and solutions through our direct sales force. Risks associated with this sales channel include challenges related to hiring, retaining and motivating our direct sales force, and substantial amounts of ongoing training for sales representatives. Our business could be harmed if our direct sales expansion efforts do not generate the corresponding efficiencies and revenue we anticipated from such investment. In addition, the loss of key sales employees could impact our customer relationships and future ability to sell to certain accounts covered by such employees."}
-{"_id": "ADBE20230335", "title": "ADBE Risks Related to the Operation of Our Business", "text": "We rely on third-party service providers and technologies to deliver our products, services and business operations and to operate critical business systems, such as cloud-based infrastructure, data center facilities, encryption and authentication technology and company email, communications with customers. If such third parties are negatively affected, if we fail to effectively develop, manage and maintain our relationships with such third parties, or if we are unable to renew our agreements with them on favorable terms or at all, our expenses could significantly increase, and we and our customers may experience service interruptions. Any disruption or damage to, or failure of our systems generally, including the systems of our third-party platform providers, could result in interruptions in our services and harm our business. Further, interruptions in our services caused by us or our third-party service providers may cause us to issue credits or pay penalties, cause customers to make warranty or other claims against us or to terminate their subscriptions or contracts, and adversely affect our attrition rates and our ability to attract new customers, all of which may adversely affect our financial results. Our business and reputation would also be harmed if our customers and potential customers believe our services are unreliable."}
-{"_id": "ADBE20230336", "title": "ADBE Risks Related to the Operation of Our Business", "text": "We face various risks associated with our operating as a multinational corporation, and global adverse economic conditions may harm our business and financial condition."}
-{"_id": "ADBE20230347", "title": "ADBE Risks Related to the Operation of Our Business", "text": "We derive a large portion of our total revenue from, and have significant operations, outside of the United States. As a multinational corporation, we are subject to a number of risks, including from global adverse economic conditions, that are uncertain and beyond our control and that make forecasting operating results and decisions about future investments difficult, such as: \u2022inflation and actions taken by central banks to counter inflation, including increasing interest rates; \u2022international and regional economic, political and labor conditions, including any instability or security concerns abroad, such as uncertainty caused by economic sanctions, downturns and recessions, trade disputes, armed conflicts and wars; \u2022tax laws (including U.S. taxes on foreign subsidiaries); \u2022increased financial accounting and reporting burdens and complexities; \u2022changes in, or impositions of, legislative or regulatory requirements, including antitrust and competition regulations; \u2022changes in laws governing the free flow of data across international borders; \u2022inadequate local infrastructure and difficulties in managing and staffing international operations; \u2022costs, potential liability, delays or loss of sales resulting from trade restrictions imposed by the United States and other countries, as well as trade laws, including but not limited to economic sanctions and export controls; \u2022costs and delays associated with developing products in multiple languages; and \u2022operating in locations with a higher rate of corruption and fraudulent business practices."}
-{"_id": "ADBE20230348", "title": "ADBE Risks Related to the Operation of Our Business", "text": "Additionally, third parties we do business with and our customers have international operations and are also subject to the above risks. Adverse changes in global economic conditions have in the past resulted and may in the future result in our customers\u2019 and business partners\u2019 insolvency, inability to obtain credit to finance or purchase our products, services and solutions, or a delay in paying or an inability to pay their obligations to us. Other third parties, such as our service providers, suppliers and distributors, may be unable to deliver or be delayed in delivering critical services, products or technologies that we rely on, and our business and reputation may be harmed. Our customers\u2019 spending rate and demand for our products, services and solutions may also be adversely affected by the above risks. If our global sales are reduced, delayed or canceled because of any of the above risks, our revenue may decline."}
-{"_id": "ADBE20230349", "title": "ADBE Risks Related to the Operation of Our Business", "text": "Further, a disruption in global financial markets could impair our banking partners, on which we rely for operating cash management, capital market transactions and derivative programs. Such disruption could also negatively impact our customers\u2019 ability to pay us due to delays or inability to access their existing cash."}
-{"_id": "ADBE20230351", "title": "ADBE Risks Related to the Operation of Our Business", "text": "As of December 1, 2023, our investment portfolio consisted of asset-backed securities, corporate debt securities, money market funds, time deposits, U.S. agency securities and U.S. Treasury securities. These investments are subject to credit, liquidity, market, and interest rate risks as well as economic downturns or events that affect global or regional financial markets that may cause the value of our investments to decline, requiring impairment charges, which could adversely affect our financial condition."}
-{"_id": "ADBE20230352", "title": "ADBE Risks Related to the Operation of Our Business", "text": "If we are unable to recruit and retain key personnel, our business may be harmed, and our hybrid work model may present challenges, which could adversely impact our business."}
-{"_id": "ADBE20230353", "title": "ADBE Risks Related to the Operation of Our Business", "text": "Much of our future success depends on the continued service, availability and performance of our senior management and highly skilled personnel across all levels of our organization. Our senior management has acquired specialized knowledge and skills with respect to our business, and the loss of any of these individuals could harm our business, especially if we are not successful in developing adequate succession plans. Our efforts to attract, develop, integrate and retain highly skilled employees may be compounded by intensified restrictions on travel, immigration or the availability of work visas. The technology industry is often subject to substantial and continuous competition for talent, particularly with cybersecurity and AI backgrounds, and demand for cutting-edge or unique skill sets can be highly competitive, both of which are heightened with the increased availability of hybrid or remote working arrangements. We face an increasingly difficult challenge to attract and retain highly qualified security personnel to assist us in combating security threats. We may experience higher compensation costs to retain and recruit senior management and highly skilled personnel that may not be offset by improved productivity or increased sales. Our hybrid work environment may also present operational and workplace culture challenges, which could negatively affect our ability to execute against our business objectives and retain and recruit personnel."}
-{"_id": "ADBE20230354", "title": "ADBE Risks Related to the Operation of Our Business", "text": "We continue to hire personnel in countries where exceptional technical knowledge and other expertise are offered at lower costs, which increases the efficiency of our global workforce structure and reduces our personnel-related expenditures. Nonetheless, as globalization continues, competition for talent in those countries has increased, which may impact our ability to retain these employees and increase our compensation-related expenses."}
-{"_id": "ADBE20230355", "title": "ADBE Risks Related to the Operation of Our Business", "text": "Some of our enterprise offerings have extended and complex sales cycles, which may increase our costs and make our sales cycles unpredictable."}
-{"_id": "ADBE20230356", "title": "ADBE Risks Related to the Operation of Our Business", "text": "As we continue to target large enterprise customers for certain of our offerings, including Adobe Experience Cloud in our Digital Experience business and our Enterprise Term License Agreements in our Digital Media business, we may face increased costs, longer sales cycles, greater competition and less predictability in completing our sales. For our enterprise customers, the evaluation process may be longer and more involved, and require us to invest more in educating our customers about our products, services and solutions, particularly because the decision to use our products, services and solutions is often an enterprise-wide decision. We may be required to submit more robust proposals, participate in extended proof-of-concept evaluation cycles and engage in more extensive contract negotiations. In addition, our enterprise customers often demand more complex configurations and additional integration services and product features. Adverse macroeconomic conditions have caused, and may cause in the future, delays in our enterprise customers\u2019 purchasing decisions. Due to these factors, we often must devote greater sales support to certain enterprise customers, which increases our costs and time required to complete a sale, without assurance that potential customers will ultimately purchase our solutions. We also may be required to devote more services resources to implementation, which increases our costs, without assurance that customers receiving these services will renew or renew at the same level. Since the sales cycles for our enterprise offerings are multi-phased and complex, it is often unpredictable when a given sales cycle will close. Our revenue from enterprise customers may be affected by longer-than-expected sales and implementation cycles, extended collection cycles, potential deferral of revenue and alternative licensing arrangements. Additionally, our enterprise sales pattern has historically been uneven, where a higher percentage of a quarter\u2019s total sales occur during the final weeks of each quarter, which is common in our industry."}
-{"_id": "ADBE20230358", "title": "ADBE Risks Related to Laws and Regulations", "text": "We are subject to risks associated with compliance with laws and regulations globally, which may harm our business."}
-{"_id": "ADBE20230360", "title": "ADBE Risks Related to Laws and Regulations", "text": "We are a global company subject to varied and complex laws, regulations and customs, both domestically and internationally. These laws and regulations relate to a number of aspects of our business, including trade compliance, import and export control, anti-boycott, economic sanctions and embargoes, data and transaction processing security, payment card industry data security standards, consumer protection, records management, user-generated content hosted on websites we operate, privacy practices, data residency, corporate governance, antitrust and competition, employee and third-party complaints, anti-corruption, gift policies, conflicts of interest, securities regulations and other regulatory requirements affecting trade and investment. The application of these laws and regulations to our business is often unclear and may at times conflict. For example, we are subject to the U.S. Foreign Corrupt Practices Act and other anti-corruption and anti-bribery laws, but in other foreign countries, particularly those with developing economies, it is common to engage in practices that would be prohibited under such acts. We cannot provide assurance that our employees, contractors, agents, business partners and vendors will not take actions in violation of our internal policies, U.S. laws or other applicable international laws. Compliance with these laws and regulations may involve significant costs or require changes in our business practices that result in reduced revenue and profitability. Non-compliance could also result in fines, damages, criminal sanctions against us, our officers or our employees, prohibitions on the conduct of our business and damage to our reputation."}
-{"_id": "ADBE20230361", "title": "ADBE Risks Related to Laws and Regulations", "text": "In addition, approximately 50% of our employees are located outside the United States. Accordingly, we are exposed to changes in laws governing our employee relationships in various U.S. and foreign jurisdictions, including laws and regulations regarding wage and hour requirements, fair labor standards, employee data privacy, unemployment tax rates, workers\u2019 compensation rates, citizenship requirements and payroll and other taxes, which likely would have a direct impact on our operating costs."}
-{"_id": "ADBE20230362", "title": "ADBE Risks Related to Laws and Regulations", "text": "Increasing regulatory focus on privacy and security issues and expanding laws and regulatory requirements could impact our business models and expose us to increased liability."}
-{"_id": "ADBE20230363", "title": "ADBE Risks Related to Laws and Regulations", "text": "We are subject to global data protection, privacy and security laws, regulations and codes of conduct that relate to our various business units and data processing activities, which may include sensitive, confidential, and personal information. These laws, regulations and codes are inconsistent across jurisdictions and are subject to evolving and differing (sometimes conflicting) interpretations. Government officials and regulators, privacy advocates and class action attorneys are increasingly scrutinizing how companies collect, process, use, store, share and transmit personal data. This scrutiny can result in new and shifting interpretations of existing laws, thereby further impacting our business. For example, the General Data Protection Regulation (\u201cGDPR\u201d) in the European Economic Area, and the United Kingdom continues to be interpreted by European and UK courts in novel ways leading to shifting requirements, country specific differences in application and uncertain enforcement priorities. More recently enacted laws, such as the Personal Information Protection Law in China, and new and emerging state laws in the United States on privacy, data and related technologies, such as the California Consumer Privacy Act, the California Privacy Rights Act, the Colorado Privacy Act and the Virginia Consumer Data Protection Act, as well as industry self-regulatory codes and regulatory requirements, create new privacy and security compliance obligations and expand the scope of potential liability, either jointly or severally with our customers and suppliers. As a security example, pursuant to the U.S. Securities and Exchange Commission\u2019s Rules on Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure we are required to make certain disclosures related to material cybersecurity incidents and the reasonably likely impact of such an incident on Form 8-K and will be required to make certain other cybersecurity disclosures on Form 10-K. Determining whether a cybersecurity incident is notifiable or reportable may not be straightforward and any such mandatory disclosures could be costly and lead to negative publicity, loss of customer confidence in the effectiveness of our security measures, diversion of management\u2019s attention and governmental investigations."}
-{"_id": "ADBE20230364", "title": "ADBE Risks Related to Laws and Regulations", "text": "While we have invested in readiness to comply with applicable requirements, the dynamic and evolving nature of these laws, regulations and codes, as well as their interpretation by regulators and courts, may affect our ability (and our enterprise customers\u2019 ability) to reach current and prospective customers, to respond to both enterprise and individual customer requests under the laws (such as individual rights of access, correction and deletion of their personal information), to implement our business models effectively and to adequately address disclosure requirements. These laws, regulations and codes may also impact our innovation and business drivers in developing new and emerging technologies (for example, AI and machine learning) and may impact demand for our offerings and force us to bear the burden of more onerous obligations in our contracts. Perception of our practices, products, services or solutions, even if unfounded, as a violation of individual privacy, data protection rights or cybersecurity requirements, subjects us to public criticism, lawsuits, investigations, claims and other proceedings by regulators, industry groups or other third parties, all of which could disrupt or adversely impact our business and reputation and expose us to increased liability, fines and other punitive measures including prohibition on sales of our products, services or solutions, restrictive judicial orders and disgorgement of data. Additionally, we collect and store information on behalf of our business customers and if our customers fail to comply with contractual obligations or applicable laws, it could result in litigation or reputational harm to us."}
-{"_id": "ADBE20230366", "title": "ADBE Risks Related to Laws and Regulations", "text": "Transferring personal information across international borders is complex and subject to legal and regulatory requirements as well as active litigation and enforcement in a number of jurisdictions around the world, each of which could have an adverse impact on our ability to process and transfer personal data as part of our business operations. For example, European data transfers outside the European Economic Area are highly regulated and litigated. The mechanisms that we and many other companies rely upon for European data transfers (for example, Standard Contractual Clauses and the EU - US Data Privacy Framework) are the subject of legal challenge, regulatory interpretation and judicial decisions by the Court of Justice of the European Union. The suitability of Standard Contractual Clauses for data transfer in some scenarios has recently been the subject of legal challenge, and while the United States and the European Union reached agreement on the EU - US Data Privacy Framework, there are legal challenges to that data transfer mechanism as well. We continue to closely monitor for developments related to valid transfer mechanisms available for transferring personal data outside the European Economic Area (including the EU - US Data Privacy Framework) and other countries that have similar trans-border data flow requirements and adjust our practices accordingly. The open judicial questions and regulatory interpretations related to the validity of transfers using Standard Contractual Clauses have resulted in some changes in the obligations required to provide our services in the European Union and could expose us to potential sanctions and fines for non-compliance. Several other countries, including China, Australia, New Zealand, Brazil, Hong Kong and Japan, have also established specific legal requirements for cross-border transfers of personal information and certain countries have also established specific legal requirements for data"}
-{"_id": "ADBE20230367", "title": "ADBE Risks Related to Laws and Regulations", "text": "localization (such as where personal data must remain stored in the country). If other countries implement more restrictive regulations for cross-border data transfers or do not permit data to leave the country of origin, such developments could adversely impact our business and our enterprise customers\u2019 business, our financial condition and our results of operations in those jurisdictions."}
-{"_id": "ADBE20230368", "title": "ADBE Risks Related to Laws and Regulations", "text": "Our intellectual property portfolio is a valuable asset and we may not be able to protect our intellectual property rights, including our source code, from infringement or unauthorized copying, use or disclosure."}
-{"_id": "ADBE20230369", "title": "ADBE Risks Related to Laws and Regulations", "text": "Our patents, trademarks, trade secrets, copyrights and other intellectual property are valuable assets to us. Infringement or misappropriation of such intellectual property could result in lost revenues and ultimately reduce their value. We protect our intellectual property by relying on federal, state and common law rights in the United States and internationally, as well as a variety of administrative procedures and contractual restrictions. Despite our efforts, protecting our intellectual property rights and preventing unauthorized use of our intellectual property are inherently difficult. For instance, we actively combat software piracy, but we continue to lose revenue due to illegal use of our software. Third parties may illegally copy and sell counterfeit versions of our products. To the extent counterfeit installations and sales replace otherwise legitimate ones, our operating results could be adversely affected. We apply for patents in the United States and in foreign countries, but we are not always successful in obtaining patent protection or in obtaining such protection timely to meet our business needs. Our patents may be invalidated or circumvented. Moreover, due to challenges in detecting patent infringement pertaining to generative AI technologies, it may be more difficult to protect our generative AI and related innovations with patents. Additionally, if we use generative AI in the creation of our source code, we may not be able to rely on copyright to protect such intellectual property. Further, the laws of some foreign countries do not provide the same level of intellectual property protection as U.S. laws and courts and could fail to adequately protect our intellectual property rights. If unauthorized disclosure of our source code occurs through security breach, cyber-attack or otherwise, we could lose future trade secret protection for that source code. Such loss could make it easier for third parties to compete with our products by copying functionality, which could cause us to lose customers and could adversely affect our revenue and operating margins. If we cannot protect our intellectual property against unauthorized copying, use, or other misappropriation, our business could be harmed."}
-{"_id": "ADBE20230370", "title": "ADBE Risks Related to Laws and Regulations", "text": "We are, and may in the future become, subject to litigation, regulatory inquiries and intellectual property infringement claims, which could result in an unfavorable outcome and have an adverse effect on our business, financial condition, results of operation and cash flows."}
-{"_id": "ADBE20230371", "title": "ADBE Risks Related to Laws and Regulations", "text": "We are subject to various legal proceedings (including class action lawsuits), claims and regulatory inquiries that are not yet resolved and additional claims, enforcement actions and inquiries may arise in the future. Any proceedings, actions, claims or inquiries initiated by or against us, whether successful or not, may be time consuming; result in costly litigation, damage awards, consent decrees, injunctive relief or increased costs of business; require us to change our business practices or products; result in negative publicity; require significant amounts of management time; result in the diversion of significant operational resources, or otherwise harm our business and financial results."}
-{"_id": "ADBE20230372", "title": "ADBE Risks Related to Laws and Regulations", "text": "Additionally, we are currently, and may in the future be subject to claims, negotiations and complex, protracted litigation relating to disputes regarding the validity or alleged infringement of third-party intellectual property rights, including patent rights. Intellectual property disputes and litigation are typically costly and can be disruptive to our business operations by diverting the attention of management and key personnel. Third-party intellectual property disputes, including those initiated by patent assertion entities, could subject us to significant liabilities, require us to enter into royalty and licensing arrangements on unfavorable terms, prevent us from offering certain products, services or solutions, subject us to injunctions restricting our sales, cause severe disruptions to our operations or the markets in which we compete, or require us to satisfy indemnification commitments with our customers, including contractual provisions under various license arrangements and service agreements. In addition, we have incurred, and may in the future incur, significant costs in acquiring the necessary third-party intellectual property rights for use in our products, in some cases to fulfill contractual obligations with our customers. Any of these occurrences could significantly harm our business."}
-{"_id": "ADBE20230373", "title": "ADBE Risks Related to Laws and Regulations", "text": "We have not prevailed, and may not in the future prevail, in every lawsuit or dispute. For further information about specific litigation and proceedings, see the section titled \u201cLegal Proceedings\u201d contained in Part II, Item 8, Note 16 of our Notes to Consolidated Financial Statements of this report."}
-{"_id": "ADBE20230374", "title": "ADBE Risks Related to Laws and Regulations", "text": "Changes in tax rules and regulations or interpretations thereof may adversely affect our effective tax rates."}
-{"_id": "ADBE20230376", "title": "ADBE Risks Related to Laws and Regulations", "text": "We are a U.S.-based multinational company subject to tax in multiple domestic and foreign tax jurisdictions. Significant judgment is required in determining our current provision for income taxes and deferred tax assets or liabilities. Tax laws in the United States as well as other countries and jurisdictions in which we conduct business are subject to change as new laws are passed and/or new interpretations are made available, which may have a material impact on our business. These countries, governmental bodies, such as the European Commission of the European Union, and intergovernmental economic"}
-{"_id": "ADBE20230377", "title": "ADBE Risks Related to Laws and Regulations", "text": "organizations, such as the Organization for Economic Cooperation and Development, have made or could make unprecedented assertions about how taxation is determined and, in some cases, have proposed or enacted new laws that are contrary to the way in which rules and regulations have historically been interpreted and applied."}
-{"_id": "ADBE20230378", "title": "ADBE Risks Related to Laws and Regulations", "text": "Changes in our operating landscape, such as changes in laws or interpretations of tax rules, could adversely affect our effective tax rates and/or cause us to respond by making changes to our business structure, which could adversely affect our operations and financial results. Our future effective tax rates are likely to be unfavorably affected by changes in the tax rates in jurisdictions where our income is earned, changes in jurisdictions in which our profits are determined to be earned and taxed, changes in the valuation of our deferred tax assets and liabilities, changes in or interpretation of tax rules and regulations in the jurisdictions in which we do business, or unexpected negative changes in business and market conditions that could reduce certain tax benefits. An increase in our effective tax rate would reduce our profitability."}
-{"_id": "ADBE20230379", "title": "ADBE Risks Related to Laws and Regulations", "text": "Moreover, we are subject to the examination of our income tax returns by domestic and foreign tax authorities. We regularly assess the likelihood of outcomes resulting from these examinations to determine the adequacy of our provision for income taxes and have reserved for potential adjustments that may result from these examinations. While we believe our tax estimates are reasonable, we cannot provide assurance that the final determination of any of these examinations will not have an adverse effect on our financial position and results of operations."}
-{"_id": "ADBE20230380", "title": "ADBE Risks Related to Laws and Regulations", "text": "Contracting with government entities exposes us to additional risks inherent in the government procurement process."}
-{"_id": "ADBE20230381", "title": "ADBE Risks Related to Laws and Regulations", "text": "We provide products, services and solutions, directly and indirectly, to a variety of domestic and foreign government entities, which introduces certain risks and challenges not present in private commercial agreements, including varying governmental budgeting processes, fluctuations due to government spending cuts and shutdowns, highly competitive and lengthy bidding process that may be subject to political influence and adherence to complex procurement regulations and other government-specific contractual requirements. We incur significant up-front time and costs without any assurance that we will win a contract. Operating within a highly regulated industry, we have been and may in the future be subject to audits and investigations relating to our government contracts and any violations could result in termination of contracts and various civil and criminal penalties and administrative sanctions, including payment of fines and suspension or debarment from future government business, as well as harm to our reputation and financial results. We have made, and may continue to make, significant investments to support future sales opportunities in various government sectors, including to obtain various security authorizations and certifications. Such processes are complex, lengthy and can often be delayed. Furthermore, requirements may change, or we may be unable to achieve or sustain one or more government authorizations or certifications, which could affect our ability to sell to government entities until we meet any revised requirements."}
-{"_id": "ADBE20230383", "title": "ADBE Risks Related to Financial Performance", "text": "If there is a change in subscriptions or renewals in a reporting period, this could cause our financial results to suffer and may not be immediately reflected in our revenue and financial results for that period because we recognize revenue over the subscription term."}
-{"_id": "ADBE20230384", "title": "ADBE Risks Related to Financial Performance", "text": "Our offerings are typically subscription-based, pursuant to product and service agreements. We generally recognize revenue from our subscription offerings ratably over the terms of their subscription agreements, which typically range from 1 to 36 months. As a result, most of the subscription revenue we report each quarter is the result of subscription agreements entered into during previous quarters. Lower sales and subscriptions, reduced demand for our products, services and solutions, and increases in our attrition rate in any given period may not be fully reflected in our results of operations until future periods. Our subscription model could also make it difficult for us to rapidly increase our revenue from subscription-based or hosted services through additional sales in any period, as revenue from new customers will be recognized over the applicable subscription term. Our renewal rates may decline or fluctuate as a result of a number of factors, including our customers\u2019 level of satisfaction, our ability to continue enhancing features and functionality, reliability of our offerings, prices of ours and competitors\u2019 offerings, the actual or perceived information security of our systems and services, decreases in the size of our customer base, changes as a result of regulatory or legal requirements, changes in the composition of our customer base and reductions in our customers\u2019 spending levels or declines in customer activity. If our customers do not renew their subscriptions or if they renew on terms less favorable to us, our revenue may decline. Further, such impact on our revenue may not be immediately reflected in our financial results in the period in which our renewal rates changed and may adversely affect our financial results in future periods. If any of our assumptions about revenue from our subscription-based offerings prove incorrect, our actual results may suffer and vary from those anticipated."}
-{"_id": "ADBE20230385", "title": "ADBE Risks Related to Financial Performance", "text": "We are subject to fluctuations in foreign currency exchange rates and may not be able to effectively hedge our exposure."}
-{"_id": "ADBE20230387", "title": "ADBE Risks Related to Financial Performance", "text": "Our operating results and performance metrics are subject to fluctuations in foreign currency exchange rates due to the global scope of our business. Geopolitical and economic events, including war, trade disputes, economic sanctions and"}
-{"_id": "ADBE20230388", "title": "ADBE Risks Related to Financial Performance", "text": "emerging market volatility, and associated uncertainty have caused, and may in the future cause, currencies to fluctuate. Accordingly, amounts reported as annualized recurring revenue, a performance metric which we measure at currency rates that are set at the beginning of each fiscal year and held constant throughout the year, may vary from actual revenue recognized in accordance with generally accepted accounting principles in the United States."}
-{"_id": "ADBE20230389", "title": "ADBE Risks Related to Financial Performance", "text": "We attempt to mitigate a portion of these foreign currency exchange risks to our operating results through foreign currency hedging based on our judgment of the appropriate trade-offs among risk, opportunity and expense. We regularly review our hedging program and make adjustments that we believe are appropriate. Our hedging activities have not, and may not in the future, offset more than a portion of the adverse financial impact, including on our actual revenue recognized, resulting from unfavorable movement in foreign currency exchange rates, which could adversely affect our financial condition, business performance or results of operations."}
-{"_id": "ADBE20230390", "title": "ADBE Risks Related to Financial Performance", "text": "If our goodwill or intangible assets become impaired, then we could be required to record a significant charge to earnings."}
-{"_id": "ADBE20230391", "title": "ADBE Risks Related to Financial Performance", "text": "We test goodwill for impairment at least annually. We review our goodwill and intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable, including declines in stock price, market capitalization or reduced future cash flow estimates and slower growth rates in our industry. Depending on the results of our review, we may be required to record a significant charge to earnings in our consolidated financial statements during the period in which any impairment of our goodwill or intangible assets was determined, negatively impacting our results of operations."}
-{"_id": "ADBE20230392", "title": "ADBE Risks Related to Financial Performance", "text": "Our existing and future debt obligations may adversely affect our financial condition and future financial results."}
-{"_id": "ADBE20230396", "title": "ADBE Risks Related to Financial Performance", "text": "As of December 1, 2023, we had $3.65 billion in senior unsecured notes outstanding and a $3 billion commercial paper program with no amounts outstanding. We also had a $1.5 billion senior unsecured revolving credit agreement and $3.5 billion delayed draw term loan agreement, both of which were undrawn. Subsequent to December 1, 2023, the delayed draw term loan agreement was terminated. This debt or future additional indebtedness may adversely affect our financial condition and future financial results by, among other things: \u2022requiring the dedication of a portion of our expected cash flows from operations to service our debt, thereby reducing the amount of expected cash flows available for other purposes, including capital expenditures and acquisitions; \u2022increasing our vulnerability to adverse changes in our business and general economic and industry conditions; and \u2022limiting our ability to obtain future financing for working capital, capital expenditures, future acquisitions, general corporate or other purposes, which may also impact our ability to service and repay outstanding indebtedness as it becomes due."}
-{"_id": "ADBE20230397", "title": "ADBE Risks Related to Financial Performance", "text": "Our senior unsecured notes, commercial paper program and revolving credit agreement impose restrictions on us and require us to maintain compliance with specified covenants. Our ability to comply with these covenants may be affected by events beyond our control. If we breach any of the covenants and do not obtain a waiver from the noteholders or lenders, then, subject to applicable cure periods, any outstanding debt may be declared immediately due and payable."}
-{"_id": "ADBE20230398", "title": "ADBE Risks Related to Financial Performance", "text": "In addition, changes by any rating agency to our credit rating may negatively impact the value and liquidity of both our debt and equity securities, as well as the potential costs associated with a refinancing of our debt. Under certain circumstances, if our credit ratings are downgraded or other negative action is taken, the interest rate payable by us under our revolving credit agreement could increase. Downgrades in our credit ratings could also restrict our ability to obtain additional financing in the future and affect the terms of any such financing."}
-{"_id": "ADBE20230400", "title": "ADBE General Risk Factors", "text": "Catastrophic events, including events associated with climate change, may disrupt our business and adversely affect our financial condition and results of operations."}
-{"_id": "ADBE20230402", "title": "ADBE General Risk Factors", "text": "Our business relies on our network infrastructure and enterprise apps, internal technology systems and websites. A disruption, infiltration or failure of our systems, data centers or operations, or those of our third-party service providers due to a major earthquake, other natural disasters, including climate-related events (such as drought, water security, heat waves, cold waves, wildfires and poor air quality), power shutoff or loss, telecommunications failure, epidemic, pandemic, war, terrorist attack or other catastrophic event, could cause interruptions to our systems and business operations, damage to critical infrastructure, loss of intellectual property, data security breaches and data loss. Our corporate headquarters, significant research and development activity, certain of our data centers and other critical business operations are in the San Francisco Bay Area and the Salt Lake Valley Area, both of which are near major earthquake faults. A catastrophic event, particularly one that may"}
-{"_id": "ADBE20230403", "title": "ADBE General Risk Factors", "text": "disrupt our data centers or our critical activities, could prevent us from conducting normal business operations and providing our products, services and solutions, which could adversely affect our business. A catastrophic event could negatively impact a country or region in which we sell and, in turn, decrease demand for our products, services and solutions, which could negatively impact our business. Climate-related catastrophic events that may harm our business are also increasing in frequency and severity. We may be subject to additional climate-related regulations and reporting requirements and changing market dynamics and stakeholder expectations regarding climate change and our environmental impacts, all of which may impact our business, financial condition and results of operations."}
-{"_id": "ADBE20230404", "title": "ADBE General Risk Factors", "text": "The occurrence of an epidemic or a pandemic, such as the COVID-19 pandemic, has had and may continue to have an adverse effect on our operating results. The extent to which epidemics and pandemics impact our financial condition or results of operations will depend on many factors outside of our control and whether there is a material impact on the businesses or productivity of our customers, employees, suppliers and other partners. A global pandemic may also intensify the other risks described in this Part I, Item 1A of this report."}
-{"_id": "ADBE20230405", "title": "ADBE General Risk Factors", "text": "Our stock price may be volatile and your investment could lose value."}
-{"_id": "ADBE20230416", "title": "ADBE General Risk Factors", "text": "Our stock price has been and may continue to be volatile and subject to fluctuations. All factors described in this Part I, Item 1A of this report, some of which are beyond our control, may affect our stock price, including: \u2022shortfalls in or changes to estimates, recommendations or expectations about our revenue, margins, earnings, annualized recurring revenue or other key performance metrics set forth in guidance we provide or provided by financial analysts; \u2022changes in investor and analyst valuation models for our stock; \u2022changes in unearned revenue, remaining performance obligations and revenue recognized at a point in time, all of which may impact implied growth rates; \u2022developments related to products or services, technological advancements, strategic alliances, acquisitions or significant transactions by us or our competitors; \u2022changes in the amounts or frequency of stock repurchases; \u2022the loss of large customers or our inability to retain or increase sales to existing customers or attract new customers; \u2022changes to our management team, including recruitment or departure of key personnel; \u2022variations in our or our competitors\u2019 results of operations, changes in the competitive landscape generally and developments in our industry; \u2022general economic, political or market conditions; and \u2022other events, such as significant litigation and regulatory actions."}
-{"_id": "ADBE20230418", "title": "ADBE General Risk Factors", "text": "In addition, the market for technology stocks or the stock market in general has experienced, and may in the future experience, extreme fluctuations, which has caused, and may in the future cause, our stock price to decline for reasons unrelated to our financial performance. Volatility in our stock price has increased, and in the future may increase, our susceptibility to securities class action litigation, which could result in substantial costs and divert management\u2019s attention and resources, which may adversely affect our business."}
-{"_id": "ADBE20230420", "title": "ADBE UNRESOLVED STAFF COMMENTS", "text": "None."}
-{"_id": "ADBE20230422", "title": "ADBE CYBERSECURITY", "text": "Not applicable."}
-{"_id": "ADBE20230424", "title": "ADBE PROPERTIES", "text": "Our corporate headquarters is located in San Jose, California where we occupy approximately 1.7 million square feet of office space. We own all of our San Jose, California properties which we use for research, product development, sales, marketing and administrative purposes. We own and lease properties in various locations throughout the United States which we also use for research, product development, sales, marketing and administrative purposes, and data centers."}
-{"_id": "ADBE20230425", "title": "ADBE PROPERTIES", "text": "Outside of the United States, we own and lease properties throughout Europe, Middle East and Africa (\u201cEMEA\u201d) and Asia-Pacific (\u201cAPAC\u201d) for research, product development, sales, marketing and administrative purposes. The largest properties we occupy outside of the United States are our Bangalore, India and Noida, India offices which are approximately 0.7 million and 0.5 million square feet, respectively. We own and lease these properties in India."}
-{"_id": "ADBE20230426", "title": "ADBE PROPERTIES", "text": "During fiscal 2023, we continued to operate under a hybrid work model. We believe our existing facilities, both owned and leased, are in good operating condition and suitable for the conduct of our business."}
-{"_id": "ADBE20230427", "title": "ADBE PROPERTIES", "text": "See Note 18 of our Notes to Consolidated Financial Statements for further information regarding our lease obligations."}
-{"_id": "ADBE20230429", "title": "ADBE LEGAL PROCEEDINGS", "text": "The material set forth in the section titled \u201cLegal Proceedings\u201d in Note 16 of our Notes to Consolidated Financial Statements is incorporated herein by reference."}
-{"_id": "ADBE20230432", "title": "ADBE MINE SAFETY DISCLOSURES", "text": "Not applicable."}
-{"_id": "ADBE20230433", "title": "ADBE MINE SAFETY DISCLOSURES", "text": "MARKET FOR REGISTRANT\u2019S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES"}
-{"_id": "ADBE20230435", "title": "ADBE Market Information for Common Stock", "text": "Our common stock is traded on the Nasdaq Global Select Market under the symbol \u201cADBE.\u201d"}
-{"_id": "ADBE20230437", "title": "ADBE Stockholders", "text": "According to the records of our transfer agent, there were 905 holders of record of our common stock on January 5, 2024. Because many of such shares are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders."}
-{"_id": "ADBE20230439", "title": "ADBE Dividends", "text": "We do not anticipate paying any cash dividends in the foreseeable future."}
-{"_id": "ADBE20230451", "title": "ADBE Issuer Purchases of Equity Securities", "text": "Below is a summary of stock repurchases for the three months ended December 1, 2023. See Note 14 of our Notes to Consolidated Financial Statements for information regarding our stock repurchase programs. Period####Total Number of Shares Repurchased####Average Price Paid Per Share####Total Number of Shares Purchased as Part of Publicly Announced Plans####Approximate Dollar Value that May Yet be Purchased Under the Plans (1)## ##########(in millions, except average price per share)######## ##Beginning repurchase authority############$##3,483## ##September 2 \u2014 September 29, 2023################ ##Shares repurchased##0.6##$##538.26####0.6##$##(333)## ##September 30 \u2014 October 27, 2023################ ##Shares repurchased##0.6##$##521.39####0.6##$##(328)##(2) ##October 28 \u2014 December 1, 2023################ ##Shares repurchased##0.6##$##536.94####0.6##$##(318)##(2) ##Total##1.8########1.8##$##2,504##"}
-{"_id": "ADBE20230453", "title": "ADBE _________________________________________", "text": "(1)In December 2020, the Board of Directors granted authority to repurchase up to $15 billion in our common stock through the end of fiscal 2024."}
-{"_id": "ADBE20230454", "title": "ADBE _________________________________________", "text": "(2)In September 2023, we entered into a structured stock repurchase agreement with a large financial institution whereupon we provided them with a prepayment of $1 billion. As of December 1, 2023, approximately $354 million of the prepayment remained under this agreement."}
-{"_id": "ADBE20230457", "title": "ADBE [RESERVED]", "text": "MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS"}
-{"_id": "ADBE20230458", "title": "ADBE [RESERVED]", "text": "The following discussion should be read in conjunction with our Consolidated Financial Statements and Notes thereto. Discussion regarding our financial condition and results of operations for fiscal 2022 as compared to fiscal 2021 is included in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 2, 2022, filed with the SEC on January 17, 2023."}
-{"_id": "ADBE20230460", "title": "ADBE CRITICAL ACCOUNTING POLICIES AND ESTIMATES", "text": "In preparing our Consolidated Financial Statements in accordance with GAAP and pursuant to the rules and regulations of the SEC, we make assumptions, judgments and estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. We evaluate our assumptions, judgments and estimates on a regular basis. We also discuss our critical accounting policies and estimates with the Audit Committee of the Board of Directors."}
-{"_id": "ADBE20230461", "title": "ADBE CRITICAL ACCOUNTING POLICIES AND ESTIMATES", "text": "We believe that the assumptions, judgments and estimates involved in the accounting for revenue recognition and income taxes have the greatest potential impact on our Consolidated Financial Statements. These areas are key components of our results of operations and are based on complex rules requiring us to make judgments and estimates, and consequently, we consider these to be our critical accounting policies. Historically, our assumptions, judgments and estimates relative to our critical accounting policies have not differed materially from actual results."}
-{"_id": "ADBE20230463", "title": "ADBE Revenue Recognition", "text": "Our contracts with customers may include multiple goods and services. For example, some of our offerings include both on-premise and/or on-device software licenses and cloud services. Determining whether the software licenses and the cloud services are distinct from each other, and therefore performance obligations to be accounted for separately, or not distinct from each other, and therefore part of a single performance obligation, may require significant judgment. We have concluded that the on-premise/on-device software licenses and cloud services provided in our Creative Cloud and Document Cloud subscription offerings are not distinct from each other such that revenue from each offering should be recognized ratably over the subscription period for which the cloud services are provided. In reaching this conclusion, we considered the nature of our promise to Creative Cloud and Document Cloud customers, which is to provide a complete end-to-end creative design or document workflow solution that operates seamlessly across multiple devices and teams. We fulfill this promise by providing access to a solution that integrates cloud-based and on-premise/on-device features that, together through their integration, provide functionalities, utility and workflow efficiencies that could not be obtained from either the on-premise/on-device software or cloud services on their own."}
-{"_id": "ADBE20230464", "title": "ADBE Revenue Recognition", "text": "Cloud-based features that are integral to our Creative Cloud and Document Cloud offerings and that work together with the on-premise/on-device software include, but are not limited to: Creative Cloud Libraries, which enable customers to access their work, settings, preferences and other assets seamlessly across desktop and mobile devices and collaborate across teams in real time; shared reviews which enable simultaneous editing and commenting of digital assets across desktop, mobile and web; automatic cloud rendering of a design which enables it to be worked on in multiple mediums; and Sensei, Adobe\u2019s cloud-hosted artificial intelligence and machine learning framework, which enables features such as automated photo-editing, photograph content-awareness, natural language processing, optical character recognition and automated document tagging."}
-{"_id": "ADBE20230466", "title": "ADBE Accounting for Income Taxes", "text": "We use the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Significant judgment is required in determining our current provision for income taxes and deferred tax assets or liabilities. We record a valuation allowance to reduce deferred tax assets to an amount for which realization is more likely than not."}
-{"_id": "ADBE20230468", "title": "ADBE Accounting for Income Taxes", "text": "Our assumptions, judgments and estimates relative to the current provision for income taxes take into account our interpretation and application of current tax laws and possible outcomes of current and future examinations conducted by domestic and foreign tax authorities. We have established reserves for income taxes to address potential exposures involving tax positions that could be challenged by tax authorities. We regularly assess the likelihood of outcomes resulting from these examinations to determine the adequacy of our provision for income taxes and associated reserves. To the extent that the final"}
-{"_id": "ADBE20230469", "title": "ADBE Accounting for Income Taxes", "text": "determination of any of these examinations is different from the amounts recorded, such differences will affect the provision for income taxes and the effective tax rate in the period in which such determination is made."}
-{"_id": "ADBE20230471", "title": "ADBE Recent Accounting Pronouncements", "text": "See Note 1 of our Notes to Consolidated Financial Statements for information regarding recent accounting pronouncements that are of significance or potential significance to us."}
-{"_id": "ADBE20230474", "title": "ADBE Overview of 2023", "text": "For our fiscal 2023, we experienced strong demand across our Digital Media and Digital Experience offerings, driven by our innovative product roadmap. As we execute on our long-term growth initiatives and deliver product innovation, we have continued to experience growth in software-based subscription revenue across our portfolio of offerings."}
-{"_id": "ADBE20230476", "title": "ADBE Digital Media", "text": "In our Digital Media segment, we are a market leader with Creative Cloud, our subscription-based offering which provides desktop tools, mobile apps and cloud-based services for designing, creating and publishing rich content and immersive 3D experiences. Creative Cloud includes Adobe Express, a web and mobile app designed to enable a broad spectrum of users, including novice content creators, communicators and creative professionals, to create, edit and customize content quickly and easily with content-first, task-based solutions. In September 2023, we released Adobe Firefly, a group of creative generative AI models designed to generate high quality images and text effects. Adobe Firefly-powered generative AI features are also available across Creative Cloud apps including Adobe Photoshop and Adobe Express. Creative Cloud delivers value with deep, cross-product integration, frequent product updates and feature enhancements, cloud-enabled services including storage and syncing of files across users\u2019 devices, machine learning and artificial intelligence, access to marketplace, social and community-based features with our Adobe Stock and Behance services, app creation capabilities, tools which assist with enterprise deployments and team collaboration, and affordable pricing for cost-sensitive customers."}
-{"_id": "ADBE20230477", "title": "ADBE Digital Media", "text": "We offer Creative Cloud for individuals, students, teams and enterprises. We expect Creative Cloud will drive sustained long-term revenue growth through a continued expansion of our customer base by attracting new users with new features and products like Adobe Express and Adobe Firefly that make creative tools accessible to first-time creators and communicators, and delivering new features and technologies to existing customers with our latest releases such as share for review and generative AI capabilities. We have also built out a marketplace for Creative Cloud subscribers to enable the delivery and purchase of stock content in our Adobe Stock service. Overall, our strategy with Creative Cloud is designed to enable us to increase our revenue with existing users, continue to attract new customers, and grow our recurring and predictable revenue stream that is recognized ratably."}
-{"_id": "ADBE20230478", "title": "ADBE Digital Media", "text": "We continue to implement strategies that are designed to accelerate awareness, consideration and purchase of subscriptions to our Creative Cloud offerings. These strategies include increasing the value Creative Cloud users receive, such as offering new and enhanced desktop, web and mobile apps, as well as targeted promotions and offers that attract past customers and potential users to experience and ultimately subscribe to Creative Cloud. Because of the shift towards Creative Cloud subscriptions and Enterprise Term License Agreements (\u201cETLAs\u201d), revenue from perpetual licensing of our Creative products has been immaterial to our business."}
-{"_id": "ADBE20230479", "title": "ADBE Digital Media", "text": "We are also a market leader with our Document Cloud offerings built around our Adobe Acrobat family of products, with a set of integrated mobile apps and cloud-based document services which enable users to create, collaborate, review, approve, sign and track documents regardless of platform or application source type. Document Cloud, which enhances the way people manage critical documents at home, in the office and across devices, includes Adobe Acrobat, Adobe Acrobat Sign and Adobe Scan. Adobe Acrobat is offered both through subscription and perpetual licenses, and is also included in our Creative Cloud All Apps subscription offering."}
-{"_id": "ADBE20230480", "title": "ADBE Digital Media", "text": "As part of our Creative Cloud and Document Cloud strategies, we utilize a data-driven operating model (\u201cDDOM\u201d) and our Adobe Experience Cloud solutions to raise awareness of our products, drive new customer acquisition, engagement and retention, and optimize customer journeys, which continue to contribute strong product-led growth in the business."}
-{"_id": "ADBE20230482", "title": "ADBE Digital Media", "text": "Annualized Recurring Revenue (\u201cARR\u201d) is currently the key performance metric our management uses to assess the health and trajectory of our overall Digital Media segment. ARR should be viewed independently of revenue, deferred revenue and remaining performance obligations as ARR is a performance metric and is not intended to be combined with any of these items. We adjust our reported ARR on an annual basis to reflect any exchange rate changes. Our reported ARR results in the"}
-{"_id": "ADBE20230483", "title": "ADBE Digital Media", "text": "current fiscal year are based on currency rates set at the beginning of the year and held constant throughout the year for measurement purposes. We calculate ARR as follows:"}
-{"_id": "ADBE20230484", "title": "ADBE Digital Media", "text": "Creative ARR Annual Value of Creative Cloud Subscriptions and Services + Annual Creative ETLA Contract Value"}
-{"_id": "ADBE20230485", "title": "ADBE Digital Media", "text": "Document Cloud ARR Annual Value of Document Cloud Subscriptions and Services + Annual Document Cloud ETLA Contract Value"}
-{"_id": "ADBE20230487", "title": "ADBE Digital Media ARR Creative ARR + Document Cloud ARR", "text": "Creative ARR exiting fiscal 2023 was $12.37 billion, up from $10.98 billion at the end of fiscal 2022. Document Cloud ARR exiting fiscal 2023 was $2.81 billion, up from $2.28 billion at the end of fiscal 2022. Total Digital Media ARR grew to $15.17 billion at the end of fiscal 2023, up from $13.26 billion at the end of fiscal 2022. Revaluing our ending ARR for fiscal 2023 using currency rates determined at the beginning of fiscal 2024, our Digital Media ARR at the end of fiscal 2023 would be $15.33 billion or approximately $160 million higher than the ARR reported above."}
-{"_id": "ADBE20230488", "title": "ADBE Digital Media ARR Creative ARR + Document Cloud ARR", "text": "Our success in driving growth in ARR has positively affected our revenue growth. Creative revenue in fiscal 2023 was $11.52 billion, up from $10.46 billion in fiscal 2022 and representing 10% year-over-year growth. Document Cloud revenue in fiscal 2023 was $2.70 billion, up from $2.38 billion in fiscal 2022 and representing 13% year-over-year growth. Total Digital Media segment revenue grew to $14.22 billion in fiscal 2023, up from $12.84 billion in fiscal 2022 and representing 11% year-over-year growth driven by strong net new user growth."}
-{"_id": "ADBE20230490", "title": "ADBE Digital Experience", "text": "We are a market leader in the fast-growing category addressed by our Digital Experience segment. The Adobe Experience Cloud apps and services are designed to manage customer journeys, enable personalized experiences at scale and deliver intelligence for businesses of any size in any industry. Our differentiation and competitive advantage are strengthened by our ability to use the Adobe Experience Platform to integrate our comprehensive set of solutions."}
-{"_id": "ADBE20230495", "title": "ADBE Digital Experience", "text": "Adobe Experience Cloud delivers solutions for our customers across the following strategic growth pillars: \u2022Data insights and audiences. Our products, including Adobe Analytics, Customer Journey Analytics, Adobe Product Analytics, and our Real-time Customer Data Platform, deliver actionable data in real time to provide highly tailored and adaptive experiences across platforms. \u2022Content and commerce. Our products help customers manage, deliver, monetize, and optimize content delivery through Adobe Experience Manager and build multi-channel commerce experiences for B2B and B2C customers on a single platform with Adobe Commerce. \u2022Customer journeys. Our products help businesses manage, test, target and personalize customer journeys delivered as campaigns across B2B and B2C use cases, including through Adobe Marketo Engage, Adobe Campaign, Adobe Target and Adobe Journey Optimizer. \u2022Marketing planning and workflow. Our products help businesses intelligently measure, optimize, and plan marketing investments through the Adobe Mix Modeler, and allow businesses to strategically plan, manage, collaborate, and execute on workflows for marketing campaigns and other projects at speed and scale with our enterprise work management app, Adobe Workfront."}
-{"_id": "ADBE20230497", "title": "ADBE Digital Experience", "text": "In addition to chief marketing officers, chief revenue officers and digital marketers, users of our Digital Experience solutions include advertisers, campaign managers, publishers, data analysts, content managers, social marketers, marketing executives and information management and technology executives. These customers often are involved in workflows that integrate other Adobe products, such as our Digital Media offerings. By combining the creativity of our Digital Media business with the science of our Digital Experience business, such as with our new Adobe GenStudio solution, we help our customers to more efficiently and effectively make, manage, measure and monetize their content across every channel with an end-to-end workflow and feedback loop."}
-{"_id": "ADBE20230498", "title": "ADBE Digital Experience", "text": "We utilize a direct sales force to market and license our Digital Experience solutions, as well as an extensive ecosystem of partners, including marketing agencies, systems integrators and independent software vendors that help license and deploy our solutions to their customers. We have made significant investments to broaden the scale and size of all of these routes to market, and our recent financial results reflect the success of these investments and our experience-led growth strategy."}
-{"_id": "ADBE20230499", "title": "ADBE Digital Experience", "text": "Digital Experience revenue was $4.89 billion in fiscal 2023, up from $4.42 billion in fiscal 2022 which represents 11% year-over-year growth. Driving this growth was the increase in subscription revenue, which grew to $4.33 billion in fiscal 2023 from $3.88 billion in fiscal 2022, representing 12% year-over-year growth."}
-{"_id": "ADBE20230501", "title": "ADBE Macroeconomic Conditions", "text": "As a corporation with an extensive global footprint, we are subject to risks and exposures from the evolving macroeconomic environment, including the effects of increased global inflationary pressures and interest rates, fluctuations in foreign currency exchange rates, potential economic slowdowns or recessions and geopolitical pressures, including the unknown impacts of current and future trade regulations. We continuously monitor the direct and indirect impacts of these circumstances on our business and financial results. For example, foreign currency exchange rate fluctuations have negatively impacted our revenue and earnings during fiscal 2023, and may continue to negatively impact our financial results in fiscal 2024."}
-{"_id": "ADBE20230502", "title": "ADBE Macroeconomic Conditions", "text": "While our revenue and earnings are relatively predictable as a result of our subscription-based business model, the broader implications of these macroeconomic events on our business, results of operations and overall financial position, particularly in the long term, remain uncertain. See the section titled \u201cRisk Factors\u201d in Part I, Item 1A of this report for further discussion of the possible impact of these macroeconomic issues on our business."}
-{"_id": "ADBE20230512", "title": "ADBE Financial Performance Summary for Fiscal 2023", "text": " \u2022Total Digital Media ARR of approximately $15.17 billion as of December 1, 2023 increased by $1.91 billion, or 14%, from $13.26 billion as of December 2, 2022. \u2022Creative revenue of $11.52 billion increased by $1.06 billion, or 10%, during fiscal 2023, from $10.46 billion in fiscal 2022. Document Cloud revenue of $2.70 billion increased by $316 million, or 13%, during fiscal 2023, from $2.38 billion in fiscal 2022. \u2022Digital Experience revenue of $4.89 billion increased by $471 million, or 11%, during fiscal 2023, from $4.42 billion in fiscal 2022. \u2022Remaining performance obligations of $17.22 billion as of December 1, 2023 increased by $2.02 billion, or 13%, from $15.19 billion as of December 2, 2022. \u2022Cost of revenue of $2.35 billion increased by $189 million, or 9%, during fiscal 2023, from $2.17 billion in fiscal 2022. \u2022Operating expenses of $10.41 billion increased by $1.06 billion, or 11%, during fiscal 2023, from $9.34 billion in fiscal 2022. \u2022Net income of $5.43 billion increased by $672 million, or 14%, during fiscal 2023, from $4.76 billion in fiscal 2022. \u2022Cash flows from operations of $7.30 billion during fiscal 2023 decreased by $536 million, or 7%, from $7.84 billion in fiscal 2022."}
-{"_id": "ADBE20230522", "title": "ADBE Revenue", "text": "Revenue for fiscal 2021 benefited from an extra week in the first quarter of fiscal 2021 due to our 52/53 week financial calendar whereby fiscal 2021 was a 53-week year compared with fiscal 2023 and 2022 which were 52-week years. (dollars in millions)####2023######2022######2021####% Change 2023-2022## Subscription##$##18,284####$##16,388####$##14,573####12##% Percentage of total revenue####94##%####93##%####92##%#### Product####460######532######555####(14)##% Percentage of total revenue####2##%####3##%####4##%#### Services and other####665######686######657####(3)##% Percentage of total revenue####4##%####4##%####4##%#### Total revenue##$##19,409####$##17,606####$##15,785####10##%"}
-{"_id": "ADBE20230524", "title": "ADBE Subscription", "text": "Our subscription revenue is comprised primarily of fees we charge for our subscription and hosted service offerings, and related support, including Creative Cloud and certain of our Adobe Experience Cloud and Document Cloud services. We primarily recognize subscription revenue ratably over the term of agreements with our customers, beginning with commencement of service. Subscription revenue related to certain offerings, where fees are based on a number of transactions and invoicing is aligned to the pattern of performance, customer benefit and consumption, are recognized on a usage basis."}
-{"_id": "ADBE20230530", "title": "ADBE Subscription", "text": "We have the following reportable segments: Digital Media, Digital Experience, and Publishing and Advertising. Subscription revenue by reportable segment for fiscal 2023, 2022 and 2021 is as follows: (dollars in millions)####2023####2022####2021##% Change 2023-2022## Digital Media##$##13,838##$##12,385##$##11,048##12##% Digital Experience####4,331####3,880####3,379##12##% Publishing and Advertising####115####123####146##(7)##% Total subscription revenue##$##18,284##$##16,388##$##14,573##12##%"}
-{"_id": "ADBE20230532", "title": "ADBE Product", "text": "Our product revenue is comprised primarily of fees related to licenses for on-premise software purchased on a perpetual basis, for a fixed period of time or based on usage for certain of our original equipment manufacturer and royalty agreements. We primarily recognize product revenue at the point in time the software is available to the customer, provided all other revenue recognition criteria are met."}
-{"_id": "ADBE20230534", "title": "ADBE Services and Other", "text": "Our services and other revenue is comprised primarily of fees related to consulting, training, maintenance and support for certain on-premise licenses that are recognized at a point in time and our advertising offerings. We typically sell our consulting contracts on a time-and-materials or fixed-fee basis. These revenues are recognized as the services are performed for time-and-materials contracts and on a relative performance basis for fixed-fee contracts. Training revenues are recognized as the services are performed. Our maintenance and support offerings, which entitle customers, partners and developers to receive desktop product upgrades and enhancements or technical support, depending on the offering, are generally recognized ratably over the term of the arrangement. Transaction-based advertising revenue is recognized on a usage basis as we satisfy the performance obligations to our customers."}
-{"_id": "ADBE20230538", "title": "ADBE Segments", "text": "In fiscal 2023, we categorized our products into the following reportable segments: \u2022Digital Media\u2014Our Digital Media segment provides products and services that enable individuals, teams, businesses, and enterprises to create, publish and promote their content anywhere and accelerate their productivity by transforming how they view, share, engage with and collaborate on documents and creative content. Our customers include creative professionals, including photographers, video editors, graphic and experience designers"}
-{"_id": "ADBE20230541", "title": "ADBE Segments", "text": "and game developers; communicators, including content creators, students, marketers and knowledge workers; and consumers. \u2022Digital Experience\u2014Our Digital Experience segment provides an integrated platform and set of products, services and solutions that enable businesses to create, manage, execute, measure, monetize and optimize customer experiences that span from analytics to commerce. Our customers include marketers, advertisers, agencies, publishers, merchandisers, merchants, web analysts, data scientists, developers and executives across the C-suite. \u2022Publishing and Advertising\u2014Our Publishing and Advertising segment contains legacy products and services that address diverse market opportunities, including eLearning solutions, technical document publishing, web conferencing, document and forms platform, web app development, high-end printing and our Adobe Advertising offerings."}
-{"_id": "ADBE20230550", "title": "ADBE Segment Information", "text": " (dollars in millions)####2023######2022######2021####% Change 2023-2022## Digital Media##$##14,216####$##12,842####$##11,520####11##% Percentage of total revenue####73##%####73##%####73##%#### Digital Experience####4,893######4,422######3,867####11##% Percentage of total revenue####25##%####25##%####24##%#### Publishing and Advertising####300######342######398####(12)##% Percentage of total revenue####2##%####2##%####3##%#### Total revenue##$##19,409####$##17,606####$##15,785####10##%"}
-{"_id": "ADBE20230556", "title": "ADBE Digital Media", "text": "Revenue by major offerings in our Digital Media reportable segment for fiscal 2023, 2022 and 2021 were as follows: (dollars in millions)####2023####2022####2021##% Change 2023-2022## Creative Cloud##$##11,517##$##10,459##$##9,546##10##% Document Cloud####2,699####2,383####1,974##13##% Total Digital Media revenue##$##14,216##$##12,842##$##11,520##11##%"}
-{"_id": "ADBE20230557", "title": "ADBE Digital Media", "text": "Revenue from Digital Media increased $1.37 billion during fiscal 2023 as compared to fiscal 2022, driven by increases in revenue associated with our Creative and Document Cloud subscription offerings due to continued demand amid an increasingly digital environment, strong engagement across customer segments and migrating our customers to higher valued subscription offerings with increased revenue per subscription, partially offset by the impact of foreign currency exchange rate fluctuations."}
-{"_id": "ADBE20230559", "title": "ADBE Digital Experience", "text": "Revenue from Digital Experience increased $471 million during fiscal 2023 as compared to fiscal 2022 primarily due to net new additions across our subscription offerings, partially offset by the impact of foreign currency exchange rate fluctuations."}
-{"_id": "ADBE20230569", "title": "ADBE Geographical Information", "text": " (dollars in millions)####2023######2022######2021####% Change 2023-2022## Americas##$##11,654####$##10,251####$##8,996####14##% Percentage of total revenue####60##%####58##%####57##%#### EMEA####4,881######4,593######4,252####6##% Percentage of total revenue####25##%####26##%####27##%#### APAC####2,874######2,762######2,537####4##% Percentage of total revenue####15##%####16##%####16##%#### Total revenue##$##19,409####$##17,606####$##15,785####10##%"}
-{"_id": "ADBE20230570", "title": "ADBE Geographical Information", "text": "Overall revenue during fiscal 2023 increased in all geographic regions as compared to fiscal 2022. Within each geographic region, the fluctuations in revenue by reportable segment were attributable to the factors noted in the segment information above."}
-{"_id": "ADBE20230571", "title": "ADBE Geographical Information", "text": "Included in the overall change in revenue for fiscal 2023 as compared to fiscal 2022 were impacts associated with foreign currency which were mitigated in part by our foreign currency hedging program. During fiscal 2023, the U.S. Dollar primarily strengthened against EMEA and APAC foreign currencies as compared to fiscal 2022, which decreased revenue in U.S. Dollar equivalents by approximately $371 million. During fiscal 2023, the foreign currency impacts to revenue were offset in part by net hedging gains from our cash flow hedging program of $41 million."}
-{"_id": "ADBE20230572", "title": "ADBE Geographical Information", "text": "See Note 2 of our Notes to Consolidated Financial Statements for additional details of revenue by geography."}
-{"_id": "ADBE20230581", "title": "ADBE Cost of Revenue", "text": " (dollars in millions)####2023######2022######2021####% Change 2023-2022## Subscription##$##1,822####$##1,646####$##1,374####11##% Percentage of total revenue####9##%####9##%####9##%#### Product####29######35######41####(17)##% Percentage of total revenue####*######*######*###### Services and other####503######484######450####4##% Percentage of total revenue####3##%####3##%####3##%#### Total cost of revenue##$##2,354####$##2,165####$##1,865####9##%"}
-{"_id": "ADBE20230583", "title": "ADBE _________________________________________", "text": "(*) Percentage is less than 1%."}
-{"_id": "ADBE20230585", "title": "ADBE Subscription", "text": "Cost of subscription revenue consists of third-party hosting services and data center costs, including expenses related to operating our network infrastructure. Cost of subscription revenue also includes compensation costs associated with network operations, implementation, account management and technical support personnel, royalty fees, software costs and amortization of certain intangible assets."}
-{"_id": "ADBE20230592", "title": "ADBE Subscription", "text": "Cost of subscription revenue increased due to the following: ##Components of % Change 2023-2022## Hosting services and data center costs##7##% Loss contingency##3## Royalty costs##2## Amortization of intangibles##(1)## Total change##11##%"}
-{"_id": "ADBE20230593", "title": "ADBE Subscription", "text": "Cost of subscription revenue during fiscal 2023 included a loss contingency associated with an IP litigation matter."}
-{"_id": "ADBE20230595", "title": "ADBE Product", "text": "Cost of product revenue is primarily comprised of third-party royalties, localization costs and costs associated with the manufacturing of our products."}
-{"_id": "ADBE20230597", "title": "ADBE Services and Other", "text": "Cost of services and other revenue is primarily comprised of compensation and contracted costs incurred to provide consulting services, training and product support, and hosting services and data center costs."}
-{"_id": "ADBE20230599", "title": "ADBE Services and Other", "text": "Cost of services and other revenue increased during fiscal 2023 as compared to fiscal 2022 primarily due to increases in compensation costs partially offset by decreases in professional and consulting fees."}
-{"_id": "ADBE20230610", "title": "ADBE Operating Expenses", "text": " (dollars in millions)####2023######2022######2021####% Change 2023-2022## Research and development##$##3,473####$##2,987####$##2,540####16##% Percentage of total revenue####18##%####17##%####16##%#### Sales and marketing####5,351######4,968######4,321####8##% Percentage of total revenue####28##%####28##%####27##%#### General and administrative####1,413######1,219######1,085####16##% Percentage of total revenue####7##%####7##%####7##%#### Amortization of intangibles####168######169######172####(1)##% Percentage of total revenue####1##%####1##%####1##%#### Total operating expenses##$##10,405####$##9,343####$##8,118####11##%"}
-{"_id": "ADBE20230612", "title": "ADBE Research and Development", "text": "Research and development expenses consist primarily of compensation and contracted costs associated with software development, third-party hosting services and data center costs, related facilities costs and expenses associated with computer equipment and software used in development activities."}
-{"_id": "ADBE20230619", "title": "ADBE Research and Development", "text": "Research and development expenses increased due to the following: ##Components of % Change 2023-2022## Incentive compensation, cash and stock-based##6##% Base compensation and related benefits##6## Hosting services and data center costs##2## Various individually insignificant items##2## Total change##16##%"}
-{"_id": "ADBE20230620", "title": "ADBE Research and Development", "text": "Investments in research and development, including the recruiting and hiring of software developers, are critical to remain competitive in the marketplace and are directly related to continued timely development of new and enhanced offerings and solutions. We will continue to focus on long-term opportunities available in our end markets and make significant investments in the development of our subscription and service offerings, apps and tools."}
-{"_id": "ADBE20230622", "title": "ADBE Sales and Marketing", "text": "Sales and marketing expenses consist primarily of compensation costs, amortization of contract acquisition costs, including sales commissions, travel expenses and related facilities costs for our sales, marketing, order management and global supply chain management personnel. Sales and marketing expenses also include the costs of programs aimed at increasing revenue, such as advertising, trade shows and events, public relations and other market development programs."}
-{"_id": "ADBE20230628", "title": "ADBE Sales and Marketing", "text": "Sales and marketing expenses increased due to the following: ##Components of % Change 2023-2022## Base compensation and related benefits##3##% Incentive compensation, cash and stock-based##3## Various individually insignificant items##2## Total change##8##%"}
-{"_id": "ADBE20230631", "title": "ADBE General and Administrative", "text": "General and administrative expenses consist primarily of compensation and contracted costs, travel expenses and related facilities costs for our finance, facilities, human resources, legal, information services and executive personnel. General and administrative expenses also include outside legal and accounting fees, provision for bad debts, expenses associated with computer equipment and software used in the administration of the business, charitable contributions and various forms of insurance."}
-{"_id": "ADBE20230638", "title": "ADBE General and Administrative", "text": "General and administrative expenses increased due to the following: ##Components of % Change 2023-2022## Professional and consulting fees##9##% Base compensation and related benefits##5## Incentive compensation, cash and stock-based##3## Various individually insignificant items##(1)## Total change##16##%"}
-{"_id": "ADBE20230639", "title": "ADBE General and Administrative", "text": "Professional and consulting fees increased from fiscal 2023 as compared to fiscal 2022 primarily due to transaction costs associated with our intended acquisition of Figma."}
-{"_id": "ADBE20230648", "title": "ADBE Non-Operating Income (Expense), Net", "text": " (dollars in millions)####2023######2022######2021####% Change 2023-2022## Interest expense##$##(113)####$##(112)####$##(113)####1##% Percentage of total revenue####(1)##%####(1)##%####(1)##%#### Investment gains (losses), net####16######(19)######16####**## Percentage of total revenue####*######*######*###### Other income (expense), net####246######41######\u2014####**## Percentage of total revenue####1##%####*######*###### Total non-operating income (expense), net##$##149####$##(90)####$##(97)####**##"}
-{"_id": "ADBE20230650", "title": "ADBE _________________________________________", "text": "(*) Percentage is less than 1%."}
-{"_id": "ADBE20230651", "title": "ADBE _________________________________________", "text": "(**) Percentage is not meaningful."}
-{"_id": "ADBE20230653", "title": "ADBE Interest Expense", "text": "Interest expense represents interest associated with our debt instruments. Interest on our senior notes is payable semi-annually, in arrears, on February 1 and August 1."}
-{"_id": "ADBE20230655", "title": "ADBE Investment Gains (Losses), Net", "text": "Investment gains (losses), net consists principally of unrealized holding gains and losses associated with our deferred compensation plan assets."}
-{"_id": "ADBE20230657", "title": "ADBE Other Income (Expense), Net", "text": "Other income (expense), net consists primarily of interest earned on cash, cash equivalents and short-term fixed income investments. Other income (expense), net also includes realized gains and losses on fixed income investments and foreign exchange gains and losses."}
-{"_id": "ADBE20230658", "title": "ADBE Other Income (Expense), Net", "text": "Other income (expense), increased during fiscal 2023 as compared to fiscal 2022 primarily due to increases in interest income driven by higher average interest rates and cash equivalent balances."}
-{"_id": "ADBE20230663", "title": "ADBE Provision for Income Taxes", "text": " (dollars in millions)####2023######2022######2021####% Change 2023-2022## Provision for income taxes##$##1,371####$##1,252####$##883####10##% Percentage of total revenue####7##%####7##%####6##%#### Effective tax rate####20##%####21##%####15##%####"}
-{"_id": "ADBE20230664", "title": "ADBE Provision for Income Taxes", "text": "Our effective tax rate decreased by approximately one percentage point during fiscal 2023 as compared to fiscal 2022, primarily due to an increase in the net tax benefit from effects of non-U.S. operations in fiscal 2023."}
-{"_id": "ADBE20230666", "title": "ADBE Provision for Income Taxes", "text": "Our effective tax rate for fiscal 2023 was lower than the U.S. federal statutory tax rate of 21% primarily due to the tax benefits from the U.S. federal research tax credit and non-U.S. operations, partially offset by state taxes."}
-{"_id": "ADBE20230667", "title": "ADBE Provision for Income Taxes", "text": "We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized based on evaluation of all available positive and negative evidence. On the basis of this evaluation, we continue to maintain a valuation allowance to reduce our deferred tax assets to the amount realizable. The total valuation allowance was $405 million as of December 1, 2023, primarily related to certain state credits."}
-{"_id": "ADBE20230668", "title": "ADBE Provision for Income Taxes", "text": "We are a U.S.-based multinational company subject to tax in multiple domestic and foreign tax jurisdictions. The current U.S. tax law subjects the earnings of certain foreign subsidiaries to U.S. tax and generally allows an exemption from taxation for distributions from foreign subsidiaries."}
-{"_id": "ADBE20230669", "title": "ADBE Provision for Income Taxes", "text": "In the current global tax policy environment, the domestic and foreign governing bodies continue to consider, and in some cases introduce, changes in regulations applicable to corporate multinationals such as Adobe. As regulations are issued, we account for finalized regulations in the period of enactment."}
-{"_id": "ADBE20230670", "title": "ADBE Provision for Income Taxes", "text": "Beginning in 2023, under the provisions introduced by the U.S. Tax Act, we are required to capitalize and amortize research and development costs. If the rule is not modified, there will continue to be an adverse impact on our effective rates for income taxes paid, which is partially offset by a benefit to our effective tax rates from the increase in the foreign-derived intangible income deduction."}
-{"_id": "ADBE20230671", "title": "ADBE Provision for Income Taxes", "text": "See Note 10 of our Notes to Consolidated Financial Statements for further information regarding our provision for income taxes."}
-{"_id": "ADBE20230673", "title": "ADBE Accounting for Uncertainty in Income Taxes", "text": "The gross liabilities for unrecognized tax benefits excluding interest and penalties were $501 million, $321 million and $289 million at the end of fiscal 2023, 2022 and 2021, respectively. If the total unrecognized tax benefits as of December 1, 2023, December 2, 2022 and December 3, 2021 were recognized, $356 million, $203 million and $199 million would decrease the respective effective tax rates."}
-{"_id": "ADBE20230674", "title": "ADBE Accounting for Uncertainty in Income Taxes", "text": "As of December 1, 2023 and December 2, 2022, the combined amounts of accrued interest and penalties included in long-term income taxes payable related to tax positions taken on our tax returns were not material."}
-{"_id": "ADBE20230675", "title": "ADBE Accounting for Uncertainty in Income Taxes", "text": "The timing of the resolution of income tax examinations is highly uncertain as are the amounts and timing of tax payments that are part of any audit settlement process. These events could cause large fluctuations in the balance sheet classification of our tax assets and liabilities. We believe that within the next 12 months, it is reasonably possible that either certain audits will conclude or statutes of limitations on certain income tax examination periods will expire, or both. Although the timing of resolution, settlement and closing of audits is not certain, it is reasonably possible that the underlying unrecognized tax benefits may decrease by up to $60 million over the next 12 months."}
-{"_id": "ADBE20230676", "title": "ADBE Accounting for Uncertainty in Income Taxes", "text": "Our future effective tax rates may be materially affected by changes in the tax rates in jurisdictions where our income is earned, changes in jurisdictions in which our profits are determined to be earned and taxed, changes in the valuation of our deferred tax assets and liabilities, changes in or interpretation of tax rules and regulations in the jurisdictions in which we do business, or unexpected changes in business and market conditions that could reduce certain tax benefits."}
-{"_id": "ADBE20230677", "title": "ADBE Accounting for Uncertainty in Income Taxes", "text": "In addition, tax laws in the United States as well as other countries and jurisdictions in which we conduct business are subject to change as new laws are passed and/or new interpretations are made available. These countries, governmental bodies, such as the European Commission of the European Union, and intergovernmental economic organizations, such as the Organization for Economic Cooperation and Development, have made or could make unprecedented assertions about how taxation is determined and, in some cases, have proposed or enacted new laws that are contrary to the way in which rules and regulations have historically been interpreted and applied. Changes in our operating landscape, such as changes in laws and/or interpretations of tax rules, could adversely affect our effective tax rates and/or cause us to respond by making changes to our business structure which could adversely affect our operations and financial results."}
-{"_id": "ADBE20230679", "title": "ADBE Accounting for Uncertainty in Income Taxes", "text": "Moreover, we are subject to the examination of our income tax returns by domestic and foreign tax authorities. We regularly assess the likelihood of outcomes resulting from these examinations to determine the adequacy of our provision for income taxes and have reserved for potential adjustments that may result from these examinations. Our policy is to record interest and penalties related to unrecognized tax benefits in income tax expense. While we believe our tax estimates are reasonable, we cannot provide assurance that the final determination of any of these examinations will not have an adverse effect on our financial position and results of operations."}
-{"_id": "ADBE20230682", "title": "ADBE Cash Flows", "text": "Our primary source of cash is receipts from revenue. Our primary uses of cash are general business expenses including payroll, income taxes, marketing and third-party hosting services, as well as our stock repurchase program as described below. Other customary sources of cash include proceeds from the maturities and sales of short-term investments. Other customary uses of cash include business acquisitions, repayment of maturing senior notes, purchases of property and equipment and payments for taxes related to net share settlement of equity awards."}
-{"_id": "ADBE20230689", "title": "ADBE Cash Flows", "text": "This data should be read in conjunction with our Consolidated Statements of Cash Flows. ######As of#### (in millions)####December 1, 2023######December 2, 2022 Cash and cash equivalents##$##7,141####$##4,236 Short-term investments##$##701####$##1,860 Working capital##$##2,833####$##868 Stockholders\u2019 equity##$##16,518####$##14,051"}
-{"_id": "ADBE20230696", "title": "ADBE Cash Flows", "text": "A summary of our cash flows for fiscal 2023, 2022 and 2021 is as follows: (in millions)####2023####2022####2021 Net cash provided by operating activities##$##7,302##$##7,838##$##7,230 Net cash provided by (used for) investing activities####776####(570)####(3,537) Net cash used for financing activities####(5,182)####(6,825)####(4,301) Effect of foreign currency exchange rates on cash and cash equivalents####9####(51)####(26) Net change in cash and cash equivalents##$##2,905##$##392##$##(634)"}
-{"_id": "ADBE20230698", "title": "ADBE Cash Flows from Operating Activities", "text": "For fiscal 2023, net cash provided by operating activities of $7.30 billion was primarily comprised of net income adjusted for the net effect of non-cash items. Beginning in 2023, under the provisions introduced by the U.S. Tax Act, we are required to capitalize and amortize research and development costs. This had an adverse impact on our effective rate for income taxes paid and, consequently, on our cash flows from operations. In addition, the primary working capital uses of cash were increases in prepaid expenses attributable to the timing of billings. These impacts were partially offset by working capital sources of cash driven by increases in deferred revenue from our Digital Media and Digital Experience offerings."}
-{"_id": "ADBE20230700", "title": "ADBE Cash Flows from Investing Activities", "text": "For fiscal 2023, net cash provided by investing activities of $776 million was primarily due to maturities and sales of short-term investments partially offset by ongoing capital expenditures."}
-{"_id": "ADBE20230702", "title": "ADBE Cash Flows from Financing Activities", "text": "For fiscal 2023, net cash used for financing activities of $5.18 billion was primarily due to payments for our common stock repurchases, taxes paid related to the net share settlement of equity awards and the repayment of our 2023 Notes. These uses of cash were offset in part by proceeds from re-issuance of treasury stock mainly for our employee stock purchase plan. See the section titled \u201cStock Repurchase Program\u201d below."}
-{"_id": "ADBE20230704", "title": "ADBE Liquidity and Capital Resources Considerations", "text": "Our existing cash, cash equivalents and investment balances may fluctuate during fiscal 2024 due to changes in our planned cash outlay."}
-{"_id": "ADBE20230706", "title": "ADBE Liquidity and Capital Resources Considerations", "text": "Cash from operations could also be affected by various risks and uncertainties, including, but not limited to, risks detailed in the section titled \u201cRisk Factors\u201d in Part I, Item 1A of this report. Based on our current business plan and revenue prospects, we believe that our existing cash, cash equivalents and investment balances, our anticipated cash flows from operations and our available credit facility will be sufficient to meet our working capital, operating resource expenditure and capital expenditure requirements for the next twelve months and for the foreseeable future."}
-{"_id": "ADBE20230707", "title": "ADBE Liquidity and Capital Resources Considerations", "text": "Our cash equivalent and short-term investment portfolio as of December 1, 2023 consisted of asset-backed securities, corporate debt securities, money market funds, time deposits, U.S. agency securities and U.S. Treasury securities. We use professional investment management firms to manage a large portion of our invested cash."}
-{"_id": "ADBE20230708", "title": "ADBE Liquidity and Capital Resources Considerations", "text": "We expect to continue our investing activities, including short-term and long-term investments, purchases of computer and server hardware to operate our network infrastructure, sales and marketing, product support and administrative staff, and facilities expansion. Furthermore, cash reserves may be used to repurchase stock under our stock repurchase program and to strategically acquire companies, products or technologies that are complementary to our business."}
-{"_id": "ADBE20230709", "title": "ADBE Liquidity and Capital Resources Considerations", "text": "On September 15, 2022, we entered into a definitive merger agreement under which we intended to acquire Figma, Inc. (\u201cFigma\u201d) for approximately $20 billion, comprised of approximately half cash and half stock. On December 17, 2023, we entered into a mutual termination agreement with Figma to terminate the proposed merger. In accordance with the terms of the termination agreement, on December 20, 2023, we paid Figma a termination fee of $1 billion using cash on hand."}
-{"_id": "ADBE20230711", "title": "ADBE Term Loan Credit Agreement", "text": "In January 2023, we entered into a delayed draw credit agreement, providing for a senior unsecured term loan (the \u201cTerm Loan\u201d) of up to $3.5 billion for the purpose of partially funding the purchase price and related fees for our acquisition of Figma. As of December 1, 2023, there were no outstanding borrowings under the Term Loan. Subsequent to December 1, 2023, following execution of the mutual termination agreement with Figma discussed above, the delayed draw term loan agreement was terminated."}
-{"_id": "ADBE20230713", "title": "ADBE Revolving Credit Agreement", "text": "We have a $1.5 billion senior unsecured revolving credit agreement (the \u201cRevolving Credit Agreement\u201d) with a syndicate of lenders, providing for loans to us and certain of our subsidiaries through June 30, 2027. Subject to the agreement of lenders, we may obtain up to an additional $500 million in commitments, for a maximum aggregate commitment of $2 billion. As of December 1, 2023, there were no outstanding borrowings under the Revolving Credit Agreement and the entire $1.5 billion credit line remains available for borrowing. Under the terms of our Revolving Credit Agreement, we are not prohibited from paying cash dividends unless payment would trigger an event of default or if one currently exists. We do not anticipate paying any cash dividends in the foreseeable future."}
-{"_id": "ADBE20230715", "title": "ADBE Commercial Paper Program", "text": "In September 2023, we established a commercial paper program under which we may issue unsecured commercial paper up to a total of $3 billion outstanding at any time, with maturities of up to 397 days from the date of issue. The net proceeds from the issuance of commercial paper are expected to be used for general corporate purposes, which may include working capital, capital expenditures, acquisitions, stock repurchases, refinancing indebtedness or any other general corporate purposes. As of December 1, 2023, there were no outstanding borrowings under the commercial paper program."}
-{"_id": "ADBE20230717", "title": "ADBE Senior Notes", "text": "We have $3.65 billion senior notes outstanding, which rank equally with our other unsecured and unsubordinated indebtedness. As of December 1, 2023, the carrying value of our senior notes was $3.63 billion and our maximum commitment for interest payments was $321 million for the remaining duration of our outstanding senior notes. Interest is payable semi-annually, in arrears on February 1 and August 1. Our senior notes do not contain any financial covenants. See Note 17 of our Notes to Consolidated Financial Statements for further details regarding our debt."}
-{"_id": "ADBE20230719", "title": "ADBE Contractual Obligations", "text": "Our purchase obligations consist of agreements to purchase goods and services entered into in the ordinary course of business. As of December 1, 2023, the value of our non-cancellable unconditional purchase obligations was $4.93 billion, primarily relating to contracts with vendors for third-party hosting and data center services. Subsequent to December 1, 2023, we executed agreements associated with certain of our long-term supplier commitments that increased our minimum purchase obligations by $2.3 billion through December 2028. See Note 16 of our Notes to Consolidated Financial Statements for additional information regarding our purchase obligations."}
-{"_id": "ADBE20230721", "title": "ADBE Contractual Obligations", "text": "We lease certain facilities and data centers under non-cancellable operating lease arrangements that expire at various dates through 2032. As of December 1, 2023, the value of our obligations under operating leases was $484 million. See Note 18 of our Notes to Consolidated Financial Statements for additional information regarding our lease obligations."}
-{"_id": "ADBE20230723", "title": "ADBE Other", "text": "Beginning in 2023, under the provisions introduced by the U.S. Tax Act, we are required to capitalize and amortize research and development costs. If the rule is not modified, there will continue to be an adverse impact to our effective rates for income taxes paid, which is partially offset by a benefit from the increase in the foreign-derived intangible income deduction."}
-{"_id": "ADBE20230725", "title": "ADBE Stock Repurchase Program", "text": "To facilitate our stock repurchase program, designed to return value to our stockholders and minimize dilution from stock issuances, we may repurchase our shares in the open market or enter into structured repurchase agreements with third parties. In December 2020, our Board of Directors granted authority to repurchase up to $15 billion in our common stock through the end of fiscal 2024."}
-{"_id": "ADBE20230726", "title": "ADBE Stock Repurchase Program", "text": "During fiscal 2023, we repurchased a total of 11.5 million shares, including approximately 7.5 million shares at an average price of $429.65 through structured repurchase agreements, as well as 4.0 million shares at an average purchase price of $348.46 through an accelerated share repurchase agreement."}
-{"_id": "ADBE20230727", "title": "ADBE Stock Repurchase Program", "text": "During the fourth quarter of fiscal 2023, we entered into a structured stock repurchase agreement with a large financial institution whereupon we provided them with a prepayment of $1 billion. As of December 1, 2023, $354 million of prepayment remained under our outstanding structured stock repurchase agreement."}
-{"_id": "ADBE20230728", "title": "ADBE Stock Repurchase Program", "text": "Subsequent to December 1, 2023, as part of the December 2020 stock repurchase authority, we entered into an accelerated share repurchase agreement with a large financial institution whereupon we provided them with a prepayment of $2 billion and received an initial delivery of 2.5 million shares, which represents approximately 75% of our prepayment. Upon completion of the $2 billion accelerated share repurchase agreement, $150 million remains under our December 2020 authority."}
-{"_id": "ADBE20230729", "title": "ADBE Stock Repurchase Program", "text": "See section titled \u201cMarket for Registrant\u2019s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities\u201d in Part II, Item 5 of this report for stock repurchases during the quarter ended December 1, 2023 and Note 14 of our Notes to Consolidated Financial Statements for further details regarding our stock repurchase program."}
-{"_id": "ADBE20230731", "title": "ADBE Indemnifications", "text": "In the ordinary course of business, we provide indemnifications of varying scope to customers and channel partners against claims of intellectual property infringement made by third parties arising from the use of our products and from time to time, we are subject to claims by our customers under these indemnification provisions. Historically, costs related to these indemnification provisions have not been significant and we are unable to estimate the maximum potential impact of these indemnification provisions on our future results of operations."}
-{"_id": "ADBE20230733", "title": "ADBE Indemnifications", "text": "To the extent permitted under Delaware law, we have agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer or director is or was serving at our request in such capacity. The indemnification period covers all pertinent events and occurrences during the officer\u2019s or director\u2019s lifetime. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have director and officer insurance coverage that reduces our exposure and enables us to recover a portion of any future amounts paid."}
-{"_id": "ADBE20230735", "title": "ADBE QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK", "text": "All market risk sensitive instruments were entered into for non-trading purposes."}
-{"_id": "ADBE20230738", "title": "ADBE Foreign Currency Exposures and Hedging Instruments", "text": "In countries outside the United States, we transact business in U.S. Dollars and various other currencies, which subject us to exposure from movements in exchange rates. We may use foreign exchange option contracts and forward contracts to hedge a portion of our forecasted foreign currency denominated revenue and expenses. Additionally, we hedge our net recognized foreign currency monetary assets and liabilities with foreign exchange forward contracts to reduce the risk that our earnings and cash flows will be adversely affected by changes in exchange rates."}
-{"_id": "ADBE20230744", "title": "ADBE Foreign Currency Exposures and Hedging Instruments", "text": "Our significant foreign currency revenue exposures for fiscal 2023, 2022 and 2021 were as follows: (in millions)####2023####2022####2021 Euro##\u20ac##2,842##\u20ac##2,487##\u20ac##2,209 Japanese Yen##\u00a5##129,127##\u00a5##118,456##\u00a5##104,829 British Pounds##\u00a3##818##\u00a3##737##\u00a3##669 Australian Dollars##$##973##$##876##$##768"}
-{"_id": "ADBE20230745", "title": "ADBE Foreign Currency Exposures and Hedging Instruments", "text": "As of December 1, 2023, the total notional amounts of all outstanding foreign exchange contracts, including options and forwards, were $3.83 billion, which included the notional equivalent of $1.52 billion in Euros, $773 million in Indian Rupees, $634 million in British Pounds, $409 million in Japanese Yen, $350 million in Australian Dollars and $135 million in other foreign currencies. As of December 1, 2023, all contracts were set to expire at various dates through November 2024. The bank counterparties in these contracts could expose us to credit-related losses that would be largely mitigated with master netting arrangements with the same counterparty by permitting net settlement transactions. In addition, we enter into collateral security agreements that provide for collateral to be received or posted when the net fair value of these contracts fluctuates from contractually established thresholds."}
-{"_id": "ADBE20230746", "title": "ADBE Foreign Currency Exposures and Hedging Instruments", "text": "A sensitivity analysis was performed on all of our foreign exchange derivatives as of December 1, 2023. This sensitivity analysis measures the hypothetical market value resulting from a 10% shift in the value of exchange rates relative to the U.S. Dollar. For option contracts, the Black-Scholes option pricing model was used. A 10% increase in the value of the U.S. Dollar and a corresponding decrease in the value of the hedged foreign currency asset would lead to an increase in the fair value of our financial hedging instruments by $142 million. A 10% decrease in the value of the U.S. Dollar would lead to a decrease in the fair value of these financial instruments by $1 million."}
-{"_id": "ADBE20230747", "title": "ADBE Foreign Currency Exposures and Hedging Instruments", "text": "As a general rule, we do not use foreign exchange contracts to hedge local currency denominated operating expenses in countries where a natural hedge exists. For example, in many countries, revenue in the local currencies substantially offsets the local currency denominated operating expenses. We also have long-term investment exposures consisting of the capitalization and retained earnings in our non-U.S. Dollar functional currency foreign subsidiaries. As of December 1, 2023 and December 2, 2022, this long-term investment exposure totaled an absolute notional equivalent of $1.03 billion and $770 million, respectively. At this time, we do not hedge these long-term investment exposures."}
-{"_id": "ADBE20230748", "title": "ADBE Foreign Currency Exposures and Hedging Instruments", "text": "We do not use foreign exchange contracts for speculative trading purposes, nor do we hedge our foreign currency exposure in a manner that entirely offsets the effects of changes in foreign exchange rates. We regularly review our hedging program and assess the need to utilize financial instruments to hedge currency exposures on an ongoing basis."}
-{"_id": "ADBE20230750", "title": "ADBE Cash Flow Hedges of Forecasted Foreign Currency Revenue and Expenses", "text": "We may use foreign exchange purchased options or forward contracts to hedge foreign currency revenue denominated in Euros, British Pounds, Japanese Yen and Australian Dollars, or foreign currency expenses in Indian Rupees. We hedge these cash flow exposures to reduce the risk that our earnings and cash flows will be adversely affected by changes in exchange rates. These foreign exchange contracts, carried at fair value, have maturities of up to twelve months. We enter into these foreign exchange contracts to hedge forecasted revenue and expenses in the normal course of business and accordingly, they are not speculative in nature."}
-{"_id": "ADBE20230752", "title": "ADBE Cash Flow Hedges of Forecasted Foreign Currency Revenue and Expenses", "text": "We record changes in fair value of these cash flow hedges of foreign currency denominated revenue and expenses in accumulated other comprehensive income (loss) in our Consolidated Balance Sheets, until the forecasted transaction occurs. When the forecasted transaction affects earnings, we reclassify the related gain or loss on the cash flow hedge to revenue or"}
-{"_id": "ADBE20230753", "title": "ADBE Cash Flow Hedges of Forecasted Foreign Currency Revenue and Expenses", "text": "operating expenses, as applicable. In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, we reclassify the gain or loss on the related cash flow hedge from accumulated other comprehensive income (loss) to revenue or operating expenses, as applicable. For the fiscal year ended December 1, 2023, there were no net gains or losses recognized in revenue or operating expenses relating to hedges of forecasted transactions that did not occur."}
-{"_id": "ADBE20230755", "title": "ADBE Non-Designated Hedges of Foreign Currency Assets and Liabilities", "text": "Our derivatives not designated as hedging instruments consist of foreign currency forward contracts that we primarily use to hedge monetary assets and liabilities denominated in non-functional currencies to reduce the risk that our earnings and cash flows will be adversely affected by changes in foreign currency exchange rates. These foreign exchange contracts are carried at fair value with changes in fair value of these contracts recorded to other income (expense), net in our Consolidated Statements of Income. These contracts reduce the impact of currency exchange rate movements on our assets and liabilities. At December 1, 2023, the outstanding balance sheet hedging derivatives had maturities of 180 days or less."}
-{"_id": "ADBE20230756", "title": "ADBE Non-Designated Hedges of Foreign Currency Assets and Liabilities", "text": "See Note 6 of our Notes to Consolidated Financial Statements for information regarding our derivative financial instruments."}
-{"_id": "ADBE20230759", "title": "ADBE Short-Term Investments and Fixed Income Securities", "text": "At December 1, 2023, we had debt securities classified as short-term investments of $701 million. Changes in interest rates could adversely affect the market value of these investments. A sensitivity analysis was performed on our short-term investment portfolio as of December 1, 2023, based on an estimate of the hypothetical changes in market value of the portfolio that would result from an immediate parallel shift in the yield curve. A 150 basis point increase in interest rates would lead to a $6 million decrease in the market value of our short-term investments. Conversely, a 150 basis point decrease in interest rates would lead to a $6 million increase in the market value of our short-term investments."}
-{"_id": "ADBE20230761", "title": "ADBE Senior Notes", "text": "As of December 1, 2023, we had $3.65 billion of senior notes outstanding which bear interest at fixed rates, and therefore do not subject us to financial statement risk associated with changes in interest rates. As of December 1, 2023, the total carrying amount of our senior notes was $3.63 billion and the related fair value based on observable market prices in less active markets was $3.39 billion."}
-{"_id": "ADBE20230763", "title": "ADBE Senior Notes", "text": "See Note 17 of our Notes to Consolidated Financial Statements for information regarding our senior notes."}
-{"_id": "ADBE20230771", "title": "ADBE INDEX TO CONSOLIDATED FINANCIAL STATEMENTS", "text": " ##Page No. Consolidated Balance Sheets##52 Consolidated Statements of Income##53 Consolidated Statements of Comprehensive Income##54 Consolidated Statements of Stockholders' Equity##55 Consolidated Statements of Cash Flows##56"}
-{"_id": "ADBE20230773", "title": "ADBE Notes to Consolidated Financial Statements##57", "text": " Report of Independent Registered Public Accounting Firm (KPMG LLP, Santa Clara, California, PCAOB ID 185)##90"}
-{"_id": "ADBE20230775", "title": "ADBE Notes to Consolidated Financial Statements##57", "text": "All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements and Notes thereto."}
-{"_id": "ADBE20230776", "title": "ADBE Notes to Consolidated Financial Statements##57", "text": "ADOBE INC."}
-{"_id": "ADBE20230819", "title": "ADBE CONSOLIDATED BALANCE SHEETS (In millions, except par value)", "text": " ####December 1, 2023####December 2, 2022 ASSETS######## Current assets:######## Cash and cash equivalents##$##7,141##$##4,236 Short-term investments####701####1,860 Trade receivables, net of allowances for doubtful accounts of $16 and of $23, respectively####2,224####2,065 Prepaid expenses and other current assets####1,018####835 Total current assets####11,084####8,996 Property and equipment, net####2,030####1,908 Operating lease right-of-use assets, net####358####407 Goodwill####12,805####12,787 Other intangibles, net####1,088####1,449 Deferred income taxes####1,191####777 Other assets####1,223####841 Total assets##$##29,779##$##27,165 LIABILITIES AND STOCKHOLDERS\u2019 EQUITY######## Current liabilities:######## Trade payables##$##314##$##379 Accrued expenses####1,942####1,790 Debt####\u2014####500 Deferred revenue####5,837####5,297 Income taxes payable####85####75 Operating lease liabilities####73####87 Total current liabilities####8,251####8,128 Long-term liabilities:######## Debt####3,634####3,629 Deferred revenue####113####117 Income taxes payable####514####530 Operating lease liabilities####373####417 Other liabilities####376####293 Total liabilities####13,261####13,114 Commitments and contingencies######## Stockholders\u2019 equity:######## Preferred stock, $0.0001 par value; 2 shares authorized; none issued####\u2014####\u2014 Common stock, $0.0001 par value; 900 shares authorized; 601 shares issued;  455 and 462 shares outstanding, respectively####\u2014####\u2014 Additional paid-in-capital####11,586####9,868 Retained earnings####33,346####28,319 Accumulated other comprehensive income (loss)####(285)####(293) Treasury stock, at cost (146 and 139 shares, respectively)####(28,129)####(23,843) Total stockholders\u2019 equity####16,518####14,051 Total liabilities and stockholders\u2019 equity##$##29,779##$##27,165"}
-{"_id": "ADBE20230821", "title": "ADBE CONSOLIDATED BALANCE SHEETS (In millions, except par value)", "text": "See accompanying Notes to Consolidated Financial Statements."}
-{"_id": "ADBE20230822", "title": "ADBE CONSOLIDATED BALANCE SHEETS (In millions, except par value)", "text": "ADOBE INC."}
-{"_id": "ADBE20230856", "title": "ADBE CONSOLIDATED STATEMENTS OF INCOME (In millions, except per share data)", "text": " ########Years Ended#### ####December 1, 2023####December 2, 2022####December 3, 2021 Revenue:############ Subscription##$##18,284##$##16,388##$##14,573 Product####460####532####555 Services and other####665####686####657 Total revenue####19,409####17,606####15,785 Cost of revenue:############ Subscription####1,822####1,646####1,374 Product####29####35####41 Services and other####503####484####450 Total cost of revenue####2,354####2,165####1,865 Gross profit####17,055####15,441####13,920 Operating expenses:############ Research and development####3,473####2,987####2,540 Sales and marketing####5,351####4,968####4,321 General and administrative####1,413####1,219####1,085 Amortization of intangibles####168####169####172 Total operating expenses####10,405####9,343####8,118 Operating income####6,650####6,098####5,802 Non-operating income (expense):############ Interest expense####(113)####(112)####(113) Investment gains (losses), net####16####(19)####16 Other income (expense), net####246####41####\u2014 Total non-operating income (expense), net####149####(90)####(97) Income before income taxes####6,799####6,008####5,705 Provision for income taxes####1,371####1,252####883 Net income##$##5,428##$##4,756##$##4,822 Basic net income per share##$##11.87##$##10.13##$##10.10 Shares used to compute basic net income per share####457####470####477 Diluted net income per share##$##11.82##$##10.10##$##10.02 Shares used to compute diluted net income per share####459####471####481"}
-{"_id": "ADBE20230858", "title": "ADBE CONSOLIDATED STATEMENTS OF INCOME (In millions, except per share data)", "text": "See accompanying Notes to Consolidated Financial Statements."}
-{"_id": "ADBE20230859", "title": "ADBE CONSOLIDATED STATEMENTS OF INCOME (In millions, except per share data)", "text": "ADOBE INC."}
-{"_id": "ADBE20230877", "title": "ADBE CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In millions)", "text": " ########Years Ended#### ####December 1, 2023####December 2, 2022####December 3, 2021 ########Increase/(Decrease)#### Net income##$##5,428##$##4,756##$##4,822 Other comprehensive income (loss), net of taxes:############ Available-for-sale securities:############ Unrealized gains / losses on available-for-sale securities####24####(39)####(8) Reclassification adjustment for recognized gains / losses on available-for-sale securities####5####\u2014####\u2014 Net increase (decrease) from available-for-sale securities####29####(39)####(8) Derivatives designated as hedging instruments:############ Unrealized gains / losses on derivative instruments####(12)####139####69 Reclassification adjustment for realized gains / losses on derivative instruments####(31)####(151)####20 Net increase (decrease) from derivatives designated as hedging instruments####(43)####(12)####89 Foreign currency translation adjustments####22####(105)####(60) Other comprehensive income (loss), net of taxes####8####(156)####21 Total comprehensive income, net of taxes##$##5,436##$##4,600##$##4,843"}
-{"_id": "ADBE20230879", "title": "ADBE CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In millions)", "text": "See accompanying Notes to Consolidated Financial Statements."}
-{"_id": "ADBE20230880", "title": "ADBE CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In millions)", "text": "ADOBE INC."}
-{"_id": "ADBE20230907", "title": "ADBE CONSOLIDATED STATEMENTS OF STOCKHOLDERS\u2019 EQUITY (In millions)", "text": " ####Common Stock########Additional Paid-In Capital####Retained Earnings####Accumulated Other Comprehensive Income (Loss)####Treasury Stock######## ##Shares######Amount##############Shares######Amount####Total Balances at November 27, 2020##601####$##\u2014##$##7,357##$##19,611##$##(158)##(122)####$##(13,546)##$##13,264 Net income##\u2014######\u2014####\u2014####4,822####\u2014##\u2014######\u2014####4,822 Other comprehensive income (loss), net of taxes##\u2014######\u2014####\u2014####\u2014####21##\u2014######\u2014####21 Re-issuance of treasury stock under stock compensation plans##\u2014######\u2014####\u2014####(528)####\u2014##3######100####(428) Repurchases of common stock##\u2014######\u2014####\u2014####\u2014####\u2014##(7)######(3,950)####(3,950) Equity awards assumed for acquisition##\u2014######\u2014####2####\u2014####\u2014##\u2014######\u2014####2 Stock-based compensation##\u2014######\u2014####1,069####\u2014####\u2014##\u2014######\u2014####1,069 Value of shares in deferred compensation plan##\u2014######\u2014####\u2014####\u2014####\u2014##\u2014######(3)####(3) Balances at December 3, 2021##601####$##\u2014##$##8,428##$##23,905##$##(137)##(126)####$##(17,399)##$##14,797 Net income##\u2014######\u2014####\u2014####4,756####\u2014##\u2014######\u2014####4,756 Other comprehensive income (loss), net of taxes##\u2014######\u2014####\u2014####\u2014####(156)##\u2014######\u2014####(156) Re-issuance of treasury stock under stock compensation plans##\u2014######\u2014####\u2014####(342)####\u2014##3######102####(240) Repurchases of common stock##\u2014######\u2014####\u2014####\u2014####\u2014##(16)######(6,550)####(6,550) Stock-based compensation##\u2014######\u2014####1,440####\u2014####\u2014##\u2014######\u2014####1,440 Value of shares in deferred compensation plan##\u2014######\u2014####\u2014####\u2014####\u2014##\u2014######4####4 Balances at December 2, 2022##601####$##\u2014##$##9,868##$##28,319##$##(293)##(139)####$##(23,843)##$##14,051 Net income##\u2014######\u2014####\u2014####5,428####\u2014##\u2014######\u2014####5,428 Other comprehensive income (loss), net of taxes##\u2014######\u2014####\u2014####\u2014####8##\u2014######\u2014####8 Re-issuance of treasury stock under stock compensation plans##\u2014######\u2014####\u2014####(401)####\u2014##5######126####(275) Repurchases of common stock##\u2014######\u2014####\u2014####\u2014####\u2014##(12)######(4,414)####(4,414) Stock-based compensation##\u2014######\u2014####1,718####\u2014####\u2014##\u2014######\u2014####1,718 Value of shares in deferred compensation plan##\u2014######\u2014####\u2014####\u2014####\u2014##\u2014######2####2 Balances at December 1, 2023##601####$##\u2014##$##11,586##$##33,346##$##(285)##(146)####$##(28,129)##$##16,518"}
-{"_id": "ADBE20230909", "title": "ADBE CONSOLIDATED STATEMENTS OF STOCKHOLDERS\u2019 EQUITY (In millions)", "text": "See accompanying Notes to Consolidated Financial Statements."}
-{"_id": "ADBE20230910", "title": "ADBE CONSOLIDATED STATEMENTS OF STOCKHOLDERS\u2019 EQUITY (In millions)", "text": "ADOBE INC."}
-{"_id": "ADBE20230954", "title": "ADBE CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions)", "text": " ########Years Ended#### ####December 1, 2023####December 2, 2022####December 3, 2021 Cash flows from operating activities:############ Net income##$##5,428##$##4,756##$##4,822 Adjustments to reconcile net income to net cash provided by operating activities:############ Depreciation, amortization and accretion####872####856####788 Stock-based compensation####1,718####1,440####1,069 Reduction of operating lease right-of-use assets####72####83####73 Deferred income taxes####(426)####328####183 Unrealized losses (gains) on investments, net####(10)####29####(4) Other non-cash items####3####10####7 Changes in operating assets and liabilities, net of acquired assets and  assumed liabilities:############ Trade receivables, net####(159)####(198)####(430) Prepaid expenses and other assets####(818)####(94)####(475) Trade payables####(49)####66####(20) Accrued expenses and other liabilities####146####7####162 Income taxes payable####(11)####19####2 Deferred revenue####536####536####1,053 Net cash provided by operating activities####7,302####7,838####7,230 Cash flows from investing activities:############ Purchases of short-term investments####\u2014####(909)####(1,533) Maturities of short-term investments####965####683####877 Proceeds from sales of short-term investments####223####270####191 Acquisitions, net of cash acquired####\u2014####(126)####(2,682) Purchases of property and equipment####(360)####(442)####(348) Purchases of long-term investments, intangibles and other assets####(53)####(46)####(42) Proceeds from sales of long-term investments and other assets####1####\u2014####\u2014 Net cash provided by (used for) investing activities####776####(570)####(3,537) Cash flows from financing activities:############ Repurchases of common stock####(4,400)####(6,550)####(3,950) Proceeds from re-issuance of treasury stock####314####278####291 Taxes paid related to net share settlement of equity awards####(589)####(518)####(719) Repayment of debt####(500)####\u2014####\u2014 Other financing activities, net####(7)####(35)####77 Net cash used for financing activities####(5,182)####(6,825)####(4,301) Effect of foreign currency exchange rates on cash and cash equivalents####9####(51)####(26) Net change in cash and cash equivalents####2,905####392####(634) Cash and cash equivalents at beginning of year####4,236####3,844####4,478 Cash and cash equivalents at end of year##$##7,141##$##4,236##$##3,844 Supplemental disclosures:############ Cash paid for income taxes, net of refunds##$##1,854##$##778##$##843 Cash paid for interest##$##106##$##103##$##100"}
-{"_id": "ADBE20230956", "title": "ADBE CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions)", "text": "See accompanying Notes to Consolidated Financial Statements."}
-{"_id": "ADBE20230957", "title": "ADBE CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions)", "text": "ADOBE INC."}
-{"_id": "ADBE20230961", "title": "ADBE Operations", "text": "Adobe is a global technology company with a mission to change the world through personalized digital experiences. For over four decades, Adobe\u2019s innovations have transformed how individuals, teams, businesses, enterprises, institutions, and governments engage and interact across all types of media. Our products, services and solutions are used around the world to imagine, create, manage, deliver, measure, optimize and engage with content across surfaces and fuel digital experiences. We have a diverse user base that includes consumers, communicators, creative professionals, developers, students, small and medium businesses and enterprises. We are also empowering creators by putting the power of artificial intelligence (\u201cAI\u201d) in their hands, and doing so in ways we believe are responsible. Our products and services help unleash creativity, accelerate document productivity and power businesses in a digital world. We have operations in the Americas; Europe, Middle East and Africa (\u201cEMEA\u201d); and Asia-Pacific (\u201cAPAC\u201d)."}
-{"_id": "ADBE20230963", "title": "ADBE Basis of Presentation", "text": "The accompanying Consolidated Financial Statements include those of Adobe and its subsidiaries, after elimination of all intercompany accounts and transactions. We have prepared the accompanying Consolidated Financial Statements in accordance with generally accepted accounting principles in the United States (\u201cGAAP\u201d) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the \u201cSEC\u201d)."}
-{"_id": "ADBE20230965", "title": "ADBE Use of Estimates", "text": "In preparing Consolidated Financial Statements and related disclosures in conformity with GAAP and pursuant to the rules and regulations of the SEC, we must make estimates and judgments that affect the amounts reported in the Consolidated Financial Statements and accompanying Notes. Estimates are used for, but not limited to, sales allowances and programs, bad debts, stock-based compensation, determining the fair value of acquired assets and assumed liabilities, litigation and income taxes. Actual results may differ materially from these estimates."}
-{"_id": "ADBE20230967", "title": "ADBE Fiscal Year", "text": "Our fiscal year is a 52- or 53-week year that ends on the Friday closest to November 30. Our financial results for fiscal 2021 benefited from an extra week in the first quarter of fiscal 2021 due to our 52/53 week financial calendar whereby fiscal 2021 was a 53-week year compared with fiscal 2023 and 2022 which were 52-week years."}
-{"_id": "ADBE20230970", "title": "ADBE Revenue Recognition", "text": "Our revenue is derived from the sale of cloud-enabled software subscriptions, cloud-hosted offerings, term-based, royalty, and perpetual software licenses, associated software maintenance and support plans, consulting services, training and technical support. Most of our enterprise customer arrangements involve multiple promises to our customers."}
-{"_id": "ADBE20230971", "title": "ADBE Revenue Recognition", "text": "Revenue is recognized when a contract exists between us and a customer and upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. We enter into contracts that can include various combinations of products and services, which may be capable of being distinct and accounted for as separate performance obligations, or in the case of offerings such as cloud-enabled Creative Cloud and Document Cloud, accounted for as a single performance obligation. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities."}
-{"_id": "ADBE20230974", "title": "ADBE Subscription, Product and Services Offerings", "text": "We enter into revenue arrangements in which a customer may purchase a combination of our products, services and/or solutions as described above. Certain revenue arrangements provide customers with unilateral cancellation rights, or options to either renew monthly on-premise term-based licenses or use committed funds to purchase other Adobe products or services."}
-{"_id": "ADBE20230975", "title": "ADBE Subscription, Product and Services Offerings", "text": "ADOBE INC."}
-{"_id": "ADBE20230977", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "Fully hosted subscription services (\u201cSaaS\u201d) allow customers to access hosted software during the contractual term without taking possession of the software. Cloud-hosted subscription services may be sold on a fee-per-subscription period basis or based on consumption or usage."}
-{"_id": "ADBE20230978", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "We recognize revenue ratably over the contractual service term, which typically ranges from 1 to 36 months, for hosted services that are priced based on a committed number of transactions where the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with the committed transactions are first made available to the customer and continuing through the end of the contractual service term. Over-usage fees and fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in the transaction price of an arrangement as variable consideration. Fees based on a number of transactions, where invoicing is aligned to the pattern of performance, customer benefit and consumption, are typically accounted for utilizing the \u201cas-invoiced\u201d practical expedient. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term as the customer simultaneously receives and consumes the benefit of the underlying service."}
-{"_id": "ADBE20230979", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "When cloud-enabled services are highly integrated and interrelated with on-premise software, such as in our cloud-enabled Creative Cloud and Document Cloud offerings, the individual components are not considered distinct and revenue is recognized ratably over the subscription period for which the cloud-enabled services are provided."}
-{"_id": "ADBE20230980", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "The subscription support plans related to those customer arrangements whose revenues we classify as subscription revenues represent stand-ready performance obligations. Revenue from these subscription support plans is recognized ratably over their respective contractual terms and classified as subscription revenue."}
-{"_id": "ADBE20230981", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "Licenses for on-premise software may be purchased on a perpetual basis, as a subscription for a fixed period of time or based on usage for certain of our original equipment manufacturer (\u201cOEM\u201d) and royalty agreements. Revenue from non-cloud enabled on-premise licenses without unilateral cancellation rights or monthly renewal options is recognized at the point in time the software is available to the customer, provided all other revenue recognition criteria are met, and classified as product revenue on our Consolidated Statements of Income. Revenue from on-premise term license or term licensing arrangements with unilateral cancellation rights or monthly renewal options, and any associated maintenance and support, is classified as subscription revenue."}
-{"_id": "ADBE20230982", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "Our services and other revenue is comprised primarily of fees related to consulting, training, maintenance and support for certain on-premise licenses that are recognized at a point in time and our advertising offerings. We typically sell our consulting contracts on a time-and-materials or fixed-fee basis. These revenues are recognized as the services are performed for time-and-materials contracts and on a relative performance basis for fixed-fee contracts. Training revenues are recognized as the services are performed. Our maintenance and support offerings, which entitle customers, partners and developers to receive desktop product upgrades and enhancements or technical support, depending on the offering, are generally recognized ratably over the term of the arrangement. Our transaction-based advertising offerings, where fees are based on a number of impressions per month and invoicing is aligned to the pattern of performance, customer benefit and consumption, are typically accounted for utilizing the \u201cas-invoiced\u201d practical expedient."}
-{"_id": "ADBE20230985", "title": "ADBE Judgments", "text": "Our contracts with customers may include multiple goods and services. For example, some of our offerings include both on-premise and/or on-device software licenses and cloud services. Determining whether the software licenses and the cloud services are distinct from each other, and therefore performance obligations to be accounted for separately, or not distinct from each other, and therefore part of a single performance obligation, may require significant judgment. We have concluded that the on-premise/on-device software licenses and cloud services provided in our Creative Cloud and Document Cloud subscription offerings are not distinct from each other such that revenue from each offering should be recognized ratably over the subscription period for which the cloud services are provided. In reaching this conclusion, we considered the nature of our promise to Creative Cloud and Document Cloud customers, which is to provide a complete end-to-end creative design or document workflow solution that operates seamlessly across multiple devices and teams. We fulfill this promise by providing access to a solution that integrates cloud-based and on-premise/on-device features that, together through their integration, provide functionalities, utility and workflow efficiencies that could not be obtained from either the on-premise/on-device software or cloud services on their own."}
-{"_id": "ADBE20230986", "title": "ADBE Judgments", "text": "ADOBE INC."}
-{"_id": "ADBE20230988", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "Cloud-based features that are integral to our Creative Cloud and Document Cloud offerings and that work together with the on-premise/on-device software include, but are not limited to: Creative Cloud Libraries, which enable customers to access their work, settings, preferences and other assets seamlessly across desktop and mobile devices and collaborate across teams in real time; shared reviews which enable simultaneous editing and commenting of digital assets across desktop, mobile and web; automatic cloud rendering of a design which enables it to be worked on in multiple mediums; and Sensei, Adobe\u2019s cloud-hosted artificial intelligence and machine learning framework, which enables features such as automated photo-editing, photograph content-awareness, natural language processing, optical character recognition and automated document tagging."}
-{"_id": "ADBE20230989", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "Standalone selling price is established by maximizing the amount of observable inputs, primarily actual historical selling prices for performance obligations where available, and includes consideration of factors such as go-to-market model and geography. Individual products may have multiple values for standalone selling price depending on factors such as where they are sold and what channel they are sold through. Where standalone selling price may not be directly observable (e.g., the performance obligation is not sold separately), we maximize the use of observable inputs by using information that may include reviewing pricing practices, performance obligations with similar customers and selling models."}
-{"_id": "ADBE20230990", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "Capitalized costs to obtain a contract are amortized over the expected period of benefit, which we have determined, based on analysis, to be 5 years. We evaluated qualitative and quantitative factors to determine the period of amortization, including contract length, renewals, customer life and the useful lives of our products and acquired products. When the expected period of benefit of an asset which would be capitalized is less than one year, we expense the amount as incurred, utilizing the practical expedient. We regularly evaluate whether there have been changes in the underlying assumptions and data used to determine the amortization period."}
-{"_id": "ADBE20230991", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "When revenue arrangements include components of third-party goods and services, for example in transactions which involve resale, fulfillment or providing advertising impressions to our end customer, we evaluate whether we are the principal, and report revenues on a gross basis, or an agent, and report revenues on a net basis. In this assessment, we consider if we obtain control of the specified goods or services before they are transferred to the customer by evaluating indicators such as which party is primarily responsible for fulfilling the promise to provide the goods or services, which party has discretion in establishing price and the underlying terms and conditions between the parties to the transaction."}
-{"_id": "ADBE20230992", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "We offer limited rights of return, rebates and price protection of our products under various policies and programs with our distributors, resellers and/or end-user customers. We estimate and record reserves for these programs as variable consideration when estimating transaction price. Returns, rebates and other offsets to transaction price are estimated at contract inception on a portfolio basis and assessed for reasonableness each reporting period when additional information becomes available."}
-{"_id": "ADBE20230994", "title": "ADBE General Contract Provisions", "text": "We maintain revenue reserves for rebates, rights of return and other limited price adjustments. Distributors are allowed limited rights of return of products purchased during the previous quarter. In addition, distributors are allowed to return products that have reached the end of their lives, as defined by us, and for products that are being replaced by new versions. We offer rebates to our distributors, resellers and/or end-user customers. Transaction price is reduced for these amounts based on actual performance against objectives set forth by us for a particular reporting period, such as volume and timely reporting."}
-{"_id": "ADBE20230995", "title": "ADBE General Contract Provisions", "text": "On a quarterly basis, the amount of revenue that is reserved is calculated based on our historical trends and data specific to each reporting period. The primary method of establishing these reserves is to review historical data from prior periods as a percent of revenue to determine a historical reserve rate. We then apply the historical rate to the current period revenue as a basis for estimating future returns. When necessary, we also provide a specific reserve in excess of portfolio-level estimated requirements. This estimate can be affected by the amount of a particular product in the channel, the rate of sell-through, product plans and other factors."}
-{"_id": "ADBE20230997", "title": "ADBE General Contract Provisions", "text": "Although our subscription contracts are generally non-cancellable, a limited number of customers have the right to cancel their contracts by providing prior written notice to us of their intent to cancel the remainder of the contract term and consumers have a period of time to terminate certain agreements without penalty. In the event a customer cancels their contract, they are generally not entitled to a refund for prior services we have provided to them. Contracts that include termination rights without substantive penalty are accounted for as contracts only for the committed period. Periods of time after the right of"}
-{"_id": "ADBE20230998", "title": "ADBE General Contract Provisions", "text": "ADOBE INC."}
-{"_id": "ADBE20231000", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "termination are accounted for as optional purchases when they do not represent material rights. For certain of our usage-based license agreements, typically in our royalty and OEM businesses, reporting may be received after the end of a fiscal period. In such instances, we estimate and accrue license revenue. We base our estimates on multiple factors, including historical sales information, seasonality and other business information which may impact our estimates. We do not estimate variable consideration for our sales and usage-based license royalty agreements, consistent with the associated exception for sales and usage-based royalties for the license of intellectual property under the revenue recognition standard."}
-{"_id": "ADBE20231002", "title": "ADBE Property and Equipment", "text": "We record property and equipment at cost less accumulated depreciation and amortization. Property and equipment are depreciated using the straight-line method over their estimated useful lives, generally as follows: 3 to 20 years for computers and other equipment, which includes our corporate jet, 5 years for furniture and fixtures, 15 years for building improvements and 35 years for buildings. Leasehold improvements are amortized using the straight-line method over the lesser of the remaining respective lease term or estimated useful life of the asset."}
-{"_id": "ADBE20231004", "title": "ADBE Leases", "text": "We determine if an arrangement is or contains a lease at contract inception. In certain of our lease arrangements, primarily those related to our data center arrangements, judgment is required in determining if a contract contains a lease. For these arrangements, there is judgment in evaluating if the arrangement involves an identified asset that is physically distinct or whether we have the right to substantially all of the capacity of an identified asset that is not physically distinct. In arrangements that involve an identified asset, there is also judgment in evaluating if we have the right to direct the use of that asset."}
-{"_id": "ADBE20231005", "title": "ADBE Leases", "text": "We do not have any finance leases. Operating leases are recorded in our Consolidated Balance Sheets. Right-of-use (\u201cROU\u201d) assets and lease liabilities are measured at the lease commencement date based on the present value of the remaining lease payments over the lease term, determined using the discount rate for the lease at the commencement date. Because the rate implicit in our leases is not readily determinable, we use our incremental borrowing rate as the discount rate, which approximates the interest rate at which we could borrow on a collateralized basis with similar terms and payments and in similar economic environments. As of December 1, 2023, our leases had remaining lease terms of up to 8 years, some of which included options to extend the lease for up to 14 years and options to terminate the lease within approximately 1 year. Optional periods to extend the lease, including by not exercising a termination option, are included in the lease term when it is reasonably certain that the option will be exercised. We also have one land lease that expires in 2091. Operating lease expense is recognized on a straight-line basis over the lease term. We account for lease and non-lease components, principally common area maintenance for our facilities leases, as a single lease component for our facilities and data center leases."}
-{"_id": "ADBE20231006", "title": "ADBE Leases", "text": "In accordance with accounting requirements, leases with an initial term of 12 months or less are recorded on the balance sheet, with lease expense for these leases recognized on a straight-line basis over the lease term."}
-{"_id": "ADBE20231008", "title": "ADBE Goodwill, Intangibles and Other Long-Lived Assets", "text": "Goodwill is assigned to one or more reporting units on the date of acquisition. We review our goodwill for impairment annually during our second quarter of each fiscal year and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of any one of our reporting units below its respective carrying amount. In performing our goodwill impairment test, we first perform a qualitative assessment, which requires that we consider events or circumstances including macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, changes in management or key personnel, changes in strategy, changes in customers, changes in the composition or carrying amount of a reporting unit\u2019s net assets and changes in our stock price. If, after assessing the totality of events or circumstances, we determine that it is more likely than not that the fair values of our reporting units are greater than the carrying amounts, then the quantitative goodwill impairment test is not performed."}
-{"_id": "ADBE20231010", "title": "ADBE Goodwill, Intangibles and Other Long-Lived Assets", "text": "If the qualitative assessment indicates that the quantitative analysis should be performed, we then evaluate goodwill for impairment by comparing the fair value of each of our reporting units to its carrying value, including the associated goodwill. To determine the fair values, we use the equal weighting of the market approach based on comparable publicly traded"}
-{"_id": "ADBE20231011", "title": "ADBE Goodwill, Intangibles and Other Long-Lived Assets", "text": "ADOBE INC."}
-{"_id": "ADBE20231013", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "companies in similar lines of businesses and the income approach based on estimated discounted future cash flows. Our cash flow assumptions consider historical and forecasted revenue, operating costs and other relevant factors."}
-{"_id": "ADBE20231014", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "We completed our annual goodwill impairment test in the second quarter of fiscal 2023. We determined, after performing a qualitative review of each reporting unit, that it is more likely than not that the fair value of each of our reporting units substantially exceeds the respective carrying amounts. Accordingly, there was no indication of impairment and the quantitative goodwill impairment test was not performed. We did not identify any events or changes in circumstances since the performance of our annual goodwill impairment test that would require us to perform another goodwill impairment test during the fiscal year."}
-{"_id": "ADBE20231015", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "We amortize intangible assets with finite lives over their estimated useful lives and review them for impairment whenever an impairment indicator exists. We continually monitor events and changes in circumstances that could indicate that the carrying amounts of our long-lived assets, including our intangible assets, may not be recoverable. When such events or changes in circumstances occur, we assess recoverability by determining whether the carrying value of such assets will be recovered through the undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, we recognize an impairment loss based on any excess of the carrying amount over the fair value of the assets. We did not recognize any intangible asset impairment charges for all periods presented."}
-{"_id": "ADBE20231021", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "Our intangible assets are amortized over their estimated useful lives ranging from 3 to 14 years. Amortization is based on the pattern in which the economic benefits of the intangible asset will be consumed or on a straight-line basis when the consumption pattern is not apparent. The weighted average useful lives of our intangible assets were as follows: ##Weighted Average Useful Life (years) Customer contracts and relationships##10 Purchased technology##5 Trademarks##9 Other##7"}
-{"_id": "ADBE20231023", "title": "ADBE Income Taxes", "text": "We use the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Significant judgment is required in determining our current provision for income taxes and deferred tax assets or liabilities. We record a valuation allowance to reduce deferred tax assets to an amount for which realization is more likely than not."}
-{"_id": "ADBE20231024", "title": "ADBE Income Taxes", "text": "Our assumptions, judgments and estimates relative to the current provision for income taxes take into account our interpretation and application of current tax laws and possible outcomes of current and future examinations conducted by domestic and foreign tax authorities. We have established reserves for income taxes to address potential exposures involving tax positions that could be challenged by tax authorities. We regularly assess the likelihood of outcomes resulting from these examinations to determine the adequacy of our provision for income taxes and associated reserves. Our policy is to record interest and penalties related to unrecognized tax benefits in income tax expense."}
-{"_id": "ADBE20231027", "title": "ADBE Taxes Collected from Customers", "text": "We net taxes collected from customers against those remitted to government authorities in our financial statements. Accordingly, taxes collected from customers are not reported as revenue."}
-{"_id": "ADBE20231028", "title": "ADBE Taxes Collected from Customers", "text": "ADOBE INC."}
-{"_id": "ADBE20231031", "title": "ADBE Treasury Stock", "text": "Prepayments made for repurchases of our common stock are classified as treasury stock on our Consolidated Balance Sheets and only shares physically delivered to us by each period end are excluded from the computation of net income per share."}
-{"_id": "ADBE20231032", "title": "ADBE Treasury Stock", "text": "We account for treasury stock under the cost method. When treasury stock is re-issued at a price higher than its cost, the difference is recorded as a component of additional paid-in-capital in our Consolidated Balance Sheets. When treasury stock is re-issued at a price lower than its cost, the difference is recorded as a component of additional paid-in-capital to the extent that there are previously recorded gains to offset the losses. If there are no treasury stock gains in additional paid-in-capital, the losses upon re-issuance of treasury stock are recorded as a reduction of retained earnings in our Consolidated Balance Sheets."}
-{"_id": "ADBE20231034", "title": "ADBE Advertising Expenses", "text": "Advertising costs are expensed as incurred. Advertising expenses for fiscal 2023, 2022 and 2021 were $970 million, $1.04 billion and $865 million, respectively."}
-{"_id": "ADBE20231036", "title": "ADBE Foreign Currency Translation", "text": "We translate assets and liabilities of foreign subsidiaries, whose functional currency is their local currency, at exchange rates in effect at the balance sheet date. We translate revenue and expenses at the monthly average exchange rates. We include accumulated net translation adjustments in stockholders\u2019 equity as a component of accumulated other comprehensive income (loss)."}
-{"_id": "ADBE20231038", "title": "ADBE Derivative Financial Instruments", "text": "In countries outside the United States, we transact business in U.S. Dollars and in various other currencies. We may use foreign exchange option contracts and forward contracts to hedge a portion of our forecasted foreign currency denominated revenue and expenses primarily in Euros, British Pounds, Japanese Yen, Australian Dollars and Indian Rupees. Additionally, we hedge our net recognized foreign currency monetary assets and liabilities with foreign exchange forward contracts to reduce the risk that our earnings and cash flows will be adversely affected by changes in exchange rates."}
-{"_id": "ADBE20231039", "title": "ADBE Derivative Financial Instruments", "text": "We recognize all derivative instruments as either assets or liabilities in our Consolidated Balance Sheets and measure them at fair value. Gains and losses resulting from changes in fair value are accounted for depending on the use of the derivative and whether it is designated and qualifies for hedge accounting. Contracts that do not qualify for hedge accounting are adjusted to fair value through earnings."}
-{"_id": "ADBE20231040", "title": "ADBE Derivative Financial Instruments", "text": "Gains and losses related to changes in the fair value of foreign exchange forward contracts which hedge certain balance sheet positions are recorded each period as a component of other income (expense), net in our Consolidated Statements of Income. Foreign exchange option contracts and forward contracts hedging forecasted foreign currency revenue and expenses and Treasury lock agreements are designated as cash flow hedges with gains and losses recorded net of tax as a component of accumulated other comprehensive income (loss) in our Consolidated Balance Sheets until the forecasted transaction occurs. When the forecasted transaction affects earnings, we reclassify the related gain or loss on the foreign currency revenue, foreign currency expense or Treasury lock cash flow hedge to revenue, operating expense or interest expense, as applicable."}
-{"_id": "ADBE20231042", "title": "ADBE Concentration of Risk", "text": "Financial instruments that potentially subject us to concentrations of credit risk are short-term fixed-income investments, structured repurchase transactions, foreign currency and interest rate hedge contracts and trade receivables."}
-{"_id": "ADBE20231043", "title": "ADBE Concentration of Risk", "text": "Our investment portfolio consists of investment-grade securities diversified among security types, industries and issuers. Our cash and investments are held and primarily managed by recognized financial institutions that follow our investment policy. Our policy limits the amount of credit exposure to any one security issue or issuer and we believe no significant concentration of credit risk exists with respect to these investments."}
-{"_id": "ADBE20231045", "title": "ADBE Concentration of Risk", "text": "We enter into master netting arrangements to mitigate credit risk in derivative transactions by permitting net settlement of transactions with the same counterparty. We also enter into collateral security agreements with certain of our counterparties"}
-{"_id": "ADBE20231046", "title": "ADBE Concentration of Risk", "text": "ADOBE INC."}
-{"_id": "ADBE20231048", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "to exchange cash collateral when the net fair value of certain derivative instruments fluctuates from contractually established thresholds."}
-{"_id": "ADBE20231049", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "Credit risk in receivables is limited to OEMs, dealers and distributors of hardware and software products to the retail market, customers to whom we license software directly and our SaaS offerings. A credit review is completed for our new distributors, dealers and OEMs. We also perform ongoing credit evaluations of our customers\u2019 financial condition and require letters of credit or other guarantees, whenever deemed necessary. The credit limit given to the customer is based on our risk assessment of their ability to pay, country risk and other factors and is not contingent on the resale of the product or on the collection of payments from their customers. Certain contracts with advertising agencies contain sequential liability provisions, under which the agency is not required to pay until payment is received from the agency\u2019s customers. In these circumstances, we evaluate the credit-worthiness of the agency\u2019s customers in addition to the agency itself. If we license our software or provide SaaS services to a customer where we have a reason to believe the customer\u2019s ability and intention to pay is not probable, the arrangement is not considered to be a revenue contract. Accordingly, we will not recognize any consideration received as revenue until termination or substantive completion of the services."}
-{"_id": "ADBE20231051", "title": "ADBE Adopted Accounting Guidance and Accounting Pronouncements Not Yet Effective", "text": "In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update No. 2023-07, Segment Reporting, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The updated standard is effective for our annual periods beginning in fiscal 2025 and interim periods beginning in the first quarter of fiscal 2026. Early adoption is permitted. We are currently evaluating the impact that the updated standard will have on our financial statement disclosures."}
-{"_id": "ADBE20231052", "title": "ADBE Adopted Accounting Guidance and Accounting Pronouncements Not Yet Effective", "text": "There have been no other recent accounting pronouncements, changes in accounting pronouncements or recently adopted accounting guidance during fiscal 2023 that are of significance or potential significance to us."}
-{"_id": "ADBE20231055", "title": "ADBE Segment Information", "text": "We report segment information based on the \u201cmanagement\u201d approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of our reportable segments."}
-{"_id": "ADBE20231056", "title": "ADBE Segment Information", "text": "Our Chief Executive Officer, the chief operating decision maker, reviews revenue and gross margin information for each of our reportable segments, but does not review operating expenses on a segment by segment basis. In addition, with the exception of goodwill, we do not identify or allocate our assets by the reportable segments."}
-{"_id": "ADBE20231061", "title": "ADBE Segment Information", "text": "Our business is organized into the following reportable segments: \u2022Digital Media\u2014Our Digital Media segment provides products and services that enable individuals, teams, businesses, and enterprises to create, publish and promote their content anywhere and accelerate their productivity by transforming how they view, share, engage with and collaborate on documents and creative content. Our customers include creative professionals, including photographers, video editors, graphic and experience designers and game developers; communicators, including content creators, students, marketers and knowledge workers; and consumers. \u2022Digital Experience\u2014Our Digital Experience segment provides an integrated platform and set of products, services and solutions that enable businesses to create, manage, execute, measure, monetize and optimize customer experiences that span from analytics to commerce. Our customers include marketers, advertisers, agencies, publishers, merchandisers, merchants, web analysts, data scientists, developers and executives across the C-suite. \u2022Publishing and Advertising\u2014Our Publishing and Advertising segment contains legacy products and services that address diverse market opportunities, including eLearning solutions, technical document publishing, web conferencing, document and forms platform, web app development, high-end printing and our Adobe Advertising offerings."}
-{"_id": "ADBE20231062", "title": "ADBE Segment Information", "text": "ADOBE INC."}
-{"_id": "ADBE20231080", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "Our segment revenue and results for fiscal 2023, 2022 and 2021 were as follows: (dollars in millions)####Digital Media######Digital Experience######Publishing and Advertising######Total## Fiscal 2023######################## Revenue##$##14,216####$##4,893####$##300####$##19,409## Cost of revenue####665######1,603######86######2,354## Gross profit##$##13,551####$##3,290####$##214####$##17,055## Gross profit as a percentage of revenue####95##%####67##%####71##%####88##% Fiscal 2022######################## Revenue##$##12,842####$##4,422####$##342####$##17,606## Cost of revenue####561######1,502######102######2,165## Gross profit##$##12,281####$##2,920####$##240####$##15,441## Gross profit as a percentage of revenue####96##%####66##%####70##%####88##% Fiscal 2021######################## Revenue##$##11,520####$##3,867####$##398####$##15,785## Cost of revenue####429######1,321######115######1,865## Gross profit##$##11,091####$##2,546####$##283####$##13,920## Gross profit as a percentage of revenue####96##%####66##%####71##%####88##%"}
-{"_id": "ADBE20231089", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "We generally categorize revenue by geographic area based on where the customer manages their utilization of our offerings. Revenue by geographic area for fiscal 2023, 2022 and 2021 were as follows: (in millions)####2023####2022####2021 Americas:############ United States##$##10,460##$##9,217##$##8,104 Other####1,194####1,034####892 Total Americas####11,654####10,251####8,996 EMEA####4,881####4,593####4,252 APAC####2,874####2,762####2,537 Revenue##$##19,409##$##17,606##$##15,785"}
-{"_id": "ADBE20231094", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "Revenue by major offerings in our Digital Media reportable segment for fiscal 2023, 2022 and 2021 were as follows: (in millions)####2023####2022####2021 Creative Cloud##$##11,517##$##10,459##$##9,546 Document Cloud####2,699####2,383####1,974 Total Digital Media revenue##$##14,216##$##12,842##$##11,520"}
-{"_id": "ADBE20231101", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "Subscription revenue by segment for fiscal 2023, 2022 and 2021 were as follows: (in millions)####2023####2022####2021 Digital Media##$##13,838##$##12,385##$##11,048 Digital Experience####4,331####3,880####3,379 Publishing and Advertising####115####123####146 Total subscription revenue##$##18,284##$##16,388##$##14,573"}
-{"_id": "ADBE20231102", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "ADOBE INC."}
-{"_id": "ADBE20231106", "title": "ADBE Trade Receivables", "text": "A receivable is recorded when an unconditional right to invoice and receive payment exists, such that only the passage of time is required before payment of consideration is due. Timing of revenue recognition may differ from the timing of invoicing to customers. Certain performance obligations may require payment before delivery of the license or service to the customer. Included in trade receivables on the Consolidated Balance Sheets are unbilled receivable balances which have not yet been invoiced, and are typically related to license revenue or services which are delivered prior to invoicing. As of December 1, 2023, the balance of trade receivables, net of allowances for doubtful accounts, was $2.22 billion, inclusive of unbilled receivables of $80 million. As of December 2, 2022, the balance of trade receivables, net of allowance for doubtful accounts, was $2.07 billion, inclusive of unbilled receivables of $93 million."}
-{"_id": "ADBE20231108", "title": "ADBE Allowance for Doubtful Accounts", "text": "We maintain an allowance for doubtful accounts which reflects our best estimate of potentially uncollectible trade receivables and is based on both specific and general reserves. We maintain general reserves on a collective basis by considering factors such as historical experience, credit-worthiness, the age of the trade receivable balances, current economic conditions and a reasonable and supportable forecast of future economic conditions. The allowance for doubtful accounts was $16 million and $23 million as of December 1, 2023 and December 2, 2022, respectively."}
-{"_id": "ADBE20231110", "title": "ADBE Contract Assets", "text": "A contract asset is recognized when a conditional right to consideration exists and transfer of control has occurred. Contract assets are typically related to subscription and hosted service contracts where the transaction price allocated to the satisfied performance obligations exceeds the value of billings to date. Contract assets are included in prepaid expenses and other current assets for the current portion and other assets for the long-term portion on the Consolidated Balance Sheets. We regularly review contract asset balances for impairment, considering factors such as historical experience, credit-worthiness, age of the balance, current economic conditions and a reasonable and supportable forecast of future economic conditions. Contract asset impairments were not material in fiscal 2023 and 2022. Contract assets were $141 million and $97 million as of December 1, 2023 and December 2, 2022, respectively."}
-{"_id": "ADBE20231112", "title": "ADBE Deferred Revenue and Remaining Performance Obligations", "text": "Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services, including non-cancellable and non-refundable committed funds and refundable customer deposits. Deferred revenue is recognized as revenue when transfer of control to customers has occurred. Customers are typically invoiced for these agreements in regular installments and revenue is recognized ratably over the contractual subscription period. The deferred revenue balance is influenced by several factors, including the compounding effects of renewals, invoice duration, invoice timing, size and new business linearity within the quarter. Deferred revenue does not represent the total contract value of annual or multi-year non-cancellable subscription agreements."}
-{"_id": "ADBE20231113", "title": "ADBE Deferred Revenue and Remaining Performance Obligations", "text": "Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, such as invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period, and not to receive financing from our customers. Any potential financing fees are considered insignificant in the context of our contracts."}
-{"_id": "ADBE20231115", "title": "ADBE Deferred Revenue and Remaining Performance Obligations", "text": "As of December 1, 2023, the balance of deferred revenue was $5.95 billion, which includes $115 million of refundable customer deposits. Refundable customer deposits represent arrangements in which the customer has a unilateral cancellation right for which we are obligated to refund amounts paid related to products or services not yet delivered or provided at the time of cancellation on a prorated basis. Arrangements with some of our enterprise customers with non-cancellable and non-refundable committed funds provide options to either renew monthly on-premise term-based licenses or use some or all funds to purchase other Adobe products or services. Non-cancellable and non-refundable committed funds related to these agreements comprised approximately 5% of the total deferred revenue."}
-{"_id": "ADBE20231116", "title": "ADBE Deferred Revenue and Remaining Performance Obligations", "text": "ADOBE INC."}
-{"_id": "ADBE20231118", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "As of December 2, 2022, the balance of deferred revenue was $5.41 billion. Significant movements in the deferred revenue balance during the period consisted of increases due to payments received prior to transfer of control of the underlying performance obligations to the customer, which were offset by decreases due to revenue recognized in the period. During the year ended December 1, 2023, approximately $5.24 billion of revenue was recognized that was included in the balance of deferred revenue as of December 2, 2022."}
-{"_id": "ADBE20231119", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and unbilled amounts that will be recognized as revenue in future periods. Transaction price allocated to remaining performance obligations is influenced by several factors, including the timing of renewals and average contract term. We applied practical expedients to exclude amounts related to performance obligations that are billed and recognized as they are delivered, optional purchases that do not represent material rights, sales and usage-based royalties not yet consumed and any estimated amounts of variable consideration that are subject to constraint."}
-{"_id": "ADBE20231120", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "Remaining performance obligations were approximately $17.22 billion as of December 1, 2023. Non-cancellable and non-refundable committed funds related to some of our enterprise customer agreements referred to in the paragraph above comprised approximately 5% of the total remaining performance obligations. Approximately 69% of the remaining performance obligations, excluding the aforementioned enterprise customer agreements, are expected to be recognized over the next 12 months with the remainder recognized thereafter."}
-{"_id": "ADBE20231122", "title": "ADBE Contract Acquisition Costs", "text": "We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs meet the requirements to be capitalized."}
-{"_id": "ADBE20231123", "title": "ADBE Contract Acquisition Costs", "text": "The costs capitalized are primarily sales commissions paid to our sales force personnel. Capitalized costs may also include portions of fringe benefits and payroll taxes associated with compensation for incremental costs to acquire customer contracts and incentive payments to partners."}
-{"_id": "ADBE20231124", "title": "ADBE Contract Acquisition Costs", "text": "Capitalized costs to obtain a contract are amortized over the expected period of benefit, which we have determined, based on analysis, to be 5 years. Amortization of capitalized costs are included in sales and marketing expense in our Consolidated Statements of Income. During fiscal 2023, 2022 and 2021, we amortized $254 million, $238 million and $212 million of capitalized contract acquisition costs into sales and marketing expense, respectively. We did not incur any impairment losses for all periods presented."}
-{"_id": "ADBE20231125", "title": "ADBE Contract Acquisition Costs", "text": "Capitalized contract acquisition costs were $656 million and $629 million as of December 1, 2023 and December 2, 2022, of which $422 million and $406 million was long-term and included in other assets in the Consolidated Balance Sheets, respectively. The remaining balance of the capitalized costs to obtain contracts was current and included in prepaid expenses and other current assets."}
-{"_id": "ADBE20231127", "title": "ADBE Refund Liabilities", "text": "We record refund liabilities for amounts that may be subject to future refunds, which include sales returns reserves and customer rebates and credits. Refund liabilities are included in accrued expenses on the Consolidated Balance Sheets. Refund liabilities were $111 million and $106 million as of December 1, 2023 and December 2, 2022, respectively."}
-{"_id": "ADBE20231130", "title": "ADBE Significant Customers", "text": "For all periods presented, there were no customers that represented at least 10% of net revenue or that were responsible for over 10% of our trade receivables."}
-{"_id": "ADBE20231131", "title": "ADBE Significant Customers", "text": "ADOBE INC."}
-{"_id": "ADBE20231135", "title": "ADBE Figma", "text": "On September 15, 2022, we entered into a definitive merger agreement under which we intended to acquire Figma, Inc. (\u201cFigma\u201d) for approximately $20 billion, comprised of approximately half cash and half stock."}
-{"_id": "ADBE20231136", "title": "ADBE Figma", "text": "On December 17, 2023, we entered into a mutual termination agreement with Figma to terminate the proposed merger. In accordance with the terms of the termination agreement, on December 20, 2023, we paid Figma a termination fee of $1 billion, which we recorded in operating expenses in the first quarter of fiscal year 2024."}
-{"_id": "ADBE20231138", "title": "ADBE Frame.io", "text": "On October 7, 2021, we completed the acquisition of Frame.io, a privately held company that provides a cloud-based video collaboration platform, for approximately $1.24 billion, primarily in cash consideration. The financial results of Frame.io have been included in our Consolidated Financial Statements since the date of the acquisition. Frame.io is reported as part of our Digital Media reportable segment."}
-{"_id": "ADBE20231148", "title": "ADBE Frame.io", "text": "The table below represents the final purchase price allocation to total identifiable intangible assets acquired and net liabilities assumed based on their respective estimated fair values as of October 7, 2021. (dollars in millions)####Amount##Weighted Average Useful Life (years) Purchased technology##$##331##4 In-process research and development (1)####19##N/A Trademarks####4##3 Customer contracts and relationships####3##10 Total identifiable intangible assets####357## Net liabilities assumed####(36)##N/A Goodwill (2)####915##N/A Total purchase price##$##1,236##"}
-{"_id": "ADBE20231150", "title": "ADBE _________________________________________", "text": "(1) Capitalized as purchased technology and considered indefinite lived until the completion or abandonment of the associated research and development efforts."}
-{"_id": "ADBE20231151", "title": "ADBE _________________________________________", "text": "(2) Non-deductible for tax purposes."}
-{"_id": "ADBE20231154", "title": "ADBE Workfront", "text": "On December 7, 2020, we completed the acquisition of Workfront, a privately held company that provides a workflow platform, for approximately $1.52 billion in cash consideration. The financial results of Workfront have been included in our Consolidated Financial Statements since the date of the acquisition. Workfront is reported as part of our Digital Experience reportable segment."}
-{"_id": "ADBE20231155", "title": "ADBE Workfront", "text": "ADOBE INC."}
-{"_id": "ADBE20231166", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "The table below represents the final purchase price allocation to total identifiable intangible assets acquired and net liabilities assumed based on their respective estimated fair values as of December 7, 2020. (dollars in millions)####Amount##Weighted Average Useful Life (years) Customer contracts and relationships##$##290##10 Purchased technology####100##3 Backlog####40##2 Trademarks####30##5 Total identifiable intangible assets####460## Net liabilities assumed####(31)##N/A Goodwill (1)####1,095##N/A Total purchase price##$##1,524##"}
-{"_id": "ADBE20231168", "title": "ADBE _________________________________________", "text": "(1) Non-deductible for tax purposes."}
-{"_id": "ADBE20231170", "title": "ADBE NOTE 4. CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS", "text": "Cash equivalents consist of highly liquid marketable securities with remaining maturities of three months or less at the date of purchase. We classify our investments in marketable debt securities as \u201cavailable-for-sale.\u201d We carry these investments at fair value, based on quoted market prices or other readily available market information. Unrealized gains and unrealized non-credit-related losses of marketable debt securities are included in accumulated other comprehensive income, net of taxes, in our Consolidated Balance Sheets. Unrealized credit-related losses are recorded to other income (expense), net in our Consolidated Statements of Income with a corresponding allowance for credit-related losses in our Consolidated Balance Sheets. Gains and losses are determined using the specific identification method and recognized when realized in our Consolidated Statements of Income."}
-{"_id": "ADBE20231187", "title": "ADBE NOTE 4. CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS", "text": "Cash, cash equivalents and short-term investments consisted of the following as of December 1, 2023: (in millions)####Amortized Cost####Unrealized Gains####Unrealized Losses####Estimated Fair Value Current assets:################ Cash##$##618##$##\u2014##$##\u2014##$##618 Cash equivalents:################ Money market funds####6,498####\u2014####\u2014####6,498 Time deposits####25####\u2014####\u2014####25 Total cash equivalents####6,523####\u2014####\u2014####6,523 Total cash and cash equivalents####7,141####\u2014####\u2014####7,141 Short-term fixed income securities:################ Asset-backed securities####15####\u2014####\u2014####15 Corporate debt securities####438####\u2014####(4)####434 U.S. agency securities####13####\u2014####(1)####12 U.S. Treasury securities####247####\u2014####(7)####240 Total short-term investments####713####\u2014####(12)####701 Total cash, cash equivalents and short-term investments##$##7,854##$##\u2014##$##(12)##$##7,842"}
-{"_id": "ADBE20231188", "title": "ADBE NOTE 4. CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS", "text": "ADOBE INC."}
-{"_id": "ADBE20231208", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "Cash, cash equivalents and short-term investments consisted of the following as of December 2, 2022: (in millions)####Amortized Cost####Unrealized Gains####Unrealized Losses####Estimated Fair Value Current assets:################ Cash##$##657##$##\u2014##$##\u2014##$##657 Cash equivalents:################ Corporate debt securities####39####\u2014####\u2014####39 Money market funds####3,479####\u2014####\u2014####3,479 Time deposits####61####\u2014####\u2014####61 Total cash equivalents####3,579####\u2014####\u2014####3,579 Total cash and cash equivalents####4,236####\u2014####\u2014####4,236 Short-term fixed income securities:################ Asset-backed securities####98####\u2014####(1)####97 Corporate debt securities####1,290####\u2014####(24)####1,266 Foreign government securities####5####\u2014####\u2014####5 Municipal securities####24####\u2014####\u2014####24 U.S. agency securities####34####\u2014####\u2014####34 U.S. Treasury securities####450####\u2014####(16)####434 Total short-term investments####1,901####\u2014####(41)####1,860 Total cash, cash equivalents and short-term investments##$##6,137##$##\u2014##$##(41)##$##6,096"}
-{"_id": "ADBE20231209", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "See Note 5 for further information regarding the fair value of our financial instruments."}
-{"_id": "ADBE20231215", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "The following table summarizes the estimated fair value of short-term fixed income debt securities classified as short-term investments based on stated effective maturities as of December 1, 2023: (in millions)####Estimated Fair Value Due within one year##$##472 Due between one and two years####220 Due between two and three years####9 Total##$##701"}
-{"_id": "ADBE20231217", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "We review our debt securities classified as short-term investments on a regular basis for impairment. For debt securities in unrealized loss positions, we determine whether any portion of the decline in fair value below the amortized cost basis is due to credit-related factors if we neither intend to sell nor anticipate that it is more likely than not that we will be required to sell prior to recovery of the amortized cost basis. We consider factors such as the extent to which the market value has been less than the cost, any noted failure of the issuer to make scheduled payments, changes to the rating of the security and other relevant credit-related factors in determining whether or not a credit loss exists. During fiscal 2023 and 2022, we did not recognize an allowance for credit-related losses on any of our investments."}
-{"_id": "ADBE20231218", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "ADOBE INC."}
-{"_id": "ADBE20231221", "title": "ADBE NOTE 5. FAIR VALUE MEASUREMENTS", "text": "Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis"}
-{"_id": "ADBE20231243", "title": "ADBE NOTE 5. FAIR VALUE MEASUREMENTS", "text": "The fair value of our financial assets and liabilities at December 1, 2023 was determined using the following inputs: (in millions)##########Fair Value Measurements at Reporting Date Using######## ########Quoted Prices in Active Markets for Identical Assets######Significant Other Observable Inputs####Significant Unobservable Inputs ####Total####(Level 1)######(Level 2)####(Level 3) Assets:################## Cash equivalents:################## Money market funds##$##6,498##$##6,498####$##\u2014##$##\u2014 Time deposits####25####25######\u2014####\u2014 Short-term investments:################## Asset-backed securities####15####\u2014######15####\u2014 Corporate debt securities####434####\u2014######434####\u2014 U.S. agency securities####12####\u2014######12####\u2014 U.S. Treasury securities####240####\u2014######240####\u2014 Prepaid expenses and other current assets:################## Foreign currency derivatives####52####\u2014######52####\u2014 Other assets:################## Deferred compensation plan assets####206####206######\u2014####\u2014 Total assets##$##7,482##$##6,729####$##753##$##\u2014 Liabilities:################ Accrued expenses:################ Foreign currency derivatives##$##4##$##\u2014##$##4##$##\u2014"}
-{"_id": "ADBE20231244", "title": "ADBE NOTE 5. FAIR VALUE MEASUREMENTS", "text": "ADOBE INC."}
-{"_id": "ADBE20231269", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "The fair value of our financial assets and liabilities at December 2, 2022 was determined using the following inputs: (in millions)##########Fair Value Measurements at Reporting Date Using######## ########Quoted Prices in Active Markets for Identical Assets######Significant Other Observable Inputs####Significant Unobservable Inputs ####Total####(Level 1)######(Level 2)####(Level 3) Assets:################## Cash equivalents:################## Corporate debt securities##$##39##$##\u2014####$##39##$##\u2014 Money market funds####3,479####3,479######\u2014####\u2014 Time deposits####61####61######\u2014####\u2014 Short-term investments:################## Asset-backed securities####97####\u2014######97####\u2014 Corporate debt securities####1,266####\u2014######1,266####\u2014 Foreign government securities####5####\u2014######5####\u2014 Municipal securities####24####\u2014######24####\u2014 U.S. agency securities####34####\u2014######34####\u2014 U.S. Treasury securities####434####\u2014######434####\u2014 Prepaid expenses and other current assets:################## Foreign currency derivatives####51####\u2014######51####\u2014 Other assets:################## Deferred compensation plan assets####160####160######\u2014####\u2014 Total assets##$##5,650##$##3,700####$##1,950##$##\u2014 Liabilities:################ Accrued expenses:################ Foreign currency derivatives##$##15##$##\u2014##$##15##$##\u2014"}
-{"_id": "ADBE20231270", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "See Note 4 for further information regarding the fair value of our financial instruments."}
-{"_id": "ADBE20231271", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "Our fixed income available-for-sale debt securities consist of high quality, investment grade securities from diverse issuers with a weighted average credit rating of AA-. We value these securities based on pricing from independent pricing vendors who use matrix pricing valuation techniques including market approach methodologies that model information generated by market transactions involving identical or comparable assets, as well as discounted cash flow methodologies. Inputs include quoted prices in active markets for identical assets or inputs other than quoted prices that are observable either directly or indirectly in determining fair value, including benchmark yields, issuer spreads off benchmark yields, interest rates and U.S. Treasury or swap curves. We therefore categorize all of our fixed income available-for-sale securities as Level 2. We perform routine procedures such as comparing prices obtained from multiple independent sources to ensure that appropriate fair values are recorded."}
-{"_id": "ADBE20231272", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "The fair values of our money market funds, time deposits and deferred compensation plan assets, which consist of money market and other mutual funds, are based on quoted prices in active markets at the measurement date."}
-{"_id": "ADBE20231273", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "Our over-the-counter foreign currency derivatives are valued using pricing models and discounted cash flow methodologies based on observable foreign exchange and interest rate data at the measurement date."}
-{"_id": "ADBE20231275", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "Our other current financial assets and current financial liabilities have fair values that approximate their carrying values."}
-{"_id": "ADBE20231276", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "ADOBE INC."}
-{"_id": "ADBE20231278", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis"}
-{"_id": "ADBE20231279", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "The fair value of our senior notes was $3.39 billion as of December 1, 2023, based on observable market prices in less active markets and categorized as Level 2. See Note 17 for further details regarding our debt."}
-{"_id": "ADBE20231281", "title": "ADBE NOTE 6. DERIVATIVE FINANCIAL INSTRUMENTS", "text": "We may use derivatives to partially offset our business exposure to foreign currency and interest rate risk on expected future cash flows, and certain existing assets and liabilities. We do not use any of our derivative instruments for trading purposes."}
-{"_id": "ADBE20231282", "title": "ADBE NOTE 6. DERIVATIVE FINANCIAL INSTRUMENTS", "text": "We enter into master netting arrangements to mitigate credit risk in derivative transactions by permitting net settlement of transactions with the same counterparty. We do not offset fair value amounts recognized for derivative instruments under master netting arrangements. We also enter into collateral security agreements with certain of our counterparties to exchange cash collateral when the net fair value of certain derivative instruments fluctuates from contractually established thresholds. Collateral posted is included in prepaid expenses and other current assets and collateral received is included in accrued expenses on our Consolidated Balance Sheets."}
-{"_id": "ADBE20231284", "title": "ADBE Cash Flow Hedges", "text": "In countries outside the United States, we transact business in U.S. Dollars and in various other currencies. We may use foreign exchange option contracts and forward contracts to hedge a portion of our forecasted foreign currency denominated revenue and expenses. These foreign exchange contracts, carried at fair value, have maturities of up to 12 months. As of December 1, 2023 and December 2, 2022, total notional amounts of outstanding cash flow hedges were $2.83 billion and $2.43 billion, respectively, hedging exposures denominated in Euros, Indian Rupees, British Pounds, Japanese Yen and Australian Dollars."}
-{"_id": "ADBE20231285", "title": "ADBE Cash Flow Hedges", "text": "In June 2019, we entered into Treasury lock agreements with large financial institutions which fixed benchmark U.S. Treasury rates for an aggregate notional amount of $1 billion of our future debt issuance. These derivative instruments hedged the impact of changes in the benchmark interest rate to future interest payments and were settled upon debt issuance in the first quarter of fiscal 2020. We incurred a loss related to the settlement of the instruments which is amortized to interest expense over the term of our debt due February 1, 2030. See Note 17 for further details regarding our debt."}
-{"_id": "ADBE20231286", "title": "ADBE Cash Flow Hedges", "text": "As of December 1, 2023, we had net derivative losses on our foreign exchange option contracts expected to be recognized within the next 18 months, of which $9 million of losses are expected to be recognized into revenue within the next 12 months. In addition, we had net derivative gains of $1 million on our foreign exchange forward contracts, which are expected to be recognized into operating expenses within the next 12 months.We also had net derivative losses on our Treasury lock agreements, of which $5 million is expected to be recognized into interest expense within the next 12 months."}
-{"_id": "ADBE20231287", "title": "ADBE Cash Flow Hedges", "text": "To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge, and the hedges must be highly effective in offsetting changes to future cash flows on hedged transactions. We record changes in fair value of these cash flow hedges in accumulated other comprehensive income (loss) in our Consolidated Balance Sheets, until the forecasted transaction occurs. When the forecasted transaction affects earnings, we reclassify the related gain or loss on the foreign currency revenue, foreign currency expense or Treasury lock cash flow hedge to revenue, operating expense or interest expense, as applicable. In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, we reclassify the gain or loss on the related cash flow hedge from accumulated other comprehensive income (loss) to the same income statement line item as the hedged item. We evaluate hedge effectiveness at the inception of the hedge prospectively, and on an ongoing basis both retrospectively and prospectively. If we do not elect hedge accounting, or the contract does not qualify for hedge accounting treatment, the changes in fair value from period to period are recorded in the same income statement line item as the hedged item."}
-{"_id": "ADBE20231289", "title": "ADBE Cash Flow Hedges", "text": "For fiscal 2023, 2022 and 2021, there were no net gains or losses recognized in income relating to hedges of forecasted transactions that did not occur."}
-{"_id": "ADBE20231290", "title": "ADBE Cash Flow Hedges", "text": "ADOBE INC."}
-{"_id": "ADBE20231293", "title": "ADBE Non-Designated Hedges", "text": "Our derivatives not designated as hedging instruments consist of foreign currency forward contracts that we primarily use to hedge monetary assets and liabilities denominated in non-functional currencies. The changes in fair value of these contracts are recorded to other income (expense), net in our Consolidated Statements of Income. Changes in the fair value of the underlying assets and liabilities associated with the hedged risk are generally offset by the changes in the fair value of the related contracts."}
-{"_id": "ADBE20231294", "title": "ADBE Non-Designated Hedges", "text": "As of December 1, 2023, total notional amounts of outstanding foreign currency forward contracts hedging monetary assets and liabilities were $998 million, primarily hedging exposures denominated in Euros, Indian Rupees, British Pounds and Australian Dollars. As of December 2, 2022, total notional amounts of outstanding contracts were $814 million, primarily hedging exposures denominated in Euros, British Pounds, Indian Rupees and Australian Dollars. At December 1, 2023 and December 2, 2022, the outstanding balance sheet hedging derivatives had maturities of 180 days or less."}
-{"_id": "ADBE20231303", "title": "ADBE Non-Designated Hedges", "text": "Fair value asset derivatives are included in prepaid expenses and other current assets and fair value liability derivatives are included in accrued expenses on our Consolidated Balance Sheets. The fair value of derivative instruments on our Consolidated Balance Sheets as of December 1, 2023 and December 2, 2022 were as follows: (in millions)######2023##########2022#### ####Fair Value Asset Derivatives######Fair Value Liability Derivatives####Fair Value Asset Derivatives######Fair Value Liability Derivatives Derivatives designated as hedging instruments:#################### Foreign exchange option contracts##$##42####$##\u2014##$##36####$##\u2014 Foreign exchange forward contracts####1######\u2014####\u2014######7 Derivatives not designated as hedging instruments:#################### Foreign exchange forward contracts####9######4####15######8 Total derivatives##$##52####$##4##$##51####$##15"}
-{"_id": "ADBE20231308", "title": "ADBE Non-Designated Hedges", "text": "Gains (losses) on derivative instruments, net of tax, recognized in our Consolidated Statements of Comprehensive Income for fiscal 2023, 2022 and 2021 were as follows: (in millions)####2023####2022####2021 Derivatives in cash flow hedging relationships:############ Foreign exchange option contracts##$##(17)##$##144##$##69 Foreign exchange forward contracts##$##5##$##(5)##$##\u2014"}
-{"_id": "ADBE20231320", "title": "ADBE Non-Designated Hedges", "text": "The effects of derivative instruments on our Consolidated Statements of Income for fiscal 2023, 2022 and 2021 were as follows: (in millions)####Financial Statement Classification####2023####2022####2021 ##Derivatives in cash flow hedging relationships:############## ##Foreign exchange option contracts############## Net gain (loss) reclassified from accumulated OCI into income####Revenue##$##41##$##176##$##(16) ##Foreign exchange forward contracts############## Net gain (loss) reclassified from accumulated OCI into income####Operating expenses##$##(2)##$##\u2014##$##\u2014 ##Treasury lock############## Net gain (loss) reclassified from accumulated OCI into income####Interest expense##$##(5)##$##(4)##$##(4) ##Derivatives not designated as hedging relationships:############## Foreign exchange forward contracts####Other income (expense), net##$##12##$##(29)##$##(3)"}
-{"_id": "ADBE20231321", "title": "ADBE Non-Designated Hedges", "text": "ADOBE INC."}
-{"_id": "ADBE20231335", "title": "ADBE NOTE 7. PROPERTY AND EQUIPMENT", "text": "Property and equipment, net consisted of the following as of December 1, 2023 and December 2, 2022: (in millions)####2023####2022 Computers and other equipment##$##1,490##$##1,352 Buildings####1,069####555 Building improvements####591####347 Leasehold improvements####275####259 Furniture and fixtures####171####145 Land####163####144 Capital projects in-progress####2####675 Total####3,761####3,477 Less: Accumulated depreciation and amortization####(1,731)####(1,569) Property and equipment, net##$##2,030##$##1,908"}
-{"_id": "ADBE20231336", "title": "ADBE NOTE 7. PROPERTY AND EQUIPMENT", "text": "Depreciation and amortization expense of property and equipment for fiscal 2023, 2022 and 2021 was $235 million, $189 million and $207 million, respectively."}
-{"_id": "ADBE20231345", "title": "ADBE NOTE 7. PROPERTY AND EQUIPMENT", "text": "Property and equipment, net, by geographic area as of December 1, 2023 and December 2, 2022 was as follows: (in millions)####2023####2022 Americas:######## United States##$##1,740##$##1,690 Other####1####1 Total Americas####1,741####1,691 EMEA####87####69 APAC####202####148 Property and equipment, net##$##2,030##$##1,908"}
-{"_id": "ADBE20231355", "title": "ADBE NOTE 8. GOODWILL AND OTHER INTANGIBLES", "text": "Goodwill by reportable segment and activity was as follows: (in millions)####Digital Media####Digital Experience####Publishing and Advertising####Total Goodwill Balances at December 3, 2021##$##3,731##$##8,539##$##398##$##12,668 Acquisitions####161####\u2014####\u2014####161 Foreign currency translation####(3)####(39)####\u2014####(42) Balances at December 2, 2022##$##3,889##$##8,500##$##398##$##12,787 Foreign currency translation####1####17####\u2014####18 Balances at December 1, 2023##$##3,890##$##8,517##$##398##$##12,805"}
-{"_id": "ADBE20231356", "title": "ADBE NOTE 8. GOODWILL AND OTHER INTANGIBLES", "text": "ADOBE INC."}
-{"_id": "ADBE20231365", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "Other intangibles, net, as of December 1, 2023 and December 2, 2022 were as follows: (in millions)########2023############2022#### ####Gross Carrying Amount####Accumulated Amortization####Net####Gross Carrying Amount####Accumulated Amortization####Net Customer contracts and relationships##$##1,204##$##(619)##$##585##$##1,204##$##(495)##$##709 Purchased technology####984####(647)####337####1,060####(530)####530 Trademarks####376####(217)####159####375####(172)####203 Other####22####(15)####7####61####(54)####7 Other intangibles, net##$##2,586##$##(1,498)##$##1,088##$##2,700##$##(1,251)##$##1,449"}
-{"_id": "ADBE20231366", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "Amortization expense related to other intangibles was $375 million, $405 million and $354 million for fiscal 2023, 2022 and 2021 respectively. Of these amounts, $207 million, $236 million and $181 million were included in cost of sales for fiscal 2023, 2022 and 2021 respectively."}
-{"_id": "ADBE20231376", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "Other intangibles are amortized over their estimated useful lives of 3 to 14 years. As of December 1, 2023, the estimated aggregate amortization expense for each of the five succeeding fiscal years was as follows: (in millions)#### Fiscal Year####Other Intangibles (1) 2024##$##334 2025####299 2026####146 2027####105 2028####62 Thereafter####122 Total expected amortization expense##$##1,068"}
-{"_id": "ADBE20231378", "title": "ADBE _________________________________________", "text": "(1)Excludes capitalized in-process research and development which is considered indefinite lived until the completion or abandonment of the associated research and development efforts."}
-{"_id": "ADBE20231388", "title": "ADBE NOTE 9. ACCRUED EXPENSES", "text": "Accrued expenses as of December 1, 2023 and December 2, 2022 consisted of the following: (in millions)####2023####2022 Accrued bonuses##$##547##$##489 Accrued compensation and benefits####535####485 Accrued corporate marketing####132####154 Sales and use taxes####122####117 Refund liabilities####111####106 Other####495####439 Accrued expenses##$##1,942##$##1,790"}
-{"_id": "ADBE20231390", "title": "ADBE NOTE 9. ACCRUED EXPENSES", "text": "Other primarily includes general business accruals, royalties payable, accrued hosting fees and derivative collateral liabilities."}
-{"_id": "ADBE20231391", "title": "ADBE NOTE 9. ACCRUED EXPENSES", "text": "ADOBE INC."}
-{"_id": "ADBE20231398", "title": "ADBE NOTE 10. INCOME TAXES", "text": "Income before income taxes for fiscal 2023, 2022 and 2021 consisted of the following: (in millions)####2023####2022####2021 Domestic##$##3,465##$##1,958##$##1,736 Foreign####3,334####4,050####3,969 Income before income taxes##$##6,799##$##6,008##$##5,705"}
-{"_id": "ADBE20231411", "title": "ADBE NOTE 10. INCOME TAXES", "text": "The provision for income taxes for fiscal 2023, 2022 and 2021 consisted of the following: (in millions)####2023####2022####2021 Current:############ United States federal##$##1,198##$##465##$##391 Foreign####335####329####197 State and local####260####132####103 Total current####1,793####926####691 Deferred:############ United States federal####(556)####(45)####(148) Foreign####227####360####359 State and local####(93)####11####(19) Total deferred####(422)####326####192 Provision for income taxes##$##1,371##$##1,252##$##883"}
-{"_id": "ADBE20231423", "title": "ADBE Reconciliation of Provision for Income Taxes", "text": "Total income tax expense differed from the income tax expense computed at the U.S. federal statutory rate of 21% as a result of the following: (in millions)####2023####2022####2021 Tax expense computed at U.S. federal statutory rate##$##1,428##$##1,262##$##1,198 Tax credits####(130)####(116)####(149) Effects of non-U.S. operations####(116)####(7)####(23) Tax settlements####(14)####(14)####(58) State tax expense, net of federal benefit####132####113####66 Stock-based compensation####29####\u2014####(157) Other####42####14####6 Provision for income taxes##$##1,371##$##1,252##$##883"}
-{"_id": "ADBE20231424", "title": "ADBE Reconciliation of Provision for Income Taxes", "text": "ADOBE INC."}
-{"_id": "ADBE20231448", "title": "ADBE Deferred Tax Assets and Liabilities", "text": "The tax effects of the temporary differences that gave rise to significant portions of the deferred tax assets and liabilities as of December 1, 2023 and December 2, 2022 were as follows: (in millions)####2023####2022 Deferred tax assets:######## Capitalized expenses##$##984##$##298 Intangible assets####320####653 Credit carryforwards####366####333 Reserves and accruals####125####98 Operating lease liabilities####97####104 Stock-based compensation####65####108 Net operating loss carryforwards of acquired companies####44####88 Benefits relating to tax positions####68####56 Other####48####41 Total gross deferred tax assets####2,117####1,779 Valuation allowance####(405)####(402) Total deferred tax assets####1,712####1,377 Deferred tax liabilities:######## Acquired intangible assets####263####354 Prepaid expenses####107####110 Operating lease right-of-use assets####89####97 Depreciation and amortization####77####67 Total deferred tax liabilities####536####628 Net deferred tax assets##$##1,176##$##749"}
-{"_id": "ADBE20231449", "title": "ADBE Deferred Tax Assets and Liabilities", "text": "Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards."}
-{"_id": "ADBE20231450", "title": "ADBE Deferred Tax Assets and Liabilities", "text": "As of December 1, 2023, we had state net operating loss and tax credit carryforwards of approximately $446 million and $352 million, respectively. We also had federal tax credit carryforwards of approximately $80 million. The majority of the state tax credits can be carried forward indefinitely, and the remaining net operating loss and tax credit carryforwards will expire in various years from fiscal 2024 through 2040. Certain net operating loss and tax credit carryforwards are subject to an annual limitation and/or are reduced by a valuation allowance. The net carrying amount of such assets is expected to be fully realized."}
-{"_id": "ADBE20231451", "title": "ADBE Deferred Tax Assets and Liabilities", "text": "In assessing the realizability of deferred tax assets, management determined that it is more likely than not that we will not fully realize certain available tax assets in domestic and foreign jurisdictions. Deferred tax assets are offset by a valuation allowance to the extent it is more likely than not that they are not expected to be realized. As of December 1, 2023, we continue to maintain a valuation allowance of $405 million primarily related to certain state credits. For fiscal 2023, the increase in the valuation allowance was $3 million."}
-{"_id": "ADBE20231453", "title": "ADBE Deferred Tax Assets and Liabilities", "text": "As we repatriate foreign earnings for use in the United States, the distributions will generally be exempt from federal income taxes. As of December 1, 2023, the cumulative amount of foreign earnings considered permanently reinvested upon which taxes have not been provided, and the corresponding unrecognized deferred tax liability, was not material."}
-{"_id": "ADBE20231454", "title": "ADBE Deferred Tax Assets and Liabilities", "text": "ADOBE INC."}
-{"_id": "ADBE20231466", "title": "ADBE Accounting for Uncertainty in Income Taxes", "text": "During fiscal 2023 and 2022, the aggregate changes in our total gross amount of unrecognized tax benefits were as follows: (in millions)####2023####2022 Beginning balance##$##321##$##289 Gross increases in unrecognized tax benefits \u2013 prior year tax positions####103####20 Gross decreases in unrecognized tax benefits \u2013 prior year tax positions####(9)####(18) Gross increases in unrecognized tax benefits \u2013 current year tax positions####108####53 Lapse of statute of limitations####(14)####(4) Tax settlements####(13)####(18) Foreign exchange gains and losses####5####(1) Ending balance##$##501##$##321"}
-{"_id": "ADBE20231467", "title": "ADBE Accounting for Uncertainty in Income Taxes", "text": "Our policy is to record interest and penalties related to uncertain tax positions within the provision for income taxes. As of December 1, 2023 and December 2, 2022, the combined amounts of accrued interest and penalties included in long-term income taxes payable related to tax positions taken on our tax returns were not material."}
-{"_id": "ADBE20231468", "title": "ADBE Accounting for Uncertainty in Income Taxes", "text": "While we file federal, state and local income tax returns globally, our major tax jurisdictions are Ireland, California and the United States. We are subject to the examination of our income tax returns by various domestic and foreign tax authorities with 2019 being the earliest fiscal year open for examination in all of our major tax jurisdictions. We regularly assess the likelihood of outcomes resulting from these examinations to determine the adequacy of our provision for income taxes and have reserved for potential adjustments that may result from these examinations. While we believe our tax estimates are reasonable, we cannot provide assurance that the final determination of any of these examinations will not have an adverse effect on our financial position and results of operations."}
-{"_id": "ADBE20231469", "title": "ADBE Accounting for Uncertainty in Income Taxes", "text": "The timing of the resolution of income tax examinations is highly uncertain as are the amounts and timing of tax payments that are part of any audit settlement process. These events could cause large fluctuations in the balance sheet classification of our tax assets and liabilities. We believe that within the next 12 months, it is reasonably possible that either certain audits will conclude or statutes of limitations on certain income tax examination periods will expire, or both. Although the timing of resolution, settlement and closing of audits is not certain, it is reasonably possible that the underlying unrecognized tax benefits may decrease by up to $60 million over the next 12 months."}
-{"_id": "ADBE20231472", "title": "ADBE Retirement Savings Plan", "text": "The Adobe Inc. 401(k) Retirement Savings Plan, qualified under Section 401(k) of the Internal Revenue Code, is a retirement savings plan covering substantially all of our U.S. employees. Under the plan, eligible employees may contribute up to 65% of their pretax or after-tax salary, subject to the IRS annual contribution limits. In fiscal 2023, we matched 50% of the first 6% of the employee\u2019s eligible compensation. We contributed $85 million, $76 million and $64 million in fiscal 2023, 2022 and 2021, respectively. We are under no obligation to continue matching future employee contributions and, at our discretion, may change our practices at any time."}
-{"_id": "ADBE20231475", "title": "ADBE Deferred Compensation Plan", "text": "The Adobe Inc. Deferred Compensation Plan is an unfunded, non-qualified, deferred compensation arrangement under which certain executives are able to defer a portion of their annual compensation. Participants may elect to contribute up to 75% of their base salary and 100% of other specified compensation, including commissions and bonuses. Members of the Board of Directors are also eligible to participate and are able to defer their directors\u2019 fees and elect cash benefit distributions in the same manner as executives. Additionally, members of the Board are permitted to defer equity awards. Participants are able to elect the payment of benefits to begin on a specified date at least three years after the end of the plan year in which election is made or, with respect to equity awards, vests. For cash benefit elections, distributions are made in cash in the form of a lump sum, or"}
-{"_id": "ADBE20231476", "title": "ADBE Deferred Compensation Plan", "text": "ADOBE INC."}
-{"_id": "ADBE20231478", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "five, ten, or fifteen-year annual installments. For equity award elections, distributions are made in stock in the form of a lump sum payment only."}
-{"_id": "ADBE20231479", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "Certain deferred compensation is invested in money market and other mutual funds and subsequently recorded as other assets on our Consolidated Balance Sheets, with corresponding unrealized holding gains and losses recorded as investment gains (losses) in our Consolidated Statements of Income. Undistributed deferred compensation is recorded as long-term liabilities on our Consolidated Balance Sheets."}
-{"_id": "ADBE20231480", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "As of December 1, 2023 and December 2, 2022, the invested amounts under the plan totaled $206 million and $160 million, respectively. As of December 1, 2023 and December 2, 2022, undistributed deferred compensation due to participants totaled $222 million and $178 million, respectively."}
-{"_id": "ADBE20231483", "title": "ADBE NOTE 12. STOCK-BASED COMPENSATION", "text": "Our stock-based compensation programs are long-term retention programs that are intended to attract, retain and provide incentives for employees, officers and directors, and to align stockholder and employee interests. We have the following stock-based compensation plans and programs: Restricted Stock Units and Performance Share Programs"}
-{"_id": "ADBE20231484", "title": "ADBE NOTE 12. STOCK-BASED COMPENSATION", "text": "We grant restricted stock units and performance share awards to eligible employees under our 2019 Equity Incentive Plan (\u201c2019 Plan\u201d). Restricted stock units generally vest over four years. Certain grants have other vesting periods approved by the Executive Compensation Committee of our Board of Directors (the \u201cECC\u201d)."}
-{"_id": "ADBE20231485", "title": "ADBE NOTE 12. STOCK-BASED COMPENSATION", "text": "As of December 1, 2023, we had reserved 64.0 million shares of our common stock for issuance under our 2019 Plan and had 34.3 million shares available for grant."}
-{"_id": "ADBE20231486", "title": "ADBE NOTE 12. STOCK-BASED COMPENSATION", "text": "Our Performance Share Programs aim to help focus key employees on building stockholder value, provide significant award potential for achieving outstanding company performance and enhance our ability to attract and retain highly talented and competent individuals. The ECC approves the terms of each of our Performance Share Programs, including the award calculation methodology. In January 2023, the ECC approved the 2023 Performance Share Program."}
-{"_id": "ADBE20231487", "title": "ADBE NOTE 12. STOCK-BASED COMPENSATION", "text": "Shares outstanding under our 2023 and 2022 Performance Share Programs may be earned based on the achievement of (i) an objective relative total stockholder return measured over a three-year performance period, as well as (ii) revenue-based financial metrics measured over three one-year performance periods. Each type of performance goal is weighted 50% and achievement of each performance goal is determined independently of the other. Shares associated with each performance goal are not awarded until the corresponding performance targets are defined."}
-{"_id": "ADBE20231488", "title": "ADBE NOTE 12. STOCK-BASED COMPENSATION", "text": "Shares outstanding under our 2021 Performance Share Program may be earned based on the achievement of an objective relative total stockholder return measured over a three-year performance period."}
-{"_id": "ADBE20231489", "title": "ADBE NOTE 12. STOCK-BASED COMPENSATION", "text": "Performance share awards in each of our 2023, 2022 and 2021 Performance Share Programs will cliff-vest upon the later of (i) the three-year anniversary of the earliest vesting commencement date in the respective Performance Share Program, or (ii) the ECC's certification of the level of achievement of the final performance period in the respective Performance Share Program, contingent upon the participant\u2019s continued service. Participants can earn between 0% and 200% of the target number of performance shares."}
-{"_id": "ADBE20231490", "title": "ADBE NOTE 12. STOCK-BASED COMPENSATION", "text": "As of December 1, 2023, the shares awarded under our 2023, 2022 and 2021 Performance Share Programs remained outstanding and unvested."}
-{"_id": "ADBE20231493", "title": "ADBE Employee Stock Purchase Plan", "text": "Our Employee Stock Purchase Plan (\u201cESPP\u201d) allows eligible employee participants to purchase shares of our common stock at a discount through payroll deductions. The ESPP consists of twenty-four-month offering periods with four six-month purchase periods in each offering period. Employees purchase shares in each purchase period at 85% of the market value of our common stock at either the beginning of the offering period or the end of the purchase period, whichever price is lower. If the"}
-{"_id": "ADBE20231494", "title": "ADBE Employee Stock Purchase Plan", "text": "ADOBE INC."}
-{"_id": "ADBE20231496", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "market value of our common stock at the end of a purchase period is lower than the market value at the beginning of the offering period, participants are rolled over into the subsequent offering, resulting in a reset of the offering price and the twenty-four month offering period."}
-{"_id": "ADBE20231497", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "The ESPP will continue until the earlier of termination by the Board of Directors or the date on which all of the shares available for issuance under the plan have been issued."}
-{"_id": "ADBE20231498", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "As of December 1, 2023, we had reserved 103.0 million shares of our common stock for issuance under the ESPP and approximately 9.6 million shares remain available for future issuance."}
-{"_id": "ADBE20231500", "title": "ADBE Issuance of Shares", "text": "Upon vesting of restricted stock units and performance shares or purchase of shares under the ESPP, we will issue treasury stock. If treasury stock is not available, common stock will be issued. In order to minimize the impact of on-going dilution from issuance of shares, we instituted a stock repurchase program. See Note 14 for information regarding our stock repurchase programs."}
-{"_id": "ADBE20231502", "title": "ADBE Valuation of Stock-Based Compensation", "text": "Stock-based compensation cost is measured at the grant date based on the fair value of the award."}
-{"_id": "ADBE20231503", "title": "ADBE Valuation of Stock-Based Compensation", "text": "Our restricted stock units are valued based on the fair market value of the award on the grant date. Our performance share awards which are contingent upon achievement of relative total stockholder return are valued using a Monte Carlo Simulation model. Our performance share awards which are contingent upon achievement of revenue-based financial metrics are valued based on the fair market value of the award on the grant date."}
-{"_id": "ADBE20231504", "title": "ADBE Valuation of Stock-Based Compensation", "text": "We use the Black-Scholes option pricing model to determine the fair value of ESPP purchase rights. The determination of the grant date fair value of our ESPP purchase rights is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the expected term of the awards, actual and projected employee stock option exercise behaviors, a risk-free interest rate and any expected dividends."}
-{"_id": "ADBE20231513", "title": "ADBE Summary of Restricted Stock Units", "text": "Restricted stock unit activity for fiscal 2023 was as follows: ##Number of Shares (in millions)####Weighted Average Grant Date Fair Value####Aggregate Fair Value (1) (in millions)##Weighted Average Remaining Contractual Life (years) Beginning outstanding balance##7.4##$##449.94###### Awarded##4.8##$##376.83###### Released##(3.9)##$##424.00###### Forfeited##(0.5)##$##436.70###### Ending outstanding balance##7.8##$##418.63##$##4,770##1.36 Expected to vest##7.0##$##419.46##$##4,276##1.29"}
-{"_id": "ADBE20231515", "title": "ADBE _________________________________________", "text": "(1) The aggregate fair value is calculated using the closing stock price as of December 1, 2023 of $612.47."}
-{"_id": "ADBE20231517", "title": "ADBE _________________________________________", "text": "The weighted average grant date fair values of restricted stock units granted during fiscal 2023, 2022 and 2021 were $376.83, $457.96 and $504.69, respectively. The total fair value of restricted stock units vested during fiscal 2023, 2022 and 2021 was $1.71 billion, $1.30 billion and $1.83 billion, respectively."}
-{"_id": "ADBE20231518", "title": "ADBE _________________________________________", "text": "ADOBE INC."}
-{"_id": "ADBE20231528", "title": "ADBE Summary of Performance Shares", "text": "Performance share activity for fiscal 2023 was as follows: ##Number of Shares (in millions)####Weighted Average Grant Date Fair Value####Aggregate Fair Value (1) (in millions)##Weighted Average Remaining Contractual Life (years) Beginning outstanding balance##0.4##$##495.23###### Awarded##0.2##$##437.58###### Released##(0.1)##$##498.74###### Forfeited##\u2014##$##491.86###### Ending outstanding balance##0.5##$##465.71##$##284##1.32 Expected to vest##0.4##$##466.10##$##255##1.26"}
-{"_id": "ADBE20231530", "title": "ADBE _________________________________________", "text": "(1) The aggregate fair value is calculated using the closing stock price as of December 1, 2023 of $612.47."}
-{"_id": "ADBE20231531", "title": "ADBE _________________________________________", "text": "Shares released during fiscal 2023 resulted from 63% achievement of target for the 2020 Performance Share Program, as certified by the ECC in the first quarter of fiscal 2023."}
-{"_id": "ADBE20231532", "title": "ADBE _________________________________________", "text": "The weighted average grant date fair values of performance share awards granted during fiscal 2023, 2022 and 2021 were $437.58, $402.24 and $325.24, respectively. The total fair value of performance share awards vested during fiscal 2023, 2022 and 2021 was $39 million, $192 million and $212 million, respectively."}
-{"_id": "ADBE20231534", "title": "ADBE Summary of Employee Stock Purchase Plan Shares", "text": "Employees purchased 1.1 million shares at an average price of $286.31, 0.8 million shares at an average price of $333.92, and 1.0 million shares at an average price of $294.15 for fiscal 2023, 2022 and 2021, respectively. The intrinsic value of shares purchased during fiscal 2023, 2022 and 2021 was $185 million, $73 million and $256 million, respectively. The intrinsic value is calculated as the difference between the market value on the date of purchase and the purchase price of the shares."}
-{"_id": "ADBE20231535", "title": "ADBE Summary of Employee Stock Purchase Plan Shares", "text": "During fiscal 2023, the rollover provision of our ESPP was triggered and resulted in incremental expense to be recognized over the new twenty-four-month offering period, which did not have a material impact on our Consolidated Statements of Income."}
-{"_id": "ADBE20231537", "title": "ADBE Compensation Costs", "text": "We recognize the estimated compensation costs of restricted stock units, net of estimated forfeitures, on a straight-line basis over the requisite service period of the entire award, which is generally the vesting period. The estimated compensation cost is based on the fair value of our common stock on the date of grant."}
-{"_id": "ADBE20231538", "title": "ADBE Compensation Costs", "text": "Compensation costs for our performance share awards which are contingent upon achievement of relative total stockholder return are recognized, net of estimated forfeitures, on a straight-line basis over the requisite performance period or service period of the entire award, whichever is longer. Compensation costs for our performance share awards which are contingent upon achievement of revenue-based financial metrics are recognized, net of estimated forfeitures, based upon the expected levels of achievement, which are assessed periodically until certification by the ECC."}
-{"_id": "ADBE20231539", "title": "ADBE Compensation Costs", "text": "We estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. We use historical data to estimate forfeitures and record stock-based compensation expense only for those awards that are expected to vest."}
-{"_id": "ADBE20231541", "title": "ADBE Compensation Costs", "text": "As of December 1, 2023, there was $2.87 billion of unrecognized compensation cost, adjusted for estimated forfeitures, related to non-vested stock-based awards and purchase rights which will be recognized over a weighted average period of 2.24 years. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures."}
-{"_id": "ADBE20231542", "title": "ADBE Compensation Costs", "text": "ADOBE INC."}
-{"_id": "ADBE20231550", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "Total stock-based compensation costs included in our Consolidated Statements of Income for fiscal 2023, 2022 and 2021 were as follows: (in millions)######2023####2022####2021 ##Cost of revenue##$##115##$##97##$##70 ##Research and development####874####726####549 ##Sales and marketing####495####417####307 ##General and administrative####234####200####164 ##Total (1)##$##1,718##$##1,440##$##1,090"}
-{"_id": "ADBE20231552", "title": "ADBE _________________________________________", "text": "(1)During fiscal 2023, 2022 and 2021, we recorded tax benefits related to stock-based compensation costs of $299 million, $291 million and $395 million, respectively."}
-{"_id": "ADBE20231559", "title": "ADBE NOTE 13. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)", "text": "The components of accumulated other comprehensive income (loss) and activity, net of related taxes, for fiscal 2023 were as follows: (in millions)####December 2, 2022####Increase / Decrease####Reclassification Adjustments######December 1, 2023 Net unrealized gains / losses on available-for-sale securities##$##(41)##$##24##$##5##(1)##$##(12) Net unrealized gains / losses on derivative instruments designated as hedging instruments####17####(12)####(31)##(2)####(26) Cumulative foreign currency translation adjustments####(269)####22####\u2014######(247) Total accumulated other comprehensive income (loss), net of taxes##$##(293)##$##34##$##(26)####$##(285)"}
-{"_id": "ADBE20231561", "title": "ADBE _________________________________________", "text": "(1) Reclassification adjustments for gains / losses on available-for-sale securities are classified in other income (expense), net."}
-{"_id": "ADBE20231562", "title": "ADBE _________________________________________", "text": "(2)Reclassification adjustments for gains / losses on foreign currency hedges are classified in revenue or operating expenses, depending on the nature of the underlying transaction, and reclassification adjustments for gains / losses on Treasury lock hedges are classified in interest expense."}
-{"_id": "ADBE20231563", "title": "ADBE _________________________________________", "text": "Taxes related to each component of other comprehensive income (loss) were immaterial for the fiscal years presented."}
-{"_id": "ADBE20231565", "title": "ADBE NOTE 14. STOCK REPURCHASE PROGRAM", "text": "To facilitate our stock repurchase program, designed to return value to our stockholders and minimize dilution from stock issuances, we may repurchase our shares in the open market or enter into structured repurchase agreements with third parties. In December 2020, our Board of Directors granted authority to repurchase up to $15 billion in our common stock through the end of fiscal 2024."}
-{"_id": "ADBE20231566", "title": "ADBE NOTE 14. STOCK REPURCHASE PROGRAM", "text": "During fiscal 2023 and 2022, we entered into accelerated share repurchase agreements (\u201cASRs\u201d) with large financial institutions whereupon we provided them with prepayments of $1.4 billion and $2.4 billion, respectively. Under the terms of our ASRs, the financial institutions agree to deliver a portion of shares to us at contract inception and the remaining shares at settlement. The total number of shares delivered and average purchase price paid per share are determined upon settlement based on the Volume Weighted Average Price (\u201cVWAP\u201d) over the term of the ASR, less an agreed upon discount."}
-{"_id": "ADBE20231568", "title": "ADBE NOTE 14. STOCK REPURCHASE PROGRAM", "text": "During fiscal 2023, 2022 and 2021, we also entered into structured stock repurchase agreements with large financial institutions whereupon we provided them with prepayments totaling $3 billion, $4.15 billion and $3.95 billion, respectively. Under the terms of these structured stock repurchase agreements, the financial institutions agree to deliver shares to us at monthly intervals during the respective contract terms, and the number of shares delivered each month are determined based on the total notional amount of the contracts, the number of trading days in the intervals and the VWAP during the intervals, less an agreed upon discount."}
-{"_id": "ADBE20231569", "title": "ADBE NOTE 14. STOCK REPURCHASE PROGRAM", "text": "ADOBE INC."}
-{"_id": "ADBE20231571", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "During fiscal 2023, we repurchased a total of 11.5 million shares, including approximately 7.5 million shares at an average price of $429.65 through structured repurchase agreements, as well as 4.0 million shares at an average price of $348.46 through the ASR entered into during fiscal 2023. During fiscal 2022, we repurchased approximately 15.7 million shares, including approximately 10.4 million shares at an average price of $375.03 through structured repurchase agreements, as well as 5.3 million shares at an average price of $451.55 through the ASR entered into during fiscal 2022. During fiscal 2021, we repurchased approximately 7.2 million shares at an average price of $536.17 through structured repurchase agreements."}
-{"_id": "ADBE20231572", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "For fiscal 2023, 2022 and 2021, the prepayments were classified as treasury stock on our Consolidated Balance Sheets at the payment date, though only shares physically delivered to us by December 1, 2023, December 2, 2022 and December 3, 2021 were excluded from the computation of net income per share. As of December 1, 2023, $354 million of prepayment remained under our outstanding structured stock repurchase agreement."}
-{"_id": "ADBE20231573", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "Subsequent to December 1, 2023, as part of the December 2020 stock repurchase authority, we entered into an accelerated share repurchase agreement with a large financial institution whereupon we provided them with a prepayment of $2 billion and received an initial delivery of 2.5 million shares, which represents approximately 75% of our prepayment. Upon completion of the $2 billion accelerated share repurchase agreement, $150 million remains under our December 2020 authority."}
-{"_id": "ADBE20231575", "title": "ADBE NOTE 15. NET INCOME PER SHARE", "text": "Basic net income per share is computed using the weighted average number of common shares outstanding for the period, excluding unvested restricted stock units and performance awards. Diluted net income per share is based upon the weighted average common shares outstanding for the period plus dilutive potential common shares, including unvested restricted stock units, stock purchase rights and performance share awards using the treasury stock method. Performance share awards are included based on the number of shares that would be issued as if the end of the reporting period was the end of the performance period and the result was dilutive."}
-{"_id": "ADBE20231585", "title": "ADBE NOTE 15. NET INCOME PER SHARE", "text": "The following table sets forth the computation of basic and diluted net income per share for fiscal 2023, 2022 and 2021: (in millions, except per share data)####2023####2022####2021 Net income##$##5,428##$##4,756##$##4,822 Shares used to compute basic net income per share####457.1####469.5####477.3 Dilutive potential common shares from stock plans and programs####2.0####1.4####3.7 Shares used to compute diluted net income per share####459.1####470.9####481.0 Basic net income per share##$##11.87##$##10.13##$##10.10 Diluted net income per share##$##11.82##$##10.10##$##10.02 Anti-dilutive potential common shares####2.7####4.2####0.2"}
-{"_id": "ADBE20231586", "title": "ADBE NOTE 15. NET INCOME PER SHARE", "text": "ADOBE INC."}
-{"_id": "ADBE20231599", "title": "ADBE Unconditional Purchase Obligations", "text": "Our purchase obligations consist of agreements to purchase goods and services entered into in the ordinary course of business. The following table summarizes our non-cancellable unconditional purchase obligations for each of the next five years and thereafter as of December 1, 2023, primarily relating to contracts with vendors for third-party hosting and data center services: (in millions)#### Fiscal Year####Purchase Obligations 2024##$##1,202 2025####882 2026####884 2027####762 2028####789 Thereafter####411 Total##$##4,930"}
-{"_id": "ADBE20231600", "title": "ADBE Unconditional Purchase Obligations", "text": "Subsequent to December 1, 2023, we executed agreements associated with certain of our long-term supplier commitments that increased our minimum purchase obligations by $2.3 billion through December 2028."}
-{"_id": "ADBE20231602", "title": "ADBE Royalties", "text": "We have royalty commitments associated with the licensing of certain offerings and products. Royalty expense is generally based on a dollar amount per unit or a percentage of the underlying revenue. Royalty expense, which was recorded in our cost of revenue on our Consolidated Statements of Income, was approximately $246 million, $228 million and $202 million in fiscal 2023, 2022 and 2021, respectively."}
-{"_id": "ADBE20231604", "title": "ADBE Indemnifications", "text": "In the ordinary course of business, we provide indemnifications of varying scope to customers and channel partners against claims of intellectual property infringement made by third parties arising from the use of our products and from time to time, we are subject to claims by our customers under these indemnification provisions. Historically, costs related to these indemnification provisions have not been significant and we are unable to estimate the maximum potential impact of these indemnification provisions on our future results of operations."}
-{"_id": "ADBE20231605", "title": "ADBE Indemnifications", "text": "To the extent permitted under Delaware law, we have agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer or director is or was serving at our request in such capacity. The indemnification period covers all pertinent events and occurrences during the officer\u2019s or director\u2019s lifetime. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have director and officer insurance coverage that reduces our exposure and enables us to recover a portion of any future amounts paid. We believe the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal."}
-{"_id": "ADBE20231608", "title": "ADBE Legal Proceedings", "text": "We are subject to legal proceedings, claims, including claims relating to intellectual property, commercial, employment and other matters, and investigations, including government investigations, that arise in the ordinary course of our business. Some of these disputes, legal proceedings and investigations may include speculative claims for substantial or indeterminate amounts of damages. We consider all claims on a quarterly basis in accordance with GAAP and based on known facts assess whether potential losses are considered reasonably possible or probable and estimable. Based upon this assessment, we then evaluate disclosure requirements and whether to accrue for such claims in our financial statements. This determination is then reviewed and discussed with the Audit Committee of the Board of Directors."}
-{"_id": "ADBE20231609", "title": "ADBE Legal Proceedings", "text": "ADOBE INC."}
-{"_id": "ADBE20231611", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "We make a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. As of December 1, 2023, we accrued provisions for legal liabilities that were probable and estimable, which were not material to our financial statements. Unless otherwise specifically disclosed in this note, we have determined that no disclosure is required related to any claim against us because: (a) there is not a reasonable possibility that a loss exceeding amounts already recognized (if any) may be incurred with respect to such claim; (b) a reasonably possible loss or range of loss cannot be estimated; or (c) such estimate is immaterial."}
-{"_id": "ADBE20231612", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "All legal costs associated with litigation are expensed as incurred. Litigation is inherently unpredictable. However, we believe that we have valid defenses with respect to the legal matters pending against us. It is possible, nevertheless, that our consolidated financial position, results of operations or cash flows could be negatively affected by an unfavorable resolution of one or more of such proceedings, claims or investigations."}
-{"_id": "ADBE20231613", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "Since June 2022, we have been cooperating with the Federal Trade Commission (the \u201cFTC\u201d) staff in response to a Civil Investigative Demand seeking information regarding our disclosure and subscription cancellation practices relative to the Restore Online Shoppers\u2019 Confidence Act. In November 2023, the FTC staff asserted that they had the authority to enter into consent negotiations to determine if a settlement regarding their investigation of these issues could be reached. We are currently engaging in discussion with the FTC. The defense or resolution of this matter could involve significant monetary costs or penalties and have a significant impact on our financial results and operations. There can be no assurance that we will be successful in negotiating a favorable settlement or in litigation. Any remedies or compliance requirements could adversely affect our ability to operate our business or have a materially adverse impact on our financial results. At this stage, we are unable to estimate a reasonably possible financial loss or range of any potential financial loss, if any, as a result of this investigation."}
-{"_id": "ADBE20231614", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "On October 20, 2023, a securities class action captioned Pembroke Pines Firefighters & Police Officers Pension Fund et al v. Adobe, Inc. et al, Case No. 1:23-cv-09260, was filed in the U.S. District Court for the Southern District of New York (the \u201cSecurities Action\u201d) naming Adobe and certain of our current and former officers as defendants. The Securities Action purports to be brought on behalf of purchasers of the Company\u2019s stock between July 23, 2021 and September 15, 2022 (the \u201cClass Period\u201d), and alleges that certain public statements made by Adobe during the Class Period related to competition from Figma and the adequacy of Adobe\u2019s existing offerings to counter harms Adobe may have faced due to Figma\u2019s growing market position were materially false and misleading. The Securities Action seeks unspecified compensatory damages, attorneys\u2019 fees and costs, and extraordinary equitable and/or injunctive relief."}
-{"_id": "ADBE20231615", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "On November 16, 2023, a shareholder derivative action captioned Shah v. Narayen et al, Case No. 1:23-cv-01315, was filed in the U.S. District Court for the District of Delaware (the \u201cShah Action\u201d), purportedly on behalf of Adobe. On January 3, 2024, a second shareholder derivative action captioned Gervat v. Narayen et al, Case No. 1:24-cv-00006, was filed in the U.S. District Court for the District of Delaware (the \u201cGervat Action,\u201d and together with the Shah Action, the \u201cDerivative Actions\u201d), purportedly on behalf of Adobe. The Derivative Actions are based largely on the same alleged facts and circumstances as the Securities Action, and name certain of our current and former officers and members of our Board of Directors as defendants and Adobe as a nominal defendant. The Derivative Actions allege claims for breach of fiduciary duty, unjust enrichment, waste of corporate assets, and violations of Section 10(b) of the Securities Exchange Act of 1934 and seek recovery of unspecified damages and attorney\u2019s fees and costs, as well as disgorgement of profits and certain payments and benefits, in the case of the Gervat Action, and improvements to Adobe\u2019s corporate governance and internal procedures, in the case of the Shah Action, on behalf of Adobe."}
-{"_id": "ADBE20231616", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "We dispute the allegations of wrongdoing in the Securities Action and the Derivative Actions and intend to vigorously defend ourselves in these matters. In view of the complexity and ongoing and uncertain nature of the outstanding proceedings and inquiries, at this time we are unable to estimate a reasonably possible financial loss or range of financial loss, if any, that we may incur to resolve or settle the Securities Action and the Derivative Actions."}
-{"_id": "ADBE20231618", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "In connection with disputes relating to the validity or alleged infringement of third-party intellectual property rights, including patent rights, we have been, are currently and may in the future be subject to claims, negotiations or complex, protracted litigation. Intellectual property disputes and litigation may be very costly and can be disruptive to our business operations by diverting the attention and energies of management and key technical personnel. Although we have successfully"}
-{"_id": "ADBE20231619", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "ADOBE INC."}
-{"_id": "ADBE20231621", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "defended or resolved past litigation and disputes, we may not prevail in any ongoing or future litigation and disputes. Third-party intellectual property disputes could subject us to significant liabilities, require us to enter into royalty and licensing arrangements on unfavorable terms, prevent us from licensing certain of our products or offering certain of our services, subject us to injunctions restricting our sale of products or services, cause severe disruptions to our operations or the markets in which we compete, or require us to satisfy indemnification commitments with our customers including contractual provisions under various license arrangements and service agreements."}
-{"_id": "ADBE20231634", "title": "ADBE NOTE 17. DEBT", "text": "The carrying value of our borrowings as of December 1, 2023 and December 2, 2022 were as follows: (dollars in millions)##Issuance Date####Due Date##Effective Interest Rate####2023####2022 1.70% 2023 Notes##February 2020####February 2023##1.92%##$##\u2014##$##500 1.90% 2025 Notes##February 2020####February 2025##2.07%####500####500 3.25% 2025 Notes##January 2015####February 2025##3.67%####1,000####1,000 2.15% 2027 Notes##February 2020####February 2027##2.26%####850####850 2.30% 2030 Notes##February 2020####February 2030##2.69%####1,300####1,300 ####Total debt outstanding, at par######$##3,650##$##4,150 ####Less: Current portion of debt, at par########\u2014####(500) ####Unamortized discount and debt issuance costs########(16)####(21) ####Carrying value of long-term debt######$##3,634##$##3,629 ####Carrying value of current debt, net of unamortized discount and debt issuance costs######$##\u2014##$##500"}
-{"_id": "ADBE20231636", "title": "ADBE Senior Notes", "text": "In January 2015, we issued $1 billion of senior notes due February 1, 2025. The related discount and issuance costs are amortized to interest expense over the term of the notes using the effective interest method. Interest is payable semi-annually, in arrears, on February 1 and August 1."}
-{"_id": "ADBE20231637", "title": "ADBE Senior Notes", "text": "In February 2020, we issued $500 million of senior notes due February 1, 2023, $500 million of senior notes due February 1, 2025, $850 million of senior notes due February 1, 2027 and $1.30 billion of senior notes due February 1, 2030. Our total proceeds of approximately $3.14 billion, net of issuance discount, were used for general corporate purposes including repayment of debt instruments due in fiscal 2020. The related discount and issuance costs are amortized to interest expense over the respective terms of the notes using the effective interest method. Interest is payable semi-annually, in arrears, on February 1 and August 1."}
-{"_id": "ADBE20231638", "title": "ADBE Senior Notes", "text": "During the first quarter of fiscal 2023, the $500 million of senior notes due February 1, 2023 became due and were repaid."}
-{"_id": "ADBE20231639", "title": "ADBE Senior Notes", "text": "Our senior notes rank equally with our other unsecured and unsubordinated indebtedness. We may redeem the notes at any time, subject to a make-whole premium. In addition, upon the occurrence of certain change of control triggering events, we may be required to repurchase the notes, at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase. The notes do not contain financial covenants but include covenants that limit our ability to grant liens on assets and to enter into sale and leaseback transactions, subject to significant allowances."}
-{"_id": "ADBE20231642", "title": "ADBE Term Loan Credit Agreement", "text": "In January 2023, we entered into a delayed draw term loan credit agreement (the \u201cTerm Loan Credit Agreement\u201d), providing for a senior unsecured term loan (the \u201cTerm Loan\u201d) of up to $3.5 billion for the purpose of partially funding the purchase price for our intended acquisition of Figma and the related fees and expenses incurred in connection with the acquisition. The Term Loan was available for funding in a single drawing upon the closing of the Figma acquisition at any time"}
-{"_id": "ADBE20231643", "title": "ADBE Term Loan Credit Agreement", "text": "ADOBE INC."}
-{"_id": "ADBE20231645", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "prior to March 15, 2024. The Term Loan would mature two years following the initial funding date and required no scheduled principal amortization payments prior to maturity. The Term Loan could be prepaid and terminated at our election at any time without premium or penalty. At our election, the Term Loan would bear interest at either (i) term Secured Overnight Financing Rate (\u201cSOFR\u201d), plus a margin, (ii) adjusted daily SOFR, plus a margin, or (iii) base rate, plus a margin. Base rate is defined as the highest of (a) the federal funds rate plus 0.50%, (b) the agent\u2019s prime rate, or (c) term SOFR plus 1.00%. The margin for term SOFR and adjusted daily SOFR loans was based on our debt ratings, and ranges from 0.750% to 1.250%. The margin for base rate loans was based on our debt ratings, and ranged from 0.000% to 0.250%. In addition, commitment fees determined according to our debt ratings were payable quarterly in an amount ranging from 0.040% to 0.100% per annum until the funding of the Term Loan."}
-{"_id": "ADBE20231646", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "The Term Loan Credit Agreement contained customary representations, warranties, affirmative and negative covenants, events of default and indemnification provisions in favor of the lenders similar to those contained in the Revolving Credit Agreement. As of December 1, 2023, there were no outstanding borrowings under the Term Loan."}
-{"_id": "ADBE20231647", "title": "ADBE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)", "text": "Subsequent to December 1, 2023, we entered into a mutual termination agreement with Figma to terminate the previously announced merger agreement. Consequently, the Term Loan Credit Agreement was terminated. See Note 3 of our Notes to Consolidated Financial Statements for further information regarding the Figma transaction."}
-{"_id": "ADBE20231649", "title": "ADBE Revolving Credit Agreement", "text": "In June 2022, we entered into a credit agreement (\u201cRevolving Credit Agreement\u201d), providing for a five-year $1.5 billion senior unsecured revolving credit facility, which replaced our previous five-year $1 billion senior unsecured revolving credit agreement entered into in October 2018 (the \u201cPrior Revolving Credit Agreement\u201d). The Revolving Credit Agreement provides for loans to Adobe and certain of its subsidiaries that may be designated from time to time as additional borrowers. Pursuant to the terms of the Revolving Credit Agreement, we may, subject to the agreement of lenders to provide additional commitments, obtain up to an additional $500 million in commitments, for a maximum aggregate commitment of $2 billion. At our election, loans under the Revolving Credit Agreement will bear interest at either (i) term SOFR, plus a margin, (ii) adjusted daily SOFR, plus a margin, (iii) alternative currency rate, plus a margin, or (iv) base rate, which is defined as the highest of (a) the federal funds rate plus 0.50%, (b) the agent\u2019s prime rate, or (c) term SOFR plus 1.00%. The margin for term SOFR, adjusted daily SOFR and alternative currency rate loans is based on our debt ratings, and ranges from 0.460% to 0.900%. In addition, facility fees determined according to our debt ratings are payable on the aggregate commitments, regardless of usage, quarterly in an amount ranging from 0.040% to 0.100% per annum. We are permitted to permanently reduce the aggregate commitment under the Revolving Credit Agreement at any time. Subject to certain conditions stated in the Revolving Credit Agreement, Adobe and any of its subsidiaries designated as additional borrowers may borrow, prepay and re-borrow amounts at any time during the term of the Revolving Credit Agreement."}
-{"_id": "ADBE20231650", "title": "ADBE Revolving Credit Agreement", "text": "The Revolving Credit Agreement contains customary representations, warranties, affirmative and negative covenants, including events of default and indemnification provisions in favor of the lenders. The negative covenants include restrictions regarding the incurrence of liens and indebtedness, certain merger transactions, dispositions and other matters, all subject to certain exceptions."}
-{"_id": "ADBE20231651", "title": "ADBE Revolving Credit Agreement", "text": "The facility will terminate and all amounts owing thereunder will be due and payable on the maturity date unless (a) the commitments are terminated earlier upon the occurrence of certain events, including an event of default, or (b) the maturity date is further extended upon our request, subject to the agreement of the lenders."}
-{"_id": "ADBE20231652", "title": "ADBE Revolving Credit Agreement", "text": "As of December 1, 2023, there were no outstanding borrowings under this Revolving Credit Agreement."}
-{"_id": "ADBE20231655", "title": "ADBE Commercial Paper Program", "text": "In September 2023, we established a commercial paper program under which we may issue unsecured commercial paper up to a total of $3 billion outstanding at any time, with maturities of up to 397 days from the date of issue. The net proceeds from the issuance of commercial paper are expected to be used for general corporate purposes, which may include working capital, capital expenditures, acquisitions, stock repurchases, refinancing indebtedness or any other general corporate purposes. As of December 1, 2023, there were no outstanding borrowings under the commercial paper program."}
-{"_id": "ADBE20231656", "title": "ADBE Commercial Paper Program", "text": "ADOBE INC."}
-{"_id": "ADBE20231659", "title": "ADBE NOTE 18. LEASES", "text": "We lease certain facilities and data centers under non-cancellable operating lease arrangements that expire at various dates through 2032. We also have one land lease that expires in 2091. Our lease agreements do not contain any material residual value guarantees, material variable payment provisions or material restrictive covenants."}
-{"_id": "ADBE20231660", "title": "ADBE NOTE 18. LEASES", "text": "Operating lease expense was $117 million, $121 million and $119 million for fiscal 2023, 2022 and 2021, respectively. We recognized operating lease expense in cost of revenue and operating expenses in our Consolidated Statements of Income. Our operating lease expense includes variable lease costs and is net of sublease income, both of which are not material."}
-{"_id": "ADBE20231664", "title": "ADBE NOTE 18. LEASES", "text": "Supplemental cash flow information for fiscal 2023, 2022 and 2021 related to operating leases was as follows: (in millions)######2023####2022####2021 ##Cash paid for amounts included in the measurement of operating lease liabilities##$##97##$##107##$##116 ##Right-of-use assets obtained in exchange for operating lease liabilities##$##32##$##59##$##60"}
-{"_id": "ADBE20231665", "title": "ADBE NOTE 18. LEASES", "text": "The weighted-average remaining lease term and weighted-average discount rate for our operating lease liabilities as of December 1, 2023 were 6 years and 2.50%, respectively."}
-{"_id": "ADBE20231677", "title": "ADBE NOTE 18. LEASES", "text": "As of December 1, 2023, the maturities of lease liabilities under operating leases were as follows: (in millions)###### ##Fiscal Year####Operating Leases (1) ##2024##$##83 ##2025####80 ##2026####74 ##2027####74 ##2028####62 ##Thereafter####111 ##Total lease liabilities##$##484 ##Less: Imputed interest####38 ##Present value of lease liabilities##$##446"}
-{"_id": "ADBE20231680", "title": "ADBE _________________________________________", "text": "(1) Legally binding minimum lease payments for leases signed but not yet commenced as of December 1, 2023 were not material."}
-{"_id": "ADBE20231681", "title": "ADBE _________________________________________", "text": "ADOBE INC."}
-{"_id": "ADBE20231699", "title": "ADBE NOTE 19. NON-OPERATING INCOME (EXPENSE)", "text": "Non-operating income (expense) for fiscal 2023, 2022 and 2021 included the following: (in millions)####2023####2022####2021 Interest expense##$##(113)##$##(112)##$##(113) Investment gains (losses), net:############ Realized investment gains##$##6##$##11##$##9 Realized investment losses####\u2014####(1)####\u2014 Unrealized investment gains (losses), net####10####(29)####7 Investment gains (losses), net##$##16##$##(19)##$##16 Other income (expense), net:############ Interest income##$##269##$##61##$##17 Foreign exchange gains (losses)####(17)####(21)####(17) Realized losses on fixed income investments####(7)####\u2014####\u2014 Other####1####1####\u2014 Other income (expense), net##$##246##$##41##$##\u2014 Non-operating income (expense), net##$##149##$##(90)##$##(97)"}
-{"_id": "ADBE20231702", "title": "ADBE To the Stockholders and Board of Directors", "text": "Adobe Inc.:"}
-{"_id": "ADBE20231703", "title": "ADBE To the Stockholders and Board of Directors", "text": "Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting"}
-{"_id": "ADBE20231704", "title": "ADBE To the Stockholders and Board of Directors", "text": "We have audited the accompanying consolidated balance sheets of Adobe Inc. and subsidiaries (the Company) as of December 1, 2023 and December 2, 2022, the related consolidated statements of income, comprehensive income, stockholders\u2019 equity, and cash flows for each of the fiscal years in the three fiscal year period ended December 1, 2023, and the related notes (collectively, the consolidated financial statements). We also have audited the Company\u2019s internal control over financial reporting as of December 1, 2023, based on criteria established in Internal Control \u2013 Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission."}
-{"_id": "ADBE20231705", "title": "ADBE To the Stockholders and Board of Directors", "text": "In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 1, 2023 and December 2, 2022, and the results of its operations and its cash flows for each of the fiscal years in the three fiscal year period ended December 1, 2023, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 1, 2023 based on criteria established in Internal Control \u2013 Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission."}
-{"_id": "ADBE20231707", "title": "ADBE Basis for Opinions", "text": "The Company\u2019s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management\u2019s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements and an opinion on the Company\u2019s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "ADBE20231708", "title": "ADBE Basis for Opinions", "text": "We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects."}
-{"_id": "ADBE20231709", "title": "ADBE Basis for Opinions", "text": "Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions."}
-{"_id": "ADBE20231712", "title": "ADBE Definition and Limitations of Internal Control Over Financial Reporting", "text": "A company\u2019s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company\u2019s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company\u2019s assets that could have a material effect on the financial statements."}
-{"_id": "ADBE20231713", "title": "ADBE Definition and Limitations of Internal Control Over Financial Reporting", "text": "Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate."}
-{"_id": "ADBE20231715", "title": "ADBE Critical Audit Matter", "text": "The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates."}
-{"_id": "ADBE20231717", "title": "ADBE Performance obligations in cloud-enabled software subscriptions", "text": "As discussed in Note 1 to the consolidated financial statements, cloud-enabled services are highly integrated and interrelated with on-premise or on-device software licenses in the Company\u2019s Creative Cloud and Document Cloud subscription offerings. Because of this, the cloud-based services and the on-premise/on-device software licenses are not considered distinct from each other and the applicable subscription is accounted for as a single performance obligation."}
-{"_id": "ADBE20231718", "title": "ADBE Performance obligations in cloud-enabled software subscriptions", "text": "We identified the assessment of performance obligations in these cloud-enabled software subscription offerings as a critical audit matter. A high degree of subjective auditor judgment was required to assess the nature of the Company\u2019s Creative Cloud and Document Cloud offerings, their intended benefit to customers as an integrated offering, and the level of integration that exists between the cloud-enabled services and the on-premise/on-device licenses."}
-{"_id": "ADBE20231719", "title": "ADBE Performance obligations in cloud-enabled software subscriptions", "text": "The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of an internal control related to the assessment of distinct performance obligations. We read the Creative Cloud and Document Cloud subscription offering agreements to understand the contractual terms and conditions. We participated in product demonstrations and performed interviews with the Company\u2019s product and engineering department to both understand and observe specific functionalities of the integrated offering and evaluate the nature of the promise made to the Company\u2019s Creative Cloud and Document Cloud customers. We evaluated the features and functionalities of the Creative Cloud and Document Cloud subscription that can be accessed only when using the on-premise/on-device software while connected to the Adobe cloud to assess that customers receive the intended benefit from each solution only as an integrated offering."}
-{"_id": "ADBE20231721", "title": "ADBE /s/ KPMG LLP", "text": "We have served as the Company\u2019s auditor since 1983."}
-{"_id": "ADBE20231725", "title": "ADBE January 16, 2024", "text": "CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE"}
-{"_id": "ADBE20231726", "title": "ADBE January 16, 2024", "text": "None."}
-{"_id": "ADBE20231729", "title": "ADBE Disclosure Controls and Procedures", "text": "Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of December 1, 2023. Based on their evaluation as of December 1, 2023, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were effective at the reasonable assurance level to ensure that the information required to be disclosed by us in this Annual Report on Form 10-K was (i) recorded, processed, summarized and reported within the time periods specified in the SEC\u2019s rules and regulations and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure."}
-{"_id": "ADBE20231730", "title": "ADBE Disclosure Controls and Procedures", "text": "Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Adobe have been detected."}
-{"_id": "ADBE20231732", "title": "ADBE Management\u2019s Annual Report on Internal Control over Financial Reporting", "text": "Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our management assessed the effectiveness of our internal control over financial reporting as of December 1, 2023. In making this assessment, our management used the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our management has concluded that, as of December 1, 2023, our internal control over financial reporting is effective based on these criteria."}
-{"_id": "ADBE20231733", "title": "ADBE Management\u2019s Annual Report on Internal Control over Financial Reporting", "text": "KPMG LLP, the independent registered public accounting firm that audited our financial statements included in this Annual Report on Form 10-K, has issued an attestation report on our internal control over financial reporting, which is included herein."}
-{"_id": "ADBE20231735", "title": "ADBE Changes in Internal Control over Financial Reporting", "text": "There were no changes in our internal control over financial reporting during the quarter ended December 1, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting."}
-{"_id": "ADBE20231737", "title": "ADBE OTHER INFORMATION", "text": "None."}
-{"_id": "ADBE20231740", "title": "ADBE DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS", "text": "Not applicable."}
-{"_id": "ADBE20231742", "title": "ADBE DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE", "text": "The information required by this Item 10 of Form 10-K that is found in our 2024 Proxy Statement to be filed with the SEC in connection with the solicitation of proxies for the Company\u2019s 2024 Annual Meeting of Stockholders (\u201c2024 Proxy Statement\u201d) is incorporated herein by reference to our 2024 Proxy Statement. The 2024 Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year to which this report relates. For information with respect to our executive officers, see the section titled \u201cExecutive Officers\u201d in Part I, Item 1 of this report."}
-{"_id": "ADBE20231744", "title": "ADBE EXECUTIVE COMPENSATION", "text": "The information required by this Item 11 of Form 10-K is incorporated herein by reference to our 2024 Proxy Statement."}
-{"_id": "ADBE20231745", "title": "ADBE EXECUTIVE COMPENSATION", "text": "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS"}
-{"_id": "ADBE20231746", "title": "ADBE EXECUTIVE COMPENSATION", "text": "The information required by this Item 12 of Form 10-K is incorporated herein by reference to our 2024 Proxy Statement."}
-{"_id": "ADBE20231748", "title": "ADBE CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE", "text": "The information required by this Item 13 of Form 10-K is incorporated herein by reference to our 2024 Proxy Statement."}
-{"_id": "ADBE20231751", "title": "ADBE PRINCIPAL ACCOUNTANT FEES AND SERVICES", "text": "The information required by this Item 14 of Form 10-K is incorporated herein by reference to our 2024 Proxy Statement."}
-{"_id": "ADBE20231813", "title": "ADBE EXHIBITS, FINANCIAL STATEMENT SCHEDULES", "text": "1. Financial Statements. See Index to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K. ######Incorporated by Reference###### Exhibit Number##Exhibit Description##Form##Filing Date##Exhibit Number##SEC File No.##Filed Herewith 2.1##Agreement and Plan of Merger, dated as of September 15, 2022, by and among Adobe Inc., Figma, Inc., Saratoga Merger Sub I, Inc., Saratoga Merger Sub II, LLC and Fortis Advisors LLC##8-K##9/15/22##2.1##000-15175## 3.1##Restated Certificate of Incorporation of Adobe##8-K##4/26/11##3.3##000-15175## 3.2##Certificate of Amendment to Restated Certificate of Adobe##8-K##10/9/18##3.1##000-15175## 3.3##Amended and Restated Bylaws##8-K##1/18/22##3.1##000-15175## 4.1##Specimen Common Stock Certificate##10-K##1/25/19##4.1##000-15175## 4.2##Form of Indenture dated as of January 25, 2010 by and between Adobe and Wells Fargo Bank, National Association, as trustee##S-3##2/26/16##4.1##333-209764## 4.3##Forms of Global Note for Adobe Inc.\u2019s 1.700% Notes due 2023, 1.900% Notes due 2025, 2.150% Notes due 2027, and 2.300% Notes due 2030, together with an Officer\u2019s Certificate setting forth the terms of the Notes##8-K##2/3/20##4.1##000-15175## 4.4##Form of Global Note for Adobe\u2019s 3.250% Notes due 2025, together with Form of Officer\u2019s Certificate setting forth the terms of the Note##8-K##1/26/15##4.1##000-15175## 4.5##Description of Adobe\u2019s Common Stock##########X 10.1##2020 Employee Stock Purchase Plan, as amended*##10-K##1/15/21##10.1##000-15175## 10.2A##2003 Equity Incentive Plan, as amended*##8-K##4/13/18##10.2##000-15175## 10.2B##Form of RSU Grant Notice and Award Agreement pursuant to 2003 Equity Incentive Plan*##8-K##1/26/18##10.6##000-15175## 10.2C##Form of Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2003 Equity Incentive Plan*##8-K##1/28/19##10.5##000-15175## 10.3A##2019 Equity Incentive Plan, as amended*##8-K##4/24/23##10.1##000-15175## 10.3B##2021 Performance Share Program pursuant to the 2019 Equity Incentive Plan*##8-K##1/27/21##10.2##000-15175## 10.3C##Form of 2021 Performance Share Award Grant Notice and Award Agreement pursuant to 2021 Performance Share Program and 2019 Equity Incentive Plan*##8-K##1/27/21##10.3##000-15175## 10.3D##2022 Performance Share Program pursuant to the 2019 Equity Incentive Plan*##8-K##1/27/22##10.2##000-15175## 10.3E##2022 Performance Share Program pursuant to 2019 Equity Incentive Plan, as amended and restated*##8-K##1/26/23##10.4##000-15175## ######Incorporated by Reference###### Exhibit Number##Exhibit Description##Form##Filing Date##Exhibit Number##SEC File No.##Filed Herewith 10.3F##Form of 2022 Performance Share Award Grant Notice and Award Agreement pursuant to 2022 Performance Share Program and 2019 Equity Incentive Plan*##8-K##1/27/22##10.3##000-15175## 10.3G##Form of Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan (for awards granted prior to January 15, 2021)*##10-Q##6/26/19##10.35B##000-15175## 10.3H##2023 Performance Share Program pursuant to 2019 Equity Incentive Plan*##8-K##1/26/23##10.2##000-15175## 10.3I##Form of 2023 Performance Share Award Grant Notice and Award Agreement pursuant to 2023 Performance Share Program and 2019 Equity Incentive Plan*##8-K##1/26/23##10.3##000-15175## 10.3J##Form of Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan (for awards granted on or after January 15, 2021)*##10-K##1/15/21##10.3E##000-15175## 10.3K##Form of Non-Employee Director Grant Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan*##10-Q##3/29/23##10.7##000-15175## 10.3L##Form of Restricted Stock Unit Grant Notice and Award Agreement pursuant to 2019 Equity Incentive Plan (for awards granted on or after January 24, 2023)*##10-Q##3/29/23##10.6##000-15175## 10.4##Retention Agreement between Adobe and Shantanu Narayen, effective December 5, 2014*##8-K##12/11/14##10.2##000-15175## 10.5##Form of Indemnity Agreement*##########X 10.6A##Adobe Deferred Compensation Plan, as Amended and Restated*##10-K##1/20/15##10.19##000-15175## 10.6B##Amendment No. One to Adobe Deferred Compensation Plan*##10-K##1/21/20##10.6B##000-15175## 10.7##Credit Agreement, dated as of June 30, 2022, among the Company, certain subsidiaries of the Company party thereto, Bank of America, N.A. as Administrative Agent and the other lenders party thereto##8-K##7/1/22##10.1##000-15175## 10.8##Adobe Inc. 2023 Executive Severance Plan in the Event of a Change of Control*##8-K##12/13/23##10.1##000-15175## 10.9##2023 Executive Annual Incentive Plan*##8-K##1/26/23##10.5##000-15175## 10.10##2023 and 2024 Non-Employee Director Compensation Policy*##10-K##1/17/23##10.11##000-15175## 10.11##Voting and Support Agreement, dated as of September 15, 2022, by and among Adobe Inc. and the Key Stockholders party thereto##8-K##9/15/22##10.1##000-15175## 10.12##Term Loan Credit Agreement, dated as of January 19, 2023, among the Company, Bank of America, N.A., as administrative agent, and the other lenders party thereto.##8-K##1/19/23##10.1##000-15175## ######Incorporated by Reference###### Exhibit Number##Exhibit Description##Form##Filing Date##Exhibit Number##SEC File No.##Filed Herewith 10.13##Form of Commercial Paper Dealer Agreement between the Company, as issuer, and the applicable Dealer party thereto.##8-K##9/14/23##10.1##000-15175## 10.14##Termination Agreement, dated as of December 17, 2023, by and among Adobe Inc., Saratoga Merger Sub I, Inc., Saratoga Merger Sub II, LLC and Figma, Inc.##8-K##12/18/23##10.1##000-15175## 21##Subsidiaries of the Registrant##########X 23.1##Consent of Independent Registered Public Accounting Firm, KPMG LLP##########X 24.1##Power of Attorney (set forth on the signature page to this Annual Report on Form 10-K)##########X 31.1##Certification of Chief Executive Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934##########X 31.2##Certification of Chief Financial Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934##########X 32.1##Certification of Chief Executive Officer, as required by Rule 13a-14(b) of the Securities Exchange Act of 1934\u2020##########X 32.2##Certification of Chief Financial Officer, as required by Rule 13a-14(b) of the Securities Exchange Act of 1934\u2020##########X 97##Adobe Inc. Incentive Compensation Recovery Policy##########X 101.INS##Inline XBRL Instance - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.##########X 101.SCH##Inline XBRL Taxonomy Extension Schema##########X 101.CAL##Inline XBRL Taxonomy Extension Calculation##########X 101.LAB##Inline XBRL Taxonomy Extension Labels##########X 101.PRE##Inline XBRL Taxonomy Extension Presentation##########X 101.DEF##Inline XBRL Taxonomy Extension Definition##########X 104##Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)##########"}
-{"_id": "ADBE20231815", "title": "ADBE ___________________________", "text": "* Management contract or compensatory plan or arrangement."}
-{"_id": "ADBE20231816", "title": "ADBE ___________________________", "text": "\u2020 The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Adobe Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing."}
-{"_id": "ADBE20231819", "title": "ADBE FORM 10-K SUMMARY", "text": "None."}
-{"_id": "ADBE20231828", "title": "ADBE SIGNATURES", "text": "Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ##ADOBE INC.## By:####/s/ DANIEL DURN ####Daniel Durn ####Chief Financial Officer and ####Executive Vice President, Finance, ####Technology Services and Operations ####(Principal Financial Officer)"}
-{"_id": "ADBE20231831", "title": "ADBE POWER OF ATTORNEY", "text": "KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Shantanu Narayen and Daniel Durn, and each or any one of them, his or her lawful attorneys-in-fact and agents, for such person in any and all capacities, to sign any and all amendments to this report and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact and agent, or substitute or substitutes, may do or cause to be done by virtue hereof."}
-{"_id": "ADBE20231864", "title": "ADBE POWER OF ATTORNEY", "text": "Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature##Title##Date /s/ SHANTANU NARAYEN####January 16, 2024 Shantanu Narayen##Chair of the Board of Directors and  Chief Executive Officer (Principal Executive Officer)## /s/ DANIEL DURN####January 16, 2024 Daniel Durn##Chief Financial Officer and  Executive Vice President, Finance,  Technology Services and Operations (Principal Financial Officer)## /s/ MARK GARFIELD####January 16, 2024 Mark Garfield##Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)## /s/ FRANK CALDERONI####January 16, 2024 Frank Calderoni##Director## /s/ CRISTIANO AMON####January 16, 2024 Cristiano Amon##Director## Signature##Title##Date /s/ AMY BANSE####January 16, 2024 Amy Banse##Director## /s/ BRETT BIGGS####January 16, 2024 Brett Biggs##Director## /s/ MELANIE BOULDEN####January 16, 2024 Melanie Boulden##Director## /s/ LAURA DESMOND####January 16, 2024 Laura Desmond##Director## /s/ SPENCER NEUMANN####January 16, 2024 Spencer Neumann##Director## /s/ KATHLEEN OBERG####January 16, 2024 Kathleen Oberg##Director## /s/ DHEERAJ PANDEY####January 16, 2024 Dheeraj Pandey##Director## /s/ DAVID RICKS####January 16, 2024 David Ricks##Director## /s/ DAN ROSENSWEIG####January 16, 2024 Dan Rosensweig##Director##"}
-{"_id": "ADBE20231907", "title": "ADBE SUMMARY OF TRADEMARKS", "text": "The following trademarks of Adobe Inc. or its subsidiaries, which may be registered in the United States and/or other countries, are referenced in this Form 10-K: Acrobat Acrobat Reader Acrobat Sign Adobe Adobe Audition Adobe Campaign Adobe Commerce Adobe Experience Cloud Adobe Express Adobe Firefly Adobe Fonts Adobe Fresco Adobe Premiere Adobe Scan Adobe Sensei Adobe Stock Adobe Target After Effects Behance Camera to Cloud Creative Cloud Document Cloud Frame.io Illustrator InCopy InDesign Journey Optimizer Lightroom Marketo Engage Photoshop PostScript Premiere Pro Reader Sensei Substance 3D Substance 3D Designer Substance 3D Modeler Substance 3D Painter Substance 3D Sampler Substance 3D Stager Workfront"}
-{"_id": "CPNG20230004", "title": "CPNG The Company", "text": "We have created and continue to build a next generation experience for retail. By investing for the long term with a fanatical culture of customer centricity, we believe we are delivering a superior customer experience at a lower cost as we continue to redefine retail standards worldwide. Our efforts have centered on building an end-to-end integrated system of technology and infrastructure, and most importantly, an innovation-focused culture driven to raise our customers\u2019 expectations and lead them to wonder \u201cHow did I ever live without Coupang?\u201d"}
-{"_id": "CPNG20230009", "title": "CPNG Our Customer Experience", "text": "We are committed to delivering a \u201cwow\u201d experience to all of our customers every day. This commitment drives every aspect of our operations and pushes us to redefine the standards of the retail experience. We reimagined the retail customer experience with our Rocket Delivery service in Korea: \u2022Dawn and Same-Day Delivery. Orders are delivered within hours via Dawn Delivery (ordered as late as midnight, arrive before 7am) or Same-Day Delivery (ordered in the morning, arrive same-day). \u2022Next-Day Delivery. Customers are eligible for free, one-day delivery nationwide 365 days a year. \u2022Frictionless Returns. Our customers simply tap a button on the app and leave the item outside their door for pickup. Refunds are initiated the moment the item is picked up at the door."}
-{"_id": "CPNG20230010", "title": "CPNG Our Customer Experience", "text": "In addition to Rocket Delivery available across Korea, our Rocket WOW membership program allows members to enjoy unlimited free shipping with no minimum spend, free unlimited returns for 30 days, delivery of groceries via Rocket Fresh, discounts on restaurant orders via Coupang Eats, and content streaming on Coupang Play. We believe the success of these offerings demonstrates the power of our network to extend offerings to our loyal customers."}
-{"_id": "CPNG20230011", "title": "CPNG Our Customer Experience", "text": "In January 2024 we acquired the business and assets of Farfetch, a leading global marketplace for the luxury fashion industry which connects customers with some of the world\u2019s best boutiques and brands."}
-{"_id": "CPNG20230013", "title": "CPNG Our Merchant Experience", "text": "Small and medium-sized enterprises (SMEs) on Coupang form an essential part of our business, and we strive to be a growth driver for these companies through our win-win model. Over 75% of Coupang merchants are SMEs, which can leverage our nationwide fulfillment and logistics infrastructure to connect with millions of customers. We\u2019ve supported these SMEs, helping them in everything from marketing and logistics to customer service. We also continue to develop new ways for SMEs to unlock growth through Coupang, such as Coupang Private Label Brands, through which we work mostly with SMEs to develop and market high-quality products for customers marketed under our private label brand, at affordable prices. We also launched Rocket Overseas to customers in Taiwan, empowering SME partners to unlock even more growth through sales to customers outside of Korea, at no additional effort or cost on their part."}
-{"_id": "CPNG20230014", "title": "CPNG Our Merchant Experience", "text": "We offer merchants of all sizes the opportunity to sell on Coupang and provide effective solutions to improve their customer experiences and enhance demand generation. Our fulfillment & logistics by Coupang (\u201cFLC\u201d) offering empowers merchants by offering them our fulfillment, logistics, delivery, and customer service network services."}
-{"_id": "CPNG20230016", "title": "CPNG Advertising", "text": "We also have offerings for our suppliers and merchants to advertise on our websites and mobile applications."}
-{"_id": "CPNG20230019", "title": "CPNG Our Competition", "text": "We compete with: (1) offline, online, and omnichannel retailers, suppliers, distributors, manufacturers, and producers of the products we offer and sell to consumers and businesses; (2) web search engines, comparison shopping websites, social networks, web portals, and other online and app-based means of discovering, using, or acquiring goods and services, either directly or in collaboration with other retailers; (3) companies that provide retail merchant services; (4) companies that sell grocery products online and offline; (5) on-demand food delivery services; (6) companies that provide fulfillment and logistics services for themselves or for third parties; (7) companies that provide online advertising products and services; (8) on-demand streaming entertainment services; and (9) financial services companies, including credit card issuers and payment platforms. Coupang, Inc.##2023 Form 10-K##4"}
-{"_id": "CPNG20230021", "title": "CPNG Seasonality", "text": "Our overall operating results may fluctuate from quarter to quarter as a result of a variety of factors, including seasonal factors, economic cycles that influence consumer spend, and our ability to attract and retain new customers."}
-{"_id": "CPNG20230023", "title": "CPNG Human Capital", "text": "Our global team of employees is the driving force in creating a one-of-a-kind experience for millions of customers. In the same way our employees aim to go above and beyond for our customers, we aim to go above and beyond for them. As one of the largest private sector employers in South Korea, we directly employ approximately 78,000 employees as of December 31, 2023. We believe our direct employment model, along with competitive wages, training and safety programs, and a broad range of comprehensive benefits, empowers our diverse set of employees to deliver the \u201cwow\u201d experiences for our customers we strive to create every day."}
-{"_id": "CPNG20230024", "title": "CPNG Human Capital", "text": "Most of our employees are frontline workers in our fulfillment and logistics operations, and we make their health, safety, and wellness a top priority. We've made significant investments in health and safety initiatives that helped strengthen our leading safety record, which is one of the best in the Korean logistics industry and globally1. These investments include Coupang Care, the first paid health promotion program of its kind at scale for logistics workers in Korea. We believe the well-being of our employees is directly tied to the success of our business, and most importantly, our impact on our customers."}
-{"_id": "CPNG20230026", "title": "CPNG Intellectual Property", "text": "We rely on a combination of patents, trademarks, copyrights, trade secrets, license agreements, confidentiality procedures, non-disclosure agreements, employee non-disclosure and invention assignment agreements, and other legal and contractual rights to establish and protect our proprietary rights."}
-{"_id": "CPNG20230027", "title": "CPNG Intellectual Property", "text": "We have trademark rights in our name and other brand indicia and have trademark registrations for select marks in Korea, the United States, Taiwan and other jurisdictions around the world. We also have registered domain names for websites that we use in our business, such as www.aboutcoupang.com and similar variations."}
-{"_id": "CPNG20230028", "title": "CPNG Intellectual Property", "text": "We control access to and use of our proprietary technology and other confidential information through the use of internal and external controls, including technical and administrative security controls and contractual protections with employees, contractors, customers, and partners. It is our practice to enter into confidentiality and invention assignment agreements (or similar agreements) with our employees, consultants, and contractors involved in the development of intellectual property on our behalf. We also enter into confidentiality agreements with other third parties in order to limit access to, and disclosure and use of, our confidential information and proprietary information. We further control the use of our proprietary technology and intellectual property through provisions in our terms of service."}
-{"_id": "CPNG20230029", "title": "CPNG Intellectual Property", "text": "Our design logos, \u201cCoupang,\u201d and our other registered or common law trademarks, service marks, or trade names appearing in this Form 10-K are our property or our affiliates\u2019 property. Other trade names, trademarks, and service marks used in this Form 10-K are the property of their respective owners."}
-{"_id": "CPNG20230031", "title": "CPNG Government Regulation", "text": "Government regulation impacts key aspects of our business. In particular, we are subject to a number of national, state/region, and local laws, standards and regulations in Korea, the U.S., Taiwan, China, and other jurisdictions where we operate. These laws and regulations involve matters that are often central to our business, including our interactions with customers, suppliers, and merchants. They may regulate fair trade, competition, labor and employment, privacy, data protection, intellectual property, consumer protection, import and export regulations, and other subjects. These regulations are often complex and subject to varying interpretations, in many cases due to their lack of specificity, and as a result, their application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies, such as federal, state, and local administrative agencies."}
-{"_id": "CPNG20230032", "title": "CPNG Government Regulation", "text": "For additional information, see the risk factors herein in Part I\u2014Item 1A.\u201cRisk Factors\u201d under the sub-caption \u201cRisks Related to Laws, Regulation and Intellectual Property\u201d in this Form 10-K."}
-{"_id": "CPNG20230034", "title": "CPNG Company Website, Social Media, and Availability of SEC Filings", "text": "Our corporate website address is http://www.aboutcoupang.com and our investor relations website is www.ir.aboutcoupang.com. Information on our website is not incorporated by reference herein and is not a part of this Form 10-K. We promptly make available on our investor relations website, free of charge, the reports that we file or furnish with the Securities and Exchange Commission (the \u201cSEC\u201d), corporate governance information (including our Code of Business Conduct and Ethics) and select press releases. We"}
-{"_id": "CPNG20230036", "title": "CPNG Company Website, Social Media, and Availability of SEC Filings", "text": "1 Measured using work-related and accident-related fatalities. Coupang, Inc.##2023 Form 10-K##5"}
-{"_id": "CPNG20230037", "title": "CPNG Company Website, Social Media, and Availability of SEC Filings", "text": "file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and information statements and amendments to reports filed or furnished pursuant to Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d). The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding Coupang and other issuers that file electronically with the SEC."}
-{"_id": "CPNG20230038", "title": "CPNG Company Website, Social Media, and Availability of SEC Filings", "text": "We may announce material business and financial information using our investor relations website, our filings with the SEC, webcasts, press releases, conference calls and social media. We use these mediums, including our corporate and investor relations websites, to communicate with investors and the general public about our company, our products, and other issues. It is possible that the information that we make available on our websites may be deemed to be material information. We therefore encourage investors and others interested in our Company to review the information that we make available on our websites."}
-{"_id": "CPNG20230040", "title": "CPNG Company Website, Social Media, and Availability of SEC Filings", "text": "Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website. Coupang, Inc.##2023 Form 10-K##6"}
-{"_id": "CPNG20230042", "title": "CPNG Risk Factors", "text": "Investing in our Class A common stock involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties described below, as well as other information included in this Annual Report on Form 10-K, including the sections titled \u201cSpecial Note Regarding Forward-Looking Statements\u201d and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and our consolidated financial statements and related notes appearing elsewhere in this Form 10-K, before making an investment decision. The risks and uncertainties described below may not be the only ones we face. Our business, financial condition, results of operations, and prospects could also be affected by additional factors that apply to all companies operating globally. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us, or that we currently believe to be immaterial, or that apply to all companies operating globally could materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the price of our Class A common stock which would cause you to lose all or part of your investment."}
-{"_id": "CPNG20230063", "title": "CPNG Summary Risk Factors", "text": "Our business faces significant risks and uncertainties. Farfetch\u2019s business was subject to many of the same risks we have historically faced, and the acquisition of Farfetch will increase our exposure to these risks. The risk factors described below are only a summary of the principal risk factors associated with investing in our Class A common stock. These risks are more fully described in this \u201cRisk Factors\u201d section, including the following: \u2022our results of operations may fluctuate significantly, which makes our future results of operations difficult to predict and could cause our results of operations to fall below expectations; \u2022we may be unable to effectively manage the continued growth of our workforce and operations, including the development and management of new business initiatives; \u2022our business is rapidly evolving, and we plan to continue to forgo short-term financial performance for long-term growth, which makes it difficult to evaluate our future prospects and predict our future results of operations, including our revenue growth rate; \u2022we have a history of net losses, and we may not be able to generate sufficient revenues to achieve or maintain profitability in future periods; \u2022if we were to lose the services of members of our senior management team, we may not be able to effectively execute on our business strategy; \u2022we face intense competition and could lose market share to our competitors if we do not innovate or compete effectively; \u2022ongoing or future pandemics may continue to adversely affect our business, operations, and the geographies and communities in which we, our customers, suppliers, merchants, and advertisers operate; \u2022because some of our operations are subject to Korean law, there are circumstances in which certain of our Korean affiliates\u2019 executive officers may be held either directly or vicariously criminally liable for the actions of our Korean affiliates or our Korean affiliates\u2019 executives and employees; \u2022some of our operations are subject to certain detailed and complex fair trade, labor, employment, and workplace safety laws and regulations, which continue to evolve and have and will continue to affect our operations and financial performance, could subject us to costs and penalties, and may affect our reputation; \u2022harm to our Coupang brand or our associated brands and marks (our \u201cbrand\u201d) or reputation may occur if manufacturers and distributors from whom we buy products (\u201csuppliers\u201d) or the parties that sell their products on our marketplace (\u201cmerchants\u201d) use unethical or illegal business practices, such as the sale of counterfeit or fraudulent products, or if our protocols with respect to such sales are perceived or found to be inadequate, which may also subject us to possible sanctions or penalties; \u2022The acquisition of Farfetch creates incremental risk to our business, financial condition and results of operations; \u2022any significant interruptions or delays in service on our apps or websites, or any undetected errors or design faults, could result in limited capacity, reduced demand, processing delays, and loss of customers, suppliers, or merchants; \u2022any failure to protect our apps, websites, networks, and systems against security breaches or otherwise protect our confidential information could damage our reputation and brand and may subject us to possible sanctions or penalties; \u2022any failure to comply with privacy laws or regulations, or to fulfill privacy-related customer expectations in the jurisdictions where we operate, could damage our reputation and brand and business and may subject us to possible sanctions or penalties; Coupang, Inc.##2023 Form 10-K##7 \u2022we rely on Coupang Pay to conduct a substantial amount of the payment processing. If Coupang Pay\u2019s services were limited, restricted, curtailed, or degraded in any way, or become unavailable to us or our customers for any reason, our business may be adversely affected; \u2022our expansion into new geographies and offerings and substantial increase in the number of our offerings may expose us to new and increased challenges and risks; \u2022international relations, including escalations in tensions between North and South Korea, and other global conflicts could adversely affect the Korean or global economies and demand for our products and services; and \u2022the dual class structure of our common stock has the effect of concentrating voting control with Mr. Bom Kim. This voting control may limit your ability to influence the outcome of important transactions and to influence corporate governance matters."}
-{"_id": "CPNG20230065", "title": "CPNG Risks Related to Our Limited Operating History and Growth", "text": "We had a history of net losses prior to our most recent fiscal year, we may incur losses in the future, and we cannot ascertain whether we will maintain profitability in future periods, which would materially and adversely affect our business, financial condition, results of operations, and prospects."}
-{"_id": "CPNG20230066", "title": "CPNG Risks Related to Our Limited Operating History and Growth", "text": "Prior to 2023, we have had a history of net losses, including $(0.1) billion and $(1.5) billion for 2022 and 2021 respectively, as well as an accumulated deficit of $(4.4) billion as of December 31, 2023. Even though we have experienced recent profitability and expect to remain profitable, we cannot ascertain whether we will be able to maintain or further increase our profitability in future periods. Our costs and expenses are expected to increase in future periods, which could materially and adversely affect our future results of operations. In particular, we intend to continue to spend significant amounts to increase our customer base, increase the number and variety of merchandise and services we offer, expand our marketing channels, expand into new geographies, broaden our operations, develop additional fulfillment centers, hire additional and retain existing employees and managers, and develop our technology and fulfillment infrastructure. These increased costs may materially and adversely affect our operating expenses. Some of our initiatives to generate revenue are new and unproven, and any failure of these initiatives could materially and adversely affect our business, financial condition, results of operations, and prospects."}
-{"_id": "CPNG20230067", "title": "CPNG Risks Related to Our Limited Operating History and Growth", "text": "In addition, we expect to invest in longer-term initiatives, which will likely impact our shorter-term results of operations. We may find that these efforts are more expensive than we currently anticipate and/or encounter technological and other development delays. We will also face increased compliance costs associated with growth and the expansion of our customer base. Our efforts to grow our business may cost more than we expect, and we may not be able to increase our revenue enough to offset our increased operating expenses or to achieve and, if achieved, maintain profitability in future periods."}
-{"_id": "CPNG20230068", "title": "CPNG Risks Related to Our Limited Operating History and Growth", "text": "We may incur significant losses in the future for a number of reasons, including the other risks described in this \u201cRisk Factors\u201d section, and unforeseen expenses, difficulties, complications or delays, and other unknown events. If we are unable to achieve and, if achieved, sustain profitability in future periods, the value of our business and the price per share of our Class A common stock could decline."}
-{"_id": "CPNG20230069", "title": "CPNG Risks Related to Our Limited Operating History and Growth", "text": "Our limited operating history and evolving business make it difficult to evaluate our future prospects, including future revenue growth rate, as well as the risks and challenges we may encounter."}
-{"_id": "CPNG20230070", "title": "CPNG Risks Related to Our Limited Operating History and Growth", "text": "Our limited operating history and evolving business make it difficult to evaluate and assess our future prospects, as well as the risks and challenges that we may encounter. Although we launched our first website in 2010 and our first mobile application in 2011, our business and the markets in which we compete have rapidly evolved over time. As a result, our ability to accurately forecast our future results of operations is limited and subject to a number of risks and uncertainties, including our ability to plan for and model future growth and to expand our business in existing markets and enter new markets. As such, you should not rely on our business and financial performance in any prior quarterly or annual period as an indication of our future business or financial performance. Many factors may contribute to a decline in our growth rate, including, but not limited to, market saturation, increased competition, slowing demand, global macroeconomic and geopolitical conditions, the difficulty of capitalizing on growth opportunities, and the maturation of our business. If our growth rate declines, investors\u2019 perceptions of our business could be materially and adversely affected and the price per share of our Class A common stock could decline."}
-{"_id": "CPNG20230085", "title": "CPNG Risks Related to Our Limited Operating History and Growth", "text": "You should consider our business and prospects in light of the risks and uncertainties we may encounter. These risks and uncertainties include but are not limited to our ability to effectively and in a timely manner: \u2022attract, on a cost-effective basis, new customers who purchase merchandise and services from us at similar or higher rates and amounts as compared to existing customers; \u2022retain our existing customers and motivate their continued purchases from our apps and websites at rates and amounts consistent with or higher than their historical purchases; \u2022encourage customers to expand the categories of merchandise and services they purchase from us; Coupang, Inc.##2023 Form 10-K##8 \u2022retain and expand our network of suppliers and merchants; \u2022manage and expand our fulfillment and logistics infrastructure and related operations; \u2022fulfill and deliver customer orders on time and in accordance with customer expectations, which may change over time; \u2022increase awareness of our brand and protect our reputation; \u2022respond to changes in the way customers access and use the Internet and mobile devices; \u2022react to challenges from existing and new competitors; \u2022expand our business in new and existing geographies; \u2022avoid interruptions or disruptions in our business; \u2022further develop our scalable, high-performance technology and fulfillment infrastructure that can efficiently and reliably handle increased usage, as well as the deployment of new features and the sale of new merchandise and services; and \u2022hire, integrate, motivate and retain qualified personnel."}
-{"_id": "CPNG20230086", "title": "CPNG Risks Related to Our Limited Operating History and Growth", "text": "If we fail to address the risks and uncertainties that we face, including those associated with the challenges listed above and those described elsewhere in this \u201cRisk Factors\u201d section, our business, financial condition, and results of operations would be adversely affected."}
-{"_id": "CPNG20230087", "title": "CPNG Risks Related to Our Limited Operating History and Growth", "text": "In addition, because we have limited historical financial data and our business continues to evolve and expand, any predictions about our future revenue, expenses, and results of operations may not be as accurate as they would be if we had a longer operating history or operated a business that is not rapidly evolving and growing. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories and evolving businesses that operate in highly regulated and competitive industries or have fixed expenses. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations, and our business, financial condition, results of operations, and prospects would be materially and adversely affected. Any failure to accurately predict revenue or to control our expenses could adversely affect our results of operations in any given quarter, or a series of quarters, which could cause the price per share of our Class A common stock to decline."}
-{"_id": "CPNG20230088", "title": "CPNG Risks Related to Our Limited Operating History and Growth", "text": "We may experience significant fluctuations in our results of operations."}
-{"_id": "CPNG20230105", "title": "CPNG Risks Related to Our Limited Operating History and Growth", "text": "Our revenue and results of operations may fluctuate for a variety of reasons, many of which are beyond our control. These reasons include those described elsewhere in this \u201cRisk Factors\u201d section as well as the following: \u2022our ability to attract new and retain existing customers, increase sales to existing customers, and satisfy our customers\u2019 demands; \u2022our ability to offer merchandise and services on favorable terms, manage inventory, and fulfill orders in a timely manner; \u2022the introduction or activities of competitive stores, apps, websites, merchandise, or services; \u2022the success of our growth and expansion efforts, including investments into new initiatives and expansion into new geographies; \u2022variations in our level of merchandise and supplier returns; \u2022the extent to which we offer fast and free delivery through Rocket Delivery, continue to offer a compelling value proposition to our customers, and provide additional benefits to our customers; \u2022factors affecting our reputation or brand image or awareness; \u2022the extent to which we finance our current operations and future growth, and the terms of any such financing; \u2022the timing, effectiveness, and costs of expansion and upgrades of our systems and infrastructure; \u2022the outcomes of any legal proceedings and claims or regulatory investigations, which may include significant monetary damages, injunctive relief, personal liability (including criminal liability), sanctions, fines, suspensions or revocations of related permits and licenses, and penalties; \u2022the extent to which we invest in technology and content, fulfillment, and other expense categories; \u2022increases in our temporary or long-term costs such as labor and energy sources, packing supplies, and other goods not for resale; \u2022changes in existing, or development of new, laws, regulations, or other regulatory practices and enforcement in the countries where we operate; Coupang, Inc.##2023 Form 10-K##9 \u2022the extent to which our services are affected by cybersecurity and data security incidents, including but not limited to spyware, viruses, phishing, and other spam emails, denial of service attacks, data theft, computer intrusions, outages, and similar events; and \u2022disruptions from natural or man-made disasters, extreme weather conditions (including as a result of climate change) and other catastrophic events, global health epidemics and pandemics, geopolitical events and security issues (including terrorist attacks and armed hostilities), labor or trade disputes, macroeconomic conditions, and other similar events."}
-{"_id": "CPNG20230106", "title": "CPNG Risks Related to Our Limited Operating History and Growth", "text": "Fluctuations in our revenues and results of operations may result in a failure to meet the expectations of analysts or investors, which could cause the price per share of our Class A common stock to decline. In addition, our revenue growth may not be sustainable and our growth rates may decrease. Our revenue and results of operations depend in part on the continued growth of demand for the products and services offered by us or our merchants, and on general economic and business conditions worldwide. A softening of demand, whether caused by changes in customer preferences or a weakening of the Korean or global economies, may materially and adversely affect our revenue or growth rate, which could also materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the price per share of our Class A common stock."}
-{"_id": "CPNG20230108", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "If we fail to timely identify or effectively respond to changing customer preferences and spending patterns, fail to expand the products being purchased by customers, or fail or are unable to obtain or offer appropriate categories of products, our relationship with our customers and the demand for our products and services could be materially and adversely affected, and the demand for our products and services could decrease, which could in turn materially and adversely affect our business, financial condition, results of operations, and prospects."}
-{"_id": "CPNG20230109", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Our future business and financial performance depends on continued demand for the types of goods and services that we and our merchants offer. The popularity of certain products, including apparel, beauty, food, and consumer electronics, may vary over time due to perceived availability, subjective value, seasonality, and/or general societal trends. A decline in the demand for certain products we sell could materially and adversely affect our revenue. In addition, a temporary or sudden surge in demand for certain products may temporarily inflate the volume of those products listed on or purchased through our apps and websites, placing a significant strain on our infrastructure and throughput capacity. These trends may also cause significant fluctuations in our results of operations from period to period. A failure to timely identify or effectively respond to changing consumer preferences and spending patterns, an inability to keep adequate inventory of the type of products being purchased by customers, failure to grow and retain the members of our Rocket WOW membership program, or a failure or inability to obtain or offer appropriate categories of products could negatively affect our relationship with customers and the demand for our products and services."}
-{"_id": "CPNG20230110", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Our ability to identify and develop and effectively manage sourcing relationships with qualified, economically stable suppliers and merchants, who satisfy our requirements, and to acquire sufficient amounts of products in a timely and cost-efficient manner is critical to our business. Significant changes to, or a failure to develop and maintain, sourcing relationships with a broad and deep supplier base could materially and adversely affect our business, financial condition, and results of operations."}
-{"_id": "CPNG20230111", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Further, we also offer our customers private-label products on our apps and websites. Selling private-label products subjects us to additional and/or heightened risks, including but not limited to, risks of: potential product liability and mandatory or voluntary product recalls; potential liability arising from our commercial relationships with the manufacturers of our private-label products; potential liability for incidents, including, but not limited to, the injuries of our subcontractors\u2019 employees at manufacturing sites that we do not control; failure to successfully protect our intellectual property rights and the rights of applicable third parties; harm to our reputation and brand image; and other risks generally encountered by entities that source, market, and sell private-label products."}
-{"_id": "CPNG20230112", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "If we are unable to successfully implement some or all of our major strategic initiatives in a timely manner, our ability to maintain and improve our market position may be materially and adversely affected."}
-{"_id": "CPNG20230118", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Our strategy is to continue to build on our market position by continuing to implement certain key strategic initiatives, which include the following: \u2022building our brand and further expanding our customer base; \u2022providing high-quality merchandise and services at attractive prices; \u2022focusing on customer satisfaction and our customers\u2019 loyalty to our apps, websites, and programs, including our Rocket WOW membership program; \u2022expanding our product offerings; and \u2022enhancing our apps and websites and developing personalization tools to enhance our customers\u2019 experience with our apps and websites."}
-{"_id": "CPNG20230120", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We may not be successful in implementing any or all of these key strategic initiatives. If we are unable to successfully implement some or all of our key strategic initiatives in an effective and timely manner, our ability to maintain and improve our market position, Coupang, Inc.##2023 Form 10-K##10"}
-{"_id": "CPNG20230121", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "and our competitive position, brand, and reputation may be harmed, which may materially and adversely affect our business, financial condition, and results of operations."}
-{"_id": "CPNG20230122", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "The acquisition of Farfetch creates incremental risk to our business, financial condition, and results of operations."}
-{"_id": "CPNG20230123", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "On December 18, 2023, we announced the proposed acquisition of the business and assets of Farfetch Holdings plc (\u201cFarfetch\u201d), a leading global marketplace for the luxury fashion industry."}
-{"_id": "CPNG20230124", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "In January 2024, we completed the acquisition of Farfetch (the \u201cFarfetch Acquisition\u201d). The Farfetch Acquisition entails important risks, including, among others: that the acquisition may disrupt our current plans, operations; the ability to realize the anticipated benefits of the acquisition, including the anticipated sales and growth opportunities, on the anticipated timelines, if at all; challenges associated with operating in geographic regions and markets where we have not had operations in the past; any potentially unknown significant claims that may arise following the acquisition for which we have limited or no contractual remedies or insurance coverage; litigation and regulatory risks directly related to the transaction, the potential effect of the announcement and consummation of the transaction on relationships, including with suppliers, customers, boutiques, and competitors as well as the effect on the Farfetch brand; loss of management focus on existing businesses; risks related to the potential effect of general economic, political, and market factors, including changes in the financial markets, interest rates or foreign exchange rates as a result of inflation or governmental measures implemented to address inflation; the risk of adverse effects on the market price of our securities or on our operating results for any reason; and other risks described in our filings with the SEC. Additionally, we are continuing to integrate Farfetch into our overall internal control over financial reporting. There is a risk that deficiencies may occur that could constitute significant deficiencies or in the aggregate a material weakness. In its most recently filed annual report on Form 20-F, Farfetch had an existing material weakness in the design and operation of its internal control over financial reporting."}
-{"_id": "CPNG20230125", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We expect that Farfetch will require continued investment in operating expenses, headcount, and executive resources, none of which will ensure that we will be successful. We may also incur various accounting charges related to the transaction. In addition, our credit facilities may restrict our ability to invest in Farfetch, which could make it more difficult for us to realize the expected benefits of the transaction. If we fail to successfully operate Farfetch, we will not realize the benefits anticipated, and any such failure could result in adverse effects on our business, financial condition and results of operations, including substantial impairment charges."}
-{"_id": "CPNG20230126", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "If we fail to effectively manage our growth, our business, financial condition, and results of operations could be harmed."}
-{"_id": "CPNG20230127", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We have experienced significant growth since our inception and expect our business to continue to grow if we are successful in implementing our key strategic initiatives. The growth of our business has required and will continue to require significant attention of our management and expenditure of resources. To effectively manage our growth, we must successfully implement our operational plans and strategies, improve and expand our infrastructure, and expand, train, and manage our employee and contractor base."}
-{"_id": "CPNG20230128", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "For example, in recent years, we have rapidly increased our employee headcount to support the growth in our business, and we expect to continue to increase our headcount in the foreseeable future. To support our continued growth, we must effectively integrate, develop, and motivate a large number of new employees, while maintaining our corporate culture. In particular, we intend to continue to make substantial investments to expand our sales and technology personnel, which is challenging due to competition for such personnel."}
-{"_id": "CPNG20230129", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "In addition, the growth and expansion of our business and our variety of merchandise and services place significant demands on our management and other employees. For example, in an effort to increase customer engagement, we produce new versions of our apps and websites and communicate to our customers via email, mobile application push communications, and text messages. The continued growth of our business may require significant additional resources to continue these efforts, including increasing the size of our workforce, which may not scale in a cost-effective manner."}
-{"_id": "CPNG20230130", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Similarly, we must effectively manage any retraction in parts of our business. Periodically, for reasons such as changing consumer preferences and other unforeseen circumstances, we have made, and may make in the future, decisions to discontinue investments in certain parts of our business. Such decisions require management effort to reorganize or reassign employees. In accordance with Korean law, employment contracts generally are not terminable at will unless an employee is deemed to be an \u201cemployer\u201d (e.g., a registered director or an executive member-level employee), and employment and labor-related claims are common. Similar regulations in other jurisdictions in which we do business may also be applicable. If we fail to effectively manage retractions in our business or to successfully reorganize or reassign employees, our ability to meet our goals and our employee morale, productivity, and retention could suffer, which may have an adverse effect on our business, financial condition, and results of operations."}
-{"_id": "CPNG20230132", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Our revenue depends on prompt and accurate payment processes. Our failure to grow our transaction-processing capabilities to accommodate the increasing number of transactions that must be billed on our apps and websites would materially harm our business and our ability to collect revenue. Coupang, Inc.##2023 Form 10-K##11"}
-{"_id": "CPNG20230133", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Furthermore, we may need to enter into relationships with various strategic partners, websites, and other online service providers and other third parties necessary to support and grow our business. The increased complexity of managing multiple commercial relationships or entering into new relationships could lead to execution problems that could affect current and future revenue and operating margins."}
-{"_id": "CPNG20230134", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Our current and planned systems, procedures and controls, personnel, and third-party relationships may not be adequate to support our future operations. Our failure to manage growth effectively or to enter into additional third-party relationships on a timely basis could materially and adversely affect our business, financial condition, and results of operations."}
-{"_id": "CPNG20230135", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "If we do not successfully operate and manage the expansion of our fulfillment and logistics infrastructure, our business, financial condition, and results of operations could be materially harmed."}
-{"_id": "CPNG20230136", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We believe that our fulfillment and logistics infrastructure, including strategically located fulfillment centers, logistics centers, and delivery vehicles, coupled with our proprietary technology, is essential to our success. We operate our fulfillment and logistics infrastructure throughout Korea and maintain fulfillment centers in the United States and Taiwan. We are in the process of obtaining and developing additional fulfillment and logistics infrastructure to increase our storage capacity, reduce delivery times, and further improve our workflow and processes."}
-{"_id": "CPNG20230137", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "If we do not expand and operate our fulfillment and logistics infrastructure successfully and efficiently, or there are delays in the expansion of our fulfillment and logistics operations, we could experience excess or insufficient fulfillment and logistics capacity in one or more locations, an increase in costs or impairment charges, or other adverse impacts. For example, we believe that our end-to-end logistics infrastructure, including the ability to control our last-mile delivery logistics, is a key competitive advantage. If our end-to-end logistics infrastructure, including last-mile delivery, is negatively affected in any manner, including, but not limited to, by the introduction of direct competitors with these capabilities or by legislation, legal rulings, or other regulation that may disrupt this service, our business, financial condition, and results of operations would be materially and adversely affected."}
-{"_id": "CPNG20230138", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "In addition, if we do not have sufficient fulfillment and logistics capacity, or we experience problems fulfilling and delivering orders in a timely manner, our customers may experience delays in receiving their purchases, which could harm our reputation and our relationship with our customers."}
-{"_id": "CPNG20230139", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We have designed, built, purchased, and/or leased our own fulfillment and logistics infrastructure, in addition to utilizing some third-party delivery resources. Our fulfillment and logistics infrastructure was designed to meet the specific needs of our business. If we continue to add fulfillment and logistics capabilities, add new offerings with different fulfillment or logistics requirements, or change the mix of merchandise that we sell, our fulfillment and logistics infrastructure will become increasingly complex, and operating it will become more challenging. Failure to successfully address such challenges in a cost-effective and timely manner could impair our ability to timely deliver our customers\u2019 purchases and could materially and adversely affect our reputation and ultimately, our business, financial condition, and results of operations."}
-{"_id": "CPNG20230140", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We anticipate the need to add additional fulfillment and logistics capacity as our business continues to grow. We cannot assure you that we will be able to locate suitable facilities on commercially acceptable terms in accordance with our expansion plans. If we are unable to secure new facilities for the expansion of our fulfillment operations or effectively control expansion-related expenses, our business, financial condition, and results of operations could be adversely affected."}
-{"_id": "CPNG20230141", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "If we grow faster than we anticipate, we may exceed our fulfillment and logistics capacity, we may experience problems fulfilling or delivering orders in a timely manner, or our customers may experience delays in receiving their purchases, which could harm our reputation and our relationship with our customers, and we may need to increase our capital expenditures more than anticipated and in a shorter time frame than we currently anticipate, which could represent a demand on, or drain of, our financial resources and require additional capital. See the risk factor titled \u201cWe may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all.\u201d below."}
-{"_id": "CPNG20230142", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Our ability to expand our fulfillment and logistics capacity is dependent upon our ability to secure suitable facilities and recruit and retain qualified employees, Coupang Flex partners (independent delivery partners who have signed up to deliver packages on days and times of their own choosing), Eats Delivery Partners or EDPs (independent food delivery partners), and other workers, and there is no assurance that we will be able to secure such facilities or procure such personnel. There have been and there may be future delays or increased costs associated with the spread and impact of ongoing or future pandemics or endemics, natural or man-made disasters, extreme weather conditions, and other catastrophic events."}
-{"_id": "CPNG20230144", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Many of the expenses and investments with respect to our fulfillment and logistics capacity are fixed, and any expansion of such fulfillment and logistics infrastructure will require additional investment of capital. We expect to incur higher capital expenditures in the future for our fulfillment and logistics operations as our business continues to grow. We would incur such expenses and make such investments in advance of expected sales, and such expected sales may not occur. Any of these factors could materially and adversely affect our business, financial condition, and results of operations. Coupang, Inc.##2023 Form 10-K##12"}
-{"_id": "CPNG20230145", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We operate in a highly competitive industry and we may be unsuccessful in competing against current and future competitors, which could have a negative impact on the success of our business."}
-{"_id": "CPNG20230146", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "The industry in which we operate is intensely competitive and we expect that competition will continue to increase. We currently and potentially compete with a wide variety of online and offline companies providing goods and services to customers and merchants, including traditional retailers and merchandisers, such as department stores, discount warehouses, direct retailers, and home-shopping channels. The Internet and mobile networks provide new, rapidly evolving, and intensely competitive channels for the sale of all types of goods and services. We compete in two-sided markets and must attract both customers as well as merchants to use our apps and websites. Customers who purchase goods and services through us have many alternatives, and merchants have other channels to reach customers. We expect competition to continue to intensify. Online and offline businesses compete with each other, and our competitors include a number of online and offline retailers with greater resources, large user communities, and well-established brands. As we respond to changes in the competitive environment, we may, from time to time, make pricing, service, or marketing decisions or acquisitions that may lead to dissatisfaction among customers and merchants, which could reduce activity on our apps or websites and adversely affect our results of operations."}
-{"_id": "CPNG20230147", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We face increased competitive pressure online and offline. In particular, the competitive norm for, and the expected level of service from, retailers and marketplaces has increased due to, among other factors, improved customer experience, greater ease of buying goods, lower (or no) shipping costs, faster shipping times, and more favorable return policies. In addition, certain online and offline businesses may offer goods and services to consumers and merchants that we do not offer. If we are unable to change our offerings in ways that reflect the changing demands of offline and online retailers and marketplaces, particularly at expected service levels, or compete effectively with and adapt to changes in larger retail businesses, our business, financial condition, and results of operations would be materially and adversely affected."}
-{"_id": "CPNG20230148", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Competitors may also be able to devote more resources to marketing and promotional campaigns, adopt more aggressive pricing policies, and devote more resources to offline shopping venues, websites, mobile applications, and systems development than we can. In addition, competitors may be able to innovate faster and more efficiently, and new technologies may increase the competitive pressures by enabling competitors to offer more efficient or lower-cost services."}
-{"_id": "CPNG20230149", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Some of our competitors control other products and services that are important to our success, including credit card interchange, Internet search, and mobile operating systems. Such competitors could utilize complementary aspects of their businesses in order to provide a better shopping experience or make it difficult for customers to utilize our apps or websites, or change pricing, availability, or the terms or operation of service related to their products and services in a manner that impacts our competitive offerings. If we are unable to use or adapt to operational changes in such services, we may face higher costs for such services, encounter integration or technological barriers, or lose customers, which could cause our business, financial condition, and results of operations to be materially and adversely affected."}
-{"_id": "CPNG20230150", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "In addition, certain manufacturers may limit or cease distribution of their products through online channels, such as our apps or websites. Manufacturers may attempt to use contractual obligations or existing or future government regulation to prohibit or limit retailers in certain categories of goods or services. Manufacturers may also attempt to enforce minimum resale price maintenance or minimum advertised price arrangements to prevent distributors and suppliers from selling on our apps, websites, or on the Internet generally, or drive distributors and suppliers to sell at prices that would make us less competitive. The adoption by manufacturers of policies, or their use of laws or regulations, in each case discouraging or restricting the sales of goods or services over the Internet, could force merchants to limit or stop selling certain products on our apps or websites, which could adversely affect our results of operations and result in loss of market share and diminished value of our brand."}
-{"_id": "CPNG20230151", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Many of our competitors have, and potential competitors may have, competitive advantages such as longer operating histories, more experience in implementing their business plan and strategy, better brand recognition, popular offline locations, greater negotiating leverage, established supply relationships, significantly greater financial, marketing, and other resources. Our competitors may undertake aggressive marketing campaigns to enhance their brand name and increase the volume of business conducted through their stores or websites and make extensive investments to improve their stores or network and system infrastructure, including website design and logistics network enhancements. Our inability to adequately address these and other competitive pressures may have a material adverse effect on our business, financial condition, and results of operations."}
-{"_id": "CPNG20230152", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We are dependent on the performance of certain members of management and other highly qualified and skilled personnel, and if we are unable to attract, retain, and motivate these and other well-qualified employees, our business could be harmed."}
-{"_id": "CPNG20230154", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Our success depends largely upon the continued services of our executive officers, other key management team members, and key employees. From time to time, there may be changes in our executive management team or other key employees resulting from the hiring or departure of these personnel. Any of our executive officers or other key employees could terminate their employment with us at any time, and we cannot be assured of having reasonable prior notice. The loss of one or more of our executive officers or other key employees or the failure by our executive team, including any new hires that we may make, to work together effectively and to execute our strategy in a timely manner, could materially and adversely affect our business, financial condition, and results of operations. Coupang, Inc.##2023 Form 10-K##13"}
-{"_id": "CPNG20230155", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We continue to hire additional qualified employees to support our business operations and planned expansion. Our future success depends, to a significant extent, on our ability to recruit, train, integrate, motivate, and retain qualified personnel. Since our industry is characterized by high demand and intense worldwide competition for talent and labor, we cannot assure you that we will be able to attract or retain qualified staff or other highly skilled employees that we will need to achieve our strategic objectives. Accordingly, such efforts will require significant time, expense, and attention, and new hires require significant training and time before they achieve full productivity. In addition to hiring new employees, we must continue to focus on developing, motivating, and retaining our best employees, many of whom are at-will employees, which means they may terminate their employment relationship with us at any time. Further, even if qualified new employees are hired and achieve individual effectiveness, we may be materially and adversely affected by undue turnover in our employees."}
-{"_id": "CPNG20230156", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "If we fail to identify, recruit, and integrate strategic personnel hires, our business, financial condition, and results of operations could be materially and adversely affected. Any loss of members of our senior management team or key personnel could significantly delay or prevent the achievement of our business objectives and could materially harm our business and customer relationships. We may need to invest significant amounts of cash and equity to attract and retain new employees, and we may never realize returns on these investments. In addition, prospective and existing employees often consider the value of the equity awards they receive in connection with their employment. If the perceived value of our equity awards declines, experiences significant volatility, or increases such that prospective employees believe there is limited upside to the value of our equity awards, it may adversely affect our ability to recruit and retain key employees. If we are not able to retain and motivate our current personnel or effectively add and retain employees, our ability to achieve our strategic objectives, and our business, financial condition, and results of operations will be materially and adversely affected."}
-{"_id": "CPNG20230157", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Our culture has been critical to our success and if we cannot maintain this culture as we grow, our business could be harmed."}
-{"_id": "CPNG20230158", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We believe that our culture, where the customer is at the beginning and the end in each decision we make, has been critical to our success. We may face a number of challenges that may affect our ability to sustain our corporate culture, including a potential failure to attract and retain employees who embrace and further our culture, any expansion into additional geographies, competitive pressures that may divert us from our vision and values, and the integration of new personnel and businesses from acquisitions, including the recent acquisition of Farfetch. If we are not able to maintain our culture as we continue to grow, our business, financial condition, and results of operations could be adversely affected."}
-{"_id": "CPNG20230159", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Health epidemics have had, and could in the future have, an adverse impact on our business."}
-{"_id": "CPNG20230160", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Our business and operations could be adversely affected by health epidemics, impacting the geographies and communities in which we and our customers, suppliers, merchants, and advertisers operate."}
-{"_id": "CPNG20230161", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Health epidemics, such as the COVID-19 pandemic, have resulted in, and may in the future result in supply chain disruptions including those of our vendors and suppliers, constraints in logistics and fulfillment related labor costs including costs to attract and retain employees, modification of our operations, adjustments to our services and technology and other responses."}
-{"_id": "CPNG20230170", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "The ultimate impact of any health epidemic on our business depends on many factors and uncertainties outside of our control, including, but not limited to: \u2022the severity and duration of any such health epidemic in areas in which we operate; \u2022evolving macroeconomic factors, including general economic uncertainty, unemployment rates, inflation and recessionary pressures; \u2022changes in labor markets affecting us and our suppliers; \u2022unknown consequences on our business performance and initiatives stemming from the substantial investment of time and other resources to the pandemic response; \u2022the impact of governmental restrictions; \u2022the long-term impact of the epidemic on our business, including consumer behaviors; \u2022disruption and volatility within the financial and credit markets; and \u2022the pace and extent of the ultimate recovery from the epidemic."}
-{"_id": "CPNG20230171", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Our expansion into new geographies and offerings and substantial increase in the number of our offerings may expose us to new and increased challenges and risks."}
-{"_id": "CPNG20230173", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "In recent years, we have expanded our offerings, including in consumer electronics, food and grocery, financial services, private-label brands, apparel, streaming content, travel, and export and import offerings, as well as expanded our reach into new geographies such as Taiwan and various geographies in which Farfetch, or future businesses we may acquire, operate. Expansion involves new risks and challenges and may require significant investments. Our lack of familiarity with new markets and new Coupang, Inc.##2023 Form 10-K##14"}
-{"_id": "CPNG20230174", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "products and services and lack of relevant customer data relating to these new markets or offerings may make it more difficult for us to anticipate customer demand and preferences. We may misjudge customer demand and the potential profitability of a new market, product, or service. We may find it more difficult to inspect and control quality and ensure proper handling, storage, and delivery of new products. We may experience higher return rates on new products, customer complaints about new products and services, and costly liability claims as a result of selling such products and services, any of which would harm our brand and reputation as well as our results of operations. We may need to price aggressively to gain market share or remain competitive in new categories. It may be difficult for us to achieve profitability in the new product or service categories and our profit margin, if any, may be lower than we anticipate, which would materially and adversely affect our business, financial condition and results of operations. We cannot assure you that we will be able to recoup our investments in introducing any new product and service categories."}
-{"_id": "CPNG20230175", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Any harm to our brand or reputation may materially and adversely affect our business, financial condition, and results of operations."}
-{"_id": "CPNG20230176", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We believe that the recognition and reputation of our brand among our customers, merchants, suppliers, and our workforce has contributed to the growth and success of our business. Maintaining and enhancing the recognition and reputation of our brand is critical to our business and competitiveness. Heightened regulatory and public concerns over operation of our business, including but not limited to those related to any ongoing or potential labor and employment disputes, consumer protection and consumer safety issues, supplier relationships, environmental and sustainability concerns, and cybersecurity and data security incidents, may subject us to additional legal and reputational risks and increased scrutiny. Further, heightened public attention regarding worker safety and occupational health may subject us to regulatory and media scrutiny. In addition, changes in our services or policies have resulted, and could result, in objections by members of the public, customers, suppliers, merchants and various other groups. From time to time, these objections or allegations, regardless of their veracity, may result in customer dissatisfaction, which could result in government inquiries or substantial harm to our brand, reputation, and prospects. The proliferation of social media may increase the likelihood, speed, and magnitude of negative brand and reputation events."}
-{"_id": "CPNG20230177", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "A public perception that non-authentic, counterfeit, or defective goods are sold on our apps and websites or that we or our merchants do not provide satisfactory customer service, even if factually incorrect or based on isolated incidents, could damage our reputation, diminish the value of our brand, undermine the trust and credibility we have established, and have a negative impact on our ability to attract new customers or retain our current customers. If we are unable to maintain our reputation, enhance our brand recognition, or increase positive awareness of our apps, websites, products, and services, as well as products sold by merchants through our online marketplace, it may be difficult to maintain and grow our customer base, and our business, financial condition, and results of operations may be materially and adversely affected."}
-{"_id": "CPNG20230178", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We are subject to risks associated with sourcing and manufacturing goods from countries outside of Korea."}
-{"_id": "CPNG20230179", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "A portion of our sales are dependent on our ability to import finished goods from other countries into Korea. Substantially all of our import operations are subject to customs requirements. The countries from which some of our products are manufactured or exported, or into which our products are imported, may from time to time impose quotas, duties, tariffs, or other restrictions on imports (including restrictions on manufacturing operations) or adversely modify existing restrictions. Changes in Korea, China, the United States, and other foreign government policies regarding international trade, including import and export regulation and international trade agreements, may negatively impact our business. Imports are also subject to unpredictable foreign currency variation which may increase our cost of sales. Adverse changes in these import costs and restrictions, or failure by our suppliers to comply with customs regulations or similar laws, could harm our business."}
-{"_id": "CPNG20230180", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Our operations are also subject to the effects of international trade agreements and regulations, which may impose requirements that adversely affect our business, such as setting quotas on products that may be imported from a particular country."}
-{"_id": "CPNG20230181", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Our ability to import products in a timely and cost-effective manner may also be affected by conditions at ports or issues that otherwise affect transportation and warehousing providers, such as port and shipping capacity, labor disputes, severe weather, or increased security requirements in Korea and other countries. These issues could delay importation of products or require us to locate alternative ports or transportation or warehousing providers to avoid disruption to customers. These alternatives may not be available on short notice or could result in higher costs, which could have a material adverse impact on our business, financial condition, and results of operations."}
-{"_id": "CPNG20230183", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "If our ability to import goods from overseas is negatively impacted by domestic or international trade regulations (including any future customs requirements, tariffs, and quotas implemented in Korea), our ability to maintain a diverse selection of products for our customers and to be able to timely deliver products consistent with our customers\u2019 expectations could be harmed, which could materially and adversely impact our future revenue and growth. Coupang, Inc.##2023 Form 10-K##15"}
-{"_id": "CPNG20230184", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We operate in a rapidly changing industry and our business model is continuing to evolve, which makes it difficult to evaluate our business and prospects. If we are unable to continue to innovate or if we fail to adapt to changes in our industry, our business, financial condition, and results of operations would be materially and adversely affected."}
-{"_id": "CPNG20230185", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "The retail industry in which we operate is characterized by rapidly changing regulatory requirements and industry standards and shifting consumer demands. In addition, our business model continues to evolve and we are continuously evaluating our products and services. As a result of our evolving industry and business model, our future results are uncertain and subject to a number of risks and uncertainties, including our ability to plan for and model future growth, expand our business in existing geographies, and enter new geographies. Our industry is also characterized by rapidly changing technology, including artificial intelligence or AI, new mobile applications and protocols, new products and services, new media and entertainment content, including user-generated content, and changing consumer demands and trends. Furthermore, our competitors are continuously developing innovations in personalized search and recommendation, online and offline shopping and marketing, communications, social networking, entertainment, logistics, and other services to enhance the customer experience. Our financial performance depends on our ability to identify, originate, and define retail trends, as well as to anticipate, gauge, and react to changing customer preferences in a timely manner, including seasonal trends in customer spending."}
-{"_id": "CPNG20230186", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "As a result, we continue to invest significant resources in our technology, infrastructure, research and development, and other areas in order to enhance our business and operations, as well as to explore new growth strategies and geographies and introduce new high-quality products and services. If we offer new merchandise or services that are not accepted by our customers, we may make fewer sales and our revenue may fall short of expectations, our brand and reputation could be materially harmed, and we may incur expenses that are not offset by revenue. We may make substantial investments in such new categories and new markets in anticipation of future revenue. If the launch of a new category or a new geography requires greater investment than we expect, if we are unable to attract suppliers and merchants that produce sufficient high-quality, value-oriented merchandise and services, or if the revenue generated from sales of a new item of merchandise or service grows more slowly or produces lower gross profit than we expect, our results of operations could be materially and adversely impacted. Expansion of our offerings may also strain our management and operational resources. We may also face greater competition in specific categories from retailers that are more focused on such categories. It may be difficult to differentiate our offering from other competitors as we offer additional categories of merchandise and services, and our customers may have additional considerations in deciding whether or not to purchase these additional offerings. In addition, the relative profitability, if any, of new categories of merchandise or services may be lower than we have experienced historically, and we may not generate sufficient revenue from sales of these new items to recoup our investments in them."}
-{"_id": "CPNG20230187", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Our investments in innovations and new technologies, which may be significant, may not increase our competitiveness or generate financial returns in the short term, or at all, and we may not be successful in adopting and implementing new technologies. Our investments and endeavors to develop new growth initiatives and technologies may be hindered by regulatory scrutiny and limitations. The changes and developments taking place in our industry may also require us to re-evaluate our business model and adopt significant changes to our long-term strategies and business plans."}
-{"_id": "CPNG20230188", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies that operate in evolving industries subject to increasing regulation. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition, and results of operations would be materially and adversely affected."}
-{"_id": "CPNG20230189", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Any failure to innovate and adapt to these changes and developments would have an adverse effect on our business, financial condition, and results of operations. Even if we timely innovate and adopt changes in our strategies and plans, we may nevertheless fail to realize the intended benefits of these changes or even experience reduced revenue as a result."}
-{"_id": "CPNG20230190", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "If we fail to retain existing suppliers or merchants or to add new suppliers or merchants, or if our existing suppliers or merchants fail to supply high-quality and compliant merchandise in a timely manner, our business, financial condition, and results of operations will be materially and adversely affected."}
-{"_id": "CPNG20230191", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We depend on our ability to attract and retain merchants that offer high-quality merchandise and services to our customers at attractive prices and in a timely manner to attract new customers and to keep our existing customers engaged and purchasing from our apps and websites. Similarly, we also must attract and retain suppliers to supply merchandise to us for our owned-inventory selection. We must continue to attract and retain suppliers and merchants in order to increase revenue and achieve profitability."}
-{"_id": "CPNG20230193", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We may experience supplier or merchant attrition in the ordinary course of business, which could lead to a decrease in the volume and/or selection of merchandise available to our customers, resulting in loss of customers to our competitors. Even if we identify new suppliers, we may not be able to purchase desired merchandise in sufficient quantities on terms acceptable to us, and merchandise from alternative sources may be of a lesser quality or more expensive than those from existing suppliers. Similarly, new merchants may not offer the same selection or value to our customers. In addition, we may have disputes with suppliers and merchants with respect to their compliance with our quality control or other policies and measures and the penalties imposed by us for violation of these policies or measures from time to time, which may cause them to cease doing business with us. Any complaints from merchants may in turn result in a negative impact on our brand and reputation. If we experience significant Coupang, Inc.##2023 Form 10-K##16"}
-{"_id": "CPNG20230194", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "supplier or merchant attrition, or if we are unable to attract new suppliers or merchants, our revenue and results of operations may be materially and adversely affected. Our inability to purchase suitable merchandise on acceptable terms or to source new suppliers and merchants could have a material adverse effect on our business, financial condition, and results of operations."}
-{"_id": "CPNG20230195", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Efforts to increase advertising revenue may impact our sales or results of operations."}
-{"_id": "CPNG20230196", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Growth in our advertising revenue depends on our ability to continue to develop and offer effective tools for advertisers. New advertising formats that take up more space on our apps and websites may impact customer satisfaction, which could impact our sales. As the advertising market generates and develops new concepts and technology, we may incur additional costs to implement more effective products and tools. Continuing to develop and improve these products and tools may require significant time and resources and additional investment. Additionally, changes to our advertising policies and data privacy practices, as well as changes to other companies\u2019 advertising and/or data privacy practices have in the past, and may in the future, affect the advertising that we are able to provide, which could harm our business. If we cannot continue to develop and improve our advertising products and tools in a timely fashion, or if our advertising products and tools are not well received by advertisers or customers, our revenue or sales could be materially and adversely affected."}
-{"_id": "CPNG20230197", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Inventory risks may materially and adversely affect our results of operations."}
-{"_id": "CPNG20230198", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We are exposed to inventory risks that may materially and adversely affect our results of operations because of seasonality, new product launches, quick changes in product cycles and pricing, defective products, changes in customer demand and spending patterns, changes in customer tastes with respect to our products, spoilage, shrinkage, and other factors. We strive to predict these trends, as overstocking or understocking products we sell could lead to lower sales, missed opportunities, and excessive markdowns, each of which could have a material impact on our business and results of operations. Moreover, once we launch a new product, it may be difficult to determine appropriate product selection and accurately forecast demand, which could increase our inventory risk, resulting in a material adverse effect on our business, financial condition, and results of operations."}
-{"_id": "CPNG20230199", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "The seasonality of our business affects our quarterly results and places an increased strain on our operations."}
-{"_id": "CPNG20230200", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We have historically experienced seasonal fluctuations in our sales, with higher sales volumes associated with Chuseok, Lunar New Year, and Christmas. Some of these holidays are on the lunar calendar, and thus the associated sales do not always fall in the same quarterly period. We expect to continue to experience seasonal trends in our business, making results of operations variable from quarter to quarter. This variability makes it difficult to predict sales and can result in significant fluctuations in our revenue between periods. See \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d Any failure to stock or restock popular products in sufficient amounts or to develop sufficient fulfillment and logistics capacity to meet customer demand could adversely affect our results of operations. When we overstock products, we may be required to take significant inventory markdowns or write-offs and incur commitment costs, which could result in lower margins and higher labor costs as a percentage of sales, which would harm our financial performance."}
-{"_id": "CPNG20230201", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We may also experience increases in our fulfillment and logistics costs due to promotions, split-shipments, changes to our fulfillment and logistics network, and other arrangements necessary to ensure timely delivery during times of high order volume."}
-{"_id": "CPNG20230202", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "If too many customers access our apps or websites within a short period of time due to increased demand, we may experience system interruptions that make our apps or websites unavailable or prevent us from efficiently fulfilling orders, which may reduce the volume of goods we offer or sell and have an adverse effect on our results of operations. In addition, we may be unable to adequately staff our fulfillment and logistics network, including our independent delivery partners, and customer service centers during these peak periods, which may impact our ability to satisfy seasonal or peak demand. Risks related to our fulfillment and logistics infrastructure described above in the risk factor titled \u201cIf we do not successfully operate and manage the expansion of our fulfillment and logistics infrastructure, our business, financial condition, and results of operations could be materially harmed.\u201d are magnified during the holiday seasons."}
-{"_id": "CPNG20230203", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We may expand our operations and offerings into new geographies, which would present new challenges and which may prove unsuccessful and materially and adversely affect our business."}
-{"_id": "CPNG20230205", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "As of December 31, 2023, we have operations and support services in the United States, South Korea, Taiwan, Singapore, China, Japan, and India. We may further expand our operations into new geographies, including, for example, the Farfetch Acquisition on January 30, 2024, which has operations around the globe, including Europe and the Middle East. These expansions could present new risks and challenges and which may prove unsuccessful and materially and adversely affect our business. Further expansion into additional geographies and offerings, such as our entry into the global luxury goods space through Farfetch, will require significant management attention and resources and would require us to localize our offerings to conform to a wide variety of local cultures, business practices, laws, regulations, and policies. Such local cultures, business practices, laws, regulations, and policies in other countries may make it more difficult for us to replicate our business model and anticipate customer demand and preferences. We may be competing with local and international companies that understand the local market better than we do, and we may not benefit from first-to-market advantages. If we are not successful in expanding into particular international geographies or in generating revenue from such international operations, our business, financial condition, and results of operations may be materially and adversely affected. Coupang, Inc.##2023 Form 10-K##17"}
-{"_id": "CPNG20230206", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Acquisitions, strategic investments, partnerships, or alliances could be difficult to identify, pose integration challenges, divert the attention of management, disrupt our business, dilute stockholder value, and materially and adversely affect our business, financial condition, and results of operations."}
-{"_id": "CPNG20230215", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Our success will depend, in part, on our ability to expand our products and services and grow our business in response to changing technologies, customer demands, and competitive pressures. In some circumstances, we may choose to do so through the acquisition of complementary businesses and technologies rather than through organic growth. The identification of suitable acquisition candidates can be difficult, time-consuming, and costly, and we may not be able to successfully complete identified acquisitions. Further, once we have completed an acquisition (such as the Farfetch Acquisition), we may not be able to successfully integrate the acquired business. We face additional risks in connection with acquisitions, including that: \u2022an acquisition may negatively affect our financial condition and results of operations because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by stockholders and third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition; \u2022we may encounter difficulties or unforeseen expenditures in integrating the business, technologies, data security, products, personnel, accounting or operations of any company that we acquire, particularly if key personnel of the acquired company decide not to work for us; \u2022an acquisition may disrupt our ongoing business, divert resources, increase our expenses, and distract our management; \u2022an acquisition may result in a delay or reduction of customer purchases for both us and the company acquired due to customer uncertainty about continuity and effectiveness of service from us or the acquired company; \u2022we may encounter difficulties in selling or utilizing any acquired products or services, or we may be unable to do so successfully or at all; \u2022our use of cash to pay for acquisitions would limit other potential uses for our cash; \u2022if we incur debt to fund an acquisition, such debt may subject us to material restrictions on our ability to conduct our business, or require us to comply with certain financial maintenance covenants which may adversely affect our ability to conduct our business; and \u2022if we issue a significant amount of equity securities in connection with future acquisitions, existing stockholders may be diluted and earnings per share may decrease or losses per share may increase."}
-{"_id": "CPNG20230216", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "The occurrence of any of these foregoing risks could have a material adverse effect on our business, financial condition, and results of operations."}
-{"_id": "CPNG20230217", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Our business depends on the continued growth of online commerce and the increased acceptance of online transactions by potential customers."}
-{"_id": "CPNG20230218", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Online commerce is still developing in the geographies in which we operate. Our future revenue depends substantially on our customers, suppliers, merchants, and advertisers accepting the Internet as a way to conduct commerce, to purchase goods and services, and to carry out financial transactions. For us to grow our customer base successfully, more customers, merchants, and suppliers must accept and adopt new ways of conducting business and exchanging information, including through mobile devices. Further, service interruptions in Internet access could prevent customers from accessing our apps or websites and placing orders, and frequent interruptions could discourage customers from using our apps or websites, which could cause us to lose customers and harm our results of operations. In addition, we have no control over the costs of the services provided by the telecommunications operators. For more, see the risk factor titled \u201cOur business depends on network and mobile infrastructure, third-party data center hosting facilities, other third-party providers, and our ability to maintain and scale our technology. Any significant interruptions or delays in service on our apps or websites or any undetected errors or design faults could result in limited capacity, reduced demand, processing delays, and loss of customers, suppliers, or merchants.\u201d"}
-{"_id": "CPNG20230219", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Acceptance and use of the Internet are critical to our growth and the occurrence of any one or more of the above challenges could have a material adverse effect on our business, financial condition, and results of operations."}
-{"_id": "CPNG20230220", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "If the mobile solutions available to our merchants and customers are not effective, the use of our apps, websites, and marketplaces could decline."}
-{"_id": "CPNG20230222", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Purchases made on mobile devices by customers have increased significantly in recent years. Our suppliers and merchants are also increasingly using mobile devices to operate their businesses on our apps and websites. If we are unable to deliver a rewarding experience on mobile devices, our ability and the ability of our merchants to manage and scale our respective businesses may be harmed and, consequently, our business may suffer. Coupang, Inc.##2023 Form 10-K##18"}
-{"_id": "CPNG20230223", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "As new mobile devices and operating systems are released, we may encounter problems in developing or supporting applications for them. In addition, supporting new devices and mobile device operating systems may require substantial time and resources."}
-{"_id": "CPNG20230228", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "The success of our mobile applications could also be harmed by factors outside our control, such as: \u2022actions taken by providers of mobile operating systems or mobile application download stores; \u2022unfavorable treatment received by our mobile applications, especially as compared to competing applications, such as the placement of our mobile applications in a mobile application download store; \u2022increased costs to distribute or use our mobile applications; or \u2022changes in mobile operating systems, such as iOS and Android, that degrade the functionality of our mobile websites or mobile applications or that give preferential treatment to competitive products."}
-{"_id": "CPNG20230229", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "If merchants and customers encounter difficulty accessing or using our apps or websites on their mobile devices, or if they choose not to use our apps or websites on their mobile devices, our business, financial condition, and results of operations may be adversely affected."}
-{"_id": "CPNG20230230", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Failure to deal effectively with fraudulent activities on our apps or websites would increase our fraud losses and harm our business and could severely diminish merchant and customer confidence in and use of our services."}
-{"_id": "CPNG20230231", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We face risks with respect to fraudulent activities on our apps or websites and periodically receive complaints from customers who assert they have not received the goods they purchased or that goods they received were fraudulent, from merchants who may not have received payment for goods that were purchased, or from manufacturers or others who assert that their intellectual property is being infringed."}
-{"_id": "CPNG20230232", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Although we have implemented measures to detect and reduce the occurrence of fraudulent activities, combat bad customer experiences, and increase customer satisfaction, including encouraging reporting of concerns, gating and monitoring higher-risk activities, evaluating merchants on the basis of their transaction history, and restricting or suspending some merchants, we cannot assure you that these measures will be effective in combating fraudulent transactions or improving overall satisfaction among merchants and customers. We will need to evolve to combat fraudulent activities as they develop. Any failure to so evolve could result in loss of customer trust. At the same time, the implementation of additional measures to address fraud could negatively affect the attractiveness of our offerings to customers and merchants, or create friction in our customers\u2019 experience."}
-{"_id": "CPNG20230233", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We rely on Coupang Pay to conduct a substantial amount of the payment processing across our business. If Coupang Pay\u2019s services were limited, restricted, curtailed, or degraded in any way, or become unavailable to us or our customers for any reason, our business may be adversely affected."}
-{"_id": "CPNG20230234", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Coupang Pay, our digital financial services offering, provides our customers with convenient payment processing. These services are critical to our business. We rely on the convenience and ease of use that Coupang Pay provides to our customers and merchants. If the quality, utility, convenience, or attractiveness of Coupang Pay\u2019s services declines for any reason, the attractiveness of our offerings to customers and merchants could be harmed."}
-{"_id": "CPNG20230243", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Coupang Pay is subject to a number of risks, if they were to materialize, that could materially and adversely affect its ability to provide payment processing services to us, including, but not limited to: \u2022dissatisfaction with Coupang Pay\u2019s services or lower use of Coupang Pay by customers and merchants; \u2022increasing competition, including from other established companies, payment service providers, and companies engaged in other financial technology services; \u2022changes to rules or practices applicable to payment systems that link to Coupang Pay; \u2022breach of customers\u2019 privacy and concerns over the use and security of information collected from customers and any related negative publicity or liability relating thereto; \u2022service outages, system failures, or failure to effectively scale the system to handle large and growing transaction volumes; \u2022increasing costs to Coupang Pay, including fees charged by banks to process transactions through Coupang Pay, which would also increase our cost of revenue; \u2022negative news about and social media coverage on Coupang Pay, its business, its service offerings, or matters relating to Coupang Pay\u2019s data security and privacy; and \u2022failure to manage customer funds accurately or loss of customer funds, whether due to employee fraud, security breaches, technical errors, or otherwise."}
-{"_id": "CPNG20230245", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Coupang Pay\u2019s services are highly regulated. Coupang Pay is required to comply with numerous complex and evolving laws, rules, and regulations, particularly in the areas of online and mobile payment services. In addition, as Coupang Pay expands the type and reach of its services within Korea and into international geographies, it will become subject to additional legal and regulatory risks Coupang, Inc.##2023 Form 10-K##19"}
-{"_id": "CPNG20230246", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "and scrutiny. Any failure, or deemed failure, by Coupang Pay to comply with existing or new laws, regulations or orders of any governmental authority may subject us to significant fines, penalties, criminal and civil lawsuits; result in additional compliance and licensure requirements; cause us to lose existing licenses or prevent or delay us from obtaining additional licenses that may be required for our business; increase regulatory scrutiny of our business; divert management\u2019s time and attention from our business; restrict our operations; lead to increased friction for customers; force us to make changes to our business practices, products or operations; require us to engage in remediation activities; or delay planned transactions, product launches or improvements. Any of the foregoing could, individually or in the aggregate, harm our reputation, damage our brands and business, and adversely affect our results of operations and financial condition."}
-{"_id": "CPNG20230247", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Increases in food, energy, labor, and other costs could materially and adversely affect our results of operations."}
-{"_id": "CPNG20230248", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Factors such as inflation, increased food costs, increased labor and employee benefit costs, increased rental costs, or increased energy costs have increased, and may continue to increase, our operating costs and those of our suppliers and independent contractors. Many of the factors affecting suppliers and independent contractors are beyond the control of these parties. In many cases, these increased costs may cause suppliers and independent contractors to spend less time providing services to our customers or to seek alternative sources of income. Likewise, these increased costs may cause suppliers and independent contractors to pass costs on to us and our customers by increasing prices, which would likely cause order volume to decline, and may cause suppliers or independent contractors to cease operations altogether."}
-{"_id": "CPNG20230249", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We rely on our merchants to provide a remarkable experience to our customers."}
-{"_id": "CPNG20230250", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Our marketplace provides many small- and medium-sized businesses with access to customers across Korea. Aggregating their products in one convenient forum provides convenience to customers and an increased business opportunity to merchants. We have policies and procedures to protect both merchants and customers on our marketplace. However, we do not control the merchants, who are independent, third-party businesses. In most cases, the merchants provide fulfillment and arrange for third-party delivery of the orders placed by our customers."}
-{"_id": "CPNG20230251", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "A small portion of customers complain to us about their experience with our merchants. For example, customers may report that they have not received the items that they purchased, that the items received were not as represented by a merchant, or that a merchant has not been responsive to their questions or complaints. We have customer service resources to process such complaints, but we cannot guarantee that these resources have or will resolve all concerns. Similarly, we occasionally identify merchants who are unable to fulfill orders within a timeframe or in a manner consistent with customer expectations."}
-{"_id": "CPNG20230252", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Negative publicity and sentiment generated as a result of these types of complaints or any associated enforcement action taken against merchants could reduce our ability to attract and retain our merchants and customers or damage our reputation. A perception that our levels of responsiveness and support for our merchants and customers are inadequate could have similar results. In some situations, we may choose to reimburse our customers for their purchases, but we may not be able to recover the funds we expend for those reimbursements. Although we focus on enhancing customer service, our efforts may be unsuccessful and our merchants and customers may be disappointed in their experience and not return."}
-{"_id": "CPNG20230253", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Anything that prevents the timely processing of orders or delivery of goods to our customers could harm our merchants. Service interruptions and delivery delays may be caused by events that are beyond the control of our merchants, such as transportation disruptions, natural disasters, inclement weather, (including as a result of climate change), terrorism, public health crises, or political unrest. Additionally, disruptions in the operations of a substantial number of our merchants could also result in negative experiences for a substantial number of our customers, which could harm our reputation and brand. If our customers have a negative experience in the purchase of these products, whether due to quality or timing of delivery, our business, financial condition, and results of operations could be adversely affected."}
-{"_id": "CPNG20230254", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Changes to our customer satisfaction program could increase our expenses."}
-{"_id": "CPNG20230256", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Our customer satisfaction program protects customers from fraudulent transactions, as well as if they do not receive the items ordered or if the items received are significantly different from their descriptions. The risk of loss from our customer satisfaction program is specific to individual customers and transactions, and may also be impacted by modifications to this program resulting from changes in regulatory requirements, or changes that we decide to implement, such as expanding the scope of transactions covered. Increases in our expenses, including as a result of changes to our customer satisfaction program, could negatively impact our business. Coupang, Inc.##2023 Form 10-K##20"}
-{"_id": "CPNG20230257", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We are subject to payment-related risks, and if payment processors are unwilling or unable to provide us with payment processing services or impose onerous requirements on us in order to access their services, or if they increase the fees they charge us for these services, our business, financial condition, and results of operations could be materially and adversely affected."}
-{"_id": "CPNG20230258", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We accept payments using a variety of methods, including credit and debit cards, money transfers, and Coupang Pay. For certain payment methods, including credit and debit cards, we pay bank interchange and other fees. These fees may increase over time, which would increase our operating costs and adversely affect our results of operations. We use third parties to provide payment processing services, including the processing of credit and debit cards. Our business may be disrupted for an extended period of time if any of these companies becomes unwilling or unable to provide these services to us. We are also subject to payment card association operating rules, certification requirements, and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and/or lose our ability to accept credit and debit card payments from customers or facilitate other types of online payments, and our business could be harmed. Moreover, although the payment gateways we use are contractually obligated to indemnify us with respect to liability arising from fraudulent payment transactions, if such fraudulent transactions are related to credit card transactions and become excessive, they could potentially result in our losing the right to accept credit cards for payment. If any of these events were to occur, our business, financial condition, and results of operations could be adversely affected."}
-{"_id": "CPNG20230259", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Our business depends on network and mobile infrastructure, third-party data center hosting facilities, other third-party providers, and our ability to maintain and scale our technology. Any significant interruptions or delays in service on our apps or websites or any undetected errors or design faults could result in limited capacity, reduced demand, processing delays, and loss of customers, suppliers, or merchants."}
-{"_id": "CPNG20230260", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "A key element of our strategy is to generate a high volume of traffic on, and use of, our apps and websites. Our reputation and ability to attract, retain, and serve our customers are dependent upon the reliable performance of our apps and websites and the underlying network infrastructure. As our customer base and the amount of information shared on our apps and websites continue to grow, we will need an increasing amount of network capacity and computing power. We have spent and expect to continue to spend substantial amounts on data centers and equipment and related network infrastructure to handle the traffic on our apps and websites. The operation of these systems is complex and could result in operational failures. In the event that the volume of traffic of our customers exceeds the capacity of our current network infrastructure or in the event that our customer base or the amount of traffic on our apps and websites grows more quickly than anticipated, we may be required to incur significant additional costs to enhance the underlying network infrastructure. Interruptions or delays in these systems, whether due to system failures, computer viruses, physical or electronic break-ins, undetected errors, design faults, or other unexpected events or causes, could affect the security or availability of our apps and websites and prevent our customers from accessing our apps and websites. If sustained or repeated, these performance issues could reduce the attractiveness of our products and services. In addition, the costs and complexities involved in expanding and upgrading our systems may prevent us from doing so in a timely manner and may prevent us from adequately meeting the demand placed on our systems. Any interruption or inadequacy that causes performance issues or interruptions in the availability of our apps or websites could reduce customer satisfaction and result in a reduction in the number of customers purchasing our products and services."}
-{"_id": "CPNG20230261", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We depend on the development and maintenance of the Internet and mobile infrastructure. This includes maintenance of reliable Internet and mobile infrastructure with the necessary speed, data capacity, and security, as well as timely development of complementary products, for providing reliable Internet and mobile access. We also use and rely on services from other third parties, such as our telecommunications services and credit card processors, and those services may be subject to outages and interruptions that are not within our control. Failures by our telecommunications providers may interrupt our ability to provide phone support to our customers and distributed denial-of-service attacks directed at our telecommunication service providers could prevent customers from accessing our apps or websites. In addition, we have in the past and may in the future experience down periods where our third-party credit card processors are unable to process the online payments of our customers, disrupting our ability to receive customer orders. Our business, financial condition, and results of operations could be adversely affected if for any reason the reliability of our Internet, telecommunications, payment systems, and mobile infrastructure is compromised."}
-{"_id": "CPNG20230263", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We offer our products through our apps and websites using the data centers of Amazon Web Services (\"AWS\"), a provider of cloud infrastructure services. We rely on the Internet to communicate with our customers and merchants and, accordingly, depend on the continuous, reliable, and secure operation of Internet servers, related hardware and software, and network infrastructure. Our operations depend on protecting the virtual cloud infrastructure hosted in AWS and its configuration, architecture, and interconnection specifications, as well as the information stored in these virtual data centers and which third-party Internet service providers transmit. Furthermore, we have no physical access or control over the services provided by AWS and we cannot quickly or easily switch our operations to another third-party cloud infrastructure service provider. A prolonged AWS service disruption affecting our apps or websites could damage our reputation with current and potential customers, expose us to liability, cause us to lose customers, or otherwise harm our business. We may also incur significant costs in connection with switching to or using alternative cloud services or taking other actions in preparation for, or in reaction to, events that impact our ability to use AWS services. Damage or interruptions to these data centers could harm our business. Moreover, negative publicity arising from these types of disruptions could damage our reputation and may adversely impact use of our apps and websites. Coupang, Inc.##2023 Form 10-K##21"}
-{"_id": "CPNG20230264", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "AWS enables us to access and use its service offerings in varying amounts and sizes, and across multiple regions. AWS provides us with cloud infrastructure services pursuant to an agreement that continues until terminated by either party. AWS may terminate the agreement for any reason by providing us with at least two years\u2019 notice. AWS may also terminate the agreement for cause upon 30 days\u2019 notice, which, in certain instances, is subject to our right to issue an escalation notice, if (i) we are in material breach of the agreement and the material breach remains uncured for a period of 30 days from receipt of notice of such breach, (ii) our use of the service offerings under the agreement (a) poses a security risk to the AWS service offerings or any third party, (b) risks adversely impacting AWS\u2019 systems, the AWS service offerings, or the systems or content of any other AWS customer, or (c) risks subjecting AWS or its affiliates to liability, and in each case, such acts or omissions that are curable are not cured within such 30 day period, (iii) we or our end users are not in compliance with the AWS acceptable use policy or the licensing terms and restrictions set out in the agreement, and such acts or omissions that are curable are not cured within such 30 day period, (iv) we fail to resolve a dispute involving payment of fees, and the disputed amount is not paid within a defined escalation period, except that AWS must first use commercially reasonable efforts to complete a dispute resolution process before terminating the agreement under such provision, and (v) in order to comply with applicable law or binding orders of governmental entities. AWS may also discontinue a service offering that it makes generally available to its customers by providing us with at least 12 months\u2019 prior notice, except that AWS is not obligated to provide such notice if the discontinuation is necessary to address an emergency or threat to the security or integrity of AWS, respond to claims, litigation, or loss of license rights related to third-party intellectual property rights, or to comply with law or the requests of a government entity. AWS agrees that it will not make any such discontinuation in a manner that applies only to us, and not to the other AWS customers generally or to a subset of AWS customers. Termination or suspension of the AWS agreement or the underlying service offerings may harm our ability to access data centers we need to host our apps and websites or to do so on similar terms as those we have with AWS."}
-{"_id": "CPNG20230265", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We also rely on e-mail service providers, bandwidth providers, Internet service providers, and mobile networks to deliver e-mail and \u201cpush\u201d communications to customers and to allow customers to access our apps and websites. Any damage to, or failure of, our systems or the systems of our third-party data centers or our other third-party providers could result in interruptions to the availability or functionality of our apps and websites. As a result, we could lose customer data and miss order fulfillment deadlines, which could result in decreased sales, increased overhead costs, excess inventory, and product shortages. If for any reason our arrangements with our data centers or third-party providers are terminated or interrupted, such termination or interruption could materially and adversely affect our business, financial condition, and results of operations. We exercise little control over these providers, which increases our vulnerability to problems with the services they provide. We could experience additional expense in arranging for new facilities, technology, services, and support. In addition, the failure of our third-party data centers or any other third-party providers to meet our capacity requirements could result in interruption in the availability or functionality of our apps and websites."}
-{"_id": "CPNG20230266", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "The satisfactory performance, reliability, and availability of our apps, websites, transaction processing systems, and technology infrastructure are critical to our reputation and our ability to attract and retain customers, as well as to maintain adequate customer service levels. Our revenue depends on the number of customers who shop on our apps and websites and the volume of orders that we can handle. Unavailability of our apps or websites or reduced order fulfillment performance would reduce the volume of goods sold and could also materially and adversely affect customer perception of our brand. Any slowdown or failure of our apps, websites, or the underlying technology infrastructure could harm our business, reputation, and ability to attract, retain, and serve our customers."}
-{"_id": "CPNG20230267", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "The occurrence of a natural disaster, power loss, telecommunications failure, data loss, computer virus, an act of terrorism, cyberattack, vandalism or sabotage, act of war or any similar event, or a decision to close our third-party data centers on which we normally operate or the facilities of any other third-party provider without adequate notice or other unanticipated problems at these facilities could result in lengthy interruptions in the availability of our apps and websites. If a natural or man-made disaster, pandemic, blackout, or other unforeseen event were to occur that disrupted the ability to obtain an Internet connection, we may experience a slowdown or delay in our operations."}
-{"_id": "CPNG20230269", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "In addition, certain of our hardware, including data servers, are located at an offsite data center, and certain other equipment is located within our headquarters. Such infrastructure systems are vulnerable to damage or interruption as a result of war, floods, fires, power loss, telecommunications failures, human error, and other similar events. While we have some limited disaster recovery arrangements in place, our preparations may not be adequate to account for disasters or similar events that may occur in the future and may not effectively permit us to continue operating in the event of any problems with respect to our systems or those of our third-party data centers or any other third-party facilities. Our disaster recovery and data redundancy plans may be inadequate, and our business interruption insurance may not be sufficient to compensate us for the losses that could occur. If any such event were to occur, our business, financial condition, and results of operations may be adversely affected. Coupang, Inc.##2023 Form 10-K##22"}
-{"_id": "CPNG20230270", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Our business could be disrupted by catastrophic occurrences and similar events."}
-{"_id": "CPNG20230271", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Our business and the infrastructure on which our business relies is vulnerable to damage or interruption from catastrophic occurrences, such as earthquakes, floods, fires, extreme weather events (whether as a result of climate change or otherwise), power loss, telecommunication failures, criminal acts, sabotage, other intentional acts of violence, vandalism and misconduct, war, civil unrest, terrorist attacks, geopolitical events, including those related to hostilities between North and South Korea and tensions between China and Taiwan, disease and pandemics, and similar events. For example, in June 2021, there was a fire at our Deokpyeong fulfillment center which caused extensive damage to our fulfillment center and delayed delivery. Our Korean corporate offices and certain of the data centers in which we operate are located in regions known for seismic activity. Despite any precautions we may take, the occurrence of a natural or man-made disaster or other unanticipated problems at our facilities or the facilities of our cloud providers could result in disruptions, outages, and other performance and quality problems. If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster and to execute successfully on those plans in the event of a disaster or emergency, our business would be seriously harmed."}
-{"_id": "CPNG20230272", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "The frequency and intensity of weather events related to climate change are increasing, which could increase the likelihood and severity of such disasters as well as related damage and business interruption. The long-term impacts of climate change, whether involving physical risks (such as extreme weather conditions, drought, or rising sea levels) or transition risks (such as regulatory or technology changes or increased operating costs, including the cost of insurance) are expected to be widespread and unpredictable. Certain impacts of physical risk may include: temperature changes that increase the heating and cooling costs at fulfillment centers; extreme weather patterns that affect the production or sourcing of certain products or commodities; and flooding and extreme storms that damage or destroy our buildings and inventory. Impacts of transition risks may include: changes in energy and commodity prices driven by climate-related weather events; prolonged climate-related events affecting macroeconomic conditions with related effects on consumer spending and confidence; stakeholder perception of our engagement in climate-related policies; new regulatory requirements resulting in higher compliance risk and operational costs; and increased insurance costs."}
-{"_id": "CPNG20230273", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all."}
-{"_id": "CPNG20230274", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We have funded our operations since inception primarily through equity and debt financings and revenue generated from our business. We cannot be certain when or if our operations will generate sufficient cash to fully fund our ongoing operations or the growth of our business. We intend to continue to make investments to support the development of our various apps and websites and expansion of our commercial offerings, and will require additional funds for such development and expansion. We may need additional funding for marketing expenses and to develop and expand sales resources, develop new features or enhance our marketplace or other offerings, improve our operating infrastructure, or acquire complementary businesses and technologies. Accordingly, we might need or may want to engage in future equity or debt financings to secure additional funds. Additional financing may not be available on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, our ability to develop our apps and websites, support our business growth and respond to business challenges could be significantly impaired, and our business, financial condition, and results of operations may be adversely affected."}
-{"_id": "CPNG20230275", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "The terms of any additional debt we may incur in the future could restrict our ability to effectively conduct our operations. Furthermore, if we raise capital through the issuance of additional equity securities, the new equity securities could have rights senior to those of our Class A common stock. Because our decision to raise additional capital will depend on numerous considerations, including factors beyond our control, we cannot predict or estimate the amount, timing, or nature of any future debt or equity financings, or terms on which any such financings may be completed."}
-{"_id": "CPNG20230276", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We face risks associated with our investment portfolio."}
-{"_id": "CPNG20230277", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Our investment policies and strategies may result in a variety of short-term and long-term investments. These investments may include (either directly or indirectly) obligations (including certificates of deposit) of banks, money market funds, government securities, and other short-term securities. These investments are subject to general market, interest rate, credit and liquidity risks, and such risks may be exacerbated during periods of unusual financial market volatility. Investments in these securities and funds are not insured against loss of principal. Under certain circumstances, we may be required to redeem all or part of these securities or funds at less than par value. A decline in the value of our investments, or a delay or suspension of our right to redeem them, may have a material adverse effect on our results of operations, liquidity and financial condition."}
-{"_id": "CPNG20230278", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Restrictions in our credit agreements could materially and adversely affect our operating flexibility."}
-{"_id": "CPNG20230285", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We are party to a senior unsecured revolving credit facility as well as various other credit agreements. Our credit agreements may limit our ability to, among other things: \u2022incur or guarantee additional debt; \u2022make certain investments and acquisitions; \u2022make certain restricted payments and prepayments of certain indebtedness; Coupang, Inc.##2023 Form 10-K##23 \u2022incur certain liens or permit them to exist; and \u2022make fundamental changes and dispositions (including dispositions of equity interests of any subsidiary guarantors)."}
-{"_id": "CPNG20230286", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "Our revolving credit facility also contains covenants requiring us to maintain certain financial ratios. The provisions of our revolving credit facility may affect our ability to obtain future financing and to pursue attractive business opportunities and our flexibility in planning for, and reacting to, changes in business conditions. As a result, restrictions in our revolving credit facility could adversely affect our business, financial condition, and results of operations. In addition, a failure to comply with the provisions of our revolving credit facility could result in a default or an event of default that could enable our lenders to declare the outstanding principal of that debt, together with accrued and unpaid interest, to be immediately due and payable. If the payment of outstanding amounts under our revolving credit facility is accelerated, our assets may be insufficient to repay such amounts in full, and our common stockholders could experience a partial or total loss of their investment. Please see \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u2014Liquidity and Capital Resources.\u201d"}
-{"_id": "CPNG20230287", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We have had material weaknesses previously reported in our internal control over financial reporting that have been remediated, but if we fail to properly manage our internal control over financial reporting on a go forward basis, future material weaknesses could be identified that could result in a material misstatement in our financial statements."}
-{"_id": "CPNG20230288", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. In order to properly manage our internal control over financial reporting, we may need to take additional measures, including system migration and automation, and we cannot be certain that the measures we have taken, and expect to take, to improve our internal controls will be sufficient to ensure that our internal controls will remain effective and eliminate the possibility that other material weakness or deficiencies may develop or be identified in the future. Implementing any changes to our internal controls may distract our officers and employees and require expenditures to implement new process or modify our existing processes. If we experience future material weaknesses or deficiencies in internal controls (whether due to acquisitions or otherwise) and we are unable to correct them in a timely manner, our ability to record, process, summarize and report financial information accurately and within the time periods specified in the rules and forms of the U.S. Securities and Exchange Commission, will be adversely affected. Any such failure could result in investors losing confidence in the accuracy and completeness of our financial reports, the market price of our Class A common stock could be adversely affected, and we could become subject to litigation or investigations by the New York Stock Exchange (the \u201cNYSE\u201d), the SEC, Korean authorities, or other regulatory authorities, which could require additional financial and management resources and materially and adversely affect our business and results of operations."}
-{"_id": "CPNG20230289", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "As a public reporting company, we are subject to rules and regulations established from time to time by the SEC and the NYSE regarding our internal control over financial reporting. We may not complete needed improvements to our internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in us and, as a result, the price per share of our Class A common stock could decline."}
-{"_id": "CPNG20230291", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We are a public reporting company subject to the rules and regulations established from time to time by the SEC and the NYSE. These rules and regulations will require, among other things, that we establish and periodically evaluate procedures with respect to our internal control over financial reporting. Reporting obligations as a public company are likely to place a considerable strain on our financial and management systems, processes, and controls, as well as on our personnel. In addition, as a public company we are required to document and test our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that our management can certify as to the effectiveness of our internal control over financial reporting. Likewise, our independent registered public accounting firm is required to provide an attestation report on the effectiveness of our internal control over financial reporting. If our management is unable to certify the effectiveness of our internal control or if our independent registered public accounting firm cannot deliver a report attesting to the effectiveness of our internal control over financial reporting, or if we identify or fail to remediate any significant deficiencies or material weaknesses in our internal control, we could be subject to regulatory scrutiny and a loss of public confidence, which could seriously harm our reputation, and the price per share of our Class A common stock could decline. Further, if we do not maintain adequate financial and management personnel, processes, and controls, we may not be able to manage our business effectively or accurately report our financial performance on a timely basis, our business could be adversely affected and the price per share of our Class A common stock price could decline. Coupang, Inc.##2023 Form 10-K##24"}
-{"_id": "CPNG20230292", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "The requirements of being a public company may strain our resources, divert management\u2019s attention, and affect our ability to attract and retain executive management and qualified board members."}
-{"_id": "CPNG20230293", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "As a public company, we are subject to the reporting requirements of Exchange Act, the corporate governance requirements of the NYSE, and other applicable securities rules and regulations. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming, and costly, and place significant strain on our personnel, systems, and resources. For example, the Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and results of operations. As a result of the complexity involved in complying with the rules and regulations applicable to public companies, our management\u2019s attention may be diverted from other business concerns, which could adversely affect our business, financial condition, and results of operations."}
-{"_id": "CPNG20230294", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "We may need to hire more employees in the future or engage outside consultants, which will increase our operating expenses. In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time-consuming. These laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We have invested and will continue to invest substantial resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of management\u2019s time and attention from business operations to compliance activities."}
-{"_id": "CPNG20230295", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "In addition to changes in the legal landscape, we intend to continue innovating in our existing business and expand into new business opportunities. These new business opportunities could present new and unfamiliar legal risks. If our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed."}
-{"_id": "CPNG20230296", "title": "CPNG Risks Related to Our Business and Our Industry", "text": "As a result of the disclosure obligations required of a public company, our business and financial condition are more visible, which may result in an increased risk of threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business, financial condition, and results of operations could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, would divert the resources of our management and could adversely affect our business, financial condition, and results of operations. In addition, as a public company, we may be subject to heightened governmental scrutiny or actions or proceedings brought by governmental regulators, which may exacerbate some or all of the foregoing risks."}
-{"_id": "CPNG20230298", "title": "CPNG Risks Related to Labor and Employment", "text": "If we are unable to recruit, train, and retain qualified personnel or sufficient workforce while controlling our labor costs, our business may be materially and adversely affected."}
-{"_id": "CPNG20230299", "title": "CPNG Risks Related to Labor and Employment", "text": "Our future success depends, to a significant extent, on our ability to recruit, train, and retain qualified personnel, particularly technical, fulfillment, marketing, infrastructure, customer service center, and other back office functions and operational personnel. Since our industry is characterized by high demand and intense competition for talent and labor, we can provide no assurance that we will be able to attract or retain qualified staff or other highly skilled employees that we will need to achieve our strategic objectives."}
-{"_id": "CPNG20230300", "title": "CPNG Risks Related to Labor and Employment", "text": "Our fulfillment infrastructure requires a substantial number of workers, and these positions tend to have higher than average turnover. During certain periods there may be shortages of labor supply for our workforce, which, could increase our labor costs and make it difficult to hire and deploy a sufficient number of people to operate our fulfillment network as efficiently as we would like. Failure to hire and retain capable fulfillment, delivery personnel, and other labor support may lead to underperformance of these functions and cause disruption to our business. Labor costs in Korea have increased in connection with heightened scrutiny of workplace conditions. Therefore, to maintain and enhance our competitiveness, we may from time to time need to adjust certain elements of our operations in response to evolving economic conditions, political climate, and business needs. These adjustments, however, may not be sufficient to allow us to address the various challenges we face or improve our results of operations and financial performance as expected."}
-{"_id": "CPNG20230301", "title": "CPNG Risks Related to Labor and Employment", "text": "Any failure to address these fulfillment infrastructure risks and uncertainties could materially and adversely affect our financial conditions and results of operations."}
-{"_id": "CPNG20230302", "title": "CPNG Risks Related to Labor and Employment", "text": "We are subject to fair trade, labor, employment, and workplace health and safety laws and regulations in Korea and other jurisdictions, which continue to evolve and have and will continue to affect some of our operations and our financial performance."}
-{"_id": "CPNG20230304", "title": "CPNG Risks Related to Labor and Employment", "text": "We have a workforce consisting of thousands of employees and independent contractors. We are subject to laws and regulations relating to labor and employment, including requirements on how we recruit, hire, employ, manage, train, discipline, and separate employees and independent contractors in all jurisdictions where we do business, including Korea. Coupang, Inc.##2023 Form 10-K##25"}
-{"_id": "CPNG20230305", "title": "CPNG Risks Related to Labor and Employment", "text": "We have been and will continue to be subject to inspections, investigations, disputes, and litigation relating to these labor and employment laws and regulations."}
-{"_id": "CPNG20230306", "title": "CPNG Risks Related to Labor and Employment", "text": "Additional laws and regulations affecting our operations may be adopted in the future. The impact of any new laws or regulations or our failure to comply with these laws and regulations may adversely affect our business, financial condition, and results of operations."}
-{"_id": "CPNG20230307", "title": "CPNG Risks Related to Labor and Employment", "text": "Union activities could affect our business."}
-{"_id": "CPNG20230308", "title": "CPNG Risks Related to Labor and Employment", "text": "The Constitution of the Republic of Korea provides workers with rights to collective bargaining and collective action. Currently, some of our workforce are members of labor unions, with which we are currently negotiating collective bargaining agreements. Unionization of more of our employees or any of our independent delivery partners, actual or threatened strikes, work stoppages or slowdowns may occur and could have an adverse impact on our business, financial condition, or results of operations."}
-{"_id": "CPNG20230309", "title": "CPNG Risks Related to Labor and Employment", "text": "Our business could be adversely affected from an accident, health and safety incident, or workforce disruption."}
-{"_id": "CPNG20230310", "title": "CPNG Risks Related to Labor and Employment", "text": "Our fulfillment and logistics processes and related activities, as well as our last mile delivery logistics activities are subject to significant regulation. For example, Korean laws and regulations specify very broad and technical safety and health obligations on the employer and service recipient company. Breach of such obligations could result in penalties, such as criminal sanctions, administrative fines, and corrective measure orders. The Korean Ministry of Employment and Labor may also order work suspension or use suspension of machinery/equipment if it identifies harmful or dangerous conditions in the workplaces. A breach of the above obligations by the employer or the service recipient company may result in potential civil liability. If we are unable to timely adapt to changing norms and requirements around maintaining a safe workplace, it could cause employee illness, accidents, or worker discontent."}
-{"_id": "CPNG20230311", "title": "CPNG Risks Related to Labor and Employment", "text": "While we maintain liability insurance in amounts and of the type generally consistent with industry practice, the amount of such coverage may not be adequate to cover fully all claims, and we may be forced to bear substantial losses from an accident or safety incident resulting from our fulfillment or last mile delivery activities. For example, in June 2021, there was a fire at our Deokpyeong fulfillment center which caused extensive damage to our property and inventories and resulted in a material write-off for 2021. In addition, our business was negatively impacted by, but not limited to, delay in delivery, response to investigations in relation to the fire, and compensation for damages caused. Further, negative publicity related to workforce safety could have an adverse effect on our business, prospects, financial condition, and results of operations."}
-{"_id": "CPNG20230313", "title": "CPNG Risks Related to Doing Business in Korea", "text": "There are special risks involved with investing in Korean companies, including the possibility of restrictions being imposed by the Korean government in emergency circumstances, accounting and corporate disclosure standards that differ from those in other jurisdictions, and the risk of direct or vicarious criminal liability for executive officers of our Korean affiliates."}
-{"_id": "CPNG20230314", "title": "CPNG Risks Related to Doing Business in Korea", "text": "Our wholly-owned subsidiary, Coupang Corp., is a Korean company, and Coupang Corp. and its Korean affiliates operate in a business and cultural environment that is different from that of other countries. For example, under the Foreign Exchange Transaction Act of Korea, if the Korean government determines that in certain emergency circumstances, including sudden fluctuations in interest rates or exchange rates, extreme difficulty in stabilizing the balance of payments or substantial disturbance in the Korean financial and capital markets are likely to occur, it may impose any necessary restriction such as requiring Korean or foreign investors to obtain prior approval from the Minister of Economy and Finance of Korea prior to entering into a capital markets transaction, repatriating interest, dividends or sales proceeds arising from Korean securities or from the disposition of such securities or other transactions involving foreign exchange. Although investors hold shares of our Class A common stock, Coupang Corp. may experience adverse risks and in turn could adversely impact our business, prospects, financial condition, and results of operations and could lead to a decline in the price per share of our Class A common stock."}
-{"_id": "CPNG20230315", "title": "CPNG Risks Related to Doing Business in Korea", "text": "We also have significant subsidiaries in Korea that have statutory financial statement filing requirements. They are subject to disclosure requirements by the Korean regulators, which will involve periodical public filings of financial information under local accounting standards. These local accounting standards may differ from those of U.S. GAAP."}
-{"_id": "CPNG20230316", "title": "CPNG Risks Related to Doing Business in Korea", "text": "In addition, under Korean law, there are circumstances in which certain executive officers of a company may be investigated or held criminally liable either directly or vicariously for the actions of the company and its executives and employees. For example, complaints alleging infringement of intellectual property rights, breaches of certain Korean laws (e.g., labor standards laws and fair trade laws), and product-related claims may be investigated and prosecuted as criminal offenses with both the company and the company\u2019s executive officers being named as defendants in such proceedings. These risks change over time."}
-{"_id": "CPNG20230318", "title": "CPNG Risks Related to Doing Business in Korea", "text": "As a result of these current and changing risks, our Korean affiliates\u2019 executive officers have in the past been named, and may be named in the future, in criminal investigations or proceedings stemming from our operations. In Korea, company executive officers being named in such investigations or proceedings is a common occurrence, even though in practice many such cases result in no liability to the individual. If our executive officers were to be named in such criminal proceedings or held either directly or vicariously criminally liable for the actions of the company and its executives and employees, our business, financial condition, and results of operations may be harmed. Coupang, Inc.##2023 Form 10-K##26"}
-{"_id": "CPNG20230319", "title": "CPNG Risks Related to Doing Business in Korea", "text": "Coupang Corp.\u2019s transactions with its subsidiaries and affiliates may be restricted under Korean fair trade regulations."}
-{"_id": "CPNG20230320", "title": "CPNG Risks Related to Doing Business in Korea", "text": "Coupang Corp. enters into business relationships and transactions with its subsidiaries and affiliates, which are subject to scrutiny by the Korean Fair Trade Commission (the \u201cKFTC\u201d) as to, among other things, whether such relationships and transactions constitute undue financial support among companies in the same business group. If, in the future, the KFTC determines that Coupang Corp. has engaged in transactions that violate the fair trade laws and regulations, it may be subject to an administrative and/or criminal fine, surcharge or other actions, which may have an adverse effect on our business, financial condition, and results of operations."}
-{"_id": "CPNG20230321", "title": "CPNG Risks Related to Doing Business in Korea", "text": "Our Korean subsidiary, Coupang Corp., and a group of companies affiliated with it have been designated an affiliated group under Korean law, which would require that group of companies to make certain disclosures and implement additional corporate governance requirements."}
-{"_id": "CPNG20230322", "title": "CPNG Risks Related to Doing Business in Korea", "text": "Our Korean subsidiary, Coupang Corp., and a group of companies affiliated with it have been designated as a business group subject to regulatory oversight and restrictions under the Korean Monopoly Regulation and Fair Trade Act. This designation - which is reviewed and may be re-designated under the Korean Monopoly Regulation and Fair Trade Act by the KFTC on an annual basis \u2014 imposes additional corporate governance and public disclosure requirements on the subsidiary entities (which could also be applied to individual executives). These requirements will also create additional costs of compliance and subject the group of affiliated companies to greater regulatory scrutiny and risk of penalties for any failure to comply with the additional obligations imposed."}
-{"_id": "CPNG20230323", "title": "CPNG Risks Related to Doing Business in Korea", "text": "Coupang Corp. is subject to certain requirements and restrictions under Korean law that may, in certain circumstances, require it to act in a manner that may not be in our or our stockholders\u2019 best interest."}
-{"_id": "CPNG20230324", "title": "CPNG Risks Related to Doing Business in Korea", "text": "Under applicable Korean law, directors of a Korean company, such as Coupang Corp., owe a fiduciary duty to the company itself rather than to its stockholders. This fiduciary duty obligates directors of a Korean company to perform their duties faithfully for the good of the company as a whole. As a result, if circumstances arise in which the good of Coupang Corp., conflicts with the good of Coupang, Inc. or our stockholders, Coupang Corp. may not be permitted under applicable Korean law to act in a manner that is in the best interest of Coupang, Inc., as its parent, or our stockholders. For example, providing guarantees or collateral by Coupang Corp. in favor of Coupang, Inc., as its parent, without a justifiable cause and on other than arm\u2019s length terms may cause breach of a fiduciary duty of directors to Coupang Corp."}
-{"_id": "CPNG20230325", "title": "CPNG Risks Related to Doing Business in Korea", "text": "Approval by the board of directors of a Korean company is required for, among other things, all transactions between a director or major stockholder (including a 10% or more stockholder) and the company for the director\u2019s or the major stockholder\u2019s account. As a result, intercompany transactions between us and Coupang Corp. (or any other Korean subsidiary we may own, from time to time), could arise in the future in which the directors of the Korean subsidiary are not able to act in ours or our stockholders\u2019 best interest as a result of competing interests of the subsidiary. Since substantially all of our operations are conducted by Coupang Corp., any such occurrence with respect to Coupang Corp. could adversely affect our business, financial condition, and results of operations."}
-{"_id": "CPNG20230326", "title": "CPNG Risks Related to Doing Business in Korea", "text": "Coupang Corp.\u2019s transactions with related parties are subject to close scrutiny by the Korean tax authorities, which may result in adverse tax consequences."}
-{"_id": "CPNG20230327", "title": "CPNG Risks Related to Doing Business in Korea", "text": "Under Korean tax law, there is an inherent risk that Coupang Corp.\u2019s transactions with its subsidiaries, affiliates or any other person or company that is related to us may be challenged by the Korean tax authorities if such transactions are viewed as having been made on terms that were not on an arm\u2019s-length basis. If the Korean tax authorities determine that any of its transactions with related parties were on other than arm\u2019s-length terms, it may not be permitted to deduct as expenses, or may be required to include as taxable income, any amount which is found to be undue financial support between related parties in such transaction, which may have adverse tax consequences for us and, in turn, may adversely affect our business, financial condition, and results of operations."}
-{"_id": "CPNG20230328", "title": "CPNG Risks Related to Doing Business in Korea", "text": "A focus on regulating copyright and patent Infringement by the Korean government subjects us to extra scrutiny in our operations and could subject us to sanctions, fines, or other penalties, which could adversely affect our business and operations in Korea."}
-{"_id": "CPNG20230330", "title": "CPNG Risks Related to Doing Business in Korea", "text": "The Korean government has recently focused on addressing copyright and patent infringement in Korea, particularly with respect to luxury and brand name merchandise. Despite measures we have taken to address copyright and patent infringement, the Korean government may subject us to sanctions, fines, or other penalties, which could adversely affect our business and operations in Korea. Coupang, Inc.##2023 Form 10-K##27"}
-{"_id": "CPNG20230331", "title": "CPNG Risks Related to Doing Business in Korea", "text": "Our business may be adversely affected by developments that negatively impact the Korean economy and uncertainties in economic conditions that impact spending patterns of our customers in Korea."}
-{"_id": "CPNG20230332", "title": "CPNG Risks Related to Doing Business in Korea", "text": "We have historically generated a substantial majority of our revenue from sales in Korea. Our future performance will depend in large part on Korea\u2019s future economic growth. Adverse developments in Korea\u2019s economy as a result of various factors, including economic, political, legal, regulatory, and social conditions in Korea may have an adverse effect on customer spending, which may not allow us to achieve our desired revenue growth. The economic indicators in Korea in recent years have shown mixed signs of growth and uncertainty as the Korean economy is closely tied to, and is affected by developments in, the global economy. In recent years, adverse conditions and volatility in the worldwide financial markets, fluctuations in oil and commodity prices, inflationary pressures, elevated interest rates, acts of war, geopolitical conflicts, terrorism, and disease outbreaks, have contributed to the uncertainty of global economic prospects in general and have adversely affected, and may continue to adversely affect, the Korean economy. Due to liquidity and credit concerns and volatility in the global financial markets, the value of the KRW relative to the USD and other foreign currencies and the stock prices of Korean companies have fluctuated significantly in recent years. Further declines in the Korea Composite Stock Price Index, large amounts of sales of Korean securities by foreign investors, and subsequent repatriation of the proceeds of such sales may adversely affect the value of the KRW, the foreign currency reserves held by financial institutions in Korea, and the ability of Korean companies to raise capital. Any future deterioration of the Korean economy or the global economy could adversely affect our business, financial condition, and results of operations."}
-{"_id": "CPNG20230357", "title": "CPNG Risks Related to Doing Business in Korea", "text": "Potential developments that could have an adverse impact on Korea\u2019s economy include: \u2022declines in customer confidence, decreases in consumer disposable income, a slowdown in customer spending and higher levels of unemployment; \u2022adverse conditions or developments in the economies of countries and regions that are important export and import markets for Korea, such as Taiwan, China, the United States, Europe, and Japan, or in emerging market economies in Asia or elsewhere, including as a result of deteriorating economic and trade relations between the United States and China and increased uncertainties resulting from the United Kingdom\u2019s exit from the European Union; \u2022adverse changes or volatility in foreign currency reserve levels, commodity prices (including oil prices), exchange rates (including fluctuation of the KRW, the USD, the euro or other exchange rates, or the revaluation of the Chinese Renminbi), interest rates, inflation rates, or stock markets; \u2022increased sovereign default risk of select countries and the resulting adverse effects on the global financial markets; \u2022investigations of large Korean business groups and their senior management for possible misconduct; \u2022a continuing rise in the level of household debt and increasing delinquencies and credit defaults by retail and small- and medium-sized enterprise borrowers in Korea; \u2022the continued emergence of the Chinese economy, to the extent its benefits (such as increased exports to China) are outweighed by its costs (such as competition in export markets or for foreign investment and the relocation of the manufacturing base from Korea to China), as well as a slowdown in the growth of China\u2019s economy, which is one of Korea\u2019s most important export markets; \u2022the economic impact of any pending or future free trade agreements or of any changes to existing free trade agreements; \u2022social or labor unrest; \u2022substantial changes in the market prices of Korean real estate; \u2022a decrease in tax revenue and a substantial increase in the Korean government\u2019s expenditures for fiscal stimulus measures, unemployment compensation, and other economic and social programs that, together, would lead to an increased government budget deficit; \u2022financial problems or lack of progress in the restructuring of certain Korean conglomerates, certain other large troubled companies, or their suppliers; \u2022loss of investor confidence arising from corporate accounting irregularities and corporate governance issues concerning certain Korean conglomerates; \u2022increases in social expenditures to support an aging population in Korea or decreases in economic productivity due to the declining population size in Korea; \u2022acts of war or geopolitical uncertainty and risk of further attacks by terrorist groups around the world; \u2022the occurrence of severe health epidemics in Korea or other parts of the world; \u2022deterioration in economic or diplomatic relations between Korea and its trading partners or allies, including deterioration resulting from territorial or trade disputes or disagreements in foreign policy (such as the ongoing trade disputes with Japan); Coupang, Inc.##2023 Form 10-K##28 \u2022political uncertainty or increasing strife among or within political parties in Korea; \u2022hostilities or political or social tensions involving oil producing countries in the Middle East and North Africa and any material disruption in the global supply of oil or increase in the price of oil; \u2022an increase in the level of tensions or an outbreak of hostilities between North Korea and Korea or the United States; \u2022political or social tensions involving Russia and any resulting adverse effects on the global supply of oil or the global financial markets; \u2022natural or man-made disasters that have a significant adverse economic or other impact on Korea or its major trading partners; and \u2022changes in financial regulations in Korea."}
-{"_id": "CPNG20230358", "title": "CPNG Risks Related to Doing Business in Korea", "text": "Fluctuations in exchange rates could result in foreign currency exchange losses to us."}
-{"_id": "CPNG20230359", "title": "CPNG Risks Related to Doing Business in Korea", "text": "The value of the KRW and other currencies against the USD has fluctuated, and may continue to fluctuate and is affected by, among other things, changes in political and economic conditions. It is difficult to predict how market forces or Korean or U.S. government policy, including any interest rate increases by the Federal Reserve, may impact the exchange rate between the KRW and the USD in the future."}
-{"_id": "CPNG20230360", "title": "CPNG Risks Related to Doing Business in Korea", "text": "A substantial percentage of our revenue and costs are denominated in KRW and the Chinese Renminbi, and a significant portion of our financial assets are also denominated in KRW, while a substantial portion of our debt is denominated in USD. We are a holding company and we may receive dividends, loans and other distributions on equity paid by our operating subsidiaries in Korea. Any significant fluctuations in the value of the KRW may materially and adversely affect our liquidity and cash flows. For example, the depreciation of the KRW and other foreign currencies against the USD typically results in a material increase in the cost of fuel and equipment purchased from outside of Korea and the cost of servicing debt denominated in currencies other than the KRW. As a result, any significant depreciation of the KRW or other major foreign currencies against the USD may have a material adverse effect on our results of operations. If we decide to convert our KRW into USD for the purpose of repaying principal or interest expense on our outstanding USD-denominated debt, making payments for stock repurchases or dividends on our Class A common stock, or other business purposes, depreciation of the KRW or other foreign currencies against the USD would have a negative effect on the USD amount we would receive. Conversely, to the extent that we need to convert USD into KRW for our operations, appreciation of the KRW against the USD would have an adverse effect on the KRW amount we would receive."}
-{"_id": "CPNG20230361", "title": "CPNG Risks Related to Doing Business in Korea", "text": "Tensions with North Korea could have an adverse effect on our business, financial condition, results of operations, and the price per share of our Class A common stock."}
-{"_id": "CPNG20230362", "title": "CPNG Risks Related to Doing Business in Korea", "text": "Relations between Korea and North Korea have fluctuated over the years. Tension between Korea and North Korea may increase or change abruptly as a result of current and future events. In particular, there have been heightened security concerns in recent years stemming from North Korea\u2019s nuclear weapon and ballistic missile programs as well as its hostile military actions against Korea."}
-{"_id": "CPNG20230363", "title": "CPNG Risks Related to Doing Business in Korea", "text": "North Korea\u2019s economy also faces severe challenges, which may further aggravate social and political pressures within North Korea. Since April 2018, North Korea has held a series of bilateral summit meetings with Korea and the United States to discuss peace and denuclearization of the Korean peninsula. However, North Korea has since resumed its missile testing, heightening tensions, and the outlook of such discussions remains uncertain."}
-{"_id": "CPNG20230364", "title": "CPNG Risks Related to Doing Business in Korea", "text": "Further tensions in North Korean relations could develop due to a leadership crisis, breakdown in high-level inter-Korea contacts or military hostilities. Alternatively, tensions may be resolved through reconciliatory efforts, which may include peace talks, alleviation of sanctions or reunification. We cannot assure you that future negotiations will result in a final agreement on North Korea\u2019s nuclear program, including critical details such as implementation and timing, or that the level of tensions between Korea and North Korea will not escalate. Any increase in the level of tension between Korea and North Korea, an outbreak in military hostilities or other actions or occurrences, could adversely affect our business, prospects, financial condition, and results of operations and could lead to a decline in the price per share of our Class A common stock."}
-{"_id": "CPNG20230365", "title": "CPNG Risks Related to Doing Business in Korea", "text": "New legislative proposals may expose our business to additional risks from litigation, regulation, and government investigations."}
-{"_id": "CPNG20230366", "title": "CPNG Risks Related to Doing Business in Korea", "text": "We are subject to changing laws and regulations everywhere we do business, including in Korea. For example, the KFTC is increasingly focused on regulating various new industries including what they describe as online platform companies. The KFTC takes the position these regulations could apply to the Company. Any additional regulations that may apply to us, including, but not limited to, regulation related to retail, online retail, or technology, could have an adverse effect on our business, financial condition, and results of operation."}
-{"_id": "CPNG20230368", "title": "CPNG Risks Related to Doing Business in Korea", "text": "Additional enacted or proposed regulations include numerous consumer related provisions in the online shopping industry. Implementation of any of these regulations could have an adverse effect on our business Coupang, Inc.##2023 Form 10-K##29"}
-{"_id": "CPNG20230369", "title": "CPNG Risks Related to Doing Business in Korea", "text": "Finally, the Act on Punishment for Serious Accidents, etc. (the \u201cSerious Accidents Act\u201d) became effective in 2022. The Serious Accidents Act imposes enhanced liability (including criminal liability) on businesses, managers, and individuals who are responsible for causing loss of life by failing to fulfill duties relating to workplace safety and health or risk prevention. The Serious Accidents Act provides the potential for criminal punishment, public disclosure of punishment, and monetary damages, including punitive damages up to five times the actual damages suffered. The Serious Accidents Act extends potential liability to a wider group of persons than under pre-existing law, including those who oversee safety and health matters for the business concerned and also general managers of the business."}
-{"_id": "CPNG20230370", "title": "CPNG Risks Related to Doing Business in Korea", "text": "These are just some examples of how our business could be affected by changing regulations. If these proposals are enacted and implemented, our Korean subsidiary, Coupang Corp. (and its Korean subsidiaries), could face substantial costs and management could be required to spend significant time and attention on these matters, which would divert our focus from our core business. This could adversely affect our business, financial condition, and results of operations."}
-{"_id": "CPNG20230371", "title": "CPNG Risks Related to Doing Business in Korea", "text": "As Coupang Corp. is incorporated in Korea, it may be more difficult to enforce judgments obtained in courts outside Korea."}
-{"_id": "CPNG20230372", "title": "CPNG Risks Related to Doing Business in Korea", "text": "Coupang Corp. is incorporated in Korea, most of its directors and executive officers reside in Korea, and a substantial majority of its assets and the personal assets of its directors and executive officers are located in Korea. As a result, it may be more difficult for investors to effect service of process in the United States upon it or its directors or executive officers or to enforce against it or its directors or executive officers judgments obtained in U.S. courts predicated upon civil liability provisions of the federal or state securities laws of the United States or similar judgments obtained in other courts outside Korea. There is doubt as to the enforceability in Korean courts, in original actions or in actions for enforcement of judgments of U.S. courts, of civil liabilities predicated solely upon the federal and state securities laws of the United States."}
-{"_id": "CPNG20230374", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "The nature of our food delivery services, including Coupang Eats and Rocket Fresh, could subject us to potential liability for foodborne illnesses experienced by our customers."}
-{"_id": "CPNG20230375", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "Our Coupang Eats service delivers food prepared by independent restaurants and our Rocket Fresh service delivers fresh food to customers. The business of delivering ready-to-eat and fresh food presents risks related to food freshness, cleanliness, and quality. Whether or not they are true, reports of food-borne illnesses could adversely impact our reputation and results of operations, regardless of whether our customers actually suffer such illnesses. Food-borne illnesses and other food safety issues have occurred in the global food industry in the past and could occur in the future. In addition, customer preferences could be affected by health concerns about the consumption of food provided on Coupang Eats and Rocket Fresh, even if those concerns do not directly relate to food items available on our Coupang Eats and Rocket Fresh websites. A negative report, whether related to a delivery under Coupang Eats or Rocket Fresh or to a competitor, may have an adverse impact on demand for food delivery and could result in decreased orders. A decrease in orders as a result of these health concerns could adversely affect our business, financial condition, and results of operations."}
-{"_id": "CPNG20230376", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "Furthermore, our reliance on third-party food suppliers and distributors increases the risk that food-borne illness incidents could be caused by factors outside of our control. If customers become ill from food-borne illnesses, we and/or merchants on Coupang Eats could be forced to temporarily suspend the Coupang Eats or Rocket Fresh businesses, in whole or in part. Furthermore, any instances of food contamination, whether or not they are related to us, could subject us or restaurants to additional regulations."}
-{"_id": "CPNG20230377", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "The nature of our delivery logistics, including those related to our own delivery services and our services that use independent delivery partners, exposes us to potential liability and expenses for legal claims that could adversely affect our business, financial condition, and results of operations."}
-{"_id": "CPNG20230378", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "We face risks relating to our delivery services. We use independent delivery partners to deliver prepared food and some packages. For example, on top of the tens of thousands of individuals that have signed up as Coupang Flex partners, we have contracted with other Delivery Service Providers. Similarly, our Coupang Eats service delivers food prepared by independent restaurants using the services of independent EDPs. Third parties have in the past and could in the future assert legal claims against us relating to safety incidents associated with delivery drivers. Orders made via Rocket Delivery and Coupang Eats are delivered by drivers of motor vehicles. Some drivers delivering orders via these services have been involved in motor vehicle accidents, and some drivers may be involved in motor vehicle accidents in the future."}
-{"_id": "CPNG20230380", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "We believe that our independent delivery partners are independent contractors because, among other things, they choose whether, when, and where to provide these services, provide these services at days and times that are convenient for them (or not at all), are free to hold other jobs and provide services to our competitors, provide a vehicle to perform delivery services, decide for themselves how best to perform their services, and are under no long-term or exclusive commitment to us. However, if the classification of any of our independent delivery partners as independent contractors were to be challenged by legislation, regulation or legal interpretation, the costs associated with defending, settling, or resolving these matters could be material to our business. Further, any such reclassification would require us to change our business model, including our Coupang Eats service, and consequently have an adverse effect on our business, financial condition, and results of operations. Coupang, Inc.##2023 Form 10-K##30"}
-{"_id": "CPNG20230381", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "We have incurred and may continue to incur expenses relating to legal claims on these matters. The frequency of such claims is unpredictable. We could experience diversion of attention by management to address these claims, and such claims can result in significant costs to investigate and defend, regardless of their merits. These claims could adversely affect our business, financial condition, and results of operations."}
-{"_id": "CPNG20230382", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "Failure by our suppliers or merchants to comply with product safety, intellectual property, or other laws may subject us to liability, damage our reputation and brand, and harm our business."}
-{"_id": "CPNG20230383", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "Much of the merchandise we sell on our apps and websites are subject to regulation by Korean laws or administrative agencies. Failure of our suppliers to provide merchandise that complies with all applicable laws, including, without limitation, product safety and intellectual property regulations and statutes, could result in liability, damage to our reputation and brand, increased enforcement activity or litigation, and increased legal costs."}
-{"_id": "CPNG20230384", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "Certain merchandise in the past has been, and could in the future be, subject to recalls and other remedial actions. Such recalls and voluntary removal of merchandise could result in, among other things, lost sales, diverted resources, potential harm to our reputation, and increased customer service costs and legal expenses, which could have an adverse effect on our business, financial condition, and results of operations."}
-{"_id": "CPNG20230385", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "We have in the past become subject to fair trade claims and regulatory actions relating to allegedly false statements on our apps or websites about merchandise and their quality and have been fined by the KFTC."}
-{"_id": "CPNG20230386", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "Similarly, failure of our merchants to provide merchandise that complies with all applicable laws could result in liability relating to our marketplace, damage to our reputation and brand, increased enforcement activity or litigation, and increased legal costs."}
-{"_id": "CPNG20230387", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "We have in the past been subject to third-party lawsuits and complaints relating to some of our suppliers\u2019 and merchants\u2019 use of parallel importing, which allows them, other than those with exclusive sale rights in Korea, to also sell merchandise of a particular brand in Korea, so long as the merchandise is purchased from a valid source outside of Korea and the supply chain is documented. We cannot assure you that we will be successful in defending against these claims."}
-{"_id": "CPNG20230388", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "We have also received in the past, and we may receive in the future, communications alleging that certain items provided by suppliers or listed by merchants on our apps and/or websites infringe upon third-party copyrights, trademarks, and trade names or other intellectual property rights of others. Although we have sought to prevent and eliminate the listings of such goods, they may be listed on our apps or websites in the future and we may be held liable to those parties claiming an infringement of their intellectual property rights. Although we have a service quality management team that is responsible for monitoring reports of listing, display, and sales of pirated, counterfeited, prohibited, regulated, or faulty merchandise and services, such items may nevertheless be listed, displayed, or sold on our apps or websites and may subject us to potential lawsuits, sanctions, fines, or other penalties, which could adversely affect our business. For more, see \u201cRisks Related to Intellectual Property\u2014We may be accused of infringing intellectual property rights of third parties.\u201d"}
-{"_id": "CPNG20230389", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "Government regulation of the Internet, online retail, and mobile commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could adversely affect our business, financial condition, and results of operations."}
-{"_id": "CPNG20230390", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "We are subject to general business regulations and laws as well as regulations and laws specifically governing the Internet, online retail, and mobile commerce. Existing, proposed, and future regulations and laws could change our liabilities and impede the growth of the Internet, online retail, or mobile commerce. These regulations and laws may involve taxes, tariffs, consumer protection, competition and antitrust, privacy and data security, anti-spam, content protection, electronic contracts and communications, and gift cards, among other topics. It is not clear how existing laws governing issues such as property ownership, fair trade, sales and other taxes, and consumer privacy apply to the Internet as the vast majority of these laws were adopted prior to the advent of the Internet and do not contemplate or address the unique issues raised by the Internet, online retail, and mobile commerce. Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in damage to our reputation or our business or result in proceedings or actions against us by governmental entities or others. Any such proceeding or action could hurt our reputation, force us to spend significant amounts in defense of these proceedings, distract our management, increase our costs of doing business, decrease the use of our apps and websites by customers and merchants, and may result in the imposition of monetary liability. We may also be contractually liable to indemnify and hold harmless third parties from the costs or consequences of non-compliance with any such laws or regulations."}
-{"_id": "CPNG20230391", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "Any failure to protect our apps, websites, networks, and systems against security breaches or otherwise protect our confidential information could damage our reputation and brand and adversely affect our business, financial condition, and results of operations."}
-{"_id": "CPNG20230393", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "Our business employs websites, networks, and systems through which we collect, maintain, transmit, and store data about our customers, merchants, suppliers, advertisers, and others, including personally identifiable information, as well as other confidential and proprietary information. We rely on encryption and authentication technology in an effort to securely transmit confidential and sensitive information. However, security breaches or other security incidents have in the past and could in the future result in the inadvertent or unauthorized use or disclosure of confidential and sensitive information we collect, store, or transmit, or otherwise enable third parties to gain unauthorized access to this information such as our inadvertent exposure of limited customer information within our App that occurred during an upgrade in 2021 and was remediated within an hour. In addition, our apps, Coupang, Inc.##2023 Form 10-K##31"}
-{"_id": "CPNG20230394", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "websites, networks, and systems are subject to security threats, including hacking of our systems, denial-of-service attacks, viruses, malicious software, ransomware, break-ins, phishing attacks, social engineering, security breaches, or other attacks and similar disruptions that may jeopardize the security of information stored in or transmitted by our apps, websites, networks, and systems, or that we otherwise maintain. Such risks extend not only to our own apps, websites, networks, and systems, but also to those of third-party services providers and our customers, contractors, business partners, vendors, and other third parties. Moreover, techniques used to obtain unauthorized access to or sabotage systems change frequently and are becoming increasingly sophisticated and may not be known until launched against us or our third-party service providers, increasing the difficulty of detecting and defending against such threats. We have observed an increase in the frequency of the security threats we and our third-party service providers face, and we expect these activities to continue to increase. Geopolitical tensions or conflicts, such as the conflict between Russia and Ukraine, and the increased adoption of artificial intelligence technologies, may further heighten the risk of cyber security incidents. In addition, security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by persons with whom we have commercial relationships. As a result of any security breach, our reputation and brand could be damaged, our business could suffer, we could be required to expend significant capital and other resources to alleviate problems caused by such breaches, and we could be exposed to a risk of loss, litigation, or regulatory action and possible liability. Actual or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees, and engage third-party experts and consultants. Any compromise or breach of our security measures, or those of our third-party service providers, could violate applicable privacy, data security, and other laws, and cause significant legal and financial exposure, adverse publicity, and a loss of confidence in our security measures, which could have an adverse effect on our business, financial condition, and results of operations."}
-{"_id": "CPNG20230395", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "We are also subject to regulations relating to privacy and use of confidential information of our users, including, among others, Korea\u2019s Personal Information Protection Act and related legislation, regulations and orders (the \u201cPIPA\u201d), China\u2019s Personal Information Protection Act, the Act on the Promotion of Information and Communications Network Utilization and Protection of Information Act (Korea), and the Credit Information Act in Korea that specifically regulates certain sensitive personal information. PIPA requires consent by the consumer with respect to the use of his or her data and requires the persons responsible for management of personal data to take the necessary technological and managerial measures to prevent data breaches and, among other duties, to notify the Personal Information Protection Commission of any data breach incidents within 24 hours. Failure to comply with PIPA in any manner may subject these persons responsible to personal liability for not obtaining such consent in an appropriate manner or for such breaches, including even negligent breaches, and violators face varying penalties ranging from monetary penalties to imprisonment. We strive to take the necessary technological and managerial measures to comply with PIPA, including the implementation of privacy policies concerning the collection, use, and disclosure of subscriber data on our apps and websites, and we regularly review and update our policies and practices. Despite these efforts to comply with PIPA, these rules are complex and evolving, subject to interpretation by government regulators which may change over time and therefore we are subject to the risk of claims by regulators of failure to comply with PIPA. Any failure, or perceived failure, by us to comply with such policies, laws, regulations, and other legal obligations and regulatory guidance could adversely affect our reputation, brand, and business, and may result in claims, proceedings, or actions, including criminal proceedings, against us and certain of our executive officers by governmental entities or others or other liabilities. Any such claim, proceeding, or action, could hurt our reputation, brand, and business, force us to incur significant expenses in defense of such proceedings, distract our management, increase our costs of doing business, result in a loss of customers and merchants, and could have an adverse effect on our business, financial condition, and results of operations."}
-{"_id": "CPNG20230396", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "Moreover, we are also subject to other data privacy and protection laws regulating the collection, use, retention, disclosure, transfer, and processing of personal information, such as the California Consumer Privacy Act, which was significantly modified by the California Privacy Rights Act, similar laws in other states in the US, and the European Union's General Data Protection Regulation. The potential effects of these laws are far-reaching, continue to evolve, and may require us to modify our data processing practices and policies and to incur substantial costs and expenses to comply with the obligations imposed by the governments of the foreign jurisdictions in which we do business or seek to do business and we may be required to make significant changes in our business operations, all of which may adversely impact our business. These and other privacy and cybersecurity laws may carry significant potential penalties for noncompliance."}
-{"_id": "CPNG20230397", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "We may also be contractually liable to indemnify and hold harmless third parties from the costs or consequences of non-compliance with any laws, regulations or other legal obligations relating to privacy or consumer protection or any inadvertent or unauthorized use or disclosure of data that we store or handle as part of operating our business. In addition, legislative and regulatory bodies, or self-regulatory organizations, may expand or change their interpretations of current laws or regulations, or enact new laws or regulations or issue revised rules or guidance regarding privacy, data protection, and consumer protection. Any such changes may force us to incur substantial costs or require us to change our business practices. This could compromise our ability to pursue our growth strategy effectively and may harm our ability to attract new customers or retain existing customers, or otherwise adversely affect our business, financial condition, and results of operations."}
-{"_id": "CPNG20230399", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "Additionally, some providers of consumer devices and web browsers have implemented, or announced plans to implement, means to make it easier for Internet users to prevent the placement of cookies or to block other tracking technologies, which could, if widely adopted, result in the use of third-party cookies and other methods of online tracking becoming significantly less effective. The regulation of the use of these cookies and other current online tracking and advertising practices or a loss in our ability to make Coupang, Inc.##2023 Form 10-K##32"}
-{"_id": "CPNG20230400", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "effective use of services that employ such practices could adversely affect our business, financial condition, and results of operations."}
-{"_id": "CPNG20230401", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "We are subject to claims, litigation, governmental audits, inspections, investigations, and various legal proceedings, and face potential liability, expenses for legal claims, and harm to our business."}
-{"_id": "CPNG20230402", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "From time to time, we are subject to claims, litigation, governmental audits, inspections, investigations, and other legal proceedings relating to issues such as employment and labor, worker classification and assignment, worker pay, hours and benefits, labor relations including union and collective bargaining issues, employment authorization and immigration, worker safety, intellectual property (including patent, trademark and copyright), product safety, personal injury, privacy, information security, tax compliance, import/export regulations, foreign exchange regulations, licenses and permits, food safety, medical products, drugs and devices, financial services, antitrust, securities regulation, and fair trade matters, consumer protection, and environmental issues. As our operations are predominantly based in Korea, we are, and may from time to time become subject to investigations by Korean government authorities, including investigations related to Antitrust, Fair Trade, Labor and Employment and other matters. See the section titled \u201cBusiness\u2014Legal Proceedings\u201d for additional information about these types of legal proceedings."}
-{"_id": "CPNG20230403", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "Legal proceedings are inherently uncertain, and any judgment, ruling, fine, penalty or injunctive relief entered against us or any adverse settlement in current or other future matters could result in harm to our reputation, sanctions, consent decrees, injunctions, or orders requiring a change in our business practices or otherwise negatively affect our business, results of operations, and financial condition. Any claims against us, whether meritorious or not, could be time-consuming, result in costly litigation, be harmful to our reputation, require significant management attention, and divert significant resources. Further, under certain circumstances, we have contractual and other legal obligations to indemnify and to incur legal expenses on behalf of our business and commercial partners and current and former directors and officers."}
-{"_id": "CPNG20230404", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "Failure to comply with anti-corruption and anti-money laundering laws, including the FCPA and similar laws, could subject us to penalties and other adverse consequences."}
-{"_id": "CPNG20230405", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "We operate a global business and may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We are subject to anti-bribery and anti-money laundering laws in countries in which we conduct activities. These laws prohibit companies and their employees and third-party intermediaries from corruptly promising, authorizing, offering, or providing, directly or indirectly, improper payments or anything of value to foreign government officials, political parties, and private-sector recipients for the purpose of obtaining or retaining business, directing business to any person, or securing any advantage. In addition, U.S. public companies are required to maintain records that accurately and fairly represent their transactions and have an adequate system of internal accounting controls. In many foreign countries, including countries in which we may conduct business, it may be a local custom that businesses engage in practices that are prohibited by applicable laws and regulations. We face significant risks if we or any of our directors, officers, employees, agents or other partners or representatives fail to comply with these laws and governmental authorities seek to impose substantial civil and/or criminal fines and penalties which could have a material adverse effect on our business, reputation, results of operations, and financial condition."}
-{"_id": "CPNG20230406", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "We have implemented an anti-corruption compliance program and policies, procedures, and training, however, our employees, consultants, contractors, and agents, and companies to which we outsource certain of our business operations, may take actions in violation of our policies or applicable law. Any such violation could have an adverse effect on our reputation, business, results of operations, and prospects."}
-{"_id": "CPNG20230407", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "Any violation of applicable anti-corruption laws or anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, and severe criminal or civil sanctions, any of which could have a materially adverse effect on our reputation, business, financial performance, and results of operations. In addition, responding to any enforcement action may result in a significant diversion of management\u2019s attention and resources and significant defense costs and other professional fees."}
-{"_id": "CPNG20230408", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "We are subject to governmental economic and trade sanctions laws and regulations and violations of such laws could subject us to liabilities, penalties, and other potential consequences."}
-{"_id": "CPNG20230409", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "We are subject to governmental, economic and trade sanctions laws and regulations in a number of countries, which restrict or prohibit transactions and dealings (including the sale, supply, or sourcing of products and services) with certain governments, persons, entities, countries, and territories, including those that are the target of comprehensive sanctions. We may have in the past, and could in the future, violate economic and trade sanctions laws and regulations. As such, we have and may from time to time in the future submit as warranted voluntary disclosures concerning potential violations of economic and trade sanctions laws and regulations to relevant governmental authorities or otherwise be subject to review by such authorities."}
-{"_id": "CPNG20230411", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "If we are found to be in violation of economic and trade sanctions laws and regulations, it could result in administrative, civil, and/or criminal fines, penalties and/or other remedial obligations. We may also be adversely affected through other penalties, business disruption, reputational harm, loss of access to certain markets and customers, or otherwise. In addition, any change to economic and trade sanctions laws and regulations, shift in the enforcement or scope of existing regulations or change in the countries, Coupang, Inc.##2023 Form 10-K##33"}
-{"_id": "CPNG20230412", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "government, or persons targeted by such regulations could impact our ability to engage in transactions and dealings with certain parties and countries and could harm our business."}
-{"_id": "CPNG20230413", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "A failure to comply with current laws, rules and regulations or changes to such laws, rules, and regulations and other legal uncertainties may adversely affect our business, financial performance, results of operations, or business growth."}
-{"_id": "CPNG20230414", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "Our business and financial performance could be adversely affected by unfavorable changes in or interpretations of existing laws, rules, and regulations or the promulgation of new laws, rules, and regulations applicable to us and our business, including those relating to the Internet and retail sales, Internet advertising and price display, consumer protection, economic and trade sanctions, tax, payments, foreign exchange regulations, banking, data security, network and information systems security, data protection, and privacy. As a result, regulatory authorities could prevent or temporarily suspend us from carrying on some or all of our activities or otherwise penalize us if our practices were found not to comply with applicable regulatory or licensing requirements or any binding interpretation of such requirements. Unfavorable changes or interpretations could decrease demand for our offerings, limit marketing methods and capabilities, affect our margins, increase costs, or subject us to additional liabilities."}
-{"_id": "CPNG20230415", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "Additionally, there are, and will likely continue to be, an increasing number of laws and regulations pertaining to the Internet and retail sales that may relate to liability for information retrieved from or transmitted over the Internet, display of certain taxes and fees, online editorial and user-generated content, user privacy, data security, network and information systems security, behavioral and online advertising, taxation, liability for third-party activities, quality of services, and consumer protection. Further, the growth and development of online retail may prompt calls for more stringent consumer protection laws and more aggressive enforcement efforts, which may impose additional burdens on online businesses generally."}
-{"_id": "CPNG20230416", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "Additionally, the law relating to liability of online service providers is currently unsettled. Lawmakers and governmental agencies have in the past and could in the future require changes in the way our business is conducted that might create increased legal liability for online retailers and service providers. Unfavorable regulations, laws, decisions, or interpretations by government or regulatory authorities applying those laws and regulations, or inquiries, investigations, or enforcement actions threatened or initiated by them, could cause us to incur substantial costs, expose us to unanticipated civil and criminal liability or penalties (including substantial monetary fines), increase our cost of doing business, require us to change our business practices in a manner materially adverse to our business, damage our reputation, impede our growth, or otherwise have a material effect on our operations."}
-{"_id": "CPNG20230417", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "Our results of operations and financial condition may be adversely affected by governmental regulation and associated environmental and regulatory costs."}
-{"_id": "CPNG20230418", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "Our business is subject to a wide range of laws and regulations related to environmental and other matters. Such laws and regulations have become increasingly stringent over time. We may experience increased costs due to stricter pollution control requirements or liabilities resulting from noncompliance with operating or other regulatory standards. New regulations, such as those relating to the storage, transportation, and delivery of the products that we sell, might adversely impact operations or make them more costly. In addition, as an owner and operator of commercial real estate, we may be subject to liability under applicable environmental laws for clean-up of any contamination at our facilities. We cannot be sure that we have identified all such contamination, that we know the full extent of our obligations with respect to contamination of which we are aware, or that we will not become responsible for additional contamination not yet discovered. It is possible that material costs and liabilities will be incurred, including those relating to claims for damages to property and persons and the environment. Unfavorable changes in, failure to comply with, or increased costs to comply with environmental laws and regulations could adversely affect our results of operations and financial condition."}
-{"_id": "CPNG20230420", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "Continuing political and social attention to the issue of climate change has resulted in both existing and pending international agreements and national, regional, and local legislation and regulatory measures to limit greenhouse gas emissions, such as cap and trade regimes, carbon taxes, restrictive permitting, increased fuel efficiency standards, and incentives or mandates for renewable energy, as well as legal and regulatory requirements requiring certain climate-related disclosures, and pressure from stockholders, ratings agencies, and other third parties to make various climate-related disclosures. We expect regulatory requirements related to such matters to continue to expand globally. Such measures have subjected us, and may subject our vendors and suppliers, to additional costs and restrictions and require significant operating and capital expenditures, including with respect to waste and energy reduction, compliance costs, and workforce initiatives, which could adversely impact our business, results of operations and financial condition. Further, a failure to adequately meet regulatory measures or stakeholder expectations may result in non-compliance, the loss of business, reputational impacts, diluted market valuation, an inability to attract customers, and an inability to attract and retain top talent. Coupang, Inc.##2023 Form 10-K##34"}
-{"_id": "CPNG20230421", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "We may not be able to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties."}
-{"_id": "CPNG20230422", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "The protection of our intellectual property rights may require the expenditure of significant financial, managerial, and operational resources. The steps we take to protect our intellectual property may not adequately protect our rights or prevent third parties from infringing or misappropriating our proprietary rights. Any of our current or future patents, trademarks or other intellectual property rights may be challenged by others or invalidated through administrative process or litigation. Our pending patent and trademark applications may never be granted. Additionally, the process of obtaining patent protection is expensive and time-consuming, and the amount of compensation for damages can be limited in certain jurisdictions. Further, we may not be able to prosecute or otherwise obtain all necessary or desirable patent or trademark applications at a reasonable cost or in a timely manner. Even if issued, these patents or trademarks may not adequately protect our intellectual property, as the legal standards relating to the validity, enforceability and scope of protection of patent, trademark and other intellectual property rights are applied on a case-by-case basis and it is generally difficult to predict the results of any litigation relating to such matters. Additionally, others may independently develop or otherwise acquire equivalent, \u201cdesign-around\u201d or superior technology or intellectual property rights. We may be unable to prevent third parties from infringing upon, misappropriating or otherwise violating our intellectual property rights and other proprietary rights. Any litigation, whether or not it is resolved in our favor, could result in significant expense to us and divert the efforts of our technical and management personnel, which may materially and adversely affect our business, financial condition, and results of operations."}
-{"_id": "CPNG20230423", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "Although our terms of use prohibit the sale of counterfeit items or any items infringing upon third parties\u2019 intellectual property rights in our marketplace and we have implemented measures to exclude goods that have been determined to violate our terms of use, we may not be able to detect and remove every item that may infringe on the intellectual property rights of third parties. As a result, we have received in the past, and may receive in the future, complaints alleging that certain items listed or sold on our apps or websites infringe upon the intellectual property rights of third parties, which could lead to actual disputes and lawsuits relating to intellectual property infringement."}
-{"_id": "CPNG20230424", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "The online retail industry is characterized by vigorous protection and pursuit of intellectual property rights, which has resulted in protracted and expensive litigation or investigations for many companies. We are currently party to litigation or disputes related to intellectual property rights of third parties, and we expect we will continue to be subject to such litigation, disputes, and investigations in the future, some of which may be material. Any intellectual property litigation or investigations to which we might become a party, or for which we are required to provide indemnification, may require us to, among other things, (i) cease selling certain products, (ii) make substantial payments for legal fees, settlement payments, or other costs or damages, (iii) change our processes or technology, obtain license(s), which may not be available on reasonable terms or at all, to use the relevant technology or process, or (iv) redesign the allegedly infringing processes to avoid infringement, misappropriation or violation."}
-{"_id": "CPNG20230425", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "Whether or not these claims are resolved in our favor, they could divert the resources of our management and adversely affect our reputation, business, financial condition, and results of operations."}
-{"_id": "CPNG20230426", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "Some of our software and systems contain open source software, which may pose particular risks to our proprietary software and solutions."}
-{"_id": "CPNG20230428", "title": "CPNG Risks Related to Laws, Regulation, and Intellectual Property", "text": "We use, and expect to continue to use, open source software in our software and systems. The licenses applicable to open source software typically require that the source code subject to the license be made available to the public and that any modifications or derivative works to open source software continue to be licensed under open source licenses. From time to time, we may face claims from third parties of infringement of their intellectual property rights, or demanding the release or license of the open source software or derivative works that we developed using such software (which could include our proprietary source code) or otherwise seeking to enforce the terms of the applicable open source license. We may inadvertently use open source software in a manner that exposes us to claims of non-compliance with the applicable terms of such license, including claims for infringement of intellectual property rights or for breach of contract. These claims could result in litigation and could require us to purchase a costly license, publicly release the affected portions of our source code, be limited in the licensing of our technologies or cease offering the implicated solutions unless and until we can re-engineer them to avoid infringement or change the use of the implicated open source software. In addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties, indemnities, or other contractual protections with respect to the software (for example, non-infringement or functionality). Our use of open source software may also present additional security risks because the source code for open source software is publicly available, which may make it easier for hackers and other third parties to determine how to breach our apps or websites and systems that rely on open source software. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could have an adverse effect on our business, financial condition, and results of operations. Coupang, Inc.##2023 Form 10-K##35"}
-{"_id": "CPNG20230430", "title": "CPNG Risks Related to Taxes", "text": "Changes in the tax treatment of companies engaged in online retail may adversely affect the commercial use of our apps and websites and our financial results."}
-{"_id": "CPNG20230431", "title": "CPNG Risks Related to Taxes", "text": "The Korean National Tax Service or the Korean Ministry of Economy and Finance may attempt to introduce new tax regimes in alignment with the Korean government\u2019s recent international-tax overhaul attempt to address the tax challenges arising from the digitalization of the economy including online retail. This may lead the Korean government to impose additional or new regulations on our business or levy additional or new sales, income or other taxes relating to our activities. New or revised tax regulations may subject us or our customers to additional sales, income, and other taxes. We cannot predict the effect of current attempts to impose sales, income, or other taxes on online retail. New or revised taxes could increase the cost of doing business online and decrease the attractiveness of advertising and selling merchandise and services over the Internet. New taxes could also create significant increases in internal costs necessary to capture data and collect and remit taxes. Any of these events could have a material and adverse effect on our business, financial condition, and results of operations."}
-{"_id": "CPNG20230432", "title": "CPNG Risks Related to Taxes", "text": "We may experience fluctuations in our tax obligations and effective tax rate, which could materially and adversely affect our results of operations."}
-{"_id": "CPNG20230433", "title": "CPNG Risks Related to Taxes", "text": "We are subject to taxes in the United States, Korea, China, Taiwan and other foreign jurisdictions where we operate. We are a Delaware corporation that is treated as a domestic corporation for U.S. federal income tax purposes. Under the rules of the Internal Revenue Code of 1986, as amended, we may be subject to U.S. federal income tax on a substantial portion of any income earned by our non-U.S. affiliates, regardless of whether that income is distributed to us, although it may be possible to offset some or all of any U.S. tax liability with credits for non-U.S. income taxes paid by the non-U.S. affiliates. These rules are extremely complicated, and their impact on us will depend on the results of our future operations and cannot be predicted or quantified at this time."}
-{"_id": "CPNG20230434", "title": "CPNG Risks Related to Taxes", "text": "Also, in 2021, the Organization for Economic Co-operation and Development (\u201cOECD\u201d) released Pillar Two model rules defining the global minimum tax rules, which contemplate a jurisdictional 15% minimum tax rate. The OECD continues to release additional guidance on these rules and the framework calls for law enactment by local countries to take effect in 2024 or 2025. These changes, when enacted by various countries in which we do business, may increase our taxes in these countries. South Korea has enacted legislation to implement OECD framework including the Under-taxed Profit Rules (the \u201cUTPR\u201d) which may impose additional reporting and compliance obligations to our group effective from January 1, 2025. This minimum tax will be treated as a period cost in future years and did not impact operating results for 2023. We are continuing to monitor legislative developments and are in the process of evaluating the potential impact of Korean and other legislation on our taxes."}
-{"_id": "CPNG20230435", "title": "CPNG Risks Related to Taxes", "text": "Our effective tax rate could fluctuate due to changes in the proportion of our earnings and losses in countries with differing statutory tax rates. Our tax expense could also be impacted by changes in non-deductible expenses; changes in excess tax benefits of equity-based compensation expense; changes in the valuation of, or our ability to use, deferred tax assets; impacts from global intangible low-taxed income (\u201cGILTI\u201d); and the applicability of withholding taxes."}
-{"_id": "CPNG20230442", "title": "CPNG Risks Related to Taxes", "text": "Our effective tax rate in a given financial statement period may be materially impacted by: \u2022Changes in tax laws, regulations, and treaties, or the interpretation thereof, \u2022the practices of tax authorities in jurisdictions in which we operate, \u2022tax policy initiatives and reforms under consideration, \u2022changes in the need for a valuation allowance on our deferred tax assets; \u2022changes to existing accounting rules or regulations, or \u2022changes to our ownership or capital structure."}
-{"_id": "CPNG20230443", "title": "CPNG Risks Related to Taxes", "text": "The income tax rules and regulations in the jurisdictions in which we operate are constantly under review by taxing authorities and other governmental bodies. New tax laws or changes to current tax laws (which changes may have retroactive application) could adversely affect our results of operations as well as our stockholders."}
-{"_id": "CPNG20230445", "title": "CPNG Risks Related to Taxes", "text": "We are subject to audit by U.S. and foreign tax authorities. Such tax authorities may disagree with tax positions we take, and if any such tax authority were to successfully challenge any such position, our business could be adversely impacted. Additionally, the taxing authorities of the jurisdictions in which we operate may challenge our methodologies for pricing intercompany transactions pursuant to our intercompany arrangements or disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a challenge or disagreement were to occur, and our position was not sustained, we could be required to pay additional taxes, interest, and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows, and lower overall profitability of our operations. Our consolidated financial statements could fail to reflect adequate reserves to cover such a contingency. Coupang, Inc.##2023 Form 10-K##36"}
-{"_id": "CPNG20230446", "title": "CPNG Risks Related to Taxes", "text": "Similarly, a taxing authority could assert that we are subject to tax in a jurisdiction where we believe we have not established a taxable connection, often referred to as a \u201cpermanent establishment\u201d under international tax treaties, and such an assertion, if successful, could increase our expected tax liability in one or more jurisdictions."}
-{"_id": "CPNG20230447", "title": "CPNG Risks Related to Taxes", "text": "Any resulting fluctuations in our tax obligations and effective tax rate could materially and adversely affect our results of business, financial condition, and results of operations."}
-{"_id": "CPNG20230448", "title": "CPNG Risks Related to Taxes", "text": "Our ability to utilize net operating loss carryforwards may be limited."}
-{"_id": "CPNG20230449", "title": "CPNG Risks Related to Taxes", "text": "As of December 31, 2023, our Korean affiliates had approximately $2.4 billion of net operating losses (\u201cNOLs\u201d) carryforwards available to reduce future taxable income, which will begin to expire in 2026. The utilization of Korea NOL carryforwards is generally limited to 80% of taxable income in the year of utilization."}
-{"_id": "CPNG20230450", "title": "CPNG Risks Related to Taxes", "text": "Realization of these NOL carryforwards depends on our future taxable income in Korea and there is a risk that portions of our existing carryforwards could expire unused and be unavailable to offset future income tax liabilities, which could materially and adversely affect our operating results."}
-{"_id": "CPNG20230451", "title": "CPNG Risks Related to Taxes", "text": "We maintain a valuation allowance on all our net deferred tax assets in China and Taiwan as we have determined that it is more likely than not that we would not recognize the benefits of these assets. For additional information, see Part II, Item 8 \u201cFinancial Statements and Supplementary Data\u201d \u2014 Note 6 \u2014 \"Income Taxes\" to the consolidated financial statements."}
-{"_id": "CPNG20230453", "title": "CPNG Risks Related to Ownership of Our Class A Common Stock", "text": "The dual class structure of our common stock has the effect of concentrating voting control with Bom Kim, who beneficially holds all of our Class B common stock representing in the aggregate 75.8% of the voting power of our capital stock."}
-{"_id": "CPNG20230454", "title": "CPNG Risks Related to Ownership of Our Class A Common Stock", "text": "All of our shares of Class B common stock, which has 29 votes per share, are beneficially held by Bom Kim, our Founder and Chief Executive Officer. Our Class A common stock, which is the stock we list on the NYSE, has one vote per share. Our Class A common stock and Class B common stock vote together as a single class on all matters, except as otherwise required by applicable law or our certificate of incorporation. Each share of our Class B common stock is convertible at any time at the option of the holder into one share of our Class A common stock. In addition, each share of our Class B common stock will convert automatically into one share of our Class A common stock upon any transfer, whether or not for value, except certain transfers to entities, to the extent the transferor retains sole dispositive power and exclusive voting control with respect to the shares of Class B common stock, and certain other transfers described in our certificate of incorporation. Upon any conversion of shares of Class B common stock into shares of Class A common stock, the voting power of any existing holder of Class A common stock in any vote of the Class A common stock voting separately as a class will be diluted to the extent of the additional shares of Class A common stock issued as a result of the conversion, but because there will be fewer shares of Class B common stock outstanding as a result of such a conversion, the voting power of any existing holder of Class A common stock in any vote of all shares of capital stock voting together as a class will increase because there will be fewer shares of the higher vote Class B common stock outstanding. Because of the 29-to-one voting ratio between our Class B and Class A common stock, the Class B common stock held by Mr. Kim represent, in the aggregate, 75.8% of the combined voting power of our capital stock as of December 31, 2023. The control by Mr. Kim of a majority of the combined voting power will limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval. In addition, this may defer, prevent, or discourage unsolicited acquisition proposals or offers for our capital stock that you may believe are in your best interest as one of our stockholders. Mr. Kim also has the ability to control our management and major strategic investments as a result of his position as our Chief Executive Officer. Although Mr. Kim owes a fiduciary duty to our stockholders as a board member and officer, as a stockholder, Mr. Kim is entitled to vote his shares in his own interest, which may not always be in the interest of our stockholders generally. Similarly, a reduction in Mr. Kim\u2019s shareholdings could impact his ability to control corporate matters."}
-{"_id": "CPNG20230455", "title": "CPNG Risks Related to Ownership of Our Class A Common Stock", "text": "We cannot predict the effect our dual class structure may have on the price per share of our Class A common stock."}
-{"_id": "CPNG20230457", "title": "CPNG Risks Related to Ownership of Our Class A Common Stock", "text": "We cannot predict whether our dual class structure will result in a lower or more volatile price of our Class A common stock, in adverse publicity, or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indices. In July 2017, FTSE Russell announced that it plans to require new constituents of its indices to have greater than 5% of the company\u2019s voting rights in the hands of public stockholders, and S&P Dow Jones announced that it will no longer admit companies with multiple-class share structures to certain of its indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400, and S&P SmallCap 600, which together make up the S&P Composite 1500. The dual class structure of our common stock would make us ineligible for inclusion in these and certain other indices and, as a result, mutual funds, exchange-traded funds, and other investment vehicles that attempt to passively track those indices would not invest in our Class A common stock. These policies are relatively new and it is unclear what effect, if any, they will have on the valuations of publicly-traded companies excluded from such indices, but it is possible that they may adversely Coupang, Inc.##2023 Form 10-K##37"}
-{"_id": "CPNG20230458", "title": "CPNG Risks Related to Ownership of Our Class A Common Stock", "text": "affect our value compared to similar companies that are included in such indices. As a result, the price per share of our Class A common stock could decline or remain depressed."}
-{"_id": "CPNG20230459", "title": "CPNG Risks Related to Ownership of Our Class A Common Stock", "text": "In addition, several stockholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual class structure of our common stock could cause stockholder advisory firms to recommend withholding votes against our directors, publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any actions or publications by stockholder advisory firms critical of our corporate governance practices or capital structure could cause the price per share of our Class A common stock to decline."}
-{"_id": "CPNG20230460", "title": "CPNG Risks Related to Ownership of Our Class A Common Stock", "text": "The market price of shares of our Class A common stock may be volatile, which could cause the value of your investment to decline."}
-{"_id": "CPNG20230476", "title": "CPNG Risks Related to Ownership of Our Class A Common Stock", "text": "The stock market in general, and the market for stocks of technology companies in particular, has been highly volatile. As a result, the market price of shares of our Class A common stock is likely to be volatile, and investors in our Class A common stock may experience a decrease, which could be substantial, in the price of their Class A common stock or the loss of their entire investment for a number of reasons, including reasons unrelated to our operating performance or prospects. The market price of shares of our Class A common stock could be subject to wide fluctuations in response to a broad and diverse range of factors, including those described elsewhere in this \u201cRisk Factors\u201d section and this Form 10-K and the following: \u2022actual or anticipated fluctuations in our results of operations; \u2022overall performance of the equity markets and the economy as a whole; \u2022changes in the financial projections we may provide to the public or our failure to meet these projections; \u2022failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow us, or our failure to meet these estimates or the expectations of investors; \u2022actual or anticipated changes in our growth rate relative to that of our competitors; \u2022changes in the anticipated future size or growth rate of our addressable markets; \u2022changes in our dividend or stock repurchase activities; \u2022announcements of new products, or of acquisitions, strategic partnerships, joint ventures, or capital-raising activities or commitments, by us or by our competitors; \u2022additions or departures of board members, management, or key personnel; \u2022rumors and market speculation involving us or other companies in our industry; \u2022new laws or regulations or new interpretations of existing laws or regulations applicable to our business, including those related to data privacy and cyber security in Korea or globally; \u2022lawsuits or investigations threatened or filed against us; \u2022other events or factors, including those resulting from war, incidents of terrorism, or responses to these events; \u2022health epidemics and pandemics, influenza, and other highly communicable diseases or viruses; and \u2022sales or expectations with respect to sales of shares of our Class A common stock by us or our security holders."}
-{"_id": "CPNG20230477", "title": "CPNG Risks Related to Ownership of Our Class A Common Stock", "text": "In addition, stock markets with respect to newly public companies, particularly companies in the technology industry, have experienced significant price and volume fluctuations that have affected and continue to affect the stock prices of these companies. Stock prices of many companies, including technology companies, have fluctuated in a manner often unrelated to the operating performance of those companies. In the past, companies that have experienced volatility in the trading price for their stock have been subject to securities class action litigation. We are currently subject to a putative securities class action litigation and we may be subject to additional securities related litigation and claims in the future. Any such securities litigation or claims could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business, financial condition, and results of operations. For additional information about the litigation in which we are involved, see \u201cItem 3 \u2014Legal Proceedings\u201d."}
-{"_id": "CPNG20230478", "title": "CPNG Risks Related to Ownership of Our Class A Common Stock", "text": "Sales of our Class A common stock in the public market could cause the price per share of our Class A common stock to decline."}
-{"_id": "CPNG20230480", "title": "CPNG Risks Related to Ownership of Our Class A Common Stock", "text": "Sales of a substantial number of shares of Class A common stock into the public market, particularly sales by our directors, executive officers, or principal stockholders, or the perception that these sales might occur, could cause the price of our Class A common stock to decline. As of December 31, 2023, we had 1,615,525,811 shares of Class A common stock outstanding. We have also registered shares of Class A common stock that we may issue under our employee equity incentive plans. These shares will be able to be sold freely in the public market upon issuance, subject to applicable vesting requirements, compliance by affiliates Coupang, Inc.##2023 Form 10-K##38"}
-{"_id": "CPNG20230481", "title": "CPNG Risks Related to Ownership of Our Class A Common Stock", "text": "with Rule 144, and other restrictions provided under the terms of the applicable plan and/or the award agreements entered into with participants."}
-{"_id": "CPNG20230482", "title": "CPNG Risks Related to Ownership of Our Class A Common Stock", "text": "The holders of approximately 36% of our shares of our Class A and Class B common stock are entitled to rights with respect to the registration of their shares under the Securities Act. Registration of these shares under the Securities Act would result in the shares becoming freely tradable without restriction under the Securities Act, except for shares purchased by affiliates. Any sales of securities by these stockholders could cause the price per share of our Class A common stock to decline."}
-{"_id": "CPNG20230483", "title": "CPNG Risks Related to Ownership of Our Class A Common Stock", "text": "Our certificate of incorporation designates the Court of Chancery of the State of Delaware and, to the extent enforceable, the federal district courts of the United States as the exclusive forums for certain disputes between us and our stockholders, which will restrict our stockholders\u2019 ability to choose the judicial forum for disputes with us or our directors, officers, or employees."}
-{"_id": "CPNG20230484", "title": "CPNG Risks Related to Ownership of Our Class A Common Stock", "text": "Our certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: any derivative action or proceeding brought on our behalf, any action asserting a breach of a fiduciary duty, any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our certificate of incorporation, or our bylaws, or any action asserting a claim against us that is governed by the internal affairs doctrine. The provisions would not apply to suits brought to enforce a duty or liability created by the Securities Act, the Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our certificate of incorporation provides that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act."}
-{"_id": "CPNG20230486", "title": "CPNG Risks Related to Ownership of Our Class A Common Stock", "text": "These choice of forum provisions may limit a stockholder\u2019s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring such a claim arising under the Securities Act against us, our directors, officers, or other employees in a venue other than in the federal district courts of the United States. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our certificate of incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions, and we cannot assure that the provisions will be enforced by a court in those other jurisdictions. Coupang, Inc.##2023 Form 10-K##39"}
-{"_id": "CPNG20230488", "title": "CPNG Unresolved Staff Comments", "text": "None."}
-{"_id": "CPNG20230490", "title": "CPNG Cybersecurity", "text": "Coupang has a cyber risk management framework designed to assess, identify, and manage cyber related risks. Cyber related risks are identified through audits, assessments, and incidents. Our vulnerability scanning process uses both automated tools and penetration testing to identify vulnerabilities within our environment."}
-{"_id": "CPNG20230491", "title": "CPNG Cybersecurity", "text": "We seek to identify, manage and reduce the risks and potential vulnerabilities by integrating controls and solutions into technology projects based on severity and priority. The Chief Information Security Officer (\u201cCISO\u201d), who has extensive cybersecurity knowledge and skills gained from over 15 years of work experience at the Company and elsewhere, leads our global information security organization responsible for overseeing the Coupang information security program. The CISO regularly reviews our cyber strategy with technology leadership in order to assess whether the cyber strategy is integrated across the organization. The CISO receives reports on cybersecurity threats from experienced information security officers in our security organization on an ongoing basis and in conjunction with management, regularly reviews risk management measures implemented by the Company to identify and mitigate data protection and cybersecurity risks. We conduct annual assessments by certified external third-party assessors as part of our industry-recognized information security certifications, ISMS-P and ISO 27001. We also periodically have external third-party consultants conduct maturity assessments of our Information Security program. The results of these audits and assessments inform us about possible risks which are managed through our enterprise risk management process. We also employ external third-party vendors to provide cyber threat intelligence when relevant information is available or as requested. We also employ systems and processes designed to oversee, identify, and reduce the potential impact of a security incident at a third-party vendor, service provider or customer or otherwise implicating the third-party technology and systems we use."}
-{"_id": "CPNG20230492", "title": "CPNG Cybersecurity", "text": "The executive leadership team provides oversight and guidance on cyber policies, procedures, and strategies. Our Board of Director\u2019s role in risk oversight is consistent with our leadership structure, with the executive leadership team having responsibility for assessing and managing risks we face in executing our business plans, and the Board and its committees providing oversight in connection with those efforts."}
-{"_id": "CPNG20230493", "title": "CPNG Cybersecurity", "text": "In addition to the full Board, the Audit Committee of the Board plays an important role in the oversight of our enterprise risk assessment and management activities, which identify key risks to our business, including risks related to cybersecurity, data privacy, and regulations, and assesses any steps taken to monitor and control such risk. The Audit Committee regularly meets with the CISO to discuss various cybersecurity matters including cyber strategy, cybersecurity risks, controls, including results of audits, mitigation strategies, areas of emerging risks, incidents, if any, and industry trends. We have protocols by which certain cybersecurity incidents that meet established reporting thresholds are escalated within the Company and, where appropriate, reported to the Audit Committee through ongoing updates until resolution."}
-{"_id": "CPNG20230494", "title": "CPNG Cybersecurity", "text": "We seek to identify and manage risks from cyber threat intelligence and lessons learned from known cyber incidents with our cyber risk management process and include these within our cyber risk strategy through major technology enhancements and projects. Risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations or financial condition. Cybersecurity risks continue to increase, and as set out in our risk factors our services may be affected by cybersecurity and data security incidents, including but not limited to spyware, viruses, phishing, and other spam emails, denial of service attacks, data theft, computer intrusions, outages, and similar events, which could be material to the Company. See \u201cItem 1A. Risk Factors\u201d in this Form 10-K for additional discussion on the risks of future cyber incidents to our results of operations and financial condition."}
-{"_id": "CPNG20230496", "title": "CPNG Properties", "text": "We lease our principal executive office in Seattle, Washington and additional office space in Korea, the United States, and throughout Asia. We lease or own over 55 million square feet of fulfillment and logistics space throughout Korea, as well as other parts of Asia and the United States. We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations."}
-{"_id": "CPNG20230499", "title": "CPNG Legal Proceedings", "text": "From time to time, we are subject to legal proceedings, claims, litigation, governmental audits, inspections, investigations, and other various proceedings in the ordinary course of business. We have received, and may in the future continue to receive, claims, litigation, governmental audits, inspections, and investigations relating to issues such as employment and labor, worker classification and assignment, worker pay, hours and benefits, labor relations including union and collective bargaining issues, employment authorization and immigration, health and safety, workplace harassment, workplace sexual harassment, intellectual property (including patent, trademark, and copyright), product safety, personal injury, privacy, information security, tax compliance, Coupang, Inc.##2023 Form 10-K##40"}
-{"_id": "CPNG20230500", "title": "CPNG Legal Proceedings", "text": "import/export regulations, foreign exchange regulations, licenses and permits, food safety, medical products, drugs and devices, financial services, antitrust and fair trade matters, consumer protection, and environmental issues."}
-{"_id": "CPNG20230501", "title": "CPNG Legal Proceedings", "text": "The results of any current or future claims, litigation, governmental audits, inspections, or investigations cannot be predicted with certainty. Regardless of the outcome, these claims, proceedings and investigations could have an adverse impact on us because of defense and settlement costs, diversion of management resources, harm to our brand and reputation, and other factors."}
-{"_id": "CPNG20230502", "title": "CPNG Legal Proceedings", "text": "The most significant of our current legal proceedings are described in Note 13 \u2014 \"Commitments and Contingencies\", in Part II, Item 8 - \u201cFinancial Statements and Supplementary Data\u201d, and risks relating to legal matters are described elsewhere in this Form 10-K, see \u201cItem 1A. Risk Factors.\u201d"}
-{"_id": "CPNG20230505", "title": "CPNG Mine Safety Disclosures", "text": "Not applicable. Coupang, Inc.##2023 Form 10-K##41"}
-{"_id": "CPNG20230506", "title": "CPNG Mine Safety Disclosures", "text": "Market for Registrant\u2019s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities"}
-{"_id": "CPNG20230509", "title": "CPNG Market for Common Stock", "text": "Our Class A common stock is traded on the New York Stock Exchange under the symbol \u201cCPNG.\u201d Our Class B common stock is not listed or traded on any stock exchange."}
-{"_id": "CPNG20230511", "title": "CPNG Holders of Common Stock", "text": "As of February 22, 2024, there were 37 holders of record of our Class A common stock and one holder of record of our Class B common stock. Because some of our shares of class A common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders."}
-{"_id": "CPNG20230513", "title": "CPNG Dividend Policy", "text": "We have not in the past and do not anticipate declaring or paying any cash dividends in the foreseeable future. Additionally, we may enter into agreements or other borrowing arrangements in the future that will restrict our ability to declare or pay cash dividends or make distributions on our capital stock. The ability of certain subsidiaries to pay dividends to Coupang, Inc. is restricted due to terms which require the subsidiaries to meet certain financial covenants. In addition, Coupang, Inc.\u2019s Korean subsidiaries, have certain regulatory restrictions that only allow dividend payments to be made while maintaining a positive net equity balance or if dividends are paid out of the current year\u2019s income, if any. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions, and other factors our board of directors may deem relevant."}
-{"_id": "CPNG20230514", "title": "CPNG Dividend Policy", "text": "Issuer Purchases of Equity Securities and Sales of Unregistered Equity Securities"}
-{"_id": "CPNG20230516", "title": "CPNG Issuer Purchases of Equity Securities", "text": "None."}
-{"_id": "CPNG20230518", "title": "CPNG Sales of Unregistered Equity Securities", "text": "None."}
-{"_id": "CPNG20230520", "title": "CPNG [Reserved]", "text": " Coupang, Inc.##2023 Form 10-K##42"}
-{"_id": "CPNG20230521", "title": "CPNG [Reserved]", "text": "Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations"}
-{"_id": "CPNG20230530", "title": "CPNG [Reserved]", "text": "The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Form 10-K. This discussion, particularly information with respect to our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading \u201cSpecial Note Regarding Forward-Looking Statements\u201d in this Form 10-K. You should review the disclosure in Part I\u2014Item 1A. \"Risk Factors\" in this Form 10-K for a discussion of important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements. ##Page Overview##43 Key Business Metrics##44 Non-GAAP Financial Measures##45 Results of Operations##47 Liquidity and Capital Resources##49 Critical Accounting Policies and Estimates##52 Recently Adopted Accounting Pronouncements##54"}
-{"_id": "CPNG20230532", "title": "CPNG Overview", "text": "Coupang is one of the largest retailers in Asia, with a mission to revolutionize the everyday lives of its customers and create a world where people wonder, \u201cHow did we ever live without Coupang?\u201d Coupang is headquartered in the United States, with operations and support services performed in geographies including South Korea, Taiwan, Singapore, China, and India. We believe that we are a preeminent online destination because of our broad selection, low prices, and exceptional delivery and customer experience across our owned inventory selection as well as products offered by third-party merchants. Our unique end-to-end integrated fulfillment, logistics, and technology network enables Rocket Delivery, which provides free, next-day delivery for orders placed anytime of the day, even seconds before midnight\u2014across millions of products in Korea. Our structural advantages from complete end-to-end integration, investments in technology, and scale economies generate higher efficiencies that allow us to pass savings to customers in the form of lower prices. The capabilities we have built provide us with opportunities to expand into other offerings and geographies."}
-{"_id": "CPNG20230533", "title": "CPNG Overview", "text": "We believe the true measure of our success will be shareholder value created over the long term. Our long-term investments in building a differentiated technology-orchestrated network and customer-facing functionality have helped build a business that we expect will deliver significant growth and cash flows at scale. We have in turn successfully reinvested to expand existing offerings and develop new offerings, such as with our owned-inventory and marketplace selection, FLC merchant services, Rocket WOW membership, Rocket Fresh, Coupang Eats, and Coupang Play, among others in Korea."}
-{"_id": "CPNG20230534", "title": "CPNG Overview", "text": "Our segments reflect the way we evaluate our business performance and manage operations. See Note 3 \u2014 \"Segment Reporting\" to the consolidated financial statements included elsewhere in Part II, Item 8 of this Annual Report on Form 10-K."}
-{"_id": "CPNG20230535", "title": "CPNG Overview", "text": "Product Commerce primarily includes core Korean retail (owned inventory) and marketplace offerings (third-party merchants) and Rocket Fresh, our fresh grocery offering, as well as advertising products associated with these offerings. Revenues from Product Commerce are derived primarily from online product sales of owned inventory to customers in Korea, commissions, logistics and fulfillment fees earned from merchants that sell products through our mobile application and website, and from Rocket WOW membership."}
-{"_id": "CPNG20230536", "title": "CPNG Overview", "text": "Developing Offerings primarily includes more nascent offerings and services, including Coupang Eats, our restaurant ordering and delivery service in Korea, Coupang Play, our online content streaming service in Korea, fintech, our retail operations in Taiwan, as well as advertising products associated with these offerings. Revenues from Developing Offerings are primarily generated from online restaurant ordering and delivery services in Korea and retail operations in Taiwan."}
-{"_id": "CPNG20230539", "title": "CPNG Farfetch Acquisition", "text": "In January 2024 we completed the Farfetch Acquisition which will be consolidated in our results beginning in Q1 2024. Farfetch has a history of operating losses, and to what extent their future results may impact our consolidated results is unknown. Coupang, Inc.##2023 Form 10-K##43"}
-{"_id": "CPNG20230553", "title": "CPNG Farfetch Acquisition", "text": "Key Financial and Operating Highlights: (in millions)####2023######2022####% Change## Total net revenues##$##24,383####$##20,583####18##% Total net revenues, constant currency(1)##$##24,637####$##23,236####20##% Gross profit(2)##$##6,190####$##4,710####31##% Net income (loss)##$##1,360####$##(92)####NM(3)## Net income (loss) margin####5.6##%####(0.4)##%#### Adjusted EBITDA(1)##$##1,074####$##381####182##% Adjusted EBITDA margin(1)####4.4##%####1.9##%#### Net cash provided by operating activities##$##2,652####$##565####NM(3)## Free cash flow(1)##$##1,775####$##(246)####NM(3)## Segment adjusted EBITDA:################ Product Commerce##$##1,540####$##606####154##% Developing Offerings##$##(466)####$##(225)####107##%"}
-{"_id": "CPNG20230554", "title": "CPNG Farfetch Acquisition", "text": "(1)Total net revenues, constant currency; total net revenues growth, constant currency; adjusted EBITDA; adjusted EBITDA margin; and free cash flow are non-GAAP measures. See \u201cNon-GAAP Financial Measures\u201d and \u201cReconciliation of GAAP to Non-GAAP Measures\u201d below for the reconciliation of the Non-GAAP measures with their comparable amounts prepared in accordance with accounting principles generally accepted in the United States of America (\u201cU.S. GAAP\u201d)."}
-{"_id": "CPNG20230555", "title": "CPNG Farfetch Acquisition", "text": "(2)Gross profit is calculated as total net revenues minus cost of sales."}
-{"_id": "CPNG20230556", "title": "CPNG Farfetch Acquisition", "text": "(3)Non-meaningful."}
-{"_id": "CPNG20230561", "title": "CPNG Key Business Metrics", "text": " ######Three Months Ended December 31,#### (in millions, except net revenues per Active Customer)####2023######2022 Active Customers####21.0######18.1 Total net revenues per Active Customer##$##312####$##294"}
-{"_id": "CPNG20230563", "title": "CPNG Active Customers", "text": "As of the last date of each reported period, we determine our number of Active Customers by counting the total number of individual customers who have ordered at least once directly from our apps or websites in Korea during the relevant period. A customer is anyone who has created an account on our apps or websites, identified by a unique email address. The change in Active Customers in a reported period captures both the inflow of new customers as well as the outflow of existing customers who have not made a purchase in the period. We view the number of Active Customers as a key indicator of our potential for growth in total net revenues, the reach of our network, the awareness of our brand, and the engagement of our customers."}
-{"_id": "CPNG20230566", "title": "CPNG Net Revenues per Active Customer", "text": "Net revenues per Active Customer is the total net revenues generated in a period divided by the total number of Active Customers in that period. A key driver of growth is increasing the frequency and the level of spend of Active Customers who are shopping on our apps or websites. We therefore view net revenues per Active Customer as a key indicator of engagement and retention of our customers and our ability to drive future revenue growth. Coupang, Inc.##2023 Form 10-K##44"}
-{"_id": "CPNG20230568", "title": "CPNG Non-GAAP Financial Measures", "text": "We report our financial results in accordance with U.S. GAAP. However, management believes that certain non-GAAP financial measures provide investors with additional useful information in evaluating our performance. These non-GAAP financial measures may be different than similarly titled measures used by other companies."}
-{"_id": "CPNG20230576", "title": "CPNG Non-GAAP Financial Measures", "text": "Our non-GAAP financial measures should not be considered in isolation from, or as substitutes for, financial information prepared in accordance with U.S. GAAP. Non-GAAP measures have limitations in that they do not reflect all the amounts associated with our results of operations as determined in accordance with U.S. GAAP. These measures should only be used to evaluate our results of operations in conjunction with the corresponding U.S. GAAP measures. Non-GAAP Measure##Definition Free Cash Flow##\u2022 Cash flow from operations  Less: purchases of property and equipment,  Plus: proceeds from sale of property and equipment. Adjusted EBITDA##\u2022 Net income (loss), excluding the effects of:  - depreciation and amortization,  - interest expense,  - interest income, - other income (expense), net,  - income tax expense (benefit), - equity-based compensation, - impairments, and - other items not reflective of our ongoing operations. Adjusted EBITDA Margin##\u2022 Adjusted EBITDA as a percentage of total net revenues. Constant Currency Revenue##\u2022 Constant currency information compares results between periods as if exchange rates had remained constant. \u2022 We define constant currency revenue as total revenue excluding the effect of foreign exchange rate movements, and use it to determine the constant currency revenue growth on a comparative basis. \u2022 Constant currency revenue is calculated by translating current period revenues using the prior period exchange rate. Constant Currency Revenue Growth##\u2022 Constant currency revenue growth (as a percentage) is calculated by determining the increase in current period revenue over prior period revenue, where current period foreign currency revenue is translated using prior period exchange rates. Coupang, Inc.##2023 Form 10-K##45"}
-{"_id": "CPNG20230589", "title": "CPNG Free Cash Flow", "text": " (in millions)####2023####2022 Net cash provided by operating activities##$##2,652##$##565 Adjustments:######## Purchases of land and buildings####(374)####(226) Purchases of equipment####(522)####(598) Total purchases of property and equipment##$##(896)##$##(824) Proceeds from sale of property and equipment####19####13 Total adjustments##$##(877)##$##(811) Free cash flow##$##1,775##$##(246) Net cash used in investing activities##$##(927)##$##(848) Net cash provided by financing activities##$##199##$##247"}
-{"_id": "CPNG20230603", "title": "CPNG Adjusted EBITDA and Adjusted EBITDA Margin", "text": " (in millions)####2023######2022## Total net revenues##$##24,383####$##20,583## Net income (loss)####1,360######(92)## Net income (loss) margin####5.6##%####(0.4)##% Adjustments:############ Depreciation and amortization####275######231## Interest expense####48######27## Interest income####(178)######(53)## Income tax benefit####(776)######(1)## Other expense, net####19######7## Equity-based compensation####326######262## Adjusted EBITDA##$##1,074####$##381## Adjusted EBITDA margin####4.4##%####1.9##%"}
-{"_id": "CPNG20230614", "title": "CPNG Constant Currency Revenue and Constant Currency Revenue Growth", "text": " ########2023########2022##Year over Year Growth (in millions)####As Reported####Exchange Rate Effect####Constant Currency Basis####As Reported## ##Consolidated################ Net retail sales##$##21,223##$##221##$##21,444##$##18,338## Net other revenue####3,160####33####3,193####2,245## Total net revenues##$##24,383##$##254##$##24,637##$##20,583## ##Net Revenues by Segment################ Product Commerce##$##23,594##$##246##$##23,840##$##19,955## Developing Offerings####789####8####797####628## Total net revenues##$##24,383##$##254##$##24,637##$##20,583##"}
-{"_id": "CPNG20230616", "title": "CPNG Constant Currency Revenue and Constant Currency Revenue Growth", "text": "Certain amounts may not foot due to rounding. Coupang, Inc.##2023 Form 10-K##46"}
-{"_id": "CPNG20230632", "title": "CPNG Results of Operations", "text": " ##################% Change#### (in millions)####2023####2022####2021##2023 vs 2022######2022 vs 2021## Net retail sales##$##21,223##$##18,338##$##16,488##16##%####11##% Net other revenue####3,160####2,245####1,918##41##%####17##% Total net revenues####24,383####20,583####18,406##18##%####12##% Cost of sales####18,193####15,873####15,455##15##%####3##% Operating, general and administrative####5,717####4,822####4,445##19##%####8##% Total operating cost and expenses####23,910####20,695####19,900##16##%####4##% Operating income (loss)####473####(112)####(1,494)##NM(1)######(93)##% Interest income####178####53####9##NM(1)######NM(1)## Interest expense####(48)####(27)####(45)##78##%####(40)##% Other expense, net####(19)####(7)####(12)##171##%####(38)##% Income (loss) before income taxes####584####(93)####(1,542)##NM(1)######(94)##% Income tax (benefit) expense####(776)####(1)####1##NM(1)######NM(1)## Net income (loss)##$##1,360##$##(92)##$##(1,543)##NM(1)######(94)##%"}
-{"_id": "CPNG20230633", "title": "CPNG Results of Operations", "text": "(1)Non-meaningful."}
-{"_id": "CPNG20230634", "title": "CPNG Results of Operations", "text": "A discussion regarding our financial condition and results of operations for 2022 compared to 2021 can be found under Part II, Item 7 \u2014 \u201cManagement's Discussion and Analysis of Financial Condition and Results of Operations\u201d in our Annual Report on Form 10-K for 2022."}
-{"_id": "CPNG20230641", "title": "CPNG Total Net Revenues", "text": "We categorize our total net revenues as (1) net retail sales and (2) net other revenue. Total net revenues incorporate reductions for estimated returns, promotional discounts, and earned loyalty rewards and exclude amounts collected on behalf of third parties, such as value added taxes. We periodically provide customers with promotional discounts to retail prices, such as percentage discounts and other similar offers, to incentivize increased customer spending and loyalty. These promotional discounts are discretionary and are reflected as reductions to the selling price and revenue recognized on each corresponding transaction. Loyalty rewards are offered as part of revenue transactions to all retail customers, whereby rewards are earned as a percentage of each purchase, for the customer to apply towards the purchase price of a future transaction. We defer a portion of revenue from each originating transaction, based on the estimated standalone selling price of the loyalty reward earned, and then recognize the revenue as the loyalty reward is redeemed in a future transaction, or when they expire. The amount of the deferred revenue related to these loyalty rewards is not material. ##############% Change#### (in millions)####2023####2022##As Reported######Constant Currency## Net retail sales##$##21,223##$##18,338##16##%####17##% Net other revenue####3,160####2,245##41##%####42##% Total net revenues##$##24,383##$##20,583##18##%####20##%"}
-{"_id": "CPNG20230643", "title": "CPNG Total Net Revenues", "text": "Net retail sales represent the majority of our total net revenues which we earn from online product sales of our owned inventory to customers. Net other revenue includes revenue from commissions earned from merchants that sell their products through our apps or websites. We are not the merchant of record in these transactions, nor do we take possession of the related inventory. Net other revenue also includes consideration from online restaurant ordering and delivery services performed by us, as well as advertising services provided on our apps or websites. We also earn subscription revenue from memberships to our Rocket WOW membership program, which is also included in net other revenue. Coupang, Inc.##2023 Form 10-K##47"}
-{"_id": "CPNG20230644", "title": "CPNG Total Net Revenues", "text": "Fulfillment and Logistics by Coupang (\u201cFLC\u201d) is a Product Commerce offering that enables participating merchants to leverage our end-to-end integrated logistics and fulfillment network. The previous contract terms with FLC merchants resulted in the transfer of control of the merchants\u2019 products to us and Coupang is the seller of record in these transactions, whereby revenue is recorded on a gross basis (principal). Beginning in the second quarter of 2023, we changed the FLC program and related contracts with merchants, streamlining the overall process for merchants and us. As a result of these changes, control of these products is no longer transferred to the Company prior to sales. The change impacted how we recognize a portion of our revenue, from a gross basis (principal) to a net basis (agent). As of the end of the second quarter of 2023, the previous contract terms had expired, after which commissions and logistics and fulfillment fees earned from FLC merchants under the new contracts are recorded in net other revenue. This will continue to result in a prospective reduction in total net revenues associated with FLC compared to historical periods, with no significant corresponding impact on gross profit expected."}
-{"_id": "CPNG20230650", "title": "CPNG Total Net Revenues", "text": "The following table presents our total net revenues by segment. ##############% Change#### (in millions)####2023####2022##As Reported######Constant Currency## Product Commerce##$##23,594##$##19,955##18##%####19##% Developing Offerings####789####628##26##%####27##% Total net revenues##$##24,383##$##20,583##18##%####20##%"}
-{"_id": "CPNG20230651", "title": "CPNG Total Net Revenues", "text": "The increase in Product Commerce net revenues are primarily due to continued growth in our Active Customers and total net revenues per Active Customer, driven by increased product selection of our owned inventory, increased customer engagement across more product categories, and increased merchants available on our marketplace. This was partially offset by the net revenue impact of our transition of FLC merchants to new contracts now recognized on a net basis."}
-{"_id": "CPNG20230652", "title": "CPNG Total Net Revenues", "text": "The increase in Developing Offerings net revenues are primarily due to our growth initiatives in Taiwan."}
-{"_id": "CPNG20230654", "title": "CPNG Cost of Sales", "text": "Cost of sales primarily consists of the purchase price of products sold directly to customers where we record revenue gross, and includes logistics costs. Inbound shipping and handling costs to receive products from suppliers are included in inventory and recognized in cost of sales as products are sold. Additionally, cost of sales includes outbound shipping and logistics related expenses, delivery costs from our restaurant delivery business, and depreciation and amortization expense."}
-{"_id": "CPNG20230655", "title": "CPNG Cost of Sales", "text": "The increase in cost of sales primarily reflects higher volume from increased sales and customer demand. Cost of sales as a percentage of revenue decreased from 77.1% for 2022 to 74.6% for 2023 primarily due to further operational efficiencies, continued supply chain optimization, and an increased percentage of revenues earned from higher margin revenue categories and offerings, including the enhanced FLC program. These benefits were partially offset by the impacts from our growth initiatives in developing offerings."}
-{"_id": "CPNG20230657", "title": "CPNG Operating, General and Administrative Expenses", "text": "Operating, general and administrative expenses include all our operating costs excluding cost of sales, as described above. More specifically, these expenses include costs incurred in operating and staffing our fulfillment centers (including costs attributed to receiving, inspecting, picking, packaging, and preparing customer orders), customer service-related costs, payment processing fees, costs related to the design, execution, and maintenance of our technology infrastructure and online offerings, advertising costs, general corporate function costs, and depreciation and amortization expense."}
-{"_id": "CPNG20230658", "title": "CPNG Operating, General and Administrative Expenses", "text": "The increase in operating, general and administrative expenses primarily reflects increases in fulfillment costs due to growth in our business and slightly higher advertising expenses, reflecting growth in revenues. These expenses as a percentage of revenue were unchanged at 23.4% for 2022 and 2023 as continued operating efficiencies were offset by decreased revenues from the transition to the new FLC contracts beginning in the second quarter of 2023."}
-{"_id": "CPNG20230660", "title": "CPNG Interest Income", "text": "Interest income primarily consists of interest earned on our deposits held with financial institutions."}
-{"_id": "CPNG20230661", "title": "CPNG Interest Income", "text": "Interest income increased $125 million compared to the prior year. The increase in interest income was primarily due to higher interest rates in 2023 combined with our higher average cash and cash equivalent balances."}
-{"_id": "CPNG20230664", "title": "CPNG Income Taxes", "text": "We are subject to income taxes predominantly in Korea, as well as in the United States and other foreign jurisdictions in which we do business. Foreign jurisdictions have different statutory tax rates than those in the United States. Additionally, certain of our Coupang, Inc.##2023 Form 10-K##48"}
-{"_id": "CPNG20230665", "title": "CPNG Income Taxes", "text": "foreign earnings may also be taxable in the United States. Accordingly, our effective tax rate is subject to significant variation and can vary based on the amount of pre-tax income or loss, the relative proportion of foreign to domestic income, use of tax credits and changes in the valuation of our deferred tax assets and liabilities. Beginning in 2022, the Tax Cuts and Jobs Act, as currently enacted, requires taxpayers to capitalize research and development expenses with amortization periods over five and fifteen years, which has and is expected to continue to increase the amount of our GILTI inclusion."}
-{"_id": "CPNG20230666", "title": "CPNG Income Taxes", "text": "Our effective income tax rate changed from an expense of 1.1% in 2022 to a benefit of (133.1)% in 2023 due to the release of the valuation allowance for our Korean deferred tax assets in 2023. Our effective tax rate differs from the federal statutory rate due to valuation allowances, net operating losses and tax credits used for the periods, partially offset by the mix of our income (loss) before income taxes generated across the various jurisdictions in which we operate, including the impact of international provisions of the Tax Cuts and Jobs Act and permanent differences from non-deductible expenses. We expect that our effective tax rate in future periods will continue to differ significantly from the applicable statutory rate."}
-{"_id": "CPNG20230667", "title": "CPNG Income Taxes", "text": "During 2023, we continued to see improved and sustained profitability, which presents objective positive evidence for the realizability of certain deferred tax assets. As such, based on the overall analysis of the positive and negative evidence in each tax jurisdiction, during 2023 we released the valuation allowance related to the Korea net operating loss deferred tax assets. The release of the valuation allowance in 2023 resulted in recognition of a portion of our net deferred tax assets and a benefit to our provision for income taxes of $905 million. We expect this change to result in a subsequently higher effective tax rate until the net operating losses are fully utilized, but we do not expect that it will materially impact our cash tax payments and related liabilities."}
-{"_id": "CPNG20230668", "title": "CPNG Income Taxes", "text": "In addition to U.S. tax law changes, our global operations make the tax rate sensitive to significant foreign tax law changes. A number of countries have begun to enact legislation to implement the OECD\u2019s international tax framework, including Pillar Two global minimum tax regime. South Korea has enacted legislation to implement OECD framework including the Under-taxed Profit Rules (the \u201cUTPR\u201d) which may impose additional reporting and compliance obligations to our group effective from January 1, 2025. This minimum tax will be treated as a period cost in future years and did not impact operating results for 2023. We are continuing to monitor legislative developments and are in the process of evaluating the potential impact of Korean and other legislation on our results of future operations."}
-{"_id": "CPNG20230674", "title": "CPNG Segment Adjusted EBITDA", "text": "The operating performance measure of each segment is segment adjusted EBITDA. Segment adjusted EBITDA is defined as income (loss) before income taxes for a period before depreciation and amortization, interest expense, interest income, income tax expense (benefit), other income (expense), net, equity-based compensation, impairments, and other items that we do not believe are reflective of our ongoing operations associated with our segments. (in millions)####2023####2022##% Change## Product Commerce##$##1,540##$##606##154##% Developing Offerings####(466)####(225)##107##% Consolidated adjusted EBITDA##$##1,074##$##381##182##%"}
-{"_id": "CPNG20230675", "title": "CPNG Segment Adjusted EBITDA", "text": "(1)Non-meaningful."}
-{"_id": "CPNG20230676", "title": "CPNG Segment Adjusted EBITDA", "text": "The improvement in Product Commerce segment adjusted EBITDA was primarily due to an increase in net revenues, further operational efficiencies, improvements from supply chain optimization, and an increased percentage of revenues earned from higher margin revenue categories and offerings."}
-{"_id": "CPNG20230677", "title": "CPNG Segment Adjusted EBITDA", "text": "The increased loss in Developing Offerings segment adjusted EBITDA was the result of increased investments in our Eats and Taiwan offerings, and higher content costs for our Coupang Play offering. These losses were partially offset by efficiencies in delivery costs associated with Coupang Eats."}
-{"_id": "CPNG20230680", "title": "CPNG Liquidity", "text": "Liquidity is a measure of our ability to access sufficient cash flows to meet the short-term and long-term cash requirements of our business operations. Our primary sources of liquidity are cash on hand, supplemented through various debt financing arrangements and sales of our equity securities. We had total cash, cash equivalents and restricted cash of $5.6 billion as of December 31, 2023, of which $3.9 billion was held by our foreign subsidiaries and may not be freely transferable to the U.S due to local laws or other restrictions. Additionally, we have $875 million available under the Revolving Credit Facility as amended in January 2024, as described below."}
-{"_id": "CPNG20230682", "title": "CPNG Liquidity", "text": "The ability of certain subsidiaries to transfer funds or pay dividends to Coupang, Inc. is also restricted due to terms which require the subsidiaries to meet certain financial covenants, including requirements to maintain a positive net equity balance or having current period income. Coupang, Inc.##2023 Form 10-K##49"}
-{"_id": "CPNG20230683", "title": "CPNG Liquidity", "text": "As of December 31, 2023 and 2022, we had stockholders\u2019 equity of $4.1 billion and $2.4 billion, respectively. We have periodically incurred losses in prior periods and may incur losses in the future. We expect that our investment into our growth strategy will continue to be significant, particularly with respect to our Developing Offerings segment, which will continue to focus on our newer offerings and entrance into new geographies, as well as overall expansion of our fulfillment, logistics, and technology capabilities. As part of this expansion to fulfill anticipated future customer demand and continuation to expand services, we plan to build new fulfillment centers. We have entered into various new construction contracts for capital projects which are expected to be completed over the next three years. These contracts have remaining capital expenditures commitments of $114 million as of December 31, 2023. We expect that our future expenditures for both infrastructure and workforce-related costs will exceed several billion dollars over the next several years."}
-{"_id": "CPNG20230684", "title": "CPNG Liquidity", "text": "At closing of the Farfetch Acquisition, a Coupang subsidiary provided additional cash funding to Farfetch of $150 million, and contributed the outstanding $150 million bridge loan towards the Farfetch Acquisition. The limited partnership is further obligated to fund Farfetch up to $200 million within twelve months of the acquisition date."}
-{"_id": "CPNG20230689", "title": "CPNG Liquidity", "text": "Changes in our cash flows were as follows: (in millions)####2023####2022####Change Net cash provided by operating activities##$##2,652##$##565##$##2,087 Net cash used in investing activities##$##(927)##$##(848)##$##(79) Net cash provided by financing activities##$##199##$##247##$##(48)"}
-{"_id": "CPNG20230695", "title": "CPNG Operating Activities", "text": " (in millions)####2023####2022####Change Net income (loss)##$##1,360##$##(92)##$##1,452 Adjustments to reconcile net income (loss) to net cash provided by operating activities####354####1,035####(681) Change in operating assets and liabilities####938####(378)####1,316 Net cash provided by operating activities##$##2,652##$##565##$##2,087"}
-{"_id": "CPNG20230696", "title": "CPNG Operating Activities", "text": "The year-over-year change in operating cash flow was primarily driven by a $1.5 billion improvement in net income (loss), which resulted in net income for the year. Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities included changes in deferred income taxes of $843 million. Additionally, benefiting the improvement in cash used in operating activities were the changes in operating assets and liabilities, including a decrease in inventories of $323 million primarily from the implementation of the new FLC program combined with improved inventory management, and an increase in accounts payable of $1.1 billion primarily as a result of increased volume of purchases as well as improved payment terms, primarily with certain large, multi-national suppliers, partially offset by a reduction in payables from the FLC changes."}
-{"_id": "CPNG20230698", "title": "CPNG Investing Activities", "text": "The increase was primarily driven by the $75 million bridge loan made to Farfetch as of December 31, 2023, and a $72 million increase in purchases of property and equipment, primarily related to investments made in the current year in our fulfillment and logistics infrastructure, including purchases of buildings, land and equipment."}
-{"_id": "CPNG20230700", "title": "CPNG Financing Activities", "text": "The decrease was primarily driven by a $129 million decrease in proceeds from debt and short-term borrowings, partially offset by a $75 million decrease in repayments of debt and short-term borrowings due to the timing of maturities."}
-{"_id": "CPNG20230701", "title": "CPNG Financing Activities", "text": "We believe that our sources of liquidity will be sufficient to meet our anticipated cash requirements for at least the next 12 months. However, we may need additional cash resources in the future if we find and pursue other opportunities for investment, acquisition, strategic cooperation, or other similar actions, which may include investing in technology, our logistics and fulfillment infrastructure, or related talent. If we determine that our cash requirements exceed our amounts of cash on hand or if we decide to further optimize our capital structure, we may seek to issue additional debt or equity securities or obtain credit facilities or other sources of financing. This financing may not be available on favorable terms, or at all."}
-{"_id": "CPNG20230704", "title": "CPNG Capital Resources", "text": "We have entered into material unconditional purchase obligations. These contractual commitments primarily relate to technology related service contracts, fulfillment center construction contracts, and software licenses. We generally enter into term loan facility agreements to finance the construction of our fulfillment centers. These agreements may require that we provide for collateral equal to or greater than the amount borrowed under the arrangement. As we continue to build or purchase additional fulfillment centers, we expect our borrowings under debt financing arrangements to continue to increase. We also have material operating Coupang, Inc.##2023 Form 10-K##50"}
-{"_id": "CPNG20230708", "title": "CPNG Capital Resources", "text": "leases which expire over the next ten years as well as obligations for our debts. Total minimum contractual commitments due within the next 12 months were $1.0 billion as of December 31, 2023. Additionally, we have: \u2022operating leases that have not commenced with future minimum lease payments of $355 million with non-cancellable lease terms of 1 to 10 years; \u2022expected defined severance benefits to be paid of $889 million; and \u2022open purchase orders for inventories that are primarily due in the next twelve months, and are generally cancellable, in full or in part, through the contractual provisions."}
-{"_id": "CPNG20230709", "title": "CPNG Capital Resources", "text": "Refer to Note 13 \u2014 \"Commitments and Contingencies\", Note 5 \u2014 \"Defined Severance Benefits\", and Note 10 \u2014 \"Leases\" in Part II, Item 8 - \u201cFinancial Statements and Supplementary Data\u201d for disclosure of our future commitments."}
-{"_id": "CPNG20230710", "title": "CPNG Capital Resources", "text": "Our short-term and long-term borrowings generally include lines of credit with financial institutions available to be drawn upon for general operating purposes."}
-{"_id": "CPNG20230712", "title": "CPNG Term Loan Facilities", "text": "In April 2023, we entered into a new three-year term loan facility agreement to borrow $178 million to finance the purchase of a fulfillment center and land. We pledged up to $214 million of certain land and buildings as collateral. The loan bears interest at a fixed rate of 6.76%."}
-{"_id": "CPNG20230714", "title": "CPNG Revolving Credit Agreement", "text": "We have a two-year Revolving Credit Agreement with a borrowing limit of $124 million that bears interest at the average of 91-days CD interest rate plus 2.30%. The revolving facility is secured by certain of our inventories."}
-{"_id": "CPNG20230716", "title": "CPNG Revolving Credit Facility", "text": "In January 2024, our senior unsecured credit facility (\u201cthe Revolving Credit Facility\u201d) was amended to extend the maturity date to February 2026 and to bring the aggregate principal amount to $875 million. The Revolving Credit Facility continues to provide us the right to request incremental commitments up to $1.25 billion, subject to customary conditions."}
-{"_id": "CPNG20230722", "title": "CPNG Revolving Credit Facility", "text": "Borrowings under the Revolving Credit Facility will bear interest, at our option, at a rate per annum equal to (i) a base rate equal to the highest of (A) the prime rate, (B) the higher of the federal funds rate or a composite overnight bank borrowing rate plus 0.50%, or (C) an adjusted Term Secured Overnight Funding Rate (\u201cSOFR\u201d) rate for a one-month interest period plus 1.00% or (ii) an adjusted Term SOFR plus a margin equal to 1.00%. We are also required to pay other customary fees for a credit facility of this size and type, including letter of credit fees, an upfront fee, and an unused commitment fee. The Revolving Credit Facility contains a number of covenants that, among other things, restrict our ability to: \u2022incur or guarantee additional debt; \u2022make certain investments and acquisitions; \u2022make certain restricted payments and payments of certain indebtedness; \u2022incur certain liens or permit them to exist; and \u2022make fundamental changes and dispositions (including dispositions of the equity interests of subsidiary guarantors)."}
-{"_id": "CPNG20230723", "title": "CPNG Revolving Credit Facility", "text": "Each of these restrictions is subject to various exceptions."}
-{"_id": "CPNG20230724", "title": "CPNG Revolving Credit Facility", "text": "The Revolving Credit Facility is guaranteed on a senior unsecured basis by certain material restricted subsidiaries of Coupang, Inc. (including Coupang Corp.), subject to customary exceptions. The Revolving Credit Facility also contains certain customary affirmative covenants and events of default for facilities of this type."}
-{"_id": "CPNG20230725", "title": "CPNG Revolving Credit Facility", "text": "The Revolving Credit Agreement and Revolving Credit Facility both require us to (i) maintain a ratio of secured indebtedness to total consolidated tangible assets of less than 35%, if we have $1 or more of revolving loans or any unreimbursed drawn letters of credit outstanding under the Revolving Credit Agreement or Revolving Credit Facility at the end of each fiscal quarter and (ii) maintain a minimum amount of liquidity of at least $625 million (or $313 million to the extent the aggregate commitment of the Revolving Credit Agreement or Revolving Credit Facility, respectively, is $500 million)."}
-{"_id": "CPNG20230727", "title": "CPNG Revolving Credit Facility", "text": "Refer to Note 12 \u2014 \"Short-Term Borrowings and Long-Term Debt\" in Part II, Item 8 - \u201cFinancial Statements and Supplementary Data\u201d for disclosure of our debt obligations. Coupang, Inc.##2023 Form 10-K##51"}
-{"_id": "CPNG20230729", "title": "CPNG Farfetch Acquisition", "text": "In December 2023, we announced the pending acquisition of the business and assets of Farfetch, a leading global marketplace for the luxury fashion industry, which included a $500 million bridge loan to Farfetch and certain of its direct or indirect subsidiaries."}
-{"_id": "CPNG20230730", "title": "CPNG Farfetch Acquisition", "text": "We established a limited partnership for the purposes of providing the bridge loan and acquiring all of the business and assets of Farfetch, owned 80.1% by Coupang, Inc and 19.9% by certain funds advised or managed by Greenoaks Capital Partners, LLC (\u201cGreenoaks\u201d). The limited partnership is included in the Company\u2019s consolidated operating results as of December 31, 2023."}
-{"_id": "CPNG20230731", "title": "CPNG Farfetch Acquisition", "text": "As of December 31, 2023, the limited partnership provided $75 million of financing under the bridge loan, and in January 2024, an additional $75 million was provided. Financings under the bridge loan, as well as capital contributions, are provided by the partners in accordance with their ownership percentages."}
-{"_id": "CPNG20230732", "title": "CPNG Farfetch Acquisition", "text": "As announced on January 31, 2024, the acquisition was completed. At closing, the limited partnership provided additional cash funding to Farfetch of $150 million. Additionally, $150 million previously provided under the bridge loan was contributed towards the Farfetch Acquisition. The limited partnership is further obligated to fund Farfetch up to $200 million within twelve months of the acquisition date."}
-{"_id": "CPNG20230733", "title": "CPNG Farfetch Acquisition", "text": "As part of the Farfetch Acquisition, a subsidiary of the limited partnership assumed the then outstanding syndicated Term Loans of $633 million, inclusive of fees incurred, under Farfetch\u2019s existing Credit Agreement with certain banks and financial institutions. The Term Loans are payable on October 20, 2027, early repayment permitted. Repayment of the Term Loans is due in quarterly installments, of 0.25%, payable on the last business day of each fiscal quarter. The Term Loans bear interest at a rate equal to SOFR plus 6.25% per annum. Immediately following the acquisition, Farfetch repurchased $60 million of the outstanding Term Loan."}
-{"_id": "CPNG20230734", "title": "CPNG Farfetch Acquisition", "text": "The Term Loans contain customary affirmative covenants as well as customary negative covenants, including, but not limited to, restrictions on certain entities within Farfetch\u2019s ability to incur additional debt, make investments, make distributions, dispose of assets, or enter into certain types of related party transactions. The loans are secured against specified assets of the Farfetch group and guaranteed by certain subsidiaries of Farfetch."}
-{"_id": "CPNG20230735", "title": "CPNG Farfetch Acquisition", "text": "Refer to Note 15 \u2014 \" Subsequent Event - Farfetch\" in Part II, Item 8 - \u201cFinancial Statements and Supplementary Data\u201d for further discussion."}
-{"_id": "CPNG20230737", "title": "CPNG Critical Accounting Estimates", "text": "Our consolidated financial statements are prepared in conformity with U.S. GAAP, which requires us to make estimates and judgments that affect the amounts reported in those consolidated financial statements and accompanying notes. These estimates are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Although we believe that the estimates we use are reasonable, given the inherent uncertainty involved in making those estimates, and due to the unforeseen effects of the current global macroeconomic environment, those estimates required increased judgment, and actual results reported in future periods could differ materially from those estimates and assumptions. See Note 1 \u2014 \"Description of Business and Summary of Significant Accounting Policies\" to our consolidated financial statements appearing elsewhere in in Part II, Item 8 of this Form 10-K for a description of our significant accounting policies."}
-{"_id": "CPNG20230739", "title": "CPNG Critical Accounting Estimates", "text": "The following items require significant estimation or judgment: Revenue Recognition"}
-{"_id": "CPNG20230740", "title": "CPNG Critical Accounting Estimates", "text": "The application of various accounting principles related to the measurement and recognition of revenue requires us to make judgments and estimates. Specifically, complex arrangements with non-standard terms and conditions may require relevant contract interpretation to determine the appropriate accounting treatment, including whether the promised goods and services specified in a multiple element arrangement should be treated as separate performance obligations. Other significant judgments include determining whether we are acting as the principal or the agent from an accounting perspective in a transaction."}
-{"_id": "CPNG20230741", "title": "CPNG Critical Accounting Estimates", "text": "For certain arrangements, we apply significant judgment in determining whether we are acting as the principal or agent in a transaction. We are acting as the principal if we obtain control over the goods and services before they are transferred to customers. Generally, when we are primarily obligated in a transaction and are subject to inventory risk or have latitude in establishing prices, or have several but not all of these indicators, we act as the principal and record revenue on a gross basis. We act as the agent and record the net amount as revenue earned if we do not obtain control over the goods and services before they are transferred to the customers."}
-{"_id": "CPNG20230744", "title": "CPNG Inventories", "text": "We account for our inventories, which consist of products available for sale, using the weighted average cost method, and value them at the lower of cost or net realizable value. This valuation requires management judgments, based on currently available Coupang, Inc.##2023 Form 10-K##52"}
-{"_id": "CPNG20230745", "title": "CPNG Inventories", "text": "information, about the likely method of disposition, such as through sales to individual customers, returns to product suppliers, or liquidations, and expected recoverable values of separate inventory categories. If changes in market conditions result in reductions to the estimated net realizable value of our inventory, we would increase our valuation in the period in which we made such a determination."}
-{"_id": "CPNG20230747", "title": "CPNG Income Taxes", "text": "We record a provision for income taxes for the anticipated tax consequences of our reported results of operations using the asset and liability method. Deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as net operating loss and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date."}
-{"_id": "CPNG20230748", "title": "CPNG Income Taxes", "text": "Although we believe our assumptions, judgments, and estimates are reasonable, changes in tax laws or our interpretation of tax laws, the resolution of any tax audits, and actual and expected future income could significantly impact the amounts provided for income taxes in our consolidated financial statements."}
-{"_id": "CPNG20230749", "title": "CPNG Income Taxes", "text": "We record deferred tax assets net of valuation allowances when, based on the weight of available evidence, it is more likely than not that all or some portion of the recorded deferred tax assets will not be realized in future periods. Realization of deferred tax assets is dependent on the generation of future taxable income. In considering the need for a valuation allowance, we consider historical, as well as future projected taxable income on a jurisdiction-by-jurisdiction basis, along with other positive and negative evidence in assessing the realizability of its deferred tax assets. Actual operating results in future years could differ from our current assumptions, judgments, and estimates. As of December 31, 2023, after considering these factors, we determined that the positive evidence overcame any negative evidence, and concluded that it was more likely than not that the Korean deferred tax assets were realizable. As a result, we released the entire valuation allowance of $905 million related to the Korean net deferred tax assets as of December 31, 2023."}
-{"_id": "CPNG20230750", "title": "CPNG Income Taxes", "text": "We also recognize and measure uncertain tax positions taken or expected to be taken in a tax return utilizing a two-step process. In the first step, recognition, we determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The second step addresses measurement of a tax position that meets the more-likely-than-not criteria. The tax position is measured at the largest amount of benefit that has a likelihood of greater than 50 percent of being realized upon ultimate settlement. Due to uncertainties in any tax audit outcome, our estimates of the ultimate settlement of our unrecognized tax positions may change and the actual tax benefits may differ significantly from our estimates. See Part II, Item 8 \u201cFinancial Statements and Supplementary Data\u201d \u2014 Note 6 \u2014 \"Income Taxes\" to the consolidated financial statements."}
-{"_id": "CPNG20230752", "title": "CPNG Defined Severance Benefits", "text": "We have severance benefits primarily related to employees in Korea. See Part II, Item 8 \u201cFinancial Statements and Supplementary Data\u201d \u2014 Note 5 \u2014 \"Defined Severance Benefits\" to the consolidated financial statements."}
-{"_id": "CPNG20230755", "title": "CPNG Defined Severance Benefits", "text": "Actuarial valuations are used in determining amounts recognized in the financial statements for our severance benefit plans. These valuations incorporate the following significant assumptions: \u2022discount rates; and \u2022salary growth rates"}
-{"_id": "CPNG20230756", "title": "CPNG Defined Severance Benefits", "text": "Management believes that these assumptions are critical accounting estimates because significant changes in these assumptions could impact our results of operations and financial position. Management believes that the assumptions utilized to record its obligations under its plans are reasonable based on the plans\u2019 experience and advice received from its outside actuaries. We review the severance benefit plan assumptions annually and modify the assumptions based on current rates and trends as appropriate. The effects of such changes in assumptions are amortized as part of plan income or expense in future periods."}
-{"_id": "CPNG20230758", "title": "CPNG Defined Severance Benefits", "text": "At the end of each fiscal year, we determine the weighted-average discount rates and salary growth rates used to calculate the projected defined severance benefits obligation. The discount rates are an estimate of the current interest rate at which the benefit plan liabilities could be effectively settled at the end of the year. As of December 31, 2023, we determined the discount rates for the severance benefit plan used in determining the projected and accumulated benefit obligations to be 4.30% to 4.80%, as compared to 5.10% to 5.30% as of December 31, 2022. In estimating these rates, we review rates of return on high-quality corporate bond indices, which approximate the timing and amount of benefit payments. Assuming all other defined benefit plan assumptions remain constant, a one percentage point decrease in the discount rates would result in an immaterial change in benefit plan expense during 2024. As of December 31, 2023, we determined the salary growth rates for the severance benefit plan used in determining the projected and accumulated benefit obligations to be 5.00% to 7.00%, as compared to 5.00% to 8.00% as of December 31, 2022. In estimating these rates, we review our historical and expected rates as well as industry growth rates. Coupang, Inc.##2023 Form 10-K##53"}
-{"_id": "CPNG20230759", "title": "CPNG Defined Severance Benefits", "text": "Assuming all other defined benefit plan assumptions remain constant, a one percentage point decrease in the salary growth rates would result in an immaterial change in benefit plan expense during 2024."}
-{"_id": "CPNG20230761", "title": "CPNG Business Combinations", "text": "In January 2024, the Farfetch Acquisition was completed. Due to the timing of the acquisition, the initial accounting for the business combination is incomplete. As such, we are not able to disclose certain information relating to the acquisition, including the preliminary fair value of assets acquired and liabilities assumed. We expect to complete the initial accounting for the acquisition during the first quarter of 2024."}
-{"_id": "CPNG20230762", "title": "CPNG Business Combinations", "text": "Under the acquisition method of accounting, we generally recognize the identifiable assets acquired and the liabilities assumed in an acquiree at their estimated fair values as of the date of acquisition. We measure goodwill as the excess of the fair value of consideration transferred over the net of the estimated fair values of the identifiable assets acquired and liabilities assumed."}
-{"_id": "CPNG20230763", "title": "CPNG Business Combinations", "text": "The acquisition method of accounting requires us to exercise judgment and make significant estimates and assumptions regarding the fair values of the elements of a business combination as of the date of acquisition, including the estimated fair values of identifiable tangible and intangible assets, liabilities assumed, non-controlling interests, deferred tax asset valuation allowances, liabilities related to uncertain tax positions, and contingencies. This method also allows us to refine these estimates over a one-year measurement period to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. If we are required to retroactively adjust provisional amounts that we have recorded for the fair values of assets and liabilities in connection with acquisitions, these adjustments could materially decrease net income and result in lower asset values on our consolidated balance sheet."}
-{"_id": "CPNG20230764", "title": "CPNG Business Combinations", "text": "These significant estimates are inherently uncertain as they relate to future economic conditions, future cash flows that we expect to generate from the acquired assets and customer behavior. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, we could record impairment charges. In addition, we have estimated the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense. If our estimates of the economic lives change, depreciation or amortization expenses could be accelerated or slowed."}
-{"_id": "CPNG20230767", "title": "CPNG Recently Adopted Accounting Pronouncements", "text": "See Note 1 \u2014 \"Basis of Presentation and Summary of Significant Accounting Policies\" to the consolidated financial statements included elsewhere in Part II, Item 8 of this Annual Report on Form 10-K. Coupang, Inc.##2023 Form 10-K##54"}
-{"_id": "CPNG20230769", "title": "CPNG Quantitative and Qualitative Disclosures about Market Risk", "text": "In addition to the risks inherent in our operations, we are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates, foreign currency, and credit."}
-{"_id": "CPNG20230771", "title": "CPNG Interest Rate Risk", "text": "As of December 31, 2023, we had cash, cash equivalents and restricted cash of $5.6 billion. Interest-earning instruments carry a degree of interest rate risk. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure. Our interest rate risk arises primarily from some of our variable rate debt as well as our undrawn Revolving Credit Agreement. Borrowings issued at variable rates expose us to variability in cash flows. Our policy, in the management of interest rate risk, is to structure a reasonable balance between fixed and floating rate financial instruments as well as our cash and cash equivalents and any short-term investments we may hold. The balance struck by our management is dependent on prevailing interest rate markets at any point in time."}
-{"_id": "CPNG20230772", "title": "CPNG Interest Rate Risk", "text": "Our borrowings generally include lines of credit with financial institutions, some of which carry variable interest rates. As of December 31, 2023, we had no balances outstanding under our lines of credit. An assumed hypothetical 10% change in prevailing interest rates would not have a material impact on our results of operations. Any future borrowings incurred under the Revolving Credit Facility and Revolving Credit Agreement would accrue interest at rates subject to current market conditions."}
-{"_id": "CPNG20230774", "title": "CPNG Foreign Currency Risk", "text": "We have accounts on our foreign subsidiaries\u2019 ledgers, which are maintained in the respective subsidiary\u2019s local currency and translated into USD for reporting of our consolidated financial statements. As a result, we are exposed to fluctuations in the exchange rates of various currencies against the USD and other currencies, predominantly the KRW."}
-{"_id": "CPNG20230776", "title": "CPNG Transactional", "text": "We generate the majority of our revenue from customers within Korea. Typically, we aim to align costs with revenue denominated in the same currency, but we are not always able to do so. As a result of the geographic spread of our operations and due to our reliance on certain products and services priced in currencies other than KRW, our business, results of operations, and financial condition have been and will continue to be impacted by the volatility of the KRW against foreign currencies."}
-{"_id": "CPNG20230778", "title": "CPNG Translational", "text": "Coupang, Inc.\u2019s functional currency and reporting currency is the USD. The local and functional currency for our Korean subsidiary, Coupang Corp., which is our primary operating subsidiary, is the KRW. The other subsidiaries predominantly utilize their local currencies as their functional currencies. Increases or decreases in the value of the USD affect the value of these items with respect to the non-USD-denominated businesses in the consolidated financial statements, even if their value has not changed in their original currency. For example, a stronger USD will reduce the reported results of operations of non-USD-denominated businesses and conversely a weaker USD will increase the reported results of operations of non-USD-denominated businesses. An assumed hypothetical 10% adverse change in average exchange rates used to translate foreign currencies to USD would have resulted in a decline in total net revenues of $2.2 billion and a decrease in net income of $175 million for 2023."}
-{"_id": "CPNG20230779", "title": "CPNG Translational", "text": "At this time, we do not, but we may in the future, enter into derivatives or other financial instruments in an attempt to hedge our foreign currency risk. It is difficult to predict the impact hedging activities would have on our results of operations."}
-{"_id": "CPNG20230782", "title": "CPNG Credit Risk", "text": "Our cash and cash equivalents, deposits, and loans with banks and financial institutions are potentially subject to concentration of credit risk. We place cash and cash equivalents with financial institutions that management believes are of high credit quality. The degree of credit risk will vary based on many factors, including the duration of the transaction and the contractual terms of the agreement. As appropriate, management evaluates and approves credit standards and oversees the credit risk management function related to investments. Coupang, Inc.##2023 Form 10-K##55"}
-{"_id": "CPNG20230792", "title": "CPNG INDEX TO CONSOLIDATED FINANCIAL STATEMENTS", "text": " ######Page ##Report of Independent Registered Public Accounting Firm####57 ##Consolidated Statements of Operations####59 ##Consolidated Statements of Comprehensive Income (Loss)####60 ##Consolidated Balance Sheets####61 ##Consolidated Statements of Redeemable Convertible Preferred Units and Stockholders'/Members\u2019 Equity (Deficit)####62 ##Consolidated Statements of Cash Flows####64 ##Notes to Consolidated Financial Statements####65"}
-{"_id": "CPNG20230808", "title": "CPNG Note 15####Subsequent Event - Farfetch Acquisition##81", "text": " Coupang, Inc.##2023 Form 10-K##56"}
-{"_id": "CPNG20230810", "title": "CPNG Report of Independent Registered Public Accounting Firm", "text": "To the Board of Directors and Stockholders of Coupang, Inc."}
-{"_id": "CPNG20230811", "title": "CPNG Report of Independent Registered Public Accounting Firm", "text": "Opinions on the Financial Statements and Internal Control over Financial Reporting"}
-{"_id": "CPNG20230812", "title": "CPNG Report of Independent Registered Public Accounting Firm", "text": "We have audited the accompanying consolidated balance sheets of Coupang, Inc. and its subsidiaries (the \u201cCompany\u201d) as of December 31, 2023 and 2022, and the related consolidated statements of operations, of comprehensive income (loss), of redeemable convertible preferred units and stockholders\u2019/members\u2019 equity (deficit), and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes and schedule of condensed financial information of parent (Coupang Inc.) as of December 2023 and 2022 and for each of the three years in the period ended December 31, 2023 appearing under Item 15(a)(2) (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)."}
-{"_id": "CPNG20230813", "title": "CPNG Report of Independent Registered Public Accounting Firm", "text": "In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO."}
-{"_id": "CPNG20230815", "title": "CPNG Basis for Opinions", "text": "The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company\u2019s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "CPNG20230816", "title": "CPNG Basis for Opinions", "text": "We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects."}
-{"_id": "CPNG20230817", "title": "CPNG Basis for Opinions", "text": "Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions."}
-{"_id": "CPNG20230819", "title": "CPNG Definition and Limitations of Internal Control over Financial Reporting", "text": "A company\u2019s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company\u2019s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company\u2019s assets that could have a material effect on the financial statements."}
-{"_id": "CPNG20230821", "title": "CPNG Definition and Limitations of Internal Control over Financial Reporting", "text": "Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Coupang, Inc.##2023 Form 10-K##57"}
-{"_id": "CPNG20230823", "title": "CPNG Critical Audit Matters", "text": "The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates."}
-{"_id": "CPNG20230825", "title": "CPNG Valuation of Defined Severance Benefits Obligation", "text": "As described in Notes 1 and 5 to the consolidated financial statements, the Company\u2019s defined severance benefits obligation was $396 million as of December 31, 2023. Management measures the defined severance benefits obligation annually, or more frequently if there is a remeasurement event, based on the measurement date utilizing certain assumptions including discount rates, salary growth rates, and certain employee-related factors, such as turnover, retirement age and mortality. Management reviews its actuarial assumptions and makes modifications to the assumptions based on current rates and trends when appropriate."}
-{"_id": "CPNG20230826", "title": "CPNG Valuation of Defined Severance Benefits Obligation", "text": "The principal considerations for our determination that performing procedures relating to the valuation of defined severance benefits obligation is a critical audit matter are (i) the significant judgment by management when estimating the defined severance benefits obligation; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management\u2019s significant assumptions related to discount rates and salary growth rates; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge."}
-{"_id": "CPNG20230827", "title": "CPNG Valuation of Defined Severance Benefits Obligation", "text": "Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management\u2019s estimate of the defined severance benefits obligation. These procedures also included, among others, testing management\u2019s process for estimating the defined severance benefits obligation; evaluating the appropriateness of the actuarial model; testing the completeness and accuracy of the underlying data used in the model; and evaluating the reasonableness of management\u2019s assumptions related to discount rates and salary growth rates. Evaluating management\u2019s assumptions related to salary growth rates involved evaluating whether the assumptions used were reasonable considering the Company\u2019s historical experience and expectation of future experience. Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the actuarial model and the reasonableness of the assumptions relating to discount rates."}
-{"_id": "CPNG20230832", "title": "CPNG February 28, 2024", "text": "We have served as the Company's auditor since 2014. Coupang, Inc.##2023 Form 10-K##58"}
-{"_id": "CPNG20230833", "title": "CPNG February 28, 2024", "text": "COUPANG, INC."}
-{"_id": "CPNG20230854", "title": "CPNG CONSOLIDATED STATEMENTS OF OPERATIONS", "text": " (in millions, except per share amounts)####2023####2022####2021 Net retail sales##$##21,223##$##18,338##$##16,488 Net other revenue####3,160####2,245####1,918 Total net revenues####24,383####20,583####18,406 Cost of sales####18,193####15,873####15,455 Operating, general and administrative####5,717####4,822####4,445 Total operating cost and expenses####23,910####20,695####19,900 Operating income (loss)####473####(112)####(1,494) Interest income####178####53####9 Interest expense####(48)####(27)####(45) Other expense, net####(19)####(7)####(12) Income (loss) before income taxes####584####(93)####(1,542) Income tax (benefit) expense####(776)####(1)##$##1 Net income (loss)##$##1,360##$##(92)##$##(1,543) Earnings per share############ Basic##$##0.76##$##(0.05)##$##(1.08) Diluted##$##0.75##$##(0.05)##$##(1.08) Weighted average shares outstanding############ Basic####1,782####1,765####1,424 Diluted####1,803####1,765####1,424"}
-{"_id": "CPNG20230856", "title": "CPNG CONSOLIDATED STATEMENTS OF OPERATIONS", "text": "The accompanying notes are an integral part of these consolidated financial statements. Coupang, Inc.##2023 Form 10-K##59"}
-{"_id": "CPNG20230857", "title": "CPNG CONSOLIDATED STATEMENTS OF OPERATIONS", "text": "COUPANG, INC."}
-{"_id": "CPNG20230865", "title": "CPNG CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)", "text": " (in millions)####2023####2022####2021 Net income (loss)##$##1,360##$##(92)##$##(1,543) Other comprehensive (loss) income:############ Foreign currency translation adjustments, net of tax####(2)####9####41 Actuarial (loss) gain on defined severance benefits, net of tax####(18)####41####(57) Total other comprehensive (loss) income####(20)####50####(16) Comprehensive income (loss)##$##1,340##$##(42)##$##(1,559)"}
-{"_id": "CPNG20230867", "title": "CPNG CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)", "text": "The accompanying notes are an integral part of these consolidated financial statements. Coupang, Inc.##2023 Form 10-K##60"}
-{"_id": "CPNG20230868", "title": "CPNG CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)", "text": "COUPANG, INC."}
-{"_id": "CPNG20230905", "title": "CPNG CONSOLIDATED BALANCE SHEETS", "text": " (in millions)####December 31, 2023####December 31, 2022 Assets######## Cash and cash equivalents##$##5,243##$##3,509 Restricted cash####353####176 Accounts receivable, net####314####184 Inventories####1,666####1,657 Prepaids and other current assets####316####304 Total current assets####7,892####5,830 Property and equipment, net####2,465####1,820 Operating lease right-of-use assets####1,601####1,405 Deferred tax assets####925####40 Long-term lease deposits and other####463####418 Total assets##$##13,346##$##9,513 Liabilities and stockholders' equity######## Accounts payable##$##5,099##$##3,622 Accrued expenses####352####299 Deferred revenue####97####92 Short-term borrowings####282####175 Current portion of long-term debt####203####129 Current portion of long-term operating lease obligations####386####326 Other current liabilities####526####420 Total current liabilities####6,945####5,063 Long-term debt####529####538 Long-term operating lease obligations####1,387####1,234 Defined severance benefits and other####381####264 Total liabilities####9,242####7,099 Commitments and contingencies (Note 13)######## Redeemable noncontrolling interest####15####\u2014 Stockholders' equity######## Common Stock####\u2014####\u2014 Class A \u2014 shares authorized 10,000, outstanding 1,616 and 1,598 Class B \u2014 shares authorized 250, outstanding 175 and 175######## Additional paid-in capital####8,489####8,154 Accumulated other comprehensive (loss) income####(17)####3 Accumulated deficit####(4,383)####(5,743) Total stockholders' equity####4,089##$##2,414 Total liabilities and stockholders' equity##$##13,346##$##9,513"}
-{"_id": "CPNG20230907", "title": "CPNG CONSOLIDATED BALANCE SHEETS", "text": "The accompanying notes are an integral part of these consolidated financial statements. Coupang, Inc.##2023 Form 10-K##61"}
-{"_id": "CPNG20230908", "title": "CPNG CONSOLIDATED BALANCE SHEETS", "text": "COUPANG, INC."}
-{"_id": "CPNG20230944", "title": "CPNG CONSOLIDATED BALANCE SHEETS", "text": "CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED UNITS AND STOCKHOLDERS\u2019/MEMBERS\u2019 EQUITY (DEFICIT) ####Redeemable Convertible Preferred Units########Common Units########Class A and Class B Common Stock########Additional Paid-in Capital####Accumulated Other Comprehensive Income (Loss)####Accumulated Deficit (in millions)##Units######Amount##Units######Amount##Shares######Amount############ Balance as of December 31, 2020##1,329####$##3,466##106####$##45##\u2014####$##\u2014##$##25##$##(31)##$##(4,108) Net loss##\u2014######\u2014##\u2014######\u2014##\u2014######\u2014####\u2014####\u2014####(1,543) Foreign currency translation adjustments, net of tax##\u2014######\u2014##\u2014######\u2014##\u2014######\u2014####\u2014####41####\u2014 Actuarial loss on defined severance benefits, net of tax##\u2014######\u2014##\u2014######\u2014##\u2014######\u2014####\u2014####(57)####\u2014 Issuance of common units, equity-based compensation plans##\u2014######\u2014##23######39##\u2014######\u2014####\u2014####\u2014####\u2014 Equity-based compensation##\u2014######\u2014##\u2014######3##\u2014######\u2014####\u2014####\u2014####\u2014 Impact of Corporate Conversion and IPO#################################### Conversion of common units into Class A and Class B common stock##\u2014######\u2014##(129)######(87)##129######\u2014####87####\u2014####\u2014 Conversion of redeemable convertible preferred units into Class A and Class B common stock##(1,329)######(3,466)##\u2014######\u2014##1,329######\u2014####3,466####\u2014####\u2014 Issuance of Class A common stock, net of underwriting discounts and offering costs##\u2014######\u2014##\u2014######\u2014##100######\u2014####3,417####\u2014####\u2014 Conversion of convertible notes into Class A common stock##\u2014######\u2014##\u2014######\u2014##172######\u2014####610####\u2014####\u2014 Net issuance of common stock upon exercise of stock options subsequent to Corporate Conversion and IPO##\u2014######\u2014##\u2014######\u2014##12######\u2014####23####\u2014####\u2014 Net issuance of common stock upon settlement of RSUs subsequent to Corporate Conversion and IPO##\u2014######\u2014##\u2014######\u2014##12######\u2014####\u2014####\u2014####\u2014 Equity-based compensation subsequent to Corporate Conversion and IPO##\u2014######\u2014##\u2014######\u2014##\u2014######\u2014####246####\u2014####\u2014 Balance as of December 31, 2021##\u2014####$##\u2014##\u2014####$##\u2014##1,754####$##\u2014##$##7,874##$##(47)##$##(5,651) Coupang, Inc.##2023 Form 10-K##62 ####Redeemable Convertible Preferred Units########Common Units########Class A and Class B Common Stock########Additional Paid-in Capital####Accumulated Other Comprehensive Income (Loss)####Accumulated Deficit (in millions)##Units######Amount##Units######Amount##Shares######Amount############ Balance as of December 31, 2021##\u2014####$##\u2014##\u2014####$##\u2014##1,754####$##\u2014##$##7,874##$##(47)##$##(5,651) Net loss##\u2014######\u2014##\u2014######\u2014##\u2014######\u2014####\u2014####\u2014####(92) Foreign currency translation adjustments, net of tax##\u2014######\u2014##\u2014######\u2014##\u2014######\u2014####\u2014####9####\u2014 Actuarial gain on defined severance benefits, net of tax##\u2014######\u2014##\u2014######\u2014##\u2014######\u2014####\u2014####41####\u2014 Net issuance of common stock upon exercise of stock options##\u2014######\u2014##\u2014######\u2014##9######\u2014####18####\u2014####\u2014 Issuance of common stock upon settlement of restricted stock units##\u2014######\u2014##\u2014######\u2014##10######\u2014####\u2014####\u2014####\u2014 Equity-based compensation##\u2014######\u2014##\u2014######\u2014##\u2014######\u2014####262####\u2014####\u2014 Balance as of December 31, 2022##\u2014####$##\u2014##\u2014####$##\u2014##1,773####$##\u2014##$##8,154##$##3##$##(5,743) Net income##\u2014######\u2014##\u2014######\u2014##\u2014######\u2014####\u2014####\u2014####1,360 Foreign currency translation adjustments, net of tax##\u2014######\u2014##\u2014######\u2014##\u2014######\u2014####\u2014####(2)####\u2014 Actuarial loss on defined severance benefits, net of tax##\u2014######\u2014##\u2014######\u2014##\u2014######\u2014####\u2014####(18)####\u2014 Net issuance of common stock upon exercise of stock options##\u2014######\u2014##\u2014######\u2014##4######\u2014####9####\u2014####\u2014 Issuance of common stock upon settlement of restricted stock units##\u2014######\u2014##\u2014######\u2014##14######\u2014####\u2014####\u2014####\u2014 Equity-based compensation##\u2014######\u2014##\u2014######\u2014##\u2014######\u2014####326####\u2014####\u2014 Balance as of December 31, 2023##\u2014####$##\u2014##\u2014####$##\u2014##1,791####$##\u2014##$##8,489##$##(17)##$##(4,383)"}
-{"_id": "CPNG20230946", "title": "CPNG CONSOLIDATED BALANCE SHEETS", "text": "The accompanying notes are an integral part of these consolidated financial statements. Coupang, Inc.##2023 Form 10-K##63"}
-{"_id": "CPNG20230947", "title": "CPNG CONSOLIDATED BALANCE SHEETS", "text": "COUPANG, INC."}
-{"_id": "CPNG20230984", "title": "CPNG CONSOLIDATED STATEMENTS OF CASH FLOWS", "text": " (in millions)####2023####2022####2021 Operating activities############ Net income (loss)##$##1,360##$##(92)##$##(1,543) Adjustments to reconcile net loss to net cash provided by (used in) operating activities:############ Depreciation and amortization####275####231####201 Provision for severance benefits####159####161####128 Equity-based compensation####326####262####249 Inventory and fixed asset losses due to fulfillment center fire####\u2014####\u2014####285 Non-cash operating lease expense####338####310####259 Deferred income taxes####(884)####(41)####\u2014 Non-cash others####140####112####78 Change in operating assets and liabilities:############ Accounts receivable, net####(133)####(34)####(120) Inventories####(44)####(367)####(528) Other assets####(153)####(249)####(178) Accounts payable####1,514####444####728 Accrued expenses####43####7####207 Other liabilities####(289)####(179)####(177) Net cash provided by (used in) operating activities####2,652####565####(411) Investing activities############ Purchases of property and equipment####(896)####(824)####(674) Proceeds from sale of property and equipment####19####13####2 Other investing activities####(50)####(37)####(4) Net cash used in investing activities####(927)####(848)####(676) Financing activities############ Proceeds from issuance of Class A common stock upon initial public offering, net of underwriting discounts####\u2014####\u2014####3,431 Deferred offering costs paid####\u2014####\u2014####(12) Proceeds from issuance of common stock/units, equity-based compensation plan####9####18####62 Proceeds from short-term borrowings and long-term debt####572####701####434 Repayment of short-term borrowings and long-term debt####(392)####(467)####(336) Net short-term borrowings and other financing activities####10####(5)####(2) Net cash provided by financing activities####199####247####3,577 Effect of exchange rate changes on cash and cash equivalents, and restricted cash####(14)####(87)####(81) Net increase (decrease) in cash and cash equivalents, and restricted cash####1,910####(123)####2,409 Cash and cash equivalents, and restricted cash, as of beginning of period####3,687####3,810####1,401 Cash and cash equivalents, and restricted cash, as of end of period##$##5,597##$##3,687##$##3,810"}
-{"_id": "CPNG20230986", "title": "CPNG CONSOLIDATED STATEMENTS OF CASH FLOWS", "text": "The accompanying notes are an integral part of these consolidated financial statements. Coupang, Inc.##2023 Form 10-K##64"}
-{"_id": "CPNG20230987", "title": "CPNG CONSOLIDATED STATEMENTS OF CASH FLOWS", "text": "COUPANG, INC."}
-{"_id": "CPNG20230991", "title": "CPNG Description of Business", "text": "Coupang, Inc. (\u201cCoupang\u201d or the \u201cParent\u201d), together with its wholly-owned subsidiaries (collectively, \u201cwe,\u201d \u201cus,\u201d or \u201cour\u201d), is a Delaware corporation, which owns and operates a retail business that primarily serves the Korean retail market. Through our mobile applications and Internet websites, we offer products and services that span a wide range of categories, including home goods and de\u0301cor, apparel and beauty products, fresh food and grocery, sporting goods, electronics, everyday consumables, travel, restaurant order and delivery, content streaming, and advertising, which are offered through a fully integrated technology, fulfillment and logistics infrastructure. We are headquartered in the United States, with operations and support services performed in geographies including South Korea, Taiwan, Singapore, China, and India."}
-{"_id": "CPNG20230992", "title": "CPNG Description of Business", "text": "We completed our initial public offering (\u201cIPO\u201d) on March 15, 2021, in which we issued and sold 100 million shares of our Class A common stock at a price of $35.00 per share and received net proceeds of $3.4 billion. In connection with our IPO, Coupang, LLC, a Delaware limited liability company, converted into a Delaware corporation pursuant to a statutory conversion, which changed our name to Coupang, Inc. (\u201cCorporate Conversion\u201d)."}
-{"_id": "CPNG20230994", "title": "CPNG Farfetch Acquisition", "text": "In January 2024 we acquired the business and assets of Farfetch Holdings plc (\u201cFarfetch\u201d), a leading global marketplace for the luxury fashion industry (the \u201cFarfetch Acquisition\u201d). Refer to Note 15 \u2014 \" Subsequent Event - Farfetch\" for additional information."}
-{"_id": "CPNG20230996", "title": "CPNG Basis of Presentation and Principles of Consolidation", "text": "The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (\u201cU.S. GAAP\u201d) and include the accounts of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Certain prior period amounts have been reclassified or combined to conform to current year presentation. Our fiscal year is consistent with the calendar year and ends on December 31. References to years relate to the fiscal year ended December 31."}
-{"_id": "CPNG20230998", "title": "CPNG Use of Estimates", "text": "The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We based our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates."}
-{"_id": "CPNG20231000", "title": "CPNG Segment Information", "text": "We have two reportable segments: Product Commerce and Developing Offerings. Refer to Note 3 \u2014 \"Segment Reporting\" for additional information."}
-{"_id": "CPNG20231003", "title": "CPNG Foreign Currency", "text": "Our functional currency, including that of the Parent, is the United States dollar (\u201cU.S. dollar\u201d). The Korean Won is the local and functional currency for our Korean subsidiary, Coupang Corp., which is our primary operating subsidiary. The other subsidiaries predominantly utilize their local currencies as their functional currencies. Assets and liabilities of each subsidiary are translated into U.S. dollars at the exchange rate in effect at the end of each period. Revenue and expenses for these subsidiaries are translated into U.S. dollars using average rates that approximate those in effect during the period. Translation adjustments are included in \u201cAccumulated other comprehensive (loss) income,\u201d a separate component of stockholders\u2019 equity and in the \u201cEffect of exchange rate changes on cash and cash equivalents, and restricted cash\u201d in the consolidated statements of cash flows. Transaction gains and losses are included in \u201cOther expense, net\u201d in the consolidated statements of operations. Coupang, Inc.##2023 Form 10-K##65"}
-{"_id": "CPNG20231005", "title": "CPNG Revenue Recognition", "text": "We recognize revenues on the amount of expected consideration it will receive, which incorporates reductions for estimated returns, promotional discounts, and earned loyalty rewards. Revenue excludes amounts collected on behalf of third parties, such as value added taxes. Historical experience is used to estimate returns at the time of sale at a portfolio level using the expected value method. We include these amounts in the transaction price to the extent it is probable that a significant reversal of revenue will not occur and updates as additional information becomes available. For revenue contracts with multiple performance obligations, the transaction price is allocated to each performance obligation using the relative stand-alone selling price. We primarily determine stand-alone selling prices based on the prices charged to customers."}
-{"_id": "CPNG20231007", "title": "CPNG Net Retail Sales", "text": "Retail sales are earned from our online product sales to consumers. Retail revenue is recognized when control of the goods is transferred to the customer, which occurs upon delivery to the customer."}
-{"_id": "CPNG20231009", "title": "CPNG Net Other Revenue", "text": "Net other revenue includes commissions and logistics and fulfillment fees earned from merchants that sell their products through our online business. We are not the seller of record in these transactions, nor do we take control of the related inventory. Although we process and collect the entire amount of these transactions, we record revenue on the net commission because we are acting as an agent. Commission revenue is recognized when the order is completed and transmitted to the third-party merchant. Logistics and fulfillment fees are recognized as the services are rendered."}
-{"_id": "CPNG20231010", "title": "CPNG Net Other Revenue", "text": "Net other revenue also includes consideration from our online restaurant ordering and delivery services, performed by us, as well as advertising services provided on our website and mobile applications. Revenues from online restaurant ordering and delivery are recognized when we deliver the order. Advertising revenue is recognized as ads are delivered over a period of time or based on number of clicks and impressions."}
-{"_id": "CPNG20231011", "title": "CPNG Net Other Revenue", "text": "We offer a subscription service to our Rocket WOW membership program, which provides customers with access to benefits such as access to Rocket Fresh, no minimum spend for Rocket Delivery, Dawn Delivery, product discounts, free shipping on returns, discounts on restaurant orders via Coupang Eats, and access to content streaming. Subscription benefits represent a single, stand-ready obligation and revenue from subscription fees are recognized over the subscription period."}
-{"_id": "CPNG20231013", "title": "CPNG Deferred Revenue", "text": "Deferred revenue primarily relates to retail sales and is recorded when payments are received in advance of delivery to customers. Deferred revenue is generally recognized as revenue in the following month when delivery is made to customers."}
-{"_id": "CPNG20231015", "title": "CPNG Discount Coupons and Loyalty Rewards", "text": "For discount coupons or loyalty rewards offered as part of revenue transactions, we defer a portion of the revenue based on the estimated standalone selling price of the discount coupons or loyalty rewards earned and recognize the revenue as they are redeemed in future transactions or when they expire. Discount coupons and loyalty rewards expire after six months and are generally redeemed within six months from issuance and therefore, breakage is not significant. We also issue discount coupons or loyalty rewards that are not earned in conjunction with the purchase of a product as part of our marketing activities. This is not a performance obligation and is recognized as a reduction of the transaction price when rendered by the customer."}
-{"_id": "CPNG20231017", "title": "CPNG Cost of Sales", "text": "Cost of sales are primarily comprised of the purchase price of products sold to customers where we record revenue gross, and includes logistics center costs. Inbound shipping and handling costs to receive products from suppliers are included in inventory and recognized in cost of sales as products are sold. Additionally, cost of sales includes outbound shipping and logistics related expenses, and delivery service costs from our restaurant delivery business, primarily where we are the delivery service provider, as well as depreciation and amortization."}
-{"_id": "CPNG20231019", "title": "CPNG Payments from Suppliers", "text": "We receive consideration from suppliers for various programs, including rebates, incentives, and discounts, as well as advertising services provided on our website and mobile applications. We generally record these amounts received from suppliers to be a reduction of the prices we pay for their goods, and a subsequent reduction in cost of sales as the inventory is sold."}
-{"_id": "CPNG20231022", "title": "CPNG Operating, General and Administrative Expenses", "text": "Operating, general and administrative expenses include all our operating costs, excluding cost of sales, as described above. More specifically, these expenses include costs incurred in operating and staffing our fulfillment centers (including costs attributable to Coupang, Inc.##2023 Form 10-K##66"}
-{"_id": "CPNG20231023", "title": "CPNG Operating, General and Administrative Expenses", "text": "receiving, inspecting, picking, packaging, and preparing customer orders), customer service related costs, payment processing fees, costs related to the design, execution and maintenance of our technology infrastructure and online offerings, advertising costs, general corporate function costs, and depreciation and amortization. Advertising expenses, which are expensed as incurred, were $711 million, $605 million, and $433 million for 2023, 2022 and 2021, respectively."}
-{"_id": "CPNG20231025", "title": "CPNG Equity-Based Compensation", "text": "We account for equity-based employee compensation arrangements in accordance with U.S. GAAP, which requires compensation expense for the grant-date fair value of equity-based awards to be recognized over the requisite service period. We determine the fair value of equity-based awards granted or modified on the grant date or modification date using appropriate valuation techniques. Forfeitures are estimated using historical experience at the time of grant and revised in subsequent periods if actual forfeitures differ from initial estimates."}
-{"_id": "CPNG20231027", "title": "CPNG Restricted Stock Units", "text": "We previously granted restricted equity units (\u201cREUs\u201d) under our 2011 Equity Incentive Plan (\u201c2011 Plan\u201d), which vest upon the satisfaction of both a service-based condition and a performance-based condition. The performance condition was satisfied at the time of the IPO, and we recorded cumulative equity-based compensation expense for the awards based on the service-based conditions. The fair value of the REUs were estimated based on the fair market value of our common units on the date of grant. In connection with our Corporate Conversion, the outstanding awards were converted into restricted stock units (\u201cRSUs\u201d). We have subsequently granted RSUs that generally vest upon the satisfaction of a service-based condition as defined in our 2021 Equity Incentive Plan (\u201c2021 Plan\u201d). The grant-date fair value of each RSU, net of estimated forfeitures, is recognized as expense over the requisite service period on a straight-line basis for RSUs with service only vesting conditions."}
-{"_id": "CPNG20231029", "title": "CPNG Stock Options", "text": "We previously granted unit options under the 2011 Plan, which vest over a service period of generally four years. In connection with our Corporate Conversion, the outstanding awards were converted into stock options. The grant-date fair value of each stock option award, net of estimated forfeitures, is recognized as expense over the requisite service period on a straight-line basis. We estimate the fair value of stock options granted using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including the expected stock price volatility over the expected term of the award, actual and projected employee stock option exercise behaviors, the risk-free interest rate for the expected term of the award, and expected dividends. Expected volatility is based on historical volatility of the stock of industry peers. The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group."}
-{"_id": "CPNG20231031", "title": "CPNG Defined Severance Benefits", "text": "We accrue severance benefits for employees of our Korean subsidiaries. Pursuant to the Employee Retirement Benefit Security Act of Korea, eligible employees with one or more years of service are entitled to severance payments upon the termination of their employment based on their length of service and pay rate."}
-{"_id": "CPNG20231032", "title": "CPNG Defined Severance Benefits", "text": "We recognize the defined severance benefits obligation in the consolidated balance sheets with a corresponding adjustment to operating expenses and \u201cAccumulated other comprehensive (loss) income\u201d. The obligations are measured annually, or more frequently if there is a remeasurement event, based on our measurement date utilizing various actuarial assumptions and methodologies. We use certain assumptions including, but not limited to, the selection of the: (i) discount rates; (ii) salary growth rates; and (iii) certain employee-related factors, such as turnover, retirement age and mortality. We review our actuarial assumptions and make modifications to the assumptions based on current rates and trends when appropriate."}
-{"_id": "CPNG20231034", "title": "CPNG Income Taxes", "text": "Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based upon the difference between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse."}
-{"_id": "CPNG20231036", "title": "CPNG Income Taxes", "text": "Our deferred tax assets are recorded net of valuation allowances when, based on the weight of available evidence, it is more likely than not that all or some portion of the recorded deferred tax assets will not be realized in future periods. Realization of our deferred tax assets is dependent on the generation of future taxable income. In considering the need for a valuation allowance, we consider our historical, as well as future projected taxable income, along with other positive and negative evidence in assessing the realizability of our deferred tax assets. Decreases to valuation allowances are recorded as reductions to our income tax expense and increases to valuation allowances result in additional expense for income taxes. Global Intangible Low-taxed Income (\u201cGILTI\u201d) Coupang, Inc.##2023 Form 10-K##67"}
-{"_id": "CPNG20231037", "title": "CPNG Income Taxes", "text": "provisions are applied, providing for incremental tax on foreign income. We have made the policy election to record any liability associated with GILTI in the period in which it is incurred."}
-{"_id": "CPNG20231038", "title": "CPNG Income Taxes", "text": "We recognize and measure uncertain tax positions taken or expected to be taken in a tax return utilizing a two-step process. In the first step, recognition, we determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The second step addresses measurement of a tax position that meets the more-likely-than-not criteria. The tax position is measured at the largest amount of benefit that has a likelihood of greater than 50 percent of being realized upon ultimate settlement."}
-{"_id": "CPNG20231040", "title": "CPNG Earnings per Share", "text": "Basic earnings per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock and potentially dilutive common stock outstanding during the period."}
-{"_id": "CPNG20231041", "title": "CPNG Earnings per Share", "text": "We have two classes of common stock outstanding, Class A common stock and Class B common stock (collectively \u201ccommon stock\u201d), with equal rights to dividends and income. Earnings per share are therefore the same for Class A and Class B common stock, both on an individual and combined basis."}
-{"_id": "CPNG20231043", "title": "CPNG Cash and Cash Equivalents", "text": "Cash and cash equivalents are short-term, highly liquid investments with original maturities of three months or less from the date of purchase, or deposit accounts that can be withdrawn at any time without significant penalty."}
-{"_id": "CPNG20231045", "title": "CPNG Restricted Cash", "text": "Restricted cash primarily consists of certain cash pledged as collateral for loan facility agreements, cash on deposit designated for interest and principal debt repayments, as well as cash on deposit pledged as collateral for potential refunds on transactions with customers or future payments to suppliers. Restricted cash with remaining restrictions of one year or less are classified as current on the consolidated balance sheets."}
-{"_id": "CPNG20231047", "title": "CPNG Accounts Receivable, Net", "text": "Accounts receivable, net are stated at their carrying value, net of allowance for credit losses based on lifetime expected losses. Accounts receivable balances are primarily trade receivables due from payment gateway providers, customers, suppliers and sellers, net of estimated allowances for credit losses. Amounts included in accounts receivable, or collected from payment gateway providers, to be remitted to merchants are included in accounts payable. Receivables from suppliers and sellers primarily relate to advertising activities. We estimate the allowance for credit losses based upon historical experience, the age and delinquency rates of receivables and credit quality, as well as economic and regulatory conditions combined with reasonable and supportable management forecasts of collectability and other economic factors over the lifetime of the receivables. We write off accounts against the allowance for credit losses when they are deemed to be uncollectible. As of December 31, 2023 and 2022, net receivables from customers and sellers were $71 million and $64 million, respectively. The allowance amounts were immaterial for all periods presented."}
-{"_id": "CPNG20231049", "title": "CPNG Inventories", "text": "Our inventories, which consist of products available for sale, are accounted for using the weighted average cost method, and are stated at the lower of cost or net realizable value. This valuation requires management judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, returns to product suppliers, or liquidations, and expected recoverable values of separate inventory categories."}
-{"_id": "CPNG20231051", "title": "CPNG Property and Equipment, Net", "text": "Property and equipment, net are stated at historical cost, less accumulated depreciation and amortization. Property and equipment primarily includes buildings and structures, land, leasehold improvements, furniture, internal-use software, vehicles, information technology equipment, heavy equipment, and other fulfillment equipment. Depreciation and amortization is calculated on a straight-line basis over the estimated useful lives of the respective asset categories."}
-{"_id": "CPNG20231053", "title": "CPNG Property and Equipment, Net", "text": "Depreciation and amortization expense is classified within the corresponding operating expense categories on the consolidated statements of operations. Maintenance and repairs are charged to operating expenses as incurred. Coupang, Inc.##2023 Form 10-K##68"}
-{"_id": "CPNG20231055", "title": "CPNG Fulfillment Center Fire", "text": "In June 2021, a fire extensively damaged our Deokpyeong fulfillment center (\u201cFC Fire\u201d) resulting in a loss of the inventory, building, equipment, and other assets at the site. Inventory and property and equipment losses from the FC Fire of $158 million and $138 million were recognized in \u201cCost of sales\u201d and \u201cOperating, general and administrative\u201d, respectively, in 2021."}
-{"_id": "CPNG20231056", "title": "CPNG Fulfillment Center Fire", "text": "While we are insured on property losses from the FC Fire, investigations surrounding the fire continue. In December 2022 and September 2023, we received refundable insurance cash advance payments of $79 million and $59 million, respectively, which are included within other current liabilities. We have not recognized any insurance benefit in our consolidated statements of operations to date. Whether and to what extent the advances will become non-refundable or additional proceeds will be received is currently unknown."}
-{"_id": "CPNG20231058", "title": "CPNG Leases", "text": "We determine if an arrangement is or contains a lease at contract inception. Leases are classified as either operating or finance."}
-{"_id": "CPNG20231059", "title": "CPNG Leases", "text": "Lease obligations and right-of-use (\u201cROU\u201d) assets are recognized at the present value of the fixed lease payments. We only consider options to extend or terminate a lease if it is reasonably certain that we will exercise the option. We determine our discount rate at lease inception using our incremental borrowing rate. For operating leases, expense is recognized on a straight-line basis over the lease term."}
-{"_id": "CPNG20231060", "title": "CPNG Leases", "text": "Leases with an initial contractual term of twelve months or less are expensed on a straight-line basis over the lease term and we do not recognize lease liabilities and ROU assets."}
-{"_id": "CPNG20231062", "title": "CPNG Impairment of Long-Lived Assets", "text": "Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that may necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. Impairment losses are recorded if the asset\u2019s carrying value is not recoverable through its undiscounted future cash flows. Impairment losses are measured based upon the difference between the carrying amount and estimated fair value of the related asset or asset group. No impairment losses were recorded for 2023, 2022, and 2021."}
-{"_id": "CPNG20231064", "title": "CPNG Fair Value of Financial Instruments", "text": "Our primary financial instruments include cash equivalents, restricted cash, accounts receivable, accounts payable, short-term borrowings, and long-term debt. The carrying amounts for cash and cash equivalents, restricted cash, accounts receivable, other assets, accounts payable, short-term borrowings, and accrued expenses approximate fair value due to their short maturities. Refer to Note 8 \u2014 \"Fair Value Measurement\" for further information."}
-{"_id": "CPNG20231066", "title": "CPNG Concentration of Credit Risk", "text": "Cash and cash equivalents, restricted cash and accounts receivable are potentially subject to concentration of credit risk. Cash and cash equivalents, and restricted cash are placed with several financial institutions and money market funds that management believes are of high credit quality, of which 47% and 70% were held at two and three financial institutions as of December 31, 2023 and 2022, respectively. Our gross accounts receivable includes amounts concentrated with three payment processing companies representing 51% and 41% of gross accounts receivable as of December 31, 2023 and 2022, respectively."}
-{"_id": "CPNG20231069", "title": "CPNG Recent Accounting Pronouncements Adopted", "text": "In September 2022, the Financial Accounting Standards Board (\u201cFASB\u201d) issued Accounting Standards Update (\u201cASU\u201d) 2022-04, \u201cSupplier Finance Programs (Subtopic 405-50) - Disclosure of Supplier Finance Program Obligations.\u201d The standard requires entities that use supplier finance programs to make disclosures about the key terms of the program, the balance sheet presentation of the related amounts and disclose the amounts outstanding, including providing a rollforward of such amounts. The adoption of the ASU in the first quarter resulted in incremental disclosures in our consolidated financial statements, with the exception of the rollforward disclosure which will be effective prospectively for fiscal years beginning after December 15, 2023. Coupang, Inc.##2023 Form 10-K##69"}
-{"_id": "CPNG20231071", "title": "CPNG Recent Accounting Pronouncements Yet To Be Adopted", "text": "In November 2023, the FASB issued ASU 2023-07, \u201cSegment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures.\u201d The standard requires additional disclosures about an entities segments, primarily about significant segment expenses that are reported to the Chief Operating Decision Maker. Early adoption is allowed under the standard. We are evaluating the effect of adopting the ASU on our disclosures, which is effective beginning with the fiscal year ended December 31, 2024, and interim reporting beginning with the period ended March 31, 2025."}
-{"_id": "CPNG20231072", "title": "CPNG Recent Accounting Pronouncements Yet To Be Adopted", "text": "In December 2023, the FASB issued ASU 2023-09, \u201cIncome Taxes (Topic 740) - Improvements to Income Tax Disclosures.\u201d The standard requires disclosure of specific categories of an entities income tax expenses and income taxes paid among other disclosures. Early adoption is allowed under the standard. We are evaluating the effect of adopting the ASU on our disclosures, which is effective beginning with the fiscal year ended December 31, 2025."}
-{"_id": "CPNG20231079", "title": "CPNG 2. Net Revenues", "text": "Details of total net revenues were as follows: (in millions)####2023####2022####2021 Net retail sales##$##21,223##$##18,338##$##16,488 Third-party merchant services####2,576####1,870####1,695 Other revenue####584####375####223 Total net revenues##$##24,383##$##20,583##$##18,406"}
-{"_id": "CPNG20231080", "title": "CPNG 2. Net Revenues", "text": "This level of revenue disaggregation takes into consideration how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Net retail sales are recognized from online product sales to consumers. Third-party merchant services represent commissions, advertising, and delivery fees earned from merchants and restaurants that sell their products through our online business. Other revenue includes revenue earned from our Rocket WOW membership program and various other offerings."}
-{"_id": "CPNG20231081", "title": "CPNG 2. Net Revenues", "text": "Contract liabilities consist of payments in advance of delivery and customer loyalty credits, which are included in deferred revenue on the consolidated balance sheets. We recognized revenue of $89 million, $86 million, and $60 million for 2023, 2022, and 2021 respectively, primarily related to payments in advance of delivery which were included in deferred revenue on the consolidated balance sheets as of the beginning of the respective years."}
-{"_id": "CPNG20231083", "title": "CPNG 3. Segment Reporting", "text": "We own and operate a retail business that primarily serves the Korean retail market. The Chief Operating Decision Maker (\u201cCODM\u201d) is our Chief Executive Officer. We have two operating and reportable segments: Product Commerce and Developing Offerings. These segments are based on how the CODM manages the business, allocates resources, makes operating decisions and evaluates operating performance."}
-{"_id": "CPNG20231084", "title": "CPNG 3. Segment Reporting", "text": "Product Commerce primarily includes our core Korean retail (owned inventory) and marketplace offerings (third-party merchants) and Rocket Fresh, our fresh grocery category offering, as well as advertising products associated with these offerings. Revenues from Product Commerce are derived primarily from online product sales of owned inventory to customers in Korea, commissions, and logistics and fulfillment fees earned from merchants that sell products through our mobile application and website, and from Rocket WOW membership."}
-{"_id": "CPNG20231085", "title": "CPNG 3. Segment Reporting", "text": "Developing Offerings primarily includes our more nascent offerings and services, including Coupang Eats, our restaurant ordering and delivery service in Korea, Coupang Play, our online content streaming service in Korea, fintech, our retail operations in Taiwan, as well as advertising products associated with these offerings. Revenues from Developing Offerings are primarily generated from online restaurant ordering and delivery services in Korea and retail operations in Taiwan."}
-{"_id": "CPNG20231086", "title": "CPNG 3. Segment Reporting", "text": "Our segment operating performance measure is segment adjusted EBITDA. Segment adjusted EBITDA is defined as income (loss) before income taxes for a period before depreciation and amortization, equity-based compensation expense, interest expense, interest income, and other income (expense), net. Segment adjusted EBITDA also excludes impairments and other items that we do not believe are reflective of our ongoing operations."}
-{"_id": "CPNG20231088", "title": "CPNG 3. Segment Reporting", "text": "We generally allocate operating expenses to the respective segments based on usage. The CODM does not evaluate segments using asset information and, accordingly, we do not report asset information by segment. Coupang, Inc.##2023 Form 10-K##70"}
-{"_id": "CPNG20231106", "title": "CPNG 3. Segment Reporting", "text": "Results of operations for the reportable segments and reconciliation to loss before income taxes is as follows: (in millions)####2023####2022####2021 Net revenues############ Product Commerce##$##23,594##$##19,955##$##17,838 Developing Offerings####789####628####568 Total net revenues##$##24,383##$##20,583##$##18,406 Segment adjusted EBITDA############ Product Commerce##$##1,540##$##606##$##(361) Developing Offerings####(466)####(225)####(387) Total segment adjusted EBITDA##$##1,074##$##381##$##(748) Reconciling items:############ Depreciation and amortization####(275)####(231)####(201) Equity-based compensation####(326)####(262)####(249) Interest expense####(48)####(27)####(45) Interest income####178####53####9 Other expense, net####(19)####(7)####(12) Fulfillment center fire losses####\u2014####\u2014####(296) Income (loss) before income taxes##$##584##$##(93)##$##(1,542)"}
-{"_id": "CPNG20231108", "title": "CPNG 4. Equity-based Compensation Plans", "text": "The 2021 Plan provides for the granting of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, and other equity-based awards. Prior to the IPO, awards were provided for under the 2011 Plan, and the vesting or exercise of those awards were issued and continue to be issued from the 2011 Plan. Upon formation of the 2021 Plan, no further awards are to be granted under the 2011 Plan, and any forfeitures of awards previously granted under the 2011 Plan will add to the amount available to grant under the 2021 Plan. The number of shares of our common stock reserved for issuance under the 2021 Plan will be increased on January 1 of each calendar year, starting on January 1, 2022 through January 1, 2031, in an amount equal to 5% of the total number of shares of our capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by our board of directors. Following the increase, the maximum number of shares of our common stock that may be issued under the Plans is 391,444,232 shares. As of December 31, 2023, we have 262,172,909 shares of common stock available for future grants to employees."}
-{"_id": "CPNG20231109", "title": "CPNG 4. Equity-based Compensation Plans", "text": "Shares subject to stock awards granted under the 2021 Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, do not reduce the number of shares available for issuance under the 2021 Plan. Additionally, shares become available for future grant under the 2021 Plan if they were issued under stock awards under the 2021 Plan and we repurchase them or they are forfeited."}
-{"_id": "CPNG20231111", "title": "CPNG RSUs", "text": "RSUs generally vest over 2 to 4 years from the vesting start date, subject to the recipient remaining an employee at each vesting date."}
-{"_id": "CPNG20231112", "title": "CPNG RSUs", "text": "For the RSUs with the performance condition satisfied upon the completion of our IPO, we recorded $41 million in equity-based compensation expense for 2021, consisting primarily of a cumulative catch-up adjustment related to such awards based on the full or partial fulfillment of requisite service periods. Unrecognized equity-based compensation expense related to these awards are recognized over the remaining requisite service periods."}
-{"_id": "CPNG20231114", "title": "CPNG RSUs", "text": "As of December 31, 2023, we had $601 million of unamortized compensation costs related to all unvested RSU awards. The unamortized compensation costs are expected to be recognized over a weighted-average period of approximately 2.4 years, net of estimated forfeitures. Coupang, Inc.##2023 Form 10-K##71"}
-{"_id": "CPNG20231122", "title": "CPNG RSUs", "text": "The table below summarizes our RSU activity: ####Outstanding RSUs#### (in millions, except unit price)##Number of RSUs######Weighted Average Grant-Date Fair Value December 31, 2022##35####$##19.29 Granted##30######16.31 Vested##(14)######19.63 Forfeited / cancelled##(5)######19.71 December 31, 2023##46####$##17.25"}
-{"_id": "CPNG20231126", "title": "CPNG RSUs", "text": "The following information is provided for our RSUs: (in millions, except unit price)####2023####2022####2021 Weighted average grant-date fair value of RSUs granted##$##16.31##$##17.24##$##32.17 Fair value of RSUs at vesting##$##223##$##181##$##413"}
-{"_id": "CPNG20231128", "title": "CPNG Stock Options", "text": "Our stock options are granted with exercise prices equal to the estimated fair value of the common shares at the date of grant. Stock options generally expire ten years from the grant date."}
-{"_id": "CPNG20231129", "title": "CPNG Stock Options", "text": "The total unrecognized compensation expense related to unvested stock options was $1 million, which will be recognized over the weighted-average remaining service period of approximately 0.8 years, net of estimated forfeitures."}
-{"_id": "CPNG20231139", "title": "CPNG Stock Options", "text": "The table below summarizes our stock option activity: ########Outstanding Options###### (in millions, except unit price)##Number of Options####Weighted Average Exercise Price####Weighted-Average Remaining Contractual Term (in years)####Aggregate Intrinsic Value December 31, 2022##22##$##6.50####5.90##$##192 Forfeited / cancelled##(1)##$##2.38######## Exercised##(4)##$##2.28######## Exercised Withheld##\u2014##$##2.12######## December 31, 2023##17##$##7.60####4.90##$##152 Exercisable as of December 31, 2023##15##$##7.80####4.85##$##131 Expected to vest as of December 31, 2023##2##$##6.40####5.28##$##19"}
-{"_id": "CPNG20231145", "title": "CPNG Stock Options", "text": "The fair value of stock options is estimated on the grant date with the following assumptions: ##2021 Weighted-average expected term (years)##4.27 Weighted-average expected volatility##70% Expected dividend yield##\u2014 Risk-free interest rate##0.62%"}
-{"_id": "CPNG20231150", "title": "CPNG Stock Options", "text": "The following information is provided for our stock options: (in millions, except unit price)####2023####2022####2021 Weighted average grant-date fair value of stock options granted##$##\u2014##$##\u2014##$##16.46 Intrinsic fair value of stock options exercised##$##57##$##131##$##676 Coupang, Inc.##2023 Form 10-K##72"}
-{"_id": "CPNG20231156", "title": "CPNG Equity-based Compensation Expense", "text": "The following table presents the effects of equity-based compensation in the consolidated statements of operations: (in millions)####2023####2022####2021 Cost of sales##$##14##$##16##$##11 Operating, general and administrative####312####246####238 Total##$##326##$##262##$##249"}
-{"_id": "CPNG20231168", "title": "CPNG 5. Defined Severance Benefits", "text": "Changes in defined severance benefits obligation were as follows: (in millions)####2023####2022 Beginning balance, January 1##$##304##$##283 Current service cost####141####143 Interest cost####14####9 Actuarial losses (gains)####22####(32) Payments from plans####(84)####(81) Cumulative effects of foreign currency translation####(1)####(18) Ending balance, December 31##$##396##$##304 Current##$##82##$##78 Noncurrent##$##314##$##226"}
-{"_id": "CPNG20231169", "title": "CPNG 5. Defined Severance Benefits", "text": "The accumulated benefit obligation for all defined severance benefits was $288 million and $225 million as of December 31, 2023 and 2022, respectively."}
-{"_id": "CPNG20231177", "title": "CPNG 5. Defined Severance Benefits", "text": "Net periodic cost consists of the following: (in millions)####2023####2022####2021 Current service costs##$##141##$##143##$##121 Interest cost####14####9####3 Amortization of:############ Prior service cost####3####3####\u2014 Net actuarial loss####1####6####4 Net periodic benefit cost##$##159##$##161##$##128"}
-{"_id": "CPNG20231181", "title": "CPNG 5. Defined Severance Benefits", "text": "The principal actuarial assumptions used to determine defined severance benefits obligation were as follows: ####December 31, 2023######December 31, 2022## Discount rates##4.30%##\u2013##4.80%##5.10%##\u2013##5.30% Salary growth rates##5.00%##\u2013##7.00%##5.00%##\u2013##8.00%"}
-{"_id": "CPNG20231185", "title": "CPNG 5. Defined Severance Benefits", "text": "The principal actuarial assumptions used to determine the net periodic cost were as follows: ######2023##########2022##########2021#### Discount rates##5.10##%##\u2013##5.30##%##2.70##%##\u2013##3.00##%##1.73##%##\u2013##2.57##% Salary growth rates##5.00##%##\u2013##8.00##%##5.00##%##\u2013##5.24##%##1.48##%##\u2013##5.00##%"}
-{"_id": "CPNG20231188", "title": "CPNG 5. Defined Severance Benefits", "text": "The expected maturity analysis of undiscounted defined severance benefits as of December 31, 2023 was as follows: (in millions)####Less than 1 year####Between 1-2 years####Between 2-5 years####Over 5 years####Total Defined severance benefits##$##87##$##90##$##275##$##437##$##889"}
-{"_id": "CPNG20231191", "title": "CPNG s", "text": " Coupang, Inc.##2023 Form 10-K##73"}
-{"_id": "CPNG20231193", "title": "CPNG 6. Income Taxes", "text": "We are subject to income taxation through certain of our subsidiaries primarily in the United States, South Korea and other jurisdictions in Asia."}
-{"_id": "CPNG20231204", "title": "CPNG 6. Income Taxes", "text": "The components of income tax (benefit) expense were as follows: (in millions of US dollars)####2023####2022####2021 Current taxes############ United States##$##62##$##\u2014##$##\u2014 Foreign####46####39####1 Current taxes####108####39####1 Deferred taxes############ United States####21####(40)####\u2014 Foreign####(905)####\u2014####\u2014 Deferred taxes####(884)####(40)####\u2014 Income tax (benefit) expense##$##(776)##$##(1)##$##1"}
-{"_id": "CPNG20231209", "title": "CPNG 6. Income Taxes", "text": "The components of income (loss) before income taxes are as follows: (in millions of US dollars)####2023####2022####2021 United States##$##(217)##$##(232)##$##(297) Foreign####801####139####(1,245) Income (loss) before income taxes##$##584##$##(93)##$##(1,542)"}
-{"_id": "CPNG20231221", "title": "CPNG 6. Income Taxes", "text": "Differences between the provision at the federal statutory rate and the provision recorded at the consolidated level are as follows: (in millions of US dollars)####2023####2022####2021 Taxes computed at the federal statutory rate##$##122##$##(20)##$##(324) Differences resulting from:############ Statutory rate difference####28####51####(44) Change in valuation allowances####(1,031)####(144)####393 GILTI####91####93####\u2014 Stock compensation####44####37####(20) Tax credit####(47)####(35)####(5) Other nondeductible expense####17####15####\u2014 Other####\u2014####2####1 Income tax (benefit) expense##$##(776)##$##(1)##$##1"}
-{"_id": "CPNG20231223", "title": "CPNG 6. Income Taxes", "text": "Our resulting effective tax rate differs from the applicable statutory rate primarily due to changes in the valuation allowance against our deferred tax assets, impacts from GILTI, tax credits and equity-based compensation. Coupang, Inc.##2023 Form 10-K##74"}
-{"_id": "CPNG20231243", "title": "CPNG 6. Income Taxes", "text": "The income tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and deferred income tax liabilities were as follows: (in millions of US dollars)####December 31, 2023####December 31, 2022 Deferred tax assets######## Provision and allowances##$##69##$##57 Depreciation####8####7 Accrued expenses####69####52 Amortization####21####32 Defined severance benefits####84####71 Lease liabilities####409####353 Net operating loss carryforwards####643####790 Tax credits####33####55 Other####49####28 Total deferred tax assets####1,385####1,445 Less: valuation allowances####(82)####(1,085) Total deferred tax assets net of valuation allowance##$##1,303##$##360 Deferred tax liabilities######## Lease asset####(371)####(317) Other####(7)####(3) Total deferred tax liabilities####(378)####(320) Net deferred tax assets##$##925##$##40"}
-{"_id": "CPNG20231250", "title": "CPNG 6. Income Taxes", "text": "Our valuation allowances were $82 million and $1.1 billion as of December 31, 2023 and 2022, respectively. The valuation allowance at December 31, 2022 was primarily related to our Korea net operating loss carryforwards that, in our judgment, were not more likely than not to be realized. During 2023, we continued to see improved and sustained profitability in Korea, which represents objective positive evidence for the realizability of certain deferred tax assets. As such, based on our analysis of the positive and negative evidence in each tax jurisdiction, during 2023 we released the valuation allowance primarily related to the Korea net operating loss deferred tax assets. The release of the valuation allowance in 2023 resulted in an increase to the carrying value of deferred tax assets on the balance sheet and a benefit to our provision for income taxes of $905 million. Changes in the valuation allowances were as follows: (in millions)####2023####2022####2021 Beginning balance, January 1##$##(1,085)##$##(1,284)##$##(975) Changes to existing valuation allowances####140####103####(393) Derecognition of valuation allowances####905####41####\u2014 Changes in foreign exchange rates, statutory rates and other####(42)####55####84 Ending balance, December 31##$##(82)##$##(1,085)##$##(1,284)"}
-{"_id": "CPNG20231258", "title": "CPNG 6. Income Taxes", "text": "As of December 31, 2023, we have net operating loss carryforwards for corporate income tax purposes of $2.6 billion which are available to offset future corporate taxable income, if any. The net operating loss carryforwards in Korea expire as follows: (in millions)####Korea 2026####14 2027####506 2028####819 2029####128 2035 - 2037####899 Total net operating loss carryforwards##$##2,366"}
-{"_id": "CPNG20231260", "title": "CPNG 6. Income Taxes", "text": "At December 31, 2023, we had $255 million of net operating loss carryforwards in other jurisdictions, including Taiwan, Japan and China which begin to expire in 2026. Coupang, Inc.##2023 Form 10-K##75"}
-{"_id": "CPNG20231261", "title": "CPNG 6. Income Taxes", "text": "We have corporate tax credit carryforwards of $67 million in the US which are available to reduce future corporate regular income taxes and $49 million of which expires between 2037 and 2043."}
-{"_id": "CPNG20231262", "title": "CPNG 6. Income Taxes", "text": "We did not have any material uncertain tax positions as of December 31, 2023 and 2022."}
-{"_id": "CPNG20231263", "title": "CPNG 6. Income Taxes", "text": "The open tax years for our major tax jurisdictions are 2019 - 2023 for the United States and 2018 - 2023 for Korea."}
-{"_id": "CPNG20231277", "title": "CPNG 7. Earnings per Share", "text": "The following table presents the calculation of basic and diluted earnings per share: (in millions, except per share amounts)####2023####2022####2021 Numerator############ Net income (loss)##$##1,360##$##(92)##$##(1,543) Denominator############ Weighted-average shares used in computing net income (loss) per share attributable to Class A and Class B common stockholders:############ Basic####1,782####1,765####1,424 Dilutive effect of equity compensation awards####21####\u2014####\u2014 Diluted####1,803####1,765####1,424 Earnings per share:############ Basic##$##0.76##$##(0.05)##$##(1.08) Diluted##$##0.75##$##(0.05)##$##(1.08) Anti-dilutive shares####3####24####46"}
-{"_id": "CPNG20231279", "title": "CPNG 8. Fair Value Measurement", "text": "Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are reported in one of three levels reflecting the significant inputs used to determine fair value."}
-{"_id": "CPNG20231285", "title": "CPNG 8. Fair Value Measurement", "text": "The following summarizes our financial assets and financial liabilities that are measured at fair value on a recurring basis: (in millions of US dollars)##Classification##Measurement Level####December 31, 2023####December 31, 2022 Financial assets############ Money market trust##Cash and cash equivalents##Level 1##$##1,582##$##390 Money market fund##Cash and cash equivalents##Level 1##$##1,205##$##\u2014 Money market trust##Restricted cash##Level 1##$##86##$##77"}
-{"_id": "CPNG20231287", "title": "CPNG 8. Fair Value Measurement", "text": "Our long-term debt is recorded at amortized cost. The fair value is estimated using Level 2 inputs based on our current interest rates for similar types of borrowing arrangements. The carrying amount of the long-term debt approximates its fair value as of December 31, 2023 and 2022, due primarily to the interest rates approximating market interest rates. Coupang, Inc.##2023 Form 10-K##76"}
-{"_id": "CPNG20231301", "title": "CPNG 9. Property and Equipment, net (1)Lesser of useful life or remaining lease term", "text": "The following summarizes our property and equipment, net: (in millions)##Useful Life####December 31, 2023####December 31, 2022 Land####$##323##$##296 Buildings##40 years####751####302 Equipment and furniture##1 - 8 years####914####648 Leasehold improvements##(1)####662####525 Vehicles##4 - 6 years####79####134 Software##4 years####26####26 Construction in progress######347####428 Property and equipment, gross####$##3,102##$##2,359 Less: Accumulated depreciation and amortization######(637)####(539) Property and equipment, net####$##2,465##$##1,820"}
-{"_id": "CPNG20231302", "title": "CPNG 9. Property and Equipment, net (1)Lesser of useful life or remaining lease term", "text": "For 2023, 2022, and 2021, depreciation and amortization expense on property and equipment was $271 million, $229 million, and $200 million, respectively."}
-{"_id": "CPNG20231303", "title": "CPNG 9. Property and Equipment, net (1)Lesser of useful life or remaining lease term", "text": "Property and equipment under construction, which primarily consists of fulfillment centers and deposits for equipment, is recorded as construction in progress until it is ready for its intended use; thereafter, it is transferred to the related class of property and equipment and depreciated over its estimated useful life."}
-{"_id": "CPNG20231305", "title": "CPNG 10. Leases", "text": "We are obligated under operating leases primarily for vehicles, equipment, warehouses, and facilities that expire over the next ten years. These leases can contain renewal options. Because we are not reasonably certain to exercise these renewal options, or the renewal options are not solely within our discretion, the options are not considered in determining the lease term, and the associated potential option payments are excluded from expected minimum lease payments. Our leases generally do not include termination options for either party or restrictive financial or other covenants."}
-{"_id": "CPNG20231306", "title": "CPNG 10. Leases", "text": "Our finance leases as of December 31, 2023 and 2022 were not material and are included in property and equipment, net, on our consolidated balance sheets."}
-{"_id": "CPNG20231311", "title": "CPNG 10. Leases", "text": "The components of operating lease cost were as follows: (in millions)####2023####2022####2021 Operating lease cost##$##457##$##410##$##341 Variable and short-term lease cost####42####40####38 Total operating lease cost##$##499##$##450##$##379"}
-{"_id": "CPNG20231316", "title": "CPNG 10. Leases", "text": "Supplemental disclosure of cash flow information related to operating leases were as follows: (in millions)####2023####2022####2021 Cash paid for the amount used to measure the operating lease liabilities##$##445##$##367##$##288 Operating lease assets obtained in exchange for lease obligations##$##428##$##426##$##599 Net increase to operating lease ROU assets resulting from remeasurements of lease obligations##$##133##$##8##$##109"}
-{"_id": "CPNG20231318", "title": "CPNG 10. Leases", "text": "Amounts disclosed for ROU assets obtained in exchange for lease obligations include amounts added to the carrying amount of ROU assets resulting from lease modifications and reassessments, and new leases. Coupang, Inc.##2023 Form 10-K##77"}
-{"_id": "CPNG20231322", "title": "CPNG 10. Leases", "text": "The assumptions used to value operating leases for the periods presented were as follows: ##December 31, 2023####December 31, 2022## Weighted-average remaining lease term##5.7 years####5.7 years## Weighted-average discount rate##7.77##%##6.76##%"}
-{"_id": "CPNG20231323", "title": "CPNG 10. Leases", "text": "As of December 31, 2023, we had entered into operating leases that have not commenced with future minimum lease payments of $355 million, that have not been recognized on our consolidated balance sheets. These leases have non-cancellable lease terms of 1 to 10 years."}
-{"_id": "CPNG20231334", "title": "CPNG Supplemental Disclosure of Cash Flow Information", "text": " (in millions)####2023####2022####2021 Supplemental disclosure of cash-flow information############ Cash paid for income taxes, net of refunds##$##110##$##6##$##3 Cash paid for interest##$##31##$##19##$##21 Non-cash investing and financing activities############ Increase (decrease) in property and equipment-related accounts payable##$##23##$##(68)##$##45 Conversion of common units into Class A and Class B common stock##$##\u2014##$##\u2014##$##87 Conversion of redeemable convertible preferred units into Class A and Class B common stock##$##\u2014##$##\u2014##$##3,466 Conversion of convertible notes into Class A common stock##$##\u2014##$##\u2014##$##610"}
-{"_id": "CPNG20231343", "title": "CPNG Supplemental Disclosure of Cash Flow Information", "text": "The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown within the consolidated statements of cash flows. ########December 31,#### (in millions)####2023####2022####2021 Current assets############ Cash and cash equivalents##$##5,243##$##3,509##$##3,488 Restricted cash####353####176####320 Noncurrent assets############ Restricted cash included in long-term leasehold deposits and other####1####2####2 Total cash, cash equivalents and restricted cash##$##5,597##$##3,687##$##3,810"}
-{"_id": "CPNG20231346", "title": "CPNG Supplier Financing Arrangements", "text": "We have agreements with third-party financial institutions to facilitate participating vendors\u2019 and suppliers\u2019 ability to settle payment obligations from us to designated third-party financial institutions. Participating vendors and suppliers may, at their sole discretion, settle obligations prior to their scheduled due dates at a discounted price to the participating financial institutions. The invoices that have been confirmed as valid under the program require payment, in full, based on the original standard invoice terms. Confirmed invoices owed to financial institutions under these programs are included within accounts payable and were $459 million and $337 million as of December 31, 2023 and 2022, respectively. Coupang or the financial institutions may terminate the agreement upon given notice. Coupang, Inc.##2023 Form 10-K##78"}
-{"_id": "CPNG20231357", "title": "CPNG Short-Term Borrowings", "text": "Details of carrying amounts of short-term borrowings were as follows: (in millions)##########Borrowing Limit####December 31, 2023## Maturity Date####Interest rate (%)############ September 2024####(1)####$##23##$##\u2014## January 2024 - December 2024##2.10##\u2013##5.70####283####282## Total principal short-term borrowings########$##306##$##282## Less: unamortized discounts##############\u2014## Total short-term borrowings############$##282## Weighted-average interest rates##############3.49##%"}
-{"_id": "CPNG20231358", "title": "CPNG Short-Term Borrowings", "text": "(1)The interest rate is based on an average of AAA rated financial bonds rate in Korea plus 1.35%."}
-{"_id": "CPNG20231359", "title": "CPNG Short-Term Borrowings", "text": "Our short-term borrowings generally include lines of credit and loan facilities with financial institutions to be drawn upon for general operating purposes."}
-{"_id": "CPNG20231373", "title": "CPNG Long-Term Debt", "text": "Details of carrying amounts of long-term debt were as follows: (in millions)##Maturity Date##########Borrowing Limit####December 31, 2023 Description######Interest rate (%)########## Revolving Credit Facility##Feb 2024####(2)####$##1,000##$##\u2014 Revolving Credit Agreement##Nov 2024####CD interest rate (91 days) + 2.30######124####\u2014 August 2021 Term Loan(1)##Aug 2024####3.16######155####155 April 2023 Term Loan(1)##Apr 2026####6.76######178####178 March 2022 Term Loan(1)##Mar 2027####4.26######310####310 Other Term Loan Facilities(1)##Aug 2024 - Nov 2026##3.68##-##6.00####92####92 Total principal long-term debt##########$##1,859##$##735 Less: current portion of long-term debt################(203) Less: unamortized discounts################(3) Total long-term debt##############$##529"}
-{"_id": "CPNG20231374", "title": "CPNG Long-Term Debt", "text": "(1)At December 31, 2023, we had pledged up to $882 million of land and buildings as collateral against long-term loan facilities."}
-{"_id": "CPNG20231375", "title": "CPNG Long-Term Debt", "text": "(2)Borrowings under the 2021 revolving credit facility bear interest, at our option, at a rate per annum equal to (i) a base rate equal to the highest of (A) the prime rate, (B) the higher of the federal funds rate or a composite overnight bank borrowing rate plus 0.50%, or (C) an adjusted Term Secured Overnight Financing Rate (SOFR) for a one-month interest period plus 1.00% or (ii) an adjusted Term SOFR plus a margin equal to 1.00%."}
-{"_id": "CPNG20231377", "title": "CPNG Revolving Credit Agreement", "text": "In October 2022, we entered into a two-year Revolving Credit Agreement with a borrowing limit of $124 million that bears interest at the average of 91-day CD interest rate plus 2.30%. The Revolving Credit Agreement is secured by $508 million of inventories."}
-{"_id": "CPNG20231379", "title": "CPNG Revolving Credit Facility", "text": "In January 2024, our senior unsecured credit facility (\u201cthe Revolving Credit Facility\u201d) was amended to extend the maturity date to February 2026 and to bring the aggregate principal amount to $875 million. The Revolving Credit Facility continues to provide us the right to request incremental commitments up to $1.25 billion, subject to customary conditions."}
-{"_id": "CPNG20231381", "title": "CPNG Revolving Credit Facility", "text": "The Revolving Credit Facility contains customary affirmative and negative covenants, including certain financial covenants. The Revolving Credit Facility is guaranteed on a senior unsecured basis by all our material restricted subsidiaries, subject to customary exceptions. Coupang, Inc.##2023 Form 10-K##79"}
-{"_id": "CPNG20231382", "title": "CPNG Revolving Credit Facility", "text": "The Revolving Credit Facility and Revolving Credit Agreement both contain financial covenants that require us to maintain certain maximum net leverage ratios and minimum liquidity amounts."}
-{"_id": "CPNG20231384", "title": "CPNG Term Loan Facility Agreements", "text": "In April 2023, we entered into a new three-year term loan facility agreement to borrow $178 million to finance the purchase of a fulfillment center and land. We pledged up to $214 million of certain land and buildings as collateral. The loan bears interest at a fixed rate of 6.76%."}
-{"_id": "CPNG20231385", "title": "CPNG Term Loan Facility Agreements", "text": "We were in compliance with the covenants for each of our borrowings and debt agreements as of December 31, 2023 and 2022."}
-{"_id": "CPNG20231394", "title": "CPNG Term Loan Facility Agreements", "text": "Future principal payments for long-term debt as of December 31, 2023 were as follows: (in millions)####Long-term debt 2024##$##203 2025####\u2014 2026####222 2027####310 2028####\u2014 Thereafter####\u2014 Total##$##735"}
-{"_id": "CPNG20231407", "title": "CPNG Commitments", "text": "The following summarizes our minimum contractual commitments as of December 31, 2023: (in millions)####Unconditional purchase obligations (unrecognized)####Long-term debt (including interest)####Operating leases####Total 2024##$##298##$##239##$##506##$##1,043 2025####249####27####430####706 2026####197####243####329####769 2027####188####313####266####767 2028####101####\u2014####215####316 Thereafter####97####\u2014####499####596 Total undiscounted payments##$##1,130##$##822##$##2,245##$##4,197 Less: lease imputed interest############(472)#### Total lease commitments##########$##1,773####"}
-{"_id": "CPNG20231408", "title": "CPNG Commitments", "text": "Unconditional purchase obligations include legally binding contracts with terms in excess of one year that are not reflected on the consolidated balance sheets. These contractual commitments primarily relate to the purchases of technology related services, fulfillment center construction contracts, and software licenses. For contracts with variable terms, we do not estimate the total obligation beyond any minimum pricing as of the reporting date."}
-{"_id": "CPNG20231411", "title": "CPNG Legal Matters", "text": "From time to time, we may become party to litigation incidents and other legal proceedings, including regulatory proceedings, in the ordinary course of business. We assess the likelihood of any adverse judgments or outcomes with respect to these matters and determines loss contingency assessments on a gross basis after assessing the probability of incurrence of a loss and whether a loss is reasonably estimable. In addition, we consider other relevant factors that could impact our ability to reasonably estimate a loss. A determination of the amount of reserves required, if any, for these contingencies is made after analyzing each matter. Our reserves may change in the future due to new developments or changes in strategy in handling these matters. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of currently pending legal matters will not have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. Coupang, Inc.##2023 Form 10-K##80"}
-{"_id": "CPNG20231413", "title": "CPNG Litigation", "text": "On August 26, 2022, a putative class action was filed on behalf of all purchasers of Coupang Class A common stock pursuant and/or traceable to Coupang\u2019s registration statement issued in connection with our initial public offering. Choi v. Coupang, Inc et al was brought against Coupang, Inc., and certain of its former and current directors, current officers, and certain underwriters of the offering. The action was filed in the United States District Court for the Southern District of New York alleging inaccurate and misleading or omitted statements of material fact in Coupang's Registration Statement in violation of Sections 11, 12, and 15 of the Securities Act of 1933. The action was amended on May 22, 2023, and added allegations of securities fraud under Sections 10 and 20 of the Securities Exchange Act of 1934. The action seeks unspecified compensatory damages, attorneys\u2019 fees, and reasonable costs and expenses. Between August and December 2023, three separate stockholders\u2019 derivative actions were filed in the United States District Court for the Southern District of New York against certain of Coupang\u2019s former and current directors and current officers. Coupang was named as a nominal defendant in the actions. These derivative actions purport to assert claims on behalf of Coupang and make substantially similar factual allegations to Choi v. Coupang, Inc. et al, bringing claims for, among other things, breach of fiduciary duty, unjust enrichment, and violations of securities laws. The actions seek compensatory damages, governance reforms, and other relief. We believe all the aforementioned actions are without merit and intend to vigorously defend against the aforementioned actions. A reasonable estimate of the amount of any possible loss or range of loss cannot be made at this time. Accordingly, we can provide no assurance as to the scope and outcome of this matter and no assurance as to whether our business, financial position, results of operations or cash flows will not be materially adversely affected."}
-{"_id": "CPNG20231415", "title": "CPNG Korean Fair Trade Commission Investigations", "text": "On June 28, 2021, the Korean Fair Trade Commission (\u201cKFTC\u201d) initiated an investigation into a potential violation of the Monopoly Regulation and Fair Trade Act, including alleged preferential treatments of private labelled products provided by our subsidiary, Coupang Private Label Business. The KFTC is also investigating us on other matters related to the alleged violations of certain KFTC regulations. We are diligently cooperating with these investigations, and actively defending our practices as appropriate."}
-{"_id": "CPNG20231416", "title": "CPNG Korean Fair Trade Commission Investigations", "text": "Under Korean law, the issues addressed in the investigations can be resolved through civil, administrative, or criminal proceedings. The ultimate case resolution could include fines, orders to alter our processes or procedures, and criminal investigations or charges against individuals or us. We cannot reasonably estimate any penalties, loss or range of loss that may arise from the various KFTC Investigations. Accordingly, we can provide no assurance as to the scope and outcome of these matters and no assurance as to whether our business, financial position, results of operations or cash flows will not be materially adversely affected."}
-{"_id": "CPNG20231418", "title": "CPNG 14. Stockholders' Equity", "text": "Our certificate of incorporation provides for two classes of common stock, and authorizes shares of undesignated preferred stock, the rights, preferences, and privileges of which may be designated from time to time by our board of directors. Our authorized capital stock consists of 10 billion shares of Class A common stock, par value $0.0001 per share; 250 million shares of Class B common stock, par value $0.0001 per share; and 2 billion shares of undesignated preferred stock, par value $0.0001 per share. No preferred stock was issued and outstanding as of December 31, 2023 and 2022."}
-{"_id": "CPNG20231419", "title": "CPNG 14. Stockholders' Equity", "text": "The shares of Class A common stock and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to twenty-nine votes. In addition, each share of our Class B common stock will convert automatically into one share of our Class A common stock upon any transfer, whether or not for value, except certain transfers to entities, to the extent the transferor retains sole dispositive power and exclusive voting control with respect to the shares of Class B common stock."}
-{"_id": "CPNG20231420", "title": "CPNG 14. Stockholders' Equity", "text": "In connection with our IPO in March 2021, the principal balance and accrued interest on our previously issued convertible notes were automatically converted into 171,750,446 shares of our Class A common stock."}
-{"_id": "CPNG20231422", "title": "CPNG Accumulated Other Comprehensive Income (Loss)", "text": "Accumulated other comprehensive (loss) income includes all changes in equity during a period that have yet to be recognized in income. The major components are foreign currency translation adjustments and actuarial gains (losses) on our defined severance benefits. As of December 31, 2023 and 2022, the ending balance in accumulated other comprehensive income (loss) related to foreign currency translation adjustments was $43 million and $45 million, respectively, and the amount related to actuarial losses on defined severance benefits was $(61) million and $(43) million, respectively."}
-{"_id": "CPNG20231424", "title": "CPNG 15. Subsequent Event - Farfetch Acquisition", "text": "On December 18, 2023, we announced our pending acquisition of Farfetch, a leading global marketplace for the luxury fashion industry, which included a $500 million bridge loan to Farfetch and certain of its direct or indirect subsidiaries."}
-{"_id": "CPNG20231426", "title": "CPNG 15. Subsequent Event - Farfetch Acquisition", "text": "We established a limited partnership for the purposes of providing the bridge loan and acquiring all of the business and assets of Farfetch. The limited partnership is owned 80.1% by Coupang, Inc and 19.9% by certain funds advised or managed by Greenoaks Coupang, Inc.##2023 Form 10-K##81"}
-{"_id": "CPNG20231427", "title": "CPNG 15. Subsequent Event - Farfetch Acquisition", "text": "Capital Partners, LLC (\u201cGreenoaks\u201d), a related party. The limited partnership is included in the Company\u2019s consolidated operating results as of December 31, 2023."}
-{"_id": "CPNG20231428", "title": "CPNG 15. Subsequent Event - Farfetch Acquisition", "text": "As of December 31, 2023, $75 million was outstanding under the bridge loan. In January 2024, an additional $75 million was advanced under the bridge loan. Financings under the bridge loan, as well as capital contributions, are provided by the partners in accordance with their ownership percentages."}
-{"_id": "CPNG20231429", "title": "CPNG 15. Subsequent Event - Farfetch Acquisition", "text": "On January 30, 2024, we completed our acquisition and at closing the limited partnership provided additional cash funding to Farfetch of $150 million. Additionally, the $150 million previously provided under the bridge loan was contributed towards the Farfetch Acquisition. The limited partnership is further obligated to fund up to $200 million within twelve months of the acquisition date."}
-{"_id": "CPNG20231430", "title": "CPNG 15. Subsequent Event - Farfetch Acquisition", "text": "As part of the Farfetch Acquisition, a subsidiary of the limited partnership assumed Farfetch\u2019s then outstanding syndicated Term Loans of $633 million, inclusive of fees incurred, under their Credit Agreement with certain banks and financial institutions. The Term Loans are due and payable on October 20, 2027, with early repayment permitted. Repayment of the Term Loans is due in quarterly installments of 0.25%. The Term Loans bear interest at a rate equal to SOFR plus 6.25% per annum. The Term Loans are not guaranteed by Coupang, Inc or the limited partnership."}
-{"_id": "CPNG20231431", "title": "CPNG 15. Subsequent Event - Farfetch Acquisition", "text": "Mr. Neil Mehta, a member of the Company\u2019s Board of Directors, has served as a Managing Partner of Greenoaks since April 2012. Greenoaks and certain funds and accounts to which Greenoaks serves as the investment adviser and related persons or entities, including Mr. Mehta, have ownership in our Class A common stock."}
-{"_id": "CPNG20231432", "title": "CPNG 15. Subsequent Event - Farfetch Acquisition", "text": "Due to the timing of the acquisition, the initial accounting for the business combination is incomplete. As such, we are not able to disclose certain information relating to the acquisition, including the preliminary fair value of assets acquired and liabilities assumed. We expect to complete the initial accounting for the acquisition during the first quarter of 2024."}
-{"_id": "CPNG20231435", "title": "CPNG Redeemable Noncontrolling Interests", "text": "Greenoaks\u2019 19.9% equity interest in the limited partnership is subject to a put/call option after the acquisition was completed, whereby their equity interest can be purchased at either parties\u2019 option after seven years has elapsed and no initial public offering of the acquired Farfetch assets has taken place. The put/call option is to be calculated based on market value of the Farfetch business at the time of exercise. As of December 31, 2023, we recognized a redeemable noncontrolling interest of $15 million for Greenoaks\u2019 equity interest in the limited partnership. In January 2024, Greenoaks contributed a further $45 million in connection with the bridge loan and acquisition of Farfetch, which we recognized as additional redeemable noncontrolling interest. Coupang, Inc.##2023 Form 10-K##82"}
-{"_id": "CPNG20231436", "title": "CPNG Redeemable Noncontrolling Interests", "text": "Changes in and Disagreements with Accountants on Accounting and Financial Disclosure"}
-{"_id": "CPNG20231437", "title": "CPNG Redeemable Noncontrolling Interests", "text": "None."}
-{"_id": "CPNG20231440", "title": "CPNG Evaluation of Disclosure Controls and Procedures", "text": "As of December 31, 2023, our disclosure controls and procedures were evaluated, under the supervision and with the participation of our Chief Executive Officer (\u201cCEO\u201d) and Chief Financial Officer (\u201cCFO\u201d), to assess whether they are effective in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure and to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified in the SEC\u2019s rules and forms."}
-{"_id": "CPNG20231441", "title": "CPNG Evaluation of Disclosure Controls and Procedures", "text": "Based on this evaluation, our CEO and CFO have concluded that, as of December 31, 2023, our disclosure controls and procedures were effective at a reasonable assurance level."}
-{"_id": "CPNG20231443", "title": "CPNG Management\u2019s Annual Report on Internal Control Over Financial Reporting", "text": "Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles."}
-{"_id": "CPNG20231444", "title": "CPNG Management\u2019s Annual Report on Internal Control Over Financial Reporting", "text": "Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting using criteria described in Internal Control \u2013 Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)."}
-{"_id": "CPNG20231445", "title": "CPNG Management\u2019s Annual Report on Internal Control Over Financial Reporting", "text": "Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2023 based on the criteria in Internal Control \u2013 Integrated Framework (2013)."}
-{"_id": "CPNG20231446", "title": "CPNG Management\u2019s Annual Report on Internal Control Over Financial Reporting", "text": "The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Samil PricewaterhouseCoopers, an independent registered public accounting firm, as stated in their report which is included in Item 8 of this Annual Report on Form 10-K."}
-{"_id": "CPNG20231448", "title": "CPNG Changes in Internal Control over Financial Reporting", "text": "There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting."}
-{"_id": "CPNG20231450", "title": "CPNG Limitations on Effectiveness of Controls and Procedures", "text": "Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected."}
-{"_id": "CPNG20231453", "title": "CPNG b) Trading Plans", "text": "During the quarter ended December 31, 2023, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements."}
-{"_id": "CPNG20231456", "title": "CPNG Disclosure Regarding Foreign Jurisdictions that Prevent Inspections", "text": "Not applicable. Coupang, Inc.##2023 Form 10-K##83"}
-{"_id": "CPNG20231458", "title": "CPNG Directors, Executive Officers and Corporate Governance", "text": "The information required by this item, including information about our Directors, Executive Officers and Audit Committee and Code of Business Conduct and Ethics, is incorporated by reference to the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which will be filed with the SEC, no later than 120 days after December 31, 2023. To the extent permissible under applicable rules, we intend to disclose amendments to our Code of Business Conduct and Ethics, as well as waivers of the provisions thereof granted to executive officers and directors, on our investor relations website under the heading \u201cCorporate Governance\u201d at www.ir.aboutcoupang.com."}
-{"_id": "CPNG20231460", "title": "CPNG Executive Compensation", "text": "The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2023."}
-{"_id": "CPNG20231461", "title": "CPNG Executive Compensation", "text": "Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters"}
-{"_id": "CPNG20231462", "title": "CPNG Executive Compensation", "text": "The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2023."}
-{"_id": "CPNG20231464", "title": "CPNG Certain Relationships and Related Transactions, and Director Independence", "text": "The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2023."}
-{"_id": "CPNG20231466", "title": "CPNG Principal Accountant Fees and Services", "text": "Our independent registered public accounting firm is Samil PricewaterhouseCoopers, Seoul, Republic of Korea (PCAOB ID: 1103)."}
-{"_id": "CPNG20231468", "title": "CPNG Principal Accountant Fees and Services", "text": "The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2023. Coupang, Inc.##2023 Form 10-K##84"}
-{"_id": "CPNG20231471", "title": "CPNG Exhibits and Financial Statement Schedules", "text": "a) Documents filed as part of this report: 1) Financial Statements (Item 8);"}
-{"_id": "CPNG20231516", "title": "CPNG Exhibits and Financial Statement Schedules", "text": "2) Financial Statement Schedules. Financial Statement Schedules of the Company, as required for 2023, 2022, and 2021, consist of Schedule I - Condensed Financial Information of Coupang, Inc. Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto. Exhibit Number##Description of Exhibit##Provided Herewith######Incorporated by Reference#### ######Form##File No.####Exhibit##Filing Date 3.1##Certificate of Incorporation of the Registrant.####10-Q##001-40115####3.1##November 12, 2021 3.2##Bylaws of the Registrant.####10-Q##001-40115####3.2##November 12, 2021 4.1##Sixth Amended and Restated Registration Rights Agreement, by and among the Registrant and certain of its stockholders, dated December 21, 2018.####S-1##333-253030####4.1##February 12, 2020 4.2##Description of Securities.####10-K##001-40115####4.2##March 3, 2022 10.1##Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.####S-1##333-253030####10.1##February 12, 2020 10.2+##Coupang, LLC Third Amended and Restated 2011 Equity Incentive Plan, as amended, and related form agreements.####S-8##333-254117####99.1##March 11, 2021 10.3+##Coupang, Inc. 2021 Equity Incentive Plan.####10-K##001-40115####10.5##March 1, 2023 10.4+##Amended and Restated Executive Severance Policy.##X########## 10.5+##Employment Agreement, by and between the Registrant and Bom Kim.####10-Q##001-40115####10.6##May 13, 2021 10.6+##Employment Agreement, by and between the Registrant and Gaurav Anand.####10-Q##001-40115####10.7##May 13, 2021 10.7+##Employment Agreement, by and between the Registrant and Hanseung Kang.####10-Q##001-40115####10.8##May 13, 2021 10.8+##Employment Agreement, by and between the Registrant and Harold Rogers.####10-Q##001-40115####10.11##May 13, 2021 10.9+##Employment Agreement, by and between the Registrant and Pranam Kolari.##X########## 10.10##Revolving Credit and Guaranty Agreement, dated as of February 27, 2021, among Coupang, Inc. as Borrower, the guarantors party thereto, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent.####10-Q##001-40115####10.12##May 13, 2021 10.11##First Amendment to Revolving Credit and Guaranty Agreement, dated as of August 3, 2021, among the Registrant, as Borrower, the guarantors party thereto, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent.####10-K##001-40115####10.12##March 3, 2022 Coupang, Inc.##2023 Form 10-K##85 10.12##Second Amendment to Revolving Credit and Guaranty Agreement, dated as of December 2, 2021, among the Registrant, as Borrower, the guarantors party thereto, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent.####10-K##001-40115##10.13##March 3, 2022 10.13##Third Amendment to Revolving Credit and Guaranty Agreement, dated as of March 1, 2022, among the Registrant, as Borrower, the guarantors party thereto, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent.####10-K##001-40115##10.15##March 3, 2022 10.14##Fourth Amendment to Revolving Credit and Guaranty Agreement, dated as of June 29, 2023, among the Registrant, the guarantors party thereto, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A.####10-Q##001-40115##10.2##August 9, 2023 10.15##Fifth Amendment to Revolving Credit and Guaranty Agreement, dated as of January 29, 2024, by and among Coupang, Inc., as borrower, the guarantors party thereto, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent.####8-K##001-40115##10.1##February 1, 2024 10.16+##Form of Non-Employee Director Compensation Policy.####10-Q##001-40115##10.1##August 9, 2023 10.17+##Form of Annual RSU Award Notice & Agreement for Non-Employee Directors.####10-Q##001-40115##10.1##August 11, 2022 10.18+##Form of RSU Award Notice & Agreement for Executives.####10-Q##001-40115##10.2##May 12, 2022 10.19+##Form of PSU Award Notice & Agreement for Executives.####10-Q##001-40115##10.3##May 12, 2022 10.20+##Employment Agreement by and between the Company and Tae Jung Kim.####10-Q##001-40115##10.1##May 10, 2023 10.21##Sale and Purchase Agreement by and between Farfetch Holdings PLC, The Administrators, and Surpique Acquisition Limited dated as of January 30, 2024.##X######## 10.22##Farfetch Holdings PLC Fifth Amendment to Credit Agreement, Accession and Fee Agreement dated as of January 30, 2024##X######## 21.1##List of Significant Subsidiaries of the Registrant.##X######## 23.1##Consent of Samil PricewaterhouseCoopers, independent registered public accounting firm.##X######## 31.1##Chief Executive Officer Section 302 Certification##X######## 31.2##Chief Financial Officer Section 302 Certification##X######## 32.1*##Chief Executive Officer Section 906 Certification##X######## 32.2*##Chief Financial Officer Section 906 Certification##X######## 97.0##Coupang, Inc. Recoupment (Clawback) Policy##X######## 101.INS##XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.########## 101.SCH##XBRL Taxonomy Extension Schema Document.########## 101.CAL##XBRL Taxonomy Extension Calculation Linkbase Document.########## Coupang, Inc.##2023 Form 10-K##86 101.DEF##XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB##XBRL Taxonomy Extension Labels Linkbase Document. 101.PRE##XBRL Taxonomy Extension Presentation Linkbase Document. 104##Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)"}
-{"_id": "CPNG20231520", "title": "CPNG + Indicates management contract or compensatory plan", "text": "* The certifications attached as Exhibit 32.1 and 32.2 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Coupang, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. Coupang, Inc.##2023 Form 10-K##87"}
-{"_id": "CPNG20231521", "title": "CPNG + Indicates management contract or compensatory plan", "text": "COUPANG, INC."}
-{"_id": "CPNG20231538", "title": "CPNG Condensed Statements of Operations and Comprehensive Income/(Loss)", "text": " (in millions)####2023####2022####2021 Management service fee revenues##$##18##$##17##$##17 Operating cost and expenses####(400)####(324)####(349) Interest expense####(2)####(2)####(22) Other income, net####84####28####2 Loss before equity in earnings (losses) of subsidiaries####(300)####(281)####(352) Equity in earnings (losses) of subsidiaries####1,783####189####(1,191) Income (loss) before taxes####1,483####(92)####(1,543) Income tax expense####123####\u2014####\u2014 Net income (loss)##$##1,360##$##(92)##$##(1,543) Other comprehensive income (loss):############ Foreign currency translation adjustments, net of tax####(2)####9####41 Actuarial (loss) gain on defined severance benefits, net of tax####(18)####41####(57) Total other comprehensive (loss) income####(20)####50####(16) Comprehensive income (loss)##$##1,340##$##(42)##$##(1,559)"}
-{"_id": "CPNG20231540", "title": "CPNG Condensed Statements of Operations and Comprehensive Income/(Loss)", "text": "See accompanying notes to condensed financial statements. Coupang, Inc.##2023 Form 10-K##88"}
-{"_id": "CPNG20231541", "title": "CPNG Condensed Statements of Operations and Comprehensive Income/(Loss)", "text": "COUPANG, INC."}
-{"_id": "CPNG20231564", "title": "CPNG Condensed Balance Sheets", "text": " (in millions)####December 31, 2023####December 31, 2022 Assets######## Cash and cash equivalents##$##1,592##$##1,595 Restricted cash####79####57 Other current assets####20####10 Total current assets####1,691####1,662 Other assets####12####1 Investment in subsidiaries####2,438####763 Total assets##$##4,141##$##2,426 Liabilities and stockholders' equity######## Other current liabilities##$##42##$##12 Total current liabilities####42####12 Other liabilities####10####\u2014 Total liabilities####52####12 Stockholders' equity######## Common stock####\u2014####\u2014 Additional paid-in capital####8,489####8,154 Accumulated other comprehensive (loss) income####(17)####3 Accumulated deficit####(4,383)####(5,743) Total stockholders' equity####4,089####2,414 Total liabilities and stockholders' equity##$##4,141##$##2,426"}
-{"_id": "CPNG20231566", "title": "CPNG Condensed Balance Sheets", "text": "See accompanying notes to condensed financial statements. Coupang, Inc.##2023 Form 10-K##89"}
-{"_id": "CPNG20231567", "title": "CPNG Condensed Balance Sheets", "text": "COUPANG, INC."}
-{"_id": "CPNG20231587", "title": "CPNG Condensed Statements of Cash Flows", "text": " (in millions)####2023####2022####2021 Operating activities############ Net cash provided by (used in) operating activities##$##95##$##(79)##$##(58) Investing activities############ Capital contribution to subsidiaries####(121)####(725)####(1,274) Return of capital contribution from subsidiaries####61####80####204 Increase of short-term loans####(25)####\u2014####\u2014 Net cash used in investing activities####(85)####(645)####(1,070) Financing activities############ Proceeds from issuance of common units and preferred units, net of issuance costs####\u2014####\u2014####3,431 Deferred offering costs paid####\u2014####\u2014####(12) Proceeds from issuance of common stock/units, equity-based compensation plan####9####18####62 Other, net####\u2014####\u2014####(1) Net cash provided by financing activities####9####18####3,480 Cash and cash equivalents############ Net increase (decrease) in cash and cash equivalents####19####(706)####2,352 Cash and cash equivalents as of beginning of the period####1,652####2,358####6 Cash and cash equivalents as of end of the period##$##1,671##$##1,652##$##2,358"}
-{"_id": "CPNG20231589", "title": "CPNG Condensed Statements of Cash Flows", "text": "See accompanying notes to condensed financial statements. Coupang, Inc.##2023 Form 10-K##90"}
-{"_id": "CPNG20231590", "title": "CPNG Condensed Statements of Cash Flows", "text": "Coupang, Inc."}
-{"_id": "CPNG20231594", "title": "CPNG 1.Basis of Presentation", "text": "These condensed Parent company-only financial statements have been derived from its consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto of Coupang, Inc. and subsidiaries included in Part II, Item 8 of this Form 10-K. The Parent\u2019s significant accounting policies are consistent with those described in Note 1 \u2014 \"Description of Business and Summary of Significant Accounting Policies\" in Part II, Item 8, except that all subsidiaries are accounted for as equity method investments."}
-{"_id": "CPNG20231595", "title": "CPNG 1.Basis of Presentation", "text": "Certain subsidiaries in Korea hold various licenses and/or are regulated by governmental requirements. As a result, the ability of these subsidiaries to pay dividends or loan money to our Parent company is restricted due to terms which require the subsidiaries to meet certain financial covenants, including maintaining a positive net equity balance; having a minimum percentage of its total assets in low-risk, cash-like assets; and maintaining a minimum current asset to current liability ratio. In addition, the Parent has certain regulatory restrictions that only allow dividend payments to be made while maintaining a positive net equity balance or if dividends are paid out of the current years' income, if any."}
-{"_id": "CPNG20231597", "title": "CPNG 2.Debt", "text": "The Parent has a $875 million unsecured credit facility (the \u201cRevolving Credit Facility\u201d) as further described in Note 12 \u2014 \"Short-Term Borrowings and Long-Term Debt\" which was amended to extend the term to February 2026. As of December 31, 2023, there was no balance outstanding on the Revolving Credit Facility."}
-{"_id": "CPNG20231599", "title": "CPNG 2.Debt", "text": "The Parent is the guarantor for certain debt issued by its subsidiaries and has pledged $79 million classified within restricted cash related to such debts. Coupang, Inc.##2023 Form 10-K##91"}
-{"_id": "CPNG20231602", "title": "CPNG Form 10-K Summary", "text": "None. Coupang, Inc.##2023 Form 10-K##92"}
-{"_id": "CPNG20231608", "title": "CPNG SIGNATURES", "text": "Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ##COUPANG, INC.## By:####/s/ Bom Kim ####Bom Kim ####Chief Executive Officer and Chairman of the Board"}
-{"_id": "CPNG20231629", "title": "CPNG Dated: February 28, 2024", "text": "Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature##Title##Date /s/ Bom Kim##Chief Executive Officer and Chairman of the Board##February 28, 2024 Bom Kim##(Principal Executive Officer)## /s/ Gaurav Anand##Chief Financial Officer##February 28, 2024 Gaurav Anand##(Principal Financial Officer)## /s/ Jonathan Lee##Chief Accounting Officer##February 28, 2024 Jonathan Lee##(Principal Accounting Officer)## /s/ Neil Mehta##Director##February 28, 2024 Neil Mehta#### /s/ Jason Child##Director##February 28, 2024 Jason Child#### /s/ Pedro Franceschi##Director##February 28, 2024 Pedro Franceschi#### /s/ Benjamin Sun##Director##February 28, 2024 Benjamin Sun#### /s/ Ambereen Toubassy##Director##February 28, 2024 Ambereen Toubassy#### /s/ Kevin Warsh##Director##February 28, 2024 Kevin Warsh#### Coupang, Inc.##2023 Form 10-K##93"}
-{"_id": "DAL20230005", "title": "DAL General", "text": "As a global airline based in the United States, we connect customers across our expansive global network with a commitment to industry-leading customer service, safety and innovation. In 2023, we served over 190 million customers."}
-{"_id": "DAL20230007", "title": "DAL Competitive Advantages and Brand Strength", "text": "The competitive advantages that support our trusted consumer brand include our people and culture, operational reliability, global network, customer loyalty and financial foundation. In 2023, we continued to differentiate Delta from the industry by strengthening our competitive advantages."}
-{"_id": "DAL20230009", "title": "DAL People and Culture", "text": "The Delta people and culture are our strongest competitive advantage. Our more than 100,000 employees provide world-class travel experiences for our customers and best-in-class service, delivering customer satisfaction and brand preference. We believe that Delta's brand transcends the industry, powered by our people's outstanding work and passion for serving our customers. Delta is the world's No. 11 Most Admired Company as ranked by FORTUNE and is ranked No. 13 in the U.S. on Glassdoor's Best Places to Work list."}
-{"_id": "DAL20230010", "title": "DAL People and Culture", "text": "Our industry-leading profit sharing program directly aligns our employees' interests with the company's long-term success and for 2023, we are rewarding them with $1.4 billion in profit sharing payments. The company also maintains a Shared Rewards program to incentivize operational performance, and our employees earned $53 million under this program in 2023."}
-{"_id": "DAL20230012", "title": "DAL Operational Reliability", "text": "We remain committed to industry-leading reliability and are consistently among the industry's best performers, delivering the best on-time arrival among our network carrier peers in 2023. In recognition of our commitment to operational performance and minimizing passenger disruption, we were honored for the third consecutive year with the Cirium Platinum Award for global operational excellence in January 2024, and named the most on-time airline in North America. The Wall Street Journal named us the top airline of 2023 among the nine major U.S. airlines in its annual airline scorecard for the third consecutive year, leading the industry in on-time arrivals and involuntary denied boardings."}
-{"_id": "DAL20230014", "title": "DAL Global Network", "text": "We and our alliance partners collectively serve over 130 countries and territories and over 700 destinations around the world. At the end of 2023, we offered more than 4,000 daily flights to more than 280 destinations on six continents."}
-{"_id": "DAL20230015", "title": "DAL Global Network", "text": "Our domestic network is centered around core hubs in Atlanta, Minneapolis-St. Paul, Detroit and Salt Lake City. Core hubs have strong local passenger share, a high penetration of customers loyal to Delta, a competitive cost position and strong margins. Core hub positions complement coastal hub positions in Boston, Los Angeles, New York-LaGuardia, New York-JFK and Seattle. Coastal hubs provide a strong presence in large revenue markets and enable growth in premium products and international service."}
-{"_id": "DAL20230016", "title": "DAL Global Network", "text": "In 2023, we focused on restoring our core hubs while solidifying positions in our coastal hubs. We expect to leverage our coastal gateways and strategic relationships with international airline partners to further grow our international service."}
-{"_id": "DAL20230019", "title": "DAL Business", "text": "Internationally, we operate significant hubs in, or have market presence in the key cities of, Amsterdam, Bogota, Lima, London-Heathrow, Mexico City, Paris-Charles de Gaulle, Santiago (Chile), Sao Paulo, Seoul-Incheon and Tokyo. Through innovative alliances with Aerome\u0301xico, LATAM Airlines Group S.A. (\"LATAM\"), Air France-KLM, China Eastern, Korean Air and Virgin Atlantic, we seek to bring more choice to customers worldwide. Our strategic relationships with these international airlines are an important part of our business as they improve our access to markets around the world and enable us to provide customers a more seamless global travel experience across our alliance network. The most significant of these arrangements are commercial joint ventures or cooperation agreements that include joint sales and marketing coordination, co-location of airport facilities and other commercial cooperation arrangements. In some cases, we have reinforced strategic alliances through equity investments where we have opportunity to create deep relationships and maximize commercial cooperation."}
-{"_id": "DAL20230020", "title": "DAL Business", "text": "Our global network is supported by a fleet of 1,273 aircraft as of December 31, 2023 that are varied in size and capabilities, giving us flexibility to adjust aircraft to the network. We are continuing to refresh our fleet by acquiring new and more fuel-efficient aircraft with increased premium seating and cargo capacity to replace retiring aircraft. Simultaneously, we continue on our multi-year journey of fleet simplification by replacing retiring aircraft with deliveries of next-generation aircraft. In 2023, we took delivery of 43 aircraft, including new A321neos, A220-300s and A330-900s. Our new aircraft delivered since 2019 are on average 28% more fuel efficient per seat mile than aircraft retired since 2019. In January 2024, we entered into a purchase agreement with Airbus for 20 A350-1000 aircraft, with an option to purchase an additional 20 widebody aircraft. Deliveries of these aircraft are scheduled to begin in 2026."}
-{"_id": "DAL20230025", "title": "DAL Customer Loyalty", "text": "With operational excellence, best-in-class service and commitment to our customers, we have continued to earn our customers' trust and preference by delivering the \"Delta Difference.\" We are elevating the customer experience by deploying our newest aircraft, accelerating generational airport investments in key markets, including new facilities that opened at New York-LaGuardia, Los Angeles and Salt Lake City, and investing in our digital transformation. We believe our continued investment in customer service and experience, operations, product, airports and technology has shaped customer perception of our brand leading to improvements in our domestic net promoter scores and increased customer loyalty compared to pre-pandemic levels. In 2023, various outlets recognized Delta as a trusted consumer brand, including: \u2022Named the number one airline by corporate travel customers in the annual Business Travel News Airline Survey for the 13th year in a row and the number one U.S. airline by Conde\u0301 Nast Traveler readers. \u2022Ranked No. 12 in TIME magazine's World's Best Companies of 2023 based on revenue growth, employee satisfaction and the company's sustainability profile. \u2022Earned the No. 1 spot on The Points Guy's list of best U.S. Airlines for the fifth year in a row, and USA Today readers selected Delta as the Best Airline of 2023."}
-{"_id": "DAL20230026", "title": "DAL Customer Loyalty", "text": "Our award-winning SkyMiles program, discussed in further detail below, is designed to attract lifetime members and to grow customer loyalty by offering our customers a wide variety of benefits when traveling with us and our partners, and personalizing our engagement with them. We aim to increase the value of our program for customers and to deepen customer engagement with Delta through a growing ecosystem of partnerships with premier brands, extending the value of our SkyMiles currency beyond flight and introducing new technology initiatives. We believe there is opportunity to continue this trend and expect the increased value we provide customers to deliver high-margin revenue and resilient cash flows."}
-{"_id": "DAL20230028", "title": "DAL Financial Foundation", "text": "In 2023, we made significant progress restoring our financial foundation with strong profitability and $2 billion of free cash flow for the year. Our financial results are discussed in more detail in \"Item 7. Management's Discussion and Analysis,\" which includes definitions and reconciliations of non-GAAP financial measures, including free cash flow, under the \"Supplemental Information\" section."}
-{"_id": "DAL20230029", "title": "DAL Financial Foundation", "text": "Restoring the strength of our balance sheet and reducing debt is a key financial priority. During 2023, we repaid approximately $4.1 billion in debt and finance lease obligations and the company remains committed to regaining investment grade metrics."}
-{"_id": "DAL20230036", "title": "DAL Business", "text": "Over the last decade we have fundamentally transformed our business by investing in our people, our product and our reliability to alter the commodity-like nature of air travel and improve our financial foundation. We have diversified our business by growing high-margin revenue streams that leverage our competitive advantages, including: \u2022Our continued focus on our premium products (including Delta One\u00ae, First Class, Delta Premium Select and Delta Comfort+\u00ae) and customer segmentation, which has reduced our reliance on the most price sensitive customer segment. \u2022Our partnership with American Express, which provides us a co-brand revenue stream tied to broader consumer spending. \u2022Our Maintenance, Repair and Overhaul (\"MRO\") operation, where we believe that we remain well-positioned for growth through contractual agreements with jet engine manufacturers, including three next generation engine platforms. \u2022Our other complementary portfolio businesses, such as our cargo business and our travel-adjacent services, which include trip insurance, car and hotel rentals."}
-{"_id": "DAL20230037", "title": "DAL Business", "text": "Our premium yield growth has significantly outpaced main cabin, with record paid load factors in premium cabin in 2023, as demand for premium products continues to grow. In 2023, we grew our mix of premium seats, including the continued expansion of Delta Premium Select. The sale of premium products is facilitated through various distribution channels, with 62% of tickets sold through direct channels in 2023. These include digital channels, such as the Fly Delta app, which surpassed one billion visits in 2023, delta.com and our reservations specialists. Indirect distribution channels include online travel agencies and traditional \"brick and mortar\" agencies. We make fare and product information widely available across those channels in an effort to ensure customers receive the best information and service options, further supporting the growth of premium products."}
-{"_id": "DAL20230039", "title": "DAL SkyMiles Program", "text": "Our SkyMiles program provides members with the ability to earn mileage credits (\"miles\") when traveling on Delta, Delta Connection and our partner airlines. Miles may also be earned by using certain services offered by program partners, such as credit card, retail, ridesharing, car rental and hotel companies. To facilitate transactions with participating companies, we sell miles to non-airline businesses and other airlines."}
-{"_id": "DAL20230040", "title": "DAL SkyMiles Program", "text": "Miles may be used toward award redemptions such as flights and upgrades on Delta, our regional carriers and other participating airlines as well as donations to specific charities and more. In 2023, 10% of revenue miles flown on Delta were from award travel, as program members redeemed miles in the loyalty program for approximately 30 million award tickets. Our most significant and valuable contract to sell miles relates to our co-brand credit card relationship with American Express. In 2023, remuneration from American Express totaled $6.8 billion, which we expect to increase by 10% in 2024 and grow to $10 billion over the long-term."}
-{"_id": "DAL20230042", "title": "DAL Innovative Investments in Technology", "text": "Our objective is to make technology a strategic differentiator. We continue to invest in technological improvements that enhance the customer experience, support our operations and empower our people. These investments include innovations to customer facing applications and improvements to infrastructure and technology architecture to unify and improve access to data sources. We believe this digital transformation enhances interactions with our customers and allows our people to deliver more personalized service, further enhancing the customer experience, strengthening our brand and driving revenue and efficiency."}
-{"_id": "DAL20230043", "title": "DAL Innovative Investments in Technology", "text": "Through the development of innovative new technologies, we can better serve customers and give our employees the best tools. For our customers, we are making investments in the digital platforms on the ground and in the air. We continue to evolve the Fly Delta app into a digital travel concierge for our customers to offer convenient services on the day of travel and deliver thoughtful notifications to make their travel journeys more seamless. On the ground, we are investing to create a smoother, less stressful and increasingly contactless travel experience. Onboard the aircraft, we continue to invest in in-flight entertainment and announced fast and free Wi-Fi for all customers through a free SkyMiles account on most domestic mainline flights, with plans for full availability on international and regional aircraft. We also introduced Delta Sync, which will enable the creation of more personalized experiences over the next several years and further elevate the consumer experience across the travel journey, including partnerships with leading brands. For our employees, we are investing in applications that allow our people to have more meaningful interactions with our customers."}
-{"_id": "DAL20230047", "title": "DAL Commercial Arrangements with Other Airlines", "text": "Joint Venture/Cooperation Agreements. We have implemented four separate joint venture or joint cooperation agreements with foreign carriers as described below. We have sought to reinforce a number of the agreements through equity investments in those carriers. See Note 4 of the Notes to the Consolidated Financial Statements for additional information about our equity investments."}
-{"_id": "DAL20230052", "title": "DAL Commercial Arrangements with Other Airlines", "text": "Each of our joint venture or cooperation arrangements provides for joint commercial cooperation with the relevant partner within the geographic scope of the arrangement, including the sharing of revenues and/or profits and losses generated by the parties on the joint venture routes, as well as joint marketing and sales, coordinated pricing and revenue management, network and schedule planning and other coordinated activities with respect to the parties' operations on joint venture routes. Our implemented commercial joint ventures/cooperation agreements consist of the following: \u2022A combined joint venture with Air France, KLM and Virgin Atlantic with respect to transatlantic traffic flows. In addition to the joint venture, we own a non-controlling 49% equity stake in Virgin Atlantic Limited, the parent company of Virgin Atlantic Airways and a 3% ownership stake in the parent company of Air France and KLM. \u2022A joint cooperation agreement with Aerome\u0301xico with respect to trans-border traffic flows between the U.S. and Mexico. In addition to the joint cooperation agreement, we currently own an approximately 20% equity stake in Grupo Aerome\u0301xico, S.A.B. de C.V., the parent company of Aerome\u0301xico. \u2022A joint venture agreement with LATAM with respect to traffic flows between North and South America, allowing our passengers to access more than 300 destinations between the United States/Canada and South America (Brazil, Chile, Colombia, Paraguay, Peru and Uruguay). We currently own an approximately 10% equity stake in LATAM. \u2022A joint venture with Korean Air with respect to traffic flows between the United States and certain countries in Asia. In addition to the joint venture, we own just under 15% of the outstanding common stock of Hanjin-KAL, the largest shareholder of Korean Air."}
-{"_id": "DAL20230053", "title": "DAL Commercial Arrangements with Other Airlines", "text": "Each of our joint venture or joint cooperation agreements described above has been approved and granted antitrust immunity from the U.S. Department of Transportation (\"DOT\"). The grant of antitrust immunity for our joint cooperation agreement with Aerome\u0301xico is subject to a pending renewal application with the DOT, which was tentatively dismissed pursuant to an Order to Show Cause issued by the DOT on January 26, 2024. The existing immunity remains in effect pending final adjudication of the renewal application, the timing and outcome of which cannot be predicted at this time."}
-{"_id": "DAL20230054", "title": "DAL Commercial Arrangements with Other Airlines", "text": "Enhanced Commercial Agreements with China Eastern. We own a 2% equity interest in China Eastern, with whom we have a strategic joint marketing and commercial cooperation arrangement covering traffic flows between China and the U.S., which includes reciprocal codesharing, loyalty program participation, airport lounge access and joint sales cooperation."}
-{"_id": "DAL20230055", "title": "DAL Commercial Arrangements with Other Airlines", "text": "SkyTeam. We are a member of the SkyTeam global airline alliance. The other members of SkyTeam are Aeroli\u0301neas Argentinas, Aerome\u0301xico, Air Europa (Spain), Air France, China Airlines, China Eastern, Czech Airlines, Garuda Indonesia, ITA Airways (Italy), Kenya Airways, KLM, Korean Air, Middle East Airlines, Saudia, TAROM (Romania), Vietnam Airlines, Virgin Atlantic and Xiamen Airlines (China). Through alliance arrangements with other SkyTeam carriers, we are able to link our route network with those of the other member airlines, providing opportunities to increase connecting traffic while offering enhanced customer service through reciprocal codesharing and loyalty program participation, airport lounge access and cargo operations."}
-{"_id": "DAL20230056", "title": "DAL Commercial Arrangements with Other Airlines", "text": "Other International Carriers. We also have marketing arrangements with other airlines to enhance our global network. These arrangements may include codesharing, reciprocal loyalty program benefits, shared or reciprocal access to passenger lounges, joint promotions, common use of airport gates and ticket counters, office co-location and other activities."}
-{"_id": "DAL20230060", "title": "DAL Regional Carriers", "text": "We have air service agreements with domestic regional air carriers that feed traffic to our network by serving passengers primarily in small and medium-sized cities in the domestic market. These arrangements enable us to better match capacity with demand in these markets."}
-{"_id": "DAL20230064", "title": "DAL Regional Carriers", "text": "Through our regional carrier program, Delta Connection\u00ae, we have contractual arrangements with regional carriers to operate aircraft using our \"DL\" designator code. We currently have contractual arrangements with: \u2022Endeavor Air, Inc., a wholly owned subsidiary of ours (\"Endeavor\"). \u2022Republic Airways, Inc. \u2022SkyWest Airlines, Inc. (\"SkyWest Airlines\")."}
-{"_id": "DAL20230065", "title": "DAL Regional Carriers", "text": "Our contractual agreements with regional carriers are primarily capacity purchase arrangements, under which we control the scheduling, pricing, reservations, ticketing and seat inventories for the regional carriers' flights operating under our \"DL\" designator code. We are entitled to all ticket, cargo, mail, in-flight and ancillary revenues associated with the flights under these capacity purchase arrangements. We pay those airlines an amount, as defined in the applicable agreement, which is based on a determination of their cost of operating those flights and other factors intended to approximate market rates for those services. These capacity purchase agreements are long-term agreements, usually with initial terms of at least ten years, which grant us the option to extend the initial term. Certain of these agreements provide us the right to terminate the entire agreement, or in some cases remove some of the aircraft from the scope of the agreement, for convenience at certain future dates."}
-{"_id": "DAL20230066", "title": "DAL Regional Carriers", "text": "SkyWest Airlines operates some flights for us under a revenue proration agreement. This proration agreement establishes a fixed dollar or percentage division of revenues for tickets sold to passengers traveling on connecting flight itineraries."}
-{"_id": "DAL20230068", "title": "DAL Cargo", "text": "Through our global network, our cargo operations are able to connect the world\u2019s major freight gateways. We generate cargo revenues in domestic and international markets through the use of cargo space on regularly scheduled passenger aircraft. We are a member of SkyTeam Cargo, an international airline cargo alliance with eight other airlines that offer a network spanning six continents, through which we provide global solutions to our customers by connecting our network with those partners."}
-{"_id": "DAL20230069", "title": "DAL Cargo", "text": "In 2023, cargo revenues decreased year over year, mostly resulting from lower yield due to decreased market demand and increased industry capacity."}
-{"_id": "DAL20230073", "title": "DAL Other Complementary Businesses", "text": "We have various other businesses arising from our airline operations, including the following: \u2022In addition to providing maintenance and engineering support for our fleet of 1,273 mainline and regional aircraft, our MRO operation, known as Delta TechOps, serves aviation and airline customers from around the world. With agreements to service multiple next-generation aircraft engines, Delta TechOps is positioned as a leading global service provider for state-of-the-art, more sustainable engines. \u2022Our vacation wholesale subsidiary, Delta Vacations, provides vacation packages to third-party consumers. Revenue allocated to Delta Vacations excludes flight revenue associated with vacation packages."}
-{"_id": "DAL20230074", "title": "DAL Other Complementary Businesses", "text": "In 2023, the aggregate revenue from our MRO operation and Delta Vacations was approximately $840 million."}
-{"_id": "DAL20230082", "title": "DAL Environmental Sustainability", "text": "In 2023, we outlined our roadmap to a more sustainable future of travel that details our strategy for achieving net-zero greenhouse gas emissions from our airline operations by 2050. As part of this roadmap, we announced short-, medium- and long-term milestones which will help us measure and report progress towards our ultimate net-zero goal. In 2023, we made progress toward achievement of our goals across three key areas: What We Fly \u2022Fleet renewal: We continue to make our existing fleet more efficient as older aircraft are retired. Additions to our fleet since 2019, including 43 new aircraft delivered in 2023, are on average 28% more fuel efficient per seat mile than aircraft retired since 2019. We also completed the retirement of the CRJ-200 fleet in 2023, our least fuel-efficient aircraft type, contributing to a fleet-wide fuel efficiency improvement of 5.5% compared to 2019. \u2022Pursuing future aviation technologies: Our sustainability strategy aims to introduce revolutionary aircraft into our fleet. In 2023, we joined a coalition alongside Boeing and NASA to support the Sustainable Flight Demonstrator program. We will serve as an adviser on a new aircraft design with a Transonic Truss-Braced Wing, which will be the first ever experimental aircraft focused on sustainability. We sold two retired MD-90 aircraft to Boeing which will become the test planes for the program. This innovative project supplements previously announced partnerships with Airbus on their hydrogen-powered aircraft research as well as our investment in Joby Aviation, which aims to pioneer home-to-airport transportation through electric, vertical takeoff and landing (eVTOL) technology. \u2022Fleet modification: Following the completed installation of split-scimitar winglets on the Boeing 737-900ER fleet, and outfitting all Boeing 737-800 and 737-900ER aircraft with lighter-weight, radial landing gear tires in 2022, we began installing split-scimitar winglets on the 737-800 fleet in 2023. When complete, this enhancement is expected to drive approximately three million gallons of fuel savings annually. Additionally, we completed modifications and certification test flights for a novel drag reduction system on the 737-800 fleet with Aero Design Labs, accelerating the certification of this innovation."}
-{"_id": "DAL20230086", "title": "DAL How We Fly", "text": " \u2022Aircraft operations: Teams across Delta have worked together to make an impact through enhanced landing procedures, optimizations to flight routing and speed, and weight reduction initiatives. These cross-divisional efforts coordinated through our Carbon Council have saved over 20 million gallons of jet fuel in 2022 and 2023. \u2022Waste reduction: Our Waste Council was established in 2023 and led the evaluation of test sites across our operation aiming to capture more recyclable materials by changing processes and leveraging catering kitchens. We also launched our paperless gates initiative in 2023, allowing gate agents to bypass the automatic printing of pre-departure and departure documents on all flights. The effort eliminates printer malfunctions, cuts paper and printer maintenance costs and saves an estimated 70 million pages per year \u2013 the equivalent to 4,000 trees. \u2022Ground operations: In 2023, we purchased more than 500 new electric ground support equipment (\"GSE\") for utilization across our network, inclusive of baggage tractors, belt loaders, and aircraft tow tractors. The equipment necessary to turn an aircraft (core GSE) at our hubs in Salt Lake City and Boston is nearly entirely powered with electricity."}
-{"_id": "DAL20230088", "title": "DAL The Fuel We Use", "text": " \u2022Continued investment in sustainable aviation fuel (\"SAF\"): With approximately 90% of our carbon emissions coming from jet fuel, finding lower emissions fuel alternatives is critical to making progress toward net zero. SAF, which can be channeled to airports through existing fuel infrastructure, is central to reducing the lifecycle emissions from aviation fuel and is safe to use in current aircraft engines. Our Global Sustainability and Fuel teams have been working over the past several years to catalyze investment and stimulate SAF production by signing offtake agreements with various SAF producers. Under these agreements, we have contracted to purchase SAF when it is available, subject to certain conditions. In 2023, we used over three million gallons of SAF onboard our aircraft, nearly doubling our 2022 SAF utilization."}
-{"_id": "DAL20230091", "title": "DAL Business", "text": " \u2022Building coalitions for the future: We continue to advocate for policy incentives to scale the SAF market. For example, we are a founding member of Americans for Clean Aviation Fuels (ACAF), a diverse coalition of the largest industrial sectors in America from farmers to fuel producers and aviation to agribusiness. This coalition is focused on promoting the economic benefits of building a robust market for SAF and clean aviation fuels. We are also a founding member of the Minnesota SAF Hub, a first-of-its-kind partnership among corporations seeking to collaborate on scaling SAF production."}
-{"_id": "DAL20230092", "title": "DAL Business", "text": "The global aviation industry is viewed as a \"hard-to-abate\" sector, meaning it is innately difficult to decarbonize. Achieving our long-term goals will require substantial expansion of the SAF market, the adoption of new technologies, engagement from both internal and external stakeholders, as well as partnerships across industries to increase production of alternative fuels and help drive down costs."}
-{"_id": "DAL20230095", "title": "DAL Human Capital and Commitment to Diversity, Equity and Inclusion", "text": "We believe that the Delta people and culture are our strongest competitive advantage, and the high-quality service that our employees provide sets us apart from other airlines. As of December 31, 2023, we had approximately 103,000 full-time employee equivalents, of which approximately 100,000 were based in the U.S."}
-{"_id": "DAL20230101", "title": "DAL Human Capital and Commitment to Diversity, Equity and Inclusion", "text": "Our principal human capital management objectives are to attract, retain and develop people who understand and are committed to delivering the \"Delta Difference\" that is core to our brand. To support these objectives, we have put in place programs that seek to: \u2022Reward our people through highly competitive total compensation designed to share Delta\u2019s success with our employees who make it possible and promote teamwork and collaboration across the business. \u2022Achieve high performance by fostering our people\u2019s holistic wellbeing including physical, emotional, social and financial wellbeing. \u2022Drive employees\u2019 professional and community engagement. \u2022Prepare our employees for key roles and future leadership positions through a variety of training and development programs. \u2022Enhance our culture through efforts aimed at making our workplace more engaging, equitable and inclusive."}
-{"_id": "DAL20230102", "title": "DAL Human Capital and Commitment to Diversity, Equity and Inclusion", "text": "The health and safety of our employees is foundational to achieving these objectives. Delta's Safety Management System is central to promoting a positive safety culture, proactively managing safety risk, and making investments to ensure a safe experience for our employees and customers."}
-{"_id": "DAL20230103", "title": "DAL Human Capital and Commitment to Diversity, Equity and Inclusion", "text": "Our commitment to diversity, equity and inclusion is critical to effective human capital management at Delta. As a global airline, we are in the business of bringing people together, and we believe our business should reflect the diversity of our customer base. To achieve this goal, we seek diverse talent internally and externally in an effort to achieve broader representation throughout our organization. We also promote inclusion through education, training and development opportunities as well as by leveraging insights from our ten employee resource groups, which we refer to as business resource groups, totaling membership of more than 30,000 as of December 31, 2023."}
-{"_id": "DAL20230104", "title": "DAL Human Capital and Commitment to Diversity, Equity and Inclusion", "text": "We continued to invest in our leadership\u2019s equity learning and understanding in 2023, with nearly 80% of officers participating in our voluntary two-day racial equity workshop by the end of 2023. In 2023, we also introduced a new diversity, equity and inclusion education program, building on foundational learnings through a multitude of different training offerings."}
-{"_id": "DAL20230105", "title": "DAL Human Capital and Commitment to Diversity, Equity and Inclusion", "text": "In addition, we are reviewing and revising systems, practices and policies in support of our commitment to diversity, equity and inclusion and with a focus on achieving equitable outcomes. Two key areas on which we are focused are (1) reinforcement of our diverse talent pipeline by, among other things, requiring hiring candidate slates and interview panels to reflect diversity, and taking a proactive approach to build internal and external career pathways to certain roles by removing college degree requirements and introducing a skills-first talent approach, and (2) closing diversity gaps in senior leadership positions by increasing the representation of women, Black and Latin/Hispanic groups in those roles."}
-{"_id": "DAL20230108", "title": "DAL Business", "text": "We also believe that listening, engaging and connecting with employees furthers our human capital management objectives. We have historically done so primarily through our open-door policy, digital communication across all levels of the company, in-person events with senior management and company-wide and division-specific surveys to evaluate employee satisfaction. Members of senior management participate in regular company-wide town hall discussions with our employees and our senior executive leadership team regularly shares memos with all employees regarding our ongoing commitment to our people and our culture. We have also continued to conduct periodic employee surveys to seek feedback on engagement levels in general, our wellbeing programs, diversity, equity and inclusion efforts and our culture of safety."}
-{"_id": "DAL20230116", "title": "DAL Collective Bargaining", "text": "As of December 31, 2023, approximately 20% of our full-time equivalent employees were represented by unions. ####Domestic airline employees represented by collective bargaining agreements by group#### Employee Group##Approximate Number of Employees Represented####Union##Date on which Collective Bargaining Agreement Becomes Amendable Delta Pilots(1)##16,960####ALPA##December 31, 2026 Delta Flight Superintendents (Dispatchers)##490####PAFCA##November 1, 2024 Endeavor Pilots##1,530####ALPA##January 1, 2029 Endeavor Flight Attendants##1,600####AFA##March 31, 2027"}
-{"_id": "DAL20230117", "title": "DAL Collective Bargaining", "text": "(1) Delta\u2019s pilots ratified a new four-year Pilot Working Agreement in March 2023, effective January 1, 2023."}
-{"_id": "DAL20230118", "title": "DAL Collective Bargaining", "text": "In addition to the domestic airline employee groups discussed above, approximately 200 refinery employees of our wholly owned subsidiary, Monroe Energy, LLC (\"Monroe\") are represented by the United Steel Workers under an agreement that expires on February 28, 2026. This agreement is governed by the National Labor Relations Act (\"NLRA\"), which generally allows either party to engage in self-help upon the expiration of the agreement. Certain of our employees outside the U.S. are represented by unions, work councils or other local representative groups."}
-{"_id": "DAL20230119", "title": "DAL Collective Bargaining", "text": "Labor unions periodically engage in organizing efforts to represent various groups of our employees, including at our operating subsidiaries, that are not represented for collective bargaining purposes."}
-{"_id": "DAL20230121", "title": "DAL Fuel", "text": "Our results of operations are significantly impacted by changes in the price and availability of aircraft fuel. We purchase most of our aircraft fuel under contracts that establish the price based on various market indices and therefore do not provide material protection against price increases or assure the availability of our fuel supplies. We also purchase aircraft fuel on the spot market, from offshore sources and under contracts that permit the refiners to set the price. We are currently able to obtain adequate supplies of aircraft fuel, including fuel produced by Monroe or procured through the exchange of gasoline, diesel and other refined petroleum products (\"non-jet fuel products\") the refinery produces, and crude oil for Monroe's operations."}
-{"_id": "DAL20230127", "title": "DAL Fuel", "text": "The following table shows our aircraft fuel consumption and costs: Fuel consumption and expense by year############## Year##Gallons Consumed(1)  (in millions)####Cost(1)(2) (in millions)####Average Price Per Gallon(1)(2)##Percentage of Total Operating Expense(1)(2)## 2023##3,926##$##11,069##$##2.82##21##% 2022##3,412##$##11,482##$##3.36##24##% 2021##2,778##$##5,633##$##2.02##20##%"}
-{"_id": "DAL20230128", "title": "DAL Fuel", "text": "(1)Includes the operations of our regional carriers operating under capacity purchase agreements."}
-{"_id": "DAL20230129", "title": "DAL Fuel", "text": "(2)Includes the impact of fuel hedge activity and refinery segment results."}
-{"_id": "DAL20230133", "title": "DAL Monroe Energy", "text": "Our Monroe subsidiaries operate the Trainer refinery and related logistics assets located near Philadelphia, Pennsylvania. The facilities include pipelines and terminal assets that allow the refinery to supply jet fuel to our airline operations throughout the Northeastern U.S., including our New York hubs at LaGuardia and JFK. These companies are distinct from us, operating under their own management teams and with their own boards. We own Monroe as part of our strategy to mitigate the cost of the refining margin reflected in the price of jet fuel, as well as to maintain sufficiency of supply to our New York operations."}
-{"_id": "DAL20230134", "title": "DAL Monroe Energy", "text": "Refinery Operations. The facility is capable of refining approximately 200,000 barrels of crude oil per day and sources domestic and foreign crude oil supply from a variety of providers. During 2023, Monroe successfully performed a planned plant-wide maintenance turnaround (\"turnaround\"), which addressed all required inspections, allowed Monroe to clean and repair all of the equipment, as well as enable the installation of a new Fluidized Catalyst Cracking Unit Reactor."}
-{"_id": "DAL20230135", "title": "DAL Monroe Energy", "text": "Strategic Agreements. Monroe has agreements in place to exchange the non-jet fuel products the refinery produces with third parties for jet fuel consumed in our airline operations."}
-{"_id": "DAL20230136", "title": "DAL Monroe Energy", "text": "Environmental Sustainability. Delta is evaluating operational pathways for integrating Monroe into Delta's net zero future. Monroe\u2019s sustainability ambitions include being one of the most energy efficient refineries in the country with the lowest energy intensity and greenhouse gas (\"GHG\") emissions on an absolute and per barrel basis. For example, Monroe is implementing a plan to replace steam driven turbines that currently power pumps at the facility with more efficient and reliable electric motors, which will reduce the amount of steam required from the facility\u2019s natural gas-fired boilers. Monroe is also recovering and utilizing methane, a potent GHG, instead of flaring it into the atmosphere. Finally, in support of Delta\u2019s 10% SAF goal, Monroe is evaluating the possibility of producing SAF and other renewable fuels at the Trainer refinery, although additional analyses must be conducted to determine economic and operational viability of various SAF production pathways. Monroe continues to evaluate the production of renewables, and in 2023 successfully produced a test quantity of renewable diesel at the facility."}
-{"_id": "DAL20230138", "title": "DAL Fuel Hedging Program", "text": "Our derivative contracts to hedge the financial risk from changing fuel prices are related to Monroe\u2019s inventory. We may utilize different contract and commodity types in this program and frequently test their economic effectiveness against our financial targets. We closely monitor the hedge portfolio and rebalance the portfolio based on market conditions, which may result in locking in gains or losses on hedge contracts prior to their settlement dates."}
-{"_id": "DAL20230140", "title": "DAL Competition", "text": "The airline industry is highly competitive, marked by significant competition with respect to routes, fares, schedules (both timing and frequency), operational reliability, services, products, customer service and loyalty programs. The industry has evolved through mergers, new entries, both domestically and internationally, and changes in international alliances. Consolidation in the airline industry, the presence of subsidized government-sponsored international carriers, changes in international alliances and the creation of immunized joint ventures have altered, and will continue to alter, the competitive landscape in the industry, resulting in the formation of airlines and alliances with significant financial resources, extensive global networks and competitive cost structures."}
-{"_id": "DAL20230142", "title": "DAL Domestic", "text": "Our domestic operations are subject to significant competition from traditional network carriers, including American Airlines and United Airlines, national point-to-point carriers, including Alaska Airlines, JetBlue Airways and Southwest Airlines, and other discount or ultra-low-cost carriers, including Allegiant Air, Avelo Airlines, Breeze Airways, Frontier Airlines and Spirit Airlines. Some of these carriers have business models primarily focused on maintaining low costs, with the intention of providing service at lower fares to destinations served by Delta. In particular, we face significant competition at our domestic hubs and key airports either directly at those airports or at the hubs of other airlines that are located in close proximity. We also face competition in small- to medium-sized markets from regional jet operations of other carriers."}
-{"_id": "DAL20230146", "title": "DAL International", "text": "Our international operations are subject to competition from both foreign and domestic carriers, including from point-to-point carriers on certain international routes. Through alliance and other marketing and codesharing agreements with foreign carriers, U.S. carriers have increased their ability to sell international transportation, such as services to and beyond traditional European, Asian and Latin American gateway cities. Similarly, foreign carriers have obtained increased access to interior U.S. passenger traffic beyond traditional U.S. gateway cities through these relationships."}
-{"_id": "DAL20230147", "title": "DAL International", "text": "In particular, several joint ventures among U.S. and foreign carriers, including several of our joint ventures as well as those of our competitors, have received grants of antitrust immunity allowing the participating carriers to coordinate networks, schedules, pricing, sales and inventory. In addition, alliances formed by domestic and foreign carriers, including SkyTeam, the Star Alliance (among United Airlines, Lufthansa German Airlines, Air Canada and others) and the oneworld alliance (among American Airlines, British Airways, Qantas and others) have enhanced competition in international markets."}
-{"_id": "DAL20230149", "title": "DAL Regulatory Matters", "text": "The DOT and the Federal Aviation Administration (the \"FAA\") exercise regulatory authority over air transportation in the U.S. The DOT has authority to issue certificates of public convenience and necessity required for airlines to provide air transportation. An air carrier that the DOT finds fit, willing and able to perform the proposed service is given authority to operate domestic and international air transportation (including the carriage of passengers and cargo), as applicable. Since the passage of the Airline Industry Deregulation Act in 1978, airlines have generally been free to launch or terminate service to U.S airports without restriction, except with respect to certain slot-controlled and schedule-facilitated airports, as well as certain constraints related to service to small communities governed by the \"Essential Air Services\" program."}
-{"_id": "DAL20230150", "title": "DAL Regulatory Matters", "text": "The DOT has jurisdiction over certain economic and consumer protection matters, such as unfair or deceptive practices and methods of competition, advertising, denied boarding compensation, baggage liability and disabled passenger transportation. The DOT also has authority to review certain joint venture agreements between domestic and international carriers. The DOT engages in regulation of economic matters such as transactions involving allocation of \"slots\" or similar regulatory mechanisms which limit the rights of carriers to conduct operations at airports where such mechanisms are in place. The FAA has primary responsibility for matters relating to the safety of air carrier flight operations, including airline operating certificates, control of navigable air space, flight personnel, aircraft certification and maintenance and other matters affecting air safety."}
-{"_id": "DAL20230151", "title": "DAL Regulatory Matters", "text": "Authority to operate international routes and international codesharing arrangements is regulated by the DOT and by the governments of the foreign countries involved. International certificate authorities are also subject to the approval of the U.S. President for conformance with national defense and foreign policy objectives."}
-{"_id": "DAL20230152", "title": "DAL Regulatory Matters", "text": "The Transportation Security Administration (\"TSA\") and the U.S. Customs and Border Protection, each a division of the Department of Homeland Security, are responsible for certain civil aviation security matters, including passenger and baggage screening at U.S. airports and international passenger prescreening prior to entry into or departure from the U.S."}
-{"_id": "DAL20230153", "title": "DAL Regulatory Matters", "text": "Airlines are also subject to various other federal, state, local and foreign laws and regulations. For example, the U.S. Department of Justice has jurisdiction over some airline competition matters. The U.S. Postal Service has authority over certain aspects of the transportation of mail. Labor relations in the airline industry, as discussed below, are generally governed by the Railway Labor Act with oversight by the National Mediation Board (\"NMB\"). Environmental matters are regulated by various federal, state, local and foreign governmental entities. Privacy of passenger and employee data is regulated by domestic and foreign laws and regulations."}
-{"_id": "DAL20230155", "title": "DAL Fares and Rates", "text": "Airlines set ticket prices in all domestic and most international city-pairs with minimal governmental regulation, and the industry is characterized by significant price competition. Certain international fares and rates are subject to the jurisdiction of the DOT and the governments of the foreign countries involved. Many of our tickets are sold by travel agents, and fares are subject to commissions, overrides and discounts paid to travel agents, brokers and wholesalers."}
-{"_id": "DAL20230159", "title": "DAL Route Authority", "text": "Our flight operations are authorized by certificates of public convenience and necessity and also by exemptions and limited-entry frequency awards issued by the DOT. The requisite approvals of other governments for international operations are controlled by bilateral agreements (and a multilateral agreement in the case of the U.S. and the European Union (\"EU\")) with, or permits or approvals issued by, foreign countries. Because international air transportation is governed by bilateral or other agreements between the U.S. and the foreign country or countries involved, changes in U.S. or foreign government aviation policies could result in the alteration or termination of such agreements, diminish the value of our international route authorities or otherwise affect our international operations. Bilateral agreements between the U.S. and various foreign countries that we serve are subject to renegotiation from time to time. The U.S. government has negotiated \"Open Skies\" agreements with many countries, which allow unrestricted access between the U.S. and these foreign markets."}
-{"_id": "DAL20230160", "title": "DAL Route Authority", "text": "Certain of our international route authorities are subject to periodic renewal requirements. We request extension of these authorities when and as appropriate. While the DOT usually renews temporary authorities on routes where the authorized carrier is providing a reasonable level of service, there is no assurance this practice will continue in general or with respect to a specific renewal. Dormant route authorities may not be renewed in some cases, especially where another U.S. carrier indicates a willingness to provide service."}
-{"_id": "DAL20230162", "title": "DAL Airport Access", "text": "Operations at three major domestic airports and certain foreign airports that we serve are regulated by governmental entities through allocations of \"slots\" or similar regulatory mechanisms. Each slot represents the authorization to land at or take off from the particular airport during a specified time period."}
-{"_id": "DAL20230163", "title": "DAL Airport Access", "text": "In the U.S., the FAA currently regulates the allocation of slots, slot exemptions, operating authorizations or similar capacity allocation mechanisms at Reagan National in Washington, D.C. and LaGuardia and JFK in the New York City area. Our operations at these airports generally require the allocation of slots or analogous regulatory authorizations. Similarly, our operations at London's Heathrow airport, Tokyo's Haneda airport and other international airports are regulated by local slot coordinators pursuant to the International Air Transport Association's Worldwide Scheduling Guidelines and applicable local law. We currently have sufficient slots or analogous authorizations to operate our existing flights, and we have generally been able to obtain the rights to expand our operations and to change our schedules. There is no assurance, however, that we will be able to do so in the future because, among other reasons, such allocations are subject to changes in governmental policies."}
-{"_id": "DAL20230165", "title": "DAL Airline Labor Regulation", "text": "In the U.S., airlines and labor unions are governed by the Railway Labor Act. Under the Railway Labor Act, a labor union seeking to represent an unrepresented craft or class of employees is required to file with the NMB an application alleging a representation dispute, along with authorization cards signed by at least 50% of the employees in that craft or class. The NMB then investigates the dispute and, if it finds the labor union has obtained a sufficient number of authorization cards, conducts an election to determine whether to certify the labor union as the collective bargaining representative of that craft or class. A labor union will be certified as the representative of the employees in a craft or class if more than 50% of votes cast are for representation. A certified labor union would then commence negotiations toward a collective bargaining agreement with the employer."}
-{"_id": "DAL20230166", "title": "DAL Airline Labor Regulation", "text": "Under the Railway Labor Act, a collective bargaining agreement between an airline and a labor union does not expire, but instead becomes amendable as of a stated date. Either party may request that the NMB appoint a federal mediator to participate in the negotiations for a new or amended agreement. If no agreement is reached in mediation, the NMB may determine, at any time, that an impasse exists and offer binding arbitration. If either party rejects binding arbitration, a 30-day \"cooling off\" period begins. At the end of this 30-day period, the parties may engage in \"self-help,\" unless the U.S. President appoints a Presidential Emergency Board (\"PEB\") to investigate and report on the dispute. The appointment of a PEB maintains the \"status quo\" for an additional 60 days. If the parties do not reach agreement during this period, the parties may then engage in self-help. Self-help includes, among other things, a strike by the union or the imposition of proposed changes to the collective bargaining agreement by the airline. The U.S. Congress and the President have the authority to prevent self-help by enacting legislation that, among other things, imposes a settlement on the parties."}
-{"_id": "DAL20230170", "title": "DAL Environmental Regulation", "text": "Environmental Compliance Obligations. Our operations are subject to numerous international, federal, state and local laws and regulations governing protection of the environment, including regulation of greenhouse gases and other air emissions, noise reduction, water discharges, aircraft drinking water, storage and use of petroleum products and other regulated substances, and the management and disposal of hazardous waste, substances and materials."}
-{"_id": "DAL20230171", "title": "DAL Environmental Regulation", "text": "We are also subject to certain environmental laws and contractual obligations governing the management and release of regulated substances, which may require the investigation and remediation of affected sites. Soil and/or ground water impacts have been identified at certain of our current or former leaseholds at several domestic airports. To address these impacts, we have a program in place to investigate and, if appropriate, remediate these sites. Although the ultimate outcome of these matters cannot be predicted with certainty, we believe that the resolution of these matters will not have a material adverse effect on our Consolidated Financial Statements."}
-{"_id": "DAL20230172", "title": "DAL Environmental Regulation", "text": "In 2022, the U.S. Environmental Protection Agency (the \"EPA\") proposed regulations to define certain per- and polyfluoroalkyl substances (\"PFAS\") as \"hazardous substances\" under the Comprehensive Environmental Response, Compensation, and Liability Act (\"CERCLA\"), and the EPA has proposed to regulate certain PFAS as \"hazardous constituents\" under the Resource Conservation and Recovery Act (\"RCRA\"). The EPA is also proposing to regulate PFAS under the Safe Drinking Water Act. PFAS are used in a wide variety of consumer and industrial products, including the firefighting foams used to extinguish fuel-based fires at airports and refineries. Numerous states have adopted regulations governing PFAS as well, and some have adopted legislation prohibiting the manufacture, sale, distribution and/or use of firefighting foam containing intentionally added PFAS. The EPA\u2019s proposed rule under CERCLA, once finalized, could subject airports, airlines, and refineries, among others, to potential liability for cleanup of historical PFAS contamination associated with use of PFAS-containing firefighting foam, and some state laws require transition to alternative fire suppression systems. To address these possibilities, Delta is developing plans to transition its aircraft maintenance hangars to systems that do not contain intentionally added PFAS. The ultimate impact and associated cost to Delta of these legislative and regulatory developments cannot be predicted at this time."}
-{"_id": "DAL20230173", "title": "DAL Environmental Regulation", "text": "GHG Emissions. Aviation industry GHG emissions, particularly carbon emissions, and their impact on climate change have become a focus in the international community and within the U.S. In 2016, the International Civil Aviation Organization (\"ICAO\") formally adopted a global, market-based emissions offset program known as the Carbon Offsetting and Reduction Scheme for International Aviation (\"CORSIA\"). This program establishes a goal for the aviation industry to achieve carbon-neutral growth in international aviation beginning in 2021. Any growth above the baseline would need to be addressed using either eligible carbon offsets or a lower carbon fuel. ICAO set the baseline for establishing airlines\u2019 obligations under CORSIA for 2021 to 2023 based on 2019 travel, and in 2022 set a new, more stringent CORSIA baseline of 85% of 2019, which will apply from 2024 through 2035."}
-{"_id": "DAL20230174", "title": "DAL Environmental Regulation", "text": "The pilot phase of the CORSIA program ran from 2021 through 2023, and is being followed by a first phase of the program beginning in 2024 and a second phase beginning in 2027. Countries can voluntarily participate in the pilot and first phase, and the United States agreed to participate in these voluntary phases. Participation in the second phase is mandatory for certain countries, including the United States. The U.S. government has not yet enacted legislation to mandate that U.S. operators participate in CORSIA. Nonetheless, we have voluntarily submitted verified emissions reports on our annual international emissions. While airlines had no offsetting obligations during the pilot phase of CORSIA as a result of the impact of the COVID-19 pandemic on international travel, we expect that international airline emissions will likely exceed the new baseline during the next phase (2024 \u2013 2026). Because certain CORSIA program details remain to be developed and could potentially be affected by political developments in participating countries or the results of the initial phases of the program, the impact of CORSIA cannot be predicted at this time. However, CORSIA is expected to increase operating costs for airlines that operate internationally."}
-{"_id": "DAL20230175", "title": "DAL Environmental Regulation", "text": "Additionally, the EU requires its member states to implement regulations to include aviation in its Emissions Trading Scheme (\"ETS\"). Under these regulations, any airline with flights originating or landing in the European Economic Area (\"EEA\") is subject to the ETS and, beginning in 2012, was required to purchase emissions allowances if the airline exceeds the number of free allowances allocated to it under the ETS. The scope of the ETS was narrowed so that it currently applies only to flights within the EEA through 2023 to align with the pilot phase of CORSIA. In 2023, the EU adopted new legislation extending this narrow scope of the EU ETS until 2027 but requires a review of CORSIA\u2019s effectiveness in 2026, which could potentially lead to expansion of the EU ETS to include all flights departing the EU and EEA. As a result of the United Kingdom\u2019s (\"UK\") withdrawal from the EU, UK flights are no longer part of the EU ETS and are instead regulated under a separate UK ETS scheme. UK ETS is applicable to UK domestic flights and flights from the UK to EEA countries."}
-{"_id": "DAL20230178", "title": "DAL Business", "text": "In 2017, ICAO also adopted aircraft certification standards to reduce carbon dioxide (\"CO2\") emissions from new aircraft. The new aircraft certification standards applied to new fleet types in 2020 and will apply to in-production aircraft no later than 2028. These standards will not apply to existing in-service aircraft. In 2021, the EPA finalized GHG emission standards for new aircraft engines designed to implement the ICAO standards on the same timeframe contemplated by ICAO, and these standards have been upheld in response to legal challenges. Like the ICAO standards, the final EPA standards would not apply to engines on in-service aircraft."}
-{"_id": "DAL20230179", "title": "DAL Business", "text": "The airline industry may face additional regulation of aircraft emissions in the U.S. and abroad and become subject to further taxes, charges or additional requirements to obtain permits or purchase allowances or emission credits for GHG emissions in various jurisdictions. For example, in 2023, the EU adopted legislation that will impose a SAF mandate on fuel supplied at EU airports. The mandate requires that, of the jet fuel supplied in the EU, 2% must be SAF beginning in 2025, and the percentage increases incrementally over time to 70% in 2050. This mandate is expected to increase the cost of SAF in the EU. Additional regulation could result in taxation, regulatory or permitting requirements from multiple jurisdictions for the same operations and significant costs for us and the airline industry. In addition to direct costs, such regulation could result in increased fuel costs passed through from fuel suppliers affected by any such regulations. Certain airports have also adopted, and others could in the future adopt, GHG emission or climate-related goals and requirements that could impact our operations or require us to make changes or investments in our infrastructure. We are monitoring and evaluating the potential impact of such developments."}
-{"_id": "DAL20230180", "title": "DAL Business", "text": "Noise. The Airport Noise and Capacity Act of 1990 recognizes the rights of operators of airports with noise problems to implement local noise abatement programs so long as such programs do not interfere unreasonably with interstate or foreign commerce or the national air transportation system. This statute generally provides that local noise restrictions on Stage 3 aircraft first effective after October 1, 1990 require FAA approval. While we have had sufficient scheduling flexibility to accommodate local noise restrictions in the past, our operations could be adversely impacted if locally imposed regulations become more restrictive or widespread. In addition, foreign governments may enact or allow airports to enact similar restrictions, which could adversely impact our international operations or require significant expenditures in order for our aircraft to comply with the restrictions. For example, in 2022, to reduce noise, the Netherlands announced a multi-phase plan to reduce the maximum number of flights authorized annually at Amsterdam\u2019s Schiphol Airport. In 2023, airlines and airline associations, including Delta and KLM, challenged the initial phase of the plan. The legal challenge resulted in a ruling against the industry, but an appeal is currently pending before the Supreme Court of the Netherlands. The U.S., the European Commission and other governments also raised legal concerns about the plan with the Dutch government. In November 2023, the Netherlands suspended the initial phase of the plan; however, the government continues to support a second-phase plan to reduce flights at Schiphol. The outcome cannot be determined at this time."}
-{"_id": "DAL20230181", "title": "DAL Business", "text": "Refinery Matters. Monroe's operation of the Trainer refinery is subject to numerous environmental laws and extensive regulations, including those relating to the discharge of materials into the environment, waste management, pollution prevention measures and greenhouse gas and other air emissions."}
-{"_id": "DAL20230182", "title": "DAL Business", "text": "Under the Energy Policy Act of 2005, as expanded by the Energy Independence and Security Act of 2007, the Renewable Fuel Standard (\"RFS\") was created, setting up specific targets of renewable fuel to be used in the U.S. economy by mandating the blending of renewable fuels into gasoline and on-road diesel (\"Transportation Fuels\"). Renewable Identification Numbers (\"RINs\") are assigned to renewable fuels produced by or imported into the U.S. that are blended into Transportation Fuels to demonstrate compliance with this obligation. A refinery may meet its obligation under RFS by blending the necessary volumes of renewable fuels with Transportation Fuels, by purchasing RINs in the open market or through a combination of blending and purchasing RINs. Because Monroe is able to blend only a small amount of renewable fuels, it must purchase the majority of its RINs requirement in the secondary market. Market prices for RINs have been volatile and marked by periods of sharp increases and decreases primarily in response to speculation about what the EPA and/or the U.S. Congress will do with respect to compliance obligations. In June 2023, the EPA finalized RFS volume requirements for 2023, 2024 and 2025. These volume requirements are below projected production of Transportation Fuels, which has resulted in a decrease in the price of RINs."}
-{"_id": "DAL20230184", "title": "DAL Civil Reserve Air Fleet Program", "text": "We participate in the Civil Reserve Air Fleet program (the \"CRAF Program\"), which permits the U.S. military to use the aircraft and crew resources of participating U.S. airlines during airlift emergencies, national emergencies or times of war. We have agreed to make available under the CRAF Program a portion of our international aircraft during the contract period that ends on September 30, 2024. The CRAF Program has only been activated three times since it was created in 1951, most recently in 2021 to support the military\u2019s effort to evacuate people from Afghanistan following the withdrawal of U.S. troops from the country."}
-{"_id": "DAL20230188", "title": "DAL Information About Our Executive Officers", "text": "Edward H. Bastian, Age 66: Chief Executive Officer of Delta since May 2016; President of Delta (September 2007 - May 2016); President of Delta and Chief Executive Officer Northwest Airlines, Inc. (October 2008 - December 2009); President and Chief Financial Officer of Delta (September 2007 - October 2008); Executive Vice President and Chief Financial Officer of Delta (July 2005 - September 2007); Chief Financial Officer of Acuity Brands (June 2005 - July 2005); Senior Vice President - Finance and Controller of Delta (2000 - April 2005); Vice President and Controller of Delta (1998 - 2000)."}
-{"_id": "DAL20230189", "title": "DAL Information About Our Executive Officers", "text": "Glen W. Hauenstein, Age 63: President of Delta since May 2016; Executive Vice President - Chief Revenue Officer of Delta (August 2013 - May 2016); Executive Vice President - Network Planning and Revenue Management of Delta (April 2006 - July 2013); Executive Vice President and Chief of Network and Revenue Management of Delta (August 2005 - April 2006); Vice General Director - Chief Commercial Officer and Chief Operating Officer of Alitalia (2003 - 2005); Senior Vice President- Network of Continental Airlines (2003); Senior Vice President - Scheduling of Continental Airlines (2001 - 2003); Vice President Scheduling of Continental Airlines (1998 - 2001)."}
-{"_id": "DAL20230190", "title": "DAL Information About Our Executive Officers", "text": "Allison C. Ausband, Age 61: Executive Vice President - Chief Customer Experience Officer of Delta since June 2021; Senior Vice President - In-Flight Service of Delta (September 2014 - May 2021); Vice President - Reservation Sales and Customer Care of Delta (January 2010 - September 2014)."}
-{"_id": "DAL20230191", "title": "DAL Information About Our Executive Officers", "text": "Alain Bellemare, Age 62: President - International of Delta since January 2021; Chief Executive Officer of Bombardier (February 2015 - March 2020); President and Chief Executive Officer of United Technologies Corporation Propulsion & Aerospace Systems (June 2011 - February 2015)."}
-{"_id": "DAL20230192", "title": "DAL Information About Our Executive Officers", "text": "Peter W. Carter, Age 60: Executive Vice President - External Affairs of Delta since October 2022; Executive Vice President - Chief Legal Officer of Delta (July 2015 - October 2022); Partner of Dorsey & Whitney LLP (1999 - 2015), including co-chair of Securities Litigation and Enforcement practice group, chair of Policy Committee and chair of trial department."}
-{"_id": "DAL20230193", "title": "DAL Information About Our Executive Officers", "text": "Daniel C. Janki, Age 55: Executive Vice President - Chief Financial Officer of Delta since July 2021; Senior Vice President of General Electric Company (GE) and Chief Executive Officer of GE Power Portfolio (October 2020 - June 2021); Senior Vice President, Business and Portfolio Transformation of GE (2018 - 2020); Senior Vice President, Treasurer and Global Business Operations of GE (2014 - 2017); Senior Vice President, CEO of GE Energy Management (2012 - 2013)."}
-{"_id": "DAL20230194", "title": "DAL Information About Our Executive Officers", "text": "John E. Laughter, Age 53: President - Delta TechOps and Chief of Operations since October 2023; Executive Vice President - Chief of Operations of Delta (June 2021 - October 2023); Senior Vice President and Chief of Operations of Delta (October 2020 - June 2021); Senior Vice President - Flight Operations of Delta (March 2020 - October 2020); Senior Vice President - Corporate Safety, Security and Compliance of Delta (August 2013 - March 2020); Senior Vice President - Maintenance Operations of Delta (March 2008 - July 2013); Vice President - Maintenance of Delta (December 2005 - March 2008)."}
-{"_id": "DAL20230195", "title": "DAL Information About Our Executive Officers", "text": "Rahul Samant, Age 57: Executive Vice President - Chief Information Officer of Delta since January 2018; Senior Vice President and Chief Information Officer of Delta (February 2016 - December 2017); Senior Vice President and Chief Digital Officer of American International Group, Inc. (January 2015 - February 2016); Senior Vice President and Global Head, Application Development and Management of American International Group, Inc. (September 2012 - December 2014); Managing Director of Bank of America (1999 - September 2012)."}
-{"_id": "DAL20230196", "title": "DAL Information About Our Executive Officers", "text": "Steven M. Sear, Age 58: Executive Vice President - Global Sales of Delta since February 2016; Senior Vice President - Global Sales of Delta (December 2011 - February 2016); Vice President - Global Sales of Delta (October 2008 - December 2011); Vice President - Sales & Customer Care of Northwest Airlines, Inc. (June 2005 - October 2008)."}
-{"_id": "DAL20230197", "title": "DAL Information About Our Executive Officers", "text": "Joanne D. Smith, Age 65: Executive Vice President and Chief People Officer of Delta since October 2014; Senior Vice President - In-Flight Service of Delta (March 2007 - September 2014); Vice President - Marketing of Delta (November 2005 - February 2007); President of Song (January 2005 - October 2005); Vice President - Marketing and Customer Service of Song (November 2002 - December 2004)."}
-{"_id": "DAL20230198", "title": "DAL Information About Our Executive Officers", "text": "Mike Spanos, Age 59: Chief Operating Officer of Delta since June 2023; President and Chief Executive Officer of Six Flags Entertainment Corporation (November 2019 - November 2021); Chief Executive Officer, Asia, Middle East and North Africa of PepsiCo, Inc. (January 2018 - November 2019); previously served in a variety of management roles of increasing responsibility at PepsiCo, Inc. since 1993."}
-{"_id": "DAL20230202", "title": "DAL Additional Information", "text": "Our company website is located at www.delta.com and our investor relations website is located at ir.delta.com. We make available free of charge on our investor relations website our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and amendments to those reports as soon as reasonably practicable after these reports are filed with or furnished to the Securities and Exchange Commission (\"SEC\"). Information on our website, including our investor relations website, is not incorporated into this Form 10-K or our other securities filings and is not a part of those filings."}
-{"_id": "DAL20230206", "title": "DAL RISK FACTORS", "text": "In addition to the other information set forth in this report, you should carefully consider the following material risk factors applicable to Delta. As described below, these risks could materially affect our business, financial condition or results of operations in the future."}
-{"_id": "DAL20230208", "title": "DAL Risk Factors Relating to Delta", "text": "We are at risk of losses and adverse publicity stemming from a serious accident involving our aircraft or aircraft of our airline partners."}
-{"_id": "DAL20230209", "title": "DAL Risk Factors Relating to Delta", "text": "An aircraft crash or other serious accident involving our aircraft or those of our airline partners could expose us to significant liability. Although we believe that our insurance coverage is appropriate, we may be forced to bear substantial losses from an accident in the event that the coverage was not sufficient."}
-{"_id": "DAL20230210", "title": "DAL Risk Factors Relating to Delta", "text": "In addition, any accident involving an aircraft that we operate or an aircraft that is operated by an airline that is one of our regional carriers or codeshare, alliance or joint venture partners could create a negative public perception about safety and reliability for aviation authorities and the public, which could harm our reputation, resulting in air travelers being reluctant to fly on our aircraft and therefore harm our business."}
-{"_id": "DAL20230211", "title": "DAL Risk Factors Relating to Delta", "text": "Breaches or lapses in the security of the technology systems we use and rely on could compromise the data stored within them and consequently expose us to liability, disruption to our operations and damage to our reputation, any or all of which could have a material adverse effect on our business."}
-{"_id": "DAL20230212", "title": "DAL Risk Factors Relating to Delta", "text": "As a regular part of our ordinary business operations, we collect and store sensitive data, including information necessary for our operations, personal information of our passengers and employees and information of our business partners. The secure operation of our networks and systems, and those of our business partners and third-party service providers, on which this type of information is stored, processed and maintained is critical to our business operations and strategy. These networks and systems are subject to an increasing threat of continually evolving cybersecurity risks, which we must manage."}
-{"_id": "DAL20230213", "title": "DAL Risk Factors Relating to Delta", "text": "We expect unauthorized parties to continue attempting to gain access to our systems or information, or those of our business partners and third-party service providers, including through fraud or other means of deception, or introduction of malicious code, such as malware and ransomware. If successful, these actions could cause harm to our computer systems or compromise data stored on our computer networks or those of our business partners and third-party service providers, potentially causing us to incur remedial, legal and other costs, which could be material. Hardware or software we or our business partners or third-party service providers develop, acquire or use in connection with our systems may contain defects that could unexpectedly compromise information security."}
-{"_id": "DAL20230214", "title": "DAL Risk Factors Relating to Delta", "text": "The methods used to obtain unauthorized access, disable or degrade service or sabotage systems are constantly evolving and may be difficult to anticipate or to detect for long periods of time. As a result of these types of risks and regular attacks on our systems, we regularly review and update procedures and processes to prevent and protect against unauthorized access to our systems and information and inadvertent misuse of data. In addition to continuously assessing risk and reviewing our procedures, processes and technologies, we continue to educate our employees about these risks and to monitor, review and update the process and control requirements we expect third parties and vendors to leverage and implement for the protection of information regarding our customers, employees or business partners that is in their care. However, the constantly changing nature of the threats means that we may not be able to prevent all information security breaches or misuse of data. In addition, as cybercriminals become more sophisticated, the cost of proactive defensive measures continues to increase."}
-{"_id": "DAL20230215", "title": "DAL Risk Factors Relating to Delta", "text": "We are also subject to evolving global privacy and security regulatory obligations and an increasing customer focus on privacy issues and data security in the United States and abroad, as well as to geopolitical risks associated with international data transfer. The compromise of our or our business partners\u2019 or third-party service providers\u2019 technology systems resulting in the loss, interruption, disclosure, misappropriation of, or access to, our information or that of our customers, employees or business partners could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy and security of personal information, disruption to our operations and damage to our reputation, any or all of which could adversely affect our business. The costs to remediate breaches and similar system compromises that do occur could be material."}
-{"_id": "DAL20230218", "title": "DAL Risk Factors", "text": "Disruptions of our information technology infrastructure could interfere with our operations, possibly having a material adverse effect on our business."}
-{"_id": "DAL20230219", "title": "DAL Risk Factors", "text": "Disruptions in our information technology capability could result from a technology error or failure impacting our internal systems, whether hosted internally at our data centers or externally at third-party locations, or large-scale external interruption in technology infrastructure support on which we depend, such as power, telecommunications or the internet. The operation of our technology systems and the use of related data may also be vulnerable to a variety of other sources of interruption, including natural disasters, terrorist attacks, computer viruses, hackers and other security issues. A significant individual, sustained or repeated failure of our information technology infrastructure, including third-party networks we utilize and on which we depend, could impact our operations and our customer service, result in increased costs and damage our reputation. While we have in place initiatives to prevent disruptions and disaster recovery plans and continue to invest in improvements to these initiatives and plans, we have previously experienced infrastructure disruptions. These measures may not be adequate to prevent a future business disruption and any material adverse financial and reputational consequences to our business as recent outages of large cloud providers whom we rely on has shown."}
-{"_id": "DAL20230220", "title": "DAL Risk Factors", "text": "Failure of the technology we use to perform effectively could have a material adverse effect on our business."}
-{"_id": "DAL20230221", "title": "DAL Risk Factors", "text": "We are dependent on technology initiatives and capabilities to provide customer service and operational effectiveness in order to compete in the current business environment. For example, substantially all of our tickets are issued to our customers as electronic tickets, and a growing number of our customers check in using our website, airport kiosks and our FlyDelta mobile application. We have made and continue to make significant investments in customer facing technology such as delta.com, the FlyDelta mobile application, in-flight wireless internet, check-in kiosks, customer service applications, application of biometric technology, airport information displays and related initiatives, including security for these initiatives. We are also investing in significant upgrades to technology infrastructure and other supporting systems and transitioning to cloud-based technologies. The performance, reliability and security of the technology we use are critical to our ability to serve customers. If this technology does not perform effectively, including as a result of the implementation or integration of new or upgraded technologies or systems, our business and operations would be negatively affected, which could be material."}
-{"_id": "DAL20230222", "title": "DAL Risk Factors", "text": "Our business and results of operations are dependent on the price of aircraft fuel. High fuel costs or cost increases, including in the cost of crude oil, could have a material adverse effect on our results of operations."}
-{"_id": "DAL20230223", "title": "DAL Risk Factors", "text": "Our results of operations are significantly impacted by changes in the price of aircraft fuel. Fuel costs represented 21%, 24% and 20% of our operating expense in 2023, 2022 and 2021, respectively. Fuel prices are highly volatile and at times have increased substantially. In 2023, our average fuel price per gallon was $2.82, ranging from a monthly low of approximately $2.41 per gallon to a monthly high of approximately $3.18 per gallon."}
-{"_id": "DAL20230224", "title": "DAL Risk Factors", "text": "We acquire a significant amount of jet fuel from Monroe and through strategic agreements associated with the refinery that Monroe has with third parties. The cost of the fuel we purchase under these arrangements remains subject to volatility in the cost of crude oil and jet fuel. In addition, we have historically purchased a significant amount of aircraft fuel in addition to what we obtain from Monroe. Our aircraft fuel purchase contracts alone do not provide material protection against price increases as these contracts typically establish the price based on industry standard market price indices."}
-{"_id": "DAL20230225", "title": "DAL Risk Factors", "text": "Because passengers often purchase tickets well in advance of their travel, a significant rapid increase in fuel price may result in the fare charged not covering that increase. At times in the past, we often were not able to increase our fares to offset fully the effect of increases in fuel costs, and we may not be able to do so in the future."}
-{"_id": "DAL20230226", "title": "DAL Risk Factors", "text": "Significant extended disruptions in the supply of aircraft fuel, including from Monroe, could have a material adverse effect on our business and results of operations."}
-{"_id": "DAL20230227", "title": "DAL Risk Factors", "text": "Weather-related events, natural disasters, political disruptions or disputes involving oil-producing countries, changes in governmental policy concerning aircraft fuel production, transportation or taxes, changes in refining capacity or refining priorities, environmental concerns and other unpredictable events may impact crude oil and fuel supply and could result in shortages in the future. Shortages in fuel supplies could have negative effects on our business and results of operations."}
-{"_id": "DAL20230230", "title": "DAL Risk Factors", "text": "Unplanned disruptions or interruptions of production at the refinery could have a negative impact on our ability to acquire jet fuel needed for our operations. Disruptions or interruptions of production at the refinery could result from various sources including a major accident or mechanical failure, interruption of supply or delivery of crude oil, work stoppages relating to organized labor issues, or damage from severe weather or other natural or man-made disasters, including acts of terrorism. If the refinery were to experience an unexpected interruption in operations, disruptions in fuel supplies could have negative effects on our results of operations and financial condition. In addition, the financial benefits from the operation of the refinery could be materially adversely affected (to the extent not recoverable through insurance) because of lost production and repair costs."}
-{"_id": "DAL20230231", "title": "DAL Risk Factors", "text": "If Monroe's cost of producing non-jet fuel products significantly exceeds the value it receives for those products, the financial benefits we expect to achieve through the ownership of the refinery and our consolidated results of operations could be materially adversely affected."}
-{"_id": "DAL20230232", "title": "DAL Risk Factors", "text": "Our commercial relationships with airlines in other parts of the world and the investments that we have in certain of those carriers may not produce the results or returns we expect."}
-{"_id": "DAL20230233", "title": "DAL Risk Factors", "text": "An important part of our strategy to expand our global network has been to develop and expand strategic relationships with a number of airlines through joint ventures and other forms of cooperation and support, including equity investments. These relationships and investments involve significant challenges and risks, including that joint ventures or cooperation agreements may be subject to ongoing review and renewal requirements and may not generate the expected financial results, or that we may not realize a satisfactory return on our investments. For example, the DOT's approval of and antitrust immunity grant for our joint cooperation agreement with Aerome\u0301xico is subject to a pending renewal application with the DOT, which was tentatively dismissed pursuant to an Order to Show Cause issued by the DOT on January 26, 2024. The existing immunity remains in effect pending final adjudication of the renewal application, the timing and outcome of which cannot be predicted at this time."}
-{"_id": "DAL20230234", "title": "DAL Risk Factors", "text": "We are dependent on these other carriers for significant aspects of our network in the regions in which they operate. While we work closely with these carriers, we do not have control over their operations or business methods. To the extent that the operations of any of these carriers are disrupted over an extended period or their actions have a significant adverse effect on our operations, our results of operations could be materially adversely affected. If our commercial arrangements with any of these partners are not maintained, any investments or other assets associated with those partners could become impaired, and our business and results of operations could be materially adversely affected."}
-{"_id": "DAL20230235", "title": "DAL Risk Factors", "text": "A significant disruption in, or other problems with respect to, the operations or performance of third parties on which we rely, including third-party carriers, could have a material adverse effect on our business and results of operations."}
-{"_id": "DAL20230236", "title": "DAL Risk Factors", "text": "We rely on the operations and performance of third parties in a number of areas that are important to our business, including third-party regional carriers, international alliance partners and ground operation providers at some airports. While we have agreements with certain of these third parties that define expected service performance, we do not have direct control over their operations. To the extent that the operations of a third-party on which we rely is significantly disrupted or if these third parties experience significant performance issues (including failing to satisfy any applicable performance standards) or fail to meet any applicable compliance requirements, our revenue may be reduced, our expenses may be increased and our reputation may be harmed, any or all of which could result in a material adverse effect on our business and results of operations."}
-{"_id": "DAL20230237", "title": "DAL Risk Factors", "text": "Some regional carriers, including our wholly owned subsidiary, Endeavor, are facing a shortage of qualified pilots and experiencing operating constraints as a result. If this shortage becomes more widespread, third-party regional carriers may not be able to comply with their obligations to us, and Endeavor may not be able to perform as expected, which could reduce our expected capacity and affect our revenue, resulting in a material adverse effect on our business and results of operations."}
-{"_id": "DAL20230240", "title": "DAL Risk Factors", "text": "Agreements governing our debt, including our credit facilities and our SkyMiles financing agreements, include financial and other covenants. Certain of these covenants impose restrictions on our business, and failure to comply with any of the covenants in these agreements could result in events of default."}
-{"_id": "DAL20230241", "title": "DAL Risk Factors", "text": "Our debt agreements contain various affirmative, negative and financial covenants, including our credit facilities and our SkyMiles financing agreements, each of which contains a minimum liquidity covenant. Certain of our debt agreements and our SkyMiles financing agreements contain minimum coverage ratios. A decline in these coverage ratios, including due to factors that are beyond our control, could trigger an early amortization event or, if applicable, require us to post additional collateral. Our SkyMiles financing agreements also restrict our ability to, among other things, change the policies and procedures of the SkyMiles program in a manner that would reasonably be expected to materially impair repayment of our SkyMiles debt. Complying with certain of the covenants in our debt agreements, and other restrictive covenants that may be contained in any future debt agreements, could limit our ability to operate our business and to take advantage of business opportunities that are in our long-term interest."}
-{"_id": "DAL20230242", "title": "DAL Risk Factors", "text": "While the covenants in our debt agreements are subject to important exceptions and qualifications, if we fail to comply with them and are unable to obtain a waiver or amendment, refinance the indebtedness subject to these covenants or take other mitigating actions, an event of default would result. These arrangements also contain other events of default customary for such financings. If an event of default were to occur, the lenders or noteholders could, among other things, declare outstanding amounts due and payable and where applicable and subject to the terms of relevant collateral agreements, repossess collateral, including aircraft or other valuable assets. In addition, an event of default or acceleration of indebtedness under one agreement could result in an event of default under other of our financing agreements. The acceleration of significant indebtedness could require us to seek to renegotiate, repay or refinance the obligations under our financing arrangements, and there is no assurance that such renegotiation or refinancing efforts would be successful."}
-{"_id": "DAL20230243", "title": "DAL Risk Factors", "text": "Employee strikes and other labor-related disruptions may have a material adverse effect on our operations."}
-{"_id": "DAL20230244", "title": "DAL Risk Factors", "text": "Our business is labor intensive, utilizing large numbers of pilots, flight attendants, aircraft maintenance technicians, ground support personnel and other personnel. As of December 31, 2023, 20% of our workforce, primarily pilots, was unionized. Relations between air carriers and labor unions in the United States are governed by the Railway Labor Act, which provides that a collective bargaining agreement between an airline and a labor union does not expire, but instead becomes amendable as of a stated date. The Railway Labor Act generally prohibits strikes or other types of self-help actions both before and after a collective bargaining agreement becomes amendable, unless and until the collective bargaining processes required by the Railway Labor Act have been exhausted. Separately, the NLRA governs Monroe\u2019s relations with the union representing their employees, which generally allows self help after a collective bargaining agreement expires."}
-{"_id": "DAL20230245", "title": "DAL Risk Factors", "text": "If we or our subsidiaries are unable to reach agreement with any of our unionized work groups in future negotiations regarding the terms of their collective bargaining agreements or if additional segments of our workforce become unionized, we may be subject to work interruptions or stoppages, subject to the requirements of the Railway Labor Act or the NLRA, as the case may be. Strikes or labor disputes with our unionized employees may have a material adverse effect on our ability to conduct business. Likewise, if third-party regional carriers with which we have contract carrier agreements are unable to reach agreement with their unionized work groups in current or future negotiations regarding the terms of their collective bargaining agreements, those carriers may be subject to work interruptions or stoppages, subject to the requirements of the Railway Labor Act, which could have a material adverse effect on our operations."}
-{"_id": "DAL20230246", "title": "DAL Risk Factors", "text": "Our results can fluctuate due to seasonality and other factors."}
-{"_id": "DAL20230247", "title": "DAL Risk Factors", "text": "Our results of operations are impacted by a number of factors including seasonality and changing economic and other conditions beyond our control. Demand for air travel is typically higher in the June and September quarters, particularly in our international markets, because there is more vacation travel during these periods than during the remainder of the year. The seasonal shifting of demand causes our financial results to vary on a quarterly basis. Changes in the value of our equity investments in other airlines and airline service companies can also be significant and cause fluctuations in our results. Other factors that may affect our results include severe weather conditions and natural disasters (or other environmental events), which could significantly disrupt service and create air traffic control problems. In addition, increases in the frequency, severity or duration of thunderstorms, hurricanes, typhoons, floods or other severe weather events, including from changes in the global climate and rising global temperatures, could result in increases in delays and cancellations, turbulence-related injuries and fuel consumption to avoid such weather, any of which could result in loss of revenue and higher costs. Because of fluctuations in our results from seasonality and other factors, results of operations for a historical period are not necessarily indicative of results of operations for a future period and results of operations for an interim period are not necessarily indicative of results of operations for an entire year."}
-{"_id": "DAL20230250", "title": "DAL Risk Factors", "text": "An environmental or other incident associated with the operation of the Monroe refinery could have a material adverse effect on our consolidated financial results if insurance is unable to cover a significant liability. In addition, such an incident could damage our reputation."}
-{"_id": "DAL20230251", "title": "DAL Risk Factors", "text": "Monroe's refining operations are subject to various hazards unique to refinery operations, including explosions, fires, toxic emissions and natural catastrophes. Monroe could incur substantial losses, including cleanup costs, fines and other sanctions and third-party claims, and its operations could be interrupted, as a result of such an incident. Monroe's insurance coverage does not cover all potential losses, costs or liabilities, and Monroe could suffer losses for uninsurable or uninsured risks or in amounts greater than its insurance coverage. In addition, Monroe's ability to obtain and maintain adequate insurance may be affected by conditions in the insurance market over which it has no control. If Monroe were to incur a significant liability for which it is not fully insured or for which insurance companies do not or are unable to provide coverage, this could have a material adverse effect on our consolidated financial results of operations or consolidated financial position. In addition, because of our ownership of Monroe, the occurrence of an environmental or other incident could result in damage to our reputation, which could have a material adverse effect on our financial results."}
-{"_id": "DAL20230252", "title": "DAL Risk Factors", "text": "The operation of the refinery by Monroe is subject to significant environmental regulation. Failure to comply with environmental regulations or the enactment of additional regulation applicable to Monroe could have a material adverse effect on our consolidated financial results."}
-{"_id": "DAL20230253", "title": "DAL Risk Factors", "text": "Monroe\u2019s operations are subject to extensive environmental, health and safety laws and regulations, including those relating to the discharge of materials into the environment, waste management, pollution prevention measures and greenhouse gas emissions, which are subject to change over time. Monroe could incur fines and other sanctions, cleanup costs and third-party claims as a result of violations of or liabilities under environmental, health and safety requirements, which if significant, could have a material adverse effect on our consolidated financial results. In addition, the enactment of new, more stringent environmental laws and regulations, including any laws or regulations relating to greenhouse gas emissions, could significantly increase the level of expenditures required for Monroe or restrict its operations."}
-{"_id": "DAL20230254", "title": "DAL Risk Factors", "text": "In particular, in administering the RFS, created by the U.S. Congress under the Energy Independence and Security Act of 2007, the EPA created a program to ensure compliance with RFS mandates for the blending of renewable fuels into Transportation Fuels. RINs are assigned to renewable fuels produced or imported into the U.S. that are blended into Transportation Fuels to demonstrate compliance with this obligation. A refinery may meet its obligation under RFS by blending the necessary volumes of renewable fuels with Transportation Fuels, by purchasing RINs in the open market, or by a combination of blending and purchasing RINs."}
-{"_id": "DAL20230255", "title": "DAL Risk Factors", "text": "Because Monroe is able to blend only a small amount of renewable fuels, it must purchase the majority of its RINs obligation in the secondary market. As a result, Monroe is exposed to the market price of RINs. Market prices for RINs have been volatile, marked by periods of sharp increases and decreases primarily in response to speculation about what the EPA and/or the U.S. Congress will do with respect to compliance obligations. We cannot predict these actions or the future prices of RINs. Monroe\u2019s purchase of RINs at elevated prices in the future could have a material impact on our consolidated results of operations and cash flows."}
-{"_id": "DAL20230256", "title": "DAL Risk Factors", "text": "Existing laws or regulations could change, and the minimum volumes of renewable fuels that must be blended with refined petroleum products may increase. Increases in the volume of renewable fuels that must be blended into Monroe\u2019s products could limit the refinery\u2019s production if sufficient numbers of RINs are not available for purchase, or if relief from this requirement is not obtained, which could have a material adverse effect on our consolidated financial results."}
-{"_id": "DAL20230257", "title": "DAL Risk Factors", "text": "Significant damage to our reputation and brand, including as a result of significant adverse publicity or inability to achieve certain sustainability goals, could materially adversely affect our business and financial results."}
-{"_id": "DAL20230258", "title": "DAL Risk Factors", "text": "Maintaining our reputation and global brand is critical to our business. We operate in a highly visible and public environment with significant real-time exposure to traditional and social media. Adverse publicity, whether justified or not, can rapidly spread, including through social or digital media. In particular, passengers can use social media to portray interactions with Delta, without context, in a manner that can be quickly and broadly disseminated. To the extent we are unable to respond in a timely and appropriate manner to adverse publicity, our brand and reputation may be damaged."}
-{"_id": "DAL20230261", "title": "DAL Risk Factors", "text": "Our reputation and brand could also be adversely impacted by, among other things, failure to make progress toward and achieve our environmental sustainability and diversity, equity and inclusion goals, as well as public pressure from investors or policy groups to change our policies or negative public perception of the environmental impact of air travel. For example, we have established ambitious goals to reduce our greenhouse gas emissions. Achieving these ambitious goals will require significant capital investment from manufacturers and other stakeholders, as we are unable to achieve these goals using our existing fleet, current technologies and available fuel sources. We are continuing to develop our climate strategy and transition plan; however, our ability to execute on such a plan is subject to substantial risks and uncertainties, as it is dependent on the actions of governments and third parties and will require, among other things, significant capital investment, including from third parties, research and development from manufacturers and other stakeholders, along with government policies and incentives to reduce the cost, and incent production, of SAF and other technologies that are not presently in existence or available at scale. Significant damage to our reputation and brand could have a material adverse effect on our business and financial results, including as a result of litigation related to any of these matters."}
-{"_id": "DAL20230262", "title": "DAL Risk Factors", "text": "If we lose senior management and other key employees and they are not replaced by individuals with comparable skills, or we otherwise fail to maintain our company culture, our business and results of operations could be materially adversely affected."}
-{"_id": "DAL20230263", "title": "DAL Risk Factors", "text": "We are dependent on the experience and industry knowledge of our officers and other key employees to design and execute our business plans. If we experience a substantial turnover in our leadership and other key employees and we are not able to replace these persons with individuals with comparable skills, or we otherwise fail to maintain our company culture, our performance could be materially adversely impacted. Furthermore, we may be unable to attract and retain additional qualified senior management and other key personnel as needed in the future."}
-{"_id": "DAL20230267", "title": "DAL Risk Factors Relating to the Airline Industry", "text": "Disease outbreaks, such as the COVID-19 pandemic or similar public health threats that may arise in the future, and measures implemented to combat them have had, and may in the future have, a material adverse effect on our business."}
-{"_id": "DAL20230268", "title": "DAL Risk Factors Relating to the Airline Industry", "text": "The COVID-19 pandemic, the measures governments and private parties implemented in order to stem its spread, and the general concern about the virus among travelers had a material adverse effect on the demand for worldwide air travel compared to historical levels, and consequently upon our business for an extended period. Similar disease outbreaks or public health threats that may arise in the future could have similarly adverse effects on our business."}
-{"_id": "DAL20230269", "title": "DAL Risk Factors Relating to the Airline Industry", "text": "Our operations were, and could in the future be, negatively affected further if our employees are quarantined or sickened as a result of exposure to a disease outbreak, or as a result of a similar public health crisis, or if they are subject to additional governmental curfews or \"shelter in place\" health orders or similar restrictions. Measures restricting the ability of our airport or in-flight employees to come to work negatively impact our service or operations, all of which could negatively affect our business."}
-{"_id": "DAL20230270", "title": "DAL Risk Factors Relating to the Airline Industry", "text": "We are unable to predict the extent to which disease outbreaks or other public health threats that may arise in the future may change our customers' behavior or travel patterns, which could have a material impact on our business. The degree to which any future disease outbreaks or public health threats may impact our revenues, results of operations and financial condition is uncertain and will depend on future developments."}
-{"_id": "DAL20230271", "title": "DAL Risk Factors Relating to the Airline Industry", "text": "Terrorist attacks, geopolitical conflict or security events may adversely affect our business, financial condition and results of operations."}
-{"_id": "DAL20230272", "title": "DAL Risk Factors Relating to the Airline Industry", "text": "Terrorist attacks, geopolitical conflict or security events, or the fear or threat of any of these events, could have a significant adverse effect on our business. Despite significant security measures at airports and airlines, the airline industry remains a high profile target for terrorist groups. We rely on government provided threat intelligence and utilize private sources to constantly monitor for threats from terrorist groups and individuals, including from violent extremists both internationally and domestically, with respect to direct threats against our operations and in ways not directly related to the airline industry. In addition, the impact on our operations of avoiding areas of the world, including airspace, in which there are geopolitical conflicts and the targeting of commercial aircraft by parties to those conflicts can be significant. Security events, primarily from external sources but also from potential insider threats, also pose a significant risk to our passenger and cargo operations. These events could include random acts of violence and could occur in public areas that we cannot control."}
-{"_id": "DAL20230273", "title": "DAL Risk Factors Relating to the Airline Industry", "text": "Terrorist attacks, geopolitical conflict or security events, or the fear or threat of any of these events, even if not made directly on or involving the airline industry, could have a significant negative impact on us by discouraging passengers from flying, leading to decreased ticket sales and increased refunds. In addition, potential costs from these types of events include increased security costs, impacts from avoiding flight paths over areas in which conflict is occurring or could occur, such as flight redirections or cancellations, reputational harm and other costs. If any or all of these types of events occur, they could have a material adverse effect on our business, financial condition and results of operations."}
-{"_id": "DAL20230274", "title": "DAL Risk Factors Relating to the Airline Industry", "text": "The global airline industry is highly competitive and, if we cannot successfully compete in the marketplace, our business, financial condition and results of operations will be materially adversely affected."}
-{"_id": "DAL20230275", "title": "DAL Risk Factors Relating to the Airline Industry", "text": "The airline industry is highly competitive, marked by significant competition with respect to routes, fares, schedules (both timing and frequency), operational reliability, services, products, customer service and loyalty programs. Consolidation in the airline industry, changes in international alliances, the creation of immunized joint ventures and the rise of subsidized government-sponsored international carriers have altered and will continue to alter the competitive landscape in the industry, resulting in the formation of airlines and alliances with increased financial resources, more extensive global networks and competitive cost structures."}
-{"_id": "DAL20230278", "title": "DAL Risk Factors", "text": "Our domestic operations are subject to significant competition from traditional network carriers, including American Airlines and United Airlines, national point-to-point carriers, including Alaska Airlines, JetBlue Airways and Southwest Airlines, and other discount or ultra-low-cost carriers, including Allegiant Air, Avelo Airlines, Breeze Airways, Frontier Airlines and Spirit Airlines. Some of these carriers have business models primarily focused on maintaining low costs, with the intention of providing service at lower fares to destinations served by Delta. In particular, we face significant competition at our domestic hubs and key airports either directly at those airports or at the hubs of other airlines that are located in close proximity. We also face competition in small- to medium-sized markets from regional jet operations of other carriers. Our ability to compete in the domestic market effectively depends, in part, on our ability to maintain a competitive cost structure. If we cannot maintain our costs at a competitive level, then our business, financial condition and results of operations could be materially adversely affected."}
-{"_id": "DAL20230279", "title": "DAL Risk Factors", "text": "Our international operations are subject to competition from both foreign and domestic carriers, including from point-to-point carriers on certain international routes. Through alliance and other marketing and codesharing agreements with foreign carriers, U.S. carriers have increased their ability to sell international transportation, such as services to and beyond traditional European, Asian and Latin American gateway cities. Similarly, foreign carriers have obtained increased access to interior U.S. passenger traffic beyond traditional U.S. gateway cities through these relationships."}
-{"_id": "DAL20230280", "title": "DAL Risk Factors", "text": "In particular, several joint ventures among U.S. and foreign carriers, including several of our joint ventures as well as those of our competitors, have received grants of antitrust immunity allowing the participating carriers to coordinate networks, schedules, pricing, sales and inventory. In addition, alliances formed by domestic and foreign carriers, including SkyTeam, the Star Alliance (among United Airlines, Lufthansa German Airlines, Air Canada and others) and the oneworld alliance (among American Airlines, British Airways, Qantas and others) have enhanced competition in international markets."}
-{"_id": "DAL20230281", "title": "DAL Risk Factors", "text": "The airline industry also faces competition from surface transportation and technological alternatives such as virtual meetings, teleconferencing or videoconferencing. Increased competition from these sectors in both the domestic and international markets may have a material adverse effect on our business, financial condition and results of operations."}
-{"_id": "DAL20230282", "title": "DAL Risk Factors", "text": "Extended interruptions or disruptions in service at major airports in which we operate or significant problems associated with a type of aircraft or engine we operate could have a material adverse effect on our financial condition and results of operations."}
-{"_id": "DAL20230283", "title": "DAL Risk Factors", "text": "The airline industry is heavily dependent on business models that concentrate operations in major airports in the United States and throughout the world. An interruption or disruption at an airport or facility where we have significant operations, whether resulting from air traffic control delays, failure of computer systems or technology infrastructure, weather events or natural disasters, or performance issues from third-party service providers, if sustained for an extended period of time, could have a material adverse effect on our business, financial condition and results of operations."}
-{"_id": "DAL20230284", "title": "DAL Risk Factors", "text": "Similarly, the airline industry is heavily dependent on a limited number of aircraft and engine manufacturers whose products are subject to extensive regulatory requirements. Any significant problems associated with an aircraft or engine type that we operate, including new aircraft or engine types, such as design defects, mechanical problems, contractual performance by the manufacturers or adverse perception by the public leading to customer avoidance, or adverse actions by the FAA resulting in limitations on use or grounding could have a negative impact on our operations if we are not able to substitute or replace the affected aircraft or engine type. Any of the foregoing could have a material adverse effect on our financial condition and results of operations."}
-{"_id": "DAL20230285", "title": "DAL Risk Factors", "text": "The airline industry is subject to extensive government regulation, which is costly and could materially adversely affect our business."}
-{"_id": "DAL20230286", "title": "DAL Risk Factors", "text": "Airlines are subject to extensive regulatory and legal compliance requirements that result in significant costs and may have material adverse effects on our business. For instance, the FAA from time to time issues directives and other regulations relating to the maintenance and operation of aircraft that necessitate significant expenditures and could carry operational implications. We expect to continue incurring significant expenses to comply with the FAA\u2019s regulations. In addition, a directive or other regulation that has a significant operational impact on us could have a material adverse impact on our financial results."}
-{"_id": "DAL20230287", "title": "DAL Risk Factors", "text": "Other laws, regulations, taxes and airport rates and charges have also been imposed from time to time that significantly increase the cost of airline operations, reduce revenues or otherwise impact our business. The industry is heavily taxed. Additional taxes and fees, if implemented, could negatively impact our results of operations."}
-{"_id": "DAL20230290", "title": "DAL Risk Factors", "text": "Airport slot access is subject to government regulation and changes in slot regulations or allocations could impose a significant cost on the airlines operating in airports subject to such regulations or allocations or otherwise adversely affect an airline\u2019s business. Certain of our hubs are among the most congested airports in the United States and have been, and could in the future be, the subject of regulatory action that might limit the number of flights and/or increase costs of operations at certain times or throughout the day. Air traffic control inefficiencies can also enhance these pressures."}
-{"_id": "DAL20230291", "title": "DAL Risk Factors", "text": "In addition, inefficiencies in the U.S. air traffic control system, which is regulated by the FAA, can result in delays and disruptions of air traffic, especially during peak travel periods in certain congested markets. Failure to implement measures to improve the air traffic control system could lead to increased delays and inefficiencies in flight operations as demand for U.S. air travel increases, having a material adverse effect on our operations. Failure to update the air traffic control system in a timely manner, and the substantial funding requirements of an updated system that may be imposed on air carriers, may have an adverse impact on our financial condition and results of operations."}
-{"_id": "DAL20230292", "title": "DAL Risk Factors", "text": "As an international carrier, we are subject to a wide variety of U.S. and foreign laws that affect trade, including tariff and trade policies, export and import requirements, taxes, monetary policies and other restrictions and charges. In particular, the imposition of significant tariffs with respect to aircraft that we are not able to mitigate could substantially increase our costs, which in turn could have a material adverse effect on our financial results."}
-{"_id": "DAL20230293", "title": "DAL Risk Factors", "text": "In addition, some of our operations are in high-risk legal compliance environments. Failure to comply with trade sanctions and restrictions, the Foreign Corrupt Practices Act (the \"FCPA\") and similar anti-bribery laws in non-U.S. jurisdictions, as well as other applicable laws or regulations could result in litigation, assessment of damages, imposition of penalties or other consequences, any or all of which could harm our reputation and have an adverse effect on our financial results. In certain circumstances, we also may be subject to consequences of the failure of our airline partners to comply with laws and regulations, including U.S. laws to which they may be subject such as the FCPA."}
-{"_id": "DAL20230294", "title": "DAL Risk Factors", "text": "We and other U.S. carriers are subject to U.S. and foreign laws regarding privacy and security of passenger and employee data that are not consistent in all countries in which we operate and which are continuously evolving, requiring ongoing monitoring and updates to our privacy and information security programs. Although we dedicate significant resources to manage compliance with global privacy and information security obligations, this challenging regulatory environment may pose material risks to our business, including increased operational burdens and costs, regulatory enforcement, and legal claims or proceedings."}
-{"_id": "DAL20230295", "title": "DAL Risk Factors", "text": "The airline industry is subject to many forms of environmental regulation, including but not limited to regulation of hazardous substances, increased regulation to reduce emissions and other risks associated with climate change. The cost of compliance with more stringent environmental regulations, failure to comply with existing or future regulations or failure to otherwise manage the risks of climate change effectively could have a material adverse effect on our business."}
-{"_id": "DAL20230296", "title": "DAL Risk Factors", "text": "Many aspects of our operations are subject to evolving and increasingly stringent federal, state, local and international laws governing environmental protection. Compliance with existing and future environmental laws and regulations could require capital investment and increase operational costs, and violations can lead to significant fines and penalties and reputational harm."}
-{"_id": "DAL20230297", "title": "DAL Risk Factors", "text": "For example, in 2022, the EPA proposed regulations to define certain PFAS as \"hazardous substances\" under CERCLA, and the EPA has proposed to regulate certain PFAS as \"hazardous constituents\" under RCRA. The EPA is also proposing to regulate PFAS under the Safe Drinking Water Act. PFAS are used in a wide variety of consumer and industrial products, including the firefighting foams used to extinguish fuel-based fires at airports and refineries. Numerous states have adopted regulations governing PFAS as well, and some have adopted legislation prohibiting the manufacture, sale, distribution and/or use of firefighting foam containing intentionally added PFAS. EPA\u2019s proposed rule under CERCLA, once finalized, could subject airports, airlines, and refineries, among others, to potential liability for cleanup of historical PFAS contamination associated with use of PFAS-containing firefighting foam, and some state laws require transition to alternative fire suppression systems. The ultimate impact and associated cost to Delta of these legislative and regulatory developments related to PFAS, including firefighting foam, cannot be predicted at this time."}
-{"_id": "DAL20230300", "title": "DAL Risk Factors", "text": "Future regulatory action concerning climate change, aircraft emissions and noise could have a significant effect on the airline industry. In order to address aircraft carbon dioxide emissions, the International Civil Aviation Organization (ICAO), a United Nations specialized agency, formally adopted a global, market-based emission offset program known as CORSIA. This program establishes a goal for the aviation industry to achieve carbon-neutral growth in international aviation beginning in 2021 through the use of carbon offsets and/or lower carbon aviation fuel. ICAO set the baseline for establishing airlines\u2019 obligations under CORSIA for 2021 to 2023 based on 2019 travel, and in 2022 set a new, more stringent CORSIA baseline of 85% of 2019, which will apply from 2024 through 2035. Because certain CORSIA program details remain to be developed and could potentially be affected by political developments in participating countries or the results of the initial phases of the program, the impact of CORSIA cannot be predicted at this time. However, CORSIA is expected to increase operating costs for airlines that operate internationally."}
-{"_id": "DAL20230301", "title": "DAL Risk Factors", "text": "In addition to CORSIA, we may face a patchwork of regulation of aircraft emissions in the U.S. and abroad and could become subject to further taxes, charges or additional requirements to obtain permits or purchase allowances or emission credits for greenhouse gas emissions in various jurisdictions. For example, in 2023, the EU adopted updated legislation on the EU Emissions Trading System (\u201cETS\u201d). The new legislation continues in effect the so-called \u201cstop-the-clock\u201d provision whereby EU ETS does not apply to flights to or from locations outside the EEA, Switzerland or the UK until 2027. However, the legislation provides for a review of the effectiveness of CORSIA in 2026 that could, if CORSIA is not deemed sufficiently effective, lead to the application of EU ETS to all flights departing the EU and EEA. Also in 2023, the EU adopted legislation that will impose a SAF mandate on fuel supplied at EU airports. The mandate initially requires that, of the jet fuel supplied in the EU, 2% must be SAF beginning in 2025, and the percentage increases incrementally over time to 70% in 2050. This mandate is expected to increase the cost of SAF in the EU. Additional regulation could result in taxation, regulatory or permitting requirements from multiple jurisdictions for the same operations and significant costs for the airline industry, including Delta. In addition to direct costs, such regulation could result in increased fuel costs passed through from fuel suppliers affected by any such regulations. While the specific nature of future actions is hard to predict, new laws or regulations related to environmental matters adopted in the U.S. or other countries could impose significant additional costs on or otherwise adversely affect our operations. Certain airports have also adopted, and others could in the future adopt, greenhouse gas emission or climate-related goals and requirements that could impact our operations or require us to make changes or investments in our infrastructure."}
-{"_id": "DAL20230302", "title": "DAL Risk Factors", "text": "In addition to risks from potential changes to environmental regulation and policy, the transition to lower-carbon technologies, such as SAF, or changes in consumer preferences resulting from a negative perception of the environmental impact of air travel could materially adversely affect our business and financial results. For example, lower-carbon technologies such as SAF and direct air capture technologies are currently not available at scale and may take decades to develop, and the cost to transition to them could be prohibitively expensive without appropriate government policies and incentives in place."}
-{"_id": "DAL20230303", "title": "DAL Risk Factors", "text": "Because of the global nature of our business, unfavorable economic or political conditions in the markets in which we operate or volatility in currency exchange rates could have a material adverse effect on our business, financial condition and results of operations."}
-{"_id": "DAL20230304", "title": "DAL Risk Factors", "text": "As a result of the discretionary nature of air travel, the airline industry has been cyclical and particularly sensitive to changes in economic conditions. Because we operate globally, our business is subject to economic and political conditions throughout the world. During periods of unfavorable or volatile economic conditions in the economy in the U.S. or abroad, demand for air travel can be significantly impacted as business and leisure travelers choose not to travel, seek alternative forms of transportation for short trips or conduct business using technological alternatives. If unfavorable economic conditions occur, particularly for an extended period, our business, financial condition and results of operations may be adversely affected. In addition, significant or volatile changes in exchange rates between the U.S. dollar and other currencies, and the imposition of exchange controls or other currency restrictions, may have a material adverse effect on our liquidity, financial conditions and results of operations."}
-{"_id": "DAL20230305", "title": "DAL Risk Factors", "text": "Our international operations are an important part of our route network. Political disruptions and instability around the world can negatively impact the demand and network availability for air travel. Additionally, any deterioration in global trade relations, such as increased tariffs or other trade barriers, could result in a decrease in the demand for international air travel."}
-{"_id": "DAL20230307", "title": "DAL UNRESOLVED STAFF COMMENTS", "text": "None."}
-{"_id": "DAL20230311", "title": "DAL CYBERSECURITY", "text": "We are committed to safeguarding our information and information systems from unauthorized access, use, disclosure, disruption, modification or destruction. Our program to protect our information assets and the management of risks to those assets supports the confidentiality, integrity, and availability of the information necessary to our long-term business success."}
-{"_id": "DAL20230313", "title": "DAL Risk Management & Strategy", "text": "Our processes for assessing, identifying and managing material risks from cybersecurity threats is incorporated into our Enterprise Risk Management (\"ERM\") framework. Our information security and ERM teams coordinate to regularly review and assess these risks using a wide range of tools and services. Our cybersecurity program leverages components from several industry frameworks and generally recognized best practices, including International Organization for Standardization 27001 and National Institute of Standards and Technology (\"NIST\") standards, such as the NIST Cybersecurity Framework, which emphasizes identification, protection, detection, response and recovery. We regularly assess our information security program capabilities and tools to improve reliability, enhance capabilities and scan our environment for vulnerabilities and weaknesses."}
-{"_id": "DAL20230314", "title": "DAL Risk Management & Strategy", "text": "Our information technology teams are trained to remediate vulnerabilities identified within established timeframes and our information security team reports to management on a weekly basis regarding the security risk posture of our information technology assets. We have established a dedicated Information Technology Risk team tasked with the goal of ensuring that risk remediation activities are carried out consistently and that risk remediation controls are operating as intended and within established thresholds."}
-{"_id": "DAL20230315", "title": "DAL Risk Management & Strategy", "text": "Enterprise-wide training is a vital component to reducing risk and protecting customers, employees and company information. We expect all Delta employees to adhere to information security and privacy policies as they handle corporate and customer information in their daily jobs. As a result, we require all employees and contractors with access to Delta\u2019s information to complete annual training, which is updated as new technology, security and privacy issues emerge. All new employees are required to complete training within 30 days of hire. We also regularly conduct other training and employee education activities, including through awareness programs and campaigns."}
-{"_id": "DAL20230316", "title": "DAL Risk Management & Strategy", "text": "We engage with assessors, consultants, auditors and other third parties, including by regularly having a third party review our overall cybersecurity program to help identify areas for continued focus, improvement and/or compliance. In connection with certain regulatory requirements, we are required to engage third parties to assess our cybersecurity controls."}
-{"_id": "DAL20230317", "title": "DAL Risk Management & Strategy", "text": "Our cybersecurity program is subject to TSA requirements applicable to certain TSA-regulated airport and aircraft operators, including the requirement to develop a TSA-approved implementation plan describing measures we are taking to improve cybersecurity and to assess the effectiveness of those measures on an ongoing basis."}
-{"_id": "DAL20230318", "title": "DAL Risk Management & Strategy", "text": "Our processes also address cybersecurity threat risks associated with our use of third-party service providers, including those who have access to our data or our systems. Third-party risks are included within our risk assessment of vendors, as well as our cybersecurity-specific risk identification program. In addition, cybersecurity considerations affect the selection and oversight of third-party service providers. We perform diligence on third parties, particularly those that have access to our systems, data or facilities that house such systems or data, and continually monitor cybersecurity threat risks identified through such diligence. Additionally, we generally require those third parties that could introduce significant cybersecurity risk to us to agree by contract to manage their cybersecurity risks in specified ways, and to agree to be subject to cybersecurity audits, which we conduct as appropriate."}
-{"_id": "DAL20230319", "title": "DAL Risk Management & Strategy", "text": "We regularly test our incident response processes through table-top exercises to ensure they continue to be effective as our business and the cybersecurity threat landscape evolve. Our incident response processes are designed to guide the actions we take to prepare for, detect, respond to and recover from cybersecurity incidents."}
-{"_id": "DAL20230320", "title": "DAL Risk Management & Strategy", "text": "In the last three fiscal years, we have not experienced any material cybersecurity incidents and the expenses we have incurred from cybersecurity incidents were immaterial. We describe whether and how risks related to cybersecurity threats are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, in Item 1A of this Annual Report on Form 10-K, which disclosures are incorporated by reference in this Item 1C."}
-{"_id": "DAL20230324", "title": "DAL Governance", "text": "Our Board is engaged in the oversight of cybersecurity threat risk management. As reflected in the Audit Committee\u2019s charter, the Board has specifically delegated responsibility for oversight of cybersecurity matters to the Audit Committee as part of its review of our ERM framework. The Audit Committee regularly receives updates on cybersecurity risks and the security and operations of our information technology systems from our Chief Information Officer and our Chief Information Security Officer. In 2023, the Audit Committee received briefings on information security matters at all of its regular meetings. In addition, our Chief Information Officer, our Chief Information Security Officer, other members of our information technology leadership team and an outside legal expert on cybersecurity matters held a special session with all members of our Board of Directors to provide an overview of the information security environment. In addition to information provided in these meetings, members of our Board also have access to internal and external education on cybersecurity risks. The Board also benefits from the expertise of one of our members who has significant experience in management of cybersecurity companies."}
-{"_id": "DAL20230325", "title": "DAL Governance", "text": "Our information security team is led by our Senior Vice President & Chief Information Security Officer, who reports directly to our Executive Vice President - Chief Information Officer. Leadership of the information security team has extensive dedicated cybersecurity experience. Additionally, the collective leadership team holds 21 certifications in cybersecurity and related fields, including Certified Information Systems Security Professional, Certified Information Security Manager, and Certified Information Systems Auditor."}
-{"_id": "DAL20230326", "title": "DAL Governance", "text": "Our Chief Information Security Officer and other members of our cybersecurity leadership team regularly participate in threat intelligence briefings provided through various government and industry entities. Both our Chief Information Officer and our Chief Information Security Officer are members of the Delta Risk Council, which is the management group that oversees all areas of our business risk. Cybersecurity threat risks are a regular subject addressed by this group. In addition, our Chief Information Officer is a member of the Delta Leadership Committee and provides updates to this group as needed about cybersecurity matters. Our cybersecurity incident response plan includes processes for communication about cybersecurity incidents to appropriate levels of management, including to the Risk Council and Leadership Committee, as well as the Audit Committee and the Board, as merited."}
-{"_id": "DAL20230353", "title": "DAL Flight Equipment", "text": "Our operating aircraft fleet, purchase commitments and options at December 31, 2023 are summarized in the following table. ##########Mainline aircraft information by fleet type########## ########Current Fleet(1)##########Commitments## Fleet Type##Owned##Finance Lease##Operating Lease######Total##Average Age (Years)##Purchase####Options A220-100##41##4##\u2014######45##4.0##\u2014####\u2014 A220-300##23##\u2014##\u2014######23##1.6##77####\u2014 A319-100##57##\u2014##\u2014######57##21.8##\u2014####\u2014 A320-200##60##\u2014##\u2014######60##28.2##\u2014####\u2014 A321-200##63##22##42######127##5.0##\u2014####\u2014 A321-200neo##48##\u2014##\u2014######48##0.8##107####70 A330-200##11##\u2014##\u2014######11##18.8##\u2014####\u2014 A330-300##28##\u2014##3######31##14.9##\u2014####\u2014 A330-900neo##19##3##5######27##2.0##12####\u2014 A350-900##17##\u2014##11######28##5.1##16####\u2014 B-717-200##10##70##\u2014######80##22.3##\u2014####\u2014 B-737-800##73##4##\u2014######77##22.3##\u2014####\u2014 B-737-900ER##114##\u2014##49######163##8.0##\u2014####\u2014 B-737-10##\u2014##\u2014##\u2014######\u2014##\u2014##100####30 B-757-200##100##\u2014##\u2014######100##26.4##\u2014####\u2014 B-757-300##16##\u2014##\u2014######16##20.9##\u2014####\u2014 B-767-300ER##44##\u2014##\u2014######44##27.7##\u2014####\u2014 B-767-400ER##21##\u2014##\u2014######21##23.0##\u2014####\u2014 Total##745##103##110######958##14.8##312####100"}
-{"_id": "DAL20230354", "title": "DAL Flight Equipment", "text": "(1)Excludes certain aircraft we own or lease that are operated by regional carriers on our behalf shown in the table below."}
-{"_id": "DAL20230362", "title": "DAL Flight Equipment", "text": "The following table summarizes the aircraft operated by regional carriers on our behalf at December 31, 2023. In 2023, we retired all remaining CRJ-200 aircraft from service. ######Regional aircraft information by fleet type and carrier###### ######Fleet Type(1)(2)###### Carrier##CRJ-700##CRJ-900####Embraer 170##Embraer 175##Total Endeavor Air, Inc. (3)##9##118####\u2014##\u2014##127 SkyWest Airlines, Inc.##8##38####\u2014##85##131 Republic Airways, Inc.##\u2014##\u2014####11##46##57 Total##17##156####11##131##315"}
-{"_id": "DAL20230363", "title": "DAL Flight Equipment", "text": "(1)We own 190 and have operating leases for three of these regional aircraft. The remainder are owned or leased by SkyWest Airlines, Inc. or Republic Airways, Inc."}
-{"_id": "DAL20230364", "title": "DAL Flight Equipment", "text": "(2)Excluded from the total operating count above are nine CRJ-700 and five CRJ-900 which are owned and temporarily parked as of December 31, 2023."}
-{"_id": "DAL20230365", "title": "DAL Flight Equipment", "text": "(3)Endeavor Air, Inc. is a wholly owned subsidiary of Delta."}
-{"_id": "DAL20230378", "title": "DAL Aircraft Purchase Commitments", "text": "As part of a multi-year effort, we have been investing in new aircraft to provide an improved customer experience, greater fuel efficiency that results in reduced carbon emissions, better operating economics and more premium products. Our contractual purchase commitments for additional aircraft as of December 31, 2023 are detailed in the following table: Aircraft purchase commitments by fleet type########## ######Delivery in Calendar Years Ending#### Aircraft Purchase Commitments(1)##2024##2025##2026##After 2026##Total A220-300##7##8##14##48##77 A321-200neo##25##22##24##36##107 A330-900neo##7##5##\u2014##\u2014##12 A350-900##7##6##3##\u2014##16 B-737-10##\u2014##20##20##60##100 Total##46##61##61##144##312"}
-{"_id": "DAL20230379", "title": "DAL Aircraft Purchase Commitments", "text": "(1)The timing of these commitments is based on our contractual agreements with the aircraft manufacturers and remains uncertain due to supply chain, manufacturing and regulatory constraints."}
-{"_id": "DAL20230380", "title": "DAL Aircraft Purchase Commitments", "text": "In January 2024, we entered into a purchase agreement with Airbus for 20 A350-1000 aircraft, with an option to purchase an additional 20 widebody aircraft. Deliveries of these aircraft are scheduled to begin in 2026."}
-{"_id": "DAL20230383", "title": "DAL Airline Operations", "text": "We lease most of the land and buildings that we occupy. Our largest aircraft maintenance base, various equipment maintenance, cargo, flight kitchen and training facilities and most of our principal offices are located at or near the Atlanta airport on land leased from the City of Atlanta. We lease ticket counters, gate areas, operating facilities and other terminal space in most of the airports that we serve. At most airports, we have entered into use agreements which provide for the non-exclusive use of runways, taxiways and other improvements and facilities; landing fees under these agreements normally are based on the number of landings and weight of aircraft. These leases and use agreements generally run for periods of less than one year to 30 years or more, and often contain provisions for periodic adjustments of lease rates, landing fees and other charges applicable under that type of agreement. We also lease aircraft maintenance, equipment maintenance and air cargo facilities at several airports. Our facility leases generally require us to pay the cost of providing, operating and maintaining such facilities, including, in some cases, amounts necessary to pay debt service on special facility bonds issued to finance their construction. We also lease computer facilities, marketing offices, reservations offices and other off-airport facilities in certain locations for varying terms."}
-{"_id": "DAL20230384", "title": "DAL Airline Operations", "text": "We own our Atlanta reservations center, other real property in Atlanta and reservations centers in Minot, North Dakota and Chisholm, Minnesota."}
-{"_id": "DAL20230386", "title": "DAL Refinery Operations", "text": "Our Monroe subsidiaries own and operate the Trainer refinery and related assets in Pennsylvania. The facilities include pipelines and terminal assets that allow the refinery to supply jet fuel to our airline operations throughout the Northeastern U.S., including our New York hubs at LaGuardia and JFK."}
-{"_id": "DAL20230391", "title": "DAL Capacity Antitrust Litigation", "text": "In July 2015, a number of purported class action antitrust lawsuits were filed alleging that Delta, American, United and Southwest had conspired to restrain capacity. The lawsuits were filed in the wake of media reports that the U.S. Department of Justice had served civil investigative demands upon these carriers seeking documents and information relating to this subject. The lawsuits have been consolidated into a single Multi-District Litigation proceeding in the U.S. District Court for the District of Columbia. In August 2023, the Court denied the defendants' motions for summary judgment that had been pending for over two years. In Fall 2023, we moved to certify the decision for an interlocutory appeal or for reconsideration, and briefing related to that motion is now complete. We believe the claims in these cases are without merit and are vigorously defending these lawsuits."}
-{"_id": "DAL20230393", "title": "DAL MINE SAFETY DISCLOSURES", "text": "Not applicable."}
-{"_id": "DAL20230397", "title": "DAL Part II", "text": "MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES"}
-{"_id": "DAL20230399", "title": "DAL Market Information", "text": "Our common stock is listed on the New York Stock Exchange (\"NYSE\") under the trading symbol DAL."}
-{"_id": "DAL20230401", "title": "DAL Holders", "text": "As of January 31, 2024, there were approximately 2,100 holders of record of our common stock."}
-{"_id": "DAL20230403", "title": "DAL Dividends", "text": "After suspending dividends in March 2020, our Board of Directors re-instated a quarterly dividend program in 2023 with $0.10 per share dividend payments in both the September and December quarters. The Board expects to be able to continue to pay cash dividends for the foreseeable future, subject to applicable limitations under Delaware law and compliance with covenants in certain of our credit facilities. Dividend payments are dependent upon our results of operations, financial condition, cash requirements, future prospects and other factors deemed relevant by the Board of Directors."}
-{"_id": "DAL20230405", "title": "DAL Stock Performance Graph", "text": "The following graph compares the cumulative total returns during the period from December 31, 2018 to December 31, 2023 of our common stock to the Standard & Poor's 500 Stock Index and the NYSE ARCA Airline Index. The comparison assumes $100 was invested on December 31, 2018 in each of our common stock and the indices and assumes that all dividends were reinvested."}
-{"_id": "DAL20230416", "title": "DAL Issuer Purchases of Equity Securities (RESERVED)", "text": "The following table presents information with respect to purchases of common stock we made during the December 2023 quarter. The table reflects shares withheld from employees to satisfy certain tax obligations due in connection with grants of stock under the Delta Air Lines, Inc. Performance Compensation Plan (the \"Plan\"). The Plan provides for the withholding of shares to satisfy tax obligations but it does not specify a maximum number of shares that can be withheld for this purpose. The shares of common stock withheld to satisfy tax withholding obligations may be deemed to be \"issuer purchases\" of shares that are required to be disclosed pursuant to this Item. ####Shares purchased / withheld from employee awards during the December 2023 quarter######## Period##Total Number of Shares Purchased####Average Price Paid Per Share##Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs####Approximate Dollar Value (in millions) of Shares That May Yet Be Purchased Under the Plan or Programs October 2023##8,141##$##37.56##8,141##$##\u2014 November 2023##3,751##$##34.89##3,751##$##\u2014 December 2023##1,340##$##39.94##1,340##$##\u2014 Total##13,232######13,232####"}
-{"_id": "DAL20230419", "title": "DAL MD&A", "text": "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS"}
-{"_id": "DAL20230420", "title": "DAL MD&A", "text": "This section of Form 10-K does not address certain items regarding the year ended December 31, 2021. Discussion and analysis of 2021 and year-to-year comparisons between 2022 and 2021 not included in this Form 10-K can be found in \"Item 7. Management's Discussion and Analysis\" of our Annual Report on Form 10-K for the year ended December 31, 2022. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited Consolidated Financial Statements and the related notes and other financial information as well as the material risk factors included elsewhere in this Annual Report on Form 10-K."}
-{"_id": "DAL20230422", "title": "DAL 2023 Financial Overview", "text": "Our 2023 operating income was $5.5 billion, an improvement of $1.9 billion compared to 2022, while operating income, adjusted (a non-GAAP financial measure) which excludes one-time pilot agreement expenses and other items was $6.3 billion, an increase of $2.8 billion compared to 2022. Operating income and operating income, adjusted increased primarily from increases in revenue as described below."}
-{"_id": "DAL20230423", "title": "DAL 2023 Financial Overview", "text": "Revenue. Compared to 2022, our 2023 operating revenue increased $7.5 billion, or 15%, primarily due to a 17% increase in capacity driven by an increase in demand for international travel and continuing strength in demand for domestic travel and premium products. Total revenue, adjusted (a non-GAAP financial measure) increased in 2023 by $9.1 billion, or 20%, compared to 2022. Adjustments were primarily to exclude revenue related to refinery sales to third parties."}
-{"_id": "DAL20230424", "title": "DAL 2023 Financial Overview", "text": "Operating Expense. Total operating expense increased $5.6 billion, or 12%, compared to 2022, primarily resulting from higher employee related costs from increased wages and profit sharing, pilot agreement and related expenses and higher volume-related expenses associated with the 17% increase in capacity, partially offset by lower expenses related to refinery sales to third parties, reflected in ancillary business and refinery expense. Total operating expense, adjusted (a non-GAAP financial measure) increased $6.3 billion, or 15%, compared to 2022. Adjustments were primarily to exclude expenses related to refinery sales to third parties and the pilot agreement and related expenses."}
-{"_id": "DAL20230425", "title": "DAL 2023 Financial Overview", "text": "Our total operating cost per available seat mile (\"CASM\") decreased 4% compared to 2022 to 19.31 cents, primarily due to a 17% increase in capacity, as well as lower fuel expense and lower expenses related to refinery sales to third parties. Non-fuel unit costs (\"CASM-Ex\", a non-GAAP financial measure), which excludes fuel, expenses related to refinery sales to third parties, and other items, increased 2.3% to 13.17 cents."}
-{"_id": "DAL20230426", "title": "DAL 2023 Financial Overview", "text": "Non-Operating Results. Total non-operating income was $87 million in 2023 compared to total non-operating expense of $1.7 billion in 2022 primarily due to mark-to-market gains on certain of our equity investments and lower interest expense as a result of our debt reduction initiatives, partially offset by increased pension related expenses."}
-{"_id": "DAL20230427", "title": "DAL 2023 Financial Overview", "text": "Cash Flow. During 2023, operating activities provided cash flows of $6.5 billion, primarily from ticket sales. Investing activities resulted in net cash outflows of approximately $3.1 billion, primarily for $5.3 billion of capital expenditures, partially offset by $2.2 billion of net redemptions of short-term investments. After adjusting for the pilot agreement payment and certain other activities, these results generated $2.0 billion of free cash flow (a non-GAAP financial measure) in 2023."}
-{"_id": "DAL20230428", "title": "DAL 2023 Financial Overview", "text": "Also, during 2023 we had cash outflows of approximately $4.1 billion related to repayments of our debt and finance leases, including approximately $2.0 billion for early repayments and the remainder from scheduled maturities. Our cash, cash equivalents, short-term investments and aggregate principal amount committed and available to be drawn under our revolving credit facilities (\"liquidity\") at December 31, 2023 was $6.8 billion."}
-{"_id": "DAL20230429", "title": "DAL 2023 Financial Overview", "text": "The non-GAAP financial measures of operating income, adjusted, total revenue, adjusted, total operating expense, adjusted, CASM-Ex and free cash flow used above are defined and reconciled in \"Supplemental Information\" below."}
-{"_id": "DAL20230446", "title": "DAL Operating Revenue", "text": " ########Year Ended December 31,######Increase (Decrease)####% Increase (Decrease)## (in millions) (1)####2023######2022########## Ticket - Main cabin##$##24,477####$##20,396######$##4,081## Ticket - Premium products####19,119######15,230########3,889## Loyalty travel awards####3,462######2,898########564## Travel-related services####1,851######1,694########157## Total passenger revenue##$##48,909####$##40,218######$##8,691## Cargo####723######1,050########(327)## Other####8,416######9,314########(898)## Total operating revenue##$##58,048####$##50,582######$##7,466## TRASM (cents)####21.34##\u00a2####21.69##\u00a2######(0.35)##\u00a2 Third-party refinery sales (2)####(1.24)######(2.13)########0.89## TRASM, adjusted (cents)####20.10##\u00a2####19.55##\u00a2######0.55##\u00a2"}
-{"_id": "DAL20230447", "title": "DAL Operating Revenue", "text": "(1)Total amounts in the table above may not calculate exactly due to rounding."}
-{"_id": "DAL20230448", "title": "DAL Operating Revenue", "text": "(2)For additional information on adjustments to TRASM, see \"Supplemental Information\" below."}
-{"_id": "DAL20230450", "title": "DAL Operating Revenue", "text": "Our operating revenue increased $7.5 billion, or 15%, compared to 2022 due primarily to a 17% increase in capacity driven by an increase in demand for international travel and continuing strength in demand for domestic travel, with growth in revenue from premium products outpacing main cabin. This increase was partially offset by lower third-party refinery sales recorded in other revenue. Total revenue per available seat mile (\"TRASM\") decreased 2% in large part as a result of the decline in third-party refinery sales."}
-{"_id": "DAL20230451", "title": "DAL Operating Revenue", "text": "See \"Refinery Segment\" below for additional details on the refinery's operations, including third-party refinery sales recorded in other revenue, during each period."}
-{"_id": "DAL20230459", "title": "DAL Passenger Revenue by Geographic Region", "text": " ##################Increase (Decrease) vs. Year Ended December 31, 2022############ (in millions)####Year Ended December 31, 2023##Passenger Revenue####RPMs (Traffic)####ASMs (Capacity)####Passenger Mile Yield####PRASM######Load Factor## Domestic##$##33,968##12##%##10##%##10##%##2##%##2##%##1####pt Atlantic####9,057##49##%##34##%##30##%##11##%##15##%##3####pts Latin America####3,798##31##%##22##%##16##%##8##%##13##%##4####pts Pacific####2,086##101##%##104##%##75##%##(2)##%##15##%##11####pts Total passenger revenue##$##48,909##22##%##19##%##17##%##2##%##4##%##3####pts"}
-{"_id": "DAL20230461", "title": "DAL Domestic", "text": "Domestic passenger unit revenue (\"PRASM\") for 2023 increased 2% compared to 2022 due to a 12% increase in revenue on a 10% increase in capacity and a slight increase in load factor."}
-{"_id": "DAL20230462", "title": "DAL Domestic", "text": "Domestic revenue in 2023 was above 2022 levels as we experienced strong revenue results across the domestic network, with coastal hub markets such as New York and Boston improving significantly compared to the prior year, domestic business travel revenue improving and a 10% increase in domestic capacity compared to 2022. We believe spending patterns for services are returning to historical levels compared to spending on goods. We also experienced higher growth in premium product revenue (including Delta One, First Class, Delta Premium Select and Delta Comfort+) compared to main cabin with the delivery of new aircraft that include more premium seat capacity and an increase in yield in premium products compared to main cabin, as we see more consumers choosing these premium offerings. In 2024, we expect moderate capacity growth of single digits."}
-{"_id": "DAL20230466", "title": "DAL International", "text": "International passenger revenue for 2023 increased 49% with capacity up 31% compared to 2022. Passenger revenue increased in each geographic region with the Atlantic region experiencing the largest absolute improvement, as travel to many European destinations increased."}
-{"_id": "DAL20230467", "title": "DAL International", "text": "Consumers showed a strong desire for transatlantic travel, driving higher revenue and passenger unit revenue during 2023 on 30% capacity growth compared to 2022. This has been led by demand for travel to leisure destinations in Europe and premium products."}
-{"_id": "DAL20230468", "title": "DAL International", "text": "Latin America region revenue increased during 2023 compared to 2022, due to strong demand for leisure destinations in South America and the Caribbean on a 16% increase in capacity. In addition, during the first year of our joint venture with LATAM, we have streamlined travel between North and South America while expanding connections in each of our key hub airports."}
-{"_id": "DAL20230469", "title": "DAL International", "text": "The Pacific region benefited from improved demand for travel to the region, particularly to Japan, on 75% increased capacity following the lifting of pandemic-related travel restrictions and the performance of our joint venture with Korean Air."}
-{"_id": "DAL20230477", "title": "DAL Other Revenue", "text": " ######Year Ended December 31,####Increase (Decrease)####% Increase (Decrease) (in millions)####2023####2022###### Refinery##$##3,379##$##4,977####$##(1,598) Loyalty program####3,093####2,597######496 Ancillary businesses####840####846######(6) Miscellaneous####1,104####894######210 Total other revenue##$##8,416##$##9,314####$##(898)"}
-{"_id": "DAL20230478", "title": "DAL Other Revenue", "text": "Refinery. This represents refinery sales to third parties. These sales decreased $1.6 billion compared to 2022. The decrease in third-party refinery sales resulted from lower pricing and a turnaround which was completed between September and November 2023. See \"Refinery Segment\" below for additional details on the refinery's operations, including third-party refinery sales recorded in other revenue, during each period."}
-{"_id": "DAL20230479", "title": "DAL Other Revenue", "text": "Loyalty Program. This relates to revenues from brand usage by third parties and other performance obligations embedded in miles sold, as well as redemption of miles for non-travel awards. These revenues are mainly driven by customer spend on American Express cards and new cardholder acquisitions. Revenues from our relationship with American Express increased compared to 2022 driven by co-brand card spend growth."}
-{"_id": "DAL20230480", "title": "DAL Other Revenue", "text": "Ancillary Businesses. This includes aircraft maintenance services we provide to third parties and our vacation wholesale operations."}
-{"_id": "DAL20230481", "title": "DAL Other Revenue", "text": "Miscellaneous. This is primarily composed of lounge access, including access provided to certain American Express cardholders, and codeshare revenues. The increase in miscellaneous is primarily due to increased revenue from Delta Sky Club access."}
-{"_id": "DAL20230501", "title": "DAL Operating Expense", "text": " ######Year Ended December 31,####Increase (Decrease)####% Increase (Decrease)(1) (in millions)####2023####2022###### Salaries and related costs##$##14,607##$##11,902####$##2,705 Aircraft fuel and related taxes####11,069####11,482######(413) Ancillary businesses and refinery####4,172####5,756######(1,584) Contracted services####4,041####3,345######696 Landing fees and other rents####2,563####2,181######382 Aircraft maintenance materials and outside repairs####2,432####1,982######450 Depreciation and amortization####2,341####2,107######234 Passenger commissions and other selling expenses####2,334####1,891######443 Regional carrier expense####2,200####2,051######149 Passenger service####1,750####1,453######297 Profit sharing####1,383####563######820 Pilot agreement and related expenses####864####\u2014######864 Aircraft rent####532####508######24 Other####2,239####1,700######539 Total operating expense##$##52,527##$##46,921####$##5,606"}
-{"_id": "DAL20230502", "title": "DAL Operating Expense", "text": "(1)Certain variances are labeled as not meaningful (\"NM\") throughout management's discussion and analysis."}
-{"_id": "DAL20230503", "title": "DAL Operating Expense", "text": "Salaries and Related Costs. Delta pilots ratified a new four-year Pilot Working Agreement effective January 1, 2023. The agreement includes numerous work rule changes and pay rate increases during the four-year term, including an initial pay rate increase of 18%. Additional effects of this agreement are described below under pilot agreement and related expenses."}
-{"_id": "DAL20230504", "title": "DAL Operating Expense", "text": "We also implemented base pay increases for eligible non-pilot employees of 5% effective April 1, 2023. Further, we have approximately 8,000 more employees as of December 31, 2023 than at December 31, 2022 principally in in-flight service, flight operations and aircraft maintenance, in order to support the growth in our operations. Each of these actions contributed to the increase in salaries and related costs."}
-{"_id": "DAL20230513", "title": "DAL Operating Expense", "text": "Aircraft Fuel and Related Taxes. Fuel expense decreased $413 million compared to 2022 primarily due to an 18% decrease in the market price of jet fuel partially offset by a 15% increase in consumption on a 17% increase in capacity. ##############Fuel expense and average price per gallon######## ######################Average Price Per Gallon ######Year Ended December 31,######Increase (Decrease)########Year Ended December 31,## (in millions, except per gallon data)####2023####2022##########2023####2022 Fuel purchase cost (1)##$##11,506##$##12,230##$##(724)####$##2.93##$##3.58 Fuel hedge impact####(52)####29####(81)######(0.01)####0.01 Refinery segment impact####(385)####(777)####392######(0.10)####(0.23) Total fuel expense##$##11,069##$##11,482##$##(413)####$##2.82##$##3.36"}
-{"_id": "DAL20230514", "title": "DAL Operating Expense", "text": "(1)Market price for jet fuel at airport locations, including related taxes and transportation costs."}
-{"_id": "DAL20230515", "title": "DAL Operating Expense", "text": "Ancillary Businesses and Refinery. Ancillary businesses and refinery includes expenses associated with refinery sales to third parties, aircraft maintenance services we provide to third parties and our vacation wholesale operations. The decline in these expenses was primarily related to lower refinery sales to third parties, which decreased $1.6 billion compared to 2022. The decrease in third-party refinery sales resulted from lower pricing and the turnaround, which was completed between September and November 2023."}
-{"_id": "DAL20230516", "title": "DAL Operating Expense", "text": "Contracted Services. Contracted services expenses increased compared to 2022 due to higher-volume related expenses associated with increased capacity, in addition to inflationary pressures."}
-{"_id": "DAL20230519", "title": "DAL MD&A - Results of Operations", "text": "Landing Fees and Other Rents. The increase in landing fees and other rents resulted from higher rates charged by airports following extensive redevelopment projects at numerous facilities and more flights compared to 2022 that contributed to our increased capacity."}
-{"_id": "DAL20230520", "title": "DAL MD&A - Results of Operations", "text": "Aircraft Maintenance Materials and Outside Repairs. Aircraft maintenance materials and outside repairs increased as we continued to invest in the operational reliability of our fleet, in particular related to engine overhauls on our B-757 aircraft, in addition to higher material costs."}
-{"_id": "DAL20230521", "title": "DAL MD&A - Results of Operations", "text": "Passenger Commissions and Other Selling Expenses. The increase in passenger revenue in 2023, compared to 2022, directly led to increased passenger commissions and selling expenses."}
-{"_id": "DAL20230522", "title": "DAL MD&A - Results of Operations", "text": "Passenger Service. Passenger service expenses increased compared to 2022 due to higher volume-related expenses associated with increased traffic."}
-{"_id": "DAL20230523", "title": "DAL MD&A - Results of Operations", "text": "Profit Sharing. Profit sharing increased by $820 million during 2023 due to higher profit during the year. Our profit sharing program pays 10% to all eligible employees for the first $2.5 billion of annual profit, as defined by the terms of the program, and 20% of annual profit above $2.5 billion."}
-{"_id": "DAL20230524", "title": "DAL MD&A - Results of Operations", "text": "Pilot agreement and related expenses. In addition to the actions in salaries and related costs described above, the ratified pilot agreement also includes a provision for a one-time payment made upon ratification during 2023 of $735 million. Additionally, we recorded adjustments to other benefit-related items of approximately $130 million."}
-{"_id": "DAL20230525", "title": "DAL MD&A - Results of Operations", "text": "Other. The increase in other is primarily due to higher volume-related expenses associated with increased capacity, such as flight crew and other employee travel and incidental costs, and inflationary pressures."}
-{"_id": "DAL20230534", "title": "DAL Non-Operating Results", "text": " ######Year Ended December 31,## (in millions)####2023####2022 Interest expense, net##$##(834)##$##(1,029) Gain/(loss) on investments, net####1,263####(783) Loss on extinguishment of debt####(63)####(100) Pension and related (expense)/benefit####(244)####292 Miscellaneous, net####(35)####(127) Total non-operating income/(expense), net##$##87##$##(1,747)"}
-{"_id": "DAL20230535", "title": "DAL Non-Operating Results", "text": "Interest expense, net. Interest expense, net includes interest expense and interest income. This decreased as compared to 2022 as a result of our reduced interest expense resulting from our debt reduction initiatives and increased interest income. We are reducing the total amount of interest expense by pre-paying our debt in addition to periodic amortization payments and scheduled maturities. During 2023, we made $4.1 billion of payments on debt and finance lease obligations, including early repayment activities of $1.4 billion in principal for the early repurchase of various secured and unsecured notes and the SkyMiles Term Loan on the open market and $585 million in early principal repayments on various notes secured by aircraft. We will continue to seek opportunities to pre-pay our debt, in addition to periodic amortization payments and scheduled maturities, during 2024 and beyond. Interest income increased as a result of higher interest rates and higher short-term investment balances throughout most of 2023."}
-{"_id": "DAL20230536", "title": "DAL Non-Operating Results", "text": "Gain/(loss) on investments, net. See Note 4 of the Notes to the Consolidated Financial Statements for additional information on our equity investments measured at fair value on a recurring basis. The increase compared to 2022 is due to net unrealized gains on our equity investments during 2023, primarily Wheels Up, Hanjin-KAL and LATAM. During 2023, we recorded a $786 million mark-to-market gain on our investment in Wheels Up based on the closing price of its shares as traded on the New York Stock Exchange. As of December 31, 2023, Wheels Up's public float was under 5% of the total outstanding shares which contributed to significant volatility in the value of our Wheels Up equity investment since the announcement of Wheels Up's credit facility in September 2023. Net unrealized losses on our equity investments during 2022 were primarily related to LATAM, Hanjin-KAL and Wheels Up."}
-{"_id": "DAL20230539", "title": "DAL MD&A - Non-Operating Results", "text": "Loss on extinguishment of debt. Loss on extinguishment of debt reflects the losses incurred in the early repayment of debt referenced above."}
-{"_id": "DAL20230540", "title": "DAL MD&A - Non-Operating Results", "text": "Pension and related (expense)/benefit. Pension and related (expense)/benefit reflects the net periodic (cost)/benefit of our pension and other postretirement and postemployment benefit plans. See Note 9 of the Notes to the Consolidated Financial Statements for additional information on our employee benefit plans."}
-{"_id": "DAL20230541", "title": "DAL MD&A - Non-Operating Results", "text": "Miscellaneous, net. Miscellaneous, net primarily includes our share of net results from our equity method investments, charitable contributions and foreign exchange gains/(losses). See Note 4 of the Notes to the Consolidated Financial Statements for additional information on our equity investments."}
-{"_id": "DAL20230543", "title": "DAL Income Taxes", "text": "Our effective tax rate for 2023 was 18%. Our effective tax rate in 2023 was impacted by mark-to-market adjustments on our equity investments which are considered capital assets for tax purposes. As of December 31, 2023, we had approximately $4.5 billion of U.S. federal pre-tax net operating loss carryforwards which we are expecting to utilize by the end of 2025. Approximately $800 million of these net operating loss carryforwards were generated prior to 2018 and will not begin to expire until 2029, while the remaining net operating loss carryforwards do not expire."}
-{"_id": "DAL20230544", "title": "DAL Income Taxes", "text": "We expect our annual effective tax rate to be between 23% and 25% for 2024. In certain interim periods, we may have adjustments to our net deferred tax assets as a result of changes in prior year estimates, mark-to-market adjustments on our equity investments and tax laws enacted during the period, which will impact the effective tax rate for that period."}
-{"_id": "DAL20230545", "title": "DAL Income Taxes", "text": "For more information about our income taxes, see Note 11 of the Notes to the Consolidated Financial Statements."}
-{"_id": "DAL20230547", "title": "DAL Refinery Segment", "text": "The refinery operated by our wholly owned subsidiary Monroe primarily produces gasoline, diesel and jet fuel. Monroe has agreements in place to exchange the non-jet fuel products the refinery produces with third parties for jet fuel consumed in our airline operations. The jet fuel produced and procured through exchanging gasoline and diesel fuel produced by the refinery typically provides approximately 200,000 barrels per day, or approximately 75% of our consumption, for use in our airline operations."}
-{"_id": "DAL20230558", "title": "DAL Refinery Segment", "text": "Between mid-September 2023 and mid-November 2023, the refinery completed a turnaround and did not produce any refined products during this time. The turnaround was in accordance with the long-term maintenance plan for the facility to allow for the safe completion of major repairs and upgrades. ######Refinery segment financial information## ######Year Ended December 31,## (in millions, except per gallon data)####2023####2022 Exchange products##$##2,354##$##3,475 Sales of refined products####304####278 Sales to airline segment####1,535####1,976 Third-party refinery sales####3,379####4,977 Operating revenue##$##7,572##$##10,706 Operating income##$##385##$##777 Refinery segment impact on average price per fuel gallon##$##(0.10)##$##(0.23)"}
-{"_id": "DAL20230559", "title": "DAL Refinery Segment", "text": "Refinery revenues decreased in 2023, primarily driven by the decrease in exchange products and third-party refinery sales. These decreases resulted from lower pricing and the turnaround, which was completed between September and November 2023. The refinery operating income decreased in 2023 mainly due to lower pricing and the turnaround."}
-{"_id": "DAL20230562", "title": "DAL MD&A - Refinery Segment", "text": "A refinery is subject to annual EPA requirements to blend renewable fuels into the gasoline and on-road diesel fuel it produces. A refinery may meet its obligation by blending the necessary volumes of renewable fuels, by purchasing RINs in the open market or through a combination of blending and purchasing RINs. Because Monroe is able to blend only a small amount of renewable fuels, it must purchase the majority of its RINs requirement in the secondary market. Monroe incurred $323 million in RINs compliance costs during 2023, compared to $576 million incurred in 2022. Observable RINs prices declined during 2023 and we acquired RINs assets to satisfy substantially all of our 2023 RINs obligation."}
-{"_id": "DAL20230563", "title": "DAL MD&A - Refinery Segment", "text": "During 2023, we retired approximately $700 million of our 2021 and 2022 RINs assets to settle our 2021 and 2022 obligations prior to the compliance deadlines."}
-{"_id": "DAL20230564", "title": "DAL MD&A - Refinery Segment", "text": "For more information regarding the refinery's results, see Note 14 of the Notes to the Consolidated Financial Statements."}
-{"_id": "DAL20230580", "title": "DAL Operating Statistics", "text": " ########Year Ended December 31,#### Consolidated (1)####2023######2022## Revenue passenger miles (in millions)####232,241######195,480## Available seat miles (in millions)####272,033######233,226## Passenger mile yield####21.06##\u00a2####20.57##\u00a2 Passenger revenue per available seat mile (\"PRASM\")####17.98##\u00a2####17.24##\u00a2 Total revenue per available seat mile (\"TRASM\")####21.34##\u00a2####21.69##\u00a2 TRASM, adjusted (2)####20.10##\u00a2####19.55##\u00a2 Cost per available seat mile (\"CASM\")####19.31##\u00a2####20.12##\u00a2 CASM-Ex (2)####13.17##\u00a2####12.87##\u00a2 Passenger load factor####85##%####84##% Fuel gallons consumed (in millions)####3,926######3,412## Average price per fuel gallon (3)##$##2.82####$##3.36## Average price per fuel gallon, adjusted (2)(3)##$##2.83####$##3.36## Approximate full-time equivalent employees, end of period####103,000######95,000##"}
-{"_id": "DAL20230581", "title": "DAL Operating Statistics", "text": "(1)Includes the operations of our regional carriers under capacity purchase agreements. Full-time equivalent employees exclude employees of regional carriers that we do not own."}
-{"_id": "DAL20230582", "title": "DAL Operating Statistics", "text": "(2)Non-GAAP financial measures are defined and reconciled to TRASM, CASM and average fuel price per gallon, respectively, in \"Supplemental Information\" below."}
-{"_id": "DAL20230583", "title": "DAL Operating Statistics", "text": "(3)Includes the impact of refinery segment results and fuel hedge activity."}
-{"_id": "DAL20230587", "title": "DAL Financial Condition and Liquidity", "text": "As of December 31, 2023, we had $6.8 billion in cash, cash equivalents, short-term investments and aggregate principal amount committed and available to be drawn under our revolving credit facilities (\"liquidity\"). We expect to meet our liquidity needs for the next twelve months with cash and cash equivalents, short-term investments, restricted cash equivalents and cash flows from operations. We expect to meet our long-term liquidity needs with cash flows from operations and financing arrangements."}
-{"_id": "DAL20230590", "title": "DAL Operating Activities", "text": "Operating activities in 2023 provided $6.5 billion of cash flow compared to $6.4 billion in 2022. We expect to continue generating cash flows from operations during 2024."}
-{"_id": "DAL20230591", "title": "DAL Operating Activities", "text": "Our operating cash flow is impacted by the following factors:"}
-{"_id": "DAL20230592", "title": "DAL Operating Activities", "text": "Seasonality of Advance Ticket Sales. We sell tickets for air travel in advance of the customer's travel date. When we receive a cash payment at the time of sale, we record the cash received on advance sales as deferred revenue in air traffic liability. The air traffic liability typically increases during the winter and spring months as advanced ticket sales grow prior to the summer peak travel season and decreases during the summer and fall months."}
-{"_id": "DAL20230593", "title": "DAL Operating Activities", "text": "Fuel. Fuel expense represented approximately 21% of our total operating expense during 2023. The market price for jet fuel is volatile, which can impact the comparability of our periodic cash flows from operations. The average fuel price per gallon decreased in 2023. We expect elevated jet fuel prices in comparison to historical levels to continue during the beginning of 2024 due to current market conditions, further exacerbated by geopolitical events. As capacity increased throughout the year, fuel consumption was higher in 2023 than 2022 as well. We expect fuel consumption to increase in 2024 aligned with capacity, partially offset by improvements in the fuel efficiency of our fleet."}
-{"_id": "DAL20230594", "title": "DAL Operating Activities", "text": "We expect our commitment to environmental sustainability to depend on increased use of SAF, which is not presently available at scale or at prices competitive to jet fuel. While we do not expect a material adverse effect on our Consolidated Financial Statements in the near-term from the use of SAF, we are unable to predict the financial impact of increased use of SAF on our Consolidated Financial Statements over the longer term as government policies and incentives for, and sufficient third-party investment in, SAF are necessary to make its use in larger quantities commercially and economically feasible."}
-{"_id": "DAL20230595", "title": "DAL Operating Activities", "text": "Employee Benefit Obligations. We sponsor defined benefit pension plans for eligible employees and retirees. These plans are generally closed to new entrants and are frozen for future benefit accruals. Our funding obligations for these plans are governed by the Employee Retirement Income Security Act (\"ERISA\") and any applicable legislation. We had no minimum funding requirements in 2023, and have no such requirements in 2024. At the current level of funding, plan assets and investment returns are expected to satisfy a majority of future benefit payments. Estimates of future funding requirements are based on various assumptions and could vary materially from actual funding requirements. Assumptions include, among other things, the actual and projected market performance of assets, statutory requirements and demographic data for participants."}
-{"_id": "DAL20230596", "title": "DAL Operating Activities", "text": "In addition, we have employee benefit obligations relating primarily to projected future benefit payments from our unfunded postretirement and postemployment plans. See Note 9 of the Notes to the Consolidated Financial Statements for more information on our employee benefit obligations."}
-{"_id": "DAL20230597", "title": "DAL Operating Activities", "text": "Profit Sharing. Our broad-based employee profit sharing program provides that, for each year in which we have an annual pre-tax profit, as defined by the terms of the program, we will pay a specified portion of that profit to employees. In determining the amount of profit sharing, the program defines profit as pre-tax profit adjusted for profit sharing and certain other items."}
-{"_id": "DAL20230598", "title": "DAL Operating Activities", "text": "We pay profit sharing annually in February. We paid $563 million in 2023 to our employees in recognition of their contributions toward meeting our financial goals. During the year ended December 31, 2023, we recorded $1.4 billion in profit sharing expense based on 2023 pre-tax profit, which we will pay to employees in February 2024."}
-{"_id": "DAL20230601", "title": "DAL MD&A - Financial Condition and Liquidity", "text": "Contract Carrier Obligations. We have certain estimated minimum fixed obligations under capacity purchase agreements with third-party regional carriers. These minimum amounts are based on the required minimum levels of flying by the regional carriers under the respective agreements and assumptions regarding the costs associated with such minimum levels of flying. As of December 31, 2023 the total of these minimum amounts was $8.8 billion and range from approximately $1.3 billion to $1.6 billion on an annual basis over the next five years. See Note 10 of the Notes to the Consolidated Financial Statements for more information on our contract carrier obligations."}
-{"_id": "DAL20230602", "title": "DAL MD&A - Financial Condition and Liquidity", "text": "Operating Lease Obligations. As described further in Note 7 of the Notes to the Consolidated Financial Statements, as of December 31, 2023 we had a total of $9.2 billion of minimum operating lease obligations. These minimum lease payments range from approximately $800 million to $1.0 billion on an annual basis over the next five years."}
-{"_id": "DAL20230603", "title": "DAL MD&A - Financial Condition and Liquidity", "text": "New York-JFK Airport Expansion. We are enhancing and expanding our facilities at Terminal 4 of JFK to strengthen our competitive position and offer a premium travel experience for customers in New York City. Terminal 4 is operated by JFK International Air Terminal LLC (\"IAT\"), a private party, under its lease with the Port Authority of New York and New Jersey (\"Port Authority\"). We have a long-term agreement with IAT to sublease space in Terminal 4 through 2043."}
-{"_id": "DAL20230604", "title": "DAL MD&A - Financial Condition and Liquidity", "text": "In 2021, the Port Authority approved plans to renovate and expand Terminal 4 in order to facilitate Delta's relocation from Terminal 2 and consolidation of its operations into Terminal 4. The project is adding 10 new gates and other complementary facilities, including an additional Delta Sky Club and a new Delta premium lounge. The project is estimated to cost approximately $1.6 billion and will be funded primarily with bonds issued in 2022 by the New York Transportation Development Corporation (\"NYTDC\") for which our landlord, IAT, is the obligor. The majority of project costs are being used to expand or modify Delta's leased premises. Construction started in late 2021 and in 2023 we substantially completed a majority of Delta's portion of the project and consolidated all operations to Terminal 4."}
-{"_id": "DAL20230605", "title": "DAL MD&A - Financial Condition and Liquidity", "text": "Other Obligations. We have certain purchase obligations under which we are required to make minimum payments for goods and services, including, but not limited to, aviation-related, maintenance, insurance, marketing, technology, sponsorships and other third-party services and products. As of December 31, 2023, we had approximately $9.2 billion of such obligations, which range from approximately $300 million to $1.1 billion on an annual basis over the next five years."}
-{"_id": "DAL20230607", "title": "DAL Investing Activities", "text": "Short-Term Investments. In 2023, we redeemed a net of $2.2 billion in short-term investments. See Note 1 and Note 3 of the Notes to the Consolidated Financial Statements for further information on these investments."}
-{"_id": "DAL20230608", "title": "DAL Investing Activities", "text": "Capital Expenditures. Our capital expenditures (i.e., property and equipment additions in our Consolidated Statements of Cash Flows (\"cash flows statement\")) were $5.3 billion and $6.4 billion in 2023 and 2022, respectively. Our capital expenditures are primarily related to the purchases of aircraft, airport construction projects, fleet modifications and technology enhancements."}
-{"_id": "DAL20230609", "title": "DAL Investing Activities", "text": "We have committed to future aircraft purchases and have obtained, but are under no obligation to use, long-term financing commitments for a substantial portion of the purchase price of the aircraft. Excluding the New York-LaGuardia airport project discussed below, our expected 2024 capital spend of approximately $5 billion, which may vary depending on financing decisions, will be primarily for aircraft, including deliveries and advance deposit payments, as well as fleet modifications and technology enhancements. As described in Part I, Item 1. \"Business - Environmental Sustainability,\" aircraft fleet renewal is an important component of our environmental sustainability strategy and the path to achievement of our ambitious climate goals, which will continue to require extensive capital investment in future periods. See Note 10 of the Notes to the Consolidated Financial Statements for additional information regarding our aircraft purchase commitments, which totaled approximately $17.5 billion as of December 31, 2023."}
-{"_id": "DAL20230610", "title": "DAL Investing Activities", "text": "New York-LaGuardia Redevelopment. As part of the terminal redevelopment project at LaGuardia Airport, we are partnering with the Port Authority to replace Terminals C and D with a new state-of-the-art terminal facility consisting of 37 gates across four concourses connected to a central headhouse. The completed terminal redevelopment features a new, larger Delta Sky Club, wider concourses, more gate seating and nearly double the amount of concessions space than the prior terminals. The completed facility also offers direct access between the parking garage and terminal and improved roadways and drop-off/pick-up areas. Construction is underway and is being phased to limit passenger inconvenience."}
-{"_id": "DAL20230611", "title": "DAL Investing Activities", "text": "We have opened Concourse E, Concourse G, the headhouse (including the Delta Sky Club), the terminal roadways and portions of Concourse D and Concourse F. Due to an acceleration effort that commenced in 2020, substantial completion is expected by the end of 2024."}
-{"_id": "DAL20230614", "title": "DAL MD&A - Financial Condition and Liquidity", "text": "In connection with the redevelopment, during 2017, we entered into an amended and restated terminal lease with the Port Authority with a term through 2050. Pursuant to the lease agreement, as amended to date, we (1) are funding (through debt issuance and existing cash) and undertaking the design, management and construction of the terminal and certain off-premises supporting facilities, (2) are receiving a Port Authority contribution of approximately $500 million to facilitate construction of the terminal and other supporting infrastructure, (3) will be responsible for all operations and maintenance during the term of the lease and (4) will have preferential rights to all gates in the terminal subject to Port Authority requirements with respect to accommodation of designated carriers."}
-{"_id": "DAL20230615", "title": "DAL MD&A - Financial Condition and Liquidity", "text": "The project is expected to cost $4.3 billion and the total amount spent to date is approximately $3.7 billion. We currently expect our net project cost to be approximately $3.8 billion and we bear the risks of project construction, including any potential cost over-runs. We entered into loan agreements to fund a portion of the construction, which are recorded on our Consolidated Balance Sheets (\"balance sheets\") as debt with the proceeds reflected as restricted cash. Using funding primarily provided by these arrangements, we spent approximately $500 million, $650 million and $950 million during 2023, 2022 and 2021, respectively. We expect to spend approximately $500 million during 2024. See Note 6 of the Notes to the Consolidated Financial Statements for additional information on the debt related to the redevelopment project, including the $878 million of NYTDC Special Facilities Revenue Bonds, Series 2023 issued during 2023."}
-{"_id": "DAL20230616", "title": "DAL MD&A - Financial Condition and Liquidity", "text": "Los Angeles International Airport (\"LAX\") Construction. As part of the terminal redevelopment project at LAX, we are modernizing, upgrading, and providing post-security connection to Terminals 2 and 3. We announced this project and executed a modified lease agreement during 2016 with the City of Los Angeles (the \"City\"), which owns and operates LAX. This project includes a new centralized ticketing and arrival hall, a new security checkpoint, core infrastructure to support the City's planned airport people mover, ramp improvements and a post-security connector to the north side of the Tom Bradley International Terminal."}
-{"_id": "DAL20230617", "title": "DAL MD&A - Financial Condition and Liquidity", "text": "The project is expected to cost approximately $2.4 billion. A substantial majority of the project costs are being funded through the Regional Airports Improvement Corporation (\"RAIC\"), a California public benefit corporation, using a revolving credit facility provided by a group of lenders. The credit facility was executed in 2017 and we have guaranteed the obligations of the RAIC under the credit facility. During 2023, the revolving credit facility agreement was amended and the revolver capacity was reduced to $626 million. Loans made under the credit facility are being repaid with the proceeds from the City\u2019s purchase of completed project assets. Under the lease agreement and subsequent project component approvals by the City's Board of Airport Commissioners, the City has appropriated to date approximately $1.8 billion to purchase completed project assets, representing the maximum allowable reimbursement by the City. Costs incurred in excess of the $1.8 billion maximum will not be reimbursed by the City. We currently expect our net project costs to be approximately $600 million, of which approximately $350 million has been reflected as investing activities and approximately $200 million as operating activities in our cash flows statement since the project started in 2017."}
-{"_id": "DAL20230618", "title": "DAL MD&A - Financial Condition and Liquidity", "text": "In 2020, we enhanced the project\u2019s scope to include a more customer-friendly design of Terminal 3, an expanded Delta Sky Club and baggage system upgrades designed to increase the terminals\u2019 operational efficiency going forward. In 2023, we substantially completed all construction for this project."}
-{"_id": "DAL20230619", "title": "DAL MD&A - Financial Condition and Liquidity", "text": "Wheels Up. We announced an expanded strategic partnership with Wheels Up, which included an agreement for a new credit facility to Wheels Up. This new credit facility is comprised of a $390 million term loan, of which we contributed $150 million and several other lenders contributed the remaining $240 million, and a $100 million liquidity facility that we made available to Wheels Up in the event the company's liquidity falls below $100 million. Our $150 million cash contribution was reflected as an investing outflow in our cash flows statement."}
-{"_id": "DAL20230621", "title": "DAL Financing Activities", "text": "Debt and Finance Leases. In 2023, we had cash outflows of approximately $4.1 billion related to repayments of our debt and finance leases, including early repayment activities of $1.4 billion in principal for the repurchase of various secured and unsecured notes and the SkyMiles Term Loan through repurchases on the open market and $585 million in early principal repayments on various notes secured by aircraft. We will continue to seek opportunities to pre-pay our debt, in addition to periodic amortization payments and scheduled maturities, during 2024 and beyond."}
-{"_id": "DAL20230622", "title": "DAL Financing Activities", "text": "In the March 2023 quarter, both Fitch and S&P credit rating agencies upgraded our debt rating outlooks to stable and positive, respectively. In the September 2023 quarter, S&P upgraded our credit rating to BB+."}
-{"_id": "DAL20230623", "title": "DAL Financing Activities", "text": "The principal amount of our debt and finance leases was $20.1 billion at December 31, 2023."}
-{"_id": "DAL20230626", "title": "DAL MD&A - Financial Condition and Liquidity", "text": "Future Debt Obligations. As described further in Note 6 of the Notes to the Consolidated Financial Statements, as of December 31, 2023, scheduled maturities of our debt in 2024 and 2025 were $2.6 billion and $2.0 billion, respectively, with maturities from 2026 through 2028 ranging between $1.9 billion and $2.6 billion annually. As of December 31, 2023, scheduled maturities after 2028 aggregate to $7.2 billion. In addition, we are obligated to make periodic interest payments at fixed and variable rates, depending on the terms of the applicable debt agreements. Based on applicable interest rates and scheduled debt maturities as of December 31, 2023, these interest obligations total approximately $4.0 billion and range from approximately $300 million to $800 million on an annual basis over the next five years. We will continue to seek opportunities to pre-pay our debt, in addition to periodic amortization payments and scheduled maturities, during 2024 and beyond."}
-{"_id": "DAL20230627", "title": "DAL MD&A - Financial Condition and Liquidity", "text": "Finance Lease Obligations. As described further in Note 7 of the Notes to the Consolidated Financial Statements, as of December 31, 2023 we had a total of $1.6 billion of minimum finance lease obligations. These minimum lease payments range from approximately $200 million to $400 million on an annual basis over the next five years."}
-{"_id": "DAL20230628", "title": "DAL MD&A - Financial Condition and Liquidity", "text": "Capital Returns to Shareholders. During 2023, we re-instated our quarterly dividend program with $0.10 per share payments in both the September 2023 and December 2023 quarters, resulting in total dividend payments during the year ended December 31, 2023 of $128 million."}
-{"_id": "DAL20230629", "title": "DAL MD&A - Financial Condition and Liquidity", "text": "On February 8, 2024, the Board of Directors approved and we will pay a quarterly dividend of $0.10 per share on March 18, 2024 to shareholders of record as of February 26, 2024."}
-{"_id": "DAL20230630", "title": "DAL MD&A - Financial Condition and Liquidity", "text": "Undrawn Lines of Credit. As of December 31, 2023 we had approximately $2.9 billion undrawn and available under our revolving credit facilities. In addition, we had $450 million of outstanding letters of credit as of December 31, 2023 that did not affect the availability under our revolvers."}
-{"_id": "DAL20230631", "title": "DAL MD&A - Financial Condition and Liquidity", "text": "Covenants. We were in compliance with the covenants in our debt agreements at December 31, 2023. See Note 6 of the Notes to the Consolidated Financial Statements for more information on the covenants in our debt agreements."}
-{"_id": "DAL20230635", "title": "DAL Critical Accounting Estimates", "text": "Our critical accounting estimates are those estimates made in accordance with generally accepted accounting principles in the U.S. (\"GAAP\") that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our consolidated results of operations or financial condition. Accordingly, the actual results may differ materially from these estimates. For a discussion of our significant accounting policies, see Note 1 of the Notes to the Consolidated Financial Statements, unless otherwise noted below."}
-{"_id": "DAL20230637", "title": "DAL Loyalty Program", "text": "Our SkyMiles loyalty program generates customer loyalty by rewarding customers with incentives to travel on Delta. This program allows customers to earn miles by flying on Delta, Delta Connection carriers and other airlines that participate in the loyalty program. When traveling, customers earn miles primarily based on the passenger's loyalty program status, fare class and ticket price. Customers can also earn miles through participating companies. Miles are redeemable by customers in future periods for air travel on Delta and other participating airlines, access to Delta Sky Club and other program awards. To facilitate transactions with participating companies, we sell miles to non-airline businesses and other airlines."}
-{"_id": "DAL20230638", "title": "DAL Loyalty Program", "text": "The loyalty program includes two types of transactions that are considered revenue arrangements with multiple performance obligations (1) passenger ticket sales earning miles and (2) sale of miles to participating companies."}
-{"_id": "DAL20230639", "title": "DAL Loyalty Program", "text": "Passenger Ticket Sales Earning Miles. Passenger ticket sales earning miles provide customers with (1) miles earned and (2) air transportation, which are each considered performance obligations. We value each performance obligation on a standalone basis. To value the miles earned, we consider the quantitative value a passenger receives by redeeming miles for a ticket rather than paying cash, which is referred to as equivalent ticket value (\"ETV\"). Our estimate of ETV is adjusted for miles that are not likely to be redeemed (\"mileage breakage\"). We use statistical models to estimate mileage breakage based on historical redemption patterns. A change in assumptions regarding the redemption activity for miles or the estimated fair value of miles expected to be redeemed could have a material impact on our revenue in the year in which the change occurs and in future years. We recognize mileage breakage proportionally during the period in which the remaining miles are actually redeemed."}
-{"_id": "DAL20230640", "title": "DAL Loyalty Program", "text": "At December 31, 2023, the aggregate deferred revenue balance associated with the SkyMiles program was $8.4 billion. A hypothetical 10% change in the number of outstanding miles estimated to be redeemed would result in an impact of less than 1% of total operating revenue recognized for the year ended December 31, 2023."}
-{"_id": "DAL20230641", "title": "DAL Loyalty Program", "text": "We defer revenue for the miles when earned and recognize loyalty travel awards in passenger revenue as the miles are redeemed and transportation is provided. We record the air transportation portion of the passenger ticket sales in air traffic liability and recognize passenger revenue when we provide transportation or if the ticket goes unused. A hypothetical 10% increase in our estimate of the ETV of a mile would have decreased total operating revenue by less than 1% for the year ended December 31, 2023, as a result of an increase in the amount of revenue deferred associated with the miles earned."}
-{"_id": "DAL20230642", "title": "DAL Loyalty Program", "text": "Sale of Miles to Participating Companies. Customers earn miles based on their spending with participating companies, such as credit card, retail, ridesharing, car rental and hotel companies, with which we have marketing agreements to sell miles. Our contracts to sell miles under these marketing agreements have multiple performance obligations. Payments are typically due to us monthly based on the volume of miles sold during the period, and the initial terms of our marketing contracts are from one to thirteen years. During the years ended December 31, 2023, 2022 and 2021, total cash sales from marketing agreements related to our loyalty program were $6.9 billion, $5.7 billion and $4.1 billion, respectively, which are allocated to travel and other performance obligations, as discussed below."}
-{"_id": "DAL20230643", "title": "DAL Loyalty Program", "text": "Our most significant contract to sell miles relates to our co-brand credit card relationship with American Express. Our agreements with American Express provide for joint marketing, grant certain benefits to Delta-American Express co-branded credit card holders (\"cardholders\") and American Express Membership Rewards program participants, and allow American Express to market its services or products using our customer database. Cardholders earn miles for making purchases using co-branded cards, and certain cardholders may also check their first bag for free, are granted discounted access to Delta Sky Club lounges and receive priority boarding and other benefits while traveling on Delta. Additionally, participants in the American Express Membership Rewards program may exchange their points for miles under the loyalty program. We sell miles at agreed-upon rates to American Express which are then provided to their customers under the co-brand credit card program and the Membership Rewards program."}
-{"_id": "DAL20230646", "title": "DAL MD&A - Critical Accounting Estimates", "text": "We account for marketing agreements, including those with American Express, by allocating the consideration to the individual products and services delivered. We allocate the value based on the relative selling prices of those products and services, which generally consist of award travel, priority boarding, baggage fee waivers, lounge access and the use of our brand. We determine our best estimate of the selling prices by using a discounted cash flow analysis using multiple inputs and assumptions, including (1) the expected number of miles awarded and number of miles redeemed, (2) ETV for the award travel obligation adjusted for mileage breakage, (3) published rates on our website for baggage fees, discounted access to Delta Sky Club lounges and other benefits while traveling on Delta, (4) brand value (using estimated royalties generated from the use of our brand) and (5) volume discounts provided to certain partners."}
-{"_id": "DAL20230647", "title": "DAL MD&A - Critical Accounting Estimates", "text": "We defer the amount allocated to award travel as part of loyalty program deferred revenue and recognize loyalty travel awards in passenger revenue as the miles are redeemed and transportation is provided. Revenue allocated to services performed in conjunction with a passenger\u2019s flight, such as baggage fee waivers, is recognized as travel-related services in passenger revenue when the related service is performed. Revenue allocated to Delta Sky Club lounge access is recognized as miscellaneous in other revenue as access is provided. Revenue allocated to the remaining performance obligations, primarily brand value, is recorded as loyalty program in other revenue as miles are delivered."}
-{"_id": "DAL20230648", "title": "DAL MD&A - Critical Accounting Estimates", "text": "The timing of mile redemptions can vary widely; however, the majority of new miles have historically been redeemed within two years of being earned. The loyalty program deferred revenue classified as a current liability represents our estimate of revenue expected to be recognized in the next twelve months based on projected redemptions, while the balance classified as a noncurrent liability represents our estimate of revenue expected to be recognized beyond twelve months."}
-{"_id": "DAL20230649", "title": "DAL MD&A - Critical Accounting Estimates", "text": "For additional information on our significant accounting policies related to the loyalty program, see Note 2 of the Notes to the Consolidated Financial Statements."}
-{"_id": "DAL20230651", "title": "DAL Passenger Ticket Sales", "text": "We defer sales of passenger tickets to be flown by us or that we sell on behalf of other airlines in our air traffic liability. Passenger revenue is recognized when we provide transportation. For tickets that we sell on behalf of other airlines, we reduce the air traffic liability when consideration is remitted to those airlines. The air traffic liability primarily includes sales of passenger tickets with scheduled departure dates in the future and travel credits, which can be applied as payment toward the cost of a ticket. We periodically evaluate the estimated air traffic liability and may record adjustments in our Consolidated Statement of Operations (\"income statement\"). These adjustments relate primarily to tickets that expire unused (\"ticket breakage\"), refunds, exchanges, transactions with other airlines and other items for which final settlement occurs in periods subsequent to the sale of the related tickets at amounts other than the original sales price."}
-{"_id": "DAL20230652", "title": "DAL Passenger Ticket Sales", "text": "We estimate the value of ticket breakage and recognize revenue at the scheduled flight date. Our ticket breakage estimates are primarily based on historical experience, ticket contract terms and customers\u2019 travel behavior. At December 31, 2023, the aggregate air traffic liability balance was $7.0 billion. A hypothetical 10% change in the amount of tickets estimated to expire unused would result in an impact of less than 1% of total operating revenue for the year ended December 31, 2023."}
-{"_id": "DAL20230653", "title": "DAL Passenger Ticket Sales", "text": "For additional information on our significant accounting policies related to passenger ticket sales, see Note 2 of the Notes to the Consolidated Financial Statements."}
-{"_id": "DAL20230655", "title": "DAL Goodwill and Indefinite-Lived Intangible Assets", "text": "We apply a fair value-based impairment test to the carrying value of goodwill and indefinite-lived intangible assets on an annual basis (as of October 1) and, if certain events or circumstances indicate that an impairment loss may have been incurred, on an interim basis. We assess the value of our goodwill and indefinite-lived assets under either a qualitative or quantitative approach. Under a qualitative approach, we consider various market factors, including certain of the key assumptions listed below. We analyze these factors to determine if events and circumstances have affected the fair value of goodwill and indefinite-lived intangible assets. If we determine that it is more likely than not that the asset may be impaired, we use the quantitative approach to assess the asset's fair value and the amount of the impairment. Under a quantitative approach, we calculate the fair value of the asset incorporating the key assumptions listed below into our calculation."}
-{"_id": "DAL20230658", "title": "DAL MD&A - Critical Accounting Estimates", "text": "When we evaluate goodwill for impairment using a quantitative approach, we estimate the fair value of the reporting unit by considering both comparable public company multiples (a market approach) and projected discounted future cash flows (an income approach). When we perform a quantitative impairment assessment of our indefinite-lived intangible assets, fair value is estimated based on (1) recent market transactions, where available, (2) the royalty method for the Delta tradename (which assumes hypothetical royalties generated from using our tradename) or (3) projected discounted future cash flows (an income approach)."}
-{"_id": "DAL20230659", "title": "DAL MD&A - Critical Accounting Estimates", "text": "Key Assumptions. The key assumptions in our impairment tests include (1) forecasted revenues, expenses and cash flows, (2) current discount rates, (3) observable market transactions and (4) anticipated changes to the regulatory environment (e.g., changes in slot access and/or availability, additional Open Skies agreements or changes to antitrust approvals). These assumptions are consistent with those that hypothetical market participants would use. Because we are required to make estimates and assumptions when evaluating goodwill and indefinite-lived intangible assets for impairment, actual transaction amounts may differ materially from these estimates. In addition, when performing a qualitative valuation, we consider the amount by which the intangible assets' fair values exceeded their respective carrying values in the most recent fair value measurements calculated using a quantitative approach."}
-{"_id": "DAL20230660", "title": "DAL MD&A - Critical Accounting Estimates", "text": "Changes in certain events and circumstances could result in impairment or a change from indefinite-lived to definite-lived. Factors which could cause impairment include, but are not limited to (1) negative trends in our market capitalization, (2) reduced profitability resulting from lower passenger mile yields or higher input costs (primarily related to fuel and employees), (3) lower passenger demand as a result of weakened U.S. and global economies or other factors, (4) interruption to our operations due to a prolonged employee strike, terrorist attack or other reasons, (5) changes to the regulatory environment (e.g., changes in slot access and/or availability, additional Open Skies agreements or changes to antitrust approvals), (6) competitive changes by other airlines and (7) strategic changes to our operations leading to diminished utilization of the intangible assets."}
-{"_id": "DAL20230661", "title": "DAL MD&A - Critical Accounting Estimates", "text": "Goodwill. Our goodwill balance, which is related to the airline segment, was $9.8 billion at December 31, 2023."}
-{"_id": "DAL20230662", "title": "DAL MD&A - Critical Accounting Estimates", "text": "Identifiable Intangible Assets. Our identifiable intangible assets, which are related to the airline segment, had a net carrying amount of $6.0 billion at December 31, 2023, of which $5.9 billion related to indefinite-lived intangible assets. Indefinite-lived assets are not amortized and consist of routes, slots, the Delta tradename and assets related to alliances and collaborative arrangements. Definite-lived assets consist primarily of marketing and maintenance service agreements."}
-{"_id": "DAL20230663", "title": "DAL MD&A - Critical Accounting Estimates", "text": "In 2023, we performed quantitative assessments of our goodwill and indefinite-lived intangible assets, including applicable factors noted in \"Key Assumptions\" above, and determined that there was no indication that the assets were impaired as the fair value of each asset exceeded its carrying value by at least 20%. Assumptions are sensitive to uncertainty about future events, the macroeconomic environment and other market-based risk factors. A change in key assumptions such as the discount rate or projected future revenues, expenses and cash flows could materially affect the determination of fair values. Management evaluated estimates and assumptions used in the valuations, considering market and industry-specific conditions."}
-{"_id": "DAL20230664", "title": "DAL MD&A - Critical Accounting Estimates", "text": "For additional information on our goodwill and indefinite-lived intangible assets' significant accounting policies and the related fair values and book values, see Note 5 of the Notes to the Consolidated Financial Statements."}
-{"_id": "DAL20230666", "title": "DAL Defined Benefit Pension Plans", "text": "We sponsor defined benefit pension plans for eligible employees and retirees. These plans are generally closed to new entrants and frozen for future benefit accruals. As of December 31, 2023, the unfunded benefit obligation for these plans recorded on our balance sheets was $145 million, which is the net of our benefit obligation of $15.9 billion and plan assets of $15.8 billion. We had no minimum funding requirements in 2023, and have no such requirements in 2024. The most critical assumptions impacting our defined benefit pension plan obligations, plan assets and net periodic cost/(benefit) are the discount rate, the expected long-term rate of return on plan assets and life expectancy of plan participants."}
-{"_id": "DAL20230667", "title": "DAL Defined Benefit Pension Plans", "text": "Discount Rate. We determine our discount rate on our measurement date primarily by reference to annualized rates earned on high-quality fixed income investments and yield-to-maturity analyses specific to our estimated future benefit payments for each plan. We used a weighted average discount rate to value the obligations of 5.31% and 5.62% at December 31, 2023 and 2022, respectively."}
-{"_id": "DAL20230670", "title": "DAL MD&A - Critical Accounting Estimates", "text": "Expected Long-Term Rate of Return. Our expected long-term rate of return on plan assets is based primarily on plan-specific investment studies using historical market return and volatility data. Modest excess return expectations versus some public market indices are incorporated into the return projections based on the actively managed structure of the investment programs and their records of achieving such returns historically. We also expect to receive a premium for investing in less liquid private markets. We review our rate of return on plan assets assumptions annually."}
-{"_id": "DAL20230671", "title": "DAL MD&A - Critical Accounting Estimates", "text": "The investment strategy for our defined benefit pension plan assets is to earn a long-term return that meets or exceeds our annualized return target while taking an acceptable level of risk and maintaining sufficient liquidity to pay current benefits and other cash obligations of the plan. This is achieved by investing in a globally diversified mix of public and private equity, fixed income, real assets, hedge funds and other assets and instruments. The expected long-term rate of return on our defined benefit pension plan assets is 7.00%."}
-{"_id": "DAL20230678", "title": "DAL MD&A - Critical Accounting Estimates", "text": "The impact of a 0.50% change in weighted average discount rate and 1.00% change in expected long-term rate of return on assets are shown in the table below: Benefit plan effects of change in assumptions used############ Change in Assumption####Effect on 2024 Pension Cost/(Benefit)######Effect on Accrued Pension Liability at December 31, 2023## 0.50% decrease in weighted average discount rate##$##(5)##million##$##742##million 0.50% increase in weighted average discount rate##$##1##million##$##(685)##million 1.00% decrease in expected long-term rate of return on assets##$##150##million##$##\u2014## 1.00% increase in expected long-term rate of return on assets##$##(150)##million##$##\u2014##"}
-{"_id": "DAL20230679", "title": "DAL MD&A - Critical Accounting Estimates", "text": "Life Expectancy. Changes in life expectancy may significantly impact our benefit obligations and future net periodic cost/(benefit). Each year we review information published by the Society of Actuaries and other publicly available information to develop our best estimate of life expectancy for purposes of measuring pension and other postretirement and postemployment benefit obligations."}
-{"_id": "DAL20230680", "title": "DAL MD&A - Critical Accounting Estimates", "text": "Funding. Our funding obligations for qualified defined benefit plans are governed by ERISA and any applicable legislation. Under the Pension Protection Act of 2006, we elected alternative funding rules so that the unfunded liability for a frozen defined benefit plan may be amortized over a fixed 17-year period and is calculated using an 8.85% discount rate until the 17-year period expires for all frozen defined benefit plans by the end of 2024. Upon expiration, under legislation passed in 2021, any required funding would be amortized over a rolling 15-year period and calculated using a discount rate of no less than 4.75% through 2030."}
-{"_id": "DAL20230681", "title": "DAL MD&A - Critical Accounting Estimates", "text": "While this recent legislation makes our funding obligations for these plans more predictable, factors outside our control continue to have an impact on the funding requirements. Estimates of future funding requirements are based on various assumptions and can vary materially from actual funding requirements. Assumptions include, among other things, the actual and projected market performance of assets, statutory requirements and demographic data for participants."}
-{"_id": "DAL20230682", "title": "DAL MD&A - Critical Accounting Estimates", "text": "Investments Valued at Net Asset Value (\"NAV\") Per Share. On an annual basis we assess the potential for adjustments to the fair value of all investments. These investments valued using NAV as a practical expedient are typically valued on a monthly or quarterly basis by third-party administrators, valuation agents or fund managers with an annual audit performed by an independent third-party, but certain of these investments have a lag in the availability of data. We solicit valuation updates from the investment fund managers and use their information and corroborating data from public markets to determine any needed fair value adjustments."}
-{"_id": "DAL20230683", "title": "DAL MD&A - Critical Accounting Estimates", "text": "For additional information on our significant accounting policies related to defined benefit pension plans, see Note 9 of the Notes to the Consolidated Financial Statements."}
-{"_id": "DAL20230688", "title": "DAL Standards Effective in Future Years", "text": "Fair Value of Equity Investments. In June 2022, the Financial Accounting Standards Board (\"FASB\") issued Accounting Standards Update (\"ASU\") No. 2022-03, \"Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.\" Under this standard, a contractual restriction on the sale of an equity security is not considered in measuring the security's fair value. The standard also requires certain disclosures for equity securities that are subject to contractual restrictions. The ASU becomes effective January 1, 2024, however we early adopted this standard as of December 31, 2023. The new standard does not impact the valuation of our equity investments, but we have included the newly required disclosures related to the contractual sale restrictions associated with our investment in Wheels Up. See Note 4 of the Notes to the Consolidated Financial Statements for additional details."}
-{"_id": "DAL20230689", "title": "DAL Standards Effective in Future Years", "text": "Segment Reporting. In November 2023, the FASB issued ASU No. 2023-07, \"Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.\" This standard requires disclosure of significant segment expenses and other segment items by reportable segment. This ASU becomes effective for annual periods beginning in 2024 and interim periods in 2025. We are assessing the impact of this ASU and upon adoption expect that any impact would be limited to additional segment expense disclosures in the footnotes to our Consolidated Financial Statements."}
-{"_id": "DAL20230690", "title": "DAL Standards Effective in Future Years", "text": "Income Taxes. In December 2023, the FASB issued ASU No. 2023-09, \"Income Taxes (Topic 740): Improvements to Income Tax Disclosures.\" This standard enhances disclosures related to income taxes, including the rate reconciliation and information on income taxes paid. This ASU becomes effective January 1, 2025. We are assessing the impact of this ASU and upon adoption may be required to include certain additional disclosures in the footnotes to our Consolidated Financial Statements."}
-{"_id": "DAL20230694", "title": "DAL Supplemental Information", "text": "We sometimes use information (\"non-GAAP financial measures\") that is derived from the Consolidated Financial Statements, but that is not presented in accordance with GAAP. Under the U.S. Securities and Exchange Commission rules, non-GAAP financial measures may be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results."}
-{"_id": "DAL20230710", "title": "DAL Supplemental Information", "text": "Included below are reconciliations of non-GAAP measures used within this Form 10-K to the most directly comparable GAAP financial measures. Reconciliations below may not calculate exactly due to rounding. These reconciliations include certain adjustments to GAAP measures to provide comparability between the reported periods, if applicable, as indicated below: \u2022MTM adjustments and settlements on hedges. Mark-to-market (\"MTM\") adjustments are defined as fair value changes recorded in periods other than the settlement period. Such fair value changes are not necessarily indicative of the actual settlement value of the underlying hedge in the contract settlement period, and therefore we remove this impact to allow investors to better understand and analyze our core performance. Settlements represent cash received or paid on hedge contracts settled during the applicable period. \u2022One-time pilot agreement expenses. During 2023, Delta pilots ratified a new four-year Pilot Working Agreement effective January 1, 2023. The agreement includes a provision for a one-time payment made upon ratification in the March 2023 quarter of $735 million. Additionally, we recorded adjustments to other benefit-related items of approximately $130 million. Adjusting for these expenses allows investors to better understand and analyze our core cost performance. \u2022Restructuring charges. During 2020, we recorded restructuring charges for items such as fleet impairments and voluntary early retirement and separation programs following strategic business decisions in response to the COVID-19 pandemic. During 2022, we recognized adjustments to certain of those restructuring charges, representing changes in our estimates. \u2022Third-party refinery sales. Refinery sales to third parties, and related expenses, are not related to our airline segment. Excluding these sales therefore provides a more meaningful comparison of our airline operations to the rest of the airline industry. \u2022Aircraft fuel and related taxes. The volatility in fuel prices impacts the comparability of year-over-year financial performance. The adjustment for aircraft fuel and related taxes allows investors to better understand and analyze our non-fuel costs and year-over-year financial performance. \u2022Profit sharing. We adjust for profit sharing because this adjustment allows investors to better understand and analyze our recurring cost performance and provides a more meaningful comparison of our core operating costs to the airline industry. Operating income, adjusted reconciliation######## ######Year Ended December 31,## (in millions)####2023####2022 Operating income##$##5,521##$##3,661 Adjusted for:######## MTM adjustments and settlements on hedges####(52)####29 One-time pilot agreement expenses####864####\u2014 Restructuring charges####\u2014####(124) Operating income, adjusted##$##6,334##$##3,566"}
-{"_id": "DAL20230755", "title": "DAL MD&A - Supplemental Information", "text": " ####Total revenue, adjusted reconciliation#### ######Year Ended December 31,## (in millions)####2023####2022 Total revenue##$##58,048##$##50,582 Adjusted for:######## Third-party refinery sales####(3,379)####(4,977) Total revenue, adjusted##$##54,669##$##45,605 Operating expense, adjusted reconciliation######## ######Year Ended December 31,## (in millions)####2023####2022 Operating expense##$##52,527##$##46,921 Adjusted for:######## Third-party refinery sales####(3,379)####(4,977) MTM adjustments and settlements on hedges####52####(29) One-time pilot agreement charges####(864)####\u2014 Restructuring charges####\u2014####124 Operating expense, adjusted##$##48,335##$##42,039 ##########Fuel expense, adjusted and Average fuel price per gallon, adjusted reconciliations## ############ ######Year Ended December 31,######Year Ended December 31, (in millions, except per gallon data)####2023####2022#### Total fuel expense##$##11,069##$##11,482#### Adjusted for:############ MTM adjustments and settlements on hedges####52####(29)#### Total fuel expense, adjusted##$##11,121##$##11,453#### TRASM, adjusted reconciliation########## ######Year Ended December 31,#### (in cents)##2023######2022## TRASM##21.34##\u00a2####21.69##\u00a2 Adjusted for:########## Third-party refinery sales##(1.24)######(2.13)## TRASM, adjusted##20.10##\u00a2####19.55##\u00a2 CASM-Ex reconciliation########## ######Year Ended December 31,#### (in cents)##2023######2022## CASM##19.31##\u00a2####20.12##\u00a2 Adjusted for:########## Third-party refinery sales##(1.24)######(2.13)## Aircraft fuel and related taxes##(4.07)######(4.92)## Profit sharing##(0.51)######(0.24)## One-time pilot agreement expenses##(0.32)######\u2014## Restructuring charges##\u2014######0.05## CASM-Ex##13.17##\u00a2####12.87##\u00a2"}
-{"_id": "DAL20230776", "title": "DAL Free Cash Flow", "text": "The following table shows a reconciliation of net cash provided by operating activities (a GAAP measure) to free cash flow (a non-GAAP financial measure). We present free cash flow because management believes this metric is helpful to investors to evaluate the company's ability to generate cash that is available for use for debt service or general corporate initiatives. Adjustments include: \u2022Net redemptions of short-term investments. Net redemptions of short-term investments represent the net purchase and sale activity of investments and marketable securities in the period, including gains and losses. We adjust for this activity to provide investors a better understanding of the company's free cash flow generated by our operations. \u2022Strategic investments and related. Cash flows related to our investments in and related transactions with other airlines are included in our GAAP investing activities. We adjust for this activity because it provides a more meaningful comparison to our airline industry peers. \u2022Net cash flows related to certain airport construction projects and other. Cash flows related to certain airport construction projects are included in our GAAP operating activities and capital expenditures. We have adjusted for these items because management believes investors should be informed that a portion of these capital expenditures from airport construction projects are either reimbursed by a third-party or funded with restricted cash specific to these projects. \u2022Financed aircraft acquisitions. This adjustment reflects aircraft deliveries that are leased as capital expenditures. The adjustment is based on their original contractual purchase price or an estimate of the aircraft's fair value and provides a more meaningful view of our investing activities. \u2022Pilot agreement payment. In the March 2023 quarter, Delta pilots ratified a new four-year Pilot Working Agreement effective January 1, 2023. The agreement includes a provision for a one-time payment made upon ratification in the March 2023 quarter of $735 million. Adjusting for this item provides investors a better understanding of our recurring free cash flow generated by our operations. Free cash flow reconciliation#### ####Year Ended December 31, (in millions)####2023 Net cash provided by operating activities##$##6,464 Net cash used in investing activities####(3,148) Adjusted for:#### Net redemptions of short-term investments####(2,235) Strategic investments and related####152 Net cash flows related to certain airport construction projects and other####496 Financed aircraft acquisitions####(461) Pilot agreement payment####735 Free cash flow##$##2,003"}
-{"_id": "DAL20230780", "title": "DAL Glossary of Defined Terms", "text": "ASM - Available Seat Mile. A measure of capacity. ASMs equal the total number of seats available for transporting passengers during a reporting period multiplied by the total number of miles flown during that period."}
-{"_id": "DAL20230781", "title": "DAL Glossary of Defined Terms", "text": "CASM - (Total Operating) Cost per Available Seat Mile. The amount of operating cost incurred per ASM during a reporting period. CASM is also referred to as \"unit cost.\""}
-{"_id": "DAL20230782", "title": "DAL Glossary of Defined Terms", "text": "CASM-Ex - The amount of operating cost incurred per ASM during a reporting period, adjusted for the items shown above in \"Supplemental Information.\""}
-{"_id": "DAL20230783", "title": "DAL Glossary of Defined Terms", "text": "Free Cash Flow - A measure of net cash from operating and investing activities, adjusted for items shown above in \"Supplemental Information.\" Represents the cash available for use for debt service or general corporate initiatives."}
-{"_id": "DAL20230784", "title": "DAL Glossary of Defined Terms", "text": "Liquidity - Includes our cash and cash-like assets, including cash equivalents and short-term investments, as well as aggregate principal amount committed and available to be drawn under our revolving credit facilities."}
-{"_id": "DAL20230785", "title": "DAL Glossary of Defined Terms", "text": "Load Factor - A measure of utilized available seating capacity calculated by dividing RPMs by ASMs for a reporting period."}
-{"_id": "DAL20230786", "title": "DAL Glossary of Defined Terms", "text": "Passenger Mile Yield or Yield - The amount of passenger revenue earned per RPM during a reporting period."}
-{"_id": "DAL20230787", "title": "DAL Glossary of Defined Terms", "text": "PRASM - Passenger Revenue per ASM. The amount of passenger revenue earned per ASM during a reporting period. PRASM is also referred to as \"passenger unit revenue.\""}
-{"_id": "DAL20230788", "title": "DAL Glossary of Defined Terms", "text": "RPM - Revenue Passenger Mile. One revenue-paying passenger transported one mile is one RPM. RPMs equal the number of revenue passengers during a reporting period multiplied by the number of miles flown by those passengers during that period. RPMs are also referred to as \"traffic.\""}
-{"_id": "DAL20230789", "title": "DAL Glossary of Defined Terms", "text": "TRASM - Total Revenue per ASM. The amount of total revenue earned per ASM during a reporting period."}
-{"_id": "DAL20230790", "title": "DAL Glossary of Defined Terms", "text": "TRASM, adjusted - The amount of total revenue earned per ASM during a reporting period, adjusted for the item shown above in \"Supplemental Information.\""}
-{"_id": "DAL20230794", "title": "DAL QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK", "text": "We have market risk exposure related to fuel prices, interest rates, foreign currency exchange rates and changes in the market value of equity investments. Market risk is the potential negative impact of adverse changes in these prices or rates on our Consolidated Financial Statements. In an effort to manage our exposure to these risks, we may enter into derivative contracts and may adjust our derivative portfolio as market conditions change. See Note 3 of the Notes to the Consolidated Financial Statements for further information on our derivative contracts. We expect adjustments to the fair value of financial instruments to result in ongoing volatility in earnings and stockholders' equity."}
-{"_id": "DAL20230795", "title": "DAL QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK", "text": "The following sensitivity analyses do not consider the effects of a change in demand for air travel, the economy as a whole or actions we may take to seek to mitigate our exposure to a particular risk. For these and other reasons, the actual results of changes in these prices or rates may differ materially from the following hypothetical results."}
-{"_id": "DAL20230797", "title": "DAL Fuel Price Risk", "text": "Changes in fuel prices materially impact our results of operations. A one cent increase in the cost of jet fuel per gallon would result in approximately $40 million of additional annual fuel expense based on annual consumption of approximately four billion gallons of jet fuel. Our derivative contracts to hedge the financial risk from changing fuel prices are related to Monroe\u2019s inventory."}
-{"_id": "DAL20230799", "title": "DAL Interest Rate Risk", "text": "Our exposure to market risk from adverse changes in interest rates is primarily associated with our debt and lease obligations. Market risk associated with our fixed-rate debt relates to the potential reduction in fair value from an increase in interest rates. Market risk associated with our variable-rate debt and variable-rate leases relates to the potential negative impact to future earnings from an increase in interest rates."}
-{"_id": "DAL20230800", "title": "DAL Interest Rate Risk", "text": "At December 31, 2023, we had $16.8 billion of fixed-rate debt, $1.9 billion of variable-rate debt and $583 million of variable-rate leases. The rates used in our variable-rate debt are based on SOFR, or another index rate, which in certain cases is subject to a floor. At December 31, 2023 we no longer had LIBOR-based debt or finance leases. An increase of 100 basis points in average annual interest rates would have decreased the estimated fair value of our fixed-rate debt by $716 million at December 31, 2023 and would have increased the annual interest expense on our variable-rate debt and variable-rate leases by $25 million."}
-{"_id": "DAL20230802", "title": "DAL Foreign Currency Exchange Risk", "text": "We are subject to foreign currency exchange rate risk because we have revenue, expense and equity investments denominated in foreign currencies. To manage exchange rate risk, we execute both our international revenue and expense transactions in the same foreign currency to the extent practicable. From time to time, we may also enter into foreign currency option and forward contracts."}
-{"_id": "DAL20230803", "title": "DAL Foreign Currency Exchange Risk", "text": "At December 31, 2023 we had no open foreign currency options or forward contracts."}
-{"_id": "DAL20230805", "title": "DAL Equity Investment Risk", "text": "We own equity investments in a number of airlines and airline service companies, which are subject to equity price risk. We often hold our equity securities for long periods and short-term price volatility has occurred in the past and will occur in the future, impacting the volatility of our financial results. During 2023, we recorded a net gain of $1.3 billion related to the valuation of our fair value investments. As of December 31, 2023, we have long-term investments recorded at fair value of $2.9 billion and, therefore, a 10% change in the fair value of these investments would have an approximately $290 million impact on our financial results. See Note 3 and Note 4 of the Notes to the Consolidated Financial Statements for further information on our investments."}
-{"_id": "DAL20230816", "title": "DAL INDEX TO CONSOLIDATED FINANCIAL STATEMENTS", "text": " ##Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)##56 Consolidated Balance Sheets - December 31, 2023 and 2022##58 Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021##59 Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021##60 Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021##61 Consolidated Statements of Stockholders' Equity for the years ended December 31, 2023, 2022 and 2021##62"}
-{"_id": "DAL20230835", "title": "DAL REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM", "text": "To the Stockholders and Board of Directors of Delta Air Lines, Inc."}
-{"_id": "DAL20230837", "title": "DAL Opinion on the Financial Statements", "text": "We have audited the accompanying consolidated balance sheets of Delta Air Lines, Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, cash flows, and stockholders' equity for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the \"consolidated financial statements\"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles."}
-{"_id": "DAL20230838", "title": "DAL Opinion on the Financial Statements", "text": "We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 12, 2024 expressed an unqualified opinion thereon."}
-{"_id": "DAL20230840", "title": "DAL Basis for Opinion", "text": "These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "DAL20230841", "title": "DAL Basis for Opinion", "text": "We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion."}
-{"_id": "DAL20230843", "title": "DAL Critical Audit Matters", "text": "The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate."}
-{"_id": "DAL20230844", "title": "DAL Critical Audit Matters", "text": "Employee Benefit Plans - Net Asset Value Per Share (NAV) Asset Valuation"}
-{"_id": "DAL20230845", "title": "DAL Critical Audit Matters", "text": "Description of the Matter At December 31, 2023, the fair value of the Company\u2019s benefit plan assets measured at fair value on a recurring basis totaled $16.2 billion, of which $11.4 billion do not have a readily determinable fair value and are measured at NAV as a practical expedient. Management determines the fair value of NAV assets by applying the methodologies described in Note 9 to the consolidated financial statements."}
-{"_id": "DAL20230846", "title": "DAL Critical Audit Matters", "text": "Auditing the Company\u2019s NAV assets required significant judgment in estimating the fair value of the NAV assets, primarily resulting from the lag in the availability of data provided by the investment fund managers."}
-{"_id": "DAL20230848", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 56", "text": "How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company\u2019s accounting for the fair value measurement of its NAV assets, including controls over management\u2019s assessment of the significant inputs and estimates affecting the fair value measurement."}
-{"_id": "DAL20230849", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 56", "text": "To test the fair value of plan assets measured at NAV, our audit procedures included, among others, evaluating the valuation methodologies used by the Company and comparing significant inputs and underlying data used in the Company's valuations to information available from third-party sources and market data. Additionally, we performed sensitivity analyses to evaluate the changes to the Company\u2019s net periodic benefit that would result from changes in the fair value measurement, compared the Company\u2019s asset performance results to applicable third-party benchmarks, and assessed management\u2019s historical accuracy of estimating fair value by performing retrospective review procedures comparing the Company\u2019s estimates of fair value as of the prior year end to the fair value NAV in the investment\u2019s audited financial statements made available during the current year."}
-{"_id": "DAL20230858", "title": "DAL Loyalty Program - Mileage Breakage", "text": " Description of the Matter##At December 31, 2023 the Company\u2019s aggregate current and noncurrent loyalty program deferred revenue balance was $8.4 billion. For the year ended December 31, 2023, the Company recognized $3.5 billion of revenue classified as loyalty travel awards within passenger revenue and $3.1 billion of revenue classified as loyalty program revenue within other revenue in the consolidated statement of operations. As disclosed in Note 2 to the consolidated financial statements, the Company defers revenue for mileage credits earned and recognizes loyalty travel awards in passenger revenue as the miles are redeemed and services are provided. In accounting for its loyalty program deferred revenue, the Company estimates the amount of mileage credits outstanding that are not expected to be redeemed (mileage breakage). The Company recognizes mileage breakage proportionally during the period in which the remaining mileage credits are redeemed. Under the Company\u2019s loyalty program, mileage credits do not expire. Therefore, the Company uses statistical models to estimate mileage breakage based on historical redemption patterns. ##Auditing the Company\u2019s accounting for its loyalty program required significant estimation in determining the mileage breakage estimate for mileage credits. In particular, there is complexity and subjectivity in estimating mileage breakage based on expectations of future redemption patterns due to the absence of historical expirations as the Company\u2019s mileage credits do not expire. How We Addressed the Matter in Our Audit##We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company\u2019s accounting for its loyalty program, including controls over management\u2019s review of the estimation of the mileage breakage and the completeness and accuracy of the data underlying the mileage breakage estimate. ##To test the estimate of breakage of mileage credits, our audit procedures included, among others, involving an actuarial specialist to assist in assessing the method used by the Company to develop the mileage breakage estimate and to independently develop a range of mileage breakage estimates and compare to the Company's estimate. Additionally, we tested the completeness and accuracy of the underlying mileage data used to develop the mileage breakage estimate. ##/s/ Ernst & Young LLP We have served as the Company's auditor since 2006.## Atlanta, Georgia## February 12, 2024##"}
-{"_id": "DAL20230861", "title": "DAL Financial Statements", "text": "DELTA AIR LINES, INC."}
-{"_id": "DAL20230910", "title": "DAL Consolidated Balance Sheets", "text": " ######December 31,#### (in millions, except share data)####2023######2022 ####ASSETS###### Current Assets:########## Cash and cash equivalents##$##2,741####$##3,266 Short-term investments####1,127######3,268 Accounts receivable, net of an allowance for uncollectible accounts of $17 and $23####3,130######3,176 Fuel, expendable parts and supplies inventories, net of an allowance for obsolescence of $123 and $136####1,314######1,424 Prepaid expenses and other####1,957######1,877 Total current assets####10,269######13,011 Noncurrent Assets:########## Property and equipment, net of accumulated depreciation and amortization of $21,707 and $20,370####35,486######33,109 Operating lease right-of-use assets####7,004######7,036 Goodwill####9,753######9,753 Identifiable intangibles, net of accumulated amortization of $911 and $902####5,983######5,992 Equity investments####3,457######2,128 Other noncurrent assets####1,692######1,259 Total noncurrent assets####63,375######59,277 Total assets##$##73,644####$##72,288 ####LIABILITIES AND STOCKHOLDERS' EQUITY###### Current Liabilities:########## Current maturities of debt and finance leases##$##2,983####$##2,359 Current maturities of operating leases####759######714 Air traffic liability####7,044######8,160 Accounts payable####4,446######5,106 Accrued salaries and related benefits####4,561######3,288 Loyalty program deferred revenue####3,908######3,434 Fuel card obligation####1,100######1,100 Other accrued liabilities####1,617######1,779 Total current liabilities####26,418######25,940 Noncurrent Liabilities:########## Debt and finance leases####17,071######20,671 Pension, postretirement and related benefits####3,601######3,707 Loyalty program deferred revenue####4,512######4,448 Noncurrent operating leases####6,468######6,866 Deferred income taxes, net####908######24 Other noncurrent liabilities####3,561######4,050 Total noncurrent liabilities####36,121######39,766 Commitments and Contingencies########## Stockholders' Equity:########## Common stock at $0.0001 par value; 1,500,000,000 shares authorized, 654,671,194 and 651,800,786 shares issued####\u2014######\u2014 Additional paid-in capital####11,641######11,526 Retained earnings####5,650######1,170 Accumulated other comprehensive loss####(5,845)######(5,801) Treasury stock, at cost, 11,224,246 and 10,535,033 shares####(341)######(313) Total stockholders' equity####11,105######6,582 Total liabilities and stockholders' equity##$##73,644####$##72,288 ####The accompanying notes are an integral part of these Consolidated Financial Statements.######"}
-{"_id": "DAL20230913", "title": "DAL Financial Statements", "text": "DELTA AIR LINES, INC."}
-{"_id": "DAL20230952", "title": "DAL Consolidated Statements of Operations", "text": " ########Year Ended December 31,#### (in millions, except per share data)####2023####2022####2021 Operating Revenue:############ Passenger##$##48,909##$##40,218##$##22,519 Cargo####723####1,050####1,032 Other####8,416####9,314####6,348 Total operating revenue####58,048####50,582####29,899 Operating Expense:############ Salaries and related costs####14,607####11,902####9,728 Aircraft fuel and related taxes####11,069####11,482####5,633 Ancillary businesses and refinery####4,172####5,756####3,957 Contracted services####4,041####3,345####2,420 Landing fees and other rents####2,563####2,181####2,019 Aircraft maintenance materials and outside repairs####2,432####1,982####1,401 Depreciation and amortization####2,341####2,107####1,998 Passenger commissions and other selling expenses####2,334####1,891####953 Regional carrier expense####2,200####2,051####1,736 Passenger service####1,750####1,453####756 Profit sharing####1,383####563####108 Pilot agreement and related expenses####864####\u2014####\u2014 Aircraft rent####532####508####430 Government grant recognition####\u2014####\u2014####(4,512) Other####2,239####1,700####1,386 Total operating expense####52,527####46,921####28,013 Operating Income####5,521####3,661####1,886 Non-Operating Income/(Expense):############ Interest expense, net####(834)####(1,029)####(1,279) Gain/(loss) on investments, net####1,263####(783)####56 Loss on extinguishment of debt####(63)####(100)####(319) Pension and related (expense)/benefit####(244)####292####451 Miscellaneous, net####(35)####(127)####(397) Total non-operating income/(expense), net####87####(1,747)####(1,488) Income Before Income Taxes####5,608####1,914####398 Income Tax Provision####(999)####(596)####(118) Net Income##$##4,609##$##1,318##$##280 Basic Earnings Per Share##$##7.21##$##2.07##$##0.44 Diluted Earnings Per Share##$##7.17##$##2.06##$##0.44 ######The accompanying notes are an integral part of these Consolidated Financial Statements.######"}
-{"_id": "DAL20230955", "title": "DAL Financial Statements", "text": "DELTA AIR LINES, INC."}
-{"_id": "DAL20230963", "title": "DAL Consolidated Statements of Comprehensive Income", "text": " ########Year Ended December 31,#### (in millions)####2023####2022####2021 Net Income##$##4,609##$##1,318##$##280 Other comprehensive income:############ Net change in pension and other benefits####(44)####1,329####1,908 Total Other Comprehensive (Loss)/Income####(44)####1,329####1,908 Comprehensive Income##$##4,565##$##2,647##$##2,188"}
-{"_id": "DAL20230964", "title": "DAL Consolidated Statements of Comprehensive Income", "text": "The accompanying notes are an integral part of these Consolidated Financial Statements."}
-{"_id": "DAL20230967", "title": "DAL Financial Statements", "text": "DELTA AIR LINES, INC."}
-{"_id": "DAL20231013", "title": "DAL Consolidated Statements of Cash Flows", "text": " ########Year Ended December 31,#### (in millions)####2023####2022####2021 Cash Flows From Operating Activities:############ Net income##$##4,609##$##1,318##$##280 Adjustments to reconcile net income to net cash provided by operating activities:############ Depreciation and amortization####2,341####2,107####1,998 Deferred income taxes####980####591####115 (Gain)/loss on fair value investments####(1,283)####874####(38) Pension, postretirement and postemployment payments greater than expense####(121)####(453)####(2,038) Changes in certain assets and liabilities:############ Receivables####(7)####(728)####(981) Fuel inventory####121####(158)####(318) Prepaids and other current assets####17####(867)####(58) Air traffic liability####(1,216)####1,902####1,814 Loyalty program deferred revenue####538####324####376 Profit sharing####821####455####108 Other payables, deferred revenue and accrued liabilities####(285)####1,226####1,986 Noncurrent liabilities####(18)####(348)####(399) Other, net####(33)####120####419 Net cash provided by operating activities####6,464####6,363####3,264 Cash Flows From Investing Activities:############ Property and equipment additions:############ Flight equipment, including advance payments####(3,645)####(4,495)####(1,596) Ground property and equipment, including technology####(1,678)####(1,871)####(1,651) Purchase of equity investments####(152)####(870)####\u2014 Purchase of short-term investments####(2,312)####(2,704)####(12,655) Redemption of short-term investments####4,547####2,804####15,036 Other, net####92####212####(32) Net cash used in investing activities####(3,148)####(6,924)####(898) Cash Flows From Financing Activities:############ Proceeds from long-term obligations####878####\u2014####1,902 Payments on debt and finance lease obligations####(4,071)####(4,475)####(5,834) Cash dividends####(128)####\u2014####\u2014 Other, net####(73)####(60)####80 Net cash used in financing activities####(3,394)####(4,535)####(3,852) Net Decrease in Cash, Cash Equivalents and Restricted Cash####(78)####(5,096)####(1,486) Cash, cash equivalents and restricted cash at beginning of period####3,473####8,569####10,055 Cash, cash equivalents and restricted cash at end of period##$##3,395##$##3,473##$##8,569 Supplemental Disclosure of Cash Paid for Interest##$##1,164##$##1,261##$##1,524 Non-Cash Transactions:############ Right-of-use assets acquired under operating leases##$##661##$##531##$##2,113 Flight and ground equipment acquired under finance leases####31####91####1,049 Operating leases converted to finance leases####84####342####42 Equity investments and other financings####\u2014####330####\u2014 ######The accompanying notes are an integral part of these Consolidated Financial Statements.######"}
-{"_id": "DAL20231016", "title": "DAL Financial Statements", "text": "DELTA AIR LINES, INC."}
-{"_id": "DAL20231034", "title": "DAL Consolidated Statements of Stockholders' Equity", "text": " ####Common Stock######Additional Paid-In Capital####Retained Earnings / (Accumulated Deficit)####Accumulated Other Comprehensive Loss####Treasury Stock###### (in millions, except per share data)##Shares####Amount##############Shares####Amount####Total Balance at January 1, 2021##647##$##\u2014##$##11,259##$##(428)##$##(9,038)##9##$##(259)##$##1,534 Net income##\u2014####\u2014####\u2014####280####\u2014##\u2014####\u2014####280 Other comprehensive income##\u2014####\u2014####\u2014####\u2014####1,908##\u2014####\u2014####1,908 Common stock issued for employee equity awards(1)##3####\u2014####102####\u2014####\u2014##1####(23)####79 Government grant warrant issuance##\u2014####\u2014####86####\u2014####\u2014##\u2014####\u2014####86 Balance at December 31, 2021##650####\u2014####11,447####(148)####(7,130)##10####(282)####3,887 Net income##\u2014####\u2014####\u2014####1,318####\u2014##\u2014####\u2014####1,318 Other comprehensive income##\u2014####\u2014####\u2014####\u2014####1,329##\u2014####\u2014####1,329 Common stock issued for employee equity awards(1)##2####\u2014####79####\u2014####\u2014##1####(31)####48 Balance at December 31, 2022##652####\u2014####11,526####1,170####(5,801)##11####(313)####6,582 Net income##\u2014####\u2014####\u2014####4,609####\u2014##\u2014####\u2014####4,609 Dividends declared ($0.20 per share)##\u2014####\u2014####\u2014####(129)####\u2014##\u2014####\u2014####(129) Other comprehensive loss##\u2014####\u2014####\u2014####\u2014####(44)##\u2014####\u2014####(44) Common stock issued for employee equity awards(1)##3####\u2014####115####\u2014####\u2014##\u2014####(28)####87 Balance at December 31, 2023##655##$##\u2014##$##11,641##$##5,650##$##(5,845)##11##$##(341)##$##11,105"}
-{"_id": "DAL20231035", "title": "DAL Consolidated Statements of Stockholders' Equity", "text": "(1)Treasury shares were withheld for payment of taxes, at a weighted average price per share of $40.08, $40.52 and $38.87 in 2023, 2022 and 2021, respectively."}
-{"_id": "DAL20231036", "title": "DAL Consolidated Statements of Stockholders' Equity", "text": "The accompanying notes are an integral part of these Consolidated Financial Statements."}
-{"_id": "DAL20231042", "title": "DAL Basis of Presentation", "text": "Delta Air Lines, Inc., a Delaware corporation, provides scheduled air transportation for passengers and cargo throughout the United States (\"U.S.\") and around the world. Our Consolidated Financial Statements include the accounts of Delta Air Lines, Inc. and our consolidated subsidiaries and have been prepared in accordance with generally accepted accounting principles in the U.S. (\"GAAP\"). We are not the primary beneficiary of, nor do we have a controlling financial interest in, any variable interest entity. Accordingly, we have not consolidated any variable interest entity."}
-{"_id": "DAL20231043", "title": "DAL Basis of Presentation", "text": "We have marketing alliances with other airlines to enhance our access to domestic and international markets. These arrangements may include codesharing, reciprocal loyalty program benefits, shared or reciprocal access to passenger lounges, joint promotions, common use of airport gates and ticket counters, office co-location and other marketing agreements. We have received antitrust immunity for certain marketing arrangements, which enables us to offer a more integrated route network and develop common sales, marketing and discount programs for customers. Some of our marketing arrangements provide for the sharing of revenues and expenses. Revenues and expenses associated with collaborative arrangements are presented on a gross basis in the applicable line items on our Consolidated Statements of Operations (\"income statement\")."}
-{"_id": "DAL20231044", "title": "DAL Basis of Presentation", "text": "We have reclassified certain prior period amounts to conform to the current period presentation. Unless otherwise noted, all amounts disclosed are stated before consideration of income taxes."}
-{"_id": "DAL20231046", "title": "DAL Use of Estimates", "text": "We are required to make estimates and assumptions when preparing our Consolidated Financial Statements in accordance with GAAP. These estimates and assumptions affect the amounts reported in our Consolidated Financial Statements and the accompanying notes. Actual results could differ materially from those estimates."}
-{"_id": "DAL20231049", "title": "DAL Standards Effective in Future Years", "text": "Fair Value of Equity Investments. In June 2022, the Financial Accounting Standards Board (\"FASB\") issued Accounting Standards Update (\"ASU\") No. 2022-03, \"Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.\" Under this standard, a contractual restriction on the sale of an equity security is not considered in measuring the security's fair value. The standard also requires certain disclosures for equity securities that are subject to contractual restrictions. The ASU becomes effective January 1, 2024, however we early adopted this standard as of December 31, 2023. The new standard does not impact the valuation of our equity investments, but we have included the newly required disclosures related to the contractual sale restrictions associated with our investment in Wheels Up Experience Inc. (\"Wheels Up\"). See Note 4, \"Investments,\" for additional details."}
-{"_id": "DAL20231050", "title": "DAL Standards Effective in Future Years", "text": "Segment Reporting. In November 2023, the FASB issued ASU No. 2023-07, \"Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.\" This standard requires disclosure of significant segment expenses and other segment items by reportable segment. This ASU becomes effective for annual periods beginning in 2024 and interim periods in 2025. We are assessing the impact of this ASU and upon adoption expect that any impact would be limited to additional segment expense disclosures in the footnotes to our Consolidated Financial Statements."}
-{"_id": "DAL20231051", "title": "DAL Standards Effective in Future Years", "text": "Income Taxes. In December 2023, the FASB issued ASU No. 2023-09, \"Income Taxes (Topic 740): Improvements to Income Tax Disclosures.\" This standard enhances disclosures related to income taxes, including the rate reconciliation and information on income taxes paid. This ASU becomes effective January 1, 2025. We are assessing the impact of this ASU and upon adoption may be required to include certain additional disclosures in the footnotes to our Consolidated Financial Statements."}
-{"_id": "DAL20231055", "title": "DAL Significant Accounting Policies", "text": "Our significant accounting policies are disclosed below or included within the topic-specific notes included herein."}
-{"_id": "DAL20231057", "title": "DAL Cash and Cash Equivalents and Short-Term Investments", "text": "Short-term, highly liquid investments with maturities of three months or less when purchased are classified as cash and cash equivalents. Investments with maturities of greater than three months, but not in excess of one year, when purchased are classified as short-term investments and are stated at fair value. Investments with maturities beyond one year when purchased may be classified as short-term investments if they are expected to be available to support our short-term liquidity needs. Our short-term investments in debt securities purchased prior to October 1, 2022 are classified as fair value investments under the fair value option and unrealized gains and losses are recorded in non-operating expense. Our short-term investments in debt securities purchased on or after October 1, 2022 are classified as available-for-sale investments and are stated at fair value with unrealized gains and losses recorded in accumulated other comprehensive income/(loss) (\"AOCI\"). Realized gains and losses on these investments are recorded in non-operating expense."}
-{"_id": "DAL20231067", "title": "DAL Cash and Cash Equivalents and Short-Term Investments", "text": "The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets (\"balance sheets\") that sum to the total of the same such amounts shown within the Consolidated Statements of Cash Flows (\"cash flows statement\"). ######Reconciliation of cash, cash equivalents and restricted cash###### ########December 31,#### (in millions)####2023####2022####2021 Current assets:############ Cash and cash equivalents##$##2,741##$##3,266##$##7,933 Restricted cash included in prepaid expenses and other####199####138####163 Noncurrent assets:############ Restricted cash included in other noncurrent assets####455####69####473 Total cash, cash equivalents and restricted cash##$##3,395##$##3,473##$##8,569"}
-{"_id": "DAL20231069", "title": "DAL Inventories", "text": "Fuel. As part of our strategy to mitigate the cost of the refining margin reflected in the price of jet fuel, our wholly owned subsidiary, Monroe Energy, LLC (\"Monroe\"), operates the Trainer oil refinery. Refined products (finished goods) and feedstock and blendstock inventories (work-in-process) are both carried at the lower of cost and net realizable value. We use jet fuel in our airline operations that is produced by the refinery and procured through the exchanges with third parties of gasoline, diesel and other refined products (\"non-jet fuel products\") the refinery produces. Cost is determined using the first-in, first-out method. Costs include the raw material consumed plus direct manufacturing costs (such as labor, utilities and supplies) as incurred and an applicable portion of manufacturing overhead."}
-{"_id": "DAL20231070", "title": "DAL Inventories", "text": "Expendables Parts and Supplies. Inventories of expendable parts related to flight equipment, which cannot be economically repaired, reconditioned or reused after removal from the aircraft, are carried at moving average cost and charged to aircraft maintenance materials and outside repairs as consumed. An allowance for obsolescence is provided over the remaining useful life of the related fleet. We also provide allowances for parts identified as excess or obsolete to reduce the carrying costs to the lower of cost or net realizable value. These parts are estimated to have residual value of 5% of the original cost."}
-{"_id": "DAL20231072", "title": "DAL Accounting for Refinery Related Buy/Sell Agreements", "text": "To the extent that we receive jet fuel for non-jet fuel products exchanged under buy/sell agreements, we account for these transactions as nonmonetary exchanges. We have recorded these nonmonetary exchanges at the carrying amount of the non-jet fuel products transferred within aircraft fuel and related taxes on the income statement."}
-{"_id": "DAL20231076", "title": "DAL Derivatives", "text": "Changes in fuel prices, interest rates and foreign currency exchange rates impact our results of operations. In an effort to manage our exposure to these risks, we may enter into derivative contracts and adjust our derivative portfolio as market conditions change. Our derivative contracts are recognized at fair value on our balance sheets and had net balances of $5 million and $47 million at December 31, 2023 and 2022, respectively. See Note 3, \"Fair Value Measurements,\" for further information regarding our derivative contracts."}
-{"_id": "DAL20231088", "title": "DAL Long-Lived Assets", "text": "Our long-lived lived assets include property and equipment, net and operating lease right-of-use (\"ROU\") assets on our balance sheets. See Note 7, \"Leases,\" for further information regarding our leases. The following table summarizes our property and equipment: Property and equipment by classification########## ########December 31,## (in millions, except for estimated useful life)##Estimated Useful Life####2023####2022 Flight equipment(1)##25-34 years##$##40,976##$##38,091 Ground property and equipment##3-40 years####9,986####8,996 Information technology-related assets##3-15 years####3,307####3,375 Flight and ground equipment under finance leases##Shorter of lease term or estimated useful life####1,862####1,950 Advance payments for equipment######1,062####1,067 Less: accumulated depreciation and amortization(2)######(21,707)####(20,370) Total property and equipment, net####$##35,486##$##33,109"}
-{"_id": "DAL20231089", "title": "DAL Long-Lived Assets", "text": "(1)Includes aircraft and associated engines and parts."}
-{"_id": "DAL20231090", "title": "DAL Long-Lived Assets", "text": "(2)Includes accumulated amortization for flight and ground equipment under finance leases in the amount of $525 million and $463 million at December 31, 2023 and 2022, respectively."}
-{"_id": "DAL20231091", "title": "DAL Long-Lived Assets", "text": "We record property and equipment at cost and depreciate or amortize these assets on a straight-line basis to their estimated residual values over their estimated useful lives. The estimated useful life for leasehold improvements is the shorter of lease term or estimated useful life. Depreciation and amortization expense related to our property and equipment was $2.3 billion, $2.1 billion and $2.0 billion for the years ended December 31, 2023, 2022 and 2021, respectively. Residual values for owned aircraft, engines, spare parts and simulators are generally 5% to 10% of cost."}
-{"_id": "DAL20231092", "title": "DAL Long-Lived Assets", "text": "We capitalize certain internal and external costs incurred to develop and implement software and amortize those costs over an estimated useful life of three to fifteen years. Included in the depreciation and amortization expense discussed above, we recorded $340 million, $307 million and $301 million for amortization of capitalized software for the years ended December 31, 2023, 2022 and 2021, respectively. The net book value of these assets, which are included in information technology-related assets above, totaled $932 million and $891 million at December 31, 2023 and 2022, respectively."}
-{"_id": "DAL20231093", "title": "DAL Long-Lived Assets", "text": "Our tangible assets consist primarily of flight equipment, which is mobile across geographic markets. Accordingly, assets are not allocated to specific geographic regions."}
-{"_id": "DAL20231094", "title": "DAL Long-Lived Assets", "text": "We review flight equipment, ROU assets and other long-lived assets used in operations for impairment losses when events and circumstances indicate the assets may be impaired. Factors which could be indicators of impairment include, but are not limited to (1) a decision to permanently remove flight equipment or other long-lived assets from operations, (2) significant changes in the estimated useful life, (3) significant changes in projected cash flows, (4) permanent and significant declines in fleet fair values and (5) changes to the regulatory environment. For long-lived assets held for sale, we discontinue depreciation and record impairment losses when the carrying amount of these assets is greater than the fair value less the cost to sell."}
-{"_id": "DAL20231095", "title": "DAL Long-Lived Assets", "text": "To determine whether impairments exist for aircraft used in operations, we group assets at the fleet type level or at the contract level for aircraft operated by third-party regional carriers (i.e., the lowest level for which there are identifiable cash flows) and then estimate future cash flows based on projections of capacity, passenger mile yield, fuel and labor costs and other relevant factors. If an asset group is impaired, the impairment loss recognized is the amount by which the asset group's carrying amount exceeds its estimated fair value. We estimate aircraft fair values using published sources, appraisals and bids received from third parties, as available."}
-{"_id": "DAL20231099", "title": "DAL Income Taxes", "text": "We account for deferred income taxes under the liability method. We recognize deferred tax assets and liabilities based on the tax effects of temporary differences between the financial statement and tax basis of assets and liabilities, as measured by current enacted tax rates. Deferred tax assets and liabilities are net by jurisdiction and are recorded as noncurrent on the balance sheets."}
-{"_id": "DAL20231100", "title": "DAL Income Taxes", "text": "We have elected to recognize global intangible low tax income in the period it arises and do not recognize deferred taxes for basis differences that may reverse in future years."}
-{"_id": "DAL20231101", "title": "DAL Income Taxes", "text": "A valuation allowance is recorded to reduce deferred tax assets when necessary. We periodically assess whether it is more likely than not that we will generate sufficient taxable income to realize our deferred income tax assets. We establish valuation allowances if it is more likely than not that we will be unable to realize our deferred income tax assets. In making this determination, we consider available positive and negative evidence and make certain assumptions. We consider, among other things, projected future taxable income, scheduled reversals of deferred tax liabilities, the overall business environment, our historical financial results and tax planning strategies. See Note 11, \"Income Taxes,\" for further information on our deferred income taxes."}
-{"_id": "DAL20231103", "title": "DAL Fuel Card Obligation", "text": "We have a purchasing card with American Express for the purpose of buying jet fuel and crude oil. The card carried a maximum credit limit of $1.1 billion as of December 31, 2023 and must be paid monthly. At both December 31, 2023 and 2022, we had $1.1 billion outstanding on this purchasing card and the activity was classified as a financing activity in our cash flows statement."}
-{"_id": "DAL20231105", "title": "DAL Manufacturers' Credits", "text": "We periodically receive credits in connection with the acquisition of aircraft and engines. These credits are deferred until the aircraft and engines are delivered, and then applied as a reduction to the cost of the related equipment."}
-{"_id": "DAL20231107", "title": "DAL Maintenance Costs", "text": "We record maintenance costs related to our mainline and regional fleets in aircraft maintenance materials and outside repairs and regional carrier expense, respectively. Maintenance costs are expensed as incurred, except for costs incurred under power-by-the-hour contracts, which are expensed based on actual hours flown. Power-by-the-hour contracts transfer certain risk to third-party service providers and fix the amount we pay per flight hour or per flight cycle to the service provider in exchange for maintenance and repairs under a predefined maintenance program. Modifications that enhance the operating performance or extend the useful lives of airframes or engines are capitalized and amortized over the remaining estimated useful life of the asset or the remaining lease term, whichever is shorter."}
-{"_id": "DAL20231109", "title": "DAL Advertising Costs", "text": "We expense advertising costs in passenger commissions and other selling expenses in the year the advertising first takes place. Advertising expense was $347 million, $302 million and $198 million for the years ended December 31, 2023, 2022 and 2021, respectively."}
-{"_id": "DAL20231111", "title": "DAL Commissions and Merchant Fees", "text": "Passenger sales commissions and merchant fees are recognized in passenger commissions and other selling expenses when the related revenue is recognized."}
-{"_id": "DAL20231123", "title": "DAL Passenger Revenue", "text": "Passenger revenue is composed of passenger ticket sales, loyalty travel awards and travel-related services performed in conjunction with a passenger\u2019s flight. Passenger revenue by category############ ########Year Ended December 31,#### (in millions)####2023####2022####2021 Ticket##$##43,596##$##35,626##$##19,339 Loyalty travel awards####3,462####2,898####1,786 Travel-related services####1,851####1,694####1,394 Total passenger revenue##$##48,909##$##40,218##$##22,519"}
-{"_id": "DAL20231125", "title": "DAL Ticket", "text": "Passenger Tickets. We defer sales of passenger tickets to be flown by us or that we sell on behalf of other airlines in our air traffic liability. Passenger revenue is recognized when we provide transportation. For tickets that we sell on behalf of other airlines, we reduce the air traffic liability when consideration is remitted to those airlines. The air traffic liability primarily includes sales of passenger tickets with scheduled departure dates in the future and travel credits, which can be applied as payment toward the cost of a ticket. We periodically evaluate the estimated air traffic liability and may record adjustments in our income statement. These adjustments relate primarily to tickets that expire unused (\"ticket breakage\"), refunds, exchanges, transactions with other airlines and other items for which final settlement occurs in periods subsequent to the sale of the related tickets at amounts other than the original sales price."}
-{"_id": "DAL20231126", "title": "DAL Ticket", "text": "We recognized approximately $7.4 billion, $4.2 billion and $2.2 billion in passenger revenue during the years ended December 31, 2023, 2022 and 2021, respectively, that had been recorded in our air traffic liability balance at the beginning of those periods."}
-{"_id": "DAL20231127", "title": "DAL Ticket", "text": "As of December 31, 2023, all of our air traffic liability was recorded as a current liability. As of December 31, 2022, our air traffic liability was $8.3 billion, of which $100 million was included in other noncurrent liabilities on our balance sheet due to ticket validity extensions related to certain tickets and travel credits as of the end of 2022."}
-{"_id": "DAL20231128", "title": "DAL Ticket", "text": "Ticket Breakage. We estimate the value of ticket breakage and recognize revenue at the scheduled flight date. Our ticket breakage estimates are primarily based on historical experience, ticket contract terms and customers\u2019 travel behavior."}
-{"_id": "DAL20231129", "title": "DAL Ticket", "text": "Regional Carriers. Our regional carriers include both third-party regional carriers with which we have contract carrier agreements (\"contract carriers\") and Endeavor Air, Inc., our wholly owned subsidiary. Our contract carrier agreements are primarily structured as capacity purchase agreements where we purchase all or a portion of the contract carrier's capacity and are responsible for selling the seat inventory we purchase. We record revenue related to our capacity purchase agreements in passenger revenue and the related expenses in regional carrier expense. See Note 10, \"Commitments and Contingencies,\" for additional information regarding contract carrier agreements."}
-{"_id": "DAL20231131", "title": "DAL Loyalty Travel Awards", "text": "Loyalty travel awards revenue is related to the redemption of mileage credits (\"miles\") for travel. We recognize loyalty travel awards revenue in passenger revenue as miles are redeemed and transportation is provided. See below for discussion of our loyalty program accounting policies."}
-{"_id": "DAL20231133", "title": "DAL Travel-Related Services", "text": "Travel-related services are primarily composed of services performed in conjunction with a passenger\u2019s flight, including baggage fees, administrative fees, and on-board sales. We recognize revenue for these services when the related transportation service is provided."}
-{"_id": "DAL20231137", "title": "DAL Loyalty Program", "text": "Our SkyMiles loyalty program generates customer loyalty by rewarding customers with incentives to travel on Delta. This program allows customers to earn miles by flying on Delta, Delta Connection carriers and other airlines that participate in the loyalty program. When traveling, customers earn miles primarily based on the passenger's loyalty program status, fare class and ticket price. Customers can also earn miles through participating companies. Miles are redeemable by customers in future periods for air travel on Delta and other participating airlines, access to Delta Sky Club and other program awards. To facilitate transactions with participating companies, we sell miles to non-airline businesses and other airlines."}
-{"_id": "DAL20231138", "title": "DAL Loyalty Program", "text": "The loyalty program includes two types of transactions that are considered revenue arrangements with multiple performance obligations (1) passenger ticket sales earning miles and (2) sale of miles to participating companies."}
-{"_id": "DAL20231139", "title": "DAL Loyalty Program", "text": "Passenger Ticket Sales Earning Miles. Passenger ticket sales earning miles provide customers with (1) miles earned and (2) air transportation, which are each considered performance obligations. We value each performance obligation on a standalone basis. To value the miles earned, we consider the quantitative value a passenger receives by redeeming miles for a ticket rather than paying cash, which is referred to as equivalent ticket value (\"ETV\"). Our estimate of ETV is adjusted for miles that are not likely to be redeemed (\"mileage breakage\"). We use statistical models to estimate mileage breakage based on historical redemption patterns. A change in assumptions regarding the redemption activity for miles or the estimated fair value of miles expected to be redeemed could have a material impact on our revenue in the year in which the change occurs and in future years. We recognize mileage breakage proportionally during the period in which the remaining miles are actually redeemed."}
-{"_id": "DAL20231140", "title": "DAL Loyalty Program", "text": "We defer revenue for the miles when earned and recognize loyalty travel awards in passenger revenue as the miles are redeemed and transportation is provided. We record the air transportation portion of the passenger ticket sales in air traffic liability and recognize passenger revenue when we provide transportation or if the ticket goes unused."}
-{"_id": "DAL20231141", "title": "DAL Loyalty Program", "text": "Sale of Miles to Participating Companies. Customers earn miles based on their spending with participating companies, such as credit card, retail, ridesharing, car rental and hotel companies, with which we have marketing agreements to sell miles. Our contracts to sell miles under these marketing agreements have multiple performance obligations. Payments are typically due to us monthly based on the volume of miles sold during the period, and the initial terms of our marketing contracts are from one to thirteen years. During the years ended December 31, 2023, 2022 and 2021, total cash sales from marketing agreements related to our loyalty program were $6.9 billion, $5.7 billion and $4.1 billion, respectively, which are allocated to travel and other performance obligations, as discussed below."}
-{"_id": "DAL20231142", "title": "DAL Loyalty Program", "text": "Our most significant contract to sell miles relates to our co-brand credit card relationship with American Express. Our agreements with American Express provide for joint marketing, grant certain benefits to Delta-American Express co-branded credit card holders (\"cardholders\") and American Express Membership Rewards program participants, and allow American Express to market its services or products using our customer database. Cardholders earn miles for making purchases using co-branded cards, and certain cardholders may also check their first bag for free, are granted discounted access to Delta Sky Club lounges and receive priority boarding and other benefits while traveling on Delta. Additionally, participants in the American Express Membership Rewards program may exchange their points for miles under the loyalty program. We sell miles at agreed-upon rates to American Express which are then provided to their customers under the co-brand credit card program and the Membership Rewards program."}
-{"_id": "DAL20231143", "title": "DAL Loyalty Program", "text": "We account for marketing agreements, including those with American Express, by allocating the consideration to the individual products and services delivered. We allocate the value based on the relative selling prices of those products and services, which generally consist of award travel, priority boarding, baggage fee waivers, lounge access and the use of our brand. We determine our best estimate of the selling prices by using a discounted cash flow analysis using multiple inputs and assumptions, including (1) the expected number of miles awarded and number of miles redeemed, (2) ETV for the award travel obligation adjusted for mileage breakage, (3) published rates on our website for baggage fees, discounted access to Delta Sky Club lounges and other benefits while traveling on Delta, (4) brand value (using estimated royalties generated from the use of our brand) and (5) volume discounts provided to certain partners."}
-{"_id": "DAL20231144", "title": "DAL Loyalty Program", "text": "We defer the amount allocated to award travel as part of loyalty program deferred revenue and recognize loyalty travel awards in passenger revenue as the miles are redeemed and transportation is provided. Revenue allocated to services performed in conjunction with a passenger\u2019s flight, such as baggage fee waivers, is recognized as travel-related services in passenger revenue when the related service is performed. Revenue allocated to Delta Sky Club lounge access is recognized as miscellaneous in other revenue as access is provided. Revenue allocated to the remaining performance obligations, primarily brand value, is recorded as loyalty program in other revenue as miles are delivered."}
-{"_id": "DAL20231147", "title": "DAL Notes to the Consolidated Financial Statements", "text": "Current Activity of the Loyalty Program. Miles are combined in one homogeneous pool and are not separately identifiable. Therefore, the revenue is comprised of miles that were part of the loyalty program deferred revenue balance at the beginning of the period as well as miles that were issued during the period."}
-{"_id": "DAL20231155", "title": "DAL Notes to the Consolidated Financial Statements", "text": "The table below presents the activity of the current and noncurrent loyalty program deferred revenue, and includes miles earned through travel and miles sold to participating companies, which are primarily through marketing agreements. Loyalty program activity############ (in millions)####2023####2022####2021 Balance at January 1##$##7,882##$##7,559##$##7,182 Miles earned####4,173####3,419####2,238 Travel miles redeemed####(3,462)####(2,898)####(1,786) Non-travel miles redeemed####(173)####(198)####(75) Balance at December 31##$##8,420##$##7,882##$##7,559"}
-{"_id": "DAL20231156", "title": "DAL Notes to the Consolidated Financial Statements", "text": "The timing of mile redemptions can vary widely; however, the majority of new miles have historically been redeemed within two years of being earned. The loyalty program deferred revenue classified as a current liability represents our estimate of revenue expected to be recognized in the next twelve months based on projected redemptions, while the balance classified as a noncurrent liability represents our estimate of revenue expected to be recognized beyond twelve months."}
-{"_id": "DAL20231158", "title": "DAL Cargo Revenue", "text": "Cargo revenue is recognized when we provide the transportation."}
-{"_id": "DAL20231166", "title": "DAL Other Revenue", "text": " ########Year Ended December 31,#### (in millions)####2023####2022####2021 Refinery##$##3,379##$##4,977##$##3,229 Loyalty program####3,093####2,597####1,770 Ancillary businesses####840####846####793 Miscellaneous####1,104####894####556 Total other revenue##$##8,416##$##9,314##$##6,348"}
-{"_id": "DAL20231167", "title": "DAL Other Revenue", "text": "Refinery. This represents refinery sales to third parties. See Note 14, \"Segments,\" for more information on revenue recognition within our refinery segment."}
-{"_id": "DAL20231168", "title": "DAL Other Revenue", "text": "Loyalty Program. This relates to revenues from brand usage by third parties and other performance obligations embedded in miles sold, which are included within the total cash sales from marketing agreements, discussed above. This also includes the redemption of miles for non-travel awards."}
-{"_id": "DAL20231169", "title": "DAL Other Revenue", "text": "Ancillary Businesses. This includes aircraft maintenance services we provide to third parties and our vacation wholesale operations."}
-{"_id": "DAL20231170", "title": "DAL Other Revenue", "text": "Miscellaneous. This is primarily composed of lounge access, including access provided to certain American Express cardholders, and codeshare revenues."}
-{"_id": "DAL20231183", "title": "DAL Revenue by Geographic Region", "text": "Operating revenue for the airline segment is recognized in a specific geographic region based on the origin, flight path and destination of each flight segment. A significant portion of the refinery segment's revenues typically consists of fuel sales to support the airline, which is eliminated in the Consolidated Financial Statements. The remaining operating revenue for the refinery segment is included in the domestic region. Our passenger and operating revenue by geographic region are summarized in the following table: Revenue by geographic region######################## ########Passenger Revenue############Operating Revenue#### ########Year Ended December 31,############Year Ended December 31,#### (in millions)####2023####2022####2021####2023####2022####2021 Domestic##$##33,968##$##30,197##$##18,468##$##40,845##$##38,478##$##24,320 Atlantic####9,057####6,093####1,777####10,458####7,429####2,537 Latin America####3,798####2,889####1,873####4,292####3,334####2,284 Pacific####2,086####1,039####401####2,453####1,341####758 Total##$##48,909##$##40,218##$##22,519##$##58,048##$##50,582##$##29,899"}
-{"_id": "DAL20231185", "title": "DAL Accounts Receivable", "text": "Accounts receivable primarily consist of amounts due from credit card companies from the sale of passenger tickets, ancillary businesses, refinery sales and other companies for the purchase of miles under the loyalty program. We provide an allowance for uncollectible accounts using an expected credit loss model which represents our estimate of expected credit losses over the lifetime of the asset."}
-{"_id": "DAL20231187", "title": "DAL Passenger Taxes and Fees", "text": "We are required to charge certain taxes and fees on our passenger tickets, including U.S. federal transportation taxes, federal security charges, airport passenger facility charges and foreign arrival and departure taxes. These taxes and fees are assessments on the customer for which we act as a collection agent and these amounts are not included in passenger revenue. We record a liability when the amounts are collected and reduce the liability when payments are made to the applicable government agency or operating carrier (i.e., for codeshare-related fees)."}
-{"_id": "DAL20231192", "title": "DAL NOTE 3. FAIR VALUE MEASUREMENTS", "text": "Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. Each fair value measurement is classified into one of the following levels based on the information used in the valuation: \u2022Level 1. Observable inputs such as quoted prices in active markets. \u2022Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly. \u2022Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions."}
-{"_id": "DAL20231193", "title": "DAL NOTE 3. FAIR VALUE MEASUREMENTS", "text": "Assets and liabilities measured at fair value are based on the valuation techniques identified in the tables below. The valuation techniques are as follows:"}
-{"_id": "DAL20231194", "title": "DAL NOTE 3. FAIR VALUE MEASUREMENTS", "text": "(a)Market Approach. Prices and other relevant information generated by observable transactions involving identical or comparable assets or liabilities."}
-{"_id": "DAL20231195", "title": "DAL NOTE 3. FAIR VALUE MEASUREMENTS", "text": "(b)Income Approach. Techniques to convert future amounts to a single present value amount based on market expectations (including present value techniques and option-pricing models)."}
-{"_id": "DAL20231220", "title": "DAL Assets (Liabilities) Measured at Fair Value on a Recurring Basis(1)", "text": " ##########December 31, 2023###### (in millions)####Total####Level 1####Level 2####Level 3 Cash equivalents##$##1,545##$##1,545##$##\u2014##$##\u2014 Restricted cash equivalents####653####653####\u2014####\u2014 Short-term investments################ U.S. Government securities####859####204####655####\u2014 Corporate obligations####218####\u2014####218####\u2014 Other fixed income securities####50####\u2014####50####\u2014 Long-term investments and related####2,867####2,614####134####119 Hedge derivatives, net################ Fuel hedge contracts####5####\u2014####5####\u2014 ##########December 31, 2022###### (in millions)####Total####Level 1####Level 2####Level 3 Cash equivalents##$##2,021##$##2,021##$##\u2014##$##\u2014 Restricted cash equivalents####206####206####\u2014####\u2014 Short-term investments################ U.S. Government securities####1,587####122####1,465####\u2014 Corporate obligations####1,614####\u2014####1,614####\u2014 Other fixed income securities####67####\u2014####67####\u2014 Long-term investments####1,450####1,305####38####107 Hedge derivatives, net################ Fuel hedge contracts####(47)####\u2014####(47)####\u2014"}
-{"_id": "DAL20231221", "title": "DAL Assets (Liabilities) Measured at Fair Value on a Recurring Basis(1)", "text": "(1)See Note 9, \"Employee Benefit Plans,\" for fair value of benefit plan assets."}
-{"_id": "DAL20231222", "title": "DAL Assets (Liabilities) Measured at Fair Value on a Recurring Basis(1)", "text": "Cash Equivalents and Restricted Cash Equivalents. Cash equivalents generally consist of money market funds. Restricted cash equivalents are recorded in prepaid expenses and other and other noncurrent assets on our balance sheets and generally consist of money market funds, time deposits, commercial paper and negotiable certificates of deposit, which primarily relate to proceeds from debt issued to finance, among other things, a portion of the construction costs for our new terminal facilities at New York's LaGuardia Airport as well as certain self-insurance obligations and airport commitments. The fair value of these cash equivalents is based on a market approach using prices generated by market transactions involving identical or comparable assets."}
-{"_id": "DAL20231223", "title": "DAL Assets (Liabilities) Measured at Fair Value on a Recurring Basis(1)", "text": "Short-Term Investments. The fair values of our short-term investments are based on a market approach using industry standard valuation techniques that incorporate observable inputs such as quoted market prices, interest rates, benchmark curves, credit ratings of the security and other observable information."}
-{"_id": "DAL20231224", "title": "DAL Assets (Liabilities) Measured at Fair Value on a Recurring Basis(1)", "text": "As of December 31, 2023, the estimated fair value of our short-term investments was $1.1 billion. These investments are expected to mature in one year or less."}
-{"_id": "DAL20231225", "title": "DAL Assets (Liabilities) Measured at Fair Value on a Recurring Basis(1)", "text": "Long-Term Investments and Related. Our long-term investments measured at fair value primarily consist of equity investments, which are valued based on market prices or other observable transactions and inputs, and are recorded in equity investments on our balance sheets. Our equity investments in private companies are classified as Level 3 in the fair value hierarchy as their equity is not traded on a public exchange and our valuations incorporate certain unobservable inputs, including non-public equity issuances. As of December 31, 2023 and December 31, 2022, our equity investment in Wheels Up was classified as Level 1 in the fair value hierarchy. In the September 2023 quarter, our Wheels Up investment was classified as Level 3 after we determined the quoted price of its publicly-traded shares did not represent fair value due to the short time between closing of Wheels Up's credit facility and our quarterly reporting date. Given the amount of time that elapsed by December 31, 2023, we returned to valuing our equity investment in Wheels Up using the closing price of its shares at year end as traded on the New York Stock Exchange. Fair value measurement using unobservable inputs is inherently uncertain, and a change in significant inputs could result in different fair values. During the year ended December 31, 2023 there were no material gains or losses related to investments classified as Level 3 as a result of fair value adjustments. See Note 4, \"Investments,\" for further information on our long-term investments."}
-{"_id": "DAL20231229", "title": "DAL Notes to the Consolidated Financial Statements", "text": "Hedge Derivatives. A portion of our derivative contracts may be negotiated over-the-counter with counterparties without going through a public exchange. Accordingly, our fair value assessments give consideration to the risk of counterparty default (as well as our own credit risk). Such contracts would be classified as Level 2 within the fair value hierarchy. The remainder of our hedge contracts may be comprised of futures contracts, which are traded on a public exchange. These contracts would be classified within Level 1 of the fair value hierarchy. \u2022Fuel Hedge Contracts. Our derivative contracts to hedge the financial risk from changing fuel prices are related to Monroe\u2019s inventory. Our fuel hedge portfolio may consist of a combination of options, swaps or futures. Option and swap contracts are valued under income approaches using option pricing models and discounted cash flow models, respectively, based on data either readily observable in public markets, derived from public markets or provided by counterparties who regularly trade in public markets. Futures contracts and options on futures contracts are traded on a public exchange and valued based on quoted market prices. We recognized losses of $6 million, $394 million and $146 million on our fuel hedge contracts in aircraft fuel and related taxes on our income statement for the years ended December 31, 2023, 2022 and 2021, respectively. The losses recognized during 2023 were composed of $58 million of settlements on contracts and $52 million of mark-to-market adjustments. Expense from the settlement of closed contracts is offset by higher operating profits at Monroe from higher pricing. See Note 14, \"Segments,\" for further information on our Monroe refinery segment."}
-{"_id": "DAL20231231", "title": "DAL NOTE 4. INVESTMENTS", "text": "We have developed strategic relationships with a number of airlines and airline services companies through joint ventures and other forms of cooperation and support, including equity investments. Our equity investments reinforce our commitment to these relationships and generally enhance our ability to offer input to the investee on strategic issues and direction, in some cases through representation on the board of directors of the investee."}
-{"_id": "DAL20231232", "title": "DAL NOTE 4. INVESTMENTS", "text": "Fair Value Investments. Changes in the valuation of investments accounted for at fair value are recorded in gain/(loss) on investments, net in our income statement within non-operating expense and are driven by changes in stock prices, foreign currency fluctuations and other valuation techniques for investments in companies without publicly-traded shares."}
-{"_id": "DAL20231246", "title": "DAL NOTE 4. INVESTMENTS", "text": "Equity Method Investments. We record our share of our equity method investees' financial results in our income statement as described in the table below. ########Equity investments ownership interest and carrying value############ ##Accounting Treatment######Ownership Interest##########Carrying Value## (in millions)####December 31, 2023######December 31, 2022######December 31, 2023####December 31, 2022 Air France-KLM##Fair Value##3##%####3##%##$##110##$##97 China Eastern##Fair Value##2##%####2##%####134####189 CLEAR##Fair Value##6##%####5##%####171####227 Grupo Aerome\u0301xico##Equity Method(1)##20##%####20##%####421####412 Hanjin-KAL##Fair Value(2)##15##%####15##%####561####296 LATAM##Fair Value##10##%####10##%####658####403 Unifi Aviation##Equity Method(3)##49##%####49##%####162####165 Wheels Up##Fair Value(4)##38##%####21##%####903####54 Other investments##Various##############337####285 Equity investments##############$##3,457##$##2,128"}
-{"_id": "DAL20231247", "title": "DAL NOTE 4. INVESTMENTS", "text": "(1)Results are included in miscellaneous, net in our income statement under non-operating expense."}
-{"_id": "DAL20231248", "title": "DAL NOTE 4. INVESTMENTS", "text": "(2)At December 31, 2023, we held 14.8% of the outstanding shares (including common and preferred), and 14.9% of the common shares, of Hanjin KAL."}
-{"_id": "DAL20231249", "title": "DAL NOTE 4. INVESTMENTS", "text": "(3)Results are included in contracted services in our income statement as this entity is integral to the operations of our business by providing services at many of our airport locations."}
-{"_id": "DAL20231250", "title": "DAL NOTE 4. INVESTMENTS", "text": "(4)See below for additional information about our ownership interest and voting rights."}
-{"_id": "DAL20231253", "title": "DAL Notes to the Consolidated Financial Statements", "text": "Wheels Up. During 2023, we announced an expanded strategic partnership with Wheels Up, which included an agreement for a new credit facility to Wheels Up. This new credit facility is comprised of a $390 million term loan, of which we contributed $150 million and several other lenders contributed the remaining $240 million, and a $100 million liquidity facility that we made available to Wheels Up in the event the company's liquidity falls below $100 million. In connection with the credit facility, the term loan investors received newly issued shares of Wheels Up's common stock representing 95% of Wheels Up's outstanding equity on a fully diluted basis as of the closing of the initial extension of credit."}
-{"_id": "DAL20231254", "title": "DAL Notes to the Consolidated Financial Statements", "text": "Our $150 million cash contribution was reflected as an investing outflow in our cash flows statement and allocated on a relative fair value basis to a loan receivable within other noncurrent assets and an equity investment on our balance sheet. Combined with our previous ownership stake, this new investment provides us with a 38% equity interest in Wheels Up. Delta's voting rights with respect to its Wheels Up equity interest are capped at 29.9%."}
-{"_id": "DAL20231255", "title": "DAL Notes to the Consolidated Financial Statements", "text": "As a result of the transaction, we concluded that Wheels Up is a variable interest entity (\"VIE\"). A VIE requires consolidation by the entity\u2019s primary beneficiary. We determined that we are not the primary beneficiary after assessing the decision-making process for the significant activities of Wheels Up, concluding that Wheels Up's Board of Directors continues to possess the decision-making authority over the significant activities, and we do not control Wheels Up's Board. Based on this assessment, Wheels Up is not consolidated in our financial statements."}
-{"_id": "DAL20231256", "title": "DAL Notes to the Consolidated Financial Statements", "text": "We continue to account for our Wheels Up equity interest under the fair value option, as originally elected as part of our initial acquisition of Wheels Up shares in 2020. During 2023, we recorded a $786 million mark-to-market gain on our investment in Wheels Up based on the closing price of its shares as traded on the New York Stock Exchange. As of December 31, 2023, Wheels Up's public float was under 5% of the total outstanding shares which contributed to significant volatility in the value of our Wheels Up equity investment since the announcement of Wheels Up's credit facility in September 2023. The Wheels Up shares issued to Delta and the other term loan lenders were unregistered as of December 31, 2023 and are subject to a contractual transfer restriction until the first anniversary of the credit facility (September 2024). Following the expiration of this restriction, our equity investment in Wheels Up will be subject to certain, more limited transfer restrictions. We also account for our loan receivable at fair value, as the fair value option is applied to all of an investor's financial interests in the same entity. None of the $100 million liquidity facility has been drawn as of December 31, 2023."}
-{"_id": "DAL20231258", "title": "DAL Other Investments", "text": "This category includes various investments that are accounted for at fair value or under the equity method, depending on our ownership interest and the level of influence conveyed by our investment. Among others, this category includes our equity method investments in Virgin Atlantic and JFK IAT Member LLC."}
-{"_id": "DAL20231259", "title": "DAL Other Investments", "text": "Virgin Atlantic. The carrying value of our investment in Virgin Atlantic remains zero as of December 31, 2023. We maintain our 49% equity interest and continue to track our share of Virgin Atlantic's losses under the equity method of accounting. These previously unrecognized losses are only recorded to the extent we make additional investments in Virgin Atlantic (i.e., additional shareholder support). As of December 31, 2023, we have approximately $400 million of unrecognized equity method losses related to our 49% interest in Virgin Atlantic."}
-{"_id": "DAL20231260", "title": "DAL Other Investments", "text": "JFK IAT Member LLC is discussed further in Note 8, \"Airport Redevelopment.\""}
-{"_id": "DAL20231263", "title": "DAL Goodwill and Indefinite-Lived Intangible Assets", "text": "Our goodwill and identifiable intangible assets relate to the airline segment. We apply a fair value-based impairment test to the carrying value of goodwill and indefinite-lived intangible assets on an annual basis (as of October 1) and, if certain events or circumstances indicate that an impairment loss may have been incurred, on an interim basis. We assess the value of our goodwill and indefinite-lived assets under either a qualitative or quantitative approach. Under a qualitative approach, we consider various market factors, including certain of the key assumptions listed below. We analyze these factors to determine if events and circumstances have affected the fair value of goodwill and indefinite-lived intangible assets. If we determine that it is more likely than not that the asset may be impaired, we use the quantitative approach to assess the asset's fair value and the amount of the impairment. Under a quantitative approach, we calculate the fair value of the asset incorporating the key assumptions listed below into our calculation."}
-{"_id": "DAL20231266", "title": "DAL Notes to the Consolidated Financial Statements", "text": "We value goodwill and indefinite-lived intangible assets primarily using market and income approach valuation techniques. These measurements include the following key assumptions (1) forecasted revenues, expenses and cash flows, (2) current discount rates, (3) observable market transactions and (4) anticipated changes to the regulatory environment (e.g., changes in slot access and/or availability, additional Open Skies agreements or changes to antitrust approvals). These assumptions are consistent with those that hypothetical market participants would use. Because we are required to make estimates and assumptions when evaluating goodwill and indefinite-lived intangible assets for impairment, actual transaction amounts may differ materially from these estimates. We recognize an impairment charge if the asset's carrying value exceeds its estimated fair value."}
-{"_id": "DAL20231267", "title": "DAL Notes to the Consolidated Financial Statements", "text": "Changes in certain events and circumstances could result in impairment or a change from indefinite-lived to definite-lived. Factors which could cause impairment include, but are not limited to (1) negative trends in our market capitalization, (2) reduced profitability resulting from lower passenger mile yields or higher input costs (primarily related to fuel and employees), (3) lower passenger demand as a result of weakened U.S. and global economies or other factors, (4) interruption to our operations due to a prolonged employee strike, terrorist attack or other reasons, (5) changes to the regulatory environment (e.g., changes in slot access and/or availability, additional Open Skies agreements or changes to antitrust approvals), (6) competitive changes by other airlines and (7) strategic changes to our operations leading to diminished utilization of the intangible assets."}
-{"_id": "DAL20231268", "title": "DAL Notes to the Consolidated Financial Statements", "text": "Identifiable Intangible Assets. Indefinite-lived assets are not amortized and consist of routes, slots, the Delta tradename and assets related to alliances and collaborative arrangements. Definite-lived intangible assets consist primarily of marketing and maintenance service agreements and are amortized on a straight-line basis or under the undiscounted cash flows method over the estimated economic life of the respective agreements. Costs incurred to renew or extend the term of an intangible asset are expensed as incurred."}
-{"_id": "DAL20231278", "title": "DAL Notes to the Consolidated Financial Statements", "text": "During the December 2023 quarter, we performed a quantitative valuation of our goodwill and indefinite-lived intangible assets as the most recent quantitative analysis was several years ago. These quantitative impairment tests of goodwill and intangibles concluded that there was no indication of impairment as the fair values exceeded our carrying values. Goodwill and indefinite-lived intangible assets by category######## ######Carrying Value at## (in millions)####December 31, 2023####December 31, 2022 Goodwill##$##9,753##$##9,753 International routes and slots####2,583####2,583 Airline alliances####1,863####1,863 Delta tradename####850####850 Domestic slots####622####622 Total##$##15,671##$##15,671"}
-{"_id": "DAL20231279", "title": "DAL Notes to the Consolidated Financial Statements", "text": "International Routes and Slots. This primarily relates to Pacific route authorities and slots at capacity-constrained airports in Asia, and slots at London-Heathrow airport."}
-{"_id": "DAL20231280", "title": "DAL Notes to the Consolidated Financial Statements", "text": "Airline Alliances. This primarily relates to our commercial agreements with LATAM and our SkyTeam partners."}
-{"_id": "DAL20231281", "title": "DAL Notes to the Consolidated Financial Statements", "text": "Domestic Slots. This primarily relates to our slots at New York-LaGuardia and Washington-Reagan National airports."}
-{"_id": "DAL20231291", "title": "DAL Definite-Lived Intangible Assets", "text": " Definite-lived intangible assets by category################ ######December 31, 2023########December 31, 2022## (in millions)####Gross Carrying Value####Accumulated Amortization####Gross Carrying Value####Accumulated Amortization Marketing agreements##$##730##$##(708)##$##730##$##(704) Maintenance contracts####192####(150)####192####(145) Other####54####(53)####54####(53) Total##$##976##$##(911)##$##976##$##(902)"}
-{"_id": "DAL20231292", "title": "DAL Definite-Lived Intangible Assets", "text": "Amortization expense was $9 million, $9 million and $10 million for the years ended December 31, 2023, 2022 and 2021, respectively. Based on our definite-lived intangible assets at December 31, 2023, we estimate that we will incur approximately $8 million of amortization expense annually from 2024 through 2028."}
-{"_id": "DAL20231305", "title": "DAL NOTE 6. DEBT", "text": "The following table summarizes our debt as of the dates indicated below: Summary of outstanding debt by category###################### ######Maturity Dates######Interest Rate(s) Per Annum at December 31, 2023########December 31,## (in millions)##################2023####2022 Unsecured Payroll Support Program Loans##2030####to##2031####1.00%####$##3,496##$##3,496 Unsecured notes##2024####to##2029##2.90%##to##7.38%####2,590####2,997 Financing arrangements secured by SkyMiles assets:###################### SkyMiles Notes(1)##2024####to##2028##4.50%##and##4.75%####4,518####5,144 SkyMiles Term Loan(1)(2)##2024####to##2027####9.17%######1,772####2,820 NYTDC Special Facilities Revenue Bonds(1)##2024####to##2045##4.00%##to##6.00%####3,656####2,838 Financing arrangements secured by aircraft:###################### Certificates(1)##2024####to##2028##2.00%##to##8.00%####1,591####1,802"}
-{"_id": "DAL20231316", "title": "DAL Notes(1)(2)##2024####to##2033##6.72%##to##7.65%####165####813", "text": " ####Financing arrangements secured by slots, gates and/or routes:################## 2020 Senior Secured Notes######2025######7.00%######838####1,542 2018 Revolving Credit Facility(2)##2026####to##2028####Undrawn######\u2014####\u2014 Other financings(1)(2)##2024####to##2030##2.51%##to##5.00%####67####67 Other revolving credit facilities(2)##2024####to##2026####Undrawn######\u2014####\u2014 Total secured and unsecured debt##################18,693####21,519 ####Unamortized (discount)/premium and debt issuance cost, net and other##############(83)####(138) Total debt##################18,610####21,381 Less: current maturities##################(2,625)####(2,055) Total long-term debt################$##15,985##$##19,326"}
-{"_id": "DAL20231317", "title": "DAL Notes(1)(2)##2024####to##2033##6.72%##to##7.65%####165####813", "text": "(1)Due in installments."}
-{"_id": "DAL20231318", "title": "DAL Notes(1)(2)##2024####to##2033##6.72%##to##7.65%####165####813", "text": "(2)Certain financings are comprised of variable rate debt. All variable rates are equal to SOFR (generally subject to a floor) or another index rate plus a specified margin."}
-{"_id": "DAL20231320", "title": "DAL Early Settlement of Outstanding Notes", "text": "During 2023, we repurchased a principal amount of $1.4 billion of various secured and unsecured notes and a portion of the SkyMiles Term Loan on the open market and made early principal repayments of $585 million on various notes secured by aircraft. Collectively, these payments resulted in a $63 million loss on extinguishment of debt, which is recorded in non-operating expense in our income statement."}
-{"_id": "DAL20231324", "title": "DAL Availability Under Revolving Facilities", "text": "As of December 31, 2023, we had approximately $2.9 billion undrawn and available under our revolving credit facilities. In addition, we had $450 million of outstanding letters of credit as of December 31, 2023 that did not affect the availability under our revolvers."}
-{"_id": "DAL20231325", "title": "DAL Availability Under Revolving Facilities", "text": "New York Transportation Development Corporation (\"NYTDC\") Special Facilities Revenue Bonds, Series 2023"}
-{"_id": "DAL20231326", "title": "DAL Availability Under Revolving Facilities", "text": "In the December 2023 quarter, the NYTDC issued Special Facilities Revenue Bonds (\"Series 2023 Bonds\") in the aggregate principal amount of $878 million. We entered into loan agreements with the NYTDC to use the proceeds from the Series 2023 Bonds to finance a portion of the costs of the construction project that is currently in process at LaGuardia Airport. The proceeds from the Series 2023 Bonds are recorded in other noncurrent assets on our balance sheets. See Note 8, \"Airport Redevelopment,\" for further information on our LaGuardia Airport project."}
-{"_id": "DAL20231327", "title": "DAL Availability Under Revolving Facilities", "text": "We are required to pay debt service on the Series 2023 Bonds through payments under loan agreements with NYTDC, and we have guaranteed the Series 2023 Bonds."}
-{"_id": "DAL20231329", "title": "DAL 2018 Revolving Credit Facility", "text": "In the December 2023 quarter, we entered into an amended and restated credit agreement (the \"A&R Credit Facility\") which amends and restates the previous 2018 revolving credit facility. The A&R Credit Facility was undrawn at the time we entered into it and at December 31, 2023. The A&R Credit Facility contains a $1.325 billion three-year revolving facility, a $1.325 billion five-year revolving facility and a $360 million three-year standby letter of credit facility. Up to $250 million of each of the three-year and the five-year facilities can also be used for the issuance of letters of credit. The A&R Credit Facility contains an accordion feature under which the aggregate commitments can be increased up to $3.65 billion subject to certain conditions."}
-{"_id": "DAL20231330", "title": "DAL 2018 Revolving Credit Facility", "text": "The A&R Credit Facility is secured by a first lien on collateral consistent with the existing credit agreement, which includes our Pacific route authorities and certain related assets. We also have the option of pledging additional collateral. The A&R Credit Facility provides for the release of the lien on the collateral if we receive and maintain an investment grade rating with stable outlook from at least two of the three rating agencies (such date on which the collateral release conditions are met, the \"Collateral Release Date\")."}
-{"_id": "DAL20231336", "title": "DAL Fair Value of Debt", "text": "Market risk associated with our fixed- and variable-rate debt relates to the potential reduction in fair value and negative impact to future earnings, respectively, from an increase in interest rates. The fair value of debt, shown below, is principally based on reported market values, recently completed market transactions and estimates based on interest rates, maturities, credit risk and underlying collateral. Debt is primarily classified as Level 2 within the fair value hierarchy. Fair value of outstanding debt######## (in millions)####December 31, 2023####December 31, 2022 Net carrying amount##$##18,610##$##21,381 Fair value##$##18,400##$##20,700"}
-{"_id": "DAL20231340", "title": "DAL Covenants", "text": "Our debt agreements contain various affirmative, negative and financial covenants. For example, our credit facilities and our SkyMiles financing agreements, contain, among other things, a minimum liquidity covenant. The minimum liquidity covenant requires us to maintain at least $2.0 billion of liquidity (defined as cash, cash equivalents, short-term investments and aggregate principal amount committed and available to be drawn under our revolving credit facilities). Certain of our debt agreements also include collateral coverage ratios and limit our ability to (1) incur liens under certain circumstances, (2) dispose of collateral and (3) engage in mergers and consolidations or transfer all or substantially all of our assets. On or after the Collateral Release Date, collateral and liquidity covenants in the A&R Credit Facility will be replaced to include, among other things, (1) restrictions on our ability to place liens on, or to sell or otherwise dispose of, a designated pool of assets and (2) minimum fixed charge coverage ratio and minimum asset coverage ratio covenants. Our SkyMiles financing agreements include a debt service coverage ratio and also restrict our ability to, among other things, (1) modify the terms of the SkyMiles program, or otherwise change the policies and procedures of the SkyMiles program, in a manner that would reasonably be expected to materially impair repayment of the SkyMiles Debt, (2) sell pre-paid miles in excess of $550 million in the aggregate and (3) terminate or materially modify the intercompany arrangements governing the relationship between Delta and SkyMiles IP Ltd. with respect to the SkyMiles program."}
-{"_id": "DAL20231341", "title": "DAL Covenants", "text": "Each of these restrictions, however, is subject to certain exceptions and qualifications that are set forth in these debt agreements. We were in compliance with the covenants in our debt agreements at December 31, 2023."}
-{"_id": "DAL20231352", "title": "DAL Future Maturities", "text": "The following table summarizes scheduled maturities of our debt for the years succeeding December 31, 2023: ####Future debt maturities######## (in millions)####Total Debt####Amortization of Debt (Discount)/Premium and Debt Issuance Cost, net and other#### 2024##$##2,633##$##(49)#### 2025####2,006####(32)#### 2026####2,610####(6)#### 2027####2,315####\u2014#### 2028####1,884####\u2014#### Thereafter####7,245####4#### Total##$##18,693##$##(83)##$##18,610"}
-{"_id": "DAL20231354", "title": "DAL NOTE 7. LEASES", "text": "We lease property and equipment under finance and operating leases. For leases with terms greater than 12 months, we record the related asset and obligation at the present value of the fixed minimum lease payments over the term. Many of our leases include rental escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when appropriate. We do not separate lease and nonlease components of contracts, except for regional aircraft and information technology (\"IT\") assets as discussed below."}
-{"_id": "DAL20231355", "title": "DAL NOTE 7. LEASES", "text": "We use the rate implicit in the lease to discount lease payments to present value, when readily determinable. As the rate implicit in the lease is rarely readily determinable, we use our incremental borrowing rate, which is based on the estimated interest rate for collateralized borrowing over a similar term of the lease at commencement date."}
-{"_id": "DAL20231356", "title": "DAL NOTE 7. LEASES", "text": "Some of our aircraft lease agreements include provisions for residual value guarantees. These guarantees represent an immaterial portion of our lease liability."}
-{"_id": "DAL20231360", "title": "DAL Aircraft", "text": "As of December 31, 2023, including aircraft operated by our regional carriers, we leased 225 aircraft, of which 111 were under finance leases and 114 were operating leases. Our aircraft leases had remaining lease terms of five months to 12 years."}
-{"_id": "DAL20231361", "title": "DAL Aircraft", "text": "In addition, we have regional aircraft leases that are embedded within our capacity purchase agreements and included in the ROU asset and lease liability. We allocated the consideration in each capacity purchase agreement to the lease and nonlease components based on their relative standalone fair values. Lease components of these agreements consist of 116 aircraft as of December 31, 2023 and nonlease components primarily consist of flight operations, in-flight and maintenance services. We determined our best estimate of the standalone fair value of the individual components by considering observable information including rates paid by our wholly owned subsidiary, Endeavor Air, Inc., and rates published by independent valuation firms. See Note 10, \"Commitments and Contingencies,\" for additional information about our capacity purchase agreements."}
-{"_id": "DAL20231363", "title": "DAL Airport Facilities", "text": "Our facility leases are primarily for space at approximately 300 airports around the world that we serve. These leases reflect our use of airport terminals, office space, cargo warehouses and maintenance facilities. We generally lease space from government agencies that control the use of the airport, and as a result, these leases are classified as operating leases. The remaining lease terms vary from one month to 29 years. At the majority of the U.S. airports, the lease rates depend on airport operating costs or use of the facilities and are reset at least annually. Because of the variable nature of the rates, these leases are not recorded on our balance sheets as a ROU asset and lease liability."}
-{"_id": "DAL20231364", "title": "DAL Airport Facilities", "text": "Some airport facilities have fixed payment schedules, the most significant of which are New York-LaGuardia and New York-JFK. For those airport leases, we have recorded a ROU asset and lease liability representing the fixed component of the lease payments. See Note 8, \"Airport Redevelopment,\" for more information on our significant airport redevelopment projects."}
-{"_id": "DAL20231366", "title": "DAL Other Ground Property and Equipment", "text": "We lease certain IT assets (including servers, mainframes, etc.), ground support equipment (including tugs, tractors, fuel trucks and de-icers), and various other equipment. The remaining lease terms range from one month to six years. Certain leased assets are embedded within various ground and IT service agreements. For ground service contracts, we have elected to include both the lease and nonlease components in the lease asset and lease liability balances on our balance sheets. For IT service contracts, we have elected to separate the lease and nonlease components and only the lease components are included in the lease asset and lease liability balances on our balance sheets. The amounts of these lease and nonlease components are not significant."}
-{"_id": "DAL20231391", "title": "DAL Lease Position", "text": "The table below presents the lease-related assets and liabilities recorded on the balance sheets. ##Lease asset and liability balance sheet position by category############## ############December 31,#### (in millions)####Classification on the Balance Sheet####2023######2022## Assets################ Operating lease assets####Operating lease right-of-use assets##$##7,004####$##7,036## Finance lease assets####Property and equipment, net####1,338######1,487## Total lease assets######$##8,342####$##8,523## Liabilities################ Current################ Operating####Current maturities of operating leases##$##759####$##714## Finance####Current maturities of debt and finance leases####358######304## Noncurrent################ Operating####Noncurrent operating leases####6,468######6,866## Finance####Debt and finance leases####1,086######1,345## Total lease liabilities######$##8,671####$##9,229## Weighted-average remaining lease term################ Operating leases########13 years######13 years## Finance leases########4 years######5 years## Weighted-average discount rate################ Operating leases########3.73##%####4.30##% Finance leases########3.12##%####3.05##%"}
-{"_id": "DAL20231403", "title": "DAL Lease Costs", "text": "The table below presents certain information related to the lease costs for finance and operating leases. Lease cost by category############ ########Year Ended December 31,#### (in millions)####2023####2022####2021 Finance lease cost############ Amortization of leased assets##$##109##$##120##$##131 Interest of lease liabilities####42####45####55 Operating lease cost(1)####981####949####863 Short-term lease cost(1)####258####281####245 Variable lease cost(1)####2,230####1,859####1,599 Total lease cost##$##3,620##$##3,254##$##2,893"}
-{"_id": "DAL20231404", "title": "DAL Lease Costs", "text": "(1)Expenses are primarily classified within aircraft rent, landing fees and other rents and regional carrier expense on our income statement."}
-{"_id": "DAL20231415", "title": "DAL Other Information", "text": "The table below presents supplemental cash flow information related to leases. Supplemental lease-related cash flow information############ ########Year Ended December 31,#### (in millions)####2023####2022####2021 Cash paid for amounts included in the measurement of lease liabilities############ Operating cash flows for operating leases##$##1,230##$##809##$##999 Operating cash flows for finance leases####71####49####46 Financing cash flows for finance leases####264####363####336"}
-{"_id": "DAL20231430", "title": "DAL Undiscounted Cash Flows", "text": "The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the finance lease liabilities and operating lease liabilities recorded on the balance sheets. ####Future lease cash flows and reconciliation to the balance sheet#### (in millions)####Operating Leases####Finance Leases 2024##$##1,021##$##395 2025####990####257 2026####899####192 2027####860####391 2028####772####164 Thereafter####4,705####157 Total minimum lease payments####9,247####1,556 Less: amount of lease payments representing interest####(2,020)####(112) Present value of future minimum lease payments####7,227####1,444 Less: current obligations under leases####(759)####(358) Long-term lease obligations##$##6,468##$##1,086"}
-{"_id": "DAL20231431", "title": "DAL Undiscounted Cash Flows", "text": "As of December 31, 2023, we had additional leases that had not yet commenced of $151 million. These leases will commence in 2024 with lease terms of 4 to 19 years."}
-{"_id": "DAL20231434", "title": "DAL New York-JFK Airport", "text": "We are enhancing and expanding our facilities at Terminal 4 of JFK to strengthen our competitive position and offer a premium travel experience for customers in New York City. Terminal 4 is operated by JFK International Air Terminal LLC (\"IAT\"), a private party, under its lease with the Port Authority of New York and New Jersey (\"Port Authority\"). We have a long-term agreement with IAT to sublease space in Terminal 4 through 2043 (\"Sublease\")."}
-{"_id": "DAL20231435", "title": "DAL New York-JFK Airport", "text": "In 2021, the Port Authority approved plans to renovate and expand Terminal 4 in order to facilitate Delta's relocation from Terminal 2 and consolidation of its operations into Terminal 4. The project is adding 10 new gates and other complementary facilities, including an additional Delta Sky Club and a new Delta premium lounge. The project is estimated to cost approximately $1.6 billion and will be funded primarily with bonds issued in 2022 by the NYTDC for which our landlord, IAT, is the obligor. The majority of project costs are being used to expand or modify Delta's leased premises. Construction started in late 2021 and in 2023 we substantially completed a majority of Delta's portion of the project and consolidated all operations to Terminal 4. Based on our assessment of the project, we concluded that we do not control the underlying assets being constructed, and therefore, we do not have the project asset or related obligation recorded on our balance sheets."}
-{"_id": "DAL20231438", "title": "DAL Notes to the Consolidated Financial Statements", "text": "Equity Investment. We have an equity method investment in JFK IAT Member LLC, which owns IAT. The Sublease requires us to pay certain fixed management fees. We determined the investment is a variable interest entity and assessed whether we have a controlling financial interest in IAT. Our rights under the Sublease, with respect to management of Terminal 4, are consistent with rights granted to an anchor tenant under a standard airport lease. Accordingly, we do not consolidate this entity in our Consolidated Financial Statements. See Note 4, \"Investments\" for additional information on our equity investments."}
-{"_id": "DAL20231440", "title": "DAL Los Angeles International Airport (\"LAX\")", "text": "As part of the terminal redevelopment project at LAX, we are modernizing, upgrading, and providing post-security connection to Terminals 2 and 3. We announced this project and executed a modified lease agreement during 2016 with the City of Los Angeles (the \"City\"), which owns and operates LAX. This project includes a new centralized ticketing and arrival hall, a new security checkpoint, core infrastructure to support the City's planned airport people mover, ramp improvements and a post-security connector to the north side of the Tom Bradley International Terminal."}
-{"_id": "DAL20231441", "title": "DAL Los Angeles International Airport (\"LAX\")", "text": "The project is expected to cost approximately $2.4 billion. A substantial majority of the project costs are being funded through the Regional Airports Improvement Corporation (\"RAIC\"), a California public benefit corporation, using a revolving credit facility provided by a group of lenders. The credit facility was executed in 2017 and we have guaranteed the obligations of the RAIC under the credit facility. During 2023, the revolving credit facility agreement was amended and the revolver capacity was reduced to $626 million. Loans made under the credit facility are being repaid with the proceeds from the City\u2019s purchase of completed project assets. Under the lease agreement and subsequent project component approvals by the City's Board of Airport Commissioners, the City has appropriated to date approximately $1.8 billion to purchase completed project assets, representing the maximum allowable reimbursement by the City. Costs incurred in excess of the $1.8 billion maximum will not be reimbursed by the City. We currently expect our net project costs to be approximately $600 million, of which approximately $350 million has been reflected as investing activities and approximately $200 million as operating activities in our cash flows statement since the project started in 2017."}
-{"_id": "DAL20231442", "title": "DAL Los Angeles International Airport (\"LAX\")", "text": "In 2020, we enhanced the project\u2019s scope to include a more customer-friendly design of Terminal 3, an expanded Delta Sky Club and baggage system upgrades designed to increase the terminals\u2019 operational efficiency going forward. In 2023, we substantially completed all construction for this project."}
-{"_id": "DAL20231443", "title": "DAL Los Angeles International Airport (\"LAX\")", "text": "Based on our assessment of the project, we concluded that we do not control the underlying assets being constructed, and therefore, we do not have the project asset or related obligation recorded on our balance sheets, except for certain assets recorded as leasehold improvements within property and equipment, net on our balance sheets."}
-{"_id": "DAL20231444", "title": "DAL Los Angeles International Airport (\"LAX\")", "text": "We have recorded approximately $200 million as a ROU asset on our balance sheets related to certain costs incurred in excess of RAIC funding, though we have not recognized a ROU asset and lease liability on our balance sheets for the variable lease payments in our agreement with the City. See Note 7, \"Leases\" for more information on our ROU assets and lease liabilities."}
-{"_id": "DAL20231446", "title": "DAL New York-LaGuardia Airport", "text": "As part of the terminal redevelopment project at LaGuardia Airport, we are partnering with the Port Authority to replace Terminals C and D with a new state-of-the-art terminal facility consisting of 37 gates across four concourses connected to a central headhouse. The completed terminal redevelopment features a new, larger Delta Sky Club, wider concourses, more gate seating and nearly double the amount of concessions space than the prior terminals. The completed facility also offers direct access between the parking garage and terminal and improved roadways and drop-off/pick-up areas. Construction is underway and is being phased to limit passenger inconvenience."}
-{"_id": "DAL20231447", "title": "DAL New York-LaGuardia Airport", "text": "We have opened Concourse E, Concourse G, the headhouse (including the Delta Sky Club), the terminal roadways and portions of Concourse D and Concourse F. Due to an acceleration effort that commenced in 2020, substantial completion is expected by the end of 2024."}
-{"_id": "DAL20231450", "title": "DAL Notes to the Consolidated Financial Statements", "text": "In connection with the redevelopment, during 2017, we entered into an amended and restated terminal lease with the Port Authority with a term through 2050. Pursuant to the lease agreement, as amended to date, we (1) are funding (through debt issuance and existing cash) and undertaking the design, management and construction of the terminal and certain off-premises supporting facilities, (2) are receiving a Port Authority contribution of approximately $500 million to facilitate construction of the terminal and other supporting infrastructure, (3) will be responsible for all operations and maintenance during the term of the lease and (4) will have preferential rights to all gates in the terminal subject to Port Authority requirements with respect to accommodation of designated carriers."}
-{"_id": "DAL20231451", "title": "DAL Notes to the Consolidated Financial Statements", "text": "The project is expected to cost $4.3 billion and the total amount spent to date is approximately $3.7 billion. We currently expect our net project cost to be approximately $3.8 billion and we bear the risks of project construction, including any potential cost over-runs. We entered into loan agreements to fund a portion of the construction, which are recorded on our balance sheets as debt with the proceeds reflected as restricted cash. Using funding primarily provided by these arrangements, we spent approximately $500 million, $650 million and $950 million during 2023, 2022 and 2021, respectively. Based on our assessment of the project, we concluded that we do not control the underlying assets being constructed. Costs incurred by Delta are accounted for as leasehold improvements recorded in property and equipment, net on our balance sheets. See Note 6, \"Debt,\" for additional information on the debt (NYTDC Special Facilities Revenue Bonds) related to this redevelopment project."}
-{"_id": "DAL20231453", "title": "DAL NOTE 9. EMPLOYEE BENEFIT PLANS", "text": "We sponsor defined benefit and defined contribution pension plans, healthcare plans and disability and survivorship plans for eligible employees and retirees and their eligible family members."}
-{"_id": "DAL20231454", "title": "DAL NOTE 9. EMPLOYEE BENEFIT PLANS", "text": "Defined Benefit Pension Plans. We sponsor defined benefit pension plans for eligible employees and retirees. These plans are generally closed to new entrants and frozen for future benefit accruals. Our funding obligations for qualified defined benefit plans are governed by the Employee Retirement Income Security Act and any applicable legislation. Under the Pension Protection Act of 2006, we elected alternative funding rules so that the unfunded liability for a frozen defined benefit plan may be amortized over a fixed 17-year period and is calculated using an 8.85% discount rate until the 17-year period expires for all frozen defined benefit plans by the end of 2024. Upon expiration, under legislation passed in 2021, any required funding would be amortized over a rolling 15-year period and calculated using a discount rate of no less than 4.75% through 2030. We have no minimum funding requirements for these plans in 2024 and do not plan to make voluntary contributions during 2024."}
-{"_id": "DAL20231455", "title": "DAL NOTE 9. EMPLOYEE BENEFIT PLANS", "text": "During 2023, we established a market based cash balance defined benefit pension plan for eligible pilots that is funded by company contributions in excess of IRS limits in the 401(k) plan. Prior to 2023, these contributions were reflected in our cost associated with the defined contribution pension plans shown below. The company funds the plan with cash contributions as benefits are earned and invests those assets. The participants\u2019 benefit is the sum of the contributions made on their behalf plus any positive return on the invested contributions."}
-{"_id": "DAL20231456", "title": "DAL NOTE 9. EMPLOYEE BENEFIT PLANS", "text": "Defined Contribution Pension Plans. We sponsor several defined contribution plans. These plans generally cover different employee groups and employer contributions vary by plan. The costs associated with our defined contribution pension plans were approximately $1.2 billion, $1.0 billion and $875 million for the years ended December 31, 2023, 2022 and 2021, respectively."}
-{"_id": "DAL20231457", "title": "DAL NOTE 9. EMPLOYEE BENEFIT PLANS", "text": "Postretirement Healthcare Plans. We sponsor healthcare plans that provide benefits to eligible retirees and their dependents who are under age 65. We have generally eliminated company-paid post age 65 healthcare coverage, except for (1) subsidies available to a limited group of retirees and their dependents, (2) a group of retirees who retired prior to 1987 and (3) retiree medical accounts which provide a fixed dollar amount to eligible employees who retired under the 2012 voluntary workforce reduction programs or under the 2020 voluntary early retirement and separation programs (\"voluntary programs\")."}
-{"_id": "DAL20231458", "title": "DAL NOTE 9. EMPLOYEE BENEFIT PLANS", "text": "Postemployment Plans. We provide certain other welfare benefits to eligible former or inactive employees after employment but before retirement, primarily as part of the disability and survivorship plans. Substantially all employees are eligible for benefits under these plans in the event of death and/or disability."}
-{"_id": "DAL20231459", "title": "DAL NOTE 9. EMPLOYEE BENEFIT PLANS", "text": "Benefits under our postretirement and post employment plans are funded from current assets and employee contributions."}
-{"_id": "DAL20231480", "title": "DAL Benefit Obligations, Fair Value of Plan Assets and Funded Status", "text": " ######Pension Benefits########Other Postretirement and Postemployment Benefits## ######December 31,########December 31,## (in millions)####2023####2022####2023####2022 Benefit obligation at beginning of period##$##15,811##$##21,073##$##3,664##$##4,605 Service cost####95####\u2014####71####70 Interest cost####855####611####200####128 Actuarial loss/(gain)####351####(4,599)####24####(710) Benefits paid, including lump sums and annuities####(1,201)####(1,274)####(485)####(447) Plan amendments####\u2014####\u2014####11####\u2014 Participant contributions####\u2014####\u2014####18####18 Benefit obligation at end of period(1)##$##15,911##$##15,811##$##3,503##$##3,664 Fair value of plan assets at beginning of period##$##15,721##$##19,502##$##71##$##357 Actual gain/(loss) on plan assets####1,142####(2,517)####3####(73) Employer contributions####104####10####426####216 Participant contributions####\u2014####\u2014####18####18 Benefits paid, including lump sums and annuities####(1,201)####(1,274)####(485)####(447) Fair value of plan assets at end of period##$##15,766##$##15,721##$##33##$##71 Funded status at end of period##$##(145)##$##(90)##$##(3,470)##$##(3,593)"}
-{"_id": "DAL20231481", "title": "DAL Benefit Obligations, Fair Value of Plan Assets and Funded Status", "text": "(1) At the end of each year presented, our accumulated benefit obligations for our pension plans are equal to the benefit obligations shown above."}
-{"_id": "DAL20231482", "title": "DAL Benefit Obligations, Fair Value of Plan Assets and Funded Status", "text": "During 2023, net actuarial losses increased our benefit obligation primarily due to the decrease in discount rates while net actuarial gains decreased our benefit obligation primarily due to the increase in discount rates during 2022. These gains and losses are recorded in AOCI and reflected in the table below. Amounts are generally amortized from AOCI over the expected future lifetime of plan participants."}
-{"_id": "DAL20231493", "title": "DAL Balance Sheet Position", "text": " ######Pension Benefits########Other Postretirement and Postemployment Benefits## ######December 31,########December 31,## (in millions)####2023####2022####2023####2022 Prepaid pension assets##$##22##$##27##$##\u2014##$##\u2014 Current liabilities####(9)####(9)####(404)####(369) Noncurrent liabilities####(158)####(108)####(3,066)####(3,224) Funded status at end of period##$##(145)##$##(90)##$##(3,470)##$##(3,593) Net actuarial (loss)/gain##$##(6,474)##$##(6,444)##$##(162)##$##(155) Prior service credit####\u2014####\u2014####1####18 Total accumulated other comprehensive loss, pre-tax##$##(6,474)##$##(6,444)##$##(161)##$##(137)"}
-{"_id": "DAL20231494", "title": "DAL Balance Sheet Position", "text": "Certain pension plans have benefit obligations in excess of plan assets. These plans have aggregate projected benefit obligations of $8.6 billion and aggregate fair value of plan assets of $8.4 billion at December 31, 2023."}
-{"_id": "DAL20231507", "title": "DAL Net Periodic Cost/(Benefit)", "text": " ########Pension Benefits############Other Postretirement and Postemployment Benefits#### ########Year Ended December 31,############Year Ended December 31,#### (in millions)####2023####2022####2021####2023####2022####2021 Service cost##$##95##$##\u2014##$##\u2014##$##71##$##70##$##86 Interest cost####855####611####582####200####128####117 Expected return on plan assets####(1,060)####(1,319)####(1,522)####(1)####(17)####(34) Amortization of prior service credit####\u2014####\u2014####\u2014####(5)####(5)####(6) Recognized net actuarial loss####240####255####354####14####56####55 Settlements####\u2014####\u2014####2####\u2014####\u2014####\u2014 Net periodic cost/(benefit)##$##130##$##(453)##$##(584)##$##279##$##232##$##218"}
-{"_id": "DAL20231508", "title": "DAL Net Periodic Cost/(Benefit)", "text": "Service cost is recorded in salaries and related costs in the income statement, while all other components are recorded within pension and related (expense)/benefit under non-operating expense. Service cost listed under Pension Benefits relates solely to the new market based cash balance defined benefit pension plan discussed above."}
-{"_id": "DAL20231518", "title": "DAL Assumptions", "text": "We used the following actuarial assumptions to determine our benefit obligations and our net periodic cost/(benefit) for the periods presented: ######December 31,#### Benefit Obligations(1)##2023######2022## Weighted average discount rate##5.31##%####5.62##% ######Year Ended December 31,###### Net Periodic Cost/(Benefit)(1)##2023####2022####2021## Weighted average discount rate##5.59##%##2.96##%##2.61##% Weighted average expected long-term rate of return on plan assets##7.00##%##7.00##%##8.98##% Assumed healthcare cost trend rate for the next year(2)##6.25##%##6.50##%##6.25##%"}
-{"_id": "DAL20231519", "title": "DAL Assumptions", "text": "(1)Future employee compensation levels do not impact our frozen defined benefit pension plans or other postretirement plans and impact only a small portion of our other postemployment obligation."}
-{"_id": "DAL20231520", "title": "DAL Assumptions", "text": "(2)Healthcare cost trend rate is assumed to decline gradually to 5.00% by 2029 and remain unchanged thereafter."}
-{"_id": "DAL20231521", "title": "DAL Assumptions", "text": "Expected Long-Term Rate of Return. Our expected long-term rate of return on plan assets is based primarily on plan-specific investment studies using historical market return and volatility data. Modest excess return expectations versus some public market indices are incorporated into the return projections based on the actively managed structure of the investment programs and their records of achieving such returns historically. We also expect to receive a premium for investing in less liquid private markets. We review our rate of return on plan assets assumptions annually. Our annual investment performance for one particular year does not, by itself, significantly influence our evaluation. The investment strategy for our defined benefit pension plan assets is to earn a long-term return that meets or exceeds our annualized return target while taking an acceptable level of risk and maintaining sufficient liquidity to pay current benefits and other cash obligations of the plan. This is achieved by investing in a globally diversified mix of public and private equity, fixed income, real assets, hedge funds and other assets and instruments. Our weighted average expected long-term rate of return on assets for net periodic cost/(benefit) for the year ended December 31, 2023 was 7.00%."}
-{"_id": "DAL20231522", "title": "DAL Assumptions", "text": "Life Expectancy. Changes in life expectancy may significantly impact our benefit obligations and future net periodic cost/(benefit). Each year we review information published by the Society of Actuaries and other publicly available information to develop our best estimate of life expectancy for purposes of measuring pension and other postretirement and postemployment benefit obligations."}
-{"_id": "DAL20231526", "title": "DAL Benefit Payments", "text": "Benefit payments in the table below are based on the same assumptions used to measure the related benefit obligations. Actual benefit payments may vary significantly from these estimates. Benefits earned under our pension plans are expected to be paid from funded benefit plan trusts, while our other postretirement and postemployment benefits are funded from current assets."}
-{"_id": "DAL20231535", "title": "DAL Benefit Payments", "text": "The following table summarizes the benefit payments that are expected to be paid in the years ending December 31: Expected future benefit payments######## (in millions)####Pension Benefits####Other Postretirement and Postemployment Benefits 2024##$##1,310##$##450 2025####1,350####440 2026####1,350####440 2027####1,360####440 2028####1,360####450 2029-2033####6,670####2,190"}
-{"_id": "DAL20231537", "title": "DAL Plan Assets", "text": "We have adopted and implemented investment policies for our defined benefit pension plans that incorporate strategic asset allocation mixes intended to best meet the plans' long-term obligations, while maintaining an appropriate level of risk and liquidity. These asset portfolios employ a diversified mix of investments, which are reviewed periodically. Active management strategies are utilized where feasible in an effort to realize investment returns in excess of market indices. Derivatives in the plans are primarily used to manage risk and gain asset class exposure while still maintaining liquidity. As part of these strategies, the plans are required to hold cash collateral associated with certain derivatives. Our investment strategies target a mix of 20-40% growth-seeking assets, 25-35% income-generating assets and 35-45% risk-diversifying assets. Risk diversifying assets include hedge funds implementing long-short, market neutral and relative value strategies that invest primarily in publicly-traded equity, fixed income, foreign currency and commodity securities and are used to improve the impact of active management on the plans."}
-{"_id": "DAL20231538", "title": "DAL Plan Assets", "text": "Benefit Plan Assets Measured at Fair Value on a Recurring Basis"}
-{"_id": "DAL20231550", "title": "DAL Plan Assets", "text": "Benefit plan assets relate to our defined benefit pension plans and certain of our postemployment benefit plans. These investments are presented net of the related benefit obligation in either other noncurrent assets or pension, postretirement and related benefits on the balance sheets depending on the funded status of each plan. See Note 3, \"Fair Value Measurements,\" for a description of the levels within the fair value hierarchy and associated valuation techniques used to measure fair value. The following table shows our benefit plan assets by asset class. ######Benefit plan assets measured at fair value on a recurring basis################## ########December 31, 2023############December 31, 2022#### (in millions)####Level 1####Level 2####Total####Level 1####Level 2####Total Fixed income and fixed income-related instruments##$##300##$##1,858##$##2,158##$##77##$##1,366##$##1,443 Cash equivalents####471####685####1,156####629####265####894 Equities and equity-related instruments####647####122####769####420####25####445 Delta common stock####419####\u2014####419####343####\u2014####343 Real assets####11####236####247####17####170####187 Benefit plan assets##$##1,848##$##2,901##$##4,749##$##1,486##$##1,826##$##3,312 Investments measured at net asset value (\"NAV\")(1)############11,417############12,329 Total benefit plan assets##########$##16,166##########$##15,641"}
-{"_id": "DAL20231551", "title": "DAL Plan Assets", "text": "(1) Investments that were measured at NAV per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy."}
-{"_id": "DAL20231554", "title": "DAL Notes to the Consolidated Financial Statements", "text": "Fixed Income and Fixed Income-Related Instruments. These investments include corporate bonds, government bonds, collateralized mortgage obligations and other asset-backed securities, and are generally valued at the bid price or the average of the bid and ask price. Prices are based on pricing models, quoted prices of securities with similar characteristics or broker quotes. Fixed income-related instruments include investments in securities traded on exchanges, including listed futures and options, which are valued at the last reported sale prices on the last business day of the year, or if not available, the last reported bid prices. Over-the-counter securities are valued at the bid prices or the average of the bid and ask prices on the last business day of the year from published sources or, if not available, from other sources considered reliable, generally broker quotes."}
-{"_id": "DAL20231555", "title": "DAL Notes to the Consolidated Financial Statements", "text": "Cash Equivalents. These investments primarily consist of high-quality, short-term obligations that are a part of institutional money market mutual funds that are valued using current market quotations or an appropriate substitute that reflects current market conditions."}
-{"_id": "DAL20231556", "title": "DAL Notes to the Consolidated Financial Statements", "text": "Equities and Equity-Related Instruments. These investments include common stock and equity-related instruments. Common stock is valued at the closing price reported on the active market on which the individual securities are traded. Equity-related instruments include investments in securities traded on exchanges, including listed futures and options, which are valued at the last reported sale prices on the last business day of the year or, if not available, the last reported bid prices. Over-the-counter securities are valued at the bid prices or the average of the bid and ask prices on the last business day of the year from published sources or, if not available, from other sources considered reliable, generally broker quotes."}
-{"_id": "DAL20231557", "title": "DAL Notes to the Consolidated Financial Statements", "text": "Delta Common Stock. The Delta common stock investment is managed by an independent fiduciary."}
-{"_id": "DAL20231558", "title": "DAL Notes to the Consolidated Financial Statements", "text": "Real Assets. These investments include commodities such as precious metals and precious metals-related instruments, some of which are valued at the closing price reported on the active market on which the individual instruments are traded, while others are priced based on pricing models, quoted prices of securities with similar characteristics or broker quotes."}
-{"_id": "DAL20231568", "title": "DAL Notes to the Consolidated Financial Statements", "text": "The following table summarizes investments measured at fair value based on NAV per share as a practical expedient: Benefit plan investment assets measured at NAV################ ######December 31, 2023########December 31, 2022## (in millions)####Fair Value##Redemption Frequency##Redemption Notice Period####Fair Value##Redemption Frequency##Redemption Notice Period Hedge funds and hedge fund-related strategies##$##6,175##(1)##7-180 Days##$##6,730##(1)##2-180 Days Commingled funds, private equity and private equity-related instruments (4)####2,379##(1) (2)##0-45 Days####2,266##(1) (2)##2-45 Days Fixed income and fixed income-related instruments(4)####1,147##(1)##1-180 Days####1,003##(1)##1-180 Days Real assets (4)####893##(2)##N/A####819##(2)##N/A Other####823##(3)##2-10 Days####1,511##(3)##2-10 Days Total investments measured at NAV##$##11,417######$##12,329####"}
-{"_id": "DAL20231569", "title": "DAL Notes to the Consolidated Financial Statements", "text": "(1)Various. Includes funds with monthly or more frequent, quarterly and/or custom redemption frequencies as well as funds with a redemption window following the anniversary of the initial investment."}
-{"_id": "DAL20231570", "title": "DAL Notes to the Consolidated Financial Statements", "text": "(2)Includes private funds that are closed-ended structures in which the plans' investments are generally not eligible for redemption."}
-{"_id": "DAL20231571", "title": "DAL Notes to the Consolidated Financial Statements", "text": "(3)Includes funds with monthly or more frequent redemptions."}
-{"_id": "DAL20231572", "title": "DAL Notes to the Consolidated Financial Statements", "text": "(4)Unfunded commitments were $1.3 billion for commingled funds, private equity and private equity-related instruments, $296 million for fixed income and fixed income-related instruments and $584 million for real assets at December 31, 2023."}
-{"_id": "DAL20231573", "title": "DAL Notes to the Consolidated Financial Statements", "text": "On an annual basis we assess the potential for adjustments to the fair value of all investments. This primarily applies to private equity, private equity-related strategies and real assets. Due to a lag in the availability of data for certain of these investments, we solicit valuation updates from the investment fund managers and use their information and corroborating data from public markets to determine any needed fair value adjustments."}
-{"_id": "DAL20231574", "title": "DAL Notes to the Consolidated Financial Statements", "text": "Hedge Funds and Hedge Fund-Related Strategies. These investments are primarily made through shares of limited partnerships or similar structures for which a liquid secondary market does not exist."}
-{"_id": "DAL20231575", "title": "DAL Notes to the Consolidated Financial Statements", "text": "Commingled Funds, Private Equity and Private Equity-Related Instruments. These investments include commingled funds invested in common stock, as well as private equity and private equity-related instruments. Commingled funds are valued based on quoted market prices of the underlying assets owned by the fund. Private equity and private equity-related instruments are typically valued quarterly by the fund managers using valuation models where one or more of the significant inputs into the model cannot be observed and which require the development of assumptions."}
-{"_id": "DAL20231578", "title": "DAL Notes to the Consolidated Financial Statements", "text": "Fixed Income and Fixed Income-Related Instruments. These investments include private fixed income instruments that are typically valued monthly or quarterly by the fund managers or third-party valuation agents using valuation models where one or more of significant inputs into the model cannot be observed and which require the development of assumptions."}
-{"_id": "DAL20231579", "title": "DAL Notes to the Consolidated Financial Statements", "text": "Real Assets. These investments include real estate, energy transition, timberland, agriculture and infrastructure. The valuation of real assets requires significant judgment due to the absence of quoted market prices as well as the inherent lack of liquidity and the long-term nature of these assets. Real assets are typically valued quarterly by the fund managers using valuation models where one or more of the significant inputs into the model cannot be observed and which require the development of assumptions."}
-{"_id": "DAL20231580", "title": "DAL Notes to the Consolidated Financial Statements", "text": "Other. Primarily includes globally-diversified, risk-managed commingled funds consisting mainly of equity, fixed income and commodity exposures."}
-{"_id": "DAL20231582", "title": "DAL Other", "text": "We also sponsor defined benefit pension plans for eligible employees in certain foreign countries. These plans did not have a material impact on our Consolidated Financial Statements in any period presented."}
-{"_id": "DAL20231584", "title": "DAL Profit Sharing Program", "text": "Our broad-based employee profit sharing program provides that, for each year in which we have an annual pre-tax profit, as defined by the terms of the program, we will pay a specified portion of that profit to employees. In determining the amount of profit sharing, the program defines profit as pre-tax profit adjusted for profit sharing and certain other items."}
-{"_id": "DAL20231585", "title": "DAL Profit Sharing Program", "text": "For the years ended December 31, 2023 and 2022, we recorded profit sharing expense of $1.4 billion and $563 million under the program, respectively. For the year ended December 31, 2021, we recorded a special profit sharing expense of $108 million, based on the adjusted pre-tax profit earned during the second half of the year, to recognize the extraordinary efforts of our employees through the pandemic."}
-{"_id": "DAL20231597", "title": "DAL Aircraft Purchase Commitments", "text": "Our future aircraft purchase commitments totaled approximately $17.5 billion at December 31, 2023: Aircraft purchase commitments(1)#### (in millions)####Total 2024##$##3,530 2025####4,230 2026####3,490 2027####3,870 2028####1,650 Thereafter####760 Total##$##17,530"}
-{"_id": "DAL20231598", "title": "DAL Aircraft Purchase Commitments", "text": "(1)The timing of these commitments is based on our contractual agreements with the aircraft manufacturers and remains uncertain due to supply chain, manufacturing and regulatory constraints."}
-{"_id": "DAL20231609", "title": "DAL Notes to the Consolidated Financial Statements", "text": "Our future aircraft purchase commitments included the following aircraft at December 31, 2023: Aircraft purchase commitments by fleet type## Fleet Type##Purchase Commitments A220-300##77 A321-200neo##107 A330-900neo##12 A350-900##16 B-737-10##100 Total##312"}
-{"_id": "DAL20231611", "title": "DAL Aircraft Orders", "text": "During 2023, we agreed to acquire one A330-900 with delivery expected to occur in 2025 and exercised purchase rights for 26 A220-300 aircraft with delivery expected to start in 2027."}
-{"_id": "DAL20231612", "title": "DAL Aircraft Orders", "text": "In January 2024, we entered into a purchase agreement with Airbus for 20 A350-1000 aircraft, with an option to purchase an additional 20 widebody aircraft. Deliveries of these aircraft are scheduled to begin in 2026."}
-{"_id": "DAL20231614", "title": "DAL Contract Carrier Agreements", "text": "We have contract carrier agreements with regional carriers expiring through 2034. These agreements are structured as either capacity purchase or revenue proration agreements."}
-{"_id": "DAL20231615", "title": "DAL Contract Carrier Agreements", "text": "Capacity Purchase Agreements. Our regional carriers primarily operate for us under capacity purchase agreements. Under these agreements, the regional carriers operate some or all of their aircraft using our flight designator codes, and we control the scheduling, pricing, reservations, ticketing and seat inventories of those aircraft and retain the revenues associated with those flights. We pay those airlines an amount, as defined in the applicable agreement, which is based on a determination of their cost of operating those flights and other factors intended to approximate market rates for those services."}
-{"_id": "DAL20231625", "title": "DAL Contract Carrier Agreements", "text": "The following table shows our minimum obligations under our existing capacity purchase agreements with third-party regional carriers, excluding contract carrier payments accounted for as leases of aircraft, which are described in Note 7, \"Leases.\" The obligations set forth in the table contemplate minimum levels of flying by the regional carriers under the respective agreements and also reflect assumptions regarding certain costs associated with the minimum levels of flying such as the cost of fuel, labor, maintenance, insurance, catering, property tax and landing fees. Accordingly, our actual payments under these agreements could differ materially from the minimum fixed obligations set forth in the table below. Contract carrier minimum obligations#### (in millions)####Amount 2024##$##1,600 2025####1,540 2026####1,560 2027####1,520 2028####1,260 Thereafter####1,360 Total##$##8,840"}
-{"_id": "DAL20231626", "title": "DAL Contract Carrier Agreements", "text": "Revenue Proration Agreement. As of December 31, 2023, a portion of our contract carrier arrangement with SkyWest Airlines, Inc. was structured as a revenue proration agreement. This revenue proration agreement establishes a fixed dollar or percentage division of revenues for tickets sold to passengers traveling on connecting flight itineraries."}
-{"_id": "DAL20231630", "title": "DAL Legal Contingencies", "text": "We are involved in various legal proceedings related to employment practices, environmental issues, commercial disputes, antitrust and other regulatory matters concerning our business. We record liabilities for losses from legal proceedings when we determine that it is probable that the outcome in a legal proceeding will be unfavorable and the amount of loss can be reasonably estimated. Although the outcome of the legal proceedings in which we are involved cannot be predicted with certainty, we believe that the resolution of current matters will not have a material adverse effect on our Consolidated Financial Statements."}
-{"_id": "DAL20231632", "title": "DAL Credit Card Processing Agreements", "text": "Our VISA/MasterCard and American Express credit card processing agreements provide that no cash reserve (\"Reserve\") is required, and no withholding of payment related to receivables collected will occur, except in certain circumstances, including when we do not maintain a required level of liquidity as outlined in the merchant processing agreements. In circumstances in which the credit card processor can establish a Reserve or withhold payments, the amount of the Reserve or payments that may be withheld would be equal to the potential liability of the credit card processor for tickets purchased with VISA/MasterCard or American Express credit cards, as applicable, that had not yet been used for travel. We did not have a Reserve or an amount withheld as of December 31, 2023 or 2022."}
-{"_id": "DAL20231635", "title": "DAL General Indemnifications", "text": "We are the lessee under many commercial real estate leases. It is common in these transactions for us, as the lessee, to agree to indemnify the lessor and the lessor's related parties for tort, environmental and other liabilities that arise out of or relate to our use or occupancy of the leased premises. This type of indemnity would typically make us responsible to indemnified parties for liabilities arising out of the conduct of, among others, contractors, licensees and invitees at, or in connection with, the use or occupancy of the leased premises. This indemnity often extends to related liabilities arising from the negligence of the indemnified parties, but usually excludes any liabilities caused by either their sole or gross negligence or their willful misconduct."}
-{"_id": "DAL20231636", "title": "DAL General Indemnifications", "text": "Our aircraft and other equipment lease and financing agreements typically contain provisions requiring us, as the lessee or obligor, to indemnify the other parties to those agreements, including certain of those parties' related persons, against virtually any liabilities that might arise from the use or operation of the aircraft or other equipment."}
-{"_id": "DAL20231637", "title": "DAL General Indemnifications", "text": "We believe that our insurance would cover most of our exposure to liabilities and related indemnities associated with the commercial real estate leases and aircraft and other equipment lease and financing agreements described above. While our insurance does not typically cover environmental liabilities, we have insurance policies in place as required by applicable environmental laws."}
-{"_id": "DAL20231638", "title": "DAL General Indemnifications", "text": "Some of our aircraft and other financing transactions include provisions that require us to make payments to preserve an expected economic return to the lenders if that economic return is diminished due to specified changes in law or regulations. In some of these financing transactions, we also bear the risk of changes in tax laws that would subject payments to non-U.S. lenders to withholding taxes."}
-{"_id": "DAL20231639", "title": "DAL General Indemnifications", "text": "We cannot reasonably estimate our potential future payments under the indemnities and related provisions described above because we cannot predict (1) when and under what circumstances these provisions may be triggered and (2) the amount that would be payable if the provisions were triggered because the amounts would be based on facts and circumstances existing at such time."}
-{"_id": "DAL20231649", "title": "DAL Employees Under Collective Bargaining Agreements", "text": "As of December 31, 2023, we had approximately 103,000 full-time equivalent employees, approximately 20% of whom were represented by unions. ####Domestic airline employees represented by collective bargaining agreements by group#### Employee Group##Approximate Number of Employees Represented####Union##Date on which Collective Bargaining Agreement Becomes Amendable Delta Pilots##16,960####ALPA##December 31, 2026 Delta Flight Superintendents (Dispatchers)##490####PAFCA##November 1, 2024 Endeavor Pilots##1,530####ALPA##January 1, 2029 Endeavor Flight Attendants##1,600####AFA##March 31, 2027"}
-{"_id": "DAL20231650", "title": "DAL Employees Under Collective Bargaining Agreements", "text": "Delta pilots ratified a new four-year Pilot Working Agreement effective January 1, 2023. The agreement includes numerous work rule changes and pay rate increases during the four-year term, including an initial pay rate increase of 18%. The agreement also includes a provision for a one-time payment made upon ratification in the March 2023 quarter of $735 million. Additionally, we recorded adjustments to other benefit-related items of approximately $130 million. These items are recorded within pilot agreement and related expenses in our income statement."}
-{"_id": "DAL20231651", "title": "DAL Employees Under Collective Bargaining Agreements", "text": "In addition to the domestic airline employee groups discussed above, approximately 200 refinery employees of our wholly owned subsidiary Monroe are represented by the United Steel Workers under an agreement that expires on February 28, 2026. This agreement is governed by the National Labor Relations Act, which generally allows either party to engage in self-help upon the expiration of the agreement. Certain of our employees outside the U.S. are represented by unions, work councils or other local representative groups."}
-{"_id": "DAL20231653", "title": "DAL Other", "text": "We have certain contracts for goods and services that require us to pay a penalty, acquire inventory specific to us or purchase contract-specific equipment, as defined by each respective contract, if we terminate the contract without cause prior to its expiration date. Because these obligations are contingent on our termination of the contract without cause prior to its expiration date, no obligation would exist unless such a termination occurs."}
-{"_id": "DAL20231666", "title": "DAL Income Tax Provision", "text": " Components of income tax provision############ ########Year Ended December 31,#### (in millions)####2023####2022####2021 Current tax provision:############ Federal##$##\u2014##$##\u2014##$##\u2014 State and local####(8)####(1)####(1) International####(11)####(4)####(3) Deferred tax (provision) benefit:############ Federal####(896)####(525)####(130) State and local####(84)####(66)####16 Income tax provision##$##(999)##$##(596)##$##(118)"}
-{"_id": "DAL20231678", "title": "DAL Notes to the Consolidated Financial Statements", "text": "The following table presents the principal reasons for the difference between the effective tax rate and the U.S. federal statutory income tax rate: Reconciliation of statutory federal income tax rate to the effective income tax rate############ ######Year Ended December 31,###### ##2023####2022####2021## U.S. federal statutory income tax rate##21.0##%##21.0##%##21.0##% State taxes, net of federal benefit##2.0####3.0####(4.4)## Permanent differences##0.7####1.0####4.9## Valuation allowance##(5.0)####7.3####9.1## Other##(0.9)####(1.1)####(0.8)## Effective income tax rate##17.8##%##31.2##%##29.8##%"}
-{"_id": "DAL20231703", "title": "DAL Deferred Taxes", "text": "Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes. Significant components of deferred income tax assets and liabilities######## ######December 31,## (in millions)####2023####2022 Deferred tax assets:######## Net operating loss carryforwards##$##1,217##$##1,395 Capital loss carryforward####8####50 Pension, postretirement and other benefits####1,488####1,467 Investments####806####1,106 Deferred revenue####2,110####2,334 Lease liabilities####2,193####2,376 Other####709####682 Valuation allowance####(877)####(1,176) Total deferred tax assets##$##7,654##$##8,234 Deferred tax liabilities:######## Depreciation##$##5,570##$##5,110 Operating lease assets####1,533####1,624 Intangible assets####1,143####1,121 Other####73####78 Total deferred tax liabilities##$##8,319##$##7,933 Balance Sheet Position:######## Other noncurrent assets##$##243##$##325 Deferred income taxes, net####(908)####(24) Net deferred tax (liabilities) assets##$##(665)##$##301"}
-{"_id": "DAL20231705", "title": "DAL Valuation Allowance", "text": "We periodically assess whether it is more likely than not that we will generate sufficient taxable income to realize our deferred income tax assets. We establish valuation allowances if it is more likely than not that we will be unable to realize our deferred income tax assets. In making this determination, we consider available positive and negative evidence and make certain assumptions. We consider, among other things, projected future taxable income, scheduled reversals of deferred tax liabilities, the overall business environment, our historical financial results and tax planning strategies."}
-{"_id": "DAL20231708", "title": "DAL Notes to the Consolidated Financial Statements", "text": "At December 31, 2023 our net deferred tax liability balance was $665 million, including an $877 million valuation allowance primarily related to certain net realized and unrealized capital losses and certain state net operating losses."}
-{"_id": "DAL20231709", "title": "DAL Notes to the Consolidated Financial Statements", "text": "As of December 31, 2023, we had approximately $4.5 billion of U.S. federal pre-tax net operating loss carryforwards which we are expecting to utilize by the end of 2025. Approximately $800 million of these net operating loss carryforwards were generated prior to 2018 and will not begin to expire until 2029, while the remaining net operating loss carryforwards do not expire. Therefore, we have not recorded a valuation allowance on our deferred tax assets other than the certain net realized and unrealized capital losses and certain state net operating losses that have short expiration periods."}
-{"_id": "DAL20231716", "title": "DAL Notes to the Consolidated Financial Statements", "text": "The following table presents the balance of our valuation allowance on our deferred income tax assets and the associated activity: ####Valuation allowance activity#### (in millions)####2023####2022 Balance at January 1##$##1,176##$##833 Tax provision####(299)####155 Equity investment activity####\u2014####188 Balance at December 31##$##877##$##1,176"}
-{"_id": "DAL20231718", "title": "DAL Other", "text": "The amount of, and changes to, our uncertain tax positions were not material in any of the years presented. We are currently under audit by the IRS for the 2023 and 2022 tax years."}
-{"_id": "DAL20231721", "title": "DAL Equity", "text": "We are authorized to issue 2.0 billion shares of capital stock, of which up to 1.5 billion may be shares of common stock, par value $0.0001 per share, and up to 500 million may be shares of preferred stock."}
-{"_id": "DAL20231722", "title": "DAL Equity", "text": "Preferred Stock. We may issue preferred stock in one or more series. The Board of Directors is authorized (1) to fix the descriptions, powers (including voting powers), preferences, rights, qualifications, limitations and restrictions with respect to any series of preferred stock and (2) to specify the number of shares of any series of preferred stock. We have not issued any preferred stock."}
-{"_id": "DAL20231723", "title": "DAL Equity", "text": "Treasury Stock. We generally withhold shares of Delta common stock to cover employees' portion of required tax withholdings when employee equity awards are issued or vest. These shares are valued at cost, which equals the market price of the common stock on the date of issuance or vesting. The weighted average cost per share held in treasury was $30.37 and $29.73 as of December 31, 2023 and 2022, respectively."}
-{"_id": "DAL20231730", "title": "DAL Equity", "text": "Warrants. During 2020 and 2021, in connection with the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the \"CARES Act\") payroll support program (\"PSP\") and extensions, we issued warrants to the U.S Department of the Treasury to acquire more than 11.1 million shares of Delta common stock. The number of warrants outstanding slightly increased and the exercise price of the warrants slightly decreased since December 31, 2022 due to dividend payments during 2023. Key terms under each program as of December 31, 2023 are as follows: ####Summary of payroll support program warrants#### (in millions)##Number of Warrants####Exercise Price##Expiration Year Payroll Support Program (PSP1)##6.8##$##24.25##2025 Payroll Support Program Extension (PSP2)##2.4####39.54##2026 Payroll Support Program 3 (PSP3)##1.9####47.57##2026 Total##11.1######"}
-{"_id": "DAL20231733", "title": "DAL Notes to the Consolidated Financial Statements", "text": "Government Grant Recognition. Under the initial payroll support program under the CARES Act and PSP extensions we received support payments of grants, which included $4.5 billion of grants during the year ended December 31, 2021. The grants received from PSP2 and PSP3 were recognized in government grant recognition in our income statement during 2021 over the period that the funds were intended to compensate."}
-{"_id": "DAL20231735", "title": "DAL Equity Compensation", "text": "Our broad-based equity and cash compensation plan provides for grants of restricted stock, restricted stock units, stock options, performance awards, including cash incentive awards and other equity-based awards (the \"Plan\"). Shares of common stock issued under the Plan may be made available from authorized, but unissued, common stock or common stock we acquire. If any shares of our common stock are covered by an award that expires, is canceled, forfeited or otherwise terminates without delivery of shares (including shares surrendered or withheld for payment of taxes related to an award), such shares will again be available for issuance under the Plan except for (1) any shares tendered in payment of an option, (2) shares withheld to satisfy any tax withholding obligation with respect to the exercise of an option or stock appreciation right (\"SAR\") or (3) shares covered by a stock-settled SAR or other awards that were not issued upon the settlement of the award. The Plan authorizes the issuance of up to 163 million shares of common stock. As of December 31, 2023, there were 13 million shares available for future grants."}
-{"_id": "DAL20231736", "title": "DAL Equity Compensation", "text": "We make long-term incentive awards annually to eligible employees under the Plan. Generally, awards vest over time, subject to the employee's continued employment. Equity compensation expense, including awards payable in common stock or cash, is recognized in salaries and related costs over the employee's requisite service period (generally, the vesting period of the award) and totaled $180 million, $150 million and $149 million for the years ended December 31, 2023, 2022 and 2021, respectively. We record expense on a straight-line basis for awards with installment vesting. As of December 31, 2023, unrecognized costs related to unvested shares and stock options totaled $103 million. We expect substantially all unvested awards to vest and recognize forfeitures as they occur."}
-{"_id": "DAL20231744", "title": "DAL Equity Compensation", "text": "Restricted Stock. Restricted stock is common stock that may not be sold or otherwise transferred for a period of time and is subject to forfeiture in certain circumstances. The fair value of restricted stock awards is based on the closing price of the common stock on the grant date. As of December 31, 2023, there were 4.2 million unvested restricted stock awards. Restricted stock activity under the Plan for the years ended December 31, 2023, 2022 and 2021 is as follows: (in millions, except weighted avg grant price) Outstanding at January 1 Granted Vested Forfeited Outstanding at December 31 Delta Air Lines, Inc. | 2023 Form 10-K 93"}
-{"_id": "DAL20231752", "title": "DAL Notes to the Consolidated Financial Statements", "text": "Stock Options. Stock options are granted with an exercise price equal to the closing price of Delta common stock on the grant date and generally have a 10-year term. We determine the fair value of stock options at the grant date using an option pricing model. As of December 31, 2023, there were 6.2 million outstanding stock option awards with a weighted average exercise price of $50.42 of which 5.9 million were exercisable. Stock option activity under the Plan for the years ended December 31, 2023, 2022 and 2021 is as follows: (in millions, except weighted avg grant price) Outstanding at January 1 Granted Exercised(1) Forfeited(1) Outstanding at December 31"}
-{"_id": "DAL20231753", "title": "DAL Notes to the Consolidated Financial Statements", "text": "(1)2023 exercise and forfeiture and 2022 forfeiture activity in the table above rounds to zero."}
-{"_id": "DAL20231754", "title": "DAL Notes to the Consolidated Financial Statements", "text": "Performance Awards. Performance awards are dollar-denominated long-term incentive opportunities which, for grants prior to 2021, were payable in Delta stock to executive officers on the payment date and in cash to all other participants. Beginning with the 2021 grants, performance awards are payable in cash to all participants. Potential performance award payments range from 0%-200% of a target level and are contingent upon our achieving certain financial and operational goals over a three-year performance period. As of December 31, 2023, there were no performance awards payable in Delta stock to executive officers. Based on the closing stock price at each respective year end and contingent on achieving the specified performance conditions, the maximum shares that could be issued were 0.7 million and 1.5 million for the years ended December 31, 2022 and 2021, respectively."}
-{"_id": "DAL20231755", "title": "DAL Notes to the Consolidated Financial Statements", "text": "Performance-Based Restricted Stock Units. Performance-based restricted stock units are long-term incentive opportunities that provide executive officers with the right to receive shares of Delta stock based on our achievement of certain performance conditions at the end of a three-year period. Potential payouts range from 0%-300% of a target level. Based on the closing stock price at year end and contingent on achieving the specified performance conditions, the maximum shares that could be issued were 3.3 million and 1.3 million for the years ended December 31, 2023 and 2022, respectively. There were no outstanding performance-based restricted stock units for the year ended December 31, 2021."}
-{"_id": "DAL20231768", "title": "DAL NOTE 13. ACCUMULATED OTHER COMPREHENSIVE LOSS", "text": " Components of accumulated other comprehensive loss################ (in millions)####Pension and Other Benefits Liabilities(2)####Other####Tax Effect####Total Balance at January 1, 2021##$##(10,843)##$##41##$##1,764##$##(9,038) Changes in value####2,077####\u2014####(484)####1,593 Reclassifications into earnings(1)####411####\u2014####(96)####315 Balance at December 31, 2021####(8,355)####41####1,184####(7,130) Changes in value####1,419####\u2014####(330)####1,089 Reclassifications into earnings(1)####312####\u2014####(72)####240 Balance at December 31, 2022####(6,624)####41####782####(5,801) Changes in value####(303)####(1)####71####(233) Reclassifications into earnings(1)####246####\u2014####(57)####189 Balance at December 31, 2023##$##(6,681)##$##40##$##796##$##(5,845)"}
-{"_id": "DAL20231769", "title": "DAL NOTE 13. ACCUMULATED OTHER COMPREHENSIVE LOSS", "text": "(1)Amounts reclassified from AOCI for pension and other benefits liabilities are recorded in pension and related (expense)/benefit in non-operating expense in the income statement."}
-{"_id": "DAL20231770", "title": "DAL NOTE 13. ACCUMULATED OTHER COMPREHENSIVE LOSS", "text": "(2)Includes approximately $755 million of deferred income tax expense as a result of tax law changes and prior valuation allowance releases through continuing operations, that will not be recognized in net income until pension and other benefit obligations are fully extinguished."}
-{"_id": "DAL20231774", "title": "DAL NOTE 14. SEGMENTS", "text": "Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker and is used in resource allocation and performance assessments. Our chief operating decision maker is considered to be our executive leadership team. Our executive leadership team regularly reviews discrete information for our two operating segments, which are determined by the products and services provided: our airline segment and our refinery segment."}
-{"_id": "DAL20231776", "title": "DAL Airline Segment", "text": "Our airline segment is managed as a single business unit that provides scheduled air transportation for passengers and cargo throughout the U.S. and around the world and includes our loyalty program, as well as other ancillary businesses. This allows us to benefit from an integrated revenue pricing and route network. Our flight equipment forms one fleet, which is deployed through a single route scheduling system. When making resource allocation decisions, our chief operating decision maker evaluates flight profitability data, which considers fleet type and route economics, but gives no weight to the financial impact of the resource allocation decision on a geographic region or mainline/regional carrier basis. Our objective in making resource allocation decisions is to optimize our consolidated financial results."}
-{"_id": "DAL20231778", "title": "DAL Refinery Segment", "text": "Our Monroe subsidiary operates the Trainer oil refinery and related assets located near Philadelphia, Pennsylvania, as part of our strategy to mitigate the cost of the refining margin reflected in the price of jet fuel. Monroe's operations include pipelines and terminal assets that allow the refinery to supply jet fuel to our airline operations throughout the Northeastern U.S., including our New York hubs at LaGuardia and JFK."}
-{"_id": "DAL20231779", "title": "DAL Refinery Segment", "text": "Our refinery segment operates for the benefit of the airline segment by providing jet fuel to the airline segment from its own production and through jet fuel obtained through agreements with third parties. The refinery's production consists of jet fuel, as well as non-jet fuel products. We use several counterparties to exchange the non-jet fuel products produced by the refinery for jet fuel consumed in our airline operations. The gross fair value of the products exchanged under these agreements during the years ended December 31, 2023, 2022 and 2021 was $2.4 billion, $3.5 billion and $2.3 billion, respectively."}
-{"_id": "DAL20231780", "title": "DAL Refinery Segment", "text": "A refinery is subject to annual Environmental Protection Agency (\"EPA\") requirements to blend renewable fuels into the gasoline and on-road diesel fuel it produces. A refinery may meet its obligation by blending the necessary volumes of renewable fuels, by purchasing Renewable Identification Numbers (\"RINs\") in the open market or through a combination of blending and purchasing RINs. Because Monroe is able to blend only a small amount of renewable fuels, it must purchase the majority of its RINs requirement in the secondary market. Renewable fuel compliance costs are accrued in accounts payable each period as the RINs obligation is generated. Purchased RINs are carried at the lower of cost and net realizable value and are recorded in prepaid expenses and other. During 2023, we acquired RINs assets to satisfy substantially all of our 2023 RINs obligation. The RINs asset and obligation are retired when used to satisfy EPA requirements. During 2023, we retired approximately $700 million of our 2021 and 2022 RINs assets to settle our 2021 and 2022 obligations prior to the compliance deadlines."}
-{"_id": "DAL20231807", "title": "DAL Segment Reporting", "text": "Segment results are prepared based on our internal accounting methods described below, with reconciliations to consolidated amounts in accordance with GAAP. Our segments are not designed to measure operating income or loss directly related to the products and services included in each segment on a stand-alone basis. Financial information by segment################## (in millions)####Airline####Refinery####Intersegment Sales/Other######Consolidated Year Ended December 31, 2023################## Operating revenue##$##54,669##$##7,572##$##(4,193)##(1)##$##58,048 Depreciation and amortization####2,341####94####(94)##(2)####2,341 Operating income(2)####5,136####385##########5,521 Interest expense, net####834####17####(17)######834 Total assets, end of period####71,529####2,174####(59)######73,644 Capital expenditures####5,088####235##########5,323 Year Ended December 31, 2022################## Operating revenue##$##45,605##$##10,706##$##(5,729)##(1)##$##50,582 Depreciation and amortization####2,107####93####(93)##(2)####2,107 Operating income(2)####2,884####777##########3,661 Interest expense, net####1,029####12####(12)######1,029 Total assets, end of period####69,355####3,039####(106)######72,288 Capital expenditures####6,217####149##########6,366 Year Ended December 31, 2021################## Operating revenue##$##26,670##$##6,054##$##(2,825)##(1)##$##29,899 Depreciation and amortization####1,998####95####(95)##(2)####1,998 Operating income/(loss)(2)####1,888####(2)##########1,886 Interest expense, net####1,279####7####(7)######1,279 Total assets, end of period####70,417####2,099####(57)######72,459 Capital expenditures####3,188####59##########3,247"}
-{"_id": "DAL20231808", "title": "DAL Segment Reporting", "text": "(1)See table below for detail of the intersegment operating revenue amounts."}
-{"_id": "DAL20231816", "title": "DAL Segment Reporting", "text": "(2)Refinery segment operating results, including depreciation and amortization, are included within aircraft fuel and related taxes in our income statement. ######Operating Revenue Intersegment Sales/Other###### ########Year Ended December 31,#### (in millions)####2023####2022####2021 Sales to airline segment(1)##$##(1,535)##$##(1,976)##$##(492) Exchanged products(2)####(2,354)####(3,475)####(2,293) Sales of refined products####(304)####(278)####(40) Total Operating Revenue Intersegment Sales/Other##$##(4,193)##$##(5,729)##$##(2,825)"}
-{"_id": "DAL20231817", "title": "DAL Segment Reporting", "text": "(1)Represents transfers, valued on a market price basis, from the refinery to the airline segment for use in airline operations. We determine market price for jet fuel from the refinery by reference to the market index for the primary delivery location, which is New York Harbor."}
-{"_id": "DAL20231818", "title": "DAL Segment Reporting", "text": "(2)Represents value of products delivered under our exchange agreements, as discussed above, determined on a market price basis."}
-{"_id": "DAL20231831", "title": "DAL NOTE 15. EARNINGS PER SHARE", "text": "We calculate basic earnings per share by dividing net income by the weighted average number of common shares outstanding, excluding restricted shares. We calculate diluted earnings per share by dividing net income by the weighted average number of common shares outstanding plus the dilutive effect of outstanding share-based instruments, including stock options, restricted stock awards and warrants. Antidilutive common stock equivalents excluded from the diluted earnings per share calculation are not material. The following table shows our computation: Basic and diluted earnings per share############ ########Year Ended December 31,#### (in millions, except per share data)####2023####2022####2021 Net income##$##4,609##$##1,318##$##280 Basic weighted average shares outstanding####639####638####636 Dilutive effect of share-based instruments####4####3####5 Diluted weighted average shares outstanding####643####641####641 Basic earnings per share##$##7.21##$##2.07##$##0.44 Diluted earnings per share##$##7.17##$##2.06##$##0.44"}
-{"_id": "DAL20231833", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 97", "text": "CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE"}
-{"_id": "DAL20231834", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 97", "text": "None."}
-{"_id": "DAL20231837", "title": "DAL Disclosure Controls and Procedures", "text": "Our management, including our Chief Executive Officer and Chief Financial Officer, performed an evaluation of our disclosure controls and procedures, which have been designed to permit us to record, process, summarize and report, within time periods specified by the SEC's rules and forms, information required to be disclosed. Our management, including our Chief Executive Officer and Chief Financial Officer, concluded that the controls and procedures were effective as of December 31, 2023 to ensure that material information was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure."}
-{"_id": "DAL20231839", "title": "DAL Changes in Internal Control", "text": "During the three months ended December 31, 2023, we did not make any changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting."}
-{"_id": "DAL20231841", "title": "DAL Management's Annual Report on Internal Control Over Financial Reporting", "text": "Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America."}
-{"_id": "DAL20231842", "title": "DAL Management's Annual Report on Internal Control Over Financial Reporting", "text": "Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies may deteriorate."}
-{"_id": "DAL20231843", "title": "DAL Management's Annual Report on Internal Control Over Financial Reporting", "text": "Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023 using the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (\"COSO\") in the 2013 Internal Control-Integrated Framework. Based on that evaluation, management believes that our internal control over financial reporting was effective as of December 31, 2023."}
-{"_id": "DAL20231844", "title": "DAL Management's Annual Report on Internal Control Over Financial Reporting", "text": "The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Ernst & Young LLP, an independent registered public accounting firm, which also audited our Consolidated Financial Statements for the year ended December 31, 2023. Ernst & Young LLP's report on our internal control over financial reporting is set forth below."}
-{"_id": "DAL20231847", "title": "DAL REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM", "text": "To the Stockholders and Board of Directors of Delta Air Lines, Inc."}
-{"_id": "DAL20231849", "title": "DAL Opinion on Internal Control Over Financial Reporting", "text": "We have audited Delta Air Lines, Inc.\u2019s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Delta Air Lines, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria."}
-{"_id": "DAL20231850", "title": "DAL Opinion on Internal Control Over Financial Reporting", "text": "We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2023 consolidated financial statements of the Company and our report dated February 12, 2024 expressed an unqualified opinion thereon."}
-{"_id": "DAL20231852", "title": "DAL Basis for Opinion", "text": "The Company\u2019s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management\u2019s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company\u2019s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "DAL20231853", "title": "DAL Basis for Opinion", "text": "We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects."}
-{"_id": "DAL20231854", "title": "DAL Basis for Opinion", "text": "Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion."}
-{"_id": "DAL20231856", "title": "DAL Definition and Limitations of Internal Control Over Financial Reporting", "text": "A company\u2019s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company\u2019s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company\u2019s assets that could have a material effect on the financial statements."}
-{"_id": "DAL20231857", "title": "DAL Definition and Limitations of Internal Control Over Financial Reporting", "text": "Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate."}
-{"_id": "DAL20231863", "title": "DAL OTHER INFORMATION", "text": "None."}
-{"_id": "DAL20231865", "title": "DAL DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS", "text": "Not Applicable."}
-{"_id": "DAL20231867", "title": "DAL DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE", "text": "Information required by this item is set forth under the headings \"Governance - Board Matters\" and \"Proposal 1 - Election of Directors\" in our Proxy Statement to be filed with the Commission related to our 2024 Annual Meeting of Stockholders (\"Proxy Statement\"), and is incorporated by reference. Certain information regarding Delta's executive officers is contained in Part I of this Form 10-K under the heading \"Information About Our Executive Officers.\""}
-{"_id": "DAL20231869", "title": "DAL EXECUTIVE COMPENSATION", "text": "Information required by this item is set forth under the headings \"Executive Compensation\" and \"Director Compensation\" in our Proxy Statement and is incorporated by reference."}
-{"_id": "DAL20231870", "title": "DAL EXECUTIVE COMPENSATION", "text": "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS"}
-{"_id": "DAL20231877", "title": "DAL Securities Authorized for Issuance Under Equity Compensation Plans", "text": "The following table provides information about the number of shares of common stock that may be issued under Delta's equity compensation plans as of December 31, 2023. Equity compensation plan information######## Plan Category##(a) No. of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1)####(b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(2)##(c) No. of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(3) Equity compensation plans approved by securities holders##9,506,385##$##32.72##13,238,608 Equity compensation plans not approved by securities holders##\u2014####\u2014##\u2014 Total##9,506,385##$##32.72##13,238,608"}
-{"_id": "DAL20231878", "title": "DAL Securities Authorized for Issuance Under Equity Compensation Plans", "text": "(1)Includes a maximum of 3,337,350 shares of common stock that may be issued upon the achievement of certain performance conditions under outstanding performance-based restricted share awards as of December 31, 2023."}
-{"_id": "DAL20231879", "title": "DAL Securities Authorized for Issuance Under Equity Compensation Plans", "text": "(2)Includes performance-based restricted share awards, which do not have exercise prices. The weighted average exercise price of outstanding options at December 31, 2023 was $50.42."}
-{"_id": "DAL20231880", "title": "DAL Securities Authorized for Issuance Under Equity Compensation Plans", "text": "(3)Reflects shares remaining available for issuance under Delta's Performance Compensation Plan. If any shares of our common stock are covered by an award under the Plan that expires, is canceled, forfeited or otherwise terminates without delivery of shares (including shares surrendered or withheld for payment of taxes related to an award), then such shares will again be available for issuance under the Plan except for (1) any shares tendered in payment of an option, (2) shares withheld to satisfy any tax withholding obligation with respect to the exercise of an option or stock appreciation right (\"SAR\") or (3) shares covered by a stock-settled SAR or other awards that were not issued upon the settlement of the award. Because 4,166,569 shares of restricted stock remained unvested and subject to forfeiture as of December 31, 2023, these shares could again be available for issuance."}
-{"_id": "DAL20231881", "title": "DAL Securities Authorized for Issuance Under Equity Compensation Plans", "text": "Other information required by this item is set forth under the heading \"Share Ownership\" in our Proxy Statement and is incorporated by reference."}
-{"_id": "DAL20231883", "title": "DAL CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE", "text": "Information required by this item is set forth under the headings \"Governance - Board Matters\" and \"Proposal 1 - Election of Directors\" in our Proxy Statement and is incorporated by reference."}
-{"_id": "DAL20231885", "title": "DAL PRINCIPAL ACCOUNTANT FEES AND SERVICES", "text": "Information required by this item is set forth under the heading \"Proposal 3 - Ratification of the Appointment of Independent Auditors\" in our Proxy Statement and is incorporated by reference."}
-{"_id": "DAL20231890", "title": "DAL EXHIBITS AND FINANCIAL STATEMENT SCHEDULES", "text": "(a) (1). The following is an index of the financial statements required by this item that are included in this Form 10-K: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets\u2014December 31, 2023 and 2022"}
-{"_id": "DAL20231891", "title": "DAL EXHIBITS AND FINANCIAL STATEMENT SCHEDULES", "text": "Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021"}
-{"_id": "DAL20231892", "title": "DAL EXHIBITS AND FINANCIAL STATEMENT SCHEDULES", "text": "Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021"}
-{"_id": "DAL20231893", "title": "DAL EXHIBITS AND FINANCIAL STATEMENT SCHEDULES", "text": "Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021"}
-{"_id": "DAL20231894", "title": "DAL EXHIBITS AND FINANCIAL STATEMENT SCHEDULES", "text": "Consolidated Statements of Stockholders' Equity for the years ended December 31, 2023, 2022 and 2021"}
-{"_id": "DAL20231896", "title": "DAL Notes to the Consolidated Financial Statements", "text": "(2). Financial Statement Schedules. Financial statement schedules are not included herein as the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements and accompanying notes included in this Form 10-K."}
-{"_id": "DAL20231897", "title": "DAL Notes to the Consolidated Financial Statements", "text": "(3). Exhibit List."}
-{"_id": "DAL20231898", "title": "DAL Notes to the Consolidated Financial Statements", "text": "The exhibits required by this item are listed below. The management contracts and compensatory plans or arrangements required to be filed as an exhibit to this Form 10-K are listed as Exhibits 10.11 through 10.19."}
-{"_id": "DAL20231900", "title": "DAL Note to Exhibits: Any representations and warranties of a party set forth in any agreement (including all exhibits and schedules thereto) filed with this Annual Report on Form 10-K have been made solely for the benefit of the other party to the agreement. Some of those representations and warranties were made only as of the date of the agreement or such other date as specified in the agreement, may be subject to a contractual standard of materiality different from what may be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. Such agreements are included with this filing only to provide investors with information regarding the terms of the agreements, and not to provide investors with any other factual or disclosure information regarding the registrant or its business.", "text": "3.1(a) Delta's Amended and Restated Certificate of Incorporation (Filed as Exhibit 3.1 to Delta's Current Report on Form 8-K as filed on April 30, 2007).*"}
-{"_id": "DAL20231901", "title": "DAL Note to Exhibits: Any representations and warranties of a party set forth in any agreement (including all exhibits and schedules thereto) filed with this Annual Report on Form 10-K have been made solely for the benefit of the other party to the agreement. Some of those representations and warranties were made only as of the date of the agreement or such other date as specified in the agreement, may be subject to a contractual standard of materiality different from what may be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. Such agreements are included with this filing only to provide investors with information regarding the terms of the agreements, and not to provide investors with any other factual or disclosure information regarding the registrant or its business.", "text": "3.1 (b) Amendment to Amended and Restated Certificate of Incorporation (Filed as Exhibit 3.1 to Delta's Current Report on Form 8-K as filed on June 27, 2014).*"}
-{"_id": "DAL20231902", "title": "DAL Note to Exhibits: Any representations and warranties of a party set forth in any agreement (including all exhibits and schedules thereto) filed with this Annual Report on Form 10-K have been made solely for the benefit of the other party to the agreement. Some of those representations and warranties were made only as of the date of the agreement or such other date as specified in the agreement, may be subject to a contractual standard of materiality different from what may be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. Such agreements are included with this filing only to provide investors with information regarding the terms of the agreements, and not to provide investors with any other factual or disclosure information regarding the registrant or its business.", "text": "3.2 Delta's Bylaws (Filed as Exhibit 3.1 to Delta's Current Report on Form 8-K as filed on December 9, 2022).*"}
-{"_id": "DAL20231903", "title": "DAL Note to Exhibits: Any representations and warranties of a party set forth in any agreement (including all exhibits and schedules thereto) filed with this Annual Report on Form 10-K have been made solely for the benefit of the other party to the agreement. Some of those representations and warranties were made only as of the date of the agreement or such other date as specified in the agreement, may be subject to a contractual standard of materiality different from what may be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. Such agreements are included with this filing only to provide investors with information regarding the terms of the agreements, and not to provide investors with any other factual or disclosure information regarding the registrant or its business.", "text": "4.1 Description of Registrant's Securities (Filed as Exhibit 4.1 to Delta's Annual Report on Form 10-K for the year ended December 31, 2020).*"}
-{"_id": "DAL20231904", "title": "DAL Note to Exhibits: Any representations and warranties of a party set forth in any agreement (including all exhibits and schedules thereto) filed with this Annual Report on Form 10-K have been made solely for the benefit of the other party to the agreement. Some of those representations and warranties were made only as of the date of the agreement or such other date as specified in the agreement, may be subject to a contractual standard of materiality different from what may be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. Such agreements are included with this filing only to provide investors with information regarding the terms of the agreements, and not to provide investors with any other factual or disclosure information regarding the registrant or its business.", "text": "Delta is not filing any instruments evidencing any indebtedness because the total amount of securities authorized under any single such instrument does not exceed 10% of the total assets of Delta and its subsidiaries on a consolidated basis. Copies of such instruments will be furnished to the Securities and Exchange Commission upon request."}
-{"_id": "DAL20231905", "title": "DAL Note to Exhibits: Any representations and warranties of a party set forth in any agreement (including all exhibits and schedules thereto) filed with this Annual Report on Form 10-K have been made solely for the benefit of the other party to the agreement. Some of those representations and warranties were made only as of the date of the agreement or such other date as specified in the agreement, may be subject to a contractual standard of materiality different from what may be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. Such agreements are included with this filing only to provide investors with information regarding the terms of the agreements, and not to provide investors with any other factual or disclosure information regarding the registrant or its business.", "text": "10.1 Amended and Restated Credit Agreement, dated as of November 6, 2023, among Delta Air Lines, Inc., as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent."}
-{"_id": "DAL20231906", "title": "DAL Note to Exhibits: Any representations and warranties of a party set forth in any agreement (including all exhibits and schedules thereto) filed with this Annual Report on Form 10-K have been made solely for the benefit of the other party to the agreement. Some of those representations and warranties were made only as of the date of the agreement or such other date as specified in the agreement, may be subject to a contractual standard of materiality different from what may be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. Such agreements are included with this filing only to provide investors with information regarding the terms of the agreements, and not to provide investors with any other factual or disclosure information regarding the registrant or its business.", "text": "10.2(a) Payroll Support Program Agreement, dated as of April 20, 2020, between Delta Air Lines, Inc. and the United States Department of the Treasury (Filed as Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).*"}
-{"_id": "DAL20231908", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 101", "text": "10.2(b) Warrant Agreement, dated as of April 20, 2020, between Delta Air Lines, Inc. and the United States Department of the Treasury (Filed as Exhibit 10.2 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).*"}
-{"_id": "DAL20231909", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 101", "text": "10.2(c) Form of Warrant to Purchase Common Stock (Filed as Exhibit 10.4(b) to Delta's Annual Report on Form 10-K for the year ended December 31, 2020).*"}
-{"_id": "DAL20231910", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 101", "text": "10.3(a) Payroll Support Program Extension Agreement, dated as of January 15, 2021, between Delta Air Lines, Inc. and the United States Department of the Treasury (Filed as Exhibit 10.7 to Delta's Annual Report on Form 10-K for the year ended December 31, 2020).*"}
-{"_id": "DAL20231911", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 101", "text": "10.3(b) Warrant Agreement, dated as of January 15, 2021, between Delta Air Lines, Inc. and the United States Department of the Treasury (Filed as Exhibit 10.8(a) to Delta's Annual Report on Form 10-K for the year ended December 31, 2020).*"}
-{"_id": "DAL20231912", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 101", "text": "10.3(c) Form of Warrant to Purchase Common Stock (Filed as Exhibit 10.8(b) to Delta's Annual Report on Form 10-K for the year ended December 31, 2020).*"}
-{"_id": "DAL20231913", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 101", "text": "10.4(a) Payroll Support Program 3 Agreement, dated as of April 23, 2021, between Delta Air Lines, Inc. and the United States Department of the Treasury (Filed as Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021).*"}
-{"_id": "DAL20231914", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 101", "text": "10.4(b) Warrant Agreement, dated as of April 23, 2021, between Delta Air Lines, Inc. and the United States Department of the Treasury (including Form of Warrant to Purchase Common Stock) (Filed as Exhibit 10.2 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021).*"}
-{"_id": "DAL20231915", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 101", "text": "10.5(a) Term Loan Credit and Guaranty Agreement, dated as of September 23, 2020, among Delta, SkyMiles IP Ltd., the guarantors party thereto, Barclays Bank PLC, as administrative agent, U.S. Bank National Association, as collateral administrator, and the lenders party thereto (Filed as Exhibit 10.1 to Delta's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 25, 2020).*"}
-{"_id": "DAL20231916", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 101", "text": "10.5(b) First Amendment to Term Loan Credit and Guaranty dated as of December 4, 2022 among SkyMiles IP Ltd., Delta Air Lines, Inc. and Barclays Bank PLC, as administrative agent (Filed as Exhibit 10.6(b) to Delta's Annual Report on form 10-K for the year ended December 31, 2022).*"}
-{"_id": "DAL20231917", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 101", "text": "10.6(a) Anchor Tenant Agreement dated as of December 9, 2010 between JFK International Air Terminal LLC and Delta Air Lines, Inc. (Filed as Exhibit 10.4 to Delta's Annual Report on Form 10-K for the year ended December 31, 2010).*"}
-{"_id": "DAL20231918", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 101", "text": "10.6(b) Sixth Supplement to Anchor Tenant Agreement dated as of April 8, 2022 between JFK International Air Terminal LLC and Delta Air Lines, Inc. (Filed as Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022).*"}
-{"_id": "DAL20231919", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 101", "text": "10.7 Amended and Restated Agreement of Lease by and between The Port Authority of New York and New Jersey and Delta Air Lines, Inc., dated as of September 13, 2017 (Filed as Exhibit 10.1 to Delta\u2019s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017).*"}
-{"_id": "DAL20231920", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 101", "text": "10.8(a) Airbus A330-900neo Aircraft and A350-900 Aircraft Purchase Agreement dated as of November 24, 2014 between Airbus S.A.S and Delta Air Lines, Inc. (Filed as Exhibit 10.9 to Delta's Annual Report on Form 10-K for the year ended December 31, 2014).*/**"}
-{"_id": "DAL20231921", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 101", "text": "10.8(b) Amendment No. 3, dated May 10, 2017, to Airbus A330-900 Aircraft and A350-900 Aircraft Purchase Agreement dated as of November 24, 2014 between Airbus S.A.S. and Delta Air Lines, Inc. (\"Amendment No. 3\") (Filed as Exhibit 10.2(a) to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017).*/**"}
-{"_id": "DAL20231922", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 101", "text": "10.8(c) Letter Agreements, dated May 10, 2017, relating to Amendment No. 3 (Filed as Exhibit 10.2(b) to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017).*/**"}
-{"_id": "DAL20231924", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 102", "text": "10.8(d) Amendment No. 8, dated as of October 30, 2018, to Airbus A330-900 Aircraft and A350-900 Aircraft Purchase Agreement dated as of November 24, 2014 between Airbus S.A.S. and Delta Air Lines, Inc. (\"Amendment No. 8\") (Filed as Exhibit 10.7(d) to Delta\u2019s Annual Report on Form 10-K for the year ended December 31, 2018).*/**"}
-{"_id": "DAL20231925", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 102", "text": "10.8(e) Letter Agreements, dated as of October 30, 2018, relating to Amendment No. 8 (Filed as Exhibit 10.7(e) to Delta\u2019s Annual Report on Form 10-K for the year ended December 31, 2018).*/**"}
-{"_id": "DAL20231926", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 102", "text": "10.8(f) Amendment No 11, dated as of July 30, 2020 to Airbus A330-900 Aircraft and A350-900 Aircraft Purchase Agreement, dated as of November 24, 2014 between Delta and Airbus S.A.S. (Filed as Exhibit 10.1(a) to Delta's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020).*/**"}
-{"_id": "DAL20231927", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 102", "text": "10.8(g) Amended and Restated Letter Agreement No. 1, dated as of July 30, 2020, relating to Airbus A330-900 Aircraft and A350-900 Aircraft Purchase Agreement dated as of November 24, 2014 (Filed as Exhibit 10.1(b) to Delta's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020).*/**"}
-{"_id": "DAL20231928", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 102", "text": "10.8(h) Amended and Restated Letter Agreement No. 4, dated as of July 30, 2020, relating to Airbus A330-900 Aircraft and A350-900 Aircraft Purchase Agreement dated as of November 24, 2014 (Filed as Exhibit 10.1(c) to Delta's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020).*/**"}
-{"_id": "DAL20231929", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 102", "text": "10.9(a) Airbus A321neo Aircraft Purchase Agreement dated as of December 15, 2017 between Airbus S.A.S. and Delta Air Lines, Inc. (Filed as Exhibit 10.10 to Delta\u2019s Annual Report on Form 10-K for the year ended December 31, 2017).*/**"}
-{"_id": "DAL20231930", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 102", "text": "10.9(b) Amendment No. 2, dated as of July 30, 2020 to Airbus A321neo Aircraft Purchase Agreement, dated as of December 15, 2017 between Delta and Airbus S.A.S. (Filed as Exhibit 10.2(a) to Delta's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020).*/**"}
-{"_id": "DAL20231931", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 102", "text": "10.9(c) Amended and Restated Letter Agreement No. 3, dated as of July 30, 2020, relating to Airbus A321neo Aircraft Purchase Agreement, dated as of December 15, 2017 between Delta and Airbus S.A.S. (Filed as Exhibit 10.2(b) to Delta's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020).*/**"}
-{"_id": "DAL20231932", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 102", "text": "10.9(d) Amendment No. 3, dated April 22, 2021, to Airbus A321neo Aircraft Purchase Agreement, dated as of December 15, 2017, between Airbus S.A.S. and Delta Air Lines, Inc. (\"Amendment No. 3\") (Filed as Exhibit 10.3(a) to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021).*/**"}
-{"_id": "DAL20231933", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 102", "text": "10.9(e) Amended and Restated Letter Agreements related to Amendment No. 3, dated April 22, 2021 (Filed as Exhibit 10.3(b) to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021).*/**"}
-{"_id": "DAL20231934", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 102", "text": "10.9(f) Amendment No. 4, dated August 20, 2021, to Airbus A321neo Aircraft Purchase Agreement, dated as of December 15, 2017, between Airbus S.A.S. and Delta Air Lines, Inc. (\"Amendment No. 4\") (Filed as Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended September 30, 2021).*/**"}
-{"_id": "DAL20231935", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 102", "text": "10.9(g) Amended and Restated Letter Agreements No. 3 related to Amendment No. 4, dated August 20, 2021 (Filed as Exhibit 10.2 to Delta's Quarterly Report on Form 10-Q for the quarter ended September 30, 2021).*/**"}
-{"_id": "DAL20231936", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 102", "text": "10.10 Purchase Agreement Number PA-04696, dated July 18, 2022, between The Boeing Company and Delta Air Lines, Inc. relating to Boeing Model 737-10 Aircraft (Filed as Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022).*/**"}
-{"_id": "DAL20231937", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 102", "text": "10.11 Delta Air Lines, Inc. Performance Compensation Plan (Filed as Exhibit 10.2 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).*"}
-{"_id": "DAL20231938", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 102", "text": "10.12(a) Delta Air Lines, Inc. Officer and Director Severance Plan, as amended and restated as of June 1, 2016 (Filed as Exhibit 10.3 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).*"}
-{"_id": "DAL20231939", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 102", "text": "10.12(b) Amendment to Delta Air Lines, Inc. Officer and Director Severance Plan, as amended and restated as of June 1, 2016 (Filed as Exhibit 10.15(b) to Delta's Annual Report on Form 10-K for the year ended December 31, 2020).*"}
-{"_id": "DAL20231941", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 103", "text": "10.13 Description of Certain Benefits of Members of the Board of Directors and Executive Officers (Filed as Exhibit 10.14 to Delta's Annual Report on Form 10-K for the year ended December 31, 2021).*"}
-{"_id": "DAL20231942", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 103", "text": "10.14 Delta Air Lines, Inc. Management Incentive Plan (As Amended and Restated December 1, 2023)."}
-{"_id": "DAL20231943", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 103", "text": "10.15 Model Award Agreement for the Delta Air Lines, Inc. 2021 Long-Term Incentive Program (Filed as Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).*"}
-{"_id": "DAL20231944", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 103", "text": "10.16 Model Award Agreement for the Delta Air Lines, Inc. 2022 Long-Term Incentive Program (Filed as Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022).*"}
-{"_id": "DAL20231945", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 103", "text": "10.17 Model Award Agreement for the Delta Air Lines, Inc. 2023 Long-Term Incentive Program (Filed as Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023).*"}
-{"_id": "DAL20231946", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 103", "text": "10.18 Delta Air Lines, Inc. Restoration Long Term Disability Plan (Filed as Exhibit 10.24 to Delta's Annual Report on Form 10-K for the year ended December 31, 2011).*"}
-{"_id": "DAL20231947", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 103", "text": "10.19 Terms of 2023 Restricted Stock Awards for Non-Employee Directors (Filed as Exhibit 10.2 to Delta\u2019s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023).*"}
-{"_id": "DAL20231948", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 103", "text": "21.1 Subsidiaries of the Registrant."}
-{"_id": "DAL20231949", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 103", "text": "23.1 Consent of Ernst & Young LLP."}
-{"_id": "DAL20231950", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 103", "text": "31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer."}
-{"_id": "DAL20231951", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 103", "text": "31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer."}
-{"_id": "DAL20231952", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 103", "text": "32 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 2002."}
-{"_id": "DAL20231953", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 103", "text": "97 Delta Air Lines, Inc. Executive Officer Clawback Policy."}
-{"_id": "DAL20231954", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 103", "text": "101.INS XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document."}
-{"_id": "DAL20231960", "title": "DAL 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document", "text": "104 The cover page from this Annual Report on Form 10-K for the year ended December 31, 2023 formatted in Inline XBRL (included in Exhibit 101)"}
-{"_id": "DAL20231962", "title": "DAL ____________", "text": "* Incorporated by reference."}
-{"_id": "DAL20231963", "title": "DAL ____________", "text": "** Portions of this exhibit have been omitted as confidential information."}
-{"_id": "DAL20231965", "title": "DAL FORM 10-K SUMMARY", "text": "Not applicable."}
-{"_id": "DAL20231972", "title": "DAL SIGNATURES", "text": "Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 12th day of February, 2024. ##DELTA AIR LINES, INC.## By:####/s/ Edward H. Bastian ####Edward H. Bastian ####Chief Executive Officer"}
-{"_id": "DAL20231974", "title": "DAL Delta Air Lines, Inc. | 2023 Form 10-K 105", "text": "Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on the 12th day of February, 2024 by the following persons on behalf of the registrant and in the capacities indicated."}
-{"_id": "LIN20230004", "title": "LIN General", "text": "Linde plc is a public limited company formed under the laws of Ireland with its principal offices in the United Kingdom and United States. Linde is the largest industrial gas company worldwide and is a major technological innovator in the industrial gases industry. Its primary products in its industrial gases business are atmospheric gases (oxygen, nitrogen, argon, and rare gases) and process gases (carbon dioxide, helium, hydrogen, electronic gases, specialty gases, and acetylene etc). The company also designs and builds equipment that produces industrial gases and offers customers a wide range of gas production and processing services such as olefin plants, natural gas plants, air separation plants, hydrogen and synthesis gas plants and other types of plants."}
-{"_id": "LIN20230005", "title": "LIN General", "text": "Linde serves a diverse group of industries including healthcare, chemicals and energy, manufacturing, metals and mining, food and beverage, and electronics."}
-{"_id": "LIN20230006", "title": "LIN General", "text": "Linde\u2019s sales were $32,854 million, $33,364 million, and $30,793 million for 2023, 2022, and 2021, respectively. Refer to Item 7, Management's Discussion and Analysis, for a discussion of consolidated sales and Note 18 to the consolidated financial statements for additional information related to Linde\u2019s reportable segments."}
-{"_id": "LIN20230008", "title": "LIN Industrial Gases Products and Manufacturing Processes", "text": "Atmospheric gases are the highest volume products produced by Linde. Using air as its raw material, Linde produces oxygen, nitrogen and argon through several air separation processes of which cryogenic air separation is the most prevalent. Rare gases, such as krypton, neon and xenon, are also produced through cryogenic air separation. As a pioneer in the industrial gases industry, Linde is a leader in developing a wide range of proprietary and patented applications and supply systems technology. Linde also led the development and commercialization of non-cryogenic air separation technologies for the production of industrial gases. These technologies open important new markets and optimize production capacity for the company by lowering the cost of supplying industrial gases. These technologies include proprietary vacuum pressure swing adsorption (\u201cVPSA\u201d) and membrane separation to produce gaseous oxygen and nitrogen, respectively."}
-{"_id": "LIN20230009", "title": "LIN Industrial Gases Products and Manufacturing Processes", "text": "Process gases, including carbon dioxide, hydrogen, helium, specialty gases and acetylene are produced by methods other than air separation."}
-{"_id": "LIN20230010", "title": "LIN Industrial Gases Products and Manufacturing Processes", "text": "Hydrogen is produced from a range of feedstocks using an array of different technologies. Despite hydrogen being an invisible molecule, colors are often used to designate and differentiate between the production processes used to produce the molecule. The majority of hydrogen currently produced by Linde is what is termed gray hydrogen and is derived from natural gas or methane, using steam methane reformation technology. Linde has multiple technologies to produce blue and green hydrogen, which are both considered types of clean energy. Blue hydrogen is produced by capturing the carbon emissions from the hydrogen plant and either utilizing them in a way that stops them from being emitted or sequestering them in the subsurface for the long term. Green hydrogen is produced by electrolysis using renewable energy or from the steam methane reforming of biomethane. Low carbon intensity, high-purity hydrogen is also produced by purifying and recovering by-product hydrogen sources from the chemical and petrochemical industries."}
-{"_id": "LIN20230011", "title": "LIN Industrial Gases Products and Manufacturing Processes", "text": "Carbon monoxide can be produced by either steam methane reforming or auto-thermal reforming of natural gas or other feed streams such as naphtha. Most carbon dioxide is purchased from by-product sources, including chemical plants, refineries and industrial processes or is recovered from carbon dioxide wells. Carbon dioxide is processed in Linde\u2019s plants to produce commercial and food-grade carbon dioxide. Helium is sourced from certain helium-rich natural gas streams in the United States, with additional supplies being acquired from outside the United States. Acetylene is primarily sourced as a chemical by-product, but may also be produced from calcium carbide and water."}
-{"_id": "LIN20230013", "title": "LIN Industrial Gases Distribution", "text": "There are three basic distribution methods for industrial gases: (i) on-site or tonnage; (ii) merchant or bulk liquid; and (iii) packaged or cylinder gases. These distribution methods are often integrated, with products from all three supply modes coming from the same plant. The method of supply is generally determined by the lowest cost means of meeting the customer\u2019s needs, depending upon factors such as volume requirements, purity, pattern of usage, and the form in which the product is used (as a gas or as a cryogenic liquid)."}
-{"_id": "LIN20230015", "title": "LIN Industrial Gases Distribution", "text": "On-site. Customers that require the largest volumes of product (typically oxygen, nitrogen and hydrogen) and that have a relatively constant demand pattern are supplied by cryogenic and process gas on-site plants. Linde constructs plants on or"}
-{"_id": "LIN20230017", "title": "LIN Table of Contents", "text": "adjacent to these customers\u2019 sites and supplies the product directly to customers by pipeline. On-site product supply contracts generally are total requirement contracts with terms typically ranging from 10-20 years and containing minimum purchase requirements and price escalation provisions. Many of the cryogenic on-site plants also produce liquid products for the merchant market. Therefore, plants are typically not dedicated to a single customer. Advanced air separation processes allow on-site delivery to customers with smaller volume requirements."}
-{"_id": "LIN20230018", "title": "LIN Table of Contents", "text": "Merchant. The merchant business is generally associated with distributable liquid oxygen, nitrogen, argon, carbon dioxide, hydrogen and helium. The deliveries generally are made from Linde\u2019s plants by tanker trucks to storage containers at the customer's site which are usually owned and maintained by Linde and leased to the customer. Due to distribution cost, merchant oxygen and nitrogen generally have a relatively small distribution radius from the plants at which they are produced. Merchant argon, hydrogen and helium can be shipped much longer distances. The customer agreements used in the merchant business are usually three to seven-year requirement contracts."}
-{"_id": "LIN20230019", "title": "LIN Table of Contents", "text": "Packaged Gases. Customers requiring small volumes are supplied products in metal containers called cylinders, under medium to high pressure. Packaged gases include atmospheric gases, carbon dioxide, hydrogen, helium, acetylene and related products. Linde also produces and distributes in cylinders a wide range of specialty gases and mixtures. Cylinders may be delivered to the customer\u2019s site or picked up by the customer at a packaging facility or retail store. Packaged gases are generally sold under one to three-year supply contracts and through purchase orders."}
-{"_id": "LIN20230021", "title": "LIN Engineering", "text": "Linde\u2019s Engineering business has a global presence, with its focus on market segments such as air separation, hydrogen, synthesis, olefin and natural gas plants. The company utilizes its extensive process engineering know-how in the planning, design and construction of highly efficient plants for the production and processing of gases. With its state-of-the-art sustainable technologies Engineering also helps customers avoid, capture and utilize CO2 emissions. Its technology portfolio covers the entire value chain for production, liquefaction, storage, distribution and application of hydrogen which supports the transition to clean energy. Its digital services and solutions increase plant efficiency and performance."}
-{"_id": "LIN20230022", "title": "LIN Engineering", "text": "Linde's plants are used in a wide variety of fields: in the petrochemical and chemical industries, in refineries and fertilizer plants, to recover air gases, to produce synthesis gases, to treat natural gas and to produce noble gases. The Engineering business either supplies plant components directly to the customer or to the industrial gas business of Linde which operates the plants under a long-term gases supply contract."}
-{"_id": "LIN20230023", "title": "LIN Engineering", "text": "Inventories \u2013 Linde carries inventories of merchant and cylinder gases and hardgoods to supply products to its customers on a reasonable delivery schedule. On-site plants and pipeline complexes have limited inventory. Inventory obsolescence is not material to Linde\u2019s business."}
-{"_id": "LIN20230024", "title": "LIN Engineering", "text": "Customers \u2013 Linde is not dependent upon a single customer or a few customers."}
-{"_id": "LIN20230025", "title": "LIN Engineering", "text": "International \u2013 Linde is a global enterprise with approximately 68% of its 2023 sales outside of the United States. The company also has majority or wholly owned subsidiaries that operate in approximately 45 European, Middle Eastern and African countries (including Germany, the United Kingdom (U.K.), France, Sweden, and the Republic of South Africa); approximately 20 Asian and South Pacific countries (including China, Australia, India, South Korea and Thailand); and approximately 20 countries in North and South America (including Canada, Mexico and Brazil)."}
-{"_id": "LIN20230026", "title": "LIN Engineering", "text": "The company also has equity method investments operating in Europe, Asia, and the Middle East."}
-{"_id": "LIN20230027", "title": "LIN Engineering", "text": "Linde\u2019s non-U.S. business is subject to risks customarily encountered in non-U.S. operations, including fluctuations in foreign currency exchange rates, import and export controls, and other economic, political and regulatory policies of local governments. Also, see Item 1A. \u201cRisk Factors\u201d and Item 7A. \u201cQuantitative and Qualitative Disclosures About Market Risk.\u201d"}
-{"_id": "LIN20230028", "title": "LIN Engineering", "text": "Seasonality \u2013 Linde\u2019s business is generally not subject to seasonal fluctuations to any significant extent."}
-{"_id": "LIN20230030", "title": "LIN Engineering", "text": "Research and Development \u2013 Linde\u2019s research and development is directed toward development of gas processing, separation and liquefaction technologies, and clean energy technologies; improving distribution of industrial gases and the development of new markets and applications for these gases. This results in the development of new advanced air separation, hydrogen, synthesis gas, natural gas, adsorption and chemical process technologies; novel clean energy and carbon management solutions; as well as the frequent introduction of new industrial gas applications. Research and development is primarily conducted in Pullach, Germany, Tonawanda, New York, Burr Ridge, Illinois and Shanghai, China."}
-{"_id": "LIN20230032", "title": "LIN Table of Contents", "text": "Patents and Trademarks \u2013 Linde owns or licenses a large number of patents that relate to a wide variety of products and processes. Linde\u2019s patents expire at various times over the next 20 years. While these patents and licenses are considered important to its individual businesses, Linde does not consider its business as a whole to be materially dependent upon any one particular patent, or patent license, or family of patents. Linde also owns a large number of trademarks, of which the \"Linde\" trademark is the most significant."}
-{"_id": "LIN20230033", "title": "LIN Table of Contents", "text": "Raw Materials and Energy Costs \u2013 Energy is the single largest cost item in the production and distribution of industrial gases. Most of Linde\u2019s energy requirements are in the form of electricity, natural gas and diesel fuel for distribution. The company mitigates electricity, natural gas, and hydrocarbon price fluctuations contractually through pricing formulas, surcharges, cost pass\u2013through and tolling arrangements."}
-{"_id": "LIN20230034", "title": "LIN Table of Contents", "text": "The supply of energy has not typically been a significant issue in the geographic areas where the company conducts business. However, energy availability and price is unpredictable and may pose future risks."}
-{"_id": "LIN20230035", "title": "LIN Table of Contents", "text": "For carbon dioxide, carbon monoxide, helium, hydrogen and specialty gases, raw materials are largely purchased from outside sources. Linde has contracts or commitments for, or readily available sources of, most of these raw materials; however, their long-term availability and prices are subject to market conditions."}
-{"_id": "LIN20230036", "title": "LIN Table of Contents", "text": "Competition \u2013 Linde participates in highly competitive markets in industrial gases and engineering, which are characterized by a mixture of local, regional and global players, all of which exert competitive pressure on the parties. In locations where Linde has pipeline networks, which enable the company to provide reliable and economic supply of products to larger customers, Linde derives a competitive advantage."}
-{"_id": "LIN20230037", "title": "LIN Table of Contents", "text": "Competitors in the industrial gases industry include global and regional companies such as L\u2019Air Liquide S.A., Air Products and Chemicals, Inc., Messer Group GmbH, Mitsubishi Chemical Holdings Corporation (through Taiyo Nippon Sanso Corporation) as well as an extensive number of small to medium size independent industrial gas companies which compete locally as producers or distributors. In addition, a significant portion of the international gases market relates to customer-owned plants."}
-{"_id": "LIN20230038", "title": "LIN Table of Contents", "text": "Employees \u2013 The company sources talent from an ever-changing and competitive environment. The ability to source and retain qualified and committed employees is a prerequisite for the company\u2019s success, and represents a general risk for Linde."}
-{"_id": "LIN20230039", "title": "LIN Table of Contents", "text": "The Board of Directors (\"Board\") has established a strategic business objective to maintain world-class standards in talent management. Executive variable compensation is assessed annually based on performance in financial measures as well as in several strategic non-financial areas, including talent management. The Human Capital Committee assists the Board in its oversight of Linde\u2019s compensation policies and programs, particularly in regard to reviewing executive compensation for Linde\u2019s executive officers. The Human Capital Committee also annually reviews the company\u2019s management development and succession programs, diversity policies and objectives, and the associated programs to achieve those objectives. The global head of Human Resources reports to the Chief Executive Officer (\"CEO\"). A global leader of Diversity, Equity and Inclusion reports to the head of Human Resources."}
-{"_id": "LIN20230040", "title": "LIN Table of Contents", "text": "Linde has aligned diversity and inclusion with its business strategies and implemented diversity action planning into business process and performance management. Diversity, equity and inclusion are line management responsibilities and Linde seeks competitive advantage through proactive management of its talent pipeline and recruiting processes. Linde provides equal employment opportunity, and recruits, hires, promotes and compensates people based solely on their performance and ability."}
-{"_id": "LIN20230041", "title": "LIN Table of Contents", "text": "Employees receive a competitive salary and variable compensation components based on performance and job level. Linde has collective bargaining agreements with unions at numerous locations throughout the world. Additional benefits are offered such as occupational pensions and contributions towards health insurance or medical screening, reflecting regional conditions and local competition. Senior managers participate directly in the company\u2019s growth in value through the Long Term Incentive Plan of Linde plc. In addition, annually managers have the ability to grant leadership awards under the Long Term Incentive Plan to certain eligible employees. From time to time, Linde may introduce special compensation schemes to recognize or reward specific individuals such as the one implemented in 2020 for global front-line employees. Linde also invests in professional development of its employees through formal and on-the-job training."}
-{"_id": "LIN20230043", "title": "LIN Table of Contents", "text": "As of December 31, 2023, Linde had 66,323 employees worldwide comprised of approximately 28 percent women and 72 percent men. The total professional workforce is comprised of approximately 29 percent women and 71 percent men."}
-{"_id": "LIN20230045", "title": "LIN Table of Contents", "text": "Environment \u2013 Information required by this item is incorporated herein by reference to the section captioned \u201cManagement\u2019s Discussion and Analysis \u2013 Environmental Matters\u201d in Item 7 of this 10-K."}
-{"_id": "LIN20230046", "title": "LIN Table of Contents", "text": "Available Information \u2013 The company makes its periodic and current reports available, free of charge, on or through its website, www.linde.com, as soon as practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (\"SEC\"). Investors may also access from the company website other investor information such as press releases and presentations. Information on the company\u2019s website is not incorporated by reference herein. In addition, the public may read and copy any materials filed with the SEC free of charge at the SEC\u2019s website, www.sec.gov, that contains reports, proxy information statements and other information regarding issuers that file electronically."}
-{"_id": "LIN20230047", "title": "LIN Table of Contents", "text": "Executive Officers \u2013 The following Executive Officers have been elected by the Board of Directors and serve at the pleasure of the Board. It is expected that the Board will elect officers annually following each annual meeting of shareholders."}
-{"_id": "LIN20230048", "title": "LIN Table of Contents", "text": "Sanjiv Lamba, 59, was appointed Chief Executive Officer of Linde effective March 1, 2022. Prior to being appointed CEO, he was Chief Operating Officer starting in January 2021 and after serving as Executive Vice President, APAC, beginning in October 2018. Previously, Mr. Lamba was appointed a Member of the Executive Board of Linde AG in 2011, responsible for the Asia, Pacific segment of the Gases Division, for Global Gases Businesses Helium & Rare Gases, Electronics as well as Asia Joint Venture Management. Mr. Lamba started his career 1989 with BOC India in Finance where he progressed to become Director of Finance before being appointed as Managing Director for BOC\u2019s India\u2019s business in 2001. Throughout his years with BOC/Linde, he worked in various roles across a number of different geographies including Germany, the U.K., Singapore and India."}
-{"_id": "LIN20230049", "title": "LIN Table of Contents", "text": "Guillermo Bichara, 49, is Executive Vice President and Chief Legal Officer. He previously served as Praxair\u2019s Vice President and General Counsel. Mr. Bichara joined the company in 2006, first as Director of Legal Affairs at Praxair Mexico before being promoted to Vice President and General Counsel of Praxair Asia. He subsequently had responsibility for Europe, Mexico and corporate transactions before being promoted to Associate General Counsel and Assistant Secretary. Mr. Bichara previously held roles at Cemex and various global law firms."}
-{"_id": "LIN20230050", "title": "LIN Table of Contents", "text": "Sean Durbin, 53, became Executive Vice President, North America effective September 1, 2023. Previously, he served as Executive Vice President, EMEA from April 2021 to September 2023 and Senior Vice President, Global Functions from July 2020. Durbin joined Praxair, Inc. in 1993 and served in various roles across operations, engineering, project management, business development and sales. In recent years, he has held leadership positions including Business President, Region Europe South from 2019 to 2020, and President, Praxair Canada Inc. from 2013 to 2019."}
-{"_id": "LIN20230051", "title": "LIN Table of Contents", "text": "Kelcey E. Hoyt, 54, became the Chief Accounting Officer of Linde in October 2018. Prior to this, she served as Vice President and Controller of Praxair, Inc. beginning in August 2016. Prior to becoming Controller, she served as Praxair\u2019s Director of Investor Relations since 2010. She joined Praxair in 2002 and served as Director of Corporate Accounting and SEC Reporting through 2008, and later served as Controller for various divisions within Praxair\u2019s North American Industrial Gas business. Previously, she was in audit at KPMG, LLP."}
-{"_id": "LIN20230052", "title": "LIN Table of Contents", "text": "Juergen Nowicki, 60, was appointed Executive Vice President and CEO, Linde Engineering in April 2020. Prior to this, he was Senior Vice President, Commercial, Linde Engineering. Mr. Nowicki joined Linde in 1991 as an Internal Auditor and held various positions in Finance and Controlling. In 2002, he was appointed CFO Linde Gas North America, USA, and was named Head of Finance and Control for The Linde Group in 2006. Nowicki assumed the role of Managing Director, Linde Engineering in 2011."}
-{"_id": "LIN20230053", "title": "LIN Table of Contents", "text": "John Panikar, 56, was appointed Executive Vice President, APAC of Linde effective in January 2021. Previously, he served as President UK & Africa of Linde since October 2018. From 2014 to 2018, Mr. Panikar was President of Praxair Asia. He began his career with Praxair in 1991 as an Applications Engineer. Over the years, Mr. Panikar held increasingly responsible positions including Manager of Site Services and Equipment, Business Development Director for Praxair Asia, Managing Director of Praxair India, VP, South Region, North American Industrial Gases and President, Praxair Distribution, Inc."}
-{"_id": "LIN20230055", "title": "LIN Table of Contents", "text": "Oliver Pfann, 55, was appointed Senior Vice President, EMEA effective September 1, 2023. Since 1995, Oliver Pfann has served in a range of roles at Linde. He began his career in Product Development and then as Sales Manager in Romania. He transitioned to Global Key Accounts and was named General Manager of Linde Italy in 2004. Since 2007, Pfann led a"}
-{"_id": "LIN20230057", "title": "LIN Table of Contents", "text": "regional cluster in Eastern Europe with an increasing number of countries. In 2017, he was promoted to lead the Region UK, Ireland and Africa before assuming his assignment as Business President for Region Europe East in 2019."}
-{"_id": "LIN20230058", "title": "LIN Table of Contents", "text": "David P. Strauss, 65, has been Executive Vice President and Chief Human Resources Officer since 2022. From 2018 to 2021, he was Senior Vice President and Chief Human Resources Officer. Mr. Strauss joined Linde in 1990 as an Applications Engineer before being promoted to lead the electronics materials business. From 2000 to 2013, he served as the General Manager for Linde Advanced Material Technologies Inc. (formerly \u201cPraxair Surface Technologies, Inc.\u201d). In 2013, he became Vice President of Safety, Health and Environment before being named Chief Human Resources Officer of Praxair, Inc., a position he held from 2016 until 2018."}
-{"_id": "LIN20230060", "title": "LIN Table of Contents", "text": "Matthew J. White, 51, became Executive Vice President and Chief Financial Officer of Linde in October 2018. He previously served as the Senior Vice President and Chief Financial Officer of Praxair, Inc. since January 1, 2014. Prior to this, Mr. White was President of Praxair Canada from 2011 to 2013. He joined Praxair in 2004 as finance director for the company\u2019s largest business unit, North American Industrial Gases. In 2008, he became Vice President and Controller of Praxair, Inc., then was named Vice President and Treasurer in 2010. Before joining Praxair, White was Vice President, Finance, at Fisher Scientific and before that he held various financial positions, including group controller, at GenTek, a manufacturing and performance chemicals company."}
-{"_id": "LIN20230063", "title": "LIN RISK FACTORS", "text": "Due to the size and geographic reach of the company\u2019s operations, a wide range of factors, many of which are outside of the company\u2019s control, could materially affect the company\u2019s future operations and financial performance. Management believes the following risks may significantly impact the company:"}
-{"_id": "LIN20230064", "title": "LIN RISK FACTORS", "text": "Weakening economic conditions in markets in which Linde does business may adversely impact its financial results and/or cash flows."}
-{"_id": "LIN20230065", "title": "LIN RISK FACTORS", "text": "Linde serves a diverse group of industries across more than 80 countries, which generally leads to financial stability through various business cycles. However, a broad decline in general economic or business conditions in the industries served by its customers could adversely affect the demand for Linde\u2019s products and impair the ability of its customers to satisfy their obligations to Linde, resulting in uncollected receivables and/or unanticipated contract terminations or project delays. For example, global political and economic uncertainty could reduce investment activities of Linde\u2019s customers, which could adversely affect Linde\u2019s business."}
-{"_id": "LIN20230066", "title": "LIN RISK FACTORS", "text": "In addition, many of Linde\u2019s customers are in businesses that are cyclical in nature, such as the chemicals, metals and energy industries. Downturns in these industries may adversely impact Linde during these cycles. Additionally, such conditions could impact the utilization of Linde\u2019s manufacturing capacity which may require it to recognize impairment losses on tangible assets such as property, plant and equipment, as well as intangible assets such as goodwill, customer relationships or intellectual property."}
-{"_id": "LIN20230067", "title": "LIN RISK FACTORS", "text": "Increases in the cost of energy and raw materials and/or disruption in the supply of these materials could result in lost sales or reduced profitability."}
-{"_id": "LIN20230068", "title": "LIN RISK FACTORS", "text": "Energy is the single largest cost item in the production and distribution of industrial gases. Most of Linde\u2019s energy requirements are in the form of electricity, natural gas and diesel fuel for distribution. Linde attempts to minimize the financial impact of variability in these costs through the management of customer contracts and reducing demand through operational productivity and energy efficiency. Large customer contracts typically have escalation and pass-through clauses to recover energy and feedstock costs. Such attempts may not successfully mitigate cost variability, which could negatively impact Linde\u2019s financial condition or results of operations. The supply of energy has not been a significant issue in the geographic areas where Linde conducts business. However, regional energy conditions are unpredictable and may pose future risk."}
-{"_id": "LIN20230069", "title": "LIN RISK FACTORS", "text": "For carbon dioxide, carbon monoxide, helium, hydrogen and specialty gases, raw materials are largely purchased from outside sources. Where feasible, Linde sources several of these raw materials, including carbon dioxide, hydrogen and calcium carbide, as chemical or industrial byproducts. In addition, Linde has contracts or commitments for, or readily available sources of, most of these raw materials; however, their long-term availability and prices are subject to market conditions. A disruption in supply of such raw materials could impact Linde\u2019s ability to meet contractual supply commitments."}
-{"_id": "LIN20230070", "title": "LIN RISK FACTORS", "text": "Linde\u2019s international operations are subject to the risks of doing business abroad and international events and circumstances may adversely impact its business, financial condition or results of operations."}
-{"_id": "LIN20230071", "title": "LIN RISK FACTORS", "text": "Linde has substantial international operations which are subject to risks including devaluations in currency exchange rates, transportation delays and interruptions, political and economic instability and disruptions, restrictions on the transfer of funds, trade conflicts and the imposition of duties and tariffs, import and export controls, changes in governmental policies, labor unrest, possible nationalization and/or expropriation of assets, changes in U.S. and non-U.S. tax policies and compliance with governmental regulations. These events could have an adverse effect on the international operations of Linde in the future by reducing the demand for its products, decreasing the prices at which it can sell its products, reducing the revenue from international operations or otherwise having an adverse effect on its business."}
-{"_id": "LIN20230072", "title": "LIN RISK FACTORS", "text": "Currency exchange rate fluctuations and other related risks may adversely affect Linde's results."}
-{"_id": "LIN20230074", "title": "LIN RISK FACTORS", "text": "Because a significant portion of Linde's revenue is denominated in currencies other than its reporting currency, the U.S. dollar, changes in exchange rates will produce fluctuations in revenue, costs and earnings and may also affect the book value of assets and liabilities and related equity. Although the company from time to time utilizes foreign exchange"}
-{"_id": "LIN20230076", "title": "LIN Table of Contents", "text": "forward contracts to hedge these exposures, its efforts to minimize currency exposure through such hedging transactions may not be successful depending on market and business conditions. As a result, fluctuations in foreign currency exchange rates could adversely affect Linde\u2019s financial condition, results of operations or cash flows."}
-{"_id": "LIN20230077", "title": "LIN Table of Contents", "text": "Macroeconomic factors may impact Linde\u2019s ability to obtain financing or increase the cost of obtaining financing which may adversely impact Linde\u2019s financial results and/or cash flows."}
-{"_id": "LIN20230078", "title": "LIN Table of Contents", "text": "Volatility and disruption in the U.S., European and global credit and equity markets, from time to time, could make it more difficult for Linde to obtain financing for its operations and/or could increase the cost of obtaining financing. In addition, Linde\u2019s borrowing costs can be affected by short- and long-term debt ratings assigned by independent rating agencies which are based, in significant part, on its performance as measured by certain criteria such as interest coverage and leverage ratios. A decrease in these debt ratings could increase the cost of borrowing or make it more difficult to obtain financing."}
-{"_id": "LIN20230079", "title": "LIN Table of Contents", "text": "An impairment of goodwill or intangible assets could negatively impact the company's financial results."}
-{"_id": "LIN20230080", "title": "LIN Table of Contents", "text": "As of December 31, 2023, the net carrying value of goodwill and other indefinite-lived intangible assets was $27 billion and $2 billion, respectively, primarily as a result of the business combination and the related acquisition method of accounting applied to Linde AG. In accordance with generally accepted accounting principles, the company periodically assesses these assets to determine if they are impaired. Significant negative industry or economic trends, disruptions to business, unexpected significant changes or planned changes in use of the assets, divestitures and sustained market capitalization declines may result in recognition of impairments to goodwill or other indefinite-lived assets. Any charges relating to such impairments could have a material adverse impact on Linde's results of operations in the periods recognized."}
-{"_id": "LIN20230081", "title": "LIN Table of Contents", "text": "Catastrophic events could disrupt the operations of Linde and/or its customers and suppliers and may have a significant adverse impact on the results of operations."}
-{"_id": "LIN20230082", "title": "LIN Table of Contents", "text": "The occurrence of catastrophic events or natural disasters such as extreme weather, including hurricanes and floods; health epidemics; pandemics, such as COVID-19; and acts of war or terrorism, could disrupt or delay Linde\u2019s ability to produce and distribute its products to customers and could potentially expose Linde to third-party liability claims. In addition, such events could impact Linde\u2019s customers and suppliers resulting in temporary or long-term outages and/or the limitation of supply of energy and other raw materials used in normal business operations. Linde evaluates the direct and indirect business risks, consults with vendors, insurance providers and industry experts, makes investments in suitably resilient design and technology, and conducts regular reviews of the business risks with management. Despite these steps, however, these situations are outside Linde\u2019s control and may have a significant adverse impact on its financial results."}
-{"_id": "LIN20230083", "title": "LIN Table of Contents", "text": "The inability to attract and retain qualified personnel may adversely impact Linde\u2019s business."}
-{"_id": "LIN20230084", "title": "LIN Table of Contents", "text": "If Linde fails to attract, hire and retain qualified personnel, it may not be able to develop, market or sell its products or successfully manage its business. Linde is dependent upon a highly skilled, experienced and efficient workforce to be successful. Much of Linde\u2019s competitive advantage is based on the expertise and experience of key personnel regarding marketing, technology, manufacturing and distribution infrastructure, systems and products. The inability to attract and hire qualified individuals or the loss of key employees in very skilled areas could have a negative effect on Linde\u2019s financial results."}
-{"_id": "LIN20230085", "title": "LIN Table of Contents", "text": "If Linde fails to keep pace with technological advances in the industry or if new technology initiatives do not become commercially accepted, customers may not continue to buy Linde\u2019s products and results of operations could be adversely affected."}
-{"_id": "LIN20230087", "title": "LIN Table of Contents", "text": "Linde\u2019s research and development is directed toward developing new and improved methods for the production and distribution of industrial gases, the design and construction of plants and toward developing new markets and applications for the use of industrial and process gases. This results in the introduction of new applications and the development of new advanced process technologies. As a result of these efforts, Linde develops new and proprietary technologies and employs necessary measures to protect such technologies within the global geographies in which Linde operates. These technologies help Linde to create a competitive advantage and to provide a platform to grow its business. If Linde\u2019s research and"}
-{"_id": "LIN20230089", "title": "LIN Table of Contents", "text": "development activities do not keep pace with competitors or if Linde does not create new technologies that benefit customers, future results of operations could be adversely affected."}
-{"_id": "LIN20230090", "title": "LIN Table of Contents", "text": "Risks related to pension benefit plans may adversely impact Linde\u2019s results of operations and cash flows."}
-{"_id": "LIN20230091", "title": "LIN Table of Contents", "text": "Pension benefits represent significant financial obligations that will be ultimately settled in the future with employees who meet eligibility requirements. Because of the uncertainties involved in estimating the timing and amount of future payments and asset returns, significant estimates are required to calculate pension expense and liabilities related to Linde\u2019s plans. Linde utilizes the services of independent actuaries, whose models are used to facilitate these calculations. Several key assumptions are used in the actuarial models to calculate pension expense and liability amounts recorded in the consolidated financial statements. In particular, significant changes in actual investment returns on pension assets, discount rates, or legislative or regulatory changes could impact future results of operations and required pension contributions."}
-{"_id": "LIN20230092", "title": "LIN Table of Contents", "text": "Operational risks may adversely impact Linde\u2019s business or results of operations."}
-{"_id": "LIN20230093", "title": "LIN Table of Contents", "text": "Linde\u2019s operating results are dependent on the continued operation of its production facilities and its ability to meet customer contract requirements and other needs. Insufficient or excess capacity threatens Linde\u2019s ability to generate competitive profit margins and may expose Linde to liabilities related to contract commitments. Operating results are also dependent on Linde\u2019s ability to complete new construction projects on time, on budget and in accordance with performance requirements. Failure to do so may expose Linde\u2019s business to loss of revenue, potential litigation and loss of business reputation."}
-{"_id": "LIN20230094", "title": "LIN Table of Contents", "text": "Also inherent in the management of Linde\u2019s production facilities and delivery systems, including storage, vehicle transportation and pipelines, are operational risks that require continuous training, oversight and control. Material operating failures at production, storage facilities or pipelines, including fire, toxic release and explosions, or the occurrence of vehicle transportation accidents could result in loss of life, damage to the environment, loss of production and/or extensive property damage, all of which may negatively impact Linde\u2019s financial results."}
-{"_id": "LIN20230095", "title": "LIN Table of Contents", "text": "Linde may be subject to information technology system failures, network disruptions and breaches in data security."}
-{"_id": "LIN20230096", "title": "LIN Table of Contents", "text": "Linde relies on information technology systems and networks for business and operational activities, and also stores and processes sensitive business and proprietary information in these systems and networks. These systems are susceptible to outages due to fire, flood, power loss, telecommunications failures, viruses, break-ins and similar events, or breaches of security."}
-{"_id": "LIN20230097", "title": "LIN Table of Contents", "text": "Linde has taken steps to address these risks and concerns by implementing advanced security technologies, internal controls, network and data center resiliency and recovery processes. Despite these steps, however, our information technology systems have in the past been and in the future will likely be subject to increasingly sophisticated cyber attacks. Operational failures and breaches of security from such attempts could lead to the loss or disclosure of confidential information or personal data belonging to Linde or our employees and customers or suppliers. These failures and breaches could result in business interruption or malfunction and lead to legal or regulatory actions that could result in a material adverse impact on Linde\u2019s operations, reputation and financial results. To date, such attempts have not had any significant impact on Linde's operations or financial results."}
-{"_id": "LIN20230098", "title": "LIN Table of Contents", "text": "The inability to effectively integrate acquisitions or collaborate with joint venture partners could adversely impact Linde\u2019s financial position and results of operations."}
-{"_id": "LIN20230102", "title": "LIN Table of Contents", "text": "Linde has evaluated and expects to continue to evaluate, a wide array of potential strategic acquisitions and joint ventures. Many of these transactions, if consummated, could be material to its financial condition and results of operations. In addition, the process of integrating an acquired company, business or group of assets may create unforeseen operating difficulties and expenditures. Although historically Linde has been successful with its acquisition strategy and execution, the areas where Linde may face risks include: \u2022the need to implement or remediate controls, procedures and policies appropriate for a larger public company at companies that prior to the acquisition lacked these controls, procedures and policies; \u2022diversion of management time and focus from operating existing business to acquisition integration challenges;"}
-{"_id": "LIN20230108", "title": "LIN Table of Contents", "text": " \u2022cultural challenges associated with integrating employees from the acquired company into the existing organization; \u2022the need to integrate each company\u2019s accounting, management information, human resources and other administrative systems to permit effective management; \u2022difficulty with the assimilation of acquired operations and products; \u2022failure to achieve targeted synergies and cost reductions; and \u2022inability to retain key employees and business relationships of acquired companies."}
-{"_id": "LIN20230109", "title": "LIN Table of Contents", "text": "Foreign acquisitions and joint ventures involve unique risks in addition to those mentioned herein, including those related to integration of operations across different cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries."}
-{"_id": "LIN20230110", "title": "LIN Table of Contents", "text": "Also, the anticipated benefit of potential future acquisitions may not materialize. Future acquisitions or dispositions could result in the incurrence of debt, contingent liabilities or amortization expenses, or impairments of goodwill, any of which could adversely impact Linde\u2019s financial results."}
-{"_id": "LIN20230111", "title": "LIN Table of Contents", "text": "Linde is subject to a variety of international laws and government regulations and changes in, or failure to comply with, these laws or regulations could have an adverse impact on the company\u2019s business, financial position and results of operations."}
-{"_id": "LIN20230121", "title": "LIN Table of Contents", "text": "Linde is subject to regulations in the following areas, among others: \u2022environmental protection, including climate change and energy efficiency laws and policies; \u2022U.S. and non-U.S. tax laws and currency controls; \u2022safety; \u2022securities laws applicable in the United States, the European Union, and other jurisdictions; \u2022trade and import/export restrictions, as well as economic sanctions laws; \u2022antitrust matters; \u2022data protection; \u2022global anti-bribery laws, including the U.S. Foreign Corrupt Practices Act; and \u2022healthcare regulations."}
-{"_id": "LIN20230122", "title": "LIN Table of Contents", "text": "Changes in these or other regulatory areas may impact Linde\u2019s profitability and may give rise to new or increased compliance risks: it may become more complex and costly to ensure compliance, and the level of sanctions in the event of non-compliance may rise. Noncompliance with such laws and regulations could result in penalties or sanctions, cancellation of marketing rights or restrictions on participation in, or even exclusion from, public tender proceedings, all of which could have a material adverse impact on Linde\u2019s financial results and/or reputation."}
-{"_id": "LIN20230123", "title": "LIN Table of Contents", "text": "Such changes may also restrict Linde\u2019s ability to compete effectively in the marketplace. Changes to regulations in the areas of environmental protection and climate change, for example, may impact customer and competitor behavior driving structural changes in key end markets. While Linde will work to mitigate these risks through the pursuit of strategic alliances and investment in applications technologies to capture new growth areas, given the uncertainty about the type and scope of new regulations, it is difficult to predict how such changes and their impact on market behavior will ultimately impact Linde\u2019s business. However, such changes could have a material adverse impact on Linde's results of operations."}
-{"_id": "LIN20230125", "title": "LIN Table of Contents", "text": "Doing business globally requires Linde to comply with anti-corruption, trade, compliance and economic sanctions and similar laws, and to implement policies and procedures designed to ensure that its employees and other intermediaries comply with the applicable restrictions. These restrictions include prohibitions on the sale or supply of certain products, services and any other economic resources to embargoed or sanctioned countries, governments, persons and entities. Compliance with these restrictions requires, among other things, screening of business partners. Despite its commitment to legal compliance and corporate ethics, the company cannot ensure that its policies and procedures will always protect it from intentional, reckless or negligent acts committed by employees or agents under the applicable laws. If Linde fails to comply with laws governing the conduct of international operations, Linde may be subject to criminal and civil penalties and other remedial measures, which could materially adversely affect its reputation, business and results of operations."}
-{"_id": "LIN20230127", "title": "LIN Table of Contents", "text": "The outcome of litigation or governmental investigations may adversely impact the company\u2019s business or results of operations."}
-{"_id": "LIN20230128", "title": "LIN Table of Contents", "text": "Linde\u2019s subsidiaries are party to various lawsuits and governmental investigations arising in the ordinary course of business. Adverse outcomes in some or all of the claims pending may result in significant monetary damages or injunctive relief that could adversely affect Linde\u2019s ability to conduct business. Linde and its subsidiaries may in the future become subject to further claims and litigation, which is impossible to predict. The litigation and other claims Linde faces are subject to inherent uncertainties. Legal or regulatory judgments or agreed settlements might give rise to expenses which are not covered, or are not fully covered, by insurance benefits and may also lead to negative publicity and reputational damage. An unfavorable outcome or determination could cause a material adverse impact on the company\u2019s results of operations."}
-{"_id": "LIN20230129", "title": "LIN Table of Contents", "text": "Potential product defects or inadequate customer care may adversely impact Linde\u2019s business or results of operations."}
-{"_id": "LIN20230130", "title": "LIN Table of Contents", "text": "Risks associated with products and services may result in potential liability claims, the loss of customers or damage to Linde\u2019s reputation. Principal possible causes of risks associated with products and services are product defects or an inadequate level of customer care when Linde is providing services."}
-{"_id": "LIN20230131", "title": "LIN Table of Contents", "text": "Linde is exposed to legal risks relating to product liability in the countries where it operates, including countries such as the United States, where legal risks (in particular through class actions) have historically been more significant than in other countries. The outcome of any pending or future products and services proceedings or investigations cannot be predicted and legal or regulatory judgments or agreed settlements may give rise to significant losses, costs and expenses."}
-{"_id": "LIN20230132", "title": "LIN Table of Contents", "text": "The manufacturing and sale of products as well as the construction and sale of plants by Linde may give rise to risks associated with the production, filling, storage, handling and transport of raw materials, goods or waste. Industrial gases are potentially hazardous substances and medical gases and the related healthcare services must comply with the relevant specifications in order to not adversely affect the health of patients treated with them."}
-{"_id": "LIN20230133", "title": "LIN Table of Contents", "text": "Linde\u2019s products and services, if defective or not handled or performed appropriately, may lead to personal injuries, business interruptions, environmental damages or other significant damages, which may result, among other consequences, in liability, losses, monetary penalties or compensation payments, environmental clean-up costs or other costs and expenses, exclusion from certain market sectors deemed important for future development of the business and loss of reputation. All these consequences could have a material adverse effect on Linde\u2019s business and results of operations."}
-{"_id": "LIN20230134", "title": "LIN Table of Contents", "text": "U.S. civil liabilities may not be enforceable against Linde."}
-{"_id": "LIN20230135", "title": "LIN Table of Contents", "text": "Linde is organized under the laws of Ireland and substantial portions of its assets are located outside of the United States. In addition, certain directors and officers of Linde and its subsidiaries reside outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon Linde or such persons, or to enforce outside the United States judgments obtained against such persons in U.S. courts in any action, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. In addition, it may be difficult for investors to enforce, in original actions brought in courts in jurisdictions located outside the United States, rights predicated upon the U.S. federal securities laws."}
-{"_id": "LIN20230136", "title": "LIN Table of Contents", "text": "A judgment for the payment of money rendered by a court in the United States based on civil liability would not be automatically enforceable in Ireland. There is no treaty between Ireland and the United States providing for the reciprocal enforcement of foreign judgments. The following requirements must be met before the foreign judgment will be deemed to be enforceable in Ireland (i) the judgment must be for a definite sum, (ii) the judgment must be final and conclusive; and (iii) the judgment must be provided by a court of competent jurisdiction."}
-{"_id": "LIN20230137", "title": "LIN Table of Contents", "text": "An Irish court will also exercise its right to refuse judgment if the foreign judgment (i) was obtained by fraud; (ii) violated Irish public policy; (iii) is in breach of natural justice; or (iv) if the judgment is irreconcilable with an earlier foreign judgment."}
-{"_id": "LIN20230139", "title": "LIN Table of Contents", "text": "In addition, there is doubt as to whether an Irish court would accept jurisdiction and impose civil liability on Linde or such persons in an original action predicated solely upon the U.S. federal securities laws brought in a court of competent jurisdiction in Ireland against Linde or such member, officer or expert, respectively."}
-{"_id": "LIN20230141", "title": "LIN Table of Contents", "text": "Changes in tax laws or policy could adversely impact the company\u2019s financial position or results of operations."}
-{"_id": "LIN20230142", "title": "LIN Table of Contents", "text": "Linde and its subsidiaries are subject to the tax rules and regulations in the U.S., Germany, Ireland, the U.K. and other countries in which they operate. Those tax rules and regulations are subject to change on a prospective or retroactive basis. Under current economic and political conditions tax rates and policies in any jurisdiction, including the U.S., the U.K. and the EU, are subject to significant changes which could result in a significant change to Linde's current and deferred income tax. In particular, since Linde is currently treated as U.K. tax resident, any potential changes in the tax rules applying to U.K. tax-resident companies would directly affect Linde."}
-{"_id": "LIN20230143", "title": "LIN Table of Contents", "text": "This includes the Organization for Economic Cooperation & Development's (\u201cOECD\u201d) framework for a 15% global minimum tax rate (\u201cPillar Two\u201d). The U.K. and a majority of EU member states implemented Pillar Two effective January 1, 2024. The OECD continues to issue additional guidance as countries adopt legislation. Linde continues to monitor and evaluate enacted and pending legislation in the jurisdictions in which it operates, as such changes could result in an increase in our effective tax rate."}
-{"_id": "LIN20230144", "title": "LIN Table of Contents", "text": "A change in Linde\u2019s tax residency could have a negative effect on the company\u2019s future profitability and may trigger taxes on dividends or exit charges. If Linde ceases to be resident in the U.K. and becomes resident in another jurisdiction, it may be subject to U.K. exit charges, and/or could become liable for additional tax charges in the other jurisdiction. If Linde were to be treated as resident in more than one jurisdiction, it could be subject to duplicative taxation. Furthermore, although Linde is incorporated in Ireland and is not expected to be treated as a domestic corporation for U.S. federal income tax purposes, it is possible that the IRS could challenge this result or that changes in U.S. federal income tax law could alter this result. If the IRS successfully asserted such a position or the law were to change, significant adverse tax consequences may result for Linde, the company and Linde\u2019s shareholders."}
-{"_id": "LIN20230146", "title": "LIN Table of Contents", "text": "Changes in tax laws may result in higher tax expense and tax payments. In addition, changes in tax legislation and uncertainty about the tax environment in some regions may restrict Linde's opportunity to enforce its respective rights under the law. Linde also operates in countries with complex tax regulations which could be interpreted in different ways. Linde and its subsidiaries are subject to audits by taxing authorities in various jurisdictions or other review actions by the relevant financial or tax authorities. The ultimate tax outcome may differ from the amounts recorded in Linde\u2019s or its subsidiaries\u2019 financial statements and may materially affect their respective financial results for the period when such determination is made."}
-{"_id": "LIN20230149", "title": "LIN UNRESOLVED STAFF COMMENTS", "text": "Not applicable."}
-{"_id": "LIN20230152", "title": "LIN Risk Management & Strategy", "text": "Cybersecurity is identified as a top enterprise risk given the company's reliance on information technology systems and networks for business and operational activities. Linde has taken steps to address these risks and concerns by implementing cybersecurity and risk management processes that include advanced security technologies, internal controls, network and data center resiliency and disaster recovery processes."}
-{"_id": "LIN20230153", "title": "LIN Risk Management & Strategy", "text": "Linde is implementing a series of security enhancements based on the Zero Trust principle. Linde maintains a Standard Operating Procedure for Global Security Incident Response that defines how Linde responds to cyber incidents, including escalation, reporting and remediation procedures. Dedicated cybersecurity teams conduct surveillance for potential threats and implement both procedural and technological controls to protect data and to maintain safe, uninterrupted operations. The company engages third parties in connection with these efforts to provide independent analysis and advice on cybersecurity risks, incidents and other cyber security related matters. In addition, to help our people recognize information and cybersecurity concerns and respond accordingly, Linde conducts mandatory trainings and cybersecurity awareness programs for employees."}
-{"_id": "LIN20230154", "title": "LIN Risk Management & Strategy", "text": "Third party software providers that facilitate Linde\u2019s business activities are also sources of cybersecurity risk for the company. Linde performs risk assessment procedures including evaluation of the overall health of the control environment for certain third-party providers."}
-{"_id": "LIN20230155", "title": "LIN Risk Management & Strategy", "text": "Despite these steps, however, our information technology systems have in the past been and in the future will likely be subject to increasingly sophisticated cyber attacks. Operational failures and breaches of security from such attempts could lead to the loss or disclosure of confidential information or personal data belonging to Linde or our employees and customers or suppliers. These failures and breaches could result in business interruption or malfunction and lead to legal or regulatory actions that could result in a material adverse impact on Linde\u2019s operations, reputation and financial results. To date, such attempts have not had any significant impact on Linde's operations or financial results."}
-{"_id": "LIN20230157", "title": "LIN Governance", "text": "Information and cybersecurity risk management fall under the oversight of the Audit Committee. The Audit Committee receives an annual review, followed by quarterly updates, of the Company\u2019s cybersecurity systems, enhancements, strategies and risk management efforts, and the Chair of the Audit Committee will be promptly notified of any material cybersecurity breach incident. In addition, the full Board reviews cybersecurity as part of its regular risk reviews. Linde has appointed a Global Chief Information Officer (CIO) reporting to the Chief Financial Officer (CFO). A Chief Information Security Officer reports to the CIO and is supported by a global IT security team."}
-{"_id": "LIN20230159", "title": "LIN PROPERTIES", "text": "Linde's principal executive offices are located in leased office space in Woking, United Kingdom and owned office space in Danbury, Connecticut. Linde also owns principal administrative office space in Tonawanda, New York, United States and Pullach, Germany."}
-{"_id": "LIN20230160", "title": "LIN PROPERTIES", "text": "Due to the nature of Linde\u2019s industrial gas products, it is generally uneconomical to transport most products distances greater than a few hundred miles from the production facility. As a result, Linde operates a significant number of production facilities spread globally throughout a number of geographic regions."}
-{"_id": "LIN20230161", "title": "LIN PROPERTIES", "text": "The following is a description of production facilities for Linde by segment. No significant portion of these assets was leased at December 31, 2023. Generally, these facilities are utilized and are sufficient to meet the company's manufacturing needs."}
-{"_id": "LIN20230165", "title": "LIN Table of Contents", "text": "The Americas segment operates production facilities primarily in the U.S., Canada, Mexico and Brazil, approximately 350 of which are mainly cryogenic air separation plants, hydrogen plants and carbon dioxide plants. There are five major pipeline complexes in North America located in northern Indiana, Houston, along the Gulf Coast of Texas, Detroit and Louisiana. Also located throughout the Americas are noncryogenic air separation plants, packaged gas facilities and other smaller plant facilities."}
-{"_id": "LIN20230167", "title": "LIN EMEA", "text": "The EMEA segment has production facilities primarily in Germany, the U.K., Eastern Europe, France, Sweden and the Republic of South Africa which include approximately 275 cryogenic air separation plants and carbon dioxide plants. Also located throughout Europe are noncryogenic air separation plants, pipelines, hydrogen, packaged gas facilities and other smaller plant facilities."}
-{"_id": "LIN20230169", "title": "LIN APAC", "text": "The APAC segment has production facilities located primarily in China, Australia, India, South Korea and Thailand, approximately 230 of which are cryogenic air separation plants and carbon dioxide plants. Also located throughout Asia are noncryogenic air separation plants, pipelines, hydrogen, packaged gas and other production facilities."}
-{"_id": "LIN20230171", "title": "LIN Engineering", "text": "The Engineering business designs and constructs turnkey process plants for third-party customers as well as for the gases businesses in many locations worldwide, such as air separation, hydrogen, synthesis, olefin and natural gas plants. Plant components are produced in owned factories in Tacherting, Germany; Hesingue, France; New York and Oklahoma, United States; and Dalian, China."}
-{"_id": "LIN20230173", "title": "LIN LEGAL PROCEEDINGS", "text": "Information required by this item is incorporated herein by reference to the section captioned \u201cNotes to Consolidated Financial Statements \u2013 17. Commitments and Contingencies\u201d in Item 8 of this 10-K."}
-{"_id": "LIN20230176", "title": "LIN MINE SAFETY DISCLOSURES", "text": "Not Applicable."}
-{"_id": "LIN20230178", "title": "LIN Table of Contents", "text": "MARKET FOR REGISTRANT\u2019S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES"}
-{"_id": "LIN20230179", "title": "LIN Table of Contents", "text": "Linde plc shares trade on the Nasdaq Stock Market LLC (\u201cNasdaq\u201d) under the ticker symbol \u201cLIN\u201d. At December 31, 2023 there were 6,596 shareholders of record. From January 1, 2023 through November 6, 2023, Linde\u2019s shares were traded on the New York Stock Exchange (\u201cNYSE\u201d), but effective November 7, 2023, Linde delisted its shares from the NYSE and began listing and trading its shares on the Nasdaq."}
-{"_id": "LIN20230185", "title": "LIN Table of Contents", "text": "Purchases of Equity Securities \u2013 Certain information regarding purchases made by or on behalf of the company or any affiliated purchaser (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended) of its ordinary shares during the three months ended December 31, 2023 is provided below: Period##Total Number of Shares Purchased (Thousands)####Average Price Paid Per Share##Total Number of Shares Purchased as Part of Publicly Announced Programs (1) (Thousands)####Approximate Dollar Value of Shares that May Yet be Purchased Under the Programs (2) (Millions) October 2023##852##$##373.13##852##$##17,051 November 2023##657##$##400.45##657##$##16,788 December 2023##1,042##$##405.41##1,042##$##16,366 Fourth Quarter 2023##2,551##$##393.35##2,551##$##16,366"}
-{"_id": "LIN20230186", "title": "LIN Table of Contents", "text": "(1)On February 28, 2022 the company's board of directors approved the repurchase of $10.0 billion of its ordinary shares (\"2022 program\") which could take place from time to time on the open market (and could include the use of 10b5-1 trading plans), subject to market and business conditions. The 2022 program has a maximum repurchase amount of 15% of outstanding shares, beginning on March 1, 2022 and expires on July 31, 2024."}
-{"_id": "LIN20230187", "title": "LIN Table of Contents", "text": "On October 23, 2023, the company's board of directors approved the repurchase of $15.0 billion of its ordinary shares (\"2023 program\") which could take place from time to time on the open market (and could include the use of 10b5-1 trading plans), subject to market and business conditions. The 2023 program began on October 23, 2023 and will terminate on the earlier of the date as the maximum authority under the 2023 program is reached or the board terminates the 2023 program."}
-{"_id": "LIN20230189", "title": "LIN Table of Contents", "text": "(2) As of December 31, 2023, the company repurchased $8.6 billion of its ordinary shares pursuant to the 2022 program. As of December 31, 2023, $1.4 billion and $15 billion of share repurchases remain authorized under the 2022 and 2023 programs, respectively."}
-{"_id": "LIN20230195", "title": "LIN Table of Contents", "text": "Peer Performance Table \u2013 The graph below compares the most recent five-year cumulative returns of Linde's ordinary shares with those of the Standard & Poor\u2019s 500 Index (\"SPX\") and the S5 Materials Index (\"S5MATR\") which covers 28 companies, including Linde. The figures assume an initial investment of $100 on December 31, 2018 and that all dividends have been reinvested. ##2018##2019##2020##2021##2022##2023 LIN##$100##$139##$175##$234##$223##$285 SPX##$100##$131##$156##$200##$164##$207 S5MATR##$100##$125##$150##$191##$168##$189"}
-{"_id": "LIN20230198", "title": "LIN RESERVED", "text": "Not applicable."}
-{"_id": "LIN20230200", "title": "LIN Table of Contents", "text": "MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS"}
-{"_id": "LIN20230214", "title": "LIN Table of Contents", "text": "The following discussion of the company\u2019s financial condition and results of operations should be read together with its consolidated financial statements and notes to the consolidated financial statements included in Item 8 of this Form 10-K. ##Page Business Overview##20 Executive Summary \u2013 Financial Results & Outlook##21 Consolidated Results and Other Information##22 Segment Discussion##28 Liquidity, Capital Resources and Other Financial Data##34 Off-Balance Sheet Arrangements##36 Critical Accounting Estimates##36 New Accounting Standards##39 Fair Value Measurements##39 Non-GAAP Financial Measures##40 Supplemental Guarantee Information##44"}
-{"_id": "LIN20230217", "title": "LIN BUSINESS OVERVIEW", "text": "The company's primary products in its industrial gases business are atmospheric gases (oxygen, nitrogen, argon, rare gases) and process gases (carbon dioxide, helium, hydrogen, electronic gases, specialty gases, acetylene). The company also designs, engineers, and builds equipment that produces industrial gases and offers its customers a wide range of gas production and processing services such as olefin plants, natural gas plants, air separation plants, hydrogen and synthesis gas plants and other types of plants."}
-{"_id": "LIN20230218", "title": "LIN BUSINESS OVERVIEW", "text": "Linde\u2019s industrial gas operations are managed on a geographical basis and in 2023 90% of sales were generated by Linde's three geographic segments (Americas, EMEA and APAC) and the remaining 10% are related largely to the Engineering segment, and to a lesser extent Other (see Note 18 to the consolidated financial statements for operating segment details)."}
-{"_id": "LIN20230219", "title": "LIN BUSINESS OVERVIEW", "text": "Linde serves a diverse group of industries including healthcare, chemicals and energy, manufacturing, metals and mining, food and beverage, and electronics. The diversity of end-markets supports financial stability for Linde in varied business cycles."}
-{"_id": "LIN20230225", "title": "LIN BUSINESS OVERVIEW", "text": "Linde's industrial gas business generates most of its revenues and earnings in the following geographies where the company has its strongest market positions and where distribution and production operations allow the company to deliver the highest level of service to its customers at the lowest cost. North and South America (\"Americas\")##Europe, Middle East and Africa (\u201cEMEA\u201d)##Asia and Pacific (\u201cAPAC\u201d) United States##Germany##China Brazil##United Kingdom##Australia Mexico##Eastern Europe##South Korea Canada####India"}
-{"_id": "LIN20230227", "title": "LIN BUSINESS OVERVIEW", "text": "The company manufactures and distributes its industrial gas products through networks of thousands of production plants, pipeline complexes, distribution centers and delivery vehicles. Major pipeline complexes are primarily located in the United States and China. These networks are a competitive advantage, providing the foundation of reliable product supply to the company\u2019s customer base. The majority of Linde\u2019s business is conducted through long-term contracts which provide stability in cash flow and the ability to pass through changes in energy and feedstock costs to customers. The company has growth opportunities in all major geographies and in diverse end-markets such as healthcare, chemicals and energy, manufacturing, metals and mining, food and beverage, and electronics."}
-{"_id": "LIN20230234", "title": "LIN 2023 Year in review", "text": " \u2022Sales of $32,854 million were 2% below 2022 sales of $33,364 million. Cost pass-through, representing the contractual billing of energy cost variances primarily to onsite customers, decreased sales by 3% with minimal impact on operating profit. Engineering decreased sales by 2%. Volumes decreased sales by 1%. Currency translation decreased sales by 1%, largely in APAC. Divestitures, net of acquisitions, decreased sales by 1% primarily due to the divestment of the GIST business, partially offset by the nexAir, LLC acquisition. The aforementioned drivers were partially offset by 6% higher price attainment across all geographic segments. \u2022Reported operating profit of $8,024 million was 49% above 2022. Adjusted operating profit of $9,070 million was 15% above 2022. The increase in the reported operating profit was primarily driven by the Russia-Ukraine conflict and other charges recorded in 2022 and included higher pricing, savings from productivity initiatives, and lower depreciation and amortization driven by merger related intangible assets. These increases more than offset the adverse impacts of cost inflation and lower volumes in the year. The adjusted operating profit increase was primarily due to higher pricing and productivity initiatives, which more than offset the effects of cost inflation and lower volumes during the year.* \u2022Net income - Linde plc of $6,199 million and diluted earnings per share of $12.59 increased from $4,147 million and $8.23, respectively in 2022. Adjusted net income - Linde plc of $6,989 million and adjusted diluted earnings per share of $14.20 were 13% and 16%, respectively above 2022 adjusted amounts.* \u2022Cash flow from operations of $9,305 million was $441 million above 2022. The increase was driven by higher net income partially offset by higher net working capital requirements, including lower inflows from contract liabilities from engineering customer advanced payments. Capital expenditures were $3,787 million; dividends paid were $2,482 million; net purchases of ordinary shares of $3,925 million; and debt borrowings, net were $1,060 million."}
-{"_id": "LIN20230235", "title": "LIN 2023 Year in review", "text": "*A reconciliation of the adjusted amounts can be found in the \"Non-GAAP Financial Measures\" section in this MD&A."}
-{"_id": "LIN20230238", "title": "LIN 2024 Outlook", "text": "Linde provides quarterly updates on operating results, material trends that may affect financial performance, and financial guidance via earnings releases and investor teleconferences. These materials are available on the company\u2019s website, www.linde.com, but are not incorporated herein."}
-{"_id": "LIN20230241", "title": "LIN CONSOLIDATED RESULTS AND OTHER INFORMATION", "text": "The discussion that follows includes a comparison of our results of operations and liquidity and capital resources for the years ended December 31, 2023 and 2022. For the discussion comparing the years ended December 31, 2022 and 2021, refer to Part II, Item 7, Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations, of our Form 10-K for the year ended December 31, 2022."}
-{"_id": "LIN20230272", "title": "LIN CONSOLIDATED RESULTS AND OTHER INFORMATION", "text": "The following table provides summary information for 2023 and 2022. The reported amounts are GAAP amounts from the Consolidated Statements of Income. The adjusted amounts are intended to supplement investors' understanding of the company's financial information and are not a substitute for GAAP measures. (Millions of dollars, except per share data) Year Ended December 31,####2023######2022####Variance## Reported Amounts################ Sales##$##32,854####$##33,364####(2)##% Cost of sales, exclusive of depreciation and amortization##$##17,492####$##19,450####(10)##% As a percent of sales####53.2##%####58.3##%#### Selling, general and administrative##$##3,295####$##3,107####6##% As a percent of sales####10.0##%####9.3##%#### Depreciation and amortization##$##3,816####$##4,204####(9)##% Other charges (a)##$##40####$##1,029####\u2014## Operating Profit##$##8,024####$##5,369####49##% Operating margin####24.4##%####16.1##%#### Interest expense \u2013 net##$##200####$##63####217##% Net pension and OPEB cost (benefit), excluding service cost##$##(164)####$##(237)####(31)##% Effective tax rate####22.7##%####25.9##%#### Income from equity investments##$##167####$##172####(3)##% Noncontrolling interests##$##(142)####$##(134)####6##% Net Income - Linde plc##$##6,199####$##4,147####49##% Diluted earnings per share##$##12.59####$##8.23####53##% Diluted shares outstanding####492,290######504,038####(2)##% Number of employees####66,323######65,010####2##% Adjusted Amounts (b)################ Operating profit##$##9,070####$##7,904####15##% Operating margin####27.6##%####23.7##%#### Net Income - Linde plc##$##6,989####$##6,195####13##% Diluted earnings per share##$##14.20####$##12.29####16##% Other Financial Data (b)################ EBITDA##$##12,007####$##9,745####23##% As percent of sales####36.5##%####29.2##%#### Adjusted EBITDA##$##12,133####$##10,873####12##% As percent of sales####36.9##%####32.6##%####"}
-{"_id": "LIN20230274", "title": "LIN ________________________", "text": "(a)See Note 3 to the consolidated financial statements."}
-{"_id": "LIN20230276", "title": "LIN ________________________", "text": "(b)Adjusted amounts and Other Financial Data are non-GAAP performance measures. A reconciliation of reported amounts to adjusted amounts can be found in the \"Non-GAAP Financial Measures\" section of this MD&A."}
-{"_id": "LIN20230289", "title": "LIN Results of Operations", "text": "The following table provides a summary of changes in consolidated sales: ##2023 vs. 2022## ##% Change## Factors Contributing to Changes - Sales#### Volume##(1)##% Price/Mix##6##% Cost pass-through##(3)##% Currency##(1)##% Acquisitions/divestitures##(1)##% Engineering##(2)##% ##(2)##%"}
-{"_id": "LIN20230292", "title": "LIN Sales", "text": "Linde sales decreased $510 million, or 2%, for the 2023 year versus 2022. Higher pricing across all geographic segments contributed 6% to sales. Cost pass-through, representing the contractual billing of energy cost variances primarily to onsite customers, decreased sales by 3%, with minimal impact on operating profit. Volumes decreased sales by 1% primarily driven by the electronics and metals and mining end markets. The impact of divestitures, net of acquisitions decreased sales by 1%. Currency translation decreased sales by 1%, largely in APAC, driven by the weakening of the Chinese yuan and Australian dollar against the U.S. dollar, partially offset by EMEA, driven by the strengthening of the Euro and British pound."}
-{"_id": "LIN20230294", "title": "LIN Cost of sales, exclusive of depreciation and amortization", "text": "Cost of sales, exclusive of depreciation and amortization, decreased $1,958 million, or 10%, for the year primarily due to lower cost pass-through and volumes, the net impact of acquisitions and divestitures and productivity gains which more than offset cost inflation. Cost of sales, exclusive of depreciation and amortization, was 53.2% and 58.3% of sales, respectively, in 2023 compared to 2022. The decrease as a percentage of sales was primarily due to higher pricing and lower cost pass-through."}
-{"_id": "LIN20230296", "title": "LIN Selling, general and administrative expenses", "text": "Selling, general and administrative expense (\"SG&A\") increased $188 million, from $3,107 in 2022 to $3,295 million in 2023. SG&A was 10.0% of sales in 2023 versus 9.3% in 2022. Currency impacts decreased SG&A by approximately $3 million in 2023. Excluding currency impacts, underlying SG&A increased primarily due to higher costs including the acquisition of nexAir."}
-{"_id": "LIN20230298", "title": "LIN Depreciation and amortization", "text": "Reported depreciation and amortization expense decreased $388 million, or 9% versus 2022. The decrease is primarily due to lower depreciation and amortization of assets acquired in the merger."}
-{"_id": "LIN20230299", "title": "LIN Depreciation and amortization", "text": "On an adjusted basis, depreciation and amortization expense increased $102 million, or 4%, versus 2022. Currency impacts decreased depreciation and amortization by $29 million in 2023. Excluding currency, underlying depreciation and amortization increased due to the net impact of acquisitions and new project start ups."}
-{"_id": "LIN20230301", "title": "LIN Other charges", "text": "Other charges were $40 million and $1,029 million for 2023 and 2022, respectively. In 2023, the costs primarily related to severance in the Engineering segment and expenses incurred due to the intercompany reorganization. The charge for 2022 relates primarily to the deconsolidation and impairment of Russian subsidiaries resulting from the ongoing war in Ukraine and related sanctions recorded as of June 30, 2022."}
-{"_id": "LIN20230302", "title": "LIN Other charges", "text": "On an adjusted basis, these charges have been excluded in both periods."}
-{"_id": "LIN20230305", "title": "LIN Operating profit", "text": "Reported operating profit increased $2,655 million in 2023, or 49%. On an adjusted basis, operating profit increased $1,166 million, or 15%, for 2023 versus 2022."}
-{"_id": "LIN20230307", "title": "LIN Table of Contents", "text": "On a reported basis, the increase was primarily driven by Russia-Ukraine conflict and other charges recorded in 2022 and included higher pricing, savings from productivity initiatives, and lower depreciation and amortization driven by merger related intangible assets. These increases more than offset the adverse impacts of inflation and currency in the year as well as other charges of $40 million."}
-{"_id": "LIN20230308", "title": "LIN Table of Contents", "text": "On an adjusted basis, which excludes the impacts of purchase accounting as well as other charges, operating profit increased $1,166 million, or 15%. Operating profit growth was driven by higher pricing, and productivity initiatives, partially offset by cost inflation and lower volumes. A discussion of operating profit by segment is included in the segment discussion that follows."}
-{"_id": "LIN20230310", "title": "LIN Interest expense - net", "text": "Reported interest expense \u2013 net in 2023 increased $137 million, or 217%, versus 2022. On an adjusted basis interest expense increased $118 million, or 120% in 2023 as compared to 2022. The increase was driven primarily by higher interest rates on debt and included approximately $28 million of devaluation impacts from hyperinflationary countries."}
-{"_id": "LIN20230312", "title": "LIN Net pension and OPEB cost (benefit), excluding service cost", "text": "Reported net pension and OPEB cost (benefit), excluding service cost were benefits of $164 million and $237 million in 2023 and 2022, respectively. The decrease in benefit primarily relates to higher interest cost reflective of the higher discount rate environment year-over-year (see Note 16 to the consolidated financial statements)."}
-{"_id": "LIN20230314", "title": "LIN Effective tax rate", "text": "The reported effective tax rate (\"ETR\") for 2023 was 22.7% versus 25.9% in 2022. The decrease in the rate is primarily related to a net decrease in the company's uncertain tax positions and the absence of the net unfavorable tax expense resulting from the Russia impairment and deconsolidation in 2022 (see Note 3 to the consolidated financial statements)."}
-{"_id": "LIN20230315", "title": "LIN Effective tax rate", "text": "On an adjusted basis, the ETR for 2023 was 23.6% versus 24.2% in 2022. The decrease includes higher tax benefits from share based compensation."}
-{"_id": "LIN20230317", "title": "LIN Income from equity investments", "text": "Reported income from equity investments for 2023 was $167 million as compared to $172 million in 2022. On an adjusted basis, income from equity investments for 2023 was $239 million versus $247 million in 2022."}
-{"_id": "LIN20230318", "title": "LIN Income from equity investments", "text": "On an adjusted basis, the year-over-year decrease in income from equity investments was primarily driven by the overall performance of investments in APAC."}
-{"_id": "LIN20230320", "title": "LIN Noncontrolling interests", "text": "At December 31, 2023, noncontrolling interests from continuing operations consisted primarily of noncontrolling shareholders\u2019 investments in APAC (primarily in China)."}
-{"_id": "LIN20230321", "title": "LIN Noncontrolling interests", "text": "Reported noncontrolling interests from continuing operations increased $8 million, from $134 million in 2022 to $142 million in 2023."}
-{"_id": "LIN20230322", "title": "LIN Noncontrolling interests", "text": "Adjusted noncontrolling interests from continuing operations decreased $2 million in 2023 as compared to 2022."}
-{"_id": "LIN20230324", "title": "LIN Net Income - Linde plc", "text": "Reported net income - Linde plc increased $2,052 million, or 49%. On an adjusted basis, which excludes the impacts of purchase accounting and other charges, net income - Linde plc increased $794 million, or 13%, in 2023 versus 2022. On both a reported and adjusted basis, the increase was driven by higher operating profit."}
-{"_id": "LIN20230326", "title": "LIN Diluted earnings per share", "text": "Reported diluted earnings per share increased $4.36, or 53%, in 2023 as compared to 2022. On an adjusted basis, diluted EPS of $14.20 in 2023 increased 16% versus 2022. The increase on both a reported and adjusted basis is primarily due to higher net income - Linde plc and lower diluted shares outstanding."}
-{"_id": "LIN20230329", "title": "LIN Employees", "text": "The number of employees at December 31, 2023 was 66,323, an increase of 2%, or 1,313 employees from 2022, driven primarily by the acquisition of nexAir."}
-{"_id": "LIN20230332", "title": "LIN Other Financial Data", "text": "EBITDA increased to $12,007 million in 2023 from $9,745 million in 2022. Adjusted EBITDA increased to $12,133 million for 2023 as compared to $10,873 million in 2022. The increase in both periods was driven by higher net income - Linde plc versus prior year."}
-{"_id": "LIN20230333", "title": "LIN Other Financial Data", "text": "See the \"Non-GAAP Financial Measures\" section for definitions and reconciliations of these non-GAAP measures to reported GAAP amounts."}
-{"_id": "LIN20230335", "title": "LIN Other Comprehensive Income (Loss)", "text": "Other comprehensive income (loss) for the year ended December 31, 2023 was a loss of $35 million resulted primarily from losses related to the change in funded status of retirement plans of $380 million and derivative losses of $55 million largely offset by currency translation adjustments of $400 million. The translation adjustments reflect the impact of translating local currency foreign subsidiary financial statements to U.S. dollars, and are largely driven by the movement of the U.S. dollar against major currencies including the Euro, British pound and the Chinese yuan. See the \"Currency\" section of the MD&A for exchange rates used for translation purposes and Note 7 to the consolidated financial statements for a summary of the currency translation adjustment component of accumulated other comprehensive income (loss) by segment."}
-{"_id": "LIN20230337", "title": "LIN Related Party Transactions", "text": "The company\u2019s related parties are primarily unconsolidated equity affiliates. The company did not engage in any material transactions involving related parties that included terms or other aspects that differ from those which would be negotiated with independent parties."}
-{"_id": "LIN20230339", "title": "LIN Environmental Matters", "text": "Linde\u2019s principal operations relate to the production and distribution of atmospheric and other industrial gases, many of which are used to help customers reduce their emissions. Worldwide costs relating to environmental protection may continue to grow due to increasingly stringent laws and regulations. In addition, Linde may face physical risks from climate change and extreme weather."}
-{"_id": "LIN20230341", "title": "LIN Climate Change", "text": "Linde operates in jurisdictions that have, or are developing, laws and/or regulations to reduce or mitigate the adverse effects of greenhouse gas (\"GHG\") emissions and therefore faces a highly uncertain regulatory environment in this area. For example, the U.S. Environmental Protection Agency (\"EPA\") has promulgated rules requiring reporting of GHG emissions to which Linde, its suppliers and customers are subject to. EPA has also promulgated regulations to restrict GHG emissions, including final rules regulating GHG emissions from light-duty vehicles and certain large manufacturing facilities, including some of Linde\u2019s suppliers and customers. In addition to these developments in the United States, several other countries worldwide have implemented carbon taxation or trading systems which impact the company and its customers, including regulations in China, Singapore and the European Union. Among other impacts, such regulations are expected to raise the cost of energy, which is a significant cost for Linde. Nevertheless, Linde's long-term customer contracts routinely provide rights to recover increased electricity, natural gas, and other costs that are incurred by the company as a result of climate change regulation."}
-{"_id": "LIN20230342", "title": "LIN Climate Change", "text": "Linde anticipates continued growth in hydrogen sales due to increased focus on decarbonization projects. Traditionally, hydrogen production plants and a large number of other manufacturing and electricity-generating plants have been identified as sources of carbon dioxide emissions and these plants are subject to cap-and-trade regulations in jurisdictions including California and the European Union. Linde believes it will be able to mitigate the costs of these regulations through the terms of its product supply contracts. However, legislation that limits GHG emissions may impact growth by increasing capital, compliance, operating and maintenance costs and/or decreasing demand."}
-{"_id": "LIN20230344", "title": "LIN Climate Change", "text": "To manage business risks from current and potential GHG emission regulation as well as physical consequences of climate change, Linde actively monitors current developments, evaluates the direct and indirect business risks, and takes appropriate actions. Among others, actions include: increasing relevant resources and training; maintaining contingency plans; obtaining advice and counsel from expert vendors, insurance providers and industry experts; incorporating GHG provisions in commercial agreements; and conducting regular reviews of the business risks with management. Although there are considerable uncertainties, Linde believes that the business risk from potential regulations can be effectively managed through its commercial contracts. Additionally, Linde\u2019s plant design, operations, and risk management teams are"}
-{"_id": "LIN20230346", "title": "LIN Table of Contents", "text": "engaged to manage and mitigate losses from physical climate change, and the company does not anticipate any material effects regarding its plant operations or business arising from potential physical risks of climate change."}
-{"_id": "LIN20230347", "title": "LIN Table of Contents", "text": "Linde continuously seeks opportunities to optimize energy use and GHG emissions through research and development in customer applications and rigorous operational energy efficiency, sourcing low-carbon source energy, and purchasing hydrogen as a chemical byproduct where feasible. Linde tracks GHG emission performance versus targets and reports regularly to business management and annually to Linde's Board of Directors. The Sustainability Committee is responsible for oversight of the Company's programs, policies and strategies related to environmental matters, including climate change, greenhouse gas reduction goals and decarbonization solutions, such as clean energy and carbon management."}
-{"_id": "LIN20230348", "title": "LIN Table of Contents", "text": "At the same time, external factors may provide Linde with future business opportunities. Examples include current legislation, such as the Inflation Reduction Act in the U.S., which provides for investments in production of clean hydrogen and decarbonization technologies. Other factors include governmental regulation of GHG and other emissions; uncertain costs of energy and certain natural resources; the development of renewable energy alternatives; and new technologies that help extract natural gas, improve air quality, increase energy efficiency and mitigate the impacts of climate change. Linde continues to develop new applications that can help customers lower emissions by reducing energy consumption and increasing product throughput. Stricter regulation of water quality in emerging economies such as China provide a growing market for a number of gases, e.g., oxygen for wastewater treatment. Increased concern about drought in areas such as California and Australia may create additional markets for carbon dioxide for desalination. Renewable fuel standards in the European Union and U.S. can create a market for second-generation biofuels which use industrial gases such as oxygen, carbon dioxide, and hydrogen."}
-{"_id": "LIN20230350", "title": "LIN Costs Relating to the Protection of the Environment", "text": "Environmental protection costs in 2023 were not significant. Linde anticipates that future annual environmental protection expenditures will be similar to 2023, subject to any significant changes in existing laws and regulations. Based on historical results and current estimates, management does not believe that environmental expenditures will have a material adverse effect on the consolidated financial position, the consolidated results of operations or cash flows in any given year."}
-{"_id": "LIN20230352", "title": "LIN Legal Proceedings", "text": "See Note 17 to the consolidated financial statements for information concerning legal proceedings."}
-{"_id": "LIN20230355", "title": "LIN Pensions", "text": "The net periodic benefit cost (benefit) for the U.S. and non-U.S. pension plans was a benefit of $80 million, $110 million and $35 million in 2023, 2022 and 2021, respectively."}
-{"_id": "LIN20230356", "title": "LIN Pensions", "text": "The funded status (pension benefit obligation (\"PBO\") less the fair value of plan assets) for the U.S. plans was a deficit of $137 million and $238 million at December 31, 2023 and 2022, respectively. The funded status for non-U.S. plans was a deficit of $207 million and surplus of $208 million at December 31, 2023 and 2022, respectively. The U.S. plan derived a benefit from the actual return on plan assets. Non-U.S. plans also experienced an increase in plan assets, offset by unfavorability generated from a higher PBO due to a decrease in discount rates."}
-{"_id": "LIN20230357", "title": "LIN Pensions", "text": "Global pension contributions were $46 million in 2023, $51 million in 2022, and $42 million in 2021. At a minimum, Linde contributes to its pension plans to comply with local regulatory requirements (e.g., ERISA in the U.S.). Discretionary contributions in excess of the local minimum requirements are made based on many factors, including long-term projections of the plans' funded status, the economic environment, potential risk of overfunding, pension insurance costs and alternative uses of cash. Changes to these factors can impact the timing of discretionary contributions from year to year. Estimated required contributions for 2024 are currently expected to be in the range of $35 million to $45 million."}
-{"_id": "LIN20230358", "title": "LIN Pensions", "text": "Linde assumes expected returns on plan assets for 2024 of 7.00% and 5.83% for the U.S. and non-U.S. plans, respectively, which are consistent with the long-term expected returns on its investment portfolios."}
-{"_id": "LIN20230360", "title": "LIN Pensions", "text": "Excluding the impact of any settlements, 2024 consolidated pension expense is expected to be a benefit of approximately $115 million. The benefit derived from the expected return on assets assumption for Linde's most significant plans is anticipated to more than offset the expense from service and interest cost accruals and the higher amortization of deferred losses."}
-{"_id": "LIN20230362", "title": "LIN Table of Contents", "text": "Refer to the Critical Accounting Estimates section and Note 16 to the consolidated financial statements for a more detailed discussion of the company\u2019s retirement benefits, including a description of the various retirement plans and the assumptions used in the calculation of net periodic benefit cost (benefit) and funded status."}
-{"_id": "LIN20230364", "title": "LIN Insurance", "text": "Linde purchases insurance to limit a variety of property and casualty risks, including those related to property, business interruption, third-party liability and workers\u2019 compensation. Currently, the company self retains up to $10 million per occurrence for vehicle liability in the United States, $5 million per occurrence for workers' compensation and general liability. In addition, the company self retains risk up to \u20ac5 to \u20ac7.5 million at its various properties worldwide for property damage resulting from fire, flood and other perils affecting its properties along with a separate \u20ac5 to \u20ac7.5 million deductible on business interruption resulting from a major peril loss. To mitigate its aggregate loss potential above these retentions, the company purchases catastrophic insurance coverage from highly rated insurance companies. The company does not currently operate or participate in any captive insurance companies or other non-traditional risk transfer alternatives."}
-{"_id": "LIN20230365", "title": "LIN Insurance", "text": "At December 31, 2023 and 2022, the company had recorded a total of $75 million and $71 million, respectively, representing an estimate of the retained liability for the ultimate cost of claims incurred and unpaid as of the balance sheet dates. The estimated liability is established using statistical analysis and is based upon historical experience, actuarial assumptions and professional judgment. These estimates are subject to the effects of trends in loss severity and frequency and are subject to a significant degree of inherent variability. If actual claims differ from the company\u2019s estimates, they will be adjusted at that time and financial results could be impacted."}
-{"_id": "LIN20230367", "title": "LIN Insurance", "text": "Linde recognizes estimated insurance proceeds relating to damages at the time of loss only to the extent of incurred losses. Any insurance recoveries for business interruption and for property damages in excess of the net book value of the property are recognized only when realized or pending payments confirmed by its insurance companies."}
-{"_id": "LIN20230370", "title": "LIN SEGMENT DISCUSSION", "text": "Linde\u2019s operations consist of two major product lines: industrial gases and engineering. As further described in the following paragraph, Linde\u2019s industrial gases operations are managed on a geographic basis, which represents three of the company's reportable segments - Americas, EMEA (Europe/Middle East/Africa), and APAC (Asia/South Pacific); a fourth reportable segment, which represents the company's Engineering business, designs and manufactures equipment for air separation and other industrial gas applications specifically for end customers and is managed on a worldwide basis operating in all geographic segments. Other consists of corporate costs and a few smaller businesses which individually do not meet the quantitative thresholds for separate presentation."}
-{"_id": "LIN20230371", "title": "LIN SEGMENT DISCUSSION", "text": "The industrial gases product line centers on the manufacturing and distribution of atmospheric gases (oxygen, nitrogen, argon, rare gases) and process gases (carbon dioxide, helium, hydrogen, electronic gases, specialty gases, acetylene). Many of these products are co-products of the same manufacturing process. Linde manufactures and distributes nearly all of its products and manages its customer relationships on a regional basis. Linde\u2019s industrial gases are distributed to various end-markets within a regional segment through one of three basic distribution methods: on-site or tonnage; merchant or bulk; and packaged or cylinder gases. The distribution methods are generally integrated in order to best meet the customer\u2019s needs and very few of its products can be economically transported outside of a region. Therefore, the distribution economics are specific to the various geographies in which the company operates and are consistent with how management assesses performance."}
-{"_id": "LIN20230372", "title": "LIN SEGMENT DISCUSSION", "text": "The company\u2019s measure of profit/loss for segment reporting purposes is segment operating profit. Segment operating profit is defined as operating profit excluding purchase accounting impacts of the Linde AG merger, intercompany royalties, and items not indicative of ongoing business trends. This is the manner in which the company\u2019s Chief Operating Decision Maker (\"CODM\") assesses performance and allocates resources."}
-{"_id": "LIN20230393", "title": "LIN SEGMENT DISCUSSION", "text": "The table below presents sales and operating profit information about reportable segments and Other for the years ended December 31, 2023 and 2022. (Millions of dollars) Year Ended December 31,####2023####2022##Variance## Sales############ Americas##$##14,304##$##13,874##3##% EMEA####8,542####8,443##1##% APAC####6,559####6,480##1##% Engineering####2,160####2,762##(22)##% Other####1,289####1,805##(29)##% Total sales##$##32,854##$##33,364##(2)##% Operating Profit############ Americas##$##4,244##$##3,732##14##% EMEA####2,486####2,013##23##% APAC####1,806####1,670##8##% Engineering####491####555##(12)##% Other####43####(66)##165##% Segment operating profit####9,070####7,904##15##% Reconciliation to reported operating profit :############ Other charges (Note 3)####(40)####(1,029)#### Purchase accounting impacts - Linde AG####(1,006)####(1,506)#### Total operating profit##$##8,024##$##5,369####"}
-{"_id": "LIN20230409", "title": "LIN Americas", "text": " (Dollar amounts in millions)##############Variance## Year Ended December 31,####2023######2022####2023 vs. 2022## Sales##$##14,304####$##13,874####3##% Operating profit##$##4,244####$##3,732####14##% As a percent of sales####29.7##%####26.9##%#### ##2023 vs. 2022## ##% Change## Factors Contributing to Changes - Sales#### Volume##\u2014##% Price/Mix##6##% Cost pass-through##(6)##% Currency##\u2014##% Acquisitions/Divestitures##3##% ##3##%"}
-{"_id": "LIN20230410", "title": "LIN Americas", "text": "The Americas segment includes Linde\u2019s industrial gases operations in approximately 20 countries including the United States, Canada, Mexico and Brazil."}
-{"_id": "LIN20230412", "title": "LIN Sales", "text": "Sales for the Americas segment increased $430 million, or 3%, in 2023 versus 2022. Higher pricing contributed 6% to sales. The impact of net acquisitions increased sales by 3% primarily due to the acquisition of nexAir, LLC (See Note 2 to the consolidated financial statements). Cost past-through decreased sales by 6% with minimal impact on operating profit. Volumes and currency translation remained flat."}
-{"_id": "LIN20230414", "title": "LIN Operating Profit", "text": "Operating profit in the Americas segment increased $512 million, or 14%, in 2023 versus 2022 driven primarily by higher pricing, acquisitions and continued productivity initiatives which more than offset cost inflation the year."}
-{"_id": "LIN20230430", "title": "LIN EMEA", "text": " (Dollar amounts in millions)##############Variance## Year Ended December 31,####2023######2022####2023 vs. 2022## Sales##$##8,542####$##8,443####1##% Operating profit##$##2,486####$##2,013####23##% As a percent of sales####29.1##%####23.8##%#### ##2023 vs. 2022## ##% Change## Factors Contributing to Changes - Sales#### Volume##(4)##% Price/Mix##9##% Cost pass-through##(3)##% Currency##1##% Acquisitions/Divestitures##(2)##% ##1##%"}
-{"_id": "LIN20230432", "title": "LIN Table of Contents", "text": "The EMEA segment includes Linde's industrial gases operations in approximately 45 European, Middle Eastern and African countries including Germany, the U.K., France, Sweden and the Republic of South Africa."}
-{"_id": "LIN20230434", "title": "LIN Sales", "text": "EMEA segment sales increased by $99 million, or 1%, in 2023 versus 2022. Higher price attainment increased sales by 9%. Volumes decreased sales by 4% led by the chemicals and energy end market. Cost pass-through decreased sales by 3% with minimal impact on operating profit. Currency translation increased sales by 1% due largely to the strengthening of the Euro and British pound against the U.S. Dollar. The impact of net divestitures decreased sales by 2% primarily due to the deconsolidation of the Russian subsidiaries in June 2022."}
-{"_id": "LIN20230436", "title": "LIN Operating Profit", "text": "Operating Profit for the EMEA segment increased $473 million, or 23%, in 2023 versus 2022. The increase was driven primarily by higher pricing and continued productivity initiatives, partially offset by cost inflation, lower volumes and divestitures."}
-{"_id": "LIN20230451", "title": "LIN APAC", "text": " (Dollar amounts in millions)##############Variance## Year Ended December 31,####2023######2022####2023 vs. 2022## Sales##$##6,559####$##6,480####1##% Operating profit##$##1,806####$##1,670####8##% As a percent of sales####27.5##%####25.8##%#### ##2023 vs. 2022## ##% Change## Factors Contributing to Changes - Sales#### Volume/Equipment##2##% Price/Mix##4##% Cost pass-through##(1)##% Currency##(4)##% Acquisitions/Divestitures##\u2014##% ##1##%"}
-{"_id": "LIN20230452", "title": "LIN APAC", "text": "The APAC segment includes Linde's industrial gases operations in approximately 20 Asian and South Pacific countries and regions including China, Australia, India and South Korea."}
-{"_id": "LIN20230454", "title": "LIN Sales", "text": "Sales for the APAC segment increased $79 million, or 1%, in 2023 versus 2022. Volume increased 2% including project start-ups in the electronics and chemicals and energy end markets. Higher price increased sales by 4%. Cost pass-through decreased sales by 1% with minimal impact on operating profit. Currency translation decreased sales by 4% driven primarily by the weakening of the Australian dollar, Indian rupee and Chinese Yuan against the U.S. Dollar."}
-{"_id": "LIN20230457", "title": "LIN Operating Profit", "text": "Operating profit in the APAC segment increased $136 million, or 8%, in 2023 versus 2022. The increase was primarily driven by higher pricing and continued productivity initiatives which more than offset the impact of currency and cost inflation."}
-{"_id": "LIN20230470", "title": "LIN Engineering", "text": " (Dollar amounts in millions)##############Variance## Year Ended December 31,####2023######2022####2023 vs. 2022## Sales##$##2,160####$##2,762####(22)##% Operating profit##$##491####$##555####(12)##% As a percent of sales####22.7##%####20.1##%#### ##2023 vs. 2022## ##% Change## Factors Contributing to Changes - Sales#### Currency##1##% Other##(23)##% ##(22)##%"}
-{"_id": "LIN20230472", "title": "LIN Sales", "text": "Engineering segment sales decreased $602 million, or 22%, in 2023 versus 2022 . The decrease was driven by project timing."}
-{"_id": "LIN20230473", "title": "LIN Sales", "text": "Projects for Russia that were sanctioned, and therefore terminated or suspended, have been lawfully wound down and represented approximately $238 million and $894 million of the Engineering segment sales during 2023 and 2022, respectively."}
-{"_id": "LIN20230476", "title": "LIN Operating profit", "text": "Engineering segment operating profit decreased $64 million, or 12%, in 2023 versus 2022. The decline from lower sales was partially offset by higher margin on wind down of terminated or suspended projects sanctioned in Russia."}
-{"_id": "LIN20230490", "title": "LIN Other", "text": " (Dollar amounts in millions)##############Variance## Year Ended December 31,####2023######2022####2023 vs. 2022## Sales##$##1,289####$##1,805####(29)##% Operating profit##$##43####$##(66)####165##% As a percent of sales####3.3##%####(3.7)##%#### ##2023 vs. 2022## ##% Change## Factors Contributing to Changes - Sales#### Volume/Price##2##% Currency##\u2014##% Acquisitions/Divestitures##(31)##% ##(29)##%"}
-{"_id": "LIN20230491", "title": "LIN Other", "text": "Other consists of corporate costs and a few smaller businesses including: Linde Advanced Materials Technology and global helium wholesale; which individually do not meet the quantitative thresholds for separate presentation."}
-{"_id": "LIN20230493", "title": "LIN Sales", "text": "Sales for Other decreased $516 million, or 29%, in 2023 versus 2022. Divestitures decreased sales by 31% primarily due to sale of GIST business in third quarter of 2022. Volume/Price increased sales by 2% driven primarily by price in the coatings and global helium businesses, partially offset by lower coatings volumes."}
-{"_id": "LIN20230496", "title": "LIN Operating profit", "text": "Operating profit in Other increased $109 million, or 165%, in 2023 versus 2022 driven primarily by higher pricing in global helium and coatings and lower corporate costs which more than offset the impact of divestitures and lower volumes."}
-{"_id": "LIN20230499", "title": "LIN Currency", "text": "The results of Linde\u2019s non-U.S. operations are translated to the company\u2019s reporting currency, the U.S. dollar, from the functional currencies used in the countries in which the company operates. For most foreign operations, Linde uses the local currency as its functional currency. There is inherent variability and unpredictability in the relationship of these functional currencies to the U.S. dollar and such currency movements may materially impact Linde\u2019s results of operations in any given period."}
-{"_id": "LIN20230516", "title": "LIN Currency", "text": "To help understand the reported results, the following is a summary of the significant currencies underlying Linde\u2019s consolidated results and the exchange rates used to translate the financial statements (rates of exchange expressed in units of local currency per U.S. dollar): ##Percent of 2023######Statements of Income######Balance Sheets## ##Consolidated######Average Year Ended December 31,######December 31,## Currency##Sales####2023####2022##2023####2022 Euro##19##%##0.92####0.95##0.92####0.93 Chinese yuan##8##%##7.08####6.72##7.10####6.90 British pound##5##%##0.80####0.81##0.79####0.83 Australian dollar##4##%##1.50####1.44##1.47####1.47 Brazilian real##4##%##4.99####5.16##4.86####5.28 Korean won##3##%##1,306####1,286##1,288####1,266 Canadian dollar##3##%##1.35####1.36##1.32####1.36 Mexican peso##3##%##17.71####20.10##16.97####19.50 Indian rupee##2##%##84.51####78.49##83.21####82.73 Republic of South African rand##1##%##18.43####16.30##18.36####17.04 Swedish krona##1##%##10.60####10.08##10.07####10.43 Thailand bhat##1##%##34.78####34.96##34.14####34.61"}
-{"_id": "LIN20230545", "title": "LIN LIQUIDITY, CAPITAL RESOURCES AND OTHER FINANCIAL DATA", "text": " (Millions of dollars)  Year Ended December 31,####2023####2022 Net Cash Provided by (Used for)######## Operating Activities######## Income from continuing operations (including noncontrolling interests)##$##6,341##$##4,281 Non-cash charges (credits):######## Add: Other charges, net of payments (a)####(118)####902 Add: Depreciation and amortization####3,816####4,204 Add (Less): Deferred income taxes####(84)####(383) Add (Less): Non-cash charges and other####184####58 Income from continuing operations adjusted for non-cash charges and other####10,139####9,062 Less: Pension contributions####(46)####(51) Add (Less): Working capital####(483)####(310) Add (Less): Other####(305)####163 Net cash provided by (used for) operating activities##$##9,305##$##8,864 Investing Activities######## Capital expenditures##$##(3,787)##$##(3,173) Acquisitions, net of cash acquired####(953)####(110) Divestitures and asset sales, net of cash divested####70####195 Net cash provided by (used for) investing activities##$##(4,670)##$##(3,088) Financing Activities######## Debt increases (decreases) \u2013 net##$##1,060##$##4,475 Issuances (purchases) of ordinary shares \u2013 net####(3,925)####(5,132) Cash dividends \u2013 Linde plc shareholders####(2,482)####(2,344) Noncontrolling interest transactions and other####(53)####(88) Net cash provided by (used for) financing activities##$##(5,400)##$##(3,089) Effect of exchange rate changes on cash##$##(7)##$##(74) Cash and cash equivalents, end-of-period##$##4,664##$##5,436"}
-{"_id": "LIN20230547", "title": "LIN ____________________", "text": "(a)See Note 3 to the consolidated financial statements."}
-{"_id": "LIN20230548", "title": "LIN ____________________", "text": "Cash decreased $772 million in 2023 versus 2022. The primary sources of cash in 2023 were cash flows from operations of $9,305 million and debt borrowings, net of $1,060 million. The primary uses of cash included capital expenditures of $3,787 million, net purchases of ordinary shares of $3,925 million, cash dividends to shareholders of $2,482 million."}
-{"_id": "LIN20230551", "title": "LIN Cash Flows From Operations", "text": "Cash flows from operations was $9,305 million, an increase of $441 million from 2022. The increase was driven primarily by higher net income adjusted for non-cash charges, partially offset by higher working capital requirements, including lower inflows from contract liabilities from engineering customer advanced payments and higher cash tax payments. Other charges were $40 million and $1,029 million, for the years ended December 31, 2023 and 2022, respectively. 2022 charges related primarily to the deconsolidation and impairment of Russian subsidiaries resulting from the ongoing war in Ukraine and related sanctions. Related Other charges cash outflows were $158 million and $127 million for the years ended December 31, 2023 and 2022, respectively."}
-{"_id": "LIN20230553", "title": "LIN Cash Flows From Operations", "text": "As of December 31, 2023, Linde has approximately $418 million recorded in contract liabilities within the consolidated balance sheet related to suspended engineering projects in Russia."}
-{"_id": "LIN20230556", "title": "LIN Investing", "text": "Net cash used for investing activities was $4,670 million in 2023 compared to $3,088 million in 2022 due to higher acquisitions, net of cash acquired and higher capital expenditures."}
-{"_id": "LIN20230557", "title": "LIN Investing", "text": "Capital expenditures in 2023 were $3,787 million, an increase of $614 million from 2022. Capital expenditures during 2023 related primarily to investments in new plant and production equipment for operating and growth requirements. Approximately 63% of the capital expenditures were in the Americas segment with 21% in the APAC segment and the rest primarily in the EMEA segment."}
-{"_id": "LIN20230558", "title": "LIN Investing", "text": "At December 31, 2023 , Linde's sale of gas backlog of large projects under construction was approximately $4.9 billion. This represents the total estimated capital cost of large plants under construction."}
-{"_id": "LIN20230559", "title": "LIN Investing", "text": "Acquisitions, net of cash acquired for 2023 were $953 million, an increase of $843 million from 2022, and related primarily to the acquisition of nexAir in the Americas (see Note 2 to the consolidated financial statements). Acquisitions, net of cash acquired for the year ended December 31, 2022 were $110 million related primarily to the Americas and EMEA segments."}
-{"_id": "LIN20230560", "title": "LIN Investing", "text": "Divestitures and asset sales, net of cash divested in 2023 were $70 million as compared to $195 million in 2022. Divestiture proceeds in 2022 include cash received from the sale of the company's GIST business of $184 million, net of cash divested of $75 million, for net proceeds of $109 million (see Note 2 to the consolidated financial statements)."}
-{"_id": "LIN20230562", "title": "LIN Financing", "text": "Linde\u2019s financing strategy is to secure long-term committed funding by issuing public notes and debentures and commercial paper backed by a long-term bank credit agreement. Linde\u2019s international operations are funded through a combination of local borrowing and intercompany funding to minimize the total cost of funds and to manage and centralize currency exchange exposures. As deemed necessary, Linde manages its exposure to interest-rate changes through the use of financial derivatives (see Note 12 to the consolidated financial statements and Item 7A. Quantitative and Qualitative Disclosures About Market Risk)."}
-{"_id": "LIN20230563", "title": "LIN Financing", "text": "Cash used for financing activities was $5,400 million in 2023 compared to $3,089 million in 2022. Cash provided by debt was $1,060 million in 2023 versus $4,475 million in 2022, driven primarily by lower inflows from commercial paper borrowings and lower net debt issuances in 2023. In February 2023, Linde repaid $500 million of 2.70% notes that became due. In April 2023, Linde repaid \u20ac650 million of 2.00% notes and \u00a3300 million of 5.875% notes that became due. In June 2023, Linde issued \u20ac500 million of 3.625% notes due in 2025, \u20ac750 million of 3.375% notes due in 2029 and \u20ac650 million of 3.625% notes due in 2034."}
-{"_id": "LIN20230564", "title": "LIN Financing", "text": "In February 2024, Linde issued \u20ac700 million of 3.00% notes due in 2028, \u20ac850 million of 3.20% notes due in 2031 and \u20ac700 million of 3.40% notes due in 2036."}
-{"_id": "LIN20230565", "title": "LIN Financing", "text": "Net purchases of ordinary shares were $3,925 million in 2023 versus $5,132 million in 2022. On October 23, 2023, the company's board of directors approved a new share repurchase program for up to $15 billion of Linde's ordinary shares. For additional information related to share repurchase programs, see Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities."}
-{"_id": "LIN20230566", "title": "LIN Financing", "text": "Cash dividends increased to $2,482 million in 2023 versus $2,344 million in 2022 driven primarily by a 9% increase in dividends per share to $5.10 per share from $4.68 per share, partially offset by lower shares outstanding. Cash used for Noncontrolling interest transactions and other was $53 million for the year ended December 31, 2023 versus cash used of $88 million for the respective 2022 period."}
-{"_id": "LIN20230567", "title": "LIN Financing", "text": "Linde\u2019s total net debt outstanding at December 31, 2023 was $14,709 million, $2,231 million higher than $12,478 million at December 31, 2022. The December 31, 2023 net debt balance includes $18,907 million in public securities, and $466 million representing primarily worldwide bank borrowings, net of $4,664 million of cash. Linde\u2019s global effective borrowing rate was approximately 2.6% for 2023."}
-{"_id": "LIN20230569", "title": "LIN Financing", "text": "The company believes that it has sufficient operating flexibility, cash reserves, and funding sources to maintain adequate amounts of liquidity to meet its business needs around the world. At December 31, 2023, Linde's credit ratings as reported by Standard & Poor\u2019s and Moody\u2019s were A-1 and P-1 for short-term debt, respectively, and A and A2 for long-term debt, respectively. The company maintains a $5 billion and a $1.5 billion unsecured and undrawn revolving credit agreements with no associated financial covenants. No borrowings were outstanding under the credit agreements as of December 31, 2023. The company does not anticipate any limitations on its ability to access the debt capital markets and/or other external funding sources and remains committed to its strong ratings from Moody\u2019s and Standard & Poor\u2019s."}
-{"_id": "LIN20230573", "title": "LIN OFF-BALANCE SHEET ARRANGEMENTS", "text": "As discussed in Note 17 to the consolidated financial statements, at December 31, 2023, Linde had undrawn outstanding letters of credit, bank guarantees and surety bonds entered into in connection with normal business operations and they are not reasonably likely to have a material impact on Linde\u2019s consolidated financial condition, results of operations, or liquidity."}
-{"_id": "LIN20230575", "title": "LIN CRITICAL ACCOUNTING ESTIMATES", "text": "The policies discussed below are considered by management to be critical to understanding Linde\u2019s financial statements and accompanying notes prepared in accordance with accounting principles generally accepted in the United States (\"U.S. GAAP\"). Their application places significant importance on management\u2019s judgment as a result of the need to make estimates of matters that are inherently uncertain. Linde\u2019s financial position, results of operations and cash flows could be materially affected if actual results differ from estimates made. These policies are determined by management and have been reviewed by Linde\u2019s Audit Committee."}
-{"_id": "LIN20230578", "title": "LIN Long-Term Construction Contracts", "text": "The company designs and manufactures equipment for air separation and other varied gas production and processing plants manufactured specifically for end customers. Revenues for sale of equipment contracts are generally recognized over time as Linde has an enforceable right to payment for performance completed to date and performance does not create an asset with alternative use. For contracts recognized over time, revenue is recognized primarily using a cost incurred input method. Costs incurred to date relative to total estimated costs at completion are used to measure progress toward satisfying performance obligations. The result is applied to total expected revenue and results in financial statement recognition of revenue in addition to costs incurred to date. Any expected loss on a contract is recognized as an expense immediately. Contract modifications are typically accounted for as part of the existing contract and are recognized as a cumulative adjustment for the inception-to-date effect of such change. We assess performance as progress towards completion is achieved on specific projects, earnings will be impacted by changes to our forecast of revenues and costs on these projects."}
-{"_id": "LIN20230579", "title": "LIN Long-Term Construction Contracts", "text": "The cost incurred input method places considerable importance on accurate estimates of the extent of progress towards completion and may involve estimates on the scope of deliveries and services required to fulfill the contractually defined obligations. The key source of estimation uncertainty is the total estimated costs at completion including material, labor and overhead costs and the resultant state of completion of the contracts. There are inherent uncertainties associated with the estimation process, including technical complexity, duration of construction cycle, potential cost inflation (whether equipment or manpower), and scope considerations all of which may affect the total estimation process. Changes in these estimates may lead to a significant impact on future financial statements."}
-{"_id": "LIN20230581", "title": "LIN Pension Benefits", "text": "Pension benefits represent financial obligations that will be ultimately settled in the future with employees who meet eligibility requirements. Because of the uncertainties involved in estimating the timing and amount of future payments, significant estimates are required to calculate pension expense and liabilities related to the company\u2019s plans. The company utilizes the services of independent actuaries, whose models are used to facilitate these calculations."}
-{"_id": "LIN20230583", "title": "LIN Pension Benefits", "text": "Several key assumptions are used in actuarial models to calculate pension expense and liability amounts recorded in the financial statements. Management believes the three most significant variables in the models are the expected long-term rate of return on plan assets, the discount rate, and the expected rate of compensation increase. The actuarial models also use assumptions for various other factors, including long-term inflation rates, employee turnover, retirement age, and mortality. Linde management believes the assumptions used in the actuarial calculations are reasonable, reflect the company\u2019s experience and expectations for the future and are within accepted practices in each of the respective"}
-{"_id": "LIN20230585", "title": "LIN Table of Contents", "text": "geographic locations in which it operates. Actual results in any given year will often differ from actuarial assumptions because of economic and other factors. The sensitivities to each of the key assumptions presented below exclude the impact of special items that occurred during the year."}
-{"_id": "LIN20230586", "title": "LIN Table of Contents", "text": "The weighted-average expected long-term rates of return on pension plan assets were 7.00% for U.S. plans and 5.64% for non-U.S. plans at December 31, 2023 (7.00% and 5.60%, respectively at December 31, 2022). The expected long-term rate of return on the U.S. and Non-U.S. plan assets is estimated based on the plans' investment strategy and asset allocation, historical capital market performance and, to a lesser extent, historical plan performance. A 0.50% change in these expected long-term rates of return, with all other assumptions held constant, would change Linde\u2019s pension expense by approximately $44 million."}
-{"_id": "LIN20230587", "title": "LIN Table of Contents", "text": "The company has consistently used a market-related value of assets rather than the fair value at the measurement date to determine annual pension expense. The market-related value recognizes investment gains or losses over a five-year period. As a result, changes in the fair value of assets from year to year are not immediately reflected in the company\u2019s annual pension expense. Instead, annual pension expense in future periods will be impacted as deferred investment gains or losses are recognized in the market-related value of assets over the five-year period. The consolidated market-related value of assets was $9,180 million, or $952 million higher than the fair value of assets of $8,228 million at December 31, 2023. These net deferred investment lo of $952 million will be recognized in the calculation of the market-related value of assets ratably over the next four years and will impact future pension expense. Future actual investment gains or losses will impact the market-related value of assets and, therefore, will impact future annual pension expense in a similar manner."}
-{"_id": "LIN20230588", "title": "LIN Table of Contents", "text": "Discount rates are used to calculate the present value of plan liabilities and pension costs and are determined annually by management. The company measures the service and interest cost components of pension and OPEB expense for significant U.S. and non-U.S. plans using the spot rate approach. U.S. plans that do not use the spot rate approach continue to determine discount rates by using a cash flow matching model provided by the company's independent actuaries. The model includes a portfolio of corporate bonds graded AA or better by at least half of the ratings agencies and matches the U.S. plans' projected cash flows to the calculated spot rates. Discount rates for the remaining Non-U.S. plans are based on market yields for high-quality fixed income investments representing the approximate duration of the pension liabilities on the measurement date. Refer to Note 16 to the consolidated financial statements for a summary of the discount rates used to calculate plan liabilities and benefit costs, and to the Retirement Benefits section of the Consolidated Results and Other Information section of this MD&A for a further discussion of 2023 benefit costs. A 0.50% reduction in discount rates, with all other variables held constant, would increase Linde\u2019s pension expense by approximately $4 million whereas a 0.50% increase in discount rates would result in a decrease of $3 million. A 0.50% reduction in discount rates would increase the PBO by approximately $521 million whereas a 0.50% increase in discount rates would have a favorable impact to the PBO of approximately $477 million."}
-{"_id": "LIN20230589", "title": "LIN Table of Contents", "text": "The weighted-average expected rate of compensation increase was 3.50% for U.S. plans and 2.58% for non-U.S. plans at December 31, 2023 (3.25% and 2.59%, respectively, at December 31, 2022). The estimated annual compensation increase is determined by management every year and is based on historical trends and market indices. A 0.50% change in the expected rate of compensation increase, with all other variables held constant, would change Linde\u2019s pension expense by approximately $5 million and would impact the PBO by approximately $50 million."}
-{"_id": "LIN20230592", "title": "LIN Goodwill and Other Indefinite-Lived Intangibles Assets", "text": "At December 31, 2023, the company had goodwill of $26,751 million and $1,745 million of other indefinite-lived intangible assets. Goodwill represents the aggregate of the excess consideration paid for acquired businesses over the fair value of the net assets acquired. Indefinite-lived other intangibles relate to the Linde name."}
-{"_id": "LIN20230593", "title": "LIN Goodwill and Other Indefinite-Lived Intangibles Assets", "text": "The company performs a goodwill impairment test annually as of October 1 or more frequently if events or circumstances indicate that an impairment loss may have been incurred. The impairment test performed during the fourth quarter of 2023 indicated no impairment. At December 31, 2023, Linde\u2019s enterprise value was approximately $213 billion (outstanding shares multiplied by the year-end stock price plus net debt, and without any control premium) while its total capital was approximately $56 billion."}
-{"_id": "LIN20230595", "title": "LIN Goodwill and Other Indefinite-Lived Intangibles Assets", "text": "The impairment test allows an entity to first assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than carrying value. If it is determined that it is more likely than not that the fair value of a reporting unit is less than carrying value then the company will estimate and compare the fair value of its reporting units to their carrying value, including goodwill. Reporting units are determined based on one level below the operating segment level."}
-{"_id": "LIN20230597", "title": "LIN Table of Contents", "text": "Management believes that the quantitative and qualitative factors used to perform its annual goodwill impairment assessment are appropriate and reasonable. Although the 2023 assessment indicated that it is more likely than not that the fair value of each reporting unit exceeded its carrying value, changes in circumstances or conditions affecting this analysis could have a significant impact on the fair value determination, which could then result in a material impairment charge to the company's results of operations."}
-{"_id": "LIN20230598", "title": "LIN Table of Contents", "text": "Other indefinite-lived intangible assets are evaluated for impairment on an annual basis or more frequently if events and circumstances indicate that an impairment loss may have been incurred, and no impairments were indicated."}
-{"_id": "LIN20230599", "title": "LIN Table of Contents", "text": "See Notes 9 and 10 to the consolidated financial statements."}
-{"_id": "LIN20230601", "title": "LIN Long-Lived Assets", "text": "Long-lived assets, including property, plant and equipment and finite-lived other intangible assets, are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an individual asset or asset group may not be recoverable. For purposes of this test, asset groups are determined based upon the lowest level for which there are independent and identifiable cash flows. Based upon Linde's business model an asset group may be a single plant and related assets used to support on-site, merchant and packaged gas customers. Alternatively, the asset group may be a collection of distribution related assets (cylinders, distribution centers, and stores) or be a pipeline complex which includes multiple interdependent plants and related assets connected by pipelines within a geographic area used to support the same distribution methods. As a result of the Russia-Ukraine conflict, Linde deconsolidated its Russian gas and engineering business entities as of June 30, 2022. See Note 3 to the consolidated financial statements."}
-{"_id": "LIN20230603", "title": "LIN Income Taxes", "text": "At December 31, 2023, Linde had deferred tax assets of $1,292 million (net of valuation allowances of $176 million), and deferred tax liabilities of $6,815 million. At December 31, 2023, uncertain tax positions totaled $304 million (see Note 1 and Note 5 to the consolidated financial statements). Income tax expense was $1,814 million for the year ended December 31, 2023, or about 22.7% of pre-tax income (see Note 5 to the consolidated financial statements for additional information related to taxes)."}
-{"_id": "LIN20230604", "title": "LIN Income Taxes", "text": "In the preparation of consolidated financial statements, Linde estimates income taxes based on diverse legislative and regulatory structures that exist in various jurisdictions where the company conducts business. Deferred income tax assets and liabilities represent tax benefits or obligations that arise from temporary differences due to differing treatment of certain items for accounting and income tax purposes. Linde evaluates deferred tax assets each period to ensure that estimated future taxable income will be sufficient in character (e.g. capital gain versus ordinary income treatment), amount and timing to result in their recovery. A valuation allowance is established when management determines that it is more likely than not that a deferred tax asset will not be realized to reduce the assets to their realizable value. Considerable judgments are required in establishing deferred tax valuation allowances and in assessing exposures related to tax matters. As events and circumstances change, related reserves and valuation allowances are adjusted to income at that time. Linde\u2019s tax returns are subject to audit and local taxing authorities could challenge the company\u2019s tax positions. The company\u2019s practice is to review tax filing positions by jurisdiction and to record provisions for uncertain income tax positions, including interest and penalties when applicable. Linde believes it records and/or discloses such potential tax liabilities as appropriate and has reasonably estimated its income tax liabilities and recoverable tax assets. If new information becomes available, adjustments are charged or credited against income at that time. Management does not anticipate that such adjustments would have a material adverse effect on the company\u2019s consolidated financial position or liquidity; however, it is possible that the final outcomes could have a material impact on the company\u2019s reported results of operations."}
-{"_id": "LIN20230606", "title": "LIN Contingencies", "text": "The company accrues liabilities for non-income tax contingencies when management believes that a loss is probable and the amounts can be reasonably estimated, while contingent gains are recognized only when realized or realizable. If new information becomes available or losses are sustained in excess of recorded amounts, adjustments are charged against income at that time. Management does not anticipate that in the aggregate such losses would have a material adverse effect on the company\u2019s consolidated financial position or liquidity; however, it is possible that the final outcomes could have a material impact on the company\u2019s reported results of operations."}
-{"_id": "LIN20230608", "title": "LIN Contingencies", "text": "Linde is subject to various claims, legal proceedings and government investigations that arise from time to time in the ordinary course of business. These actions are based upon alleged environmental, tax, antitrust and personal injury claims, among others (see Note 17 to the consolidated financial statements). Such contingencies are significant and the accounting requires considerable management judgments in analyzing each matter to assess the likely outcome and the need for"}
-{"_id": "LIN20230610", "title": "LIN Table of Contents", "text": "establishing appropriate liabilities and providing adequate disclosures. Linde believes it records and/or discloses such contingencies as appropriate and has reasonably estimated its liabilities."}
-{"_id": "LIN20230612", "title": "LIN NEW ACCOUNTING STANDARDS", "text": "See Note 1 to the consolidated financial statements for information concerning new accounting standards and the impact of the implementation of these standards on the company\u2019s financial statements."}
-{"_id": "LIN20230615", "title": "LIN FAIR VALUE MEASUREMENTS", "text": "Linde does not expect changes in the aggregate fair value of its financial assets and liabilities to have a material impact on the consolidated financial statements. See Note 13 to the consolidated financial statements."}
-{"_id": "LIN20230618", "title": "LIN NON-GAAP FINANCIAL MEASURES", "text": "The following non-GAAP measures are intended to supplement investors\u2019 understanding of the company\u2019s financial information by providing measures which investors, financial analysts and management use to help evaluate the company\u2019s financial leverage and operating performance. Special items which the company does not believe to be indicative of on-going business performance are excluded from these calculations so that investors can better evaluate and analyze historical and future business trends on a consistent basis. Definitions of these non-GAAP measures may not be comparable to similar definitions used by other companies and are not a substitute for similar GAAP measures."}
-{"_id": "LIN20230619", "title": "LIN NON-GAAP FINANCIAL MEASURES", "text": "The non-GAAP measures in the following reconciliations are presented in this MD&A."}
-{"_id": "LIN20230650", "title": "LIN Adjusted Amounts", "text": " (Dollar amounts in millions, except per share data)############ Year Ended December 31,####2023######2022## Adjusted Operating Profit and Operating Margin############ Reported operating profit##$##8,024####$##5,369## Add: Other charges (a)####40######1,029## Add: Purchase accounting impacts - Linde AG (c)####1,006######1,506## Total adjustments####1,046######2,535## Adjusted operating profit##$##9,070####$##7,904## Reported percentage change####49##%###### Adjusted percentage change####15##%###### Reported sales##$##32,854####$##33,364## Reported operating margin####24.4##%####16.1##% Adjusted operating margin####27.6##%####23.7##% Adjusted Depreciation and amortization############ Reported depreciation and amortization##$##3,816####$##4,204## Less: Purchase accounting impacts - Linde AG (c)####(991)######(1,481)## Adjusted depreciation and amortization##$##2,825####$##2,723## Adjusted Other Income (Expense) - net############ Reported Other Income (Expense) - net##$##(41)####$##(62)## Add: Purchase accounting impacts - Linde AG (c)####(15)######(25)## Adjusted Other Income (Expense) - net##$##(26)####$##(37)## Adjusted Net Pension and OPEB Cost (Benefit), Excluding Service Cost############ Reported net pension and OPEB cost (benefit), excluding service cost##$##(164)####$##(237)## Add: Pension settlement charges####(16)######(6)## Adjusted Net Pension and OPEB cost (benefit), excluding service costs##$##(180)####$##(243)## Adjusted Interest Expense - Net############ Reported interest expense - net##$##200####$##63## Add: Purchase accounting impacts - Linde AG (c)####16######35## Adjusted interest expense - net##$##216####$##98##"}
-{"_id": "LIN20230690", "title": "LIN Table of Contents", "text": " Adjusted Income Taxes (a)############ Reported income taxes##$####1,814##$####1,434 Add: Purchase accounting impacts - Linde AG (c)####232######374## Add: Pension settlement charges####3######1## Add: Other charges (a)####81######136## Total adjustments####316######511## Adjusted income taxes##$####2,130##$####1,945 Adjusted Effective Tax Rate (a)############ Reported income before income taxes and equity investments##$####7,988##$####5,543 Add: Pension settlement charge####16######6## Add: Purchase accounting impacts - Linde AG (c)####990######1,471## Add: Other charges (a)####40######1,029## Total adjustments####1,046######2,506## Adjusted income before income taxes and equity investments##$####9,034##$####8,049 Reported Income taxes##$####1,814##$####1,434 Reported effective tax rate####22.7%######25.9%## Adjusted income taxes##$####2,130##$####1,945 Adjusted effective tax rate####23.6%######24.2%## Income from Equity Investments############ Reported income from equity investments##$####167##$####172 Add: Purchase accounting impacts - Linde AG (c)####72######75## Total adjustments####72######75## Adjusted income from equity investments##$####239##$####247 Adjusted Noncontrolling Interests############ Reported noncontrolling interests##$####(142)##$####(134) Add: Purchase accounting impacts - Linde AG (c)####(12)######(22)## Adjusted noncontrolling interests##$####(154)##$####(156) Adjusted Net Income - Linde plc (b)############ Reported net income##$##6,199####$##4,147## Add: Pension settlement charge####13######5## Add: Other charges (a)####(41)######893## Add: Purchase accounting impacts - Linde AG (c)####818######1,150## Total adjustments####790######2,048## Adjusted net income - Linde plc##$##6,989####$##6,195## Adjusted Diluted EPS (b)############ Reported diluted EPS##$##12.59####$##8.23## Add: Pension settlement charge####0.03######0.01## Add: Other charges (a)####(0.08)######1.77##"}
-{"_id": "LIN20230712", "title": "LIN Table of Contents", "text": " Add: Purchase accounting impacts - Linde AG (c)####1.66######2.28## Total adjustments####1.61######4.06## Adjusted diluted EPS##$##14.20####$##12.29## Reported percentage change####53##%###### Adjusted percentage change####16##%###### Adjusted EBITDA and % of Sales############ Net Income - Linde plc##$##6,199####$##4,147## Add: Noncontrolling interests####142######134## Add: Net pension and OPEB cost (benefit), excluding service cost####(164)######(237)## Add: Interest expense####200######63## Add: Income taxes####1,814######1,434## Add: Depreciation and amortization####3,816######4,204## EBITDA####12,007######9,745## Add: Other charges (a)####40######1,029## Add: Purchase accounting impacts - Linde AG (c)####86######99## Total adjustments####126######1,128## Adjusted EBITDA##$##12,133####$##10,873## Reported sales##$##32,854####$##33,364## % of sales############ EBITDA####36.5##%####29.2##% Adjusted EBITDA####36.9##%####32.6##%"}
-{"_id": "LIN20230713", "title": "LIN Table of Contents", "text": "(a) The income tax expense (benefit) on the non-GAAP pre-tax adjustments was determined using the applicable tax rates for the jurisdictions that were utilized in calculating the GAAP income tax expense (benefit) and included both current and deferred income tax amounts."}
-{"_id": "LIN20230714", "title": "LIN Table of Contents", "text": "(b) Net of income taxes which are shown separately in \u201cAdjusted Income Taxes and Effective Tax Rate\u201d."}
-{"_id": "LIN20230716", "title": "LIN Table of Contents", "text": "(c) The company believes that its non-GAAP measures excluding Purchase accounting impacts - Linde AG are useful to investors because: (i) the business combination was a merger of equals in an all-stock merger transaction, with no cash consideration, (ii) the company is managed on a geographic basis and the results of certain geographies are more heavily impacted by purchase accounting than others, causing results that are not comparable at the reportable segment level, therefore, the impacts of purchasing accounting adjustments to each segment vary and are not comparable within the company and when compared to other companies in similar regions, (iii) business management is evaluated and variable compensation is determined based on results excluding purchase accounting impacts, and; (iv) it is important to investors and analysts to understand the purchase accounting impacts to the financial statements.  A summary of each of the adjustments made for Purchase accounting impacts - Linde AG are as follows: Adjusted Operating Profit and Margin: The purchase accounting adjustments for the periods presented relate primarily to depreciation and amortization related to the fair value step up of fixed assets and intangible assets (primarily customer related) acquired in the merger and the allocation of fair value step-up for ongoing Linde AG asset disposals (reflected in Other Income/(Expense)). Adjusted Interest Expense - Net: Relates to the amortization of the fair value of debt acquired in the merger. Adjusted Income Taxes and Effective Tax Rate: Relates to the current and deferred income tax impact on the adjustments discussed above. The income tax expense (benefit) on the non-GAAP pre-tax adjustments was determined using the applicable tax rates for the jurisdictions that were utilized in calculating the GAAP income tax expense (benefit) and included both current and deferred income tax amounts. Adjusted Income from Equity Investments: Represents the amortization of increased fair value on equity investments related to depreciable and amortizable assets. Adjusted Noncontrolling Interests from Continuing Operations: Represents the noncontrolling interests\u2019 ownership portion of the adjustments described above determined on an entity by entity basis."}
-{"_id": "LIN20230727", "title": "LIN Net Debt and Adjusted Net Debt", "text": "Net debt is a financial liquidity measure used by investors, financial analysts and management to evaluate the ability of a company to repay its debt. Purchase accounting impacts have been excluded as they are non-cash and do not have an impact on liquidity. ####December 31, 2023####December 31, 2022 (Millions of dollars)######## Debt##$##19,373##$##17,914 Less: cash and cash equivalents####(4,664)####(5,436) Net debt####14,709####12,478 Less: purchase accounting impacts - Linde AG####(7)####(22) Adjusted net debt##$##14,702##$##12,456"}
-{"_id": "LIN20230730", "title": "LIN SUPPLEMENTAL GUARANTEE INFORMATION", "text": "On May 3, 2023, the company filed a Form S-3 Registration Statement with the SEC (\"the Registration Statement\")."}
-{"_id": "LIN20230731", "title": "LIN SUPPLEMENTAL GUARANTEE INFORMATION", "text": "Linde plc may offer debt securities, preferred shares, depositary shares and ordinary shares under the Registration Statement, and debt securities exchangeable for or convertible into preferred shares, ordinary shares or other debt securities. Debt securities of Linde plc may be guaranteed by Linde Inc and/or Linde GmbH. Linde plc may provide guarantees of debt securities offered by its wholly owned subsidiaries Linde Inc. or Linde Finance under the Registration Statement."}
-{"_id": "LIN20230732", "title": "LIN SUPPLEMENTAL GUARANTEE INFORMATION", "text": "Linde Inc. is a wholly owned subsidiary of Linde plc. Linde Inc. may offer debt securities under the Registration Statement. Debt securities of Linde Inc. will be guaranteed by Linde plc, and such guarantees by Linde plc may be guaranteed by Linde GmbH. Linde Inc. may also provide (i) guarantees of debt securities offered by Linde plc under the Registration Statement and (ii) upstream guarantees of downstream guarantees provided by Linde plc of debt securities of Linde Finance offered under the Registration Statement."}
-{"_id": "LIN20230733", "title": "LIN SUPPLEMENTAL GUARANTEE INFORMATION", "text": "Linde Finance B.V. is a wholly owned subsidiary of Linde plc. Linde Finance may offer debt securities under the Registration Statement. Linde plc will guarantee debt securities of Linde Finance offered under the Registration Statement. Linde GmbH and Linde Inc. may guarantee Linde plc\u2019s obligations under its downstream guarantee."}
-{"_id": "LIN20230734", "title": "LIN SUPPLEMENTAL GUARANTEE INFORMATION", "text": "Linde GmbH is a wholly owned subsidiary of Linde plc. Linde GmbH may provide (i) guarantees of debt securities offered by Linde plc under the Registration Statement and (ii) upstream guarantees of downstream guarantees provided by Linde plc of debt securities of Linde Inc. or Linde Finance offered under the Registration Statement."}
-{"_id": "LIN20230735", "title": "LIN SUPPLEMENTAL GUARANTEE INFORMATION", "text": "In September 2019, Linde plc provided downstream guarantees of all pre-existing Linde Inc. and Linde Finance notes, and Linde GmbH and Linde Inc., respectively, provided upstream guarantees of Linde plc\u2019s downstream guarantees."}
-{"_id": "LIN20230736", "title": "LIN SUPPLEMENTAL GUARANTEE INFORMATION", "text": "Linde plc has filed a base prospectus with the Luxembourg Stock Exchange for a \u20ac10.0 billion debt issuance program, under which Linde plc may offer debt securities. Linde Inc. and Linde GmbH have provided to Linde plc upstream guarantees in relation to debt securities of Linde plc offered under the European debt program."}
-{"_id": "LIN20230737", "title": "LIN SUPPLEMENTAL GUARANTEE INFORMATION", "text": "For further information about the guarantees of the debt securities registered under the Registration Statement (including the ranking of such guarantees, limitations on enforceability of such guarantees and the circumstances under which such guarantees may be released), see \u201cDescription of Debt Securities \u2013 Guarantees\u201d and \u201cDescription of Debt Securities \u2013 Ranking\u201d in the Registration Statement, which subsections are incorporated herein by reference."}
-{"_id": "LIN20230739", "title": "LIN SUPPLEMENTAL GUARANTEE INFORMATION", "text": "The following tables present summarized financial information for Linde plc, Linde Inc., Linde GmbH and Linde Finance on a combined basis, after eliminating intercompany transactions and balances between them and excluding investments in and equity in earnings from non-guarantor subsidiaries."}
-{"_id": "LIN20230756", "title": "LIN Table of Contents", "text": " (Millions of dollars)######## Statement of Income Data####Twelve Months Ended December 31, 2023####Twelve Months Ended December 31, 2022 Sales##$##8,143##$##8,850 Operating profit####1,656####1,337 Net income####735####675 Transactions with non-guarantor subsidiaries####3,004####2,241 Balance Sheet Data (at period end)######## Current assets (a)##$##4,423##$##11,478 Long-term assets (b)####13,833####13,949 Current liabilities (c)####10,882####11,767 Long-term liabilities (d)####56,546####48,210 (a) From current assets above, amount due from non-guarantor subsidiaries##$##1,753##$##7,260 (b) From long-term assets above, amount due from non-guarantor subsidiaries####816####1,982 (c) From current liabilities above, amount due to non-guarantor subsidiaries####1,684####1,334 (d) From long-term liabilities above, amount due to non-guarantor subsidiaries####39,458####33,268"}
-{"_id": "LIN20230759", "title": "LIN QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK", "text": "Linde is exposed to market risks relating to fluctuations in interest rates and currency exchange rates. The objective of financial risk management at Linde is to minimize the negative impact of interest rate and foreign exchange rate fluctuations on the company\u2019s earnings, cash flows and equity."}
-{"_id": "LIN20230760", "title": "LIN QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK", "text": "To manage these risks, Linde uses various derivative financial instruments, including interest-rate swaps, treasury rate locks, currency swaps, forward contracts, and commodity contracts. Linde only uses commonly traded and non-leveraged instruments. These contracts are entered into primarily with major banking institutions thereby minimizing the risk of credit loss. Also, see Note 1 and Note 12 to the consolidated financial statements for a more complete description of Linde\u2019s accounting policies and use of such instruments."}
-{"_id": "LIN20230761", "title": "LIN QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK", "text": "The following discussion presents the sensitivity of the market value, earnings and cash flows of Linde\u2019s financial instruments to hypothetical changes in interest and exchange rates assuming these changes occurred at December 31, 2023. The range of changes chosen for these discussions reflects Linde\u2019s view of changes which are reasonably possible over a one-year period. Market values represent the present values of projected future cash flows based on interest rate and exchange rate assumptions."}
-{"_id": "LIN20230763", "title": "LIN Interest Rate Risk", "text": "At December 31, 2023, Linde had debt totaling $19,373 million ($17,914 million at December 31, 2022). For fixed-rate instruments, interest rate changes affect the fair market value but do not impact earnings or cash flows. Conversely, for floating-rate instruments, interest rate changes generally do not affect the fair market value of the instrument but impact future earnings and cash flows, assuming that other factors are held constant. At December 31, 2023, including the impact of derivatives, Linde had fixed-rate debt of $14,345 million and floating-rate debt of $5,028 million, representing 74% and 26%, respectively, of total debt. At December 31, 2022, including the impact of derivatives, Linde had fixed-rate debt of $13,000 million and floating-rate debt of $4,914 million, representing 73% and 27%, respectively, of total debt."}
-{"_id": "LIN20230765", "title": "LIN Fixed Rate Debt", "text": "This sensitivity analysis assumes that, holding all other variables constant (such as foreign exchange rates, swaps and debt levels), a one hundred basis point increase in interest rates would decrease the unrealized fair market value of the fixed-rate debt portfolio by approximately $742 million ($666 million in 2022). A one hundred basis point increase in interest rates would result in an approximate $65 million increase to derivative assets recorded."}
-{"_id": "LIN20230767", "title": "LIN Variable Rate Debt", "text": "At December 31, 2023, the after-tax earnings and cash flows impact of a one hundred basis point increase in interest rates, including offsetting impact of derivatives, on the variable-rate debt portfolio would be approximately $50 million ($25 million in 2022)."}
-{"_id": "LIN20230769", "title": "LIN Foreign Currency Risk", "text": "Linde\u2019s exchange-rate exposures result primarily from its investments and ongoing operations in Latin America (primarily Brazil and Mexico), Europe (primarily Germany, Scandinavia, and the U.K.), Canada, Asia Pacific (primarily Australia and China) and other business transactions such as the procurement of equipment from foreign sources. Linde frequently utilizes currency contracts to hedge these exposures. At December 31, 2023, Linde had a notional amount outstanding of $5,651 million ($3,870 million at December 31, 2022) related to foreign exchange contracts. The majority of these were to hedge recorded balance sheet exposures, primarily intercompany loans denominated in non-functional currencies. See Note 12 to the consolidated financial statements."}
-{"_id": "LIN20230770", "title": "LIN Foreign Currency Risk", "text": "Holding all other variables constant, if there were a 10% increase in foreign-currency exchange rates for the portfolio, the fair market value of foreign-currency contracts outstanding at December 31, 2023 would decrease by approximately $58 million and at December 31, 2022 would increase by approximately $83 million, which would be largely offset by an offsetting loss or gain on the foreign-currency fluctuation of the underlying exposure being hedged."}
-{"_id": "LIN20230772", "title": "LIN Foreign Currency Risk", "text": "Holding all other variables constant, if there were a 10% increase in foreign-currency exchange rates on the external debt portfolio, the fair market value of foreign-currency denominated debt outstanding at December 31, 2023 would decrease by approximately $970 million and at December 31, 2022 would decrease by approximately $803 million, which would be largely offset by an offsetting loss or gain on the underlying exposure being hedged."}
-{"_id": "LIN20230785", "title": "LIN INDEX TO CONSOLIDATED FINANCIAL STATEMENTS", "text": " ##Page Management\u2019s Statement of Responsibility for Financial Statements##48 Management\u2019s Report on Internal Control Over Financial Reporting##48 Report of Independent Registered Public Accounting Firm [PCAOB ID 238]##49 Audited Consolidated Financial Statements## Consolidated Statements of Income for the Years Ended December 31, 2023, 2022 and 2021##51 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021##52 Consolidated Balance Sheets as of December 31, 2023 and 2022##53 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021##54 Consolidated Statements of Equity for the Years Ended December 31, 2023, 2022 and 2021##55"}
-{"_id": "LIN20230810", "title": "LIN MANAGEMENT\u2019S STATEMENT OF RESPONSIBILITY FOR FINANCIAL STATEMENTS", "text": "Linde\u2019s consolidated financial statements are prepared by management, which is responsible for their fairness, integrity and objectivity. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America applied on a consistent basis, except for accounting changes as disclosed, and include amounts that are estimates and judgments. All historical financial information in this annual report is consistent with the accompanying financial statements."}
-{"_id": "LIN20230811", "title": "LIN MANAGEMENT\u2019S STATEMENT OF RESPONSIBILITY FOR FINANCIAL STATEMENTS", "text": "Linde maintains accounting systems, including internal accounting controls, monitored by a staff of internal auditors, that are designed to provide reasonable assurance of the reliability of financial records and the protection of assets. The concept of reasonable assurance is based on recognition that the cost of a system should not exceed the related benefits. The effectiveness of those systems depends primarily upon the careful selection of financial and other managers, clear delegation of authority and assignment of accountability, inculcation of high business ethics and conflict-of-interest standards, policies and procedures for coordinating the management of corporate resources, and the leadership and commitment of top management. In compliance with Section 404 of the Sarbanes-Oxley Act of 2002, Linde assessed its internal control over financial reporting and issued a report (see below)."}
-{"_id": "LIN20230812", "title": "LIN MANAGEMENT\u2019S STATEMENT OF RESPONSIBILITY FOR FINANCIAL STATEMENTS", "text": "The Audit Committee of the Board of Directors, which consists solely of non-employee directors, is responsible for overseeing the functioning of the accounting system and related controls and the preparation of annual financial statements. The Audit Committee periodically meets with management, internal auditors and the independent registered public accounting firm to review and evaluate their accounting, auditing and financial reporting activities and responsibilities, including management\u2019s assessment of internal control over financial reporting. The independent registered public accounting firm and internal auditors have full and free access to the Audit Committee and meet with the committee, with and without management present."}
-{"_id": "LIN20230814", "title": "LIN MANAGEMENT\u2019S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING", "text": "Linde\u2019s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of management, including the company\u2019s principal executive officer and principal financial officer, the company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control \u2013 Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (often referred to as COSO). Based on this evaluation, management concluded that the company\u2019s internal control over financial reporting was effective as of December 31, 2023."}
-{"_id": "LIN20230820", "title": "LIN MANAGEMENT\u2019S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING", "text": "PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited and issued their opinion on the effectiveness of the company\u2019s internal control over financial reporting as of December 31, 2023 as stated in their report. /s/ SANJIV LAMBA##/s/ KELCEY E. HOYT Sanjiv Lamba Chief Executive Officer##Kelcey E. Hoyt Chief Accounting Officer /s/ MATTHEW J. WHITE## Matthew J. White Chief Financial Officer##February 28, 2024"}
-{"_id": "LIN20230824", "title": "LIN To the Board of Directors and Shareholders of Linde plc", "text": "Opinions on the Financial Statements and Internal Control over Financial Reporting"}
-{"_id": "LIN20230825", "title": "LIN To the Board of Directors and Shareholders of Linde plc", "text": "We have audited the accompanying consolidated balance sheets of Linde plc and its subsidiaries (the \u201cCompany\u201d) as of December 31, 2023 and 2022, and the related consolidated statements of income, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)."}
-{"_id": "LIN20230826", "title": "LIN To the Board of Directors and Shareholders of Linde plc", "text": "In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO."}
-{"_id": "LIN20230828", "title": "LIN Basis for Opinions", "text": "The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management\u2019s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company\u2019s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "LIN20230829", "title": "LIN Basis for Opinions", "text": "We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects."}
-{"_id": "LIN20230830", "title": "LIN Basis for Opinions", "text": "Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions."}
-{"_id": "LIN20230833", "title": "LIN Definition and Limitations of Internal Control over Financial Reporting", "text": "A company\u2019s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company\u2019s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company\u2019s assets that could have a material effect on the financial statements."}
-{"_id": "LIN20230835", "title": "LIN Table of Contents", "text": "Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate."}
-{"_id": "LIN20230837", "title": "LIN Critical Audit Matter", "text": "The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates."}
-{"_id": "LIN20230839", "title": "LIN Revenue Recognition - Estimated Costs at Completion", "text": "As described in Note 19 to the consolidated financial statements, $2,160 million of the Company\u2019s total revenues for the year ended December 31, 2023 was generated from the sale of equipment contracts. Sales of equipment contracts are generally comprised of a single performance obligation. Revenue from the sale of equipment is generally recognized over time as the Company has an enforceable right to payment for performance completed to date and performance does not create an asset with alternative use. For contracts recognized over time, revenue is recognized primarily using a cost incurred input method. Costs incurred to date relative to total estimated costs at completion are used to measure progress toward satisfying performance obligations. Costs incurred include material, labor, and overhead costs and represent work contributing and proportionate to the transfer of control to the customer."}
-{"_id": "LIN20230840", "title": "LIN Revenue Recognition - Estimated Costs at Completion", "text": "The principal considerations for our determination that performing procedures relating to revenue recognition - estimated costs at completion is a critical audit matter are (i) the significant judgment by management when developing the estimated costs at completion for the sale of equipment contracts; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the estimated costs at completion and management\u2019s significant assumptions related to the total estimated material and labor costs; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge."}
-{"_id": "LIN20230841", "title": "LIN Revenue Recognition - Estimated Costs at Completion", "text": "Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over developing the estimated costs at completion for the sale of equipment contracts. These procedures also included, among others, evaluating and testing management\u2019s process for developing the estimated costs at completion for the sale of equipment contracts, which included evaluating the reasonableness of management\u2019s significant assumptions related to the total estimated material and labor costs. Evaluating the reasonableness of management\u2019s significant assumptions involved evaluating management\u2019s ability to reasonably estimate costs at completion for the sale of equipment contracts on a sample basis by (i) performing a comparison of the originally estimated and actual costs incurred on similar completed equipment contracts, and (ii) evaluating the timely identification of circumstances that may warrant a modification to estimated costs at completion, including actual costs in excess of estimates. Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of management\u2019s estimates and significant assumptions related to the total estimated material and labor costs."}
-{"_id": "LIN20230846", "title": "LIN February 28, 2024", "text": "We have served as the Company\u2019s or its predecessor\u2019s auditor since 1992."}
-{"_id": "LIN20230883", "title": "LIN LINDE PLC AND SUBSIDIARIES (Dollar amounts in millions, except per share data)", "text": " Year Ended December 31,####2023####2022####2021 Sales##$##32,854##$##33,364##$##30,793 Cost of sales, exclusive of depreciation and amortization####17,492####19,450####17,543 Selling, general and administrative####3,295####3,107####3,189 Depreciation and amortization####3,816####4,204####4,635 Research and development####146####143####143 Other charges####40####1,029####273 Other income (expenses) \u2013 net####(41)####(62)####(26) Operating Profit####8,024####5,369####4,984 Interest expense \u2013 net####200####63####77 Net pension and OPEB cost (benefit), excluding service cost####(164)####(237)####(192) Income Before Income Taxes and Equity Investments####7,988####5,543####5,099 Income taxes####1,814####1,434####1,262 Income From Continuing Operations Before Equity Investments####6,174####4,109####3,837 Income from equity investments####167####172####119 Income From Continuing Operations (Including Noncontrolling Interests)####6,341####4,281####3,956 Income from discontinued operations, net of tax####\u2014####\u2014####5 Net Income (Including Noncontrolling Interests)####6,341####4,281####3,961 Less: noncontrolling interests from continuing operations####(142)####(134)####(135) Net Income \u2013 Linde plc##$##6,199##$##4,147##$##3,826 Net Income \u2013 Linde plc############ Income from continuing operations##$##6,199##$##4,147##$##3,821 Income from discontinued operations##$##\u2014##$##\u2014##$##5 Per Share Data \u2013 Linde plc Shareholders############ Basic earnings per share from continuing operations##$##12.70##$##8.30##$##7.39 Basic earnings per share from discontinued operations####\u2014####\u2014####0.01 Basic earnings per share##$##12.70##$##8.30##$##7.40 Diluted earnings per share from continuing operations##$##12.59##$##8.23##$##7.32 Diluted earnings per share from discontinued operations####\u2014####\u2014####0.01 Diluted earnings per share##$##12.59##$##8.23##$##7.33 Weighted Average Shares Outstanding (000\u2019s):############ Basic shares outstanding####488,191####499,736####516,896 Diluted shares outstanding####492,290####504,038####521,875"}
-{"_id": "LIN20230885", "title": "LIN LINDE PLC AND SUBSIDIARIES (Dollar amounts in millions, except per share data)", "text": "The accompanying Notes are an integral part of these financial statements."}
-{"_id": "LIN20230911", "title": "LIN LINDE PLC AND SUBSIDIARIES (Dollar amounts in millions)", "text": " Year Ended December 31,####2023####2022####2021 NET INCOME (INCLUDING NONCONTROLLING INTERESTS)##$##6,341##$##4,281##$##3,961 OTHER COMPREHENSIVE INCOME (LOSS)############ Translation adjustments:############ Foreign currency translation adjustments####399####(1,725)####(1,116) Reclassifications to net income####\u2014####(110)####(52) Income taxes####1####\u2014####(7) Translation adjustments####400####(1,835)####(1,175) Funded status - retirement obligations (Note 16):############ Retirement program remeasurements####(480)####1,349####826 Reclassifications to net income####(14)####80####175 Income taxes####114####(359)####(255) Funded status - retirement obligations####(380)####1,070####746 Derivative instruments (Note 12):############ Current year unrealized gain (loss)####(80)####107####140 Reclassifications to net income####13####(129)####(49) Income taxes####12####9####(20) Derivative instruments####(55)####(13)####71 TOTAL OTHER COMPREHENSIVE INCOME (LOSS)####(35)####(778)####(358) COMPREHENSIVE INCOME (INCLUDING NONCONTROLLING INTERESTS)####6,306####3,503####3,603 Less: noncontrolling interests####(130)####(90)####(135) COMPREHENSIVE INCOME - LINDE PLC##$##6,176##$##3,413##$##3,468"}
-{"_id": "LIN20230913", "title": "LIN LINDE PLC AND SUBSIDIARIES (Dollar amounts in millions)", "text": "The accompanying Notes are an integral part of these financial statements."}
-{"_id": "LIN20230955", "title": "LIN LINDE PLC AND SUBSIDIARIES (Dollar amounts in millions)", "text": " December 31,####2023####2022 Assets######## Cash and cash equivalents##$##4,664##$##5,436 Accounts receivable \u2013 net####4,718####4,559 Contract assets####196####124 Inventories####2,115####1,978 Prepaid and other current assets####927####950 Total Current Assets####12,620####13,047 Property, plant and equipment \u2013 net####24,552####23,548 Equity investments####2,190####2,350 Goodwill####26,751####25,817 Other intangible assets \u2013 net####12,399####12,420 Other long-term assets####2,299####2,476 Total Assets##$##80,811##$##79,658 Liabilities and Equity######## Accounts payable##$##3,020##$##2,995 Short-term debt####4,713####4,117 Current portion of long-term debt####1,263####1,599 Contract liabilities####1,901####3,073 Accrued taxes####664####613 Other current liabilities####4,156####4,082 Total Current Liabilities####15,717####16,479 Long-term debt####13,397####12,198 Other long-term liabilities####3,804####2,795 Deferred credits####6,798####6,799 Total Liabilities####39,716####38,271 Commitments and contingencies (Note 17)######## Redeemable noncontrolling interests####13####13 Linde plc Shareholders\u2019 Equity:######## Ordinary shares (\u20ac0.001 par value, authorized 1,750,000,000 shares, 2023 issued: 490,766,972 ordinary shares; 2022 issued: 552,012,862 ordinary shares)####1####1 Additional paid-in capital####39,812####40,005 Retained earnings####8,845####20,541 Accumulated other comprehensive income (loss)####(5,805)####(5,782) Less: Treasury shares, at cost (2023 \u2013 8,321,827 shares and 2022 \u2013 59,555,235 shares)####(3,133)####(14,737) Total Linde plc Shareholders\u2019 Equity####39,720####40,028 Noncontrolling interests####1,362####1,346 Total Equity####41,082####41,374 Total Liabilities and Equity##$##80,811##$##79,658"}
-{"_id": "LIN20230957", "title": "LIN LINDE PLC AND SUBSIDIARIES (Dollar amounts in millions)", "text": "The accompanying Notes are an integral part of these financial statements."}
-{"_id": "LIN20231004", "title": "LIN LINDE PLC AND SUBSIDIARIES (Millions of dollars)", "text": " Year Ended December 31,####2023####2022####2021 Increase (Decrease) in Cash and Cash Equivalents############ Operations############ Net income \u2013 Linde plc##$##6,199##$##4,147##$##3,826 Less: income from discontinued operations, net of tax and noncontrolling interests####\u2014####\u2014####(5) Add: Noncontrolling interests from continuing operations####142####134####135 Income from continuing operations (including noncontrolling interests)##$##6,341##$##4,281##$##3,956 Adjustments to reconcile net income to net cash provided by operating activities:############ Other charges, net of payments####(118)####902####98 Depreciation and amortization####3,816####4,204####4,635 Deferred income taxes####(84)####(383)####(254) Share-based compensation####141####107####128 Non-cash charges and other####43####(49)####(19) Working capital############ Accounts receivable####(86)####(423)####(553) Contract assets and liabilities, net####(168)####310####1,307 Inventory####(127)####(347)####(129) Prepaid and other current assets####66####(157)####76 Payables and accruals####(168)####307####447 Pension contributions####(46)####(51)####(42) Long-term assets, liabilities and other####(305)####163####75 Net cash provided by operating activities####9,305####8,864####9,725 Investing############ Capital expenditures####(3,787)####(3,173)####(3,086) Acquisitions, net of cash acquired####(953)####(110)####(88) Divestitures and asset sales, net of cash divested####70####195####167 Net cash used for investing activities####(4,670)####(3,088)####(3,007) Financing############ Short-term debt borrowings (repayments) \u2013 net####554####3,050####(1,329) Long-term debt borrowings####2,188####3,210####2,283 Long-term debt repayments####(1,682)####(1,785)####(1,468) Issuances of ordinary shares####33####36####50 Purchases of ordinary shares####(3,958)####(5,168)####(4,612) Cash dividends \u2013 Linde plc shareholders####(2,482)####(2,344)####(2,189) Noncontrolling interest transactions and other####(53)####(88)####(323) Net cash used for financing activities####(5,400)####(3,089)####(7,588) Effect of exchange rate changes on cash and cash equivalents####(7)####(74)####(61) Change in cash and cash equivalents####(772)####2,613####(931) Cash and cash equivalents, beginning-of-period####5,436####2,823####3,754 Cash and cash equivalents, end-of-period##$##4,664##$##5,436##$##2,823 Supplemental Data############ Income taxes paid##$##1,955##$##1,735##$##1,710 Interest paid, net of capitalized interest (Note 7)##$##451##$##170##$##233"}
-{"_id": "LIN20231006", "title": "LIN LINDE PLC AND SUBSIDIARIES (Millions of dollars)", "text": "The accompanying Notes are an integral part of these financial statements."}
-{"_id": "LIN20231048", "title": "LIN LINDE PLC AND SUBSIDIARIES", "text": "(Dollar amounts in millions, except per share data, shares in thousands) ##################Linde plc Shareholders\u2019 Equity######################## ####Ordinary shares########Additional Paid-in Capital####Retained Earnings######Accumulated Other Comprehensive Income (Loss) (Note 7)####Treasury Stock########Linde plc Shareholders\u2019 Equity####Noncontrolling Interests####Total Equity Activity##Shares######Amounts################Shares######Amounts############ Balance, December 31, 2020##552,013####$##1##$##40,202##$##17,178####$##(4,690)##28,718####$##(5,374)##$##47,317##$##2,252##$##49,569 Net Income available for Linde plc shareholders################3,826##################3,826####135####3,961 Other comprehensive income (loss)######################(358)############(358)####\u2014####(358) Noncontrolling interests:########################################## Dividends and other capital reductions##################################\u2014####(118)####(118) Additions (Reductions)##################################\u2014####(876)####(876) Dividends ($4.24 per ordinary share)################(2,189)##################(2,189)########(2,189) Issuances of ordinary shares:########################################## For employee savings and incentive plans############(150)####(105)########(1,026)######209####(46)########(46) Purchases of ordinary shares########################15,640######(4,643)####(4,643)########(4,643) Share-based compensation############128######################128########128 Balance, December 31, 2021##552,013####$##1##$##40,180##$##18,710####$##(5,048)##43,332####$##(9,808)##$##44,035##$##1,393##$##45,428 Net Income available for Linde plc shareholders################4,147##################4,147####134####4,281 Other comprehensive income (loss)######################(734)############(734)####(44)####(778) Noncontrolling interests:########################################## Dividends and other capital reductions##################################\u2014####(81)####(81) Additions (Reductions) - (Note 14)##################################\u2014####(56)####(56) Dividends ($4.68 per ordinary share)################(2,344)##################(2,344)########(2,344) Issuances of ordinary shares:########################################## For employee savings and incentive plans############(282)####28########(811)######198####(56)########(56) Purchases of ordinary shares########################17,034######(5,127)####(5,127)########(5,127) Share-based compensation############107######################107########107 Balance, December 31, 2022##552,013####$##1##$##40,005##$##20,541####$##(5,782)##59,555####$##(14,737)##$##40,028##$##1,346##$##41,374 Net Income available for Linde plc shareholders################6,199##################6,199####142####6,341 Other comprehensive income (loss)######################(23)############(23)####(12)####(35) Noncontrolling interests:########################################## Dividends and other capital reductions##################################\u2014####(113)####(113) Additions (Reductions)############(12)######################(12)####(1)####(13) Dividends ($5.10 per common share)################(2,482)##################(2,482)########(2,482) Issuances of ordinary shares:########################################## For employee savings and incentive plans############(322)####(113)########(924)######307####(128)########(128) Purchases of ordinary shares########################10,937######(4,003)####(4,003)########(4,003) Share-based compensation############141######################141########141 Intercompany reorganization (Note 14)##(61,246)##############(15,300)########(61,246)######15,300############\u2014 Balance, December 31, 2023##490,767####$##1##$##39,812##$##8,845####$##(5,805)##8,322####$##(3,133)##$##39,720##$##1,362##$##41,082"}
-{"_id": "LIN20231050", "title": "LIN LINDE PLC AND SUBSIDIARIES", "text": "The accompanying Notes are an integral part of these financial statements."}
-{"_id": "LIN20231055", "title": "LIN NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES", "text": "Linde plc (\"Linde\" or \"the company\") is an incorporated public limited company formed under the laws of Ireland. Linde\u2019s registered office is located at Ten Earlsfort Terrace, Dublin 2, D02 T380 Ireland. Linde\u2019s principal executive offices are located at Forge, 43 Church Street West, Woking, Surrey GU21 6HT, United Kingdom and 10 Riverview Drive, Danbury, Connecticut, United States 06810. Linde trades on the Nasdaq under the symbol LIN."}
-{"_id": "LIN20231056", "title": "LIN NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES", "text": "On January 18, 2023, shareholders approved the company\u2019s proposal for an intercompany reorganization that resulted in the delisting of its ordinary shares from the Frankfurt Stock Exchange, on March 1, 2023, after the completion of legal and regulatory approvals."}
-{"_id": "LIN20231057", "title": "LIN NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES", "text": "In connection with the closing of the intercompany reorganization on March 1, 2023, Linde shareholders automatically received one share of the new holding company in exchange for each share of Linde plc that was previously owned. The new holding company is also named \u201cLinde plc\u201d and trades under the existing ticker LIN."}
-{"_id": "LIN20231058", "title": "LIN NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES", "text": "Principles of Consolidation \u2013 The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (\"U.S. GAAP\") and include the accounts of all significant subsidiaries where control exists and, in limited situations, variable-interest entities where the company is the primary beneficiary. Intercompany transactions and balances are eliminated in consolidation and any significant related-party transactions have been disclosed."}
-{"_id": "LIN20231059", "title": "LIN NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES", "text": "Equity investments generally consist of 20% to 50% owned operations where the company exercises significant influence, but does not have control. Income from equity investments in corporations is reported on an after-tax basis. Pre-tax income from equity investments that are partnerships or limited-liability corporations is included in other income (expenses) \u2013 net with related taxes included in Income taxes. Equity investments are reviewed for impairment whenever events or circumstances reflect that an impairment loss may have been incurred."}
-{"_id": "LIN20231060", "title": "LIN NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES", "text": "Changes in ownership interest that result either in consolidation or deconsolidation of an investment are recorded at fair value through earnings, including the retained ownership interest, while changes that do not result in either consolidation or deconsolidation of a subsidiary are treated as equity transactions."}
-{"_id": "LIN20231061", "title": "LIN NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES", "text": "Use of Estimates \u2013 The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. While actual results could differ, management believes such estimates to be reasonable."}
-{"_id": "LIN20231062", "title": "LIN NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES", "text": "Operations \u2013 Linde is the largest industrial gases company globally. The company produces, sells and distributes atmospheric, process and specialty gases to a diverse group of industries including aerospace, chemicals, food and beverage, electronics, energy, healthcare, manufacturing, and metals. Linde\u2019s Engineering business offers its customers an extensive range of gas production and processing services including supplying plant components and services directly to customers."}
-{"_id": "LIN20231063", "title": "LIN NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES", "text": "Revenue Recognition \u2013 Revenue is recognized as control of goods or services are transferred to customers in an amount that reflects the consideration to which the company expects to be entitled to receive in exchange for the goods or services. See Note 19 for additional details regarding Linde's revenue recognition policies."}
-{"_id": "LIN20231064", "title": "LIN NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES", "text": "Cash Equivalents \u2013 Cash equivalents are considered to be highly liquid securities with original maturities of three months or less."}
-{"_id": "LIN20231065", "title": "LIN NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES", "text": "Inventories \u2013 Inventories are stated at the lower of cost or net realizable value. Cost is determined using the average-cost method."}
-{"_id": "LIN20231067", "title": "LIN NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES", "text": "Property, Plant and Equipment \u2013 Net \u2013 Property, plant and equipment are carried at cost, net of accumulated depreciation. The company capitalizes labor, applicable overhead and interest as part of the cost of constructing major facilities. Expenditures for additions and improvements that extend the lives or increase the capacity of plant assets are also capitalized. Depreciation is calculated on the straight-line method based on the estimated useful lives of the assets, which range from 3 years to 40 years (see Note 8). Linde uses accelerated depreciation methods for tax purposes where appropriate. Maintenance of property, plant and equipment is generally expensed as incurred."}
-{"_id": "LIN20231069", "title": "LIN Table of Contents", "text": "The company performs a test for impairment whenever events or changes in circumstances indicate that the carrying amount of an individual asset or asset group may not be recoverable. Should projected undiscounted future cash flows be less than the carrying amount of the asset or asset group, an impairment charge reducing the carrying amount to fair value may be required. Fair value is determined based on the most appropriate valuation technique, including discounted cash flows."}
-{"_id": "LIN20231070", "title": "LIN Table of Contents", "text": "Asset-Retirement Obligations \u2013 An asset-retirement obligation is recognized in the period in which sufficient information exists to determine the fair value of the liability with a corresponding increase to the carrying amount of the related property, plant and equipment which is then depreciated over its useful life. The liability is initially measured at fair value and then accretion expense is recorded in each subsequent period. The company\u2019s asset-retirement obligations are primarily associated with its on-site long-term supply arrangements where the company has built a facility on land leased from the customer and is obligated to remove the facility at the end of the contract term. The company's asset-retirement obligations are not material to its consolidated financial statements."}
-{"_id": "LIN20231071", "title": "LIN Table of Contents", "text": "Foreign Currency Translation \u2013 For most foreign operations, the local currency is the functional currency and translation gains and losses are reported as part of the accumulated other comprehensive income (loss) component of equity as a cumulative translation adjustment (see Note 7)."}
-{"_id": "LIN20231072", "title": "LIN Table of Contents", "text": "Financial Instruments \u2013 Linde enters into various derivative financial instruments to manage its exposure to fluctuating interest rates, currency exchange rates, commodity pricing and energy costs. Such instruments primarily include interest-rate swap and treasury rate lock agreements; currency-swap agreements; forward contracts; currency options; and commodity-swap agreements. These instruments are not entered into for trading purposes. Linde only uses commonly traded and non-leveraged instruments."}
-{"_id": "LIN20231073", "title": "LIN Table of Contents", "text": "There are three types of derivatives the company enters into: (i) those relating to fair-value exposures, (ii) those relating to cash-flow exposures, and (iii) those relating to foreign currency net investment exposures. Fair-value exposures relate to recognized assets or liabilities, and firm commitments; cash-flow exposures relate to the variability of future cash flows associated with recognized assets or liabilities, or forecasted transactions; and net investment exposures relate to the impact of foreign currency exchange rate changes on the carrying value of net assets denominated in foreign currencies."}
-{"_id": "LIN20231074", "title": "LIN Table of Contents", "text": "When a derivative is executed and hedge accounting is appropriate, it is designated as either a fair-value hedge, cash-flow hedge, or a net investment hedge. Currently, Linde designates all interest-rate and treasury rate locks as hedges for accounting purposes; however, currency contracts are generally not designated as hedges for accounting purposes unless they are related to forecasted transactions. Whether designated as hedges for accounting purposes or not, all derivatives are linked to an appropriate underlying exposure. On an ongoing basis, the company assesses the hedge effectiveness of all derivatives designated as hedges for accounting purposes to determine if they continue to be highly effective in offsetting changes in fair values or cash flows of the underlying hedged items. If it is determined that the hedge is not highly effective, then hedge accounting will be discontinued prospectively."}
-{"_id": "LIN20231075", "title": "LIN Table of Contents", "text": "Changes in the fair value of derivatives designated as fair-value hedges are recognized in earnings as an offset to the change in the fair values of the underlying exposures being hedged. The changes in fair value of derivatives that are designated as cash-flow hedges are deferred in accumulated other comprehensive income (loss) and are reclassified to earnings as the underlying hedged transaction affects earnings. Provided the hedge remains highly effective, any ineffectiveness is deferred in accumulated other comprehensive income (loss) and is reclassified to earnings as the underlying hedged transaction affects earnings. Hedges of net investments in foreign subsidiaries are recognized in the cumulative translation adjustment component of accumulated other comprehensive income (loss) on the consolidated balance sheets to offset translation gains and losses associated with the hedged net investment. Derivatives that are entered into for risk-management purposes and are not designated as hedges (primarily related to currency derivatives other than for firm commitments) are recorded at their fair market values and recognized in current earnings."}
-{"_id": "LIN20231076", "title": "LIN Table of Contents", "text": "See Note 12 for additional information relating to financial instruments."}
-{"_id": "LIN20231077", "title": "LIN Table of Contents", "text": "Goodwill \u2013 Acquisitions are accounted for using the acquisition method which requires allocation of the purchase price to assets acquired and liabilities assumed based on estimated fair values. Any excess of the purchase price over the fair value of the assets and liabilities acquired is recorded as goodwill. Allocations of the purchase price are based on preliminary estimates and assumptions at the date of acquisition and are subject to revision based on final information received, including appraisals and other analyses which support underlying estimates."}
-{"_id": "LIN20231079", "title": "LIN Table of Contents", "text": "The company performs a goodwill impairment test annually as of October 1 or more frequently if events or circumstances indicate that an impairment loss may have been incurred. The impairment test allows an entity to first assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than carrying value. If it is determined that it is more likely than not that the fair value of a reporting unit is less than carrying value then the"}
-{"_id": "LIN20231081", "title": "LIN Table of Contents", "text": "company will estimate and compare the fair value of its reporting units to their carrying value, including goodwill. Reporting units are determined based on one level below the operating segment level. The qualitative analysis of goodwill for the year ended December 31, 2023 showed the fair value of the reporting units substantially exceeded the carrying value, as such further analysis was not performed."}
-{"_id": "LIN20231082", "title": "LIN Table of Contents", "text": "See Note 9 for additional information relating to goodwill."}
-{"_id": "LIN20231083", "title": "LIN Table of Contents", "text": "Other Intangible Assets \u2013 Other intangible assets, primarily customer relationships, are amortized over the estimated period of benefit. The determination of the estimated period of benefit will be dependent upon the use and underlying characteristics of the intangible asset. Linde evaluates the recoverability of its intangible assets subject to amortization when facts and circumstances indicate that the carrying value of the asset may not be recoverable. If the carrying value is not recoverable, impairment is measured as the amount by which the carrying value exceeds its estimated fair value. Fair value is generally estimated based on either appraised value or other valuation techniques. Indefinite lived intangible assets related to the Linde brand are evaluated for impairment on an annual basis or more frequently if events or circumstances indicate an impairment loss may have occurred."}
-{"_id": "LIN20231084", "title": "LIN Table of Contents", "text": "See Note 10 for additional information relating to other intangible assets."}
-{"_id": "LIN20231085", "title": "LIN Table of Contents", "text": "Income Taxes \u2013 Deferred income taxes are recorded for the temporary differences between the financial statement and tax bases of assets and liabilities using currently enacted tax rates. Valuation allowances are established against deferred tax assets whenever circumstances indicate that it is more likely than not that such assets will not be realized in future periods."}
-{"_id": "LIN20231086", "title": "LIN Table of Contents", "text": "Under the guidance for accounting for uncertainty in income taxes, the company can recognize the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit can be recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Additionally, the company accrues interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. Interest and penalties are classified as income tax expense in the financial statements."}
-{"_id": "LIN20231087", "title": "LIN Table of Contents", "text": "See Note 5 for additional information relating to income taxes."}
-{"_id": "LIN20231088", "title": "LIN Table of Contents", "text": "Retirement Benefits \u2013 Most Linde employees participate in a form of defined benefit or contribution retirement plan, and additionally certain employees are eligible to participate in various post-employment health care and life insurance benefit plans. The cost of contribution plans is recognized in the year earned while the cost of other plans is recognized over the employees\u2019 expected service period to the company, all in accordance with the applicable accounting standards. The funded status of the plans is recorded as an asset or liability in the consolidated balance sheets. Funding of retirement benefits varies and is in accordance with local laws and practices."}
-{"_id": "LIN20231089", "title": "LIN Table of Contents", "text": "See Note 16 for additional information relating to retirement programs."}
-{"_id": "LIN20231090", "title": "LIN Table of Contents", "text": "Share-based Compensation\u2013 The company has historically granted share-based awards which consist of stock options, restricted stock and performance-based stock. Share-based compensation expense is generally recognized on a straight-line basis over the stated vesting period. For stock awards granted to full-retirement-eligible employees, compensation expense is recognized over the period from the grant date to the date retirement eligibility is achieved. For performance-based awards, compensation expense is recognized only if it is probable that the performance condition will be achieved."}
-{"_id": "LIN20231091", "title": "LIN Table of Contents", "text": "See Note 15 for additional disclosures relating to share-based compensation."}
-{"_id": "LIN20231092", "title": "LIN Table of Contents", "text": "Reclassifications \u2013 Certain prior years\u2019 amounts have been reclassified to conform to the current year\u2019s presentation."}
-{"_id": "LIN20231095", "title": "LIN Accounting Standards Implemented in 2023", "text": "There were no new accounting pronouncements implemented in 2023 that would materially impact the 2023 financial statements."}
-{"_id": "LIN20231098", "title": "LIN Accounting Standards to be Implemented", "text": "Improvements to Reportable Segments Disclosures - In November 2023, the FASB issued guidance requiring enhanced disclosure related to reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The"}
-{"_id": "LIN20231100", "title": "LIN Table of Contents", "text": "adoption of this standard will only impact disclosures within the company's consolidated financial statements and the company is evaluating the impact this guidance will have on those disclosures."}
-{"_id": "LIN20231102", "title": "LIN Table of Contents", "text": "Improvements to Income Tax Disclosures - In December 2023, the FASB issued guidance requiring enhanced disclosure related to income taxes. The standard requires additional or modified disclosures related to the income tax rate reconciliation, disaggregation of income taxes paid, and several other disclosures. The new standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of this standard will only impact disclosures within the company's consolidated financial statements and the company is evaluating the impact this guidance will have on those disclosures."}
-{"_id": "LIN20231106", "title": "LIN Acquisitions", "text": "Acquisitions were $953 million, $110 million and $88 million for the years ended December 31, 2023, 2022 and 2021, respectively. Acquisitions in 2023 primarily related to the Americas. Acquisitions in 2022 and 2021 primarily related to the Americas and EMEA."}
-{"_id": "LIN20231108", "title": "LIN Acquisition of nexAir, LLC", "text": "On January 5, 2023, Linde completed the acquisition of nexAir, LLC, a gas distribution and welding supply company in the United States, in order to further expand the company\u2019s geographic footprint into different regions. Prior to completion of the acquisition, Linde held a 23% interest in nexAir, LLC. Pursuant to a signed purchase agreement between Linde and nexAir, LLC, Linde purchased the remaining 77% ownership interest in an all cash transaction with a total purchase price of $866 million, or $811 million net of cash acquired. The fair value of Linde\u2019s equity interest in nexAir, LLC immediately preceding the acquisition date was $183 million, which resulted in a gain on remeasurement of the company\u2019s previously held equity interest which was not material; this gain is recorded within \u201cOther income (expenses) \u2013 net\u201d on the consolidated statements of income."}
-{"_id": "LIN20231110", "title": "LIN Final Allocation of Purchase Price", "text": "The acquisition of nexAir, LLC was accounted for as a business combination. Following the acquisition date, 100% of nexAir, LLC's results were consolidated in the Americas business segment. Linde's twelve months ended December 31, 2023 consolidated income statement includes sales of $408 million related to nexAir, LLC. Pro forma results for 2022 have not been included as the impact of the acquisition is not material to the consolidated statements of income."}
-{"_id": "LIN20231123", "title": "LIN Final Allocation of Purchase Price", "text": "The company estimated the preliminary fair value of net assets acquired based on information currently available at the time of the acquisition and has continued to adjust those estimates as additional information has become available. Measurement period adjustments totaled approximately $27 million, and related to working capital adjustments and deferred taxes. The following table summarizes the fair value of identifiable assets acquired and liabilities assumed in the acquisition of nexAir, LLC as of the acquisition date. (Millions of dollars)####January 5, 2023 Assets:#### Cash and cash equivalents##$##55 Other current assets - net####49 Property, plant and equipment, net####241 Other intangible assets - net####245 Other long-term liabilities - net####(1) Deferred taxes####(25) Total identifiable net assets##$##564 Goodwill##$##485 Fair value of previously held equity interest##$##183 Total purchase price##$##866"}
-{"_id": "LIN20231124", "title": "LIN Final Allocation of Purchase Price", "text": "nexAir, LLC\u2019s assets and liabilities were measured at estimated fair values at January 5, 2023. Estimates of fair value represent management's best estimate of assumptions about future events and uncertainties, including significant judgments related to future cash flows (sales, costs, customer attrition rates, and contributory asset charges), discount rates, competitive trends, and market comparables. Inputs used were generally obtained from historical data supplemented by current and anticipated market conditions and growth rates."}
-{"_id": "LIN20231126", "title": "LIN Final Allocation of Purchase Price", "text": "The fair value of the previously held equity interest was based upon a purchase price valuation (excluding debt) multiplied by the company\u2019s previously held ownership interest adjusted by a discount for lack of marketability. The fair value of property, plant & equipment, net is based on assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset (i.e., its highest and best use). The cost approach, adjusted for the age and condition of the property, plant and equipment, was used to estimate fair value."}
-{"_id": "LIN20231128", "title": "LIN Table of Contents", "text": "Identifiable intangible assets primarily consist of customer relationships of approximately $245 million that will be amortized over their estimated useful life of 20 years. The fair value of the customer relationships intangible asset was valued using a multi-period excess earnings method, a form of the income approach, which incorporates the estimated future cash flows to be generated from nexAir, LLC's existing customer base. There were no indefinite-lived intangible assets identified in conjunction with the acquisition."}
-{"_id": "LIN20231129", "title": "LIN Table of Contents", "text": "The excess of the consideration for the acquisition over the preliminary fair value of net assets acquired was recorded as goodwill. The acquisition resulted in $485 million of goodwill, the majority of which is expected to be deductible for tax purposes. The goodwill balance is primarily attributable to the assembled workforce and operating synergies expected to result from the acquisition. The goodwill recorded as a result of the acquisition was allocated to the Americas reportable segment, which represents the reportable segment anticipated to experience operating synergies as a result of the acquisition."}
-{"_id": "LIN20231133", "title": "LIN Sale of GIST business", "text": "In the third quarter of 2022, the company completed the sale of its GIST business. Proceeds from the sale were $184 million, net of cash divested of $75 million, for net proceeds of $109 million. The sale resulted in a loss of $21 million (benefit of $3 million, after tax), recorded within the other charges in the consolidated statement of income (see Note 3)."}
-{"_id": "LIN20231137", "title": "LIN 2023 Charges", "text": "Other charges were $40 million for the year ended December 31, 2023. Costs primarily related to severance in the Engineering segment and expenses incurred due to the intercompany reorganization for the year ended December 31, 2023. Other charges for 2023 included an income tax benefit of $81 million primarily comprised of a benefit of $124 million related to the resolution of an income tax audit, partially offset by an accrual of $85 million for the potential settlement of an international income tax matter, both recorded in the first quarter."}
-{"_id": "LIN20231139", "title": "LIN 2022 Charges", "text": "Other charges were $1 billion ($896 million, after tax and noncontrolling interests) for the year ended December 31, 2022, largely attributable to the Russia-Ukraine conflict."}
-{"_id": "LIN20231141", "title": "LIN Russia-Ukraine Conflict", "text": "In response to the Russian invasion of Ukraine, multiple jurisdictions, including Europe and the U.S., have imposed several tranches of economic sanctions on Russia. As a result, Linde reassessed its ability to control its Russian subsidiaries and determined that as of June 30, 2022 it can no longer exercise control over these entities. As such, Linde deconsolidated its Russian gas and engineering business entities as of June 30, 2022. The deconsolidation of the company's Russian gas and engineering business entities resulted in a loss of $787 million ($730 million after tax)."}
-{"_id": "LIN20231142", "title": "LIN Russia-Ukraine Conflict", "text": "The fair value of Linde\u2019s Russian subsidiaries was determined using a probability weighted discounted cash flow model, which resulted in the recognition of a $407 million loss on deconsolidation when compared to the carrying value of the entities. This loss is recorded within Other charges in the consolidated statements of income."}
-{"_id": "LIN20231143", "title": "LIN Russia-Ukraine Conflict", "text": "Upon deconsolidation an investment was recorded, which represents the fair value of net assets. The company did not receive any consideration, cash or otherwise, as part of the deconsolidation. Linde will maintain its interest in its Russian subsidiaries and will continue to comply with sanctions and government restrictions. The investment will be monitored for impairment in future periods."}
-{"_id": "LIN20231144", "title": "LIN Russia-Ukraine Conflict", "text": "Receivables, primarily loans receivable, with newly deconsolidated entities were reassessed for collectability resulting in a write-off of approximately $380 million."}
-{"_id": "LIN20231146", "title": "LIN Other Russia related charges", "text": "Other charges related specifically to the Russia-Ukraine conflict were $103 million ($73 million after tax) for the year ended December 31, 2022, and are primarily comprised of impairments of assets which are maintained by international entities in support of the Russian business."}
-{"_id": "LIN20231148", "title": "LIN Merger-Related Costs and Other Charges", "text": "Merger-related costs and other charges were $139 million ($93 million, after tax) for the year ended December 31, 2022, primarily related to severance actions within the Engineering segment recorded during the fourth quarter, the impairment of an equity method investment in the EMEA segment, and the sale of the GIST business completed on September 30, 2022 (see Note 2)."}
-{"_id": "LIN20231159", "title": "LIN Merger-Related Costs and Other Charges", "text": "The following table provides a summary of the pre-tax charges by reportable segment for the year ended December 31, 2022: Table of Contents ############Year Ended December 31, 2022######## (millions of dollars)####Russia deconsolidation charges####Other Russia related charges####Total Russia charges####Merger-related costs and other charges####Total Americas##$##\u2014##$##\u2014##$##\u2014##$##4##$##4 EMEA####733####(7)####726####25####751 APAC####\u2014####\u2014####\u2014####28####28 Engineering####54####110####164####41####205 Other####\u2014####\u2014####\u2014####41####41 Total##$##787##$##103##$##890##$##139##$##1,029"}
-{"_id": "LIN20231161", "title": "LIN 2021 Charges", "text": "Other charges were $273 million ($279 million after tax) for the year ended December 31, 2021."}
-{"_id": "LIN20231162", "title": "LIN 2021 Charges", "text": "Total cost reduction program related charges were $338 million ($253 million after tax), for the year ended December 31, 2021. These expenses consisted primarily of severance charges of $259 million and other charges of $79 million for the year ended December 31, 2021. Other charges related primarily to the execution of the company's synergistic actions including location consolidations and business rationalization projects, process harmonization, and associated non-recurring costs."}
-{"_id": "LIN20231163", "title": "LIN 2021 Charges", "text": "Merger-related and other charges were benefits of $65 million (benefit of $26 million, after tax) for the year ended December 31, 2021. The 2021 pre-tax benefit was primarily due to a $52 million gain triggered by a joint venture deconsolidation in the APAC segment."}
-{"_id": "LIN20231172", "title": "LIN 2021 Charges", "text": "The following table provides a summary of the pre-tax charges by reportable segment for the year ended December 31, 2021: ############Year Ended December 31, 2021######## (millions of dollars)####Severance costs####Other cost reduction charges####Total cost reduction program related charges####Merger related and other charges####Total Americas##$##4##$##2##$##6##$##(6)##$##\u2014 EMEA####204####33####237####1####238 APAC####16####12####28####(50)####(22) Engineering####20####6####26####\u2014####26 Other####15####26####41####(10)####31 Total##$##259##$##79##$##338##$##(65)##$##273"}
-{"_id": "LIN20231174", "title": "LIN Cash Requirements", "text": "The total cash requirements of the other charges incurred for the year ended December 31, 2023 are expected to be immaterial. Remaining cash requirements are expected to be paid primarily through 2024. Other charges, net of payments in the consolidated statements of cash flows for the twelve months ended December 31, 2023 and 2022 also reflect the impact of cash payments of liabilities, including merger-related tax liabilities, accrued as of December 31, 2022 and 2021, respectively."}
-{"_id": "LIN20231189", "title": "LIN Cash Requirements", "text": "The following table summarizes the activities related to the company's cost reduction programs and other charges during 2022 and 2023: Table of Contents (millions of dollars)####Total Russia charges####Severance costs####Other cost reduction charges####Total cost reduction program related charges####Merger related and other charges####Total Balance, December 31, 2021##$##\u2014##$##384##$##38##$##422##$##31##$##453 2022 Russia-Ukraine conflict and other charges####890####41####24####65####74####1,029 Less: Cash payments####\u2014####(122)####(24)####(146)####19####(127) Less: Non-cash charges####(890)####\u2014####(7)####(7)####(109)####(1,006) Foreign currency translation and other####\u2014####(22)####(4)####(26)####(3)####(29) Balance, December 31, 2022##$##\u2014##$##281##$##27##$##308##$##12##$##320 2023 Other Charges####\u2014####26####\u2014####26####14####40 Less: Cash payments####\u2014####(134)####(1)####(135)####(23)####(158) Less: Non-cash charges####\u2014####\u2014####\u2014####\u2014####12####12 Foreign currency translation and other####\u2014####(1)####\u2014####(1)####1####\u2014 Balance, December 31, 2023##$##\u2014##$##172##$##26##$##198##$##16##$##214"}
-{"_id": "LIN20231192", "title": "LIN Classification in the consolidated financial statements", "text": "The pre-tax charges for each year are shown within operating profit in a separate line item on the consolidated statements of income. In the consolidated balance sheets, reductions in assets are recorded against the carrying value of the related assets and unpaid amounts are recorded as other current or long-term liabilities (see Note 7). On the consolidated statements of cash flows, the pre-tax impact of these charges, net of cash payments, is shown as an adjustment to reconcile net income to net cash provided by operating activities. In Note 18 Segment Information, Linde excluded these charges from its management definition of segment operating profit; a reconciliation of segment operating profit to consolidated operating profit is shown within the segment operating profit table."}
-{"_id": "LIN20231195", "title": "LIN NOTE 4. LEASES", "text": "In the normal course of its business, Linde enters into various leases as the lessee, primarily involving manufacturing and distribution equipment and office space. Linde determines whether a contract is or contains a lease at contract inception. Total lease and rental expenses related to operating lease right of use assets for the twelve months ended December 31, 2023 and 2022 was $284 million. Operating lease costs are included in selling, general and administrative expenses and cost of sales, exclusive of depreciation and amortization. The related assets and obligations are included in other long-term assets and other current liabilities and other long-term liabilities, respectively. Total lease and rental expenses related to finance lease right of use assets for the twelve months ended December 31, 2023 and 2022 were $58 million and $57 million, respectively, and the costs are included in depreciation and amortization and interest. Related assets and obligations are included in other long-term assets and other current liabilities and other long-term liabilities, respectively. Linde includes renewal options that are reasonably certain to be exercised as part of the lease term. Operating and financing lease expenses above include short term and variable lease costs which are immaterial."}
-{"_id": "LIN20231196", "title": "LIN NOTE 4. LEASES", "text": "As most leases do not provide an implicit rate, Linde uses the applicable incremental borrowing rate at lease commencement to measure lease liabilities and right-of-use assets. Linde determines incremental borrowing rates through market sources."}
-{"_id": "LIN20231197", "title": "LIN NOTE 4. LEASES", "text": "The company has elected to apply the short-term lease exception for all underlying asset classes. Short-term leases are leases that, at the commencement date, have a lease term of twelve months or less and do not include a purchase option that the lessee is reasonably certain to exercise. Leases that meet the short-term lease definition are not recognized on the balance sheet, but rather expensed on a straight-line basis over the lease term."}
-{"_id": "LIN20231198", "title": "LIN NOTE 4. LEASES", "text": "Some leasing arrangements require variable payments that are dependent on usage, output, or may vary for other reasons, such as insurance. The company does not have material variable lease payments."}
-{"_id": "LIN20231199", "title": "LIN NOTE 4. LEASES", "text": "Gains and losses on sale and leaseback transactions were immaterial. Operating cash flows used for operating leases for the twelve months ended December 31, 2023 and 2022 were $249 million and $254 million, respectively. Cash flows used for finance leases for the same period were immaterial."}
-{"_id": "LIN20231211", "title": "LIN NOTE 4. LEASES", "text": "Supplemental balance sheet information related to leases is as follows: (Millions of dollars)####December 31, 2023####December 31, 2022 Operating Leases######## Operating lease right-of-use assets##$##759##$##726 Other current liabilities####177####181 Other long-term liabilities####572####540 Total operating lease liabilities####749####721 Finance Leases######## Finance lease right-of-use assets####179####146 Other current liabilities####50####42 Other long-term liabilities####143####114 Total finance lease liabilities##$##193##$##156"}
-{"_id": "LIN20231216", "title": "LIN NOTE 4. LEASES", "text": "Supplemental operating lease information: ##December 31, 2023####December 31, 2022## Weighted average lease term (years)##8####8## Weighted average discount rate##4.19##%##3.26##%"}
-{"_id": "LIN20231228", "title": "LIN Table of Contents", "text": "Future operating and finance lease payments as of December 31, 2023 are as follows (millions of dollars): Period####Operating Leases####Financing Leases 2024##$##209##$##58 2025####157####50 2026####121####40 2027####88####29 2028####60####16 Thereafter####268####55 Total future undiscounted lease payments####903####248 Less imputed interest####(154)####(55) Total reported lease liability##$##749##$##193"}
-{"_id": "LIN20231234", "title": "LIN NOTE 5. INCOME TAXES", "text": "Pre-tax income applicable to U.S. and non-U.S. operations is as follows: (Millions of dollars) Year Ended December 31,####2023####2022####2021 United States##$##2,859##$##2,502##$##2,020 Non-U.S.####5,129####3,041####3,079 Total income before income taxes##$##7,988##$##5,543##$##5,099"}
-{"_id": "LIN20231248", "title": "LIN Provision for Income Taxes", "text": "The following is an analysis of the provision for income taxes: (Millions of dollars) Year Ended December 31,####2023####2022####2021 Current tax expense (benefit)############ U.S. federal##$##291##$##486##$##287 State and local####116####92####87 Non-U.S.####1,491####1,239####1,142 ####1,898####1,817####1,516 Deferred tax expense (benefit)############ U.S. federal####57####(12)####63 State and local####5####7####8 Non-U.S.####(146)####(378)####(325) ####(84)####(383)####(254) Total income taxes##$##1,814##$##1,434##$##1,262"}
-{"_id": "LIN20231260", "title": "LIN Effective Tax Rate Reconciliation", "text": "For purposes of the effective tax rate reconciliation, the company utilizes the U.S. statutory income tax rate of 21%. An analysis of the difference between the provision for income taxes and the amount computed by applying the U.S. statutory income tax rate to pre-tax income follows: Table of Contents (Dollar amounts in millions) Year Ended December 31,######2023##########2022##########2021#### U.S. statutory income tax##$##1,677####21.0##%##$##1,164####21.0##%##$##1,071####21.0##% State and local taxes \u2013 net of federal benefit####105####1.3##%####84####1.5##%####83####1.6##% Tax on Non-U.S. activities (a)####169####2.1##%####176####3.2##%####219####4.3##% Share-Based compensation####(66)####(0.8)##%####(41)####(0.7)##%####(56)####(1.1)##% Russia/Ukraine Charges####\u2014####\u2014##%####108####1.9##%####\u2014####\u2014##% Other (b)####(71)####(0.9)##%####(57)####(1.0)##%####(55)####(1.1)##% Provision for income taxes##$##1,814####22.7##%##$##1,434####25.9##%##$##1,262####24.7##%"}
-{"_id": "LIN20231262", "title": "LIN ________________________", "text": "(a)Primarily related to differences between the U.S. tax rate and the statutory tax rate in the countries in which the company operates. It also includes the U.S. tax impact of the non-U.S. activities and other non-U.S. permanent items and tax rate changes. Excluding 2021, which included an $83 million deferred income tax charge related to a tax rate increase in the U.K., these other items were not material."}
-{"_id": "LIN20231263", "title": "LIN ________________________", "text": "(b)Includes net tax benefits related to tax audit settlements of $54 million in 2023, of $71 million in 2022, and $47 million in 2021."}
-{"_id": "LIN20231286", "title": "LIN Net Deferred Tax Liabilities", "text": "Net deferred tax liabilities included in the consolidated balance sheets are comprised of the following: (Millions of dollars) December 31,####2023####2022 Deferred tax liabilities######## Fixed assets##$##2,686##$##2,775 Goodwill####215####173 Other intangible assets####2,872####2,939 Subsidiary/equity investments####586####545 Other (a)####456####471 ##$##6,815##$##6,903 Deferred tax assets######## Carryforwards##$##285##$##289 Benefit plans and related (b)(c)####243####165 Inventory####82####68 Accruals and other (d)####858####1,001 ##$##1,468##$##1,523 Less: Valuation allowances (e)####(176)####(276) ##$##1,292##$##1,247 Net deferred tax liabilities##$##5,523##$##5,656 Recorded in the consolidated balance sheets as (Note 7):######## Other long-term assets####226####230 Deferred credits####5,749####5,886 ##$##5,523##$##5,656"}
-{"_id": "LIN20231289", "title": "LIN ________________________", "text": "(a)Includes $221 million in 2023 and $206 million in 2022 related to right-of-use lease assets."}
-{"_id": "LIN20231291", "title": "LIN Table of Contents", "text": "(b)Includes deferred tax asset of $60 million and deferred tax liability of $54 million in 2023 and 2022, respectively, related to pension / OPEB funded status (see Notes 7 and 16)."}
-{"_id": "LIN20231292", "title": "LIN Table of Contents", "text": "(c)The amounts are net of non-US deferred tax liabilities of $187 million in 2023 and $315 million in 2022."}
-{"_id": "LIN20231293", "title": "LIN Table of Contents", "text": "(d)Includes $228 million in 2023 and $212 million in 2022 related to lease liabilities."}
-{"_id": "LIN20231300", "title": "LIN Table of Contents", "text": "(e)Summary of changes in valuation allowances relating to deferred tax assets follows (millions of dollars): ####2023####2022####2021 Balance, January 1,##$##(276)##$##(235)##$##(243) Income tax (charge) benefit####65####(44)####8 Other, including write-offs####34####\u2014####\u2014 Translation adjustments####1####3####\u2014 Balance, December 31,##$##(176)##$##(276)##$##(235)"}
-{"_id": "LIN20231301", "title": "LIN Table of Contents", "text": "The company evaluates deferred tax assets quarterly to ensure that estimated future taxable income will be sufficient in character (e.g., capital gain versus ordinary income treatment), amount and timing to result in their recovery. After considering the positive and negative evidence, a valuation allowance is established to reduce the assets to their realizable value when management determines that it is more likely than not (i.e., greater than 50% likelihood) that a deferred tax asset will not be realized. Considerable judgment is required in establishing deferred tax valuation allowances."}
-{"_id": "LIN20231302", "title": "LIN Table of Contents", "text": "As of December 31, 2023, the company had $285 million of deferred tax assets relating to net operating losses (\u201cNOLs\u201d) and tax credits and $176 million of valuation allowances. These deferred tax assets include $235 million relating to NOLs of which $82 million expire within 5 years, $24 million expire after 5 years and $129 million have no expiration. The deferred tax assets also include $50 million related to credits of which $3 million expire within 5 years, $40 million expire after 5 years, and $7 million have no expiration. The valuation allowances of $176 million primarily relate to NOLs. Management has determined, based on financial projections and available tax strategies, that it is unlikely that the benefit of these losses will be realized. If events or circumstances change, valuation allowances are adjusted at that time resulting in an income tax benefit or charge."}
-{"_id": "LIN20231303", "title": "LIN Table of Contents", "text": "The company has $586 million of non-U.S income and withholding taxes accrued related to its investment in non-U.S. subsidiaries and equity investments. A provision has not been made for any additional non-U.S. income or withholding taxes at December 31, 2023 on approximately $4 billion of unremitted non-U.S. earnings on which the company intends to remain indefinitely reinvested or on other outside basis differences in its investments unrelated to unremitted earnings. A determination of these deferred taxes related to these amounts is not practicable."}
-{"_id": "LIN20231305", "title": "LIN Uncertain Tax Positions", "text": "Unrecognized income tax benefits represent income tax positions taken on income tax returns but not yet recognized in the consolidated financial statements. The company has unrecognized income tax benefits totaling $304 million, $325 million and $387 million as of December 31, 2023, 2022 and 2021, respectively. If recognized, the majority of the unrecognized tax benefits and related interest and penalties would be recorded as a benefit to income tax expense on the consolidated statements of income."}
-{"_id": "LIN20231314", "title": "LIN Uncertain Tax Positions", "text": "A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (Millions of dollars)####2023####2022####2021 Unrecognized income tax benefits, January 1##$##325##$##387##$##452 Additions for tax positions of prior years####108####26####11 Reductions for tax positions of prior years (a)####(121)####(45)####(11) Additions for current year tax positions####\u2014####\u2014####19 Reductions for settlements with taxing authorities (a)(b)####(1)####(23)####(60) Other (c)####(7)####(20)####(24) Unrecognized income tax benefits, December 31##$##304##$##325##$##387"}
-{"_id": "LIN20231317", "title": "LIN ________________________", "text": "(a)2023 and 2022 amounts are primarily related to the settlement of tax audits."}
-{"_id": "LIN20231319", "title": "LIN Table of Contents", "text": "(b)Settlements are uncertain tax positions that were effectively settled with the taxing authorities, including positions where the company has agreed to amend its tax returns to eliminate the uncertainty."}
-{"_id": "LIN20231320", "title": "LIN Table of Contents", "text": "(c)Other includes reductions for statute of limitation lapses and foreign currency translation."}
-{"_id": "LIN20231322", "title": "LIN Table of Contents", "text": "The company classifies interest income and expense related to income taxes as tax expense in the consolidated statements of income. The company recognized net interest benefit of $17 million and $3 million and expense of $15 million for the years ended December 31, 2023, 2022 and 2021, respectively. The company had $14 million and $35 million of accrued interest and penalties as of December 31, 2023 and 2022, respectively, which were recorded in other long-term liabilities in the consolidated balance sheets (See Note 7)."}
-{"_id": "LIN20231340", "title": "LIN Table of Contents", "text": "As of December 31, 2023, the company remained subject to examination in the following major tax jurisdictions for the tax years as indicated below: Major tax jurisdictions##Open Years North and South America## United States##2020 through 2023 Canada##2014 through 2023 Mexico##2014 through 2023 Brazil##2008 through 2023 Europe and Africa## France##2019 through 2023 Germany##2018 through 2023 Spain##2010 through 2023 United Kingdom##2021 through 2023 Asia and Australia## Australia##2019 through 2023 China##2018 through 2023 India##2006 through 2023 South Korea##2020 through 2023"}
-{"_id": "LIN20231342", "title": "LIN Table of Contents", "text": "The company is currently under audit in a number of jurisdictions. As a result, it is reasonably possible that some of these matters will conclude or reach the stage where a change in unrecognized income tax benefits may occur within the next twelve months. At the time new information becomes available, the company will record any adjustment to income tax expense as required. Final determinations, if any, are not expected to be material to the consolidated financial statements. The company is also subject to income taxes in many hundreds of state and local taxing jurisdictions that are open to tax examinations."}
-{"_id": "LIN20231363", "title": "LIN NOTE 6. EARNINGS PER SHARE \u2013 LINDE PLC SHAREHOLDERS", "text": "Basic and Diluted earnings per share - Linde plc shareholders is computed by dividing Income from continuing operations, Income from discontinued operations, net of tax, and Net income \u2013 Linde plc for the period by the weighted average number of either basic or diluted shares outstanding, as follows: ####2023####2022####2021 Numerator (Millions of dollars)############ Income from continuing operations##$##6,199##$##4,147##$##3,821 Income from discontinued operations, net of tax####\u2014####\u2014####5 Net Income \u2013 Linde plc##$##6,199##$##4,147##$##3,826 Denominator (Thousands of shares)############ Weighted average shares outstanding####487,656####499,254####516,507 Shares earned and issuable under compensation plans####535####482####389 Weighted average shares used in basic earnings per share####488,191####499,736####516,896 Effect of dilutive securities############ Stock options and awards####4,099####4,302####4,979 Weighted average shares used in diluted earnings per share####492,290####504,038####521,875 Basic earnings per share from continuing operations##$##12.70##$##8.30##$##7.39 Basic earnings per share from discontinued operations####\u2014####\u2014####0.01 Basic Earnings Per Share##$##12.70##$##8.30##$##7.40 Diluted earnings per share from continuing operations##$##12.59##$##8.23##$##7.32 Diluted earnings per share from discontinued operations####\u2014####\u2014####0.01 Diluted Earnings Per Share##$##12.59##$##8.23##$##7.33"}
-{"_id": "LIN20231364", "title": "LIN NOTE 6. EARNINGS PER SHARE \u2013 LINDE PLC SHAREHOLDERS", "text": "There were no antidilutive shares for the years ended December 31, 2023, 2022 and 2021."}
-{"_id": "LIN20231377", "title": "LIN Income Statement", "text": " (Millions of dollars) Year Ended December 31,####2023####2022####2021 Selling, General and Administrative############ Selling##$##1,330##$##1,295##$##1,342 General and administrative####1,965####1,812####1,847 ##$##3,295##$##3,107##$##3,189 Year Ended December 31,####2023####2022####2021 Depreciation and Amortization (a)############ Depreciation##$##3,266##$##3,633##$##3,912 Amortization of intangibles (Note 10)####550####571####723 Depreciation and Amortization##$##3,816##$##4,204##$##4,635"}
-{"_id": "LIN20231393", "title": "LIN Table of Contents", "text": " Year Ended December 31,####2023####2022####2021 Other Income (Expenses) \u2013 Net############ Currency related net gains (losses)##$##(47)##$##(18)##$##(29) Partnership income####2####18####13 Severance expense####(12)####(13)####(5) Asset divestiture gains (losses) \u2013 net####6####(9)####(31) Other \u2013 net gains (losses)####10####(40)####26 ##$##(41)##$##(62)##$##(26) Year Ended December 31,####2023####2022####2021 Interest Expense \u2013 Net############ Interest incurred on debt and other##$##480##$##277##$##227 Interest income####(197)####(117)####(40) Amortization on acquired debt####(16)####(35)####(53) Interest capitalized####(67)####(62)####(57) ##$##200##$##63##$##77"}
-{"_id": "LIN20231399", "title": "LIN Balance Sheet", "text": " (Millions of dollars) December 31,####2023####2022 Accounts Receivable######## Trade and Other receivables##$##5,175##$##4,964 Less: allowance for expected credit losses####(457)####(405) ##$##4,718##$##4,559"}
-{"_id": "LIN20231401", "title": "LIN Receivables", "text": "Linde applies loss rates that are lifetime expected credit losses at initial recognition of the receivables. These expected loss rates are based on an analysis of the actual historical default rates for each business, taking regional circumstances into account. If necessary, these historical default rates are adjusted to reflect the impact of current changes in the macroeconomic environment using forward-looking information. The loss rates are also evaluated based on the expectations of the responsible management team regarding the collectability of the receivables. Gross trade receivables aged less than one year were $4,667 million and $4,498 million at December 31, 2023 and December 31, 2022, respectively, and gross receivables aged greater than one year were $354 million and $321 million at December 31, 2023 and December 31, 2022, respectively. Gross other receivables were $154 million and $145 million at December 31, 2023 and December 31, 2022, respectively. Receivables aged greater than one year are generally fully reserved unless specific circumstances warrant exceptions, such as those backed by federal governments."}
-{"_id": "LIN20231409", "title": "LIN Receivables", "text": "Provisions for expected credit losses were $175 million, $163 million and $129 million for the twelve months ended December 31, 2023, 2022 and 2021, respectively. The allowance activity in the twelve months ended December 31, 2023 related to write-offs of uncollectible amounts, net of recoveries and currency movements is not material. December 31,####2023####2022 Inventories######## Raw materials and supplies##$##614##$##567 Work in process####390####368 Finished goods####1,111####1,043 ##$##2,115##$##1,978"}
-{"_id": "LIN20231444", "title": "LIN Table of Contents", "text": " December 31,####2023####2022 Prepaid and Other Current Assets######## Prepaid and other deferred charges (b)##$##583##$##597 VAT recoverable####178####225 Unrealized gains on derivatives (Note 12)####73####24 Other####93####104 ##$##927##$##950 December 31,####2023####2022 Other Long-term Assets######## Pension assets (Note 16)##$##380##$##661 Insurance contracts (c)####38####39 Long-term receivables, net (d)####163####164 Lease assets (Note 4)####938####872 Deposits####76####52 Investments carried at cost (e)####187####184 Deferred charges####60####66 Deferred income taxes (Note 5)####226####230 Unrealized gains on derivatives (Note 12)####8####4 Other####223####204 ##$##2,299##$##2,476 December 31,####2023####2022 Other Current Liabilities######## Accrued expenses##$##1,494##$##1,533 Payroll####678####614 VAT payable####253####259 Pension and postretirement (Note 16)####31####51 Interest payable####129####118 Lease liability (Note 4)####227####223 Insurance reserves####21####19 Unrealized losses on derivatives (Note 12)####41####23 Cost reduction programs and other charges (Note 3)####146####187 Other####1,136####1,055 ##$##4,156##$##4,082"}
-{"_id": "LIN20231476", "title": "LIN Table of Contents", "text": " December 31,####2023####2022 Other Long-term Liabilities######## Pension and postretirement (Note 16)##$##693##$##640 Tax liabilities for uncertain tax positions (Note 5)####216####248 Tax Act liabilities (f)####80####139 Lease liability (Note 4)####715####654 Interest and penalties for uncertain tax positions (Note 5)####14####35 Insurance reserves####54####52 Asset retirement obligation####305####305 Unrealized losses on derivatives (Note 12)####6####73 Cost reduction programs and other charges (Note 3)####68####133 Contingent liabilities (Note 17)####1,148####29 Other####505####487 ##$##3,804##$##2,795 December 31,####2023####2022 Deferred Credits######## Deferred income taxes (Note 5)##$##5,749##$##5,886 Contract liabilities (Note 19)####1,049####913 ##$##6,798##$##6,799 December 31,####2023####2022 Accumulated Other Comprehensive Income (Loss)######## Cumulative translation adjustment - net of taxes:######## Americas (g)##$##(3,618)##$##(3,942) EMEA (g)####(737)####(1,249) APAC (g)####(1,037)####(835) Engineering####(93)####(241) Other####113####483 ####(5,372)####(5,784) Derivatives \u2013 net of taxes####7####62 Pension/OPEB funded status obligation (net of $60 million tax benefit in 2023 and $(54) million tax obligation in 2022) (Note 16)####(440)####(60) ##$##(5,805)##$##(5,782)"}
-{"_id": "LIN20231477", "title": "LIN Table of Contents", "text": "(a)Depreciation and amortization expense in 2023 include $529 million and $462 million, respectively, of Linde AG purchase accounting impacts. In 2022, depreciation and amortization expense include $1,006 million and $474 million, respectively, of Linde AG purchase accounting impacts."}
-{"_id": "LIN20231478", "title": "LIN Table of Contents", "text": "(b) Includes estimated income tax payments of $173 million in 2023 and $164 million in 2022."}
-{"_id": "LIN20231479", "title": "LIN Table of Contents", "text": "(c) Consists primarily of insurance contracts and other investments to be utilized for non-qualified pension and OPEB obligations."}
-{"_id": "LIN20231480", "title": "LIN Table of Contents", "text": "(d) The balances at December 31, 2023 and 2022 are net of reserves of $42 million and $36 million, respectively. The amounts relate primarily to long-term notes receivable from customers in APAC, government receivables in Brazil and receivables from the sale of GIST."}
-{"_id": "LIN20231482", "title": "LIN Table of Contents", "text": "(e) Includes investments from the deconsolidation of Russian subsidiaries."}
-{"_id": "LIN20231484", "title": "LIN Table of Contents", "text": "(f) Represents tax payable related to the deemed repatriation tax pursuant to the U.S. Tax Cuts and Jobs Act of 2018. The company is required to fund the balance in annual installments through 2025."}
-{"_id": "LIN20231485", "title": "LIN Table of Contents", "text": "(g) Americas consists of currency translation adjustments primarily in Canada, Mexico, and Brazil. EMEA relates primarily to Germany, the U.K., the Netherlands, Hungary, Norway and Sweden. APAC relates primarily to China, South Korea, India and Australia."}
-{"_id": "LIN20231498", "title": "LIN NOTE 8. PROPERTY, PLANT AND EQUIPMENT \u2013 NET", "text": "Significant classes of property, plant and equipment are as follows: (Millions of dollars) December 31,##Depreciable Lives (Yrs)####2023####2022 Production plants (primarily 15-year life) (a)##10-20##$##33,071##$##30,554 Storage tanks##15-20####5,445####4,807 Transportation equipment and other##3-15####4,050####3,434 Cylinders##10-30####4,993####4,604 Buildings##25-40####3,275####3,002 Land and improvements (b)##0-20####1,087####1,047 Construction in progress######3,404####3,239 ######55,325####50,687 Less: accumulated depreciation######(30,773)####(27,139) ####$##24,552##$##23,548"}
-{"_id": "LIN20231499", "title": "LIN NOTE 8. PROPERTY, PLANT AND EQUIPMENT \u2013 NET", "text": "(a) Depreciable lives of production plants related to long-term customer supply contracts are generally consistent with the contract lives."}
-{"_id": "LIN20231500", "title": "LIN NOTE 8. PROPERTY, PLANT AND EQUIPMENT \u2013 NET", "text": "(b) Land is not depreciated."}
-{"_id": "LIN20231512", "title": "LIN NOTE 9. GOODWILL", "text": "Changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022 were as follows: (Millions of dollars)####Americas####EMEA####APAC####Engineering####Other####Total Balance, December 31, 2021##$##9,087##$##10,278##$##4,854##$##2,496##$##323##$##27,038 Acquisitions####44####28####\u2014####\u2014####\u2014####72 Foreign currency translation and other####5####(773)####(304)####(146)####(13)####(1,231) Disposals (Note 2 & Note 3)####\u2014####(41)####\u2014####(1)####(20)####(62) Balance, December 31, 2022####9,136####9,492####4,550####2,349####290####25,817 Acquisitions (Note 2)####550####\u2014####3####\u2014####\u2014####553 Foreign currency translation and other####17####347####(54)####73####3####386 Disposals####\u2014####(5)####\u2014####\u2014####\u2014####(5) Balance, December 31, 2023##$##9,703##$##9,834##$##4,499##$##2,422##$##293##$##26,751"}
-{"_id": "LIN20231514", "title": "LIN NOTE 9. GOODWILL", "text": "Linde performs its goodwill impairment tests annually as of October 1 or more frequently if events or circumstances indicate that an impairment loss may have been incurred. For the fourth quarter 2023 test, the company applied the FASB's accounting guidance which allows the company to first assess qualitative factors to determine the extent of additional quantitative analysis, if any, that may be required to test goodwill for impairment. Based on the qualitative assessments performed, the company concluded that it was more likely than not that the fair value of each reporting unit substantially exceeded its carrying value and therefore, further quantitative analysis was not required. As a result, no impairment was recorded. There were no indicators of impairment since the annual goodwill impairment test was performed through December 31, 2023."}
-{"_id": "LIN20231548", "title": "LIN NOTE 10. OTHER INTANGIBLE ASSETS", "text": "The following is a summary of Linde\u2019s other intangible assets at December 31, 2023 and 2022: (Millions of dollars) For the year ended December 31, 2023####Customer Relationships####Brands/Tradenames####Other Intangible Assets####Total Cost:################ Balance, December 31, 2022##$##11,062##$##2,565##$##1,697##$##15,324 Additions####258####6####50####314 Foreign currency translation####185####38####41####264 Disposals####(3)####\u2014####(20)####(23) Other *####(23)####\u2014####145####122 Balance, December 31, 2023####11,479####2,609####1,913####16,001 Less: accumulated amortization:################ Balance, December 31, 2022####(1,841)####(196)####(867)####(2,904) Amortization expense (Note 7)####(423)####(36)####(91)####(550) Foreign currency translation####(36)####(1)####(24)####(61) Disposals####\u2014####\u2014####21####21 Other *####30####\u2014####(138)####(108) Balance, December 31, 2023####(2,270)####(233)####(1,099)####(3,602) Net balance at December 31, 2023##$##9,209##$##2,376##$##814##$##12,399 (Millions of dollars) For the year ended December 31, 2022####Customer Relationships####Brands/Tradenames####Other Intangible Assets####Total Cost:################ Balance, December 31, 2021##$##11,859##$##2,685##$##1,629##$##16,173 Additions####19####\u2014####53####72 Foreign currency translation####(660)####(120)####(56)####(836) Disposals (Note 2)####(140)####\u2014####(45)####(185) Other *####(16)####\u2014####116####100 Balance, December 31, 2022####11,062####2,565####1,697####15,324 Less: accumulated amortization:################ Balance, December 31, 2021####(1,541)####(159)####(671)####(2,371) Amortization expense (Note 7)####(419)####(42)####(110)####(571) Foreign currency translation####80####5####13####98 Disposals (Note 2)####34####\u2014####16####50 Other *####5####\u2014####(115)####(110) Balance, December 31, 2022####(1,841)####(196)####(867)####(2,904) Net balance at December 31, 2022##$##9,221##$##2,369##$##830##$##12,420"}
-{"_id": "LIN20231549", "title": "LIN NOTE 10. OTHER INTANGIBLE ASSETS", "text": "*Other primarily relates to the write-off of fully amortized assets and reclassifications."}
-{"_id": "LIN20231551", "title": "LIN NOTE 10. OTHER INTANGIBLE ASSETS", "text": "There are no expected residual values related to these intangible assets. Amortization expense for the years ended December 31, 2023, 2022 and 2021 was $550 million, $571 million and $723 million, respectively. The remaining weighted-average amortization period for intangible assets is approximately 24 years."}
-{"_id": "LIN20231563", "title": "LIN NOTE 10. OTHER INTANGIBLE ASSETS", "text": "Total estimated annual amortization expense related to finite-lived intangibles is as follows: (Millions of dollars)#### 2024##$##578 2025####528 2026####516 2027####505 2028####492 Thereafter####8,035 Total amortization related to finite-lived intangible assets####10,654 Indefinite-lived intangible assets at December 31, 2023####1,745 Net intangible assets at December 31, 2023##$##12,399"}
-{"_id": "LIN20231607", "title": "LIN NOTE 11. DEBT", "text": "The following is a summary of Linde\u2019s outstanding debt at December 31, 2023 and 2022: (Millions of dollars)####December 31, 2023####December 31, 2022 SHORT-TERM######## Commercial paper##$##4,483##$##3,926 Other borrowings (primarily non U.S.)####230####191 Total short-term debt####4,713####4,117 LONG-TERM (a)######## (U.S. dollar denominated unless otherwise noted)######## 2.70% Notes due 2023 (c)####\u2014####501 2.00% Euro denominated notes due 2023 (d)####\u2014####699 5.875% GBP denominated notes due 2023 (d)####\u2014####367 1.20% Euro denominated notes due 2024####607####588 1.875% Euro denominated notes due 2024 (b)####332####324 4.800% Notes due 2024####300####299 4.700% Notes due 2025####599####598 2.65% Notes due 2025####399####400 1.625% Euro denominated notes due 2025####550####533 3.625% Euro denominated notes due 2025 (e)####551####\u2014 0.00% Euro denominated notes due 2026####774####751 3.20% Notes due 2026####724####724 3.434% Notes due 2026####198####198 1.652% Euro denominated notes due 2027####90####88 0.250% Euro denominated notes due 2027####827####802 1.00% Euro denominated notes due 2027####553####536 1.00% Euro denominated notes due 2028 (b)####780####749 3.375% Euro denominated notes due 2029 (e)####824####\u2014 1.10% Notes due 2030####697####696 1.90% Euro denominated notes due 2030####114####111 1.375% Euro denominated notes due 2031####829####803 0.550% Euro denominated notes due 2032####823####798 0.375% Euro denominated notes due 2033####546####529 3.625% Euro denominated notes due 2034 (e)####714####\u2014 1.625% Euro denominated notes due 2035####876####849 3.55% Notes due 2042####666####665 2.00% Notes due 2050####296####296 1.00% Euro denominated notes due 2051####755####731 Non U.S. borrowings####226####152 Other####10####10 ####14,660####13,797 Less: current portion of long-term debt####(1,263)####(1,599) Total long-term debt####13,397####12,198 Total debt##$##19,373##$##17,914"}
-{"_id": "LIN20231610", "title": "LIN ________________________", "text": "(a)Amounts are net of unamortized discounts, premiums and/or debt issuance costs as applicable."}
-{"_id": "LIN20231612", "title": "LIN Table of Contents", "text": "(b)December 31, 2023 and December 31, 2022 included a cumulative $46 million and $56 million adjustment to carrying value, respectively, related to hedge accounting of interest rate swaps, including related terminations. Refer to Note 12."}
-{"_id": "LIN20231613", "title": "LIN Table of Contents", "text": "(c)In February 2023, Linde repaid $500 million of 2.70% notes that became due."}
-{"_id": "LIN20231614", "title": "LIN Table of Contents", "text": "(d)In April 2023, Linde repaid \u20ac650 million of 2.00% notes and \u00a3300 million of 5.875% notes that became due."}
-{"_id": "LIN20231615", "title": "LIN Table of Contents", "text": "(e)In June 2023, Linde issued \u20ac500 million of 3.625% notes due in 2025, \u20ac750 million of 3.375% notes due in 2029 and \u20ac650 million of 3.625% notes due in 2034."}
-{"_id": "LIN20231617", "title": "LIN Credit Facilities", "text": "On December 7, 2022, the company and certain of its subsidiaries entered into an amended and restated unsecured revolving credit agreement (the \u201cFive Year Credit Agreement\u201d) with a syndicate of banking institutions. The Five Year Credit Agreement provides for total commitments of $5.0 billion, which may be increased up to $6.5 billion, subject to receipt of additional commitments and satisfaction of customary conditions. There are no financial maintenance covenants contained within the Credit Agreement. The revolving credit facility expires on December 7, 2027 with the option to request two one-year extensions of the expiration date."}
-{"_id": "LIN20231618", "title": "LIN Credit Facilities", "text": "In addition, on December 6, 2023, the company and certain of its subsidiaries entered into an unsecured 364-day revolving credit agreement (the \u201c364-Day Credit Agreement\u201d and, together with the Five Year Credit Agreement, the \u201cCredit Agreements\u201d) with a syndicate of banking institutions. The 364-Day Credit Agreement provides for total commitments of $1.5 billion. There are no financial maintenance covenants contained within the Credit Agreement. The 364-Day Credit Agreement expires on December 4, 2024 with the option to elect to have the entire principal balances outstanding under the Credit Agreement converted into non-revolving term loans, which will be due and payable one year after the commitment termination date."}
-{"_id": "LIN20231619", "title": "LIN Credit Facilities", "text": "No borrowings were outstanding under the Credit Agreements as of December 31, 2023."}
-{"_id": "LIN20231621", "title": "LIN Other Debt Information", "text": "The weighted-average interest rates of short-term borrowings outstanding were 4.8% and 3.2% as of December 31, 2023 and 2022, respectively."}
-{"_id": "LIN20231630", "title": "LIN Other Debt Information", "text": "Expected maturities of long-term debt are as follows: (Millions of dollars)#### 2024##$##1,263 2025####2,113 2026####1,733 2027####1,500 2028####835 Thereafter####7,216 ##$##14,660"}
-{"_id": "LIN20231631", "title": "LIN Other Debt Information", "text": "As of December 31, 2023, the amount of Linde's assets pledged as collateral was immaterial."}
-{"_id": "LIN20231633", "title": "LIN Other Debt Information", "text": "See Note 13 for the fair value information related to debt."}
-{"_id": "LIN20231636", "title": "LIN NOTE 12. FINANCIAL INSTRUMENTS", "text": "In its normal operations, Linde is exposed to market risks relating to fluctuations in interest rates, foreign currency exchange rates, energy and commodity costs. The objective of financial risk management at Linde is to minimize the negative impact of such fluctuations on the company\u2019s earnings and cash flows. To manage these risks, among other strategies, Linde routinely enters into various derivative financial instruments (\u201cderivatives\u201d) including interest-rate swap and treasury rate lock agreements, currency-swap agreements, forward contracts, currency options, and commodity-swap agreements. These instruments are not entered into for trading purposes and Linde only uses commonly traded and non-leveraged instruments."}
-{"_id": "LIN20231637", "title": "LIN NOTE 12. FINANCIAL INSTRUMENTS", "text": "There are three types of derivatives that the company enters into: (i) those relating to fair-value exposures, (ii) those relating to cash-flow exposures, and (iii) those relating to foreign currency net investment exposures. Fair-value exposures relate to recognized assets or liabilities, and firm commitments; cash-flow exposures relate to the variability of future cash flows associated with recognized assets or liabilities, or forecasted transactions; and net investment exposures relate to the impact of foreign currency exchange rate changes on the carrying value of net assets denominated in foreign currencies."}
-{"_id": "LIN20231638", "title": "LIN NOTE 12. FINANCIAL INSTRUMENTS", "text": "When a derivative is executed and hedge accounting is appropriate, it is designated as either a fair-value hedge, cash-flow hedge, or a net investment hedge. Currently, Linde designates all interest-rate and treasury rate locks as hedges for accounting purposes; however, cross-currency contracts are generally not designated as hedges for accounting purposes. Certain currency contracts related to forecasted transactions are designated as hedges for accounting purposes. Whether designated as hedges for accounting purposes or not, all derivatives are linked to an appropriate underlying exposure. On an ongoing basis, the company assesses the hedge effectiveness of all derivatives designated as hedges for accounting purposes to determine if they continue to be highly effective in offsetting changes in fair values or cash flows of the underlying hedged items. If it is determined that the hedge is not highly effective, through the use of a qualitative assessment, then hedge accounting will be discontinued prospectively."}
-{"_id": "LIN20231639", "title": "LIN NOTE 12. FINANCIAL INSTRUMENTS", "text": "Counterparties to Linde\u2019s derivatives are major banking institutions with credit ratings of investment grade or better. The company has Credit Support Annexes (\"CSAs\") in place for certain entities with their principal counterparties to minimize potential default risk and to mitigate counterparty risk. Under the CSAs, the fair values of derivatives for the purpose of interest rate and currency management are collateralized with cash on a regular basis. As of December 31, 2023, the impact of such collateral posting arrangements on the fair value of derivatives was insignificant. Management believes the risk of incurring losses on derivative contracts related to credit risk is remote and any losses would be immaterial."}
-{"_id": "LIN20231658", "title": "LIN NOTE 12. FINANCIAL INSTRUMENTS", "text": "The following table is a summary of the notional amount and fair value of derivatives outstanding at December 31, 2023 and 2022 for consolidated subsidiaries: ######################Fair Value########## (Millions of dollars)######Notional Amounts##########Assets (a)############Liabilities (a)#### December 31,####2023######2022####2023######2022######2023######2022 Derivatives Not Designated as Hedging Instruments:################################ Currency contracts:################################ Balance sheet items##$##4,567####$##3,056##$##46####$##13####$##26####$##7 Forecasted transactions####335######449####11######9######6######9 Cross-currency swaps####\u2014######42####\u2014######\u2014######\u2014######1 Commodity contracts####N/A######N/A####\u2014######\u2014######\u2014######\u2014 Total##$##4,902####$##3,547##$##57####$##22####$##32####$##17 Derivatives Designated as Hedging Instruments:################################ Currency contracts:################################ Forecasted transactions##$##749####$##323##$##20####$##6####$##4####$##5 Commodity contracts####N/A######N/A####3######\u2014######7######4 Interest rate swaps####1,214######856####1######\u2014######4######70 Total Hedges##$##1,963####$##1,179##$##24####$##6####$##15####$##79 Total Derivatives##$##6,865####$##4,726##$##81####$##28####$##47####$##96"}
-{"_id": "LIN20231660", "title": "LIN Table of Contents", "text": "(a) Amounts at December 31, 2023 and 2022 included current assets of $73 million and $24 million, which are recorded in prepaid and other current assets; long-term assets of $8 million and $4 million, which are recorded in other long-term assets; current liabilities of $41 million and $23 million, which are recorded in other current liabilities; and long-term liabilities of $6 million and $73 million, which are recorded in other long-term liabilities."}
-{"_id": "LIN20231662", "title": "LIN Balance Sheet Items", "text": "Foreign currency contracts related to balance sheet items consist of forward contracts entered into to manage the exposure to fluctuations in foreign-currency exchange rates on recorded balance sheet assets and liabilities denominated in currencies other than the functional currency of the related operating unit. Certain forward currency contracts are entered into to protect underlying monetary assets and liabilities denominated in foreign currencies from foreign exchange risk and are not designated as hedging instruments. For balance sheet items that are not designated as hedging instruments, the fair value adjustments on these contracts are offset by the fair value adjustments recorded on the underlying monetary assets and liabilities."}
-{"_id": "LIN20231664", "title": "LIN Forecasted Transactions", "text": "Foreign currency contracts related to forecasted transactions consist of forward contracts entered into to manage the exposure to fluctuations in foreign-currency exchange rates on (1) forecasted purchases of capital-related equipment and services, (2) forecasted sales, or (3) other forecasted cash flows denominated in currencies other than the functional currency of the related operating units. For forecasted transactions that are designated as cash flow hedges, fair value adjustments are recorded to accumulated other comprehensive income (loss) with deferred amounts reclassified to earnings over the same time period as the income statement impact of the associated purchase. For forecasted transactions that do not qualify for cash flow hedging relationships, fair value adjustments are recorded directly to earnings. Linde is hedging forecasted transactions for a maximum period of three years."}
-{"_id": "LIN20231666", "title": "LIN Cross-Currency Swaps", "text": "Cross-currency interest rate swaps are entered into to limit the foreign currency risk of future principal and interest cash flows associated with intercompany loans, and to a more limited extent bonds, denominated in non-functional currencies. The fair value adjustments on the cross-currency swaps are recorded to earnings, where they are offset by fair value adjustments on the underlying intercompany loan or bond."}
-{"_id": "LIN20231668", "title": "LIN Commodity Contracts", "text": "Commodity contracts are entered into to manage the exposure to fluctuations in commodity prices, which arise in the normal course of business from its procurement transactions. To reduce the extent of this risk, Linde enters into a limited number of electricity, natural gas, and propane gas derivatives. For forecasted transactions that are designated as cash flow hedges, fair value adjustments are recorded to accumulated other comprehensive income (loss) with deferred amounts reclassified to earnings over the same time period as the income statement impact of the associated purchase. Linde is hedging commodity contracts for a maximum period of three years."}
-{"_id": "LIN20231670", "title": "LIN Net Investment Hedges", "text": "As of December 31, 2023, Linde has \u20ac10.7 billion ($11.7 billion) Euro-denominated notes and intercompany loans and \u00a54.7 billion ($0.7 billion) CNY-denominated intercompany loans that are designated as hedges of the net investment positions in certain foreign operations. Since hedge inception, the deferred gain recorded within cumulative translation adjustment component of accumulated other comprehensive income (loss) in the consolidated balance sheet is $45 million (deferred loss of $305 million in the consolidated statement of comprehensive income for the year ended December 31, 2023)."}
-{"_id": "LIN20231671", "title": "LIN Net Investment Hedges", "text": "As of December 31, 2023, exchange rate movements relating to previously designated hedges that remain in accumulated other comprehensive income (loss) is a gain of $56 million. These movements will remain in accumulated other comprehensive income (loss), until appropriate, such as upon sale or liquidation of the related foreign operations at which time amounts will be reclassified to the consolidated statements of income."}
-{"_id": "LIN20231674", "title": "LIN Interest Rate Swaps", "text": "Linde uses interest rate swaps to hedge the exposure to changes in the fair value of financial assets and financial liabilities as a result of interest rate changes. These interest rate swaps effectively convert fixed-rate interest exposures to variable rates; fair value adjustments are recognized in earnings along with an equally offsetting charge/benefit to earnings for the changes in the fair value of the underlying financial asset or financial liability (see Note 11). Certain interest rate swaps in a designated fair value hedge relationship were terminated during 2023. Upon termination, adjustments are no longer recorded to the hedged items for changes in respective fair values attributable to the risk being hedged. The unrecognized"}
-{"_id": "LIN20231676", "title": "LIN Table of Contents", "text": "loss on the terminated interest rate swaps is shown as a discount to long-term debt of $56 million, and will be amortized to interest expense over the remaining life of the debt, which extends through April 2028."}
-{"_id": "LIN20231677", "title": "LIN Table of Contents", "text": "In addition, as of December 31, 2023, Linde is using interest rate swaps with a notional value of \u20ac1 billion to hedge the variability of future cash flows of forecasted transactions due to interest rate risk and has designated this as a cash flow hedge."}
-{"_id": "LIN20231687", "title": "LIN Derivatives Impact on Consolidated Statements of Income", "text": "The following table summarizes the impact of the company's derivatives on the consolidated statements of income: (Millions of dollars)########Amount of Pre-Tax Gain (Loss) Recognized in Earnings *#### December 31,####2023####2022####2021 Derivatives Not Designated as Hedging Instruments############ Currency contracts:############ Balance sheet items:############ Debt-related##$##91##$##12##$##42 Other balance sheet items####(1)####8####(5) Total##$##90##$##20##$##38"}
-{"_id": "LIN20231688", "title": "LIN Derivatives Impact on Consolidated Statements of Income", "text": "* The gains (losses) on balance sheet items are offset by gains (losses) recorded on the underlying hedged assets and liabilities. Accordingly, the gains (losses) for the derivatives and the underlying hedged assets and liabilities related to debt items are recorded in the consolidated statements of income as interest expense-net. Other balance sheet items and anticipated net income gains (losses) are recorded in the consolidated statements of income as other income (expenses)-net."}
-{"_id": "LIN20231689", "title": "LIN Derivatives Impact on Consolidated Statements of Income", "text": "The amounts of gain or loss recognized in accumulated other comprehensive income (loss) and reclassified to the consolidated statement of income was not material for the years ended December 31, 2023, 2022, and 2021. Net impacts expected to be reclassified to earnings during the next twelve months are also not material."}
-{"_id": "LIN20231691", "title": "LIN NOTE 13. FAIR VALUE DISCLOSURES", "text": "The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as follows:"}
-{"_id": "LIN20231692", "title": "LIN NOTE 13. FAIR VALUE DISCLOSURES", "text": "Level 1 \u2013 quoted prices in active markets for identical assets or liabilities"}
-{"_id": "LIN20231693", "title": "LIN NOTE 13. FAIR VALUE DISCLOSURES", "text": "Level 2 \u2013 quoted prices for similar assets and liabilities in active markets or inputs that are observable"}
-{"_id": "LIN20231694", "title": "LIN NOTE 13. FAIR VALUE DISCLOSURES", "text": "Level 3 \u2013 inputs that are unobservable (for example cash flow modeling inputs based on assumptions)"}
-{"_id": "LIN20231695", "title": "LIN NOTE 13. FAIR VALUE DISCLOSURES", "text": "Assets and Liabilities Measured at Fair Value on a Recurring Basis"}
-{"_id": "LIN20231705", "title": "LIN NOTE 13. FAIR VALUE DISCLOSURES", "text": "The following table summarizes assets and liabilities measured at fair value on a recurring basis at December 31, 2023 and 2022: ################Fair Value Measurements Using############## (Millions of dollars)######Level 1##########Level 2##########Level 3#### ####2023######2022####2023######2022####2023######2022 Assets############################## Derivative assets##$##\u2014####$##\u2014##$##81####$##28##$##\u2014####$##\u2014 Investments and securities *####16######20####\u2014######\u2014####12######13 Total##$##16####$##20##$##81####$##28##$##12####$##13 Liabilities############################## Derivative liabilities##$##\u2014####$##\u2014##$##47####$##96##$##\u2014####$##\u2014"}
-{"_id": "LIN20231706", "title": "LIN NOTE 13. FAIR VALUE DISCLOSURES", "text": "*Investments and securities are recorded in prepaid and other current assets and other long-term assets in the company's consolidated balance sheets."}
-{"_id": "LIN20231708", "title": "LIN NOTE 13. FAIR VALUE DISCLOSURES", "text": "Level 1 investments and securities are marketable securities traded on an exchange. Level 2 investments are based on market prices obtained from independent brokers or determined using quantitative models that use as their basis readily observable market parameters that are actively quoted and can be validated through external sources, including third-party pricing services, brokers and market transactions. Level 3 investments and securities consist of a venture fund. For the"}
-{"_id": "LIN20231710", "title": "LIN Table of Contents", "text": "valuation, Linde uses the net asset value received as part of the fund's quarterly reporting, which for the most part is not based on quoted prices in active markets. In order to reflect current market conditions, Linde proportionally adjusts these by observable market data (stock exchange prices) or current transaction prices."}
-{"_id": "LIN20231711", "title": "LIN Table of Contents", "text": "Changes in level 3 investments and securities were immaterial."}
-{"_id": "LIN20231712", "title": "LIN Table of Contents", "text": "The fair value of cash and cash equivalents, short-term debt, accounts receivable-net, and accounts payable approximate carrying value because of the short-term maturities of these instruments."}
-{"_id": "LIN20231713", "title": "LIN Table of Contents", "text": "The fair value of long-term debt is estimated based on the quoted market prices for the same or similar issues. Long-term debt is categorized within Level 2 of the fair value hierarchy. At December 31, 2023, the estimated fair value of Linde\u2019s long-term debt portfolio was $13,337 million versus a carrying value of $14,660 million. At December 31, 2022 the estimated fair value of Linde\u2019s long-term debt portfolio was $11,994 million versus a carrying value of $13,797 million. Differences between the carrying value and the fair value are attributable to fluctuations in interest rates subsequent to when the debt was issued and relative to stated coupon rates."}
-{"_id": "LIN20231716", "title": "LIN Linde plc Shareholders\u2019 Equity", "text": "On March 1, 2023, in connection with the shareholder approved intercompany reorganization that resulted in the delisting of old Linde plc from the New York Stock Exchange (NYSE) and the Frankfurt Stock Exchange (FSE), and the subsequent relisting of new Linde plc to the NYSE, Linde shareholders automatically received one share of the new holding company in exchange for each share of Linde plc that was previously owned. The company issued 490,766,972 new Linde shares. Linde plc's historical treasury shares were immediately canceled which resulted in an approximate $15 billion decrease in treasury shares and retained earnings in Shareholders' Equity. On November 7, 2023, Linde plc transferred the listing of its ordinary shares from the NYSE to the Nasdaq, and continued trading under the ticker symbol \"LIN\"."}
-{"_id": "LIN20231717", "title": "LIN Linde plc Shareholders\u2019 Equity", "text": "At December 31, 2023 and 2022, Linde has total authorized share capital of \u20ac1,825,000 divided into 1,750,000,000 ordinary shares of \u20ac0.001 each, 25,000 A ordinary shares of \u20ac1.00 each, 25,000 deferred shares of \u20ac1.00 each and 25,000,000 preferred shares of \u20ac0.001 each."}
-{"_id": "LIN20231718", "title": "LIN Linde plc Shareholders\u2019 Equity", "text": "At December 31, 2023 there were 490,766,972 and 482,445,145 of Linde plc ordinary shares issued and outstanding, respectively. At December 31, 2023 there were no shares of A ordinary shares, deferred shares or preferred shares issued or outstanding."}
-{"_id": "LIN20231719", "title": "LIN Linde plc Shareholders\u2019 Equity", "text": "At December 31, 2022 there were 552,012,862 and 492,457,627 of Linde plc ordinary shares issued and outstanding, respectively. At December 31, 2022, there were no shares of A ordinary shares, deferred shares or preferred shares issued or outstanding."}
-{"_id": "LIN20231720", "title": "LIN Linde plc Shareholders\u2019 Equity", "text": "Linde\u2019s Board of Directors may from time to time authorize the issuance of one or more series of preferred stock and, in connection with the creation of such series, determine the characteristics of each such series including, without limitation, the preference and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions of the series."}
-{"_id": "LIN20231722", "title": "LIN Other Linde plc Ordinary Share and Treasury Share Transactions", "text": "Linde may issue new ordinary shares for dividend reinvestment and stock purchase plans and employee savings and incentive plans. No new ordinary shares were issued in 2023, 2022 and 2021."}
-{"_id": "LIN20231723", "title": "LIN Other Linde plc Ordinary Share and Treasury Share Transactions", "text": "On January 22, 2019 the company\u2019s board of directors approved the additional repurchase of $6.0 billion of its ordinary shares under which Linde had repurchased 24,847,354 shares through December 31, 2021. Linde completed the repurchases under this program in the first quarter of 2021."}
-{"_id": "LIN20231724", "title": "LIN Other Linde plc Ordinary Share and Treasury Share Transactions", "text": "On January 25, 2021 the company's board of directors approved the additional repurchase of $5.0 billion of its ordinary shares under which Linde had repurchased 16,662,678 shares through December 31, 2022. Linde completed the repurchases under this program in the first quarter of 2022."}
-{"_id": "LIN20231725", "title": "LIN Other Linde plc Ordinary Share and Treasury Share Transactions", "text": "On February 28, 2022, the company's board of directors authorized a new share repurchase program for up to $10.0 billion of its ordinary shares (\"2022 program\") under which Linde had repurchased 26,411,514 shares through December 31, 2023. This program expires on July 31, 2024."}
-{"_id": "LIN20231727", "title": "LIN Other Linde plc Ordinary Share and Treasury Share Transactions", "text": "On October 23, 2023, the company's board of directors approved a new share repurchase program for up to $15.0 billion of its ordinary shares (\"2023 program\") under which Linde has no repurchases as of December 31, 2023. This program will"}
-{"_id": "LIN20231729", "title": "LIN Table of Contents", "text": "terminate on the earlier of the date as the maximum authority under the 2023 program is reached or the board terminates the 2023 program."}
-{"_id": "LIN20231731", "title": "LIN Noncontrolling Interests", "text": "Noncontrolling interest ownership changes are presented within the consolidated statements of equity. 2022 includes the impact of deconsolidating the company's Russian gas and engineering business entities (see Note 3)."}
-{"_id": "LIN20231734", "title": "LIN Redeemable Noncontrolling Interests", "text": "Noncontrolling interests with redemption features, such as put/sell options, that are not solely within the company\u2019s control (\u201credeemable noncontrolling interests\u201d) are reported separately in the consolidated balance sheets at the greater of carrying value or redemption value. For redeemable noncontrolling interests that are not yet exercisable, Linde calculates the redemption value by accreting the carrying value to the redemption value over the period until exercisable. If the redemption value is greater than the carrying value, any increase is adjusted directly to retained earnings and does not impact net income. At December 31, 2023 and 2022, the redeemable noncontrolling interest balance includes an industrial gas business in EMEA where the noncontrolling shareholders have put options."}
-{"_id": "LIN20231737", "title": "LIN NOTE 15. SHARE-BASED COMPENSATION", "text": "Share-based compensation expense was $141 million in 2023 ($107 million and $128 million in 2022 and 2021, respectively). The related income tax benefit recognized was $88 million in 2023 ($64 million and $64 million in 2022 and 2021, respectively). The expense was primarily recorded in selling, general and administrative expenses and no share-based compensation expense was capitalized."}
-{"_id": "LIN20231739", "title": "LIN Summary of Plans", "text": "The 2021 Linde plc Long Term Incentive Plan (the \u201c2021 Plan\") was adopted by the Board of Directors and shareholders of Linde plc on July 26, 2021. The 2021 Plan permits awards of stock options, stock appreciation rights, restricted stock and restricted stock units, performance-based stock units and other equity awards to eligible officer and non-officer employees and non-employee directors of the company and its affiliates. As of December 31, 2023, 7,661,431 shares remained available for equity grants under the 2021 Plan, of which 2,452,443 shares may be granted as awards other than options or stock appreciation rights."}
-{"_id": "LIN20231740", "title": "LIN Summary of Plans", "text": "Exercise prices for options granted under the 2021 Plan may not be less than the closing market price of the company\u2019s ordinary shares on the date of grant and granted options may not be re-priced or exchanged without shareholder approval. Options granted under the 2021 Plan subject only to time vesting requirements may become partially exercisable after a minimum of one year after the date of grant but may not become fully exercisable until at least three years have elapsed from the date of grant, and all options have a maximum duration of ten years."}
-{"_id": "LIN20231741", "title": "LIN Summary of Plans", "text": "In order to satisfy option exercises and other equity grants, the company may issue authorized but previously unissued shares or it may issue treasury shares."}
-{"_id": "LIN20231743", "title": "LIN Stock Option Fair Value", "text": "The company utilizes the Black-Scholes Options-Pricing Model to determine the fair value of stock options consistent with that used in prior years. Management is required to make certain assumptions with respect to selected model inputs, including anticipated changes in the underlying stock price (i.e., expected volatility) and option exercise activity (i.e., expected life). Expected volatility is based on the historical volatility of the company\u2019s stock over the most recent period commensurate with the estimated expected life of the company\u2019s stock options and other factors. The expected life of options granted, which represents the period of time that the options are expected to be outstanding, is based primarily on historical exercise experience. The expected dividend yield is based on the company\u2019s most recent history and expectation of dividend payouts. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for a period commensurate with the estimated expected life. If factors change and result in different assumptions in future periods, the stock option expense that the company records for future grants may differ significantly from what the company has recorded in the current period."}
-{"_id": "LIN20231744", "title": "LIN Stock Option Fair Value", "text": "The weighted-average fair value of options granted during 2023 was $83.69 ($45.07 in 2022 and $37.80 in 2021) based on the Black-Scholes Options-Pricing model. The increase in the grant date fair value year-over-year is primarily attributable to the increase in the stock price."}
-{"_id": "LIN20231750", "title": "LIN Stock Option Fair Value", "text": "The following weighted-average assumptions were used to value the grants in 2023, 2022 and 2021: Year Ended December 31,##2023####2022####2021## Dividend yield##1.4##%##1.7##%##1.7##% Volatility##22.0##%##20.6##%##18.4##% Risk-free interest rate##4.23##%##1.70##%##1.10##% Expected term years##5####5####6##"}
-{"_id": "LIN20231760", "title": "LIN Stock Option Fair Value", "text": "The following table summarizes option activity under the plans as of December 31, 2023 and changes during the period then ended (averages are calculated on a weighted basis; life in years; intrinsic value expressed in millions): Table of Contents Activity##Number of Options (000\u2019s)####Average Exercise Price##Average Remaining Life####Aggregate Intrinsic Value Outstanding at January 1, 2023##6,720##$##164.03###### Granted##361####354.16###### Exercised##(1,225)####137.78###### Cancelled or expired##(31)####311.86###### Outstanding at December 31, 2023##5,825##$##180.58##5.0##$##1,341 Exercisable at December 31, 2023##4,926##$##159.18##4.4##$##1,239"}
-{"_id": "LIN20231761", "title": "LIN Stock Option Fair Value", "text": "The aggregate intrinsic value represents the difference between the company\u2019s closing stock price of $410.71 as of December 31, 2023 and the exercise price multiplied by the number of in the money options outstanding as of that date. The total intrinsic value of stock options exercised during 2023 was $283 million ($176 million and $294 million in 2022 and 2021, respectively)."}
-{"_id": "LIN20231762", "title": "LIN Stock Option Fair Value", "text": "Cash received from option exercises under all share-based payment arrangements for 2023 was $33 million ($36 million and $50 million in 2022 and 2021, respectively). The cash tax benefit realized from share-based compensation totaled $86 million for 2023 ($61 million and $64 million cash tax benefit in 2022 and 2021, respectively)."}
-{"_id": "LIN20231763", "title": "LIN Stock Option Fair Value", "text": "As of December 31, 2023, $17 million of unrecognized compensation cost related to non-vested stock options is expected to be recognized over a weighted-average period of approximately 1 year."}
-{"_id": "LIN20231765", "title": "LIN Performance-Based and Restricted Stock Unit Awards", "text": "In 2023, the company granted 341,915 performance-based stock unit awards under the 2021 Plan to senior management that vest, subject to the attainment of pre-established minimum performance criteria, principally on the third anniversary of their date of grant. These awards are tied to either after tax return on capital (\"ROC\") performance or relative total shareholder return (\"TSR\") performance versus that of a blended group of companies that is comprised of the S&P 500, excluding the Financial sector, and Eurofirst 300. The actual number of shares issued in settlement of a vested award can range from zero to 200 percent of the target number of shares granted based upon the company\u2019s attainment of specified performance targets at the end of a three-year period. Compensation expense related to these awards is recognized over the three-year performance period based on the fair value of the closing market price of the company\u2019s ordinary shares on the date of the grant and the estimated performance that will be achieved. Compensation expense for ROC awards will be adjusted during the three-year performance period based upon the estimated performance levels that will be achieved. TSR awards are measured at their grant date fair value and not subsequently re-measured. The number of performance-based stock unit awards granted in 2023 includes an increase of 201,120 stock units to the target number of performance-based awards originally granted in 2020, as these awards achieved a higher payout factor upon completion of the three-year performance period."}
-{"_id": "LIN20231766", "title": "LIN Performance-Based and Restricted Stock Unit Awards", "text": "The weighted-average fair value of ROC awards granted in 2023 was $340.80 ($257.63 in 2022 and $241.10 in 2021). These fair values are based on the closing market price of Linde's ordinary shares on the grant date adjusted for dividends that will not be paid during the vesting period."}
-{"_id": "LIN20231767", "title": "LIN Performance-Based and Restricted Stock Unit Awards", "text": "The weighted-average fair value of TSR awards granted in 2023 was $489.33 ($301.42 in 2022 and $301.04 in 2021) and was estimated using a Monte Carlo simulation performed as of the grant date."}
-{"_id": "LIN20231768", "title": "LIN Performance-Based and Restricted Stock Unit Awards", "text": "There were 160,839 restricted stock units granted to employees by Linde during 2023. The weighted-average fair value of restricted stock units granted during 2023 was $332.69 ($260.27 in 2022 and $242.60 in 2021). These fair values are based on the closing market price of Linde's ordinary shares on the grant date adjusted for dividends that will not be paid during the vesting period. Compensation expense related to the restricted stock units is recognized over the vesting period."}
-{"_id": "LIN20231778", "title": "LIN Performance-Based and Restricted Stock Unit Awards", "text": "The following table summarizes non-vested performance-based and restricted stock unit award activity as of December 31, 2023 and changes during the period then ended (shares based on target amounts, averages are calculated on a weighted basis): Table of Contents ####Performance-Based########Restricted Stock#### ##Number of Shares (000\u2019s)######Average Grant Date Fair Value##Number of Shares (000\u2019s)######Average Grant Date Fair Value Non-vested at January 1, 2023##583####$##226.04##646####$##190.33 Granted##342######385.10##161######332.69 Vested##(340)######174.99##(154)######176.06 Cancelled and Forfeited##(13)######156.14##(15)######163.12 Non-vested at December 31, 2023##572####$##281.11##638####$##232.15"}
-{"_id": "LIN20231779", "title": "LIN Performance-Based and Restricted Stock Unit Awards", "text": "There are approximately 11 thousand performance-based stock units and 17 thousand restricted stock units that are non-vested at December 31, 2023 which will be settled in cash due to foreign regulatory limitations. The liability related to these grants reflects the current estimate of performance that will be achieved and the current share price."}
-{"_id": "LIN20231780", "title": "LIN Performance-Based and Restricted Stock Unit Awards", "text": "As of December 31, 2023, $48 million of unrecognized compensation cost related to performance-based awards and $42 million of unrecognized compensation cost related to the restricted stock unit awards is expected to be recognized primarily through the first quarter of 2026."}
-{"_id": "LIN20231782", "title": "LIN NOTE 16. RETIREMENT PROGRAMS", "text": "Defined Benefit Pension Plans - U.S."}
-{"_id": "LIN20231783", "title": "LIN NOTE 16. RETIREMENT PROGRAMS", "text": "The Linde retirement plans are non-contributory defined benefit plans covering eligible employees and its participating affiliates. Effective July 1, 2002, the Linde U.S. Pension Plan was amended to give participating employees a one-time irrevocable choice between a traditional benefit (the \u201cTraditional Design\u201d) and an account-based benefit (the \u201cAccount-Based Design\u201d). The Traditional Design pays a monthly benefit based on years of service and average pay during the last years of the participant\u2019s career with Linde. The Account-Based Design gives participants annual pay credits equal to 4% of eligible compensation, plus interest credits based on long-term treasury rates on the accumulated account balance. This new formula applies to all new employees hired after April 30, 2002 into businesses adopting this plan. The U.S. pension plan assets are comprised of a diversified mix of investments, including corporate equities, government securities and corporate debt securities. Linde has several plans that provide supplementary retirement benefits primarily to higher level employees that are unfunded and are nonqualified for federal tax purposes. Pension coverage for employees of certain of Linde\u2019s non-U.S. subsidiaries generally is provided by those companies through separate plans. Obligations under such plans are primarily provided for through diversified investment portfolios, with some smaller plans provided for under insurance policies or by book reserves."}
-{"_id": "LIN20231784", "title": "LIN NOTE 16. RETIREMENT PROGRAMS", "text": "Defined Benefit Pension Plans - Non-U.S."}
-{"_id": "LIN20231785", "title": "LIN NOTE 16. RETIREMENT PROGRAMS", "text": "Linde has Non-U.S., defined benefit commitments primarily in Germany and the U.K that include pension plan assets comprised of a diversified mix of investments. The defined benefit commitments in Germany relate to old age pensions, invalidity pensions and surviving dependents pensions. These commitments also take into account vested rights for periods of service prior to January 1, 2002 based on earlier final-salary pension plan rules. In addition, there are direct commitments in respect of the salary conversion scheme for the form of cash balance plans. The resulting pension payments are calculated on the basis of an interest guarantee and the performance of the corresponding investment. There are no minimum funding requirements. The pension obligations in Germany are partly funded by a Contractual Trust Agreement (CTA). Defined benefit commitments in the U.K. prior to July 1, 2003 are earnings-related and dependent on the period of service. Such commitments relate to old age pensions, invalidity pensions and surviving dependents pensions. Beginning in April 1, 2011, the amount of future increases in inflation-linked pensions and of increases in pensionable emoluments was restricted."}
-{"_id": "LIN20231788", "title": "LIN Multi-employer Pension Plans", "text": "In the United States Linde participates in eight multi-employer defined benefit pension plans (\"MEPs\"), pursuant to the terms of collective bargaining agreements, that cover approximately 200 union-represented employees. The collective bargaining agreements expire on different dates through 2028. In connection with such agreements, the company is required to make periodic contributions to the MEPs in accordance with the terms of the respective collective bargaining agreements. Linde\u2019s participation in these plans is not material either at the plan level or in the aggregate. For all MEPs, Linde\u2019s contributions were significantly less than 1% of the total contributions to each plan for 2022 and 2021. Total 2023 contributions were not yet available from the MEPs."}
-{"_id": "LIN20231790", "title": "LIN Table of Contents", "text": "Linde has obtained the most recently available Pension Protection Act (\"PPA\") annual funding notices from the Trustees of the MEPs. As of December 31, 2023, there were two Red Zone plans, deemed to be in \"critical\" or \"critical and declining\" status that have implemented financial improvement or rehabilitation plans. Linde does not currently anticipate significant future obligations due to the funding status of these plans and any such obligation would be immaterial. If Linde determined it was probable that it would withdraw from an MEP, the company would record a liability for its portion of the MEP\u2019s unfunded pension obligations, as calculated at that time. Historically, such withdrawal payments have not been significant."}
-{"_id": "LIN20231792", "title": "LIN Defined Contribution Plans", "text": "Linde\u2019s U.S. employees are eligible to participate in defined contribution savings plans offered by their applicable business. Employee contribution percentages vary by plan and are subject to the maximum allowable by IRS regulations. The cost for these defined contribution plans was $59 million in 2023, $56 million in 2022 and $51 million in 2021 (these costs are not included in the tables that follow)."}
-{"_id": "LIN20231793", "title": "LIN Defined Contribution Plans", "text": "The defined contribution plans include a non-leveraged employee stock ownership plan (\"ESOP\") which covers all employees participating in this plan. The collective number of shares of Linde ordinary shares in the ESOP totaled 1,660,694 at December 31, 2023."}
-{"_id": "LIN20231794", "title": "LIN Defined Contribution Plans", "text": "Certain non-U.S. subsidiaries of the company also sponsor defined contribution plans where contributions are determined under various formulas. The expense for these plans was $60 million in 2023, $80 million in 2022 and $101 million in 2021 (these expenses are not included in the tables that follow)."}
-{"_id": "LIN20231796", "title": "LIN Postretirement Benefits Other Than Pensions (OPEB)", "text": "Linde provides health care and life insurance benefits to certain eligible retired employees. These benefits are provided through various insurance companies and healthcare providers. The company does not currently fund its postretirement benefits obligations. Linde\u2019s retiree plans may be changed or terminated by Linde at any time for any reason with no liability to current or future retirees."}
-{"_id": "LIN20231797", "title": "LIN Postretirement Benefits Other Than Pensions (OPEB)", "text": "Linde uses a measurement date of December 31 for its pension and other post-retirement benefit plans."}
-{"_id": "LIN20231810", "title": "LIN Pension and Postretirement Benefit Costs", "text": "The components of net pension and postretirement benefits other than pension (\"OPEB\") costs for 2023, 2022 and 2021 are shown in the table below: (Millions of dollars)########Year Ended December 31,#### ####2023####2022####2021 Amount recognized in Operating Profit############ Service cost##$##84##$##127##$##157 Amount recognized in Net pension and OPEB cost (benefit), excluding service cost############ Interest cost####373####201####154 Expected return on plan assets####(523)####(518)####(521) Net amortization and deferral####(30)####74####171 Settlement charges (a)####16####6####4 ##$##(164)##$##(237)##$##(192) Net periodic benefit cost (benefit)##$##(80)##$##(110)##$##(35)"}
-{"_id": "LIN20231811", "title": "LIN Pension and Postretirement Benefit Costs", "text": "(a) Settlement charges were triggered by lump sum benefit payments."}
-{"_id": "LIN20231849", "title": "LIN Table of Contents", "text": "Changes in the benefit obligation and plan assets for Linde\u2019s pension and OPEB programs, including reconciliation of the funded status of the plans to amounts recorded in the consolidated balance sheet, as of December 31, 2023 and 2022 are shown below. (Millions of dollars)############Year Ended December 31,########## ######2023############2022#### ####U.S.######Non-U.S.######U.S.######Non-U.S. Change in Benefit Obligation (\"PBO\")###################### Benefit obligation, January 1##$##2,129####$##5,586####$##2,719####$##9,398 Service cost####25######59######34######93 Interest cost####105######268######60######141 Participant contributions####11######18######11######17 Actuarial loss (gain)####100######532######(528)######(2,972) Benefits paid####(162)######(324)######(158)######(296) Plan settlement####(21)######(14)######(9)######(8) Foreign currency translation and other changes####\u2014######260######\u2014######(787) Benefit obligation, December 31##$##2,187####$##6,385####$##2,129####$##5,586 Accumulated benefit obligation (\"ABO\")##$##2,037####$##6,300####$##1,982####$##5,508 Change in Plan Assets###################### Fair value of plan assets, January 1##$##1,891####$##5,794####$##2,448####$##7,968 Actual return on plan assets####300######365######(421)######(1,302) Company contributions####\u2014######46######\u2014######51 Participant contributions####\u2014######18######\u2014######17 Benefits paid from plan assets####(141)######(320)######(136)######(248) Foreign currency translation and other changes####\u2014######275######\u2014######(692) Fair value of plan assets, December 31##$##2,050####$##6,178####$##1,891####$##5,794 Funded Status, End of Year##$##(137)####$##(207)####$##(238)####$##208 Recorded in the Balance Sheet (Note 7)###################### Other long-term assets##$##19####$##361####$##13####$##648 Other current liabilities####(17)######(14)######(38)######(13) Other long-term liabilities####(139)######(554)######(213)######(427) Net amount recognized, December 31##$##(137)####$##(207)####$##(238)####$##208 Amounts recognized in accumulated other comprehensive income (loss) consist of:###################### Net actuarial loss (gain)##$##290####$##219####$##357####$##(343) Prior service cost (credit)####(10)######1######(12)######4 Deferred tax obligation (benefit) (Note 7)####(67)######7######(85)######139 Amount recognized in accumulated other comprehensive income (loss) (Note 7)##$##213####$##227####$##260####$##(200)"}
-{"_id": "LIN20231861", "title": "LIN Table of Contents", "text": "Comparative funded status information as of December 31, 2023 and 2022 for select non-U.S. pension plans is presented in the table below as the benefit obligations of these plans are considered to be significant relative to the total benefit obligation: ####United Kingdom####Germany####Other Non-U.S.####Total Non-U.S. (Millions of dollars)####2023####2023####2023####2023 Benefit obligation, December 31##$##3,616##$##1,684##$##1,085##$##6,385 Fair value of plan assets, December 31####3,858####1,370####950####6,178 Funded Status, End of Year##$##242##$##(314)##$##(135)##$##(207) ####United Kingdom####Germany####Other Non-U.S.####Total Non-U.S. (Millions of dollars)####2022####2022####2022####2022 Benefit obligation, December 31##$##3,100##$##1,485##$##1,001##$##5,586 Fair value of plan assets, December 31####3,625####1,285####884####5,794 Funded Status, End of Year##$##525##$##(200)##$##(117)##$##208"}
-{"_id": "LIN20231870", "title": "LIN Table of Contents", "text": "The changes in plan assets and benefit obligations recognized in other comprehensive income in 2023 and 2022 are as follows: ######Pensions#### (Millions of dollars)####2023######2022 Current year net actuarial losses (gains)*##$##480####$##(1,259) Amortization of net actuarial gains (losses)####29######(75) Amortization of prior service credits (costs)####1######1 Pension settlements####(16)######(6) Foreign currency translation and other changes####\u2014######(90) Total recognized in other comprehensive income##$##494####$##(1,429)"}
-{"_id": "LIN20231872", "title": "LIN ________________________", "text": "* Pension net actuarial losses in 2023 are largely driven by the decrease in the discount rate environment resulting in actuarial losses from a higher PBO, which is partially offset by favorable plan asset experience for non-U.S plans. The U.S. plan derived a benefit from the actual return on plan assets. In 2022, the actuarial gains were largely driven by the significant increase in the discount rate environment resulting in actuarial gains from a lower PBO, which is partially offset by unfavorable plan asset experience for both non-U.S. and U.S. plans."}
-{"_id": "LIN20231879", "title": "LIN ________________________", "text": "The following table provides information for pension plans where the accumulated benefit obligation exceeds the fair value of plan assets: (Millions of dollars) Year Ended December 31,############Pensions########## ######2023############2022#### ####U.S.######Non-U.S.######U.S.######Non-U.S. Accumulated benefit obligation (\"ABO\")##$##1,952####$##1,880####$##1,895####$##1,848 Fair value of plan assets##$##1,945####$##1,385####$##1,791####$##1,472"}
-{"_id": "LIN20231886", "title": "LIN Table of Contents", "text": "The following table provides information for pension plans where the projected benefit obligation exceeds the fair value of plan assets: (Millions of dollars) Year Ended December 31,############Pensions########## ######2023############2022#### ####U.S.######Non-U.S.######U.S.######Non-U.S. Projected benefit obligation (\"PBO\")##$##2,012####$##1,932####$##1,948####$##1,901 Fair value of plan assets##$##1,945####$##1,390####$##1,791####$##1,478"}
-{"_id": "LIN20231900", "title": "LIN Assumptions", "text": "The assumptions used to determine benefit obligations are as of the respective balance sheet dates and the assumptions used to determine net benefit cost are as of the previous year-end, as shown below: ############Pensions########## ######U.S.############Non-U.S.#### ##2023######2022######2023######2022## Weighted average assumptions used to determine benefit obligations at December 31,###################### Discount rate##5.03##%####5.35##%####4.27##%####4.58##% Interest crediting rate##4.03##%####4.02##%####1.70##%####2.13##% Rate of increase in compensation levels##3.50##%####3.25##%####2.58##%####2.59##% Weighted average assumptions used to determine net periodic benefit cost for years ended December 31,###################### Discount rate##5.35##%####2.78##%####4.58##%####1.82##% Interest crediting rate##4.02##%####2.06##%####2.13##%####1.03##% Rate of increase in compensation levels##3.25##%####3.25##%####2.59##%####2.55##% Expected long-term rate of return on plan assets (1)##7.00##%####7.00##%####5.64##%####5.60##%"}
-{"_id": "LIN20231901", "title": "LIN Assumptions", "text": "(1) The expected long term rate of return on the U.S. and non-U.S. plan assets is estimated based on the plans' investment strategy and asset allocation, historical capital market performance and, to a lesser extent, historical plan performance. For the U.S. plans, the expected rate of return of 7.00% was derived based on the target asset allocation of 50%-70% equity securities (approximately 8.40% expected return), 20%-50% fixed income securities (approximately 4.80% expected return) and 2%-8% alternative investments (approximately 3.40% expected return). For the non-U.S. plans, the expected rate of return was derived based on the weighted average target asset allocation of 15%-25% equity securities (approximately 7.20% expected return), 30%-50% fixed income securities (approximately 5.90% expected return), and 30%-50% alternative investments (approximately 5.80% expected return). For the U.S. plan assets, the actual annualized total return for the most recent 10-year period ended December 31, 2023 was approximately 6.60%. For the non-U.S. plan assets, the actual annualized total return for the same period was approximately 4.90%. Changes to plan asset allocations and investment strategy over this time period limit the value of historical plan performance as a factor in estimating the expected long term rate of return. For 2024, the expected long-term rate of return on plan assets will be 7.00% for the U.S. plans and 5.83%. for non-U.S. plans."}
-{"_id": "LIN20231910", "title": "LIN Pension Plan Assets", "text": "The investments of the U.S. pension plan are managed to meet the future expected benefit liabilities of the plan over the long term by investing in diversified portfolios consistent with prudent diversification and historical and expected capital market returns. Investment strategies are reviewed by management and investment performance is tracked against appropriate benchmarks. There are no concentrations of risk as it relates to the assets within the plans. The non-U.S. pension plans are managed individually based on diversified investment portfolios, with different target asset allocations that vary for each plan. Weighted-average asset allocations at December 31, 2023 and 2022 for Linde\u2019s U.S. and non-U.S. pension plans, as well as respective asset allocation ranges by major asset category, are generally as follows: Table of Contents ##########U.S.################Non-U.S.###### Asset Category####Target 2023######Target 2022####2023##2022####Target 2023######Target 2022####2023##2022 Equity securities##50%##-##70%##50%##-##70%##59%##60%##15%##-##25%##15%##-##25%##22%##20% Fixed income securities##20%##-##50%##20%##-##50%##31%##29%##30%##-##50%##30%##-##50%##30%##30% Other##2%##-##8%##2%##-##8%##10%##11%##30%##-##50%##30%##-##50%##48%##50%"}
-{"_id": "LIN20231933", "title": "LIN Pension Plan Assets", "text": "The following table summarizes pension assets measured at fair value by asset category at December 31, 2023 and 2022. Transfers of assets were not material for the year ended December 31, 2023 and 2022. See Note 13 for the definition of levels within the fair value hierarchy: ################Fair Value Measurements Using######################## ######Level 1##########Level 2##########Level 3 **##########Total#### (Millions of dollars)####2023######2022####2023######2022####2023######2022####2023######2022 Cash and cash equivalents##$##368####$##313##$##\u2014####$##\u2014##$##\u2014####$##\u2014##$##368####$##313 Equity securities:######################################## Global equities####926######778####\u2014######\u2014####\u2014######\u2014####926######778 Mutual funds####298######248####\u2014######\u2014####\u2014######\u2014####298######248 Fixed income securities:######################################## Government bonds####\u2014######\u2014####1,486######1,317####\u2014######\u2014####1,486######1,317 Emerging market debt####\u2014######\u2014####283######245####\u2014######\u2014####283######245 Mutual funds####119######101####60######55####\u2014######\u2014####179######156 Corporate bonds####\u2014######\u2014####324######372####\u2014######\u2014####324######372 Bank loans####\u2014######\u2014####27######18####\u2014######\u2014####27######18 Alternative investments:######################################## Real estate funds####\u2014######\u2014####\u2014######\u2014####324######353####324######353 Private debt####\u2014######\u2014####\u2014######\u2014####1,345######1,360####1,345######1,360 Insurance contracts####\u2014######\u2014####\u2014######\u2014####51######46####51######46 Liquid alternative####\u2014######\u2014####1,022######982####\u2014######\u2014####1,022######982 Other investments####1######1####22######39####\u2014######\u2014####23######40 Total plan assets at fair value, December 31,##$##1,712####$##1,441##$##3,224####$##3,028##$##1,720####$##1,759##$##6,656####$##6,228 Pooled funds *##################################1,572######1,457 Total fair value plan assets December 31,################################$##8,228####$##7,685"}
-{"_id": "LIN20231934", "title": "LIN Pension Plan Assets", "text": "* Pooled funds are measured using the net asset value (\"NAV\") as a practical expedient for fair value as permissible under the accounting standard for fair value measurements and have not been categorized in the fair value hierarchy."}
-{"_id": "LIN20231951", "title": "LIN Pension Plan Assets", "text": "** The following table summarizes changes in fair value of the pension plan assets classified as level 3 for the periods ended December 31, 2023 and 2022: Table of Contents (Millions of dollars)####Insurance Contracts####Real Estate Funds####Private Debt####Total Balance, December 31, 2021##$##12##$##360##$##1,368##$##1,740 Gain/(Loss) for the period####\u2014####5####93####98 Purchases####2####18####63####83 Sales####\u2014####(22)####(34)####(56) Transfer into/ (out of) Level 3####33####\u2014####\u2014####33 Foreign currency translation####(1)####(8)####(130)####(139) Balance, December 31, 2022####46####353####1,360####1,759 Gain/(Loss) for the period####\u2014####(27)####(38)####(65) Purchases####1####3####1####5 Sales####\u2014####(15)####(44)####(59) Transfer into / (out of) Level 3####\u2014####\u2014####\u2014####\u2014 Foreign currency translation####4####10####66####80 Balance, December 31, 2023##$##51##$##324##$##1,345##$##1,720"}
-{"_id": "LIN20231952", "title": "LIN Pension Plan Assets", "text": "The descriptions and fair value methodologies for the company's pension plan assets are as follows:"}
-{"_id": "LIN20231953", "title": "LIN Pension Plan Assets", "text": "Cash and Cash Equivalents \u2013 This category includes cash and short-term interest bearing investments with maturities of three months or less. Investments are valued at cost plus accrued interest. Cash and cash equivalents are classified within level 1 of the valuation hierarchy."}
-{"_id": "LIN20231954", "title": "LIN Pension Plan Assets", "text": "Equity Securities \u2013 This category is comprised of shares of common stock in U.S. and non-U.S. companies from a diverse set of industries and size. Common stock is valued at the closing market price reported on a U.S. or non-U.S. exchange where the security is actively traded. Equity securities are classified within level 1 of the valuation hierarchy."}
-{"_id": "LIN20231955", "title": "LIN Pension Plan Assets", "text": "Mutual Funds \u2013 These categories consist of publicly and privately managed funds that invest primarily in marketable equity and fixed income securities. The fair value of these investments is determined by reference to the net asset value of the underlying securities of the fund. Shares of publicly traded mutual funds are valued at the net asset value quoted on the exchange where the fund is traded and are primarily classified as level 1 within the valuation hierarchy."}
-{"_id": "LIN20231956", "title": "LIN Pension Plan Assets", "text": "Emerging Market Debt - This category includes fixed income debt issued by countries with developing economies as well as by corporations within those nations. They typically have higher yields but lower credit ratings relative to developed country corporate and government bonds. The fair values for these investments are classified as level 2 within the valuation hierarchy."}
-{"_id": "LIN20231957", "title": "LIN Pension Plan Assets", "text": "U.S. and Non-U.S. Government Bonds \u2013 This category includes U.S. treasuries, U.S. federal agency obligations and non-U.S. government debt. The majority of these investments do not have quoted market prices available for a specific government security and so the fair value is determined using quoted prices of similar securities in active markets and is classified as level 2 within the valuation hierarchy."}
-{"_id": "LIN20231958", "title": "LIN Pension Plan Assets", "text": "Corporate Bonds \u2013 This category is comprised of corporate bonds of U.S. and non-U.S. companies from a diverse set of industries and size. The fair values for U.S. and non-U.S. corporate bonds are determined using quoted prices of similar securities in active markets and observable data or broker or dealer quotations. The fair values for these investments are classified as level 2 within the valuation hierarchy."}
-{"_id": "LIN20231959", "title": "LIN Pension Plan Assets", "text": "Pooled Funds - Pooled fund NAVs are provided by the trustee and are determined by reference to the fair value of the underlying securities of the trust, less its liabilities, which are valued primarily through the use of directly or indirectly observable inputs. Depending on the pooled fund, underlying securities may include marketable equity securities or fixed income securities."}
-{"_id": "LIN20231960", "title": "LIN Pension Plan Assets", "text": "Bank Loans - This category is comprised of traded syndicated loans of larger corporate borrowers. Such loans are issued by sub-investment grade rated companies both in the U.S. and internationally and are syndicated by investment banks to institutional investors. They are regularly traded in an active dealer market comprised of large investment banks, which supply bid and offer quotes and are therefore classified within level 2 of the valuation hierarchy."}
-{"_id": "LIN20231962", "title": "LIN Pension Plan Assets", "text": "Liquid Alternative Investments - This category is comprised of investments in alternative mutual funds whose holdings include liquid securities, cash, and derivatives. Such funds focus on diversification and employ a variety of investing strategies including long/short equity, multi-strategy, and global macro. The fair value of these investments is determined by reference to the net asset value of the underlying holdings of the fund, which can be determined using"}
-{"_id": "LIN20231964", "title": "LIN Table of Contents", "text": "observable data (e.g., indices, yield curves, quoted prices of similar securities), and is classified within level 2 of the valuation hierarchy."}
-{"_id": "LIN20231965", "title": "LIN Table of Contents", "text": "Insurance Contracts \u2013 This category is comprised of purchased annuity insurance contracts (annuity contract buy-ins) and is intended to mitigate the Company's exposure to certain risks, such as longevity risk. The fair value is calculated based on the cash surrender value of the purchased annuity insurance contract, which is determined based on such factors as the fair value of the underlying assets and discounted cash flows. These contracts are with highly rated insurance companies. Insurance contracts are classified within level 3 of the valuation hierarchy."}
-{"_id": "LIN20231966", "title": "LIN Table of Contents", "text": "Real Estate Funds \u2013 This category includes real estate properties, partnership equities and investments in operating companies. The fair value of the assets is determined using discounted cash flows by estimating an income stream for the property plus a reversion into a present value at a risk adjusted rate. Yield rates and growth assumptions utilized are derived from market transactions as well as other financial and industry data. The fair value for these investments are classified within level 3 of the valuation hierarchy."}
-{"_id": "LIN20231967", "title": "LIN Table of Contents", "text": "Private Debt - This category includes non-traded, privately-arranged loans between one or a small group of private debt investment managers and corporate borrowers, which are typically too small to access the syndicated market and have no credit rating. This category also includes similar loans to real estate companies or individual properties. Loans included in this category are valued at par value, are held to maturity or to call, and are classified within level 3 of the valuation hierarchy."}
-{"_id": "LIN20231969", "title": "LIN Contributions", "text": "At a minimum, Linde contributes to its pension plans to comply with local regulatory requirements (e.g., ERISA in the United States). Discretionary contributions in excess of the local minimum requirements are made based on many factors, including long-term projections of the plans' funded status, the economic environment, potential risk of overfunding, pension insurance costs and alternative uses of the cash. Changes to these factors can impact the timing of discretionary contributions from year to year. Pension contributions were $46 million in 2023, $51 million in 2022 and $42 million in 2021. Estimated required contributions for 2024 are currently expected to be in the range of $35 million to $45 million."}
-{"_id": "LIN20231980", "title": "LIN Estimated Future Benefit Payments", "text": "The following table presents estimated future benefit payments, net of participant contributions: (Millions of dollars)######Pensions#### Year Ended December 31,####U.S.######Non-U.S. 2024##$##203####$##355 2025####166######341 2026####163######353 2027####166######359 2028####165######373 2029-2033####824######1,974"}
-{"_id": "LIN20231983", "title": "LIN NOTE 17. COMMITMENTS AND CONTINGENCIES", "text": "The company accrues non income-tax liabilities for contingencies when management believes that a loss is probable and the amounts can be reasonably estimated, while contingent gains are recognized only when realized. In the event any losses are sustained in excess of accruals, they will be charged against income at that time. Attorney fees are recorded as incurred. Commitments represent obligations, such as those for future purchases of goods or services, that are not yet recorded on the company\u2019s balance sheet as liabilities. The company records liabilities for commitments when incurred (i.e., when the goods or services are received)."}
-{"_id": "LIN20231985", "title": "LIN Contingent Liabilities", "text": "Linde is subject to various lawsuits and government investigations that arise from time to time in the ordinary course of business. These actions are based upon alleged environmental, tax, antitrust and personal injury claims, among others. Linde has strong defenses in these cases and intends to defend itself vigorously. It is possible that the company may incur losses in connection with some of these actions in excess of accrued liabilities. Management does not anticipate that in the aggregate such losses would have a material adverse effect on the company\u2019s consolidated financial position or liquidity; however, it is possible that the final outcomes could have a significant impact on the company\u2019s reported results of operations in any given period."}
-{"_id": "LIN20231988", "title": "LIN Contingent Liabilities", "text": "Significant matters are: \u2022During 2009, the Brazilian government published Law 11941/2009 instituting a new voluntary amnesty program (\u201cRefis Program\u201d) which allowed Brazilian companies to settle certain federal tax disputes at reduced amounts. During 2009, the company decided that it was economically beneficial to settle many of its outstanding federal tax disputes and such disputes were enrolled in the Refis Program, subject to final calculation and review by the Brazilian federal government. The company recorded estimated liabilities based on the terms of the Refis Program. Since 2009, Linde has been unable to reach final agreement on the calculations and initiated litigation against the government in an attempt to resolve certain items. Open issues relate to the following matters: (i) application of cash deposits and net operating loss carryforwards to satisfy obligations and (ii) the amount of tax reductions available under the Refis Program. It is difficult to estimate the timing of resolution of legal matters in Brazil. \u2022At December 31, 2023, the most significant non-income tax claims in Brazil, after enrollment in the Refis Program, relate to state VAT tax matters. The total estimated exposure relating to such claims, including interest and penalties, as appropriate, is approximately $115 million. Linde has not recorded any liabilities related to such claims based on management judgment and opinions of outside counsel."}
-{"_id": "LIN20231990", "title": "LIN Contingent Liabilities", "text": "During the first quarter of 2023, the Brazilian Supreme Court issued a decision confirming the constitutionality of a specific federal income tax, with retroactive effect. As a result of this decision, the company recorded a reserve based on its best estimate of potential settlement (see Note 3). This decision has not yet been finalized and is subject to ongoing motions for clarification. Because litigation in Brazil historically takes many years to resolve, it is very difficult to estimate the timing of resolution of these matters; however, it is possible that certain of these matters may be resolved within the near term. The company is vigorously defending against the proceedings. \u2022On September 1, 2010, CADE (Brazilian Administrative Council for Economic Defense) announced alleged anticompetitive activity on the part of five industrial gas companies in Brazil and imposed fines. CADE imposed a civil fine of R$1.7 billion Brazilian reais ($350 million) on White Martins, the Brazil-based subsidiary of Linde Inc., and R$0.2 billion Brazilian reais ($41 million) on Linde Gases Ltda., the former Brazil-based subsidiary of Linde AG, which was divested to MG Industries GmbH on March 1, 2019 and with respect to which Linde provided a contractual indemnity."}
-{"_id": "LIN20231993", "title": "LIN Contingent Liabilities", "text": "The fine against White Martins and Linde Gases Ltda. was overturned by the Ninth and Seventh Federal Courts of Brasilia, respectively. CADE appealed these decisions, and the Federal Court of Appeals rejected CADE's appeals and confirmed the decision of the Ninth and Seventh Federal Courts of Brasilia. CADE had filed appeals for both subsidiaries with the Superior Court of Justice which were denied. CADE filed subsequent appeals to a panel of the Supreme Court of Justice and final and binding decisions were issued by the Supreme Court of Justice annulling the fine imposed against Linde Gases Ltda and White Martins in September 2023 and January 2024, respectively. \u2022On and after April 23, 2019 former shareholders of Linde AG filed appraisal proceedings at the District Court (Landgericht) Munich I (Germany), seeking an increase of the cash consideration paid in connection with the previously completed cash merger squeeze-out of all of Linde AG\u2019s minority shareholders for \u20ac189.46 per share. Any such increase would apply to all 14,763,113 Linde AG shares that were outstanding on April 8, 2019, when"}
-{"_id": "LIN20231995", "title": "LIN Table of Contents", "text": "the cash merger squeeze-out was completed. The period for plaintiffs to file claims expired on July 9, 2019. In November 2023, the court issued a decision rejecting the plaintiffs\u2019 claims in their entirety and determining that the cash merger squeeze-out consideration was appropriate. The plaintiffs are entitled to appeal this decision."}
-{"_id": "LIN20231997", "title": "LIN Table of Contents", "text": "The company believes the consideration paid was fair and that the claims are not supported by sufficient evidence, and no reserve has been established. We cannot estimate the timing of resolution. \u2022On December 30, 2022, the Russian Arbitration Court of the St. Petersburg and Leningrad Region (\"St. Petersburg Court\") issued an injunction preventing (i) the sale of any shares in Linde\u2019s subsidiaries and joint ventures in Russia, and (ii) the disposal of any of the assets in those entities exceeding 5% of the relevant company\u2019s overall asset value. The injunction was requested by RusChemAlliance (RCA) as a preliminary measure to secure payment of a possible eventual award under an arbitration proceeding RCA intended to file against Linde Engineering for alleged breach of contract under the agreement to build a gas processing plant in Ust Luga, Russia entered into between a consortium of Linde Engineering, Renaissance Heavy Industries LLC, and RCA on July 7, 2021. Performance of the agreement was lawfully suspended by Linde Engineering on May 27, 2022 in compliance with applicable sanctions and in accordance with a decision by the sanctions authority in Germany. On March 1, 2023, RCA filed a claim in St. Petersburg against Linde GmbH for recovery of advance payments under the agreement (\"Russian Claim\"), and subsequently (i) added Linde and other Linde subsidiaries as defendants, and (ii) is seeking payment of alleged damages from Linde (pursuant to corporate guarantees) and guarantor banks."}
-{"_id": "LIN20231998", "title": "LIN Table of Contents", "text": "On March 4, 2023, in accordance with the dispute resolution provisions of the agreement, Linde GmbH filed a notice of arbitration with the Hong Kong International Arbitration Centre (\"HKIAC\") against RCA to claim that (i) RCA has no entitlement to payment, (ii) RCA\u2019s Russian claim is in breach of the arbitration agreement which requires HKIAC arbitration, and (iii) RCA must compensate Linde for the losses and damages caused by the injunction. Additionally, Linde GmbH filed for and on March 17, 2023 obtained an anti-suit injunction from a Hong Kong court against RCA directing RCA to seek a stay of the Russian Claim and ordering it to resolve any disputes in accordance with HKIAC arbitration. On September 27, 2023, the anti-suit injunction was confirmed by the same Hong Kong court. On January 4, 2024, the Hong Kong court issued a final judgment in Linde\u2019s favor (i) granting a permanent anti-suit injunction against RCA, (ii) granting a permanent, global anti-enforcement injunction against RCA, and (iii) ordering that the injunction issued by the St. Petersburg Court be lifted."}
-{"_id": "LIN20231999", "title": "LIN Table of Contents", "text": "As of December 31, 2023, Linde has a contingent liability of $1.1 billion recorded in Other long-term liabilities, which represents advance payments previously recorded in contract liabilities as of December 31, 2022 related to terminated engineering projects with RCA. As a result of the contract terminations, Linde no longer has future performance obligations for these projects. Linde deconsolidated its Russian gas and engineering business entities as of June 30, 2022, and the remaining investment value of its Russia subsidiaries is immaterial."}
-{"_id": "LIN20232000", "title": "LIN Table of Contents", "text": "Despite the January 4, 2024 decision of the Hong Kong court, the injunction affecting Linde\u2019s shares and assets has not been lifted, the proceeding in St. Petersburg has not been stayed and RCA is continuing to pursue its claim in Russia. On February 20, 2024, the St. Petersburg Court issued its decision and granted the Russian Claim in RCA\u2019s favor. Linde has 30 days to appeal this decision and expects to do so prior to the expiration of that deadline. If Linde appeals, RCA cannot enforce the decision (including foreclosing on the shares of the Russian entities) until after the appeal is decided."}
-{"_id": "LIN20232001", "title": "LIN Table of Contents", "text": "Linde does not expect an adverse impact on earnings from this decision given the contingent liability recorded as of December 31, 2023 and the immaterial remaining investment value of its deconsolidated Russia subsidiaries."}
-{"_id": "LIN20232002", "title": "LIN Table of Contents", "text": "It is difficult to estimate the timing of resolution of this matter. The company intends to vigorously defend its interests in both the Russian Claim and arbitration proceedings."}
-{"_id": "LIN20232004", "title": "LIN Commitments", "text": "At December 31, 2023, Linde had undrawn outstanding letters of credit, bank guarantees and surety bonds valued at approximately $3,344 million from financial institutions. These relate primarily to customer contract performance guarantees (including plant construction in connection with certain on-site contracts), self-insurance claims and other commercial and governmental requirements, including non-U.S. litigation matters."}
-{"_id": "LIN20232006", "title": "LIN Commitments", "text": "Other commitments related to leases, tax liabilities for uncertain tax positions, long-term debt, other post retirement and pension obligations are summarized elsewhere in the financial statements (see Notes 4, 5, 11, and 16)."}
-{"_id": "LIN20232009", "title": "LIN NOTE 18. SEGMENT INFORMATION", "text": "Linde\u2019s operations consist of two major product lines: industrial gases and engineering. As further described in the following paragraph, Linde\u2019s industrial gases operations are managed on a geographic basis, which represent three of the company's reportable segments - Americas, EMEA (Europe/Middle East/Africa), and APAC (Asia/South Pacific); a fourth reportable segment, which represents the company's Engineering business, designs and manufactures equipment for air separation and other industrial gas applications specifically for end customers and is managed on a worldwide basis operating in all three geographic segments. Other consists of corporate costs and a few smaller businesses which individually do not meet the quantitative thresholds for separate presentation."}
-{"_id": "LIN20232010", "title": "LIN NOTE 18. SEGMENT INFORMATION", "text": "The industrial gases product line centers on the manufacturing and distribution of atmospheric gases (oxygen, nitrogen, argon, rare gases) and process gases (carbon dioxide, helium, hydrogen, electronic gases, specialty gases, acetylene). Many of these products are co-products of the same manufacturing process. Linde manufactures and distributes nearly all of its products and manages its customer relationships on a regional basis. Linde\u2019s industrial gases are distributed to various end-markets within a regional segment through one of three basic distribution methods: on-site or tonnage; merchant or bulk; and packaged or cylinder gases. The distribution methods are generally integrated in order to best meet the customer\u2019s needs and very few of its products can be economically transported outside of a region. Therefore, the distribution economics are specific to the various geographies in which the company operates and are consistent with how management assesses performance."}
-{"_id": "LIN20232011", "title": "LIN NOTE 18. SEGMENT INFORMATION", "text": "The company\u2019s measure of profit/loss for segment reporting is segment operating profit. Segment operating profit is defined as operating profit excluding purchase accounting impacts of the Linde AG merger, intercompany royalties, and items not indicative of ongoing business trends. This is the manner in which the company\u2019s CODM assesses performance and allocates resources. Similarly, total assets have not been included as this is not provided to the CODM for their assessment."}
-{"_id": "LIN20232032", "title": "LIN NOTE 18. SEGMENT INFORMATION", "text": "The table below presents information about reportable segments for the years ended December 31, 2023, 2022 and 2021. (Millions of dollars)####2023####2022####2021 Sales (a)############ Americas##$##14,304##$##13,874##$##12,103 EMEA####8,542####8,443####7,643 APAC####6,559####6,480####6,133 Engineering####2,160####2,762####2,867 Other####1,289####1,805####2,047 Total Sales##$##32,854##$##33,364##$##30,793 ####2023####2022####2021 Segment Operating Profit############ Americas##$##4,244##$##3,732##$##3,368 EMEA####2,486####2,013####1,889 APAC####1,806####1,670####1,502 Engineering####491####555####473 Other####43####(66)####(56) Reported Segment operating profit####9,070####7,904####7,176 Other charges (Note 3)####(40)####(1,029)####(273) Purchase accounting impacts - Linde AG####(1,006)####(1,506)####(1,919) Total operating profit##$##8,024##$##5,369##$##4,984"}
-{"_id": "LIN20232071", "title": "LIN Table of Contents", "text": " ####2023####2022####2021 Depreciation and Amortization############ Americas##$##1,423##$##1,320##$##1,243 EMEA####640####661####752 APAC####633####593####611 Engineering####33####33####39 Other####96####116####127 Segment depreciation and amortization####2,825####2,723####2,772 Purchase accounting impacts - Linde AG####991####1,481####1,863 Total depreciation and amortization##$##3,816##$##4,204##$##4,635 ####2023####2022####2021 Capital Expenditures and Acquisitions############ Americas##$##2,999##$##1,698##$##1,354 EMEA####635####550####669 APAC####975####889####995 Engineering####24####28####25 Other####107####118####131 Total Capital Expenditures and Acquisitions##$##4,740##$##3,283##$##3,174 ####2023####2022####2021 Sales by Major Country############ United States##$##10,566##$##10,553##$##9,123 Germany (c)####2,827####3,662####3,601 China####2,585####2,643####2,562 United Kingdom####1,507####1,954####2,060 Australia####1,303####1,372####1,307 Brazil####1,302####1,158####1,065 Other \u2013 non-U.S.####12,764####12,022####11,075 Total sales##$##32,854##$##33,364##$##30,793 ####2023####2022####2021 Long-lived Assets by Major Country (b)############ United States##$##8,490##$##7,663##$##7,659 Germany####1,584####1,678####2,003 China####2,063####2,176####2,385 United Kingdom####684####704####1,078 Australia####654####688####872 Brazil####836####720####705 Other \u2013 non-U.S.####10,241####9,919####11,301 Total long-lived assets##$##24,552##$##23,548##$##26,003"}
-{"_id": "LIN20232073", "title": "LIN ________________________", "text": "(a)Sales reflect external sales only. Intersegment sales, primarily from Engineering to the industrial gases segments, were $1,479 million, $1,035 million and $896 million for the year ended December 31, 2023, 2022 and 2021, respectively."}
-{"_id": "LIN20232075", "title": "LIN ________________________", "text": "(b)Long-lived assets include property, plant and equipment - net."}
-{"_id": "LIN20232078", "title": "LIN Table of Contents", "text": "(c)Sales in Germany include Engineering sales to third parties, locally and internationally, which represent 35%, 44% and 53% of Germany sales in 2023, 2022 and 2021, respectively."}
-{"_id": "LIN20232081", "title": "LIN 19. REVENUE RECOGNITION", "text": "Revenue is accounted for in accordance with ASC 606. Revenue is recognized as control of goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled to receive in exchange for the goods or services."}
-{"_id": "LIN20232083", "title": "LIN Contracts with Customers", "text": "Linde serves a diverse group of industries including healthcare, chemicals and energy, manufacturing, metals and mining, food and beverage, and electronics."}
-{"_id": "LIN20232085", "title": "LIN Industrial Gases", "text": "Within each of the company\u2019s geographic segments for industrial gases, there are three basic distribution methods: (i) on-site or tonnage; (ii) merchant or bulk liquid; and (iii) packaged or cylinder gases. The distribution method used by Linde to supply a customer is determined by many factors, including the customer\u2019s volume requirements and location. The distribution method generally determines the contract terms with the customer and, accordingly, the revenue recognition accounting practices. Linde's primary products in its industrial gases business are atmospheric gases (oxygen, nitrogen, argon, rare gases) and process gases (carbon dioxide, helium, hydrogen, electronic gases, specialty gases, acetylene). These products are generally sold through one of the three distribution methods."}
-{"_id": "LIN20232086", "title": "LIN Industrial Gases", "text": "Following is a description of each of the three industrial gases distribution methods and the respective revenue recognition policies:"}
-{"_id": "LIN20232087", "title": "LIN Industrial Gases", "text": "On-site. Customers that require the largest volumes of product and that have a relatively constant demand pattern are supplied by cryogenic and process gas on-site plants. Linde constructs plants on or adjacent to these customers\u2019 sites and supplies the product directly to customers by pipeline. Where there are large concentrations of customers, a single pipeline may be connected to several plants and customers. On-site product supply contracts generally are total requirement contracts with terms typically ranging from 10-20 years and contain minimum purchase requirements and price escalation provisions. Many of the cryogenic on-site plants also produce liquid products for the merchant market. Therefore, plants are typically not dedicated to a single customer. Additionally, Linde is responsible for the design, construction, operations and maintenance of the plants and our customers typically have no involvement in these activities. Advanced air separation processes also allow on-site delivery to customers with smaller volume requirements."}
-{"_id": "LIN20232088", "title": "LIN Industrial Gases", "text": "The company\u2019s performance obligations related to on-site customers are satisfied over time as customers receive and obtain control of the product. Linde has elected to apply the practical expedient for measuring progress towards the completion of a performance obligation and recognizes revenue as the company has the right to invoice each customer, which generally corresponds with product delivery. Accordingly, revenue is recognized when product is delivered to the customer and the company has the right to invoice the customer in accordance with the contract terms. Consideration in these contracts is generally based on pricing which fluctuates with various price indices. Variable components of consideration exist within on-site contracts but are considered constrained."}
-{"_id": "LIN20232089", "title": "LIN Industrial Gases", "text": "Merchant. Merchant deliveries generally are made from Linde's plants by tanker trucks to storage containers at the customer's site. Due to the relatively high distribution cost, merchant oxygen and nitrogen generally have a relatively small distribution radius from the plants at which they are produced. Merchant argon, hydrogen and helium can be shipped much longer distances. The customer agreements used in the merchant business are usually three to seven year supply agreements based on the requirements of the customer. These contracts generally do not contain minimum purchase requirements or volume commitments."}
-{"_id": "LIN20232090", "title": "LIN Industrial Gases", "text": "The company\u2019s performance obligations related to merchant customers are generally satisfied at a point in time as the customers receive and obtain control of the product. Revenue is recognized when product is delivered to the customer and the company has the right to invoice the customer in accordance with the contract terms. Any variable components of consideration within merchant contracts are constrained however this consideration is not significant."}
-{"_id": "LIN20232092", "title": "LIN Industrial Gases", "text": "Packaged Gases. Customers requiring small volumes are supplied products in containers called cylinders, under medium to high pressure. Linde distributes merchant gases from its production plants to company-owned cylinder filling plants where cylinders are then filled for distribution to customers. Cylinders may be delivered to the customer\u2019s site or picked up by the customer at a packaging facility or retail store. Linde invoices the customer for the industrial gases and the use of the cylinder container(s). The company also sells hardgoods and welding equipment purchased from independent manufacturers. Packaged gases are generally sold under one to three-year supply contracts and purchase orders and do not contain minimum purchase requirements or volume commitments."}
-{"_id": "LIN20232094", "title": "LIN Table of Contents", "text": "The company\u2019s performance obligations related to packaged gases are satisfied at a point in time. Accordingly, revenue is recognized when product is delivered to the customer or when the customer picks up product from a packaged gas facility or retail store, and the company has the right to payment from the customer in accordance with the contract terms. Any variable consideration is constrained and will be recognized when the uncertainty related to the consideration is resolved."}
-{"_id": "LIN20232096", "title": "LIN Engineering", "text": "The company designs and manufactures equipment for air separation and other industrial gas applications manufactured specifically for end customers. Sale of equipment contracts are generally comprised of a single performance obligation. Revenue from sale of equipment is generally recognized over time as Linde has an enforceable right to payment for performance completed to date and performance does not create an asset with alternative use. For contracts recognized over time, revenue is recognized primarily using a cost incurred input method. Costs incurred to date relative to total estimated costs at completion are used to measure progress toward satisfying performance obligations. Costs incurred include material, labor, and overhead costs and represent work contributing and proportionate to the transfer of control to the customer. Changes to cost estimates and contract modifications are typically accounted for as part of the existing contract and are recognized as a cumulative adjustments for the inception-to-date effect of such change."}
-{"_id": "LIN20232098", "title": "LIN Contract Assets and Liabilities", "text": "Contract assets and liabilities result from differences in timing of revenue recognition and customer invoicing. Contract assets primarily relate to sale of equipment contracts for which revenue is recognized over time. The balance represents unbilled revenue which occurs when revenue recognized under the measure of progress exceeds amounts invoiced to customers. Customer invoices may be based on the passage of time, the achievement of certain contractual milestones or a combination of both criteria. Contract liabilities include advance payments or right to consideration prior to performance under the contract. Contract liabilities are recognized as revenue as performance obligations are satisfied under contract terms. Linde has contract assets of $196 million at December 31, 2023 and $124 million at December 31, 2022. Total contract liabilities are $2,950 million at December 31, 2023 (current of $1,901 million and $1,049 million within deferred credits in the consolidated balance sheets). As of December 31, 2023, Linde has $418 million recorded in contract liabilities related to engineering projects in Russia subject to sanctions and therefore suspended and lawfully wound down. Total contract liabilities were $3,986 million at December 31, 2022 (current contract liabilities of $3,073 million and $913 million within deferred credits in the consolidated balance sheets). The decrease in contract liabilities is primarily related to a reclassification of contract liabilities to a contingent liability in other long-term liabilities associated with an engineering project in Russia (see Note 17). Revenue recognized for the twelve months ended December 31, 2023 that was included in the contract liability at December 31, 2022 was $1,017 million. Contract assets and liabilities primarily relate to the Engineering business."}
-{"_id": "LIN20232100", "title": "LIN Payment Terms and Other", "text": "Linde generally receives payment after performance obligations are satisfied, and customer prepayments are not typical for the industrial gases business. Payment terms vary based on the country where sales originate and local customary payment practices. Linde does not offer extended financing outside of customary payment terms. Amounts billed for sales and use taxes, value-added taxes, and certain excise and other specific transactional taxes imposed on revenue producing transactions are presented on a net basis and are not included in sales within the consolidated statement of income. Additionally, sales returns and allowances are not a normal practice in the industry and are not significant."}
-{"_id": "LIN20232102", "title": "LIN Disaggregated Revenue Information", "text": "As described above and in Note 18, the company manages its industrial gases business on a geographic basis, while the Engineering and Other businesses are generally managed on a global basis. Furthermore, the company believes that reporting sales by distribution method by reportable geographic segment best illustrates the nature, timing, type of customer, and contract terms for its revenues, including terms and pricing."}
-{"_id": "LIN20232104", "title": "LIN Disaggregated Revenue Information", "text": "The following tables show sales by distribution method at the consolidated level and for each reportable segment and Other for the years ended December 31, 2023, 2022 and 2021."}
-{"_id": "LIN20232126", "title": "LIN Table of Contents", "text": " (Millions of dollars)################Year Ended December 31, 2023############ Sales####Americas####EMEA####APAC####Engineering####Other####Total##%## Merchant##$##4,370##$##2,773##$##2,242##$##\u2014##$##218##$##9,603##29##% On-Site####3,246####1,980####2,599####\u2014####\u2014####7,825##24##% Packaged Gas####6,457####3,735####1,416####\u2014####46####11,654##35##% Other####231####54####302####2,160####1,025####3,772##12##% ##$##14,304##$##8,542##$##6,559##$##2,160##$##1,289##$##32,854##100##% (Millions of dollars)################Year Ended December 31, 2022############ Sales####Americas####EMEA####APAC####Engineering####Other####Total##%## Merchant##$##3,786##$##2,509##$##2,220##$##\u2014##$##176##$##8,691##26##% On-Site####4,048####2,415####2,471####\u2014####\u2014####8,934##27##% Packaged Gas####5,831####3,466####1,523####\u2014####51####10,871##33##% Other####209####53####266####2,762####1,578####4,868##14##% ##$##13,874##$##8,443##$##6,480##$##2,762##$##1,805##$##33,364##100##% (Millions of dollars)################Year Ended December 31, 2021############ Sales####Americas####EMEA####APAC####Engineering####Other####Total##%## Merchant##$##3,279##$##2,227##$##2,181##$##\u2014##$##173##$##7,860##26##% On-Site####3,225####1,824####2,296####\u2014####\u2014####7,345##24##% Packaged Gas####5,456####3,539####1,532####\u2014####24####10,551##34##% Other####143####53####124####2,867####1,850####5,037##16##% ##$##12,103##$##7,643##$##6,133##$##2,867##$##2,047##$##30,793##100##%"}
-{"_id": "LIN20232128", "title": "LIN Remaining Performance Obligations", "text": "As described above, Linde's contracts with on-site customers are under long-term supply arrangements which generally require the customer to purchase their requirements from Linde and also have minimum purchase requirements. Additionally, plant sales from the Linde Engineering business are primarily contracted on a fixed price basis. The company estimates the consideration related to future minimum purchase requirements and plant sales was approximately $48 billion (excludes Russian projects which are impacted by sanctions). This amount excludes all on-site sales above minimum purchase requirements, which can be significant depending on customer needs. In the future, actual amounts will be different due to impacts from several factors, many of which are beyond the company\u2019s control including, but not limited to, timing of newly signed, terminated and renewed contracts, inflationary price escalations, currency exchange rates, and pass-through costs related to natural gas and electricity. The actual duration of long-term supply contracts ranges up to twenty years. The company estimates that approximately half of the revenue related to minimum purchase requirements will be earned in the next five years and the remaining thereafter."}
-{"_id": "LIN20232131", "title": "LIN 20. SUBSEQUENT EVENTS", "text": "In February 2024, Linde issued \u20ac700 million of 3.00% notes due in 2028, \u20ac850 million of 3.20% notes due in 2031 and \u20ac700 million of 3.40% notes due in 2036."}
-{"_id": "LIN20232133", "title": "LIN Table of Contents", "text": "CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE"}
-{"_id": "LIN20232134", "title": "LIN Table of Contents", "text": "None."}
-{"_id": "LIN20232137", "title": "LIN Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures", "text": "Based on an evaluation of the effectiveness of Linde\u2019s disclosure controls and procedures, which was made under the supervision and with the participation of management, including Linde\u2019s principal executive officer and principal financial officer, the principal executive officer and principal financial officer have each concluded that, as of December 31, 2023, such disclosure controls and procedures are effective in ensuring that information required to be disclosed by Linde in reports that it files or submits under the Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission\u2019s rules and forms, and accumulated and communicated to management including Linde\u2019s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure."}
-{"_id": "LIN20232139", "title": "LIN Management\u2019s Report on Internal Control Over Financial Reporting", "text": "Refer to Item 8 for Management\u2019s Report on Internal Control Over Financial Reporting as of December 31, 2023."}
-{"_id": "LIN20232141", "title": "LIN Changes in Internal Control over Financial Reporting", "text": "There were no changes in Linde\u2019s internal control over financial reporting that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, Linde\u2019s internal control over financial reporting."}
-{"_id": "LIN20232143", "title": "LIN OTHER INFORMATION", "text": "None."}
-{"_id": "LIN20232146", "title": "LIN DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS", "text": "None."}
-{"_id": "LIN20232149", "title": "LIN DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE", "text": "Certain information required by this item is incorporated herein by reference to the sections captioned \u201cCorporate Governance and Board Matters - Director Nominees\" and \u201cCorporate Governance And Board Matters - \"Delinquent Section 16 (a) Reports\" in Linde\u2019s Proxy Statement."}
-{"_id": "LIN20232151", "title": "LIN Identification of the Audit Committee", "text": "Linde has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 as amended (the \u201cExchange Act\u201d). The members of that audit committee are Prof. Dr. Martin H. Richenhagen (chairman), Dr. Thomas Enders, Dr. Victoria Ossadnik and Alberto Weisser and each member is independent within the meaning of the independence standards adopted by the Board of Directors and those of the Nasdaq."}
-{"_id": "LIN20232153", "title": "LIN Audit Committee Financial Expert", "text": "The Linde Board of Directors has determined that Alberto Weisser satisfy the criteria adopted by the SEC to serve as an \u201caudit committee financial expert\u201d as defined by Item 407(d)(5)(ii) of Regulation S-K of the Exchange Act and is independent within the meaning of the independence standards adopted by the Board of Directors and those of the Nasdaq."}
-{"_id": "LIN20232155", "title": "LIN Code of Ethics", "text": "Linde has adopted a code of ethics that applies to the company\u2019s directors and all employees, including its Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer. This code of ethics, including specific standards for implementing certain provisions of the code, has been approved by the Linde Board of Directors and is named the \u201cCode of Business Integrity\u201d. This document is posted on the company\u2019s public website, www.linde.com but is not incorporated herein."}
-{"_id": "LIN20232158", "title": "LIN EXECUTIVE COMPENSATION", "text": "Information required by this item is incorporated herein by reference to the sections captioned \u201cExecutive Compensation Matters\u201d and \u201cCorporate Governance and Board Matters - Director Compensation\u201d in Linde\u2019s Proxy Statement."}
-{"_id": "LIN20232160", "title": "LIN Table of Contents", "text": "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS"}
-{"_id": "LIN20232161", "title": "LIN Table of Contents", "text": "Equity Compensation Plans Information - The table below provides information as of December 31, 2023 about company shares that may be issued upon the exercise of options, warrants and rights granted to employees or members of Linde\u2019s Board of Directors under equity compensation plans with awards outstanding as of December 31, 2023."}
-{"_id": "LIN20232166", "title": "LIN EQUITY COMPENSATION PLANS TABLE", "text": " Plan Category##Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)######Weighted-average exercise price of outstanding options, warrants and rights (b)##Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)## Equity compensation plans approved by shareholders##7,034,362##(1)##$##180.58##7,661,431##(2) Equity compensation plans not approved by shareholders##\u2014######\u2014##\u2014## Total##7,034,362####$##180.58##7,661,431##"}
-{"_id": "LIN20232168", "title": "LIN ________________________", "text": "(1)This amount includes 637,600 restricted shares and 571,628 performance shares."}
-{"_id": "LIN20232169", "title": "LIN ________________________", "text": "(2)This amount reflects shares available for future issuances pursuant to the 2021 Linde plc Long Term Incentive Plan that was approved by shareholders on July 26, 2021."}
-{"_id": "LIN20232170", "title": "LIN ________________________", "text": "Certain information required by this item regarding the beneficial ownership of the company\u2019s ordinary shares is incorporated herein by reference to the section captioned \u201cInformation on Share Ownership\u201d in Linde\u2019s Proxy Statement."}
-{"_id": "LIN20232172", "title": "LIN CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE", "text": "Information required by this item is incorporated herein by reference to the sections captioned \u201cCorporate Governance And Board Matters \u2013 Review, Approval or Ratification of Transactions with Related Persons,\u201d \u201cCorporate Governance And Board Matters \u2013 Certain Relationships and Transactions,\u201d and \u201cCorporate Governance And Board Matters \u2013 Director Independence\u201d in Linde\u2019s Proxy Statement."}
-{"_id": "LIN20232175", "title": "LIN PRINCIPAL ACCOUNTING FEES AND SERVICES", "text": "Information required by this item is incorporated herein by reference to the section captioned \u201cAudit Matters\u201d in Linde\u2019s Proxy Statement."}
-{"_id": "LIN20232178", "title": "LIN EXHIBITS, FINANCIAL STATEMENT SCHEDULES", "text": "(a)The following documents are filed as part of this report:"}
-{"_id": "LIN20232179", "title": "LIN EXHIBITS, FINANCIAL STATEMENT SCHEDULES", "text": "(i)The company\u2019s 2023 Consolidated Financial Statements and the Report of the Independent Registered Public Accounting Firm are included in Part II, Item 8. Financial Statements and Supplementary Data."}
-{"_id": "LIN20232180", "title": "LIN EXHIBITS, FINANCIAL STATEMENT SCHEDULES", "text": "(ii)Financial Statement Schedules \u2013 All financial statement schedules have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto."}
-{"_id": "LIN20232182", "title": "LIN EXHIBITS, FINANCIAL STATEMENT SCHEDULES", "text": "(iii)Exhibits \u2013 The exhibits filed as part of this Annual Report on Form 10-K are listed in the accompanying index."}
-{"_id": "LIN20232200", "title": "LIN Linde plc and Subsidiaries", "text": " Exhibit No.##Description 2.1##Business Combination Agreement by and among Linde Aktiengesellschaft, Praxair, Inc., Zamalight PLC, Zamalight Holdco LLC and Zamalight Subco, Inc. dated as of June 1, 2017 (Filed as Exhibit 2.1 to Praxair, Inc.'s Current Report on Form 8-K dated June 1, 2017, Filing No. 1-11037, and is incorporated herein by reference.) 2.1a##Amendment No. 1, dated August 10, 2017, to the Business Combination Agreement, by and among Praxair, Inc., Linde Aktiengesellschaft, Linde plc, Zamalight Holdco LLC and Zamalight Subco, Inc. (Filed as Exhibit 2.1 to Praxair, Inc.'s Current Report on Form 8-K dated August 10, 2017, Filing No. 1-11037, and is incorporated hereby by reference.) **2.2##Sale and Purchase Agreement, dated July 5, 2018, by and among Praxair, Inc., Taiyo Nippon Sanso Corporation (\u201cTaiyo\u201d), and Linde plc with respect to the sale of a majority of Praxair\u2019s businesses in Europe to Taiyo in connection with the Business Combination Agreement (Filed as Exhibit 2.1 to the Company\u2019s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-38730, and is incorporated hereby by reference). **2.3##Sale and Purchase Agreement, dated July 16, 2018, by and among Linde AG, Praxair, Inc., MG Industries GmbH, Messer Canada Inc., MG Industries USA, Inc. (the MG entities and Messer Canada, Inc. being collectively referred to as \u201cMesser\u201d), and Linde plc with respect to the sale of certain assets of Linde AG in the Americas and certain assets of Praxair, Inc. to Messer in connection with the Business Combination Agreement (Filed as Exhibit 2.2 to the Company\u2019s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-38730, and is incorporated hereby by reference). **2.3a##First Amendment dated September 21, 2018 to the Sale and Purchase Agreement, dated July 16, 2018, by and among Linde AG, Praxair, Inc., Messer, and Linde plc with respect to the sale of certain additional assets of Linde AG in the Americas to Messer in connection with the Business Combination Agreement (Filed as Exhibit 2.3 to the Company\u2019s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-38730, and is incorporated hereby by reference). **2.3b##Second Amendment dated October 19, 2018 to the Sale and Purchase Agreement, dated July 16, 2018, as amended by the First Amendment thereto, by and among Linde AG, Praxair, Inc., Messer, and Linde plc, with respect to the sale of certain additional assets of Linde AG in the Americas to Messer in connection with the Business Combination Agreement (Filed as Exhibit 2.2 to the Company\u2019s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-11037, and is incorporated hereby by reference). **2.3c##Third Amendment dated February 20, 2019 to the Sale and Purchase Agreement, dated July 16, 2018, as amended by the First and Second Amendment thereto, by and among Linde AG, Praxair, Inc., Messer, and Linde plc, with respect to the sale of certain additional assets of Linde AG in the Americas to Messer in connection with the Business Combination Agreement dated as of June 1, 2017, as amended, to effect a combination of the businesses of Linde AG and Praxair, Inc. (Filed as Exhibit 2.4 to the Company\u2019s Current Report on Form 8-K, filed on March 7, 2019, File No. 1-11037, and is incorporated hereby by reference). 3.01##Amended and Restated Public Limited Company Constitution of Linde plc (Filed as Exhibit 3.1 to the Company\u2019s Current Report on Form 8-K, filed on March 1, 2023, File No. 001-38730, and incorporated herein by reference). 4.01##Description of Linde plc Shares (incorporated by reference to Exhibit 4.3 to the Company\u2019s Current Report on Form 8-K (File No. 001-38730) filed on March 1, 2023). 4.02##Indenture, dated as of July 15, 1992, between Praxair, Inc. and U.S. Bank National Association, as the ultimate successor trustee to Bank of America, Illinois, formerly Continental Bank, National Association (Filed as Exhibit 4 to Praxair, Inc.'s Current Report on Form 8-K dated March 19, 2007, Filing No. 1-11037, and incorporated herein by reference). 4.03##Form of Subordinated Indenture for Praxair, Inc. (Filed as Exhibit 4.3 to Praxair, Inc.'s Form S-3, filed on May 12, 2015, File No. 333-204093, and is incorporated herein by reference.) 4.04##Form of Indenture for Debt Securities between Linde plc, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (including form of debt securities and related guarantees) (Filed as Exhibit 4.2 to the Linde plc Form S-3 dated May 3, 2023, Filing No. 001-38730, and incorporated herein by reference). 4.05##Form of Indenture for Debt Securities between Linde Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (including form of debt securities and related guarantees) (Filed as Exhibit 4.3 to the Linde plc Form S-3 dated May 3, 2023, Filing No.001-38730, and incorporated herein by reference)."}
-{"_id": "LIN20232219", "title": "LIN Table of Contents", "text": " 4.06##Form of Indenture for Debt Securities between Linde Finance B.V., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (including form of debt securities and related guarantees) (Filed as Exhibit 4.4 to the Linde plc Form S-3 dated May 3, 2023, Filing No. 001-38730, and incorporated herein by reference). 4.07##Supplemental Indenture, dated as of March 1, 2023, by and among the Company, Linde Inc., Linde GmbH and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, to that certain indenture, dated as of July 15, 1992, by and among Linde Inc. and U.S. Bank National Association, as trustee (Filed as Exhibit 4.1 to the Company\u2019s Current Report on Form 8-K, filed on March 1, 2023, File No. 001-38730, and incorporated herein by reference). 4.08##Supplemental Indenture, dated as of March 1, 2023, by and among the Company, Linde Inc., Linde GmbH and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, to that certain indenture, dated as of August 10, 2020, by and among Linde Inc., the Predecessor and U.S. Bank National Association, as trustee(Filed as Exhibit 4.2 to the Company\u2019s Current Report on Form 8-K, filed on March 1, 2023, File No. 001-38730, and incorporated herein by reference). 4.09##Supplemental Indenture, dated as of September 3, 2019, among Linde plc, Praxair, Inc., Linde AG and U.S. Bank National Association, as trustee (Filed as Exhibit 4.2 to the Linde plc Form 8-K dated September 6, 2019, Filing No. 1-38730, and incorporated herein by reference). 4.10##Guarantee and Negative Pledge of Linde plc dated May 11, 2020 (Filed as Exhibit 4.3 to the Linde plc Form 8-K dated May 26, 2020, Filing No.1-38730, and is incorporated herein by reference). 4.11##Upstream Guarantee to Linde plc provided by Linde GmbH dated May 11, 2020 (filed as Exhibit 4.4 to Linde plc\u2019s Current Report on Form 8-K dated May 26, 2020, Filing No. 001-38730, and is incorporated hereby by reference) 4.12##Upstream Guarantee to Linde plc provided by Linde Inc. dated May 11, 2020 (filed as Exhibit 4.5 to Linde plc\u2019s Current Report on Form 8-K dated May 26, 2020, Filing No. 001-38730, and is incorporated hereby by reference) 4.13##Amended and Restated Fiscal Agency Agreement, dated May 4, 2023, among Linde plc, as Issuer, and Deutsche Bank Aktiengesellschaft, as Fiscal Agent and Paying Agent (Filed as Exhibit 4.6 to the Linde plc Form 8-K, dated June 12, 2023, Filing No. 1-38730, and incorporated herein by reference.) 4.14##Fiscal Agency Agreement, dated May 11, 2020, among Linde plc, as Issuer and as Guarantor, Linde Finance B.V., as Issuer, and Deutsche Bank Aktiengesellschaft, as Fiscal Agent and Paying Agent (Filed as Exhibit 4.6 to the Linde plc Form 8-K dated May 26. 2020, Filing No 1-37830, and incorporated herein by reference). 4.15##Indenture, dated as of August 10, 2020, among Praxair, Inc., Linde plc and U.S. Bank National Association, as trustee (Filed as Exhibit 4.1 to the Linde plc Form 8-K dated August 10, 2020, Filing No. 1-38730, and incorporated herein by reference). 4.16##Amended and Restated Fiscal Agency Agreement, dated August 3, 2021, among Linde plc, as Issuer and as Guarantor, Linde Finance B.V., as Issuer, and Deutsche Bank Aktiengesellschaft, as Fiscal Agent and Paying Agent (Filed as Exhibit 4.6 to Linde plc 's current report on Form 8-K, dated September 30, 2021, Filing No. 1-38730, and incorporated herein by reference). 4.17##Copies of the agreements related to long-term debt which are not required to be filed as exhibits to this Annual Report on Form 10-K will be furnished to the Securities and Exchange Commission upon request. *10##Form of Non-Employee Director Restricted Stock Unit Award Under the 2021 Linde plc Long Term Incentive Plan (Filed as Exhibit 10.0e to Linde plc's 2021 Annual Report on Form 10-K, Filing No. 1-38730, and is incorporated herein by reference). 10.01##Amended and Restated Five Year Credit Agreement, dated as of December 7, 2022, among Linde plc, certain of its subsidiaries parties thereto as borrowers, the lenders party thereto and Bank of America, N.A., as Administrative Agent.(Filed as Exhibit 10.1 to Linde plc's current report on Form 8-K, dated December 8, 2022, Filing No. 1-38730, and incorporated herein by reference) 10.02##364-Day Credit Agreement, dated as of December 6, 2023, among Linde plc, the Subsidiary Borrowers, certain Subsidiary Guarantors, the lenders party thereto and Bank of America, N.A., as Administrative Agent.(Filed as Exhibit 10.1 to Linde plc's current report on Form 8-K, dated December 6, 2023, Filing No. 1-38730, and incorporated herein by reference) *10.03##2021 Linde plc Long Term Incentive Plan, Effective as of July 26, 2021 (Filed as Exhibit 10.01 to Linde plc\u2019s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, Filing No. 1-38730, and incorporated herein by reference). *10.03a##Form of Transferable Stock Option Award Under the 2021 Linde plc Long Term Incentive Plan (Filed as Exhibit 10.01 to Linde plc\u2019s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, Filing No. 1-38730, and incorporated herein by reference)."}
-{"_id": "LIN20232240", "title": "LIN Table of Contents", "text": " *10.03b##Form of Restricted Stock Unit Award Under the 2021 Linde plc Long Term Incentive Plan (Filed as Exhibit 10.02 to Linde plc\u2019s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, Filing No. 1-38730, and incorporated herein by reference). *10.03c##Form of Performance Share Unit Award Under the 2021 Linde plc Long Term Incentive Plan with Return on Capital performance metrics (Filed as Exhibit 10.03 to Linde plc\u2019s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, Filing No. 1-38730, and incorporated herein by reference). *10.03d##Form of Performance Share Unit Award Under the 2021 Linde plc Long Term Incentive Plan with Total Shareholder Return performance metrics (Filed as Exhibit 10.04 to Linde plc\u2019s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, Filing No. 1-38730, and incorporated herein by reference). *10.04##Linde plc Annual Variable Compensation Plan effective January 1, 2019 (Filed as Exhibit 10.1 to the Company\u2019s Current Report on Form 8-K, filed on January 25, 2019, File No. 1-38730, and is incorporated hereby by reference). *10.05##Praxair, Inc. Supplemental Retirement Income Plan A effective January 1, 2008 (Filed as Exhibit 10.05a to Praxair, Inc.'s 2008 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference). *10.05a##First amendment to the Praxair, Inc. Supplemental Retirement Income Plan A effective January 1, 2010 (Filed as Exhibit 10.05b to Praxair, Inc.'s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference). *10.05b##Second Amendment to Praxair, Inc. Supplemental Retirement Income Plan A effective February 28, 2017, (Filed as Exhibit 10.05c to Praxair, Inc.'s 2016 Annual Report on Form 10-K, Filing No. 1-11037, and is incorporated hereby by reference). *10.05c##Third Amendment to the Praxair, Inc. Supplemental Retirement Income Plan A effective December 1, 2017 (Filed as Exhibit 10.05m to Praxair, Inc.'s 2017 Annual Report on Form 10-K, File No. 1-11037, and is incorporated herein by reference). *10.05d##Praxair, Inc. Supplemental Retirement Income Plan B amended and restated effective December 31, 2007 (Filed as Exhibit 10.05b to Praxair, Inc.'s 2008 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference). *10.05e##First amendment to the Praxair, Inc. Supplemental Retirement Income Plan B effective January 1, 2010 (Filed as Exhibit 10.05d to Praxair, Inc.'s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference). *10.05f##Second Amendment to Praxair, Inc. Supplemental Retirement Income Plan B effective July 1, 2012 (Filed as Exhibit 10.05e to Praxair Inc.\u2019s 2012 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference). *10.05g##Third Amendment to Praxair, Inc. Supplemental Retirement Income Plan B effective February 28, 2017, (Filed as Exhibit 10.05g to Praxair, Inc.\u2019s 2016 Annual Report on Form 10-K, Filing No. 1-11037, and is incorporated herein by reference). *10.05h##Fourth Amendment to the Praxair, Inc. Supplemental Retirement Income Plan B effective December 1, 2017 (Filed as Exhibit 10.05l to Praxair, Inc.\u2019s 2017 Annual Report on Form 10-K, File No. 1-11037, and is incorporated herein by reference). *10.06##Praxair, Inc. Equalization Benefit Plan amended and restated effective December 31, 2007 (Filed as Exhibit 10.05c to Praxair, Inc.\u2019s 2008 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference). *10.06a##First amendment to the Praxair, Inc. Equalization Benefit Plan effective January 1, 2010 (Filed as Exhibit 10.05f to Praxair Inc.\u2019s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference). *10.06b##Second Amendment to the Praxair, Inc. Equalization Benefit Plan effective February 28, 2017,(Filed as Exhibit 10.05j to Praxair, Inc.'s 2016 Annual Report on Form 10-K, Filing No. 1-11037, and is incorporated herein by reference). *10.06c##Third Amendment to the Praxair, Inc. Equalization Benefit Plan effective December 1, 2017 (Filed as Exhibit 10.05k to Praxair, Inc.\u2019s 2017 Annual Report on Form 10-K, File No. 1-11037, and is incorporated herein by reference). *10.06d##Linde Inc. 2018 Equalization Benefit Plan, Amended and Restated effective September 1, 2020 (Filed as Exhibit 10.5 to Linde plc's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, Filing No. 1-38730, and incorporated herein by reference). *10.06e##Linde Inc. 2018 Supplemental Retirement Income Plan A, Amended and Restated effective September 1, 2020 (Filed as Exhibit 10.3 to Linde plc\u2019s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, Filing No. 1-38730, and incorporated herein by reference)."}
-{"_id": "LIN20232260", "title": "LIN Table of Contents", "text": " *10.06f##Linde Inc. 2018 Supplemental Retirement Income Plan B, Amended and Restated effective September 1, 2020 (Filed as Exhibit 10.4 to Linde plc's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, Filing No. 1-38730, and incorporated herein by reference). *10.07##Praxair, Inc. Director\u2019s Fees Deferral Plan amended and restated effective January 26, 2010 (Filed as Exhibit 10.06 to Praxair Inc.\u2019s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference). *10.08##Linde Compensation Deferral Program Amended and Restated effective September 1, 2020 (Filed as Exhibit 10.2 to Linde plc's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. Filing No. 1-38730, and incorporated herein by reference). *10.09##First Amendment to the Linde Compensation Deferral Program effective April 1, 2021. (Filed as Exhibit 10.01 to Linde plc\u2019s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021. Filing No. 1-38730 and incorporated herein by reference). *10.10##Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 4.03 to Praxair, Inc.'s Form S-8, filed on October 31, 2018, File No. 333-228084, and incorporated herein by reference). *10.10a##First Amendment, dated as of April 25, 2017, to the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.01 to Praxair, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, Filing No. 1-11037, and is incorporated herein by reference). *10.10b##Second Amendment dated September 8, 2020 to the Amended and Restated 2009 Praxair, Inc Long Term Incentive Plan (Filed as Exhibit 10.1 to Linde plc's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, Filing No. 1-38730, and incorporated herein by reference). *10.10c##Form of Standard Option Award under the 2009 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.22 to Praxair, Inc.'s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference). *10.10d##Form of Transferable Option Award under the 2009 Praxair, Inc. Long Term Incentive Plan (Filed as Exhibit 10.23 to Praxair, Inc.'s 2009 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference). *10.10e##Form of Transferable Option Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2015-2017 (Filed as Exhibit 10.26 to Praxair, Inc.'s 2014 Annual Report on Form 10-K, Filing No. 1-11037, and incorporated herein by reference). *10.10f##Form of Transferable Option Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2018 (Filed as Exhibit 10.26a to Praxair, Inc.\u2019s 2017 Annual Report on Form 10-K, File No. 1-11037, and incorporated herein by reference). *10.10g##Form of Restricted Stock Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2018 (Filed as Exhibit 10.27a to Praxair, Inc.\u2019s 2017 Annual Report on Form 10-K, File No. 1-11037, and incorporated herein by reference). *10.10h##Form of Non-Employee Director Restricted Stock Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants made in 2019 and thereafter (Filed as Exhibit 10.10i to Linde plc's 2019 Annual Report on Form 10-K, Filing No. 1-38730, and incorporated herein by reference). *10.10i##Form of Transferable Option Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants beginning in 2019 (Filed as Exhibit 10.11L to Linde plc\u2019s 2018 Annual Report on Form 10-K, Filing No. 1-38730, and incorporated herein by reference). *10.10j##Form of Restricted Stock Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants beginning in 2019 (Filed as Exhibit 10.11M to Linde plc\u2019s 2018 Annual Report on Form 10-K, Filing No. 1-38730, and incorporated herein by reference). *10.10k##Form of Performance Share Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants beginning in 2019 with Return on Capital performance metrics (Filed as Exhibit 10.11N to Linde plc\u2019s 2018 Annual Report on Form 10-K, Filing No. 1-38730, and incorporated herein by reference). *10.10l##Form of Performance Share Unit Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan for grants beginning in 2019 with Total Shareholder Return performance metrics (Filed as Exhibit 10.11O to Linde plc\u2019s 2018 Annual Report on Form 10-K, Filing No. 1-38730, and incorporated herein by reference). *10.11##Pension Agreement among Linde AG, Linde Holding GmbH and Mr. Sanjiv Lamba, dated December 20, 2019 (Filed as Exhibit 10.13a to Linde plc's 2019 Annual Report on Form 10-K, Filing No. 1-38730, and incorporated herein by reference)."}
-{"_id": "LIN20232277", "title": "LIN Table of Contents", "text": " 10.12##Offer Letter between Linde plc and Sanjiv Lamba dated November 12, 2021 (Filed as Exhibit 10.1 to Linde plc\u2019s current report on Form 8-K dated November 18, 2021, File No. 1-38730, and incorporated herein by reference). 10.13##Nondisclosure, Nonsolicitation and Noncompetition Agreement between Linde Inc. and Sanjiv Lamba dated as of November 7, 2021 (Filed as Exhibit 10.2 to Linde plc\u2019s current report on Form 8-K dated November 18, 2021, File No. 1-38730, and incorporated herein by reference). *10.14##Form of Linde plc Director Indemnification Agreement (Filed as Exhibit 10.1 to the Company\u2019s Current Report on Form 8-K, filed on October 31, 2018, File No. 333-218485, and incorporated herein by reference). 21.01##Subsidiaries of Linde plc 23.01##Consent of Independent Registered Public Accounting Firm. 31.01##Rule 13a-14(a) Certification 31.02##Rule 13a-14(a) Certification 32.01##Section 1350 Certification (such certifications are furnished for the information of the Commission and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act). 32.02##Section 1350 Certification (such certifications are furnished for the information of the Commission and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act). 97.1##Linde plc Executive Clawback Policy adopted by the Board of Directors of Linde plc on October 23, 2023. 101.INS##XBRL Instance Document: The XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH##XBRL Taxonomy Extension Schema 101.CAL##XBRL Taxonomy Extension Calculation Linkbase 101.LAB##XBRL Taxonomy Extension Label Linkbase 101.PRE##XBRL Taxonomy Extension Presentation Linkbase 101.DEF##XBRL Taxonomy Extension Definition Linkbase"}
-{"_id": "LIN20232278", "title": "LIN Table of Contents", "text": "Copies of exhibits incorporated by reference can be obtained from the SEC and are located in SEC File No. 1-11037."}
-{"_id": "LIN20232279", "title": "LIN Table of Contents", "text": "* Indicates a management contract or compensatory plan or arrangement."}
-{"_id": "LIN20232281", "title": "LIN Table of Contents", "text": "** Certain schedules or similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplemental copies of any of the omitted schedules or attachments upon request by the SEC."}
-{"_id": "LIN20232285", "title": "LIN FORM 10-K SUMMARY", "text": "None."}
-{"_id": "LIN20232293", "title": "LIN Linde plc and Subsidiaries", "text": "Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ####Linde plc ####(Registrant) Date: February 28, 2024##By:##/s/ KELCEY E. HOYT ####Kelcey E. Hoyt Chief Accounting Officer"}
-{"_id": "LIN20232302", "title": "LIN Linde plc and Subsidiaries", "text": "Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 28, 2024. /s/ STEPHEN F. ANGEL##/s/ SANJIV LAMBA##/s/ MATTHEW J. WHITE Stephen F. Angel Chairman##Sanjiv Lamba Chief Executive Officer and Director##Matthew J. White Chief Financial Officer /s/ PROF. DDR. ANN-KRISTIN ACHLIETNER##/s/ ROBERT L. WOOD##/s/ DR. THOMAS ENDERS Ann-Kristin Achleitner Director##Robert L. Wood Director##Thomas Enders Director /s/ JOSEF KAESER##/s/ DR. VICTORIA OSSADNIK##/s/ ALBERTO WEISSER Josef Kaeser Director##Victoria Ossadnik Director##Alberto Weisser Director /s/ PROF. DR. MARTIN H. RICHENHAGEN##/s/ HUGH GRANT## Martin Richenhagen Director##Hugh Grant Director##"}
-{"_id": "MSFT20230006", "title": "MSFT Note About Forward-Looking Statements", "text": "This report includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are \u201cforward-looking statements\u201d within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report, including the following sections: \u201cBusiness\u201d (Part I, Item 1 of this Form 10-K), \u201cRisk Factors\u201d (Part I, Item 1A of this Form 10-K), and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d (Part II, Item 7 of this Form 10-K). These forward-looking statements generally are identified by the words \u201cbelieve,\u201d \u201cproject,\u201d \u201cexpect,\u201d \u201canticipate,\u201d \u201cestimate,\u201d \u201cintend,\u201d \u201cstrategy,\u201d \u201cfuture,\u201d \u201copportunity,\u201d \u201cplan,\u201d \u201cmay,\u201d \u201cshould,\u201d \u201cwill,\u201d \u201cwould,\u201d \u201cwill be,\u201d \u201cwill continue,\u201d \u201cwill likely result,\u201d and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in \u201cRisk Factors,\u201d \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d and \u201cQuantitative and Qualitative Disclosures about Market Risk\u201d (Part II, Item 7A of this Form 10-K). Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise."}
-{"_id": "MSFT20230010", "title": "MSFT Embracing Our Future", "text": "Microsoft is a technology company whose mission is to empower every person and every organization on the planet to achieve more. We strive to create local opportunity, growth, and impact in every country around the world. We are creating the platforms and tools, powered by artificial intelligence (\u201cAI\u201d), that deliver better, faster, and more effective solutions to support small and large business competitiveness, improve educational and health outcomes, grow public-sector efficiency, and empower human ingenuity. From infrastructure and data, to business applications and collaboration, we provide unique, differentiated value to customers."}
-{"_id": "MSFT20230011", "title": "MSFT Embracing Our Future", "text": "In a world of increasing economic complexity, AI has the power to revolutionize many types of work. Microsoft is now innovating and expanding our portfolio with AI capabilities to help people and organizations overcome today\u2019s challenges and emerge stronger. Customers are looking to unlock value from their digital spend and innovate for this next generation of AI, while simplifying security and management. Those leveraging the Microsoft Cloud are best positioned to take advantage of technological advancements and drive innovation. Our investment in AI spans the entire company, from Microsoft Teams and Outlook, to Bing and Xbox, and we are infusing generative AI capability into our consumer and commercial offerings to deliver copilot capability for all services across the Microsoft Cloud."}
-{"_id": "MSFT20230012", "title": "MSFT Embracing Our Future", "text": "We\u2019re committed to making the promise of AI real \u2013 and doing it responsibly. Our work is guided by a core set of principles: fairness, reliability and safety, privacy and security, inclusiveness, transparency, and accountability."}
-{"_id": "MSFT20230014", "title": "MSFT What We Offer", "text": "Founded in 1975, we develop and support software, services, devices, and solutions that deliver new value for customers and help people and businesses realize their full potential."}
-{"_id": "MSFT20230015", "title": "MSFT What We Offer", "text": "We offer an array of services, including cloud-based solutions that provide customers with software, services, platforms, and content, and we provide solution support and consulting services. We also deliver relevant online advertising to a global audience."}
-{"_id": "MSFT20230016", "title": "MSFT What We Offer", "text": "Our products include operating systems, cross-device productivity and collaboration applications, server applications, business solution applications, desktop and server management tools, software development tools, and video games. We also design and sell devices, including PCs, tablets, gaming and entertainment consoles, other intelligent devices, and related accessories."}
-{"_id": "MSFT20230021", "title": "MSFT The Ambitions That Drive Us", "text": "To achieve our vision, our research and development efforts focus on three interconnected ambitions: \u2022Reinvent productivity and business processes. \u2022Build the intelligent cloud and intelligent edge platform. \u2022Create more personal computing."}
-{"_id": "MSFT20230025", "title": "MSFT Reinvent Productivity and Business Processes", "text": "At Microsoft, we provide technology and resources to help our customers create a secure, productive work environment. Our family of products plays a key role in the ways the world works, learns, and connects."}
-{"_id": "MSFT20230026", "title": "MSFT Reinvent Productivity and Business Processes", "text": "Our growth depends on securely delivering continuous innovation and advancing our leading productivity and collaboration tools and services, including Office 365, Dynamics 365, and LinkedIn. Microsoft 365 brings together Office 365, Windows, and Enterprise Mobility + Security to help organizations empower their employees with AI-backed tools that unlock creativity, increase collaboration, and fuel innovation, all the while enabling compliance coverage and data protection. Microsoft Teams is a comprehensive platform for work, with meetings, calls, chat, collaboration, and business process automation. Microsoft Viva is an employee experience platform that brings together communications, knowledge, learning, resources, and insights. Microsoft 365 Copilot combines next-generation AI with business data in the Microsoft Graph and Microsoft 365 applications."}
-{"_id": "MSFT20230027", "title": "MSFT Reinvent Productivity and Business Processes", "text": "Together with the Microsoft Cloud, Dynamics 365, Microsoft Teams, and our AI offerings bring a new era of collaborative applications that optimize business functions, processes, and applications to better serve customers and employees while creating more business value. Microsoft Power Platform is helping domain experts drive productivity gains with low-code/no-code tools, robotic process automation, virtual agents, and business intelligence. In a dynamic labor market, LinkedIn is helping professionals use the platform to connect, learn, grow, and get hired."}
-{"_id": "MSFT20230029", "title": "MSFT Build the Intelligent Cloud and Intelligent Edge Platform", "text": "As digital transformation and adoption of AI accelerates and revolutionizes more business workstreams, organizations in every sector across the globe can address challenges that will have a fundamental impact on their success. For enterprises, digital technology empowers employees, optimizes operations, engages customers, and in some cases, changes the very core of products and services. We continue to invest in high performance and sustainable computing to meet the growing demand for fast access to Microsoft services provided by our network of cloud computing infrastructure and datacenters."}
-{"_id": "MSFT20230030", "title": "MSFT Build the Intelligent Cloud and Intelligent Edge Platform", "text": "Our cloud business benefits from three economies of scale: datacenters that deploy computational resources at significantly lower cost per unit than smaller ones; datacenters that coordinate and aggregate diverse customer, geographic, and application demand patterns, improving the utilization of computing, storage, and network resources; and multi-tenancy locations that lower application maintenance labor costs."}
-{"_id": "MSFT20230031", "title": "MSFT Build the Intelligent Cloud and Intelligent Edge Platform", "text": "The Microsoft Cloud provides the best integration across the technology stack while offering openness, improving time to value, reducing costs, and increasing agility. Being a global-scale cloud, Azure uniquely offers hybrid consistency, developer productivity, AI capabilities, and trusted security and compliance. We see more emerging use cases and needs for compute and security at the edge and are accelerating our innovation across the spectrum of intelligent edge devices, from Internet of Things (\u201cIoT\u201d) sensors to gateway devices and edge hardware to build, manage, and secure edge workloads."}
-{"_id": "MSFT20230032", "title": "MSFT Build the Intelligent Cloud and Intelligent Edge Platform", "text": "Our AI platform, Azure AI, is helping organizations transform, bringing intelligence and insights to the hands of their employees and customers to solve their most pressing challenges. Organizations large and small are deploying Azure AI solutions to achieve more at scale, more easily, with the proper enterprise-level and responsible AI protections."}
-{"_id": "MSFT20230033", "title": "MSFT Build the Intelligent Cloud and Intelligent Edge Platform", "text": "We have a long-term partnership with OpenAI, a leading AI research and deployment company. We deploy OpenAI\u2019s models across our consumer and enterprise products. As OpenAI\u2019s exclusive cloud provider, Azure powers all of OpenAI's workloads. We have also increased our investments in the development and deployment of specialized supercomputing systems to accelerate OpenAI\u2019s research."}
-{"_id": "MSFT20230034", "title": "MSFT Build the Intelligent Cloud and Intelligent Edge Platform", "text": "Our hybrid infrastructure offers integrated, end-to-end security, compliance, identity, and management capabilities to support the real-world needs and evolving regulatory requirements of commercial customers and enterprises. Our industry clouds bring together capabilities across the entire Microsoft Cloud, along with industry-specific customizations. Azure Arc simplifies governance and management by delivering a consistent multi-cloud and on-premises management platform."}
-{"_id": "MSFT20230035", "title": "MSFT Build the Intelligent Cloud and Intelligent Edge Platform", "text": "Nuance, a leader in conversational AI and ambient intelligence across industries including healthcare, financial services, retail, and telecommunications, joined Microsoft in 2022. Microsoft and Nuance enable organizations to accelerate their business goals with security-focused, cloud-based solutions infused with AI."}
-{"_id": "MSFT20230038", "title": "MSFT Build the Intelligent Cloud and Intelligent Edge Platform", "text": "We are accelerating our development of mixed reality solutions with new Azure services and devices. Microsoft Mesh enables organizations to create custom, immersive experiences for the workplace to help bring remote and hybrid workers and teams together."}
-{"_id": "MSFT20230039", "title": "MSFT Build the Intelligent Cloud and Intelligent Edge Platform", "text": "The ability to convert data into AI drives our competitive advantage. The Microsoft Intelligent Data Platform is a leading cloud data platform that fully integrates databases, analytics, and governance. The platform empowers organizations to invest more time creating value rather than integrating and managing their data. Microsoft Fabric is an end-to-end, unified analytics platform that brings together all the data and analytics tools that organizations need."}
-{"_id": "MSFT20230040", "title": "MSFT Build the Intelligent Cloud and Intelligent Edge Platform", "text": "GitHub Copilot is at the forefront of AI-powered software development, giving developers a new tool to write code easier and faster so they can focus on more creative problem-solving. From GitHub to Visual Studio, we provide a developer tool chain for everyone, no matter the technical experience, across all platforms, whether Azure, Windows, or any other cloud or client platform."}
-{"_id": "MSFT20230041", "title": "MSFT Build the Intelligent Cloud and Intelligent Edge Platform", "text": "Windows also plays a critical role in fueling our cloud business with Windows 365, a desktop operating system that\u2019s also a cloud service. From another internet-connected device, including Android or macOS devices, users can run Windows 365, just like a virtual machine."}
-{"_id": "MSFT20230042", "title": "MSFT Build the Intelligent Cloud and Intelligent Edge Platform", "text": "Additionally, we are extending our infrastructure beyond the planet, bringing cloud computing to space. Azure Orbital is a fully managed ground station as a service for fast downlinking of data."}
-{"_id": "MSFT20230044", "title": "MSFT Create More Personal Computing", "text": "We strive to make computing more personal, enabling users to interact with technology in more intuitive, engaging, and dynamic ways."}
-{"_id": "MSFT20230045", "title": "MSFT Create More Personal Computing", "text": "Windows 11 offers innovations focused on enhancing productivity, including Windows Copilot with centralized AI assistance and Dev Home to help developers become more productive. Windows 11 security and privacy features include operating system security, application security, and user and identity security."}
-{"_id": "MSFT20230046", "title": "MSFT Create More Personal Computing", "text": "Through our Search, News, Mapping, and Browser services, Microsoft delivers unique trust, privacy, and safety features. In February 2023, we launched an all new, AI-powered Microsoft Edge browser and Bing search engine with Bing Chat to deliver better search, more complete answers, and the ability to generate content. Microsoft Edge is our fast and secure browser that helps protect users\u2019 data. Quick access to AI-powered tools, apps, and more within Microsoft Edge\u2019s sidebar enhance browsing capabilities."}
-{"_id": "MSFT20230047", "title": "MSFT Create More Personal Computing", "text": "We are committed to designing and marketing first-party devices to help drive innovation, create new device categories, and stimulate demand in the Windows ecosystem. The Surface family includes Surface Pro, Surface Laptop, and other Surface products."}
-{"_id": "MSFT20230048", "title": "MSFT Create More Personal Computing", "text": "Microsoft continues to invest in gaming content, community, and cloud services. We have broadened our approach to how we think about gaming end-to-end, from the way games are created and distributed to how they are played, including subscription services like Xbox Game Pass and new devices from third-party manufacturers so players can engage across PC, console, and mobile. In January 2022, we announced plans to acquire Activision Blizzard, Inc., a leader in game development and an interactive entertainment content publisher."}
-{"_id": "MSFT20230058", "title": "MSFT Our Future Opportunity", "text": "We are focused on helping customers use the breadth and depth of the Microsoft Cloud to get the most value out of their digital spend while leading the new AI wave across our solution areas. We continue to develop complete, intelligent solutions for our customers that empower people to be productive and collaborate, while safeguarding businesses and simplifying IT management. Our goal is to lead the industry in several distinct areas of technology over the long term, which we expect will translate to sustained growth. We are investing significant resources in: \u2022Transforming the workplace to deliver new modern, modular business applications, drive deeper insights, and improve how people communicate, collaborate, learn, work, and interact with one another. \u2022Building and running cloud-based services in ways that utilize ubiquitous computing to unleash new experiences and opportunities for businesses and individuals. \u2022Applying AI and ambient intelligence to drive insights, revolutionize many types of work, and provide substantive productivity gains using natural methods of communication. \u2022Tackling security from all angles with our integrated, end-to-end solutions spanning security, compliance, identity, and management, across all clouds and platforms. \u2022Inventing new gaming experiences that bring people together around their shared love for games on any devices and pushing the boundaries of innovation with console and PC gaming. \u2022Using Windows to fuel our cloud business, grow our share of the PC market, and drive increased engagement with our services like Microsoft 365 Consumer, Microsoft Teams, Microsoft Edge, Bing, Xbox Game Pass, and more."}
-{"_id": "MSFT20230059", "title": "MSFT Our Future Opportunity", "text": "Our future growth depends on our ability to transcend current product category definitions, business models, and sales motions."}
-{"_id": "MSFT20230062", "title": "MSFT Commitment to Sustainability", "text": "Microsoft\u2019s approach to addressing climate change starts with the sustainability of our own business. In 2020, we committed to being a carbon negative, water positive, and zero waste company by 2030."}
-{"_id": "MSFT20230063", "title": "MSFT Commitment to Sustainability", "text": "In May 2023, we released our Environmental Sustainability Report which looked back at our progress during fiscal year 2022. We continued to make progress on our goals, with our overall emissions declining by 0.5 percent. While our Scope 1 and Scope 2 emissions continued to decline, Scope 3 emissions increased by 0.5 percent. Scope 3 represented 96 percent of our total emissions, resulting primarily from the operations of our suppliers and the use of our products across our customers."}
-{"_id": "MSFT20230068", "title": "MSFT Commitment to Sustainability", "text": "A few examples of our continued progress include: \u2022Signed new power purchase agreements, bringing our total portfolio of carbon-free energy to over 13.5 gigawatts. \u2022Contracted for water replenishment projects that are estimated to provide more than 15.6 million cubic meters in volumetric water benefit over the lifetime of these projects. \u2022Diverted 12,159 metric tons of solid waste from landfills and incinerators across our direct operational footprint. \u2022Protected 12,270 acres of land in Belize \u2013 more than the 11,206 acres of land that we use around the world."}
-{"_id": "MSFT20230069", "title": "MSFT Commitment to Sustainability", "text": "Microsoft has a role to play in developing and advancing new climate solutions, but we recognize that no solution can be offered by any single company, organization, or government. Our approach helps to support the sustainability needs of our customers and the global community. Our Microsoft Cloud for Sustainability, an environmental sustainability management platform that includes Microsoft Sustainability Manager, enables organizations to record, report, and reduce their Scope 1, 2, and 3 emissions. These digital tools can interoperate with business systems and unify data intelligence for organizations."}
-{"_id": "MSFT20230076", "title": "MSFT Addressing Racial Injustice and Inequity", "text": "We are committed to addressing racial injustice and inequity in the United States for Black and African American communities and helping improve lived experiences at Microsoft, in employees\u2019 communities, and beyond. Our Racial Equity Initiative focuses on three multi-year pillars, each containing actions and progress we expect to make or exceed by 2025. \u2022Strengthening our communities: using data, technology, and partnerships to help improve the lives of Black and African American people in the United States, including our employees and their communities. \u2022Engaging our ecosystem: using our balance sheet and relationships with suppliers and partners to foster societal change and create new opportunities. \u2022Increasing representation and strengthening inclusion: building on our momentum by adding a $150 million investment to strengthen inclusion and double the number of Black, African American, Hispanic, and Latinx leaders in the United States by 2025."}
-{"_id": "MSFT20230081", "title": "MSFT Addressing Racial Injustice and Inequity", "text": "In fiscal year 2023, we collaborated with partners and worked within neighborhoods and communities to launch and scale a number of projects and programs, including: \u2022Working with 103 unique organizations in 165 cities and counties on our Justice Reform Initiative to empower communities and advance racial equity and fairness in the justice system. \u2022Increasing access to affordable broadband, devices, and digital literacy training across 14 geographies, including 11 cities and three states in the Black Rural south. \u2022Growing our Nonprofit Tech Acceleration for Black and African American Communities program, which uses data, technology, and partnerships to help more than 2,000 local organizations to modernize and streamline operations. \u2022Expanding our Technology Education and Learning Support (\u201cTEALS\u201d) program to reach nearly 400 high schools in 21 communities to increase computer science opportunities for Black and African American students."}
-{"_id": "MSFT20230082", "title": "MSFT Addressing Racial Injustice and Inequity", "text": "We exceeded our 2020 goal to double the percentage of our transaction volumes with Black- and African American-owned financial institutions by 2023. We are also increasing investment activity with Black- and African American-owned asset managers, which now represent 45 percent of our external manager group, enabling increased funds into local communities. We also met our goal of creating a $100 million program focused on mission-driven banks. We enriched our supplier pipeline, achieving our goal to spend $500 million with double the number of Black- and African American-owned suppliers. We also increased the number of identified partners in the Black Partner Growth Initiative by more than 250 percent, surpassing our initial goal."}
-{"_id": "MSFT20230083", "title": "MSFT Addressing Racial Injustice and Inequity", "text": "We have made meaningful progress on representation and inclusion at Microsoft. As of June 2023, we are 93 percent of the way to our 2025 commitment to double the number of Black and African American people managers in the U.S. (below director level), and 107 percent of the way for Black and African American directors (people managers and individual contributors). We are 28 percent of the way for Hispanic and Latinx people managers (below director level) and 74 percent of the way for Hispanic and Latinx directors."}
-{"_id": "MSFT20230085", "title": "MSFT Investing in Digital Skills", "text": "After helping over 80 million jobseekers around the world access digital skilling resources, we introduced a new Skills for Jobs initiative to support a more skills-based labor market, with greater flexibility and accessible learning paths to develop the right skills needed for the most in-demand jobs. Our Skills for Jobs initiative brings together learning resources, certification opportunities, and job-seeker tools from LinkedIn, GitHub, and Microsoft Learn, and is built on data insights drawn from LinkedIn\u2019s Economic Graph."}
-{"_id": "MSFT20230086", "title": "MSFT Investing in Digital Skills", "text": "We also launched a national campaign to help skill and recruit 250,000 people into the cybersecurity workforce by 2025, representing half of the country\u2019s workforce shortage. To that end, we are making curriculum available free of charge to all of the nation\u2019s higher education institutions, providing training for new and existing faculty, and providing scholarships and supplemental resources to 25,000 students. We have expanded the cyber skills initiative to 27 additional countries that show elevated cyberthreat risks coupled with significant gaps in their cybersecurity workforces, partnering with nonprofits and other educational institutions to train the next generation of cybersecurity workers."}
-{"_id": "MSFT20230087", "title": "MSFT Investing in Digital Skills", "text": "Generative AI is creating unparalleled opportunities to empower workers globally, but only if everyone has the skills to use it. To address this, in June 2023 we launched a new AI Skills Initiative to help everyone learn how to harness the power of AI. This includes a new LinkedIn learning pathway offering new coursework on learning the foundations of generative AI. We also launched a new global grant challenge to uncover new ways of training workers on generative AI and are providing greater access to digital learning events and resources for everyone to improve their AI fluency."}
-{"_id": "MSFT20230092", "title": "MSFT Overview", "text": "Microsoft aims to recruit, develop, and retain world-changing talent from a diversity of backgrounds. To foster their and our success, we seek to create an environment where people can thrive and do their best work. We strive to maximize the potential of our human capital resources by creating a respectful, rewarding, and inclusive work environment that enables our global employees to create products and services that further our mission."}
-{"_id": "MSFT20230093", "title": "MSFT Overview", "text": "As of June 30, 2023, we employed approximately 221,000 people on a full-time basis, 120,000 in the U.S. and 101,000 internationally. Of the total employed people, 89,000 were in operations, including manufacturing, distribution, product support, and consulting services; 72,000 were in product research and development; 45,000 were in sales and marketing; and 15,000 were in general and administration. Certain employees are subject to collective bargaining agreements."}
-{"_id": "MSFT20230095", "title": "MSFT Our Culture", "text": "Microsoft\u2019s culture is grounded in growth mindset. This means everyone is on a continuous journey to learn and grow, operating as one company instead of multiple siloed businesses."}
-{"_id": "MSFT20230096", "title": "MSFT Our Culture", "text": "Our employee listening systems enable us to gather feedback directly from our workforce to inform our programs and employee needs globally. Employees participate in our Employee Signals surveys, which cover a variety of topics such as thriving, inclusion, team culture, wellbeing, and learning and development. We also collect Daily Signals employee survey responses, giving us real-time insights into ways we can support our employees. In addition to Employee Signals and Daily Signals surveys, we gain insights through onboarding, exit surveys, internal Viva Engage channels, employee Q&A sessions, and our internal AskHR Service support."}
-{"_id": "MSFT20230101", "title": "MSFT Our Culture", "text": "Diversity and inclusion are core to our business model, and we hold ourselves accountable for driving global systemic change in our workforce and creating an inclusive work environment. We support multiple highly active Employee Resource Groups for women, families, racial and ethnic minorities, military, people with disabilities, and employees who identify as LGBTQIA+, where employees can go for support, networking, and community-building. As described in our 2022 Proxy Statement, annual performance and compensation reviews of our senior leadership team include an evaluation of their contributions to employee culture and diversity. To ensure accountability over time, we publicly disclose our progress on a multitude of workforce metrics including: \u2022Detailed breakdowns of gender, racial, and ethnic minority representation in our employee population, with data by job types, levels, and segments of our business. \u2022Our EEO-1 report (equal employment opportunity). \u2022Disability representation. \u2022Pay equity (see details below)."}
-{"_id": "MSFT20230103", "title": "MSFT Total Rewards and Pay Equity", "text": "We develop dynamic, sustainable, market-driven, and strategic programs with the goal of providing a highly differentiated portfolio to attract, reward, and retain top talent and enable our employees to thrive. These programs reinforce our culture and values such as collaboration and growth mindset. Managers evaluate and recommend rewards based on, for example, how well we leverage the work of others and contribute to the success of our colleagues. We monitor pay equity and career progress across multiple dimensions. Our total compensation opportunity is highly differentiated and is market competitive."}
-{"_id": "MSFT20230106", "title": "MSFT Total Rewards and Pay Equity", "text": "In order to manage our costs in a dynamic, competitive environment, in fiscal year 2023 we announced that base salaries of salaried employees would remain at fiscal year 2022 levels. Pay increases continue to be available for rewards-eligible hourly and equivalent employees. We will continue our practice of investing in stock for all rewards-eligible employees, salaried and hourly, and investing in bonuses for all eligible employees."}
-{"_id": "MSFT20230107", "title": "MSFT Total Rewards and Pay Equity", "text": "Since 2016, we have reported on pay equity as part of our annual Diversity and Inclusion report. In 2022, we reported that all racial and ethnic minority employees in the U.S. combined earn $1.008 for every $1.000 earned by their white counterparts, that women in the U.S. earn $1.007 for every $1.000 earned by their counterparts who are men, and that women outside the U.S. earn $1.002 for every $1.000 earned by their counterparts outside the U.S. who are men. In this year\u2019s report, we again expanded our pay equity data beyond the U.S. to report on 61 additional countries (up from 12 last year), representing 99.8% of our global Microsoft workforce."}
-{"_id": "MSFT20230108", "title": "MSFT Total Rewards and Pay Equity", "text": "In addition, we began reporting on unadjusted median pay in our annual report, comparing total pay amounts for all employees regardless of factors such as job title, level, or tenure. For employees who are eligible for rewards, the analysis showed that total pay for women is 89.6% of total pay for men in the U.S. and 86.2% outside of the U.S., and total pay for racial and ethnic minorities in the U.S. is 89.9% of total pay for white employees. As we continue to increase representation for women and racial and ethnic minorities at more senior levels, and continue to ensure pay equity for all, the gap between the medians will reduce."}
-{"_id": "MSFT20230109", "title": "MSFT Total Rewards and Pay Equity", "text": "Our intended result is a global performance and development approach that fosters our culture, and competitive compensation that ensures equitable pay by role while supporting pay for performance."}
-{"_id": "MSFT20230111", "title": "MSFT Wellbeing and Hybrid Work", "text": "Microsoft is committed to supporting our employees\u2019 wellbeing while they are at work and in their personal lives. We have invested significantly in wellbeing, and offer a differentiated benefits package which includes many physical, emotional, and financial wellness programs including counseling through the Microsoft CARES Employee Assistance Program, mental wellbeing support, flexible fitness benefits, disability accommodations, savings and investment tools, adoption assistance, and back-up care for children and elders. Finally, our Occupational Health and Safety program helps ensure employees can stay safe while they are working."}
-{"_id": "MSFT20230112", "title": "MSFT Wellbeing and Hybrid Work", "text": "We introduced Hybrid Workplace Flexibility Guidance to better support leaders, managers, and employees in hybrid work scenarios. Our ongoing survey data shows that 93% of employees value the flexibility related to work location, work site, and work hours, and 78% are satisfied with the quality of connection with co-workers. There is no one-size-fits-all approach to flexible work at Microsoft. As a company, we will continue to leverage data and research to inform decision making, balancing the needs of business, team, and individual."}
-{"_id": "MSFT20230114", "title": "MSFT Learning and Development", "text": "We offer a range of learning opportunities, including personalized opportunities on our internal and external learning portals, in-classroom learning, required learning on compliance and company culture, on-the-job advancement opportunities, and manager coaching. We also provide customized manager learning, new employee orientation, and tools for operating in a flexible hybrid work environment."}
-{"_id": "MSFT20230115", "title": "MSFT Learning and Development", "text": "All Microsoft employees globally access our single Viva Learning tool for both required and personal choice learning. This includes courses focused on our core principles and compliance matters, such as Business Conduct, Privacy, Security Foundations, and Harassment Prevention. We also deliver skills training for employees based on their profession and role discipline."}
-{"_id": "MSFT20230118", "title": "MSFT Learning and Development", "text": "We have over 27,000 people managers, all of whom must complete between 20-33 hours of compulsory training on leadership and management and are assigned additional targeted training on an ongoing basis related to people management, compliance, and culture."}
-{"_id": "MSFT20230120", "title": "MSFT OPERATING SEGMENTS", "text": "We operate our business and report our financial performance using three segments: Productivity and Business Processes, Intelligent Cloud, and More Personal Computing. Our segments provide management with a comprehensive financial view of our key businesses. The segments enable the alignment of strategies and objectives across the development, sales, marketing, and services organizations, and they provide a framework for timely and rational allocation of resources within businesses."}
-{"_id": "MSFT20230121", "title": "MSFT OPERATING SEGMENTS", "text": "Additional information on our operating segments and geographic and product information is contained in Note 19 \u2013 Segment Information and Geographic Data of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K)."}
-{"_id": "MSFT20230122", "title": "MSFT OPERATING SEGMENTS", "text": "Our reportable segments are described below."}
-{"_id": "MSFT20230128", "title": "MSFT Productivity and Business Processes", "text": "Our Productivity and Business Processes segment consists of products and services in our portfolio of productivity, communication, and information services, spanning a variety of devices and platforms. This segment primarily comprises: \u2022Office Commercial (Office 365 subscriptions, the Office 365 portion of Microsoft 365 Commercial subscriptions, and Office licensed on-premises), comprising Office, Exchange, SharePoint, Microsoft Teams, Office 365 Security and Compliance, Microsoft Viva, and Microsoft 365 Copilot. \u2022Office Consumer, including Microsoft 365 Consumer subscriptions, Office licensed on-premises, and other Office services. \u2022LinkedIn, including Talent Solutions, Marketing Solutions, Premium Subscriptions, and Sales Solutions. \u2022Dynamics business solutions, including Dynamics 365, comprising a set of intelligent, cloud-based applications across ERP, CRM (including Customer Insights), Power Apps, and Power Automate; and on-premises ERP and CRM applications."}
-{"_id": "MSFT20230130", "title": "MSFT Office Commercial", "text": "Office Commercial is designed to increase personal, team, and organizational productivity through a range of products and services. Growth depends on our ability to reach new users in new markets such as frontline workers, small and medium businesses, and growth markets, as well as add value to our core product and service offerings to span productivity categories such as communication, collaboration, analytics, security, and compliance. Office Commercial revenue is mainly affected by a combination of continued installed base growth and average revenue per user expansion, as well as the continued shift from Office licensed on-premises to Office 365."}
-{"_id": "MSFT20230134", "title": "MSFT Office Consumer", "text": "Office Consumer is designed to increase personal productivity and creativity through a range of products and services. Growth depends on our ability to reach new users, add value to our core product set, and continue to expand our product and service offerings into new markets. Office Consumer revenue is mainly affected by the percentage of customers that buy Office with their new devices and the continued shift from Office licensed on-premises to Microsoft 365 Consumer subscriptions. Office Consumer Services revenue is mainly affected by the demand for communication and storage through Skype, Outlook.com, and OneDrive, which is largely driven by subscriptions, advertising, and the sale of minutes."}
-{"_id": "MSFT20230136", "title": "MSFT LinkedIn", "text": "LinkedIn connects the world\u2019s professionals to make them more productive and successful and transforms the way companies hire, market, sell, and learn. Our vision is to create economic opportunity for every member of the global workforce through the ongoing development of the world\u2019s first Economic Graph, a digital representation of the global economy. In addition to LinkedIn\u2019s free services, LinkedIn offers monetized solutions: Talent Solutions, Marketing Solutions, Premium Subscriptions, and Sales Solutions. Talent Solutions provide insights for workforce planning and tools to hire, nurture, and develop talent. Talent Solutions also includes Learning Solutions, which help businesses close critical skills gaps in times where companies are having to do more with existing talent. Marketing Solutions help companies reach, engage, and convert their audiences at scale. Premium Subscriptions enable professionals to manage their professional identity, grow their network, find jobs, and connect with talent through additional services like premium search. Sales Solutions help companies strengthen customer relationships, empower teams with digital selling tools, and acquire new opportunities. LinkedIn has over 950 million members and has offices around the globe. Growth will depend on our ability to increase the number of LinkedIn members and our ability to continue offering services that provide value for our members and increase their engagement. LinkedIn revenue is mainly affected by demand from enterprises and professional organizations for subscriptions to Talent Solutions, Sales Solutions, and Premium Subscriptions offerings, as well as member engagement and the quality of the sponsored content delivered to those members to drive Marketing Solutions."}
-{"_id": "MSFT20230138", "title": "MSFT Dynamics", "text": "Dynamics provides cloud-based and on-premises business solutions for financial management, enterprise resource planning (\u201cERP\u201d), customer relationship management (\u201cCRM\u201d), supply chain management, and other application development platforms for small and medium businesses, large organizations, and divisions of global enterprises. Dynamics revenue is driven by the number of users licensed and applications consumed, expansion of average revenue per user, and the continued shift to Dynamics 365, a unified set of cloud-based intelligent business applications, including Power Apps and Power Automate."}
-{"_id": "MSFT20230140", "title": "MSFT Competition", "text": "Competitors to Office include software and global application vendors, such as Apple, Cisco Systems, Meta, Google, Okta, Proofpoint, Slack, Symantec, Zoom, and numerous web-based and mobile application competitors as well as local application developers. Apple distributes versions of its pre-installed application software, such as email and calendar products, through its PCs, tablets, and phones. Cisco Systems is using its position in enterprise communications equipment to grow its unified communications business. Meta offers communication tools to enable productivity and engagement within organizations. Google provides a hosted messaging and productivity suite. Slack provides teamwork and collaboration software. Zoom offers videoconferencing and cloud phone solutions. Okta, Proofpoint, and Symantec provide security solutions across email security, information protection, identity, and governance. Web-based offerings competing with individual applications have also positioned themselves as alternatives to our products and services. We compete by providing powerful, flexible, secure, integrated industry-specific, and easy-to-use productivity and collaboration tools and services that create comprehensive solutions and work well with technologies our customers already have both on-premises or in the cloud."}
-{"_id": "MSFT20230141", "title": "MSFT Competition", "text": "LinkedIn faces competition from online professional networks, recruiting companies, talent management companies, and larger companies that are focusing on talent management and human resource services; job boards; traditional recruiting firms; and companies that provide learning and development products and services. Marketing Solutions competes with online and offline outlets that generate revenue from advertisers and marketers, and Sales Solutions competes with online and offline outlets for companies with lead generation and customer intelligence and insights."}
-{"_id": "MSFT20230144", "title": "MSFT Competition", "text": "Dynamics competes with cloud-based and on-premises business solution providers such as Oracle, Salesforce, and SAP."}
-{"_id": "MSFT20230148", "title": "MSFT Intelligent Cloud", "text": "Our Intelligent Cloud segment consists of our public, private, and hybrid server products and cloud services that can power modern business and developers. This segment primarily comprises: \u2022Server products and cloud services, including Azure and other cloud services; SQL Server, Windows Server, Visual Studio, System Center, and related Client Access Licenses (\u201cCALs\u201d); and Nuance and GitHub. \u2022Enterprise Services, including Enterprise Support Services, Industry Solutions (formerly Microsoft Consulting Services), and Nuance professional services."}
-{"_id": "MSFT20230150", "title": "MSFT Server Products and Cloud Services", "text": "Azure is a comprehensive set of cloud services that offer developers, IT professionals, and enterprises freedom to build, deploy, and manage applications on any platform or device. Customers can use Azure through our global network of datacenters for computing, networking, storage, mobile and web application services, AI, IoT, cognitive services, and machine learning. Azure enables customers to devote more resources to development and use of applications that benefit their organizations, rather than managing on-premises hardware and software. Azure revenue is mainly affected by infrastructure-as-a-service and platform-as-a-service consumption-based services, and per user-based services such as Enterprise Mobility + Security."}
-{"_id": "MSFT20230151", "title": "MSFT Server Products and Cloud Services", "text": "Azure AI offerings provide a competitive advantage as companies seek ways to optimize and scale their business with machine learning. Azure\u2019s purpose-built, AI-optimized infrastructure allows advanced models, including GPT-4 services designed for developers and data scientists, to do more with less. Customers can integrate large language models and develop the next generation of AI apps and services."}
-{"_id": "MSFT20230152", "title": "MSFT Server Products and Cloud Services", "text": "Our server products are designed to make IT professionals, developers, and their systems more productive and efficient. Server software is integrated server infrastructure and middleware designed to support software applications built on the Windows Server operating system. This includes the server platform, database, business intelligence, storage, management and operations, virtualization, service-oriented architecture platform, security, and identity software. We also license standalone and software development lifecycle tools for software architects, developers, testers, and project managers. Server products revenue is mainly affected by purchases through volume licensing programs, licenses sold to original equipment manufacturers (\u201cOEM\u201d), and retail packaged products. CALs provide access rights to certain server products, including SQL Server and Windows Server, and revenue is reported along with the associated server product."}
-{"_id": "MSFT20230153", "title": "MSFT Server Products and Cloud Services", "text": "Nuance and GitHub include both cloud and on-premises offerings. Nuance provides healthcare and enterprise AI solutions. GitHub provides a collaboration platform and code hosting service for developers."}
-{"_id": "MSFT20230155", "title": "MSFT Enterprise Services", "text": "Enterprise Services, including Enterprise Support Services, Industry Solutions, and Nuance Professional Services, assist customers in developing, deploying, and managing Microsoft server solutions, Microsoft desktop solutions, and Nuance conversational AI and ambient intelligent solutions, along with providing training and certification to developers and IT professionals on various Microsoft products."}
-{"_id": "MSFT20230159", "title": "MSFT Competition", "text": "Azure faces diverse competition from companies such as Amazon, Google, IBM, Oracle, VMware, and open source offerings. Azure\u2019s competitive advantage includes enabling a hybrid cloud, allowing deployment of existing datacenters with our public cloud into a single, cohesive infrastructure, and the ability to run at a scale that meets the needs of businesses of all sizes and complexities. Our AI offerings compete with AI products from hyperscalers such as Amazon Bedrock, Amazon CodeWhisperer, and Google AI, as well as products from other emerging competitors, many of which are also current or potential partners, including Meta\u2019s LLaMA2 and other open source solutions. Our Enterprise Mobility + Security offerings also compete with products from a range of competitors including identity vendors, security solution vendors, and numerous other security point solution vendors. We believe our cloud\u2019s global scale, coupled with our broad portfolio of identity and security solutions, allows us to effectively solve complex cybersecurity challenges for our customers and differentiates us from the competition."}
-{"_id": "MSFT20230160", "title": "MSFT Competition", "text": "Our server products face competition from a wide variety of server operating systems and applications offered by companies with a range of market approaches. Vertically integrated computer manufacturers such as Hewlett-Packard, IBM, and Oracle offer their own versions of the Unix operating system preinstalled on server hardware. Nearly all computer manufacturers offer server hardware for the Linux operating system, and many contribute to Linux operating system development. The competitive position of Linux has also benefited from the large number of compatible applications now produced by many commercial and non-commercial software developers. A number of companies, such as Red Hat, supply versions of Linux."}
-{"_id": "MSFT20230161", "title": "MSFT Competition", "text": "We compete to provide enterprise-wide computing solutions and point solutions with numerous commercial software vendors that offer solutions and middleware technology platforms, software applications for connectivity (both Internet and intranet), security, hosting, database, and e-business servers. IBM and Oracle lead a group of companies focused on the Java Platform Enterprise Edition that competes with our enterprise-wide computing solutions. Commercial competitors for our server applications for PC-based distributed client-server environments include CA Technologies, IBM, and Oracle. Our web application platform software competes with open source software such as Apache, Linux, MySQL, and PHP. In middleware, we compete against Java vendors."}
-{"_id": "MSFT20230162", "title": "MSFT Competition", "text": "Our database, business intelligence, and data warehousing solutions offerings compete with products from IBM, Oracle, SAP, Snowflake, and other companies. Our system management solutions compete with server management and server virtualization platform providers, such as BMC, CA Technologies, Hewlett-Packard, IBM, and VMware. Our products for software developers compete against offerings from Adobe, IBM, Oracle, and other companies, and also against open source projects, including Eclipse (sponsored by CA Technologies, IBM, Oracle, and SAP), PHP, and Ruby on Rails."}
-{"_id": "MSFT20230163", "title": "MSFT Competition", "text": "We believe our server products provide customers with advantages in performance, total costs of ownership, and productivity by delivering superior applications, development tools, compatibility with a broad base of hardware and software applications, security, and manageability."}
-{"_id": "MSFT20230164", "title": "MSFT Competition", "text": "Our Enterprise Services business competes with a wide range of companies that provide strategy and business planning, application development, and infrastructure services, including multinational consulting firms and small niche businesses focused on specific technologies."}
-{"_id": "MSFT20230170", "title": "MSFT More Personal Computing", "text": "Our More Personal Computing segment consists of products and services that put customers at the center of the experience with our technology. This segment primarily comprises: \u2022Windows, including Windows OEM licensing (\u201cWindows OEM\u201d) and other non-volume licensing of the Windows operating system; Windows Commercial, comprising volume licensing of the Windows operating system, Windows cloud services, and other Windows commercial offerings; patent licensing; and Windows IoT. \u2022Devices, including Surface, HoloLens, and PC accessories. \u2022Gaming, including Xbox hardware and Xbox content and services, comprising first- and third-party content (including games and in-game content), Xbox Game Pass and other subscriptions, Xbox Cloud Gaming, advertising, third-party disc royalties, and other cloud services. \u2022Search and news advertising, comprising Bing (including Bing Chat), Microsoft News, Microsoft Edge, and third-party affiliates."}
-{"_id": "MSFT20230182", "title": "MSFT Windows", "text": "The Windows operating system is designed to deliver a more personal computing experience for users by enabling consistency of experience, applications, and information across their devices. Windows OEM revenue is impacted significantly by the number of Windows operating system licenses purchased by OEMs, which they pre-install on the devices they sell. In addition to computing device market volume, Windows OEM revenue is impacted by: \u2022The mix of computing devices based on form factor and screen size. \u2022Differences in device market demand between developed markets and growth markets. \u2022Attachment of Windows to devices shipped. \u2022Customer mix between consumer, small and medium businesses, and large enterprises. \u2022Changes in inventory levels in the OEM channel. \u2022Pricing changes and promotions, pricing variation that occurs when the mix of devices manufactured shifts from local and regional system builders to large multinational OEMs, and different pricing of Windows versions licensed. \u2022Constraints in the supply chain of device components. \u2022Piracy."}
-{"_id": "MSFT20230183", "title": "MSFT Windows", "text": "Windows Commercial revenue, which includes volume licensing of the Windows operating system and Windows cloud services such as Microsoft Defender for Endpoint, is affected mainly by the demand from commercial customers for volume licensing and Software Assurance (\u201cSA\u201d), as well as advanced security offerings. Windows Commercial revenue often reflects the number of information workers in a licensed enterprise and is relatively independent of the number of PCs sold in a given year."}
-{"_id": "MSFT20230184", "title": "MSFT Windows", "text": "Patent licensing includes our programs to license patents we own for use across a broad array of technology areas, including mobile devices and cloud offerings."}
-{"_id": "MSFT20230185", "title": "MSFT Windows", "text": "Windows IoT extends the power of Windows and the cloud to intelligent systems by delivering specialized operating systems, tools, and services for use in embedded devices."}
-{"_id": "MSFT20230187", "title": "MSFT Devices", "text": "We design and sell devices, including Surface, HoloLens, and PC accessories. Our devices are designed to enable people and organizations to connect to the people and content that matter most using Windows and integrated Microsoft products and services. Surface is designed to help organizations, students, and consumers be more productive. Growth in Devices is dependent on total PC shipments, the ability to attract new customers, our product roadmap, and expanding into new categories."}
-{"_id": "MSFT20230189", "title": "MSFT Gaming", "text": "Our gaming platform is designed to provide a variety of entertainment through a unique combination of content, community, and cloud services. Our exclusive game content is created through Xbox Game Studios, a collection of first-party studios creating iconic and differentiated gaming experiences. We continue to invest in new gaming studios and content to expand our intellectual property roadmap and leverage new content creators. These unique gaming experiences are the cornerstone of Xbox Game Pass, a subscription service and gaming community with access to a curated library of over 400 first- and third-party console and PC titles."}
-{"_id": "MSFT20230190", "title": "MSFT Gaming", "text": "The gamer remains at the heart of the Xbox ecosystem. We are identifying new opportunities to attract gamers across a variety of different end points through our first- and third-party content and business diversification across subscriptions, ads, and digital stores. We\u2019ve seen new devices from third-party manufacturers along with key PC and mobile end points that help us empower gamers to play in a way that is most convenient to them. We are focused on growing the platform and expanding to new ecosystems to engage as many gamers as possible."}
-{"_id": "MSFT20230193", "title": "MSFT Gaming", "text": "Xbox enables people to connect and share online gaming experiences that are accessible on Xbox consoles, Windows-enabled devices, and other devices. Xbox is designed to benefit users by providing access to a network of certified applications and services and to benefit our developer and partner ecosystems by providing access to a large customer base. Xbox revenue is mainly affected by subscriptions and sales of first- and third-party content, as well as advertising. Growth of our Gaming business is determined by the overall active user base through Xbox enabled content, availability of games, providing exclusive game content that gamers seek, the computational power and reliability of the devices used to access our content and services, and the ability to create new experiences through first-party content creators."}
-{"_id": "MSFT20230195", "title": "MSFT Search and News Advertising", "text": "Our Search and news advertising business is designed to deliver relevant search, native, and display advertising to a global audience. Our Microsoft Edge browser and Bing Chat capabilities are key tools to enable user acquisition and engagement, while our technology platform enables accelerated delivery of digital advertising solutions. In addition to first-party tools, we have several partnerships with companies, such as Yahoo, through which we provide and monetize search offerings. Growth depends on our ability to attract new users, understand intent, and match intent with relevant content on advertising offerings."}
-{"_id": "MSFT20230197", "title": "MSFT Competition", "text": "Windows faces competition from various software products and from alternative platforms and devices, mainly from Apple and Google. We believe Windows competes effectively by giving customers choice, value, flexibility, security, an easy-to-use interface, and compatibility with a broad range of hardware and software applications, including those that enable productivity."}
-{"_id": "MSFT20230198", "title": "MSFT Competition", "text": "Devices face competition from various computer, tablet, and hardware manufacturers who offer a unique combination of high-quality industrial design and innovative technologies across various price points. These manufacturers, many of which are also current or potential partners and customers, include Apple and our Windows OEMs."}
-{"_id": "MSFT20230199", "title": "MSFT Competition", "text": "Xbox and our cloud gaming services face competition from various online gaming ecosystems and game streaming services, including those operated by Amazon, Apple, Meta, and Tencent. We also compete with other providers of entertainment services such as video streaming platforms. Our gaming platform competes with console platforms from Nintendo and Sony, both of which have a large, established base of customers. We believe our gaming platform is effectively positioned against, and uniquely differentiated from, competitive products and services based on significant innovation in hardware architecture, user interface, developer tools, online gaming and entertainment services, and continued strong exclusive content from our own first-party game franchises as well as other digital content offerings."}
-{"_id": "MSFT20230200", "title": "MSFT Competition", "text": "Our Search and news advertising business competes with Google and a wide array of websites, social platforms like Meta, and portals that provide content and online offerings to end users."}
-{"_id": "MSFT20230202", "title": "MSFT OPERATIONS", "text": "We have regional operations service centers that support our operations, including customer contract and order processing, billing, credit and collections, information processing, and vendor management and logistics. The center in Ireland supports the African, Asia-Pacific, European, and Middle East regions; and the centers in Arlington, Virginia, Atlanta, Georgia, Charlotte, North Carolina, Fargo, North Dakota, Fort Lauderdale, Florida, Redmond, Washington, Reno, Nevada, and Puerto Rico support the American regions."}
-{"_id": "MSFT20230203", "title": "MSFT OPERATIONS", "text": "In addition to our operations centers, we also operate datacenters throughout each of these regions. We continue to identify and evaluate opportunities to expand our datacenter locations and increase our server capacity to meet the evolving needs of our customers, particularly given the growing demand for AI services. Our datacenters depend on the availability of permitted and buildable land, predictable energy, networking supplies, and servers, including graphics processing units (\u201cGPUs\u201d) and other components."}
-{"_id": "MSFT20230206", "title": "MSFT OPERATIONS", "text": "Our devices are primarily manufactured by third-party contract manufacturers. For the majority of our products, we have the ability to use other manufacturers if a current vendor becomes unavailable or unable to meet our requirements. However, some of our products contain certain components for which there are very few qualified suppliers. Extended disruptions at these suppliers could impact our ability to manufacture devices on time to meet consumer demand."}
-{"_id": "MSFT20230216", "title": "MSFT Product and Service Development, and Intellectual Property", "text": "We develop most of our products and services internally through the following engineering groups. \u2022Cloud and AI \u2013 focuses on making IT professionals, developers, partners, independent software vendors, and their systems more productive and efficient through development of Azure AI platform and cloud infrastructure, server, database, CRM, ERP, software development tools and services (including GitHub), AI cognitive services, and other business process applications and services for enterprises. \u2022Strategic Missions and Technologies \u2013 focuses on incubating technical products and support solutions with transformative potential for the future of cloud computing and continued company growth across quantum computing, Azure Space & Missions Engineering, telecommunications, and Microsoft Federal Sales and Delivery. \u2022Experiences and Devices \u2013 focuses on delivering high value end-user experiences across our products, services, and devices, including Microsoft 365, Windows, Microsoft Teams, Search (including Microsoft Edge and Bing Chat) and other advertising-based services, and the Surface line of devices. \u2022Microsoft Security \u2013 focuses on delivering a comprehensive portfolio of services that protect our customers\u2019 digital infrastructure through cloud platform and application security, data protection and governance, identity and network access, and device management. \u2022Technology and Research \u2013 focuses on fundamental research, product and business incubations, and forward-looking AI innovations that span infrastructure, services, and applications. \u2022LinkedIn \u2013 focuses on our services that transform the way professionals grow their network and find jobs and the way businesses hire, market, sell, and learn. \u2022Gaming \u2013 focuses on developing hardware, content, and services across a large range of platforms to help grow our user base through game experiences and social interaction."}
-{"_id": "MSFT20230217", "title": "MSFT Product and Service Development, and Intellectual Property", "text": "Internal development allows us to maintain competitive advantages that come from product differentiation and closer technical control over our products and services. It also gives us the freedom to decide which modifications and enhancements are most important and when they should be implemented. We strive to obtain information as early as possible about changing usage patterns and hardware advances that may affect software and hardware design. Before releasing new software platforms, and as we make significant modifications to existing platforms, we provide application vendors with a range of resources and guidelines for development, training, and testing. Generally, we also create product documentation internally."}
-{"_id": "MSFT20230218", "title": "MSFT Product and Service Development, and Intellectual Property", "text": "We protect our intellectual property investments in a variety of ways. We work actively in the U.S. and internationally to ensure the enforcement of copyright, trademark, trade secret, and other protections that apply to our software and hardware products, services, business plans, and branding. We are a leader among technology companies in pursuing patents and currently have a portfolio of over 70,000 U.S. and international patents issued and over 19,000 pending worldwide. While we employ much of our internally-developed intellectual property in our products and services, we also engage in outbound licensing of specific patented technologies that are incorporated into licensees\u2019 products. From time to time, we enter into broader cross-license agreements with other technology companies covering entire groups of patents. We may also purchase or license technology that we incorporate into our products and services. At times, we make select intellectual property broadly available at no or low cost to achieve a strategic objective, such as promoting industry standards, advancing interoperability, supporting societal and/or environmental efforts, or attracting and enabling our external development community. Our increasing engagement with open source software will also cause us to license our intellectual property rights broadly in certain situations."}
-{"_id": "MSFT20230221", "title": "MSFT Product and Service Development, and Intellectual Property", "text": "While it may be necessary in the future to seek or renew licenses relating to various aspects of our products and services, we believe, based upon past experience and industry practice, such licenses generally can be obtained on commercially reasonable terms. We believe our continuing research and product development are not materially dependent on any single license or other agreement with a third party relating to the development of our products."}
-{"_id": "MSFT20230223", "title": "MSFT Investing in the Future", "text": "Our success is based on our ability to create new and compelling products, services, and experiences for our users, to initiate and embrace disruptive technology trends, to enter new geographic and product markets, and to drive broad adoption of our products and services. We invest in a range of emerging technology trends and breakthroughs that we believe offer significant opportunities to deliver value to our customers and growth for the company. Based on our assessment of key technology trends, we maintain our long-term commitment to research and development across a wide spectrum of technologies, tools, and platforms spanning digital work and life experiences, cloud computing, AI, devices, and operating systems."}
-{"_id": "MSFT20230224", "title": "MSFT Investing in the Future", "text": "While our main product research and development facilities are located in Redmond, Washington, we also operate research and development facilities in other parts of the U.S. and around the world. This global approach helps us remain competitive in local markets and enables us to continue to attract top talent from across the world."}
-{"_id": "MSFT20230225", "title": "MSFT Investing in the Future", "text": "We plan to continue to make significant investments in a broad range of product research and development activities, and as appropriate we will coordinate our research and development across operating segments and leverage the results across the company."}
-{"_id": "MSFT20230226", "title": "MSFT Investing in the Future", "text": "In addition to our main research and development operations, we also operate Microsoft Research. Microsoft Research is one of the world\u2019s largest corporate research organizations, often working in close collaboration with top universities around the world, and is focused on advancing the state-of-the-art in computer science and a broad range of other disciplines. Our investment in fundamental research provides us a unique perspective on future trends and contributes to our innovation."}
-{"_id": "MSFT20230228", "title": "MSFT DISTRIBUTION, SALES, AND MARKETING", "text": "We market and distribute our products and services through the following channels: OEMs, direct, and distributors and resellers. Our sales organization performs a variety of functions, including working directly with commercial enterprises and public-sector organizations worldwide to identify and meet their technology and digital transformation requirements; managing OEM relationships; and supporting system integrators, independent software vendors, and other partners who engage directly with our customers to perform sales, consulting, and fulfillment functions for our products and services."}
-{"_id": "MSFT20230230", "title": "MSFT OEMs", "text": "We distribute our products and services through OEMs that pre-install our software on new devices and servers they sell. The largest component of the OEM business is the Windows operating system pre-installed on devices. OEMs also sell devices pre-installed with other Microsoft products and services, including applications such as Office and the capability to subscribe to Office 365."}
-{"_id": "MSFT20230231", "title": "MSFT OEMs", "text": "There are two broad categories of OEMs. The largest category of OEMs are direct OEMs as our relationship with them is managed through a direct agreement between Microsoft and the OEM. We have distribution agreements covering one or more of our products with virtually all the multinational OEMs, including Dell, Hewlett-Packard, Lenovo, and with many regional and local OEMs. The second broad category of OEMs are system builders consisting of lower-volume PC manufacturers, which source Microsoft software for pre-installation and local redistribution primarily through the Microsoft distributor channel rather than through a direct agreement or relationship with Microsoft."}
-{"_id": "MSFT20230233", "title": "MSFT Direct", "text": "Many organizations that license our products and services transact directly with us through Enterprise Agreements and Enterprise Services contracts, with sales support from system integrators, independent software vendors, web agencies, and partners that advise organizations on licensing our products and services (\u201cEnterprise Agreement Software Advisors\u201d or \u201cESA\u201d). Microsoft offers direct sales programs targeted to reach small, medium, and corporate customers, in addition to those offered through the reseller channel. A large network of partner advisors support many of these sales."}
-{"_id": "MSFT20230236", "title": "MSFT Direct", "text": "We also sell commercial and consumer products and services directly to customers, such as cloud services, search, and gaming, through our digital marketplaces and online stores. Additionally, our Microsoft Experience Centers are designed to facilitate deeper engagement with our partners and customers across industries."}
-{"_id": "MSFT20230238", "title": "MSFT Distributors and Resellers", "text": "Organizations also license our products and services indirectly, primarily through licensing solution partners (\u201cLSP\u201d), distributors, value-added resellers (\u201cVAR\u201d), and retailers. Although each type of reselling partner may reach organizations of all sizes, LSPs are primarily engaged with large organizations, distributors resell primarily to VARs, and VARs typically reach small and medium organizations. ESAs are also typically authorized as LSPs and operate as resellers for our other volume licensing programs. Microsoft Cloud Solution Provider is our main partner program for reselling cloud services."}
-{"_id": "MSFT20230239", "title": "MSFT Distributors and Resellers", "text": "We distribute our retail packaged products primarily through independent non-exclusive distributors, authorized replicators, resellers, and retail outlets. Individual consumers obtain these products primarily through retail outlets. We distribute our devices through third-party retailers. We have a network of field sales representatives and field support personnel that solicit orders from distributors and resellers and provide product training and sales support."}
-{"_id": "MSFT20230240", "title": "MSFT Distributors and Resellers", "text": "Our Dynamics business solutions are also licensed to enterprises through a global network of channel partners providing vertical solutions and specialized services."}
-{"_id": "MSFT20230242", "title": "MSFT LICENSING OPTIONS", "text": "We offer options for organizations that want to purchase our cloud services, on-premises software, and SA. We license software to organizations under volume licensing agreements to allow the customer to acquire multiple licenses of products and services instead of having to acquire separate licenses through retail channels. We use different programs designed to provide flexibility for organizations of various sizes. While these programs may differ in various parts of the world, generally they include those discussed below."}
-{"_id": "MSFT20230243", "title": "MSFT LICENSING OPTIONS", "text": "SA conveys rights to new software and upgrades for perpetual licenses released over the contract period. It also provides support, tools, training, and other licensing benefits to help customers deploy and use software efficiently. SA is included with certain volume licensing agreements and is an optional purchase with others."}
-{"_id": "MSFT20230246", "title": "MSFT Enterprise Agreement", "text": "Enterprise Agreements offer large organizations a manageable volume licensing program that gives them the flexibility to buy cloud services and software licenses under one agreement. Enterprise Agreements are designed for medium or large organizations that want to license cloud services and on-premises software organization-wide over a three-year period. Organizations can elect to purchase perpetual licenses or subscribe to licenses. SA is included."}
-{"_id": "MSFT20230248", "title": "MSFT Microsoft Customer Agreement", "text": "A Microsoft Customer Agreement is a simplified purchase agreement presented, accepted, and stored through a digital experience. A Microsoft Customer Agreement is a non-expiring agreement that is designed to support all customers over time, whether purchasing through a partner or directly from Microsoft."}
-{"_id": "MSFT20230250", "title": "MSFT Microsoft Online Subscription Agreement", "text": "A Microsoft Online Subscription Agreement is designed for small and medium organizations that want to subscribe to, activate, provision, and maintain cloud services seamlessly and directly via the web. The agreement allows customers to acquire monthly or annual subscriptions for cloud-based services."}
-{"_id": "MSFT20230254", "title": "MSFT Microsoft Products and Services Agreement", "text": "Microsoft Products and Services Agreements are designed for medium and large organizations that want to license cloud services and on-premises software as needed, with no organization-wide commitment, under a single, non-expiring agreement. Organizations purchase perpetual licenses or subscribe to licenses. SA is optional for customers that purchase perpetual licenses."}
-{"_id": "MSFT20230256", "title": "MSFT Open Value", "text": "Open Value agreements are a simple, cost-effective way to acquire the latest Microsoft technology. These agreements are designed for small and medium organizations that want to license cloud services and on-premises software over a three-year period. Under Open Value agreements, organizations can elect to purchase perpetual licenses or subscribe to licenses and SA is included."}
-{"_id": "MSFT20230258", "title": "MSFT Select Plus", "text": "A Select Plus agreement is designed for government and academic organizations to acquire on-premises licenses at any affiliate or department level, while realizing advantages as one organization. Organizations purchase perpetual licenses and SA is optional."}
-{"_id": "MSFT20230260", "title": "MSFT Partner Programs", "text": "The Microsoft Cloud Solution Provider Program offers customers an easy way to license the cloud services they need in combination with the value-added services offered by their systems integrator, managed services provider, or cloud reseller partner. Partners in this program can easily package their own products and services to directly provision, manage, and support their customer subscriptions."}
-{"_id": "MSFT20230261", "title": "MSFT Partner Programs", "text": "The Microsoft Services Provider License Agreement allows hosting service providers and independent software vendors who want to license eligible Microsoft software products to provide software services and hosted applications to their end customers. Partners license software over a three-year period and are billed monthly based on consumption."}
-{"_id": "MSFT20230262", "title": "MSFT Partner Programs", "text": "The Independent Software Vendor Royalty Program enables partners to integrate Microsoft products into other applications and then license the unified business solution to their end users."}
-{"_id": "MSFT20230264", "title": "MSFT CUSTOMERS", "text": "Our customers include individual consumers, small and medium organizations, large global enterprises, public-sector institutions, Internet service providers, application developers, and OEMs. Our practice is to ship our products promptly upon receipt of purchase orders from customers; consequently, backlog is not significant."}
-{"_id": "MSFT20230274", "title": "MSFT INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "Our executive officers as of July 27, 2023 were as follows: Name##Age##Position with the Company Satya Nadella##55##Chairman and Chief Executive Officer Judson B. Althoff##50##Executive Vice President and Chief Commercial Officer Christopher C. Capossela##53##Executive Vice President and Chief Marketing Officer Kathleen T. Hogan##57##Executive Vice President and Chief Human Resources Officer Amy E. Hood##51##Executive Vice President and Chief Financial Officer Bradford L. Smith##64##Vice Chair and President Christopher D. Young##51##Executive Vice President, Business Development, Strategy, and Ventures"}
-{"_id": "MSFT20230275", "title": "MSFT INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "Mr. Nadella was appointed Chairman of the Board in June 2021 and Chief Executive Officer in February 2014. He served as Executive Vice President, Cloud and Enterprise from July 2013 until that time. From 2011 to 2013, Mr. Nadella served as President, Server and Tools. From 2009 to 2011, he was Senior Vice President, Online Services Division. From 2008 to 2009, he was Senior Vice President, Search, Portal, and Advertising. Since joining Microsoft in 1992, Mr. Nadella\u2019s roles also included Vice President of the Business Division. Mr. Nadella also serves on the Board of Directors of Starbucks Corporation."}
-{"_id": "MSFT20230278", "title": "MSFT INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "Mr. Althoff was appointed Executive Vice President and Chief Commercial Officer in July 2021. He served as Executive Vice President, Worldwide Commercial Business from July 2017 until that time. Prior to that, Mr. Althoff served as the President of Microsoft North America. Mr. Althoff joined Microsoft in March 2013 as President of Microsoft North America."}
-{"_id": "MSFT20230279", "title": "MSFT INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "Mr. Capossela was appointed Executive Vice President, Marketing and Consumer Business, and Chief Marketing Officer in July 2016. He had served as Executive Vice President, Chief Marketing Officer since March 2014.Since joining Microsoft in 1991, Mr. Capossela has held a variety of marketing leadership roles in the Consumer Channels Group, and in the Microsoft Office Division where he was responsible for marketing productivity solutions including Microsoft Office, Office 365, SharePoint, Exchange, Skype for Business, Project, and Visio."}
-{"_id": "MSFT20230280", "title": "MSFT INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "Ms. Hogan was appointed Executive Vice President, Human Resources in November 2014. Prior to that Ms. Hogan was Corporate Vice President of Microsoft Services. She also served as Corporate Vice President of Customer Service and Support. Ms. Hogan joined Microsoft in 2003. Ms. Hogan also serves on the Board of Directors of Alaska Air Group, Inc."}
-{"_id": "MSFT20230281", "title": "MSFT INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "Ms. Hood was appointed Executive Vice President and Chief Financial Officer in July 2013, subsequent to her appointment as Chief Financial Officer in May 2013. From 2010 to 2013, Ms. Hood was Chief Financial Officer of the Microsoft Business Division. Since joining Microsoft in 2002, Ms. Hood has also held finance-related positions in the Server and Tools Business and the corporate finance organization. Ms. Hood also serves on the Board of Directors of 3M Corporation."}
-{"_id": "MSFT20230282", "title": "MSFT INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "Mr. Smith was appointed Vice Chair and President in September 2021. Prior to that, he served as President and Chief Legal Officer since September 2015. He served as Executive Vice President, General Counsel, and Secretary from 2011 to 2015, and served as Senior Vice President, General Counsel, and Secretary from 2001 to 2011. Mr. Smith was also named Chief Compliance Officer in 2002. Since joining Microsoft in 1993, he was Deputy General Counsel for Worldwide Sales and previously was responsible for managing the European Law and Corporate Affairs Group, based in Paris. Mr. Smith also serves on the Board of Directors of Netflix, Inc."}
-{"_id": "MSFT20230285", "title": "MSFT INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "Mr. Young has served as Executive Vice President, Business Development, Strategy, and Ventures since joining Microsoft in November 2020. Prior to Microsoft, he served as the Chief Executive Officer of McAfee, LLC from 2017 to 2020, and served as a Senior Vice President and General Manager of Intel Security Group from 2014 until 2017, when he led the initiative to spin out McAfee into a standalone company. Mr. Young also serves on the Board of Directors of American Express Company."}
-{"_id": "MSFT20230294", "title": "MSFT AVAILABLE INFORMATION", "text": "Our Internet address is www.microsoft.com. At our Investor Relations website, www.microsoft.com/investor, we make available free of charge a variety of information for investors. Our goal is to maintain the Investor Relations website as a portal through which investors can easily find or navigate to pertinent information about us, including: \u2022Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports, as soon as reasonably practicable after we electronically file that material with or furnish it to the Securities and Exchange Commission (\u201cSEC\u201d) at www.sec.gov. \u2022Information on our business strategies, financial results, and metrics for investors. \u2022Announcements of investor conferences, speeches, and events at which our executives talk about our product, service, and competitive strategies. Archives of these events are also available. \u2022Press releases on quarterly earnings, product and service announcements, legal developments, and international news. \u2022Corporate governance information including our articles of incorporation, bylaws, governance guidelines, committee charters, codes of conduct and ethics, global corporate social responsibility initiatives, and other governance-related policies. \u2022Other news and announcements that we may post from time to time that investors might find useful or interesting. \u2022Opportunities to sign up for email alerts to have information pushed in real time."}
-{"_id": "MSFT20230295", "title": "MSFT AVAILABLE INFORMATION", "text": "We publish a variety of reports and resources related to our Corporate Social Responsibility programs and progress on our Reports Hub website, www.microsoft.com/corporate-responsibility/reports-hub, including reports on sustainability, responsible sourcing, accessibility, digital trust, and public policy engagement."}
-{"_id": "MSFT20230298", "title": "MSFT AVAILABLE INFORMATION", "text": "The information found on these websites is not part of, or incorporated by reference into, this or any other report we file with, or furnish to, the SEC. In addition to these channels, we use social media to communicate to the public. It is possible that the information we post on social media could be deemed to be material to investors. We encourage investors, the media, and others interested in Microsoft to review the information we post on the social media channels listed on our Investor Relations website."}
-{"_id": "MSFT20230300", "title": "MSFT RISK FACTORS", "text": "Our operations and financial results are subject to various risks and uncertainties, including those described below, that could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock."}
-{"_id": "MSFT20230302", "title": "MSFT STRATEGIC AND COMPETITIVE RISKS", "text": "We face intense competition across all markets for our products and services, which may lead to lower revenue or operating margins."}
-{"_id": "MSFT20230304", "title": "MSFT Competition in the technology sector", "text": "Our competitors range in size from diversified global companies with significant research and development resources to small, specialized firms whose narrower product lines may let them be more effective in deploying technical, marketing, and financial resources. Barriers to entry in many of our businesses are low and many of the areas in which we compete evolve rapidly with changing and disruptive technologies, shifting user needs, and frequent introductions of new products and services. Our ability to remain competitive depends on our success in making innovative products, devices, and services that appeal to businesses and consumers."}
-{"_id": "MSFT20230311", "title": "MSFT Competition among platform-based ecosystems", "text": "An important element of our business model has been to create platform-based ecosystems on which many participants can build diverse solutions. A well-established ecosystem creates beneficial network effects among users, application developers, and the platform provider that can accelerate growth. Establishing significant scale in the marketplace is necessary to achieve and maintain attractive margins. We face significant competition from firms that provide competing platforms. \u2022A competing vertically-integrated model, in which a single firm controls the software and hardware elements of a product and related services, has succeeded with some consumer products such as personal computers, tablets, phones, gaming consoles, wearables, and other endpoint devices. Competitors pursuing this model also earn revenue from services integrated with the hardware and software platform, including applications and content sold through their integrated marketplaces. They may also be able to claim security and performance benefits from their vertically integrated offer. We also offer some vertically-integrated hardware and software products and services. To the extent we shift a portion of our business to a vertically integrated model we increase our cost of revenue and reduce our operating margins. \u2022We derive substantial revenue from licenses of Windows operating systems on PCs. We face significant competition from competing platforms developed for new devices and form factors such as smartphones and tablet computers. These devices compete on multiple bases including price and the perceived utility of the device and its platform. Users are increasingly turning to these devices to perform functions that in the past were performed by personal computers. Even if many users view these devices as complementary to a personal computer, the prevalence of these devices may make it more difficult to attract application developers to our PC operating system platforms. Competing with operating systems licensed at low or no cost may decrease our PC operating system margins. Popular products or services offered on competing platforms could increase their competitive strength. In addition, some of our devices compete with products made by our original equipment manufacturer (\u201cOEM\u201d) partners, which may affect their commitment to our platform. \u2022Competing platforms have content and application marketplaces with scale and significant installed bases. The variety and utility of content and applications available on a platform are important to device purchasing decisions. Users may incur costs to move data and buy new content and applications when switching platforms. To compete, we must successfully enlist developers to write applications for our platform and ensure that these applications have high quality, security, customer appeal, and value. Efforts to compete with competitors\u2019 content and application marketplaces may increase our cost of revenue and lower our operating margins. Competitors\u2019 rules governing their content and applications marketplaces may restrict our ability to distribute products and services through them in accordance with our technical and business model objectives."}
-{"_id": "MSFT20230317", "title": "MSFT Business model competition", "text": "Companies compete with us based on a growing variety of business models. \u2022Even as we transition more of our business to infrastructure-, platform-, and software-as-a-service business model, the license-based proprietary software model generates a substantial portion of our software revenue. We bear the costs of converting original ideas into software products through investments in research and development, offsetting these costs with the revenue received from licensing our products. Many of our competitors also develop and sell software to businesses and consumers under this model. \u2022We are investing in artificial intelligence (\u201cAI\u201d) across the entire company and infusing generative AI capabilities into our consumer and commercial offerings. We expect AI technology and services to be a highly competitive and rapidly evolving market. We will bear significant development and operational costs to build and support the AI capabilities, products, and services necessary to meet the needs of our customers. To compete effectively we must also be responsive to technological change, potential regulatory developments, and public scrutiny. \u2022Other competitors develop and offer free applications, online services, and content, and make money by selling third-party advertising. Advertising revenue funds development of products and services these competitors provide to users at no or little cost, competing directly with our revenue-generating products. \u2022Some companies compete with us by modifying and then distributing open source software at little or no cost to end users, using open source AI models, and earning revenue on advertising or integrated products and services. These firms do not bear the full costs of research and development for the open source products. Some open source products mimic the features and functionality of our products."}
-{"_id": "MSFT20230318", "title": "MSFT Business model competition", "text": "The competitive pressures described above may cause decreased sales volumes, price reductions, and/or increased operating costs, such as for research and development, marketing, and sales incentives. This may lead to lower revenue, gross margins, and operating income."}
-{"_id": "MSFT20230319", "title": "MSFT Business model competition", "text": "Our increasing focus on cloud-based services presents execution and competitive risks. A growing part of our business involves cloud-based services available across the spectrum of computing devices. Our strategic vision is to compete and grow by building best-in-class platforms and productivity services that utilize ubiquitous computing and ambient intelligence to drive insights and productivity gains. At the same time, our competitors are rapidly developing and deploying cloud-based services for consumers and business customers. Pricing and delivery models are evolving. Devices and form factors influence how users access services in the cloud and sometimes the user\u2019s choice of which cloud-based services to use. Certain industries and customers have specific requirements for cloud services and may present enhanced risks. We are devoting significant resources to develop and deploy our cloud-based strategies. The Windows ecosystem must continue to evolve with this changing environment. We embrace cultural and organizational changes to drive accountability and eliminate obstacles to innovation. Our intelligent cloud and intelligent edge offerings are connected to the growth of the Internet of Things (\u201cIoT\u201d), a network of distributed and interconnected devices employing sensors, data, and computing capabilities, including AI. Our success in driving ubiquitous computing and ambient intelligence will depend on the level of adoption of our offerings such as Azure, Azure AI, and Azure IoT Edge. We may not establish market share sufficient to achieve scale necessary to meet our business objectives."}
-{"_id": "MSFT20230327", "title": "MSFT Business model competition", "text": "Besides software development costs, we are incurring costs to build and maintain infrastructure to support cloud computing services. These costs will reduce the operating margins we have previously achieved. Whether we succeed in cloud-based services depends on our execution in several areas, including: \u2022Continuing to bring to market compelling cloud-based experiences that generate increasing traffic and market share. \u2022Maintaining the utility, compatibility, and performance of our cloud-based services on the growing array of computing devices, including PCs, smartphones, tablets, gaming consoles, and other devices, as well as sensors and other IoT endpoints. \u2022Continuing to enhance the attractiveness of our cloud platforms to third-party developers. \u2022Ensuring our cloud-based services meet the reliability expectations of our customers and maintain the security of their data as well as help them meet their own compliance needs. \u2022Making our suite of cloud-based services platform-agnostic, available on a wide range of devices and ecosystems, including those of our competitors."}
-{"_id": "MSFT20230328", "title": "MSFT Business model competition", "text": "It is uncertain whether our strategies will attract the users or generate the revenue required to succeed. If we are not effective in executing organizational and technical changes to increase efficiency and accelerate innovation, or if we fail to generate sufficient usage of our new products and services, we may not grow revenue in line with the infrastructure and development investments described above. This may negatively impact gross margins and operating income."}
-{"_id": "MSFT20230329", "title": "MSFT Business model competition", "text": "Some users may engage in fraudulent or abusive activities through our cloud-based services. These include unauthorized use of accounts through stolen credentials, use of stolen credit cards or other payment vehicles, failure to pay for services accessed, or other activities that violate our terms of service such as cryptocurrency mining or launching cyberattacks. If our efforts to detect such violations or our actions to control these types of fraud and abuse are not effective, we may experience adverse impacts to our revenue or incur reputational damage."}
-{"_id": "MSFT20230331", "title": "MSFT RISKS RELATING TO THE EVOLUTION OF OUR BUSINESS", "text": "We make significant investments in products and services that may not achieve expected returns. We will continue to make significant investments in research, development, and marketing for existing products, services, and technologies, including the Windows operating system, Microsoft 365, Bing, SQL Server, Windows Server, Azure, Office 365, Xbox, LinkedIn, and other products and services. In addition, we are focused on developing new AI platform services and incorporating AI into existing products and services. We also invest in the development and acquisition of a variety of hardware for productivity, communication, and entertainment, including PCs, tablets, gaming devices, and HoloLens. Investments in new technology are speculative. Commercial success depends on many factors, including innovativeness, developer support, and effective distribution and marketing. If customers do not perceive our latest offerings as providing significant new functionality or other value, they may reduce their purchases of new software and hardware products or upgrades, unfavorably affecting revenue. We may not achieve significant revenue from new product, service, and distribution channel investments for several years, if at all. New products and services may not be profitable, and even if they are profitable, operating margins for some new products and businesses will not be as high as the margins we have experienced historically. We may not get engagement in certain features, like Microsoft Edge, Bing, and Bing Chat, that drive post-sale monetization opportunities. Our data handling practices across our products and services will continue to be under scrutiny. Perceptions of mismanagement, driven by regulatory activity or negative public reaction to our practices or product experiences, could negatively impact product and feature adoption, product design, and product quality."}
-{"_id": "MSFT20230332", "title": "MSFT RISKS RELATING TO THE EVOLUTION OF OUR BUSINESS", "text": "Developing new technologies is complex. It can require long development and testing periods. Significant delays in new releases or significant problems in creating new products or services could adversely affect our revenue."}
-{"_id": "MSFT20230335", "title": "MSFT RISKS RELATING TO THE EVOLUTION OF OUR BUSINESS", "text": "Acquisitions, joint ventures, and strategic alliances may have an adverse effect on our business. We expect to continue making acquisitions and entering into joint ventures and strategic alliances as part of our long-term business strategy. For example, in March 2021 we completed our acquisition of ZeniMax Media Inc. for $8.1 billion, and in March 2022 we completed our acquisition of Nuance Communications, Inc. for $18.8 billion. In January 2022 we announced a definitive agreement to acquire Activision Blizzard, Inc. for $68.7 billion. In January 2023 we announced the third phase of our OpenAI strategic partnership. Acquisitions and other transactions and arrangements involve significant challenges and risks, including that they do not advance our business strategy, that we get an unsatisfactory return on our investment, that they raise new compliance-related obligations and challenges, that we have difficulty integrating and retaining new employees, business systems, and technology, that they distract management from our other businesses, or that announced transactions may not be completed. If an arrangement fails to adequately anticipate changing circumstances and interests of a party, it may result in early termination or renegotiation of the arrangement. The success of these transactions and arrangements will depend in part on our ability to leverage them to enhance our existing products and services or develop compelling new ones, as well as acquired companies\u2019 ability to meet our policies and processes in areas such as data governance, privacy, and cybersecurity. It may take longer than expected to realize the full benefits from these transactions and arrangements such as increased revenue or enhanced efficiencies, or the benefits may ultimately be smaller than we expected. These events could adversely affect our consolidated financial statements."}
-{"_id": "MSFT20230336", "title": "MSFT RISKS RELATING TO THE EVOLUTION OF OUR BUSINESS", "text": "If our goodwill or amortizable intangible assets become impaired, we may be required to record a significant charge to earnings. We acquire other companies and intangible assets and may not realize all the economic benefit from those acquisitions, which could cause an impairment of goodwill or intangibles. We review our amortizable intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. We test goodwill for impairment at least annually. Factors that may be a change in circumstances, indicating that the carrying value of our goodwill or amortizable intangible assets may not be recoverable, include a decline in our stock price and market capitalization, reduced future cash flow estimates, and slower growth rates in industry segments in which we participate. We have in the past recorded, and may in the future be required to record, a significant charge in our consolidated financial statements during the period in which any impairment of our goodwill or amortizable intangible assets is determined, negatively affecting our results of operations."}
-{"_id": "MSFT20230338", "title": "MSFT CYBERSECURITY, DATA PRIVACY, AND PLATFORM ABUSE RISKS", "text": "Cyberattacks and security vulnerabilities could lead to reduced revenue, increased costs, liability claims, or harm to our reputation or competitive position."}
-{"_id": "MSFT20230340", "title": "MSFT Security of our information technology", "text": "Threats to IT security can take a variety of forms. Individual and groups of hackers and sophisticated organizations, including state-sponsored organizations or nation-states, continuously undertake attacks that pose threats to our customers and our IT. These actors may use a wide variety of methods, which may include developing and deploying malicious software or exploiting vulnerabilities or intentionally designed processes in hardware, software, or other infrastructure in order to attack our products and services or gain access to our networks and datacenters, using social engineering techniques to induce our employees, users, partners, or customers to disclose passwords or other sensitive information or take other actions to gain access to our data or our users\u2019 or customers\u2019 data, or acting in a coordinated manner to launch distributed denial of service or other coordinated attacks. Nation-state and state-sponsored actors can deploy significant resources to plan and carry out attacks. Nation-state attacks against us, our customers, or our partners may intensify during periods of intense diplomatic or armed conflict, such as the ongoing conflict in Ukraine. Inadequate account security or organizational security practices may also result in unauthorized access to confidential data. For example, system administrators may fail to timely remove employee account access when no longer appropriate. Employees or third parties may intentionally compromise our or our users\u2019 security or systems or reveal confidential information. Malicious actors may employ the IT supply chain to introduce malware through software updates or compromised supplier accounts or hardware."}
-{"_id": "MSFT20230341", "title": "MSFT Security of our information technology", "text": "Cyberthreats are constantly evolving and becoming increasingly sophisticated and complex, increasing the difficulty of detecting and successfully defending against them. We may have no current capability to detect certain vulnerabilities or new attack methods, which may allow them to persist in the environment over long periods of time. Cyberthreats can have cascading impacts that unfold with increasing speed across our internal networks and systems and those of our partners and customers. Breaches of our facilities, network, or data security could disrupt the security of our systems and business applications, impair our ability to provide services to our customers and protect the privacy of their data, result in product development delays, compromise confidential or technical business information harming our reputation or competitive position, result in theft or misuse of our intellectual property or other assets, subject us to ransomware attacks, require us to allocate more resources to improve technologies or remediate the impacts of attacks, or otherwise adversely affect our business. We are also subject to supply chain cyberattacks where malware can be introduced to a software provider\u2019s customers, including us, through software updates."}
-{"_id": "MSFT20230344", "title": "MSFT Security of our information technology", "text": "In addition, our internal IT environment continues to evolve. Often, we are early adopters of new devices and technologies. We embrace new ways of sharing data and communicating internally and with partners and customers using methods such as social networking and other consumer-oriented technologies. Increasing use of generative AI models in our internal systems may create new attack methods for adversaries. Our business policies and internal security controls may not keep pace with these changes as new threats emerge, or emerging cybersecurity regulations in jurisdictions worldwide."}
-{"_id": "MSFT20230346", "title": "MSFT Security of our products, services, devices, and customers\u2019 data", "text": "The security of our products and services is important in our customers\u2019 decisions to purchase or use our products or services across cloud and on-premises environments. Security threats are a significant challenge to companies like us whose business is providing technology products and services to others. Threats to our own IT infrastructure can also affect our customers. Customers using our cloud-based services rely on the security of our infrastructure, including hardware and other elements provided by third parties, to ensure the reliability of our services and the protection of their data. Adversaries tend to focus their efforts on the most popular operating systems, programs, and services, including many of ours, and we expect that to continue. In addition, adversaries can attack our customers\u2019 on-premises or cloud environments, sometimes exploiting previously unknown (\u201czero day\u201d) vulnerabilities, such as occurred in early calendar year 2021 with several of our Exchange Server on-premises products. Vulnerabilities in these or any product can persist even after we have issued security patches if customers have not installed the most recent updates, or if the attackers exploited the vulnerabilities before patching to install additional malware to further compromise customers\u2019 systems. Adversaries will continue to attack customers using our cloud services as customers embrace digital transformation. Adversaries that acquire user account information can use that information to compromise our users\u2019 accounts, including where accounts share the same attributes such as passwords. Inadequate account security practices may also result in unauthorized access, and user activity may result in ransomware or other malicious software impacting a customer\u2019s use of our products or services. We are increasingly incorporating open source software into our products. There may be vulnerabilities in open source software that may make our products susceptible to cyberattacks. Additionally, we are actively adding new generative AI features to our services. Because generative AI is a new field, understanding of security risks and protection methods continues to develop; features that rely on generative AI may be susceptible to unanticipated security threats from sophisticated adversaries."}
-{"_id": "MSFT20230347", "title": "MSFT Security of our products, services, devices, and customers\u2019 data", "text": "Our customers operate complex IT systems with third-party hardware and software from multiple vendors that may include systems acquired over many years. They expect our products and services to support all these systems and products, including those that no longer incorporate the strongest current security advances or standards. As a result, we may not be able to discontinue support in our services for a product, service, standard, or feature solely because a more secure alternative is available. Failure to utilize the most current security advances and standards can increase our customers\u2019 vulnerability to attack. Further, customers of widely varied size and technical sophistication use our technology, and consequently may still have limited capabilities and resources to help them adopt and implement state of the art cybersecurity practices and technologies. In addition, we must account for this wide variation of technical sophistication when defining default settings for our products and services, including security default settings, as these settings may limit or otherwise impact other aspects of IT operations and some customers may have limited capability to review and reset these defaults."}
-{"_id": "MSFT20230348", "title": "MSFT Security of our products, services, devices, and customers\u2019 data", "text": "Cyberattacks may adversely impact our customers even if our production services are not directly compromised. We are committed to notifying our customers whose systems have been impacted as we become aware and have actionable information for customers to help protect themselves. We are also committed to providing guidance and support on detection, tracking, and remediation. We may not be able to detect the existence or extent of these attacks for all of our customers or have information on how to detect or track an attack, especially where an attack involves on-premises software such as Exchange Server where we may have no or limited visibility into our customers\u2019 computing environments."}
-{"_id": "MSFT20230352", "title": "MSFT Development and deployment of defensive measures", "text": "To defend against security threats to our internal IT systems, our cloud-based services, and our customers\u2019 systems, we must continuously engineer more secure products and services, enhance security, threat detection, and reliability features, improve the deployment of software updates to address security vulnerabilities in our own products as well as those provided by others, develop mitigation technologies that help to secure customers from attacks even when software updates are not deployed, maintain the digital security infrastructure that protects the integrity of our network, products, and services, and provide security tools such as firewalls, anti-virus software, and advanced security and information about the need to deploy security measures and the impact of doing so. Customers in certain industries such as financial services, health care, and government may have enhanced or specialized requirements to which we must engineer our products and services."}
-{"_id": "MSFT20230353", "title": "MSFT Development and deployment of defensive measures", "text": "The cost of measures to protect products and customer-facing services could reduce our operating margins. If we fail to do these things well, actual or perceived security vulnerabilities in our products and services, data corruption issues, or reduced performance could harm our reputation and lead customers to reduce or delay future purchases of products or subscriptions to services, or to use competing products or services. Customers may also spend more on protecting their existing computer systems from attack, which could delay adoption of additional products or services. Customers, and third parties granted access to their systems, may fail to update their systems, continue to run software or operating systems we no longer support, or may fail timely to install or enable security patches, or may otherwise fail to adopt adequate security practices. Any of these could adversely affect our reputation and revenue. Actual or perceived vulnerabilities may lead to claims against us. Our license agreements typically contain provisions that eliminate or limit our exposure to liability, but there is no assurance these provisions will withstand legal challenges. At times, to achieve commercial objectives, we may enter into agreements with larger liability exposure to customers."}
-{"_id": "MSFT20230354", "title": "MSFT Development and deployment of defensive measures", "text": "Our products operate in conjunction with and are dependent on products and components across a broad ecosystem of third parties. If there is a security vulnerability in one of these components, and if there is a security exploit targeting it, we could face increased costs, liability claims, reduced revenue, or harm to our reputation or competitive position."}
-{"_id": "MSFT20230355", "title": "MSFT Development and deployment of defensive measures", "text": "Disclosure and misuse of personal data could result in liability and harm our reputation. As we continue to grow the number, breadth, and scale of our cloud-based offerings, we store and process increasingly large amounts of personal data of our customers and users. The continued occurrence of high-profile data breaches provides evidence of an external environment increasingly hostile to information security. Despite our efforts to improve the security controls across our business groups and geographies, it is possible our security controls over personal data, our training of employees and third parties on data security, and other practices we follow may not prevent the improper disclosure or misuse of customer or user data we or our vendors store and manage. In addition, third parties who have limited access to our customer or user data may use this data in unauthorized ways. Improper disclosure or misuse could harm our reputation, lead to legal exposure to customers or users, or subject us to liability under laws that protect personal data, resulting in increased costs or loss of revenue. Our software products and services also enable our customers and users to store and process personal data on-premises or, increasingly, in a cloud-based environment we host. Government authorities can sometimes require us to produce customer or user data in response to valid legal orders. In the U.S. and elsewhere, we advocate for transparency concerning these requests and appropriate limitations on government authority to compel disclosure. Despite our efforts to protect customer and user data, perceptions that the collection, use, and retention of personal information is not satisfactorily protected could inhibit sales of our products or services and could limit adoption of our cloud-based solutions by consumers, businesses, and government entities. Additional security measures we may take to address customer or user concerns, or constraints on our flexibility to determine where and how to operate datacenters in response to customer or user expectations or governmental rules or actions, may cause higher operating expenses or hinder growth of our products and services."}
-{"_id": "MSFT20230356", "title": "MSFT Development and deployment of defensive measures", "text": "We may not be able to protect information in our products and services from use by others. LinkedIn and other Microsoft products and services contain valuable information and content protected by contractual restrictions or technical measures. In certain cases, we have made commitments to our members and users to limit access to or use of this information. Changes in the law or interpretations of the law may weaken our ability to prevent third parties from scraping or gathering information or content through use of bots or other measures and using it for their own benefit, thus diminishing the value of our products and services."}
-{"_id": "MSFT20230357", "title": "MSFT Development and deployment of defensive measures", "text": "Abuse of our platforms may harm our reputation or user engagement."}
-{"_id": "MSFT20230361", "title": "MSFT Advertising, professional, marketplace, and gaming platform abuses", "text": "For platform products and services that provide content or host ads that come from or can be influenced by third parties, including GitHub, LinkedIn, Microsoft Advertising, Microsoft News, Microsoft Store, Bing, and Xbox, our reputation or user engagement may be negatively affected by activity that is hostile or inappropriate. This activity may come from users impersonating other people or organizations including through the use of AI technologies, dissemination of information that may be viewed as misleading or intended to manipulate the opinions of our users, or the use of our products or services that violates our terms of service or otherwise for objectionable or illegal ends. Preventing or responding to these actions may require us to make substantial investments in people and technology and these investments may not be successful, adversely affecting our business and consolidated financial statements."}
-{"_id": "MSFT20230363", "title": "MSFT Other digital safety abuses", "text": "Our hosted consumer services as well as our enterprise services may be used to generate or  disseminate harmful or illegal content in violation of our terms or applicable law. We may not proactively discover such content due to scale, the limitations of existing technologies, and conflicting legal frameworks. When discovered by users and others, such content may negatively affect our reputation, our brands, and user engagement. Regulations and other initiatives to make platforms responsible for preventing or eliminating harmful content online have been enacted, and we expect this to continue. We may be subject to enhanced regulatory oversight, civil or criminal liability, or reputational damage if we fail to comply with content moderation regulations, adversely affecting our business and consolidated financial statements."}
-{"_id": "MSFT20230364", "title": "MSFT Other digital safety abuses", "text": "The development of the IoT presents security, privacy, and execution risks. To support the growth of the intelligent cloud and the intelligent edge, we are developing products, services, and technologies to power the IoT. The IoT\u2019s great potential also carries substantial risks. IoT products and services may contain defects in design, manufacture, or operation that make them insecure or ineffective for their intended purposes. An IoT solution has multiple layers of hardware, sensors, processors, software, and firmware, several of which we may not develop or control. Each layer, including the weakest layer, can impact the security of the whole system. Many IoT devices have limited interfaces and ability to be updated or patched. IoT solutions may collect large amounts of data, and our handling of IoT data may not satisfy customers or regulatory requirements. IoT scenarios may increasingly affect personal health and safety. If IoT solutions that include our technologies do not work as intended, violate the law, or harm individuals or businesses, we may be subject to legal claims or enforcement actions. These risks, if realized, may increase our costs, damage our reputation or brands, or negatively impact our revenues or margins."}
-{"_id": "MSFT20230367", "title": "MSFT Other digital safety abuses", "text": "Issues in the development and use of AI may result in reputational or competitive harm or liability. We are building AI into many of our offerings, including our productivity services, and we are also making AI available for our customers to use in solutions that they build. This AI may be developed by Microsoft or others, including our strategic partner, OpenAI. We expect these elements of our business to grow. We envision a future in which AI operating in our devices, applications, and the cloud helps our customers be more productive in their work and personal lives. As with many innovations, AI presents risks and challenges that could affect its adoption, and therefore our business. AI algorithms or training methodologies may be flawed. Datasets may be overbroad, insufficient, or contain biased information. Content generated by AI systems may be offensive, illegal, or otherwise harmful. Ineffective or inadequate AI development or deployment practices by Microsoft or others could result in incidents that impair the acceptance of AI solutions or cause harm to individuals, customers, or society, or result in our products and services not working as intended. Human review of certain outputs may be required. As a result of these and other challenges associated with innovative technologies, our implementation of AI systems could subject us to competitive harm, regulatory action, legal liability, including under new proposed legislation regulating AI in jurisdictions such as the European Union (\u201cEU\u201d), new applications of existing data protection, privacy, intellectual property, and other laws, and brand or reputational harm. Some AI scenarios present ethical issues or may have broad impacts on society. If we enable or offer AI solutions that have unintended consequences, unintended usage or customization by our customers and partners, or are controversial because of their impact on human rights, privacy, employment, or other social, economic, or political issues, we may experience brand or reputational harm, adversely affecting our business and consolidated financial statements."}
-{"_id": "MSFT20230369", "title": "MSFT OPERATIONAL RISKS", "text": "We may have excessive outages, data losses, and disruptions of our online services if we fail to maintain an adequate operations infrastructure. Our increasing user traffic, growth in services, and the complexity of our products and services demand more computing power. We spend substantial amounts to build, purchase, or lease datacenters and equipment and to upgrade our technology and network infrastructure to handle more traffic on our websites and in our datacenters. Our datacenters depend on the availability of permitted and buildable land, predictable energy, networking supplies, and servers, including graphics processing units (\u201cGPUs\u201d) and other components. The cost or availability of these dependencies could be adversely affected by a variety of factors, including the transition to a clean energy economy, local and regional environmental regulations, and geopolitical disruptions. These demands continue to increase as we introduce new products and services and support the growth and the augmentation of existing services such as Bing, Azure, Microsoft Account services, Microsoft 365, Microsoft Teams, Dynamics 365, OneDrive, SharePoint Online, Skype, Xbox, and Outlook.com through the incorporation of AI features and/or functionality. We are rapidly growing our business of providing a platform and back-end hosting for services provided by third parties to their end users. Maintaining, securing, and expanding this infrastructure is expensive and complex, and requires development of principles for datacenter builds in geographies with higher safety and reliability risks. It requires that we maintain an Internet connectivity infrastructure and storage and compute capacity that is robust and reliable within competitive and regulatory constraints that continue to evolve. Inefficiencies or operational failures, including temporary or permanent loss of customer data, insufficient Internet connectivity, insufficient or unavailable power supply, or inadequate storage and compute capacity, could diminish the quality of our products, services, and user experience resulting in contractual liability, claims by customers and other third parties, regulatory actions, damage to our reputation, and loss of current and potential users, subscribers, and advertisers, each of which may adversely impact our consolidated financial statements."}
-{"_id": "MSFT20230370", "title": "MSFT OPERATIONAL RISKS", "text": "We may experience quality or supply problems. Our hardware products such as Xbox consoles, Surface devices, and other devices we design and market are highly complex and can have defects in design, manufacture, or associated software. We could incur significant expenses, lost revenue, and reputational harm as a result of recalls, safety alerts, or product liability claims if we fail to prevent, detect, or address such issues through design, testing, or warranty repairs."}
-{"_id": "MSFT20230371", "title": "MSFT OPERATIONAL RISKS", "text": "Our software products and services also may experience quality or reliability problems. The highly sophisticated software we develop may contain bugs and other defects that interfere with their intended operation. Our customers increasingly rely on us for critical business functions and multiple workloads. Many of our products and services are interdependent with one another. Each of these circumstances potentially magnifies the impact of quality or reliability issues. Any defects we do not detect and fix in pre-release testing could cause reduced sales and revenue, damage to our reputation, repair or remediation costs, delays in the release of new products or versions, or legal liability. Although our license agreements typically contain provisions that eliminate or limit our exposure to liability, there is no assurance these provisions will withstand legal challenge."}
-{"_id": "MSFT20230372", "title": "MSFT OPERATIONAL RISKS", "text": "There are limited suppliers for certain device and datacenter components. Our competitors use some of the same suppliers and their demand for hardware components can affect the capacity available to us. If components are delayed or become unavailable, whether because of supplier capacity constraint, industry shortages, legal or regulatory changes that restrict supply sources, or other reasons, we may not obtain timely replacement supplies, resulting in reduced sales or inadequate datacenter capacity to support the delivery and continued development of our products and services. Component shortages, excess or obsolete inventory, or price reductions resulting in inventory adjustments may increase our cost of revenue. Xbox consoles, Surface devices, datacenter servers, and other hardware are assembled in Asia and other geographies that may be subject to disruptions in the supply chain, resulting in shortages that would affect our revenue and operating margins."}
-{"_id": "MSFT20230376", "title": "MSFT LEGAL, REGULATORY, AND LITIGATION RISKS", "text": "Government litigation and regulatory activity relating to competition rules may limit how we design and market our products. Government agencies closely scrutinize us under U.S. and foreign competition laws. Governments are actively enforcing competition laws and regulations, and this includes scrutiny in potentially large markets such as the EU, the U.S., and China. Some jurisdictions also allow competitors or consumers to assert claims of anti-competitive conduct. U.S. federal and state antitrust authorities have previously brought enforcement actions and continue to scrutinize our business."}
-{"_id": "MSFT20230377", "title": "MSFT LEGAL, REGULATORY, AND LITIGATION RISKS", "text": "For example, the European Commission (\u201cthe Commission\u201d) closely scrutinizes the design of high-volume Microsoft products and the terms on which we make certain technologies used in these products, such as file formats, programming interfaces, and protocols, available to other companies. Flagship product releases such as Windows can receive significant scrutiny under EU or other competition laws."}
-{"_id": "MSFT20230378", "title": "MSFT LEGAL, REGULATORY, AND LITIGATION RISKS", "text": "Our portfolio of first-party devices continues to grow; at the same time our OEM partners offer a large variety of devices for our platforms. As a result, increasingly we both cooperate and compete with our OEM partners, creating a risk that we fail to do so in compliance with competition rules. Regulatory scrutiny in this area may increase. Certain foreign governments, particularly in China and other countries in Asia, have advanced arguments under their competition laws that exert downward pressure on royalties for our intellectual property."}
-{"_id": "MSFT20230379", "title": "MSFT LEGAL, REGULATORY, AND LITIGATION RISKS", "text": "Competition law regulatory actions and court decisions may result in fines or hinder our ability to provide the benefits of our software to consumers and businesses, reducing the attractiveness of our products and the revenue that comes from them. New competition law actions could be initiated, potentially using previous actions as precedent. The outcome of such actions, or steps taken to avoid them, could adversely affect us in a variety of ways, including causing us to withdraw products from or modify products for certain markets, decreasing the value of our assets, adversely affecting our ability to monetize our products, or inhibiting our ability to consummate acquisition or impose conditions on acquisitions that may reduce their value."}
-{"_id": "MSFT20230380", "title": "MSFT LEGAL, REGULATORY, AND LITIGATION RISKS", "text": "Laws and regulations relating to anti-corruption and trade could result in increased costs, fines, criminal penalties, or reputational damage. The Foreign Corrupt Practices Act (\u201cFCPA\u201d) and other anti-corruption laws and regulations (\u201cAnti-Corruption Laws\u201d) prohibit corrupt payments by our employees, vendors, or agents, and the accounting provisions of the FCPA require us to maintain accurate books and records and adequate internal controls. From time to time, we receive inquiries from authorities in the U.S. and elsewhere which may be based on reports from employees and others about our business activities outside the U.S. and our compliance with Anti-Corruption Laws. Periodically, we receive such reports directly and investigate them, and also cooperate with investigations by U.S. and foreign law enforcement authorities. An example of increasing international regulatory complexity is the EU Whistleblower Directive, initiated in 2021, which may present compliance challenges to the extent it is implemented in different forms by EU member states. Most countries in which we operate also have competition laws that prohibit competitors from colluding or otherwise attempting to reduce competition between themselves. While we devote substantial resources to our U.S. and international compliance programs and have implemented policies, training, and internal controls designed to reduce the risk of corrupt payments and collusive activity, our employees, vendors, or agents may violate our policies. Our failure to comply with Anti-Corruption Laws or competition laws could result in significant fines and penalties, criminal sanctions against us, our officers, or our employees, prohibitions on the conduct of our business, and damage to our reputation."}
-{"_id": "MSFT20230383", "title": "MSFT LEGAL, REGULATORY, AND LITIGATION RISKS", "text": "Increasing trade laws, policies, sanctions, and other regulatory requirements also affect our operations in and outside the U.S. relating to trade and investment. Economic sanctions in the U.S., the EU, and other countries prohibit most business with restricted entities or countries. U.S. export controls restrict Microsoft from offering many of its products and services to, or making investments in, certain entities in specified countries. U.S. import controls restrict us from integrating certain information and communication technologies into our supply chain and allow for government review of transactions involving information and communications technology from countries determined to be foreign adversaries. Supply chain regulations may impact the availability of goods or result in additional regulatory scrutiny. Periods of intense diplomatic or armed conflict, such as the ongoing conflict in Ukraine, may result in (1) new and rapidly evolving sanctions and trade restrictions, which may impair trade with sanctioned individuals and countries, and (2) negative impacts to regional trade ecosystems among our customers, partners, and us. Non-compliance with sanctions as well as general ecosystem disruptions could result in reputational harm, operational delays, monetary fines, loss of revenues, increased costs, loss of export privileges, or criminal sanctions."}
-{"_id": "MSFT20230384", "title": "MSFT LEGAL, REGULATORY, AND LITIGATION RISKS", "text": "Laws and regulations relating to the handling of personal data may impede the adoption of our services or result in increased costs, legal claims, fines against us, or reputational damage. The growth of our Internet- and cloud-based services internationally relies increasingly on the movement of data across national boundaries. Legal requirements relating to the collection, storage, handling, and transfer of personal data continue to evolve. For example, while the EU-U.S. Data Privacy Framework (\u201cDPF\u201d) has been recognized as adequate under EU law to allow transfers of personal data from the EU to certified companies in the U.S., the DPF is subject to further legal challenge which could cause the legal requirements for data transfers from the EU to be uncertain. EU data protection authorities have and may again block the use of certain U.S.-based services that involve the transfer of data to the U.S. In the EU and other markets, potential new rules and restrictions on the flow of data across borders could increase the cost and complexity of delivering our products and services."}
-{"_id": "MSFT20230385", "title": "MSFT LEGAL, REGULATORY, AND LITIGATION RISKS", "text": "In addition, the EU General Data Protection Regulation (\u201cGDPR\u201d), which applies to all of our activities conducted from an establishment in the EU or related to products and services offered in the EU, imposes a range of compliance obligations regarding the handling of personal data. More recently, the EU has been developing new requirements related to the use of data, including in the Digital Markets Act, the Digital Services Act, and the Data Act, that add additional rules and restriction on the use of data in our products and services. Engineering efforts to build and maintain capabilities to facilitate compliance with these laws involve substantial expense and the diversion of engineering resources from other projects. We might experience reduced demand for our offerings if we are unable to engineer products that meet our legal duties or help our customers meet their obligations under these and other data regulations, or if our implementation to comply makes our offerings less attractive. Compliance with these obligations depends in part on how particular regulators interpret and apply them. If we fail to comply, or if regulators assert we have failed to comply (including in response to complaints made by customers), it may lead to regulatory enforcement actions, which can result in significant monetary penalties, private lawsuits, reputational damage, blockage of international data transfers, and loss of customers. The highest fines assessed under GDPR have recently been increasing, especially against large technology companies. Jurisdictions around the world, such as China, India, and states in the U.S. have adopted, or are considering adopting or expanding, laws and regulations imposing obligations regarding the collection, handling, and transfer of personal data."}
-{"_id": "MSFT20230386", "title": "MSFT LEGAL, REGULATORY, AND LITIGATION RISKS", "text": "Our investment in gaining insights from data is becoming central to the value of the services, including AI services, we deliver to customers, to operational efficiency and key opportunities in monetization, and to customer perceptions of quality. Our ability to use data in this way may be constrained by regulatory developments that impede realizing the expected return from this investment. Ongoing legal analyses, reviews, and inquiries by regulators of Microsoft practices, or relevant practices of other organizations, may result in burdensome or inconsistent requirements, including data sovereignty and localization requirements, affecting the location, movement, collection, and use of our customer and internal employee data as well as the management of that data. Compliance with applicable laws and regulations regarding personal data may require changes in services, business practices, or internal systems that result in increased costs, lower revenue, reduced efficiency, or greater difficulty in competing with foreign-based firms. Compliance with data regulations might limit our ability to innovate or offer certain features and functionality in some jurisdictions where we operate. Failure to comply with existing or new rules may result in significant penalties or orders to stop the alleged noncompliant activity, as well as negative publicity and diversion of management time and effort."}
-{"_id": "MSFT20230389", "title": "MSFT LEGAL, REGULATORY, AND LITIGATION RISKS", "text": "Existing and increasing legal and regulatory requirements could adversely affect our results of operations. We are subject to a wide range of laws, regulations, and legal requirements in the U.S. and globally, including those that may apply to our products and online services offerings, and those that impose requirements related to user privacy, telecommunications, data storage and protection, advertising, and online content. Laws in several jurisdictions, including EU Member State laws under the European Electronic Communications Code, increasingly define certain of our services as regulated telecommunications services. This trend may continue and will result in these offerings being subjected to additional data protection, security, law enforcement surveillance, and other obligations. Regulators and private litigants may assert that our collection, use, and management of customer data and other information is inconsistent with their laws and regulations, including laws that apply to the tracking of users via technology such as cookies. New environmental, social, and governance laws and regulations are expanding mandatory disclosure, reporting, and diligence requirements. Legislative or regulatory action relating to cybersecurity requirements may increase the costs to develop, implement, or secure our products and services. Compliance with evolving digital accessibility laws and standards will require engineering and is important to our efforts to empower all people and organizations to achieve more. Legislative and regulatory action is emerging in the areas of AI and content moderation, which could increase costs or restrict opportunity. For example, in the EU, an AI Act is being considered, and may entail increased costs or decreased opportunities for the operation of our AI services in the European market."}
-{"_id": "MSFT20230390", "title": "MSFT LEGAL, REGULATORY, AND LITIGATION RISKS", "text": "How these laws and regulations apply to our business is often unclear, subject to change over time, and sometimes may be inconsistent from jurisdiction to jurisdiction. In addition, governments\u2019 approach to enforcement, and our products and services, are continuing to evolve. Compliance with existing, expanding, or new laws and regulations may involve significant costs or require changes in products or business practices that could adversely affect our results of operations. Noncompliance could result in the imposition of penalties or orders we cease the alleged noncompliant activity. In addition, there is increasing pressure from advocacy groups, regulators, competitors, customers, and other stakeholders across many of these areas. If our products do not meet customer expectations or legal requirements, we could lose sales opportunities or face regulatory or legal actions."}
-{"_id": "MSFT20230391", "title": "MSFT LEGAL, REGULATORY, AND LITIGATION RISKS", "text": "We have claims and lawsuits against us that may result in adverse outcomes. We are subject to a variety of claims and lawsuits. These claims may arise from a wide variety of business practices and initiatives, including major new product releases such as Windows, AI services, significant business transactions, warranty or product claims, employment practices, and regulation. Adverse outcomes in some or all of these claims may result in significant monetary damages or injunctive relief that could adversely affect our ability to conduct our business. The litigation and other claims are subject to inherent uncertainties and management\u2019s view of these matters may change in the future. A material adverse impact in our consolidated financial statements could occur for the period in which the effect of an unfavorable outcome becomes probable and reasonably estimable."}
-{"_id": "MSFT20230392", "title": "MSFT LEGAL, REGULATORY, AND LITIGATION RISKS", "text": "Our business with government customers may present additional uncertainties. We derive substantial revenue from government contracts. Government contracts generally can present risks and challenges not present in private commercial agreements. For instance, we may be subject to government audits and investigations relating to these contracts, we could be suspended or debarred as a governmental contractor, we could incur civil and criminal fines and penalties, and under certain circumstances contracts may be rescinded. Some agreements may allow a government to terminate without cause and provide for higher liability limits for certain losses. Some contracts may be subject to periodic funding approval, reductions, cancellations, or delays which could adversely impact public-sector demand for our products and services. These events could negatively impact our results of operations, financial condition, and reputation."}
-{"_id": "MSFT20230393", "title": "MSFT LEGAL, REGULATORY, AND LITIGATION RISKS", "text": "We may have additional tax liabilities. We are subject to income taxes in the U.S. and many foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes. In the course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. For example, compliance with the 2017 United States Tax Cuts and Jobs Act (\u201cTCJA\u201d) and possible future legislative changes may require the collection of information not regularly produced within the company, the use of estimates in our consolidated financial statements, and the exercise of significant judgment in accounting for its provisions. As regulations and guidance evolve with respect to the TCJA or possible future legislative changes, and as we gather more information and perform more analysis, our results may differ from previous estimates and may materially affect our consolidated financial statements."}
-{"_id": "MSFT20230394", "title": "MSFT LEGAL, REGULATORY, AND LITIGATION RISKS", "text": "We are regularly under audit by tax authorities in different jurisdictions. Although we believe that our provision for income taxes and our tax estimates are reasonable, tax authorities may disagree with certain positions we have taken. In addition, economic and political pressures to increase tax revenue in various jurisdictions may make resolving tax disputes favorably more difficult. We are currently under Internal Revenue Service audit for prior tax years, with the primary unresolved issues relating to transfer pricing. The final resolution of those audits, and other audits or litigation, may differ from the amounts recorded in our consolidated financial statements and may materially affect our consolidated financial statements in the period or periods in which that determination is made."}
-{"_id": "MSFT20230397", "title": "MSFT LEGAL, REGULATORY, AND LITIGATION RISKS", "text": "We earn a significant amount of our operating income outside the U.S. A change in the mix of earnings and losses in countries with differing statutory tax rates, changes in our business or structure, or the expiration of or disputes about certain tax agreements in a particular country may result in higher effective tax rates for the company. In addition, changes in U.S. federal and state or international tax laws applicable to corporate multinationals, other fundamental law changes currently being considered by many countries, including in the U.S., and changes in taxing jurisdictions\u2019 administrative interpretations, decisions, policies, and positions may materially adversely impact our consolidated financial statements."}
-{"_id": "MSFT20230399", "title": "MSFT INTELLECTUAL PROPERTY RISKS", "text": "We face risks related to the protection and utilization of our intellectual property that may result in our business and operating results may be harmed. Protecting our intellectual property rights and combating unlicensed copying and use of our software and other intellectual property on a global basis is difficult. Similarly, the absence of harmonized patent laws makes it more difficult to ensure consistent respect for patent rights."}
-{"_id": "MSFT20230400", "title": "MSFT INTELLECTUAL PROPERTY RISKS", "text": "Changes in the law may continue to weaken our ability to prevent the use of patented technology or collect revenue for licensing our patents. Additionally, licensees of our patents may fail to satisfy their obligations to pay us royalties or may contest the scope and extent of their obligations. Finally, our increasing engagement with open source software will also cause us to license our intellectual property rights broadly in certain situations. If we are unable to protect our intellectual property, our revenue may be adversely affected."}
-{"_id": "MSFT20230401", "title": "MSFT INTELLECTUAL PROPERTY RISKS", "text": "Source code, the detailed program commands for our operating systems and other software programs, is critical to our business. If our source code leaks, we might lose future trade secret protection for that code. It may then become easier for third parties to compete with our products by copying functionality, which could adversely affect our revenue and operating results. Unauthorized disclosure of source code also could increase the security risks described elsewhere in these risk factors."}
-{"_id": "MSFT20230402", "title": "MSFT INTELLECTUAL PROPERTY RISKS", "text": "Third parties may claim that we infringe their intellectual property. From time to time, others claim we infringe their intellectual property rights. To resolve these claims, we may enter into royalty and licensing agreements on terms that are less favorable than currently available, stop selling or redesign affected products or services, or pay damages to satisfy indemnification commitments with our customers. Adverse outcomes could also include monetary damages or injunctive relief that may limit or prevent importing, marketing, and selling our products or services that have infringing technologies. We have paid significant amounts to settle claims related to the use of technology and intellectual property rights and to procure intellectual property rights as part of our strategy to manage this risk, and may continue to do so."}
-{"_id": "MSFT20230407", "title": "MSFT GENERAL RISKS", "text": "If our reputation or our brands are damaged, our business and operating results may be harmed. Our reputation and brands are globally recognized and are important to our business. Our reputation and brands affect our ability to attract and retain consumer, business, and public-sector customers. There are numerous ways our reputation or brands could be damaged. These include product safety or quality issues, our environmental impact and sustainability, supply chain practices, or human rights record. We may experience backlash from customers, government entities, advocacy groups, employees, and other stakeholders that disagree with our product offering decisions or public policy positions. Damage to our reputation or our brands may occur from, among other things: \u2022The introduction of new features, products, services, or terms of service that customers, users, or partners do not like. \u2022Public scrutiny of our decisions regarding user privacy, data practices, or content. \u2022Data security breaches, compliance failures, or actions of partners or individual employees."}
-{"_id": "MSFT20230408", "title": "MSFT GENERAL RISKS", "text": "The proliferation of social media may increase the likelihood, speed, and magnitude of negative brand events. If our brands or reputation are damaged, it could negatively impact our revenues or margins, or ability to attract the most highly qualified employees."}
-{"_id": "MSFT20230409", "title": "MSFT GENERAL RISKS", "text": "Adverse economic or market conditions may harm our business. Worsening economic conditions, including inflation, recession, pandemic, or other changes in economic conditions, may cause lower IT spending and adversely affect our revenue. If demand for PCs, servers, and other computing devices declines, or consumer or business spending for those products declines, our revenue will be adversely affected."}
-{"_id": "MSFT20230410", "title": "MSFT GENERAL RISKS", "text": "Our product distribution system relies on an extensive partner and retail network. OEMs building devices that run our software have also been a significant means of distribution. The impact of economic conditions on our partners, such as the bankruptcy of a major distributor, OEM, or retailer, could cause sales channel disruption."}
-{"_id": "MSFT20230413", "title": "MSFT GENERAL RISKS", "text": "Challenging economic conditions also may impair the ability of our customers to pay for products and services they have purchased. As a result, allowances for doubtful accounts and write-offs of accounts receivable may increase."}
-{"_id": "MSFT20230414", "title": "MSFT GENERAL RISKS", "text": "We maintain an investment portfolio of various holdings, types, and maturities. These investments are subject to general credit, liquidity, market, and interest rate risks, which may be exacerbated by market downturns or events that affect global financial markets. A significant part of our investment portfolio comprises U.S. government securities. If global financial markets decline for long periods, or if there is a downgrade of the U.S. government credit rating due to an actual or threatened default on government debt, our investment portfolio may be adversely affected and we could determine that more of our investments have experienced a decline in fair value, requiring impairment charges that could adversely affect our consolidated financial statements."}
-{"_id": "MSFT20230415", "title": "MSFT GENERAL RISKS", "text": "Catastrophic events or geopolitical conditions may disrupt our business. A disruption or failure of our systems or operations because of a major earthquake, weather event, cyberattack, terrorist attack, pandemic, or other catastrophic event could cause delays in completing sales, providing services, or performing other critical functions. Our corporate headquarters, a significant portion of our research and development activities, and certain other essential business operations are in the Seattle, Washington area, and we have other business operations in the Silicon Valley area of California, both of which are seismically active regions. A catastrophic event that results in the destruction or disruption of any of our critical business or IT systems, or the infrastructure or systems they rely on, such as power grids, could harm our ability to conduct normal business operations. Providing our customers with more services and solutions in the cloud puts a premium on the resilience of our systems and strength of our business continuity management plans and magnifies the potential impact of prolonged service outages in our consolidated financial statements."}
-{"_id": "MSFT20230416", "title": "MSFT GENERAL RISKS", "text": "Abrupt political change, terrorist activity, and armed conflict, such as the ongoing conflict in Ukraine, pose a risk of general economic disruption in affected countries, which may increase our operating costs and negatively impact our ability to sell to and collect from customers in affected markets. These conditions also may add uncertainty to the timing and budget for technology investment decisions by our customers and may cause supply chain disruptions for hardware manufacturers. Geopolitical change may result in changing regulatory systems and requirements and market interventions that could impact our operating strategies, access to national, regional, and global markets, hiring, and profitability. Geopolitical instability may lead to sanctions and impact our ability to do business in some markets or with some public-sector customers. Any of these changes may negatively impact our revenues."}
-{"_id": "MSFT20230417", "title": "MSFT GENERAL RISKS", "text": "The occurrence of regional epidemics or a global pandemic, such as COVID-19, may adversely affect our operations, financial condition, and results of operations. The extent to which global pandemics impact our business going forward will depend on factors such as the duration and scope of the pandemic; governmental, business, and individuals' actions in response to the pandemic; and the impact on economic activity, including the possibility of recession or financial market instability. Measures to contain a global pandemic may intensify other risks described in these Risk Factors."}
-{"_id": "MSFT20230418", "title": "MSFT GENERAL RISKS", "text": "We may incur increased costs to effectively manage these aspects of our business. If we are unsuccessful, it may adversely impact our revenues, cash flows, market share growth, and reputation."}
-{"_id": "MSFT20230421", "title": "MSFT GENERAL RISKS", "text": "The long-term effects of climate change on the global economy and the IT industry in particular are unclear. Environmental regulations or changes in the supply, demand, or available sources of energy or other resources may affect the availability or cost of goods and services, including natural resources, necessary to run our business. Changes in climate where we operate may increase the costs of powering and cooling computer hardware we use to develop software and provide cloud-based services."}
-{"_id": "MSFT20230422", "title": "MSFT GENERAL RISKS", "text": "Our global business exposes us to operational and economic risks. Our customers are located throughout the world and a significant part of our revenue comes from international sales. The global nature of our business creates operational, economic, and geopolitical risks. Our results of operations may be affected by global, regional, and local economic developments, monetary policy, inflation, and recession, as well as political and military disputes. In addition, our international growth strategy includes certain markets, the developing nature of which presents several risks, including deterioration of social, political, labor, or economic conditions in a country or region, and difficulties in staffing and managing foreign operations. Emerging nationalist and protectionist trends and concerns about human rights, the environment, and political expression in specific countries may significantly alter the trade and commercial environments. Changes to trade policy or agreements as a result of populism, protectionism, or economic nationalism may result in higher tariffs, local sourcing initiatives, and non-local sourcing restrictions, export controls, investment restrictions, or other developments that make it more difficult to sell our products in foreign countries. Disruptions of these kinds in developed or emerging markets could negatively impact demand for our products and services, impair our ability to operate in certain regions, or increase operating costs. Although we hedge a portion of our international currency exposure, significant fluctuations in foreign exchange rates between the U.S. dollar and foreign currencies may adversely affect our results of operations."}
-{"_id": "MSFT20230424", "title": "MSFT GENERAL RISKS", "text": "Our business depends on our ability to attract and retain talented employees. Our business is based on successfully attracting and retaining talented employees representing diverse backgrounds, experiences, and skill sets. The market for highly skilled workers and leaders in our industry is extremely competitive. Maintaining our brand and reputation, as well as a diverse and inclusive work environment that enables all our employees to thrive, are important to our ability to recruit and retain employees. We are also limited in our ability to recruit internationally by restrictive domestic immigration laws. Changes to U.S. immigration policies that restrain the flow of technical and professional talent may inhibit our ability to adequately staff our research and development efforts. If we are less successful in our recruiting efforts, or if we cannot retain highly skilled workers and key leaders, our ability to develop and deliver successful products and services may be adversely affected. Effective succession planning is also important to our long-term success. Failure to ensure effective transfer of knowledge and smooth transitions involving key employees could hinder our strategic planning and execution. How employment-related laws are interpreted and applied to our workforce practices may result in increased operating costs and less flexibility in how we meet our workforce needs. Our global workforce is predominantly non-unionized, although we do have some employees in the U.S. and internationally who are represented by unions or works councils. In the U.S., there has been a general increase in workers exercising their right to form or join a union. The unionization of significant employee populations could result in higher costs and other operational changes necessary to respond to changing conditions and to establish new relationships with worker representatives."}
-{"_id": "MSFT20230427", "title": "MSFT UNRESOLVED STAFF COMMENTS", "text": "We have received no written comments regarding our periodic or current reports from the staff of the Securities and Exchange Commission that were issued 180 days or more preceding the end of our fiscal year 2023 that remain unresolved."}
-{"_id": "MSFT20230429", "title": "MSFT PROPERTIES", "text": "Our corporate headquarters are located in Redmond, Washington. We have approximately 16 million square feet of space located in King County, Washington that is used for engineering, sales, marketing, and operations, among other general and administrative purposes. These facilities include approximately 11 million square feet of owned space situated on approximately 530 acres of land we own at our corporate headquarters, and approximately 5 million square feet of space we lease."}
-{"_id": "MSFT20230430", "title": "MSFT PROPERTIES", "text": "We own and lease other facilities domestically and internationally, primarily for offices, datacenters, and research and development. The largest owned international properties include space in the following locations: China, India, Ireland, and the Netherlands. The largest leased international properties include space in the following locations: Australia, Canada, China, France, Germany, India, Ireland, Israel, Japan, the Netherlands, and the United Kingdom. Refer to Research and Development (Part I, Item 1 of this Form 10-K) for further discussion of our research and development facilities."}
-{"_id": "MSFT20230431", "title": "MSFT PROPERTIES", "text": "In fiscal year 2023, we made decisions to consolidate our office leases to create higher density across our workspaces, and we may make similar decisions in future periods as we continue to evaluate our real estate needs."}
-{"_id": "MSFT20230437", "title": "MSFT PROPERTIES", "text": "The table below shows a summary of the square footage of our properties owned and leased domestically and internationally as of June 30, 2023: ####(Square feet in millions)#### Location##Owned####Leased##Total U.S.##27####20##47 International##9####22##31 Total##36####42##78"}
-{"_id": "MSFT20230439", "title": "MSFT LEGAL PROCEEDINGS", "text": "Refer to Note 15 \u2013 Contingencies of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K) for information regarding legal proceedings in which we are involved."}
-{"_id": "MSFT20230443", "title": "MSFT MINE SAFETY DISCLOSURES", "text": "Not applicable."}
-{"_id": "MSFT20230444", "title": "MSFT MINE SAFETY DISCLOSURES", "text": "MARKET FOR REGISTRANT\u2019S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES"}
-{"_id": "MSFT20230446", "title": "MSFT MARKET AND STOCKHOLDERS", "text": "Our common stock is traded on the NASDAQ Stock Market under the symbol MSFT. On July 24, 2023, there were 83,883 registered holders of record of our common stock."}
-{"_id": "MSFT20230454", "title": "MSFT SHARE REPURCHASES AND DIVIDENDS", "text": "Following are our monthly share repurchases for the fourth quarter of fiscal year 2023: Period##Total Number of Shares Purchased##Average Price Paid Per Share######Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs####Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs ########(In millions)###### April 1, 2023 \u2013 April 30, 2023##5,007,656##$##287.97####5,007,656##$##25,467 May 1, 2023 \u2013 May 31, 2023##5,355,638####314.26####5,355,638####23,784 June 1, 2023 \u2013 June 30, 2023##4,413,960####334.15####4,413,960####22,309 ##14,777,254########14,777,254####"}
-{"_id": "MSFT20230455", "title": "MSFT SHARE REPURCHASES AND DIVIDENDS", "text": "All share repurchases were made using cash resources. Our share repurchases may occur through open market purchases or pursuant to a Rule 10b5-1 trading plan. The above table excludes shares repurchased to settle employee tax withholding related to the vesting of stock awards."}
-{"_id": "MSFT20230459", "title": "MSFT SHARE REPURCHASES AND DIVIDENDS", "text": "Our Board of Directors declared the following dividends during the fourth quarter of fiscal year 2023: Declaration Date##Record Date##Payment Date####Dividend Per Share####Amount ############(In millions) June 13, 2023##August 17, 2023##September 14, 2023##$##0.68##$##5,054"}
-{"_id": "MSFT20230462", "title": "MSFT SHARE REPURCHASES AND DIVIDENDS", "text": "We returned $9.7 billion to shareholders in the form of share repurchases and dividends in the fourth quarter of fiscal year 2023. Refer to Note 16 \u2013 Stockholders\u2019 Equity of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K) for further discussion regarding share repurchases and dividends."}
-{"_id": "MSFT20230466", "title": "MSFT [RESERVED]", "text": "MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS"}
-{"_id": "MSFT20230467", "title": "MSFT [RESERVED]", "text": "The following Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations (\u201cMD&A\u201d) is intended to help the reader understand the results of operations and financial condition of Microsoft Corporation. MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying Notes to Financial Statements (Part II, Item 8 of this Form 10-K). This section generally discusses the results of our operations for the year ended June 30, 2023 compared to the year ended June 30, 2022. For a discussion of the year ended June 30, 2022 compared to the year ended June 30, 2021, please refer to Part II, Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in our Annual Report on Form 10-K for the year ended June 30, 2022."}
-{"_id": "MSFT20230469", "title": "MSFT OVERVIEW", "text": "Microsoft is a technology company whose mission is to empower every person and every organization on the planet to achieve more. We strive to create local opportunity, growth, and impact in every country around the world. We are creating the platforms and tools, powered by artificial intelligence (\u201cAI\u201d), that deliver better, faster, and more effective solutions to support small and large business competitiveness, improve educational and health outcomes, grow public-sector efficiency, and empower human ingenuity."}
-{"_id": "MSFT20230470", "title": "MSFT OVERVIEW", "text": "We generate revenue by offering a wide range of cloud-based solutions, content, and other services to people and businesses; licensing and supporting an array of software products; delivering relevant online advertising to a global audience; and designing and selling devices. Our most significant expenses are related to compensating employees; supporting and investing in our cloud-based services, including datacenter operations; designing, manufacturing, marketing, and selling our other products and services; and income taxes."}
-{"_id": "MSFT20230482", "title": "MSFT OVERVIEW", "text": "Highlights from fiscal year 2023 compared with fiscal year 2022 included: \u2022Microsoft Cloud revenue increased 22% to $111.6 billion. \u2022Office Commercial products and cloud services revenue increased 10% driven by Office 365 Commercial growth of 13%. \u2022Office Consumer products and cloud services revenue increased 2% and Microsoft 365 Consumer subscribers increased to 67.0 million. \u2022LinkedIn revenue increased 10%. \u2022Dynamics products and cloud services revenue increased 16% driven by Dynamics 365 growth of 24%. \u2022Server products and cloud services revenue increased 19% driven by Azure and other cloud services growth of 29%. \u2022Windows original equipment manufacturer licensing (\u201cWindows OEM\u201d) revenue decreased 25%. \u2022Devices revenue decreased 24%. \u2022Windows Commercial products and cloud services revenue increased 5%. \u2022Xbox content and services revenue decreased 3%. \u2022Search and news advertising revenue excluding traffic acquisition costs increased 11%."}
-{"_id": "MSFT20230486", "title": "MSFT Industry Trends", "text": "Our industry is dynamic and highly competitive, with frequent changes in both technologies and business models. Each industry shift is an opportunity to conceive new products, new technologies, or new ideas that can further transform the industry and our business. At Microsoft, we push the boundaries of what is possible through a broad range of research and development activities that seek to identify and address the changing demands of customers and users, industry trends, and competitive forces."}
-{"_id": "MSFT20230488", "title": "MSFT Economic Conditions, Challenges, and Risks", "text": "The markets for software, devices, and cloud-based services are dynamic and highly competitive. Our competitors are developing new software and devices, while also deploying competing cloud-based services for consumers and businesses. The devices and form factors customers prefer evolve rapidly, influencing how users access services in the cloud and, in some cases, the user\u2019s choice of which suite of cloud-based services to use. Aggregate demand for our software, services, and devices is also correlated to global macroeconomic and geopolitical factors, which remain dynamic. We must continue to evolve and adapt over an extended time in pace with this changing environment."}
-{"_id": "MSFT20230489", "title": "MSFT Economic Conditions, Challenges, and Risks", "text": "The investments we are making in cloud and AI infrastructure and devices will continue to increase our operating costs and may decrease our operating margins. We continue to identify and evaluate opportunities to expand our datacenter locations and increase our server capacity to meet the evolving needs of our customers, particularly given the growing demand for AI services. Our datacenters depend on the availability of permitted and buildable land, predictable energy, networking supplies, and servers, including graphics processing units (\u201cGPUs\u201d) and other components. Our devices are primarily manufactured by third-party contract manufacturers. For the majority of our products, we have the ability to use other manufacturers if a current vendor becomes unavailable or unable to meet our requirements. However, some of our products contain certain components for which there are very few qualified suppliers. Extended disruptions at these suppliers could impact our ability to manufacture devices on time to meet consumer demand."}
-{"_id": "MSFT20230490", "title": "MSFT Economic Conditions, Challenges, and Risks", "text": "Our success is highly dependent on our ability to attract and retain qualified employees. We hire a mix of university and industry talent worldwide. We compete for talented individuals globally by offering an exceptional working environment, broad customer reach, scale in resources, the ability to grow one\u2019s career across many different products and businesses, and competitive compensation and benefits."}
-{"_id": "MSFT20230491", "title": "MSFT Economic Conditions, Challenges, and Risks", "text": "Our international operations provide a significant portion of our total revenue and expenses. Many of these revenue and expenses are denominated in currencies other than the U.S. dollar. As a result, changes in foreign exchange rates may significantly affect revenue and expenses. Fluctuations in the U.S. dollar relative to certain foreign currencies reduced reported revenue and expenses from our international operations in fiscal year 2023."}
-{"_id": "MSFT20230492", "title": "MSFT Economic Conditions, Challenges, and Risks", "text": "On January 18, 2023, we announced decisions we made to align our cost structure with our revenue and customer demand, prioritize our investments in strategic areas, and consolidate office space. As a result, we recorded a $1.2 billion charge in the second quarter of fiscal year 2023 (\u201cQ2 charge\u201d), which included employee severance expenses of $800 million, impairment charges resulting from changes to our hardware portfolio, and costs related to lease consolidation activities. First, we reduced our overall workforce by approximately 10,000 jobs through the third quarter of fiscal year 2023 related to the Q2 charge, which represents less than 5% of our total employee base. While we eliminated roles in some areas, we will continue to hire in key strategic areas. Second, we are allocating both our capital and talent to areas of secular growth and long-term competitiveness, while divesting in other areas. Third, we are consolidating our leases to create higher density across our workspaces, which impacted our financial results through the remainder of fiscal year 2023, and we may make similar decisions in future periods as we continue to evaluate our real estate needs."}
-{"_id": "MSFT20230493", "title": "MSFT Economic Conditions, Challenges, and Risks", "text": "Refer to Risk Factors (Part I, Item 1A of this Form 10-K) for a discussion of these factors and other risks."}
-{"_id": "MSFT20230495", "title": "MSFT Seasonality", "text": "Our revenue fluctuates quarterly and is generally higher in the second and fourth quarters of our fiscal year. Second quarter revenue is driven by corporate year-end spending trends in our major markets and holiday season spending by consumers, and fourth quarter revenue is driven by the volume of multi-year on-premises contracts executed during the period."}
-{"_id": "MSFT20230499", "title": "MSFT Change in Accounting Estimate", "text": "In July 2022, we completed an assessment of the useful lives of our server and network equipment. Due to investments in software that increased efficiencies in how we operate our server and network equipment, as well as advances in technology, we determined we should increase the estimated useful lives of both server and network equipment from four years to six years. This change in accounting estimate was effective beginning fiscal year 2023. Based on the carrying amount of server and network equipment included in property and equipment, net as of June 30, 2022, the effect of this change in estimate for fiscal year 2023 was an increase in operating income of $3.7 billion and net income of $3.0 billion, or $0.40 per both basic and diluted share."}
-{"_id": "MSFT20230501", "title": "MSFT Reportable Segments", "text": "We report our financial performance based on the following segments: Productivity and Business Processes, Intelligent Cloud, and More Personal Computing. The segment amounts included in MD&A are presented on a basis consistent with our internal management reporting. We have recast certain prior period amounts to conform to the way we internally manage and monitor our business."}
-{"_id": "MSFT20230502", "title": "MSFT Reportable Segments", "text": "Additional information on our reportable segments is contained in Note 19 \u2013 Segment Information and Geographic Data of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K)."}
-{"_id": "MSFT20230504", "title": "MSFT Metrics", "text": "We use metrics in assessing the performance of our business and to make informed decisions regarding the allocation of resources. We disclose metrics to enable investors to evaluate progress against our ambitions, provide transparency into performance trends, and reflect the continued evolution of our products and services. Our commercial and other business metrics are fundamentally connected based on how customers use our products and services. The metrics are disclosed in the MD&A or the Notes to Financial Statements (Part II, Item 8 of this Form 10-K). Financial metrics are calculated based on financial results prepared in accordance with accounting principles generally accepted in the United States of America (\u201cGAAP\u201d), and growth comparisons relate to the corresponding period of last fiscal year."}
-{"_id": "MSFT20230505", "title": "MSFT Metrics", "text": "In the first quarter of fiscal year 2023, we made updates to the presentation and method of calculation for certain metrics, most notably expanding our Surface metric into a broader Devices metric to incorporate additional revenue streams, along with other minor changes to align with how we manage our businesses."}
-{"_id": "MSFT20230507", "title": "MSFT Commercial", "text": "Our commercial business primarily consists of Server products and cloud services, Office Commercial, Windows Commercial, the commercial portion of LinkedIn, Enterprise Services, and Dynamics. Our commercial metrics allow management and investors to assess the overall health of our commercial business and include leading indicators of future performance."}
-{"_id": "MSFT20230508", "title": "MSFT Commercial", "text": "Commercial remaining performance obligation Commercial portion of revenue allocated to remaining performance obligations, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods"}
-{"_id": "MSFT20230509", "title": "MSFT Commercial", "text": "Microsoft Cloud revenue Revenue from Azure and other cloud services, Office 365 Commercial, the commercial portion of LinkedIn, Dynamics 365, and other commercial cloud properties"}
-{"_id": "MSFT20230512", "title": "MSFT Commercial", "text": "Microsoft Cloud gross margin percentage Gross margin percentage for our Microsoft Cloud business"}
-{"_id": "MSFT20230521", "title": "MSFT Productivity and Business Processes and Intelligent Cloud", "text": "Metrics related to our Productivity and Business Processes and Intelligent Cloud segments assess the health of our core businesses within these segments. The metrics reflect our cloud and on-premises product strategies and trends. Office Commercial products and cloud services revenue growth##Revenue from Office Commercial products and cloud services (Office 365 subscriptions, the Office 365 portion of Microsoft 365 Commercial subscriptions, and Office licensed on-premises), comprising Office, Exchange, SharePoint, Microsoft Teams, Office 365 Security and Compliance, Microsoft Viva, and Microsoft 365 Copilot Office Consumer products and cloud services revenue growth##Revenue from Office Consumer products and cloud services, including Microsoft 365 Consumer subscriptions, Office licensed on-premises, and other Office services Office 365 Commercial seat growth##The number of Office 365 Commercial seats at end of period where seats are paid users covered by an Office 365 Commercial subscription Microsoft 365 Consumer subscribers##The number of Microsoft 365 Consumer subscribers at end of period Dynamics products and cloud services revenue growth##Revenue from Dynamics products and cloud services, including Dynamics 365, comprising a set of intelligent, cloud-based applications across ERP, CRM (including Customer Insights), Power Apps, and Power Automate; and on-premises ERP and CRM applications LinkedIn revenue growth##Revenue from LinkedIn, including Talent Solutions, Marketing Solutions, Premium Subscriptions, and Sales Solutions Server products and cloud services revenue growth##Revenue from Server products and cloud services, including Azure and other cloud services; SQL Server, Windows Server, Visual Studio, System Center, and related Client Access Licenses (\u201cCALs\u201d); and Nuance and GitHub"}
-{"_id": "MSFT20230530", "title": "MSFT More Personal Computing", "text": "Metrics related to our More Personal Computing segment assess the performance of key lines of business within this segment. These metrics provide strategic product insights which allow us to assess the performance across our commercial and consumer businesses. As we have diversity of target audiences and sales motions within the Windows business, we monitor metrics that are reflective of those varying motions. Windows OEM revenue growth##Revenue from sales of Windows Pro and non-Pro licenses sold through the OEM channel Windows Commercial products and cloud services revenue growth##Revenue from Windows Commercial products and cloud services, comprising volume licensing of the Windows operating system, Windows cloud services, and other Windows commercial offerings Devices revenue growth##Revenue from Devices, including Surface, HoloLens, and PC accessories Xbox content and services revenue growth##Revenue from Xbox content and services, comprising first- and third-party content (including games and in-game content), Xbox Game Pass and other subscriptions, Xbox Cloud Gaming, advertising, third-party disc royalties, and other cloud services Search and news advertising revenue (ex TAC) growth##Revenue from search and news advertising excluding traffic acquisition costs (\u201cTAC\u201d) paid to Bing Ads network publishers and news partners"}
-{"_id": "MSFT20230541", "title": "MSFT SUMMARY RESULTS OF OPERATIONS", "text": " (In millions, except percentages and per share amounts)####2023####2022##Percentage Change Revenue##$##211,915##$##198,270##7% Gross margin####146,052####135,620##8% Operating income####88,523####83,383##6% Net income####72,361####72,738##(1)% Diluted earnings per share####9.68####9.65##0% Adjusted gross margin (non-GAAP)####146,204####135,620##8% Adjusted operating income (non-GAAP)####89,694####83,383##8% Adjusted net income (non-GAAP)####73,307####69,447##6% Adjusted diluted earnings per share (non-GAAP)####9.81####9.21##7%"}
-{"_id": "MSFT20230542", "title": "MSFT SUMMARY RESULTS OF OPERATIONS", "text": "Adjusted gross margin, operating income, net income, and diluted earnings per share (\u201cEPS\u201d) are non-GAAP financial measures. Current year non-GAAP financial measures exclude the impact of the Q2 charge, which includes employee severance expenses, impairment charges resulting from changes to our hardware portfolio, and costs related to lease consolidation activities. Prior year non-GAAP financial measures exclude the net income tax benefit related to transfer of intangible properties in the first quarter of fiscal year 2022. Refer to Note 12 \u2013 Income Taxes of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K) for further discussion. Refer to the Non-GAAP Financial Measures section below for a reconciliation of our financial results reported in accordance with GAAP to non-GAAP financial results."}
-{"_id": "MSFT20230544", "title": "MSFT Fiscal Year 2023 Compared with Fiscal Year 2022", "text": "Revenue increased $13.6 billion or 7% driven by growth in Intelligent Cloud and Productivity and Business Processes, offset in part by a decline in More Personal Computing. Intelligent Cloud revenue increased driven by Azure and other cloud services. Productivity and Business Processes revenue increased driven by Office 365 Commercial and LinkedIn. More Personal Computing revenue decreased driven by Windows and Devices."}
-{"_id": "MSFT20230545", "title": "MSFT Fiscal Year 2023 Compared with Fiscal Year 2022", "text": "Cost of revenue increased $3.2 billion or 5% driven by growth in Microsoft Cloud, offset in part by the change in accounting estimate."}
-{"_id": "MSFT20230548", "title": "MSFT Fiscal Year 2023 Compared with Fiscal Year 2022", "text": "Gross margin increased $10.4 billion or 8% driven by growth in Intelligent Cloud and Productivity and Business Processes and the change in accounting estimate, offset in part by a decline in More Personal Computing. \u2022Gross margin percentage increased slightly. Excluding the impact of the change in accounting estimate, gross margin percentage decreased 1 point driven by declines in Intelligent Cloud and More Personal Computing, offset in part by sales mix shift between our segments. \u2022Microsoft Cloud gross margin percentage increased 2 points to 72%. Excluding the impact of the change in accounting estimate, Microsoft Cloud gross margin percentage decreased slightly driven by a decline in Azure and other cloud services and sales mix shift to Azure and other cloud services, offset in part by improvement in Office 365 Commercial."}
-{"_id": "MSFT20230549", "title": "MSFT Fiscal Year 2023 Compared with Fiscal Year 2022", "text": "Operating expenses increased $5.3 billion or 10% driven by employee severance expenses, 2 points of growth from the Nuance and Xandr acquisitions, investments in cloud engineering, and LinkedIn."}
-{"_id": "MSFT20230550", "title": "MSFT Fiscal Year 2023 Compared with Fiscal Year 2022", "text": "Operating income increased $5.1 billion or 6% driven by growth in Productivity and Business Processes and Intelligent Cloud and the change in accounting estimate, offset in part by a decline in More Personal Computing."}
-{"_id": "MSFT20230551", "title": "MSFT Fiscal Year 2023 Compared with Fiscal Year 2022", "text": "Revenue, gross margin, and operating income included an unfavorable foreign currency impact of 4%, 4%, and 6%, respectively. Cost of revenue and operating expenses both included a favorable foreign currency impact of 2%."}
-{"_id": "MSFT20230554", "title": "MSFT Fiscal Year 2023 Compared with Fiscal Year 2022", "text": "Current year gross margin, operating income, net income, and diluted EPS were negatively impacted by the Q2 charge, which resulted in decreases of $152 million, $1.2 billion, $946 million, and $0.13, respectively. Prior year net income and diluted EPS were positively impacted by the net tax benefit related to the transfer of intangible properties, which resulted in an increase to net income and diluted EPS of $3.3 billion and $0.44, respectively."}
-{"_id": "MSFT20230566", "title": "MSFT SEGMENT RESULTS OF OPERATIONS", "text": " (In millions, except percentages)####2023####2022##Percentage Change Revenue########## Productivity and Business Processes##$##69,274##$##63,364##9% Intelligent Cloud####87,907####74,965##17% More Personal Computing####54,734####59,941##(9)% Total##$##211,915##$##198,270##7% Operating Income########## Productivity and Business Processes##$##34,189##$##29,690##15% Intelligent Cloud####37,884####33,203##14% More Personal Computing####16,450####20,490##(20)% Total##$##88,523##$##83,383##6%"}
-{"_id": "MSFT20230574", "title": "MSFT Productivity and Business Processes", "text": "Revenue increased $5.9 billion or 9%. \u2022Office Commercial products and cloud services revenue increased $3.7 billion or 10%. Office 365 Commercial revenue grew 13% with seat growth of 11%, driven by small and medium business and frontline worker offerings, as well as growth in revenue per user. Office Commercial products revenue declined 21% driven by continued customer shift to cloud offerings. \u2022Office Consumer products and cloud services revenue increased $140 million or 2%. Microsoft 365 Consumer subscribers grew 12% to 67.0 million. \u2022LinkedIn revenue increased $1.3 billion or 10% driven by Talent Solutions. \u2022Dynamics products and cloud services revenue increased $750 million or 16% driven by Dynamics 365 growth of 24%."}
-{"_id": "MSFT20230577", "title": "MSFT Productivity and Business Processes", "text": "Operating income increased $4.5 billion or 15%. \u2022Gross margin increased $5.8 billion or 12% driven by growth in Office 365 Commercial and LinkedIn, as well as the change in accounting estimate. Gross margin percentage increased. Excluding the impact of the change in accounting estimate, gross margin percentage increased slightly driven by improvement in Office 365 Commercial, offset in part by sales mix shift to cloud offerings. \u2022Operating expenses increased $1.3 billion or 7% driven by investment in LinkedIn and employee severance expenses."}
-{"_id": "MSFT20230578", "title": "MSFT Productivity and Business Processes", "text": "Revenue, gross margin, and operating income included an unfavorable foreign currency impact of 5%, 5%, and 8%, respectively."}
-{"_id": "MSFT20230584", "title": "MSFT Intelligent Cloud", "text": "Revenue increased $12.9 billion or 17%. \u2022Server products and cloud services revenue increased $12.6 billion or 19% driven by Azure and other cloud services. Azure and other cloud services revenue grew 29% driven by growth in our consumption-based services. Server products revenue decreased 1%. \u2022Enterprise Services revenue increased $315 million or 4% driven by growth in Enterprise Support Services, offset in part by a decline in Industry Solutions (formerly Microsoft Consulting Services)."}
-{"_id": "MSFT20230587", "title": "MSFT Intelligent Cloud", "text": "Operating income increased $4.7 billion or 14%. \u2022Gross margin increased $8.9 billion or 17% driven by growth in Azure and other cloud services and the change in accounting estimate. Gross margin percentage decreased slightly. Excluding the impact of the change in accounting estimate, gross margin percentage decreased 3 points driven by sales mix shift to Azure and other cloud services and a decline in Azure and other cloud services. \u2022Operating expenses increased $4.2 billion or 21% driven by investments in Azure, 4 points of growth from the Nuance acquisition, and employee severance expenses."}
-{"_id": "MSFT20230588", "title": "MSFT Intelligent Cloud", "text": "Revenue, gross margin, and operating income included an unfavorable foreign currency impact of 4%, 4%, and 6%, respectively. Operating expenses included a favorable foreign currency impact of 2%."}
-{"_id": "MSFT20230594", "title": "MSFT More Personal Computing", "text": "Revenue decreased $5.2 billion or 9%. \u2022Windows revenue decreased $3.2 billion or 13% driven by a decrease in Windows OEM. Windows OEM revenue decreased 25% as elevated channel inventory levels continued to drive additional weakness beyond declining PC demand. Windows Commercial products and cloud services revenue increased 5% driven by demand for Microsoft 365. \u2022Devices revenue decreased $1.8 billion or 24% as elevated channel inventory levels continued to drive additional weakness beyond declining PC demand. \u2022Gaming revenue decreased $764 million or 5% driven by declines in Xbox hardware and Xbox content and services. Xbox hardware revenue decreased 11% driven by lower volume and price of consoles sold. Xbox content and services revenue decreased 3% driven by a decline in first-party content, offset in part by growth in Xbox Game Pass. \u2022Search and news advertising revenue increased $617 million or 5%. Search and news advertising revenue excluding traffic acquisition costs increased 11% driven by higher search volume and the Xandr acquisition."}
-{"_id": "MSFT20230597", "title": "MSFT More Personal Computing", "text": "Operating income decreased $4.0 billion or 20%. \u2022Gross margin decreased $4.2 billion or 13% driven by declines in Windows and Devices. Gross margin percentage decreased driven by a decline in Devices. \u2022Operating expenses decreased $195 million or 2% driven by a decline in Devices, offset in part by investments in Search and news advertising, including 2 points of growth from the Xandr acquisition."}
-{"_id": "MSFT20230600", "title": "MSFT More Personal Computing", "text": "Revenue, gross margin, and operating income included an unfavorable foreign currency impact of 3%, 4%, and 6%, respectively. Operating expenses included a favorable foreign currency impact of 2%."}
-{"_id": "MSFT20230605", "title": "MSFT Research and Development", "text": " (In millions, except percentages)####2023####2022##Percentage Change Research and development##$##27,195##$##24,512##11% As a percent of revenue####13%####12%##1ppt"}
-{"_id": "MSFT20230606", "title": "MSFT Research and Development", "text": "Research and development expenses include payroll, employee benefits, stock-based compensation expense, and other headcount-related expenses associated with product development. Research and development expenses also include third-party development and programming costs and the amortization of purchased software code and services content."}
-{"_id": "MSFT20230608", "title": "MSFT Fiscal Year 2023 Compared with Fiscal Year 2022", "text": "Research and development expenses increased $2.7 billion or 11% driven by investments in cloud engineering and LinkedIn."}
-{"_id": "MSFT20230612", "title": "MSFT Sales and Marketing", "text": " (In millions, except percentages)####2023####2022##Percentage Change Sales and marketing##$##22,759##$##21,825##4% As a percent of revenue####11%####11%##0ppt"}
-{"_id": "MSFT20230613", "title": "MSFT Sales and Marketing", "text": "Sales and marketing expenses include payroll, employee benefits, stock-based compensation expense, and other headcount-related expenses associated with sales and marketing personnel, and the costs of advertising, promotions, trade shows, seminars, and other programs."}
-{"_id": "MSFT20230615", "title": "MSFT Fiscal Year 2023 Compared with Fiscal Year 2022", "text": "Sales and marketing expenses increased $934 million or 4% driven by 3 points of growth from the Nuance and Xandr acquisitions and investments in commercial sales, offset in part by a decline in Windows advertising. Sales and marketing included a favorable foreign currency impact of 2%."}
-{"_id": "MSFT20230619", "title": "MSFT General and Administrative", "text": " (In millions, except percentages)####2023####2022##Percentage Change General and administrative##$##7,575##$##5,900##28% As a percent of revenue####4%####3%##1ppt"}
-{"_id": "MSFT20230620", "title": "MSFT General and Administrative", "text": "General and administrative expenses include payroll, employee benefits, stock-based compensation expense, employee severance expense incurred as part of a corporate program, and other headcount-related expenses associated with finance, legal, facilities, certain human resources and other administrative personnel, certain taxes, and legal and other administrative fees."}
-{"_id": "MSFT20230624", "title": "MSFT Fiscal Year 2023 Compared with Fiscal Year 2022", "text": "General and administrative expenses increased $1.7 billion or 28% driven by employee severance expenses and a charge related to a non-public preliminary draft decision provided by the Irish Data Protection Commission. General and administrative included a favorable foreign currency impact of 2%."}
-{"_id": "MSFT20230635", "title": "MSFT OTHER INCOME (EXPENSE), NET", "text": "The components of other income (expense), net were as follows: (In millions)############ Year Ended June 30,####2023######2022## Interest and dividends income##$##2,994####$##2,094## Interest expense####(1,968##)####(2,063##) Net recognized gains on investments####260######461## Net losses on derivatives####(456##)####(52##) Net gains (losses) on foreign currency remeasurements####181######(75##) Other, net####(223##)####(32##) Total##$##788####$##333##"}
-{"_id": "MSFT20230636", "title": "MSFT OTHER INCOME (EXPENSE), NET", "text": "We use derivative instruments to manage risks related to foreign currencies, equity prices, interest rates, and credit; enhance investment returns; and facilitate portfolio diversification. Gains and losses from changes in fair values of derivatives that are not designated as hedging instruments are primarily recognized in other income (expense), net."}
-{"_id": "MSFT20230638", "title": "MSFT Fiscal Year 2023 Compared with Fiscal Year 2022", "text": "Interest and dividends income increased due to higher yields, offset in part by lower portfolio balances. Interest expense decreased due to a decrease in outstanding long-term debt due to debt maturities. Net recognized gains on investments decreased due to lower gains on equity securities and higher losses on fixed income securities. Net losses on derivatives increased due to losses related to managing strategic investments."}
-{"_id": "MSFT20230641", "title": "MSFT Effective Tax Rate", "text": "Our effective tax rate for fiscal years 2023 and 2022 was 19% and 13%, respectively. The increase in our effective tax rate was primarily due to a $3.3 billion net income tax benefit in the first quarter of fiscal year 2022 related to the transfer of intangible properties and a decrease in tax benefits relating to stock-based compensation."}
-{"_id": "MSFT20230642", "title": "MSFT Effective Tax Rate", "text": "In the first quarter of fiscal year 2022, we transferred certain intangible properties from our Puerto Rico subsidiary to the U.S. The transfer of intangible properties resulted in a $3.3 billion net income tax benefit in the first quarter of fiscal year 2022, as the value of future U.S. tax deductions exceeded the current tax liability from the U.S. global intangible low-taxed income tax."}
-{"_id": "MSFT20230643", "title": "MSFT Effective Tax Rate", "text": "Our effective tax rate was lower than the U.S. federal statutory rate, primarily due to earnings taxed at lower rates in foreign jurisdictions resulting from producing and distributing our products and services through our foreign regional operations center in Ireland."}
-{"_id": "MSFT20230644", "title": "MSFT Effective Tax Rate", "text": "The mix of income before income taxes between the U.S. and foreign countries impacted our effective tax rate as a result of the geographic distribution of, and customer demand for, our products and services. In fiscal year 2023, our U.S. income before income taxes was $52.9 billion and our foreign income before income taxes was $36.4 billion. In fiscal year 2022, our U.S. income before income taxes was $47.8 billion and our foreign income before income taxes was $35.9 billion."}
-{"_id": "MSFT20230648", "title": "MSFT Uncertain Tax Positions", "text": "We settled a portion of the Internal Revenue Service (\u201cIRS\u201d) audit for tax years 2004 to 2006 in fiscal year 2011. In February 2012, the IRS withdrew its 2011 Revenue Agents Report related to unresolved issues for tax years 2004 to 2006 and reopened the audit phase of the examination. We also settled a portion of the IRS audit for tax years 2007 to 2009 in fiscal year 2016, and a portion of the IRS audit for tax years 2010 to 2013 in fiscal year 2018. In the second quarter of fiscal year 2021, we settled an additional portion of the IRS audits for tax years 2004 to 2013 and made a payment of $1.7 billion, including tax and interest. We remain under audit for tax years 2004 to 2017."}
-{"_id": "MSFT20230649", "title": "MSFT Uncertain Tax Positions", "text": "As of June 30, 2023, the primary unresolved issues for the IRS audits relate to transfer pricing, which could have a material impact in our consolidated financial statements when the matters are resolved. We believe our allowances for income tax contingencies are adequate. We have not received a proposed assessment for the unresolved key transfer pricing issues. We do not expect a final resolution of these issues in the next 12 months. Based on the information currently available, we do not anticipate a significant increase or decrease to our tax contingencies for these issues within the next 12 months."}
-{"_id": "MSFT20230650", "title": "MSFT Uncertain Tax Positions", "text": "We are subject to income tax in many jurisdictions outside the U.S. Our operations in certain jurisdictions remain subject to examination for tax years 1996 to 2022, some of which are currently under audit by local tax authorities. The resolution of each of these audits is not expected to be material to our consolidated financial statements."}
-{"_id": "MSFT20230652", "title": "MSFT NON-GAAP FINANCIAL MEASURES", "text": "Adjusted gross margin, operating income, net income, and diluted EPS are non-GAAP financial measures. Current year non-GAAP financial measures exclude the impact of the Q2 charge, which includes employee severance expenses, impairment charges resulting from changes to our hardware portfolio, and costs related to lease consolidation activities. Prior year non-GAAP financial measures exclude the net income tax benefit related to transfer of intangible properties in the first quarter of fiscal year 2022. We believe these non-GAAP measures aid investors by providing additional insight into our operational performance and help clarify trends affecting our business. For comparability of reporting, management considers non-GAAP measures in conjunction with GAAP financial results in evaluating business performance. These non-GAAP financial measures presented should not be considered a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP."}
-{"_id": "MSFT20230668", "title": "MSFT NON-GAAP FINANCIAL MEASURES", "text": "The following table reconciles our financial results reported in accordance with GAAP to non-GAAP financial results: (In millions, except percentages and per share amounts)####2023####2022####Percentage Change Gross margin##$##146,052##$##135,620####8% Severance, hardware-related impairment, and lease consolidation costs####152####0####* Adjusted gross margin (non-GAAP)##$##146,204##$##135,620####8% Operating income##$##88,523##$##83,383####6% Severance, hardware-related impairment, and lease consolidation costs####1,171####0####* Adjusted operating income (non-GAAP)##$##89,694##$##83,383####8% Net income##$##72,361##$##72,738####(1)% Severance, hardware-related impairment, and lease consolidation costs####946####0####* Net income tax benefit related to transfer of intangible properties####0####(3,291##)##* Adjusted net income (non-GAAP)##$##73,307##$##69,447####6% Diluted earnings per share##$##9.68##$##9.65####0% Severance, hardware-related impairment, and lease consolidation costs####0.13####0####* Net income tax benefit related to transfer of intangible properties####0####(0.44##)##* Adjusted diluted earnings per share (non-GAAP)##$##9.81##$##9.21####7%"}
-{"_id": "MSFT20230671", "title": "MSFT NON-GAAP FINANCIAL MEASURES", "text": "* Not meaningful."}
-{"_id": "MSFT20230673", "title": "MSFT LIQUIDITY AND CAPITAL RESOURCES", "text": "We expect existing cash, cash equivalents, short-term investments, cash flows from operations, and access to capital markets to continue to be sufficient to fund our operating activities and cash commitments for investing and financing activities, such as dividends, share repurchases, debt maturities, material capital expenditures, and the transition tax related to the Tax Cuts and Jobs Act (\u201cTCJA\u201d), for at least the next 12 months and thereafter for the foreseeable future."}
-{"_id": "MSFT20230675", "title": "MSFT Cash, Cash Equivalents, and Investments", "text": "Cash, cash equivalents, and short-term investments totaled $111.3 billion and $104.8 billion as of June 30, 2023 and 2022, respectively. Equity investments were $9.9 billion and $6.9 billion as of June 30, 2023 and 2022, respectively. Our short-term investments are primarily intended to facilitate liquidity and capital preservation. They consist predominantly of highly liquid investment-grade fixed-income securities, diversified among industries and individual issuers. The investments are predominantly U.S. dollar-denominated securities, but also include foreign currency-denominated securities to diversify risk. Our fixed-income investments are exposed to interest rate risk and credit risk. The credit risk and average maturity of our fixed-income portfolio are managed to achieve economic returns that correlate to certain fixed-income indices. The settlement risk related to these investments is insignificant given that the short-term investments held are primarily highly liquid investment-grade fixed-income securities."}
-{"_id": "MSFT20230677", "title": "MSFT Valuation", "text": "In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine the fair value of our financial instruments. This pricing methodology applies to our Level 1 investments, such as U.S. government securities, common and preferred stock, and mutual funds. If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, then we use quoted prices for similar assets and liabilities or inputs other than the quoted prices that are observable either directly or indirectly. This pricing methodology applies to our Level 2 investments, such as commercial paper, certificates of deposit, U.S. agency securities, foreign government bonds, mortgage- and asset-backed securities, corporate notes and bonds, and municipal securities. Level 3 investments are valued using internally-developed models with unobservable inputs. Assets and liabilities measured at fair value on a recurring basis using unobservable inputs are an immaterial portion of our portfolio."}
-{"_id": "MSFT20230678", "title": "MSFT Valuation", "text": "A majority of our investments are priced by pricing vendors and are generally Level 1 or Level 2 investments as these vendors either provide a quoted market price in an active market or use observable inputs for their pricing without applying significant adjustments. Broker pricing is used mainly when a quoted price is not available, the investment is not priced by our pricing vendors, or when a broker price is more reflective of fair values in the market in which the investment trades. Our broker-priced investments are generally classified as Level 2 investments because the broker prices these investments based on similar assets without applying significant adjustments. In addition, all our broker-priced investments have a sufficient level of trading volume to demonstrate that the fair values used are appropriate for these investments. Our fair value processes include controls that are designed to ensure appropriate fair values are recorded. These controls include model validation, review of key model inputs, analysis of period-over-period fluctuations, and independent recalculation of prices where appropriate."}
-{"_id": "MSFT20230682", "title": "MSFT Cash Flows", "text": "Cash from operations decreased $1.5 billion to $87.6 billion for fiscal year 2023, mainly due to an increase in cash paid to employees and suppliers and cash used to pay income taxes, offset in part by an increase in cash received from customers. Cash used in financing decreased $14.9 billion to $43.9 billion for fiscal year 2023, mainly due to a $10.5 billion decrease in common stock repurchases and a $6.3 billion decrease in repayments of debt, offset in part by a $1.7 billion increase in dividends paid. Cash used in investing decreased $7.6 billion to $22.7 billion for fiscal year 2023, due to a $20.4 billion decrease in cash used for acquisitions of companies, net of cash acquired, and purchases of intangible and other assets, offset in part by a $8.2 billion decrease in cash from net investment purchases, sales, and maturities, and a $4.2 billion increase in additions to property and equipment."}
-{"_id": "MSFT20230684", "title": "MSFT Debt Proceeds", "text": "We issue debt to take advantage of favorable pricing and liquidity in the debt markets, reflecting our credit rating and the low interest rate environment. The proceeds of these issuances were or will be used for general corporate purposes, which may include, among other things, funding for working capital, capital expenditures, repurchases of capital stock, acquisitions, and repayment of existing debt. Refer to Note 11 \u2013 Debt of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K) for further discussion."}
-{"_id": "MSFT20230686", "title": "MSFT Unearned Revenue", "text": "Unearned revenue comprises mainly unearned revenue related to volume licensing programs, which may include Software Assurance (\u201cSA\u201d) and cloud services. Unearned revenue is generally invoiced annually at the beginning of each contract period for multi-year agreements and recognized ratably over the coverage period. Unearned revenue also includes payments for other offerings for which we have been paid in advance and earn the revenue when we transfer control of the product or service. Refer to Note 1 \u2013 Accounting Policies of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K) for further discussion."}
-{"_id": "MSFT20230695", "title": "MSFT Unearned Revenue", "text": "The following table outlines the expected future recognition of unearned revenue as of June 30, 2023: (In millions)#### Three Months Ending#### September 30, 2023##$##19,673 December 31, 2023####15,600 March 31, 2024####10,801 June 30, 2024####4,827 Thereafter####2,912 Total##$##53,813"}
-{"_id": "MSFT20230696", "title": "MSFT Unearned Revenue", "text": "If our customers choose to license cloud-based versions of our products and services rather than licensing transaction-based products and services, the associated revenue will shift from being recognized at the time of the transaction to being recognized over the subscription period or upon consumption, as applicable. Refer to Note 13 \u2013 Unearned Revenue of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K) for further discussion."}
-{"_id": "MSFT20230707", "title": "MSFT Contractual Obligations", "text": "The following table summarizes the payments due by fiscal year for our outstanding contractual obligations as of June 30, 2023: (In millions)####2024####Thereafter####Total Long-term debt: (a)############ Principal payments##$##5,250##$##47,616##$##52,866 Interest payments####1,379####19,746####21,125 Construction commitments (b)####12,237####1,218####13,455 Operating and finance leases, including imputed interest (c)####5,988####73,852####79,840 Purchase commitments (d)####64,703####3,115####67,818 Total##$##89,557##$##145,547##$##235,104"}
-{"_id": "MSFT20230708", "title": "MSFT Contractual Obligations", "text": "(a)Refer to Note 11 \u2013 Debt of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K)."}
-{"_id": "MSFT20230709", "title": "MSFT Contractual Obligations", "text": "(b)Refer to Note 7 \u2013 Property and Equipment of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K)."}
-{"_id": "MSFT20230710", "title": "MSFT Contractual Obligations", "text": "(c)Refer to Note 14 \u2013 Leases of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K)."}
-{"_id": "MSFT20230713", "title": "MSFT Contractual Obligations", "text": "(d)Purchase commitments primarily relate to datacenters and include open purchase orders and take-or-pay contracts that are not presented as construction commitments above."}
-{"_id": "MSFT20230715", "title": "MSFT Income Taxes", "text": "As a result of the TCJA, we are required to pay a one-time transition tax on deferred foreign income not previously subject to U.S. income tax. Under the TCJA, the transition tax is payable in interest-free installments over eight years, with 8% due in each of the first five years, 15% in year six, 20% in year seven, and 25% in year eight. We have paid transition tax of $7.7 billion, which included $1.5 billion for fiscal year 2023. The remaining transition tax of $10.5 billion is payable over the next three years, with $2.7 billion payable within 12 months."}
-{"_id": "MSFT20230716", "title": "MSFT Income Taxes", "text": "In fiscal year 2023, we paid cash tax of $4.8 billion due to the mandatory capitalization for tax purposes of research and development expenditures enacted by the TCJA and effective on July 1, 2022."}
-{"_id": "MSFT20230718", "title": "MSFT Share Repurchases", "text": "During fiscal years 2023 and 2022, we repurchased 69 million shares and 95 million shares of our common stock for $18.4 billion and $28.0 billion, respectively, through our share repurchase programs. All repurchases were made using cash resources. As of June 30, 2023, $22.3 billion remained of our $60 billion share repurchase program. Refer to Note 16 \u2013 Stockholders\u2019 Equity of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K) for further discussion."}
-{"_id": "MSFT20230720", "title": "MSFT Dividends", "text": "During fiscal year 2023 and 2022, our Board of Directors declared quarterly dividends of $0.68 per share and $0.62 per share, totaling $20.2 billion and $18.6 billion, respectively. We intend to continue returning capital to shareholders in the form of dividends, subject to declaration by our Board of Directors. Refer to Note 16 \u2013 Stockholders\u2019 Equity of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K) for further discussion."}
-{"_id": "MSFT20230722", "title": "MSFT Other Planned Uses of Capital", "text": "On January 18, 2022, we entered into a definitive agreement to acquire Activision Blizzard, Inc. (\u201cActivision Blizzard\u201d) for $95.00 per share in an all-cash transaction valued at $68.7 billion, inclusive of Activision Blizzard\u2019s net cash. The acquisition has been approved by Activision Blizzard\u2019s shareholders. We continue to work toward closing the transaction subject to obtaining required regulatory approvals and satisfaction of other customary closing conditions. Microsoft and Activision Blizzard have jointly agreed to extend the merger agreement through October 18, 2023 to allow for additional time to resolve remaining regulatory concerns."}
-{"_id": "MSFT20230723", "title": "MSFT Other Planned Uses of Capital", "text": "We will continue to invest in sales, marketing, product support infrastructure, and existing and advanced areas of technology, as well as acquisitions that align with our business strategy. Additions to property and equipment will continue, including new facilities, datacenters, and computer systems for research and development, sales and marketing, support, and administrative staff. We expect capital expenditures to increase in coming years to support growth in our cloud offerings and our investments in AI infrastructure. We have operating and finance leases for datacenters, corporate offices, research and development facilities, Microsoft Experience Centers, and certain equipment. We have not engaged in any related party transactions or arrangements with unconsolidated entities or other persons that are reasonably likely to materially affect liquidity or the availability of capital resources."}
-{"_id": "MSFT20230727", "title": "MSFT CRITICAL ACCOUNTING ESTIMATES", "text": "Our consolidated financial statements and accompanying notes are prepared in accordance with GAAP. Preparing consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Critical accounting estimates are those estimates that involve a significant level of estimation uncertainty and could have a material impact on our financial condition or results of operations. We have critical accounting estimates in the areas of revenue recognition, impairment of investment securities, goodwill, research and development costs, legal and other contingencies, income taxes, and inventories."}
-{"_id": "MSFT20230729", "title": "MSFT Revenue Recognition", "text": "Our contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. When a cloud-based service includes both on-premises software licenses and cloud services, judgment is required to determine whether the software license is considered distinct and accounted for separately, or not distinct and accounted for together with the cloud service and recognized over time. Certain cloud services, primarily Office 365, depend on a significant level of integration, interdependency, and interrelation between the desktop applications and cloud services, and are accounted for together as one performance obligation. Revenue from Office 365 is recognized ratably over the period in which the cloud services are provided."}
-{"_id": "MSFT20230730", "title": "MSFT Revenue Recognition", "text": "Judgment is required to determine the stand-alone selling price (\u201cSSP\") for each distinct performance obligation. We use a single amount to estimate SSP for items that are not sold separately, including on-premises licenses sold with SA or software updates provided at no additional charge. We use a range of amounts to estimate SSP when we sell each of the products and services separately and need to determine whether there is a discount to be allocated based on the relative SSP of the various products and services."}
-{"_id": "MSFT20230731", "title": "MSFT Revenue Recognition", "text": "In instances where SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information that may include market conditions and other observable inputs. We typically have more than one SSP for individual products and services due to the stratification of those products and services by customers and circumstances. In these instances, we may use information such as the size of the customer and geographic region in determining the SSP."}
-{"_id": "MSFT20230732", "title": "MSFT Revenue Recognition", "text": "Due to the various benefits from and the nature of our SA program, judgment is required to assess the pattern of delivery, including the exercise pattern of certain benefits across our portfolio of customers."}
-{"_id": "MSFT20230733", "title": "MSFT Revenue Recognition", "text": "Our products are generally sold with a right of return, we may provide other credits or incentives, and in certain instances we estimate customer usage of our products and services, which are accounted for as variable consideration when determining the amount of revenue to recognize. Returns and credits are estimated at contract inception and updated at the end of each reporting period if additional information becomes available. Changes to our estimated variable consideration were not material for the periods presented."}
-{"_id": "MSFT20230735", "title": "MSFT Impairment of Investment Securities", "text": "We review debt investments quarterly for credit losses and impairment. If the cost of an investment exceeds its fair value, we evaluate, among other factors, general market conditions, credit quality of debt instrument issuers, and the extent to which the fair value is less than cost. This determination requires significant judgment. In making this judgment, we employ a systematic methodology that considers available quantitative and qualitative evidence in evaluating potential impairment of our investments. In addition, we consider specific adverse conditions related to the financial health of, and business outlook for, the investee. If we have plans to sell the security or it is more likely than not that we will be required to sell the security before recovery, then a decline in fair value below cost is recorded as an impairment charge in other income (expense), net and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, we may incur future impairments."}
-{"_id": "MSFT20230738", "title": "MSFT Impairment of Investment Securities", "text": "Equity investments without readily determinable fair values are written down to fair value if a qualitative assessment indicates that the investment is impaired and the fair value of the investment is less than carrying value. We perform a qualitative assessment on a periodic basis. We are required to estimate the fair value of the investment to determine the amount of the impairment loss. Once an investment is determined to be impaired, an impairment charge is recorded in other income (expense), net."}
-{"_id": "MSFT20230740", "title": "MSFT Goodwill", "text": "We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination. We evaluate our reporting units on an annual basis and, if necessary, reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (May 1) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit."}
-{"_id": "MSFT20230741", "title": "MSFT Goodwill", "text": "Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The fair value of each reporting unit is estimated primarily through the use of a discounted cash flow methodology. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital."}
-{"_id": "MSFT20230742", "title": "MSFT Goodwill", "text": "The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit."}
-{"_id": "MSFT20230744", "title": "MSFT Research and Development Costs", "text": "Costs incurred internally in researching and developing a computer software product are charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, software costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. We have determined that technological feasibility for our software products is reached after all high-risk development issues have been resolved through coding and testing. Generally, this occurs shortly before the products are released to production. The amortization of these costs is included in cost of revenue over the estimated life of the products."}
-{"_id": "MSFT20230748", "title": "MSFT Legal and Other Contingencies", "text": "The outcomes of legal proceedings and claims brought against us are subject to significant uncertainty. An estimated loss from a loss contingency such as a legal proceeding or claim is accrued by a charge to income if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. In determining whether a loss should be accrued we evaluate, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. Changes in these factors could materially impact our consolidated financial statements."}
-{"_id": "MSFT20230750", "title": "MSFT Income Taxes", "text": "The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year, and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity\u2019s financial statements or tax returns. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Accounting literature also provides guidance on derecognition of income tax assets and liabilities, classification of deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income tax disclosures. Judgment is required in assessing the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. Variations in the actual outcome of these future tax consequences could materially impact our consolidated financial statements."}
-{"_id": "MSFT20230754", "title": "MSFT Inventories", "text": "Inventories are stated at average cost, subject to the lower of cost or net realizable value. Cost includes materials, labor, and manufacturing overhead related to the purchase and production of inventories. Net realizable value is the estimated selling price less estimated costs of completion, disposal, and transportation. We regularly review inventory quantities on hand, future purchase commitments with our suppliers, and the estimated utility of our inventory. These reviews include analysis of demand forecasts, product life cycle status, product development plans, current sales levels, pricing strategy, and component cost trends. If our review indicates a reduction in utility below carrying value, we reduce our inventory to a new cost basis through a charge to cost of revenue."}
-{"_id": "MSFT20230756", "title": "MSFT STATEMENT OF MANAGEMENT\u2019S RESPONSIBILITY FOR FINANCIAL STATEMENTS", "text": "Management is responsible for the preparation of the consolidated financial statements and related information that are presented in this report. The consolidated financial statements, which include amounts based on management\u2019s estimates and judgments, have been prepared in conformity with accounting principles generally accepted in the United States of America."}
-{"_id": "MSFT20230757", "title": "MSFT STATEMENT OF MANAGEMENT\u2019S RESPONSIBILITY FOR FINANCIAL STATEMENTS", "text": "The Company designs and maintains accounting and internal control systems to provide reasonable assurance at reasonable cost that assets are safeguarded against loss from unauthorized use or disposition, and that the financial records are reliable for preparing consolidated financial statements and maintaining accountability for assets. These systems are augmented by written policies, an organizational structure providing division of responsibilities, careful selection and training of qualified personnel, and a program of internal audits."}
-{"_id": "MSFT20230758", "title": "MSFT STATEMENT OF MANAGEMENT\u2019S RESPONSIBILITY FOR FINANCIAL STATEMENTS", "text": "The Company engaged Deloitte & Touche LLP, an independent registered public accounting firm, to audit and render an opinion on the consolidated financial statements and internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States)."}
-{"_id": "MSFT20230759", "title": "MSFT STATEMENT OF MANAGEMENT\u2019S RESPONSIBILITY FOR FINANCIAL STATEMENTS", "text": "The Board of Directors, through its Audit Committee, consisting solely of independent directors of the Company, meets periodically with management, internal auditors, and our independent registered public accounting firm to ensure that each is meeting its responsibilities and to discuss matters concerning internal controls and financial reporting. Deloitte & Touche LLP and the internal auditors each have full and free access to the Audit Committee."}
-{"_id": "MSFT20230770", "title": "MSFT RISKS", "text": "We are exposed to economic risk from foreign exchange rates, interest rates, credit risk, and equity prices. We use derivatives instruments to manage these risks, however, they may still impact our consolidated financial statements."}
-{"_id": "MSFT20230772", "title": "MSFT Foreign Currencies", "text": "Certain forecasted transactions, assets, and liabilities are exposed to foreign currency risk. We monitor our foreign currency exposures daily to maximize the economic effectiveness of our foreign currency positions, including hedges. Principal currency exposures include the Euro, Japanese yen, British pound, Canadian dollar, and Australian dollar."}
-{"_id": "MSFT20230774", "title": "MSFT Interest Rate", "text": "Securities held in our fixed-income portfolio are subject to different interest rate risks based on their maturities. We manage the average maturity of the fixed-income portfolio to achieve economic returns that correlate to certain global fixed-income indices."}
-{"_id": "MSFT20230776", "title": "MSFT Credit", "text": "Our fixed-income portfolio is diversified and consists primarily of investment-grade securities. We manage credit exposures relative to broad-based indices to facilitate portfolio diversification."}
-{"_id": "MSFT20230778", "title": "MSFT Equity", "text": "Securities held in our equity investments portfolio are subject to price risk."}
-{"_id": "MSFT20230789", "title": "MSFT SENSITIVITY ANALYSIS", "text": "The following table sets forth the potential loss in future earnings or fair values, including associated derivatives, resulting from hypothetical changes in relevant market rates or prices: (In millions)########## Risk Categories##Hypothetical Change####June 30, 2023####Impact Foreign currency \u2013 Revenue##10% decrease in foreign exchange rates##$##(8,122##)##Earnings Foreign currency \u2013 Investments##10% decrease in foreign exchange rates####(29##)##Fair Value Interest rate##100 basis point increase in U.S. treasury interest rates####(1,832##)##Fair Value Credit##100 basis point increase in credit spreads####(354##)##Fair Value Equity##10% decrease in equity market prices####(705##)##Earnings"}
-{"_id": "MSFT20230816", "title": "MSFT INCOME STATEMENTS", "text": " (In millions, except per share amounts)############ Year Ended June 30,####2023####2022####2021 Revenue:############ Product##$##64,699##$##72,732##$##71,074 Service and other####147,216####125,538####97,014 Total revenue####211,915####198,270####168,088 Cost of revenue:############ Product####17,804####19,064####18,219 Service and other####48,059####43,586####34,013 Total cost of revenue####65,863####62,650####52,232 Gross margin####146,052####135,620####115,856 Research and development####27,195####24,512####20,716 Sales and marketing####22,759####21,825####20,117 General and administrative####7,575####5,900####5,107 Operating income####88,523####83,383####69,916 Other income, net####788####333####1,186 Income before income taxes####89,311####83,716####71,102 Provision for income taxes####16,950####10,978####9,831 Net income##$##72,361##$##72,738##$##61,271 Earnings per share:############ Basic##$##9.72##$##9.70##$##8.12 Diluted##$##9.68##$##9.65##$##8.05 Weighted average shares outstanding:############ Basic####7,446####7,496####7,547 Diluted####7,472####7,540####7,608"}
-{"_id": "MSFT20230819", "title": "MSFT INCOME STATEMENTS", "text": "Refer to accompanying notes."}
-{"_id": "MSFT20230829", "title": "MSFT COMPREHENSIVE INCOME STATEMENTS", "text": " (In millions)################## Year Ended June 30,####2023######2022######2021## Net income##$##72,361####$##72,738####$##61,271## Other comprehensive income (loss), net of tax:################## Net change related to derivatives####(14##)####6######19## Net change related to investments####(1,444##)####(5,360##)####(2,266##) Translation adjustments and other####(207##)####(1,146##)####873## Other comprehensive loss####(1,665##)####(6,500##)####(1,374##) Comprehensive income##$##70,696####$##66,238####$##59,897##"}
-{"_id": "MSFT20230832", "title": "MSFT COMPREHENSIVE INCOME STATEMENTS", "text": "Refer to accompanying notes."}
-{"_id": "MSFT20230874", "title": "MSFT BALANCE SHEETS", "text": " (In millions)############ June 30,####2023######2022## Assets############ Current assets:############ Cash and cash equivalents##$##34,704####$##13,931## Short-term investments####76,558######90,826## Total cash, cash equivalents, and short-term investments####111,262######104,757## Accounts receivable, net of allowance for doubtful accounts of $650 and $633####48,688######44,261## Inventories####2,500######3,742## Other current assets####21,807######16,924## Total current assets####184,257######169,684## Property and equipment, net of accumulated depreciation of $68,251 and $59,660####95,641######74,398## Operating lease right-of-use assets####14,346######13,148## Equity investments####9,879######6,891## Goodwill####67,886######67,524## Intangible assets, net####9,366######11,298## Other long-term assets####30,601######21,897## Total assets##$##411,976####$##364,840## Liabilities and stockholders\u2019 equity############ Current liabilities:############ Accounts payable##$##18,095####$##19,000## Current portion of long-term debt####5,247######2,749## Accrued compensation####11,009######10,661## Short-term income taxes####4,152######4,067## Short-term unearned revenue####50,901######45,538## Other current liabilities####14,745######13,067## Total current liabilities####104,149######95,082## Long-term debt####41,990######47,032## Long-term income taxes####25,560######26,069## Long-term unearned revenue####2,912######2,870## Deferred income taxes####433######230## Operating lease liabilities####12,728######11,489## Other long-term liabilities####17,981######15,526## Total liabilities####205,753######198,298## Commitments and contingencies############ Stockholders\u2019 equity:############ Common stock and paid-in capital \u2013 shares authorized 24,000; outstanding 7,432 and 7,464####93,718######86,939## Retained earnings####118,848######84,281## Accumulated other comprehensive loss####(6,343##)####(4,678##) Total stockholders\u2019 equity####206,223######166,542## Total liabilities and stockholders\u2019 equity##$##411,976####$##364,840##"}
-{"_id": "MSFT20230877", "title": "MSFT BALANCE SHEETS", "text": "Refer to accompanying notes."}
-{"_id": "MSFT20230918", "title": "MSFT CASH FLOWS STATEMENTS", "text": " (In millions)################## Year Ended June 30,####2023######2022######2021## Operations################## Net income##$##72,361####$##72,738####$##61,271## Adjustments to reconcile net income to net cash from operations:################## Depreciation, amortization, and other####13,861######14,460######11,686## Stock-based compensation expense####9,611######7,502######6,118## Net recognized losses (gains) on investments and derivatives####196######(409##)####(1,249##) Deferred income taxes####(6,059##)####(5,702##)####(150##) Changes in operating assets and liabilities:################## Accounts receivable####(4,087##)####(6,834##)####(6,481##) Inventories####1,242######(1,123##)####(737##) Other current assets####(1,991##)####(709##)####(932##) Other long-term assets####(2,833##)####(2,805##)####(3,459##) Accounts payable####(2,721##)####2,943######2,798## Unearned revenue####5,535######5,109######4,633## Income taxes####(358##)####696######(2,309##) Other current liabilities####2,272######2,344######4,149## Other long-term liabilities####553######825######1,402## Net cash from operations####87,582######89,035######76,740## Financing################## Cash premium on debt exchange####0######0######(1,754##) Repayments of debt####(2,750##)####(9,023##)####(3,750##) Common stock issued####1,866######1,841######1,693## Common stock repurchased####(22,245##)####(32,696##)####(27,385##) Common stock cash dividends paid####(19,800##)####(18,135##)####(16,521##) Other, net####(1,006##)####(863##)####(769##) Net cash used in financing####(43,935##)####(58,876##)####(48,486##) Investing################## Additions to property and equipment####(28,107##)####(23,886##)####(20,622##) Acquisition of companies, net of cash acquired, and purchases of intangible and other assets####(1,670##)####(22,038##)####(8,909##) Purchases of investments####(37,651##)####(26,456##)####(62,924##) Maturities of investments####33,510######16,451######51,792## Sales of investments####14,354######28,443######14,008## Other, net####(3,116##)####(2,825##)####(922##) Net cash used in investing####(22,680##)####(30,311##)####(27,577##) Effect of foreign exchange rates on cash and cash equivalents####(194##)####(141##)####(29##) Net change in cash and cash equivalents####20,773######(293##)####648## Cash and cash equivalents, beginning of period####13,931######14,224######13,576## Cash and cash equivalents, end of period##$##34,704####$##13,931####$##14,224##"}
-{"_id": "MSFT20230921", "title": "MSFT CASH FLOWS STATEMENTS", "text": "Refer to accompanying notes."}
-{"_id": "MSFT20230945", "title": "MSFT STOCKHOLDERS\u2019 EQUITY STATEMENTS", "text": " (In millions, except per share amounts)################## Year Ended June 30,####2023######2022######2021## Common stock and paid-in capital################## Balance, beginning of period##$##86,939####$##83,111####$##80,552## Common stock issued####1,866######1,841######1,963## Common stock repurchased####(4,696##)####(5,688##)####(5,539##) Stock-based compensation expense####9,611######7,502######6,118## Other, net####(2##)####173######17## Balance, end of period####93,718######86,939######83,111## Retained earnings################## Balance, beginning of period####84,281######57,055######34,566## Net income####72,361######72,738######61,271## Common stock cash dividends####(20,226##)####(18,552##)####(16,871##) Common stock repurchased####(17,568##)####(26,960##)####(21,879##) Cumulative effect of accounting changes####0######0######(32##) Balance, end of period####118,848######84,281######57,055## Accumulated other comprehensive income (loss)################## Balance, beginning of period####(4,678##)####1,822######3,186## Other comprehensive loss####(1,665##)####(6,500##)####(1,374##) Cumulative effect of accounting changes####0######0######10## Balance, end of period####(6,343##)####(4,678##)####1,822## Total stockholders\u2019 equity##$##206,223####$##166,542####$##141,988## Cash dividends declared per common share##$##2.72####$##2.48####$##2.24##"}
-{"_id": "MSFT20230948", "title": "MSFT STOCKHOLDERS\u2019 EQUITY STATEMENTS", "text": "Refer to accompanying notes."}
-{"_id": "MSFT20230952", "title": "MSFT Accounting Principles", "text": "Our consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (\u201cGAAP\u201d)."}
-{"_id": "MSFT20230953", "title": "MSFT Accounting Principles", "text": "We have recast certain prior period amounts to conform to the current period presentation. The recast of these prior period amounts had no impact on our consolidated balance sheets, consolidated income statements, or consolidated cash flows statements."}
-{"_id": "MSFT20230955", "title": "MSFT Principles of Consolidation", "text": "The consolidated financial statements include the accounts of Microsoft Corporation and its subsidiaries. Intercompany transactions and balances have been eliminated."}
-{"_id": "MSFT20230957", "title": "MSFT Estimates and Assumptions", "text": "Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Examples of estimates and assumptions include: for revenue recognition, determining the nature and timing of satisfaction of performance obligations, and determining the standalone selling price (\u201cSSP\u201d) of performance obligations, variable consideration, and other obligations such as product returns and refunds; loss contingencies; product warranties; the fair value of and/or potential impairment of goodwill and intangible assets for our reporting units; product life cycles; useful lives of our tangible and intangible assets; allowances for doubtful accounts; the market value of, and demand for, our inventory; stock-based compensation forfeiture rates; when technological feasibility is achieved for our products; the potential outcome of uncertain tax positions that have been recognized in our consolidated financial statements or tax returns; and determining the timing and amount of impairments for investments. Actual results and outcomes may differ from management\u2019s estimates and assumptions due to risks and uncertainties."}
-{"_id": "MSFT20230958", "title": "MSFT Estimates and Assumptions", "text": "In July 2022, we completed an assessment of the useful lives of our server and network equipment. Due to investments in software that increased efficiencies in how we operate our server and network equipment, as well as advances in technology, we determined we should increase the estimated useful lives of both server and network equipment from four years to six years. This change in accounting estimate was effective beginning fiscal year 2023. Based on the carrying amount of server and network equipment included in property and equipment, net as of June 30, 2022, the effect of this change in estimate for fiscal year 2023 was an increase in operating income of $3.7 billion and net income of $3.0 billion, or $0.40 per both basic and diluted share."}
-{"_id": "MSFT20230960", "title": "MSFT Foreign Currencies", "text": "Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are recorded to other comprehensive income."}
-{"_id": "MSFT20230963", "title": "MSFT Product Revenue and Service and Other Revenue", "text": "Product revenue includes sales from operating systems, cross-device productivity and collaboration applications, server applications, business solution applications, desktop and server management tools, software development tools, video games, and hardware such as PCs, tablets, gaming and entertainment consoles, other intelligent devices, and related accessories."}
-{"_id": "MSFT20230966", "title": "MSFT Product Revenue and Service and Other Revenue", "text": "Service and other revenue includes sales from cloud-based solutions that provide customers with software, services, platforms, and content such as Office 365, Azure, Dynamics 365, and Xbox; solution support; and consulting services. Service and other revenue also includes sales from online advertising and LinkedIn."}
-{"_id": "MSFT20230968", "title": "MSFT Revenue Recognition", "text": "Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities."}
-{"_id": "MSFT20230970", "title": "MSFT Nature of Products and Services", "text": "Licenses for on-premises software provide the customer with a right to use the software as it exists when made available to the customer. Customers may purchase perpetual licenses or subscribe to licenses, which provide customers with the same functionality and differ mainly in the duration over which the customer benefits from the software. Revenue from distinct on-premises licenses is recognized upfront at the point in time when the software is made available to the customer. In cases where we allocate revenue to software updates, primarily because the updates are provided at no additional charge, revenue is recognized as the updates are provided, which is generally ratably over the estimated life of the related device or license."}
-{"_id": "MSFT20230971", "title": "MSFT Nature of Products and Services", "text": "Certain volume licensing programs, including Enterprise Agreements, include on-premises licenses combined with Software Assurance (\u201cSA\u201d). SA conveys rights to new software and upgrades released over the contract period and provides support, tools, and training to help customers deploy and use products more efficiently. On-premises licenses are considered distinct performance obligations when sold with SA. Revenue allocated to SA is generally recognized ratably over the contract period as customers simultaneously consume and receive benefits, given that SA comprises distinct performance obligations that are satisfied over time."}
-{"_id": "MSFT20230972", "title": "MSFT Nature of Products and Services", "text": "Cloud services, which allow customers to use hosted software over the contract period without taking possession of the software, are provided on either a subscription or consumption basis. Revenue related to cloud services provided on a subscription basis is recognized ratably over the contract period. Revenue related to cloud services provided on a consumption basis, such as the amount of storage used in a period, is recognized based on the customer utilization of such resources. When cloud services require a significant level of integration and interdependency with software and the individual components are not considered distinct, all revenue is recognized over the period in which the cloud services are provided."}
-{"_id": "MSFT20230973", "title": "MSFT Nature of Products and Services", "text": "Revenue from search advertising is recognized when the advertisement appears in the search results or when the action necessary to earn the revenue has been completed. Revenue from consulting services is recognized as services are provided."}
-{"_id": "MSFT20230974", "title": "MSFT Nature of Products and Services", "text": "Our hardware is generally highly dependent on, and interrelated with, the underlying operating system and cannot function without the operating system. In these cases, the hardware and software license are accounted for as a single performance obligation and revenue is recognized at the point in time when ownership is transferred to resellers or directly to end customers through retail stores and online marketplaces."}
-{"_id": "MSFT20230975", "title": "MSFT Nature of Products and Services", "text": "Refer to Note 19 \u2013 Segment Information and Geographic Data for further information, including revenue by significant product and service offering."}
-{"_id": "MSFT20230979", "title": "MSFT Significant Judgments", "text": "Our contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. When a cloud-based service includes both on-premises software licenses and cloud services, judgment is required to determine whether the software license is considered distinct and accounted for separately, or not distinct and accounted for together with the cloud service and recognized over time. Certain cloud services, primarily Office 365, depend on a significant level of integration, interdependency, and interrelation between the desktop applications and cloud services, and are accounted for together as one performance obligation. Revenue from Office 365 is recognized ratably over the period in which the cloud services are provided."}
-{"_id": "MSFT20230980", "title": "MSFT Significant Judgments", "text": "Judgment is required to determine the SSP for each distinct performance obligation. We use a single amount to estimate SSP for items that are not sold separately, including on-premises licenses sold with SA or software updates provided at no additional charge. We use a range of amounts to estimate SSP when we sell each of the products and services separately and need to determine whether there is a discount to be allocated based on the relative SSP of the various products and services."}
-{"_id": "MSFT20230981", "title": "MSFT Significant Judgments", "text": "In instances where SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information that may include market conditions and other observable inputs. We typically have more than one SSP for individual products and services due to the stratification of those products and services by customers and circumstances. In these instances, we may use information such as the size of the customer and geographic region in determining the SSP."}
-{"_id": "MSFT20230982", "title": "MSFT Significant Judgments", "text": "Due to the various benefits from and the nature of our SA program, judgment is required to assess the pattern of delivery, including the exercise pattern of certain benefits across our portfolio of customers."}
-{"_id": "MSFT20230983", "title": "MSFT Significant Judgments", "text": "Our products are generally sold with a right of return, we may provide other credits or incentives, and in certain instances we estimate customer usage of our products and services, which are accounted for as variable consideration when determining the amount of revenue to recognize. Returns and credits are estimated at contract inception and updated at the end of each reporting period if additional information becomes available. Changes to our estimated variable consideration were not material for the periods presented."}
-{"_id": "MSFT20230985", "title": "MSFT Contract Balances and Other Receivables", "text": "Timing of revenue recognition may differ from the timing of invoicing to customers. We record a receivable when revenue is recognized prior to invoicing, or unearned revenue when revenue is recognized subsequent to invoicing. For multi-year agreements, we generally invoice customers annually at the beginning of each annual coverage period. We record a receivable related to revenue recognized for multi-year on-premises licenses as we have an unconditional right to invoice and receive payment in the future related to those licenses."}
-{"_id": "MSFT20230986", "title": "MSFT Contract Balances and Other Receivables", "text": "Unearned revenue comprises mainly unearned revenue related to volume licensing programs, which may include SA and cloud services. Unearned revenue is generally invoiced annually at the beginning of each contract period for multi-year agreements and recognized ratably over the coverage period. Unearned revenue also includes payments for consulting services to be performed in the future, LinkedIn subscriptions, Office 365 subscriptions, Xbox subscriptions, Windows post-delivery support, Dynamics business solutions, and other offerings for which we have been paid in advance and earn the revenue when we transfer control of the product or service."}
-{"_id": "MSFT20230987", "title": "MSFT Contract Balances and Other Receivables", "text": "Refer to Note 13 \u2013 Unearned Revenue for further information, including unearned revenue by segment and changes in unearned revenue during the period."}
-{"_id": "MSFT20230988", "title": "MSFT Contract Balances and Other Receivables", "text": "Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers or to provide customers with financing. Examples include invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period, and multi-year on-premises licenses that are invoiced annually with revenue recognized upfront."}
-{"_id": "MSFT20230989", "title": "MSFT Contract Balances and Other Receivables", "text": "As of June 30, 2023 and 2022, long-term accounts receivable, net of allowance for doubtful accounts, was $4.5 billion and $3.8 billion, respectively, and is included in other long-term assets in our consolidated balance sheets."}
-{"_id": "MSFT20230992", "title": "MSFT Contract Balances and Other Receivables", "text": "The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. We determine the allowance based on known troubled accounts, historical experience, and other currently available evidence."}
-{"_id": "MSFT20230999", "title": "MSFT Contract Balances and Other Receivables", "text": "Activity in the allowance for doubtful accounts was as follows: (In millions)################## Year Ended June 30,####2023######2022######2021## Balance, beginning of period##$##710####$##798####$##816## Charged to costs and other####258######157######234## Write-offs####(252##)####(245##)####(252##) Balance, end of period##$##716####$##710####$##798##"}
-{"_id": "MSFT20231005", "title": "MSFT Contract Balances and Other Receivables", "text": "Allowance for doubtful accounts included in our consolidated balance sheets: (In millions)############ June 30,####2023####2022####2021 Accounts receivable, net of allowance for doubtful accounts##$##650##$##633##$##751 Other long-term assets####66####77####47 Total##$##716##$##710##$##798"}
-{"_id": "MSFT20231006", "title": "MSFT Contract Balances and Other Receivables", "text": "As of June 30, 2023 and 2022, other receivables related to activities to facilitate the purchase of server components were $9.2 billion and $6.1 billion, respectively, and are included in other current assets in our consolidated balance sheets."}
-{"_id": "MSFT20231007", "title": "MSFT Contract Balances and Other Receivables", "text": "We record financing receivables when we offer certain of our customers the option to acquire our software products and services offerings through a financing program in a limited number of countries. As of June 30, 2023 and 2022, our financing receivables, net were $5.3 billion and $4.1 billion, respectively, for short-term and long-term financing receivables, which are included in other current assets and other long-term assets in our consolidated balance sheets. We record an allowance to cover expected losses based on troubled accounts, historical experience, and other currently available evidence."}
-{"_id": "MSFT20231008", "title": "MSFT Contract Balances and Other Receivables", "text": "Assets Recognized from Costs to Obtain a Contract with a Customer"}
-{"_id": "MSFT20231009", "title": "MSFT Contract Balances and Other Receivables", "text": "We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs meet the requirements to be capitalized. Total capitalized costs to obtain a contract were immaterial during the periods presented and are included in other current and long-term assets in our consolidated balance sheets."}
-{"_id": "MSFT20231010", "title": "MSFT Contract Balances and Other Receivables", "text": "We apply a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. These costs include our internal sales organization compensation program and certain partner sales incentive programs as we have determined annual compensation is commensurate with annual sales activities."}
-{"_id": "MSFT20231014", "title": "MSFT Cost of Revenue", "text": "Cost of revenue includes: manufacturing and distribution costs for products sold and programs licensed; operating costs related to product support service centers and product distribution centers; costs incurred to include software on PCs sold by original equipment manufacturers (\u201cOEM\u201d), to drive traffic to our websites, and to acquire online advertising space; costs incurred to support and maintain cloud-based and other online products and services, including datacenter costs and royalties; warranty costs; inventory valuation adjustments; costs associated with the delivery of consulting services; and the amortization of capitalized software development costs. Capitalized software development costs are amortized over the estimated lives of the products."}
-{"_id": "MSFT20231016", "title": "MSFT Product Warranty", "text": "We provide for the estimated costs of fulfilling our obligations under hardware and software warranties at the time the related revenue is recognized. For hardware warranties, we estimate the costs based on historical and projected product failure rates, historical and projected repair costs, and knowledge of specific product failures (if any). The specific hardware warranty terms and conditions vary depending upon the product sold and the country in which we do business, but generally include parts and labor over a period generally ranging from 90 days to three years. For software warranties, we estimate the costs to provide bug fixes, such as security patches, over the estimated life of the software. We regularly reevaluate our estimates to assess the adequacy of the recorded warranty liabilities and adjust the amounts as necessary."}
-{"_id": "MSFT20231018", "title": "MSFT Research and Development", "text": "Research and development expenses include payroll, employee benefits, stock-based compensation expense, and other headcount-related expenses associated with product development. Research and development expenses also include third-party development and programming costs and the amortization of purchased software code and services content. Such costs related to software development are included in research and development expense until the point that technological feasibility is reached, which for our software products, is generally shortly before the products are released to production. Once technological feasibility is reached, such costs are capitalized and amortized to cost of revenue over the estimated lives of the products."}
-{"_id": "MSFT20231020", "title": "MSFT Sales and Marketing", "text": "Sales and marketing expenses include payroll, employee benefits, stock-based compensation expense, and other headcount-related expenses associated with sales and marketing personnel, and the costs of advertising, promotions, trade shows, seminars, and other programs. Advertising costs are expensed as incurred. Advertising expense was $904 million, $1.5 billion, and $1.5 billion in fiscal years 2023, 2022, and 2021, respectively."}
-{"_id": "MSFT20231022", "title": "MSFT Stock-Based Compensation", "text": "Compensation cost for stock awards, which include restricted stock units (\u201cRSUs\u201d) and performance stock units (\u201cPSUs\u201d), is measured at the fair value on the grant date and recognized as expense, net of estimated forfeitures, over the related service or performance period. The fair value of stock awards is based on the quoted price of our common stock on the grant date less the present value of expected dividends not received during the vesting period. We measure the fair value of PSUs using a Monte Carlo valuation model. Compensation cost for RSUs is recognized using the straight-line method and for PSUs is recognized using the accelerated method."}
-{"_id": "MSFT20231023", "title": "MSFT Stock-Based Compensation", "text": "Compensation expense for the employee stock purchase plan (\u201cESPP\u201d) is measured as the discount the employee is entitled to upon purchase and is recognized in the period of purchase."}
-{"_id": "MSFT20231025", "title": "MSFT Employee Severance", "text": "On January 18, 2023, we announced a decision to reduce our overall workforce by approximately 10,000 jobs through the third quarter of fiscal year 2023. During the three months ended December 31, 2022, we recorded $800 million of employee severance expenses related to these job eliminations as part of an ongoing employee benefit plan. These employee severance expenses were incurred as part of a corporate program, and were included in general and administrative expenses in our consolidated income statements and allocated to our segments based on relative gross margin. Refer to Note 19 \u2013 Segment Information and Geographic Data for further information."}
-{"_id": "MSFT20231029", "title": "MSFT Income Taxes", "text": "Income tax expense includes U.S. and international income taxes, and interest and penalties on uncertain tax positions. Certain income and expenses are not reported in tax returns and financial statements in the same year. The tax effect of such temporary differences is reported as deferred income taxes. Deferred tax assets are reported net of a valuation allowance when it is more likely than not that a tax benefit will not be realized. All deferred income taxes are classified as long-term in our consolidated balance sheets."}
-{"_id": "MSFT20231032", "title": "MSFT Investments", "text": "We consider all highly liquid interest-earning investments with a maturity of three months or less at the date of purchase to be cash equivalents. The fair values of these investments approximate their carrying values. In general, investments with original maturities of greater than three months and remaining maturities of less than one year are classified as short-term investments. Investments with maturities beyond one year may be classified as short-term based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations."}
-{"_id": "MSFT20231033", "title": "MSFT Investments", "text": "Debt investments are classified as available-for-sale and realized gains and losses are recorded using the specific identification method. Changes in fair value, excluding credit losses and impairments, are recorded in other comprehensive income. Fair value is calculated based on publicly available market information or other estimates determined by management. If the cost of an investment exceeds its fair value, we evaluate, among other factors, general market conditions, credit quality of debt instrument issuers, and the extent to which the fair value is less than cost. To determine credit losses, we employ a systematic methodology that considers available quantitative and qualitative evidence. In addition, we consider specific adverse conditions related to the financial health of, and business outlook for, the investee. If we have plans to sell the security or it is more likely than not that we will be required to sell the security before recovery, then a decline in fair value below cost is recorded as an impairment charge in other income (expense), net and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, we may incur future impairments."}
-{"_id": "MSFT20231034", "title": "MSFT Investments", "text": "Equity investments with readily determinable fair values are measured at fair value. Equity investments without readily determinable fair values are measured using the equity method or measured at cost with adjustments for observable changes in price or impairments (referred to as the measurement alternative). We perform a qualitative assessment on a periodic basis and recognize an impairment if there are sufficient indicators that the fair value of the investment is less than carrying value. Changes in value are recorded in other income (expense), net."}
-{"_id": "MSFT20231036", "title": "MSFT Derivatives", "text": "Derivative instruments are recognized as either assets or liabilities and measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation."}
-{"_id": "MSFT20231037", "title": "MSFT Derivatives", "text": "For derivative instruments designated as fair value hedges, gains and losses are recognized in other income (expense), net with offsetting gains and losses on the hedged items. Gains and losses representing hedge components excluded from the assessment of effectiveness are recognized in other income (expense), net."}
-{"_id": "MSFT20231038", "title": "MSFT Derivatives", "text": "For derivative instruments designated as cash flow hedges, gains and losses are initially reported as a component of other comprehensive income and subsequently recognized in other income (expense), net with the corresponding hedged item. Gains and losses representing hedge components excluded from the assessment of effectiveness are recognized in other income (expense), net."}
-{"_id": "MSFT20231041", "title": "MSFT Derivatives", "text": "For derivative instruments that are not designated as hedges, gains and losses from changes in fair values are primarily recognized in other income (expense), net."}
-{"_id": "MSFT20231046", "title": "MSFT Fair Value Measurements", "text": "We account for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. We categorize each of our fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are: \u2022Level 1 \u2013 inputs are based upon unadjusted quoted prices for identical instruments in active markets. Our Level 1 investments include U.S. government securities, common and preferred stock, and mutual funds. Our Level 1 derivative assets and liabilities include those actively traded on exchanges. \u2022Level 2 \u2013 inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit spreads, foreign exchange rates, and forward and spot prices for currencies. Our Level 2 investments include commercial paper, certificates of deposit, U.S. agency securities, foreign government bonds, mortgage- and asset-backed securities, corporate notes and bonds, and municipal securities. Our Level 2 derivative assets and liabilities include certain cleared swap contracts and over-the-counter forward, option, and swap contracts. \u2022Level 3 \u2013 inputs are generally unobservable and typically reflect management\u2019s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Our Level 3 assets and liabilities include investments in corporate notes and bonds, municipal securities, and goodwill and intangible assets, when they are recorded at fair value due to an impairment charge. Unobservable inputs used in the models are significant to the fair values of the assets and liabilities."}
-{"_id": "MSFT20231047", "title": "MSFT Fair Value Measurements", "text": "We measure equity investments without readily determinable fair values on a nonrecurring basis. The fair values of these investments are determined based on valuation techniques using the best information available, and may include quoted market prices, market comparables, and discounted cash flow projections."}
-{"_id": "MSFT20231048", "title": "MSFT Fair Value Measurements", "text": "Our other current financial assets and current financial liabilities have fair values that approximate their carrying values."}
-{"_id": "MSFT20231050", "title": "MSFT Inventories", "text": "Inventories are stated at average cost, subject to the lower of cost or net realizable value. Cost includes materials, labor, and manufacturing overhead related to the purchase and production of inventories. Net realizable value is the estimated selling price less estimated costs of completion, disposal, and transportation. We regularly review inventory quantities on hand, future purchase commitments with our suppliers, and the estimated utility of our inventory. If our review indicates a reduction in utility below carrying value, we reduce our inventory to a new cost basis through a charge to cost of revenue."}
-{"_id": "MSFT20231052", "title": "MSFT Property and Equipment", "text": "Property and equipment is stated at cost less accumulated depreciation, and depreciated using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. The estimated useful lives of our property and equipment are generally as follows: computer software developed or acquired for internal use, three years; computer equipment, two to six years; buildings and improvements, five to 15 years; leasehold improvements, three to 20 years; and furniture and equipment, one to 10 years. Land is not depreciated."}
-{"_id": "MSFT20231056", "title": "MSFT Leases", "text": "We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (\u201cROU\u201d) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our consolidated balance sheets."}
-{"_id": "MSFT20231057", "title": "MSFT Leases", "text": "ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term."}
-{"_id": "MSFT20231058", "title": "MSFT Leases", "text": "We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain equipment leases, such as vehicles, we account for the lease and non-lease components as a single lease component. Additionally, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and liabilities."}
-{"_id": "MSFT20231060", "title": "MSFT Goodwill", "text": "Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (May 1) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value."}
-{"_id": "MSFT20231062", "title": "MSFT Intangible Assets", "text": "Our intangible assets are subject to amortization and are amortized using the straight-line method over their estimated period of benefit, ranging from one to 20 years. We evaluate the recoverability of intangible assets periodically by taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired."}
-{"_id": "MSFT20231064", "title": "MSFT NOTE 2 \u2014 EARNINGS PER SHARE", "text": "Basic earnings per share (\u201cEPS\u201d) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and stock awards."}
-{"_id": "MSFT20231074", "title": "MSFT NOTE 2 \u2014 EARNINGS PER SHARE", "text": "The components of basic and diluted EPS were as follows: (In millions, except earnings per share)############ Year Ended June 30,####2023####2022####2021 Net income available for common shareholders (A)##$##72,361##$##72,738##$##61,271 Weighted average outstanding shares of common stock (B)####7,446####7,496####7,547 Dilutive effect of stock-based awards####26####44####61 Common stock and common stock equivalents (C)####7,472####7,540####7,608 Earnings Per Share############ Basic (A/B)##$##9.72##$##9.70##$##8.12 Diluted (A/C)##$##9.68##$##9.65##$##8.05"}
-{"_id": "MSFT20231077", "title": "MSFT NOTE 2 \u2014 EARNINGS PER SHARE", "text": "Anti-dilutive stock-based awards excluded from the calculations of diluted EPS were immaterial during the periods presented."}
-{"_id": "MSFT20231088", "title": "MSFT NOTE 3 \u2014 OTHER INCOME (EXPENSE), NET", "text": "The components of other income (expense), net were as follows: (In millions)################## Year Ended June 30,####2023######2022######2021## Interest and dividends income##$##2,994####$##2,094####$##2,131## Interest expense####(1,968##)####(2,063##)####(2,346##) Net recognized gains on investments####260######461######1,232## Net gains (losses) on derivatives####(456##)####(52##)####17## Net gains (losses) on foreign currency remeasurements####181######(75##)####54## Other, net####(223##)####(32##)####98## Total##$##788####$##333####$##1,186##"}
-{"_id": "MSFT20231096", "title": "MSFT Net Recognized Gains (Losses) on Investments", "text": "Net recognized gains (losses) on debt investments were as follows: (In millions)################## Year Ended June 30,####2023######2022######2021## Realized gains from sales of available-for-sale securities##$##36####$##162####$##105## Realized losses from sales of available-for-sale securities####(124##)####(138##)####(40##) Impairments and allowance for credit losses####(10##)####(81##)####(2##) Total##$##(98##)##$##(57##)##$##63##"}
-{"_id": "MSFT20231105", "title": "MSFT Net Recognized Gains (Losses) on Investments", "text": "Net recognized gains (losses) on equity investments were as follows: (In millions)################## Year Ended June 30,####2023######2022######2021## Net realized gains on investments sold##$##75####$##29####$##123## Net unrealized gains on investments still held####303######509######1,057## Impairments of investments####(20##)####(20##)####(11##) Total##$##358####$##518####$##1,169##"}
-{"_id": "MSFT20231152", "title": "MSFT Investment Components", "text": "The components of investments were as follows: (In millions)##Fair Value Level####Adjusted Cost Basis####Unrealized Gains####Unrealized Losses######Recorded Basis####Cash and Cash Equivalents####Short-term Investments####Equity Investments June 30, 2023################################ Changes in Fair Value Recorded in Other Comprehensive Income################################ Commercial paper##Level 2##$##16,589##$##0##$##0####$##16,589##$##12,231##$##4,358##$##0 Certificates of deposit##Level 2####2,701####0####0######2,701####2,657####44####0 U.S. government securities##Level 1####65,237####2####(3,870##)####61,369####2,991####58,378####0 U.S. agency securities##Level 2####2,703####0####0######2,703####894####1,809####0 Foreign government bonds##Level 2####498####1####(24##)####475####0####475####0 Mortgage- and asset-backed securities##Level 2####824####1####(39##)####786####0####786####0 Corporate notes and bonds##Level 2####10,809####8####(583##)####10,234####0####10,234####0 Corporate notes and bonds##Level 3####120####0####0######120####0####120####0 Municipal securities##Level 2####285####1####(18##)####268####7####261####0 Municipal securities##Level 3####103####0####(16##)####87####0####87####0 Total debt investments####$##99,869##$##13##$##(4,550##)##$##95,332##$##18,780##$##76,552##$##0 Changes in Fair Value Recorded in Net Income################################ Equity investments##Level 1################$##10,138##$##7,446##$##0##$##2,692 Equity investments##Other##################7,187####0####0####7,187 Total equity investments##################$##17,325##$##7,446##$##0##$##9,879 Cash##################$##8,478##$##8,478##$##0##$##0 Derivatives, net (a)####################6####0####6####0 Total##################$##121,141##$##34,704##$##76,558##$##9,879 (In millions)##Fair Value Level####Adjusted Cost Basis####Unrealized Gains####Unrealized Losses######Recorded Basis####Cash and Cash Equivalents####Short-term Investments####Equity Investments June 30, 2022################################ Changes in Fair Value Recorded in Other Comprehensive Income################################ Commercial paper##Level 2##$##2,500##$##0##$##0####$##2,500##$##2,498##$##2##$##0 Certificates of deposit##Level 2####2,071####0####0######2,071####2,032####39####0 U.S. government securities##Level 1####79,696####29####(2,178##)####77,547####9####77,538####0 U.S. agency securities##Level 2####419####0####(9##)####410####0####410####0 Foreign government bonds##Level 2####506####0####(24##)####482####0####482####0 Mortgage- and asset-backed securities##Level 2####727####1####(30##)####698####0####698####0 Corporate notes and bonds##Level 2####11,661####4####(554##)####11,111####0####11,111####0 Corporate notes and bonds##Level 3####67####0####0######67####0####67####0 Municipal securities##Level 2####368####19####(13##)####374####0####374####0 Municipal securities##Level 3####103####0####(6##)####97####0####97####0 Total debt investments####$##98,118##$##53##$##(2,814##)##$##95,357##$##4,539##$##90,818##$##0 Changes in Fair Value Recorded in Net Income################################ Equity investments##Level 1################$##1,590##$##1,134##$##0##$##456 Equity investments##Other##################6,435####0####0####6,435 Total equity investments##################$##8,025##$##1,134##$##0##$##6,891 Cash##################$##8,258##$##8,258##$##0##$##0 Derivatives, net (a)####################8####0####8####0 Total##################$##111,648##$##13,931##$##90,826##$##6,891"}
-{"_id": "MSFT20231153", "title": "MSFT Investment Components", "text": "(a)Refer to Note 5 \u2013 Derivatives for further information on the fair value of our derivative instruments."}
-{"_id": "MSFT20231156", "title": "MSFT Investment Components", "text": "Equity investments presented as \u201cOther\u201d in the tables above include investments without readily determinable fair values measured using the equity method or measured at cost with adjustments for observable changes in price or impairments, and investments measured at fair value using net asset value as a practical expedient which are not categorized in the fair value hierarchy. As of June 30, 2023 and 2022, equity investments without readily determinable fair values measured at cost with adjustments for observable changes in price or impairments were $4.2 billion and $3.8 billion, respectively."}
-{"_id": "MSFT20231176", "title": "MSFT Unrealized Losses on Debt Investments", "text": "Debt investments with continuous unrealized losses for less than 12 months and 12 months or greater and their related fair values were as follows: ######Less than 12 Months############12 Months or Greater########## (In millions)####Fair Value######Unrealized Losses######Fair Value######Unrealized Losses######Total Fair Value June 30, 2023############################ U.S. government and agency securities##$##7,950####$##(336##)##$##45,273####$##(3,534##)##$##53,223 Foreign government bonds####77######(5##)####391######(19##)####468 Mortgage- and asset-backed securities####257######(5##)####412######(34##)####669 Corporate notes and bonds####2,326######(49##)####7,336######(534##)####9,662 Municipal securities####111######(3##)####186######(31##)####297 Total##$##10,721####$##(398##)##$##53,598####$##(4,152##)##$##64,319 ######Less than 12 Months############12 Months or Greater##############Total Unrealized Losses## (In millions)####Fair Value######Unrealized Losses######Fair Value######Unrealized Losses######Total Fair Value###### June 30, 2022################################## U.S. government and agency securities##$##59,092####$##(1,835##)##$##2,210####$##(352##)##$##61,302##$##(2,187##) Foreign government bonds####418######(18##)####27######(6##)####445####(24##) Mortgage- and asset-backed securities####510######(26##)####41######(4##)####551####(30##) Corporate notes and bonds####9,443######(477##)####786######(77##)####10,229####(554##) Municipal securities####178######(12##)####74######(7##)####252####(19##) Total##$##69,641####$##(2,368##)##$##3,138####$##(446##)##$##72,779##$##(2,814##)"}
-{"_id": "MSFT20231177", "title": "MSFT Unrealized Losses on Debt Investments", "text": "Unrealized losses from fixed-income securities are primarily attributable to changes in interest rates. Management does not believe any remaining unrealized losses represent impairments based on our evaluation of available evidence."}
-{"_id": "MSFT20231187", "title": "MSFT Debt Investment Maturities", "text": " (In millions)####Adjusted Cost Basis####Estimated Fair Value June 30, 2023######## Due in one year or less##$##38,182##$##38,048 Due after one year through five years####47,127####44,490 Due after five years through 10 years####13,262####11,628 Due after 10 years####1,298####1,166 Total##$##99,869##$##95,332"}
-{"_id": "MSFT20231189", "title": "MSFT NOTE 5 \u2014 DERIVATIVES", "text": "We use derivative instruments to manage risks related to foreign currencies, interest rates, equity prices, and credit; to enhance investment returns; and to facilitate portfolio diversification. Our objectives for holding derivatives include reducing, eliminating, and efficiently managing the economic impact of these exposures as effectively as possible. Our derivative programs include strategies that both qualify and do not qualify for hedge accounting treatment."}
-{"_id": "MSFT20231191", "title": "MSFT Foreign Currencies", "text": "Certain forecasted transactions, assets, and liabilities are exposed to foreign currency risk. We monitor our foreign currency exposures daily to maximize the economic effectiveness of our foreign currency hedge positions."}
-{"_id": "MSFT20231192", "title": "MSFT Foreign Currencies", "text": "Foreign currency risks related to certain non-U.S. dollar-denominated investments are hedged using foreign exchange forward contracts that are designated as fair value hedging instruments. Foreign currency risks related to certain Euro-denominated debt are hedged using foreign exchange forward contracts that are designated as cash flow hedging instruments."}
-{"_id": "MSFT20231193", "title": "MSFT Foreign Currencies", "text": "Certain options and forwards not designated as hedging instruments are also used to manage the variability in foreign exchange rates on certain balance sheet amounts and to manage other foreign currency exposures."}
-{"_id": "MSFT20231195", "title": "MSFT Interest Rate", "text": "Interest rate risks related to certain fixed-rate debt are hedged using interest rate swaps that are designated as fair value hedging instruments to effectively convert the fixed interest rates to floating interest rates."}
-{"_id": "MSFT20231196", "title": "MSFT Interest Rate", "text": "Securities held in our fixed-income portfolio are subject to different interest rate risks based on their maturities. We manage the average maturity of our fixed-income portfolio to achieve economic returns that correlate to certain broad-based fixed-income indices using option, futures, and swap contracts. These contracts are not designated as hedging instruments and are included in \u201cOther contracts\u201d in the tables below."}
-{"_id": "MSFT20231198", "title": "MSFT Equity", "text": "Securities held in our equity investments portfolio are subject to market price risk. At times, we may hold options, futures, and swap contracts. These contracts are not designated as hedging instruments."}
-{"_id": "MSFT20231200", "title": "MSFT Credit", "text": "Our fixed-income portfolio is diversified and consists primarily of investment-grade securities. We use credit default swap contracts to manage credit exposures relative to broad-based indices and to facilitate portfolio diversification. These contracts are not designated as hedging instruments and are included in \u201cOther contracts\u201d in the tables below."}
-{"_id": "MSFT20231204", "title": "MSFT Credit-Risk-Related Contingent Features", "text": "Certain of our counterparty agreements for derivative instruments contain provisions that require our issued and outstanding long-term unsecured debt to maintain an investment grade credit rating and require us to maintain minimum liquidity of $1.0 billion. To the extent we fail to meet these requirements, we will be required to post collateral, similar to the standard convention related to over-the-counter derivatives. As of June 30, 2023, our long-term unsecured debt rating was AAA, and cash investments were in excess of $1.0 billion. As a result, no collateral was required to be posted."}
-{"_id": "MSFT20231216", "title": "MSFT Credit-Risk-Related Contingent Features", "text": "The following table presents the notional amounts of our outstanding derivative instruments measured in U.S. dollar equivalents: (In millions)####June 30, 2023####June 30, 2022 Designated as Hedging Instruments######## Foreign exchange contracts purchased##$##1,492##$##635 Interest rate contracts purchased####1,078####1,139 Not Designated as Hedging Instruments######## Foreign exchange contracts purchased####7,874####10,322 Foreign exchange contracts sold####25,159####21,606 Equity contracts purchased####3,867####1,131 Equity contracts sold####2,154####0 Other contracts purchased####1,224####1,642 Other contracts sold####581####544"}
-{"_id": "MSFT20231238", "title": "MSFT Fair Values of Derivative Instruments", "text": "The following table presents our derivative instruments: (In millions)####Derivative Assets######Derivative Liabilities######Derivative Assets######Derivative Liabilities#### ########June 30, 2023############June 30, 2022###### Designated as Hedging Instruments########################## Foreign exchange contracts##$##34######$##(67##)##$##0####$##(77##) Interest rate contracts####16########0######3######0## Not Designated as Hedging Instruments########################## Foreign exchange contracts####249########(332##)####333######(362##) Equity contracts####165########(400##)####5######(95##) Other contracts####5########(6##)####15######(17##) Gross amounts of derivatives####469########(805##)####356######(551##) Gross amounts of derivatives offset in the balance sheet####(202##)######206######(130##)####133## Cash collateral received####0########(125##)####0######(75##) Net amounts of derivatives##$##267######$##(724##)##$##226####$##(493##) Reported as########################## Short-term investments##$##6######$##0####$##8####$##0## Other current assets####245########0######218######0## Other long-term assets####16########0######0######0## Other current liabilities####0########(341##)####0######(298##) Other long-term liabilities####0########(383##)####0######(195##) Total##$##267######$##(724##)##$##226####$##(493##)"}
-{"_id": "MSFT20231239", "title": "MSFT Fair Values of Derivative Instruments", "text": "Gross derivative assets and liabilities subject to legally enforceable master netting agreements for which we have elected to offset were $442 million and $804 million, respectively, as of June 30, 2023, and $343 million and $550 million, respectively, as of June 30, 2022."}
-{"_id": "MSFT20231249", "title": "MSFT Fair Values of Derivative Instruments", "text": "The following table presents the fair value of our derivatives instruments on a gross basis: (In millions)####Level 1####Level 2######Level 3####Total## June 30, 2023#################### Derivative assets##$##0##$##462####$##7##$##469## Derivative liabilities####0####(805##)####0####(805##) June 30, 2022#################### Derivative assets####1####349######6####356## Derivative liabilities####0####(551##)####0####(551##)"}
-{"_id": "MSFT20231267", "title": "MSFT Fair Values of Derivative Instruments", "text": "Gains (losses) on derivative instruments recognized in other income (expense), net were as follows: ########(In millions)########## Year Ended June 30,####2023######2022######2021## Designated as Fair Value Hedging Instruments################## Foreign exchange contracts################## Derivatives##$##0####$##49####$##193## Hedged items####0######(50##)####(188##) Excluded from effectiveness assessment####0######4######30## Interest rate contracts################## Derivatives####(65##)####(92##)####(37##) Hedged items####38######108######53## Designated as Cash Flow Hedging Instruments################## Foreign exchange contracts################## Amount reclassified from accumulated other comprehensive income####61######(79##)####17## Not Designated as Hedging Instruments################## Foreign exchange contracts####(73##)####383######27## Equity contracts####(420##)####13######(6##) Other contracts####(41##)####(85##)####15##"}
-{"_id": "MSFT20231273", "title": "MSFT Fair Values of Derivative Instruments", "text": "Gains (losses), net of tax, on derivative instruments recognized in our consolidated comprehensive income statements were as follows: (In millions)############## Year Ended June 30,####2023####2022######2021 Designated as Cash Flow Hedging Instruments############## Foreign exchange contracts############## Included in effectiveness assessment##$##34##$##(57##)##$##34"}
-{"_id": "MSFT20231283", "title": "MSFT NOTE 6 \u2014 INVENTORIES", "text": "The components of inventories were as follows: ######(In millions)#### June 30,####2023######2022 Raw materials##$##709####$##1,144 Work in process####23######82 Finished goods####1,768######2,516 Total##$##2,500####$##3,742"}
-{"_id": "MSFT20231295", "title": "MSFT NOTE 7 \u2014 PROPERTY AND EQUIPMENT", "text": "The components of property and equipment were as follows: ######(In millions)###### June 30,####2023######2022## Land##$##5,683####$##4,734## Buildings and improvements####68,465######55,014## Leasehold improvements####8,537######7,819## Computer equipment and software####74,961######60,631## Furniture and equipment####6,246######5,860## Total, at cost####163,892######134,058## Accumulated depreciation####(68,251##)####(59,660##) Total, net##$##95,641####$##74,398##"}
-{"_id": "MSFT20231296", "title": "MSFT NOTE 7 \u2014 PROPERTY AND EQUIPMENT", "text": "During fiscal years 2023, 2022, and 2021, depreciation expense was $11.0 billion, $12.6 billion, and $9.3 billion, respectively. Depreciation expense declined in fiscal year 2023 due to the change in estimated useful lives of our server and network equipment."}
-{"_id": "MSFT20231297", "title": "MSFT NOTE 7 \u2014 PROPERTY AND EQUIPMENT", "text": "As of June 30, 2023, we have committed $13.5 billion for the construction of new buildings, building improvements, and leasehold improvements, primarily related to datacenters."}
-{"_id": "MSFT20231299", "title": "MSFT NOTE 8 \u2014 BUSINESS COMBINATIONS", "text": "Nuance Communications, Inc."}
-{"_id": "MSFT20231300", "title": "MSFT NOTE 8 \u2014 BUSINESS COMBINATIONS", "text": "On March 4, 2022, we completed our acquisition of Nuance Communications, Inc. (\u201cNuance\u201d) for a total purchase price of $18.8 billion, consisting primarily of cash. Nuance is a cloud and artificial intelligence (\u201cAI\u201d) software provider with healthcare and enterprise AI experience, and the acquisition will build on our industry-specific cloud offerings. The financial results of Nuance have been included in our consolidated financial statements since the date of the acquisition. Nuance is reported as part of our Intelligent Cloud segment."}
-{"_id": "MSFT20231307", "title": "MSFT NOTE 8 \u2014 BUSINESS COMBINATIONS", "text": "The allocation of the purchase price to goodwill was completed as of December 31, 2022. The major classes of assets and liabilities to which we have allocated the purchase price were as follows: (In millions)###### Goodwill (a)##$##16,326## Intangible assets####4,365## Other assets####42## Other liabilities (b)####(1,972##) Total##$##18,761##"}
-{"_id": "MSFT20231308", "title": "MSFT NOTE 8 \u2014 BUSINESS COMBINATIONS", "text": "(a)Goodwill was assigned to our Intelligent Cloud segment and was primarily attributed to increased synergies that are expected to be achieved from the integration of Nuance. None of the goodwill is expected to be deductible for income tax purposes."}
-{"_id": "MSFT20231309", "title": "MSFT NOTE 8 \u2014 BUSINESS COMBINATIONS", "text": "(b)Includes $986 million of convertible senior notes issued by Nuance in 2015 and 2017, substantially all of which have been redeemed."}
-{"_id": "MSFT20231317", "title": "MSFT NOTE 8 \u2014 BUSINESS COMBINATIONS", "text": "Following are the details of the purchase price allocated to the intangible assets acquired: (In millions, except average life)####Amount####Weighted Average Life Customer-related##$##2,610##9 years## Technology-based####1,540##5 years## Marketing-related####215##4 years## Total##$##4,365##7 years##"}
-{"_id": "MSFT20231318", "title": "MSFT NOTE 8 \u2014 BUSINESS COMBINATIONS", "text": "ZeniMax Media Inc."}
-{"_id": "MSFT20231319", "title": "MSFT NOTE 8 \u2014 BUSINESS COMBINATIONS", "text": "On March 9, 2021, we completed our acquisition of ZeniMax Media Inc. (\u201cZeniMax\u201d), the parent company of Bethesda Softworks LLC (\u201cBethesda\u201d), for a total purchase price of $8.1 billion, consisting primarily of cash. The purchase price included $766 million of cash and cash equivalents acquired. Bethesda is one of the largest, privately held game developers and publishers in the world, and brings a broad portfolio of games, technology, and talent to Xbox. The financial results of ZeniMax have been included in our consolidated financial statements since the date of the acquisition. ZeniMax is reported as part of our More Personal Computing segment."}
-{"_id": "MSFT20231327", "title": "MSFT NOTE 8 \u2014 BUSINESS COMBINATIONS", "text": "The allocation of the purchase price to goodwill was completed as of December 31, 2021. The major classes of assets and liabilities to which we have allocated the purchase price were as follows: (In millions)###### Cash and cash equivalents##$##766## Goodwill####5,510## Intangible assets####1,968## Other assets####121## Other liabilities####(244##) Total##$##8,121##"}
-{"_id": "MSFT20231328", "title": "MSFT NOTE 8 \u2014 BUSINESS COMBINATIONS", "text": "Goodwill was assigned to our More Personal Computing segment. The goodwill was primarily attributed to increased synergies that are expected to be achieved from the integration of ZeniMax. None of the goodwill is expected to be deductible for income tax purposes."}
-{"_id": "MSFT20231333", "title": "MSFT NOTE 8 \u2014 BUSINESS COMBINATIONS", "text": "Following are details of the purchase price allocated to the intangible assets acquired: (In millions, except average life)####Amount####Weighted Average Life Technology-based##$##1,341##4 years## Marketing-related####627##11 years## Total##$##1,968##6 years##"}
-{"_id": "MSFT20231334", "title": "MSFT NOTE 8 \u2014 BUSINESS COMBINATIONS", "text": "Activision Blizzard, Inc."}
-{"_id": "MSFT20231335", "title": "MSFT NOTE 8 \u2014 BUSINESS COMBINATIONS", "text": "On January 18, 2022, we entered into a definitive agreement to acquire Activision Blizzard, Inc. (\u201cActivision Blizzard\u201d) for $95.00 per share in an all-cash transaction valued at $68.7 billion, inclusive of Activision Blizzard\u2019s net cash. Activision Blizzard is a leader in game development and an interactive entertainment content publisher. The acquisition will accelerate the growth in our gaming business across mobile, PC, console, and cloud gaming. The acquisition has been approved by Activision Blizzard\u2019s shareholders. We continue to work toward closing the transaction subject to obtaining required regulatory approvals and satisfaction of other customary closing conditions. Microsoft and Activision Blizzard have jointly agreed to extend the merger agreement through October 18, 2023 to allow for additional time to resolve remaining regulatory concerns."}
-{"_id": "MSFT20231344", "title": "MSFT NOTE 9 \u2014 GOODWILL", "text": "Changes in the carrying amount of goodwill were as follows: (In millions)####June 30, 2021####Acquisitions####Other######June 30, 2022####Acquisitions####Other######June 30, 2023 Productivity and Business Processes##$##24,317##$##599##$##(105##)##$##24,811##$##11##$##(47##)##$##24,775 Intelligent Cloud####13,256####16,879####47######30,182####223####64######30,469 More Personal Computing####12,138####648####(255##)####12,531####0####111######12,642 Total##$##49,711##$##18,126##$##(313##)##$##67,524##$##234##$##128####$##67,886"}
-{"_id": "MSFT20231345", "title": "MSFT NOTE 9 \u2014 GOODWILL", "text": "The measurement periods for the valuation of assets acquired and liabilities assumed end as soon as information on the facts and circumstances that existed as of the acquisition dates becomes available, but do not exceed 12 months. Adjustments in purchase price allocations may require a change in the amounts allocated to goodwill during the periods in which the adjustments are determined."}
-{"_id": "MSFT20231346", "title": "MSFT NOTE 9 \u2014 GOODWILL", "text": "Any change in the goodwill amounts resulting from foreign currency translations and purchase accounting adjustments are presented as \u201cOther\u201d in the table above. Also included in \u201cOther\u201d are business dispositions and transfers between segments due to reorganizations, as applicable."}
-{"_id": "MSFT20231348", "title": "MSFT Goodwill Impairment", "text": "We test goodwill for impairment annually on May 1 at the reporting unit level, primarily using a discounted cash flow methodology with a peer-based, risk-adjusted weighted average cost of capital. We believe use of a discounted cash flow approach is the most reliable indicator of the fair values of the businesses."}
-{"_id": "MSFT20231349", "title": "MSFT Goodwill Impairment", "text": "No instances of impairment were identified in our May 1, 2023, May 1, 2022, or May 1, 2021 tests. As of June 30, 2023 and 2022, accumulated goodwill impairment was $11.3 billion."}
-{"_id": "MSFT20231358", "title": "MSFT NOTE 10 \u2014 INTANGIBLE ASSETS", "text": "The components of intangible assets, all of which are finite-lived, were as follows: (In millions)####Gross Carrying Amount####Accumulated Amortization######Net Carrying Amount####Gross Carrying Amount####Accumulated Amortization######Net Carrying Amount June 30,##############2023##############2022 Technology-based##$##11,245##$##(7,589##)##$##3,656##$##11,277##$##(6,958##)##$##4,319 Customer-related####7,281####(4,047##)####3,234####7,342####(3,171##)####4,171 Marketing-related####4,935####(2,473##)####2,462####4,942####(2,143##)####2,799 Contract-based####29####(15##)####14####16####(7##)####9 Total##$##23,490##$##(14,124##)##$##9,366##$##23,577##$##(12,279##)##$##11,298"}
-{"_id": "MSFT20231359", "title": "MSFT NOTE 10 \u2014 INTANGIBLE ASSETS", "text": "No material impairments of intangible assets were identified during fiscal years 2023, 2022, or 2021. We estimate that we have no significant residual value related to our intangible assets."}
-{"_id": "MSFT20231367", "title": "MSFT NOTE 10 \u2014 INTANGIBLE ASSETS", "text": "The components of intangible assets acquired during the periods presented were as follows: (In millions)####Amount##Weighted Average Life####Amount##Weighted Average Life Year Ended June 30,####2023######2022## Technology-based##$##522##7 years##$##2,611##4 years Customer-related####0##0 years####2,837##9 years Marketing-related####7##5 years####233##4 years Contract-based####12##3 years####0##0 years Total##$##541##6 years##$##5,681##7 years"}
-{"_id": "MSFT20231370", "title": "MSFT NOTE 10 \u2014 INTANGIBLE ASSETS", "text": "Intangible assets amortization expense was $2.5 billion, $2.0 billion, and $1.6 billion for fiscal years 2023, 2022, and 2021, respectively."}
-{"_id": "MSFT20231380", "title": "MSFT NOTE 10 \u2014 INTANGIBLE ASSETS", "text": "The following table outlines the estimated future amortization expense related to intangible assets held as of June 30, 2023: (In millions)#### Year Ending June 30,#### 2024##$##2,363 2025####1,881 2026####1,381 2027####929 2028####652 Thereafter####2,160 Total##$##9,366"}
-{"_id": "MSFT20231401", "title": "MSFT NOTE 11 \u2014 DEBT", "text": "The components of debt were as follows: (In millions, issuance by calendar year)####Maturities (calendar year)######Stated Interest Rate######Effective Interest Rate####June 30, 2023########June 30, 2022## 2009 issuance of $3.8 billion######2039######5.20%######5.24%##$##520####$##520## 2010 issuance of $4.8 billion######2040######4.50%######4.57%####486######486## 2011 issuance of $2.3 billion######2041######5.30%######5.36%####718######718## 2012 issuance of $2.3 billion######2042######3.50%######3.57%####454######1,204## 2013 issuance of $5.2 billion##2023##\u2013##2043##3.63%##\u2013##4.88%##3.73%##\u2013##4.92%####1,814######2,814## 2013 issuance of \u20ac4.1 billion##2028##\u2013##2033##2.63%##\u2013##3.13%##2.69%##\u2013##3.22%####2,509######2,404## 2015 issuance of $23.8 billion##2025##\u2013##2055##2.70%##\u2013##4.75%##2.77%##\u2013##4.78%####9,805######10,805## 2016 issuance of $19.8 billion##2023##\u2013##2056##2.00%##\u2013##3.95%##2.10%##\u2013##4.03%####9,430######9,430## 2017 issuance of $17.0 billion##2024##\u2013##2057##2.88%##\u2013##4.50%##3.04%##\u2013##4.53%####8,945######8,945## 2020 issuance of $10.0 billion##2050##\u2013##2060##2.53%##\u2013##2.68%##2.53%##\u2013##2.68%####10,000######10,000## 2021 issuance of $8.2 billion##2052##\u2013##2062##2.92%##\u2013##3.04%##2.92%##\u2013##3.04%####8,185######8,185## Total face value######################52,866######55,511## Unamortized discount and issuance costs######################(438##)####(471##) Hedge fair value adjustments (a)######################(106##)####(68##) Premium on debt exchange######################(5,085##)####(5,191##) Total debt######################47,237######49,781## Current portion of long-term debt######################(5,247##)####(2,749##) Long-term debt####################$##41,990####$##47,032##"}
-{"_id": "MSFT20231402", "title": "MSFT NOTE 11 \u2014 DEBT", "text": "(a)Refer to Note 5 \u2013 Derivatives for further information on the interest rate swaps related to fixed-rate debt."}
-{"_id": "MSFT20231403", "title": "MSFT NOTE 11 \u2014 DEBT", "text": "As of June 30, 2023 and 2022, the estimated fair value of long-term debt, including the current portion, was $46.2 billion and $50.9 billion, respectively. The estimated fair values are based on Level 2 inputs."}
-{"_id": "MSFT20231406", "title": "MSFT NOTE 11 \u2014 DEBT", "text": "Debt in the table above is comprised of senior unsecured obligations and ranks equally with our other outstanding obligations. Interest is paid semi-annually, except for the Euro-denominated debt, which is paid annually. Cash paid for interest on our debt for fiscal years 2023, 2022, and 2021 was $1.7 billion, $1.9 billion, and $2.0 billion, respectively."}
-{"_id": "MSFT20231416", "title": "MSFT NOTE 11 \u2014 DEBT", "text": "The following table outlines maturities of our long-term debt, including the current portion, as of June 30, 2023: (In millions)#### Year Ending June 30,#### 2024##$##5,250 2025####2,250 2026####3,000 2027####8,000 2028####0 Thereafter####34,366 Total##$##52,866"}
-{"_id": "MSFT20231434", "title": "MSFT Provision for Income Taxes", "text": "The components of the provision for income taxes were as follows: ########(In millions)########## Year Ended June 30,####2023######2022######2021## Current Taxes################## U.S. federal##$##14,009####$##8,329####$##3,285## U.S. state and local####2,322######1,679######1,229## Foreign####6,678######6,672######5,467## Current taxes##$##23,009####$##16,680####$##9,981## Deferred Taxes################## U.S. federal##$##(6,146##)##$##(4,815##)##$##25## U.S. state and local####(477##)####(1,062##)####(204##) Foreign####564######175######29## Deferred taxes##$##(6,059##)##$##(5,702##)##$##(150##) Provision for income taxes##$##16,950####$##10,978####$##9,831##"}
-{"_id": "MSFT20231440", "title": "MSFT Provision for Income Taxes", "text": "U.S. and foreign components of income before income taxes were as follows: ######(In millions)###### Year Ended June 30,####2023####2022####2021 U.S.##$##52,917##$##47,837##$##34,972 Foreign####36,394####35,879####36,130 Income before income taxes##$##89,311##$##83,716##$##71,102"}
-{"_id": "MSFT20231454", "title": "MSFT Effective Tax Rate", "text": "The items accounting for the difference between income taxes computed at the U.S. federal statutory rate and our effective rate were as follows: Year Ended June 30,##2023##2022##2021 Federal statutory rate##21.0%##21.0%##21.0% Effect of:###### Foreign earnings taxed at lower rates##(1.8)%##(1.3)%##(2.7)% Impact of intangible property transfers##0%##(3.9)%##0% Foreign-derived intangible income deduction##(1.3)%##(1.1)%##(1.3)% State income taxes, net of federal benefit##1.6%##1.4%##1.4% Research and development credit##(1.1)%##(0.9)%##(0.9)% Excess tax benefits relating to stock-based compensation##(0.7)%##(1.9)%##(2.4)% Interest, net##0.8%##0.5%##0.5% Other reconciling items, net##0.5%##(0.7)%##(1.8)% Effective rate##19.0%##13.1%##13.8%"}
-{"_id": "MSFT20231455", "title": "MSFT Effective Tax Rate", "text": "In the first quarter of fiscal year 2022, we transferred certain intangible properties from our Puerto Rico subsidiary to the U.S. The transfer of intangible properties resulted in a $3.3 billion net income tax benefit in the first quarter of fiscal year 2022, as the value of future U.S. tax deductions exceeded the current tax liability from the U.S. global intangible low-taxed income (\u201cGILTI\u201d) tax."}
-{"_id": "MSFT20231456", "title": "MSFT Effective Tax Rate", "text": "We have historically paid India withholding taxes on software sales through distributor withholding and tax audit assessments in India. In March 2021, the India Supreme Court ruled favorably in the case of Engineering Analysis Centre of Excellence Private Limited vs The Commissioner of Income Tax for companies in 86 separate appeals, some dating back to 2012, holding that software sales are not subject to India withholding taxes. Although we were not a party to the appeals, our software sales in India were determined to be not subject to withholding taxes. Therefore, we recorded a net income tax benefit of $620 million in the third quarter of fiscal year 2021 to reflect the results of the India Supreme Court decision impacting fiscal year 1996 through fiscal year 2016."}
-{"_id": "MSFT20231459", "title": "MSFT Effective Tax Rate", "text": "The decrease from the federal statutory rate in fiscal year 2023 is primarily due to earnings taxed at lower rates in foreign jurisdictions resulting from producing and distributing our products and services through our foreign regional operations center in Ireland. The decrease from the federal statutory rate in fiscal year 2022 is primarily due to the net income tax benefit related to the transfer of intangible properties, earnings taxed at lower rates in foreign jurisdictions resulting from producing and distributing our products and services through our foreign regional operations center in Ireland, and tax benefits relating to stock-based compensation. The decrease from the federal statutory rate in fiscal year 2021 is primarily due to earnings taxed at lower rates in foreign jurisdictions resulting from producing and distributing our products and services through our foreign regional operations centers in Ireland and Puerto Rico, tax benefits relating to stock-based compensation, and tax benefits from the India Supreme Court decision on withholding taxes. In fiscal year 2023, our foreign regional operating center in Ireland, which is taxed at a rate lower than the U.S. rate, generated 81% of our foreign income before tax. In fiscal years 2022 and 2021, our foreign regional operating centers in Ireland and Puerto Rico, which are taxed at rates lower than the U.S. rate, generated 71% and 82% of our foreign income before tax. Other reconciling items, net consists primarily of tax credits and GILTI tax, and in fiscal year 2021, includes tax benefits from the India Supreme Court decision on withholding taxes. In fiscal years 2023, 2022, and 2021, there were no individually significant other reconciling items."}
-{"_id": "MSFT20231460", "title": "MSFT Effective Tax Rate", "text": "The increase in our effective tax rate for fiscal year 2023 compared to fiscal year 2022 was primarily due to a $3.3 billion net income tax benefit in the first quarter of fiscal year 2022 related to the transfer of intangible properties and a decrease in tax benefits relating to stock-based compensation. The decrease in our effective tax rate for fiscal year 2022 compared to fiscal year 2021 was primarily due to a $3.3 billion net income tax benefit in the first quarter of fiscal year 2022 related to the transfer of intangible properties, offset in part by changes in the mix of our income before income taxes between the U.S. and foreign countries, as well as tax benefits in the prior year from the India Supreme Court decision on withholding taxes, an agreement between the U.S. and India tax authorities related to transfer pricing, and final Tax Cuts and Jobs Act (\u201cTCJA\u201d) regulations."}
-{"_id": "MSFT20231488", "title": "MSFT Effective Tax Rate", "text": "The components of the deferred income tax assets and liabilities were as follows: (In millions)############ June 30,####2023######2022## Deferred Income Tax Assets############ Stock-based compensation expense##$##681####$##601## Accruals, reserves, and other expenses####3,131######2,874## Loss and credit carryforwards####1,441######1,546## Amortization (a)####9,440######10,183## Leasing liabilities####5,041######4,557## Unearned revenue####3,296######2,876## Book/tax basis differences in investments and debt####373######0## Capitalized research and development (a)####6,958######473## Other####489######461## Deferred income tax assets####30,850######23,571## Less valuation allowance####(939##)####(1,012##) Deferred income tax assets, net of valuation allowance##$##29,911####$##22,559## Deferred Income Tax Liabilities############ Book/tax basis differences in investments and debt##$##0####$##(174##) Leasing assets####(4,680##)####(4,291##) Depreciation####(2,674##)####(1,602##) Deferred tax on foreign earnings####(2,738##)####(3,104##) Other####(89##)####(103##) Deferred income tax liabilities##$##(10,181##)##$##(9,274##) Net deferred income tax assets##$##19,730####$##13,285## Reported As############ Other long-term assets##$##20,163####$##13,515## Long-term deferred income tax liabilities####(433##)####(230##) Net deferred income tax assets##$##19,730####$##13,285##"}
-{"_id": "MSFT20231489", "title": "MSFT Effective Tax Rate", "text": "(a)Provisions enacted in the TCJA related to the capitalization for tax purposes of research and development expenditures became effective on July 1, 2022. These provisions require us to capitalize research and development expenditures and amortize them on our U.S. tax return over five or fifteen years, depending on where research is conducted."}
-{"_id": "MSFT20231490", "title": "MSFT Effective Tax Rate", "text": "Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when the taxes are paid or recovered."}
-{"_id": "MSFT20231493", "title": "MSFT Effective Tax Rate", "text": "As of June 30, 2023, we had federal, state, and foreign net operating loss carryforwards of $509 million, $1.2 billion, and $2.3 billion, respectively. The federal and state net operating loss carryforwards have varying expiration dates ranging from fiscal year 2024 to 2043 or indefinite carryforward periods, if not utilized. The majority of our foreign net operating loss carryforwards do not expire. Certain acquired net operating loss carryforwards are subject to an annual limitation but are expected to be realized with the exception of those which have a valuation allowance. As of June 30, 2023, we had $456 million federal capital loss carryforwards for U.S. tax purposes from our acquisition of Nuance. The federal capital loss carryforwards are subject to an annual limitation and will expire in fiscal year 2025."}
-{"_id": "MSFT20231494", "title": "MSFT Effective Tax Rate", "text": "The valuation allowance disclosed in the table above relates to the foreign net operating loss carryforwards, federal capital loss carryforwards, and other net deferred tax assets that may not be realized."}
-{"_id": "MSFT20231495", "title": "MSFT Effective Tax Rate", "text": "Income taxes paid, net of refunds, were $23.1 billion, $16.0 billion, and $13.4 billion in fiscal years 2023, 2022, and 2021, respectively."}
-{"_id": "MSFT20231497", "title": "MSFT Uncertain Tax Positions", "text": "Gross unrecognized tax benefits related to uncertain tax positions as of June 30, 2023, 2022, and 2021, were $17.1 billion, $15.6 billion, and $14.6 billion, respectively, which were primarily included in long-term income taxes in our consolidated balance sheets. If recognized, the resulting tax benefit would affect our effective tax rates for fiscal years 2023, 2022, and 2021 by $14.4 billion, $13.3 billion, and $12.5 billion, respectively."}
-{"_id": "MSFT20231498", "title": "MSFT Uncertain Tax Positions", "text": "As of June 30, 2023, 2022, and 2021, we had accrued interest expense related to uncertain tax positions of $5.2 billion, $4.3 billion, and $4.3 billion, respectively, net of income tax benefits. The provision for income taxes for fiscal years 2023, 2022, and 2021 included interest expense related to uncertain tax positions of $918 million, $36 million, and $274 million, respectively, net of income tax benefits."}
-{"_id": "MSFT20231508", "title": "MSFT Uncertain Tax Positions", "text": "The aggregate changes in the gross unrecognized tax benefits related to uncertain tax positions were as follows: (In millions)################## Year Ended June 30,####2023######2022######2021## Beginning unrecognized tax benefits##$##15,593####$##14,550####$##13,792## Decreases related to settlements####(329##)####(317##)####(195##) Increases for tax positions related to the current year####1,051######1,145######790## Increases for tax positions related to prior years####870######461######461## Decreases for tax positions related to prior years####(60##)####(246##)####(297##) Decreases due to lapsed statutes of limitations####(5##)####0######(1##) Ending unrecognized tax benefits##$##17,120####$##15,593####$##14,550##"}
-{"_id": "MSFT20231509", "title": "MSFT Uncertain Tax Positions", "text": "We settled a portion of the Internal Revenue Service (\u201cIRS\u201d) audit for tax years 2004 to 2006 in fiscal year 2011. In February 2012, the IRS withdrew its 2011 Revenue Agents Report related to unresolved issues for tax years 2004 to 2006 and reopened the audit phase of the examination. We also settled a portion of the IRS audit for tax years 2007 to 2009 in fiscal year 2016, and a portion of the IRS audit for tax years 2010 to 2013 in fiscal year 2018. In the second quarter of fiscal year 2021, we settled an additional portion of the IRS audits for tax years 2004 to 2013 and made a payment of $1.7 billion, including tax and interest. We remain under audit for tax years 2004 to 2017."}
-{"_id": "MSFT20231510", "title": "MSFT Uncertain Tax Positions", "text": "As of June 30, 2023, the primary unresolved issues for the IRS audits relate to transfer pricing, which could have a material impact in our consolidated financial statements when the matters are resolved. We believe our allowances for income tax contingencies are adequate. We have not received a proposed assessment for the unresolved key transfer pricing issues. We do not expect a final resolution of these issues in the next 12 months. Based on the information currently available, we do not anticipate a significant increase or decrease to our tax contingencies for these issues within the next 12 months."}
-{"_id": "MSFT20231513", "title": "MSFT Uncertain Tax Positions", "text": "We are subject to income tax in many jurisdictions outside the U.S. Our operations in certain jurisdictions remain subject to examination for tax years 1996 to 2022, some of which are currently under audit by local tax authorities. The resolution of each of these audits is not expected to be material to our consolidated financial statements."}
-{"_id": "MSFT20231521", "title": "MSFT NOTE 13 \u2014 UNEARNED REVENUE", "text": "Unearned revenue by segment was as follows: (In millions)######## June 30,####2023####2022 Productivity and Business Processes##$##27,572##$##24,558 Intelligent Cloud####21,563####19,371 More Personal Computing####4,678####4,479 Total##$##53,813##$##48,408"}
-{"_id": "MSFT20231528", "title": "MSFT NOTE 13 \u2014 UNEARNED REVENUE", "text": "Changes in unearned revenue were as follows: (In millions)###### Year Ended June 30, 2023###### Balance, beginning of period##$##48,408## Deferral of revenue####123,935## Recognition of unearned revenue####(118,530##) Balance, end of period##$##53,813##"}
-{"_id": "MSFT20231529", "title": "MSFT NOTE 13 \u2014 UNEARNED REVENUE", "text": "Revenue allocated to remaining performance obligations, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods, was $229 billion as of June 30, 2023, of which $224 billion is related to the commercial portion of revenue. We expect to recognize approximately 45% of this revenue over the next 12 months and the remainder thereafter."}
-{"_id": "MSFT20231531", "title": "MSFT NOTE 14 \u2014 LEASES", "text": "We have operating and finance leases for datacenters, corporate offices, research and development facilities, Microsoft Experience Centers, and certain equipment. Our leases have remaining lease terms of less than 1 year to 18 years, some of which include options to extend the leases for up to 5 years, and some of which include options to terminate the leases within 1 year."}
-{"_id": "MSFT20231539", "title": "MSFT NOTE 14 \u2014 LEASES", "text": "The components of lease expense were as follows: (In millions)############ Year Ended June 30,####2023####2022####2021 Operating lease cost##$##2,875##$##2,461##$##2,127 Finance lease cost:############ Amortization of right-of-use assets##$##1,352##$##980##$##921 Interest on lease liabilities####501####429####386 Total finance lease cost##$##1,853##$##1,409##$##1,307"}
-{"_id": "MSFT20231551", "title": "MSFT NOTE 14 \u2014 LEASES", "text": "Supplemental cash flow information related to leases was as follows: (In millions)############ Year Ended June 30,####2023####2022####2021 Cash paid for amounts included in the measurement of lease liabilities:############ Operating cash flows from operating leases##$##2,706##$##2,368##$##2,052 Operating cash flows from finance leases####501####429####386 Financing cash flows from finance leases####1,056####896####648 Right-of-use assets obtained in exchange for lease obligations:############ Operating leases####3,514####5,268####4,380 Finance leases####3,128####4,234####3,290"}
-{"_id": "MSFT20231572", "title": "MSFT NOTE 14 \u2014 LEASES", "text": "Supplemental balance sheet information related to leases was as follows: (In millions, except lease term and discount rate)############ June 30,####2023######2022## Operating Leases############ Operating lease right-of-use assets##$##14,346####$##13,148## Other current liabilities##$##2,409####$##2,228## Operating lease liabilities####12,728######11,489## Total operating lease liabilities##$##15,137####$##13,717## Finance Leases############ Property and equipment, at cost##$##20,538####$##17,388## Accumulated depreciation####(4,647##)####(3,285##) Property and equipment, net##$##15,891####$##14,103## Other current liabilities##$##1,197####$##1,060## Other long-term liabilities####15,870######13,842## Total finance lease liabilities##$##17,067####$##14,902## Weighted Average Remaining Lease Term############ Operating leases####8 years######8 years## Finance leases####11 years######12 years## Weighted Average Discount Rate############ Operating leases####2.9%######2.1%## Finance leases####3.4%######3.1%##"}
-{"_id": "MSFT20231584", "title": "MSFT NOTE 14 \u2014 LEASES", "text": "The following table outlines maturities of our lease liabilities as of June 30, 2023: (In millions)############ Year Ending June 30,####Operating  Leases######Finance  Leases## 2024##$##2,784####$##1,747## 2025####2,508######2,087## 2026####2,142######1,771## 2027####1,757######1,780## 2028####1,582######1,787## Thereafter####6,327######11,462## Total lease payments####17,100######20,634## Less imputed interest####(1,963##)####(3,567##) Total##$##15,137####$##17,067##"}
-{"_id": "MSFT20231587", "title": "MSFT NOTE 14 \u2014 LEASES", "text": "As of June 30, 2023, we have additional operating and finance leases, primarily for datacenters, that have not yet commenced of $7.7 billion and $34.4 billion, respectively. These operating and finance leases will commence between fiscal year 2024 and fiscal year 2030 with lease terms of 1 year to 18 years."}
-{"_id": "MSFT20231590", "title": "MSFT U.S. Cell Phone Litigation", "text": "Microsoft Mobile Oy, a subsidiary of Microsoft, along with other handset manufacturers and network operators, is a defendant in 46 lawsuits, including 45 lawsuits filed in the Superior Court for the District of Columbia by individual plaintiffs who allege that radio emissions from cellular handsets caused their brain tumors and other adverse health effects. We assumed responsibility for these claims in our agreement to acquire Nokia\u2019s Devices and Services business and have been substituted for the Nokia defendants. Nine of these cases were filed in 2002 and are consolidated for certain pre-trial proceedings; the remaining cases are stayed. In a separate 2009 decision, the Court of Appeals for the District of Columbia held that adverse health effect claims arising from the use of cellular handsets that operate within the U.S. Federal Communications Commission radio frequency emission guidelines (\u201cFCC Guidelines\u201d) are pre-empted by federal law. The plaintiffs allege that their handsets either operated outside the FCC Guidelines or were manufactured before the FCC Guidelines went into effect. The lawsuits also allege an industry-wide conspiracy to manipulate the science and testing around emission guidelines."}
-{"_id": "MSFT20231591", "title": "MSFT U.S. Cell Phone Litigation", "text": "In 2013, the defendants in the consolidated cases moved to exclude the plaintiffs\u2019 expert evidence of general causation on the basis of flawed scientific methodologies. In 2014, the trial court granted in part and denied in part the defendants\u2019 motion to exclude the plaintiffs\u2019 general causation experts. The defendants filed an interlocutory appeal to the District of Columbia Court of Appeals challenging the standard for evaluating expert scientific evidence. In October 2016, the Court of Appeals issued its decision adopting the standard advocated by the defendants and remanding the cases to the trial court for further proceedings under that standard. The plaintiffs have filed supplemental expert evidence, portions of which were stricken by the court. A hearing on general causation took place in September of 2022. In April of 2023, the court granted defendants\u2019 motion to strike the testimony of plaintiffs\u2019 experts that cell phones cause brain cancer and entered an order excluding all of plaintiffs\u2019 experts from testifying."}
-{"_id": "MSFT20231593", "title": "MSFT Irish Data Protection Commission Matter", "text": "In 2018, the Irish Data Protection Commission (\u201cIDPC\u201d) began investigating a complaint against LinkedIn as to whether LinkedIn\u2019s targeted advertising practices violated the recently implemented European Union General Data Protection Regulation (\u201cGDPR\u201d). Microsoft cooperated throughout the period of inquiry. In April 2023, the IDPC provided LinkedIn with a non-public preliminary draft decision alleging GDPR violations and proposing a fine. Microsoft intends to challenge the preliminary draft decision. There is no set timeline for the IDPC to issue a final decision."}
-{"_id": "MSFT20231595", "title": "MSFT Other Contingencies", "text": "We also are subject to a variety of other claims and suits that arise from time to time in the ordinary course of our business. Although management currently believes that resolving claims against us, individually or in aggregate, will not have a material adverse impact in our consolidated financial statements, these matters are subject to inherent uncertainties and management\u2019s view of these matters may change in the future."}
-{"_id": "MSFT20231598", "title": "MSFT Other Contingencies", "text": "As of June 30, 2023, we accrued aggregate legal liabilities of $617 million. While we intend to defend these matters vigorously, adverse outcomes that we estimate could reach approximately $600 million in aggregate beyond recorded amounts are reasonably possible. Were unfavorable final outcomes to occur, there exists the possibility of a material adverse impact in our consolidated financial statements for the period in which the effects become reasonably estimable."}
-{"_id": "MSFT20231607", "title": "MSFT Shares Outstanding", "text": "Shares of common stock outstanding were as follows: (In millions)############ Year Ended June 30,##2023####2022####2021## Balance, beginning of year##7,464####7,519####7,571## Issued##37####40####49## Repurchased##(69##)##(95##)##(101##) Balance, end of year##7,432####7,464####7,519##"}
-{"_id": "MSFT20231609", "title": "MSFT Share Repurchases", "text": "On September 18, 2019, our Board of Directors approved a share repurchase program authorizing up to $40.0 billion in share repurchases. This share repurchase program commenced in February 2020 and was completed in November 2021."}
-{"_id": "MSFT20231610", "title": "MSFT Share Repurchases", "text": "On September 14, 2021, our Board of Directors approved a share repurchase program authorizing up to $60.0 billion in share repurchases. This share repurchase program commenced in November 2021, following completion of the program approved on September 18, 2019, has no expiration date, and may be terminated at any time. As of June 30, 2023, $22.3 billion remained of this $60.0 billion share repurchase program."}
-{"_id": "MSFT20231620", "title": "MSFT Share Repurchases", "text": "We repurchased the following shares of common stock under the share repurchase programs: (In millions)##Shares######Amount##Shares######Amount##Shares######Amount Year Ended June 30,####2023########2022########2021#### First Quarter##17####$##4,600##21####$##6,200##25####$##5,270 Second Quarter##20######4,600##20######6,233##27######5,750 Third Quarter##18######4,600##26######7,800##25######5,750 Fourth Quarter##14######4,600##28######7,800##24######6,200 Total##69####$##18,400##95####$##28,033##101####$##22,970"}
-{"_id": "MSFT20231621", "title": "MSFT Share Repurchases", "text": "All repurchases were made using cash resources. Shares repurchased during fiscal year 2023 and the fourth and third quarters of fiscal year 2022 were under the share repurchase program approved on September 14, 2021. Shares repurchased during the second quarter of fiscal year 2022 were under the share repurchase programs approved on both September 14, 2021 and September 18, 2019. All other shares repurchased were under the share repurchase program approved on September 18, 2019. The above table excludes shares repurchased to settle employee tax withholding related to the vesting of stock awards of $3.8 billion, $4.7 billion, and $4.4 billion for fiscal years 2023, 2022, and 2021, respectively."}
-{"_id": "MSFT20231636", "title": "MSFT Dividends", "text": "Our Board of Directors declared the following dividends: Declaration Date##Record Date####Payment Date##Dividend Per Share######Amount Fiscal Year 2023##############(In millions) September 20, 2022####November 17, 2022##December 8, 2022##$##0.68##$##5,066 November 29, 2022####February 16, 2023##March 9, 2023####0.68####5,059 March 14, 2023####May 18, 2023##June 8, 2023####0.68####5,054 June 13, 2023####August 17, 2023##September 14, 2023####0.68####5,054 Total########$##2.72##$##20,233 Fiscal Year 2022############## September 14, 2021####November 18, 2021##December 9, 2021##$##0.62##$##4,652 December 7, 2021####February 17, 2022##March 10, 2022####0.62####4,645 March 14, 2022####May 19, 2022##June 9, 2022####0.62####4,632 June 14, 2022####August 18, 2022##September 8, 2022####0.62####4,621 Total########$##2.48##$##18,550"}
-{"_id": "MSFT20231639", "title": "MSFT Dividends", "text": "The dividend declared on June 13, 2023 was included in other current liabilities as of June 30, 2023."}
-{"_id": "MSFT20231665", "title": "MSFT NOTE 17 \u2014 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)", "text": "The following table summarizes the changes in accumulated other comprehensive income (loss) by component: (In millions)################## Year Ended June 30,####2023######2022######2021## Derivatives################## Balance, beginning of period##$##(13##)##$##(19##)##$##(38##) Unrealized gains (losses), net of tax of $9, $(15), and $9####34######(57##)####34## Reclassification adjustments for (gains) losses included in other income (expense), net####(61##)####79######(17##) Tax expense (benefit) included in provision for income taxes####13######(16##)####2## Amounts reclassified from accumulated other comprehensive income (loss)####(48##)####63######(15##) Net change related to derivatives, net of tax of $(4), $1, and $7####(14##)####6######19## Balance, end of period##$##(27##)##$##(13##)##$##(19##) Investments################## Balance, beginning of period##$##(2,138##)##$##3,222####$##5,478## Unrealized losses, net of tax of $(393), $(1,440), and $(589)####(1,523##)####(5,405##)####(2,216##) Reclassification adjustments for (gains) losses included in other income (expense), net####99######57######(63##) Tax expense (benefit) included in provision for income taxes####(20##)####(12##)####13## Amounts reclassified from accumulated other comprehensive income (loss)####79######45######(50##) Net change related to investments, net of tax of $(373), $(1,428), and $(602)####(1,444##)####(5,360##)####(2,266##) Cumulative effect of accounting changes####0######0######10## Balance, end of period##$##(3,582##)##$##(2,138##)##$##3,222## Translation Adjustments and Other################## Balance, beginning of period##$##(2,527##)##$##(1,381##)##$##(2,254##) Translation adjustments and other, net of tax of $0, $0, and $(9)####(207##)####(1,146##)####873## Balance, end of period##$##(2,734##)##$##(2,527##)##$##(1,381##) Accumulated other comprehensive income (loss), end of period##$##(6,343##)##$##(4,678##)##$##1,822##"}
-{"_id": "MSFT20231667", "title": "MSFT NOTE 18 \u2014 EMPLOYEE STOCK AND SAVINGS PLANS", "text": "We grant stock-based compensation to employees and directors. Awards that expire or are canceled without delivery of shares generally become available for issuance under the plans. We issue new shares of Microsoft common stock to satisfy vesting of awards granted under our stock plans. We also have an ESPP for all eligible employees."}
-{"_id": "MSFT20231672", "title": "MSFT NOTE 18 \u2014 EMPLOYEE STOCK AND SAVINGS PLANS", "text": "Stock-based compensation expense and related income tax benefits were as follows: (In millions)############ Year Ended June 30,####2023####2022####2021 Stock-based compensation expense##$##9,611##$##7,502##$##6,118 Income tax benefits related to stock-based compensation####1,651####1,293####1,065"}
-{"_id": "MSFT20231676", "title": "MSFT Stock Plans", "text": "Stock awards entitle the holder to receive shares of Microsoft common stock as the award vests. Stock awards generally vest over a service period of four years or five years."}
-{"_id": "MSFT20231678", "title": "MSFT Executive Incentive Plan", "text": "Under the Executive Incentive Plan, the Compensation Committee approves stock awards to executive officers and certain senior executives. RSUs generally vest ratably over a service period of four years. PSUs generally vest over a performance period of three years. The number of shares the PSU holder receives is based on the extent to which the corresponding performance goals have been achieved."}
-{"_id": "MSFT20231683", "title": "MSFT Activity for All Stock Plans", "text": "The fair value of stock awards was estimated on the date of grant using the following assumptions: Year ended June 30,######2023######2022######2021 Dividends per share (quarterly amounts)##$##0.62 \u2013 0.68####$##0.56 \u2013 0.62####$##0.51 \u2013 0.56## Interest rates####2.0% \u2013 5.4%######0.03% \u2013 3.6%######0.01% \u2013 1.5%##"}
-{"_id": "MSFT20231692", "title": "MSFT Activity for All Stock Plans", "text": "During fiscal year 2023, the following activity occurred under our stock plans: ##Shares########Weighted Average Grant-Date Fair Value ##(In millions)######## ######Stock Awards#### Nonvested balance, beginning of year####93####$##227.59 Granted (a)####56######252.59 Vested####(44##)####206.90 Forfeited####(9##)####239.93 Nonvested balance, end of year####96####$##250.37"}
-{"_id": "MSFT20231693", "title": "MSFT Activity for All Stock Plans", "text": "(a)Includes 1 million, 1 million, and 2 million of PSUs granted at target and performance adjustments above target levels for fiscal years 2023, 2022, and 2021, respectively."}
-{"_id": "MSFT20231694", "title": "MSFT Activity for All Stock Plans", "text": "As of June 30, 2023, total unrecognized compensation costs related to stock awards were $18.6 billion. These costs are expected to be recognized over a weighted average period of three years. The weighted average grant-date fair value of stock awards granted was $252.59, $291.22, and $221.13 for fiscal years 2023, 2022, and 2021, respectively. The fair value of stock awards vested was $11.9 billion, $14.1 billion, and $13.4 billion, for fiscal years 2023, 2022, and 2021, respectively. As of June 30, 2023, an aggregate of 164 million shares were authorized for future grant under our stock plans."}
-{"_id": "MSFT20231696", "title": "MSFT Employee Stock Purchase Plan", "text": "We have an ESPP for all eligible employees. Shares of our common stock may be purchased by employees at three-month intervals at 90% of the fair market value on the last trading day of each three-month period. Employees may purchase shares having a value not exceeding 15% of their gross compensation during an offering period."}
-{"_id": "MSFT20231701", "title": "MSFT Employee Stock Purchase Plan", "text": "Employees purchased the following shares during the periods presented: (Shares in millions)############ Year Ended June 30,####2023####2022####2021 Shares purchased####7####7####8 Average price per share##$##245.59##$##259.55##$##207.88"}
-{"_id": "MSFT20231704", "title": "MSFT Employee Stock Purchase Plan", "text": "As of June 30, 2023, 74 million shares of our common stock were reserved for future issuance through the ESPP."}
-{"_id": "MSFT20231706", "title": "MSFT Savings Plans", "text": "We have savings plans in the U.S. that qualify under Section 401(k) of the Internal Revenue Code, and a number of savings plans in international locations. Eligible U.S. employees may contribute a portion of their salary into the savings plans, subject to certain limitations. We match a portion of each dollar a participant contributes into the plans. Employer-funded retirement benefits for all plans were $1.6 billion, $1.4 billion, and $1.2 billion in fiscal years 2023, 2022, and 2021, respectively, and were expensed as contributed."}
-{"_id": "MSFT20231708", "title": "MSFT NOTE 19 \u2014 SEGMENT INFORMATION AND GEOGRAPHIC DATA", "text": "In its operation of the business, management, including our chief operating decision maker, who is also our Chief Executive Officer, reviews certain financial information, including segmented internal profit and loss statements prepared on a basis not consistent with GAAP. During the periods presented, we reported our financial performance based on the following segments: Productivity and Business Processes, Intelligent Cloud, and More Personal Computing."}
-{"_id": "MSFT20231709", "title": "MSFT NOTE 19 \u2014 SEGMENT INFORMATION AND GEOGRAPHIC DATA", "text": "We have recast certain prior period amounts to conform to the way we internally manage and monitor our business."}
-{"_id": "MSFT20231710", "title": "MSFT NOTE 19 \u2014 SEGMENT INFORMATION AND GEOGRAPHIC DATA", "text": "Our reportable segments are described below."}
-{"_id": "MSFT20231716", "title": "MSFT Productivity and Business Processes", "text": "Our Productivity and Business Processes segment consists of products and services in our portfolio of productivity, communication, and information services, spanning a variety of devices and platforms. This segment primarily comprises: \u2022Office Commercial (Office 365 subscriptions, the Office 365 portion of Microsoft 365 Commercial subscriptions, and Office licensed on-premises), comprising Office, Exchange, SharePoint, Microsoft Teams, Office 365 Security and Compliance, Microsoft Viva, and Microsoft 365 Copilot. \u2022Office Consumer, including Microsoft 365 Consumer subscriptions, Office licensed on-premises, and other Office services. \u2022LinkedIn, including Talent Solutions, Marketing Solutions, Premium Subscriptions, and Sales Solutions. \u2022Dynamics business solutions, including Dynamics 365, comprising a set of intelligent, cloud-based applications across ERP, CRM (including Customer Insights), Power Apps, and Power Automate; and on-premises ERP and CRM applications."}
-{"_id": "MSFT20231720", "title": "MSFT Intelligent Cloud", "text": "Our Intelligent Cloud segment consists of our public, private, and hybrid server products and cloud services that can power modern business and developers. This segment primarily comprises: \u2022Server products and cloud services, including Azure and other cloud services; SQL Server, Windows Server, Visual Studio, System Center, and related Client Access Licenses (\u201cCALs\u201d); and Nuance and GitHub. \u2022Enterprise Services, including Enterprise Support Services, Industry Solutions (formerly Microsoft Consulting Services), and Nuance professional services."}
-{"_id": "MSFT20231728", "title": "MSFT More Personal Computing", "text": "Our More Personal Computing segment consists of products and services that put customers at the center of the experience with our technology. This segment primarily comprises: \u2022Windows, including Windows OEM licensing and other non-volume licensing of the Windows operating system; Windows Commercial, comprising volume licensing of the Windows operating system, Windows cloud services, and other Windows commercial offerings; patent licensing; and Windows Internet of Things. \u2022Devices, including Surface, HoloLens, and PC accessories. \u2022Gaming, including Xbox hardware and Xbox content and services, comprising first- and third-party content (including games and in-game content), Xbox Game Pass and other subscriptions, Xbox Cloud Gaming, advertising, third-party disc royalties, and other cloud services. \u2022Search and news advertising, comprising Bing (including Bing Chat), Microsoft News, Microsoft Edge, and third-party affiliates."}
-{"_id": "MSFT20231729", "title": "MSFT More Personal Computing", "text": "Revenue and costs are generally directly attributed to our segments. However, due to the integrated structure of our business, certain revenue recognized and costs incurred by one segment may benefit other segments. Revenue from certain contracts is allocated among the segments based on the relative value of the underlying products and services, which can include allocation based on actual prices charged, prices when sold separately, or estimated costs plus a profit margin. Cost of revenue is allocated in certain cases based on a relative revenue methodology. Operating expenses that are allocated primarily include those relating to marketing of products and services from which multiple segments benefit and are generally allocated based on relative gross margin."}
-{"_id": "MSFT20231730", "title": "MSFT More Personal Computing", "text": "In addition, certain costs are incurred at a corporate level and allocated to our segments. These allocated costs  generally include legal, including settlements and fines, information technology, human resources, finance, excise taxes, field selling, shared facilities services, customer service and support, and severance incurred as part of a corporate program. Each allocation is measured differently based on the specific facts and circumstances of the costs being allocated and is generally based on relative gross margin or relative headcount."}
-{"_id": "MSFT20231743", "title": "MSFT More Personal Computing", "text": "Segment revenue and operating income were as follows during the periods presented: (In millions)############ Year Ended June 30,####2023####2022####2021 Revenue############ Productivity and Business Processes##$##69,274##$##63,364##$##53,915 Intelligent Cloud####87,907####74,965####59,728 More Personal Computing####54,734####59,941####54,445 Total##$##211,915##$##198,270##$##168,088 Operating Income############ Productivity and Business Processes##$##34,189##$##29,690##$##24,351 Intelligent Cloud####37,884####33,203####26,471 More Personal Computing####16,450####20,490####19,094 Total##$##88,523##$##83,383##$##69,916"}
-{"_id": "MSFT20231749", "title": "MSFT More Personal Computing", "text": "No sales to an individual customer or country other than the United States accounted for more than 10% of revenue for fiscal years 2023, 2022, or 2021. Revenue, classified by the major geographic areas in which our customers were located, was as follows: (In millions)############ Year Ended June 30,####2023####2022####2021 United States (a)##$##106,744##$##100,218##$##83,953 Other countries####105,171####98,052####84,135 Total##$##211,915##$##198,270##$##168,088"}
-{"_id": "MSFT20231752", "title": "MSFT More Personal Computing", "text": "(a)Includes billings to OEMs and certain multinational organizations because of the nature of these businesses and the impracticability of determining the geographic source of the revenue."}
-{"_id": "MSFT20231766", "title": "MSFT More Personal Computing", "text": "Revenue, classified by significant product and service offerings, was as follows: (In millions)############ Year Ended June 30,####2023####2022####2021 Server products and cloud services##$##79,970##$##67,350##$##52,589 Office products and cloud services####48,728####44,862####39,872 Windows####21,507####24,732####22,488 Gaming####15,466####16,230####15,370 LinkedIn####15,145####13,816####10,289 Search and news advertising####12,208####11,591####9,267 Enterprise Services####7,722####7,407####6,943 Devices####5,521####7,306####7,143 Dynamics####5,437####4,687####3,754 Other####211####289####373 Total##$##211,915##$##198,270##$##168,088"}
-{"_id": "MSFT20231767", "title": "MSFT More Personal Computing", "text": "Our Microsoft Cloud revenue, which includes Azure and other cloud services, Office 365 Commercial, the commercial portion of LinkedIn, Dynamics 365, and other commercial cloud properties, was $111.6 billion, $91.4 billion, and $69.1 billion in fiscal years 2023, 2022, and 2021, respectively. These amounts are primarily included in Server products and cloud services, Office products and cloud services, LinkedIn, and Dynamics in the table above."}
-{"_id": "MSFT20231768", "title": "MSFT More Personal Computing", "text": "Assets are not allocated to segments for internal reporting presentations. A portion of amortization and depreciation is included with various other costs in an overhead allocation to each segment. It is impracticable for us to separately identify the amount of amortization and depreciation by segment that is included in the measure of segment profit or loss."}
-{"_id": "MSFT20231777", "title": "MSFT More Personal Computing", "text": "Long-lived assets, excluding financial instruments and tax assets, classified by the location of the controlling statutory company and with countries over 10% of the total shown separately, were as follows: (In millions)############ June 30,####2023####2022####2021 United States##$##114,380##$##106,430##$##76,153 Ireland####16,359####15,505####13,303 Other countries####56,500####44,433####38,858 Total##$##187,239##$##166,368##$##128,314"}
-{"_id": "MSFT20231779", "title": "MSFT REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM", "text": "To the Stockholders and the Board of Directors of Microsoft Corporation"}
-{"_id": "MSFT20231781", "title": "MSFT Opinion on the Financial Statements", "text": "We have audited the accompanying consolidated balance sheets of Microsoft Corporation and subsidiaries (the \"Company\") as of June 30, 2023 and 2022, the related consolidated statements of income, comprehensive income, cash flows, and stockholders' equity, for each of the three years in the period ended June 30, 2023, and the related notes (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2023, in conformity with accounting principles generally accepted in the United States of America."}
-{"_id": "MSFT20231782", "title": "MSFT Opinion on the Financial Statements", "text": "We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2023, based on criteria established in Internal Control \u2014 Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated July 27, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting."}
-{"_id": "MSFT20231784", "title": "MSFT Basis for Opinion", "text": "These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "MSFT20231785", "title": "MSFT Basis for Opinion", "text": "We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion."}
-{"_id": "MSFT20231787", "title": "MSFT Critical Audit Matters", "text": "The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate."}
-{"_id": "MSFT20231788", "title": "MSFT Critical Audit Matters", "text": "Revenue Recognition \u2013 Refer to Note 1 to the financial statements"}
-{"_id": "MSFT20231792", "title": "MSFT Critical Audit Matter Description", "text": "The Company recognizes revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company offers customers the ability to acquire multiple licenses of software products and services, including cloud-based services, in its customer agreements through its volume licensing programs."}
-{"_id": "MSFT20231797", "title": "MSFT Critical Audit Matter Description", "text": "Significant judgment is exercised by the Company in determining revenue recognition for these customer agreements, and includes the following: \u2022Determination of whether products and services are considered distinct performance obligations that should be accounted for separately versus together, such as software licenses and related services that are sold with cloud-based services. \u2022The pattern of delivery (i.e., timing of when revenue is recognized) for each distinct performance obligation. \u2022Identification and treatment of contract terms that may impact the timing and amount of revenue recognized (e.g., variable consideration, optional purchases, and free services). \u2022Determination of stand-alone selling prices for each distinct performance obligation and for products and services that are not sold separately."}
-{"_id": "MSFT20231798", "title": "MSFT Critical Audit Matter Description", "text": "Given these factors and due to the volume of transactions, the related audit effort in evaluating management's judgments in determining revenue recognition for these customer agreements was extensive and required a high degree of auditor judgment."}
-{"_id": "MSFT20231808", "title": "MSFT How the Critical Audit Matter Was Addressed in the Audit", "text": "Our principal audit procedures related to the Company's revenue recognition for these customer agreements included the following: \u0095##We tested the effectiveness of controls related to the identification of distinct performance obligations, the determination of the timing of revenue recognition, and the estimation of variable consideration. \u0095##We evaluated management's significant accounting policies related to these customer agreements for reasonableness. \u0095##We selected a sample of customer agreements and performed the following procedures: -##Obtained and read contract source documents for each selection, including master agreements, and other documents that were part of the agreement. -##Tested management's identification and treatment of contract terms. -##Assessed the terms in the customer agreement and evaluated the appropriateness of management's application of their accounting policies, along with their use of estimates, in the determination of revenue recognition conclusions. \u0095##We evaluated the reasonableness of management's estimate of stand-alone selling prices for products and services that are not sold separately. \u0095##We tested the mathematical accuracy of management's calculations of revenue and the associated timing of revenue recognized in the financial statements."}
-{"_id": "MSFT20231809", "title": "MSFT How the Critical Audit Matter Was Addressed in the Audit", "text": "Income Taxes \u2013 Uncertain Tax Positions \u2013 Refer to Note 12 to the financial statements"}
-{"_id": "MSFT20231811", "title": "MSFT Critical Audit Matter Description", "text": "The Company's long-term income taxes liability includes uncertain tax positions related to transfer pricing issues that remain unresolved with the Internal Revenue Service (\"IRS\"). The Company remains under IRS audit, or subject to IRS audit, for tax years subsequent to 2003. While the Company has settled a portion of the IRS audits, resolution of the remaining matters could have a material impact on the Company's financial statements."}
-{"_id": "MSFT20231814", "title": "MSFT Critical Audit Matter Description", "text": "Conclusions on recognizing and measuring uncertain tax positions involve significant estimates and management judgment and include complex considerations of the Internal Revenue Code, related regulations, tax case laws, and prior-year audit settlements. Given the complexity and the subjective nature of the transfer pricing issues that remain unresolved with the IRS, evaluating management's estimates relating to their determination of uncertain tax positions required extensive audit effort and a high degree of auditor judgment, including involvement of our tax specialists."}
-{"_id": "MSFT20231821", "title": "MSFT How the Critical Audit Matter Was Addressed in the Audit", "text": "Our principal audit procedures to evaluate management's estimates of uncertain tax positions related to unresolved transfer pricing issues included the following: \u2022We evaluated the appropriateness and consistency of management's methods and assumptions used in the identification, recognition, measurement, and disclosure of uncertain tax positions, which included testing the effectiveness of the related internal controls. \u2022We read and evaluated management's documentation, including relevant accounting policies and information obtained by management from outside tax specialists, that detailed the basis of the uncertain tax positions. \u2022We tested the reasonableness of management's judgments regarding the future resolution of the uncertain tax positions, including an evaluation of the technical merits of the uncertain tax positions. \u2022For those uncertain tax positions that had not been effectively settled, we evaluated whether management had appropriately considered new information that could significantly change the recognition, measurement or disclosure of the uncertain tax positions. \u2022We evaluated the reasonableness of management's estimates by considering how tax law, including statutes, regulations and case law, impacted management's judgments."}
-{"_id": "MSFT20231826", "title": "MSFT July 27, 2023", "text": "We have served as the Company's auditor since 1983."}
-{"_id": "MSFT20231828", "title": "MSFT 9A", "text": "CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE"}
-{"_id": "MSFT20231829", "title": "MSFT 9A", "text": "Not applicable."}
-{"_id": "MSFT20231831", "title": "MSFT CONTROLS AND PROCEDURES", "text": "Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective."}
-{"_id": "MSFT20231833", "title": "MSFT REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING", "text": "Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use, or disposition of company assets that could have a material effect on our consolidated financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial statements would be prevented or detected."}
-{"_id": "MSFT20231836", "title": "MSFT REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING", "text": "Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control \u2013 Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company\u2019s internal control over financial reporting was effective as of June 30, 2023. There were no changes in our internal control over financial reporting during the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Deloitte & Touche LLP has audited our internal control over financial reporting as of June 30, 2023; their report is included in Item 9A."}
-{"_id": "MSFT20231838", "title": "MSFT REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM", "text": "To the Stockholders and the Board of Directors of Microsoft Corporation"}
-{"_id": "MSFT20231840", "title": "MSFT Opinion on Internal Control over Financial Reporting", "text": "We have audited the internal control over financial reporting of Microsoft Corporation and subsidiaries (the \"Company\") as of June 30, 2023, based on criteria established in Internal Control \u2014 Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2023, based on criteria established in Internal Control \u2014 Integrated Framework (2013) issued by COSO."}
-{"_id": "MSFT20231841", "title": "MSFT Opinion on Internal Control over Financial Reporting", "text": "We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended June 30, 2023, of the Company and our report dated July 27, 2023, expressed an unqualified opinion on those financial statements."}
-{"_id": "MSFT20231843", "title": "MSFT Basis for Opinion", "text": "The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "MSFT20231844", "title": "MSFT Basis for Opinion", "text": "We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion."}
-{"_id": "MSFT20231846", "title": "MSFT Definition and Limitations of Internal Control over Financial Reporting", "text": "A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements."}
-{"_id": "MSFT20231847", "title": "MSFT Definition and Limitations of Internal Control over Financial Reporting", "text": "Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate."}
-{"_id": "MSFT20231854", "title": "MSFT OTHER INFORMATION", "text": "During the three months ended June 30, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) informed us of the adoption or termination of a \u201cRule 10b5-1 trading arrangement\u201d or \u201cnon-Rule 10b5-1 trading arrangement,\u201d as defined in Item 408 of Regulation S-K."}
-{"_id": "MSFT20231856", "title": "MSFT DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS", "text": "Not applicable."}
-{"_id": "MSFT20231858", "title": "MSFT DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE", "text": "A list of our executive officers and biographical information appears in Part I, Item 1 of this Form 10-K. Information about our directors may be found under the caption \u201cOur Director Nominees\u201d in our Proxy Statement for the Annual Meeting of Shareholders to be held December 7, 2023 (the \u201cProxy Statement\u201d). Information about our Audit Committee may be found under the caption \u201cBoard Committees\u201d in the Proxy Statement. That information is incorporated herein by reference."}
-{"_id": "MSFT20231859", "title": "MSFT DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE", "text": "We have adopted the Microsoft Finance Code of Professional Conduct (the \u201cfinance code of ethics\u201d), a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and other finance organization employees. The finance code of ethics is publicly available on our website at https://aka.ms/FinanceCodeProfessionalConduct. If we make any substantive amendments to the finance code of ethics or grant any waiver, including any implicit waiver, from a provision of the code to our Chief Executive Officer, Chief Financial Officer, or Chief Accounting Officer, we will disclose the nature of the amendment or waiver on that website or in a report on Form 8-K."}
-{"_id": "MSFT20231861", "title": "MSFT EXECUTIVE COMPENSATION", "text": "The information in the Proxy Statement set forth under the captions \u201cDirector Compensation,\u201d \u201cNamed Executive Officer Compensation,\u201d \u201cCompensation Committee Report,\u201d and, if required, \u201cCompensation Committee Interlocks and Insider Participation,\u201d is incorporated herein by reference."}
-{"_id": "MSFT20231862", "title": "MSFT EXECUTIVE COMPENSATION", "text": "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS"}
-{"_id": "MSFT20231863", "title": "MSFT EXECUTIVE COMPENSATION", "text": "The information in the Proxy Statement set forth under the captions \u201cStock Ownership Information,\u201d \u201cPrincipal Shareholders\u201d and \u201cEquity Compensation Plan Information\u201d is incorporated herein by reference."}
-{"_id": "MSFT20231865", "title": "MSFT CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE", "text": "The information set forth in the Proxy Statement under the captions \u201cDirector Independence Guidelines\u201d and \u201cCertain Relationships and Related Transactions\u201d is incorporated herein by reference."}
-{"_id": "MSFT20231869", "title": "MSFT PRINCIPAL ACCOUNTANT FEES AND SERVICES", "text": "Information concerning fees and services provided by our principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34), appears in the Proxy Statement under the headings \u201cFees Billed by Deloitte & Touche\u201d and \u201cPolicy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor\u201d and is incorporated herein by reference."}
-{"_id": "MSFT20231878", "title": "MSFT EXHIBIT AND FINANCIAL STATEMENT SCHEDULES (a)Financial Statements and Schedules", "text": "The financial statements are set forth under Part II, Item 8 of this Form 10-K, as indexed below. Financial statement schedules have been omitted since they either are not required, not applicable, or the information is otherwise included. Index to Financial Statements##Page Income Statements##58 Comprehensive Income Statements##59 Balance Sheets##60 Cash Flows Statements##61 Stockholders\u2019 Equity Statements##62"}
-{"_id": "MSFT20231953", "title": "MSFT Notes to Financial Statements##63 (b)Exhibit Listing", "text": " Report of Independent Registered Public Accounting Firm##96 ##########Incorporated by Reference#### Exhibit Number##Exhibit Description##Filed Herewith##Form##Period Ending####Exhibit##Filing Date 3.1##Amended and Restated Articles of Incorporation of Microsoft Corporation####8-K######3.1##12/1/2016 3.2##Bylaws of Microsoft Corporation####8-K######3.2##7/3/2023 4.1##Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee (\u201cBase Indenture\u201d)####S-3ASR######4.1##10/29/2015 4.2##Form of First Supplemental Indenture for 2.95% Notes due 2014, 4.20% Notes due 2019, and 5.20% Notes due 2039, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Base Indenture####8-K######4.2##5/15/2009 4.5##Form of Second Supplemental Indenture for 0.875% Notes due 2013, 1.625% Notes due 2015, 3.00% Notes due 2020, and 4.50% Notes due 2040, dated as of September 27, 2010, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee####8-K######4.2##9/27/2010 ##########Incorporated by Reference#### Exhibit Number##Exhibit Description##Filed Herewith##Form##Period Ending####Exhibit##Filing Date 4.6##Third Supplemental Indenture for 2.500% Notes due 2016, 4.000% Notes due 2021, and 5.300% Notes due 2041, dated as of February 8, 2011, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee####8-K######4.2##2/8/2011 4.7##Fourth Supplemental Indenture for 0.875% Notes due 2017, 2.125% Notes due 2022, and 3.500% Notes due 2042, dated as of November 7, 2012, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee####8-K######4.1##11/7/2012 4.8##Fifth Supplemental Indenture for 2.625% Notes due 2033, dated as of May 2, 2013, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee####8-K######4.1##5/1/2013 4.9##Sixth Supplemental Indenture for 1.000% Notes due 2018, 2.375% Notes due 2023, and 3.750% Notes due 2043, dated as of May 2, 2013, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee####8-K######4.2##5/1/2013 ##########Incorporated by Reference#### Exhibit Number##Exhibit Description##Filed Herewith##Form##Period Ending####Exhibit##Filing Date 4.10##Seventh Supplemental Indenture for 2.125% Notes due 2021 and 3.125% Notes due 2028, dated as of December 6, 2013, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee####8-K######4.1##12/6/2013 4.11##Eighth Supplemental Indenture for 1.625% Notes due 2018, 3.625% Notes due 2023, and 4.875% Notes due 2043, dated as of December 6, 2013, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee####8-K######4.2##12/6/2013 4.12##Ninth Supplemental Indenture for 1.850% Notes due 2020, 2.375% Notes due 2022, 2.700% Notes due 2025, 3.500% Notes due 2035, 3.750% Notes due 2045, and 4.000% Notes due 2055, dated as of February 12, 2015, between Microsoft Corporation and U.S. Bank National Association, as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee####8-K######4.1##2/12/2015 4.13##Tenth Supplemental Indenture for 1.300% Notes due 2018, 2.000% Notes due 2020, 2.650% Notes due 2022, 3.125% Notes due 2025, 4.200% Notes due 2035, 4.450% Notes due 2045, and 4.750% Notes due 2055, dated as of November 3, 2015, between Microsoft Corporation and U.S. Bank National Association, as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee####8-K######4.1##11/3/2015 ##########Incorporated by Reference#### Exhibit Number##Exhibit Description##Filed Herewith##Form##Period Ending####Exhibit##Filing Date 4.14##Eleventh Supplemental Indenture for 1.100% Notes due 2019, 1.550% Notes due 2021, 2.000% Notes due 2023, 2.400% Notes due 2026, 3.450% Notes due 2036, 3.700% Notes due 2046, and 3.950% Notes due 2056, dated as of August 8, 2016, between Microsoft Corporation and U.S. Bank, National Association, as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee####8-K######4.1##8/5/2016 4.15##Twelfth Supplemental Indenture for 1.850% Notes due 2020, 2.400% Notes due 2022, 2.875% Notes due 2024, 3.300% Notes due 2027, 4.100% Notes due 2037, 4.250% Notes due 2047, and 4.500% Notes due 2057, dated as of February 6, 2017, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee####8-K######4.1##2/3/2017 4.16##Thirteenth Supplemental Indenture for 2.525% Notes due 2050 and 2.675% Notes due 2060, dated as of June 1, 2020, between Microsoft Corporation and U.S. Bank National Association, as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee####8-K######4.1##6/1/2020 4.17##Fourteenth Supplemental Indenture for 2.921% Notes due 2052 and 3.041% Notes due 2062, dated as of March 17, 2021, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee####8-K######4.1##3/17/2021 4.18##Description of Securities####10-K##6/30/2019####4.16##8/1/2019 10.1*##Microsoft Corporation 2001 Stock Plan####10-Q##9/30/2016####10.1##10/20/2016 10.4*##Microsoft Corporation Employee Stock Purchase Plan####10-K##6/30/2012####10.4##7/26/2012 ##########Incorporated by Reference#### Exhibit Number##Exhibit Description##Filed Herewith##Form##Period Ending####Exhibit##Filing Date 10.5*##Microsoft Corporation Deferred Compensation Plan####10-K##6/30/2018####10.5##8/3/2018 10.6*##Microsoft Corporation 2017 Stock Plan####DEF14A######Annex C##10/16/2017 10.7*##Form of Stock Award Agreement Under the Microsoft Corporation 2017 Stock Plan####10-Q##3/31/2018####10.26##4/26/2018 10.8*##Form of Performance Stock Award Agreement Under the Microsoft Corporation 2017 Stock Plan####10-Q##3/31/2018####10.27##4/26/2018 10.9##Amended and Restated Officers\u2019 Indemnification Trust Agreement between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee####10-Q##9/30/2016####10.12##10/20/2016 10.10##Assumption of Beneficiaries\u2019 Representative Obligations Under Amended and Restated Officers\u2019 Indemnification Trust Agreement####10-K##6/30/2020####10.25##7/30/2020 10.11##Form of Indemnification Agreement and Amended and Restated Directors\u2019 Indemnification Trust Agreement between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee####10-K##6/30/2019####10.13##8/1/2019 10.12##Assumption of Beneficiaries\u2019 Representative Obligations Under Amended and Restated Directors\u2019 Indemnification Trust Agreement####10-K##6/30/2020####10.26##7/30/2020 10.14*##Microsoft Corporation Deferred Compensation Plan for Non-Employee Directors####10-Q##12/31/2017####10.14##1/31/2018 10.15*##Microsoft Corporation Executive Incentive Plan####8-K######10.1##9/19/2018 10.19*##Microsoft Corporation Executive Incentive Plan####10-Q##9/30/2016####10.17##10/20/2016 10.20*##Form of Executive Incentive Plan (Executive Officer SAs) Stock Award Agreement under the Microsoft Corporation 2001 Stock Plan####10-Q##9/30/2016####10.18##10/20/2016 10.21*##Form of Executive Incentive Plan Performance Stock Award Agreement under the Microsoft Corporation 2001 Stock Plan####10-Q##9/30/2016####10.25##10/20/2016 10.22*##Senior Executive Severance Benefit Plan####10-Q##9/30/2016####10.22##10/20/2016 10.23*##Offer Letter, dated February 3, 2014, between Microsoft Corporation and Satya Nadella####8-K######10.1##2/4/2014 ##########Incorporated by Reference#### Exhibit Number##Exhibit Description##Filed Herewith##Form##Period Ending####Exhibit##Filing Date 10.24*##Long-Term Performance Stock Award Agreement between Microsoft Corporation and Satya Nadella####10-Q##12/31/2014####10.24##1/26/2015 10.25*##Offer Letter, dated October 25, 2020, between Microsoft Corporation and Christopher Young####10-Q##9/30/2021####10.27##10/26/2021 21##Subsidiaries of Registrant##X########## 23.1##Consent of Independent Registered Public Accounting Firm##X########## 31.1##Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002##X########## 31.2##Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002##X########## 32.1**##Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002##X########## 32.2**##Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002##X########## 101.INS##Inline XBRL Instance Document\u2014the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document##X########## 101.SCH##Inline XBRL Taxonomy Extension Schema##X########## 101.CAL##Inline XBRL Taxonomy Extension Calculation Linkbase##X########## 101.DEF##Inline XBRL Taxonomy Extension Definition Linkbase##X########## 101.LAB##Inline XBRL Taxonomy Extension Label Linkbase##X########## 101.PRE##Inline XBRL Taxonomy Extension Presentation Linkbase##X########## 104##Cover page formatted as Inline XBRL and contained in Exhibit 101##X##########"}
-{"_id": "MSFT20231954", "title": "MSFT Notes to Financial Statements##63 (b)Exhibit Listing", "text": "* Indicates a management contract or compensatory plan or arrangement."}
-{"_id": "MSFT20231957", "title": "MSFT Notes to Financial Statements##63 (b)Exhibit Listing", "text": "** Furnished, not filed."}
-{"_id": "MSFT20231960", "title": "MSFT FORM 10-K SUMMARY", "text": "None."}
-{"_id": "MSFT20231962", "title": "MSFT SIGNATURES", "text": "Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized, in the City of Redmond, State of Washington, on July 27, 2023."}
-{"_id": "MSFT20231967", "title": "MSFT Corporate Vice President and Chief Accounting Officer (Principal Accounting Officer)", "text": "Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant and in the capacities indicated on July 27, 2023."}
-{"_id": "NVDA20230005", "title": "NVDA Our Company", "text": "NVIDIA pioneered accelerated computing to help solve the most challenging computational problems. NVIDIA is now a full-stack computing infrastructure company with data-center-scale offerings that are reshaping industry."}
-{"_id": "NVDA20230006", "title": "NVDA Our Company", "text": "Our full-stack includes the foundational CUDA programming model that runs on all NVIDIA GPUs, as well as hundreds of domain-specific software libraries, software development kits, or SDKs, and Application Programming Interfaces, or APIs. This deep and broad software stack accelerates the performance and eases the deployment of NVIDIA accelerated computing for computationally intensive workloads such as artificial intelligence, or AI, model training and inference, data analytics, scientific computing, and 3D graphics, with vertical-specific optimizations to address industries ranging from healthcare and telecom to automotive and manufacturing."}
-{"_id": "NVDA20230007", "title": "NVDA Our Company", "text": "Our data-center-scale offerings are comprised of compute and networking solutions that can scale to tens of thousands of GPU-accelerated servers interconnected to function as a single giant computer; this type of data center architecture and scale is needed for the development and deployment of modern AI applications."}
-{"_id": "NVDA20230008", "title": "NVDA Our Company", "text": "The GPU was initially used to simulate human imagination, enabling the virtual worlds of video games and films. Today, it also simulates human intelligence, enabling a deeper understanding of the physical world. Its parallel processing capabilities, supported by thousands of computing cores, are essential for deep learning algorithms. This form of AI, in which software writes itself by learning from large amounts of data, can serve as the brain of computers, robots and self-driving cars that can perceive and understand the world. GPU-powered AI solutions are being developed by thousands of enterprises to deliver services and products that would have been immensely difficult or even impossible with traditional coding. Examples include generative AI, which can create new content such as text, code, images, audio, video, and molecule structures, and recommendation systems, which can recommend highly relevant content such as products, services, media or ads using deep neural networks trained on vast datasets that capture the user preferences."}
-{"_id": "NVDA20230009", "title": "NVDA Our Company", "text": "NVIDIA has a platform strategy, bringing together hardware, systems, software, algorithms, libraries, and services to create unique value for the markets we serve. While the computing requirements of these end markets are diverse, we address them with a unified underlying architecture leveraging our GPUs and networking and software stacks. The programmable nature of our architecture allows us to support several multi-billion-dollar end markets with the same underlying technology by using a variety of software stacks developed either internally or by third-party developers and partners. The large and growing number of developers and installed base across our platforms strengthens our ecosystem and increases the value of our platform to our customers."}
-{"_id": "NVDA20230010", "title": "NVDA Our Company", "text": "Innovation is at our core. We have invested over $45.3 billion in research and development since our inception, yielding inventions that are essential to modern computing. Our invention of the GPU in 1999 sparked the growth of the PC gaming market and redefined computer graphics. With our introduction of the CUDA programming model in 2006, we opened the parallel processing capabilities of our GPU to a broad range of compute-intensive applications, paving the way for the emergence of modern AI. In 2012, the AlexNet neural network, trained on NVIDIA GPUs, won the ImageNet computer image recognition competition, marking the \u201cBig Bang\u201d moment of AI. We introduced our first Tensor Core GPU in 2017, built from the ground-up for the new era of AI, and our first autonomous driving system-on-chips, or SoC, in 2018. Our acquisition of Mellanox in 2020 expanded our innovation canvas to include networking and led to the introduction of a new processor class \u2013 the data processing unit, or DPU. Over the past 5 years, we have built full software stacks that run on top of our GPUs and CUDA to bring AI to the world\u2019s largest industries, including NVIDIA DRIVE stack for autonomous driving, Clara for healthcare, and Omniverse for industrial digitalization; and introduced the NVIDIA AI Enterprise software \u2013 essentially an operating system for enterprise AI applications. In 2023, we introduced our first data center CPU, Grace, built for giant-scale AI and high-performance computing. With a strong engineering culture, we drive fast, yet harmonized, product and technology innovations in all dimensions of computing including silicon, systems, networking, software and algorithms. More than half of our engineers work on software."}
-{"_id": "NVDA20230011", "title": "NVDA Our Company", "text": "The world\u2019s leading cloud service providers, or CSPs, and consumer internet companies use our data center-scale accelerated computing platforms to enable, accelerate or enrich the services they deliver to billions of end users, including AI solutions and assistants, search, recommendations, social networking, online shopping, live video, and translation."}
-{"_id": "NVDA20230013", "title": "NVDA Our Company", "text": "Enterprises and startups across a broad range of industries use our accelerated computing platforms to build new generative AI-enabled products and services, or to dramatically accelerate and reduce the costs of their workloads and workflows. The enterprise software industry uses them for new AI assistants and chatbots; the transportation industry for autonomous driving; the healthcare industry for accelerated and computer-aided drug discovery; and the financial services industry for customer support and fraud detection."}
-{"_id": "NVDA20230014", "title": "NVDA Our Company", "text": "Researchers and developers use our computing solutions to accelerate a wide range of important applications, from simulating molecular dynamics to climate forecasting. With support for more than 3,500 applications, NVIDIA computing enables some of the most promising areas of discovery, from climate prediction to materials science and from wind tunnel simulation to genomics. Including GPUs and networking, NVIDIA powers over 75% of the supercomputers on the global TOP500 list, including 24 of the top 30 systems on the Green500 list."}
-{"_id": "NVDA20230015", "title": "NVDA Our Company", "text": "Gamers choose NVIDIA GPUs to enjoy immersive, increasingly cinematic virtual worlds. In addition to serving the growing number of gamers, the market for PC GPUs is expanding because of the burgeoning population of live streamers, broadcasters, artists, and creators. With the advent of generative AI, we expect a broader set of PC users to choose NVIDIA GPUs for running generative AI applications locally on their PC, which is critical for privacy, latency, and cost-sensitive AI applications."}
-{"_id": "NVDA20230016", "title": "NVDA Our Company", "text": "Professional artists, architects and designers use NVIDIA partner products accelerated with our GPUs and software platform for a range of creative and design use cases, such as creating visual effects in movies or designing buildings and products. In addition, generative AI is expanding the market for our workstation-class GPUs, as more enterprise customers develop and deploy AI applications with their data on-premises."}
-{"_id": "NVDA20230017", "title": "NVDA Our Company", "text": "Headquartered in Santa Clara, California, NVIDIA was incorporated in California in April 1993 and reincorporated in Delaware in April 1998."}
-{"_id": "NVDA20230019", "title": "NVDA Our Businesses", "text": "We report our business results in two segments."}
-{"_id": "NVDA20230020", "title": "NVDA Our Businesses", "text": "The Compute & Networking segment is comprised of our Data Center accelerated computing platforms and end-to-end networking platforms including Quantum for InfiniBand and Spectrum for Ethernet; our NVIDIA DRIVE automated-driving platform and automotive development agreements; Jetson robotics and other embedded platforms; NVIDIA AI Enterprise and other software; and DGX Cloud software and services."}
-{"_id": "NVDA20230021", "title": "NVDA Our Businesses", "text": "The Graphics segment includes GeForce GPUs for gaming and PCs, the GeForce NOW game streaming service and related infrastructure; Quadro/NVIDIA RTX GPUs for enterprise workstation graphics; virtual GPU, or vGPU, software for cloud-based visual and virtual computing; automotive platforms for infotainment systems; and Omniverse Enterprise software for building and operating metaverse and 3D internet applications."}
-{"_id": "NVDA20230023", "title": "NVDA Our Markets", "text": "We specialize in markets where our computing platforms can provide tremendous acceleration for applications. These platforms incorporate processors, interconnects, software, algorithms, systems, and services to deliver unique value. Our platforms address four large markets where our expertise is critical: Data Center, Gaming, Professional Visualization, and Automotive."}
-{"_id": "NVDA20230025", "title": "NVDA Data Center", "text": "The NVIDIA Data Center platform is focused on accelerating the most compute-intensive workloads, such as AI, data analytics, graphics and scientific computing, delivering significantly better performance and power efficiency relative to conventional CPU-only approaches. It is deployed in cloud, hyperscale, on-premises and edge data centers. The platform consists of compute and networking offerings typically delivered to customers as systems, subsystems, or modules, along with software and services."}
-{"_id": "NVDA20230026", "title": "NVDA Data Center", "text": "Our compute offerings include supercomputing platforms and servers, bringing together our energy efficient GPUs, DPUs, interconnects, and fully optimized AI and high-performance computing, or HPC, software stacks. In addition, they include NVIDIA AI Enterprise software; our DGX Cloud service; and a growing body of acceleration libraries, APIs, SDKs, and domain-specific application frameworks."}
-{"_id": "NVDA20230027", "title": "NVDA Data Center", "text": "Our networking offerings include end-to-end platforms for InfiniBand and Ethernet, consisting of network adapters, cables, DPUs, and switch systems, as well as a full software stack. This has enabled us to architect data center-scale computing platforms that can interconnect thousands of compute nodes with high-performance networking. While historically the server was the unit of computing, as AI and HPC workloads have become extremely large spanning thousands of compute nodes, the data center has become the new unit of computing, with networking as an integral part."}
-{"_id": "NVDA20230029", "title": "NVDA Data Center", "text": "Our end customers include the world\u2019s leading public cloud and consumer internet companies, thousands of enterprises and startups, and public sector entities. We work with industry leaders to help build or transform their applications and data center infrastructure. Our direct customers include original equipment manufacturers, or OEMs, original device manufacturers, or ODMs, system integrators and distributors which we partner with to help bring our products to market. We also have partnerships in automotive, healthcare, financial services, manufacturing, and retail among others, to accelerate the adoption of AI."}
-{"_id": "NVDA20230030", "title": "NVDA Data Center", "text": "At the foundation of the NVIDIA accelerated computing platform are our GPUs, which excel at parallel workloads such as the training and inferencing of neural networks. They are available in the NVIDIA accelerated computing platform and in industry standard servers from every major cloud provider and server maker. Beyond GPUs, our data center platform expanded to include DPUs in fiscal year 2022 and CPUs in fiscal year 2024. We can optimize across the entire computing, networking and storage stack to deliver data center-scale computing solutions."}
-{"_id": "NVDA20230031", "title": "NVDA Data Center", "text": "While our approach starts with powerful chips, what makes it a full-stack computing platform is our large body of software, including the CUDA parallel programming model, the CUDA-X collection of acceleration libraries, APIs, SDKs, and domain-specific application frameworks."}
-{"_id": "NVDA20230032", "title": "NVDA Data Center", "text": "In addition to software delivered to customers as an integral part of our data center computing platform, we offer paid licenses to NVIDIA AI Enterprise, a comprehensive suite of enterprise-grade AI software and NVIDIA vGPU software for graphics-rich virtual desktops and workstations."}
-{"_id": "NVDA20230033", "title": "NVDA Data Center", "text": "In fiscal year 2024, we launched the NVIDIA DGX Cloud, an AI-training-as-a-service platform which includes cloud-based infrastructure and software for AI, customizable pretrained AI models, and access to NVIDIA experts. We have partnered with leading cloud service providers to host this service in their data centers."}
-{"_id": "NVDA20230035", "title": "NVDA Gaming", "text": "Gaming is the largest entertainment industry, with PC gaming as the predominant platform. Many factors propel its growth, including new high production value games and franchises, the continued rise of competitive gaming, or eSports, social connectivity and the increasing popularity of game streamers, modders, or gamers who remaster games, and creators."}
-{"_id": "NVDA20230036", "title": "NVDA Gaming", "text": "Our gaming platforms leverage our GPUs and sophisticated software to enhance the gaming experience with smoother, higher quality graphics. We developed NVIDIA RTX to bring next generation graphics and AI to games. NVIDIA RTX features ray tracing technology for real-time, cinematic-quality rendering. Ray tracing, which has long been used for special effects in the movie industry, is a computationally intensive technique that simulates the physical behavior of light to achieve greater realism in computer-generated scenes. NVIDIA RTX also features deep learning super sampling, or NVIDIA DLSS, our AI technology that boosts frame rates while generating beautiful, sharp images for games. RTX GPUs will also accelerate a new generation of AI applications. With an installed base of over 100 million AI capable PCs, more than 500 RTX AI-enabled applications and games, and a robust suite of development tools, RTX is already the AI PC leader."}
-{"_id": "NVDA20230037", "title": "NVDA Gaming", "text": "Our products for the gaming market include GeForce RTX and GeForce GTX GPUs for gaming desktop and laptop PCs, GeForce NOW cloud gaming for playing PC games on underpowered devices, as well as SoCs and development services for game consoles."}
-{"_id": "NVDA20230039", "title": "NVDA Professional Visualization", "text": "We serve the Professional Visualization market by working closely with independent software vendors, or ISVs, to optimize their offerings for NVIDIA GPUs. Our GPU computing platform enhances productivity and introduces new capabilities for critical workflows in many fields, such as design and manufacturing and digital content creation. Design and manufacturing encompass computer-aided design, architectural design, consumer-products manufacturing, medical instrumentation, and aerospace. Digital content creation includes professional video editing and post-production, special effects for films, and broadcast-television graphics."}
-{"_id": "NVDA20230040", "title": "NVDA Professional Visualization", "text": "The NVIDIA RTX platform makes it possible to render film-quality, photorealistic objects and environments with physically accurate shadows, reflections and refractions using ray tracing in real-time. Many leading 3D design and content creation applications developed by our ecosystem partners now support RTX, allowing professionals to accelerate and transform their workflows with NVIDIA RTX GPUs and software."}
-{"_id": "NVDA20230041", "title": "NVDA Professional Visualization", "text": "We offer NVIDIA Omniverse as a development platform and operating system for building virtual world simulation applications, available as a software subscription for enterprise use and free for individual use. Industrial enterprises are adopting Omniverse\u2019s 3D and simulation technologies to digitalize their complex physical assets, processes, and environments \u2013 building digital twins of factories, real time 3D product configurators, testing and validating autonomous robots and vehicles, powered by NVIDIA accelerated computing infrastructure on-premises and in the cloud."}
-{"_id": "NVDA20230044", "title": "NVDA Automotive", "text": "Automotive market is comprised of platform solutions for automated driving and in-vehicle cockpit computing. Leveraging our technology leadership in AI and building on our long-standing automotive relationships, we are delivering a complete end-to-end solution for the AV market under the DRIVE Hyperion brand. We have demonstrated multiple applications of AI within the car: AI can drive the car itself as a pilot in fully autonomous mode or it can also be a co-pilot, assisting the human driver while creating a safer driving experience."}
-{"_id": "NVDA20230045", "title": "NVDA Automotive", "text": "We are working with several hundred partners in the automotive ecosystem including automakers, truck makers, tier-one suppliers, sensor manufacturers, automotive research institutions, HD mapping companies, and startups to develop and deploy AI systems for self-driving vehicles. Our unified AI computing architecture starts with training deep neural networks using our Data Center computing solutions, and then running a full perception, fusion, planning, and control stack within the vehicle on the NVIDIA DRIVE Hyperion platform. DRIVE Hyperion consists of the high-performance, energy efficient DRIVE AGX computing hardware, a reference sensor set that supports full self-driving capability as well as an open, modular DRIVE software platform for autonomous driving, mapping, and parking services, and intelligent in-vehicle experiences."}
-{"_id": "NVDA20230046", "title": "NVDA Automotive", "text": "In addition, we offer a scalable data center-based simulation solution, NVIDIA DRIVE Sim, based on NVIDIA Omniverse software, for digital cockpit development, as well as for testing and validating a self-driving platform. Our unique end-to-end, software-defined approach is designed for continuous innovation and continuous development, enabling cars to receive over-the-air updates to add new features and capabilities throughout the life of a vehicle."}
-{"_id": "NVDA20230048", "title": "NVDA Business Strategies", "text": "NVIDIA\u2019s key strategies that shape our overall business approach include:"}
-{"_id": "NVDA20230049", "title": "NVDA Business Strategies", "text": "Advancing the NVIDIA accelerated computing platform. Our accelerated computing platform can solve complex problems in significantly less time and with lower power consumption than alternative computational approaches. Indeed, it can help solve problems that were previously deemed unsolvable. We work to deliver continued performance leaps that outpace Moore\u2019s Law by leveraging innovation across the architecture, chip design, system, interconnect, and software layers. This full-stack innovation approach allows us to deliver order-of-magnitude performance advantages relative to legacy approaches in our target markets, which include Data Center, Gaming, Professional Visualization, and Automotive. While the computing requirements of these end markets are diverse, we address them with a unified underlying architecture leveraging our GPUs, CUDA and networking technologies as the fundamental building blocks. The programmable nature of our architecture allows us to make leveraged investments in research and development: we can support several multi-billion-dollar end markets with shared underlying technology by using a variety of software stacks developed either internally or by third-party developers and partners. We utilize this platform approach in each of our target markets."}
-{"_id": "NVDA20230050", "title": "NVDA Business Strategies", "text": "Extending our technology and platform leadership in AI. We provide a complete, end-to-end accelerated computing platform for AI, addressing both training and inferencing. This includes full-stack data center-scale compute and networking solutions across processing units, interconnects, systems, and software. Our compute solutions include all three major processing units in AI servers \u2013 GPUs, CPUs, and DPUs. GPUs are uniquely suited to AI, and we will continue to add AI-specific features to our GPU architecture to further extend our leadership position. In addition, we offer DGX Cloud, an AI-training-as-a-service platform, and NeMo \u2013 a complete solution for building enterprise-ready Large Language Models, or LLMs, using open source and proprietary LLMs created by NVIDIA and third parties. Our AI technology leadership is reinforced by our large and expanding ecosystem in a virtuous cycle. Our computing platforms are available from virtually every major server maker and CSP, as well as on our own AI supercomputers. There are over 4.7 million developers worldwide using CUDA and our other software tools to help deploy our technology in our target markets. We evangelize AI through partnerships with hundreds of universities and thousands of startups through our Inception program. Additionally, our Deep Learning Institute provides instruction on the latest techniques on how to design, train, and deploy neural networks in applications using our accelerated computing platform."}
-{"_id": "NVDA20230051", "title": "NVDA Business Strategies", "text": "Extending our technology and platform leadership in computer graphics. We believe that computer graphics infused with AI is fundamental to the continued expansion and evolution of computing. We apply our research and development resources to enhance the user experience for consumer entertainment and professional visualization applications and create new virtual world and simulation capabilities. Our technologies are instrumental in driving the gaming, design, and creative industries forward, as developers leverage our libraries and algorithms to deliver an optimized experience on our GeForce and NVIDIA RTX platforms. Our computer graphics platforms leverage AI end-to-end, from the developer tools and cloud services to the Tensor Cores included in all RTX-class GPUs. For example, NVIDIA Avatar Cloud Engine, or ACE, is a suite of technologies that help developers bring digital avatars to life with generative AI, running in the cloud or locally on the PC. GeForce Experience enhances each gamer\u2019s experience by optimizing their PC\u2019s settings, as well as enabling the recording and sharing of gameplay. Our Studio drivers enhance and accelerate a number of popular creative applications. Omniverse is real-time 3D design collaboration and virtual world simulation software that empowers artists, designers, and creators to connect and collaborate in leading design applications. We also enable interactive graphics applications - such as games, movie and photo editing and design software - to be accessed by almost any device, almost anywhere, through our cloud platforms such as vGPU for enterprise and GeForce NOW for gaming."}
-{"_id": "NVDA20230053", "title": "NVDA Business Strategies", "text": "Advancing the leading autonomous vehicle platform. We believe the advent of autonomous vehicles, or AV, and electric vehicles, or EV, is revolutionizing the transportation industry. The algorithms required for autonomous driving - such as perception, localization, and planning - are too complex for legacy hand-coded approaches and will use multiple neural networks instead. In addition, EV makers are looking for next-generation centralized car computers that integrate a wide range of intelligent functions into a single AI compute platform. Therefore, we provide an AI-based hardware and software solution, designed and implemented from the ground up based on automotive safety standards, for the AV and EV market under the DRIVE brand, which we are bringing to market through our partnerships with automotive OEMs,"}
-{"_id": "NVDA20230054", "title": "NVDA Business Strategies", "text": "tier-1 suppliers, and start-ups. Our AV solution also includes the GPU-based hardware required to train the neural networks before their in-vehicle deployment, as well as to re-simulate their operation prior to any over-the-air software updates. We believe our comprehensive, top-to-bottom and end-to-end approach will enable the transportation industry to solve the complex problems arising from the shift to autonomous driving."}
-{"_id": "NVDA20230055", "title": "NVDA Business Strategies", "text": "Leveraging our intellectual property, or IP. We believe our IP is a valuable asset that can be accessed by our customers and partners through license and development agreements when they desire to build such capabilities directly into their own products or have us do so through a custom development. Such license and development arrangements can further enhance the reach of our technology."}
-{"_id": "NVDA20230057", "title": "NVDA Sales and Marketing", "text": "Our worldwide sales and marketing strategy is key to achieving our objective of providing markets with our high-performance and efficient computing platforms and software. Our sales and marketing teams, located across our global markets, work closely with end customers and various industry ecosystems through our partner network. Our partner network incorporates global, regional and specialized CSPs, OEMs, ODMs, system integrators, independent software vendors, or ISVs, add-in board manufacturers, or AIBs, distributors, automotive manufacturers and tier-1 automotive suppliers, and other ecosystem participants."}
-{"_id": "NVDA20230058", "title": "NVDA Sales and Marketing", "text": "Members of our sales team have technical expertise and product and industry knowledge. We also employ a team of application engineers and solution architects to provide pre-sales assistance to our partner network in designing, testing, and qualifying system designs that incorporate our platforms. For example, our solution architects work with CSPs to provide pre-sales assistance to optimize their hardware and software infrastructure for generative AI and LLM training and deployment. They also work with foundation model and enterprise software developers to optimize the training and fine-tuning of their models and services, and with enterprise end-users, often in collaboration with their global system integrator of choice, to fine-tune models and build AI applications. We believe that the depth and quality of our design support are key to improving our partner network\u2019s time-to-market, maintaining a high level of customer satisfaction, and fostering relationships that encourage our end customers and partner network to use the next generation of our products within each platform."}
-{"_id": "NVDA20230059", "title": "NVDA Sales and Marketing", "text": "To encourage the development of applications optimized for our platforms and software, we seek to establish and maintain strong relationships in the software development community. Engineering and marketing personnel engage with key software developers to promote and discuss our platforms, as well as to ascertain individual product requirements and solve technical problems. Our developer program supports the development of AI frameworks, SDKs, and APIs for software applications and game titles that are optimized for our platforms. Our Deep Learning Institute provides in-person and online training for developers in industries and organizations around the world to build AI and accelerated computing applications that leverage our platforms."}
-{"_id": "NVDA20230061", "title": "NVDA Seasonality", "text": "Our computing platforms serve a diverse set of markets such as data centers, gaming, professional visualization, and automotive. Our desktop gaming products typically see stronger revenue in the second half of our fiscal year. Historical seasonality trends may not repeat."}
-{"_id": "NVDA20230063", "title": "NVDA Manufacturing", "text": "We utilize a fabless and contracting manufacturing strategy, whereby we employ and partner with key suppliers for all phases of the manufacturing process, including wafer fabrication, assembly, testing, and packaging. We use the expertise of industry-leading suppliers that are certified by the International Organization for Standardization in such areas as fabrication, assembly, quality control and assurance, reliability, and testing. Additionally, we can avoid many of the significant costs and risks associated with owning and operating manufacturing operations. While we may directly procure certain raw materials used in the production of our products, such as memory, substrates, and a variety of components, our suppliers are responsible for procurement of most raw materials used in the production of our products. As a result, we can focus our resources on product design, quality assurance, marketing, and customer support. In periods of growth, we may place non-cancellable inventory orders for certain product components in advance of our historical lead times, pay premiums, or provide deposits to secure future supply and capacity and may need to continue to do so."}
-{"_id": "NVDA20230065", "title": "NVDA Manufacturing", "text": "We have expanded our supplier relationships to build redundancy and resilience in our operations to provide long-term manufacturing capacity aligned with growing customer demand. Our supply chain is concentrated in the Asia-Pacific region. We utilize foundries, such as Taiwan Semiconductor Manufacturing Company Limited, or TSMC, and Samsung Electronics Co., Ltd., or Samsung, to produce our semiconductor wafers. We purchase memory from Micron Technology, Inc., SK Hynix Inc., and Samsung. We utilize CoWoS technology for semiconductor packaging. We engage with independent subcontractors and contract manufacturers such as Hon Hai Precision Industry Co., Ltd., Wistron Corporation, and Fabrinet to perform assembly, testing and packaging of our final products."}
-{"_id": "NVDA20230067", "title": "NVDA Competition", "text": "The market for our products is intensely competitive and is characterized by rapid technological change and evolving industry standards. We believe that the principal competitive factors in this market are performance, breadth of product offerings, access to customers and partners and distribution channels, software support, conformity to industry standard APIs, manufacturing capabilities, processor pricing, and total system costs. We believe that our ability to remain competitive will depend on how well we are able to anticipate the features and functions that customers and partners will demand and whether we are able to deliver consistent volumes of our products at acceptable levels of quality and at competitive prices. We expect competition to increase from both existing competitors and new market entrants with products that may be lower priced than ours or may provide better performance or additional features not provided by our products. In addition, it is possible that new competitors or alliances among competitors could emerge and acquire significant market share."}
-{"_id": "NVDA20230068", "title": "NVDA Competition", "text": "A significant source of competition comes from companies that provide or intend to provide GPUs, CPUs, DPUs, embedded SoCs, and other accelerated, AI computing processor products, and providers of semiconductor-based high-performance interconnect products based on InfiniBand, Ethernet, Fibre Channel, and proprietary technologies. Some of our competitors may have greater marketing, financial, distribution and manufacturing resources than we do and may be more able to adapt to customers or technological changes. We expect an increasingly competitive environment in the future."}
-{"_id": "NVDA20230074", "title": "NVDA Competition", "text": "Our current competitors include: \u2022suppliers and licensors of hardware and software for discrete and integrated GPUs, custom chips and other accelerated computing solutions, including solutions offered for AI, such as Advanced Micro Devices, Inc., or AMD, Huawei Technologies Co. Ltd., or Huawei, and Intel Corporation, or Intel; \u2022large cloud services companies with internal teams designing hardware and software that incorporate accelerated or AI computing functionality as part of their internal solutions or platforms, such as Alibaba Group, Alphabet Inc., Amazon, Inc., or Amazon, Baidu, Inc., Huawei, and Microsoft Corporation, or Microsoft; \u2022suppliers of Arm-based CPUs and companies that incorporate hardware and software for CPUs as part of their internal solutions or platforms, such as Amazon, Huawei, and Microsoft; \u2022suppliers of hardware and software for SoC products that are used in servers or embedded into automobiles, autonomous machines, and gaming devices, such as Ambarella, Inc., AMD, Broadcom Inc., or Broadcom, Intel, Qualcomm Incorporated, Renesas Electronics Corporation, and Samsung, or companies with internal teams designing SoC products for their own products and services, such as Tesla, Inc.; and \u2022networking products consisting of switches, network adapters (including DPUs), and cable solutions (including optical modules) include such as AMD, Arista Networks, Broadcom, Cisco Systems, Inc., Hewlett Packard Enterprise Company, Huawei, Intel, Lumentum Holdings, and Marvell Technology Group as well as internal teams of system vendors and large cloud services companies."}
-{"_id": "NVDA20230080", "title": "NVDA Patents and Proprietary Rights", "text": "We rely primarily on a combination of patents, trademarks, trade secrets, employee and third-party nondisclosure agreements, and licensing arrangements to protect our IP in the United States and internationally. Our currently issued patents have expiration dates from February 2024 to August 2043. We have numerous patents issued, allowed, and pending in the United States and in foreign jurisdictions. Our patents and pending patent applications primarily relate to our products and the technology used in connection with our products. We also rely on international treaties, organizations, and foreign laws to protect our IP. The laws of certain foreign countries in which our products are or may be manufactured or sold, including various countries in Asia, may not protect our products or IP rights to the same extent as the laws of the United States. This decreased protection makes the possibility of piracy of our technology and products more likely. We continuously assess whether and where to seek formal protection for innovations and technologies based on such factors as: \u2022the location in which our products are manufactured; \u2022our strategic technology or product directions in different countries; \u2022the degree to which IP laws exist and are meaningfully enforced in different jurisdictions; and \u2022the commercial significance of our operations and our competitors' operations in particular countries and regions."}
-{"_id": "NVDA20230082", "title": "NVDA Patents and Proprietary Rights", "text": "We have licensed technology from third parties and expect to continue entering such license agreements."}
-{"_id": "NVDA20230084", "title": "NVDA Government Regulations", "text": "Our worldwide business activities are subject to various laws, rules, and regulations of the United States as well as of foreign governments."}
-{"_id": "NVDA20230085", "title": "NVDA Government Regulations", "text": "During the third quarter of fiscal year 2023, the U.S. government, or the USG, announced licensing requirements that, with certain exceptions, impact exports to China (including Hong Kong and Macau) and Russia of our A100 and H100 integrated circuits, DGX or any other systems or boards which incorporate A100 or H100 integrated circuits."}
-{"_id": "NVDA20230086", "title": "NVDA Government Regulations", "text": "In July 2023, the USG informed us of an additional licensing requirement for a subset of A100 and H100 products destined to certain customers and other regions, including some countries in the Middle East."}
-{"_id": "NVDA20230087", "title": "NVDA Government Regulations", "text": "In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to China and Country Groups D1, D4, and D5 (including but not limited to Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our products exceeding certain performance thresholds, including A100, A800, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate parent headquartered in, Country Group D5, including China. On October 23, 2023, the USG informed us the licensing requirements were effective immediately for shipments of our A100, A800, H100, H800, and L40S products."}
-{"_id": "NVDA20230088", "title": "NVDA Government Regulations", "text": "Our competitive position has been harmed, and our competitive position and future results may be further harmed in the long term, if there are further changes in the USG\u2019s export controls. Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may again change the export control rules at any time and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial results. In the event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing requirements, effectively excluding us from all or part of the China market, as well as other impacted markets, including the Middle East."}
-{"_id": "NVDA20230089", "title": "NVDA Government Regulations", "text": "While we work to enhance the resiliency and redundancy of our supply chain, which is currently concentrated in the Asia-Pacific region, new and existing export controls or changes to existing export controls could limit alternative manufacturing locations and negatively impact our business. Refer to \u201cItem 1A. Risk Factors \u2013 Risks Related to Regulatory, Legal, Our Stock and Other Matters\u201d for a discussion of this potential impact."}
-{"_id": "NVDA20230090", "title": "NVDA Government Regulations", "text": "Compliance with laws, rules, and regulations has not otherwise had a material effect upon our capital expenditures, results of operations, or competitive position and we do not currently anticipate material capital expenditures for environmental control facilities. Compliance with existing or future governmental regulations, including, but not limited to, those pertaining to IP ownership and infringement, taxes, import and export requirements and tariffs, anti-corruption, business acquisitions, foreign exchange controls and cash repatriation restrictions, data privacy requirements, competition and antitrust, advertising, employment, product regulations, cybersecurity, environmental, health and safety requirements, the responsible use of AI, climate change, cryptocurrency, and consumer laws, could increase our costs, impact our competitive position, and otherwise may have a material adverse impact on our business, financial condition and results of operations in subsequent periods. Refer to \u201cItem 1A. Risk Factors\u201d for a discussion of these potential impacts."}
-{"_id": "NVDA20230092", "title": "NVDA Sustainability and Governance", "text": "NVIDIA invents computing technologies that improve lives and address global challenges. Our goal is to integrate sound environmental, social, and corporate governance principles and practices into every aspect of the Company. The Nominating and Corporate Governance Committee of our Board of Directors is responsible for reviewing and discussing with management our practices related to sustainability and corporate governance. We assess our programs annually in consideration of stakeholder expectations, market trends, and business risks and opportunities. These issues are important for our continued business success and reflect the topics of highest concern to NVIDIA and our stakeholders."}
-{"_id": "NVDA20230093", "title": "NVDA Sustainability and Governance", "text": "The following section and the Human Capital Management Section below provide an overview of our principles and practices. More information can be found on our website and in our annual Sustainability Report. Information contained on our website or in our annual Sustainability Report is not incorporated by reference into this or any other report we file with the Securities and Exchange Commission, or the SEC. Refer to \u201cItem 1A. Risk Factors\u201d for a discussion of risks and uncertainties we face related to sustainability."}
-{"_id": "NVDA20230095", "title": "NVDA Climate Change", "text": "In the area of environmental sustainability, we address our climate impacts across our product lifecycle and assess risks, including current and emerging regulations and market impacts."}
-{"_id": "NVDA20230097", "title": "NVDA Climate Change", "text": "In May 2023, we published metrics related to our environmental impact for fiscal year 2023. Fiscal year 2024 metrics are expected to be published in the first half of fiscal year 2025. There has been no material impact to our capital expenditures, results of operations or competitive position associated with global environmental sustainability regulations, compliance, or costs from sourcing renewable energy. By the end of fiscal year 2025, our goal is to purchase"}
-{"_id": "NVDA20230098", "title": "NVDA Climate Change", "text": "or generate enough renewable energy to match 100% of our global electricity usage for our offices and data centers. In fiscal year 2023, we increased the percentage of our total electricity use matched by renewable energy purchases to 44%. By fiscal year 2026, we aim to engage manufacturing suppliers comprising at least 67% of NVIDIA\u2019s scope 3 category 1 GHG emissions with goal of effecting supplier adoption of science-based targets."}
-{"_id": "NVDA20230099", "title": "NVDA Climate Change", "text": "Whether it is creation of technology to power next-generation laptops or designs to support high-performance supercomputers, improving energy efficiency is important in our research, development, and design processes. GPU-accelerated computing is inherently more energy efficient than traditional computing for many workloads because it is optimized for throughput, performance per watt, and certain AI workloads. The energy efficiency of our products is evidenced by our continued strong presence on the Green500 list of the most energy-efficient systems. We powered 24 of the top 30 most energy efficient systems, including the top supercomputer, on the Green500 list."}
-{"_id": "NVDA20230100", "title": "NVDA Climate Change", "text": "We plan to build Earth-2, a digital twin of the Earth on NVIDIA AI and NVIDIA Omniverse platforms. Earth-2 will enable scientists, companies, and policy makers to do ultra-high-resolution predictions of the impact of climate change and explore mitigation and adaptation strategies."}
-{"_id": "NVDA20230102", "title": "NVDA Human Capital Management", "text": "We believe that our employees are our greatest assets, and they play a key role in creating long-term value for our stakeholders. As of the end of fiscal year 2024, we had approximately 29,600 employees in 36 countries, 22,200 were engaged in research and development and 7,400 were engaged in sales, marketing, operations, and administrative positions. The Compensation Committee of our Board of Directors assists in the oversight of policies and strategies relating to human capital management."}
-{"_id": "NVDA20230103", "title": "NVDA Human Capital Management", "text": "To be competitive and execute our business strategy successfully, we must recruit, develop, and retain talented employees, including qualified executives, scientists, engineers, and technical and non-technical staff."}
-{"_id": "NVDA20230105", "title": "NVDA Recruitment", "text": "As the demand for global technical talent continues to be competitive, we have grown our technical workforce and have been successful in attracting top talent to NVIDIA. We have attracted talent globally through our strong employer brand and differentiated hiring strategies for college, professional, and leadership talent. Our workforce is 83% technical and 49% hold advanced degrees. Additionally, we have increased focus on diversity recruiting, resulting in an increase in global female hiring in each channel. Our own employees help to surface top talent, with over 40% of our new hires in fiscal year 2024 coming from employee referrals."}
-{"_id": "NVDA20230107", "title": "NVDA Development and Retention", "text": "To support employee development, we provide opportunities to learn on-the-job through training courses, targeted development programs, mentoring and peer coaching and ongoing feedback. We have a library of live and on-demand learning experiences that include workshops, panel discussions, and speaker forums. We create learning paths focused on our most common development needs and constantly upgrade our offerings to ensure that our employees are exposed to the most current content and technologies available. We offer tuition reimbursement programs to subsidize educational programs and advanced certifications. We implemented a career coaching service to provide one-on-one guidance to employees, and encourage internal job mobility. We have implemented specifically designed mentoring and development programs for women and employees from traditionally underrepresented groups to ensure widespread readiness for future advancement."}
-{"_id": "NVDA20230108", "title": "NVDA Development and Retention", "text": "To evaluate employee sentiment and engagement, we use pulse surveys, a suggestion box, and an anonymous third-party platform. Pulse surveys help us gain insight into employee experience and provides employee-generated ideas so that we can take targeted action. The suggestion box is an always-on, interactive tool where employees share their thoughts about making our company a better place to work. The anonymous third-party platform is designed to protect the identity of the reporter and provide a mechanism for reporters to follow an investigation and receive responses."}
-{"_id": "NVDA20230109", "title": "NVDA Development and Retention", "text": "We want NVIDIA to be a place where people can build their careers over their lifetime. Our employees tend to come and stay. In fiscal year 2024, our overall turnover rate was 2.7%."}
-{"_id": "NVDA20230111", "title": "NVDA Compensation, Benefits, and Well-Being", "text": "Our compensation program rewards performance and is structured to encourage employees to invest in the Company\u2019s future. Employees receive equity, except where unavailable due to local regulations, that is tied to the value of our stock price and vests over time to retain employees while simultaneously aligning their interests with those of our shareholders."}
-{"_id": "NVDA20230113", "title": "NVDA Compensation, Benefits, and Well-Being", "text": "We offer comprehensive benefits to support our employees\u2019 and their families\u2019 physical health, well-being, and financial health. Programs include 401(k) programs in the U.S., statutory and supplemental pension programs outside the U.S., our employee stock purchase program, flexible work hours, and time off policies to address mental health, stress, and time-management challenges. We evaluate our benefit offerings globally and aim to provide comparable support across the regions where we operate. We are committed to providing tailored benefits based on the needs of our Community Resource Groups and continuing our support for parents, both new birth parents and those who wish to become parents."}
-{"_id": "NVDA20230114", "title": "NVDA Compensation, Benefits, and Well-Being", "text": "Our support is enhanced during times of crisis, such as war or economic volatility, to take care of our existing team of world-class talent and their families."}
-{"_id": "NVDA20230116", "title": "NVDA Diversity, Inclusion, and Belonging", "text": "We believe that diverse teams fuel innovation, and we are committed to creating an inclusive culture that supports all employees."}
-{"_id": "NVDA20230117", "title": "NVDA Diversity, Inclusion, and Belonging", "text": "When recruiting for new talent or developing our current employees, we strive to build a diverse talent pipeline that includes those underrepresented in the technology field, including women, Black/African American, and Hispanic/Latino candidates."}
-{"_id": "NVDA20230125", "title": "NVDA Diversity, Inclusion, and Belonging", "text": "To this end, we have been: \u2022Partnering with institutions and professional organizations serving historically underrepresented communities; \u2022Embedding dedicated recruiting teams to business areas to shepherd underrepresented candidates through the interview process and find internal opportunities; \u2022Supporting the development of women employees through programs aimed at building a pipeline of future leaders; \u2022Providing peer support and executive sponsors for our internal community resource groups; \u2022Providing training and education to managers and peers on fostering supportive environments and recruiting for diversity; \u2022Track equity and parity in retention, promotions, pay, and employee engagement scores; and \u2022Measuring year over year progress and providing leadership visibility on diversity efforts."}
-{"_id": "NVDA20230126", "title": "NVDA Diversity, Inclusion, and Belonging", "text": "As of the end of fiscal year 2024, our global workforce was 79% male, 20% female, and 1% not declared, with 6% of our workforce in the United States composed of Black or African American and Hispanic or Latino employees."}
-{"_id": "NVDA20230128", "title": "NVDA Flexible Working Environment", "text": "We support a flexible work environment, understanding that many employees want the ability to work from home under certain conditions. This flexibility supports diverse hiring, retention, and employee engagement, which we believe makes NVIDIA a great place to work."}
-{"_id": "NVDA20230129", "title": "NVDA Flexible Working Environment", "text": "During fiscal year 2025, we will continue to have a flexible work environment and maintain our company wide 2-days off a quarter for employees to rest and recharge."}
-{"_id": "NVDA20230137", "title": "NVDA Information About Our Executive Officers", "text": "The following sets forth certain information regarding our executive officers, their ages, and positions as of February 16, 2024: Name##Age##Position Jen-Hsun Huang##60##President and Chief Executive Officer Colette M. Kress##56##Executive Vice President and Chief Financial Officer Ajay K. Puri##69##Executive Vice President, Worldwide Field Operations Debora Shoquist##69##Executive Vice President, Operations Timothy S. Teter##57##Executive Vice President and General Counsel"}
-{"_id": "NVDA20230138", "title": "NVDA Information About Our Executive Officers", "text": "Jen-Hsun Huang co-founded NVIDIA in 1993 and has served as our President, Chief Executive Officer, and a member of the Board of Directors since our inception. From 1985 to 1993, Mr. Huang was employed at LSI Logic Corporation, a computer chip manufacturer, where he held a variety of positions including as Director of Coreware, the business unit responsible for LSI's SOC. From 1983 to 1985, Mr. Huang was a microprocessor designer for AMD, a semiconductor company. Mr. Huang holds a B.S.E.E. degree from Oregon State University and an M.S.E.E. degree from Stanford University."}
-{"_id": "NVDA20230140", "title": "NVDA Information About Our Executive Officers", "text": "Colette M. Kress joined NVIDIA in 2013 as Executive Vice President and Chief Financial Officer. Prior to NVIDIA, Ms. Kress most recently served as Senior Vice President and Chief Financial Officer of the Business Technology and Operations Finance organization at Cisco Systems, Inc., a networking equipment company, since 2010. At Cisco, Ms. Kress was responsible for financial strategy, planning, reporting and business development for all business segments, engineering and operations. From 1997 to 2010 Ms. Kress held a variety of positions at Microsoft, a software company, including, beginning in 2006, Chief Financial Officer of the Server and Tools division, where Ms. Kress was responsible for financial"}
-{"_id": "NVDA20230141", "title": "NVDA Information About Our Executive Officers", "text": "strategy, planning, reporting and business development for the division. Prior to joining Microsoft, Ms. Kress spent eight years at Texas Instruments Incorporated, a semiconductor company, where she held a variety of finance positions. Ms. Kress holds a B.S. degree in Finance from University of Arizona and an M.B.A. degree from Southern Methodist University."}
-{"_id": "NVDA20230142", "title": "NVDA Information About Our Executive Officers", "text": "Ajay K. Puri joined NVIDIA in 2005 as Senior Vice President, Worldwide Sales and became Executive Vice President, Worldwide Field Operations in 2009. Prior to NVIDIA, he held positions in sales, marketing, and general management over a 22-year career at Sun Microsystems, Inc., a computing systems company. Mr. Puri previously held marketing, management consulting, and product development positions at Hewlett-Packard, an information technology company, Booz Allen Hamilton Inc., a management and technology consulting company, and Texas Instruments Incorporated. Mr. Puri holds a B.S.E.E. degree from the University of Minnesota, an M.S.E.E. degree from the California Institute of Technology and an M.B.A. degree from Harvard Business School."}
-{"_id": "NVDA20230143", "title": "NVDA Information About Our Executive Officers", "text": "Debora Shoquist joined NVIDIA in 2007 as Senior Vice President of Operations and in 2009 became Executive Vice President of Operations. Prior to NVIDIA, Ms. Shoquist served from 2004 to 2007 as Executive Vice President of Operations at JDS Uniphase Corp., a provider of communications test and measurement solutions and optical products for the telecommunications industry. She served from 2002 to 2004 as Senior Vice President and General Manager of the Electro-Optics business at Coherent, Inc., a manufacturer of commercial and scientific laser equipment. Previously, she worked at Quantum Corp., a data protection company, as President of the Personal Computer Hard Disk Drive Division, and at Hewlett-Packard. Ms. Shoquist holds a B.S. degree in Electrical Engineering from Kansas State University and a B.S. degree in Biology from Santa Clara University."}
-{"_id": "NVDA20230144", "title": "NVDA Information About Our Executive Officers", "text": "Timothy S. Teter joined NVIDIA in 2017 as Senior Vice President, General Counsel and Secretary and became Executive Vice President, General Counsel and Secretary in February 2018. Prior to NVIDIA, Mr. Teter spent more than two decades at the law firm of Cooley LLP, where he focused on litigating patent and technology related matters. Prior to attending law school, he worked as an engineer at Lockheed Missiles and Space Company, an aerospace company. Mr. Teter holds a B.S. degree in Mechanical Engineering from the University of California at Davis and a J.D. degree from Stanford Law School."}
-{"_id": "NVDA20230146", "title": "NVDA Available Information", "text": "Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, are available free of charge on or through our website, http://www.nvidia.com, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission, or the SEC. The SEC\u2019s website, http://www.sec.gov, contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our web site and the information on it or connected to it are not a part of this Annual Report on Form 10-K."}
-{"_id": "NVDA20230148", "title": "NVDA Risk Factors", "text": "The following risk factors should be considered in addition to the other information in this Annual Report on Form 10-K. The following risks could harm our business, financial condition, results of operations or reputation, which could cause our stock price to decline. Additional risks, trends and uncertainties not presently known to us or that we currently believe are immaterial may also harm our business, financial condition, results of operations or reputation."}
-{"_id": "NVDA20230152", "title": "NVDA Risks Related to Our Industry and Markets", "text": " \u2022Failure to meet the evolving needs of our industry may adversely impact our financial results. \u2022Competition could adversely impact our market share and financial results."}
-{"_id": "NVDA20230156", "title": "NVDA Risks Related to Demand, Supply and Manufacturing", "text": " \u2022Failure to estimate customer demand accurately has led and could lead to mismatches between supply and demand. \u2022Dependency on third-party suppliers and their technology to manufacture, assemble, test, or package our products reduces our control over product quantity and quality, manufacturing yields, and product delivery schedules and could harm our business. \u2022Defects in our products have caused and could cause us to incur significant expenses to remediate and could damage our business."}
-{"_id": "NVDA20230168", "title": "NVDA Risks Related to Our Global Operating Business", "text": " \u2022Adverse economic conditions may harm our business. \u2022International sales and operations are a significant part of our business, which exposes us to risks that could harm our business. \u2022Product, system security and data breaches and cyber-attacks could disrupt our operations and adversely affect our financial condition, stock price and reputation. \u2022Business disruptions could harm our operations and financial results. \u2022Climate change may have a long-term impact on our business. \u2022We may not be able to realize the potential benefits of business investments or acquisitions, nor successfully integrate acquisition targets. \u2022A significant amount of our revenue stems from a limited number of partners and distributors and we have a concentration of sales to end customers, and our revenue could be adversely affected if we lose or are prevented from selling to any of these end customers. \u2022We may be unable to attract, retain and motivate our executives and key employees. \u2022Modification or interruption of our business processes and information systems may disrupt our business, and internal controls. \u2022Our operating results have in the past fluctuated and may in the future fluctuate, and if our operating results are below the expectations of securities analysts or investors, our stock price could decline."}
-{"_id": "NVDA20230178", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": " \u2022We are subject to complex laws, rules and regulations, and political and other actions, which may adversely impact our business. \u2022Increased scrutiny from shareholders, regulators, and others regarding our corporate sustainability practices could result in financial, reputational, or operational harm and liability. \u2022Issues relating to the responsible use of our technologies, including AI, may result in reputational or financial harm and liability. \u2022Adequately protecting our IP rights could be costly, and our ability to compete could be harmed if we are unsuccessful or if we are prohibited from making or selling our products. \u2022We are subject to stringent and changing data privacy and security laws, rules, regulations, and other obligations. These areas could damage our reputation, deter customers, affect product design, or result in legal or regulatory proceedings and liability. \u2022Our operating results may be adversely impacted by additional tax liabilities, higher than expected tax rates, changes in tax laws, and other tax-related factors. \u2022Our business is exposed to the risks associated with litigation, investigations, and regulatory proceedings. \u2022Our indebtedness could adversely affect our financial position and cash flows from operations and prevent us from implementing our strategy or fulfilling our contractual obligations. \u2022Delaware law, provisions in our governing documents and our agreement with Microsoft could delay or prevent a change in control."}
-{"_id": "NVDA20230181", "title": "NVDA Risks Related to Our Industry and Markets", "text": "Failure to meet the evolving needs of our industry and markets may adversely impact our financial results."}
-{"_id": "NVDA20230182", "title": "NVDA Risks Related to Our Industry and Markets", "text": "Our accelerated computing platforms experience rapid changes in technology, customer requirements, competitive products, and industry standards."}
-{"_id": "NVDA20230192", "title": "NVDA Risks Related to Our Industry and Markets", "text": "Our success depends on our ability to: \u2022timely identify industry changes, adapt our strategies, and develop new or enhance and maintain existing products and technologies that meet the evolving needs of these markets, including due to unexpected changes in industry standards or disruptive technological innovation that could render our products incompatible with products developed by other companies; \u2022develop or acquire new products and technologies through investments in research and development; \u2022launch new offerings with new business models including software, services, and cloud solutions, as well as software-, infrastructure-, or platform-as-a-service solutions; \u2022expand the ecosystem for our products and technologies; \u2022meet evolving and prevailing customer and industry safety, security, reliability expectations, and compliance standards; \u2022manage product and software lifecycles to maintain customer and end-user satisfaction; \u2022develop, acquire, maintain, and secure access to the internal and external infrastructure needed to scale our business, including sufficient energy for powering data centers using our products, acquisition integrations, customer support, e-commerce, IP licensing capabilities and cloud service capacity; and \u2022complete technical, financial, operational, compliance, sales and marketing investments for the above activities."}
-{"_id": "NVDA20230193", "title": "NVDA Risks Related to Our Industry and Markets", "text": "We have invested in research and development in markets where we have a limited operating history, which may not produce meaningful revenue for several years, if at all. If we fail to develop or monetize new products and technologies, or if they do not become widely adopted, our financial results could be adversely affected. Obtaining design wins may involve a lengthy process and depends on our ability to anticipate and provide features and functionality that customers will demand. They also do not guarantee revenue. Failure to obtain a design win may prevent us from obtaining future design wins in subsequent generations. We cannot ensure that the products and technologies we bring to market will provide value to our customers and partners. If we fail any of these key success criteria, our financial results may be harmed."}
-{"_id": "NVDA20230194", "title": "NVDA Risks Related to Our Industry and Markets", "text": "We have begun offering enterprise customers NVIDIA DGX Cloud services directly and through our network of partners, which include cloud-based infrastructure, software and services for training and deploying AI models, and NVIDIA AI Foundations for customizable pretrained AI models. We have partnered with CSPs to host such software and services in their data centers, and we entered and may continue to enter into multi-year cloud service agreements to support these offerings and our research and development activities. The timing and availability of these cloud services has changed and may continue to change, impacting our revenue, expenses, and development timelines. NVIDIA DGX Cloud services may not be successful and will take time, resources, and investment. We also offer or plan to offer standalone software solutions, including NVIDIA AI Enterprise, NVIDIA Omniverse, NVIDIA DRIVE, and several other software solutions. These new business models or strategies may not be successful, and we may fail to sell any meaningful standalone software or services. We may incur significant costs and may not achieve any significant revenue from these offerings."}
-{"_id": "NVDA20230195", "title": "NVDA Risks Related to Our Industry and Markets", "text": "Competition could adversely impact our market share and financial results."}
-{"_id": "NVDA20230196", "title": "NVDA Risks Related to Our Industry and Markets", "text": "Our target markets remain competitive, and competition may intensify with expanding and changing product and service offerings, industry standards, customer needs, new entrants and consolidations. Our competitors\u2019 products, services and technologies, including those mentioned above in this Annual Report on Form 10-K, may be cheaper or provide better functionality or features than ours, which has resulted and may in the future result in lower-than-expected selling prices for our products. Some of our competitors operate their own fabrication facilities, and have longer operating histories, larger customer bases, more comprehensive IP portfolios and patent protections, more design wins, and greater financial, sales, marketing and distribution resources than we do. These competitors may be able to acquire market share and/or prevent us from doing so, more effectively identify and capitalize upon opportunities in new markets and end-user trends, more quickly transition their products, and impinge on our ability to procure sufficient foundry capacity and scarce input materials during a supply-constrained environment, which could harm our business. Some of our customers have in-house expertise and internal development capabilities similar to some of ours and can use or develop their own solutions to replace those we are providing. For example, others may offer cloud-based services that compete with our AI cloud service offerings, and we may not be able to establish market share sufficient to achieve the scale necessary to meet our business objectives. If we are unable to successfully compete in this environment, demand for our products, services and technologies could decrease and we may not establish meaningful revenue."}
-{"_id": "NVDA20230198", "title": "NVDA Risks Related to Demand, Supply and Manufacturing", "text": "Failure to estimate customer demand accurately has led and could lead to mismatches between supply and demand."}
-{"_id": "NVDA20230199", "title": "NVDA Risks Related to Demand, Supply and Manufacturing", "text": "We use third parties to manufacture and assemble our products, and we have long manufacturing lead times. We are not provided guaranteed wafer, component and capacity supply, and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and excess inventory, has varied across our market platforms, and has significantly harmed our financial results."}
-{"_id": "NVDA20230201", "title": "NVDA Risks Related to Demand, Supply and Manufacturing", "text": "We build finished products and maintain inventory in advance of anticipated demand. While we have in the past entered and may in the future enter into long-term supply and capacity commitments, we may not be able to secure sufficient"}
-{"_id": "NVDA20230202", "title": "NVDA Risks Related to Demand, Supply and Manufacturing", "text": "commitments for capacity to address our business needs, or our long-term demand expectations may change. These risks may increase as we shorten our product development cycles, enter new lines of business, or integrate new suppliers or components into our supply chain, creating additional supply chain complexity. Additionally, our ability to sell certain products has been and could be impeded if components necessary for the finished products are not available from third parties. This risk may increase as a result of our platform strategy. In periods of shortages impacting the semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on our orders may be extended. We have previously experienced and may continue to experience extended lead times of more than 12 months. We have paid premiums and provided deposits to secure future supply and capacity, which have increased our product costs and may continue to do so. If our existing suppliers are unable to scale their capabilities to meet our supply needs, we may require additional sources of capacity, which may require additional deposits. We may not have the ability to reduce our supply commitments at the same rate or at all if our revenue declines."}
-{"_id": "NVDA20230217", "title": "NVDA Risks Related to Demand, Supply and Manufacturing", "text": "Many additional factors have caused and/or could in the future cause us to either underestimate or overestimate our customers\u2019 future demand for our products, or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: \u2022changes in product development cycles and time to market; \u2022competing technologies and competitor product releases and announcements; \u2022changes in business and economic conditions resulting in decreased end demand; \u2022sudden or sustained government lockdowns or actions to control case spread of global or local health issues; \u2022rapidly changing technology or customer requirements; \u2022the availability of sufficient data center capacity and energy for customers to procure; \u2022new product introductions and transitions resulting in less demand for existing products; \u2022new or unexpected end-use cases; \u2022increase in demand for competitive products, including competitive actions; \u2022business decisions made by third parties; \u2022the demand for accelerated or AI-related cloud services, including our own software and NVIDIA DGX Cloud services; \u2022changes that impact the ecosystem for the architectures underlying our products and technologies; \u2022the demand for our products; or \u2022government actions or changes in governmental policies, such as export controls or increased restrictions on gaming usage."}
-{"_id": "NVDA20230218", "title": "NVDA Risks Related to Demand, Supply and Manufacturing", "text": "Demand for our data center systems and products surged in fiscal year 2024. Entering fiscal year 2025, we are gathering customer demand indications across several product transitions. We have demand visibility for our new data center products ramping later in fiscal year 2025. We have increased our supply and capacity purchases with existing suppliers, added new vendors and entered into prepaid manufacturing and capacity agreements. These increased purchase volumes, the number of suppliers, and the integration of new vendors into our supply chain may create more complexity and execution risk. We may continue to enter into new supplier and capacity arrangements. Our purchase commitments and obligations for inventory and manufacturing capacity at the end of fiscal year 2024 were impacted by shortening lead times for certain components. Supply of Hopper architecture products is improving, and demand remains very strong. We expect our next-generation products to be supply-constrained based upon demand indications. We may incur inventory provisions or impairments if our inventory or supply or capacity commitments exceed demand for our products or demand declines."}
-{"_id": "NVDA20230220", "title": "NVDA Risks Related to Demand, Supply and Manufacturing", "text": "Our customer orders and longer-term demand estimates may change or may not be correct, as we have experienced in the past. Product transitions are complex and can impact our revenue as we often ship both new and prior architecture products simultaneously and we and our channel partners prepare to ship and support new products. Due to our product introduction cycles, we are almost always in various stages of transitioning the architecture of our Data Center, Professional Visualization, and Gaming products. We will have a broader and faster Data Center product launch cadence to meet a growing and diverse set of AI opportunities. The increased frequency of these transitions may magnify the challenges associated with managing our supply and demand due to long manufacturing lead times. Qualification time for new products, customers anticipating product transitions and channel partners reducing channel inventory of prior architectures ahead of new product introductions can create reductions or volatility in our revenue. We have experienced and may in the future experience reduced demand for current generation architectures when customers anticipate"}
-{"_id": "NVDA20230221", "title": "NVDA Risks Related to Demand, Supply and Manufacturing", "text": "transitions, and we may be unable to sell multiple product architectures at the same time for current and future architecture transitions. If we are unable to execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increasing frequency and complexity of newly introduced products may result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty or other costs or result in product delays. Deployment of new products to customers creates additional challenges due to the complexity of our technologies, which has impacted and may in the future impact the timing of customer purchases or otherwise impact our demand. While we have managed prior product transitions and have previously sold multiple product architectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our supply mix, and we may incur additional costs."}
-{"_id": "NVDA20230222", "title": "NVDA Risks Related to Demand, Supply and Manufacturing", "text": "Many end customers often do not purchase directly from us but instead purchase indirectly through multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by our multiple OEMs, ODMs, system integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have impacted and could in the future continue to impact our ability to properly forecast demand, particularly as they are based on estimates provided by various downstream parties."}
-{"_id": "NVDA20230223", "title": "NVDA Risks Related to Demand, Supply and Manufacturing", "text": "If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production and we may not be able to obtain sufficient inventory to fill orders on a timely basis. Even if we are able to increase supply to meet customer demand, we may not be able to do so in a timely manner, or our contract manufacturers may experience supply constraints. If we cannot procure sufficient supply to meet demand or otherwise fail to fulfill our customers\u2019 orders on a timely basis, or at all, our customer relationships could be damaged, we could lose revenue and market share and our reputation could be harmed. Additionally, since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any one component have had and may have a broader revenue impact."}
-{"_id": "NVDA20230224", "title": "NVDA Risks Related to Demand, Supply and Manufacturing", "text": "If we overestimate our customers\u2019 future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including due to channel pricing programs that we have implemented and may continue to implement, as a result of our overestimation of future demand, and we may need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers\u2019 increase in prices, and we may need to continue to do so for other products in the future. We have also written down our inventory, incurred cancellation penalties, and recorded impairments and may have to do so in the future. These impacts were amplified by our placement of non-cancellable and non-returnable purchasing terms well in advance of our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of these impacts has increased and may continue to increase as our purchase obligations and prepaids have grown and are expected to continue to grow and become a greater portion of our total supply. All of these factors may negatively impact our gross margins and financial results."}
-{"_id": "NVDA20230225", "title": "NVDA Risks Related to Demand, Supply and Manufacturing", "text": "We build technology and introduce products for new and innovative use cases and applications, such as NVIDIA DGX Cloud services, NVIDIA AI Foundations, Omniverse platform, LLMs, and generative AI models. Our demand estimates for new use cases, applications, and services can be incorrect and create volatility in our revenue or supply levels, and we may not be able to generate significant revenue from these use cases, applications, and services. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for Data Center, the long-term trajectory is unknown. Because our products may be used in multiple use cases and applications, it is difficult for us to estimate with any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. Additionally, we started shipping our CPU product offerings, the Grace CPU and Grace Hopper Superchips, in the third quarter of fiscal year 2024. Our ability to adequately predict our CPU demand may create volatility in our revenue or supply levels."}
-{"_id": "NVDA20230226", "title": "NVDA Risks Related to Demand, Supply and Manufacturing", "text": "Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if we experience other supply constraints caused by natural disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to our supply continuity, could have a material adverse impact on us."}
-{"_id": "NVDA20230228", "title": "NVDA Risks Related to Demand, Supply and Manufacturing", "text": "The use of our GPUs other than that for which they were designed and marketed, including new and unexpected use cases, has impacted and can in the future impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, several years ago, our Gaming GPUs began to be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new compute technologies, price changes in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in the method of verifying blockchain transactions, has impacted and can in the future impact cryptocurrency mining and demand for our products and can further impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased aftermarket sales of our"}
-{"_id": "NVDA20230229", "title": "NVDA Risks Related to Demand, Supply and Manufacturing", "text": "GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or previously sold products may be resold online or on the unauthorized \u201cgray market,\u201d which also makes demand forecasting difficult. Gray market products and reseller marketplaces compete with our new products and distribution channels."}
-{"_id": "NVDA20230230", "title": "NVDA Risks Related to Demand, Supply and Manufacturing", "text": "Additionally, we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our platforms. We also rely on third-party content providers and publishers to make their content available on our platforms, such as GeForce NOW. Failure by developers, customers, and other third parties to build, enhance, and maintain applications that leverage our platforms, or failure by third-party content providers or publishers to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adversely affect customer demand."}
-{"_id": "NVDA20230231", "title": "NVDA Risks Related to Demand, Supply and Manufacturing", "text": "Dependency on third-party suppliers and their technology to manufacture, assemble, test, or package our products reduces our control over product quantity and quality, manufacturing yields, and product delivery schedules and could harm our business."}
-{"_id": "NVDA20230244", "title": "NVDA Risks Related to Demand, Supply and Manufacturing", "text": "We depend on foundries to manufacture our semiconductor wafers using their fabrication equipment and techniques. We do not assemble, test, or package our products, but instead contract with independent subcontractors. These subcontractors assist with procuring components used in our systems, boards, and products. We face several risks which have adversely affected or could adversely affect our ability to meet customer demand and scale our supply chain, negatively impact longer-term demand for our products and services, and adversely affect our business operations, gross margin, revenue and/or financial results, including: \u2022lack of guaranteed supply of wafer, component and capacity or decommitment and potential higher wafer and component prices, from incorrectly estimating demand and failing to place orders with our suppliers with sufficient quantities or in a timely manner; \u2022failure by our foundries or contract manufacturers to procure raw materials or provide adequate levels of manufacturing or test capacity for our products; \u2022failure by our foundries to develop, obtain or successfully implement high quality process technologies, including transitions to smaller geometry process technologies such as advanced process node technologies and memory designs needed to manufacture our products; \u2022failure by our suppliers to comply with our policies and expectations and emerging regulatory requirements; \u2022limited number and geographic concentration of global suppliers, foundries, contract manufacturers, assembly and test providers and memory manufacturers; \u2022loss of a supplier and additional expense and/or production delays as a result of qualifying a new foundry or subcontractor and commencing volume production or testing in the event of a loss, addition or change of a supplier; \u2022lack of direct control over product quantity, quality and delivery schedules; \u2022suppliers or their suppliers failing to supply high quality products and/or making changes to their products without our qualification; \u2022delays in product shipments, shortages, a decrease in product quality and/or higher expenses in the event our subcontractors or foundries prioritize our competitors\u2019 or other customers\u2019 orders over ours; \u2022requirements to place orders that are not cancellable upon changes in demand or requirements to prepay for supply in advance; \u2022low manufacturing yields resulting from a failure in our product design or a foundry\u2019s proprietary process technology; and \u2022disruptions in manufacturing, assembly and other processes due to closures related to heat waves, earthquakes, fires, or other natural disasters and electricity conservation efforts."}
-{"_id": "NVDA20230245", "title": "NVDA Risks Related to Demand, Supply and Manufacturing", "text": "Defects in our products have caused and could cause us to incur significant expenses to remediate, which can damage our reputation and cause us to lose market share."}
-{"_id": "NVDA20230247", "title": "NVDA Risks Related to Demand, Supply and Manufacturing", "text": "Our hardware and software product and service offerings are complex. They have in the past and may in the future contain defects or security vulnerabilities or experience failures or unsatisfactory performance due to any number of issues in design, fabrication, packaging, materials, bugs and/or use within a system. These risks may increase as our products are introduced into new devices, markets, technologies and applications or as new versions are released. These risks further increase when we rely on partners to supply and manufacture components that are used in our products, as these arrangements reduce our direct control over production. AI software products we or our partners offer rely on"}
-{"_id": "NVDA20230248", "title": "NVDA Risks Related to Demand, Supply and Manufacturing", "text": "training data that may originate from third parties and new training methods, and the resulting products may contain unknown or undetected defects and errors, or reflect unintended bias. Although arrangements with component providers may contain provisions for product defect expense reimbursement, we generally remain responsible to the customer for warranty product defects that may occur from time to time. Some failures in our products or services have been in the past and may in the future be only discovered after a product or service has been shipped or used. Undiscovered vulnerabilities in our products or services could result in loss of data or intangible property, or expose our customers to unscrupulous third parties who develop and deploy malicious software programs that could attack our products or services. Defects or failure of our offerings to perform to specifications could lead to substantial damage to the products in which our offerings have been integrated by OEMs, ODMs, AIBs and automotive manufacturers and tier 1 automotive suppliers, and to the user of such end product. Any such defect may cause us to incur significant warranty, support and repair or replacement costs as part of a product recall or otherwise, write-off the value of related inventory, and divert the attention of our engineering and management personnel from our product development efforts to find and correct the issue. Our efforts to remedy these issues may not be timely or satisfactory to our customers. An error or defect in new products, releases or related software drivers after commencement of commercial shipments could result in failure to achieve market acceptance, loss of design wins, temporary or permanent withdrawal from a product or market and harm to our relationships with existing and prospective customers and partners and consumers\u2019 perceptions of our brand, which would in turn negatively impact our business operations, gross margin, revenue and/or financial results. We may be required to reimburse our customers, partners or consumers, including for costs to repair or replace products in the field or in connection with indemnification obligations, or pay fines imposed by regulatory agencies."}
-{"_id": "NVDA20230249", "title": "NVDA Risks Related to Demand, Supply and Manufacturing", "text": "For example, in fiscal year 2023, a defect was identified in a third-party component embedded in certain Data Center products. This defect has had, and other defects may in the future have, an adverse effect on our cost and supply of components and finished goods. These costs could be significant in future periods. We recorded a net warranty liability during fiscal year 2023 primarily in connection with this defect. While we believe we have accurately recorded for warranty obligations, we may need to record additional amounts in the future if our estimate proves to be incorrect. In general, if a product liability claim regarding any of our products is brought against us, even if the alleged damage is due to the actions or inactions of a third party, such as within our supply chain, the cost of defending the claim could be significant and would divert the efforts of our technical and management personnel and harm our business. Further, our business liability insurance may be inadequate or future coverage may be unavailable on acceptable terms, which could adversely impact our financial results."}
-{"_id": "NVDA20230251", "title": "NVDA Risks Related to Our Global Operating Business", "text": "Adverse economic conditions may harm our business."}
-{"_id": "NVDA20230261", "title": "NVDA Risks Related to Our Global Operating Business", "text": "Economic and industry uncertainty or changes, including recession or slowing growth, inflation, changes or uncertainty in fiscal, monetary or trade policy, disruptions to capital markets and the banking system, currency fluctuations, higher interest rates, tighter credit, lower capital expenditures by businesses, including on IT infrastructure, increases in unemployment, labor shortages, and lower consumer confidence and spending, global supply chain constraints and global economic and geopolitical developments have in the past and/or could in the future have adverse, wide-ranging effects on our business and financial results, including: \u2022increased costs for wafers, components, logistics, and other supply chain expenses, which have negatively impacted our gross margin in the past and may do so in the future; \u2022increased supply, employee, facilities and infrastructure costs and volatility in the financial markets, which have reduced and may in the future reduce our margins; \u2022decrease in demand for our products, services and technologies and those of our customers, partners or licensees; \u2022the inability of our suppliers to deliver on their supply commitments to us and our customers\u2019 or our licensees\u2019 inability to supply products to customers and/or end users; \u2022limits on our ability to forecast operating results and make business decisions; \u2022the insolvency of key suppliers, distributors, customers, cloud service providers, data center providers, licensing parties or other third parties we rely on; \u2022reduced profitability of customers, which may cause them to scale back operations, exit businesses, file for bankruptcy protection and potentially cease operations, or lead to mergers, consolidations or strategic alliances among other companies, which could adversely affect our ability to compete effectively; and \u2022increased credit and collectability risks, higher borrowing costs or reduced availability of capital markets, reduced liquidity, adverse impacts on our customers and suppliers, failures of counterparties, including financial institutions and insurers, asset impairments, and declines in the value of our financial instruments."}
-{"_id": "NVDA20230262", "title": "NVDA Risks Related to Our Global Operating Business", "text": "Adverse developments affecting financial institutions, such as bank failures or instability, or concerns or speculation about similar events or risks, could lead to market-wide liquidity problems and other disruptions, which could impact our customers\u2019 ability to fulfill their payment obligations to us, our vendors\u2019 ability to fulfill their contractual obligations to us, or our ability to fulfill our own obligations."}
-{"_id": "NVDA20230263", "title": "NVDA Risks Related to Our Global Operating Business", "text": "Additionally, we maintain an investment portfolio of various holdings, types, and maturities. These investments are subject to general credit, liquidity, market and interest rate risks, which may be exacerbated by market downturns or events that affect global financial markets, as described above. A majority of our investment portfolio comprises USG securities. A decline in global financial markets for long periods or a downgrade of the USG credit rating due to an actual or threatened default on government debt could result in higher interest rates, a decline in the value of the U.S. dollar, reduced market liquidity or other adverse conditions. These factors could cause an unrealized or realized loss position in our investments or require us to record impairment charges."}
-{"_id": "NVDA20230264", "title": "NVDA Risks Related to Our Global Operating Business", "text": "International sales and operations are a significant part of our business, which exposes us to risks that could harm our business."}
-{"_id": "NVDA20230265", "title": "NVDA Risks Related to Our Global Operating Business", "text": "We sell our products internationally, and we also have operations and conduct business internationally. Our semiconductor wafers are manufactured, assembled, tested and packaged by third parties located outside of the United States, and we generated 56% of our revenue in fiscal year 2024 from sales outside of the United States. Our sales to China decreased as a percentage of total Data Center revenue from 19% in fiscal year 2023 to 14% in fiscal year 2024. Although we have not received licenses from the USG to ship restricted products to China, we have started to ship alternatives to the China market in small volumes. China represented a mid-single digit percentage of our Data Center revenue in the fourth quarter of fiscal year 2024 due to USG licensing requirements and we expect China to be in a similar range in the first quarter of fiscal year 2025. The global nature of our business subjects us to a number of risks and uncertainties, which have had in the past and could in the future have a material adverse effect on our business, financial condition and results of operations. These include domestic and international economic and political conditions in countries in which we and our suppliers and manufacturers do business, government lockdowns to control case spread of global or local health issues, differing legal standards with respect to protection of IP and employment practices, different domestic and international business and cultural practices, disruptions to capital markets, counter-inflation policies, currency fluctuations, natural disasters, acts of war or other military actions, terrorism, public health issues and other catastrophic events."}
-{"_id": "NVDA20230266", "title": "NVDA Risks Related to Our Global Operating Business", "text": "Product, system security, and data protection breaches, as well as cyber-attacks, could disrupt our operations, reduce our expected revenue, increase our expenses, and significantly harm our business and reputation."}
-{"_id": "NVDA20230267", "title": "NVDA Risks Related to Our Global Operating Business", "text": "Security breaches, computer malware, social-engineering attacks, denial-of-service attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, and other cyber-attacks are becoming increasingly sophisticated, making it more difficult to successfully detect, defend against them or implement adequate preventative measures."}
-{"_id": "NVDA20230268", "title": "NVDA Risks Related to Our Global Operating Business", "text": "Cyber-attacks, including ransomware attacks by organized criminal threat actors, nation-states, and nation-state-supported actors, may become more prevalent and severe. Our ability to recover from ransomware attacks may be limited if our backups have been affected by the attack, or if restoring from backups is delayed or not feasible."}
-{"_id": "NVDA20230270", "title": "NVDA Risks Related to Our Global Operating Business", "text": "Individuals, groups of hackers and sophisticated organizations, including nation-states and nation-state-supported actors, and other threat actors have engaged and are expected to continue to engage in cyber-attacks. Additionally, some actors are using AI technology to launch more automated, targeted and coordinated attacks. Due to geopolitical conflicts and during times of war or other major conflicts, we and the third parties we rely upon may be vulnerable to a heightened risk of cyber-attacks that could materially disrupt our ability to provide services and products. We may also face cybersecurity threats due to error or intentional misconduct by employees, contractors or other third-party service providers. Certain aspects of effective cybersecurity are dependent upon our employees, contractors and/or other third-party service providers safeguarding our sensitive information and adhering to our security policies and access control mechanisms. We have in the past experienced, and may in the future experience, security incidents arising from a failure to properly handle sensitive information or adhere to our security policies and access control mechanisms and, although no such events have had a material adverse effect on our business, there can be no assurance that an insider threat will not result in an incident that is material to us. Furthermore, we rely on products and services provided by third-party suppliers to operate certain critical business systems, including without limitation, cloud-based infrastructure, encryption and authentication technology, employee email and other functions, which exposes us to supply-chain attacks or other business disruptions. We cannot guarantee that third parties and infrastructure in our supply chain or our partners\u2019 supply chains have not been compromised or that they do not contain exploitable vulnerabilities, defects or bugs that could result in a breach of or disruption to our information technology systems, including our products and services, or the third-party information technology systems that support our services. We may also incorporate third-party data into our AI algorithms or use open-source datasets to train our algorithms. These datasets may be flawed, insufficient, or contain certain biased information, and may otherwise be vulnerable to security incidents. We may have limited insight into the data privacy or security practices of third-party suppliers, including for our AI algorithms. Our ability to monitor these third parties\u2019 information security practices is limited, and they may not have adequate information security measures in place. In addition, if one of our third-party suppliers suffers a security incident (which has happened in the"}
-{"_id": "NVDA20230271", "title": "NVDA Risks Related to Our Global Operating Business", "text": "past and may happen in the future), our response may be limited or more difficult because we may not have direct access to their systems, logs and other information related to the security incident. Additionally, we are incorporated into the supply chain of a large number of entities worldwide and, as a result, if our products or services are compromised, a significant number of our customers and their data could be affected, which could result in potential liability and harm our business."}
-{"_id": "NVDA20230272", "title": "NVDA Risks Related to Our Global Operating Business", "text": "To defend against security incidents, we must continuously engineer more secure products and enhance security and reliability features, which is expected to result in increased expenses. We must also continue to develop our security measures, including training programs and security awareness initiatives, designed to ensure our suppliers have appropriate security measures in place, and continue to meet the evolving security requirements of our customers, applicable industry standards, and government regulations. While we invest in training programs and security awareness initiatives and take steps to detect and remediate certain vulnerabilities that we have identified, we may not always be able to prevent threats or detect and mitigate all vulnerabilities in our security controls, systems or software, including third-party software we have installed, as such threats and techniques change frequently and may not be detected until after a security incident has occurred. Further, we may experience delays in developing and deploying remedial measures designed to address identified vulnerabilities. These vulnerabilities could result in reputational and financial harm, and if exploited, these vulnerabilities could result in a security incident."}
-{"_id": "NVDA20230273", "title": "NVDA Risks Related to Our Global Operating Business", "text": "We hold confidential, sensitive, personal and proprietary information, including information from partners and customers. Breaches of our security measures, along with reported or perceived vulnerabilities or unapproved dissemination of proprietary information or sensitive or confidential data about us or third parties, could expose us and the parties affected to a risk of loss, or misuse of this information, potentially resulting in litigation and subsequent liability, regulatory inquiries or actions, damage to our brand and reputation or other harm, including financial, to our business. For example, we hold proprietary game source code from third-party partners in our GFN service. Breaches of our GFN security measures, which have happened in the past, could expose our partners to a risk of loss or misuse of this source code, damage both us and our partners, and expose NVIDIA to potential litigation and liability. If we or a third party we rely on experience a security incident, which has occurred in the past, or are perceived to have experienced a security incident, we may experience adverse consequences, including government enforcement actions, additional reporting requirements and/or oversight, restrictions on processing data, litigation, indemnification obligations, reputational harm, diversion of funds, diversion of management attention, financial loss, loss of data, material disruptions in our systems and operations, supply chain, and ability to produce, sell and distribute our goods and services, and other similar harms. Inability to fulfill orders, delayed sales, lower margins or lost customers as a result of these disruptions could adversely affect our financial results, stock price and reputation. Applicable data privacy and security obligations may require us to notify relevant stakeholders, including affected individuals, customers, regulators and investors, of security incidents, and mandatory disclosure of such incidents could lead to negative publicity. In addition to experiencing a security incident, third parties may gather, collect or infer sensitive information about us from public sources, data brokers or other means that reveals competitively sensitive details about our organization and could be used to harm our business."}
-{"_id": "NVDA20230274", "title": "NVDA Risks Related to Our Global Operating Business", "text": "Business disruptions could harm our operations, lead to a decline in revenue and increase our costs."}
-{"_id": "NVDA20230276", "title": "NVDA Risks Related to Our Global Operating Business", "text": "Our worldwide operations could be disrupted by natural disasters and extreme weather conditions, power or water shortages, telecommunications failures, supplier disruptions, terrorist attacks, acts of violence, political and/or civil unrest, acts of war or other military actions, epidemics or pandemics, abrupt regulatory deterioration, and other natural or man-made disasters and catastrophic events. Our corporate headquarters, a large portion of our current data center capacity, and a portion of our research and development activities are located in California, and other critical business operations, finished goods inventory and some of our suppliers are located in Asia, making our operations vulnerable to natural disasters such as earthquakes, wildfires or other business disruptions occurring in these geographical areas. Catastrophic events can also have an impact on third-party vendors who provide us critical infrastructure services for IT and research and development systems and personnel. Our business continuity and disaster recovery planning may not be sufficient for all eventualities. Geopolitical and domestic political developments and other events beyond our control, can increase economic volatility globally. Political instability, changes in government or adverse political developments in or around any of the major countries in which we do business may harm our business, financial condition and results of operations. Worldwide geopolitical tensions and conflicts, including but not limited to China, Hong Kong, Israel, Korea and Taiwan where the manufacture of our product components and final assembly of our products are concentrated may result in changing regulatory requirements, and other disruptions that could impact our operations and operating strategies, product demand, access to global markets, hiring, and profitability. For example, other countries have restricted and may continue in the future to restrict business with the State of Israel, where we have engineering, sales support operations and manufacturing, and companies with Israeli operations, including by economic boycotts. Our operations could be harmed and our costs could increase if manufacturing, logistics or other operations are disrupted for any reason, including natural disasters, high heat events or water shortages, power shortages, information technology system failures or cyber-attacks, military actions or economic, business, labor, environmental, public health, or political issues. The ultimate impact on us, our third-party foundries and other suppliers of being located and consolidated in certain geographical areas is unknown. In the event a disaster, war or catastrophic event affects us, the third-party systems on which we rely, or our customers, our business could be harmed as a result of declines in revenue, increases in expenses, and substantial expenditures and time spent to fully resume operations. All of these risks and conditions could materially adversely affect our future sales and operating results."}
-{"_id": "NVDA20230277", "title": "NVDA Risks Related to Our Global Operating Business", "text": "We are monitoring the impact of the geopolitical conflict in and around Israel on our operations, including the health and safety of our approximately 3,700 employees in the region who primarily support the research and development, operations, and sales and marketing of our networking products. Our operating expenses in fiscal year 2024 include expenses for financial support to impacted employees and charitable activity. We believe our global supply chain for our networking products has not experienced any significant impact. Further, in connection with the conflict, a substantial number of our employees in the region have been called-up for active military duty in Israel. Accordingly, some of our employees in Israel have been absent for an extended period and they or others may continue to be absent, which may cause disruption to our product development or operations. We did not experience any significant impact or expense to our business; however, if the conflict is further extended, it could impact future product development, operations, and revenue or create other uncertainty for our business."}
-{"_id": "NVDA20230278", "title": "NVDA Risks Related to Our Global Operating Business", "text": "Additionally, interruptions or delays in services from CSPs, data center co-location partners, and other third parties on which we rely, including due to the events described above or other events such as the insolvency of these parties, could impair our ability to provide our products and services and harm our business. As we increase our reliance on these third-party systems and services, our exposure to damage from service interruptions, defects, disruptions, outages, shortages and other performance and quality problems may increase. Data centers depend on access to clean water and predictable energy. Power or water shortages, or regulations that limit energy or water availability, could impair the ability of our customers to expand their data center capacity and consume our products and services."}
-{"_id": "NVDA20230279", "title": "NVDA Risks Related to Our Global Operating Business", "text": "Climate change may have a long-term impact on our business."}
-{"_id": "NVDA20230280", "title": "NVDA Risks Related to Our Global Operating Business", "text": "Climate change may have an increasingly adverse impact on our business and on our customers, partners and vendors. Water and energy availability and reliability in the regions where we conduct business is critical, and certain of our facilities may be vulnerable to the impacts of extreme weather events. Extreme heat and wind coupled with dry conditions in Northern California may lead to power safety shut offs due to wildfire risk, which can have adverse implications for our Santa Clara, California headquarter offices and data centers, including impairing the ability of our employees to work effectively. Climate change, its impact on our supply chain and critical infrastructure worldwide and its potential to increase political instability in regions where we, our customers, partners and our vendors do business, may disrupt our business and cause us to experience higher attrition, losses and costs to maintain or resume operations. Although we maintain insurance coverage for a variety of property, casualty, and other risks, the types and amounts of insurance we obtain vary depending on availability and cost. Some of our policies have large deductibles and broad exclusions, and our insurance providers may be unable or unwilling to pay a claim. Losses not covered by insurance may be large, which could harm our results of operations and financial condition."}
-{"_id": "NVDA20230281", "title": "NVDA Risks Related to Our Global Operating Business", "text": "Our business and those of our suppliers and customers may also be subject to climate-related laws, regulations and lawsuits. New or proposed regulations relating to carbon taxes, fuel or energy taxes, pollution limits, sustainability-related disclosure and governance and supply chain governance could result in greater direct costs, including costs associated with changes to manufacturing processes or the procurement of raw materials used in manufacturing processes, increased capital expenditures to improve facilities and equipment, and higher compliance and energy costs to reduce emissions, other compliance costs, as well as greater indirect costs resulting from our customers and/or suppliers incurring additional compliance costs that are passed on to us. These costs and restrictions could harm our business and results of operations by increasing our expenses or requiring us to alter our operations and product design activities."}
-{"_id": "NVDA20230282", "title": "NVDA Risks Related to Our Global Operating Business", "text": "Stakeholder groups may find us insufficiently responsive to the implications of climate change, and therefore we may face legal action or reputational harm. We may not achieve our stated sustainability-related goals, which could harm our reputation, or we may incur additional, unexpected costs to achieve such goals. We may also experience contractual disputes due to supply chain delays arising from climate change-related disruptions, which could result in increased litigation and costs."}
-{"_id": "NVDA20230283", "title": "NVDA Risks Related to Our Global Operating Business", "text": "We also face risks related to business trends that may be influenced by climate change concerns. Our business could be negatively impacted by concerns around the high absolute energy requirements of our GPUs, despite their much more energy efficient design and operation relative to alternative computing platforms."}
-{"_id": "NVDA20230284", "title": "NVDA Risks Related to Our Global Operating Business", "text": "We may not be able to realize the potential benefits of business investments or acquisitions, and we may not be able to successfully integrate acquired companies, which could hurt our ability to grow our business, develop new products or sell our products."}
-{"_id": "NVDA20230286", "title": "NVDA Risks Related to Our Global Operating Business", "text": "We have acquired and invested and may continue to do so in businesses that offer products, services and technologies that we believe will help expand or enhance our strategic objectives. Acquisitions or investments involve significant challenges and risks and could impair our ability to grow our business, develop new products or sell our products and ultimately could have a negative impact on our financial results. If we pursue a particular transaction, we may limit our ability to enter into other transactions that could help us achieve our other strategic objectives. If we are unable to timely complete acquisitions, including due to delays and challenges in obtaining regulatory approvals, we may be unable to pursue other transactions, we may not be able to retain critical talent from the target company, technology may evolve and make the acquisition less attractive, and other changes can take place, which could reduce the anticipated benefits of the transaction and negatively impact our business. Regulators could also impose conditions that reduce the ultimate value of our acquisitions. In addition, to the extent that our perceived ability to consummate acquisitions has been"}
-{"_id": "NVDA20230287", "title": "NVDA Risks Related to Our Global Operating Business", "text": "harmed, future acquisitions may be more difficult, complex or expensive. Further, our investments in publicly traded companies could create volatility in our results and may generate losses up to the value of the investment. In addition, we have invested and may continue to invest in private companies to further our strategic objectives and to support certain key business initiatives. These companies can include early-stage companies still defining their strategic direction. Many of the instruments in which we invest are non-marketable and illiquid at the time of our initial investment, and we are not always able to achieve a return. To the extent any of the companies in which we invest are not successful, we could recognize an impairment and/or lose all or part of our investment. Our investment portfolio contains industry sector concentration risks, and a decline in any one or multiple industry sectors could increase our impairment losses. We face additional risks related to acquisitions and strategic investments, including the diversion of capital and other resources, including management\u2019s attention; difficulty in realizing a satisfactory return and uncertainties to realize the benefits of an acquisition or strategic investment, if at all; difficulty or inability in obtaining governmental, regulatory approval or restrictions or other consents and approvals or financing; legal proceedings initiated as a result of an acquisition or investment; and potential failure of our due diligence processes to identify significant issues with the assets or company in which we are investing or are acquiring."}
-{"_id": "NVDA20230299", "title": "NVDA Risks Related to Our Global Operating Business", "text": "Additional risks related to acquisitions include, but are not limited to: \u2022difficulty in integrating the technology, systems, products, policies, processes, or operations and integrating and retaining the employees, including key personnel, of the acquired business; \u2022assumption of liabilities and incurring amortization expenses, impairment charges to goodwill or write-downs of acquired assets; \u2022integrating accounting, forecasting and controls, procedures and reporting cycles; \u2022coordinating and integrating operations, particularly in countries in which we do not currently operate; \u2022stock price impact, fines, fees or reputation harm if we are unable to obtain regulatory approval for an acquisition or are otherwise unable to close an acquisition; \u2022potential issuances of debt to finance our acquisitions, resulting in increased debt, increased interest expense, and compliance with debt covenants or other restrictions; \u2022the potential for our acquisitions to result in dilutive issuances of our equity securities; \u2022the potential variability of the amount and form of any performance-based consideration; \u2022negative changes in general economic conditions in the regions or the industries in which we or our target operate; \u2022exposure to additional cybersecurity risks and vulnerabilities; and \u2022impairment of relationships with, or loss of our or our target\u2019s employees, vendors and customers."}
-{"_id": "NVDA20230300", "title": "NVDA Risks Related to Our Global Operating Business", "text": "For example, when integrating acquisition target systems into our own, we have experienced and may continue to experience challenges including lengthy and costly systems integration, delays in purchasing and shipping products, difficulties with system integration via electronic data interchange and other processes with our key suppliers and customers, and training and change management needs of integration personnel. These challenges have impacted our results of operations and may continue to do so in the future."}
-{"_id": "NVDA20230301", "title": "NVDA Risks Related to Our Global Operating Business", "text": "We receive a significant amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to customers who purchase directly or indirectly from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of these customers."}
-{"_id": "NVDA20230303", "title": "NVDA Risks Related to Our Global Operating Business", "text": "We receive a significant amount of our revenue from a limited number of customers within our distribution and partner network. Sales to one customer, Customer A, represented 13% of total revenue for fiscal year 2024, which was attributable to the Compute & Networking segment. With several of these channel partners, we are selling multiple products and systems in our portfolio through their channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our processors. In the future, these partners may decide to purchase fewer products, not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. Because most of our sales are made on a purchase order basis, our customers can generally cancel, change or delay product purchase commitments with little notice to us and without penalty. Our partners or customers may develop their own solutions; our customers may purchase products from our competitors; and our partners may discontinue sales or lose market share in the markets for which they purchase our products, all of which may alter partners\u2019 or customers\u2019 purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors and other channel partners. One indirect customer which primarily purchases our products through system integrators and distributors, including through Customer A, is estimated to have represented approximately 19% of total revenue for fiscal year 2024, attributable to the"}
-{"_id": "NVDA20230304", "title": "NVDA Risks Related to Our Global Operating Business", "text": "Compute & Networking segment. If end demand increases or our finished goods supply availability is concentrated near a quarter end, the system integrators, distributors and channel partners may have limited ability to increase their credit, which could impact the timing and amount of our revenue. The loss of any of our large customers, a significant reduction in purchases by them, our inability to sell to a customer due to U.S. or other countries\u2019 trade restrictions or any difficulties in collecting accounts receivable would likely harm our financial condition and results of operations."}
-{"_id": "NVDA20230305", "title": "NVDA Risks Related to Our Global Operating Business", "text": "If we are unable to attract, retain and motivate our executives and key employees, our business may be harmed."}
-{"_id": "NVDA20230306", "title": "NVDA Risks Related to Our Global Operating Business", "text": "To be competitive and execute our business strategy successfully, we must attract, retain and motivate our executives and key employees and recruit and develop capable and diverse talent. Labor is subject to external factors that are beyond our control, including our industry\u2019s highly competitive market for skilled workers and leaders, cost inflation and workforce participation rates. Changes in immigration and work permit regulations or in their administration or interpretation could impair our ability to attract and retain qualified employees. Competition for personnel results in increased costs in the form of cash and stock-based compensation, and in times of stock price volatility, as we have experienced in the past and may experience in the future, the retentive value of our stock-based compensation may decrease. Additionally, we are highly dependent on the services of our longstanding executive team. Failure to ensure effective succession planning, transfer of knowledge and smooth transitions involving executives and key employees could hinder our strategic planning and execution and long-term success."}
-{"_id": "NVDA20230307", "title": "NVDA Risks Related to Our Global Operating Business", "text": "Our business is dependent upon the proper functioning of our business processes and information systems and modification or interruption of such systems may disrupt our business, and internal controls."}
-{"_id": "NVDA20230308", "title": "NVDA Risks Related to Our Global Operating Business", "text": "We rely upon internal processes and information systems to support key business functions, including our assessment of internal controls over financial reporting as required by Section 404 of the Sarbanes-Oxley Act. The efficient operation and scalability of these processes and systems is critical to support our growth. We continue to design and implement updated accounting functionality related to a new enterprise resource planning, or ERP, system. Any ERP system implementation may introduce problems, such as quality issues or programming errors, that could have an impact on our continued ability to successfully operate our business or to timely and accurately report our financial results. These changes may be costly and disruptive to our operations and could impose substantial demands on management time. Failure to implement new or updated controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations."}
-{"_id": "NVDA20230309", "title": "NVDA Risks Related to Our Global Operating Business", "text": "Identification of material weaknesses in our internal controls, even if quickly remediated once disclosed, may cause investors to lose confidence in our financial statements and our stock price may decline. Remediation of any material weakness could require us to incur significant expenses, and if we fail to remediate any material weakness, our financial statements may be inaccurate, we may be required to restate our financial statements, our ability to report our financial results on a timely and accurate basis may be adversely affected, our access to the capital markets may be restricted, our stock price may decline, and we may be subject to sanctions or investigation by regulatory authorities."}
-{"_id": "NVDA20230310", "title": "NVDA Risks Related to Our Global Operating Business", "text": "Our operating results have in the past fluctuated and may in the future fluctuate, and if our operating results are below the expectations of securities analysts or investors, our stock price could decline."}
-{"_id": "NVDA20230317", "title": "NVDA Risks Related to Our Global Operating Business", "text": "Our operating results have in the past fluctuated and may continue to fluctuate due to numerous of these risk factors. Therefore, investors should not rely on our past results of operations as an indication of our future performance. Additional factors that could affect our results of operations include, but are not limited to: \u2022our ability to adjust spending due to the multi-year development cycle for some of our products and services; \u2022our ability to comply with our contractual obligations to customers; \u2022our extended payment term arrangements with certain customers, the inability of some customers to make required payments, our ability to obtain credit insurance for customers with extended payment terms, and customer bad debt write-offs; \u2022our vendors' payment requirements; \u2022unanticipated costs associated with environmental liabilities; and \u2022changes in financial accounting standards or interpretations of existing standards."}
-{"_id": "NVDA20230319", "title": "NVDA Risks Related to Our Global Operating Business", "text": "Any of the factors discussed above could prevent us from achieving our anticipated financial results. For example, we have granted and may continue to grant extended payment terms to some customers, particularly during macroeconomic downturns, which could impact our ability to collect payment. Our vendors have requested and may continue to ask for shorter payment terms, which may impact our cash flow generation. These arrangements reduce the cash we have available for general business operations. In addition, the pace of growth in our operating expenses and investments may lag our revenue growth, creating volatility or periods where profitability levels may not be sustainable. Failure to meet our expectations or the expectations of our investors or security analysts is likely to cause our stock price to decline, as it has in the past, or experience substantial price volatility."}
-{"_id": "NVDA20230321", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "Our operations could be affected by the complex laws, rules and regulations to which our business is subject, and political and other actions may adversely impact our business."}
-{"_id": "NVDA20230322", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "We are subject to laws and regulations domestically and worldwide, affecting our operations in areas including, but not limited to, IP ownership and infringement; taxes; import and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreign exchange controls and cash repatriation restrictions; data privacy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; environmental, health, and safety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to manufacture and ship our products. There can be no assurance that our employees, contractors, suppliers, customers or agents will not violate applicable laws or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions against us, our officers, or our employees, prohibitions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations to which we are subject, or changes to their interpretation and enforcement, could lead to materially greater compliance and other costs and/or further restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity vulnerabilities and risks. Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, the United Kingdom and China. For example, the French Competition Authority collected information from us regarding our business and competition in the graphics card and cloud service provider market as part of an ongoing inquiry into competition in those markets. We have also received requests for information from regulators in the European Union, the United Kingdom, and China regarding our sales of GPUs, our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we expect to receive additional requests for information in the future. Governments and regulators are considering imposing restrictions on the hardware, software, and systems used to develop frontier foundation models and generative AI. If implemented, such restrictions could increase the costs and burdens to us and our customers, delay or halt deployment of new systems using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or regulations or their interpretation and enforcement could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our shipments. Additionally, changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our business and results of operations."}
-{"_id": "NVDA20230323", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "Government actions, including trade protection and national and economic security policies of U.S. and foreign government bodies, such as tariffs, import or export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sanctions, decrees, quotas or other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export license with entities on the U.S. Department of Commerce\u2019s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), and generally fulfill our contractual obligations and have a material adverse effect on our business. If we were ever found to have violated export control laws or sanctions of the U.S. or similar applicable non-U.S. laws, even if the violation occurred without our knowledge, we may be subject to various penalties available under the laws, any of which could have a material and adverse impact on our business, operating results and financial condition."}
-{"_id": "NVDA20230324", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "For example, in response to the war in Ukraine, the United States and other jurisdictions imposed economic sanctions and export control measures which blocked the passage of our products, services and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to Russia and closed business operations in Russia. Concurrently, the war in Ukraine has impacted sales in EMEA and may continue to do so in the future."}
-{"_id": "NVDA20230325", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "The increasing focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that target products and services capable of enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service offerings."}
-{"_id": "NVDA20230326", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "Concerns regarding third-party use of AI for purposes contrary to local governmental interests, including concerns relating to the misuse of AI applications, models, and solutions, has resulted in and could in the future result in unilateral or multilateral restrictions on products that can be used for training, modifying, tuning, and deploying LLMs. Such restrictions have limited and could in the future limit the ability of downstream customers and users worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our business and financial results."}
-{"_id": "NVDA20230328", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "Such restrictions could include additional unilateral or multilateral export controls on certain products or technology, including but not limited to AI technologies. As geopolitical tensions have increased, semiconductors associated with AI, including GPUs and associated products, are increasingly the focus of export control restrictions proposed by stakeholders in the U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated"}
-{"_id": "NVDA20230329", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "products, and it is likely that additional unilateral or multilateral controls will be adopted. Such controls have been and may again be very broad in scope and application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to China, and could negatively impact our manufacturing, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and could negatively and materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, which have been imposed and are increasingly likely to be further tightened, would further restrict our ability to export our technology, products, or services even though competitors may not be subject to similar restrictions, creating a competitive disadvantage for us and negatively impacting our business and financial results. Export controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream users of our products to additional restrictions on the use, resale, repair, or transfer of our products, negatively impacting our business and financial results. Controls could negatively impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and customers to provide services to their end customers, even outside China."}
-{"_id": "NVDA20230330", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "Export controls could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China and for our gaming products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to impose compliance burdens on our business and our customers, negatively and materially impacting our business."}
-{"_id": "NVDA20230331", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting our business and financial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. Additional unilateral or multilateral controls are also likely to include deemed export control limitations that negatively impact the ability of our research and development teams to execute our roadmap or other objectives in a timely manner. Additional export restrictions may not only impact our ability to serve overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our sales and efforts to supply the China market and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators conclude that we have failed to fulfill such commitments or we have violated any applicable law in China, we could be subject to various penalties or restrictions on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition."}
-{"_id": "NVDA20230332", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "During the third quarter of fiscal year 2023, the USG announced export restrictions and export licensing requirements targeting China\u2019s semiconductor and supercomputing industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, DGX or any other systems or boards which incorporate A100 or H100 integrated circuits. The licensing requirements also apply to any future NVIDIA integrated circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circuits. There are also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in China. During the second quarter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products destined to certain customers and other regions, including some countries in the Middle East."}
-{"_id": "NVDA20230333", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to China and Country Groups D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our products exceeding certain performance thresholds, including A100, A800, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate parent headquartered in, Country Group D5, including China. On October 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, H800, and L40S products. We have not received licenses to ship these restricted products to China."}
-{"_id": "NVDA20230335", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "Following these export controls, we transitioned some operations, including certain testing, validation, and supply and distribution operations out of China and Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distribution operations, as well as our revenue, during any such transition period. We are working to expand our Data Center product portfolio to offer new solutions, including those for which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing requirements, we may seek a license for the customer. However, the licensing process is time-consuming. We have no assurance that the USG will grant such a license or that the USG will act on the license application in a timely manner or at all. Even if a license is offered, it may impose burdensome conditions that we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that does not have clear standards or an opportunity for review. For example, the Notified Advanced Computing, or \u201cNAC,\u201d process has not resulted in approvals for exports of products to customers in China. The license process for exports to D1 and D4 countries has been time-consuming and resulted in license conditions for countries outside China. The requirements have a disproportionate impact on NVIDIA and already have disadvantaged and may in the future"}
-{"_id": "NVDA20230336", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new restrictions or may be able to acquire licenses for their products."}
-{"_id": "NVDA20230337", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed, and our competitive position and future results may be further harmed, over the long-term, if there are further changes in the USG\u2019s export controls, including further expansion of the geographic, customer, or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we are unable to provide contractual warranty or other extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to significant customers or if we incur significant transition costs. Even if the USG grants any requested licenses, the licenses may be temporary or impose burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certain of our competitors, as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel."}
-{"_id": "NVDA20230338", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may again change the export control rules at any time and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial results. In the event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing requirements, effectively excluding us from all or part of the China market, as well as other impacted markets, including the Middle East. For example, the USG has already imposed conditions to limit the ability of foreign firms to create and offer as a service large-scale GPU clusters, for example by imposing license conditions on the use of products to be exported to certain countries, or by requiring chip tracking and throttling mechanisms that would disable or impair GPUs if certain system or use conditions are detected. The USG has already imposed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a significant portion of our supply and distribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. Export controls may disrupt our supply and distribution chain for a substantial portion of our products, which are warehoused in and distributed from Hong Kong. Export controls restricting our ability to sell datacenter GPUs may also negatively impact demand for our networking products used in servers containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of downstream parties to create large clusters for frontier model training. Any new control that impacts a wider range of our products would likely have a disproportionate impact on NVIDIA and may disadvantage us against certain of our competitors that sell chips that are outside the scope of such control. Excessive or shifting export controls have already and may in the future encourage customers outside China and other impacted regions to \u201cdesign-out\u201d certain U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or shifting export controls have already encouraged and may in the future encourage overseas governments to request that our customers purchase from our competitors rather than NVIDIA or other U.S. firms, harming our business, market position, and financial results. As a result, excessive or shifting export controls may negatively impact demand for our products and services not only in China, but also in other markets, such as Europe, Latin America, and Southeast Asia. Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, which would be less likely to be restricted by U.S. controls."}
-{"_id": "NVDA20230339", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "Additionally, restrictions imposed by the Chinese government on the duration of gaming activities and access to games may adversely affect our Gaming revenue, and increased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may impose restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the Chinese government announced restrictions relating to certain sales of products containing certain products made by Micron, a supplier of ours. Further restrictions on our products or the products of our suppliers could negatively impact our business and financial results."}
-{"_id": "NVDA20230340", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "Finally, our business depends on our ability to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that negatively impact our ability to receive supply of components, parts, or services from Taiwan, would negatively impact our business and financial results."}
-{"_id": "NVDA20230341", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "Increased scrutiny from shareholders, regulators and others regarding our corporate sustainability practices could result in additional costs or risks and adversely impact our reputation and willingness of customers and suppliers to do business with us."}
-{"_id": "NVDA20230343", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "Shareholder advocacy groups, certain investment funds, other market participants, shareholders, customers and government regulators have focused increasingly on corporate sustainability practices and disclosures, including those associated with climate change and human rights. Stakeholders may not be satisfied with our corporate sustainability practices and goals or the speed of their adoption. Further, there is an increasing number of state-level initiatives in the U.S. that may conflict with other regulatory requirements or our various stakeholders\u2019 expectations. Additionally, our corporate sustainability practices, oversight of our practices or disclosure controls may not meet evolving shareholder,"}
-{"_id": "NVDA20230344", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "regulator or other industry stakeholder expectations, or we may fail to meet corporate sustainability disclosure or reporting standards. We could also incur additional costs and require additional resources to monitor, report, and comply with various corporate sustainability practices, choose not to conduct business with potential customers, or discontinue or not expand business with existing customers due to our policies. These factors may negatively harm our brand, reputation and business activities or expose us to liability."}
-{"_id": "NVDA20230345", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "Issues relating to the responsible use of our technologies, including AI in our offerings, may result in reputational or financial harm and liability."}
-{"_id": "NVDA20230346", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "Concerns relating to the responsible use of new and evolving technologies, such as AI, in our products and services may result in reputational or financial harm and liability and may cause us to incur costs to resolve such issues. We are increasingly building AI capabilities and protections into many of our products and services, and we also offer stand-alone AI applications. AI poses emerging legal, social, and ethical issues and presents risks and challenges that could affect its adoption, and therefore our business. If we enable or offer solutions that draw controversy due to their perceived or actual impact on society, such as AI solutions that have unintended consequences, infringe copyright or rights of publicity, or are controversial because of their impact on human rights, privacy, employment or other social, economic or political issues, or if we are unable to develop effective internal policies and frameworks relating to the responsible development and use of AI models and systems offered through our sales channels, we may experience brand or reputational harm, competitive harm or legal liability. Complying with multiple regulations from different jurisdictions related to AI could increase our cost of doing business, may change the way that we operate in certain jurisdictions, or may impede our ability to offer certain products and services in certain jurisdictions if we are unable to comply with regulations. Compliance with existing and proposed government regulation of AI, including in jurisdictions such as the European Union as well as under any U.S. regulation adopted in response to the Biden administration\u2019s Executive Order on AI, may also increase the cost of related research and development, and create additional reporting and/or transparency requirements. For example, regulation adopted in response to the Executive Order on AI could require us to notify the USG of certain safety test results and other information. Furthermore, changes in AI-related regulation could disproportionately impact and disadvantage us and require us to change our business practices, which may negatively impact our financial results. Our failure to adequately address concerns and regulations relating to the responsible use of AI by us or others could undermine public confidence in AI and slow adoption of AI in our products and services or cause reputational or financial harm."}
-{"_id": "NVDA20230347", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "Actions to adequately protect our IP rights could result in substantial costs to us and our ability to compete could be harmed if we are unsuccessful or if we are prohibited from making or selling our products."}
-{"_id": "NVDA20230348", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "From time to time, we are involved in lawsuits or other legal proceedings alleging patent infringement or other IP rights violations by us, our employees or parties that we have agreed to indemnify. An unfavorable ruling could include significant damages, invalidation of one or more patents, indemnification of third parties, payment of lost profits, or injunctive relief. Claims that our products or processes infringe the IP rights of others, regardless of their merit, could cause us to incur significant costs to respond to, defend, and resolve such claims, and they may also divert the efforts and attention of management and technical personnel."}
-{"_id": "NVDA20230349", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "We may commence legal proceedings to protect our IP rights, which may increase our operating expenses. We could be subject to countersuits as a result. If infringement claims are made against us or our products are found to infringe a third party\u2019s IP, we or one of our indemnitees may have to seek a license to the third party\u2019s IP rights. If we or one of our indemnitees is unable to obtain such a license on acceptable terms or at all, we could be subject to substantial liabilities or have to suspend or discontinue the manufacture and sale of one or more of our products. We may also have to make royalty or other payments or cross license our technology. If these arrangements are not concluded on commercially reasonable terms, our business could be negatively impacted. Furthermore, the indemnification of a customer or other indemnitee may increase our operating expenses and negatively impact our operating results."}
-{"_id": "NVDA20230350", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "We rely on patents, trademarks, trade secrets, employee and third-party nondisclosure agreements, licensing arrangements and the laws of the countries in which we operate to protect our IP. Foreign laws may not protect our products or IP rights to the same extent as United States law. This makes the possibility of piracy of our technology and products more likely. The theft or unauthorized use or publication of our trade secrets and other confidential information could harm our competitive position and reduce acceptance of our products; as a result, the value of our investment in research and development, product development and marketing could be reduced. We also may face risks to our IP if our employees are hired by competitors. We continuously assess whether and where to seek formal protection for existing and new innovations and technologies but cannot be certain whether our applications for such protections will be approved, and, if approved, whether they will be enforceable."}
-{"_id": "NVDA20230351", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "We are subject to stringent and changing data privacy and security laws, rules, regulations and other obligations. These areas could damage our reputation, deter current and potential customers, affect our product design, or result in legal or regulatory proceedings and liability."}
-{"_id": "NVDA20230353", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "We process sensitive, confidential or personal data or information that is subject to privacy and security laws, regulations, industry standards, external and internal policies, contracts and other obligations that govern the processing of such data by us and on our behalf. Concerns about our practices or the ultimate use of our products and services with regard"}
-{"_id": "NVDA20230354", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "to the collection, use, retention, security or disclosure of personal information or other privacy-related matters, including for use in AI, even if unfounded, could damage our reputation and adversely affect our operating results. The theft, loss or misuse of personal data in our possession or by one of our partners could result in damage to our reputation, regulatory proceedings, disruption of our business activities or increased security costs and costs related to defending legal claims."}
-{"_id": "NVDA20230355", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "In the United States, federal, state and local authorities have enacted numerous data privacy and security laws, including for data breach notification, personal data privacy and consumer protection. In the past few years, numerous U.S. states have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data. As applicable, such rights may include the right to access, correct, or delete certain personal data, and to opt-out of certain data processing activities, such as targeted advertising, profiling and automated decision-making. The exercise of these rights may impact our business and ability to provide our products and services. Certain states also impose stricter requirements for processing certain personal data, including sensitive information, such as conducting data privacy impact assessments. These state laws allow for statutory fines for noncompliance. For example, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, or CPRA, or collectively the CCPA, gives California residents the right to access, delete and opt-out of certain sharing of their personal information, and to receive detailed information about how it is used and shared. The CCPA provides for fines of up to $7,500 per intentional violation and the law created a private right of action for certain data breaches. Similar laws are being considered in several other states, as well as at the federal and local levels. Additionally, several states and localities have enacted measures related to the use of artificial intelligence and machine learning in products and services. If we become subject to additional data privacy laws, the risk of enforcement action against us could increase."}
-{"_id": "NVDA20230356", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "Worldwide regulatory authorities are also considering and have approved various legislative proposals concerning data protection. The European Union adopted the General Data Protection Regulation, or GDPR, and the United Kingdom similarly adopted the U.K. GDPR, governing the strict handling of personal data of persons within the European Economic Area, or EEA, and the United Kingdom, respectively, including its use and protection and the ability of persons whose data is stored to access, correct, and delete such data about themselves. If we are found not to comply, we could be subject to penalties of up to \u20ac20 million or 4% of worldwide revenue, whichever is greater, and classes of individuals or consumer protection organizations may initiate litigation related to our processing of their personal data. Furthermore, the EU AI Act could impose onerous obligations that may disproportionately impact and disadvantage us and require us to change our business practices."}
-{"_id": "NVDA20230357", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "In the ordinary course of business, we may transfer personal data from Europe, China, and other jurisdictions to the United States or other countries. Certain jurisdictions have enacted data localization laws and cross-border personal data transfer laws. For example, the GDPR generally restricts the transfer of personal data to countries outside of the EEA. The European Commission released a set of \u201cStandard Contractual Clauses\u201d designed for entities to validly transfer personal data out of the EEA to jurisdictions that the European Commission has not found to provide an adequate level of protection, including the United States. Additionally, the U.K.\u2019s International Data Transfer Agreement / Addendum, as well as the EU-U.S. Data Privacy Framework and the U.K. extension thereto (which allows for transfers to relevant U.S.-based organizations who self-certify compliance and participate in the Framework) are mechanisms that may be used to transfer personal data from the EEA and U.K. to the United States. However, these mechanisms are subject to legal challenges, and there is no assurance that we can satisfy or rely on these measures to lawfully transfer personal data to the United States. Other jurisdictions have enacted or are considering similar cross-border personal data transfer laws and local personal data residency laws, any of which would increase the cost and complexity of doing business and could result in fines from regulators. For example, China\u2019s law imposes various requirements relating to data processing and data localization. Data broadly defined as important under China\u2019s law, including personal data, may not be transferable outside of China without prior assessment and approval by the Cyberspace Administration of China, or CAC. Compliance with these requirements, including CAC assessments and any deemed failures of such assessments, could cause us to incur liability, prevent us from using data collected in China or impact our ability to transfer data outside of China. The inability to import personal data to the United States could significantly and negatively impact our business operations, limit our ability to collaborate with parties that are subject to European, China and other data privacy and security laws, or require us to increase our personal data processing capabilities in Europe and/or elsewhere at significant expense. Some European regulators have prevented companies from transferring personal data out of Europe for allegedly violating the GDPR\u2019s cross-border data transfer limitations, which could negatively impact our business."}
-{"_id": "NVDA20230359", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "We may also be bound by contractual obligations related to data privacy and security, and our efforts to comply with such obligations may not be successful or may be claimed to be non-compliant. For example, certain privacy laws, such as the GDPR and the CCPA, require our customers to impose specific contractual restrictions on their service providers. We sometimes host personal data in collaboration with our customers, and if a breach exposed or altered that personal data, it could harm those customer relationships and subject us to litigation, regulatory action, or fines. We publish privacy policies, marketing materials and other statements, such as compliance with certain certifications or self-regulatory principles, regarding data privacy and security. If these policies, materials or statements are found to be deficient, lacking in transparency, deceptive, unfair or misrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators or other adverse consequences."}
-{"_id": "NVDA20230360", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "Data protection laws around the world are quickly changing and may be interpreted and applied in an increasingly stringent fashion and in a manner that is inconsistent with our data practices. These obligations may affect our product design and necessitate changes to our information technologies, systems and practices and to those of any third parties that process personal data on our behalf. Despite our efforts, we or third parties we rely upon may fail to comply with such obligations. If we fail, or are perceived to have failed, to address or comply with data privacy and security obligations, we could face significant consequences, including but not limited to, government enforcement actions, litigation, additional reporting requirements and/or oversight, bans on processing personal data, and orders to destroy or not use personal data. Any of these events could have a material adverse effect on our reputation, business, or financial condition."}
-{"_id": "NVDA20230361", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "We may have exposure to additional tax liabilities and our operating results may be adversely impacted by changes in tax laws, higher than expected tax rates and other tax-related factors."}
-{"_id": "NVDA20230362", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "We are subject to complex income tax laws and regulations, as well as non-income-based taxes, in various jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes and other tax liabilities. We are regularly under audit by tax authorities in different jurisdictions. Although we believe our tax estimates are reasonable, any adverse outcome could increase our worldwide effective tax rate, increase the amount of non-income taxes imposed on our business, and harm our financial position, results of operations, net income, and cash flows."}
-{"_id": "NVDA20230363", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "Further, changes in tax laws or their interpretation by tax authorities in the U.S. or foreign jurisdictions could increase our future tax liability or cause other adverse tax impacts, which may materially impact our results of operations, or the way we conduct our business. Most of our income is taxable in the United States, with a significant portion qualifying for preferential treatment as foreign-derived intangible income, or FDII. If U.S. tax rates increase or the FDII deduction is reduced, our provision for income taxes, results of operations, net income and cash flows would be adversely affected. In addition, changes in the tax laws of foreign jurisdictions could arise as a result of global implementation of the Inclusive Framework on Base Erosion and Profit Shifting and Pillar Two Model Rules announced by The Organization for Economic Cooperation and Development, or OECD. These and other changes in the foreign tax laws, as adopted by countries, may increase tax uncertainty and adversely affect our provision for income taxes, results of operations, and financial condition."}
-{"_id": "NVDA20230364", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "Our future effective tax rate may also be affected by a variety of factors, including changes in our business or statutory rates, the mix of earnings in countries with differing statutory tax rates, available tax incentives, credits and deductions, the expiration of statutes of limitations, changes in accounting principles, adjustments to income taxes upon finalization of tax returns, increases in expenses not deductible for tax purposes, the estimates of our deferred tax assets and liabilities and deferred tax asset valuation allowances, changing interpretation of existing laws or regulations, the impact of accounting for business combinations, as well as changes in the domestic or international organization of our business and structure. Furthermore, the tax effects of accounting for stock-based compensation and volatility in our stock price may significantly impact our effective tax rate in the period in which they occur. A decline in our stock price may result in reduced future tax benefits from stock-based compensation, increase our effective tax rate and adversely affect our financial results."}
-{"_id": "NVDA20230365", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "Our business is exposed to the risks associated with litigation, investigations and regulatory proceedings."}
-{"_id": "NVDA20230366", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "We currently and will likely continue to face legal, administrative and regulatory proceedings, claims, demands and/or investigations involving shareholder, consumer, competition and/or other issues relating to our business. For example, we are defending a securities class action lawsuit from multiple shareholders asserting claims that we and certain of our officers made false and/or misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand in 2017 and 2018. Litigation and regulatory proceedings are inherently uncertain, and adverse rulings could occur, including monetary damages or fines, or an injunction stopping us from manufacturing or selling certain products, engaging in certain business practices, or requiring other remedies, such as compulsory licensing of patents. An unfavorable outcome or settlement may result in a material adverse impact. Regardless of the outcome, litigation can be costly, time-consuming, and disruptive to our operations."}
-{"_id": "NVDA20230367", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "Our indebtedness could adversely affect our financial position and cash flows from operations, and prevent us from implementing our strategy or fulfilling our contractual obligations."}
-{"_id": "NVDA20230368", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "As of January 28, 2024, we had net outstanding a total of $9.7 billion in notes due by 2060. As each series of senior notes matures, unless redeemed or repurchased, we must repay or refinance the notes. If we decide to refinance, we may receive less favorable terms, or we may be unable to refinance at all, which may adversely affect our financial condition. We also have a $575 million commercial paper program."}
-{"_id": "NVDA20230369", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "Maintenance of our current and future indebtedness and contractual restrictions could cause us to dedicate a substantial portion of our cash flows from operations towards debt service obligations and principal repayments; increase our vulnerability to adverse changes in general economic, industry and competitive conditions; limit our flexibility regarding changes in our business and our industry; impair our ability to obtain future financing; and restrict our ability to grant liens on property, enter into certain mergers, dispose of our assets, or materially change our business."}
-{"_id": "NVDA20230371", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "Our ability to comply with the covenants in our indenture may be affected by events beyond our control. If we breach any of the covenants without a waiver from the note holders or lenders, then any outstanding indebtedness may be declared"}
-{"_id": "NVDA20230372", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "immediately due and payable. Changes to our credit rating may negatively impact the value and liquidity of our securities, restrict our ability to obtain future financing and affect the terms of any such financing."}
-{"_id": "NVDA20230373", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "Delaware law and our certificate of incorporation, bylaws and agreement with Microsoft could delay or prevent a change in control."}
-{"_id": "NVDA20230374", "title": "NVDA Risks Related to Regulatory, Legal, Our Stock and Other Matters", "text": "The anti-takeover provisions of the Delaware General Corporation Law may discourage, delay, or prevent a change in control. Provisions in our certificate of incorporation and bylaws could make it more difficult for a third party to acquire a majority of our outstanding stock. These provisions include the ability of our Board of Directors to create and issue preferred stock, change the number of directors, and to make, amend or repeal our bylaws without prior shareholder approval; the inability of our shareholders to act by written consent or call special meetings; advance notice requirements for director nominations and shareholder proposals; and a super-majority voting requirement to amend some provisions in our certificate of incorporation and bylaws. Under our agreement with Microsoft for the Xbox, if someone makes an offer to purchase at least 30% of our outstanding common stock, Microsoft may have first and last rights of refusal to purchase the stock. These provisions could delay or prevent a change in control of NVIDIA, discourage proxy contests, and make it more difficult for shareholders to elect directors of their choosing and to cause us to take other corporate actions they desire."}
-{"_id": "NVDA20230376", "title": "NVDA Unresolved Staff Comments", "text": "Not applicable."}
-{"_id": "NVDA20230379", "title": "NVDA Risk management and strategy", "text": "We have in place certain infrastructure, systems, policies, and procedures that are designed to proactively and reactively address circumstances that arise when unexpected events such as a cybersecurity incident occur. These include processes for assessing, identifying, and managing material risks from cybersecurity threats. Our information security management program generally follows processes outlined in frameworks such as the ISO 27001 international standard for Information Security and we evaluate and evolve our security measures as appropriate. We consult with external parties, such as cybersecurity firms and risk management and governance experts, on risk management and strategy."}
-{"_id": "NVDA20230380", "title": "NVDA Risk management and strategy", "text": "Identifying, assessing, and managing cybersecurity risk is integrated into our overall risk management systems and processes, and we have in place cybersecurity and data privacy training and policies designed to (a) respond to new requirements in global privacy laws and (b) prevent, detect, respond to, mitigate and recover from identified and significant cybersecurity threats."}
-{"_id": "NVDA20230381", "title": "NVDA Risk management and strategy", "text": "We also have a vendor risk assessment process consisting of the distribution and review of supplier questionnaires designed to help us evaluate cybersecurity risks that we may encounter when working with third parties that have access to confidential and other sensitive company information. We take steps designed to ensure that such vendors have implemented data privacy and security controls that help mitigate the cybersecurity risks associated with these vendors. We routinely assess our high-risk suppliers\u2019 conformance to industry standards (e.g., ISO 27001, ISO 28001, and C-TPAT), and we evaluate them for additional information, product, and physical security requirements."}
-{"_id": "NVDA20230382", "title": "NVDA Risk management and strategy", "text": "Refer to \u201cItem 1A. Risk factors\u201d in this annual report on Form 10-K for additional information about cybersecurity-related risks."}
-{"_id": "NVDA20230384", "title": "NVDA Governance", "text": "Information security matters, including managing and assessing risks from cybersecurity threats, remain under the oversight of the Company\u2019s Board of Directors, or the Board. The Audit Committee of the Board, or the Audit Committee, also reviews the adequacy and effectiveness of the Company\u2019s information security policies and practices and the internal controls regarding information security risks. The Audit Committee receives regular information security updates from management, including our Chief Security Officer and members of our security team. The Board also receives annual reports on information security matters from our Chief Security Officer and members of our security team."}
-{"_id": "NVDA20230385", "title": "NVDA Governance", "text": "Our security efforts are managed by a team of executive cybersecurity, IT, engineering, operations, and legal professionals. We have established a cross-functional leadership team, consisting of executive-level leaders, that meets regularly to review cybersecurity matters and evaluate emerging threats. With oversight and guidance provided by the cross-functional leadership team, our information security teams refine our practices to address emerging security risks and changes in regulations. Our executive-level leadership team also participates in cybersecurity incident response efforts by engaging with the incident response team and helping direct the company\u2019s response to and assessment of certain cybersecurity incidents."}
-{"_id": "NVDA20230387", "title": "NVDA Governance", "text": "We have designated a Chief Security Officer that reports to our Senior Vice President of Software Engineering to manage our assessment and management of material risks from cybersecurity threats. Our Chief Security Officer\u2019s cybersecurity expertise includes over 17 years of combined government and private sector assignments."}
-{"_id": "NVDA20230389", "title": "NVDA Properties", "text": "Our headquarters is in Santa Clara, California. We own and lease approximately 3 million square feet of office and building space for our corporate headquarters. In addition, we lease data center space in Santa Clara, California. We also own and lease facilities for data centers, research and development, and/or sales and administrative purposes throughout the U.S. and in various international locations, primarily in China, India, Israel, and Taiwan. We believe our existing facilities, both owned and leased, are in good condition and suitable for the conduct of our business. We do not identify or allocate assets by operating segment. For additional information regarding obligations under leases, refer to Note 3 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K, which information is hereby incorporated by reference."}
-{"_id": "NVDA20230391", "title": "NVDA Legal Proceedings", "text": "Please see Note 13 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for a discussion of our legal proceedings."}
-{"_id": "NVDA20230393", "title": "NVDA Mine Safety Disclosures", "text": "Not applicable."}
-{"_id": "NVDA20230395", "title": "NVDA Part II", "text": "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities"}
-{"_id": "NVDA20230396", "title": "NVDA Part II", "text": "Our common stock is traded on the Nasdaq Global Select Market under the symbol NVDA. Public trading of our common stock began on January 22, 1999. Prior to that, there was no public market for our common stock. As of February 16, 2024, we had approximately 382 registered shareholders, not including those shares held in street or nominee name."}
-{"_id": "NVDA20230398", "title": "NVDA Issuer Purchases of Equity Securities", "text": "In August 2023, our Board of Directors approved an increase to our share repurchase program of an additional $25.0 billion, without expiration. During fiscal year 2024, we repurchased 21 million shares of our common stock for $9.7 billion. As of January 28, 2024, we were authorized, subject to certain specifications, to repurchase additional shares of our common stock up to $22.5 billion."}
-{"_id": "NVDA20230399", "title": "NVDA Issuer Purchases of Equity Securities", "text": "The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions, applicable legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be suspended at any time at our discretion."}
-{"_id": "NVDA20230400", "title": "NVDA Issuer Purchases of Equity Securities", "text": "In fiscal year 2024, we paid $395 million in quarterly cash dividends. Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the dividend program and the declaration of dividends thereunder are in the best interests of our shareholders."}
-{"_id": "NVDA20230406", "title": "NVDA Issuer Purchases of Equity Securities", "text": "The following table presents details of our share repurchase transactions during the fourth quarter of fiscal year 2024: Period##Total Number of Shares Purchased (In millions)####Average Price Paid per Share##Total Number of Shares Purchased as Part of Publicly Announced Program (In millions)####Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (In billions) October 30, 2023 - November 26, 2023##0.9##$##464.39##0.9##$##24.8 November 27, 2023 - December 24, 2023##1.1##$##477.26##1.1##$##24.3 December 25, 2023 - January 28, 2024##3.3##$##540.85##3.3##$##22.5 Total##5.3######5.3####"}
-{"_id": "NVDA20230407", "title": "NVDA Issuer Purchases of Equity Securities", "text": "From January 29, 2024 to February 16, 2024, we repurchased 2.8 million shares for $1.9 billion pursuant to a Rule 10b5-1 trading plan."}
-{"_id": "NVDA20230410", "title": "NVDA Restricted Stock Unit Share Withholding", "text": "We withhold common stock shares associated with net share settlements to cover tax withholding obligations upon the vesting of RSU awards under our employee equity incentive program. During fiscal year 2024, we withheld"}
-{"_id": "NVDA20230411", "title": "NVDA Restricted Stock Unit Share Withholding", "text": "approximately 7 million shares for a total value of $2.8 billion through net share settlements. Refer to Note 4 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for further discussion regarding our equity incentive plans."}
-{"_id": "NVDA20230413", "title": "NVDA Stock Performance Graphs", "text": "The following graph compares the cumulative total shareholder return for our common stock, the S&P 500 Index, and the Nasdaq 100 Index for the five years ended January 28, 2024. The graph assumes that $100 was invested on January 27, 2019 in our common stock and in each of the S&P 500 Index and the Nasdaq 100 Index. Our common stock is a component of each of the presented indices. Total return assumes reinvestment of dividends in each of the indices indicated. Total return is based on historical results and is not intended to indicate future performance."}
-{"_id": "NVDA20230414", "title": "NVDA Stock Performance Graphs", "text": "*$100 invested on 1/27/19 in stock and in indices, including reinvestment of dividends."}
-{"_id": "NVDA20230419", "title": "NVDA Stock Performance Graphs", "text": "Source: FactSet financial data and analytics. ####1/27/2019####1/26/2020####1/31/2021####1/30/2022####1/29/2023####1/28/2024 NVIDIA Corporation##$##100.00##$##157.02##$##326.26##$##574.15##$##512.40##$##1,536.28 S&P 500##$##100.00##$##126.17##$##144.83##$##175.25##$##163.63##$##199.83 Nasdaq 100##$##100.00##$##136.15##$##194.20##$##218.68##$##185.67##$##268.13"}
-{"_id": "NVDA20230422", "title": "NVDA [Reserved]", "text": "Management's Discussion and Analysis of Financial Condition and Results of Operations"}
-{"_id": "NVDA20230423", "title": "NVDA [Reserved]", "text": "The following discussion and analysis of our financial condition and results of operations should be read in conjunction with \u201cItem 1A. Risk Factors\u201d, our Consolidated Financial Statements and related Notes thereto, as well as other cautionary statements and risks described elsewhere in this Annual Report on Form 10-K, before deciding to purchase, hold or sell shares of our common stock."}
-{"_id": "NVDA20230426", "title": "NVDA Our Company and Our Businesses", "text": "NVIDIA pioneered accelerated computing to help solve the most challenging computational problems. Since our original focus on PC graphics, we have expanded to several other large and important computationally intensive fields. NVIDIA has leveraged its GPU architecture to create platforms for accelerated computing, AI solutions, scientific computing, data science, AV, robotics, metaverse and 3D internet applications."}
-{"_id": "NVDA20230427", "title": "NVDA Our Company and Our Businesses", "text": "Our two operating segments are \"Compute & Networking\" and \"Graphics.\" Refer to Note 17 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information."}
-{"_id": "NVDA20230428", "title": "NVDA Our Company and Our Businesses", "text": "Headquartered in Santa Clara, California, NVIDIA was incorporated in California in April 1993 and reincorporated in Delaware in April 1998."}
-{"_id": "NVDA20230430", "title": "NVDA Recent Developments, Future Objectives and Challenges", "text": "Demand and Supply, Product Transitions, and New Products and Business Models"}
-{"_id": "NVDA20230431", "title": "NVDA Recent Developments, Future Objectives and Challenges", "text": "Demand for our data center systems and products surged in fiscal year 2024. Entering fiscal year 2025, we are gathering customer demand indications across several product transitions. We have demand visibility for our new data center products ramping later in fiscal year 2025. We have increased our supply and capacity purchases with existing suppliers, added new vendors and entered into prepaid manufacturing and capacity agreements. These increased purchase volumes, the number of suppliers, and the integration of new vendors into our supply chain may create more complexity and execution risk. Our purchase commitments and obligations for inventory and manufacturing capacity at the end of fiscal year 2024 were impacted by shortening lead times for certain components. We may continue to enter into new supplier and capacity arrangements. Supply of Hopper architecture products is improving, and demand remains very strong. We expect our next-generation products to be supply-constrained based upon demand indications. We may incur inventory provisions or impairments if our inventory or supply or capacity commitments exceed demand for our products or demand declines."}
-{"_id": "NVDA20230432", "title": "NVDA Recent Developments, Future Objectives and Challenges", "text": "We build finished products and maintain inventory in advance of anticipated demand. While we have entered into long-term supply and capacity commitments, we may not be able to secure sufficient commitments for capacity to address our business needs, or our long-term demand expectations may change. These risks may increase as we shorten our product development cycles, enter new lines of business, or integrate new suppliers or components into our supply chain, creating additional supply chain complexity."}
-{"_id": "NVDA20230433", "title": "NVDA Recent Developments, Future Objectives and Challenges", "text": "Product transitions are complex as we often ship both new and prior architecture products simultaneously and we and our channel partners prepare to ship and support new products. Due to our product introduction cycles, we are almost always in various stages of transitioning the architecture of our Data Center, Professional Visualization, and Gaming products. We will have a broader and faster Data Center product launch cadence to meet a growing and diverse set of AI opportunities. The increased frequency of these transitions may magnify the challenges associated with managing our supply and demand due to manufacturing lead times. Qualification time for new products, customers anticipating product transitions and channel partners reducing channel inventory of prior architectures ahead of new product introductions can create reductions or volatility in our revenue. The increasing frequency and complexity of newly introduced products could result in quality or production issues that could increase inventory provisions, warranty or other costs or result in product delays. Deployment of new products to customers creates additional challenges due to the complexity of our technologies, which has impacted and may in the future impact the timing of customer purchases or otherwise impact our demand. While we have managed prior product transitions and have previously sold multiple product architectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our supply mix, and we may incur additional costs."}
-{"_id": "NVDA20230435", "title": "NVDA Recent Developments, Future Objectives and Challenges", "text": "We build technology and introduce products for new and innovative use cases and applications such as our NVIDIA DGX Cloud services, Omniverse platform, LLMs, and generative AI models. Our demand estimates for new use cases, applications, and services can be incorrect and create volatility in our revenue or supply levels, and we may not be able to generate significant revenue from these use cases, applications, and services. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for Data Center, the long-term trajectory is unknown."}
-{"_id": "NVDA20230437", "title": "NVDA Global Trade", "text": "During the third quarter of fiscal year 2023, the USG, announced licensing requirements that, with certain exceptions, impact exports to China (including Hong Kong and Macau) and Russia of our A100 and H100 integrated circuits, DGX or any other systems or boards which incorporate A100 or H100 integrated circuits."}
-{"_id": "NVDA20230438", "title": "NVDA Global Trade", "text": "In July 2023, the USG informed us of an additional licensing requirement for a subset of A100 and H100 products destined to certain customers and other regions, including some countries in the Middle East."}
-{"_id": "NVDA20230439", "title": "NVDA Global Trade", "text": "In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to China and Country Groups D1, D4, and D5 (including but not limited to Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our products exceeding certain performance thresholds, including A100, A800, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate parent headquartered in, Country Group D5, including China. On October 23, 2023, the USG informed us the licensing requirements were effective immediately for shipments of our A100, A800, H100, H800, and L40S products. Our sales to China decreased as a percentage of total Data Center revenue from 19% in fiscal year 2023 to 14% in fiscal year 2024."}
-{"_id": "NVDA20230440", "title": "NVDA Global Trade", "text": "We have not received licenses to ship these restricted products to China. We are working to expand our Data Center product portfolio to offer new solutions, including those for which the USG does not require a license or advance notice before each shipment. We have started to ship alternatives to the China market in small volumes. China represented a mid-single digit percentage of our Data Center revenue in the fourth quarter of fiscal year 2024 due to USG licensing requirements and we expect China to be in a similar range in the first quarter of fiscal year 2025. To the extent that a customer requires products covered by the licensing requirements, we may seek a license for the customer but have no assurance that the USG will grant such a license, or that the USG will act on the license application in a timely manner or at all."}
-{"_id": "NVDA20230441", "title": "NVDA Global Trade", "text": "Our competitive position has been harmed, and our competitive position and future results may be further harmed in the long term, if there are further changes in the USG\u2019s export controls. Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may again change the export control rules at any time and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial results. In the event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing requirements, effectively excluding us from all or part of the China market, as well as other impacted markets, including the Middle East."}
-{"_id": "NVDA20230442", "title": "NVDA Global Trade", "text": "While we work to enhance the resiliency and redundancy of our supply chain, which is currently concentrated in the Asia-Pacific region, new and existing export controls or changes to existing export controls could limit alternative manufacturing locations and negatively impact our business. Refer to \u201cItem 1A. Risk Factors \u2013 Risks Related to Regulatory, Legal, Our Stock and Other Matters\u201d for a discussion of this potential impact."}
-{"_id": "NVDA20230444", "title": "NVDA Macroeconomic Factors", "text": "Macroeconomic factors, including inflation, increased interest rates, capital market volatility, global supply chain constraints and global economic and geopolitical developments, may have direct and indirect impacts on our results of operations, particularly demand for our products. While difficult to isolate and quantify, these macroeconomic factors can also impact our supply chain and manufacturing costs, employee wages, costs for capital equipment and value of our investments. Our product and solution pricing generally does not fluctuate with short-term changes in our costs. Within our supply chain, we continuously manage product availability and costs with our vendors."}
-{"_id": "NVDA20230447", "title": "NVDA Israel and Hamas Conflict", "text": "We are monitoring the impact of the geopolitical conflict in and around Israel on our operations, including the health and safety of our approximately 3,700 employees in the region who primarily support the research and development, operations, and sales and marketing of our networking products. Our operating expenses in fiscal year 2024 include expenses for financial support to impacted employees and charitable activity. We believe our global supply chain for our networking products has not experienced any significant impact. Further, in connection with the conflict, a substantial number of our employees in the region have been called-up for active military duty in Israel. Accordingly, some of our employees in Israel have been absent for an extended period and they or others may continue to be absent, which may cause disruption to our product development or operations. We did not experience any significant impact or expense to our business; however, if the conflict is further extended, it could impact future product development, operations, and revenue or create other uncertainty for our business."}
-{"_id": "NVDA20230457", "title": "NVDA Fiscal Year 2024 Summary", "text": " ##########Year Ended#### ####Jan 28, 2024######Jan 29, 2023####Change ##########($ in millions, except per share data)#### Revenue##$##60,922####$##26,974####Up 126% Gross margin####72.7##%####56.9##%##Up 15.8 pts Operating expenses##$##11,329####$##11,132####Up 2% Operating income##$##32,972####$##4,224####Up 681% Net income##$##29,760####$##4,368####Up 581% Net income per diluted share##$##11.93####$##1.74####Up 586%"}
-{"_id": "NVDA20230458", "title": "NVDA Fiscal Year 2024 Summary", "text": "We specialize in markets where our computing platforms can provide tremendous acceleration for applications. These platforms incorporate processors, interconnects, software, algorithms, systems, and services to deliver unique value. Our platforms address four large markets where our expertise is critical: Data Center, Gaming, Professional Visualization, and Automotive."}
-{"_id": "NVDA20230459", "title": "NVDA Fiscal Year 2024 Summary", "text": "Revenue for fiscal year 2024 was $60.9 billion, up 126% from a year ago."}
-{"_id": "NVDA20230460", "title": "NVDA Fiscal Year 2024 Summary", "text": "Data Center revenue for fiscal year 2024 was up 217%. Strong demand was driven by enterprise software and consumer internet applications, and multiple industry verticals including automotive, financial services, and healthcare. Customers across industry verticals access NVIDIA AI infrastructure both through the cloud and on-premises. Data Center compute revenue was up 244% in the fiscal year. Networking revenue was up 133% in the fiscal year."}
-{"_id": "NVDA20230461", "title": "NVDA Fiscal Year 2024 Summary", "text": "Gaming revenue for fiscal year 2024 was up 15%. The increase reflects higher sell-in to partners following the normalization of channel inventory levels and growing demand."}
-{"_id": "NVDA20230462", "title": "NVDA Fiscal Year 2024 Summary", "text": "Professional Visualization revenue for fiscal year 2024 was up 1%."}
-{"_id": "NVDA20230463", "title": "NVDA Fiscal Year 2024 Summary", "text": "Automotive revenue for the fiscal year 2024 was up 21%. The increase primarily reflected growth in self-driving platforms."}
-{"_id": "NVDA20230464", "title": "NVDA Fiscal Year 2024 Summary", "text": "Gross margin increased in fiscal year 2024, primarily driven by Data Center revenue growth and lower net inventory provisions as a percentage of revenue."}
-{"_id": "NVDA20230465", "title": "NVDA Fiscal Year 2024 Summary", "text": "Operating expenses increased for fiscal year 2024, driven by growth in employees and compensation increases. Fiscal year 2023 also included a $1.4 billion acquisition termination charge related to the proposed Arm transaction."}
-{"_id": "NVDA20230467", "title": "NVDA Market Platform Highlights", "text": "Data Center revenue for fiscal year 2024 was $47.5 billion, up 217% from fiscal year 2023. In Data Center, we launched AI inference platforms that combine our full-stack inference software with NVIDIA Ada, NVIDIA Hopper and NVIDIA Grace Hopper processors optimized for generative AI, LLMs and other AI workloads. We introduced NVIDIA DGX Cloud and AI Foundations to help businesses create and operate custom large language models and generative AI models. As AV algorithms move to video transformers, and more cars are equipped with cameras, we expect NVIDIA\u2019s automotive data center processing demand to grow significantly. We estimate that in fiscal year 2024, approximately 40% of Data Center revenue was for AI inference. In the fourth quarter of fiscal year 2024, large cloud providers represented more than half of our Data Center revenue, supporting both internal workloads and external customers. We announced NVIDIA Spectrum-X, an accelerated networking platform for AI."}
-{"_id": "NVDA20230468", "title": "NVDA Market Platform Highlights", "text": "Gaming revenue for fiscal year 2024 was $10.4 billion, up 15% from fiscal year 2023. In Gaming, we launched the GeForce RTX 4060 and 4070 GPUs based on the NVIDIA Ada Lovelace architecture. We announced NVIDIA Avatar Cloud Engine for Games, a custom AI model foundry service using AI-powered natural language interactions to transform games and launched DLSS 3.5 Ray Reconstruction. Additionally, we released TensorRT-LLM for Windows and launched GeForce RTX 40-Series SUPER GPUs. Gaming reached a milestone of 500 AI-powered RTX games and applications utilizing NVIDIA DLSS, ray tracing and other NVIDIA RTX technologies."}
-{"_id": "NVDA20230469", "title": "NVDA Market Platform Highlights", "text": "Professional Visualization revenue for fiscal year 2024 was $1.6 billion, up 1% from fiscal year 2023. In Professional Visualization, we announced new GPUs based on the NVIDIA RTX Ada Lovelace architecture, and announced NVIDIA Omniverse Cloud, a fully managed service running in Microsoft Azure, for the development and deployment of industrial metaverse applications."}
-{"_id": "NVDA20230471", "title": "NVDA Market Platform Highlights", "text": "Automotive revenue for fiscal year 2024 was $1.1 billion, up 21% from fiscal year 2023. In Automotive, we announced a partnership with MediaTek, which will develop mainstream automotive systems on chips for global OEMs integrating a new NVIDIA GPU chiplet IP for AI and graphics. We furthered our collaboration with Foxconn to develop next-generation"}
-{"_id": "NVDA20230472", "title": "NVDA Market Platform Highlights", "text": "electric vehicles, and announced further adoption of NVIDIA DRIVE platform with BYD, XPENG, GWM, Li Auto, ZEEKR and Xiaomi."}
-{"_id": "NVDA20230474", "title": "NVDA Critical Accounting Estimates", "text": "Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, cost of revenue, expenses and related disclosure of contingencies. Critical accounting estimates are those estimates that involve a significant level of estimation uncertainty and could have a material impact on our financial condition or results of operations. We have critical accounting estimates in the areas of inventories, revenue recognition, and income taxes. Refer to Note 1 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for a summary of significant accounting policies."}
-{"_id": "NVDA20230476", "title": "NVDA Inventories", "text": "We charge cost of sales for inventory provisions to write-down our inventory to the lower of cost or net realizable value or for obsolete or excess inventory, and for excess product purchase commitments. Most of our inventory provisions relate to excess quantities of products or components, based on our inventory levels and future product purchase commitments compared to assumptions about future demand and market conditions, which requires management judgment."}
-{"_id": "NVDA20230477", "title": "NVDA Inventories", "text": "Situations that may result in excess or obsolete inventory or excess product purchase commitments include changes in business and economic conditions, changes in market conditions, sudden and significant decreases in demand for our products, inventory obsolescence because of changing technology and customer requirements, new product introductions resulting in less demand for existing products or inconsistent spikes in demand, failure to estimate customer demand properly, ordering in advance of historical lead-times, government regulations and the impact of changes in future demand, or increase in demand for competitive products, including competitive actions. Cancellation or deferral of customer purchase orders could result in our holding excess inventory."}
-{"_id": "NVDA20230478", "title": "NVDA Inventories", "text": "The net effect on our gross margin from inventory provisions and sales of items previously written down was an unfavorable impact of 2.7% in fiscal year 2024 and 7.5% in fiscal year 2023. Our inventory and capacity purchase commitments are based on forecasts of future customer demand. We account for our third-party manufacturers' lead times and constraints. Our manufacturing lead times can be and have been long, and in some cases, extended beyond twelve months for some products. We may place non-cancellable inventory orders for certain product components in advance of our historical lead times, pay premiums and provide deposits to secure future supply and capacity. We also adjust to other market factors, such as product offerings and pricing actions by our competitors, new product transitions, and macroeconomic conditions - all of which may impact demand for our products."}
-{"_id": "NVDA20230479", "title": "NVDA Inventories", "text": "Refer to the Gross Profit and Gross Margin discussion below in this Management's Discussion and Analysis for further discussion."}
-{"_id": "NVDA20230481", "title": "NVDA Income Taxes", "text": "We are subject to income taxes in the U.S. and foreign jurisdictions. Our calculation of deferred tax assets and liabilities is based on certain estimates and judgments and involves dealing with uncertainties in the application of complex tax laws. Our estimates of deferred tax assets and liabilities may change based, in part, on added certainty or finality to an anticipated outcome, changes in accounting standards or tax laws in the U.S. or foreign jurisdictions where we operate, or changes in other facts or circumstances. In addition, we recognize liabilities for potential U.S. and foreign income tax contingencies based on our estimate of whether, and the extent to which, additional taxes may be due. If we determine that payment of these amounts is unnecessary or if the recorded tax liability is less than our current assessment, we may be required to recognize an income tax benefit or additional income tax expense in our financial statements accordingly."}
-{"_id": "NVDA20230482", "title": "NVDA Income Taxes", "text": "As of the end of fiscal years 2024 and 2023, we had a valuation allowance of $1.6 billion and $1.5 billion, respectively, related to capital loss carryforwards, and certain state and other deferred tax assets that management determined are not likely to be realized due, in part, to jurisdictional projections of future taxable income, including capital gains. To the extent realization of the deferred tax assets becomes more-likely-than-not, we would recognize such deferred tax assets as income tax benefits during the period."}
-{"_id": "NVDA20230484", "title": "NVDA Income Taxes", "text": "We recognize the benefit from a tax position only if it is more-likely-than-not that the position would be sustained upon audit based solely on the technical merits of the tax position. Our policy is to include interest and penalties related to unrecognized tax benefits as a component of income tax expense."}
-{"_id": "NVDA20230487", "title": "NVDA Revenue Allowances", "text": "For products sold with a right of return, we record a reduction to revenue by establishing a sales return allowance for estimated product returns at the time revenue is recognized, based primarily on historical return rates. However, if product returns for a fiscal period are anticipated to exceed historical return rates, we may determine that additional sales return allowances are required to reflect our estimated exposure for product returns. Return rights for certain stocking distributors for specific products are contractually limited based on a percentage of prior quarter shipments. For shipments to other customers, we do not allow returns, although we may approve returns for credit or refund based on applicable facts and circumstances."}
-{"_id": "NVDA20230488", "title": "NVDA Revenue Allowances", "text": "We account for customer programs, which involve rebates and marketing development funds, as a reduction in revenue and accrue for such programs based on the amount we expect to be claimed by customers. Certain customer programs include distributor price incentives or other channel programs for specific products and customer classes which require judgement as to whether the applicable incentives will be attained. Estimates for customer program accruals include a combination of historical attainment and claim rates and may be adjusted based on relevant internal and external factors."}
-{"_id": "NVDA20230490", "title": "NVDA License and Development Arrangements", "text": "Revenue from License and Development Arrangements is recognized over the period in which the development services are performed. Each fiscal reporting period, we measure progress to completion based on actual cost incurred to date as a percentage of the estimated total cost required to complete each project. Estimated total cost for each project includes a forecast of internal engineer personnel time expected to be incurred and other third-party costs as applicable."}
-{"_id": "NVDA20230492", "title": "NVDA Contracts with Multiple Performance Obligations", "text": "Our contracts may contain more than one performance obligation. Judgement is required in determining whether each performance obligation within a customer contract is distinct. Except for License and Development Arrangements, NVIDIA products and services function on a standalone basis and do not require a significant amount of integration or interdependency. Therefore, multiple performance obligations contained within a customer contract are considered distinct and are not combined for revenue recognition purposes."}
-{"_id": "NVDA20230493", "title": "NVDA Contracts with Multiple Performance Obligations", "text": "We allocate the total transaction price to each distinct performance obligation in a multiple performance obligations arrangement on a relative standalone selling price basis. In certain cases, we can establish standalone selling price based on directly observable prices of products or services sold separately in comparable circumstances to similar customers. If standalone selling price is not directly observable, such as when we do not sell a product or service separately, we determine standalone selling price based on market data and other observable inputs."}
-{"_id": "NVDA20230495", "title": "NVDA Change in Accounting Estimate", "text": "In February 2023, we assessed the useful lives of our property, plant, and equipment. Based on advances in technology and usage rate, we increased the estimated useful life of a majority of the server, storage, and network equipment from three years to a range of four to five years, and assembly and test equipment from five years to seven years. The estimated effect of this change for fiscal year 2024 was a benefit of $33 million and $102 million for cost of revenue and operating expenses, respectively, which resulted in an increase in operating income of $135 million and net income of $114 million after tax, or $0.05 per both basic and diluted share."}
-{"_id": "NVDA20230498", "title": "NVDA Results of Operations", "text": "A discussion regarding our financial condition and results of operations for fiscal year 2024 compared to fiscal year 2023 is presented below. A discussion regarding our financial condition and results of operations for fiscal year 2023 compared to fiscal year 2022 can be found under Item 7 in our Annual Report on Form 10-K for the fiscal year ended January 29, 2023, filed with the SEC on February 24, 2023, which is available free of charge on the SEC\u2019s website at http://www.sec.gov and at our investor relations website, http://investor.nvidia.com."}
-{"_id": "NVDA20230517", "title": "NVDA Results of Operations", "text": "The following table sets forth, for the periods indicated, certain items in our Consolidated Statements of Income expressed as a percentage of revenue. ######Year Ended#### ##Jan 28, 2024######Jan 29, 2023## Revenue##100.0##%####100.0##% Cost of revenue##27.3######43.1## Gross profit##72.7######56.9## Operating expenses########## Research and development##14.2######27.2## Sales, general and administrative##4.4######9.1## Acquisition termination cost##\u2014######5.0## Total operating expenses##18.6######41.3## Operating income##54.1######15.6## Interest income##1.4######1.0## Interest expense##(0.4)######(1.0)## Other, net##0.4######(0.1)## Other income (expense), net##1.4######(0.1)## Income before income tax##55.5######15.5## Income tax expense (benefit)##6.6######(0.7)## Net income##48.9##%####16.2##%"}
-{"_id": "NVDA20230525", "title": "NVDA Revenue by Reportable Segments", "text": " ##########Year Ended######## ####Jan 28, 2024####Jan 29, 2023######$ Change##% Change## ##########($ in millions)######## Compute & Networking##$##47,405##$##15,068####$##32,337##215##% Graphics####13,517####11,906######1,611##14##% Total##$##60,922##$##26,974####$##33,948##126##%"}
-{"_id": "NVDA20230533", "title": "NVDA Operating Income by Reportable Segments", "text": " ##########Year Ended######## ####Jan 28, 2024####Jan 29, 2023######$ Change##% Change## ##########($ in millions)######## Compute & Networking##$##32,016##$##5,083####$##26,933##530##% Graphics####5,846####4,552######1,294##28##% All Other####(4,890)####(5,411)######521##(10)##% Total##$##32,972##$##4,224####$##28,748##681##%"}
-{"_id": "NVDA20230534", "title": "NVDA Operating Income by Reportable Segments", "text": "Compute & Networking revenue \u2013 The year-on-year increase was due to higher Data Center revenue. Compute grew 266% due to higher shipments of the NVIDIA Hopper GPU computing platform for the training and inference of LLMs, recommendation engines and generative AI applications. Networking was up 133% due to higher shipments of InfiniBand."}
-{"_id": "NVDA20230535", "title": "NVDA Operating Income by Reportable Segments", "text": "Graphics revenue \u2013 The year-on-year increase was led by growth in Gaming of 15% driven by higher sell-in to partners following the normalization of channel inventory levels."}
-{"_id": "NVDA20230537", "title": "NVDA Operating Income by Reportable Segments", "text": "Reportable segment operating income \u2013 The year-on-year increase in Compute & Networking and Graphics operating income was driven by higher revenue."}
-{"_id": "NVDA20230538", "title": "NVDA Operating Income by Reportable Segments", "text": "All Other operating loss - The year-on-year decrease was due to the $1.4 billion Arm acquisition termination cost in fiscal year 2023, partially offset by a $839 million increase in stock-based compensation expense in fiscal year 2024."}
-{"_id": "NVDA20230540", "title": "NVDA Concentration of Revenue", "text": "Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and gamers in a different location. Revenue from sales to customers outside of the United States accounted for 56% and 69% of total revenue for fiscal years 2024 and 2023, respectively."}
-{"_id": "NVDA20230541", "title": "NVDA Concentration of Revenue", "text": "Our direct and indirect customers include public cloud, consumer internet companies, enterprises, startups, public sector entities, OEMs, ODMs, system integrators, AIB, and distributors."}
-{"_id": "NVDA20230542", "title": "NVDA Concentration of Revenue", "text": "Sales to one customer, Customer A, represented 13% of total revenue for fiscal year 2024, which was attributable to the Compute & Networking segment."}
-{"_id": "NVDA20230543", "title": "NVDA Concentration of Revenue", "text": "One indirect customer which primarily purchases our products through system integrators and distributors, including through Customer A, is estimated to have represented approximately 19% of total revenue for fiscal year 2024, attributable to the Compute & Networking segment."}
-{"_id": "NVDA20230544", "title": "NVDA Concentration of Revenue", "text": "Our estimated Compute & Networking demand is expected to remain concentrated."}
-{"_id": "NVDA20230545", "title": "NVDA Concentration of Revenue", "text": "There were no customers with 10% or more of total revenue for fiscal years 2023 and 2022."}
-{"_id": "NVDA20230547", "title": "NVDA Gross Profit and Gross Margin", "text": "Gross profit consists of total revenue, net of allowances, less cost of revenue. Cost of revenue consists primarily of the cost of semiconductors, including wafer fabrication, assembly, testing and packaging, board and device costs, manufacturing support costs, including labor and overhead associated with such purchases, final test yield fallout, inventory and warranty provisions, memory and component costs, tariffs, and shipping costs. Cost of revenue also includes acquisition-related costs, development costs for license and service arrangements, IP-related costs, and stock-based compensation related to personnel associated with manufacturing operations."}
-{"_id": "NVDA20230548", "title": "NVDA Gross Profit and Gross Margin", "text": "Our overall gross margin increased to 72.7% in fiscal year 2024 from 56.9% in fiscal year 2023. The year over year increase was primarily due to strong Data Center revenue growth of 217% and lower net inventory provisions as a percentage of revenue."}
-{"_id": "NVDA20230549", "title": "NVDA Gross Profit and Gross Margin", "text": "Provisions for inventory and excess inventory purchase obligations totaled $2.2 billion for both fiscal years 2024 and 2023. Sales of previously reserved inventory or settlements of excess inventory purchase obligations resulted in a provision release of $540 million and $137 million for fiscal years 2024 and 2023, respectively. The net effect on our gross margin was an unfavorable impact of 2.7% and 7.5% in fiscal years 2024 and 2023, respectively."}
-{"_id": "NVDA20230561", "title": "NVDA Operating Expenses", "text": " ##############Year Ended######## ####Jan 28, 2024######Jan 29, 2023########$ Change##% Change## ##############($ in millions)######## Research and development expenses##$##8,675####$##7,339######$##1,336##18##% % of net revenue####14.2##%####27.2##%########## Sales, general and administrative expenses####2,654######2,440########214##9##% % of net revenue####4.4##%####9.1##%########## Acquisition termination cost####\u2014######1,353########(1,353)##(100)##% % of net revenue####\u2014##%####5.0##%########## Total operating expenses##$##11,329####$##11,132######$##197##2##% % of net revenue####18.6##%####41.3##%##########"}
-{"_id": "NVDA20230562", "title": "NVDA Operating Expenses", "text": "The increase in research and development expenses and sales, general and administrative expenses for fiscal year 2024 was primarily driven by compensation and benefits, including stock-based compensation, reflecting employee growth and compensation increases."}
-{"_id": "NVDA20230565", "title": "NVDA Acquisition Termination Cost", "text": "We recorded an acquisition termination cost related to the Arm transaction of $1.4 billion in fiscal year 2023 reflecting the write-off of the prepayment provided at signing."}
-{"_id": "NVDA20230573", "title": "NVDA Other Income (Expense), Net", "text": " ########Year Ended#### ####Jan 28, 2024####Jan 29, 2023####$ Change ########($ in millions)#### Interest income##$##866##$##267##$##599 Interest expense####(257)####(262)####5 Other, net####237####(48)####285 Other income (expense), net##$##846##$##(43)##$##889"}
-{"_id": "NVDA20230574", "title": "NVDA Other Income (Expense), Net", "text": "Interest income consists of interest earned on cash, cash equivalents and marketable securities. The increase in interest income was due to higher yields on higher cash balances."}
-{"_id": "NVDA20230575", "title": "NVDA Other Income (Expense), Net", "text": "Interest expense is comprised of coupon interest and debt discount amortization related to our notes."}
-{"_id": "NVDA20230576", "title": "NVDA Other Income (Expense), Net", "text": "Other, net, consists of realized or unrealized gains and losses from investments in non-affiliated entities and the impact of changes in foreign currency rates. Change in Other, net, compared to fiscal year 2023 was driven by changes in value from our non-affiliated investments. Refer to Note 9 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information regarding our investments in non-affiliated entities."}
-{"_id": "NVDA20230578", "title": "NVDA Income Taxes", "text": "We recognized income tax expense of $4.1 billion for fiscal year 2024 and income tax benefit of $187 million for fiscal year 2023. Income tax as a percentage of income before income tax was an expense of 12.0% for fiscal year 2024 and a benefit of 4.5% for fiscal year 2023."}
-{"_id": "NVDA20230579", "title": "NVDA Income Taxes", "text": "During the third quarter of fiscal year 2024, the Internal Revenue Service, or IRS, audit of our federal income tax returns for fiscal years 2018 and 2019 was resolved. We recognized a non-cash net benefit of $145 million, related to this IRS audit resolution, for effectively settled positions. This benefit consists of a reduction in unrecognized tax benefits of $236 million and related accrued interest of $17 million, net of federal benefit, partially offset by additional cash tax payments and reductions in tax attribute carryforwards of $108 million."}
-{"_id": "NVDA20230580", "title": "NVDA Income Taxes", "text": "The effective tax rate increased due to a decreased impact of tax benefits from the FDII deduction, stock-based compensation, and the U.S. federal research tax credit, relative to the increase in income before income tax. The increase in the effective tax rate was partially offset by a benefit due to the IRS audit resolution."}
-{"_id": "NVDA20230581", "title": "NVDA Income Taxes", "text": "Our effective tax rates for fiscal years 2024 and 2023 were lower than the U.S. federal statutory rate of 21% due primarily to tax benefits from the FDII deduction, stock-based compensation and the U.S. federal research tax credit. Our effective tax rate for fiscal year 2024 was additionally benefited by the IRS audit resolution."}
-{"_id": "NVDA20230582", "title": "NVDA Income Taxes", "text": "The OECD has announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules for a new 15% global minimum tax applicable to large multinational corporations. Certain jurisdictions, including European Union member states and the United Kingdom, have enacted Pillar Two legislation that will start to become effective for our fiscal year 2025. The OECD, and its member countries, continue to release new guidance and legislation on Pillar Two and we continue to evaluate the impact on our financial position of the global implementation of these rules. Based on enacted laws, Pillar Two is not expected to materially impact our effective tax rate or cash flows in the next fiscal year. New legislation or guidance could change our current assessment."}
-{"_id": "NVDA20230584", "title": "NVDA Income Taxes", "text": "Refer to Note 14 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information."}
-{"_id": "NVDA20230596", "title": "NVDA Liquidity and Capital Resources", "text": " ####Jan 28, 2024######Jan 29, 2023 ######(In millions)#### Cash and cash equivalents##$##7,280####$##3,389 Marketable securities####18,704######9,907 Cash, cash equivalents, and marketable securities##$##25,984####$##13,296 ######Year Ended#### ####Jan 28, 2024######Jan 29, 2023 ######(In millions)#### Net cash provided by operating activities##$##28,090####$##5,641 Net cash provided by (used in) investing activities##$##(10,566)####$##7,375 Net cash used in financing activities##$##(13,633)####$##(11,617)"}
-{"_id": "NVDA20230597", "title": "NVDA Liquidity and Capital Resources", "text": "Our investment policy requires the purchase of highly rated fixed income securities, the diversification of investment types and credit exposures, and certain maturity limits on our portfolio."}
-{"_id": "NVDA20230598", "title": "NVDA Liquidity and Capital Resources", "text": "Cash provided by operating activities increased in fiscal year 2024 compared to fiscal year 2023, due to growth in revenue. Accounts receivable balance in fiscal year 2024 reflected $557 million from customer payments received ahead of the invoice due date."}
-{"_id": "NVDA20230599", "title": "NVDA Liquidity and Capital Resources", "text": "Cash provided by investing activities decreased in fiscal year 2024 compared to fiscal year 2023, primarily driven by lower marketable securities maturities and higher purchases of marketable securities."}
-{"_id": "NVDA20230600", "title": "NVDA Liquidity and Capital Resources", "text": "Cash used in financing activities increased in fiscal year 2024 compared to fiscal year 2023, due to a debt repayment and higher tax payments related to RSUs, partially offset by lower share repurchases."}
-{"_id": "NVDA20230602", "title": "NVDA Liquidity", "text": "Our primary sources of liquidity are our cash, cash equivalents, and marketable securities, and the cash generated by our operations. At the end of fiscal year 2024, we had $26.0 billion in cash, cash equivalents and marketable securities. We believe that we have sufficient liquidity to meet our operating requirements for at least the next twelve months, and for the foreseeable future, including our future supply obligations and $1.3 billion of debt repayment due in fiscal year 2025 and share purchases. We continuously evaluate our liquidity and capital resources, including our access to external capital, to ensure we can finance future capital requirements."}
-{"_id": "NVDA20230603", "title": "NVDA Liquidity", "text": "Our marketable securities consist of debt securities issued by the U.S. government and its agencies, highly rated corporations and financial institutions, and foreign government entities, as well as certificates of deposit issued by highly rated financial institutions. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 8 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information."}
-{"_id": "NVDA20230604", "title": "NVDA Liquidity", "text": "During fiscal year 2025, we expect to use our existing cash, cash equivalents, and marketable securities, and the cash generated by our operations to fund our capital investments of approximately $3.5 billion to $4.0 billion related to property and equipment."}
-{"_id": "NVDA20230605", "title": "NVDA Liquidity", "text": "Except for approximately $1.4 billion of cash, cash equivalents, and marketable securities held outside the U.S. for which we have not accrued any related foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketable securities held outside of the U.S. at the end of fiscal year 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes."}
-{"_id": "NVDA20230607", "title": "NVDA Capital Return to Shareholders", "text": "During fiscal year 2024, we paid $395 million in quarterly cash dividends."}
-{"_id": "NVDA20230608", "title": "NVDA Capital Return to Shareholders", "text": "Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the dividend program and the declaration of dividends thereunder are in the best interests of our shareholders."}
-{"_id": "NVDA20230610", "title": "NVDA Capital Return to Shareholders", "text": "In August 2023, our Board of Directors approved an increase to our share repurchase program of an additional $25.0 billion, without expiration. During fiscal year 2024, we repurchased 21 million shares of our common stock for $9.7 billion. As of January 28, 2024, we were authorized, subject to certain specifications, to repurchase additional shares of our"}
-{"_id": "NVDA20230611", "title": "NVDA Capital Return to Shareholders", "text": "common stock up to $22.5 billion. From January 29, 2024 through February 16, 2024, we repurchased 2.8 million shares for $1.9 billion pursuant to a Rule 10b5-1 trading plan. Our share repurchase program aims to offset dilution from shares issued to employees. We may pursue additional share repurchases as we weigh market factors and other investment opportunities. We plan to continue share repurchases this fiscal year."}
-{"_id": "NVDA20230612", "title": "NVDA Capital Return to Shareholders", "text": "The U.S. Inflation Reduction Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made after December 31, 2022 which was not material for fiscal year 2024."}
-{"_id": "NVDA20230624", "title": "NVDA Outstanding Indebtedness and Commercial Paper Program", "text": "Our aggregate debt maturities as of January 28, 2024, by year payable, are as follows: ####Jan 28, 2024 ####(In millions) Due in one year##$##1,250 Due in one to five years####2,250 Due in five to ten years####2,750 Due in greater than ten years####3,500 Unamortized debt discount and issuance costs####(41) Net carrying amount####9,709 Less short-term portion####(1,250) Total long-term portion##$##8,459"}
-{"_id": "NVDA20230625", "title": "NVDA Outstanding Indebtedness and Commercial Paper Program", "text": "We have a $575 million commercial paper program to support general corporate purposes. As of the end of fiscal year 2024, we had no commercial paper outstanding."}
-{"_id": "NVDA20230626", "title": "NVDA Outstanding Indebtedness and Commercial Paper Program", "text": "Refer to Note 12 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for further discussion."}
-{"_id": "NVDA20230628", "title": "NVDA Material Cash Requirements and Other Obligations", "text": "For a description of our long-term debt, purchase obligations, and operating lease obligations, refer to Note 12, Note 13, and Note 3 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K, respectively."}
-{"_id": "NVDA20230629", "title": "NVDA Material Cash Requirements and Other Obligations", "text": "We have unrecognized tax benefits of $1.3 billion, which includes related interest and penalties of $140 million, recorded in non-current income tax payable at the end of fiscal year 2024. We are unable to estimate the timing of any potential tax liability, interest payments, or penalties in individual years due to uncertainties in the underlying income tax positions and the timing of the effective settlement of such tax positions. Refer to Note 14 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for further information."}
-{"_id": "NVDA20230631", "title": "NVDA Climate Change", "text": "To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing renewable energy or climate-related business trends."}
-{"_id": "NVDA20230633", "title": "NVDA Adoption of New and Recently Issued Accounting Pronouncements", "text": "Refer to Note 1 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for a discussion of adoption of new and recently issued accounting pronouncements."}
-{"_id": "NVDA20230636", "title": "NVDA Investment and Interest Rate Risk", "text": "We are exposed to interest rate risk related to our fixed-rate investment portfolio and outstanding debt. The investment portfolio is managed consistent with our overall liquidity strategy in support of both working capital needs and growth of our businesses."}
-{"_id": "NVDA20230637", "title": "NVDA Investment and Interest Rate Risk", "text": "As of the end of fiscal year 2024, we performed a sensitivity analysis on our investment portfolio. According to our analysis, parallel shifts in the yield curve of plus or minus 0.5% would result in a change in fair value for these investments of $93 million."}
-{"_id": "NVDA20230639", "title": "NVDA Investment and Interest Rate Risk", "text": "As of the end of fiscal year 2024, we had $9.7 billion of senior Notes net outstanding. We carry the Notes at face value less unamortized discount on our Consolidated Balance Sheets. As the Notes bear interest at a fixed rate, we have no"}
-{"_id": "NVDA20230640", "title": "NVDA Investment and Interest Rate Risk", "text": "financial statement risk associated with changes in interest rates. Refer to Note 12 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information."}
-{"_id": "NVDA20230642", "title": "NVDA Foreign Exchange Rate Risk", "text": "We consider our direct exposure to foreign exchange rate fluctuations to be minimal as our sales are in United States dollars and foreign currency forward contracts are used to offset movements of foreign currency exchange rate movements. Gains or losses from foreign currency remeasurement are included in other income or expenses. The impact of foreign currency transaction gain or loss included in determining net income was not significant for fiscal years 2024 and 2023."}
-{"_id": "NVDA20230643", "title": "NVDA Foreign Exchange Rate Risk", "text": "Sales and arrangements with third-party manufacturers provide for pricing and payment in United States dollars, and, therefore, are not subject to exchange rate fluctuations. Increases in the value of the United States\u2019 dollar relative to other currencies would make our products more expensive, which could negatively impact our ability to compete. Conversely, decreases in the value of the United States\u2019 dollar relative to other currencies could result in our suppliers raising their manufacturing costs."}
-{"_id": "NVDA20230644", "title": "NVDA Foreign Exchange Rate Risk", "text": "If the U.S. dollar strengthened by 10% as of January 28, 2024 and January 29, 2023, the amount recorded in accumulated other comprehensive income (loss) related to our foreign exchange contracts before tax effect would have been $116 million and $112 million lower, respectively. Change in value recorded in accumulated other comprehensive income (loss) would be expected to offset a corresponding change in hedged forecasted foreign currency expenses when recognized."}
-{"_id": "NVDA20230645", "title": "NVDA Foreign Exchange Rate Risk", "text": "If an adverse 10% foreign exchange rate change was applied to our balance sheet hedging contracts, it would have resulted in an adverse impact on income before taxes of $60 million and $36 million as of January 28, 2024 and January 29, 2023, respectively. These changes in fair values would be offset in other income (expense), net by corresponding change in fair values of the foreign currency denominated monetary assets and liabilities, assuming the hedge contracts fully cover the foreign currency denominated monetary assets and liabilities balances."}
-{"_id": "NVDA20230646", "title": "NVDA Foreign Exchange Rate Risk", "text": "Refer to Note 11 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information."}
-{"_id": "NVDA20230648", "title": "NVDA Financial Statements and Supplementary Data", "text": "The information required by this Item is set forth in our Consolidated Financial Statements and Notes thereto included in this Annual Report on Form 10-K."}
-{"_id": "NVDA20230649", "title": "NVDA Financial Statements and Supplementary Data", "text": "Changes in and Disagreements with Accountants on Accounting and Financial Disclosure"}
-{"_id": "NVDA20230650", "title": "NVDA Financial Statements and Supplementary Data", "text": "None."}
-{"_id": "NVDA20230654", "title": "NVDA Disclosure Controls and Procedures", "text": "Based on their evaluation as of January 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective to provide reasonable assurance."}
-{"_id": "NVDA20230656", "title": "NVDA Management\u2019s Annual Report on Internal Control Over Financial Reporting", "text": "Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 28, 2024 based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the criteria set forth in Internal Control \u2014 Integrated Framework, our management concluded that our internal control over financial reporting was effective as of January 28, 2024."}
-{"_id": "NVDA20230657", "title": "NVDA Management\u2019s Annual Report on Internal Control Over Financial Reporting", "text": "The effectiveness of our internal control over financial reporting as of January 28, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which is included herein."}
-{"_id": "NVDA20230660", "title": "NVDA Changes in Internal Control Over Financial Reporting", "text": "There have been no changes in our internal control over financial reporting during the quarter ended January 28, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of our"}
-{"_id": "NVDA20230661", "title": "NVDA Changes in Internal Control Over Financial Reporting", "text": "existing core financial systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will occur in phases. We will continue to evaluate each quarter whether there are changes that materially affect our internal control over financial reporting."}
-{"_id": "NVDA20230663", "title": "NVDA Inherent Limitations on Effectiveness of Controls", "text": "Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls, will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within NVIDIA have been detected."}
-{"_id": "NVDA20230665", "title": "NVDA Other Information", "text": "On December 18, 2023, John O. Dabiri, a member of our Board of Directors, adopted a trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the sale through December 2, 2024 of an estimated 553 shares of our common stock, assuming our closing stock price as of January 26, 2024. The number of shares is based on an estimate because the plan specifies a formulaic dollar amount of shares to be sold."}
-{"_id": "NVDA20230667", "title": "NVDA Disclosure Regarding Foreign Jurisdictions that Prevent Inspections", "text": "Not Applicable."}
-{"_id": "NVDA20230669", "title": "NVDA Part III", "text": "Certain information required by Part III is omitted from this report because we will file with the SEC a definitive proxy statement pursuant to Regulation 14A, or the 2024 Proxy Statement, no later than 120 days after the end of fiscal year 2024, and certain information included therein is incorporated herein by reference."}
-{"_id": "NVDA20230672", "title": "NVDA Identification of Directors", "text": "Information regarding directors required by this item will be contained in our 2024 Proxy Statement under the caption \u201cProposal 1 - Election of Directors,\u201d and is hereby incorporated by reference."}
-{"_id": "NVDA20230674", "title": "NVDA Identification of Executive Officers", "text": "Reference is made to the information regarding executive officers appearing under the heading \u201cInformation About Our Executive Officers\u201d in Part I of this Annual Report on Form 10-K, which information is hereby incorporated by reference."}
-{"_id": "NVDA20230676", "title": "NVDA Identification of Audit Committee and Financial Experts", "text": "Information regarding our Audit Committee required by this item will be contained in our 2024 Proxy Statement under the captions \u201cReport of the Audit Committee of the Board of Directors\u201d and \u201cInformation About the Board of Directors and Corporate Governance,\u201d and is hereby incorporated by reference."}
-{"_id": "NVDA20230678", "title": "NVDA Material Changes to Procedures for Recommending Directors", "text": "Information regarding procedures for recommending directors required by this item will be contained in our 2024 Proxy Statement under the caption \u201cInformation About the Board of Directors and Corporate Governance,\u201d and is hereby incorporated by reference."}
-{"_id": "NVDA20230680", "title": "NVDA Delinquent Section 16(a) Reports", "text": "Information regarding compliance with Section 16(a) of the Exchange Act required by this item will be contained in our 2024 Proxy Statement under the caption \u201cDelinquent Section 16(a) Reports,\u201d and is hereby incorporated by reference."}
-{"_id": "NVDA20230683", "title": "NVDA Code of Conduct", "text": "Information regarding our Code of Conduct required by this item will be contained in our 2024 Proxy Statement under the caption \u201cInformation About the Board of Directors and Corporate Governance - Code of Conduct,\u201d and is hereby incorporated by reference. The full text of our Code of Conduct and Financial Team Code of Conduct are published on the Investor Relations portion of our website, under Governance, at www.nvidia.com. If we make any amendments to either code, or grant any waiver from a provision of either code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website or in a report on Form 8-K. The contents of our website are not a part of this Annual Report on Form 10-K."}
-{"_id": "NVDA20230685", "title": "NVDA Executive Compensation", "text": "Information regarding our executive compensation required by this item will be contained in our 2024 Proxy Statement under the captions \u201cExecutive Compensation\u201d, \u201cCompensation Committee Interlocks and Insider Participation\u201d, \u201cDirector Compensation\u201d and \u201cCompensation Committee Report,\u201d and is hereby incorporated by reference."}
-{"_id": "NVDA20230686", "title": "NVDA Executive Compensation", "text": "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters"}
-{"_id": "NVDA20230688", "title": "NVDA Ownership of NVIDIA Securities", "text": "Information regarding ownership of NVIDIA securities required by this item will be contained in our 2024 Proxy Statement under the caption \u201cSecurity Ownership of Certain Beneficial Owners and Management,\u201d and is hereby incorporated by reference."}
-{"_id": "NVDA20230690", "title": "NVDA Equity Compensation Plan Information", "text": "Information regarding our equity compensation plans required by this item will be contained in our 2024 Proxy Statement under the caption \"Equity Compensation Plan Information,\" and is hereby incorporated by reference."}
-{"_id": "NVDA20230692", "title": "NVDA Certain Relationships and Related Transactions, and Director Independence", "text": "Information regarding related transactions and director independence required by this item will be contained in our 2024 Proxy Statement under the captions \u201cReview of Transactions with Related Persons\u201d and \u201cInformation About the Board of Directors and Corporate Governance - Independence of the Members of the Board of Directors,\u201d and is hereby incorporated by reference."}
-{"_id": "NVDA20230695", "title": "NVDA Principal Accountant Fees and Services", "text": "Information regarding accounting fees and services required by this item will be contained in our 2024 Proxy Statement under the caption \u201cFees Billed by the Independent Registered Public Accounting Firm,\u201d and is hereby incorporated by reference."}
-{"_id": "NVDA20230711", "title": "NVDA Exhibit and Financial Statement Schedules", "text": " ######Page (a)##1.##Financial Statements## ####Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)##48 ####Consolidated Statements of Income for the years ended January 28, 2024, January 29, 2023, and January 30, 2022##50 ####Consolidated Statements of Comprehensive Income for the years ended January 28, 2024, January 29, 2023, and January 30, 2022##51 ####Consolidated Balance Sheets as of January 28, 2024 and January 29, 2023##52 ####Consolidated Statements of Shareholders\u2019 Equity for the years ended January 28, 2024, January 29, 2023, and January 30, 2022##53 ####Consolidated Statements of Cash Flows for the years ended January 28, 2024, January 29, 2023, and January 30, 2022##54 ####Notes to the Consolidated Financial Statements##55 ##2.##Financial Statement Schedule## ####Schedule II Valuation and Qualifying Accounts for the years ended January 28, 2024, January 29, 2023, and January 30, 2022##81 ##3.##Exhibits## ####The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as a part of this Annual Report on Form 10-K.##82"}
-{"_id": "NVDA20230714", "title": "NVDA To the Board of Directors and Shareholders of NVIDIA Corporation", "text": "Opinions on the Financial Statements and Internal Control over Financial Reporting"}
-{"_id": "NVDA20230715", "title": "NVDA To the Board of Directors and Shareholders of NVIDIA Corporation", "text": "We have audited the accompanying consolidated balance sheets of NVIDIA Corporation and its subsidiaries (the \u201cCompany\u201d) as of January 28, 2024 and January 29, 2023, and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended January 28, 2024, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company's internal control over financial reporting as of January 28, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)."}
-{"_id": "NVDA20230716", "title": "NVDA To the Board of Directors and Shareholders of NVIDIA Corporation", "text": "In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 28, 2024 and January 29, 2023, and the results of its operations and its cash flows for each of the three years in the period ended January 28, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 28, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO."}
-{"_id": "NVDA20230718", "title": "NVDA Basis for Opinions", "text": "The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management\u2019s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company\u2019s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "NVDA20230719", "title": "NVDA Basis for Opinions", "text": "We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects."}
-{"_id": "NVDA20230720", "title": "NVDA Basis for Opinions", "text": "Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions."}
-{"_id": "NVDA20230722", "title": "NVDA Definition and Limitations of Internal Control over Financial Reporting", "text": "A company\u2019s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company\u2019s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company\u2019s assets that could have a material effect on the financial statements."}
-{"_id": "NVDA20230724", "title": "NVDA Definition and Limitations of Internal Control over Financial Reporting", "text": "Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate."}
-{"_id": "NVDA20230726", "title": "NVDA Critical Audit Matters", "text": "The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates."}
-{"_id": "NVDA20230727", "title": "NVDA Critical Audit Matters", "text": "Valuation of Inventories - Provisions for Excess or Obsolete Inventories and Excess Product Purchase Commitments"}
-{"_id": "NVDA20230728", "title": "NVDA Critical Audit Matters", "text": "As described in Notes 1, 10 and 13 to the consolidated financial statements, the Company charges cost of sales for inventory provisions to write-down inventory for excess or obsolete inventory and for excess product purchase commitments. Most of the Company\u2019s inventory provisions relate to excess quantities of products, based on the Company\u2019s inventory levels and future product purchase commitments compared to assumptions about future demand and market conditions. As of January 28, 2024, the Company\u2019s consolidated inventories balance was $5.3 billion and the Company\u2019s consolidated outstanding inventory purchase and long-term supply and capacity obligations balance was $16.1 billion, of which a significant portion relates to inventory purchase obligations."}
-{"_id": "NVDA20230729", "title": "NVDA Critical Audit Matters", "text": "The principal considerations for our determination that performing procedures relating to the valuation of inventories, specifically the provisions for excess or obsolete inventories and excess product purchase commitments, is a critical audit matter are the significant judgment by management when developing provisions for excess or obsolete inventories and excess product purchase commitments, including developing assumptions related to future demand and market conditions. This in turn led to significant auditor judgment, subjectivity, and effort in performing procedures and evaluating management\u2019s assumptions related to future demand and market conditions."}
-{"_id": "NVDA20230730", "title": "NVDA Critical Audit Matters", "text": "Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management\u2019s provisions for excess or obsolete inventories and excess product purchase commitments, including controls over management\u2019s assumptions related to future demand and market conditions. These procedures also included, among others, testing management\u2019s process for developing the provisions for excess or obsolete inventories and excess product purchase commitments; evaluating the appropriateness of management\u2019s approach; testing the completeness and accuracy of underlying data used in the approach; and evaluating the reasonableness of management\u2019s assumptions related to future demand and market conditions. Evaluating management\u2019s assumptions related to future demand and market conditions involved evaluating whether the assumptions used by management were reasonable considering (i) current and past results, including historical product life cycle, (ii) the consistency with external market and industry data, and (iii) changes in technology."}
-{"_id": "NVDA20230735", "title": "NVDA February 21, 2024", "text": "We have served as the Company\u2019s auditor since 2004."}
-{"_id": "NVDA20230762", "title": "NVDA Consolidated Statements of Income (In millions, except per share data)", "text": " ########Year Ended#### ####Jan 28, 2024####Jan 29, 2023####Jan 30, 2022 Revenue##$##60,922##$##26,974##$##26,914 Cost of revenue####16,621####11,618####9,439 Gross profit####44,301####15,356####17,475 Operating expenses############ Research and development####8,675####7,339####5,268 Sales, general and administrative####2,654####2,440####2,166 Acquisition termination cost####\u2014####1,353####\u2014 Total operating expenses####11,329####11,132####7,434 Operating income####32,972####4,224####10,041 Interest income####866####267####29 Interest expense####(257)####(262)####(236) Other, net####237####(48)####107 Other income (expense), net####846####(43)####(100) Income before income tax####33,818####4,181####9,941 Income tax expense (benefit)####4,058####(187)####189 Net income##$##29,760##$##4,368##$##9,752 Net income per share:############ Basic##$##12.05##$##1.76##$##3.91 Diluted##$##11.93##$##1.74##$##3.85 Weighted average shares used in per share computation:############ Basic####2,469####2,487####2,496 Diluted####2,494####2,507####2,535"}
-{"_id": "NVDA20230764", "title": "NVDA Consolidated Statements of Income (In millions, except per share data)", "text": "See accompanying notes to the consolidated financial statements."}
-{"_id": "NVDA20230781", "title": "NVDA Consolidated Statements of Comprehensive Income (In millions)", "text": " ########Year Ended#### ####Jan 28, 2024####Jan 29, 2023####Jan 30, 2022 Net income##$##29,760##$##4,368##$##9,752 Other comprehensive income (loss), net of tax############ Available-for-sale securities:############ Net change in unrealized gain (loss)####80####(31)####(16) Reclassification adjustments for net realized gain included in net income####\u2014####1####\u2014 Net change in unrealized gain (loss)####80####(30)####(16) Cash flow hedges:############ Net change in unrealized gain (loss)####38####47####(43) Reclassification adjustments for net realized gain (loss) included in net income####(48)####(49)####29 Net change in unrealized loss####(10)####(2)####(14) Other comprehensive income (loss), net of tax####70####(32)####(30) Total comprehensive income##$##29,830##$##4,336##$##9,722"}
-{"_id": "NVDA20230783", "title": "NVDA Consolidated Statements of Comprehensive Income (In millions)", "text": "See accompanying notes to the consolidated financial statements."}
-{"_id": "NVDA20230821", "title": "NVDA Consolidated Balance Sheets (In millions, except par value)", "text": " ####Jan 28, 2024####Jan 29, 2023 Assets######## Current assets:######## Cash and cash equivalents##$##7,280##$##3,389 Marketable securities####18,704####9,907 Accounts receivable, net####9,999####3,827 Inventories####5,282####5,159 Prepaid expenses and other current assets####3,080####791 Total current assets####44,345####23,073 Property and equipment, net####3,914####3,807 Operating lease assets####1,346####1,038 Goodwill####4,430####4,372 Intangible assets, net####1,112####1,676 Deferred income tax assets####6,081####3,396 Other assets####4,500####3,820 Total assets##$##65,728##$##41,182 Liabilities and Shareholders' Equity######## Current liabilities:######## Accounts payable##$##2,699##$##1,193 Accrued and other current liabilities####6,682####4,120 Short-term debt####1,250####1,250 Total current liabilities####10,631####6,563 Long-term debt####8,459####9,703 Long-term operating lease liabilities####1,119####902 Other long-term liabilities####2,541####1,913 Total liabilities####22,750####19,081 Commitments and contingencies - see Note 13######## Shareholders\u2019 equity:######## Preferred stock, $0.001 par value; 2 shares authorized; none issued####\u2014####\u2014 Common stock, $0.001 par value; 8,000 shares authorized; 2,464 shares issued and outstanding as of January 28, 2024; 2,466 shares issued and outstanding as of January 29, 2023####2####2 Additional paid-in capital####13,132####11,971 Accumulated other comprehensive income (loss)####27####(43) Retained earnings####29,817####10,171 Total shareholders' equity####42,978####22,101 Total liabilities and shareholders' equity##$##65,728##$##41,182"}
-{"_id": "NVDA20230823", "title": "NVDA Consolidated Balance Sheets (In millions, except par value)", "text": "See accompanying notes to the consolidated financial statements."}
-{"_id": "NVDA20230854", "title": "NVDA Consolidated Statements of Shareholders' Equity", "text": " ####Common Stock Outstanding########Additional Paid-in####Treasury####Accumulated Other Comprehensive####Retained####Total Shareholders' ##Shares######Amount####Capital####Stock####Income (Loss)####Earnings####Equity (In millions, except per share data)############################ Balances, Jan 31, 2021##2,479####$##3##$##8,719##$##(10,756)##$##19##$##18,908##$##16,893 Net income##\u2014######\u2014####\u2014####\u2014####\u2014####9,752####9,752 Other comprehensive loss##\u2014######\u2014####\u2014####\u2014####(30)####\u2014####(30) Issuance of common stock from stock plans##35######\u2014####281####\u2014####\u2014####\u2014####281 Tax withholding related to vesting of restricted stock units##(8)######\u2014####(614)####(1,290)####\u2014####\u2014####(1,904) Cash dividends declared and paid ($0.16 per common share)##\u2014######\u2014####\u2014####\u2014####\u2014####(399)####(399) Fair value of partially vested equity awards assumed in connection with acquisitions##\u2014######\u2014####18####\u2014####\u2014####\u2014####18 Stock-based compensation##\u2014######\u2014####2,001####\u2014####\u2014####\u2014####2,001 Retirement of Treasury Stock##\u2014######\u2014####(20)####12,046####\u2014####(12,026)####\u2014 Balances, Jan 30, 2022##2,506######3####10,385####\u2014####(11)####16,235####26,612 Net income##\u2014######\u2014####\u2014####\u2014####\u2014####4,368####4,368 Other comprehensive loss##\u2014######\u2014####\u2014####\u2014####(32)####\u2014####(32) Issuance of common stock from stock plans##31######\u2014####355####\u2014####\u2014####\u2014####355 Tax withholding related to vesting of restricted stock units##(8)######\u2014####(1,475)####\u2014####\u2014####\u2014####(1,475) Shares repurchased##(63)######(1)####(4)####\u2014####\u2014####(10,034)####(10,039) Cash dividends declared and paid ($0.16 per common share)##\u2014######\u2014####\u2014####\u2014####\u2014####(398)####(398) Stock-based compensation##\u2014######\u2014####2,710####\u2014####\u2014####\u2014####2,710 Balances, Jan 29, 2023##2,466######2####11,971####\u2014####(43)####10,171####22,101 Net income##\u2014######\u2014####\u2014####\u2014####\u2014####29,760####29,760 Other comprehensive income##\u2014######\u2014####\u2014####\u2014####70########70 Issuance of common stock from stock plans##26######\u2014####403####\u2014####\u2014####\u2014####403 Tax withholding related to vesting of restricted stock units##(7)######\u2014####(2,783)####\u2014####\u2014####\u2014####(2,783) Shares repurchased##(21)######\u2014####(27)####\u2014####\u2014####(9,719)####(9,746) Cash dividends declared and paid ($0.16 per common share)##\u2014######\u2014####\u2014####\u2014####\u2014####(395)####(395) Stock-based compensation##\u2014######\u2014####3,568####\u2014####\u2014####\u2014####3,568 Balances, Jan 28, 2024##2,464####$##2##$##13,132##$##\u2014##$##27##$##29,817##$##42,978"}
-{"_id": "NVDA20230856", "title": "NVDA Consolidated Statements of Shareholders' Equity", "text": "See accompanying notes to the consolidated financial statements."}
-{"_id": "NVDA20230902", "title": "NVDA Consolidated Statements of Cash Flows (In millions)", "text": " ########Year Ended#### ####Jan 28, 2024####Jan 29, 2023####Jan 30, 2022 Cash flows from operating activities:############ Net income##$##29,760##$##4,368##$##9,752 Adjustments to reconcile net income to net cash provided by operating activities:############ Stock-based compensation expense####3,549####2,709####2,004 Depreciation and amortization####1,508####1,544####1,174 Deferred income taxes####(2,489)####(2,164)####(406) (Gains) losses on investments in non-affiliated entities, net####(238)####45####(100) Acquisition termination cost####\u2014####1,353####\u2014 Other####(278)####(7)####47 Changes in operating assets and liabilities, net of acquisitions:############ Accounts receivable####(6,172)####822####(2,215) Inventories####(98)####(2,554)####(774) Prepaid expenses and other assets####(1,522)####(1,517)####(1,715) Accounts payable####1,531####(551)####568 Accrued and other current liabilities####2,025####1,341####581 Other long-term liabilities####514####252####192 Net cash provided by operating activities####28,090####5,641####9,108 Cash flows from investing activities:############ Proceeds from maturities of marketable securities####9,732####19,425####15,197 Proceeds from sales of marketable securities####50####1,806####1,023 Purchases of marketable securities####(18,211)####(11,897)####(24,787) Purchases related to property and equipment and intangible assets####(1,069)####(1,833)####(976) Acquisitions, net of cash acquired####(83)####(49)####(263) Investments in non-affiliated entities and other, net####(985)####(77)####(24) Net cash provided by (used in) investing activities####(10,566)####7,375####(9,830) Cash flows from financing activities:############ Proceeds related to employee stock plans####403####355####281 Payments related to repurchases of common stock####(9,533)####(10,039)####\u2014 Payments related to tax on restricted stock units####(2,783)####(1,475)####(1,904) Repayment of debt####(1,250)####\u2014####(1,000) Dividends paid####(395)####(398)####(399) Principal payments on property and equipment and intangible assets####(74)####(58)####(83) Issuance of debt, net of issuance costs####\u2014####\u2014####4,977 Other####(1)####(2)####(7) Net cash provided by (used in) financing activities####(13,633)####(11,617)####1,865 Change in cash and cash equivalents####3,891####1,399####1,143 Cash and cash equivalents at beginning of period####3,389####1,990####847 Cash and cash equivalents at end of period##$##7,280##$##3,389##$##1,990 Supplemental disclosures of cash flow information:############ Cash paid for income taxes, net##$##6,549##$##1,404##$##396 Cash paid for interest##$##252##$##254##$##246"}
-{"_id": "NVDA20230904", "title": "NVDA Consolidated Statements of Cash Flows (In millions)", "text": "See accompanying notes to the consolidated financial statements."}
-{"_id": "NVDA20230909", "title": "NVDA Our Company", "text": "Headquartered in Santa Clara, California, NVIDIA was incorporated in California in April 1993 and reincorporated in Delaware in April 1998."}
-{"_id": "NVDA20230910", "title": "NVDA Our Company", "text": "All references to \u201cNVIDIA,\u201d \u201cwe,\u201d \u201cus,\u201d \u201cour\u201d or the \u201cCompany\u201d mean NVIDIA Corporation and its subsidiaries."}
-{"_id": "NVDA20230912", "title": "NVDA Fiscal Year", "text": "We operate on a 52- or 53-week year, ending on the last Sunday in January. Fiscal years 2024, 2023 and 2022 were all 52-week years."}
-{"_id": "NVDA20230914", "title": "NVDA Principles of Consolidation", "text": "Our consolidated financial statements include the accounts of NVIDIA Corporation and our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation."}
-{"_id": "NVDA20230916", "title": "NVDA Use of Estimates", "text": "The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from our estimates. On an on-going basis, we evaluate our estimates, including those related to revenue recognition, cash equivalents and marketable securities, accounts receivable, inventories and product purchase commitments, income taxes, goodwill, stock-based compensation, litigation, investigation and settlement costs, restructuring and other charges, property, plant, and equipment, and other contingencies. These estimates are based on historical facts and various other assumptions that we believe are reasonable."}
-{"_id": "NVDA20230917", "title": "NVDA Use of Estimates", "text": "In February 2023, we assessed the useful lives of our property, plant, and equipment. Based on advances in technology and usage rate, we increased the estimated useful life of most of our server, storage, and network equipment from three to four or five years, and our assembly and test equipment from five to seven years. The effect of this change for the fiscal year ended January 28, 2024 was a benefit of $33 million and $102 million for cost of revenue and operating expenses, respectively, which resulted in an increase in operating income of $135 million and net income of $114 million after tax, or $0.05 per both basic and diluted share."}
-{"_id": "NVDA20230919", "title": "NVDA Revenue Recognition", "text": "We derive our revenue from product sales, including hardware and systems, license and development arrangements, software licensing, and cloud services. We determine revenue recognition through the following steps: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract (where revenue is allocated on a relative standalone selling price basis by maximizing the use of observable inputs to determine the standalone selling price for each performance obligation); and (5) recognition of revenue when, or as, we satisfy a performance obligation."}
-{"_id": "NVDA20230921", "title": "NVDA Product Sales Revenue", "text": "Revenue from product sales is recognized upon transfer of control of products to customers in an amount that reflects the consideration we expect to receive in exchange for those products. Certain products are sold with support or an extended warranty for the incorporated system, hardware, and/or software. Support and extended warranty revenue are recognized ratably over the service period, or as services are performed. Revenue is recognized net of allowances for returns, customer programs and any taxes collected from customers."}
-{"_id": "NVDA20230922", "title": "NVDA Product Sales Revenue", "text": "For products sold with a right of return, we record a reduction to revenue by establishing a sales return allowance for estimated product returns at the time revenue is recognized, based primarily on historical return rates. However, if product returns for a fiscal period are anticipated to exceed historical return rates, we may determine that additional sales return allowances are required to accurately reflect our estimated exposure for product returns."}
-{"_id": "NVDA20230924", "title": "NVDA Product Sales Revenue", "text": "Our customer programs involve rebates, which are designed to serve as sales incentives to resellers of our products in various target markets, and marketing development funds, or MDFs, which represent monies paid to our partners that are earmarked for market segment development and are designed to support our partners\u2019 activities while also promoting NVIDIA products. We account for customer programs as a reduction to revenue and accrue for such programs for potential rebates and MDFs based on the amount we expect to be claimed by customers."}
-{"_id": "NVDA20230929", "title": "NVDA License and Development Arrangements", "text": "Our license and development arrangements with customers typically require significant customization of our IP components. As a result, we recognize the revenue from the license and the revenue from the development services as a single performance obligation over the period in which the development services are performed. We measure progress to completion based on actual cost incurred to date as a percentage of the estimated total cost required to complete each project. If a loss on an arrangement becomes probable during a period, we record a provision for such loss in that period."}
-{"_id": "NVDA20230931", "title": "NVDA Software Licensing", "text": "Our software licenses provide our customers with a right to use the software when it is made available to the customer. Customers may purchase either perpetual licenses or subscriptions to licenses, which differ mainly in the duration over which the customer benefits from the software. Software licenses are frequently sold along with the right to receive, on a when-and-if available basis, future unspecified software updates and upgrades. Revenue from software licenses is recognized up front when the software is made available to the customer. Software support revenue is recognized ratably over the service period, or as services are performed."}
-{"_id": "NVDA20230933", "title": "NVDA Cloud Services", "text": "Cloud services, which allow customers to use hosted software and hardware infrastructure without taking possession of the software or hardware, are provided on a subscription basis or a combination of subscription plus usage. Revenue related to subscription-based cloud services is recognized ratably over the contract period. Revenue related to cloud services based on usage is recognized as usage occurs. Cloud services are typically sold on a standalone basis, but certain offerings may be sold with hardware and/or software and related support."}
-{"_id": "NVDA20230935", "title": "NVDA Contracts with Multiple Performance Obligations", "text": "Our contracts may contain more than one of the products and services listed above, each of which is separately accounted for as a distinct performance obligation. We account for multiple agreements with a single customer as a single contract if the contractual terms and/or substance of those agreements indicate that they may be so closely related that they are, in effect, parts of a single contract."}
-{"_id": "NVDA20230936", "title": "NVDA Contracts with Multiple Performance Obligations", "text": "We allocate the total transaction price to each distinct performance obligation in a multiple performance obligations arrangement on a relative standalone selling price basis. The standalone selling price reflects the price we would charge for a specific product or service if it were sold separately in similar circumstances and to similar customers. When determining standalone selling price, we maximize the use of observable inputs."}
-{"_id": "NVDA20230937", "title": "NVDA Contracts with Multiple Performance Obligations", "text": "If a contract contains a single performance obligation, no allocation is required."}
-{"_id": "NVDA20230939", "title": "NVDA Product Warranties", "text": "We offer a limited warranty to end-users ranging from one to three years for products to repair or replace products for manufacturing defects or hardware component failures. Cost of revenue includes the estimated cost of product warranties that are calculated at the point of revenue recognition. Under limited circumstances, we may offer an extended limited warranty to customers for certain products. We also accrue for known warranty and indemnification issues if a loss is probable and can be reasonably estimated."}
-{"_id": "NVDA20230941", "title": "NVDA Stock-based Compensation", "text": "We use the closing trading price of our common stock on the date of grant, minus a dividend yield discount, as the fair value of awards of restricted stock units, or RSUs, and performance stock units that are based on our corporate financial performance targets, or PSUs. We use a Monte Carlo simulation on the date of grant to estimate the fair value of performance stock units that are based on market conditions, or market-based PSUs. The compensation expense for RSUs and market-based PSUs is recognized using a straight-line attribution method over the requisite employee service period while compensation expense for PSUs is recognized using an accelerated amortization model. We estimate the fair value of shares to be issued under our employee stock purchase plan, or ESPP, using the Black-Scholes model at the commencement of an offering period in March and September of each year. Stock-based compensation for our ESPP is expensed using an accelerated amortization model. Additionally, for RSU, PSU, and market-based PSU awards, we estimate forfeitures semi-annually and revise the estimates of forfeiture in subsequent periods if actual forfeitures differ from those estimates. Forfeitures are estimated based on historical experience."}
-{"_id": "NVDA20230944", "title": "NVDA Litigation, Investigation and Settlement Costs", "text": "We currently, are, and will likely continue to be subject to claims, litigation, and other actions, including potential regulatory proceedings, involving patent and other intellectual property matters, taxes, labor and employment, competition and antitrust, commercial disputes, goods and services offered by us and by third parties, and other matters. There are many uncertainties associated with any litigation or investigation, and we cannot be certain that these actions"}
-{"_id": "NVDA20230948", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "or other third-party claims against us will be resolved without litigation, fines and/or substantial settlement payments or judgments. If information becomes available that causes us to determine that a loss in any of our pending litigation, investigations or settlements is probable, and we can reasonably estimate the loss associated with such events, we will record the loss in accordance with U.S. GAAP. However, the actual liability in any such litigation or investigation may be materially different from our estimates, which could require us to record additional costs."}
-{"_id": "NVDA20230950", "title": "NVDA Foreign Currency Remeasurement", "text": "We use the U.S. dollar as our functional currency for our subsidiaries. Foreign currency monetary assets and liabilities are remeasured into United States dollars at end-of-period exchange rates. Non-monetary assets and liabilities such as property and equipment and equity are remeasured at historical exchange rates. Revenue and expenses are remeasured at exchange rates in effect during each period, except for those expenses related to non-monetary balance sheet amounts, which are remeasured at historical exchange rates. Gains or losses from foreign currency remeasurement are included in earnings in our Consolidated Statements of Income and to date have not been significant."}
-{"_id": "NVDA20230952", "title": "NVDA Income Taxes", "text": "We recognize federal, state and foreign current tax liabilities or assets based on our estimate of taxes payable or refundable in the current fiscal year by tax jurisdiction. We recognize federal, state and foreign deferred tax assets or liabilities, as appropriate, for our estimate of future tax effects attributable to temporary differences and carryforwards; and we record a valuation allowance to reduce any deferred tax assets by the amount of any tax benefits that, based on available evidence and judgment, are not expected to be realized."}
-{"_id": "NVDA20230953", "title": "NVDA Income Taxes", "text": "Our calculation of deferred tax assets and liabilities is based on certain estimates and judgments and involves dealing with uncertainties in the application of complex tax laws. Our estimates of deferred tax assets and liabilities may change based, in part, on added certainty or finality to an anticipated outcome, changes in accounting standards or tax laws in the U.S., or foreign jurisdictions where we operate, or changes in other facts or circumstances. In addition, we recognize liabilities for potential U.S. and foreign income tax contingencies based on our estimate of whether, and the extent to which, additional taxes may be due. If we determine that payment of these amounts is unnecessary or if the recorded tax liability is less than our current assessment, we may be required to recognize an income tax benefit or additional income tax expense in our financial statements accordingly."}
-{"_id": "NVDA20230954", "title": "NVDA Income Taxes", "text": "As of January 28, 2024, we had a valuation allowance of $1.6 billion related to capital loss carryforwards, and certain state and other deferred tax assets that management determined are not likely to be realized due, in part, to jurisdictional projections of future taxable income, including capital gains. To the extent realization of the deferred tax assets becomes more-likely-than-not, we would recognize such deferred tax assets as income tax benefits during the period."}
-{"_id": "NVDA20230955", "title": "NVDA Income Taxes", "text": "We recognize the benefit from a tax position only if it is more-likely-than-not that the position would be sustained upon audit based solely on the technical merits of the tax position. Our policy is to include interest and penalties related to unrecognized tax benefits as a component of income tax expense."}
-{"_id": "NVDA20230957", "title": "NVDA Net Income Per Share", "text": "Basic net income per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted average number of common and potentially dilutive shares outstanding during the period, using the treasury stock method. Any anti-dilutive effect of equity awards outstanding is not included in the computation of diluted net income per share."}
-{"_id": "NVDA20230959", "title": "NVDA Cash and Cash Equivalents and Marketable Securities", "text": "We consider all highly liquid investments that are readily convertible into cash and have an original maturity of three months or less at the time of purchase to be cash equivalents. Marketable securities consist of highly liquid debt investments with maturities of greater than three months when purchased. We currently classify our investments as current based on the nature of the investments and their availability for use in current operations."}
-{"_id": "NVDA20230960", "title": "NVDA Cash and Cash Equivalents and Marketable Securities", "text": "We classify our cash equivalents and marketable securities related to debt securities at the date of acquisition as available-for-sale. These available-for-sale debt securities are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income or loss, a component of shareholders\u2019 equity, net of tax. The fair value of interest-bearing debt securities includes accrued interest. Realized gains and losses on the sale of marketable securities are determined using the specific-identification method and recorded in the other income (expense), net, section of our Consolidated Statements of Income."}
-{"_id": "NVDA20230962", "title": "NVDA Cash and Cash Equivalents and Marketable Securities", "text": "Available-for-sale debt investments are subject to a periodic impairment review. If the estimated fair value of available-for-sale debt securities is less than its amortized cost basis, we determine if the difference, if any, is caused by expected credit losses and write-down the amortized cost basis of the securities if it is more likely than not we will be required or"}
-{"_id": "NVDA20230966", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "we intend to sell the securities before recovery of its amortized cost basis. Allowances for credit losses and write-downs are recognized in the other income (expense), net section of our Consolidated Statements of Income."}
-{"_id": "NVDA20230968", "title": "NVDA Fair Value of Financial Instruments", "text": "The carrying value of cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to their relatively short maturities as of January 28, 2024 and January 29, 2023. Marketable securities are comprised of available-for-sale securities that are reported at fair value with the related unrealized gains or losses included in accumulated other comprehensive income or loss, a component of shareholders\u2019 equity, net of tax. Fair value of the marketable securities is determined based on quoted market prices. Derivative instruments are recognized as either assets or liabilities and are measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. For derivative instruments designated as fair value hedges, the gains or losses are recognized in earnings in the periods of change together with the offsetting losses or gains on the hedged items attributed to the risk being hedged. For derivative instruments designated as cash-flow hedges, the effective portion of the gains or losses on the derivatives is initially reported as a component of other comprehensive income or loss and is subsequently recognized in earnings when the hedged exposure is recognized in earnings. For derivative instruments not designated for hedge accounting, changes in fair value are recognized in earnings."}
-{"_id": "NVDA20230970", "title": "NVDA Concentration of Credit Risk", "text": "Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents, marketable securities, and accounts receivable. Our investment policy requires the purchase of highly-rated fixed income securities, the diversification of investment type and credit exposures, and includes certain limits on our portfolio duration. We perform ongoing credit evaluations of our customers\u2019 financial condition and maintain an allowance for potential credit losses. This allowance consists of an amount identified for specific customers and an amount based on overall estimated exposure. Our overall estimated exposure excludes amounts covered by credit insurance and letters of credit."}
-{"_id": "NVDA20230972", "title": "NVDA Inventories", "text": "Inventory cost is computed on an adjusted standard basis, which approximates actual cost on an average or first-in, first-out basis. Inventory costs consist primarily of the cost of semiconductors, including wafer fabrication, assembly, testing and packaging, manufacturing support costs, including labor and overhead associated with such purchases, final test yield fallout, and shipping costs, as well as the cost of purchased memory products and other component parts. We charge cost of sales for inventory provisions to write-down our inventory to the lower of cost or net realizable value or for obsolete or excess inventory, and for excess product purchase commitments. Most of our inventory provisions relate to excess quantities of products, based on our inventory levels and future product purchase commitments compared to assumptions about future demand and market conditions. Once inventory has been written-off or written-down, it creates a new cost basis for the inventory that is not subsequently written-up. We record a liability for noncancelable purchase commitments with suppliers for quantities in excess of our future demand forecasts consistent with our valuation of obsolete or excess inventory."}
-{"_id": "NVDA20230974", "title": "NVDA Property and Equipment", "text": "Property and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method based on the estimated useful lives of the assets of three to seven years. Once an asset is identified for retirement or disposition, the related cost and accumulated depreciation or amortization are removed, and a gain or loss is recorded. The estimated useful lives of our buildings are up to thirty years. Depreciation expense includes the amortization of assets recorded under finance leases. Leasehold improvements and assets recorded under finance leases are amortized over the shorter of the expected lease term or the estimated useful life of the asset."}
-{"_id": "NVDA20230976", "title": "NVDA Leases", "text": "We determine if an arrangement is or contains a lease at inception. Operating leases with lease terms of more than 12 months are included in operating lease assets, accrued and other current liabilities, and long-term operating lease liabilities on our consolidated balance sheet. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term."}
-{"_id": "NVDA20230977", "title": "NVDA Leases", "text": "Operating lease assets and liabilities are recognized based on the present value of the remaining lease payments discounted using our incremental borrowing rate. Operating lease assets also include initial direct costs incurred and prepaid lease payments, minus any lease incentives. Our lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term."}
-{"_id": "NVDA20230979", "title": "NVDA Leases", "text": "We combine the lease and non-lease components in determining the operating lease assets and liabilities."}
-{"_id": "NVDA20230984", "title": "NVDA Goodwill", "text": "Goodwill is subject to our annual impairment test during the fourth quarter of our fiscal year, or earlier if indicators of potential impairment exist. In completing our impairment test, we perform either a qualitative or a quantitative analysis on a reporting unit basis."}
-{"_id": "NVDA20230985", "title": "NVDA Goodwill", "text": "Qualitative factors include industry and market considerations, overall financial performance, and other relevant events and factors affecting the reporting units."}
-{"_id": "NVDA20230986", "title": "NVDA Goodwill", "text": "The quantitative impairment test considers both the income approach and the market approach to estimate a reporting unit\u2019s fair value. The income and market valuation approaches consider factors that include, but are not limited to, prospective financial information, growth rates, residual values, discount rates and comparable multiples from publicly traded companies in our industry and require us to make certain assumptions and estimates regarding industry economic factors and the future profitability of our business."}
-{"_id": "NVDA20230988", "title": "NVDA Intangible Assets and Other Long-Lived Assets", "text": "Intangible assets primarily represent acquired intangible assets including developed technology and customer relationships, as well as rights acquired under technology licenses, patents, and acquired IP. We currently amortize our intangible assets with finite lives over periods ranging from one to twenty years using a method that reflects the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up or, if that pattern cannot be reliably determined, using a straight-line amortization method."}
-{"_id": "NVDA20230989", "title": "NVDA Intangible Assets and Other Long-Lived Assets", "text": "Long-lived assets, such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The recoverability of assets or asset groups to be held and used is measured by a comparison of the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset or asset group exceeds the estimated fair value of the asset or asset group. Fair value is determined based on the estimated discounted future cash flows expected to be generated by the asset or asset group. Assets and liabilities to be disposed of would be separately presented in the Consolidated Balance Sheet and the assets would be reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated."}
-{"_id": "NVDA20230991", "title": "NVDA Business Combination", "text": "We allocate the fair value of the purchase price of an acquisition to the tangible assets acquired, liabilities assumed, and intangible assets acquired, based on their estimated fair values. The excess of the fair value of the purchase price over the fair values of these net tangible and intangible assets acquired is recorded as goodwill. Management\u2019s estimates of fair value are based upon assumptions believed to be reasonable, but our estimates and assumptions are inherently uncertain and subject to refinement. The estimates and assumptions used in valuing intangible assets include, but are not limited to, the amount and timing of projected future cash flows, discount rate used to determine the present value of these cash flows and asset lives. These estimates are inherently uncertain and, therefore, actual results may differ from the estimates made. As a result, during the measurement period of up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the measurement period's conclusion or final determination of the fair value of the purchase price of an acquisition, whichever comes first, any subsequent adjustments are recorded to our Consolidated Statements of Income."}
-{"_id": "NVDA20230992", "title": "NVDA Business Combination", "text": "Acquisition-related expenses are recognized separately from the business combination and expensed as incurred."}
-{"_id": "NVDA20230994", "title": "NVDA Investments in Non-Affiliated Entities", "text": "Our investment in non-affiliates consists of marketable equity securities, which are publicly traded, and non-marketable equity securities, which are investments in privately held companies. Marketable equity securities have readily determinable fair values with changes in fair value recorded in other income (expense), net. Non-marketable equity securities include investments that do not have a readily determinable fair value. The investments that do not have readily determinable fair value are measured at cost minus impairment, if any, and are adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issuer, or the measurement alternative. Fair value is based upon observable inputs in an inactive market and the valuation requires our judgment due to the absence of market prices and inherent lack of liquidity. All gains and losses on these investments, realized and unrealized, are recognized in other income (expense), net on our Consolidated Statements of Income."}
-{"_id": "NVDA20230996", "title": "NVDA Investments in Non-Affiliated Entities", "text": "We assess whether an impairment loss has occurred on our investments in non-marketable equity securities, accounted for under the measurement alternative based on quantitative and qualitative factors. If any impairment is identified for non-marketable equity securities, we write down the investment to its fair value and record the corresponding charge through other income (expense), net on our Consolidated Statements of Income."}
-{"_id": "NVDA20231002", "title": "NVDA Recent Accounting Pronouncements Not Yet Adopted", "text": "In November 2023, the Financial Accounting Standards Board, or FASB, issued a new accounting standard to provide for additional disclosures about significant expenses in operating segments. The standard is effective for our annual reporting for fiscal year 2025 and for interim period reporting starting in fiscal year 2026 retrospectively. We are currently evaluating the impact of this standard on our Consolidated Financial Statements."}
-{"_id": "NVDA20231003", "title": "NVDA Recent Accounting Pronouncements Not Yet Adopted", "text": "In December 2023, the FASB issued a new accounting standard which provides for new and changes to income tax disclosures including disaggregation of the rate reconciliation and income taxes paid disclosures. The amendments in the standard are effective for annual periods beginning after December 15, 2024. Early adoption is permitted and should be applied prospectively, with retrospective application permitted. We expect to adopt this standard in our annual period beginning fiscal year 2026. We are currently evaluating the impact of this standard on our Consolidated Financial Statements."}
-{"_id": "NVDA20231006", "title": "NVDA Termination of the Arm Share Purchase Agreement", "text": "In February 2022, NVIDIA and SoftBank Group Corp, or SoftBank, announced the termination of the Share Purchase Agreement whereby NVIDIA would have acquired Arm from SoftBank. The parties agreed to terminate it due to significant regulatory challenges preventing the completion of the transaction. We recorded an acquisition termination cost of $1.4 billion in fiscal year 2023 reflecting the write-off of the prepayment provided at signing."}
-{"_id": "NVDA20231008", "title": "NVDA Note 3 - Leases", "text": "Our lease obligations primarily consist of operating leases for our headquarters complex, domestic and international office facilities, and data center space, with lease periods expiring between fiscal years 2025 and 2035."}
-{"_id": "NVDA20231023", "title": "NVDA Note 3 - Leases", "text": "Future minimum lease payments under our non-cancelable operating leases as of January 28, 2024, are as follows: ####Operating Lease Obligations ####(In millions) Fiscal Year:#### 2025##$##290 2026####270 2027####253 2028####236 2029####202 2030 and thereafter####288 Total####1,539 Less imputed interest####192 Present value of net future minimum lease payments####1,347 Less short-term operating lease liabilities####228 Long-term operating lease liabilities##$##1,119"}
-{"_id": "NVDA20231024", "title": "NVDA Note 3 - Leases", "text": "In addition, we have operating leases, primarily for our data centers, that are expected to commence within fiscal year 2025 with lease terms of 1 to 10 years for $1.1 billion."}
-{"_id": "NVDA20231026", "title": "NVDA Note 3 - Leases", "text": "Operating lease expenses for fiscal years 2024, 2023, and 2022 were $269 million, $193 million, $168 million, respectively. Short-term and variable lease expenses for fiscal years 2024, 2023, and 2022 were not significant."}
-{"_id": "NVDA20231036", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "Other information related to leases was as follows: ########Year Ended#### ####Jan 28, 2024####Jan 29, 2023####Jan 30, 2022 ########(In millions)#### Supplemental cash flows information############ Operating cash flows used for operating leases##$##286##$##184##$##154 Operating lease assets obtained in exchange for lease obligations##$##531##$##358##$##266"}
-{"_id": "NVDA20231037", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "As of January 28, 2024, our operating leases had a weighted average remaining lease term of 6.1 years and a weighted average discount rate of 3.76%. As of January 29, 2023, our operating leases had a weighted average remaining lease term of 6.8 years and a weighted average discount rate of 3.21%."}
-{"_id": "NVDA20231039", "title": "NVDA Note 4 - Stock-Based Compensation", "text": "Our stock-based compensation expense is associated with RSUs, performance stock units based on our corporate financial performance targets, or PSUs, performance stock units based on market conditions, or market-based PSUs, and our ESPP."}
-{"_id": "NVDA20231047", "title": "NVDA Note 4 - Stock-Based Compensation", "text": "Our Consolidated Statements of Income include stock-based compensation expense, net of amounts allocated to inventory, as follows: ########Year Ended#### ####Jan 28, 2024####Jan 29, 2023####Jan 30, 2022 ########(In millions)#### Cost of revenue##$##141##$##138##$##141 Research and development####2,532####1,892####1,298 Sales, general and administrative####876####680####565 Total##$##3,549##$##2,710##$##2,004"}
-{"_id": "NVDA20231048", "title": "NVDA Note 4 - Stock-Based Compensation", "text": "Stock-based compensation capitalized in inventories was not significant during fiscal years 2024, 2023, and 2022."}
-{"_id": "NVDA20231060", "title": "NVDA Note 4 - Stock-Based Compensation", "text": "The following is a summary of equity awards granted under our equity incentive plans: ########Year Ended#### ####Jan 28, 2024####Jan 29, 2023####Jan 30, 2022 ########(In millions, except per share data)#### RSUs, PSUs and Market-based PSUs############ Awards granted####14####25####18 Estimated total grant-date fair value##$##5,316##$##4,505##$##3,492 Weighted average grant-date fair value per share##$##374.08##$##183.72##$##190.69 ESPP############ Shares purchased####3####3####5 Weighted average price per share##$##158.07##$##122.54##$##56.36 Weighted average grant-date fair value per share##$##69.90##$##51.87##$##23.24"}
-{"_id": "NVDA20231062", "title": "NVDA Note 4 - Stock-Based Compensation", "text": "As of January 28, 2024, there was $8.6 billion of aggregate unearned stock-based compensation expense. This amount is expected to be recognized over a weighted average period of 2.5 years for RSUs, PSUs, and market-based PSUs, and 0.8 years for ESPP."}
-{"_id": "NVDA20231074", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "The fair value of shares issued under our ESPP have been estimated with the following assumptions: ####Year Ended## ##Jan 28, 2024##Jan 29, 2023##Jan 30, 2022 ####(Using the Black-Scholes model)## ESPP###### Weighted average expected life (in years)##0.1-2.0##0.1-2.0##0.1-2.0 Risk-free interest rate##3.9%-5.5%##\u2014%-4.6%##\u2014%-0.5% Volatility##31%-67%##43%-72%##20%-58% Dividend yield##0.1%##0.1%##0.1%"}
-{"_id": "NVDA20231075", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "For ESPP shares, the expected term represents the average term from the first day of the offering period to the purchase date. The risk-free interest rate assumption used to value ESPP shares is based upon observed interest rates on Treasury bills appropriate for the expected term. Our expected stock price volatility assumption for ESPP is estimated using historical volatility. For awards granted, we use the dividend yield at grant date. Our RSU, PSU, and market-based PSU awards are not eligible for cash dividends prior to vesting; therefore, the fair values of RSUs, PSUs, and market-based PSUs are discounted for the dividend yield."}
-{"_id": "NVDA20231076", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "Additionally, for RSU, PSU, and market-based PSU awards, we estimate forfeitures semi-annually and revise the estimates of forfeiture in subsequent periods if actual forfeitures differ from those estimates. Forfeitures are estimated based on historical experience."}
-{"_id": "NVDA20231078", "title": "NVDA Equity Incentive Program", "text": "We grant or have granted stock options, RSUs, PSUs, market-based PSUs, and stock purchase rights under the following equity incentive plans. In addition, in connection with our acquisitions of various companies, we have assumed certain stock-based awards granted under their stock incentive plans and converted them into our RSUs."}
-{"_id": "NVDA20231080", "title": "NVDA Amended and Restated 2007 Equity Incentive Plan", "text": "In 2007, our shareholders approved the NVIDIA Corporation 2007 Equity Incentive Plan, or as most recently amended and restated, the 2007 Plan."}
-{"_id": "NVDA20231081", "title": "NVDA Amended and Restated 2007 Equity Incentive Plan", "text": "The 2007 Plan authorizes the issuance of incentive stock options, non-statutory stock options, restricted stock, RSUs, stock appreciation rights, performance stock awards, performance cash awards, and other stock-based awards to employees, directors and consultants. Only our employees may receive incentive stock options. As of January 28, 2024, up to 37 million shares of our common stock could be issued pursuant to stock awards granted under the 2007 Plan. Currently, we grant RSUs, PSUs and market-based PSUs under the 2007 Plan, under which, as of January 28, 2024, there were 147 million shares available for future grants."}
-{"_id": "NVDA20231082", "title": "NVDA Amended and Restated 2007 Equity Incentive Plan", "text": "Subject to certain exceptions, RSUs granted to employees vest (A) over a four-year period, subject to continued service, with 25% vesting on a pre-determined date that is close to the anniversary of the date of grant and 6.25% vesting quarterly thereafter, (B) over a three-year period, subject to continued service, with 40% vesting on a pre-determined date that is close to the anniversary of the date of grant and 7.5% vesting quarterly thereafter, or (C) over a four-year period, subject to continued service, with 6.25% vesting quarterly. PSUs vest over a four-year period, subject to continued service, with 25% vesting on a pre-determined date that is close to the anniversary of the date of grant and 6.25% vesting quarterly thereafter. Market-based PSUs vest 100% on about the three-year anniversary of the date of grant. However, the number of shares subject to both PSUs and market-based PSUs that are eligible to vest is determined by the Compensation Committee based on achievement of pre-determined criteria."}
-{"_id": "NVDA20231084", "title": "NVDA Amended and Restated 2012 Employee Stock Purchase Plan", "text": "In 2012, our shareholders approved the NVIDIA Corporation 2012 Employee Stock Purchase Plan, or as most recently amended and restated, the 2012 Plan."}
-{"_id": "NVDA20231086", "title": "NVDA Amended and Restated 2012 Employee Stock Purchase Plan", "text": "Employees who participate in the 2012 Plan may have up to 15% of their earnings withheld to purchase shares of common stock. The Board may decrease this percentage at its discretion. Each offering period is about 24 months, divided into four purchase periods of six months. The price of common stock purchased under our 2012 Plan will be equal to 85% of the lower of the fair market value of the common stock on the commencement date of each offering period or the fair market value of the common stock on each purchase date within the offering. As of January 28, 2024, we had 227 million shares reserved for future issuance under the 2012 Plan."}
-{"_id": "NVDA20231100", "title": "NVDA Equity Award Activity", "text": "The following is a summary of our equity award transactions under our equity incentive plans: ####RSUs, PSUs and Market-based PSUs Outstanding#### ##Number of Shares######Weighted Average Grant-Date Fair Value ####(In millions, except per share data)#### Balances, Jan 29, 2023##45####$##158.45 Granted##14####$##374.08 Vested restricted stock##(21)####$##148.56 Canceled and forfeited##(1)####$##206.35 Balances, Jan 28, 2024##37####$##245.94 Vested and expected to vest after Jan 28, 2024##37####$##245.49"}
-{"_id": "NVDA20231101", "title": "NVDA Equity Award Activity", "text": "As of January 28, 2024 and January 29, 2023, there were 147 million and 160 million shares, respectively, of common stock available for future grants under our equity incentive plans."}
-{"_id": "NVDA20231102", "title": "NVDA Equity Award Activity", "text": "The total fair value of RSUs and PSUs, as of their respective vesting dates, during the years ended January 28, 2024, January 29, 2023, and January 30, 2022, was $8.2 billion, $4.3 billion, and $5.6 billion, respectively."}
-{"_id": "NVDA20231117", "title": "NVDA Note 5 - Net Income Per Share", "text": "The following is a reconciliation of the denominator of the basic and diluted net income per share computations for the periods presented: ########Year Ended#### ####Jan 28, 2024####Jan 29, 2023####Jan 30, 2022 ########(In millions, except per share data)#### Numerator:############ Net income##$##29,760##$##4,368##$##9,752 Denominator:############ Basic weighted average shares####2,469####2,487####2,496 Dilutive impact of outstanding equity awards####25####20####39 Diluted weighted average shares####2,494####2,507####2,535 Net income per share:############ Basic (1)##$##12.05##$##1.76##$##3.91 Diluted (2)##$##11.93##$##1.74##$##3.85 Equity awards excluded from diluted net income per share because their effect would have been anti-dilutive####15####40####21"}
-{"_id": "NVDA20231118", "title": "NVDA Note 5 - Net Income Per Share", "text": "(1) Calculated as net income divided by basic weighted average shares."}
-{"_id": "NVDA20231119", "title": "NVDA Note 5 - Net Income Per Share", "text": "(2) Calculated as net income divided by diluted weighted average shares."}
-{"_id": "NVDA20231122", "title": "NVDA Note 6 - Goodwill", "text": "As of January 28, 2024, the total carrying amount of goodwill was $4.4 billion, consisting of goodwill balances allocated to our Compute & Networking and Graphics reporting units of $4.1 billion and $370 million, respectively. As of January 29, 2023, the total carrying amount of goodwill was $4.4 billion, consisting of goodwill balances allocated to our Compute & Networking and Graphics reporting units of $4.0 billion and $370 million, respectively. Goodwill increased by $59 million in fiscal year 2024 from an immaterial acquisition and was allocated to our Compute & Networking reporting unit. During the fourth quarters of fiscal years 2024, 2023, and 2022, we completed our annual qualitative impairment tests and concluded that goodwill was not impaired."}
-{"_id": "NVDA20231133", "title": "NVDA Note 7 - Amortizable Intangible Assets", "text": "The components of our amortizable intangible assets are as follows: ########Jan 28, 2024##############Jan 29, 2023#### ####Gross  Carrying Amount####Accumulated Amortization####Net Carrying Amount######Gross  Carrying Amount####Accumulated Amortization####Net Carrying Amount ##############(In millions)############ Acquisition-related intangible assets (1)##$##2,642##$##(1,720)##$##922####$##3,093##$##(1,614)##$##1,479 Patents and licensed technology####449####(259)####190######446####(249)####197 Total intangible assets##$##3,091##$##(1,979)##$##1,112####$##3,539##$##(1,863)##$##1,676"}
-{"_id": "NVDA20231134", "title": "NVDA Note 7 - Amortizable Intangible Assets", "text": "(1) During the first quarter of fiscal year 2023, we commenced amortization of a $630 million in-process research and development intangible asset related to our acquisition of Mellanox."}
-{"_id": "NVDA20231135", "title": "NVDA Note 7 - Amortizable Intangible Assets", "text": "Amortization expense associated with intangible assets for fiscal years 2024, 2023, and 2022 was $614 million, $699 million, and $563 million, respectively."}
-{"_id": "NVDA20231147", "title": "NVDA Note 7 - Amortizable Intangible Assets", "text": "The following table outlines the estimated future amortization expense related to the net carrying amount of intangible assets as of January 28, 2024: ####Future Amortization Expense ####(In millions) Fiscal Year:#### 2025##$##555 2026####261 2027####150 2028####37 2029####9 2030 and thereafter####100 Total##$##1,112"}
-{"_id": "NVDA20231152", "title": "NVDA Note 8 - Cash Equivalents and Marketable Securities", "text": "Our cash equivalents and marketable securities related to debt securities are classified as \u201cavailable-for-sale\u201d debt securities."}
-{"_id": "NVDA20231176", "title": "NVDA Note 8 - Cash Equivalents and Marketable Securities", "text": "The following is a summary of cash equivalents and marketable securities: ##############Jan 28, 2024############## ####Amortized Cost####Unrealized Gain####Unrealized Loss######Estimated Fair Value######Reported as#### ######################Cash Equivalents######Marketable Securities ##############(In millions)############## Corporate debt securities##$##10,126##$##31##$##(5)####$##10,152##$##2,231####$##7,921 Debt securities issued by the U.S. Treasury####9,517####17####(10)######9,524####1,315######8,209 Debt securities issued by U.S. government agencies####2,326####8####(1)######2,333####89######2,244 Money market funds####3,031####\u2014####\u2014######3,031####3,031######\u2014 Certificates of deposit####510####\u2014####\u2014######510####294######216 Foreign government bonds####174####\u2014####\u2014######174####60######114 Total##$##25,684##$##56##$##(16)####$##25,724##$##7,020####$##18,704 ##############Jan 29, 2023############## ####Amortized Cost####Unrealized Gain####Unrealized Loss######Estimated Fair Value######Reported as#### ######################Cash Equivalents######Marketable Securities ##############(In millions)############## Corporate debt securities##$##4,809##$##\u2014##$##(12)####$##4,797##$##1,087####$##3,710 Debt securities issued by the U.S. Treasury####4,185####1####(44)######4,142####\u2014######4,142 Debt securities issued by U.S. government agencies####1,836####\u2014####(2)######1,834####50######1,784 Money market funds####1,777####\u2014####\u2014######1,777####1,777######\u2014 Certificates of deposit####365####\u2014####\u2014######365####134######231 Foreign government bonds####140####\u2014####\u2014######140####100######40 Total##$##13,112##$##1##$##(58)####$##13,055##$##3,148####$##9,907"}
-{"_id": "NVDA20231196", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "The following tables provide the breakdown of unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous loss position: ################Jan 28, 2024############## ######Less than 12 Months##########12 Months or Greater##########Total#### ####Estimated Fair Value######Gross Unrealized Loss####Estimated Fair Value######Gross Unrealized Loss####Estimated Fair Value######Gross Unrealized Loss ################(In millions)############## Debt securities issued by the U.S. Treasury##$##3,343####$##(5)##$##1,078####$##(5)##$##4,421####$##(10) Corporate debt securities####1,306######(3)####618######(2)####1,924######(5) Debt securities issued by U.S. government agencies####670######(1)####\u2014######\u2014####670######(1) Total##$##5,319####$##(9)##$##1,696####$##(7)##$##7,015####$##(16) ################Jan 29, 2023############## ######Less than 12 Months##########12 Months or Greater##########Total#### ####Estimated Fair Value######Gross Unrealized Loss####Estimated Fair Value######Gross Unrealized Loss####Estimated Fair Value######Gross Unrealized Loss ################(In millions)############## Debt securities issued by the U.S. Treasury##$##2,444####$##(21)##$##1,172####$##(23)##$##3,616####$##(44) Corporate debt securities####1,188######(7)####696######(5)####1,884######(12) Debt securities issued by U.S. government agencies####1,307######(2)####\u2014######\u2014####1,307######(2) Total##$##4,939####$##(30)##$##1,868####$##(28)##$##6,807####$##(58)"}
-{"_id": "NVDA20231197", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "The gross unrealized losses are related to fixed income securities, driven primarily by changes in interest rates. Net realized gains and losses were not significant for all periods presented."}
-{"_id": "NVDA20231205", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "The amortized cost and estimated fair value of cash equivalents and marketable securities are shown below by contractual maturity. ######Jan 28, 2024############Jan 29, 2023#### ####Amortized Cost######Estimated Fair Value######Amortized Cost######Estimated Fair Value ############(In millions)########## Less than one year##$##16,336####$##16,329####$##9,738####$##9,708 Due in 1 - 5 years####9,348######9,395######3,374######3,347 Total##$##25,684####$##25,724####$##13,112####$##13,055"}
-{"_id": "NVDA20231233", "title": "NVDA Note 9 - Fair Value of Financial Assets and Liabilities and Investments in Non-Affiliated Entities", "text": "The fair values of our financial assets and liabilities are determined using quoted market prices of identical assets or quoted market prices of similar assets from active markets. We review fair value hierarchy classification on a quarterly basis. ########Fair Value at#### ##Pricing Category####Jan 28, 2024######Jan 29, 2023 ########(In millions)#### Assets############ Cash equivalents and marketable securities:############ Money market funds##Level 1##$##3,031####$##1,777 Corporate debt securities##Level 2##$##10,152####$##4,797 Debt securities issued by the U.S. Treasury##Level 2##$##9,524####$##4,142 Debt securities issued by U.S. government agencies##Level 2##$##2,333####$##1,834 Certificates of deposit##Level 2##$##510####$##365 Foreign government bonds##Level 2##$##174####$##140 Other assets (Investment in non-affiliated entities):############ Publicly-held equity securities##Level 1##$##225####$##11 Liabilities (1)############ 0.309% Notes Due 2023##Level 2##$##\u2014####$##1,230 0.584% Notes Due 2024##Level 2##$##1,228####$##1,185 3.20% Notes Due 2026##Level 2##$##970####$##966 1.55% Notes Due 2028##Level 2##$##1,115####$##1,099 2.85% Notes Due 2030##Level 2##$##1,367####$##1,364 2.00% Notes Due 2031##Level 2##$##1,057####$##1,044 3.50% Notes Due 2040##Level 2##$##851####$##870 3.50% Notes Due 2050##Level 2##$##1,604####$##1,637 3.70% Notes Due 2060##Level 2##$##403####$##410"}
-{"_id": "NVDA20231234", "title": "NVDA Note 9 - Fair Value of Financial Assets and Liabilities and Investments in Non-Affiliated Entities", "text": "(1) These liabilities are carried on our Consolidated Balance Sheets at their original issuance value, net of unamortized debt discount and issuance costs."}
-{"_id": "NVDA20231236", "title": "NVDA Investments in Non-Affiliated Entities", "text": "Our investments in non-affiliated entities include marketable equity securities, which are publicly traded, and non-marketable equity securities, which are primarily investments in privately held companies. Our marketable equity securities have readily determinable fair values and are recorded as long-term other assets on our Consolidated Balance Sheets at fair value with changes in fair value recorded in Other income and expense, net on our Consolidated Statements of Income. Marketable equity securities totaled $225 million and $11 million as of January 28, 2024 and January 29, 2023, respectively. The net unrealized and realized gains and losses of investments in marketable securities net were not significant for fiscal years 2024, 2023 and 2022."}
-{"_id": "NVDA20231238", "title": "NVDA Investments in Non-Affiliated Entities", "text": "Our non-marketable equity securities are recorded in long-term other assets on our Consolidated Balance Sheets. The carrying value of our non-marketable equity securities totaled $1.3 billion and $288 million as of January 28, 2024 and January 29, 2023, respectively. Gains and losses on these investments, realized and unrealized, are recognized in Other income and expense, net on our Consolidated Statements of Income."}
-{"_id": "NVDA20231251", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "Adjustments to the carrying value of our non-marketable equity securities accounted for under the measurement alternative were as follows: ####Year Ended ####Jan 28, 2024 ####(In millions) Carrying amount as of Jan 29, 2023##$##288 Adjustments related to non-marketable equity securities:#### Net additions####859 Unrealized gains####194 Impairments and unrealized losses####(20) Carrying amount as of Jan 28, 2024##$##1,321"}
-{"_id": "NVDA20231252", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "In the fourth quarter of fiscal year 2024, one of our private company investments completed a secondary equity raise that resulted in an unrealized gain of $178 million."}
-{"_id": "NVDA20231253", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "Net unrealized gains recognized for the year ended January 28, 2024 for non-marketable investments in non-affiliated entities still held as of January 28, 2024 were $174 million. Net unrealized and realized gains related to non-marketable equity securities were not significant for fiscal years 2023 and 2022."}
-{"_id": "NVDA20231258", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "The following table summarizes the cumulative gross unrealized gains and cumulative gross unrealized losses and impairments related to non-marketable equity securities accounted for under the measurement alternative: ####Jan 28, 2024 ####(In millions) Cumulative gross unrealized gains##$##270 Cumulative gross unrealized losses and impairments####(45)"}
-{"_id": "NVDA20231260", "title": "NVDA Note 10 - Balance Sheet Components", "text": "Two customers accounted for 24% and 11% of our accounts receivable balance as of January 28, 2024. Two customers accounted for 14% and 11% of our accounts receivable balance as of January 29, 2023."}
-{"_id": "NVDA20231268", "title": "NVDA Note 10 - Balance Sheet Components", "text": "Certain balance sheet components are as follows: ####Jan 28, 2024######Jan 29, 2023 ######(In millions)#### Inventories (1):########## Raw materials##$##1,719####$##2,430 Work in-process####1,505######466 Finished goods####2,058######2,263 Total inventories##$##5,282####$##5,159"}
-{"_id": "NVDA20231270", "title": "NVDA Note 10 - Balance Sheet Components", "text": "(1) In fiscal years 2024 and 2023, we recorded an inventory provision of $774 million and $1.0 billion, respectively, in cost of revenue."}
-{"_id": "NVDA20231283", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": " ####Jan 28, 2024######Jan 29, 2023##Estimated Useful Life ######(In millions)######(In years) Property and Equipment:############ Land##$##218####$##218##(A) Buildings, leasehold improvements, and furniture####1,816######1,598##(B) Equipment, compute hardware, and software####5,200######4,303##3-7 Construction in process####189######382##(C) Total property and equipment, gross####7,423######6,501## Accumulated depreciation and amortization####(3,509)######(2,694)## Total property and equipment, net##$##3,914####$##3,807##"}
-{"_id": "NVDA20231284", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "(A)Land is a non-depreciable asset."}
-{"_id": "NVDA20231285", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "(B)The estimated useful lives of our buildings are up to thirty years. Leasehold improvements and finance leases are amortized based on the lesser of either the asset\u2019s estimated useful life or the expected remaining lease term."}
-{"_id": "NVDA20231286", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "(C)Construction in process represents assets that are not available for their intended use as of the balance sheet date."}
-{"_id": "NVDA20231287", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "Depreciation expense for fiscal years 2024, 2023, and 2022 was $894 million, $844 million, and $611 million, respectively."}
-{"_id": "NVDA20231288", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "Accumulated amortization of leasehold improvements and finance leases was $400 million and $327 million as of January 28, 2024 and January 29, 2023, respectively."}
-{"_id": "NVDA20231296", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "Property, equipment and intangible assets acquired by assuming related liabilities during fiscal years 2024, 2023, and 2022 were $170 million, $374 million, and $258 million, respectively. ####Jan 28, 2024######Jan 29, 2023 Other assets:######(In millions)#### Prepaid supply and capacity agreements (1)##$##2,458####$##2,989 Investments in non-affiliated entities####1,546######299 Prepaid royalties####364######387 Other####132######145 Total other assets##$##4,500####$##3,820"}
-{"_id": "NVDA20231298", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "(1)As of January 28, 2024 and January 29, 2023, there was an additional $2.5 billion and $458 million of short-term prepaid supply and capacity agreements included in Prepaid expenses and other current assets, respectively."}
-{"_id": "NVDA20231315", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": " ####Jan 28, 2024######Jan 29, 2023 ######(In millions)#### Accrued and Other Current Liabilities:########## Customer program accruals##$##2,081####$##1,196 Excess inventory purchase obligations (1)####1,655######954 Deferred revenue (2)####764######354 Accrued payroll and related expenses####675######530 Product warranty and return provisions####415######108 Taxes payable####296######467 Operating leases####228######176 Unsettled share repurchases####187######117 Licenses and royalties####182######149 Other####199######69 Total accrued and other current liabilities##$##6,682####$##4,120"}
-{"_id": "NVDA20231316", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "(1)In fiscal years 2024 and 2023, we recorded an expense of approximately $1.4 billion and $1.1 billion, respectively, in cost of revenue for inventory purchase obligations in excess of our current demand projections, supplier charges and for penalties related to cancellations and underutilization."}
-{"_id": "NVDA20231326", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "(2)Deferred revenue primarily includes customer advances and deferrals related to support for hardware and software, license and development arrangements, and cloud services. $233 million and $35 million of the balance in fiscal 2024 and 2023 respectively, related to customer advances. ####Jan 28, 2024######Jan 29, 2023 ######(In millions)#### Other Long-Term Liabilities:########## Income tax payable (1)##$##1,361####$##1,204 Deferred income tax####462######247 Deferred revenue (2)####573######218 Licenses payable####80######181 Other####65######63 Total other long-term liabilities##$##2,541####$##1,913"}
-{"_id": "NVDA20231327", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "(1)Income tax payable is comprised of the long-term portion of the one-time transition tax payable, unrecognized tax benefits, and related interest and penalties."}
-{"_id": "NVDA20231328", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "(2)Deferred revenue primarily includes deferrals related to support for hardware and software."}
-{"_id": "NVDA20231336", "title": "NVDA Deferred Revenue", "text": "The following table shows the changes in deferred revenue during fiscal years 2024 and 2023. ####Jan 28, 2024######Jan 29, 2023 ######(In millions)#### Balance at beginning of period##$##572####$##502 Deferred revenue additions during the period####2,038######830 Revenue recognized during the period####(1,273)######(760) Balance at end of period##$##1,337####$##572"}
-{"_id": "NVDA20231337", "title": "NVDA Deferred Revenue", "text": "Revenue recognized during fiscal year 2024 that was included in deferred revenue as of January 29, 2023 was $338 million. Revenue recognized during fiscal year 2023 that was included in deferred revenue as of January 30, 2022 was $282 million."}
-{"_id": "NVDA20231339", "title": "NVDA Deferred Revenue", "text": "Revenue related to remaining performance obligations represents the contracted license and development arrangements and support for hardware and software. This includes deferred revenue currently recorded and amounts that will be"}
-{"_id": "NVDA20231343", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "invoiced in future periods. Revenue allocated to remaining performance obligations, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods, was $1.1 billion as of January 28, 2024. We expect to recognize approximately 40% of this revenue over the next twelve months and the remainder thereafter. This excludes revenue related to performance obligations for contracts with a length of one year or less."}
-{"_id": "NVDA20231345", "title": "NVDA Note 11 - Derivative Financial Instruments", "text": "We enter into foreign currency forward contracts to mitigate the impact of foreign currency exchange rate movements on our operating expenses. These contracts are designated as cash flow hedges for hedge accounting treatment. Gains or losses on the contracts are recorded in accumulated other comprehensive income or loss and reclassified to operating expense when the related operating expenses are recognized in earnings or ineffectiveness should occur."}
-{"_id": "NVDA20231346", "title": "NVDA Note 11 - Derivative Financial Instruments", "text": "We also enter into foreign currency forward contracts to mitigate the impact of foreign currency movements on monetary assets and liabilities that are denominated in currencies other than the U.S. dollar. These forward contracts were not designated for hedge accounting treatment. Therefore, the change in fair value of these contracts is recorded in other income or expense and offsets the change in fair value of the hedged foreign currency denominated monetary assets and liabilities, which is also recorded in other income or expense."}
-{"_id": "NVDA20231351", "title": "NVDA Note 11 - Derivative Financial Instruments", "text": "The table below presents the notional value of our foreign currency forward contracts outstanding: ####Jan 28, 2024######Jan 29, 2023 ######(In millions)#### Designated as cash flow hedges##$##1,168####$##1,128 Non-designated hedges##$##597####$##366"}
-{"_id": "NVDA20231352", "title": "NVDA Note 11 - Derivative Financial Instruments", "text": "The unrealized gains and losses or fair value of our foreign currency forward contracts was not significant as of January 28, 2024 and January 29, 2023."}
-{"_id": "NVDA20231353", "title": "NVDA Note 11 - Derivative Financial Instruments", "text": "As of January 28, 2024, all designated foreign currency forward contracts mature within 18 months. The expected realized gains and losses deferred into accumulated other comprehensive income or loss related to foreign currency forward contracts within the next twelve months was not significant."}
-{"_id": "NVDA20231355", "title": "NVDA Note 11 - Derivative Financial Instruments", "text": "During fiscal years 2024 and 2023, the impact of derivative financial instruments designated for hedge accounting treatment on other comprehensive income or loss was not significant and all such instruments were determined to be highly effective."}
-{"_id": "NVDA20231376", "title": "NVDA Long-Term Debt", "text": "The carrying value of our outstanding notes, the calendar year of maturity, and the associated interest rates were as follows: ##Expected Remaining Term (years)##Effective Interest Rate####Jan 28, 2024######Jan 29, 2023 ##########(In millions)#### 0.309% Notes Due 2023 (1)##\u2014##0.41%##$##\u2014####$##1,250 0.584% Notes Due 2024##0.4##0.66%####1,250######1,250 3.20% Notes Due 2026##2.6##3.31%####1,000######1,000 1.55% Notes Due 2028##4.4##1.64%####1,250######1,250 2.85% Notes Due 2030##6.2##2.93%####1,500######1,500 2.00% Notes Due 2031##7.4##2.09%####1,250######1,250 3.50% Notes Due 2040##16.2##3.54%####1,000######1,000 3.50% Notes Due 2050##26.2##3.54%####2,000######2,000 3.70% Notes Due 2060##36.2##3.73%####500######500 Unamortized debt discount and issuance costs########(41)######(47) Net carrying amount########9,709######10,953 Less short-term portion########(1,250)######(1,250) Total long-term portion######$##8,459####$##9,703"}
-{"_id": "NVDA20231377", "title": "NVDA Long-Term Debt", "text": "(1) In fiscal year 2024, we repaid the 0.309% Notes Due 2023."}
-{"_id": "NVDA20231378", "title": "NVDA Long-Term Debt", "text": "All our notes are unsecured senior obligations. All existing and future liabilities of our subsidiaries will be effectively senior to the notes. Our notes pay interest semi-annually. We may redeem each of our notes prior to maturity, subject to a make-whole premium as defined in the applicable form of note."}
-{"_id": "NVDA20231379", "title": "NVDA Long-Term Debt", "text": "As of January 28, 2024, we were in compliance with the required covenants, which are non-financial in nature, under the outstanding notes."}
-{"_id": "NVDA20231381", "title": "NVDA Commercial Paper", "text": "We have a $575 million commercial paper program to support general corporate purposes. As of January 28, 2024, we had no commercial paper outstanding."}
-{"_id": "NVDA20231384", "title": "NVDA Purchase Obligations", "text": "Our purchase obligations reflect our commitments to purchase components used to manufacture our products, including long-term supply and capacity agreements, certain software and technology licenses, other goods and services and long-lived assets."}
-{"_id": "NVDA20231386", "title": "NVDA Purchase Obligations", "text": "As of January 28, 2024, we had outstanding inventory purchase and long-term supply and capacity obligations totaling $16.1 billion. We enter into agreements with contract manufacturers that allow them to procure inventory based upon criteria as defined by us, and in certain instances, these agreements allow us the option to cancel, reschedule, and adjust our requirements based on our business needs prior to firm orders being placed, but these changes may result in the payment of costs incurred through the date of cancellation. Other non-inventory purchase obligations were $4.6 billion, which includes $3.5 billion of multi-year cloud service agreements, primarily to support our research and development efforts."}
-{"_id": "NVDA20231399", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "Total future purchase commitments as of January 28, 2024 are as follows: ####Commitments ####(In millions) Fiscal Year:#### 2025##$##17,316 2026####1,143 2027####1,060 2028####770 2029 and thereafter####418 Total##$##20,707"}
-{"_id": "NVDA20231408", "title": "NVDA Accrual for Product Warranty Liabilities", "text": "The estimated amount of product warranty liabilities was $306 million and $82 million as of January 28, 2024 and January 29, 2023, respectively. The estimated product returns and estimated product warranty activity consisted of the following: ########Year Ended#### ####Jan 28, 2024####Jan 29, 2023####Jan 30, 2022 ######(In millions)###### Balance at beginning of period##$##82##$##46##$##22 Additions####278####145####40 Utilization####(54)####(109)####(16) Balance at end of period##$##306##$##82##$##46"}
-{"_id": "NVDA20231409", "title": "NVDA Accrual for Product Warranty Liabilities", "text": "In fiscal years 2024 and 2023, the additions in product warranty liabilities primarily related to Compute & Networking segment."}
-{"_id": "NVDA20231410", "title": "NVDA Accrual for Product Warranty Liabilities", "text": "We have provided indemnities for matters such as tax, product, and employee liabilities. We have included intellectual property indemnification provisions in our technology-related agreements with third parties. Maximum potential future payments cannot be estimated because many of these agreements do not have a maximum stated liability. We have not recorded any liability in our Consolidated Financial Statements for such indemnifications."}
-{"_id": "NVDA20231414", "title": "NVDA Securities Class Action and Derivative Lawsuits", "text": "The plaintiffs in the putative securities class action lawsuit, captioned 4:18-cv-07669-HSG, initially filed on December 21, 2018 in the United States District Court for the Northern District of California, and titled In Re NVIDIA Corporation Securities Litigation, filed an amended complaint on May 13, 2020. The amended complaint asserted that NVIDIA and certain NVIDIA executives violated Section 10(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and SEC Rule 10b-5, by making materially false or misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand between May 10, 2017 and November 14, 2018. Plaintiffs also alleged that the NVIDIA executives who they named as defendants violated Section 20(a) of the Exchange Act. Plaintiffs sought class certification, an award of unspecified compensatory damages, an award of reasonable costs and expenses, including attorneys\u2019 fees and expert fees, and further relief as the Court may deem just and proper. On March 2, 2021, the district court granted NVIDIA\u2019s motion to dismiss the complaint without leave to amend, entered judgment in favor of NVIDIA and closed the case. On March 30, 2021, plaintiffs filed an appeal from judgment in the United States Court of Appeals for the Ninth Circuit, case number 21-15604. On August 25, 2023, a majority of a three-judge Ninth Circuit panel affirmed in part and reversed in part the district court\u2019s dismissal of the case, with a third judge dissenting on the basis that the district court did not err in dismissing the case. On November 15, 2023, the Ninth Circuit denied NVIDIA\u2019s petition for rehearing en banc of the Ninth Circuit panel\u2019s majority decision to reverse in part the dismissal of the case, which NVIDIA had filed on October 10, 2023. On November 21, 2023, NVIDIA filed a motion with the Ninth Circuit for a stay of the mandate pending NVIDIA\u2019s petition for a writ of certiorari in the Supreme Court of the United States and the Supreme Court\u2019s"}
-{"_id": "NVDA20231418", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "resolution of the matter. On December 5, 2023, the Ninth Circuit granted NVIDIA\u2019s motion to stay the mandate. NVIDIA\u2019s deadline to file a petition for a writ of certiorari is March 4, 2024."}
-{"_id": "NVDA20231419", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "The putative derivative lawsuit pending in the United States District Court for the Northern District of California, captioned 4:19-cv-00341-HSG, initially filed January 18, 2019 and titled In re NVIDIA Corporation Consolidated Derivative Litigation, was stayed pending resolution of the plaintiffs\u2019 appeal in the In Re NVIDIA Corporation Securities Litigation action. On February 22, 2022, the court administratively closed the case, but stated that it would reopen the case once the appeal in the In Re NVIDIA Corporation Securities Litigation action is resolved. Following the Ninth Circuit\u2019s denial of NVIDIA\u2019s petition for rehearing on November 15, 2023, the parties are conferring regarding the next steps in this derivative matter. The lawsuit asserts claims, purportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty, unjust enrichment, waste of corporate assets, and violations of Sections 14(a), 10(b), and 20(a) of the Exchange Act based on the dissemination of allegedly false and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand. The plaintiffs are seeking unspecified damages and other relief, including reforms and improvements to NVIDIA\u2019s corporate governance and internal procedures."}
-{"_id": "NVDA20231420", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "The putative derivative actions initially filed September 24, 2019 and pending in the United States District Court for the District of Delaware, Lipchitz v. Huang, et al. (Case No. 1:19-cv-01795-UNA) and Nelson v. Huang, et. al. (Case No. 1:19-cv-01798- UNA), remain stayed pending resolution of the plaintiffs\u2019 appeal in the In Re NVIDIA Corporation Securities Litigation action. Following the Ninth Circuit\u2019s denial of NVIDIA\u2019s petition for rehearing on November 15, 2023, the parties are conferring regarding the next steps in these derivative matters. The lawsuits assert claims, purportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty, unjust enrichment, insider trading, misappropriation of information, corporate waste and violations of Sections 14(a), 10(b), and 20(a) of the Exchange Act based on the dissemination of allegedly false, and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand. The plaintiffs seek unspecified damages and other relief, including disgorgement of profits from the sale of NVIDIA stock and unspecified corporate governance measures."}
-{"_id": "NVDA20231421", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "Another putative derivative action was filed on October 30, 2023 in the Court of Chancery of the State of Delaware, captioned Horanic v. Huang, et al. (Case No. 2023-1096-KSJM). This lawsuit asserts claims, purportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty and insider trading based on the dissemination of allegedly false and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand. The plaintiffs seek unspecified damages and other relief, including disgorgement of profits from the sale of NVIDIA stock and reform of unspecified corporate governance measures. This derivative matter is stayed pending the final resolution of In Re NVIDIA Corporation Securities Litigation action."}
-{"_id": "NVDA20231424", "title": "NVDA Accounting for Loss Contingencies", "text": "As of January 28, 2024, we have not recorded any accrual for contingent liabilities associated with the legal proceedings described above based on our belief that liabilities, while possible, are not probable. Further, except as specifically described above, any possible loss or range of loss in these matters cannot be reasonably estimated at this time. We are engaged in legal actions not described above arising in the ordinary course of business and, while there can be no assurance of favorable outcomes, we believe that the ultimate outcome of these actions will not have a material adverse effect on our operating results, liquidity or financial position."}
-{"_id": "NVDA20231443", "title": "NVDA Note 14 - Income Taxes", "text": "The income tax expense (benefit) applicable to income before income taxes consists of the following: ########Year Ended#### ####Jan 28, 2024####Jan 29, 2023####Jan 30, 2022 ########(In millions)#### Current income taxes:############ Federal##$##5,710##$##1,703##$##482 State####335####46####42 Foreign####502####228####71 Total current####6,547####1,977####595 Deferred income taxes:############ Federal####(2,499)####(2,165)####(420) State####(206)####\u2014####\u2014 Foreign####216####1####14 Total deferred####(2,489)####(2,164)####(406) Income tax expense (benefit)##$##4,058##$##(187)##$##189"}
-{"_id": "NVDA20231450", "title": "NVDA Note 14 - Income Taxes", "text": "Income before income tax consists of the following: ########Year Ended#### ####Jan 28, 2024####Jan 29, 2023####Jan 30, 2022 ########(In millions)#### U.S.##$##29,495##$##3,477##$##8,446 Foreign####4,323####704####1,495 Income before income tax##$##33,818##$##4,181##$##9,941"}
-{"_id": "NVDA20231466", "title": "NVDA Note 14 - Income Taxes", "text": "The income tax expense (benefit) differs from the amount computed by applying the U.S. federal statutory rate of 21% to income before income taxes as follows: ################Year Ended############## ######Jan 28, 2024##########Jan 29, 2023##########Jan 30, 2022#### ################(In millions, except percentages)############## Tax expense computed at federal statutory rate##$##7,102####21.0##%##$##878####21.0##%##$##2,088####21.0##% Expense (benefit) resulting from:############################## State income taxes, net of federal tax effect####120####0.4##%####50####1.2##%####42####0.4##% Foreign-derived intangible income####(1,408)####(4.2)##%####(739)####(17.7)##%####(520)####(5.2)##% Stock-based compensation####(741)####(2.2)##%####(309)####(7.4)##%####(337)####(3.4)##% Foreign tax rate differential####(467)####(1.4)##%####(83)####(2.0)##%####(497)####(5.0)##% U.S. federal research and development tax credit####(431)####(1.3)##%####(278)####(6.6)##%####(289)####(2.9)##% Acquisition termination cost####\u2014####\u2014##%####261####6.2##%####\u2014####\u2014##% IP domestication####\u2014####\u2014##%####\u2014####\u2014##%####(244)####(2.5)##% Other####(117)####(0.3)##%####33####0.8##%####(54)####(0.5)##% Income tax expense (benefit)##$##4,058####12.0##%##$##(187)####(4.5)##%##$##189####1.9##%"}
-{"_id": "NVDA20231491", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "The tax effect of temporary differences that gives rise to significant portions of the deferred tax assets and liabilities are presented below: ####Jan 28, 2024######Jan 29, 2023 ######(In millions)#### Deferred tax assets:########## Capitalized research and development expenditure##$##3,376####$##1,859 GILTI deferred tax assets####1,576######800 Accruals and reserves, not currently deductible for tax purposes####1,121######686 Research and other tax credit carryforwards####936######951 Net operating loss and capital loss carryforwards####439######409 Operating lease liabilities####263######193 Stock-based compensation####106######99 Property, equipment and intangible assets####4######66 Other deferred tax assets####179######91 Gross deferred tax assets####8,000######5,154 Less valuation allowance####(1,552)######(1,484) Total deferred tax assets####6,448######3,670 Deferred tax liabilities:########## Unremitted earnings of foreign subsidiaries####(502)######(228) Operating lease assets####(255)######(179) Acquired intangibles####(74)######(115) Gross deferred tax liabilities####(831)######(522) Net deferred tax asset (1)##$##5,617####$##3,148"}
-{"_id": "NVDA20231492", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "(1) Net deferred tax asset includes long-term deferred tax assets of $6.1 billion and $3.4 billion and long-term deferred tax liabilities of $462 million and $247 million for fiscal years 2024 and 2023, respectively. Long-term deferred tax liabilities are included in other long-term liabilities on our Consolidated Balance Sheets."}
-{"_id": "NVDA20231493", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "As of January 28, 2024, we intend to indefinitely reinvest approximately $1.1 billion and $250 million of cumulative undistributed earnings held by certain subsidiaries in Israel and the United Kingdom, respectively. We have not provided the amount of unrecognized deferred tax liabilities for temporary differences related to these investments as the determination of such amount is not practicable."}
-{"_id": "NVDA20231494", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "As of January 28, 2024 and January 29, 2023, we had a valuation allowance of $1.6 billion and $1.5 billion, respectively, related to capital loss carryforwards, and certain state and other deferred tax assets that management determined are not likely to be realized due, in part, to jurisdictional projections of future taxable income, including capital gains. To the extent realization of the deferred tax assets becomes more-likely-than-not, we would recognize such deferred tax assets as income tax benefits during the period."}
-{"_id": "NVDA20231495", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "As of January 28, 2024, we had U.S. federal, state and foreign net operating loss carryforwards of $315 million, $342 million and $361 million, respectively. The federal and state carryforwards will begin to expire in fiscal years 2026 and 2025, respectively. The foreign net operating loss carryforwards of $361 million may be carried forward indefinitely. As of January 28, 2024, we had federal research tax credit carryforwards of $31 million, before the impact of uncertain tax positions, that will begin to expire in fiscal year 2025. We have state research tax credit carryforwards of $1.6 billion, before the impact of uncertain tax positions. $1.5 billion is attributable to the State of California and may be carried over indefinitely and $75 million is attributable to various other states and will begin to expire in fiscal year 2025. As of January 28, 2024, we had federal capital loss carryforwards of $1.4 billion that will begin to expire in fiscal year 2025."}
-{"_id": "NVDA20231497", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "Our tax attributes remain subject to audit and may be adjusted for changes or modification in tax laws, other authoritative interpretations thereof, or other facts and circumstances. Utilization of tax attributes may also be subject to limitations due to ownership changes and other limitations provided by the Internal Revenue Code and similar state and foreign tax provisions. If any such limitations apply, the tax attributes may expire or be denied before utilization."}
-{"_id": "NVDA20231510", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "A reconciliation of gross unrecognized tax benefits is as follows: ####Jan 28, 2024####Jan 29, 2023####Jan 30, 2022 ########(In millions)#### Balance at beginning of period##$##1,238##$##1,013##$##776 Increases in tax positions for current year####616####268####246 Increases in tax positions for prior years####87####1####14 Decreases in tax positions for prior years####(148)####(15)####(4) Settlements####(104)####(9)####(8) Lapse in statute of limitations####(19)####(20)####(11) Balance at end of period##$##1,670##$##1,238##$##1,013"}
-{"_id": "NVDA20231511", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "Included in the balance of unrecognized tax benefits as of January 28, 2024 are $1.0 billion of tax benefits that would affect our effective tax rate if recognized."}
-{"_id": "NVDA20231512", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "We classify an unrecognized tax benefit as a current liability, or amount refundable, to the extent that we anticipate payment or receipt of cash for income taxes within one year. The amount is classified as a long-term liability, or reduction of long-term amount refundable, if we anticipate payment or receipt of cash for income taxes during a period beyond a year."}
-{"_id": "NVDA20231513", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "We include interest and penalties related to unrecognized tax benefits as a component of income tax expense. We recognized net interest and penalties related to unrecognized tax benefits in the income tax expense line of our consolidated statements of income of $42 million, $33 million, and $14 million during fiscal years 2024, 2023 and 2022, respectively. As of January 28, 2024 and January 29, 2023, we have accrued $140 million and $95 million, respectively, for the payment of interest and penalties related to unrecognized tax benefits, which is not included as a component of our gross unrecognized tax benefits."}
-{"_id": "NVDA20231514", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "While we believe that we have adequately provided for all tax positions, amounts asserted by tax authorities could be greater or less than our accrued position. Accordingly, our provisions on federal, state and foreign tax-related matters to be recorded in the future may change as revised estimates are made or the underlying matters are settled or otherwise resolved. As of January 28, 2024, we have not identified any positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within the next twelve months."}
-{"_id": "NVDA20231515", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "We are subject to taxation by taxing authorities both in the United States and other countries. As of January 28, 2024, the significant tax jurisdictions that may be subject to examination include the United States for fiscal years after 2020, as well as China, Germany, Hong Kong, India, Israel, Taiwan, and the United Kingdom for fiscal years 2005 through 2023. As of January 28, 2024, the significant tax jurisdictions for which we are currently under examination include Germany, India, Israel, and Taiwan for fiscal years 2005 through 2023."}
-{"_id": "NVDA20231518", "title": "NVDA Capital Return Program", "text": "In August 2023, our Board of Directors approved an increase to our share repurchase program of an additional $25.0 billion, without expiration. During fiscal year 2024, we repurchased 21 million shares of our common stock for $9.7 billion. As of January 28, 2024, we were authorized, subject to certain specifications, to repurchase additional shares of our common stock up to $22.5 billion. From January 29, 2024 through February 16, 2024, we repurchased 2.8 million shares for $1.9 billion pursuant to a Rule 10b5-1 trading plan. Our share repurchase program aims to offset dilution from shares issued to employees. We may pursue additional share repurchases as we weigh market factors and other investment opportunities."}
-{"_id": "NVDA20231519", "title": "NVDA Capital Return Program", "text": "During fiscal years 2024, 2023, and 2022, we paid $395 million, $398 million, and $399 million in cash dividends to our shareholders, respectively. Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the dividend program and the declaration of dividends thereunder are in the best interests of our shareholders."}
-{"_id": "NVDA20231521", "title": "NVDA Capital Return Program", "text": "In fiscal year 2022, we retired our existing 349 million treasury shares. These shares assumed the status of authorized and unissued shares upon retirement. The excess of repurchase price over par value was allocated between additional paid-in capital and retained earnings, resulting in a reduction in additional paid-in capital by $20 million and retained earnings by $12.0 billion. Any future repurchased shares will assume the status of authorized and unissued shares."}
-{"_id": "NVDA20231526", "title": "NVDA Note 16 - Employee Retirement Plans", "text": "We provide tax-qualified defined contribution plans to eligible employees in the U.S. and certain other countries. Our contribution expense for fiscal years 2024, 2023, and 2022 was $255 million, $227 million, and $168 million, respectively."}
-{"_id": "NVDA20231528", "title": "NVDA Note 17 - Segment Information", "text": "Our Chief Executive Officer, who is considered to be our chief operating decision maker, or CODM, reviews financial information presented on an operating segment basis for purposes of making decisions and assessing financial performance."}
-{"_id": "NVDA20231529", "title": "NVDA Note 17 - Segment Information", "text": "The Compute & Networking segment includes our Data Center accelerated computing platform; networking; automotive artificial intelligence, or AI, Cockpit, autonomous driving development agreements, and autonomous vehicle solutions; electric vehicle computing platforms; Jetson for robotics and other embedded platforms; NVIDIA AI Enterprise and other software; and DGX Cloud."}
-{"_id": "NVDA20231530", "title": "NVDA Note 17 - Segment Information", "text": "The Graphics segment includes GeForce GPUs for gaming and PCs, the GeForce NOW game streaming service and related infrastructure, and solutions for gaming platforms; Quadro/NVIDIA RTX GPUs for enterprise workstation graphics; virtual GPU software for cloud-based visual and virtual computing; automotive platforms for infotainment systems; and Omniverse Enterprise software for building and operating 3D internet applications."}
-{"_id": "NVDA20231531", "title": "NVDA Note 17 - Segment Information", "text": "Operating results by segment include costs or expenses that are directly attributable to each segment, and costs or expenses that are leveraged across our unified architecture and therefore allocated between our two segments."}
-{"_id": "NVDA20231532", "title": "NVDA Note 17 - Segment Information", "text": "The \u201cAll Other\u201d category includes the expenses that our CODM does not assign to either Compute & Networking or Graphics for purposes of making operating decisions or assessing financial performance. The expenses include stock-based compensation expense, corporate infrastructure and support costs, acquisition-related and other costs, intellectual property related, or IP-related costs, acquisition termination cost, and other non-recurring charges and benefits that our CODM deems to be enterprise in nature."}
-{"_id": "NVDA20231545", "title": "NVDA Note 17 - Segment Information", "text": "Our CODM does not review any information regarding total assets on a reportable segment basis. Depreciation and amortization expense directly attributable to each reportable segment is included in operating results for each segment. However, our CODM does not evaluate depreciation and amortization expense by operating segment and, therefore, it is not separately presented. There is no intersegment revenue. The accounting policies for segment reporting are the same as for our consolidated financial statements. The table below presents details of our reportable segments and the \u201cAll Other\u201d category. ####Compute & Networking####Graphics######All Other####Consolidated ##########(In millions)######## Year Ended Jan 28, 2024:################## Revenue##$##47,405##$##13,517####$##\u2014##$##60,922 Operating income (loss)##$##32,016##$##5,846####$##(4,890)##$##32,972 Year Ended Jan 29, 2023:################## Revenue##$##15,068##$##11,906####$##\u2014##$##26,974 Operating income (loss)##$##5,083##$##4,552####$##(5,411)##$##4,224 Year Ended Jan 30, 2022:################## Revenue##$##11,046##$##15,868####$##\u2014##$##26,914 Operating income (loss)##$##4,598##$##8,492####$##(3,049)##$##10,041"}
-{"_id": "NVDA20231560", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": " ########Year Ended#### ####Jan 28, 2024####Jan 29, 2023####Jan 30, 2022 ########(In millions)#### Reconciling items included in \"All Other\" category:############ Stock-based compensation expense##$##(3,549)##$##(2,710)##$##(2,004) Unallocated cost of revenue and operating expenses####(728)####(595)####(399) Acquisition-related and other costs####(583)####(674)####(636) IP-related and legal settlement costs####(40)####(23)####(10) Restructuring costs and other####\u2014####(54)####\u2014 Acquisition termination cost####\u2014####(1,353)####\u2014 Other####10####(2)####\u2014 Total##$##(4,890)##$##(5,411)##$##(3,049)"}
-{"_id": "NVDA20231569", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "Revenue by geographic areas is designated based upon the billing location of the customer. End customer location may be different than our customer\u2019s billing location. Revenue by geographic areas was as follows: ########Year Ended#### ####Jan 28, 2024####Jan 29, 2023####Jan 30, 2022 Revenue:########(In millions)#### United States##$##26,966##$##8,292##$##4,349 Taiwan####13,405####6,986####8,544 China (including Hong Kong)####10,306####5,785####7,111 Other countries####10,245####5,911####6,910 Total revenue##$##60,922##$##26,974##$##26,914"}
-{"_id": "NVDA20231570", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "Revenue from sales to customers outside of the United States accounted for 56%, 69%, and 84% of total revenue for fiscal years 2024, 2023, and 2022, respectively. The increase in revenue to the United States for fiscal year 2024 was primarily due to higher U.S.-based Compute & Networking segment demand."}
-{"_id": "NVDA20231571", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "Sales to one customer represented 13% of total revenue for fiscal year 2024, which was attributable to the Compute & Networking segment. No customer represented 10% or more of total revenue for fiscal years 2023 and 2022."}
-{"_id": "NVDA20231582", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "The following table summarizes information pertaining to our revenue by each of the specialized markets we serve: ########Year Ended#### ####Jan 28, 2024####Jan 29, 2023####Jan 30, 2022 Revenue:########(In millions)#### Data Center##$##47,525##$##15,005##$##10,613 Gaming####10,447####9,067####12,462 Professional Visualization####1,553####1,544####2,111 Automotive####1,091####903####566 OEM and Other####306####455####1,162 Total revenue##$##60,922##$##26,974##$##26,914"}
-{"_id": "NVDA20231594", "title": "NVDA Notes to the Consolidated Financial Statements (Continued)", "text": "The following table presents summarized information for long-lived assets by country. Long-lived assets consist of property and equipment and exclude other assets, operating lease assets, goodwill, and intangible assets. ####Jan 28, 2024######Jan 29, 2023 Long-lived assets:######(In millions)#### United States##$##2,595####$##2,587 Taiwan####773######702 Israel####325######283 Other countries####221######235 Total long-lived assets##$##3,914####$##3,807"}
-{"_id": "NVDA20231610", "title": "NVDA Schedule II \u2013 Valuation and Qualifying Accounts", "text": " Description####Balance at Beginning of Period####Additions######Deductions######Balance at End of Period ##########(In millions)########## Fiscal year 2024#################### Allowance for doubtful accounts##$##4##$##\u2014##(1)##$##\u2014##(1)##$##4 Sales return allowance##$##26##$##213##(2)##$##(130)##(4)##$##109 Deferred tax valuation allowance##$##1,484##$##162##(3)##$##(94)##(3)##$##1,552 Fiscal year 2023#################### Allowance for doubtful accounts##$##4##$##\u2014##(1)##$##\u2014##(1)##$##4 Sales return allowance##$##13##$##104##(2)##$##(91)##(4)##$##26 Deferred tax valuation allowance##$##907##$##577##(3)##$##\u2014####$##1,484 Fiscal year 2022#################### Allowance for doubtful accounts##$##4##$##\u2014##(1)##$##\u2014##(1)##$##4 Sales return allowance##$##17##$##19##(2)##$##(23)##(4)##$##13 Deferred tax valuation allowance##$##728##$##179##(3)##$##\u2014####$##907"}
-{"_id": "NVDA20231611", "title": "NVDA Schedule II \u2013 Valuation and Qualifying Accounts", "text": "(1)Additions represent either expense or acquired balances and deductions represent write-offs."}
-{"_id": "NVDA20231612", "title": "NVDA Schedule II \u2013 Valuation and Qualifying Accounts", "text": "(2)Additions represent estimated product returns charged as a reduction to revenue or an acquired balance."}
-{"_id": "NVDA20231613", "title": "NVDA Schedule II \u2013 Valuation and Qualifying Accounts", "text": "(3)Additional valuation allowance on deferred tax assets not likely to be realized. Additions represent additional valuation allowance on capital loss carryforwards, and certain state and other deferred tax assets. Deductions represent the release of valuation allowance on certain state deferred tax assets. Refer to Note 14 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information."}
-{"_id": "NVDA20231615", "title": "NVDA Schedule II \u2013 Valuation and Qualifying Accounts", "text": "(4)Represents sales returns."}
-{"_id": "NVDA20231668", "title": "NVDA Exhibit Index", "text": " ######Incorporated by Reference## Exhibit No.##Exhibit Description##Schedule/Form####Exhibit 2.1##Agreement and Plan of Merger, dated March 10, 2019, by and among NVIDIA Corporation, NVIDIA International Holdings Inc., Mellanox Technologies Ltd. and Teal Barvaz Ltd.##8-K####2.1 2.2^##Share Purchase Agreement, dated September 13, 2020, by and among NVIDIA, NVIDIA Holdings, Arm, SoftBank, and Vision Fund##8-K####2.1 3.1##Restated Certificate of Incorporation##10-K####3.1 3.2##Amendment to Restated Certificate of Incorporation of NVIDIA Corporation##8-K####3.1 3.3##Bylaws of NVIDIA Corporation, Amended and Restated as of March 2, 2023##8-K####3.1 4.1##Reference is made to Exhibits 3.1, 3.2 and 3.3###### 4.2##Specimen Stock Certificate##S-1/A####4.2 4.3##Indenture, dated as of September 16, 2016, by and between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as Trustee##8-K####4.1 4.4##Officers\u2019 Certificate, dated as of September 16, 2016##8-K####4.2 4.5##Form of 2026 Note##8-K####Annex B-1 to Exhibit 4.2 4.6##Description of Securities##10-K####4.6 4.7##Officers\u2019 Certificate, dated as of March 31, 2020##8-K####4.2 4.8##Form of 2030 Note##8-K####Annex A-1 to Exhibit 4.2 4.9##Form of 2040 Note##8-K####Annex B-1 to Exhibit 4.2 4.10##Form of 2050 Note##8-K####Annex C-1 to Exhibit 4.2 4.11##Form of 2060 Note##8-K####Annex D-1 to Exhibit 4.2 4.12##Officers' Certificate, dated as of June 16, 2021##8-K####4.2 4.13##Form of 2023 Note##8-K####Annex A-1 to Exhibit 4.2 4.14##Form of 2024 Note##8-K####Annex B-1 to Exhibit 4.2 4.15##Form of 2028 Note##8-K####Annex C-1 to Exhibit 4.2 4.16##Form of 2031 Note##8-K####Annex D-1 to Exhibit 4.2 10.1##Form of Indemnity Agreement between NVIDIA Corporation and each of its directors and officers##8-K####10.1 10.2+##Amended and Restated 2007 Equity Incentive Plan##10-K####10.2 10.3+##Amended and Restated 2007 Equity Incentive Plan - Non-Employee Director Deferred Restricted Stock Unit Grant Notice and Deferred Restricted Stock Unit Agreement (2016)##10-K####10.26 10.4+##Amended and Restated 2007 Equity Incentive Plan - Non-Employee Director Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (2016)##10-K####10.27 10.5+##Amended and Restated 2007 Equity Incentive Plan - Global Performance-Based Restricted Stock Unit Grant Notice and Performance-Based Restricted Stock Unit Agreement (2019)##8-K####10.1 10.6+##Amended and Restated 2007 Equity Incentive Plan \u2013 Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2020)##10-Q####10.2 10.7+##Amended and Restated 2007 Equity Incentive Plan \u2013 Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2021)##10-Q####10.2 10.8+##Amended and Restated 2007 Equity Incentive Plan \u2013 Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2022)##10-K####10.16 10.9+##Amended and Restated 2007 Equity Incentive Plan \u2013 Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2023)##10-K####10.14 10.10+##Amended and Restated 2012 Employee Stock Purchase Plan##10-Q####10.2 10.11+##Variable Compensation Plan - Fiscal Year 2023##8-K####10.1 10.12+##Variable Compensation Plan - Fiscal Year 2024##8-K####10.1 10.13##Form of Commercial Paper Dealer Agreement between NVIDIA Corporation, as Issuer, and the Dealer party thereto##8-K####10.1 21.1*######Subsidiaries of Registrant## 23.1*######Consent of PricewaterhouseCoopers LLP## 24.1*######Power of Attorney (included in signature page)## 31.1*######Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934## 31.2*######Certification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934## 32.1#*######Certification of Chief Executive Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934## 32.2#*######Certification of Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934## 97.1+*######Compensation Recovery Policy, as amended and restated November 30, 2023## 101.INS*######XBRL Instance Document## 101.SCH*######XBRL Taxonomy Extension Schema Document## 101.CAL*######XBRL Taxonomy Extension Calculation Linkbase Document## 101.DEF*######XBRL Taxonomy Extension Definition Linkbase Document## 101.LAB*######XBRL Taxonomy Extension Labels Linkbase Document## 101.PRE*######XBRL Taxonomy Extension Presentation Linkbase Document## 104######Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document##"}
-{"_id": "NVDA20231669", "title": "NVDA Exhibit Index", "text": "*  Filed herewith."}
-{"_id": "NVDA20231671", "title": "NVDA Exhibit Index", "text": "+ Management contract or compensatory plan or arrangement. # In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed \u201cfiled\u201d for purpose of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference."}
-{"_id": "NVDA20231672", "title": "NVDA Exhibit Index", "text": "^ Certain exhibits and schedules have been omitted in accordance with Regulation S-K Item 601(a)(5)."}
-{"_id": "NVDA20231673", "title": "NVDA Exhibit Index", "text": "Copies of above exhibits not contained herein are available to any shareholder upon written request to:"}
-{"_id": "NVDA20231674", "title": "NVDA Exhibit Index", "text": "Investor Relations: NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara, CA 95051"}
-{"_id": "NVDA20231677", "title": "NVDA Form 10-K Summary", "text": "Not Applicable."}
-{"_id": "NVDA20231683", "title": "NVDA Signatures", "text": "Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 21, 2024. ##NVIDIA Corporation## By:####/s/ Jen-Hsun Huang ####Jen-Hsun Huang ####President and Chief Executive Officer"}
-{"_id": "NVDA20231686", "title": "NVDA Power of Attorney", "text": "KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jen-Hsun Huang and Colette M. Kress, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-facts and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitutes, may lawfully do or cause to be done by virtue hereof."}
-{"_id": "NVDA20231720", "title": "NVDA Power of Attorney", "text": "Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature##Title##Date /s/ JEN-HSUN HUANG##President, Chief Executive Officer and Director (Principal Executive Officer)##February 21, 2024 Jen-Hsun Huang#### /s/ COLETTE M. KRESS##Executive Vice President and Chief Financial Officer (Principal Financial Officer)##February 21, 2024 Colette M. Kress#### /s/ DONALD ROBERTSON##Vice President and Chief Accounting Officer (Principal Accounting Officer)##February 21, 2024 Donald Robertson#### /s/ ROBERT BURGESS##Director##February 21, 2024 Robert Burgess#### /s/ TENCH COXE##Director##February 21, 2024 Tench Coxe#### /s/ JOHN O. DABIRI##Director##February 21, 2024 John O. Dabiri#### /s/ PERSIS DRELL##Director##February 21, 2024 Persis Drell#### /s/ DAWN HUDSON##Director##February 21, 2024 Dawn Hudson#### /s/ HARVEY C. JONES##Director##February 21, 2024 Harvey C. Jones#### /s/ MELISSA B. LORA##Director##February 21, 2024 Melissa B. Lora#### /s/ MICHAEL MCCAFFERY##Director##February 21, 2024 Michael McCaffery#### /s/ STEPHEN C. NEAL##Director##February 21, 2024 Stephen C. Neal#### /s/ MARK L. PERRY##Director##February 21, 2024 Mark L. Perry#### /s/ A. BROOKE SEAWELL##Director##February 21, 2024 A. Brooke Seawell#### /s/ AARTI SHAH##Director##February 21, 2024 Aarti Shah#### /s/ MARK STEVENS##Director##February 21, 2024 Mark Stevens####"}
-{"_id": "ORCL20230003", "title": "ORCL Business", "text": "Oracle provides products and services that address enterprise information technology (IT) needs. Our products and services include enterprise applications and infrastructure offerings that are delivered worldwide through a variety of flexible and interoperable IT deployment models. These models include on-premise, cloud-based and hybrid deployments (an approach that combines both on-premise and cloud-based deployments), such as Oracle Exadata Cloud@Customer and Dedicated Region offerings (instances of Oracle Cloud in a customer\u2019s own data center) and multicloud options that enable customers to use Oracle Cloud in conjunction with other public clouds. Accordingly, we offer choice and flexibility to our customers and facilitate the product, service and deployment combinations that best suit our customers\u2019 needs. Our customers include businesses of many sizes, government agencies, educational institutions and resellers that we market and sell to directly through our worldwide sales force or indirectly through the Oracle Partner Network. Using Oracle technologies, our customers build, deploy, run, manage and support their internal and external products, services and business operations, including, for example, an artificial intelligence (AI) product company that uses Oracle Cloud Infrastructure (OCI) to build and serve generative AI models; a global technology company that uses OCI to power its logistics and mobile application offerings; a multinational financial institution that runs its banking applications using Oracle Exadata Cloud@Customer; and a global consumer products company that leverages Oracle Fusion Cloud Enterprise Resource Planning (ERP) for its accounting processes, risk management, supply chain and financial planning functions."}
-{"_id": "ORCL20230004", "title": "ORCL Business", "text": "Oracle SaaS and OCI (collectively Oracle Cloud Services) offerings provide comprehensive and integrated applications and infrastructure services enabling our customers to choose the best option that meets their specific business needs. Oracle Cloud Services integrate the IT components, including software, hardware and services, in a cloud-based IT environment that Oracle deploys, manages, supports and upgrades for customers and that customers may access utilizing common web browsers via a broad spectrum of devices."}
-{"_id": "ORCL20230005", "title": "ORCL Business", "text": "Oracle Cloud Services are designed to be rapidly deployable to enable customers shorter time to innovation; intuitive for casual and experienced users; easily maintainable to reduce upgrade, integration and testing work; connectable among differing deployment models to enable interoperability and extensibility to easily move workloads among the Oracle Cloud and other IT and cloud environments; cost-effective by lowering upfront customer investments and implementing usage-based resource consumption costs; and highly secure, standards-based and reliable."}
-{"_id": "ORCL20230006", "title": "ORCL Business", "text": "Oracle cloud license and on-premise license deployment offerings include Oracle Applications, Oracle Database and Oracle Middleware software offerings, among others, which customers deploy using IT infrastructure from the Oracle Cloud or their own cloud-based or on-premise IT environments. Substantially all customers opt to purchase license support contracts when they purchase an Oracle license."}
-{"_id": "ORCL20230007", "title": "ORCL Business", "text": "Oracle hardware products include Oracle Engineered Systems, servers, storage and industry-specific products, among others. Customers generally opt to purchase hardware support contracts when they purchase Oracle hardware products."}
-{"_id": "ORCL20230008", "title": "ORCL Business", "text": "Oracle also offers professional services to assist our customers and partners to maximize the performance of their investments in Oracle products and services."}
-{"_id": "ORCL20230009", "title": "ORCL Business", "text": "Providing choice and flexibility to Oracle customers as to when and how they deploy Oracle applications and infrastructure technologies is an important element of our corporate strategy. We believe that offering customers broad, comprehensive, flexible and interoperable deployment models for Oracle applications and infrastructure technologies is important to our growth strategy and better addresses customer needs relative to our competitors, many of whom provide fewer offerings, more restrictive deployment models and less flexibility for a customer\u2019s transition to cloud-based IT environments."}
-{"_id": "ORCL20230011", "title": "ORCL Business", "text": "Our investments in, and innovation with respect to, Oracle products and services that we offer through our three businesses (cloud and license, hardware and services businesses, described further below) are another important element of our corporate strategy. In fiscal 2024, 2023 and 2022, we invested $8.9 billion, $8.6 billion and $7.2 billion, respectively, in research and development to enhance our existing portfolio of offerings and to develop new technologies and services. We have a deep understanding as to how applications and infrastructure technologies"}
-{"_id": "ORCL20230013", "title": "ORCL Index to Financial Statements", "text": "interact and function with one another, including through the use of OCI to power our Oracle Cloud SaaS applications, which we and our customers use to run internal business processes. We focus our development efforts on improving the performance, security, reliability, operation, integration and cost-effectiveness of our offerings relative to our competitors; facilitating the ease with which organizations are able to deploy, use, manage and maintain our offerings; and incorporating emerging technologies such as AI within our offerings to enable leaner business processes, automation and innovation. For example, our Oracle Autonomous Database is designed to deliver transformational infrastructure as an OCI offering that uses machine learning capabilities to automate many traditionally manual functions."}
-{"_id": "ORCL20230014", "title": "ORCL Index to Financial Statements", "text": "After an initial purchase of Oracle products and services, our customers can continue to benefit from our offerings, research and development efforts and deep IT expertise by electing to purchase and renew Oracle support offerings for their license and hardware deployments, which may include product enhancements that we periodically deliver to our products, and by renewing their Oracle Cloud Services contracts with us."}
-{"_id": "ORCL20230015", "title": "ORCL Index to Financial Statements", "text": "Our selective and active acquisition program is another important element of our corporate strategy. We believe that our acquisitions enhance the products and services that we can offer to customers, expand our customer base, provide greater scale to accelerate innovation, grow our revenues and earnings and increase stockholder value. We have invested billions of dollars over time to acquire a number of companies, products, services and technologies that add to, are complementary to, or have otherwise enhanced our existing offerings. We expect to continue to acquire companies, products, services and technologies to further our corporate strategy."}
-{"_id": "ORCL20230016", "title": "ORCL Index to Financial Statements", "text": "We have three businesses: cloud and license; hardware; and services. Each business is comprised of a single operating segment. Item 7 Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations and Note 14 of Notes to Consolidated Financial Statements, both included elsewhere in this Annual Report, provide additional information related to our businesses and operating segments."}
-{"_id": "ORCL20230017", "title": "ORCL Index to Financial Statements", "text": "Oracle Corporation was incorporated in 2005 as a Delaware corporation and is the successor to operations originally begun in June 1977."}
-{"_id": "ORCL20230019", "title": "ORCL Oracle Applications and Infrastructure Technologies", "text": "Oracle\u2019s comprehensive portfolio of applications and infrastructure technologies is designed to address an organization\u2019s IT environment needs, including business process, infrastructure and applications development requirements, among others. Oracle technologies are based upon industry standards and are designed to be enterprise-grade, reliable, scalable and secure. Oracle applications and infrastructure technologies, including database and middleware software as well as enterprise applications, virtualization, clustering, large-scale systems management and related infrastructure products and services, are the building blocks of Oracle Cloud Services, our partners\u2019 cloud services and our customers\u2019 cloud IT environments. Oracle applications and infrastructure offerings are marketed and sold through our cloud and license and hardware businesses, and are delivered through the Oracle Cloud or through other IT deployment models, including cloud-based, hybrid and on-premise deployments."}
-{"_id": "ORCL20230020", "title": "ORCL Oracle Applications and Infrastructure Technologies", "text": "We believe that our Oracle Cloud Services offerings are opportunities for us to continue to expand our cloud and license business. We believe that our customers increasingly recognize the value of access to the latest versions of Oracle cloud-based applications and infrastructure capabilities via a lower cost, rapidly deployable, flexible and interoperable services model that Oracle provisions, manages, upgrades and maintains on our customers\u2019 behalf. We believe that we can market and sell our Oracle Cloud Services offerings together to help new and existing customers migrate their extensive installed base of on-premise and cloud-based applications and infrastructure technologies to the Oracle Cloud and we believe we are in the early stages of what we expect will be a material migration of our existing Oracle customer base from on-premise applications and infrastructure products and services to the Oracle Cloud. In addition, we also believe we can market our Oracle Cloud Services offerings to a broader ecosystem of small and medium-sized businesses, non-IT lines of business purchasers, developers and partners due to the highly available, intuitive design, ease of access, low touch and low cost characteristics of the Oracle Cloud."}
-{"_id": "ORCL20230022", "title": "ORCL Oracle Applications and Infrastructure Technologies", "text": "In recent periods, customer demand for our applications and infrastructure technologies delivered through our Oracle Cloud deployment models has increased. To address customer demand and enable customer choice, we have"}
-{"_id": "ORCL20230024", "title": "ORCL Index to Financial Statements", "text": "introduced certain programs for customers to pivot their applications and infrastructure licenses and license support contracts to the Oracle Cloud for new deployments and to migrate to and expand with the Oracle Cloud for their existing workloads. The proportion of our cloud services revenues relative to our total revenues has increased and our cloud services revenues represented 37%, 32% and 25% of our total revenues during fiscal 2024, 2023 and 2022, respectively. We expect these trends to continue."}
-{"_id": "ORCL20230026", "title": "ORCL Oracle Applications Technologies", "text": "Oracle applications technologies are marketed, sold, delivered and supported through our cloud and license business. Our applications cloud services and license support revenues represented 46%, 47% and 42% of our total cloud services and license support revenues during fiscal 2024, 2023 and 2022, respectively. Oracle applications offerings include our Oracle Cloud SaaS offerings, which are available for customers as a subscription, and Oracle applications license offerings, which are available for customers to purchase for use within the Oracle Cloud and other cloud-based and on-premise IT environments, and include the option to purchase related license support. Regardless of the deployment model selected, our applications technologies are designed to reduce the risk, cost and complexity of our customers\u2019 IT infrastructures, while supporting customer choice with flexible deployment models that readily enable performance, agility, compatibility and extendibility. Our applications technologies are generally designed using industry standard architectures to manage and automate core business functions across the enterprise, as well as to help customers differentiate and innovate in those processes unique to their industries or organizations. We offer applications that are deployable to meet several business automation requirements across a broad range of industries. We also offer industry-specific applications, which provide solutions to customers in the automotive, communications, construction and engineering, consumer packaged goods, energy and water, financial services, food and beverage, government and education, healthcare, high technology, hospitality, industrial manufacturing, life sciences, media and entertainment, oil and gas, professional services, public safety, retail, travel and transportation and wholesale distribution industries, among others."}
-{"_id": "ORCL20230034", "title": "ORCL Oracle Cloud Software-as-a-Service (SaaS)", "text": "Oracle\u2019s broad spectrum of Oracle Cloud SaaS offerings provides customers a choice of software applications that are delivered via a cloud-based IT environment that we deploy, manage, upgrade and support and that customers purchase by entering into a subscription agreement with us for a stated period. Customers access Oracle Cloud SaaS offerings utilizing common web browsers via a broad spectrum of devices. Our SaaS offerings are built upon open industry standards such as SQL, Java and HTML5 for easier application accessibility, integration and development. Our SaaS offerings represent an industry leading business innovation platform leveraging OCI and include a broad suite of modular, next-generation cloud software applications spanning all core business functions, including, among others: \u2022Oracle Fusion Cloud ERP, which is designed to be a complete and integrated ERP solution to help organizations improve decision making and workforce productivity, and to optimize back-office operations by utilizing a single data and security model with a common user interface; \u2022Oracle Fusion Cloud Enterprise Performance Management (EPM), which is designed to analyze financial performance, drive accurate and agile financial plans, optimize the financial close and consolidation process, streamline account reconciliation and satisfy an organization\u2019s reporting requirements; \u2022Oracle Fusion Cloud Supply Chain and Manufacturing Management (SCM), which is designed to help organizations create, optimize and digitize their supply chains; \u2022Oracle Fusion Cloud Human Capital Management (HCM), which is designed to help organizations find, develop and retain their talent, enable collaboration, provide workforce insights, improve business process efficiency and enable users to connect to an integrated suite of HCM applications from a broad range of devices; \u2022Oracle Fusion Sales, Service and Marketing, which are modules that are designed to be complete and integrated solutions to help organizations deliver consistent and personalized customer experiences across their customer channels, touch points and interactions;"}
-{"_id": "ORCL20230037", "title": "ORCL Index to Financial Statements", "text": " \u2022NetSuite Applications Suite, which is generally marketed to small to medium-sized organizations and is designed to be a unified, cloud-based applications suite to run a company\u2019s entire business and includes financials and ERP, customer relationship management, human resources, professional services and commerce, among others; and \u2022Oracle Cerner healthcare applications, which are designed to enable medical professionals to deliver better healthcare to individual patients and communities."}
-{"_id": "ORCL20230038", "title": "ORCL Index to Financial Statements", "text": "In addition, we offer several cloud-based industry solutions to address specific customer needs within certain industries including communications, construction and engineering, education, financial services, government, healthcare, hospitality, manufacturing and retail, among others."}
-{"_id": "ORCL20230039", "title": "ORCL Index to Financial Statements", "text": "Customers, partners and other interested parties may elect to subscribe to Oracle applications and infrastructure training and certification programs through a variety of online, cloud-based learning subscriptions offered by Oracle University. Learners generally have unlimited access to course content delivered during the subscription period."}
-{"_id": "ORCL20230040", "title": "ORCL Index to Financial Statements", "text": "We believe that the comprehensiveness and breadth of our SaaS offerings as a business innovation platform differentiate us from many of our competitors that offer more limited or specialized applications. Our SaaS offerings are designed to support connected business processes in the cloud and are centered on an intuitive and conversational user experience, a responsive, open and flexible business core and a common data model. We believe Oracle Fusion Cloud ERP is a strategic suite of applications that is foundational to facilitating and extracting more business value out of the adoption of other Oracle Cloud SaaS offerings, such as Oracle Fusion Cloud HCM and Oracle Fusion Cloud EPM, as customers realize the value of a common data model that spans across core business applications. We believe our SaaS offerings together remove business boundaries between front- and back-office activities. Our SaaS offerings are designed to deliver a secure data isolation architecture and flexible upgrades; self-service access controls for users; a Service-Oriented Architecture; built-in social, mobile and business insight capabilities (analytics); and a high performance, high availability infrastructure based on OCI. These SaaS capabilities are designed to simplify customer IT environments, reduce time to implement and upgrade, enable agility, reduce risk, provide an intuitive user experience for casual and experienced users and enable customers to focus resources on business growth opportunities. Our SaaS offerings are also designed to natively incorporate advanced technologies such as AI, Internet-of-Things (IoT), machine learning, blockchain, digital assistants and advances in the \u201chuman interface\u201d and how users interact with Oracle Cloud SaaS offerings within a business context or to augment human capabilities to enhance productivity."}
-{"_id": "ORCL20230042", "title": "ORCL Oracle Applications Licenses", "text": "Customers have the ability to license Oracle Applications, including Oracle E-Business Suite, PeopleSoft, JD Edwards and Siebel applications, among others, for use within the Oracle Cloud or within their own cloud-based or on-premise IT environments. These licensed applications are designed to manage and automate core business functions across the enterprise, including HCM, ERP, EPM, SCM, Customer Experience and industry-specific applications, as described above, among others."}
-{"_id": "ORCL20230045", "title": "ORCL Oracle License Support", "text": "Oracle license support offerings are marketed and sold as a part of our cloud and license business. We provide customers the option to purchase license support contracts in connection with the purchase of Oracle Applications licenses. Substantially all of our customers opt to purchase license support contracts when they purchase Oracle applications and infrastructure licenses to run within the Oracle Cloud or other cloud-based and on-premise IT environments. We believe our license support offerings protect and enhance our customers\u2019 investments in Oracle applications and infrastructure technologies because they provide proactive and personalized support services (including Oracle Lifetime Support) and unspecified license enhancements and upgrades during the term of the support period. Substantially all license support customers renew their support contracts with us upon expiration in order to continue to benefit from technical support services and the periodic issuance of unspecified updates and enhancements, which current license support customers are entitled to receive. Our license support contracts are"}
-{"_id": "ORCL20230047", "title": "ORCL Index to Financial Statements", "text": "generally priced as a percentage of the net fees paid by the customer to purchase the license, are typically one year in duration and are generally billed to the customer annually in advance."}
-{"_id": "ORCL20230049", "title": "ORCL Oracle Infrastructure Technologies", "text": "Oracle infrastructure technologies are marketed, sold and delivered through our cloud and license business and through our hardware business. Our infrastructure technologies are designed to be flexible, cost-effective, standards-based, secure and highly-performant to facilitate the development, deployment, integration, management and extension across an organization\u2019s cloud-based, on-premise and hybrid IT environments."}
-{"_id": "ORCL20230050", "title": "ORCL Oracle Infrastructure Technologies", "text": "Our cloud and license business\u2019 infrastructure technologies include the Oracle Database and MySQL Database, the world\u2019s most popular database management systems; Java, the computer industry\u2019s most widely-used language by professional software developers; and middleware, including development tools, among others. These infrastructure technologies are available through a subscription to our OCI offerings or through the purchase of a license and related license support, at the customer\u2019s option, to run within the Oracle Cloud as a part of a customer\u2019s cloud based, on-premise or other IT environments. Our OCI offerings also include cloud-based compute, storage and networking capabilities, application development and cloud native services, among others, and new and innovative services such as AI Infrastructure offerings and emerging technologies such as generative AI, IoT and blockchain."}
-{"_id": "ORCL20230051", "title": "ORCL Oracle Infrastructure Technologies", "text": "Our hardware business\u2019 infrastructure technologies consist of hardware products and certain unique hardware-related software offerings, including Oracle Engineered Systems, enterprise servers, storage solutions, industry-specific hardware, virtualization software, operating systems, management software and related hardware support services. Our customers use Oracle hardware products and related offerings in their cloud-based, on-premise or hybrid environments to run their internal business operations and to deliver products and services to their customers."}
-{"_id": "ORCL20230052", "title": "ORCL Oracle Infrastructure Technologies", "text": "We design our infrastructure technologies to work in our customers\u2019 on-premise IT environments that may include other Oracle or non-Oracle hardware or software components. Our flexible and open approach also provides Oracle customers with a choice as to how they can utilize and deploy Oracle infrastructure technologies: through the use of Oracle Cloud offerings; on-premise in our customers\u2019 data centers; or a hybrid combination of these two deployment models, such as in the Oracle Exadata Cloud@Customer deployment models (described further below). We focus on the operation and integration of Oracle infrastructure technologies to make them easier to deploy, extend, interconnect, manage and maintain for our customers and to improve computing performance relative to our competitors\u2019 offerings. For example, the Oracle Exadata Database Machine integrates multiple Oracle technology components to work together to deliver improved performance, availability, scalability, security and operational efficiency of Oracle Database workloads relative to our competitors\u2019 products."}
-{"_id": "ORCL20230054", "title": "ORCL Oracle Infrastructure Technologies \u2013 Cloud and License Business Offerings", "text": "Oracle infrastructure technologies are marketed, sold and delivered through our cloud and license business. Our infrastructure cloud services and license support revenues represented 54%, 53% and 58% of our total cloud services and license support revenues during fiscal 2024, 2023 and 2022, respectively."}
-{"_id": "ORCL20230057", "title": "ORCL Oracle Cloud Infrastructure (OCI)", "text": "OCI offerings are based upon Oracle\u2019s Next-Generation Cloud Infrastructure and are designed to deliver our infrastructure technologies, including compute, storage and networking services, as a service. OCI offerings include our Oracle Autonomous Database offerings, among others, that Oracle runs, manages, upgrades and supports on behalf of the customer. We typically charge a prepaid fee that is decremented as the OCI services are consumed by the customer over a stated time period. By utilizing OCI, customers can leverage the Oracle Cloud for enterprise-grade, high performance, scalable, cost-effective and secure infrastructure technologies that are designed to be rapidly deployable and provide real-time elasticity while reducing the amount of time and resources normally consumed by IT processes within on-premise environments. OCI is designed to be differentiated from other cloud vendors to provide better security by separating cloud control code computers from customer compute nodes. Customers use OCI to build and operate new applications ranging from low-code to AI powered cloud-native"}
-{"_id": "ORCL20230059", "title": "ORCL Index to Financial Statements", "text": "applications, to run new workloads and to move their existing Oracle or non-Oracle workloads to the Oracle Cloud from their on-premise data centers or other cloud-based IT environments, among other uses. We continue to invest in OCI to improve features and performance; to expand the catalog of cloud-based infrastructure tools and services that we provide; to increase the capacity and geographic footprint to deliver these services; to simplify the processes for migrating workloads to the Oracle Cloud; and to provide customers with the ability to run workloads across different IT environments, the Oracle Cloud as well as other third-party clouds in both hybrid and multicloud deployment models."}
-{"_id": "ORCL20230060", "title": "ORCL Index to Financial Statements", "text": "Oracle customers and partners utilize OCI offerings for platform-related services that are based upon the Oracle Database, Java and Oracle Middleware, including open source and other tools for a variety of use cases across data management (including the use of Oracle Autonomous Database and MySQL HeatWave), applications development, integration, content management, analytics, IT management and governance, security and rapidly emerging technologies such as machine learning. OCI AI offerings are designed to be embedded into customer applications for a variety of predictive use cases, including, among others, the servicing of machine parts that are at risk of failing, using generative AI for fault detection on an assembly line, the stocking of retailer store shelves, credit fraud detection and financial modeling to stay within a business\u2019 forecasts."}
-{"_id": "ORCL20230061", "title": "ORCL Index to Financial Statements", "text": "Oracle customers and partners also utilize OCI offerings for highly scalable, available and secure compute, storage and networking services. OCI compute services range from virtual machines to graphics processing unit-based offerings to bare metal servers and include options for high I/O workloads and high performance computing. OCI storage offerings include block, file, object and archive storage services. In addition, our OCI offerings include networking, connectivity and edge services that help connect customers\u2019 data centers and third-party clouds, such as Microsoft Azure, with our OCI services for the creation of distributed and multicloud architectures."}
-{"_id": "ORCL20230068", "title": "ORCL Index to Financial Statements", "text": "In addition to the full suite of OCI offerings delivered by Oracle public cloud regions across the globe and by our multicloud partnerships, we provide our customers with flexibility by offering certain OCI services within a customer\u2019s own data center, such as: \u2022Oracle Exadata Cloud@Customer, which is designed to enable customers to run Oracle Autonomous Database and Oracle Database securely in their own data centers behind their firewalls while having the services managed by Oracle; \u2022OCI Dedicated Region, which is designed to enable customers to bring a self-contained OCI instance into their data centers while accessing a substantial portfolio of OCI and Oracle Cloud SaaS offerings; \u2022OCI Sovereign Cloud, which is designed to enable customers to utilize OCI services while addressing customer latency requirements and addressing restrictions imposed upon customers that operate in certain regulated industries, entities or jurisdictions. This capability now also allows us to offer sovereign AI to customers who want the latest in AI innovations while operating within their regulatory environments; \u2022Oracle Alloy, which is engineered to enable partners to control the commercial and customer experience to address their specific market needs for cloud services; and \u2022Oracle Roving Edge Infrastructure, which is designed to enable customers to access cloud computing and storage services at the edge of networks and in generally disconnected locations in order to accelerate deployment of cloud workloads outside of the data center."}
-{"_id": "ORCL20230071", "title": "ORCL Oracle Autonomous Database", "text": "Oracle Autonomous Database is designed to deliver performance and scale for enterprise database workloads with automated database operations and policy- and machine learning-driven optimization by combining certain Oracle infrastructure technologies, including the Oracle Database, OCI, Oracle Exadata, and native machine learning capabilities, among others. Oracle Autonomous Database is designed to be self-driving, automating routine database administration tasks, including maintenance, tuning, patching, scaling, security and backup. Oracle Autonomous Database is engineered to lower labor costs and reduce human error while using machine learning-driven diagnostics for fault prediction and error handling and is also engineered to provide automatic threat detection and remediation. Oracle Autonomous Database is designed to enable on-demand, automatic scaling of database resources combined with consumption-based pricing in order to help organizations lower costs by paying only for resources used. The integration of Oracle Autonomous Database with other Oracle Cloud services, such as Java Cloud and the Oracle APEX low-code service, along with open interfaces and integrations, is designed to provide developers with a modern, open platform to develop new and innovative cloud native applications."}
-{"_id": "ORCL20230075", "title": "ORCL Oracle Autonomous Database", "text": "For analytics workloads, Oracle Autonomous Database is designed to provide customers with easy-to-use analytics tools and machine learning capabilities that are accelerated using Oracle Exadata\u2019s scale-out infrastructure and work with Oracle Analytics Cloud and third-party analytics tools. We believe Oracle Autonomous Database\u2019s built-in developer capabilities and automation will enable organizations to: \u2022quickly deploy new data marts and data warehouses; \u2022move existing ones to the cloud; and \u2022create data lake houses."}
-{"_id": "ORCL20230076", "title": "ORCL Oracle Autonomous Database", "text": "All of these capabilities are designed to enable organizations to gain new insights into customer behavior, more accurately anticipate future demand, align workforce deployment with business activity forecasts and accelerate the pace of operations, among other benefits. For transaction processing workloads, Oracle Autonomous Database is designed to enable organizations to safely run a mix of high-performance transactions of ranging complexity. It is also designed to enable organizations to efficiently support dynamic workloads, conduct real-time analysis of transactional data and lower administration costs. Oracle Autonomous Database is available on OCI for shared or dedicated deployments and on-premise with Oracle Exadata Cloud@Customer and OCI Dedicated Region."}
-{"_id": "ORCL20230078", "title": "ORCL Oracle MySQL HeatWave", "text": "In addition to the Oracle Database on OCI and Oracle Autonomous Database, we offer a portfolio of specialized databases to address specific customer requirements, including MySQL, the world\u2019s most popular open source database, as a cloud service with Oracle MySQL HeatWave, as an on-premise offering or on other public cloud services. Oracle MySQL HeatWave combines transactions, real-time analytics, machine learning and generative AI in one managed cloud service."}
-{"_id": "ORCL20230081", "title": "ORCL Oracle Database Licenses", "text": "Oracle Database is the world\u2019s most popular enterprise database and is designed to enable reliable and secure storage, retrieval and manipulation of all forms of data. Oracle Database is licensed throughout the world by businesses and organizations of all sizes for a multitude of purposes, including, among others, for use within the Oracle Cloud to deliver our SaaS and OCI offerings; for use as a cloud license by a number of cloud-based vendors as a component of their respective cloud offerings; for packaged and custom applications for transaction processing; and for data warehousing and business intelligence. Oracle Database may be deployed in various IT environments, including Oracle Cloud, Oracle Exadata Cloud@Customer and OCI Dedicated Region environments, other cloud-based IT environments and on-premise data centers, among others. Oracle Database Enterprise Edition is available with a number of optional add-on products to address specific customer requirements. As described above, customers may elect to purchase license support for Oracle Database licenses. We also offer Oracle Database as a cloud service, such as with Oracle Exadata Database Service and Oracle Base Database Service."}
-{"_id": "ORCL20230084", "title": "ORCL Oracle Middleware Licenses", "text": "We license our Oracle Middleware, which is a broad family of integrated application infrastructure software, for use in the Oracle Cloud, other cloud-based environments, on-premise data centers and related IT environments. Oracle Middleware is designed to enable customers to design and integrate Oracle and non-Oracle business applications, automate business processes, scale applications to meet customer demand, simplify security and compliance, manage lifecycles of documents and get actionable, targeted business intelligence. Built with Oracle\u2019s Java technology platform, Oracle Middleware products are designed to be a foundation for custom, packaged and composite applications, thereby simplifying and reducing time-to-deployment. Oracle Middleware is designed to protect customers\u2019 IT investments and work with both Oracle and non-Oracle databases, middleware and applications software through an open architecture and adherence to industry standards. In addition, Oracle Middleware supports multiple development languages and tools, which enables developers to flexibly build once and deploy applications globally across websites, portals and cloud-based applications utilizing a variety of IT environments."}
-{"_id": "ORCL20230085", "title": "ORCL Oracle Middleware Licenses", "text": "Among our other middleware license offerings, we license development tools, such as Oracle WebLogic Server for Java application development, and Oracle Identity Manager, which automates user identity provisioning and allows enterprises to manage the end-to-end lifecycle of user identities across all enterprise resources. Organizations may elect to purchase license support, as described above, for Oracle Middleware licenses. We also offer certain of our middleware capabilities as a part of our OCI offerings."}
-{"_id": "ORCL20230087", "title": "ORCL Java Licenses", "text": "Java is the world\u2019s most popular programming language among professional developers and is used to deliver cloud development and deployment services, microservices, analytics, data management, blockchain, security and continuous integration tools for numerous platforms and technologies, including websites, enterprise and consumer applications, embedded devices and large-scale systems. Java is designed to enable developers to write software on a single platform and run it on many other different platforms, independent of operating system and hardware architecture. Java has been adopted by both independent software vendors (ISVs) that have built their products using Java and by enterprise organizations building custom applications or consuming Java-based ISV products. Oracle is the steward of the Java platform and ecosystem. Customers generally purchase Java offerings through subscriptions that include licenses and support services. Oracle\u2019s Java offerings are used by customers to support their Java deployments and to stay current with the latest security updates and other technology innovations."}
-{"_id": "ORCL20230089", "title": "ORCL Oracle Infrastructure Technologies \u2013 Hardware Business Offerings", "text": "Oracle infrastructure technologies are also marketed, sold and delivered through our hardware business, including a broad selection of hardware products and related hardware support services to power cloud-based and on-premise IT environments."}
-{"_id": "ORCL20230092", "title": "ORCL Oracle Engineered Systems", "text": "Oracle Engineered Systems are core to our cloud-based and on-premise data center infrastructure offerings. Oracle Engineered Systems are pre-built products, combining multiple unique Oracle technology components, including database, storage, operating system and management software with server, storage, networking hardware and other technologies. Oracle Engineered Systems are designed to deliver improved performance, scalability, availability, security and operational efficiency relative to our competitors\u2019 products; to be upgraded effectively and efficiently in a non-disruptive manner; and to simplify maintenance cycles and improve security by providing a single solution for patching. For example, Oracle Exadata Database Machine is an integrated platform that is optimized for achieving higher performance, scalability and availability at a lower cost by combining Oracle Database, storage and operating system software with Oracle server, storage and networking hardware. We offer some of our Oracle Engineered Systems, including the Oracle Exadata Database Machine, among others, through flexible deployment options, including on-premise, as a cloud offering in OCI, and as a hybrid cloud offering in customer data centers."}
-{"_id": "ORCL20230095", "title": "ORCL Oracle Servers", "text": "We offer a wide range of Oracle server products that are designed for mission-critical enterprise environments and that are key components of our Oracle Engineered Systems and Oracle Cloud offerings. We have two families of server products: those based on the Oracle SPARC microprocessor, which are designed to be differentiated by their reliability, security and scalability, specifically for UNIX environments; and those using x86 microprocessors. By offering a range of server sizes and microprocessors, customers have the flexibility to choose the types of servers that they believe will be most appropriate and valuable for their IT environments."}
-{"_id": "ORCL20230097", "title": "ORCL Oracle Storage", "text": "Oracle storage products are engineered for cloud, on-premise and hybrid IT environments and designed to securely archive, back up, manage and protect customers\u2019 mission-critical data assets. Oracle storage products combine flash, disk, tape and server technologies with optimized software and unique integrations with the Oracle Database offering greater performance and efficiency and lower total cost relative to our competitors\u2019 storage products. Certain of our storage products provide integration with Oracle Cloud Services for backup and archiving."}
-{"_id": "ORCL20230099", "title": "ORCL Oracle Industry-Specific Hardware Offerings", "text": "We offer hardware products and services designed for certain specific industries, including, among others, our point-of-sale terminals and related hardware that are designed for managing businesses within the food and beverage, hospitality and retail industries; hardware products for the healthcare industry; and hardware products and services for communications networks, including network signaling, routing and policy control and subscriber data management solutions for 5G technology."}
-{"_id": "ORCL20230101", "title": "ORCL Oracle Operating Systems, Virtualization, Management and Other Hardware-Related Software", "text": "We offer a portfolio of operating systems, including Oracle Linux and Oracle Solaris, virtualization software and other hardware-related software. We also offer a range of management technologies and products, including Oracle Enterprise Manager and the Oracle Cloud Observability and Management platform, designed to help customers efficiently operate complex IT environments, including both end users\u2019 and service providers\u2019 cloud environments."}
-{"_id": "ORCL20230103", "title": "ORCL Oracle Hardware Support", "text": "Oracle hardware support offerings provide customers with unspecified software updates for software components that are essential to the functionality of our hardware products such as for Oracle operating systems and firmware. These offerings can also include product repairs, maintenance services and technical support services. We continue to evolve hardware support processes that are intended to proactively identify and solve quality issues. Hardware support contracts are generally priced as a percentage of net hardware products fees."}
-{"_id": "ORCL20230108", "title": "ORCL Oracle Services", "text": "We offer services to help customers and partners maximize the performance of their investments in Oracle applications and infrastructure technologies. We believe that our services are differentiated based on our expertise in Oracle technologies, extensive experience and broad sets of intellectual property and best practices. Our services offerings substantially include, among others: \u2022consulting services, which are designed to help our customers and global system integrator partners more successfully architect and deploy our cloud and license offerings, including IT strategy alignment, enterprise architecture planning and design, implementation, integration, application development, security assessments and ongoing software enhancements and upgrades. We utilize a global, blended delivery model to optimize value for our customers and partners, which involves the use of consultants from local geographies, industry specialists and consultants from our global delivery and solution centers; and \u2022advanced customer services, which are support services provided by Oracle to a customer to enable increased performance and higher availability of a customer\u2019s Oracle products and services."}
-{"_id": "ORCL20230111", "title": "ORCL Oracle Cloud Operations", "text": "Oracle Cloud Operations deliver our Oracle Cloud Services to customers through a secure, reliable, scalable, enterprise grade cloud infrastructure platform managed by Oracle employees within a global network of data centers, which we refer to as the Oracle Cloud. The Oracle Cloud enables secure and isolated cloud-based instances for each of our customers to access the functionality of Oracle Cloud Services via a broad spectrum of devices. Oracle Cloud Operations leverage automated software tools to enable the rapid delivery of the latest cloud technology capabilities to the Oracle Cloud as they become available and provide Oracle customers access to the latest Oracle releases. We have invested in the rapid expansion of the Oracle Cloud by increasing existing data center capacity and adding data centers in new geographic locations to meet current and expected customer demand. We expect this trend will continue."}
-{"_id": "ORCL20230113", "title": "ORCL Manufacturing", "text": "We rely on third-party manufacturing partners to produce most of our hardware products that we market and sell to customers and utilize internally to deliver Oracle Cloud Services, and we distribute most of our hardware products from these partners\u2019 facilities. Our manufacturing processes are substantially based on standardization of components across product types and centralization of assembly and distribution centers. Production of our hardware products requires that we purchase materials, supplies, product subassemblies and full assemblies from a number of suppliers. For most of our hardware products, we have existing alternative sources of supply or such sources are readily available. However, we do rely on sole sources for certain hardware components. We monitor and evaluate potential risks of disruption within our supply chain operations. Refer to Risk Factors included in Item 1A within this Annual Report for additional discussion of the challenges we encounter with respect to the sources and availability of supplies for our hardware products and the related risks to our businesses."}
-{"_id": "ORCL20230115", "title": "ORCL Sales and Marketing", "text": "We directly market and sell our cloud, license, hardware, support and services offerings globally to businesses of many sizes and in many industries, government agencies and educational institutions. We also market and sell our offerings globally through indirect channels."}
-{"_id": "ORCL20230116", "title": "ORCL Sales and Marketing", "text": "In the United States (U.S.), our sales and services employees are based throughout the country. Outside the U.S., our international subsidiaries sell, support and service our offerings in their local countries as well as within other foreign countries where we do not operate through a direct sales subsidiary. Our geographic coverage allows us to draw on business and technical expertise from a global workforce, provides stability to our operations and revenue streams to offset geography-specific economic trends and offers us an opportunity to take advantage of new markets for our offerings. Our international operations subject us to certain risks, which are more fully described in Risk Factors included in Item 1A of this Annual Report. A summary of our domestic and international revenues and long-lived assets is set forth in Note 14 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report."}
-{"_id": "ORCL20230117", "title": "ORCL Sales and Marketing", "text": "We also market our product offerings worldwide through indirect channels. The companies that comprise our indirect channel network are members of the Oracle Partner Network. The Oracle Partner Network is a global program that manages our business relationships with a large, broad-based network of companies, including cloud and license, hardware and services suppliers, system integrators and resellers that deliver innovative solutions and services based upon and in conjunction with our product offerings. By offering our partners access to our product offerings, educational information, technical services, marketing and sales support, the Oracle Partner Network program extends our market reach by providing our partners with the resources they need to be successful in delivering solutions to customers globally."}
-{"_id": "ORCL20230120", "title": "ORCL Research and Development", "text": "We develop the substantial majority of our products and services offerings internally utilizing the skills and diversity of a global workforce. In addition, we have extended our products and services offerings and intellectual property through acquisitions of businesses and technologies. We also purchase or license intellectual property rights in certain circumstances. Internal development allows us to maintain technical control over the design and"}
-{"_id": "ORCL20230122", "title": "ORCL Index to Financial Statements", "text": "development of our products. We have a number of U.S. and foreign patents and pending applications that relate to various aspects of our products and technology. However, although we believe that our patents have value, neither our business as a whole nor any of our principal businesses are materially dependent on a single patent. Rapid technological advances in cloud, software and hardware development, evolving standards in computer hardware and software technology, changing customer needs and frequent new product introductions, offerings and enhancements characterize the markets in which we compete. We plan to continue to dedicate a significant amount of resources to research and development efforts to maintain and improve our current products and services offerings."}
-{"_id": "ORCL20230124", "title": "ORCL Human Capital Resources", "text": "At Oracle, our success is driven by the quality of our people, who we believe are among the best and brightest in the industry. We strive to attract and retain talented employees, to support employee success and well-being and to foster a culture where everyone has a voice in driving innovation. Our Board of Directors oversees culture and inclusion (C&I) matters and the Compensation Committee of our Board of Directors (the Compensation Committee) is responsible for reviewing and monitoring matters related to human capital management, including talent acquisition and retention."}
-{"_id": "ORCL20230129", "title": "ORCL Workforce", "text": "As of May 31, 2024, we employed approximately 159,000 full-time employees, of which approximately 58,000 were employed in the U.S. and approximately 101,000 were employed internationally. Our approximate employee counts by lines of business are: 28,000##Cloud services and license support operations##37,000##Services 32,000##Sales and marketing##47,000##Research and development 3,000##Hardware##12,000##General and administrative"}
-{"_id": "ORCL20230130", "title": "ORCL Workforce", "text": "The average tenure of our employees is approximately eight years and 29% of our employees have been employed with Oracle for ten or more years."}
-{"_id": "ORCL20230131", "title": "ORCL Workforce", "text": "None of our employees in the U.S. are represented by labor unions; however, in certain foreign subsidiaries, labor unions or workers\u2019 councils represent some of our employees."}
-{"_id": "ORCL20230136", "title": "ORCL Culture and Inclusion", "text": "We believe that C&I powers innovation. By promoting an inclusive culture that values acceptance and belonging and provides opportunities for all, we seek to enable and inspire our workforce to help our customers solve hard problems. Our focus on C&I is reflected throughout our organization, starting at the highest level. Our Chief Executive Officer is a woman and forty percent of the members of our Board of Directors are women and/or come from a diverse background. We endeavor to hire employees from a broad pool of talent with diverse backgrounds, experiences, perspectives and abilities, and we believe Oracle\u2019s leaders serve as role models for the inclusive culture in our workforce. We strive to enable our employees to further their careers, build their networks and foster the skills needed to succeed at Oracle, including through participation in our Employee Resource Groups, which offer employees opportunities to engage in mentor relationships that further develop inclusive leaders and employees at Oracle. We seek to continuously build on our inclusive hiring strategies, tracking our progress and holding ourselves accountable for greater diverse representation at Oracle. Our programs are supported by Oracle leaders across the globe with strategic sponsorship from Oracle\u2019s Inclusive Leadership Council, which is led by Safra Catz, our Chief Executive Officer, and extend through the actions we are taking globally on Oracle\u2019s five C&I Imperatives: \u2022Data and Talent Analytics: leveraging data, global insights, programs and systems that drive inclusive experiences; \u2022Multi-Generation: ensuring intentional and unbiased investment in talent;"}
-{"_id": "ORCL20230140", "title": "ORCL Index to Financial Statements", "text": " \u2022Culture: increasing a sense of belonging and acceptance that will attract talent from many backgrounds and inspire retention; \u2022Engagement: championing a growth mindset both globally and locally by leveraging an inclusive range of perspectives and voices; and \u2022Inclusive Hiring: expanding our inclusive hiring practices to promote equitable representation across the globe."}
-{"_id": "ORCL20230141", "title": "ORCL Index to Financial Statements", "text": "In addition to global, regional and local programs, Oracle Human Resources partners with business leaders to create and implement C&I plans to embed targeted strategies into organizations across Oracle. Employee satisfaction on the importance of C&I at Oracle and their managers\u2019 leveraging a range of diverse perspectives and voices ranks high in our employee engagement surveys."}
-{"_id": "ORCL20230142", "title": "ORCL Index to Financial Statements", "text": "We are proud to be recognized for our ongoing progress and commitment to C&I. Examples of recognition received include being named one of the World\u2019s Best Employers and World\u2019s Top Companies for Women by Forbes in 2023 and one of America\u2019s Best Employers For Diversity by Forbes in 2024; a Best Place to Work by the Disability Equality Index in 2023 for the sixth consecutive year; a 2023/2024 Best Place to Work for LGBTQ+ Equality by the Human Rights Campaign; a 2024 5-Star Employer by VETS Indexes; one of the Top 50 Workplaces for Indigenous STEM Professionals by American Indian Science and Engineering Society in 2024; and a 2023 Top Supporter of Historically Black College and University Engineering Schools by Career Communications Group."}
-{"_id": "ORCL20230144", "title": "ORCL Employee Experience", "text": "Oracle strives to deliver a great employee experience, anchored by meaningful work, career opportunities and well-being to continue to attract and retain high quality talent. We support employee well-being from multiple dimensions, including economic, health, development and lifestyle with a comprehensive suite of compensation, benefits and learning and development."}
-{"_id": "ORCL20230146", "title": "ORCL Opportunities to Learn and Grow", "text": "We believe that one of the primary reasons candidates join Oracle is for the opportunity to develop their careers. We have programs and resources to help our employees explore, build and achieve their career goals. We promote regular career conversations between leaders and employees. These are separate from performance feedback conversations and are focused on helping employees identify and take steps to grow their careers. Our Talent Review process, which runs on Oracle Fusion Cloud HCM, provides the mechanism for leaders to review and discuss opportunities and action plans to develop employees. 32% of our open non-entry level positions were filled internally in fiscal 2024, providing growth opportunities and retaining critical knowledge and talent."}
-{"_id": "ORCL20230147", "title": "ORCL Opportunities to Learn and Grow", "text": "We believe that helping our employees learn and apply new skills is key to retaining them and critical to our ability to innovate and rapidly evolve. We support employees with easily accessible learning resources to help build skills for today and the future. We believe that Oracle Learning enables us to improve our employees\u2019 learning experience and better measure learning consumption. Oracle employees received more than five million hours of training in fiscal 2024 and accessed online learning content at an average rate of approximately two million views per month. Our employees take advantage of instructor-led classes, virtual library content and online learning resources on sales, business, products, market/industry, leadership, technical skills and compliance, as well as well-being and personal development related topics."}
-{"_id": "ORCL20230150", "title": "ORCL Leaders Who Listen", "text": "We believe that an important aspect of creating a culture and environment that supports employee, customer and business success is listening to employee feedback. We share the results of our annual employee engagement survey with leaders who receive direct observations from employees about areas critical to Oracle\u2019s strategic priorities, including the employee and customer experience. The results of the survey are also discussed with our Board of Directors and committees thereof. In fiscal 2024, 81% of our employees participated in the annual survey. Leaders listen to employees, evaluate feedback and prioritize actions to enhance employee, business and customer success."}
-{"_id": "ORCL20230153", "title": "ORCL Making a Difference", "text": "Each year, through our volunteering and giving programs, Oracle employees donate tens of thousands of volunteer hours and millions of dollars (matched by Oracle) to a wide variety of causes. Oracle and our employees also rise to the occasion in times of crisis."}
-{"_id": "ORCL20230154", "title": "ORCL Making a Difference", "text": "During fiscal 2024, Oracle donated tens of millions of dollars to advance education, protect the natural world and wildlife, strengthen communities and promote health. Among our recent commitments is a $1 million multi-year grant to The National Museum of African American History and Culture, a Smithsonian Institution museum located in Washington, D.C. In fiscal 2024, Oracle approved the donation of technology and consulting services valued at $350,000 to advance the mission of the Military Family Advisory Network."}
-{"_id": "ORCL20230155", "title": "ORCL Making a Difference", "text": "Oracle is committed to being at the forefront of positive social impact through initiatives focused on education, the environment, community and health. Our philanthropic education initiatives, Oracle Academy and the Oracle Education Foundation, help students develop the skills they need to become technology innovators and leaders. Oracle also hosts Design Tech High School, a public charter school, at our Redwood Shores, California campus. Through our nonprofit organization, Oracle Health Foundation, we deliver pediatric grants and school-based wellness programs to create healthier tomorrows and stronger communities."}
-{"_id": "ORCL20230157", "title": "ORCL Seasonality and Cyclicality", "text": "Our quarterly revenues have historically been affected by a variety of seasonal factors, including the structure of our sales force incentive compensation plans, which are common in the IT industry. In each fiscal year, our total revenues and operating margins are typically highest in our fourth fiscal quarter and lowest in our first fiscal quarter. See \u201cCloud and License Business\u201d in Item 7 of this Annual Report for more information regarding the seasonality and cyclicality of the revenues, expenses and margins of our cloud and license business, which is our largest business."}
-{"_id": "ORCL20230159", "title": "ORCL Competition", "text": "We face intense competition in all aspects of our business. The nature of the IT industry creates a competitive landscape that is constantly evolving as firms emerge, expand or are acquired, as technology evolves and as customer demands and competitive pressures otherwise change."}
-{"_id": "ORCL20230160", "title": "ORCL Competition", "text": "Our customers are demanding less complexity and lower total cost in the implementation, sourcing, integration and ongoing maintenance of their IT environments. Our enterprise cloud, license and hardware offerings compete directly with certain offerings from some of the largest and most competitive companies in the world, including Adobe Systems Incorporated, Alphabet Inc., Amazon.com, Inc., Cisco Systems, Inc., Intel Corporation, International Business Machines Corporation, Microsoft Corporation, Salesforce, Inc. and SAP SE, as well as other companies like Hewlett-Packard Enterprise and Workday, Inc. In addition, due to the low barriers to entry in many of our market segments, new technologies and new and growing competitors frequently emerge to challenge our offerings. Our competitors range from companies offering broad IT solutions across many of our lines of business to vendors providing point solutions, or offerings focused on a specific functionality, product area or industry. In addition, as we expand into new market segments, we face increased competition as we compete with existing competitors, as well as firms that may be partners in other areas of our business and other firms with whom we have not previously competed. For example, following our acquisition of Cerner Corporation (Cerner), we also face competition from large healthcare IT providers such as Allscripts Healthcare Solutions, Inc., Arcadia Solutions, athenahealth, Inc., Epic Systems Corporation and InterSystems Corporation, among others. Moreover, we or our competitors may take certain strategic actions\u2014including acquisitions, partnerships and joint ventures or repositioning of product lines\u2014which invite even greater competition in one or more product offering categories."}
-{"_id": "ORCL20230173", "title": "ORCL Competition", "text": "Key competitive factors in each of the segments in which we currently compete and may compete in the future include: total cost of ownership, performance, scalability, reliability, security, functionality, efficiency, ease of use, speed to production and quality of technical support. Our products and services sales and the relative strength of our products and services versus those of our competitors are also directly and indirectly affected by the following, among other factors: Index to Financial Statements \u2022market adoption of cloud-based IT offerings, including SaaS and cloud infrastructure offerings; \u2022the ease of deployment, use, transacting for and maintenance of our products and services offerings; \u2022compatibility between Oracle products and services deployed within local IT environments and public cloud IT environments, including our Oracle Cloud environments; \u2022the adoption of commodity servers and microprocessors; \u2022the broader \u201cplatform\u201d competition between our industry standard Java technology platform and the .NET programming environment of Microsoft; \u2022operating system competition among our Oracle Solaris and Linux operating systems, with alternatives including Microsoft\u2019s Windows Server and other UNIX and Linux operating systems; \u2022the adoption of open source alternatives to commercial software by enterprise software customers; \u2022products, features and functionality developed internally by customers and their IT staff; \u2022products, features and functionality customized and implemented for customers by consultants, systems integrators or other third parties; and \u2022the attractiveness of offerings from business processing outsourcers."}
-{"_id": "ORCL20230174", "title": "ORCL Competition", "text": "For more information about the competitive risks we face, refer to Item 1A Risk Factors included elsewhere in this Annual Report."}
-{"_id": "ORCL20230176", "title": "ORCL Governmental Regulation", "text": "We operate globally and are subject to numerous U.S. federal, state and foreign laws and regulations covering a wide variety of subject matters. For information about governmental regulations applicable to our business, refer to Item 1A Risk Factors included elsewhere in this Annual Report."}
-{"_id": "ORCL20230178", "title": "ORCL Available Information", "text": "Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed pursuant to Sections 13(a) and 15(d) of the Exchange Act are available, free of charge, on the SEC website at www.sec.gov and our Investor Relations website at www.oracle.com/investor as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. We use our Investor Relations website as a means of disclosing material non-public information. Accordingly, investors should monitor our Investor Relations website, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, information regarding our environmental policy and global sustainability initiatives and solutions are also available on our website at www.oracle.com/social-impact. The information posted on or accessible through our website is not incorporated into this Annual Report. The references to our websites are intended to be inactive textual references only."}
-{"_id": "ORCL20230187", "title": "ORCL Information About Our Executive Officers", "text": "Our executive officers are listed below: Name##Office(s) Lawrence J. Ellison##Chairman of the Board of Directors and Chief Technology Officer Safra A. Catz##Chief Executive Officer and Director Jeffrey O. Henley##Vice Chairman of the Board of Directors Edward Screven##Executive Vice President, Chief Corporate Architect Stuart Levey##Executive Vice President, Chief Legal Officer Maria Smith##Executive Vice President, Chief Accounting Officer"}
-{"_id": "ORCL20230189", "title": "ORCL Information About Our Executive Officers", "text": "Mr. Ellison, 79, has been our Chairman of the Board of Directors and Chief Technology Officer since September 2014. He served as our Chief Executive Officer from June 1977, when he founded Oracle, until September 2014. He has"}
-{"_id": "ORCL20230191", "title": "ORCL Index to Financial Statements", "text": "served as a Director since June 1977. He previously served as our Chairman of the Board of Directors from May 1995 to January 2004."}
-{"_id": "ORCL20230192", "title": "ORCL Index to Financial Statements", "text": "Ms. Catz, 62, has been our Chief Executive Officer since September 2014. She served as our President from January 2004 to September 2014, our Chief Financial Officer most recently from April 2011 until September 2014 and a Director since October 2001. She was previously our Chief Financial Officer from November 2005 until September 2008 and our Interim Chief Financial Officer from April 2005 until July 2005. Prior to being named our President, she held various other positions with us since joining Oracle in 1999. She currently serves as a director of The Walt Disney Company."}
-{"_id": "ORCL20230193", "title": "ORCL Index to Financial Statements", "text": "Mr. Henley, 79, has served as our Vice Chairman of the Board of Directors since September 2014. He previously served as our Chairman of the Board of Directors from January 2004 to September 2014 and has served as a Director since June 1995. He served as our Executive Vice President and Chief Financial Officer from March 1991 to July 2004."}
-{"_id": "ORCL20230194", "title": "ORCL Index to Financial Statements", "text": "Mr. Screven, 59, has been our Executive Vice President, Chief Corporate Architect since May 2015. He served as our Senior Vice President, Chief Corporate Architect from November 2006 to April 2015 and as Vice President, Chief Corporate Architect from January 2003 to November 2006. He held various other positions with us since joining Oracle in 1986."}
-{"_id": "ORCL20230195", "title": "ORCL Index to Financial Statements", "text": "Mr. Levey, 61, has been our Executive Vice President, Chief Legal Officer since October 2022. Prior to joining Oracle, Mr. Levey served as Chief Executive Officer of Diem Association from August 2020 until June 2022, and as Chief Legal Officer of HSBC Holdings, plc from January 2012 to August 2020."}
-{"_id": "ORCL20230197", "title": "ORCL Index to Financial Statements", "text": "Ms. Smith, 58, has been our Executive Vice President, Chief Accounting Officer since December 2022. She served as our Senior Vice President, Corporate Controller from December 2020 to December 2022, as our Senior Vice President, Assistant Corporate Controller from September 2017 to December 2020, and as our Vice President, Global Controllers Organization and Mergers and Acquisitions from November 2012 to September 2017. She held various other positions with us since joining Oracle in 1999."}
-{"_id": "ORCL20230200", "title": "ORCL Risk Factors", "text": "We operate in rapidly changing economic and technological environments that present numerous risks, many of which are driven by factors that we cannot control or predict. The following discussion, as well as our discussion in Item 7 Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations, highlights some of these risks. The risks described below are not exhaustive and you should carefully consider these risks and uncertainties before investing in our securities."}
-{"_id": "ORCL20230202", "title": "ORCL Business and Operational Risks", "text": "We may be unsuccessful in developing and selling new products and services, integrating acquired products and services and enhancing our existing products and services. Our industry is characterized by rapid technological advances, intense competition, changing delivery models, evolving standards in communications infrastructure, increasingly sophisticated customer needs and frequent new product introductions and enhancements. We have continued to refresh and release new offerings of our cloud products and services, but if we are unable to develop new or sufficiently differentiated products and services, enhance and improve our product offerings and support services in a timely manner or position and price our products and services to meet demand, customers may not purchase or subscribe to our license, hardware or cloud offerings or renew license support, hardware support or cloud subscriptions contracts. Renewals of these contracts are important to our future success. In addition, we cannot provide any assurance that the standards on which we choose to develop new products will allow us to compete effectively for business opportunities in emerging areas."}
-{"_id": "ORCL20230212", "title": "ORCL Business and Operational Risks", "text": "In addition, our business may be adversely affected if: \u2022we do not continue to develop and release new or enhanced products and services within the anticipated time frames; \u2022infrastructure costs to deliver new or enhanced products and services take longer or result in greater costs than anticipated; \u2022we are unable to increase our existing data center capacity or establish data centers in new geographic locations in a timely manner to meet current or expected customer demand; \u2022we fail to meet our contractual service level commitments; \u2022there is a delay in market acceptance of and difficulty in transitioning new and existing customers to new, enhanced or acquired product lines or services; \u2022sanctions, export controls or other regulatory, legislative or other barriers prevent us from serving certain customers or restrict our customers from operating in specific jurisdictions; \u2022there are changes in IT trends that we do not adequately anticipate or timely address with our product development efforts; \u2022we do not optimize complementary product lines and services in a timely manner; or \u2022we fail to adequately integrate, support or enhance acquired product lines or services."}
-{"_id": "ORCL20230213", "title": "ORCL Business and Operational Risks", "text": "In addition, our profitability and revenues could be adversely impacted if we lose one or more of our key customers for any reason, including as a result of any of the factors discussed above. Any such loss could also limit or reduce our growth in future periods."}
-{"_id": "ORCL20230215", "title": "ORCL Business and Operational Risks", "text": "Our AI products may not operate as anticipated, which could adversely affect our reputation, revenues and profitability. Machine learning and AI, including generative AI, are increasingly driving innovations in technology, and AI technology and services are highly competitive and rapidly evolving. We have invested, and expect to continue to invest, significant resources to build and support our AI products, and if our AI products fail to operate as anticipated or as well as competing products or otherwise do not meet customer needs or if our competitors\u2019 AI products achieve higher market acceptance than ours, we may fail to recoup our investments in AI and our business and reputation may be harmed. In addition, AI technologies are rapidly evolving and present emerging legal and ethical issues, including claims of bias, discrimination, a perceived lack of transparency, as well as sometimes unpredictable behaviors or improper use of copyrighted or other protected material, such as personal and patient health information, any of which could expose us or our customers to reputational or legal risk and inhibit adoption of our AI products. Regulatory uncertainty, including the lack of comprehensive federal legislation, a patchwork of existing and proposed frameworks, and emerging regulatory initiatives, may expose us to compliance challenges and"}
-{"_id": "ORCL20230217", "title": "ORCL Index to Financial Statements", "text": "uncertainties. Our failure to adapt to these changes could result in legal and reputational consequences including, but not limited to, being required to adjust or limit our product offerings or our use of AI in certain jurisdictions to comply with new and evolving AI laws and regulations."}
-{"_id": "ORCL20230218", "title": "ORCL Index to Financial Statements", "text": "If we do not successfully execute our Oracle Cloud strategy, including our offerings of Oracle Cloud Services, our revenues and profitability may decline. We provide our cloud and other offerings to customers worldwide via a variety of deployment models, including via our cloud-based SaaS and OCI offerings. As these business models continue to evolve, we may not be able to compete effectively, generate significant revenues or maintain the profitability of our cloud offerings. Additionally, the increasing prevalence of various cloud offering models by us and our competitors may unfavorably impact the pricing of our cloud and license offerings. If we do not successfully execute our cloud computing strategy or anticipate the cloud computing needs of our customers, our reputation as a cloud services provider could be harmed and our revenues and profitability could decline."}
-{"_id": "ORCL20230219", "title": "ORCL Index to Financial Statements", "text": "As customer demand for our cloud offerings increases, we experience volatility in our reported revenues and operating results due to the differences in timing of revenue recognition between our cloud license and on-premise license, and hardware product arrangements relative to our cloud offering arrangements. Customers predominantly purchase our cloud offerings on a subscription basis, and revenues from these offerings are generally recognized ratably or as services are consumed over the terms of the subscriptions. Consequently, any deterioration in sales activity associated with our cloud offerings may not be immediately observable in our consolidated statement of operations. This is in contrast to revenues associated with our license and hardware product arrangements, which are generally recognized in full at the time of delivery of the related licenses and hardware products. In addition, we may not be able to accurately anticipate customer transitions from or be able to sufficiently backfill reduced customer demand for our license, hardware and support offerings relative to the expected increase in customer adoption of and demand for our Oracle Cloud Services, which could adversely affect our revenues and profitability."}
-{"_id": "ORCL20230220", "title": "ORCL Index to Financial Statements", "text": "If we are unable to secure data center capacity at affordable rates or do not accurately plan for our infrastructure capacity requirements, our profitability may decline. As a part of our Oracle Cloud strategy, we plan our investment levels based on estimates of future revenues and future anticipated rates of growth. In recent periods, our cloud services and license support expenses have grown to meet current and expected demand for our cloud offerings, including investments to increase our existing data center capacity and to establish data centers in new geographic locations. In connection with these investments, we entered, and expect to continue to enter, into long-term operating lease commitments with third-party data center providers that generally require us to pay significant contract termination fees to early exit such obligations should our strategies change, which could adversely impact our profitability and cash flows. Data centers in geographies that we rely on may also be unavailable on commercially reasonable terms or at all. Moreover, we do not control the operation of these third-party data centers, and they may suffer interruptions in service from events beyond our control, including from acts of government, natural events, power loss, break-ins or misconduct by those third parties. In addition, we rely on third-party suppliers to provide equipment and components required to outfit these data centers on a timely basis. Ongoing or future delays could cause the loss of additional sales, delay our revenue recognition or increase our costs, all of which could adversely affect the margins of our business. We typically depreciate these assets over their estimated useful lives, which could be shortened should our cloud strategies change, which could adversely affect our profitability."}
-{"_id": "ORCL20230222", "title": "ORCL Index to Financial Statements", "text": "Our products and services may not function properly if we experience significant coding, manufacturing or configuration errors in our cloud, license and hardware offerings. Despite testing prior to the release and throughout the lifecycle of a product or service, our cloud, license and hardware offerings sometimes contain coding, manufacturing or configuration errors that can impact their function, performance and security, and result in other negative consequences. The detection and correction of any errors in released cloud, license or hardware offerings can be time consuming and costly. Errors in our cloud, license or hardware offerings, or errors embedded in third-party software products or services incorporated into our own products, could affect their ability to properly function, integrate or operate with other cloud, license or hardware offerings, could result in service interruptions, delays or outages of our cloud offerings, could create security vulnerabilities in our products or services, could delay the development or release of new products or services or new versions of products or services, and could adversely affect market acceptance of our products or services. If we experience any of these errors, or if there are delays in releasing our cloud, license or hardware offerings or new versions of these offerings, our sales could be affected and revenues could decline. In addition, we run Oracle\u2019s business operations as well as cloud and other services that we offer to our customers on our products and networks. Therefore, any flaws could affect our and our customers\u2019"}
-{"_id": "ORCL20230224", "title": "ORCL Index to Financial Statements", "text": "abilities to conduct business operations and to ensure accuracy in financial processes and reporting, and may result in unanticipated costs and interruptions. Enterprise customers rely on our cloud, license and hardware offerings and related services to run their businesses, and errors in our cloud, license and hardware offerings and related services could expose us to product liability, performance and warranty claims as well as significant harm to our brand and reputation, which could impact our future sales."}
-{"_id": "ORCL20230225", "title": "ORCL Index to Financial Statements", "text": "If we are unable to compete effectively, the results of operations and prospects for our business could be harmed. We face intense competition in all aspects of our business. The nature of the IT industry creates a competitive landscape that is constantly evolving as firms emerge, expand or are acquired, as technology evolves and as delivery models change. Our enterprise cloud, license and hardware offerings compete directly with certain offerings from some of the largest and most competitive companies in the world. In addition, due to the low barriers to entry in many of our market segments, new technologies and new and growing competitors frequently emerge to challenge our offerings. We believe many vendors spend amounts in excess of what Oracle spends to develop and market applications and infrastructure technologies including databases, middleware products, application development tools, business applications, collaboration products and business intelligence, compute, storage and networking products, among others, which compete with Oracle applications and infrastructure offerings."}
-{"_id": "ORCL20230226", "title": "ORCL Index to Financial Statements", "text": "In addition, use of our competitors\u2019 technologies can influence a customer\u2019s purchasing decision or create an environment that makes it less efficient to utilize or migrate to Oracle products and services. For example, we offer our customers multicloud services whereby our customers can combine cloud services from multiple clouds with the goal of optimizing cost, functionality and performance. OCI\u2019s multicloud services work with a number of our competitors\u2019 products, including Microsoft Azure, Amazon Web Services and Google Cloud Platform. This multicloud strategy could lead our customers to migrate away from our cloud offerings to our competitors\u2019 products or limit their purchases of additional Oracle products, either of which could adversely affect our revenues and profitability."}
-{"_id": "ORCL20230227", "title": "ORCL Index to Financial Statements", "text": "Our competitors may also adopt business practices that provide customers access to competing products and services on terms that we may not generally find acceptable, which may convince customers to purchase competitor products and services. We could lose customers if our competitors introduce new competitive products, add new functionality, acquire competitive products, reduce prices, better execute on their sales and marketing strategies, offer more flexible business practices, provide debt or equity financing to customers or form strategic alliances with other companies. Mergers, consolidations or alliances among our competitors, or acquisitions of our competitors by large companies may result in increased competition."}
-{"_id": "ORCL20230228", "title": "ORCL Index to Financial Statements", "text": "If our competitors offer deep discounts on certain products or services or develop products that the marketplace considers more valuable, we may need to lower prices, introduce pricing models and offerings or offer other terms that are less favorable to us to compete successfully. Any such changes may reduce revenues and margins and could adversely affect operating results. Additionally, the increasing prevalence of cloud delivery models offered by us and our competitors may unfavorably impact the pricing of our other cloud and license, hardware and services offerings, and we may also incur increased cloud delivery expenses as we expand our cloud operations and update our infrastructure, all of which could reduce our revenues and profitability. Our license support fees and hardware support fees are generally priced as a percentage of our net license fees and net new hardware products fees, respectively. Our competitors may offer lower pricing on their support offerings, which could put pressure on us to further discount our offerings. If we do not adapt our pricing models to reflect changes in customer use of our products, changes in customer demand or increased competition, our revenues could decrease."}
-{"_id": "ORCL20230229", "title": "ORCL Index to Financial Statements", "text": "Any failure to offer high-quality technical support services may adversely affect our relationships with our customers and our financial results. Our customers depend on our support organization to resolve technical issues relating to our applications and infrastructure offerings. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services or may be inefficient in our resolution of customer support issues. Increased customer demand for these services, without corresponding revenues, could increase costs and adversely affect our operating results. Any failure to maintain high-quality technical support, or a market perception that we do not maintain high-quality technical support, could adversely affect our reputation, our ability to sell and renew our applications and infrastructure offerings to existing and prospective customers, and our business, operating results, and financial position."}
-{"_id": "ORCL20230231", "title": "ORCL Index to Financial Statements", "text": "We may not receive significant revenues from our current research and development efforts for several years, if at all. Developing our various product offerings is expensive and the investment in the development of these"}
-{"_id": "ORCL20230233", "title": "ORCL Index to Financial Statements", "text": "offerings often involves a long return on investment cycle. An important element of our corporate strategy is to continue to dedicate a significant amount of resources to research and development and related product and service opportunities, both through internal investments and the acquisition of intellectual property from acquired companies. Accelerated product and service introductions and short lifecycles require high levels of expenditures for research and development that could adversely affect our operating results if not offset by revenue increases. We believe that we must continue to dedicate a significant amount of resources to our research and development efforts to maintain our competitive position. However, we do not expect to receive significant revenues from these investments for several years, if at all."}
-{"_id": "ORCL20230234", "title": "ORCL Index to Financial Statements", "text": "Our cloud offerings and hardware offerings are complex, and if we cannot successfully manage this complexity, including the sourcing of technologies and components, the results of these businesses will suffer. We depend on suppliers to develop, manufacture and deliver on a timely basis the necessary technologies and components for our hardware products that we market and sell to our customers and that we use as a part of our cloud infrastructure to deliver our cloud offerings, and there are some technologies and components that can only be purchased from a single vendor due to price, quality, technology, availability or other business constraints. Our supply chain operations are affected by industry consolidation and component constraints or shortages, natural disasters, political unrest (such as the tensions between China and Taiwan), public health crises, changes to trade laws or regulations, port stoppages, shipping interruptions or other transportation disruptions or slowdowns, and other factors affecting the countries or regions where these single source component vendors are located or where the products are being shipped. If disruption caused by one or more of the risks described above occurs, our cloud and license business and hardware business and related operating results could be materially and adversely affected."}
-{"_id": "ORCL20230235", "title": "ORCL Index to Financial Statements", "text": "Supply chain shortages have in some instances resulted in increases to the costs of production of our hardware products that we may not be able to pass on to our customers. In addition, we have in some instances responded to such shortages by committing to higher purchases and balances of hardware products that we market and sell to our customers and that we use as a part of our cloud infrastructure to deliver our cloud offerings, relative to our historical positions. While this permits us to secure manufacturing capacity, it has increased excess and obsolescence risk of such hardware products and could adversely impact our profitability and cash flows. We expect these factors will continue to impact us in the future."}
-{"_id": "ORCL20230236", "title": "ORCL Index to Financial Statements", "text": "We outsource most of our manufacturing, assembly, delivery and technology of, and certain component designs for, our hardware products to a variety of companies, many of which are located outside the U.S. From time to time, these partners experience production problems, delays or cannot meet our demand for products. Ongoing or future delays in manufacturing could cause the loss of additional sales, delayed revenue recognition or an increase in our hardware products expenses, all of which could adversely affect the margins of our cloud and license business and hardware business. These challenges could arise if we alter our manufacturing strategies, suppliers, or locations."}
-{"_id": "ORCL20230237", "title": "ORCL Index to Financial Statements", "text": "Our periodic workforce restructurings and reorganizations can be disruptive. We periodically restructure or make other adjustments to our workforce in response to management changes, product changes, performance issues, changes in strategies, acquisitions and other internal and external considerations. These types of restructurings have resulted, and may in the future result, in increased restructuring costs and temporary reduced productivity while employees adjust to the restructuring. These types of restructurings may also lead to a shortage of sufficiently skilled employees in certain roles. In addition, we may not achieve or sustain the expected growth, resource redeployment or cost savings benefits of these restructurings, or may not do so within the expected timeframe. These effects could recur in connection with future acquisitions and other restructurings, and our revenues and other results of operations could be negatively affected."}
-{"_id": "ORCL20230238", "title": "ORCL Index to Financial Statements", "text": "We may lose key employees or may be unable to hire enough qualified employees. We rely on hiring qualified employees and the continued service of our senior management, including our Chairman of the Board of Directors, Chief Technology Officer and founder; our Chief Executive Officer; other members of our executive team; and other key employees. In the technology industry, there is substantial and continuous competition for highly skilled business, product development and technical personnel, particularly in the AI field. Hiring freezes or slowdowns may result in decreased productivity while existing employees take on additional roles and responsibilities, and may also lead to a shortage of sufficiently skilled employees in certain roles."}
-{"_id": "ORCL20230240", "title": "ORCL Index to Financial Statements", "text": "We may also experience increased compensation costs that are not offset by either improved productivity or higher sales. We may not be successful in recruiting new personnel and in retaining and motivating existing personnel. With"}
-{"_id": "ORCL20230242", "title": "ORCL Index to Financial Statements", "text": "rare exceptions, we do not have long-term employment or non-competition agreements with our employees. Members of our senior management team have left Oracle over the years for a variety of reasons, and any future departures may be disruptive to our operations."}
-{"_id": "ORCL20230243", "title": "ORCL Index to Financial Statements", "text": "We continually focus on improving our cost structure by hiring personnel in countries where advanced technical and other expertise are available at lower costs. When we make adjustments to our workforce, we may incur expenses associated with workforce reductions that delay the benefit of a more efficient workforce structure. We are experiencing increased competition for employees in these countries as the trend toward globalization continues, which has affected our employee retention efforts and increased our expenses in an effort to offer a competitive compensation program. In addition, changes to immigration and labor law policies may adversely impact our access to technical and professional talent."}
-{"_id": "ORCL20230244", "title": "ORCL Index to Financial Statements", "text": "Our general compensation program includes restricted stock units (RSUs) and performance-based equity, which are important tools in attracting and retaining employees in our industry. If our stock price performs poorly, it may adversely affect our ability to retain or attract employees. We continually evaluate our compensation practices and consider changes from time to time, which may have an impact on our ability to retain employees and the amount of stock-based compensation expense that we record. Any changes in our compensation practices or those of our competitors could affect our ability to retain and motivate existing personnel and recruit new personnel."}
-{"_id": "ORCL20230249", "title": "ORCL Index to Financial Statements", "text": "There are risks associated with our cloud and license and hardware indirect sales channels which could affect our future operating results. Our cloud and license and hardware indirect channel networks are comprised primarily of resellers, system integrators/implementers, consultants, education providers, internet service providers, network integrators and ISVs. Our relationships with these channel participants are important elements of our cloud, software and hardware marketing and sales efforts. Our financial results could be adversely affected if: \u2022our contracts with channel participants were terminated or our relationships with channel participants were to deteriorate; \u2022any of our competitors enter into strategic relationships with or acquire a significant channel participant; \u2022the financial condition or operations of our channel participants were to weaken; or \u2022the level of demand for our channel participants\u2019 products and services were to decrease."}
-{"_id": "ORCL20230250", "title": "ORCL Index to Financial Statements", "text": "There can be no assurance that we will be successful in maintaining, expanding or developing our relationships with channel participants. If we are not successful, we may lose sales opportunities, customers and revenues. In addition, we do not control channel participants, some of which operate in jurisdictions with high levels of corruption, and our compliance policies and procedures may fail to prevent or detect violations of anti-corruption or other laws for which we may be held responsible."}
-{"_id": "ORCL20230256", "title": "ORCL Index to Financial Statements", "text": "Acquisitions present many risks and we may not achieve the financial and strategic goals that were contemplated at the time of a transaction. We review and consider strategic acquisitions of companies, products, services and technologies. We have a selective and active acquisition program and we expect to continue to make acquisitions in the future because acquisitions have been an important element of our overall corporate strategy. Risks we may face in connection with our acquisition program include: \u2022our ongoing business may be disrupted and our management\u2019s attention may be diverted by acquisition, transition or integration activities; \u2022we may have difficulties (1) managing an acquired company\u2019s technologies or lines of business; (2) entering new markets where we have no, or limited, direct prior experience or where competitors may have stronger market positions; or (3) retaining key personnel from the acquired companies; \u2022an acquisition may not further our business strategy as we expected, we may not integrate an acquired company or technology as successfully as we expected, we may impose our business practices or alter go-to-market strategies that adversely impact the acquired business or we may overpay for, or otherwise not realize the expected return on our investments, each or all of which could adversely affect our business or operating results and potentially cause impairment to assets that we recorded as a part of an acquisition, including intangible assets and goodwill; \u2022our operating results or financial condition may be adversely impacted by (1) claims or liabilities that we assume from an acquired company or technology or that are otherwise related to an acquisition; (2) pre-existing contractual relationships that we assume from an acquired company, the termination or"}
-{"_id": "ORCL20230267", "title": "ORCL Index to Financial Statements", "text": "modification of which may be costly or disruptive to our business; and (3) unfavorable revenue recognition or other accounting treatment as a result of an acquired company\u2019s business practices; \u2022we may fail to identify or assess the magnitude of certain liabilities, shortcomings or other circumstances prior to acquiring a company or technology; \u2022we may not realize any anticipated increase in our revenues from an acquisition for a number of reasons, including (1) if a larger than predicted number of customers decline to renew or terminate their contracts with the acquired company; (2) if we are unable to sell the acquired products or service offerings to our customer base; (3) if acquired customers do not elect to purchase our technologies due to differing business practices; or (4) if contract models utilized by an acquired company do not allow us to recognize revenues in a manner that is consistent with our current accounting practices; \u2022we may have difficulty integrating acquired technologies, products, services and their related supply chain operations with our existing lines of business and related infrastructures; \u2022we may have multiple product lines or services offerings as a result of our acquisitions that are offered, priced, delivered and supported differently, which could cause customer confusion and delays; \u2022we may incur higher than anticipated costs (1) to support, develop and deliver acquired products or services; (2) for general and administrative functions that support new business models; or (3) to comply with regulations applicable to an acquired business that are more complicated than we had anticipated; \u2022we may be unable to obtain timely approvals from, or may otherwise have certain limitations, restrictions, penalties or other sanctions imposed on us by worker councils or similar bodies under applicable employment laws as a result of an acquisition; \u2022we may be unable to obtain required approvals from governmental authorities under foreign direct investment, foreign subsidy, competition and antitrust laws on a timely basis, if at all, and we may need to divest or dispose of assets or businesses or take other actions to obtain such approvals; \u2022our use of cash to pay for acquisitions may limit other potential uses of our cash; and \u2022we may have to incur additional debt to pay for acquisitions or have to delay or not proceed with an acquisition if we cannot obtain the necessary funding to complete the acquisition in a timely manner or on favorable terms."}
-{"_id": "ORCL20230268", "title": "ORCL Index to Financial Statements", "text": "The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition or cash flows, particularly in the case of a larger acquisition or several concurrent acquisitions."}
-{"_id": "ORCL20230271", "title": "ORCL Data Privacy, Cybersecurity and Intellectual Property Risks", "text": "If our security measures for our products and services are compromised and as a result, our data, our customers\u2019 data or our IT systems are accessed improperly, made unavailable, or improperly modified, our products and services may be perceived as vulnerable, our brand and reputation could be damaged, the IT services we provide to our customers could be disrupted, and customers may stop using our products and services, any of which could reduce our revenue and earnings, increase our expenses and expose us to legal claims and regulatory actions. Our products and services, including Oracle Cloud Services, store, retrieve, process and manage third-party data, such as our customers\u2019 data, as well as our own data. We believe that Oracle is a target for computer hackers, cyber threats and other bad actors because Oracle stores and processes large amounts of data, including sensitive data such as health sciences (including patient health information), financial services, retail, hospitality, telecommunications and government data. We and our third-party vendors are regularly subject to attempts by third parties (which may include individuals or groups of hackers and sophisticated organizations, such as state-sponsored organizations, nation-states and individuals sponsored by them) to identify and exploit product and service vulnerabilities, penetrate or bypass our security measures, and gain unauthorized access to our or our customers\u2019, partners\u2019 and suppliers\u2019 software, hardware and cloud offerings, networks and systems. Successful attempts by one of these malicious actors can lead to the compromise of personal information or the confidential information or data of Oracle or our customers. Attempts of this nature typically involve IT-related viruses, worms, and other malicious software programs that attack networks, systems, products and services, exploit potential security vulnerabilities of networks, systems, products and services, create system disruptions and cause shutdowns or denials of service. Third parties may attempt to fraudulently induce customers, partners, employees or suppliers into disclosing sensitive information such as user names, passwords or other information to gain access to our data, our customers\u2019, suppliers\u2019 or partners\u2019 data or the IT systems of Oracle, our customers, suppliers or partners. Our products and"}
-{"_id": "ORCL20230273", "title": "ORCL Index to Financial Statements", "text": "services, including our Oracle Cloud Services, may also be accessed or modified improperly as a result of customer, partner, employee, contractor or supplier error or malfeasance."}
-{"_id": "ORCL20230274", "title": "ORCL Index to Financial Statements", "text": "If a cyber-attack or other security incident results in unauthorized access to, or modification or exfiltration of, our customers\u2019 or suppliers\u2019 data, other external data, our own data or our IT systems, or if the services we provide to our customers are disrupted, or if our products or services are reported to have (or are perceived as having) security vulnerabilities, we could incur significant expenses and suffer substantial damage to our brand and reputation. If our customers lose confidence in the security and reliability of our products and services, including our cloud offerings, and perceive them to not be secure, they may decide to reduce or terminate their spend with us. In addition, cyber-attacks and other security incidents could lead to considerable investigation and remediation costs, loss or destruction of information, interruption of our operations, inappropriate use of proprietary and sensitive data, lawsuits, indemnity obligations, regulatory investigations and financial penalties, and claims and increased legal liability, including in some cases contractual costs related to customer notification and fraud monitoring. Our remediation efforts may not be successful."}
-{"_id": "ORCL20230275", "title": "ORCL Index to Financial Statements", "text": "Because the techniques used to obtain unauthorized access to, or sabotage IT systems, change frequently, grow more complex over time, and often are not recognized until launched against a target, we may be unable to anticipate or implement adequate measures to prevent such techniques. Our internal IT systems continue to evolve and we are often early adopters of new technologies. However, our business policies and internal security controls may not keep pace with these changes as new threats emerge. We may not discover any security breach and loss of information for a significant period of time after the security breach."}
-{"_id": "ORCL20230276", "title": "ORCL Index to Financial Statements", "text": "Our products operate in conjunction with and are dependent on a wide variety of third-party products, components and services. If there is a security vulnerability in one of these components, and if there is a security exploit targeting it, we could face increased costs, liability claims, customer dissatisfaction, reduced revenue, or harm to our reputation or competitive position. We also have an active acquisition program and have acquired a number of companies, products, services and technologies over the years. While we make significant efforts to address any IT security issues with respect to our acquired companies, we may still inherit such risks when we integrate these companies within Oracle."}
-{"_id": "ORCL20230277", "title": "ORCL Index to Financial Statements", "text": "Our business practices with respect to data could give rise to operational interruption, liabilities or reputational harm as a result of governmental regulation, legal requirements or industry standards relating to privacy and data protection. As regulatory focus on privacy issues continues to increase and worldwide laws and regulations concerning the handling of personal information expand and become more complex and stringent, potential risks related to data collection and use within our business will intensify. In addition, U.S. federal and state as well as foreign governments have enacted or are considering enacting legislation or regulations, or may in the near future interpret existing legislation or regulations, in a manner that could significantly impact our ability, as well as the ability of our customers, partners and data providers, to collect, augment, analyze, use, transfer (including across national borders) and share personal and other information that is integral to certain services we provide. We are also subject to data privacy and other related regulations governing the healthcare industry and patient information, including but not limited to regulations governing electronic health data transmissions, the processing of patient information, healthcare fraud and healthcare information sharing."}
-{"_id": "ORCL20230279", "title": "ORCL Index to Financial Statements", "text": "Following the European Union\u2019s (EU) General Data Protection Regulation (GDPR), the rate of global consideration and adoption of privacy laws has increased, giving rise to more global jurisdictions in which regulatory inquiries and audits may be requested of Oracle, and if we are not deemed to be in compliance, could result in enforcement actions and/or fines. This is true in the U.S. where, for example, a number of states have enacted privacy laws, the U.S. Congress is considering several privacy and security-related bills at the federal level, the federal government is pursuing a range of cybersecurity initiatives pertaining to critical infrastructure companies and government contractors, and a number of other state legislatures are considering privacy laws. Regulators globally are also imposing greater monetary fines for privacy violations. The GDPR provides for monetary penalties of up to \u20ac20 million, or up to 4% of an organization\u2019s worldwide revenue of the preceding financial year, whichever is greater. These penalties can be significant. For example, a U.S.-based technology company was fined \u20ac1.2 billion for alleged GDPR violations in 2023. The U.S. Federal Trade Commission continues to fine companies for unfair and deceptive data protection practices, and these fines may increase in size. Taken together, the laws or regulations associated with the enhanced protection of personal and other types of data could greatly increase the size of potential fines related to data protection, and our cost of providing our products and services could result in changes to our business"}
-{"_id": "ORCL20230281", "title": "ORCL Index to Financial Statements", "text": "practices or even prevent us from offering certain services in jurisdictions in which we operate. Although we have implemented contracts, diligence programs, policies and procedures designed to address compliance with applicable laws and regulations, there can be no assurance that our employees, contractors, partners, suppliers, data providers or agents will not violate such laws and regulations or our contracts, policies and procedures. Additionally, public perception and standards related to the privacy of personal information can shift rapidly, in ways that may affect our reputation or influence regulators to enact regulations and laws that may limit our ability to provide certain products and services. For example, numerous jurisdictions, including the EU, are considering laws and regulations that would impose additional data privacy and other compliance requirements on the use of AI and could require us to adjust or limit our product offerings in such jurisdictions."}
-{"_id": "ORCL20230282", "title": "ORCL Index to Financial Statements", "text": "We make statements about our use and disclosure of personal information through our privacy policy, information provided on our website and press statements. Any failure, or perceived failure, by us to comply with these public statements or with U.S. federal, state, or foreign laws and regulations, including laws and regulations regulating privacy, data security, or consumer protection, public perception, standards, self-regulatory requirements or legal obligations, could result in lost or restricted business, proceedings, actions or fines brought against us or levied by governmental entities or others, or could adversely affect our business and harm our reputation."}
-{"_id": "ORCL20230288", "title": "ORCL Index to Financial Statements", "text": "Third parties have claimed, and in the future may claim, infringement or misuse of intellectual property rights and/or breach of license agreement provisions. We periodically receive notices from, or have lawsuits filed against us by, third parties claiming infringement or other misuse of their intellectual property rights and/or breach of our agreements with them. These third parties include entities that do not design, manufacture, or distribute products or services or that acquire intellectual property for the sole purpose of monetization through infringement assertions. We expect to continue to receive such claims as: \u2022we continue to expand into new businesses and acquire companies; \u2022the number of products and competitors in our industry segments grows; \u2022the use and support of third-party code (including open source code) becomes more prevalent in the industry; \u2022the volume of issued patents continues to increase; and \u2022non-practicing entities continue to assert intellectual property infringement in our industry segments."}
-{"_id": "ORCL20230296", "title": "ORCL Index to Financial Statements", "text": "Responding to any such claim, regardless of its validity, could: \u2022be time consuming, costly and result in litigation; \u2022divert management\u2019s time and attention from developing our business; \u2022require us to pay monetary damages or enter into royalty and licensing agreements that we would not normally find acceptable; \u2022require us to stop selling or to redesign certain of our products; \u2022require us to release source code to third parties, possibly under open source license terms; \u2022require us to satisfy indemnification obligations to our customers; or \u2022otherwise adversely affect our business, results of operations, financial condition or cash flows."}
-{"_id": "ORCL20230297", "title": "ORCL Index to Financial Statements", "text": "We may not be able to protect our intellectual property rights. We rely on copyright, trademark, patent and trade secret laws, confidentiality procedures, controls and contractual commitments to protect our intellectual property. Despite our efforts, these protections may be limited. Unauthorized third parties may try to copy or reverse engineer our products or otherwise use our intellectual property. Our patents may be invalidated or circumvented. Any of our pending or future patent applications may not be issued with the claim scope we seek, if at all. In addition, the laws of some countries do not provide the same level of intellectual property protection as U.S. laws and courts. If we cannot protect our intellectual property against unauthorized copying or use, or other misappropriation, we may not remain competitive."}
-{"_id": "ORCL20230300", "title": "ORCL Legal and Regulatory Risks", "text": "Adverse litigation results could affect our business. We are subject to various legal proceedings. Litigation can be lengthy, expensive and disruptive to our operations, and can divert our management\u2019s attention away from running our core business. The results of our litigation also cannot be predicted with certainty. Even a favorable judgment"}
-{"_id": "ORCL20230302", "title": "ORCL Index to Financial Statements", "text": "may be subject to appeals leading to protracted litigation, additional costs and the prospect that our desired outcome will be overturned. An adverse decision could result in monetary damages or injunctive relief that could affect our business, operating results or financial condition. Additional information regarding certain of the lawsuits we are involved in is discussed under Note 16 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report."}
-{"_id": "ORCL20230303", "title": "ORCL Index to Financial Statements", "text": "We may be subjected to increased taxes due to changes in U.S. or international tax laws or from adverse resolutions of tax audits and controversies. As a multinational corporation, we incur income taxes as well as non-income based taxes (such as payroll, sales, use, property and value-added taxes) in both the U.S. and various foreign jurisdictions. Significant uncertainties exist with respect to the application of the various taxes to the businesses in which we engage, often requiring that we make judgments in determining our tax liabilities and worldwide provision for income taxes. We are regularly under audit by tax authorities in the U.S. and internationally, which has led to disagreements regarding our treatment of various items, including our intercompany transfer prices and calculations and the applicability of withholding taxes to our cross-border transactions. Any unfavorable resolution of these tax audits and controversies could cause our tax liabilities to increase and may have a material and adverse impact on our provision for income taxes and effective tax rate. Although we believe that our income and non-income based tax estimates are reasonable, there is no assurance that the final determination of tax audits or disputes will not be different from what is reflected in our historical income tax provisions and tax accruals."}
-{"_id": "ORCL20230304", "title": "ORCL Index to Financial Statements", "text": "Countries around the world continually consider and make changes to relevant tax, accounting and other laws, treaties, regulations, guidance and interpretations. In the U.S., various legislative proposals, if enacted, may substantially raise U.S. income taxes on our domestic and international profits. Such unfavorable tax proposals, the prospects for which depend to a significant degree on the U.S. political landscape, create the potential for added volatility in our quarterly provision for income taxes and could have a material adverse impact on our future income tax provisions and effective tax rate."}
-{"_id": "ORCL20230305", "title": "ORCL Index to Financial Statements", "text": "Other countries also continue to consider changes to their tax laws that could negatively affect us by increasing taxes imposed on our international revenue streams, operations and cross-border transactions, including the imposition of taxes targeted at digital technology businesses and changes in withholding tax rules. The Organisation for Economic Co-operation and Development (OECD) and the Group of Twenty (G20), together with over 140 participating countries, have developed a two-pillar framework calling for a 15% global minimum tax on multinational corporate groups, which has been adopted in many jurisdictions, and that would provide greater taxing rights to market jurisdictions where customers or users are located. These changes may materially increase the level of income tax on our international profits."}
-{"_id": "ORCL20230306", "title": "ORCL Index to Financial Statements", "text": "Our future income tax provisions and effective tax rate could materially increase under the tax changes discussed above or if other changes are made to applicable tax laws and rules in the U.S. or in other countries in which we do business. Our provision for income taxes also could be adversely affected by changes in the mix of income earned or losses incurred in jurisdictions with differing statutory tax rates, fluctuations in our stock price and level of stock-based compensation expense, changes in the valuation of our deferred tax assets or liabilities and by other factors."}
-{"_id": "ORCL20230308", "title": "ORCL Index to Financial Statements", "text": "Our international sales and operations and global customer base subject us to additional risks that can adversely affect our operating results. We derive a substantial portion of our revenues from, and have significant operations, outside of the U.S., and in both our U.S. and non-U.S. operations we serve customers based in or with ties to numerous jurisdictions around the world. Compliance with international and U.S. laws and regulations that apply to our international operations increases our cost of doing business. These laws and regulations include data privacy requirements, labor relations laws, tax laws, foreign currency-related regulations, competition/antitrust regulations, anti-bribery laws and other laws prohibiting payments to governmental officials such as the U.S. Foreign Corrupt Practices Act (FCPA), market access regulations, tariffs, and import, export and general trade regulations, including but not limited to economic sanctions and embargos. Violations of these laws and regulations could result in monetary fines, civil and/or criminal penalties, enforcement actions against us, our officers or our employees, and prohibitions on the conduct of our business, including disgorgement, the loss of trade privileges, and other remedial measures. Any such violations could result in prohibitions on our ability to offer our products and services in one or more countries or territories or to certain entities, could delay or prevent potential acquisitions and could also materially damage our reputation, our brand, our international expansion efforts, our ability to attract and retain employees, our business and our operating results."}
-{"_id": "ORCL20230310", "title": "ORCL Index to Financial Statements", "text": "Changes to sanctions or export control regulations in the U.S. and the other jurisdictions where we currently operate or have dealings, or in the future may operate or have dealings, can require suspension or termination of business (including financial transactions) in or with certain countries and territories or with certain customers. In addition, we continue to monitor relations between the U.S. and the Russian Federation, the Republic of Belarus and the People\u2019s Republic of China, among others. It is difficult to anticipate the effect international relations may have on us. Compliance with any further economic sanctions, export controls or other regulatory restrictions (and any countermeasures thereto) taken by the U.S. or other countries could prevent us from serving certain customers or restrict us or our customers from operating in specific jurisdictions, which could have an adverse effect on our operations and results of operations. For example, in April 2024, the U.S. President signed into law a bill that will make it unlawful to provide internet hosting services to TikTok that are used to enable the distribution, maintenance, or updating of TikTok for users within the U.S. if certain steps are not taken by TikTok\u2019s owners within a set time frame. If we are unable to provide those services to TikTok, and if we cannot redeploy that capacity in a timely manner, our revenues and profits would be adversely impacted. Compliance with these laws may increase our expenses as we engage specialized or other additional resources to assist us with our compliance efforts."}
-{"_id": "ORCL20230311", "title": "ORCL Index to Financial Statements", "text": "Our success depends, in part, on our ability to anticipate these risks and manage these difficulties. We monitor our operations and investigate allegations of improprieties relating to transactions and the way in which such transactions are recorded. Where circumstances warrant, we provide information and report our findings to government authorities, and in some circumstances such authorities conduct their own investigations and we respond to their requests or demands for information. No assurance can be given that action will not be taken by such authorities or that our compliance program will prove effective."}
-{"_id": "ORCL20230323", "title": "ORCL Index to Financial Statements", "text": "We are also subject to a variety of other risks and challenges in managing an organization operating globally, including those related to: \u2022general economic conditions in each country or region; \u2022political unrest, terrorism and war, including but not limited to the current Russia-Ukraine war, the economic impact thereof and the potential to subject our business to materially adverse consequences should the situation escalate beyond its current scope, including, among other potential impacts, the geographic proximity of the situation relative to the rest of Europe, where a material portion of our business is carried out; \u2022the potential for other hostilities, including but not limited to further destabilization in the Middle East and tensions between China and Taiwan; \u2022public health risks, social risks and supporting infrastructure stability risks, particularly in areas in which we have significant operations; \u2022fluctuations in currency exchange rates and related impacts on customer demand and our operating results; \u2022difficulties in accessing or transferring funds from or converting currencies in certain countries that could lead to a devaluation of our net assets, in particular our cash assets, in that country\u2019s currency; \u2022regulatory changes, including government austerity measures in certain countries that we may not be able to sufficiently plan for or avoid that may unexpectedly impair bank deposits or other cash assets that we hold in these countries or that impose additional taxes that we may be required to pay in these countries; \u2022common local business behaviors or regulatory requirements that conflict with our business ethics, practices and conduct policies; \u2022longer payment cycles and difficulties in collecting accounts receivable; \u2022overlapping tax regimes; and \u2022reduced protection for intellectual property rights in some countries."}
-{"_id": "ORCL20230324", "title": "ORCL Index to Financial Statements", "text": "The variety of risks and challenges listed above could also disrupt or otherwise negatively impact our supply chain operations and sales of our products and services in affected countries or regions."}
-{"_id": "ORCL20230326", "title": "ORCL Index to Financial Statements", "text": "As the majority shareholder of Oracle Financial Services Software Limited, a publicly traded company in India, and Oracle Corporation Japan, a publicly traded company in Japan, we face several additional risks, including being subject to local securities regulations and being unable to exert full control that we would otherwise have if these entities were wholly-owned subsidiaries."}
-{"_id": "ORCL20230330", "title": "ORCL Index to Financial Statements", "text": "The healthcare industry is highly regulated, and thus, we are subject to several laws, regulations and industry initiatives, non-compliance with certain of which could adversely affect our healthcare business. As a participant in the healthcare industry, certain of our operations and relationships, and those of our customers, are regulated by several U.S. federal, state, local and foreign governmental entities. The impact of these regulations on us is both direct and also indirect, in terms of government program requirements applicable to our customers for the use of health IT. Even though we may not be directly regulated by specific healthcare laws and regulations, our products and services must be capable of being used by our customers in a way that complies with those laws and regulations. There are significant, wide-ranging and rapidly evolving regulations both within and outside the U.S., such as regulations in the areas of healthcare fraud, information sharing, e-prescribing, claims processing and transmission, healthcare devices, the security and privacy of patient data and interoperability standards, that may be directly or indirectly applicable to our operations and relationships or the business practices of our customers. Specific risks include, but are not limited to, the following: \u2022The U.S. and other countries have regulations in place related to medical devices that now, or may in the future, apply to certain of our healthcare products and services. If any of our healthcare products and services are deemed to be actively regulated medical devices by regulatory agencies in countries where we do business, we could be subject to extensive requirements governing pre- and post-marketing activities, including pre-market notification clearance. \u2022Various U.S. federal, state and non-government agencies continue to generate requirements for the use of certified electronic health record technology (CEHRT), and CEHRT continues to be a requirement of participation in federal healthcare programs in order to receive reimbursement for health items and services provided by certain of our customers to Medicare and Medicaid beneficiaries. We expect the regulations establishing the certification and interoperability standards for CEHRT will continue to be updated to emphasize interoperability, consumer engagement, patient safety and health information privacy and security."}
-{"_id": "ORCL20230331", "title": "ORCL Index to Financial Statements", "text": "Complying with these regulations globally is expensive and could subject us to unanticipated and significant delays. If we fail to comply sufficiently with these and other regulations, it could negatively impact our ability to continue to develop, distribute and deliver certain of our healthcare products and services, and we could suffer fines or penalties."}
-{"_id": "ORCL20230332", "title": "ORCL Index to Financial Statements", "text": "Our sales to local, state, federal and foreign government customers expose us to business volatility and risks, including government budgeting cycles and appropriations, government shutdowns, procurement regulations, governmental policy shifts, early termination of contracts, audits, investigations, sanctions and penalties. We derive revenues from contracts with the U.S. government, state and local governments, and foreign governments and are subject to procurement laws relating to the award, administration and performance of those contracts."}
-{"_id": "ORCL20230333", "title": "ORCL Index to Financial Statements", "text": "Governmental entities are variously pursuing policies that affect our ability to sell our products and services. Changes in government procurement policy, priorities, regulations, technology initiatives and/or requirements may negatively impact our potential for growth in the government sector. For example, the U.S. government imposes evolving cybersecurity requirements, including, for example, the FedRAMP authorization process and the Department of Defense (DoD) Cybersecurity Maturity Model Certification. These requirements may impact our lines of business in the U.S. federal government market. Compliance with these cybersecurity requirements is complex and costly, and failure to meet, or delays in meeting, the required security controls could limit our ability to sell products and services, directly or indirectly, to the DoD and other federal and state government entities that implement similar cybersecurity requirements."}
-{"_id": "ORCL20230334", "title": "ORCL Index to Financial Statements", "text": "We are also subject to early termination of our contracts. Many governmental entities have the right to terminate contracts at any time for a variety of reasons, including without cause. For example, the U.S. federal government may terminate any of our government contracts and subcontracts at its convenience, or for default based on our performance. U.S. federal, state and local government and foreign government contracts are generally subject to government funding authorizations/appropriations. Contracts may also be terminated due to a lack of government funds."}
-{"_id": "ORCL20230336", "title": "ORCL Index to Financial Statements", "text": "There is increased pressure on governments and their agencies, both domestically and internationally, to reduce spending as governments continue to face significant deficit reduction pressures. This may adversely impact spending on government programs. In addition, an extended federal government shutdown in the U.S. could cause delays in approvals and decision making, which could negatively impact our results of operations."}
-{"_id": "ORCL20230338", "title": "ORCL Index to Financial Statements", "text": "Government contracts laws and regulations impose certain risks, and contracts are generally subject to audits and investigations. If violations of law are found, they could result in civil and criminal penalties and administrative sanctions, including termination of contracts, refund of a portion of fees received, forfeiture of profits, suspension of payments, fines and suspensions or debarment from future government business."}
-{"_id": "ORCL20230339", "title": "ORCL Index to Financial Statements", "text": "Environmental and other related laws and regulations subject us to a number of risks and could result in significant liabilities and costs. Our cloud and hardware operations are subject to state, federal and international laws governing protection of the environment, proper handling and disposal of materials used for these operations, human health and safety, the use of certain chemical substances and the labor practices of suppliers, as well as local testing and labeling requirements. Regulatory, market, carbon tax and competitive pressures regarding the greenhouse gas emissions and energy mix for our data center operations may also grow."}
-{"_id": "ORCL20230340", "title": "ORCL Index to Financial Statements", "text": "Approximately half of our hardware revenues come from international sales. Environmental legislation, such as the EU Waste Electrical and Electronic Equipment Directive, China\u2019s regulation on Management Methods for Controlling Pollution Caused by Electronic Information Products and the EU carbon border adjustment mechanism, among others, may increase our cost of doing business internationally and impact our hardware revenues from the EU, China and other countries with similar environmental legislation as we endeavor to comply with and implement these requirements. Compliance with these ever-changing environmental and other laws in a timely manner could increase our product design, development, procurement, manufacturing, delivery, cloud operations, insurance premiums and administration costs, limit our ability to manage excess and obsolete non-compliant inventory, change our sales activities, or otherwise impact future financial results of our cloud and hardware businesses. Any violation of these laws can subject us to significant liability, including fines, penalties and possible prohibition of sales of our products and services into one or more states or countries and result in a material adverse effect on the financial condition or operations of our cloud and hardware businesses."}
-{"_id": "ORCL20230341", "title": "ORCL Index to Financial Statements", "text": "The Nomination and Governance Committee of our Board of Directors oversees and periodically reviews our environmental, social and governance (ESG) programs, including environmental sustainability. We also have an Environmental Steering Committee (ESC) comprised of senior individuals from a wide range of Oracle business units, including our Chief Sustainability Officer who oversees our overall sustainability strategy, including climate related risk mitigation. The ESC evaluates if climate or environmental risks have the potential for significant chronic or acute impact on our core and/or strategic business functions, including service delivery and support, product development and deployment, supply chain management, facility operations, employee recruitment and retention, or brand reputation. Any failure to identify and assess these risks could adversely affect our reputation, business, financial performance and growth."}
-{"_id": "ORCL20230342", "title": "ORCL Index to Financial Statements", "text": "We publish an annual Social Impact Report, which includes disclosure of our ESG matters and goals. Our disclosures on these matters, and standards we set for ourselves or a failure to meet these standards, may potentially harm our reputation and brand. By electing to set and share publicly these corporate ESG standards, our business may also face increased scrutiny related to ESG initiatives and activities."}
-{"_id": "ORCL20230343", "title": "ORCL Index to Financial Statements", "text": "Further, new laws, regulations, policies, and international accords relating to ESG matters, including sustainability, climate change, human capital and diversity, some of which require specific, target-driven frameworks or disclosure requirements, are being developed, formalized and implemented in many jurisdictions. Standards for reporting ESG metrics, including ESG-related disclosures, are complex and evolving, and the implementation and oversight of controls to comply with applicable reporting and disclosure standards could impose significant compliance costs. In addition, such disclosure requirements could result in revisions to our previous ESG-related disclosure or challenges in meeting evolving and varied regulatory and other stakeholder expectations and standards, which could expose us to liability or harm our reputation and prospects."}
-{"_id": "ORCL20230346", "title": "ORCL Financial Risks", "text": "Our operations can be difficult for us to predict because our quarterly results of operations may fluctuate significantly based on a number of factors. Our revenues, particularly certain of our cloud license and on-premise license revenues and hardware revenues, can be difficult to forecast. A substantial portion of our cloud license, on-premise license and hardware contracts is completed in the latter part of a quarter. Because a significant portion of our cost structure is largely fixed in the short term, sales and revenue shortfalls tend to have a disproportionately negative impact on our profitability. We typically have a number of large transactions each quarter, which increases"}
-{"_id": "ORCL20230348", "title": "ORCL Index to Financial Statements", "text": "the risk of fluctuations in our quarterly results. If we lose one or more of our key customers for any reason, or we experience a delay in even a small number of these large transactions, our quarterly sales, revenues and profitability could fall significantly short of our predictions. In addition, sudden shifts in regional or global economic or political activity may cause our sales forecasts to be inaccurate."}
-{"_id": "ORCL20230349", "title": "ORCL Index to Financial Statements", "text": "In addition, we hold a portfolio of publicly traded equity investments and privately held debt and equity investments, including investments in Ampere Computing Holdings LLC (Ampere), a privately held related party entity in which we had an ownership interest of approximately 29% as of May 31, 2024. Any impairment charges and effect of changes in the fair values of certain of these investments are recorded as unrealized gains or losses as a component of consolidated net income in each period. The timing and amount of impairment charges or changes in fair value, if any, of these investments depends on factors beyond our control, including the perceived and actual performance of the companies or funds in which we invest, and are also subject to the general conditions of public and private equity markets, which are uncertain and have in the past varied, and may in the future vary, materially by period. Changes in the fair values of these investments, including Ampere, have contributed, and may in the future contribute, to volatility in our net income that is not reflective of our core businesses. The amount of our investments in Ampere could increase in future periods for a variety of reasons, including due to the potential exercise of put options by our co-investors or call options by us. If either of these options are exercised by us or our co-investors, we would acquire control of Ampere and its results would be consolidated with our results of operations. Ampere has generated net losses in the past and we currently expect such entity to generate net losses in future periods that we may need to consolidate into our results of operations in future periods."}
-{"_id": "ORCL20230350", "title": "ORCL Index to Financial Statements", "text": "Changes in currency exchange rates can adversely affect customer demand and our revenue and profitability. We conduct a significant number of transactions and hold cash in currencies other than the U.S. Dollar. Changes in the values of major foreign currencies, particularly the Australian Dollar, British Pound, Brazilian Real, Canadian Dollar, Euro, Indian Rupee, Japanese Yen and Saudi Riyal, relative to the U.S. Dollar can significantly affect our total assets, revenues, operating results and cash flows, which are reported in U.S. Dollars. Fluctuations in foreign currency rates, including the strengthening of the U.S. Dollar against the Euro and most other major international currencies, adversely affects our revenue growth in terms of the amounts that we report in U.S. Dollars after converting our foreign currency results into U.S. Dollars and in terms of actual demand for our products and services as certain of these products may become relatively more expensive for foreign currency-based enterprises to purchase. In addition, currency variations can adversely affect margins on sales of our products in countries outside of the U.S. Generally, our reported revenues and operating results are adversely affected when the dollar strengthens relative to other currencies and are positively affected when the dollar weakens. In addition, our reported assets generally are adversely affected when the dollar strengthens relative to other currencies as a portion of our consolidated cash and bank deposits, among other assets, are held in foreign currencies and reported in U.S. Dollars."}
-{"_id": "ORCL20230352", "title": "ORCL Index to Financial Statements", "text": "In addition, we incur foreign currency transaction gains and losses, primarily related to sublicense fees and other intercompany agreements among us and our subsidiaries that we expect to cash settle in the near term, which are charged to earnings in the period incurred. We have a program which primarily utilizes foreign currency forward contracts designed to offset the risks associated with certain foreign currency exposures. We may suspend the program from time to time. As part of this program, we enter into foreign currency forward contracts so that increases or decreases in our foreign currency exposures are offset at least in part by gains or losses on the foreign currency forward contracts in an effort to mitigate the risks and volatility associated with our foreign currency transaction gains or losses. A large portion of our consolidated operations are international, and we expect that we will continue to realize gains or losses with respect to our foreign currency exposures, net of gains or losses from our foreign currency forward contracts, including the cost to obtain such contracts. For example, we will experience foreign currency gains and losses in certain instances if it is not possible or cost-effective to hedge our foreign currency exposures, if our hedging efforts are ineffective, or should we suspend our foreign currency forward contract program. Our ultimate realized loss or gain with respect to currency fluctuations will generally depend on the size and type of cross-currency exposures that we enter into, the currency exchange rates associated with these exposures and changes in those rates, whether we have entered into foreign currency forward contracts to offset these exposures and any related fees paid to purchase such contracts, and other factors. All of these factors could materially impact our results of operations, financial position and cash flows."}
-{"_id": "ORCL20230354", "title": "ORCL Index to Financial Statements", "text": "We have incurred foreign currency losses associated with the devaluation of currencies in certain highly inflationary economies relative to the U.S. Dollar. We could incur future losses in emerging market countries and other countries where we do business should their currencies become designated as highly inflationary."}
-{"_id": "ORCL20230355", "title": "ORCL Index to Financial Statements", "text": "There are risks associated with our outstanding and future indebtedness. As of May 31, 2024, we had an aggregate of $86.9 billion of outstanding indebtedness that will mature between calendar year 2024 and calendar year 2061. Our ability to pay interest and repay the principal for our indebtedness is dependent upon our ability to manage our business operations, generate sufficient cash flows to service such debt and the other factors discussed in this Risk Factors section. There can be no assurance that we will be able to manage any of these risks successfully."}
-{"_id": "ORCL20230356", "title": "ORCL Index to Financial Statements", "text": "We expect to refinance a portion of our outstanding debt as it matures. There is a risk that we may not be able to refinance existing debt or that the terms of any refinancing may not be as favorable as the terms of our existing debt. Furthermore, if prevailing interest rates or other factors at the time of refinancing result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase."}
-{"_id": "ORCL20230357", "title": "ORCL Index to Financial Statements", "text": "Should we incur future increases in interest expense, our ability to utilize certain of our foreign tax credits to reduce our U.S. federal income tax could be limited, which could unfavorably affect our provision for income taxes and effective tax rate. In addition, changes to our outlook or credit rating or a withdrawal by any rating agency could negatively affect the value of both our debt and equity securities and increase the interest amounts we pay on certain outstanding or future debt. These risks could adversely affect our financial condition and results of operations."}
-{"_id": "ORCL20230359", "title": "ORCL Risks Related to Our Common Stock", "text": "Our stock price could become more volatile and your investment could lose value. All of the factors discussed within this Risk Factors section could affect our stock price. The timing of announcements in the public market by us or by our competitors regarding new cloud services, products, product enhancements, technological advances, acquisitions or major transactions could also affect our stock price. Changes in the amounts and frequency of stock repurchases or dividends could affect our stock price. Our stock price could also be affected by factors, some of which are beyond our control, including, among others: speculation in the press, social media and the analyst community; changes in recommendations or earnings related estimates by financial analysts; changes in investors\u2019 or analysts\u2019 valuation measures for our stock; negative analyst surveys or channel check surveys; earnings announcements where our financial results differ from our guidance or investors\u2019 expectations; our credit ratings; dissemination of inaccurate information or misinformation about our business and results of operations (including through the malicious use of generative AI tools); and market trends unrelated to our performance. The stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. A significant drop in our stock price could also expose us to the risk of securities class action lawsuits, which could result in substantial costs and divert management\u2019s attention and resources, which could adversely affect our business."}
-{"_id": "ORCL20230360", "title": "ORCL Risks Related to Our Common Stock", "text": "We cannot guarantee that our stock repurchase program will be fully implemented or that it will enhance long-term stockholder value. Our repurchase program does not have an expiration date and we are not obligated to repurchase a specified number or dollar value of shares. Further, our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time. However, we do not expect to increase the amount of stock repurchases until our gross debt is reduced below certain thresholds. Even if fully implemented, our stock repurchase program may not enhance long-term stockholder value."}
-{"_id": "ORCL20230366", "title": "ORCL General Risks", "text": "Economic, political and market conditions can adversely affect our business, results of operations and financial condition, including our revenue growth and profitability, which in turn could adversely affect our stock price. Our business is influenced by a range of factors that are beyond our control and that we have no comparative advantage in forecasting. These include: \u2022general economic and business conditions; \u2022overall demand for enterprise cloud, license and hardware products and services; \u2022governmental budgetary constraints or shifts in government spending priorities; and"}
-{"_id": "ORCL20230368", "title": "ORCL Index to Financial Statements", "text": " \u2022general legal, regulatory and political developments."}
-{"_id": "ORCL20230369", "title": "ORCL Index to Financial Statements", "text": "Macroeconomic developments such as the global or regional economic effects resulting from elevated inflation and interest rates, limited liquidity, adverse developments affecting financial institutions, the current wars, evolving trade policies between the U.S. and international trade partners, or the occurrence of similar events in other countries that lead to uncertainty or instability in economic, political or market conditions could negatively affect our business, operating results, financial condition and outlook, which, in turn, could adversely affect our stock price. Any general weakening of, and related declining corporate confidence in, the global economy or the curtailment of government or corporate spending could cause current or potential customers to reduce or eliminate their IT budgets and spending, which could cause customers to delay, decrease or cancel purchases of our products and services or cause customers not to pay us or to delay paying us for previously purchased products and services. If any parties with whom we conduct business or invest our cash or cash equivalents are unable to meet their obligations to us, our business could be adversely affected. Bank failures or issues in the broader U.S. or global financial systems may have an impact on the broader capital markets and, in turn, our ability to access those markets."}
-{"_id": "ORCL20230370", "title": "ORCL Index to Financial Statements", "text": "In addition, international, regional or domestic political unrest and the related potential impact on global stability, terrorist attacks and the potential for other hostilities in various parts of the world, public health crises and natural disasters continue to contribute to a climate of economic and political uncertainty that could adversely affect our results of operations and financial condition, including our revenue growth and profitability. These factors generally have the strongest effect on our sales of cloud license and on-premise license, hardware and related services and, to a lesser extent, also may affect our renewal rates for license support and our subscription-based cloud offerings."}
-{"_id": "ORCL20230371", "title": "ORCL Index to Financial Statements", "text": "Business disruptions could adversely affect our operating results. A significant portion of our critical business operations are concentrated in a few geographic areas, some of which include emerging market international locations that may be less stable relative to running such business operations solely within the U.S. We are a highly automated business and a disruption or failure of our systems, supply chains and processes could cause delays in completing sales, providing services, including some of our cloud offerings, and enabling a seamless customer experience with respect to our customer facing back-office processes. Although the Oracle Cloud is designed to automatically redirect traffic to an alternate facility, in the event of a severe impact to one facility, a major natural disaster, political, social or other disruption to infrastructure that supports our operations or other catastrophic event or the effects of climate change (such as increased storm severity, drought and pandemics) that results in the destruction or disruption of any of our critical business operations, supply chains or IT systems could severely affect our ability to conduct normal business operations and, as a result, our future operating results could be materially and adversely affected."}
-{"_id": "ORCL20230373", "title": "ORCL Unresolved Staff Comments", "text": "None."}
-{"_id": "ORCL20230375", "title": "ORCL Cybersecurity", "text": "Our overall information security risk management approach is designed to enable us to assess, identify and manage major risk exposures, including from material risks from cybersecurity threats, in a timely manner. As part of our information security risk management program, we perform risk assessments in which we map and prioritize information security risks identified through the processes described below. These assessments inform our information security risk management strategies and oversight processes and we view cybersecurity risks as one of the key risk categories we face."}
-{"_id": "ORCL20230377", "title": "ORCL Cybersecurity", "text": "We believe that Oracle is a target for computer hackers, cyber threats and other bad actors because our products and services store, retrieve, process and manage large amounts of data, including sensitive data. We and our vendors are regularly subject to attempts by third parties to identify and exploit product and service vulnerabilities, penetrate or bypass our security measures and gain unauthorized access to our or our customers\u2019, partners\u2019 and suppliers\u2019 software, hardware and cloud offerings, networks and systems. During fiscal 2024, we did not identify any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected us, including our business strategy, results of operations or financial condition. However, if a cyberattack or other security incident results in unauthorized access to or modification or exfiltration of our customers\u2019 or suppliers\u2019 data, other external data, our own data or our IT systems, or if the services we provide to our customers are disrupted, or"}
-{"_id": "ORCL20230379", "title": "ORCL Index to Financial Statements", "text": "if our products or services are reported to have (or are perceived as having) security vulnerabilities, we could incur significant expenses and suffer substantial damage to our brand and reputation. Refer to \u201cData Privacy, Cybersecurity and Intellectual Property Risks\u201d in Risk Factors included in Item 1A within this Annual Report for additional discussion of the challenges we encounter with respect to cybersecurity risks."}
-{"_id": "ORCL20230380", "title": "ORCL Index to Financial Statements", "text": "Our corporate security and information security programs are designed to help us prevent, prepare for, detect, respond to and recover from cybersecurity threats. We leverage industry standard security frameworks to evaluate our security controls. Relevant personnel collaborate with subject matter experts throughout the process to identify and assess material cybersecurity threats, evaluate their severity, and explore ways to mitigate a potential security incident. We continually conduct security and privacy reviews to pinpoint risks associated with our products, services and enterprise. We also employ various monitoring tools to track suspicious or anomalous activity across our networks, systems, and data, and we simulate cyber threats to proactively address vulnerabilities. Finally, we routinely train our employees on cybersecurity matters."}
-{"_id": "ORCL20230381", "title": "ORCL Index to Financial Statements", "text": "This program includes processes for triaging, assessing the severity of, escalating, containing, investigating and remediating information security events, as well as meeting legal obligations and minimizing customer impact and brand and reputational damage. In addition, we maintain insurance to protect against potential losses arising from a cybersecurity incident. Periodic tabletop exercises are conducted to test and reinforce our incident response controls, with incident severity and priority assessed on an ongoing basis."}
-{"_id": "ORCL20230382", "title": "ORCL Index to Financial Statements", "text": "We also conduct external and internal risk management audits to assess and report on our internal incident response preparedness and help identify areas for continued focus and improvement. We conduct periodic penetration testing to identify vulnerabilities in our products, services, and systems. We also undergo security-related industry certifications and attestations by external auditors, including System and Organization Controls (SOC) 1, SOC 2, International Organization for Standardization (ISO) 27001, 27017 and 27018, Cloud Security Alliance Security Trust Assurance and Risk (CSA STAR), Payment Card Industry Data Security Standard (PCI DSS) and other compliance frameworks. Additionally, our vendor risk management program identifies and mitigates risks associated with third-party service providers, including those within our supply chain and those with access to our customer or employee data or systems. We use the findings from these and other processes to review our information security practices, procedures and technologies."}
-{"_id": "ORCL20230383", "title": "ORCL Index to Financial Statements", "text": "Cybersecurity is an important area of focus for our Board of Directors. Our information security risk management program is designed to allow our Board of Directors to establish a mutual understanding with management of the effectiveness of our information security risk management practices and capabilities, including the division of responsibilities for reviewing our information security risk exposure and risk tolerance, tracking emerging information risks and ensuring proper escalation of certain key risks for periodic review by the Board of Directors and its committees. As part of its broader risk oversight activities, the Board of Directors oversees risks from cybersecurity risks, both directly and through the Finance and Audit Committee (F&A Committee). As reflected in its charter, the F&A Committee assists the Board of Directors with the management and assessment of privacy and data security risk and is responsible for reviewing and discussing with management privacy and data security risk exposures, including, among other things, the potential impacts of those exposures on our business, financial results, operations and reputation. The F&A Committee also oversees our internal controls over financial reporting, including with respect to financial reporting-related information systems."}
-{"_id": "ORCL20230385", "title": "ORCL Index to Financial Statements", "text": "As an element of its information security risk management oversight activities, the F&A Committee reviews the results of our incident response control tests, external and internal audits and penetration testing and oversees our vendor risk management program. The F&A Committee also receives quarterly updates regarding cybersecurity matters from senior management, including Mr. Screven, our Executive Vice President and Chief Corporate Architect (Chief Corporate Architect). In turn, the F&A Committee reports to the full Board of Directors on a quarterly basis regarding the F&A Committee\u2019s cybersecurity risk oversight activities. We also have Board members with expansive knowledge and expertise in the area of cybersecurity. In addition to these regularly scheduled updates, our Chief Corporate Architect, Chief Privacy Officer and Head of Global Information Security may also report to the F&A Committee on how certain information security risks are being managed and progress towards agreed mitigation goals, as well as any potential material risks from cybersecurity threats that have been detected by the information security team."}
-{"_id": "ORCL20230387", "title": "ORCL Index to Financial Statements", "text": "Our Chief Corporate Architect is responsible for day-to-day identification, assessment and management of the information security risks we face. Our Chief Corporate Architect studied computer science at Carnegie Mellon University and has been with Oracle since 1986 in a number of positions. In his current role as Chief Corporate Architect, he drives technology and architecture decisions across all Oracle products and leads companywide strategic initiatives, including with respect to industry standards and security, to ensure that product development is consistent with Oracle\u2019s overall long-term strategy."}
-{"_id": "ORCL20230388", "title": "ORCL Index to Financial Statements", "text": "Our Chief Corporate Architect is supported by team members who have relevant educational and industry experience. These team members provide regular reports to the Chief Corporate Architect and work closely with our Chief Privacy Officer and include personnel dedicated to information security, product security, and physical security. Informed by the processes and practices discussed under \u201cRisk Management and Strategy\u201d above, team members escalate cybersecurity threats and incidents to the Chief Corporate Architect, who assesses the severity of such threats and incidents for inclusion in quarterly update to the F&A Committee where appropriate. In addition to the ordinary-course Board of Directors and F&A Committee reporting and oversight described above, we also maintain disclosure controls and procedures designed for prompt reporting to the Board of Directors and timely public disclosure, as appropriate, of material events covered by our risk management framework, including cybersecurity risks."}
-{"_id": "ORCL20230391", "title": "ORCL Properties", "text": "Our properties consist of owned and leased office facilities for cloud operations, sales, support, research and development, services, manufacturing and administrative and other functions. Our headquarters facility consists of approximately 0.9 million square feet in Austin, Texas, all of which we own. We also own or lease other facilities for current use consisting of approximately 27.7 million square feet in various other locations in the U.S. and abroad. Approximately 9.1 million square feet, or 32%, of our total owned and leased space is sublet or is being actively marketed for sublease or disposition. We lease our principal internal manufacturing facility for our hardware products in Hillsboro, Oregon. Our cloud operations deliver our Oracle Cloud Services through the use of global data centers, substantially all of which were leased through colocation suppliers. We believe that our facilities are in good condition and suitable for the conduct of our business."}
-{"_id": "ORCL20230394", "title": "ORCL Legal Proceedings", "text": "The material set forth in Note 13 (pertaining to information regarding contingencies related to our income taxes) and Note 16 (pertaining to information regarding legal contingencies) of Notes to Consolidated Financial Statements in Item 15 of this Annual Report is incorporated herein by reference."}
-{"_id": "ORCL20230397", "title": "ORCL Mine Safety Disclosures", "text": "Not applicable."}
-{"_id": "ORCL20230399", "title": "ORCL Index to Financial Statements", "text": "Market for Registrant\u2019s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities"}
-{"_id": "ORCL20230400", "title": "ORCL Index to Financial Statements", "text": "Our common stock is traded on the New York Stock Exchange under the symbol \u201cORCL.\u201d According to the records of our transfer agent, we had 6,921 stockholders of record as of May 31, 2024."}
-{"_id": "ORCL20230401", "title": "ORCL Index to Financial Statements", "text": "For equity compensation plan information, please refer to Item 12 in Part III of this Annual Report."}
-{"_id": "ORCL20230403", "title": "ORCL Stock Repurchase Program", "text": "Our Board of Directors has approved a program for us to repurchase shares of our common stock. As of May 31, 2024, approximately $7.0 billion remained available for stock repurchases pursuant to our stock repurchase program."}
-{"_id": "ORCL20230404", "title": "ORCL Stock Repurchase Program", "text": "Our stock repurchase authorization does not have an expiration date and the pace of our repurchase activity will depend on factors such as our working capital needs, our cash requirements for acquisitions and dividend payments, our debt repayment obligations or repurchases of our debt, our stock price, and economic and market conditions. Our stock repurchases may be effected from time to time through open market purchases or pursuant to a Rule 10b5-1 trading plan. Our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time."}
-{"_id": "ORCL20230411", "title": "ORCL Stock Repurchase Program", "text": "The following table summarizes the stock repurchase activity for the three months ended May 31, 2024 and the approximate dollar value of shares that may yet be purchased pursuant to our stock repurchase program: (in millions, except per share amounts)##Total Number of Shares Purchased####Average Price Paid per Share##Total Number of Shares Purchased as Part of Publicly Announced Program####Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program March 1, 2024\u2014March 31, 2024##0.4##$##121.76##0.4##$##7,065.6 April 1, 2024\u2014April 30, 2024##0.4##$##119.95##0.4##$##7,014.0 May 1, 2024\u2014May 31, 2024##0.4##$##119.69##0.4##$##6,962.3 Total##1.2##$##120.42##1.2####"}
-{"_id": "ORCL20230414", "title": "ORCL Stock Performance Graph and Cumulative Total Return", "text": "The graph below compares the cumulative total stockholder return on our common stock with the cumulative total return of the S&P 500 Index and the Dow Jones U.S. Technology Total Return Index for each of the last five fiscal years ended May 31, 2024, assuming an investment of $100 at the beginning of such period and the reinvestment of any dividends. The comparisons in the graphs below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our common stock."}
-{"_id": "ORCL20230416", "title": "ORCL COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*", "text": "Among Oracle Corporation, the S&P 500 Index and the Dow Jones U.S. Technology Total Return Index"}
-{"_id": "ORCL20230422", "title": "ORCL INDEX-INCLUDING REINVESTMENT OF DIVIDENDS", "text": " ##5/19##5/20##5/21##5/22##5/23##5/24 Oracle Corporation##100.0##108.1##161.0##149.2##223.6##250.9 S&P 500 Index##100.0##112.8##158.3##157.9##162.5##208.3 Dow Jones U.S. Technology Total Return Index##100.0##139.1##205.9##197.5##234.9##329.3"}
-{"_id": "ORCL20230426", "title": "ORCL Index to Financial Statements", "text": "Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations"}
-{"_id": "ORCL20230427", "title": "ORCL Index to Financial Statements", "text": "We begin Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations with an overview of our businesses and significant trends. This overview is followed by a summary of our critical accounting estimates that we believe are important to understanding significant assumptions and judgments incorporated in our reported financial results. We then provide a more detailed analysis of our results of operations and financial condition for fiscal 2024 compared to fiscal 2023. A discussion regarding our financial condition and results of operations for fiscal 2023 compared to fiscal 2022 can be found in Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended May 31, 2023, as filed with the SEC on June 20, 2023, which is available free of charge on the SEC\u2019s website at www.sec.gov and on our Investor Relations website at www.oracle.com/investor."}
-{"_id": "ORCL20230429", "title": "ORCL Business Overview", "text": "Oracle provides products and services that address enterprise IT needs. Our products and services include enterprise applications and infrastructure offerings that are delivered worldwide through a variety of flexible and interoperable IT deployment models. These models include on-premise, cloud-based and hybrid deployments (an approach that combines both on-premise and cloud-based deployments). Accordingly, we offer choice and flexibility to our customers and facilitate the product, service and deployment combinations that best suit our customers\u2019 needs. Through our worldwide sales force and Oracle Partner Network, we sell to customers all over the world including businesses of many sizes, government agencies, educational institutions and resellers."}
-{"_id": "ORCL20230430", "title": "ORCL Business Overview", "text": "We have three businesses: cloud and license; hardware; and services; each of which comprises a single operating segment. The descriptions set forth below as a part of this Item 7 Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations and the information contained within Item 1 Business and Note 14 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report provide additional information related to our businesses and operating segments and align to how our chief operating decision makers (CODMs), which are our Chief Executive Officer and Chief Technology Officer, view our operating results and allocate resources."}
-{"_id": "ORCL20230433", "title": "ORCL Cloud and License Business", "text": "Our cloud and license business, which represented 84% and 83% of our total revenues in fiscal 2024 and 2023, respectively, markets, sells and delivers a broad spectrum of enterprise applications and infrastructure technologies through our cloud and license offerings. Revenue streams included in our cloud and license business are: \u2022Cloud services and license support revenues, which include:"}
-{"_id": "ORCL20230434", "title": "ORCL Cloud and License Business", "text": "ocloud services revenues, which are earned by providing customers access to Oracle Cloud applications and infrastructure technologies via cloud-based deployment models that Oracle develops, provides unspecified updates and enhancements for, deploys, hosts, manages and supports and that customers access by entering into a subscription agreement with us for a stated period. Oracle Cloud Services arrangements generally: are billed in advance of the cloud services being delivered; have durations of one to four years; are renewed at the customer\u2019s option; and are recognized as revenues ratably over the contractual period of the cloud contract or, in the case of usage model contracts, as the cloud services are consumed over time; and"}
-{"_id": "ORCL20230436", "title": "ORCL Cloud and License Business", "text": "olicense support revenues, which are earned by providing Oracle license support services to customers that have elected to purchase support services in connection with the purchase of Oracle applications and infrastructure software licenses for use in cloud, on-premise and other IT environments. Substantially all license support customers renew their support contracts with us upon expiration in order to continue to benefit from technical support services and the periodic issuance of unspecified updates and enhancements, which current license support customers are entitled to receive. License support contracts are generally priced as a percentage of the net fees paid by the customer to purchase a cloud license and/or on-premise license; are generally billed in advance of the support services being performed; are generally renewed at the customer\u2019s option; and are generally recognized as revenues ratably over the contractual period that the support services are provided, which is generally one year."}
-{"_id": "ORCL20230438", "title": "ORCL Index to Financial Statements", "text": " \u2022Cloud license and on-premise license revenues, which include revenues from the licensing of our software products including Oracle Applications, Oracle Database, Oracle Middleware and Java, among others, which our customers deploy within cloud-based, on-premise or other IT environments. Our cloud license and on-premise license transactions are generally perpetual in nature and are generally recognized as revenues up front at the point in time when the software is made available to the customer to download and use. Revenues from usage-based royalty arrangements for distinct cloud licenses and on-premise licenses are recognized at the point in time when the software end user usage occurs. The timing of a few large license transactions can substantially affect our quarterly license revenues due to the point-in-time nature of revenue recognition for license transactions, which is different than the typical revenue recognition pattern for our cloud services and license support revenues in which revenues are recognized over time. Cloud license and on-premise license customers have the option to purchase and renew license support contracts, as further described above."}
-{"_id": "ORCL20230439", "title": "ORCL Index to Financial Statements", "text": "Providing choice and flexibility to our customers as to when and how they deploy Oracle applications and infrastructure technologies are important elements of our corporate strategy. In recent periods, customer demand for our applications and infrastructure technologies delivered through our Oracle Cloud Services has increased. To address customer demand and enable customer choice, we have certain programs for customers to pivot their applications and infrastructure software licenses and the related license support to the Oracle Cloud for new deployments and to migrate to and expand with the Oracle Cloud for their existing workloads. The proportion of our cloud services revenues relative to our total revenues has increased and we expect this trend to continue. Cloud services revenues represented 37%, 32% and 25% of our total revenues during fiscal 2024, 2023 and 2022, respectively."}
-{"_id": "ORCL20230440", "title": "ORCL Index to Financial Statements", "text": "Our cloud and license business\u2019 revenue growth is affected by many factors, including the strength of general economic and business conditions; governmental budgetary constraints; the strategy for and competitive position of our offerings; customer satisfaction with our offerings; the continued renewal of our cloud services and license support customer contracts by the customer contract base; substantially all customers continuing to purchase license support contracts in connection with their license purchases; the pricing of license support contracts sold in connection with the sales of licenses; the pricing, amounts and volumes of licenses and cloud services sold; our ability to manage Oracle Cloud capacity requirements to meet existing and prospective customer demand; and foreign currency rate fluctuations."}
-{"_id": "ORCL20230443", "title": "ORCL Index to Financial Statements", "text": "On a constant currency basis, we expect that our total cloud and license revenues generally will continue to increase due to: \u2022expected growth in our cloud services offerings; and \u2022continued demand for our cloud license and on-premise license and license support offerings."}
-{"_id": "ORCL20230444", "title": "ORCL Index to Financial Statements", "text": "We believe these factors should contribute to future growth in our cloud and license business\u2019 total revenues, which should enable us to continue to make investments in research and development and our cloud operations to develop, improve, increase the capacity of and expand the geographic footprint of our cloud and license products and services."}
-{"_id": "ORCL20230446", "title": "ORCL Index to Financial Statements", "text": "Our cloud and license business\u2019 margin has historically trended upward over the course of the four quarters within a particular fiscal year due to the historical upward trend of our cloud and license business\u2019 revenues over those quarterly periods and because the majority of our costs for this business are generally fixed in the short term. The historical upward trend of our cloud and license business\u2019 revenues over the course of the four quarters within a particular fiscal year is primarily due to the addition of new cloud services and license support contracts to the customer contract base that we generally recognize as revenues ratably or based upon customer usage over the respective contractual terms and the renewal of existing customers\u2019 cloud services and license support contracts over the course of each fiscal year that we generally recognize as revenues in a similar manner; and the historical upward trend of our cloud license and on-premise license revenues, which we generally recognize at a point in time upon delivery; in each case over those four fiscal quarterly periods."}
-{"_id": "ORCL20230449", "title": "ORCL Hardware Business", "text": "Our hardware business, which represented 6% of our total revenues in each of fiscal 2024 and 2023, provides a broad selection of enterprise hardware products and hardware-related software products including Oracle Engineered Systems, servers, storage, industry-specific hardware offerings, operating systems, virtualization, management and other hardware-related software and related hardware support. Each hardware product and its related software, such as an operating system or firmware, are highly interdependent and interrelated and are accounted for as a combined performance obligation. The revenues for this combined performance obligation are generally recognized at the point in time that the hardware product and its related software are delivered to the customer and ownership is transferred to the customer. We expect to continue to make investments in research and development to improve existing hardware products and services and to develop new hardware products and services. The majority of our hardware products are sold through indirect channels, including independent distributors and value-added resellers. Our hardware support offerings provide customers with unspecified software updates for software components that are essential to the functionality of our hardware products and associated software products. Our hardware support offerings can also include product repairs, maintenance services and technical support services. Hardware support contracts are entered into and renewed at the option of the customer, are generally priced as a percentage of the net hardware products fees and are generally recognized as revenues ratably as the hardware support services are delivered over the contractual terms."}
-{"_id": "ORCL20230450", "title": "ORCL Hardware Business", "text": "We generally expect our hardware business to have lower operating margins as a percentage of revenues than our cloud and license business due to the incremental costs we incur to produce and distribute these products and to provide support services, including direct materials and labor costs."}
-{"_id": "ORCL20230451", "title": "ORCL Hardware Business", "text": "Our quarterly hardware revenues are difficult to predict. Our hardware revenues, cost of hardware and hardware operating margins that we report are affected by many factors, including our manufacturing partners\u2019 abilities to timely manufacture or deliver a few large hardware transactions; our strategy for and the position of our hardware products relative to competitor offerings; customer demand for competing offerings, including cloud infrastructure offerings; the strength of general economic and business conditions; governmental budgetary constraints; whether customers decide to purchase hardware support contracts at or in close proximity to the time of hardware product sale; the percentage of our hardware support contract customer base that renews its support contracts; and the close association between hardware products, which have a finite life, and customer demand for related hardware support as hardware products age; customer decisions to either maintain or upgrade their existing hardware infrastructure to newly developed technologies that are available; and foreign currency rate fluctuations."}
-{"_id": "ORCL20230453", "title": "ORCL Services Business", "text": "Our services business, which represented 10% and 11% of our total revenues in fiscal 2024 and 2023, respectively, helps customers and partners maximize the performance of their investments in Oracle applications and infrastructure technologies. We believe that our services are differentiated based on our focus on Oracle technologies, extensive experience, broad sets of intellectual property and best practices. Our services offerings include consulting services and advanced customer services. Our services business has lower margins than our cloud and license and hardware businesses. Our services revenues are affected by many factors including our strategy for, and the competitive position of, our services; customer demand for our cloud and license and hardware offerings and the related services that we may market and sell in connection with these offerings; general economic conditions; governmental budgetary constraints; personnel reductions in our customers\u2019 IT departments; tighter controls over customer discretionary spending; and foreign currency rate fluctuations."}
-{"_id": "ORCL20230456", "title": "ORCL Acquisitions", "text": "Our selective and active acquisition program is another important element of our corporate strategy. Historically, we have invested billions of dollars to acquire a number of complementary companies, products, services and technologies. We acquired certain companies and technologies during fiscal 2024 and 2023, including Cerner in fiscal 2023. Refer to Note 2 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for additional information related to our acquisition of Cerner and our other recent acquisitions. As compelling"}
-{"_id": "ORCL20230458", "title": "ORCL Index to Financial Statements", "text": "opportunities become available, we may acquire companies, products, services and technologies in furtherance of our corporate strategy."}
-{"_id": "ORCL20230459", "title": "ORCL Index to Financial Statements", "text": "We believe that we can fund our future acquisitions with our internally available cash, cash equivalents and marketable securities balances, cash generated from operations, additional borrowings or from the issuance of additional securities. We estimate the financial impact of any potential acquisition with regard to earnings, operating margin, cash flows and return on invested capital targets, among others, before deciding to move forward with an acquisition."}
-{"_id": "ORCL20230461", "title": "ORCL Investment in Ampere Computing Holdings LLC", "text": "From time to time since 2017, we have made investments in Ampere, a related party entity, in the form of equity and convertible debt instruments. The total carrying value of our investments in Ampere, after accounting for losses under the equity method of accounting, was $1.5 billion and $1.2 billion as of May 31, 2024 and 2023, respectively. We currently expect Ampere to continue to generate net losses in future periods but we remain confident in the long-term potential of Ampere\u2019s server chips."}
-{"_id": "ORCL20230462", "title": "ORCL Investment in Ampere Computing Holdings LLC", "text": "Our equity investments in Ampere represent an ownership interest of approximately 29% as of May 31, 2024 and 2023. We also own convertible debt investments in Ampere which, under the terms of an agreement with Ampere and other co-investors, will mature in June 2026 and are convertible into equity securities at the holder\u2019s option under certain circumstances. During the fiscal year ended May 31, 2024, we invested an aggregate of $600 million in convertible debt instruments issued by Ampere. In accordance with the terms of an agreement with other co-investors, we are also a counterparty to certain put (exercisable by a co-investor) and call (exercisable by Oracle) options at prices of approximately $400 million to $1.5 billion, respectively, to acquire additional equity interests in Ampere from our co-investors through January 2027. If either of such options is exercised by us or our co-investors, we would obtain control of Ampere and consolidate its results with our results of operations."}
-{"_id": "ORCL20230464", "title": "ORCL Critical Accounting Estimates", "text": "Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP), which requires us to make certain estimates, judgments and assumptions that can affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure. Critical accounting estimates are those estimates that involve a significant level of estimation uncertainty and have had, or are reasonably likely to have, a material impact on our financial condition or results of operations. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. To the extent that there are differences between these estimates, judgments or assumptions and actual results, our financial statements will be affected. We have critical accounting estimates in the areas of business combinations, income taxes and non-marketable investments. Refer to Note 1 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for more discussion of our significant accounting policies."}
-{"_id": "ORCL20230467", "title": "ORCL Business Combinations", "text": "In accordance with the provisions of Accounting Standards Codification (ASC) 805, Business Combinations, we use our best estimates and assumptions, which are inherently uncertain and subject to refinement, to recognize and measure assets acquired and liabilities assumed, including intangible assets and pre-acquisition contingencies, at the acquisition date as well as any contingent consideration, where applicable. Although we believe that the assumptions and estimates we have made in the past have been reasonable and appropriate, they are based in part on historical experience and information obtained from the management of the acquired companies and are inherently uncertain. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. As a result, during the measurement period, which may be up to one year from the business acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of a business acquisition\u2019s measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations."}
-{"_id": "ORCL20230469", "title": "ORCL Index to Financial Statements", "text": "For a given business acquisition, we may identify certain pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts."}
-{"_id": "ORCL20230470", "title": "ORCL Index to Financial Statements", "text": "If we cannot reasonably determine the fair value of a non-income tax related pre-acquisition contingency by the end of the measurement period, which is generally the case given the nature of such matters, we will recognize an asset or a liability for such pre-acquisition contingency if: (1) it is probable that an asset existed or a liability had been incurred at the acquisition date and (2) the amount of the asset or liability can be reasonably estimated. Subsequent to the measurement period or final determination of the net asset values for the business combination, whichever comes first, changes in our estimates of such contingencies will affect earnings and could have a material effect on our results of operations and financial position."}
-{"_id": "ORCL20230471", "title": "ORCL Index to Financial Statements", "text": "In addition, uncertain tax positions and tax related valuation allowances assumed in a business combination are initially estimated as of the acquisition date. We reevaluate these items quarterly based upon facts and circumstances that existed as of the acquisition date with any adjustments to our preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the measurement period or our final determination of the tax allowance\u2019s or contingency\u2019s estimated value, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect our provision for income taxes in our consolidated statement of operations and could have a material impact on our results of operations and financial position."}
-{"_id": "ORCL20230473", "title": "ORCL Income Taxes", "text": "Judgment is required in determining our worldwide income tax provision. In the ordinary course of a global business, there are many transactions and calculations where the ultimate tax outcome is uncertain. Some of these uncertainties arise as a consequence of revenue sharing and cost reimbursement arrangements among related entities, the process of identifying items of revenues and expenses that qualify for preferential tax treatment, and the segregation of foreign and domestic earnings and expenses to avoid double taxation. Although we believe that our estimates are reasonable, the final tax outcome of these matters could be different from that which is reflected in our historical income tax provisions and accruals. Such differences could have a material effect on our income tax provision and net income in the period in which such determination is made."}
-{"_id": "ORCL20230474", "title": "ORCL Income Taxes", "text": "We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. In order for us to realize our deferred tax assets, we must be able to generate sufficient taxable income in those jurisdictions where the deferred tax assets are located. We consider future growth, forecasted earnings, future taxable income, the mix of earnings in the jurisdictions in which we operate, historical earnings, taxable income in prior years, if carryback is permitted under the law, and prudent and feasible tax planning strategies in determining the need for a valuation allowance. In the event we were to determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to the deferred tax assets valuation allowance would be charged to earnings in the period in which we make such a determination, or goodwill would be adjusted at our final determination of the valuation allowance related to an acquisition within the measurement period. If we later determine that it is more likely than not that the net deferred tax assets would be realized, we would reverse the applicable portion of the previously provided valuation allowance as an adjustment to our provision for income taxes at such time."}
-{"_id": "ORCL20230475", "title": "ORCL Income Taxes", "text": "We calculate our current and deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed during the subsequent year. Adjustments based on filed returns are generally recorded in the period when the global tax implications are known, which can materially impact our effective tax rate."}
-{"_id": "ORCL20230477", "title": "ORCL Income Taxes", "text": "The amount of income tax we pay is subject to ongoing audits by federal, state and foreign tax authorities, which often result in proposed assessments. Our estimate of the potential outcome for any uncertain tax issue may require certain judgments. A description of our accounting policies associated with tax related contingencies assumed as a part of a business combination is provided under \u201cBusiness Combinations\u201d above."}
-{"_id": "ORCL20230479", "title": "ORCL Index to Financial Statements", "text": "For those tax related contingencies that are not a part of a business combination, we account for these uncertain tax issues pursuant to ASC 740, Income Taxes, which contains a two-step approach to recognizing and measuring uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Although we believe that we have adequately reserved for our uncertain tax positions, no assurance can be given with respect to the final outcome of these matters. We adjust reserves for our uncertain tax positions due to changing facts and circumstances, such as the closing of a tax audit, judicial rulings, and refinement of estimates or realization of earnings or deductions that differ from our estimates. To the extent that the final outcome of these matters is different than the amounts recorded, such differences generally will impact our provision for income taxes in the period in which such a determination is made. Our provisions for income taxes include the impact of reserve provisions and changes to reserves that are considered appropriate and also include the related interest and penalties."}
-{"_id": "ORCL20230481", "title": "ORCL Non-Marketable Investments", "text": "We assess our non-marketable debt and equity investments for credit losses and impairment on a quarterly basis and as facts and circumstances change. Our analysis includes an assessment of various qualitative and quantitative factors, including the investee\u2019s historical financial results, current financial projections, rate of cash usage and assumptions regarding product acceptance and opportunity within the market. This analysis requires significant judgment in evaluating underlying factors. In some instances, investee specific information available to us to make this assessment may be limited or may be available on a delayed basis. If the investment is determined to be impaired, we adjust the carrying amount of such investment to its estimated fair value by recognizing a charge, which is included in non-operating expenses, net in our consolidated statements of operations. Estimating the fair value of an investment upon impairment involves a significant level of estimation, uncertainty and judgment. We may incur future losses due to impairments, which could have a material impact on our results of operations and financial position."}
-{"_id": "ORCL20230484", "title": "ORCL Presentation of Operating Segment Results and Other Financial Information", "text": "In our results of operations discussion below, we provide an overview of our total consolidated revenues, total consolidated operating expenses and total consolidated operating margin, all of which are presented on a GAAP basis. We also present a GAAP-based discussion below for substantially all of the other expense items as presented in our consolidated statements of operations that are not directly attributable to our three businesses."}
-{"_id": "ORCL20230485", "title": "ORCL Presentation of Operating Segment Results and Other Financial Information", "text": "In addition, we discuss below the results of each of our three businesses\u2014cloud and license, hardware and services\u2014which are our operating segments as defined pursuant to ASC 280, Segment Reporting. The financial reporting for our three businesses that is presented below is presented in a manner that is consistent with that used by our CODMs. Our operating segment presentation below reflects revenues, direct costs and sales and marketing expenses that correspond to and are directly attributable to each of our three businesses. We also utilize these inputs to calculate and present a segment margin for each of our three businesses in the discussion below."}
-{"_id": "ORCL20230487", "title": "ORCL Presentation of Operating Segment Results and Other Financial Information", "text": "Consistent with our internal management reporting processes, research and development expenses, general and administrative expenses, stock-based compensation expenses, amortization of intangible assets, certain other expense allocations, acquisition related and other expenses, restructuring expenses, interest expense, non-operating expenses, net and provision for income taxes are not attributed to our three operating segments because our management does not view the performance of our three businesses including such items and/or it is impracticable to do so. Refer to \u201cSupplemental Disclosure Related to Certain Charges\u201d below for additional discussion of certain of these items and Note 14 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for a reconciliation of the summations of total segment margin as presented in the discussion below to total income before income taxes as presented per our consolidated statements of operations for fiscal 2024 and 2023."}
-{"_id": "ORCL20230490", "title": "ORCL Constant Currency Presentation", "text": "Our international operations have provided, and are expected to continue to provide, a significant portion of each of our businesses\u2019 revenues and expenses. As a result, each of our businesses\u2019 revenues and expenses and our total revenues and expenses will continue to be affected by changes in the U.S. Dollar against major international currencies. In order to provide a framework for assessing how our underlying businesses performed, excluding the effects of foreign currency rate fluctuations, we compare the percent change in the results from one period to another period in this Annual Report using constant currency. To present this information, current and comparative prior period results for entities reporting in currencies other than U.S. Dollars are converted into U.S. Dollars at constant exchange rates (i.e., the rates in effect on May 31, 2023, which was the last day of our prior fiscal year) rather than the actual exchange rates in effect during the respective periods. For example, if an entity reporting in Euros had revenues of 1.0 million Euros from products sold on May 31, 2024 and 2023, our financial statements would reflect reported revenues of $1.09 million in fiscal 2024 (using 1.09 as the applicable average exchange rate for the period) and $1.08 million in fiscal 2023 (using 1.08 as the applicable average exchange rate for the period). The constant currency presentation, however, would translate the fiscal 2024 results using the fiscal 2023 exchange rate and indicate, in this example, no change in revenues between the periods compared. In each of the tables below, we present the percent change based on actual, unrounded results in reported currency and in constant currency."}
-{"_id": "ORCL20230516", "title": "ORCL Total Revenues and Operating Expenses (1)Comprised of Europe, the Middle East and Africa", "text": " ########Year Ended May 31,###### ########Percent Change###### (Dollars in millions)####2024##Actual####Constant####2023 Total Revenues by Geography:############## Americas##$##33,122##6%####6%##$##31,226 EMEA(1)####13,030##8%####5%####12,109 Asia Pacific####6,809##3%####6%####6,619 Total revenues####52,961##6%####6%####49,954 Total Operating Expenses####37,608##2%####2%####36,861 Total Operating Margin##$##15,353##17%####16%##$##13,093 Total Operating Margin %####29%##########26% % Revenues by Geography:############## Americas####62%##########63% EMEA####25%##########24% Asia Pacific####13%##########13% Total Revenues by Business:############## Cloud and license##$##44,464##8%####8%##$##41,086 Hardware####3,066##-6%####-7%####3,274 Services####5,431##-3%####-3%####5,594 Total revenues##$##52,961##6%####6%##$##49,954 % Revenues by Business:############## Cloud and license####84%##########83% Hardware####6%##########6% Services####10%##########11%"}
-{"_id": "ORCL20230518", "title": "ORCL Total Revenues and Operating Expenses (1)Comprised of Europe, the Middle East and Africa", "text": "Excluding the effects of foreign currency rate fluctuations, our total revenues increased in fiscal 2024 relative to fiscal 2023 due to growth in our cloud and license business\u2019 revenues, which were partially offset by a decline in our hardware business\u2019 and services business\u2019 revenues. The constant currency revenues increase in our cloud and license business in fiscal 2024 relative to fiscal 2023 was attributable to growth in our cloud services and license support revenues as customers purchased our applications and infrastructure technologies via cloud and license deployment models and also renewed their related cloud contracts and license support contracts to continue to gain access to the latest versions of our technologies and to receive support services, partially offset by a decrease in our cloud license and on-premise license revenues. In our hardware business, the constant currency decrease in revenues in fiscal 2024 was due to the emphasis we placed on the marketing and sale of our growing cloud-based infrastructure technologies and strategic hardware offerings and the de-emphasis of our sales and marketing efforts"}
-{"_id": "ORCL20230520", "title": "ORCL Index to Financial Statements", "text": "for non-strategic hardware products and related support services. In our services business, the constant currency decrease in revenues in fiscal 2024 was attributable to a decrease in revenues from each of our primary services offerings. In constant currency, the Americas, the EMEA and the Asia Pacific regions contributed 64%, 22% and 14%, respectively, of the constant currency total revenue growth during fiscal 2024."}
-{"_id": "ORCL20230521", "title": "ORCL Index to Financial Statements", "text": "Excluding the effects of foreign currency rate fluctuations, our total operating expenses increased in fiscal 2024 relative to fiscal 2023 due to higher cloud services and license support expenses, which were primarily due to higher infrastructure investments that were made to support the increase in our cloud services and license support revenues; higher research and development expenses, which were primarily due to higher employee related expenses; and higher acquisition related and other expenses, which were primarily due to certain asset impairment charges and certain litigation related charges. These constant currency increases in operating expenses were partially offset by lower sales and marketing expenses, which were primarily due to lower employee related expenses; lower hardware expenses; lower expenses for amortization of intangible assets as certain of our assets were fully amortized; lower general and administrative expenses; and lower restructuring expenses."}
-{"_id": "ORCL20230522", "title": "ORCL Index to Financial Statements", "text": "In constant currency, our total operating margin and total operating margin as a percentage of revenues increased in fiscal 2024 relative to fiscal 2023 due to higher revenues."}
-{"_id": "ORCL20230524", "title": "ORCL Supplemental Disclosure Related to Certain Charges", "text": "To supplement our consolidated financial information, we believe that the following information is helpful to an overall understanding of our past financial performance and prospects for the future."}
-{"_id": "ORCL20230534", "title": "ORCL Supplemental Disclosure Related to Certain Charges", "text": "Our operating results reported pursuant to GAAP included the following business combination accounting adjustments and expenses related to acquisitions and certain other expenses, including stock-based compensation, that affected our GAAP net income: ########Year Ended May 31,###### (in millions)####2024########2023## Amortization of intangible assets(1)##$##3,010######$##3,582## Acquisition related and other(2)####314########190## Restructuring(3)####404########490## Stock-based compensation, operating segments(4)####1,382########1,201## Stock-based compensation, R&D and G&A(4)####2,592########2,346## Income tax effects(5)####(2,459##)######(2,136##) ##$##5,243######$##5,673##"}
-{"_id": "ORCL20230542", "title": "ORCL Supplemental Disclosure Related to Certain Charges", "text": "(1)Represents the amortization of intangible assets, substantially all of which were acquired in connection with our acquisitions. As of May 31, 2024, estimated future amortization related to intangible assets was as follows (in millions): Fiscal 2025##$##2,303 Fiscal 2026####1,639 Fiscal 2027####672 Fiscal 2028####635 Fiscal 2029####561 Thereafter####1,080 Total intangible assets, net##$##6,890"}
-{"_id": "ORCL20230543", "title": "ORCL Supplemental Disclosure Related to Certain Charges", "text": "(2)Acquisition related and other expenses consist of personnel related costs for transitional and certain other employees, certain business combination adjustments including certain adjustments after the measurement period has ended and certain other operating items, net."}
-{"_id": "ORCL20230545", "title": "ORCL Supplemental Disclosure Related to Certain Charges", "text": "(3)Restructuring expenses in fiscal 2024 primarily related to employee severance in connection with the Fiscal 2024 Oracle Restructuring Plan (2024 Restructuring Plan). Restructuring expenses in fiscal 2023 primarily related to employee severance in connection with the Fiscal 2022 Oracle Restructuring Plan (2022 Restructuring Plan). Additional information regarding certain of our restructuring plans is provided in management\u2019s discussion below under \u201cRestructuring Expenses,\u201d and in Note 8 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report."}
-{"_id": "ORCL20230557", "title": "ORCL Index to Financial Statements", "text": "(4)Stock-based compensation was included in the following operating expense line items of our consolidated statements of operations (in millions): ######Year Ended May 31,#### ####2024######2023 Cloud services and license support##$##525####$##435 Hardware####23######18 Services####167######137 Sales and marketing####667######611 Stock-based compensation, operating segments####1,382######1,201 Research and development####2,225######1,983 General and administrative####367######363 Total stock-based compensation##$##3,974####$##3,547"}
-{"_id": "ORCL20230558", "title": "ORCL Index to Financial Statements", "text": "(5)For fiscal 2024 and 2023, the applicable jurisdictional tax rates applied to our income before income taxes after excluding the tax effects of items within the table above such as for stock-based compensation, amortization of intangible assets, restructuring, and certain acquisition related and other items, and after excluding the net deferred tax effects associated with a previously recorded income tax benefit that resulted from a partial realignment of our legal entity structure. These adjustments resulted in an effective tax rate of 19.2%, instead of 10.9%, for fiscal 2024 and 16.3%, instead of 6.8%, for fiscal 2023, which in each case represented our effective tax rates as derived per our consolidated statements of operations."}
-{"_id": "ORCL20230561", "title": "ORCL Cloud and License Business", "text": "Our cloud and license business engages in the sale and marketing of our applications and infrastructure technologies that are delivered through various deployment models and include: Oracle Cloud Services offerings; Oracle cloud license and on-premise license offerings; and Oracle license support offerings. Our cloud services deliver applications and infrastructure technologies on a subscription basis via cloud-based deployment models that we develop, provide unspecified updates and enhancements for, deploy, host, manage and support. Revenues for our cloud services are generally recognized ratably over the contractual term, which is generally one to four years, or in the case of usage model contracts, as the cloud services are consumed. Cloud license and on-premise license revenues represent fees earned from granting customers licenses, generally on a perpetual basis, to use our database and middleware and our applications software products within cloud and on-premise IT environments and are generally recognized up front at the point in time when the software is made available to the customer to download and use. License support revenues are typically generated through the sale of applications and infrastructure software license support contracts related to cloud licenses and on-premise licenses; are purchased by our customers at their option; and are generally recognized as revenues ratably over the contractual term, which is generally one year. We continue to place significant emphasis, both domestically and internationally, on direct sales through our own sales force. We also continue to market certain of our offerings through indirect channels. Costs associated with our cloud and license business are included in cloud services and license support expenses and sales and marketing expenses. These costs are largely personnel and infrastructure related including the cost of providing our cloud services and license support offerings, salaries and commissions earned by our sales force for the sale of our cloud and license offerings and marketing program costs."}
-{"_id": "ORCL20230589", "title": "ORCL Index to Financial Statements", "text": " ########Year Ended May 31,###### ########Percent Change###### (Dollars in millions)####2024##Actual####Constant####2023 Cloud and License Revenues:############## Americas##$##28,196##9%####9%##$##25,821 EMEA####10,771##8%####6%####9,930 Asia Pacific####5,497##3%####6%####5,335 Total revenues####44,464##8%####8%####41,086 Expenses:############## Cloud services and license support(1)####8,783##22%####21%####7,222 Sales and marketing(1)####7,167##-7%####-8%####7,738 Total expenses(1)####15,950##7%####6%####14,960 Total Margin##$##28,514##9%####9%##$##26,126 Total Margin %####64%##########64% % Revenues by Geography:############## Americas####64%##########63% EMEA####24%##########24% Asia Pacific####12%##########13% Revenues by Offerings:############## Cloud services##$##19,774##25%####24%##$##15,881 License support####19,609##1%####0%####19,426 Cloud license and on-premise license####5,081##-12%####-12%####5,779 Total revenues##$##44,464##8%####8%##$##41,086 Cloud Services and License Support Revenues by Ecosystem:############## Applications cloud services and license support##$##18,172##9%####9%##$##16,651 Infrastructure cloud services and license support####21,211##14%####13%####18,656 Total cloud services and license support revenues##$##39,383##12%####11%##$##35,307"}
-{"_id": "ORCL20230590", "title": "ORCL Index to Financial Statements", "text": "(1)Excludes stock-based compensation and certain expense allocations. Also excludes amortization of intangible assets and certain other GAAP-based expenses, which were not allocated to our operating segment results for purposes of reporting to and review by our CODMs, as further described under \u201cPresentation of Operating Segment Results and Other Financial Information\u201d above."}
-{"_id": "ORCL20230591", "title": "ORCL Index to Financial Statements", "text": "Excluding the effects of foreign currency rate fluctuations, our cloud and license business\u2019 total revenues increased in fiscal 2024 relative to fiscal 2023 due to growth in our cloud services and license support revenues as customers purchased our applications and infrastructure technologies via cloud and license deployment models and renewed their related cloud contracts and license support contracts to continue to gain access to the latest versions of our technologies and to receive support services for which we delivered such cloud and support services during the period presented. The growth in our cloud services and license support revenues was partially offset by a decrease in our cloud license and on-premise license revenues. In constant currency, the Americas, the EMEA and the Asia Pacific regions contributed 71%, 18% and 11%, respectively, of the constant currency revenue growth for this business during fiscal 2024."}
-{"_id": "ORCL20230592", "title": "ORCL Index to Financial Statements", "text": "In constant currency, our total cloud and license business\u2019 expenses increased in fiscal 2024 relative to fiscal 2023 primarily due to higher technology infrastructure expenses to support the increase in our cloud and license business\u2019 revenues. These constant currency expense increases were partially offset by lower sales and marketing expenses, which decreased primarily due to lower employee related expenses due to lower headcount. Our cloud services and license support expenses have grown in recent periods, and we expect this trend to continue during fiscal 2025 as we increase our existing data center capacity and establish data centers in new geographic locations in order to meet current and expected customer demand."}
-{"_id": "ORCL20230594", "title": "ORCL Index to Financial Statements", "text": "Excluding the effects of currency rate fluctuations, our cloud and license business\u2019 total margin increased in fiscal 2024 relative to fiscal 2023 due to increases in total revenues for this business. In constant currency, total margin as a percentage of revenues remained flat in fiscal 2024 relative to fiscal 2023."}
-{"_id": "ORCL20230615", "title": "ORCL Hardware Business", "text": "Our hardware business\u2019 revenues are generated from the sales of our Oracle Engineered Systems, server, storage and industry-specific hardware offerings. The hardware product and related software, such as an operating system or firmware, are highly interdependent and interrelated and are accounted for as a combined performance obligation. The revenues for this combined performance obligation are generally recognized at the point in time that the hardware product is delivered to the customer and ownership is transferred to the customer. Our hardware business also earns revenues from the sale of hardware support contracts purchased by our customers at their option and that are generally recognized as revenues ratably as the hardware support services are delivered over the contractual term, which is generally one year. The majority of our hardware products are sold through indirect channels such as independent distributors and value-added resellers and we also market and sell our hardware products through our direct sales force. Operating expenses associated with our hardware business include the cost of hardware products, which consists of expenses for materials and labor used to produce these products by our internal manufacturing operations or by third-party manufacturers, warranty and related expenses and the impact of periodic changes in inventory valuation, including the impact of inventory determined to be excess and obsolete; the cost of materials used to repair customer products with eligible support contracts; the cost of labor and infrastructure to provide support services; and sales and marketing expenses, which are largely personnel related and include variable compensation earned by our sales force for the sales of our hardware offerings. ########Year Ended May 31,###### ########Percent Change###### (Dollars in millions)####2024##Actual####Constant####2023 Hardware Revenues:############## Americas##$##1,494##-12%####-13%##$##1,702 EMEA####921##-1%####-4%####933 Asia Pacific####651##2%####4%####639 Total revenues####3,066##-6%####-7%####3,274 Expenses:############## Hardware products and support(1)####855##-15%####-16%####1,011 Sales and marketing(1)####296##-11%####-11%####331 Total expenses(1)####1,151##-14%####-15%####1,342 Total Margin##$##1,915##-1%####-1%##$##1,932 Total Margin %####62%##########59% % Revenues by Geography:############## Americas####49%##########52% EMEA####30%##########28% Asia Pacific####21%##########20%"}
-{"_id": "ORCL20230616", "title": "ORCL Hardware Business", "text": "(1)Excludes stock-based compensation and certain expense allocations. Also excludes amortization of intangible assets and certain other GAAP-based expenses, which were not allocated to our operating segment results for purposes of reporting to and review by our CODMs, as further described under \u201cPresentation of Operating Segment Results and Other Financial Information\u201d above."}
-{"_id": "ORCL20230617", "title": "ORCL Hardware Business", "text": "Our constant currency hardware revenues decreased in fiscal 2024 relative to fiscal 2023 primarily due to our continued emphasis on the marketing and sale of our cloud-based infrastructure technologies and strategic hardware offerings and the de-emphasis of our sales and marketing efforts for non-strategic hardware products, which resulted in reduced sales volumes of certain of our hardware product lines and also impacted the volume of hardware support contracts sold in recent periods. Geographically, we experienced constant currency revenue declines in the Americas and the EMEA regions, partially offset by a constant currency revenue increase in the Asia Pacific region, in fiscal 2024."}
-{"_id": "ORCL20230619", "title": "ORCL Hardware Business", "text": "Excluding the effects of currency rate fluctuations, total hardware expenses decreased in fiscal 2024 relative to fiscal 2023 primarily due to lower hardware product costs and lower sales and marketing expenses, all of which aligned with lower hardware revenues."}
-{"_id": "ORCL20230621", "title": "ORCL Index to Financial Statements", "text": "In constant currency, our hardware business\u2019 total margin decreased in fiscal 2024 relative to fiscal 2023 due to lower total revenues for this business. In constant currency, total margin as a percentage of revenues increased in fiscal 2024 relative to fiscal 2023 due to lower total expenses for this business."}
-{"_id": "ORCL20230638", "title": "ORCL Services Business", "text": "Our services offerings are designed to help maximize the performance of customer investments in Oracle applications and infrastructure technologies and include our consulting services and advanced customer services offerings. Services revenues are generally recognized over time as the services are performed. The cost of providing our services consists primarily of personnel related expenses, technology infrastructure expenditures, facilities expenses and external contractor expenses. ########Year Ended May 31,###### ########Percent Change###### (Dollars in millions)####2024##Actual####Constant####2023 Services Revenues:############## Americas##$##3,432##-7%####-8%##$##3,703 EMEA####1,338##7%####5%####1,246 Asia Pacific####661##2%####6%####645 Total revenues####5,431##-3%####-3%####5,594 Total Expenses(1)####4,515##1%####0%####4,490 Total Margin##$##916##-17%####-17%##$##1,104 Total Margin %####17%##########20% % Revenues by Geography:############## Americas####63%##########66% EMEA####25%##########22% Asia Pacific####12%##########12%"}
-{"_id": "ORCL20230639", "title": "ORCL Services Business", "text": "(1)Excludes stock-based compensation and certain allocations. Also excludes certain other GAAP-based expenses, which were not allocated to our operating segment results for purposes of reporting to and review by our CODMs, as further described under \u201cPresentation of Operating Segment Results and Other Financial Information\u201d above."}
-{"_id": "ORCL20230640", "title": "ORCL Services Business", "text": "Excluding the effects of currency rate fluctuations, our total services revenues decreased in fiscal 2024 relative to fiscal 2023 due to a decrease in revenues in each of our primary services offerings. The constant currency decrease in services revenues in the Americas region was partially offset by constant currency increases in services revenues in the EMEA and the Asia Pacific regions in fiscal 2024."}
-{"_id": "ORCL20230641", "title": "ORCL Services Business", "text": "In constant currency, total services expenses remained flat in fiscal 2024 relative to fiscal 2023."}
-{"_id": "ORCL20230642", "title": "ORCL Services Business", "text": "In constant currency, our services business\u2019 total margin and total margin as a percentage of revenues decreased in fiscal 2024 relative to fiscal 2023 due to lower total revenues for this business."}
-{"_id": "ORCL20230652", "title": "ORCL Services Business (1)Excluding stock-based compensation", "text": "Research and Development Expenses:  Research and development expenses consist primarily of personnel related expenditures. We intend to continue to invest significantly in our research and development efforts because, in our judgment, they are essential to maintaining our competitive position. ########Year Ended May 31,###### ########Percent Change###### (Dollars in millions)####2024##Actual####Constant####2023 Research and development(1)##$##6,690##1%####1%##$##6,640 Stock-based compensation####2,225##12%####12%####1,983 Total expenses##$##8,915##3%####3%##$##8,623 % of Total Revenues####17%##########17%"}
-{"_id": "ORCL20230654", "title": "ORCL Index to Financial Statements", "text": "On a constant currency basis, total research and development expenses increased in fiscal 2024 relative to fiscal 2023 primarily due to higher employee related expenses, including higher stock-based compensation expenses."}
-{"_id": "ORCL20230663", "title": "ORCL Index to Financial Statements (1)Excluding stock-based compensation", "text": "General and Administrative Expenses: General and administrative expenses primarily consist of personnel related expenditures for IT, finance, legal and human resources support functions. ########Year Ended May 31,###### ########Percent Change###### (Dollars in millions)####2024##Actual####Constant####2023 General and administrative(1)##$##1,181##-3%####-3%##$##1,216 Stock-based compensation####367##1%####1%####363 Total expenses##$##1,548##-2%####-2%##$##1,579 % of Total Revenues####3%##########3%"}
-{"_id": "ORCL20230664", "title": "ORCL Index to Financial Statements (1)Excluding stock-based compensation", "text": "Excluding the effects of currency rate fluctuations, our total general and administrative expenses decreased in fiscal 2024 relative to fiscal 2023 primarily due to lower professional fees, partially offset by higher stock-based compensation expenses."}
-{"_id": "ORCL20230673", "title": "ORCL Index to Financial Statements (1)Excluding stock-based compensation", "text": "Amortization of Intangible Assets: Substantially all of our intangible assets were acquired through our business combinations. We amortize our intangible assets over, and monitor the appropriateness of, the estimated useful lives of these assets. We also periodically review these intangible assets for potential impairment based upon relevant facts and circumstances. Refer to Note 6 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for additional information regarding our intangible assets and related amortization. ########Year Ended May 31,###### ########Percent Change###### (Dollars in millions)####2024##Actual####Constant####2023 Developed technology##$##676##-15%####-15%##$##792 Cloud services and license support agreements and related relationships####1,026##-32%####-32%####1,507 Cloud license and on-premise license agreements and related relationships####467##2%####2%####459 Other####841##2%####2%####824 Total amortization of intangible assets##$##3,010##-16%####-16%##$##3,582"}
-{"_id": "ORCL20230674", "title": "ORCL Index to Financial Statements (1)Excluding stock-based compensation", "text": "Amortization of intangible assets decreased in fiscal 2024 relative to fiscal 2023 due to a reduction in expenses associated with certain of our intangible assets that became fully amortized."}
-{"_id": "ORCL20230682", "title": "ORCL Index to Financial Statements (1)Excluding stock-based compensation", "text": "Acquisition Related and Other Expenses: Acquisition related and other expenses consist of personnel related costs for transitional and certain other employees, certain business combination adjustments, including adjustments after the measurement period has ended, and certain other operating items, net. ##########Year Ended May 31,###### ##########Percent Change###### (Dollars in millions)####2024####Actual####Constant####2023 Transitional and other employee related costs##$##19####-76%####-76%##$##77 Business combination adjustments, net####(12##)##*####*####10 Other, net####307####198%####196%####103 Total acquisition related and other expenses##$##314####65%####64%##$##190"}
-{"_id": "ORCL20230685", "title": "ORCL * Not meaningful", "text": "On a constant currency basis, acquisition related and other expenses increased in fiscal 2024 relative to fiscal 2023 due to higher other expenses primarily related to certain asset impairment charges and certain litigation related charges, partially offset by lower transitional and other employee related costs and lower expenses for business combination adjustments."}
-{"_id": "ORCL20230691", "title": "ORCL Index to Financial Statements", "text": "Restructuring Expenses: Restructuring expenses resulted from the execution of management-approved restructuring plans that were generally developed to improve our cost structure and/or operations, often in conjunction with our acquisition integration strategies and/or other strategic initiatives. Restructuring expenses consist of employee severance costs, contract termination costs and certain other exit costs to improve our cost structure prospectively. For additional information regarding our restructuring plans, see Note 8 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report. ########Year Ended May 31,###### ########Percent Change###### (Dollars in millions)####2024##Actual####Constant####2023 Restructuring expenses##$##404##-18%####-18%##$##490"}
-{"_id": "ORCL20230692", "title": "ORCL Index to Financial Statements", "text": "Restructuring expenses in fiscal 2024 primarily related to the 2024 Restructuring Plan. Restructuring expenses in fiscal 2023 primarily related to the 2022 Restructuring Plan, which is substantially complete. Our management approved, committed to and initiated the 2024 Restructuring Plan and the 2022 Restructuring Plan in order to restructure and further improve efficiencies in our operations. We may incur additional restructuring expenses in future periods due to the initiation of new restructuring plans or from changes in estimated costs associated with existing restructuring plans."}
-{"_id": "ORCL20230693", "title": "ORCL Index to Financial Statements", "text": "The majority of the initiatives undertaken by the 2024 Restructuring Plan were effected to implement our continued emphasis in developing, marketing, selling and delivering our cloud-based offerings. Certain of the cost savings realized pursuant to the 2024 Restructuring Plan initiatives were offset by investments in resources and geographies that we believe better address the development, marketing, sale and delivery of our cloud-based offerings, including investments in the development and delivery of our second-generation cloud infrastructure."}
-{"_id": "ORCL20230698", "title": "ORCL Index to Financial Statements", "text": "Interest Expense: ########Year Ended May 31,###### ########Percent Change###### (Dollars in millions)####2024##Actual####Constant####2023 Interest expense##$##3,514##0%####0%##$##3,505"}
-{"_id": "ORCL20230699", "title": "ORCL Index to Financial Statements", "text": "Interest expense remained flat in fiscal 2024 relative to fiscal 2023."}
-{"_id": "ORCL20230709", "title": "ORCL Index to Financial Statements", "text": "Non-Operating Expenses, net: Non-operating expenses, net consists primarily of interest income, net foreign currency exchange losses, the noncontrolling interests in the net profits of our majority-owned subsidiaries (primarily Oracle Financial Services Software Limited and Oracle Corporation Japan), net losses related to equity investments, including losses attributable to equity method investments (primarily Ampere) and net other income and expenses, including net unrealized gains and losses from our investment portfolio related to our deferred compensation plan and non-service net periodic pension income and losses. ##########Year Ended May 31,######## ##########Percent Change######## (Dollars in millions)####2024####Actual####Constant####2023## Interest income##$##451####58%####59%##$##285## Foreign currency losses, net####(228##)##-8%####-11%####(249##) Noncontrolling interests in income####(186##)##13%####13%####(165##) Losses from equity investments, net####(303##)##-7%####-8%####(327##) Other income (expenses), net####168####*####*####(6##) Total non-operating expenses, net##$##(98##)##-79%####-80%##$##(462##)"}
-{"_id": "ORCL20230713", "title": "ORCL Index to Financial Statements", "text": "Our non-operating expenses, net decreased in fiscal 2024 relative to fiscal 2023 primarily due to higher interest income; lower net losses associated with equity investments; lower foreign currency losses; and higher other income, net, which was primarily attributable to unrealized investment gains associated with certain marketable equity securities that we held for employee benefit plans, and for which an equal and offsetting amount was recorded to our operating expenses during the same period. These decreases in non-operating expenses, net were partially offset by higher expenses for noncontrolling interests in income."}
-{"_id": "ORCL20230719", "title": "ORCL Index to Financial Statements", "text": "Provision for Income Taxes:   Our effective income tax rates for each of the periods presented were the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. Refer to Note 13 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for a discussion regarding the differences between the effective income tax rates as presented for the periods below and the U.S. federal statutory income tax rates that were in effect during these periods. Future effective tax rates could be adversely affected by an unfavorable shift of earnings weighted to jurisdictions with higher tax rates, by unfavorable changes in tax laws and regulations, by adverse rulings in tax related litigation, or by shortfalls in stock-based compensation realized by employees relative to stock-based compensation that was recorded for book purposes, among others. ########Year Ended May 31,###### ########Percent Change###### (Dollars in millions)####2024##Actual####Constant####2023 Provision for income taxes##$##1,274##105%####103%##$##623 Effective tax rate####10.9%##########6.8%"}
-{"_id": "ORCL20230720", "title": "ORCL Index to Financial Statements", "text": "Provision for income taxes increased in fiscal 2024 relative to fiscal 2023 primarily due to the absence of unrecognized tax benefits due to settlements with tax authorities, an unfavorable jurisdictional mix of earnings, and higher income before provision for income taxes, partially offset by a combination of an increase in tax benefits related to stock-based compensation, the realization of a one-time tax attribute and the revaluation of net deferred tax assets due to a change in tax rate."}
-{"_id": "ORCL20230725", "title": "ORCL Liquidity and Capital Resources", "text": " ########As of May 31,###### (Dollars in millions)####2024####Change####2023## Working capital##$##(8,990##)##331%##$##(2,086##) Cash, cash equivalents and marketable securities##$##10,661####5%##$##10,187##"}
-{"_id": "ORCL20230726", "title": "ORCL Liquidity and Capital Resources", "text": "Working capital: The decrease in working capital as of May 31, 2024 in comparison to May 31, 2023 was primarily due to $10.0 billion of long-term senior notes that were reclassified to current liabilities, cash used to pay dividends to our stockholders, cash used for capital expenditures, cash used for purchases of non-marketable investments, net cash used for our employee stock programs and cash used for repurchases of our common stock during fiscal 2024. These unfavorable impacts were partially offset by favorable impacts to our net current assets resulting from net income during fiscal 2024. Our working capital may be impacted by some or all of the aforementioned factors in future periods, the amounts and timing of which are variable."}
-{"_id": "ORCL20230728", "title": "ORCL Liquidity and Capital Resources", "text": "Cash, cash equivalents and marketable securities:  The increase in cash, cash equivalents and marketable securities as of May 31, 2024 in comparison to May 31, 2023 was primarily due to cash inflows from our operations during fiscal 2024. This increase was partially offset by cash used for capital expenditures, $3.5 billion of repayment of senior notes during fiscal 2024, payments of cash dividends to our stockholders, purchases of non-marketable investments, net cash used for our employee stock programs and repurchases of our common stock. Our cash and cash equivalents may be impacted by some or all of the aforementioned factors in future periods, the amounts and timing of which are variable."}
-{"_id": "ORCL20230734", "title": "ORCL Index to Financial Statements", "text": " ########Year Ended May 31,###### (Dollars in millions)####2024####Change####2023## Net cash provided by operating activities##$##18,673####9%##$##17,165## Net cash used for investing activities##$##(7,360##)##-80%##$##(36,484##) Net cash (used for) provided by financing activities##$##(10,554##)##*##$##7,910##"}
-{"_id": "ORCL20230736", "title": "ORCL * Not meaningful", "text": "Cash flows from operating activities: Our largest source of operating cash flows is cash collections from our customers following the purchase and renewal of their license support and cloud services agreements. Customers for these license support and cloud services agreements are generally billed in advance of services being provided. Over the course of a fiscal year, we also generate cash from the sales of new licenses, hardware offerings and other services. Our primary uses of cash from operating activities are typically for employee related expenditures, material and manufacturing costs related to the production of our hardware products, taxes, interest payments and leased facilities."}
-{"_id": "ORCL20230737", "title": "ORCL * Not meaningful", "text": "Net cash provided by operating activities increased in fiscal 2024 relative to fiscal 2023 primarily due to higher net income, partially offset by certain cash unfavorable working capital changes, net."}
-{"_id": "ORCL20230738", "title": "ORCL * Not meaningful", "text": "Cash flows from investing activities: The changes in cash flows from investing activities primarily relate to our acquisitions, purchases, maturities and sales of our investments in marketable securities and other instruments and investments in capital assets primarily to support the growth in our cloud and license business."}
-{"_id": "ORCL20230739", "title": "ORCL * Not meaningful", "text": "Net cash used for investing activities decreased in fiscal 2024 relative to fiscal 2023 primarily due to the decrease in cash used for acquisitions, net of cash acquired and lower capital expenditures."}
-{"_id": "ORCL20230740", "title": "ORCL * Not meaningful", "text": "Cash flows from financing activities: The changes in cash flows from financing activities primarily relate to borrowings and repayments related to our debt instruments, stock repurchases, dividend payments and net proceeds related to employee stock programs."}
-{"_id": "ORCL20230741", "title": "ORCL * Not meaningful", "text": "Net cash used for financing activities was $10.6 billion during fiscal 2024 compared to the net cash provided by financing activities of $7.9 billion in fiscal 2023. The increase in net cash used for financing activities was primarily due to the absence of the cash proceeds from borrowings pursuant to the issuance of senior notes and Term Loan Credit Agreement, higher repayments of commercial paper notes, net of issuances, higher net cash used for our employee stock programs and higher dividend payments, partially offset by lower maturities of senior notes and lower stock repurchases, in each case in fiscal 2024 relative to fiscal 2023. During fiscal 2023 we borrowed $15.7 billion pursuant to the Bridge Credit Agreement, which was fully repaid within fiscal 2023."}
-{"_id": "ORCL20230751", "title": "ORCL * Not meaningful", "text": "Free cash flow: To supplement our statements of cash flows presented on a GAAP basis, we use non-GAAP measures of cash flows on a trailing 4-quarter basis to analyze cash flows generated from our operations. We believe that free cash flow is also useful as one of the bases for comparing our performance with that of our competitors. The presentation of non-GAAP free cash flow is not meant to be considered in isolation or as an alternative to net income as an indicator of our performance, or as an alternative to cash flows from operating activities as a measure of liquidity. We calculate free cash flow as follows: ########Year Ended May 31,###### (Dollars in millions)####2024####Change####2023## Net cash provided by operating activities##$##18,673####9%##$##17,165## Capital expenditures####(6,866##)##-21%####(8,695##) Free cash flow##$##11,807####39%##$##8,470## Net income##$##10,467######$##8,503## Net cash provided by operating activities as a percent of net income####178%########202%## Free cash flow as percent of net income####113%########100%##"}
-{"_id": "ORCL20230753", "title": "ORCL Index to Financial Statements", "text": "Recent Financing Activities:"}
-{"_id": "ORCL20230754", "title": "ORCL Index to Financial Statements", "text": "Term Loan Credit Agreements: On June 10, 2024, we terminated our existing term loan credit agreement that we entered into in fiscal 2023 and repaid the principal amount outstanding together with interest accrued up to the date of repayment. Simultaneously, we borrowed up to the maximum commitment amount of $5.6 billion pursuant to a term loan credit agreement (Term Loan Credit Agreement) executed on the same date. Any remaining unpaid principal balance under the Term Loan Credit Agreement will become fully due and payable on August 16, 2027, unless the termination date of Term Loan Credit Agreement is extended. Refer to Note 7 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for additional details about our borrowings."}
-{"_id": "ORCL20230755", "title": "ORCL Index to Financial Statements", "text": "Cash Dividends: In fiscal 2024, we declared and paid cash dividends of $1.60 per share that totaled $4.4 billion. In June 2024, our Board of Directors declared a quarterly cash dividend of $0.40 per share of our outstanding common stock payable on July 25, 2024 to stockholders of record as of the close of business on July 11, 2024. Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination of our Board of Directors."}
-{"_id": "ORCL20230756", "title": "ORCL Index to Financial Statements", "text": "Common Stock Repurchase Program: Our Board of Directors has approved a program for us to repurchase shares of our common stock. As of May 31, 2024, approximately $7.0 billion remained available for stock repurchases pursuant to our stock repurchase program. We repurchased 10.6 million shares for $1.2 billion, 17.0 million shares for $1.3 billion, and 185.8 million shares for $16.2 billion in fiscal 2024, 2023 and 2022, respectively. Our stock repurchase authorization does not have an expiration date and the pace of our repurchase activity will depend on factors such as our working capital needs, our cash requirements for acquisitions and dividend payments, our debt repayment obligations or repurchases of our debt, our stock price and economic and market conditions. Our stock repurchases may be effected from time to time through open market purchases or pursuant to a Rule 10b5-1 trading plan. Our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time."}
-{"_id": "ORCL20230762", "title": "ORCL Index to Financial Statements", "text": "Contractual Obligations: Our largest contractual obligations as of May 31, 2024 consisted of: \u2022principal payments related to our senior notes and other borrowings that were included in our consolidated balance sheet and the related periodic interest payments; \u2022routine tax payments including those that are payable pursuant to the transition tax under the U.S. Tax Cuts and Jobs Act of 2017 that were included in our consolidated balance sheet; \u2022operating lease liabilities that were included in our consolidated balance sheet; \u2022operating lease commitments that have not yet commenced and were not included in our consolidated balance sheet; and \u2022other contractual commitments associated with agreements that are enforceable and legally binding."}
-{"_id": "ORCL20230763", "title": "ORCL Index to Financial Statements", "text": "In addition, as of May 31, 2024, we had $11.0 billion of gross unrecognized income tax benefits, including related interest and penalties, recorded on our consolidated balance sheet, the nature of which is uncertain with respect to settlement or release with the relevant tax authorities, although we believe it is reasonably possible that certain of these liabilities could be settled or released during fiscal 2025. We are involved in claims and legal proceedings, which are inherently uncertain with respect to outcomes, estimates and assumptions that we make as of each reporting period, are inherently unpredictable, and many aspects are out of our control. Notes 7, 10, 13 and 16 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report include additional information regarding our most material contractual obligations and contingencies."}
-{"_id": "ORCL20230765", "title": "ORCL Index to Financial Statements", "text": "We believe that our current cash, cash equivalents and marketable securities balances, cash generated from operations, and our borrowing arrangements will be sufficient to meet our working capital, capital expenditures and contractual obligations requirements. In addition, we believe that we could fund our future acquisitions, dividend payments and repurchases of common stock or debt with our internally available cash, cash equivalents and marketable securities, cash generated from operations, additional borrowings or from the issuance of additional securities."}
-{"_id": "ORCL20230768", "title": "ORCL Stock-Based Awards", "text": "Our stock-based compensation program is a key component of the compensation package we provide to attract and retain certain of our talented employees and align their interests with the interests of existing stockholders."}
-{"_id": "ORCL20230769", "title": "ORCL Stock-Based Awards", "text": "We recognize that stock-based awards dilute existing stockholders and have sought to control the number of stock-based awards granted while providing competitive compensation packages. Consistent with these dual goals, our cumulative potential dilution since June 1, 2021 has been an annualized rate of 2.1% per year. The potential dilution percentage is calculated as the average annualized new stock-based awards granted and assumed, net of stock-based awards forfeited by employees leaving the company, divided by the weighted-average outstanding shares during the calculation period. This maximum potential dilution will only result if all stock-based awards vest and, if applicable, are exercised. Of the outstanding stock options as of May 31, 2024, which generally have a ten-year exercise period, all have exercise prices lower than the market price of our common stock on such date. In recent years, our stock repurchase program has substantially offset the dilutive effect of our stock-based compensation program. However, we may modify the levels of our stock repurchases in the future depending on a number of factors, including the amount of cash we have available for acquisitions, to pay dividends, to repay or repurchase indebtedness or for other purposes. As of May 31, 2024, the maximum potential dilution from all outstanding stock-based awards, regardless of when granted and regardless of whether vested or unvested, was 6.9%."}
-{"_id": "ORCL20230770", "title": "ORCL Stock-Based Awards", "text": "During fiscal 2024, the Compensation Committee reviewed and approved the annual organization-wide stock-based award grants to selected employees; all stock-based award grants to senior officers; and any individual grant of RSUs with a value of $5 million or greater. Each member of a separate executive officer committee, referred to as the Plan Committee, was allocated a fiscal 2024 equity budget that could be used throughout the fiscal year to grant equity subject to certain limitations established by the Compensation Committee."}
-{"_id": "ORCL20230784", "title": "ORCL Stock-Based Awards", "text": "Stock-based awards activity from June 1, 2021 through May 31, 2024 is summarized as follows (shares in millions): Stock-based awards outstanding as of May 31, 2021##217## Stock-based awards granted and assumed##195## Stock-based awards vested and issued and, if applicable, exercised##(195##) Forfeitures, cancellations and other, net##(28##) Stock-based awards outstanding as of May 31, 2024##189## Annualized stock-based awards granted and assumed, net of forfeitures and cancellations##56## Annualized stock repurchases##(71##) Shares outstanding as of May 31, 2024##2,755## Basic weighted-average shares outstanding from June 1, 2021 through May 31, 2024##2,713## Stock-based awards outstanding as a percent of shares outstanding as of May 31, 2024##6.9%## Total in the money stock-based awards outstanding (based on the closing price of our common stock on the last trading day of fiscal 2024) as a percent of shares outstanding as of May 31, 2024##6.9%## Annualized stock-based awards granted and assumed, net of forfeitures and cancellations and before stock repurchases, as a percent of weighted-average shares outstanding from June 1, 2021 through May 31, 2024##2.1%## Annualized stock-based awards granted and assumed, net of forfeitures and cancellations and after stock repurchases, as a percent of weighted-average shares outstanding from June 1, 2021 through May 31, 2024##-0.6%##"}
-{"_id": "ORCL20230786", "title": "ORCL Recent Accounting Pronouncements", "text": "For information with respect to recent accounting pronouncements, and the impact of these pronouncements on our consolidated financial statements, see Note 1 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report."}
-{"_id": "ORCL20230791", "title": "ORCL Non-Marketable Equity and Convertible Debt Investments", "text": "Our non-marketable equity and convertible debt investments totaled $2.0 billion and $1.6 billion as of May 31, 2024 and 2023, respectively. Our non-marketable equity investments in privately owned companies not accounted for"}
-{"_id": "ORCL20230793", "title": "ORCL Index to Financial Statements", "text": "under the equity method are adjusted to fair value for observable transactions for identical or similar investments of the same issuer or for impairment. Our non-marketable equity investments accounted for under the equity method, and convertible debt investments in privately owned companies, primarily in a related party entity, generally do not fluctuate based on market price changes. However, these investments could be impaired if the carrying value exceeds the fair value and is not expected to recover. The timing and amounts of changes in fair values of our non-marketable equity investments depend on factors beyond our control, including the perceived and actual performance of the companies in which we invest. For additional disclosure regarding the impact to our quarterly results of operations from investment volatility, please refer to Item 1A Risk Factors included elsewhere in this Annual Report. For additional details on our non-marketable investments, see Note 1 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report."}
-{"_id": "ORCL20230796", "title": "ORCL Foreign Currency Translation Risk", "text": "As described under \u201cConstant Currency Presentation\u201d above, our international operations have provided and are expected to continue to provide a significant portion of our consolidated revenues and expenses that we report in U.S. Dollars. As a result, our consolidated revenues and expenses are affected and will continue to be affected by changes in the U.S. Dollar against major foreign currencies. Fluctuations in foreign currencies impact the amount of total assets, liabilities, earnings and cash flows that we report for our foreign subsidiaries upon the translation of these amounts into U.S. Dollars for, and as of the end of, each reporting period. In particular, the strengthening of the U.S. Dollar generally will reduce the reported amount of our foreign-denominated cash, cash equivalents, trade receivables, total revenues and total expenses that we translate into U.S. Dollars and report in our consolidated financial statements for, and as of the end of, each reporting period."}
-{"_id": "ORCL20230798", "title": "ORCL Foreign Currency Transaction Risk", "text": "We transact business in various foreign currencies. Our foreign currency exposures primarily arise from various intercompany transactions. Our principal currency exposures include the Australian Dollar, Brazilian Real, Euro, Indian Rupee, Japanese Yen and Saudi Riyal. We have established a program that primarily utilizes foreign currency forward contracts to partially offset the risks that arise from the aforementioned transactions. Under this program, our strategy is to enter into foreign currency forward contracts for major currencies in which we have an exposure so that increases or decreases in our foreign currency exposures are offset by gains or losses on the foreign currency forward contracts which mitigate the risks and volatility associated with our foreign currency transactions. We may suspend this program from time to time. Our foreign currency forward contracts are generally short-term in duration and we do not use them for trading purposes."}
-{"_id": "ORCL20230800", "title": "ORCL Foreign Currency Transaction Risk", "text": "Realized gains or losses with respect to our foreign currency exposures, net of gains or losses from our foreign currency forward contracts, including costs incurred to enter into these foreign currency forward contracts, are included in non-operating expenses or income, net in our consolidated financial statements. Our ultimate realized gain or loss with respect to foreign currency exposures will generally depend on the size and type of cross-currency transactions that we enter into, the currency exchange rates associated with these exposures and changes in those rates, the net realized gain or loss on our foreign currency forward contracts and other factors. Furthermore, as a large portion of our consolidated operations are international, we could experience additional foreign currency volatility in the future, in which the amounts and timing are unknown. Refer to Note 1 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for additional details about our foreign currency forward contracts."}
-{"_id": "ORCL20230808", "title": "ORCL Sensitivity Analysis", "text": "The following table sets forth the hypothetical potential losses that we consider to be the most material to the reported fair values and/or future earnings of our foreign currency influenced holdings, prior to any income tax effects, resulting from hypothetical changes in relevant market rates as of or for the reporting periods below: ############Year Ended May 31,###### (in millions)##Hypothetical Change##Impact####2024########2023## Foreign currency risk:################## Total revenues##10% decrease in foreign exchange rates##Earnings##$##(2,259##)####$##(2,037##) Cash, cash equivalents and trade receivables, net##10% decrease in foreign exchange rates##Fair values##$##(1,592##)####$##(1,407##)"}
-{"_id": "ORCL20230810", "title": "ORCL Financial Statements and Supplementary Data", "text": "The response to this item is submitted as a separate section of this Annual Report. See Part IV, Item 15."}
-{"_id": "ORCL20230811", "title": "ORCL Financial Statements and Supplementary Data", "text": "Changes In and Disagreements with Accountants on Accounting and Financial Disclosure"}
-{"_id": "ORCL20230812", "title": "ORCL Financial Statements and Supplementary Data", "text": "None."}
-{"_id": "ORCL20230815", "title": "ORCL Evaluation of Disclosure Controls and Procedures", "text": "As of the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation under the supervision and with the participation of our Disclosure Committee and our management, including our Principal Executive and Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e)."}
-{"_id": "ORCL20230816", "title": "ORCL Evaluation of Disclosure Controls and Procedures", "text": "Based on our management\u2019s evaluation (with the participation of our Principal Executive and Financial Officer), as of the end of the period covered by this report, our Principal Executive and Financial Officer has concluded that our disclosure controls and procedures were effective as of May 31, 2024 to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to our management, including our Principal Executive and Financial Officer as appropriate to allow timely decisions regarding required disclosure."}
-{"_id": "ORCL20230818", "title": "ORCL Management\u2019s Report on Internal Control over Financial Reporting", "text": "Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Principal Executive and Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of May 31, 2024 based on the guidelines established in Internal Control\u2014Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission\u2019s 2013 framework. Our internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP."}
-{"_id": "ORCL20230819", "title": "ORCL Management\u2019s Report on Internal Control over Financial Reporting", "text": "Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of May 31, 2024. We reviewed the results of management\u2019s assessment with our Finance and Audit Committee."}
-{"_id": "ORCL20230821", "title": "ORCL Management\u2019s Report on Internal Control over Financial Reporting", "text": "The effectiveness of our internal control over financial reporting as of May 31, 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included in Part IV, Item 15 of this Annual Report."}
-{"_id": "ORCL20230824", "title": "ORCL Changes in Internal Control over Financial Reporting", "text": "There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting."}
-{"_id": "ORCL20230827", "title": "ORCL Inherent Limitations on Effectiveness of Controls", "text": "Our management, including our Principal Executive and Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected."}
-{"_id": "ORCL20230830", "title": "ORCL Directors, Executive Officers and Corporate Governance", "text": "Pursuant to General Instruction G(3) of Form 10-K, the information required by this item relating to our executive officers is included under the caption \u201cInformation About Our Executive Officers\u201d in Part I of this Annual Report."}
-{"_id": "ORCL20230831", "title": "ORCL Directors, Executive Officers and Corporate Governance", "text": "The other information required by this Item 10 is incorporated herein by reference from the information contained in our Proxy Statement to be filed with the SEC in connection with the solicitation of proxies for our 2024 Annual Meeting of Stockholders (2024 Proxy Statement)."}
-{"_id": "ORCL20230833", "title": "ORCL Executive Compensation", "text": "The information required by this Item 11 is incorporated herein by reference from the information to be contained in our 2024 Proxy Statement."}
-{"_id": "ORCL20230834", "title": "ORCL Executive Compensation", "text": "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters"}
-{"_id": "ORCL20230835", "title": "ORCL Executive Compensation", "text": "The information required by this Item 12 is incorporated herein by reference from the information to be contained in our 2024 Proxy Statement."}
-{"_id": "ORCL20230837", "title": "ORCL Certain Relationships and Related Transactions, and Director Independence", "text": "The information required by this Item 13 is incorporated herein by reference from the information to be contained in our 2024 Proxy Statement."}
-{"_id": "ORCL20230840", "title": "ORCL Principal Accountant Fees and Services", "text": "The information required by this Item 14 is incorporated herein by reference from the information to be contained in our 2024 Proxy Statement."}
-{"_id": "ORCL20230852", "title": "ORCL Exhibits and Financial Statement Schedules (a)1. Financial Statements", "text": "The following financial statements are filed as a part of this report: ##Page Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)##62 Consolidated Financial Statements:## Balance Sheets as of May 31, 2024 and 2023##65 Statements of Operations for the years ended May 31, 2024, 2023 and 2022##66 Statements of Comprehensive Income for the years ended May 31, 2024, 2023 and 2022##67 Statements of Stockholders\u2019 Equity (Deficit) for the years ended May 31, 2024, 2023 and 2022##68 Statements of Cash Flows for the years ended May 31, 2024, 2023 and 2022##69"}
-{"_id": "ORCL20230856", "title": "ORCL 2. Financial Statement Schedules (b) Exhibits", "text": "All schedules are omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes herein or not present in amounts sufficient to require submission of the schedule."}
-{"_id": "ORCL20230858", "title": "ORCL 2. Financial Statement Schedules (b) Exhibits", "text": "The information required by this Item is set forth in the Index of Exhibits that is after Item 16 of this Annual Report."}
-{"_id": "ORCL20230861", "title": "ORCL Report of Independent Registered Public Accounting Firm", "text": "To the Stockholders and the Board of Directors of Oracle Corporation"}
-{"_id": "ORCL20230863", "title": "ORCL Opinion on the Financial Statements", "text": "We have audited the accompanying consolidated balance sheets of Oracle Corporation (the Company) as of May 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, stockholders\u2019 equity (deficit) and cash flows for each of the three years in the period ended May 31, 2024, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at May 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended May 31, 2024, in conformity with U.S. generally accepted accounting principles."}
-{"_id": "ORCL20230864", "title": "ORCL Opinion on the Financial Statements", "text": "We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of May 31, 2024, based on criteria established in Internal Control\u2014Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated June 20, 2024 expressed an unqualified opinion thereon."}
-{"_id": "ORCL20230866", "title": "ORCL Basis for Opinion", "text": "These financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "ORCL20230867", "title": "ORCL Basis for Opinion", "text": "We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion."}
-{"_id": "ORCL20230869", "title": "ORCL Critical Audit Matter", "text": "The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates."}
-{"_id": "ORCL20230872", "title": "ORCL Income Tax \u2013 Uncertain tax positions", "text": "Description of the matter As discussed in Note 13 of the consolidated financial statements, the Company recognizes uncertain tax positions and measures unrecognized tax benefits related to various domestic and foreign matters. The Company uses significant judgment in the accounting for uncertain tax positions related to certain revenue sharing and cost reimbursement arrangements, including the interpretation and application of tax laws and legal rulings in various jurisdictions. Auditing management\u2019s evaluation of whether an uncertain tax position is more likely than not to be sustained and the measurement of the benefit of uncertain tax positions related to certain revenue sharing and cost reimbursement arrangements was complex, involved significant judgment, and was based on interpretations and application of tax laws and legal rulings."}
-{"_id": "ORCL20230874", "title": "ORCL Index to Financial Statements", "text": "How we addressed the matter in our audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of the controls over management\u2019s process for interpretation and application of tax laws and legal rulings, as well as development of the assumptions and estimates used in the measurement of these positions.  To test management\u2019s assessment of these uncertain tax positions, we performed audit procedures that included, among others, evaluating management\u2019s assumptions and analysis which detailed the basis and technical merits of the uncertain tax positions. We involved our tax subject matter professionals in assessing the technical merits of these positions and used our knowledge of relevant tax laws and experience with related taxing authorities. In addition, we also evaluated the Company\u2019s disclosures in relation to these matters included in Note 13 of the consolidated financial statements."}
-{"_id": "ORCL20230876", "title": "ORCL /s/ Ernst & Young LLP", "text": "We have served as the Company\u2019s auditor since 2002."}
-{"_id": "ORCL20230882", "title": "ORCL Report of Independent Registered Public Accounting Firm", "text": "To the Stockholders and the Board of Directors of Oracle Corporation"}
-{"_id": "ORCL20230884", "title": "ORCL Opinion on Internal Control Over Financial Reporting", "text": "We have audited Oracle Corporation\u2019s internal control over financial reporting as of May 31, 2024, based on criteria established in Internal Control\u2014Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Oracle Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of May 31, 2024, based on the COSO criteria."}
-{"_id": "ORCL20230885", "title": "ORCL Opinion on Internal Control Over Financial Reporting", "text": "We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of May 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, stockholders\u2019 equity (deficit) and cash flows for each of the three years in the period ended May 31, 2024, and the related notes and our report dated June 20, 2024 expressed an unqualified opinion thereon."}
-{"_id": "ORCL20230887", "title": "ORCL Basis for Opinion", "text": "The Company\u2019s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management\u2019s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company\u2019s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "ORCL20230888", "title": "ORCL Basis for Opinion", "text": "We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects."}
-{"_id": "ORCL20230889", "title": "ORCL Basis for Opinion", "text": "Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion."}
-{"_id": "ORCL20230891", "title": "ORCL Definition and Limitations of Internal Control Over Financial Reporting", "text": "A company\u2019s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company\u2019s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company\u2019s assets that could have a material effect on the financial statements."}
-{"_id": "ORCL20230892", "title": "ORCL Definition and Limitations of Internal Control Over Financial Reporting", "text": "Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate."}
-{"_id": "ORCL20230919", "title": "ORCL As of May 31, 2024 and 2023", "text": " ########May 31,###### (in millions, except per share data)####2024########2023## ASSETS############## Current assets:############## Cash and cash equivalents##$##10,454######$##9,765## Marketable securities####207########422## Trade receivables, net of allowances for credit losses of $485 and $428 as of May 31, 2024 and May 31, 2023, respectively####7,874########6,915## Prepaid expenses and other current assets####4,019########3,902## Total current assets####22,554########21,004## Non-current assets:############## Property, plant and equipment, net####21,536########17,069## Intangible assets, net####6,890########9,837## Goodwill, net####62,230########62,261## Deferred tax assets####12,273########12,226## Other non-current assets####15,493########11,987## Total non-current assets####118,422########113,380## Total assets##$##140,976######$##134,384## LIABILITIES AND STOCKHOLDERS\u2019 EQUITY############## Current liabilities:##############"}
-{"_id": "ORCL20230926", "title": "ORCL Notes payable and other borrowings, current##$##10,605######$##4,061##", "text": " Accounts payable####2,357########1,204## Accrued compensation and related benefits####1,916########2,053## Deferred revenues####9,313########8,970## Other current liabilities####7,353########6,802## Total current liabilities####31,544########23,090## Non-current liabilities:##############"}
-{"_id": "ORCL20230941", "title": "ORCL Notes payable and other borrowings, non-current####76,264########86,420##", "text": " Income taxes payable####10,817########11,077## Deferred tax liabilities####3,692########5,772## Other non-current liabilities####9,420########6,469## Total non-current liabilities####100,193########109,738## Commitments and contingencies############## Oracle Corporation stockholders\u2019 equity:############## Preferred stock, $0.01 par value\u2014authorized: 1.0 shares; outstanding: none####\u2014########\u2014## Common stock, $0.01 par value and additional paid in capital\u2014authorized: 11,000 shares; outstanding: 2,755 shares and 2,713 shares as of May 31, 2024 and 2023, respectively####32,764########30,215## Accumulated deficit####(22,628##)######(27,620##) Accumulated other comprehensive loss####(1,432##)######(1,522##) Total Oracle Corporation stockholders\u2019 equity####8,704########1,073## Noncontrolling interests####535########483## Total stockholders\u2019 equity####9,239########1,556## Total liabilities and stockholders\u2019 equity##$##140,976######$##134,384##"}
-{"_id": "ORCL20230943", "title": "ORCL Notes payable and other borrowings, non-current####76,264########86,420##", "text": "See notes to consolidated financial statements."}
-{"_id": "ORCL20230978", "title": "ORCL For the Years Ended May 31, 2024, 2023 and 2022", "text": " ##########Year Ended May 31,######## (in millions, except per share data)####2024######2023######2022## Revenues:################## Cloud services and license support##$##39,383####$##35,307####$##30,174## Cloud license and on-premise license####5,081######5,779######5,878## Hardware####3,066######3,274######3,183## Services####5,431######5,594######3,205## Total revenues####52,961######49,954######42,440## Operating expenses:################## Cloud services and license support(1)####9,427######7,763######5,213## Hardware(1)####891######1,040######972## Services(1)####4,825######4,761######2,692## Sales and marketing(1)####8,274######8,833######8,047## Research and development####8,915######8,623######7,219## General and administrative####1,548######1,579######1,317## Amortization of intangible assets####3,010######3,582######1,150## Acquisition related and other####314######190######4,713## Restructuring####404######490######191## Total operating expenses####37,608######36,861######31,514## Operating income####15,353######13,093######10,926## Interest expense####(3,514##)####(3,505##)####(2,755##) Non-operating expenses, net####(98##)####(462##)####(522##) Income before income taxes####11,741######9,126######7,649## Provision for income taxes####1,274######623######932## Net income##$##10,467####$##8,503####$##6,717## Earnings per share:################## Basic##$##3.82####$##3.15####$##2.49## Diluted##$##3.71####$##3.07####$##2.41## Weighted average common shares outstanding:################## Basic####2,744######2,696######2,700## Diluted####2,823######2,766######2,786##"}
-{"_id": "ORCL20230979", "title": "ORCL For the Years Ended May 31, 2024, 2023 and 2022", "text": "(1)Exclusive of amortization of intangible assets, which is shown separately."}
-{"_id": "ORCL20230981", "title": "ORCL For the Years Ended May 31, 2024, 2023 and 2022", "text": "See notes to consolidated financial statements."}
-{"_id": "ORCL20230995", "title": "ORCL For the Years Ended May 31, 2024, 2023 and 2022", "text": " ##########Year Ended May 31,######## (in millions)####2024######2023######2022## Net income##$##10,467####$##8,503####$##6,717## Other comprehensive income (loss), net of tax:################## Net foreign currency translation losses####(17##)####(204##)####(707##) Net unrealized gains on defined benefit plans####31######271######190## Net unrealized gains on cash flow hedges####77######102######\u2014## Other, net####(1##)####1######\u2014## Total other comprehensive income (loss), net####90######170######(517##) Comprehensive income##$##10,557####$##8,673####$##6,200##"}
-{"_id": "ORCL20230997", "title": "ORCL For the Years Ended May 31, 2024, 2023 and 2022", "text": "See notes to consolidated financial statements."}
-{"_id": "ORCL20231035", "title": "ORCL For the Years Ended May 31, 2024, 2023 and 2022", "text": " ######Common Stock and Additional Paid in Capital################Accumulated Other######Total Oracle Corporation############Total## (in millions, except per share data)##Number of Shares########Amount######Accumulated Deficit######Comprehensive Loss######Stockholders\u2019 Equity (Deficit)######Noncontrolling Interests######Stockholders\u2019 Equity (Deficit)## Balances as of May 31, 2021##2,814######$##26,533####$##(20,120##)##$##(1,175##)##$##5,238####$##714####$##5,952## Common stock issued under stock-based compensation plans##48########318######\u2014######\u2014######318######\u2014######318## Common stock issued under stock purchase plans##2########164######\u2014######\u2014######164######\u2014######164## Stock-based compensation##\u2014########2,613######\u2014######\u2014######2,613######\u2014######2,613## Repurchases of common stock##(186##)######(1,723##)####(14,477##)####\u2014######(16,200##)####\u2014######(16,200##) Shares repurchased for tax withholdings upon vesting of restricted stock-based awards##(13##)######(1,093##)####\u2014######\u2014######(1,093##)####\u2014######(1,093##) Cash dividends declared ($1.28 per share)##\u2014########\u2014######(3,457##)####\u2014######(3,457##)####\u2014######(3,457##) Other, net##\u2014########(4##)####1######\u2014######(3##)####(396##)####(399##) Other comprehensive loss, net##\u2014########\u2014######\u2014######(517##)####(517##)####(50##)####(567##) Net income##\u2014########\u2014######6,717######\u2014######6,717######184######6,901## Balances as of May 31, 2022##2,665########26,808######(31,336##)####(1,692##)####(6,220##)####452######(5,768##) Common stock issued under stock-based compensation plans##79########1,019######\u2014######\u2014######1,019######\u2014######1,019## Common stock issued under stock purchase plans##2########173######\u2014######\u2014######173######\u2014######173## Assumption of stock-based compensation plan awards in connection with acquisitions##\u2014########55######\u2014######\u2014######55######\u2014######55## Stock-based compensation##\u2014########3,547######\u2014######\u2014######3,547######\u2014######3,547## Repurchases of common stock##(17##)######(166##)####(1,120##)####\u2014######(1,286##)####\u2014######(1,286##) Shares repurchased for tax withholdings upon vesting of restricted stock-based awards##(16##)######(1,203##)####\u2014######\u2014######(1,203##)####\u2014######(1,203##) Cash dividends declared ($1.36 per share)##\u2014########\u2014######(3,668##)####\u2014######(3,668##)####\u2014######(3,668##) Other, net##\u2014########(18##)####1######\u2014######(17##)####(98##)####(115##) Other comprehensive income (loss), net##\u2014########\u2014######\u2014######170######170######(36##)####134## Net income##\u2014########\u2014######8,503######\u2014######8,503######165######8,668## Balances as of May 31, 2023##2,713########30,215######(27,620##)####(1,522##)####1,073######483######1,556## Common stock issued under stock-based compensation plans##68########545######\u2014######\u2014######545######\u2014######545## Common stock issued under stock purchase plans##2########197######\u2014######\u2014######197######\u2014######197## Stock-based compensation##\u2014########3,974######\u2014######\u2014######3,974######\u2014######3,974## Repurchases of common stock##(11##)######(117##)####(1,083##)####\u2014######(1,200##)####\u2014######(1,200##) Shares repurchased for tax withholdings upon vesting of restricted stock-based awards##(17##)######(2,040##)####\u2014######\u2014######(2,040##)####\u2014######(2,040##) Cash dividends declared ($1.60 per share)##\u2014########\u2014######(4,391##)####\u2014######(4,391##)####\u2014######(4,391##) Other, net##\u2014########(10##)####(1##)####\u2014######(11##)####(99##)####(110##) Other comprehensive income (loss), net##\u2014########\u2014######\u2014######90######90######(35##)####55## Net income##\u2014########\u2014######10,467######\u2014######10,467######186######10,653## Balances as of May 31, 2024##2,755######$##32,764####$##(22,628##)##$##(1,432##)##$##8,704####$##535####$##9,239##"}
-{"_id": "ORCL20231037", "title": "ORCL For the Years Ended May 31, 2024, 2023 and 2022", "text": "See notes to consolidated financial statements."}
-{"_id": "ORCL20231083", "title": "ORCL For the Years Ended May 31, 2024, 2023 and 2022", "text": " ##########Year Ended May 31,######## (in millions)####2024######2023######2022## Cash flows from operating activities:################## Net income##$##10,467####$##8,503####$##6,717## Adjustments to reconcile net income to net cash provided by operating activities:################## Depreciation####3,129######2,526######1,972## Amortization of intangible assets####3,010######3,582######1,150## Deferred income taxes####(2,139##)####(2,167##)####(1,146##) Stock-based compensation####3,974######3,547######2,613## Other, net####720######661######220## Changes in operating assets and liabilities, net of effects from acquisitions:################## Increase in trade receivables, net####(965##)####(151##)####(874##) Decrease in prepaid expenses and other assets####542######317######11## Decrease in accounts payable and other liabilities####(594##)####(281##)####(733##) Decrease in income taxes payable####(127##)####(153##)####(398##) Increase in deferred revenues####656######781######7## Net cash provided by operating activities####18,673######17,165######9,539## Cash flows from investing activities:################## Purchases of marketable securities and other investments####(1,003##)####(1,181##)####(10,272##) Proceeds from sales and maturities of marketable securities and other investments####572######1,113######26,151## Acquisitions, net of cash acquired####(63##)####(27,721##)####(148##) Capital expenditures####(6,866##)####(8,695##)####(4,511##) Net cash (used for) provided by investing activities####(7,360##)####(36,484##)####11,220## Cash flows from financing activities:################## Payments for repurchases of common stock####(1,202##)####(1,300##)####(16,248##) Proceeds from issuances of common stock####742######1,192######482## Shares repurchased for tax withholdings upon vesting of restricted stock-based awards####(2,040##)####(1,203##)####(1,093##) Payments of dividends to stockholders####(4,391##)####(3,668##)####(3,457##) (Repayments of) proceeds from issuances of commercial paper, net####(167##)####500######\u2014## Proceeds from issuances of senior notes and other borrowings, net of issuance costs####\u2014######33,494######\u2014## Repayments of senior notes and other borrowings####(3,500##)####(21,050##)####(8,250##) Other, net####4######(55##)####(560##) Net cash (used for) provided by financing activities####(10,554##)####7,910######(29,126##) Effect of exchange rate changes on cash and cash equivalents####(70##)####(209##)####(348##) Net increase (decrease) in cash and cash equivalents####689######(11,618##)####(8,715##) Cash and cash equivalents at beginning of period####9,765######21,383######30,098## Cash and cash equivalents at end of period##$##10,454####$##9,765####$##21,383## Non-cash investing activities:################## Unpaid capital expenditures##$##1,637####$##588####$##731## Supplemental schedule of cash flow data:################## Cash paid for income taxes##$##3,560####$##3,009####$##2,567## Cash paid for interest##$##3,655####$##3,250####$##2,735##"}
-{"_id": "ORCL20231085", "title": "ORCL For the Years Ended May 31, 2024, 2023 and 2022", "text": "See notes to consolidated financial statements."}
-{"_id": "ORCL20231091", "title": "ORCL 1.ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES", "text": "Oracle Corporation provides products and services that substantially address all aspects of enterprise information technology (IT) needs, including applications and infrastructure technologies. We deliver our products and services to customers worldwide through a variety of flexible and interoperable IT deployment models. These models include on-premise, cloud-based and hybrid deployments (an approach that combines both on-premise and cloud based deployments). Oracle Cloud Software-as-a-Service and Oracle Cloud Infrastructure (SaaS and OCI, respectively, and collectively, Oracle Cloud Services) offerings provide comprehensive and integrated applications and infrastructure services enabling our customers to choose the best option that meets their specific business needs. Customers may also elect to purchase Oracle software licenses and hardware products and related services to manage their own cloud-based or on-premise IT environments. Customers that purchase our software licenses may elect to purchase license support contracts, which provide our customers with rights to unspecified license upgrades and maintenance releases issued during the support period as well as technical support assistance. Customers that purchase our hardware products may elect to purchase hardware support contracts, which provide customers with software updates and can include product repairs, maintenance services, and technical support services. We also offer customers a broad set of services offerings that are designed to improve customer utilization of their investments in Oracle applications and infrastructure technologies."}
-{"_id": "ORCL20231092", "title": "ORCL 1.ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES", "text": "Oracle Corporation conducts business globally and was incorporated in 2005 as a Delaware corporation and is the successor to operations originally begun in June 1977."}
-{"_id": "ORCL20231094", "title": "ORCL Basis of Financial Statements", "text": "The consolidated financial statements include our accounts and the accounts of our wholly- and majority-owned subsidiaries. Noncontrolling interest positions of certain of our consolidated entities are reported as a separate component of consolidated equity from the equity attributable to Oracle\u2019s stockholders for all periods presented. The noncontrolling interests in our net income were not significant to our consolidated results for the periods presented and therefore have not been presented separately and instead are included as a component of non-operating expenses, net in our consolidated statements of operations. Intercompany transactions and balances have been eliminated. The comparability of our consolidated financial statements as of and for the year ended May 31, 2022 was impacted by $4.7 billion of certain litigation related charges during fiscal 2022."}
-{"_id": "ORCL20231095", "title": "ORCL Basis of Financial Statements", "text": "During the first quarter of fiscal 2024, we finalized our adoption of Accounting Standards Update (ASU) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and subsequent amendments to the initial guidance, which had no material impact to our consolidated financial statements or notes thereto for the year ended May 31, 2024."}
-{"_id": "ORCL20231098", "title": "ORCL Use of Estimates", "text": "Our consolidated financial statements are prepared in accordance with United States (U.S.) generally accepted accounting principles (GAAP) as set forth in the Financial Accounting Standards Board\u2019s (FASB) Accounting Standards Codification (ASC), and we consider various staff accounting bulletins and other applicable guidance issued by the SEC. These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent that there are differences between these estimates, judgments or assumptions and actual results, our consolidated financial statements will be affected. In many cases, the accounting treatment of a particular transaction is specifically"}
-{"_id": "ORCL20231100", "title": "ORCL Index to Financial Statements", "text": "dictated by GAAP and does not require management\u2019s judgment in its application. There are also areas in which management\u2019s judgment in selecting among available alternatives would not produce a materially different result."}
-{"_id": "ORCL20231101", "title": "ORCL Index to Financial Statements", "text": "During the first quarter of fiscal 2023, we completed an assessment of the useful lives of our servers and increased the estimate of the useful lives from four years to five years effective at the beginning of fiscal 2023. Based on the carrying value of our servers as of May 31, 2022, this change in accounting estimate decreased our total operating expenses by $434 million during fiscal 2023."}
-{"_id": "ORCL20231106", "title": "ORCL Revenue Recognition", "text": "Our sources of revenues include: \u2022cloud and license revenues, which include: cloud services revenues; cloud license and on-premise license revenues; and license support revenues, which typically represent perpetual software licenses purchased by customers for use in both cloud and on-premise IT environments; \u2022hardware revenues, which include the sale of hardware products, including Oracle Engineered Systems, servers, and storage products, and industry-specific hardware; and hardware support revenues; and \u2022services revenues, which are earned from providing cloud-, license- and hardware-related services including consulting and advanced customer services."}
-{"_id": "ORCL20231107", "title": "ORCL Revenue Recognition", "text": "Cloud services revenues include revenues from Oracle Cloud Services offerings, which deliver applications and infrastructure technologies via cloud-based deployment models that we develop functionality for, provide unspecified updates and enhancements for, deploy, host, manage, upgrade and support and that customers access by entering into a subscription agreement with us for a stated period."}
-{"_id": "ORCL20231108", "title": "ORCL Revenue Recognition", "text": "Cloud license and on-premise license revenues primarily represent amounts earned from granting customers perpetual licenses to use our database, middleware, application and industry-specific software products, which our customers use for cloud-based, on-premise and other IT environments. The vast majority of our cloud license and on-premise license arrangements include license support contracts, which are entered into at the customer\u2019s option."}
-{"_id": "ORCL20231109", "title": "ORCL Revenue Recognition", "text": "License support revenues are typically generated through the sale of license support contracts related to cloud license and on-premise licenses purchased by our customers at their option. License support contracts provide customers with rights to unspecified software product upgrades, maintenance releases and patches released during the term of the support period and include internet access to technical content, as well as internet and telephone access to technical support personnel. License support contracts are generally priced as a percentage of the net cloud license and on-premise license fees. Substantially all of our customers elect to purchase and renew their license support contracts annually."}
-{"_id": "ORCL20231110", "title": "ORCL Revenue Recognition", "text": "Revenues from the sale of hardware products represent amounts earned primarily from the sale of our Oracle Engineered Systems, computer servers, storage, and industry-specific hardware. Our hardware support offerings generally provide customers with software updates for the software components that are essential to the functionality of the hardware products purchased and can also include product repairs, maintenance services and technical support services. Hardware support contracts are generally priced as a percentage of the net hardware products fees."}
-{"_id": "ORCL20231112", "title": "ORCL Revenue Recognition", "text": "Our services are offered to customers as standalone arrangements or as a part of arrangements to customers buying other products and services. Our consulting services are designed to help our customers to, among others, deploy, architect, integrate, upgrade and secure their investments in Oracle applications and infrastructure technologies. Our advanced customer services are designed to provide supplemental support services, performance services and higher availability for Oracle products and services."}
-{"_id": "ORCL20231119", "title": "ORCL Index to Financial Statements", "text": "We apply the provisions of ASC 606, Revenue from Contracts with Customers (ASC 606) as a single standard for revenue recognition that applies to all of our cloud, license, hardware and services arrangements and generally require revenues to be recognized upon the transfer of control of promised goods or services provided to our customers, reflecting the amount of consideration we expect to receive for those goods or services. Pursuant to ASC 606, revenues are recognized upon the application of the following steps: \u2022identification of the contract, or contracts, with a customer; \u2022identification of the performance obligations in the contract; \u2022determination of the transaction price; \u2022allocation of the transaction price to each performance obligation in the contract; and \u2022recognition of revenues when, or as, the contractual performance obligations are satisfied."}
-{"_id": "ORCL20231120", "title": "ORCL Index to Financial Statements", "text": "Our customers that contract with us for the provision of cloud services, software, hardware or other services include businesses of many sizes, government agencies, educational institutions and our channel partners, which include resellers and system integrators."}
-{"_id": "ORCL20231121", "title": "ORCL Index to Financial Statements", "text": "The timing of revenue recognition may differ from the timing of invoicing to our customers. We record an unbilled receivable, which is included within accounts receivable on our consolidated balance sheets, when revenue is recognized prior to invoicing. We record deferred revenues on our consolidated balance sheets when revenues are to be recognized subsequent to cash collection for an invoice. Our standard payment terms are generally net 30 days but may vary. Invoices for cloud license and on-premise licenses and hardware products are generally issued when the license is made available for customer use or upon delivery to the customer of the hardware product. Invoices for license support and hardware support contracts are generally invoiced annually in advance. Cloud SaaS and cloud infrastructure contracts are generally invoiced annually, quarterly or monthly in advance. Services are generally invoiced in advance or as the services are performed. Most contracts that contain a financing component are contracts financed through our Oracle financing division. The transaction price for a contract that is financed through our Oracle financing division is adjusted to reflect the time value of money and interest revenue is recorded as a component of non-operating expenses, net within our consolidated statements of operations based on market rates in the country in which the transaction is being financed."}
-{"_id": "ORCL20231122", "title": "ORCL Index to Financial Statements", "text": "Our revenue arrangements generally include standard warranty or service level provisions that our arrangements will perform and operate in all material respects as defined in the respective agreements, the financial impacts of which have historically been and are expected to continue to be insignificant. Our arrangements generally do not include a general right of return relative to the delivered products or services. We recognize revenues net of any taxes collected from customers, which are subsequently remitted to governmental authorities."}
-{"_id": "ORCL20231125", "title": "ORCL Revenue Recognition for Cloud Services", "text": "Revenues from cloud services provided on a subscription basis are generally recognized ratably over the contractual period that the cloud services are delivered, beginning on the date our service is made available to a customer. We recognize revenue ratably because the customer receives and consumes the benefits of the cloud services throughout the contract period. Revenues from cloud services that are provided on a consumption basis, such as metered services, are generally recognized based on the utilization of the services by the customer."}
-{"_id": "ORCL20231128", "title": "ORCL Revenue Recognition for License Support and Hardware Support", "text": "Oracle\u2019s primary performance obligations with respect to license support contracts and hardware support contracts are to provide customers with technical support as needed and unspecified software product upgrades, maintenance releases and patches during the term of the support period, if and when they are available, and hardware product repairs, as applicable. Oracle is obligated to make the license and hardware support services available continuously throughout the contract period. Therefore, revenues for license support contracts and hardware support contracts are generally recognized ratably over the contractual periods that the support services are provided."}
-{"_id": "ORCL20231130", "title": "ORCL Revenue Recognition for Cloud Licenses and On-Premise Licenses", "text": "Revenues from distinct cloud license and on-premise license performance obligations are generally recognized upfront at the point in time when the software is made available to the customer to download and use. Revenues from usage-based royalty arrangements for distinct cloud licenses and on-premise licenses are recognized at the point in time when the software end user usage occurs. For usage-based royalty arrangements with a fixed minimum guarantee amount, the minimum amount is generally recognized upfront when the software is made available to the royalty customer."}
-{"_id": "ORCL20231132", "title": "ORCL Revenue Recognition for Hardware Products", "text": "The hardware product and related software, such as an operating system or firmware, are highly interdependent and interrelated and are accounted for as a combined performance obligation. The revenues for this combined performance obligation are generally recognized at the point in time that the hardware product is delivered and ownership is transferred to the customer."}
-{"_id": "ORCL20231134", "title": "ORCL Revenue Recognition for Services", "text": "Services revenues are generally recognized over time as the services are performed. Revenues for fixed price services are generally recognized over time applying input methods to estimate progress to completion. Revenues for consumption-based services are generally recognized as the services are performed."}
-{"_id": "ORCL20231135", "title": "ORCL Revenue Recognition for Services", "text": "Allocation of the Transaction Price for Contracts that have Multiple Performance Obligations"}
-{"_id": "ORCL20231136", "title": "ORCL Revenue Recognition for Services", "text": "Many of our contracts include multiple performance obligations. Judgment is required in determining whether each performance obligation is distinct. Oracle products and services generally do not require a significant amount of integration or interdependency; therefore, our products and services are generally not combined. We allocate the transaction price for each contract to each performance obligation based on the relative standalone selling price (SSP) for each performance obligation within each contract."}
-{"_id": "ORCL20231138", "title": "ORCL Revenue Recognition for Services", "text": "We use judgment in determining the SSP for products and services. For substantially all performance obligations except cloud licenses and on-premise licenses, we are able to establish the SSP based on the observable prices of products or services sold separately in comparable circumstances to similar customers. We typically establish an SSP range for our products and services which is reassessed on a periodic basis or when facts and circumstances change. Our cloud licenses and on-premise licenses have not historically been sold on a standalone basis, as the vast majority of all customers elect to purchase license support contracts at the time of a cloud license and on-premise license purchase. License support contracts are generally priced as a percentage of the net fees paid by the customer to access the license. We are unable to establish the SSP for our cloud licenses and on-premise licenses based on observable prices given the same products are sold for a broad range of amounts (that is, the selling price is highly variable) and a representative SSP is not discernible from past transactions or other observable evidence. As a result, the SSP for a cloud license and an on-premise license included in a contract with multiple performance obligations is generally determined by applying a residual approach whereby all other performance obligations within a contract are first allocated a portion of the transaction price based upon their respective SSPs, with any residual amount of transaction price allocated to cloud license and on-premise license revenues."}
-{"_id": "ORCL20231141", "title": "ORCL Remaining Performance Obligations from Contracts with Customers", "text": "Trade receivables, net of allowance for credit losses, and deferred revenues are reported net of related uncollected deferred revenues in our consolidated balance sheets as of May 31, 2024 and 2023. The amount of revenues recognized during the year ended May 31, 2024 and 2023 that were included in the opening deferred revenues balance as of May 31, 2023 and 2022, respectively, was approximately $9.0 billion and $8.3 billion. Revenues recognized from performance obligations satisfied in prior periods and impairment losses recognized on our receivables were immaterial during each year ended May 31, 2024, 2023 and 2022."}
-{"_id": "ORCL20231142", "title": "ORCL Remaining Performance Obligations from Contracts with Customers", "text": "Remaining performance obligations represent contracted revenues that had not yet been recognized, and include deferred revenues; invoices that have been issued to customers but were uncollected and have not been recognized as revenues; and amounts that will be invoiced and recognized as revenues in future periods. The volumes and amounts of customer contracts that we book and total revenues that we recognize are impacted by a variety of seasonal factors. In each fiscal year, the amounts and volumes of contracting activity and our total revenues are typically highest in our fourth fiscal quarter and lowest in our first fiscal quarter. These seasonal impacts influence how our remaining performance obligations change over time and, combined with foreign exchange rate fluctuations and other factors, influence the amount of remaining performance obligations that we report at a point in time. As of May 31, 2024, our remaining performance obligations were $97.9 billion, of which we expect to recognize approximately 39% as revenues over the next twelve months, 36% over the subsequent month 13 to month 36, 19% over the subsequent month 37 to month 60 and the remainder thereafter."}
-{"_id": "ORCL20231144", "title": "ORCL Sales of Financing Receivables", "text": "We offer certain of our customers the option to acquire certain of our cloud and license, hardware and services offerings through separate long-term payment contracts. We generally sell these contracts that we have financed for our customers on a non-recourse basis to financial institutions within 90 days of the contracts\u2019 dates of execution. We record the transfers of amounts due from customers to financial institutions as sales of financing receivables because we are considered to have surrendered control of these financing receivables. During fiscal 2024, 2023 and 2022, $1.4 billion, $2.0 billion and $1.8 billion, respectively, of our financing receivables were sold to financial institutions."}
-{"_id": "ORCL20231147", "title": "ORCL Business Combinations", "text": "We apply the provisions of ASC 805, Business Combinations (ASC 805), in accounting for our acquisitions. ASC 805 requires that we evaluate whether a transaction pertains to an acquisition of assets, or to an acquisition of a business. A business is defined as an integrated set of assets and activities that is capable of being conducted and managed for the purpose of providing a return to investors. Asset acquisitions are accounted for by allocating the cost of the acquisition to the individual assets and liabilities assumed on a relative fair value basis; whereas the acquisition of a business requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at the acquisition date fair values. Goodwill as of the business acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the business acquisition date as well as any contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the business acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of a business acquisition\u2019s measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. Costs to exit or restructure certain activities of an acquired company or our internal operations are accounted for as termination and exit costs pursuant to ASC 420, Exit or Disposal Cost Obligations, and are accounted for separately from the business combination. A liability for costs associated with an exit or disposal activity is recognized and measured at its fair value in our consolidated statement of operations in the period in which the liability is incurred."}
-{"_id": "ORCL20231149", "title": "ORCL Index to Financial Statements", "text": "For a given business acquisition, we may identify certain pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts. If we cannot reasonably determine the fair value of a non-income tax related pre-acquisition contingency by the end of the measurement period, which is generally the case given the nature of such matters, we will recognize an asset or a liability for such pre-acquisition contingency if: (1) it is probable that an asset existed or a liability had been incurred at the business acquisition date and (2) the amount of the asset or liability can be reasonably estimated. Subsequent to the measurement period or final determination of the net asset values for the business combination, whichever comes first, changes in our estimates of such contingencies will affect earnings and could have a material effect on our results of operations and financial position."}
-{"_id": "ORCL20231150", "title": "ORCL Index to Financial Statements", "text": "In addition, uncertain tax positions and tax related valuation allowances assumed in a business combination are initially estimated as of the acquisition date. We reevaluate these items quarterly based upon facts and circumstances that existed as of the business acquisition date with any adjustments to our preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the measurement period or our final determination of the tax allowance\u2019s or contingency\u2019s estimated value, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect our provision for income taxes in our consolidated statement of operations and could have a material impact on our results of operations and financial position."}
-{"_id": "ORCL20231152", "title": "ORCL Marketable and Non-Marketable Investments", "text": "In accordance with ASC 320, Investments\u2014Debt Securities, and based on our intentions regarding these instruments, we classify substantially all of our marketable debt securities investments as available-for-sale. We carry these securities at fair value, and report the unrealized gains and losses, net of taxes, as a component of stockholders\u2019 equity, except for any unrealized losses determined to be related to credit losses, which we record within non-operating expenses, net in the accompanying consolidated statements of operations. We periodically evaluate our investments to determine if impairment charges are required. All of our marketable debt securities investments are classified as current based on the nature of the investments and their availability for use in current operations."}
-{"_id": "ORCL20231153", "title": "ORCL Marketable and Non-Marketable Investments", "text": "Investments in equity securities, other than any equity method investments, are generally recorded at their fair values, if the fair values are readily determinable. Non-marketable equity securities for which the fair values are not readily determinable and where we do not have control of, nor significant influence in, the investee are recorded at cost, less any impairment, adjusted for observable price changes from orderly transactions for identical or similar investments of the same issuer with any gains or losses recorded as a component of non-operating expenses, net as of and for each reporting period. For equity investments through which we have significant influence in, but not control of, the investee, we account for such investments pursuant to the equity method of accounting whereby we record our proportionate share of the investee\u2019s earnings or losses; amortization of differences between our investment basis and underlying equity in net assets of the investee, excluding component representing goodwill; and impairment, if any, as a component of non-operating expenses, net for each reporting period."}
-{"_id": "ORCL20231154", "title": "ORCL Marketable and Non-Marketable Investments", "text": "Our investments in non-marketable debt instruments are recorded at cost plus accrued interest, adjusted for any provision for expected credit losses."}
-{"_id": "ORCL20231155", "title": "ORCL Marketable and Non-Marketable Investments", "text": "Our investments in marketable debt and equity securities totaled $207 million and $422 million as of May 31, 2024 and 2023, respectively, and are included in current assets in the accompanying consolidated balance sheets."}
-{"_id": "ORCL20231157", "title": "ORCL Marketable and Non-Marketable Investments", "text": "Our non-marketable debt investments and equity securities and related instruments totaled $2.0 billion and $1.6 billion as of May 31, 2024 and 2023, respectively, and are included in other non-current assets in the accompanying consolidated balance sheets and are subject to periodic impairment reviews. The majority of the non-marketable investments held as of these dates were with Ampere Computing Holdings LLC (Ampere), a related party entity in which we had an ownership interest of approximately 29% as of May 31, 2024 and 2023. We follow the equity method of accounting for our investment in Ampere and our share of loss under the equity method of accounting is recorded in the non-operating expenses, net line item in our consolidated statements of operations. We also have"}
-{"_id": "ORCL20231159", "title": "ORCL Index to Financial Statements", "text": "convertible debt investments in Ampere which, under the terms of an agreement with Ampere and other co-investors, will mature in June 2026 and are convertible into equity securities at the holder\u2019s option under certain circumstances. During the fiscal year ended May 31, 2024, we invested an aggregate of $600 million in convertible debt instruments issued by Ampere. The total carrying value of our investments in Ampere after accounting for losses under the equity method of accounting was $1.5 billion and $1.2 billion as of May 31, 2024 and 2023, respectively. In accordance with the terms of an agreement with other co-investors, we are also a counterparty to certain put (exercisable by a co-investor) and call (exercisable by Oracle) options at prices of approximately $400 million to $1.5 billion, respectively, to acquire additional equity interests in Ampere from our co-investors through January 2027. If either of such options is exercised by us or our co-investors, we would obtain control of Ampere and consolidate its results with our results of operations. Ampere has historically generated net losses."}
-{"_id": "ORCL20231161", "title": "ORCL Fair Values of Financial Instruments", "text": "We apply the provisions of ASC 820, Fair Value Measurement (ASC 820), to our assets and liabilities that we are required to measure at fair value pursuant to other accounting standards, including our investments in marketable debt and equity securities and our derivative financial instruments."}
-{"_id": "ORCL20231162", "title": "ORCL Fair Values of Financial Instruments", "text": "The additional disclosures regarding our fair value measurements are included in Note 4."}
-{"_id": "ORCL20231164", "title": "ORCL Allowances for Credit Losses", "text": "We record allowances for credit losses based upon a specific review of all significant outstanding invoices. For those invoices not specifically reviewed, provisions are provided at differing rates, based upon the age of the receivable, the collection history associated with the geographic region that the receivable was recorded in and current and expected future economic conditions. We write-off a receivable and charge it against its recorded allowance when we have exhausted our collection efforts without success."}
-{"_id": "ORCL20231166", "title": "ORCL Concentrations of Credit Risk", "text": "Financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, derivatives, trade receivables and non-marketable investments. Our cash and cash equivalents are generally held with large, diverse financial institutions worldwide to reduce the amount of exposure to any single financial institution. Investment policies have been implemented that limit purchases of marketable debt securities to investment-grade securities. Our derivative contracts are transacted with various financial institutions with high credit standings and any exposure to counterparty credit-related losses in these contracts is largely mitigated with collateral security agreements that provide for collateral to be received or posted when the net fair values of these contracts fluctuate from contractually established thresholds. We generally do not require collateral to secure accounts receivable. The risk with respect to trade receivables is mitigated by credit evaluations we perform on our customers, the short duration of our payment terms for the significant majority of our customer contracts and by the diversification of our customer base. No single customer accounted for 10% or more of our total revenues in fiscal 2024, 2023 or 2022. Refer to \u201cMarketable and Non-Marketable Investments\u201d above for additional information on our non-marketable investments."}
-{"_id": "ORCL20231167", "title": "ORCL Concentrations of Credit Risk", "text": "We outsource the manufacturing, assembly and delivery of the substantial majority of our hardware products that we sell to our customers as well as use internally to deliver our cloud services to a variety of companies, many of which are located outside the U.S. Further, we have simplified our supply chain processes by reducing the number of third-party manufacturing partners and the number of locations where these third-party manufacturers build our hardware products. Any inability of these third-party manufacturing partners to deliver the contracted services for our hardware products could adversely impact future operating results of our cloud and license and hardware businesses."}
-{"_id": "ORCL20231170", "title": "ORCL Inventories", "text": "Inventories are stated at the lower of cost or net realizable value. We evaluate our ending inventories for estimated excess quantities and obsolescence. This evaluation includes analysis of sales levels by product and projections of"}
-{"_id": "ORCL20231172", "title": "ORCL Index to Financial Statements", "text": "future demand within specific time horizons. Inventories in excess of future demand are written down and charged to hardware expenses. In addition, we assess the impact of changing technology to our inventories and we write down inventories that are considered obsolete. At the point of loss recognition, a new, lower-cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Inventories are included in prepaid expenses and other current assets in our consolidated balance sheets and totaled $334 million and $298 million as of May 31, 2024 and 2023, respectively."}
-{"_id": "ORCL20231174", "title": "ORCL Other Receivables", "text": "Other receivables represent value-added tax and sales tax receivables associated with the sale of our products and services to third parties. Other receivables are included in prepaid expenses and other current assets in our consolidated balance sheets and totaled $821 million and $798 million as of May 31, 2024 and 2023, respectively."}
-{"_id": "ORCL20231176", "title": "ORCL Deferred Sales Commissions", "text": "We defer sales commissions earned by our sales force that are considered to be incremental and recoverable costs of obtaining a cloud, license support and hardware support contract. Initial sales commissions for the majority of these aforementioned contracts are generally deferred and amortized on a straight-line basis over a period of benefit that we estimate to be four years. We determine the period of benefit by taking into consideration the historical and expected durations of our customer contracts, the expected useful lives of our technologies, and other factors. Sales commissions for renewal contracts relating to certain of our cloud-based arrangements are generally deferred and then amortized on a straight-line basis over the related contractual renewal period, which is generally one to three years. Amortization of deferred sales commissions is included as a component of sales and marketing expenses in our consolidated statements of operations and asset balances for deferred sales commissions are included in other current assets and other non-current assets in our consolidated balance sheets."}
-{"_id": "ORCL20231178", "title": "ORCL Property, Plant and Equipment", "text": "Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives of the assets, which range from one to 40 years. Leasehold improvements are amortized over the lesser of the estimated useful lives of the improvements or the lease terms, as appropriate. Property, plant and equipment are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable at an appropriate asset or asset group level. We did not recognize any significant property impairment charges in fiscal 2024, 2023 or 2022."}
-{"_id": "ORCL20231180", "title": "ORCL Goodwill, Intangible Assets and Impairment Assessments", "text": "Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Intangible assets that are not considered to have an indefinite useful life are itemized in Note 6 below and are amortized over their useful lives, which generally range from one to 10 years. At least annually, we assess the useful lives of our finite lived intangible assets and may adjust the period over which these assets are amortized whenever events or changes in circumstances indicate that a shorter amortization period is more reflective of the period in which these assets contribute to our cash flows."}
-{"_id": "ORCL20231182", "title": "ORCL Goodwill, Intangible Assets and Impairment Assessments", "text": "The carrying amounts of our goodwill and intangible assets are reviewed for impairment annually and whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. When goodwill is assessed for impairment, we have the option to perform an assessment of qualitative factors of impairment (optional assessment) prior to necessitating a quantitative impairment test. Should the optional assessment be used for any given fiscal year, qualitative factors considered for a reporting unit include: cost factors; financial performance; legal, regulatory, contractual, political, business, or other factors; entity specific factors; industry and market considerations; macroeconomic conditions; and other relevant events and factors affecting the reporting unit. If we determine in the qualitative assessment that it is more likely than not that the fair value of the reporting unit is less than its carrying value, a quantitative test is then performed. Otherwise, no further testing is"}
-{"_id": "ORCL20231184", "title": "ORCL Index to Financial Statements", "text": "required. For those reporting units tested using a quantitative approach, we compare the fair value of each reporting unit with the carrying amount of the reporting unit, including goodwill. To determine the fair value of each reporting unit we utilize estimates, judgments and assumptions including estimated future cash flows the reporting unit is expected to generate on a discounted basis; the discount rate used as a part of the discounted cash flow analysis; future economic and market conditions; and market comparables of peer companies, among others. If, as per the quantitative test, the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, impairment is recognized for the difference, limited to the amount of goodwill recognized for the reporting unit. Our most recent goodwill impairment analysis was performed on March 1, 2024 and did not result in a goodwill impairment charge. We did not recognize impairment charges in fiscal 2023 or 2022."}
-{"_id": "ORCL20231185", "title": "ORCL Index to Financial Statements", "text": "Recoverability of finite lived intangible assets is measured by comparison of the carrying amount of the asset to the future undiscounted cash flows that are expected to be generated by the lowest level associated asset grouping. Recoverability of indefinite lived intangible assets is measured by comparison of the carrying amount of the asset to its fair value. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. We did not recognize any intangible asset impairment charges in fiscal 2024, 2023 or 2022."}
-{"_id": "ORCL20231187", "title": "ORCL Derivative Financial Instruments", "text": "During fiscal 2024, 2023 and 2022, we used derivative financial instruments to manage foreign currency and interest rate risks. We do not use derivative financial instruments for trading purposes. We account for these instruments in accordance with ASC 815, Derivatives and Hedging (ASC 815), which requires that every derivative instrument be recorded on the balance sheet as either an asset or liability measured at its fair value as of each reporting date. ASC 815 also requires that changes in our derivatives\u2019 fair values be recognized in earnings, unless specific hedge accounting and documentation criteria are met (i.e., the instruments are accounted for as certain types of hedges)."}
-{"_id": "ORCL20231188", "title": "ORCL Derivative Financial Instruments", "text": "The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. For a derivative instrument designated as a fair value hedge, loss or gain attributable to the risk being hedged is recognized in earnings in the period of change with a corresponding earnings offset recorded to the item for which the risk is being hedged. For a derivative instrument designated as a cash flow hedge, during each reporting period, we record the change in fair value of the derivative to accumulated other comprehensive loss (AOCL) in our consolidated balance sheets and the change is reclassified to earnings in the period the hedged item affects earnings."}
-{"_id": "ORCL20231190", "title": "ORCL Leases", "text": "We apply the provisions of ASC 842, Leases (ASC 842), in accounting for our leases. Accordingly, we determine if an arrangement is a lease at its inception. Operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments, because the implicit rate of the lease is generally not known. Right-of-Use (ROU) assets related to our operating lease liabilities are measured at lease inception based on the initial measurement of the lease liability, plus any prepaid lease payments and less any lease incentives. Our lease terms that are used in determining our operating lease liabilities at lease inception may include options to extend or terminate the leases when it is reasonably certain that we will exercise such options. We amortize our ROU assets as operating lease expense generally on a straight-line basis over the lease term and classify both the lease amortization and imputed interest as operating expenses. We have lease agreements with lease and non-lease components, and in such cases, we generally account for the components as a single lease component. We do not recognize lease assets and lease liabilities for any lease with an original lease term of less than one year. Abandoned operating leases are accounted for as ROU asset impairment charges pursuant to ASC 842."}
-{"_id": "ORCL20231192", "title": "ORCL Leases", "text": "ROU assets related to our operating leases are included in other non-current assets, short-term operating lease liabilities are included in other current liabilities, and long-term operating lease liabilities are included in other non-current liabilities in our consolidated balance sheets. Cash flow movements related to our lease activities are included in prepaid expenses and other assets and accounts payable and other liabilities as presented in net cash"}
-{"_id": "ORCL20231194", "title": "ORCL Index to Financial Statements", "text": "provided by operating activities in our consolidated statements of cash flows for the years ended May 31, 2024 and 2023. Note 10 below provides additional information regarding our leases."}
-{"_id": "ORCL20231196", "title": "ORCL Legal and Other Contingencies", "text": "We are currently involved in various claims and legal proceedings. Quarterly, we review the status of each significant matter and assess our potential financial exposure. Descriptions of our accounting policies associated with contingencies assumed as a part of a business combination are provided under \u201cBusiness Combinations\u201d above. For legal and other contingencies that are not a part of a business combination or related to income taxes, we accrue a liability for an estimated loss if the potential loss from any claim or legal proceeding is considered probable, and the amount can be reasonably estimated. Note 16 below provides additional information regarding certain of our legal contingencies."}
-{"_id": "ORCL20231198", "title": "ORCL Foreign Currency", "text": "We transact business in various foreign currencies. In general, the functional currency of a foreign operation is the local country\u2019s currency. Consequently, revenues and expenses of operations outside the U.S. are translated into U.S. Dollars using weighted-average exchange rates while assets and liabilities of operations outside the U.S. are translated into U.S. Dollars using exchange rates at the balance sheet dates. The effects of foreign currency translation adjustments are included in stockholders\u2019 equity as a component of AOCL in the accompanying consolidated balance sheets and related periodic movements are summarized as a line item in our consolidated statements of comprehensive income. Net foreign exchange transaction losses included in non-operating expenses, net in the accompanying consolidated statements of operations were $228 million, $249 million and $199 million in fiscal 2024, 2023 and 2022, respectively."}
-{"_id": "ORCL20231200", "title": "ORCL Stock-Based Compensation", "text": "We account for share-based payments to employees, including grants of service-based restricted stock unit (RSU) awards, service-based employee stock options, performance-based stock options (PSOs), and purchases under employee stock purchase plans in accordance with ASC 718, Compensation\u2014Stock Compensation, which requires that share-based payments (to the extent they are compensatory) be recognized in our consolidated statements of operations based on their fair values. We account for forfeitures of stock-based awards as they occur."}
-{"_id": "ORCL20231201", "title": "ORCL Stock-Based Compensation", "text": "For our service-based stock awards, we recognize stock-based compensation expense on a straight-line basis over the service period of the award, which is generally four years."}
-{"_id": "ORCL20231202", "title": "ORCL Stock-Based Compensation", "text": "For our PSOs, we recognize stock-based compensation expense on a straight-line basis for tranches that are probable of achievement over the longer of the (a) estimated implicit service period for performance-metric achievement or (b) derived service period for market-based metric achievement applicable for each tranche. During our interim and annual reporting periods, stock-based compensation expense is recorded based on expected attainment of performance targets. Changes in our estimates of the expected attainment of performance targets that result in a change in the number of shares that are expected to vest, or changes in our estimates of implicit service periods, may cause the amount of stock-based compensation expense that we record for each interim reporting period to vary. Any changes in estimates that impact our expectation of the number of shares that are expected to vest are reflected in the amount of stock-based compensation expense that we recognize for each PSO tranche on a cumulative catch up basis during each interim reporting period in which such estimates are altered. Changes in estimates of the implicit service periods are recognized prospectively."}
-{"_id": "ORCL20231204", "title": "ORCL Stock-Based Compensation", "text": "We record deferred tax assets for stock-based compensation awards that result in deductions on certain of our income tax returns based on the amount of stock-based compensation recognized in each reporting period and the fair values attributable to the vested portion of stock awards assumed in connection with a business combination at the statutory tax rates in the jurisdictions that we are able to recognize such tax deductions. The impacts of the actual tax deductions for stock-based awards that are realized in these jurisdictions are generally recognized in the reporting period that a restricted stock-based award vests or a stock option is exercised with any shortfall/windfall relative to the deferred tax asset established, and recorded as a discrete detriment/benefit to our provision for"}
-{"_id": "ORCL20231206", "title": "ORCL Index to Financial Statements", "text": "income taxes in such period. Note 12 below provides additional information regarding our stock-based compensation plans and related expenses."}
-{"_id": "ORCL20231208", "title": "ORCL Research and Development Costs and Software Development Costs", "text": "Research and development costs are generally expensed as incurred in accordance with ASC 730, Research and Development. Software development costs required to be capitalized under ASC 985-20, Costs of Software to be Sold, Leased or Marketed, and under ASC 350-40, Internal-Use Software, were not material to our consolidated financial statements in fiscal 2024, 2023 and 2022."}
-{"_id": "ORCL20231216", "title": "ORCL Acquisition Related and Other Expenses", "text": "Acquisition related and other expenses primarily consist of personnel related costs for transitional and certain other employees, certain business combination adjustments, including adjustments after the measurement period has ended, and certain other operating items, net. For fiscal 2022, acquisition related and other expenses included certain litigation related charges. ##########Year Ended May 31,#### (in millions)####2024######2023####2022 Transitional and other employee related costs##$##19####$##77##$##10 Business combination adjustments, net####(12##)####10####9 Other, net####307######103####4,694 Total acquisition related and other expenses##$##314####$##190##$##4,713"}
-{"_id": "ORCL20231226", "title": "ORCL Non-Operating Expenses, net", "text": "Non-operating expenses, net consists primarily of interest income, net foreign currency exchange losses, the noncontrolling interests in the net profits of our majority-owned subsidiaries (primarily Oracle Financial Services Software Limited and Oracle Corporation Japan), net losses related to equity investments, including losses attributable to equity method investments (primarily Ampere) and net other income and expenses, including net unrealized gains and losses from our investment portfolio related to our deferred compensation plan and non-service net periodic pension income and losses. ##########Year Ended May 31,######## (in millions)####2024######2023######2022## Interest income##$##451####$##285####$##94## Foreign currency losses, net####(228##)####(249##)####(199##) Noncontrolling interests in income####(186##)####(165##)####(184##) Losses from equity investments, net####(303##)####(327##)####(147##) Other income (expenses), net####168######(6##)####(86##) Total non-operating expenses, net##$##(98##)##$##(462##)##$##(522##)"}
-{"_id": "ORCL20231228", "title": "ORCL Income Taxes", "text": "We account for income taxes in accordance with ASC 740, Income Taxes (ASC 740). Deferred income taxes are recorded for the expected tax consequences of temporary differences between the tax bases of assets and liabilities for financial reporting purposes and amounts recognized for income tax purposes. We record a valuation allowance to reduce our deferred tax assets to the amount of future tax benefit that is more likely than not to be realized."}
-{"_id": "ORCL20231230", "title": "ORCL Income Taxes", "text": "A two-step approach is applied pursuant to ASC 740 in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is"}
-{"_id": "ORCL20231232", "title": "ORCL Index to Financial Statements", "text": "more than 50% likely to be realized upon ultimate settlement. We recognize interest and penalties related to uncertain tax positions in our provision for income taxes line of our consolidated statements of operations."}
-{"_id": "ORCL20231233", "title": "ORCL Index to Financial Statements", "text": "A description of our accounting policies associated with tax related contingencies and valuation allowances assumed as a part of a business combination is provided under \u201cBusiness Combinations\u201d above."}
-{"_id": "ORCL20231235", "title": "ORCL Recent Accounting Pronouncements", "text": "Segment Reporting: In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which enhances the disclosures required for operating segments in our annual and interim consolidated financial statements. ASU 2023-07 is effective for us for our annual reporting for fiscal 2025 and for interim period reporting beginning in fiscal 2026 on a retrospective basis. Early adoption is permitted. We are currently evaluating the impact of our pending adoption of ASU 2023-07 on our consolidated financial statements."}
-{"_id": "ORCL20231236", "title": "ORCL Recent Accounting Pronouncements", "text": "Income Taxes: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which enhances the disclosures required for income taxes in our annual consolidated financial statements. ASU 2023-09 is effective for us for our annual reporting for fiscal 2026 on a prospective basis. Both early adoption and retrospective application are permitted. We are currently evaluating the impact of our pending adoption of ASU 2023-09 on our consolidated financial statements."}
-{"_id": "ORCL20231239", "title": "ORCL Fiscal 2023 Acquisition of Cerner Corporation", "text": "On June 8, 2022, we completed our acquisition of Cerner Corporation (Cerner), a provider of digital information systems used within hospitals and health systems that are designed to enable medical professionals to deliver better healthcare to individual patients and communities."}
-{"_id": "ORCL20231240", "title": "ORCL Fiscal 2023 Acquisition of Cerner Corporation", "text": "The total purchase price for Cerner was $28.2 billion, which consisted of $28.2 billion in cash and $55 million for the fair values of restricted stock-based awards and stock options assumed. In allocating the purchase price based on estimated fair values, we recorded approximately $18.6 billion of goodwill, $12.0 billion of identifiable intangible assets and $2.4 billion of net tangible liabilities. Goodwill recognized as a part of our acquisition of Cerner was not deductible for income tax purposes."}
-{"_id": "ORCL20231242", "title": "ORCL Other Fiscal 2024, 2023 and 2022 Acquisitions", "text": "During fiscal 2024, 2023 and 2022, we acquired certain other companies and purchased certain technology and development assets primarily to expand our products and services offerings. These acquisitions were not significant individually or in the aggregate to our consolidated financial statements."}
-{"_id": "ORCL20231244", "title": "ORCL 3.CASH, CASH EQUIVALENTS AND MARKETABLE SECURITIES", "text": "Cash and cash equivalents primarily consist of deposits held at major banks, money market funds and other securities with original maturities of 90 days or less. Marketable securities consist of time deposits, marketable equity securities and certain other securities with original maturities at the time of purchase greater than 90 days."}
-{"_id": "ORCL20231246", "title": "ORCL 3.CASH, CASH EQUIVALENTS AND MARKETABLE SECURITIES", "text": "The amortized principal amounts of our cash, cash equivalents and marketable securities approximated their fair values at May 31, 2024 and 2023. We use the specific identification method to determine any realized gains or losses from the sale of our marketable securities classified as available-for-sale. Such realized gains and losses were"}
-{"_id": "ORCL20231255", "title": "ORCL Index to Financial Statements", "text": "insignificant for fiscal 2024, 2023 and 2022. The following table summarizes the components of our cash equivalents and marketable securities held, substantially all of which were classified as available-for-sale: ######May 31,#### (in millions)####2024######2023 Money market funds##$##2,620####$##1,694 Time deposits and other####310######468 Total investments##$##2,930####$##2,162 Investments classified as cash equivalents##$##2,723####$##1,740 Investments classified as marketable securities##$##207####$##422"}
-{"_id": "ORCL20231256", "title": "ORCL Index to Financial Statements", "text": "As of May 31, 2024 and 2023, all of our marketable debt securities investments mature within one year. Our investment portfolio is subject to market risk due to changes in interest rates. As described above, we limit purchases of marketable debt securities to investment-grade securities, which have high credit ratings and also limit the amount of credit exposure to any one issuer. As stated in our investment policy, we are averse to principal loss and seek to preserve our invested funds by limiting default risk and market risk."}
-{"_id": "ORCL20231257", "title": "ORCL Index to Financial Statements", "text": "Restricted cash that was included within cash and cash equivalents as presented within our consolidated balance sheets as of May 31, 2024 and 2023 and our consolidated statements of cash flows for the years ended May 31, 2024, 2023 and 2022 was immaterial."}
-{"_id": "ORCL20231259", "title": "ORCL 4.FAIR VALUE MEASUREMENTS", "text": "We perform fair value measurements in accordance with ASC 820. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at their fair values, we consider the principal or most advantageous market in which we would transact and consider assumptions that market participants would use when pricing the assets or liabilities, such as inherent risk, transfer restrictions and risk of nonperformance."}
-{"_id": "ORCL20231264", "title": "ORCL 4.FAIR VALUE MEASUREMENTS", "text": "ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset\u2019s or a liability\u2019s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value: \u2022Level 1: quoted prices in active markets for identical assets or liabilities; \u2022Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or \u2022Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities."}
-{"_id": "ORCL20231266", "title": "ORCL Index to Financial Statements", "text": "Assets and Liabilities Measured at Fair Value on a Recurring Basis"}
-{"_id": "ORCL20231277", "title": "ORCL Index to Financial Statements", "text": "Our assets and liabilities measured at fair value on a recurring basis consisted of the following (Level 1 and Level 2 inputs are defined above): ##########May 31, 2024##############May 31, 2023#### ######Fair Value Measurements Using Input Types##############Fair Value Measurements Using Input Types######## (in millions)####Level 1######Level 2####Total####Level 1######Level 2####Total Assets:############################ Money market funds##$##2,620####$##\u2014##$##2,620##$##1,694####$##\u2014##$##1,694 Time deposits and other####48######262####310####180######288####468 Derivative financial instruments####\u2014######179####179####\u2014######102####102 Total assets##$##2,668####$##441##$##3,109##$##1,874####$##390##$##2,264 Liabilities:############################ Derivative financial instruments##$##\u2014####$##96##$##96##$##\u2014####$##126##$##126"}
-{"_id": "ORCL20231278", "title": "ORCL Index to Financial Statements", "text": "Our valuation techniques used to measure the fair values of our instruments that were classified as Level 1 in the table above were derived from quoted market prices and active markets for these instruments that exist. Our valuation techniques used to measure the fair values of Level 2 instruments listed in the table above were derived from the following: non-binding market consensus prices that were corroborated by observable market data, quoted market prices for similar instruments, or pricing models, such as discounted cash flow techniques, with all significant inputs derived from or corroborated by observable market data including reference rate yield curves, among others."}
-{"_id": "ORCL20231279", "title": "ORCL Index to Financial Statements", "text": "Based on the trading prices of the $86.5 billion and $89.9 billion of senior notes and other long-term borrowings and the related fair value hedges (refer to Note 7 for additional information) that we had outstanding as of May 31, 2024 and 2023, respectively, the estimated fair values of the senior notes and other long-term borrowings and the related fair value hedges using Level 2 inputs at May 31, 2024 and 2023 were $77.2 billion and $79.9 billion, respectively."}
-{"_id": "ORCL20231291", "title": "ORCL 5.PROPERTY, PLANT AND EQUIPMENT", "text": "Property, plant and equipment, net consisted of the following: ##Estimated########May 31,###### (Dollars in millions)##Useful Life####2024########2023## Computer, network, machinery and equipment##1-5 years##$##20,989######$##17,258## Buildings and improvements##1-40 years####6,493########5,880## Furniture, fixtures and other##5-15 years####463########447## Land##\u2014####1,239########1,243## Construction in progress(1)##\u2014####5,634########3,846## Total property, plant and equipment##1-40 years####34,818########28,674## Accumulated depreciation######(13,282##)######(11,605##) Total property, plant and equipment, net####$##21,536######$##17,069##"}
-{"_id": "ORCL20231293", "title": "ORCL 5.PROPERTY, PLANT AND EQUIPMENT", "text": "(1)Amounts primarily consist of computer equipment to be built and deployed at our data centers."}
-{"_id": "ORCL20231303", "title": "ORCL 6.INTANGIBLE ASSETS AND GOODWILL", "text": "The changes in intangible assets for fiscal 2024 and the net book value of intangible assets as of May 31, 2024 and 2023 were as follows: ##########Intangible Assets, Gross########################Accumulated Amortization################Intangible Assets, Net######Weighted Average (Dollars in millions)####May 31, 2023####Additions######Retirements######May 31, 2024####May 31, 2023######Expense########Retirements####May 31, 2024######May 31, 2023######May 31, 2024##Useful Life(1) Developed technology##$##4,300##$##59####$##(124##)##$##4,235##$##(2,407##)##$##(676##)####$##124##$##(2,959##)##$##1,893####$##1,276##3 Cloud services and license support agreements and related relationships####9,456####\u2014######(996##)####8,460####(5,579##)####(1,026##)######996####(5,609##)####3,877######2,851##N.A. Cloud license and on-premise license agreements and related relationships####2,688####\u2014######(125##)####2,563####(697##)####(467##)######125####(1,039##)####1,991######1,524##N.A. Other####3,582####4######(53##)####3,533####(1,506##)####(841##)######53####(2,294##)####2,076######1,239##N.A. Total intangible assets, net##$##20,026##$##63####$##(1,298##)##$##18,791##$##(10,189##)##$##(3,010##)####$##1,298##$##(11,901##)##$##9,837####$##6,890##"}
-{"_id": "ORCL20231304", "title": "ORCL 6.INTANGIBLE ASSETS AND GOODWILL", "text": "(1)Represents weighted-average useful lives (in years) of intangible assets acquired during fiscal 2024."}
-{"_id": "ORCL20231312", "title": "ORCL 6.INTANGIBLE ASSETS AND GOODWILL", "text": "As of May 31, 2024, estimated future amortization expenses related to intangible assets were as follows (in millions): Fiscal 2025##$##2,303 Fiscal 2026####1,639 Fiscal 2027####672 Fiscal 2028####635 Fiscal 2029####561 Thereafter####1,080 Total intangible assets, net##$##6,890"}
-{"_id": "ORCL20231320", "title": "ORCL 6.INTANGIBLE ASSETS AND GOODWILL", "text": "The changes in the carrying amounts of goodwill, net, which is generally not deductible for tax purposes, for our operating segments for fiscal 2024 and 2023 were as follows: (in millions)####Cloud and License######Hardware####Services######Total Goodwill, net## Balances as of May 31, 2022##$##39,938####$##2,367##$##1,506####$##43,811## Goodwill from acquisitions####17,203######365####1,050######18,618## Goodwill adjustments, net(1)####(81##)####\u2014####(87##)####(168##) Balances as of May 31, 2023####57,060######2,732####2,469######62,261## Goodwill adjustments, net(1)####12######\u2014####(43##)####(31##) Balances as of May 31, 2024##$##57,072####$##2,732##$##2,426####$##62,230##"}
-{"_id": "ORCL20231322", "title": "ORCL 6.INTANGIBLE ASSETS AND GOODWILL", "text": "(1)Amounts include any changes in goodwill balances for the period presented that resulted from foreign currency translations and certain other adjustments."}
-{"_id": "ORCL20231381", "title": "ORCL Notes payable and other borrowings consisted of the following:", "text": " ############May 31,######## ########2024##########2023## (Amounts in millions)##Date of Issuance####Amount####Effective Interest Rate######Amount####Effective Interest Rate Fixed-rate senior notes:#################### $1,000, 3.625%, due July 2023##July 2013##$##\u2014####N.A.####$##1,000####3.73% $2,500, 2.40%, due September 2023##July 2016####\u2014####N.A.######2,500####2.44% $2,000, 3.40%, due July 2024##July 2014####2,000####3.43%######2,000####3.43% $2,000, 2.95%, due November 2024##November 2017####2,000####3.01%######2,000####3.01% $3,500, 2.50%, due April 2025##April 2020####3,500####2.54%######3,500####2.54% $2,500, 2.95%, due May 2025##May 2015####2,500####3.05%######2,500####3.05% \u20ac750, 3.125%, due July 2025(1)(2)##July 2013####808####3.17%######800####3.17% $1,000, 5.80%, due November 2025##November 2022####1,000####5.93%######1,000####5.93% $2,750, 1.65%, due March 2026##March 2021####2,750####1.67%######2,750####1.67% $3,000, 2.65%, due July 2026##July 2016####3,000####2.73%######3,000####2.73% $2,250, 2.80%, due April 2027##April 2020####2,250####2.87%######2,250####2.87% $2,750, 3.25%, due November 2027##November 2017####2,750####3.29%######2,750####3.29% $2,000, 2.30%, due March 2028##March 2021####2,000####2.36%######2,000####2.36% $750, 4.50%, due May 2028##February 2023####750####4.60%######750####4.60% $1,250, 6.15%, due November 2029##November 2022####1,250####6.21%######1,250####6.21% $3,250, 2.95%, due April 2030##April 2020####3,250####3.00%######3,250####3.00% $750, 4.65%, due May 2030##February 2023####750####4.75%######750####4.75% $500, 3.25%, due May 2030##May 2015####500####3.35%######500####3.35% $3,250, 2.875%, due March 2031##March 2021####3,250####2.92%######3,250####2.92% $2,250, 6.25%, due November 2032##November 2022####2,250####6.32%######2,250####6.32% $1,500, 4.90%, due February 2033##February 2023####1,500####4.95%######1,500####4.95% $1,750, 4.30%, due July 2034##July 2014####1,750####4.30%######1,750####4.30% $1,250, 3.90%, due May 2035##May 2015####1,250####4.00%######1,250####4.00% $1,250, 3.85%, due July 2036##July 2016####1,250####3.89%######1,250####3.89% $1,750, 3.80%, due November 2037##November 2017####1,750####3.86%######1,750####3.86% $1,250, 6.50%, due April 2038##April 2008####1,250####6.51%######1,250####6.51% $1,250, 6.125%, due July 2039##July 2009####1,250####6.17%######1,250####6.17% $3,000, 3.60%, due April 2040##April 2020####3,000####3.64%######3,000####3.64% $2,250, 5.375%, due July 2040##July 2010####2,250####5.45%######2,250####5.45% $2,250, 3.65%, due March 2041##March 2021####2,250####3.72%######2,250####3.72% $1,000, 4.50%, due July 2044##July 2014####1,000####4.50%######1,000####4.50% $2,000, 4.125%, due May 2045##May 2015####2,000####4.20%######2,000####4.20% $3,000, 4.00%, due July 2046##July 2016####3,000####4.03%######3,000####4.03% $2,250, 4.00%, due November 2047##November 2017####2,250####4.05%######2,250####4.05% $4,500, 3.60%, due April 2050##April 2020####4,500####3.64%######4,500####3.64% $3,250, 3.95%, due March 2051##March 2021####3,250####3.98%######3,250####3.98% $2,500, 6.90%, due November 2052##November 2022####2,500####6.94%######2,500####6.94% $2,250, 5.55%, due February 2053##February 2023####2,250####5.62%######2,250####5.62% $1,250, 4.375%, due May 2055##May 2015####1,250####4.44%######1,250####4.44% $3,500, 3.85%, due April 2060##April 2020####3,500####3.89%######3,500####3.89% $1,500, 4.10%, due March 2061##March 2021####1,500####4.13%######1,500####4.13% Term loan credit agreement and other borrowings:#################### $790, SOFR plus 1.70%, due August 2025(3)##August 2022####790####6.99%######790####5.68% $170, SOFR plus 1.70%, due August 2025##November 2022####170####6.98%######170####6.16% $3,570, SOFR plus 1.70%, due August 2027(3)##August 2022####3,570####6.99%######3,570####5.68% $1,100, SOFR plus 1.70%, due August 2027##November 2022####1,100####6.98%######1,100####6.16% Commercial paper notes######401####5.43%######563####4.89% Other borrowings due August 2025##November 2016####113####3.53%######113####3.53% Total senior notes and other borrowings####$##87,202########$##90,856#### Unamortized discount/issuance costs######(302##)########(323##)## Hedge accounting fair value adjustments(2)######(31##)########(52##)## Total notes payable and other borrowings####$##86,869########$##90,481####"}
-{"_id": "ORCL20231385", "title": "ORCL Notes payable and other borrowings, non-current####$##76,264########$##86,420####", "text": "(1)In July 2013, we issued \u20ac750 million of 3.125% senior notes due July 2025 (July 2025 Notes). Principal and unamortized discount/issuance costs for the July 2025 Notes in the table above were calculated using foreign currency exchange rates, as applicable, as of May 31, 2024 and May 31, 2023, respectively. The July 2025 Notes are registered and trade on the New York Stock Exchange."}
-{"_id": "ORCL20231387", "title": "ORCL Index to Financial Statements", "text": "(2)In fiscal 2018 we entered into certain cross-currency interest rate swap agreements that have the economic effect of converting our fixed-rate, Euro-denominated debt, including annual interest payments and the payment of principal at maturity, to a variable-rate, U.S. Dollar-denominated debt of $871 million based on LIBOR. The effective interest rates as of May 31, 2024 and 2023 after consideration of the cross-currency interest rate swap agreements were 8.76% and 8.36%, respectively, for the July 2025 Notes. Refer to Note 1 for a description of our accounting for fair value hedges."}
-{"_id": "ORCL20231388", "title": "ORCL Index to Financial Statements", "text": "(3)In fiscal 2023, we entered into certain interest rate swap agreements that have the economic effect of converting our floating-rate borrowings to fixed-rate borrowings with a fixed annual interest rate of 3.07%, plus a margin depending on the credit rating assigned to our long-term senior unsecured debt, as further discussed below. The effective interest rates after consideration of the interest rate swap agreements were 4.74% for each of fiscal 2024 and 2023. Refer to Note 1 for a description of our accounting for cash flow hedges."}
-{"_id": "ORCL20231396", "title": "ORCL Index to Financial Statements", "text": "Future principal payments (adjusted for the effects of the cross-currency interest rate swap agreements associated with the July 2025 Notes) for all of our borrowings at May 31, 2024 were as follows (in millions): Fiscal 2025##$##10,612 Fiscal 2026####5,016 Fiscal 2027####5,743 Fiscal 2028####10,145 Fiscal 2029####\u2014 Thereafter####55,750 Total##$##87,266"}
-{"_id": "ORCL20231398", "title": "ORCL Senior Notes", "text": "Interest is payable semi-annually for the senior notes listed in the above table except for the Euro Notes for which interest is payable annually. We may redeem some or all of the senior notes of each series prior to their maturity, subject to certain restrictions, and the payment of an applicable make-whole premium in certain instances."}
-{"_id": "ORCL20231399", "title": "ORCL Senior Notes", "text": "The senior notes rank pari passu with all existing and future notes issued pursuant to our commercial paper program (see additional discussion regarding our commercial paper program below) and all existing and future unsecured senior indebtedness of Oracle Corporation, including the Revolving Credit Agreement and the Term Loan Credit Agreement each as defined and described further below. All existing and future liabilities of the subsidiaries of Oracle Corporation are or will be effectively senior to the senior notes and Commercial Paper Notes (defined below), borrowings under the Term Loan Credit Agreement and any future borrowings pursuant to the Revolving Credit Agreement. We were in compliance with all debt-related covenants at May 31, 2024."}
-{"_id": "ORCL20231401", "title": "ORCL Delayed Draw Term Loan Credit Agreement", "text": "On June 8, 2022, we borrowed $15.7 billion under a delayed draw term loan credit agreement (Bridge Credit Agreement) that we entered into in March 2022 to partly finance our acquisition of Cerner. The Bridge Credit Agreement provided that, subject to certain exceptions, net cash proceeds received by us from certain debt and equity issuances shall result in mandatory prepayments under the Bridge Credit Agreement. Interest was based on either (a) a Term Secured Overnight Financing Rate (SOFR)-based formula plus a margin of 100.0 basis points to 137.5 basis points, depending on the credit rating assigned to our long-term senior unsecured debt, or (b) a Base Rate formula plus a margin of 0.0 basis points to 37.5 basis points, depending on the same such credit rating, each as set forth in the Bridge Credit Agreement. The effective interest rate for fiscal 2023 was 3.57%. We fully repaid the amount borrowed under the Bridge Credit Agreement during fiscal 2023."}
-{"_id": "ORCL20231404", "title": "ORCL Revolving Credit Agreement", "text": "Our Revolving Credit Agreement provides for an unsecured $6.0 billion, five-year revolving credit facility (the Revolving Facility) to be used for our working capital purposes and for other general corporate purposes. Subject to certain conditions stated in the Revolving Credit Agreement, we may borrow, prepay and reborrow amounts under the Revolving Facility during the term of the Revolving Credit Agreement. All amounts borrowed under the Revolving Credit Agreement will become due on March 8, 2027, unless the commitments are terminated earlier either at our request or, if an event of default occurs, by the lenders (or automatically in the case of certain bankruptcy-related events). Interest is based on either (a) a Term SOFR-based formula plus a margin of 87.5 basis points to 150.0 basis points, depending on the credit rating assigned to our long-term senior unsecured debt, or (b) a Base Rate formula plus a margin of 0.0 basis points to 50.0 basis points, depending on the same such credit rating, each as set forth in"}
-{"_id": "ORCL20231406", "title": "ORCL Index to Financial Statements", "text": "the Revolving Credit Agreement. As of May 31, 2024 and 2023, we did not have any outstanding borrowing under the Revolving Credit Agreement."}
-{"_id": "ORCL20231408", "title": "ORCL Term Loan Credit Agreements", "text": "During fiscal 2023, pursuant to a term loan credit agreement (Term Loan Credit Agreement) providing for an aggregate term loan commitment of $5.6 billion, we borrowed $4.7 billion under term loan 1 facility (Term Loan 1 Facility) and $960 million under term loan 2 facility (Term Loan 2 Facility and, together with the Term Loan 1 Facility, the Term Loan Facilities). We may request additional commitments under the Term Loan Credit Agreement up to a maximum of $6.0 billion (each, an Incremental Borrowing). The use of proceeds of any Incremental Borrowing will be specified at the time of such borrowing and may include working capital purposes and other general corporate purposes."}
-{"_id": "ORCL20231412", "title": "ORCL Term Loan Credit Agreements", "text": "The Term Loan Credit Agreement provides for repayment of borrowings under the Term Loan Facilities as follows: \u2022an amount equal to the amount borrowed reduced by any prepayments multiplied by 1.25% on September 30, 2024 and quarterly thereafter until June 30, 2026; \u2022an amount equal to the amount borrowed reduced by any prepayments multiplied by 2.50% on September 30, 2026 and quarterly thereafter until June 30, 2027; and \u2022any remaining unpaid principal balance under the Term Loan 1 Facility will become fully due and payable on August 16, 2027 and any remaining unpaid principal balance under the Term Loan 2 Facility will become fully due and payable on August 16, 2025 (subject to any extension of the Term Loan 2 Facility termination date, as set out below), unless the outstanding loans are prepaid earlier at the request of Oracle or accelerated by the lenders if an event of default occurs."}
-{"_id": "ORCL20231413", "title": "ORCL Term Loan Credit Agreements", "text": "The termination date of the Term Loan 2 Facility may be extended at our sole option by up to 2 years. The termination date of each Term Loan Facility may also be further extended at each lender\u2019s option by up to 2 years."}
-{"_id": "ORCL20231414", "title": "ORCL Term Loan Credit Agreements", "text": "Interest is based on either (a) a Term SOFR-based formula plus a margin of 147.5 basis points to 197.5 basis points, depending on the credit rating assigned to our long-term senior unsecured debt, or (b) a Base Rate formula plus a margin of 47.5 basis points to 97.5 basis points, depending on the same such credit rating, each as set forth in the Term Loan Credit Agreement."}
-{"_id": "ORCL20231415", "title": "ORCL Term Loan Credit Agreements", "text": "We were in compliance with all covenants under the Term Loan Credit Agreement as of May 31, 2024."}
-{"_id": "ORCL20231416", "title": "ORCL Term Loan Credit Agreements", "text": "On June 10, 2024, we terminated our Term Loan Credit Agreement and repaid the principal amount outstanding together with interest accrued up to the date of repayment. Simultaneously, we borrowed up to the maximum commitment amount of $5.6 billion pursuant to a term loan credit agreement (Term Loan Credit Agreement 2) executed on the same date. The critical terms of the Term Loan Credit Agreement 2 are similar to the critical terms of the Term Loan Credit Agreement, except for terms related to the interest, the consolidation of two term loan facilities under Term Loan Credit Agreement into a single facility under Term Loan Credit Agreement 2 and the options to extend the Term Loan Credit Agreement 2. Interest is based on either (a) a Term SOFR-based formula plus a margin of 112.5 basis points to 162.5 basis points, depending on the credit rating assigned to our long-term senior unsecured debt, or (b) a Base Rate formula plus a margin of 12.5 basis points to 62.5 basis points, depending on the same such credit rating, each as set forth in the Term Loan Credit Agreement 2."}
-{"_id": "ORCL20231420", "title": "ORCL Term Loan Credit Agreements", "text": "The Term Loan Credit Agreement 2 provides for repayment of borrowing as follows: \u2022an amount equal to the amount borrowed reduced by any prepayments multiplied by 1.25% on September 30, 2024 and quarterly thereafter until June 30, 2026; \u2022an amount equal to the amount borrowed reduced by any prepayments multiplied by 2.50% on September 30, 2026 and quarterly thereafter until June 30, 2027; and"}
-{"_id": "ORCL20231422", "title": "ORCL Index to Financial Statements", "text": " \u2022any remaining unpaid principal balance under the Term Loan Credit Agreement 2 will become fully due and payable on August 16, 2027 (subject to any extension of the Term Loan Credit Agreement 2 termination date, as set out below), unless the outstanding loans are prepaid earlier at the request of Oracle or accelerated by the lenders if an event of default occurs."}
-{"_id": "ORCL20231423", "title": "ORCL Index to Financial Statements", "text": "The termination date of the Term Loan Credit Agreement 2 may be extended at our sole option by up to 2 years. The termination date of the Term Loan Credit Agreement 2 may also be further extended at each lender\u2019s option by up to 2 years."}
-{"_id": "ORCL20231425", "title": "ORCL Commercial Paper Program and Commercial Paper Notes", "text": "Our existing $6.0 billion commercial paper program allows us to issue and sell unsecured short-term promissory notes (Commercial Paper Notes) pursuant to a private placement exemption from the registration requirements under federal and state securities laws pursuant to dealer agreements with various banks and an Issuing and Paying Agency Agreement with Deutsche Bank Trust Company Americas."}
-{"_id": "ORCL20231426", "title": "ORCL Commercial Paper Program and Commercial Paper Notes", "text": "As of May 31, 2024 and 2023, there were $401 million and $563 million of outstanding Commercial Paper Notes, respectively. Commercial Paper Notes outstanding as of May 31, 2024 mature at various dates through August 2024. We use the net proceeds from the issuance of commercial paper for general corporate purposes."}
-{"_id": "ORCL20231429", "title": "ORCL Fiscal 2024 Oracle Restructuring Plan", "text": "During fiscal 2024, our management approved, committed to and initiated plans to restructure and further improve efficiencies in our operations due to our acquisitions and certain other operational activities (2024 Restructuring Plan). The total estimated restructuring costs associated with the 2024 Restructuring Plan are up to $635 million and will be recorded to the restructuring expense line item within our consolidated statements of operations as they are incurred through the end of the plan. We recorded $432 million of restructuring expenses in connection with the 2024 Restructuring Plan in fiscal 2024. Any changes to the estimates of executing the 2024 Restructuring Plan will be reflected in our future results of operations."}
-{"_id": "ORCL20231432", "title": "ORCL Fiscal 2022 Oracle Restructuring Plan", "text": "During fiscal 2022, our management approved, committed to and initiated plans to restructure and further improve efficiencies in our operations due to our acquisitions and certain other operational activities (2022 Restructuring Plan). In fiscal 2023, our management supplemented the 2022 Restructuring Plan to reflect additional actions that we expected to take. Restructuring costs associated with the 2022 Restructuring Plan were recorded to the restructuring expense line item within our consolidated statements of operations as they were incurred. We recorded $493 million and $223 million of restructuring expenses in connection with the 2022 Restructuring Plan in fiscal 2023 and 2022, respectively. The total costs recorded in our consolidated statements of operations in"}
-{"_id": "ORCL20231434", "title": "ORCL Index to Financial Statements", "text": "connection with the 2022 Restructuring Plan were $716 million. Actions pursuant to the 2022 Restructuring Plan were substantially complete as of May 31, 2023."}
-{"_id": "ORCL20231446", "title": "ORCL Fiscal 2024 Activity", "text": " ####Accrued############Year Ended May 31, 2024##############Accrued####Total Costs####Total Expected (in millions)####May 31, 2023(2)####Initial Costs(3)####Adj. to Cost(4)########Cash Payments######Others(5)####May 31, 2024(2)####Accrued to Date####Program Costs Fiscal 2024 Oracle Restructuring Plan(1)###################################### Cloud and license##$##\u2014##$##204##$##(9##)####$##(108##)##$##\u2014##$##87##$##195##$##205 Hardware####\u2014####9####\u2014########(5##)####\u2014####4####9####17 Services####\u2014####46####(1##)######(33##)####\u2014####12####45####136 Other####\u2014####188####(5##)######(134##)####\u2014####49####183####277 Total Fiscal 2024 Oracle Restructuring Plan##$##\u2014##$##447##$##(15##)####$##(280##)##$##\u2014##$##152##$##432##$##635 Total other restructuring plans(6)##$##199##$##\u2014##$##(28##)####$##(89##)##$##2##$##84######## Total restructuring plans##$##199##$##447##$##(43##)####$##(369##)##$##2##$##236########"}
-{"_id": "ORCL20231458", "title": "ORCL Fiscal 2023 Activity", "text": " ####Accrued############Year Ended May 31, 2023################Accrued (in millions)####May 31, 2022####Initial Costs(3)####Adj. to Cost(4)########Cash Payments######Others(5)######May 31, 2023(2) Fiscal 2022 Oracle Restructuring Plan(1)################################ Cloud and license##$##34##$##288##$##(6##)####$##(218##)##$##1####$##99 Hardware####7####18####\u2014########(18##)####(1##)####6 Services####9####28####\u2014########(19##)####(1##)####17 Other####10####162####3########(141##)####1######35 Total Fiscal 2022 Oracle Restructuring Plan##$##60##$##496##$##(3##)####$##(396##)##$##\u2014####$##157 Total other restructuring plans(6)##$##71##$##1##$##(4##)####$##(22##)##$##(4##)##$##42 Total restructuring plans##$##131##$##497##$##(7##)####$##(418##)##$##(4##)##$##199"}
-{"_id": "ORCL20231470", "title": "ORCL Fiscal 2022 Activity", "text": " ####Accrued############Year Ended May 31, 2022################Accrued (in millions)####May 31, 2021####Initial Costs(3)####Adj. to Cost(4)########Cash Payments######Others(5)######May 31, 2022 Fiscal 2022 Oracle Restructuring Plan(1)################################ Cloud and license##$##\u2014##$##90##$##(2##)####$##(52##)##$##(2##)##$##34 Hardware####\u2014####11####\u2014########(4##)####\u2014######7 Services####\u2014####16####\u2014########(7##)####\u2014######9 Other####\u2014####105####3########(29##)####(69##)####10 Total Fiscal 2022 Oracle Restructuring Plan##$##\u2014##$##222##$##1######$##(92##)##$##(71##)##$##60 Total other restructuring plans(6)##$##225##$##\u2014##$##(32##)####$##(109##)##$##(13##)##$##71 Total restructuring plans##$##225##$##222##$##(31##)####$##(201##)##$##(84##)##$##131"}
-{"_id": "ORCL20231471", "title": "ORCL Fiscal 2022 Activity", "text": "(1)Restructuring costs recorded to each of the operating segments presented primarily related to employee severance costs. Other restructuring costs represented employee severance costs not related to our operating segments and certain other restructuring plan costs."}
-{"_id": "ORCL20231472", "title": "ORCL Fiscal 2022 Activity", "text": "(2)As of May 31, 2024 and 2023, substantially all restructuring liabilities have been recorded in other current liabilities within our consolidated balance sheets."}
-{"_id": "ORCL20231473", "title": "ORCL Fiscal 2022 Activity", "text": "(3)Costs recorded for the respective restructuring plans during the period presented."}
-{"_id": "ORCL20231474", "title": "ORCL Fiscal 2022 Activity", "text": "(4)All plan adjustments were changes in estimates whereby increases and decreases in costs were generally recorded to operating expenses in the period of adjustments."}
-{"_id": "ORCL20231475", "title": "ORCL Fiscal 2022 Activity", "text": "(5)Represents foreign currency translation and certain other non-cash adjustments."}
-{"_id": "ORCL20231476", "title": "ORCL Fiscal 2022 Activity", "text": "(6)Other restructuring plans presented in the tables above included condensed information for other Oracle based plans and other plans associated with certain of our acquisitions whereby we continued to make cash outlays to settle obligations under these plans during the periods presented but for which the periodic impact to our consolidated statements of operations was not significant."}
-{"_id": "ORCL20231487", "title": "ORCL 9.DEFERRED REVENUES", "text": "Deferred revenues consisted of the following: ######May 31,#### (in millions)####2024######2023 Cloud services and license support##$##8,203####$##7,983 Hardware####546######535 Services####512######400 Cloud license and on-premise license####52######52 Deferred revenues, current####9,313######8,970 Deferred revenues, non-current (in other non-current liabilities)####1,233######968 Total deferred revenues##$##10,546####$##9,938"}
-{"_id": "ORCL20231489", "title": "ORCL 9.DEFERRED REVENUES", "text": "Deferred cloud services and license support revenues and deferred hardware revenues substantially represent customer payments made in advance for cloud or support contracts that are typically billed in advance with corresponding revenues generally being recognized ratably or based upon customer usage over the respective contractual periods. Deferred services revenues include prepayments for our services business and revenues for these services are generally recognized as the services are performed. Deferred cloud license and on-premise license revenues typically resulted from customer payments that related to undelivered products and services or specified enhancements."}
-{"_id": "ORCL20231493", "title": "ORCL Leases", "text": "We have operating leases that primarily relate to certain of our data centers and facilities. As of May 31, 2024, our operating leases substantially have remaining terms of one year to fifteen years, some of which include options to extend and/or terminate the leases."}
-{"_id": "ORCL20231494", "title": "ORCL Leases", "text": "Operating lease expenses totaled $1.2 billion, net of sublease income of $9 million in fiscal 2024 and $873 million, net of sublease income of $11 million in fiscal 2023. At May 31, 2024, ROU assets, current lease liabilities and non-current lease liabilities for our operating leases were $7.3 billion, $1.3 billion and $6.3 billion, respectively. We recorded ROU assets of $4.2 billion in exchange for operating lease obligations during the year ended May 31, 2024. Cash paid for amounts included in the measurement of operating lease liabilities was $1.2 billion and $894 million for the year ended May 31, 2024 and 2023, respectively. As of May 31, 2024, the weighted average remaining lease term for operating leases was approximately nine years and the weighted average discount rate used for calculating operating lease obligations was 5.1%. As of May 31, 2024, we have $22.9 billion of additional operating lease commitments, primarily for data centers, that are generally expected to commence between fiscal 2025 and fiscal 2027 and for terms of nine to fifteen years that were not reflected on our consolidated balance sheet as of May 31, 2024 or in the maturities table below."}
-{"_id": "ORCL20231504", "title": "ORCL Leases", "text": "Maturities of operating lease liabilities were as follows as of May 31, 2024 (in millions): Fiscal 2025##$##1,313## Fiscal 2026####1,236## Fiscal 2027####1,128## Fiscal 2028####1,027## Fiscal 2029####936## Thereafter####3,861## Total operating lease payments####9,501## Less: imputed interest####(1,956##) Total operating lease liability##$##7,545##"}
-{"_id": "ORCL20231505", "title": "ORCL Leases", "text": "Subsequent to May 31, 2024, we entered into $9.3 billion of additional operating lease commitments for data centers that are generally expected to commence between fiscal 2025 and fiscal 2026 and for terms of fourteen to fifteen years."}
-{"_id": "ORCL20231507", "title": "ORCL Unconditional Obligations", "text": "In the ordinary course of business, we enter into certain unconditional purchase obligations with our suppliers, which are agreements that are enforceable and legally binding and specify terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the payment. Certain routine arrangements that are entered into in the ordinary course of business are not included in the amounts below, as they are generally entered into in order to secure pricing or other negotiated terms and are difficult to quantify in a meaningful way or are for terms of less than one year."}
-{"_id": "ORCL20231516", "title": "ORCL Unconditional Obligations", "text": "As of May 31, 2024, our unconditional purchase and certain other obligations were as follows (in millions): Fiscal 2025##$##625 Fiscal 2026####315 Fiscal 2027####188 Fiscal 2028####113 Fiscal 2029####86 Thereafter####260 Total##$##1,587"}
-{"_id": "ORCL20231518", "title": "ORCL Index to Financial Statements", "text": "As described in Note 7 above, as of May 31, 2024 we have senior notes and other borrowings that mature at various future dates and derivative financial instruments outstanding that we leverage to manage certain risks and exposures."}
-{"_id": "ORCL20231520", "title": "ORCL Guarantees", "text": "Our cloud, license and hardware sales agreements generally include certain provisions for indemnifying customers against liabilities if our products infringe a third party\u2019s intellectual property rights. To date, we have not incurred any material costs as a result of such indemnifications and have not accrued any material liabilities related to such obligations in our consolidated financial statements. Certain of our sales agreements also include provisions indemnifying customers against liabilities in the event we breach confidentiality or service level requirements. It is not possible to determine the maximum potential amount under these indemnification agreements due to our limited and infrequent history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement."}
-{"_id": "ORCL20231521", "title": "ORCL Guarantees", "text": "Our Oracle Cloud Services agreements generally include a warranty that the cloud services will be performed in all material respects as defined in the agreement during the service period. Our license and hardware agreements also generally include a warranty that our products will substantially operate as described in the applicable program documentation for a period of one year after delivery. We also warrant that services we perform will be provided in a manner consistent with industry standards for a period of 90 days from performance of the services."}
-{"_id": "ORCL20231524", "title": "ORCL Common Stock Repurchases", "text": "Our Board of Directors has approved a program for us to repurchase shares of our common stock. As of May 31, 2024, approximately $7.0 billion remained available for stock repurchases pursuant to our stock repurchase program. We repurchased 10.6 million shares for $1.2 billion, 17.0 million shares for $1.3 billion, and 185.8 million shares for $16.2 billion in fiscal 2024, 2023 and 2022, respectively, under the stock repurchase program."}
-{"_id": "ORCL20231525", "title": "ORCL Common Stock Repurchases", "text": "Our stock repurchase authorization does not have an expiration date and the pace of our repurchase activity will depend on factors such as our working capital needs, our cash requirements for acquisitions and dividend payments, our debt repayment obligations or repurchases of our debt, our stock price and economic and market conditions. Our stock repurchases may be effected from time to time through open market purchases or pursuant to a Rule 10b5-1 trading plan. Our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time."}
-{"_id": "ORCL20231527", "title": "ORCL Dividends on Common Stock", "text": "During fiscal 2024, 2023 and 2022, our Board of Directors declared cash dividends of $1.60, $1.36 and $1.28 per share of our outstanding common stock, respectively, which we paid during the same period."}
-{"_id": "ORCL20231529", "title": "ORCL Dividends on Common Stock", "text": "In June 2024, our Board of Directors declared a quarterly cash dividend of $0.40 per share of our outstanding common stock. The dividend is payable on July 25, 2024 to stockholders of record as of the close of business on July 11, 2024. Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination of our Board of Directors."}
-{"_id": "ORCL20231539", "title": "ORCL Accumulated Other Comprehensive Loss", "text": "The following table summarizes, as of each balance sheet date, the components of our AOCL, net of income taxes: ########May 31,###### (in millions)####2024########2023## Foreign currency translation losses##$##(1,703##)####$##(1,686##) Unrealized gains on marketable securities, net####\u2014########1## Unrealized gains on defined benefit plans, net####92########61## Unrealized gains on cash flow hedges, net####179########102## Total accumulated other comprehensive loss##$##(1,432##)####$##(1,522##)"}
-{"_id": "ORCL20231543", "title": "ORCL Stock Plans", "text": "In fiscal 2021, we adopted the 2020 Equity Incentive Plan to replace the Amended and Restated 2000 Long-Term Equity Incentive Plan (the 2000 Plan) which provides for the issuance of long-term performance awards, including restricted stock-based awards, non-qualified stock options and incentive stock options, as well as stock purchase rights and stock appreciation rights, to our eligible employees, officers and directors who are also employees or consultants, independent consultants and advisers. In fiscal 2022 and 2024, our stockholders, upon the recommendation of our Board of Directors (the Board), approved the adoption of the Amended and Restated 2020 Equity Incentive Plan (as amended and restated, the 2020 Plan and, together with the 2000 Plan, the Plans), which increased the number of authorized shares of stock that may be issued under the 2020 Plan by 300 million shares and 350 million shares, respectively. Approximately 457 million shares of common stock were available for future awards under the 2020 Plan as of May 31, 2024. Under the 2020 Plan, for each share granted as a full value award in the form of a RSU or a performance-based restricted stock award, an equivalent of 2.5 shares is deducted from our pool of shares available for grant."}
-{"_id": "ORCL20231544", "title": "ORCL Stock Plans", "text": "As of May 31, 2024, 134 million unvested RSUs, 38 million PSOs (of which 11 million shares were vested) and service-based stock options (SOs) to purchase 13 million shares of common stock, substantially all of which were vested, were outstanding under the Plans. To date, we have not issued any stock purchase rights or stock appreciation rights under either of the Plans."}
-{"_id": "ORCL20231545", "title": "ORCL Stock Plans", "text": "The vesting schedule for all awards granted under the Plans is established by the Compensation Committee of the Board (the Compensation Committee). RSUs generally require service-based vesting of 25% annually over four years. SOs were previously granted under the 2000 Plan at not less than fair market value, become exercisable generally 25% annually over four years of service, and generally expire 10 years from the date of grant."}
-{"_id": "ORCL20231547", "title": "ORCL Stock Plans", "text": "PSOs granted under the 2000 Plan to our Chief Executive Officer and Chief Technology Officer in fiscal 2018 consisted of seven numerically equivalent vesting tranches that potentially could vest. One tranche, which was based solely on the attainment of a market-based metric, was achieved and vested in fiscal 2022. Each of the remaining six tranches requires the attainment of both a performance metric and a market capitalization metric by May 31, 2022, which was subsequently extended by three additional fiscal years to May 31, 2025 via an amendment approved by the Compensation Committee during fiscal 2022. The Compensation Committee has certified that all six market capitalization goals have been achieved. One operational performance goal was achieved in fiscal 2023 and consequently, the first of the remaining six tranches vested in fiscal 2024. One operational performance goal was achieved in fiscal 2024, but the Compensation Committee has not yet certified the achievement of this performance goal and the second of the remaining six tranches is therefore not yet vested as of May 31, 2024. If any of the remaining operational performance goals are achieved before May 31, 2025, additional tranches may vest, assuming continued employment and service through the date the Compensation Committee certifies that performance has been achieved. Stock-based compensation expense is recognized starting at the time each vesting tranche becomes probable of achievement over the longer of the estimated implicit service period or derived service period. Stock-based compensation associated with a vesting tranche where vesting is no longer determined to be probable is"}
-{"_id": "ORCL20231549", "title": "ORCL Index to Financial Statements", "text": "reversed on a cumulative basis and is no longer prospectively recognized in the period when such a determination is made. We have estimated remaining service periods for those tranches that have been deemed probable of achievement as of May 31, 2024 to be one year."}
-{"_id": "ORCL20231550", "title": "ORCL Index to Financial Statements", "text": "In connection with certain of our acquisitions, we assumed certain outstanding restricted stock-based awards and stock options under each acquired company\u2019s respective stock plans, or we substituted substantially similar awards under the Plans. These restricted stock-based awards and stock options assumed or substituted generally retained all of the rights, terms and conditions of the respective plans under which they were originally granted. As of May 31, 2024, approximately 520,000 unvested RSUs and stock options to purchase approximately 257,000 shares of common stock, substantially all of which were vested, were outstanding under acquired company stock plans that Oracle assumed."}
-{"_id": "ORCL20231551", "title": "ORCL Index to Financial Statements", "text": "The 1993 Directors\u2019 Stock Plan (the Directors\u2019 Plan) provides for the issuance of RSUs and other stock-based awards, including non-qualified stock options, to non-employee directors. The Directors\u2019 Plan has from time to time been amended and restated. Under the terms of the Directors\u2019 Plan, 10 million shares of common stock are reserved for issuance (including a fiscal 2013 amendment to increase the number of shares of our common stock reserved for issuance by 2 million shares). Currently, we only grant RSUs that vest fully on the one-year anniversary of the date of grant. In fiscal 2016, the Directors\u2019 Plan was amended to permit the Compensation Committee to determine the amount and form of automatic grants of stock awards, if any, to each non-employee director upon first becoming a director and thereafter on an annual basis, as well as automatic grants for chairing certain Board committees, subject to certain stockholder approved limitations set forth in the Directors\u2019 Plan. In fiscal 2020, the Compensation Committee reduced the maximum value of the annual automatic RSU grants to each non-employee director to $350,000 and eliminated all equity grants for chairing Board committees. As of May 31, 2024, approximately 36,000 unvested RSUs and stock options to purchase approximately 92,000 shares of common stock (all of which were vested) were outstanding under the Directors\u2019 Plan. As of May 31, 2024, approximately 1 million shares were available for future stock awards under this plan."}
-{"_id": "ORCL20231568", "title": "ORCL Index to Financial Statements", "text": "The following table summarizes restricted stock-based award activity granted pursuant to Oracle-based stock plans for our last three fiscal years ended May 31, 2024: ######Restricted Stock-Based Awards Outstanding#### (in millions, except fair value)##Number of Shares########Weighted-Average Grant Date Fair Value Balance, May 31, 2021##110######$##51.87 Granted##65######$##85.07 Vested and issued##(38##)####$##50.52 Canceled##(9##)####$##63.25 Balance, May 31, 2022##128######$##68.34 Granted##76######$##66.67 Assumed##5######$##69.02 Vested and issued##(46##)####$##62.97 Canceled##(11##)####$##69.25 Balance, May 31, 2023##152######$##69.09 Granted##47######$##110.26 Vested and issued##(53##)####$##66.97 Canceled##(8##)####$##77.52 Balance, May 31, 2024##138######$##83.43"}
-{"_id": "ORCL20231570", "title": "ORCL Index to Financial Statements", "text": "The total grant date fair values of restricted stock-based awards that were vested and issued in fiscal 2024, 2023 and 2022 were $3.5 billion, $2.9 billion and $1.9 billion, respectively. As of May 31, 2024, total unrecognized stock-based compensation expense related to non-vested restricted stock-based awards was $8.6 billion and is expected to be recognized over the remaining weighted-average vesting period of 2.68 years."}
-{"_id": "ORCL20231584", "title": "ORCL Index to Financial Statements", "text": "The following table summarizes stock option activity, including SOs and PSOs, and includes awards granted pursuant to the Plans and stock plans assumed from our acquisitions for our last three fiscal years ended May 31, 2024: ######Options Outstanding#### (in millions, except exercise price)##Shares Under Stock Option########Weighted-Average Exercise Price Balance, May 31, 2021##107######$##40.14 Granted and assumed##\u2014######$##\u2014 Exercised##(10##)####$##34.34 Balance, May 31, 2022##97######$##40.70 Granted and assumed##\u2014######$##\u2014 Exercised##(33##)####$##31.37 Balance, May 31, 2023##64######$##45.42 Granted and assumed##2######$##113.91 Exercised##(15##)####$##34.84 Balance, May 31, 2024##51######$##51.05"}
-{"_id": "ORCL20231589", "title": "ORCL Index to Financial Statements", "text": "Stock options outstanding that have vested and that are expected to vest as of May 31, 2024 were as follows: ##Outstanding Stock Options (in millions)####Weighted-Average Exercise Price##Weighted-Average Remaining Contract Term (in years)####Aggregate Intrinsic Value(1) (in millions) Vested##24##$##46.38##1.63##$##1,691 Expected to vest(2)##11##$##56.99##1.93####674 Total##35##$##49.76##1.73##$##2,365"}
-{"_id": "ORCL20231590", "title": "ORCL Index to Financial Statements", "text": "(1)The aggregate intrinsic value was calculated based on the gross difference between our closing stock price on the last trading day of fiscal 2024 of $117.19 and the exercise prices for all \u201cin-the-money\u201d options outstanding, excluding tax effects."}
-{"_id": "ORCL20231591", "title": "ORCL Index to Financial Statements", "text": "(2)The unrecognized compensation expense calculated under the fair value method for shares expected to vest as of May 31, 2024 was approximately $76 million and is expected to be recognized over a weighted-average period of 2.96 years. Approximately 16 million shares outstanding as of May 31, 2024 were not expected to vest."}
-{"_id": "ORCL20231593", "title": "ORCL Stock-Based Compensation Expense and Valuations of Restricted Stock-Based Awards", "text": "We estimated the fair values of our restricted stock-based awards that are solely subject to service-based vesting requirements based upon their market values as of the grant dates, discounted for the present values of expected dividends."}
-{"_id": "ORCL20231606", "title": "ORCL Stock-Based Compensation Expense and Valuations of Restricted Stock-Based Awards", "text": "Stock-based compensation expense was included in the following operating expense line items in our consolidated statements of operations: ##########Year Ended May 31,######## (in millions)####2024######2023######2022## Cloud services and license support##$##525####$##435####$##205## Hardware####23######18######15## Services####167######137######67## Sales and marketing####667######611######448## Research and development####2,225######1,983######1,633## General and administrative####367######363######245## Total stock-based compensation####3,974######3,547######2,613## Estimated income tax benefit included in provision for income taxes####(913##)####(802##)####(593##) Total stock-based compensation, net of estimated income tax benefit##$##3,061####$##2,745####$##2,020##"}
-{"_id": "ORCL20231608", "title": "ORCL Index to Financial Statements", "text": "Tax Benefits from Exercises of Stock Options and Vesting of Restricted Stock-Based Awards"}
-{"_id": "ORCL20231609", "title": "ORCL Index to Financial Statements", "text": "Total cash received as a result of stock option exercises was approximately $545 million, $1.0 billion and $319 million for fiscal 2024, 2023 and 2022, respectively. The total aggregate intrinsic value of restricted stock-based awards that vested and were issued and stock options that were exercised was $7.4 billion, $5.1 billion and $3.7 billion for fiscal 2024, 2023 and 2022. In connection with the vesting and issuance of restricted stock-based awards and stock options that were exercised, the tax benefits realized by us were $1.7 billion, $1.2 billion and $843 million for fiscal 2024, 2023 and 2022, respectively."}
-{"_id": "ORCL20231611", "title": "ORCL Employee Stock Purchase Plan", "text": "We have an Employee Stock Purchase Plan (Purchase Plan) that allows employees to purchase shares of common stock at a price per share that is 95% of the fair market value of Oracle stock as of the end of the semi-annual option period. As of May 31, 2024, 35 million shares were reserved for future issuances under the Purchase Plan. We issued approximately 2 million shares in each of fiscal 2024, 2023 and 2022 under the Purchase Plan."}
-{"_id": "ORCL20231613", "title": "ORCL Defined Contribution and Other Postretirement Plans", "text": "We offer various defined contribution plans for our U.S. and non-U.S. employees. Total defined contribution plan expense was $468 million, $470 million and $412 million for fiscal 2024, 2023 and 2022, respectively."}
-{"_id": "ORCL20231614", "title": "ORCL Defined Contribution and Other Postretirement Plans", "text": "In the U.S., regular employees can participate in the Oracle Corporation 401(k) Savings and Investment Plan (Oracle 401(k) Plan). Participants can generally contribute up to 40% of their eligible compensation on a per-pay-period basis as defined by the Oracle 401(k) Plan document or by the section 402(g) limit as defined by the U.S. Internal Revenue Service (IRS). We match a portion of employee contributions, currently 50% up to 6% of compensation each pay period, subject to maximum aggregate matching amounts. Our contributions to the Oracle 401(k) Plan, net of forfeitures, were $200 million, $198 million and $164 million in fiscal 2024, 2023 and 2022, respectively."}
-{"_id": "ORCL20231615", "title": "ORCL Defined Contribution and Other Postretirement Plans", "text": "We also offer non-qualified deferred compensation plans to certain employees whereby they may defer a portion of their annual base and/or variable compensation until retirement or a date specified by the employee in accordance with the plans. Deferred compensation plan assets and liabilities were each approximately $988 million and approximately $792 million as of May 31, 2024 and 2023, respectively, and were presented in other non-current assets and other non-current liabilities in the accompanying consolidated balance sheets."}
-{"_id": "ORCL20231616", "title": "ORCL Defined Contribution and Other Postretirement Plans", "text": "We sponsor certain defined benefit pension plans that are offered primarily by certain of our foreign subsidiaries. Many of these plans were assumed through our acquisitions or are required by local regulatory requirements. We may deposit funds for these plans with insurance companies, third-party trustees, or into government-managed accounts consistent with local regulatory requirements, as applicable. Our total defined benefit plan pension expenses were $71 million, $78 million and $67 million for fiscal 2024, 2023 and 2022, respectively. The aggregate projected benefit obligation and aggregate net liability (funded status, which is substantially included in other non-current liabilities in our consolidated balance sheets) of our defined benefit plans as of May 31, 2024 were $997 million and $313 million, respectively, and as of May 31, 2023 were $939 million and $322 million, respectively."}
-{"_id": "ORCL20231619", "title": "ORCL 13.INCOME TAXES", "text": "Our effective tax rates for each of the periods presented are the result of the mix of income and losses earned in various tax jurisdictions that apply a broad range of income tax rates. Our provision for income taxes varied from the tax computed at the U.S. federal statutory income tax rate for fiscal 2024, 2023 and 2022 primarily due to earnings in foreign operations, state taxes, the U.S. research and development tax credit, settlements with tax authorities, the tax effects of stock-based compensation, the Foreign Derived Intangible Income deduction and the tax effect of Global Intangible Low-Taxed Income."}
-{"_id": "ORCL20231626", "title": "ORCL Index to Financial Statements", "text": "The following is a geographical breakdown of income before income taxes: ########Year Ended May 31,###### (in millions)####2024####2023####2022## Domestic##$##3,023##$##1,492##$##(629##) Foreign####8,718####7,634####8,278## Income before income taxes##$##11,741##$##9,126##$##7,649##"}
-{"_id": "ORCL20231641", "title": "ORCL Index to Financial Statements", "text": "The provision for income taxes consisted of the following: ##########Year Ended May 31,######## (Dollars in millions)####2024######2023######2022## Current provision:################## Federal##$##999####$##625####$##709## State####420######398######186## Foreign####1,994######1,767######1,183## Total current provision##$##3,413####$##2,790####$##2,078## Deferred benefit:################## Federal##$##(2,020##)##$##(2,193##)##$##(1,661##) State####(280##)####(398##)####(139##) Foreign####161######424######654## Total deferred benefit##$##(2,139##)##$##(2,167##)##$##(1,146##) Total provision for income taxes##$##1,274####$##623####$##932## Effective income tax rate####10.9%######6.8%######12.2%##"}
-{"_id": "ORCL20231657", "title": "ORCL Index to Financial Statements", "text": "The provision for income taxes differed from the amount computed by applying the federal statutory rate to our income before income taxes as follows: ##########Year Ended May 31,######## (Dollars in millions)####2024######2023######2022## U.S. federal statutory tax rate####21.0%######21.0%######21.0%## Tax provision at statutory rate##$##2,466####$##1,917####$##1,606## Foreign earnings at other than U.S. rates####(262##)####(357##)####(536##) State tax expense, net of federal benefit####81######41######132## Settlements and releases from judicial decisions and statute expirations, net####(124##)####(552##)####(263##) Tax contingency interest accrual, net####157######101######44## Domestic tax contingency, net####131######28######441## Federal research and development credit####(372##)####(280##)####(222##) Stock-based compensation####(624##)####(322##)####(263##) Realization of a one-time tax attribute####(235##)####\u2014######\u2014## Other, net####56######47######(7##) Total provision for income taxes##$##1,274####$##623####$##932##"}
-{"_id": "ORCL20231685", "title": "ORCL Index to Financial Statements", "text": "The components of our deferred tax assets and liabilities were as follows: ########May 31,###### (in millions)####2024########2023## Deferred tax assets:############## Accruals and allowances##$##708######$##928## Employee compensation and benefits####929########811## Differences in timing of revenue recognition####781########662## Lease liabilities####1,553########1,036## Basis of property, plant and equipment and intangible assets####9,315########9,989## Capitalized research and development####2,574########1,421## Tax credit and net operating loss carryforwards####5,695########4,941## Other####15########189## Total deferred tax assets####21,570########19,977## Valuation allowance####(1,898##)######(1,940##) Total deferred tax assets, net####19,672########18,037## Deferred tax liabilities:############## Unrealized gain on stock####(79##)######(79##) Acquired intangible assets####(1,425##)######(2,124##) GILTI deferred####(7,759##)######(8,124##) ROU assets####(1,503##)######(1,000##) Withholding taxes on foreign earnings####(325##)######(256##) Total deferred tax liabilities####(11,091##)######(11,583##) Net deferred tax assets##$##8,581######$##6,454## Recorded as:############## Non-current deferred tax assets##$##12,273######$##12,226## Non-current deferred tax liabilities####(3,692##)######(5,772##) Net deferred tax assets##$##8,581######$##6,454##"}
-{"_id": "ORCL20231686", "title": "ORCL Index to Financial Statements", "text": "We provide for U.S. income taxes on the undistributed earnings and the other outside basis temporary differences of foreign subsidiaries unless they are considered indefinitely reinvested outside the U.S. At May 31, 2024, the amount of temporary differences related to undistributed earnings and other outside basis temporary differences of investments in foreign subsidiaries upon which U.S. income taxes have not been provided was approximately $11.0 billion. If the undistributed earnings and other outside basis differences were recognized in a taxable transaction, they would generate foreign tax credits that would reduce the federal tax liability associated with the foreign dividend or the otherwise taxable transaction. At May 31, 2024, assuming a full utilization of the foreign tax credits, the potential net deferred tax liability associated with these other outside basis temporary differences would be approximately $2.0 billion."}
-{"_id": "ORCL20231687", "title": "ORCL Index to Financial Statements", "text": "Our net deferred tax assets were $8.6 billion and $6.5 billion as of May 31, 2024 and 2023, respectively. We believe that it is more likely than not that the net deferred tax assets will be realized in the foreseeable future. Realization of our net deferred tax assets is dependent upon our generation of sufficient taxable income in future years in appropriate tax jurisdictions to obtain benefit from the reversal of temporary differences, net operating loss carryforwards and tax credit carryforwards. The amount of net deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income change."}
-{"_id": "ORCL20231689", "title": "ORCL Index to Financial Statements", "text": "The valuation allowance was $1.9 billion as of May 31, 2024 and 2023. A majority of the valuation allowances as of May 31, 2024 and 2023 related to tax assets established in purchase accounting and other tax credits. Any subsequent reduction of that portion of the valuation allowance and the recognition of the associated tax benefits associated with our acquisitions will be recorded to our provision for income taxes subsequent to our final determination of the valuation allowance or the conclusion of the measurement period (as defined above), whichever comes first."}
-{"_id": "ORCL20231691", "title": "ORCL Index to Financial Statements", "text": "At May 31, 2024, we had federal net operating loss carryforwards of approximately $322 million, which are subject to limitation on their utilization. Approximately $255 million of these federal net operating losses expire in various years between fiscal 2025 and fiscal 2038. Approximately $67 million of these federal net operating losses are not currently subject to expiration dates. We had state net operating loss carryforwards of approximately $2.1 billion at May 31, 2024, which are subject to limitations on their utilization. Approximately $2.0 billion of these state net operating losses expire in various years between fiscal 2025 and fiscal 2044. Approximately $49 million of these state net operating losses are not currently subject to expiration dates. We had total foreign net operating loss carryforwards of approximately $1.9 billion at May 31, 2024, which are subject to limitations on their utilization. Approximately $1.9 billion of these foreign net operating losses are not currently subject to expiration dates. The remainder of the foreign net operating losses, approximately $68 million, expire between fiscal 2025 and fiscal 2044. At May 31, 2024, we had federal capital loss carryforwards of approximately $145 million, which expire between fiscal 2026 and fiscal 2027. We had state capital loss carryforwards of approximately $318 million, which expire between fiscal 2026 and fiscal 2037. We had foreign capital loss carryforwards of approximately $187 million, which are not currently subject to expiration dates. We had tax credit carryforwards of approximately $1.4 billion at May 31, 2024, which are subject to limitations on their utilization. Approximately $956 million of these tax credit carryforwards are not currently subject to expiration dates. The remainder of the tax credit carryforwards, approximately $478 million, expire in various years between fiscal 2025 and fiscal 2044."}
-{"_id": "ORCL20231692", "title": "ORCL Index to Financial Statements", "text": "Current income taxes payable are included in other current liabilities in our consolidated balance sheets and totaled $2.1 billion and $1.9 billion as of May 31, 2024 and 2023, respectively."}
-{"_id": "ORCL20231703", "title": "ORCL Index to Financial Statements", "text": "We classify our unrecognized tax benefits as either current or non-current income taxes payable in the accompanying consolidated balance sheets. The aggregate changes in the balance of our gross unrecognized tax benefits, including acquisitions, were as follows: ##########Year Ended May 31,######## (in millions)####2024######2023######2022## Gross unrecognized tax benefits as of June 1##$##7,715####$##7,284####$##6,912## Increases related to tax positions from prior fiscal years####492######709######66## Decreases related to tax positions from prior fiscal years####(128##)####(45##)####(24##) Increases related to tax positions taken during current fiscal year####889######669######919## Settlements with tax authorities####(46##)####(212##)####(117##) Lapses of statutes of limitation####(129##)####(631##)####(333##) Cumulative translation adjustments and other, net####(8##)####(59##)####(139##) Total gross unrecognized tax benefits as of May 31##$##8,785####$##7,715####$##7,284##"}
-{"_id": "ORCL20231704", "title": "ORCL Index to Financial Statements", "text": "As of May 31, 2024, 2023 and 2022, $4.2 billion, $3.9 billion and $4.3 billion, respectively, of unrecognized tax benefits would affect our effective tax rate if recognized. We recognized interest and penalties related to uncertain tax positions in our provision for income taxes line of our consolidated statements of operations of $199 million, $111 million and $93 million during fiscal 2024, 2023 and 2022, respectively. Interest and penalties accrued as of May 31, 2024 and 2023 were $1.8 billion and $1.7 billion, respectively."}
-{"_id": "ORCL20231705", "title": "ORCL Index to Financial Statements", "text": "Domestically, U.S. federal and state taxing authorities are currently examining income tax returns of Oracle and various acquired entities for years through fiscal 2022. Many issues are at an advanced stage in the examination process, the most significant of which include issues related to transfer pricing, domestic production activity, one-time transition tax, foreign tax credits, research and development credits and state economic nexus. With respect to all of these domestic audit issues considered in the aggregate, we believe that it was reasonably possible that, as of May 31, 2024, our gross unrecognized tax benefits could decrease (whether by payment, release, or a combination of both) in the next 12 months by as much as $568 million ($454 million net of offsetting tax benefits). Our U.S. federal income tax returns have been examined for all years prior to fiscal 2013 and, with some exceptions, we are no longer subject to audit for those periods. Our U.S. state income tax returns, with some exceptions, have been examined for all years prior to fiscal 2010, and we are no longer subject to audit for those periods."}
-{"_id": "ORCL20231707", "title": "ORCL Index to Financial Statements", "text": "Internationally, tax authorities for numerous non-U.S. jurisdictions are also examining or have examined returns of Oracle and various acquired entities for years through fiscal 2023. Many of the relevant tax years are at an advanced"}
-{"_id": "ORCL20231709", "title": "ORCL Index to Financial Statements", "text": "stage in examination or subsequent controversy resolution processes, the most significant of which include issues related to transfer pricing and withholding tax. The manner in which those issues are resolved and the timing thereof could potentially result in a range of decreases or increases in our unrecognized tax benefits over the next 12 months. With respect to all of these international audit issues considered in the aggregate, we believe it was reasonably possible that, as of May 31, 2024, the gross unrecognized tax benefits could decrease (whether by payment, release, or a combination of both) in the next 12 months by as much as $847 million ($302 million net of offsetting tax benefits). We also believe it was reasonably possible that, as of May 31, 2024, the gross unrecognized tax benefits could increase in the next 12 months by as much as $619 million ($107 million net of offsetting U.S. tax benefits). With some exceptions, we are generally no longer subject to tax examinations in non-U.S. jurisdictions for years prior to fiscal 2001."}
-{"_id": "ORCL20231710", "title": "ORCL Index to Financial Statements", "text": "We are under audit by the IRS and various other domestic and foreign tax authorities with regards to income tax and indirect tax matters and are involved in various challenges and litigation in a number of countries, including, in particular, Australia, Brazil, Canada, Egypt, Germany, India, Indonesia, Israel, Italy, Pakistan, Saudi Arabia, South Korea and Spain, where the amounts under controversy are significant. In some, although not all, cases, we have reserved for potential adjustments to our provision for income taxes and accrual of indirect taxes that may result from examinations by, or any negotiated agreements with, these tax authorities or final outcomes in judicial proceedings and we believe that the final outcome of these examinations, agreements or judicial proceedings will not have a material effect on our results of operations. If events occur which indicate payment of these amounts is unnecessary, the reversal of the liabilities would result in the recognition of benefits in the period we determine the liabilities are no longer necessary. If our estimates of the federal, state and foreign income tax liabilities and indirect tax liabilities are less than the ultimate assessment, it could result in a further charge to expense."}
-{"_id": "ORCL20231711", "title": "ORCL Index to Financial Statements", "text": "We believe that we have adequately provided under GAAP for outcomes related to our tax audits. However, there can be no assurances as to the possible outcomes or any related financial statement effect thereof."}
-{"_id": "ORCL20231713", "title": "ORCL 14.SEGMENT INFORMATION", "text": "ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision makers (CODMs) are our Chief Executive Officer and Chief Technology Officer. We are organized by line of business and geographically. While our CODMs evaluate results in a number of different ways, the line of business management structure is the primary basis for which the allocation of resources and financial results are assessed. The tabular information below presents financial information that is provided to our CODMs for their review and assists our CODMs with evaluating the company\u2019s performance and allocating company resources."}
-{"_id": "ORCL20231714", "title": "ORCL 14.SEGMENT INFORMATION", "text": "We have three businesses\u2014cloud and license, hardware and services\u2014each of which is comprised of a single operating segment. All three of our businesses market and sell our offerings globally to businesses of many sizes, government agencies, educational institutions and resellers with a worldwide sales force positioned to offer the combinations that best meet customer needs."}
-{"_id": "ORCL20231716", "title": "ORCL 14.SEGMENT INFORMATION", "text": "Our cloud and license business engages in the sale, marketing and delivery of our enterprise applications and infrastructure technologies through cloud and on-premise deployment models including our cloud services and license support offerings; and our cloud license and on-premise license offerings. Cloud services and license support revenues are generated from offerings that are typically contracted with customers directly, billed to customers in advance, delivered to customers over time with our revenue recognition occurring over the contractual terms and renewed by customers upon completion of the contractual terms. Cloud services and license support contracts provide customers with access to the latest updates to the applications and infrastructure technologies as they become available and for which the customer contracted and also include related technical support services over the contractual term. Cloud license and on-premise license revenues represent fees earned from granting customers licenses, generally on a perpetual basis, to use our database and middleware and our applications software products within cloud and on-premise IT environments. We generally recognize revenues at the point in time the software is made available to the customer to download and use, which typically is immediate upon signature of the license"}
-{"_id": "ORCL20231718", "title": "ORCL Index to Financial Statements", "text": "contract. In each fiscal year, our cloud and license business\u2019 contractual activities are typically highest in our fourth fiscal quarter and the related cash flows are typically highest in the following quarter (i.e., in the first fiscal quarter of the next fiscal year) as we receive payments from these contracts."}
-{"_id": "ORCL20231719", "title": "ORCL Index to Financial Statements", "text": "Our hardware business provides infrastructure technologies including Oracle Engineered Systems, servers, storage, industry-specific hardware, operating systems, virtualization, management and other hardware-related software to support diverse IT environments. Our hardware business also offers hardware support, which provides customers with software updates for the software components that are essential to the functionality of their hardware products and can also include product repairs, maintenance services and technical support services that are typically delivered and recognized ratably over the contractual term."}
-{"_id": "ORCL20231720", "title": "ORCL Index to Financial Statements", "text": "Our services business provides services to customers and partners to help maximize the performance of their investments in Oracle applications and infrastructure technologies."}
-{"_id": "ORCL20231721", "title": "ORCL Index to Financial Statements", "text": "We do not track our assets for each business. Consequently, it is not practical to show assets by operating segment."}
-{"_id": "ORCL20231742", "title": "ORCL Index to Financial Statements", "text": "The following table presents summary results for each of our three businesses for each of fiscal 2024, 2023 and 2022: ########Year Ended May 31,#### (in millions)####2024####2023####2022 Cloud and license:############ Revenues##$##44,464##$##41,086##$##36,052 Cloud services and license support expenses####8,783####7,222####4,915 Sales and marketing expenses####7,167####7,738####7,054 Margin(1)##$##28,514##$##26,126##$##24,083 Hardware:############ Revenues##$##3,066##$##3,274##$##3,183 Hardware products and support expenses####855####1,011####944 Sales and marketing expenses####296####331####361 Margin(1)##$##1,915##$##1,932##$##1,878 Services:############ Revenues##$##5,431##$##5,594##$##3,205 Services expenses####4,515####4,490####2,539 Margin(1)##$##916##$##1,104##$##666 Totals:############ Revenues##$##52,961##$##49,954##$##42,440 Expenses####21,616####20,792####15,813 Margin(1)##$##31,345##$##29,162##$##26,627"}
-{"_id": "ORCL20231744", "title": "ORCL Index to Financial Statements", "text": "(1)The margins reported reflect only the direct controllable costs of each line of business and do not include allocations of research and development, general and administrative and certain other allocable expenses, net. Additionally, the margins reported above do not reflect amortization of intangible assets, acquisition related and other expenses, restructuring expenses, stock-based compensation, interest expense or certain other non-operating expenses, net. Refer to the table below for a reconciliation of our total margin for operating segments to our income before income taxes as reported per our consolidated statements of operations."}
-{"_id": "ORCL20231759", "title": "ORCL Index to Financial Statements", "text": "The following table reconciles total margin for operating segments to income before income taxes: ##########Year Ended May 31,######## (in millions)####2024######2023######2022## Total margin for operating segments##$##31,345####$##29,162####$##26,627## Research and development####(8,915##)####(8,623##)####(7,219##) General and administrative####(1,548##)####(1,579##)####(1,317##) Amortization of intangible assets####(3,010##)####(3,582##)####(1,150##) Acquisition related and other####(314##)####(190##)####(4,713##) Restructuring####(404##)####(490##)####(191##) Stock-based compensation for operating segments####(1,382##)####(1,201##)####(735##) Expense allocations and other, net####(419##)####(404##)####(376##) Interest expense####(3,514##)####(3,505##)####(2,755##) Non-operating expenses, net####(98##)####(462##)####(522##) Income before income taxes##$##11,741####$##9,126####$##7,649##"}
-{"_id": "ORCL20231761", "title": "ORCL Disaggregation of Revenues", "text": "We have considered information that is regularly reviewed by our CODMs in evaluating financial performance and disclosures presented outside of our financial statements in our earnings releases and used in investor presentations to disaggregate revenues to depict how the nature, amount, timing and uncertainty of revenues and cash flows are affected by economic factors. The principal category we use to disaggregate revenues is the nature of our products and services as presented in our consolidated statements of operations."}
-{"_id": "ORCL20231769", "title": "ORCL Disaggregation of Revenues (1)Comprised of Europe, the Middle East and Africa", "text": "The following table is a summary of our total revenues by geographic region: ########Year Ended May 31,#### (in millions)####2024####2023####2022 Americas##$##33,122##$##31,226##$##23,679 EMEA(1)####13,030####12,109####12,011 Asia Pacific####6,809####6,619####6,750 Total revenues##$##52,961##$##49,954##$##42,440"}
-{"_id": "ORCL20231775", "title": "ORCL Disaggregation of Revenues (1)Comprised of Europe, the Middle East and Africa", "text": "The following table presents our cloud services and license support revenues by offerings: ########Year Ended May 31,#### (in millions)####2024####2023####2022 Cloud services##$##19,774##$##15,881##$##10,809 License support####19,609####19,426####19,365 Total cloud services and license support revenues##$##39,383##$##35,307##$##30,174"}
-{"_id": "ORCL20231782", "title": "ORCL Disaggregation of Revenues (1)Comprised of Europe, the Middle East and Africa", "text": "The following table presents our cloud services and license support revenues by applications and infrastructure ecosystems: ########Year Ended May 31,#### (in millions)####2024####2023####2022 Applications cloud services and license support##$##18,172##$##16,651##$##12,612 Infrastructure cloud services and license support####21,211####18,656####17,562 Total cloud services and license support revenues##$##39,383##$##35,307##$##30,174"}
-{"_id": "ORCL20231794", "title": "ORCL Geographic Information", "text": "Disclosed in the table below is geographic information for each country that comprised greater than three percent of our total revenues for any of fiscal 2024, 2023 or 2022: ################As of and for the Year Ended May 31,############## ######2024##########2023##########2022#### (in millions)####Revenues######Long-Lived Assets(1)####Revenues######Long-Lived Assets(1)####Revenues######Long-Lived Assets(1) U.S.##$##29,055####$##24,798##$##27,535####$##19,322##$##20,246####$##10,300 United Kingdom####2,423######1,164####2,159######905####2,335######805 Germany####1,794######1,192####1,755######940####1,799######813 Japan####1,662######1,144####1,681######770####1,847######788 Other countries####18,027######3,962####16,824######3,626####16,213######3,438 Total##$##52,961####$##32,260##$##49,954####$##25,563##$##42,440####$##16,144"}
-{"_id": "ORCL20231795", "title": "ORCL Geographic Information", "text": "(1)Long-lived assets exclude goodwill, intangible assets, non-marketable investments and deferred taxes, which are not allocated to specific geographic locations as it is impracticable to do so."}
-{"_id": "ORCL20231806", "title": "ORCL 15.EARNINGS PER SHARE", "text": "Basic earnings per share is computed by dividing net income for the period by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income for the period by the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding restricted stock-based awards, stock options and shares issuable under the Purchase Plan as applicable pursuant to the treasury stock method. The following table sets forth the computation of basic and diluted earnings per share: ########Year Ended May 31,#### (in millions, except per share data)####2024####2023####2022 Net income##$##10,467##$##8,503##$##6,717 Weighted-average common shares outstanding####2,744####2,696####2,700 Dilutive effect of employee stock plans####79####70####86 Dilutive weighted-average common shares outstanding####2,823####2,766####2,786 Basic earnings per share##$##3.82##$##3.15##$##2.49 Diluted earnings per share##$##3.71##$##3.07##$##2.41 Shares subject to anti-dilutive restricted stock-based awards and stock options excluded from calculation(1)####27####50####34"}
-{"_id": "ORCL20231807", "title": "ORCL 15.EARNINGS PER SHARE", "text": "(1)These weighted shares relate to anti-dilutive restricted service based stock-based awards as calculated using the treasury stock method and contingently issuable shares pursuant to PSOs arrangements. Such shares could be dilutive in the future. See Note 12 for information regarding the exercise prices of our outstanding, unexercised stock options."}
-{"_id": "ORCL20231811", "title": "ORCL Derivative Litigation Concerning Oracle\u2019s NetSuite Acquisition", "text": "On May 3 and July 18, 2017, two alleged stockholders filed separate derivative lawsuits in the Court of Chancery of the State of Delaware, purportedly on Oracle\u2019s behalf. Thereafter, the court consolidated the two derivative cases and designated the July 18, 2017 complaint as the operative complaint. The consolidated lawsuit was brought against all the then-current members and one former member of our Board of Directors, and Oracle as a nominal defendant. Plaintiff alleged that the defendants breached their fiduciary duties by causing Oracle to agree to purchase NetSuite Inc. at an excessive price. The complaint sought (and the operative complaint continues to seek) declaratory relief, unspecified monetary damages (including interest) and attorneys\u2019 fees and costs. The defendants filed a motion to dismiss, which the court denied on March 19, 2018."}
-{"_id": "ORCL20231813", "title": "ORCL Index to Financial Statements", "text": "On May 4, 2018, our Board of Directors established a Special Litigation Committee (SLC) to investigate the allegations in this derivative action. Three non-employee directors served on the SLC. On August 15, 2019, the SLC filed a letter with the court, stating that the SLC believed that plaintiff should be allowed to proceed with the derivative litigation on behalf of Oracle. After the SLC advised the Board that it had fulfilled its duties and obligations, the Board withdrew the SLC\u2019s authority, except that the SLC maintained certain authority to respond to discovery requests in the litigation."}
-{"_id": "ORCL20231814", "title": "ORCL Index to Financial Statements", "text": "After plaintiff filed the July 18, 2017 complaint, an additional plaintiff joined the case. Plaintiffs filed several amended complaints, and filed their most recent amended complaint on December 11, 2020. The final complaint asserts claims for breach of fiduciary duty against our Chief Executive Officer, our Chief Technology Officer, the estate of Mark Hurd (our former Chief Executive Officer who passed away on October 18, 2019) and two other members of our Board of Directors. Oracle is named as a nominal defendant. On December 11, 2020, the estate of Mark Hurd and the two other members of our Board of Directors moved to dismiss this complaint. On June 21, 2021, the court granted this motion as to the estate of Mark Hurd and one Board member and denied the motion as to the other Board member, who filed an answer to the complaint on August 9, 2021. On December 28, 2020, our Chief Executive Officer, our Chief Technology Officer and Oracle as a nominal defendant filed answers to the operative complaint."}
-{"_id": "ORCL20231815", "title": "ORCL Index to Financial Statements", "text": "Trial commenced on July 18, 2022, and on November 18, 2022, the court held a final hearing on the parties\u2019 post-trial briefing. On December 27, 2022, the court \u201cso ordered\u201d a stipulation, dismissing the Board member from this action. On May 12, 2023, the court issued its trial ruling, finding for defendants and rejecting plaintiffs\u2019 claims. The court entered judgment for defendants on March 5, 2024. On April 2, 2024, plaintiffs filed a notice of appeal, appealing the court\u2019s trial ruling and judgment and certain discovery decisions relating to the SLC. On May 2, 2024, plaintiffs filed their opening appellate brief. On June 3, 2024, our Chief Executive Officer and Chief Technology Officer filed their opposition brief, and the SLC filed an opposition brief on the discovery issues. Plaintiffs\u2019 reply is due on June 25, 2024. No hearing date has been set."}
-{"_id": "ORCL20231816", "title": "ORCL Index to Financial Statements", "text": "While Oracle continues to evaluate these claims, we do not believe these matters will have a material impact on our financial position or results of operations."}
-{"_id": "ORCL20231818", "title": "ORCL Derivative Litigation Concerning Oracle\u2019s Cloud Business", "text": "On February 12 and May 6, 2019, two stockholder derivative lawsuits were filed in the U.S. District Court for the Northern District of California. The cases were consolidated, and on July 8, 2019, a single plaintiff filed a consolidated complaint. The consolidated complaint brought various claims relating to a Rule 10b-5 class action that was filed in the same court on August 10, 2018, and which was settled for a payment by Oracle of $17,500,000. That matter is now concluded. In the Rule 10b-5 class action, plaintiff alleged Oracle and certain Oracle officers made or were responsible for false and misleading statements regarding Oracle\u2019s cloud business."}
-{"_id": "ORCL20231819", "title": "ORCL Derivative Litigation Concerning Oracle\u2019s Cloud Business", "text": "Plaintiff in the derivative action filed an amended complaint on June 4, 2021. The derivative suit is brought by an alleged stockholder of Oracle, purportedly on Oracle\u2019s behalf, against our Chief Technology Officer, our Chief Executive Officer and the estate of Mark Hurd. Plaintiff claims that the alleged actions described in the 10b-5 class action caused harm to Oracle, including harming Oracle because Oracle allegedly repurchased its own stock at an inflated price. Plaintiff also claims that defendants violated their fiduciary duties of candor, good faith, loyalty, and due care by failing to prevent this alleged harm. Plaintiff also brings derivative claims for violations of federal securities laws. Plaintiff seeks a ruling that this case may proceed as a derivative action, a finding that defendants are liable for breaching their fiduciary duties, an award of damages to Oracle, an order directing defendants to enact corporate reforms, attorneys\u2019 fees and costs, and unspecified relief. Beginning on June 14, 2021, the court \u201cso ordered\u201d several stipulations from the parties, staying this case. The parties have reached an agreement in principle to settle this case, under which Oracle will implement certain corporate governance measures, which shall remain in place for five years, and Oracle will pay plaintiffs\u2019 attorneys\u2019 fees and costs of no more than $700,000. On April 5, 2024, plaintiffs filed a motion for preliminary approval of the proposed settlement, and the court will hold a preliminary fairness hearing on the proposed settlement on August 8, 2024."}
-{"_id": "ORCL20231821", "title": "ORCL Derivative Litigation Concerning Oracle\u2019s Cloud Business", "text": "While Oracle continues to evaluate these claims, we do not believe these matters will have a material impact on our financial position or results of operations."}
-{"_id": "ORCL20231825", "title": "ORCL Other Litigation", "text": "We are party to various other legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business, including proceedings and claims that relate to acquisitions we have completed or to companies we have acquired or are attempting to acquire. While the outcome of these matters cannot be predicted with certainty, we do not believe that the outcome of any of these matters, individually or in the aggregate, will result in losses that are materially in excess of amounts already recognized, if any."}
-{"_id": "ORCL20231829", "title": "ORCL Form 10-K Summary", "text": "None."}
-{"_id": "ORCL20231844", "title": "ORCL INDEX OF EXHIBITS", "text": "The following exhibits are filed or furnished herewith or are incorporated by reference to exhibits previously filed with the U.S. Securities and Exchange Commission. ########Incorporated by Reference#### Exhibit No.##Exhibit Description##Form##File No.##Exhibit##Filing Date##Filed By 3.01##Amended and Restated Certificate of Incorporation of Oracle Corporation and Certificate of Amendment of Amended and Restated Certificate of Incorporation of Oracle Corporation##8-K 12G3##000-51788##3.1##2/6/06##Oracle Corporation 3.02##Amended and Restated Bylaws of Oracle Corporation##8-K##001-35992##3.02##11/17/23##Oracle Corporation 4.01##Specimen Certificate of Oracle Corporation\u2019s Common Stock##S-3 ASR##333-166643##4.4##5/7/10##Oracle Corporation 4.02##Indenture dated January 13, 2006, among Ozark Holding Inc., Oracle Corporation and Citibank, N.A.##8-K##000-14376##10.34##1/20/06##Oracle Systems Corporation 4.03##First Supplemental Indenture dated May 9, 2007 among Oracle Corporation, Citibank, N.A. and The Bank of New York Trust Company, N.A.##S-3 ASR##333-142796##4.3##5/10/07##Oracle Corporation 4.04##Form of 6.50% Note due 2038, together with Officers\u2019 Certificate issued April 9, 2008 setting forth the terms of the Note##8-K##000-51788##4.09##4/8/08##Oracle Corporation 4.05##Form of 6.125% Note due 2039, together with Officers\u2019 Certificate issued July 8, 2009 setting forth the terms of the Note##8-K##000-51788##4.08##7/8/09##Oracle Corporation 4.06##Form of 2040 Note, together with Officers\u2019 Certificate issued July 19, 2010 setting forth the terms of the Note##10-Q##000-51788##4.08##9/20/10##Oracle Corporation"}
-{"_id": "ORCL20231854", "title": "ORCL Index to Financial Statements", "text": " ########Incorporated by Reference#### Exhibit No.##Exhibit Description##Form##File No.##Exhibit##Filing Date##Filed By 4.07##Form of New 2040 Note##S-4##333-176405##4.5##8/19/11##Oracle Corporation 4.08##Form of 3.125% Note due 2025, together with Officers\u2019 Certificate issued July 10, 2013 setting forth the terms of the Note##8-K##001-35992##4.11##7/10/13##Oracle Corporation 4.09##Forms of 3.40% Note due 2024, 4.30% Note due 2034 and 4.50% Note due 2044, together with Officers\u2019 Certificate issued July 8, 2014 setting forth the terms of the Notes##8-K##001-35992##4.13##7/8/14##Oracle Corporation 4.10##Forms of 2.95% Notes due 2025, 3.25% Notes due 2030, 3.90% Notes due 2035, 4.125% Notes due 2045 and 4.375% Notes due 2055, together with Officers\u2019 Certificate issued May 5, 2015 setting forth the terms of the Notes##8-K##001-35992##4.13##5/5/15##Oracle Corporation 4.11##Forms of 2.65% Notes due 2026, 3.85% Notes due 2036 and 4.00% Notes due 2046, together with Officers\u2019 Certificate issued July 7, 2016 setting forth the terms of the Notes##8-K##001-35992##4.1##7/7/16##Oracle Corporation 4.12##Forms of 2.950% Notes due 2024, 3.250% Notes due 2027, 3.800% Notes due 2037 and 4.000% Notes due 2047, together with Officers\u2019 Certificate issued November 9, 2017 setting forth the terms of the Notes##8-K##001-35992##4.1##11/9/17##Oracle Corporation"}
-{"_id": "ORCL20231865", "title": "ORCL Index to Financial Statements", "text": " ########Incorporated by Reference#### Exhibit No.##Exhibit Description##Form##File No.##Exhibit##Filing Date##Filed By 4.13##Forms of 2.500% Notes due 2025, 2.800% Notes due 2027, 2.950% Notes due 2030, 3.600% Notes due 2040, 3.600% Notes due 2050 and 3.850% Notes due 2060, together with Officers\u2019 Certificate issued April 1, 2020 setting forth the terms of the Notes##8-K##001-35992##4.1##4/1/20##Oracle Corporation 4.14##Forms of 1.650% Notes due 2026, 2.300% Notes due 2028, 2.875% Notes due 2031, 3.650% Notes due 2041, 3.950% Notes due 2051 and 4.100% Notes due 2061, together with Officers\u2019 Certificate issued March 24, 2021 setting forth the terms of the Notes##8-K##001-35992##4.1##3/24/21##Oracle Corporation 4.15##Forms of 5.800% Notes due 2025, 6.150% Notes due 2029, 6.250% Notes due 2032 and 6.900% Notes due 2052, together with an Officers\u2019 Certificate issued November 9, 2022 setting forth the terms of the Notes##8-K##001-35992##4.1##11/9/22##Oracle Corporation 4.16##Forms of 4.500% Notes due 2028, 4.650% Notes due 2030, 4.900% Notes due 2033 and 5.550% Notes due 2053, together with an Officers\u2019 Certificate issued February 6, 2023 setting forth the terms of the Notes##8-K##001-35992##4.1##2/6/23##Oracle Corporation 4.17##Description of Oracle Corporation\u2019s Securities Registered Under Section 12 of the Exchange Act##10-K##001-35992##4.15##6/21/19##Oracle Corporation 10.01*##Oracle Corporation Deferred Compensation Plan, as amended and restated as of July 1, 2015##10-Q##001-35992##10.01##9/18/15##Oracle Corporation 10.02*##Oracle Corporation Employee Stock Purchase Plan (1992), as amended and restated as of May 3, 2022##10-K##001-35992##10.02##6/21/22##Oracle Corporation"}
-{"_id": "ORCL20231878", "title": "ORCL Index to Financial Statements", "text": " ########Incorporated by Reference#### Exhibit No.##Exhibit Description##Form##File No.##Exhibit##Filing Date##Filed By 10.03*##Oracle Corporation Amended and Restated 1993 Directors\u2019 Stock Plan, as amended and restated on April 29, 2016##10-K##001-35992##10.03##6/22/16##Oracle Corporation 10.04*##Amended and Restated 2000 Long-Term Equity Incentive Plan, as approved on November 15, 2017##8-K##001-35992##10.04##11/17/17##Oracle Corporation 10.05*##Form of Stock Option Agreement under the Amended and Restated 2000 Long-Term Equity Incentive Plan for U.S. Executive Vice Presidents and Section 16 Officers##10-Q##001-35992##10.05##9/18/17##Oracle Corporation 10.06*##Form of Stock Option Agreement under the Oracle Corporation Amended and Restated 1993 Directors\u2019 Stock Plan##10-K##001-35992##10.06##6/25/15##Oracle Corporation 10.07*##Form of Indemnity Agreement for Directors and Executive Officers##10-Q##000-51788##10.07##12/23/11##Oracle Corporation 10.08*##Oracle Corporation Amended and Restated Executive Bonus Plan, as amended and restated as of February 12, 2019##10-Q##001-35992##10.09##3/18/19##Oracle Corporation 10.09*##Oracle Corporation Stock Unit Award Deferred Compensation Plan, as amended and restated as of July 1, 2015##10-Q##001-35992##10.15##9/18/15##Oracle Corporation 10.10*##Form of Restricted Stock Unit Award Agreement under the Oracle Corporation Amended and Restated 1993 Directors\u2019 Stock Plan##10-K##001-35992##10.17##6/25/15##Oracle Corporation 10.11*##Form of Performance-Based Stock Option Agreement under the Amended and Restated 2000 Long-Term Equity Incentive Plan for Named Executive Officers##10-Q##001-35992##10.16##9/18/17##Oracle Corporation"}
-{"_id": "ORCL20231890", "title": "ORCL Index to Financial Statements", "text": " ########Incorporated by Reference#### Exhibit No.##Exhibit Description##Form##File No.##Exhibit##Filing Date##Filed By 10.12*##First Amendment to Performance-Based Stock Option Agreement with Lawrence J. Ellison and Safra A. Catz under the Amended and Restated 2000 Long-Term Equity Incentive Plan##8-K##001-35992##10.15##7/7/21##Oracle Corporation 10.13*##Form of Stock Unit Award Agreement under the Amended and Restated 2000 Long-Term Equity Incentive Plan for U.S. Employees (Including Section 16 Officers)##10-Q##001-35992##10.17##9/18/17##Oracle Corporation 10.14*##Form of Restricted Stock Unit Agreement under the 2020 Equity Incentive Plan for U.S. Employees##10-Q##001-35992##10.16##12/11/20##Oracle Corporation 10.15\u00a7##$6,000,000,000 5-Year Revolving Credit Agreement dated as of March 8, 2022 among Oracle Corporation and the lenders and agents named therein##10-Q##001-35992##10.16##3/11/22##Oracle Corporation 10.16\u00a7##$15,700,000,000 364-Day Delayed Draw Term Loan Credit Agreement dated as of March 8, 2022 among Oracle Corporation and the lenders and agents named therein##10-Q##001-35992##10.17##3/11/22##Oracle Corporation 10.17*##Oracle Corporation Amended and Restated 2020 Equity Incentive Plan, as approved on November 15, 2023##8-K##001-35992##10.18##11/17/23##Oracle Corporation 19\u0087##Oracle Corporation Insider Trading Policy########## 21.01\u0087##Subsidiaries of the Registrant##########"}
-{"_id": "ORCL20231900", "title": "ORCL Index to Financial Statements", "text": " ########Incorporated by Reference#### Exhibit No.##Exhibit Description##Form##File No.##Exhibit##Filing Date##Filed By 23.01\u0087##Consent of Independent Registered Public Accounting Firm########## 31.01\u0087##Rule 13a-14(a)/15d-14(a) Certification of Principal Executive and Financial Officer########## 32.01\u0086##Section 1350 Certification of Principal Executive and Financial Officer########## 97\u0087##Oracle Corporation Compensation Clawback Policy########## 99.01\u0087##$5,630,000,000 Term Loan Credit Agreement dated as of June 10, 2024 among Oracle Corporation and the lenders and agents named therein########## 101\u0087##Interactive Data Files Pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL: (1) Consolidated Balance Sheets as of May 31, 2024 and 2023, (2) Consolidated Statements of Operations for the years ended May 31, 2024, 2023 and 2022, (3) Consolidated Statements of Comprehensive Income for the years ended May 31, 2024, 2023 and 2022, (4) Consolidated Statements of Stockholders\u2019 Equity (Deficit) for the years ended May 31, 2024, 2023 and 2022, (5) Consolidated Statements of Cash Flows for the years ended May 31, 2024, 2023 and 2022 and (6) Notes to Consolidated Financial Statements##########"}
-{"_id": "ORCL20231904", "title": "ORCL Index to Financial Statements", "text": " ########Incorporated by Reference#### Exhibit No.##Exhibit Description##Form##File No.##Exhibit##Filing Date##Filed By 104\u0087##The cover page from the Company\u2019s Annual Report on Form 10-K for the year ended May 31, 2024, formatted in Inline XBRL and included in Exhibit 101##########"}
-{"_id": "ORCL20231905", "title": "ORCL Index to Financial Statements", "text": "* Indicates management contract or compensatory plan or arrangement."}
-{"_id": "ORCL20231906", "title": "ORCL Index to Financial Statements", "text": "\u00a7 Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the SEC or its staff upon its request."}
-{"_id": "ORCL20231907", "title": "ORCL Index to Financial Statements", "text": "\u0087 Filed herewith."}
-{"_id": "ORCL20231909", "title": "ORCL Index to Financial Statements", "text": "\u0086 Furnished herewith."}
-{"_id": "ORCL20231917", "title": "ORCL SIGNATURES", "text": "Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ####ORACLE CORPORATION## Date: June 20, 2024##By:####/s/ Safra A. Catz ######Safra A. Catz ######Chief Executive Officer and Director ######(Principal Executive and Financial Officer)"}
-{"_id": "ORCL20231951", "title": "ORCL SIGNATURES", "text": "Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Name##Title##Date /s/ Safra A. Catz##Chief Executive Officer and Director (Principal Executive and Financial Officer)##June 20, 2024 Safra A. Catz#### /s/ Maria Smith##Executive Vice President, Chief Accounting Officer (Principal Accounting Officer)##June 20, 2024 Maria Smith#### /s/ Lawrence J. Ellison##Chairman of the Board of Directors and Chief Technology Officer##June 20, 2024 Lawrence J. Ellison#### /s/ Jeffrey O. Henley##Vice Chairman of the Board of Directors##June 20, 2024 Jeffrey O. Henley#### /s/ Awo Ablo##Director##June 20, 2024 Awo Ablo#### /s/ Jeffrey S. Berg##Director##June 20, 2024 Jeffrey S. Berg#### /s/ Michael J. Boskin##Director##June 20, 2024 Michael J. Boskin#### /s/ Bruce R. Chizen##Director##June 20, 2024 Bruce R. Chizen#### /s/ George H. Conrades##Director##June 20, 2024 George H. Conrades#### /s/ Rona A. Fairhead##Director##June 20, 2024 Rona A. Fairhead#### /s/ Rene\u0301e J. James##Director##June 20, 2024 Rene\u0301e J. James#### /s/ Charles W. Moorman IV##Director##June 20, 2024 Charles W. Moorman IV#### /s/ Leon E. Panetta##Director##June 20, 2024 Leon E. Panetta#### /s/ William G. Parrett##Director##June 20, 2024 William G. Parrett#### /s/ Naomi O. Seligman##Director##June 20, 2024 Naomi O. Seligman#### /s/ Vishal Sikka##Director##June 20, 2024 Vishal Sikka####"}
-{"_id": "PG20230003", "title": "PG Business", "text": "The Procter & Gamble Company (the Company) is focused on providing branded products of superior quality and value to improve the lives of the world's consumers, now and for generations to come. The Company was incorporated in Ohio in 1905, having first been established as a New Jersey corporation in 1890, and was built from a business founded in Cincinnati in 1837 by William Procter and James Gamble."}
-{"_id": "PG20230004", "title": "PG Business", "text": "Additional information required by this item is incorporated herein by reference to Management's Discussion and Analysis (MD&A); and Notes 1 and 2 to our Consolidated Financial Statements. Unless the context indicates otherwise, the terms \"Company,\" \"P&G,\" \"we,\" \"our\" or \"us\" as used herein refer to The Procter & Gamble Company (the registrant) and its subsidiaries. Throughout this Form 10-K, we incorporate by reference information from other documents filed with the Securities and Exchange Commission (SEC)."}
-{"_id": "PG20230005", "title": "PG Business", "text": "The Company's Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments thereto, are filed electronically with the SEC. The SEC maintains an internet site that contains these reports at: www.sec.gov. Reports can also be accessed through links from our website at: www.pginvestor.com. P&G includes the website link solely as a textual reference and the information on our website is not incorporated by reference into this report."}
-{"_id": "PG20230006", "title": "PG Business", "text": "Copies of these reports are also available, without charge, by contacting EQ Shareowner Services, 1100 Centre Pointe Curve, Suite 101, Mendota, MN 55120-4100."}
-{"_id": "PG20230008", "title": "PG Financial Information about Segments", "text": "Information about our reportable segments can be found in the MD&A and Note 2 to our Consolidated Financial Statements."}
-{"_id": "PG20230010", "title": "PG Narrative Description of Business", "text": "Business Model. Our business model is built to deliver balanced top- and bottom-line growth and value creation. We rely on the continued growth and success of existing brands and products, as well as the creation of new innovative products and brands. We offer products in markets and industry segments that are highly competitive. Our products are sold in approximately 180 countries and territories through numerous channels as well as direct-to-consumer. Our growth strategy is to deliver meaningful and noticeable superiority across five key vectors of our consumer proposition - product performance, packaging, brand communication, retail execution and consumer and customer value. We use our research and development (R&D) and consumer insights to provide superior products and packaging. We utilize our marketing and online presence to deliver superior brand messaging to our consumers. We partner with our customers to deliver superior retail execution, both in-store and online. In conjunction with the above vectors, we provide superior value to consumers and our retail customers in each price tier in which we compete. Productivity improvement is also critical to delivering our objectives of balanced top- and bottom-line growth and value creation."}
-{"_id": "PG20230011", "title": "PG Narrative Description of Business", "text": "Key Product Categories. Information on key product categories can be found in the MD&A and Note 2 to our Consolidated Financial Statements."}
-{"_id": "PG20230012", "title": "PG Narrative Description of Business", "text": "Key Customers. Our customers include mass merchandisers, e-commerce (including social commerce) channels, grocery stores, membership club stores, drug stores, department stores, distributors, wholesalers, specialty beauty stores (including airport duty-free stores), high-frequency stores, pharmacies, electronics stores and professional channels. We also sell direct to consumers. Sales to Walmart Inc. and its affiliates represent approximately 15% of our total sales in 2023, 2022 and 2021. No other customer represents more than 10% of our total sales. Our top ten customers accounted for 40% of our total net sales in 2023 and 39% in 2022 and 2021."}
-{"_id": "PG20230013", "title": "PG Narrative Description of Business", "text": "Sources and Availability of Materials. Almost all of the raw and packaging materials used by the Company are purchased from third parties, some of whom are single-source suppliers. We produce certain raw materials, primarily chemicals, for further use in the manufacturing process. In addition, fuel, natural gas and derivative products are important commodities consumed in our manufacturing processes and in the transportation of input materials and finished products. The prices we pay for materials and other commodities are subject to fluctuation. When prices for these items change, we may or may not pass the change to our customers. The Company purchases a substantial variety of other raw and packaging materials, none of which are material to our business taken as a whole."}
-{"_id": "PG20230014", "title": "PG Narrative Description of Business", "text": "Trademarks and Patents. We own or have licenses under patents and registered trademarks, which are used in connection with our activity in all businesses. Some of these patents or licenses cover significant product formulation and processes used to manufacture our products. The trademarks are important to the overall marketing and branding of our products. All major trademarks in each business are registered. In part, our success can be attributed to the existence and continued protection of these trademarks, patents and licenses."}
-{"_id": "PG20230015", "title": "PG Narrative Description of Business", "text": "Competitive Condition. The markets in which our products are sold are highly competitive. Our products compete against similar products from many large and small companies, including well-known global competitors. In many of the markets and industry segments in which we sell our products, we compete against other branded products as well as retailers' private-label brands. We are well positioned in the industry segments and markets in which we operate, often holding a leadership or significant market share position. We support our products with advertising, promotions and other marketing vehicles to build awareness and trial of our brands and products in conjunction with our sales force. We believe this combination provides the"}
-{"_id": "PG20230017", "title": "PG 2 The Procter & Gamble Company", "text": "most efficient method of marketing for these types of products. Product quality, performance, value and packaging are also important differentiating factors."}
-{"_id": "PG20230018", "title": "PG 2 The Procter & Gamble Company", "text": "Government Regulation. Our Company is subject to a wide variety of laws and regulations across the countries in which we do business. In the United States, many of our products and manufacturing operations are subject to one or more federal or state regulatory agencies, including the U.S. Food and Drug Administration (FDA), the Environmental Protection Agency (EPA), the Occupational Safety and Health Administration (OSHA), the Federal Trade Commission (FTC) and the Consumer Product Safety Commission (CPSC). We are also subject to anti-corruption laws and regulations, such as the U.S. Foreign Corrupt Practices Act, and antitrust and competition laws and regulations that govern our dealings with suppliers, customers, competitors and government officials."}
-{"_id": "PG20230019", "title": "PG 2 The Procter & Gamble Company", "text": "In addition, many foreign jurisdictions in which we do business have regulations and regulatory bodies that govern similar aspects of our operations and products, in some cases to an even more significant degree. We are also subject to expanding laws and regulations related to environmental protection and other sustainability-related matters, non-financial reporting and diligence, labor and employment, trade, taxation and data privacy and protection, including the European Union\u2019s General Data Protection Regulation (GDPR) and similar regulations in states within the United States and in countries around the world."}
-{"_id": "PG20230020", "title": "PG 2 The Procter & Gamble Company", "text": "The Company has in place compliance programs and internal and external experts to help guide our business in complying with these and other existing laws and regulations that apply to us around the globe; and we have made, and plan to continue making, necessary expenditures for compliance with these laws and regulations. We also expect that our many suppliers, consultants and other third parties working on our behalf share our commitment to compliance, and we have policies and procedures in place to manage these relationships, though they inherently involve a lesser degree of control over operations and governance. We do not expect that the Company\u2019s expenditures for compliance with current government regulations, including current environmental regulations, will have a material effect on our total capital expenditures, earnings or competitive position in fiscal year 2024 as compared to prior periods."}
-{"_id": "PG20230021", "title": "PG 2 The Procter & Gamble Company", "text": "Human Capital. Our employees are a key source of competitive advantage. Their actions, guided by our Purpose, Values and Principles (PVPs), are critical to the long-term success of our business. We aim to retain our talented employees by offering competitive compensation and benefits, strong career development and a respectful and inclusive culture that provides equal opportunity for all."}
-{"_id": "PG20230022", "title": "PG 2 The Procter & Gamble Company", "text": "Our Board of Directors, through the Compensation and Leadership Development Committee (C&LD Committee), provides oversight of the Company\u2019s policies and strategy relating to talent including diversity, equality and inclusion as well as the Company\u2019s compensation principles and practices. The C&LD Committee also evaluates and approves the Company\u2019s compensation plans, policies and programs applicable to our senior executives."}
-{"_id": "PG20230024", "title": "PG Employees", "text": "As of June 30, 2023, the Company had approximately 107,000 employees, an increase of 1% versus the prior year due primarily to business growth. The total number of employees is an estimate of total Company employees excluding interns, co-ops, contractors and employees of joint ventures. 49% of our employees are in manufacturing roles and 27% of our employees are located in the United States. 41% of our global employees are women and 30% of our U.S. employees identify as multicultural."}
-{"_id": "PG20230026", "title": "PG Training and Development", "text": "We focus on attracting, developing and retaining skilled and diverse talent, both from universities and the broader market. We recruit from among the best universities across markets in which we compete and are generally able to select from the top talent. We focus on developing our employees by providing a variety of job experiences, training programs and skill development opportunities. Given our develop-from-within model for staffing most of our senior leadership positions, it is particularly important for us to ensure holistic growth and full engagement of our employees."}
-{"_id": "PG20230028", "title": "PG Diversity, Equality and Inclusion", "text": "As a consumer products company, we believe that it is important for our workforce to reflect the diversity of our consumers worldwide. We also seek to foster an inclusive work environment where each individual can bring their authentic self, which helps drive innovation and enables us to better serve our consumers. We aspire to achieve equal gender representation globally and at key management and leadership levels. Within the U.S. workforce, our aspiration is to achieve 40% multicultural representation overall as well as at management and leadership levels."}
-{"_id": "PG20230030", "title": "PG Compensation and Benefits", "text": "Market-competitive compensation and reward programs are critical elements of our employee value equation to attract and retain the best talent. Our total rewards programs are based on the principles of paying for performance, paying competitively versus peer companies that we compete with for talent in the marketplace and focusing on long-term success through a combination of short-term and long-term incentive programs. We also offer competitive benefit programs, including retirement plans and health insurance in line with local country practices with flexibility to accommodate the needs of a diverse workforce."}
-{"_id": "PG20230031", "title": "PG Compensation and Benefits", "text": "Sustainability. Environmental sustainability is integrated into our business strategy to offer consumers irresistibly superior products that are more sustainable. Our aim is to deliver balanced top- and bottom-line growth, value creation and key sustainability objectives. In 2021, the Company announced a 2040 net zero ambition and published a Climate Transition Action"}
-{"_id": "PG20230033", "title": "PG The Procter & Gamble Company 3", "text": "Plan, which describes the Company\u2019s ongoing efforts toward reducing greenhouse gas emissions across scopes 1 and 2 and elements of scope 3. This includes a long-term objective of net zero emissions for scopes 1 and 2, elements of scope 3 and interim goals to help us pace our progress. The Company has also declared goals towards using renewable electricity for our operations, reducing use of virgin petroleum-based plastic in packaging, increasing the recyclability or reusability of packaging, responsible sourcing of key forest-based commodities, improving efficiency of water usage in our operations and driving a global portfolio of water restoration projects to address water scarcity."}
-{"_id": "PG20230034", "title": "PG The Procter & Gamble Company 3", "text": "We use the standards and guidelines of the Global Reporting Initiative, Sustainability Accounting Standards Board (SASB) industry specific standards and the Task Force on Climate-related Financial Disclosures (TCFD) to inform our sustainability and related disclosures included in this Annual Report, our Proxy Statement and our sustainability reports. The \u201cmateriality\u201d thresholds in those standards and guidelines may differ from the concept of \u201cmateriality\u201d for purposes of the federal securities laws and disclosures required by the Commission\u2019s rules in this Annual Report. References to our sustainability reports and website are for informational purposes only and neither the sustainability reports nor the other information on our website is incorporated by reference into this Annual Report on Form 10-K. Additional detailed information on our sustainability efforts can be found on our website at https://pginvestor.com/esg."}
-{"_id": "PG20230036", "title": "PG Risk Factors", "text": "We discuss our expectations regarding future performance, events and outcomes, such as our business outlook and objectives in this Form 10-K, as well as in our quarterly and annual reports, current reports on Form 8-K, press releases and other written and oral communications. All statements, except for historical and present factual information, are \u201cforward-looking statements\u201d and are based on financial data and business plans available only as of the time the statements are made, which may become outdated or incomplete. We assume no obligation to update any forward-looking statements as a result of new information, future events or other factors, except to the extent required by law. Forward-looking statements are inherently uncertain, and investors must recognize that events could significantly differ from our expectations."}
-{"_id": "PG20230037", "title": "PG Risk Factors", "text": "The following discussion of \u201crisk factors\u201d identifies significant factors that may adversely affect our business, operations, financial position or future financial performance. This information should be read in conjunction with Management's Discussion and Analysis and the Consolidated Financial Statements and related Notes incorporated in this report. The following discussion of risks is not all inclusive but is designed to highlight what we believe are important factors to consider when evaluating our expectations. These and other factors could cause our future results to differ from those in the forward-looking statements and from historical trends, perhaps materially."}
-{"_id": "PG20230039", "title": "PG MACROECONOMIC CONDITIONS AND RELATED FINANCIAL RISKS", "text": "Our business is subject to numerous risks as a result of having significant operations and sales in international markets, including foreign currency fluctuations, currency exchange or pricing controls and localized volatility."}
-{"_id": "PG20230040", "title": "PG MACROECONOMIC CONDITIONS AND RELATED FINANCIAL RISKS", "text": "We are a global company, with operations in approximately 70 countries and products sold in approximately 180 countries and territories around the world. We hold assets, incur liabilities, generate sales and pay expenses in a variety of currencies other than the U.S. dollar, and our operations outside the U.S. generate more than 50% of our annual net sales. Fluctuations in exchange rates for foreign currencies have and could continue to reduce the U.S. dollar value of sales, earnings and cash flows we receive from non-U.S. markets, increase our supply costs (as measured in U.S. dollars) in those markets, negatively impact our competitiveness in those markets or otherwise adversely impact our business results or financial condition. Further, we have a significant amount of foreign currency debt and derivatives as part of our capital markets activities. The maturity cash outflows of these instruments could be adversely impacted by significant appreciation of foreign currency exchange rates (particularly the Euro), which could adversely impact our overall cash flows. Moreover, discriminatory or conflicting fiscal or trade policies in different countries, including changes to tariffs and existing trade policies and agreements, could adversely affect our results. See also the Results of Operations and Cash Flow, Financial Condition and Liquidity sections of the MD&A and the Consolidated Financial Statements and related Notes."}
-{"_id": "PG20230041", "title": "PG MACROECONOMIC CONDITIONS AND RELATED FINANCIAL RISKS", "text": "We also have businesses and maintain local currency cash balances in a number of countries with currency exchange, import authorization, pricing or other controls or restrictions, such as Egypt, Argentina and Pakistan. Our results of operations, financial condition and cash flows could be adversely impacted if we are unable to successfully manage such controls and restrictions, continue existing business operations and repatriate earnings from overseas, or if new or increased tariffs, quotas, exchange or price controls, trade barriers or similar restrictions are imposed on our business."}
-{"_id": "PG20230042", "title": "PG MACROECONOMIC CONDITIONS AND RELATED FINANCIAL RISKS", "text": "Additionally, our business, operations or employees have been and could continue to be adversely affected (including by the need to de-consolidate or even exit certain businesses in particular countries) by geopolitical conflicts, political volatility, trade controls, labor market disruptions or other crises or vulnerabilities in individual countries or regions. This could include political instability, upheaval or acts of war (such as the Russia-Ukraine War) and the related government and other entity responses, broad economic instability or sovereign risk related to a default by or deterioration in the creditworthiness of local governments, particularly in emerging markets."}
-{"_id": "PG20230043", "title": "PG MACROECONOMIC CONDITIONS AND RELATED FINANCIAL RISKS", "text": "Uncertain economic or social conditions may adversely impact demand for our products or cause our customers and other business partners to suffer financial hardship, which could adversely impact our business."}
-{"_id": "PG20230044", "title": "PG MACROECONOMIC CONDITIONS AND RELATED FINANCIAL RISKS", "text": "Our business could be negatively impacted by reduced demand for our products related to one or more significant local, regional or global economic or social disruptions. These disruptions have included and may in the future include: a slow-down,"}
-{"_id": "PG20230046", "title": "PG 4 The Procter & Gamble Company", "text": "recession or inflationary pressures in the general economy; reduced market growth rates; tighter credit markets for our suppliers, vendors or customers; a significant shift in government policies; significant social unrest; the deterioration of economic relations between countries or regions; potential negative consumer sentiment toward non-local products or sources; or the inability to conduct day-to-day transactions through our financial intermediaries to pay funds to or collect funds from our customers, vendors and suppliers. Additionally, these and other economic conditions may cause our suppliers, distributors, contractors or other third-party partners to suffer financial or operational difficulties that they cannot overcome, resulting in their inability to provide us with the materials and services we need, in which case our business and results of operations could be adversely affected. Customers may also suffer financial hardships due to economic conditions such that their accounts become uncollectible or are subject to longer collection cycles. In addition, if we are unable to generate sufficient sales, income and cash flow, it could affect the Company\u2019s ability to achieve expected share repurchase and dividend payments."}
-{"_id": "PG20230047", "title": "PG 4 The Procter & Gamble Company", "text": "Disruptions in credit markets or to our banking partners or changes to our credit ratings may reduce our access to credit or overall liquidity."}
-{"_id": "PG20230048", "title": "PG 4 The Procter & Gamble Company", "text": "A disruption in the credit markets or a downgrade of our current credit rating could increase our future borrowing costs and impair our ability to access capital and credit markets on terms commercially acceptable to us, which could adversely affect our liquidity and capital resources or significantly increase our cost of capital. In addition, we rely on top-tier banking partners in key markets around the world, who themselves face economic, societal, political and other risks, for access to credit and to facilitate collection, payment and supply chain finance programs. A disruption to one or more of these top-tier partners could impact our ability to draw on existing credit facilities or otherwise adversely affect our cash flows or the cash flows of our customers and vendors."}
-{"_id": "PG20230049", "title": "PG 4 The Procter & Gamble Company", "text": "Changing political and geopolitical conditions could adversely impact our business and financial results."}
-{"_id": "PG20230050", "title": "PG 4 The Procter & Gamble Company", "text": "Changes in the political conditions in markets in which we manufacture, sell or distribute our products, as well as changing geopolitical conditions, may be difficult to predict and may adversely affect our business and financial results. Results of elections, referendums, sanctions or other political processes and pressures in certain markets in which our products are manufactured, sold or distributed could create uncertainty regarding how existing governmental policies, laws and regulations may change, including with respect to sanctions, taxes, tariffs, import and export controls and the general movement of goods, materials, services, capital, data and people between countries. The potential implications of such uncertainty, which include, among others, exchange rate fluctuations, new or increased tariffs, trade barriers and market contraction, could adversely affect the Company\u2019s results of operations and cash flows."}
-{"_id": "PG20230051", "title": "PG 4 The Procter & Gamble Company", "text": "The Company operates a global business with sales, manufacturing, distribution and research and development organizations globally that contribute to our overall growth. If geopolitical tensions and trade controls were to increase or disrupt our business in markets where we have significant sales or operations, including disruptions due to governmental responses to such conflicts (such as the imposition of sanctions, retaliatory tariffs, increased business licensing requirements or limitations on profits), such disruptions could adversely impact our business, financial condition, results of operations and cash flows."}
-{"_id": "PG20230052", "title": "PG 4 The Procter & Gamble Company", "text": "The war between Russia and Ukraine has adversely impacted and could continue to adversely impact our business and financial results."}
-{"_id": "PG20230053", "title": "PG 4 The Procter & Gamble Company", "text": "The war between Russia and Ukraine has negatively impacted, and the situation it generates may continue to negatively impact, our operations. Beginning in March 2022, the Company reduced its product portfolio, discontinued new capital investments and suspended media, advertising and promotional activity in Russia. Future impacts to the Company are difficult to predict due to the high level of uncertainty as to how the overall situation will evolve. Within Ukraine, there is a possibility of physical damage and destruction of our two manufacturing facilities, our distribution centers or those of our customers. We may not be able to operate our manufacturing sites and source raw materials from our suppliers or ship finished products to our customers. Within Russia, we may reduce further or discontinue our operations due to sanctions and export controls and counter-sanctions, monetary, currency or payment controls, restrictions on access to financial institutions, supply and transportation challenges or other circumstances and considerations. Ultimately, these could result in loss of assets or impairments of our manufacturing plants and fixed assets or write-downs of other operating assets and working capital."}
-{"_id": "PG20230054", "title": "PG 4 The Procter & Gamble Company", "text": "The war between Russia and Ukraine could also amplify or affect the other risk factors set forth in this Part I, Item 1A, including, but not limited to, foreign exchange volatility, disruptions to the financial and credit markets, energy supply and supply chain disruptions, increased risks of an information security or operational technology incident, cost fluctuations and commodity cost increases and increased costs to ensure compliance with global and local laws and regulations. The occurrence of any of these risks, combined with the increased impact from the war between Russia and Ukraine, could adversely impact our business and financial results."}
-{"_id": "PG20230055", "title": "PG 4 The Procter & Gamble Company", "text": "More broadly, there could be additional negative impacts to our net sales, earnings and cash flows should the situation worsen, including, among other potential impacts, economic recessions in certain neighboring countries or globally due to inflationary pressures, energy and supply chain cost increases or the geographic proximity of the war relative to the rest of Europe."}
-{"_id": "PG20230057", "title": "PG BUSINESS OPERATIONS RISKS", "text": "Our business results depend on our ability to manage disruptions in our global supply chain."}
-{"_id": "PG20230058", "title": "PG BUSINESS OPERATIONS RISKS", "text": "Our ability to meet our customers\u2019 needs and achieve cost targets depends on our ability to maintain key manufacturing and supply arrangements, including execution of supply chain optimizations and certain sole supplier or sole manufacturing plant"}
-{"_id": "PG20230060", "title": "PG The Procter & Gamble Company 5", "text": "arrangements. The loss or disruption of such manufacturing and supply arrangements, including for issues such as labor disputes or controversies, loss or impairment of key manufacturing sites, discontinuity or disruptions in our internal information and data systems or those of our suppliers, cybersecurity incidents, inability to procure sufficient raw or input materials (including water, recycled materials and materials that meet our labor standards), significant changes in trade policy, natural disasters, increasing severity or frequency of extreme weather events due to climate change or otherwise, acts of war or terrorism, disease outbreaks or other external factors over which we have no control, have at times interrupted and could, in the future, interrupt product supply and, if not effectively managed and remedied, could have an adverse impact on our business, financial condition, results of operations or cash flows."}
-{"_id": "PG20230061", "title": "PG The Procter & Gamble Company 5", "text": "Our businesses face cost fluctuations and pressures that could affect our business results."}
-{"_id": "PG20230062", "title": "PG The Procter & Gamble Company 5", "text": "Our costs are subject to fluctuations, particularly due to changes in the prices of commodities (including certain petroleum-derived materials like resins and paper-based materials like pulp) and raw and packaging materials and the costs of labor, transportation (including trucks and containers), energy, pension and healthcare. Inflation pressures could also result in increases in these input costs. Therefore, our business results depend, in part, on our continued ability to manage these fluctuations through pricing actions, cost saving projects and sourcing decisions, while maintaining and improving margins and market share. Failure to manage these fluctuations and to anticipate consumer reaction to our management of these fluctuations could adversely impact our results of operations or cash flows."}
-{"_id": "PG20230063", "title": "PG The Procter & Gamble Company 5", "text": "The ability to achieve our business objectives depends on how well we can compete with our local and global competitors in new and existing markets and channels."}
-{"_id": "PG20230064", "title": "PG The Procter & Gamble Company 5", "text": "The consumer products industry is highly competitive. Across all of our categories, we compete against a wide variety of global and local competitors. As a result, we experience ongoing competitive pressures in the environments in which we operate, which may result in challenges in maintaining sales and profit margins. To address these challenges, we must be able to successfully respond to competitive factors and emerging retail trends, including pricing, promotional incentives, product delivery windows and trade terms. In addition, evolving sales channels and business models may affect customer and consumer preferences as well as market dynamics, which, for example, may be seen in the growing consumer preference for shopping online, ease of competitive entry into certain categories and growth in hard discounter channels. Failure to successfully respond to competitive factors and emerging retail trends and effectively compete in growing sales channels and business models, particularly e-commerce and mobile or social commerce applications, could negatively impact our results of operations or cash flows."}
-{"_id": "PG20230065", "title": "PG The Procter & Gamble Company 5", "text": "A significant change in customer relationships or in customer demand for our products could have a significant impact on our business."}
-{"_id": "PG20230066", "title": "PG The Procter & Gamble Company 5", "text": "We sell most of our products via retail customers, which include mass merchandisers, e-commerce (including social commerce) channels, grocery stores, membership club stores, drug stores, department stores, distributors, wholesalers, specialty beauty stores (including airport duty-free stores), high-frequency stores, pharmacies, electronics stores and professional channels. Our success depends on our ability to successfully manage relationships with our retail trade customers, which includes our ability to offer trade terms that are mutually acceptable and are aligned with our pricing and profitability targets. Continued concentration among our retail customers could create significant cost and margin pressure on our business, and our business performance could suffer if we cannot reach agreement with a key customer on trade terms and principles. Our business could also be negatively impacted if a key customer were to significantly reduce the inventory level of or shelf space allocated to our products as a result of increased offerings of other branded manufacturers, private label brands and generic non-branded products or for other reasons, significantly tighten product delivery windows or experience a significant business disruption."}
-{"_id": "PG20230067", "title": "PG The Procter & Gamble Company 5", "text": "If the reputation of the Company or one or more of our brands erodes significantly, it could have a material impact on our financial results."}
-{"_id": "PG20230068", "title": "PG The Procter & Gamble Company 5", "text": "The Company's reputation, and the reputation of our brands, form the foundation of our relationships with key stakeholders and other constituencies, including consumers, customers and suppliers. The quality and safety of our products are critical to our business. Many of our brands have worldwide recognition and our financial success directly depends on the success of our brands. The success of our brands can suffer if our marketing plans or product initiatives do not have the desired impact on a brand's image or its ability to attract consumers. Our results of operations or cash flows could also be negatively impacted if the Company or one of our brands suffers substantial harm to its reputation due to a significant product recall, product-related litigation, defects or impurities in our products, product misuse, changing consumer perceptions of certain ingredients, negative perceptions of packaging (such as plastic and other petroleum-based materials), lack of recyclability or other environmental impacts, concerns about actual or alleged labor or equality and inclusion practices, privacy lapses or data breaches, allegations of product tampering or the distribution and sale of counterfeit products. Additionally, negative or inaccurate postings or comments on social media or networking websites about the Company or one of its brands could generate adverse publicity that could damage the reputation of our brands or the Company. If we are unable to effectively manage real or perceived issues, including concerns about safety, quality, ingredients, efficacy, environmental or social impacts or similar matters, sentiments toward the Company or our products could be negatively impacted, and our results of operations or cash flows could suffer. Our Company also devotes time and resources to citizenship efforts that are consistent with our corporate values and are designed to strengthen our business and protect and preserve our reputation, including programs driving ethics and corporate responsibility, strong communities, equality and inclusion and environmental sustainability. While the Company has many programs and"}
-{"_id": "PG20230070", "title": "PG 6 The Procter & Gamble Company", "text": "initiatives to further these goals, our ability to achieve these goals is impacted in part by the actions and efforts of third parties including local and other governmental authorities, suppliers, vendors and customers. Consumer or broader stakeholder perceptions of these programs and initiatives widely vary and could adversely affect our business. If these programs are not executed as planned or suffer negative publicity, the Company's reputation and results of operations or cash flows could be adversely impacted."}
-{"_id": "PG20230071", "title": "PG 6 The Procter & Gamble Company", "text": "We rely on third parties in many aspects of our business, which creates additional risk."}
-{"_id": "PG20230072", "title": "PG 6 The Procter & Gamble Company", "text": "Due to the scale and scope of our business, we must rely on relationships with third parties, including our suppliers, contract manufacturers, distributors, contractors, commercial banks, joint venture partners and external business partners, for certain functions. If we are unable to effectively manage our third-party relationships and the agreements under which our third-party partners operate, our results of operations and cash flows could be adversely impacted. Further, failure of these third parties to meet their obligations to the Company or substantial disruptions in the relationships between the Company and these third parties could adversely impact our operations and financial results. Additionally, while we have policies and procedures for managing these relationships, they inherently involve a lesser degree of control over business operations, governance and compliance, thereby potentially increasing our financial, legal, reputational and operational risk."}
-{"_id": "PG20230073", "title": "PG 6 The Procter & Gamble Company", "text": "A significant information security or operational technology incident, including a cybersecurity breach, or the failure of one or more key information or operations technology systems, networks, hardware, processes and/or associated sites owned or operated by the Company or one of its service providers could have a material adverse impact on our business or reputation."}
-{"_id": "PG20230086", "title": "PG 6 The Procter & Gamble Company", "text": "We rely extensively on information and operational technology (IT/OT) systems, networks and services, including internet and intranet sites, data hosting and processing facilities and technologies, physical security systems and other hardware, software and technical applications and platforms, many of which are managed, hosted, provided and/or used by third parties or their vendors, to assist in conducting our business. The various uses of these IT/OT systems, networks and services include, but are not limited to: \u2022ordering and managing materials from suppliers; \u2022converting materials to finished products; \u2022shipping products to customers; \u2022marketing and selling products to consumers; \u2022collecting, transferring, storing and/or processing customer, consumer, employee, vendor, investor and other stakeholder information and personal data, including such data from persons covered by an expanding landscape of privacy and data regulations, such as citizens of the European Union who are covered by the General Data Protection Regulation (GDPR), residents of California covered by the California Consumer Privacy Act (CCPA), citizens of China covered by the Personal Information Protection Law (PIPL) and citizens of Brazil covered by the General Personal Data Protection Law (LGPD); \u2022summarizing and reporting results of operations, including financial reporting; \u2022managing our banking and other cash liquidity systems and platforms; \u2022hosting, processing and sharing, as appropriate, confidential and proprietary research, business plans and financial information; \u2022collaborating via an online and efficient means of global business communications; \u2022complying with regulatory, legal and tax requirements; \u2022providing data security; and \u2022handling other processes necessary to manage our business."}
-{"_id": "PG20230087", "title": "PG 6 The Procter & Gamble Company", "text": "Numerous and evolving information security threats, including advanced persistent cybersecurity threats, pose a risk to the security of our services, systems, networks and supply chain, as well as to the confidentiality, availability and integrity of our data and of our critical business operations. In addition, because the techniques, tools and tactics used in cyber-attacks frequently change and may be difficult to detect for periods of time, we may face difficulties in anticipating and implementing adequate preventative measures or fully mitigating harms after such an attack."}
-{"_id": "PG20230088", "title": "PG 6 The Procter & Gamble Company", "text": "Our IT/OT databases and systems and our third-party providers\u2019 databases and systems have been, and will likely continue to be, subject to advanced computer viruses or other malicious codes, ransomware, unauthorized access attempts, denial of service attacks, phishing, social engineering, hacking and other cyber-attacks. Such attacks may originate from outside parties, hackers, criminal organizations or other threat actors, including nation states. In addition, insider actors - malicious or otherwise - could cause technical disruptions and/or confidential data leakage. We cannot guarantee that our security efforts or the security efforts of our third-party providers will prevent material breaches, operational incidents or other breakdowns to our or our third-party providers\u2019 IT/OT databases or systems."}
-{"_id": "PG20230089", "title": "PG 6 The Procter & Gamble Company", "text": "A breach of our data security systems or failure of our IT/OT databases and systems may have a material adverse impact on our business operations and financial results. If the IT/OT systems, networks or service providers we rely upon fail to function properly or cause operational outages or aberrations, or if we or one of our third-party providers suffer significant unavailability of key operations, or inadvertent disclosure of, lack of integrity of, or loss of our sensitive business or stakeholder information,"}
-{"_id": "PG20230091", "title": "PG The Procter & Gamble Company 7", "text": "including personal information, due to any number of causes, including catastrophic events, natural disasters, power outages, computer and telecommunications failures, improper data handling, viruses, phishing attempts, cyber-attacks, malware and ransomware attacks, security breaches, security incidents or employee error or malfeasance, and our business continuity plans do not effectively address these failures on a timely basis, we may suffer interruptions in our ability to manage operations and be exposed to reputational, competitive, operational, financial and business harm as well as litigation and regulatory action. If our critical IT systems or back-up systems or those of our third-party vendors are damaged or cease to function properly, we may have to make a significant investment to repair or replace them."}
-{"_id": "PG20230092", "title": "PG The Procter & Gamble Company 7", "text": "In addition, if a ransomware attack or other cybersecurity incident occurs, either internally or at our third-party technology service providers, we could be prevented from accessing our data or systems, which may cause interruptions or delays in our business operations, cause us to incur remediation costs, subject us to demands to pay a ransom or damage our reputation. In addition, such events could result in unauthorized disclosure of confidential information or stakeholder information, including personal information, and we may suffer financial and reputational damage because of lost or misappropriated information belonging to us or to our partners, our employees, customers and suppliers. Additionally, we could be exposed to potential liability, litigation, governmental inquiries, investigations or regulatory enforcement actions; and we could be subject to payment of fines or other penalties, legal claims by our suppliers, customers or employees and significant remediation costs."}
-{"_id": "PG20230093", "title": "PG The Procter & Gamble Company 7", "text": "Periodically, we also upgrade our IT/OT systems or adopt new technologies. If such a new system or technology does not function properly or otherwise exposes us to increased cybersecurity breaches and failures, it could affect our ability to order materials, make and ship orders and process payments in addition to other operational and information integrity and loss issues. The costs and operational consequences of responding to the above items and implementing remediation measures could be significant and could adversely impact our results of operations and cash flows."}
-{"_id": "PG20230094", "title": "PG The Procter & Gamble Company 7", "text": "We must successfully manage the demand, supply and operational challenges associated with the effects of any future disease outbreak, including epidemics, pandemics or similar widespread public health concerns."}
-{"_id": "PG20230097", "title": "PG The Procter & Gamble Company 7", "text": "Our business may be negatively impacted by the fear of exposure to or actual effects of a disease outbreak, epidemic, pandemic or similar widespread public health concern. These impacts may include, but are not limited to: \u2022Significant reductions in demand or significant volatility in demand for one or more of our products, which may be caused by, among other things: the temporary inability of consumers to purchase our products due to illness, quarantine or other travel restrictions or financial hardship, shifts in demand away from one or more of our more discretionary or higher priced products to lower priced products, or stockpiling or similar pantry-loading activity. If prolonged, such impacts can further increase the difficulty of business or operations planning and may adversely impact our results of operations and cash flows; or \u2022Significant changes in the political conditions in markets in which we manufacture, sell or distribute our products, including quarantines, import/export restrictions, price controls, or governmental or regulatory actions, closures or other restrictions that limit or close our operating and manufacturing facilities, restrict our employees\u2019 ability to travel or perform necessary business functions, or otherwise prevent our third-party partners, suppliers or customers from sufficiently staffing operations."}
-{"_id": "PG20230098", "title": "PG The Procter & Gamble Company 7", "text": "Despite efforts to manage and remedy these impacts, their ultimate impact also depends on factors beyond our knowledge or control, including the duration and severity of any such outbreak as well as third-party actions taken to contain its spread and mitigate its public health effects."}
-{"_id": "PG20230100", "title": "PG BUSINESS STRATEGY & ORGANIZATIONAL RISKS", "text": "Our ability to meet our growth targets depends on successful product, marketing and operations innovation and successful responses to competitive innovation, evolving digital marketing and selling platforms and changing consumer habits."}
-{"_id": "PG20230101", "title": "PG BUSINESS STRATEGY & ORGANIZATIONAL RISKS", "text": "We are a consumer products company that relies on continued global demand for our brands and products. Achieving our business results depends, in part, on successfully developing, introducing and marketing new products and on making significant improvements to our equipment and manufacturing processes. The success of such innovation depends on our ability to correctly anticipate customer and consumer acceptance and trends, to obtain, maintain and enforce necessary intellectual property protections and to avoid infringing upon the intellectual property rights of others and to continue to deliver efficient and effective marketing across evolving media and mobile platforms with dynamic and increasingly more restrictive privacy requirements. We must also successfully respond to technological advances made by, and intellectual property rights granted to, competitors, customers and vendors. Failure to continually innovate, improve and respond to competitive moves, platform evolution and changing consumer habits could compromise our competitive position and adversely impact our financial condition, results of operations or cash flows."}
-{"_id": "PG20230102", "title": "PG BUSINESS STRATEGY & ORGANIZATIONAL RISKS", "text": "We must successfully manage ongoing acquisition, joint venture and divestiture activities."}
-{"_id": "PG20230103", "title": "PG BUSINESS STRATEGY & ORGANIZATIONAL RISKS", "text": "As a company that manages a portfolio of consumer brands, our ongoing business model includes a certain level of acquisition, joint venture and divestiture activities. We must be able to successfully manage the impacts of these activities, while at the same time delivering against our business objectives. Specifically, our financial results have been, and in the future could be, adversely impacted by the dilutive impacts from the loss of earnings associated with divested brands or dissolution of joint ventures. Our results of operations and cash flows have been, and in the future could also be, impacted by acquisitions or joint"}
-{"_id": "PG20230105", "title": "PG 8 The Procter & Gamble Company", "text": "venture activities, if: 1) changes in the cash flows or other market-based assumptions cause the value of acquired assets to fall below book value, or 2) we are not able to deliver the expected cost and growth synergies associated with such acquisitions and joint ventures, including as a result of integration and collaboration challenges, which could also result in an impairment of goodwill and intangible assets."}
-{"_id": "PG20230106", "title": "PG 8 The Procter & Gamble Company", "text": "Our business results depend on our ability to successfully manage productivity improvements and ongoing organizational change, including attracting and retaining key talent as part of our overall succession planning."}
-{"_id": "PG20230107", "title": "PG 8 The Procter & Gamble Company", "text": "Our financial projections assume certain ongoing productivity improvements and cost savings, including staffing adjustments and employee departures. Failure to deliver these planned productivity improvements and cost savings, while continuing to invest in business growth, could adversely impact our results of operations and cash flows. Additionally, successfully executing organizational change, management transitions at leadership levels of the Company and motivation and retention of key employees is critical to our business success. Factors that may affect our ability to attract and retain sufficient numbers of qualified employees include employee morale, our reputation, competition from other employers and availability of qualified individuals. Our success depends on identifying, developing and retaining key employees to provide uninterrupted leadership and direction for our business. This includes developing and retaining organizational capabilities in key growth markets where the depth of skilled or experienced employees may be limited and competition for these resources is intense as well as continuing the development and execution of robust leadership succession plans."}
-{"_id": "PG20230109", "title": "PG LEGAL & REGULATORY RISKS", "text": "We must successfully manage compliance with current and expanding laws and regulations, as well as manage new and pending legal and regulatory matters in the U.S. and abroad."}
-{"_id": "PG20230110", "title": "PG LEGAL & REGULATORY RISKS", "text": "Our business is subject to a wide variety of laws and regulations across the countries in which we do business, including those laws and regulations involving intellectual property, product liability, product composition or formulation, packaging content or corporate responsibility for packaging and product disposal, marketing, antitrust and competition, privacy, data protection, environmental (including increasing focus on the climate, water and waste impacts of consumer packaged goods companies' operations and products), employment, healthcare, anti-bribery and anti-corruption (including interactions with health care professionals and government officials as well as corresponding internal controls and record-keeping requirements), trade (including tariffs, sanctions and export controls), tax, accounting and financial reporting or other matters. In addition, increasing governmental and societal attention to environmental, social and governance (ESG) matters, including expanding mandatory and voluntary reporting, diligence and disclosure on topics such as climate change, waste production, water usage, human capital, labor and risk oversight, could expand the nature, scope and complexity of matters that we are required to control, assess and report. These and other rapidly changing laws, regulations, policies and related interpretations as well as increased enforcement actions by various governmental and regulatory agencies, create challenges for the Company, may alter the environment in which we do business, may increase the ongoing costs and complexities of compliance including by requiring investments in technology or other compliance systems, and may ultimately result in the need to cease manufacturing, sales or other business activities in certain jurisdictions, which could adversely impact our results of operations and cash flows. If we are unable to continue to meet these challenges and comply with all laws, regulations, policies and related interpretations, it could negatively impact our reputation and our business results. Additionally, we are currently, and in the future may be, subject to a number of inquiries, investigations, claims, proceedings and requests for information from governmental agencies or private parties, the adverse outcomes of which could harm our business. Failure to successfully manage these new or pending regulatory and legal matters and resolve such matters without significant liability or damage to our reputation may materially adversely impact our financial condition, results of operations and cash flows. Furthermore, if new or pending legal or regulatory matters result in fines or costs in excess of the amounts accrued to date, that may also materially impact our results of operations and financial position."}
-{"_id": "PG20230111", "title": "PG LEGAL & REGULATORY RISKS", "text": "Changes in applicable tax laws and regulations and resolutions of tax disputes could negatively affect our financial results."}
-{"_id": "PG20230112", "title": "PG LEGAL & REGULATORY RISKS", "text": "The Company is subject to taxation in the U.S. and numerous foreign jurisdictions. Changes in the various tax laws can and do occur. For example, in December 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the U.S. Tax Act). The changes included in the U.S. Tax Act were broad and complex. Under the current U.S. presidential administration, comprehensive federal income tax reform has been proposed, including an increase in the U.S. Federal corporate income tax rate, elimination of certain investment incentives and an increase in U.S. taxation of non-U.S. earnings. While these proposals are controversial, likely to change during the legislative process and may prove difficult to enact as proposed in the current closely divided U.S. Congress, their impact could nonetheless be significant."}
-{"_id": "PG20230113", "title": "PG LEGAL & REGULATORY RISKS", "text": "Additionally, longstanding international tax norms that determine each country\u2019s jurisdiction to tax cross-border international trade are subject to potential evolution. An outgrowth of the original Base Erosion and Profit Shifting (BEPS) project is a project undertaken by the approximately 140 member countries of the expanded Organisation for Economic Co-operation and Development (OECD) Inclusive Framework focused on \"Addressing the Challenges of the Digitalization of the Economy.\" The breadth of this project extends beyond pure digital businesses and, as proposed, would likely impact a large portion of multinational businesses by potentially redefining jurisdictional taxation rights in market countries and establishing a global minimum tax. In December 2022, the European Union (EU) approved a directive requiring member states to incorporate a 15% global minimum tax into their respective domestic laws effective for fiscal years beginning on or after December 31, 2023. In"}
-{"_id": "PG20230115", "title": "PG The Procter & Gamble Company 9", "text": "addition, several non-EU countries have recently proposed and/or adopted legislation consistent with the global minimum tax framework. Important details of these minimum tax developments are still to be determined and, in some cases, enactment and timing remain uncertain."}
-{"_id": "PG20230116", "title": "PG The Procter & Gamble Company 9", "text": "While it is too early to assess the overall impact of these potential changes, as these and other tax laws and related regulations are revised, enacted and implemented, our financial condition, results of operations and cash flows could be materially impacted."}
-{"_id": "PG20230117", "title": "PG The Procter & Gamble Company 9", "text": "Furthermore, we are subject to regular review and audit by both foreign and domestic tax authorities. While we believe our tax positions will be sustained, the final outcome of tax audits and related litigation, including maintaining our intended tax treatment of divestiture transactions such as the fiscal 2017 Beauty Brands transaction with Coty, may differ materially from the tax amounts recorded in our Consolidated Financial Statements, which could adversely impact our results of operations and cash flows."}
-{"_id": "PG20230119", "title": "PG Unresolved Staff Comments", "text": "None."}
-{"_id": "PG20230121", "title": "PG Properties", "text": "In the U.S., we own and operate 24 manufacturing sites located in 18 different states. In addition, we own and operate 80 manufacturing sites in 34 other countries. Many of the domestic and international sites manufacture products for multiple businesses. Beauty products are manufactured at 23 of these locations; Grooming products at 17; Health Care products at 20; Fabric & Home Care products at 37; and Baby, Feminine & Family Care products at 37. We own our Corporate headquarters in Cincinnati, Ohio. We own or lease our principal regional general offices in Switzerland, Panama, Singapore, China and the United Arab Emirates. We own or lease our principal regional shared service centers in Costa Rica, the United Kingdom and the Philippines. Management believes that the Company's sites are adequate to support the business and that the properties and equipment have been well maintained."}
-{"_id": "PG20230123", "title": "PG Legal Proceedings", "text": "The Company is subject, from time to time, to certain legal proceedings and claims arising out of our business, which cover a wide range of matters, including antitrust and trade regulation, product liability, advertising, contracts, environmental issues, patent and trademark matters, labor and employment matters and tax. In addition, SEC regulations require that we disclose certain environmental proceedings arising under Federal, State or local law when a governmental authority is a party and such proceeding involves potential monetary sanctions that the Company reasonably believes will exceed a certain threshold ($1 million or more). There are no relevant matters to disclose under this Item for this period. See Note 13 to our Consolidated Financial Statements for information on certain legal proceedings for which there are contingencies."}
-{"_id": "PG20230124", "title": "PG Legal Proceedings", "text": "This item should be read in conjunction with the Company's Risk Factors in Part I, Item 1A for additional information."}
-{"_id": "PG20230126", "title": "PG Mine Safety Disclosure", "text": "Not applicable."}
-{"_id": "PG20230142", "title": "PG INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "The names, ages and positions held by the Executive Officers of the Company on August 4, 2023, are: Name##Position##Age##First Elected to Officer Position Jon R. Moeller##Chairman of the Board, President and Chief Executive Officer##59##2009 (1) Shailesh Jejurikar##Chief Operating Officer##56##2018 (2) Andre Schulten##Chief Financial Officer##52##2021 (3) Gary A. Coombe##Chief Executive Officer - Grooming##59##2014 (4) Jennifer L. Davis##Chief Executive Officer - Health Care##52##2022 (5) Ma. Fatima D. Francisco##Chief Executive Officer - Baby, Feminine and Family Care and Executive Sponsor for Gender Equality##55##2018 (6) R. Alexandra Keith##Chief Executive Officer - Beauty and Executive Sponsor for Corporate Sustainability##55##2017 (7) Sundar Raman##Chief Executive Officer - Fabric and Home Care##48##2021 (8) Victor Aguilar##Chief Research, Development and Innovation Officer##56##2020 (9) Marc S. Pritchard##Chief Brand Officer##63##2008 (( ) Balaji Purushothaman##Chief Human Resources Officer##54##2023 (10) Susan Street Whaley##Chief Legal Officer and Secretary##49##2022 (11)"}
-{"_id": "PG20230143", "title": "PG INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "All the Executive Officers named above have been employed by the Company for more than the past five years."}
-{"_id": "PG20230144", "title": "PG INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "(1)Mr. Moeller previously served as President and Chief Executive Officer (2021 - 2022), Vice Chairman, Chief Operating Officer and Chief Financial Officer (2019 - 2021), Vice Chairman and Chief Financial Officer (2017 - 2019) and as Chief Financial Officer (2009 - 2017)."}
-{"_id": "PG20230145", "title": "PG INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "(2)Mr. Jejurikar previously served as Chief Executive Officer - Fabric and Home Care (2019 - 2021), President - Global Fabric, Home Care and P&G Professional (2018 - 2019), and President - Global Fabric Care and Brand-Building Officer Global Fabric & Home Care (2015 - 2018)."}
-{"_id": "PG20230146", "title": "PG INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "(3)Mr. Schulten previously served as Senior Vice President - Baby Care, North America (2018 - 2021) and Senior Vice President - Finance & Accounting, Global Baby, Feminine and Family Care (2014 - 2018)."}
-{"_id": "PG20230147", "title": "PG INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "(4)Mr. Coombe previously served as President - Europe Selling & Market Operations (2014 - 2018)."}
-{"_id": "PG20230148", "title": "PG INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "(5)Ms. Davis previously served as President - Feminine Care (2019 - 2022), President - Global Feminine Care (2018 - 2019), and Vice President - Feminine Care, North America and Brand Franchise Leader, Tampax (2016 - 2018)."}
-{"_id": "PG20230149", "title": "PG INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "(6)Ms. Francisco previously served as Chief Executive Officer - Baby and Feminine Care (2019 - 2021), President - Global Baby Care and Baby & Feminine Care Sector (2018 - 2019), and President - Global Feminine Care (2015 - 2018)."}
-{"_id": "PG20230150", "title": "PG INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "(7)Ms. Keith previously served as Chief Executive Officer - Beauty (2017 - 2022)."}
-{"_id": "PG20230151", "title": "PG INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "(8)Mr. Raman previously served as President - Home Care and P&G Professional (2020 - 2021), President - Fabric Care, North America and P&G Professional (2019 - 2020), and Vice President - Fabric Care, North America (2015 - 2019)."}
-{"_id": "PG20230152", "title": "PG INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "(9)Mr. Aguilar previously served as Senior Vice President - Research & Development, Corporate Function Research & Development (2020), Senior Vice President - Research & Development, Corporate Function Research & Development and Global Fabric Care (2019), and Senior Vice President - Research & Development Global Fabric Care; and Sector Leader, Research & Development Global Fabric and Home Care (2014 - 2019)."}
-{"_id": "PG20230153", "title": "PG INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "(10)Mr. Purushothaman previously served as Senior Vice President - Human Resources, Global Total Rewards, Employee and Labor Relations and Corporate Services (2020 - 2022) and as Senior Vice President - Human Resources, Beauty, Grooming, and Family Care (2015 - 2020)."}
-{"_id": "PG20230154", "title": "PG INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "(11)Ms. Whaley previously served as Senior Vice President and General Counsel - North America, Practice Groups and Sector Business Units (2019 - 2022), and Vice President and General Counsel - North America, Global Go-To-Market and Practice Groups, and Global Business Units (2016 - 2019)."}
-{"_id": "PG20230156", "title": "PG The Procter & Gamble Company 11", "text": "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities"}
-{"_id": "PG20230162", "title": "PG ISSUER PURCHASES OF EQUITY SECURITIES", "text": " Period##Total Number of Shares Purchased (1)##Average Price Paid per Share (2)##Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)##Approximate Dollar Value of Shares that May Yet Be Purchased Under Our Share Repurchase Program 4/1/2023 - 4/30/2023##\u2014##\u2014##\u2014##(3) 5/1/2023 - 5/31/2023##\u2014##\u2014##\u2014##(3) 6/1/2023 - 6/30/2023##914,324##$149.95##\u2014##(3) Total##914,324##$149.95##\u2014##(3)"}
-{"_id": "PG20230163", "title": "PG ISSUER PURCHASES OF EQUITY SECURITIES", "text": "(1)All transactions are reported on a trade date basis and were made in the open market with large financial institutions. This table excludes shares withheld from employees to satisfy minimum tax withholding requirements on option exercises and other equity-based transactions. The Company administers cashless exercises through an independent third party and does not repurchase stock in connection with cashless exercises."}
-{"_id": "PG20230164", "title": "PG ISSUER PURCHASES OF EQUITY SECURITIES", "text": "(2)Average price paid per share for open market transactions excludes commission."}
-{"_id": "PG20230165", "title": "PG ISSUER PURCHASES OF EQUITY SECURITIES", "text": "(3)On April 21, 2023, the Company stated that in fiscal year 2023 the Company expected to reduce outstanding shares through direct share repurchases at a value of $7.4 to $8.0 billion, notwithstanding any purchases under the Company's compensation and benefit plans. The share repurchases were authorized pursuant to a resolution issued by the Company's Board of Directors and were financed through a combination of operating cash flows and issuance of debt. The total value of the shares purchased under the share repurchase plan was $7.4 billion. The share repurchase plan ended on June 30, 2023."}
-{"_id": "PG20230166", "title": "PG ISSUER PURCHASES OF EQUITY SECURITIES", "text": "Additional information required by this item can be found in Part III, Item 12 of this Form 10-K."}
-{"_id": "PG20230171", "title": "PG Market and Dividend Information", "text": "P&G has been paying a dividend for 133 consecutive years since its incorporation in 1890 and has increased its dividend for 67 consecutive years since 1956. Over the past ten years, the dividend has increased at an annual compound average rate of 5%. Nevertheless, as in the past, further dividends will be considered after reviewing dividend yields, profitability and cash flow expectations and financing needs and will be declared at the discretion of the Company's Board of Directors. (in dollars; split-adjusted)####1956######1963######1973######1983######1993######2003######2013######2023## Dividends per share##$####0.01##$####0.02##$####0.05##$####0.14##$####0.28##$####0.82##$####2.29##$####3.68"}
-{"_id": "PG20230174", "title": "PG Common Stock Information", "text": "P&G trades on the New York Stock Exchange under the stock symbol PG. As of June 30, 2023, there were approximately five million common stock shareowners, including shareowners of record, participants in P&G stock ownership plans and beneficial owners with accounts at banks and brokerage firms."}
-{"_id": "PG20230181", "title": "PG Shareholder Return", "text": "The following graph compares the cumulative total return of P&G\u2019s common stock for the five-year period ended June 30, 2023, against the cumulative total return of the S&P 500 Stock Index (broad market comparison) and the S&P 500 Consumer Staples Index (line of business comparison). The graph and table assume $100 was invested on June 30, 2018, and that all dividends were reinvested. ##############Cumulative Value of $100 Investment, through June 30########## Company Name/Index####2018####2019####2020####2021####2022####2023 P&G##$##100##$##145##$##162##$##188##$##205##$##222 S&P 500####100####110####119####167####149####179 S&P 500 Consumer Staples####100####116####121####149####159####169"}
-{"_id": "PG20230183", "title": "PG Intentionally Omitted", "text": "Management's Discussion and Analysis of Financial Condition and Results of Operations"}
-{"_id": "PG20230185", "title": "PG Forward-Looking Statements", "text": "Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are \u201cforward-looking statements\u201d within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report, including without limitation, the following sections: \u201cManagement's Discussion and Analysis,\u201d \u201cRisk Factors\u201d and \"Notes 4, 8 and 13 to the Consolidated Financial Statements.\" These forward-looking statements generally are identified by the words \u201cbelieve,\u201d \u201cproject,\u201d \u201cexpect,\u201d \u201canticipate,\u201d \u201cestimate,\u201d \u201cintend,\u201d \u201cstrategy,\u201d \u201cfuture,\u201d \u201copportunity,\u201d \u201cplan,\u201d \u201cmay,\u201d \u201cshould,\u201d \u201cwill,\u201d \u201cwould,\u201d \u201cwill be,\u201d \u201cwill continue,\u201d \u201cwill likely result\u201d and similar expressions. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause results to differ materially from those expressed or implied in the forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, except to the extent required by law."}
-{"_id": "PG20230187", "title": "PG The Procter & Gamble Company 13", "text": "Risks and uncertainties to which our forward-looking statements are subject include, without limitation: (1) the ability to successfully manage global financial risks, including foreign currency fluctuations, currency exchange or pricing controls and localized volatility; (2) the ability to successfully manage local, regional or global economic volatility, including reduced market growth rates, and to generate sufficient income and cash flow to allow the Company to effect the expected share repurchases and dividend payments; (3) the ability to manage disruptions in credit markets or to our banking partners or changes to our credit rating; (4) the ability to maintain key manufacturing and supply arrangements (including execution of supply chain optimizations and sole supplier and sole manufacturing plant arrangements) and to manage disruption of business due to various factors, including ones outside of our control, such as natural disasters, acts of war (including the Russia-Ukraine War) or terrorism or disease outbreaks; (5) the ability to successfully manage cost fluctuations and pressures, including prices of commodities and raw materials and costs of labor, transportation, energy, pension and healthcare; (6) the ability to stay on the leading edge of innovation, obtain necessary intellectual property protections and successfully respond to changing consumer habits, evolving digital marketing and selling platform requirements and technological advances attained by, and patents granted to, competitors; (7) the ability to compete with our local and global competitors in new and existing sales channels, including by successfully responding to competitive factors such as prices, promotional incentives and trade terms for products; (8) the ability to manage and maintain key customer relationships; (9) the ability to protect our reputation and brand equity by successfully managing real or perceived issues, including concerns about safety, quality, ingredients, efficacy, packaging content, supply chain practices or similar matters that may arise; (10) the ability to successfully manage the financial, legal, reputational and operational risk associated with third-party relationships, such as our suppliers, contract manufacturers, distributors, contractors and external business partners; (11) the ability to rely on and maintain key company and third-party information and operational technology systems, networks and services and maintain the security and functionality of such systems, networks and services and the data contained therein; (12) the ability to successfully manage uncertainties related to changing political and geopolitical conditions and potential implications such as exchange rate fluctuations and market contraction; (13) the ability to successfully manage current and expanding regulatory and legal requirements and matters (including, without limitation, those laws and regulations involving product liability, product and packaging composition, intellectual property, labor and employment, antitrust, privacy and data protection, tax, the environment, due diligence, risk oversight, accounting and financial reporting) and to resolve new and pending matters within current estimates; (14) the ability to manage changes in applicable tax laws and regulations; (15) the ability to successfully manage our ongoing acquisition, divestiture and joint venture activities, in each case to achieve the Company\u2019s overall business strategy and financial objectives, without impacting the delivery of base business objectives; (16) the ability to successfully achieve productivity improvements and cost savings and manage ongoing organizational changes while successfully identifying, developing and retaining key employees, including in key growth markets where the availability of skilled or experienced employees may be limited; (17) the ability to successfully manage the demand, supply and operational challenges, as well as governmental responses or mandates, associated with a disease outbreak, including epidemics, pandemics or similar widespread public health concerns; (18) the ability to manage the uncertainties, sanctions and economic effects from the war between Russia and Ukraine; and (19) the ability to successfully achieve our ambition of reducing our greenhouse gas emissions and delivering progress towards our environmental sustainability priorities. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from those projected herein is included in the section titled \"Economic Conditions and Uncertainties\" and the section titled \"Risk Factors\" (Part I, Item 1A) of this Form 10-K."}
-{"_id": "PG20230197", "title": "PG Purpose, Approach and Non-GAAP Measures", "text": "The purpose of Management's Discussion and Analysis (MD&A) is to provide an understanding of Procter & Gamble's financial condition, results of operations and cash flows by focusing on changes in certain key measures from year to year. The MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and accompanying Notes. The MD&A is organized in the following sections: \u2022Overview \u2022Summary of 2023 Results \u2022Economic Conditions and Uncertainties \u2022Results of Operations \u2022Segment Results \u2022Cash Flow, Financial Condition and Liquidity \u2022Critical Accounting Policies and Estimates \u2022Other Information"}
-{"_id": "PG20230198", "title": "PG Purpose, Approach and Non-GAAP Measures", "text": "Throughout the MD&A we refer to measures used by management to evaluate performance, including unit volume growth, net sales, net earnings, diluted net earnings per common share (diluted EPS) and operating cash flow. We also refer to a number of financial measures that are not defined under accounting principles generally accepted in the United States of America (U.S. GAAP), consisting of organic sales growth, core earnings per share (Core EPS), adjusted free cash flow and adjusted free cash flow productivity. Organic sales growth is net sales growth excluding the impacts of acquisitions and divestitures and foreign exchange from year-over-year comparisons. Core EPS is diluted EPS excluding certain items that are not judged by management to be part of the Company's sustainable results or trends. Adjusted free cash flow is operating cash flow less"}
-{"_id": "PG20230200", "title": "PG 14 The Procter & Gamble Company", "text": "capital spending and excluding payments for the transitional tax resulting from the U.S. Tax Act. Adjusted free cash flow productivity is the ratio of adjusted free cash flow to net earnings excluding certain one-time items. We believe these measures provide our investors with additional information about our underlying results and trends as well as insight to some of the metrics used to evaluate management. The explanation at the end of the MD&A provides more details on the use and the derivation of these measures as well as reconciliations to the most directly comparable U.S. GAAP measure."}
-{"_id": "PG20230201", "title": "PG 14 The Procter & Gamble Company", "text": "Management also uses certain market share and market consumption estimates to evaluate performance relative to competition despite some limitations on the availability and comparability of share and consumption information. References to market share and consumption in the MD&A are based on a combination of vendor-purchased traditional brick-and-mortar and online data in key markets as well as internal estimates. All market share references represent the percentage of sales of our products in dollar terms on a constant currency basis relative to all product sales in the category. The Company measures quarter and fiscal year-to-date market shares through the most recent period for which market share data is available, which typically reflects a lag time of one or two months as compared to the end of the reporting period. Management also uses unit volume growth to evaluate drivers of changes in net sales. Organic volume growth reflects year-over-year changes in unit volume excluding the impacts of acquisitions, divestitures and certain one-time items, if applicable, and is used to explain changes in organic sales."}
-{"_id": "PG20230203", "title": "PG OVERVIEW", "text": "Procter & Gamble is a global leader in the fast-moving consumer goods industry, focused on providing branded consumer packaged goods of superior quality and value to our consumers around the world. Our products are sold in approximately 180 countries and territories primarily through mass merchandisers, e-commerce (including social commerce) channels, grocery stores, membership club stores, drug stores, department stores, distributors, wholesalers, specialty beauty stores (including airport duty-free stores), high-frequency stores, pharmacies, electronics stores and professional channels. We also sell direct to individual consumers. We have on-the-ground operations in approximately 70 countries."}
-{"_id": "PG20230204", "title": "PG OVERVIEW", "text": "Our market environment is highly competitive with global, regional and local competitors. In many of the markets and industry segments in which we sell our products, we compete against other branded products, as well as retailers' private-label brands. Additionally, many of the product segments in which we compete are differentiated by price tiers (referred to as super-premium, premium, mid-tier and value-tier products). We believe we are well positioned in the industry segments and markets in which we operate, often holding a leadership or significant market share position."}
-{"_id": "PG20230206", "title": "PG Organizational Structure", "text": "Our organizational structure is comprised of Sector Business Units (SBUs), Enterprise Markets (EMs), Corporate Functions (CF) and Global Business Services (GBS)."}
-{"_id": "PG20230208", "title": "PG Sector Business Units", "text": "The Company's ten product categories are organized into five SBUs and five reportable segments (under U.S. GAAP): Beauty; Grooming; Health Care; Fabric & Home Care; and Baby, Feminine & Family Care. The SBUs are responsible for global brand strategy, product upgrades and innovation, marketing plans and supply chain. They have direct profit responsibility for markets (referred to as Focus Markets) representing the large majority of the Company's sales and earnings and are also responsible for innovation plans, supply plans and operating frameworks to drive growth and value creation in the remaining markets (referred to as Enterprise Markets). Throughout the MD&A, we reference business results by region, which are comprised of North America, Europe, Greater China, Latin America, Asia Pacific and India, Middle East and Africa (IMEA)."}
-{"_id": "PG20230221", "title": "PG The Procter & Gamble Company 15", "text": "The following provides additional detail on our reportable segments and the ten product categories and brand composition within each segment. Reportable Segments##% of Net Sales (1)##% of Net Earnings (1)##Product Categories (Sub-Categories)##Major Brands Beauty##18%##21%##Hair Care (Conditioners, Shampoos, Styling Aids, Treatments)##Head & Shoulders, Herbal Essences, Pantene, Rejoice ######Skin and Personal Care (Antiperspirants and Deodorants, Personal Cleansing, Skin Care)##Olay, Old Spice, Safeguard, Secret, SK-II Grooming (2)##8%##10%##Grooming (Appliances, Female Blades & Razors, Male Blades & Razors, Pre- and Post-Shave Products, Other Grooming)##Braun, Gillette, Venus Health Care##14%##14%##Oral Care (Toothbrushes, Toothpastes, Other Oral Care)##Crest, Oral-B ######Personal Health Care (Gastrointestinal, Pain Relief, Rapid Diagnostics, Respiratory, Vitamins/Minerals/Supplements, Other Personal Health Care)##Metamucil, Neurobion, Pepto-Bismol, Vicks Fabric & Home Care##35%##32%##Fabric Care (Fabric Enhancers, Laundry Additives, Laundry Detergents)##Ariel, Downy, Gain, Tide ######Home Care (Air Care, Dish Care, P&G Professional, Surface Care)##Cascade, Dawn, Fairy, Febreze, Mr. Clean, Swiffer Baby, Feminine & Family Care##25%##23%##Baby Care (Baby Wipes, Taped Diapers and Pants)##Luvs, Pampers ######Feminine Care (Adult Incontinence, Feminine Care)##Always, Always Discreet, Tampax ######Family Care (Paper Towels, Tissues, Toilet Paper)##Bounty, Charmin, Puffs"}
-{"_id": "PG20230222", "title": "PG The Procter & Gamble Company 15", "text": "(1)Percent of Net sales and Net earnings for the fiscal year ended June 30, 2023 (excluding results held in Corporate)."}
-{"_id": "PG20230223", "title": "PG The Procter & Gamble Company 15", "text": "(2)Effective July 1, 2022, the Grooming Sector Business Unit completed the full integration of its Shave Care and Appliances categories to cohesively serve consumers' grooming needs. This transition included the integration of the management team, strategic decision-making, innovation plans, financial targets, budgets and internal management reporting."}
-{"_id": "PG20230225", "title": "PG The Procter & Gamble Company 15", "text": "Organization Design: Sector Business Units"}
-{"_id": "PG20230226", "title": "PG The Procter & Gamble Company 15", "text": "Beauty: We are a global market leader amongst the beauty categories in which we compete, including hair care and skin and personal care. We are a global market leader in the retail hair care market with nearly 20% global market share primarily behind our Pantene and Head & Shoulders brands. In skin and personal care, we offer a wide variety of products, ranging from deodorants to personal cleansing to skin care, such as our Olay brand, which is one of the top facial skin care brands in the world with nearly 5% global market share."}
-{"_id": "PG20230227", "title": "PG The Procter & Gamble Company 15", "text": "Grooming: We are the global market leader in the blades and razors market. Our global blades and razors market share is more than 60%, primarily behind our Gillette and Venus brands. Our appliances, such as electric shavers and epilators, are sold primarily under the Braun brand in a number of markets around the world where we compete against both global and regional competitors. We hold nearly 25% of the male electric shavers market and over 50% of the female epilators market."}
-{"_id": "PG20230228", "title": "PG The Procter & Gamble Company 15", "text": "Health Care: We compete in oral care and personal health care. In oral care, there are several global competitors in the market, and we have the number two market share position with nearly 20% global market share behind our Crest and Oral-B brands. In personal health care, we are a global market leader among the categories in which we compete, including respiratory treatments, digestive wellness, vitamins and analgesics behind our Vicks, Metamucil, Pepto-Bismol and Neurobion brands."}
-{"_id": "PG20230229", "title": "PG The Procter & Gamble Company 15", "text": "Fabric & Home Care: This segment is comprised of a variety of fabric care products, including laundry detergents, additives and fabric enhancers; and home care products, including dishwashing liquids and detergents, surface cleaners and air fresheners. In fabric care, we generally have the number one or number two market share position in the markets in which we compete and are the global market leader with over 35% global market share, primarily behind our Tide, Ariel and Downy brands. Our global home care market share is about 25% across the categories in which we compete, primarily behind our Cascade, Dawn, Febreze and Swiffer brands."}
-{"_id": "PG20230230", "title": "PG The Procter & Gamble Company 15", "text": "Baby, Feminine & Family Care: In baby care, we are a global market leader and compete mainly in taped diapers, pants and baby wipes, with more than 20% global market share. We have the number one or number two market share position in the markets in which we compete, primarily behind our Pampers brand. We are a global market leader in the feminine care category with over 25% global market share, primarily behind our Always and Tampax brands. We also compete in the adult incontinence category in certain markets behind Always Discreet, with over 10% market share in the key markets in which we compete. Our family care business is predominantly a North American business comprised primarily of the Bounty paper towel and Charmin toilet paper brands. North America market shares are over 40% for Bounty and over 25% for Charmin."}
-{"_id": "PG20230233", "title": "PG Enterprise Markets", "text": "Enterprise Markets are responsible for sales and profit delivery in specific countries, supported by SBU-agreed innovation and supply chain plans, along with scaled services like planning, distribution and customer management."}
-{"_id": "PG20230235", "title": "PG Corporate Functions", "text": "Corporate Functions provides company-level strategy and portfolio analysis, corporate accounting, treasury, tax, external relations, governance, human resources, information technology and legal services."}
-{"_id": "PG20230237", "title": "PG Global Business Services", "text": "Global Business Services provides scaled services in technology, process and data tools to enable the SBUs, the EMs and CF to better serve consumers and customers. The GBS organization is responsible for providing world-class services and solutions that drive value for P&G."}
-{"_id": "PG20230239", "title": "PG Strategic Focus", "text": "Procter & Gamble aspires to serve the world\u2019s consumers better than our best competitors in every category and in every country in which we compete and, as a result, deliver total shareholder return in the top one-third of our peer group. Delivering and sustaining leadership levels of shareholder value creation requires balanced top- and bottom-line growth and strong cash generation."}
-{"_id": "PG20230240", "title": "PG Strategic Focus", "text": "The Company competes in daily-use product categories where performance plays a significant role in the consumer's choice of brands, and therefore, play to P&G's strengths. Our focused portfolio of businesses consists of ten product categories where P&G has leading market positions, strong brands and consumer-meaningful product technologies."}
-{"_id": "PG20230241", "title": "PG Strategic Focus", "text": "Within these categories, our strategic choices are focused on delighting and winning with consumers. Our consumers are at the center of everything we do. We win with consumers by delivering irresistible superiority across five key vectors - product performance, packaging, brand communication, retail execution and value. Winning with consumers around the world and against our best competitors requires superior innovation. Innovation has always been, and continues to be, P&G\u2019s lifeblood. Superior products delivered with superior execution drive market growth, value creation for retailers and build share growth for P&G."}
-{"_id": "PG20230242", "title": "PG Strategic Focus", "text": "Ongoing productivity improvement is crucial to delivering our balanced top- and bottom-line growth, cash generation and value creation objectives. Productivity improvement enables investments to strengthen the superiority of our brands via product and packaging innovation, more efficient and effective supply chains, equity and awareness-building brand advertising and other programs and expansion of sales coverage and R&D programs. Productivity improvements also enable us to mitigate challenging cost environments (including periods of increasing commodity and negative foreign exchange impacts). Our objective is to drive productivity improvements across all elements of the statement of earnings and balance sheet, including cost of goods sold, marketing and promotional spending, overhead costs and capital spending."}
-{"_id": "PG20230243", "title": "PG Strategic Focus", "text": "We act with agility and are constructively disrupting our highly competitive industry and the way we do business, including how we innovate, communicate and leverage new technologies, to create more value."}
-{"_id": "PG20230244", "title": "PG Strategic Focus", "text": "We are improving operational effectiveness and organizational culture through enhanced clarity of roles and responsibilities, accountability and incentive compensation programs."}
-{"_id": "PG20230245", "title": "PG Strategic Focus", "text": "Additionally, within this strategy of superiority, productivity, constructive disruption and organization, we have declared four focus areas to strengthen our performance going forward. These are 1) leveraging environmental sustainability as an additional driver of superior performing products and packaging innovations, 2) increasing digital acumen to drive consumer and customer preference, reduce cost and enable rapid and efficient decision making, 3) developing next-level supply chain capabilities to enable flexibility, agility, resilience and a new level of productivity and 4) delivering employee value equation for all gender identities, races, ethnicities, sexual orientations, ages and abilities for all roles to ensure we continue to attract, retain and develop the best talent."}
-{"_id": "PG20230246", "title": "PG Strategic Focus", "text": "We believe this strategy is right for the long-term health of the Company and our objective of delivering total shareholder return in the top one-third of our peer group."}
-{"_id": "PG20230250", "title": "PG Strategic Focus", "text": "The Company expects the delivery of the following long-term growth algorithm will result in total shareholder returns in the top third of the competitive, fast-moving consumer goods peer group: \u2022Organic sales growth above market growth rates in the categories and geographies in which we compete; \u2022Core EPS growth of mid-to-high single digits; and \u2022Adjusted free cash flow productivity of 90% or greater."}
-{"_id": "PG20230251", "title": "PG Strategic Focus", "text": "While periods of significant macroeconomic pressures may cause short-term results to deviate from the long-term growth algorithm, we intend to maintain a disciplined approach to investing in our business."}
-{"_id": "PG20230267", "title": "PG SUMMARY OF 2023 RESULTS", "text": " Amounts in millions, except per share amounts####2023####2022##Change vs. Prior Year## Net sales##$##82,006##$##80,187##2##% Operating income####18,134####17,813##2##% Net earnings####14,738####14,793##\u2014##% Net earnings attributable to Procter & Gamble####14,653####14,742##(1)##% Diluted net earnings per common share####5.90####5.81##2##% Core earnings per share####5.90####5.81##2##% Cash flow from operating activities####16,848####16,723##1##% \u2022Net sales increased 2% to $82.0 billion versus the prior year. The net sales growth was driven by a mid-single-digit increase in Health Care, low single-digit increases in Fabric & Home Care, Baby, Feminine & Family Care and Beauty, partially offset by a low single-digit decrease in Grooming. Organic sales, which excludes the impact of acquisitions and divestitures and foreign exchange, increased 7%. Organic sales increased high single digits in Health Care and Fabric & Home Care and mid-single digits in Baby, Feminine & Family Care, Beauty and Grooming. \u2022Operating income increased $321 million, or 2%, to $18.1 billion versus year ago due to the increase in net sales, partially offset by a modest decrease in operating margin. \u2022Net earnings decreased modestly by $55 million to $14.7 billion versus year ago as the increase in operating income was more than fully offset by a higher effective tax rate. Foreign exchange impacts reduced net earnings by approximately $1.4 billion. \u2022Net earnings attributable to Procter & Gamble decreased $89 million, or 1%, to $14.7 billion versus the prior year due primarily to the decrease in net earnings. \u2022Diluted EPS increased 2% to $5.90 as the decrease in net earnings was more than offset by a reduction in shares outstanding. \u2022Cash flow from operating activities was $16.8 billion."}
-{"_id": "PG20230268", "title": "PG SUMMARY OF 2023 RESULTS", "text": "\u25e6 Adjusted free cash flow, which is operating cash flow less capital expenditures and certain other impacts, was $14.0 billion."}
-{"_id": "PG20230269", "title": "PG SUMMARY OF 2023 RESULTS", "text": "\u25e6 Adjusted free cash flow productivity, which is the ratio of adjusted free cash flow to net earnings, was 95%."}
-{"_id": "PG20230271", "title": "PG ECONOMIC CONDITIONS AND UNCERTAINTIES", "text": "We discuss expectations regarding future performance, events and outcomes, such as our business outlook and objectives, in annual and quarterly reports, press releases and other written and oral communications. All such statements, except for historical and present factual information, are \"forward-looking statements\" and are based on financial data and our business plans available only as of the time the statements are made, which may become out-of-date or incomplete. We assume no obligation to update any forward-looking statements as a result of new information, future events or other factors, except as required by law. Forward-looking statements are inherently uncertain and investors must recognize that events could be significantly different from our expectations. For more information on risk factors that could impact our results, please refer to \u201cRisk Factors\u201d in Part I, Item 1A of this Form 10-K."}
-{"_id": "PG20230272", "title": "PG ECONOMIC CONDITIONS AND UNCERTAINTIES", "text": "Global Economic Conditions. Our products are sold in numerous countries across North America, Europe, Latin America, Asia, Australia and Africa, with more than half our sales generated outside the United States. Our largest international markets are Greater China, the United Kingdom, Canada, Japan and Germany and collectively comprise more than 20% of our net sales in fiscal 2023. As such, we are exposed to and impacted by global macroeconomic factors, geopolitical tensions, U.S. and foreign government policies and foreign exchange fluctuations. We are also exposed to market risks from operating in challenging environments including unstable economic, political and social conditions, civil unrest, natural disasters, debt and credit issues and currency controls or fluctuations. These risks can reduce our net sales or erode our operating margins and consequently reduce our net earnings and cash flows."}
-{"_id": "PG20230273", "title": "PG ECONOMIC CONDITIONS AND UNCERTAINTIES", "text": "Changes in Costs. Our costs are subject to fluctuations, particularly due to changes in commodity and input material prices, transportation costs, other broader inflationary impacts and our own productivity efforts. We have significant exposures to certain commodities and input materials, in particular certain oil-derived materials like resins and paper-based materials like pulp. Volatility in the market price of these commodities and input materials has a direct impact on our costs. Disruptions in our manufacturing, supply and distribution operations due to energy shortages, natural disasters, labor or freight constraints have impacted our costs and could do so in the future. New or increased legal or regulatory requirements, along with initiatives to meet our sustainability goals, could also result in increased costs due to higher material costs and investments in facilities and equipment. We strive to implement, achieve and sustain cost improvement plans, including supply chain optimization and general overhead and workforce optimization. Increased pricing in response to certain inflationary or cost increases may also offset portions of the cost impacts; however, such price increases may impact product consumption. If we are unable to manage cost impacts through pricing actions and consistent productivity improvements, it may adversely impact our net sales, gross margin, operating margin, net earnings and cash flows."}
-{"_id": "PG20230275", "title": "PG 18 The Procter & Gamble Company", "text": "Foreign Exchange. We have significant translation and transaction exposure to the fluctuation of exchange rates. Translation exposures relate to exchange rate impacts of measuring income statements of foreign subsidiaries that do not use the U.S. dollar as their functional currency. Transaction exposures relate to 1) the impact from input costs that are denominated in a currency other than the local reporting currency and 2) the revaluation of transaction-related working capital balances denominated in currencies other than the functional currency. In the past three years, weakening of certain foreign currencies versus the U.S. dollar has resulted in significant foreign exchange impacts leading to lower net sales, net earnings and cash flows. Certain countries that recently had and are currently experiencing significant exchange rate fluctuations include Argentina, Brazil, the United Kingdom, Japan, Russia and Turkey. These fluctuations have significantly impacted our historical net sales, net earnings and cash flows and could do so in the future. Increased pricing in response to certain fluctuations in foreign currency exchange rates may offset portions of the currency impacts but could also have a negative impact on the consumption of our products, which would negatively affect our net sales, gross margin, operating margin, net earnings and cash flows."}
-{"_id": "PG20230276", "title": "PG 18 The Procter & Gamble Company", "text": "Government Policies. Our net sales, gross margin, operating margin, net earnings and cash flows could be affected by changes in U.S. or foreign government legislative, regulatory or enforcement policies. For example, our net earnings and cash flows could be affected by any future legislative or regulatory changes in U.S. or non-U.S. tax policy, including changes resulting from the current work being led by the OECD/G20 Inclusive Framework focused on \"Addressing the Challenges of the Digitalization of the Economy.\" The breadth of the OECD project extends beyond pure digital businesses and, as proposed, is likely to impact most large multinational businesses by both redefining jurisdictional taxation rights and establishing a 15% global minimum tax. Our net sales, gross margin, operating margin, net earnings and cash flows may also be impacted by changes in U.S. and foreign government policies related to environmental and climate change matters. Additionally, we attempt to carefully manage our debt, currency and other exposures in certain countries with currency exchange, import authorization and pricing controls, such as Egypt, Argentina and Pakistan. Further, our net sales, gross margin, operating margin, net earnings and cash flows could be affected by changes to international trade agreements in North America and elsewhere. Changes in government policies in the above areas might cause an increase or decrease in our net sales, gross margin, operating margin, net earnings and cash flows."}
-{"_id": "PG20230277", "title": "PG 18 The Procter & Gamble Company", "text": "Russia-Ukraine War. The war between Russia and Ukraine has negatively impacted our operations. Our Ukraine business includes two manufacturing sites and accounted for less than 1% of consolidated net sales and consolidated net earnings in the fiscal year ended June 30, 2023. Net assets of our Ukraine business accounted for less than 1% of consolidated net assets as of June 30, 2023. Our Russia business includes two manufacturing sites. Beginning in March 2022, the Company reduced its product portfolio, discontinued new capital investments and suspended media, advertising and promotional activity in Russia. The Russia business accounted for approximately 2% of consolidated net sales and consolidated net earnings in the fiscal year ended June 30, 2023. Net assets of our Russia business accounted for less than 2% of consolidated net assets as of June 30, 2023."}
-{"_id": "PG20230278", "title": "PG 18 The Procter & Gamble Company", "text": "Future impacts to the Company are difficult to predict due to the high level of uncertainty related to the war's duration, evolution and ultimate resolution. Within Ukraine, there is a possibility of physical damage and destruction of our two manufacturing facilities. We may not be able to operate our manufacturing sites and source raw materials from our suppliers or ship finished products to our customers."}
-{"_id": "PG20230279", "title": "PG 18 The Procter & Gamble Company", "text": "Within Russia, we may not be able to continue our reduced operations at current levels due to sanctions and counter-sanctions, monetary, currency or payment controls, legislative restrictions or policies, restrictions on access to financial institutions and supply and transportation challenges. Our suppliers, distributors and retail customers are also impacted by the war and their ability to successfully maintain their operations could also impact our operations or negatively impact the sales of our products."}
-{"_id": "PG20230280", "title": "PG 18 The Procter & Gamble Company", "text": "More broadly, there could be additional negative impacts to our net sales, earnings and cash flows should the situation escalate beyond its current scope, including, among other potential impacts, economic recessions in certain neighboring countries or globally due to inflationary pressures and supply chain cost increases or the geographic proximity of the war relative to the rest of Europe."}
-{"_id": "PG20230281", "title": "PG 18 The Procter & Gamble Company", "text": "For additional information on risk factors that could impact our business results, please refer to \u201cRisk Factors\u201d in Part I, Item 1A of this Form 10-K."}
-{"_id": "PG20230283", "title": "PG RESULTS OF OPERATIONS", "text": "The key metrics included in the discussion of our consolidated results of operations include net sales, gross margin, selling, general and administrative costs (SG&A), operating margin, other non-operating items, income taxes and net earnings. The primary factors driving year-over-year changes in net sales include overall market growth in the categories in which we compete, product initiatives, competitive activities (the level of initiatives, pricing and other activities by competitors), marketing spending, retail executions (both in-store and online) and acquisition and divestiture activity, all of which drive changes in our underlying unit volume, as well as our pricing actions (which can also impact volume), changes in product and geographic mix and foreign exchange impacts on sales outside the U.S."}
-{"_id": "PG20230284", "title": "PG RESULTS OF OPERATIONS", "text": "For most of our categories, our cost of products sold and SG&A are variable in nature to some extent. Accordingly, our discussion of these operating costs focuses primarily on relative margins rather than the absolute year-over-year changes in total costs. The primary drivers of changes in gross margin are input costs (energy and other commodities), pricing impacts, geographic mix (for example, gross margins in North America are generally higher than the Company average for similar products), product mix (for example, the Beauty segment has higher gross margins than the Company average), foreign"}
-{"_id": "PG20230286", "title": "PG The Procter & Gamble Company 19", "text": "exchange rate fluctuations (in situations where certain input costs may be tied to a different functional currency than the underlying sales), the impacts of manufacturing savings projects and reinvestments (for example, product or package improvements) and, to a lesser extent, scale impacts (for costs that are fixed or less variable in nature). The primary components of SG&A are marketing-related costs and non-manufacturing overhead costs. Marketing-related costs are primarily variable in nature, although we may achieve some level of scale benefit over time due to overall growth and other marketing efficiencies. While overhead costs are variable to some extent, we generally experience more scale-related impacts for these costs due to our ability to leverage our organization and systems' infrastructures to support business growth. The main drivers of changes in SG&A as a percentage of net sales are overhead and marketing cost savings, reinvestments (for example, increased advertising), inflation, foreign exchange fluctuations and scale impacts."}
-{"_id": "PG20230287", "title": "PG The Procter & Gamble Company 19", "text": "For a detailed discussion of the fiscal 2022 year-over-year changes, please refer to the MD&A in Part II, Item 7 of the Company's Form 10-K for the fiscal year ended June 30, 2022."}
-{"_id": "PG20230289", "title": "PG Net Sales", "text": "Net sales increased 2% to $82.0 billion in fiscal 2023. The increase in net sales was driven by higher pricing of 9% and a favorable mix of 1%, partially offset by unfavorable foreign exchange of 5% and a 3% decrease in unit volume versus the prior year. Favorable mix was driven by a higher proportion of sales in North America (with higher than Company-average selling prices) and decline in Europe (with lower than Company-average selling prices). Excluding the impacts of foreign exchange and acquisitions and divestitures, organic sales grew 7%."}
-{"_id": "PG20230290", "title": "PG Net Sales", "text": "Net sales increased mid-single digits in Health Care, increased low single digits in Fabric & Home Care, Baby, Feminine & Family Care and Beauty and decreased low single digits in Grooming. On a regional basis, volume decreased double digits in Europe, mid-single digits in Greater China and low single digits in Asia Pacific, IMEA and North America. Volume increased low single digits in Latin America."}
-{"_id": "PG20230298", "title": "PG Operating Costs", "text": " Comparisons as a percentage of net sales; fiscal years ended June 30##2023####2022####Basis Point Change Gross margin##47.9##%##47.4##%##50 bps Selling, general and administrative expense##25.7##%##25.2##%##50 bps Operating margin##22.1##%##22.2##%##(10) bps Earnings before income taxes##22.4##%##22.4##%##0 bps Net earnings##18.0##%##18.4##%##(40) bps Net earnings attributable to Procter & Gamble##17.9##%##18.4##%##(50) bps"}
-{"_id": "PG20230301", "title": "PG Operating Costs", "text": "Gross margin increased 50 basis points to 47.9% of net sales. The increase in gross margin was due to: \u2022a 430 basis-point increase from higher pricing and \u2022a 150 basis-point increase from manufacturing productivity savings."}
-{"_id": "PG20230307", "title": "PG These increases were partially offset by", "text": " \u2022320 basis points of increased commodity and input material costs, \u2022a 110 basis-point decline from unfavorable mix due to the launch and growth of premium products (which have lower than Company-average gross margins) and the disproportionate decline of the super-premium SK-II brand, \u2022a 50 basis-point decline from unfavorable foreign exchange impacts, \u202230 basis points due to capacity start-up costs and other manufacturing impacts and \u202220 basis points of product and packaging investments."}
-{"_id": "PG20230311", "title": "PG These increases were partially offset by", "text": "Total SG&A increased 4% to $21.1 billion due primarily to an increase in overhead costs and other net operating costs. SG&A as a percentage of net sales increased 50 basis points to 25.7% due to an increase in overhead and other net operating costs as a percentage of net sales, partially offset by a decrease in marketing spending as a percentage of net sales. \u2022Marketing spending as a percentage of net sales decreased 40 basis points due to the positive scale impacts of the net sales increase and increased productivity savings, partially offset by increased media reinvestments. \u2022Overhead costs as a percentage of net sales increased 40 basis points due to wage inflation and other cost increases, partially offset by the positive scale impacts of the net sales increase and productivity savings. \u2022Other net operating expenses as a percentage of net sales increased 60 basis points due primarily to higher foreign exchange transactional charges."}
-{"_id": "PG20230312", "title": "PG These increases were partially offset by", "text": "Productivity-driven cost savings delivered 90 basis points of benefit to SG&A as a percentage of net sales."}
-{"_id": "PG20230313", "title": "PG These increases were partially offset by", "text": "Operating margin decreased 10 basis points to 22.1% as the increase in gross margin was more than fully offset by the increase in SG&A as a percentage of net sales as discussed above."}
-{"_id": "PG20230318", "title": "PG Non-Operating Items", "text": " \u2022Interest expense was $756 million, an increase of $317 million versus the prior year due to higher interest rates and an increase in short-term debt in the current year. \u2022Interest income was $307 million, an increase of $256 million versus the prior year due to higher interest rates. \u2022Other non-operating income increased $98 million to $668 million due primarily to a prior year unrealized loss on equity investments and a current year gain on divestiture of minor brands."}
-{"_id": "PG20230323", "title": "PG Income Taxes", "text": "The effective tax rate increased 190 basis points versus the prior year period to 19.7% due to: \u2022a 100 basis-point increase from lower excess tax benefits of share-based compensation, \u2022a 50 basis-point increase from discrete impacts related to uncertain tax positions and \u2022a 40 basis-point increase primarily from lower current year deductions for foreign-derived intangible income versus prior year."}
-{"_id": "PG20230325", "title": "PG Net Earnings", "text": "Operating income increased $321 million, or 2%, to $18.1 billion due to the increase in net sales, partially offset by a modest decrease in operating margin, both of which are discussed above."}
-{"_id": "PG20230326", "title": "PG Net Earnings", "text": "Earnings before income taxes increased $358 million, or 2%, to $18.4 billion due primarily to the increase in operating income. Net earnings declined modestly by $55 million to $14.7 billion due to the increase in earnings before income taxes, more than fully offset by the increase in the effective income tax rate discussed above. Foreign exchange impacts reduced net earnings by approximately $1.4 billion due to a weakening of certain currencies against the U.S. dollar. This impact includes both transactional charges and translational impacts from converting earnings from foreign subsidiaries to U.S. dollars."}
-{"_id": "PG20230327", "title": "PG Net Earnings", "text": "Net earnings attributable to Procter & Gamble decreased $89 million, or 1%, to $14.7 billion."}
-{"_id": "PG20230328", "title": "PG Net Earnings", "text": "Diluted EPS increased $0.09, or 2%, to $5.90 as the decrease in net earnings was more than fully offset by a reduction in shares outstanding."}
-{"_id": "PG20230338", "title": "PG SEGMENT RESULTS", "text": "Segment results reflect information on the same basis we use for internal management reporting and performance evaluation. The results of these reportable segments do not include certain non-business unit specific costs which are reported in our Corporate segment and are included as part of our Corporate segment discussion. Additionally, we apply blended statutory tax rates in the segments. Eliminations to adjust segment results to arrive at our consolidated effective tax rate are included in Corporate. See Note 2 to the Consolidated Financial Statements for additional information on items included in the Corporate segment. ##############Net Sales Change Drivers 2023 vs. 2022 (1)############## ##Volume with Acquisitions & Divestitures####Volume Excluding Acquisitions & Divestitures####Foreign Exchange####Price####Mix####Other (2)####Net Sales Growth## Beauty##(1)##%##(2)##%##(5)##%##8##%##(1)##%##1##%##2##% Grooming##(3)##%##(3)##%##(7)##%##9##%##(2)##%##\u2014##%##(3)##% Health Care##(1)##%##(1)##%##(4)##%##5##%##4##%##\u2014##%##4##% Fabric & Home Care##(4)##%##(4)##%##(5)##%##11##%##1##%##\u2014##%##3##% Baby, Feminine & Family Care##(3)##%##(3)##%##(4)##%##8##%##1##%##\u2014##%##2##% TOTAL COMPANY##(3)##%##(3)##%##(5)##%##9##%##1##%##\u2014##%##2##%"}
-{"_id": "PG20230339", "title": "PG SEGMENT RESULTS", "text": "(1)Net sales percentage changes are approximations based on quantitative formulas that are consistently applied."}
-{"_id": "PG20230340", "title": "PG SEGMENT RESULTS", "text": "(2)Other includes the sales mix impact from acquisitions and divestitures and rounding impacts necessary to reconcile volume to net sales."}
-{"_id": "PG20230346", "title": "PG BEAUTY", "text": " ($ millions)##2023##2022##Change vs. 2022 Volume##N/A##N/A##(1)% Net sales##$15,008##$14,740##2% Net earnings##$3,178##$3,160##1% % of net sales##21.2%##21.4%##(20) bps"}
-{"_id": "PG20230347", "title": "PG BEAUTY", "text": "Beauty net sales increased 2% to $15.0 billion as the positive impacts of higher pricing of 8% and benefit from acquisitions of 1% were partially offset by unfavorable foreign exchange of 5%, unfavorable mix of 1% (due primarily to the decline of the super-premium SK-II brand, which has higher than segment-average selling prices) and a 1% decrease in unit volume."}
-{"_id": "PG20230351", "title": "PG The Procter & Gamble Company 21", "text": "Excluding the impact of acquisitions and divestitures and foreign exchange, organic sales increased 6%. Global market share of the Beauty segment increased 0.3 points. \u2022Hair Care net sales increased low single digits. Positive impacts of higher pricing (driven by all regions) and benefit from acquisitions were partially offset by the negative impacts of unfavorable foreign exchange and a decrease in unit volume. Mix had a neutral impact on net sales. The volume decrease was driven primarily by declines in Europe (due to portfolio reduction in Russia and increased pricing), Greater China (due to market contraction and pandemic-related disruptions) and Asia Pacific (due to increased pricing). Organic sales increased high single digits driven by 20% growth in Latin America and double-digit growth in Europe and North America, partially offset by a mid-single-digit decline in Greater China. Global market share of the hair care category decreased more than half a point. \u2022Skin and Personal Care net sales increased low single digits. Positive impacts of higher pricing (across all regions), a unit volume increase and a benefit from acquisitions were partially offset by the negative impacts from unfavorable mix (due primarily to the decline of the super-premium SK-II brand) and unfavorable foreign exchange. The volume increase was driven primarily by growth in North America, Latin America and Greater China (all due to innovation), partially offset by a decline in Asia Pacific (due to the decline of the super-premium SK-II brand in the travel retail channel). Organic sales increased mid-single digits as more than 20% increases in Latin America and Europe and a double-digit increase in North America were partially offset by a double-digit decrease in Asia Pacific. Global market share of the skin and personal care category increased nearly a point."}
-{"_id": "PG20230352", "title": "PG The Procter & Gamble Company 21", "text": "Net earnings increased 1% to $3.2 billion due to the increase in net sales, partially offset by a 20 basis-point decrease in net earnings margin. Net earnings margin decreased due to a reduction in gross margin, partially offset by a reduction in SG&A as a percentage of net sales. The gross margin reduction was driven by negative product mix (due to the decline of the super-premium SK-II brand), increased commodity costs and unfavorable foreign exchange, partially offset by increased pricing. SG&A as a percentage of net sales decreased primarily due to a decrease in marketing spending."}
-{"_id": "PG20230358", "title": "PG GROOMING", "text": " ($ millions)##2023##2022##Change vs. 2022 Volume##N/A##N/A##(3)% Net sales##$6,419##$6,587##(3)% Net earnings##$1,461##$1,490##(2)% % of net sales##22.8%##22.6%##20 bps"}
-{"_id": "PG20230359", "title": "PG GROOMING", "text": "Grooming net sales decreased 3% to $6.4 billion driven by unfavorable foreign exchange of 7%, a 3% decrease in unit volume and unfavorable mix of 2% (due to decline of appliances, which have higher than segment-average selling prices), partially offset by higher pricing of 9% (driven by all regions). The volume decrease was primarily driven by decreases in Europe (due to portfolio reduction in Russia and increased pricing) and North America (due to market contraction and increased pricing). Excluding the impact of acquisitions and divestitures and foreign exchange, organic sales increased 5% driven by growth in all regions led by a more than 20% growth in Latin America and a double-digit growth in Asia Pacific. Global market share of the Grooming segment increased 1 point."}
-{"_id": "PG20230360", "title": "PG GROOMING", "text": "Net earnings decreased 2% to $1.5 billion due to the decrease in net sales, partially offset by a 20 basis-point increase in net earnings margin. Net earnings margin increased as a decrease in gross margin was more than fully offset by a decrease in SG&A as a percentage of net sales. The gross margin decrease was driven by unfavorable product mix (due to a disproportionate decline of higher gross margin appliances such as premium shavers), commodity cost increases and unfavorable foreign exchange, partially offset by higher pricing and productivity savings. SG&A as a percentage of net sales decreased due primarily to a decrease in marketing spending."}
-{"_id": "PG20230366", "title": "PG HEALTH CARE", "text": " ($ millions)##2023##2022##Change vs. 2022 Volume##N/A##N/A##(1)% Net sales##$11,226##$10,824##4% Net earnings##$2,125##$2,006##6% % of net sales##18.9%##18.5%##40 bps"}
-{"_id": "PG20230367", "title": "PG HEALTH CARE", "text": "Health Care net sales increased 4% to $11.2 billion driven by higher pricing of 5% and favorable mix of 4% (due to growth in North America and the Personal Health Care category, both of which have higher than segment-average selling prices), partially offset by unfavorable foreign exchange of 4% and a 1% decrease in unit volume. Excluding the impact of foreign exchange and acquisitions and divestitures, organic sales increased 8%. Global market share of the Health Care segment decreased 0.2 points."}
-{"_id": "PG20230370", "title": "PG 22 The Procter & Gamble Company", "text": " \u2022Oral Care net sales decreased low single digits. Negative impacts of unfavorable foreign exchange and a unit volume decrease were partially offset by increased pricing (driven primarily by North America and Europe) and favorable premium product mix. Volume decline was primarily driven by Europe (due to portfolio reduction in Russia and increased pricing), North America (due to increased pricing) and Greater China (due to market contraction, especially in the power brush market). Organic sales increased low single digits driven by a more than 20% growth in Latin America and a low single-digit growth in North America. Global market share of the oral care category was unchanged. \u2022Personal Health Care net sales increased double digits. Positive impacts of favorable mix (due to the disproportionate growth of North America and respiratory products, both of which have higher than category-average selling prices), higher pricing (driven primarily by North America, Europe and Latin America) and a unit volume increase were partially offset by unfavorable foreign exchange. Volume increase was primarily driven by growth in North America (due to innovation and a stronger respiratory season) and Latin America, partially offset by a decline in IMEA (versus a prior year impacted by pandemic-related consumption increases in certain markets). Organic sales increased mid-teens driven by a high teens increase in North America, a mid-teens increase in Europe and a low teens increase in Latin America. Global market share of the personal health care category was unchanged."}
-{"_id": "PG20230371", "title": "PG 22 The Procter & Gamble Company", "text": "Net earnings increased 6% to $2.1 billion due to the increase in net sales and a 40 basis-point increase in net earnings margin. Net earnings margin increased as a decrease in gross margin was more than fully offset by a decrease in SG&A as a percentage of net sales. The decrease in gross margin was driven by unfavorable product mix (due to the growth of products such as manual brushes, which have lower gross margins) and increased commodity and input material costs, partially offset by increased pricing. SG&A as a percentage of net sales decreased due to the positive scale impacts of the net sales increase and lower marketing spending, partially offset by increased overhead spending."}
-{"_id": "PG20230377", "title": "PG FABRIC & HOME CARE", "text": " ($ millions)##2023##2022##Change vs. 2022 Volume##N/A##N/A##(4)% Net sales##$28,371##$27,556##3% Net earnings##$4,828##$4,386##10% % of net sales##17.0%##15.9%##110 bps"}
-{"_id": "PG20230380", "title": "PG FABRIC & HOME CARE", "text": "Fabric & Home Care net sales increased 3% to $28.4 billion driven by higher pricing of 11% and favorable mix of 1% (due to a disproportionate volume decline in Europe, which has lower than segment-average selling prices), partially offset by unfavorable foreign exchange of 5% and a 4% decrease in unit volume. Excluding the impact of foreign exchange and acquisitions and divestitures, organic sales increased 8%. Global market share of the Fabric & Home Care segment was unchanged. \u2022Fabric Care net sales increased low single digits. Positive impacts of higher pricing (driven by all regions) and favorable geographic mix (due to decline in Europe, which has lower than category-average selling prices) were partially offset by unfavorable foreign exchange and a decrease in unit volume. The volume decrease was primarily driven by declines in Europe (due to increased pricing and portfolio reduction in Russia), North America (due to increased pricing and market contraction) and Greater China (due to portfolio reductions and market contraction). Organic sales increased high single digits driven by more than 20% increases in Latin America and IMEA, high single-digit increases in Asia Pacific and Europe and a low single-digit increase in North America. Global market share of the fabric care category decreased nearly a point. \u2022Home Care net sales increased mid-single digits. Positive impacts of higher pricing (driven primarily by Europe and North America) and favorable product mix were partially offset by unfavorable foreign exchange and a decrease in unit volume. The volume decrease was driven by declines in Europe (due to market contraction and increased pricing) and North America (due to market contraction). Organic sales increased high single digits driven by a mid-teens growth in Europe and a high single-digit growth in North America. Global market share of the home care category increased more than a point."}
-{"_id": "PG20230381", "title": "PG FABRIC & HOME CARE", "text": "Net earnings increased 10% to $4.8 billion due to the increase in net sales and a 110 basis-point increase in net earnings margin. Net earnings margin increased due to an increase in gross margin, partially offset by an increase in SG&A as a percentage of net sales. The gross margin increase was driven by increased pricing, partially offset by an increase in commodity and input material costs, unfavorable foreign exchange and unfavorable product mix. SG&A as a percentage of net sales increased due to an increase in media spending, partially offset by the positive scale effects of the net sales increase."}
-{"_id": "PG20230388", "title": "PG BABY, FEMININE & FAMILY CARE", "text": " ($ millions)##2023##2022##Change vs. 2022 Volume##N/A##N/A##(3)% Net sales##$20,217##$19,736##2% Net earnings##$3,545##$3,266##9% % of net sales##17.5%##16.5%##100 bps"}
-{"_id": "PG20230392", "title": "PG BABY, FEMININE & FAMILY CARE", "text": "Baby, Feminine & Family Care net sales increased 2% to $20.2 billion as the positive impacts of higher pricing of 8% and favorable mix of 1% (due to a higher proportion of sales in North America, which has higher than segment-average selling prices) were partially offset by unfavorable foreign exchange of 4% and a 3% decrease in unit volume. Excluding the impact of foreign exchange and acquisitions and divestitures, organic sales increased 6%. Global market share of the Baby, Feminine & Family Care segment was unchanged. \u2022Baby Care net sales decreased low single digits. Negative impacts of a decrease in unit volume and unfavorable foreign exchange were partially offset by higher pricing (across all regions) and favorable product and geographic mix (due to a higher proportion of sales in North America). The volume decrease was driven primarily by declines in Europe (due to increased pricing and portfolio reduction in Russia), North America (due to increased pricing) and Greater China. Organic sales increased mid-single digits driven by a more than 30% growth in Latin America, high single-digit growth in IMEA and mid-single-digit growth in North America and Europe, partially offset by a double-digit decline in Greater China. Global market share of the baby care category was unchanged. \u2022Feminine Care net sales increased mid-single digits. Positive impacts of higher pricing (driven by all regions) and favorable product and geographic mix (due to a decline in Europe, which has lower than category-average selling prices) were partially offset by unfavorable foreign exchange and a decrease in unit volume. The volume decrease was driven primarily by declines in Europe (due to portfolio reduction in Russia and increased pricing) and IMEA (due to increased pricing). Organic sales increased double digits driven by growth in all regions led by a mid-teens increase in Europe and a double-digit increase in North America. Market share of the feminine care category increased nearly half a point. \u2022Net sales in Family Care, which is predominantly a North American business, increased low single digits driven by higher pricing. Unit volume had a neutral impact on net sales. Organic sales increased mid-single digits. North America's share of the family care category decreased nearly half a point."}
-{"_id": "PG20230393", "title": "PG BABY, FEMININE & FAMILY CARE", "text": "Net earnings increased 9% to $3.5 billion due to the increase in net sales and a 100 basis-point increase in net earnings margin. Net earnings margin increased primarily due to an increase in gross margin and a modest decrease in SG&A as a percentage of net sales. Gross margin increased due to increased pricing, partially offset by an increase in commodity and input material costs. SG&A as a percentage of net sales decreased due to the positive scale effects of the net sales increase partially offset by an increase in other operating expense."}
-{"_id": "PG20230397", "title": "PG CORPORATE", "text": " ($ millions)##2023##2022##Change vs. 2022 Net sales##$765##$744##3% Net earnings/(loss)##$(399)##$485##N/A"}
-{"_id": "PG20230398", "title": "PG CORPORATE", "text": "Corporate includes certain operating and non-operating activities not allocated to specific business segments. These include but are not limited to incidental businesses managed at the corporate level, gains and losses related to certain divested brands or businesses, impacts from various financing and investing activities, impacts related to employee benefits, asset impairments and restructuring activities including manufacturing and workforce optimization. Corporate also includes reconciling items to adjust the accounting policies used within the reportable segments to U.S. GAAP. The most notable ongoing reconciling item is income taxes, which adjusts the blended statutory rates that are reflected in the reportable segments to the overall Company effective tax rate."}
-{"_id": "PG20230399", "title": "PG CORPORATE", "text": "Corporate net sales increased 3% to $765 million due to an increase in net sales of the incidental businesses managed at the corporate level. Corporate net earnings decreased $884 million to a loss of $399 million primarily due to higher interest expense, lower excess tax benefits of share-based compensation and higher foreign exchange transactional charges, partially offset by the increase in net sales of the incidental businesses and higher interest income."}
-{"_id": "PG20230401", "title": "PG Restructuring Program to Deliver Productivity and Cost Savings", "text": "The Company has historically had an ongoing restructuring program with annual spending in the range of $250 to $500 million. Savings generated from the Company's restructuring program are difficult to estimate, given the nature of the activities, the timing of the execution and the degree of reinvestment. In fiscal 2023, the Company incurred before tax restructuring costs within the range of our historical annual ongoing level of $250 to $500 million."}
-{"_id": "PG20230403", "title": "PG 24 The Procter & Gamble Company", "text": "Restructuring accruals of $174 million as of June 30, 2023, are classified as current liabilities. Approximately 87% of the restructuring charges incurred in fiscal 2023 either have been or will be settled with cash. Consistent with our policies for ongoing restructuring-type activities, the resulting charges are funded by and included within Corporate for segment reporting."}
-{"_id": "PG20230404", "title": "PG 24 The Procter & Gamble Company", "text": "In addition to our restructuring programs, we have additional ongoing savings efforts in our supply chain, marketing and overhead areas that yield additional benefits to our operating margins."}
-{"_id": "PG20230406", "title": "PG CASH FLOW, FINANCIAL CONDITION AND LIQUIDITY", "text": "We believe our financial condition continues to be of high quality, as evidenced by our ability to generate substantial cash from operations and to readily access capital markets at competitive rates."}
-{"_id": "PG20230407", "title": "PG CASH FLOW, FINANCIAL CONDITION AND LIQUIDITY", "text": "Operating cash flow provides the primary source of cash to fund operating needs and capital expenditures. Excess operating cash is used first to fund shareholder dividends. Other discretionary uses include share repurchases and acquisitions to complement our portfolio of businesses, brands and geographies. As necessary, we may supplement operating cash flow with debt to fund these activities. The overall cash position of the Company reflects our strong business results and a global cash management strategy that takes into account liquidity management, economic factors and tax considerations."}
-{"_id": "PG20230414", "title": "PG Cash Flow Analysis", "text": " ($ millions)####2023######2022## Net cash provided by operating activities##$##16,848####$##16,723## Net cash used in investing activities####(3,500)######(4,424)## Net cash used in financing activities####(12,146)######(14,876)## Adjusted Free Cash Flow####14,011######13,792## Adjusted Free Cash Flow Productivity####95##%####93##%"}
-{"_id": "PG20230420", "title": "PG Operating Cash Flow", "text": "Operating cash flow was $16.8 billion in 2023, a 1% increase versus the prior year. Net earnings, adjusted for non-cash items (depreciation and amortization, share-based compensation, deferred income taxes and gain on sale of assets) generated approximately $17.5 billion of operating cash flow. Working capital and other impacts used $656 million of operating cash flow as summarized below. \u2022An increase in Accounts receivable used $307 million of cash primarily due to sales growth. The number of days sales outstanding increased approximately 1 day versus prior year. \u2022Higher inventory used $119 million of cash due to increased safety stock levels to strengthen supply chain sufficiency. Inventory days on hand was flat versus year ago. \u2022Accounts payable and Accrued and other liabilities provided $313 million of cash, primarily driven by increases in taxes payable and accrued compensation expense, partially offset by a reduction in trade payables. The reduction in trade payables was due to lower supply chain payables from a decrease in commodity and transportation costs, partially offset by the impact of extended payment terms with suppliers (see Extended Payment Terms and Supply Chain Financing below). Days payable outstanding decreased approximately 3 days versus prior year. \u2022Other net operating assets and liabilities used $543 million of cash primarily driven by pension-related contributions."}
-{"_id": "PG20230421", "title": "PG Operating Cash Flow", "text": "Adjusted Free Cash Flow. We view adjusted free cash flow as an important non-GAAP measure because it is a factor impacting the amount of cash available for dividends, share repurchases, acquisitions and other discretionary investments. It is defined as operating cash flow less capital expenditures and excluding payments for the transitional tax resulting from the U.S. Tax Act. Adjusted free cash flow is one of the measures used to evaluate senior management and determine their at-risk compensation."}
-{"_id": "PG20230422", "title": "PG Operating Cash Flow", "text": "Adjusted free cash flow was $14.0 billion in 2023, an increase of 2% versus the prior year. The increase was primarily driven by the increase in operating cash flows as discussed above. Adjusted free cash flow productivity, defined as the ratio of adjusted free cash flow to net earnings, was 95% in 2023."}
-{"_id": "PG20230423", "title": "PG Operating Cash Flow", "text": "Extended Payment Terms and Supply Chain Financing. Beginning in fiscal 2014, in response to evolving market practices, the Company began a program to negotiate extended payment terms with its suppliers. At the same time, the Company initiated a Supply Chain Finance program (the \"SCF\") with a number of global financial institutions (the \"SCF Banks\"). Under the SCF, qualifying suppliers may elect to sell their receivables from the Company to an SCF Bank. These participating suppliers negotiate their receivables sales arrangements directly with the respective SCF Bank. While the Company is not party to those agreements, the SCF Banks allow the participating suppliers to utilize the Company\u2019s creditworthiness in establishing credit spreads and associated costs. This generally provides the suppliers with more favorable terms than they would be able to secure on their own. The Company has no economic interest in a supplier\u2019s decision to sell a receivable. Once a qualifying supplier elects to participate in the SCF and reaches an agreement with an SCF Bank, they elect which individual Company invoices they sell to the SCF bank. However, all the Company\u2019s payments to participating suppliers are paid to the SCF Bank on the invoice due date, regardless of whether the individual invoice is sold by the supplier to the SCF Bank. The SCF Bank pays the supplier on the invoice due date for any invoices that were not previously sold to the SCF Bank under the SCF."}
-{"_id": "PG20230425", "title": "PG The Procter & Gamble Company 25", "text": "The terms of the Company\u2019s payment obligation are not impacted by a supplier\u2019s participation in the SCF. Our payment terms with our suppliers for similar services and materials within individual markets are consistent between suppliers that elect to participate in the SCF and those that do not participate. Accordingly, our average days outstanding are not significantly impacted by the portion of suppliers or related input costs that are included in the SCF. In addition, the SCF is available to both material suppliers, where the underlying costs are largely included in Cost of goods sold, and to service suppliers, where the underlying costs are largely included in SG&A. As of June 30, 2023, approximately 3% of our global suppliers have elected to participate in the SCF. Payments to those suppliers during fiscal year 2023 were approximately $18 billion, which equals approximately 29% of our total Cost of goods sold and SG&A for the year. For participating suppliers, we believe substantially all of their receivables with the Company are sold to the SCF Banks. Accordingly, we would expect that at each balance sheet date, a similar proportion of amounts originally due to suppliers would instead be payable to SCF Banks. All outstanding amounts related to suppliers participating in the SCF are recorded within Accounts payable in our Consolidated Balance Sheets, and the associated payments are included in operating activities within our Consolidated Statements of Cash Flows. As of June 30, 2023 and 2022, the amounts due to suppliers participating in the SCF and included in Accounts payable were approximately $6 billion."}
-{"_id": "PG20230426", "title": "PG The Procter & Gamble Company 25", "text": "Although difficult to project due to market and other dynamics, we anticipate incremental cash flow benefits from the extended payment terms with suppliers could increase at a slower rate in fiscal 2024. Future changes in our suppliers\u2019 financing policies or economic developments, such as changes in interest rates, general market liquidity or the Company\u2019s credit-worthiness relative to participating suppliers, could impact suppliers\u2019 participation in the SCF and/or our ability to negotiate extended payment terms with our suppliers. However, any such impacts are difficult to predict."}
-{"_id": "PG20230428", "title": "PG Investing Cash Flow", "text": "Net investing activities used $3.5 billion of cash in 2023, primarily due to capital spending and acquisitions."}
-{"_id": "PG20230429", "title": "PG Investing Cash Flow", "text": "Capital Spending. Capital expenditures, primarily to support capacity expansion, innovation and cost efficiencies, were $3.1 billion in 2023. Capital spending as a percentage of net sales decreased 20 basis points to 3.7% in 2023."}
-{"_id": "PG20230430", "title": "PG Investing Cash Flow", "text": "Acquisitions. Acquisition activity used cash of $765 million in 2023, primarily related to a Beauty acquisition."}
-{"_id": "PG20230432", "title": "PG Financing Cash Flow", "text": "Net financing activities consumed $12.1 billion of cash in 2023, mainly due to dividends to shareholders and treasury stock purchases, partially offset by a net debt increase and the impact of stock options and other."}
-{"_id": "PG20230433", "title": "PG Financing Cash Flow", "text": "Dividend Payments. Our first discretionary use of cash is dividend payments. Dividends per common share increased 4% to $3.6806 per share in 2023. Total dividend payments to common and preferred shareholders were $9.0 billion in 2023. In April 2023, the Board of Directors declared a 3% increase in our quarterly dividend from $0.9133 to $0.9407 per share on Common Stock and Series A and B Employee Stock Ownership Plan (ESOP) Convertible Class A Preferred Stock. This is the 67th consecutive year that our dividend has increased. We have paid a dividend for 133 consecutive years, every year since our incorporation in 1890."}
-{"_id": "PG20230434", "title": "PG Financing Cash Flow", "text": "Long-Term and Short-Term Debt. We maintain debt levels we consider appropriate after evaluating a number of factors, including cash flow expectations, cash requirements for ongoing operations, investment and financing plans (including acquisitions and share repurchase activities) and the overall cost of capital. Total debt was $34.6 billion as of June 30, 2023. We generated $2.9 billion from net debt issuances in short-term debt and long-term debt markets."}
-{"_id": "PG20230435", "title": "PG Financing Cash Flow", "text": "Treasury Purchases. Total share repurchases were $7.4 billion in 2023."}
-{"_id": "PG20230436", "title": "PG Financing Cash Flow", "text": "Impact of Stock Options and Other. The exercise of stock options and other financing activities generated $1.3 billion of cash in 2023."}
-{"_id": "PG20230438", "title": "PG Liquidity", "text": "At June 30, 2023, our current liabilities exceeded current assets by $13.1 billion, largely due to short-term borrowings under our commercial paper program. We anticipate being able to support our short-term liquidity and operating needs largely through cash generated from operations. The Company regularly assesses its cash needs and the available sources to fund these needs. As of June 30, 2023, the Company had $5.1 billion of cash and cash equivalents related to foreign subsidiaries, primarily in various European and Asian countries. We did not have material cash and cash equivalents related to any country subject to exchange controls that significantly restrict our ability to access or repatriate the funds. Under current law, we do not expect restrictions or taxes on repatriation of cash held outside of the U.S. to have a material effect on our overall liquidity, financial condition or the results of operations for the foreseeable future."}
-{"_id": "PG20230439", "title": "PG Liquidity", "text": "We utilize short- and long-term debt to fund discretionary items, such as acquisitions and share repurchases. We have strong short- and long-term debt ratings, which have enabled and should continue to enable us to refinance our debt as it becomes due at favorable rates in commercial paper and bond markets. In addition, we have agreements with a diverse group of financial institutions that, if needed, should provide sufficient funding to meet short-term financing requirements."}
-{"_id": "PG20230440", "title": "PG Liquidity", "text": "On June 30, 2023, our short-term credit ratings were P-1 (Moody's) and A-1+ (Standard & Poor's), while our long-term credit ratings were Aa3 (Moody's) and AA- (Standard & Poor's), all with a stable outlook."}
-{"_id": "PG20230441", "title": "PG Liquidity", "text": "We maintain bank credit facilities to support our ongoing commercial paper program. The current facility is an $8.0 billion facility split between a $3.2 billion five-year facility and a $4.8 billion 364-day facility, which expire in November 2027 and"}
-{"_id": "PG20230443", "title": "PG 26 The Procter & Gamble Company", "text": "November 2023, respectively. Both facilities can be extended for certain periods of time as specified in the terms of the credit agreement. These facilities are currently undrawn and we anticipate that they will remain undrawn. These credit facilities do not have cross-default or ratings triggers, nor do they have material adverse events clauses, except at the time of signing. In addition to these credit facilities, we have an automatically effective registration statement on Form S-3 filed with the SEC that is available for registered offerings of short- or long-term debt securities. For additional details on debt, see Note 10 to the Consolidated Financial Statements."}
-{"_id": "PG20230445", "title": "PG Guarantees and Other Off-Balance Sheet Arrangements", "text": "We do not have guarantees or other off-balance sheet financing arrangements, including variable interest entities, which we believe could have a material impact on our financial condition or liquidity."}
-{"_id": "PG20230457", "title": "PG Contractual Commitments", "text": "The following table provides information on the amount and payable date of our contractual commitments as of June 30, 2023. ($ millions)####Total####Less Than 1 Year####1-3 Years####3-5 Years####After 5 Years RECORDED LIABILITIES#################### Total debt##$##35,248##$##10,316##$##5,328##$##5,899##$##13,705 Leases####911####222####322####171####196 U.S. Tax Act transitional charge (1)####1,575####421####1,154####\u2014####\u2014 OTHER#################### Interest payments relating to long-term debt####5,727####713####1,245####946####2,823 Minimum pension funding (2)####591####192####399####\u2014####\u2014 Purchase obligations (3)####2,989####1,169####976####482####362 TOTAL CONTRACTUAL COMMITMENTS##$##47,041##$##13,033##$##9,424##$##7,498##$##17,086"}
-{"_id": "PG20230458", "title": "PG Contractual Commitments", "text": "(1)Represents the U.S. federal tax liability associated with the repatriation provisions of the U.S. Tax Act."}
-{"_id": "PG20230459", "title": "PG Contractual Commitments", "text": "(2)Represents future pension payments to comply with local funding requirements. These future pension payments assume the Company continues to meet its future statutory funding requirements. Considering the current economic environment in which the Company operates, the Company believes its cash flows are adequate to meet the future statutory funding requirements. The projected payments beyond fiscal year 2026 are not currently determinable."}
-{"_id": "PG20230460", "title": "PG Contractual Commitments", "text": "(3)Primarily reflects future contractual payments under various take-or-pay arrangements entered into as part of the normal course of business. Commitments made under take-or-pay obligations represent minimum commitments with suppliers and are in line with expected usage. This includes service contracts for information technology, human resources management and facilities management activities that have been outsourced. While the amounts listed represent contractual obligations, we do not believe it is likely that the full contractual amount would be paid if the underlying contracts were canceled prior to maturity. In such cases, we generally are able to negotiate new contracts or cancellation penalties, resulting in a reduced payment. The amounts do not include other contractual purchase obligations that are not take-or-pay arrangements. Such contractual purchase obligations are primarily purchase orders at fair value that are part of normal operations and are reflected in historical operating cash flow trends. We do not believe such purchase obligations will adversely affect our liquidity position."}
-{"_id": "PG20230462", "title": "PG CRITICAL ACCOUNTING POLICIES AND ESTIMATES", "text": "In preparing our financial statements in accordance with U.S. GAAP, there are certain accounting policies that may require a choice between acceptable accounting methods or may require substantial judgment or estimation in their application. These include revenue recognition, income taxes, certain employee benefits and goodwill and intangible assets. We believe these accounting policies, and others set forth in Note 1 to the Consolidated Financial Statements, should be reviewed as they are integral to understanding the results of operations and financial condition of the Company."}
-{"_id": "PG20230463", "title": "PG CRITICAL ACCOUNTING POLICIES AND ESTIMATES", "text": "The Company has discussed the selection of critical accounting policies and the effect of estimates with the Audit Committee of the Company's Board of Directors."}
-{"_id": "PG20230465", "title": "PG Revenue Recognition", "text": "Our revenue is primarily generated from the sale of finished product to customers. Those sales predominantly contain a single performance obligation and revenue is recognized at a single point in time when ownership, risks and rewards transfer, which can be on the date of shipment or the date of receipt by the customer. Trade promotions, consisting primarily of customer pricing allowances, in-store merchandising funds, advertising and other promotional activities and consumer coupons, are offered through various programs to customers and consumers. Sales are recorded net of trade promotion spending, which is recognized as incurred at the time of the sale. Amounts accrued for trade promotions at the end of a period require estimation, based on contractual terms, sales volumes and historical utilization and redemption rates. The actual amounts paid may be different from such estimates. These differences, which have historically not been significant, are recognized as a change in management estimate in a subsequent period."}
-{"_id": "PG20230467", "title": "PG Income Taxes", "text": "Our annual tax rate is determined based on our income, statutory tax rates and the tax impacts of items treated differently for tax purposes than for financial reporting purposes. Also inherent in determining our annual tax rate are judgements and"}
-{"_id": "PG20230469", "title": "PG The Procter & Gamble Company 27", "text": "assumptions regarding the recoverability of certain deferred tax balances, primarily net operating loss and other carryforwards, and our ability to uphold certain tax positions."}
-{"_id": "PG20230470", "title": "PG The Procter & Gamble Company 27", "text": "Realization of net operating losses and other carryforwards is dependent upon generating sufficient taxable income in the appropriate jurisdiction prior to the expiration of the carryforward periods, which involves business plans, planning opportunities and expectations about future outcomes. Although realization is not assured, management believes it is more likely than not that our deferred tax assets, net of valuation allowances, will be realized."}
-{"_id": "PG20230471", "title": "PG The Procter & Gamble Company 27", "text": "We operate in multiple jurisdictions with complex tax policy and regulatory environments. In certain of these jurisdictions, we may take tax positions that management believes are supportable but are potentially subject to successful challenge by the applicable taxing authority. These interpretational differences with the respective governmental taxing authorities can be impacted by the local economic and fiscal environment."}
-{"_id": "PG20230472", "title": "PG The Procter & Gamble Company 27", "text": "A core operating principle is that our tax structure is based on our business operating model, such that profits are earned in line with the business substance and functions of the various legal entities in the jurisdictions where those functions are performed. However, because of the complexity of transfer pricing concepts, we may have income tax uncertainty related to the determination of intercompany transfer prices for our various cross-border transactions. We have obtained and continue to prioritize the strategy of seeking advance rulings with tax authorities to reduce this uncertainty. We estimate that our current portfolio of advance rulings reduces this uncertainty with respect to over 70% of our global earnings. We evaluate our tax positions and establish liabilities in accordance with the applicable accounting guidance on uncertainty in income taxes. We review these tax uncertainties considering changing facts and circumstances, such as the progress of tax audits, and adjust them accordingly. We have several audits in process in various jurisdictions. Although the resolution of these tax positions is uncertain, based on currently available information, we believe that the ultimate outcomes will not have a material adverse effect on our financial position, results of operations or cash flows."}
-{"_id": "PG20230473", "title": "PG The Procter & Gamble Company 27", "text": "Because there are several estimates and assumptions inherent in calculating the various components of our tax provision, certain future events such as changes in tax legislation, geographic mix of earnings, completion of tax audits or earnings repatriation plans could have an impact on those estimates and our effective tax rate. See Note 5 to the Consolidated Financial Statements for additional details on the Company's income taxes."}
-{"_id": "PG20230475", "title": "PG Employee Benefits", "text": "We sponsor various postretirement benefits throughout the world. These include pension plans, both defined contribution plans and defined benefit plans, and other postretirement benefit (OPRB) plans consisting primarily of health care and life insurance for retirees. For accounting purposes, the defined benefit pension and OPRB plans require assumptions to estimate the net projected and accumulated benefit obligations, including the following variables: discount rate; expected salary increases; certain employee-related factors, such as turnover, retirement age and mortality; expected return on assets; and health care cost trend rates. These and other assumptions affect the annual expense and net obligations recognized for the underlying plans. Our assumptions reflect our historical experiences and management's best judgment regarding future expectations. As permitted by U.S. GAAP, the net amount by which actual results differ from our assumptions is deferred. If this net deferred amount exceeds 10% of the greater of plan assets or liabilities, a portion of the deferred amount is included in expense for the following year. The cost or benefit of plan changes, such as increasing or decreasing benefits for prior employee service (prior service cost), is deferred and included in expense on a straight-line basis over the average remaining service period of the employees expected to receive benefits."}
-{"_id": "PG20230476", "title": "PG Employee Benefits", "text": "The expected return on plan assets assumption impacts our defined benefit expense since many of our defined benefit pension plans and our primary OPRB plan are partially funded. The process for setting the expected rates of return is described in Note 8 to the Consolidated Financial Statements. For 2023, the average return on assets assumptions for pension plan assets and OPRB assets was 5.9% and 8.4%, respectively. A change in the rate of return of 100 basis points for both pension and OPRB assets would impact annual after-tax benefit/expense by approximately $135 million."}
-{"_id": "PG20230477", "title": "PG Employee Benefits", "text": "Since pension and OPRB liabilities are measured on a discounted basis, the discount rate impacts our plan obligations and expenses. Discount rates used for our U.S. defined benefit pension and OPRB plans are based on a yield curve constructed from a portfolio of high-quality bonds for which the timing and amount of cash outflows approximate the estimated payouts of the plan. For our international plans, the discount rates are set by benchmarking against investment grade corporate bonds rated AA or better. The average discount rate on the defined benefit pension plans of 4.2% represents a weighted average of local rates in countries where such plans exist. A 100 basis-point change in the discount rate would impact annual after-tax benefit expense by approximately $130 million. The average discount rate on the OPRB plan of 5.6% reflects the higher interest rates generally applicable in the U.S., which is where most of the plan participants receive benefits. A 100 basis-point change in the discount rate would impact annual after-tax OPRB expense by approximately $30 million. See Note 8 to the Consolidated Financial Statements for additional details on our defined benefit pension and OPRB plans."}
-{"_id": "PG20230479", "title": "PG Goodwill and Intangible Assets", "text": "Significant judgment is required to estimate the fair value of our goodwill reporting units and intangible assets. Accordingly, we typically obtain the assistance of third-party valuation specialists for significant goodwill reporting units and intangible assets. Determining the useful life of an intangible asset also requires judgment. Certain brand intangible assets are expected to have indefinite lives based on their history and our plans to continue to support and build the acquired brands. Other acquired intangible assets (e.g., certain brands, customer relationships, patents and technologies) are expected to have determinable"}
-{"_id": "PG20230481", "title": "PG 28 The Procter & Gamble Company", "text": "useful lives. Our assessment as to brands that have an indefinite life and those that have a determinable life is based on a number of factors including competitive environment, market share, brand history, underlying product life cycles, operating plans and the macroeconomic environment of the countries in which the brands are sold. Determinable-lived intangible assets are amortized to expense over their estimated lives. An impairment assessment for determinable-lived intangibles is only required when an event or change in circumstances indicates that the carrying amount of the asset may not be recoverable."}
-{"_id": "PG20230482", "title": "PG 28 The Procter & Gamble Company", "text": "Goodwill and indefinite-lived intangible assets are not amortized but are tested at least annually for impairment. We use the income method to estimate the fair value of these assets, which is based on forecasts of the expected future cash flows attributable to the respective assets. If the resulting fair value is less than the asset's carrying value, that difference represents an impairment. Our annual impairment testing for goodwill and indefinite-lived intangible assets occurs during the three months ended December 31."}
-{"_id": "PG20230483", "title": "PG 28 The Procter & Gamble Company", "text": "Most of our goodwill reporting units have fair value cushions that significantly exceed their underlying carrying values. In connection with the Grooming operating segment integration as described further in Note 2, we concluded that the Shave Care and Appliances categories now operate as one reporting unit for goodwill impairment testing. Based on our annual impairment testing during the three months ended December 31, 2022, our Grooming reporting unit goodwill has a fair value cushion of over 30%. As of June 30, 2023, the carrying value of the Grooming reporting unit goodwill was $12.7 billion."}
-{"_id": "PG20230484", "title": "PG 28 The Procter & Gamble Company", "text": "Most of our indefinite-lived intangible assets have fair value cushions that significantly exceed their underlying carrying value. Based on our annual impairment testing during the three months ended December 31, 2022, the Gillette indefinite-lived intangible asset's fair value exceeded its carrying value by approximately 5%. As of June 30, 2023, the carrying value of the Gillette indefinite-lived intangible asset was $14.1 billion. While we have concluded that no triggering event has occurred during the fiscal year ended June 30, 2023, the Gillette indefinite-lived intangible asset is most susceptible to future impairment risk. Adverse changes in the business or in the macroeconomic environment, including foreign currency devaluation, increasing global inflation, market contraction from an economic recession and the Russia-Ukraine War, could reduce the underlying cash flows used to estimate the fair value of the Gillette indefinite-lived intangible asset and trigger a future impairment charge. Further reduction of the Gillette business activities in Russia could reduce the estimated fair value by up to 5%."}
-{"_id": "PG20230485", "title": "PG 28 The Procter & Gamble Company", "text": "The most significant assumptions utilized in the determination of the estimated fair value of the Gillette indefinite-lived intangible asset are the net sales growth rates (including residual growth rates), discount rate and royalty rates."}
-{"_id": "PG20230486", "title": "PG 28 The Procter & Gamble Company", "text": "Net sales growth rates could be negatively impacted by reductions or changes in demand for our Gillette products, which may be caused by, among other things: changes in the use and frequency of grooming products, shifts in demand away from one or more of our higher priced products to lower priced products or potential supply chain constraints. In addition, relative global and country/regional macroeconomic factors, including the Russia-Ukraine War, could result in additional and prolonged devaluation of other countries\u2019 currencies relative to the U.S. dollar. The residual growth rates represent the expected rate at which the Gillette brand is expected to grow beyond the shorter-term business planning period. The residual growth rates utilized in our fair value estimates are consistent with the brand operating plans and approximates expected long-term category market growth rates. The residual growth rates depend on overall market growth rates, the competitive environment, inflation, relative currency exchange rates and business activities that impact market share. As a result, the residual growth rates could be adversely impacted by a sustained deceleration in category growth, grooming habit changes, devaluation of currencies against the U.S. dollar or an increased competitive environment."}
-{"_id": "PG20230487", "title": "PG 28 The Procter & Gamble Company", "text": "The discount rate, which is consistent with a weighted average cost of capital that is likely to be expected by a market participant, is based upon industry required rates of return, including consideration of both debt and equity components of the capital structure. Our discount rate may be impacted by adverse changes in the macroeconomic environment, volatility in the equity and debt markets or other country specific factors, such as further devaluation of currencies against the U.S. dollar. Spot rates as of the fair value measurement date are utilized in our fair value estimates for cash flows outside the U.S."}
-{"_id": "PG20230488", "title": "PG 28 The Procter & Gamble Company", "text": "The royalty rates are driven by historical and estimated future profitability of the underlying Gillette business. The royalty rate may be impacted by significant adverse changes in long-term operating margins."}
-{"_id": "PG20230492", "title": "PG 28 The Procter & Gamble Company", "text": "We performed a sensitivity analysis for the Gillette indefinite-lived intangible asset as part of our annual impairment testing during the three months ended December 31, 2022, utilizing reasonably possible changes in the assumptions for the discount rate, the short-term and residual growth rates and the royalty rates to demonstrate the potential impacts to the estimated fair values. The table below provides, in isolation, the estimated fair value impacts related to a 25 basis-point increase in the discount rate, a 25 basis-point decrease in our shorter-term and residual growth rates, or a 50 basis-point decrease in our royalty rates, which may result in an impairment of the Gillette indefinite-lived intangible asset. ####Approximate Percent Change in Estimated Fair Value## ##+25 bps Discount Rate##-25 bps Growth Rate##-50 bps Royalty Rate Gillette indefinite-lived intangible asset##(6)%##(6)%##(4)%"}
-{"_id": "PG20230493", "title": "PG 28 The Procter & Gamble Company", "text": "See Note 4 to the Consolidated Financial Statements for additional discussion on goodwill and intangible assets."}
-{"_id": "PG20230496", "title": "PG New Accounting Pronouncements", "text": "Refer to Note 1 to the Consolidated Financial Statements for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of June 30, 2023."}
-{"_id": "PG20230499", "title": "PG Hedging and Derivative Financial Instruments", "text": "As a multinational company with diverse product offerings, we are exposed to market risks, such as changes in interest rates, currency exchange rates and commodity prices. We evaluate exposures on a centralized basis to take advantage of natural exposure correlation and netting. We leverage the Company's diversified portfolio of exposures as a natural hedge and prioritize operational hedging activities over financial market instruments. To the extent we choose to further manage volatility within our financing operations, as discussed below, we enter into various financial transactions which we account for using the applicable accounting guidance for derivative instruments and hedging activities. These financial transactions are governed by our policies covering acceptable counterparty exposure, instrument types and other hedging practices. See Note 9 to the Consolidated Financial Statements for a discussion of our accounting policies for derivative instruments."}
-{"_id": "PG20230500", "title": "PG Hedging and Derivative Financial Instruments", "text": "Derivative positions are monitored using techniques including market valuation, sensitivity analysis and value-at-risk modeling. The tests for interest rate, currency rate and commodity derivative positions discussed below are based on the RiskManagerTM value-at-risk model using a one-year horizon and a 95% confidence level. The model incorporates the impact of correlation (the degree to which exposures move together over time) and diversification (from holding multiple currency, commodity and interest rate instruments) and assumes that financial returns are normally distributed. Estimates of volatility and correlations of market factors are drawn from the RiskMetricsTM dataset as of June 30, 2023. In cases where data is unavailable in RiskMetricsTM, a reasonable proxy is included."}
-{"_id": "PG20230501", "title": "PG Hedging and Derivative Financial Instruments", "text": "Our market risk exposures relative to interest rates, currency rates and commodity prices, as discussed below, have not changed materially versus the previous reporting period. In addition, we are not aware of any facts or circumstances that would significantly impact such exposures in the near term."}
-{"_id": "PG20230502", "title": "PG Hedging and Derivative Financial Instruments", "text": "Interest Rate Exposure on Financial Instruments. Interest rate swaps are used to manage exposures to interest rates on underlying debt obligations. Certain interest rate swaps denominated in foreign currencies are designated to hedge exposures to currency exchange rate movements on our investments in foreign operations. These currency interest rate swaps are designated as hedges of the Company's foreign net investments."}
-{"_id": "PG20230503", "title": "PG Hedging and Derivative Financial Instruments", "text": "Based on our interest rate exposure as of and during the fiscal year ended June 30, 2023, including derivative and other instruments sensitive to interest rates, we believe a near-term change in interest rates, at a 95% confidence level based on historical interest rate movements, would not materially affect our financial statements."}
-{"_id": "PG20230504", "title": "PG Hedging and Derivative Financial Instruments", "text": "Currency Rate Exposure on Financial Instruments. Because we manufacture and sell products and finance operations in a number of countries throughout the world, we are exposed to the impact on revenue and expenses of movements in currency exchange rates. Corporate policy prescribes the range of allowable hedging activity. To manage the exchange rate risk associated with the financing of our operations, we primarily use forward contracts and currency swaps with maturities of less than 18 months."}
-{"_id": "PG20230505", "title": "PG Hedging and Derivative Financial Instruments", "text": "Based on our currency rate exposure on derivative and other instruments as of and during the fiscal year ended June 30, 2023, we believe, at a 95% confidence level based on historical currency rate movements, the impact on such instruments of a near-term change in currency rates would not materially affect our financial statements."}
-{"_id": "PG20230506", "title": "PG Hedging and Derivative Financial Instruments", "text": "Commodity Price Exposure on Financial Instruments. We use raw materials that are subject to price volatility caused by weather, supply conditions, political and economic variables and other unpredictable factors. We may use futures, options and swap contracts to manage the volatility related to the above exposures. During the fiscal years ended June 30, 2023 and 2022, we did not have any financial commodity hedging activity."}
-{"_id": "PG20230508", "title": "PG Measures Not Defined By U.S. GAAP", "text": "In accordance with the SEC's Regulation S-K Item 10(e), the following provides definitions of the non-GAAP measures and the reconciliation to the most closely related GAAP measure. We believe that these measures provide useful perspective on underlying business trends (i.e., trends excluding non-recurring or unusual items) and results and provide a supplemental measure of year-on-year results. The non-GAAP measures described below are used by management in making operating decisions, allocating financial resources and for business strategy purposes. These measures may be useful to investors, as they provide supplemental information about business performance and provide investors a view of our business results through the eyes of management. These measures are also used to evaluate senior management and are a factor in determining their at-risk compensation. These non-GAAP measures are not intended to be considered by the user in place of the related GAAP measures but rather as supplemental information to our business results. These non-GAAP measures may not be the same as similar measures used by other companies due to possible differences in method and in the items or events being adjusted. These measures include:"}
-{"_id": "PG20230509", "title": "PG Measures Not Defined By U.S. GAAP", "text": "Organic Sales Growth. Organic sales growth is a non-GAAP measure of sales growth excluding the impacts of acquisitions, divestitures and foreign exchange from year-over-year comparisons. We believe this measure provides investors with a"}
-{"_id": "PG20230511", "title": "PG 30 The Procter & Gamble Company", "text": "supplemental understanding of underlying sales trends by providing sales growth on a consistent basis. This measure is used in assessing the achievement of management goals for at-risk compensation."}
-{"_id": "PG20230519", "title": "PG 30 The Procter & Gamble Company", "text": "The following tables provide a numerical reconciliation of organic sales growth to reported net sales growth: Fiscal year ended June 30, 2023##Net Sales Growth####Foreign Exchange Impact####Acquisition & Divestiture  Impact/Other (1)####Organic Sales Growth## Beauty##2##%##5##%##(1)##%##6##% Grooming##(3)##%##7##%##1##%##5##% Health Care##4##%##4##%##\u2014##%##8##% Fabric & Home Care##3##%##5##%##\u2014##%##8##% Baby, Feminine & Family Care##2##%##4##%##\u2014##%##6##% TOTAL COMPANY##2##%##5##%##\u2014##%##7##%"}
-{"_id": "PG20230520", "title": "PG 30 The Procter & Gamble Company", "text": "(1)Acquisition & Divestiture Impact/Other includes the volume and mix impact of acquisitions and divestitures and rounding impacts necessary to reconcile net sales to organic sales."}
-{"_id": "PG20230521", "title": "PG 30 The Procter & Gamble Company", "text": "Adjusted Free Cash Flow. Adjusted free cash flow is defined as operating cash flow less capital spending and excluding payments for the transitional tax resulting from the U.S. Tax Act. Adjusted free cash flow represents the cash that the Company is able to generate after taking into account planned maintenance and asset expansion. We view adjusted free cash flow as an important measure because it is one factor used in determining the amount of cash available for dividends, share repurchases, acquisitions and other discretionary investments."}
-{"_id": "PG20230525", "title": "PG 30 The Procter & Gamble Company", "text": "The following table provides a numerical reconciliation of adjusted free cash flow ($ millions): ####Operating Cash Flow####Capital Spending####Adjustments to Operating Cash Flow (1)####Adjusted Free Cash Flow 2023##$##16,848##$##(3,062)##$##225##$##14,011 2022##$##16,723##$##(3,156)##$##225##$##13,792"}
-{"_id": "PG20230526", "title": "PG 30 The Procter & Gamble Company", "text": "(1)Adjustments to Operating Cash Flow include transitional tax payments resulting from the U.S. Tax Act of $225 in 2023 and 2022."}
-{"_id": "PG20230527", "title": "PG 30 The Procter & Gamble Company", "text": "Adjusted Free Cash Flow Productivity. Adjusted free cash flow productivity is defined as the ratio of adjusted free cash flow to net earnings. We view adjusted free cash flow productivity as a useful measure to help investors understand P&G\u2019s ability to generate cash. Adjusted free cash flow productivity is used by management in making operating decisions, in allocating financial resources and for budget planning purposes. This measure is used in assessing the achievement of management goals for at-risk compensation."}
-{"_id": "PG20230531", "title": "PG 30 The Procter & Gamble Company", "text": "The following table provides a numerical reconciliation of adjusted free cash flow productivity ($ millions): ####Adjusted Free Cash Flow####Net Earnings##Adjusted Free Cash Flow Productivity## 2023##$##14,011##$##14,738##95##% 2022##$##13,792##$##14,793##93##%"}
-{"_id": "PG20230532", "title": "PG 30 The Procter & Gamble Company", "text": "Core EPS. Core EPS is a measure of the Company's diluted EPS excluding items that are not judged by management to be part of the Company's sustainable results or trends. Management views this non-GAAP measure as a useful supplemental measure of Company performance over time. This measure is also used in assessing the achievement of management goals for at-risk compensation. For the fiscal years ended June 30, 2023 and 2022, there were no adjustments to or reconciling items for diluted EPS."}
-{"_id": "PG20230534", "title": "PG Quantitative and Qualitative Disclosures About Market Risk", "text": "The information required by this item is incorporated by reference to the section entitled Other Information in the MD&A and Note 9 to the Consolidated Financial Statements."}
-{"_id": "PG20230538", "title": "PG MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING", "text": "Management is responsible for establishing and maintaining adequate internal control over financial reporting of The Procter & Gamble Company (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America."}
-{"_id": "PG20230539", "title": "PG MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING", "text": "Strong internal controls is an objective that is reinforced through our Worldwide Business Conduct Manual, which sets forth our commitment to conduct business with integrity, and within both the letter and the spirit of the law. Our people are deeply committed to our Purpose, Values and Principles, which unite us in doing what\u2019s right. Our system of internal controls includes written policies and procedures, segregation of duties and the careful selection and development of employees. Additional key elements of our internal control structure include our Global Leadership Council, which is actively involved in oversight of the business strategies, initiatives, results and controls, our Disclosure Committee, which is responsible for evaluating disclosure implications of significant business activities and events, our Board of Directors, which provides strong and effective corporate governance, and our Audit Committee, which reviews critical accounting policies and estimates, financial reporting and internal control matters."}
-{"_id": "PG20230540", "title": "PG MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING", "text": "Global Internal Audit performs audits of internal controls over financial reporting as well as broader financial, operational and compliance audits around the world, provides training and continually improves our internal control processes. The Company\u2019s internal control over financial reporting also includes a robust Control Self-Assessment Program that is conducted annually on critical financial reporting areas of the Company. Management takes the appropriate action to correct any identified control deficiencies."}
-{"_id": "PG20230541", "title": "PG MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING", "text": "Because of its inherent limitations, any system of internal control over financial reporting, no matter how well designed, may not prevent or detect misstatements due to the possibility that a control can be circumvented or overridden or that misstatements due to error or fraud may occur that are not detected. Also, because of changes in conditions, internal control effectiveness may vary over time."}
-{"_id": "PG20230542", "title": "PG MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING", "text": "Management assessed the effectiveness of the Company's internal control over financial reporting as of June 30, 2023, using criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and concluded that the Company maintained effective internal control over financial reporting as of June 30, 2023, based on these criteria."}
-{"_id": "PG20230543", "title": "PG MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING", "text": "Deloitte & Touche LLP, an independent registered public accounting firm, has audited the effectiveness of the Company's internal control over financial reporting as of June 30, 2023, as stated in their report which is included herein."}
-{"_id": "PG20230553", "title": "PG REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM", "text": "To the shareholders and the Board of Directors of The Procter & Gamble Company"}
-{"_id": "PG20230555", "title": "PG Opinion on the Financial Statements", "text": "We have audited the accompanying Consolidated Balance Sheets of The Procter & Gamble Company and subsidiaries (the \"Company\") as of June 30, 2023 and 2022, the related Consolidated Statements of Earnings, Comprehensive Income, Shareholders\u2019 Equity and Cash Flows, for each of the three years in the period ended June 30, 2023, and the related notes (collectively referred to as the \"financial statements\"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2023, in conformity with accounting principles generally accepted in the United States of America."}
-{"_id": "PG20230556", "title": "PG Opinion on the Financial Statements", "text": "We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2023, based on criteria established in Internal Control \u2014 Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 4, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting."}
-{"_id": "PG20230558", "title": "PG Basis for Opinion", "text": "These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "PG20230559", "title": "PG Basis for Opinion", "text": "We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion."}
-{"_id": "PG20230561", "title": "PG Critical Audit Matter", "text": "The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates."}
-{"_id": "PG20230562", "title": "PG Critical Audit Matter", "text": "Intangible Assets \u2014 Gillette Indefinite Lived Intangible Asset \u2014 Refer to Notes 1 and 4 to the financial statements"}
-{"_id": "PG20230564", "title": "PG Critical Audit Matter Description", "text": "The Company\u2019s evaluation of the Gillette indefinite lived intangible asset (the \"Gillette Brand\") for impairment involves the comparison of the fair value to its carrying value. The Company estimates fair value using the income method, which is based on the present value of estimated future cash flows attributable to the respective asset. This requires management to make significant estimates and assumptions related to forecasts of future net sales and earnings, including growth rates beyond a 10-year time period, royalty rates, and discount rate. Changes in the assumptions could have a significant impact on either the fair value, the amount of any impairment charge, or both. The Company performed their annual impairment assessment of the Gillette Brand as of December 31, 2022. Because the estimated fair value exceeds the carrying value, no impairment was recorded. As of June 30, 2023, the carrying value of the Gillette Brand was $14.1 billion."}
-{"_id": "PG20230565", "title": "PG Critical Audit Matter Description", "text": "We identified the Company\u2019s impairment evaluation of the Gillette Brand as a critical audit matter because of the significant judgments made by management to estimate the fair value of the indefinite lived intangible asset. A high degree of auditor judgment and an increased extent of effort was required when performing audit procedures to evaluate the reasonableness of management\u2019s estimates and assumptions related to the forecasts of future net sales and earnings as well as the selection of royalty rates and discount rate, including the need to involve our fair value specialists."}
-{"_id": "PG20230569", "title": "PG How the Critical Audit Matter Was Addressed in the Audit", "text": "Our audit procedures related to forecasts of future net sales and earnings and the selection of the royalty rates and discount rate for the Gillette Brand included the following, among others: \u2022We tested the effectiveness of controls over the Gillette Brand, including those over the determination of fair value, such as controls related to management\u2019s development of forecasts of future net sales and earnings, and the selection of royalty rates and discount rate. \u2022We evaluated management\u2019s ability to accurately forecast net sales and earnings by comparing actual results to management\u2019s historical forecasts."}
-{"_id": "PG20230578", "title": "PG The Procter & Gamble Company 33", "text": " \u2022We evaluated the reasonableness of management\u2019s forecast of net sales and earnings by comparing the forecasts to: \u2022Historical net sales and earnings. \u2022Underlying analysis detailing business strategies and growth plans. \u2022Internal communications to management and the Board of Directors. \u2022Forecasted information included in analyst and industry reports for the Company and certain of its peer companies. \u2022With the assistance of our fair value specialists, we evaluated the net sales and earnings growth rates, royalty rates, and discount rate by: \u2022Testing the source information underlying the determination of net sales and earnings growth rates, royalty rates, and discount rate and the mathematical accuracy of the calculations. \u2022Developing a range of independent estimates for the discount rate and comparing the discount rate selected by management to that range."}
-{"_id": "PG20230582", "title": "PG August 4, 2023", "text": "We have served as the Company\u2019s auditor since 1890."}
-{"_id": "PG20230585", "title": "PG REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM", "text": "To the shareholders and the Board of Directors of The Procter & Gamble Company"}
-{"_id": "PG20230587", "title": "PG Opinion on Internal Control over Financial Reporting", "text": "We have audited the internal control over financial reporting of The Procter & Gamble Company and subsidiaries (the \"Company\") as of June 30, 2023, based on criteria established in Internal Control \u2014 Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2023, based on criteria established in Internal Control \u2014 Integrated Framework (2013) issued by COSO."}
-{"_id": "PG20230588", "title": "PG Opinion on Internal Control over Financial Reporting", "text": "We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended June 30, 2023, of the Company and our report dated August 4, 2023, expressed an unqualified opinion on those financial statements."}
-{"_id": "PG20230590", "title": "PG Basis for Opinion", "text": "The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management\u2019s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company\u2019s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "PG20230591", "title": "PG Basis for Opinion", "text": "We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion."}
-{"_id": "PG20230593", "title": "PG Definition and Limitations of Internal Control over Financial Reporting", "text": "A company\u2019s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company\u2019s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company\u2019s assets that could have a material effect on the financial statements."}
-{"_id": "PG20230594", "title": "PG Definition and Limitations of Internal Control over Financial Reporting", "text": "Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate."}
-{"_id": "PG20230615", "title": "PG Consolidated Statements of Earnings", "text": " Amounts in millions except per share amounts; fiscal years ended June 30####2023####2022####2021 NET SALES##$##82,006##$##80,187##$##76,118 Cost of products sold####42,760####42,157####37,108 Selling, general and administrative expense####21,112####20,217####21,024 OPERATING INCOME####18,134####17,813####17,986 Interest expense####(756)####(439)####(502) Interest income####307####51####45 Other non-operating income, net####668####570####86 EARNINGS BEFORE INCOME TAXES####18,353####17,995####17,615 Income taxes####3,615####3,202####3,263 NET EARNINGS####14,738####14,793####14,352 Less: Net earnings attributable to noncontrolling interests####85####51####46 NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE##$##14,653##$##14,742##$##14,306 NET EARNINGS PER COMMON SHARE (1)############ Basic##$##6.07##$##6.00##$##5.69 Diluted##$##5.90##$##5.81##$##5.50"}
-{"_id": "PG20230616", "title": "PG Consolidated Statements of Earnings", "text": "(1)Basic net earnings per common share and Diluted net earnings per common share are calculated on Net earnings attributable to Procter & Gamble."}
-{"_id": "PG20230627", "title": "PG Consolidated Statements of Comprehensive Income", "text": " Amounts in millions; fiscal years ended June 30####2023####2022####2021 NET EARNINGS##$##14,738##$##14,793##$##14,352 OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX############ Foreign currency translation (net of tax (benefit)/expense of $(197), $515 and $(266), respectively)####(71)####(1,450)####1,023 Unrealized gains/(losses) on investment securities (net of tax (benefit)/expense of $(2), $1 and $5, respectively)####(7)####5####16 Unrealized gains on defined benefit postretirement plans (net of tax expense of $9, $1,022 and $445, respectively)####40####2,992####1,386 TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX####(38)####1,547####2,425 TOTAL COMPREHENSIVE INCOME####14,700####16,340####16,777 Less: Comprehensive income attributable to noncontrolling interests####78####43####50 TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO PROCTER & GAMBLE##$##14,622##$##16,297##$##16,727"}
-{"_id": "PG20230628", "title": "PG Consolidated Statements of Comprehensive Income", "text": "See accompanying Notes to Consolidated Financial Statements."}
-{"_id": "PG20230669", "title": "PG Consolidated Balance Sheets", "text": " Amounts in millions except stated values; as of June 30####2023####2022 Assets######## CURRENT ASSETS######## Cash and cash equivalents##$##8,246##$##7,214 Accounts receivable####5,471####5,143 INVENTORIES######## Materials and supplies####1,863####2,168 Work in process####956####856 Finished goods####4,254####3,900 Total inventories####7,073####6,924 Prepaid expenses and other current assets####1,858####2,372 TOTAL CURRENT ASSETS####22,648####21,653 PROPERTY, PLANT AND EQUIPMENT, NET####21,909####21,195 GOODWILL####40,659####39,700 TRADEMARKS AND OTHER INTANGIBLE ASSETS, NET####23,783####23,679 OTHER NONCURRENT ASSETS####11,830####10,981 TOTAL ASSETS##$##120,829##$##117,208 Liabilities and Shareholders' Equity######## CURRENT LIABILITIES######## Accounts payable##$##14,598##$##14,882 Accrued and other liabilities####10,929####9,554 Debt due within one year####10,229####8,645 TOTAL CURRENT LIABILITIES####35,756####33,081 LONG-TERM DEBT####24,378####22,848 DEFERRED INCOME TAXES####6,478####6,809 OTHER NONCURRENT LIABILITIES####7,152####7,616 TOTAL LIABILITIES####73,764####70,354 SHAREHOLDERS' EQUITY######## Convertible Class A preferred stock, stated value $1 per share (600 shares authorized)####819####843 Non-Voting Class B preferred stock, stated value $1 per share (200 shares authorized)####\u2014####\u2014 Common stock, stated value $1 per share (10,000 shares authorized; shares issued: 2023 - 4,009.2, 2022 - 4,009.2)####4,009####4,009 Additional paid-in capital####66,556####65,795 Reserve for ESOP debt retirement####(821)####(916) Accumulated other comprehensive loss####(12,220)####(12,189) Treasury stock (shares held: 2023 - 1,647.1; 2022 - 1,615.4)####(129,736)####(123,382) Retained earnings####118,170####112,429 Noncontrolling interest####288####265 TOTAL SHAREHOLDERS' EQUITY####47,065####46,854 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY##$##120,829##$##117,208"}
-{"_id": "PG20230670", "title": "PG Consolidated Balance Sheets", "text": "See accompanying Notes to Consolidated Financial Statements."}
-{"_id": "PG20230708", "title": "PG Consolidated Statements of Shareholders' Equity", "text": " Dollars in millions except per share amounts; shares in thousands####Common Stock## ##Shares####Amount BALANCE JUNE 30, 2020##2,479,746####$4,009 Net earnings###### Other comprehensive income/(loss)###### Dividends and dividend equivalents ($3.2419 per share):###### Common###### Preferred###### Treasury stock purchases##(81,343)#### Employee stock plans##28,001#### Preferred stock conversions##3,302#### ESOP debt impacts###### Noncontrolling interest, net###### BALANCE JUNE 30, 2021##2,429,706####$4,009 Net earnings###### Other comprehensive income/(loss)###### Dividends and dividend equivalents ($3.5227 per share):###### Common###### Preferred###### Treasury stock purchases##(67,088)#### Employee stock plans##28,042#### Preferred stock conversions##3,217#### ESOP debt impacts###### Noncontrolling interest, net###### BALANCE JUNE 30, 2022##2,393,877####$4,009 Net earnings###### Other comprehensive income/(loss)###### Dividends and dividend equivalents ($3.6806 per share):###### Common###### Preferred###### Treasury stock purchases##(52,021)#### Employee stock plans##17,424#### Preferred stock conversions##2,840#### ESOP debt impacts###### Noncontrolling interest, net###### BALANCE JUNE 30, 2023##2,362,120####$4,009"}
-{"_id": "PG20230709", "title": "PG Consolidated Statements of Shareholders' Equity", "text": "See accompanying Notes to Consolidated Financial Statements."}
-{"_id": "PG20230748", "title": "PG Consolidated Statements of Cash Flows", "text": " Amounts in millions; fiscal years ended June 30####2023####2022####2021 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR##$##7,214##$##10,288##$##16,181 OPERATING ACTIVITIES############ Net earnings####14,738####14,793####14,352 Depreciation and amortization####2,714####2,807####2,735 Loss on early extinguishment of debt####\u2014####\u2014####512 Share-based compensation expense####545####528####540 Deferred income taxes####(453)####(402)####(258) Loss/(gain) on sale of assets####(40)####(85)####(16) Change in accounts receivable####(307)####(694)####(342) Change in inventories####(119)####(1,247)####(309) Change in accounts payable and accrued and other liabilities####313####1,429####1,391 Change in other operating assets and liabilities####(1,107)####(635)####(369) Other####564####229####135 TOTAL OPERATING ACTIVITIES####16,848####16,723####18,371 INVESTING ACTIVITIES############ Capital expenditures####(3,062)####(3,156)####(2,787) Proceeds from asset sales####46####110####42 Acquisitions, net of cash acquired####(765)####(1,381)####(34) Other investing activity####281####3####(55) TOTAL INVESTING ACTIVITIES####(3,500)####(4,424)####(2,834) FINANCING ACTIVITIES############ Dividends to shareholders####(8,999)####(8,770)####(8,263) Additions to short-term debt with original maturities of more than three months####17,168####10,411####7,675 Reductions in short-term debt with original maturities of more than three months####(13,031)####(11,478)####(7,577) Net additions/(reductions) to other short-term debt####(3,319)####917####(3,431) Additions to long-term debt####3,997####4,385####4,417 Reductions in long-term debt (1)####(1,878)####(2,343)####(4,987) Treasury stock purchases####(7,353)####(10,003)####(11,009) Impact of stock options and other####1,269####2,005####1,644 TOTAL FINANCING ACTIVITIES####(12,146)####(14,876)####(21,531) EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH####(170)####(497)####101 CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH####1,032####(3,074)####(5,893) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR##$##8,246##$##7,214##$##10,288 SUPPLEMENTAL DISCLOSURE############ Cash payments for interest##$##721##$##451##$##531 Cash payments for income taxes####4,278####3,818####3,822"}
-{"_id": "PG20230749", "title": "PG Consolidated Statements of Cash Flows", "text": "(1)Includes early extinguishment of debt costs of $512 in 2021."}
-{"_id": "PG20230750", "title": "PG Consolidated Statements of Cash Flows", "text": "See accompanying Notes to Consolidated Financial Statements."}
-{"_id": "PG20230756", "title": "PG Nature of Operations", "text": "The Procter & Gamble Company's (the \"Company,\" \"Procter & Gamble,\" \"we\" or \"us\") business is focused on providing branded consumer packaged goods of superior quality and value. Our products are sold in approximately 180 countries and territories primarily through mass merchandisers, e-commerce (including social commerce) channels, grocery stores, membership club stores, drug stores, department stores, distributors, wholesalers, specialty beauty stores (including airport duty-free stores), high-frequency stores, pharmacies, electronics stores and professional channels. We also sell direct to consumers. We have on-the-ground operations in approximately 70 countries."}
-{"_id": "PG20230758", "title": "PG Basis of Presentation", "text": "The Consolidated Financial Statements include the Company and its controlled subsidiaries. Intercompany transactions are eliminated."}
-{"_id": "PG20230759", "title": "PG Basis of Presentation", "text": "Because of a lack of control over Venezuelan subsidiaries caused by a number of currency and other operating controls and restrictions, our Venezuelan subsidiaries are not consolidated for any year presented. We account for those subsidiaries at cost, less impairments, plus or minus observable price changes."}
-{"_id": "PG20230760", "title": "PG Basis of Presentation", "text": "Beginning in fiscal year 2022, the Company began to present increases and reductions in short-term debt with maturities of more than three months separately within the Consolidated Statements of Cash Flows. The presentation for the fiscal year ended June 30, 2021, has been revised to align with the current period presentation. This change had no impact on total financing activities, and we have concluded the change is not material."}
-{"_id": "PG20230762", "title": "PG Use of Estimates", "text": "Preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying disclosures. These estimates are based on management's best knowledge of current events and actions the Company may undertake in the future. Estimates are used in accounting for, among other items, consumer and trade promotion accruals, restructuring reserves, pensions, postretirement benefits, stock options, valuation of acquired intangible assets, useful lives for depreciation and amortization of long-lived assets, future cash flows associated with impairment testing for goodwill, indefinite-lived intangible assets and other long-lived assets, deferred tax assets and liabilities, uncertain income tax positions and contingencies. Actual results may ultimately differ from estimates, although management does not generally believe such differences would materially affect the financial statements in any individual year. However, regarding ongoing impairment testing of goodwill and indefinite-lived intangible assets, significant deterioration in future cash flow projections or other assumptions used in estimating fair values versus those anticipated at the time of the initial valuations, could result in impairment charges that materially affect the financial statements in a given year."}
-{"_id": "PG20230764", "title": "PG Revenue Recognition", "text": "Our revenue is primarily generated from the sale of finished product to customers. Those sales predominantly contain a single performance obligation and revenue is recognized at a single point in time when ownership, risks and rewards transfer, which can be on the date of shipment or the date of receipt by the customer. A provision for payment discounts and product return allowances is recorded as a reduction of sales in the same period the revenue is recognized. The revenue recorded is presented net of sales and other taxes we collect on behalf of governmental authorities. The revenue includes shipping and handling costs, which generally are included in the list price to the customer."}
-{"_id": "PG20230765", "title": "PG Revenue Recognition", "text": "Trade promotions, consisting primarily of customer pricing allowances, merchandising funds and consumer coupons, are offered through various programs to customers and consumers. Sales are recorded net of trade promotion spending, which is recognized as incurred at the time of the sale. Most of these arrangements have terms of approximately one year. Accruals for expected payouts under these programs are included as accrued marketing and promotion in the Accrued and other liabilities line item in the Consolidated Balance Sheets."}
-{"_id": "PG20230767", "title": "PG Cost of Products Sold", "text": "Cost of products sold is primarily comprised of direct materials and supplies consumed in the manufacturing of product, as well as manufacturing labor, depreciation expense and direct overhead expenses necessary to acquire and convert the purchased materials and supplies into finished products. Cost of products sold also includes the cost to distribute products to customers, inbound freight costs, internal transfer costs, warehousing costs and other shipping and handling activity."}
-{"_id": "PG20230769", "title": "PG Selling, General and Administrative Expense", "text": "Selling, general and administrative expense (SG&A) is primarily comprised of marketing expenses, selling expenses, research and development costs, administrative and other indirect overhead costs, depreciation and amortization expense on non-manufacturing assets and other miscellaneous operating items. Research and development costs are charged to expense as incurred and were $2.0 billion in 2023 and 2022 and $1.9 billion in 2021. Advertising costs, charged to expense as incurred, include television, print, radio, digital and in-store advertising expenses and were $8.0 billion in 2023, $7.9 billion in 2022 and"}
-{"_id": "PG20230770", "title": "PG Selling, General and Administrative Expense", "text": "Amounts in millions of dollars except per share amounts or as otherwise specified."}
-{"_id": "PG20230772", "title": "PG 40 The Procter & Gamble Company", "text": "$8.2 billion in 2021. Non-advertising related components of the Company's total marketing spending reported in SG&A include costs associated with consumer promotions, product sampling and sales aids."}
-{"_id": "PG20230774", "title": "PG Other Non-Operating Income, Net", "text": "Other non-operating income, net primarily includes divestiture gains, net non-service impacts related to postretirement benefit plans, investment income and other non-operating items."}
-{"_id": "PG20230776", "title": "PG Currency Translation", "text": "Financial statements of operating subsidiaries outside the U.S. generally are measured using the local currency as the functional currency. Adjustments to translate those statements into U.S. dollars are recorded in Other comprehensive income (OCI). For subsidiaries operating in highly inflationary economies, the U.S. dollar is the functional currency. Re-measurement adjustments for financial statements in highly inflationary economies and other transactional exchange gains and losses are reflected in earnings."}
-{"_id": "PG20230778", "title": "PG Cash Flow Presentation", "text": "The Consolidated Statements of Cash Flows are prepared using the indirect method, which reconciles net earnings to cash flows from operating activities. Cash flows from foreign currency transactions and operations are translated at monthly exchange rates for each period. Cash flows from hedging activities are included in the same category as the items being hedged. Cash flows from derivative instruments designated as net investment hedges are classified as investing activities. Realized gains and losses from non-qualifying derivative instruments used to hedge currency exposures resulting from intercompany financing transactions are classified as financing activities. Cash flows from other derivative instruments used to manage interest rates, commodity or other currency exposures are classified as operating activities. Cash payments related to income taxes are classified as operating activities."}
-{"_id": "PG20230780", "title": "PG Investments", "text": "The Company holds minor equity investments in certain companies over which we exert significant influence, but do not control the financial and operating decisions. These are accounted for as equity method investments. Other equity investments that are not controlled, and over which we do not have the ability to exercise significant influence, and for which there is a readily determinable market value, are recorded at fair value, with gains and losses recorded through net earnings. Equity investments without readily determinable fair values are measured at cost, less impairments, plus or minus observable price changes. Equity investments are included as Other noncurrent assets in the Consolidated Balance Sheets."}
-{"_id": "PG20230781", "title": "PG Investments", "text": "The Company also holds highly liquid investments, primarily money market funds and time deposits. Such investments are considered cash equivalents and are included within Cash and cash equivalents in the Consolidated Balance Sheets."}
-{"_id": "PG20230783", "title": "PG Inventory Valuation", "text": "Inventories are valued at the lower of cost or net realizable value. Product-related inventories are maintained on the first-in, first-out method. The cost of spare part inventories is maintained using the average-cost method."}
-{"_id": "PG20230785", "title": "PG Property, Plant and Equipment", "text": "Property, plant and equipment is recorded at cost reduced by accumulated depreciation. Depreciation expense is recognized over the assets' estimated useful lives using the straight-line method. Machinery and equipment includes office furniture and fixtures (15-year life), computer equipment and capitalized software (3- to 5-year lives) and manufacturing equipment (3- to 20-year lives). Buildings are depreciated over an estimated useful life of 40 years. Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts."}
-{"_id": "PG20230787", "title": "PG Goodwill and Other Intangible Assets", "text": "Goodwill and indefinite-lived intangible assets are not amortized but are evaluated for impairment annually or more often if indicators of a potential impairment are present. Our annual impairment testing of goodwill is performed separately from our impairment testing of indefinite-lived intangible assets."}
-{"_id": "PG20230788", "title": "PG Goodwill and Other Intangible Assets", "text": "We have acquired brands that have been determined to have indefinite lives. We evaluate several factors to determine whether an indefinite life is appropriate, including the competitive environment, market share, brand history, underlying product life cycles, operating plans and the macroeconomic environment of the countries in which the brands are sold. In addition, when certain events or changes in operating conditions occur, an additional impairment assessment is performed and indefinite-lived assets may be adjusted to a determinable life."}
-{"_id": "PG20230789", "title": "PG Goodwill and Other Intangible Assets", "text": "The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology and other intangible assets with contractual terms are generally amortized over their respective legal or contractual lives. Customer relationships, brands and other non-contractual intangible assets with determinable lives are amortized over periods generally ranging from 5 to 30 years. When certain events or changes in operating conditions occur, an impairment assessment is performed and remaining lives of intangible assets with determinable lives may be adjusted."}
-{"_id": "PG20230790", "title": "PG Goodwill and Other Intangible Assets", "text": "For additional details on goodwill and intangible assets see Note 4."}
-{"_id": "PG20230791", "title": "PG Goodwill and Other Intangible Assets", "text": "Amounts in millions of dollars except per share amounts or as otherwise specified."}
-{"_id": "PG20230794", "title": "PG Fair Values of Financial Instruments", "text": "Certain financial instruments are required to be recorded at fair value. Changes in assumptions or estimation methods could affect the fair value estimates; however, we do not believe any such changes would have a material impact on our financial condition, results of operations or cash flows. Other financial instruments, including cash equivalents, certain investments and certain short-term debt, are recorded at cost, which approximates fair value. The fair values of long-term debt and financial instruments are disclosed in Note 9."}
-{"_id": "PG20230796", "title": "PG New Accounting Pronouncements and Policies", "text": "In September 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2022-04, \"Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations\". This guidance requires annual and interim disclosures for entities that use supplier finance programs in connection with the purchase of goods and services. These amendments are effective for fiscal years beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. We will adopt the guidance effective July 1, 2023. Additional disclosures will be included in the Notes to the Consolidated Financial Statements."}
-{"_id": "PG20230797", "title": "PG New Accounting Pronouncements and Policies", "text": "No other new accounting pronouncements issued or effective during the fiscal year or in future years had, or are expected to have, a material impact on our Consolidated Financial Statements."}
-{"_id": "PG20230805", "title": "PG SEGMENT INFORMATION", "text": "Under U.S. GAAP, our operating segments are aggregated into five reportable segments: 1) Beauty, 2) Grooming, 3) Health Care, 4) Fabric & Home Care and 5) Baby, Feminine & Family Care. Our five reportable segments are comprised of: \u2022Beauty: Hair Care (Conditioners, Shampoos, Styling Aids, Treatments); Skin and Personal Care (Antiperspirants and Deodorants, Personal Cleansing, Skin Care); \u2022Grooming: Grooming (Appliances, Female Blades & Razors, Male Blades & Razors, Pre- and Post-Shave Products, Other Grooming); \u2022Health Care: Oral Care (Toothbrushes, Toothpaste, Other Oral Care); Personal Health Care (Gastrointestinal, Pain Relief, Rapid Diagnostics, Respiratory, Vitamins/Minerals/Supplements, Other Personal Health Care); \u2022Fabric & Home Care: Fabric Care (Fabric Enhancers, Laundry Additives, Laundry Detergents); Home Care (Air Care, Dish Care, P&G Professional, Surface Care); and \u2022Baby, Feminine & Family Care: Baby Care (Baby Wipes, Taped Diapers and Pants); Feminine Care (Adult Incontinence, Feminine Care); Family Care (Paper Towels, Tissues, Toilet Paper)."}
-{"_id": "PG20230806", "title": "PG SEGMENT INFORMATION", "text": "While none of our reportable segments are highly seasonal, components within certain reportable segments, such as Appliances (Grooming) and Personal Health Care (Health), are seasonal."}
-{"_id": "PG20230807", "title": "PG SEGMENT INFORMATION", "text": "The accounting policies of the segments are generally the same as those described in Note 1. Differences between these policies and U.S. GAAP primarily reflect income taxes, which are reflected in the segments using applicable blended statutory rates. Adjustments to arrive at our effective tax rate are included in Corporate. In addition, capital expenditures in the segments are on an accrual basis consistent with the balance sheet. Adjustments to move from an accrual to cash basis, for purposes of the cash flow statement, are reflected in Corporate."}
-{"_id": "PG20230808", "title": "PG SEGMENT INFORMATION", "text": "Corporate includes certain operating and non-operating activities that are not reflected in the operating results used internally to measure and evaluate the businesses, as well as items to adjust management reporting principles to U.S. GAAP. Operating activities in Corporate include the results of incidental businesses managed at the corporate level. Operating elements also include certain employee benefit costs, the costs of certain restructuring-type activities to maintain a competitive cost structure, including manufacturing and workforce optimization, asset impairment charges and other general Corporate items. The non-operating elements in Corporate primarily include interest expense, certain pension and other postretirement benefit costs, certain acquisition and divestiture gains, interest and investing income and other financing costs."}
-{"_id": "PG20230809", "title": "PG SEGMENT INFORMATION", "text": "Total assets for the reportable segments include those assets managed by the reportable segment, primarily inventory, fixed assets and intangible assets. Other assets, primarily cash, accounts receivable, investment securities and goodwill, are included in Corporate."}
-{"_id": "PG20230810", "title": "PG SEGMENT INFORMATION", "text": "Amounts in millions of dollars except per share amounts or as otherwise specified."}
-{"_id": "PG20230826", "title": "PG 42 The Procter & Gamble Company", "text": "Our operating segments are comprised of similar product categories. Operating segments that individually accounted for 5% or more of consolidated net sales are as follows: ####% of Net sales by operating segment (1)#### Fiscal years ended June 30##2023####2022##2021 Fabric Care##23%####23%##22% Home Care##12%####12%##12% Baby Care##10%####10%##10% Skin and Personal Care##9%####9%##10% Hair Care##9%####9%##9% Family Care##8%####9%##9% Grooming (2)##8%####6%##7% Oral Care##8%####8%##8% Feminine Care##7%####6%##6% Personal Health Care##6%####6%##5% Other (2)##\u2014%####2%##2% TOTAL##100%####100%##100%"}
-{"_id": "PG20230827", "title": "PG 42 The Procter & Gamble Company", "text": "(1)% of Net sales by operating segment excludes sales recorded in Corporate."}
-{"_id": "PG20230828", "title": "PG 42 The Procter & Gamble Company", "text": "(2)Effective July 1, 2022, the Grooming Sector Business Unit completed the full integration of its Shave Care and Appliances categories to cohesively serve consumers' grooming needs. This transition included the integration of the management team, strategic decision-making, innovation plans, financial targets, budgets and internal management reporting. For the fiscal years ended June 30, 2022 and 2021, Appliances was presented in Other."}
-{"_id": "PG20230836", "title": "PG 42 The Procter & Gamble Company", "text": "Net sales and long-lived assets in the United States and internationally were as follows (in billions): Fiscal years ended June 30####2023####2022####2021 NET SALES############ United States##$##38.7##$##36.5##$##33.7 International##$##43.3##$##43.7##$##42.4 LONG-LIVED ASSETS (1)############ United States##$##11.4##$##10.7##$##10.1 International##$##10.5##$##10.5##$##11.6"}
-{"_id": "PG20230837", "title": "PG 42 The Procter & Gamble Company", "text": "(1)Long-lived assets consists of property, plant and equipment."}
-{"_id": "PG20230838", "title": "PG 42 The Procter & Gamble Company", "text": "No country, other than the United States, exceeds 10% of the Company's consolidated net sales or long-lived assets."}
-{"_id": "PG20230839", "title": "PG 42 The Procter & Gamble Company", "text": "Our largest customer, Walmart Inc. and its affiliates, accounted for consolidated net sales of approximately 15% in 2023, 2022 and 2021. No other customer represents more than 10% of our consolidated net sales."}
-{"_id": "PG20230840", "title": "PG 42 The Procter & Gamble Company", "text": "Amounts in millions of dollars except per share amounts or as otherwise specified."}
-{"_id": "PG20230863", "title": "PG The Procter & Gamble Company 43", "text": " Global Segment Results######Net Sales####Earnings/(Loss) Before Income Taxes####Net Earnings/(Loss)####Depreciation and Amortization####Total Assets####Capital Expenditures BEAUTY##2023##$##15,008##$##4,009##$##3,178##$##376##$##6,196##$##287 ##2022####14,740####3,946####3,160####348####6,055####331 ##2021####14,417####4,018####3,210####333####5,587####386 GROOMING##2023####6,419####1,806####1,461####335####20,601####300 ##2022####6,587####1,835####1,490####361####20,482####260 ##2021####6,440####1,728####1,427####378####20,668####291 HEALTH CARE##2023####11,226####2,759####2,125####352####8,480####466 ##2022####10,824####2,618####2,006####376####7,888####410 ##2021####9,956####2,398####1,851####372####7,976####364 FABRIC & HOME CARE##2023####28,371####6,303####4,828####675####8,669####979 ##2022####27,556####5,729####4,386####672####8,567####988 ##2021####26,014####5,986####4,622####646####8,334####1,006 BABY, FEMININE & FAMILY CARE##2023####20,217####4,623####3,545####804####8,517####994 ##2022####19,736####4,267####3,266####826####8,443####932 ##2021####18,850####4,723####3,629####846####8,666####814 CORPORATE##2023####765####(1,147)####(399)####172####68,366####36 ##2022####744####(400)####485####224####65,773####235 ##2021####441####(1,238)####(387)####160####68,076####(74) TOTAL COMPANY##2023##$##82,006##$##18,353##$##14,738##$##2,714##$##120,829##$##3,062 ##2022####80,187####17,995####14,793####2,807####117,208####3,156 ##2021####76,118####17,615####14,352####2,735####119,307####2,787"}
-{"_id": "PG20230864", "title": "PG The Procter & Gamble Company 43", "text": "Amounts in millions of dollars except per share amounts or as otherwise specified."}
-{"_id": "PG20230877", "title": "PG SUPPLEMENTAL FINANCIAL INFORMATION", "text": "The components of property, plant and equipment were as follows: As of June 30####2023######2022 ######PROPERTY, PLANT AND EQUIPMENT#### Buildings##$##8,277####$##8,087 Machinery and equipment####36,521######35,098 Land####867######756 Construction in progress####2,980######2,756 TOTAL PROPERTY, PLANT AND EQUIPMENT####48,645######46,697 Accumulated depreciation####(26,736)######(25,502) PROPERTY, PLANT AND EQUIPMENT, NET##$##21,909####$##21,195"}
-{"_id": "PG20230897", "title": "PG SUPPLEMENTAL FINANCIAL INFORMATION", "text": "Selected components of current and noncurrent liabilities were as follows: As of June 30####2023######2022 ######ACCRUED AND OTHER LIABILITIES - CURRENT#### Marketing and promotion##$##3,894####$##3,878 Compensation expenses####2,030######1,797 Taxes payable####828######587 Derivative liabilities####631######1 Leases####222######205 Restructuring reserves####174######147 Other####3,150######2,939 TOTAL##$##10,929####$##9,554 ######OTHER NONCURRENT LIABILITIES#### Pension benefits##$##3,116####$##3,139 U.S. Tax Act transitional tax payable####1,154######1,661 Other retiree benefits####690######672 Uncertain tax positions####622######752 Long term operating leases####595######595 Derivative liabilities####445######307 Other####530######490 TOTAL##$##7,152####$##7,616"}
-{"_id": "PG20230899", "title": "PG RESTRUCTURING PROGRAM", "text": "The Company has historically incurred an ongoing annual level of restructuring-type activities to maintain a competitive cost structure, including manufacturing and workforce optimization. Before tax costs incurred under ongoing programs have generally ranged from $250 to $500 annually."}
-{"_id": "PG20230900", "title": "PG RESTRUCTURING PROGRAM", "text": "Restructuring costs incurred consist primarily of costs to separate employees, asset-related costs to exit facilities and other costs. Employee separation costs relate to severance packages that are primarily voluntary and the amounts calculated are based on salary levels and past service periods. Severance costs related to voluntary separations are generally charged to earnings when the employee accepts the offer. Asset-related costs consist of both asset write-downs and accelerated depreciation. Asset write-downs relate to the establishment of a new fair value basis for assets held-for-sale or for disposal. These assets are written down to the lower of their current carrying basis or amounts expected to be realized upon disposal, less minor disposal costs. Charges for accelerated depreciation relate to long-lived assets that will be taken out of service prior to the end of their normal service period. These assets relate primarily to manufacturing consolidations and technology standardizations. The asset-related charges will not have a significant impact on future depreciation charges. Other restructuring-type charges primarily include asset removal and termination of contracts related to supply chain and overhead optimization. The Company incurred total restructuring charges of $329 and $253 for the fiscal years ended June 30, 2023 and 2022. Of the charges incurred for fiscal year 2023, $160 were recorded in Costs of products sold, $160 in SG&A and $9 in Other non-operating income, net. Of the"}
-{"_id": "PG20230901", "title": "PG RESTRUCTURING PROGRAM", "text": "Amounts in millions of dollars except per share amounts or as otherwise specified."}
-{"_id": "PG20230911", "title": "PG The Procter & Gamble Company 45", "text": "charges incurred in fiscal year 2022, $182 were recorded in Costs of products sold, $67 in SG&A, and $4 in Other non-operating income, net. The following table presents restructuring activity for the fiscal years ended June 30, 2023 and 2022: ####Separations####Asset-Related Costs####Other####Total RESERVE JUNE 30, 2021##$##176##$##\u2014##$##102##$##278 Cost incurred and charged to expense####88####87####78####253 Cost paid/settled####(143)####(87)####(154)####(384) RESERVE JUNE 30, 2022####121####\u2014####26####147 Cost incurred and charged to expense####175####43####111####329 Cost paid/settled####(141)####(43)####(118)####(302) RESERVE JUNE 30, 2023##$##155##$##\u2014##$##19##$##174"}
-{"_id": "PG20230912", "title": "PG The Procter & Gamble Company 45", "text": "Consistent with our historical policies for ongoing restructuring-type activities, the restructuring charges are funded by and included within Corporate for management and segment reporting."}
-{"_id": "PG20230921", "title": "PG The Procter & Gamble Company 45", "text": "However, for information purposes, the following table summarizes the total restructuring costs related to our reportable segments: Fiscal years ended June 30####2023####2022####2021 Beauty##$##15##$##11##$##13 Grooming####17####14####25 Health Care####28####32####51 Fabric & Home Care####87####42####22 Baby, Feminine & Family Care####21####83####29 Corporate (1)####161####71####190 Total Company##$##329##$##253##$##330"}
-{"_id": "PG20230922", "title": "PG The Procter & Gamble Company 45", "text": "(1)Corporate includes costs related to allocated overheads, including charges related to our Enterprise Markets, Global Business Services and Corporate Functions activities."}
-{"_id": "PG20230933", "title": "PG GOODWILL AND INTANGIBLE ASSETS", "text": "The change in the net carrying amount of goodwill by reportable segment was as follows: ####Beauty####Grooming####Health Care####Fabric & Home Care####Baby, Feminine & Family Care####Total Company Balance at June 30, 2021 - Net (1)##$##13,257##$##13,095##$##8,046##$##1,873##$##4,653##$##40,924 Acquisitions and divestitures####781####\u2014####1####\u2014####\u2014####782 Translation and other####(742)####(524)####(458)####(65)####(217)####(2,006) Balance at June 30, 2022 - Net (1)####13,296####12,571####7,589####1,808####4,436####39,700 Acquisitions and divestitures####405####\u2014####\u2014####\u2014####33####438 Translation and other####187####132####129####13####60####521 Balance at June 30, 2023 - Net (1)##$##13,888##$##12,703##$##7,718##$##1,821##$##4,529##$##40,659"}
-{"_id": "PG20230934", "title": "PG GOODWILL AND INTANGIBLE ASSETS", "text": "(1)Grooming goodwill balance is net of $7.9 billion accumulated impairment losses."}
-{"_id": "PG20230935", "title": "PG GOODWILL AND INTANGIBLE ASSETS", "text": "Goodwill and indefinite-lived intangibles are tested for impairment at least annually by comparing the estimated fair values of our reporting units and indefinite-lived intangible assets to their respective carrying values. We use the income method to estimate the fair value of these assets, which is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants and include the amount and timing of future cash flows (including expected growth rates and profitability). Significant judgement by management is required to estimate the impact of macroeconomic and other factors on future cash flows, including those related to the Russia-Ukraine War. Estimates utilized in the projected cash flows include consideration of macroeconomic conditions, overall category growth rates, competitive activities, cost containment and margin expansion, Company business plans, the underlying product or technology life cycles, economic barriers to entry, a brand's relative market position and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions."}
-{"_id": "PG20230936", "title": "PG GOODWILL AND INTANGIBLE ASSETS", "text": "Amounts in millions of dollars except per share amounts or as otherwise specified."}
-{"_id": "PG20230938", "title": "PG 46 The Procter & Gamble Company", "text": "We believe the estimates and assumptions utilized in our impairment testing are reasonable and are comparable to those that would be used by other marketplace participants. However, actual events and results could differ substantially from those used in our valuations. To the extent such factors result in a failure to achieve the level of projected cash flows initially used to estimate fair value for purposes of establishing or subsequently impairing the carrying amount of goodwill and related intangible assets, we may need to record additional non-cash impairment charges in the future."}
-{"_id": "PG20230939", "title": "PG 46 The Procter & Gamble Company", "text": "Goodwill increased during fiscal 2023 primarily due to an acquisition in the Beauty segment, other minor brand acquisitions in the Baby, Feminine & Family Care segment and currency translation across all reportable segments."}
-{"_id": "PG20230940", "title": "PG 46 The Procter & Gamble Company", "text": "Goodwill decreased during fiscal 2022 due to currency translation across all reportable segments, partially offset by three acquisitions (Farmacy Beauty, Ouai and TULA) in the Beauty reportable segment."}
-{"_id": "PG20230952", "title": "PG 46 The Procter & Gamble Company", "text": "Identifiable intangible assets were comprised of: ######2023##########2022## As of June 30####Gross Carrying Amount####Accumulated Amortization######Gross Carrying Amount####Accumulated Amortization ##########INTANGIBLE ASSETS WITH DETERMINABLE LIVES######## Brands##$##4,352##$##(2,540)####$##4,299##$##(2,628) Patents and technology####2,775####(2,649)######2,769####(2,609) Customer relationships####1,847####(1,039)######1,797####(939) Other####73####(28)######147####(97) TOTAL##$##9,047##$##(6,256)####$##9,012##$##(6,273) ##########INTANGIBLE ASSETS WITH INDEFINITE LIVES######## Brands####20,992####\u2014######20,940####\u2014 TOTAL INTANGIBLE ASSETS##$##30,039##$##(6,256)####$##29,952##$##(6,273)"}
-{"_id": "PG20230955", "title": "PG 46 The Procter & Gamble Company", "text": "Amortization expense of intangible assets was as follows: Fiscal years ended June 30####2023####2022####2021 Intangible asset amortization##$##327##$##312##$##318"}
-{"_id": "PG20230958", "title": "PG 46 The Procter & Gamble Company", "text": "Estimated amortization expense over the next five fiscal years is as follows: Fiscal years ending June 30####2024####2025####2026####2027####2028 Estimated amortization expense##$##340##$##320##$##297##$##287##$##247"}
-{"_id": "PG20230961", "title": "PG INCOME TAXES", "text": "Income taxes are recognized for the amount of taxes payable for the current year and for the impact of deferred tax assets and liabilities, which represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. Deferred tax assets and liabilities are established using the enacted statutory tax rates and are adjusted for any changes in such rates in the period of change."}
-{"_id": "PG20230962", "title": "PG INCOME TAXES", "text": "We have elected to account for the tax effects of Global Intangible Low-Taxed Income (GILTI) as a current period expense when incurred."}
-{"_id": "PG20230967", "title": "PG INCOME TAXES", "text": "Earnings before income taxes consisted of the following: Fiscal years ended June 30####2023####2022####2021 United States##$##12,107##$##11,698##$##10,858 International####6,246####6,297####6,757 TOTAL##$##18,353##$##17,995##$##17,615"}
-{"_id": "PG20230968", "title": "PG INCOME TAXES", "text": "Amounts in millions of dollars except per share amounts or as otherwise specified."}
-{"_id": "PG20230981", "title": "PG The Procter & Gamble Company 47", "text": "Income taxes consisted of the following: Fiscal years ended June 30####2023####2022####2021 ######CURRENT TAX EXPENSE###### U.S. federal##$##2,303##$##1,916##$##1,663 International####1,412####1,333####1,534 U.S. state and local####353####355####324 TOTAL####4,068####3,604####3,521 ######DEFERRED TAX EXPENSE/(BENEFIT)###### U.S. federal####(224)####(320)####(65) International and other####(229)####(82)####(193) TOTAL####(453)####(402)####(258) TOTAL TAX EXPENSE##$##3,615##$##3,202##$##3,263"}
-{"_id": "PG20230991", "title": "PG The Procter & Gamble Company 47", "text": "A reconciliation of the U.S. federal statutory income tax rate to our actual effective income tax rate is provided below: Fiscal years ended June 30##2023####2022####2021## U.S. federal statutory income tax rate##21.0##%##21.0##%##21.0##% Country mix impacts of foreign operations##(0.5)##%##(0.3)##%##(0.5)##% State income taxes, net of federal benefit##1.6##%##1.5##%##1.3##% Excess tax benefits from the exercise of stock options##(1.0)##%##(2.0)##%##(1.6)##% Foreign derived intangible income deduction (FDII)##(0.8)##%##(1.1)##%##(1.0)##% Changes in uncertain tax positions##0.1##%##(0.4)##%##(0.1)##% Other##(0.7)##%##(0.9)##%##(0.6)##% EFFECTIVE INCOME TAX RATE##19.7##%##17.8##%##18.5##%"}
-{"_id": "PG20230992", "title": "PG The Procter & Gamble Company 47", "text": "Country mix impacts of foreign operations includes the effects of foreign subsidiaries' earnings taxed at rates other than the U.S. statutory rate, the U.S. tax impacts of non-U.S. earnings repatriation and any net impacts of intercompany transactions. Changes in uncertain tax positions represent changes in our net liability related to prior year tax positions. Excess tax benefits from the exercise of stock options reflect the excess of actual tax benefits received on employee exercises of stock options and other share-based payments (which generally equals the income taxable to the employee) over the amount of tax benefits that were calculated and recognized based on the grant date fair values of such instruments."}
-{"_id": "PG20230993", "title": "PG The Procter & Gamble Company 47", "text": "Tax benefits credited to shareholders' equity totaled $190 for the fiscal year ended June 30, 2023. This primarily relates to the tax effects of net investment hedges. Tax costs charged to shareholders' equity totaled $1,538 for the fiscal year ended June 30, 2022. This primarily relates to the tax effects of certain adjustments to pension obligations recorded in shareholders' equity and the tax effects of net investment hedges."}
-{"_id": "PG20230994", "title": "PG The Procter & Gamble Company 47", "text": "Prior to the passage of the U.S. Tax Act, the Company asserted that substantially all of the undistributed earnings of its foreign subsidiaries were considered indefinitely invested and, accordingly, no deferred taxes were provided. Pursuant to the provisions of the U.S. Tax Act, these earnings were subjected to a one-time transition tax. This charge included taxes for all U.S. income taxes and for the related foreign withholding taxes for the portion of those earnings which are no longer considered indefinitely invested. We have not provided deferred taxes on approximately $24 billion of earnings that are considered indefinitely invested."}
-{"_id": "PG20231004", "title": "PG The Procter & Gamble Company 47", "text": "A reconciliation of the beginning and ending liability for uncertain tax positions is as follows: Fiscal years ended June 30####2023####2022####2021 BEGINNING OF YEAR##$##583##$##627##$##485 Increases in tax positions for prior years####113####102####157 Decreases in tax positions for prior years####(119)####(118)####(34) Increases in tax positions for current year####60####53####60 Settlements with taxing authorities####(108)####(42)####(26) Lapse in statute of limitations####(7)####(17)####(24) Currency translation####(7)####(22)####9 END OF YEAR##$##515##$##583##$##627"}
-{"_id": "PG20231005", "title": "PG The Procter & Gamble Company 47", "text": "Amounts in millions of dollars except per share amounts or as otherwise specified."}
-{"_id": "PG20231007", "title": "PG 48 The Procter & Gamble Company", "text": "Included in the total liability for uncertain tax positions at June 30, 2023, is $354 that, depending on the ultimate resolution, could impact the effective tax rate in future periods."}
-{"_id": "PG20231008", "title": "PG 48 The Procter & Gamble Company", "text": "The Company is present in approximately 70 countries and over 150 taxable jurisdictions and, at any point in time, has 30-40 jurisdictional audits underway at various stages of completion. We evaluate our tax positions and establish liabilities for uncertain tax positions that may be challenged by local authorities and may not be fully sustained, despite our belief that the underlying tax positions are fully supportable. Uncertain tax positions are reviewed on an ongoing basis and are adjusted in light of changing facts and circumstances, including progress of tax audits, developments in case law and the closing of statutes of limitation. Such adjustments are reflected in the tax provision as appropriate. We have tax years open ranging from 2010 and forward. We are generally not able to reliably estimate the ultimate settlement amounts until the close of the audit. Based on information currently available, we anticipate that over the next 12-month period, audit activity could be completed related to uncertain tax positions in multiple jurisdictions for which we have accrued existing liabilities of approximately $40, including interest and penalties."}
-{"_id": "PG20231009", "title": "PG 48 The Procter & Gamble Company", "text": "We recognize the additional accrual of any possible related interest and penalties relating to the underlying uncertain tax position in income tax expense. As of June 30, 2023, 2022 and 2021, we had accrued interest of $143, $179 and $166 and accrued penalties of $12, $12 and $10, respectively, which are not included in the above table. During the fiscal years ended June 30, 2023, 2022 and 2021, we recognized $23, $21 and $38 in interest expense and $1, $2 and $6 in penalties expense, respectively."}
-{"_id": "PG20231032", "title": "PG 48 The Procter & Gamble Company", "text": "Deferred income tax assets and liabilities were comprised of the following: As of June 30####2023####2022 DEFERRED TAX ASSETS######## Loss and other carryforwards##$##1,014##$##914 Capitalized research & development####930####646 Pension and other retiree benefits####737####740 Accrued marketing and promotion####421####420 Stock-based compensation####412####386 Unrealized loss on financial and foreign exchange transactions####282####138 Fixed assets####223####209 Lease liabilities####197####185 Other####874####862 Valuation allowances####(403)####(409) TOTAL##$##4,687##$##4,091 DEFERRED TAX LIABILITIES######## Goodwill and other intangible assets##$##5,811##$##5,783 Fixed assets####1,556####1,542 Other retiree benefits####1,101####1,031 Unrealized gain on financial and foreign exchange transactions####198####439 Lease right-of-use assets####191####179 Foreign withholding tax on earnings to be repatriated####96####70 Other####381####244 TOTAL##$##9,334##$##9,288"}
-{"_id": "PG20231033", "title": "PG 48 The Procter & Gamble Company", "text": "Net operating loss carryforwards were $2.9 billion at June 30, 2023, and $2.5 billion at June 30, 2022. If unused, approximately $300 will expire between 2023 and 2042. The remainder, totaling $2.6 billion at June 30, 2023, may be carried forward indefinitely."}
-{"_id": "PG20231036", "title": "PG EARNINGS PER SHARE", "text": "Basic net earnings per common share are calculated by dividing Net earnings attributable to Procter & Gamble less preferred dividends by the weighted average number of common shares outstanding during the year. Diluted net earnings per common share are calculated by dividing Net earnings attributable to Procter & Gamble by the diluted weighted average number of common shares outstanding during the year. The diluted shares include the dilutive effect of stock options and other share-based awards based on the treasury stock method (see Note 7) and the assumed conversion of preferred stock (see Note 8)."}
-{"_id": "PG20231037", "title": "PG EARNINGS PER SHARE", "text": "Amounts in millions of dollars except per share amounts or as otherwise specified."}
-{"_id": "PG20231056", "title": "PG The Procter & Gamble Company 49", "text": "Net earnings per common share were calculated as follows: Fiscal years ended June 30####2023####2022####2021 CONSOLIDATED AMOUNTS############ Net earnings##$##14,738##$##14,793##$##14,352 Less: Net earnings attributable to noncontrolling interests####85####51####46 Net earnings attributable to P&G####14,653####14,742####14,306 Less: Preferred dividends####282####281####271 Net earnings attributable to P&G available to common shareholders (Basic)##$##14,371##$##14,461##$##14,035 Net earnings attributable to P&G available to common shareholders (Diluted)##$##14,653##$##14,742##$##14,306 SHARES IN MILLIONS############ Basic weighted average common shares outstanding####2,368.2####2,410.3####2,465.8 Add effect of dilutive securities:############ Stock options and other unvested equity awards (1)####39.4####49.5####52.5 Convertible preferred shares (2)####76.3####79.3####82.7 Diluted weighted average common shares outstanding####2,483.9####2,539.1####2,601.0 NET EARNINGS PER COMMON SHARE (3)############ Basic##$##6.07##$##6.00##$##5.69 Diluted##$##5.90##$##5.81##$##5.50"}
-{"_id": "PG20231057", "title": "PG The Procter & Gamble Company 49", "text": "(1)Excludes 19 million, 11 million and 9 million in 2023, 2022 and 2021, respectively, of weighted average stock options outstanding because the exercise price of these options was greater than the average market value of the Company's stock or their effect was antidilutive."}
-{"_id": "PG20231058", "title": "PG The Procter & Gamble Company 49", "text": "(2)An overview of preferred shares can be found in Note 8."}
-{"_id": "PG20231059", "title": "PG The Procter & Gamble Company 49", "text": "(3)Basic net earnings per common share and Diluted net earnings per common share are calculated on Net earnings attributable to Procter & Gamble."}
-{"_id": "PG20231062", "title": "PG SHARE-BASED COMPENSATION", "text": "The Company has two primary share-based compensation programs under which we annually grant stock option, restricted stock unit (RSU) and performance stock unit (PSU) awards to certain managers and directors."}
-{"_id": "PG20231063", "title": "PG SHARE-BASED COMPENSATION", "text": "In our main long-term incentive program, managers can elect to receive stock options or RSUs. All options vest after three years and have a 10-year life. Exercise prices on options are set equal to the market price of the underlying shares on the date of the grant. RSUs vest and settle in shares of common stock three years from the grant date."}
-{"_id": "PG20231064", "title": "PG SHARE-BASED COMPENSATION", "text": "Senior-level executives participate in an additional long-term incentive program that awards PSUs, which are paid in shares after the end of a three-year performance period subject to pre-established performance goals. The program includes a Relative Total Shareholder Return (R-TSR) modifier under which the number of shares ultimately granted is also impacted by the Company's actual shareholder return relative to our consumer products competitive peer set."}
-{"_id": "PG20231065", "title": "PG SHARE-BASED COMPENSATION", "text": "In addition to these long-term incentive programs, we award RSUs to the Company's non-employee directors and make other minor stock option and RSU grants to employees for which the terms are not substantially different from our long-term incentive awards."}
-{"_id": "PG20231066", "title": "PG SHARE-BASED COMPENSATION", "text": "The Company's share-based compensation plan was approved by shareholders in 2019. Under the 2019 plan, a maximum of 150 million shares of common stock was authorized for issuance and a total of 96 million shares remain available for grant."}
-{"_id": "PG20231067", "title": "PG SHARE-BASED COMPENSATION", "text": "The Company recognizes share-based compensation expense based on the fair value of the awards at the date of grant. The expense is recognized on a straight-line basis over the requisite service period. Awards to employees eligible for retirement prior to the award becoming fully vested are recognized as compensation expense ratably from the grant date through the date the employee first becomes eligible to retire and/or is no longer required to provide services to earn the award. Share-based compensation expense is included as part of Cost of products sold and SG&A in the Consolidated Statement of Earnings and includes an estimate of forfeitures, which is based on historical data."}
-{"_id": "PG20231068", "title": "PG SHARE-BASED COMPENSATION", "text": "Amounts in millions of dollars except per share amounts or as otherwise specified."}
-{"_id": "PG20231075", "title": "PG 50 The Procter & Gamble Company", "text": "Total expense and related tax benefit were as follows: Fiscal years ended June 30####2023####2022####2021 Stock options##$##303##$##271##$##279 RSUs and PSUs####242####257####261 Total share-based expense##$##545##$##528##$##540 Income tax benefit##$##103##$##88##$##102"}
-{"_id": "PG20231082", "title": "PG 50 The Procter & Gamble Company", "text": "We utilize an industry standard lattice-based valuation model to calculate the fair value for stock options granted. Assumptions utilized in the model, which are evaluated and revised to reflect market conditions and experience, were as follows: Fiscal years ended June 30####2023########2022########2021#### Interest rate##3.7##-##4.1##%##0.1##-##1.6##%##0.1##-##0.7##% Weighted average interest rate####3.7####%####1.5####%####0.6####% Dividend yield####2.6####%####2.4####%####2.4####% Expected volatility####21####%####19####%####20####% Expected life in years####8.8########9.1########9.2####"}
-{"_id": "PG20231083", "title": "PG 50 The Procter & Gamble Company", "text": "Lattice-based option valuation models incorporate ranges of assumptions for inputs and those ranges are disclosed in the preceding table. Expected volatilities are based on a combination of historical volatility of our stock and implied volatilities of call options on our stock. We use historical data to estimate option exercise and employee termination patterns within the valuation model. The expected life of options granted is derived from the output of the option valuation model and represents the average period of time that options granted are expected to be outstanding. The interest rate for periods within the contractual life of the options is based on the U.S. Treasury yield curve in effect at the time of grant."}
-{"_id": "PG20231084", "title": "PG 50 The Procter & Gamble Company", "text": "We utilize a Monte-Carlo simulation model to estimate the fair value of performance stock units granted. Assumptions utilized in the model are not substantially different from those used for stock options."}
-{"_id": "PG20231092", "title": "PG 50 The Procter & Gamble Company", "text": "A summary of options outstanding under the plans as of June 30, 2023, and activity during the year then ended is presented below: Options##Options (in thousands)####Weighted Average Exercise Price##Weighted Average Contractual Life in Years####Aggregate Intrinsic Value Outstanding at July 1, 2022##126,715##$##99.59###### Granted##9,672####131.26###### Exercised##(14,667)####81.07###### Forfeited/expired##(515)####128.40###### Outstanding at June 30, 2023##121,205##$##104.18##5.1##$##5,770 Exercisable##86,336##$##90.46##3.9##$##5,291"}
-{"_id": "PG20231099", "title": "PG 50 The Procter & Gamble Company", "text": "The following table provides additional information on stock options: Fiscal years ended June 30####2023####2022####2021 Weighted average grant-date fair value of options granted##$##29.58##$##21.55##$##20.94 Intrinsic value of options exercised####979####1,886####1,401 Grant-date fair value of options that vested####219####177####236 Cash received from options exercised####1,189####1,930####1,705 Actual tax benefit from options exercised####207####399####292"}
-{"_id": "PG20231100", "title": "PG 50 The Procter & Gamble Company", "text": "At June 30, 2023, $159 of compensation cost had not yet been recognized related to stock option grants. That cost is expected to be recognized over a remaining weighted average period of 1.6 years."}
-{"_id": "PG20231101", "title": "PG 50 The Procter & Gamble Company", "text": "Amounts in millions of dollars except per share amounts or as otherwise specified."}
-{"_id": "PG20231110", "title": "PG The Procter & Gamble Company 51", "text": "A summary of non-vested RSUs and PSUs outstanding under the plans as of June 30, 2023, and activity during the year then ended is presented below: ####RSUs######PSUs## RSU and PSU awards##Units (in thousands)####Weighted Average Grant Date Fair Value##Units (in thousands)####Weighted Average Grant Date Fair Value Non-vested at July 1, 2022##2,832##$##130.37##928##$##152.94 Granted##1,727####128.78##569####133.21 Vested##(1,286)####116.89##(453)####152.90 Forfeited##(101)####131.22##(33)####140.68 Non-vested at June 30, 2023##3,172##$##134.94##1,011##$##142.40"}
-{"_id": "PG20231111", "title": "PG The Procter & Gamble Company 51", "text": "At June 30, 2023, $218 of compensation cost had not yet been recognized related to RSUs and PSUs. That cost is expected to be recognized over a remaining weighted average period of 1.7 years. The total grant date fair value of shares vested was $220, $248 and $266 in 2023, 2022 and 2021, respectively."}
-{"_id": "PG20231112", "title": "PG The Procter & Gamble Company 51", "text": "The Company settles equity issuances with treasury shares. We have no specific policy to repurchase common shares to mitigate the dilutive impact of options, RSUs and PSUs. However, we have historically made adequate discretionary purchases, based on cash availability, market trends and other factors, to offset the impacts of such activity."}
-{"_id": "PG20231115", "title": "PG POSTRETIREMENT BENEFITS AND EMPLOYEE STOCK OWNERSHIP PLAN", "text": "We offer various postretirement benefits to our employees."}
-{"_id": "PG20231117", "title": "PG Defined Contribution Retirement Plans", "text": "We have defined contribution plans, which cover the majority of our U.S. employees, as well as employees in certain other countries. These plans are fully funded. We generally make contributions to participants' accounts based on individual base salaries and years of service. Total global defined contribution expense was $392, $366 and $340 in 2023, 2022 and 2021, respectively."}
-{"_id": "PG20231118", "title": "PG Defined Contribution Retirement Plans", "text": "The primary U.S. defined contribution plan (the U.S. DC plan) comprises the majority of the expense for the Company's defined contribution plans. For the U.S. DC plan, the contribution rate is set annually. Total contributions for this plan approximated 13% of total participants' annual wages and salaries in 2023 and 14% in 2022 and 2021."}
-{"_id": "PG20231119", "title": "PG Defined Contribution Retirement Plans", "text": "We maintain The Procter & Gamble Profit Sharing Trust (Trust) and Employee Stock Ownership Plan (ESOP) to provide a portion of the funding for the U.S. DC plan and other retiree benefits (described below). Operating details of the ESOP are provided at the end of this Note. The fair value of the ESOP Series A shares allocated to participants reduces our cash contribution required to fund the U.S. DC plan."}
-{"_id": "PG20231121", "title": "PG Defined Benefit Retirement Plans and Other Retiree Benefits", "text": "We offer defined benefit retirement pension plans to certain employees. These benefits relate primarily to plans outside the U.S. and, to a lesser extent, plans assumed in previous acquisitions covering U.S. employees."}
-{"_id": "PG20231122", "title": "PG Defined Benefit Retirement Plans and Other Retiree Benefits", "text": "We also provide certain other retiree benefits, primarily health care benefits for the majority of our U.S. employees who become eligible for these benefits when they meet minimum age and service requirements. The plans require cost sharing with retirees and the benefits are funded by ESOP Series B shares and certain other assets contributed by the Company."}
-{"_id": "PG20231123", "title": "PG Defined Benefit Retirement Plans and Other Retiree Benefits", "text": "Amounts in millions of dollars except per share amounts or as otherwise specified."}
-{"_id": "PG20231148", "title": "PG 52 The Procter & Gamble Company", "text": "Obligation and Funded Status. The following provides a reconciliation of benefit obligations, plan assets and funded status of these defined benefit plans: ######Pension Benefits (1)##########Other Retiree Benefits (2)#### Fiscal years ended June 30####2023######2022####2023######2022 CHANGE IN BENEFIT OBLIGATION#################### Benefit obligation at beginning of year (3)##$##12,608####$##18,469##$##3,070####$##4,206 Service cost####173######253####71######86 Interest cost####430######253####142######99 Participants' contributions####13######14####50######67 Amendments (4)####8######5####\u2014######(586) Net actuarial loss/(gain)####(550)######(4,067)####(208)######(586) Special termination benefits####5######4####4######1 Currency translation and other####363######(1,720)####31######51 Benefit payments####(551)######(603)####(227)######(268) BENEFIT OBLIGATION AT END OF YEAR (3)##$##12,499####$##12,608##$##2,933####$##3,070 CHANGE IN PLAN ASSETS################ Fair value of plan assets at beginning of year##$##10,173##$##13,041##$##6,889##$##6,444 Actual return on plan assets####37####(1,233)####482####526 Employer contributions####392####222####42####37 Participants' contributions####13####14####50####67 Currency translation and other####310####(1,268)####1####1 ESOP debt impacts (5)####\u2014####\u2014####87####82 Benefit payments####(551)####(603)####(227)####(268) FAIR VALUE OF PLAN ASSETS AT END OF YEAR##$##10,374##$##10,173##$##7,324##$##6,889 FUNDED STATUS##$##(2,125)##$##(2,435)##$##4,391##$##3,819"}
-{"_id": "PG20231149", "title": "PG 52 The Procter & Gamble Company", "text": "(1)Primarily non-U.S.-based defined benefit retirement plans."}
-{"_id": "PG20231150", "title": "PG 52 The Procter & Gamble Company", "text": "(2)Primarily U.S.-based other postretirement benefit plans."}
-{"_id": "PG20231151", "title": "PG 52 The Procter & Gamble Company", "text": "(3)For the pension benefit plans, the benefit obligation is the projected benefit obligation. For other retiree benefit plans, the benefit obligation is the accumulated postretirement benefit obligation."}
-{"_id": "PG20231152", "title": "PG 52 The Procter & Gamble Company", "text": "(4)For the other retiree benefits, the amendment primarily relates to adjustments in the self-insured U.S. retiree health care program to utilize fully-insured Medicare Advantage Programs impacting fiscal year 2022."}
-{"_id": "PG20231153", "title": "PG 52 The Procter & Gamble Company", "text": "(5)Represents the net impact of ESOP debt service requirements, which is netted against plan assets for other retiree benefits."}
-{"_id": "PG20231154", "title": "PG 52 The Procter & Gamble Company", "text": "The actuarial gain for pension plans in 2023 was primarily related to increases in discount rates, offset by inflation-related pension benefit increases. The actuarial gain for other retiree benefits in 2023 was primarily related to increases in discount rates and a decrease in assumptions for medical claims costs. The actuarial gain for pension plans in 2022 was primarily related to increases in discount rates. The actuarial gain for other retiree benefits in 2022 was primarily related to increases in discount rates, partially offset by unfavorable medical claim experience."}
-{"_id": "PG20231166", "title": "PG 52 The Procter & Gamble Company", "text": "The underfunding of pension benefits is primarily a function of the different funding incentives that exist outside of the U.S. In certain countries, there are no legal requirements or financial incentives provided to companies to pre-fund pension obligations prior to their due date. In these instances, benefit payments are typically paid directly from the Company's cash as they become due. ######Pension Benefits##########Other Retiree Benefits#### As of June 30####2023######2022####2023######2022 CLASSIFICATION OF NET AMOUNT RECOGNIZED#################### Noncurrent assets##$##1,085####$##765##$##5,119####$##4,525 Current liabilities####(94)######(61)####(38)######(34) Noncurrent liabilities####(3,116)######(3,139)####(690)######(672) NET AMOUNT RECOGNIZED##$##(2,125)####$##(2,435)##$##4,391####$##3,819 ########AMOUNTS RECOGNIZED IN ACCUMULATED OTHER COMPREHENSIVE (INCOME)/LOSS (AOCI)############ Net actuarial loss/(gain)##$##1,818####$##1,906##$##(1,160)####$##(1,093) Prior service cost/(credit)####156######170####(787)######(907) NET AMOUNTS RECOGNIZED IN AOCI##$##1,974####$##2,076##$##(1,947)####$##(2,000)"}
-{"_id": "PG20231167", "title": "PG 52 The Procter & Gamble Company", "text": "Amounts in millions of dollars except per share amounts or as otherwise specified."}
-{"_id": "PG20231179", "title": "PG The Procter & Gamble Company 53", "text": "The accumulated benefit obligation for all defined benefit pension plans, which differs from the projected obligation in that it excludes the assumption of future salary increases, was $11.8 billion and $11.9 billion as of June 30, 2023 and 2022, respectively. Information related to the funded status of selected pension and other retiree benefits at June 30 is as follows: As of June 30####2023######2022 ######PENSION PLANS WITH A PROJECTED BENEFIT OBLIGATION IN EXCESS OF PLAN ASSETS#### Projected benefit obligation##$##7,967####$##7,989 Fair value of plan assets####4,758######4,789 ######PENSION PLANS WITH AN ACCUMULATED BENEFIT OBLIGATION IN EXCESS OF PLAN ASSETS#### Accumulated benefit obligation##$##7,442####$##7,191 Fair value of plan assets####4,677######4,433 ######OTHER RETIREE BENEFIT PLANS WITH AN ACCUMULATED BENEFIT OBLIGATION IN EXCESS OF PLAN ASSETS#### Accumulated benefit obligation##$##818####$##808 Fair value of plan assets####89######102"}
-{"_id": "PG20231202", "title": "PG The Procter & Gamble Company 53", "text": "Net Periodic Benefit Cost. Components of the net periodic benefit cost were as follows: ########Pension Benefits##############Other Retiree Benefits#### Fiscal years ended June 30####2023####2022####2021######2023####2022####2021 ##############AMOUNTS RECOGNIZED IN NET PERIODIC BENEFIT COST/(CREDIT)############ Service cost##$##173##$##253##$##275####$##71##$##86##$##94 Interest cost####430####253####240######142####99####114 Expected return on plan assets####(591)####(684)####(783)######(611)####(564)####(508) Amortization of net actuarial loss/(gain)####133####337####423######(7)####11####47 Amortization of prior service cost/(credit)####26####28####25######(125)####(107)####(60) Amortization of net actuarial loss/(gain) due to settlements####\u2014####(5)####5######\u2014####\u2014####\u2014 Special termination benefits####5####4####17######4####1####2 GROSS BENEFIT COST/(CREDIT)####176####186####202######(526)####(474)####(311) Dividends on ESOP preferred stock####\u2014####\u2014####\u2014######\u2014####\u2014####(8) NET PERIODIC BENEFIT COST/(CREDIT)##$##176##$##186##$##202####$##(526)##$##(474)##$##(319) ##############CHANGE IN PLAN ASSETS AND BENEFIT OBLIGATIONS RECOGNIZED IN AOCI############ Net actuarial loss/(gain) - current year##$##4##$##(2,150)########$##(79)##$##(548)#### Prior service cost/(credit) - current year####8####5##########\u2014####(586)#### Amortization of net actuarial loss/(gain)####(133)####(337)##########7####(11)#### Amortization of prior service (cost)/credit####(26)####(28)##########125####107#### Amortization of net actuarial loss/(gain) due to settlements####\u2014####5##########\u2014####\u2014#### Currency translation and other####45####(486)##########\u2014####13#### TOTAL CHANGE IN AOCI####(102)####(2,991)##########53####(1,025)#### NET AMOUNTS RECOGNIZED IN PERIODIC BENEFIT COST/(CREDIT) AND AOCI##$##74##$##(2,805)########$##(473)##$##(1,499)####"}
-{"_id": "PG20231203", "title": "PG The Procter & Gamble Company 53", "text": "The service cost component of the net periodic benefit cost is included in the Consolidated Statements of Earnings in Cost of products sold and SG&A. All other components are included in the Consolidated Statements of Earnings in Other non-operating income/(expense), net, unless otherwise noted."}
-{"_id": "PG20231204", "title": "PG The Procter & Gamble Company 53", "text": "Amounts in millions of dollars except per share amounts or as otherwise specified."}
-{"_id": "PG20231214", "title": "PG 54 The Procter & Gamble Company", "text": "Assumptions. We determine our actuarial assumptions on an annual basis. These assumptions are weighted to reflect each country that may have an impact on the cost of providing retirement benefits. The weighted average assumptions used to determine benefit obligations recorded on the Consolidated Balance Sheets as of June 30, 2023 and 2022, were as follows: (1) ######Pension Benefits##########Other Retiree Benefits#### As of June 30##2023######2022####2023######2022## Discount rate##4.2##%####3.7##%##5.6##%####5.0##% Rate of compensation increase##2.9##%####2.8##%##N/A######N/A## Interest crediting rate for cash balance plans##4.3##%####4.3##%##N/A######N/A## Health care cost trend rates assumed for next year##N/A######N/A####6.1##%####6.4##% Rate to which the health care cost trend rate is assumed to decline (ultimate trend rate)##N/A######N/A####4.5##%####4.5##% Year that the rate reaches the ultimate trend rate##N/A######N/A####2028######2028##"}
-{"_id": "PG20231215", "title": "PG 54 The Procter & Gamble Company", "text": "(1)Determined as of end of fiscal year."}
-{"_id": "PG20231222", "title": "PG 54 The Procter & Gamble Company", "text": "The weighted average assumptions used to determine net benefit cost recorded on the Consolidated Statement of Earnings for the fiscal years ended June 30 were as follows: (1) ######Pension Benefits############Other Retiree Benefits###### Fiscal years ended June 30##2023####2022####2021####2023####2022####2021## Discount rate##3.7##%##1.7##%##1.5##%##5.0##%##3.2##%##3.1##% Expected return on plan assets##5.9##%##5.5##%##6.5##%##8.4##%##8.4##%##8.4##% Rate of compensation increase##2.8##%##2.7##%##2.5##%##N/A####N/A####N/A## Interest crediting rate for cash balance plans##4.3##%##4.4##%##4.4##%##N/A####N/A####N/A##"}
-{"_id": "PG20231223", "title": "PG 54 The Procter & Gamble Company", "text": "(1)Determined as of beginning of fiscal year."}
-{"_id": "PG20231224", "title": "PG 54 The Procter & Gamble Company", "text": "For plans that make up the majority of our obligation, the Company calculates the benefit obligation and the related impacts on service and interest costs using specific spot rates along the corporate bond yield curve. For the remaining plans, the Company determines these amounts utilizing a single weighted average discount rate derived from the corporate bond yield curve used to measure the plan obligations."}
-{"_id": "PG20231225", "title": "PG 54 The Procter & Gamble Company", "text": "Several factors are considered in developing the estimate for the long-term expected rate of return on plan assets. For the defined benefit retirement plans, these factors include historical rates of return of broad equity and bond indices and projected long-term rates of return obtained from pension investment consultants. The expected long-term rates of return for plan assets are 8 - 9% for equities and 3 - 5% for bonds. For other retiree benefit plans, the expected long-term rate of return reflects that the assets are comprised primarily of Company stock. The expected rate of return on Company stock is based on the long-term projected return of 8.5% and reflects the historical pattern of returns."}
-{"_id": "PG20231226", "title": "PG 54 The Procter & Gamble Company", "text": "Plan Assets. Our investment objective for defined benefit retirement plan assets is to meet the plans' benefit obligations and to improve plan self-sufficiency for future benefit obligations. The investment strategies focus on asset class diversification, liquidity to meet benefit payments and an appropriate balance of long-term investment return and risk. Target ranges for asset allocations are determined by assessing different investment risks and matching the actuarial projections of the plans' future liabilities and benefit payments with current as well as expected long-term rates of return on the assets, taking into account investment return volatility and correlations across asset classes. Plan assets are diversified across several investment managers and are generally invested in liquid funds that are selected to track broad market equity and bond indices. Investment risk is carefully controlled with plan assets rebalanced to target allocations on a periodic basis and with continual monitoring of investment managers' performance relative to the investment guidelines established with each investment manager."}
-{"_id": "PG20231234", "title": "PG 54 The Procter & Gamble Company", "text": "Our target asset allocation for the fiscal year ended June 30, 2023, and actual asset allocation by asset category as of June 30, 2023 and 2022, were as follows: ######Target Asset Allocation################Actual Asset Allocation at June 30########## ##Pension Benefits######Other Retiree Benefits########Pension Benefits############Other Retiree Benefits#### Asset Category############2023######2022######2023######2022## Cash##1##%####2##%##1##%####1##%####2##%####2##% Debt securities##59##%####\u2014##%##60##%####58##%####1##%####1##% Equity securities##40##%####98##%##39##%####41##%####97##%####97##% TOTAL##100##%####100##%##100##%####100##%####100##%####100##%"}
-{"_id": "PG20231235", "title": "PG 54 The Procter & Gamble Company", "text": "The following table sets forth the fair value of the Company's plan assets as of June 30, 2023 and 2022, segregated by level within the fair value hierarchy (refer to Note 9 for further discussion on the fair value hierarchy and fair value principles)."}
-{"_id": "PG20231236", "title": "PG 54 The Procter & Gamble Company", "text": "Amounts in millions of dollars except per share amounts or as otherwise specified."}
-{"_id": "PG20231249", "title": "PG The Procter & Gamble Company 55", "text": "Investments valued using net asset value as a practical expedient are not valued using the fair value hierarchy, but rather valued using the net asset value reported by the managers of the funds and as supported by the unit prices of actual purchase and sale transactions. ######Pension Benefits##########Other Retiree Benefits#### As of June 30##Fair Value Hierarchy Level####2023####2022##Fair Value Hierarchy Level####2023####2022 ASSETS AT FAIR VALUE#################### Cash and cash equivalents##1##$##54##$##78##1##$##148##$##130 Company common stock######\u2014####\u2014##1####368####319 Company preferred stock (1)######\u2014####\u2014##2####6,721####6,340 Fixed income securities (2)##2####1,190####1,545######\u2014####\u2014 Insurance contracts (3)##3####93####94######\u2014####\u2014 TOTAL ASSETS IN THE FAIR VALUE HIERARCHY######1,337####1,717######7,237####6,789 Investments valued at net asset value (4)######9,037####8,456######87####100 TOTAL ASSETS AT FAIR VALUE####$##10,374####10,173####$##7,324####6,889"}
-{"_id": "PG20231250", "title": "PG The Procter & Gamble Company 55", "text": "(1)Company preferred stock is valued based on the value of Company common stock and is presented net of ESOP debt discussed below."}
-{"_id": "PG20231251", "title": "PG The Procter & Gamble Company 55", "text": "(2)Fixed income securities are estimated by using pricing models or quoted prices of securities with similar characteristics."}
-{"_id": "PG20231252", "title": "PG The Procter & Gamble Company 55", "text": "(3)Fair values of insurance contracts are valued based on either their cash equivalent value or models that project future cash flows and discount the future amounts to a present value using market-based observable inputs, including credit risk and interest rate curves. The activity for Level 3 assets is not significant for all years presented."}
-{"_id": "PG20231253", "title": "PG The Procter & Gamble Company 55", "text": "(4)Investments valued using net asset value as a practical expedient are primarily equity and fixed income collective funds."}
-{"_id": "PG20231254", "title": "PG The Procter & Gamble Company 55", "text": "Cash Flows. Management's best estimate of cash requirements and discretionary contributions for the defined benefit retirement plans and other retiree benefit plans for the fiscal year ending June 30, 2024, is $206 and $52, respectively. Expected contributions are dependent on many variables, including the variability of the market value of the plan assets as compared to the benefit obligation and other market or regulatory conditions. In addition, we take into consideration our business investment opportunities and resulting cash requirements. Accordingly, actual funding may differ significantly from current estimates."}
-{"_id": "PG20231263", "title": "PG The Procter & Gamble Company 55", "text": "Total benefit payments expected to be paid to participants, which include payments funded from the Company's assets and payments from the plans are as follows: Fiscal years ending June 30####Pension Benefits####Other Retiree Benefits ##EXPECTED BENEFIT PAYMENTS###### 2024##$##648##$##179 2025####633####186 2026####632####189 2027####652####196 2028####704####202 2029 - 2033####3,800####1,102"}
-{"_id": "PG20231265", "title": "PG Employee Stock Ownership Plan", "text": "We maintain the ESOP to provide funding for certain employee benefits discussed in the preceding paragraphs."}
-{"_id": "PG20231266", "title": "PG Employee Stock Ownership Plan", "text": "The ESOP borrowed $1.0 billion in 1989 and the proceeds were used to purchase Series A ESOP Convertible Class A Preferred Stock to fund a portion of the U.S. DC plan. Principal and interest requirements of the borrowing were paid by the Trust from dividends on the preferred shares and from advances provided by the Company. The original borrowing of $1.0 billion has been repaid in full, and advances from the Company of $8 remain outstanding at June 30, 2023. Each share is convertible at the option of the holder into one share of the Company's common stock. The dividend for the current year was equal to the common stock dividend of $3.68 per share. The liquidation value is $6.82 per share."}
-{"_id": "PG20231267", "title": "PG Employee Stock Ownership Plan", "text": "In 1991, the ESOP borrowed an additional $1.0 billion. The proceeds were used to purchase Series B ESOP Convertible Class A Preferred Stock to fund a portion of retiree health care benefits. These shares, net of the ESOP's debt, are considered plan assets of the other retiree benefits plan discussed above. The original borrowings of $1.0 billion were repaid in 2021. Debt service requirements were funded by preferred stock dividends, cash contributions and advances provided by the Company, of which $814 are outstanding at June 30, 2023. Each share is convertible at the option of the holder into one share of the Company's common stock. The dividend for the current year was equal to the common stock dividend of $3.68 per share. The liquidation value is $12.96 per share."}
-{"_id": "PG20231268", "title": "PG Employee Stock Ownership Plan", "text": "Amounts in millions of dollars except per share amounts or as otherwise specified."}
-{"_id": "PG20231270", "title": "PG 56 The Procter & Gamble Company", "text": "Our ESOP accounting practices are consistent with current ESOP accounting guidance, including the permissible continuation of certain provisions from prior accounting guidance. ESOP debt, which was guaranteed by the Company, was recorded as debt with an offset to the Reserve for ESOP debt retirement, which is presented within Shareholders' equity. Advances to the ESOP by the Company are recorded as an increase in the Reserve for ESOP debt retirement. Interest incurred on the ESOP debt was recorded as Interest expense. Dividends on all preferred shares are charged to Retained earnings."}
-{"_id": "PG20231278", "title": "PG 56 The Procter & Gamble Company", "text": "The series A and B preferred shares of the ESOP are allocated to employees based on debt service requirements. The number of preferred shares outstanding at June 30 was as follows: Shares in thousands##2023##2022##2021 Allocated##24,449##25,901##27,759 Unallocated##535##1,123##1,769 TOTAL SERIES A##24,984##27,024##29,528 Allocated##32,172##30,719##29,203 Unallocated##17,867##20,120##22,349 TOTAL SERIES B##50,039##50,839##51,552"}
-{"_id": "PG20231279", "title": "PG 56 The Procter & Gamble Company", "text": "For purposes of calculating diluted net earnings per common share, the preferred shares held by the ESOP are considered converted from inception."}
-{"_id": "PG20231282", "title": "PG RISK MANAGEMENT ACTIVITIES AND FAIR VALUE MEASUREMENTS", "text": "As a multinational company with diverse product offerings, we are exposed to market risks, such as changes in interest rates, currency exchange rates and commodity prices. We evaluate exposures on a centralized basis to take advantage of natural exposure correlation and netting. To the extent we choose to manage volatility associated with the net exposures, we enter into various financial transactions that we account for using the applicable accounting guidance for derivative instruments and hedging activities. These financial transactions are governed by our policies covering acceptable counterparty exposure, instrument types and other hedging practices."}
-{"_id": "PG20231283", "title": "PG RISK MANAGEMENT ACTIVITIES AND FAIR VALUE MEASUREMENTS", "text": "If the Company elects to do so and if the instrument meets certain specified accounting criteria, management designates derivative instruments as cash flow hedges, fair value hedges or net investment hedges. We record derivative instruments at fair value and the accounting for changes in the fair value depends on the intended use of the derivative, the resulting designation and the effectiveness of the instrument in offsetting the risk exposure it is designed to hedge. We generally have a high degree of effectiveness between the exposure being hedged and the hedging instrument."}
-{"_id": "PG20231285", "title": "PG Credit Risk Management", "text": "We have counterparty credit guidelines and normally enter into transactions with investment grade financial institutions, to the extent commercially viable. Counterparty exposures are monitored daily and downgrades in counterparty credit ratings are reviewed on a timely basis. We have not incurred, and do not expect to incur, material credit losses on our risk management or other financial instruments."}
-{"_id": "PG20231286", "title": "PG Credit Risk Management", "text": "Substantially all of the Company's financial instruments used in hedging transactions are governed by industry standard netting and collateral agreements with counterparties. If the Company's credit rating were to fall below the levels stipulated in the agreements, the counterparties could demand either collateralization or termination of the arrangements. The aggregate fair value of the instruments covered by these contractual features that are in a net liability position was $1,088 and $219 as of June 30, 2023 and 2022, respectively. The Company has not been required to post collateral as a result of these contractual features."}
-{"_id": "PG20231288", "title": "PG Interest Rate Risk Management", "text": "Our policy is to manage interest cost using a mixture of fixed-rate and variable-rate debt. To manage this risk in a cost-efficient manner, we enter into interest rate swaps whereby we agree to exchange with the counterparty, at specified intervals, the difference between fixed and variable interest amounts calculated by reference to a notional amount."}
-{"_id": "PG20231289", "title": "PG Interest Rate Risk Management", "text": "We designate certain interest rate swaps on fixed rate debt that meet specific accounting criteria as fair value hedges. For fair value hedges, the changes in the fair value of both the hedging instruments and the underlying debt obligations are immediately recognized in earnings."}
-{"_id": "PG20231291", "title": "PG Foreign Currency Risk Management", "text": "We manufacture and sell our products and finance our operations in a number of countries throughout the world. As a result, we are exposed to movements in foreign currency exchange rates. We leverage the Company\u2019s diversified portfolio of exposures as a natural hedge. In certain cases, we enter into non-qualifying foreign currency contracts to hedge certain balance sheet items subject to revaluation. The change in fair value of these instruments and the underlying exposure are both immediately recognized in earnings."}
-{"_id": "PG20231292", "title": "PG Foreign Currency Risk Management", "text": "Amounts in millions of dollars except per share amounts or as otherwise specified."}
-{"_id": "PG20231294", "title": "PG The Procter & Gamble Company 57", "text": "To manage exchange rate risk related to our intercompany financing, we primarily use forward contracts and currency swaps. The change in fair value of these non-qualifying instruments is immediately recognized in earnings, substantially offsetting the foreign currency mark-to-market impact of the related exposure."}
-{"_id": "PG20231296", "title": "PG Net Investment Hedging", "text": "We hedge certain net investment positions in foreign subsidiaries. To accomplish this, we either borrow directly in foreign currencies and designate all or a portion of the foreign currency debt as a hedge of the applicable net investment position or we enter into foreign currency swaps that are designated as hedges of net investments. The time value component of the net investment hedge currency swaps is excluded from the assessment of hedge effectiveness. Changes in the fair value of the swap, including changes in the fair value of the excluded time value component, are recognized in OCI and offset the value of the net investment being hedged. The time value component is subsequently reported in income on a systematic basis."}
-{"_id": "PG20231298", "title": "PG Commodity Risk Management", "text": "Certain raw materials used in our products or production processes are subject to price volatility caused by weather, supply conditions, political and economic variables and other unpredictable factors. As of and during the fiscal years ended June 30, 2023 and 2022, we did not have any financial commodity hedging activity."}
-{"_id": "PG20231300", "title": "PG Insurance", "text": "We self-insure for most insurable risks. However, we purchase insurance for Directors and Officers Liability and certain other coverage where it is required by law or by contract."}
-{"_id": "PG20231305", "title": "PG Fair Value Hierarchy", "text": "Accounting guidance on fair value measurements for certain financial assets and liabilities requires that financial assets and liabilities carried at fair value be classified and disclosed in one of the following categories: \u2022Level 1: Quoted market prices in active markets for identical assets or liabilities. \u2022Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. \u2022Level 3: Unobservable inputs reflecting the reporting entity's own assumptions or external inputs from inactive markets."}
-{"_id": "PG20231306", "title": "PG Fair Value Hierarchy", "text": "The Company had no significant activity with Level 3 assets and liabilities during the periods presented. When applying fair value principles in the valuation of assets and liabilities, we are required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The Company has not changed its valuation techniques used in measuring the fair value of any financial assets or liabilities during the year."}
-{"_id": "PG20231307", "title": "PG Fair Value Hierarchy", "text": "When active market quotes are not available for financial assets and liabilities, we use industry standard valuation models. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including credit risk, interest rate curves and forward and spot prices for currencies. In circumstances where market-based observable inputs are not available, management judgment is used to develop assumptions to estimate fair value."}
-{"_id": "PG20231309", "title": "PG Assets and Liabilities Measured at Fair Value", "text": "Cash equivalents were $6.8 billion and $6.0 billion as of June 30, 2023 and 2022, respectively, and are classified as Level 1 within the fair value hierarchy. The Company had no other material investments in debt or equity securities during the periods presented."}
-{"_id": "PG20231310", "title": "PG Assets and Liabilities Measured at Fair Value", "text": "The fair value of long-term debt was $26.9 billion and $25.7 billion as of June 30, 2023 and 2022, respectively. This includes the current portion of long-term debt instruments ($3.9 billion as of June 30, 2023, and $3.6 billion as of June 30, 2022). Certain long-term debt (debt designated as a fair value hedge) is recorded at fair value. All other long-term debt is recorded at amortized cost but is measured at fair value for disclosure purposes. We consider our debt to be Level 2 in the fair value hierarchy. Fair values are generally estimated based on quoted market prices for identical or similar instruments."}
-{"_id": "PG20231311", "title": "PG Assets and Liabilities Measured at Fair Value", "text": "Amounts in millions of dollars except per share amounts or as otherwise specified."}
-{"_id": "PG20231324", "title": "PG Disclosures about Financial Instruments", "text": "The notional amounts and fair values of financial instruments used in hedging transactions as of June 30, 2023 and 2022, are as follows: ######Notional Amount##########Fair Value Asset##########Fair Value (Liability)#### As of June 30####2023######2022####2023######2022####2023######2022 ########DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS###################### Interest rate contracts##$##4,044####$##4,972##$##\u2014####$##3##$##(445)####$##(307) ########DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS###################### Foreign currency interest rate contracts##$##11,005####$##7,943##$##26####$##561##$##(631)####$##(1) TOTAL DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS##$##15,049####$##12,915##$##26####$##564##$##(1,076)####$##(308) ########DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS###################### Foreign currency contracts##$##3,489####$##5,625##$##7####$##6##$##(42)####$##(61) TOTAL DERIVATIVES AT FAIR VALUE##$##18,538####$##18,540##$##33####$##570##$##(1,118)####$##(369)"}
-{"_id": "PG20231325", "title": "PG Disclosures about Financial Instruments", "text": "The fair value of the interest rate derivative asset/liability directly offsets the cumulative amount of the fair value hedging adjustment included in the carrying amount of the underlying debt obligation. The carrying amount of the underlying debt obligation, which includes the unamortized discount or premium and the fair value adjustment, was $3.6 billion and $4.7 billion as of June 30, 2023 and 2022, respectively. In addition to the foreign currency derivative contracts designated as net investment hedges, certain of our foreign currency denominated debt instruments are designated as net investment hedges. The carrying value of those debt instruments designated as net investment hedges, which includes the adjustment for the foreign currency transaction gain or loss on those instruments, was $11.8 billion and $11.2 billion as of June 30, 2023 and 2022, respectively. The increase in the notional balance of derivative instruments designated as net investment hedges is primarily driven by the Company\u2019s decision to leverage favorable interest rate spreads in the foreign currency swap market. The decrease in the notional balance of foreign currency contracts not designated as hedging instruments reflects changes in the level of intercompany financing activity during the period."}
-{"_id": "PG20231326", "title": "PG Disclosures about Financial Instruments", "text": "Derivative assets are presented in Prepaid expenses and other current assets or Other noncurrent assets. Derivative liabilities are presented in Accrued and other liabilities or Other noncurrent liabilities. Changes in the fair value of net investment hedges are recognized in the Foreign currency translation component of Other comprehensive income (OCI). All of the Company's derivative assets and liabilities measured at fair value are classified as Level 2 within the fair value hierarchy."}
-{"_id": "PG20231331", "title": "PG Disclosures about Financial Instruments", "text": "Before tax gains/(losses) on our financial instruments in hedging relationships are categorized as follows: ########Amount of Gain/(Loss) Recognized in OCI on Derivatives#### Fiscal years ended June 30####2023########2022 ######DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS (1) (2)###### Foreign currency interest rate contracts##$##(544)######$##1,033"}
-{"_id": "PG20231332", "title": "PG Disclosures about Financial Instruments", "text": "(1)For the derivatives in net investment hedging relationships, the amount of gain excluded from effectiveness testing, which was recognized in earnings, was $238 and $73 for the fiscal years ended June 30, 2023 and 2022, respectively."}
-{"_id": "PG20231339", "title": "PG Disclosures about Financial Instruments", "text": "(2)In addition to the foreign currency derivative contracts designated as net investment hedges, certain of our foreign currency denominated debt instruments are designated as net investment hedges. The amount of gain/(loss) recognized in AOCI for such instruments was $(315) and $1,639, for the fiscal years ended June 30, 2023 and 2022, respectively. ########Amount of Gain/(Loss) Recognized in Earnings#### Fiscal years ended June 30####2023########2022 ######DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS###### Interest rate contracts##$##(141)######$##(450) ######DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS###### Foreign currency contracts##$##(97)######$##(149)"}
-{"_id": "PG20231340", "title": "PG Disclosures about Financial Instruments", "text": "The loss on the derivatives in fair value hedging relationships is fully offset by the mark-to-market impact of the related exposure. These are both recognized in the Consolidated Statement of Earnings in Interest Expense. The loss on derivatives not designated as hedging instruments is substantially offset by the currency mark-to-market of the related exposure. These are both recognized in the Consolidated Statements of Earnings in SG&A."}
-{"_id": "PG20231341", "title": "PG Disclosures about Financial Instruments", "text": "Amounts in millions of dollars except per share amounts or as otherwise specified."}
-{"_id": "PG20231351", "title": "PG SHORT-TERM AND LONG-TERM DEBT", "text": " As of June 30####2023########2022## ########DEBT DUE WITHIN ONE YEAR###### Current portion of long-term debt##$####3,951####$####3,647 Commercial paper####6,236########4,805## Other####42########193## TOTAL##$####10,229####$####8,645 Weighted average interest rate of debt due within one year (1)####4.2##%######0.8##%"}
-{"_id": "PG20231386", "title": "PG SHORT-TERM AND LONG-TERM DEBT", "text": "(1)Weighted average interest rate of debt due within one year includes the effects of interest rate swaps discussed in Note 9. As of June 30####2023######2022## LONG-TERM DEBT############ 3.10% USD note due August 2023##$####1,000##$####1,000 1.13% EUR note due November 2023####1,359######1,306## 0.50% EUR note due October 2024####544######523## 0.63% EUR note due October 2024####870######836## 0.55% USD note due October 2025####1,000######1,000## 4.10% USD note due January 2026####650######\u2014## 2.70% USD note due February 2026####600######600## 1.00% USD note due April 2026####1,000######1,000## 3.25% EUR note due August 2026####707######\u2014## 2.45% USD note due November 2026####875######875## 1.90% USD note due February 2027####1,000######1,000## 2.80% USD note due March 2027####500######500## 4.88% EUR note due May 2027####1,087######1,045## 2.85% USD note due August 2027####750######750## 3.95% USD note due January 2028####600######\u2014## 1.20% EUR note due October 2028####870######836## 1.25% EUR note due October 2029####544######523## 3.00% USD note due March 2030####1,500######1,500## 0.35% EUR note due May 2030####544######523## 1.20% USD note due October 2030####1,250######1,250## 1.95% USD note due April 2031####1,000######1,000## 3.25% EUR note due August 2031####707######\u2014## 2.30% USD note due February 2032####850######850## 4.05% USD note due January 2033####850######\u2014## 5.55% USD note due March 2037####716######716## 1.88% EUR note due October 2038####544######523## 3.55% USD note due March 2040####516######516## 0.90% EUR note due November 2041####652######627## All other long-term debt####5,244######7,196## Current portion of long-term debt####(3,951)######(3,647)## TOTAL##$####24,378##$####22,848 Weighted average interest rate of long-term debt (1)####2.9%######2.2%##"}
-{"_id": "PG20231387", "title": "PG SHORT-TERM AND LONG-TERM DEBT", "text": "(1)Weighted average interest rate of long-term debt includes the effects of interest rate swaps discussed in Note 9."}
-{"_id": "PG20231388", "title": "PG SHORT-TERM AND LONG-TERM DEBT", "text": "Amounts in millions of dollars except per share amounts or as otherwise specified."}
-{"_id": "PG20231392", "title": "PG 60 The Procter & Gamble Company", "text": "Long-term debt maturities during the next five fiscal years are as follows: Fiscal years ending June 30##2024##2025##2026##2027##2028 Debt maturities##$3,951##$1,954##$3,364##$4,368##$1,380"}
-{"_id": "PG20231408", "title": "PG ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)", "text": "The table below presents the changes in Accumulated other comprehensive income/(loss) attributable to Procter & Gamble (AOCI), including the reclassifications out of AOCI by component: ##########Changes in Accumulated Other Comprehensive Income/(Loss) by Component######## ####Investment Securities####Post-retirement Benefit Plans######Foreign Currency Translation####Total AOCI BALANCE at JUNE 30, 2021##$##15##$##(2,963)####$##(10,796)##$##(13,744) OCI before reclassifications (1)####4####2,797######(1,451)####1,350 Amounts reclassified to the Consolidated Statement of Earnings (2)####1####195######1####197 Net current period OCI####5####2,992######(1,450)####1,547 Less: OCI attributable to non-controlling interests####\u2014####2######(10)####(8) BALANCE at JUNE 30, 2022####20####27######(12,236)####(12,189) OCI before reclassifications (3)####(7)####21######(71)####(57) Amounts reclassified to the Consolidated Statement of Earnings (4)####\u2014####19######\u2014####19 Net current period OCI####(7)####40######(71)####(38) Less: OCI attributable to non-controlling interests####\u2014####\u2014######(7)####(7) BALANCE at JUNE 30, 2023##$##13##$##67####$##(12,300)##$##(12,220)"}
-{"_id": "PG20231409", "title": "PG ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)", "text": "(1)Net of tax (benefit)/expense of $1, $953 and $515 for gains/losses on investment securities, postretirement benefit plans and foreign currency translation, respectively, for the period ended June 30, 2022. Income tax effects within foreign currency translation include impacts from items such as net investment hedge transactions."}
-{"_id": "PG20231410", "title": "PG ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)", "text": "(2)Net of tax (benefit)/expense of $0, $69 and $0 for gains/losses on investment securities, postretirement benefit plans and foreign currency translation, respectively, for the period ended June 30, 2022."}
-{"_id": "PG20231411", "title": "PG ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)", "text": "(3)Net of tax (benefit)/expense of $(2), $1 and $(197) for gains/losses on investment securities, postretirement benefit plans and foreign currency translation, respectively, for the period ended June 30, 2023. Income tax effects within foreign currency translation include impacts from items such as net investment hedge transactions."}
-{"_id": "PG20231412", "title": "PG ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)", "text": "(4)Net of tax (benefit)/expense of $0, $8 and $0 for gains/losses on investment securities, postretirement benefit plans and foreign currency translation, respectively, for the period ended June 30, 2023."}
-{"_id": "PG20231415", "title": "PG ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)", "text": "The below provides additional details on amounts reclassified from AOCI into the Consolidated Statement of Earnings: \u2022Investment securities: amounts reclassified from AOCI into Other non-operating income, net. \u2022Postretirement benefit plans: amounts reclassified from AOCI into Other non-operating income, net and included in the computation of net periodic postretirement costs (see Note 8)."}
-{"_id": "PG20231418", "title": "PG LEASES", "text": "The Company determines whether a contract contains a lease at the inception of a contract by determining if the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. We lease certain real estate, machinery, equipment, vehicles and office equipment for varying periods. Many of these leases include an option to either renew or terminate the lease. For purposes of calculating lease liabilities, these options are included within the lease term when it has become reasonably certain that the Company will exercise such options. The incremental borrowing rate utilized to calculate our lease liabilities is based on the information available at commencement date, as most of the leases do not provide an implicit borrowing rate. Our operating lease agreements do not contain any material guarantees or restrictive covenants. The Company does not have any material finance leases or sublease activities. Short-term leases, defined as leases with initial terms of 12 months or less, are not reflected on the Consolidated Balance Sheets. Lease expense for such short-term leases is not material. The most significant assets in our leasing portfolio relate to real estate and vehicles. For purposes of calculating lease liabilities for such leases, we have combined lease and non-lease components."}
-{"_id": "PG20231419", "title": "PG LEASES", "text": "Amounts in millions of dollars except per share amounts or as otherwise specified."}
-{"_id": "PG20231425", "title": "PG The Procter & Gamble Company 61", "text": "The components of the Company\u2019s total operating lease cost for the fiscal years ended June 30, 2023, 2022 and 2021, were as follows: Fiscal years ended June 30####2023####2022####2021 Operating lease cost##$##229##$##220##$##245 Variable lease cost (1)####79####89####75 Total lease cost##$##308##$##309##$##320"}
-{"_id": "PG20231426", "title": "PG The Procter & Gamble Company 61", "text": "(1)Includes primarily costs for utilities, common area maintenance, property taxes and other operating costs associated with operating leases that are not included in the lease liability and are recognized in the period in which they are incurred."}
-{"_id": "PG20231437", "title": "PG The Procter & Gamble Company 61", "text": "Supplemental balance sheet and other information related to leases is as follows: As of June 30####2023########2022## Operating leases:############## Right-of-use assets (Other noncurrent assets)##$####781####$####760 Current lease liabilities (Accrued and other liabilities)####222########205## Noncurrent lease liabilities (Other noncurrent liabilities)####595########595## Total operating lease liabilities##$####817####$####800 ########Weighted average remaining lease term:###### Operating leases####6.2 years########6.4 years## ########Weighted average discount rate:###### Operating leases####3.5##%######3.2##%"}
-{"_id": "PG20231449", "title": "PG The Procter & Gamble Company 61", "text": "At June 30, 2023, future payments of operating lease liabilities were as follows: ####Operating Leases ####June 30, 2023 1 year##$##222 2 years####185 3 years####137 4 years####100 5 years####71 Over 5 years####196 Total lease payments####911 Less: Interest####(94) Present value of lease liabilities##$##817"}
-{"_id": "PG20231450", "title": "PG The Procter & Gamble Company 61", "text": "Total cash paid for amounts included in the measurement of lease liabilities was $233 and $228 for the fiscal years ended June 30, 2023 and 2022, respectively."}
-{"_id": "PG20231451", "title": "PG The Procter & Gamble Company 61", "text": "The right-of-use assets obtained in exchange for lease liabilities were $213 and $217 for the fiscal years ended June 30, 2023 and 2022, respectively."}
-{"_id": "PG20231455", "title": "PG Guarantees", "text": "In conjunction with certain transactions, primarily divestitures, we may provide routine indemnifications (e.g., indemnification for representations and warranties and retention of previously existing environmental, tax and employee liabilities) for which terms range in duration and, in some circumstances, are not explicitly defined. The maximum obligation under some indemnifications is also not explicitly stated and, as a result, the overall amount of these obligations cannot be reasonably estimated. We have not made significant payments for these indemnifications. We believe that if we were to incur a loss on any of these matters, the loss would not have a material effect on our financial position, results of operations or cash flows."}
-{"_id": "PG20231456", "title": "PG Guarantees", "text": "Amounts in millions of dollars except per share amounts or as otherwise specified."}
-{"_id": "PG20231458", "title": "PG 62 The Procter & Gamble Company", "text": "In certain situations, we guarantee loans for suppliers and customers. The total amount of guarantees issued under such arrangements is not material."}
-{"_id": "PG20231460", "title": "PG Off-Balance Sheet Arrangements", "text": "We do not have off-balance sheet financing arrangements, including variable interest entities, that have a material impact on our financial statements."}
-{"_id": "PG20231464", "title": "PG Purchase Commitments", "text": "We have purchase commitments for materials, supplies, services and property, plant and equipment as part of the normal course of business. Commitments made under take-or-pay obligations are as follows: Fiscal years ending June 30####2024####2025####2026####2027####2028####Thereafter Purchase obligations##$##1,169##$##597##$##379##$##314##$##168##$##362"}
-{"_id": "PG20231465", "title": "PG Purchase Commitments", "text": "Such amounts represent minimum commitments under take-or-pay agreements with suppliers and are in line with expected usage. These amounts include purchase commitments related to service contracts for information technology, human resources management and facilities management activities that have been outsourced to third-party suppliers. Due to the proprietary nature of many of our materials and processes, certain supply contracts contain penalty provisions for early termination. We do not expect to incur penalty payments under these provisions that would materially affect our financial position, results of operations or cash flows."}
-{"_id": "PG20231467", "title": "PG Litigation", "text": "We are subject, from time to time, to certain legal proceedings and claims arising out of our business, which cover a wide range of matters, including antitrust and trade regulation, product liability, advertising, contracts, environmental, patent and trademark matters, labor and employment matters and tax. While considerable uncertainty exists, in the opinion of management and our counsel, the ultimate resolution of the various lawsuits and claims will not materially affect our financial position, results of operations or cash flows."}
-{"_id": "PG20231468", "title": "PG Litigation", "text": "We are also subject to contingencies pursuant to environmental laws and regulations that in the future may require us to take action to correct the effects on the environment of prior manufacturing and waste disposal practices. Based on currently available information, we do not believe the ultimate resolution of environmental remediation will materially affect our financial position, results of operations or cash flows."}
-{"_id": "PG20231469", "title": "PG Litigation", "text": "Changes in and Disagreements with Accountants on Accounting and Financial Disclosure"}
-{"_id": "PG20231470", "title": "PG Litigation", "text": "Not applicable."}
-{"_id": "PG20231472", "title": "PG Controls and Procedures", "text": "Evaluation of Disclosure Controls and Procedures."}
-{"_id": "PG20231473", "title": "PG Controls and Procedures", "text": "The Company's Chairman of the Board, President and Chief Executive Officer, Jon R. Moeller, and the Company's Chief Financial Officer, Andre Schulten, performed an evaluation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (Exchange Act)) as of the end of the period covered by this Annual Report on Form 10-K."}
-{"_id": "PG20231474", "title": "PG Controls and Procedures", "text": "Messrs. Moeller and Schulten have concluded that the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2) accumulated and communicated to our management, including Messrs. Moeller and Schulten, to allow their timely decisions regarding required disclosure."}
-{"_id": "PG20231475", "title": "PG Controls and Procedures", "text": "Reports on Internal Control over Financial Reporting."}
-{"_id": "PG20231476", "title": "PG Controls and Procedures", "text": "The information required by this item is incorporated by reference to \"Management's Report on Internal Control over Financial Reporting\" and \"Report of Independent Registered Public Accounting Firm\" included in Item 8 of this Form 10-K."}
-{"_id": "PG20231477", "title": "PG Controls and Procedures", "text": "Changes in Internal Control over Financial Reporting."}
-{"_id": "PG20231478", "title": "PG Controls and Procedures", "text": "There were no changes in our internal control over financial reporting that occurred during the Company's fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting."}
-{"_id": "PG20231480", "title": "PG Other Information", "text": "Not applicable."}
-{"_id": "PG20231482", "title": "PG Disclosure Regarding Foreign Jurisdictions that Prevent Inspections", "text": "Not applicable."}
-{"_id": "PG20231483", "title": "PG Disclosure Regarding Foreign Jurisdictions that Prevent Inspections", "text": "Amounts in millions of dollars except per share amounts or as otherwise specified."}
-{"_id": "PG20231486", "title": "PG Directors, Executive Officers and Corporate Governance", "text": "The Board of Directors has determined that the following members of the Audit Committee are independent and are Audit Committee financial experts as defined by SEC rules: Ms. Patricia A. Woertz (Chair) and Ms. Christine M. McCarthy."}
-{"_id": "PG20231487", "title": "PG Directors, Executive Officers and Corporate Governance", "text": "The information required by this item is incorporated by reference to the following sections of the 2023 Proxy Statement filed pursuant to Regulation 14A, which will be filed no later than 120 days after June 30, 2023: the section entitled Election of Directors; the subsection of the Corporate Governance section entitled Board Meetings and Committees of the Board; the subsection of the Corporate Governance section entitled Code of Ethics; and the subsection of the Other Matters section entitled Shareholder Recommendations or Nominations of Director Candidates. Pursuant to the Instruction to Item 401 of Regulation S-K, Executive Officers of the Registrant are reported in Part I of this report."}
-{"_id": "PG20231489", "title": "PG Executive Compensation", "text": "The information required by this item is incorporated by reference to the following sections of the 2023 Proxy Statement filed pursuant to Regulation 14A, which will be filed no later than 120 days after June 30, 2023: the subsections of the Corporate Governance section entitled Board Meetings and Committees of the Board, Compensation Committee Interlocks and Insider Participation, and Risk Oversight - Compensation-Related Risk; and the portion beginning with the section entitled Director Compensation up to but not including the section entitled Pay Versus Performance."}
-{"_id": "PG20231490", "title": "PG Executive Compensation", "text": "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters"}
-{"_id": "PG20231496", "title": "PG Executive Compensation", "text": "The following table gives information about the Company's common stock that may be issued upon the exercise of options, warrants and rights under all of the Company's equity compensation plans as of June 30, 2023. The table includes the following plans: The Procter & Gamble 1992 Stock Plan; The Procter & Gamble 2001 Stock and Incentive Compensation Plan; The Procter & Gamble 2003 Non-Employee Directors' Stock Plan; The Procter & Gamble 2009 Stock and Incentive Compensation Plan; The Procter & Gamble 2014 Stock and Incentive Compensation Plan; and The Procter & Gamble 2019 Stock and Incentive Compensation Plan. Plan Category##(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights##(b) Weighted average exercise price of outstanding options, warrants and rights####(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders######## Stock Options/Stock Appreciation Rights##121,226,313##$104.1900####(1) Restricted Stock Units (RSUs)/Performance Stock Units (PSUs)##6,430,184##N/A####(1) TOTAL##127,656,497##$104.1900##(2)##"}
-{"_id": "PG20231497", "title": "PG Executive Compensation", "text": "(1)Of the plans listed above, only The Procter & Gamble 2019 Stock and Incentive Compensation Plan (the \u201c2019 Plan\u201d) allows for future grants of securities. The maximum number of shares that may be granted under this plan is 187 million shares. Stock options and stock appreciation rights are counted on a one-for-one basis while full value awards (such as RSUs and PSUs) are counted as five shares for each share awarded. Total shares available for future issuance under this plan is 96 million."}
-{"_id": "PG20231498", "title": "PG Executive Compensation", "text": "(2)Weighted average exercise price of outstanding options only."}
-{"_id": "PG20231499", "title": "PG Executive Compensation", "text": "Additional information required by this item is incorporated by reference to the following section of the 2023 Proxy Statement filed pursuant to Regulation 14A, which will be filed no later than 120 days after June 30, 2023: the subsection of the Beneficial Ownership section entitled Security Ownership of Management and Certain Beneficial Owners."}
-{"_id": "PG20231501", "title": "PG Certain Relationships and Related Transactions and Director Independence", "text": "The information required by this item is incorporated by reference to the following sections of the 2023 Proxy Statement filed pursuant to Regulation 14A, which will be filed no later than 120 days after June 30, 2023: the subsections of the Corporate Governance section entitled Director Independence and Review and Approval of Transactions with Related Persons."}
-{"_id": "PG20231503", "title": "PG Principal Accountant Fees and Services", "text": "The information required by this item is incorporated by reference to the following section of the 2023 Proxy Statement filed pursuant to Regulation 14A, which will be filed no later than 120 days after June 30, 2023: Report of the Audit Committee, which ends with the subsection entitled Services Provided by Deloitte."}
-{"_id": "PG20231506", "title": "PG Exhibits and Financial Statement Schedules", "text": "1.Financial Statements:"}
-{"_id": "PG20231516", "title": "PG Exhibits and Financial Statement Schedules", "text": "The following Consolidated Financial Statements of The Procter & Gamble Company and subsidiaries, management's report and the reports of the independent registered public accounting firm are incorporated by reference in Part II, Item 8 of this Form 10-K. \u2022Management's Report on Internal Control over Financial Reporting \u2022Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting (PCAOB Firm ID is 34) \u2022Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements \u2022Consolidated Statements of Earnings - for fiscal years ended June 30, 2023, 2022 and 2021 \u2022Consolidated Statements of Comprehensive Income - for fiscal years ended June 30, 2023, 2022 and 2021 \u2022Consolidated Balance Sheets - as of June 30, 2023 and 2022 \u2022Consolidated Statements of Shareholders' Equity - for fiscal years ended June 30, 2023, 2022 and 2021 \u2022Consolidated Statements of Cash Flows - for fiscal years ended June 30, 2023, 2022 and 2021 \u2022Notes to Consolidated Financial Statements"}
-{"_id": "PG20231517", "title": "PG Exhibits and Financial Statement Schedules", "text": "2.Financial Statement Schedules:"}
-{"_id": "PG20231518", "title": "PG Exhibits and Financial Statement Schedules", "text": "These schedules are omitted because of the absence of the conditions under which they are required or because the information is set forth in the Consolidated Financial Statements or Notes thereto."}
-{"_id": "PG20231532", "title": "PG EXHIBITS", "text": " Exhibit (3-1) -##Amended Articles of Incorporation (as amended by shareholders at the annual meeting on October 11, 2011 and consolidated by the Board of Directors on April 8, 2016) (Incorporated by reference to Exhibit (3-1) of the Company's Annual Report on Form 10-K for the year ended June 30, 2016). (3-2) -##Regulations (as approved by the Board of Directors on December 13, 2022, pursuant to authority granted by shareholders at the annual meeting on October 13, 2009) (Incorporated by reference to Exhibit (3-2) of the Company's Current Report on Form 8-K filed December 13, 2022). Exhibit (4-1) -##Indenture, dated as of September 3, 2009, between the Company and Deutsche Bank Trust Company Americas, as Trustee (Incorporated by reference to Exhibit (4-1) of the Company's Annual Report on Form 10-K for the year ended June 30, 2015). (4-2) -##The Company agrees to furnish to the Securities and Exchange Commission, upon request, a copy of any other instrument defining the rights of holders of the Company\u2019s long-term debt. (4-3) -##Description of the Company\u2019s Common Stock (Incorporated by reference to Exhibit (4-3) of the Company\u2019s Annual report on Form 10-K for the year ended June 30, 2019). (4-4) -##Description of the Company\u2019s 0.625% Notes due 2024, 1.200% Notes due 2028, and 1.875% Notes due 2038 (Incorporated by reference to Exhibit (4-4) of the Company\u2019s Annual report on Form 10-K for the year ended June 30, 2019). (4-5) -##Description of the Company\u2019s 4.875% EUR notes due May 2027, 6.250% GBP notes due January 2030, and 5.250% GBP notes due January 2033 (Incorporated by reference to Exhibit (4-5) of the Company\u2019s Annual report on Form 10-K for the year ended June 30, 2021). (4-6) -##Description of the Company\u2019s 0.500% Notes due 2024 and 1.250% Notes due 2029 (Incorporated by reference to Exhibit (4-6) of the Company\u2019s Annual report on Form 10-K for the year ended June 30, 2019). (4-7) -##Description of the Company\u2019s 1.375% Notes due 2025 and 1.800% Notes due 2029 (Incorporated by reference to Exhibit (4-7) of the Company\u2019s Annual report on Form 10-K for the year ended June 30, 2019). (4-8) -##Description of the Company\u2019s 1.125% Notes due 2023 (Incorporated by reference to Exhibit (4-8) of the Company\u2019s Annual report on Form 10-K for the year ended June 30, 2019). (4-9) -##Description of the Company's 0.350% EUR Notes due 2030 and 0.900% EUR Notes due 2041 (Incorporated by reference to Exhibit (4-10) of the Company's Annual Report on Form 10-K for the year ended June 30, 2022). (4-10) -##Description of the Company's 0.110% Yen Notes due 2026 and 0.230% Yen Notes due 2031 (Incorporated by reference to Exhibit (4-11) of the Company's Annual Report on Form 10-K for the year ended June 30, 2022). (4-11) -##Description of the Company's 3.250% Notes due 2026 and 3.250% Notes due 2031.+"}
-{"_id": "PG20231556", "title": "PG The Procter & Gamble Company 65", "text": " Exhibit (10-1) -##The Procter & Gamble 2001 Stock and Incentive Compensation Plan (as amended), which was originally adopted by shareholders at the annual meeting on October 9, 2001 (Incorporated by reference to Exhibit (10-1) of the Company\u2019s Annual Report on Form 10-K for the year ended June 30, 2018).* (10-2) -##The Procter & Gamble 2001 Stock and Incentive Compensation Plan related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended December 31, 2013).* (10-3) -##The Procter & Gamble 1992 Stock Plan (as amended December 11, 2001), which was originally adopted by the shareholders at the annual meeting on October 12, 1992 (Incorporated by reference to Exhibit (10-2) of the Company\u2019s Annual Report on Form 10-K for the year ended June 30, 2018).* (10-4) -##The Procter & Gamble Executive Group Life Insurance Policy (Incorporated by reference to Exhibit (10-3) of the Company\u2019s Annual Report on Form 10-K for the year ended June 30, 2018).* (10-5) -##Summary of the Company\u2019s Retirement Plan Restoration Program (Incorporated by reference to Exhibit (10-5) of the Company's Form 10-Q for the quarter ended December 31, 2019).* (10-6) -##Retirement Plan Restoration Program - Related Correspondence and Terms and Conditions. * + (10-7) -##Summary of the Company\u2019s Long-Term Incentive Program (Incorporated by reference to Exhibit (10-3) of the Company's Form 10-Q for the quarter ended September 30, 2020).* (10-8) -##Long-Term Incentive Program related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-3) of the Company's Form 10-Q for the quarter ended September 30, 2021).* (10-9) -##The Procter & Gamble Company Executive Deferred Compensation Plan (Incorporated by reference to Exhibit (10-2) of the Company's Form 10-Q for the quarter ended March 31, 2020).* (10-10) -##Summary of the Company's Short Term Achievement Reward Program (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended December 31, 2022).* (10-11) -##Short Term Achievement Reward Program \u2013 related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-2) of the Company's Form 10-Q for the quarter ended September 30, 2021).* (10-12) -##Company's Form of Separation Agreement & Release (Incorporated by reference to Exhibit (10-12) of the Company's Annual Report on Form 10-K for the year ended June 30, 2022).* (10-13) -##Company's Form of Separation Letter and Release (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended March 31, 2023).* (10-14) -##Summary of personal benefits available to certain officers and non-employee directors (Incorporated by reference to Exhibit (10-5) of the Company's Form 10-Q for the quarter ended September 30, 2021).* (10-15) -##The Gillette Company Deferred Compensation Plan (Incorporated by reference to Exhibit (10-18) of the Company\u2019s Annual Report on Form 10-K for the year ended June 30, 2017).* (10-16) -##Senior Executive Recoupment Policy (Incorporated by reference to Exhibit (10-19) of the Company\u2019s Annual Report on Form 10-K for the year ended June 30, 2018).* (10-17) -##The Gillette Company Deferred Compensation Plan (for salary deferrals prior to January 1, 2005) as amended through August 21, 2006 (Incorporated by reference to Exhibit (10-20) of the Company's Annual Report on Form 10-K for the year ended June 30, 2017).* (10-18) -##The Procter & Gamble 2009 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at the annual meeting on October 13, 2009 (Incorporated by reference to Exhibit (10-21) of the Company's Annual Report on Form 10-K for the year ended June 30, 2017).* (10-19) -##Regulations of the Compensation and Leadership Development Committee for The Procter & Gamble 2009 Stock and Incentive Compensation Plan, The Procter & Gamble 2001 Stock and Incentive Compensation Plan, The Procter & Gamble 1992 Stock Plan, The Procter & Gamble 1992 Stock Plan (Belgium Version), The Gillette Company 2004 Long-Term Incentive Plan and the Gillette Company 1971 Stock Option Plan (Incorporated by reference to Exhibit (10-21) of the Company\u2019s Annual Report on Form 10-K for the year ended June 30, 2018).* (10-20) -##The Procter & Gamble 2009 Stock and Incentive Compensation Plan - Additional terms and conditions and related correspondence (Incorporated by reference to Exhibit (10-2) of the Company Form 10-Q for the quarter ended December 31, 2013).* (10-21) -##The Procter & Gamble Performance Stock Program Summary (Incorporated by reference to Exhibit (10-5) of the Company's Form 10-Q for the quarter ended September 30, 2020).* (10-22) -##Performance Stock Program related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-4) of the Company\u2019s Form 10-Q for the quarter ended September 30, 2021).* (10-23) -##The Procter & Gamble 2013 Non-Employee Directors' Stock Plan (Incorporated by reference to Exhibit (10-3) of the Company's Form 10-Q for the quarter ended December 31, 2013). *"}
-{"_id": "PG20231577", "title": "PG 66 The Procter & Gamble Company", "text": " (10-24) -##The Procter & Gamble 2014 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at the annual meeting on October 14, 2014 (Incorporated by reference to Exhibit (10-25) of the Company's Annual Report on Form 10-K for the year ended June 30, 2016).* (10-25) -##Regulations of the Compensation and Leadership Development Committee for The Procter & Gamble 2019 Stock and Incentive Compensation Plan and The Procter & Gamble 2014 Stock and Incentive Compensation Plan (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended December 31, 2019).* (10-26) -##The Procter & Gamble 2014 Stock and Incentive Compensation Plan - Additional terms and conditions (Incorporated by reference to Exhibit (10-26) of the Company's Annual Report on Form 10-K for the year ended June 30, 2017).* (10-27) -##The Procter & Gamble 2019 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at the annual meeting on October 8, 2019 (Incorporated by reference to Exhibit (10-1) of the Company\u2019s Current Report on Form 8-K filed October 11, 2019).* (10-28) -##The Procter & Gamble 2019 Stock and Incentive Compensation Plan - Additional terms and conditions (Incorporated by reference to Exhibit (10-28) of the Company's Annual Report on Form 10-K for the year ended June 30, 2021).* Exhibit (21) -##Subsidiaries of the Registrant. + Exhibit (23) -##Consent of Independent Registered Public Accounting Firm. + Exhibit (31) -##Rule 13a-14(a)/15d-14(a) Certifications. + Exhibit (32) -##Section 1350 Certifications. + Exhibit (99-1) -##Summary of Directors and Officers Insurance Program. + 101.INS (1)##Inline XBRL Instance Document 101.SCH (1)##Inline XBRL Taxonomy Extension Schema Document 101.CAL (1)##Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF (1)##Inline XBRL Taxonomy Definition Linkbase Document 101.LAB (1)##Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE (1)##Inline XBRL Taxonomy Extension Presentation Linkbase Document 104##Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) (1)##Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability. *##Compensatory plan or arrangement. +##Filed herewith."}
-{"_id": "PG20231579", "title": "PG Form 10-K Summary", "text": "Not applicable."}
-{"_id": "PG20231586", "title": "PG SIGNATURES", "text": "Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Cincinnati, State of Ohio. ##THE PROCTER & GAMBLE COMPANY## By####/s/ JON R. MOELLER ####(Jon R. Moeller) Chairman of the Board, President and Chief Executive Officer ####August 04, 2023"}
-{"_id": "PG20231602", "title": "PG SIGNATURES", "text": "Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated. Signature##Title##Date /s/ JON R. MOELLER (Jon R. Moeller)##Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)##August 04, 2023 /s/ ANDRE SCHULTEN (Andre Schulten)##Chief Financial Officer (Principal Financial Officer)##August 04, 2023 /s/ MATTHEW W. JANZARUK (Matthew W. Janzaruk)##Senior Vice President - Chief Accounting Officer (Principal Accounting Officer)##August 04, 2023 /s/ B. MARC ALLEN (B. Marc Allen)##Director##August 04, 2023 /s/ SHEILA BONINI (Sheila Bonini)##Director##August 04, 2023 /s/ ANGELA F. BRALY (Angela F. Braly)##Director##August 04, 2023 /s/ AMY L. CHANG (Amy L. Chang)##Director##August 04, 2023 /s/ JOSEPH JIMENEZ (Joseph Jimenez)##Director##August 04, 2023 /s/ CHRISTOPHER J. KEMPCZINSKI (Christopher J. Kempczinski)##Director##August 04, 2023 /s/ DEBRA L. LEE (Debra L. Lee)##Director##August 04, 2023 /s/ TERRY J. LUNDGREN (Terry J. Lundgren)##Director##August 04, 2023 /s/ CHRISTINE M. MCCARTHY (Christine M. McCarthy)##Director##August 04, 2023 /s/ ROBERT J. PORTMAN (Robert J. Portman)##Director##August 04, 2023 /s/ RAJESH SUBRAMANIAM (Rajesh Subramaniam)##Director##August 04, 2023 /s/ PATRICIA A. WOERTZ (Patricia A. Woertz)##Director##August 04, 2023"}
-{"_id": "TSLA20230004", "title": "TSLA Overview", "text": "We design, develop, manufacture, sell and lease high-performance fully electric vehicles and energy generation and storage systems, and offer services related to our products. We generally sell our products directly to customers, and continue to grow our customer-facing infrastructure through a global network of vehicle showrooms and service centers, Mobile Service, body shops, Supercharger stations and Destination Chargers to accelerate the widespread adoption of our products. We emphasize performance, attractive styling and the safety of our users and workforce in the design and manufacture of our products and are continuing to develop full self-driving technology for improved safety. We also strive to lower the cost of ownership for our customers through continuous efforts to reduce manufacturing costs and by offering financial and other services tailored to our products."}
-{"_id": "TSLA20230005", "title": "TSLA Overview", "text": "Our mission is to accelerate the world\u2019s transition to sustainable energy. We believe that this mission, along with our engineering expertise, vertically integrated business model and focus on user experience differentiate us from other companies."}
-{"_id": "TSLA20230007", "title": "TSLA Segment Information", "text": "We operate as two reportable segments: (i) automotive and (ii) energy generation and storage."}
-{"_id": "TSLA20230008", "title": "TSLA Segment Information", "text": "The automotive segment includes the design, development, manufacturing, sales and leasing of high-performance fully electric vehicles as well as sales of automotive regulatory credits. Additionally, the automotive segment also includes services and other, which includes sales of used vehicles, non-warranty after-sales vehicle services, body shop and parts, paid Supercharging, vehicle insurance revenue and retail merchandise. The energy generation and storage segment includes the design, manufacture, installation, sales and leasing of solar energy generation and energy storage products and related services and sales of solar energy systems incentives."}
-{"_id": "TSLA20230011", "title": "TSLA Automotive", "text": "We currently manufacture five different consumer vehicles \u2013 the Model 3, Y, S, X and Cybertruck. Model 3 is a four-door mid-size sedan that we designed for manufacturability with a base price for mass-market appeal. Model Y is a compact sport utility vehicle (\u201cSUV\u201d) built on the Model 3 platform with seating for up to seven adults. Model S is a four-door full-size sedan and Model X is a mid-size SUV with seating for up to seven adults. Model S and Model X feature the highest performance characteristics and longest ranges that we offer in a sedan and SUV, respectively. In November 2023, we entered the consumer pickup truck market with first deliveries of the Cybertruck, a full-size electric pickup truck with a stainless steel exterior that has the utility and strength of a truck while featuring the speed of a sports car."}
-{"_id": "TSLA20230012", "title": "TSLA Automotive", "text": "In 2022, we also began early production and deliveries of a commercial electric vehicle, the Tesla Semi. We have planned electric vehicles to address additional vehicle markets, and to continue leveraging developments in our proprietary Full Self-Driving (\u201cFSD\u201d) Capability features, battery cell and other technologies."}
-{"_id": "TSLA20230015", "title": "TSLA Energy Storage Products", "text": "Powerwall and Megapack are our lithium-ion battery energy storage products. Powerwall, which we sell directly to customers, as well as through channel partners, is designed to store energy at a home or small commercial facility. Megapack is an energy storage solution for commercial, industrial, utility and energy generation customers, multiple of which may be grouped together to form larger installations of gigawatt hours (\u201cGWh\u201d) or greater capacity."}
-{"_id": "TSLA20230017", "title": "TSLA Energy Storage Products", "text": "We also continue to develop software capabilities for remotely controlling and dispatching our energy storage systems across a wide range of markets and applications, including through our real-time energy control and optimization platforms."}
-{"_id": "TSLA20230019", "title": "TSLA Solar Energy Offerings", "text": "We sell retrofit solar energy systems to customers and channel partners and also make them available through power purchase agreement (\u201cPPA\u201d) arrangements. We purchase most of the components for our retrofit solar energy systems from multiple sources to ensure competitive pricing and adequate supply. We also design and manufacture certain components for our solar energy products."}
-{"_id": "TSLA20230020", "title": "TSLA Solar Energy Offerings", "text": "We sell our Solar Roof, which combines premium glass roof tiles with energy generation, directly to customers, as well as through channel customers. We continue to improve our installation capability and efficiency, including through collaboration with real estate developers and builders on new homes."}
-{"_id": "TSLA20230024", "title": "TSLA Battery and Powertrain", "text": "Our core vehicle technology competencies include powertrain engineering and manufacturing and our ability to design vehicles that utilize the unique advantages of an electric powertrain. We have designed our proprietary powertrain systems to be adaptable, efficient, reliable and cost-effective while withstanding the rigors of an automotive environment. We offer dual motor powertrain vehicles, which use two electric motors to maximize traction and performance in an all-wheel drive configuration, as well as vehicle powertrain technology featuring three electric motors for further increased performance in certain versions of Model S and Model X, Cybertruck and the Tesla Semi."}
-{"_id": "TSLA20230025", "title": "TSLA Battery and Powertrain", "text": "We maintain extensive testing and R&D capabilities for battery cells, packs and systems, and have built an expansive body of knowledge on lithium-ion cell chemistry types and performance characteristics. In order to enable a greater supply of cells for our products with higher energy density at lower costs, we have developed a new proprietary lithium-ion battery cell and improved manufacturing processes."}
-{"_id": "TSLA20230027", "title": "TSLA Vehicle Control and Infotainment Software", "text": "The performance and safety systems of our vehicles and their battery packs utilize sophisticated control software. Control systems in our vehicles optimize performance, customize vehicle behavior, manage charging and control all infotainment functions. We develop almost all of this software, including most of the user interfaces, internally and update our vehicles\u2019 software regularly through over-the-air updates."}
-{"_id": "TSLA20230029", "title": "TSLA Self-Driving Development and Artificial Intelligence", "text": "We have expertise in developing technologies, systems and software to enable self-driving vehicles using primarily vision-based technologies. Our FSD Computer runs our neural networks in our vehicles, and we are also developing additional computer hardware to better enable the massive amounts of field data captured by our vehicles to continually train and improve these neural networks for real-world performance."}
-{"_id": "TSLA20230030", "title": "TSLA Self-Driving Development and Artificial Intelligence", "text": "Currently, we offer in our vehicles certain advanced driver assist systems under our Autopilot and FSD Capability options. Although at present the driver is ultimately responsible for controlling the vehicle, our systems provide safety and convenience functionality that relieves drivers of the most tedious and potentially dangerous aspects of road travel much like the system that airplane pilots use, when conditions permit. As with other vehicle systems, we improve these functions in our vehicles over time through over-the-air updates."}
-{"_id": "TSLA20230031", "title": "TSLA Self-Driving Development and Artificial Intelligence", "text": "We intend to establish in the future an autonomous Tesla ride-hailing network, which we expect would also allow us to access a new customer base even as modes of transportation evolve."}
-{"_id": "TSLA20230033", "title": "TSLA Self-Driving Development and Artificial Intelligence", "text": "We are also applying our artificial intelligence learnings from self-driving technology to the field of robotics, such as through Optimus, a robotic humanoid in development, which is controlled by the same AI system."}
-{"_id": "TSLA20230036", "title": "TSLA Energy Storage Products", "text": "We leverage many of the component-level technologies from our vehicles in our energy storage products. By taking a modular approach to the design of battery systems, we can optimize manufacturing capacity of our energy storage products. Additionally, our expertise in power electronics enables our battery systems to interconnect with electricity grids while providing fast-acting systems for power injection and absorption. We have also developed software to remotely control and dispatch our energy storage systems."}
-{"_id": "TSLA20230038", "title": "TSLA Solar Energy Systems", "text": "We have engineered Solar Roof over numerous iterations to combine aesthetic appeal and durability with power generation. The efficiency of our solar energy products is aided by our own solar inverter, which incorporates our power electronics technologies. We designed both products to integrate with Powerwall."}
-{"_id": "TSLA20230041", "title": "TSLA Automotive", "text": "We have established significant in-house capabilities in the design and test engineering of electric vehicles and their components and systems. Our team has significant experience in computer-aided design as well as durability, strength and crash test simulations, which reduces the product development time of new models. We have also achieved complex engineering feats in stamping, casting and thermal systems, and developed a method to integrate batteries directly with vehicle body structures without separate battery packs to optimize manufacturability, weight, range and cost characteristics."}
-{"_id": "TSLA20230042", "title": "TSLA Automotive", "text": "We are also expanding our manufacturing operations globally while taking action to localize our vehicle designs and production for particular markets, including country-specific market demands and factory optimizations for local workforces. As we increase our capabilities, particularly in the areas of automation, die-making and line-building, we are also making strides in the simulations modeling these capabilities prior to construction."}
-{"_id": "TSLA20230044", "title": "TSLA Energy Generation and Storage", "text": "Our expertise in electrical, mechanical, civil and software engineering allows us to design, engineer, manufacture and install energy generating and storage products and components, including at the residential through utility scale. For example, the modular design of our Megapack utility-scale battery line is intended to significantly reduce the amount of assembly required in the field. We also customize solutions including our energy storage products, solar energy systems and/or Solar Roof for customers to meet their specific needs."}
-{"_id": "TSLA20230046", "title": "TSLA Sales and Marketing", "text": "Historically, we have been able to achieve sales without traditional advertising and at relatively low marketing costs. We continue to monitor our public narrative and brand, and tailor our marketing efforts accordingly, including through investments in customer education and advertising as necessary."}
-{"_id": "TSLA20230049", "title": "TSLA Direct Sales", "text": "Our vehicle sales channels currently include our website and an international network of company-owned stores. In some jurisdictions, we also have galleries to educate and inform customers about our products, but such locations do not transact in the sale of vehicles. We believe this infrastructure enables us to better control costs of inventory, manage warranty service and pricing, educate consumers about electric vehicles, make our vehicles more affordable, maintain and strengthen the Tesla brand and obtain rapid customer feedback."}
-{"_id": "TSLA20230051", "title": "TSLA Direct Sales", "text": "We reevaluate our sales strategy both globally and at a location-by-location level from time to time to optimize our sales channels. However, sales of vehicles in the automobile industry tend to be cyclical in many markets, which may expose us to volatility from time to time."}
-{"_id": "TSLA20230053", "title": "TSLA Used Vehicle Sales", "text": "Our used vehicle business supports new vehicle sales by integrating the trade-in of a customer\u2019s existing Tesla or non-Tesla vehicle with the sale of a new or used Tesla vehicle. The Tesla and non-Tesla vehicles we acquire as trade-ins are subsequently remarketed, either directly by us or through third parties. We also remarket used Tesla vehicles acquired from other sources including lease returns."}
-{"_id": "TSLA20230055", "title": "TSLA Public Charging", "text": "We have a growing global network of Tesla Superchargers, which are our industrial-grade, high-speed vehicle chargers. Where possible, we co-locate Superchargers with our solar and energy storage systems to reduce costs and promote renewable power. Supercharger stations are typically placed along well-traveled routes and in and around dense city centers to allow vehicle owners the ability to enjoy quick, reliable charging along an extensive network with convenient stops. Use of the Supercharger network either requires payment of a fee or is free under certain sales programs. In November 2021, we began to offer Supercharger access to non-Tesla vehicles in certain locations in support of our mission to accelerate the world\u2019s transition to sustainable energy, and in November 2022, we opened up our previously proprietary charging connector as the North American Charging Standard (NACS). This enables all electric vehicles and charging stations to interoperate \u2014 which makes charging easier and more efficient for everyone and advances our mission to accelerate the world\u2019s transition to sustainable energy. Following this, a number of major automotive companies announced their adoption of NACS, with their access to the Supercharger network beginning in phases in 2024 and their production of NACS vehicles beginning no later than 2025. We also engaged SAE International to govern NACS as an industry standard, now named J3400. We continue to monitor and increase our network of Tesla Superchargers in anticipation of future demand."}
-{"_id": "TSLA20230056", "title": "TSLA Public Charging", "text": "We also work with a wide variety of hospitality, retail and public destinations, as well as businesses with commuting employees, to offer additional charging options for our customers, as well as single-family homeowners and multi-family residential entities, to deploy home charging solutions."}
-{"_id": "TSLA20230058", "title": "TSLA In-App Upgrades", "text": "As our vehicles are capable of being updated remotely over-the-air, our customers may purchase additional paid options and features through the Tesla app or through the in-vehicle user interface. We expect that this functionality will also allow us to offer certain options and features on a subscription basis in the future."}
-{"_id": "TSLA20230060", "title": "TSLA Energy Generation and Storage", "text": "We market and sell our solar and energy storage products to residential, commercial and industrial customers and utilities through a variety of channels, including through our website, stores and galleries, as well as through our network of channel partners, and in the case of some commercial customers, through PPA transactions. We emphasize simplicity, standardization and accessibility to make it easy and cost-effective for customers to adopt clean energy, while reducing our customer acquisition costs."}
-{"_id": "TSLA20230064", "title": "TSLA Service", "text": "We provide service for our electric vehicles at our company-owned service locations and through Tesla Mobile Service technicians who perform work remotely at customers\u2019 homes or other locations. Servicing the vehicles ourselves allows us to identify problems and implement solutions and improvements faster than traditional automobile manufacturers and their dealer networks. The connectivity of our vehicles also allows us to diagnose and remedy many problems remotely and proactively."}
-{"_id": "TSLA20230067", "title": "TSLA Vehicle Limited Warranties and Extended Service Plans", "text": "We provide a manufacturer\u2019s limited warranty on all new and used Tesla vehicles we sell directly to consumers, which may include limited warranties on certain components, specific types of damage or battery capacity retention. We also currently offer optional extended service plans that provide coverage beyond the new vehicle limited warranties for certain models in specified regions."}
-{"_id": "TSLA20230069", "title": "TSLA Energy Generation and Storage", "text": "We provide service and repairs to our energy product customers, including under warranty where applicable. We generally provide manufacturer\u2019s limited warranties with our energy storage products and offer certain extended limited warranties that are available at the time of purchase of the system. If we install a system, we also provide certain limited warranties on our installation workmanship."}
-{"_id": "TSLA20230070", "title": "TSLA Energy Generation and Storage", "text": "For retrofit solar energy systems, we provide separate limited warranties for workmanship and against roof leaks, and for Solar Roof, we also provide limited warranties for defects and weatherization. For components not manufactured by us, we generally pass-through the applicable manufacturers\u2019 warranties."}
-{"_id": "TSLA20230071", "title": "TSLA Energy Generation and Storage", "text": "As part of our solar energy system and energy storage contracts, we may provide the customer with performance guarantees that commit that the underlying system will meet or exceed the minimum energy generation or performance requirements specified in the contract."}
-{"_id": "TSLA20230075", "title": "TSLA Purchase Financing and Leases", "text": "We offer leasing and/or loan financing arrangements for our vehicles in certain jurisdictions in North America, Europe and Asia ourselves and through various financial institutions. Under certain of such programs, we have provided resale value guarantees or buyback guarantees that may obligate us to cover a resale loss up to a certain limit or repurchase the subject vehicles at pre-determined values."}
-{"_id": "TSLA20230077", "title": "TSLA Insurance", "text": "In 2021, we launched our insurance product using real-time driving behavior in select states, which offers rates that are often better than other alternatives and promotes safer driving. Our insurance products are currently available in 12 states and we plan to expand the markets in which we offer insurance products, as part of our ongoing effort to decrease the total cost of ownership for our customers."}
-{"_id": "TSLA20230079", "title": "TSLA Energy Generation and Storage", "text": "We offer certain financing options to our solar customers, which enable the customer to purchase and own a solar energy system, Solar Roof or integrated solar and Powerwall system. Our solar PPAs, offered primarily to commercial customers, charge a fee per kilowatt-hour based on the amount of electricity produced by our solar energy systems."}
-{"_id": "TSLA20230081", "title": "TSLA Manufacturing", "text": "We currently have manufacturing facilities in the U.S. in Northern California, in Buffalo, New York, Gigafactory New York; in Austin, Texas, Gigafactory Texas and near Reno, Nevada, Gigafactory Nevada. At these facilities, we manufacture and assemble, among other things, vehicles, certain vehicle parts and components, such as our battery packs and battery cells, energy storage components and solar products and components."}
-{"_id": "TSLA20230082", "title": "TSLA Manufacturing", "text": "Internationally, we also have manufacturing facilities in China (Gigafactory Shanghai) and Germany (Gigafactory Berlin-Brandenburg), which allows us to increase the affordability of our vehicles for customers in local markets by reducing transportation and manufacturing costs and eliminating the impact of unfavorable tariffs. In March 2023, we announced the location of our next Gigafactory in Monterrey, Mexico. Generally, we continue to expand production capacity at our existing facilities. We also intend to further increase cost-competitiveness in our significant markets by strategically adding local manufacturing."}
-{"_id": "TSLA20230085", "title": "TSLA Supply Chain", "text": "Our products use thousands of parts that are sourced from hundreds of suppliers across the world. We have developed close relationships with vendors of key parts such as battery cells, electronics and complex vehicle assemblies. Certain components purchased from these suppliers are shared or are similar across many product lines, allowing us to take advantage of pricing efficiencies from economies of scale."}
-{"_id": "TSLA20230086", "title": "TSLA Supply Chain", "text": "As is the case for some automotive companies, some of our procured components and systems are sourced from single suppliers. Where multiple sources are available for certain key components, we work to qualify multiple suppliers for them where it is sensible to do so in order to minimize potential production risks due to disruptions in their supply. We also mitigate risk by maintaining safety stock for key parts and assemblies and die banks for components with lengthy procurement lead times."}
-{"_id": "TSLA20230087", "title": "TSLA Supply Chain", "text": "Our products use various raw materials including aluminum, steel, cobalt, lithium, nickel and copper. Pricing for these materials is governed by market conditions and may fluctuate due to various factors outside of our control, such as supply and demand and market speculation. We strive to execute long-term supply contracts for such materials at competitive pricing when feasible, and we currently believe that we have adequate access to raw materials supplies to meet the needs of our operations."}
-{"_id": "TSLA20230089", "title": "TSLA Governmental Programs, Incentives and Regulations", "text": "Globally, the ownership of our products by our customers is impacted by various government credits, incentives, and policies. Our business and products are also subject to numerous governmental regulations that vary among jurisdictions."}
-{"_id": "TSLA20230090", "title": "TSLA Governmental Programs, Incentives and Regulations", "text": "The operation of our business is also impacted by various government programs, incentives, and other arrangements. See Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details."}
-{"_id": "TSLA20230093", "title": "TSLA Inflation Reduction Act", "text": "On August 16, 2022, the Inflation Reduction Act of 2022 (\u201cIRA\u201d) was enacted into law and is effective for taxable years beginning after December 31, 2022, and remains subject to future guidance releases. The IRA includes multiple incentives to promote clean energy, electric vehicles, battery and energy storage manufacture or purchase, including through providing tax credits to consumers. For example, qualifying Tesla customers may receive up to $7,500 in federal tax credits for the purchase of qualified electric vehicles in the U.S. through 2032."}
-{"_id": "TSLA20230095", "title": "TSLA Automotive Regulatory Credits", "text": "We earn tradable credits in the operation of our business under various regulations related to zero-emission vehicles (\u201cZEVs\u201d), greenhouse gas, fuel economy and clean fuel. We sell these credits to other regulated entities who can use the credits to comply with emission standards and other regulatory requirements. Sales of these credits are recognized within automotive regulatory credits revenue in our consolidated statements of operations included elsewhere in this Annual Report on Form 10-K."}
-{"_id": "TSLA20230097", "title": "TSLA Energy Storage System Incentives and Policies", "text": "While the regulatory regime for energy storage projects is still under development, there are various policies, incentives and financial mechanisms at the federal, state and local levels that support the adoption of energy storage."}
-{"_id": "TSLA20230098", "title": "TSLA Energy Storage System Incentives and Policies", "text": "For example, energy storage systems that are charged using solar energy may be eligible for the solar energy-related U.S. federal tax credits described below. The Federal Energy Regulatory Commission (\u201cFERC\u201d) has also taken steps to enable the participation of energy storage in wholesale energy markets. In addition, California and a number of other states have adopted procurement targets for energy storage, and behind-the-meter energy storage systems qualify for funding under the California Self Generation Incentive Program. Our customers primarily benefit directly under these programs. In certain instances our customers may transfer such credits to us as contract consideration. In such transactions, they are included as a component of energy generation and storage revenues in our consolidated statements of operations included elsewhere in this Annual Report on Form 10-K."}
-{"_id": "TSLA20230100", "title": "TSLA Energy Storage System Incentives and Policies", "text": "Pursuant to the IRA, under Sections 48, 48E and 25D of the Internal Revenue Code (\u201dIRC\u201d), standalone energy storage technology is eligible for a tax credit between 6% and 50% of qualified expenditures, regardless of the source of energy, which may be claimed by our customers for storage systems they purchase or by us for arrangements where we own the systems. These tax credits are primarily for the benefit of our customers and are currently scheduled to phase-out starting in 2032 or later."}
-{"_id": "TSLA20230102", "title": "TSLA Solar Energy System Incentives and Policies", "text": "U.S. federal, state and local governments have established various policies, incentives and financial mechanisms to reduce the cost of solar energy and to accelerate the adoption of solar energy. These incentives include tax credits, cash grants, tax abatements and rebates."}
-{"_id": "TSLA20230103", "title": "TSLA Solar Energy System Incentives and Policies", "text": "In particular, pursuant to the IRA, Sections 48, 48E and 25D of the IRC provides a tax credit between 6% and 70% of qualified commercial or residential expenditures for solar energy systems, which may be claimed by our customers for systems they purchase, or by us for arrangements where we own the systems for properties that meet statutory requirements. These tax credits are primarily for the direct benefit of our customers and are currently scheduled to phase-out starting in 2032 or later."}
-{"_id": "TSLA20230106", "title": "TSLA Vehicle Safety and Testing", "text": "In the U.S., our vehicles are subject to regulation by the National Highway Traffic Safety Administration (\u201cNHTSA\u201d), including all applicable Federal Motor Vehicle Safety Standards (\u201cFMVSS\u201d) and the NHTSA bumper standard. Numerous FMVSS apply to our vehicles, such as crash-worthiness and occupant protection requirements. Our current vehicles fully comply and we expect that our vehicles in the future will fully comply with all applicable FMVSS with limited or no exemptions, however, FMVSS are subject to change from time to time. As a manufacturer, we must self-certify that our vehicles meet all applicable FMVSS and the NHTSA bumper standard, or otherwise are exempt, before the vehicles may be imported or sold in the U.S."}
-{"_id": "TSLA20230107", "title": "TSLA Vehicle Safety and Testing", "text": "We are also required to comply with other federal laws administered by NHTSA, including the Corporate Average Fuel Economy standards, Theft Prevention Act requirements, labeling requirements and other information provided to customers in writing, Early Warning Reporting requirements regarding warranty claims, field reports, death and injury reports and foreign recalls, a Standing General Order requiring reports regarding crashes involving vehicles equipped with advanced driver assistance systems, and additional requirements for cooperating with compliance and safety investigations and recall reporting. The U.S. Automobile Information and Disclosure Act also requires manufacturers of motor vehicles to disclose certain information regarding the manufacturer\u2019s suggested retail price, optional equipment and pricing. In addition, federal law requires inclusion of fuel economy ratings, as determined by the U.S. Department of Transportation and the Environmental Protection Agency (the \u201cEPA\u201d), and New Car Assessment Program ratings as determined by NHTSA, if available."}
-{"_id": "TSLA20230108", "title": "TSLA Vehicle Safety and Testing", "text": "Our vehicles sold outside of the U.S. are subject to similar foreign compliance, safety, environmental and other regulations. Many of those regulations are different from those applicable in the U.S. and may require redesign and/or retesting. Some of those regulations impact or prevent the rollout of new vehicle features."}
-{"_id": "TSLA20230110", "title": "TSLA Self-Driving Vehicles", "text": "Generally, laws pertaining to self-driving vehicles are evolving globally, and in some cases may create restrictions on features or vehicle designs that we develop. While there are currently no federal U.S. regulations pertaining specifically to self-driving vehicles or self-driving equipment, NHTSA has published recommended guidelines on self-driving vehicles, apart from the FMVSS and manufacturer reporting obligations, and retains the authority to investigate and/or take action on the safety or compliance of any vehicle, equipment or features operating on public roads. Certain U.S. states also have legal restrictions on the operation, registration or licensure of self-driving vehicles, and many other states are considering them. This regulatory patchwork increases the legal complexity with respect to self-driving vehicles in the U.S."}
-{"_id": "TSLA20230111", "title": "TSLA Self-Driving Vehicles", "text": "In markets that follow the regulations of the United Nations Economic Commission for Europe (\u201cECE markets\u201d), some requirements restrict the design of advanced driver-assistance or self-driving features, which can compromise or prevent their use entirely. Other applicable laws, both current and proposed, may hinder the path and timeline to introducing self-driving vehicles for sale and use in the markets where they apply."}
-{"_id": "TSLA20230113", "title": "TSLA Self-Driving Vehicles", "text": "Other key markets, including China, continue to consider self-driving regulation. Any implemented regulations may differ materially from the U.S. and ECE markets, which may further increase the legal complexity of self-driving vehicles and limit or prevent certain features."}
-{"_id": "TSLA20230115", "title": "TSLA Automobile Manufacturer and Dealer Regulation", "text": "In the U.S., state laws regulate the manufacture, distribution, sale and service of automobiles, and generally require motor vehicle manufacturers and dealers to be licensed in order to sell vehicles directly to residents. Certain states have asserted that the laws in such states do not permit automobile manufacturers to be licensed as dealers or to act in the capacity of a dealer, or that they otherwise restrict a manufacturer\u2019s ability to deliver or perform warranty repairs on vehicles. To sell vehicles to residents of states where we are not licensed as a dealer, we generally conduct the sale out of the state. In certain such states, we have opened \u201cgalleries\u201d that serve an educational purpose and where sales may not occur."}
-{"_id": "TSLA20230116", "title": "TSLA Automobile Manufacturer and Dealer Regulation", "text": "Some automobile dealer trade associations have both challenged the legality of our operations in court and used administrative and legislative processes to attempt to prohibit or limit our ability to operate existing stores or expand to new locations. Certain dealer associations have also actively lobbied state licensing agencies and legislators to interpret existing laws or enact new laws in ways not favorable to our ownership and operation of our own retail and service locations. We expect such challenges to continue, and we intend to actively fight any such efforts."}
-{"_id": "TSLA20230118", "title": "TSLA Battery Safety and Testing", "text": "Our battery packs are subject to various U.S. and international regulations that govern transport of \u201cdangerous goods,\u201d defined to include lithium-ion batteries, which may present a risk in transportation. We conduct testing to demonstrate our compliance with such regulations."}
-{"_id": "TSLA20230119", "title": "TSLA Battery Safety and Testing", "text": "We use lithium-ion cells in our high voltage battery packs in our vehicles and energy storage products. The use, storage and disposal of our battery packs are regulated under existing laws and are the subject of ongoing regulatory changes that may add additional requirements in the future. We have agreements with third party battery recycling companies to recycle our battery packs, and we are also piloting our own recycling technology."}
-{"_id": "TSLA20230121", "title": "TSLA Solar Energy\u2014General", "text": "We are subject to certain state and federal regulations applicable to solar and battery storage providers and sellers of electricity. To operate our systems, we enter into standard interconnection agreements with applicable utilities. Sales of electricity and non-sale equipment leases by third parties, such as our leases and PPAs, have faced regulatory challenges in some states and jurisdictions."}
-{"_id": "TSLA20230123", "title": "TSLA Solar Energy\u2014Net Metering", "text": "Most states in the U.S. make net energy metering, or net metering, available to solar customers. Net metering typically allows solar customers to interconnect their solar energy systems to the utility grid and offset their utility electricity purchases by receiving a bill credit for excess energy generated by their solar energy system that is exported to the grid. In certain jurisdictions, regulators or utilities have reduced or eliminated the benefit available under net metering or have proposed to do so."}
-{"_id": "TSLA20230126", "title": "TSLA Automotive", "text": "The worldwide automotive market is highly competitive and we expect it will become even more competitive in the future as a significant and growing number of established and new automobile manufacturers, as well as other companies, have entered, or are reported to have plans to enter the electric vehicle market."}
-{"_id": "TSLA20230128", "title": "TSLA Automotive", "text": "We believe that our vehicles compete in the market based on both their traditional segment classification as well as their propulsion technology. For example, Cybertruck competes with other pickup trucks, Model S and Model X compete primarily with premium sedans and premium SUVs and Model 3 and Model Y compete with small to medium-sized sedans and compact SUVs, which are extremely competitive markets. Competing products typically include internal combustion vehicles from more established automobile manufacturers; however, many established and new automobile manufacturers have entered or have announced plans to enter the market for electric and other alternative fuel vehicles. Overall, we believe these announcements and vehicle introductions, including the introduction of electric vehicles into rental car company fleets, promote the development of the electric vehicle market by highlighting the attractiveness of electric vehicles relative to the internal combustion vehicle. Many major automobile manufacturers have electric vehicles available today in major markets including the U.S., China and Europe, and other current and prospective automobile manufacturers are also developing electric vehicles. In addition, several manufacturers offer hybrid vehicles, including plug-in versions."}
-{"_id": "TSLA20230129", "title": "TSLA Automotive", "text": "We believe that there is also increasing competition for our vehicle offerings as a platform for delivering self-driving technologies, charging solutions and other features and services, and we expect to compete in this developing market through continued progress on our Autopilot, FSD and neural network capabilities, Supercharger network and our infotainment offerings."}
-{"_id": "TSLA20230132", "title": "TSLA Energy Storage Systems", "text": "The market for energy storage products is also highly competitive, and both established and emerging companies have introduced products that are similar to our product portfolio or that are alternatives to the elements of our systems. We compete with these companies based on price, energy density and efficiency. We believe that the specifications and features of our products, our strong brand and the modular, scalable nature of our energy storage products give us a competitive advantage in our markets."}
-{"_id": "TSLA20230134", "title": "TSLA Solar Energy Systems", "text": "The primary competitors to our solar energy business are the traditional local utility companies that supply energy to our potential customers. We compete with these traditional utility companies primarily based on price and the ease by which customers can switch to electricity generated by our solar energy systems. We also compete with solar energy companies that provide products and services similar to ours. Many solar energy companies only install solar energy systems, while others only provide financing for these installations. We believe we have a significant expansion opportunity with our offerings and that the regulatory environment is increasingly conducive to the adoption of renewable energy systems."}
-{"_id": "TSLA20230136", "title": "TSLA Intellectual Property", "text": "We place a strong emphasis on our innovative approach and proprietary designs which bring intrinsic value and uniqueness to our product portfolio. As part of our business, we seek to protect the underlying intellectual property rights of these innovations and designs such as with respect to patents, trademarks, copyrights, trade secrets, confidential information and other measures, including through employee and third-party nondisclosure agreements and other contractual arrangements. For example, we place a high priority on obtaining patents to provide the broadest and strongest possible protection to enable our freedom to operate our innovations and designs across all of our products and technologies as well as to protect and defend our product portfolio. We have also adopted a patent policy in which we irrevocably pledged that we will not initiate a lawsuit against any party for infringing our patents through activity relating to electric vehicles or related equipment for so long as such party is acting in good faith. We made this pledge in order to encourage the advancement of a common, rapidly-evolving platform for electric vehicles, thereby benefiting ourselves, other companies making electric vehicles and the world."}
-{"_id": "TSLA20230139", "title": "TSLA ESG", "text": "The very purpose of Tesla's existence is to accelerate the world's transition to sustainable energy. We believe the world cannot reduce carbon emissions without addressing both energy generation and consumption, and we are designing and manufacturing a complete energy and transportation ecosystem to achieve this goal. As we expand, we are building each new factory to be more efficient and sustainably designed than the previous one, including with respect to per-unit waste reduction and resource consumption, including water and energy usage. We are focused on further enhancing sustainability of operations outside of our direct control, including reducing the carbon footprint of our supply chain."}
-{"_id": "TSLA20230141", "title": "TSLA ESG", "text": "We are committed to sourcing only responsibly produced materials, and our suppliers are required to provide evidence of management systems that ensure social, environmental and sustainability best practices in their own operations, as well as to demonstrate a commitment to responsible sourcing into their supply chains. We have a zero-tolerance policy when it comes to child or forced labor and human trafficking by our suppliers and we look to the Organization for Economic Co-operation and Development Due Diligence Guidelines to inform our process and use feedback from our internal and external stakeholders to find ways to continually improve. We are also driving safety in our own factories by focusing on worker engagement. Our incidents per vehicle continue to drop even as our production volumes increase. We also strive to be an employer of choice by offering compelling, impactful jobs with best in-industry benefits."}
-{"_id": "TSLA20230142", "title": "TSLA ESG", "text": "We believe that sound corporate governance is critical to helping us achieve our goals, including with respect to ESG. We continue to evolve a governance framework that exercises appropriate oversight of responsibilities at all levels throughout the company and manages its affairs consistent with high principles of business ethics. Our ESG Sustainability Council is made up of leaders from across our company, and regularly presents to our Board of Directors, which oversees our ESG impacts, initiatives and priorities."}
-{"_id": "TSLA20230144", "title": "TSLA Human Capital Resources", "text": "A competitive edge for Tesla is its ability to attract and retain high quality employees. During the past year, Tesla made substantial investments in its workforce, further strengthening its standing as one of the most desirable and innovative companies to work for. As of December 31, 2023, our employee headcount worldwide was 140,473."}
-{"_id": "TSLA20230145", "title": "TSLA Human Capital Resources", "text": "We have created an environment that fosters growth opportunities, and as of this report, nearly two-thirds (65%) of our managers were promoted from an internal, non-manager position, and 43% of our management employees have been with Tesla for more than five years. Tesla\u2019s growth of 35% over the past two years has offered internal career development to our employees as well as the ability to make a meaningful contribution to a sustainable future."}
-{"_id": "TSLA20230146", "title": "TSLA Human Capital Resources", "text": "We are able to retain our employees, in part, not only because employees can enjoy ownership in Tesla through stock (of which 89% have been given the opportunity to), but because we also provide them with excellent health benefits such as free counseling, paid parental leave, paid time off and zero-premium medical plan options that are made available on the first day of employment."}
-{"_id": "TSLA20230147", "title": "TSLA Human Capital Resources", "text": "We recognize the positive impact that leaders can have on their teams and offer fundamental skills training and continuous development to all leaders through various programs globally."}
-{"_id": "TSLA20230156", "title": "TSLA Human Capital Resources", "text": "We don\u2019t stop there. Tesla has several other programs strategically designed to increase paths for greater career opportunity such as: \u2022Technician Trainee (Service) \u2013 The Tesla Technician Trainee Program provides on-the-job automotive maintenance training at Tesla, resulting in an industry certification. Targeted at individuals with limited experience, whether in industry or vocational schools, the program prepares trainees for employment as technicians. In 2023, we hired over 1,900 Technician Trainees across the U.S., Germany and China. \u2022START (Manufacturing and Service) \u2013 Tesla START is an intensive training program that complements the Technician Trainee program and equips individuals with the skills needed for a successful technician role at Tesla. We have partnered with colleges and technical academies to launch Tesla START in the U.S., United Kingdom and Germany. In 2023, we hired over 350 trainees for manufacturing and service roles through this program, providing an opportunity to transition into full-time employment. \u2022Internships \u2013 Annually, Tesla hires over 6,000 university and college students from around the world. We recruit from diverse student organizations and campuses, seeking top talent passionate about our mission. Our interns engage in meaningful work from day one, and we often offer them full-time positions post-internship. \u2022Military Fellowship and Transition Programs \u2013 The Military Fellowship and Transition Programs are designed to offer exiting military service members in the U.S. and Europe with career guidance on transitioning into the civil workforce. We partner with the career transition services of European Defence Ministries across five countries, as well as the U.S. Chamber of Commerce\u2019s Hire our Heroes. These programs aim to convert high-performing individuals to full-time roles and create a veteran talent pipeline. \u2022Apprenticeships \u2013 Tesla Apprenticeships are offered globally, providing academic and on-the-job training to prepare specialists in skilled trades. Apprentices will complete between one to four years of on-the-job training. Apprentice programs have seen skilled trade hires across the U.S., Australia, Hong Kong, Korea and Germany. \u2022Manufacturing Development Program \u2013 Tesla's manufacturing pathway program is designed to provide graduating high school seniors with the financial resources, coursework and experience they need to start a successful manufacturing career at Tesla. We hired 373 graduates through this program in 2023, and our goal in 2024 is grow this program to over 600 students annually across our Fremont Factory, Gigafactory Nevada, Gigafactory Texas and Gigafactory New York. \u2022Engineering Development Program \u2013 Launched in January 2024, this program targets recent college and university graduates for specialized engineering fields. In collaboration with Austin Community College, the program educates early-career engineers in controls engineering, enhancing their knowledge of high-demand technologies for U.S. manufacturing."}
-{"_id": "TSLA20230157", "title": "TSLA Human Capital Resources", "text": "We will continue to expand the opportunities for our employees to add skills and develop professionally with a new Employee Educational Assistance Program launching in the U.S. in the spring of 2024 to help employees pursue select certificates or degrees. With virtual, self-paced education options available, employees can pursue a new path or expand their knowledge while continuing to grow their career."}
-{"_id": "TSLA20230158", "title": "TSLA Human Capital Resources", "text": "At Tesla, our employees show up passionate about making a difference in the world and for each other. We remain unwavering in our demand that our factories, offices, stores and service centers are places where our employees feel respected and appreciated. Our policies are designed to promote fairness and respect for everyone. We hire, evaluate and promote employees based on their skills and performance. Everyone is expected to be trustworthy, demonstrate excellence in their performance and collaborate with others. With this in mind, we will not tolerate certain behaviors. These include harassment, retaliation, violence, intimidation and discrimination of any kind on the basis of race, color, religion, national origin, gender, sexual orientation, gender identity, gender expression, age, disability or veteran status."}
-{"_id": "TSLA20230159", "title": "TSLA Human Capital Resources", "text": "Anti-harassment training is conducted on day one of new hire orientation for all employees and reoccurring for leaders. In addition, we run various leadership development programs throughout the year aimed at enhancing leaders\u2019 skills, and in particular, helping them to understand how to appropriately respond to and address employee concerns."}
-{"_id": "TSLA20230160", "title": "TSLA Human Capital Resources", "text": "Employees are encouraged to speak up both in regard to misconduct and safety concerns and can do so by contacting the integrity line, submitting concerns through our Take Charge process, or notifying their Human Resource Partner or any member of management. Concerns are reviewed in accordance with established protocols by investigators with expertise, who also review for trends and outcomes for remediation and appropriate controls. Responding to questions timely is key so Human Resource Partners for each functional area are visible throughout facilities and are actively involved in driving culture and engagement alongside business leaders."}
-{"_id": "TSLA20230162", "title": "TSLA Available Information", "text": "We file or furnish periodic reports and amendments thereto, including our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, proxy statements and other information with the SEC. In addition, the SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically. Our website is located at www.tesla.com, and our reports, amendments thereto, proxy statements and other information are also made available, free of charge, on our investor relations website at ir.tesla.com as soon as reasonably practicable after we electronically file or furnish such information with the SEC. The information posted on our website is not incorporated by reference into this Annual Report on Form 10-K."}
-{"_id": "TSLA20230164", "title": "TSLA RISK FACTORS", "text": "You should carefully consider the risks described below together with the other information set forth in this report, which could materially affect our business, financial condition and future results. The risks described below are not the only risks facing our company. Risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and operating results."}
-{"_id": "TSLA20230166", "title": "TSLA Risks Related to Our Ability to Grow Our Business", "text": "We may experience delays in launching and ramping the production of our products and features, or we may be unable to control our manufacturing costs."}
-{"_id": "TSLA20230168", "title": "TSLA Risks Related to Our Ability to Grow Our Business", "text": "We have previously experienced and may in the future experience launch and production ramp delays for new products and features. For example, we encountered unanticipated supplier issues that led to delays during the initial ramp of our first Model X and experienced challenges with a supplier and with ramping full automation for certain of our initial Model 3 manufacturing processes. In addition, we may introduce in the future new or unique manufacturing processes and design features for our products. As we expand our vehicle offerings and global footprint, there is no guarantee that we will be able to successfully and timely introduce and scale such processes or features."}
-{"_id": "TSLA20230169", "title": "TSLA Risks Related to Our Ability to Grow Our Business", "text": "In particular, our future business depends in large part on increasing the production of mass-market vehicles. In order to be successful, we will need to implement, maintain and ramp efficient and cost-effective manufacturing capabilities, processes and supply chains and achieve the design tolerances, high quality and output rates we have planned at our manufacturing facilities in California, Nevada, Texas, China, Germany and any future sites such as Mexico. We will also need to hire, train and compensate skilled employees to operate these facilities. Bottlenecks and other unexpected challenges such as those we experienced in the past may arise during our production ramps, and we must address them promptly while continuing to improve manufacturing processes and reducing costs. If we are not successful in achieving these goals, we could face delays in establishing and/or sustaining our product ramps or be unable to meet our related cost and profitability targets."}
-{"_id": "TSLA20230170", "title": "TSLA Risks Related to Our Ability to Grow Our Business", "text": "We have experienced, and may also experience similar future delays in launching and/or ramping production of our energy storage products and Solar Roof; new product versions or variants; new vehicles; and future features and services based on artificial intelligence. Likewise, we may encounter delays with the design, construction and regulatory or other approvals necessary to build and bring online future manufacturing facilities and products."}
-{"_id": "TSLA20230171", "title": "TSLA Risks Related to Our Ability to Grow Our Business", "text": "Any delay or other complication in ramping the production of our current products or the development, manufacture, launch and production ramp of our future products, features and services, or in doing so cost-effectively and with high quality, may harm our brand, business, prospects, financial condition and operating results."}
-{"_id": "TSLA20230172", "title": "TSLA Risks Related to Our Ability to Grow Our Business", "text": "Our suppliers may fail to deliver components according to schedules, prices, quality and volumes that are acceptable to us, or we may be unable to manage these components effectively."}
-{"_id": "TSLA20230173", "title": "TSLA Risks Related to Our Ability to Grow Our Business", "text": "Our products contain thousands of parts purchased globally from hundreds of suppliers, including single-source direct suppliers, which exposes us to multiple potential sources of component shortages. Unexpected changes in business conditions, materials pricing, including inflation of raw material costs, labor issues, wars, trade policies, natural disasters, health epidemics such as the global COVID-19 pandemic, trade and shipping disruptions, port congestions, cyberattacks and other factors beyond our or our suppliers\u2019 control could also affect these suppliers\u2019 ability to deliver components to us or to remain solvent and operational. For example, a global shortage of semiconductors beginning in early 2021 has caused challenges in the manufacturing industry and impacted our supply chain and production. Additionally, if our suppliers do not accurately forecast and effectively allocate production or if they are not willing to allocate sufficient production to us, or face other challenges such as insolvency, it may reduce our access to components and require us to search for new suppliers. The unavailability of any component or supplier could result in production delays, idle manufacturing facilities, product design changes and loss of access to important technology and tools for producing and supporting our products, as well as impact our capacity expansion and our ability to fulfill our obligations under customer contracts. Moreover, significant increases in our production or product design changes by us have required and may in the future require us to procure additional components in a short amount of time. We have faced in the past, and may face suppliers who are unwilling or unable to sustainably meet our timelines or our cost, quality and volume needs, which may increase our costs or require us to replace them with other sources. Finally, as we construct new manufacturing facilities and add production lines to existing facilities, we may experience issues in correspondingly increasing the level of localized procurement at those facilities. While we believe that we will be able to secure additional or alternate sources or develop our own replacements for most of our components, there is no assurance that we will be able to do so quickly or at all. Additionally, we may be unsuccessful in our continuous efforts to negotiate with existing suppliers to obtain cost reductions and avoid unfavorable changes to terms, source less expensive suppliers for certain parts and redesign certain parts to make them less expensive to produce, especially in the case of increases in materials pricing. Any of these occurrences may harm our business, prospects, financial condition and operating results."}
-{"_id": "TSLA20230174", "title": "TSLA Risks Related to Our Ability to Grow Our Business", "text": "As the scale of our vehicle production increases, we will also need to accurately forecast, purchase, warehouse and transport components at high volumes to our manufacturing facilities and servicing locations internationally. If we are unable to accurately match the timing and quantities of component purchases to our actual needs or successfully implement automation, inventory management and other systems to accommodate the increased complexity in our supply chain and parts management, we may incur unexpected production disruption, storage, transportation and write-off costs, which may harm our business and operating results."}
-{"_id": "TSLA20230175", "title": "TSLA Risks Related to Our Ability to Grow Our Business", "text": "We may be unable to meet our projected construction timelines, costs and production ramps at new factories, or we may experience difficulties in generating and maintaining demand for products manufactured there."}
-{"_id": "TSLA20230177", "title": "TSLA Risks Related to Our Ability to Grow Our Business", "text": "Our ability to increase production of our vehicles on a sustained basis, make them affordable globally by accessing local supply chains and workforces and streamline delivery logistics is dependent on the construction and ramp of our current and future factories. The construction of and commencement and ramp of production at these factories are subject"}
-{"_id": "TSLA20230178", "title": "TSLA Risks Related to Our Ability to Grow Our Business", "text": "to a number of uncertainties inherent in all new manufacturing operations, including ongoing compliance with regulatory requirements, procurement and maintenance of construction, environmental and operational licenses and approvals for additional expansion, supply chain constraints, hiring, training and retention of qualified employees and the pace of bringing production equipment and processes online with the capability to manufacture high-quality units at scale. Moreover, we will have to establish and ramp production of our proprietary battery cells and packs at our new factories, and we additionally intend to incorporate sequential design and manufacturing changes into vehicles manufactured at each new factory. If we experience any issues or delays in meeting our projected timelines, costs, capital efficiency and production capacity for our new factories, expanding and managing teams to implement iterative design and production changes there, maintaining and complying with the terms of any debt financing that we obtain to fund them or generating and maintaining demand for the vehicles we manufacture there, our business, prospects, operating results and financial condition may be harmed."}
-{"_id": "TSLA20230179", "title": "TSLA Risks Related to Our Ability to Grow Our Business", "text": "We may be unable to grow our global product sales, delivery and installation capabilities and our servicing and vehicle charging networks, or we may be unable to accurately project and effectively manage our growth."}
-{"_id": "TSLA20230180", "title": "TSLA Risks Related to Our Ability to Grow Our Business", "text": "Our success will depend on our ability to continue to expand our sales capabilities. We are targeting a global mass demographic with a broad range of potential customers, in which we have relatively limited experience projecting demand and pricing our products. We currently produce numerous international variants at a limited number of factories, and if our specific demand expectations for these variants prove inaccurate, we may not be able to timely generate deliveries matched to the vehicles that we produce in the same timeframe or that are commensurate with the size of our operations in a given region. Likewise, as we develop and grow our energy products and services worldwide, our success will depend on our ability to correctly forecast demand in various markets."}
-{"_id": "TSLA20230181", "title": "TSLA Risks Related to Our Ability to Grow Our Business", "text": "Because we do not have independent dealer networks, we are responsible for delivering all of our vehicles to our customers. As our production volumes continue to grow, we have faced in the past, and may face challenges with deliveries at increasing volumes, particularly in international markets requiring significant transit times. We have also deployed a number of delivery models, such as deliveries to customers\u2019 homes and workplaces and touchless deliveries, but there is no guarantee that such models will be scalable or be accepted globally. Likewise, as we ramp our energy products, we are working to substantially increase our production and installation capabilities. If we experience production delays or inaccurately forecast demand, our business, financial condition and operating results may be harmed."}
-{"_id": "TSLA20230182", "title": "TSLA Risks Related to Our Ability to Grow Our Business", "text": "Moreover, because of our unique expertise with our vehicles, we recommend that our vehicles be serviced by us or by certain authorized professionals. If we experience delays in adding servicing capacity or servicing our vehicles efficiently, or experience unforeseen issues with the reliability of our vehicles, particularly higher-volume additions to our fleet such as Model 3 and Model Y, it could overburden our servicing capabilities and parts inventory. Similarly, the increasing number of Tesla vehicles also requires us to continue to rapidly increase the number of our Supercharger stations and connectors throughout the world."}
-{"_id": "TSLA20230183", "title": "TSLA Risks Related to Our Ability to Grow Our Business", "text": "There is no assurance that we will be able to ramp our business to meet our sales, delivery, installation, servicing and vehicle charging targets globally, that our projections on which such targets are based will prove accurate or that the pace of growth or coverage of our customer infrastructure network will meet customer expectations. These plans require significant cash investments and management resources and there is no guarantee that they will generate additional sales or installations of our products, or that we will be able to avoid cost overruns or be able to hire additional personnel to support them. As we expand, we will also need to ensure our compliance with regulatory requirements in various jurisdictions applicable to the sale, installation and servicing of our products, the sale or dispatch of electricity related to our energy products and the operation of Superchargers. If we fail to manage our growth effectively, it may harm our brand, business, prospects, financial condition and operating results."}
-{"_id": "TSLA20230184", "title": "TSLA Risks Related to Our Ability to Grow Our Business", "text": "We will need to maintain and significantly grow our access to battery cells, including through the development and manufacture of our own cells, and control our related costs."}
-{"_id": "TSLA20230186", "title": "TSLA Risks Related to Our Ability to Grow Our Business", "text": "We are dependent on the continued supply of lithium-ion battery cells for our vehicles and energy storage products, and we will require substantially more cells to grow our business according to our plans. Currently, we rely on suppliers such as Panasonic and Contemporary Amperex Technology Co. Limited (CATL) for these cells. We have to date fully qualified only a very limited number of such suppliers and have limited flexibility in changing suppliers. Any disruption in the supply of battery cells from our suppliers could limit production of our vehicles and energy storage products. In the long term, we intend to supplement cells from our suppliers with cells manufactured by us, which we believe will be more efficient, manufacturable at greater volumes and more cost-effective than currently available cells. However, our efforts to develop and manufacture such battery cells have required, and may continue to require, significant investments, and there can be no assurance that we will be able to achieve these targets in the timeframes that we have planned or at all. If we are"}
-{"_id": "TSLA20230187", "title": "TSLA Risks Related to Our Ability to Grow Our Business", "text": "unable to do so, we may have to curtail our planned vehicle and energy storage product production or procure additional cells from suppliers at potentially greater costs, either of which may harm our business and operating results."}
-{"_id": "TSLA20230188", "title": "TSLA Risks Related to Our Ability to Grow Our Business", "text": "In addition, the cost and mass production of battery cells, whether manufactured by our suppliers or by us, depends in part upon the prices and availability of raw materials such as lithium, nickel, cobalt and/or other metals. The prices for these materials fluctuate and their available supply may be unstable, depending on market conditions and global demand for these materials. For example, as a result of increased global production of electric vehicles and energy storage products, suppliers of these raw materials may be unable to meet our volume needs. Additionally, our suppliers may not be willing or able to reliably meet our timelines or our cost and quality needs, which may require us to replace them with other sources. Any reduced availability of these materials may impact our access to cells and our growth, and any increases in their prices may reduce our profitability if we cannot recoup such costs through increased prices. Moreover, our inability to meet demand and any product price increases may harm our brand, growth, prospects and operating results."}
-{"_id": "TSLA20230189", "title": "TSLA Risks Related to Our Ability to Grow Our Business", "text": "Our future growth and success are dependent upon consumers\u2019 demand for electric vehicles and specifically our vehicles in an automotive industry that is generally competitive, cyclical and volatile."}
-{"_id": "TSLA20230190", "title": "TSLA Risks Related to Our Ability to Grow Our Business", "text": "Though we continue to see increased interest and adoption of electric vehicles, if the market for electric vehicles in general and Tesla vehicles in particular does not develop as we expect, develops more slowly than we expect, or if demand for our vehicles decreases in our markets or our vehicles compete with each other, our business, prospects, financial condition and operating results may be harmed."}
-{"_id": "TSLA20230197", "title": "TSLA Risks Related to Our Ability to Grow Our Business", "text": "In addition, electric vehicles still constitute a small percentage of overall vehicle sales. As a result, the market for our vehicles could be negatively affected by numerous factors, such as: \u2022perceptions about electric vehicle features, quality, safety, performance and cost; \u2022perceptions about the limited range over which electric vehicles may be driven on a single battery charge, and access to charging facilities; \u2022competition, including from other types of alternative fuel vehicles, plug-in hybrid electric vehicles and high fuel-economy internal combustion engine vehicles; \u2022volatility in the cost of oil, gasoline and energy; \u2022government regulations and economic incentives and conditions; and \u2022concerns about our future viability."}
-{"_id": "TSLA20230198", "title": "TSLA Risks Related to Our Ability to Grow Our Business", "text": "The target demographics for our vehicles are highly competitive. Sales of vehicles in the automotive industry tend to be cyclical in many markets, which may expose us to further volatility. We also cannot predict the duration or direction of current global trends or their sustained impact on consumer demand. Ultimately, we continue to monitor macroeconomic conditions to remain flexible and to optimize and evolve our business as appropriate, and attempt to accurately project demand and infrastructure requirements globally and deploy our production, workforce and other resources accordingly. Rising interest rates may lead to consumers to increasingly pull back spending, including on our products, which may harm our demand, business and operating results. If we experience unfavorable global market conditions, or if we cannot or do not maintain operations at a scope that is commensurate with such conditions or are later required to or choose to suspend such operations again, our business, prospects, financial condition and operating results may be harmed."}
-{"_id": "TSLA20230199", "title": "TSLA Risks Related to Our Ability to Grow Our Business", "text": "We face strong competition for our products and services from a growing list of established and new competitors."}
-{"_id": "TSLA20230201", "title": "TSLA Risks Related to Our Ability to Grow Our Business", "text": "The worldwide automotive market is highly competitive today and we expect it will become even more so in the future. A significant and growing number of established and new automobile manufacturers, as well as other companies, have entered, or are reported to have plans to enter, the market for electric and other alternative fuel vehicles, including hybrid, plug-in hybrid and fully electric vehicles, as well as the market for self-driving technology and other vehicle applications and software platforms. In some cases, our competitors offer or will offer electric vehicles in important markets such as China and Europe, and/or have announced an intention to produce electric vehicles exclusively at some point in the future. In addition, certain government and economic incentives which provide benefits to manufacturers who assemble domestically or have local suppliers, may provide a greater benefit to our competitors, which could negatively impact our profitability. Many of our competitors have significantly more or better-established resources than we do to devote to the design, development, manufacturing, distribution, promotion, sale and support of their products. Increased competition could result in our lower vehicle unit sales, price reductions, revenue shortfalls, loss of customers and loss of market share, which may harm our business, financial condition and operating results."}
-{"_id": "TSLA20230202", "title": "TSLA Risks Related to Our Ability to Grow Our Business", "text": "We also face competition in our energy generation and storage business from other manufacturers, developers, installers and service providers of competing energy technologies, as well as from large utilities. Decreases in the retail or wholesale prices of electricity from utilities or other renewable energy sources could make our products less attractive to customers and lead to an increased rate of customer defaults."}
-{"_id": "TSLA20230204", "title": "TSLA Risks Related to Our Operations", "text": "We may experience issues with lithium-ion cells or other components manufactured at our Gigafactories, which may harm the production and profitability of our vehicle and energy storage products."}
-{"_id": "TSLA20230205", "title": "TSLA Risks Related to Our Operations", "text": "Our plan to grow the volume and profitability of our vehicles and energy storage products depends on significant lithium-ion battery cell production, including by our partner Panasonic at Gigafactory Nevada. We also produce several vehicle components at our Gigafactories, such as battery modules and packs and drive units, and manufacture energy storage products. If we are unable to or otherwise do not maintain and grow our respective operations, or if we are unable to do so cost-effectively or hire and retain highly-skilled personnel there, our ability to manufacture our products profitably would be limited, which may harm our business and operating results."}
-{"_id": "TSLA20230206", "title": "TSLA Risks Related to Our Operations", "text": "Finally, the high volumes of lithium-ion cells and battery modules and packs manufactured by us and by our suppliers are stored and recycled at our various facilities. Any mishandling of these products may cause disruption to the operation of such facilities. While we have implemented safety procedures related to the handling of the cells, there can be no assurance that a safety issue or fire related to the cells would not disrupt our operations. Any such disruptions or issues may harm our brand and business."}
-{"_id": "TSLA20230207", "title": "TSLA Risks Related to Our Operations", "text": "We face risks associated with maintaining and expanding our international operations, including unfavorable and uncertain regulatory, political, economic, tax and labor conditions."}
-{"_id": "TSLA20230208", "title": "TSLA Risks Related to Our Operations", "text": "We are subject to legal and regulatory requirements, political uncertainty and social, environmental and economic conditions in numerous jurisdictions, including markets in which we generate significant sales, over which we have little control and which are inherently unpredictable. Our operations in such jurisdictions, particularly as a company based in the U.S., create risks relating to conforming our products to regulatory and safety requirements and charging and other electric infrastructures; organizing local operating entities; establishing, staffing and managing foreign business locations; attracting local customers; navigating foreign government taxes, regulations and permit requirements; enforceability of our contractual rights; trade restrictions, customs regulations, tariffs and price or exchange controls; and preferences in foreign nations for domestically manufactured products. For example, we monitor tax legislation changes on a global basis, including changes arising as a result of the Organization for Economic Cooperation and Development\u2019s multi-jurisdictional plan of action to address base erosion and profit shifting. Such conditions may increase our costs, impact our ability to sell our products and require significant management attention, and may harm our business if we are unable to manage them effectively."}
-{"_id": "TSLA20230209", "title": "TSLA Risks Related to Our Operations", "text": "Our business may suffer if our products or features contain defects, fail to perform as expected or take longer than expected to become fully functional."}
-{"_id": "TSLA20230211", "title": "TSLA Risks Related to Our Operations", "text": "If our products contain design or manufacturing defects, whether relating to our software or hardware, that cause them not to perform as designed or intended or that require repair, or certain features of our vehicles such as new Autopilot or FSD Capability features take longer than expected to become enabled, are legally restricted or become subject to onerous regulation, our ability to develop, market and sell our products and services may be harmed, and we may experience delivery delays, product recalls, allegations of product liability, breach of warranty and related consumer protection claims and significant warranty and other expenses. While we are continuously working to develop and improve our products\u2019 capability and performance, there is no guarantee that any incremental changes in the specific software or equipment we deploy in our vehicles over time will not result in initial functional disparities from prior iterations or will perform as forecast in the timeframe we anticipate, or at all. Although we attempt to remedy any issues we observe in our products as effectively and rapidly as possible, such efforts may not be timely, may hamper production or may not completely satisfy our customers. We have performed, and continue to perform, extensive internal testing on our products and features, though, like the rest of the industry, we currently have a limited frame of reference by which to evaluate certain aspects of their long-term quality, reliability, durability and performance characteristics, including exposure to or consequence of external attacks. While we attempt to identify and address or remedy defects we identify pre-production and sale, there may be latent defects that we may be unable to detect or control for in our products, and thereby address, prior to their sale to or installation for customers."}
-{"_id": "TSLA20230212", "title": "TSLA Risks Related to Our Operations", "text": "We may be required to defend or insure against product liability claims."}
-{"_id": "TSLA20230213", "title": "TSLA Risks Related to Our Operations", "text": "The automobile industry generally experiences significant product liability claims, and as such we face the risk of such claims in the event our vehicles do not perform or are claimed to not have performed as expected. As is true for other automakers, our vehicles have been involved and we expect in the future will be involved in accidents resulting in death or personal injury, and such accidents where Autopilot, Enhanced Autopilot or FSD Capability features are engaged are the subject of significant public attention, especially in light of NHTSA\u2019s Standing General Order requiring reports regarding crashes involving vehicles with advanced driver assistance systems. We have experienced, and we expect to continue to face, claims and regulatory scrutiny arising from or related to misuse or claimed failures or alleged misrepresentations of such new technologies that we are pioneering. In addition, the battery packs that we produce make use of lithium-ion cells. On rare occasions, lithium-ion cells can rapidly release the energy they contain by venting smoke and flames in a manner that can ignite nearby materials as well as other lithium-ion cells. While we have designed our battery packs to passively contain any single cell\u2019s release of energy without spreading to neighboring cells, there can be no assurance that a field or testing failure of our vehicles or other battery packs that we produce will not occur, in particular due to a high-speed crash. Likewise, as our solar energy systems and energy storage products generate and store electricity, they have the potential to fail or cause injury to people or property. Any product liability claim may subject us to lawsuits and substantial monetary damages, product recalls or redesign efforts, and even a meritless claim may require us to defend it, all of which may generate negative publicity and be expensive and time-consuming. In most jurisdictions, we generally self-insure against the risk of product liability claims for vehicle exposure, meaning that any product liability claims will likely have to be paid from company funds and not by insurance."}
-{"_id": "TSLA20230214", "title": "TSLA Risks Related to Our Operations", "text": "We will need to maintain public credibility and confidence in our long-term business prospects in order to succeed."}
-{"_id": "TSLA20230215", "title": "TSLA Risks Related to Our Operations", "text": "In order to maintain and grow our business, we must maintain credibility and confidence among customers, suppliers, analysts, investors, ratings agencies and other parties in our long-term financial viability and business prospects. Maintaining such confidence may be challenging due to our limited operating history relative to established competitors; customer unfamiliarity with our products; any delays we may experience in scaling manufacturing, delivery and service operations to meet demand; competition and uncertainty regarding the future of electric vehicles or our other products and services; our quarterly production and sales performance compared with market expectations; and other factors including those over which we have no control. In particular, Tesla\u2019s products, business, results of operations, and statements and actions of Tesla and its management are subject to significant amounts of commentary by a range of third parties. Such attention can include criticism, which may be exaggerated or unfounded, such as speculation regarding the sufficiency or stability of our management team. Any such negative perceptions, whether caused by us or not, may harm our business and make it more difficult to raise additional funds if needed."}
-{"_id": "TSLA20230216", "title": "TSLA Risks Related to Our Operations", "text": "We may be unable to effectively grow, or manage the compliance, residual value, financing and credit risks related to, our various financing programs."}
-{"_id": "TSLA20230217", "title": "TSLA Risks Related to Our Operations", "text": "We offer financing arrangements for our vehicles in North America, Europe and Asia primarily ourselves and through various financial institutions. We also currently offer vehicle financing arrangements directly through our local subsidiaries in certain markets. Depending on the country, such arrangements are available for specified models and may include operating leases directly with us under which we typically receive only a very small portion of the total vehicle purchase price at the time of lease, followed by a stream of payments over the term of the lease. We have also offered various arrangements for customers of our solar energy systems whereby they pay us a fixed payment to lease or finance the purchase of such systems or purchase electricity generated by them. If we do not successfully monitor and comply with applicable national, state and/or local financial regulations and consumer protection laws governing these transactions, we may become subject to enforcement actions or penalties."}
-{"_id": "TSLA20230219", "title": "TSLA Risks Related to Our Operations", "text": "The profitability of any directly-leased vehicles returned to us at the end of their leases depends on our ability to accurately project our vehicles\u2019 residual values at the outset of the leases, and such values may fluctuate prior to the end of their terms depending on various factors such as supply and demand of our used vehicles, economic cycles and the pricing of new vehicles. We have made in the past and may make in the future certain adjustments to our prices from time to time in the ordinary course of business, which may impact the residual values of our vehicles and reduce the profitability of our vehicle leasing program. The funding and growth of this program also rely on our ability to secure adequate financing and/or business partners. If we are unable to adequately fund our leasing program through internal funds, partners or other financing sources, and compelling alternative financing programs are not available for our customers who may expect or need such options, we may be unable to grow our vehicle deliveries. Furthermore, if our vehicle leasing business grows substantially, our business may suffer if we cannot effectively manage the resulting greater levels of residual risk."}
-{"_id": "TSLA20230220", "title": "TSLA Risks Related to Our Operations", "text": "Similarly, we have provided resale value guarantees to vehicle customers and partners for certain financing programs, under which such counterparties may sell their vehicles back to us at certain points in time at pre-determined amounts. However, actual resale values are subject to fluctuations over the term of the financing arrangements, such as from the vehicle pricing changes discussed above. If the actual resale values of any vehicles resold or returned to us pursuant to these programs are materially lower than the pre-determined amounts we have offered, our financial condition and operating results may be harmed."}
-{"_id": "TSLA20230221", "title": "TSLA Risks Related to Our Operations", "text": "Finally, our vehicle and solar energy system financing programs and our energy storage sales programs also expose us to customer credit risk. In the event of a widespread economic downturn or other catastrophic event, our customers may be unable or unwilling to satisfy their payment obligations to us on a timely basis or at all. If a significant number of our customers default, we may incur substantial credit losses and/or impairment charges with respect to the underlying assets."}
-{"_id": "TSLA20230222", "title": "TSLA Risks Related to Our Operations", "text": "We must manage ongoing obligations under our agreement with the Research Foundation for the State University of New York relating to our Gigafactory New York."}
-{"_id": "TSLA20230223", "title": "TSLA Risks Related to Our Operations", "text": "We are party to an operating lease and a research and development agreement through the State University of New York (the \u201cSUNY Foundation\u201d). These agreements provide for the construction and use of our Gigafactory New York, which we have primarily used for the development and production of our Solar Roof and other solar products and components, energy storage components and Supercharger components, and for other lessor-approved functions. Under this agreement, we are obligated to, among other things, meet employment targets as well as specified minimum numbers of personnel in the State of New York and in Buffalo, New York and spend or incur $5.00 billion in combined capital, operational expenses, costs of goods sold and other costs in the State of New York during a period that was initially 10 years beginning April 30, 2018. As of December 31, 2023, we are currently in excess of such targets relating to investments and personnel in the State of New York and Buffalo. While we expect to have and grow significant operations at Gigafactory New York and the surrounding Buffalo area, any failure by us in any year over the course of the term of the agreement to meet all applicable future obligations may result in our obligation to pay a \u201cprogram payment\u201d of $41 million to the SUNY Foundation for such year, the termination of our lease at Gigafactory New York which may require us to pay additional penalties, and/or the need to adjust certain of our operations. Any of the foregoing events may harm our business, financial condition and operating results."}
-{"_id": "TSLA20230224", "title": "TSLA Risks Related to Our Operations", "text": "If we are unable to attract, hire and retain key employees and qualified personnel, our ability to compete may be harmed."}
-{"_id": "TSLA20230225", "title": "TSLA Risks Related to Our Operations", "text": "The loss of the services of any of our key employees or any significant portion of our workforce could disrupt our operations or delay the development, introduction and ramp of our products and services. In particular, we are highly dependent on the services of Elon Musk, Technoking of Tesla and our Chief Executive Officer. None of our key employees is bound by an employment agreement for any specific term and we may not be able to successfully attract and retain senior leadership necessary to grow our business. Our future success also depends upon our ability to attract, hire and retain a large number of engineering, manufacturing, marketing, sales and delivery, service, installation, technology and support personnel, especially to support our planned high-volume product sales, market and geographical expansion and technological innovations. If we are not successful in managing these risks, our business, financial condition and operating results may be harmed."}
-{"_id": "TSLA20230226", "title": "TSLA Risks Related to Our Operations", "text": "Employees may leave Tesla or choose other employers over Tesla due to various factors, such as a very competitive labor market for talented individuals with automotive or technology experience, or any negative publicity related to us. In regions where we have or will have operations, particularly significant engineering and manufacturing centers, there is strong competition for individuals with skillsets needed for our business, including specialized knowledge of electric vehicles, engineering and electrical and building construction expertise. We also compete with both mature and prosperous companies that have far greater financial resources than we do and start-ups and emerging companies that promise short-term growth opportunities."}
-{"_id": "TSLA20230228", "title": "TSLA Risks Related to Our Operations", "text": "Finally, our compensation philosophy for all of our personnel reflects our startup origins, with an emphasis on equity-based awards and benefits in order to closely align their incentives with the long-term interests of our stockholders. We periodically seek and obtain approval from our stockholders for future increases to the number of awards available under our equity incentive and employee stock purchase plans. If we are unable to obtain the requisite stockholder approvals for such future increases, we may have to expend additional cash to compensate our employees and our ability to retain and hire qualified personnel may be harmed."}
-{"_id": "TSLA20230229", "title": "TSLA Risks Related to Our Operations", "text": "We are highly dependent on the services of Elon Musk, Technoking of Tesla and our Chief Executive Officer."}
-{"_id": "TSLA20230230", "title": "TSLA Risks Related to Our Operations", "text": "We are highly dependent on the services of Elon Musk, Technoking of Tesla and our Chief Executive Officer. Although Mr. Musk spends significant time with Tesla and is highly active in our management, he does not devote his full time and attention to Tesla. Mr. Musk also currently serves as Chief Executive Officer and Chief Technical Officer of Space Exploration Technologies Corp., a developer and manufacturer of space launch vehicles, Chairman and Chief Technical Officer of X Corp., a social media company, and is involved in other emerging technology ventures."}
-{"_id": "TSLA20230231", "title": "TSLA Risks Related to Our Operations", "text": "Our information technology systems or data, or those of our service providers or customers or users could be subject to cyber-attacks or other security incidents, which could result in data breaches, intellectual property theft, claims, litigation, regulatory investigations, significant liability, reputational damage and other adverse consequences."}
-{"_id": "TSLA20230232", "title": "TSLA Risks Related to Our Operations", "text": "We continue to expand our information technology systems as our operations grow, such as product data management, procurement, inventory management, production planning and execution, sales, service and logistics, dealer management, financial, tax and regulatory compliance systems. This includes the implementation of new internally developed systems and the deployment of such systems in the U.S. and abroad. While, we maintain information technology measures designed to protect us against intellectual property theft, data breaches, sabotage and other external or internal cyber-attacks or misappropriation, our systems and those of our service providers are potentially vulnerable to malware, ransomware, viruses, denial-of-service attacks, phishing attacks, social engineering, computer hacking, unauthorized access, exploitation of bugs, defects and vulnerabilities, breakdowns, damage, interruptions, system malfunctions, power outages, terrorism, acts of vandalism, security breaches, security incidents, inadvertent or intentional actions by employees or other third parties, and other cyber-attacks."}
-{"_id": "TSLA20230233", "title": "TSLA Risks Related to Our Operations", "text": "To the extent any security incident results in unauthorized access or damage to or acquisition, use, corruption, loss, destruction, alteration or dissemination of our data, including intellectual property and personal information, or our products or vehicles, or for it to be believed or reported that any of these occurred, it could disrupt our business, harm our reputation, compel us to comply with applicable data breach notification laws, subject us to time consuming, distracting and expensive litigation, regulatory investigation and oversight, mandatory corrective action, require us to verify the correctness of database contents, or otherwise subject us to liability under laws, regulations and contractual obligations, including those that protect the privacy and security of personal information. This could result in increased costs to us and result in significant legal and financial exposure and/or reputational harm."}
-{"_id": "TSLA20230234", "title": "TSLA Risks Related to Our Operations", "text": "We also rely on service providers, and similar incidents relating to their information technology systems could also have a material adverse effect on our business. There have been and may continue to be significant supply chain attacks. Our service providers, including our workforce management software provider, have been subject to ransomware and other security incidents, and we cannot guarantee that our or our service providers\u2019 systems have not been breached or that they do not contain exploitable defects, bugs, or vulnerabilities that could result in a security incident, or other disruption to, our or our service providers\u2019 systems. Our ability to monitor our service providers\u2019 security measures is limited, and, in any event, malicious third parties may be able to circumvent those security measures."}
-{"_id": "TSLA20230235", "title": "TSLA Risks Related to Our Operations", "text": "Further, the implementation, maintenance, segregation and improvement of these systems require significant management time, support and cost, and there are inherent risks associated with developing, improving and expanding our core systems as well as implementing new systems and updating current systems, including disruptions to the related areas of business operation. These risks may affect our ability to manage our data and inventory, procure parts or supplies or manufacture, sell, deliver and service products, adequately protect our intellectual property or achieve and maintain compliance with, or realize available benefits under, tax laws and other applicable regulations."}
-{"_id": "TSLA20230237", "title": "TSLA Risks Related to Our Operations", "text": "Moreover, if we do not successfully implement, maintain or expand these systems as planned, our operations may be disrupted, our ability to accurately and/or timely report our financial results could be impaired and deficiencies may arise in our internal control over financial reporting, which may impact our ability to certify our financial results. Moreover, our proprietary information, including intellectual property and personal information, could be compromised or misappropriated and our reputation may be adversely affected. If these systems or their functionality do not operate as we expect them to, we may be required to expend significant resources to make corrections or find alternative sources for performing these functions."}
-{"_id": "TSLA20230238", "title": "TSLA Risks Related to Our Operations", "text": "Any unauthorized control or manipulation of our products\u2019 systems could result in loss of confidence in us and our products."}
-{"_id": "TSLA20230239", "title": "TSLA Risks Related to Our Operations", "text": "Our products contain complex information technology systems. For example, our vehicles and energy storage products are designed with built-in data connectivity to accept and install periodic remote updates from us to improve or update their functionality. While we have implemented security measures intended to prevent unauthorized access to our information technology networks, our products and their systems, malicious entities have reportedly attempted, and may attempt in the future, to gain unauthorized access to modify, alter and use such networks, products and systems to gain control of, or to change, our products\u2019 functionality, user interface and performance characteristics or to gain access to data stored in or generated by our products. We encourage reporting of potential vulnerabilities in the security of our products through our security vulnerability reporting policy, and we aim to remedy any reported and verified vulnerability. However, there can be no assurance that any vulnerabilities will not be exploited before they can be identified, or that our remediation efforts are or will be successful."}
-{"_id": "TSLA20230240", "title": "TSLA Risks Related to Our Operations", "text": "Any unauthorized access to or control of our products or their systems or any loss of data could result in legal claims or government investigations. In addition, regardless of their veracity, reports of unauthorized access to our products, their systems or data, as well as other factors that may result in the perception that our products, their systems or data are capable of being hacked, may harm our brand, prospects and operating results. We have been the subject of such reports in the past."}
-{"_id": "TSLA20230241", "title": "TSLA Risks Related to Our Operations", "text": "Our business may be adversely affected by any disruptions caused by union activities."}
-{"_id": "TSLA20230242", "title": "TSLA Risks Related to Our Operations", "text": "It is not uncommon for employees of certain trades at companies such as ours to belong to a union, which can result in higher employee costs and increased risk of work stoppages. Moreover, regulations in some jurisdictions outside of the U.S. mandate employee participation in industrial collective bargaining agreements and work councils with certain consultation rights with respect to the relevant companies\u2019 operations. Although we work diligently to provide the best possible work environment for our employees, they may still decide to join or seek recognition to form a labor union, or we may be required to become a union signatory. From time to time, labor unions have engaged in campaigns to organize certain of our operations, as part of which such unions have filed unfair labor practice charges against us with the National Labor Relations Board (the \u201cNLRB\u201d), and they may do so in the future. Any unfavorable ultimate outcome for Tesla may have a negative impact on the perception of Tesla\u2019s treatment of our employees. Furthermore, we are directly or indirectly dependent upon companies with unionized work forces, such as suppliers and trucking and freight companies. Any work stoppages or strikes organized by such unions could delay the manufacture and sale of our products and may harm our business and operating results."}
-{"_id": "TSLA20230243", "title": "TSLA Risks Related to Our Operations", "text": "We may choose to or be compelled to undertake product recalls or take other similar actions."}
-{"_id": "TSLA20230244", "title": "TSLA Risks Related to Our Operations", "text": "As a manufacturing company, we must manage the risk of product recalls with respect to our products. Recalls for our vehicles have resulted from various hardware and software-related safety concerns or non-compliance determinations. In addition to recalls initiated by us for various causes, testing of or investigations into our products by government regulators or industry groups may compel us to initiate product recalls or may result in negative public perceptions about the safety of our products, even if we disagree with the defect determination or have data that contradicts it. In the future, we may voluntarily or involuntarily initiate recalls if any of our products are determined by us or a regulator to contain a safety defect or be noncompliant with applicable laws and regulations, such as U.S. Federal Motor Vehicle Safety Standards. Such recalls, whether voluntary or involuntary or caused by systems or components engineered or manufactured by us or our suppliers, could result in significant expense, supply chain complications and service burdens, and may harm our brand, business, prospects, financial condition and operating results."}
-{"_id": "TSLA20230245", "title": "TSLA Risks Related to Our Operations", "text": "Our current and future warranty reserves may be insufficient to cover future warranty claims."}
-{"_id": "TSLA20230247", "title": "TSLA Risks Related to Our Operations", "text": "We provide a manufacturer\u2019s warranty on all new and used Tesla vehicles we sell directly to customers. We also provide certain warranties with respect to the energy generation and storage systems we sell, including on their installation and maintenance. For components not manufactured by us, we generally pass through to our customers the applicable manufacturers\u2019 warranties, but may retain some warranty responsibilities for some or all of the life of such components. As part of our energy generation and storage system contracts, we may provide the customer with performance guarantees that guarantee that the underlying system will meet or exceed the minimum energy generation or other energy performance requirements specified in the contract. Under these performance guarantees, we generally bear the risk of electricity production or other performance shortfalls, including in some cases shortfalls caused by failures in components from third party manufacturers. These risks are exacerbated in the event such manufacturers cease operations or fail to honor their warranties."}
-{"_id": "TSLA20230248", "title": "TSLA Risks Related to Our Operations", "text": "If our warranty reserves are inadequate to cover future warranty claims on our products, our financial condition and operating results may be harmed. Warranty reserves include our management\u2019s best estimates of the projected costs to repair or to replace items under warranty, which are based on actual claims incurred to date and an estimate of the nature, frequency and costs of future claims. Such estimates are inherently uncertain and changes to our historical or projected experience, especially with respect to products that we have introduced relatively recently and/or that we expect to produce at significantly greater volumes than our past products, may cause material changes to our warranty reserves in the future."}
-{"_id": "TSLA20230249", "title": "TSLA Risks Related to Our Operations", "text": "Our insurance coverage strategy may not be adequate to protect us from all business risks."}
-{"_id": "TSLA20230250", "title": "TSLA Risks Related to Our Operations", "text": "We may be subject, in the ordinary course of business, to losses resulting from products liability, accidents, acts of God and other claims against us, for which we may have no insurance coverage. As a general matter, we do not maintain as much insurance coverage as many other companies do, and in some cases, we do not maintain any at all. Additionally, the policies that we do have may include significant deductibles or self-insured retentions, policy limitations and exclusions, and we cannot be certain that our insurance coverage will be sufficient to cover all future losses or claims against us. A loss that is uninsured or which exceeds policy limits may require us to pay substantial amounts, which may harm our financial condition and operating results."}
-{"_id": "TSLA20230251", "title": "TSLA Risks Related to Our Operations", "text": "Our debt agreements contain covenant restrictions that may limit our ability to operate our business."}
-{"_id": "TSLA20230252", "title": "TSLA Risks Related to Our Operations", "text": "The terms of certain of our debt facilities contain, and any of our other future debt agreements may contain, covenant restrictions that may limit our ability to operate our business, including restrictions on our and/or our subsidiaries\u2019 ability to, among other things, incur additional debt or create liens. In addition, under certain circumstances we are required to maintain a certain amount of liquidity. As a result of these covenants, our ability to respond to changes in business and economic conditions and engage in beneficial transactions, including to obtain additional financing as needed, may be restricted. Furthermore, our failure to comply with our debt covenants could result in a default under our debt agreements, which could permit the holders to accelerate our obligation to repay the debt. If any of our debt is accelerated, we may not have sufficient funds available to repay it."}
-{"_id": "TSLA20230253", "title": "TSLA Risks Related to Our Operations", "text": "Additional funds may not be available to us when we need or want them."}
-{"_id": "TSLA20230254", "title": "TSLA Risks Related to Our Operations", "text": "Our business and our future plans for expansion are capital-intensive, and the specific timing of cash inflows and outflows may fluctuate substantially from period to period. We may need or want to raise additional funds through the issuance of equity, equity-related or debt securities or through obtaining credit from financial institutions to fund, together with our principal sources of liquidity, the costs of developing and manufacturing our current or future products, to pay any significant unplanned or accelerated expenses or for new significant strategic investments, or to refinance our significant consolidated indebtedness, even if not required to do so by the terms of such indebtedness. We cannot be certain that additional funds will be available to us on favorable terms when required, or at all. If we cannot raise additional funds when we need them, our financial condition, results of operations, business and prospects could be materially and adversely affected."}
-{"_id": "TSLA20230255", "title": "TSLA Risks Related to Our Operations", "text": "We may be negatively impacted by any early obsolescence of our manufacturing equipment."}
-{"_id": "TSLA20230256", "title": "TSLA Risks Related to Our Operations", "text": "We depreciate the cost of our manufacturing equipment over their expected useful lives. However, product cycles or manufacturing technology may change periodically, and we may decide to update our products or manufacturing processes more quickly than expected. Moreover, improvements in engineering and manufacturing expertise and efficiency may result in our ability to manufacture our products using less of our currently installed equipment. Alternatively, as we ramp and mature the production of our products to higher levels, we may discontinue the use of already installed equipment in favor of different or additional equipment. The useful life of any equipment that would be retired early as a result would be shortened, causing the depreciation on such equipment to be accelerated, and our results of operations may be harmed."}
-{"_id": "TSLA20230257", "title": "TSLA Risks Related to Our Operations", "text": "There is no guarantee that we will have sufficient cash flow from our business to pay our indebtedness or that we will not incur additional indebtedness."}
-{"_id": "TSLA20230259", "title": "TSLA Risks Related to Our Operations", "text": "As of December 31, 2023, we and our subsidiaries had outstanding $4.68 billion in aggregate principal amount of indebtedness (see Note 11, Debt, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K). Our consolidated indebtedness may increase our vulnerability to any generally adverse economic and industry conditions. We and our subsidiaries may, subject to the limitations in the terms of our existing and future indebtedness, incur additional debt, secure existing or future debt or recapitalize our debt."}
-{"_id": "TSLA20230260", "title": "TSLA Risks Related to Our Operations", "text": "Our ability to make scheduled payments of the principal and interest on our indebtedness when due, to make payments upon conversion or repurchase demands with respect to our convertible senior notes or to refinance our indebtedness as we may need or desire, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate cash flow from operations in the future sufficient to satisfy our obligations under our existing indebtedness and any future indebtedness we may incur, and to make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as reducing or delaying investments or capital expenditures, selling assets, refinancing or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance existing or future indebtedness will depend on the capital markets and our financial condition at such time. In addition, our ability to make payments may be limited by law, by regulatory authority or by agreements governing our future indebtedness. We may not be able to engage in these activities on desirable terms or at all, which may result in a default on our existing or future indebtedness and harm our financial condition and operating results."}
-{"_id": "TSLA20230261", "title": "TSLA Risks Related to Our Operations", "text": "We are exposed to fluctuations in currency exchange rates."}
-{"_id": "TSLA20230262", "title": "TSLA Risks Related to Our Operations", "text": "We transact business globally in multiple currencies and have foreign currency risks related to our revenue, costs of revenue, operating expenses and localized subsidiary debt denominated in currencies other than the U.S. dollar. To the extent we have significant revenues denominated in such foreign currencies, any strengthening of the U.S. dollar would tend to reduce our revenues as measured in U.S. dollars, as we have historically experienced, and are currently experiencing. In addition, a portion of our costs and expenses have been, and we anticipate will continue to be, denominated in foreign currencies. If we do not have fully offsetting revenues in these currencies and if the value of the U.S. dollar depreciates significantly against these currencies, our costs as measured in U.S. dollars as a percent of our revenues will correspondingly increase and our margins will suffer. As a result, our operating results may be harmed."}
-{"_id": "TSLA20230263", "title": "TSLA Risks Related to Our Operations", "text": "We may not be able to adequately protect or defend ourselves against intellectual property infringement claims, which may be time-consuming and expensive, or affect the freedom to operate our business."}
-{"_id": "TSLA20230264", "title": "TSLA Risks Related to Our Operations", "text": "Our competitors or other third parties may hold or obtain patents, copyrights, trademarks or other proprietary rights that could prevent, limit or interfere with our ability to make, use, develop, sell or market our products and services, which could make it more difficult for us to operate our business. From time to time, the holders of such intellectual property rights may assert their rights and urge us to take licenses and/or may bring suits alleging infringement or misappropriation of such rights, which could result in substantial costs, negative publicity and management attention, regardless of merit."}
-{"_id": "TSLA20230265", "title": "TSLA Risks Related to Our Operations", "text": "In addition, the effective protection for our brands, technologies, and proprietary information may be limited or unavailable in certain countries, making it difficult to protect our intellectual property from misappropriation or infringement. Although we make reasonable efforts to maintain the confidentiality of our proprietary information, we cannot guarantee that these actions will deter or prevent misappropriation of our intellectual property. The theft or unauthorized use or publication of our trade secrets and confidential information could affect our competitive position."}
-{"_id": "TSLA20230266", "title": "TSLA Risks Related to Our Operations", "text": "While we endeavor to obtain and protect the intellectual property rights that we expect will allow us to retain or advance our strategic initiatives in these circumstances, there can be no assurance that we will be able to adequately identify and protect the portions of intellectual property that are strategic to our business, or mitigate the risk of potential suits or other legal demands by third parties. Accordingly, we may consider the entering into licensing agreements with respect to such rights, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur, and such licenses and associated litigation could significantly increase our operating expenses. Further, if we are determined to have or believe there is a high likelihood that we have infringed upon a third party\u2019s intellectual property rights, we may be required to cease making, selling or incorporating certain components or intellectual property into the goods and services we offer, to pay substantial damages and/or license royalties, to redesign our products and services and/or to establish and maintain alternative branding for our products and services. In the event that we are required to take one or more such actions, our brand, business, financial condition and operating results may be harmed."}
-{"_id": "TSLA20230267", "title": "TSLA Risks Related to Our Operations", "text": "Increased scrutiny and changing expectations from stakeholders with respect to the Company\u2019s ESG practices may result in additional costs or risks."}
-{"_id": "TSLA20230269", "title": "TSLA Risks Related to Our Operations", "text": "Companies across many industries are facing increasing scrutiny related to their environmental, social and governance (ESG) practices. Investor advocacy groups, certain institutional investors, investment funds and other influential investors are also increasingly focused on ESG practices and in recent years have placed increasing importance on the non-financial impacts of their investments. While our mission is to accelerate the world\u2019s transition to sustainable energy, if our ESG practices do not meet investor or other industry stakeholder expectations, which continue to evolve, we may incur additional costs and our brand, ability to attract and retain qualified employees and business may be harmed."}
-{"_id": "TSLA20230270", "title": "TSLA Risks Related to Our Operations", "text": "Our operations could be adversely affected by events outside of our control, such as natural disasters, wars or health epidemics."}
-{"_id": "TSLA20230271", "title": "TSLA Risks Related to Our Operations", "text": "We may be impacted by natural disasters, wars, health epidemics, weather conditions, the long-term effects of climate change, power outages or other events outside of our control. For example, our Fremont Factory and Gigafactory Nevada are located in seismically active regions in Northern California and Nevada, and our Gigafactory Shanghai is located in a flood-prone area. Moreover, the area in which our Gigafactory Texas is located experienced severe winter storms in the first quarter of 2021 that had a widespread impact on utilities and transportation. If major disasters such as earthquakes, floods or other climate-related events occur, or our information system or communication breaks down or operates improperly, our headquarters and production facilities may be seriously damaged, or we may have to stop or delay production and shipment of our products. In addition, the global COVID-19 pandemic has impacted economic markets, manufacturing operations, supply chains, employment and consumer behavior in nearly every geographic region and industry across the world, and we have been, and may in the future be, adversely affected as a result. Also, the broader consequences in the current conflict between Russia and Ukraine, which may include further embargoes, regional instability and geopolitical shifts; airspace bans relating to certain routes, or strategic decisions to alter certain routes; and potential retaliatory action by the Russian government against companies, and the extent of the conflict on our business and operating results cannot be predicted. We may incur expenses or delays relating to such events outside of our control, which could have a material adverse impact on our business, operating results and financial condition."}
-{"_id": "TSLA20230273", "title": "TSLA Risks Related to Government Laws and Regulations", "text": "Demand for our products and services may be impacted by the status of government and economic incentives supporting the development and adoption of such products."}
-{"_id": "TSLA20230274", "title": "TSLA Risks Related to Government Laws and Regulations", "text": "Government and economic incentives that support the development and adoption of electric vehicles in the U.S. and abroad, including certain tax exemptions, tax credits and rebates, may be reduced, eliminated, amended or exhausted from time to time. For example, previously available incentives favoring electric vehicles in certain areas have expired or were cancelled or temporarily unavailable, and in some cases were not eventually replaced or reinstituted, which may have negatively impacted sales. In addition, certain government and economic incentives may also be implemented or amended to provide benefits to manufacturers who assemble domestically, have local suppliers or have other characteristics that may not apply to Tesla. Such developments could negatively impact demand for our vehicles, and we and our customers may have to adjust to them, including through pricing modifications."}
-{"_id": "TSLA20230275", "title": "TSLA Risks Related to Government Laws and Regulations", "text": "In addition, certain governmental rebates, tax credits and other financial incentives that are currently available with respect to our solar and energy storage product businesses allow us to lower our costs and encourage customers to buy our products and investors to invest in our solar financing funds. However, these incentives may expire when the allocated funding is exhausted, reduced or terminated as renewable energy adoption rates increase, sometimes without warning. Likewise, in jurisdictions where net metering is currently available, our customers receive bill credits from utilities for energy that their solar energy systems generate and export to the grid in excess of the electric load they use. The benefit available under net metering has been or has been proposed to be reduced, altered or eliminated in several jurisdictions, and has also been contested and may continue to be contested before the Federal Energy Regulatory Commission. Any reductions or terminations of such incentives may harm our business, prospects, financial condition and operating results by making our products less competitive for customers, increasing our cost of capital and adversely impacting our ability to attract investment partners and to form new financing funds for our solar and energy storage assets."}
-{"_id": "TSLA20230276", "title": "TSLA Risks Related to Government Laws and Regulations", "text": "Finally, we and our fund investors claim these U.S. federal tax credits and certain state incentives in amounts based on independently appraised fair market values of our solar and energy storage systems. Some governmental authorities have audited such values and in certain cases have determined that these values should be lower, and they may do so again in the future. Such determinations may result in adverse tax consequences and/or our obligation to make indemnification or other payments to our funds or fund investors."}
-{"_id": "TSLA20230277", "title": "TSLA Risks Related to Government Laws and Regulations", "text": "We are subject to evolving laws and regulations that could impose substantial costs, legal prohibitions or unfavorable changes upon our operations or products."}
-{"_id": "TSLA20230279", "title": "TSLA Risks Related to Government Laws and Regulations", "text": "As we grow our manufacturing operations in additional regions, we are or will be subject to complex environmental, manufacturing, health and safety laws and regulations at numerous jurisdictional levels in the U.S., China, Germany and other locations abroad, including laws relating to the use, handling, storage, recycling, disposal and/or human exposure to hazardous materials, product material inputs and post-consumer products and with respect to constructing, expanding and maintaining our facilities. New, or changes in, environmental and climate change laws, regulations or rules could also lead to increased costs of compliance, including remediations of any discovered issues, and changes to our operations, which may be significant, and any failures to comply could result in significant expenses, delays or fines. In addition, as we have"}
-{"_id": "TSLA20230280", "title": "TSLA Risks Related to Government Laws and Regulations", "text": "increased our employee headcount and operations, we are and may continue to be subject to increased scrutiny, including litigation and government investigations, that we will need to defend against. If we are unable to successfully defend ourselves in such litigation or government investigations, it may harm our brand, ability to attract and retain qualified employees, business and financial condition. We are also subject to laws and regulations applicable to the supply, manufacture, import, sale, service and performance of our products both domestically and abroad. For example, in countries outside of the U.S., we are required to meet standards relating to vehicle safety, fuel economy and emissions that are often materially different from equivalent requirements in the U.S., thus resulting in additional investment into the vehicles and systems to ensure regulatory compliance in all countries. This process may include official review and certification of our vehicles by foreign regulatory agencies prior to market entry, as well as compliance with foreign reporting and recall management systems requirements."}
-{"_id": "TSLA20230281", "title": "TSLA Risks Related to Government Laws and Regulations", "text": "In particular, we offer in our vehicles in certain markets Autopilot and FSD Capability features that today assist drivers with certain tedious and potentially dangerous aspects of road travel, but which currently require drivers to remain fully engaged in the driving operation. We are continuing to develop our Autopilot and FSD Capability technology. There are a variety of international, federal and state regulations that may apply to, and may adversely affect, the design and performance, sale, marketing, registration and operation of Autopilot and FSD Capability, and future capability, including full self-driving vehicles that may not be operated by a human driver. This includes many existing vehicle standards that were not originally intended to apply to vehicles that may not be operated by a human driver. Such regulations continue to rapidly change, which increases the likelihood of a patchwork of complex or conflicting regulations, or may delay, restrict or prohibit the availability of certain functionalities and vehicle designs, which could adversely affect our business."}
-{"_id": "TSLA20230282", "title": "TSLA Risks Related to Government Laws and Regulations", "text": "Finally, as a manufacturer, installer and service provider with respect to solar generation and energy storage systems, a supplier of electricity generated and stored by certain of the solar energy and energy storage systems we install for customers, and a provider of grid services through virtual power plant models, we are impacted by federal, state and local regulations and policies concerning the import or export of components, electricity pricing, the interconnection of electricity generation and storage equipment with the electrical grid and the sale of electricity generated by third party-owned systems. If regulations and policies are introduced that adversely impact the import or export of components, or the interconnection, maintenance or use of our solar and energy storage systems, they could deter potential customers from purchasing our solar and energy storage products and services, threaten the economics of our existing contracts and cause us to cease solar and energy storage system sales and services in the relevant jurisdictions, which may harm our business, financial condition and operating results."}
-{"_id": "TSLA20230283", "title": "TSLA Risks Related to Government Laws and Regulations", "text": "Any failure by us to comply with a variety of U.S. and international privacy and consumer protection laws may harm us."}
-{"_id": "TSLA20230284", "title": "TSLA Risks Related to Government Laws and Regulations", "text": "Any failure by us or our vendors or other business partners to comply with our public privacy notice or with federal, state or international privacy, data protection or security laws or regulations relating to the processing, collection, use, retention, security and transfer of personally identifiable information could result in regulatory or litigation-related actions against us, legal liability, fines, damages, ongoing audit requirements and other significant costs. Substantial expenses and operational changes may be required in connection with maintaining compliance with such laws, and even an unsuccessful challenge by customers or regulatory authorities of our activities could result in adverse publicity and could require a costly response from and defense by us. In addition, certain privacy laws are still subject to a high degree of uncertainty as to their interpretation, application and impact, and may require extensive system and operational changes, be difficult to implement, increase our operating costs, adversely impact the cost or attractiveness of the products or services we offer, or result in adverse publicity and harm our reputation. For example, the General Data Protection Regulation applies to the processing of personal information collected from individuals located in the European Union requiring certain data protection measures when handling, with a significant risk of fines for noncompliance. Similarly, our North American operations are subject to complex and changing federal and US state-specific data privacy laws and regulations, such as the California Consumer Privacy Act which imposes certain legal obligations on our use and processing of personal information related to California residents. Finally, additional privacy and cybersecurity laws have come into effect in China."}
-{"_id": "TSLA20230285", "title": "TSLA Risks Related to Government Laws and Regulations", "text": "These laws continue to develop and may be inconsistent from jurisdiction to jurisdiction. Complying with emerging and changing requirements may cause us to incur substantial costs and make enhancements to relevant data practices. Noncompliance could result in significant penalties or legal liability."}
-{"_id": "TSLA20230287", "title": "TSLA Risks Related to Government Laws and Regulations", "text": "In addition to the risks related to general privacy regulation, we may also be subject to specific vehicle manufacturer obligations relating to cybersecurity, data privacy and data localization requirements which place additional risks to our international operations. Risks and penalties could include ongoing audit requirements, data protection"}
-{"_id": "TSLA20230288", "title": "TSLA Risks Related to Government Laws and Regulations", "text": "authority investigations, legal proceedings by international governmental entities or others resulting in mandated disclosure of sensitive data or other commercially unfavorable terms. Notwithstanding our efforts to protect the security and integrity of our customers\u2019 personal information, we may be required to expend significant resources to comply with data breach requirements if, for example, third parties improperly obtain and use the personal information of our customers or we otherwise experience a data loss with respect to the personal information we process and handle. A major breach of our network security and systems may occur despite defensive measures, and may result in fines, penalties and damages and harm our brand, prospects and operating results."}
-{"_id": "TSLA20230289", "title": "TSLA Risks Related to Government Laws and Regulations", "text": "We could be subject to liability, penalties and other restrictive sanctions and adverse consequences arising out of certain governmental investigations and proceedings."}
-{"_id": "TSLA20230290", "title": "TSLA Risks Related to Government Laws and Regulations", "text": "We are cooperating with certain government investigations as discussed in Note 15, Commitments and Contingencies, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. To our knowledge, no government agency in any such ongoing investigation has concluded that any wrongdoing occurred. However, we cannot predict the outcome or impact of any such ongoing matters, and there exists the possibility that we could be subject to liability, penalties and other restrictive sanctions and adverse consequences if the SEC, the U.S. Department of Justice or any other government agency were to pursue legal action in the future. Moreover, we expect to incur costs in responding to related requests for information and subpoenas, and if instituted, in defending against any governmental proceedings."}
-{"_id": "TSLA20230291", "title": "TSLA Risks Related to Government Laws and Regulations", "text": "We may face regulatory challenges to or limitations on our ability to sell vehicles directly."}
-{"_id": "TSLA20230292", "title": "TSLA Risks Related to Government Laws and Regulations", "text": "While we intend to continue to leverage our most effective sales strategies, including sales through our website, we may not be able to sell our vehicles through our own stores in certain states in the U.S. with laws that may be interpreted to impose limitations on this direct-to-consumer sales model. It has also been asserted that the laws in some states limit our ability to obtain dealer licenses from state motor vehicle regulators, and such assertions persist. In certain locations, decisions by regulators permitting us to sell vehicles have been, and may be, challenged by dealer associations and others as to whether such decisions comply with applicable state motor vehicle industry laws. We have prevailed in many of these lawsuits and such results have reinforced our continuing belief that state franchise laws were not intended to apply to a manufacturer that does not have franchise dealers anywhere in the world. In some states, there have also been regulatory and legislative efforts by dealer associations to propose laws that, if enacted, would prevent us from obtaining dealer licenses in their states given our current sales model. A few states have passed legislation that clarifies our ability to operate, but at the same time limits the number of dealer licenses we can obtain or stores that we can operate. The application of state laws applicable to our operations continues to be difficult to predict."}
-{"_id": "TSLA20230293", "title": "TSLA Risks Related to Government Laws and Regulations", "text": "Internationally, there may be laws in jurisdictions we have not yet entered or laws we are unaware of in jurisdictions we have entered that may restrict our sales or other business practices. Even for those jurisdictions we have analyzed, the laws in this area can be complex, difficult to interpret and may change over time. Continued regulatory limitations and other obstacles interfering with our ability to sell vehicles directly to consumers may harm our financial condition and operating results."}
-{"_id": "TSLA20230295", "title": "TSLA Risks Related to the Ownership of Our Common Stock", "text": "The trading price of our common stock is likely to continue to be volatile."}
-{"_id": "TSLA20230297", "title": "TSLA Risks Related to the Ownership of Our Common Stock", "text": "The trading price of our common stock has been highly volatile and could continue to be subject to wide fluctuations in response to various factors, some of which are beyond our control. Our common stock has experienced over the last 52 weeks an intra-day trading high of $299.29 per share and a low of $152.37 per share. The stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. In particular, a large proportion of our common stock has been historically and may in the future be traded by short sellers which may put pressure on the supply and demand for our common stock, further influencing volatility in its market price. Public perception of our company or management and other factors outside of our control may additionally impact the stock price of companies like us that garner a disproportionate degree of public attention, regardless of actual operating performance. In addition, in the past, following periods of volatility in the overall market or the market price of our shares, securities class action litigation has been filed against us. While we defend such actions vigorously, any judgment against us or any future stockholder litigation could result in substantial costs and a diversion of our management\u2019s attention and resources."}
-{"_id": "TSLA20230298", "title": "TSLA Risks Related to the Ownership of Our Common Stock", "text": "Our financial results may vary significantly from period to period due to fluctuations in our operating costs and other factors."}
-{"_id": "TSLA20230299", "title": "TSLA Risks Related to the Ownership of Our Common Stock", "text": "We expect our period-to-period financial results to vary based on our operating costs, which we anticipate will fluctuate as the pace at which we continue to design, develop and manufacture new products and increase production capacity by expanding our current manufacturing facilities and adding future facilities, may not be consistent or linear between periods. Additionally, our revenues from period to period may fluctuate as we introduce existing products to new markets for the first time and as we develop and introduce new products. As a result of these factors, we believe that quarter-to-quarter comparisons of our financial results, especially in the short term, are not necessarily meaningful and that these comparisons cannot be relied upon as indicators of future performance. Moreover, our financial results may not meet expectations of equity research analysts, ratings agencies or investors, who may be focused only on short-term quarterly financial results. If any of this occurs, the trading price of our stock could fall substantially, either suddenly or over time."}
-{"_id": "TSLA20230300", "title": "TSLA Risks Related to the Ownership of Our Common Stock", "text": "We may fail to meet our publicly announced guidance or other expectations about our business, which could cause our stock price to decline."}
-{"_id": "TSLA20230301", "title": "TSLA Risks Related to the Ownership of Our Common Stock", "text": "We provide from time to time guidance regarding our expected financial and business performance. Correctly identifying key factors affecting business conditions and predicting future events is inherently an uncertain process, and our guidance may not ultimately be accurate and has in the past been inaccurate in certain respects, such as the timing of new product manufacturing ramps. Our guidance is based on certain assumptions such as those relating to anticipated production and sales volumes (which generally are not linear throughout a given period), average sales prices, supplier and commodity costs and planned cost reductions. If our guidance varies from actual results, such as due to our assumptions not being met or the impact on our financial performance that could occur as a result of various risks and uncertainties, the market value of our common stock could decline significantly."}
-{"_id": "TSLA20230302", "title": "TSLA Risks Related to the Ownership of Our Common Stock", "text": "If Elon Musk were forced to sell shares of our common stock, either that he has pledged to secure certain personal loan obligations, or in satisfaction of other obligations, such sales could cause our stock price to decline."}
-{"_id": "TSLA20230303", "title": "TSLA Risks Related to the Ownership of Our Common Stock", "text": "Certain banking institutions have made extensions of credit to Elon Musk, our Chief Executive Officer, a portion of which was used to purchase shares of common stock in certain of our public offerings and private placements at the same prices offered to third-party participants in such offerings and placements. We are not a party to these loans, which are partially secured by pledges of a portion of the Tesla common stock currently owned by Mr. Musk. If the price of our common stock were to decline substantially, Mr. Musk may be forced by one or more of the banking institutions to sell shares of Tesla common stock to satisfy his loan obligations if he could not do so through other means. Any such sales could cause the price of our common stock to decline further. Further, Mr. Musk from time to time may commit to investing in significant business or other ventures, and as a result, be required to sell shares of our common stock in satisfaction of such commitments."}
-{"_id": "TSLA20230304", "title": "TSLA Risks Related to the Ownership of Our Common Stock", "text": "Anti-takeover provisions contained in our governing documents, applicable laws and our convertible senior notes could impair a takeover attempt."}
-{"_id": "TSLA20230305", "title": "TSLA Risks Related to the Ownership of Our Common Stock", "text": "Our certificate of incorporation and bylaws afford certain rights and powers to our board of directors that may facilitate the delay or prevention of an acquisition that it deems undesirable. We are also subject to Section 203 of the Delaware General Corporation Law and other provisions of Delaware law that limit the ability of stockholders in certain situations to effect certain business combinations. In addition, the terms of our convertible senior notes may require us to repurchase such notes in the event of a fundamental change, including a takeover of our company. Any of the foregoing provisions and terms that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock."}
-{"_id": "TSLA20230308", "title": "TSLA UNRESOLVED STAFF COMMENTS", "text": "None."}
-{"_id": "TSLA20230311", "title": "TSLA Cybersecurity Risk Management and Strategy", "text": "We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K. These risks include, among other things: operational risks, intellectual property theft, fraud, extortion, harm to employees or customers and violation of data privacy or security laws."}
-{"_id": "TSLA20230312", "title": "TSLA Cybersecurity Risk Management and Strategy", "text": "Identifying and assessing cybersecurity risk is integrated into our overall risk management systems and processes. Cybersecurity risks related to our business, technical operations, privacy and compliance issues are identified and addressed through a multi-faceted approach including third party assessments, internal IT Audit, IT security, governance, risk and compliance reviews. To defend, detect and respond to cybersecurity incidents, we, among other things: conduct proactive privacy and cybersecurity reviews of systems and applications, audit applicable data policies, perform penetration testing using external third-party tools and techniques to test security controls, operate a bug bounty program to encourage proactive vulnerability reporting, conduct employee training, monitor emerging laws and regulations related to data protection and information security (including our consumer products) and implement appropriate changes."}
-{"_id": "TSLA20230313", "title": "TSLA Cybersecurity Risk Management and Strategy", "text": "We have implemented incident response and breach management processes which have four overarching and interconnected stages: 1) preparation for a cybersecurity incident, 2) detection and analysis of a security incident, 3) containment, eradication and recovery, and 4) post-incident analysis. Such incident responses are overseen by leaders from our Information Security, Product Security, Compliance and Legal teams regarding matters of cybersecurity."}
-{"_id": "TSLA20230314", "title": "TSLA Cybersecurity Risk Management and Strategy", "text": "Security events and data incidents are evaluated, ranked by severity and prioritized for response and remediation. Incidents are evaluated to determine materiality as well as operational and business impact, and reviewed for privacy impact."}
-{"_id": "TSLA20230315", "title": "TSLA Cybersecurity Risk Management and Strategy", "text": "We also conduct tabletop exercises to simulate responses to cybersecurity incidents. Our team of cybersecurity professionals then collaborate with technical and business stakeholders across our business units to further analyze the risk to the company, and form detection, mitigation and remediation strategies."}
-{"_id": "TSLA20230316", "title": "TSLA Cybersecurity Risk Management and Strategy", "text": "As part of the above processes, we regularly engage external auditors and consultants to assess our internal cybersecurity programs and compliance with applicable practices and standards. As of 2023, our Information Security Management System has been certified to conform to the requirements of ISO/IEC 27001:2013."}
-{"_id": "TSLA20230317", "title": "TSLA Cybersecurity Risk Management and Strategy", "text": "Our risk management program also assesses third party risks, and we perform third-party risk management to identify and mitigate risks from third parties such as vendors, suppliers, and other business partners associated with our use of third-party service providers. Cybersecurity risks are evaluated when determining the selection and oversight of applicable third-party service providers and potential fourth-party risks when handling and/or processing our employee, business or customer data. In addition to new vendor onboarding, we perform risk management during third-party cybersecurity compromise incidents to identify and mitigate risks to us from third-party incidents."}
-{"_id": "TSLA20230318", "title": "TSLA Cybersecurity Risk Management and Strategy", "text": "We describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, under the heading \u201cOur information technology systems or data, or those of our service providers or customers or users could be subject to cyber-attacks or other security incidents, which could result in data breaches, intellectual property theft, claims, litigation, regulatory investigations, significant liability, reputational damage and other adverse consequences\u201d included as part of our risk factor disclosures at Item 1A of this Annual Report on Form 10-K."}
-{"_id": "TSLA20230321", "title": "TSLA Cybersecurity Governance", "text": "Cybersecurity is an important part of our risk management processes and an area of focus for our Board and management. Our Audit Committee is responsible for the oversight of risks from cybersecurity threats. Members of the Audit Committee receive updates on a quarterly basis from senior management, including leaders from our Information Security, Product Security, Compliance and Legal teams regarding matters of cybersecurity. This includes existing and new cybersecurity risks, status on how management is addressing and/or mitigating those risks, cybersecurity and data privacy incidents (if any) and status on key information security initiatives. Our Board members also engage in ad hoc conversations with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy programs."}
-{"_id": "TSLA20230322", "title": "TSLA Cybersecurity Governance", "text": "Our cybersecurity risk management and strategy processes are overseen by leaders from our Information Security, Product Security, Compliance and Legal teams. Such individuals have an average of over 15 years of prior work experience in various roles involving information technology, including security, auditing, compliance, systems and programming. These individuals are informed about, and monitor the prevention, mitigation, detection and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above, including the operation of our incident response plan, and report to the Audit Committee on any appropriate items."}
-{"_id": "TSLA20230332", "title": "TSLA PROPERTIES", "text": "We are headquartered in Austin, Texas. Our principal facilities include a large number of properties in North America, Europe and Asia utilized for manufacturing and assembly, warehousing, engineering, retail and service locations, Supercharger sites and administrative and sales offices. Our facilities are used to support both of our reporting segments, and are suitable and adequate for the conduct of our business. We generally lease such facilities with the primary exception of some manufacturing facilities. The following table sets forth the location of our primary owned and leased manufacturing facilities. Primary Manufacturing Facilities##Location##Owned or Leased Gigafactory Texas##Austin, Texas##Owned Fremont Factory##Fremont, California##Owned Gigafactory Nevada##Sparks, Nevada##Owned Gigafactory Berlin-Brandenburg##Grunheide, Germany##Owned Gigafactory Shanghai##Shanghai, China##* Gigafactory New York##Buffalo, New York##Leased Megafactory##Lathrop, California##Leased"}
-{"_id": "TSLA20230333", "title": "TSLA PROPERTIES", "text": "*We own the building and the land use rights with an initial term of 50 years. The land use rights are treated as operating lease right-of-use assets."}
-{"_id": "TSLA20230335", "title": "TSLA LEGAL PROCEEDINGS", "text": "For a description of our material pending legal proceedings, please see Note 15, Commitments and Contingencies, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K."}
-{"_id": "TSLA20230336", "title": "TSLA LEGAL PROCEEDINGS", "text": "In addition, each of the matters below is being disclosed pursuant to Item 103 of Regulation S-K because it relates to environmental regulations and aggregate civil penalties that we currently believe could potentially exceed $1 million. We believe that any proceeding that is material to our business or financial condition is likely to have potential penalties far in excess of such amount."}
-{"_id": "TSLA20230337", "title": "TSLA LEGAL PROCEEDINGS", "text": "District attorneys in certain California counties conducted an investigation into Tesla\u2019s waste segregation practices pursuant to Cal. Health & Saf. Code \u00a7 25100 et seq. and Cal. Civil Code \u00a7 1798.80. Tesla has implemented various remedial measures, including conducting training and audits, and enhancements to its site waste management programs, and settlement discussions are ongoing. While the outcome of this matter cannot be determined at this time, it is not currently expected to have a material adverse impact on our business."}
-{"_id": "TSLA20230340", "title": "TSLA MINE SAFETY DISCLOSURES", "text": "Not applicable."}
-{"_id": "TSLA20230341", "title": "TSLA MINE SAFETY DISCLOSURES", "text": "MARKET FOR REGISTRANT\u2019S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES"}
-{"_id": "TSLA20230343", "title": "TSLA Market Information", "text": "Our common stock has traded on The NASDAQ Global Select Market under the symbol \u201cTSLA\u201d since it began trading on June 29, 2010. Our initial public offering was priced at approximately $1.13 per share on June 28, 2010 as adjusted to give effect to the three-for-one stock split effected in the form of a stock dividend in August 2022 (the \u201c2022 Stock Split\u201d) and the five-for-one stock split effected in the form of a stock dividend in August 2020 (the \u201c2020 Stock Split\u201d)."}
-{"_id": "TSLA20230345", "title": "TSLA Holders", "text": "As of January 22, 2024, there were 9,300 holders of record of our common stock. A substantially greater number of holders of our common stock are \u201cstreet name\u201d or beneficial holders, whose shares are held by banks, brokers and other financial institutions."}
-{"_id": "TSLA20230347", "title": "TSLA Dividend Policy", "text": "We have never declared or paid cash dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant."}
-{"_id": "TSLA20230349", "title": "TSLA Stock Performance Graph", "text": "This performance graph shall not be deemed \u201cfiled\u201d for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d), or incorporated by reference into any filing of Tesla, Inc. under the Securities Act of 1933, as amended (the \u201cSecurities Act\u201d), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing."}
-{"_id": "TSLA20230351", "title": "TSLA Stock Performance Graph", "text": "The following graph shows a comparison, from January 1, 2019 through December 31, 2023, of the cumulative total return on our common stock, The NASDAQ Composite Index and a group of all public companies sharing the same SIC code as us, which is SIC code 3711, \u201cMotor Vehicles and Passenger Car Bodies\u201d (Motor Vehicles and Passenger Car Bodies Public Company Group). Such returns are based on historical results and are not intended to suggest future performance. Data for The NASDAQ Composite Index and the Motor Vehicles and Passenger Car Bodies Public Company Group assumes an investment of $100 on January 1, 2019 and reinvestment of dividends. We have never declared or paid cash dividends on our common stock nor do we anticipate paying any such cash dividends in the foreseeable future."}
-{"_id": "TSLA20230353", "title": "TSLA Unregistered Sales of Equity Securities and Use of Proceeds", "text": "None."}
-{"_id": "TSLA20230355", "title": "TSLA Purchases of Equity Securities by the Issuer and Affiliated Purchasers", "text": "None."}
-{"_id": "TSLA20230358", "title": "TSLA [RESERVED]", "text": "MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS"}
-{"_id": "TSLA20230359", "title": "TSLA [RESERVED]", "text": "The following discussion and analysis should be read in conjunction with the consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. For further discussion of our products and services, technology and competitive strengths, refer to Item 1- Business. For discussion related to changes in financial condition and the results of operations for fiscal year 2022-related items, refer to Part II, Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for fiscal year 2022, which was filed with the Securities and Exchange Commission on January 31, 2023."}
-{"_id": "TSLA20230361", "title": "TSLA Overview and 2023 Highlights", "text": "Our mission is to accelerate the world\u2019s transition to sustainable energy. We design, develop, manufacture, lease and sell high-performance fully electric vehicles, solar energy generation systems and energy storage products. We also offer maintenance, installation, operation, charging, insurance, financial and other services related to our products. Additionally, we are increasingly focused on products and services based on artificial intelligence, robotics and automation."}
-{"_id": "TSLA20230362", "title": "TSLA Overview and 2023 Highlights", "text": "In 2023, we produced 1,845,985 consumer vehicles and delivered 1,808,581 consumer vehicles. We are currently focused on increasing vehicle production, capacity and delivery capabilities, reducing costs, improving and developing our vehicles and battery technologies, vertically integrating and localizing our supply chain, improving and further deploying our FSD capabilities, increasing the affordability and efficiency of our vehicles, bringing new products to market and expanding our global infrastructure, including our service and charging infrastructure."}
-{"_id": "TSLA20230363", "title": "TSLA Overview and 2023 Highlights", "text": "In 2023, we deployed 14.72 GWh of energy storage products and 223 megawatts of solar energy systems. We are currently focused on ramping production of energy storage products, improving our Solar Roof installation capability and efficiency, and increasing market share of retrofit solar energy systems."}
-{"_id": "TSLA20230364", "title": "TSLA Overview and 2023 Highlights", "text": "In 2023, we recognized total revenues of $96.77 billion, representing an increase of $15.31 billion, compared to the prior year. We continue to ramp production, build new manufacturing capacity and expand our operations to enable increased deliveries and deployments of our products, and invest in research and development to accelerate our AI, software and fleet-based profits for further revenue growth."}
-{"_id": "TSLA20230365", "title": "TSLA Overview and 2023 Highlights", "text": "In 2023, our net income attributable to common stockholders was $15.00 billion, representing a favorable change of $2.44 billion, compared to the prior year. This included a one-time non-cash tax benefit of $5.93 billion for the release of valuation allowance on certain deferred tax assets. We continue to focus on further cost reductions and operational efficiencies while maximizing delivery volumes."}
-{"_id": "TSLA20230367", "title": "TSLA Overview and 2023 Highlights", "text": "We ended 2023 with $29.09 billion in cash and cash equivalents and investments, representing an increase of $6.91 billion from the end of 2022. Our cash flows provided by operating activities in 2023 and 2022 were $13.26 billion and $14.72 billion, respectively, representing a decrease of $1.47 billion. Capital expenditures amounted to $8.90 billion in 2023, compared to $7.16 billion in 2022, representing an increase of $1.74 billion. Sustained growth has allowed our business to generally fund itself, and we will continue investing in a number of capital-intensive projects and research and development in upcoming periods."}
-{"_id": "TSLA20230380", "title": "TSLA Automotive\u2014Production", "text": "The following is a summary of the status of production of each of our announced vehicle models in production and under development, as of the date of this Annual Report on Form 10-K: Production Location##Vehicle Model(s)##Production Status Fremont Factory##Model S / Model X##Active ##Model 3 / Model Y##Active Gigafactory Shanghai##Model 3 / Model Y##Active Gigafactory Berlin-Brandenburg##Model Y##Active Gigafactory Texas##Model Y##Active ##Cybertruck##Active Gigafactory Nevada##Tesla Semi##Pilot production Various##Next Generation Platform##In development TBD##Tesla Roadster##In development"}
-{"_id": "TSLA20230381", "title": "TSLA Automotive\u2014Production", "text": "We are focused on growing our manufacturing capacity, which includes capacity for manufacturing new vehicle models such as our Cybertruck and next generation platform, and ramping all of our production vehicles to their installed production capacities as well as increasing production rate and efficiency at our current factories. The next phase of production growth will depend on the continued ramp at our factories and the introduction of our next generation platform, as well as our ability to add to our available sources of battery cell supply by manufacturing our own cells that we are developing to have high-volume output, lower capital and production costs and longer range. Our goals are to improve vehicle performance, decrease production costs and increase affordability and customer awareness."}
-{"_id": "TSLA20230382", "title": "TSLA Automotive\u2014Production", "text": "These plans are subject to uncertainties inherent in establishing and ramping manufacturing operations, which may be exacerbated by new product and manufacturing technologies we introduce, the number of concurrent international projects, any industry-wide component constraints, labor shortages and any future impact from events outside of our control. For example, during the third quarter of 2023, we experienced a sequential decline in production volumes due to pre-planned shutdowns for upgrades at various factories. Moreover, we have set ambitious technological targets with our plans for battery cells as well as for iterative manufacturing and design improvements for our vehicles with each new factory."}
-{"_id": "TSLA20230384", "title": "TSLA Automotive\u2014Demand, Sales, Deliveries and Infrastructure", "text": "Our cost reduction efforts, cost innovation strategies, and additional localized procurement and manufacturing are key to our vehicles\u2019 affordability and have allowed us to competitively price our vehicles. We will also continue to generate demand and brand awareness by improving our vehicles\u2019 performance and functionality, including through products based on artificial intelligence such as Autopilot, FSD Capability, and other software features and delivering new vehicles, such as our Cybertruck. Moreover, we expect to continue to benefit from ongoing electrification of the automotive sector and increasing environmental regulations and initiatives."}
-{"_id": "TSLA20230386", "title": "TSLA Automotive\u2014Demand, Sales, Deliveries and Infrastructure", "text": "However, we operate in a cyclical industry that is sensitive to political and regulatory uncertainty, including with respect to trade and the environment, all of which can be compounded by inflationary pressures, rising energy prices, interest rate fluctuations and the liquidity of enterprise customers. For example, inflationary pressures have increased across the markets in which we operate. In an effort to curb this trend, central banks in developed countries raised interest rates rapidly and substantially, impacting the affordability of vehicle lease and finance arrangements. Further, sales of vehicles in the automotive industry also tend to be cyclical in many markets, which may expose us to increased volatility as we expand and adjust our operations. Moreover, as additional competitors enter the marketplace and help bring the world closer to sustainable transportation, we will have to adjust and continue to execute well to maintain our momentum. Additionally, our suppliers\u2019 liquidity and allocation plans may be affected by current challenges in the North American automotive industry, which could reduce our access to components or result in unfavorable changes to cost. These macroeconomic and industry trends have had, and will likely continue to have, an impact on the pricing of, and order rate for our vehicles, and in turn our operating margin. Changes in government and economic incentives in relation to electric vehicles may also impact our sales. We will continue to adjust accordingly to such developments, and we believe our ongoing cost reduction, including improved production innovation and efficiency at our newest factories and lower logistics costs, and focus on operating leverage will continue to benefit us in relation to our competitors, while our new products will help enable future growth."}
-{"_id": "TSLA20230387", "title": "TSLA Automotive\u2014Demand, Sales, Deliveries and Infrastructure", "text": "As our production increases, we must work constantly to similarly increase vehicle delivery capability so that it does not become a bottleneck on our total deliveries. We are also committed to reducing the percentage of vehicles delivered in the third month of each quarter, which will help to reduce the cost per vehicle. As we expand our manufacturing operations globally, we will also have to continue to increase and staff our delivery, servicing and charging infrastructure accordingly, maintain our vehicle reliability and optimize our Supercharger locations to ensure cost effectiveness and customer satisfaction. In particular, as other automotive manufacturers have announced their adoption of the North American Charging Standard (\u201cNACS\u201d) and agreements with us to utilize our Superchargers, we must correspondingly expand our network in order to ensure adequate availability to meet customer demands. We also remain focused on continued enhancements of the capability and efficiency of our servicing operations."}
-{"_id": "TSLA20230389", "title": "TSLA Energy Generation and Storage Demand, Production and Deployment", "text": "The long-term success of this business is dependent upon increasing margins through greater volumes. We continue to increase the production of our energy storage products to meet high levels of demand, including the construction of a new Megafactory in Shanghai and the ongoing ramp at our Megafactory in Lathrop, California. For Megapack, energy storage deployments can vary meaningfully quarter to quarter depending on the timing of specific project milestones. We remain committed to growing our retrofit solar energy business by offering a low-cost and simplified online ordering experience. In addition, we continue to seek to improve our installation capabilities and price efficiencies for Solar Roof. As these product lines grow, we will have to maintain adequate battery cell supply for our energy storage products and ensure the availability of qualified personnel, particularly skilled electricians, to support the ramp of Solar Roof."}
-{"_id": "TSLA20230391", "title": "TSLA Cash Flow and Capital Expenditure Trends", "text": "Our capital expenditures are typically difficult to project beyond the short-term given the number and breadth of our core projects at any given time, and may further be impacted by uncertainties in future global market conditions. We are simultaneously ramping new products, building or ramping manufacturing facilities on three continents, piloting the development and manufacture of new battery cell technologies, expanding our Supercharger network and investing in autonomy and other artificial intelligence enabled training and products, and the pace of our capital spend may vary depending on overall priority among projects, the pace at which we meet milestones, production adjustments to and among our various products, increased capital efficiencies and the addition of new projects. Owing and subject to the foregoing as well as the pipeline of announced projects under development, all other continuing infrastructure growth and varying levels of inflation, we currently expect our capital expenditures to exceed $10.00 billion in 2024 and be between $8.00 to $10.00 billion in each of the following two fiscal years."}
-{"_id": "TSLA20230392", "title": "TSLA Cash Flow and Capital Expenditure Trends", "text": "Our business has been consistently generating cash flow from operations in excess of our level of capital spend, and with better working capital management resulting in shorter days sales outstanding than days payable outstanding, our sales growth is also generally facilitating positive cash generation. We have and will continue to utilize such cash flows, among other things, to do more vertical integration, expand our product roadmap and provide financing options to our customers. At the same time, we are likely to see heightened levels of capital expenditures during certain periods depending on the specific pace of our capital-intensive projects and other potential variables such as rising material prices and increases in supply chain and labor expenses resulting from changes in global trade conditions and labor availability. Overall, we expect our ability to be self-funding to continue as long as macroeconomic factors support current trends in our sales."}
-{"_id": "TSLA20230395", "title": "TSLA Critical Accounting Policies and Estimates", "text": "The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (\u201cGAAP\u201d). The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. We base our estimates on historical experience, as appropriate, and on various other assumptions that we believe to be reasonable under the circumstances. Changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from the estimates made by our management. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows may be affected."}
-{"_id": "TSLA20230396", "title": "TSLA Critical Accounting Policies and Estimates", "text": "The estimates used for, but not limited to, determining significant economic incentive for resale value guarantee arrangements, sales return reserves, the collectability of accounts and financing receivables, inventory valuation, warranties, fair value of long-lived assets, goodwill, fair value of financial instruments, fair value and residual value of operating lease vehicles and solar energy systems subject to leases could be impacted. We have assessed the impact and are not aware of any specific events or circumstances that required an update to our estimates and assumptions or materially affected the carrying value of our assets or liabilities as of the date of issuance of this Annual Report on Form 10-K. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions."}
-{"_id": "TSLA20230399", "title": "TSLA Automotive Sales", "text": "Automotive sales revenue includes revenues related to cash and financing deliveries of new vehicles, and specific other features and services that meet the definition of a performance obligation under Accounting Standards Codification (\u201cASC\u201d) 606, Revenue from Contracts with Customers (\u201cASC 606\u201d), including access to our FSD Capability features and their ongoing maintenance, internet connectivity, free Supercharging programs and over-the-air software updates. We recognize revenue on automotive sales upon delivery to the customer, which is when the control of a vehicle transfers. Payments are typically received at the point control transfers or in accordance with payment terms customary to the business, except sales we finance for which payments are collected over the contractual loan term. We also recognize a sales return reserve based on historical experience plus consideration for expected future market values, when we offer resale value guarantees or similar buyback terms. Other features and services such as access to our internet connectivity, unlimited free Supercharging and over-the-air software updates are provisioned upon control transfer of a vehicle and recognized over time on a straight-line basis as we have a stand-ready obligation to deliver such services to the customer. Other limited free Supercharging incentives are recognized based on actual usage or expiration, whichever is earlier. We recognize revenue related to these other features and services over the performance period, which is generally the expected ownership life of the vehicle. Revenue related to FSD Capability features is recognized when functionality is delivered to the customer and their ongoing maintenance is recognized over time. For our obligations related to automotive sales, we estimate standalone selling price by considering costs used to develop and deliver the service, third-party pricing of similar options and other information that may be available."}
-{"_id": "TSLA20230401", "title": "TSLA Inventory Valuation", "text": "Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost for vehicles and energy products, which approximates actual cost on a first-in, first-out basis. We record inventory write-downs for excess or obsolete inventories based upon assumptions about current and future demand forecasts. If our inventory on-hand is in excess of our future demand forecast, the excess amounts are written-off."}
-{"_id": "TSLA20230402", "title": "TSLA Inventory Valuation", "text": "We also review our inventory to determine whether its carrying value exceeds the net amount realizable upon the ultimate sale of the inventory. This requires us to determine the estimated selling price of our vehicles less the estimated cost to convert the inventory on-hand into a finished product. Once inventory is written-down, a new, lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis."}
-{"_id": "TSLA20230404", "title": "TSLA Inventory Valuation", "text": "Should our estimates of future selling prices or production costs change, additional and potentially material write-downs may be required. A small change in our estimates may result in a material charge to our reported financial results."}
-{"_id": "TSLA20230406", "title": "TSLA Warranties", "text": "We provide a manufacturer\u2019s warranty on all new and used vehicles and a warranty on the installation and components of the energy generation and storage systems we sell for periods typically between 10 to 25 years. We accrue a warranty reserve for the products sold by us, which includes our best estimate of the projected costs to repair or replace items under warranties and recalls if identified. These estimates are based on actual claims incurred to date and an estimate of the nature, frequency and costs of future claims. These estimates are inherently uncertain and changes to our historical or projected warranty experience may cause material changes to the warranty reserve in the future. The warranty reserve does not include projected warranty costs associated with our vehicles subject to operating lease accounting and our solar energy systems under lease contracts or PPAs, as the costs to repair these warranty claims are expensed as incurred. The portion of the warranty reserve expected to be incurred within the next 12 months is included within Accrued liabilities and other, while the remaining balance is included within Other long-term liabilities on the consolidated balance sheets. For liabilities that we are entitled to receive indemnification from our suppliers, we record receivables for the contractually obligated amounts on the consolidated balance sheets as a component of Prepaid expenses and other current assets for the current portion and as Other non-current assets for the long-term portion. Warranty expense is recorded as a component of Cost of revenues in the consolidated statements of operations. Due to the magnitude of our automotive business, our accrued warranty balance is primarily related to our automotive segment."}
-{"_id": "TSLA20230408", "title": "TSLA Stock-Based Compensation", "text": "We use the fair value method of accounting for our stock options and restricted stock units (\u201cRSUs\u201d) granted to employees and for our employee stock purchase plan (the \u201cESPP\u201d) to measure the cost of employee services received in exchange for the stock-based awards. The fair value of stock option awards with only service and/or performance conditions is estimated on the grant or offering date using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires inputs such as the risk-free interest rate, expected term and expected volatility. These inputs are subjective and generally require significant judgment. The fair value of RSUs is measured on the grant date based on the closing fair market value of our common stock. The resulting cost is recognized over the period during which an employee is required to provide service in exchange for the awards, usually the vesting period, which is generally four years for stock options and RSUs and six months for the ESPP. Stock-based compensation expense is recognized on a straight-line basis, net of actual forfeitures in the period."}
-{"_id": "TSLA20230409", "title": "TSLA Stock-Based Compensation", "text": "For performance-based awards, stock-based compensation expense is recognized over the expected performance achievement period of individual performance milestones when the achievement of each individual performance milestone becomes probable."}
-{"_id": "TSLA20230410", "title": "TSLA Stock-Based Compensation", "text": "As we accumulate additional employee stock-based awards data over time and as we incorporate market data related to our common stock, we may calculate significantly different volatilities and expected lives, which could materially impact the valuation of our stock-based awards and the stock-based compensation expense that we will recognize in future periods. Stock-based compensation expense is recorded in Cost of revenues, Research and development expense and Selling, general and administrative expense in the consolidated statements of operations."}
-{"_id": "TSLA20230413", "title": "TSLA Income Taxes", "text": "We are subject to income taxes in the U.S. and in many foreign jurisdictions. Significant judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets that are not more likely than not to be realized. We monitor the realizability of our deferred tax assets taking into account all relevant factors at each reporting period. In completing our assessment of realizability of our deferred tax assets, we consider our history of income (loss) measured at pre-tax income (loss) adjusted for permanent book-tax differences on a jurisdictional basis, volatility in actual earnings, excess tax benefits related to stock-based compensation in recent prior years, and impacts of the timing of reversal of existing temporary differences. We also rely on our assessment of the Company\u2019s projected future results of business operations, including uncertainty in future operating results relative to historical results, volatility in the market price of our common stock and its performance over time, variable macroeconomic conditions impacting our ability to forecast future taxable income, and changes in business that may affect the existence and magnitude of future taxable income. Our valuation allowance assessment is based on our best estimate of future results considering all available information."}
-{"_id": "TSLA20230414", "title": "TSLA Income Taxes", "text": "Furthermore, significant judgment is required in evaluating our tax positions. In the ordinary course of business, there are many transactions and calculations for which the ultimate tax settlement is uncertain. As a result, we recognize the effect of this uncertainty on our tax attributes or taxes payable based on our estimates of the eventual outcome. These effects are recognized when, despite our belief that our tax return positions are supportable, we believe that it is more likely than not that some of those positions may not be fully sustained upon review by tax authorities. We are required to file income tax returns in the U.S. and various foreign jurisdictions, which requires us to interpret the applicable tax laws and regulations in effect in such jurisdictions. Such returns are subject to audit by the various federal, state and foreign taxing authorities, who may disagree with respect to our tax positions. We believe that our consideration is adequate for all open audit years based on our assessment of many factors, including past experience and interpretations of tax law. We review and update our estimates in light of changing facts and circumstances, such as the closing of a tax audit, the lapse of a statute of limitations or a change in estimate. To the extent that the final tax outcome of these matters differs from our expectations, such differences may impact income tax expense in the period in which such determination is made."}
-{"_id": "TSLA20230426", "title": "TSLA Revenues", "text": " ########Year Ended December 31,##########2023 vs. 2022 Change##########2022 vs. 2021 Change#### (Dollars in millions)####2023####2022####2021####$####%######$####%## Automotive sales##$##78,509##$##67,210##$##44,125##$##11,299####17##%##$##23,085####52##% Automotive regulatory credits####1,790####1,776####1,465####14####1##%####311####21##% Automotive leasing####2,120####2,476####1,642####(356)####(14)##%####834####51##% Total automotive revenues####82,419####71,462####47,232####10,957####15##%####24,230####51##% Services and other####8,319####6,091####3,802####2,228####37##%####2,289####60##% Total automotive & services and other segment revenue####90,738####77,553####51,034####13,185####17##%####26,519####52##% Energy generation and storage segment revenue####6,035####3,909####2,789####2,126####54##%####1,120####40##% Total revenues##$##96,773##$##81,462##$##53,823##$##15,311####19##%##$##27,639####51##%"}
-{"_id": "TSLA20230428", "title": "TSLA Automotive & Services and Other Segment", "text": "Automotive sales revenue includes revenues related to cash and financing deliveries of new Model S, Model X, Semi, Model 3, Model Y, and Cybertruck vehicles, including access to our FSD Capability features and their ongoing maintenance, internet connectivity, free Supercharging programs and over-the-air software updates. These deliveries are vehicles that are not subject to lease accounting."}
-{"_id": "TSLA20230429", "title": "TSLA Automotive & Services and Other Segment", "text": "Automotive regulatory credits includes sales of regulatory credits to other automotive manufacturers. Our revenue from automotive regulatory credits is directly related to our new vehicle production, sales and pricing negotiated with our customers. We monetize them proactively as new vehicles are sold based on standing arrangements with buyers of such credits, typically as close as possible to the production and delivery of the vehicle or changes in regulation impacting the credits."}
-{"_id": "TSLA20230430", "title": "TSLA Automotive & Services and Other Segment", "text": "Automotive leasing revenue includes the amortization of revenue for vehicles under direct operating lease agreements. Additionally, automotive leasing revenue includes direct sales-type leasing programs where we recognize all revenue associated with the sales-type lease upon delivery to the customer."}
-{"_id": "TSLA20230431", "title": "TSLA Automotive & Services and Other Segment", "text": "Services and other revenue consists of sales of used vehicles, non-warranty after-sales vehicle services, body shop and parts, paid Supercharging, vehicle insurance revenue and retail merchandise."}
-{"_id": "TSLA20230433", "title": "TSLA 2023 compared to 2022", "text": "Automotive sales revenue increased $11.30 billion, or 17%, in the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to an increase of 473,382 combined Model 3 and Model Y cash deliveries from production ramping of Model Y globally. The increase was partially offset by a lower average selling price on our vehicles driven by overall price reductions year over year, sales mix, and a negative impact from the United States dollar strengthening against other foreign currencies in the year ended December 31, 2023 compared to the prior year."}
-{"_id": "TSLA20230435", "title": "TSLA 2023 compared to 2022", "text": "Automotive regulatory credits revenue increased $14 million, or 1%, in the year ended December 31, 2023 as compared to the year ended December 31, 2022."}
-{"_id": "TSLA20230436", "title": "TSLA 2023 compared to 2022", "text": "Automotive leasing revenue decreased $356 million, or 14%, in the year ended December 31, 2023 as compared to the year ended December 31, 2022. The decrease was primarily due to a decrease in direct sales-type leasing revenue driven by lower deliveries year over year, partially offset by an increase from our growing direct operating lease portfolio."}
-{"_id": "TSLA20230437", "title": "TSLA 2023 compared to 2022", "text": "Services and other revenue increased $2.23 billion, or 37%, in the year ended December 31, 2023 as compared to the year ended December 31, 2022. The increase was primarily due to higher used vehicle revenue driven by increases in volume, body shop and part sales revenue, non-warranty maintenance services revenue, paid Supercharging revenue and insurance services revenue, all of which are primarily attributable to our growing fleet. The increases were partially offset by a decrease in the average selling price of used vehicles."}
-{"_id": "TSLA20230439", "title": "TSLA Energy Generation and Storage Segment", "text": "Energy generation and storage revenue includes sales and leasing of solar energy generation and energy storage products, financing of solar energy generation products, services related to such products and sales of solar energy systems incentives."}
-{"_id": "TSLA20230441", "title": "TSLA 2023 compared to 2022", "text": "Energy generation and storage revenue increased $2.13 billion, or 54%, in the year ended December 31, 2023 as compared to the year ended December 31, 2022. The increase was primarily due to an increase in deployments of Megapack."}
-{"_id": "TSLA20230461", "title": "TSLA Cost of Revenues and Gross Margin", "text": " ##########Year Ended December 31,##############2023 vs. 2022 Change##########2022 vs. 2021 Change#### (Dollars in millions)####2023######2022######2021######$####%######$####%## Cost of revenues###################################### Automotive sales##$##65,121####$##49,599####$##32,415####$##15,522####31##%##$##17,184####53##% Automotive leasing####1,268######1,509######978######(241)####(16)##%####531####54##% Total automotive cost of revenues####66,389######51,108######33,393######15,281####30##%####17,715####53##% Services and other####7,830######5,880######3,906######1,950####33##%####1,974####51##% Total automotive & services and other segment cost of revenues####74,219######56,988######37,299######17,231####30##%####19,689####53##% Energy generation and storage segment####4,894######3,621######2,918######1,273####35##%####703####24##% Total cost of revenues##$##79,113####$##60,609####$##40,217####$##18,504####31##%##$##20,392####51##% Gross profit total automotive##$##16,030####$##20,354####$##13,839###################### Gross margin total automotive####19.4##%####28.5##%####29.3##%#################### Gross profit total automotive & services and other segment##$##16,519####$##20,565####$##13,735###################### Gross margin total automotive & services and other segment####18.2##%####26.5##%####26.9##%#################### Gross profit energy generation and storage segment##$##1,141####$##288####$##(129)###################### Gross margin energy generation and storage segment####18.9##%####7.4##%####(4.6)##%#################### Total gross profit##$##17,660####$##20,853####$##13,606###################### Total gross margin####18.2##%####25.6##%####25.3##%####################"}
-{"_id": "TSLA20230463", "title": "TSLA Automotive & Services and Other Segment", "text": "Cost of automotive sales revenue includes direct and indirect materials, labor costs, manufacturing overhead, including depreciation costs of tooling and machinery, shipping and logistic costs, vehicle connectivity costs, FSD ongoing maintenance costs, allocations of electricity and infrastructure costs related to our Supercharger network and reserves for estimated warranty expenses. Cost of automotive sales revenues also includes adjustments to warranty expense and charges to write down the carrying value of our inventory when it exceeds its estimated net realizable value and to provide for obsolete and on-hand inventory in excess of forecasted demand. Additionally, cost of automotive sales revenue benefits from manufacturing credits earned."}
-{"_id": "TSLA20230464", "title": "TSLA Automotive & Services and Other Segment", "text": "Cost of automotive leasing revenue includes the depreciation of operating lease vehicles, cost of goods sold associated with direct sales-type leases and warranty expense related to leased vehicles."}
-{"_id": "TSLA20230465", "title": "TSLA Automotive & Services and Other Segment", "text": "Costs of services and other revenue includes cost of used vehicles including refurbishment costs, costs associated with providing non-warranty after-sales services, costs associated with our body shops and part sales, costs of paid Supercharging, costs to provide vehicle insurance and costs for retail merchandise."}
-{"_id": "TSLA20230467", "title": "TSLA 2023 compared to 2022", "text": "Cost of automotive sales revenue increased $15.52 billion, or 31%, in the year ended December 31, 2023 as compared to the year ended December 31, 2022. Cost of automotive sales revenue increased in line with the change in deliveries year over year, as discussed above. The increase was partially offset by a decrease in the average combined cost per unit of our vehicles primarily due to sales mix, lower inbound freight, a decrease in material costs and lower manufacturing costs from better fixed cost absorption. Our costs of revenue were also positively impacted by the United States dollar strengthening against our foreign currencies as compared to the prior periods and by the IRA manufacturing credits earned during the current year."}
-{"_id": "TSLA20230468", "title": "TSLA 2023 compared to 2022", "text": "Cost of automotive leasing revenue decreased $241 million, or 16%, in the year ended December 31, 2023 as compared to the year ended December 31, 2022. The decrease was primarily due to a decrease in direct sales-type leasing cost of revenue driven by lower deliveries year over year."}
-{"_id": "TSLA20230469", "title": "TSLA 2023 compared to 2022", "text": "Cost of services and other revenue increased $1.95 billion, or 33%, in the year ended December 31, 2023 as compared to the year ended December 31, 2022. The increase was generally in line with the changes in services and other revenue as discussed above."}
-{"_id": "TSLA20230470", "title": "TSLA 2023 compared to 2022", "text": "Gross margin for total automotive decreased from 28.5% to 19.4% in the year ended December 31, 2023 as compared to the year ended December 31, 2022. The decrease was primarily due to a lower average selling price on our vehicles partially offset by the favorable change in our average combined cost per unit of our vehicles and IRA manufacturing credits earned as discussed above."}
-{"_id": "TSLA20230471", "title": "TSLA 2023 compared to 2022", "text": "Gross margin for total automotive & services and other segment decreased from 26.5% to 18.2% in the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to the automotive gross margin decrease discussed above."}
-{"_id": "TSLA20230473", "title": "TSLA Energy Generation and Storage Segment", "text": "Cost of energy generation and storage revenue includes direct and indirect material and labor costs, warehouse rent, freight, warranty expense, other overhead costs and amortization of certain acquired intangible assets. Cost of energy generation and storage revenue also includes charges to write down the carrying value of our inventory when it exceeds its estimated net realizable value and to provide for obsolete and on-hand inventory in excess of forecasted demand. Additionally, cost of energy generation and storage revenue benefits from manufacturing credits earned. In agreements for solar energy systems and PPAs where we are the lessor, the cost of revenue is primarily comprised of depreciation of the cost of leased solar energy systems, maintenance costs associated with those systems and amortization of any initial direct costs."}
-{"_id": "TSLA20230476", "title": "TSLA 2023 compared to 2022", "text": "Cost of energy generation and storage revenue increased $1.27 billion, or 35%, in the year ended December 31, 2023 as compared to the year ended December 31, 2022, in line with the increase in Megapack deployments year over year, as discussed above. This increase was partially offset by an improvement in production ramping that drove down the average cost per MWh of Megapack as well as IRA manufacturing credits earned during the current year."}
-{"_id": "TSLA20230477", "title": "TSLA 2023 compared to 2022", "text": "Gross margin for energy generation and storage increased from 7.4% to 18.9% in the year ended December 31, 2023 as compared to the year ended December 31, 2022. The increase was driven by an improvement in our Megapack gross margin from lower average cost per MWh and a higher proportion of Megapack, which operated at a higher gross margin, within the segment as compared to the prior year periods. Additionally, there was a margin benefit from IRA manufacturing credits earned."}
-{"_id": "TSLA20230482", "title": "TSLA Research and Development Expense", "text": " ##########Year Ended December 31,##############2023 vs. 2022 Change##########2022 vs. 2021 Change#### (Dollars in millions)####2023######2022######2021######$####%######$####%## Research and development##$##3,969####$##3,075####$##2,593####$##894####29##%##$##482####19##% As a percentage of revenues####4##%####4##%####5##%####################"}
-{"_id": "TSLA20230483", "title": "TSLA Research and Development Expense", "text": "Research and development (\u201cR&D\u201d) expenses consist primarily of personnel costs for our teams in engineering and research, manufacturing engineering and manufacturing test organizations, prototyping expense, contract and professional services and amortized equipment expense."}
-{"_id": "TSLA20230484", "title": "TSLA Research and Development Expense", "text": "R&D expenses increased $894 million, or 29%, in the year ended December 31, 2023 as compared to the year ended December 31, 2022. The overall increase was primarily driven by additional costs in the current year related to the pre-production phase for Cybertruck, AI and other programs."}
-{"_id": "TSLA20230485", "title": "TSLA Research and Development Expense", "text": "R&D expenses as a percentage of revenue stayed consistent at 4% in the year ended December 31, 2023 as compared to the year ended December 31, 2022. Our R&D expenses have increased proportionately with total revenues as we continue to expand our product roadmap and technologies."}
-{"_id": "TSLA20230490", "title": "TSLA Selling, General and Administrative Expense", "text": " ##########Year Ended December 31,##############2023 vs. 2022 Change##########2022 vs. 2021 Change#### (Dollars in millions)####2023######2022######2021######$####%######$####%## Selling, general and administrative##$##4,800####$##3,946####$##4,517####$##854####22##%##$##(571)####(13)##% As a percentage of revenues####5##%####5##%####8##%####################"}
-{"_id": "TSLA20230491", "title": "TSLA Selling, General and Administrative Expense", "text": "Selling, general and administrative (\u201cSG&A\u201d) expenses generally consist of personnel and facilities costs related to our stores, marketing, sales, executive, finance, human resources, information technology and legal organizations, as well as fees for professional and contract services and litigation settlements."}
-{"_id": "TSLA20230492", "title": "TSLA Selling, General and Administrative Expense", "text": "SG&A expenses increased $854 million, or 22%, in the year ended December 31, 2023 as compared to the year ended December 31, 2022. This was driven by a $447 million increase in employee and labor costs primarily from increased headcount, including professional services and a $363 million increase in facilities related expenses."}
-{"_id": "TSLA20230496", "title": "TSLA Restructuring and Other", "text": " ########Year Ended December 31,##########2023 vs. 2022 Change########2022 vs. 2021 Change## (Dollars in millions)####2023####2022####2021####$####%####$####% Restructuring and other##$##\u2014##$##176##$##(27)##$##(176)####(100)%##$##203####Not meaningful"}
-{"_id": "TSLA20230497", "title": "TSLA Restructuring and Other", "text": "During the year ended December 31, 2022, we recorded an impairment loss of $204 million as well as realized gains of $64 million in connection with converting our holdings of digital assets into fiat currency. We also recorded other expenses of $36 million during the second quarter of the year ended December 31, 2022, related to employee terminations."}
-{"_id": "TSLA20230502", "title": "TSLA Interest Income", "text": " ########Year Ended December 31,##########2023 vs. 2022 Change##########2022 vs. 2021 Change#### (Dollars in millions)####2023####2022####2021####$####%######$####%## Interest income##$##1,066##$##297##$##56##$##769####259##%##$##241####430##%"}
-{"_id": "TSLA20230503", "title": "TSLA Interest Income", "text": "Interest income increased $769 million, or 259%, in the year ended December 31, 2023 as compared to the year ended December 31, 2022. This increase was primarily due to higher interest earned on our cash and cash equivalents and short-term investments in the year ended December 31, 2023 as compared to the prior year due to rising interest rates and our increasing portfolio balance."}
-{"_id": "TSLA20230507", "title": "TSLA Other Income (Expense), Net", "text": " ########Year Ended December 31,##########2023 vs. 2022 Change########2022 vs. 2021 Change## (Dollars in millions)####2023####2022####2021####$####%####$####% Other income (expense), net##$##172##$##(43)##$##135##$##215####Not meaningful##$##(178)####Not meaningful"}
-{"_id": "TSLA20230508", "title": "TSLA Other Income (Expense), Net", "text": "Other income (expense), net, consists primarily of foreign exchange gains and losses related to our foreign currency-denominated monetary assets and liabilities. We expect our foreign exchange gains and losses will vary depending upon movements in the underlying exchange rates."}
-{"_id": "TSLA20230514", "title": "TSLA Other Income (Expense), Net (Benefit from) Provision for Income Taxes", "text": "Other income, net, changed favorably by $215 million in the year ended December 31, 2023 as compared to the year ended December 31, 2022. The favorable change was primarily due to fluctuations in foreign currency exchange rates on our intercompany balances. ##########Year Ended December 31,##############2023 vs. 2022 Change########2022 vs. 2021 Change#### (Dollars in millions)####2023######2022######2021######$####%####$####%## (Benefit from) provision for income taxes##$##(5,001)####$##1,132####$##699####$##(6,133)####Not meaningful##$##433####62##% Effective tax rate####(50)##%####8##%####11##%##################"}
-{"_id": "TSLA20230515", "title": "TSLA Other Income (Expense), Net (Benefit from) Provision for Income Taxes", "text": "We monitor the realizability of our deferred tax assets taking into account all relevant factors at each reporting period. As of December 31, 2023, based on the relevant weight of positive and negative evidence, including the amount of our taxable income in recent years which is objective and verifiable, and consideration of our expected future taxable earnings, we concluded that it is more likely than not that our U.S. federal and certain state deferred tax assets are realizable. As such, we released $6.54 billion of our valuation allowance associated with the U.S. federal and state deferred tax assets, with the exception of our California deferred tax assets. Approximately $5.93 billion of the total valuation allowance release was related to deferred tax assets to be realized in the future years and the remainder benefited us during the year ended December 31, 2023. We continue to maintain a full valuation allowance against our California deferred tax assets as of December 31, 2023, because we concluded they are not more likely than not to be realized as we expect our California deferred tax assets generation in future years to exceed our ability to use these deferred tax assets."}
-{"_id": "TSLA20230516", "title": "TSLA Other Income (Expense), Net (Benefit from) Provision for Income Taxes", "text": "Our (benefit from) provision for income taxes changed by $6.13 billion in the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to the release of $6.54 billion of our valuation allowance associated with the U.S. federal and certain state deferred tax assets."}
-{"_id": "TSLA20230517", "title": "TSLA Other Income (Expense), Net (Benefit from) Provision for Income Taxes", "text": "Our effective tax rate changed from an expense of 8% to a benefit of 50% in the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to the release of the valuation allowance regarding our U.S. federal and certain state deferred tax assets."}
-{"_id": "TSLA20230518", "title": "TSLA Other Income (Expense), Net (Benefit from) Provision for Income Taxes", "text": "See Note 14, Income Taxes, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details."}
-{"_id": "TSLA20230521", "title": "TSLA Liquidity and Capital Resources", "text": "We expect to continue to generate net positive operating cash flow as we have done in the last five fiscal years. The cash we generate from our core operations enables us to fund ongoing operations and production, our research and development projects for new products and technologies including our proprietary battery cells, additional manufacturing ramps at existing manufacturing facilities, the construction of future factories, and the continued expansion of our retail and service locations, body shops, Mobile Service fleet, Supercharger, including to support NACS, energy product installation capabilities and autonomy and other artificial intelligence enabled products."}
-{"_id": "TSLA20230522", "title": "TSLA Liquidity and Capital Resources", "text": "In addition, because a large portion of our future expenditures will be to fund our growth, we expect that if needed we will be able to adjust our capital and operating expenditures by operating segment. For example, if our near-term manufacturing operations decrease in scale or ramp more slowly than expected, including due to global economic or business conditions, we may choose to correspondingly slow the pace of our capital expenditures. Finally, we continually evaluate our cash needs and may decide it is best to raise additional capital or seek alternative financing sources to fund the rapid growth of our business, including through drawdowns on existing or new debt facilities or financing funds. Conversely, we may also from time to time determine that it is in our best interests to voluntarily repay certain indebtedness early."}
-{"_id": "TSLA20230523", "title": "TSLA Liquidity and Capital Resources", "text": "Accordingly, we believe that our current sources of funds will provide us with adequate liquidity during the 12-month period following December 31, 2023, as well as in the long-term."}
-{"_id": "TSLA20230524", "title": "TSLA Liquidity and Capital Resources", "text": "See the sections below for more details regarding the material requirements for cash in our business and our sources of liquidity to meet such needs."}
-{"_id": "TSLA20230526", "title": "TSLA Material Cash Requirements", "text": "From time to time in the ordinary course of business, we enter into agreements with vendors for the purchase of components and raw materials to be used in the manufacture of our products. However, due to contractual terms, variability in the precise growth curves of our development and production ramps, and opportunities to renegotiate pricing, we generally do not have binding and enforceable purchase orders under such contracts beyond the short-term, and the timing and magnitude of purchase orders beyond such period is difficult to accurately project."}
-{"_id": "TSLA20230527", "title": "TSLA Material Cash Requirements", "text": "As discussed in and subject to the considerations referenced in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations\u2014Management Opportunities, Challenges and Uncertainties and 2023 Outlook\u2014Cash Flow and Capital Expenditure Trends in this Annual Report on Form 10-K, we currently expect our capital expenditures to support our projects globally to exceed $10.00 billion in 2024 and be between $8.00 to $10.00 billion in each of the following two fiscal years. In connection with our operations at Gigafactory New York, we have an agreement to spend or incur $5.00 billion in combined capital, operational expenses, costs of goods sold and other costs in the State of New York through December 31, 2029 (pursuant to a deferral of our required timelines to meet such obligations that was granted in April 2021, and which was memorialized in an amendment to our agreement with the SUNY Foundation in August 2021). For details regarding these obligations, refer to Note 15, Commitments and Contingencies, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K."}
-{"_id": "TSLA20230528", "title": "TSLA Material Cash Requirements", "text": "As of December 31, 2023, we and our subsidiaries had outstanding $4.68 billion in aggregate principal amount of indebtedness, of which $1.98 billion is scheduled to become due in the succeeding 12 months. As of December 31, 2023, our total minimum lease payments was $5.96 billion, of which $1.31 billion is due in the succeeding 12 months. For details regarding our indebtedness and lease obligations, refer to Note 11, Debt, and Note 12, Leases, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K."}
-{"_id": "TSLA20230530", "title": "TSLA Sources and Conditions of Liquidity", "text": "Our sources to fund our material cash requirements are predominantly from our deliveries and servicing of new and used vehicles, sales and installations of our energy storage products and solar energy systems, proceeds from debt facilities and proceeds from equity offerings, when applicable."}
-{"_id": "TSLA20230531", "title": "TSLA Sources and Conditions of Liquidity", "text": "As of December 31, 2023, we had $16.40 billion and $12.70 billion of cash and cash equivalents and short-term investments, respectively. Balances held in foreign currencies had a U.S. dollar equivalent of $4.43 billion and consisted primarily of Chinese yuan and euros. We had $5.03 billion of unused committed credit amounts as of December 31, 2023. For details regarding our indebtedness, refer to Note 11, Debt, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K."}
-{"_id": "TSLA20230533", "title": "TSLA Sources and Conditions of Liquidity", "text": "We continue adapting our strategy to meet our liquidity and risk objectives, such as investing in U.S. government securities and other investments, to do more vertical integration, expand our product roadmap and provide financing options to our customers."}
-{"_id": "TSLA20230539", "title": "TSLA Summary of Cash Flows", "text": " ########Year Ended December 31,#### (Dollars in millions)####2023####2022####2021 Net cash provided by operating activities##$##13,256##$##14,724##$##11,497 Net cash used in investing activities##$##(15,584)##$##(11,973)##$##(7,868) Net cash provided by (used in) financing activities##$##2,589##$##(3,527)##$##(5,203)"}
-{"_id": "TSLA20230541", "title": "TSLA Cash Flows from Operating Activities", "text": "Our cash flows from operating activities are significantly affected by our cash investments to support the growth of our business in areas such as research and development and selling, general and administrative and working capital. Our operating cash inflows include cash from vehicle sales and related servicing, customer lease and financing payments, customer deposits, cash from sales of regulatory credits and energy generation and storage products, and interest income on our cash and investments portfolio. These cash inflows are offset by our payments to suppliers for production materials and parts used in our manufacturing process, operating expenses, operating lease payments and interest payments on our financings."}
-{"_id": "TSLA20230542", "title": "TSLA Cash Flows from Operating Activities", "text": "Net cash provided by operating activities decreased by $1.47 billion to $13.26 billion during the year ended December 31, 2023 from $14.72 billion during the year ended December 31, 2022. This decrease was primarily due to the decrease in net income excluding non-cash expenses, gains and losses of $2.93 billion, partially offset by favorable changes in net operating assets and liabilities of $1.46 billion."}
-{"_id": "TSLA20230544", "title": "TSLA Cash Flows from Investing Activities", "text": "Cash flows from investing activities and their variability across each period related primarily to capital expenditures, which were $8.90 billion for the year ended December 31, 2023 and $7.16 billion for the year ended December 31, 2022, mainly for global factory expansion and machinery and equipment as we expand our product roadmap. We also purchased $6.62 billion and $5.81 billion of investments, net of proceeds from maturities and sales, for the year ended December 31, 2023 and 2022, respectively. Additionally, proceeds from sales of digital assets was $936 million in the year ended December 31, 2022."}
-{"_id": "TSLA20230546", "title": "TSLA Cash Flows from Financing Activities", "text": "Net cash from financing activities changed by $6.12 billion to $2.59 billion net cash provided by financing activities during the year ended December 31, 2023 from $3.53 billion net cash used in financing activities during the year ended December 31, 2022. The change was primarily due to a $3.93 billion increase in proceeds from issuances of debt and a $2.01 billion decrease in repayments of debt. See Note 11, Debt, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details regarding our debt obligations."}
-{"_id": "TSLA20230549", "title": "TSLA Recent Accounting Pronouncements", "text": "See Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K."}
-{"_id": "TSLA20230552", "title": "TSLA Foreign Currency Risk", "text": "We transact business globally in multiple currencies and hence have foreign currency risks related to our revenue, costs of revenue and operating expenses denominated in currencies other than the U.S. dollar (primarily the Chinese yuan and euro in relation to our current year operations). In general, we are a net receiver of currencies other than the U.S. dollar for our foreign subsidiaries. Accordingly, changes in exchange rates affect our operating results as expressed in U.S. dollars as we do not typically hedge foreign currency risk."}
-{"_id": "TSLA20230553", "title": "TSLA Foreign Currency Risk", "text": "We have also experienced, and will continue to experience, fluctuations in our net income as a result of gains (losses) on the settlement and the re-measurement of monetary assets and liabilities denominated in currencies that are not the local currency (primarily consisting of our intercompany and cash and cash equivalents balances)."}
-{"_id": "TSLA20230555", "title": "TSLA Foreign Currency Risk", "text": "We considered the historical trends in foreign currency exchange rates and determined that it is reasonably possible that adverse changes in foreign currency exchange rates of 10% for all currencies could be experienced in the near-term. These changes were applied to our total monetary assets and liabilities denominated in currencies other than our local currencies at the balance sheet date to compute the impact these changes would have had on our net income before income taxes. These changes would have resulted in a gain or loss of $1.01 billion at December 31, 2023 and $473 million at December 31, 2022, assuming no foreign currency hedging."}
-{"_id": "TSLA20230564", "title": "TSLA Index to Consolidated Financial Statements", "text": " ##Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)##47 Consolidated Balance Sheets##49 Consolidated Statements of Operations##50 Consolidated Statements of Comprehensive Income##51 Consolidated Statements of Redeemable Noncontrolling Interests and Equity##52 Consolidated Statements of Cash Flows##53"}
-{"_id": "TSLA20230568", "title": "TSLA Report of Independent Registered Public Accounting Firm", "text": "To the Board of Directors and Stockholders of Tesla, Inc."}
-{"_id": "TSLA20230569", "title": "TSLA Report of Independent Registered Public Accounting Firm", "text": "Opinions on the Financial Statements and Internal Control over Financial Reporting"}
-{"_id": "TSLA20230570", "title": "TSLA Report of Independent Registered Public Accounting Firm", "text": "We have audited the accompanying consolidated balance sheets of Tesla, Inc. and its subsidiaries (the \u201cCompany\u201d) as of December 31, 2023 and 2022, and the related consolidated statements of operations, of comprehensive income, of redeemable noncontrolling interests and equity and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)."}
-{"_id": "TSLA20230571", "title": "TSLA Report of Independent Registered Public Accounting Firm", "text": "In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO."}
-{"_id": "TSLA20230573", "title": "TSLA Changes in Accounting Principles", "text": "As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for convertible debt in 2021."}
-{"_id": "TSLA20230575", "title": "TSLA Basis for Opinions", "text": "The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management\u2019s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company\u2019s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "TSLA20230576", "title": "TSLA Basis for Opinions", "text": "We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects."}
-{"_id": "TSLA20230578", "title": "TSLA Basis for Opinions", "text": "Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions."}
-{"_id": "TSLA20230580", "title": "TSLA Definition and Limitations of Internal Control over Financial Reporting", "text": "A company\u2019s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company\u2019s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company\u2019s assets that could have a material effect on the financial statements."}
-{"_id": "TSLA20230581", "title": "TSLA Definition and Limitations of Internal Control over Financial Reporting", "text": "Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate."}
-{"_id": "TSLA20230583", "title": "TSLA Critical Audit Matters", "text": "The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates."}
-{"_id": "TSLA20230585", "title": "TSLA Automotive Warranty Reserve", "text": "As described in Note 2 to the consolidated financial statements, total accrued warranty, which primarily relates to the automotive segment, was $5,152 million as of December 31, 2023. The Company provides a manufacturer\u2019s warranty on all new and used Tesla vehicles. A warranty reserve is accrued for these products sold, which includes management\u2019s best estimate of the projected costs to repair or replace items under warranty and recalls if identified. These estimates are based on actual claims incurred to date and an estimate of the nature, frequency and costs of future claims."}
-{"_id": "TSLA20230586", "title": "TSLA Automotive Warranty Reserve", "text": "The principal considerations for our determination that performing procedures relating to the automotive warranty reserve is a critical audit matter are the significant judgment by management in determining the automotive warranty reserve for certain Tesla vehicle models; this in turn led to significant auditor judgment, subjectivity, and effort in performing procedures to evaluate management\u2019s significant assumptions related to the nature, frequency and costs of future claims for certain Tesla vehicle models, and the audit effort involved the use of professionals with specialized skill and knowledge."}
-{"_id": "TSLA20230587", "title": "TSLA Automotive Warranty Reserve", "text": "Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management\u2019s estimate of the automotive warranty reserve for certain Tesla vehicle models, including controls over management\u2019s significant assumptions related to the nature, frequency and costs of future claims as well as the completeness and accuracy of actual claims incurred to date. These procedures also included, among others, performing one of the following: (i) testing management\u2019s process for determining the automotive warranty reserve for certain Tesla vehicle models or (ii) developing an independent estimate of the automotive warranty reserve for certain Tesla vehicle models and comparing the independent estimate to management\u2019s estimate to evaluate the reasonableness of the estimate. Testing management\u2019s process involved evaluating the reasonableness of significant assumptions related to the nature and frequency of future claims and the related costs to repair or replace items under warranty. Evaluating the assumptions related to the nature and frequency of future claims and the related costs to repair or replace items under warranty involved evaluating whether the assumptions used were reasonable by performing a lookback analysis comparing prior period forecasted claims to actual claims incurred. Developing the independent estimate involved testing the completeness and accuracy of historical vehicle claims processed and testing that such claims were appropriately used by management in the estimation of future claims. Professionals with specialized skill and knowledge were used to assist in developing an independent estimate of the automotive warranty reserve for certain Tesla vehicle models and in evaluating the appropriateness of certain aspects of management\u2019s significant assumptions related to the nature and frequency of future claims."}
-{"_id": "TSLA20230592", "title": "TSLA January 26, 2024", "text": "We have served as the Company\u2019s auditor since 2005."}
-{"_id": "TSLA20230593", "title": "TSLA January 26, 2024", "text": "Tesla, Inc."}
-{"_id": "TSLA20230637", "title": "TSLA Consolidated Balance Sheets (in millions, except per share data)", "text": " ####December 31, 2023####December 31, 2022 Assets######## Current assets######## Cash and cash equivalents##$##16,398##$##16,253 Short-term investments####12,696####5,932 Accounts receivable, net####3,508####2,952 Inventory####13,626####12,839 Prepaid expenses and other current assets####3,388####2,941 Total current assets####49,616####40,917 Operating lease vehicles, net####5,989####5,035 Solar energy systems, net####5,229####5,489 Property, plant and equipment, net####29,725####23,548 Operating lease right-of-use assets####4,180####2,563 Digital assets, net####184####184 Intangible assets, net####178####215 Goodwill####253####194 Deferred tax assets####6,733####328 Other non-current assets####4,531####3,865 Total assets##$##106,618##$##82,338 Liabilities######## Current liabilities######## Accounts payable##$##14,431##$##15,255 Accrued liabilities and other####9,080####8,205 Deferred revenue####2,864####1,747 Current portion of debt and finance leases####2,373####1,502 Total current liabilities####28,748####26,709 Debt and finance leases, net of current portion####2,857####1,597 Deferred revenue, net of current portion####3,251####2,804 Other long-term liabilities####8,153####5,330 Total liabilities####43,009####36,440 Commitments and contingencies (Note 15)######## Redeemable noncontrolling interests in subsidiaries####242####409 Equity######## Stockholders\u2019 equity######## Preferred stock; $0.001 par value; 100 shares authorized; no shares issued and outstanding####\u2014####\u2014 Common stock; $0.001 par value; 6,000 shares authorized; 3,185 and 3,164 shares issued and outstanding as of December 31, 2023 and 2022, respectively####3####3 Additional paid-in capital####34,892####32,177 Accumulated other comprehensive loss####(143)####(361) Retained earnings####27,882####12,885 Total stockholders\u2019 equity####62,634####44,704 Noncontrolling interests in subsidiaries####733####785 Total liabilities and equity##$##106,618##$##82,338"}
-{"_id": "TSLA20230639", "title": "TSLA Consolidated Balance Sheets (in millions, except per share data)", "text": "The accompanying notes are an integral part of these consolidated financial statements."}
-{"_id": "TSLA20230640", "title": "TSLA Consolidated Balance Sheets (in millions, except per share data)", "text": "Tesla, Inc."}
-{"_id": "TSLA20230680", "title": "TSLA Consolidated Statements of Operations (in millions, except per share data)", "text": " ########Year Ended December 31,#### ####2023####2022####2021 Revenues############ Automotive sales##$##78,509##$##67,210##$##44,125 Automotive regulatory credits####1,790####1,776####1,465 Automotive leasing####2,120####2,476####1,642 Total automotive revenues####82,419####71,462####47,232 Energy generation and storage####6,035####3,909####2,789 Services and other####8,319####6,091####3,802 Total revenues####96,773####81,462####53,823 Cost of revenues############ Automotive sales####65,121####49,599####32,415 Automotive leasing####1,268####1,509####978 Total automotive cost of revenues####66,389####51,108####33,393 Energy generation and storage####4,894####3,621####2,918 Services and other####7,830####5,880####3,906 Total cost of revenues####79,113####60,609####40,217 Gross profit####17,660####20,853####13,606 Operating expenses############ Research and development####3,969####3,075####2,593 Selling, general and administrative####4,800####3,946####4,517 Restructuring and other####\u2014####176####(27) Total operating expenses####8,769####7,197####7,083 Income from operations####8,891####13,656####6,523 Interest income####1,066####297####56 Interest expense####(156)####(191)####(371) Other income (expense), net####172####(43)####135 Income before income taxes####9,973####13,719####6,343 (Benefit from) provision for income taxes####(5,001)####1,132####699 Net income####14,974####12,587####5,644 Net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests in subsidiaries####(23)####31####125 Net income attributable to common stockholders##$##14,997##$##12,556##$##5,519 Net income per share of common stock attributable to common stockholders############ Basic##$##4.73##$##4.02##$##1.87 Diluted##$##4.30##$##3.62##$##1.63 Weighted average shares used in computing net income per share of common stock############ Basic####3,174####3,130####2,959 Diluted####3,485####3,475####3,386"}
-{"_id": "TSLA20230682", "title": "TSLA Consolidated Statements of Operations (in millions, except per share data)", "text": "The accompanying notes are an integral part of these consolidated financial statements."}
-{"_id": "TSLA20230683", "title": "TSLA Consolidated Statements of Operations (in millions, except per share data)", "text": "Tesla, Inc."}
-{"_id": "TSLA20230695", "title": "TSLA Consolidated Statements of Comprehensive Income (in millions)", "text": " ########Year Ended December 31,#### ####2023####2022####2021 Net income##$##14,974##$##12,587##$##5,644 Other comprehensive income (loss):############ Foreign currency translation adjustment####198####(392)####(308) Unrealized net gain (loss) on investments####16####(23)####(1) Adjustment for net loss realized and included in net income####4####\u2014####\u2014 Comprehensive income####15,192####12,172####5,335 Less: Comprehensive (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests in subsidiaries####(23)####31####125 Comprehensive income attributable to common stockholders##$##15,215##$##12,141##$##5,210"}
-{"_id": "TSLA20230697", "title": "TSLA Consolidated Statements of Comprehensive Income (in millions)", "text": "The accompanying notes are an integral part of these consolidated financial statements."}
-{"_id": "TSLA20230698", "title": "TSLA Consolidated Statements of Comprehensive Income (in millions)", "text": "Tesla, Inc."}
-{"_id": "TSLA20230729", "title": "TSLA Consolidated Statements of Redeemable Noncontrolling Interests and Equity (in millions)", "text": " ####Redeemable Noncontrolling Interests####Common Stock########Additional Paid-In Capital####Accumulated Other Comprehensive Income (Loss)####(Accumulated Deficit) Retained Earnings####Total Stockholders\u2019 Equity####Noncontrolling Interests in Subsidiaries ######Shares######Amount#################### Balance as of December 31, 2020##$##604##2,879####$##3##$##27,260##$##363##$##(5,401)##$##22,225##$##850 Adjustments for prior periods from adopting ASU 2020-06####\u2014##\u2014######\u2014####(474)####\u2014####211####(263)####\u2014 Exercises of conversion feature of convertible senior notes####\u2014##2######\u2014####6####\u2014####\u2014####6####\u2014 Settlements of warrants####\u2014##112######\u2014####\u2014####\u2014####\u2014####\u2014####\u2014 Issuance of common stock for equity incentive awards####\u2014##107######\u2014####707####\u2014####\u2014####707####\u2014 Stock-based compensation####\u2014##\u2014######\u2014####2,299####\u2014####\u2014####2,299####\u2014 Contributions from noncontrolling interests####2##\u2014######\u2014####\u2014####\u2014####\u2014####\u2014####\u2014 Distributions to noncontrolling interests####(66)##\u2014######\u2014####\u2014####\u2014####\u2014####\u2014####(106) Buy-outs of noncontrolling interests####(15)##\u2014######\u2014####5####\u2014####\u2014####5####\u2014 Net income####43##\u2014######\u2014####\u2014####\u2014####5,519####5,519####82 Other comprehensive loss####\u2014##\u2014######\u2014####\u2014####(309)####\u2014####(309)####\u2014 Balance as of December 31, 2021##$##568##3,100####$##3##$##29,803##$##54##$##329##$##30,189##$##826 Settlements of warrants####\u2014##37######\u2014####\u2014####\u2014####\u2014####\u2014####\u2014 Issuance of common stock for equity incentive awards####\u2014##27######\u2014####541####\u2014####\u2014####541####\u2014 Stock-based compensation####\u2014##\u2014######\u2014####1,806####\u2014####\u2014####1,806####\u2014 Distributions to noncontrolling interests####(46)##\u2014######\u2014####\u2014####\u2014####\u2014####\u2014####(113) Buy-outs of noncontrolling interests####(11)##\u2014######\u2014####27####\u2014####\u2014####27####(61) Net (loss) income####(102)##\u2014######\u2014####\u2014####\u2014####12,556####12,556####133 Other comprehensive loss####\u2014##\u2014######\u2014####\u2014####(415)####\u2014####(415)####\u2014 Balance as of December 31, 2022##$##409##3,164####$##3##$##32,177##$##(361)##$##12,885##$##44,704##$##785 Issuance of common stock for equity incentive awards####\u2014##21######\u2014####700####\u2014####\u2014####700####\u2014 Stock-based compensation####\u2014##\u2014######\u2014####2,013####\u2014####\u2014####2,013####\u2014 Distributions to noncontrolling interests####(32)##\u2014######\u2014####\u2014####\u2014####\u2014####\u2014####(108) Buy-outs of noncontrolling interests####(39)##\u2014######\u2014####2####\u2014####\u2014####2####(17) Net (loss) income####(96)##\u2014######\u2014####\u2014####\u2014####14,997####14,997####73 Other comprehensive income####\u2014##\u2014######\u2014####\u2014####218####\u2014####218####\u2014 Balance as of December 31, 2023##$##242##3,185####$##3##$##34,892##$##(143)##$##27,882##$##62,634##$##733"}
-{"_id": "TSLA20230731", "title": "TSLA Consolidated Statements of Redeemable Noncontrolling Interests and Equity (in millions)", "text": "The accompanying notes are an integral part of these consolidated financial statements."}
-{"_id": "TSLA20230732", "title": "TSLA Consolidated Statements of Redeemable Noncontrolling Interests and Equity (in millions)", "text": "Tesla, Inc."}
-{"_id": "TSLA20230786", "title": "TSLA Consolidated Statements of Cash Flows (in millions)", "text": " ########Year Ended December 31,#### ####2023####2022####2021 Cash Flows from Operating Activities############ Net income##$##14,974##$##12,587##$##5,644 Adjustments to reconcile net income to net cash provided by operating activities:############ Depreciation, amortization and impairment####4,667####3,747####2,911 Stock-based compensation####1,812####1,560####2,121 Inventory and purchase commitments write-downs####463####177####140 Foreign currency transaction net unrealized (gain) loss####(144)####81####(55) Deferred income taxes####(6,349)####(196)####(149) Non-cash interest and other operating activities####81####340####245 Digital assets loss (gain), net####\u2014####140####(27) Changes in operating assets and liabilities:############ Accounts receivable####(586)####(1,124)####(130) Inventory####(1,195)####(6,465)####(1,709) Operating lease vehicles####(1,952)####(1,570)####(2,114) Prepaid expenses and other assets####(2,652)####(3,713)####(1,540) Accounts payable, accrued and other liabilities####2,605####8,029####5,367 Deferred revenue####1,532####1,131####793 Net cash provided by operating activities####13,256####14,724####11,497 Cash Flows from Investing Activities############ Purchases of property and equipment excluding finance leases, net of sales####(8,898)####(7,158)####(6,482) Purchases of solar energy systems, net of sales####(1)####(5)####(32) Purchases of digital assets####\u2014####\u2014####(1,500) Proceeds from sales of digital assets####\u2014####936####272 Purchase of intangible assets####\u2014####(9)####\u2014 Purchases of investments####(19,112)####(5,835)####(132) Proceeds from maturities of investments####12,353####22####\u2014 Proceeds from sales of investments####138####\u2014####\u2014 Receipt of government grants####\u2014####76####6 Business combinations, net of cash acquired####(64)####\u2014####\u2014 Net cash used in investing activities####(15,584)####(11,973)####(7,868) Cash Flows from Financing Activities############ Proceeds from issuances of debt####3,931####\u2014####8,883 Repayments of debt####(1,351)####(3,364)####(14,167) Collateralized lease repayments####\u2014####\u2014####(9) Proceeds from exercises of stock options and other stock issuances####700####541####707 Principal payments on finance leases####(464)####(502)####(439) Debt issuance costs####(29)####\u2014####(9) Proceeds from investments by noncontrolling interests in subsidiaries####\u2014####\u2014####2 Distributions paid to noncontrolling interests in subsidiaries####(144)####(157)####(161) Payments for buy-outs of noncontrolling interests in subsidiaries####(54)####(45)####(10) Net cash provided by (used in) financing activities####2,589####(3,527)####(5,203) Effect of exchange rate changes on cash and cash equivalents and restricted cash####4####(444)####(183) Net increase (decrease) in cash and cash equivalents and restricted cash####265####(1,220)####(1,757) Cash and cash equivalents and restricted cash, beginning of period####16,924####18,144####19,901 Cash and cash equivalents and restricted cash, end of period##$##17,189##$##16,924##$##18,144 Supplemental Non-Cash Investing and Financing Activities############ Acquisitions of property and equipment included in liabilities##$##2,272##$##2,148##$##2,251 Supplemental Disclosures############ Cash paid during the period for interest, net of amounts capitalized##$##126##$##152##$##266 Cash paid during the period for income taxes, net of refunds##$##1,119##$##1,203##$##561"}
-{"_id": "TSLA20230788", "title": "TSLA Consolidated Statements of Cash Flows (in millions)", "text": "The accompanying notes are an integral part of these consolidated financial statements."}
-{"_id": "TSLA20230789", "title": "TSLA Consolidated Statements of Cash Flows (in millions)", "text": "Tesla, Inc."}
-{"_id": "TSLA20230792", "title": "TSLA Note 1 \u2013 Overview", "text": "Tesla, Inc. (\u201cTesla\u201d, the \u201cCompany\u201d, \u201cwe\u201d, \u201cus\u201d or \u201cour\u201d) was incorporated in the State of Delaware on July 1, 2003. We design, develop, manufacture, sell and lease high-performance fully electric vehicles and energy generation and storage systems, and offer services related to our products. Our Chief Executive Officer, as the chief operating decision maker (\u201cCODM\u201d), organizes our company, manages resource allocations and measures performance among two operating and reportable segments: (i) automotive and (ii) energy generation and storage."}
-{"_id": "TSLA20230795", "title": "TSLA Principles of Consolidation", "text": "The accompanying consolidated financial statements have been prepared in conformity with GAAP and reflect our accounts and operations and those of our subsidiaries in which we have a controlling financial interest. In accordance with the provisions of ASC 810, Consolidation (\u201cASC 810\u201d), we consolidate any variable interest entity (\u201cVIE\u201d) of which we are the primary beneficiary. We have formed VIEs with financing fund investors in the ordinary course of business in order to facilitate the funding and monetization of certain attributes associated with solar energy systems and leases under our direct vehicle leasing programs. The typical condition for a controlling financial interest ownership is holding a majority of the voting interests of an entity; however, a controlling financial interest may also exist in entities, such as VIEs, through arrangements that do not involve controlling voting interests. ASC 810 requires a variable interest holder to consolidate a VIE if that party has the power to direct the activities of the VIE that most significantly impact the VIE\u2019s economic performance and the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. We do not consolidate a VIE in which we have a majority ownership interest when we are not considered the primary beneficiary. We have determined that we are the primary beneficiary of all the VIEs (see Note 16, Variable Interest Entity Arrangements). We evaluate our relationships with all the VIEs on an ongoing basis to ensure that we continue to be the primary beneficiary. All intercompany transactions and balances have been eliminated upon consolidation."}
-{"_id": "TSLA20230797", "title": "TSLA Use of Estimates", "text": "The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures in the accompanying notes. The estimates used for, but not limited to, determining significant economic incentive for resale value guarantee arrangements, sales return reserves, income taxes, the collectability of accounts and finance receivables, inventory valuation, warranties, fair value of long-lived assets, goodwill, fair value of financial instruments, fair value and residual value of operating lease vehicles and solar energy systems subject to leases could be impacted. We have assessed the impact and are not aware of any specific events or circumstances that required an update to our estimates and assumptions or materially affected the carrying value of our assets or liabilities as of the date of issuance of this Annual Report on Form 10-K. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions."}
-{"_id": "TSLA20230800", "title": "TSLA Reclassifications", "text": "Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes."}
-{"_id": "TSLA20230813", "title": "TSLA Revenue by source", "text": "The following table disaggregates our revenue by major source (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Automotive sales##$##78,509##$##67,210##$##44,125 Automotive regulatory credits####1,790####1,776####1,465 Energy generation and storage sales####5,515####3,376####2,279 Services and other####8,319####6,091####3,802 Total revenues from sales and services####94,133####78,453####51,671 Automotive leasing####2,120####2,476####1,642 Energy generation and storage leasing####520####533####510 Total revenues##$##96,773##$##81,462##$##53,823"}
-{"_id": "TSLA20230816", "title": "TSLA Automotive Sales", "text": "Automotive sales revenue includes revenues related to cash and financing deliveries of new vehicles, and specific other features and services that meet the definition of a performance obligation under ASC 606, including access to our FSD Capability features and their ongoing maintenance, internet connectivity, free Supercharging programs and over-the-air software updates. We recognize revenue on automotive sales upon delivery to the customer, which is when the control of a vehicle transfers. Payments are typically received at the point control transfers or in accordance with payment terms customary to the business, except sales we finance for which payments are collected over the contractual loan term. We also recognize a sales return reserve based on historical experience plus consideration for expected future market values, when we offer resale value guarantees or similar buyback terms. Other features and services such as access to our internet connectivity, unlimited free Supercharging and over-the-air software updates are provisioned upon control transfer of a vehicle and recognized over time on a straight-line basis as we have a stand-ready obligation to deliver such services to the customer. Other limited free Supercharging incentives are recognized based on actual usage or expiration, whichever is earlier. We recognize revenue related to these other features and services over the performance period, which is generally the expected ownership life of the vehicle. Revenue related to FSD Capability features is recognized when functionality is delivered to the customer and their ongoing maintenance is recognized over time. For our obligations related to automotive sales, we estimate standalone selling price by considering costs used to develop and deliver the service, third-party pricing of similar options and other information that may be available."}
-{"_id": "TSLA20230818", "title": "TSLA Automotive Sales", "text": "Any fees that are paid or payable by us to a customer\u2019s lender when we arrange the financing are recognized as an offset against automotive sales revenue. Costs to obtain a contract mainly relate to commissions paid to our sales personnel for the sale of vehicles. As our contract costs related to automotive sales are typically fulfilled within one year, the costs to obtain a contract are expensed as incurred. Amounts billed to customers related to shipping and handling are classified as automotive sales revenue, and we have elected to recognize the cost for freight and shipping when control over vehicles, parts or accessories have transferred to the customer as an expense in cost of automotive sales revenue. Our policy is to exclude taxes collected from a customer from the transaction price of automotive contracts."}
-{"_id": "TSLA20230819", "title": "TSLA Automotive Sales", "text": "We offer resale value guarantees to our commercial banking partners in connection with certain vehicle leasing programs. Under these programs, we originate the lease with our end customer and immediately transfer the lease and the underlying vehicle to our commercial banking partner, with the transaction being accounted for as a sale under ASC 606. We receive upfront payment for the vehicle, do not bear casualty and credit risks during the lease term, and we provide a guarantee capped to a limit if they are unable to sell the vehicle at or above the vehicle\u2019s contract residual value at the end of the lease term. We estimate a guarantee liability in accordance with ASC 460, Guarantees and record it within other liabilities on our consolidated balance sheet. On a quarterly basis, we assess the estimated market value of vehicles sold under this program to determine whether there have been changes to the amount of expected resale value guarantee payments. As we accumulate more data related to the resale values of our vehicles or as market conditions change, there may be material changes to their estimated values. The total guarantee liability on vehicles sold under this program was immaterial as of December 31, 2023."}
-{"_id": "TSLA20230827", "title": "TSLA Automotive Sales", "text": "Deferred revenue related to the access to our FSD Capability features and their ongoing maintenance, internet connectivity, free Supercharging programs and over-the-air software updates primarily on automotive sales consisted of the following (in millions): ######Year Ended December 31,#### ####2023######2022 Deferred revenue\u2014 beginning of period##$##2,913####$##2,382 Additions####1,201######1,178 Net changes in liability for pre-existing contracts####17######(67) Revenue recognized####(595)######(580) Deferred revenue\u2014 end of period##$##3,536####$##2,913"}
-{"_id": "TSLA20230828", "title": "TSLA Automotive Sales", "text": "Deferred revenue is equivalent to the total transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied, as of the balance sheet date. Revenue recognized from the deferred revenue balance as of December 31, 2022 was $469 million for the year ended December 31, 2023. We had recognized revenue of $472 million from the deferred revenue balance as of December 31, 2021, for the year ended December 31, 2022, primarily related to the general FSD Capability feature release in North America in the fourth quarter of 2022. Of the total deferred revenue balance as of December 31, 2023, we expect to recognize $926 million of revenue in the next 12 months. The remaining balance will be recognized at the time of transfer of control of the product or over the performance period as discussed above in Automotive Sales."}
-{"_id": "TSLA20230829", "title": "TSLA Automotive Sales", "text": "We have been providing loans for financing our automotive deliveries in volume since fiscal year 2022. As of December 31, 2023 and 2022, we have recorded net financing receivables on the consolidated balance sheets, of which $242 million and $128 million, respectively, is recorded within Accounts receivable, net, for the current portion and $1.04 billion and $665 million, respectively, is recorded within Other non-current assets for the long-term portion."}
-{"_id": "TSLA20230831", "title": "TSLA Automotive Regulatory Credits", "text": "We earn tradable credits in the operation of our automotive business under various regulations related to ZEVs, greenhouse gas, fuel economy and clean fuel. We sell these credits to other regulated entities who can use the credits to comply with emission standards and other regulatory requirements."}
-{"_id": "TSLA20230833", "title": "TSLA Automotive Regulatory Credits", "text": "Payments for automotive regulatory credits are typically received at the point control transfers to the customer, or in accordance with payment terms customary to the business. We recognize revenue on the sale of automotive regulatory credits, which have negligible incremental costs associated with them, at the time control of the regulatory credits is transferred to the purchasing party. Deferred revenue related to sales of automotive regulatory credits was immaterial as of December 31, 2023 and 2022. Revenue recognized from the deferred revenue balance as of December 31, 2022 and 2021 was immaterial for the years ended December 31, 2023 and 2022. During the year ended December 31, 2022, we had also recognized $288 million in revenue due to changes in regulation which entitled us to additional consideration for credits sold previously."}
-{"_id": "TSLA20230836", "title": "TSLA Direct Vehicle Operating Leasing Program", "text": "We have outstanding leases under our direct vehicle operating leasing programs in the U.S., Canada and in certain countries in Europe. Qualifying customers are permitted to lease a vehicle directly from Tesla for up to 48 months. At the end of the lease term, customers are generally required to return the vehicles to us. We account for these leasing transactions as operating leases. We record leasing revenues to automotive leasing revenue on a straight-line basis over the contractual term, and we record the depreciation of these vehicles to cost of automotive leasing revenue. For the years ended December 31, 2023, 2022 and 2021, we recognized $1.86 billion, $1.75 billion and $1.25 billion of direct vehicle leasing revenue, respectively. As of December 31, 2023 and 2022, we had deferred $458 million and $407 million, respectively, of lease-related upfront payments, which will be recognized on a straight-line basis over the contractual terms of the individual leases."}
-{"_id": "TSLA20230837", "title": "TSLA Direct Vehicle Operating Leasing Program", "text": "Our policy is to exclude taxes collected from a customer from the transaction price of automotive contracts."}
-{"_id": "TSLA20230839", "title": "TSLA Direct Sales-Type Leasing Program", "text": "We have outstanding direct leases and vehicles financed by us under loan arrangements accounted for as sales-type leases under ASC 842, Leases (\u201cASC 842\u201d), in certain countries in Asia and Europe. Depending on the specific program, customers may or may not have a right to return the vehicle to us during or at the end of the lease term. If the customer does not have a right to return, the customer will take title to the vehicle at the end of the lease term after making all contractual payments. Under the programs for which there is a right to return, the purchase option is reasonably certain to be exercised by the lessee and we therefore expect the customer to take title to the vehicle at the end of the lease term after making all contractual payments. Our arrangements under these programs can have terms for up to 72 months. We recognize all revenue and costs associated with the sales-type lease as automotive leasing revenue and automotive leasing cost of revenue, respectively, upon delivery of the vehicle to the customer. Interest income based on the implicit rate in the lease is recorded to automotive leasing revenue over time as customers are invoiced on a monthly basis. For the years ended December 31, 2023, 2022 and 2021, we recognized $215 million, $683 million and $369 million, respectively, of sales-type leasing revenue and $164 million, $427 million and $234 million, respectively, of sales-type leasing cost of revenue."}
-{"_id": "TSLA20230841", "title": "TSLA Services and Other Revenue", "text": "Services and other revenue consists of sales of used vehicles, non-warranty after-sales vehicle services, body shop and parts, paid Supercharging, vehicle insurance revenue and retail merchandise."}
-{"_id": "TSLA20230843", "title": "TSLA Services and Other Revenue", "text": "Revenues related to repair, maintenance and vehicle insurance services are recognized over time as services are provided and extended service plans are recognized over the performance period of the service contract as the obligation represents a stand-ready obligation to the customer. We sell used vehicles, services, service plans, vehicle components and merchandise separately and thus use standalone selling prices as the basis for revenue allocation to the extent that these items are sold in transactions with other performance obligations. Payment for used vehicles, services, vehicle components, and merchandise are typically received at the point when control transfers to the customer or in accordance with payment terms customary to the business. Payments received for prepaid plans are refundable upon customer cancellation of the related contracts and are included within Customer deposits on the consolidated balance sheets. We record in Deferred revenue any non-refundable prepayment amounts that are collected from customers and unearned insurance premiums, which is recognized as revenue ratably over the respective customer contract term. Deferred revenue excluding unearned insurance premiums was immaterial as of December 31, 2023 and 2022."}
-{"_id": "TSLA20230846", "title": "TSLA Energy Generation and Storage Sales", "text": "Energy generation and storage sales revenue consists of the sale of solar energy systems and energy storage systems to residential, small commercial, large commercial and utility grade customers. Sales of solar energy systems to residential and small scale commercial customers consist of the engineering, design and installation of the system. Residential and small scale commercial customers pay the full purchase price of the solar energy system upfront. Revenue for the design and installation obligation is recognized when control transfers, which is when we install a solar energy system and the system passes inspection by the utility or the authority having jurisdiction. Sales of energy storage systems to residential and small scale commercial customers consist of the installation of the energy storage system and revenue is recognized when control transfers, which is when the product has been delivered or, if we are performing installation, when installed and commissioned. Payment for such storage systems is made upon invoice or in accordance with payment terms customary to the business."}
-{"_id": "TSLA20230847", "title": "TSLA Energy Generation and Storage Sales", "text": "For large commercial and utility grade energy storage system sales which consist of the engineering, design and installation of the system, customers make milestone payments that are consistent with contract-specific phases of a project. Revenue from such contracts is recognized over time using the percentage of completion method based on cost incurred as a percentage of total estimated contract costs for energy storage system sales."}
-{"_id": "TSLA20230848", "title": "TSLA Energy Generation and Storage Sales", "text": "In instances where there are multiple performance obligations in a single contract, we allocate the consideration to the various obligations in the contract based on the relative standalone selling price method. Standalone selling prices are estimated based on estimated costs plus margin or by using market data for comparable products. Costs to obtain a contract relate mainly to commissions paid to our sales personnel related to the sale of energy storage systems. As our contract costs related to energy storage system sales are typically fulfilled within one year, the costs to obtain a contract are expensed as incurred."}
-{"_id": "TSLA20230849", "title": "TSLA Energy Generation and Storage Sales", "text": "As part of our energy storage system contracts, we may provide the customer with performance guarantees that warrant that the underlying system will meet or exceed the minimum energy performance requirements specified in the contract. If an energy storage system does not meet the performance guarantee requirements, we may be required to pay liquidated damages. Other forms of variable consideration related to our large commercial and utility grade energy storage system contracts include variable customer payments that will be made based on our energy market participation activities. Such guarantees and variable customer payments represent a form of variable consideration and are estimated at contract inception at their most likely amount and updated at the end of each reporting period as additional performance data becomes available. Such estimates are included in the transaction price only to the extent that it is probable a significant reversal of revenue will not occur."}
-{"_id": "TSLA20230850", "title": "TSLA Energy Generation and Storage Sales", "text": "We record as deferred revenue any non-refundable amounts that are collected from customers related to fees charged for prepayments, which is recognized as revenue ratably over the respective customer contract term. As of December 31, 2023 and 2022, deferred revenue related to such customer payments amounted to $1.60 billion and $863 million, respectively, mainly due to contractual payment terms. Revenue recognized from the deferred revenue balance as of December 31, 2022 and 2021 was $571 million and $171 million for the years ended December 31, 2023 and 2022, respectively. We have elected the practical expedient to omit disclosure of the amount of the transaction price allocated to remaining performance obligations for energy generation and storage sales with an original expected contract length of one year or less and the amount that we have the right to invoice when that amount corresponds directly with the value of the performance to date. As of December 31, 2023, total transaction price allocated to performance obligations that were unsatisfied or partially unsatisfied for contracts with an original expected length of more than one year was $3.43 billion. Of this amount, we expect to recognize $1.05 billion in the next 12 months and the rest over the remaining performance obligation period."}
-{"_id": "TSLA20230852", "title": "TSLA Energy Generation and Storage Sales", "text": "We have been providing loans for financing our energy generation products in volume since fiscal year 2022. As of December 31, 2023 and 2022, we have recorded net financing receivables on the consolidated balance sheets, of which $31 million and $24 million, respectively, is recorded within Accounts receivable, net, for the current portion and $578 million and $387 million, respectively, is recorded within Other non-current assets for the long-term portion."}
-{"_id": "TSLA20230854", "title": "TSLA Energy Generation and Storage Leasing", "text": "For revenue arrangements where we are the lessor under operating lease agreements for energy generation and storage products, we record lease revenue from minimum lease payments, including upfront rebates and incentives earned from such systems, on a straight-line basis over the life of the lease term, assuming all other revenue recognition criteria have been met. The difference between the payments received and the revenue recognized is recorded as deferred revenue or deferred asset on the consolidated balance sheet."}
-{"_id": "TSLA20230855", "title": "TSLA Energy Generation and Storage Leasing", "text": "For solar energy systems where customers purchase electricity from us under PPAs prior to January 1, 2019, we have determined that these agreements should be accounted for as operating leases pursuant to ASC 840, Leases. Revenue is recognized based on the amount of electricity delivered at rates specified under the contracts, assuming all other revenue recognition criteria are met."}
-{"_id": "TSLA20230856", "title": "TSLA Energy Generation and Storage Leasing", "text": "We record as deferred revenue any amounts that are collected from customers, including lease prepayments, in excess of revenue recognized, which is recognized as revenue ratably over the respective customer contract term. As of December 31, 2023 and 2022, deferred revenue related to such customer payments amounted to $181 million and $191 million, respectively. Deferred revenue also includes the portion of rebates and incentives received from utility companies and various local and state government agencies, which is recognized as revenue over the lease term. As of December 31, 2023 and 2022, deferred revenue from rebates and incentives was immaterial."}
-{"_id": "TSLA20230857", "title": "TSLA Energy Generation and Storage Leasing", "text": "We capitalize initial direct costs from the execution of agreements for solar energy systems and PPAs, which include the referral fees and sales commissions, as an element of solar energy systems, net, and subsequently amortize these costs over the term of the related agreements."}
-{"_id": "TSLA20230861", "title": "TSLA Automotive Sales", "text": "Cost of automotive sales revenue includes direct and indirect materials, labor costs, manufacturing overhead, including depreciation costs of tooling and machinery, shipping and logistic costs, vehicle connectivity costs, FSD Capability ongoing maintenance costs, allocations of electricity and infrastructure costs related to our Supercharger network and reserves for estimated warranty expenses. Cost of automotive sales revenues also includes adjustments to warranty expense and charges to write down the carrying value of our inventory when it exceeds its estimated net realizable value and to provide for obsolete and on-hand inventory in excess of forecasted demand. Additionally, cost of automotive sales revenue benefits from manufacturing credits earned."}
-{"_id": "TSLA20230863", "title": "TSLA Automotive Leasing", "text": "Cost of automotive leasing revenue includes the depreciation of operating lease vehicles, cost of goods sold associated with direct sales-type leases and warranty expense related to leased vehicles."}
-{"_id": "TSLA20230865", "title": "TSLA Services and Other", "text": "Costs of services and other revenue includes cost of used vehicles including refurbishment costs, costs associated with providing non-warranty after-sales services, costs associated with our body shops and part sales, costs of paid Supercharging, costs to provide vehicle insurance and costs for retail merchandise."}
-{"_id": "TSLA20230869", "title": "TSLA Energy Generation and Storage", "text": "Cost of energy generation and storage revenue includes direct and indirect material and labor costs, overhead costs, freight, warranty expense, and amortization of certain acquired intangible assets. Cost of energy generation and storage revenue also includes charges to write down the carrying value of our inventory when it exceeds its estimated net realizable value and to provide for obsolete and on-hand inventory in excess of forecasted demand. Additionally, cost of energy generation and storage revenue benefits from manufacturing credits earned. In agreements for solar energy systems and PPAs where we are the lessor, the cost of revenue is primarily comprised of depreciation of the cost of leased solar energy systems, maintenance costs associated with those systems and amortization of any initial direct costs."}
-{"_id": "TSLA20230871", "title": "TSLA Research and Development Costs", "text": "Research and development costs are expensed as incurred."}
-{"_id": "TSLA20230873", "title": "TSLA Income Taxes", "text": "We are subject to income taxes in the U.S. and in many foreign jurisdictions. Income taxes are computed using the asset and liability method, under which deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized."}
-{"_id": "TSLA20230874", "title": "TSLA Income Taxes", "text": "We monitor the realizability of our deferred tax assets taking into account all relevant factors at each reporting period. Significant judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets that are not more likely than not to be realized. In completing our assessment of realizability of our deferred tax assets, we consider our history of income (loss) measured at pre-tax income (loss) adjusted for permanent book-tax differences on a jurisdictional basis, volatility in actual earnings, excess tax benefits related to stock-based compensation in recent prior years, and impacts of the timing of reversal of existing temporary differences. We also rely on our assessment of the Company\u2019s projected future results of business operations, including uncertainty in future operating results relative to historical results, volatility in the market price of our common stock and its performance over time, variable macroeconomic conditions impacting our ability to forecast future taxable income, and changes in business that may affect the existence and magnitude of future taxable income. Our valuation allowance assessment is based on our best estimate of future results considering all available information."}
-{"_id": "TSLA20230875", "title": "TSLA Income Taxes", "text": "We record liabilities related to uncertain tax positions when, despite our belief that our tax return positions are supportable, we believe that it is more likely than not that those positions may not be fully sustained upon review by tax authorities. Accrued interest and penalties related to unrecognized tax benefits are classified as income tax expense."}
-{"_id": "TSLA20230876", "title": "TSLA Income Taxes", "text": "The Tax Cuts and Jobs Act subjects a U.S. shareholder to tax on global intangible low-taxed income (\u201cGILTI\u201d) earned by certain foreign subsidiaries. Under GAAP, we can make an accounting policy election to either treat taxes due on the GILTI inclusion as a current period expense or factor such amounts into our measurement of deferred taxes. We elected the deferred method, under which we recorded the corresponding deferred tax assets and liabilities in our consolidated balance sheets."}
-{"_id": "TSLA20230878", "title": "TSLA Comprehensive Income", "text": "Comprehensive income is comprised of net income and other comprehensive income (loss). Other comprehensive income (loss) consists of foreign currency translation adjustments and unrealized net gains and losses on investments that have been excluded from the determination of net income."}
-{"_id": "TSLA20230880", "title": "TSLA Stock-Based Compensation", "text": "We use the fair value method of accounting for our stock options and RSUs granted to employees and for our ESPP to measure the cost of employee services received in exchange for the stock-based awards. The fair value of stock option awards with only service and/or performance conditions is estimated on the grant or offering date using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires inputs such as the risk-free interest rate, expected term and expected volatility. These inputs are subjective and generally require significant judgment. The fair value of RSUs is measured on the grant date based on the closing fair market value of our common stock. The resulting cost is recognized over the period during which an employee is required to provide service in exchange for the awards, usually the vesting period, which is generally four years for stock options and RSUs and six months for the ESPP. Stock-based compensation expense is recognized on a straight-line basis, net of actual forfeitures in the period."}
-{"_id": "TSLA20230882", "title": "TSLA Stock-Based Compensation", "text": "For performance-based awards, stock-based compensation expense is recognized over the expected performance achievement period of individual performance milestones when the achievement of each individual performance milestone becomes probable."}
-{"_id": "TSLA20230883", "title": "TSLA Stock-Based Compensation", "text": "As we accumulate additional employee stock-based awards data over time and as we incorporate market data related to our common stock, we may calculate significantly different volatilities and expected lives, which could materially impact the valuation of our stock-based awards and the stock-based compensation expense that we will recognize in future periods. Stock-based compensation expense is recorded in Cost of revenues, Research and development expense and Selling, general and administrative expense in the consolidated statements of operations."}
-{"_id": "TSLA20230885", "title": "TSLA Noncontrolling Interests and Redeemable Noncontrolling Interests", "text": "Noncontrolling interests and redeemable noncontrolling interests represent third-party interests in the net assets under certain funding arrangements, or funds, that we have entered into to finance the costs of solar energy systems and vehicles under operating leases. We have determined that the contractual provisions of the funds represent substantive profit-sharing arrangements. We have further determined that the methodology for calculating the noncontrolling interest and redeemable noncontrolling interest balances that reflects the substantive profit-sharing arrangements is a balance sheet approach using the hypothetical liquidation at book value (\u201cHLBV\u201d) method. We, therefore, determine the amount of the noncontrolling interests and redeemable noncontrolling interests in the net assets of the funds at each balance sheet date using the HLBV method, which is presented on the consolidated balance sheet as noncontrolling interests in subsidiaries and redeemable noncontrolling interests in subsidiaries. Under the HLBV method, the amounts reported as noncontrolling interests and redeemable noncontrolling interests in the consolidated balance sheet represent the amounts the third parties would hypothetically receive at each balance sheet date under the liquidation provisions of the funds, assuming the net assets of the funds were liquidated at their recorded amounts determined in accordance with GAAP and with tax laws effective at the balance sheet date and distributed to the third parties. The third parties\u2019 interests in the results of operations of the funds are determined as the difference in the noncontrolling interest and redeemable noncontrolling interest balances in the consolidated balance sheets between the start and end of each reporting period, after taking into account any capital transactions between the funds and the third parties. However, the redeemable noncontrolling interest balance is at least equal to the redemption amount. The redeemable noncontrolling interest balance is presented as temporary equity in the mezzanine section of the consolidated balance sheet since these third parties have the right to redeem their interests in the funds for cash or other assets. For certain funds, there have been significant fluctuations in net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests in subsidiaries due to changes in the liquidation provisions as time-based milestones have been reached."}
-{"_id": "TSLA20230886", "title": "TSLA Noncontrolling Interests and Redeemable Noncontrolling Interests", "text": "Net Income per Share of Common Stock Attributable to Common Stockholders"}
-{"_id": "TSLA20230887", "title": "TSLA Noncontrolling Interests and Redeemable Noncontrolling Interests", "text": "Basic net income per share of common stock attributable to common stockholders is calculated by dividing net income attributable to common stockholders by the weighted-average shares of common stock outstanding for the period. Potentially dilutive shares, which are based on the weighted-average shares of common stock underlying outstanding stock-based awards, warrants and convertible senior notes using the treasury stock method or the if-converted method, as applicable, are included when calculating diluted net income per share of common stock attributable to common stockholders when their effect is dilutive."}
-{"_id": "TSLA20230888", "title": "TSLA Noncontrolling Interests and Redeemable Noncontrolling Interests", "text": "Furthermore, in connection with the offerings of our convertible senior notes, we entered into convertible note hedges and warrants (see Note 11, Debt). However, our convertible note hedges are not included when calculating potentially dilutive shares since their effect is always anti-dilutive. The strike price on the warrants were below our average share price during the period and were included in the tables below. Warrants are included in the weighted-average shares used in computing basic net income per share of common stock in the period(s) they are settled."}
-{"_id": "TSLA20230897", "title": "TSLA Noncontrolling Interests and Redeemable Noncontrolling Interests", "text": "The following table presents the reconciliation of net income attributable to common stockholders to net income used in computing basic and diluted net income per share of common stock (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Net income attributable to common stockholders##$##14,997##$##12,556##$##5,519 Less: Buy-out of noncontrolling interest####(2)####(27)####(5) Net income used in computing basic net income per share of common stock####14,999####12,583####5,524 Less: Dilutive convertible debt####\u2014####(1)####(9) Net income used in computing diluted net income per share of common stock##$##14,999##$##12,584##$##5,533"}
-{"_id": "TSLA20230906", "title": "TSLA Noncontrolling Interests and Redeemable Noncontrolling Interests", "text": "The following table presents the reconciliation of basic to diluted weighted average shares used in computing net income per share of common stock attributable to common stockholders (in millions): ####Year Ended December 31,## ##2023##2022##2021 Weighted average shares used in computing net income per share of common stock, basic##3,174##3,130##2,959 Add:###### Stock-based awards##298##310##292 Convertible senior notes##2##3##29 Warrants##11##32##106 Weighted average shares used in computing net income per share of common stock, diluted##3,485##3,475##3,386"}
-{"_id": "TSLA20230910", "title": "TSLA Noncontrolling Interests and Redeemable Noncontrolling Interests", "text": "The following table presents the potentially dilutive shares that were excluded from the computation of diluted net income per share of common stock attributable to common stockholders, because their effect was anti-dilutive (in millions): ####Year Ended December 31,## ##2023##2022##2021 Stock-based awards##12##4##1"}
-{"_id": "TSLA20230912", "title": "TSLA Business Combinations", "text": "We account for business acquisitions under ASC 805, Business Combinations. The total purchase consideration for an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred. Identifiable assets (including intangible assets), liabilities assumed (including contingent liabilities) and noncontrolling interests in an acquisition are measured initially at their fair values at the acquisition date. We recognize goodwill if the fair value of the total purchase consideration and any noncontrolling interests is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. We recognize a bargain purchase gain within Other income (expense), net, in the consolidated statement of operations if the net fair value of the identifiable assets acquired and the liabilities assumed is in excess of the fair value of the total purchase consideration and any noncontrolling interests. We include the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date."}
-{"_id": "TSLA20230914", "title": "TSLA Cash and Cash Equivalents", "text": "All highly liquid investments with an original maturity of three months or less at the date of purchase are considered cash equivalents. Our cash equivalents are primarily comprised of U.S. government securities, money market funds and commercial paper."}
-{"_id": "TSLA20230917", "title": "TSLA Restricted Cash", "text": "We maintain certain cash balances restricted as to withdrawal or use. Our restricted cash is comprised primarily of cash held to service certain payments under various secured debt facilities. In addition, restricted cash includes cash held as collateral for sales to lease partners with a resale value guarantee, letters of credit, real estate leases and deposits held for our insurance services. We record restricted cash as other assets in the consolidated balance sheets and determine current or non-current classification based on the expected duration of the restriction."}
-{"_id": "TSLA20230923", "title": "TSLA Restricted Cash", "text": "Our total cash and cash equivalents and restricted cash, as presented in the consolidated statements of cash flows, was as follows (in millions): ####December 31, 2023####December 31, 2022####December 31, 2021 Cash and cash equivalents##$##16,398##$##16,253##$##17,576 Restricted cash included in prepaid expenses and other current assets####543####294####345 Restricted cash included in other non-current assets####248####377####223 Total as presented in the consolidated statements of cash flows##$##17,189##$##16,924##$##18,144"}
-{"_id": "TSLA20230925", "title": "TSLA Investments", "text": "Investments may be comprised of a combination of marketable securities, including U.S. government securities, corporate debt securities, commercial paper, time deposits, and certain certificates of deposit, which are all designated as available-for-sale and reported at estimated fair value, with unrealized gains and losses recorded in accumulated other comprehensive income which is included within stockholders\u2019 equity. Available-for-sale marketable securities with maturities greater than three months at the date of purchase are included in short-term investments in our consolidated balance sheets. Interest, dividends, amortization and accretion of purchase premiums and discounts on these investments are included within Interest income in our consolidated statements of operations."}
-{"_id": "TSLA20230926", "title": "TSLA Investments", "text": "The cost of available-for-sale investments sold is based on the specific identification method. Realized gains and losses on the sale of available-for-sale investments are recorded in Other income (expense), net."}
-{"_id": "TSLA20230927", "title": "TSLA Investments", "text": "We regularly review all of our investments for declines in fair value. The review includes but is not limited to (i) the consideration of the cause of the decline, (ii) any currently recorded expected credit losses and (iii) the creditworthiness of the respective security issuers. The amortized cost basis of our investments approximates its fair value."}
-{"_id": "TSLA20230929", "title": "TSLA Accounts Receivable and Allowance for Doubtful Accounts", "text": "Accounts receivable primarily include amounts related to receivables from financial institutions and leasing companies offering various financing products to our customers, sales of energy generation and storage products, sales of regulatory credits to other automotive manufacturers and government rebates already passed through to customers. We provide an allowance against accounts receivable for the amount we expect to be uncollectible. We write-off accounts receivable against the allowance when they are deemed uncollectible."}
-{"_id": "TSLA20230930", "title": "TSLA Accounts Receivable and Allowance for Doubtful Accounts", "text": "Depending on the day of the week on which the end of a fiscal quarter falls, our accounts receivable balance may fluctuate as we are waiting for certain customer payments to clear through our banking institutions and receipts of payments from our financing partners, which can take up to approximately two weeks based on the contractual payment terms with such partners. Our accounts receivable balances associated with our sales of regulatory credits are dependent on contractual payment terms. Additionally, government rebates can take up to a year or more to be collected depending on the customary processing timelines of the specific jurisdictions issuing them. These various factors may have a significant impact on our accounts receivable balance from period to period. As of December 31, 2023 and 2022, we had $207 million and $753 million, respectively, of long-term government rebates receivable in Other non-current assets in our consolidated balance sheets."}
-{"_id": "TSLA20230932", "title": "TSLA Financing Receivables", "text": "We provide financing options to our customers for our automotive and energy products. Financing receivables are carried at amortized cost, net of allowance for loan losses. Provisions for loan losses are charged to operations in amounts sufficient to maintain the allowance for loan losses at levels considered adequate to cover expected credit losses on the financing receivables. In determining expected credit losses, we consider our historical level of credit losses, current economic trends, and reasonable and supportable forecasts that affect the collectability of the future cash flows."}
-{"_id": "TSLA20230934", "title": "TSLA Financing Receivables", "text": "When originating consumer receivables, we review the credit application, the proposed contract terms, credit bureau information (e.g., FICO score) and other information. Our evaluation emphasizes the applicant\u2019s ability to pay and creditworthiness focusing on payment, affordability, and applicant credit history as key considerations. Generally, all customers in this portfolio have strong creditworthiness at loan origination."}
-{"_id": "TSLA20230935", "title": "TSLA Financing Receivables", "text": "After origination, we review the credit quality of retail financing based on customer payment activity and aging analysis. For all financing receivables, we define \u201cpast due\u201d as any payment, including principal and interest, which is at least 31 days past the contractual due date. As of December 31, 2023 and 2022, the vast majority of our financing receivables were at current status with only an immaterial balance being past due. As of December 31, 2023, the majority of our financing receivables, excluding MyPower notes receivable, were originated in 2023 and 2022, and as of December 31, 2022, the majority of our financing receivables, excluding MyPower notes receivable, were originated in 2022."}
-{"_id": "TSLA20230936", "title": "TSLA Financing Receivables", "text": "We have customer notes receivable under the legacy MyPower loan program, which provided residential customers with the option to finance the purchase of a solar energy system through a 30-year loan and were all originated prior to year 2018. The outstanding balances, net of any allowance for expected credit losses, are presented on the consolidated balance sheets as a component of Prepaid expenses and other current assets for the current portion and as Other non-current assets for the long-term portion. As of December 31, 2023 and 2022, the total outstanding balance of MyPower customer notes receivable, net of allowance for expected credit losses, was $266 million and $280 million, respectively, of which $5 million and $7 million were due in the next 12 months as of December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, the allowance for expected credit losses was $36 million and $37 million, respectively."}
-{"_id": "TSLA20230939", "title": "TSLA Credit Risk", "text": "Financial instruments that potentially subject us to a concentration of credit risk consist of cash, cash equivalents, investments, restricted cash, accounts receivable and other finance receivables. Our cash and investments balances are primarily on deposit at high credit quality financial institutions or invested in money market funds. These deposits are typically in excess of insured limits. As of December 31, 2023 and 2022, no entity represented 10% or more of our total receivables balance."}
-{"_id": "TSLA20230941", "title": "TSLA Supply Risk", "text": "We are dependent on our suppliers, including single source suppliers, and the inability of these suppliers to deliver necessary components of our products in a timely manner at prices, quality levels and volumes acceptable to us, or our inability to efficiently manage these components from these suppliers, could have a material adverse effect on our business, prospects, financial condition and operating results."}
-{"_id": "TSLA20230943", "title": "TSLA Inventory Valuation", "text": "Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost for vehicles and energy products, which approximates actual cost on a first-in, first-out basis. We record inventory write-downs for excess or obsolete inventories based upon assumptions about current and future demand forecasts. If our inventory on-hand is in excess of our future demand forecast, the excess amounts are written-off."}
-{"_id": "TSLA20230944", "title": "TSLA Inventory Valuation", "text": "We also review our inventory to determine whether its carrying value exceeds the net amount realizable upon the ultimate sale of the inventory. This requires us to determine the estimated selling price of our vehicles less the estimated cost to convert the inventory on-hand into a finished product. Once inventory is written-down, a new, lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis."}
-{"_id": "TSLA20230945", "title": "TSLA Inventory Valuation", "text": "Should our estimates of future selling prices or production costs change, additional and potentially material write-downs may be required. A small change in our estimates may result in a material charge to our reported financial results."}
-{"_id": "TSLA20230948", "title": "TSLA Operating Lease Vehicles", "text": "Vehicles that are leased as part of our direct vehicle leasing program are classified as operating lease vehicles at cost less accumulated depreciation. We generally depreciate their cost, less residual value, using the straight-line-method to cost of automotive leasing revenue over the contractual period. The gross cost of operating lease vehicles as of December 31, 2023 and 2022 was $7.36 billion and $6.08 billion, respectively. Operating lease vehicles on the consolidated balance sheets are presented net of accumulated depreciation of $1.38 billion and $1.04 billion as of December 31, 2023 and 2022, respectively."}
-{"_id": "TSLA20230950", "title": "TSLA Digital Assets, Net", "text": "We currently account for all digital assets held as indefinite-lived intangible assets in accordance with ASC 350, Intangibles\u2014Goodwill and Other. We have ownership of and control over our digital assets and we may use third-party custodial services to secure it. The digital assets are initially recorded at cost and are subsequently remeasured on the consolidated balance sheet at cost, net of any impairment losses incurred since acquisition."}
-{"_id": "TSLA20230951", "title": "TSLA Digital Assets, Net", "text": "We determine the fair value of our digital assets on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement (\u201cASC 820\u201d), based on quoted prices on the active exchange(s) that we have determined is the principal market for such assets (Level I inputs). We perform an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted prices on active exchanges, indicate that it is more likely than not that our digital assets are impaired. In determining if an impairment has occurred, we consider the lowest market price of one unit of digital asset quoted on the active exchange since acquiring the digital asset. When the then current carrying value of a digital asset exceeds the fair value determined each quarter, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the prices determined."}
-{"_id": "TSLA20230952", "title": "TSLA Digital Assets, Net", "text": "Impairment losses are recognized within Restructuring and other in the consolidated statements of operations in the period in which the impairment is identified. Gains are not recorded until realized upon sale(s), at which point they are presented net of any impairment losses for the same digital assets held within Restructuring and other. In determining the gain to be recognized upon sale, we calculate the difference between the sales price and carrying value of the digital assets sold immediately prior to sale."}
-{"_id": "TSLA20230953", "title": "TSLA Digital Assets, Net", "text": "See Note 3, Digital Assets, Net, for further information regarding digital assets."}
-{"_id": "TSLA20230955", "title": "TSLA Solar Energy Systems, Net", "text": "We are the lessor of solar energy systems. Solar energy systems are stated at cost less accumulated depreciation."}
-{"_id": "TSLA20230957", "title": "TSLA Solar Energy Systems, Net", "text": "Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the respective assets, as follows: Solar energy systems in service 30 to 35 years"}
-{"_id": "TSLA20230958", "title": "TSLA Solar Energy Systems, Net", "text": "Initial direct costs related to customer solar energy system lease acquisition costs Lease term (up to 25 years)"}
-{"_id": "TSLA20230959", "title": "TSLA Solar Energy Systems, Net", "text": "Solar energy systems pending interconnection will be depreciated as solar energy systems in service when they have been interconnected and placed in-service. Solar energy systems under construction represents systems that are under installation, which will be depreciated as solar energy systems in service when they are completed, interconnected and placed in service. Initial direct costs related to customer solar energy system agreement acquisition costs are capitalized and amortized over the term of the related customer agreements."}
-{"_id": "TSLA20230965", "title": "TSLA Property, Plant and Equipment, Net", "text": "Property, plant and equipment, net, including leasehold improvements, are recognized at cost less accumulated depreciation. Depreciation is generally computed using the straight-line method over the estimated useful lives of the respective assets, as follows: Machinery, equipment, vehicles and office furniture##3 to 15 years Tooling##4 to 7 years Building and building improvements##15 to 30 years Computer equipment and software##3 to 10 years"}
-{"_id": "TSLA20230966", "title": "TSLA Property, Plant and Equipment, Net", "text": "Leasehold improvements are depreciated on a straight-line basis over the shorter of their estimated useful lives or the terms of the related leases."}
-{"_id": "TSLA20230968", "title": "TSLA Property, Plant and Equipment, Net", "text": "Upon the retirement or sale of our property, plant and equipment, the cost and associated accumulated depreciation are removed from the consolidated balance sheet, and the resulting gain or loss is reflected on the consolidated statement of operations. Maintenance and repair expenditures are expensed as incurred while major improvements that increase the functionality, output or expected life of an asset are capitalized and depreciated ratably over the identified useful life."}
-{"_id": "TSLA20230969", "title": "TSLA Property, Plant and Equipment, Net", "text": "Interest expense on outstanding debt is capitalized during the period of significant capital asset construction. Capitalized interest on construction in progress is included within Property, plant and equipment, net and is amortized over the life of the related assets."}
-{"_id": "TSLA20230971", "title": "TSLA Long-Lived Assets Including Acquired Intangible Assets", "text": "We review our property, plant and equipment, solar energy systems, long-term prepayments and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. We measure recoverability by comparing the carrying amount to the future undiscounted cash flows that the asset is expected to generate. If the asset is not recoverable, its carrying amount would be adjusted down to its fair value. For the years ended December 31, 2023, 2022 and 2021, we have recognized no material impairments of our long-lived assets."}
-{"_id": "TSLA20230972", "title": "TSLA Long-Lived Assets Including Acquired Intangible Assets", "text": "Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives, which range from seven to thirty years."}
-{"_id": "TSLA20230974", "title": "TSLA Goodwill", "text": "We assess goodwill for impairment annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that it might be impaired, by comparing its carrying value to the reporting unit\u2019s fair value. For the years ended December 31, 2023, 2022, and 2021, we did not recognize any impairment of goodwill."}
-{"_id": "TSLA20230976", "title": "TSLA Capitalization of Software Costs", "text": "We capitalize costs incurred in the development of internal use software, during the application development stage to Property, plant and equipment, net on the consolidated balance sheets. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Such costs are amortized on a straight-line basis over their estimated useful life of three to five years."}
-{"_id": "TSLA20230977", "title": "TSLA Capitalization of Software Costs", "text": "Software development costs incurred in development of software to be sold, leased, or otherwise marketed, incurred subsequent to the establishment of technological feasibility and prior to the general availability of the software are capitalized when they are expected to become significant. Such costs are amortized over the estimated useful life of the applicable software once it is made generally available to our customers."}
-{"_id": "TSLA20230978", "title": "TSLA Capitalization of Software Costs", "text": "We evaluate the useful lives of these assets on an annual basis, and we test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. For the years ended December 31, 2023, 2022, and 2021, we have recognized no impairments of capitalized software costs."}
-{"_id": "TSLA20230980", "title": "TSLA Foreign Currency", "text": "We determine the functional and reporting currency of each of our international subsidiaries and their operating divisions based on the primary currency in which they operate. In cases where the functional currency is not the U.S. dollar, we recognize a cumulative translation adjustment created by the different rates we apply to current period income or loss and the balance sheet. For each subsidiary, we apply the monthly average functional exchange rate to its monthly income or loss and the month-end functional currency rate to translate the balance sheet."}
-{"_id": "TSLA20230982", "title": "TSLA Foreign Currency", "text": "Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency of the respective subsidiary. Transaction gains and losses are recognized in Other income (expense), net, in the consolidated statements of operations. For the years ended December 31, 2023, 2022 and 2021, we recorded a net foreign currency transaction gain of $122 million, loss of $89 million and gain of $97 million, respectively."}
-{"_id": "TSLA20230991", "title": "TSLA Warranties", "text": "We provide a manufacturer\u2019s warranty on all new and used vehicles and a warranty on the installation and components of the energy generation and storage systems we sell for periods typically between 10 to 25 years. We accrue a warranty reserve for the products sold by us, which includes our best estimate of the projected costs to repair or replace items under warranties and recalls if identified. These estimates are based on actual claims incurred to date and an estimate of the nature, frequency and costs of future claims. These estimates are inherently uncertain and changes to our historical or projected warranty experience may cause material changes to the warranty reserve in the future. The warranty reserve does not include projected warranty costs associated with our vehicles subject to operating lease accounting and our solar energy systems under lease contracts or PPAs, as the costs to repair these warranty claims are expensed as incurred. The portion of the warranty reserve expected to be incurred within the next 12 months is included within Accrued liabilities and other, while the remaining balance is included within Other long-term liabilities on the consolidated balance sheets. For liabilities that we are entitled to receive indemnification from our suppliers, we record receivables for the contractually obligated amounts on the consolidated balance sheets as a component of Prepaid expenses and other current assets for the current portion and as Other non-current assets for the long-term portion. Warranty expense is recorded as a component of Cost of revenues in the consolidated statements of operations. Due to the magnitude of our automotive business, our accrued warranty balance is primarily related to our automotive segment. Accrued warranty activity consisted of the following (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Accrued warranty\u2014beginning of period##$##3,505##$##2,101##$##1,468 Warranty costs incurred####(1,225)####(803)####(525) Net changes in liability for pre-existing warranties, including expirations and foreign exchange impact####539####522####102 Provision for warranty####2,333####1,685####1,056 Accrued warranty\u2014end of period##$##5,152##$##3,505##$##2,101"}
-{"_id": "TSLA20230993", "title": "TSLA Customer Deposits", "text": "Customer deposits primarily consist of refundable cash payments from customers at the time they place an order or reservation for a vehicle or an energy product and any additional payments up to the point of delivery or the completion of installation. Customer deposits also include prepayments on contracts that can be cancelled without significant penalties, such as vehicle maintenance plans. Customer deposits are included in Accrued liabilities and other on the consolidated balance sheets until refunded, forfeited or applied towards the customer\u2019s purchase balance."}
-{"_id": "TSLA20230995", "title": "TSLA Government Assistance Programs and Incentives", "text": "Globally, the operation of our business is impacted by various government programs, incentives, and other arrangements. Government incentives are recorded in our consolidated financial statements in accordance with their purpose as a reduction of expense, or an offset to the related capital asset. The benefit is generally recorded when all conditions attached to the incentive have been met or are expected to be met and there is reasonable assurance of their receipt."}
-{"_id": "TSLA20230998", "title": "TSLA The IRA Incentives", "text": "On August 16, 2022, the IRA was enacted into law and is effective for taxable years beginning after December 31, 2022. The IRA includes multiple incentives to promote clean energy, electric vehicles, battery and energy storage manufacture or purchase, in addition to a new corporate alternative minimum tax of 15% on adjusted financial statement income of corporations with profits greater than $1 billion. Some of these measures are expected to materially affect our consolidated financial statements. For the year ended December 31, 2023, the impact from our IRA incentive was primarily a reduction of our material costs in our consolidated statement of operations. We will continue to evaluate the effects of the IRA as more guidance is issued and the relevant implications to our consolidated financial statements."}
-{"_id": "TSLA20231000", "title": "TSLA Gigafactory New York\u2014New York State Investment and Lease", "text": "We have a lease through the Research Foundation for the SUNY Foundation with respect to Gigafactory New York. Under the lease and a related research and development agreement, we are continuing to designate further buildouts at the facility. We are required to comply with certain covenants, including hiring and cumulative investment targets. Under the terms of the arrangement, the SUNY Foundation paid for a majority of the construction costs related to the manufacturing facility and the acquisition and commissioning of certain manufacturing equipment; and we are responsible for any construction or equipment costs in excess of such amount (refer to Note 15, Commitments and Contingencies). This incentive reduces the related lease costs of the facility within the Energy generation and storage cost of revenues and operating expense line items in our consolidated statements of operations."}
-{"_id": "TSLA20231002", "title": "TSLA Gigafactory Shanghai\u2014Land Use Rights and Economic Benefits", "text": "We have an agreement with the local government of Shanghai for land use rights at Gigafactory Shanghai. Under the terms of the arrangement, we are required to meet a cumulative capital expenditure target and an annual tax revenue target starting at the end of 2023. In addition, the Shanghai government has granted to our Gigafactory Shanghai subsidiary certain incentives to be used in connection with eligible capital investments at Gigafactory Shanghai (refer to Note 15, Commitments and Contingencies). For the year ended December 31, 2022, we received grant funding of $76 million. These incentives offset the related costs of our facilities and are recorded as a reduction of the cost of the capital investment within the Property, plant and equipment, net line item in our consolidated balance sheets. The incentive therefore reduces the depreciation expense over the useful lives of the related equipment."}
-{"_id": "TSLA20231004", "title": "TSLA Nevada Tax Incentives", "text": "In connection with the construction of Gigafactory Nevada, we entered into agreements with the State of Nevada and Storey County in Nevada that provide abatements for specified taxes, discounts to the base tariff energy rates and transferable tax credits of up to $195 million in consideration of capital investment and hiring targets that were met at Gigafactory Nevada."}
-{"_id": "TSLA20231006", "title": "TSLA Gigafactory Texas Tax Incentives", "text": "In connection with the construction of Gigafactory Texas, we entered into a 20-year agreement with Travis County in Texas pursuant to which we would receive grant funding equal to 70-80% of property taxes paid by us to Travis County and a separate 10-year agreement with the Del Valle Independent School District in Texas pursuant to which a portion of the taxable value of our property would be capped at a specified amount, in each case subject to our meeting certain minimum economic development metrics through our construction and operations at Gigafactory Texas. This incentive is recorded as a reduction of the related expenses within the Cost of automotive revenues and operating expense line items of our consolidated statements of operations. As of December 31, 2023, the grant funding related to property taxes paid were immaterial."}
-{"_id": "TSLA20231009", "title": "TSLA Defined Contribution Plan", "text": "We have a 401(k) savings plan in the U.S. that is intended to qualify as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code and a number of savings plans internationally. Under the 401(k) savings plan, participating employees may elect to contribute up to 90% of their eligible compensation, subject to certain limitations. Beginning in January 2022, we began to match 50% of each employee\u2019s contributions up to a maximum of 6% (capped at $3,000) of the employee\u2019s eligible compensation, vested upon one year of service. During the years ended December 31, 2023 and 2022, we recognized $99 million and $91 million, respectively, of expenses related to employer contributions for the 401(k) savings plan."}
-{"_id": "TSLA20231012", "title": "TSLA Recently issued accounting pronouncements not yet adopted", "text": "In November 2023, the Financial Accounting Standards Board (\u201cFASB\u201d) issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (\u201cCODM\u201d) and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment\u2019s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. This ASU will likely result in us including the additional required disclosures when adopted. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024."}
-{"_id": "TSLA20231013", "title": "TSLA Recently issued accounting pronouncements not yet adopted", "text": "In December 2023, the FASB issued ASU No. 2023-08, Accounting for and Disclosure of Crypto Assets (Subtopic 350-60). This ASU requires certain crypto assets to be measured at fair value separately in the balance sheet and income statement each reporting period. This ASU also enhances the other intangible asset disclosure requirements by requiring the name, cost basis, fair value, and number of units for each significant crypto holding. The ASU is effective for annual periods beginning after December 15, 2024, including interim periods within those fiscal years. Adoption of the ASU requires a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period in which an entity adopts the amendments. Early adoption is also permitted, including adoption in an interim period. However, if the ASU is early adopted in an interim period, an entity must adopt the ASU as of the beginning of the fiscal year that includes the interim period. This ASU will result in gains and losses recorded in the consolidated financial statements of operations and additional disclosures when adopted. We are currently evaluating the adoption of this ASU and it will affect the carrying value of our crypto assets held and the gains and losses relating thereto, once adopted."}
-{"_id": "TSLA20231014", "title": "TSLA Recently issued accounting pronouncements not yet adopted", "text": "In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity\u2019s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will result in the required additional disclosures being included in our consolidated financial statements, once adopted."}
-{"_id": "TSLA20231016", "title": "TSLA Recently adopted accounting pronouncements", "text": "In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. We adopted this ASU prospectively on January 1, 2023. This ASU has not and is currently not expected to have a material impact on our consolidated financial statements."}
-{"_id": "TSLA20231018", "title": "TSLA Recently adopted accounting pronouncements", "text": "In March 2022, the FASB issued ASU 2022-02, Troubled Debt Restructurings and Vintage Disclosures. This ASU eliminates the accounting guidance for troubled debt restructurings by creditors that have adopted ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which we adopted on January 1, 2020. This ASU also enhances the disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. In addition, the ASU amends the guidance on vintage disclosures to require entities to disclose current period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of ASC 326-20. The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. We adopted the ASU prospectively on January 1, 2023. This ASU has not and is currently not expected to have a material impact on our consolidated financial statements."}
-{"_id": "TSLA20231020", "title": "TSLA ASU 2020-06", "text": "In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity\u2019s Own Equity. The ASU simplifies the accounting for convertible instruments by removing certain separation models in ASC 470-20, Debt\u2014Debt with Conversion and Other Options, for convertible instruments. The ASU updates the guidance on certain embedded conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, such that those features are no longer required to be separated from the host contract. The convertible debt instruments will be accounted for as a single liability measured at amortized cost. This will also result in the interest expense recognized for convertible debt instruments to be typically closer to the coupon interest rate when applying the guidance in Topic 835, Interest. Further, the ASU made amendments to the EPS guidance in Topic 260 for convertible debt instruments, the most significant impact of which is requiring the use of the if-converted method for diluted EPS calculation, and no longer allowing the net share settlement method. The ASU also made revisions to Topic 815-40, which provides guidance on how an entity must determine whether a contract qualifies for a scope exception from derivative accounting. The amendments to Topic 815-40 change the scope of contracts that are recognized as assets or liabilities."}
-{"_id": "TSLA20231021", "title": "TSLA ASU 2020-06", "text": "On January 1, 2021, we adopted the ASU using the modified retrospective method. We recognized a favorable $211 million cumulative effect of initially applying the ASU as an adjustment to the January 1, 2021 opening balance of accumulated deficit. Due to the recombination of the equity conversion component of our convertible debt remaining outstanding, additional paid in capital was reduced by $474 million and convertible senior notes (mezzanine equity) was reduced by $51 million. The removal of the remaining debt discounts recorded for this previous separation had the effect of increasing our net debt balance by $269 million and we reduced property, plant and equipment by $45 million related to previously capitalized interest. The prior period consolidated financial statements have not been retrospectively adjusted and continue to be reported under the accounting standards in effect for those periods."}
-{"_id": "TSLA20231023", "title": "TSLA Note 3 \u2013 Digital Assets, Net", "text": "During the years ended December 31, 2023 and 2022, we purchased and/or received immaterial amounts of digital assets. During the year ended December 31, 2023, we recorded an immaterial amount of impairment losses on digital assets. During the year ended December 31, 2022, we recorded $204 million of impairment losses on digital assets and realized gains of $64 million in connection with converting our holdings of digital assets into fiat currency. The gains are presented net of impairment losses in Restructuring and other in the consolidated statements of operations. As of December 31, 2023 and 2022, the carrying value of our digital assets held reflects cumulative impairment of $204 million."}
-{"_id": "TSLA20231025", "title": "TSLA Note 4 \u2013 Goodwill and Intangible Assets", "text": "Goodwill increased $59 million within the automotive segment from $194 million as of December 31, 2022 to $253 million as of December 31, 2023 primarily from a business combination, net of the impact of a divestiture. There were no accumulated impairment losses as of December 31, 2023 and 2022."}
-{"_id": "TSLA20231026", "title": "TSLA Note 4 \u2013 Goodwill and Intangible Assets", "text": "The net carrying value of our intangible assets decreased from $215 million as of December 31, 2022 to $178 million as of December 31, 2023 mainly from amortization."}
-{"_id": "TSLA20231037", "title": "TSLA Note 5 \u2013 Fair Value of Financial Instruments", "text": "ASC 820, Fair Value Measurements (\u201cASC 820\u201d) states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The three-tiered fair value hierarchy, which prioritizes which inputs should be used in measuring fair value, is comprised of: (Level I) observable inputs such as quoted prices in active markets; (Level II) inputs other than quoted prices in active markets that are observable either directly or indirectly and (Level III) unobservable inputs for which there is little or no market data. The fair value hierarchy requires the use of observable market data when available in determining fair value. Our assets and liabilities that were measured at fair value on a recurring basis were as follows (in millions): ##########December 31, 2023##################December 31, 2022######## ####Fair Value####Level I######Level II####Level III####Fair Value####Level I######Level II####Level III Money market funds##$##109##$##109####$##\u2014##$##\u2014##$##2,188##$##2,188####$##\u2014##$##\u2014 U.S. government securities####5,136####\u2014######5,136####\u2014####894####\u2014######894####\u2014 Corporate debt securities####480####\u2014######480####\u2014####885####\u2014######885####\u2014 Certificates of deposit and time deposits####6,996####\u2014######6,996####\u2014####4,253####\u2014######4,253####\u2014 Commercial paper####470####\u2014######470####\u2014####\u2014####\u2014######\u2014####\u2014 Total##$##13,191##$##109####$##13,082##$##\u2014##$##8,220##$##2,188####$##6,032##$##\u2014"}
-{"_id": "TSLA20231038", "title": "TSLA Note 5 \u2013 Fair Value of Financial Instruments", "text": "All of our money market funds were classified within Level I of the fair value hierarchy because they were valued using quoted prices in active markets. Our U.S. government securities, certificates of deposit, commercial paper, time deposits and corporate debt securities are classified within Level II of the fair value hierarchy and the market approach was used to determine fair value of these investments."}
-{"_id": "TSLA20231056", "title": "TSLA Note 5 \u2013 Fair Value of Financial Instruments", "text": "Our cash, cash equivalents and investments classified by security type as of December 31, 2023 and 2022 consisted of the following (in millions): ##############December 31, 2023############ ####Adjusted Cost####Gross Unrealized Gains####Gross Unrealized Losses######Fair Value####Cash and Cash Equivalents####Short-Term Investments Cash##$##15,903##$##\u2014##$##\u2014####$##15,903##$##15,903##$##\u2014 Money market funds####109####\u2014####\u2014######109####109####\u2014 U.S. government securities####5,136####1####(1)######5,136####277####4,859 Corporate debt securities####485####1####(6)######480####\u2014####480 Certificates of deposit and time deposits####6,995####1####\u2014######6,996####\u2014####6,996 Commercial paper####470####\u2014####\u2014######470####109####361 Total cash, cash equivalents and short-term investments##$##29,098##$##3##$##(7)####$##29,094##$##16,398##$##12,696 ##############December 31, 2022############ ####Adjusted Cost####Gross Unrealized Gains####Gross Unrealized Losses######Fair Value####Cash and Cash Equivalents####Short-Term Investments Cash##$##13,965##$##\u2014##$##\u2014####$##13,965##$##13,965##$##\u2014 Money market funds####2,188####\u2014####\u2014######2,188####2,188####\u2014 U.S. government securities####897####\u2014####(3)######894####\u2014####894 Corporate debt securities####907####\u2014####(22)######885####\u2014####885 Certificates of deposit and time deposits####4,252####1####\u2014######4,253####100####4,153 Total cash, cash equivalents and short-term investments##$##22,209##$##1##$##(25)####$##22,185##$##16,253##$##5,932"}
-{"_id": "TSLA20231058", "title": "TSLA Note 5 \u2013 Fair Value of Financial Instruments", "text": "We record gross realized gains, losses and credit losses as a component of Other income (expense), net in the consolidated statements of operations. For the years ended December 31, 2023 and 2022, we did not recognize any material gross realized gains, losses or credit losses. The ending allowance balances for credit losses were immaterial as of December 31, 2023 and 2022. We have determined that the gross unrealized losses on our investments as of December 31, 2023 and 2022 were temporary in nature."}
-{"_id": "TSLA20231063", "title": "TSLA Note 5 \u2013 Fair Value of Financial Instruments", "text": "The following table summarizes the fair value of our investments by stated contractual maturities as of December 31, 2023 (in millions): Due in 1 year or less##$##12,374 Due in 1 year through 5 years####297 Due in 5 years through 10 years####25 Total##$##12,696"}
-{"_id": "TSLA20231065", "title": "TSLA Disclosure of Fair Values", "text": "Our financial instruments that are not re-measured at fair value include accounts receivable, financing receivables, other receivables, digital assets, accounts payable, accrued liabilities, customer deposits and debt. The carrying values of these financial instruments materially approximate their fair values, other than our 2.00% Convertible Senior Notes due in 2024 (\u201c2024 Notes\u201d) and digital assets."}
-{"_id": "TSLA20231070", "title": "TSLA Disclosure of Fair Values", "text": "We estimate the fair value of the 2024 Notes using commonly accepted valuation methodologies and market-based risk measurements that are indirectly observable, such as credit risk (Level II). In addition, we estimate the fair values of our digital assets based on quoted prices in active markets (Level I). The following table presents the estimated fair values and the carrying values (in millions): ######December 31, 2023##########December 31, 2022#### ####Carrying Value######Fair Value####Carrying Value######Fair Value 2024 Notes##$##37####$##443##$##37####$##223 Digital assets, net##$##184####$##487##$##184####$##191"}
-{"_id": "TSLA20231078", "title": "TSLA Note 6 \u2013 Inventory", "text": "Our inventory consisted of the following (in millions): ####December 31, 2023####December 31, 2022 Raw materials##$##5,390##$##6,137 Work in process####2,016####2,385 Finished goods (1)####5,049####3,475 Service parts####1,171####842 Total##$##13,626##$##12,839"}
-{"_id": "TSLA20231079", "title": "TSLA Note 6 \u2013 Inventory", "text": "(1)Finished goods inventory includes products in transit to fulfill customer orders, new vehicles available for sale, used vehicles and energy products available for sale."}
-{"_id": "TSLA20231081", "title": "TSLA Note 6 \u2013 Inventory", "text": "We write-down inventory for any excess or obsolete inventories or when we believe that the net realizable value of inventories is less than the carrying value. During the years ended December 31, 2023, 2022 and 2021 we recorded write-downs of $233 million, $144 million and $106 million, respectively, in Cost of revenues in the consolidated statements of operations."}
-{"_id": "TSLA20231092", "title": "TSLA Note 7 \u2013 Solar Energy Systems, Net", "text": "Our solar energy systems, net, consisted of the following (in millions): ####December 31, 2023####December 31, 2022 Solar energy systems in service##$##6,755##$##6,785 Initial direct costs related to customer solar energy system lease acquisition costs####104####104 ####6,859####6,889 Less: accumulated depreciation and amortization (1)####(1,643)####(1,418) ####5,216####5,471 Solar energy systems under construction####1####2 Solar energy systems pending interconnection####12####16 Solar energy systems, net (2)##$##5,229##$##5,489"}
-{"_id": "TSLA20231093", "title": "TSLA Note 7 \u2013 Solar Energy Systems, Net", "text": "(1)Depreciation and amortization expense during the years ended December 31, 2023, 2022 and 2021 was $235 million, $235 million and $236 million, respectively."}
-{"_id": "TSLA20231094", "title": "TSLA Note 7 \u2013 Solar Energy Systems, Net", "text": "(2)As of December 31, 2023 and 2022, there were $740 million and $802 million, respectively, of gross solar energy systems under lease pass-through fund arrangements with accumulated depreciation of $157 million and $148 million, respectively."}
-{"_id": "TSLA20231106", "title": "TSLA Note 8 \u2013 Property, Plant and Equipment, Net", "text": "Our property, plant and equipment, net, consisted of the following (in millions): ####December 31, 2023####December 31, 2022 Machinery, equipment, vehicles and office furniture##$##16,372##$##13,558 Tooling####3,147####2,579 Leasehold improvements####3,168####2,366 Land and buildings####9,505####7,751 Computer equipment, hardware and software####3,799####2,072 Construction in progress####5,791####4,263 ####41,782####32,589 Less: Accumulated depreciation####(12,057)####(9,041) Total##$##29,725##$##23,548"}
-{"_id": "TSLA20231107", "title": "TSLA Note 8 \u2013 Property, Plant and Equipment, Net", "text": "Construction in progress is primarily comprised of ongoing construction and expansion of our facilities, and equipment and tooling related to the manufacturing of our products. Completed assets are transferred to their respective asset classes and depreciation begins when an asset is ready for its intended use."}
-{"_id": "TSLA20231108", "title": "TSLA Note 8 \u2013 Property, Plant and Equipment, Net", "text": "Depreciation expense during the years ended December 31, 2023, 2022 and 2021 was $3.33 billion, $2.42 billion and $1.91 billion, respectively."}
-{"_id": "TSLA20231110", "title": "TSLA Note 8 \u2013 Property, Plant and Equipment, Net", "text": "Panasonic has partnered with us on Gigafactory Nevada with investments in the production equipment that it uses to manufacture and supply us with battery cells. Under our arrangement with Panasonic, we plan to purchase the full output from their production equipment at negotiated prices. As the terms of the arrangement convey a finance lease under ASC 842, we account for their production equipment as leased assets when production commences. We account for each lease and any non-lease components associated with that lease as a single lease component for all asset classes, except production equipment classes embedded in supply agreements. This results in us recording the cost of their production equipment within Property, plant and equipment, net, on the consolidated balance sheets with a corresponding liability recorded to debt and finance leases. Depreciation on Panasonic production equipment is computed using the units-of-production method whereby capitalized costs are amortized over the total estimated productive life of the respective assets. As of December 31, 2023 and 2022, we had cumulatively capitalized gross costs of $2.02 billion and $2.01 billion, respectively, on the consolidated balance sheets in relation to the production equipment under our Panasonic arrangement."}
-{"_id": "TSLA20231122", "title": "TSLA Note 9 \u2013 Accrued Liabilities and Other", "text": "Our accrued liabilities and other current liabilities consisted of the following (in millions): ####December 31, 2023####December 31, 2022 Accrued purchases (1)##$##2,721##$##2,747 Accrued warranty reserve, current portion####1,546####1,025 Payroll and related costs####1,325####1,026 Taxes payable (2)####1,204####1,235 Customer deposits####876####1,063 Operating lease liabilities, current portion####672####485 Sales return reserve, current portion####219####270 Other current liabilities####517####354 Total##$##9,080##$##8,205"}
-{"_id": "TSLA20231123", "title": "TSLA Note 9 \u2013 Accrued Liabilities and Other", "text": "(1)Accrued purchases primarily reflects receipts of goods and services for which we had not yet been invoiced. As we are invoiced for these goods and services, this balance will reduce and accounts payable will increase."}
-{"_id": "TSLA20231124", "title": "TSLA Note 9 \u2013 Accrued Liabilities and Other", "text": "(2)Taxes payable includes value added tax, income tax, sales tax, property tax and use tax payables."}
-{"_id": "TSLA20231131", "title": "TSLA Note 10 \u2013 Other Long-Term Liabilities", "text": "Our other long-term liabilities consisted of the following (in millions): ####December 31, 2023####December 31, 2022 Operating lease liabilities##$##3,671##$##2,164 Accrued warranty reserve####3,606####2,480 Other non-current liabilities####876####686 Total other long-term liabilities##$##8,153##$##5,330"}
-{"_id": "TSLA20231150", "title": "TSLA Note 11 \u2013 Debt", "text": "The following is a summary of our debt and finance leases as of December 31, 2023 (in millions): ######Net Carrying Value########Unpaid Principal Balance####Unused Committed Amount (1)##Contractual Interest Rates## ####Current######Long-Term############ Recourse debt:###################### 2024 Notes##$##37####$##\u2014##$##37##$##\u2014##2.00##% RCF Credit Agreement####\u2014######\u2014####\u2014####5,000##Not applicable## Solar Bonds####\u2014######7####7####\u2014##4.70-5.75%## Other####\u2014######\u2014####\u2014####28##Not applicable## Total recourse debt####37######7####44####5,028#### Non-recourse debt:###################### Automotive Asset-backed Notes####1,906######2,337####4,259####\u2014##0.60-6.57%## Solar Asset-backed Notes####4######8####13####\u2014##4.80##% Cash Equity Debt####28######330####367####\u2014##5.25-5.81%## Total non-recourse debt####1,938######2,675####4,639####\u2014#### Total debt####1,975######2,682##$##4,683##$##5,028#### Finance leases####398######175############ Total debt and finance leases##$##2,373####$##2,857############"}
-{"_id": "TSLA20231167", "title": "TSLA Note 11 \u2013 Debt", "text": "The following is a summary of our debt and finance leases as of December 31, 2022 (in millions): ######Net Carrying Value########Unpaid Principal Balance####Unused Committed Amount (2)##Contractual Interest Rates## ####Current######Long-Term############ Recourse debt:###################### 2024 Notes##$##\u2014####$##37##$##37##$##\u2014##2.00##% Credit Agreement####\u2014######\u2014####\u2014####2,266##Not applicable## Solar Bonds####\u2014######7####7####\u2014##4.70-5.75%## Total recourse debt####\u2014######44####44####2,266#### Non-recourse debt:###################### Automotive Asset-backed Notes####984######613####1,603####\u2014##0.36-4.64%## Solar Asset-backed Notes####4######13####17####\u2014##4.80##% Cash Equity Debt####28######359####397####\u2014##5.25-5.81%## Automotive Lease-backed Credit Facilities####\u2014######\u2014####\u2014####151##Not applicable## Total non-recourse debt####1,016######985####2,017####151#### Total debt####1,016######1,029##$##2,061##$##2,417#### Finance leases####486######568############ Total debt and finance leases##$##1,502####$##1,597############"}
-{"_id": "TSLA20231168", "title": "TSLA Note 11 \u2013 Debt", "text": "(1)There are no restrictions on draw-down or use for general corporate purposes with respect to any available committed funds under our RCF Credit Agreement, except certain specified conditions prior to draw-down. Refer to the section below for the terms of the facility."}
-{"_id": "TSLA20231169", "title": "TSLA Note 11 \u2013 Debt", "text": "(2)There were no restrictions on draw-down or use for general corporate purposes with respect to any available committed funds under our credit facilities, except certain specified conditions prior to draw-down, including pledging to our lenders sufficient amounts of qualified receivables, inventories, leased vehicles and our interests in those leases or various other assets as described below."}
-{"_id": "TSLA20231170", "title": "TSLA Note 11 \u2013 Debt", "text": "Recourse debt refers to debt that is recourse to our general assets. Non-recourse debt refers to debt that is recourse to only assets of our subsidiaries. The differences between the unpaid principal balances and the net carrying values are due to debt discounts or deferred issuance costs. As of December 31, 2023, we were in material compliance with all financial debt covenants."}
-{"_id": "TSLA20231172", "title": "TSLA 2024 Notes", "text": "The closing price of our common stock continued to exceed 130% of the applicable conversion price of our 2024 Notes on at least 20 of the last 30 consecutive trading days of each quarter in 2023, causing the 2024 Notes to be convertible by their holders in the subsequent quarter. As of December 31, 2023, the if-converted value of the notes exceeds the outstanding principal amount by $406 million. Upon conversion, the 2024 Notes will be settled in cash, shares of our common stock or a combination thereof, at our election."}
-{"_id": "TSLA20231174", "title": "TSLA Credit Agreement", "text": "In June 2015, we entered into a senior asset-based revolving credit agreement (as amended from time to time, the \u201cCredit Agreement\u201d) with a syndicate of banks. Borrowed funds bear interest, at our option, at an annual rate of (a) 1% plus LIBOR or (b) the highest of (i) the federal funds rate plus 0.50%, (ii) the lenders\u2019 \u201cprime rate\u201d or (iii) 1% plus LIBOR. The fee for undrawn amounts is 0.25% per annum. The Credit Agreement is secured by certain of our accounts receivable, inventory and equipment. Availability under the Credit Agreement is based on the value of such assets, as reduced by certain reserves."}
-{"_id": "TSLA20231176", "title": "TSLA Credit Agreement", "text": "In January 2023, we entered into a 5-year senior unsecured revolving credit facility (the \u201cRCF Credit Agreement\u201d) with a syndicate of banks to replace the existing Credit Agreement, which was terminated. The RCF Credit Agreement contains two optional one-year extensions and has a total commitment of up to $5.00 billion, which could be increased up to $7.00 billion under certain circumstances. The underlying borrowings may be used for general corporate purposes. Borrowed funds accrue interest at a variable rate equal to: (i) for dollar-denominated loans, at our election, (a) Term SOFR (the forward-looking secured overnight financing rate) plus 0.10%, or (b) an alternate base rate; (ii) for loans denominated in pounds sterling, SONIA (the sterling overnight index average reference rate); or (iii) for loans denominated in euros, an adjusted EURIBOR (euro interbank offered rate); in each case, plus an applicable margin. The applicable margin will be based on the rating assigned to our senior, unsecured long-term indebtedness (the \u201cCredit Rating\u201d) from time to time. The fee for undrawn amounts is variable based on the Credit Rating and is currently 0.125% per annum."}
-{"_id": "TSLA20231178", "title": "TSLA Automotive Asset-backed Notes", "text": "From time to time, we transfer receivables and/or beneficial interests related to certain vehicles (either leased or financed) into special purpose entities (\u201cSPEs\u201d) and issue Automotive Asset-backed Notes, backed by these automotive assets to investors. The SPEs are consolidated in the financial statements. The cash flows generated by these automotive assets are used to service the principal and interest payments on the Automotive Asset-backed Notes and satisfy the SPEs\u2019 expenses, and any remaining cash is distributed to the owners of the SPEs. We recognize revenue earned from the associated customer lease or financing contracts in accordance with our revenue recognition policy. The SPEs\u2019 assets and cash flows are not available to our other creditors, and the creditors of the SPEs, including the Automotive Asset-backed Note holders, have no recourse to our other assets."}
-{"_id": "TSLA20231179", "title": "TSLA Automotive Asset-backed Notes", "text": "In 2023, we transferred beneficial interests related to certain leased vehicles and financing receivables into SPEs and issued $3.93 billion in aggregate principal amount of Automotive Asset-backed Notes, with terms similar to our other previously issued Automotive Asset-backed Notes. The proceeds from the issuance, net of debt issuance costs, were $3.92 billion."}
-{"_id": "TSLA20231181", "title": "TSLA Cash Equity Debt", "text": "In connection with the cash equity financing deals closed in 2016, our subsidiaries issued $502 million in aggregate principal amount of debt that bears interest at fixed rates. This debt is secured by, among other things, our interests in certain financing funds and is non-recourse to our other assets."}
-{"_id": "TSLA20231183", "title": "TSLA Automotive Lease-backed Credit Facilities", "text": "In the third quarter of 2023, we terminated our Automotive Lease-backed Credit Facilities and the previously committed funds are no longer available for future borrowings."}
-{"_id": "TSLA20231185", "title": "TSLA Pledged Assets", "text": "As of December 31, 2023 and 2022, we had pledged or restricted $4.64 billion and $2.02 billion of our assets (consisting principally of operating lease vehicles, financing receivables, restricted cash, and equity interests in certain SPEs) as collateral for our outstanding debt."}
-{"_id": "TSLA20231195", "title": "TSLA Schedule of Principal Maturities of Debt", "text": "The future scheduled principal maturities of debt as of December 31, 2023 were as follows (in millions): ####Recourse debt####Non-recourse debt####Total 2024##$##37##$##1,941##$##1,978 2025####4####1,663####1,667 2026####\u2014####494####494 2027####\u2014####276####276 2028####\u2014####44####44 Thereafter####3####221####224 Total##$##44##$##4,639##$##4,683"}
-{"_id": "TSLA20231197", "title": "TSLA Note 12 \u2013 Leases", "text": "We have entered into various operating and finance lease agreements for certain of our offices, manufacturing and warehouse facilities, retail and service locations, data centers, equipment, vehicles, and solar energy systems, worldwide. We determine if an arrangement is a lease, or contains a lease, at inception and record the leases in our financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor."}
-{"_id": "TSLA20231199", "title": "TSLA Note 12 \u2013 Leases", "text": "We have lease agreements with lease and non-lease components, and have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct sales-type leases and production equipment classes embedded in supply agreements. From a lessor perspective, the timing and pattern of transfer are the same for the non-lease components and associated lease component and, the lease component, if accounted for separately, would be classified as an operating lease."}
-{"_id": "TSLA20231200", "title": "TSLA Note 12 \u2013 Leases", "text": "We have elected not to present short-term leases on the consolidated balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments."}
-{"_id": "TSLA20231201", "title": "TSLA Note 12 \u2013 Leases", "text": "Our leases, where we are the lessee, often include options to extend the lease term for up to 10 years. Some of our leases also include options to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise such options."}
-{"_id": "TSLA20231202", "title": "TSLA Note 12 \u2013 Leases", "text": "Lease expense for operating leases is recognized on a straight-line basis over the lease term as cost of revenues or operating expenses depending on the nature of the leased asset. Certain operating leases provide for annual increases to lease payments based on an index or rate. We calculate the present value of future lease payments based on the index or rate at the lease commencement date for new leases. Differences between the calculated lease payment and actual payment are expensed as incurred. Amortization of finance lease assets is recognized over the lease term as cost of revenues or operating expenses depending on the nature of the leased asset. Interest expense on finance lease liabilities is recognized over the lease term within Interest expense in the consolidated statements of operations."}
-{"_id": "TSLA20231217", "title": "TSLA Note 12 \u2013 Leases", "text": "The balances for the operating and finance leases where we are the lessee are presented as follows (in millions) within our consolidated balance sheets: ####December 31, 2023####December 31, 2022 Operating leases:######## Operating lease right-of-use assets##$##4,180##$##2,563 Accrued liabilities and other##$##672##$##485 Other long-term liabilities####3,671####2,164 Total operating lease liabilities##$##4,343##$##2,649 Finance leases:######## Solar energy systems, net##$##23##$##25 Property, plant and equipment, net####601####1,094 Total finance lease assets##$##624##$##1,119 Current portion of long-term debt and finance leases##$##398##$##486 Long-term debt and finance leases, net of current portion####175####568 Total finance lease liabilities##$##573##$##1,054"}
-{"_id": "TSLA20231227", "title": "TSLA Note 12 \u2013 Leases", "text": "The components of lease expense are as follows (in millions) within our consolidated statements of operations: ########Year Ended December 31,#### ####2023####2022####2021 Operating lease expense:############ Operating lease expense (1)##$##1,153##$##798##$##627 Finance lease expense:############ Amortization of leased assets##$##506##$##493##$##415 Interest on lease liabilities####45####72####89 Total finance lease expense##$##551##$##565##$##504 Total lease expense##$##1,704##$##1,363##$##1,131"}
-{"_id": "TSLA20231228", "title": "TSLA Note 12 \u2013 Leases", "text": "(1)Includes short-term leases and variable lease costs, which are immaterial."}
-{"_id": "TSLA20231236", "title": "TSLA Note 12 \u2013 Leases", "text": "Other information related to leases where we are the lessee is as follows: ##December 31, 2023####December 31, 2022## Weighted-average remaining lease term:######## Operating leases##7.4 years####6.4 years## Finance leases##2.3 years####3.1 years## Weighted-average discount rate:######## Operating leases##5.6##%##5.3##% Finance leases##5.5##%##5.7##%"}
-{"_id": "TSLA20231245", "title": "TSLA Note 12 \u2013 Leases", "text": "Supplemental cash flow information related to leases where we are the lessee is as follows (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Cash paid for amounts included in the measurement of lease liabilities:############ Operating cash outflows from operating leases##$##1,084##$##754##$##616 Operating cash outflows from finance leases (interest payments)##$##47##$##75##$##89 Leased assets obtained in exchange for finance lease liabilities##$##10##$##58##$##486 Leased assets obtained in exchange for operating lease liabilities##$##2,170##$##1,059##$##818"}
-{"_id": "TSLA20231258", "title": "TSLA Note 12 \u2013 Leases", "text": "As of December 31, 2023, the maturities of our operating and finance lease liabilities (excluding short-term leases) are as follows (in millions): ####Operating Leases####Finance Leases 2024##$##892##$##418 2025####831####81 2026####706####57 2027####603####38 2028####508####2 Thereafter####1,820####4 Total minimum lease payments####5,360####600 Less: Interest####1,017####27 Present value of lease obligations####4,343####573 Less: Current portion####672####398 Long-term portion of lease obligations##$##3,671##$##175"}
-{"_id": "TSLA20231259", "title": "TSLA Note 12 \u2013 Leases", "text": "As of December 31, 2023, we have excluded from the table above additional operating leases that have not yet commenced with aggregate rent payments of $1.53 billion. These operating leases will commence between fiscal year 2024 and 2025 with lease terms of 2 years to 20 years."}
-{"_id": "TSLA20231269", "title": "TSLA Operating Lease and Sales-type Lease Receivables", "text": "We are the lessor of certain vehicle and solar energy system arrangements as described in Note 2, Summary of Significant Accounting Policies. As of December 31, 2023, maturities of our operating lease and sales-type lease receivables from customers for each of the next five years and thereafter were as follows (in millions): ####Operating Leases####Sales-type Leases 2024##$##1,405##$##227 2025####960####214 2026####461####210 2027####227####102 2028####197####25 Thereafter####1,492####2 Gross lease receivables##$##4,742##$##780"}
-{"_id": "TSLA20231271", "title": "TSLA Operating Lease and Sales-type Lease Receivables", "text": "The above table does not include vehicle sales to customers or leasing partners with a resale value guarantee as the cash payments were received upfront. For our solar PPA arrangements, customers are charged solely based on actual power produced by the installed solar energy system at a predefined rate per kilowatt-hour of power produced. The future payments from such arrangements are not included in the above table as they are a function of the power generated by the related solar energy systems in the future."}
-{"_id": "TSLA20231282", "title": "TSLA Net Investment in Sales-type Leases", "text": "Net investment in sales-type leases, which is the sum of the present value of the future contractual lease payments, is presented on the consolidated balance sheets as a component of Prepaid expenses and other current assets for the current portion and as Other non-current assets for the long-term portion. Lease receivables relating to sales-type leases are presented on the consolidated balance sheets as follows (in millions): ####December 31, 2023####December 31, 2022 Gross lease receivables##$##780##$##837 Unearned interest income####(78)####(95) Allowance for expected credit losses####(6)####(4) Net investment in sales-type leases##$##696##$##738 Reported as:######## Prepaid expenses and other current assets##$##189##$##164 Other non-current assets####507####574 Net investment in sales-type leases##$##696##$##738"}
-{"_id": "TSLA20231284", "title": "TSLA Lease Pass-Through Financing Obligation", "text": "As of December 31, 2023, we have five transactions referred to as \u201clease pass-through fund arrangements.\u201d Under these arrangements, our wholly owned subsidiaries finance the cost of solar energy systems with investors through arrangements contractually structured as master leases for an initial term ranging between 10 and 25 years. These solar energy systems are subject to lease or PPAs with customers with an initial term not exceeding 25 years."}
-{"_id": "TSLA20231292", "title": "TSLA Lease Pass-Through Financing Obligation", "text": "Under a lease pass-through fund arrangement, the investor makes a large upfront payment to the lessor, which is one of our subsidiaries, and in some cases, subsequent periodic payments. As of December 31, 2023, the future minimum master lease payments to be received from investors, for each of the next five years and thereafter, were as follows (in millions): 2024##$##18 2025####27 2026####28 2027####29 2028####29 Thereafter####337 Total##$##468"}
-{"_id": "TSLA20231294", "title": "TSLA Note 13 \u2013 Equity Incentive Plans", "text": "In June 2019, we adopted the 2019 Equity Incentive Plan (the \u201c2019 Plan\u201d). The 2019 Plan provides for the grant of stock options, restricted stock, RSUs, stock appreciation rights, performance units and performance shares to our employees, directors and consultants. Stock options granted under the 2019 Plan may be either incentive stock options or nonstatutory stock options. Incentive stock options may only be granted to our employees. Nonstatutory stock options may be granted to our employees, directors and consultants. Generally, our stock options and RSUs vest over four years and our stock options are exercisable over a maximum period of 10 years from their grant dates. Vesting typically terminates when the employment or consulting relationship ends."}
-{"_id": "TSLA20231296", "title": "TSLA Note 13 \u2013 Equity Incentive Plans", "text": "As of December 31, 2023, 131.1 million shares were reserved and available for issuance under the 2019 Plan."}
-{"_id": "TSLA20231306", "title": "TSLA Note 13 \u2013 Equity Incentive Plans", "text": "The following table summarizes our stock option and RSU activity for the year ended December 31, 2023: ########Stock Options##########RSUs#### ##Number of Options (in thousands)####Weighted- Average Exercise Price####Weighted- Average Remaining Contractual Life (years)####Aggregate Intrinsic Value (in billions)##Number of RSUs (in thousands)######Weighted- Average Grant Date Fair Value Beginning of period##343,564##$##30.65##########21,333####$##162.32 Granted##9,521##$##226.50##########11,743####$##228.33 Exercised or released##(7,626)##$##43.07##########(11,085)####$##116.47 Cancelled##(1,438)##$##194.23##########(2,903)####$##192.22 End of period##344,021##$##35.11####4.31##$##73.57##19,088####$##225.01 Vested and expected to vest, December 31, 2023##340,884##$##33.38####4.27##$##73.45##18,446####$##225.76 Exercisable and vested, December 31, 2023##329,124##$##27.07####4.11##$##72.90########"}
-{"_id": "TSLA20231307", "title": "TSLA Note 13 \u2013 Equity Incentive Plans", "text": "The weighted-average grant date fair value of RSUs granted in the years ended December 31, 2023, 2022 and 2021 was $228.33, $239.85 and $261.33, respectively. The aggregate release date fair value of RSUs in the years ended December 31, 2023, 2022 and 2021 was $2.50 billion, $4.32 billion and $5.70 billion, respectively."}
-{"_id": "TSLA20231308", "title": "TSLA Note 13 \u2013 Equity Incentive Plans", "text": "The aggregate intrinsic value of options exercised in the years ended December 31, 2023, 2022, and 2021 was $1.33 billion, $1.90 billion and $26.88 billion, respectively. During the year ended December 31, 2021, our CEO exercised all of the remaining vested options from the 2012 CEO Performance Award, which amounted to an intrinsic value of $23.45 billion."}
-{"_id": "TSLA20231310", "title": "TSLA ESPP", "text": "Our employees are eligible to purchase our common stock through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The purchase price would be 85% of the lower of the fair market value on the first and last trading days of each six-month offering period. During the years ended December 31, 2023, 2022 and 2021, under the ESPP we issued 2.1 million, 1.4 million and 1.5 million shares, respectively. As of December 31, 2023, there were 97.8 million shares available for issuance under the ESPP."}
-{"_id": "TSLA20231319", "title": "TSLA Fair Value Assumptions", "text": "We use the fair value method in recognizing stock-based compensation expense. Under the fair value method, we estimate the fair value of each stock option award with service or service and performance conditions and the ESPP on the grant date generally using the Black-Scholes option pricing model. The weighted-average assumptions used in the Black-Scholes model for stock options are as follows: ##########Year Ended December 31,######## ####2023######2022######2021## Risk-free interest rate####3.90##%####3.11##%####0.66##% Expected term (in years)####4.5######4.1######4.3## Expected volatility####63##%####63##%####59##% Dividend yield####0.0##%####0.0##%####0.0##% Grant date fair value per share##$##121.62####$##114.51####$##128.02##"}
-{"_id": "TSLA20231321", "title": "TSLA Fair Value Assumptions", "text": "The fair value of RSUs with service or service and performance conditions is measured on the grant date based on the closing fair market value of our common stock. The risk-free interest rate is based on the U.S. Treasury yield for zero-coupon U.S. Treasury notes with maturities approximating each grant\u2019s expected life. We use our historical data in estimating the expected term of our employee grants. The expected volatility is based on the average of the implied volatility of publicly traded options for our common stock and the historical volatility of our common stock."}
-{"_id": "TSLA20231323", "title": "TSLA 2018 CEO Performance Award", "text": "In March 2018, our stockholders approved the Board of Directors\u2019 grant of 304.0 million stock option awards, as adjusted to give effect to the 2020 Stock Split and the 2022 Stock Split, to our CEO (the \u201c2018 CEO Performance Award\u201d). The 2018 CEO Performance Award consisted of 12 vesting tranches with a vesting schedule based entirely on the attainment of both operational milestones (performance conditions) and market conditions, assuming continued employment either as the CEO or as both Executive Chairman and Chief Product Officer and service through each vesting date. Each of the 12 vesting tranches of the 2018 CEO Performance Award vested upon certification by the Board of Directors that both (i) the market capitalization milestone for such tranche, which began at $100.0 billion for the first tranche and increases by increments of $50.0 billion thereafter (based on both a six calendar month trailing average and a 30 calendar day trailing average, counting only trading days), had been achieved, and (ii) any one of the following eight operational milestones focused on total revenue or any one of the eight operational milestones focused on Adjusted EBITDA had been achieved for the four consecutive fiscal quarters on an annualized basis and subsequently reported by us in our consolidated financial statements filed with our Forms 10-Q and/or 10-K. Adjusted EBITDA was defined as net income (loss) attributable to common stockholders before interest expense, provision (benefit) for income taxes, depreciation and amortization and stock-based compensation. Upon vesting and exercise, including the payment of the exercise price of $23.34 per share as adjusted to give effect to the 2020 Stock Split and the 2022 Stock Split, our CEO must hold shares that he acquires for five years post-exercise, other than a cashless exercise where shares are simultaneously sold to pay for the exercise price and any required tax withholding."}
-{"_id": "TSLA20231334", "title": "TSLA 2018 CEO Performance Award", "text": "The achievement status of the operational milestones as of December 31, 2023 is provided below. ####Total Annualized Revenue########Annualized Adjusted EBITDA## ##Milestone (in billions)####Achievement Status####Milestone (in billions)####Achievement Status $##20.0####Achieved##$##1.5####Achieved $##35.0####Achieved##$##3.0####Achieved $##55.0####Achieved##$##4.5####Achieved $##75.0####Achieved##$##6.0####Achieved $##100.0####-##$##8.0####Achieved $##125.0####-##$##10.0####Achieved $##150.0####-##$##12.0####Achieved $##175.0####-##$##14.0####Achieved"}
-{"_id": "TSLA20231335", "title": "TSLA 2018 CEO Performance Award", "text": "Stock-based compensation under the 2018 CEO Performance Award represented a non-cash expense and was recorded as a Selling, general, and administrative operating expense in our consolidated statements of operations. In each quarter since the grant of the 2018 CEO Performance Award, we had recognized expense, generally on a pro-rated basis, for only the number of tranches (up to the maximum of 12 tranches) that corresponded to the number of operational milestones that had been achieved or had been determined probable of being achieved in the future, in accordance with the following principles."}
-{"_id": "TSLA20231336", "title": "TSLA 2018 CEO Performance Award", "text": "On the grant date, a Monte Carlo simulation was used to determine for each tranche (i) a fixed amount of expense for such tranche and (ii) the future time when the market capitalization milestone for such tranche was expected to be achieved, or its \u201cexpected market capitalization milestone achievement time.\u201d Separately, based on a subjective assessment of our future financial performance each quarter, we determined whether it was probable that we would achieve each operational milestone that had not previously been achieved or deemed probable of achievement and if so, the future time when we expected to achieve that operational milestone, or its \u201cexpected operational milestone achievement time.\u201d"}
-{"_id": "TSLA20231338", "title": "TSLA 2018 CEO Performance Award", "text": "As of December 31, 2022, all remaining unrecognized stock-based compensation expense under the 2018 CEO Performance Award had been recognized. For the years ended December 31, 2022 and 2021, we recorded stock-based compensation expense of $66 million and $910 million, respectively, related to the 2018 CEO Performance Award."}
-{"_id": "TSLA20231340", "title": "TSLA Other Performance-Based Grants", "text": "From time to time, the Compensation Committee of our Board of Directors grants certain employees performance-based RSUs and stock options."}
-{"_id": "TSLA20231341", "title": "TSLA Other Performance-Based Grants", "text": "As of December 31, 2023, we had unrecognized stock-based compensation expense of $655 million under these grants to purchase or receive an aggregate 5.3 million shares of our common stock. For awards probable of achievement, we estimate the unrecognized stock-based compensation expense of $110 million will be recognized over a weighted-average period of 4.0 years."}
-{"_id": "TSLA20231342", "title": "TSLA Other Performance-Based Grants", "text": "For the years ended December 31, 2023 and 2022, we recorded $57 million and $159 million, respectively, of stock-based compensation expense related to these grants, net of forfeitures."}
-{"_id": "TSLA20231350", "title": "TSLA Summary Stock-Based Compensation Information", "text": "The following table summarizes our stock-based compensation expense by line item in the consolidated statements of operations (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Cost of revenues##$##741##$##594##$##421 Research and development####689####536####448 Selling, general and administrative####382####430####1,252 Total##$##1,812##$##1,560##$##2,121"}
-{"_id": "TSLA20231351", "title": "TSLA Summary Stock-Based Compensation Information", "text": "Our income tax benefits recognized from stock-based compensation arrangements were immaterial while we were under full valuation allowances on our U.S. deferred tax assets during the years ended December 31, 2022 and 2021. With the release of the valuation allowance associated with our federal and certain state deferred tax assets in 2023, income tax benefits recognized from stock-based compensation expense were $326 million during the year ended December 31, 2023. During the years ended December 31, 2023, 2022 and 2021, stock-based compensation expense capitalized to our consolidated balance sheets was $199 million, $245 million and $182 million, respectively. As of December 31, 2023, we had $4.82 billion of total unrecognized stock-based compensation expense related to non-performance awards, which will be recognized over a weighted-average period of 2.8 years."}
-{"_id": "TSLA20231360", "title": "TSLA Note 14 \u2013 Income Taxes", "text": "Our income before (benefit from) provision for income taxes for the years ended December 31, 2023, 2022 and 2021 was as follows (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Domestic##$##3,196##$##5,524##$##(130) Noncontrolling interest and redeemable noncontrolling interest####(23)####31####125 Foreign####6,800####8,164####6,348 Income before income taxes##$##9,973##$##13,719##$##6,343"}
-{"_id": "TSLA20231374", "title": "TSLA Note 14 \u2013 Income Taxes", "text": "A (benefit from) provision for income taxes of $(5.00) billion, $1.13 billion and $699 million has been recognized for the years ended December 31, 2023, 2022 and 2021, respectively. The components of the (benefit from) provision for income taxes for the years ended December 31, 2023, 2022 and 2021 consisted of the following (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Current:############ Federal##$##48##$##\u2014##$##\u2014 State####57####62####9 Foreign####1,243####1,266####839 Total current####1,348####1,328####848 Deferred:############ Federal####(5,246)####26####\u2014 State####(653)####1####\u2014 Foreign####(450)####(223)####(149) Total deferred####(6,349)####(196)####(149) Total (Benefit from) provision for income taxes##$##(5,001)##$##1,132##$##699"}
-{"_id": "TSLA20231389", "title": "TSLA Note 14 \u2013 Income Taxes", "text": "The reconciliation of taxes at the federal statutory rate to our (benefit from) provision for income taxes for the years ended December 31, 2023, 2022 and 2021 was as follows (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Tax at statutory federal rate##$##2,094##$##2,881##$##1,332 State tax, net of federal benefit####(372)####51####6 Nondeductible executive compensation####23####14####201 Excess tax benefits related to stock-based compensation####(288)####(745)####(7,123) Nontaxable manufacturing credit####(101)####\u2014####\u2014 Foreign income rate differential####(816)####(923)####(668) U.S. tax credits####(593)####(276)####(328) GILTI inclusion####670####1,279####1,008 Unrecognized tax benefits####183####252####28 Change in valuation allowance####(5,962)####(1,532)####6,165 Other####161####131####78 (Benefit from) provision for income taxes##$##(5,001)##$##1,132##$##699"}
-{"_id": "TSLA20231391", "title": "TSLA Note 14 \u2013 Income Taxes", "text": "We monitor the realizability of our deferred tax assets taking into account all relevant factors at each reporting period. As of December 31, 2023, based on the relevant weight of positive and negative evidence, including the amount of our taxable income in recent years which is objective and verifiable, and consideration of our expected future taxable earnings, we concluded that it is more likely than not that our U.S. federal and certain state deferred tax assets are realizable. As such, we released $6.54 billion of our valuation allowance associated with the U.S. federal and state deferred tax assets, with the exception of our California deferred tax assets. We continue to maintain a full valuation allowance against our California deferred tax assets as of December 31, 2023, because we concluded they are not more likely than not to be realized as we expect our California deferred tax assets generation in future years to exceed our ability to use these deferred tax assets."}
-{"_id": "TSLA20231414", "title": "TSLA Note 14 \u2013 Income Taxes", "text": "Deferred tax assets (liabilities) as of December 31, 2023 and 2022 consisted of the following (in millions): ####December 31, 2023####December 31, 2022 Deferred tax assets:######## Net operating loss carry-forwards##$##2,826##$##4,486 Research and development credits####1,358####1,184 Other tax credits and attributes####827####217 Deferred revenue####1,035####751 Inventory and warranty reserves####1,258####819 Stock-based compensation####230####185 Operating lease right-of-use liabilities####930####554 Capitalized research and development costs####1,344####693 Deferred GILTI tax assets####760####466 Accruals and others####206####178 Total deferred tax assets####10,774####9,533 Valuation allowance####(892)####(7,349) Deferred tax assets, net of valuation allowance####9,882####2,184 Deferred tax liabilities:######## Depreciation and amortization####(2,122)####(1,178) Investment in certain financing funds####(133)####(238) Operating lease right-of-use assets####(859)####(506) Other####(116)####(15) Total deferred tax liabilities####(3,230)####(1,937) Deferred tax assets (liabilities), net of valuation allowance##$##6,652##$##247"}
-{"_id": "TSLA20231415", "title": "TSLA Note 14 \u2013 Income Taxes", "text": "As of December 31, 2023, we maintained valuation allowances of $892 million for deferred tax assets that are not more likely than not to be realized, which primarily included deferred tax assets in the state of California and certain foreign operating losses. The valuation allowance on our net deferred tax assets decreased by $6.46 billion and $1.73 billion during the years ended December 31, 2023 and 2022, respectively, and increased by $6.14 billion during the year ended December 31, 2021. The valuation allowance decrease during the year ended December 31, 2023 was primarily due to the release of our valuation allowance with respect to our U.S. federal and certain state deferred tax assets. The changes in valuation allowances during the years ended December 31, 2022 and 2021 were primarily due to changes in our U.S. deferred tax assets and liabilities in the respective year. Among our deferred tax assets in foreign jurisdictions, we recorded a valuation allowance on certain foreign net operating losses that are not more likely than not to be realized. The remainder of our foreign deferred tax assets are more likely than not to be realized given the expectation of future earnings in these jurisdictions."}
-{"_id": "TSLA20231416", "title": "TSLA Note 14 \u2013 Income Taxes", "text": "As of December 31, 2023, we had $10.31 billion of federal and $10.36 billion of state net operating loss carry-forwards available to offset future taxable income, some of which, if not utilized, will begin to expire in 2024 for federal and state purposes. Federal and state laws can impose substantial restrictions on the utilization of net operating loss and tax credit carry-forwards in the event of an \u201cownership change,\u201d as defined in Section 382 of the Internal Revenue Code. We have determined that no significant limitation would be placed on the utilization of our net operating loss and tax credit carry-forwards due to prior ownership changes or expirations."}
-{"_id": "TSLA20231418", "title": "TSLA Note 14 \u2013 Income Taxes", "text": "As of December 31, 2023, we had federal research and development tax credits of $1.10 billion, federal renewable energy tax credits of $605 million, and state research and development tax credits of $923 million. Most of our state research and development tax credits were in the state of California. If not utilized, some of the federal tax credits may expire in various amounts beginning in 2036. However, California research and development tax credits can be carried forward indefinitely."}
-{"_id": "TSLA20231419", "title": "TSLA Note 14 \u2013 Income Taxes", "text": "The local government of Shanghai granted a beneficial corporate income tax rate of 15% to certain eligible enterprises, compared to the 25% statutory corporate income tax rate in China. Our Gigafactory Shanghai subsidiary was granted this beneficial income tax rate of 15% for 2019 through 2023. Starting in 2024, Gigafactory Shanghai is subject to 25% statutory corporate income tax rate in China."}
-{"_id": "TSLA20231420", "title": "TSLA Note 14 \u2013 Income Taxes", "text": "As of December 31, 2023, we intend to indefinitely reinvest our foreign earnings and cash unless such repatriation results in no or minimal tax costs. We have recorded the taxes associated with the foreign earnings we intend to repatriate in the future. For the earnings we intend to indefinitely reinvest, no deferred tax liabilities for foreign withholding or other taxes have been recorded. The estimated amount of such unrecognized withholding tax liability associated with the indefinitely reinvested earnings is approximately $245 million."}
-{"_id": "TSLA20231437", "title": "TSLA Uncertain Tax Positions", "text": "The changes to our gross unrecognized tax benefits were as follows (in millions): December 31, 2020##$##380 Increases in balances related to prior year tax positions####117 Decreases in balances related to prior year tax positions####(90) Increases in balances related to current year tax positions####124 December 31, 2021####531 Increases in balances related to prior year tax positions####136 Decreases in balances related to prior year tax positions####(12) Increases in balances related to current year tax positions####222 Decreases in balances related to expiration of the statute of limitations####(7) December 31, 2022####870 Increases in balances related to prior year tax positions####59 Decreases related to settlement with tax authorities####(6) Increases in balances related to current year tax positions####255 Decreases in balances related to expiration of the statute of limitations####(4) December 31, 2023##$##1,174"}
-{"_id": "TSLA20231438", "title": "TSLA Uncertain Tax Positions", "text": "We include interest and penalties related to unrecognized tax benefits in income tax expense. We recognized net interest and penalties related to unrecognized tax benefits in provision for income taxes line of our consolidated statements of operations of $17 million, $27 million and $4 million for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, and 2022, we have accrued $47 million and $31 million, respectively, related to interest and penalties on our unrecognized tax benefits. Unrecognized tax benefits of $901 million, if recognized, would affect our effective tax rate."}
-{"_id": "TSLA20231439", "title": "TSLA Uncertain Tax Positions", "text": "We file income tax returns in the U.S. and various state and foreign jurisdictions. We are currently under examination by the Internal Revenue Service (\u201cIRS\u201d) for the years 2015 to 2018. Additional tax years within the periods 2004 to 2014 and 2019 to 2022 remain subject to examination for federal income tax purposes. All net operating losses and tax credits generated to date are subject to adjustment for U.S. federal and state income tax purposes. Our returns for 2004 and subsequent tax years remain subject to examination in U.S. state and foreign jurisdictions."}
-{"_id": "TSLA20231440", "title": "TSLA Uncertain Tax Positions", "text": "Given the uncertainty in timing and outcome of our tax examinations, an estimate of the range of the reasonably possible change in gross unrecognized tax benefits within twelve months cannot be made at this time."}
-{"_id": "TSLA20231444", "title": "TSLA Operating Lease Arrangement in Buffalo, New York", "text": "We have an operating lease arrangement through the Research Foundation for the SUNY Foundation with respect to Gigafactory New York. Under the lease and a related research and development agreement, we are continuing to further develop the facility."}
-{"_id": "TSLA20231445", "title": "TSLA Operating Lease Arrangement in Buffalo, New York", "text": "Under this agreement, we are obligated to, among other things, meet employment targets as well as specified minimum numbers of personnel in the State of New York and in Buffalo, New York and spend or incur $5.00 billion in combined capital, operational expenses, costs of goods sold and other costs in the State of New York during the 10-year period beginning April 30, 2018. On an annual basis during the initial lease term, as measured on each anniversary of such date, if we fail to meet these specified investment and job creation requirements, then we would be obligated to pay a $41 million \u201cprogram payment\u201d to the SUNY Foundation for each year that we fail to meet these requirements. Furthermore, if the arrangement is terminated due to a material breach by us, then additional amounts may become payable by us."}
-{"_id": "TSLA20231446", "title": "TSLA Operating Lease Arrangement in Buffalo, New York", "text": "In 2021, an amendment was executed to extend our overall agreement to spend or incur $5.00 billion in combined capital, operational expenses, costs of goods sold and other costs in the State of New York through December 31, 2029. On February 1, 2022, we reported to the State of New York that we had met and exceeded our annual requirements for jobs and investment in Buffalo and New York State. As of December 31, 2023, we have met and expect to meet the requirements under this arrangement based on our current and anticipated level of operations. However, if our expectations as to the costs and timelines of our investment and operations at Buffalo prove incorrect, we may incur additional expenses or be required to make substantial payments to the SUNY Foundation."}
-{"_id": "TSLA20231448", "title": "TSLA Operating Lease Arrangement in Shanghai, China", "text": "We have an operating lease arrangement for an initial term of 50 years with the local government of Shanghai for land use rights where we have been constructing Gigafactory Shanghai. Under the terms of the arrangement, we are required to spend RMB 14.08 billion in capital expenditures by the end of 2023, which has been achieved in 2023, and to generate RMB 2.23 billion of annual tax revenues starting at the end of 2023. As of December 31, 2023, we have met and expect to meet the tax revenue requirements based on our current level of spend and sales."}
-{"_id": "TSLA20231451", "title": "TSLA Litigation Relating to 2018 CEO Performance Award", "text": "On June 4, 2018, a purported Tesla stockholder filed a putative class and derivative action in the Delaware Court of Chancery against Elon Musk and the members of Tesla\u2019s board of directors as then constituted, alleging corporate waste, unjust enrichment and that such board members breached their fiduciary duties by approving the stock-based compensation plan awarded to Elon Musk in 2018. Trial was held November 14-18, 2022. Post-trial briefing and argument are now complete."}
-{"_id": "TSLA20231453", "title": "TSLA Litigation Related to Directors\u2019 Compensation", "text": "On June 17, 2020, a purported Tesla stockholder filed a derivative action in the Delaware Court of Chancery, purportedly on behalf of Tesla, against certain of Tesla\u2019s current and former directors regarding compensation awards granted to Tesla\u2019s directors, other than Elon Musk, between 2017 and 2020. The suit asserts claims for breach of fiduciary duty and unjust enrichment and seeks declaratory and injunctive relief, unspecified damages and other relief. Defendants filed their answer on September 17, 2020."}
-{"_id": "TSLA20231454", "title": "TSLA Litigation Related to Directors\u2019 Compensation", "text": "On July 14, 2023, the parties filed a Stipulation and Agreement of Compromise and Settlement, which does not involve an admission of any wrongdoing by any party. If the settlement is approved by the Court, this action will be fully settled and dismissed with prejudice. Pursuant to the terms of the agreement, Tesla provided notice of the proposed settlement to stockholders of record as of July 14, 2023. The Court held a hearing regarding the settlement on October 13, 2023, after which it took the settlement and plaintiff counsels\u2019 fee request under advisement. The settlement is not expected to have an adverse impact on our results of operations, cash flows or financial position."}
-{"_id": "TSLA20231457", "title": "TSLA Litigation Relating to Potential Going Private Transaction", "text": "Between August 10, 2018 and September 6, 2018, nine purported stockholder class actions were filed against Tesla and Elon Musk in connection with Mr. Musk\u2019s August 7, 2018 Twitter post that he was considering taking Tesla private. On January 16, 2019, Plaintiffs filed their consolidated complaint in the United States District Court for the Northern District of California and added as defendants the members of Tesla\u2019s board of directors. The consolidated complaint asserts claims for violations of the federal securities laws and seeks unspecified damages and other relief. The parties stipulated to certification of a class of stockholders, which the court granted on November 25, 2020. Trial started on January 17, 2023, and on February 3, 2023, a jury rendered a verdict in favor of the defendants on all counts. After trial, plaintiffs filed a motion for judgment as a matter of law and a motion for new trial, which the Court denied and judgement was entered in favor of defendants on July 11, 2023. On July 14, 2023, plaintiffs filed a notice of appeal."}
-{"_id": "TSLA20231458", "title": "TSLA Litigation Relating to Potential Going Private Transaction", "text": "Between October 17, 2018 and March 8, 2021, seven derivative lawsuits were filed in the Delaware Court of Chancery, purportedly on behalf of Tesla, against Mr. Musk and the members of Tesla\u2019s board of directors, as constituted at relevant times, in relation to statements made and actions connected to a potential going private transaction, with certain of the lawsuits challenging additional Twitter posts by Mr. Musk, among other things. Five of those actions were consolidated, and all seven actions have been stayed pending resolution of the appeal in the above-referenced consolidated purported stockholder class action. In addition to these cases, two derivative lawsuits were filed on October 25, 2018 and February 11, 2019 in the U.S. District Court for the District of Delaware, purportedly on behalf of Tesla, against Mr. Musk and the members of the Tesla board of directors as then constituted. Those cases have also been consolidated and stayed pending resolution of the appeal in the above-referenced consolidated purported stockholder class action."}
-{"_id": "TSLA20231459", "title": "TSLA Litigation Relating to Potential Going Private Transaction", "text": "On October 21, 2022, a lawsuit was filed in the Delaware Court of Chancery by a purported shareholder of Tesla alleging, among other things, that board members breached their fiduciary duties in connection with their oversight of the Company\u2019s 2018 settlement with the SEC, as amended. Among other things, the plaintiff seeks reforms to the Company\u2019s corporate governance and internal procedures, unspecified damages, and attorneys\u2019 fees. The parties reached an agreement to stay the case until March 5, 2024."}
-{"_id": "TSLA20231460", "title": "TSLA Litigation Relating to Potential Going Private Transaction", "text": "On November 15, 2021, JPMorgan Chase Bank (\u201cJP Morgan\u201d) filed a lawsuit against Tesla in the Southern District of New York alleging breach of a stock warrant agreement that was entered into as part of a convertible notes offering in 2014. In 2018, JP Morgan informed Tesla that it had adjusted the strike price based upon Mr. Musk\u2019s August 7, 2018 Twitter post that he was considering taking Tesla private. Tesla disputed JP Morgan\u2019s adjustment as a violation of the parties\u2019 agreement. In 2021, Tesla delivered shares to JP Morgan per the agreement, which they duly accepted. JP Morgan now alleges that it is owed approximately $162 million as the value of additional shares that it claims should have been delivered as a result of the adjustment to the strike price in 2018. On January 24, 2022, Tesla filed multiple counterclaims as part of its answer to the underlying lawsuit, asserting among other points that JP Morgan should have terminated the stock warrant agreement in 2018 rather than make an adjustment to the strike price that it should have known would lead to a commercially unreasonable result. Tesla believes that the adjustments made by JP Morgan were neither proper nor commercially reasonable, as required under the stock warrant agreements. JP Morgan filed a motion for judgment on the pleadings, which Tesla opposed, and that motion is currently pending before the Court."}
-{"_id": "TSLA20231462", "title": "TSLA Litigation and Investigations Relating to Alleged Discrimination and Harassment", "text": "On October 4, 2021, in a case captioned Diaz v. Tesla, a jury in the Northern District of California returned a verdict against Tesla on claims by a former contingent worker that he was subjected to race discrimination while assigned to work at Tesla\u2019s Fremont Factory from 2015-2016. A retrial was held starting on March 27, 2023, after which a jury returned a verdict of $3,175,000. As a result, the damages awarded against Tesla were reduced from an initial $136.9 million (October 4, 2021) down to $15 million (April 13, 2022), and then further down to $3.175 million (April 3, 2023). On November 2, 2023, the plaintiff filed a notice of appeal, and on November 16, 2023, Tesla filed a notice of cross appeal."}
-{"_id": "TSLA20231463", "title": "TSLA Litigation and Investigations Relating to Alleged Discrimination and Harassment", "text": "On February 9, 2022, shortly after the first Diaz jury verdict, the California Civil Rights Department (\u201cCRD,\u201d formerly \u201cDFEH\u201d) filed a civil complaint against Tesla in Alameda County, California Superior Court, alleging systemic race discrimination, hostile work environment and pay equity claims, among others. CRD\u2019s amended complaint seeks monetary damages and injunctive relief. On September 22, 2022, Tesla filed a cross complaint against CRD, alleging that it violated the Administrative Procedures Act by failing to follow statutory pre-requisites prior to filing suit and that cross complaint was subject to a sustained demurrer, which Tesla later amended and refiled. The case is currently in discovery."}
-{"_id": "TSLA20231464", "title": "TSLA Litigation and Investigations Relating to Alleged Discrimination and Harassment", "text": "Additionally, on June 1, 2022 the Equal Employment Opportunity Commission (\u201cEEOC\u201d) issued a cause finding against Tesla that closely parallels the CRD\u2019s allegations. On September 28, 2023, the EEOC filed a civil complaint against Tesla in the United States District Court for the Northern District of California asserting claims for race harassment and retaliation and seeking, among other things, monetary and injunctive relief. On December 18, 2023, Tesla filed a motion to stay the case. Separately, on December 26, 2023, Tesla filed a motion to dismiss the case."}
-{"_id": "TSLA20231466", "title": "TSLA Litigation and Investigations Relating to Alleged Discrimination and Harassment", "text": "On June 16, 2022, two Tesla stockholders filed separate derivative actions in the U.S. District Court for the Western District of Texas, purportedly on behalf of Tesla, against certain of Tesla\u2019s current and former directors. Both suits assert claims for breach of fiduciary duty, unjust enrichment, and violation of the federal securities laws in connection with alleged race and gender discrimination and sexual harassment. Among other things, plaintiffs seek declaratory and injunctive relief, unspecified damages payable to Tesla, and attorneys\u2019 fees. On July 22, 2022, the Court consolidated the two cases and on September 6, 2022, plaintiffs filed a consolidated complaint. On November 7, 2022, the defendants filed a motion to dismiss the case and on September 15, 2023, the Court dismissed the action but granted plaintiffs leave to file an amended complaint. On November 2, 2023, plaintiff filed an amended complaint purportedly on behalf of Tesla, against Elon Musk. On December 19, 2023, the defendants moved to dismiss the amended complaint."}
-{"_id": "TSLA20231468", "title": "TSLA Other Litigation Related to Our Products and Services", "text": "We are also subject to various lawsuits that seek monetary and other injunctive relief. These lawsuits include proposed class actions and other consumer claims that allege, among other things, purported defects and misrepresentations related to our products and services. For example, on September 14, 2022, a proposed class action was filed against Tesla, Inc. and related entities in the U.S. District Court for the Northern District of California, alleging various claims about the Company\u2019s driver assistance technology systems under state and federal law. This case was later consolidated with several other proposed class actions, and a Consolidated Amended Complaint was filed on October 28, 2022, which seeks damages and other relief on behalf of all persons who purchased or leased from Tesla between January 1, 2016 to the present. On October 5, 2022 a proposed class action complaint was filed in the U.S. District Court for the Eastern District of New York asserting similar state and federal law claims against the same defendants. On September 30, 2023, the Court dismissed this action with leave to amend the complaint. On November 20, 2023, the plaintiff moved to amend the complaint, which Tesla opposed. On March 22, 2023, the plaintiffs in the Northern District of California consolidated action filed a motion for a preliminary injunction to order Tesla to (1) cease using the term \u201cFull Self-Driving Capability\u201d (FSD Capability), (2) cease the sale and activation of FSD Capability and deactivate FSD Capability on Tesla vehicles, and (3) provide certain notices to consumers about proposed court-findings about the accuracy of the use of the terms Autopilot and FSD Capability. Tesla opposed the motion. On September 30, 2023, the Court denied the request for a preliminary injunction, compelled four of five plaintiffs to arbitration, and dismissed the claims of the fifth plaintiff with leave to amend the complaint. On October 31, 2023, the remaining plaintiff in the Northern District of California action filed an amended complaint, which Tesla has moved to dismiss. On October 2, 2023, a similar proposed class action was filed in San Diego County Superior Court in California. Tesla subsequently removed the San Diego County case to federal court and on January 8, 2024, the federal court granted Tesla\u2019s motion to transfer the case to the U.S. District Court for the Northern District of California."}
-{"_id": "TSLA20231469", "title": "TSLA Other Litigation Related to Our Products and Services", "text": "On February 27, 2023, a proposed class action was filed in the U.S. District Court for the Northern District of California against Tesla, Inc., Elon Musk and certain current and former Company executives. The complaint alleges that the defendants made material misrepresentations and omissions about the Company\u2019s Autopilot and FSD Capability technologies and seeks money damages and other relief on behalf of persons who purchased Tesla stock between February 19, 2019 and February 17, 2023. An amended complaint was filed on September 5, 2023, naming only Tesla, Inc. and Elon Musk as defendants. On November 6, 2023, Tesla moved to dismiss the amended complaint."}
-{"_id": "TSLA20231470", "title": "TSLA Other Litigation Related to Our Products and Services", "text": "On March 14, 2023, a proposed class action was filed against Tesla, Inc. in the U.S. District Court for the Northern District of California. Several similar complaints have also been filed in the same court and these cases have now all been consolidated. These complaints allege that Tesla violates federal antitrust and warranty laws through its repair, service, and maintenance practices and seeks, among other relief, damages for persons who paid Tesla for repairs services or Tesla compatible replacement parts from March 2019 to March 2023. On July 17, 2023, these plaintiffs filed a consolidated amended complaint. On September 27, 2023, the court granted Tesla\u2019s motion to compel arbitration as to three of the plaintiffs, and on November 17, 2023, the court granted Tesla\u2019s motion to dismiss without prejudice. The plaintiffs filed a Consolidated Second Amended Complaint on December 12, 2023, which Tesla has moved to dismiss. Plaintiffs have also appealed the court\u2019s arbitration order. Trial is currently set for July 7, 2025."}
-{"_id": "TSLA20231471", "title": "TSLA Other Litigation Related to Our Products and Services", "text": "The Company intends to vigorously defend itself in these matters; however, we cannot predict the outcome or impact. We are unable to reasonably estimate the possible loss or range of loss, if any, associated with these claims, unless noted."}
-{"_id": "TSLA20231474", "title": "TSLA Certain Investigations and Other Matters", "text": "We regularly receive requests for information, including subpoenas, from regulators and governmental authorities such as the National Highway Traffic Safety Administration, the National Transportation Safety Board, the Securities and Exchange Commission (\u201cSEC\u201d), the Department of Justice (\u201cDOJ\u201d), and various local, state, federal, and international agencies. The ongoing requests for information include topics such as operations, technology (e.g., vehicle functionality, Autopilot and FSD Capability), compliance, finance, data privacy, and other matters related to Tesla\u2019s business, its personnel, and related parties. We routinely cooperate with such formal and informal requests for information, investigations, and other inquiries. To our knowledge no government agency in any ongoing investigation has concluded that any wrongdoing occurred. We cannot predict the outcome or impact of any ongoing matters. Should the government decide to pursue an enforcement action, there exists the possibility of a material adverse impact on our business, results of operation, prospects, cash flows, financial position or brand."}
-{"_id": "TSLA20231475", "title": "TSLA Certain Investigations and Other Matters", "text": "We are also subject to various other legal proceedings, risks and claims that arise from the normal course of business activities. For example, during the second quarter of 2023, a foreign news outlet reported that it obtained certain misappropriated data including, purportedly non-public Tesla business and personal information. Tesla has made notifications to potentially affected individuals (current and former employees) and regulatory authorities and we are working with certain law enforcement and other authorities. On August 5, 2023, a putative class action was filed in the United States District Court for the Northern District of California, purportedly on behalf of all U.S. individuals impacted by the data incident, followed by several additional lawsuits, that each assert claims under various state laws and seeks monetary damages and other relief. If an unfavorable ruling or development were to occur in these or other possible legal proceedings, risks and claims, there exists the possibility of a material adverse impact on our business, results of operations, prospects, cash flows, financial position or brand."}
-{"_id": "TSLA20231477", "title": "TSLA Letters of Credit", "text": "As of December 31, 2023, we had $525 million of unused letters of credit outstanding."}
-{"_id": "TSLA20231479", "title": "TSLA Note 16 \u2013 Variable Interest Entity Arrangements", "text": "We have entered into various arrangements with investors to facilitate the funding and monetization of our solar energy systems and vehicles. In particular, our wholly owned subsidiaries and fund investors have formed and contributed cash and assets into various financing funds and entered into related agreements. We have determined that the funds are VIEs and we are the primary beneficiary of these VIEs by reference to the power and benefits criterion under ASC 810. We have considered the provisions within the agreements, which grant us the power to manage and make decisions that affect the operation of these VIEs, including determining the solar energy systems and the associated customer contracts to be sold or contributed to these VIEs, redeploying solar energy systems and managing customer receivables. We consider that the rights granted to the fund investors under the agreements are more protective in nature rather than participating."}
-{"_id": "TSLA20231480", "title": "TSLA Note 16 \u2013 Variable Interest Entity Arrangements", "text": "As the primary beneficiary of these VIEs, we consolidate in the financial statements the financial position, results of operations and cash flows of these VIEs, and all intercompany balances and transactions between us and these VIEs are eliminated in the consolidated financial statements. Cash distributions of income and other receipts by a fund, net of agreed upon expenses, estimated expenses, tax benefits and detriments of income and loss and tax credits, are allocated to the fund investor and our subsidiary as specified in the agreements."}
-{"_id": "TSLA20231481", "title": "TSLA Note 16 \u2013 Variable Interest Entity Arrangements", "text": "Generally, our subsidiary has the option to acquire the fund investor\u2019s interest in the fund for an amount based on the market value of the fund or the formula specified in the agreements."}
-{"_id": "TSLA20231482", "title": "TSLA Note 16 \u2013 Variable Interest Entity Arrangements", "text": "Upon the sale or liquidation of a fund, distributions would occur in the order and priority specified in the agreements."}
-{"_id": "TSLA20231484", "title": "TSLA Note 16 \u2013 Variable Interest Entity Arrangements", "text": "Pursuant to management services, maintenance and warranty arrangements, we have been contracted to provide services to the funds, such as operations and maintenance support, accounting, lease servicing and performance reporting. In some instances, we have guaranteed payments to the fund investors as specified in the agreements. A fund\u2019s creditors have no recourse to our general credit or to that of other funds. Certain assets of the funds have been pledged as collateral for their obligations."}
-{"_id": "TSLA20231505", "title": "TSLA Note 16 \u2013 Variable Interest Entity Arrangements", "text": "The aggregate carrying values of the VIEs\u2019 assets and liabilities, after elimination of any intercompany transactions and balances, in the consolidated balance sheets were as follows (in millions): ####December 31, 2023####December 31, 2022 Assets######## Current assets######## Cash and cash equivalents##$##66##$##68 Accounts receivable, net####13####22 Prepaid expenses and other current assets####361####274 Total current assets####440####364 Solar energy systems, net####3,278####4,060 Other non-current assets####369####404 Total assets##$##4,087##$##4,828 Liabilities######## Current liabilities######## Accrued liabilities and other##$##67##$##69 Deferred revenue####6####10 Current portion of debt and finance leases####1,564####1,013 Total current liabilities####1,637####1,092 Deferred revenue, net of current portion####99####149 Debt and finance leases, net of current portion####2,041####971 Other long-term liabilities####\u2014####3 Total liabilities##$##3,777##$##2,215"}
-{"_id": "TSLA20231507", "title": "TSLA Note 17 \u2013 Related Party Transactions", "text": "In relation to our CEO\u2019s exercise of stock options and sale of common stock from the 2012 CEO Performance Award, Tesla withheld the appropriate amount of taxes. However, given the significant amounts involved, our CEO entered into an indemnification agreement with us in November 2021 for additional taxes owed, if any."}
-{"_id": "TSLA20231509", "title": "TSLA Note 17 \u2013 Related Party Transactions", "text": "Tesla periodically does business with certain entities with which its CEO and directors are affiliated, such as SpaceX and X Corp., in accordance with our Related Person Transactions Policy. Such transactions have not had to date, and are not currently expected to have, a material impact on our consolidated financial statements."}
-{"_id": "TSLA20231519", "title": "TSLA Note 18 \u2013 Segment Reporting and Information about Geographic Areas", "text": "We have two operating and reportable segments: (i) automotive and (ii) energy generation and storage. The automotive segment includes the design, development, manufacturing, sales and leasing of electric vehicles as well as sales of automotive regulatory credits. Additionally, the automotive segment is also comprised of services and other, which includes sales of used vehicles, non-warranty after-sales vehicle services, body shop and parts, paid Supercharging, vehicle insurance revenue and retail merchandise. The energy generation and storage segment includes the design, manufacture, installation, sales and leasing of solar energy generation and energy storage products and related services and sales of solar energy systems incentives. Our CODM does not evaluate operating segments using asset or liability information. The following table presents revenues and gross profit by reportable segment (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Automotive segment############ Revenues##$##90,738##$##77,553##$##51,034 Gross profit##$##16,519##$##20,565##$##13,735 Energy generation and storage segment############ Revenues##$##6,035##$##3,909##$##2,789 Gross profit##$##1,141##$##288##$##(129)"}
-{"_id": "TSLA20231526", "title": "TSLA Note 18 \u2013 Segment Reporting and Information about Geographic Areas", "text": "The following table presents revenues by geographic area based on the sales location of our products (in millions): ########Year Ended December 31,#### ####2023####2022####2021 United States##$##45,235##$##40,553##$##23,973 China####21,745####18,145####13,844 Other international####29,793####22,764####16,006 Total##$##96,773##$##81,462##$##53,823"}
-{"_id": "TSLA20231533", "title": "TSLA Note 18 \u2013 Segment Reporting and Information about Geographic Areas", "text": "The following table presents long-lived assets by geographic area (in millions): ####December 31, 2023####December 31, 2022 United States##$##26,629##$##21,667 Germany####4,258####3,547 China####2,820####2,978 Other international####1,247####845 Total##$##34,954##$##29,037"}
-{"_id": "TSLA20231538", "title": "TSLA Note 18 \u2013 Segment Reporting and Information about Geographic Areas", "text": "The following table presents inventory by reportable segment (in millions): ####December 31, 2023####December 31, 2022 Automotive##$##11,139##$##10,996 Energy generation and storage####2,487####1,843 Total##$##13,626##$##12,839"}
-{"_id": "TSLA20231541", "title": "TSLA Note 19 \u2013 Restructuring and Other", "text": "During the years ended December 31, 2022 and 2021, we recorded $204 million and $101 million, respectively, of impairment losses on digital assets. During the years ended December 31, 2022 and 2021 we also realized gains of $64 million and $128 million, respectively, in connection with converting our holdings of digital assets into fiat currency. We also recorded other expenses of $36 million during the second quarter of the year ended December 31, 2022, related to employee terminations."}
-{"_id": "TSLA20231542", "title": "TSLA Note 19 \u2013 Restructuring and Other", "text": "CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE"}
-{"_id": "TSLA20231543", "title": "TSLA Note 19 \u2013 Restructuring and Other", "text": "None."}
-{"_id": "TSLA20231546", "title": "TSLA Evaluation of Disclosure Controls and Procedures", "text": "Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d). In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that our management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs."}
-{"_id": "TSLA20231547", "title": "TSLA Evaluation of Disclosure Controls and Procedures", "text": "Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of December 31, 2023, our disclosure controls and procedures were designed at a reasonable assurance level and were effective to provide reasonable assurance that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures."}
-{"_id": "TSLA20231549", "title": "TSLA Management\u2019s Report on Internal Control over Financial Reporting", "text": "Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements."}
-{"_id": "TSLA20231550", "title": "TSLA Management\u2019s Report on Internal Control over Financial Reporting", "text": "Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control \u2013 Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d). Our management concluded that our internal control over financial reporting was effective as of December 31, 2023."}
-{"_id": "TSLA20231551", "title": "TSLA Management\u2019s Report on Internal Control over Financial Reporting", "text": "Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2023, as stated in their report which is included herein."}
-{"_id": "TSLA20231553", "title": "TSLA Limitations on the Effectiveness of Controls", "text": "Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements and projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate."}
-{"_id": "TSLA20231556", "title": "TSLA Changes in Internal Control over Financial Reporting", "text": "There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2023, which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting."}
-{"_id": "TSLA20231558", "title": "TSLA OTHER INFORMATION", "text": "None of the Company\u2019s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company\u2019s fiscal quarter ended December 31, 2023, as such terms are defined under Item 408(a) of Regulation S-K, except as follows:"}
-{"_id": "TSLA20231559", "title": "TSLA OTHER INFORMATION", "text": "On October 23, 2023, Robyn Denholm, one of our directors, adopted a Rule 10b5-1 trading arrangement for the potential sale of up to 281,116 shares of our common stock, subject to certain conditions. The trading arrangement covers stock options that expire in August 2024. The arrangement's expiration date is August 16, 2024."}
-{"_id": "TSLA20231560", "title": "TSLA OTHER INFORMATION", "text": "On November 13, 2023, Andrew Baglino, Senior Vice President, Powertrain and Energy Engineering, adopted a Rule 10b5-1 trading arrangement for the potential sale of up to 115,500 shares of our common stock, subject to certain conditions. The arrangement's expiration date is December 31, 2024."}
-{"_id": "TSLA20231563", "title": "TSLA DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS", "text": "Not applicable."}
-{"_id": "TSLA20231565", "title": "TSLA DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE", "text": "The information required by this Item 10 of Form 10-K will be included in our 2024 Proxy Statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for our 2024 Annual Meeting of Stockholders and is incorporated herein by reference. The 2024 Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates."}
-{"_id": "TSLA20231567", "title": "TSLA EXECUTIVE COMPENSATION", "text": "The information required by this Item 11 of Form 10-K will be included in our 2024 Proxy Statement and is incorporated herein by reference."}
-{"_id": "TSLA20231568", "title": "TSLA EXECUTIVE COMPENSATION", "text": "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS"}
-{"_id": "TSLA20231569", "title": "TSLA EXECUTIVE COMPENSATION", "text": "The information required by this Item 12 of Form 10-K will be included in our 2024 Proxy Statement and is incorporated herein by reference."}
-{"_id": "TSLA20231571", "title": "TSLA CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE", "text": "The information required by this Item 13 of Form 10-K will be included in our 2024 Proxy Statement and is incorporated herein by reference."}
-{"_id": "TSLA20231574", "title": "TSLA PRINCIPAL ACCOUNTANT FEES AND SERVICES", "text": "The information required by this Item 14 of Form 10-K will be included in our 2024 Proxy Statement and is incorporated herein by reference."}
-{"_id": "TSLA20231576", "title": "TSLA EXHIBITS AND FINANCIAL STATEMENT SCHEDULES", "text": "1.Financial statements (see Index to Consolidated Financial Statements in Part II, Item 8 of this report)"}
-{"_id": "TSLA20231577", "title": "TSLA EXHIBITS AND FINANCIAL STATEMENT SCHEDULES", "text": "2.All financial statement schedules have been omitted since the required information was not applicable or was not present in amounts sufficient to require submission of the schedules, or because the information required is included in the consolidated financial statements or the accompanying notes"}
-{"_id": "TSLA20231578", "title": "TSLA EXHIBITS AND FINANCIAL STATEMENT SCHEDULES", "text": "3.The exhibits listed in the following Index to Exhibits are filed or incorporated by reference as part of this report"}
-{"_id": "TSLA20231772", "title": "TSLA INDEX TO EXHIBITS", "text": " Exhibit Number########Incorporated by Reference#### ##Exhibit Description##Form##File No.####Exhibit##Filing Date 3.1##Amended and Restated Certificate of Incorporation of the Registrant.##10-K##001-34756####3.1##March 1, 2017 3.2##Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant.##10-K##001-34756####3.2##March 1, 2017 3.3##Amended and Restated Bylaws of the Registrant.##8-K##001-34756####3.1##April 5, 2023 4.1##Specimen common stock certificate of the Registrant.##10-K##001-34756####4.1##March 1, 2017 4.2##Fifth Amended and Restated Investors\u2019 Rights Agreement, dated as of August 31, 2009, between Registrant and certain holders of the Registrant\u2019s capital stock named therein.##S-1##333-164593####4.2##January 29, 2010 4.3##Amendment to Fifth Amended and Restated Investors\u2019 Rights Agreement, dated as of May 20, 2010, between Registrant and certain holders of the Registrant\u2019s capital stock named therein.##S-1/A##333-164593####4.2A##May 27, 2010 4.4##Amendment to Fifth Amended and Restated Investors\u2019 Rights Agreement between Registrant, Toyota Motor Corporation and certain holders of the Registrant\u2019s capital stock named therein.##S-1/A##333-164593####4.2B##May 27, 2010 4.5##Amendment to Fifth Amended and Restated Investor\u2019s Rights Agreement, dated as of June 14, 2010, between Registrant and certain holders of the Registrant\u2019s capital stock named therein.##S-1/A##333-164593####4.2C##June 15, 2010 4.6##Amendment to Fifth Amended and Restated Investor\u2019s Rights Agreement, dated as of November 2, 2010, between Registrant and certain holders of the Registrant\u2019s capital stock named therein.##8-K##001-34756####4.1##November 4, 2010 Exhibit Number########Incorporated by Reference#### ##Exhibit Description##Form##File No.####Exhibit##Filing Date 4.7##Waiver to Fifth Amended and Restated Investor\u2019s Rights Agreement, dated as of May 22, 2011, between Registrant and certain holders of the Registrant\u2019s capital stock named therein.##S-1/A##333-174466####4.2E##June 2, 2011 4.8##Amendment to Fifth Amended and Restated Investor\u2019s Rights Agreement, dated as of May 30, 2011, between Registrant and certain holders of the Registrant\u2019s capital stock named therein.##8-K##001-34756####4.1##June 1, 2011 4.9##Sixth Amendment to Fifth Amended and Restated Investors\u2019 Rights Agreement, dated as of May 15, 2013 among the Registrant, the Elon Musk Revocable Trust dated July 22, 2003 and certain other holders of the capital stock of the Registrant named therein.##8-K##001-34756####4.1##May 20, 2013 4.10##Waiver to Fifth Amended and Restated Investor\u2019s Rights Agreement, dated as of May 14, 2013, between the Registrant and certain holders of the capital stock of the Registrant named therein.##8-K##001-34756####4.2##May 20, 2013 4.11##Waiver to Fifth Amended and Restated Investor\u2019s Rights Agreement, dated as of August 13, 2015, between the Registrant and certain holders of the capital stock of the Registrant named therein.##8-K##001-34756####4.1##August 19, 2015 4.12##Waiver to Fifth Amended and Restated Investors\u2019 Rights Agreement, dated as of May 18, 2016, between the Registrant and certain holders of the capital stock of the Registrant named therein.##8-K##001-34756####4.1##May 24, 2016 4.13##Waiver to Fifth Amended and Restated Investors\u2019 Rights Agreement, dated as of March 15, 2017, between the Registrant and certain holders of the capital stock of the Registrant named therein.##8-K##001-34756####4.1##March 17, 2017 4.14##Waiver to Fifth Amended and Restated Investors\u2019 Rights Agreement, dated as of May 1, 2019, between the Registrant and certain holders of the capital stock of the Registrant named therein.##8-K##001-34756####4.1##May 3, 2019 4.15##Indenture, dated as of May 22, 2013, by and between the Registrant and U.S. Bank National Association.##8-K##001-34756####4.1##May 22, 2013 Exhibit Number########Incorporated by Reference#### ##Exhibit Description##Form##File No.####Exhibit##Filing Date 4.16##Fifth Supplemental Indenture, dated as of May 7, 2019, by and between Registrant and U.S. Bank National Association, related to 2.00% Convertible Senior Notes due May 15, 2024.##8-K##001-34756####4.2##May 8, 2019 4.17##Form of 2.00% Convertible Senior Notes due May 15, 2024 (included in Exhibit 4.16).##8-K##001-34756####4.2##May 8, 2019 4.18##Indenture, dated as of October 15, 2014, between SolarCity and U.S. Bank National Association, as trustee.##S-3ASR(1)##333-199321####4.1##October 15, 2014 4.19##Tenth Supplemental Indenture, dated as of March 9, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.00% Solar Bonds, Series 2015/6-10.##8-K(1)##001-35758####4.3##March 9, 2015 4.20##Eleventh Supplemental Indenture, dated as of March 9, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.75% Solar Bonds, Series 2015/7-15.##8-K(1)##001-35758####4.4##March 9, 2015 4.21##Fifteenth Supplemental Indenture, dated as of March 19, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 4.70% Solar Bonds, Series 2015/C4-10.##8-K(1)##001-35758####4.5##March 19, 2015 4.22##Sixteenth Supplemental Indenture, dated as of March 19, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.45% Solar Bonds, Series 2015/C5-15.##8-K(1)##001-35758####4.6##March 19, 2015 4.23##Twentieth Supplemental Indenture, dated as of March 26, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 4.70% Solar Bonds, Series 2015/C9-10.##8-K(1)##001-35758####4.5##March 26, 2015 4.24##Twenty-First Supplemental Indenture, dated as of March 26, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.45% Solar Bonds, Series 2015/C10-15.##8-K(1)##001-35758####4.6##March 26, 2015 4.25##Twenty-Sixth Supplemental Indenture, dated as of April 2, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 4.70% Solar Bonds, Series 2015/C14-10.##8-K(1)##001-35758####4.5##April 2, 2015 4.26##Thirtieth Supplemental Indenture, dated as of April 9, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 4.70% Solar Bonds, Series 2015/C19-10.##8-K(1)##001-35758####4.5##April 9, 2015 Exhibit Number########Incorporated by Reference#### ##Exhibit Description##Form##File No.####Exhibit##Filing Date 4.27##Thirty-First Supplemental Indenture, dated as of April 9, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.45% Solar Bonds, Series 2015/C20-15.##8-K(1)##001-35758####4.6##April 9, 2015 4.28##Thirty-Fifth Supplemental Indenture, dated as of April 14, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 4.70% Solar Bonds, Series 2015/C24-10.##8-K(1)##001-35758####4.5##April 14, 2015 4.29##Thirty-Sixth Supplemental Indenture, dated as of April 14, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.45% Solar Bonds, Series 2015/C25-15.##8-K(1)##001-35758####4.6##April 14, 2015 4.30##Thirty-Eighth Supplemental Indenture, dated as of April 21, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 4.70% Solar Bonds, Series 2015/C27-10.##8-K(1)##001-35758####4.3##April 21, 2015 4.31##Thirty-Ninth Supplemental Indenture, dated as of April 21, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.45% Solar Bonds, Series 2015/C28-15.##8-K(1)##001-35758####4.4##April 21, 2015 4.32##Forty-Third Supplemental Indenture, dated as of April 27, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 4.70% Solar Bonds, Series 2015/C32-10.##8-K(1)##001-35758####4.5##April 27, 2015 4.33##Forty-Fourth Supplemental Indenture, dated as of April 27, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.45% Solar Bonds, Series 2015/C33-15.##8-K(1)##001-35758####4.6##April 27, 2015 4.34##Forty-Eighth Supplemental Indenture, dated as of May 1, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.00% Solar Bonds, Series 2015/12-10.##8-K(1)##001-35758####4.5##May 1, 2015 4.35##Forty-Ninth Supplemental Indenture, dated as of May 1, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.75% Solar Bonds, Series 2015/13-15.##8-K(1)##001-35758####4.6##May 1, 2015 4.36##Fifty-Second Supplemental Indenture, dated as of May 11, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 4.70% Solar Bonds, Series 2015/C36-10.##8-K(1)##001-35758####4.4##May 11, 2015 Exhibit Number########Incorporated by Reference#### ##Exhibit Description##Form##File No.####Exhibit##Filing Date 4.37##Fifty-Third Supplemental Indenture, dated as of May 11, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.45% Solar Bonds, Series 2015/C37-15.##8-K(1)##001-35758####4.5##May 11, 2015 4.38##Fifty-Seventh Supplemental Indenture, dated as of May 18, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 4.70% Solar Bonds, Series 2015/C40-10.##8-K(1)##001-35758####4.4##May 18, 2015 4.39##Fifty-Eighth Supplemental Indenture, dated as of May 18, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.45% Solar Bonds, Series 2015/C41-15.##8-K(1)##001-35758####4.5##May 18, 2015 4.40##Sixty-First Supplemental Indenture, dated as of May 26, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 4.70% Solar Bonds, Series 2015/C44-10.##8-K(1)##001-35758####4.4##May 26, 2015 4.41##Sixty-Second Supplemental Indenture, dated as of May 26, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.45% Solar Bonds, Series 2015/C45-15.##8-K(1)##001-35758####4.5##May 26, 2015 4.42##Seventieth Supplemental Indenture, dated as of June 16, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 4.70% Solar Bonds, Series 2015/C52-10.##8-K(1)##001-35758####4.4##June 16, 2015 4.43##Seventy-First Supplemental Indenture, dated as of June 16, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.45% Solar Bonds, Series 2015/C53-15.##8-K(1)##001-35758####4.5##June 16, 2015 4.44##Seventy-Fourth Supplemental Indenture, dated as of June 22, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 4.70% Solar Bonds, Series 2015/C56-10.##8-K(1)##001-35758####4.4##June 23, 2015 4.45##Seventy-Fifth Supplemental Indenture, dated as of June 22, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.45% Solar Bonds, Series 2015/C57-15.##8-K(1)##001-35758####4.5##June 23, 2015 4.46##Eightieth Supplemental Indenture, dated as of June 29, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 4.70% Solar Bonds, Series 2015/C61-10.##8-K(1)##001-35758####4.5##June 29, 2015 Exhibit Number########Incorporated by Reference#### ##Exhibit Description##Form##File No.####Exhibit##Filing Date 4.47##Eighty-First Supplemental Indenture, dated as of June 29, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.45% Solar Bonds, Series 2015/C62-15.##8-K(1)##001-35758####4.6##June 29, 2015 4.48##Ninetieth Supplemental Indenture, dated as of July 20, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 4.70% Solar Bonds, Series 2015/C71-10.##8-K(1)##001-35758####4.5##July 21, 2015 4.49##Ninety-First Supplemental Indenture, dated as of July 20, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.45% Solar Bonds, Series 2015/C72-15.##8-K(1)##001-35758####4.6##July 21, 2015 4.50##Ninety-Fifth Supplemental Indenture, dated as of July 31, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.00% Solar Bonds, Series 2015/20-10.##8-K(1)##001-35758####4.5##July 31, 2015 4.51##Ninety-Sixth Supplemental Indenture, dated as of July 31, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.75% Solar Bonds, Series 2015/21-15.##8-K(1)##001-35758####4.6##July 31, 2015 4.52##One Hundred-and-Fifth Supplemental Indenture, dated as of August 10, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 4.70% Solar Bonds, Series 2015/C81-10.##8-K(1)##001-35758####4.5##August 10, 2015 4.53##One Hundred-and-Eleventh Supplemental Indenture, dated as of August 17, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.45% Solar Bonds, Series 2015/C87-15.##8-K(1)##001-35758####4.6##August 17, 2015 4.54##One Hundred-and-Sixteenth Supplemental Indenture, dated as of August 24, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.45% Solar Bonds, Series 2015/C92-15.##8-K(1)##001-35758####4.6##August 24, 2015 4.55##One Hundred-and-Twenty-First Supplemental Indenture, dated as of August 31, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.45% Solar Bonds, Series 2015/C97-15.##8-K(1)##001-35758####4.6##August 31, 2015 4.56##One Hundred-and-Twenty-Eighth Supplemental Indenture, dated as of September 14, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 4.70% Solar Bonds, Series 2015/C101-10.##8-K(1)##001-35758####4.5##September 15, 2015 Exhibit Number########Incorporated by Reference#### ##Exhibit Description##Form##File No.####Exhibit##Filing Date 4.57##One Hundred-and-Twenty-Ninth Supplemental Indenture, dated as of September 14, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.45% Solar Bonds, Series 2015/C102-15.##8-K(1)##001-35758####4.6##September 15, 2015 4.58##One Hundred-and-Thirty-Third Supplemental Indenture, dated as of September 28, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 4.70% Solar Bonds, Series 2015/C106-10.##8-K(1)##001-35758####4.5##September 29, 2015 4.59##One Hundred-and-Thirty-Fourth Supplemental Indenture, dated as of September 28, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.45% Solar Bonds, Series 2015/C107-15.##8-K(1)##001-35758####4.6##September 29, 2015 4.60##One Hundred-and-Thirty-Eighth Supplemental Indenture, dated as of October 13, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 4.70% Solar Bonds, Series 2015/C111-10.##8-K(1)##001-35758####4.5##October 13, 2015 4.61##One Hundred-and-Forty-Third Supplemental Indenture, dated as of October 30, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.00% Solar Bonds, Series 2015/25-10.##8-K(1)##001-35758####4.5##October 30, 2015 4.62##One Hundred-and-Forty-Fourth Supplemental Indenture, dated as of October 30, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.75% Solar Bonds, Series 2015/26-15.##8-K(1)##001-35758####4.6##October 30, 2015 4.63##One Hundred-and-Forty-Eighth Supplemental Indenture, dated as of November 4, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 4.70% Solar Bonds, Series 2015/C116-10.##8-K(1)##001-35758####4.5##November 4, 2015 4.64##One Hundred-and-Fifty-Third Supplemental Indenture, dated as of November 16, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 4.70% Solar Bonds, Series 2015/C121-10.##8-K(1)##001-35758####4.5##November 17, 2015 4.65##One Hundred-and-Fifty-Fourth Supplemental Indenture, dated as of November 16, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.45% Solar Bonds, Series 2015/C122-15.##8-K(1)##001-35758####4.6##November 17, 2015 Exhibit Number########Incorporated by Reference#### ##Exhibit Description##Form##File No.####Exhibit##Filing Date 4.66##One Hundred-and-Fifty-Eighth Supplemental Indenture, dated as of November 30, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 4.70% Solar Bonds, Series 2015/C126-10.##8-K(1)##001-35758####4.5##November 30, 2015 4.67##One Hundred-and-Fifty-Ninth Supplemental Indenture, dated as of November 30, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.45% Solar Bonds, Series 2015/C127-15.##8-K(1)##001-35758####4.6##November 30, 2015 4.68##One Hundred-and-Sixty-Third Supplemental Indenture, dated as of December 14, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 4.70% Solar Bonds, Series 2015/C131-10.##8-K(1)##001-35758####4.5##December 14, 2015 4.69##One Hundred-and-Sixty-Fourth Supplemental Indenture, dated as of December 14, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.45% Solar Bonds, Series 2015/C132-15.##8-K(1)##001-35758####4.6##December 14, 2015 4.70##One Hundred-and-Sixty-Eighth Supplemental Indenture, dated as of December 28, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 4.70% Solar Bonds, Series 2015/C136-10.##8-K(1)##001-35758####4.5##December 28, 2015 4.71##One Hundred-and-Sixty-Ninth Supplemental Indenture, dated as of December 28, 2015, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.45% Solar Bonds, Series 2015/C137-15.##8-K(1)##001-35758####4.6##December 28, 2015 4.72##One Hundred-and-Seventy-Third Supplemental Indenture, dated as of January 29, 2016, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.00% Solar Bonds, Series 2016/4-10.##8-K(1)##001-35758####4.5##January 29, 2016 4.73##One Hundred-and-Seventy-Fourth Supplemental Indenture, dated as of January 29, 2016, by and between SolarCity and the Trustee, related to SolarCity\u2019s 5.75% Solar Bonds, Series 2016/5-15.##8-K(1)##001-35758####4.6##January 29, 2016 4.74##Description of Registrant\u2019s Securities##10-K##001-34756####4.119##February 13, 2020 10.1**##Form of Indemnification Agreement between the Registrant and its directors and officers.##S-1/A##333-164593####10.1##June 15, 2010 10.2**##2003 Equity Incentive Plan.##S-1/A##333-164593####10.2##May 27, 2010 Exhibit Number########Incorporated by Reference#### ##Exhibit Description##Form##File No.####Exhibit##Filing Date 10.3**##Form of Stock Option Agreement under 2003 Equity Incentive Plan.##S-1##333-164593####10.3##January 29, 2010 10.4**##Amended and Restated 2010 Equity Incentive Plan.##10-K##001-34756####10.4##February 23, 2018 10.5**##Form of Stock Option Agreement under 2010 Equity Incentive Plan.##10-K##001-34756####10.6##March 1, 2017 10.6**##Form of Restricted Stock Unit Award Agreement under 2010 Equity Incentive Plan.##10-K##001-34756####10.7##March 1, 2017 10.7**##Amended and Restated 2010 Employee Stock Purchase Plan, effective as of February 1, 2017.##10-K##001-34756####10.8##March 1, 2017 10.8**##2019 Equity Incentive Plan.##S-8##333-232079####4.2##June 12, 2019 10.9**##Form of Stock Option Agreement under 2019 Equity Incentive Plan.##S-8##333-232079####4.3##June 12, 2019 10.10**##Form of Restricted Stock Unit Award Agreement under 2019 Equity Incentive Plan.##S-8##333-232079####4.4##June 12, 2019 10.11**##Employee Stock Purchase Plan, effective as of June 12, 2019.##S-8##333-232079####4.5##June 12, 2019 10.12**##2007 SolarCity Stock Plan and form of agreements used thereunder.##S-1(1)##333-184317####10.2##October 5, 2012 10.13**##2012 SolarCity Equity Incentive Plan and form of agreements used thereunder.##S-1(1)##333-184317####10.3##October 5, 2012 10.14**##2010 Zep Solar, Inc. Equity Incentive Plan and form of agreements used thereunder.##S-8(1)##333-192996####4.5##December 20, 2013 10.15**##Offer Letter between the Registrant and Elon Musk dated October 13, 2008.##S-1##333-164593####10.9##January 29, 2010 10.16**##Performance Stock Option Agreement between the Registrant and Elon Musk dated January 21, 2018.##DEF 14A##001-34756####Appendix A##February 8, 2018 10.17**##Maxwell Technologies, Inc. 2005 Omnibus Equity Incentive Plan, as amended through May 6, 2010##8-K(2)##001-15477####10.1##May 10, 2010 10.18**##Maxwell Technologies, Inc. 2013 Omnibus Equity Incentive Plan##DEF 14A(2)##001-15477####Appendix A##June 2, 2017 10.19##Indemnification Agreement, effective as of June 23, 2020, between Registrant and Elon R. Musk.##10-Q##001-34756####10.4##July 28, 2020 Exhibit Number########Incorporated by Reference#### ##Exhibit Description##Form##File No.####Exhibit##Filing Date 10.20##Indemnification Agreement, dated as of February 27, 2014, by and between the Registrant and J.P. Morgan Securities LLC.##8-K##001-34756####10.1##March 5, 2014 10.21##Form of Call Option Confirmation relating to 1.25% Convertible Senior Notes Due March 1, 2021.##8-K##001-34756####10.3##March 5, 2014 10.22##Form of Warrant Confirmation relating to 1.25% Convertible Senior Notes Due March 1, 2021.##8-K##001-34756####10.5##March 5, 2014 10.23##Form of Call Option Confirmation relating to 2.00% Convertible Senior Notes due May 15, 2024.##8-K##001-34756####10.1##May 3, 2019 10.24##Form of Warrant Confirmation relating to 2.00% Convertible Senior Notes due May 15, 2024.##8-K##001-34756####10.2##May 3, 2019 10.25\u2020##Supply Agreement between Panasonic Corporation and the Registrant dated October 5, 2011.##10-K##001-34756####10.50##February 27, 2012 10.26\u2020##Amendment No. 1 to Supply Agreement between Panasonic Corporation and the Registrant dated October 29, 2013.##10-K##001-34756####10.35A##February 26, 2014 10.27##Agreement between Panasonic Corporation and the Registrant dated July 31, 2014.##10-Q##001-34756####10.1##November 7, 2014 10.28\u2020##General Terms and Conditions between Panasonic Corporation and the Registrant dated October 1, 2014.##8-K##001-34756####10.2##October 11, 2016 10.29##Letter Agreement, dated as of February 24, 2015, regarding addition of co-party to General Terms and Conditions, Production Pricing Agreement and Investment Letter Agreement between Panasonic Corporation and the Registrant.##10-K##001-34756####10.25A##February 24, 2016 10.30\u2020##Amendment to Gigafactory General Terms, dated March 1, 2016, by and among the Registrant, Panasonic Corporation and Panasonic Energy Corporation of North America.##8-K##001-34756####10.1##October 11, 2016 10.31\u2020\u2020##Amended and Restated General Terms and Conditions for Gigafactory, entered into on June 10, 2020, by and among Registrant, Tesla Motors Netherlands B.V., Panasonic Corporation and Panasonic Corporation of North America.##10-Q##001-34756####10.2##July 28, 2020 10.32\u2020##Production Pricing Agreement between Panasonic Corporation and the Registrant dated October 1, 2014.##10-Q##001-34756####10.3##November 7, 2014 Exhibit Number########Incorporated by Reference#### ##Exhibit Description##Form##File No.####Exhibit##Filing Date 10.33\u2020##Investment Letter Agreement between Panasonic Corporation and the Registrant dated October 1, 2014.##10-Q##001-34756####10.4##November 7, 2014 10.34##Amendment to Gigafactory Documents, dated April 5, 2016, by and among the Registrant, Panasonic Corporation, Panasonic Corporation of North America and Panasonic Energy Corporation of North America.##10-Q##001-34756####10.2##May 10, 2016 10.35\u2020\u2020##2019 Pricing Agreement (Japan Cells) with respect to 2011 Supply Agreement, executed September 20, 2019, by and among the Registrant, Tesla Motors Netherlands B.V., Panasonic Corporation and SANYO Electric Co., Ltd.##10-Q##001-34756####10.6##October 29, 2019 10.36\u2020\u2020##2020 Pricing Agreement (Gigafactory 2170 Cells), entered into on June 9, 2020, by and among Registrant, Tesla Motors Netherlands B.V., Panasonic Corporation and Panasonic Corporation of North America.##10-Q##001-34756####10.3##July 28, 2020 10.37\u2020\u2020##2021 Pricing Agreement (Japan Cells) with respect to 2011 Supply Agreement, executed December 29, 2020, by and among the Registrant, Tesla Motors Netherlands B.V., Panasonic Corporation of North America and SANYO Electric Co., Ltd.##10-K##001-34756####10.39##February 8, 2021 10.38\u2020\u2020##Amended and Restated Factory Lease, executed as of March 26, 2019, by and between the Registrant and Panasonic Energy North America, a division of Panasonic Corporation of North America, as tenant.##10-Q##001-34756####10.3##July 29, 2019 10.39\u2020\u2020##Lease Amendment, executed September 20, 2019, by and among the Registrant, Panasonic Corporation of North America, on behalf of its division Panasonic Energy of North America, with respect to the Amended and Restated Factory Lease, executed as of March 26, 2019.##10-Q##001-34756####10.7##October 29, 2019 10.40\u2020\u2020##Second Lease Amendment, entered into on June 9, 2020, by and between the Registrant and Panasonic Energy of North America, a division of Panasonic Corporation of North America, with respect to the Amended and Restated Factory Lease dated January 1, 2017.##10-Q##001-34756####10.1##July 28, 2020 Exhibit Number########Incorporated by Reference#### ##Exhibit Description##Form##File No.####Exhibit##Filing Date 10.41##Amendment and Restatement in respect of ABL Credit Agreement, dated as of March 6, 2019, by and among certain of the Registrant\u2019s and Tesla Motors Netherlands B.V.\u2019s direct or indirect subsidiaries from time to time party thereto, as borrowers, Wells Fargo Bank, National Association, as documentation agent, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc. and Bank of America, N.A., as syndication agents, the lenders from time to time party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent.##S-4/A##333-229749####10.68##April 3, 2019 10.42##First Amendment to Amended and Restated ABL Credit Agreement, dated as of December 23, 2020, in respect of the Amended and Restated ABL Credit Agreement, dated as of March 6, 2019, by and among certain of the Registrant\u2019s and Tesla Motors Netherlands B.V.\u2019s direct or indirect subsidiaries from time to time party thereto, as borrowers, Wells Fargo Bank, National Association, as documentation agent, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc. and Bank of America, N.A., as syndication agents, the lenders from time to time party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent.##10-K##001-34756####10.44##February 8, 2021 10.43\u2020##Agreement for Tax Abatement and Incentives, dated as of May 7, 2015, by and between Tesla Motors, Inc. and the State of Nevada, acting by and through the Nevada Governor\u2019s Office of Economic Development.##10-Q##001-34756####10.1##August 7, 2015 10.44##Purchase Agreement, dated as of August 11, 2017, by and among the Registrant, SolarCity and Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC as representatives of the several initial purchasers named therein.##8-K##001-34756####10.1##August 23, 2017 10.45##Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of September 2, 2014, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, Inc.##10-Q(1)##001-35758####10.16##November 6, 2014 Exhibit Number########Incorporated by Reference#### ##Exhibit Description##Form##File No.####Exhibit##Filing Date 10.46##First Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of October 31, 2014, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, Inc.##10-K(1)##001-35758####10.16a##February 24, 2015 10.47##Second Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of December 15, 2014, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, Inc.##10-K(1)##001-35758####10.16b##February 24, 2015 10.48##Third Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of February 12, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, Inc.##10-Q(1)##001-35758####10.16c##May 6, 2015 10.49##Fourth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of March 30, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, Inc.##10-Q(1)##001-35758####10.16d##May 6, 2015 10.50##Fifth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of June 30, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC.##10-Q(1)##001-35758####10.16e##July 30, 2015 10.51##Sixth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of September 1, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC.##10-Q(1)##001-35758####10.16f##October 30, 2015 Exhibit Number########Incorporated by Reference#### ##Exhibit Description##Form##File No.####Exhibit##Filing Date 10.52##Seventh Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of October 9, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC.##10-Q(1)##001-35758####10.16g##October 30, 2015 10.53##Eighth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of October 26, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC.##10-Q(1)##001-35758####10.16h##October 30, 2015 10.54##Ninth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of December 9, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC.##10-K(1)##001-35758####10.16i##February 10, 2016 10.55##Tenth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of March 31, 2017, by and between The Research Foundation For The State University of New York, on behalf of the Colleges of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC.##10-Q##001-34756####10.8##May 10, 2017 10.56##Eleventh Amendment to Amended and Restated Agreement for Research & Development Alliance on Triex Module Technology, effective as of July 22, 2020, among the Research Foundation for the State University of New York, Silevo, LLC and Tesla Energy Operations, Inc.##10-Q##001-34756####10.6##July 28, 2020 10.57##Twelfth Amendment to Amended and Restated Agreement for Research & Development Alliance on Triex Module Technology, effective as of May 1, 2021, among the Research Foundation for the State University of New York, Silevo, LLC and Tesla Energy Operations, Inc.##10-Q##001-34756####10.1##October 25, 2021 Exhibit Number########Incorporated by Reference#### ##Exhibit Description##Form##File No.####Exhibit##Filing Date 10.58\u2020\u2020##Grant Contract for State-Owned Construction Land Use Right, dated as of October 17, 2018, by and between Shanghai Planning and Land Resource Administration Bureau, as grantor, and Tesla (Shanghai) Co., Ltd., as grantee (English translation).##10-Q##001-34756####10.2##July 29, 2019 10.59##Credit Agreement, dated as of January 20, 2023, among Tesla, Inc., the Lenders and Issuing Banks from time to time party thereto, Citibank, N.A., as Administrative Agent and Deutsche Bank Securities, Inc., as Syndication Agent##10-K##001-34756####10.59##January 31, 2023 21.1##List of Subsidiaries of the Registrant##\u2014##\u2014####\u2014##\u2014 23.1##Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm##\u2014##\u2014####\u2014##\u2014 31.1##Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Executive Officer##\u2014##\u2014####\u2014##\u2014 31.2##Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Financial Officer##\u2014##\u2014####\u2014##\u2014 32.1*##Section 1350 Certifications##\u2014##\u2014####\u2014##\u2014 97##Tesla, Inc. Clawback Policy##\u2014##\u2014####\u2014##\u2014 101.INS##Inline XBRL Instance Document##\u2014##\u2014####\u2014##\u2014 101.SCH##Inline XBRL Taxonomy Extension Schema Document##\u2014##\u2014####\u2014##\u2014 101.CAL##Inline XBRL Taxonomy Extension Calculation Linkbase Document.##\u2014##\u2014####\u2014##\u2014 101.DEF##Inline XBRL Taxonomy Extension Definition Linkbase Document##\u2014##\u2014####\u2014##\u2014 101.LAB##Inline XBRL Taxonomy Extension Label Linkbase Document##\u2014##\u2014####\u2014##\u2014 101.PRE##Inline XBRL Taxonomy Extension Presentation Linkbase Document##\u2014##\u2014####\u2014##\u2014 104##Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)##########"}
-{"_id": "TSLA20231778", "title": "TSLA \u2020Confidential treatment has been requested for portions of this exhibit (1)Indicates a filing of SolarCity", "text": "\u2020\u2020Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)."}
-{"_id": "TSLA20231779", "title": "TSLA \u2020Confidential treatment has been requested for portions of this exhibit (1)Indicates a filing of SolarCity", "text": "(2)Indicates a filing of Maxwell Technologies, Inc."}
-{"_id": "TSLA20231782", "title": "TSLA SUMMARY", "text": "None."}
-{"_id": "TSLA20231789", "title": "TSLA SIGNATURES", "text": "Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ##Tesla, Inc. Date: January 26, 2024##/s/ Elon Musk ##Elon Musk ##Chief Executive Officer ##(Principal Executive Officer)"}
-{"_id": "TSLA20231809", "title": "TSLA SIGNATURES", "text": "Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature##Title##Date /s/ Elon Musk##Chief Executive Officer and Director (Principal Executive Officer)##January 26, 2024 Elon Musk#### /s/ Vaibhav Taneja##Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer )##January 26, 2024 Vaibhav Taneja#### /s/ Robyn Denholm##Director##January 26, 2024 Robyn Denholm#### /s/ Ira Ehrenpreis##Director##January 26, 2024 Ira Ehrenpreis#### /s/ Joseph Gebbia##Director##January 26, 2024 Joseph Gebbia#### /s/ James Murdoch##Director##January 26, 2024 James Murdoch#### /s/ Kimbal Musk##Director##January 26, 2024 Kimbal Musk#### /s/ JB Straubel##Director##January 26, 2024 JB Straubel#### /s/ Kathleen Wilson-Thompson##Director##January 26, 2024 Kathleen Wilson-Thompson####"}
-{"_id": "NFLX20230004", "title": "NFLX Forward-Looking Statements", "text": "This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding: our core strategy; our ability to improve our content offerings and service; our future financial performance, including expectations regarding revenues, deferred revenue, operating income and margin, net income, expenses, and profitability; liquidity, including the sufficiency of our capital resources, net cash provided by (used in) operating activities, access to financing sources, and free cash flows; capital allocation strategies, including any stock repurchases or repurchase programs; seasonality; stock price volatility; impact of foreign exchange rate fluctuations, including on net income, revenues and average revenues per paying member; impact of interest rate fluctuations; adequacy of existing facilities; future regulatory changes and their impact on our business; intellectual property; price changes and testing; accounting treatment for changes related to content assets; acquisitions; actions by competitors; membership growth, including impact of content and pricing changes on membership growth; partnerships; advertising; multi-household usage; member viewing patterns; dividends; future contractual obligations, including unknown content obligations and timing of payments; our global content and marketing investments, including investments in original programming; impact of work stoppages; content amortization; resolutions of tax examinations; tax expense; unrecognized tax benefits; deferred tax assets; our ability to effectively manage change and growth; our company culture; and our ability to attract and retain qualified employees and key personnel. These forward-looking statements are subject to risks and uncertainties that could cause actual results and events to differ. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included throughout this filing and particularly in Item 1A: \"Risk Factors\" section set forth in this Annual Report on Form 10-K. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to revise or publicly release any revision to any such forward-looking statement, except as may otherwise be required by law."}
-{"_id": "NFLX20230006", "title": "NFLX ABOUT US", "text": "Netflix, Inc. (\u201cNetflix\u201d, \u201cthe Company\u201d, \u201cregistrant\u201d, \u201cwe\u201d, or \u201cus\u201d) is one of the world\u2019s leading entertainment services with over 260 million paid memberships in over 190 countries enjoying TV series, films and games across a wide variety of genres and languages. Members can play, pause and resume watching as much as they want, anytime, anywhere, and can change their plans at any time."}
-{"_id": "NFLX20230007", "title": "NFLX ABOUT US", "text": "Our core strategy is to grow our business globally within the parameters of our operating margin target. We strive to continuously improve our members' experience by offering compelling content that delights them and attracts new members. We seek to drive conversation around our content to further enhance member joy, and we are continuously enhancing our user interface to help our members more easily choose content that they will find enjoyable."}
-{"_id": "NFLX20230009", "title": "NFLX BUSINESS SEGMENTS", "text": "We operate as one operating segment. Our revenues are primarily derived from monthly membership fees for services related to streaming content to our members. See Note 12, Segment and Geographic Information, in the accompanying notes to our consolidated financial statements for further detail."}
-{"_id": "NFLX20230011", "title": "NFLX COMPETITION", "text": "The market for entertainment video is intensely competitive and subject to rapid change. We compete with a broad set of activities for consumers\u2019 leisure time, including other entertainment video providers, such as linear TV, streaming entertainment providers (including those that provide pirated content), video gaming providers and more broadly against other sources of entertainment, like social media, that our members could choose in their moments of free time. We also compete against entertainment video providers and content producers in obtaining content for our service, both for licensed content and for original content projects."}
-{"_id": "NFLX20230012", "title": "NFLX COMPETITION", "text": "While consumers may maintain simultaneous relationships with multiple entertainment sources, we strive for consumers to choose us in their moments of free time. We have often referred to this choice as our objective of \"winning moments of truth.\" In attempting to win these moments of truth with our members, we seek to continually improve our service, including both our technology and our content offerings."}
-{"_id": "NFLX20230015", "title": "NFLX SEASONALITY", "text": "Our membership growth exhibits a seasonal pattern that reflects variations when consumers buy internet-connected screens and when they tend to increase their viewing. Historically, the fourth quarter represents our greatest streaming membership growth. In addition, our membership growth can be impacted by our content release schedule and changes to pricing and plans."}
-{"_id": "NFLX20230017", "title": "NFLX INTELLECTUAL PROPERTY", "text": "We regard our trademarks, service marks, copyrights, patents, domain names, trade dress, trade secrets, proprietary technologies and similar intellectual property as important to our success. We use a combination of patent, trademark, copyright and trade secret laws and confidentiality agreements to protect our proprietary intellectual property. Our intellectual property rights extend to our technology, business processes and the content we produce and distribute through our service. We use the intellectual property of third parties in creating some of our content, merchandising our products and marketing our service. Our ability to provide our members with content they can watch depends on studios, content providers and other rights holders licensing rights, including distribution rights, to such content and certain related elements thereof, such as the public performance of music contained within the content we distribute. The license periods and the terms and conditions of such licenses vary. Our ability to protect and enforce our intellectual property rights is subject to certain risks and from time to time we encounter disputes over rights and obligations concerning intellectual property. We cannot provide assurance that we will prevail in any intellectual property disputes."}
-{"_id": "NFLX20230019", "title": "NFLX REGULATION", "text": "The media landscape and the internet delivery of content have seen growing regulatory action. Historically, media has been highly regulated in many countries. We are seeing some of these legacy regulatory frameworks be updated and expanded to address services like ours. In particular, we are seeing some countries update their cultural support legislation to include services like Netflix. This includes content quotas, levies and investment obligations. Some even restrict the extent of ownership rights we can have both in our service and in our content. In certain countries, regulators are also looking at restrictions that could require formal reviews of and/or adjustments to content that appears on our service in their country. In general these regulations impact all services and may make operating in certain jurisdictions more expensive or restrictive as to the content offerings we may provide."}
-{"_id": "NFLX20230021", "title": "NFLX HUMAN CAPITAL", "text": "We view our employees and our culture as key to our success. As of December 31, 2023, we had approximately 13,000 full-time employees. Of these, approximately 9,000 (69%) were located in the United States and Canada, 2,000 (15%) in Europe, Middle East, and Africa, 500 (4%) in Latin America and 1,500 (12%) in Asia-Pacific. We also have a number of employees engaged in content production, some of whom are part-time or temporary, and whose numbers fluctuate throughout the year. We believe a critical component of our success is our company culture. This culture, which is detailed in a \"Culture Memo\" located on our website, is often described as providing a unique environment for our associates to perform the best work of their lives in pursuit of excellence. We aim to attract and retain great people - representing a diverse array of perspectives and skills - to work together as a dream team. We empower all of our employees so that they can have significant impact and input into decision-making; each employee has a high degree of freedom and power to make the decisions and take actions in the best interest of the company in carrying out their role. In return, our employees are responsible and accountable for those decisions and actions. With this approach, we believe we are a more flexible, fun, stimulating, creative, collaborative and successful organization."}
-{"_id": "NFLX20230022", "title": "NFLX HUMAN CAPITAL", "text": "As we have expanded our offices globally, our company culture remains an important aspect of our operations. We are mindful of cultural differences across and within regions. Fostering a work environment that is culturally diverse, inclusive and equitable is a major focus for us. We work to build diversity, inclusion and equity into all aspects of our operations globally, with the goal of having diversity and inclusion function as a critical lens through which each Netflix employee carries out their role. We want more people and cultures to see themselves reflected on screen - so it\u2019s important that our employee base is diverse and represents the communities we serve. We look to help increase representation by training our recruiters on how to hire more inclusively, and to help the company and senior leaders diversify their networks. We also support numerous employee resource groups (ERGs), representing employees and allies from a broad array of historically underrepresented and/or marginalized communities. We publish annually an update on our inclusion initiatives and progress, which further highlights our approach to diversity and inclusion, and publish our EEO-1 reports on our website."}
-{"_id": "NFLX20230024", "title": "NFLX HUMAN CAPITAL", "text": "We believe in fostering great leaders. We offer programs, such as seminars and lectures, that are designed to equip our leaders (officers, VPs, people managers and director and senior manager-level employees) to lead the business and our teams in alignment with our expectations and strategic goals. We have built a portfolio of programs under three foundational pillars - great company, great leaders, and great human beings - which we believe support our current and future success. We also offer programs and workshops to provide skills and coaching to employees on a variety of topics, such as leading and inspiring"}
-{"_id": "NFLX20230025", "title": "NFLX HUMAN CAPITAL", "text": "teams. We believe this focus helps our employees grow as leaders and well-rounded individuals, and better positions Netflix to operate our global business of providing compelling content to entertain the world."}
-{"_id": "NFLX20230026", "title": "NFLX HUMAN CAPITAL", "text": "We aim to generally pay our employees at the top of their personal market, and they generally are able to choose the form of their compensation between cash and stock options. This permits employee compensation to be highly personalized and reflective of each employee's individual needs and preferences. We conduct pay equity analyses at least annually, and have adopted practices to help ensure that employees from underrepresented groups are not being underpaid based on gender (globally) and race (U.S.) relative to others doing the same or similar work under comparable circumstances. We aim to rectify any pay gaps that we find through this analysis."}
-{"_id": "NFLX20230027", "title": "NFLX HUMAN CAPITAL", "text": "We care about the health and well-being of our employees and their families and provide a variety of benefit programs based on region, including health benefits. In the U.S., employees generally receive an annual cash health benefit allowance that they may allocate to medical, dental and vision premiums in a way that makes sense for them. Employees have access to a host of other benefits, including mental health, childcare, family planning and a company match for charitable donations."}
-{"_id": "NFLX20230028", "title": "NFLX HUMAN CAPITAL", "text": "We believe that our approach to human capital resources has been instrumental in our growth, and has made Netflix a desirable destination for employees."}
-{"_id": "NFLX20230030", "title": "NFLX OTHER INFORMATION", "text": "We maintain a website at www.netflix.com. The contents of our website are not incorporated in, or otherwise to be regarded as part of, this Annual Report on Form 10-K. We make available, free of charge on our website, access to our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the \"Exchange Act\"), as soon as reasonably practicable after we file or furnish them electronically with the Securities and Exchange Commission (\"SEC\")."}
-{"_id": "NFLX20230032", "title": "NFLX OTHER INFORMATION", "text": "Investors and others should note that we announce material financial and other information to our investors using our investor relations website (ir.netflix.net), SEC filings, press releases, public conference calls and webcasts. We use these channels as well as social media and blogs to communicate with our members and the public about our company, our services and other issues. It is possible that the information we post on social media and blogs could be deemed to be material information. Therefore, we encourage investors, the media, and others interested in our company to review the information we post on the social media channels and blogs listed on our investor relations website."}
-{"_id": "NFLX20230034", "title": "NFLX Factors", "text": "If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. In that case, the trading price of our common stock could decline, and you could lose all or part of your investment."}
-{"_id": "NFLX20230036", "title": "NFLX Risks Related to Our Business", "text": "If our efforts to attract and retain members are not successful, our business will be adversely affected."}
-{"_id": "NFLX20230037", "title": "NFLX Risks Related to Our Business", "text": "We must continually add new members both to replace canceled memberships and to grow our business beyond our current membership base. Our penetration and growth rates have fluctuated and vary across the jurisdictions where we provide our service. In countries where we have been operating for many years or where we are highly penetrated, our membership growth is slower than in newer or less penetrated countries. Our ability to continue to attract and retain members will depend in part on our ability to consistently provide our members in countries around the globe with compelling content choices that keep our members engaged with our service, effectively drive conversation around our content and service, as well as provide a quality experience for choosing and enjoying TV series, films and games. Furthermore, the relative service levels, content offerings, pricing and related features of competitors to our service may adversely impact our ability to attract and retain members. Competitors include other entertainment video providers, such as linear television, and streaming entertainment providers (including those that provide pirated content), video gaming providers, as well as user-generated content, and more broadly other sources of entertainment that our members could choose in their moments of free time."}
-{"_id": "NFLX20230038", "title": "NFLX Risks Related to Our Business", "text": "Members cancel our service for many reasons, including a perception that they do not use the service sufficiently, that they need to cut household expenses, dissatisfaction with content, a preference for competitive services and customer service issues that they believe are not satisfactorily resolved. Membership growth is also impacted by seasonality, with the fourth quarter historically representing our greatest growth, as well as the timing of our content release schedules. Adverse macroeconomic conditions, including inflation, may also adversely impact our ability to attract and retain members. If we do not grow as expected, given, in particular, that our content costs are largely fixed in nature, we may not be able to adjust our expenditures or increase our (per membership) revenues, including by adjusting membership pricing, commensurate with the lowered growth rate such that our margins, liquidity and results of operations may be adversely impacted. If we are unable to successfully compete with current and new competitors in providing compelling content, retaining our existing members and attracting new members, our business will be adversely affected."}
-{"_id": "NFLX20230039", "title": "NFLX Risks Related to Our Business", "text": "If we do not continuously provide value to our members, including making improvements to our service in a manner that is favorably received by them, our revenue, results of operations and business will be adversely affected."}
-{"_id": "NFLX20230040", "title": "NFLX Risks Related to Our Business", "text": "If consumers do not perceive our service offering to be of value, including if we introduce new or adjust existing features, adjust pricing or service offerings, or change the mix of content in a manner that is not favorably received by them, we may not be able to attract and retain members, and accordingly, our revenue, including revenue per paying membership, and results of operations may be adversely affected. We have recently expanded our entertainment video offering to include games. If our efforts to develop and offer games are not valued by our current and future members, our ability to attract and retain members may be negatively impacted. We may also seek to extend our business into new products and services to help drive growth. For example, we are expanding our offering of consumer products and live experiences. To the extent we cannot successfully find and develop new products and services to help drive growth, our future results of operations and growth may be adversely impacted."}
-{"_id": "NFLX20230041", "title": "NFLX Risks Related to Our Business", "text": "We have and may, from time to time, adjust our membership pricing, our membership plans, or our pricing model itself. For example, we introduced a new, lower-priced ad-supported subscription plan. Similarly, we have increased enforcement of and will continue to enforce our terms of use to limit multi-household usage and shared viewing outside of a household. These and other adjustments we make may not be well-received by consumers, and could negatively impact our ability to attract and retain members, revenues per paying membership, revenue and our results of operations. In addition, many of our members rejoin our service or originate from word-of-mouth advertising from existing members. If our efforts to satisfy our existing members or adjustments to our service are not successful, we may not be able to attract or retain members, and as a result, our ability to maintain and/or grow our business will be adversely affected."}
-{"_id": "NFLX20230042", "title": "NFLX Risks Related to Our Business", "text": "Changes in competitive offerings for entertainment video could adversely impact our business."}
-{"_id": "NFLX20230044", "title": "NFLX Risks Related to Our Business", "text": "The market for entertainment is intensely competitive and subject to rapid change. Through new and existing distribution channels, consumers have increasing options to access entertainment video. The various economic models underlying these channels include subscription, transactional, ad-supported and piracy-based models. All of these have the potential to capture"}
-{"_id": "NFLX20230045", "title": "NFLX Risks Related to Our Business", "text": "meaningful segments of the entertainment video market. Traditional providers of entertainment video, including broadcasters and cable network operators, as well as internet based e-commerce or entertainment video providers are increasing their streaming video offerings. Several of these competitors have long operating histories, large customer bases, strong brand recognition, exclusive rights to certain content, large content libraries, and significant financial, marketing and other resources. They may offer more compelling content or secure better terms from suppliers, adopt more aggressive pricing and devote more resources to product development, technology, infrastructure, content acquisitions and marketing. New entrants may enter the market or existing providers may adjust their services with unique offerings or approaches to providing entertainment video. In addition, new technological developments, including the development and use of generative artificial intelligence, are rapidly evolving. If our competitors gain an advantage by using such technologies, our ability to compete effectively and our results of operations could be adversely impacted. Companies also may enter into business combinations or alliances that strengthen their competitive positions. Piracy also threatens to damage our business, as its fundamental proposition to consumers is so compelling and difficult to compete against: virtually all content for free. In light of the compelling consumer proposition, piracy services are subject to rapid global growth, and our efforts to prevent that growth may be insufficient. If we are unable to successfully or profitably compete with current and new competitors, our business will be adversely affected, and we may not be able to increase or maintain market share, revenues or profitability."}
-{"_id": "NFLX20230046", "title": "NFLX Risks Related to Our Business", "text": "We face risks, such as unforeseen costs and potential liability in connection with content we acquire, produce, license and/or distribute through our service."}
-{"_id": "NFLX20230047", "title": "NFLX Risks Related to Our Business", "text": "As a producer and distributor of content, we face potential liability for negligence, copyright and trademark infringement, or other claims based on the nature and content of materials that we acquire, produce, license and/or distribute. We also may face potential liability for content used in promoting our service, including marketing materials. We devote significant resources toward the development, production, marketing and distribution of original programming, including TV series, documentaries, feature films and games. We believe that original and exclusive programming can help differentiate our service from other offerings, enhance our brand and otherwise attract and retain members. To the extent our programming does not meet our expectations, in particular, in terms of costs, viewing and popularity, our business, including our brand and results of operations may be adversely impacted. As a content producer, we are responsible for production costs and other expenses, such as ongoing guild payments, and take on risks associated with production, such as completion and key talent risk. Further, negotiations or renewals related to entertainment industry collective bargaining agreements have, and in the future, could negatively impact timing and costs associated with our productions. We contract with third parties related to the development, production, marketing and distribution of our original programming. We may face potential liability or may suffer significant losses in connection with these arrangements, including but not limited to if such third parties violate applicable law, become insolvent or engage in fraudulent behavior. To the extent we create and sell physical or digital merchandise relating to our programming, and/or license such rights to third parties, we could become subject to product liability, intellectual property or other claims related to such merchandise. We may decide to remove content from our service, not to place licensed or produced content on our service or discontinue or alter production of original content if we believe such content might not be well received by our members, is prohibited by law, or could be damaging to our brand or business."}
-{"_id": "NFLX20230048", "title": "NFLX Risks Related to Our Business", "text": "To the extent we do not accurately anticipate costs or mitigate risks, including for content that we obtain but ultimately does not appear on or is removed from our service, or if we become liable for content we acquire, produce, license and/or distribute, our business may suffer. Litigation to defend these claims could be costly and the expenses and damages arising from any liability or unforeseen production risks could harm our results of operations. We may not be indemnified against claims or costs of these types and we may not have insurance coverage for these types of claims."}
-{"_id": "NFLX20230049", "title": "NFLX Risks Related to Our Business", "text": "If we are not able to manage change and growth, our business could be adversely affected."}
-{"_id": "NFLX20230051", "title": "NFLX Risks Related to Our Business", "text": "We are expanding our operations internationally, scaling our streaming service to effectively and reliably handle anticipated growth in both members and features related to our services, such as introducing games and advertising on our service, as well as offering live programming and expanding our consumer products and experiences. We are also scaling our own studio operations to produce original content, including through acquisitions such as Scanline and Animal Logic. As our international offering evolves, we are managing and adjusting our business to address varied content offerings, consumer customs and practices, in particular those dealing with e-commerce and streaming video, as well as differing legal and regulatory environments. As we scale our streaming service and introduce new features such as our new ad-supported subscription plan, we are developing technology and utilizing third-party \u201ccloud\u201d computing, technology and other services. As we scale our content production, including games, and introduce new features, such as live programming and expand our consumer products and experience offerings, we are building out expertise in a number of disciplines, including creative, marketing, legal, finance, licensing, merchandising and other resources, which requires significant resources and management attention. Further, we may expand our content and service offerings in a manner that is not well received by consumers. As we grow our operations, we may face integration and operational challenges as well as potential unknown liabilities and reputational concerns in connection with partners we work with or companies we may acquire or control. If we are not able to"}
-{"_id": "NFLX20230052", "title": "NFLX Risks Related to Our Business", "text": "manage the growing complexity of our business, including improving, refining or revising our corporate culture, as well as our systems and operational practices related to our streaming operations and original content, our business may be adversely affected."}
-{"_id": "NFLX20230053", "title": "NFLX Risks Related to Our Business", "text": "If we fail to maintain a positive reputation concerning our service and the content we offer, we may not be able to attract or retain members, we may face regulatory scrutiny and our operating results may be adversely affected."}
-{"_id": "NFLX20230054", "title": "NFLX Risks Related to Our Business", "text": "We believe that a positive reputation concerning our service is important in attracting and retaining members. To the extent our content, in particular, our original programming, is perceived as low quality, offensive or otherwise not compelling to consumers, our ability to establish and maintain a positive reputation may be adversely impacted. To the extent our content is deemed controversial or offensive by government regulators, we may face direct or indirect retaliatory action or behavior, including being required to remove such content from our service, our entire service could be banned and/or become subject to heightened regulatory scrutiny across our business and operations. We could also face boycotts which could adversely affect our business. Furthermore, to the extent our response to government action or our marketing, customer service and public relations efforts are not effective or result in negative reaction, our ability to establish and maintain a positive reputation may likewise be adversely impacted. There is an increasing focus from regulators, investors, members and other stakeholders on environmental, social, and governance (\u201cESG\u201d) matters, both in the United States and internationally, including the adoption of new disclosure and regulatory frameworks. To the extent the content we distribute and the manner in which we produce content creates ESG related concerns, our reputation may be harmed."}
-{"_id": "NFLX20230055", "title": "NFLX Risks Related to Our Business", "text": "Our business could be adversely impacted by costs and challenges associated with strategic acquisitions and investments."}
-{"_id": "NFLX20230056", "title": "NFLX Risks Related to Our Business", "text": "From time to time, we acquire or invest in businesses, content, and technologies that support our business. The risks associated with such acquisitions or investments (some of which may be unforeseen) include the difficulty of integrating solutions, operations, and personnel; inheriting liabilities and exposure to litigation; failure to realize anticipated benefits and expected synergies; and diversion of management\u2019s time and attention, among other acquisition-related risks."}
-{"_id": "NFLX20230057", "title": "NFLX Risks Related to Our Business", "text": "We may not be successful in overcoming such risks, and such acquisitions and investments may negatively impact our business. In addition, if we do not complete an announced acquisition transaction or integrate an acquired business successfully and in a timely manner, we may not realize the benefits of the acquisition to the extent anticipated. Acquisitions and investments may contribute to fluctuations in our quarterly financial results. These fluctuations could arise from transaction-related costs and charges associated with eliminating redundant expenses or write-offs of impaired assets recorded in connection with acquisitions and investments, and could negatively impact our financial results."}
-{"_id": "NFLX20230058", "title": "NFLX Risks Related to Our Business", "text": "We rely upon a number of partners to make our service available on their devices."}
-{"_id": "NFLX20230059", "title": "NFLX Risks Related to Our Business", "text": "We currently offer members the ability to receive streaming content through a host of internet-connected devices, including TVs, digital video players, TV set-top boxes and mobile devices. We have agreements with various cable, satellite and telecommunications operators to make our service available through the TV set-top boxes of these service providers, some of which compete directly with us or have investments in competing streaming content providers. In many instances, our agreements also include provisions by which the partner bills consumers directly for the Netflix service or otherwise offers services or products in connection with offering our service. If partners or other providers do a better job of connecting consumers with content they want to watch, for example through multi-service discovery interfaces, our service may be adversely impacted. We intend to continue to broaden our relationships with existing partners and to increase our capability to stream TV series and films and offer games to other platforms and partners over time. If we are not successful in maintaining existing and creating new relationships, or if we encounter technological, content licensing, regulatory, business or other impediments to delivering our streaming content to our members via these devices, our ability to retain members and grow our business could be adversely impacted."}
-{"_id": "NFLX20230061", "title": "NFLX Risks Related to Our Business", "text": "Our agreements with our partners are typically between one and three years in duration and our business could be adversely affected if, upon expiration, a number of our partners do not continue to provide access to our service or are unwilling to do so on terms acceptable to us, which terms may include the degree of accessibility and prominence of our service. Furthermore, devices are manufactured and sold by entities other than Netflix and while these entities should be responsible for the devices\u2019 performance, the connection between these devices and our service may nonetheless result in consumer dissatisfaction toward us and such dissatisfaction could result in claims against us or otherwise adversely impact our business. In addition, technology changes to our streaming functionality may require that partners update their devices, or may lead to us to stop supporting the delivery of our service on certain legacy devices. If partners do not update or otherwise modify their devices, or if we discontinue support for certain devices, our service and our members' use and enjoyment could be negatively impacted."}
-{"_id": "NFLX20230062", "title": "NFLX Risks Related to Our Business", "text": "We are subject to payment processing risk."}
-{"_id": "NFLX20230063", "title": "NFLX Risks Related to Our Business", "text": "Our members pay for our service using a variety of different payment methods, including credit and debit cards, gift cards, prepaid cards, direct debit, online wallets and direct carrier and partner billing. We rely on internal systems and those of third parties to process payment. Acceptance and processing of these payment methods are subject to certain rules, regulations, and industry standards, including data storage requirements, additional authentication requirements for certain payment methods, and require payment of interchange and other fees. To the extent there are increases in payment processing fees, material changes in the payment ecosystem, such as large re-issuances of payment cards, delays in receiving payments from payment processors, changes to rules, regulations or industry standards concerning payments, loss of payment partners and/or disruptions or failures in our payment processing systems, partner systems or payment products, including products we use to update payment information, our revenue, operating expenses and results of operations could be adversely impacted. In certain instances, we leverage third parties such as our cable and other partners to bill subscribers on our behalf. If these third parties become unwilling or unable to continue processing payments on our behalf, we would have to transition subscribers or otherwise find alternative methods of collecting payments, which could adversely impact member acquisition and retention. In addition, from time to time, we encounter fraudulent use of payment methods, which could impact our results of operations and if not adequately controlled and managed could create negative consumer perceptions of our service. If we are unable to maintain our fraud and chargeback rate at acceptable levels, card networks may impose fines, our card approval rate may be impacted and we may be subject to additional card authentication requirements. The termination of our ability to process payments on any major payment method would significantly impair our ability to operate our business."}
-{"_id": "NFLX20230064", "title": "NFLX Risks Related to Our Business", "text": "If government regulations relating to the internet or other areas of our business change, we may need to alter the manner in which we conduct our business, or incur greater operating expenses."}
-{"_id": "NFLX20230065", "title": "NFLX Risks Related to Our Business", "text": "The adoption or modification of laws or regulations relating to the internet or other areas of our business could limit or otherwise adversely affect the manner in which we currently conduct our business. As our service and others like us gain traction in international markets, governments are increasingly looking to introduce new or extend legacy regulations to these services, in particular those related to broadcast media and tax. For example, European law enables individual member states to impose levies and other financial obligations on media operators located outside their jurisdiction. Several jurisdictions have and others may, over time, impose financial and regulatory obligations on us. In addition, the continued growth and development of the market for online commerce may lead to more stringent consumer protection laws, which may impose additional burdens on us. If we are required to comply with new regulations or legislation or new interpretations of existing regulations or legislation, this compliance could cause us to incur additional expenses or alter our business model."}
-{"_id": "NFLX20230066", "title": "NFLX Risks Related to Our Business", "text": "Changes in laws or regulations that adversely affect the growth, popularity or use of the internet, including laws impacting net neutrality or requiring payment of network access fees, could decrease the demand for our service and increase our cost of doing business. Certain laws intended to prevent network operators from discriminating against the legal traffic that traverse their networks have been implemented in many countries, including across the European Union. In others, the laws may be nascent or non-existent. Furthermore, favorable laws may change, including for example, in the United States where net neutrality regulations were repealed. Given uncertainty around these rules, including changing interpretations, amendments or repeal, coupled with potentially significant political and economic power of local network operators, we could experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense or otherwise negatively affect our business."}
-{"_id": "NFLX20230067", "title": "NFLX Risks Related to Our Business", "text": "We are engaged in legal proceedings that could cause us to incur unforeseen expenses and could occupy a significant amount of our management's time and attention."}
-{"_id": "NFLX20230068", "title": "NFLX Risks Related to Our Business", "text": "From time to time, we are subject to litigation or claims that could negatively affect our business operations and financial position. As we have grown, we have seen a rise in the number of litigation matters against us. These matters have included copyright and other claims related to our content, patent infringement claims, tax litigation, employment related litigation, as well as consumer and securities class actions, each of which are typically expensive to defend. Litigation disputes could cause us to incur unforeseen expenses, result in content unavailability, service disruptions, and otherwise occupy a significant amount of our management's time and attention, any of which could negatively affect our business operations and financial position. We also receive inquiries and subpoenas and other types of information requests from government authorities, and we may become subject to related claims and other actions related to our business activities. While the ultimate outcome of investigations, inquiries, information requests and related legal proceedings is difficult to predict, such matters can be expensive, time-consuming and distracting, and adverse resolutions or settlements of those matters may result in, among other things, modification of our business practices, reputational harm or costs and significant payments, any of which could negatively affect our business operations and financial position."}
-{"_id": "NFLX20230070", "title": "NFLX Risks Related to Our Business", "text": "Our advertising offering is new and subject to various risks and uncertainties, which may adversely affect our business."}
-{"_id": "NFLX20230087", "title": "NFLX Risks Related to Our Business", "text": "We have limited experience and operating history offering advertising on our service, and our advertising revenue may not grow as we expect. Our ability to generate advertising revenue is subject to various risks and will depend on a number of factors, including: \u2022our ability to attract and retain advertisers; \u2022fluctuations in memberships, including those selecting the ad-supported subscription plan, and member engagement; \u2022the quantity or quality of ads shown to our members; \u2022our ability to compete effectively for advertising spend; \u2022the impact of seasonal, cyclical or other shifts in advertising spend, including the impact of macroeconomic conditions; \u2022the availability, accuracy, utility, and security of analytics and measurement solutions offered by us or third parties that demonstrate the value of our ads to marketers, or our ability to further improve such tools; \u2022changes in the way advertising on devices, connected TVs or on personal computers is measured or priced; \u2022adverse legal developments relating to advertising or measurement tools; \u2022changes in third-party policies, which may negatively impact the ability to measure, deliver and select ads to be served; \u2022regulatory, legislative and industry developments relating to the collection and use of information and other privacy considerations, including regulations related to ad targeting and measurement tools; \u2022any liability or reputational harm from advertisements shown on our service; \u2022our relationship with third-party service providers for the management, operation, sale and technology to support advertisements on our service; \u2022our ability to develop and expand an advertising sales organization team; \u2022our ability to develop the technology and related infrastructure to support advertising; \u2022the impact of our content and reputation on advertisers\u2019 willingness to spend with us; and \u2022any member dissatisfaction due to advertisements."}
-{"_id": "NFLX20230089", "title": "NFLX Risks Related to Intellectual Property", "text": "If studios, content providers or other rights holders refuse to license streaming content or other rights upon terms acceptable to us, our business could be adversely affected."}
-{"_id": "NFLX20230090", "title": "NFLX Risks Related to Intellectual Property", "text": "Our ability to provide our members with content they can enjoy depends on obtaining various rights from third parties upon terms acceptable to us, including necessary distribution rights, to such content and certain related elements thereof, such as the public performance of music contained within the content we distribute. The license periods and the terms and conditions of such rights vary. As content providers develop their own streaming services, they may be unwilling to provide us with access to certain content, including popular series or movies. If the studios, content providers and other rights holders are not or are no longer willing or able to license us content upon terms acceptable to us, our ability to stream content to our members may be adversely affected and/or our costs could increase. Certain licenses for content provide for the studios or other content providers to withdraw content from our service relatively quickly. Because of these provisions and other actions we may take, content available through our service can be withdrawn on short notice. As competition increases, we see the cost of certain programming increase. As we seek to differentiate our service, we are often focused on securing certain exclusive rights when obtaining content, including original content. We are also focused on programming an overall mix of content that delights our members in a cost efficient manner. Within this context, we are selective about the titles we add and renew to our service. If we do not maintain a compelling mix of content, our member acquisition and retention may be adversely affected."}
-{"_id": "NFLX20230092", "title": "NFLX Risks Related to Intellectual Property", "text": "Music and certain authors\u2019 performances contained within content we distribute may require us to obtain licenses for such distribution. In this regard, we engage in negotiations with collection management organizations (\u201cCMOs\u201d) and similar entities that hold certain rights to music and/or other interests in intellectual property (e.g., remuneration rights) in connection with streaming content into various territories. If we are unable to reach mutually acceptable terms with these organizations, we could become involved in litigation and/or could be enjoined from distributing certain content, which could adversely impact our business. Additionally, pending and ongoing litigation and negotiations between certain CMOs and other third parties in various territories could adversely impact our negotiations with CMOs, or result in music publishers represented by certain CMOs unilaterally withdrawing rights, and thereby adversely impact our ability to reach licensing agreements reasonably acceptable to us. Failure to reach such licensing agreements could expose us to potential liability for copyright infringement or otherwise increase our costs. Additionally, as the market for the digital distribution of content grows, a broader role for CMOs in the remuneration of authors, performers and other beneficiaries of neighboring rights is likely to expose us to greater distribution expenses in certain markets."}
-{"_id": "NFLX20230093", "title": "NFLX Risks Related to Intellectual Property", "text": "If our trademarks and other proprietary rights are not adequately protected to prevent use or appropriation by third parties, the value of our brand and other intangible assets may be diminished, and our business may be adversely affected."}
-{"_id": "NFLX20230094", "title": "NFLX Risks Related to Intellectual Property", "text": "We rely and expect to continue to rely on a combination of confidentiality and license agreements with our employees, consultants and third parties with whom we have relationships, as well as trademark, copyright, patent and trade secret protection laws, to protect our proprietary rights. We may also seek to enforce our proprietary rights through court proceedings or other legal actions. We have filed and we expect to file from time to time for trademark, copyright, and patent applications. Nevertheless, these applications may not be approved, third parties may challenge any copyrights, patents or trademarks issued to or held by us, third parties may knowingly or unknowingly infringe our intellectual property rights, and we may not be able to prevent infringement or misappropriation without substantial expense to us. If the protection of our intellectual property rights is inadequate to prevent use or misappropriation by third parties, the value of our brand, content, and other intangible assets may be diminished, competitors may be able to more effectively mimic our service and methods of operations, the perception of our business and service to members and potential members may become confused in the marketplace, and our ability to attract members may be adversely affected."}
-{"_id": "NFLX20230095", "title": "NFLX Risks Related to Intellectual Property", "text": "We currently hold various domain names relating to our brand, including Netflix.com. Failure to protect our domain names could adversely affect our reputation and brand and make it more difficult for users to find our website and our service. We may be unable, without significant cost or at all, to prevent third parties from acquiring domain names that are similar to, infringe upon or otherwise decrease the value of our trademarks and other proprietary rights."}
-{"_id": "NFLX20230096", "title": "NFLX Risks Related to Intellectual Property", "text": "Intellectual property claims against us could be costly and result in the loss of significant rights related to, among other things, our website, streaming technology, our recommendation and merchandising technology, title selection processes, our content, and marketing activities."}
-{"_id": "NFLX20230097", "title": "NFLX Risks Related to Intellectual Property", "text": "Trademark, copyright, patent and other intellectual property rights are important to us and other companies. Our intellectual property rights extend to our technology, business processes, the content we produce and distribute through our service, and consumer products, experiences, and marketing assets based thereon. We use the intellectual property of third parties in creating some of our content, merchandising our products and marketing our service. From time to time, third parties allege that we have infringed or otherwise violated their intellectual property rights. If we are unable to obtain sufficient rights, successfully defend our use, or develop non-infringing technology or otherwise alter our business practices on a timely basis in response to claims against us for infringement, misappropriation, misuse or other violation of third-party intellectual property rights, our business and competitive position may be adversely affected. In addition, the use or adoption of new and emerging technologies may increase our exposure to intellectual property claims, and the availability of copyright and other intellectual property protection for AI-generated material is uncertain. Many companies are devoting significant resources to developing patents that could potentially affect many aspects of our business. There are numerous patents that broadly claim means and methods of conducting business on the internet. We have not searched patents relative to our technology. Defending ourselves against intellectual property claims, whether they are with or without merit or are determined in our favor, results in costly litigation and diversion of technical and management personnel. It also may result in our inability to use our current website, streaming technology, our recommendation and merchandising technology or inability to market our service or merchandise our products. We may also have to remove content from our service, or remove consumer products or marketing materials from the marketplace. As a result of a dispute, we may have to develop non-infringing technology, enter into royalty or licensing agreements, adjust our content, merchandising or marketing activities or take other actions to resolve the claims. These actions, if required, may be costly or unavailable on terms acceptable to us."}
-{"_id": "NFLX20230099", "title": "NFLX Risks Related to Information Technology", "text": "Any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks, could result in a loss or degradation of service, unauthorized access, disclosure or destruction of data, including member and corporate information, or theft of intellectual property, including digital content assets, which could adversely impact our business."}
-{"_id": "NFLX20230101", "title": "NFLX Risks Related to Information Technology", "text": "Our reputation and ability to attract, retain and serve our members is dependent upon the reliable performance and security of our computer systems and those of third parties that we utilize in our operations. These systems may be subject to damage or interruption from, among other things, earthquakes, adverse weather conditions, other natural disasters, public health issues such as pandemics or epidemics, terrorist attacks, rogue employees, power loss, telecommunications failures, cybersecurity risks and incidents, and other interruptions beyond our control. Interruptions in these systems, or with the internet in general, could make our service unavailable or degraded or otherwise hinder our ability to deliver our service. Service interruptions, errors in our software or the unavailability of computer systems or data used in our operations could diminish the overall attractiveness of our service to existing and potential members."}
-{"_id": "NFLX20230102", "title": "NFLX Risks Related to Information Technology", "text": "Our computer systems and those of third parties we use in our operations are subject to constantly evolving cybersecurity threats, including cyber-attacks such as computer viruses, malware, ransomware, denial of service attacks, physical or electronic break-ins, or insider threats, as well as misconfigurations in information systems, networks, software or hardware, and similar disruptions or errors. These systems periodically experience directed attacks intended to lead to interruptions and delays in our service and operations as well as loss, misuse or theft of personal information (of third parties, employees, and our members) and other data, confidential information or intellectual property. We and many of the third parties we work with rely on open source software and libraries that are integrated into a variety of applications, tools and systems, which may increase our exposure to vulnerabilities. Additionally, outside parties may attempt to induce employees, vendors, partners, or users to disclose sensitive or confidential information in order to gain access to data. Any attempt by hackers to obtain our data (including member and corporate information) or intellectual property (including digital content assets), disrupt our service, or otherwise access our systems, or those of third parties we use, if successful, could harm our business, be expensive to remedy and damage our reputation. We have implemented certain systems and processes to thwart hackers and protect our data and systems. However, the techniques used to gain unauthorized access to data and software are constantly evolving, and we may be unable to anticipate, detect or prevent unauthorized access or address all cybersecurity incidents that occur. Because of our prominence, we (and/or third parties we use) have been and may continue to be a particularly attractive target for such attacks, and from time to time, we have experienced an unauthorized release of certain digital content assets. However, to date these unauthorized releases have not had a material impact on our service, systems or business. There is no assurance that hackers may not have a material impact on our service or systems in the future. We do not carry insurance to cover expenses related to such disruptions or unauthorized access. Efforts to prevent hackers from disrupting our service or otherwise accessing our systems are expensive to develop, implement and maintain. These efforts require ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated, and may limit the functionality of or otherwise negatively impact our service offering and systems. Any significant disruption to our service or access to our systems could result in a loss of members and adversely affect our business and results of operation. Further, a penetration of our systems or a third-party\u2019s systems or other misappropriation or misuse of personal information could subject us to business, regulatory, litigation and reputation risk, which could have a negative effect on our business, financial condition and results of operations."}
-{"_id": "NFLX20230103", "title": "NFLX Risks Related to Information Technology", "text": "We utilize our own communications and computer hardware systems located either in our facilities or in that of a third-party provider. In addition, we utilize third-party \u201ccloud\u201d computing services in connection with our business operations. We also utilize our own and third-party content delivery networks to help us stream TV series, documentaries and feature films and offer games in high volume to Netflix members over the internet. Problems faced by us or our third-party \u201ccloud\u201d computing or other network providers, including technological or business-related disruptions, as well as cybersecurity threats and regulatory interference, could adversely impact the experience of our members."}
-{"_id": "NFLX20230104", "title": "NFLX Risks Related to Information Technology", "text": "We rely upon Amazon Web Services to operate certain aspects of our service and any disruption of or interference with our use of the Amazon Web Services operation would impact our operations and our business would be adversely impacted."}
-{"_id": "NFLX20230105", "title": "NFLX Risks Related to Information Technology", "text": "Amazon Web Services (\u201cAWS\u201d) provides a distributed computing infrastructure platform for business operations, or what is commonly referred to as a \"cloud\" computing service. We have architected our software and computer systems so as to utilize data processing, storage capabilities and other services provided by AWS. Currently, we run the vast majority of our computing on AWS. Given this, along with the fact that we cannot easily switch our AWS operations to another cloud provider, any disruption of or interference with our use of AWS would impact our operations and our business would be adversely impacted. While the retail side of Amazon competes with us, we do not believe that Amazon will use the AWS operation in such a manner as to gain competitive advantage against our service, although if it were to do so it could harm our business."}
-{"_id": "NFLX20230106", "title": "NFLX Risks Related to Information Technology", "text": "If the technology we use in operating our business fails, is unavailable, or does not operate to expectations, our business and results of operations could be adversely impacted."}
-{"_id": "NFLX20230108", "title": "NFLX Risks Related to Information Technology", "text": "We utilize a combination of proprietary and third-party technology to operate our business. This includes the technology that we have developed to recommend and merchandise content to our consumers as well as enable fast and efficient delivery of content to our members and their various consumer electronic devices. For example, we have built and deployed our own content-delivery network (\u201cCDN\u201d). To the extent Internet Service Providers (\u201cISPs\u201d) do not interconnect with our CDN or charge us to access their networks, or if we experience difficulties in our CDN\u2019s operation, our ability to efficiently and effectively deliver our streaming content to our members could be adversely impacted and our business and results of operations could be adversely affected. Likewise, if our recommendation and merchandising technology does not enable us to predict and recommend titles that our members will enjoy, our ability to attract and retain members may be adversely affected. We also utilize third-party technology to help market our service, process payments, and otherwise manage the daily operations of our business. If our technology or that of third-parties we utilize in our operations fails or otherwise operates improperly,"}
-{"_id": "NFLX20230109", "title": "NFLX Risks Related to Information Technology", "text": "including as a result of \u201cbugs\u201d or other errors in our development and deployment of software, our ability to operate our service, retain existing members and add new members may be impaired. Any harm to our members\u2019 devices caused by software used in our operations could have an adverse effect on our business, results of operations and financial condition."}
-{"_id": "NFLX20230110", "title": "NFLX Risks Related to Information Technology", "text": "Changes in how network operators handle and charge for access to data that travel across their networks could adversely impact our business."}
-{"_id": "NFLX20230111", "title": "NFLX Risks Related to Information Technology", "text": "We rely upon the ability of consumers to access our service through the internet. If network operators block, restrict or otherwise impair access to our service over their networks, our service and business could be negatively affected. To the extent that network operators implement usage based pricing, including meaningful bandwidth caps, or otherwise try to monetize access to their networks by data providers, we could incur greater operating expenses and our member acquisition and retention could be negatively impacted. Furthermore, to the extent network operators create tiers of internet access service and either charge us for or prohibit us from being available through these tiers, our business could be negatively impacted."}
-{"_id": "NFLX20230112", "title": "NFLX Risks Related to Information Technology", "text": "Most network operators that provide consumers with access to the internet also provide these consumers with multichannel video programming. As such, many network operators have an incentive to use their network infrastructure in a manner adverse to our continued growth and success. While we believe that consumer demand, regulatory oversight and competition will help check these incentives, to the extent that network operators are able to provide preferential treatment to their data as opposed to ours or otherwise implement discriminatory network management practices, our business could be negatively impacted. The extent to which these incentives limit operator behavior differs across markets."}
-{"_id": "NFLX20230114", "title": "NFLX Risks Related to Privacy", "text": "Privacy concerns could limit our ability to collect and leverage member personal information and disclosure of member personal information could adversely impact our business and reputation."}
-{"_id": "NFLX20230115", "title": "NFLX Risks Related to Privacy", "text": "In the ordinary course of business and in particular in connection with content acquisition, merchandising our service to our members and our ad-supported subscription plan, we collect and utilize information supplied by our members, which may include personal information and other data. We are subject to laws, rules and regulations in the U.S. and in other countries relating to privacy and the collection, use and security of personal information, including but not limited to Regulation (EU) 2016/679 (also known as the General Data Protection Regulation or \u201cGDPR\u201d) and the California Privacy Rights Act (\"CPRA\"). Any actual or perceived failure to comply with the GDPR, the California Consumer Privacy Act/CPRA, other data privacy laws or regulations, or related contractual or other obligations, or any perceived privacy rights violation, could lead to investigations, claims, and proceedings by governmental entities and private parties, damages for contract breach, and other significant costs, penalties, and other liabilities, as well as harm to our reputation and market position."}
-{"_id": "NFLX20230116", "title": "NFLX Risks Related to Privacy", "text": "Other businesses have been criticized by privacy groups and governmental bodies for attempts to link personal identities and other information to data collected on the internet regarding users\u2019 browsing and other habits. Increased regulation of data utilization practices, including self-regulation or findings under existing laws that limit our ability to collect, transfer and use personal information, could have an adverse effect on our business. In addition, if we were to disclose personal information about our members in a manner that was objectionable to them, our business reputation could be adversely affected, and we could face potential legal claims that could impact our operating results. Internationally, we may become subject to additional and/or more stringent legal obligations concerning our treatment of member and other personal information, such as laws regarding data localization and/or restrictions on data export. Failure to comply with these obligations could subject us to liability, and to the extent that we need to alter our business model or practices to adapt to these obligations, we could incur additional expenses."}
-{"_id": "NFLX20230117", "title": "NFLX Risks Related to Privacy", "text": "Our reputation and relationships with members would be harmed if member personal information, particularly billing data, were to be accessed by unauthorized persons."}
-{"_id": "NFLX20230119", "title": "NFLX Risks Related to Privacy", "text": "We maintain personal information regarding our members, including names, age, gender and billing information. This personal information is maintained on our own systems as well as that of third parties we use in our operations. With respect to billing information, such as credit card numbers, we rely on encryption and authentication technology to secure such information. We take measures to protect against unauthorized intrusion into our members\u2019 information. Despite these measures and technologies we, our payment processing services or other third-party services we use such as AWS, could experience an unauthorized intrusion into our members\u2019 information. In the event of such a breach, current and potential members may become unwilling to provide the information to us necessary for them to remain or become members. We also may be required to notify regulators about any actual or perceived data breach (including various state Attorneys General, one or more EU data protection authorities, or other data protection authorities) as well as the individuals who are affected by the incident within strict time periods. Additionally, we could face legal claims or regulatory fines or penalties for such a breach. The costs relating to any data breach could be material, and we currently do not carry insurance against the risk of a data"}
-{"_id": "NFLX20230120", "title": "NFLX Risks Related to Privacy", "text": "breach. We also maintain personal information concerning our employees, as well as personal information of others working on our productions. Should an unauthorized intrusion into our members\u2019 or employees\u2019 personal information and/or production personal information occur, our business could be adversely affected and our larger reputation with respect to data protection could be negatively impacted."}
-{"_id": "NFLX20230122", "title": "NFLX Risks Related to Liquidity", "text": "The long-term and largely fixed cost nature of our content commitments may limit our operating flexibility and could adversely affect our liquidity and results of operations."}
-{"_id": "NFLX20230123", "title": "NFLX Risks Related to Liquidity", "text": "In connection with licensing streaming content, we typically enter into multi-year commitments with studios and other content providers. We also enter into multi-year commitments for content that we produce, either directly or through third parties, including elements associated with these productions such as non-cancelable commitments under talent agreements. The payment terms of these agreements are not tied to member usage or the size of our membership base (\u201cfixed cost\u201d) but may be determined by costs of production or tied to such factors as titles licensed and/or theatrical exhibition receipts. Such commitments, to the extent estimable under accounting standards, are included in the Contractual Obligations section of Part II, Item 7, \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" and Note 8, Commitments and Contingencies in the accompanying notes to our consolidated financial statements included in Part II, Item 8, \"Financial Statements and Supplementary Data\" of this Annual Report on Form 10-K. Given the multiple-year duration and largely fixed cost nature of content commitments, if business performance does not meet our expectations, our margins may be adversely impacted. Further, we may be unable to react to any reduction in our cash flows from operations, including those caused by a downturn in the economy, by reducing our streaming content obligations in the near-term. Payment terms for certain content commitments, such as content we directly produce, will typically require more up-front cash payments than other content licenses or arrangements whereby we do not fund the production of such content. To the extent membership and/or revenue growth do not meet our expectations, our liquidity and results of operations could be adversely affected as a result of content commitments and accelerated payment requirements of certain agreements. In addition, the long-term and largely fixed cost nature of our content commitments may limit our flexibility in planning for, or reacting to changes in our business and the market segments in which we operate. If we license and/or produce content that is not favorably received by consumers in a territory, or is unable to be shown in a territory, acquisition and retention may be adversely impacted and given the long-term and fixed cost nature of our content commitments, we may not be able to adjust our content offerings quickly and our results of operations may be adversely impacted."}
-{"_id": "NFLX20230124", "title": "NFLX Risks Related to Liquidity", "text": "We may seek additional capital that may result in stockholder dilution or that may have rights senior to those of our common stockholders."}
-{"_id": "NFLX20230125", "title": "NFLX Risks Related to Liquidity", "text": "From time to time, we may seek to obtain additional capital, either through equity, equity-linked or debt securities. For several years prior to 2020, our cash flows from operations were negative and to the extent that it becomes negative in the future we may need to seek additional capital. The decision to obtain additional capital will depend on, among other things, our business plans, operating performance and condition of the capital markets. Rising interest rates or any disruption in the capital markets could make it more difficult and expensive for us to raise additional capital or refinance our existing indebtedness. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, and our stockholders may experience dilution. Any large equity or equity-linked offering could also negatively impact our stock price."}
-{"_id": "NFLX20230126", "title": "NFLX Risks Related to Liquidity", "text": "We have a substantial amount of indebtedness and other obligations, including streaming content obligations, which could adversely affect our financial position, and we may not be able to generate sufficient cash to service our debt and other obligations."}
-{"_id": "NFLX20230128", "title": "NFLX Risks Related to Liquidity", "text": "We have a substantial amount of indebtedness and other obligations, including streaming content obligations. Moreover, we may incur additional indebtedness in the future and incur other obligations, including additional streaming content obligations. Our ability to make payments on our debt and other obligations will depend on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. If we are unable to service our debt and other obligations from cash flows, we may need to refinance or restructure all or a portion of such obligations prior to maturity. If the financial markets become difficult or costly to access, including due to rising interest rates, fluctuations in foreign currency exchange rates or other changes in economic conditions, our ability to raise additional capital may be negatively impacted, and any refinancing or restructuring could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. As of December 31, 2023, we had the equivalent of $14.6 billion aggregate principal amount of senior notes outstanding (\u201cNotes\u201d), some of which is denominated in currencies other than the U.S. dollar. In addition, we have entered into a revolving credit agreement that provides for a $1 billion unsecured revolving credit facility. As of December 31, 2023, we"}
-{"_id": "NFLX20230137", "title": "NFLX Risks Related to Liquidity", "text": "have not borrowed any amount under this revolving credit facility. As of December 31, 2023, we had approximately $7.0 billion of total content liabilities as reflected on our consolidated balance sheet, some of which is denominated in currencies other than the U.S. dollar. Such amount does not include streaming content commitments that do not meet the criteria for liability recognition, the amounts of which are significant. For more information on our streaming content obligations, including those not on our consolidated balance sheet, see Note 8, Commitments and Contingencies in the accompanying notes to our consolidated financial statements included in Part II, Item 8, \"Financial Statements and Supplementary Data\" of this Annual Report on Form 10-K. Our substantial indebtedness and other obligations, including streaming content obligations, may: \u2022make it difficult for us to satisfy our financial obligations, including making scheduled principal and interest payments on our Notes and our other obligations; \u2022limit our ability to borrow additional funds, if needed, for working capital, capital expenditures, acquisitions or other general business purposes; \u2022increase our cost of borrowing; \u2022limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes; \u2022require us to use a substantial portion of our cash flow from operations to make debt service payments and pay our other obligations when due; \u2022limit our flexibility to plan for, or react to, changes in our business and industry; \u2022place us at a competitive disadvantage compared to our less leveraged competitors; and \u2022increase our vulnerability to the impact of adverse economic and industry conditions, including changes in interest rates and foreign exchange rates."}
-{"_id": "NFLX20230139", "title": "NFLX Risks Related to International Operations", "text": "We could be subject to economic, political, regulatory and other risks arising from our international operations."}
-{"_id": "NFLX20230161", "title": "NFLX Risks Related to International Operations", "text": "Operating in international markets requires significant resources and management attention and will subject us to economic, political, regulatory and other risks that may be different from or incremental to those in the U.S. In addition to the risks that we face in the U.S., our international operations involve risks that could adversely affect our business, including: \u2022the need to adapt our content and user interfaces for specific cultural and language differences; \u2022difficulties and costs associated with staffing and managing foreign operations; \u2022political or social unrest, global hostilities, and economic instability; \u2022compliance with laws such as the Foreign Corrupt Practices Act, UK Bribery Act and other anti-corruption laws, export controls and economic sanctions, and local laws prohibiting corrupt payments to government officials; \u2022difficulties in understanding and complying with local laws, regulations and customs in foreign jurisdictions, including local ownership requirements for streaming content providers; \u2022regulatory requirements or government action against our service, whether in response to enforcement of actual or purported legal and regulatory requirements or otherwise, that results in disruption or non-availability of our service or particular content or increased operating costs in the applicable jurisdiction; \u2022foreign intellectual property laws, such as the EU copyright directive, or changes to such laws, among other issues, may impact the economics of creating or distributing content, anti-piracy efforts, or our ability to protect or exploit intellectual property rights; \u2022adverse tax consequences such as those related to changes in tax laws or tax rates or their interpretations, and the related application of judgment in determining our global provision for income taxes, deferred tax assets or liabilities or other tax liabilities given the ultimate tax determination is uncertain; \u2022fluctuations in currency exchange rates, which have and may continue to impact revenues and expenses of our international operations and expose us to foreign currency exchange rate risk, and while we use derivative instruments to hedge certain exposures to fluctuations in exchange rates, the use of such hedging activities may not be effective in offsetting an adverse financial impact and may introduce or heighten counterparty risk; \u2022rates of inflation; \u2022profit repatriation, currency control regulations and other restrictions on the transfer of funds; \u2022differing payment processing systems as well as consumer use and acceptance of electronic payment methods, such as payment cards; \u2022new and different sources of competition; \u2022censorship requirements that cause us to remove or edit popular content, leading to consumer disappointment, brand tarnishment or dissatisfaction with our service; \u2022low usage and/or penetration of internet-connected consumer electronic devices; \u2022different and more stringent user protection, data protection, privacy and other laws, including data localization and/or restrictions on data export, and local ownership requirements; \u2022availability of reliable broadband connectivity and wide area networks in targeted areas for expansion; \u2022differing laws and consumer understanding/attitudes regarding the illegality of piracy; \u2022negative impacts from trade disputes; and \u2022implementation of regulations designed to stimulate the local production of film and TV series in order to promote and preserve local culture and economic activity, including local content quotas, investment obligations, and levies to support local film funds. For example, the European Union revised its Audio Visual Media Services Directive in 2018 to require that European works comprise at least thirty percent (30%) of media service providers\u2019 catalogs, and to require prominence of those works."}
-{"_id": "NFLX20230162", "title": "NFLX Risks Related to International Operations", "text": "These and other factors may cause us to adjust our business plans, including expanding or ceasing certain operations in certain countries, and the execution of our strategies. Our failure to manage any of these risks successfully could harm our international operations and our overall business, and results of our operations."}
-{"_id": "NFLX20230163", "title": "NFLX Risks Related to International Operations", "text": "We are subject to taxation related risks in multiple jurisdictions."}
-{"_id": "NFLX20230164", "title": "NFLX Risks Related to International Operations", "text": "We are a U.S.-based multinational company subject to tax in multiple U.S. and foreign tax jurisdictions. Significant judgment is required in determining our global provision for income taxes, deferred taxes and other tax liabilities and receivables, and in evaluating our tax positions and other tax attributes on a worldwide basis. We are subject to the periodic examination of our domestic and foreign tax returns by the IRS, state, local, and foreign tax authorities, some of whom are challenging our tax positions. We regularly assess the likelihood of adverse outcomes from these examinations in determining the adequacy of our provision for income taxes and other tax liabilities. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and may not accurately forecast actual tax audit outcomes. If the ultimate determination of income and other tax liabilities differ from the amounts recorded or accrued, our business, financial condition or results of operations may be adversely impacted."}
-{"_id": "NFLX20230165", "title": "NFLX Risks Related to International Operations", "text": "Tax laws are regularly being re-examined and evaluated globally. New laws and interpretations of the law are taken into account for financial statement purposes in the quarter or year that they become applicable. Tax authorities are increasingly scrutinizing the tax positions of companies and we have tax audits pending in several jurisdictions. The U.S. federal and state governments, countries in the European Union, as well as a number of other countries and organizations such as the Organization for Economic Cooperation and Development, are actively considering changes to existing tax laws that, if enacted, could increase our tax obligations in jurisdictions where we do business. If U.S. or other tax authorities change applicable tax laws or successfully challenge how or where our profits are currently recognized, our overall taxes could increase, and our business, financial condition or results of operations may be adversely impacted."}
-{"_id": "NFLX20230167", "title": "NFLX Risks Related to Human Resources", "text": "We may lose key employees or may be unable to hire qualified employees, and the failure to maintain and improve our company culture may adversely affect our business."}
-{"_id": "NFLX20230168", "title": "NFLX Risks Related to Human Resources", "text": "We rely on the continued service of our senior management, including our Co-Chief Executive Officers, Ted Sarandos and Greg Peters, our Executive Chairman, Reed Hastings, members of our executive team and other key employees. In our industry, there is substantial and continuous competition for highly-skilled business, product development, technical, creative and other personnel. If we experience high executive turnover, fail to adapt our business practices to industry expectations, fail to implement succession plans for key employees, encounter difficulties associated with the transition of members of our management team, are not successful in recruiting new personnel or in retaining and motivating existing personnel, in instilling our culture in new employees, or maintaining and improving our culture as we grow, our operations may be disrupted, which could adversely affect our results of operations."}
-{"_id": "NFLX20230169", "title": "NFLX Risks Related to Human Resources", "text": "Labor disputes may have an adverse effect on the Company\u2019s business."}
-{"_id": "NFLX20230171", "title": "NFLX Risks Related to Human Resources", "text": "We and our partners, suppliers, and vendors engage writers, directors, actors, other talent, trade employees and others who are subject to collective bargaining agreements in the motion picture industry, both in the U.S. and internationally. Expiring collective bargaining agreements may be renewed on terms that are unfavorable to us. If expiring collective bargaining agreements cannot be renewed, affected unions have, and could in the future, take action in the form of strikes or work stoppages. For example, the Writers Guild (\u201cWGA\u201d) and Screen Actors Guild (\u201cSAG-AFTRA\u201d) collective bargaining"}
-{"_id": "NFLX20230172", "title": "NFLX Risks Related to Human Resources", "text": "agreements expired in 2023, and WGA members and the SAG-AFTRA members went on strike in May 2023 and July 2023, respectively. Collective bargaining agreements with the I.A.T.S.E. representing technicians and \u201cbehind the camera\u201d crews as well as contracts with Teamster unions expire in mid-2024. The WGA and SAG-AFTRA strikes as well as the recent resurgence of organized labor in the United States may lead those workers to strike. Such work stoppages have resulted, and may in the future result, in halted productions and delays in our ability to provide new content to our members. Such actions, as well as higher costs or operating complexities in connection with these collective bargaining agreements or a significant labor dispute, could have an adverse effect on our business by causing delays in production, added costs or by reducing profit margins, and our ability to provide new content to our members could likewise be delayed or dropped."}
-{"_id": "NFLX20230174", "title": "NFLX Risks Related to Our Stock Ownership", "text": "Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable, although we have announced plans to modify some of these provisions over time."}
-{"_id": "NFLX20230179", "title": "NFLX Risks Related to Our Stock Ownership", "text": "Our charter documents in their current form may discourage, delay or prevent a merger or acquisition that a stockholder may consider favorable because they: \u2022authorize our board of directors, without stockholder approval, to issue up to 10,000,000 shares of undesignated preferred stock; \u2022provide for a classified board of directors until our annual meeting of stockholders held in 2025; \u2022prohibit our stockholders from acting by written consent; and \u2022establish advance notice requirements for proposing matters to be approved by stockholders at stockholder meetings."}
-{"_id": "NFLX20230180", "title": "NFLX Risks Related to Our Stock Ownership", "text": "As a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction. Our board of directors could rely on Delaware law to prevent or delay an acquisition of us."}
-{"_id": "NFLX20230181", "title": "NFLX Risks Related to Our Stock Ownership", "text": "In addition, a merger or acquisition may trigger retention payments to certain executive employees under the terms of our Amended and Restated Executive Severance and Retention Incentive Plan, thereby increasing the cost of such a transaction."}
-{"_id": "NFLX20230182", "title": "NFLX Risks Related to Our Stock Ownership", "text": "Our stock price is volatile."}
-{"_id": "NFLX20230192", "title": "NFLX Risks Related to Our Stock Ownership", "text": "The price at which our common stock has traded has fluctuated significantly. The price may continue to be volatile due to a number of factors including the following, some of which are beyond our control: \u2022variations in our operating results, including our membership acquisition and retention, revenues, operating income, net income, net cash provided by operating activities and free cash flow; \u2022variations between our actual operating results and the expectations of securities analysts, investors and the financial community; \u2022announcements of developments affecting our business, systems or expansion plans by us or others; \u2022competition, including the introduction of new competitors, their pricing strategies and services; \u2022market volatility in general; \u2022the level of demand for our stock, including the amount of short interest in our stock; \u2022the impact of our current stock repurchase program and any future stock repurchase program we may adopt; \u2022the operating results of our competitors; and \u2022other risks and uncertainties described in these risk factors."}
-{"_id": "NFLX20230193", "title": "NFLX Risks Related to Our Stock Ownership", "text": "As a result of these and other factors, investors in our common stock may not be able to resell their shares at or above their original purchase price."}
-{"_id": "NFLX20230194", "title": "NFLX Risks Related to Our Stock Ownership", "text": "Following certain periods of volatility in the market price of our securities, we became the subject of securities litigation. We may experience more such litigation following future periods of volatility. This type of litigation may result in substantial costs and a diversion of management\u2019s attention and resources."}
-{"_id": "NFLX20230196", "title": "NFLX Risks Related to Our Stock Ownership", "text": "Preparing and forecasting our financial results requires us to make judgments and estimates which may differ materially from actual results."}
-{"_id": "NFLX20230197", "title": "NFLX Risks Related to Our Stock Ownership", "text": "Given the dynamic nature of our business, and the inherent limitations in predicting the future, forecasts of our revenues, operating margins, net income and other financial and operating data may differ materially from actual results. Also, predicting consumer adoption of various pricing strategies, such as the ad-supported subscription plan or efforts to limit multi-household usage, and new revenue streams, such as advertising revenue, is inherently difficult given the lack of operating history with respect to such offerings, and actual results may differ significantly from the expectations of our management, securities analysts or investors. Such discrepancies could cause a decline in the trading price of our common stock. In addition, the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America also requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. We base such estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, but actual results may differ from these estimates. For example, we estimate the content amortization pattern, beginning with the month of first availability, of any particular licensed or produced television series, documentary or feature film based upon various factors including historical and estimated viewing patterns. If actual viewing patterns differ from these estimates, the pattern and/or period of amortization would be changed and could affect the timing or recognition of content amortization. If we revise such estimates it could result in greater in-period expenses, which could cause us to miss our earnings guidance or negatively impact the results we report which could negatively impact our stock price. Further, events outside of our control may cause actual results to differ from our forecast."}
-{"_id": "NFLX20230200", "title": "NFLX Staff Comments", "text": "None."}
-{"_id": "NFLX20230201", "title": "NFLX Staff Comments", "text": "We have an enterprise-wide information security program designed to identify, protect, detect and respond to and manage reasonably foreseeable cybersecurity risks and threats. To protect our information systems from cybersecurity threats, we use various security tools that help prevent, identify, escalate, investigate, resolve and recover from identified vulnerabilities and security incidents in a timely manner. These include, but are not limited to, internal reporting, monitoring and detection tools, and a bug bounty program to allow security researchers to assist us in identifying vulnerabilities in our products before they are exploited by malicious threat actors. We also maintain a third party security program to identify, prioritize, assess, mitigate and remediate third party risks; however, we rely on the third parties we use to implement security programs commensurate with their risk, and we cannot ensure in all circumstances that their efforts will be successful."}
-{"_id": "NFLX20230202", "title": "NFLX Staff Comments", "text": "We regularly assess risks from cybersecurity and technology threats and monitor our information systems for potential vulnerabilities. We use a widely-adopted risk quantification model to identify, measure and prioritize cybersecurity and technology risks and develop related security controls and safeguards. We conduct regular reviews and tests of our information security program and also leverage audits by our internal audit team, tabletop exercises, penetration and vulnerability testing, red team exercises, simulations, and other exercises to evaluate the effectiveness of our information security program and improve our security measures and planning. We also engage an external auditor to conduct an annual payment card industry data security standard review of our security controls protecting payment information, as well as third-party penetration testing of our cardholder environment and related systems. The results of these assessments are reported to the Audit Committee."}
-{"_id": "NFLX20230203", "title": "NFLX Staff Comments", "text": "Our systems periodically experience directed attacks intended to lead to interruptions and delays in our service and operations as well as loss, misuse or theft of personal information (of third parties, employees, and our members) and other data, confidential information or intellectual property, and we have experienced an unauthorized release of certain digital content assets. However, to date these incidents have not had a material impact on our service, systems or business. Any significant disruption to our service or access to our systems could result in a loss of members and adversely affect our business and results of operation. Further, a penetration of our systems or a third-party\u2019s systems or other misappropriation or misuse of personal information could subject us to business, regulatory, litigation and reputation risk, which could have a negative effect on our business, financial condition and results of operations. See \"Risk Factors - Any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks, could result in a loss or degradation of service, unauthorized access, disclosure or destruction of data, including member and corporate information, or theft of intellectual property, including digital content assets, which could adversely impact our business.\""}
-{"_id": "NFLX20230205", "title": "NFLX Staff Comments", "text": "The Vice President of Security and Privacy Engineering leads our global information security organization responsible for overseeing the Netflix information security program. Our VP of Security and Privacy Engineering has over 30 years of industry experience, including serving in similar roles leading and overseeing cybersecurity programs at other public companies. Team members who support our information security program have relevant educational and industry experience,"}
-{"_id": "NFLX20230206", "title": "NFLX Staff Comments", "text": "including holding similar positions at large technology companies. The teams provide regular reports to senior management and other relevant teams on various cybersecurity threats, assessments and findings."}
-{"_id": "NFLX20230209", "title": "NFLX Staff Comments", "text": "The Board oversees our annual enterprise risk assessment, where we assess key risks within the company, including security and technology risks and cybersecurity threats. The Audit Committee of the Board oversees our cybersecurity risk and receives regular reports from our VP of Security and Privacy Engineering on various cybersecurity matters, including risk assessments, mitigation strategies, areas of emerging risks, incidents and industry trends, and other areas of importance."}
-{"_id": "NFLX20230210", "title": "NFLX Staff Comments", "text": "We have leased principal properties in both Los Gatos, California, which is the location of our corporate headquarters, and in Los Angeles, California. In addition, we lease various office and production space throughout the world."}
-{"_id": "NFLX20230211", "title": "NFLX Staff Comments", "text": "We believe that our existing facilities are adequate to meet current requirements, and that suitable additional or substitute space will be available as needed to accommodate any further physical expansion of operations and for any additional offices."}
-{"_id": "NFLX20230213", "title": "NFLX Proceedings", "text": "Information with respect to this item may be found in Note 8 Commitments and Contingencies in the accompanying notes to our consolidated financial statements included in Part II, Item 8, \"Financial Statements and Supplementary Data\" of this Annual Report on Form 10-K, under the caption \"Legal Proceedings\" which information is incorporated herein by reference."}
-{"_id": "NFLX20230216", "title": "NFLX Safety Disclosures", "text": "Not applicable."}
-{"_id": "NFLX20230217", "title": "NFLX Safety Disclosures", "text": "for Registrant\u2019s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities"}
-{"_id": "NFLX20230219", "title": "NFLX Market Information", "text": "Our common stock is traded on the NASDAQ Global Select Market under the symbol \u201cNFLX\u201d."}
-{"_id": "NFLX20230221", "title": "NFLX Holders", "text": "As of December 31, 2023, there were approximately 2,728 stockholders of record of our common stock, although there is a significantly larger number of beneficial owners of our common stock."}
-{"_id": "NFLX20230223", "title": "NFLX Dividend Policy", "text": "We have never declared or paid any cash dividends on our capital stock, and we do not currently anticipate paying any cash dividends in the foreseeable future."}
-{"_id": "NFLX20230231", "title": "NFLX Company Purchases of Equity Securities", "text": "Stock repurchases during the three months ended December 31, 2023 were as follows: Period##Total Number of Shares Purchased (1)####Average Price Paid per Share (2)##Total Number of Shares Purchased as Part of Publicly Announced Programs (1)####Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1) ############(in thousands) October 1 - 31, 2023##287,360##$##404.62##287,360##$##10,738,584 November 1 - 30, 2023##2,708,477##$##447.03##2,708,477##$##9,527,821 December 1 - 31, 2023##2,481,771##$##472.63##2,481,771##$##8,354,857 Total##5,477,608######5,477,608####"}
-{"_id": "NFLX20230232", "title": "NFLX Company Purchases of Equity Securities", "text": "(1) In March 2021, the Company\u2019s Board of Directors authorized the repurchase of up to $5 billion of its common stock, with no expiration date, and in September 2023, the Board of Directors increased the share repurchase authorization by an additional $10 billion, also with no expiration date. For further information regarding stock repurchase activity, see Note 9 Stockholders\u2019 Equity to the consolidated financial statements in this Annual Report."}
-{"_id": "NFLX20230234", "title": "NFLX Company Purchases of Equity Securities", "text": "(2) Average price paid per share includes costs associated with the repurchases."}
-{"_id": "NFLX20230236", "title": "NFLX Stock Performance Graph", "text": "Notwithstanding any statement to the contrary in any of our previous or future filings with the Securities and Exchange Commission, the following information relating to the price performance of our common stock shall not be deemed \u201cfiled\u201d with the Commission or \u201csoliciting material\u201d under the Exchange Act and shall not be incorporated by reference into any such filings."}
-{"_id": "NFLX20230239", "title": "NFLX Stock Performance Graph", "text": "The following graph compares, for the five year period ended December 31, 2023, the total cumulative stockholder return on the Company\u2019s common stock with the total cumulative return of the NASDAQ Composite Index, the S&P 500 Index and the RDG Internet Composite Index. Measurement points are the last trading day of each of the Company\u2019s fiscal years ended December 31, 2018, December 31, 2019, December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023. Total cumulative stockholder return assumes $100 invested at the beginning of the period in the Company\u2019s common stock, the stocks represented in the NASDAQ Composite Index, the stocks represented in the S&P 500 Index and the stocks represented in the RDG Internet Composite Index, respectively, and reinvestment of any dividends. Historical stock price performance should not be relied upon as an indication of future stock price performance."}
-{"_id": "NFLX20230241", "title": "NFLX Discussion and Analysis of Financial Condition and Results of Operations", "text": "This section of this Form 10-K generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022. Discussions of 2021 items and year-to-year comparisons between 2022 and 2021 that are not included in this Form 10-K can be found in \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022."}
-{"_id": "NFLX20230257", "title": "NFLX Results of Operations", "text": "The following represents our consolidated performance highlights: ##########As of/Year Ended December 31,############Change## ####2023######2022########2021####2023 vs. 2022## ##############(in thousands, except revenue per membership and percentages)########## Financial Results:######################## Streaming revenues##$##33,640,458####$##31,469,852######$##29,515,496####7##% DVD revenues (1)####82,839######145,698########182,348####(43)##% Total revenues##$##33,723,297####$##31,615,550######$##29,697,844####7##% Operating income##$##6,954,003####$##5,632,831######$##6,194,509####23##% Operating margin####21##%####18##%######21##%#### Global Streaming Memberships:######################## Paid net membership additions####29,529######8,903########18,181####232##% Paid memberships at end of period####260,276######230,747########221,844####13##% Average paying memberships####240,889######222,924########210,784####8##% Average monthly revenue per paying membership##$##11.64####$##11.76######$##11.67####(1)##%"}
-{"_id": "NFLX20230258", "title": "NFLX Results of Operations", "text": "(1) In April 2023, we announced our plans to discontinue our DVD-by-mail service, and we ceased providing our mailing services to customers on September 29, 2023. The discontinuance of our DVD business had an immaterial impact on our operations and financial results."}
-{"_id": "NFLX20230259", "title": "NFLX Results of Operations", "text": "Consolidated revenues for the year ended December 31, 2023 increased 7% as compared to the year ended December 31, 2022. Operating margin for the year ended December 31, 2023 increased three percentage points, primarily due to revenues growing at a faster rate as compared to the growth in cost of revenues and marketing and decreased technology and development expenses, partially offset by higher growth in general and administrative expenses as compared to the growth in revenues."}
-{"_id": "NFLX20230261", "title": "NFLX Streaming Revenues", "text": "We primarily derive revenues from monthly membership fees for services related to streaming content to our members. We offer a variety of streaming membership plans, the price of which varies by country and the features of the plan. As of December 31, 2023, pricing on our paid plans ranged from the U.S. dollar equivalent of $1 to $28 per month, and pricing on our extra member sub accounts ranged from the U.S. dollar equivalent of $2 to $8 per month. We expect that from time to time the prices of our membership plans in each country may change and we may test other plan and price variations."}
-{"_id": "NFLX20230267", "title": "NFLX Streaming Revenues", "text": "We also earn revenue from advertisements presented on our streaming service, consumer products and various other sources. Revenues earned from sources other than monthly membership fees were not material for the years ended December 31, 2023, 2022, and 2021. ########Year Ended December 31,##########Change#### ####2023####2022####2021######2023 vs. 2022#### ############(in thousands, except percentages)########## Streaming revenues##$##33,640,458##$##31,469,852##$##29,515,496##$##2,170,606####7##%"}
-{"_id": "NFLX20230268", "title": "NFLX Streaming Revenues", "text": "Streaming revenues for the year ended December 31, 2023 increased 7% as compared to the year ended December 31, 2022, primarily due to the 8% growth in average paying memberships, partially offset by a 1% decrease in average monthly revenue per paying membership. The decrease in average monthly revenue per paying membership was primarily due to changes in plan mix, higher membership growth in regions with lower average monthly revenue per paying membership, partially offset by limited price increases. Additionally, streaming revenues for the year ended December 31, 2023 were further impacted by unfavorable fluctuations in foreign exchange rates."}
-{"_id": "NFLX20230269", "title": "NFLX Streaming Revenues", "text": "The following tables summarize streaming revenue and other streaming membership information by region for the years ended December 31, 2023, 2022 and 2021."}
-{"_id": "NFLX20230279", "title": "NFLX United States and Canada (UCAN)", "text": " ########As of/Year Ended December 31,##########Change#### ####2023####2022####2021######2023 vs. 2022#### ############(in thousands, except revenue per membership and percentages)########## Revenues##$##14,873,783##$##14,084,643##$##12,972,100##$##789,140####6##% Paid net membership additions (losses)####5,832####(919)####1,279####6,751####735##% Paid memberships at end of period (1)####80,128####74,296####75,215####5,832####8##% Average paying memberships####76,126####74,001####74,234####2,125####3##% Average monthly revenue per paying membership##$##16.28##$##15.86##$##14.56##$##0.42####3##% Constant currency change (2)####################3##%"}
-{"_id": "NFLX20230289", "title": "NFLX Europe, Middle East, and Africa (EMEA)", "text": " ########As of/Year Ended December 31,##########Change#### ####2023####2022####2021######2023 vs. 2022#### ############(in thousands, except revenue per membership and percentages)########## Revenues##$##10,556,487##$##9,745,015##$##9,699,819##$##811,472####8##% Paid net membership additions####12,084####2,693####7,338####9,391####349##% Paid memberships at end of period (1)####88,813####76,729####74,036####12,084####16##% Average paying memberships####80,928####73,904####69,518####7,024####10##% Average monthly revenue per paying membership##$##10.87##$##10.99##$##11.63##$##(0.12)####(1)##% Constant currency change (2)####################(1)##%"}
-{"_id": "NFLX20230299", "title": "NFLX Latin America (LATAM)", "text": " ########As of/Year Ended December 31,##########Change#### ####2023####2022####2021######2023 vs. 2022#### ############(in thousands, except revenue per membership and percentages)########## Revenues##$##4,446,461##$##4,069,973##$##3,576,976##$##376,488####9##% Paid net membership additions####4,298####1,738####2,424####2,560####147##% Paid memberships at end of period (1)####45,997####41,699####39,961####4,298####10##% Average paying memberships####42,802####40,000####38,573####2,802####7##% Average monthly revenue per paying membership##$##8.66##$##8.48##$##7.73##$##0.18####2##% Constant currency change (2)####################10##%"}
-{"_id": "NFLX20230310", "title": "NFLX Asia-Pacific (APAC)", "text": " ########As of/Year Ended December 31,##########Change#### ####2023####2022####2021######2023 vs. 2022#### ############(in thousands, except revenue per membership and percentages)########## Revenues##$##3,763,727##$##3,570,221##$##3,266,601##$##193,506####5##% Paid net membership additions####7,315####5,391####7,140####1,924####36##% Paid memberships at end of period (1)####45,338####38,023####32,632####7,315####19##% Average paying memberships####41,033####35,019####28,461####6,014####17##% Average monthly revenue per paying membership##$##7.64##$##8.50##$##9.56##$##(0.86)####(10)##% Constant currency change (2)####################(6)##%"}
-{"_id": "NFLX20230311", "title": "NFLX Asia-Pacific (APAC)", "text": "(1) A paid membership (also referred to as a paid subscription) is defined as a membership that has the right to receive Netflix service following sign-up and a method of payment being provided, and that is not part of a free trial or certain other promotions that may be offered by the Company to new or rejoining members. Certain members have the option to add extra member sub accounts. These extra member sub accounts are not included in paid memberships. A membership is canceled and ceases to be reflected in the above metrics as of the effective cancellation date. Voluntary cancellations generally become effective at the end of the prepaid membership period. Involuntary cancellations, as a result of a failed method of payment, become effective immediately. Memberships are assigned to territories based on the geographic location used at time of sign-up as determined by the Company\u2019s internal systems, which utilize industry standard geo-location technology."}
-{"_id": "NFLX20230312", "title": "NFLX Asia-Pacific (APAC)", "text": "(2) We believe the non-GAAP financial measure of constant currency revenue is useful in analyzing the underlying trends in average monthly revenue per paying membership absent foreign currency fluctuations. However, this non-GAAP financial measure should be considered in addition to, not as a substitute for, or superior to other financial measures prepared in accordance with GAAP. In order to exclude the effect of foreign currency rate fluctuations on average monthly revenue per paying membership, we estimate current period revenue assuming foreign exchange rates had remained constant with foreign exchange rates from each of the corresponding months of the prior-year period. For the year ended December 31, 2023, our revenues would have been approximately $597 million higher had foreign currency exchange rates remained constant with those for the year ended December 31, 2022."}
-{"_id": "NFLX20230319", "title": "NFLX Cost of Revenues", "text": "Amortization of content assets makes up the majority of cost of revenues. Expenses directly associated with the acquisition, licensing and production of content (such as payroll, stock-based compensation, facilities, and other related personnel expenses, costs associated with obtaining rights to music included in our content, overall deals with talent, miscellaneous production related costs and participations and residuals), streaming delivery costs and other operations costs make up the remainder of cost of revenues. We have built our own global content delivery network (\u201cOpen Connect\u201d) to help us efficiently stream a high volume of content to our members over the internet. Delivery expenses, therefore, include equipment costs related to Open Connect, payroll and related personnel expenses and all third-party costs, such as cloud computing costs, associated with delivering content over the internet. Other operations costs include customer service and payment processing fees, including those we pay to our integrated payment partners, as well as other costs directly incurred in making our content available to members. ##########Year Ended December 31,##############Change#### ####2023######2022######2021########2023 vs. 2022#### ################(in thousands, except percentages)############ Cost of revenues##$##19,715,368####$##19,168,285####$##17,332,683####$##547,083####3##% As a percentage of revenues####58##%####61##%####58##%##########"}
-{"_id": "NFLX20230320", "title": "NFLX Cost of Revenues", "text": "The increase in cost of revenues for the year ended December 31, 2023 as compared to the year ended December 31, 2022 was due to a $171 million increase in content amortization relating to our existing and new content, coupled with a $376 million increase in other cost of revenues primarily due to an increase in expenses directly associated with the acquisition, licensing and production of content."}
-{"_id": "NFLX20230328", "title": "NFLX Marketing", "text": "Marketing expenses consist primarily of advertising expenses and certain payments made to our marketing and advertising sales partners, including consumer electronics (\"CE\") manufacturers, multichannel video programming distributors (\"MVPDs\"), mobile operators and ISPs. Advertising expenses include promotional activities such as digital and television advertising. Marketing expenses also include payroll, stock-based compensation, facilities, and other related expenses for personnel that support sales and marketing activities. ##########Year Ended December 31,##############Change#### ####2023######2022######2021########2023 vs. 2022#### ################(in thousands, except percentages)############ Marketing##$##2,657,883####$##2,530,502####$##2,545,146####$##127,381####5##% As a percentage of revenues####8##%####8##%####9##%##########"}
-{"_id": "NFLX20230329", "title": "NFLX Marketing", "text": "The increase in marketing expenses for the year ended December 31, 2023 as compared to the year ended December 31, 2022 was primarily due to a $146 million increase in advertising expenses and a $21 million increase in personnel-related costs, partially offset by a $39 million decrease in payments to our marketing partners."}
-{"_id": "NFLX20230336", "title": "NFLX Technology and Development", "text": "Technology and development expenses consist primarily of payroll, stock-based compensation, facilities, and other related expenses for technology personnel responsible for making improvements to our service offerings, including testing, maintaining and modifying our user interface, our recommendations, merchandising and infrastructure. Technology and development expenses also include costs associated with general use computer hardware and software. ##########Year Ended December 31,##############Change#### ####2023######2022######2021########2023 vs. 2022#### ################(in thousands, except percentages)############ Technology and development##$##2,675,758####$##2,711,041####$##2,273,885####$##(35,283)####(1)##% As a percentage of revenues####8##%####9##%####8##%##########"}
-{"_id": "NFLX20230337", "title": "NFLX Technology and Development", "text": "Technology and development expenses for the year ended December 31, 2023 as compared to the year ended December 31, 2022 remained relatively flat."}
-{"_id": "NFLX20230344", "title": "NFLX General and Administrative", "text": "General and administrative expenses consist of payroll, stock-based compensation, facilities, and other related expenses for corporate personnel. General and administrative expenses also include professional fees and other general corporate expenses. ##########Year Ended December 31,##############Change#### ####2023######2022######2021########2023 vs. 2022#### ################(in thousands, except percentages)############ General and administrative##$##1,720,285####$##1,572,891####$##1,351,621####$##147,394####9##% As a percentage of revenues####5##%####5##%####5##%##########"}
-{"_id": "NFLX20230345", "title": "NFLX General and Administrative", "text": "The increase in general and administrative expenses for the year ended December 31, 2023 as compared to the year ended December 31, 2022 was primarily due to a $82 million increase in third-party expenses and a $78 million increase in personnel-related costs."}
-{"_id": "NFLX20230353", "title": "NFLX Interest Expense", "text": "Interest expense consists primarily of the interest associated with our outstanding debt obligations, including the amortization of debt issuance costs. See Note 6 Debt in the accompanying notes to our consolidated financial statements for further detail on our debt obligations. ##########Year Ended December 31,##############Change#### ####2023######2022######2021########2023 vs. 2022#### ################(in thousands, except percentages)############ Interest expense##$##699,826####$##706,212####$##765,620####$##(6,386)####(1)##% As a percentage of revenues####2##%####2##%####3##%##########"}
-{"_id": "NFLX20230354", "title": "NFLX Interest Expense", "text": "Interest expense for the year ended December 31, 2023 consisted primarily of $698 million of interest on our Notes. Interest expense for the year ended December 31, 2023 as compared to the year ended December 31, 2022 remained relatively flat."}
-{"_id": "NFLX20230361", "title": "NFLX Interest and Other Income (Expense)", "text": "Interest and other income (expense) consists primarily of foreign exchange gains and losses on foreign currency denominated balances and interest earned on cash, cash equivalents and short-term investments. ##########Year Ended December 31,##############Change#### ####2023######2022######2021########2023 vs. 2022#### ################(in thousands, except percentages)############ Interest and other income (expense)##$##(48,772)####$##337,310####$##411,214####$##(386,082)####(114)##% As a percentage of revenues####\u2014##%####1##%####1##%##########"}
-{"_id": "NFLX20230362", "title": "NFLX Interest and Other Income (Expense)", "text": "Interest and other income (expense) decreased primarily due to foreign exchange losses of $293 million for the year ended December 31, 2023 as compared to a gain of $282 million for the year ended December 31, 2022. The foreign exchange loss in the year ended December 31, 2023 was primarily driven by the non-cash loss of $176 million from the remeasurement of our Senior Notes denominated in euros, coupled with the remeasurement of cash and content liability positions in currencies other than the functional currencies. The foreign exchange gain in the year ended December 31, 2022 was primarily driven by the non-cash $353 million gain from the remeasurement of our Senior Notes denominated in euros, partially offset by the remeasurement of cash and content liability positions in currencies other than the functional currencies. The change in foreign currency gains and losses was partially offset by a $221 million increase in interest income earned due to higher average interest rates and investment balances for the year ended December 31, 2023 as compared to the year ended December 31, 2022."}
-{"_id": "NFLX20230368", "title": "NFLX Provision for Income Taxes", "text": " ##########Year Ended December 31,##############Change#### ####2023######2022######2021########2023 vs. 2022#### ################(in thousands, except percentages)############ Provision for income taxes##$##797,415####$##772,005####$##723,875####$##25,410####3##% Effective tax rate####13##%####15##%####12##%##########"}
-{"_id": "NFLX20230370", "title": "NFLX Provision for Income Taxes", "text": "The decrease in our effective tax rate for the year ended December 31, 2023 as compared to the year ended December 31, 2022 is primarily due to a decrease in foreign taxes. See Note 10 Income Taxes to the consolidated financial statements for further information regarding income taxes."}
-{"_id": "NFLX20230376", "title": "NFLX Liquidity and Capital Resources", "text": " ######As of December 31,############Change#### ####2023######2022########2023 vs. 2022#### ############(in thousands, except percentages)########## Cash, cash equivalents, restricted cash and short-term investments##$##7,139,488####$##6,081,858####$##1,057,630####17##% Short-term and long-term debt####14,543,261######14,353,076######190,185####1##%"}
-{"_id": "NFLX20230377", "title": "NFLX Liquidity and Capital Resources", "text": "Cash, cash equivalents, restricted cash and short-term investments increased $1,058 million in the year ended December 31, 2023 primarily due to cash provided by operations, partially offset by the repurchase of stock."}
-{"_id": "NFLX20230378", "title": "NFLX Liquidity and Capital Resources", "text": "Debt, net of debt issuance costs, increased $190 million primarily due to the remeasurement of our euro-denominated notes. The amount of principal and interest due in the next twelve months is $1,077 million. The amount of principal and interest due beyond the next twelve months is $16,662 million. As of December 31, 2023, no amounts had been borrowed under our $1 billion Revolving Credit Agreement. See Note 6 Debt in the accompanying notes to our consolidated financial statements."}
-{"_id": "NFLX20230379", "title": "NFLX Liquidity and Capital Resources", "text": "We anticipate that our future capital needs from the debt market will be more limited compared to prior years. Our ability to obtain this or any additional financing that we may choose or need, including for potential strategic acquisitions and investments, will depend on, among other things, our development efforts, business plans, operating performance, and the condition of the capital markets at the time we seek financing. We may not be able to obtain such financing on terms acceptable to us or at all. If we raise additional funds through the issuance of equity or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, and our stockholders may experience dilution."}
-{"_id": "NFLX20230380", "title": "NFLX Liquidity and Capital Resources", "text": "In March 2021, our Board of Directors authorized the repurchase of up to $5 billion of our common stock, with no expiration date, and in September 2023, the Board of Directors increased the share repurchase authorization by an additional $10 billion, also with no expiration date. Stock repurchases may be effected through open market repurchases in compliance with Rule 10b-18 under the Exchange Act, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act, privately-negotiated transactions, accelerated stock repurchase plans, block purchases, or other similar purchase techniques and in such amounts as management deems appropriate. We are not obligated to repurchase any specific number of shares, and the timing and actual number of shares repurchased will depend on a variety of factors, including our stock price, general economic, business and market conditions, and alternative investment opportunities. We may discontinue any repurchases of our common stock at any time without prior notice. In the fiscal year ended December 31, 2023, the Company repurchased 14,513,790 shares of common stock for an aggregate amount of $6,045 million. As of December 31, 2023, $8.4 billion remains available for repurchases."}
-{"_id": "NFLX20230381", "title": "NFLX Liquidity and Capital Resources", "text": "Our primary uses of cash include the acquisition, licensing and production of content, marketing programs, streaming delivery and personnel-related costs, as well as strategic acquisitions and investments. Cash payment terms for non-original content have historically been in line with the amortization period. Investments in original content, and in particular content that we produce and own, require more cash upfront relative to licensed content. For example, production costs are paid as the content is created, well in advance of when the content is available on the service and amortized. We expect to continue to significantly invest in global content, particularly in original content, which will impact our liquidity. We currently anticipate that cash flows from operations, available funds and access to financing sources, including our revolving credit facility, will continue to be sufficient to meet our cash needs for the next twelve months and beyond."}
-{"_id": "NFLX20230387", "title": "NFLX Liquidity and Capital Resources", "text": "Our material cash requirements from known contractual and other obligations primarily relate to our content, debt and lease obligations. As of December 31, 2023, the expected timing of those payments are as follows: Contractual obligations (in thousands):####Total####Next 12 Months####Beyond 12 Months Content obligations (1)##$##21,713,349##$##10,328,923##$##11,384,426 Debt (2)####17,739,159####1,077,261####16,661,898 Operating lease obligations (3)####3,088,899####513,506####2,575,393 Total##$##42,541,407##$##11,919,690##$##30,621,717"}
-{"_id": "NFLX20230389", "title": "NFLX Liquidity and Capital Resources", "text": "(1)As of December 31, 2023, content obligations were comprised of $4.5 billion included in \"Current content liabilities\" and $2.6 billion of \"Non-current content liabilities\" on the Consolidated Balance Sheets and $14.6 billion of obligations that are not reflected on the Consolidated Balance Sheets as they did not then meet the criteria for recognition."}
-{"_id": "NFLX20230390", "title": "NFLX Liquidity and Capital Resources", "text": "Content obligations include amounts related to the acquisition, licensing and production of content. An obligation for the production of content includes non-cancelable commitments under creative talent and employment agreements and other production related commitments. An obligation for the acquisition and licensing of content is incurred at the time we enter into an agreement to obtain future titles. Once a title becomes available, a content liability is recorded on the Consolidated Balance Sheets. Certain agreements include the obligation to license rights for unknown future titles, the ultimate quantity and/or fees for which are not yet determinable as of the reporting date. Traditional film output deals, or certain TV series license agreements where the number of seasons to be aired is unknown, are examples of these types of agreements. The contractual obligations table above does not include any estimated obligation for the unknown future titles, payment for which could range from less than one year to more than five years. However, these unknown obligations are expected to be significant and we believe could include approximately $1 billion to $4 billion over the next three years, with the payments for the vast majority of such amounts expected to occur after the next twelve months. The foregoing range is based on considerable management judgments and the actual amounts may differ. Once we know the title that we will receive and the license fees, we include the amount in the contractual obligations table above."}
-{"_id": "NFLX20230391", "title": "NFLX Liquidity and Capital Resources", "text": "(2)Debt obligations include our Notes consisting of principal and interest payments. See Note 6 Debt in the accompanying notes to our consolidated financial statements for further details."}
-{"_id": "NFLX20230392", "title": "NFLX Liquidity and Capital Resources", "text": "(3)Operating lease obligations are comprised of operating lease liabilities included in \"Accrued expenses and other liabilities\" and \"Other non-current liabilities\" on the Consolidated Balance Sheets, inclusive of imputed interest. Operating lease obligations also include additional obligations that are not reflected on the Consolidated Balance Sheets as they did not meet the criteria for recognition. As of December 31, 2023, the Company has additional operating leases for real estate that have not yet commenced of $343 million which has been included above. See Note 5 Balance Sheet Components in the accompanying notes to our consolidated financial statements for further details regarding leases."}
-{"_id": "NFLX20230393", "title": "NFLX Liquidity and Capital Resources", "text": "In addition, as of December 31, 2023, we had gross unrecognized tax benefits of $327 million, of which $221 million was classified in \u201cOther non-current liabilities\" in the Consolidated Balance Sheets. At this time, an estimate of the range of reasonably possible adjustments to the balance of unrecognized tax benefits cannot be made."}
-{"_id": "NFLX20230395", "title": "NFLX Free Cash Flow", "text": "We define free cash flow as cash provided by (used in) operating activities less purchases of property and equipment and change in other assets. We believe free cash flow is an important liquidity metric because it measures, during a given period, the amount of cash generated that is available to repay debt obligations, make strategic acquisitions and investments and for certain other activities like stock repurchases. Free cash flow is considered a non-GAAP financial measure and should not be considered in isolation of, or as a substitute for, net income, operating income, net cash provided by operating activities, or any other measure of financial performance or liquidity presented in accordance with GAAP."}
-{"_id": "NFLX20230408", "title": "NFLX Free Cash Flow", "text": "In assessing liquidity in relation to our results of operations, we compare free cash flow to net income, noting that the major recurring differences are the timing impact between content payments and amortization, non-cash stock-based compensation expense, non-cash remeasurement gain/loss on our euro-denominated debt, excess property and equipment purchases over depreciation, and other working capital differences. Working capital differences primarily include deferred revenue, taxes and semi-annual interest payments on our outstanding debt. Our receivables from members generally settle quickly. ########Year Ended December 31,##########Change#### ####2023####2022####2021######2023 vs. 2022#### ########(in thousands)############## Net cash provided by operating activities##$##7,274,301##$##2,026,257##$##392,610##$##5,248,044####259##% Net cash provided by (used in) investing activities####541,751####(2,076,392)####(1,339,853)####2,618,143####126##% Net cash used in financing activities####(5,950,803)####(664,254)####(1,149,776)####5,286,549####796##% Non-GAAP reconciliation of free cash flow:###################### Net cash provided by operating activities####7,274,301####2,026,257####392,610####5,248,044####259##% Purchases of property and equipment####(348,552)####(407,729)####(524,585)####(59,177)####(15)##% Change in other assets####\u2014####\u2014####(26,919)####\u2014####\u2014##% Free cash flow##$##6,925,749##$##1,618,528##$##(158,894)##$##5,307,221####328##%"}
-{"_id": "NFLX20230409", "title": "NFLX Free Cash Flow", "text": "Net cash provided by operating activities increased $5,248 million from the year ended December 31, 2022 to $7,274 million for the year ended December 31, 2023. The increase in net cash provided by operating activities was primarily driven by a decrease in payments for content assets, coupled with a $916 million or 20% increase in net income and favorable changes in working capital. The payments for content assets decreased $3,519 million, from $16,660 million to $13,140 million, or 21%."}
-{"_id": "NFLX20230410", "title": "NFLX Free Cash Flow", "text": "Net cash provided by (used in) investing activities increased $2,618 million from the year ended December 31, 2022 to $542 million for the year ended December 31, 2023. The increase in net cash provided by (used in) investing activities is primarily due to proceeds from the maturities of short-term investments, net of purchases, and there being no acquisitions in the year ended December 31, 2023, as compared to acquisitions for an aggregate amount of $757 million in the year ended December 31, 2022."}
-{"_id": "NFLX20230411", "title": "NFLX Free Cash Flow", "text": "Net cash used in financing activities increased $5,287 million from the year ended December 31, 2022 to $5,951 million for the year ended December 31, 2023. The increase in net cash used in financing activities is primarily due to repurchases of common stock for an aggregate amount of $6,045 million in the year ended December 31, 2023, as compared to no repurchases of common stock in the year ended December 31, 2022, partially offset by the absence of debt maturities in the year ended December 31, 2023 as compared to the repayment upon maturity of the $700 million aggregate principal amount of our 5.500% Senior Notes in February 2022."}
-{"_id": "NFLX20230412", "title": "NFLX Free Cash Flow", "text": "Free cash flow was $1,518 million higher than net income for the year ended December 31, 2023 primarily due to $1,057 million of amortization expense exceeding cash payments for content assets, $339 million of non-cash stock-based compensation expense, $176 million of non-cash remeasurement loss on our euro-denominated debt, and $47 million in other favorable working capital differences, partially offset by $101 million of property and equipment purchases exceeding depreciation expense."}
-{"_id": "NFLX20230414", "title": "NFLX Indemnifications", "text": "The information set forth under Note 8 Commitments and Contingencies in the accompanying notes to our consolidated financial statements included in Part II, Item 8, \"Financial Statements and Supplementary Data\" of this Annual Report on Form 10-K is incorporated herein by reference."}
-{"_id": "NFLX20230416", "title": "NFLX Critical Accounting Estimates", "text": "The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. The Securities and Exchange Commission (\"SEC\") has defined a company\u2019s critical accounting policies as the ones that are most important to the portrayal of a company\u2019s financial condition and results of operations, and which require a company to make its most difficult and subjective judgments. Based on this definition, we have identified the critical accounting policies and judgments addressed below. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates."}
-{"_id": "NFLX20230418", "title": "NFLX Content", "text": "We acquire, license and produce content, including original programming, in order to offer our members unlimited viewing of video entertainment. The content licenses are for a fixed fee and specific windows of availability. Payment terms for certain content licenses and the production of content require more upfront cash payments relative to the amortization expense. Payments for content, including additions to content assets and the changes in related liabilities, are classified within \"Net cash provided by operating activities\" on the Consolidated Statements of Cash Flows."}
-{"_id": "NFLX20230419", "title": "NFLX Content", "text": "We recognize content assets (licensed and produced) as \"Content assets, net\" on the Consolidated Balance Sheets. For licensed content, we capitalize the fee per title and record a corresponding liability at the gross amount of the liability when the license period begins, the cost of the title is known and the title is accepted and available for streaming. For produced content, we capitalize costs associated with the production, including development costs, direct costs and production overhead. Participations and residuals are expensed in line with the amortization of production costs."}
-{"_id": "NFLX20230421", "title": "NFLX Content", "text": "Based on factors including historical and estimated viewing patterns, we amortize the content assets (licensed and produced) in \u201cCost of revenues\u201d on the Consolidated Statements of Operations over the shorter of each title's contractual window of availability or estimated period of use or ten years, beginning with the month of first availability. The amortization is on an accelerated basis, as we typically expect more upfront viewing, and film amortization is more accelerated than TV series amortization. On average, over 90% of a licensed or produced content asset is expected to be amortized within four years"}
-{"_id": "NFLX20230422", "title": "NFLX Content", "text": "after its month of first availability. We review factors that impact the amortization of the content assets on a regular basis. Our estimates related to these factors require considerable management judgment."}
-{"_id": "NFLX20230423", "title": "NFLX Content", "text": "In the normal course of business, we, or a third-party producing content on our behalf, may qualify for tax incentives through eligible spend on productions. The accounting for tax incentives is dependent on the particular type of incentive, including the nature of the benefit and the location the incentive is earned. In general, tax incentives are realized as cash receipts and may be received prior to or after a title launches on our service. Upon a title\u2019s launch, any amounts we are eligible for through qualified production spend but have not received, are recognized in \u201cOther current assets\u201d or \u201cOther non-current assets\u201d on the Consolidated Balance Sheets as receivables. Tax incentives are generally accounted for as a reduction to the cost basis of content assets (presented in \u201cContent assets, net\u201d) and reduce content amortization over the life of the title (as presented in \u201cCost of revenues\u201d) on the Consolidated Statements of Operations."}
-{"_id": "NFLX20230424", "title": "NFLX Content", "text": "Our business model is subscription based as opposed to a model generating revenues at a specific title level. Content assets (licensed and produced) are predominantly monetized as a group and therefore are reviewed at a group level when an event or change in circumstances indicates a change in the expected usefulness of the content or that the fair value may be less than unamortized cost. To date, we have not identified any such event or changes in circumstances. If such changes are identified in the future, these aggregated content assets will be stated at the lower of unamortized cost or fair value. In addition, unamortized costs for assets that have been, or are expected to be, abandoned are written off."}
-{"_id": "NFLX20230426", "title": "NFLX Income Taxes", "text": "We record a provision for income taxes for the anticipated tax consequences of our reported results of operations using the asset and liability method. Deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as net operating loss and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance when it is more likely than not they will not be realized."}
-{"_id": "NFLX20230427", "title": "NFLX Income Taxes", "text": "Although we believe our assumptions, judgments and estimates are reasonable, changes in tax laws or our interpretation of tax laws and the resolution of any tax audits could significantly impact the amounts provided for income taxes in our consolidated financial statements."}
-{"_id": "NFLX20230428", "title": "NFLX Income Taxes", "text": "In evaluating our ability to recover our deferred tax assets, in full or in part, we consider all available positive and negative evidence, including our past operating results, and our forecast of future earnings, future taxable income and prudent and feasible tax planning strategies. The assumptions utilized in determining future taxable income require significant judgment and are consistent with the plans and estimates we are using to manage the underlying business. Actual operating results in future years could differ from our current assumptions, judgments and estimates."}
-{"_id": "NFLX20230429", "title": "NFLX Income Taxes", "text": "We do not recognize certain tax benefits from uncertain tax positions within the provision for income taxes. We may recognize a tax benefit only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Due to uncertainties in any tax audit outcome, our estimates of the ultimate settlement of our unrecognized tax positions may change and the actual tax benefits may differ significantly from the estimates."}
-{"_id": "NFLX20230430", "title": "NFLX Income Taxes", "text": "See Note 10 Income Taxes to the consolidated financial statements for further information regarding income taxes."}
-{"_id": "NFLX20230432", "title": "NFLX Recent Accounting Pronouncements", "text": "The information set forth under Note 1 to the consolidated financial statements under the caption \u201cBasis of Presentation and Summary of Significant Accounting Policies\u201d is incorporated herein by reference."}
-{"_id": "NFLX20230434", "title": "NFLX and Qualitative Disclosures about Market Risk", "text": "We are exposed to market risks related to interest rate changes and the corresponding changes in the market values of our debt and foreign currency fluctuations."}
-{"_id": "NFLX20230436", "title": "NFLX Interest Rate Risk", "text": "At December 31, 2023, our cash equivalents and short-term investments were generally invested in money market funds and time deposits. Interest paid on such funds fluctuates with the prevailing interest rate."}
-{"_id": "NFLX20230438", "title": "NFLX Interest Rate Risk", "text": "As of December 31, 2023, we had $14.6 billion of debt, consisting of fixed rate unsecured debt in fourteen tranches due between 2024 and 2030. Refer to Note 6 to the consolidated financial statements for details about all issuances. The fair value"}
-{"_id": "NFLX20230439", "title": "NFLX Interest Rate Risk", "text": "of our debt will fluctuate with movements of interest rates, increasing in periods of declining rates of interest and declining in periods of increasing rates of interest. The fair value of our debt will also fluctuate based on changes in foreign currency rates, as discussed below."}
-{"_id": "NFLX20230441", "title": "NFLX Foreign Currency Risk", "text": "We operate our business globally and transact in multiple currencies. Currencies denominated in other than the U.S. dollar accounted for 57% of revenue and 28% of operating expenses for the year ended December 31, 2023. We therefore have foreign currency risk related to these currencies, with our largest exposures being the euro, the British pound, the Brazilian real, the Canadian dollar, and the Mexican peso."}
-{"_id": "NFLX20230442", "title": "NFLX Foreign Currency Risk", "text": "Accordingly, volatility in exchange rates, and in particular a weakening of foreign currencies relative to the U.S. dollar may negatively affect our revenue and operating income as expressed in U.S. dollars. For the year ended December 31, 2023, our revenues would have been approximately $597 million higher had foreign currency exchange rates remained constant with those in the same period of 2022. See Part II, Item 7, \"Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\" for further information regarding our non-GAAP financial measure of constant currency."}
-{"_id": "NFLX20230443", "title": "NFLX Foreign Currency Risk", "text": "In the year ended December 31, 2023, we entered into foreign exchange forward contracts to mitigate fluctuations in forecasted U.S. dollar-equivalent revenues occurring in January 2024 and beyond from changes in foreign currency exchange rates. These contracts may reduce, but do not entirely eliminate, the effect of foreign currency exchange fluctuations, and we may choose not to hedge certain exposures. We designate these contracts as cash flow hedges of forecasted foreign currency revenue and initially record the gains or losses on these derivative instruments as a component of accumulated other comprehensive income (\u201cAOCI\") and reclassify the amounts into \u201cRevenues\u201d on the Consolidated Statements of Operations in the same period the forecasted transaction affects earnings. If the U.S dollar weakened by 10% as of December 31, 2023, the amount recorded in AOCI related to our foreign exchange contracts, before taxes, would have been approximately $958 million lower. This adverse change in AOCI would be expected to offset a corresponding favorable foreign currency change in the underlying forecasted revenues when recognized in earnings."}
-{"_id": "NFLX20230444", "title": "NFLX Foreign Currency Risk", "text": "In the year ended December 31, 2023, we also entered into foreign exchange forward contracts to mitigate fluctuations in forecasted and firmly committed U.S. dollar-equivalent transactions related to the licensing and production of content assets occurring in January 2024 and beyond from changes in foreign currency exchange rates. These contracts may reduce, but do not entirely eliminate, the effect of foreign currency exchange fluctuations, and we may choose not to hedge certain exposures. We designate these contracts as cash flow hedges and initially record the gains or losses on these derivative instruments as a component of AOCI and reclassify the amounts into \u201cCost of Revenues\u201d to offset the hedged exposures as they affect earnings, which occurs as the underlying hedged content assets are amortized. If the U.S dollar strengthened by 10% as of December 31, 2023, the amount recorded in AOCI related to our foreign exchange contracts, before taxes, would have been approximately $71 million lower. This adverse change in AOCI would be expected to offset a corresponding favorable foreign currency change in the underlying exposures when recognized in earnings."}
-{"_id": "NFLX20230445", "title": "NFLX Foreign Currency Risk", "text": "We have also experienced and will continue to experience fluctuations in our net income as a result of gains (losses) on the settlement and the remeasurement of monetary assets and liabilities denominated in currencies that are not the functional currency. In the year ended December 31, 2023, we recognized a $293 million foreign exchange loss primarily due to the non-cash remeasurement of our Senior Notes denominated in euros and the remeasurement of cash and content liabilities denominated in currencies other than the functional currencies."}
-{"_id": "NFLX20230446", "title": "NFLX Foreign Currency Risk", "text": "In addition, the effect of exchange rate changes on cash, cash equivalents and restricted cash as disclosed on the Consolidated Statements of Cash Flows in the year ended December 31, 2023 was an increase of $83 million."}
-{"_id": "NFLX20230448", "title": "NFLX Statements and Supplementary Data", "text": "The consolidated financial statements and accompanying notes listed in Part IV, Item 15(a)(1) of this Annual Report on Form 10-K are included immediately following Part IV hereof and incorporated by reference herein."}
-{"_id": "NFLX20230451", "title": "NFLX in and Disagreements with Accountants on Accounting and Financial Disclosure", "text": "None."}
-{"_id": "NFLX20230454", "title": "NFLX and Procedures (a)Evaluation of Disclosure Controls and Procedures", "text": "Our management, with the participation of our co-Chief Executive Officers and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, our co-Chief Executive Officers and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K were effective in providing reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission\u2019s rules and forms, and that such information is accumulated and communicated to our management, including our co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures."}
-{"_id": "NFLX20230456", "title": "NFLX and Procedures (a)Evaluation of Disclosure Controls and Procedures (b)Management\u2019s Annual Report on Internal Control Over Financial Reporting", "text": "Our management, including our co-Chief Executive Officers and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Netflix have been detected."}
-{"_id": "NFLX20230458", "title": "NFLX and Procedures (a)Evaluation of Disclosure Controls and Procedures (b)Management\u2019s Annual Report on Internal Control Over Financial Reporting (c)Changes in Internal Control Over Financial Reporting", "text": "Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act). Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d) in Internal Control\u2014Integrated Framework (2013 framework). Based on our assessment under the framework in Internal Control\u2014Integrated Framework (2013 framework), our management concluded that our internal control over financial reporting was effective as of December 31, 2023. The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report that is included herein."}
-{"_id": "NFLX20230460", "title": "NFLX and Procedures (a)Evaluation of Disclosure Controls and Procedures (b)Management\u2019s Annual Report on Internal Control Over Financial Reporting (c)Changes in Internal Control Over Financial Reporting", "text": "There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting."}
-{"_id": "NFLX20230462", "title": "NFLX Report of Independent Registered Public Accounting Firm", "text": "To the Stockholders and the Board of Directors of Netflix, Inc."}
-{"_id": "NFLX20230464", "title": "NFLX Opinion on Internal Control Over Financial Reporting", "text": "We have audited Netflix, Inc.\u2019s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Netflix, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria."}
-{"_id": "NFLX20230465", "title": "NFLX Opinion on Internal Control Over Financial Reporting", "text": "We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, stockholders\u2019 equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated January 26, 2024 expressed an unqualified opinion thereon."}
-{"_id": "NFLX20230467", "title": "NFLX Basis for Opinion", "text": "The Company\u2019s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management\u2019s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company\u2019s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "NFLX20230468", "title": "NFLX Basis for Opinion", "text": "We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects."}
-{"_id": "NFLX20230469", "title": "NFLX Basis for Opinion", "text": "Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion."}
-{"_id": "NFLX20230471", "title": "NFLX Definition and Limitations of Internal Control Over Financial Reporting", "text": "A company\u2019s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company\u2019s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company\u2019s assets that could have a material effect on the financial statements."}
-{"_id": "NFLX20230472", "title": "NFLX Definition and Limitations of Internal Control Over Financial Reporting", "text": "Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate."}
-{"_id": "NFLX20230481", "title": "NFLX Rule 10b5-1 Trading Plans", "text": "The adoption or termination of contracts, instructions or written plans for the purchase or sale of our securities by our Section 16 officers and directors for the three months ended December 31, 2023, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (\u201cRule 10b5-1 Plan\u201d), were as follows: Name##Title##Action##Date Adopted##Expiration Date##Aggregate # of Securities to be Purchased/Sold Ted Sarandos (1)##Co-CEO and Director##Adoption##11/10/2023##2/7/2025##68,957"}
-{"_id": "NFLX20230482", "title": "NFLX Rule 10b5-1 Trading Plans", "text": "(1) Ted Sarandos, co-CEO and a member of the Board of Directors, entered into a pre-arranged stock trading plan pursuant to Rule 10b5-1 on November 10, 2023. Mr. Sarandos' plan provides for the potential exercise of vested stock options and the associated sale of up to 68,957 shares of Netflix common stock. The plan expires on February 7, 2025, or upon the earlier completion of all authorized transactions under the plan."}
-{"_id": "NFLX20230483", "title": "NFLX Rule 10b5-1 Trading Plans", "text": "Other than those disclosed above, none of our directors or officers adopted or terminated a \"non-Rule 10b5-1 trading arrangement\" as defined in Item 408 of Regulation S-K."}
-{"_id": "NFLX20230486", "title": "NFLX Regarding Foreign Jurisdictions that Prevent Inspections", "text": "Not applicable."}
-{"_id": "NFLX20230488", "title": "NFLX Executive Officers and Corporate Governance", "text": "Information regarding our directors and executive officers is incorporated by reference from the information contained under the sections \u201cProposal One: Election of Directors,\u201d and \u201cCode of Ethics\u201d in our Proxy Statement for the Annual Meeting of Stockholders."}
-{"_id": "NFLX20230490", "title": "NFLX Compensation", "text": "Information required by this item is incorporated by reference from information contained under the sections \u201cCompensation Discussion and Analysis\u201d and \u201cCompensation of Named Executive Officers and Other Matters\u201d in our Proxy Statement for the Annual Meeting of Stockholders."}
-{"_id": "NFLX20230491", "title": "NFLX Compensation", "text": "Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters"}
-{"_id": "NFLX20230492", "title": "NFLX Compensation", "text": "Information required by this item is incorporated by reference from information contained under the sections \u201cSecurity Ownership of Certain Beneficial Owners and Management\u201d and \u201cEquity Compensation Plan Information\u201d in our Proxy Statement for the Annual Meeting of Stockholders."}
-{"_id": "NFLX20230494", "title": "NFLX Relationships and Related Transactions, and Director Independence", "text": "Information required by this item is incorporated by reference from information contained under the section \u201cCertain Relationships and Related Transactions\u201d and \u201cDirector Independence\u201d in our Proxy Statement for the Annual Meeting of Stockholders."}
-{"_id": "NFLX20230497", "title": "NFLX Accountant Fees and Services", "text": "Information with respect to principal independent registered public accounting firm fees and services is incorporated by reference from the information under the caption \u201cProposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm\u201d in our Proxy Statement for the Annual Meeting of Stockholders."}
-{"_id": "NFLX20230499", "title": "NFLX Financial Statement Schedules", "text": "(a)The following documents are filed as part of this Annual Report on Form 10-K:"}
-{"_id": "NFLX20230500", "title": "NFLX Financial Statement Schedules", "text": "(1)Financial Statements:"}
-{"_id": "NFLX20230501", "title": "NFLX Financial Statement Schedules", "text": "The financial statements are filed as part of this Annual Report on Form 10-K under \u201cItem 8. Financial Statements and Supplementary Data.\u201d"}
-{"_id": "NFLX20230502", "title": "NFLX Financial Statement Schedules", "text": "(2)Financial Statement Schedules:"}
-{"_id": "NFLX20230503", "title": "NFLX Financial Statement Schedules", "text": "The financial statement schedules are omitted as they are either not applicable or the information required is presented in the financial statements and notes thereto under \u201cItem 8. Financial Statements and Supplementary Data.\u201d"}
-{"_id": "NFLX20230504", "title": "NFLX Financial Statement Schedules", "text": "(3)Exhibits:"}
-{"_id": "NFLX20230505", "title": "NFLX Financial Statement Schedules", "text": "See Exhibit Index immediately following the signature page of this Annual Report on Form 10-K."}
-{"_id": "NFLX20230508", "title": "NFLX Form 10\u2013K Summary", "text": "None."}
-{"_id": "NFLX20230509", "title": "NFLX Form 10\u2013K Summary", "text": "NETFLIX, INC."}
-{"_id": "NFLX20230517", "title": "NFLX INDEX TO FINANCIAL STATEMENTS", "text": " ##Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)##37 Consolidated Statements of Operations##39 Consolidated Statements of Comprehensive Income##40 Consolidated Statements of Cash Flows##41 Consolidated Balance Sheets##42 Consolidated Statements of Stockholders\u2019 Equity##43"}
-{"_id": "NFLX20230521", "title": "NFLX Report of Independent Registered Public Accounting Firm", "text": "To the Stockholders and the Board of Directors of Netflix, Inc."}
-{"_id": "NFLX20230523", "title": "NFLX Opinion on the Financial Statements", "text": "We have audited the accompanying consolidated balance sheets of Netflix, Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, stockholders\u2019 equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the \u201cconsolidated financial statements\"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles."}
-{"_id": "NFLX20230524", "title": "NFLX Opinion on the Financial Statements", "text": "We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated January 26, 2024 expressed an unqualified opinion thereon."}
-{"_id": "NFLX20230526", "title": "NFLX Basis for Opinion", "text": "These financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "NFLX20230527", "title": "NFLX Basis for Opinion", "text": "We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion."}
-{"_id": "NFLX20230530", "title": "NFLX Critical Audit Matter", "text": "The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates."}
-{"_id": "NFLX20230532", "title": "NFLX Content Amortization", "text": "Description of the Matter As disclosed in Note 1 to the consolidated financial statements \u201cOrganization and Summary of Significant Accounting Policies\u201d, the Company acquires, licenses and produces content, including original programming (\u201cContent\u201d). The Company amortizes Content based on factors including historical and estimated viewing patterns. Auditing the amortization of the Company\u2019s Content is complex and subjective due to the judgmental nature of amortization which is based on an estimate of future viewing patterns. Estimated viewing patterns are based on historical and forecasted viewing. If actual viewing patterns differ from these estimates, the pattern and/or period of amortization would be changed and could affect the timing of recognition of content amortization."}
-{"_id": "NFLX20230538", "title": "NFLX Content Amortization", "text": "How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the content amortization process. For example, we tested controls over management\u2019s review of the content amortization method and the significant assumptions, including the historical and forecasted viewing hour consumption, used to develop estimated viewing patterns. We also tested management\u2019s controls to determine that the data used in the model was complete and accurate. To test content amortization, our audit procedures included, among others, evaluating the content amortization method, testing the significant assumptions used to develop the estimated viewing patterns and testing the completeness and accuracy of the underlying data. For example, we assessed management\u2019s assumptions by comparing them to current viewing trends and current operating information including comparing previous estimates of viewing patterns to actual results. We also performed sensitivity analyses to evaluate the potential changes in the content amortization recorded that could result from changes in the assumptions. ##/s/ Ernst & Young LLP We have served as the Company's auditor since 2012.## San Jose, California## January 26, 2024##"}
-{"_id": "NFLX20230539", "title": "NFLX Content Amortization", "text": "NETFLIX, INC."}
-{"_id": "NFLX20230561", "title": "NFLX CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data)", "text": " ########Year ended December 31,#### ####2023####2022####2021 Revenues##$##33,723,297##$##31,615,550##$##29,697,844 Cost of revenues####19,715,368####19,168,285####17,332,683 Marketing####2,657,883####2,530,502####2,545,146 Technology and development####2,675,758####2,711,041####2,273,885 General and administrative####1,720,285####1,572,891####1,351,621 Operating income####6,954,003####5,632,831####6,194,509 Other income (expense):############ Interest expense####(699,826)####(706,212)####(765,620) Interest and other income (expense)####(48,772)####337,310####411,214 Income before income taxes####6,205,405####5,263,929####5,840,103 Provision for income taxes####(797,415)####(772,005)####(723,875) Net income##$##5,407,990##$##4,491,924##$##5,116,228 Earnings per share:############ Basic##$##12.25##$##10.10##$##11.55 Diluted##$##12.03##$##9.95##$##11.24 Weighted-average shares of common stock outstanding:############ Basic####441,571####444,698####443,155 Diluted####449,498####451,290####455,372"}
-{"_id": "NFLX20230563", "title": "NFLX CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data)", "text": "See accompanying notes to consolidated financial statements."}
-{"_id": "NFLX20230564", "title": "NFLX CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data)", "text": "NETFLIX, INC."}
-{"_id": "NFLX20230575", "title": "NFLX CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands)", "text": " ########Year ended December 31,#### ####2023####2022####2021 Net income##$##5,407,990##$##4,491,924##$##5,116,228 Other comprehensive income (loss):############ Foreign currency translation adjustments####113,384####(176,811)####(84,893) Cash flow hedges:############ Net unrealized gains (losses), net of tax benefit (expense) of $36 million, $0, and $0, respectively####(120,023)####\u2014####\u2014 Total other comprehensive loss####(6,639)####(176,811)####(84,893) Comprehensive income##$##5,401,351##$##4,315,113##$##5,031,335"}
-{"_id": "NFLX20230577", "title": "NFLX CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands)", "text": "See accompanying notes to consolidated financial statements."}
-{"_id": "NFLX20230578", "title": "NFLX CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands)", "text": "NETFLIX, INC."}
-{"_id": "NFLX20230621", "title": "NFLX CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)", "text": " ########Year Ended December 31,#### ####2023####2022####2021 Cash flows from operating activities:############ Net income##$##5,407,990##$##4,491,924##$##5,116,228 Adjustments to reconcile net income to net cash provided by operating activities:############ Additions to content assets####(12,554,703)####(16,839,038)####(17,702,202) Change in content liabilities####(585,602)####179,310####232,898 Amortization of content assets####14,197,437####14,026,132####12,230,367 Depreciation and amortization of property, equipment and intangibles####356,947####336,682####208,412 Stock-based compensation expense####339,368####575,452####403,220 Foreign currency remeasurement loss (gain) on debt####176,296####(353,111)####(430,661) Other non-cash items####512,075####533,543####376,777 Deferred income taxes####(459,359)####(166,550)####199,548 Changes in operating assets and liabilities:############ Other current assets####(181,003)####(353,834)####(369,681) Accounts payable####93,502####(158,543)####145,115 Accrued expenses and other liabilities####103,565####(55,513)####180,338 Deferred revenue####178,708####27,356####91,350 Other non-current assets and liabilities####(310,920)####(217,553)####(289,099) Net cash provided by operating activities####7,274,301####2,026,257####392,610 Cash flows from investing activities:############ Purchases of property and equipment####(348,552)####(407,729)####(524,585) Change in other assets####\u2014####\u2014####(26,919) Acquisitions####\u2014####(757,387)####(788,349) Purchases of short-term investments####(504,862)####(911,276)####\u2014 Proceeds from maturities of short-term investments####1,395,165####\u2014####\u2014 Net cash provided by (used in) investing activities####541,751####(2,076,392)####(1,339,853) Cash flows from financing activities:############ Repayments of debt####\u2014####(700,000)####(500,000) Proceeds from issuance of common stock####169,990####35,746####174,414 Repurchases of common stock####(6,045,347)####\u2014####(600,022) Taxes paid related to net share settlement of equity awards####\u2014####\u2014####(224,168) Other financing activities####(75,446)####\u2014####\u2014 Net cash used in financing activities####(5,950,803)####(664,254)####(1,149,776) Effect of exchange rate changes on cash, cash equivalents and restricted cash####82,684####(170,140)####(86,740) Net increase (decrease) in cash, cash equivalents and restricted cash####1,947,933####(884,529)####(2,183,759) Cash, cash equivalents and restricted cash, beginning of year####5,170,582####6,055,111####8,238,870 Cash, cash equivalents and restricted cash, end of year##$##7,118,515##$##5,170,582##$##6,055,111 Supplemental disclosure:############ Income taxes paid##$##1,154,973##$##811,720##$##509,265 Interest paid####684,504####701,693####763,432"}
-{"_id": "NFLX20230623", "title": "NFLX CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)", "text": "See accompanying notes to consolidated financial statements."}
-{"_id": "NFLX20230624", "title": "NFLX CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)", "text": "NETFLIX, INC."}
-{"_id": "NFLX20230659", "title": "NFLX CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data)", "text": " ######As of December 31,#### ####2023######2022 Assets########## Current assets:########## Cash and cash equivalents##$##7,116,913####$##5,147,176 Short-term investments####20,973######911,276 Other current assets####2,780,247######3,208,021 Total current assets####9,918,133######9,266,473 Content assets, net####31,658,056######32,736,713 Property and equipment, net####1,491,444######1,398,257 Other non-current assets####5,664,359######5,193,325 Total assets##$##48,731,992####$##48,594,768 Liabilities and Stockholders\u2019 Equity########## Current liabilities:########## Current content liabilities##$##4,466,470####$##4,480,150 Accounts payable####747,412######671,513 Accrued expenses and other liabilities####1,803,960######1,514,650 Deferred revenue####1,442,969######1,264,661 Short-term debt####399,844######\u2014 Total current liabilities####8,860,655######7,930,974 Non-current content liabilities####2,578,173######3,081,277 Long-term debt####14,143,417######14,353,076 Other non-current liabilities####2,561,434######2,452,040 Total liabilities####28,143,679######27,817,367 Commitments and contingencies (Note 8)########## Stockholders\u2019 equity:########## Preferred stock, $0.001 par value; 10,000,000 shares authorized at December 31, 2023 and December 31, 2022; no shares issued and outstanding at December 31, 2023 and December 31, 2022####\u2014######\u2014 Common stock, $0.001 par value; 4,990,000,000 shares authorized at December 31, 2023 and December 31, 2022; 432,759,584 and 445,346,776 issued and outstanding at December 31, 2023 and December 31, 2022, respectively####5,145,172######4,637,601 Treasury stock at cost (16,078,268 and 1,564,478 shares at December 31, 2023 and December 31, 2022)####(6,922,200)######(824,190) Accumulated other comprehensive loss####(223,945)######(217,306) Retained earnings####22,589,286######17,181,296 Total stockholders\u2019 equity####20,588,313######20,777,401 Total liabilities and stockholders\u2019 equity##$##48,731,992####$##48,594,768"}
-{"_id": "NFLX20230661", "title": "NFLX CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data)", "text": "See accompanying notes to consolidated financial statements."}
-{"_id": "NFLX20230662", "title": "NFLX CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data)", "text": "NETFLIX, INC."}
-{"_id": "NFLX20230685", "title": "NFLX CONSOLIDATED STATEMENTS OF STOCKHOLDERS\u2019 EQUITY (in thousands, except share data)", "text": " ####Common Stock and Additional Paid-in Capital########Treasury Stock####Accumulated Other Comprehensive Income (Loss)####Retained Earnings####Total Stockholders\u2019 Equity ##Shares######Amount################ Balances as of December 31, 2020##442,895,261####$##3,447,698##$##\u2014##$##44,398##$##7,573,144##$##11,065,240 Net income##\u2014######\u2014####\u2014####\u2014####5,116,228####5,116,228 Other comprehensive loss##\u2014######\u2014####\u2014####(84,893)####\u2014####(84,893) Issuance of common stock upon exercise of options##2,632,324######173,643####\u2014####\u2014####\u2014####173,643 Repurchases of common stock##(1,182,410)######\u2014####(600,022)####\u2014####\u2014####(600,022) Shares withheld related to net share settlement##(382,068)######\u2014####(224,168)####\u2014####\u2014####(224,168) Stock-based compensation expense##\u2014######403,220####\u2014####\u2014####\u2014####403,220 Balances as of December 31, 2021##443,963,107####$##4,024,561##$##(824,190)##$##(40,495)##$##12,689,372##$##15,849,248 Net income##\u2014######\u2014####\u2014####\u2014####4,491,924####4,491,924 Other comprehensive loss##\u2014######\u2014####\u2014####(176,811)####\u2014####(176,811) Issuance of common stock upon exercise of options##1,383,669######37,588####\u2014####\u2014####\u2014####37,588 Stock-based compensation expense##\u2014######575,452####\u2014####\u2014####\u2014####575,452 Balances as of December 31, 2022##445,346,776####$##4,637,601##$##(824,190)##$##(217,306)##$##17,181,296##$##20,777,401 Net income##\u2014######\u2014####\u2014####\u2014####5,407,990####5,407,990 Other comprehensive loss##\u2014######\u2014####\u2014####(6,639)####\u2014####(6,639) Issuance of common stock upon exercise of options##1,926,598######168,203####\u2014####\u2014####\u2014####168,203 Repurchases of common stock##(14,513,790)######\u2014####(6,098,010)####\u2014####\u2014####(6,098,010) Stock-based compensation expense##\u2014######339,368####\u2014####\u2014####\u2014####339,368 Balances as of December 31, 2023##432,759,584####$##5,145,172##$##(6,922,200)##$##(223,945)##$##22,589,286##$##20,588,313"}
-{"_id": "NFLX20230687", "title": "NFLX CONSOLIDATED STATEMENTS OF STOCKHOLDERS\u2019 EQUITY (in thousands, except share data)", "text": "See accompanying notes to consolidated financial statements."}
-{"_id": "NFLX20230688", "title": "NFLX CONSOLIDATED STATEMENTS OF STOCKHOLDERS\u2019 EQUITY (in thousands, except share data)", "text": "NETFLIX, INC."}
-{"_id": "NFLX20230692", "title": "NFLX Description of Business", "text": "Netflix, Inc. (the \u201cCompany\u201d) was incorporated on August 29, 1997 and began operations on April 14, 1998. The Company is one of the world\u2019s leading entertainment services with over 260 million paid memberships in over 190 countries enjoying TV series, films and games across a wide variety of genres and languages. Members can play, pause and resume watching as much as they want, anytime, anywhere, and can change their plans at any time."}
-{"_id": "NFLX20230694", "title": "NFLX Basis of Presentation", "text": "The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated."}
-{"_id": "NFLX20230696", "title": "NFLX Use of Estimates", "text": "The preparation of consolidated financial statements in conformity with generally accepted accounting principles (\"GAAP\") in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the content asset amortization policy and the recognition and measurement of income tax assets and liabilities. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates these assumptions, judgments and estimates. Actual results may differ from these estimates"}
-{"_id": "NFLX20230698", "title": "NFLX Recently issued accounting pronouncements not yet adopted", "text": "In November 2023, the Financial Accounting Standards Board (\u201cFASB\u201d) issued Accounting Standards Update (\u201cASU\u201d) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments\u2019 significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07."}
-{"_id": "NFLX20230699", "title": "NFLX Recently issued accounting pronouncements not yet adopted", "text": "In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09."}
-{"_id": "NFLX20230701", "title": "NFLX Cash Equivalents and Short-term Investments", "text": "The Company considers investments in instruments purchased with an original maturity of 90 days or less to be cash equivalents. The Company also classifies amounts in transit from payment processors for customer credit card and debit card transactions that it expects to settle within several days as cash equivalents."}
-{"_id": "NFLX20230702", "title": "NFLX Cash Equivalents and Short-term Investments", "text": "The Company classifies short-term investments, which consist of marketable securities with original maturities in excess of 90 days as available-for-sale. Short-term investments are reported at fair value, with allowances for credit losses included in \u201cInterest and other income (expense)\u201d in the Consolidated Statements of Operations and unrealized gains and losses included in \u201cAccumulated other comprehensive income (loss)\u201d within Stockholders\u2019 equity in the Consolidated Balance Sheets. The Company uses the specific identification method to determine cost in calculating realized gains and losses upon the sale of short-term investments."}
-{"_id": "NFLX20230704", "title": "NFLX Cash Equivalents and Short-term Investments", "text": "Short-term investments are reviewed periodically for allowances for credit losses and impairment. When evaluating the investments, the Company reviews factors such as the extent to which the fair value of the security is less than the amortized cost basis, adverse conditions specifically related to the security, the financial condition of the issuer, the Company\u2019s intent to sell, and whether it would be more likely than not that the Company would be required to sell the investments before the recovery of their amortized cost basis."}
-{"_id": "NFLX20230706", "title": "NFLX Content", "text": "The Company acquires, licenses and produces content, including original programming, in order to offer members unlimited viewing of video entertainment. The content licenses are for a fixed fee and specific windows of availability. Payment terms for certain content licenses and the production of content require more upfront cash payments relative to the amortization expense. Payments for content, including additions to content assets and the changes in related liabilities, are classified within \"Net cash provided by operating activities\" on the Consolidated Statements of Cash Flows."}
-{"_id": "NFLX20230707", "title": "NFLX Content", "text": "The Company recognizes content assets (licensed and produced) as \u201cContent assets, net\u201d on the Consolidated Balance Sheets. For licensed content, the Company capitalizes the fee per title and records a corresponding liability at the gross amount of the liability when the license period begins, the cost of the title is known and the title is accepted and available for streaming. For produced content, the Company capitalizes costs associated with the production, including development costs, direct costs and production overhead. Participations and residuals are expensed in line with the amortization of production costs."}
-{"_id": "NFLX20230708", "title": "NFLX Content", "text": "Based on factors including historical and estimated viewing patterns, the Company amortizes the content assets (licensed and produced) in \u201cCost of revenues\u201d on the Consolidated Statements of Operations over the shorter of each title's contractual window of availability or estimated period of use or ten years, beginning with the month of first availability. The amortization is on an accelerated basis, as the Company typically expects more upfront viewing, and film amortization is more accelerated than TV series amortization. On average, over 90% of a licensed or produced content asset is expected to be amortized within four years after its month of first availability. The Company reviews factors impacting the amortization of the content assets on a regular basis. The Company's estimates related to these factors require considerable management judgment."}
-{"_id": "NFLX20230709", "title": "NFLX Content", "text": "In the normal course of business, the Company, or a third-party producing content on the Company's behalf, may qualify for tax incentives through eligible spend on productions. The accounting for tax incentives is dependent on the particular type of incentive, including the nature of the benefit and the location the incentive is earned. In general, tax incentives are realized as cash receipts and may be received prior to or after a title launches on the Company\u2019s service. Upon a title\u2019s launch, any amounts the Company is eligible for through qualified production spend but has not received, are recognized in \u201cOther current assets\u201d or \u201cOther non-current assets\u201d on the Company\u2019s Consolidated Balance Sheets as receivables. Tax incentives are generally accounted for as a reduction to the cost basis of the Company\u2019s content assets (presented in \u201cContent assets, net\u201d) and reduce content amortization over the life of the title (as presented in \u201cCost of revenues\u201d) on the Consolidated Statements of Operations."}
-{"_id": "NFLX20230710", "title": "NFLX Content", "text": "The Company's business model is subscription based as opposed to a model generating revenues at a specific title level. Content assets (licensed and produced) are predominantly monetized as a group and therefore are reviewed in aggregate at a group level when an event or change in circumstances indicates a change in the expected usefulness of the content or that the fair value may be less than unamortized cost. To date, the Company has not identified any such event or changes in circumstances. If such changes are identified in the future, these aggregated content assets will be stated at the lower of unamortized cost or fair value. In addition, unamortized costs for assets that have been, or are expected to be, abandoned are written off."}
-{"_id": "NFLX20230712", "title": "NFLX Acquisitions", "text": "The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. In addition, uncertain tax positions, tax-related valuation allowances and pre-acquisition contingencies are initially recorded in connection with a business combination as of the acquisition date."}
-{"_id": "NFLX20230714", "title": "NFLX Property and Equipment", "text": "Property and equipment are carried at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the shorter of the estimated useful lives of the respective assets, generally up to 30 years, or the expected lease term for leasehold improvements, if applicable."}
-{"_id": "NFLX20230716", "title": "NFLX Trade Receivables", "text": "Trade receivables consist primarily of amounts related to members and payment partners that collect membership fees on the Company's behalf. The Company evaluates the need for an allowance for credit losses based on historical collection trends, the financial condition of its payment partners, and external market factors. The Company's allowance for credit losses was not material as of December 31, 2023 and December 31, 2022."}
-{"_id": "NFLX20230719", "title": "NFLX Revenue Recognition", "text": "The Company's primary source of revenues is from monthly membership fees. Members are billed in advance of the start of their monthly membership and revenues are recognized ratably over each monthly membership period. Revenues are"}
-{"_id": "NFLX20230720", "title": "NFLX Revenue Recognition", "text": "presented net of the taxes that are collected from members and remitted to governmental authorities. The Company is the principal in all its relationships where partners, including consumer electronics (\"CE\") manufacturers, multichannel video programming distributors (\"MVPDs\"), mobile operators and internet service providers (\"ISPs\"), provide access to the service as the Company retains control over service delivery to its members. In circumstances in which the price that the member pays is established by a partner and there is no standalone price for the Netflix service (for instance, in a bundle), the net amount collected from the partner is recognized as revenue."}
-{"_id": "NFLX20230721", "title": "NFLX Revenue Recognition", "text": "The Company also earns revenue from advertisements presented on its streaming service, consumer products and various other sources. Revenues earned from sources other than monthly membership fees were not material for the years ended December 31, 2023, 2022, and 2021. See Note 2 Revenue Recognition to the consolidated financial statements for further information regarding revenues."}
-{"_id": "NFLX20230723", "title": "NFLX Marketing", "text": "Marketing expenses consist primarily of advertising expenses and certain payments made to the Company\u2019s partners, including CE manufacturers, MVPDs, mobile operators and ISPs. Marketing expenses also include payroll, stock-based compensation, facilities, and other related expenses for personnel that support the Company's sales and marketing activities. Advertising expenses include promotional activities such as digital and television advertising. Advertising costs are expensed as incurred. Advertising expenses were $1,732 million, $1,586 million and $1,669 million for the years ended December 31, 2023, 2022 and 2021, respectively."}
-{"_id": "NFLX20230725", "title": "NFLX Income Taxes", "text": "The Company records a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as net operating loss and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefits for which future realization is uncertain. We account for the tax effects of global intangible low tax income as a current period expense."}
-{"_id": "NFLX20230726", "title": "NFLX Income Taxes", "text": "The Company does not recognize certain tax benefits from uncertain tax positions within the provision for income taxes. The Company may recognize a tax benefit only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. See Note 10 Income Taxes to the consolidated financial statements for further information regarding income taxes."}
-{"_id": "NFLX20230728", "title": "NFLX Foreign Currency", "text": "The functional currency for the Company's subsidiaries is determined based on the primary economic environment in which the subsidiary operates. The Company translates the assets and liabilities of its non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange rates in effect at the end of each period. Revenues and expenses for these subsidiaries are translated using rates that approximate those in effect during the period. Gains and losses from these translations are recognized in cumulative translation adjustment included in \"Accumulated other comprehensive income\" in Stockholders\u2019 equity on the Consolidated Balance Sheets."}
-{"_id": "NFLX20230729", "title": "NFLX Foreign Currency", "text": "The Company remeasures monetary assets and liabilities that are not denominated in the functional currency at exchange rates in effect at the end of each period. Gains and losses from these remeasurements are recognized in \"Interest and other income (expense)\" in the Consolidated Statements of Operations. Foreign currency transactions resulted in a loss of $293 million, a gain of $282 million, and a gain of $403 million for the years ended December 31, 2023, 2022, and 2021, respectively. These gains and losses were primarily due to the non-cash remeasurement of our Senior Notes denominated in euros and the remeasurement of cash and content liability positions denominated in currencies other than functional currencies."}
-{"_id": "NFLX20230731", "title": "NFLX Derivative Financial Instruments", "text": "The Company uses derivative instruments to manage foreign exchange risk related to its ongoing business operations with the primary objective of reducing operating income and cash flow volatility associated with fluctuations in foreign exchange rates."}
-{"_id": "NFLX20230733", "title": "NFLX Derivative Financial Instruments", "text": "The Company enters into forward contracts to manage the foreign exchange risk on forecasted revenue transactions denominated in currencies other than the U.S. dollar, as well as the foreign exchange risk on forecasted transactions and firm commitments related to the licensing and production of foreign currency-denominated content assets. These forward contracts"}
-{"_id": "NFLX20230734", "title": "NFLX Derivative Financial Instruments", "text": "are designated as cash flow hedges of foreign currency firm commitments and forecasted transactions and generally have maturities of 24 months or less. The hedging contracts may reduce, but do not entirely eliminate, the effect of foreign currency exchange movements, and the Company may choose not to hedge certain exposures."}
-{"_id": "NFLX20230735", "title": "NFLX Derivative Financial Instruments", "text": "The Company recognizes derivative instruments at fair value as either assets (presented in \u201cOther current assets\u201d and \u201cOther non-current assets\u201d) or liabilities (presented in \u201cAccrued expenses and other liabilities'' and \u201cOther non-current liabilities\u201d) on the Company\u2019s Consolidated Balance Sheets. The Company classifies derivative instruments in the Level 2 category within the fair value hierarchy."}
-{"_id": "NFLX20230736", "title": "NFLX Derivative Financial Instruments", "text": "The gain or loss on derivative instruments designated as cash flow hedges of forecasted foreign currency revenue is initially reported as a component of accumulated other comprehensive income (\u201cAOCI\") and reclassified into \u201cRevenues\u201d on the Consolidated Statements of Operations in the same period the forecasted transaction affects earnings. The gain or loss on derivative instruments designated as cash flow hedges of firmly committed or forecasted transactions related to the licensing and production of content assets is initially reported as a component of AOCI and reclassified into \u201cCost of Revenues\u201d on the Consolidated Statements of Operations in the same period the hedged transaction affects earnings, which occurs as the underlying hedged content assets are amortized. Cash flows from hedging activities are classified in the same category as the cash flows for the underlying item being hedged within \"Net cash provided by operating activities\" on the Consolidated Statements of Cash Flows."}
-{"_id": "NFLX20230737", "title": "NFLX Derivative Financial Instruments", "text": "In the event that the likelihood of occurrence of the underlying forecasted transactions is determined to be probable not to occur, the gains or losses on the related cash flow hedges are reclassified from AOCI to \u201cInterest and other income (expense)\u201d in the Consolidated Statements of Operations in the period of dedesignation."}
-{"_id": "NFLX20230738", "title": "NFLX Derivative Financial Instruments", "text": "See Note 7 Derivative Financial Instruments to the consolidated financial statements for further information regarding the Company\u2019s derivative financial instruments."}
-{"_id": "NFLX20230740", "title": "NFLX Stock-Based Compensation", "text": "The Company grants non-qualified stock options to its employees on a monthly basis. Stock-based compensation expense is based on the fair value of the options at the grant date and is recognized, net of forfeitures, over the requisite service period. See Note 9 Stockholders' Equity to the consolidated financial statements for further information regarding stock-based compensation."}
-{"_id": "NFLX20230749", "title": "NFLX 2.Revenue Recognition", "text": "The following tables summarize streaming revenues, paid net membership additions (losses), and ending paid memberships by region for the years ended December 31, 2023, 2022 and 2021, respectively: United States and Canada (UCAN) ########As of/Year Ended December 31,#### ####2023####2022####2021 ########(in thousands)#### Revenues##$##14,873,783##$##14,084,643##$##12,972,100 Paid net membership additions (losses)####5,832####(919)####1,279 Paid memberships at end of period (1)####80,128####74,296####75,215"}
-{"_id": "NFLX20230757", "title": "NFLX Europe, Middle East, and Africa (EMEA)", "text": " ########As of/Year Ended December 31,#### ####2023####2022####2021 ########(in thousands)#### Revenues##$##10,556,487##$##9,745,015##$##9,699,819 Paid net membership additions####12,084####2,693####7,338 Paid memberships at end of period (1)####88,813####76,729####74,036"}
-{"_id": "NFLX20230764", "title": "NFLX Latin America (LATAM)", "text": " ########As of/Year Ended December 31,#### ####2023####2022####2021 ########(in thousands)#### Revenues##$##4,446,461##$##4,069,973##$##3,576,976 Paid net membership additions####4,298####1,738####2,424 Paid memberships at end of period (1)####45,997####41,699####39,961"}
-{"_id": "NFLX20230771", "title": "NFLX Asia-Pacific (APAC)", "text": " ########As of/Year Ended December 31,#### ####2023####2022####2021 ########(in thousands)#### Revenues##$##3,763,727##$##3,570,221##$##3,266,601 Paid net membership additions####7,315####5,391####7,140 Paid memberships at end of period (1)####45,338####38,023####32,632"}
-{"_id": "NFLX20230772", "title": "NFLX Asia-Pacific (APAC)", "text": "(1) A paid membership (also referred to as a paid subscription) is defined as a membership that has the right to receive Netflix service following sign-up and a method of payment being provided, and that is not part of a free trial or certain other promotions that may be offered by the Company to new or rejoining members. Certain members have the option to add extra member sub accounts. These extra member sub accounts are not included in paid memberships. A membership is canceled and ceases to be reflected in the above metrics as of the effective cancellation date. Voluntary cancellations generally become effective at the end of the prepaid membership period. Involuntary cancellations, as a result of a failed method of payment, become effective immediately. Memberships are assigned to territories based on the geographic location used at time of sign-up as determined by the Company\u2019s internal systems, which utilize industry standard geo-location technology."}
-{"_id": "NFLX20230774", "title": "NFLX Asia-Pacific (APAC)", "text": "Deferred revenue consists of membership fees billed that have not been recognized, as well as gift and other prepaid memberships that have not been fully redeemed. As of December 31, 2023, total deferred revenue was $1,443 million, the vast majority of which was related to membership fees billed that are expected to be recognized as revenue within the next month. The remaining deferred revenue balance, which is related to gift cards and other prepaid memberships, will be recognized as revenue over the period of service after redemption, which is expected to occur over the next 12 months. The $178 million increase in deferred revenue as compared to the balance of $1,265 million for the year ended December 31, 2022, is a result of the increase in membership fees billed due to increased memberships."}
-{"_id": "NFLX20230791", "title": "NFLX 3.Earnings per Share", "text": "Basic earnings per share is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted earnings per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive, potential common shares outstanding during the period. Potential common shares consist of incremental shares issuable upon the assumed exercise of stock options. The computation of earnings per share is as follows: ########Year Ended December 31,#### ####2023####2022####2021 ########(in thousands, except per share data)#### Basic earnings per share:############ Net income##$##5,407,990##$##4,491,924##$##5,116,228 Shares used in computation:############ Weighted-average shares of common stock outstanding####441,571####444,698####443,155 Basic earnings per share##$##12.25##$##10.10##$##11.55 Diluted earnings per share:############ Net income##$##5,407,990##$##4,491,924##$##5,116,228 Shares used in computation:############ Weighted-average shares of common stock outstanding####441,571####444,698####443,155 Employee stock options####7,927####6,592####12,217 Weighted-average number of shares####449,498####451,290####455,372 Diluted earnings per share##$##12.03##$##9.95##$##11.24"}
-{"_id": "NFLX20230797", "title": "NFLX 3.Earnings per Share", "text": "Employee stock options with exercise prices greater than the average market price of the common stock were excluded from the diluted calculation as their inclusion would have been anti-dilutive. The following table summarizes the potential common shares excluded from the diluted calculation: ####Year Ended December 31,## ##2023##2022##2021 ####(in thousands)## Employee stock options##4,109##6,790##348"}
-{"_id": "NFLX20230799", "title": "NFLX 4.Cash, Cash Equivalents, Restricted Cash, and Short-term Investments", "text": "The Company classifies short-term investments, which consist of marketable securities with original maturities in excess of 90 days as available-for-sale. The Company does not buy and hold securities principally for the purpose of selling them in the near future. The Company\u2019s policy is focused on the preservation of capital, liquidity and return. From time to time, the Company may sell certain securities but the objectives are generally not to generate profits on short-term differences in price."}
-{"_id": "NFLX20230809", "title": "NFLX 4.Cash, Cash Equivalents, Restricted Cash, and Short-term Investments", "text": "The following tables summarize the Company's cash, cash equivalents, restricted cash and short-term investments as of December 31, 2023 and 2022: ############As of December 31, 2023######## ####Cash and cash equivalents####Short-term investments####Other Current Assets####Non-current Assets####Total ############(in thousands)######## Cash##$##5,986,629##$##\u2014##$##1,466##$##81##$##5,988,176 Level 1 securities:#################### Money market funds####925,652####\u2014####\u2014####55####925,707 Level 2 securities:#################### Time Deposits (1)####204,632####20,973####\u2014####\u2014####225,605 ##$##7,116,913##$##20,973##$##1,466##$##136##$##7,139,488"}
-{"_id": "NFLX20230819", "title": "NFLX 4.Cash, Cash Equivalents, Restricted Cash, and Short-term Investments", "text": "(1) The majority of the Company's time deposits are international deposits, which mature within one year. ########As of December 31, 2022######## ####Cash and cash equivalents####Short-term investments####Other Current Assets####Non-current Assets ########(in thousands)######## Cash##$##4,071,584##$##\u2014##$##3,410##$##19,874 Level 1 securities:################ Money market funds####569,826####\u2014####\u2014####122 Level 2 securities:################ Time Deposits (2)####505,766####911,276####\u2014####\u2014 ##$##5,147,176##$##911,276##$##3,410##$##19,996"}
-{"_id": "NFLX20230820", "title": "NFLX 4.Cash, Cash Equivalents, Restricted Cash, and Short-term Investments", "text": "(2) The majority of the Company's time deposits are domestic deposits, which mature within one year."}
-{"_id": "NFLX20230821", "title": "NFLX 4.Cash, Cash Equivalents, Restricted Cash, and Short-term Investments", "text": "Other current assets include restricted cash for deposits related to self-insurance and letter of credit agreements. Non-current assets include restricted cash related to letter of credit agreements. The fair value of cash equivalents and short-term investments included in the Level 2 category is based on observable inputs, such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly."}
-{"_id": "NFLX20230822", "title": "NFLX 4.Cash, Cash Equivalents, Restricted Cash, and Short-term Investments", "text": "See Note 6 Debt to the consolidated financial statements for further information regarding the fair value of the Company\u2019s senior notes."}
-{"_id": "NFLX20230824", "title": "NFLX 4.Cash, Cash Equivalents, Restricted Cash, and Short-term Investments", "text": "There were no material gross realized gains or losses for the years ended December 31, 2023 and 2022."}
-{"_id": "NFLX20230837", "title": "NFLX Content Assets, Net", "text": "Content assets consisted of the following: ######As of December 31,#### ####2023######2022 ######(in thousands)#### Licensed content, net##$##12,722,701####$##12,732,549 Produced content, net########## Released, less amortization####9,843,150######9,110,518 In production####8,247,578######10,255,940 In development and pre-production####844,627######637,706 ####18,935,355######20,004,164 Content assets, net##$##31,658,056####$##32,736,713"}
-{"_id": "NFLX20230838", "title": "NFLX Content Assets, Net", "text": "As of December 31, 2023, approximately $5,777 million, $2,860 million, and $1,842 million of the $12,723 million unamortized cost of the licensed content is expected to be amortized in each of the next three years. As of December 31, 2023, approximately $3,766 million, $2,622 million, and $1,793 million of the $9,843 million unamortized cost of the produced content that has been released is expected to be amortized in each of the next three years."}
-{"_id": "NFLX20230839", "title": "NFLX Content Assets, Net", "text": "As of December 31, 2023, the amount of accrued participations and residuals was not material."}
-{"_id": "NFLX20230846", "title": "NFLX Content Assets, Net", "text": "The following table represents the amortization of content assets: ########Year Ended December 31,#### ####2023####2022####2021 ########(in thousands)#### Licensed content##$##7,145,446##$##7,681,978##$##8,055,811 Produced content (1)####7,051,991####6,344,154####4,174,556 Total##$##14,197,437##$##14,026,132##$##12,230,367"}
-{"_id": "NFLX20230847", "title": "NFLX Content Assets, Net", "text": "(1) Tax incentives earned on qualified production spend generally reduce the cost-basis of content assets and result in lower content amortization over the life of the title. For the years ended December 31, 2023 and 2022, tax incentives resulted in lower content amortization on produced content of approximately $835 million and $719 million, respectively."}
-{"_id": "NFLX20230864", "title": "NFLX Property and Equipment, Net", "text": "Property and equipment and accumulated depreciation consisted of the following: ######As of December 31,#### ####2023######2022 ######(in thousands)#### Land##$##88,429####$##85,005 Buildings####150,736######52,106 Leasehold improvements####1,032,492######1,040,570 Furniture and fixtures####144,737######153,682 Information technology####414,092######442,681 Corporate aircraft####99,175######115,578 Machinery and equipment####10,334######26,821 Capital work-in-progress####406,492######235,555 Property and equipment, gross####2,346,487######2,151,998 Less: Accumulated depreciation####(855,043)######(753,741) Property and equipment, net##$##1,491,444####$##1,398,257"}
-{"_id": "NFLX20230866", "title": "NFLX Leases", "text": "The Company has entered into operating leases primarily for real estate. These leases generally have terms which range from 1 year to 15 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to 20 years, and are included in the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included in \"Other non-current assets\" on the Company's Consolidated Balance Sheets, and represent the Company\u2019s right to use the underlying asset for the lease term. The Company\u2019s obligations to make lease payments are included in \"Accrued expenses and other liabilities\" and \"Other non-current liabilities\" on the Company's Consolidated Balance Sheets. Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company has entered into various short-term operating leases with an initial term of twelve months or less. These leases are not recorded on the Company's Consolidated Balance Sheets. All operating lease expense is recognized on a straight-line basis over the lease term. Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. The Company has certain contracts for real estate which may contain lease and non-lease components which it has elected to treat as a single lease component."}
-{"_id": "NFLX20230873", "title": "NFLX Leases", "text": "The components of lease costs for the years ended December 31, 2023, 2022 and 2021 were as follows: ########Year ended December 31,#### ####2023####2022####2021 ########(in thousands)#### Operating lease cost##$##430,856##$##413,664##$##389,805 Short-term lease cost####207,822####194,764####152,765 Total lease cost##$##638,678##$##608,428##$##542,570"}
-{"_id": "NFLX20230889", "title": "NFLX Leases", "text": "Information related to the Company's operating right-of-use assets and related operating lease liabilities were as follows: ########Year ended December 31,#### ####2023####2022####2021 ########(in thousands)#### Cash paid for operating lease liabilities##$##451,525##$##413,034##$##349,586 Right-of-use assets obtained in exchange for new operating lease obligations####196,639####252,393####764,142 ########As of December 31,###### ####2023########2022## ########(in thousands, except lease term and discount rate)###### Operating lease right-of-use assets, net##$##2,076,899######$##2,227,122## Current operating lease liabilities##$##383,312######$##355,985## Non-current operating lease liabilities####2,046,801########2,222,503## Total operating lease liabilities##$##2,430,113######$##2,578,488## Weighted-average remaining lease term####7.5 years########8.3 years## Weighted-average discount rate####3.3##%######3.2##%"}
-{"_id": "NFLX20230900", "title": "NFLX Leases", "text": "Maturities of operating lease liabilities as of December 31, 2023 were as follows (in thousands): ##Due in 12 month period ended December 31,## 2024##$##460,353 2025####424,897 2026####401,306 2027####340,245 2028####282,465 Thereafter####827,117 ####2,736,383 Less imputed interest####(306,270) Total operating lease liabilities##$##2,430,113"}
-{"_id": "NFLX20230901", "title": "NFLX Leases", "text": "The Company has additional operating leases for real estate of $343 million which have not commenced as of December 31, 2023, and as such, have not been recognized on the Company's Consolidated Balance Sheets. These operating leases are expected to commence in 2024 with lease terms between 2 and 11 years."}
-{"_id": "NFLX20230910", "title": "NFLX Other Current Assets", "text": "Other current assets consisted of the following: ######As of#### ####December 31, 2023######December 31, 2022 ######(in thousands)#### Trade receivables##$##1,287,054####$##988,898 Prepaid expenses####408,936######392,735 Other (1)####1,084,257######1,826,388 Total other current assets##$##2,780,247####$##3,208,021"}
-{"_id": "NFLX20230911", "title": "NFLX Other Current Assets", "text": "(1) $555 million and $598 million of receivables related to tax incentives earned on production spend are included in Other as of December 31, 2023 and 2022, respectively."}
-{"_id": "NFLX20230913", "title": "NFLX Other Current Assets", "text": "The decrease in Other was primarily driven by receipt of amounts due under a modified content licensing arrangement."}
-{"_id": "NFLX20230915", "title": "NFLX 6.Debt", "text": "As of December 31, 2023, the Company had aggregate outstanding notes of $14,543 million, net of $65 million of issuance costs, with varying maturities (the \"Notes\"). Of the outstanding balance, $400 million, net of issuance costs, is classified as short-term debt on the Consolidated Balance Sheets. As of December 31, 2022, the Company had aggregate outstanding long-term notes of $14,353 million, net of $79 million of issuance costs. Each of the Notes were issued at par and are senior unsecured obligations of the Company. Interest is payable semi-annually at fixed rates. A portion of the outstanding Notes is denominated in foreign currency (comprised of \u20ac5,170 million) and is remeasured into U.S. dollars at each balance sheet date (with remeasurement loss totaling $176 million for the year ended December 31, 2023)."}
-{"_id": "NFLX20230934", "title": "NFLX 6.Debt", "text": "The following table provides a summary of the Company's outstanding debt and the fair values based on quoted market prices in less active markets as of December 31, 2023 and December 31, 2022: ######Principal Amount at Par##############Level 2 Fair Value as of#### ####December 31, 2023######December 31, 2022##Issuance Date##Maturity####December 31, 2023######December 31, 2022 ######(in millions)##############(in millions)#### 5.750% Senior Notes##$##400####$##400##February 2014##March 2024##$##400####$##404 5.875% Senior Notes####800######800##February 2015##February 2025####807######811 3.000% Senior Notes (1)####519######503##April 2020##June 2025####516######495 3.625% Senior Notes####500######500##April 2020##June 2025####491######479 4.375% Senior Notes####1,000######1,000##October 2016##November 2026####996######980 3.625% Senior Notes (1)####1,434######1,391##May 2017##May 2027####1,454######1,338 4.875% Senior Notes####1,600######1,600##October 2017##April 2028####1,621######1,557 5.875% Senior Notes####1,900######1,900##April 2018##November 2028####2,009######1,930 4.625% Senior Notes (1)####1,215######1,177##October 2018##May 2029####1,300######1,151 6.375% Senior Notes####800######800##October 2018##May 2029####872######830 3.875% Senior Notes (1)####1,325######1,284##April 2019##November 2029####1,372######1,201 5.375% Senior Notes####900######900##April 2019##November 2029####931######885 3.625% Senior Notes (1)####1,215######1,177##October 2019##June 2030####1,237######1,078 4.875% Senior Notes####1,000######1,000##October 2019##June 2030####1,012######944 ##$##14,608####$##14,432######$##15,018####$##14,083"}
-{"_id": "NFLX20230935", "title": "NFLX 6.Debt", "text": "(1) The following Senior Notes have a principal amount denominated in euro: 3.000% Senior Notes for \u20ac470 million, 3.625% Senior Notes for \u20ac1,300 million, 4.625% Senior Notes for \u20ac1,100 million, 3.875% Senior Notes for \u20ac1,200 million, and 3.625% Senior Notes for \u20ac1,100 million."}
-{"_id": "NFLX20230936", "title": "NFLX 6.Debt", "text": "Each of the Notes are repayable in whole or in part upon the occurrence of a change of control, at the option of the holders, at a purchase price in cash equal to 101% of the principal plus accrued interest. The Company may redeem the Notes prior to maturity in whole or in part at an amount equal to the principal amount thereof plus accrued and unpaid interest and an applicable premium. The Notes include, among other terms and conditions, limitations on the Company's ability to create, incur or allow certain liens; enter into sale and lease-back transactions; create, assume, incur or guarantee additional indebtedness of certain of the Company's subsidiaries; and consolidate or merge with, or convey, transfer or lease all or substantially all of the Company's and its subsidiaries assets, to another person. As of December 31, 2023 and December 31, 2022, the Company was in compliance with all related covenants."}
-{"_id": "NFLX20230939", "title": "NFLX Revolving Credit Facility", "text": "On March 6, 2023, the Company amended its $1 billion unsecured revolving credit facility (\"Revolving Credit Agreement\") to replace the London interbank offered rate to a variable secured overnight financing rate (the \u201cTerm SOFR Rate\u201d) as the rate to which interest payments are indexed, among other things. The Revolving Credit Agreement matures on June 17, 2026. Revolving loans may be borrowed, repaid and reborrowed until June 17, 2026, at which time all amounts borrowed must be repaid. The Company may use the proceeds of future borrowings under the Revolving Credit Agreement for"}
-{"_id": "NFLX20230940", "title": "NFLX Revolving Credit Facility", "text": "working capital and general corporate purposes. As of December 31, 2023, no amounts have been borrowed under the Revolving Credit Agreement."}
-{"_id": "NFLX20230941", "title": "NFLX Revolving Credit Facility", "text": "The borrowings under the Revolving Credit Agreement bear interest, at the Company\u2019s option, of either (i) a floating rate equal to a base rate (the \u201cAlternate Base Rate\u201d) or (ii) a rate equal to the Term SOFR Rate (or the applicable benchmark replacement), plus a margin of 0.75%. The Alternate Base Rate is defined as the greatest of (A) the rate of interest published by the Wall Street Journal, from time to time, as the prime rate, (B) the federal funds rate, plus 0.50% and (C) the Term SOFR Rate for a one-month tenor, plus 1.00%. The Term SOFR Rate is the forward-looking secured overnight financing rate administered by the Federal Reserve Bank of New York or a successor administrator, for the relevant interest period, but in no event shall the Term SOFR Rate be less than 0.00% per annum."}
-{"_id": "NFLX20230942", "title": "NFLX Revolving Credit Facility", "text": "The Company is also obligated to pay a commitment fee on the undrawn amounts of the Revolving Credit Agreement at an annual rate of 0.10%. The Revolving Credit Agreement requires the Company to comply with certain covenants, including covenants that limit or restrict the ability of the Company\u2019s subsidiaries to incur debt and limit or restrict the ability of the Company and its subsidiaries to grant liens and enter into sale and leaseback transactions; and, in the case of the Company or a guarantor, merge, consolidate, liquidate, dissolve or sell, transfer, lease or otherwise dispose of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole. As of December 31, 2023 and December 31, 2022, the Company was in compliance with all related covenants."}
-{"_id": "NFLX20230944", "title": "NFLX 7.Derivative Financial Instruments", "text": "In the fiscal year ended December 31, 2023, the Company entered into derivative financial instruments to manage foreign exchange risk related to its ongoing business operations with the primary objective of reducing operating income and cash flow volatility associated with fluctuations in foreign exchange rates. The Company did not use any derivative instruments prior to the fiscal year ended December 31, 2023."}
-{"_id": "NFLX20230953", "title": "NFLX Notional Amount of Derivative Contracts", "text": "The net notional amounts of the Company\u2019s outstanding derivative instruments were as follows: ######As of December 31,#### ####2023######2022 ######(in thousands)#### Derivatives designated as hedging instruments:########## Foreign exchange contracts########## Cash flow hedges##$##8,783,273####$##\u2014 Total##$##8,783,273####$##\u2014"}
-{"_id": "NFLX20230962", "title": "NFLX Fair Value of Derivative Contracts", "text": "The fair value of the Company\u2019s outstanding derivative instruments were as follows: ############As of December 31, 2023########## ######Derivative Assets############Derivative Liabilities#### ####Other current assets######Other non-current assets######Accrued expenses and other liabilities######Other non-current liabilities ############(in thousands)########## Derivatives designated as hedging instruments:###################### Foreign exchange contracts##$##26,416####$##4,518####$##140,089####$##46,575 Total##$##26,416####$##4,518####$##140,089####$##46,575"}
-{"_id": "NFLX20230963", "title": "NFLX Fair Value of Derivative Contracts", "text": "The Company classifies derivative instruments in the Level 2 category within the fair value hierarchy. These instruments are valued using industry standard valuation models that use observable inputs such as interest rate yield curves, and forward and spot prices for currencies."}
-{"_id": "NFLX20230965", "title": "NFLX Fair Value of Derivative Contracts", "text": "As of December 31, 2023, the pre-tax net accumulated loss on our foreign currency cash flow hedges included in AOCI on the Consolidated Balance Sheets expected to be recognized in earnings within the next 12 months is $128 million."}
-{"_id": "NFLX20230967", "title": "NFLX Master Netting Agreements", "text": "In order to mitigate counterparty credit risk, the Company enters into master netting agreements with its counterparties for its foreign currency exchange contracts, which permit the parties to settle amounts on a net basis under certain conditions. The Company has elected to present its derivative assets and liabilities on a gross basis on its Consolidated Balance Sheets."}
-{"_id": "NFLX20230968", "title": "NFLX Master Netting Agreements", "text": "The Company also enters into collateral security arrangements with its counterparties that require the parties to post cash collateral when certain contractual thresholds are met. No cash collateral was received or posted by the Company as of December 31, 2023."}
-{"_id": "NFLX20230975", "title": "NFLX Master Netting Agreements", "text": "The potential offsetting effect to the Company\u2019s derivative assets and liabilities under its master netting agreements and collateral security agreements were as follows: ##############As of December 31, 2023############## ####################Gross Amount Not Offset in the Consolidated Balance Sheets######## ####Gross Amount Recognized in the Consolidated Balance Sheets####Gross Amount Offset in the Consolidated Balance Sheets####Net Amount Presented in the Consolidated Balance Sheets######Financial Instruments######Collateral Received and Posted####Net Amount ##############(in thousands)############## Derivative assets##$##30,934##$##\u2014##$##30,934####$##(27,246)####$##\u2014##$##3,688 Derivative liabilities####186,664####\u2014####186,664######(27,246)######\u2014####159,418"}
-{"_id": "NFLX20230984", "title": "NFLX Effect of Derivative Instruments on Consolidated Financial Statements", "text": "The pre-tax gains (losses) on the Company\u2019s cash flow hedges recognized in AOCI were as follows: ########Year Ended December 31,#### ####2023####2022####2021 ########(in thousands)#### Cash flow hedges:############ Foreign exchange contracts (1)############ Amount included in the assessment of effectiveness##$##(155,730)##$##\u2014##$##\u2014 Total##$##(155,730)##$##\u2014##$##\u2014"}
-{"_id": "NFLX20230985", "title": "NFLX Effect of Derivative Instruments on Consolidated Financial Statements", "text": "(1) No amounts were excluded from the assessment of effectiveness."}
-{"_id": "NFLX20230986", "title": "NFLX Effect of Derivative Instruments on Consolidated Financial Statements", "text": "No gains or losses on derivative instruments were reclassified from AOCI into the Consolidated Statements of Operations in the year ended December 31, 2023."}
-{"_id": "NFLX20230989", "title": "NFLX Content", "text": "At December 31, 2023, the Company had $21.7 billion of obligations comprised of $4.5 billion included in \"Current content liabilities\" and $2.6 billion of \"Non-current content liabilities\" on the Consolidated Balance Sheets and $14.6 billion of obligations that are not reflected on the Consolidated Balance Sheets as they did not yet meet the criteria for recognition."}
-{"_id": "NFLX20230990", "title": "NFLX Content", "text": "At December 31, 2022, the Company had $21.8 billion of obligations comprised of $4.5 billion included in \"Current content liabilities\" and $3.1 billion of \"Non-current content liabilities\" on the Consolidated Balance Sheets and $14.2 billion of obligations that are not reflected on the Consolidated Balance Sheets as they did not yet meet the criteria for recognition."}
-{"_id": "NFLX20231000", "title": "NFLX Content", "text": "The expected timing of payments for these content obligations is as follows: ######As of December 31,#### ####2023######2022 ######(in thousands)#### Less than one year##$##10,328,923####$##10,038,483 Due after one year and through 3 years####8,784,302######9,425,551 Due after 3 years and through 5 years####2,016,358######2,124,307 Due after 5 years####583,766######243,606 Total content obligations##$##21,713,349####$##21,831,947"}
-{"_id": "NFLX20231001", "title": "NFLX Content", "text": "Content obligations include amounts related to the acquisition, licensing and production of content. Obligations that are in non-U.S. dollar currencies are translated to the U.S. dollar at period end rates. An obligation for the production of content includes non-cancelable commitments under creative talent and employment agreements as well as other production related commitments. An obligation for the acquisition and licensing of content is incurred at the time the Company enters into an agreement to obtain future titles. Once a title becomes available, a content liability is recorded on the Consolidated Balance Sheets. Certain agreements include the obligation to license rights for unknown future titles, the ultimate quantity and/or fees for which are not yet determinable as of the reporting date. Traditional film output deals, or certain TV series license agreements where the number of seasons to be aired is unknown, are examples of such license agreements. The Company does not include any estimated obligation for these future titles beyond the known minimum amount. However, the unknown obligations are expected to be significant."}
-{"_id": "NFLX20231003", "title": "NFLX Legal Proceedings", "text": "From time to time, in the normal course of its operations, the Company is subject to litigation matters and claims, including claims relating to employee relations, business practices and patent infringement. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict and the Company's view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. An unfavorable outcome to any legal matter, if material, could have an adverse effect on the Company's operations or its financial position, liquidity or results of operations."}
-{"_id": "NFLX20231004", "title": "NFLX Legal Proceedings", "text": "The Company is involved in litigation matters not listed herein but does not consider the matters to be material either individually or in the aggregate at this time. The Company's view of the matters not listed may change in the future as the litigation and events related thereto unfold."}
-{"_id": "NFLX20231006", "title": "NFLX Non-Income Taxes", "text": "The Company is routinely under audit by various tax authorities with regard to non-income tax matters. The subject matter of non-income tax audits primarily arises from disputes on the tax treatment and tax rate applied to our revenue in certain jurisdictions. We accrue non-income taxes that may result from examinations by, or any negotiated agreements with, these tax authorities when a loss is probable and reasonably estimable."}
-{"_id": "NFLX20231007", "title": "NFLX Non-Income Taxes", "text": "Similar to other U.S. companies doing business in Brazil, the Company is involved in a number of matters with Brazilian tax authorities regarding non-income tax assessments. Although the Company believes it has meritorious defenses to these matters, there is inherent complexity and uncertainty with respect to these matters, and the final outcome may be materially different from our expectations. The current potential exposure with respect to the various issues with Brazilian tax authorities regarding non-income tax assessments is estimated to be approximately $300 million, which is expected to increase over time."}
-{"_id": "NFLX20231009", "title": "NFLX Guarantees\u2014Indemnification Obligations", "text": "In the ordinary course of business, the Company has entered into contractual arrangements under which it has agreed to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company\u2019s breach of such agreements and out of intellectual property infringement claims made by third parties. In these circumstances, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract."}
-{"_id": "NFLX20231011", "title": "NFLX Guarantees\u2014Indemnification Obligations", "text": "The Company\u2019s obligations under these agreements may be limited in terms of time or amount, and in some instances, the Company may have recourse against third parties for certain payments. In addition, the Company has entered into indemnification agreements with its directors and certain of its officers that will require it, among other things, to indemnify"}
-{"_id": "NFLX20231012", "title": "NFLX Guarantees\u2014Indemnification Obligations", "text": "them against certain liabilities that may arise by reason of their status or service as directors or officers. The terms of such obligations vary."}
-{"_id": "NFLX20231014", "title": "NFLX Guarantees\u2014Indemnification Obligations", "text": "It is not possible to make a reasonable estimate of the maximum potential amount of future payments under these or similar agreements due to the conditional nature of the Company\u2019s obligations and the unique facts and circumstances involved in each particular agreement. No amount has been accrued in the accompanying consolidated financial statements with respect to these indemnification guarantees."}
-{"_id": "NFLX20231017", "title": "NFLX Voting Rights", "text": "The holders of each share of common stock shall be entitled to one vote per share on all matters to be voted upon by the Company\u2019s stockholders."}
-{"_id": "NFLX20231019", "title": "NFLX Stock Option Plan", "text": "In June 2020, the Company's stockholders approved the 2020 Stock Plan, which was adopted by the Company's Board of Directors in March 2020 subject to stockholder approval. The 2020 Stock Plan provides for the grant of incentive stock options to employees and for the grant of non-statutory stock options, stock appreciation rights, restricted stock and restricted stock units to employees, directors and consultants."}
-{"_id": "NFLX20231037", "title": "NFLX Stock Option Plan", "text": "A summary of the activities related to the Company\u2019s stock option plans is as follows: ##Shares Available for Grant####Options Outstanding########## ####Number of Shares######Weighted- Average Exercise Price (per share)##Weighted- Average Remaining Contractual Term (in years)####Aggregate Intrinsic Value (in thousands) Balances as of December 31, 2020##21,702,085##18,676,810####$##170.23###### Granted##(1,556,725)##1,556,725######554.11###### Exercised##\u2014##(2,632,324)######65.97###### Expired##\u2014##(5,360)######34.63###### Balances as of December 31, 2021##20,145,360##17,595,851####$##219.83###### Granted##(3,691,257)##3,691,257######267.94###### Exercised##\u2014##(1,383,669)######27.19###### Expired##\u2014##(6,578)######11.10###### Balances as of December 31, 2022##16,454,103##19,896,861####$##242.22###### Granted##(1,729,218)##1,729,218######372.49###### Exercised##\u2014##(1,926,598)######87.30###### Expired##\u2014##(4,372)######36.39###### Balances as of December 31, 2023##14,724,885##19,695,109####$##268.86##5.35##$##4,429,404 Vested and expected to vest as of December 31, 2023####19,695,109####$##268.86##5.35##$##4,429,404 Exercisable as of December 31, 2023####19,447,739####$##267.37##5.30##$##4,404,586"}
-{"_id": "NFLX20231038", "title": "NFLX Stock Option Plan", "text": "The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between the Company\u2019s closing stock price on the last trading day of 2023 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on the last trading day of 2023. This amount changes based on the fair market value of the Company\u2019s common stock."}
-{"_id": "NFLX20231045", "title": "NFLX Stock Option Plan", "text": "A summary of the amounts related to option exercises, is as follows: ########Year Ended December 31,#### ####2023####2022####2021 ########(in thousands)#### Total intrinsic value of options exercised##$##610,594##$##345,839##$##1,362,599 Cash received from options exercised####169,990####35,746####174,414"}
-{"_id": "NFLX20231057", "title": "NFLX Stock-Based Compensation", "text": "Stock options are generally vested in full upon grant date and exercisable for the full ten year contractual term regardless of employment status. Stock options granted to certain named executive officers vest on the one-year anniversary of the grant date, subject to the employee\u2019s continuous employment or service with the Company through the vesting date. The following table summarizes the assumptions used to value option grants using the lattice-binomial model and the valuation data: ##########Year Ended December 31,######## ####2023######2022######2021## Dividend yield####\u2014##%####\u2014##%####\u2014##% Expected volatility####40% - 46%######38% - 52%######34% - 41%## Risk-free interest rate####3.57% - 4.56%######1.71% - 3.79%######1.08% - 1.62%## Suboptimal exercise factor####4.22 - 4.30######4.71 - 4.82######3.81 - 3.98## Valuation data:################## Weighted-average fair value (per share)##$##211.27####$##155.88####$##259.01## Total stock-based compensation expense (in thousands)####339,368######575,452######403,220## Total income tax impact on provision (in thousands)####61,588######127,289######89,642##"}
-{"_id": "NFLX20231058", "title": "NFLX Stock-Based Compensation", "text": "The Company considers several factors in determining the suboptimal exercise factor, including the historical and estimated option exercise behavior."}
-{"_id": "NFLX20231059", "title": "NFLX Stock-Based Compensation", "text": "The Company calculates expected volatility based solely on implied volatility. The Company believes that implied volatility of publicly traded options in its common stock is more reflective of market conditions, and given consistently high trade volumes of the options, can reasonably be expected to be a better indicator of expected volatility than historical volatility of its common stock."}
-{"_id": "NFLX20231060", "title": "NFLX Stock-Based Compensation", "text": "In valuing shares issued under the Company\u2019s employee stock option plans, the Company bases the risk-free interest rate on U.S. Treasury zero-coupon issues with terms similar to the contractual term of the options. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in the option valuation model. The Company does not use a post-vesting termination rate as options are generally fully vested upon grant date."}
-{"_id": "NFLX20231061", "title": "NFLX Stock-Based Compensation", "text": "The total fair value of stock options that vested during the year ended December 31, 2023 was $311 million. The Company did not grant any stock options subject to vesting conditions in the years ended December 31, 2022 and 2021. As of December 31, 2023, $26 million of total unrecognized compensation cost related to nonvested stock options is expected to be recognized over a weighted-average period of 0.45 years."}
-{"_id": "NFLX20231063", "title": "NFLX Stock Repurchases", "text": "In March 2021, the Company\u2019s Board of Directors authorized the repurchase of up to $5 billion of its common stock, with no expiration date, and in September 2023, the Board of Directors increased the share repurchase authorization by an additional $10 billion, also with no expiration date. Stock repurchases may be effected through open market repurchases in compliance with Rule 10b-18 under the Exchange Act, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act, privately-negotiated transactions, accelerated stock repurchase plans, block purchases, or other similar purchase techniques and in such amounts as management deems appropriate. The Company is not obligated to repurchase any specific number of shares, and the timing and actual number of shares repurchased will depend on a variety of factors, including the Company\u2019s stock price, general economic, business and market conditions, and alternative investment opportunities. The Company may discontinue any repurchases of its common stock at any time without prior notice. During the year ended December 31, 2023, the Company repurchased 14,513,790 shares for an aggregate amount of $6,045 million. As of December 31, 2023, $8.4 billion remains available for repurchases. Shares repurchased by the Company are accounted for when the transaction is settled. Direct costs incurred to acquire the shares are included in the total cost of the shares."}
-{"_id": "NFLX20231075", "title": "NFLX Accumulated Other Comprehensive Income (Loss)", "text": "The following table summarizes the changes in accumulated balances of other comprehensive income (loss), net of tax: ####Foreign Currency Translation Adjustments####Change in Unrealized Gains (Losses) on Cash Flow Hedges####Total ########(in thousands)#### Balances as of December 31, 2020##$##44,398##$##\u2014##$##44,398 Other comprehensive income (loss) before reclassifications####(84,893)####\u2014####(84,893) Balances as of December 31, 2021####(40,495)####\u2014####(40,495) Other comprehensive income (loss) before reclassifications####(176,811)####\u2014####(176,811) Balances as of December 31, 2022####(217,306)####\u2014####(217,306) Other comprehensive income (loss) before reclassifications####113,384####(120,023)####(6,639) Balances as of December 31, 2023##$##(103,922)##$##(120,023)##$##(223,945)"}
-{"_id": "NFLX20231083", "title": "NFLX 10. Income Taxes", "text": "Income before provision for income taxes was as follows: ########Year Ended December 31,#### ####2023####2022####2021 ########(in thousands)#### United States##$##5,602,762##$##4,623,218##$##5,349,749 Foreign####602,643####640,711####490,354 Income before income taxes##$##6,205,405##$##5,263,929##$##5,840,103"}
-{"_id": "NFLX20231098", "title": "NFLX 10. Income Taxes", "text": "The components of provision for income taxes for all periods presented were as follows: ########Year Ended December 31,#### ####2023####2022####2021 ########(in thousands)#### Current tax provision:############ Federal##$##854,170##$##109,910##$##57,526 State####181,684####119,795####109,641 Foreign####304,539####676,827####357,189 Total current####1,340,393####906,532####524,356 Deferred tax provision:############ Federal####(412,760)####(52,434)####188,937 State####(55,475)####(30,691)####(2,700) Foreign####(74,743)####(51,402)####13,282 Total deferred####(542,978)####(134,527)####199,519 Provision for income taxes##$##797,415##$##772,005##$##723,875"}
-{"_id": "NFLX20231113", "title": "NFLX 10. Income Taxes", "text": "A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory Federal income tax rate to income before income taxes is as follows: ##########Year Ended December 31,######## ####2023######2022######2021## ##########(in thousands)######## Expected tax expense at U.S. Federal statutory tax rate##$##1,303,123####$##1,105,428####$##1,226,422## State income taxes, net of Federal income tax effect####104,717######92,084######111,400## Foreign earnings at other than U.S. rates####(32,292)######104,665######(86,489)## Research and development tax credit####(87,036)######(146,615)######(82,909)## Excess tax benefits on stock-based compensation####(119,043)######(75,211)######(290,899)## Foreign-derived intangible income deduction####(426,597)######(361,013)######(192,238)## Nontaxable and nondeductible items####41,782######44,046######37,144## Other####12,761######8,621######1,444## Provision for income taxes##$##797,415####$##772,005####$##723,875## Effective Tax Rate####13##%####15##%####12##%"}
-{"_id": "NFLX20231136", "title": "NFLX 10. Income Taxes", "text": "The components of deferred tax assets and liabilities were as follows: ######As of December 31,#### ####2023######2022 ######(in thousands)#### Deferred tax assets:########## Stock-based compensation##$##486,876####$##443,456 Tax credits and net operating loss carryforwards####544,431######409,411 Capitalized research expenses####593,439######323,998 Accruals and reserves####137,251######119,732 Operating lease liabilities####516,574######551,418 Unrealized losses####62,213######\u2014 Other####11,615######2,234 Total deferred tax assets####2,352,399######1,850,249 Valuation allowance####(442,293)######(343,342) Net deferred tax assets####1,910,106######1,506,907 Deferred tax liabilities:########## Depreciation & amortization####(357,477)######(456,717) Operating right-of-use lease assets####(435,216)######(473,928) Unrealized gains####\u2014######(47,283) Acquired intangibles####(233,433)######(267,438) Other####(9,430)######\u2014 Total deferred tax liabilities####(1,035,556)######(1,245,366) Net deferred tax assets##$##874,550####$##261,541"}
-{"_id": "NFLX20231146", "title": "NFLX 10. Income Taxes", "text": "The following table shows the deferred tax assets and liabilities within our Consolidated Balance Sheets: ######As of December 31,#### ####2023######2022 ######(in thousands)#### Total deferred tax assets:########## Other non-current assets##$##1,000,760####$##261,541 Total deferred tax liabilities:########## Other non-current liabilities####(126,210)######\u2014 Net deferred tax assets##$##874,550####$##261,541"}
-{"_id": "NFLX20231147", "title": "NFLX 10. Income Taxes", "text": "As of December 31, 2023, for tax return purposes, the Company had $582 million of California R&D tax credit carryforwards which can be carried forward indefinitely, $838 million of state net operating loss carryforwards which will begin to expire in 2026, $19 million of foreign tax credit carryforwards which will begin to expire in 2033, and $421 million of foreign net operating loss carryforwards which will begin to expire in 2024."}
-{"_id": "NFLX20231148", "title": "NFLX 10. Income Taxes", "text": "In evaluating its ability to realize the net deferred tax assets, the Company considered all available positive and negative evidence, including its past operating results and the forecast of future market growth, forecasted earnings, future taxable income, and prudent and feasible tax planning strategies. As of December 31, 2023, the valuation allowance of $442 million was primarily related to California R&D tax credits, state net operating loss carryforwards, and foreign tax credits that the Company does not expect to realize."}
-{"_id": "NFLX20231149", "title": "NFLX 10. Income Taxes", "text": "At December 31, 2023, we have not provided for applicable U.S. income and foreign withholding taxes on approximately $52 million of our foreign undistributed earnings because such earnings are intended to be indefinitely reinvested. At December 31, 2023, we provided taxes and recorded a deferred tax liability on our undistributed foreign earnings for which we are not indefinitely reinvested."}
-{"_id": "NFLX20231160", "title": "NFLX 10. Income Taxes", "text": "The unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year are classified as \u201cOther non-current liabilities\u201d and a reduction of deferred tax assets which is classified as \"Other non-current assets\" in the Consolidated Balance Sheets. As of December 31, 2023 and 2022, the total amount of gross unrecognized tax benefits was $327 million and $227 million, respectively, of which $188 million and $155 million, respectively, if recognized, would favorably impact the Company\u2019s effective tax rate. The aggregate changes in the Company\u2019s total gross amount of unrecognized tax benefits are summarized as follows: ########As of December 31,#### ####2023####2022####2021 ########(in thousands)#### Balance at the beginning of the year##$##226,977##$##202,557##$##140,124 Increases related to tax positions taken during the current period####65,630####26,865####35,317 Increases related to tax positions taken during prior periods####76,794####\u2014####27,116 Decreases related to tax positions taken during prior periods####(10,117)####(2,445)####\u2014 Decreases related to settlements with taxing authorities####(32,179)####\u2014####\u2014 Decreases related to expiration of statute of limitations####\u2014####\u2014####\u2014 Balance at the end of the year##$##327,105##$##226,977##$##202,557"}
-{"_id": "NFLX20231161", "title": "NFLX 10. Income Taxes", "text": "The Company includes interest and penalties related to unrecognized tax benefits within the provision for income taxes and in \u201cOther non-current liabilities\u201d in the Consolidated Balance Sheets. During the years ended December 31, 2023, 2022 and 2021, the Company recorded $25 million, $2 million, and less than $1 million, respectively, of interest and penalties in the provision for income taxes. The amount of interest and penalties accrued at December 31, 2023 and 2022 was $28 million and $3 million, respectively."}
-{"_id": "NFLX20231162", "title": "NFLX 10. Income Taxes", "text": "The Company files U.S. Federal, state and foreign tax returns. The Company is currently under examination by the IRS for years 2016 through 2018 and is subject to examination for 2019 through 2022. The foreign and state tax returns for years 2016 through 2022 are subject to examination by various state and foreign jurisdictions. While the Company is in various stages of inquiry and examination with certain taxing authorities and we believe that our tax positions will more likely than not be sustained, it is nonetheless possible that future obligations related to these matters could arise. We believe that adequate amounts have been reserved for any adjustments that may ultimately result from an examination."}
-{"_id": "NFLX20231163", "title": "NFLX 10. Income Taxes", "text": "Given the potential outcome of current examinations, it is reasonably possible that the balance of unrecognized tax benefits could significantly change within the next twelve months. However, an estimate of the range of reasonably possible adjustments cannot be made at this time."}
-{"_id": "NFLX20231166", "title": "NFLX 11. Employee Benefit Plan", "text": "The Company maintains a 401(k) savings plan covering substantially all of its employees. Eligible employees may contribute up to 80% of their annual salary through payroll deductions, but not more than the statutory limits set by the Internal Revenue Service. The Company matches employee contributions at the discretion of the Board. During the years ended December 31, 2023, 2022 and 2021, the Company\u2019s matching contributions totaled $114 million, $102 million and $85 million, respectively."}
-{"_id": "NFLX20231168", "title": "NFLX Multiemployer Benefit Plans", "text": "The Company contributes to various multiemployer defined pension plans under the terms of collective bargaining agreements that cover our union-represented employees. The risks of participating in multiemployer pension plans are different from single-employer plans such that (i) contributions made by the Company to the multiemployer pension plans may be used to provide benefits to employees of other participating employers; (ii) if the Company chooses to stop participating in the multiemployer pension plans, it may be required to pay those plans an amount based on the underfunded status of the plan; and (iii) if a company stops contributing to the multiemployer pension plan, the unfunded obligations of the plan may become the obligation of the remaining participating employers. The Company also contributes to various other multiemployer benefit plans that provide health and welfare benefits to both active and retired participants. The Company does not participate in any multiemployer benefit plans that are individually significant to the Company."}
-{"_id": "NFLX20231175", "title": "NFLX Multiemployer Benefit Plans", "text": "The following table summarizes the Company's contributions to multiemployer pension and health plans for the years ended December 31, 2023, 2022 and 2021, respectively: ########Year Ended December 31,#### ####2023####2022####2021 ########(in thousands)#### Pension benefits##$##57,285##$##127,885##$##111,133 Health benefits####85,157####96,285####83,153 Total contributions##$##142,442##$##224,170##$##194,286"}
-{"_id": "NFLX20231177", "title": "NFLX 12. Segment and Geographic Information", "text": "The Company operates as one operating segment. The Company's chief operating decision maker (\"CODM\") is its co-chief executive officers, who review financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources."}
-{"_id": "NFLX20231178", "title": "NFLX 12. Segment and Geographic Information", "text": "Total U.S. revenues were $13.8 billion, $13.0 billion and $12.1 billion for the years ended December 31, 2023, 2022 and 2021, respectively. See Note 2 Revenue Recognition for additional information about streaming revenue by region."}
-{"_id": "NFLX20231185", "title": "NFLX 12. Segment and Geographic Information", "text": "The Company's long-lived tangible assets, as well as the Company's operating lease right-of-use assets recognized on the Consolidated Balance Sheets were located as follows: ######As of December 31,#### ####2023######2022 ######(in thousands)#### United States##$##2,724,710####$##2,745,071 International####843,633######880,308"}
-{"_id": "NFLX20231240", "title": "NFLX EXHIBIT INDEX", "text": " Exhibit Number##Exhibit Description######Incorporated by Reference#### ####Form##File No.####Exhibit##Filing Date 3.1##Restated Certificate of Incorporation##8-K##001-35727####3.1##June 8, 2022 3.2##Amended and Restated Bylaws##8-K##001-35727####3.2##February 24, 2023 4.1##Form of Common Stock Certificate##S-1/A##333-83878####4.1##April 16, 2002 4.2##Indenture, dated as of February 19, 2014, by and between the Company and Wells Fargo Bank, National Association, as Trustee.##8-K##001-35727####4.1##February 19, 2014 4.3##Indenture, dated as of February 5, 2015, by and between the Company and Wells Fargo Bank, National Association, as Trustee.##8-K##001-35727####4.1##February 5, 2015 4.4##Indenture, dated as of February 5, 2015, by and between the Company and Wells Fargo Bank, National Association, as Trustee.##8-K##001-35727####4.2##February 5, 2015 4.5##Indenture, dated as of October 27, 2016, by and between the Company and Wells Fargo Bank, National Association, as Trustee.##8-K##001-35727####4.1##October 27, 2016 4.6##First Supplemental Indenture, dated as of September 24, 2014, by and between the Company and Wells Fargo Bank, National Association, as Trustee.##10-Q##001-35727####4.7##April 20, 2017 4.7##Indenture, dated as of May 2, 2017, by and between the Company and Wells Fargo Bank, National Association, as Trustee.##8-K##001-35727####4.1##May 3, 2017 4.8##Indenture, dated as of October 26, 2017, by and between the Company and Wells Fargo Bank National Association, as Trustee##8-K##001-35727####4.1##October 26, 2017 4.9##Indenture, dated as of April 26, 2018, by and between the Company and Wells Fargo Bank National Association, as Trustee##8-K##001-35727####4.1##April 26, 2018 4.10##Indenture, dated as of October 26, 2018, by and between the Company and Wells Fargo Bank National Association, as Trustee (6.375% Senior Notes due 2029)##8-K##001-35727####4.1##October 26, 2018 4.11##Indenture, dated as of October 26, 2018, by and between the Company and Wells Fargo Bank National Association, as Trustee (4.625% Senior Notes due 2029)##8-K##001-35727####4.3##October 26, 2018 4.12##Indenture, dated as of April 29, 2019, by and between the Company and Wells Fargo Bank National Association, as Trustee (5.375% Senior Notes due 2029)##8-K##001-35727####4.1##April 29, 2019 4.13##Indenture, dated as of April 29, 2019, by and between the Company and Wells Fargo Bank National Association, as Trustee (3.875% Senior Notes due 2029)##8-K##001-35727####4.3##April 29, 2019 4.14##Indenture, dated as of October 25, 2019, by and between the Company and Wells Fargo Bank National Association, as Trustee (4.875% Senior Notes due 2030)##8-K##001-35727####4.1##October 25, 2019 4.15##Indenture, dated as of October 25, 2019, by and between the Company and Wells Fargo Bank National Association, as Trustee (3.625% Senior Notes due 2030)##8-K##001-35727####4.3##October 25, 2019 4.16##Indenture, dated as of April 28, 2020, by and between the Company and Wells Fargo Bank National Association, as Trustee (3.625% Senior Notes due 2025)##8-K##001-35727####4.1##April 28, 2020 Exhibit Number##Exhibit Description######Incorporated by Reference#### ####Form##File No.####Exhibit##Filing Date 4.17##Indenture, dated as of April 28, 2020, by and between the Company and Wells Fargo Bank National Association, as Trustee (3.000% Senior Notes due 2025)##8-K##001-35727####4.3##April 28, 2020 4.18##Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934##10-K##001-35727####4.2##January 26, 2023 10.1\u2020##Form of Indemnification Agreement entered into by the registrant with each of its executive officers and directors##S-1/A##333-83878####10.1##March 20, 2002 10.2\u2020##2011 Stock Plan##Def 14A##000-49802####A##April 20, 2011 10.3\u2020##2020 Stock Plan##Def 14A##001-35727####A##April 22, 2020 10.4\u2020##Description of Director Equity Compensation Plan##8-K##001-35727####Item 5.02##January 24, 2018 10.5\u2020##Amended and Restated Performance Bonus Plan##8-K##001-35727####10.1##December 9, 2022 10.6\u2020##Amended and Restated Executive Severance and Retention Incentive Plan##8-K##001-35727####10.1##September 10, 2021 10.7##Revolving Credit Agreement among the Company, Deutsche bank AG New York Branch, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and Wells Fargo Bank, N.A. and the administrative agent, dated as of July 27, 2017##10-Q##001-35727####10.15##October 18, 2017 10.8##First Amendment Agreement, dated as of March 29, 2019, among Netflix, Inc., the Lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent.##8-K##001-35727####10.1##April 1, 2019 10.9##Second Amendment Agreement, dated as of June 17, 2021, among Netflix, Inc., the Lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent.##8-K##001-35727####10.1##June 17, 2021 10.10##Third Amendment Agreement, dated as of March 6, 2023, among Netflix, Inc., the Lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent.##10-Q##001-35727####10.2##April 21, 2023 10.11\u2020##Form of Stock Option Agreement under the 2011 Stock Plan##10-K##001-35727####10.11##January 27, 2022 10.12\u2020##Form of Stock Option Agreement under the 2020 Stock Plan##10-K##001-35727####10.11##January 26, 2023 10.13\u2020##Netflix, Inc. 2020 Stock Plan Form of Restricted Stock Unit Award Agreement##8-K##001-35727####10.1##December 8, 2023 10.14\u2020##Netflix, Inc. 2020 Stock Plan Form of Performance-Based Restricted Stock Unit Award Agreement##8-K##001-35727####10.2##December 8, 2023 10.15\u2020##Netflix, Inc. Executive Officer Severance Plan##8-K##001-35727####10.3##December 8, 2023 10.16\u2020##Executive Severance and Retention Incentive Plan as Amended and Restated effective January 1, 2024##8-K##001-35727####10400##December 8, 2023 21.1##List of Significant Subsidiaries########## 23.1##Consent of Ernst & Young LLP########## 24##Power of Attorney (see signature page)########## 31.1##Certification of Co-Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002########## Exhibit Number##Exhibit Description######Incorporated by Reference#### ####Form##File No.####Exhibit##Filing Date 31.2##Certification of Co-Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002########## 31.3##Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002########## 32.1*##Certifications of Co-Chief Executive Officers and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002########## 97.1##Netflix, Inc. Clawback Policy########## 101##The following financial statements from the Company's Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL: (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Balance Sheets, (v) Consolidated Statements of Stockholders' Equity and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags########## 104##The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL##########"}
-{"_id": "NFLX20231241", "title": "NFLX EXHIBIT INDEX", "text": "* These certifications are not deemed filed by the SEC and are not to be incorporated by reference in any filing we make under the Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filings."}
-{"_id": "NFLX20231251", "title": "NFLX SIGNATURES", "text": "Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ######Netflix, Inc.## Dated:##January 26, 2024##By:####/S/ TED SARANDOS ########Ted Sarandos Co-Chief Executive Officer (principal executive officer) Dated:##January 26, 2024##By:####/S/ GREG PETERS ########Greg Peters Co-Chief Executive Officer (principal executive officer)"}
-{"_id": "NFLX20231253", "title": "NFLX POWER OF ATTORNEY", "text": "KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ted Sarandos, Greg Peters, and Spencer Neumann, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments to this Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his substitute or substituted, may lawfully do or cause to be done by virtue thereof."}
-{"_id": "NFLX20231286", "title": "NFLX POWER OF ATTORNEY", "text": "Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature##Title /S/ TED SARANDOS##Co-Chief Executive Officer and Director (principal executive officer) Ted Sarandos## /S/ GREG PETERS##Co-Chief Executive Officer and Director (principal executive officer) Greg Peters## /S/ SPENCER NEUMANN##Chief Financial Officer (principal financial officer) Spencer Neumann## /S/ JEFFREY KARBOWSKI##Chief Accounting Officer (principal accounting officer) Jeffrey Karbowski## /S/ REED HASTINGS##Executive Chairman and Director Reed Hastings## /S/ RICHARD BARTON##Director Richard Barton## /S/ MATHIAS DO\u0308PFNER##Director Mathias Do\u0308pfner## /S/ TIMOTHY M. HALEY##Director Timothy M. Haley## /S/ JAY C. HOAG##Director Jay C. Hoag## /S/ LESLIE J. KILGORE##Director Leslie J. Kilgore## /S/ STRIVE MASIYIWA##Director Strive Masiyiwa## /S/ ANN MATHER##Director Ann Mather## /S/ SUSAN RICE##Director Susan Rice## /S/ BRAD SMITH##Director Brad Smith## /S/ ANNE SWEENEY##Director Anne Sweeney##"}
-{"_id": "AAPL20230004", "title": "AAPL Company Background", "text": "The Company designs, manufactures and markets smartphones, personal computers, tablets, wearables and accessories, and sells a variety of related services. The Company\u2019s fiscal year is the 52- or 53-week period that ends on the last Saturday of September."}
-{"_id": "AAPL20230007", "title": "AAPL iPhone", "text": "iPhone\u00ae is the Company\u2019s line of smartphones based on its iOS operating system. The iPhone line includes iPhone 15 Pro, iPhone 15, iPhone 14, iPhone 13 and iPhone SE\u00ae."}
-{"_id": "AAPL20230009", "title": "AAPL Mac", "text": "Mac\u00ae is the Company\u2019s line of personal computers based on its macOS\u00ae operating system. The Mac line includes laptops MacBook Air\u00ae and MacBook Pro\u00ae, as well as desktops iMac\u00ae, Mac mini\u00ae, Mac Studio\u00ae and Mac Pro\u00ae."}
-{"_id": "AAPL20230011", "title": "AAPL iPad", "text": "iPad\u00ae is the Company\u2019s line of multipurpose tablets based on its iPadOS\u00ae operating system. The iPad line includes iPad Pro\u00ae, iPad Air\u00ae, iPad and iPad mini\u00ae."}
-{"_id": "AAPL20230013", "title": "AAPL Wearables, Home and Accessories", "text": "Wearables includes smartwatches and wireless headphones. The Company\u2019s line of smartwatches, based on its watchOS\u00ae operating system, includes Apple Watch UltraTM 2, Apple Watch\u00ae Series 9 and Apple Watch SE\u00ae. The Company\u2019s line of wireless headphones includes AirPods\u00ae, AirPods Pro\u00ae, AirPods MaxTM and Beats\u00ae products."}
-{"_id": "AAPL20230014", "title": "AAPL Wearables, Home and Accessories", "text": "Home includes Apple TV\u00ae, the Company\u2019s media streaming and gaming device based on its tvOS\u00ae operating system, and HomePod\u00ae and HomePod mini\u00ae, high-fidelity wireless smart speakers."}
-{"_id": "AAPL20230015", "title": "AAPL Wearables, Home and Accessories", "text": "Accessories includes Apple-branded and third-party accessories."}
-{"_id": "AAPL20230019", "title": "AAPL Advertising", "text": "The Company\u2019s advertising services include third-party licensing arrangements and the Company\u2019s own advertising platforms."}
-{"_id": "AAPL20230021", "title": "AAPL AppleCare", "text": "The Company offers a portfolio of fee-based service and support products under the AppleCare\u00ae brand. The offerings provide priority access to Apple technical support, access to the global Apple authorized service network for repair and replacement services, and in many cases additional coverage for instances of accidental damage or theft and loss, depending on the country and type of product."}
-{"_id": "AAPL20230023", "title": "AAPL Cloud Services", "text": "The Company\u2019s cloud services store and keep customers\u2019 content up-to-date and available across multiple Apple devices and Windows personal computers."}
-{"_id": "AAPL20230025", "title": "AAPL Digital Content", "text": "The Company operates various platforms, including the App Store\u00ae, that allow customers to discover and download applications and digital content, such as books, music, video, games and podcasts."}
-{"_id": "AAPL20230026", "title": "AAPL Digital Content", "text": "The Company also offers digital content through subscription-based services, including Apple Arcade\u00ae, a game subscription service; Apple Fitness+SM, a personalized fitness service; Apple Music\u00ae, which offers users a curated listening experience with on-demand radio stations; Apple News+\u00ae, a subscription news and magazine service; and Apple TV+\u00ae, which offers exclusive original content and live sports."}
-{"_id": "AAPL20230028", "title": "AAPL Payment Services", "text": "The Company offers payment services, including Apple Card\u00ae, a co-branded credit card, and Apple Pay\u00ae, a cashless payment service."}
-{"_id": "AAPL20230030", "title": "AAPL Segments", "text": "The Company manages its business primarily on a geographic basis. The Company\u2019s reportable segments consist of the Americas, Europe, Greater China, Japan and Rest of Asia Pacific. Americas includes both North and South America. Europe includes European countries, as well as India, the Middle East and Africa. Greater China includes China mainland, Hong Kong and Taiwan. Rest of Asia Pacific includes Australia and those Asian countries not included in the Company\u2019s other reportable segments. Although the reportable segments provide similar hardware and software products and similar services, each one is managed separately to better align with the location of the Company\u2019s customers and distribution partners and the unique market dynamics of each geographic region."}
-{"_id": "AAPL20230032", "title": "AAPL Markets and Distribution", "text": "The Company\u2019s customers are primarily in the consumer, small and mid-sized business, education, enterprise and government markets. The Company sells its products and resells third-party products in most of its major markets directly to customers through its retail and online stores and its direct sales force. The Company also employs a variety of indirect distribution channels, such as third-party cellular network carriers, wholesalers, retailers and resellers. During 2023, the Company\u2019s net sales through its direct and indirect distribution channels accounted for 37% and 63%, respectively, of total net sales."}
-{"_id": "AAPL20230034", "title": "AAPL Competition", "text": "The markets for the Company\u2019s products and services are highly competitive, and are characterized by aggressive price competition and resulting downward pressure on gross margins, frequent introduction of new products and services, short product life cycles, evolving industry standards, continual improvement in product price and performance characteristics, rapid adoption of technological advancements by competitors, and price sensitivity on the part of consumers and businesses. Many of the Company\u2019s competitors seek to compete primarily through aggressive pricing and very low cost structures, and by imitating the Company\u2019s products and infringing on its intellectual property."}
-{"_id": "AAPL20230036", "title": "AAPL Apple Inc. | 2023 Form 10-K | 2", "text": "The Company\u2019s ability to compete successfully depends heavily on ensuring the continuing and timely introduction of innovative new products, services and technologies to the marketplace. The Company designs and develops nearly the entire solution for its products, including the hardware, operating system, numerous software applications and related services. Principal competitive factors important to the Company include price, product and service features (including security features), relative price and performance, product and service quality and reliability, design innovation, a strong third-party software and accessories ecosystem, marketing and distribution capability, service and support, and corporate reputation."}
-{"_id": "AAPL20230037", "title": "AAPL Apple Inc. | 2023 Form 10-K | 2", "text": "The Company is focused on expanding its market opportunities related to smartphones, personal computers, tablets, wearables and accessories, and services. The Company faces substantial competition in these markets from companies that have significant technical, marketing, distribution and other resources, as well as established hardware, software, and service offerings with large customer bases. In addition, some of the Company\u2019s competitors have broader product lines, lower-priced products and a larger installed base of active devices. Competition has been particularly intense as competitors have aggressively cut prices and lowered product margins. Certain competitors have the resources, experience or cost structures to provide products at little or no profit or even at a loss. The Company\u2019s services compete with business models that provide content to users for free and use illegitimate means to obtain third-party digital content and applications. The Company faces significant competition as competitors imitate the Company\u2019s product features and applications within their products, or collaborate to offer integrated solutions that are more competitive than those they currently offer."}
-{"_id": "AAPL20230039", "title": "AAPL Supply of Components", "text": "Although most components essential to the Company\u2019s business are generally available from multiple sources, certain components are currently obtained from single or limited sources. The Company also competes for various components with other participants in the markets for smartphones, personal computers, tablets, wearables and accessories. Therefore, many components used by the Company, including those that are available from multiple sources, are at times subject to industry-wide shortage and significant commodity pricing fluctuations."}
-{"_id": "AAPL20230040", "title": "AAPL Supply of Components", "text": "The Company uses some custom components that are not commonly used by its competitors, and new products introduced by the Company often utilize custom components available from only one source. When a component or product uses new technologies, initial capacity constraints may exist until the suppliers\u2019 yields have matured or their manufacturing capacities have increased. The continued availability of these components at acceptable prices, or at all, may be affected if suppliers decide to concentrate on the production of common components instead of components customized to meet the Company\u2019s requirements."}
-{"_id": "AAPL20230041", "title": "AAPL Supply of Components", "text": "The Company has entered into agreements for the supply of many components; however, there can be no guarantee that the Company will be able to extend or renew these agreements on similar terms, or at all."}
-{"_id": "AAPL20230043", "title": "AAPL Research and Development", "text": "Because the industries in which the Company competes are characterized by rapid technological advances, the Company\u2019s ability to compete successfully depends heavily upon its ability to ensure a continual and timely flow of competitive products, services and technologies to the marketplace. The Company continues to develop new technologies to enhance existing products and services, and to expand the range of its offerings through research and development (\u201cR&D\u201d), licensing of intellectual property and acquisition of third-party businesses and technology."}
-{"_id": "AAPL20230045", "title": "AAPL Intellectual Property", "text": "The Company currently holds a broad collection of intellectual property rights relating to certain aspects of its hardware devices, accessories, software and services. This includes patents, designs, copyrights, trademarks and other forms of intellectual property rights in the U.S. and various foreign countries. Although the Company believes the ownership of such intellectual property rights is an important factor in differentiating its business and that its success does depend in part on such ownership, the Company relies primarily on the innovative skills, technical competence and marketing abilities of its personnel."}
-{"_id": "AAPL20230046", "title": "AAPL Intellectual Property", "text": "The Company regularly files patent, design, copyright and trademark applications to protect innovations arising from its research, development, design and marketing, and is currently pursuing thousands of applications around the world. Over time, the Company has accumulated a large portfolio of issued and registered intellectual property rights around the world. No single intellectual property right is solely responsible for protecting the Company\u2019s products and services. The Company believes the duration of its intellectual property rights is adequate relative to the expected lives of its products and services."}
-{"_id": "AAPL20230047", "title": "AAPL Intellectual Property", "text": "In addition to Company-owned intellectual property, many of the Company\u2019s products and services are designed to include intellectual property owned by third parties. It may be necessary in the future to seek or renew licenses relating to various aspects of the Company\u2019s products, processes and services. While the Company has generally been able to obtain such licenses on commercially reasonable terms in the past, there is no guarantee that such licenses could be obtained in the future on reasonable terms or at all."}
-{"_id": "AAPL20230050", "title": "AAPL Business Seasonality and Product Introductions", "text": "The Company has historically experienced higher net sales in its first quarter compared to other quarters in its fiscal year due in part to seasonal holiday demand. Additionally, new product and service introductions can significantly impact net sales, cost of sales and operating expenses. The timing of product introductions can also impact the Company\u2019s net sales to its indirect distribution channels as these channels are filled with new inventory following a product launch, and channel inventory of an older product often declines as the launch of a newer product approaches. Net sales can also be affected when consumers and distributors anticipate a product introduction."}
-{"_id": "AAPL20230052", "title": "AAPL Human Capital", "text": "The Company believes it has a talented, motivated and dedicated team, and works to create an inclusive, safe and supportive environment for all of its team members. As of September 30, 2023, the Company had approximately 161,000 full-time equivalent employees."}
-{"_id": "AAPL20230054", "title": "AAPL Workplace Practices and Policies", "text": "The Company is an equal opportunity employer committed to inclusion and diversity and to providing a workplace free of harassment or discrimination."}
-{"_id": "AAPL20230056", "title": "AAPL Compensation and Benefits", "text": "The Company believes that compensation should be competitive and equitable, and should enable employees to share in the Company\u2019s success. The Company recognizes its people are most likely to thrive when they have the resources to meet their needs and the time and support to succeed in their professional and personal lives. In support of this, the Company offers a wide variety of benefits for employees around the world and invests in tools and resources that are designed to support employees\u2019 individual growth and development."}
-{"_id": "AAPL20230058", "title": "AAPL Inclusion and Diversity", "text": "The Company is committed to its vision to build and sustain a more inclusive workforce that is representative of the communities it serves. The Company continues to work to increase diverse representation at every level, foster an inclusive culture, and support equitable pay and access to opportunity for all employees."}
-{"_id": "AAPL20230060", "title": "AAPL Engagement", "text": "The Company believes that open and honest communication among team members, managers and leaders helps create an open, collaborative work environment where everyone can contribute, grow and succeed. Team members are encouraged to come to their managers with questions, feedback or concerns, and the Company conducts surveys that gauge employee sentiment in areas like career development, manager performance and inclusivity."}
-{"_id": "AAPL20230062", "title": "AAPL Health and Safety", "text": "The Company is committed to protecting its team members everywhere it operates. The Company identifies potential workplace risks in order to develop measures to mitigate possible hazards. The Company supports employees with general safety, security and crisis management training, and by putting specific programs in place for those working in potentially high-hazard environments. Additionally, the Company works to protect the safety and security of its team members, visitors and customers through its global security team."}
-{"_id": "AAPL20230064", "title": "AAPL Available Information", "text": "The Company\u2019s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d), are filed with the U.S. Securities and Exchange Commission (the \u201cSEC\u201d). Such reports and other information filed by the Company with the SEC are available free of charge at investor.apple.com/investor-relations/sec-filings/default.aspx when such reports are available on the SEC\u2019s website. The Company periodically provides certain information for investors on its corporate website, www.apple.com, and its investor relations website, investor.apple.com. This includes press releases and other information about financial performance, information on environmental, social and governance matters, and details related to the Company\u2019s annual meeting of shareholders. The information contained on the websites referenced in this Form 10-K is not incorporated by reference into this filing. Further, the Company\u2019s references to website URLs are intended to be inactive textual references only."}
-{"_id": "AAPL20230067", "title": "AAPL Risk Factors", "text": "The Company\u2019s business, reputation, results of operations, financial condition and stock price can be affected by a number of factors, whether currently known or unknown, including those described below. When any one or more of these risks materialize from time to time, the Company\u2019s business, reputation, results of operations, financial condition and stock price can be materially and adversely affected."}
-{"_id": "AAPL20230068", "title": "AAPL Risk Factors", "text": "Because of the following factors, as well as other factors affecting the Company\u2019s results of operations and financial condition, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods. This discussion of risk factors contains forward-looking statements."}
-{"_id": "AAPL20230069", "title": "AAPL Risk Factors", "text": "This section should be read in conjunction with Part II, Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d and the consolidated financial statements and accompanying notes in Part II, Item 8, \u201cFinancial Statements and Supplementary Data\u201d of this Form 10-K."}
-{"_id": "AAPL20230071", "title": "AAPL Macroeconomic and Industry Risks", "text": "The Company\u2019s operations and performance depend significantly on global and regional economic conditions and adverse economic conditions can materially adversely affect the Company\u2019s business, results of operations and financial condition."}
-{"_id": "AAPL20230072", "title": "AAPL Macroeconomic and Industry Risks", "text": "The Company has international operations with sales outside the U.S. representing a majority of the Company\u2019s total net sales. In addition, the Company\u2019s global supply chain is large and complex and a majority of the Company\u2019s supplier facilities, including manufacturing and assembly sites, are located outside the U.S. As a result, the Company\u2019s operations and performance depend significantly on global and regional economic conditions."}
-{"_id": "AAPL20230073", "title": "AAPL Macroeconomic and Industry Risks", "text": "Adverse macroeconomic conditions, including slow growth or recession, high unemployment, inflation, tighter credit, higher interest rates, and currency fluctuations, can adversely impact consumer confidence and spending and materially adversely affect demand for the Company\u2019s products and services. In addition, consumer confidence and spending can be materially adversely affected in response to changes in fiscal and monetary policy, financial market volatility, declines in income or asset values, and other economic factors."}
-{"_id": "AAPL20230074", "title": "AAPL Macroeconomic and Industry Risks", "text": "In addition to an adverse impact on demand for the Company\u2019s products and services, uncertainty about, or a decline in, global or regional economic conditions can have a significant impact on the Company\u2019s suppliers, contract manufacturers, logistics providers, distributors, cellular network carriers and other channel partners, and developers. Potential outcomes include financial instability; inability to obtain credit to finance business operations; and insolvency."}
-{"_id": "AAPL20230075", "title": "AAPL Macroeconomic and Industry Risks", "text": "Adverse economic conditions can also lead to increased credit and collectibility risk on the Company\u2019s trade receivables; the failure of derivative counterparties and other financial institutions; limitations on the Company\u2019s ability to issue new debt; reduced liquidity; and declines in the fair values of the Company\u2019s financial instruments. These and other impacts can materially adversely affect the Company\u2019s business, results of operations, financial condition and stock price."}
-{"_id": "AAPL20230076", "title": "AAPL Macroeconomic and Industry Risks", "text": "The Company\u2019s business can be impacted by political events, trade and other international disputes, war, terrorism, natural disasters, public health issues, industrial accidents and other business interruptions."}
-{"_id": "AAPL20230077", "title": "AAPL Macroeconomic and Industry Risks", "text": "Political events, trade and other international disputes, war, terrorism, natural disasters, public health issues, industrial accidents and other business interruptions can harm or disrupt international commerce and the global economy, and could have a material adverse effect on the Company and its customers, suppliers, contract manufacturers, logistics providers, distributors, cellular network carriers and other channel partners."}
-{"_id": "AAPL20230079", "title": "AAPL Apple Inc. | 2023 Form 10-K | 5", "text": "The Company has a large, global business with sales outside the U.S. representing a majority of the Company\u2019s total net sales, and the Company believes that it generally benefits from growth in international trade. Substantially all of the Company\u2019s manufacturing is performed in whole or in part by outsourcing partners located primarily in China mainland, India, Japan, South Korea, Taiwan and Vietnam. Restrictions on international trade, such as tariffs and other controls on imports or exports of goods, technology or data, can materially adversely affect the Company\u2019s operations and supply chain and limit the Company\u2019s ability to offer and distribute its products and services to customers. The impact can be particularly significant if these restrictive measures apply to countries and regions where the Company derives a significant portion of its revenues and/or has significant supply chain operations. Restrictive measures can require the Company to take various actions, including changing suppliers, restructuring business relationships, and ceasing to offer third-party applications on its platforms. Changing the Company\u2019s operations in accordance with new or changed restrictions on international trade can be expensive, time-consuming and disruptive to the Company\u2019s operations. Such restrictions can be announced with little or no advance notice and the Company may not be able to effectively mitigate all adverse impacts from such measures. For example, tensions between governments, including the U.S. and China, have in the past led to tariffs and other restrictions being imposed on the Company\u2019s business. If disputes and conflicts further escalate in the future, actions by governments in response could be significantly more severe and restrictive and could materially adversely affect the Company\u2019s business. Political uncertainty surrounding trade and other international disputes could also have a negative effect on consumer confidence and spending, which could adversely affect the Company\u2019s business."}
-{"_id": "AAPL20230080", "title": "AAPL Apple Inc. | 2023 Form 10-K | 5", "text": "Many of the Company\u2019s operations and facilities, as well as critical business operations of the Company\u2019s suppliers and contract manufacturers, are in locations that are prone to earthquakes and other natural disasters. In addition, such operations and facilities are subject to the risk of interruption by fire, power shortages, nuclear power plant accidents and other industrial accidents, terrorist attacks and other hostile acts, ransomware and other cybersecurity attacks, labor disputes, public health issues, including pandemics such as the COVID-19 pandemic, and other events beyond the Company\u2019s control. Global climate change is resulting in certain types of natural disasters, such as droughts, floods, hurricanes and wildfires, occurring more frequently or with more intense effects. Such events can make it difficult or impossible for the Company to manufacture and deliver products to its customers, create delays and inefficiencies in the Company\u2019s supply and manufacturing chain, and result in slowdowns and outages to the Company\u2019s service offerings, and negatively impact consumer spending and demand in affected areas. Following an interruption to its business, the Company can require substantial recovery time, experience significant expenditures to resume operations, and lose significant sales. Because the Company relies on single or limited sources for the supply and manufacture of many critical components, a business interruption affecting such sources would exacerbate any negative consequences to the Company."}
-{"_id": "AAPL20230081", "title": "AAPL Apple Inc. | 2023 Form 10-K | 5", "text": "The Company\u2019s operations are also subject to the risks of industrial accidents at its suppliers and contract manufacturers. While the Company\u2019s suppliers are required to maintain safe working environments and operations, an industrial accident could occur and could result in serious injuries or loss of life, disruption to the Company\u2019s business, and harm to the Company\u2019s reputation. Major public health issues, including pandemics such as the COVID-19 pandemic, have adversely affected, and could in the future materially adversely affect, the Company due to their impact on the global economy and demand for consumer products; the imposition of protective public safety measures, such as stringent employee travel restrictions and limitations on freight services and the movement of products between regions; and disruptions in the Company\u2019s operations, supply chain and sales and distribution channels, resulting in interruptions to the supply of current products and offering of existing services, and delays in production ramps of new products and development of new services."}
-{"_id": "AAPL20230082", "title": "AAPL Apple Inc. | 2023 Form 10-K | 5", "text": "While the Company maintains insurance coverage for certain types of losses, such insurance coverage may be insufficient to cover all losses that may arise."}
-{"_id": "AAPL20230083", "title": "AAPL Apple Inc. | 2023 Form 10-K | 5", "text": "Global markets for the Company\u2019s products and services are highly competitive and subject to rapid technological change, and the Company may be unable to compete effectively in these markets."}
-{"_id": "AAPL20230084", "title": "AAPL Apple Inc. | 2023 Form 10-K | 5", "text": "The Company\u2019s products and services are offered in highly competitive global markets characterized by aggressive price competition and resulting downward pressure on gross margins, frequent introduction of new products and services, short product life cycles, evolving industry standards, continual improvement in product price and performance characteristics, rapid adoption of technological advancements by competitors, and price sensitivity on the part of consumers and businesses."}
-{"_id": "AAPL20230085", "title": "AAPL Apple Inc. | 2023 Form 10-K | 5", "text": "The Company\u2019s ability to compete successfully depends heavily on ensuring the continuing and timely introduction of innovative new products, services and technologies to the marketplace. The Company designs and develops nearly the entire solution for its products, including the hardware, operating system, numerous software applications and related services. As a result, the Company must make significant investments in R&D. There can be no assurance these investments will achieve expected returns, and the Company may not be able to develop and market new products and services successfully."}
-{"_id": "AAPL20230087", "title": "AAPL Apple Inc. | 2023 Form 10-K | 6", "text": "The Company currently holds a significant number of patents, trademarks and copyrights and has registered, and applied to register, additional patents, trademarks and copyrights. In contrast, many of the Company\u2019s competitors seek to compete primarily through aggressive pricing and very low cost structures, and by imitating the Company\u2019s products and infringing on its intellectual property. Effective intellectual property protection is not consistently available in every country in which the Company operates. If the Company is unable to continue to develop and sell innovative new products with attractive margins or if competitors infringe on the Company\u2019s intellectual property, the Company\u2019s ability to maintain a competitive advantage could be materially adversely affected."}
-{"_id": "AAPL20230088", "title": "AAPL Apple Inc. | 2023 Form 10-K | 6", "text": "The Company has a minority market share in the global smartphone, personal computer and tablet markets. The Company faces substantial competition in these markets from companies that have significant technical, marketing, distribution and other resources, as well as established hardware, software and digital content supplier relationships. In addition, some of the Company\u2019s competitors have broader product lines, lower-priced products and a larger installed base of active devices. Competition has been particularly intense as competitors have aggressively cut prices and lowered product margins. Certain competitors have the resources, experience or cost structures to provide products at little or no profit or even at a loss. Some of the markets in which the Company competes have from time to time experienced little to no growth or contracted overall."}
-{"_id": "AAPL20230089", "title": "AAPL Apple Inc. | 2023 Form 10-K | 6", "text": "Additionally, the Company faces significant competition as competitors imitate the Company\u2019s product features and applications within their products or collaborate to offer solutions that are more competitive than those they currently offer. The Company also expects competition to intensify as competitors imitate the Company\u2019s approach to providing components seamlessly within their offerings or work collaboratively to offer integrated solutions."}
-{"_id": "AAPL20230090", "title": "AAPL Apple Inc. | 2023 Form 10-K | 6", "text": "The Company\u2019s services also face substantial competition, including from companies that have significant resources and experience and have established service offerings with large customer bases. The Company competes with business models that provide content to users for free. The Company also competes with illegitimate means to obtain third-party digital content and applications."}
-{"_id": "AAPL20230091", "title": "AAPL Apple Inc. | 2023 Form 10-K | 6", "text": "The Company\u2019s business, results of operations and financial condition depend substantially on the Company\u2019s ability to continually improve its products and services to maintain their functional and design advantages. There can be no assurance the Company will be able to continue to provide products and services that compete effectively."}
-{"_id": "AAPL20230093", "title": "AAPL Business Risks", "text": "To remain competitive and stimulate customer demand, the Company must successfully manage frequent introductions and transitions of products and services."}
-{"_id": "AAPL20230094", "title": "AAPL Business Risks", "text": "Due to the highly volatile and competitive nature of the markets and industries in which the Company competes, the Company must continually introduce new products, services and technologies, enhance existing products and services, effectively stimulate customer demand for new and upgraded products and services, and successfully manage the transition to these new and upgraded products and services. The success of new product and service introductions depends on a number of factors, including timely and successful development, market acceptance, the Company\u2019s ability to manage the risks associated with new technologies and production ramp-up issues, the availability of application software for the Company\u2019s products, the effective management of purchase commitments and inventory levels in line with anticipated product demand, the availability of products in appropriate quantities and at expected costs to meet anticipated demand, and the risk that new products and services may have quality or other defects or deficiencies. There can be no assurance the Company will successfully manage future introductions and transitions of products and services."}
-{"_id": "AAPL20230095", "title": "AAPL Business Risks", "text": "The Company depends on component and product manufacturing and logistical services provided by outsourcing partners, many of which are located outside of the U.S."}
-{"_id": "AAPL20230096", "title": "AAPL Business Risks", "text": "Substantially all of the Company\u2019s manufacturing is performed in whole or in part by outsourcing partners located primarily in China mainland, India, Japan, South Korea, Taiwan and Vietnam, and a significant concentration of this manufacturing is currently performed by a small number of outsourcing partners, often in single locations. Changes or additions to the Company\u2019s supply chain require considerable time and resources and involve significant risks and uncertainties. The Company has also outsourced much of its transportation and logistics management. While these arrangements can lower operating costs, they also reduce the Company\u2019s direct control over production and distribution. Such diminished control has from time to time and may in the future have an adverse effect on the quality or quantity of products manufactured or services provided, or adversely affect the Company\u2019s flexibility to respond to changing conditions. Although arrangements with these partners may contain provisions for product defect expense reimbursement, the Company generally remains responsible to the consumer for warranty and out-of-warranty service in the event of product defects and experiences unanticipated product defect liabilities from time to time. While the Company relies on its partners to adhere to its supplier code of conduct, violations of the supplier code of conduct occur from time to time and can materially adversely affect the Company\u2019s business, reputation, results of operations and financial condition."}
-{"_id": "AAPL20230098", "title": "AAPL Apple Inc. | 2023 Form 10-K | 7", "text": "The Company relies on single-source outsourcing partners in the U.S., Asia and Europe to supply and manufacture many components, and on outsourcing partners primarily located in Asia, for final assembly of substantially all of the Company\u2019s hardware products. Any failure of these partners to perform can have a negative impact on the Company\u2019s cost or supply of components or finished goods. In addition, manufacturing or logistics in these locations or transit to final destinations can be disrupted for a variety of reasons, including natural and man-made disasters, information technology system failures, commercial disputes, armed conflict, economic, business, labor, environmental, public health or political issues, or international trade disputes."}
-{"_id": "AAPL20230099", "title": "AAPL Apple Inc. | 2023 Form 10-K | 7", "text": "The Company has invested in manufacturing process equipment, much of which is held at certain of its outsourcing partners, and has made prepayments to certain of its suppliers associated with long-term supply agreements. While these arrangements help ensure the supply of components and finished goods, if these outsourcing partners or suppliers experience severe financial problems or other disruptions in their business, such continued supply can be reduced or terminated, and the recoverability of manufacturing process equipment or prepayments can be negatively impacted."}
-{"_id": "AAPL20230100", "title": "AAPL Apple Inc. | 2023 Form 10-K | 7", "text": "Future operating results depend upon the Company\u2019s ability to obtain components in sufficient quantities on commercially reasonable terms."}
-{"_id": "AAPL20230101", "title": "AAPL Apple Inc. | 2023 Form 10-K | 7", "text": "Because the Company currently obtains certain components from single or limited sources, the Company is subject to significant supply and pricing risks. Many components, including those that are available from multiple sources, are at times subject to industry-wide shortages and significant commodity pricing fluctuations that can materially adversely affect the Company\u2019s business, results of operations and financial condition. For example, the global semiconductor industry has in the past experienced high demand and shortages of supply, which adversely affected the Company\u2019s ability to obtain sufficient quantities of components and products on commercially reasonable terms or at all. Such disruptions could occur in the future. While the Company has entered into agreements for the supply of many components, there can be no assurance the Company will be able to extend or renew these agreements on similar terms, or at all. Component suppliers may suffer from poor financial conditions, which can lead to business failure for the supplier or consolidation within a particular industry, further limiting the Company\u2019s ability to obtain sufficient quantities of components on commercially reasonable terms or at all. The effects of global or regional economic conditions on the Company\u2019s suppliers, described in \u201cThe Company\u2019s operations and performance depend significantly on global and regional economic conditions and adverse economic conditions can materially adversely affect the Company\u2019s business, results of operations and financial condition,\u201d above, can also affect the Company\u2019s ability to obtain components. Therefore, the Company remains subject to significant risks of supply shortages and price increases that can materially adversely affect its business, results of operations and financial condition."}
-{"_id": "AAPL20230102", "title": "AAPL Apple Inc. | 2023 Form 10-K | 7", "text": "The Company\u2019s new products often utilize custom components available from only one source. When a component or product uses new technologies, initial capacity constraints may exist until the suppliers\u2019 yields have matured or their manufacturing capacities have increased. The continued availability of these components at acceptable prices, or at all, can be affected for any number of reasons, including if suppliers decide to concentrate on the production of common components instead of components customized to meet the Company\u2019s requirements. When the Company\u2019s supply of components for a new or existing product has been delayed or constrained, or when an outsourcing partner has delayed shipments of completed products to the Company, the Company\u2019s business, results of operations and financial condition have been adversely affected and future delays or constraints could materially adversely affect the Company\u2019s business, results of operations and financial condition. The Company\u2019s business and financial performance could also be materially adversely affected depending on the time required to obtain sufficient quantities from the source, or to identify and obtain sufficient quantities from an alternative source."}
-{"_id": "AAPL20230103", "title": "AAPL Apple Inc. | 2023 Form 10-K | 7", "text": "The Company\u2019s products and services may be affected from time to time by design and manufacturing defects that could materially adversely affect the Company\u2019s business and result in harm to the Company\u2019s reputation."}
-{"_id": "AAPL20230104", "title": "AAPL Apple Inc. | 2023 Form 10-K | 7", "text": "The Company offers complex hardware and software products and services that can be affected by design and manufacturing defects. Sophisticated operating system software and applications, such as those offered by the Company, often have issues that can unexpectedly interfere with the intended operation of hardware or software products and services. Defects can also exist in components and products the Company purchases from third parties. Component defects could make the Company\u2019s products unsafe and create a risk of environmental or property damage and personal injury. These risks may increase as the Company\u2019s products are introduced into specialized applications, including health. In addition, the Company\u2019s service offerings can have quality issues and from time to time experience outages, service slowdowns or errors. As a result, from time to time the Company\u2019s services have not performed as anticipated and may not meet customer expectations. There can be no assurance the Company will be able to detect and fix all issues and defects in the hardware, software and services it offers. Failure to do so can result in widespread technical and performance issues affecting the Company\u2019s products and services. In addition, the Company can be exposed to product liability claims, recalls, product replacements or modifications, write-offs of inventory, property, plant and equipment or intangible assets, and significant warranty and other expenses, including litigation costs and regulatory fines. Quality problems can also adversely affect the experience for users of the Company\u2019s products and services, and result in harm to the Company\u2019s reputation, loss of competitive advantage, poor market acceptance, reduced demand for products and services, delay in new product and service introductions and lost sales."}
-{"_id": "AAPL20230106", "title": "AAPL Apple Inc. | 2023 Form 10-K | 8", "text": "The Company is exposed to the risk of write-downs on the value of its inventory and other assets, in addition to purchase commitment cancellation risk."}
-{"_id": "AAPL20230107", "title": "AAPL Apple Inc. | 2023 Form 10-K | 8", "text": "The Company records a write-down for product and component inventories that have become obsolete or exceed anticipated demand, or for which cost exceeds net realizable value. The Company also accrues necessary cancellation fee reserves for orders of excess products and components. The Company reviews long-lived assets, including capital assets held at its suppliers\u2019 facilities and inventory prepayments, for impairment whenever events or circumstances indicate the assets may not be recoverable. If the Company determines that an impairment has occurred, it records a write-down equal to the amount by which the carrying value of the asset exceeds its fair value. Although the Company believes its inventory, capital assets, inventory prepayments and other assets and purchase commitments are currently recoverable, there can be no assurance the Company will not incur write-downs, fees, impairments and other charges given the rapid and unpredictable pace of product obsolescence in the industries in which the Company competes."}
-{"_id": "AAPL20230108", "title": "AAPL Apple Inc. | 2023 Form 10-K | 8", "text": "The Company orders components for its products and builds inventory in advance of product announcements and shipments. Manufacturing purchase obligations cover the Company\u2019s forecasted component and manufacturing requirements, typically for periods up to 150 days. Because the Company\u2019s markets are volatile, competitive and subject to rapid technology and price changes, there is a risk the Company will forecast incorrectly and order or produce excess or insufficient amounts of components or products, or not fully utilize firm purchase commitments."}
-{"_id": "AAPL20230109", "title": "AAPL Apple Inc. | 2023 Form 10-K | 8", "text": "The Company relies on access to third-party intellectual property, which may not be available to the Company on commercially reasonable terms or at all."}
-{"_id": "AAPL20230110", "title": "AAPL Apple Inc. | 2023 Form 10-K | 8", "text": "The Company\u2019s products and services are designed to include intellectual property owned by third parties, which requires licenses from those third parties. In addition, because of technological changes in the industries in which the Company currently competes or in the future may compete, current extensive patent coverage and the rapid rate of issuance of new patents, the Company\u2019s products and services can unknowingly infringe existing patents or intellectual property rights of others. From time to time, the Company has been notified that it may be infringing certain patents or other intellectual property rights of third parties. Based on experience and industry practice, the Company believes licenses to such third-party intellectual property can generally be obtained on commercially reasonable terms. However, there can be no assurance the necessary licenses can be obtained on commercially reasonable terms or at all. Failure to obtain the right to use third-party intellectual property, or to use such intellectual property on commercially reasonable terms, can preclude the Company from selling certain products or services, or otherwise have a material adverse impact on the Company\u2019s business, results of operations and financial condition."}
-{"_id": "AAPL20230111", "title": "AAPL Apple Inc. | 2023 Form 10-K | 8", "text": "The Company\u2019s future performance depends in part on support from third-party software developers."}
-{"_id": "AAPL20230112", "title": "AAPL Apple Inc. | 2023 Form 10-K | 8", "text": "The Company believes decisions by customers to purchase its hardware products depend in part on the availability of third-party software applications and services. There can be no assurance third-party developers will continue to develop and maintain software applications and services for the Company\u2019s products. If third-party software applications and services cease to be developed and maintained for the Company\u2019s products, customers may choose not to buy the Company\u2019s products."}
-{"_id": "AAPL20230113", "title": "AAPL Apple Inc. | 2023 Form 10-K | 8", "text": "The Company believes the availability of third-party software applications and services for its products depends in part on the developers\u2019 perception and analysis of the relative benefits of developing, maintaining and upgrading such software and services for the Company\u2019s products compared to competitors\u2019 platforms, such as Android for smartphones and tablets, Windows for personal computers and tablets, and PlayStation, Nintendo and Xbox for gaming platforms. This analysis may be based on factors such as the market position of the Company and its products, the anticipated revenue that may be generated, expected future growth of product sales, and the costs of developing such applications and services."}
-{"_id": "AAPL20230114", "title": "AAPL Apple Inc. | 2023 Form 10-K | 8", "text": "The Company\u2019s minority market share in the global smartphone, personal computer and tablet markets can make developers less inclined to develop or upgrade software for the Company\u2019s products and more inclined to devote their resources to developing and upgrading software for competitors\u2019 products with larger market share. When developers focus their efforts on these competing platforms, the availability and quality of applications for the Company\u2019s devices can suffer."}
-{"_id": "AAPL20230115", "title": "AAPL Apple Inc. | 2023 Form 10-K | 8", "text": "The Company relies on the continued availability and development of compelling and innovative software applications for its products. The Company\u2019s products and operating systems are subject to rapid technological change, and when third-party developers are unable to or choose not to keep up with this pace of change, their applications can fail to take advantage of these changes to deliver improved customer experiences, can operate incorrectly, and can result in dissatisfied customers and lower customer demand for the Company\u2019s products."}
-{"_id": "AAPL20230117", "title": "AAPL Apple Inc. | 2023 Form 10-K | 9", "text": "The Company distributes third-party applications for its products through the App Store. For the vast majority of applications, developers keep all of the revenue they generate on the App Store. The Company retains a commission from sales of applications and sales of digital services or goods initiated within an application. From time to time, the Company has made changes to its App Store, including actions taken in response to competition, market conditions and legal and regulatory requirements. The Company expects to make further business changes in the future, including as a result of legislative initiatives impacting the App Store, such as the European Union (\u201cEU\u201d) Digital Markets Act, which the Company is required to comply with by March 2024. The Company is also subject to litigation and investigations relating to the App Store, which have resulted in changes to the Company\u2019s business practices, and may in the future result in further changes. Changes have included how developers communicate with consumers outside the App Store regarding alternative purchasing mechanisms. Future changes could also affect what the Company charges developers for access to its platforms, how it manages distribution of apps outside of the App Store, and how and to what extent it allows developers to communicate with consumers inside the App Store regarding alternative purchasing mechanisms. This could reduce the volume of sales, and the commission that the Company earns on those sales, would decrease. If the rate of the commission that the Company retains on such sales is reduced, or if it is otherwise narrowed in scope or eliminated, the Company\u2019s business, results of operations and financial condition could be materially adversely affected."}
-{"_id": "AAPL20230118", "title": "AAPL Apple Inc. | 2023 Form 10-K | 9", "text": "Failure to obtain or create digital content that appeals to the Company\u2019s customers, or to make such content available on commercially reasonable terms, could have a material adverse impact on the Company\u2019s business, results of operations and financial condition."}
-{"_id": "AAPL20230119", "title": "AAPL Apple Inc. | 2023 Form 10-K | 9", "text": "The Company contracts with numerous third parties to offer their digital content to customers. This includes the right to sell, or offer subscriptions to, third-party content, as well as the right to incorporate specific content into the Company\u2019s own services. The licensing or other distribution arrangements for this content can be for relatively short time periods and do not guarantee the continuation or renewal of these arrangements on commercially reasonable terms, or at all. Some third-party content providers and distributors currently or in the future may offer competing products and services, and can take actions to make it difficult or impossible for the Company to license or otherwise distribute their content. Other content owners, providers or distributors may seek to limit the Company\u2019s access to, or increase the cost of, such content. The Company may be unable to continue to offer a wide variety of content at commercially reasonable prices with acceptable usage rules."}
-{"_id": "AAPL20230120", "title": "AAPL Apple Inc. | 2023 Form 10-K | 9", "text": "The Company also produces its own digital content, which can be costly to produce due to intense and increasing competition for talent, content and subscribers, and may fail to appeal to the Company\u2019s customers."}
-{"_id": "AAPL20230121", "title": "AAPL Apple Inc. | 2023 Form 10-K | 9", "text": "Some third-party digital content providers require the Company to provide digital rights management and other security solutions. If requirements change, the Company may have to develop or license new technology to provide these solutions. There can be no assurance the Company will be able to develop or license such solutions at a reasonable cost and in a timely manner."}
-{"_id": "AAPL20230122", "title": "AAPL Apple Inc. | 2023 Form 10-K | 9", "text": "The Company\u2019s success depends largely on the talents and efforts of its team members, the continued service and availability of highly skilled employees, including key personnel, and the Company\u2019s ability to nurture its distinctive and inclusive culture."}
-{"_id": "AAPL20230123", "title": "AAPL Apple Inc. | 2023 Form 10-K | 9", "text": "Much of the Company\u2019s future success depends on the talents and efforts of its team members and the continued availability and service of key personnel, including its Chief Executive Officer, executive team and other highly skilled employees. Experienced personnel in the technology industry are in high demand and competition for their talents is intense, especially in Silicon Valley, where most of the Company\u2019s key personnel are located. In addition to intense competition for talent, workforce dynamics are constantly evolving. If the Company does not manage changing workforce dynamics effectively, it could materially adversely affect the Company\u2019s culture, reputation and operational flexibility."}
-{"_id": "AAPL20230124", "title": "AAPL Apple Inc. | 2023 Form 10-K | 9", "text": "The Company believes that its distinctive and inclusive culture is a significant driver of its success. If the Company is unable to nurture its culture, it could materially adversely affect the Company\u2019s ability to recruit and retain the highly skilled employees who are critical to its success, and could otherwise materially adversely affect the Company\u2019s business, reputation, results of operations and financial condition."}
-{"_id": "AAPL20230125", "title": "AAPL Apple Inc. | 2023 Form 10-K | 9", "text": "The Company depends on the performance of carriers, wholesalers, retailers and other resellers."}
-{"_id": "AAPL20230126", "title": "AAPL Apple Inc. | 2023 Form 10-K | 9", "text": "The Company distributes its products and certain of its services through cellular network carriers, wholesalers, retailers and resellers, many of which distribute products and services from competitors. The Company also sells its products and services and resells third-party products in most of its major markets directly to consumers, small and mid-sized businesses, and education, enterprise and government customers through its retail and online stores and its direct sales force."}
-{"_id": "AAPL20230127", "title": "AAPL Apple Inc. | 2023 Form 10-K | 9", "text": "Some carriers providing cellular network service for the Company\u2019s products offer financing, installment payment plans or subsidies for users\u2019 purchases of the device. There can be no assurance such offers will be continued at all or in the same amounts."}
-{"_id": "AAPL20230129", "title": "AAPL Apple Inc. | 2023 Form 10-K | 10", "text": "The Company has invested and will continue to invest in programs to enhance reseller sales, including staffing selected resellers\u2019 stores with Company employees and contractors, and improving product placement displays. These programs can require a substantial investment while not assuring return or incremental sales. The financial condition of these resellers could weaken, these resellers could stop distributing the Company\u2019s products, or uncertainty regarding demand for some or all of the Company\u2019s products could cause resellers to reduce their ordering and marketing of the Company\u2019s products."}
-{"_id": "AAPL20230130", "title": "AAPL Apple Inc. | 2023 Form 10-K | 10", "text": "The Company\u2019s business and reputation are impacted by information technology system failures and network disruptions."}
-{"_id": "AAPL20230131", "title": "AAPL Apple Inc. | 2023 Form 10-K | 10", "text": "The Company and its global supply chain are dependent on complex information technology systems and are exposed to information technology system failures or network disruptions caused by natural disasters, accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical or electronic break-ins, ransomware or other cybersecurity incidents, or other events or disruptions. System upgrades, redundancy and other continuity measures may be ineffective or inadequate, and the Company\u2019s or its vendors\u2019 business continuity and disaster recovery planning may not be sufficient for all eventualities. Such failures or disruptions can adversely impact the Company\u2019s business by, among other things, preventing access to the Company\u2019s online services, interfering with customer transactions or impeding the manufacturing and shipping of the Company\u2019s products. These events could materially adversely affect the Company\u2019s business, reputation, results of operations and financial condition."}
-{"_id": "AAPL20230132", "title": "AAPL Apple Inc. | 2023 Form 10-K | 10", "text": "Losses or unauthorized access to or releases of confidential information, including personal information, could subject the Company to significant reputational, financial, legal and operational consequences."}
-{"_id": "AAPL20230133", "title": "AAPL Apple Inc. | 2023 Form 10-K | 10", "text": "The Company\u2019s business requires it to use and store confidential information, including personal information, with respect to the Company\u2019s customers and employees. The Company devotes significant resources to network and data security, including through the use of encryption and other security measures intended to protect its systems and data. But these measures cannot provide absolute security, and losses or unauthorized access to or releases of confidential information occur and could materially adversely affect the Company\u2019s business, reputation, results of operations and financial condition."}
-{"_id": "AAPL20230134", "title": "AAPL Apple Inc. | 2023 Form 10-K | 10", "text": "The Company\u2019s business also requires it to share confidential information with suppliers and other third parties. The Company relies on global suppliers that are also exposed to ransomware and other malicious attacks that can disrupt business operations. Although the Company takes steps to secure confidential information that is provided to or accessible by third parties working on the Company\u2019s behalf, such measures are not always effective and losses or unauthorized access to, or releases of, confidential information occur. Such incidents and other malicious attacks could materially adversely affect the Company\u2019s business, reputation, results of operations and financial condition."}
-{"_id": "AAPL20230135", "title": "AAPL Apple Inc. | 2023 Form 10-K | 10", "text": "The Company experiences malicious attacks and other attempts to gain unauthorized access to its systems on a regular basis. These attacks seek to compromise the confidentiality, integrity or availability of confidential information or disrupt normal business operations, and can, among other things, impair the Company\u2019s ability to attract and retain customers for its products and services, impact the Company\u2019s stock price, materially damage commercial relationships, and expose the Company to litigation or government investigations, which could result in penalties, fines or judgments against the Company. Globally, attacks are expected to continue accelerating in both frequency and sophistication with increasing use by actors of tools and techniques that are designed to circumvent controls, avoid detection, and remove or obfuscate forensic evidence, all of which hinders the Company\u2019s ability to identify, investigate and recover from incidents. In addition, attacks against the Company and its customers can escalate during periods of severe diplomatic or armed conflict."}
-{"_id": "AAPL20230136", "title": "AAPL Apple Inc. | 2023 Form 10-K | 10", "text": "Although malicious attacks perpetrated to gain access to confidential information, including personal information, affect many companies across various industries, the Company is at a relatively greater risk of being targeted because of its high profile and the value of the confidential information it creates, owns, manages, stores and processes."}
-{"_id": "AAPL20230137", "title": "AAPL Apple Inc. | 2023 Form 10-K | 10", "text": "The Company has implemented systems and processes intended to secure its information technology systems and prevent unauthorized access to or loss of sensitive data, and mitigate the impact of unauthorized access, including through the use of encryption and authentication technologies. As with all companies, these security measures may not be sufficient for all eventualities and may be vulnerable to hacking, ransomware attacks, employee error, malfeasance, system error, faulty password management or other irregularities. For example, third parties can fraudulently induce the Company\u2019s or its vendors\u2019 employees or customers into disclosing usernames, passwords or other sensitive information, which can, in turn, be used for unauthorized access to the Company\u2019s or its vendors\u2019 systems and services. To help protect customers and the Company, the Company deploys and makes available technologies like multifactor authentication, monitors its services and systems for unusual activity and may freeze accounts under suspicious circumstances, which, among other things, can result in the delay or loss of customer orders or impede customer access to the Company\u2019s products and services."}
-{"_id": "AAPL20230138", "title": "AAPL Apple Inc. | 2023 Form 10-K | 10", "text": "While the Company maintains insurance coverage that is intended to address certain aspects of data security risks, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise."}
-{"_id": "AAPL20230140", "title": "AAPL Apple Inc. | 2023 Form 10-K | 11", "text": "Investment in new business strategies and acquisitions could disrupt the Company\u2019s ongoing business, present risks not originally contemplated and materially adversely affect the Company\u2019s business, reputation, results of operations and financial condition."}
-{"_id": "AAPL20230141", "title": "AAPL Apple Inc. | 2023 Form 10-K | 11", "text": "The Company has invested, and in the future may invest, in new business strategies or acquisitions. Such endeavors may involve significant risks and uncertainties, including distraction of management from current operations, greater-than-expected liabilities and expenses, economic, political, legal and regulatory challenges associated with operating in new businesses, regions or countries, inadequate return on capital, potential impairment of tangible and intangible assets, and significant write-offs. Investment and acquisition transactions are exposed to additional risks, including failing to obtain required regulatory approvals on a timely basis or at all, or the imposition of onerous conditions that could delay or prevent the Company from completing a transaction or otherwise limit the Company\u2019s ability to fully realize the anticipated benefits of a transaction. These new ventures are inherently risky and may not be successful. The failure of any significant investment could materially adversely affect the Company\u2019s business, reputation, results of operations and financial condition."}
-{"_id": "AAPL20230142", "title": "AAPL Apple Inc. | 2023 Form 10-K | 11", "text": "The Company\u2019s retail stores are subject to numerous risks and uncertainties."}
-{"_id": "AAPL20230143", "title": "AAPL Apple Inc. | 2023 Form 10-K | 11", "text": "The Company\u2019s retail operations are subject to many factors that pose risks and uncertainties and could adversely impact the Company\u2019s business, results of operations and financial condition, including macroeconomic factors that could have an adverse effect on general retail activity. Other factors include the Company\u2019s ability to: manage costs associated with retail store construction and operation; manage relationships with existing retail partners; manage costs associated with fluctuations in the value of retail inventory; and obtain and renew leases in quality retail locations at a reasonable cost."}
-{"_id": "AAPL20230145", "title": "AAPL Legal and Regulatory Compliance Risks", "text": "The Company\u2019s business, results of operations and financial condition could be adversely impacted by unfavorable results of legal proceedings or government investigations."}
-{"_id": "AAPL20230146", "title": "AAPL Legal and Regulatory Compliance Risks", "text": "The Company is subject to various claims, legal proceedings and government investigations that have arisen in the ordinary course of business and have not yet been fully resolved, and new matters may arise in the future. In addition, agreements entered into by the Company sometimes include indemnification provisions which can subject the Company to costs and damages in the event of a claim against an indemnified third party. The number of claims, legal proceedings and government investigations involving the Company, and the alleged magnitude of such claims, proceedings and government investigations, has generally increased over time and may continue to increase."}
-{"_id": "AAPL20230147", "title": "AAPL Legal and Regulatory Compliance Risks", "text": "The Company has faced and continues to face a significant number of patent claims relating to its cellular-enabled products, and new claims may arise in the future, including as a result of new legal or regulatory frameworks. For example, technology and other patent-holding companies frequently assert their patents and seek royalties and often enter into litigation based on allegations of patent infringement or other violations of intellectual property rights. The Company is vigorously defending infringement actions in courts in several U.S. jurisdictions, as well as internationally in various countries. The plaintiffs in these actions frequently seek injunctions and substantial damages."}
-{"_id": "AAPL20230148", "title": "AAPL Legal and Regulatory Compliance Risks", "text": "Regardless of the merit of particular claims, defending against litigation or responding to government investigations can be expensive, time-consuming and disruptive to the Company\u2019s operations. In recognition of these considerations, the Company may enter into agreements or other arrangements to settle litigation and resolve such challenges. There can be no assurance such agreements can be obtained on acceptable terms or that litigation will not occur. These agreements can also significantly increase the Company\u2019s cost of sales and operating expenses and require the Company to change its business practices and limit the Company\u2019s ability to offer certain products and services."}
-{"_id": "AAPL20230149", "title": "AAPL Legal and Regulatory Compliance Risks", "text": "Except as described in Part I, Item 3 of this Form 10-K under the heading \u201cLegal Proceedings\u201d and in Part II, Item 8 of this Form 10-K in the Notes to Consolidated Financial Statements in Note 12, \u201cCommitments, Contingencies and Supply Concentrations\u201d under the heading \u201cContingencies,\u201d in the opinion of management, there was not at least a reasonable possibility the Company may have incurred a material loss, or a material loss greater than a recorded accrual, concerning loss contingencies for asserted legal and other claims."}
-{"_id": "AAPL20230150", "title": "AAPL Legal and Regulatory Compliance Risks", "text": "The outcome of litigation or government investigations is inherently uncertain. If one or more legal matters were resolved against the Company or an indemnified third party in a reporting period for amounts above management\u2019s expectations, the Company\u2019s results of operations and financial condition for that reporting period could be materially adversely affected. Further, such an outcome can result in significant compensatory, punitive or trebled monetary damages, disgorgement of revenue or profits, remedial corporate measures or injunctive relief against the Company, and has from time to time required, and can in the future require, the Company to change its business practices and limit the Company\u2019s ability to offer certain products and services, all of which could materially adversely affect the Company\u2019s business, reputation, results of operations and financial condition."}
-{"_id": "AAPL20230151", "title": "AAPL Legal and Regulatory Compliance Risks", "text": "While the Company maintains insurance coverage for certain types of claims, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise."}
-{"_id": "AAPL20230153", "title": "AAPL Apple Inc. | 2023 Form 10-K | 12", "text": "The Company is subject to complex and changing laws and regulations worldwide, which exposes the Company to potential liabilities, increased costs and other adverse effects on the Company\u2019s business."}
-{"_id": "AAPL20230154", "title": "AAPL Apple Inc. | 2023 Form 10-K | 12", "text": "The Company\u2019s global operations are subject to complex and changing laws and regulations on subjects, including antitrust; privacy, data security and data localization; consumer protection; advertising, sales, billing and e-commerce; financial services and technology; product liability; intellectual property ownership and infringement; digital platforms; machine learning and artificial intelligence; internet, telecommunications and mobile communications; media, television, film and digital content; availability of third-party software applications and services; labor and employment; anticorruption; import, export and trade; foreign exchange controls and cash repatriation restrictions; anti\u2013money laundering; foreign ownership and investment; tax; and environmental, health and safety, including electronic waste, recycling, product design and climate change."}
-{"_id": "AAPL20230155", "title": "AAPL Apple Inc. | 2023 Form 10-K | 12", "text": "Compliance with these laws and regulations is onerous and expensive. New and changing laws and regulations can adversely affect the Company\u2019s business by increasing the Company\u2019s costs, limiting the Company\u2019s ability to offer a product, service or feature to customers, imposing changes to the design of the Company\u2019s products and services, impacting customer demand for the Company\u2019s products and services, and requiring changes to the Company\u2019s supply chain and its business. New and changing laws and regulations can also create uncertainty about how such laws and regulations will be interpreted and applied. These risks and costs may increase as the Company\u2019s products and services are introduced into specialized applications, including health and financial services. The Company has implemented policies and procedures designed to ensure compliance with applicable laws and regulations, but there can be no assurance the Company\u2019s employees, contractors or agents will not violate such laws and regulations or the Company\u2019s policies and procedures. If the Company is found to have violated laws and regulations, it could materially adversely affect the Company\u2019s business, reputation, results of operations and financial condition. Regulatory changes and other actions that materially adversely affect the Company\u2019s business may be announced with little or no advance notice and the Company may not be able to effectively mitigate all adverse impacts from such measures. For example, the Company is subject to changing regulations relating to the export and import of its products. Although the Company has programs, policies and procedures in place that are designed to satisfy regulatory requirements, there can be no assurance that such policies and procedures will be effective in preventing a violation or a claim of a violation. As a result, the Company\u2019s products could be banned, delayed or prohibited from importation, which could materially adversely affect the Company\u2019s business, reputation, results of operations and financial condition."}
-{"_id": "AAPL20230156", "title": "AAPL Apple Inc. | 2023 Form 10-K | 12", "text": "Expectations relating to environmental, social and governance considerations and related reporting obligations expose the Company to potential liabilities, increased costs, reputational harm, and other adverse effects on the Company\u2019s business."}
-{"_id": "AAPL20230157", "title": "AAPL Apple Inc. | 2023 Form 10-K | 12", "text": "Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance considerations relating to businesses, including climate change and greenhouse gas emissions, human and civil rights, and diversity, equity and inclusion. In addition, the Company makes statements about its goals and initiatives through its various non-financial reports, information provided on its website, press statements and other communications. Responding to these environmental, social and governance considerations and implementation of these goals and initiatives involves risks and uncertainties, requires investments, and depends in part on third-party performance or data that is outside the Company\u2019s control. The Company cannot guarantee that it will achieve its announced environmental, social and governance goals and initiatives. In addition, some stakeholders may disagree with the Company\u2019s goals and initiatives. Any failure, or perceived failure, by the Company to achieve its goals, further its initiatives, adhere to its public statements, comply with federal, state or international environmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against the Company and materially adversely affect the Company\u2019s business, reputation, results of operations, financial condition and stock price."}
-{"_id": "AAPL20230158", "title": "AAPL Apple Inc. | 2023 Form 10-K | 12", "text": "The technology industry, including, in some instances, the Company, is subject to intense media, political and regulatory scrutiny, which exposes the Company to increasing regulation, government investigations, legal actions and penalties."}
-{"_id": "AAPL20230159", "title": "AAPL Apple Inc. | 2023 Form 10-K | 12", "text": "From time to time, the Company has made changes to its App Store, including actions taken in response to litigation, competition, market conditions and legal and regulatory requirements. The Company expects to make further business changes in the future, including as a result of legislative initiatives impacting the App Store, such as the EU Digital Markets Act, which the Company is required to comply with by March 2024, or similar laws in other jurisdictions. Changes have included how developers communicate with consumers outside the App Store regarding alternative purchasing mechanisms. Future changes could also affect what the Company charges developers for access to its platforms, how it manages distribution of apps outside of the App Store, and how and to what extent it allows developers to communicate with consumers inside the App Store regarding alternative purchasing mechanisms."}
-{"_id": "AAPL20230161", "title": "AAPL Apple Inc. | 2023 Form 10-K | 13", "text": "The Company is also currently subject to antitrust investigations in various jurisdictions around the world, which can result in legal proceedings and claims against the Company that could, individually or in the aggregate, have a materially adverse impact on the Company\u2019s business, results of operations and financial condition. For example, the Company is the subject of investigations in Europe and other jurisdictions relating to App Store terms and conditions. If such investigations result in adverse findings against the Company, the Company could be exposed to significant fines and may be required to make changes to its App Store business, all of which could materially adversely affect the Company\u2019s business, results of operations and financial condition. The Company is also subject to litigation relating to the App Store, which has resulted in changes to the Company\u2019s business practices, and may in the future result in further changes."}
-{"_id": "AAPL20230162", "title": "AAPL Apple Inc. | 2023 Form 10-K | 13", "text": "Further, the Company has commercial relationships with other companies in the technology industry that are or may become subject to investigations and litigation that, if resolved against those other companies, could materially adversely affect the Company\u2019s commercial relationships with those business partners and materially adversely affect the Company\u2019s business, results of operations and financial condition. For example, the Company earns revenue from licensing arrangements with other companies to offer their search services on the Company\u2019s platforms and applications, and certain of these arrangements are currently subject to government investigations and legal proceedings."}
-{"_id": "AAPL20230163", "title": "AAPL Apple Inc. | 2023 Form 10-K | 13", "text": "There can be no assurance the Company\u2019s business will not be materially adversely affected, individually or in the aggregate, by the outcomes of such investigations, litigation or changes to laws and regulations in the future. Changes to the Company\u2019s business practices to comply with new laws and regulations or in connection with other legal proceedings could negatively impact the reputation of the Company\u2019s products for privacy and security and otherwise adversely affect the experience for users of the Company\u2019s products and services, and result in harm to the Company\u2019s reputation, loss of competitive advantage, poor market acceptance, reduced demand for products and services, and lost sales."}
-{"_id": "AAPL20230164", "title": "AAPL Apple Inc. | 2023 Form 10-K | 13", "text": "The Company\u2019s business is subject to a variety of U.S. and international laws, rules, policies and other obligations regarding data protection."}
-{"_id": "AAPL20230165", "title": "AAPL Apple Inc. | 2023 Form 10-K | 13", "text": "The Company is subject to an increasing number of federal, state and international laws relating to the collection, use, retention, security and transfer of various types of personal information. In many cases, these laws apply not only to third-party transactions, but also restrict transfers of personal information among the Company and its international subsidiaries. Several jurisdictions have passed laws in this area, and additional jurisdictions are considering imposing additional restrictions or have laws that are pending. These laws continue to develop and may be inconsistent from jurisdiction to jurisdiction. Complying with emerging and changing requirements causes the Company to incur substantial costs and has required and may in the future require the Company to change its business practices. Noncompliance could result in significant penalties or legal liability."}
-{"_id": "AAPL20230166", "title": "AAPL Apple Inc. | 2023 Form 10-K | 13", "text": "The Company makes statements about its use and disclosure of personal information through its privacy policy, information provided on its website, press statements and other privacy notices provided to customers. Any failure by the Company to comply with these public statements or with other federal, state or international privacy or data protection laws and regulations could result in inquiries or proceedings against the Company by governmental entities or others. In addition to reputational impacts, penalties could include ongoing audit requirements and significant legal liability."}
-{"_id": "AAPL20230167", "title": "AAPL Apple Inc. | 2023 Form 10-K | 13", "text": "In addition to the risks generally relating to the collection, use, retention, security and transfer of personal information, the Company is also subject to specific obligations relating to information considered sensitive under applicable laws, such as health data, financial data and biometric data. Health data and financial data are subject to additional privacy, security and breach notification requirements, and the Company is subject to audit by governmental authorities regarding the Company\u2019s compliance with these obligations. If the Company fails to adequately comply with these rules and requirements, or if health data or financial data is handled in a manner not permitted by law or under the Company\u2019s agreements with healthcare or financial institutions, the Company can be subject to litigation or government investigations, and can be liable for associated investigatory expenses, and can also incur significant fees or fines."}
-{"_id": "AAPL20230168", "title": "AAPL Apple Inc. | 2023 Form 10-K | 13", "text": "Payment card data is also subject to additional requirements. Under payment card rules and obligations, if cardholder information is potentially compromised, the Company can be liable for associated investigatory expenses and can also incur significant fees or fines if the Company fails to follow payment card industry data security standards. The Company could also experience a significant increase in payment card transaction costs or lose the ability to process payment cards if it fails to follow payment card industry data security standards, which could materially adversely affect the Company\u2019s business, reputation, results of operations and financial condition."}
-{"_id": "AAPL20230171", "title": "AAPL Financial Risks", "text": "The Company expects its quarterly net sales and results of operations to fluctuate."}
-{"_id": "AAPL20230172", "title": "AAPL Financial Risks", "text": "The Company\u2019s profit margins vary across its products, services, geographic segments and distribution channels. For example, the gross margins on the Company\u2019s products and services vary significantly and can change over time. The Company\u2019s gross margins are subject to volatility and downward pressure due to a variety of factors, including: continued industry-wide global product pricing pressures and product pricing actions that the Company may take in response to such pressures; increased competition; the Company\u2019s ability to effectively stimulate demand for certain of its products and services; compressed product life cycles; supply shortages; potential increases in the cost of components, outside manufacturing services, and developing, acquiring and delivering content for the Company\u2019s services; the Company\u2019s ability to manage product quality and warranty costs effectively; shifts in the mix of products and services, or in the geographic, currency or channel mix, including to the extent that regulatory changes require the Company to modify its product and service offerings; fluctuations in foreign exchange rates; inflation and other macroeconomic pressures; and the introduction of new products or services, including new products or services with higher cost structures. These and other factors could have a materially adverse impact on the Company\u2019s results of operations and financial condition."}
-{"_id": "AAPL20230173", "title": "AAPL Financial Risks", "text": "The Company has historically experienced higher net sales in its first quarter compared to other quarters in its fiscal year due in part to seasonal holiday demand. Additionally, new product and service introductions can significantly impact net sales, cost of sales and operating expenses. Further, the Company generates a significant portion of its net sales from a single product and a decline in demand for that product could significantly impact quarterly net sales. The Company could also be subject to unexpected developments, such as lower-than-anticipated demand for the Company\u2019s products or services, issues with new product or service introductions, information technology system failures or network disruptions, or failure of one of the Company\u2019s logistics, components supply, or manufacturing partners."}
-{"_id": "AAPL20230174", "title": "AAPL Financial Risks", "text": "The Company\u2019s financial performance is subject to risks associated with changes in the value of the U.S. dollar relative to local currencies."}
-{"_id": "AAPL20230175", "title": "AAPL Financial Risks", "text": "The Company\u2019s primary exposure to movements in foreign exchange rates relates to non\u2013U.S. dollar\u2013denominated sales, cost of sales and operating expenses worldwide. Gross margins on the Company\u2019s products in foreign countries and on products that include components obtained from foreign suppliers have in the past been adversely affected and could in the future be materially adversely affected by foreign exchange rate fluctuations."}
-{"_id": "AAPL20230176", "title": "AAPL Financial Risks", "text": "The weakening of foreign currencies relative to the U.S. dollar adversely affects the U.S. dollar value of the Company\u2019s foreign currency\u2013denominated sales and earnings, and generally leads the Company to raise international pricing, potentially reducing demand for the Company\u2019s products. In some circumstances, for competitive or other reasons, the Company may decide not to raise international pricing to offset the U.S. dollar\u2019s strengthening, which would adversely affect the U.S. dollar value of the gross margins the Company earns on foreign currency\u2013denominated sales."}
-{"_id": "AAPL20230177", "title": "AAPL Financial Risks", "text": "Conversely, a strengthening of foreign currencies relative to the U.S. dollar, while generally beneficial to the Company\u2019s foreign currency\u2013denominated sales and earnings, could cause the Company to reduce international pricing or incur losses on its foreign currency derivative instruments, thereby limiting the benefit. Additionally, strengthening of foreign currencies may increase the Company\u2019s cost of product components denominated in those currencies, thus adversely affecting gross margins."}
-{"_id": "AAPL20230178", "title": "AAPL Financial Risks", "text": "The Company uses derivative instruments, such as foreign currency forward and option contracts, to hedge certain exposures to fluctuations in foreign exchange rates. The use of such hedging activities may not be effective to offset any, or more than a portion, of the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place."}
-{"_id": "AAPL20230179", "title": "AAPL Financial Risks", "text": "The Company is exposed to credit risk and fluctuations in the values of its investment portfolio."}
-{"_id": "AAPL20230180", "title": "AAPL Financial Risks", "text": "The Company\u2019s investments can be negatively affected by changes in liquidity, credit deterioration, financial results, market and economic conditions, political risk, sovereign risk, interest rate fluctuations or other factors. As a result, the value and liquidity of the Company\u2019s cash, cash equivalents and marketable securities may fluctuate substantially. Therefore, although the Company has not realized any significant losses on its cash, cash equivalents and marketable securities, future fluctuations in their value could result in significant losses and could have a material adverse impact on the Company\u2019s results of operations and financial condition."}
-{"_id": "AAPL20230182", "title": "AAPL Apple Inc. | 2023 Form 10-K | 15", "text": "The Company is exposed to credit risk on its trade accounts receivable, vendor non-trade receivables and prepayments related to long-term supply agreements, and this risk is heightened during periods when economic conditions worsen."}
-{"_id": "AAPL20230183", "title": "AAPL Apple Inc. | 2023 Form 10-K | 15", "text": "The Company distributes its products and certain of its services through third-party cellular network carriers, wholesalers, retailers and resellers. The Company also sells its products and services directly to small and mid-sized businesses and education, enterprise and government customers. A substantial majority of the Company\u2019s outstanding trade receivables are not covered by collateral, third-party bank support or financing arrangements, or credit insurance, and a significant portion of the Company\u2019s trade receivables can be concentrated within cellular network carriers or other resellers. The Company\u2019s exposure to credit and collectibility risk on its trade receivables is higher in certain international markets and its ability to mitigate such risks may be limited. The Company also has unsecured vendor non-trade receivables resulting from purchases of components by outsourcing partners and other vendors that manufacture subassemblies or assemble final products for the Company. In addition, the Company has made prepayments associated with long-term supply agreements to secure supply of inventory components. As of September 30, 2023, the Company\u2019s vendor non-trade receivables and prepayments related to long-term supply agreements were concentrated among a few individual vendors located primarily in Asia. While the Company has procedures to monitor and limit exposure to credit risk on its trade and vendor non-trade receivables, as well as long-term prepayments, there can be no assurance such procedures will effectively limit its credit risk and avoid losses."}
-{"_id": "AAPL20230184", "title": "AAPL Apple Inc. | 2023 Form 10-K | 15", "text": "The Company is subject to changes in tax rates, the adoption of new U.S. or international tax legislation and exposure to additional tax liabilities."}
-{"_id": "AAPL20230185", "title": "AAPL Apple Inc. | 2023 Form 10-K | 15", "text": "The Company is subject to taxes in the U.S. and numerous foreign jurisdictions, including Ireland and Singapore, where a number of the Company\u2019s subsidiaries are organized. Due to economic and political conditions, tax laws and tax rates for income taxes and other non-income taxes in various jurisdictions may be subject to significant change. For example, the Organisation for Economic Co-operation and Development continues to advance proposals for modernizing international tax rules, including the introduction of global minimum tax standards. The Company\u2019s effective tax rates are affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, the introduction of new taxes, and changes in tax laws or their interpretation. The application of tax laws may be uncertain, require significant judgment and be subject to differing interpretations."}
-{"_id": "AAPL20230186", "title": "AAPL Apple Inc. | 2023 Form 10-K | 15", "text": "The Company is also subject to the examination of its tax returns and other tax matters by the U.S. Internal Revenue Service and other tax authorities and governmental bodies. The Company regularly assesses the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of its provision for taxes. There can be no assurance as to the outcome of these examinations. If the Company\u2019s effective tax rates were to increase, or if the ultimate determination of the Company\u2019s taxes owed is for an amount in excess of amounts previously accrued, the Company\u2019s business, results of operations and financial condition could be materially adversely affected."}
-{"_id": "AAPL20230188", "title": "AAPL General Risks", "text": "The price of the Company\u2019s stock is subject to volatility."}
-{"_id": "AAPL20230189", "title": "AAPL General Risks", "text": "The Company\u2019s stock has experienced substantial price volatility in the past and may continue to do so in the future. Additionally, the Company, the technology industry and the stock market as a whole have, from time to time, experienced extreme stock price and volume fluctuations that have affected stock prices in ways that may have been unrelated to these companies\u2019 operating performance. Price volatility may cause the average price at which the Company repurchases its stock in a given period to exceed the stock\u2019s price at a given point in time. The Company believes the price of its stock should reflect expectations of future growth and profitability. The Company also believes the price of its stock should reflect expectations that its cash dividend will continue at current levels or grow, and that its current share repurchase program will be fully consummated. Future dividends are subject to declaration by the Company\u2019s Board of Directors, and the Company\u2019s share repurchase program does not obligate it to acquire any specific number of shares. If the Company fails to meet expectations related to future growth, profitability, dividends, share repurchases or other market expectations, the price of the Company\u2019s stock may decline significantly, which could have a material adverse impact on investor confidence and employee retention."}
-{"_id": "AAPL20230191", "title": "AAPL Unresolved Staff Comments", "text": "None."}
-{"_id": "AAPL20230193", "title": "AAPL Cybersecurity", "text": "Not applicable."}
-{"_id": "AAPL20230196", "title": "AAPL Properties", "text": "The Company\u2019s headquarters is located in Cupertino, California. As of September 30, 2023, the Company owned or leased facilities and land for corporate functions, R&D, data centers, retail and other purposes at locations throughout the U.S. and in various places outside the U.S. The Company believes its existing facilities and equipment, which are used by all reportable segments, are in good operating condition and are suitable for the conduct of its business."}
-{"_id": "AAPL20230199", "title": "AAPL Epic Games", "text": "Epic Games, Inc. (\u201cEpic\u201d) filed a lawsuit in the U.S. District Court for the Northern District of California (the \u201cDistrict Court\u201d) against the Company alleging violations of federal and state antitrust laws and California\u2019s unfair competition law based upon the Company\u2019s operation of its App Store. On September 10, 2021, the District Court ruled in favor of the Company with respect to nine out of the ten counts included in Epic\u2019s claim. The District Court found that certain provisions of the Company\u2019s App Store Review Guidelines violate California\u2019s unfair competition law and issued an injunction enjoining the Company from prohibiting developers from including in their apps external links that direct customers to purchasing mechanisms other than Apple in-app purchasing. The injunction applies to apps on the U.S. storefront of the iOS and iPadOS App Store. On April 24, 2023, the U.S. Court of Appeals for the Ninth Circuit (the \u201cCircuit Court\u201d) affirmed the District Court\u2019s ruling. On June 7, 2023, the Company and Epic filed petitions with the Circuit Court requesting further review of the decision. On June 30, 2023, the Circuit Court denied both petitions. On July 17, 2023, the Circuit Court granted Apple\u2019s motion to stay enforcement of the injunction pending appeal to the U.S. Supreme Court. If the U.S. Supreme Court denies Apple\u2019s petition, the stay of the injunction will expire."}
-{"_id": "AAPL20230201", "title": "AAPL Masimo", "text": "Masimo Corporation and Cercacor Laboratories, Inc. (together, \u201cMasimo\u201d) filed a complaint before the U.S. International Trade Commission (the \u201cITC\u201d) alleging infringement by the Company of five patents relating to the functionality of the blood oxygen feature in Apple Watch Series 6 and 7. In its complaint, Masimo sought a permanent exclusion order prohibiting importation to the United States of certain Apple Watch models that include blood oxygen sensing functionality. On October 26, 2023, the ITC entered a limited exclusion order (the \u201cOrder\u201d) prohibiting importation and sales in the United States of Apple Watch models with blood oxygen sensing functionality, which includes Apple Watch Series 9 and Ultra 2. The Order will not go into effect until the end of the administrative review period, which is currently expected to end on December 25, 2023. The Company intends to appeal the Order and seek a stay pending the appeal."}
-{"_id": "AAPL20230203", "title": "AAPL Other Legal Proceedings", "text": "The Company is subject to other legal proceedings and claims that have not been fully resolved and that have arisen in the ordinary course of business. The Company settled certain matters during the fourth quarter of 2023 that did not individually or in the aggregate have a material impact on the Company\u2019s financial condition or operating results. The outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts above management\u2019s expectations, the Company\u2019s financial condition and operating results for that reporting period could be materially adversely affected."}
-{"_id": "AAPL20230205", "title": "AAPL Mine Safety Disclosures", "text": "Not applicable."}
-{"_id": "AAPL20230207", "title": "AAPL Apple Inc. | 2023 Form 10-K | 17", "text": "Market for Registrant\u2019s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities"}
-{"_id": "AAPL20230208", "title": "AAPL Apple Inc. | 2023 Form 10-K | 17", "text": "The Company\u2019s common stock is traded on The Nasdaq Stock Market LLC under the symbol AAPL."}
-{"_id": "AAPL20230210", "title": "AAPL Holders", "text": "As of October 20, 2023, there were 23,763 shareholders of record."}
-{"_id": "AAPL20230221", "title": "AAPL Purchases of Equity Securities by the Issuer and Affiliated Purchasers", "text": "Share repurchase activity during the three months ended September 30, 2023 was as follows (in millions, except number of shares, which are reflected in thousands, and per-share amounts): Periods##Total Number of Shares Purchased######Average Price Paid Per Share##Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs######Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1) July 2, 2023 to August 5, 2023:################ Open market and privately negotiated purchases##33,864####$##191.62##33,864###### August 6, 2023 to September 2, 2023:################ August 2023 ASRs##22,085##(2)####(2)##22,085##(2)#### Open market and privately negotiated purchases##30,299####$##178.99##30,299###### September 3, 2023 to September 30, 2023:################ Open market and privately negotiated purchases##20,347####$##176.31##20,347###### Total##106,595############$##74,069"}
-{"_id": "AAPL20230222", "title": "AAPL Purchases of Equity Securities by the Issuer and Affiliated Purchasers", "text": "(1)As of September 30, 2023, the Company was authorized by the Board of Directors to purchase up to $90 billion of the Company\u2019s common stock under a share repurchase program announced on May 4, 2023, of which $15.9 billion had been utilized. During the fourth quarter of 2023, the Company also utilized the final $4.6 billion under its previous repurchase program, which was most recently authorized in April 2022. The programs do not obligate the Company to acquire a minimum amount of shares. Under the programs, shares may be repurchased in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act."}
-{"_id": "AAPL20230223", "title": "AAPL Purchases of Equity Securities by the Issuer and Affiliated Purchasers", "text": "(2)In August 2023, the Company entered into new accelerated share repurchase agreements (\u201cASRs\u201d). Under the terms of the ASRs, two financial institutions committed to deliver shares of the Company\u2019s common stock during the purchase periods in exchange for up-front payments totaling $5.0 billion. The total number of shares ultimately delivered under the ASRs, and therefore the average repurchase price paid per share, is determined based on the volume-weighted average price of the Company\u2019s common stock during the ASRs\u2019 purchase periods, which end in the first quarter of 2024."}
-{"_id": "AAPL20230230", "title": "AAPL Company Stock Performance", "text": "The following graph shows a comparison of five-year cumulative total shareholder return, calculated on a dividend-reinvested basis, for the Company, the S&P 500 Index and the Dow Jones U.S. Technology Supersector Index. The graph assumes $100 was invested in each of the Company\u2019s common stock, the S&P 500 Index and the Dow Jones U.S. Technology Supersector Index as of the market close on September 28, 2018. Past stock price performance is not necessarily indicative of future stock price performance. ####September 2018####September 2019####September 2020####September 2021####September 2022####September 2023 Apple Inc.##$##100##$##98##$##204##$##269##$##277##$##317 S&P 500 Index##$##100##$##104##$##118##$##161##$##136##$##160 Dow Jones U.S. Technology Supersector Index##$##100##$##105##$##154##$##227##$##164##$##226"}
-{"_id": "AAPL20230233", "title": "AAPL Apple Inc. | 2023 Form 10-K | 19", "text": "Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations"}
-{"_id": "AAPL20230234", "title": "AAPL Apple Inc. | 2023 Form 10-K | 19", "text": "The following discussion should be read in conjunction with the consolidated financial statements and accompanying notes included in Part II, Item 8 of this Form 10-K. This Item generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022. Discussions of 2021 items and year-to-year comparisons between 2022 and 2021 are not included, and can be found in \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in Part II, Item 7 of the Company\u2019s Annual Report on Form 10-K for the fiscal year ended September 24, 2022."}
-{"_id": "AAPL20230236", "title": "AAPL Fiscal Period", "text": "The Company\u2019s fiscal year is the 52- or 53-week period that ends on the last Saturday of September. An additional week is included in the first fiscal quarter every five or six years to realign the Company\u2019s fiscal quarters with calendar quarters, which occurred in the first quarter of 2023. The Company\u2019s fiscal year 2023 spanned 53 weeks, whereas fiscal years 2022 and 2021 spanned 52 weeks each."}
-{"_id": "AAPL20230238", "title": "AAPL Fiscal Year Highlights", "text": "The Company\u2019s total net sales were $383.3 billion and net income was $97.0 billion during 2023."}
-{"_id": "AAPL20230239", "title": "AAPL Fiscal Year Highlights", "text": "The Company\u2019s total net sales decreased 3% or $11.0 billion during 2023 compared to 2022. The weakness in foreign currencies relative to the U.S. dollar accounted for more than the entire year-over-year decrease in total net sales, which consisted primarily of lower net sales of Mac and iPhone, partially offset by higher net sales of Services."}
-{"_id": "AAPL20230240", "title": "AAPL Fiscal Year Highlights", "text": "The Company announces new product, service and software offerings at various times during the year. Significant announcements during fiscal year 2023 included the following:"}
-{"_id": "AAPL20230244", "title": "AAPL Fiscal Year Highlights", "text": "First Quarter 2023: \u2022iPad and iPad Pro; \u2022Next-generation Apple TV 4K; and \u2022MLS Season Pass, a Major League Soccer subscription streaming service."}
-{"_id": "AAPL20230247", "title": "AAPL Fiscal Year Highlights", "text": "Second Quarter 2023: \u2022MacBook Pro 14\u201d, MacBook Pro 16\u201d and Mac mini; and \u2022Second-generation HomePod."}
-{"_id": "AAPL20230251", "title": "AAPL Fiscal Year Highlights", "text": "Third Quarter 2023: \u2022MacBook Air 15\u201d, Mac Studio and Mac Pro; \u2022Apple Vision ProTM, the Company\u2019s first spatial computer featuring its new visionOSTM, expected to be available in early calendar year 2024; and \u2022iOS 17, macOS Sonoma, iPadOS 17, tvOS 17 and watchOS 10, updates to the Company\u2019s operating systems."}
-{"_id": "AAPL20230254", "title": "AAPL Fiscal Year Highlights", "text": "Fourth Quarter 2023: \u2022iPhone 15, iPhone 15 Plus, iPhone 15 Pro and iPhone 15 Pro Max; and \u2022Apple Watch Series 9 and Apple Watch Ultra 2."}
-{"_id": "AAPL20230255", "title": "AAPL Fiscal Year Highlights", "text": "In May 2023, the Company announced a new share repurchase program of up to $90 billion and raised its quarterly dividend from $0.23 to $0.24 per share beginning in May 2023. During 2023, the Company repurchased $76.6 billion of its common stock and paid dividends and dividend equivalents of $15.0 billion."}
-{"_id": "AAPL20230257", "title": "AAPL Macroeconomic Conditions", "text": "Macroeconomic conditions, including inflation, changes in interest rates, and currency fluctuations, have directly and indirectly impacted, and could in the future materially impact, the Company\u2019s results of operations and financial condition."}
-{"_id": "AAPL20230268", "title": "AAPL Segment Operating Performance", "text": "The following table shows net sales by reportable segment for 2023, 2022 and 2021 (dollars in millions): ####2023##Change######2022##Change######2021 Net sales by reportable segment:#################### Americas##$##162,560##(4)##%##$##169,658##11##%##$##153,306 Europe####94,294##(1)##%####95,118##7##%####89,307 Greater China####72,559##(2)##%####74,200##9##%####68,366 Japan####24,257##(7)##%####25,977##(9)##%####28,482 Rest of Asia Pacific####29,615##1##%####29,375##11##%####26,356 Total net sales##$##383,285##(3)##%##$##394,328##8##%##$##365,817"}
-{"_id": "AAPL20230270", "title": "AAPL Americas", "text": "Americas net sales decreased 4% or $7.1 billion during 2023 compared to 2022 due to lower net sales of iPhone and Mac, partially offset by higher net sales of Services."}
-{"_id": "AAPL20230272", "title": "AAPL Europe", "text": "Europe net sales decreased 1% or $824 million during 2023 compared to 2022. The weakness in foreign currencies relative to the U.S. dollar accounted for more than the entire year-over-year decrease in Europe net sales, which consisted primarily of lower net sales of Mac and Wearables, Home and Accessories, partially offset by higher net sales of iPhone and Services."}
-{"_id": "AAPL20230274", "title": "AAPL Greater China", "text": "Greater China net sales decreased 2% or $1.6 billion during 2023 compared to 2022. The weakness in the renminbi relative to the U.S. dollar accounted for more than the entire year-over-year decrease in Greater China net sales, which consisted primarily of lower net sales of Mac and iPhone."}
-{"_id": "AAPL20230276", "title": "AAPL Japan", "text": "Japan net sales decreased 7% or $1.7 billion during 2023 compared to 2022. The weakness in the yen relative to the U.S. dollar accounted for more than the entire year-over-year decrease in Japan net sales, which consisted primarily of lower net sales of iPhone, Wearables, Home and Accessories and Mac."}
-{"_id": "AAPL20230278", "title": "AAPL Rest of Asia Pacific", "text": "Rest of Asia Pacific net sales increased 1% or $240 million during 2023 compared to 2022. The weakness in foreign currencies relative to the U.S. dollar had a significantly unfavorable year-over-year impact on Rest of Asia Pacific net sales. The net sales increase consisted of higher net sales of iPhone and Services, partially offset by lower net sales of Mac and iPad."}
-{"_id": "AAPL20230289", "title": "AAPL Products and Services Performance", "text": "The following table shows net sales by category for 2023, 2022 and 2021 (dollars in millions): ####2023##Change######2022##Change######2021 Net sales by category:#################### iPhone (1)##$##200,583##(2)##%##$##205,489##7##%##$##191,973 Mac (1)####29,357##(27)##%####40,177##14##%####35,190 iPad (1)####28,300##(3)##%####29,292##(8)##%####31,862 Wearables, Home and Accessories (1)####39,845##(3)##%####41,241##7##%####38,367 Services (2)####85,200##9##%####78,129##14##%####68,425 Total net sales##$##383,285##(3)##%##$##394,328##8##%##$##365,817"}
-{"_id": "AAPL20230290", "title": "AAPL Products and Services Performance", "text": "(1)Products net sales include amortization of the deferred value of unspecified software upgrade rights, which are bundled in the sales price of the respective product."}
-{"_id": "AAPL20230291", "title": "AAPL Products and Services Performance", "text": "(2)Services net sales include amortization of the deferred value of services bundled in the sales price of certain products."}
-{"_id": "AAPL20230293", "title": "AAPL iPhone", "text": "iPhone net sales decreased 2% or $4.9 billion during 2023 compared to 2022 due to lower net sales of non-Pro iPhone models, partially offset by higher net sales of Pro iPhone models."}
-{"_id": "AAPL20230295", "title": "AAPL Mac", "text": "Mac net sales decreased 27% or $10.8 billion during 2023 compared to 2022 due primarily to lower net sales of laptops."}
-{"_id": "AAPL20230297", "title": "AAPL iPad", "text": "iPad net sales decreased 3% or $1.0 billion during 2023 compared to 2022 due primarily to lower net sales of iPad mini and iPad Air, partially offset by the combined net sales of iPad 9th and 10th generation."}
-{"_id": "AAPL20230299", "title": "AAPL Wearables, Home and Accessories", "text": "Wearables, Home and Accessories net sales decreased 3% or $1.4 billion during 2023 compared to 2022 due primarily to lower net sales of Wearables and Accessories."}
-{"_id": "AAPL20230301", "title": "AAPL Services", "text": "Services net sales increased 9% or $7.1 billion during 2023 compared to 2022 due to higher net sales across all lines of business."}
-{"_id": "AAPL20230313", "title": "AAPL Gross Margin", "text": "Products and Services gross margin and gross margin percentage for 2023, 2022 and 2021 were as follows (dollars in millions): ####2023####2022####2021 Gross margin:############ Products##$##108,803##$##114,728##$##105,126 Services####60,345####56,054####47,710 Total gross margin##$##169,148##$##170,782##$##152,836 Gross margin percentage:############ Products##36.5##%##36.3##%##35.3##% Services##70.8##%##71.7##%##69.7##% Total gross margin percentage##44.1##%##43.3##%##41.8##%"}
-{"_id": "AAPL20230315", "title": "AAPL Products Gross Margin", "text": "Products gross margin decreased during 2023 compared to 2022 due to the weakness in foreign currencies relative to the U.S. dollar and lower Products volume, partially offset by cost savings and a different Products mix."}
-{"_id": "AAPL20230316", "title": "AAPL Products Gross Margin", "text": "Products gross margin percentage increased during 2023 compared to 2022 due to cost savings and a different Products mix, partially offset by the weakness in foreign currencies relative to the U.S. dollar and decreased leverage."}
-{"_id": "AAPL20230318", "title": "AAPL Services Gross Margin", "text": "Services gross margin increased during 2023 compared to 2022 due primarily to higher Services net sales, partially offset by the weakness in foreign currencies relative to the U.S. dollar and higher Services costs."}
-{"_id": "AAPL20230319", "title": "AAPL Services Gross Margin", "text": "Services gross margin percentage decreased during 2023 compared to 2022 due to higher Services costs and the weakness in foreign currencies relative to the U.S. dollar, partially offset by a different Services mix."}
-{"_id": "AAPL20230320", "title": "AAPL Services Gross Margin", "text": "The Company\u2019s future gross margins can be impacted by a variety of factors, as discussed in Part I, Item 1A of this Form 10-K under the heading \u201cRisk Factors.\u201d As a result, the Company believes, in general, gross margins will be subject to volatility and downward pressure."}
-{"_id": "AAPL20230329", "title": "AAPL Operating Expenses", "text": "Operating expenses for 2023, 2022 and 2021 were as follows (dollars in millions): ####2023####Change######2022####Change######2021## Research and development##$##29,915####14##%##$##26,251####20##%##$##21,914## Percentage of total net sales####8##%########7##%########6##% Selling, general and administrative##$##24,932####(1)##%##$##25,094####14##%##$##21,973## Percentage of total net sales####7##%########6##%########6##% Total operating expenses##$##54,847####7##%##$##51,345####17##%##$##43,887## Percentage of total net sales####14##%########13##%########12##%"}
-{"_id": "AAPL20230331", "title": "AAPL Research and Development", "text": "The year-over-year growth in R&D expense in 2023 was driven primarily by increases in headcount-related expenses."}
-{"_id": "AAPL20230333", "title": "AAPL Selling, General and Administrative", "text": "Selling, general and administrative expense was relatively flat in 2023 compared to 2022."}
-{"_id": "AAPL20230340", "title": "AAPL Provision for Income Taxes", "text": "Provision for income taxes, effective tax rate and statutory federal income tax rate for 2023, 2022 and 2021 were as follows (dollars in millions): ####2023######2022######2021## Provision for income taxes##$##16,741####$##19,300####$##14,527## Effective tax rate####14.7##%####16.2##%####13.3##% Statutory federal income tax rate####21##%####21##%####21##%"}
-{"_id": "AAPL20230341", "title": "AAPL Provision for Income Taxes", "text": "The Company\u2019s effective tax rate for 2023 and 2022 was lower than the statutory federal income tax rate due primarily to a lower effective tax rate on foreign earnings, the impact of the U.S. federal R&D credit, and tax benefits from share-based compensation, partially offset by state income taxes."}
-{"_id": "AAPL20230342", "title": "AAPL Provision for Income Taxes", "text": "The Company\u2019s effective tax rate for 2023 was lower compared to 2022 due primarily to a lower effective tax rate on foreign earnings and the impact of U.S. foreign tax credit regulations issued by the U.S. Department of the Treasury in 2022, partially offset by lower tax benefits from share-based compensation."}
-{"_id": "AAPL20230344", "title": "AAPL Liquidity and Capital Resources", "text": "The Company believes its balances of cash, cash equivalents and unrestricted marketable securities, which totaled $148.3 billion as of September 30, 2023, along with cash generated by ongoing operations and continued access to debt markets, will be sufficient to satisfy its cash requirements and capital return program over the next 12 months and beyond."}
-{"_id": "AAPL20230346", "title": "AAPL Liquidity and Capital Resources", "text": "The Company\u2019s material cash requirements include the following contractual obligations: Debt"}
-{"_id": "AAPL20230347", "title": "AAPL Liquidity and Capital Resources", "text": "As of September 30, 2023, the Company had outstanding fixed-rate notes with varying maturities for an aggregate principal amount of $106.6 billion (collectively the \u201cNotes\u201d), with $9.9 billion payable within 12 months. Future interest payments associated with the Notes total $41.1 billion, with $2.9 billion payable within 12 months."}
-{"_id": "AAPL20230348", "title": "AAPL Liquidity and Capital Resources", "text": "The Company also issues unsecured short-term promissory notes pursuant to a commercial paper program. As of September 30, 2023, the Company had $6.0 billion of commercial paper outstanding, all of which was payable within 12 months."}
-{"_id": "AAPL20230350", "title": "AAPL Leases", "text": "The Company has lease arrangements for certain equipment and facilities, including corporate, data center, manufacturing and retail space. As of September 30, 2023, the Company had fixed lease payment obligations of $15.8 billion, with $2.0 billion payable within 12 months."}
-{"_id": "AAPL20230352", "title": "AAPL Manufacturing Purchase Obligations", "text": "The Company utilizes several outsourcing partners to manufacture subassemblies for the Company\u2019s products and to perform final assembly and testing of finished products. The Company also obtains individual components for its products from a wide variety of individual suppliers. As of September 30, 2023, the Company had manufacturing purchase obligations of $53.1 billion, with $52.9 billion payable within 12 months. The Company\u2019s manufacturing purchase obligations are primarily noncancelable."}
-{"_id": "AAPL20230354", "title": "AAPL Other Purchase Obligations", "text": "The Company\u2019s other purchase obligations primarily consist of noncancelable obligations to acquire capital assets, including assets related to product manufacturing, and noncancelable obligations related to supplier arrangements, licensed intellectual property and content, and distribution rights. As of September 30, 2023, the Company had other purchase obligations of $21.9 billion, with $5.6 billion payable within 12 months."}
-{"_id": "AAPL20230356", "title": "AAPL Deemed Repatriation Tax Payable", "text": "As of September 30, 2023, the balance of the deemed repatriation tax payable imposed by the U.S. Tax Cuts and Jobs Act of 2017 (the \u201cAct\u201d) was $22.0 billion, with $6.5 billion expected to be paid within 12 months."}
-{"_id": "AAPL20230359", "title": "AAPL Capital Return Program", "text": "In addition to its contractual cash requirements, the Company has an authorized share repurchase program. The program does not obligate the Company to acquire a minimum amount of shares. As of September 30, 2023, the Company\u2019s quarterly cash dividend was $0.24 per share. The Company intends to increase its dividend on an annual basis, subject to declaration by the Board of Directors."}
-{"_id": "AAPL20230361", "title": "AAPL Critical Accounting Estimates", "text": "The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (\u201cGAAP\u201d) and the Company\u2019s discussion and analysis of its financial condition and operating results require the Company\u2019s management to make judgments, assumptions and estimates that affect the amounts reported. Note 1, \u201cSummary of Significant Accounting Policies\u201d of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K describes the significant accounting policies and methods used in the preparation of the Company\u2019s consolidated financial statements. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities."}
-{"_id": "AAPL20230363", "title": "AAPL Uncertain Tax Positions", "text": "The Company is subject to income taxes in the U.S. and numerous foreign jurisdictions. The evaluation of the Company\u2019s uncertain tax positions involves significant judgment in the interpretation and application of GAAP and complex domestic and international tax laws, including the Act and matters related to the allocation of international taxation rights between countries. Although management believes the Company\u2019s reserves are reasonable, no assurance can be given that the final outcome of these uncertainties will not be different from that which is reflected in the Company\u2019s reserves. Reserves are adjusted considering changing facts and circumstances, such as the closing of a tax examination. Resolution of these uncertainties in a manner inconsistent with management\u2019s expectations could have a material impact on the Company\u2019s financial condition and operating results."}
-{"_id": "AAPL20230365", "title": "AAPL Legal and Other Contingencies", "text": "The Company is subject to various legal proceedings and claims that arise in the ordinary course of business, the outcomes of which are inherently uncertain. The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable, the determination of which requires significant judgment. Resolution of legal matters in a manner inconsistent with management\u2019s expectations could have a material impact on the Company\u2019s financial condition and operating results."}
-{"_id": "AAPL20230368", "title": "AAPL Quantitative and Qualitative Disclosures About Market Risk", "text": "The Company is exposed to economic risk from interest rates and foreign exchange rates. The Company uses various strategies to manage these risks; however, they may still impact the Company\u2019s consolidated financial statements."}
-{"_id": "AAPL20230370", "title": "AAPL Interest Rate Risk", "text": "The Company is primarily exposed to fluctuations in U.S. interest rates and their impact on the Company\u2019s investment portfolio and term debt. Increases in interest rates will negatively affect the fair value of the Company\u2019s investment portfolio and increase the interest expense on the Company\u2019s term debt. To protect against interest rate risk, the Company may use derivative instruments, offset interest rate\u2013sensitive assets and liabilities, or control duration of the investment and term debt portfolios."}
-{"_id": "AAPL20230374", "title": "AAPL Interest Rate Risk", "text": "The following table sets forth potential impacts on the Company\u2019s investment portfolio and term debt, including the effects of any associated derivatives, that would result from a hypothetical increase in relevant interest rates as of September 30, 2023 and September 24, 2022 (dollars in millions): Interest Rate Sensitive Instrument##Hypothetical Interest Rate Increase##Potential Impact####2023####2022 Investment portfolio##100 basis points, all tenors##Decline in fair value##$##3,089##$##4,022 Term debt##100 basis points, all tenors##Increase in annual interest expense##$##194##$##201"}
-{"_id": "AAPL20230376", "title": "AAPL Foreign Exchange Rate Risk", "text": "The Company\u2019s exposure to foreign exchange rate risk relates primarily to the Company being a net receiver of currencies other than the U.S. dollar. Changes in exchange rates, and in particular a strengthening of the U.S. dollar, will negatively affect the Company\u2019s net sales and gross margins as expressed in U.S. dollars. Fluctuations in exchange rates may also affect the fair values of certain of the Company\u2019s assets and liabilities. To protect against foreign exchange rate risk, the Company may use derivative instruments, offset exposures, or adjust local currency pricing of its products and services. However, the Company may choose to not hedge certain foreign currency exposures for a variety of reasons, including accounting considerations or prohibitive cost."}
-{"_id": "AAPL20230377", "title": "AAPL Foreign Exchange Rate Risk", "text": "The Company applied a value-at-risk (\u201cVAR\u201d) model to its foreign currency derivative positions to assess the potential impact of fluctuations in exchange rates. The VAR model used a Monte Carlo simulation. The VAR is the maximum expected loss in fair value, for a given confidence interval, to the Company\u2019s foreign currency derivative positions due to adverse movements in rates. Based on the results of the model, the Company estimates, with 95% confidence, a maximum one-day loss in fair value of $669 million and $1.0 billion as of September 30, 2023 and September 24, 2022, respectively. Changes in the Company\u2019s underlying foreign currency exposures, which were excluded from the assessment, generally offset changes in the fair values of the Company\u2019s foreign currency derivatives."}
-{"_id": "AAPL20230385", "title": "AAPL Financial Statements and Supplementary Data", "text": " Index to Consolidated Financial Statements##Page Consolidated Statements of Operations for the years ended September 30, 2023, September 24, 2022 and September 25, 2021##28 Consolidated Statements of Comprehensive Income for the years ended September 30, 2023, September 24, 2022 and September 25, 2021##29 Consolidated Balance Sheets as of September 30, 2023 and September 24, 2022##30 Consolidated Statements of Shareholders\u2019 Equity for the years ended September 30, 2023, September 24, 2022 and September 25, 2021##31 Consolidated Statements of Cash Flows for the years ended September 30, 2023, September 24, 2022 and September 25, 2021##32"}
-{"_id": "AAPL20230387", "title": "AAPL Notes to Consolidated Financial Statements##33", "text": " Reports of Independent Registered Public Accounting Firm##49"}
-{"_id": "AAPL20230388", "title": "AAPL Notes to Consolidated Financial Statements##33", "text": "All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and accompanying notes."}
-{"_id": "AAPL20230390", "title": "AAPL Apple Inc. | 2023 Form 10-K | 27", "text": "Apple Inc."}
-{"_id": "AAPL20230418", "title": "AAPL CONSOLIDATED STATEMENTS OF OPERATIONS", "text": "(In millions, except number of shares, which are reflected in thousands, and per-share amounts) ########Years ended#### ####September 30, 2023####September 24, 2022####September 25, 2021 Net sales:############ Products##$##298,085##$##316,199##$##297,392 Services####85,200####78,129####68,425 Total net sales####383,285####394,328####365,817 Cost of sales:############ Products####189,282####201,471####192,266 Services####24,855####22,075####20,715 Total cost of sales####214,137####223,546####212,981 Gross margin####169,148####170,782####152,836 Operating expenses:############ Research and development####29,915####26,251####21,914 Selling, general and administrative####24,932####25,094####21,973 Total operating expenses####54,847####51,345####43,887 Operating income####114,301####119,437####108,949 Other income/(expense), net####(565)####(334)####258 Income before provision for income taxes####113,736####119,103####109,207 Provision for income taxes####16,741####19,300####14,527 Net income##$##96,995##$##99,803##$##94,680 Earnings per share:############ Basic##$##6.16##$##6.15##$##5.67 Diluted##$##6.13##$##6.11##$##5.61 Shares used in computing earnings per share:############ Basic####15,744,231####16,215,963####16,701,272 Diluted####15,812,547####16,325,819####16,864,919"}
-{"_id": "AAPL20230419", "title": "AAPL CONSOLIDATED STATEMENTS OF OPERATIONS", "text": "See accompanying Notes to Consolidated Financial Statements."}
-{"_id": "AAPL20230421", "title": "AAPL Apple Inc. | 2023 Form 10-K | 28", "text": "Apple Inc."}
-{"_id": "AAPL20230438", "title": "AAPL CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In millions)", "text": " ########Years ended#### ####September 30, 2023####September 24, 2022####September 25, 2021 Net income##$##96,995##$##99,803##$##94,680 Other comprehensive income/(loss):############ Change in foreign currency translation, net of tax####(765)####(1,511)####501 Change in unrealized gains/losses on derivative instruments, net of tax:############ Change in fair value of derivative instruments####323####3,212####32 Adjustment for net (gains)/losses realized and included in net income####(1,717)####(1,074)####1,003 Total change in unrealized gains/losses on derivative instruments####(1,394)####2,138####1,035 Change in unrealized gains/losses on marketable debt securities, net of tax:############ Change in fair value of marketable debt securities####1,563####(12,104)####(694) Adjustment for net (gains)/losses realized and included in net income####253####205####(273) Total change in unrealized gains/losses on marketable debt securities####1,816####(11,899)####(967) Total other comprehensive income/(loss)####(343)####(11,272)####569 Total comprehensive income##$##96,652##$##88,531##$##95,249"}
-{"_id": "AAPL20230439", "title": "AAPL CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In millions)", "text": "See accompanying Notes to Consolidated Financial Statements."}
-{"_id": "AAPL20230441", "title": "AAPL Apple Inc. | 2023 Form 10-K | 29", "text": "Apple Inc."}
-{"_id": "AAPL20230479", "title": "AAPL CONSOLIDATED BALANCE SHEETS", "text": "(In millions, except number of shares, which are reflected in thousands, and par value) ####September 30, 2023######September 24, 2022 ######ASSETS:#### Current assets:########## Cash and cash equivalents##$##29,965####$##23,646 Marketable securities####31,590######24,658 Accounts receivable, net####29,508######28,184 Vendor non-trade receivables####31,477######32,748 Inventories####6,331######4,946 Other current assets####14,695######21,223 Total current assets####143,566######135,405 Non-current assets:########## Marketable securities####100,544######120,805 Property, plant and equipment, net####43,715######42,117 Other non-current assets####64,758######54,428 Total non-current assets####209,017######217,350 Total assets##$##352,583####$##352,755 ######LIABILITIES AND SHAREHOLDERS\u2019 EQUITY:#### Current liabilities:########## Accounts payable##$##62,611####$##64,115 Other current liabilities####58,829######60,845 Deferred revenue####8,061######7,912 Commercial paper####5,985######9,982 Term debt####9,822######11,128 Total current liabilities####145,308######153,982 Non-current liabilities:########## Term debt####95,281######98,959 Other non-current liabilities####49,848######49,142 Total non-current liabilities####145,129######148,101 Total liabilities####290,437######302,083 Commitments and contingencies########## Shareholders\u2019 equity:########## Common stock and additional paid-in capital, $0.00001 par value: 50,400,000 shares authorized; 15,550,061 and 15,943,425 shares issued and outstanding, respectively####73,812######64,849 Accumulated deficit####(214)######(3,068) Accumulated other comprehensive loss####(11,452)######(11,109) Total shareholders\u2019 equity####62,146######50,672 Total liabilities and shareholders\u2019 equity##$##352,583####$##352,755"}
-{"_id": "AAPL20230480", "title": "AAPL CONSOLIDATED BALANCE SHEETS", "text": "See accompanying Notes to Consolidated Financial Statements."}
-{"_id": "AAPL20230482", "title": "AAPL Apple Inc. | 2023 Form 10-K | 30", "text": "Apple Inc."}
-{"_id": "AAPL20230506", "title": "AAPL CONSOLIDATED STATEMENTS OF SHAREHOLDERS\u2019 EQUITY (In millions, except per-share amounts)", "text": " ########Years ended#### ####September 30, 2023####September 24, 2022####September 25, 2021 Total shareholders\u2019 equity, beginning balances##$##50,672##$##63,090##$##65,339 Common stock and additional paid-in capital:############ Beginning balances####64,849####57,365####50,779 Common stock issued####1,346####1,175####1,105 Common stock withheld related to net share settlement of equity awards####(3,521)####(2,971)####(2,627) Share-based compensation####11,138####9,280####8,108 Ending balances####73,812####64,849####57,365 Retained earnings/(Accumulated deficit):############ Beginning balances####(3,068)####5,562####14,966 Net income####96,995####99,803####94,680 Dividends and dividend equivalents declared####(14,996)####(14,793)####(14,431) Common stock withheld related to net share settlement of equity awards####(2,099)####(3,454)####(4,151) Common stock repurchased####(77,046)####(90,186)####(85,502) Ending balances####(214)####(3,068)####5,562 Accumulated other comprehensive income/(loss):############ Beginning balances####(11,109)####163####(406) Other comprehensive income/(loss)####(343)####(11,272)####569 Ending balances####(11,452)####(11,109)####163 Total shareholders\u2019 equity, ending balances##$##62,146##$##50,672##$##63,090 Dividends and dividend equivalents declared per share or RSU##$##0.94##$##0.90##$##0.85"}
-{"_id": "AAPL20230507", "title": "AAPL CONSOLIDATED STATEMENTS OF SHAREHOLDERS\u2019 EQUITY (In millions, except per-share amounts)", "text": "See accompanying Notes to Consolidated Financial Statements."}
-{"_id": "AAPL20230509", "title": "AAPL Apple Inc. | 2023 Form 10-K | 31", "text": "Apple Inc."}
-{"_id": "AAPL20230549", "title": "AAPL CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions)", "text": " ########Years ended#### ####September 30, 2023####September 24, 2022####September 25, 2021 Cash, cash equivalents and restricted cash, beginning balances##$##24,977##$##35,929##$##39,789 Operating activities:############ Net income####96,995####99,803####94,680 Adjustments to reconcile net income to cash generated by operating activities:############ Depreciation and amortization####11,519####11,104####11,284 Share-based compensation expense####10,833####9,038####7,906 Other####(2,227)####1,006####(4,921) Changes in operating assets and liabilities:############ Accounts receivable, net####(1,688)####(1,823)####(10,125) Vendor non-trade receivables####1,271####(7,520)####(3,903) Inventories####(1,618)####1,484####(2,642) Other current and non-current assets####(5,684)####(6,499)####(8,042) Accounts payable####(1,889)####9,448####12,326 Other current and non-current liabilities####3,031####6,110####7,475 Cash generated by operating activities####110,543####122,151####104,038 Investing activities:############ Purchases of marketable securities####(29,513)####(76,923)####(109,558) Proceeds from maturities of marketable securities####39,686####29,917####59,023 Proceeds from sales of marketable securities####5,828####37,446####47,460 Payments for acquisition of property, plant and equipment####(10,959)####(10,708)####(11,085) Other####(1,337)####(2,086)####(385) Cash generated by/(used in) investing activities####3,705####(22,354)####(14,545) Financing activities:############ Payments for taxes related to net share settlement of equity awards####(5,431)####(6,223)####(6,556) Payments for dividends and dividend equivalents####(15,025)####(14,841)####(14,467) Repurchases of common stock####(77,550)####(89,402)####(85,971) Proceeds from issuance of term debt, net####5,228####5,465####20,393 Repayments of term debt####(11,151)####(9,543)####(8,750) Proceeds from/(Repayments of) commercial paper, net####(3,978)####3,955####1,022 Other####(581)####(160)####976 Cash used in financing activities####(108,488)####(110,749)####(93,353) Increase/(Decrease) in cash, cash equivalents and restricted cash####5,760####(10,952)####(3,860) Cash, cash equivalents and restricted cash, ending balances##$##30,737##$##24,977##$##35,929 Supplemental cash flow disclosure:############ Cash paid for income taxes, net##$##18,679##$##19,573##$##25,385 Cash paid for interest##$##3,803##$##2,865##$##2,687"}
-{"_id": "AAPL20230550", "title": "AAPL CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions)", "text": "See accompanying Notes to Consolidated Financial Statements."}
-{"_id": "AAPL20230552", "title": "AAPL Apple Inc. | 2023 Form 10-K | 32", "text": "Apple Inc."}
-{"_id": "AAPL20230556", "title": "AAPL Basis of Presentation and Preparation", "text": "The consolidated financial statements include the accounts of Apple Inc. and its wholly owned subsidiaries. The preparation of these consolidated financial statements and accompanying notes in conformity with GAAP requires the use of management estimates. Certain prior period amounts in the consolidated financial statements and accompanying notes have been reclassified to conform to the current period\u2019s presentation."}
-{"_id": "AAPL20230557", "title": "AAPL Basis of Presentation and Preparation", "text": "The Company\u2019s fiscal year is the 52- or 53-week period that ends on the last Saturday of September. An additional week is included in the first fiscal quarter every five or six years to realign the Company\u2019s fiscal quarters with calendar quarters, which occurred in the first fiscal quarter of 2023. The Company\u2019s fiscal year 2023 spanned 53 weeks, whereas fiscal years 2022 and 2021 spanned 52 weeks each. Unless otherwise stated, references to particular years, quarters, months and periods refer to the Company\u2019s fiscal years ended in September and the associated quarters, months and periods of those fiscal years."}
-{"_id": "AAPL20230559", "title": "AAPL Revenue", "text": "The Company records revenue net of taxes collected from customers that are remitted to governmental authorities."}
-{"_id": "AAPL20230561", "title": "AAPL Share-Based Compensation", "text": "The Company recognizes share-based compensation expense on a straight-line basis for its estimate of equity awards that will ultimately vest."}
-{"_id": "AAPL20230563", "title": "AAPL Cash Equivalents", "text": "All highly liquid investments with maturities of three months or less at the date of purchase are treated as cash equivalents."}
-{"_id": "AAPL20230565", "title": "AAPL Marketable Securities", "text": "The cost of securities sold is determined using the specific identification method."}
-{"_id": "AAPL20230567", "title": "AAPL Inventories", "text": "Inventories are measured using the first-in, first-out method."}
-{"_id": "AAPL20230569", "title": "AAPL Property, Plant and Equipment", "text": "Depreciation on property, plant and equipment is recognized on a straight-line basis."}
-{"_id": "AAPL20230571", "title": "AAPL Derivative Instruments", "text": "The Company presents derivative assets and liabilities at their gross fair values in the Consolidated Balance Sheets."}
-{"_id": "AAPL20230573", "title": "AAPL Income Taxes", "text": "The Company records certain deferred tax assets and liabilities in connection with the minimum tax on certain foreign earnings created by the Act."}
-{"_id": "AAPL20230575", "title": "AAPL Leases", "text": "The Company combines and accounts for lease and nonlease components as a single lease component for leases of corporate, data center and retail facilities."}
-{"_id": "AAPL20230578", "title": "AAPL Note 2 \u2013 Revenue", "text": "The Company recognizes revenue at the amount to which it expects to be entitled when control of the products or services is transferred to its customers. Control is generally transferred when the Company has a present right to payment and title and the significant risks and rewards of ownership of products or services are transferred to its customers. For most of the Company\u2019s Products net sales, control transfers when products are shipped. For the Company\u2019s Services net sales, control transfers over time as services are delivered. Payment for Products and Services net sales is collected within a short period following transfer of control or commencement of delivery of services, as applicable."}
-{"_id": "AAPL20230579", "title": "AAPL Note 2 \u2013 Revenue", "text": "The Company records reductions to Products net sales related to future product returns, price protection and other customer incentive programs based on the Company\u2019s expectations and historical experience."}
-{"_id": "AAPL20230580", "title": "AAPL Note 2 \u2013 Revenue", "text": "For arrangements with multiple performance obligations, which represent promises within an arrangement that are distinct, the Company allocates revenue to all distinct performance obligations based on their relative stand-alone selling prices (\u201cSSPs\u201d). When available, the Company uses observable prices to determine SSPs. When observable prices are not available, SSPs are established that reflect the Company\u2019s best estimates of what the selling prices of the performance obligations would be if they were sold regularly on a stand-alone basis. The Company\u2019s process for estimating SSPs without observable prices considers multiple factors that may vary depending upon the unique facts and circumstances related to each performance obligation including, where applicable, prices charged by the Company for similar offerings, market trends in the pricing for similar offerings, product-specific business objectives and the estimated cost to provide the performance obligation."}
-{"_id": "AAPL20230581", "title": "AAPL Note 2 \u2013 Revenue", "text": "The Company has identified up to three performance obligations regularly included in arrangements involving the sale of iPhone, Mac, iPad and certain other products. The first performance obligation, which represents the substantial portion of the allocated sales price, is the hardware and bundled software delivered at the time of sale. The second performance obligation is the right to receive certain product-related bundled services, which include iCloud\u00ae, Siri\u00ae and Maps. The third performance obligation is the right to receive, on a when-and-if-available basis, future unspecified software upgrades relating to the software bundled with each device. The Company allocates revenue and any related discounts to these performance obligations based on their relative SSPs. Because the Company lacks observable prices for the undelivered performance obligations, the allocation of revenue is based on the Company\u2019s estimated SSPs. Revenue allocated to the delivered hardware and bundled software is recognized when control has transferred to the customer, which generally occurs when the product is shipped. Revenue allocated to the product-related bundled services and unspecified software upgrade rights is deferred and recognized on a straight-line basis over the estimated period they are expected to be provided."}
-{"_id": "AAPL20230582", "title": "AAPL Note 2 \u2013 Revenue", "text": "For certain long-term service arrangements, the Company has performance obligations for services it has not yet delivered. For these arrangements, the Company does not have a right to bill for the undelivered services. The Company has determined that any unbilled consideration relates entirely to the value of the undelivered services. Accordingly, the Company has not recognized revenue, and does not disclose amounts, related to these undelivered services."}
-{"_id": "AAPL20230583", "title": "AAPL Note 2 \u2013 Revenue", "text": "For the sale of third-party products where the Company obtains control of the product before transferring it to the customer, the Company recognizes revenue based on the gross amount billed to customers. The Company considers multiple factors when determining whether it obtains control of third-party products, including evaluating if it can establish the price of the product, retains inventory risk for tangible products or has the responsibility for ensuring acceptability of the product. For third-party applications sold through the App Store, the Company does not obtain control of the product before transferring it to the customer. Therefore, the Company accounts for all third-party application\u2013related sales on a net basis by recognizing in Services net sales only the commission it retains."}
-{"_id": "AAPL20230592", "title": "AAPL Apple Inc. | 2023 Form 10-K | 34", "text": "Net sales disaggregated by significant products and services for 2023, 2022 and 2021 were as follows (in millions): ####2023####2022####2021 iPhone (1)##$##200,583##$##205,489##$##191,973 Mac (1)####29,357####40,177####35,190 iPad (1)####28,300####29,292####31,862 Wearables, Home and Accessories (1)####39,845####41,241####38,367 Services (2)####85,200####78,129####68,425 Total net sales##$##383,285##$##394,328##$##365,817"}
-{"_id": "AAPL20230593", "title": "AAPL Apple Inc. | 2023 Form 10-K | 34", "text": "(1)Products net sales include amortization of the deferred value of unspecified software upgrade rights, which are bundled in the sales price of the respective product."}
-{"_id": "AAPL20230594", "title": "AAPL Apple Inc. | 2023 Form 10-K | 34", "text": "(2)Services net sales include amortization of the deferred value of services bundled in the sales price of certain products."}
-{"_id": "AAPL20230595", "title": "AAPL Apple Inc. | 2023 Form 10-K | 34", "text": "Total net sales include $8.2 billion of revenue recognized in 2023 that was included in deferred revenue as of September 24, 2022, $7.5 billion of revenue recognized in 2022 that was included in deferred revenue as of September 25, 2021, and $6.7 billion of revenue recognized in 2021 that was included in deferred revenue as of September 26, 2020."}
-{"_id": "AAPL20230596", "title": "AAPL Apple Inc. | 2023 Form 10-K | 34", "text": "The Company\u2019s proportion of net sales by disaggregated revenue source was generally consistent for each reportable segment in Note 13, \u201cSegment Information and Geographic Data\u201d for 2023, 2022 and 2021, except in Greater China, where iPhone revenue represented a moderately higher proportion of net sales."}
-{"_id": "AAPL20230597", "title": "AAPL Apple Inc. | 2023 Form 10-K | 34", "text": "As of September 30, 2023 and September 24, 2022, the Company had total deferred revenue of $12.1 billion and $12.4 billion, respectively. As of September 30, 2023, the Company expects 67% of total deferred revenue to be realized in less than a year, 25% within one-to-two years, 7% within two-to-three years and 1% in greater than three years."}
-{"_id": "AAPL20230608", "title": "AAPL Note 3 \u2013 Earnings Per Share", "text": "The following table shows the computation of basic and diluted earnings per share for 2023, 2022 and 2021 (net income in millions and shares in thousands): ####2023####2022####2021 Numerator:############ Net income##$##96,995##$##99,803##$##94,680 Denominator:############ Weighted-average basic shares outstanding####15,744,231####16,215,963####16,701,272 Effect of dilutive share-based awards####68,316####109,856####163,647 Weighted-average diluted shares####15,812,547####16,325,819####16,864,919 Basic earnings per share##$##6.16##$##6.15##$##5.67 Diluted earnings per share##$##6.13##$##6.11##$##5.61"}
-{"_id": "AAPL20230609", "title": "AAPL Note 3 \u2013 Earnings Per Share", "text": "Approximately 24 million restricted stock units (\u201cRSUs\u201d) were excluded from the computation of diluted earnings per share for 2023 because their effect would have been antidilutive."}
-{"_id": "AAPL20230649", "title": "AAPL Cash, Cash Equivalents and Marketable Securities", "text": "The following tables show the Company\u2019s cash, cash equivalents and marketable securities by significant investment category as of September 30, 2023 and September 24, 2022 (in millions): ################2023############ ####Adjusted Cost####Unrealized Gains####Unrealized Losses####Fair Value####Cash and Cash Equivalents####Current Marketable Securities####Non-Current Marketable Securities Cash##$##28,359##$##\u2014##$##\u2014##$##28,359##$##28,359##$##\u2014##$##\u2014 Level 1:############################ Money market funds####481####\u2014####\u2014####481####481####\u2014####\u2014 Mutual funds and equity securities####442####12####(26)####428####\u2014####428####\u2014 Subtotal####923####12####(26)####909####481####428####\u2014 Level 2 (1):############################ U.S. Treasury securities####19,406####\u2014####(1,292)####18,114####35####5,468####12,611 U.S. agency securities####5,736####\u2014####(600)####5,136####36####271####4,829 Non-U.S. government securities####17,533####6####(1,048)####16,491####\u2014####11,332####5,159 Certificates of deposit and time deposits####1,354####\u2014####\u2014####1,354####1,034####320####\u2014 Commercial paper####608####\u2014####\u2014####608####\u2014####608####\u2014 Corporate debt securities####76,840####6####(5,956)####70,890####20####12,627####58,243 Municipal securities####628####\u2014####(26)####602####\u2014####192####410 Mortgage- and asset-backed securities####22,365####6####(2,735)####19,636####\u2014####344####19,292 Subtotal####144,470####18####(11,657)####132,831####1,125####31,162####100,544 Total (2)##$##173,752##$##30##$##(11,683)##$##162,099##$##29,965##$##31,590##$##100,544 ################2022############ ####Adjusted Cost####Unrealized Gains####Unrealized Losses####Fair Value####Cash and Cash Equivalents####Current Marketable Securities####Non-Current Marketable Securities Cash##$##18,546##$##\u2014##$##\u2014##$##18,546##$##18,546##$##\u2014##$##\u2014 Level 1:############################ Money market funds####2,929####\u2014####\u2014####2,929####2,929####\u2014####\u2014 Mutual funds####274####\u2014####(47)####227####\u2014####227####\u2014 Subtotal####3,203####\u2014####(47)####3,156####2,929####227####\u2014 Level 2 (1):############################ U.S. Treasury securities####25,134####\u2014####(1,725)####23,409####338####5,091####17,980 U.S. agency securities####5,823####\u2014####(655)####5,168####\u2014####240####4,928 Non-U.S. government securities####16,948####2####(1,201)####15,749####\u2014####8,806####6,943 Certificates of deposit and time deposits####2,067####\u2014####\u2014####2,067####1,805####262####\u2014 Commercial paper####718####\u2014####\u2014####718####28####690####\u2014 Corporate debt securities####87,148####9####(7,707)####79,450####\u2014####9,023####70,427 Municipal securities####921####\u2014####(35)####886####\u2014####266####620 Mortgage- and asset-backed securities####22,553####\u2014####(2,593)####19,960####\u2014####53####19,907 Subtotal####161,312####11####(13,916)####147,407####2,171####24,431####120,805 Total (2)##$##183,061##$##11##$##(13,963)##$##169,109##$##23,646##$##24,658##$##120,805"}
-{"_id": "AAPL20230650", "title": "AAPL Cash, Cash Equivalents and Marketable Securities", "text": "(1)The valuation techniques used to measure the fair values of the Company\u2019s Level 2 financial instruments, which generally have counterparties with high credit ratings, are based on quoted market prices or model-driven valuations using significant inputs derived from or corroborated by observable market data."}
-{"_id": "AAPL20230651", "title": "AAPL Cash, Cash Equivalents and Marketable Securities", "text": "(2)As of September 30, 2023 and September 24, 2022, total marketable securities included $13.8 billion and $12.7 billion, respectively, that were restricted from general use, related to the State Aid Decision (refer to Note 7, \u201cIncome Taxes\u201d) and other agreements."}
-{"_id": "AAPL20230657", "title": "AAPL Apple Inc. | 2023 Form 10-K | 36", "text": "The following table shows the fair value of the Company\u2019s non-current marketable debt securities, by contractual maturity, as of September 30, 2023 (in millions): Due after 1 year through 5 years##$##74,427 Due after 5 years through 10 years####9,964 Due after 10 years####16,153 Total fair value##$##100,544"}
-{"_id": "AAPL20230658", "title": "AAPL Apple Inc. | 2023 Form 10-K | 36", "text": "The Company\u2019s investments in marketable debt securities have been classified and accounted for as available-for-sale. The Company classifies marketable debt securities as either current or non-current based solely on each instrument\u2019s underlying contractual maturity date."}
-{"_id": "AAPL20230660", "title": "AAPL Derivative Instruments and Hedging", "text": "The Company may use derivative instruments to partially offset its business exposure to foreign exchange and interest rate risk. However, the Company may choose not to hedge certain exposures for a variety of reasons including accounting considerations or the prohibitive economic cost of hedging particular exposures. There can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in foreign exchange or interest rates."}
-{"_id": "AAPL20230661", "title": "AAPL Derivative Instruments and Hedging", "text": "The Company classifies cash flows related to derivative instruments in the same section of the Consolidated Statements of Cash Flows as the items being hedged, which are generally classified as operating activities."}
-{"_id": "AAPL20230663", "title": "AAPL Foreign Exchange Rate Risk", "text": "To protect gross margins from fluctuations in foreign exchange rates, the Company may use forwards, options or other instruments, and may designate these instruments as cash flow hedges. The Company generally hedges portions of its forecasted foreign currency exposure associated with revenue and inventory purchases, typically for up to 12 months."}
-{"_id": "AAPL20230664", "title": "AAPL Foreign Exchange Rate Risk", "text": "To protect the Company\u2019s foreign currency\u2013denominated term debt or marketable securities from fluctuations in foreign exchange rates, the Company may use forwards, cross-currency swaps or other instruments. The Company designates these instruments as either cash flow or fair value hedges. As of September 30, 2023, the maximum length of time over which the Company is hedging its exposure to the variability in future cash flows for term debt\u2013related foreign currency transactions is 19 years."}
-{"_id": "AAPL20230665", "title": "AAPL Foreign Exchange Rate Risk", "text": "The Company may also use derivative instruments that are not designated as accounting hedges to protect gross margins from certain fluctuations in foreign exchange rates, as well as to offset a portion of the foreign currency gains and losses generated by the remeasurement of certain assets and liabilities denominated in non-functional currencies."}
-{"_id": "AAPL20230667", "title": "AAPL Interest Rate Risk", "text": "To protect the Company\u2019s term debt or marketable securities from fluctuations in interest rates, the Company may use interest rate swaps, options or other instruments. The Company designates these instruments as either cash flow or fair value hedges."}
-{"_id": "AAPL20230674", "title": "AAPL Interest Rate Risk", "text": "The notional amounts of the Company\u2019s outstanding derivative instruments as of September 30, 2023 and September 24, 2022 were as follows (in millions): ####2023####2022 Derivative instruments designated as accounting hedges:######## Foreign exchange contracts##$##74,730##$##102,670 Interest rate contracts##$##19,375##$##20,125 Derivative instruments not designated as accounting hedges:######## Foreign exchange contracts##$##104,777##$##185,381"}
-{"_id": "AAPL20230683", "title": "AAPL Apple Inc. | 2023 Form 10-K | 37", "text": "The gross fair values of the Company\u2019s derivative assets and liabilities as of September 24, 2022 were as follows (in millions): ########2022#### ####Fair Value of Derivatives Designated as Accounting Hedges####Fair Value of Derivatives Not Designated as Accounting Hedges####Total Fair Value Derivative assets (1):############ Foreign exchange contracts##$##4,317##$##2,819##$##7,136 Derivative liabilities (2):############ Foreign exchange contracts##$##2,205##$##2,547##$##4,752 Interest rate contracts##$##1,367##$##\u2014##$##1,367"}
-{"_id": "AAPL20230684", "title": "AAPL Apple Inc. | 2023 Form 10-K | 37", "text": "(1)Derivative assets are measured using Level 2 fair value inputs and are included in other current assets and other non-current assets in the Consolidated Balance Sheet."}
-{"_id": "AAPL20230685", "title": "AAPL Apple Inc. | 2023 Form 10-K | 37", "text": "(2)Derivative liabilities are measured using Level 2 fair value inputs and are included in other current liabilities and other non-current liabilities in the Consolidated Balance Sheet."}
-{"_id": "AAPL20230686", "title": "AAPL Apple Inc. | 2023 Form 10-K | 37", "text": "The derivative assets above represent the Company\u2019s gross credit exposure if all counterparties failed to perform. To mitigate credit risk, the Company generally uses collateral security arrangements that provide for collateral to be received or posted when the net fair values of certain derivatives fluctuate from contractually established thresholds. To further limit credit risk, the Company generally uses master netting arrangements with the respective counterparties to the Company\u2019s derivative contracts, under which the Company is allowed to settle transactions with a single net amount payable by one party to the other. As of September 24, 2022, the potential effects of these rights of set-off associated with the Company\u2019s derivative contracts, including the effects of collateral, would be a reduction to both derivative assets and derivative liabilities of $7.8 billion, resulting in a net derivative asset of $412 million."}
-{"_id": "AAPL20230691", "title": "AAPL Apple Inc. | 2023 Form 10-K | 37", "text": "The carrying amounts of the Company\u2019s hedged items in fair value hedges as of September 30, 2023 and September 24, 2022 were as follows (in millions): ####2023####2022 Hedged assets/(liabilities):######## Current and non-current marketable securities##$##14,433##$##13,378 Current and non-current term debt##$##(18,247)##$##(18,739)"}
-{"_id": "AAPL20230694", "title": "AAPL Trade Receivables", "text": "As of September 24, 2022, the Company had one customer that represented 10% or more of total trade receivables, which accounted for 10%. The Company\u2019s third-party cellular network carriers accounted for 41% and 44% of total trade receivables as of September 30, 2023 and September 24, 2022, respectively. The Company requires third-party credit support or collateral from certain customers to limit credit risk."}
-{"_id": "AAPL20230696", "title": "AAPL Vendor Non-Trade Receivables", "text": "The Company has non-trade receivables from certain of its manufacturing vendors resulting from the sale of components to these vendors who manufacture subassemblies or assemble final products for the Company. The Company purchases these components directly from suppliers. The Company does not reflect the sale of these components in products net sales. Rather, the Company recognizes any gain on these sales as a reduction of products cost of sales when the related final products are sold by the Company. As of September 30, 2023, the Company had two vendors that individually represented 10% or more of total vendor non-trade receivables, which accounted for 48% and 23%. As of September 24, 2022, the Company had two vendors that individually represented 10% or more of total vendor non-trade receivables, which accounted for 54% and 13%."}
-{"_id": "AAPL20230706", "title": "AAPL Note 5 \u2013 Property, Plant and Equipment", "text": "The following table shows the Company\u2019s gross property, plant and equipment by major asset class and accumulated depreciation as of September 30, 2023 and September 24, 2022 (in millions): ####2023####2022 Land and buildings##$##23,446##$##22,126 Machinery, equipment and internal-use software####78,314####81,060 Leasehold improvements####12,839####11,271 Gross property, plant and equipment####114,599####114,457 Accumulated depreciation####(70,884)####(72,340) Total property, plant and equipment, net##$##43,715##$##42,117"}
-{"_id": "AAPL20230707", "title": "AAPL Note 5 \u2013 Property, Plant and Equipment", "text": "Depreciation expense on property, plant and equipment was $8.5 billion, $8.7 billion and $9.5 billion during 2023, 2022 and 2021, respectively."}
-{"_id": "AAPL20230714", "title": "AAPL Note 6 \u2013 Consolidated Financial Statement Details", "text": "The following tables show the Company\u2019s consolidated financial statement details as of September 30, 2023 and September 24, 2022 (in millions): Other Non-Current Assets ####2023####2022 Deferred tax assets##$##17,852##$##15,375 Other non-current assets####46,906####39,053 Total other non-current assets##$##64,758##$##54,428"}
-{"_id": "AAPL20230719", "title": "AAPL Other Current Liabilities", "text": " ####2023####2022 Income taxes payable##$##8,819##$##6,552 Other current liabilities####50,010####54,293 Total other current liabilities##$##58,829##$##60,845"}
-{"_id": "AAPL20230724", "title": "AAPL Other Non-Current Liabilities", "text": " ####2023####2022 Long-term taxes payable##$##15,457##$##16,657 Other non-current liabilities####34,391####32,485 Total other non-current liabilities##$##49,848##$##49,142"}
-{"_id": "AAPL20230731", "title": "AAPL Other Income/(Expense), Net", "text": "The following table shows the detail of other income/(expense), net for 2023, 2022 and 2021 (in millions): ####2023####2022####2021 Interest and dividend income##$##3,750##$##2,825##$##2,843 Interest expense####(3,933)####(2,931)####(2,645) Other income/(expense), net####(382)####(228)####60 Total other income/(expense), net##$##(565)##$##(334)##$##258"}
-{"_id": "AAPL20230749", "title": "AAPL Provision for Income Taxes and Effective Tax Rate", "text": "The provision for income taxes for 2023, 2022 and 2021, consisted of the following (in millions): ####2023####2022####2021 Federal:############ Current##$##9,445##$##7,890##$##8,257 Deferred####(3,644)####(2,265)####(7,176) Total####5,801####5,625####1,081 State:############ Current####1,570####1,519####1,620 Deferred####(49)####84####(338) Total####1,521####1,603####1,282 Foreign:############ Current####8,750####8,996####9,424 Deferred####669####3,076####2,740 Total####9,419####12,072####12,164 Provision for income taxes##$##16,741##$##19,300##$##14,527"}
-{"_id": "AAPL20230750", "title": "AAPL Provision for Income Taxes and Effective Tax Rate", "text": "The foreign provision for income taxes is based on foreign pretax earnings of $72.9 billion, $71.3 billion and $68.7 billion in 2023, 2022 and 2021, respectively."}
-{"_id": "AAPL20230761", "title": "AAPL Provision for Income Taxes and Effective Tax Rate", "text": "A reconciliation of the provision for income taxes to the amount computed by applying the statutory federal income tax rate (21% in 2023, 2022 and 2021) to income before provision for income taxes for 2023, 2022 and 2021, is as follows (dollars in millions): ####2023######2022######2021## Computed expected tax##$##23,885####$##25,012####$##22,933## State taxes, net of federal effect####1,124######1,518######1,151## Earnings of foreign subsidiaries####(5,744)######(4,366)######(4,715)## Research and development credit, net####(1,212)######(1,153)######(1,033)## Excess tax benefits from equity awards####(1,120)######(1,871)######(2,137)## Foreign-derived intangible income deduction####\u2014######(296)######(1,372)## Other####(192)######456######(300)## Provision for income taxes##$##16,741####$##19,300####$##14,527## Effective tax rate####14.7##%####16.2##%####13.3##%"}
-{"_id": "AAPL20230784", "title": "AAPL Deferred Tax Assets and Liabilities", "text": "As of September 30, 2023 and September 24, 2022, the significant components of the Company\u2019s deferred tax assets and liabilities were (in millions): ####2023####2022 Deferred tax assets:######## Tax credit carryforwards##$##8,302##$##6,962 Accrued liabilities and other reserves####6,365####6,515 Capitalized research and development####6,294####1,267 Deferred revenue####4,571####5,742 Unrealized losses####2,447####2,913 Lease liabilities####2,421####2,400 Other####2,343####3,407 Total deferred tax assets####32,743####29,206 Less: Valuation allowance####(8,374)####(7,530) Total deferred tax assets, net####24,369####21,676 Deferred tax liabilities:######## Right-of-use assets####2,179####2,163 Depreciation####1,998####1,582 Minimum tax on foreign earnings####1,940####1,983 Unrealized gains####511####942 Other####490####469 Total deferred tax liabilities####7,118####7,139 Net deferred tax assets##$##17,251##$##14,537"}
-{"_id": "AAPL20230785", "title": "AAPL Deferred Tax Assets and Liabilities", "text": "As of September 30, 2023, the Company had $5.2 billion in foreign tax credit carryforwards in Ireland and $3.0 billion in California R&D credit carryforwards, both of which can be carried forward indefinitely. A valuation allowance has been recorded for the credit carryforwards and a portion of other temporary differences."}
-{"_id": "AAPL20230787", "title": "AAPL Uncertain Tax Positions", "text": "As of September 30, 2023, the total amount of gross unrecognized tax benefits was $19.5 billion, of which $9.5 billion, if recognized, would impact the Company\u2019s effective tax rate. As of September 24, 2022, the total amount of gross unrecognized tax benefits was $16.8 billion, of which $8.0 billion, if recognized, would have impacted the Company\u2019s effective tax rate."}
-{"_id": "AAPL20230796", "title": "AAPL Uncertain Tax Positions", "text": "The aggregate change in the balance of gross unrecognized tax benefits, which excludes interest and penalties, for 2023, 2022 and 2021, is as follows (in millions): ####2023####2022####2021 Beginning balances##$##16,758##$##15,477##$##16,475 Increases related to tax positions taken during a prior year####2,044####2,284####816 Decreases related to tax positions taken during a prior year####(1,463)####(1,982)####(1,402) Increases related to tax positions taken during the current year####2,628####1,936####1,607 Decreases related to settlements with taxing authorities####(19)####(28)####(1,838) Decreases related to expiration of the statute of limitations####(494)####(929)####(181) Ending balances##$##19,454##$##16,758##$##15,477"}
-{"_id": "AAPL20230797", "title": "AAPL Uncertain Tax Positions", "text": "The Company is subject to taxation and files income tax returns in the U.S. federal jurisdiction and many state and foreign jurisdictions. Tax years after 2017 for the U.S. federal jurisdiction, and after 2014 in certain major foreign jurisdictions, remain subject to examination. Although the timing of resolution or closure of examinations is not certain, the Company believes it is reasonably possible that its gross unrecognized tax benefits could decrease in the next 12 months by as much as $4.5 billion."}
-{"_id": "AAPL20230800", "title": "AAPL European Commission State Aid Decision", "text": "On August 30, 2016, the European Commission announced its decision that Ireland granted state aid to the Company by providing tax opinions in 1991 and 2007 concerning the tax allocation of profits of the Irish branches of two subsidiaries of the Company (the \u201cState Aid Decision\u201d). The State Aid Decision ordered Ireland to calculate and recover additional taxes from the Company for the period June 2003 through December 2014. Irish legislative changes, effective as of January 2015, eliminated the application of the tax opinions from that date forward. The recovery amount was calculated to be \u20ac13.1 billion, plus interest of \u20ac1.2 billion. The Company and Ireland appealed the State Aid Decision to the General Court of the Court of Justice of the European Union (the \u201cGeneral Court\u201d). On July 15, 2020, the General Court annulled the State Aid Decision. On September 25, 2020, the European Commission appealed the General Court\u2019s decision to the European Court of Justice (the \u201cECJ\u201d) and a hearing was held on May 23, 2023. A decision from the ECJ is expected in calendar year 2024. The Company believes it would be eligible to claim a U.S. foreign tax credit for a portion of any incremental Irish corporate income taxes potentially due related to the State Aid Decision."}
-{"_id": "AAPL20230801", "title": "AAPL European Commission State Aid Decision", "text": "On an annual basis, the Company may request approval from the Irish Minister for Finance to reduce the recovery amount for certain taxes paid to other countries. As of September 30, 2023, the adjusted recovery amount was \u20ac12.7 billion, excluding interest. The adjusted recovery amount plus interest is funded into escrow, where it will remain restricted from general use pending the conclusion of all legal proceedings. Refer to the Cash, Cash Equivalents and Marketable Securities section of Note 4, \u201cFinancial Instruments\u201d for more information."}
-{"_id": "AAPL20230803", "title": "AAPL Note 8 \u2013 Leases", "text": "The Company has lease arrangements for certain equipment and facilities, including corporate, data center, manufacturing and retail space. These leases typically have original terms not exceeding 10 years and generally contain multiyear renewal options, some of which are reasonably certain of exercise."}
-{"_id": "AAPL20230804", "title": "AAPL Note 8 \u2013 Leases", "text": "Payments under the Company\u2019s lease arrangements may be fixed or variable, and variable lease payments are primarily based on purchases of output of the underlying leased assets. Lease costs associated with fixed payments on the Company\u2019s operating leases were $2.0 billion, $1.9 billion and $1.7 billion for 2023, 2022 and 2021, respectively. Lease costs associated with variable payments on the Company\u2019s leases were $13.9 billion, $14.9 billion and $12.9 billion for 2023, 2022 and 2021, respectively."}
-{"_id": "AAPL20230805", "title": "AAPL Note 8 \u2013 Leases", "text": "The Company made $1.9 billion, $1.8 billion and $1.4 billion of fixed cash payments related to operating leases in 2023, 2022 and 2021, respectively. Noncash activities involving right-of-use (\u201cROU\u201d) assets obtained in exchange for lease liabilities were $2.1 billion, $2.8 billion and $3.3 billion for 2023, 2022 and 2021, respectively."}
-{"_id": "AAPL20230817", "title": "AAPL Note 8 \u2013 Leases", "text": "The following table shows ROU assets and lease liabilities, and the associated financial statement line items, as of September 30, 2023 and September 24, 2022 (in millions): Lease-Related Assets and Liabilities##Financial Statement Line Items####2023####2022 Right-of-use assets:########## Operating leases##Other non-current assets##$##10,661##$##10,417 Finance leases##Property, plant and equipment, net####1,015####952 Total right-of-use assets####$##11,676##$##11,369 Lease liabilities:########## Operating leases##Other current liabilities##$##1,410##$##1,534 ##Other non-current liabilities####10,408####9,936 Finance leases##Other current liabilities####165####129 ##Other non-current liabilities####859####812 Total lease liabilities####$##12,842##$##12,411"}
-{"_id": "AAPL20230829", "title": "AAPL Apple Inc. | 2023 Form 10-K | 42", "text": "Lease liability maturities as of September 30, 2023, are as follows (in millions): ####Operating Leases####Finance Leases####Total 2024##$##1,719##$##196##$##1,915 2025####1,875####151####2,026 2026####1,732####120####1,852 2027####1,351####52####1,403 2028####1,181####34####1,215 Thereafter####5,983####872####6,855 Total undiscounted liabilities####13,841####1,425####15,266 Less: Imputed interest####(2,023)####(401)####(2,424) Total lease liabilities##$##11,818##$##1,024##$##12,842"}
-{"_id": "AAPL20230830", "title": "AAPL Apple Inc. | 2023 Form 10-K | 42", "text": "The weighted-average remaining lease term related to the Company\u2019s lease liabilities as of September 30, 2023 and September 24, 2022 was 10.6 years and 10.1 years, respectively. The discount rate related to the Company\u2019s lease liabilities as of September 30, 2023 and September 24, 2022 was 3.0% and 2.3%, respectively. The discount rates related to the Company\u2019s lease liabilities are generally based on estimates of the Company\u2019s incremental borrowing rate, as the discount rates implicit in the Company\u2019s leases cannot be readily determined."}
-{"_id": "AAPL20230831", "title": "AAPL Apple Inc. | 2023 Form 10-K | 42", "text": "As of September 30, 2023, the Company had $544 million of future payments under additional leases, primarily for corporate facilities and retail space, that had not yet commenced. These leases will commence between 2024 and 2026, with lease terms ranging from 1 year to 21 years."}
-{"_id": "AAPL20230842", "title": "AAPL Commercial Paper", "text": "The Company issues unsecured short-term promissory notes pursuant to a commercial paper program. The Company uses net proceeds from the commercial paper program for general corporate purposes, including dividends and share repurchases. As of September 30, 2023 and September 24, 2022, the Company had $6.0 billion and $10.0 billion of commercial paper outstanding, respectively, with maturities generally less than nine months. The weighted-average interest rate of the Company\u2019s commercial paper was 5.28% and 2.31% as of September 30, 2023 and September 24, 2022, respectively. The following table provides a summary of cash flows associated with the issuance and maturities of commercial paper for 2023, 2022 and 2021 (in millions): ####2023####2022####2021 Maturities 90 days or less:############ Proceeds from/(Repayments of) commercial paper, net##$##(1,333)##$##5,264##$##(357) Maturities greater than 90 days:############ Proceeds from commercial paper####\u2014####5,948####7,946 Repayments of commercial paper####(2,645)####(7,257)####(6,567) Proceeds from/(Repayments of) commercial paper, net####(2,645)####(1,309)####1,379 Total proceeds from/(repayments of) commercial paper, net##$##(3,978)##$##3,955##$##1,022"}
-{"_id": "AAPL20230857", "title": "AAPL Term Debt", "text": "The Company has outstanding Notes, which are senior unsecured obligations with interest payable in arrears. The following table provides a summary of the Company\u2019s term debt as of September 30, 2023 and September 24, 2022: ##Maturities (calendar year)######2023########2022## ######Amount (in millions)####Effective Interest Rate####Amount (in millions)####Effective Interest Rate 2013 \u2013 2022 debt issuances:################## Fixed-rate 0.000% \u2013 4.650% notes##2024 \u2013 2062##$##101,322####0.03% \u2013 6.72%##$##111,824####0.03% \u2013 4.78% Third quarter 2023 debt issuance:################## Fixed-rate 4.000% \u2013 4.850% notes##2026 \u2013 2053####5,250####4.04% \u2013 4.88%####\u2014#### Total term debt principal######106,572########111,824#### Unamortized premium/(discount) and issuance costs, net######(356)########(374)#### Hedge accounting fair value adjustments######(1,113)########(1,363)#### Total term debt######105,103########110,087#### Less: Current portion of term debt######(9,822)########(11,128)#### Total non-current portion of term debt####$##95,281######$##98,959####"}
-{"_id": "AAPL20230858", "title": "AAPL Term Debt", "text": "To manage interest rate risk on certain of its U.S. dollar\u2013denominated fixed-rate notes, the Company uses interest rate swaps to effectively convert the fixed interest rates to floating interest rates on a portion of these notes. Additionally, to manage foreign exchange rate risk on certain of its foreign currency\u2013denominated notes, the Company uses cross-currency swaps to effectively convert these notes to U.S. dollar\u2013denominated notes."}
-{"_id": "AAPL20230859", "title": "AAPL Term Debt", "text": "The effective interest rates for the Notes include the interest on the Notes, amortization of the discount or premium and, if applicable, adjustments related to hedging. The Company recognized $3.7 billion, $2.8 billion and $2.6 billion of interest expense on its term debt for 2023, 2022 and 2021, respectively."}
-{"_id": "AAPL20230867", "title": "AAPL Term Debt", "text": "The future principal payments for the Company\u2019s Notes as of September 30, 2023, are as follows (in millions): 2024##$##9,943 2025####10,775 2026####12,265 2027####9,786 2028####7,800 Thereafter####56,003 Total term debt principal##$##106,572"}
-{"_id": "AAPL20230868", "title": "AAPL Term Debt", "text": "As of September 30, 2023 and September 24, 2022, the fair value of the Company\u2019s Notes, based on Level 2 inputs, was $90.8 billion and $98.8 billion, respectively."}
-{"_id": "AAPL20230871", "title": "AAPL Share Repurchase Program", "text": "During 2023, the Company repurchased 471 million shares of its common stock for $76.6 billion, excluding excise tax due under the Inflation Reduction Act of 2022. The Company\u2019s share repurchase programs do not obligate the Company to acquire a minimum amount of shares. Under the programs, shares may be repurchased in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act."}
-{"_id": "AAPL20230879", "title": "AAPL Shares of Common Stock", "text": "The following table shows the changes in shares of common stock for 2023, 2022 and 2021 (in thousands): ##2023##2022##2021 Common stock outstanding, beginning balances##15,943,425##16,426,786##16,976,763 Common stock repurchased##(471,419)##(568,589)##(656,340) Common stock issued, net of shares withheld for employee taxes##78,055##85,228##106,363 Common stock outstanding, ending balances##15,550,061##15,943,425##16,426,786"}
-{"_id": "AAPL20230882", "title": "AAPL 2022 Employee Stock Plan", "text": "The Apple Inc. 2022 Employee Stock Plan (the \u201c2022 Plan\u201d) is a shareholder-approved plan that provides for broad-based equity grants to employees, including executive officers, and permits the granting of RSUs, stock grants, performance-based awards, stock options and stock appreciation rights. RSUs granted under the 2022 Plan generally vest over four years, based on continued employment, and are settled upon vesting in shares of the Company\u2019s common stock on a one-for-one basis. All RSUs granted under the 2022 Plan have dividend equivalent rights, which entitle holders of RSUs to the same dividend value per share as holders of common stock. A maximum of approximately 1.3 billion shares were authorized for issuance pursuant to 2022 Plan awards at the time the plan was approved on March 4, 2022."}
-{"_id": "AAPL20230884", "title": "AAPL 2014 Employee Stock Plan", "text": "The Apple Inc. 2014 Employee Stock Plan (the \u201c2014 Plan\u201d) is a shareholder-approved plan that provided for broad-based equity grants to employees, including executive officers. The 2014 Plan permitted the granting of substantially the same types of equity awards with substantially the same terms as the 2022 Plan. The 2014 Plan also permitted the granting of cash bonus awards. In the third quarter of 2022, the Company terminated the authority to grant new awards under the 2014 Plan."}
-{"_id": "AAPL20230900", "title": "AAPL Restricted Stock Units", "text": "A summary of the Company\u2019s RSU activity and related information for 2023, 2022 and 2021, is as follows: ##Number of RSUs (in thousands)####Weighted-Average Grant Date Fair Value Per RSU####Aggregate Fair Value (in millions) Balance as of September 26, 2020##310,778##$##51.58#### RSUs granted##89,363##$##116.33#### RSUs vested##(145,766)##$##50.71#### RSUs canceled##(13,948)##$##68.95#### Balance as of September 25, 2021##240,427##$##75.16#### RSUs granted##91,674##$##150.70#### RSUs vested##(115,861)##$##72.12#### RSUs canceled##(14,739)##$##99.77#### Balance as of September 24, 2022##201,501##$##109.48#### RSUs granted##88,768##$##150.87#### RSUs vested##(101,878)##$##97.31#### RSUs canceled##(8,144)##$##127.98#### Balance as of September 30, 2023##180,247##$##135.91##$##30,860"}
-{"_id": "AAPL20230901", "title": "AAPL Restricted Stock Units", "text": "The fair value as of the respective vesting dates of RSUs was $15.9 billion, $18.2 billion and $19.0 billion for 2023, 2022 and 2021, respectively. The majority of RSUs that vested in 2023, 2022 and 2021 were net share settled such that the Company withheld shares with a value equivalent to the employees\u2019 obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld were approximately 37 million, 41 million and 53 million for 2023, 2022 and 2021, respectively, and were based on the value of the RSUs on their respective vesting dates as determined by the Company\u2019s closing stock price. Total payments to taxing authorities for employees\u2019 tax obligations were $5.6 billion, $6.4 billion and $6.8 billion in 2023, 2022 and 2021, respectively."}
-{"_id": "AAPL20230907", "title": "AAPL Share-Based Compensation", "text": "The following table shows share-based compensation expense and the related income tax benefit included in the Consolidated Statements of Operations for 2023, 2022 and 2021 (in millions): ####2023####2022####2021 Share-based compensation expense##$##10,833##$##9,038##$##7,906 Income tax benefit related to share-based compensation expense##$##(3,421)##$##(4,002)##$##(4,056)"}
-{"_id": "AAPL20230908", "title": "AAPL Share-Based Compensation", "text": "As of September 30, 2023, the total unrecognized compensation cost related to outstanding RSUs was $18.6 billion, which the Company expects to recognize over a weighted-average period of 2.5 years."}
-{"_id": "AAPL20230918", "title": "AAPL Unconditional Purchase Obligations", "text": "The Company has entered into certain off\u2013balance sheet commitments that require the future purchase of goods or services (\u201cunconditional purchase obligations\u201d). The Company\u2019s unconditional purchase obligations primarily consist of supplier arrangements, licensed intellectual property and content, and distribution rights. Future payments under noncancelable unconditional purchase obligations with a remaining term in excess of one year as of September 30, 2023, are as follows (in millions): 2024##$##4,258 2025####2,674 2026####3,434 2027####1,277 2028####5,878 Thereafter####3,215 Total##$##20,736"}
-{"_id": "AAPL20230920", "title": "AAPL Contingencies", "text": "The Company is subject to various legal proceedings and claims that have arisen in the ordinary course of business and that have not been fully resolved. The outcome of litigation is inherently uncertain. In the opinion of management, there was not at least a reasonable possibility the Company may have incurred a material loss, or a material loss greater than a recorded accrual, concerning loss contingencies for asserted legal and other claims."}
-{"_id": "AAPL20230921", "title": "AAPL Contingencies", "text": "Concentrations in the Available Sources of Supply of Materials and Product"}
-{"_id": "AAPL20230922", "title": "AAPL Contingencies", "text": "Although most components essential to the Company\u2019s business are generally available from multiple sources, certain components are currently obtained from single or limited sources. The Company also competes for various components with other participants in the markets for smartphones, personal computers, tablets, wearables and accessories. Therefore, many components used by the Company, including those that are available from multiple sources, are at times subject to industry-wide shortage and significant commodity pricing fluctuations."}
-{"_id": "AAPL20230923", "title": "AAPL Contingencies", "text": "The Company uses some custom components that are not commonly used by its competitors, and new products introduced by the Company often utilize custom components available from only one source. When a component or product uses new technologies, initial capacity constraints may exist until the suppliers\u2019 yields have matured or their manufacturing capacities have increased. The continued availability of these components at acceptable prices, or at all, may be affected if suppliers decide to concentrate on the production of common components instead of components customized to meet the Company\u2019s requirements."}
-{"_id": "AAPL20230924", "title": "AAPL Contingencies", "text": "Substantially all of the Company\u2019s hardware products are manufactured by outsourcing partners that are located primarily in China mainland, India, Japan, South Korea, Taiwan and Vietnam."}
-{"_id": "AAPL20230927", "title": "AAPL Note 13 \u2013 Segment Information and Geographic Data", "text": "The Company manages its business primarily on a geographic basis. The Company\u2019s reportable segments consist of the Americas, Europe, Greater China, Japan and Rest of Asia Pacific. Americas includes both North and South America. Europe includes European countries, as well as India, the Middle East and Africa. Greater China includes China mainland, Hong Kong and Taiwan. Rest of Asia Pacific includes Australia and those Asian countries not included in the Company\u2019s other reportable segments. Although the reportable segments provide similar hardware and software products and similar services, each one is managed separately to better align with the location of the Company\u2019s customers and distribution partners and the unique market dynamics of each geographic region."}
-{"_id": "AAPL20230928", "title": "AAPL Note 13 \u2013 Segment Information and Geographic Data", "text": "The Company evaluates the performance of its reportable segments based on net sales and operating income. Net sales for geographic segments are generally based on the location of customers and sales through the Company\u2019s retail stores located in those geographic locations. Operating income for each segment consists of net sales to third parties, related cost of sales, and operating expenses directly attributable to the segment. The information provided to the Company\u2019s chief operating decision maker for purposes of making decisions and assessing segment performance excludes asset information."}
-{"_id": "AAPL20230945", "title": "AAPL Note 13 \u2013 Segment Information and Geographic Data", "text": "The following table shows information by reportable segment for 2023, 2022 and 2021 (in millions): ####2023####2022####2021 Americas:############ Net sales##$##162,560##$##169,658##$##153,306 Operating income##$##60,508##$##62,683##$##53,382 Europe:############ Net sales##$##94,294##$##95,118##$##89,307 Operating income##$##36,098##$##35,233##$##32,505 Greater China:############ Net sales##$##72,559##$##74,200##$##68,366 Operating income##$##30,328##$##31,153##$##28,504 Japan:############ Net sales##$##24,257##$##25,977##$##28,482 Operating income##$##11,888##$##12,257##$##12,798 Rest of Asia Pacific:############ Net sales##$##29,615##$##29,375##$##26,356 Operating income##$##12,066##$##11,569##$##9,817"}
-{"_id": "AAPL20230951", "title": "AAPL Note 13 \u2013 Segment Information and Geographic Data", "text": "A reconciliation of the Company\u2019s segment operating income to the Consolidated Statements of Operations for 2023, 2022 and 2021 is as follows (in millions): ####2023####2022####2021 Segment operating income##$##150,888##$##152,895##$##137,006 Research and development expense####(29,915)####(26,251)####(21,914) Other corporate expenses, net (1)####(6,672)####(7,207)####(6,143) Total operating income##$##114,301##$##119,437##$##108,949"}
-{"_id": "AAPL20230952", "title": "AAPL Note 13 \u2013 Segment Information and Geographic Data", "text": "(1)Includes corporate marketing expenses, certain share-based compensation expenses, various nonrecurring charges, and other separately managed general and administrative costs."}
-{"_id": "AAPL20230966", "title": "AAPL Apple Inc. | 2023 Form 10-K | 47", "text": "The U.S. and China were the only countries that accounted for more than 10% of the Company\u2019s net sales in 2023, 2022 and 2021. Net sales for 2023, 2022 and 2021 and long-lived assets as of September 30, 2023 and September 24, 2022 were as follows (in millions): ####2023####2022####2021 Net sales:############ U.S.##$##138,573##$##147,859##$##133,803 China (1)####72,559####74,200####68,366 Other countries####172,153####172,269####163,648 Total net sales##$##383,285##$##394,328##$##365,817 ####2023####2022 Long-lived assets:######## U.S.##$##33,276##$##31,119 China (1)####5,778####7,260 Other countries####4,661####3,738 Total long-lived assets##$##43,715##$##42,117"}
-{"_id": "AAPL20230967", "title": "AAPL Apple Inc. | 2023 Form 10-K | 47", "text": "(1)China includes Hong Kong and Taiwan."}
-{"_id": "AAPL20230970", "title": "AAPL Report of Independent Registered Public Accounting Firm", "text": "To the Shareholders and the Board of Directors of Apple Inc."}
-{"_id": "AAPL20230972", "title": "AAPL Opinion on the Financial Statements", "text": "We have audited the accompanying consolidated balance sheets of Apple Inc. as of September 30, 2023 and September 24, 2022, the related consolidated statements of operations, comprehensive income, shareholders\u2019 equity and cash flows for each of the three years in the period ended September 30, 2023, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects, the financial position of Apple Inc. at September 30, 2023 and September 24, 2022, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2023, in conformity with U.S. generally accepted accounting principles."}
-{"_id": "AAPL20230973", "title": "AAPL Opinion on the Financial Statements", "text": "We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the \u201cPCAOB\u201d), Apple Inc.\u2019s internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control \u2013 Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated November 2, 2023 expressed an unqualified opinion thereon."}
-{"_id": "AAPL20230975", "title": "AAPL Basis for Opinion", "text": "These financial statements are the responsibility of Apple Inc.\u2019s management. Our responsibility is to express an opinion on Apple Inc.\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to Apple Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the U.S. Securities and Exchange Commission and the PCAOB."}
-{"_id": "AAPL20230976", "title": "AAPL Basis for Opinion", "text": "We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion."}
-{"_id": "AAPL20230978", "title": "AAPL Critical Audit Matter", "text": "The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates."}
-{"_id": "AAPL20230980", "title": "AAPL Uncertain Tax Positions", "text": "Description of the Matter As discussed in Note 7 to the financial statements, Apple Inc. is subject to taxation and files income tax returns in the U.S. federal jurisdiction and many state and foreign jurisdictions. As of September 30, 2023, the total amount of gross unrecognized tax benefits was $19.5 billion, of which $9.5 billion, if recognized, would impact Apple Inc.\u2019s effective tax rate. In accounting for some of the uncertain tax positions, Apple Inc. uses significant judgment in the interpretation and application of complex domestic and international tax laws. Auditing management\u2019s evaluation of whether an uncertain tax position is more likely than not to be sustained and the measurement of the benefit of various tax positions can be complex, involves significant judgment, and is based on interpretations of tax laws and legal rulings."}
-{"_id": "AAPL20230982", "title": "AAPL Apple Inc. | 2023 Form 10-K | 49", "text": "How We Addressed the Matter in Our Audit We tested controls relating to the evaluation of uncertain tax positions, including controls over management\u2019s assessment as to whether tax positions are more likely than not to be sustained, management\u2019s process to measure the benefit of its tax positions, and the development of the related disclosures. To evaluate Apple Inc.\u2019s assessment of which tax positions are more likely than not to be sustained, our audit procedures included, among others, reading and evaluating management\u2019s assumptions and analysis, and, as applicable, Apple Inc.\u2019s communications with taxing authorities, that detailed the basis and technical merits of the uncertain tax positions. We involved our tax subject matter resources in assessing the technical merits of certain of Apple Inc.\u2019s tax positions based on our knowledge of relevant tax laws and experience with related taxing authorities. For certain tax positions, we also received external legal counsel confirmation letters and discussed the matters with external advisors and Apple Inc. tax personnel. In addition, we evaluated Apple Inc.\u2019s disclosure in relation to these matters included in Note 7 to the financial statements."}
-{"_id": "AAPL20230984", "title": "AAPL /s/ Ernst & Young LLP", "text": "We have served as Apple Inc.\u2019s auditor since 2009."}
-{"_id": "AAPL20230989", "title": "AAPL Report of Independent Registered Public Accounting Firm", "text": "To the Shareholders and the Board of Directors of Apple Inc."}
-{"_id": "AAPL20230991", "title": "AAPL Opinion on Internal Control Over Financial Reporting", "text": "We have audited Apple Inc.\u2019s internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control \u2013 Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the \u201cCOSO criteria\u201d). In our opinion, Apple Inc. maintained, in all material respects, effective internal control over financial reporting as of September 30, 2023, based on the COSO criteria."}
-{"_id": "AAPL20230992", "title": "AAPL Opinion on Internal Control Over Financial Reporting", "text": "We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the \u201cPCAOB\u201d), the consolidated balance sheets of Apple Inc. as of September 30, 2023 and September 24, 2022, the related consolidated statements of operations, comprehensive income, shareholders\u2019 equity and cash flows for each of the three years in the period ended September 30, 2023, and the related notes and our report dated November 2, 2023 expressed an unqualified opinion thereon."}
-{"_id": "AAPL20230994", "title": "AAPL Basis for Opinion", "text": "Apple Inc.\u2019s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management\u2019s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on Apple Inc.\u2019s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to Apple Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the U.S. Securities and Exchange Commission and the PCAOB."}
-{"_id": "AAPL20230995", "title": "AAPL Basis for Opinion", "text": "We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects."}
-{"_id": "AAPL20230996", "title": "AAPL Basis for Opinion", "text": "Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion."}
-{"_id": "AAPL20230998", "title": "AAPL Definition and Limitations of Internal Control Over Financial Reporting", "text": "A company\u2019s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. A company\u2019s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company\u2019s assets that could have a material effect on the financial statements."}
-{"_id": "AAPL20230999", "title": "AAPL Definition and Limitations of Internal Control Over Financial Reporting", "text": "Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate."}
-{"_id": "AAPL20231004", "title": "AAPL Apple Inc. | 2023 Form 10-K | 51", "text": "Changes in and Disagreements with Accountants on Accounting and Financial Disclosure"}
-{"_id": "AAPL20231005", "title": "AAPL Apple Inc. | 2023 Form 10-K | 51", "text": "None."}
-{"_id": "AAPL20231008", "title": "AAPL Evaluation of Disclosure Controls and Procedures", "text": "Based on an evaluation under the supervision and with the participation of the Company\u2019s management, the Company\u2019s principal executive officer and principal financial officer have concluded that the Company\u2019s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were effective as of September 30, 2023 to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company\u2019s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure."}
-{"_id": "AAPL20231010", "title": "AAPL Inherent Limitations over Internal Controls", "text": "The Company\u2019s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company\u2019s internal control over financial reporting includes those policies and procedures that:"}
-{"_id": "AAPL20231011", "title": "AAPL Inherent Limitations over Internal Controls", "text": "(i)pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company\u2019s assets;"}
-{"_id": "AAPL20231012", "title": "AAPL Inherent Limitations over Internal Controls", "text": "(ii)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company\u2019s receipts and expenditures are being made only in accordance with authorizations of the Company\u2019s management and directors; and"}
-{"_id": "AAPL20231013", "title": "AAPL Inherent Limitations over Internal Controls", "text": "(iii)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company\u2019s assets that could have a material effect on the financial statements."}
-{"_id": "AAPL20231014", "title": "AAPL Inherent Limitations over Internal Controls", "text": "Management, including the Company\u2019s Chief Executive Officer and Chief Financial Officer, does not expect that the Company\u2019s internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate."}
-{"_id": "AAPL20231016", "title": "AAPL Management\u2019s Annual Report on Internal Control over Financial Reporting", "text": "The Company\u2019s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of the Company\u2019s internal control over financial reporting based on the criteria set forth in Internal Control \u2013 Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on the Company\u2019s assessment, management has concluded that its internal control over financial reporting was effective as of September 30, 2023 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company\u2019s independent registered public accounting firm, Ernst & Young LLP, has issued an audit report on the Company\u2019s internal control over financial reporting, which appears in Part II, Item 8 of this Form 10-K."}
-{"_id": "AAPL20231018", "title": "AAPL Changes in Internal Control over Financial Reporting", "text": "There were no changes in the Company\u2019s internal control over financial reporting during the fourth quarter of 2023, which were identified in connection with management\u2019s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company\u2019s internal control over financial reporting."}
-{"_id": "AAPL20231022", "title": "AAPL Insider Trading Arrangements", "text": "On August 30, 2023, Deirdre O\u2019Brien, the Company\u2019s Senior Vice President, Retail, and Jeff Williams, the Company\u2019s Chief Operating Officer, each entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The plans provide for the sale of all shares vested during the duration of the plans pursuant to certain equity awards granted to Ms. O\u2019Brien and Mr. Williams, respectively, excluding any shares withheld by the Company to satisfy income tax withholding and remittance obligations. Ms. O\u2019Brien\u2019s plan will expire on October 15, 2024, and Mr. Williams\u2019 plan will expire on December 15, 2024, subject to early termination for certain specified events set forth in the plans."}
-{"_id": "AAPL20231024", "title": "AAPL Disclosure Regarding Foreign Jurisdictions that Prevent Inspections", "text": "Not applicable."}
-{"_id": "AAPL20231026", "title": "AAPL Directors, Executive Officers and Corporate Governance", "text": "The information required by this Item will be included in the Company\u2019s definitive proxy statement to be filed with the SEC within 120 days after September 30, 2023, in connection with the solicitation of proxies for the Company\u2019s 2024 annual meeting of shareholders (the \u201c2024 Proxy Statement\u201d), and is incorporated herein by reference."}
-{"_id": "AAPL20231028", "title": "AAPL Executive Compensation", "text": "The information required by this Item will be included in the 2024 Proxy Statement, and is incorporated herein by reference."}
-{"_id": "AAPL20231029", "title": "AAPL Executive Compensation", "text": "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters"}
-{"_id": "AAPL20231030", "title": "AAPL Executive Compensation", "text": "The information required by this Item will be included in the 2024 Proxy Statement, and is incorporated herein by reference."}
-{"_id": "AAPL20231032", "title": "AAPL Certain Relationships and Related Transactions, and Director Independence", "text": "The information required by this Item will be included in the 2024 Proxy Statement, and is incorporated herein by reference."}
-{"_id": "AAPL20231034", "title": "AAPL Principal Accountant Fees and Services", "text": "The information required by this Item will be included in the 2024 Proxy Statement, and is incorporated herein by reference."}
-{"_id": "AAPL20231044", "title": "AAPL Exhibit and Financial Statement Schedules (a)Documents filed as part of this report (1)All financial statements", "text": " Index to Consolidated Financial Statements##Page Consolidated Statements of Operations for the years ended September 30, 2023, September 24, 2022 and September 25, 2021##28 Consolidated Statements of Comprehensive Income for the years ended September 30, 2023, September 24, 2022 and September 25, 2021##29 Consolidated Balance Sheets as of September 30, 2023 and September 24, 2022##30 Consolidated Statements of Shareholders\u2019 Equity for the years ended September 30, 2023, September 24, 2022 and September 25, 2021##31 Consolidated Statements of Cash Flows for the years ended September 30, 2023, September 24, 2022 and September 25, 2021##32"}
-{"_id": "AAPL20231046", "title": "AAPL Notes to Consolidated Financial Statements##33", "text": " Reports of Independent Registered Public Accounting Firm*##49"}
-{"_id": "AAPL20231048", "title": "AAPL Notes to Consolidated Financial Statements##33 (2)Financial Statement Schedules", "text": "*Ernst & Young LLP, PCAOB Firm ID No. 00042."}
-{"_id": "AAPL20231063", "title": "AAPL Notes to Consolidated Financial Statements##33 (2)Financial Statement Schedules (3)Exhibits required by Item 601 of Regulation S-K (1)", "text": "All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and accompanying notes included in this Form 10-K. ######Incorporated by Reference## Exhibit Number##Exhibit Description##Form##Exhibit##Filing Date/ Period End Date 3.1##Restated Articles of Incorporation of the Registrant filed on August 3, 2020.##8-K##3.1##8/7/20 3.2##Amended and Restated Bylaws of the Registrant effective as of August 17, 2022.##8-K##3.2##8/19/22 4.1**##Description of Securities of the Registrant.###### 4.2##Indenture, dated as of April 29, 2013, between the Registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee.##S-3##4.1##4/29/13 4.3##Officer\u2019s Certificate of the Registrant, dated as of May 3, 2013, including forms of global notes representing the Floating Rate Notes due 2016, Floating Rate Notes due 2018, 0.45% Notes due 2016, 1.00% Notes due 2018, 2.40% Notes due 2023 and 3.85% Notes due 2043.##8-K##4.1##5/3/13 4.4##Officer\u2019s Certificate of the Registrant, dated as of May 6, 2014, including forms of global notes representing the Floating Rate Notes due 2017, Floating Rate Notes due 2019, 1.05% Notes due 2017, 2.10% Notes due 2019, 2.85% Notes due 2021, 3.45% Notes due 2024 and 4.45% Notes due 2044.##8-K##4.1##5/6/14 4.5##Officer\u2019s Certificate of the Registrant, dated as of November 10, 2014, including forms of global notes representing the 1.000% Notes due 2022 and 1.625% Notes due 2026.##8-K##4.1##11/10/14 4.6##Officer\u2019s Certificate of the Registrant, dated as of February 9, 2015, including forms of global notes representing the Floating Rate Notes due 2020, 1.55% Notes due 2020, 2.15% Notes due 2022, 2.50% Notes due 2025 and 3.45% Notes due 2045.##8-K##4.1##2/9/15 4.7##Officer\u2019s Certificate of the Registrant, dated as of May 13, 2015, including forms of global notes representing the Floating Rate Notes due 2017, Floating Rate Notes due 2020, 0.900% Notes due 2017, 2.000% Notes due 2020, 2.700% Notes due 2022, 3.200% Notes due 2025, and 4.375% Notes due 2045.##8-K##4.1##5/13/15 4.8##Officer\u2019s Certificate of the Registrant, dated as of July 31, 2015, including forms of global notes representing the 3.05% Notes due 2029 and 3.60% Notes due 2042.##8-K##4.1##7/31/15 4.9##Officer\u2019s Certificate of the Registrant, dated as of September 17, 2015, including forms of global notes representing the 1.375% Notes due 2024 and 2.000% Notes due 2027.##8-K##4.1##9/17/15"}
-{"_id": "AAPL20231085", "title": "AAPL Apple Inc. | 2023 Form 10-K | 54", "text": " ######Incorporated by Reference## Exhibit Number##Exhibit Description##Form##Exhibit##Filing Date/ Period End Date 4.10##Officer\u2019s Certificate of the Registrant, dated as of February 23, 2016, including forms of global notes representing the Floating Rate Notes due 2019, Floating Rate Notes due 2021, 1.300% Notes due 2018, 1.700% Notes due 2019, 2.250% Notes due 2021, 2.850% Notes due 2023, 3.250% Notes due 2026, 4.500% Notes due 2036 and 4.650% Notes due 2046.##8-K##4.1##2/23/16 4.11##Supplement No. 1 to the Officer\u2019s Certificate of the Registrant, dated as of March 24, 2016.##8-K##4.1##3/24/16 4.12##Officer\u2019s Certificate of the Registrant, dated as of August 4, 2016, including forms of global notes representing the Floating Rate Notes due 2019, 1.100% Notes due 2019, 1.550% Notes due 2021, 2.450% Notes due 2026 and 3.850% Notes due 2046.##8-K##4.1##8/4/16 4.13##Officer\u2019s Certificate of the Registrant, dated as of February 9, 2017, including forms of global notes representing the Floating Rate Notes due 2019, Floating Rate Notes due 2020, Floating Rate Notes due 2022, 1.550% Notes due 2019, 1.900% Notes due 2020, 2.500% Notes due 2022, 3.000% Notes due 2024, 3.350% Notes due 2027 and 4.250% Notes due 2047.##8-K##4.1##2/9/17 4.14##Officer\u2019s Certificate of the Registrant, dated as of May 11, 2017, including forms of global notes representing the Floating Rate Notes due 2020, Floating Rate Notes due 2022, 1.800% Notes due 2020, 2.300% Notes due 2022, 2.850% Notes due 2024 and 3.200% Notes due 2027.##8-K##4.1##5/11/17 4.15##Officer\u2019s Certificate of the Registrant, dated as of May 24, 2017, including forms of global notes representing the 0.875% Notes due 2025 and 1.375% Notes due 2029.##8-K##4.1##5/24/17 4.16##Officer\u2019s Certificate of the Registrant, dated as of June 20, 2017, including form of global note representing the 3.000% Notes due 2027.##8-K##4.1##6/20/17 4.17##Officer\u2019s Certificate of the Registrant, dated as of August 18, 2017, including form of global note representing the 2.513% Notes due 2024.##8-K##4.1##8/18/17 4.18##Officer\u2019s Certificate of the Registrant, dated as of September 12, 2017, including forms of global notes representing the 1.500% Notes due 2019, 2.100% Notes due 2022, 2.900% Notes due 2027 and 3.750% Notes due 2047.##8-K##4.1##9/12/17 4.19##Officer\u2019s Certificate of the Registrant, dated as of November 13, 2017, including forms of global notes representing the 1.800% Notes due 2019, 2.000% Notes due 2020, 2.400% Notes due 2023, 2.750% Notes due 2025, 3.000% Notes due 2027 and 3.750% Notes due 2047.##8-K##4.1##11/13/17 4.20##Indenture, dated as of November 5, 2018, between the Registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee.##S-3##4.1##11/5/18 4.21##Officer\u2019s Certificate of the Registrant, dated as of September 11, 2019, including forms of global notes representing the 1.700% Notes due 2022, 1.800% Notes due 2024, 2.050% Notes due 2026, 2.200% Notes due 2029 and 2.950% Notes due 2049.##8-K##4.1##9/11/19 4.22##Officer\u2019s Certificate of the Registrant, dated as of November 15, 2019, including forms of global notes representing the 0.000% Notes due 2025 and 0.500% Notes due 2031.##8-K##4.1##11/15/19 4.23##Officer\u2019s Certificate of the Registrant, dated as of May 11, 2020, including forms of global notes representing the 0.750% Notes due 2023, 1.125% Notes due 2025, 1.650% Notes due 2030 and 2.650% Notes due 2050.##8-K##4.1##5/11/20 4.24##Officer\u2019s Certificate of the Registrant, dated as of August 20, 2020, including forms of global notes representing the 0.550% Notes due 2025, 1.25% Notes due 2030, 2.400% Notes due 2050 and 2.550% Notes due 2060.##8-K##4.1##8/20/20 4.25##Officer\u2019s Certificate of the Registrant, dated as of February 8, 2021, including forms of global notes representing the 0.700% Notes due 2026, 1.200% Notes due 2028, 1.650% Notes due 2031, 2.375% Notes due 2041, 2.650% Notes due 2051 and 2.800% Notes due 2061.##8-K##4.1##2/8/21 4.26##Officer\u2019s Certificate of the Registrant, dated as of August 5, 2021, including forms of global notes representing the 1.400% Notes due 2028, 1.700% Notes due 2031, 2.700% Notes due 2051 and 2.850% Notes due 2061.##8-K##4.1##8/5/21 4.27##Indenture, dated as of October 28, 2021, between the Registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee.##S-3##4.1##10/29/21 4.28##Officer\u2019s Certificate of the Registrant, dated as of August 8, 2022, including forms of global notes representing the 3.250% Notes due 2029, 3.350% Notes due 2032, 3.950% Notes due 2052 and 4.100% Notes due 2062.##8-K##4.1##8/8/22"}
-{"_id": "AAPL20231117", "title": "AAPL Apple Inc. | 2023 Form 10-K | 55", "text": " ######Incorporated by Reference## Exhibit Number##Exhibit Description##Form##Exhibit##Filing Date/ Period End Date 4.29##Officer\u2019s Certificate of the Registrant, dated as of May 10, 2023, including forms of global notes representing the 4.421% Notes due 2026, 4.000% Notes due 2028, 4.150% Notes due 2030, 4.300% Notes due 2033 and 4.850% Notes due 2053.##8-K##4.1##5/10/23 4.30*##Apple Inc. Deferred Compensation Plan.##S-8##4.1##8/23/18 10.1*##Apple Inc. Employee Stock Purchase Plan, as amended and restated as of March 10, 2015.##8-K##10.1##3/13/15 10.2*##Form of Indemnification Agreement between the Registrant and each director and executive officer of the Registrant.##10-Q##10.2##6/27/09 10.3*##Apple Inc. Non-Employee Director Stock Plan, as amended November 9, 2021.##10-Q##10.1##12/25/21 10.4*##Apple Inc. 2014 Employee Stock Plan, as amended and restated as of October 1, 2017.##10-K##10.8##9/30/17 10.5*##Form of Restricted Stock Unit Award Agreement under 2014 Employee Stock Plan effective as of September 26, 2017.##10-K##10.20##9/30/17 10.6*##Form of Restricted Stock Unit Award Agreement under Non-Employee Director Stock Plan effective as of February 13, 2018.##10-Q##10.2##3/31/18 10.7*##Form of Restricted Stock Unit Award Agreement under 2014 Employee Stock Plan effective as of August 21, 2018.##10-K##10.17##9/29/18 10.8*##Form of Performance Award Agreement under 2014 Employee Stock Plan effective as of August 21, 2018.##10-K##10.18##9/29/18 10.9*##Form of Restricted Stock Unit Award Agreement under 2014 Employee Stock Plan effective as of September 29, 2019.##10-K##10.15##9/28/19 10.10*##Form of Performance Award Agreement under 2014 Employee Stock Plan effective as of September 29, 2019.##10-K##10.16##9/28/19 10.11*##Form of Restricted Stock Unit Award Agreement under 2014 Employee Stock Plan effective as of August 18, 2020.##10-K##10.16##9/26/20 10.12*##Form of Performance Award Agreement under 2014 Employee Stock Plan effective as of August 18, 2020.##10-K##10.17##9/26/20 10.13*##Form of CEO Restricted Stock Unit Award Agreement under 2014 Employee Stock Plan effective as of September 27, 2020.##10-Q##10.1##12/26/20 10.14*##Form of CEO Performance Award Agreement under 2014 Employee Stock Plan effective as of September 27, 2020.##10-Q##10.2##12/26/20 10.15*##Apple Inc. 2022 Employee Stock Plan.##8-K##10.1##3/4/22 10.16*##Form of Restricted Stock Unit Award Agreement under 2022 Employee Stock Plan effective as of March 4, 2022.##8-K##10.2##3/4/22 10.17*##Form of Performance Award Agreement under 2022 Employee Stock Plan effective as of March 4, 2022.##8-K##10.3##3/4/22 10.18*##Apple Inc. Executive Cash Incentive Plan.##8-K##10.1##8/19/22 10.19*##Form of CEO Restricted Stock Unit Award Agreement under 2022 Employee Stock Plan effective as of September 25, 2022.##10-Q##10.1##12/31/22 10.20*##Form of CEO Performance Award Agreement under 2022 Employee Stock Plan effective as of September 25, 2022.##10-Q##10.2##12/31/22 21.1**##Subsidiaries of the Registrant.###### 23.1**##Consent of Independent Registered Public Accounting Firm.###### 24.1**##Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K).###### 31.1**##Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.###### 31.2**##Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.###### 32.1***##Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.###### 101**##Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, \u201cFinancial Statements and Supplementary Data\u201d of this Annual Report on Form 10-K.######"}
-{"_id": "AAPL20231121", "title": "AAPL Apple Inc. | 2023 Form 10-K | 56", "text": " ######Incorporated by Reference## Exhibit Number##Exhibit Description##Form##Exhibit##Filing Date/ Period End Date 104**##Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set.######"}
-{"_id": "AAPL20231122", "title": "AAPL Apple Inc. | 2023 Form 10-K | 56", "text": "*Indicates management contract or compensatory plan or arrangement."}
-{"_id": "AAPL20231123", "title": "AAPL Apple Inc. | 2023 Form 10-K | 56", "text": "**Filed herewith."}
-{"_id": "AAPL20231124", "title": "AAPL Apple Inc. | 2023 Form 10-K | 56", "text": "***Furnished herewith."}
-{"_id": "AAPL20231125", "title": "AAPL Apple Inc. | 2023 Form 10-K | 56", "text": "(1)Certain instruments defining the rights of holders of long-term debt securities of the Registrant are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Registrant hereby undertakes to furnish to the SEC, upon request, copies of any such instruments."}
-{"_id": "AAPL20231127", "title": "AAPL Form 10-K Summary", "text": "None."}
-{"_id": "AAPL20231134", "title": "AAPL SIGNATURES", "text": "Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: November 2, 2023####Apple Inc.## ##By:####/s/ Luca Maestri ######Luca Maestri ######Senior Vice President, Chief Financial Officer"}
-{"_id": "AAPL20231136", "title": "AAPL Power of Attorney", "text": "KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy D. Cook and Luca Maestri, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof."}
-{"_id": "AAPL20231160", "title": "AAPL Power of Attorney", "text": "Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Name##Title /s/ Timothy D. Cook##Chief Executive Officer and Director (Principal Executive Officer) TIMOTHY D. COOK## /s/ Luca Maestri##Senior Vice President, Chief Financial Officer (Principal Financial Officer) LUCA MAESTRI## /s/ Chris Kondo##Senior Director of Corporate Accounting (Principal Accounting Officer) CHRIS KONDO## /s/ James A. Bell##Director JAMES A. BELL## /s/ Al Gore##Director AL GORE## /s/ Alex Gorsky##Director ALEX GORSKY## /s/ Andrea Jung##Director ANDREA JUNG## /s/ Arthur D. Levinson##Director and Chair of the Board ARTHUR D. LEVINSON## /s/ Monica Lozano##Director MONICA LOZANO## /s/ Ronald D. Sugar##Director RONALD D. SUGAR## /s/ Susan L. Wagner##Director SUSAN L. WAGNER##"}
-{"_id": "AAPL20231160", "title": "AAPL Apple Inc. | 2023 Form 10-K | 58", "text": ""}
-{"_id": "AMZN20230003", "title": "AMZN Business", "text": "This Annual Report on Form 10-K and the documents incorporated herein by reference contain forward-looking statements based on expectations, estimates, and projections as of the date of this filing. Actual results and outcomes may differ materially from those expressed in forward-looking statements. See Item 1A of Part I \u2014 \u201cRisk Factors.\u201d As used herein, \u201cAmazon.com,\u201d \u201cwe,\u201d \u201cour,\u201d and similar terms include Amazon.com, Inc. and its subsidiaries, unless the context indicates otherwise."}
-{"_id": "AMZN20230005", "title": "AMZN General", "text": "We seek to be Earth\u2019s most customer-centric company. We are guided by four principles: customer obsession rather than competitor focus, passion for invention, commitment to operational excellence, and long-term thinking. In each of our segments, we serve our primary customer sets, consisting of consumers, sellers, developers, enterprises, content creators, advertisers, and employees."}
-{"_id": "AMZN20230006", "title": "AMZN General", "text": "We have organized our operations into three segments: North America, International, and Amazon Web Services (\u201cAWS\u201d). These segments reflect the way the Company evaluates its business performance and manages its operations. Information on our net sales is contained in Item 8 of Part II, \u201cFinancial Statements and Supplementary Data \u2014 Note 10 \u2014 Segment Information.\u201d"}
-{"_id": "AMZN20230008", "title": "AMZN Consumers", "text": "We serve consumers through our online and physical stores and focus on selection, price, and convenience. We design our stores to enable hundreds of millions of unique products to be sold by us and by third parties across dozens of product categories. Customers access our offerings through our websites, mobile apps, Alexa, devices, streaming, and physically visiting our stores. We also manufacture and sell electronic devices, including Kindle, Fire tablet, Fire TV, Echo, Ring, Blink, and eero, and we develop and produce media content. We seek to offer our customers low prices, fast and free delivery, easy-to-use functionality, and timely customer service. In addition, we offer subscription services such as Amazon Prime, a membership program that includes fast, free shipping on tens of millions of items, access to award-winning movies and series, and other benefits."}
-{"_id": "AMZN20230009", "title": "AMZN Consumers", "text": "We fulfill customer orders in a number of ways, including through: North America and International fulfillment networks that we operate; co-sourced and outsourced arrangements in certain countries; digital delivery; and through our physical stores. We operate customer service centers globally, which are supplemented by co-sourced arrangements. See Item 2 of Part I, \u201cProperties.\u201d"}
-{"_id": "AMZN20230011", "title": "AMZN Sellers", "text": "We offer programs that enable sellers to grow their businesses, sell their products in our stores, and fulfill orders using our services. We are not the seller of record in these transactions. We earn fixed fees, a percentage of sales, per-unit activity fees, interest, or some combination thereof, for our seller programs."}
-{"_id": "AMZN20230013", "title": "AMZN Developers and Enterprises", "text": "We serve developers and enterprises of all sizes, including start-ups, government agencies, and academic institutions, through AWS, which offers a broad set of on-demand technology services, including compute, storage, database, analytics, and machine learning, and other services."}
-{"_id": "AMZN20230015", "title": "AMZN Content Creators", "text": "We offer programs that allow authors, independent publishers, musicians, filmmakers, Twitch streamers, skill and app developers, and others to publish and sell content."}
-{"_id": "AMZN20230018", "title": "AMZN Advertisers", "text": "We provide advertising services to sellers, vendors, publishers, authors, and others, through programs such as sponsored ads, display, and video advertising."}
-{"_id": "AMZN20230020", "title": "AMZN Competition", "text": "Our businesses encompass a large variety of product types, service offerings, and delivery channels. The worldwide marketplace in which we compete is evolving rapidly and intensely competitive, and we face a broad array of competitors from many different industry sectors around the world. Our current and potential competitors include: (1) physical, e-commerce, and omnichannel retailers, publishers, vendors, distributors, manufacturers, and producers of the products we offer and sell to consumers and businesses; (2) publishers, producers, and distributors of physical, digital, and interactive media of all types and all distribution channels; (3) web search engines, comparison shopping websites, social networks, web portals, and other online and app-based means of discovering, using, or acquiring goods and services, either directly or in collaboration with other retailers; (4) companies that provide e-commerce services, including website development and hosting, omnichannel sales, inventory and supply chain management, advertising, fulfillment, customer service, and payment processing; (5) companies that provide fulfillment and logistics services for themselves or for third parties, whether online or offline; (6) companies that provide information technology services or products, including on-premises or cloud-based infrastructure and other services; (7) companies that design, manufacture, market, or sell consumer electronics, telecommunication, and electronic devices; (8) companies that sell grocery products online and in physical stores; and (9) companies that provide advertising services, whether in digital or other formats. We believe that the principal competitive factors in our retail businesses include selection, price, and convenience, including fast and reliable fulfillment. Additional competitive factors for our seller and enterprise services include the quality, speed, and reliability of our services and tools, as well as customers\u2019 ability and willingness to change business practices. Some of our current and potential competitors have greater resources, longer histories, more customers, greater brand recognition, and greater control over inputs critical to our various businesses. They may secure better terms from suppliers, adopt more aggressive pricing, pursue restrictive distribution agreements that restrict our access to supply, direct consumers to their own offerings instead of ours, lock-in potential customers with restrictive terms, and devote more resources to technology, infrastructure, fulfillment, and marketing. The internet facilitates competitive entry and comparison shopping, which enhances the ability of new, smaller, or lesser-known businesses to compete against us. Each of our businesses is also subject to rapid change and the development of new business models and the entry of new and well-funded competitors. Other companies also may enter into business combinations or alliances that strengthen their competitive positions."}
-{"_id": "AMZN20230022", "title": "AMZN Intellectual Property", "text": "We regard our trademarks, service marks, copyrights, patents, domain names, trade dress, trade secrets, proprietary technologies, and similar intellectual property as critical to our success, and we rely on trademark, copyright, and patent law, trade-secret protection, and confidentiality and/or license agreements with our employees, customers, partners, and others to protect our proprietary rights. We have registered, or applied for the registration of, a number of U.S. and international domain names, trademarks, service marks, and copyrights. Additionally, we have filed U.S. and international patent applications covering certain of our proprietary technology."}
-{"_id": "AMZN20230024", "title": "AMZN Seasonality", "text": "Our business is affected by seasonality, which historically has resulted in higher sales volume during our fourth quarter, which ends December 31."}
-{"_id": "AMZN20230026", "title": "AMZN Human Capital", "text": "Our employees are critical to our mission of being Earth\u2019s most customer-centric company. As of December 31, 2023, we employed approximately 1,525,000 full-time and part-time employees. Additionally, we use independent contractors and temporary personnel to supplement our workforce. Competition for qualified personnel is intense, particularly for software engineers, computer scientists, and other technical staff, and constrained labor markets have increased competition for personnel across other parts of our business."}
-{"_id": "AMZN20230028", "title": "AMZN Human Capital", "text": "As we strive to be Earth\u2019s best employer, we focus on investment and innovation, inclusion and diversity, safety, and engagement to hire and develop the best talent. We rely on numerous and evolving initiatives to implement these objectives and invent mechanisms for talent development, including competitive pay and benefits, flexible work arrangements, and skills training and educational programs such as Amazon Career Choice (education funding for eligible employees) and the Amazon Technical Academy (software development engineer training). Over 175,000 Amazon employees around the world have participated in Career Choice. We also continue to inspect and refine the mechanisms we use to hire, develop, evaluate, and retain our employees to promote equity for all candidates and employees. In addition, safety is integral to everything we do at Amazon and we continue to invest in safety improvements such as capital improvements, new safety technology, vehicle safety controls, and engineering ergonomic solutions. Our safety team is dedicated to using the science of safety to solve complex problems and establish new industry best practices. We also provide mentorship and support resources to our employees, and have deployed numerous programs that advance employee engagement, communication, and feedback."}
-{"_id": "AMZN20230030", "title": "AMZN Available Information", "text": "Our investor relations website is amazon.com/ir and we encourage investors to use it as a way of easily finding information about us. We promptly make available on this website, free of charge, the reports that we file or furnish with the Securities and Exchange Commission (\u201cSEC\u201d), corporate governance information (including our Code of Business Conduct and Ethics), and select press releases."}
-{"_id": "AMZN20230041", "title": "AMZN Executive Officers and Directors", "text": "The following tables set forth certain information regarding our Executive Officers and Directors as of January 24, 2024: Information About Our Executive Officers Name##Age##Position Jeffrey P. Bezos##60##Executive Chair Andrew R. Jassy##56##President and Chief Executive Officer Douglas J. Herrington##57##CEO Worldwide Amazon Stores Brian T. Olsavsky##60##Senior Vice President and Chief Financial Officer Shelley L. Reynolds##59##Vice President, Worldwide Controller, and Principal Accounting Officer Adam N. Selipsky##57##CEO Amazon Web Services David A. Zapolsky##60##Senior Vice President, Global Public Policy and General Counsel"}
-{"_id": "AMZN20230042", "title": "AMZN Executive Officers and Directors", "text": "Jeffrey P. Bezos. Mr. Bezos founded Amazon.com in 1994 and has served as Executive Chair since July 2021. He has served as Chair of the Board since 1994 and served as Chief Executive Officer from May 1996 until July 2021, and as President from 1994 until June 1999 and again from October 2000 to July 2021."}
-{"_id": "AMZN20230043", "title": "AMZN Executive Officers and Directors", "text": "Andrew R. Jassy. Mr. Jassy has served as President and Chief Executive Officer since July 2021, CEO Amazon Web Services from April 2016 until July 2021, and Senior Vice President, Amazon Web Services, from April 2006 until April 2016."}
-{"_id": "AMZN20230044", "title": "AMZN Executive Officers and Directors", "text": "Douglas J. Herrington. Mr. Herrington has served as CEO Worldwide Amazon Stores since July 2022, Senior Vice President, North America Consumer from January 2015 to July 2022, Senior Vice President, Consumables from May 2014 to December 2014, and Vice President, Consumables from May 2005 to April 2014."}
-{"_id": "AMZN20230045", "title": "AMZN Executive Officers and Directors", "text": "Brian T. Olsavsky. Mr. Olsavsky has served as Senior Vice President and Chief Financial Officer since June 2015, Vice President, Finance for the Global Consumer Business from December 2011 to June 2015, and numerous financial leadership roles across Amazon with global responsibility since April 2002."}
-{"_id": "AMZN20230046", "title": "AMZN Executive Officers and Directors", "text": "Shelley L. Reynolds. Ms. Reynolds has served as Vice President, Worldwide Controller, and Principal Accounting Officer since April 2007."}
-{"_id": "AMZN20230047", "title": "AMZN Executive Officers and Directors", "text": "Adam N. Selipsky. Mr. Selipsky has served as CEO Amazon Web Services since July 2021, Senior Vice President, Amazon Web Services from May 2021 until July 2021, President and CEO of Tableau Software from September 2016 until May 2021, and Vice President, Marketing, Sales and Support of Amazon Web Services from May 2005 to September 2016."}
-{"_id": "AMZN20230049", "title": "AMZN Executive Officers and Directors", "text": "David A. Zapolsky. Mr. Zapolsky has served as Senior Vice President, Global Public Policy and General Counsel since May 2023 and has served as our Secretary since September 2012. He served as Senior Vice President and General Counsel from May 2014 to May 2023, Vice President and General Counsel from September 2012 to May 2014, and as Vice President and Associate General Counsel for Litigation and Regulatory matters from April 2002 until September 2012."}
-{"_id": "AMZN20230063", "title": "AMZN Board of Directors", "text": " Name##Age##Position Jeffrey P. Bezos##60##Executive Chair Andrew R. Jassy##56##President and Chief Executive Officer Keith B. Alexander##72##Chair of IronNet, Inc. Edith W. Cooper##62##Former Executive Vice President, Goldman Sachs Group, Inc. Jamie S. Gorelick##73##Partner, Wilmer Cutler Pickering Hale and Dorr LLP Daniel P. Huttenlocher##65##Dean, MIT Schwarzman College of Computing Judith A. McGrath##71##Former Chair and CEO, MTV Networks Indra K. Nooyi##68##Former Chair and CEO, PepsiCo, Inc. Jonathan J. Rubinstein##67##Former co-CEO, Bridgewater Associates, LP Brad D. Smith##59##President, Marshall University Patricia Q. Stonesifer##67##Former President and Chief Executive Officer, Martha\u2019s Table Wendell P. Weeks##64##Chairman and CEO, Corning Incorporated"}
-{"_id": "AMZN20230065", "title": "AMZN Risk Factors", "text": "Please carefully consider the following discussion of significant factors, events, and uncertainties that make an investment in our securities risky. The events and consequences discussed in these risk factors could, in circumstances we may or may not be able to accurately predict, recognize, or control, have a material adverse effect on our business, growth, reputation, prospects, financial condition, operating results (including components of our financial results), cash flows, liquidity, and stock price. These risk factors do not identify all risks that we face; our operations could also be affected by factors, events, or uncertainties that are not presently known to us or that we currently do not consider to present significant risks to our operations. In addition to the factors discussed in Item 7 of Part II, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations,\u201d and in the risk factors below, global economic and geopolitical conditions and additional or unforeseen circumstances, developments, or events may give rise to or amplify many of the risks discussed below. Many of the risks discussed below also impact our customers, including third-party sellers, which could indirectly have a material adverse effect on us."}
-{"_id": "AMZN20230068", "title": "AMZN We Face Intense Competition", "text": "Our businesses are rapidly evolving and intensely competitive, and we have many competitors across geographies, including cross-border competition, and in different industries, including physical, e-commerce, and omnichannel retail, e-commerce services, web and infrastructure computing services, electronic devices, digital content, advertising, grocery, and transportation and logistics services. Some of our current and potential competitors have greater resources, longer histories, more customers, and/or greater brand recognition, particularly with our newly-launched products and services and in our newer geographic regions. They may secure better terms from vendors, adopt more aggressive pricing, and devote more resources to technology, infrastructure, fulfillment, and marketing."}
-{"_id": "AMZN20230069", "title": "AMZN We Face Intense Competition", "text": "Competition continues to intensify, including with the development of new business models and the entry of new and well-funded competitors, and as our competitors enter into business combinations or alliances and established companies in other market segments expand to become competitive with our business. In addition, new and enhanced technologies, including search, web and infrastructure computing services, practical applications of artificial intelligence and machine learning, digital content, and electronic devices continue to increase our competition. The internet facilitates competitive entry and comparison shopping, which enhances the ability of new, smaller, or lesser known businesses to compete against us. As a result of competition, our product and service offerings may not be successful, we may fail to gain or may lose business, and we may be required to increase our spending or lower prices, any of which could materially reduce our sales and profits."}
-{"_id": "AMZN20230070", "title": "AMZN We Face Intense Competition", "text": "Our Expansion into New Products, Services, Technologies, and Geographic Regions Subjects Us to Additional Risks"}
-{"_id": "AMZN20230072", "title": "AMZN We Face Intense Competition", "text": "We may have limited or no experience in our newer market segments, and our customers may not adopt our product or service offerings. These offerings, which can present new and difficult technology challenges, may subject us to claims if customers of these offerings experience, or are otherwise impacted by, service disruptions, delays, setbacks, or failures or quality issues. In addition, profitability or other intended benefits, if any, in our newer activities may not meet our expectations, and we may not be successful enough in these newer activities to recoup our investments in them, which investments are often significant. Failure to realize the benefits of amounts we invest in new technologies, products, or services could result in the"}
-{"_id": "AMZN20230073", "title": "AMZN We Face Intense Competition", "text": "value of those investments being written down or written off. In addition, our sustainability initiatives may be unsuccessful for a variety of reasons, including if we are unable to realize the expected benefits of new technologies or if we do not successfully plan or execute new strategies, which could harm our business or damage our reputation."}
-{"_id": "AMZN20230075", "title": "AMZN Our International Operations Expose Us to a Number of Risks", "text": "Our international activities are significant to our revenues and profits, and we plan to further expand internationally. In certain international market segments, we have relatively little operating experience and may not benefit from any first-to-market advantages or otherwise succeed. It is costly to establish, develop, and maintain international operations and stores, and promote our brand internationally. Our international operations may not become profitable on a sustained basis."}
-{"_id": "AMZN20230092", "title": "AMZN Our International Operations Expose Us to a Number of Risks", "text": "In addition to risks described elsewhere in this section, our international sales and operations are subject to a number of risks, including: \u2022local economic and political conditions; \u2022government regulation (such as regulation of our product and service offerings and of competition); restrictive governmental actions (such as trade protection measures, including export duties and quotas and custom duties and tariffs, and restrictions around the import and export of certain products, technologies, and components); nationalization; and restrictions on foreign ownership; \u2022restrictions on sales or distribution of certain products or services and uncertainty regarding liability for products, services, and content, including uncertainty as a result of less internet-friendly legal systems, local laws, lack of legal precedent, and varying rules, regulations, and practices regarding the physical and digital distribution of media products and enforcement of intellectual property rights; \u2022business licensing or certification requirements, such as for imports, exports, web services, and electronic devices; \u2022limitations on the repatriation and investment of funds and foreign currency exchange restrictions; \u2022limited fulfillment and technology infrastructure; \u2022shorter payable and longer receivable cycles and the resultant negative impact on cash flow; \u2022laws and regulations regarding privacy, data use, data protection, data security, data localization, network security, consumer protection, payments, advertising, and restrictions on pricing or discounts; \u2022lower levels of use of the internet; \u2022lower levels of consumer spending and fewer opportunities for growth compared to the U.S.; \u2022lower levels of credit card usage and increased payment risk; \u2022difficulty in staffing, developing, and managing foreign operations as a result of distance, language, and cultural differences; \u2022different employee/employer relationships and the existence of works councils and labor unions; \u2022compliance with the U.S. Foreign Corrupt Practices Act and other applicable U.S. and foreign laws prohibiting corrupt payments to government officials and other third parties; \u2022laws and policies of the U.S. and other jurisdictions affecting trade, foreign investment, loans, and taxes; and \u2022geopolitical events, including war and terrorism."}
-{"_id": "AMZN20230093", "title": "AMZN Our International Operations Expose Us to a Number of Risks", "text": "As international physical, e-commerce, and omnichannel retail, cloud services, and other services grow, competition will intensify, including through adoption of evolving business models. Local companies may have a substantial competitive advantage because of their greater understanding of, and focus on, the local customer, as well as their more established local brand names. The inability to hire, train, retain, and manage sufficient required personnel may limit our international growth."}
-{"_id": "AMZN20230095", "title": "AMZN Our International Operations Expose Us to a Number of Risks", "text": "The People\u2019s Republic of China (\u201cPRC\u201d) and India regulate Amazon\u2019s and its affiliates\u2019 businesses and operations in country through regulations and license requirements that may restrict (i) foreign investment in and operation of the internet, IT infrastructure, data centers, retail, delivery, and other sectors, (ii) internet content, and (iii) the sale of media and other products and services. For example, in order to meet local ownership, regulatory licensing, and cybersecurity requirements, we provide certain technology services in China through contractual relationships with third parties that hold PRC licenses to provide services. In India, the government restricts the ownership or control of Indian companies by foreign entities involved in online multi-brand retail trading activities. For www.amazon.in, we provide certain marketing tools and logistics services to third-party sellers to enable them to sell online and deliver to customers, and we hold an indirect minority interest in an entity that is a third-party seller on the www.amazon.in marketplace. Although we believe these structures and activities comply with existing laws, they involve unique risks, and the PRC and India may from time to time consider and implement additional changes in"}
-{"_id": "AMZN20230096", "title": "AMZN Our International Operations Expose Us to a Number of Risks", "text": "their regulatory, licensing, or other requirements that could impact these structures and activities. There are substantial uncertainties regarding the interpretation of PRC and Indian laws and regulations, and it is possible that these governments will ultimately take a view contrary to ours. In addition, our Chinese and Indian businesses and operations may be unable to continue to operate if we or our affiliates are unable to access sufficient funding or, in China, enforce contractual relationships we or our affiliates have in place. Violation of any existing or future PRC, Indian, or other laws or regulations or changes in the interpretations of those laws and regulations could result in our businesses in those countries being subject to fines and other financial penalties, having licenses revoked, or being forced to restructure our operations or shut down entirely."}
-{"_id": "AMZN20230097", "title": "AMZN Our International Operations Expose Us to a Number of Risks", "text": "In addition, because China-based sellers account for significant portions of our third-party seller services and advertising revenues, and China-based suppliers provide significant portions of our components and finished goods, regulatory and trade restrictions, data protection and cybersecurity laws, economic factors, geopolitical events, security issues, or other factors negatively impacting China-based sellers and suppliers could adversely affect our operating results."}
-{"_id": "AMZN20230098", "title": "AMZN Our International Operations Expose Us to a Number of Risks", "text": "The Variability in Our Retail Business Places Increased Strain on Our Operations"}
-{"_id": "AMZN20230099", "title": "AMZN Our International Operations Expose Us to a Number of Risks", "text": "Demand for our products and services can fluctuate significantly for many reasons, including as a result of seasonality, promotions, product launches, or unforeseeable events, such as in response to global economic conditions such as recessionary fears or rising inflation, natural or human-caused disasters (including public health crises) or extreme weather (including as a result of climate change), or geopolitical events. For example, we expect a disproportionate amount of our retail sales to occur during our fourth quarter. Our failure to stock or restock popular products in sufficient amounts such that we fail to meet customer demand could significantly affect our revenue and our future growth. When we overstock products, we may be required to take significant inventory markdowns or write-offs and incur commitment costs, which could materially reduce profitability. We regularly experience increases in our net shipping cost due to complimentary upgrades, split-shipments, and additional long-zone shipments necessary to ensure timely delivery for the holiday season. If too many customers access our websites within a short period of time due to increased demand, we may experience system interruptions that make our websites unavailable or prevent us from efficiently fulfilling orders, which may reduce the volume of goods we offer or sell and the attractiveness of our products and services. In addition, we may be unable to adequately staff our fulfillment network and customer service centers during these peak periods and delivery and other fulfillment companies and customer service co-sourcers may be unable to meet the seasonal demand. Risks described elsewhere in this Item 1A relating to fulfillment network optimization and inventory are magnified during periods of high demand."}
-{"_id": "AMZN20230100", "title": "AMZN Our International Operations Expose Us to a Number of Risks", "text": "As a result of holiday sales, as of December 31 of each year, our cash, cash equivalents, and marketable securities balances typically reach their highest level (other than as a result of cash flows provided by or used in investing and financing activities) because consumers primarily use credit cards in our stores and the related receivables settle quickly. Typically, there is also a corresponding increase in accounts payable as of December 31 due to inventory purchases and third-party seller sales. Our accounts payable balance generally declines during the first three months of the year as vendors and sellers are paid, resulting in a corresponding decline in our cash, cash equivalents, and marketable securities balances."}
-{"_id": "AMZN20230102", "title": "AMZN We Are Impacted by Fraudulent or Unlawful Activities of Sellers", "text": "The law relating to the liability of online service providers is currently unsettled. In addition, governmental agencies have in the past and could in the future require changes in the way this business is conducted. Under our seller programs, we maintain policies and processes designed to prevent sellers from collecting payments, fraudulently or otherwise, when buyers never receive the products they ordered or when the products received are materially different from the sellers\u2019 descriptions, and to prevent sellers in our stores or through other stores from selling unlawful, counterfeit, pirated, or stolen goods, selling goods in an unlawful or unethical manner, violating the proprietary rights of others, or otherwise violating our policies. When these policies and processes are circumvented or fail to operate sufficiently, it can harm our business or damage our reputation and we could face civil or criminal liability for unlawful activities by our sellers. Under our A-to-z Guarantee, we may reimburse customers for payments up to certain limits in these situations, and as our third-party seller sales grow, the cost of this program will increase and could negatively affect our operating results."}
-{"_id": "AMZN20230103", "title": "AMZN We Are Impacted by Fraudulent or Unlawful Activities of Sellers", "text": "We Face Risks Related to Adequately Protecting Our Intellectual Property Rights and Being Accused of Infringing Intellectual Property Rights of Third Parties"}
-{"_id": "AMZN20230105", "title": "AMZN We Are Impacted by Fraudulent or Unlawful Activities of Sellers", "text": "We regard our trademarks, service marks, copyrights, patents, trade dress, trade secrets, proprietary technology, and similar intellectual property as critical to our success, and we rely on trademark, copyright, and patent law, trade secret protection, and confidentiality and/or license agreements with our employees, customers, and others to protect our proprietary rights. Effective intellectual property protection is not available in every country in which our products and services are made available. We also may not be able to acquire or maintain appropriate domain names in all countries in which we do business. Furthermore, regulations governing domain names may not protect our trademarks and similar proprietary rights. We may be"}
-{"_id": "AMZN20230106", "title": "AMZN We Are Impacted by Fraudulent or Unlawful Activities of Sellers", "text": "unable to prevent third parties from acquiring domain names that are similar to, infringe upon, or diminish the value of our trademarks and other proprietary rights."}
-{"_id": "AMZN20230107", "title": "AMZN We Are Impacted by Fraudulent or Unlawful Activities of Sellers", "text": "We are not always able to discover or determine the extent of any unauthorized use of our proprietary rights. Actions taken by third parties that license our proprietary rights may materially diminish the value of our proprietary rights or reputation. The protection of our intellectual property requires the expenditure of significant financial and managerial resources. Moreover, the steps we take to protect our intellectual property do not always adequately protect our rights or prevent third parties from infringing or misappropriating our proprietary rights. We also cannot be certain that others will not independently develop or otherwise acquire equivalent or superior technology or other intellectual property rights."}
-{"_id": "AMZN20230108", "title": "AMZN We Are Impacted by Fraudulent or Unlawful Activities of Sellers", "text": "We have been subject to, and expect to continue to be subject to, claims and legal proceedings regarding alleged infringement by us of the intellectual property rights of third parties. Such claims, whether or not meritorious, have in the past, and may in the future, result in the expenditure of significant financial and managerial resources, injunctions against us, or significant payments for damages, including to satisfy indemnification obligations or to obtain licenses from third parties who allege that we have infringed their rights. Such licenses may not be available on terms acceptable to us or at all. These risks have been amplified by the increase in third parties whose sole or primary business is to assert such claims. In addition, our and our customers\u2019 use of artificial intelligence may result in increased claims of infringement or other claims, including those based on unauthorized use of third-party technology or content."}
-{"_id": "AMZN20230109", "title": "AMZN We Are Impacted by Fraudulent or Unlawful Activities of Sellers", "text": "Our digital content offerings depend in part on effective digital rights management technology to control access to digital content. Breach or malfunctioning of the digital rights management technology that we use could subject us to claims, and content providers may be unwilling to include their content in our service."}
-{"_id": "AMZN20230111", "title": "AMZN We Have Foreign Exchange Risk", "text": "The results of operations of, and certain of our intercompany balances associated with, our international stores and product and service offerings are exposed to foreign exchange rate fluctuations. Due to these fluctuations, operating results may differ materially from expectations, and we may record significant gains or losses on the remeasurement of intercompany balances. As we have expanded our international operations, our exposure to exchange rate fluctuations has increased. We also hold cash equivalents and/or marketable securities in foreign currencies such as British Pounds, Canadian Dollars, Euros, and Japanese Yen. When the U.S. Dollar strengthens compared to these currencies, cash equivalents, and marketable securities balances, when translated, may be materially less than expected and vice versa."}
-{"_id": "AMZN20230113", "title": "AMZN Operating Risks", "text": "Our Expansion Places a Significant Strain on our Management, Operational, Financial, and Other Resources"}
-{"_id": "AMZN20230114", "title": "AMZN Operating Risks", "text": "We are continuing to rapidly and significantly expand our global operations, including increasing our product and service offerings and scaling our infrastructure to support our retail and services businesses. The complexity of the current scale of our business can place significant strain on our management, personnel, operations, systems, technical performance, financial resources, and internal financial control and reporting functions, and our expansion increases these factors. Failure to manage growth effectively could damage our reputation, limit our growth, and negatively affect our operating results."}
-{"_id": "AMZN20230115", "title": "AMZN Operating Risks", "text": "We Experience Significant Fluctuations in Our Operating Results and Growth Rate"}
-{"_id": "AMZN20230116", "title": "AMZN Operating Risks", "text": "We are not always able to accurately forecast our growth rate. We base our expense levels and investment plans on sales estimates. A significant portion of our expenses and investments is fixed, and we are not always able to adjust our spending quickly enough if our sales are less than expected."}
-{"_id": "AMZN20230117", "title": "AMZN Operating Risks", "text": "Our revenue growth may not be sustainable, and our percentage growth rates may decrease. Our revenue and operating profit growth depends on the continued growth of demand for the products and services offered by us or our sellers, and our business is affected by, among other things, general economic, business, and geopolitical conditions worldwide. A softening of demand, whether caused by changes in customer preferences or a weakening of the U.S. or global economies, may result in decreased revenue or growth."}
-{"_id": "AMZN20230142", "title": "AMZN Operating Risks", "text": "Our sales and operating results will also fluctuate for many other reasons, including due to factors described elsewhere in this section and the following: \u2022our ability to retain and increase sales to existing customers, attract new customers, and satisfy our customers\u2019 demands; \u2022our ability to retain and expand our network of sellers; \u2022our ability to offer products on favorable terms, manage inventory, and fulfill orders; \u2022the introduction of competitive stores, websites, products, services, price decreases, or improvements; \u2022changes in usage or adoption rates of the internet, e-commerce, electronic devices, and web services, including outside the U.S.; \u2022timing, effectiveness, and costs of expansion and upgrades of our systems and infrastructure; \u2022the success of our geographic, service, and product line expansions; \u2022the extent to which we finance, and the terms of any such financing for, our current operations and future growth; \u2022the outcomes of legal proceedings and claims, which may include significant monetary damages or injunctive relief and could have a material adverse impact on our operating results; \u2022variations in the mix of products and services we sell; \u2022variations in our level of merchandise and vendor returns; \u2022the extent to which we offer fast and free delivery, continue to reduce prices worldwide, and provide additional benefits to our customers; \u2022factors affecting our reputation or brand image (including any actual or perceived inability to achieve our goals or commitments, whether related to sustainability, customers, employees, or other topics), and public perceptions regarding social or ethical issues related to our development and use of artificial intelligence and machine learning technologies, products, and services; \u2022the extent to which we invest in technology and infrastructure, fulfillment, and other expense categories; \u2022availability of and increases in the prices of transportation (including fuel), resources such as land, water, and energy, commodities like paper and packing supplies and hardware products, and technology infrastructure products, including as a result of inflationary pressures; \u2022constrained labor markets, which increase our payroll costs; \u2022the extent to which operators of the networks between our customers and our stores successfully charge fees to grant our customers unimpaired and unconstrained access to our online services; \u2022our ability to collect amounts owed to us when they become due; \u2022the extent to which new and existing technologies, or industry trends, restrict online advertising or affect our ability to customize advertising or otherwise tailor our product and service offerings; \u2022the extent to which use of our services is affected by spyware, viruses, phishing and other spam emails, denial of service attacks, data theft, computer intrusions, outages, and similar events; \u2022the extent to which we fail to maintain our unique culture of innovation, customer obsession, and long-term thinking, which has been critical to our growth and success; \u2022disruptions from natural or human-caused disasters (including public health crises) or extreme weather (including as a result of climate change), geopolitical events and security issues (including terrorist attacks, armed hostilities, and political conflicts, including those involving China), labor or trade disputes (including restrictive governmental actions impacting us, our customers, and our third-party sellers and suppliers in China or other foreign countries), and similar events; and \u2022potential negative impacts of climate change, including: increased operating costs due to more frequent extreme weather events or climate-related changes, such as rising temperatures and water scarcity; increased investment requirements associated with the transition to a low-carbon economy; decreased demand for our products and services as a result of changes in customer behavior; increased compliance costs due to more extensive and global regulations and third-party requirements; and reputational damage resulting from perceptions of our environmental impact."}
-{"_id": "AMZN20230143", "title": "AMZN Operating Risks", "text": "We Face Risks Related to Successfully Optimizing and Operating Our Fulfillment Network and Data Centers"}
-{"_id": "AMZN20230145", "title": "AMZN Operating Risks", "text": "Failures to adequately predict customer demand and consumer spending patterns or otherwise optimize and operate our fulfillment network and data centers successfully from time to time result in excess or insufficient fulfillment or data center capacity, service interruptions, increased costs, and impairment charges, any of which could materially harm our business. As we continue to add fulfillment and data center capability or add new businesses with different requirements, our fulfillment and data center networks become increasingly complex and operating them becomes more challenging. There can be no assurance that we will be able to operate our networks effectively."}
-{"_id": "AMZN20230146", "title": "AMZN Operating Risks", "text": "In addition, failure to optimize inventory management or staffing in our fulfillment network increases our net shipping cost by increasing the distance products are shipped and reducing the number of units per shipment or delivery. We and our co-sourcers may be unable to adequately staff our fulfillment network and customer service centers. For example, productivity across our fulfillment network is affected by regional labor market constraints, which increase payroll costs and make it difficult to hire, train, and deploy a sufficient number of people to operate our fulfillment network as efficiently as we would like."}
-{"_id": "AMZN20230147", "title": "AMZN Operating Risks", "text": "Under some of our commercial agreements, we maintain the inventory of other companies, thereby increasing the complexity of tracking inventory and operating our fulfillment network. Our failure to adequately predict seller demand for storage or to properly handle such inventory or the inability of the other businesses on whose behalf we perform inventory fulfillment services to accurately forecast product demand may result in us being unable to secure sufficient storage space or to optimize our fulfillment network or cause other unexpected costs and other harm to our business and reputation."}
-{"_id": "AMZN20230148", "title": "AMZN Operating Risks", "text": "We rely on a limited number of shipping companies to deliver inventory to us and completed orders to our customers. An inability to negotiate acceptable terms with these companies or performance problems, staffing limitations, or other difficulties experienced by these companies or by our own transportation systems, including as a result of labor market constraints and related costs, could negatively impact our operating results and customer experience. In addition, our ability to receive inbound inventory efficiently and ship completed orders to customers also may be negatively affected by natural or human-caused disasters (including public health crises) or extreme weather (including as a result of climate change), geopolitical events and security issues, labor or trade disputes, and similar events."}
-{"_id": "AMZN20230149", "title": "AMZN Operating Risks", "text": "We Could Be Harmed by Data Loss or Other Security Breaches"}
-{"_id": "AMZN20230150", "title": "AMZN Operating Risks", "text": "Because we collect, process, store, and transmit large amounts of data, including confidential, classified, sensitive, proprietary, and business and personal information, failure to prevent or mitigate data loss, theft, misuse, unauthorized access, or other security breaches or vulnerabilities affecting our or our vendors\u2019 or customers\u2019 technology, products, and systems, could: expose us or our customers to a risk of loss, disclosure, or misuse of such information; adversely affect our operating results; result in litigation, liability, or regulatory action (including under laws related to privacy, data use, data protection, data security, network security, and consumer protection); deter customers or sellers from using our stores, products, and services; and otherwise harm our business and reputation. We use third-party technology and systems for a variety of reasons, including, without limitation, encryption and authentication technology, employee email, content delivery to customers, back-office support, and other functions. Some of our systems have experienced past security breaches, and, although they did not have a material adverse effect on our operating results, there can be no assurance that future incidents will not have material adverse effects on our operations or financial results. Although we have developed systems and processes that are designed to protect customer data and prevent such incidents, including systems and processes designed to reduce the impact of a security breach at a third-party vendor or customer, such measures cannot provide absolute security and may fail to operate as intended or be circumvented."}
-{"_id": "AMZN20230151", "title": "AMZN Operating Risks", "text": "We Face Risks Related to System Interruption and Lack of Redundancy"}
-{"_id": "AMZN20230152", "title": "AMZN Operating Risks", "text": "We experience occasional system interruptions and delays that make our websites and services unavailable or slow to respond and prevent us from efficiently accepting or fulfilling orders or providing services to customers and third parties, which may reduce our net sales and the attractiveness of our products and services. Steps we take to add software and hardware, upgrade our systems and network infrastructure, and improve the stability and efficiency of our systems may not be sufficient to avoid system interruptions or delays that could adversely affect our operating results."}
-{"_id": "AMZN20230153", "title": "AMZN Operating Risks", "text": "Our computer and communications systems and operations in the past have been, or in the future could be, damaged or interrupted due to events such as natural or human-caused disasters (including public health crises) or extreme weather (including as a result of climate change), geopolitical events and security issues (including terrorist attacks and armed hostilities), computer viruses, physical or electronic break-ins, operational failures (including from energy shortages), and similar events or disruptions. Any of these events could cause system interruption, delays, and loss of critical data, and could prevent us from accepting and fulfilling customer orders and providing services, which could make our product and service offerings less attractive and subject us to liability. Our systems are not fully redundant and our disaster recovery planning may not be sufficient. In addition, our insurance may not provide sufficient coverage to compensate for related losses. Any of these events could damage our reputation and be expensive to remedy."}
-{"_id": "AMZN20230154", "title": "AMZN Operating Risks", "text": "The Loss of Key Senior Management Personnel or the Failure to Hire and Retain Highly Skilled and Other Personnel Could Negatively Affect Our Business"}
-{"_id": "AMZN20230156", "title": "AMZN Operating Risks", "text": "We depend on our senior management and other key personnel, including our President and CEO. We do not have \u201ckey person\u201d life insurance policies. We also rely on other highly skilled personnel. Competition for qualified personnel in the industries in which we operate, as well as senior management, has historically been intense. For example, we experience"}
-{"_id": "AMZN20230157", "title": "AMZN Operating Risks", "text": "significant competition in the technology industry, particularly for software engineers, computer scientists, and other technical staff. In addition, changes we make to our current and future work environments may not meet the needs or expectations of our employees or may be perceived as less favorable compared to other companies\u2019 policies, which could negatively impact our ability to hire and retain qualified personnel. The loss of any of our executive officers or other key employees, the failure to successfully transition key roles, or the inability to hire, train, retain, and manage qualified personnel, could harm our business."}
-{"_id": "AMZN20230158", "title": "AMZN Operating Risks", "text": "We also rely on a significant number of personnel to operate our stores, fulfillment network, and data centers and carry out our other operations. Failure to successfully hire, train, manage, and retain sufficient personnel to meet our needs can strain our operations, increase payroll and other costs, and harm our business and reputation. In addition, changes in laws and regulations applicable to employees, independent contractors, and temporary personnel could increase our payroll costs, decrease our operational flexibility, and negatively impact how we are able to staff our operations and supplement our workforce."}
-{"_id": "AMZN20230159", "title": "AMZN Operating Risks", "text": "We are also subject to labor union efforts to organize groups of our employees from time to time. These organizational efforts, if successful, decrease our operational flexibility, which could adversely affect our operating efficiency. In addition, our response to any organizational efforts could be perceived negatively and harm our business and reputation."}
-{"_id": "AMZN20230161", "title": "AMZN Our Supplier Relationships Subject Us to a Number of Risks", "text": "We have significant suppliers, including content and technology licensors, and in some cases, limited or single-sources of supply, that are important to our sourcing, services, manufacturing, and any related ongoing servicing of merchandise and content. We do not have long-term arrangements with most of our suppliers to guarantee availability of merchandise, content, components, or services, particular payment terms, or the extension of credit limits. Decisions by our current suppliers to limit or stop selling or licensing merchandise, content, components, or services to us on acceptable terms, or delay delivery, including as a result of one or more supplier bankruptcies due to poor economic conditions, as a result of natural or human-caused disasters (including public health crises) or geopolitical events, or for other reasons, may result in our being unable to procure alternatives from other suppliers in a timely and efficient manner and on acceptable terms, or at all. For example, we rely on a limited group of suppliers for semiconductor products, including products related to artificial intelligence infrastructure such as graphics processing units. Constraints on the availability of these products could adversely affect our ability to develop and operate artificial intelligence technologies, products, or services. In addition, violations by our suppliers or other vendors of applicable laws, regulations, contractual terms, intellectual property rights of others, or our Supply Chain Standards, as well as products or practices regarded as unethical, unsafe, or hazardous, could expose us to claims, damage our reputation, limit our growth, and negatively affect our operating results."}
-{"_id": "AMZN20230162", "title": "AMZN Our Supplier Relationships Subject Us to a Number of Risks", "text": "Our Commercial Agreements, Strategic Alliances, and Other Business Relationships Expose Us to Risks"}
-{"_id": "AMZN20230163", "title": "AMZN Our Supplier Relationships Subject Us to a Number of Risks", "text": "We provide physical, e-commerce, and omnichannel retail, cloud services, and other services to businesses through commercial agreements, strategic alliances, and business relationships. Under these agreements, we provide web services, technology, fulfillment, computing, digital storage, and other services, as well as enable sellers to offer products or services through our stores. These arrangements are complex and require substantial infrastructure capacity, personnel, and other resource commitments, which may limit the amount of business we can service. We may not be able to implement, maintain, and develop the components of these commercial relationships, which may include web services, fulfillment, customer service, inventory management, tax collection, payment processing, hardware, content, and third-party software, and engaging third parties to perform services. The amount of compensation we receive under certain of our commercial agreements is partially dependent on the volume of the other company\u2019s sales. Therefore, when the other company\u2019s offerings are not successful, the compensation we receive may be lower than expected or the agreement may be terminated. Moreover, we may not be able to enter into additional or alternative commercial relationships and strategic alliances on favorable terms. We also may be subject to claims from businesses to which we provide these services if we are unsuccessful in implementing, maintaining, or developing these services."}
-{"_id": "AMZN20230164", "title": "AMZN Our Supplier Relationships Subject Us to a Number of Risks", "text": "As our agreements terminate, we may be unable to renew or replace these agreements on comparable terms, or at all. We may in the future enter into amendments on less favorable terms or encounter parties that have difficulty meeting their contractual obligations to us, which could adversely affect our operating results."}
-{"_id": "AMZN20230170", "title": "AMZN Our Supplier Relationships Subject Us to a Number of Risks", "text": "Our present and future commercial agreements, strategic alliances, and business relationships create additional risks such as: \u2022disruption of our ongoing business, including loss of management focus on existing businesses; \u2022impairment of other relationships; \u2022variability in revenue and income from entering into, amending, or terminating such agreements or relationships; and \u2022difficulty integrating under the commercial agreements."}
-{"_id": "AMZN20230171", "title": "AMZN Our Supplier Relationships Subject Us to a Number of Risks", "text": "Our Business Suffers When We Are Unsuccessful in Making, Integrating, and Maintaining Acquisitions and Investments"}
-{"_id": "AMZN20230186", "title": "AMZN Our Supplier Relationships Subject Us to a Number of Risks", "text": "We have acquired and invested in a number of companies, and we may in the future acquire or invest in or enter into joint ventures with additional companies. These transactions involve risks such as: \u2022disruption of our ongoing business, including loss of management focus on existing businesses; \u2022problems retaining key personnel; \u2022additional operating losses and expenses of the businesses we acquired or in which we invested; \u2022the potential impairment of tangible and intangible assets and goodwill, including as a result of acquisitions; \u2022the potential impairment of customer and other relationships of the company we acquired or in which we invested or our own customers as a result of any integration of operations; \u2022the difficulty of completing such transactions, including obtaining regulatory approvals or satisfying other closing conditions, and achieving anticipated benefits within expected timeframes, or at all; \u2022the difficulty of incorporating acquired operations, technology, and rights into our offerings, and unanticipated expenses related to such integration; \u2022the difficulty of integrating a new company\u2019s accounting, financial reporting, management, information and data security, human resource, and other administrative systems to permit effective management, and the lack of control if such integration is delayed or not successfully implemented; \u2022losses we may incur as a result of declines in the value of an investment or as a result of incorporating an investee\u2019s financial performance into our financial results; \u2022for investments in which an investee\u2019s financial performance is incorporated into our financial results, either in full or in part, or investments for which we are required to file financial statements or provide financial information, the dependence on the investee\u2019s accounting, financial reporting, and similar systems, controls, and processes; \u2022the difficulty of implementing at companies we acquire the controls, procedures, and policies appropriate for a larger public company; \u2022the risks associated with businesses we acquire or invest in, which may differ from or be more significant than the risks our other businesses face; \u2022potential unknown liabilities associated with a company we acquire or in which we invest; and \u2022for foreign transactions, additional risks related to the integration of operations across different cultures and languages, and the economic, political, and regulatory risks associated with specific countries."}
-{"_id": "AMZN20230187", "title": "AMZN Our Supplier Relationships Subject Us to a Number of Risks", "text": "As a result of future acquisitions or mergers, we might need to issue additional equity securities, spend our cash, or incur debt, contingent liabilities, or amortization expenses related to intangible assets, any of which could reduce our profitability and harm our business or only be available on unfavorable terms, if at all. In addition, valuations supporting our acquisitions and strategic investments could change rapidly. We could determine that such valuations have experienced impairments or other-than-temporary declines in fair value which could adversely impact our financial results."}
-{"_id": "AMZN20230189", "title": "AMZN We Face Significant Inventory Risk", "text": "In addition to risks described elsewhere in this Item 1A relating to fulfillment network and inventory optimization by us and third parties, we are exposed to significant inventory risks that may adversely affect our operating results as a result of seasonality, new product launches, rapid changes in product cycles and pricing, defective merchandise, changes in customer demand and consumer spending patterns, changes in consumer tastes with respect to our products, spoilage, and other factors. We endeavor to accurately predict these trends and avoid overstocking or understocking products we manufacture and/or sell. Demand for products, however, can change significantly between the time inventory or components are ordered and the date of sale. In addition, when we begin selling or manufacturing a new product or offering a new service, it may be difficult to establish vendor relationships, determine appropriate product or component selection, and accurately forecast demand. The acquisition of certain types of inventory or components requires significant lead-time and prepayment and they may not be returnable. We carry a broad selection and significant inventory levels of certain products, such as consumer electronics, and at times we are unable to sell products in sufficient quantities or to meet demand during the relevant selling seasons. Any one of the inventory risk factors set forth above may adversely affect our operating results."}
-{"_id": "AMZN20230192", "title": "AMZN We Are Subject to Payments-Related Risks", "text": "We accept payments using a variety of methods, including credit card, debit card, credit accounts (including promotional financing), gift cards, direct debit from a customer\u2019s bank account, consumer invoicing, physical bank check, and payment"}
-{"_id": "AMZN20230193", "title": "AMZN We Are Subject to Payments-Related Risks", "text": "upon delivery. For existing and future payment options we offer to our customers, we currently are subject to, and may become subject to additional, regulations and compliance requirements (including obligations to implement enhanced authentication processes that could result in significant costs and reduce the ease of use of our payments products), as well as fraud. For certain payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lower profitability. We rely on third parties to provide certain Amazon-branded payment methods and payment processing services, including the processing of credit cards, debit cards, electronic checks, and promotional financing. In each case, it could disrupt our business if these companies become unwilling or unable to provide these services to us. We also offer co-branded credit card programs, which could adversely affect our operating results if renewed on less favorable terms or terminated. We are also subject to payment card association operating rules, including data security rules, certification requirements, and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. Failure to comply with these rules or requirements, as well as any breach, compromise, or failure to otherwise detect or prevent fraudulent activity involving our data security systems, could result in our being liable for card issuing banks\u2019 costs, subject to fines and higher transaction fees, and loss of our ability to accept credit and debit card payments from our customers, process electronic funds transfers, or facilitate other types of online payments, and our business and operating results could be adversely affected."}
-{"_id": "AMZN20230194", "title": "AMZN We Are Subject to Payments-Related Risks", "text": "In addition, we provide regulated services in certain jurisdictions because we enable customers to keep account balances with us and transfer money to third parties, and because we provide services to third parties to facilitate payments on their behalf. Jurisdictions subject us to requirements for licensing, regulatory inspection, bonding and capital maintenance, the use, handling, and segregation of transferred funds, consumer disclosures, maintaining or processing data, and authentication. We are also subject to or voluntarily comply with a number of other laws and regulations relating to payments, money laundering, international money transfers, privacy, data use, data protection, data security, data localization, network security, consumer protection, and electronic fund transfers. If we were found to be in violation of applicable laws or regulations, we could be subject to additional requirements and civil and criminal penalties, or forced to cease providing certain services."}
-{"_id": "AMZN20230195", "title": "AMZN We Are Subject to Payments-Related Risks", "text": "We Have a Rapidly Evolving Business Model and Our Stock Price Is Highly Volatile"}
-{"_id": "AMZN20230205", "title": "AMZN We Are Subject to Payments-Related Risks", "text": "We have a rapidly evolving business model. The trading price of our common stock fluctuates significantly in response to, among other risks, the risks described elsewhere in this Item 1A, as well as: \u2022changes in interest rates; \u2022conditions or trends in the internet and the industry segments we operate in; \u2022quarterly variations in operating results; \u2022fluctuations in the stock market in general and market prices for internet-related companies in particular; \u2022changes in financial estimates by us or decisions to increase or decrease future spending or investment levels; \u2022changes in financial estimates and recommendations by securities analysts; \u2022changes in our capital structure, including issuance of additional debt or equity to the public; \u2022changes in the valuation methodology of, or performance by, other e-commerce or technology companies; and \u2022transactions in our common stock by major investors and certain analyst reports, news, and speculation."}
-{"_id": "AMZN20230206", "title": "AMZN We Are Subject to Payments-Related Risks", "text": "Volatility in our stock price could adversely affect our business and financing opportunities and force us to increase our cash compensation to employees or grant larger stock awards than we have historically, which could hurt our operating results or reduce the percentage ownership of our existing stockholders, or both."}
-{"_id": "AMZN20230208", "title": "AMZN Legal and Regulatory Risks", "text": "Government Regulation Is Evolving and Unfavorable Changes Could Harm Our Business"}
-{"_id": "AMZN20230210", "title": "AMZN Legal and Regulatory Risks", "text": "We are subject to general business regulations and laws, as well as regulations and laws specifically governing the internet, physical, e-commerce, and omnichannel retail, digital content, web services, electronic devices, advertising, artificial intelligence technologies and services, and other products and services that we offer or sell. These regulations and laws cover taxation, privacy, data use, data protection, data security, data localization, network security, consumer protection, pricing, content, copyrights, distribution, transportation, mobile communications, electronic device certification, electronic waste, energy consumption, environmental and climate-related regulation, electronic contracts and other communications, competition, employment, trade and protectionist measures, web services, the provision of online payment services, registration, licensing, and information reporting requirements, unencumbered internet access to our services or access to our facilities, the design and operation of websites, health, safety, and sanitation standards, the characteristics, legality, and quality of products and services, product labeling, the commercial operation of unmanned aircraft systems, healthcare, and other matters. It is not clear how"}
-{"_id": "AMZN20230211", "title": "AMZN Legal and Regulatory Risks", "text": "existing laws governing issues such as property ownership, libel, privacy, data use, data protection, data security, data localization, network security, and consumer protection apply to aspects of our operations such as the internet, e-commerce, digital content, web services, electronic devices, advertising, and artificial intelligence technologies and services. A large number of jurisdictions regulate our operations, and the extent, nature, and scope of such regulations is evolving and expanding as the scope of our businesses expand. We are regularly subject to formal and informal reviews, investigations, and other proceedings by governments and regulatory authorities under existing laws, regulations, or interpretations or pursuing new and novel approaches to regulate our operations. For example, we face a number of open investigations based on claims that aspects of our operations infringe competition rules, including aspects of Amazon\u2019s operation of its stores including its fulfillment network, Amazon\u2019s acquisitions, and certain aspects of AWS\u2019s offering of cloud services. We strongly dispute these claims and intend to defend ourselves vigorously in these investigations. Similarly, we face investigations under a growing patchwork of laws and regulations governing the collection, use, and disclosure of data, the interpretation of which continues to evolve, leading to uncertainty about how regulators will view our privacy practices. In addition, regulators and lawmakers are increasingly focused on controlling additional aspects of the operations of technology companies and companies they have characterized to be online \u201cgatekeepers\u201d through the application of existing regulations and laws and the adoption of new regulations and laws, which increases our compliance costs and limits the operation of our business. Unfavorable regulations, laws, decisions, or interpretations by government or regulatory authorities applying those laws and regulations, or inquiries, investigations, or enforcement actions threatened or initiated by them, could cause us to incur substantial costs, expose us to unanticipated civil and criminal liability or penalties (including substantial monetary fines), diminish the demand for, or availability of, our products and services, increase our cost of doing business, require us to change our business practices in a manner materially adverse to our business, damage our reputation, impede our growth, or otherwise have a material effect on our operations. The media, political, and regulatory scrutiny we face, which may continue to increase, amplifies these risks."}
-{"_id": "AMZN20230212", "title": "AMZN Legal and Regulatory Risks", "text": "Claims, Litigation, Government Investigations, and Other Proceedings May Adversely Affect Our Business and Results of Operations"}
-{"_id": "AMZN20230213", "title": "AMZN Legal and Regulatory Risks", "text": "As an innovative company offering a wide range of consumer and business products and services around the world, we are regularly subject to actual and threatened claims, litigation, reviews, investigations, and other proceedings, including proceedings by governments and regulatory authorities, involving a wide range of issues, including patent and other intellectual property matters, taxes, labor and employment (including the characterization of delivery drivers), competition and antitrust, privacy, data use, data protection, data security, data localization, network security, consumer protection, commercial disputes, goods and services offered by us and by third parties (including artificial intelligence technologies and services), and other matters. The number and scale of these proceedings have increased over time as our businesses have expanded in scope and geographic reach, as our products, services, and operations have become more complex and available to, and used by, more people, and as governments and regulatory authorities seek to regulate us on a pre-emptive basis. For example, we are litigating a number of matters alleging price fixing, monopolization, and consumer protection claims, including those brought by state attorneys general and the Federal Trade Commission. Any of these types of proceedings can have an adverse effect on us because of legal costs, disruption of our operations, diversion of management resources, negative publicity, and other factors. The outcomes of these matters are inherently unpredictable and subject to significant uncertainties. Determining legal reserves or possible losses from such matters involves judgment and may not reflect the full range of uncertainties and unpredictable outcomes. Until the final resolution of such matters, we may be exposed to losses in excess of the amount recorded, and such amounts could be material. Should any of our estimates and assumptions change or prove to have been incorrect, it could have a material effect on our business, consolidated financial position, results of operations, or cash flows. In addition, it is possible that a resolution of one or more such proceedings, including as a result of a settlement, could involve licenses, sanctions, consent decrees, or orders requiring us to make substantial future payments, preventing us from offering certain products or services, requiring us to change our business practices in a manner materially adverse to our business, requiring development of non-infringing or otherwise altered products or technologies, damaging our reputation, or otherwise having a material effect on our operations."}
-{"_id": "AMZN20230214", "title": "AMZN Legal and Regulatory Risks", "text": "We Are Subject to Product Liability Claims When People or Property Are Harmed by the Products We Sell or Manufacture"}
-{"_id": "AMZN20230216", "title": "AMZN Legal and Regulatory Risks", "text": "Some of the products we sell or manufacture expose us to product liability or food safety claims relating to personal injury or illness, death, or environmental or property damage, and can require product recalls or other actions. Third parties who sell products using our services and stores also expose us to product liability claims. Additionally, under our A-to-z Guarantee, we may reimburse customers for certain product liability claims up to certain limits in these situations, and as our third-party seller sales grow, the cost of this program will increase and could negatively affect our operating results. Although we maintain liability insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. Although we impose contractual terms on sellers that are intended to prohibit sales of certain type of products, we may not be able to detect, enforce, or collect sufficient damages for"}
-{"_id": "AMZN20230217", "title": "AMZN Legal and Regulatory Risks", "text": "breaches of such agreements. In addition, some of our agreements with our vendors and sellers do not indemnify us from product liability."}
-{"_id": "AMZN20230219", "title": "AMZN We Face Additional Tax Liabilities and Collection Obligations", "text": "We are subject to a variety of taxes and tax collection obligations in the U.S. (federal and state) and numerous foreign jurisdictions. We may recognize additional tax expense and be subject to additional tax liabilities, including other liabilities for tax collection obligations due to changes in laws, regulations, administrative practices, principles, and interpretations related to tax, including changes to the global tax framework, competition, and other laws and accounting rules in various jurisdictions. Such changes could come about as a result of economic, political, and other conditions. An increasing number of jurisdictions are considering or have adopted laws or administrative practices that impose new tax measures, including revenue-based taxes, targeting online commerce and the remote selling of goods and services. These include new obligations to withhold or collect sales, consumption, value added, or other taxes on online marketplaces and remote sellers, or other requirements that may result in liability for third party obligations. For example, non-U.S. jurisdictions have proposed or enacted taxes on online advertising and marketplace service revenues. Proliferation of these or similar unilateral tax measures may continue unless broader international tax reform is implemented. In addition, the European Union and other countries (including those in which we operate) have enacted or have committed to enact global minimum taxes, which may increase our tax expense in future years."}
-{"_id": "AMZN20230220", "title": "AMZN We Face Additional Tax Liabilities and Collection Obligations", "text": "Our results of operations and cash flows could be adversely affected by additional taxes imposed on us prospectively or retroactively or additional taxes or penalties resulting from the failure to comply with any collection obligations or failure to provide information about our customers, suppliers, and other third parties for tax reporting purposes to various government agencies. In some cases we also may not have sufficient notice to enable us to build systems and adopt processes to properly comply with new reporting or collection obligations by the effective date."}
-{"_id": "AMZN20230221", "title": "AMZN We Face Additional Tax Liabilities and Collection Obligations", "text": "Our tax expense and liabilities are also affected by other factors, such as changes in our business operations, acquisitions, investments, entry into new businesses and geographies, intercompany transactions, the relative amount of our foreign earnings, losses incurred in jurisdictions for which we are not able to realize related tax benefits, the applicability of special or extraterritorial tax regimes, changes in foreign exchange rates, changes in our stock price, changes to our forecasts of income and loss and the mix of jurisdictions to which they relate, and changes in our tax assets and liabilities and their valuation. In the ordinary course of our business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Significant judgment is required in evaluating and estimating our tax expense, assets, and liabilities."}
-{"_id": "AMZN20230222", "title": "AMZN We Face Additional Tax Liabilities and Collection Obligations", "text": "We are also subject to tax controversies in various jurisdictions that can result in tax assessments against us. Developments in an audit, investigation, or other tax controversy can have a material effect on our operating results or cash flows in the period or periods for which that development occurs, as well as for prior and subsequent periods. Due to the inherent complexity and uncertainty of these matters, interpretations of certain tax laws by authorities, and judicial, administrative, and regulatory processes in certain jurisdictions, the final outcome of any such controversy may be materially different from our expectations. For example, the Indian tax authority has asserted that tax applies to cloud services fees paid to Amazon in the U.S. We are contesting this position; however, if this matter is adversely resolved, we may be required to pay additional amounts with respect to current and prior periods and our taxes in the future could increase. We regularly assess the likelihood of an adverse outcome resulting from these proceedings to determine the adequacy of our tax accruals. Although we believe our tax estimates are reasonable, the final outcome of audits, investigations, and any other tax controversies could be materially different from our historical tax accruals."}
-{"_id": "AMZN20230223", "title": "AMZN We Face Additional Tax Liabilities and Collection Obligations", "text": "We Are Subject to Risks Related to Government Contracts and Related Procurement Regulations"}
-{"_id": "AMZN20230224", "title": "AMZN We Face Additional Tax Liabilities and Collection Obligations", "text": "Our contracts with U.S., as well as state, local, and foreign, government entities are subject to various procurement regulations and other requirements relating to their formation, administration, and performance. We are subject to audits and investigations relating to our government contracts, and any violations could result in various civil and criminal penalties and administrative sanctions, including termination of contract, refunding or suspending of payments, forfeiture of profits, payment of fines, and suspension or debarment from future government business. In addition, some of these contracts are subject to periodic funding approval and/or provide for termination by the government at any time, without cause."}
-{"_id": "AMZN20230226", "title": "AMZN Unresolved Staff Comments", "text": "None."}
-{"_id": "AMZN20230229", "title": "AMZN Cybersecurity", "text": "We have processes in place for assessing, identifying, and managing material risks from potential unauthorized occurrences on or through our electronic information systems that could adversely affect the confidentiality, integrity, or availability of our information systems or the information residing on those systems. These include a wide variety of"}
-{"_id": "AMZN20230230", "title": "AMZN Cybersecurity", "text": "mechanisms, controls, technologies, methods, systems, and other processes that are designed to prevent, detect, or mitigate data loss, theft, misuse, unauthorized access, or other security incidents or vulnerabilities affecting the data. The data include confidential, proprietary, and business and personal information that we collect, process, store, and transmit as part of our business, including on behalf of third parties. We also use systems and processes designed to reduce the impact of a security incident at a third-party vendor or customer. Additionally, we use processes to oversee and identify material risks from cybersecurity threats associated with our use of third-party technology and systems, including: technology and systems we use for encryption and authentication; employee email; content delivery to customers; back-office support; and other functions."}
-{"_id": "AMZN20230231", "title": "AMZN Cybersecurity", "text": "As part of our risk management process, we conduct application security assessments, vulnerability management, penetration testing, security audits, and ongoing risk assessments. We also maintain a variety of incident response plans that are utilized when incidents are detected. We require employees with access to information systems, including all corporate employees, to undertake data protection and cybersecurity training and compliance programs annually."}
-{"_id": "AMZN20230232", "title": "AMZN Cybersecurity", "text": "We have a unified and centrally-coordinated team, led by our chief security officer, that is responsible for implementing and maintaining centralized cybersecurity and data protection practices at Amazon in close coordination with senior leadership and other teams across Amazon. Reporting to our chief security officer are a number of experienced chief information security officers responsible for various parts of our business, including AWS, each of whom is supported by a team of trained cybersecurity professionals. In addition to our extensive in-house cybersecurity capabilities, at times we also engage assessors, consultants, auditors, or other third parties to assist with assessing, identifying, and managing cybersecurity risks."}
-{"_id": "AMZN20230233", "title": "AMZN Cybersecurity", "text": "Our cybersecurity risks and associated mitigations are evaluated by senior leadership, including as part of our enterprise risk assessments that are reviewed by the Audit Committee and our Board of Directors. Such risks and mitigations are also subject to oversight by the Security Committee of our Board of Directors. Additional information about cybersecurity risks we face is discussed in Item 1A of Part I, \u201cRisk Factors,\u201d under the heading \u201cWe Could Be Harmed by Data Loss or Other Security Breaches,\u201d which should be read in conjunction with the information above."}
-{"_id": "AMZN20230234", "title": "AMZN Cybersecurity", "text": "The Security Committee, which is comprised of independent directors, oversees our policies and procedures for protecting our cybersecurity infrastructure and for compliance with applicable data protection and security regulations, and related risks. The Security Committee receives reports regarding such risks from management, including our chief security officer, and reports to the Board at least annually. The Security Committee also oversees the Board\u2019s response to any significant cybersecurity incidents."}
-{"_id": "AMZN20230236", "title": "AMZN Cybersecurity", "text": "Our chief security officer, who has extensive cybersecurity knowledge and skills gained from over 15 years of work experience on the security team at Amazon and an extensive career in the technology and cybersecurity industries as a senior executive in the federal government, heads the team responsible for implementing and maintaining cybersecurity and data protection practices at Amazon and reports directly to the Chief Executive Officer."}
-{"_id": "AMZN20230246", "title": "AMZN Properties", "text": "As of December 31, 2023, we operated the following facilities (in thousands): Description of Use##Leased Square Footage (1)##Owned Square Footage##Location Office space##29,655##9,222##North America Office space##24,528##1,802##International Physical stores (2)##22,871##707##North America Physical stores (2)##255##\u2014##International Fulfillment, data centers, and other##413,017##25,630##North America Fulfillment, data centers, and other##173,765##14,802##International Total##664,091##52,163##"}
-{"_id": "AMZN20230248", "title": "AMZN ___________________", "text": "(1)For leased properties, represents the total leased space excluding sub-leased space."}
-{"_id": "AMZN20230254", "title": "AMZN ___________________", "text": "(2)This includes 600 North America and 28 International stores as of December 31, 2023. Segment##Leased Square Footage (1)##Owned Square Footage (1) North America##424,145##15,438 International##165,329##7,931 AWS##20,434##17,770 Total##609,908##41,139"}
-{"_id": "AMZN20230256", "title": "AMZN ___________________", "text": "(1)Segment amounts exclude corporate facilities. Shared facilities are allocated among the segments based on usage and primarily relate to facilities that hold our technology infrastructure. See Item 8 of Part II, \u201cFinancial Statements and Supplementary Data \u2014 Note 10 \u2014 Segment Information.\u201d"}
-{"_id": "AMZN20230257", "title": "AMZN ___________________", "text": "We own and lease our corporate headquarters in Washington\u2019s Puget Sound region and Arlington, Virginia."}
-{"_id": "AMZN20230259", "title": "AMZN Legal Proceedings", "text": "See Item 8 of Part II, \u201cFinancial Statements and Supplementary Data \u2014 Note 7 \u2014 Commitments and Contingencies \u2014 Legal Proceedings.\u201d"}
-{"_id": "AMZN20230262", "title": "AMZN Mine Safety Disclosures", "text": "Not applicable."}
-{"_id": "AMZN20230263", "title": "AMZN Mine Safety Disclosures", "text": "Market for the Registrant\u2019s Common Stock, Related Shareholder Matters, and Issuer Purchases of Equity Securities"}
-{"_id": "AMZN20230265", "title": "AMZN Market Information", "text": "Our common stock is traded on the Nasdaq Global Select Market under the symbol \u201cAMZN.\u201d"}
-{"_id": "AMZN20230267", "title": "AMZN Holders", "text": "As of January 24, 2024, there were 11,656 shareholders of record of our common stock, although there is a much larger number of beneficial owners."}
-{"_id": "AMZN20230269", "title": "AMZN Recent Sales of Unregistered Securities", "text": "None."}
-{"_id": "AMZN20230271", "title": "AMZN Issuer Purchases of Equity Securities", "text": "None."}
-{"_id": "AMZN20230274", "title": "AMZN Reserved", "text": "Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations"}
-{"_id": "AMZN20230276", "title": "AMZN Forward-Looking Statements", "text": "This Annual Report on Form 10-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding guidance, industry prospects, or future results of operations or financial position, made in this Annual Report on Form 10-K are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management\u2019s current expectations and are inherently uncertain. Actual results and outcomes could differ materially for a variety of reasons, including, among others, fluctuations in foreign exchange rates, changes in global economic conditions and customer demand and spending, inflation, interest rates, regional labor market constraints, world events, the rate of growth of the internet, online commerce, cloud services, and new and emerging technologies, the amount that Amazon.com invests in new business opportunities and the timing of those investments, the mix of products and services sold to customers, the mix of net sales derived from products as compared with services, the extent to which we owe income or other taxes, competition, management of growth, potential fluctuations in operating results, international growth and expansion, the outcomes of claims, litigation, government investigations, and other proceedings, fulfillment, sortation, delivery, and data center optimization, risks of inventory management, variability in demand, the degree to which we enter into, maintain, and develop commercial agreements, proposed and completed acquisitions and strategic transactions, payments risks, and risks of fulfillment throughput and productivity. In addition, global economic and geopolitical conditions and additional or unforeseen circumstances, developments, or events may give rise to or amplify many of these risks. These risks and uncertainties, as well as other risks and uncertainties that could cause our actual results or outcomes to differ significantly from management\u2019s expectations, are described in greater detail in Item 1A of Part I, \u201cRisk Factors.\u201d"}
-{"_id": "AMZN20230278", "title": "AMZN Overview", "text": "Our primary source of revenue is the sale of a wide range of products and services to customers. The products offered through our stores include merchandise and content we have purchased for resale and products offered by third-party sellers, and we also manufacture and sell electronic devices and produce media content. Generally, we recognize gross revenue from items we sell from our inventory as product sales and recognize our net share of revenue of items sold by third-party sellers as service sales. We seek to increase unit sales across our stores, through increased product selection, across numerous product categories. We also offer other services such as compute, storage, and database offerings, fulfillment, advertising, publishing, and digital content subscriptions."}
-{"_id": "AMZN20230279", "title": "AMZN Overview", "text": "Our financial focus is on long-term, sustainable growth in free cash flows. Free cash flows are driven primarily by increasing operating income and efficiently managing accounts receivable, inventory, accounts payable, and cash capital expenditures, including our decision to purchase or lease property and equipment. Increases in operating income primarily result from increases in sales of products and services and efficiently managing our operating costs, partially offset by investments we make in longer-term strategic initiatives, including capital expenditures focused on improving the customer experience. To increase sales of products and services, we focus on improving all aspects of the customer experience, including lowering prices, improving availability, offering faster delivery and performance times, increasing selection, producing original content, increasing product categories and service offerings, expanding product information, improving ease of use, improving reliability, and earning customer trust. See \u201cResults of Operations \u2014 Non-GAAP Financial Measures\u201d below for additional information on our non-GAAP free cash flows financial measures."}
-{"_id": "AMZN20230280", "title": "AMZN Overview", "text": "We seek to reduce our variable costs per unit and work to leverage our fixed costs. Our variable costs include product and content costs, payment processing and related transaction costs, picking, packaging, and preparing orders for shipment, transportation, customer service support, costs necessary to run AWS, and a portion of our marketing costs. Our fixed costs include the costs necessary to build and run our technology infrastructure; to build, enhance, and add features to our online stores, web services, electronic devices, and digital offerings; and to build and optimize our fulfillment network. Variable costs generally change directly with sales volume, while fixed costs generally are dependent on the timing of capacity needs, geographic expansion, category expansion, and other factors. To decrease our variable costs on a per unit basis and enable us to lower prices for customers, we seek to increase our direct sourcing, increase discounts from suppliers, and reduce defects in our processes. To minimize unnecessary growth in fixed costs, we seek to improve process efficiencies and maintain a lean culture."}
-{"_id": "AMZN20230282", "title": "AMZN Overview", "text": "We seek to turn inventory quickly and collect from consumers before our payments to vendors and sellers become due. Because consumers primarily use credit cards in our stores, our receivables from consumers settle quickly. We expect variability in inventory turnover over time since it is affected by numerous factors, including our product mix, the mix of sales by us and by third-party sellers, our continuing focus on in-stock inventory availability and selection of product offerings, supply chain disruptions and resulting vendor lead times, our investment in new geographies and product lines, and the extent to which we choose to utilize third-party fulfillment providers. We also expect some variability in accounts payable days over time since they are affected by several factors, including the mix of product sales, the mix of sales by third-party sellers, the mix"}
-{"_id": "AMZN20230283", "title": "AMZN Overview", "text": "of suppliers, seasonality, and changes in payment and other terms over time, including the effect of balancing pricing and timing of payment terms with suppliers."}
-{"_id": "AMZN20230284", "title": "AMZN Overview", "text": "We expect spending in technology and infrastructure will increase over time as we add computer scientists, designers, software and hardware engineers, and merchandising employees. Our technology and infrastructure investment and capital spending projects often support a variety of product and service offerings due to geographic expansion and the cross-functionality of our systems and operations. We seek to invest efficiently in several areas of technology and infrastructure, including AWS, and expansion of new and existing product categories and service offerings, as well as in infrastructure to enhance the customer experience and improve our process efficiencies. We believe that advances in technology, specifically the speed and reduced cost of processing power, data storage and analytics, improved wireless connectivity, and the practical applications of artificial intelligence and machine learning, will continue to improve users\u2019 experience on the internet and increase its ubiquity in people\u2019s lives. To best take advantage of these continued advances in technology, we are investing in AWS, which offers a broad set of on-demand technology services, including compute, storage, database, analytics, and machine learning, and other services to developers and enterprises of all sizes. We are also investing in initiatives to build and deploy innovative and efficient software and electronic devices as well as other initiatives including the development of a satellite network for global broadband service and autonomous vehicles for ride-hailing services."}
-{"_id": "AMZN20230285", "title": "AMZN Overview", "text": "We seek to efficiently manage shareholder dilution while maintaining the flexibility to issue shares for strategic purposes, such as financings, acquisitions, and aligning employee compensation with shareholders\u2019 interests. We utilize restricted stock units as our primary vehicle for equity compensation because we believe this compensation model aligns the long-term interests of our shareholders and employees. In measuring shareholder dilution, we include all vested and unvested stock awards outstanding, without regard to estimated forfeitures. Total shares outstanding plus outstanding stock awards were 10.6 billion and 10.8 billion as of December 31, 2022 and 2023."}
-{"_id": "AMZN20230286", "title": "AMZN Overview", "text": "Our financial reporting currency is the U.S. Dollar and changes in foreign exchange rates significantly affect our reported results and consolidated trends. For example, if the U.S. Dollar weakens year-over-year relative to currencies in our international locations, our consolidated net sales and operating expenses will be higher than if currencies had remained constant. Likewise, if the U.S. Dollar strengthens year-over-year relative to currencies in our international locations, our consolidated net sales and operating expenses will be lower than if currencies had remained constant. We believe that our increasing diversification beyond the U.S. economy through our growing international businesses benefits our shareholders over the long-term. We also believe it is useful to evaluate our operating results and growth rates before and after the effect of currency changes."}
-{"_id": "AMZN20230287", "title": "AMZN Overview", "text": "In addition, the remeasurement of our intercompany balances can result in significant gains and losses associated with the effect of movements in foreign exchange rates. Currency volatilities may continue, which may significantly impact (either positively or negatively) our reported results and consolidated trends and comparisons."}
-{"_id": "AMZN20230288", "title": "AMZN Overview", "text": "For additional information about each line item addressed above, refer to Item 8 of Part II, \u201cFinancial Statements and Supplementary Data \u2014 Note 1 \u2014 Description of Business, Accounting Policies, and Supplemental Disclosures.\u201d"}
-{"_id": "AMZN20230289", "title": "AMZN Overview", "text": "Our Annual Report on Form 10-K for the year ended December 31, 2022 includes a discussion and analysis of our financial condition and results of operations for the year ended December 31, 2021 in Item 7 of Part II, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d"}
-{"_id": "AMZN20230291", "title": "AMZN Critical Accounting Estimates", "text": "The preparation of financial statements in conformity with generally accepted accounting principles of the United States (\u201cGAAP\u201d) requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes. Critical accounting estimates are those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the Company. Based on this definition, we have identified the critical accounting estimates addressed below. We also have other key accounting policies, which involve the use of estimates, judgments, and assumptions that are significant to understanding our results. For additional information, see Item 8 of Part II, \u201cFinancial Statements and Supplementary Data \u2014 Note 1 \u2014 Description of Business, Accounting Policies, and Supplemental Disclosures.\u201d Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions."}
-{"_id": "AMZN20230294", "title": "AMZN Inventories", "text": "Inventories, consisting of products available for sale, are primarily accounted for using the first-in first-out method, and are valued at the lower of cost and net realizable value. This valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, returns to product"}
-{"_id": "AMZN20230295", "title": "AMZN Inventories", "text": "vendors, or liquidations, and expected recoverable values of each disposition category. These assumptions about future disposition of inventory are inherently uncertain and changes in our estimates and assumptions may cause us to realize material write-downs in the future. As a measure of sensitivity, for every 1% of additional inventory valuation allowance as of December 31, 2023, we would have recorded an additional cost of sales of approximately $355 million."}
-{"_id": "AMZN20230296", "title": "AMZN Inventories", "text": "In addition, we enter into supplier commitments for certain electronic device components and certain products. These commitments are based on forecasted customer demand. If we reduce these commitments, we may incur additional costs."}
-{"_id": "AMZN20230298", "title": "AMZN Income Taxes", "text": "We are subject to income taxes in the U.S. (federal and state) and numerous foreign jurisdictions. Tax laws, regulations, administrative practices, principles, and interpretations in various jurisdictions may be subject to significant change, with or without notice, due to economic, political, and other conditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes. There are many transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain. In addition, our actual and forecasted earnings are subject to change due to economic, political, and other conditions and significant judgment is required in determining our ability to use our deferred tax assets."}
-{"_id": "AMZN20230299", "title": "AMZN Income Taxes", "text": "Our effective tax rates could be affected by numerous factors, such as changes in our business operations, acquisitions, investments, entry into new businesses and geographies, intercompany transactions, the relative amount of our foreign earnings, including earnings being lower than anticipated in jurisdictions where we have lower statutory rates and higher than anticipated in jurisdictions where we have higher statutory rates, losses incurred in jurisdictions for which we are not able to realize related tax benefits, the applicability of special tax regimes, changes in foreign exchange rates, changes in our stock price, changes to our forecasts of income and loss and the mix of jurisdictions to which they relate, changes in our deferred tax assets and liabilities and their valuation, changes in the laws, regulations, administrative practices, principles, and interpretations related to tax, including changes to the global tax framework, competition, and other laws and accounting rules in various jurisdictions. In addition, a number of countries have enacted or are actively pursuing changes to their tax laws applicable to corporate multinationals."}
-{"_id": "AMZN20230300", "title": "AMZN Income Taxes", "text": "We are also currently subject to tax controversies in various jurisdictions, and these jurisdictions may assess additional income tax liabilities against us. Developments in an audit, investigation, or other tax controversy could have a material effect on our operating results or cash flows in the period or periods for which that development occurs, as well as for prior and subsequent periods. We regularly assess the likelihood of an adverse outcome resulting from these proceedings to determine the adequacy of our tax accruals. Although we believe our tax estimates are reasonable, the final outcome of audits, investigations, and any other tax controversies could be materially different from our historical income tax provisions and accruals."}
-{"_id": "AMZN20230308", "title": "AMZN Liquidity and Capital Resources", "text": "Cash flow information is as follows (in millions): ######Year Ended December 31,#### ####2022######2023 Cash provided by (used in):########## Operating activities##$##46,752####$##84,946 Investing activities####(37,601)######(49,833) Financing activities####9,718######(15,879)"}
-{"_id": "AMZN20230309", "title": "AMZN Liquidity and Capital Resources", "text": "Our principal sources of liquidity are cash flows generated from operations and our cash, cash equivalents, and marketable securities balances, which, at fair value, were $70.0 billion and $86.8 billion as of December 31, 2022 and 2023. Amounts held in foreign currencies were $18.3 billion and $23.5 billion as of December 31, 2022 and 2023. Our foreign currency balances include British Pounds, Canadian Dollars, Euros, Indian Rupees, and Japanese Yen."}
-{"_id": "AMZN20230310", "title": "AMZN Liquidity and Capital Resources", "text": "Cash provided by (used in) operating activities was $46.8 billion and $84.9 billion in 2022 and 2023. Our operating cash flows result primarily from cash received from our consumer, seller, developer, enterprise, and content creator customers, and advertisers, offset by cash payments we make for products and services, employee compensation, payment processing and related transaction costs, operating leases, and interest payments. Cash received from our customers and other activities generally corresponds to our net sales. The increase in operating cash flow in 2023, compared to the prior year, was due to an increase in net income (loss), excluding non-cash expenses, and changes in working capital. Working capital at any specific point in time is subject to many variables, including variability in demand, inventory management and category expansion, the timing of cash receipts and payments, customer and vendor payment terms, and fluctuations in foreign exchange rates."}
-{"_id": "AMZN20230312", "title": "AMZN Liquidity and Capital Resources", "text": "Cash provided by (used in) investing activities corresponds with cash capital expenditures, including leasehold improvements, incentives received from property and equipment vendors, proceeds from asset sales, cash outlays for"}
-{"_id": "AMZN20230313", "title": "AMZN Liquidity and Capital Resources", "text": "acquisitions, investments in other companies and intellectual property rights, and purchases, sales, and maturities of marketable securities. Cash provided by (used in) investing activities was $(37.6) billion and $(49.8) billion in 2022 and 2023, with the variability caused primarily by purchases, sales, and maturities of marketable securities and cash capital expenditures. Cash capital expenditures were $58.3 billion, and $48.1 billion in 2022 and 2023, which primarily reflect investments in technology infrastructure (the majority of which is to support AWS business growth) and in additional capacity to support our fulfillment network, which investments we expect to increase in 2024. We made cash payments, net of acquired cash, related to acquisition and other investment activity of $8.3 billion and $5.8 billion in 2022 and 2023. We funded the acquisitions of MGM Holdings Inc. in 2022 and 1Life Healthcare, Inc. (One Medical) in 2023 with cash on hand. In 2023, we invested $1.25 billion in a note from Anthropic, PBC, which is convertible into equity. We have an agreement that expires in Q1 2024 to invest up to an additional $2.75 billion in a second convertible note."}
-{"_id": "AMZN20230314", "title": "AMZN Liquidity and Capital Resources", "text": "Cash provided by (used in) financing activities was $9.7 billion and $(15.9) billion in 2022 and 2023. Cash inflows from financing activities resulted from proceeds from short-term debt, and other and long-term-debt of $62.7 billion and $18.1 billion in 2022 and 2023. Cash outflows from financing activities resulted from repurchases of common stock in 2022, payments of short-term debt, and other, long-term debt, finance leases, and financing obligations of $53.0 billion and $34.0 billion in 2022 and 2023. Property and equipment acquired under finance leases was $675 million and $642 million in 2022 and 2023."}
-{"_id": "AMZN20230315", "title": "AMZN Liquidity and Capital Resources", "text": "We had no borrowings outstanding under the two unsecured revolving credit facilities or the commercial paper programs, we had $682 million of borrowings outstanding under the secured revolving credit facility, and the entire amount of the term loan has been repaid as of December 31, 2023. See Item 8 of Part II, \u201cFinancial Statements and Supplementary Data \u2014 Note 6 \u2014 Debt\u201d for additional information."}
-{"_id": "AMZN20230316", "title": "AMZN Liquidity and Capital Resources", "text": "As of December 31, 2023, cash, cash equivalents, and marketable securities held by foreign subsidiaries were $4.7 billion. We intend to invest substantially all of our foreign subsidiary earnings, as well as our capital in our foreign subsidiaries, indefinitely outside of the U.S. in those jurisdictions in which we would incur significant, additional costs upon repatriation of such amounts."}
-{"_id": "AMZN20230317", "title": "AMZN Liquidity and Capital Resources", "text": "Our U.S. taxable income is reduced by accelerated depreciation deductions and increased by the impact of capitalized research and development expenses. U.S. tax rules provide for enhanced accelerated depreciation deductions by allowing us to expense a portion of qualified property, primarily equipment. These enhanced deductions are scheduled to phase out annually from 2023 through 2026. Our federal tax provision included a partial accelerated depreciation deduction election for 2021, and a full election for 2022 and 2023. Additionally, effective January 1, 2022, research and development expenses are required to be capitalized and amortized for U.S. tax purposes, which delays the deductibility of these expenses. Cash paid for U.S. (federal and state) and foreign income taxes (net of refunds) totaled $6.0 billion and $11.2 billion for 2022 and 2023."}
-{"_id": "AMZN20230318", "title": "AMZN Liquidity and Capital Resources", "text": "As of December 31, 2022 and 2023, restricted cash, cash equivalents, and marketable securities were $365 million and $503 million. See Item 8 of Part II, \u201cFinancial Statements and Supplementary Data \u2014 Note 6 \u2014 Debt\u201d and \u201cFinancial Statements and Supplementary Data \u2014 Note 7 \u2014 Commitments and Contingencies\u201d for additional discussion of our principal contractual commitments, as well as our pledged assets. Additionally, we have purchase obligations and open purchase orders, including for inventory and capital expenditures, that support normal operations and are primarily due in the next twelve months. These purchase obligations and open purchase orders are generally cancellable in full or in part through the contractual provisions."}
-{"_id": "AMZN20230319", "title": "AMZN Liquidity and Capital Resources", "text": "We believe that cash flows generated from operations and our cash, cash equivalents, and marketable securities balances, as well as our borrowing arrangements, will be sufficient to meet our anticipated operating cash needs for at least the next twelve months. However, any projections of future cash needs and cash flows are subject to substantial uncertainty. See Item 1A of Part I, \u201cRisk Factors.\u201d We continually evaluate opportunities to sell additional equity or debt securities, obtain credit facilities, obtain finance and operating lease arrangements, enter into financing obligations, repurchase common stock, pay dividends, or repurchase, refinance, or otherwise restructure our debt for strategic reasons or to further strengthen our financial position."}
-{"_id": "AMZN20230321", "title": "AMZN Liquidity and Capital Resources", "text": "The sale of additional equity or convertible debt securities would be dilutive to our shareholders. In addition, we will, from time to time, consider the acquisition of, or investment in, complementary businesses, products, services, capital infrastructure, and technologies, which might affect our liquidity requirements or cause us to secure additional financing, or issue additional equity or debt securities. There can be no assurance that additional credit lines or financing instruments will be available in amounts or on terms acceptable to us, if at all. In addition, economic conditions and actions by policymaking bodies are contributing to changing interest rates and significant capital market volatility, which, along with any increases in our borrowing levels, could increase our future borrowing costs."}
-{"_id": "AMZN20230323", "title": "AMZN Results of Operations", "text": "We have organized our operations into three segments: North America, International, and AWS. These segments reflect the way the Company evaluates its business performance and manages its operations. See Item 8 of Part II, \u201cFinancial Statements and Supplementary Data \u2014 Note 10 \u2014 Segment Information.\u201d"}
-{"_id": "AMZN20230325", "title": "AMZN Overview", "text": "Macroeconomic factors, including inflation, increased interest rates, significant capital market and supply chain volatility, and global economic and geopolitical developments, have direct and indirect impacts on our results of operations that are difficult to isolate and quantify. In addition, changes in fuel, utility, and food costs, interest rates, and economic outlook may impact customer demand and our ability to forecast consumer spending patterns. We also expect the current macroeconomic environment and enterprise customer cost optimization efforts to impact our AWS revenue growth rates. We expect some or all of these factors to continue to impact our operations into Q1 2024."}
-{"_id": "AMZN20230349", "title": "AMZN Net Sales", "text": "Net sales include product and service sales. Product sales represent revenue from the sale of products and related shipping fees and digital media content where we record revenue gross. Service sales primarily represent third-party seller fees, which includes commissions and any related fulfillment and shipping fees, AWS sales, advertising services, Amazon Prime membership fees, and certain digital media content subscriptions. Net sales information is as follows (in millions): ########Year Ended December 31,###### ####2022########2023## Net Sales:############## North America##$##315,880######$##352,828## International####118,007########131,200## AWS####80,096########90,757## Consolidated##$##513,983######$##574,785## Year-over-year Percentage Growth (Decline):############## North America####13##%######12##% International####(8)########11## AWS####29########13## Consolidated####9########12## Year-over-year Percentage Growth, excluding the effect of foreign exchange rates:############## North America####13##%######12##% International####4########11## AWS####29########13## Consolidated####13########12## Net Sales Mix:############## North America####61##%######61##% International####23########23## AWS####16########16## Consolidated####100##%######100##%"}
-{"_id": "AMZN20230350", "title": "AMZN Net Sales", "text": "Sales increased 12% in 2023, compared to the prior year. Changes in foreign exchange rates reduced net sales by $71 million in 2023. For a discussion of the effect of foreign exchange rates on sales growth, see \u201cEffect of Foreign Exchange Rates\u201d below."}
-{"_id": "AMZN20230351", "title": "AMZN Net Sales", "text": "North America sales increased 12% in 2023, compared to the prior year. The sales growth primarily reflects increased unit sales, primarily by third-party sellers, advertising sales, and subscription services. Increased unit sales were driven largely by our continued focus on price, selection, and convenience for our customers, including from our shipping offers."}
-{"_id": "AMZN20230353", "title": "AMZN Net Sales", "text": "International sales increased 11% in 2023, compared to the prior year. The sales growth primarily reflects increased unit sales, primarily by third-party sellers, advertising sales, and subscription services. Increased unit sales were driven largely by our continued focus on price, selection, and convenience for our customers, including from our shipping offers. Changes in foreign exchange rates increased International net sales by $88 million in 2023."}
-{"_id": "AMZN20230354", "title": "AMZN Net Sales", "text": "AWS sales increased 13% in 2023, compared to the prior year. The sales growth primarily reflects increased customer usage, partially offset by pricing changes, primarily driven by long-term customer contracts."}
-{"_id": "AMZN20230363", "title": "AMZN Operating Income (Loss)", "text": "Operating income (loss) by segment is as follows (in millions): ######Year Ended December 31,#### ####2022######2023 Operating Income (Loss)########## North America##$##(2,847)####$##14,877 International####(7,746)######(2,656) AWS####22,841######24,631 Consolidated##$##12,248####$##36,852"}
-{"_id": "AMZN20230364", "title": "AMZN Operating Income (Loss)", "text": "Operating income was $12.2 billion and $36.9 billion for 2022 and 2023. We believe that operating income is a more meaningful measure than gross profit and gross margin due to the diversity of our product categories and services."}
-{"_id": "AMZN20230365", "title": "AMZN Operating Income (Loss)", "text": "The North America operating income in 2023, as compared to the operating loss in the prior year, is primarily due to increased unit sales and increased advertising sales, partially offset by increased shipping and fulfillment costs and increased technology and infrastructure costs."}
-{"_id": "AMZN20230366", "title": "AMZN Operating Income (Loss)", "text": "The decrease in International operating loss in absolute dollars in 2023, compared to the prior year, is primarily due to increased unit sales and increased advertising sales, partially offset by increased fulfillment and shipping costs and increased technology and infrastructure costs. Changes in foreign exchange rates positively impacted operating loss by $246 million in 2023."}
-{"_id": "AMZN20230368", "title": "AMZN Operating Income (Loss)", "text": "The increase in AWS operating income in absolute dollars in 2023, compared to the prior year, is primarily due to increased sales, partially offset by increased payroll and related expenses and spending on technology infrastructure, both of which were primarily driven by additional investments to support AWS business growth. Changes in foreign exchange rates positively impacted operating income by $220 million in 2023."}
-{"_id": "AMZN20230394", "title": "AMZN Operating Expenses", "text": "Information about operating expenses is as follows (in millions): ########Year Ended December 31,###### ####2022########2023## Operating Expenses:############## Cost of sales##$##288,831######$##304,739## Fulfillment####84,299########90,619## Technology and infrastructure####73,213########85,622## Sales and marketing####42,238########44,370## General and administrative####11,891########11,816## Other operating expense (income), net####1,263########767## Total operating expenses##$##501,735######$##537,933## Year-over-year Percentage Growth (Decline):############## Cost of sales####6##%######6##% Fulfillment####12########7## Technology and infrastructure####31########17## Sales and marketing####30########5## General and administrative####35########(1)## Other operating expense (income), net####1,936########(39)## Percent of Net Sales:############## Cost of sales####56.2##%######53.0##% Fulfillment####16.4########15.8## Technology and infrastructure####14.2########14.9## Sales and marketing####8.2########7.7## General and administrative####2.3########2.1## Other operating expense (income), net####0.2########0.1##"}
-{"_id": "AMZN20230396", "title": "AMZN Cost of Sales", "text": "Cost of sales primarily consists of the purchase price of consumer products, inbound and outbound shipping costs, including costs related to sortation and delivery centers and where we are the transportation service provider, and digital media content costs where we record revenue gross, including video and music."}
-{"_id": "AMZN20230397", "title": "AMZN Cost of Sales", "text": "The increase in cost of sales in absolute dollars in 2023, compared to the prior year, is primarily due to increased product and shipping costs resulting from increased sales, partially offset by fulfillment network efficiencies and lower transportation rates. Changes in foreign exchange rates reduced cost of sales by $254 million in 2023."}
-{"_id": "AMZN20230398", "title": "AMZN Cost of Sales", "text": "Shipping costs were $83.5 billion and $89.5 billion in 2022 and 2023. Shipping costs to receive products from our suppliers are included in our inventory and recognized as cost of sales upon sale of products to our customers. We expect our cost of shipping to continue to increase to the extent our customers accept and use our shipping offers at an increasing rate, we use more expensive shipping methods, and we offer additional services. We seek to mitigate costs of shipping over time in part through achieving higher sales volumes, optimizing our fulfillment network, negotiating better terms with our suppliers, and achieving better operating efficiencies. We believe that offering low prices to our customers is fundamental to our future success, and one way we offer lower prices is through shipping offers."}
-{"_id": "AMZN20230399", "title": "AMZN Cost of Sales", "text": "Costs to operate our AWS segment are primarily classified as \u201cTechnology and infrastructure\u201d as we leverage a shared infrastructure that supports both our internal technology requirements and external sales to AWS customers."}
-{"_id": "AMZN20230402", "title": "AMZN Fulfillment", "text": "Fulfillment costs primarily consist of those costs incurred in operating and staffing our North America and International fulfillment centers, physical stores, and customer service centers and payment processing costs. While AWS payment processing and related transaction costs are included in \u201cFulfillment,\u201d AWS costs are primarily classified as \u201cTechnology and infrastructure.\u201d Fulfillment costs as a percentage of net sales may vary due to several factors, such as payment processing and related transaction costs, our level of productivity and accuracy, changes in volume, size, and weight of units received and"}
-{"_id": "AMZN20230403", "title": "AMZN Fulfillment", "text": "fulfilled, the extent to which third-party sellers utilize Fulfillment by Amazon services, timing of fulfillment network and physical store expansion, the extent we utilize fulfillment services provided by third parties, mix of products and services sold, and our ability to affect customer service contacts per unit by implementing improvements in our operations and enhancements to our customer self-service features. Additionally, sales by our sellers have higher payment processing and related transaction costs as a percentage of net sales compared to our retail sales because payment processing costs are based on the gross purchase price of underlying transactions."}
-{"_id": "AMZN20230404", "title": "AMZN Fulfillment", "text": "The increase in fulfillment costs in absolute dollars in 2023, compared to the prior year, is primarily due to increased sales and investments in our fulfillment network, partially offset by fulfillment network efficiencies. Changes in foreign exchange rates increased fulfillment costs by $52 million in 2023."}
-{"_id": "AMZN20230405", "title": "AMZN Fulfillment", "text": "We seek to expand our fulfillment network to accommodate a greater selection and in-stock inventory levels and to meet anticipated shipment volumes from sales of our own products as well as sales by third parties for which we provide the fulfillment services. We regularly evaluate our facility requirements."}
-{"_id": "AMZN20230407", "title": "AMZN Technology and Infrastructure", "text": "Technology and infrastructure costs include payroll and related expenses for employees involved in the research and development of new and existing products and services, development, design, and maintenance of our stores, curation and display of products and services made available in our online stores, and infrastructure costs. Infrastructure costs include servers, networking equipment, and data center related depreciation and amortization, rent, utilities, and other expenses necessary to support AWS and other Amazon businesses. Collectively, these costs reflect the investments we make in order to offer a wide variety of products and services to our customers, including expenditures related to initiatives to build and deploy innovative and efficient software and electronic devices and the development of a satellite network for global broadband service and autonomous vehicles for ride-hailing services."}
-{"_id": "AMZN20230408", "title": "AMZN Technology and Infrastructure", "text": "We seek to invest efficiently in numerous areas of technology and infrastructure so we may continue to enhance the customer experience and improve our process efficiency through rapid technology developments, while operating at an ever increasing scale. Our technology and infrastructure investment and capital spending projects often support a variety of product and service offerings due to geographic expansion and the cross-functionality of our systems and operations. We expect spending in technology and infrastructure to increase over time as we continue to add employees and infrastructure. These costs are allocated to segments based on usage. The increase in technology and infrastructure costs in absolute dollars in 2023, compared to the prior year, is primarily due to an increase in spending on infrastructure and increased payroll and related costs associated with technical teams responsible for expanding our existing products and services and initiatives to introduce new products and service offerings."}
-{"_id": "AMZN20230410", "title": "AMZN Sales and Marketing", "text": "Sales and marketing costs include advertising and payroll and related expenses for personnel engaged in marketing and selling activities, including sales commissions related to AWS. We direct customers to our stores primarily through a number of marketing channels, such as our sponsored search, social and online advertising, third-party customer referrals, television advertising, and other initiatives. Our marketing costs are largely variable, based on growth in sales and changes in rates. To the extent there is increased or decreased competition for these traffic sources, or to the extent our mix of these channels shifts, we would expect to see a corresponding change in our marketing costs."}
-{"_id": "AMZN20230411", "title": "AMZN Sales and Marketing", "text": "The increase in sales and marketing costs in absolute dollars in 2023, compared to the prior year, is primarily due to increased payroll and related expenses for personnel engaged in marketing and selling activities."}
-{"_id": "AMZN20230412", "title": "AMZN Sales and Marketing", "text": "While costs associated with Amazon Prime membership benefits and other shipping offers are not included in sales and marketing expense, we view these offers as effective worldwide marketing tools, and intend to continue offering them indefinitely."}
-{"_id": "AMZN20230414", "title": "AMZN General and Administrative", "text": "General and administrative costs were $11.9 billion and $11.8 billion during 2022 and 2023, and were primarily related to payroll and related expenses and professional fees."}
-{"_id": "AMZN20230417", "title": "AMZN Other Operating Expense (Income), Net", "text": "Other operating expense (income), net was $1.3 billion and $767 million during 2022 and 2023, and was primarily related to asset impairments for physical store closures in 2022 and for fulfillment network facilities and physical store closures in 2023, and the amortization of intangible assets."}
-{"_id": "AMZN20230419", "title": "AMZN Interest Income and Expense", "text": "Our interest income was $989 million and $2.9 billion during 2022 and 2023, primarily due to an increase in prevailing rates. We generally invest our excess cash in AAA-rated money market funds and investment grade short- to intermediate-term marketable debt securities. Our interest income corresponds with the average balance of invested funds based on the prevailing rates, which vary depending on the geographies and currencies in which they are invested."}
-{"_id": "AMZN20230420", "title": "AMZN Interest Income and Expense", "text": "Interest expense was $2.4 billion and $3.2 billion in 2022 and 2023 and was primarily related to debt and finance leases. See Item 8 of Part II, \u201cFinancial Statements and Supplementary Data \u2014 Note 4 \u2014 Leases and Note 6 \u2014 Debt\u201d for additional information."}
-{"_id": "AMZN20230421", "title": "AMZN Interest Income and Expense", "text": "Our long-term lease liabilities were $73.0 billion and $77.3 billion as of December 31, 2022 and 2023. Our long-term debt was $67.1 billion and $58.3 billion as of December 31, 2022 and 2023. See Item 8 of Part II, \u201cFinancial Statements and Supplementary Data \u2014 Note 4 \u2014 Leases and Note 6 \u2014 Debt\u201d for additional information."}
-{"_id": "AMZN20230423", "title": "AMZN Other Income (Expense), Net", "text": "Other income (expense), net was $(16.8) billion and $938 million during 2022 and 2023. The primary components of other income (expense), net are related to equity securities valuations and adjustments, equity warrant valuations, and foreign currency. Included in other income (expense), net in 2022 and 2023 is a marketable equity securities valuation gain (loss) of $(12.7) billion and $797 million from our equity investment in Rivian."}
-{"_id": "AMZN20230425", "title": "AMZN Income Taxes", "text": "Our effective tax rate is subject to significant variation due to several factors, including variability in our pre-tax and taxable income and loss and the mix of jurisdictions to which they relate, intercompany transactions, the applicability of special tax regimes, changes in how we do business, acquisitions, investments, developments in tax controversies, changes in our stock price, changes in our deferred tax assets and liabilities and their valuation, foreign currency gains (losses), changes in statutes, regulations, case law, and administrative practices, principles, and interpretations related to tax, including changes to the global tax framework, competition, and other laws and accounting rules in various jurisdictions, and relative changes of expenses or losses for which tax benefits are not recognized. Our effective tax rate can be more or less volatile based on the amount of pre-tax income or loss. For example, the impact of discrete items and non-deductible expenses on our effective tax rate is greater when our pre-tax income is lower. In addition, we record valuation allowances against deferred tax assets when there is uncertainty about our ability to generate future income in relevant jurisdictions."}
-{"_id": "AMZN20230426", "title": "AMZN Income Taxes", "text": "We recorded a provision (benefit) for income taxes of $(3.2) billion and $7.1 billion in 2022 and 2023. See Item 8 of Part II, \u201cFinancial Statements and Supplementary Data \u2014 Note 9 \u2014 Income Taxes\u201d for additional information."}
-{"_id": "AMZN20230428", "title": "AMZN Non-GAAP Financial Measures", "text": "Regulation G, Conditions for Use of Non-GAAP Financial Measures, and other SEC regulations define and prescribe the conditions for use of certain non-GAAP financial information. Our measures of free cash flows and the effect of foreign exchange rates on our consolidated statements of operations meet the definition of non-GAAP financial measures."}
-{"_id": "AMZN20230429", "title": "AMZN Non-GAAP Financial Measures", "text": "We provide multiple measures of free cash flows because we believe these measures provide additional perspective on the impact of acquiring property and equipment with cash and through finance leases and financing obligations."}
-{"_id": "AMZN20230439", "title": "AMZN Free Cash Flow", "text": "Free cash flow is cash flow from operations reduced by \u201cPurchases of property and equipment, net of proceeds from sales and incentives.\u201d The following is a reconciliation of free cash flow to the most comparable GAAP cash flow measure, \u201cNet cash provided by (used in) operating activities,\u201d for 2022 and 2023 (in millions): ######Year Ended December 31,#### ####2022######2023 Net cash provided by (used in) operating activities##$##46,752####$##84,946 Purchases of property and equipment, net of proceeds from sales and incentives####(58,321)######(48,133) Free cash flow##$##(11,569)####$##36,813 Net cash provided by (used in) investing activities##$##(37,601)####$##(49,833) Net cash provided by (used in) financing activities##$##9,718####$##(15,879)"}
-{"_id": "AMZN20230440", "title": "AMZN Free Cash Flow", "text": "Free Cash Flow Less Principal Repayments of Finance Leases and Financing Obligations"}
-{"_id": "AMZN20230451", "title": "AMZN Free Cash Flow", "text": "Free cash flow less principal repayments of finance leases and financing obligations is free cash flow reduced by \u201cPrincipal repayments of finance leases\u201d and \u201cPrincipal repayments of financing obligations.\u201d Principal repayments of finance leases and financing obligations approximates the actual payments of cash for our finance leases and financing obligations. The following is a reconciliation of free cash flow less principal repayments of finance leases and financing obligations to the most comparable GAAP cash flow measure, \u201cNet cash provided by (used in) operating activities,\u201d for 2022 and 2023 (in millions): ######Year Ended December 31,#### ####2022######2023 Net cash provided by (used in) operating activities##$##46,752####$##84,946 Purchases of property and equipment, net of proceeds from sales and incentives####(58,321)######(48,133) Free cash flow####(11,569)######36,813 Principal repayments of finance leases####(7,941)######(4,384) Principal repayments of financing obligations####(248)######(271) Free cash flow less principal repayments of finance leases and financing obligations##$##(19,758)####$##32,158 Net cash provided by (used in) investing activities##$##(37,601)####$##(49,833) Net cash provided by (used in) financing activities##$##9,718####$##(15,879)"}
-{"_id": "AMZN20230452", "title": "AMZN Free Cash Flow", "text": "Free Cash Flow Less Equipment Finance Leases and Principal Repayments of All Other Finance Leases and Financing Obligations"}
-{"_id": "AMZN20230464", "title": "AMZN Free Cash Flow", "text": "Free cash flow less equipment finance leases and principal repayments of all other finance leases and financing obligations is free cash flow reduced by equipment acquired under finance leases, which is included in \u201cProperty and equipment acquired under finance leases, net of remeasurements and modifications,\u201d principal repayments of all other finance lease liabilities, which is included in \u201cPrincipal repayments of finance leases,\u201d and \u201cPrincipal repayments of financing obligations.\u201d All other finance lease liabilities and financing obligations consists of property. In this measure, equipment acquired under finance leases is reflected as if these assets had been purchased with cash, which is not the case as these assets have been leased. The following is a reconciliation of free cash flow less equipment finance leases and principal repayments of all other finance leases and financing obligations to the most comparable GAAP cash flow measure, \u201cNet cash provided by (used in) operating activities,\u201d for 2022 and 2023 (in millions): ######Year Ended December 31,#### ####2022######2023 Net cash provided by (used in) operating activities##$##46,752####$##84,946 Purchases of property and equipment, net of proceeds from sales and incentives####(58,321)######(48,133) Free cash flow####(11,569)######36,813 Equipment acquired under finance leases (1)####(299)######(310) Principal repayments of all other finance leases (2)####(670)######(683) Principal repayments of financing obligations####(248)######(271) Free cash flow less equipment finance leases and principal repayments of all other finance leases and financing obligations##$##(12,786)####$##35,549 Net cash provided by (used in) investing activities##$##(37,601)####$##(49,833) Net cash provided by (used in) financing activities##$##9,718####$##(15,879)"}
-{"_id": "AMZN20230466", "title": "AMZN ___________________", "text": "(1)For the year ended December 31, 2022 and 2023, this amount relates to equipment included in \u201cProperty and equipment acquired under finance leases, net of remeasurements and modifications\u201d of $675 million and $642 million."}
-{"_id": "AMZN20230468", "title": "AMZN ___________________", "text": "(2)For the year ended December 31, 2022 and 2023, this amount relates to property included in \u201cPrincipal repayments of finance leases\u201d of $7,941 million and $4,384 million."}
-{"_id": "AMZN20230469", "title": "AMZN ___________________", "text": "All of these free cash flows measures have limitations as they omit certain components of the overall cash flow statement and do not represent the residual cash flow available for discretionary expenditures. For example, these measures of free cash flows do not incorporate the portion of payments representing principal reductions of debt or cash payments for business acquisitions. Additionally, our mix of property and equipment acquisitions with cash or other financing options may change over time. Therefore, we believe it is important to view free cash flows measures only as a complement to our entire consolidated statements of cash flows."}
-{"_id": "AMZN20230476", "title": "AMZN Effect of Foreign Exchange Rates", "text": "Information regarding the effect of foreign exchange rates, versus the U.S. Dollar, on our net sales, operating expenses, and operating income is provided to show reported period operating results had the foreign exchange rates remained the same as those in effect in the comparable prior year period. The effect on our net sales, operating expenses, and operating income from changes in our foreign exchange rates versus the U.S. Dollar is as follows (in millions): ########Year Ended December 31, 2022############Year Ended December 31, 2023#### ####As Reported####Exchange Rate Effect (1)####At Prior Year Rates (2)####As Reported####Exchange Rate Effect (1)####At Prior Year Rates (2) Net sales##$##513,983##$##15,495##$##529,478##$##574,785##$##71##$##574,856 Operating expenses####501,735####16,356####518,091####537,933####531####538,464 Operating income####12,248####(861)####11,387####36,852####(460)####36,392"}
-{"_id": "AMZN20230478", "title": "AMZN ___________________", "text": "(1)Represents the change in reported amounts resulting from changes in foreign exchange rates from those in effect in the comparable prior year period for operating results."}
-{"_id": "AMZN20230480", "title": "AMZN ___________________", "text": "(2)Represents the outcome that would have resulted had foreign exchange rates in the reported period been the same as those in effect in the comparable prior year period for operating results."}
-{"_id": "AMZN20230482", "title": "AMZN Guidance", "text": "We provided guidance on February 1, 2024, in our earnings release furnished on Form 8-K as set forth below. These forward-looking statements reflect Amazon.com\u2019s expectations as of February 1, 2024, and are subject to substantial uncertainty. Our results are inherently unpredictable and may be materially affected by many factors, such as fluctuations in foreign exchange rates, changes in global economic and geopolitical conditions and customer demand and spending (including the impact of recessionary fears), inflation, interest rates, regional labor market constraints, world events, the rate of growth of the internet, online commerce, cloud services, and new and emerging technologies, as well as those outlined in Item 1A of Part I, \u201cRisk Factors.\u201d"}
-{"_id": "AMZN20230487", "title": "AMZN First Quarter 2024 Guidance", "text": " \u2022Net sales are expected to be between $138.0 billion and $143.5 billion, or to grow between 8% and 13% compared with first quarter 2023. This guidance anticipates a favorable impact of approximately 40 basis points from foreign exchange rates. \u2022Operating income is expected to be between $8.0 billion and $12.0 billion, compared with $4.8 billion in first quarter 2023. This guidance includes approximately $0.9 billion lower depreciation expense due to an increase in the estimated useful life of our servers beginning on January 1, 2024. \u2022This guidance assumes, among other things, that no additional business acquisitions, restructurings, or legal settlements are concluded."}
-{"_id": "AMZN20230489", "title": "AMZN Quantitative and Qualitative Disclosures About Market Risk", "text": "We are exposed to market risk for the effect of interest rate changes, foreign currency fluctuations, and changes in the market values of our investments. Information relating to quantitative and qualitative disclosures about market risk is set forth below and in Item 7 of Part II, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations \u2014 Liquidity and Capital Resources.\u201d"}
-{"_id": "AMZN20230491", "title": "AMZN Interest Rate Risk", "text": "Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio and our debt. Our long-term debt is carried at amortized cost and fluctuations in interest rates do not impact our consolidated financial statements. However, the fair value of our long-term debt, which pays interest at a fixed rate, will generally fluctuate with movements of interest rates, increasing in periods of declining rates of interest and declining in periods of increasing rates of interest."}
-{"_id": "AMZN20230507", "title": "AMZN Interest Rate Risk", "text": "We generally invest our excess cash in AAA-rated money market funds and investment grade short- to intermediate-term marketable debt securities. Marketable debt securities with fixed interest rates may have their fair market value adversely affected due to a rise in interest rates, and we may suffer losses in principal if forced to sell securities that have declined in market value due to changes in interest rates. The following table provides information about our cash equivalents and marketable debt securities, including principal cash flows by expected maturity and the related weighted-average interest rates as of December 31, 2023 (in millions, except percentages): ####2024######2025######2026######2027######2028######Thereafter######Total######Estimated Fair Value as of December 31, 2023 Money market funds##$##39,160####$##\u2014####$##\u2014####$##\u2014####$##\u2014####$##\u2014####$##39,160####$##39,160 Weighted average interest rate####5.32##%####\u2014##%####\u2014##%####\u2014##%####\u2014##%####\u2014##%####5.32##%#### Corporate debt securities####25,075######2,227######715######9######\u2014######\u2014######28,026######27,805 Weighted average interest rate####5.13##%####1.30##%####1.51##%####2.33##%####\u2014##%####\u2014##%####4.74##%#### U.S. government and agency securities####552######501######398######50######43######230######1,774######1,699 Weighted average interest rate####3.24##%####1.49##%####1.12##%####0.97##%####0.67##%####1.31##%####1.89##%#### Asset-backed securities####789######349######115######143######13######291######1,700######1,646 Weighted average interest rate####1.34##%####2.09##%####1.20##%####1.67##%####1.66##%####1.33##%####1.51##%#### Foreign government and agency securities####506######\u2014######\u2014######\u2014######\u2014######\u2014######506######505 Weighted average interest rate####5.28##%####\u2014##%####\u2014##%####\u2014##%####\u2014##%####\u2014##%####5.28##%#### Other debt securities####62######46######\u2014######\u2014######\u2014######\u2014######108######104 Weighted average interest rate####0.55##%####1.07##%####\u2014##%####\u2014##%####\u2014##%####\u2014##%####0.78##%#### ##$##66,144####$##3,123####$##1,228####$##202####$##56####$##521####$##71,274###### Cash equivalents and marketable debt securities############################################$##70,919"}
-{"_id": "AMZN20230509", "title": "AMZN Interest Rate Risk", "text": "As of December 31, 2023, we had long-term debt with a face value of $67.2 billion, including the current portion, primarily consisting of fixed rate unsecured senior notes. See Item 8 of Part II, \u201cFinancial Statements and Supplementary Data \u2014 Note 6 \u2014 Debt\u201d for additional information."}
-{"_id": "AMZN20230511", "title": "AMZN Foreign Exchange Risk", "text": "During 2023, net sales from our International segment accounted for 23% of our consolidated revenues. Net sales and related expenses generated from our internationally-focused stores, including within Canada and Mexico (which are included in our North America segment), are primarily denominated in the functional currencies of the corresponding stores and primarily include Euros, British Pounds, and Japanese Yen. The results of operations of, and certain of our intercompany balances associated with, our internationally-focused stores and AWS are exposed to foreign exchange rate fluctuations. Upon consolidation, as foreign exchange rates vary, net sales and other operating results may differ materially from expectations, and we may record significant gains or losses on the remeasurement of intercompany balances. For example, as a result of fluctuations in foreign exchange rates throughout the year compared to rates in effect the prior year, International segment net sales increased by $88 million in comparison with the prior year."}
-{"_id": "AMZN20230512", "title": "AMZN Foreign Exchange Risk", "text": "We have foreign exchange risk related to foreign-denominated cash, cash equivalents, and marketable securities (\u201cforeign funds\u201d). Based on the balance of foreign funds as of December 31, 2023, of $23.5 billion, an assumed 5%, 10%, and 20% adverse change to foreign exchange would result in declines of $1.2 billion, $2.3 billion, and $4.7 billion."}
-{"_id": "AMZN20230513", "title": "AMZN Foreign Exchange Risk", "text": "We also have foreign exchange risk related to our intercompany balances denominated in various currencies. Based on the intercompany balances as of December 31, 2023, an assumed 5%, 10%, and 20% adverse change to foreign exchange rates would result in losses of $320 million, $640 million, and $1.3 billion, recorded to \u201cOther income (expense), net.\u201d"}
-{"_id": "AMZN20230514", "title": "AMZN Foreign Exchange Risk", "text": "See Item 7 of Part II, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations \u2014 Results of Operations \u2014 Effect of Foreign Exchange Rates\u201d for additional information on the effect on reported results of changes in foreign exchange rates."}
-{"_id": "AMZN20230517", "title": "AMZN Equity Investment Risk", "text": "As of December 31, 2023, our recorded value in equity, equity warrant, and convertible debt investments in public and private companies was $9.6 billion. Our equity and equity warrant investments in publicly traded companies, which include our equity investment in Rivian, represent $5.7 billion of our investments as of December 31, 2023, and are recorded at fair value, which is subject to market price volatility. We record our equity warrant investments in private companies at fair value and adjust our equity investments in private companies for observable price changes or impairments. Valuations of private companies are inherently more complex due to the lack of readily available market data. The current global economic conditions provide additional uncertainty. As such, we believe that market sensitivities are not practicable. See Item 8 of Part II, \u201cFinancial Statements and Supplementary Data \u2014 Note 1 \u2014 Description of Business, Accounting Policies, and Supplemental Disclosures\u201d for additional information."}
-{"_id": "AMZN20230526", "title": "AMZN INDEX TO CONSOLIDATED FINANCIAL STATEMENTS", "text": " ##Page Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID: 42)##35 Consolidated Statements of Cash Flows##37 Consolidated Statements of Operations##38 Consolidated Statements of Comprehensive Income (Loss)##39 Consolidated Balance Sheets##40 Consolidated Statements of Stockholders\u2019 Equity##41"}
-{"_id": "AMZN20230531", "title": "AMZN The Board of Directors and Shareholders", "text": "Amazon.com, Inc."}
-{"_id": "AMZN20230533", "title": "AMZN Opinion on the Financial Statements", "text": "We have audited the accompanying consolidated balance sheets of Amazon.com, Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), stockholders\u2019 equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles."}
-{"_id": "AMZN20230534", "title": "AMZN Opinion on the Financial Statements", "text": "We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 1, 2024 expressed an unqualified opinion thereon."}
-{"_id": "AMZN20230536", "title": "AMZN Basis for Opinion", "text": "These consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "AMZN20230537", "title": "AMZN Basis for Opinion", "text": "We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion."}
-{"_id": "AMZN20230540", "title": "AMZN Critical Audit Matter", "text": "The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates."}
-{"_id": "AMZN20230542", "title": "AMZN Uncertain Tax Positions", "text": "Description of the Matter As discussed in Notes 1 and 9 of the consolidated financial statements, the Company is subject to income taxes in the U.S. and numerous foreign jurisdictions and during the ordinary course of business, there are many tax positions for which the ultimate tax determination is uncertain. As a result, significant judgment is required in evaluating the Company\u2019s tax positions and determining its provision for income taxes. The Company uses significant judgment in (1) determining whether a tax position\u2019s technical merits are more likely than not to be sustained and (2) measuring the amount of tax benefit that qualifies for recognition. As of December 31, 2023, the Company reported accrued liabilities of $5.2 billion for various tax contingencies. Auditing the recognition and measurement of the Company\u2019s tax contingencies was challenging because the evaluation of whether a tax position is more likely than not to be sustained and the measurement of the benefit of various tax positions can be complex and involves significant auditor judgment. Management\u2019s evaluation of tax positions is based on interpretations of tax laws and legal rulings, and may be impacted by regulatory changes and judicial and examination activity."}
-{"_id": "AMZN20230543", "title": "AMZN Uncertain Tax Positions", "text": "How We Addressed the Matter in Our Audit We tested controls over the Company\u2019s process to assess the technical merits of its tax contingencies, including controls over: the assessment as to whether a tax position is more likely than not to be sustained; the measurement of the benefit of its tax positions, both initially and on an ongoing basis; and the development of the related disclosures.  We involved our international tax, transfer pricing, and research and development tax professionals in assessing the technical merits of certain of the Company\u2019s tax positions. Depending on the nature of the specific tax position and, as applicable, developments with the relevant tax authorities relating thereto, our procedures included obtaining and examining the Company\u2019s analysis including the Company\u2019s correspondence with such tax authorities and evaluating the underlying facts upon which the tax positions are based. We used our knowledge of and experience with international, transfer pricing, and other income tax laws of the relevant taxing jurisdictions to evaluate the Company\u2019s accounting for its tax contingencies. We evaluated developments in the applicable regulatory environments to assess potential effects on the Company\u2019s positions, including recent decisions in relevant court cases. We analyzed the appropriateness of the Company\u2019s assumptions and the accuracy of the Company\u2019s calculations and data used to determine the amount of tax benefits to recognize. We evaluated the Company\u2019s income tax disclosures in relation to these matters."}
-{"_id": "AMZN20230545", "title": "AMZN /s/ Ernst & Young LLP", "text": "We have served as the Company\u2019s auditor since 1996."}
-{"_id": "AMZN20230549", "title": "AMZN February 1, 2024", "text": "AMAZON.COM, INC."}
-{"_id": "AMZN20230588", "title": "AMZN CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions)", "text": " ########Year Ended December 31,#### ####2021####2022####2023 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD##$##42,377##$##36,477##$##54,253 OPERATING ACTIVITIES:############ Net income (loss)####33,364####(2,722)####30,425 Adjustments to reconcile net income (loss) to net cash from operating activities:############ Depreciation and amortization of property and equipment and capitalized content costs, operating lease assets, and other####34,433####41,921####48,663 Stock-based compensation####12,757####19,621####24,023 Non-operating expense (income), net####(14,306)####16,966####(748) Deferred income taxes####(310)####(8,148)####(5,876) Changes in operating assets and liabilities:############ Inventories####(9,487)####(2,592)####1,449 Accounts receivable, net and other####(9,145)####(8,622)####(8,348) Other assets####(9,018)####(13,275)####(12,265) Accounts payable####3,602####2,945####5,473 Accrued expenses and other####2,123####(1,558)####(2,428) Unearned revenue####2,314####2,216####4,578 Net cash provided by (used in) operating activities####46,327####46,752####84,946 INVESTING ACTIVITIES:############ Purchases of property and equipment####(61,053)####(63,645)####(52,729) Proceeds from property and equipment sales and incentives####5,657####5,324####4,596 Acquisitions, net of cash acquired, non-marketable investments, and other####(1,985)####(8,316)####(5,839) Sales and maturities of marketable securities####59,384####31,601####5,627 Purchases of marketable securities####(60,157)####(2,565)####(1,488) Net cash provided by (used in) investing activities####(58,154)####(37,601)####(49,833) FINANCING ACTIVITIES:############ Common stock repurchased####\u2014####(6,000)####\u2014 Proceeds from short-term debt, and other####7,956####41,553####18,129 Repayments of short-term debt, and other####(7,753)####(37,554)####(25,677) Proceeds from long-term debt####19,003####21,166####\u2014 Repayments of long-term debt####(1,590)####(1,258)####(3,676) Principal repayments of finance leases####(11,163)####(7,941)####(4,384) Principal repayments of financing obligations####(162)####(248)####(271) Net cash provided by (used in) financing activities####6,291####9,718####(15,879) Foreign currency effect on cash, cash equivalents, and restricted cash####(364)####(1,093)####403 Net increase (decrease) in cash, cash equivalents, and restricted cash####(5,900)####17,776####19,637 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD##$##36,477##$##54,253##$##73,890"}
-{"_id": "AMZN20230590", "title": "AMZN CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions)", "text": "See accompanying notes to consolidated financial statements."}
-{"_id": "AMZN20230591", "title": "AMZN CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions)", "text": "AMAZON.COM, INC."}
-{"_id": "AMZN20230620", "title": "AMZN CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share data)", "text": " ########Year Ended December 31,#### ####2021####2022####2023 Net product sales##$##241,787##$##242,901##$##255,887 Net service sales####228,035####271,082####318,898 Total net sales####469,822####513,983####574,785 Operating expenses:############ Cost of sales####272,344####288,831####304,739 Fulfillment####75,111####84,299####90,619 Technology and infrastructure####56,052####73,213####85,622 Sales and marketing####32,551####42,238####44,370 General and administrative####8,823####11,891####11,816 Other operating expense (income), net####62####1,263####767 Total operating expenses####444,943####501,735####537,933 Operating income####24,879####12,248####36,852 Interest income####448####989####2,949 Interest expense####(1,809)####(2,367)####(3,182) Other income (expense), net####14,633####(16,806)####938 Total non-operating income (expense)####13,272####(18,184)####705 Income (loss) before income taxes####38,151####(5,936)####37,557 Benefit (provision) for income taxes####(4,791)####3,217####(7,120) Equity-method investment activity, net of tax####4####(3)####(12) Net income (loss)##$##33,364##$##(2,722)##$##30,425 Basic earnings per share##$##3.30##$##(0.27)##$##2.95 Diluted earnings per share##$##3.24##$##(0.27)##$##2.90 Weighted-average shares used in computation of earnings per share:############ Basic####10,117####10,189####10,304 Diluted####10,296####10,189####10,492"}
-{"_id": "AMZN20230622", "title": "AMZN CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share data)", "text": "See accompanying notes to consolidated financial statements."}
-{"_id": "AMZN20230623", "title": "AMZN CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share data)", "text": "AMAZON.COM, INC."}
-{"_id": "AMZN20230637", "title": "AMZN CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in millions)", "text": " ########Year Ended December 31,#### ####2021####2022####2023 Net income (loss)##$##33,364##$##(2,722)##$##30,425 Other comprehensive income (loss):############ Foreign currency translation adjustments, net of tax of $47, $100, and $(55)####(819)####(2,586)####1,027 Available-for-sale debt securities:############ Change in net unrealized gains (losses), net of tax of $72, $159, and $(110)####(343)####(823)####366 Less: reclassification adjustment for losses (gains) included in \u201cOther income (expense), net,\u201d net of tax of $13, $0, and $(15)####(34)####298####50 Net change####(377)####(525)####416 Other, net of tax of $0, $0, and $(1)####\u2014####\u2014####4 Total other comprehensive income (loss)####(1,196)####(3,111)####1,447 Comprehensive income (loss)##$##32,168##$##(5,833)##$##31,872"}
-{"_id": "AMZN20230639", "title": "AMZN CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in millions)", "text": "See accompanying notes to consolidated financial statements."}
-{"_id": "AMZN20230640", "title": "AMZN CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in millions)", "text": "AMAZON.COM, INC."}
-{"_id": "AMZN20230675", "title": "AMZN CONSOLIDATED BALANCE SHEETS (in millions, except per share data)", "text": " ######December 31,#### ####2022######2023 ASSETS########## Current assets:########## Cash and cash equivalents##$##53,888####$##73,387 Marketable securities####16,138######13,393 Inventories####34,405######33,318 Accounts receivable, net and other####42,360######52,253 Total current assets####146,791######172,351 Property and equipment, net####186,715######204,177 Operating leases####66,123######72,513 Goodwill####20,288######22,789 Other assets####42,758######56,024 Total assets##$##462,675####$##527,854 LIABILITIES AND STOCKHOLDERS\u2019 EQUITY########## Current liabilities:########## Accounts payable##$##79,600####$##84,981 Accrued expenses and other####62,566######64,709 Unearned revenue####13,227######15,227 Total current liabilities####155,393######164,917 Long-term lease liabilities####72,968######77,297 Long-term debt####67,150######58,314 Other long-term liabilities####21,121######25,451 Commitments and contingencies (Note 7)########## Stockholders\u2019 equity:########## Preferred stock ($0.01 par value; 500 shares authorized; no shares issued or outstanding)####\u2014######\u2014 Common stock ($0.01 par value; 100,000 shares authorized; 10,757 and 10,898 shares issued; 10,242 and 10,383 shares outstanding)####108######109 Treasury stock, at cost####(7,837)######(7,837) Additional paid-in capital####75,066######99,025 Accumulated other comprehensive income (loss)####(4,487)######(3,040) Retained earnings####83,193######113,618 Total stockholders\u2019 equity####146,043######201,875 Total liabilities and stockholders\u2019 equity##$##462,675####$##527,854"}
-{"_id": "AMZN20230677", "title": "AMZN CONSOLIDATED BALANCE SHEETS (in millions, except per share data)", "text": "See accompanying notes to consolidated financial statements."}
-{"_id": "AMZN20230678", "title": "AMZN CONSOLIDATED BALANCE SHEETS (in millions, except per share data)", "text": "AMAZON.COM, INC."}
-{"_id": "AMZN20230696", "title": "AMZN CONSOLIDATED STATEMENTS OF STOCKHOLDERS\u2019 EQUITY (in millions)", "text": " ######Common Stock#################### ##Shares####Amount####Treasury Stock####Additional Paid-In Capital####Accumulated Other Comprehensive Income (Loss)####Retained Earnings####Total Stockholders\u2019 Equity Balance as of January 1, 2021##10,066##$##105##$##(1,837)##$##42,765##$##(180)##$##52,551##$##93,404 Net income##\u2014####\u2014####\u2014####\u2014####\u2014####33,364####33,364 Other comprehensive income (loss)##\u2014####\u2014####\u2014####\u2014####(1,196)####\u2014####(1,196) Stock-based compensation and issuance of employee benefit plan stock##109####1####\u2014####12,672####\u2014####\u2014####12,673 Balance as of December 31, 2021##10,175####106####(1,837)####55,437####(1,376)####85,915####138,245 Net loss##\u2014####\u2014####\u2014####\u2014####\u2014####(2,722)####(2,722) Other comprehensive income (loss)##\u2014####\u2014####\u2014####\u2014####(3,111)####\u2014####(3,111) Stock-based compensation and issuance of employee benefit plan stock##113####2####\u2014####19,629####\u2014####\u2014####19,631 Common stock repurchased##(46)####\u2014####(6,000)####\u2014####\u2014####\u2014####(6,000) Balance as of December 31, 2022##10,242####108####(7,837)####75,066####(4,487)####83,193####146,043 Net income##\u2014####\u2014####\u2014####\u2014####\u2014####30,425####30,425 Other comprehensive income (loss)##\u2014####\u2014####\u2014####\u2014####1,447####\u2014####1,447 Stock-based compensation and issuance of employee benefit plan stock##141####1####\u2014####23,959####\u2014####\u2014####23,960 Balance as of December 31, 2023##10,383##$##109##$##(7,837)##$##99,025##$##(3,040)##$##113,618##$##201,875"}
-{"_id": "AMZN20230698", "title": "AMZN CONSOLIDATED STATEMENTS OF STOCKHOLDERS\u2019 EQUITY (in millions)", "text": "See accompanying notes to consolidated financial statements."}
-{"_id": "AMZN20230699", "title": "AMZN CONSOLIDATED STATEMENTS OF STOCKHOLDERS\u2019 EQUITY (in millions)", "text": "AMAZON.COM, INC."}
-{"_id": "AMZN20230703", "title": "AMZN Description of Business", "text": "We seek to be Earth\u2019s most customer-centric company. In each of our segments, we serve our primary customer sets, consisting of consumers, sellers, developers, enterprises, content creators, advertisers, and employees. We serve consumers through our online and physical stores and focus on selection, price, and convenience. We offer programs that enable sellers to grow their businesses, sell their products in our stores, and fulfill orders using our services, and programs that allow authors, independent publishers, musicians, filmmakers, Twitch streamers, skill and app developers, and others to publish and sell content. We serve developers and enterprises of all sizes through AWS, which offers a broad set of on-demand technology services, including compute, storage, database, analytics, and machine learning, and other services. We also manufacture and sell electronic devices. In addition, we provide advertising services to sellers, vendors, publishers, authors, and others, through programs such as sponsored ads, display, and video advertising."}
-{"_id": "AMZN20230704", "title": "AMZN Description of Business", "text": "We have organized our operations into three segments: North America, International, and AWS. See \u201cNote 10 \u2014 Segment Information.\u201d"}
-{"_id": "AMZN20230706", "title": "AMZN Common Stock Split", "text": "On May 27, 2022, we effected a 20-for-1 stock split of our common stock and proportionately increased the number of authorized shares of common stock. All share, restricted stock unit (\u201cRSU\u201d), and per share or per RSU information throughout this Annual Report on Form 10-K has been retroactively adjusted to reflect the stock split. The shares of common stock retain a par value of $0.01 per share. Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from \u201cAdditional paid-in capital\u201d to \u201cCommon stock.\u201d"}
-{"_id": "AMZN20230708", "title": "AMZN Prior Period Reclassifications", "text": "Certain prior period amounts have been reclassified to conform to the current period presentation. \u201cOther assets\u201d were reclassified out of \u201cAccounts receivable, net and other\u201d on our consolidated statements of cash flows."}
-{"_id": "AMZN20230710", "title": "AMZN Principles of Consolidation", "text": "The consolidated financial statements include the accounts of Amazon.com, Inc. and its consolidated entities (collectively, the \u201cCompany\u201d), consisting of its wholly-owned subsidiaries and those entities in which we have a variable interest and of which we are the primary beneficiary, including certain entities in India and certain entities that support our health care services and seller lending financing activities. Intercompany balances and transactions between consolidated entities are eliminated."}
-{"_id": "AMZN20230712", "title": "AMZN Use of Estimates", "text": "The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, income taxes, useful lives of equipment, commitments and contingencies, valuation of acquired intangibles and goodwill, stock-based compensation forfeiture rates, vendor funding, inventory valuation, collectability of receivables, impairment of property and equipment and operating leases, valuation and impairment of investments, self-insurance liabilities, and viewing patterns of capitalized video content. Actual results could differ materially from these estimates. For example, in Q4 2023 we completed a useful life study for our servers and are increasing the useful life from five years to six years in January 2024, which, based on servers that are included in \u201cProperty and equipment, net\u201d as of December 31, 2023, will have an anticipated impact to our 2024 operating income of $3.1 billion. We had previously increased the useful life of our servers from four years to five years in January 2022."}
-{"_id": "AMZN20230714", "title": "AMZN Use of Estimates", "text": "For the year ended December 31, 2022, we recorded approximately $1.1 billion, of which $720 million was recorded in the fourth quarter, of impairments of property and equipment and operating leases primarily related to physical stores. These charges were recorded in \u201cOther operating expense (income), net\u201d on our consolidated statements of operations and primarily impacted our North America segment. For the year ended December 31, 2022, we also recorded expenses of approximately $480 million, primarily in \u201cFulfillment\u201d, on our consolidated statements of operations primarily relating to terminating contracts for certain leases not yet commenced as well as other purchase commitments, which primarily impacted our North America segment."}
-{"_id": "AMZN20230715", "title": "AMZN Use of Estimates", "text": "For the year ended December 31, 2022, we recorded approximately $720 million, of which $640 million was recorded in the fourth quarter, of estimated severance costs primarily related to planned role eliminations. These charges were recorded primarily in \u201cTechnology and infrastructure,\u201d \u201cFulfillment,\u201d and \u201cGeneral and administrative\u201d on our consolidated statements of operations and primarily impacted our North America segment."}
-{"_id": "AMZN20230716", "title": "AMZN Use of Estimates", "text": "Charges for impairment, expenses for terminating contracts and other commitments, and severance costs were not material to our consolidated results of operations for the years ended December 31, 2021 and 2023."}
-{"_id": "AMZN20230730", "title": "AMZN Supplemental Cash Flow Information", "text": "The following table shows supplemental cash flow information (in millions): ########Year Ended December 31,#### ####2021####2022####2023 SUPPLEMENTAL CASH FLOW INFORMATION:############ Cash paid for interest on debt, net of capitalized interest##$##1,098##$##1,561##$##2,608 Cash paid for operating leases##$##6,722##$##8,633##$##10,453 Cash paid for interest on finance leases##$##521##$##374##$##308 Cash paid for interest on financing obligations##$##153##$##207##$##196 Cash paid for income taxes, net of refunds##$##3,688##$##6,035##$##11,179 Assets acquired under operating leases##$##25,369##$##18,800##$##14,052 Property and equipment acquired under finance leases, net of remeasurements and modifications##$##7,061##$##675##$##642 Property and equipment recognized during the construction period of build-to-suit lease arrangements##$##5,846##$##3,187##$##357 Property and equipment derecognized after the construction period of build-to-suit lease arrangements, with the associated leases recognized as operating##$##230##$##5,158##$##1,374"}
-{"_id": "AMZN20230732", "title": "AMZN Earnings Per Share", "text": "Basic earnings per share is calculated using our weighted-average outstanding common shares. Diluted earnings per share is calculated using our weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method. In periods when we have a net loss, stock awards are excluded from our calculation of earnings per share as their inclusion would have an antidilutive effect."}
-{"_id": "AMZN20230738", "title": "AMZN Earnings Per Share", "text": "The following table shows the calculation of diluted shares (in millions): ####Year Ended December 31,## ##2021##2022##2023 Shares used in computation of basic earnings per share##10,117##10,189##10,304 Total dilutive effect of outstanding stock awards##179##\u2014##188 Shares used in computation of diluted earnings per share##10,296##10,189##10,492"}
-{"_id": "AMZN20230740", "title": "AMZN Revenue", "text": "Revenue is measured based on the amount of consideration that we expect to receive, reduced by estimates for return allowances, promotional discounts, and rebates. Revenue also excludes any amounts collected on behalf of third parties, including sales and indirect taxes. In arrangements where we have multiple performance obligations, the transaction price is allocated to each performance obligation using the relative stand-alone selling price. We generally determine stand-alone selling prices based on the prices charged to customers or using expected cost plus a margin."}
-{"_id": "AMZN20230741", "title": "AMZN Revenue", "text": "A description of our principal revenue generating activities is as follows:"}
-{"_id": "AMZN20230742", "title": "AMZN Revenue", "text": "Retail sales - We offer consumer products through our online and physical stores. Revenue is recognized when control of the goods is transferred to the customer, which generally occurs upon our delivery to a third-party carrier or, in the case of an Amazon delivery, to the customer."}
-{"_id": "AMZN20230744", "title": "AMZN Revenue", "text": "Third-party seller services - We offer programs that enable sellers to sell their products in our stores, and fulfill orders using our services. We are not the seller of record in these transactions. The commissions and any related fulfillment and shipping fees we earn from these arrangements are recognized when the services are rendered, which generally occurs upon delivery of the related products to a third-party carrier or, in the case of an Amazon delivery, to the customer."}
-{"_id": "AMZN20230745", "title": "AMZN Revenue", "text": "Advertising services - We provide advertising services to sellers, vendors, publishers, authors, and others, through programs such as sponsored ads, display, and video advertising. Revenue is recognized as ads are delivered based on the number of clicks or impressions."}
-{"_id": "AMZN20230746", "title": "AMZN Revenue", "text": "Subscription services - Our subscription sales include fees associated with Amazon Prime memberships and access to content including digital video, audiobooks, digital music, e-books, and other non-AWS subscription services. Prime memberships provide our customers with access to an evolving suite of benefits that represent a single stand-ready obligation. Subscriptions are paid for at the time of or in advance of delivering the services. Revenue from such arrangements is recognized over the subscription period."}
-{"_id": "AMZN20230747", "title": "AMZN Revenue", "text": "AWS - Our AWS arrangements include global sales of compute, storage, database, and other services. Revenue is allocated to services using stand-alone selling prices and is primarily recognized when the customer uses these services, based on the quantity of services rendered, such as compute or storage capacity delivered on-demand. Certain services, including compute and database, are also offered as a fixed quantity over a specified term, for which revenue is recognized ratably. Sales commissions we pay in connection with contracts that exceed one year are capitalized and amortized over the contract term."}
-{"_id": "AMZN20230748", "title": "AMZN Revenue", "text": "Other - Other revenue includes sales related to various other offerings, such as certain licensing and distribution of video content, health care services, and shipping services, and our co-branded credit card agreements. Revenue is recognized when content is licensed or distributed and as or when services are performed."}
-{"_id": "AMZN20230750", "title": "AMZN Return Allowances", "text": "Return allowances, which reduce revenue and cost of sales, are estimated using historical experience. Liabilities for return allowances are included in \u201cAccrued expenses and other\u201d and were $1.0 billion, $1.3 billion, and $1.4 billion as of December 31, 2021, 2022, and 2023. Additions to the allowance were $5.1 billion, $5.5 billion, and $5.2 billion and deductions from the allowance were $4.9 billion, $5.2 billion, and $5.1 billion in 2021, 2022, and 2023. Included in \u201cInventories\u201d on our consolidated balance sheets are assets totaling $882 million, $948 million, and $992 million as of December 31, 2021, 2022, and 2023, for the rights to recover products from customers associated with our liabilities for return allowances."}
-{"_id": "AMZN20230752", "title": "AMZN Cost of Sales", "text": "Cost of sales primarily consists of the purchase price of consumer products, inbound and outbound shipping costs, including costs related to sortation and delivery centers and where we are the transportation service provider, and digital media content costs where we record revenue gross, including video and music. Shipping costs to receive products from our suppliers are included in our inventory, and recognized as cost of sales upon sale of products to our customers. Payment processing and related transaction costs, including those associated with seller transactions, are classified in \u201cFulfillment\u201d on our consolidated statements of operations."}
-{"_id": "AMZN20230754", "title": "AMZN Vendor Agreements", "text": "We have agreements with our vendors to receive consideration primarily for cooperative marketing efforts, promotions, incentives, and volume rebates. We generally consider these amounts received from vendors to be a reduction of the prices we pay for their goods, including property and equipment, or services, and are recorded as a reduction of the cost of inventory, cost of services, or cost of property and equipment. Volume rebates typically depend on reaching minimum purchase thresholds. We evaluate the likelihood of reaching purchase thresholds using past experience and current year forecasts. When volume rebates can be reasonably estimated, we record a portion of the rebate as we make progress towards the purchase threshold."}
-{"_id": "AMZN20230757", "title": "AMZN Fulfillment", "text": "Fulfillment costs primarily consist of those costs incurred in operating and staffing our North America and International segments\u2019 fulfillment centers, physical stores, and customer service centers, including facilities and equipment expenses, such as depreciation and amortization, and rent; costs attributable to buying, receiving, inspecting, and warehousing inventories; picking, packaging, and preparing customer orders for shipment; payment processing and related transaction costs, including costs associated with our guarantee for certain seller transactions; responding to inquiries from customers; and supply chain management for our manufactured electronic devices. Fulfillment costs also include amounts paid to third parties that assist us in fulfillment and customer service operations."}
-{"_id": "AMZN20230759", "title": "AMZN Technology and Infrastructure", "text": "Technology and infrastructure costs include payroll and related expenses for employees involved in the research and development of new and existing products and services, development, design, and maintenance of our stores, curation and display of products and services made available in our online stores, and infrastructure costs. Infrastructure costs include servers, networking equipment, and data center related depreciation and amortization, rent, utilities, and other expenses necessary to support AWS and other Amazon businesses. Collectively, these costs reflect the investments we make in order to offer a wide variety of products and services to our customers, including expenditures related to initiatives to build and deploy innovative and efficient software and electronic devices and the development of a satellite network for global broadband service and autonomous vehicles for ride-hailing services. Technology and infrastructure costs are generally expensed as incurred."}
-{"_id": "AMZN20230761", "title": "AMZN Sales and Marketing", "text": "Sales and marketing costs include advertising and payroll and related expenses for personnel engaged in marketing and selling activities, including sales commissions related to AWS. We pay commissions to third parties when their customer referrals result in sales. We also participate in cooperative advertising arrangements with certain of our vendors, and other third parties."}
-{"_id": "AMZN20230762", "title": "AMZN Sales and Marketing", "text": "Advertising and other promotional costs to market our products and services are expensed as incurred and were $16.9 billion, $20.6 billion, and $20.3 billion in 2021, 2022, and 2023."}
-{"_id": "AMZN20230764", "title": "AMZN General and Administrative", "text": "General and administrative expenses primarily consist of costs for corporate functions, including payroll and related expenses; facilities and equipment expenses, such as depreciation and amortization expense and rent; and professional fees."}
-{"_id": "AMZN20230766", "title": "AMZN Stock-Based Compensation", "text": "Compensation cost for all equity-classified stock awards expected to vest is measured at fair value on the date of grant and recognized over the service period. The fair value of restricted stock units is determined based on the number of shares granted and the quoted price of our common stock. Such value is recognized as expense over the service period, net of estimated forfeitures, using the accelerated method. Under this method, approximately 50% of the grant date fair value is recognized as expense in the first year of grant for the majority of our stock-based compensation awards. The accelerated method also adds a higher level of sensitivity and complexity in estimating forfeitures. If an award is forfeited early in its life, the adjustment to compensation expense is much greater under an accelerated method than under a straight-line method. The estimated number of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from our current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including historical forfeiture experience by grant year and employee level. Additionally, stock-based compensation includes stock appreciation rights that are expected to settle in cash. These liability-classified awards are remeasured to fair value at the end of each reporting period until settlement or expiration."}
-{"_id": "AMZN20230768", "title": "AMZN Other Operating Expense (Income), Net", "text": "Other operating expense (income), net, consists primarily of the amortization of intangible assets, and asset impairments for physical store closures in 2022 and for fulfillment network facilities and physical store closures in 2023."}
-{"_id": "AMZN20230779", "title": "AMZN Other Income (Expense), Net", "text": "Other income (expense), net, is as follows (in millions): ########Year Ended December 31,#### ####2021####2022####2023 Marketable equity securities valuation gains (losses)##$##11,526##$##(13,870)##$##984 Equity warrant valuation gains (losses)####1,315####(2,132)####26 Upward adjustments relating to equity investments in private companies####1,866####76####40 Foreign currency gains (losses)####(55)####(340)####65 Other, net####(19)####(540)####(177) Total other income (expense), net##$##14,633##$##(16,806)##$##938"}
-{"_id": "AMZN20230780", "title": "AMZN Other Income (Expense), Net", "text": "Included in other income (expense), net in 2022 and 2023 is a marketable equity securities valuation gain (loss) of $(12.7) billion and $797 million from our equity investment in Rivian Automotive, Inc. (\u201cRivian\u201d). Our investment in Rivian\u2019s preferred stock was accounted for at cost, with adjustments for observable changes in prices or impairments, prior to Rivian\u2019s initial public offering in November 2021, which resulted in the conversion of our preferred stock to Class A common stock. As of December 31, 2023, we held 158 million shares of Rivian\u2019s Class A common stock, representing an approximate 16% ownership interest, and an approximate 15% voting interest. We determined that we have the ability to exercise significant influence over Rivian through our equity investment, our commercial arrangement for the purchase of electric vehicles and jointly-owned intellectual property, and one of our employees serving on Rivian\u2019s board of directors. We elected the fair value option to account for our equity investment in Rivian, which is included in \u201cMarketable securities\u201d on our consolidated balance sheets, and had a fair value of $2.9 billion and $3.7 billion as of December 31, 2022 and December 31, 2023. The investment was subject to regulatory sales restrictions resulting in a discount for lack of marketability of approximately $800 million as of December 31, 2021, which expired in Q1 2022."}
-{"_id": "AMZN20230791", "title": "AMZN Other Income (Expense), Net", "text": "Required summarized financial information of Rivian as disclosed in its most recent SEC filings is as follows (in millions): ####Year Ended December 31, 2021####Year Ended December 31, 2022####Nine Months Ended September 30, 2023 Revenues##$##55##$##1,658##$##3,119 Gross profit####(465)####(3,123)####(1,424) Loss from operations####(4,220)####(6,856)####(4,158) Net loss####(4,688)####(6,752)####(3,911) ####December 31, 2022####September 30, 2023 Total current assets##$##13,130##$##12,086 Total assets####17,876####16,456 Total current liabilities####2,424####2,624 Total liabilities####4,077####5,904"}
-{"_id": "AMZN20230793", "title": "AMZN Income Taxes", "text": "Income tax expense includes U.S. (federal and state) and foreign income taxes. Certain foreign subsidiary earnings and losses are subject to current U.S. taxation and the subsequent repatriation of those earnings is not subject to tax in the U.S. We intend to invest substantially all of our foreign subsidiary earnings, as well as our capital in our foreign subsidiaries, indefinitely outside of the U.S. in those jurisdictions in which we would incur significant, additional costs upon repatriation of such amounts."}
-{"_id": "AMZN20230794", "title": "AMZN Income Taxes", "text": "Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases, as well as net operating loss and tax credit carryforwards, and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered."}
-{"_id": "AMZN20230795", "title": "AMZN Income Taxes", "text": "Deferred tax assets represent amounts available to reduce income taxes payable in future periods. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent we believe they will not be realized. We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including recent cumulative loss experience and expectations of future earnings, capital gains and investment in such jurisdiction, the carry-forward periods available to us for tax reporting purposes, and other relevant factors."}
-{"_id": "AMZN20230797", "title": "AMZN Income Taxes", "text": "We utilize a two-step approach to recognizing and measuring uncertain income tax positions (income tax contingencies). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. We consider many factors when evaluating our tax positions and estimating our tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. We include interest and penalties related to our income tax contingencies in income tax expense."}
-{"_id": "AMZN20230799", "title": "AMZN Fair Value of Financial Instruments", "text": "Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:"}
-{"_id": "AMZN20230800", "title": "AMZN Fair Value of Financial Instruments", "text": "Level 1 \u2014 Valuations based on quoted prices for identical assets and liabilities in active markets."}
-{"_id": "AMZN20230801", "title": "AMZN Fair Value of Financial Instruments", "text": "Level 2 \u2014 Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data."}
-{"_id": "AMZN20230802", "title": "AMZN Fair Value of Financial Instruments", "text": "Level 3 \u2014 Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment."}
-{"_id": "AMZN20230803", "title": "AMZN Fair Value of Financial Instruments", "text": "We measure the fair value of money market funds and certain marketable equity securities based on quoted prices in active markets for identical assets or liabilities. Other marketable securities were valued either based on recent trades of securities in inactive markets or based on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data. We did not hold significant amounts of marketable securities categorized as Level 3 assets as of December 31, 2022 and 2023."}
-{"_id": "AMZN20230804", "title": "AMZN Fair Value of Financial Instruments", "text": "We hold equity warrants giving us the right to acquire stock of other companies. As of December 31, 2022 and 2023, these warrants had a fair value of $2.1 billion and $2.2 billion, and are recorded within \u201cOther assets\u201d on our consolidated balance sheets with gains and losses recognized in \u201cOther income (expense), net\u201d on our consolidated statements of operations. These warrants are classified as Level 2 and 3 assets."}
-{"_id": "AMZN20230806", "title": "AMZN Cash and Cash Equivalents", "text": "We classify all highly liquid instruments with an original maturity of three months or less as cash equivalents."}
-{"_id": "AMZN20230808", "title": "AMZN Inventories", "text": "Inventories, consisting of products available for sale, are primarily accounted for using the first-in, first-out method, and are valued at the lower of cost and net realizable value. This valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category. The inventory valuation allowance, representing a write-down of inventory, was $2.8 billion and $3.0 billion as of December 31, 2022 and 2023."}
-{"_id": "AMZN20230809", "title": "AMZN Inventories", "text": "We provide Fulfillment by Amazon services in connection with certain of our sellers\u2019 programs. Third-party sellers maintain ownership of their inventory, regardless of whether fulfillment is provided by us or the third-party sellers, and therefore these products are not included in our inventories."}
-{"_id": "AMZN20230810", "title": "AMZN Inventories", "text": "We also purchase electronic device components from a variety of suppliers and use several contract manufacturers to provide manufacturing services for our products. During the normal course of business, in order to manage manufacturing lead times and help ensure adequate supply, we enter into agreements with contract manufacturers and suppliers for certain electronic device components. We have certain non-cancellable purchase commitments arising from these agreements. These commitments are based on forecasted customer demand. If we reduce these commitments, we may incur additional costs. We also have firm, non-cancellable commitments for certain products offered in our Whole Foods Market stores."}
-{"_id": "AMZN20230812", "title": "AMZN Accounts Receivable, Net and Other", "text": "Included in \u201cAccounts receivable, net and other\u201d on our consolidated balance sheets are receivables primarily related to customers, vendors, and sellers, as well as prepaid expenses and other current assets. As of December 31, 2022 and 2023, customer receivables, net, were $26.6 billion and $34.1 billion, vendor receivables, net, were $6.9 billion and $8.5 billion, seller receivables, net, were $1.3 billion and $1.0 billion, and other receivables, net, were $3.1 billion and $3.3 billion. Seller receivables are amounts due from sellers related to our seller lending program, which provides funding to sellers primarily to procure inventory. Prepaid expenses and other current assets were $4.5 billion and $5.4 billion as of December 31, 2022 and December 31, 2023."}
-{"_id": "AMZN20230814", "title": "AMZN Accounts Receivable, Net and Other", "text": "We estimate losses on receivables based on expected losses, including our historical experience of actual losses. Receivables are considered impaired and written-off when it is probable that all contractual payments due will not be collected in accordance with the terms of the agreement. The allowance for doubtful accounts was $1.1 billion, $1.4 billion, and $1.7 billion as of December 31, 2021, 2022, and 2023. Additions to the allowance were $1.0 billion, $1.6 billion, and $1.9 billion, and deductions to the allowance were $1.1 billion, $1.3 billion, and $1.6 billion in 2021, 2022, and 2023."}
-{"_id": "AMZN20230816", "title": "AMZN Software Development Costs", "text": "We incur software development costs related to products to be sold, leased, or marketed to external users, internal-use software, and our websites. Software development costs capitalized were not significant for the years presented. All other costs, including those related to design or maintenance, are expensed as incurred."}
-{"_id": "AMZN20230818", "title": "AMZN Property and Equipment, Net", "text": "Property and equipment are stated at cost less accumulated depreciation and amortization. Incentives that we receive from property and equipment vendors are recorded as a reduction to our costs. Property includes buildings and land that we own, along with property we have acquired under build-to-suit lease arrangements when we have control over the building during the construction period and finance lease arrangements. Equipment includes assets such as servers and networking equipment, heavy equipment, and other fulfillment equipment. Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets (generally the lesser of 40 years or the remaining life of the underlying building, four years prior to January 1, 2022 and five years subsequent to January 1, 2022 for our servers, five years prior to January 1, 2022 and six years subsequent to January 1, 2022 for our networking equipment, ten years for heavy equipment, and three to ten years for other fulfillment equipment). Depreciation and amortization expense is classified within the corresponding operating expense categories on our consolidated statements of operations."}
-{"_id": "AMZN20230820", "title": "AMZN Leases", "text": "We categorize leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that allow us to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in \u201cProperty and equipment, net.\u201d All other leases are categorized as operating leases. Our leases generally have terms that range from one to ten years for equipment and one to twenty years for property."}
-{"_id": "AMZN20230821", "title": "AMZN Leases", "text": "Certain lease contracts include obligations to pay for other services, such as operations and maintenance. For leases of property, we account for these other services as a component of the lease. For substantially all other leases, the services are accounted for separately and we allocate payments to the lease and other services components based on estimated stand-alone prices."}
-{"_id": "AMZN20230822", "title": "AMZN Leases", "text": "Lease liabilities are recognized at the present value of the fixed lease payments, reduced by landlord incentives using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases or lease prepayments reclassified from \u201cOther assets\u201d upon lease commencement. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term."}
-{"_id": "AMZN20230823", "title": "AMZN Leases", "text": "When we have the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that we will exercise the option, we consider the option in determining the classification and measurement of the lease. Our leases may include variable payments based on measures that include changes in price indices, market interest rates, or the level of sales at a physical store, which are expensed as incurred."}
-{"_id": "AMZN20230824", "title": "AMZN Leases", "text": "Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. Finance lease assets are amortized within operating expenses on a straight-line basis over the shorter of the estimated useful lives of the assets or, in the instance where title does not transfer at the end of the lease term, the lease term. The interest component of a finance lease is included in interest expense and recognized using the effective interest method over the lease term."}
-{"_id": "AMZN20230825", "title": "AMZN Leases", "text": "We establish assets and liabilities for the present value of estimated future costs to retire long-lived assets at the termination or expiration of a lease. Such assets are amortized over the lease period into operating expense, and the recorded liabilities are accreted to the future value of the estimated retirement costs."}
-{"_id": "AMZN20230827", "title": "AMZN Financing Obligations", "text": "We record assets and liabilities for estimated construction costs under build-to-suit lease arrangements when we have control over the building during the construction period. If we continue to control the building after the construction period, the arrangement is classified as a financing obligation instead of a lease. The building is depreciated over the shorter of its useful life or the term of the obligation."}
-{"_id": "AMZN20230829", "title": "AMZN Financing Obligations", "text": "If we do not control the building after the construction period ends, the assets and liabilities for construction costs are derecognized, and we classify the lease as operating."}
-{"_id": "AMZN20230831", "title": "AMZN Goodwill and Indefinite-Lived Intangible Assets", "text": "We evaluate goodwill and indefinite-lived intangible assets for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. We may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying value and if so, we perform a quantitative test. We compare the carrying value of each reporting unit and indefinite-lived intangible asset to its estimated fair value and if the fair value is determined to be less than the carrying value, we recognize an impairment loss for the difference. We estimate the fair value of the reporting units using discounted cash flows. Forecasts of future cash flows are based on our best estimate of future net sales and operating expenses, based primarily on expected category expansion, pricing, market segment share, and general economic conditions."}
-{"_id": "AMZN20230832", "title": "AMZN Goodwill and Indefinite-Lived Intangible Assets", "text": "We completed the required annual impairment test of goodwill for all reporting units and indefinite-lived intangible assets as of April 1, 2023, resulting in no impairments. The fair value of our reporting units substantially exceeded their carrying value. There were no events that caused us to update our annual impairment test. See \u201cNote 5 \u2014 Acquisitions, Goodwill, and Acquired Intangible Assets.\u201d"}
-{"_id": "AMZN20230834", "title": "AMZN Other Assets", "text": "Included in \u201cOther assets\u201d on our consolidated balance sheets are amounts primarily related to video and music content, net of accumulated amortization; long-term deferred tax assets; acquired intangible assets, net of accumulated amortization; equity warrant assets and certain equity investments; satellite network launch services deposits; and affordable housing loans. We recognize certain transactions with governments when there is reasonable assurance that incentives included in the agreements, such as cash or certain tax credits, will be received and we are able to comply with any related conditions. These incentives are recorded as reductions to the cost of related assets or expenses."}
-{"_id": "AMZN20230836", "title": "AMZN Digital Video and Music Content", "text": "We obtain video content, inclusive of episodic television and movies, and music content for customers through licensing agreements that have a wide range of licensing provisions including both fixed and variable payment schedules. When the license fee for a specific video or music title is determinable or reasonably estimable and the content is available to us, we recognize an asset and a corresponding liability for the amounts owed. We reduce the liability as payments are made and we amortize the asset to \u201cCost of sales\u201d on an accelerated basis, based on estimated usage or viewing patterns, or on a straight-line basis. If the licensing fee is not determinable or reasonably estimable, no asset or liability is recorded and licensing costs are expensed as incurred. We also develop original video content for which the production costs are capitalized and amortized to \u201cCost of sales\u201d predominantly on an accelerated basis that follows the estimated viewing patterns associated with the content. The weighted average remaining life of our capitalized video content is 3.5 years. We review usage and viewing patterns impacting the amortization of capitalized video content on an ongoing basis and reflect any changes prospectively."}
-{"_id": "AMZN20230837", "title": "AMZN Digital Video and Music Content", "text": "Our produced and licensed video content is primarily monetized together as a unit, referred to as a film group, in each major geography where we offer Amazon Prime memberships. These film groups are evaluated for impairment whenever an event occurs or circumstances change indicating the fair value is less than the carrying value. The total capitalized costs of video, which is primarily released content, and music as of December 31, 2022 and 2023 were $16.7 billion and $17.4 billion. Total video and music expense was $16.6 billion and $18.9 billion for the year ended December 31, 2022 and 2023. Total video and music expense includes licensing and production costs associated with content offered within Amazon Prime memberships, and costs associated with digital subscriptions and sold or rented content."}
-{"_id": "AMZN20230839", "title": "AMZN Investments", "text": "We generally invest our excess cash in AAA-rated money market funds and investment grade short- to intermediate-term marketable debt securities. Such investments are included in \u201cCash and cash equivalents\u201d or \u201cMarketable securities\u201d on the accompanying consolidated balance sheets."}
-{"_id": "AMZN20230840", "title": "AMZN Investments", "text": "Marketable debt securities are classified as available-for-sale and reported at fair value with unrealized gains and losses included in \u201cAccumulated other comprehensive income (loss).\u201d Each reporting period, we evaluate whether declines in fair value below carrying value are due to expected credit losses, as well as our ability and intent to hold the investment until a forecasted recovery occurs. Expected credit losses are recorded as an allowance through \u201cOther income (expense), net\u201d on our consolidated statements of operations."}
-{"_id": "AMZN20230842", "title": "AMZN Investments", "text": "Convertible notes classified as available for sale, equity investments in private companies for which we do not have the ability to exercise significant influence and accounted for at cost, and equity investments accounted for using the equity method of accounting are included within \u201cOther assets\u201d on our consolidated balance sheets."}
-{"_id": "AMZN20230843", "title": "AMZN Investments", "text": "In Q3 2023, we invested in a $1.25 billion note from Anthropic, PBC, which is convertible to equity. The note is classified as available for sale and reported at fair value with unrealized gains and losses included in \u201cAccumulated other comprehensive income (loss).\u201d The note is classified as a Level 3 asset. We have an agreement that expires in Q1 2024 to invest up to an additional $2.75 billion in a second convertible note. We also have a commercial arrangement primarily for the provision of AWS cloud services, which includes the use of AWS chips."}
-{"_id": "AMZN20230844", "title": "AMZN Investments", "text": "Equity investments in private companies for which we do not have the ability to exercise significant influence are accounted for at cost, with adjustments for observable changes in prices or impairments, with adjustments recognized in \u201cOther income (expense), net\u201d on our consolidated statements of operations. Each reporting period, we perform a qualitative assessment to evaluate whether the investment is impaired. Our assessment includes a review of recent operating results and trends, recent sales/acquisitions of the investee securities, and other publicly available data. If the investment is impaired, we write it down to its estimated fair value. As of December 31, 2022 and 2023, these investments had a carrying value of $715 million and $754 million."}
-{"_id": "AMZN20230845", "title": "AMZN Investments", "text": "Equity investments are accounted for using the equity method of accounting, or at fair value if we elect the fair value option, if the investment gives us the ability to exercise significant influence, but not control, over an investee. Our share of the earnings or losses as reported by equity-method investees, amortization of basis differences, related gains or losses, and impairments, if any, are recognized in \u201cEquity-method investment activity, net of tax\u201d on our consolidated statements of operations. Each reporting period, we evaluate whether declines in fair value below carrying value are other-than-temporary and if so, we write down the investment to its estimated fair value."}
-{"_id": "AMZN20230846", "title": "AMZN Investments", "text": "Equity investments that have readily determinable fair values, including investments for which we have elected the fair value option, are included in \u201cMarketable securities\u201d on our consolidated balance sheets and measured at fair value with changes recognized in \u201cOther income (expense), net\u201d on our consolidated statements of operations."}
-{"_id": "AMZN20230848", "title": "AMZN Long-Lived Assets", "text": "Long-lived assets, other than goodwill and indefinite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable."}
-{"_id": "AMZN20230849", "title": "AMZN Long-Lived Assets", "text": "For long-lived assets used in operations, including lease assets, impairment losses are only recorded if the asset\u2019s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. We measure the impairment loss based on the difference between the carrying amount and estimated fair value. Long-lived assets are considered held for sale when certain criteria are met, including when management has committed to a plan to sell the asset, the asset is available for sale in its immediate condition, and the sale is probable within one year of the reporting date. Assets held for sale are reported at the lower of cost or fair value less costs to sell. Assets held for sale were not significant as of December 31, 2022 and 2023."}
-{"_id": "AMZN20230851", "title": "AMZN Accrued Expenses and Other", "text": "Included in \u201cAccrued expenses and other\u201d on our consolidated balance sheets are liabilities primarily related to leases and asset retirement obligations, tax-related liabilities, current debt, payroll and related expenses, unredeemed gift cards, self-insurance liabilities, customer liabilities, marketing liabilities, acquired digital media content, and other operating expenses."}
-{"_id": "AMZN20230852", "title": "AMZN Accrued Expenses and Other", "text": "As of December 31, 2022 and 2023, our liabilities for payroll related expenses were $7.7 billion and our liabilities for unredeemed gift cards were $5.4 billion and $5.3 billion. We reduce the liability for a gift card when redeemed by a customer. The portion of gift cards that we do not expect to be redeemed is recognized based on customer usage patterns."}
-{"_id": "AMZN20230855", "title": "AMZN Self-Insurance Liabilities", "text": "Although we maintain certain high-deductible, third-party insurance coverage for catastrophic losses, we effectively self-insure for exposure primarily related to workers\u2019 compensation, employee health care benefits, general and product liability, and automobile liability, including liability resulting from third-party transportation service providers. We estimate self-insurance liabilities by considering historical claims experience, frequency and costs of claims, projected claims development, inflation, and other actuarial assumptions. Changes in the number or costs of claims, healthcare costs, judgment and settlement amounts, associated legal expenses, and other factors could cause actual results to differ materially from these estimates. In the fourth quarter of 2022, we increased our reserves for general, product, and automobile liabilities by $1.3 billion primarily driven by changes in our estimates about the costs of asserted and unasserted claims, which was primarily recorded in \u201cCost of sales\u201d on our consolidated statements of operations and impacted our North America segment. Increases to our reserves driven by changes in estimates were not material to our consolidated results of operations for the years ended December 31, 2021 and"}
-{"_id": "AMZN20230856", "title": "AMZN Self-Insurance Liabilities", "text": "2023. As of December 31, 2022 and 2023, our total self-insurance liabilities were $4.0 billion and $6.3 billion and are included in \u201cAccrued expenses and other\u201d on our consolidated balance sheets."}
-{"_id": "AMZN20230858", "title": "AMZN Unearned Revenue", "text": "Unearned revenue is recorded when payments are received or due in advance of performing our service obligations and is recognized over the service period. Unearned revenue primarily relates to prepayments of AWS services and Amazon Prime memberships. Our total unearned revenue as of December 31, 2022 was $16.1 billion, of which $12.4 billion was recognized as revenue during the year ended December 31, 2023 and our total unearned revenue as of December 31, 2023 was $20.6 billion. Included in \u201cOther long-term liabilities\u201d on our consolidated balance sheets was $2.9 billion and $5.7 billion of unearned revenue as of December 31, 2022 and 2023."}
-{"_id": "AMZN20230859", "title": "AMZN Unearned Revenue", "text": "Additionally, we have performance obligations, primarily related to AWS, associated with commitments in customer contracts for future services that have not yet been recognized in our financial statements. For contracts with original terms that exceed one year, those commitments not yet recognized were $155.7 billion as of December 31, 2023. The weighted average remaining life of our long-term contracts is 4.0 years. However, the amount and timing of revenue recognition is largely driven by customer usage, which can extend beyond the original contractual term."}
-{"_id": "AMZN20230861", "title": "AMZN Other Long-Term Liabilities", "text": "Included in \u201cOther long-term liabilities\u201d on our consolidated balance sheets are liabilities primarily related to financing obligations, unearned revenue, asset retirement obligations, tax contingencies, digital video and music content, and deferred tax liabilities."}
-{"_id": "AMZN20230863", "title": "AMZN Foreign Currency", "text": "We have internationally-focused stores for which the net sales generated, as well as most of the related expenses directly incurred from those operations, are denominated in local functional currencies. The functional currency of our subsidiaries that either operate or support these stores is generally the same as the local currency. Assets and liabilities of these subsidiaries are translated into U.S. Dollars at period-end foreign exchange rates, and revenues and expenses are translated at average rates prevailing throughout the period. Translation adjustments are included in \u201cAccumulated other comprehensive income (loss),\u201d a separate component of stockholders\u2019 equity. Transaction gains and losses including intercompany transactions denominated in a currency other than the functional currency of the entity involved are included in \u201cOther income (expense), net\u201d on our consolidated statements of operations. In connection with the settlement and remeasurement of intercompany balances, we recorded gains (losses) of $19 million, $386 million, and $(329) million in 2021, 2022, and 2023."}
-{"_id": "AMZN20230866", "title": "AMZN Accounting Pronouncements Not Yet Adopted", "text": "In December 2023, the Financial Accounting Standards Board issued an Accounting Standards Update (\u201cASU\u201d) amending existing income tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation. The ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. We are currently evaluating the ASU to determine its impact on our income tax disclosures."}
-{"_id": "AMZN20230900", "title": "AMZN Cash, Cash Equivalents, Restricted Cash, and Marketable Securities", "text": "As of December 31, 2022 and 2023, our cash, cash equivalents, restricted cash, and marketable securities primarily consisted of cash, AAA-rated money market funds, U.S. and foreign government and agency securities, other investment grade securities, and marketable equity securities. Cash equivalents and marketable securities are recorded at fair value. The following table summarizes, by major security type, our cash, cash equivalents, restricted cash, and marketable securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in millions): ##########December 31, 2022######## ####Cost or Amortized Cost####Gross Unrealized Gains######Gross Unrealized Losses####Total Estimated Fair Value Cash##$##10,666##$##\u2014####$##\u2014##$##10,666 Level 1 securities:################## Money market funds####27,899####\u2014######\u2014####27,899 Equity securities (1)##################3,709 Level 2 securities:################## Foreign government and agency securities####537####\u2014######(2)####535 U.S. government and agency securities####2,301####\u2014######(155)####2,146 Corporate debt securities####23,111####\u2014######(484)####22,627 Asset-backed securities####2,721####\u2014######(149)####2,572 Other debt securities####249####\u2014######(12)####237 ##$##67,484##$##\u2014####$##(802)##$##70,391 Less: Restricted cash, cash equivalents, and marketable securities (2)##################(365) Total cash, cash equivalents, and marketable securities################$##70,026 ##########December 31, 2023######## ####Cost or Amortized Cost####Gross Unrealized Gains######Gross Unrealized Losses####Total Estimated Fair Value Cash##$##11,706##$##\u2014####$##\u2014##$##11,706 Level 1 securities:################## Money market funds####39,160####\u2014######\u2014####39,160 Equity securities (1)##################4,658 Level 2 securities:################## Foreign government and agency securities####505####\u2014######\u2014####505 U.S. government and agency securities####1,789####1######(91)####1,699 Corporate debt securities####27,996####\u2014######(191)####27,805 Asset-backed securities####1,707####\u2014######(61)####1,646 Other debt securities####108####\u2014######(4)####104 ##$##82,971##$##1####$##(347)##$##87,283 Less: Restricted cash, cash equivalents, and marketable securities (2)##################(503) Total cash, cash equivalents, and marketable securities################$##86,780"}
-{"_id": "AMZN20230902", "title": "AMZN ___________________", "text": "(1)The related unrealized gain (loss) recorded in \u201cOther income (expense), net\u201d was $11.6 billion, $(13.6) billion, and $1.0 billion for the years ended December 31, 2021, 2022, and 2023."}
-{"_id": "AMZN20230903", "title": "AMZN ___________________", "text": "(2)We are required to pledge or otherwise restrict a portion of our cash, cash equivalents, and marketable debt securities primarily as collateral for real estate, amounts due to third-party sellers in certain jurisdictions, debt, and standby and trade letters of credit. We classify cash, cash equivalents, and marketable debt securities with use restrictions of less than twelve months as \u201cAccounts receivable, net and other\u201d and of twelve months or longer as non-current \u201cOther assets\u201d on our consolidated balance sheets. See \u201cNote 7 \u2014 Commitments and Contingencies.\u201d"}
-{"_id": "AMZN20230908", "title": "AMZN ___________________", "text": "The following table summarizes gross gains and gross losses realized on sales of marketable debt securities (in millions): ########Year Ended December 31,#### ####2021####2022####2023 Realized gains##$##85##$##43##$##2 Realized losses####38####341####67"}
-{"_id": "AMZN20230915", "title": "AMZN ___________________", "text": "The following table summarizes the remaining contractual maturities of our cash equivalents and marketable debt securities as of December 31, 2023 (in millions): ####Amortized Cost####Estimated Fair Value Due within one year##$##65,224##$##65,159 Due after one year through five years####4,635####4,430 Due after five years through ten years####411####394 Due after ten years####995####936 Total##$##71,265##$##70,919"}
-{"_id": "AMZN20230917", "title": "AMZN ___________________", "text": "Actual maturities may differ from the contractual maturities because borrowers may have certain prepayment conditions."}
-{"_id": "AMZN20230924", "title": "AMZN Consolidated Statements of Cash Flows Reconciliation", "text": "The following table provides a reconciliation of the amount of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets to the total of the same such amounts shown in the consolidated statements of cash flows (in millions): ####December 31, 2022####December 31, 2023 Cash and cash equivalents##$##53,888##$##73,387 Restricted cash included in accounts receivable, net and other####358####497 Restricted cash included in other assets####7####6 Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows##$##54,253##$##73,890"}
-{"_id": "AMZN20230936", "title": "AMZN Note 3 \u2014 PROPERTY AND EQUIPMENT", "text": "Property and equipment, at cost, consisted of the following (in millions): ######December 31,#### ####2022######2023 Gross property and equipment (1):########## Land and buildings##$##91,650####$##105,293 Equipment####157,458######185,039 Other assets####4,602######5,116 Construction in progress####30,020######28,840 Gross property and equipment####283,730######324,288 Total accumulated depreciation and amortization (1)####97,015######120,111 Total property and equipment, net##$##186,715####$##204,177"}
-{"_id": "AMZN20230938", "title": "AMZN __________________", "text": "(1)Includes the original cost and accumulated depreciation of fully-depreciated assets."}
-{"_id": "AMZN20230940", "title": "AMZN __________________", "text": "Depreciation and amortization expense on property and equipment was $22.9 billion, $24.9 billion, and $30.2 billion which includes amortization of property and equipment acquired under finance leases of $9.9 billion, $6.1 billion, and $5.9 billion for 2021, 2022, and 2023."}
-{"_id": "AMZN20230942", "title": "AMZN Note 4 \u2014 LEASES", "text": "We have entered into non-cancellable operating and finance leases for fulfillment network, data center, office, and physical store facilities as well as server and networking equipment, aircraft, and vehicles. Gross assets acquired under finance leases, including those where title transfers at the end of the lease, are recorded in \u201cProperty and equipment, net\u201d and were $68.0 billion and $62.5 billion as of December 31, 2022 and 2023. Accumulated amortization associated with finance leases was $45.2 billion and $44.7 billion as of December 31, 2022 and 2023."}
-{"_id": "AMZN20230952", "title": "AMZN Note 4 \u2014 LEASES", "text": "Lease cost recognized in our consolidated statements of operations is summarized as follows (in millions): ########Year Ended December 31,#### ####2021####2022####2023 Operating lease cost##$##7,199##$##8,847##$##10,550 Finance lease cost:############ Amortization of lease assets####9,857####6,097####5,899 Interest on lease liabilities####473####361####304 Finance lease cost####10,330####6,458####6,203 Variable lease cost####1,556####1,852####2,165 Total lease cost##$##19,085##$##17,157##$##18,918"}
-{"_id": "AMZN20230958", "title": "AMZN Note 4 \u2014 LEASES", "text": "Other information about lease amounts recognized in our consolidated financial statements is as follows: ##December 31, 2022####December 31, 2023## Weighted-average remaining lease term \u2013 operating leases##11.6 years####11.3 years## Weighted-average remaining lease term \u2013 finance leases##10.3 years####11.9 years## Weighted-average discount rate \u2013 operating leases##2.8##%##3.3##% Weighted-average discount rate \u2013 finance leases##2.3##%##2.7##%"}
-{"_id": "AMZN20230974", "title": "AMZN Note 4 \u2014 LEASES", "text": "Our lease liabilities were as follows (in millions): ########December 31, 2022#### ####Operating Leases####Finance Leases####Total Gross lease liabilities##$##81,273##$##18,019##$##99,292 Less: imputed interest####(12,233)####(2,236)####(14,469) Present value of lease liabilities####69,040####15,783####84,823 Less: current portion of lease liabilities####(7,458)####(4,397)####(11,855) Total long-term lease liabilities##$##61,582##$##11,386##$##72,968 ########December 31, 2023#### ####Operating Leases####Finance Leases####Total Gross lease liabilities##$##90,777##$##14,106##$##104,883 Less: imputed interest####(15,138)####(1,997)####(17,135) Present value of lease liabilities####75,639####12,109####87,748 Less: current portion of lease liabilities####(8,419)####(2,032)####(10,451) Total long-term lease liabilities##$##67,220##$##10,077##$##77,297"}
-{"_id": "AMZN20230977", "title": "AMZN 2021 Acquisition Activity", "text": "During 2021, we acquired certain companies for an aggregate purchase price of $496 million, net of cash acquired."}
-{"_id": "AMZN20230979", "title": "AMZN 2022 Acquisition Activity", "text": "On March 17, 2022, we acquired MGM Holdings Inc., for cash consideration of approximately $6.1 billion, net of cash acquired, to provide more digital media content options for customers. We also assumed $2.5 billion of debt, which we repaid immediately after closing. The acquired assets primarily consist of $3.4 billion of video content and $4.9 billion of goodwill."}
-{"_id": "AMZN20230980", "title": "AMZN 2022 Acquisition Activity", "text": "During 2022, we also acquired certain other companies for an aggregate purchase price of $141 million, net of cash acquired."}
-{"_id": "AMZN20230982", "title": "AMZN 2023 Acquisition Activity", "text": "On February 22, 2023, we acquired 1Life Healthcare, Inc. (One Medical), for cash consideration of approximately $3.5 billion, net of cash acquired, to provide health care options for customers. The acquired assets primarily consist of $1.3 billion of intangible assets and $2.5 billion of goodwill, which is allocated to our North America segment."}
-{"_id": "AMZN20230983", "title": "AMZN 2023 Acquisition Activity", "text": "During 2023, we also acquired certain other companies for an immaterial aggregate purchase price, net of cash acquired."}
-{"_id": "AMZN20230984", "title": "AMZN 2023 Acquisition Activity", "text": "Pro forma results of operations have not been presented because the effects of the 2023 acquisitions, individually and in the aggregate, were not material to our consolidated results of operations. Acquisition-related costs were expensed as incurred and were not significant."}
-{"_id": "AMZN20230985", "title": "AMZN 2023 Acquisition Activity", "text": "In addition, in August 2022, we entered into an agreement to acquire iRobot Corporation, as amended in July 2023, for approximately $1.7 billion, including its debt, subject to customary closing conditions. In January 2024, we and iRobot agreed to terminate the transaction."}
-{"_id": "AMZN20230995", "title": "AMZN Goodwill", "text": "The goodwill of the acquired companies is primarily related to expected improvements in technology performance and functionality, as well as sales growth from future product and service offerings and new customers, together with certain intangible assets that do not qualify for separate recognition. The goodwill of the acquired companies is generally not deductible for tax purposes. The following summarizes our goodwill activity in 2022 and 2023 by segment (in millions): ####North America####International####AWS####Consolidated Goodwill - January 1, 2022##$##12,758##$##1,327##$##1,286##$##15,371 New acquisitions####3,943####1,054####\u2014####4,997 Other adjustments (1)####(80)####30####(30)####(80) Goodwill - December 31, 2022####16,621####2,411####1,256####20,288 New acquisitions####2,494####\u2014####\u2014####2,494 Other adjustments (1)####11####1####(5)####7 Goodwill - December 31, 2023##$##19,126##$##2,412##$##1,251##$##22,789"}
-{"_id": "AMZN20230998", "title": "AMZN ___________________", "text": "(1)Primarily includes changes in foreign exchange rates."}
-{"_id": "AMZN20231011", "title": "AMZN Intangible Assets", "text": "Acquired identifiable intangible assets are valued primarily by using discounted cash flows. These assets are included within \u201cOther assets\u201d on our consolidated balance sheets and consist of the following (in millions): ##############December 31,############## ########2022##############2023###### ####Acquired Intangibles, Gross (1)####Accumulated Amortization (1)####Acquired Intangibles, Net######Acquired Intangibles, Gross (1)####Accumulated Amortization (1)####Acquired Intangibles, Net##Weighted Average Life Remaining Finite-lived intangible assets (2):############################ Marketing-related##$##2,407##$##(601)##$##1,806####$##2,643##$##(738)##$##1,905##17.5 Contract-based####3,661####(813)####2,848######4,800####(1,129)####3,671##11.7 Technology- and content-based####883####(643)####240######743####(340)####403##5.1 Customer-related####184####(128)####56######749####(188)####561##6.6 Total finite-lived intangible assets##$##7,135##$##(2,185)##$##4,950####$##8,935##$##(2,395)##$##6,540##12.5 IPR&D and other (3)##$##1,147######$##1,147####$##1,147######$##1,147## Total acquired intangibles##$##8,282##$##(2,185)##$##6,097####$##10,082##$##(2,395)##$##7,687##"}
-{"_id": "AMZN20231013", "title": "AMZN ___________________", "text": "(1)Excludes the original cost and accumulated amortization of fully-amortized intangibles."}
-{"_id": "AMZN20231014", "title": "AMZN ___________________", "text": "(2)Finite-lived intangible assets, excluding acquired video content, have estimated useful lives of between one and twenty-five years, and are being amortized to operating expenses on a straight-line basis."}
-{"_id": "AMZN20231015", "title": "AMZN ___________________", "text": "(3)Intangible assets acquired in a business combination that are in-process and used in research and development activities are considered indefinite-lived until the completion or abandonment of the research and development efforts. Once the research and development efforts are completed, we determine the useful life and begin amortizing the assets."}
-{"_id": "AMZN20231025", "title": "AMZN ___________________", "text": "Amortization expense for acquired finite-lived intangibles was $512 million, $604 million, and $706 million in 2021, 2022, and 2023. Expected future amortization expense of acquired finite-lived intangible assets as of December 31, 2023 is as follows (in millions): ##Year Ended December 31,## 2024##$##715 2025####631 2026####563 2027####552 2028####534 Thereafter####3,545 ##$##6,540"}
-{"_id": "AMZN20231039", "title": "AMZN Note 6 \u2014 DEBT", "text": "As of December 31, 2023, we had $66.5 billion of unsecured senior notes outstanding (the \u201cNotes\u201d) and $682 million of borrowings under our secured revolving credit facility. Our total long-term debt obligations are as follows (in millions): ##Maturities (1)##Stated Interest Rates##Effective Interest Rates####December 31, 2022####December 31, 2023 2014 Notes issuance of $6.0 billion##2024 - 2044##3.80% - 4.95%##3.90% - 5.12%####4,000####4,000 2017 Notes issuance of $17.0 billion##2024 - 2057##2.80% - 5.20%##2.95% - 4.33%####16,000####15,000 2020 Notes issuance of $10.0 billion##2025 - 2060##0.80% - 2.70%##0.88% - 2.77%####10,000####9,000 2021 Notes issuance of $18.5 billion##2024 - 2061##0.45% - 3.25%##0.57% - 3.31%####18,500####17,500 April 2022 Notes issuance of $12.8 billion##2024 - 2062##2.73% - 4.10%##2.83% - 4.15%####12,750####12,750 December 2022 Notes issuance of $8.3 billion##2024 - 2032##4.55% - 4.70%##4.61% - 4.83%####8,250####8,250 Credit Facility##########1,042####682 Total face value of long-term debt##########70,542####67,182 Unamortized discount and issuance costs, net##########(393)####(374) Less: current portion of long-term debt##########(2,999)####(8,494) Long-term debt########$##67,150##$##58,314"}
-{"_id": "AMZN20231041", "title": "AMZN ___________________", "text": "(1)The weighted-average remaining lives of the 2014, 2017, 2020, 2021, April 2022, and December 2022 Notes were 11.6, 14.1, 17.5, 13.1, 12.3, and 4.9 years as of December 31, 2023. The combined weighted-average remaining life of the Notes was 12.7 years as of December 31, 2023."}
-{"_id": "AMZN20231042", "title": "AMZN ___________________", "text": "Interest on the Notes is payable semi-annually in arrears. We may redeem the Notes at any time in whole, or from time to time, in part at specified redemption prices. We are not subject to any financial covenants under the Notes. The estimated fair value of the Notes was approximately $61.4 billion and $60.6 billion as of December 31, 2022 and 2023, which is based on quoted prices for our debt as of those dates."}
-{"_id": "AMZN20231043", "title": "AMZN ___________________", "text": "We have a $1.5 billion secured revolving credit facility with a lender that is secured by certain seller receivables, which we may from time to time increase in the future subject to lender approval (the \u201cCredit Facility\u201d). The Credit Facility is available until August 2025, bears interest based on the daily Secured Overnight Financing Rate plus 1.25%, and has a commitment fee of up to 0.45% on the undrawn portion. There were $1.0 billion and $682 million of borrowings outstanding under the Credit Facility as of December 31, 2022 and 2023, which had an interest rate of 5.6% and 6.6%, respectively. As of December 31, 2022 and 2023, we have pledged $1.2 billion and $806 million of our cash and seller receivables as collateral for debt related to our Credit Facility. The estimated fair value of the Credit Facility, which is based on Level 2 inputs, approximated its carrying value as of December 31, 2022 and 2023."}
-{"_id": "AMZN20231052", "title": "AMZN ___________________", "text": "As of December 31, 2023, future principal payments for our total long-term debt were as follows (in millions): ##Year Ended December 31,## 2024##$##8,500 2025####5,286 2026####3,146 2027####8,750 2028####2,250 Thereafter####39,250 ##$##67,182"}
-{"_id": "AMZN20231053", "title": "AMZN ___________________", "text": "In January 2023, we entered into an $8.0 billion unsecured 364-day term loan with a syndicate of lenders (the \u201cTerm Loan\u201d), maturing in January 2024 and bearing interest at the Secured Overnight Financing Rate specified in the Term Loan plus 0.75%. The Term Loan was classified as short-term debt and included within \u201cAccrued expenses and other\u201d on our consolidated balance sheets. As of December 31, 2023, the entire amount of the Term Loan has been repaid."}
-{"_id": "AMZN20231055", "title": "AMZN ___________________", "text": "We have U.S. Dollar and Euro commercial paper programs (the \u201cCommercial Paper Programs\u201d) under which we may from time to time issue unsecured commercial paper up to a total of $20.0 billion (including up to \u20ac3.0 billion) at the date of issue, with individual maturities that may vary but will not exceed 397 days from the date of issue. There were $6.8 billion of"}
-{"_id": "AMZN20231056", "title": "AMZN ___________________", "text": "borrowings outstanding under the Commercial Paper Programs as of December 31, 2022, which were included in \u201cAccrued expenses and other\u201d on our consolidated balance sheets and had a weighted-average effective interest rate, including issuance costs, of 4.5%. There were no borrowings outstanding under the Commercial Paper Programs as of December 31, 2023. We use the net proceeds from the issuance of commercial paper for general corporate purposes."}
-{"_id": "AMZN20231057", "title": "AMZN ___________________", "text": "In November 2023, we entered into a $15.0 billion unsecured revolving credit facility with a syndicate of lenders (the \u201cCredit Agreement\u201d), which replaced the prior amended and restated credit agreement entered into in March 2022. The Credit Agreement has a term that extends to November 2028 and may be extended for one or more additional one-year terms if approved by the lenders. The interest rate applicable to outstanding balances under the Credit Agreement is the applicable benchmark rate specified in the Credit Agreement plus 0.45%, with a commitment fee of 0.03% on the undrawn portion of the credit facility. There were no borrowings outstanding under the Credit Agreement or the prior amended and restated credit agreement as of December 31, 2022 and 2023."}
-{"_id": "AMZN20231058", "title": "AMZN ___________________", "text": "In November 2023, we also entered into a $5.0 billion unsecured 364-day revolving credit facility with a syndicate of lenders (the \u201cShort-Term Credit Agreement\u201d), which replaced the prior 364-day revolving credit agreement entered into in November 2022. The Short-Term Credit Agreement matures in October 2024 and may be extended for one additional period of 364 days if approved by the lenders. The interest rate applicable to outstanding balances under the Short-Term Credit Agreement is the Secured Overnight Financing Rate specified in the Short-Term Credit Agreement plus 0.45%, with a commitment fee of 0.03% on the undrawn portion. There were no borrowings outstanding under the Short-Term Credit Agreement or the prior 364-day revolving credit agreement as of December 31, 2022 and 2023."}
-{"_id": "AMZN20231060", "title": "AMZN ___________________", "text": "We also utilize other short-term credit facilities for working capital purposes. There were $1.2 billion and $147 million of borrowings outstanding under these facilities as of December 31, 2022 and 2023, which were included in \u201cAccrued expenses and other\u201d on our consolidated balance sheets. In addition, we had $6.8 billion of unused letters of credit as of December 31, 2023."}
-{"_id": "AMZN20231073", "title": "AMZN Commitments", "text": "The following summarizes our principal contractual commitments, excluding open orders for purchases that support normal operations and are generally cancellable, as of December 31, 2023 (in millions): ############Year Ended December 31,################ ####2024####2025####2026####2027####2028####Thereafter####Total Long-term debt principal and interest##$##10,616##$##7,175##$##4,858##$##10,404##$##3,643##$##60,176##$##96,872 Operating lease liabilities####11,229####9,922####9,156####8,321####7,546####44,603####90,777 Finance lease liabilities, including interest####2,292####1,471####1,369####1,123####1,022####6,829####14,106 Financing obligations, including interest (1)####469####462####468####476####484####6,282####8,641 Leases not yet commenced####2,034####2,620####2,836####2,852####2,979####24,860####38,181 Unconditional purchase obligations (2)####9,432####7,823####5,901####4,463####1,912####5,953####35,484 Other commitments (3)####3,273####1,390####1,125####759####680####9,121####16,348 Total commitments##$##39,345##$##30,863##$##25,713##$##28,398##$##18,266##$##157,824##$##300,409"}
-{"_id": "AMZN20231075", "title": "AMZN ___________________", "text": "(1)Includes non-cancellable financing obligations for fulfillment network and data center facilities. Excluding interest, current financing obligations of $266 million and $271 million are recorded within \u201cAccrued expenses and other\u201d and $6.7 billion and $6.6 billion are recorded within \u201cOther long-term liabilities\u201d as of December 31, 2022 and 2023. The weighted-average remaining term of the financing obligations was 17.9 years and 17.0 years and the weighted-average imputed interest rate was 3.1% as of December 31, 2022 and 2023."}
-{"_id": "AMZN20231076", "title": "AMZN ___________________", "text": "(2)Includes unconditional purchase obligations related to long-term agreements to acquire and license digital media content that are not reflected on the consolidated balance sheets, and certain products offered in our Whole Foods Market stores. For those digital media content agreements with variable terms, we do not estimate the total obligation beyond any minimum quantities and/or pricing as of the reporting date. Purchase obligations associated with renewal provisions solely at the option of the content provider are included to the extent such commitments are fixed or a minimum amount is specified. Renewable energy agreements based on actual generation without a fixed or minimum volume commitment are not included. These agreements also provide the right to receive renewable energy certificates for no additional consideration."}
-{"_id": "AMZN20231077", "title": "AMZN ___________________", "text": "(3)Includes asset retirement obligations, liabilities associated with digital media content agreements with initial terms greater than one year, and the estimated timing and amounts of payments for rent and tenant improvements associated with build-to-suit lease arrangements that are under construction. Excludes approximately $5.2 billion of income tax contingencies for which we cannot make a reasonably reliable estimate of the amount and period of payment, if any."}
-{"_id": "AMZN20231079", "title": "AMZN Suppliers", "text": "During 2023, no vendor accounted for 10% or more of our purchases. We generally do not have long-term contracts or arrangements with our vendors to guarantee the availability of merchandise, particular payment terms, or the extension of credit limits."}
-{"_id": "AMZN20231081", "title": "AMZN Other Contingencies", "text": "We are disputing claims and denials of refunds or credits, and monitoring or evaluating potential claims, related to various non-income taxes (such as sales, value added, consumption, service, and similar taxes), including in jurisdictions in which we already collect and remit these taxes. These non-income tax controversies typically include (i) the taxability of products and services, including cross-border intercompany transactions, (ii) collection and withholding on transactions with third parties, including as a result of evolving requirements imposed on marketplaces with respect to third-party sellers, and (iii) the adequacy of compliance with reporting obligations, including evolving documentation requirements. Due to the inherent complexity and uncertainty of these matters and the judicial and regulatory processes in certain jurisdictions, the final outcome of any such controversies may be materially different from our expectations."}
-{"_id": "AMZN20231083", "title": "AMZN Legal Proceedings", "text": "The Company is involved from time to time in claims, proceedings, and litigation, including the following:"}
-{"_id": "AMZN20231085", "title": "AMZN Legal Proceedings", "text": "In November 2015, Eolas Technologies, Inc. filed a complaint against Amazon.com, Inc. in the United States District Court for the Eastern District of Texas. The complaint alleges, among other things, that the use of \u201cinteractive features\u201d on www.amazon.com, including \u201csearch suggestions and search results,\u201d infringes U.S. Patent No. 9,195,507, entitled \u201cDistributed"}
-{"_id": "AMZN20231086", "title": "AMZN Legal Proceedings", "text": "Hypermedia Method and System for Automatically Invoking External Application Providing Interaction and Display of Embedded Objects Within a Hypermedia Document.\u201d The complaint sought a judgment of infringement together with costs and attorneys\u2019 fees. In February 2016, Eolas filed an amended complaint seeking, among other things, an unspecified amount of damages. In February 2017, Eolas alleged in its damages report that in the event of a finding of liability Amazon could be subject to $130 million to $250 million in damages. In April 2017, the case was transferred to the United States District Court for the Northern District of California. In May 2022, the district court granted summary judgment, holding that the patent is invalid. In June 2022, Eolas filed a notice of appeal. In February 2024, the United States Court of Appeals for the Federal Circuit affirmed the district court\u2019s judgment. We dispute the allegations of wrongdoing and will continue to defend ourselves vigorously in this matter."}
-{"_id": "AMZN20231087", "title": "AMZN Legal Proceedings", "text": "In May 2018, Rensselaer Polytechnic Institute and CF Dynamic Advances LLC filed a complaint against Amazon.com, Inc. in the United States District Court for the Northern District of New York. The complaint alleges, among other things, that \u201cAlexa Voice Software and Alexa enabled devices\u201d infringe U.S. Patent No. 7,177,798, entitled \u201cNatural Language Interface Using Constrained Intermediate Dictionary of Results.\u201d The complaint seeks an injunction, an unspecified amount of damages, enhanced damages, an ongoing royalty, interest, attorneys\u2019 fees, and costs. In March 2023, the plaintiffs alleged in their damages report that in the event of a finding of liability Amazon could be subject to $140 million to $267 million in damages. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter."}
-{"_id": "AMZN20231088", "title": "AMZN Legal Proceedings", "text": "In December 2018, Kove IO, Inc. filed a complaint against Amazon Web Services, Inc. in the United States District Court for the Northern District of Illinois. The complaint alleges, among other things, that Amazon S3 and DynamoDB infringe U.S. Patent Nos. 7,814,170 and 7,103,640, each entitled \u201cNetwork Distributed Tracking Wire Transfer Protocol\u201d; and 7,233,978, entitled \u201cMethod and Apparatus for Managing Location Information in a Network Separate from the Data to Which the Location Information Pertains.\u201d The complaint seeks an unspecified amount of damages, enhanced damages, attorneys\u2019 fees, costs, interest, and injunctive relief. In March 2022, the case was stayed pending resolution of review petitions we filed with the United States Patent and Trademark Office. In November 2022, the stay was lifted. In July 2023, Kove alleged in its damages report that in the event of a finding of liability Amazon Web Services could be subject to $517 million to $1.03 billion in damages. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter."}
-{"_id": "AMZN20231089", "title": "AMZN Legal Proceedings", "text": "Beginning in June 2019 with Wilcosky v. Amazon.com, Inc., now pending in the United States District Court for the Northern District of Illinois (\u201cN.D. Ill.\u201d), private litigants have filed a number of cases in U.S. federal and state courts, including Hogan v. Amazon.com, Inc. (N.D. Ill.), alleging, among other things, that Amazon\u2019s collection, storage, use, retention, and protection of biometric identifiers violated the Illinois Biometric Information Privacy Act. The complaints allege purported classes of Illinois residents who had biometric identifiers collected through Amazon products or services, including Amazon Photos, Alexa, AWS cloud services, Ring, Amazon Connect, Amazon\u2019s Flex driver app, and Amazon\u2019s virtual try-on technology. The complaints seek certification as class actions, unspecified amounts of damages, injunctive relief, attorneys\u2019 fees, costs, and interest. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in these matters."}
-{"_id": "AMZN20231090", "title": "AMZN Legal Proceedings", "text": "Beginning in March 2020 with Frame-Wilson v. Amazon.com, Inc. filed in the United States District Court for the Western District of Washington (\u201cW.D. Wash.\u201d), private litigants have filed a number of cases in the U.S. and Canada alleging, among other things, price fixing arrangements between Amazon.com, Inc. and vendors and third-party sellers in Amazon\u2019s stores, monopolization and attempted monopolization, and consumer protection and unjust enrichment claims. Attorneys General for the District of Columbia and California brought similar suits in May 2021 and September 2022 in the Superior Court of the District of Columbia and the California Superior Court for the County of San Francisco, respectively. Some of the private cases include allegations of several distinct purported classes, including consumers who purchased a product through Amazon\u2019s stores and consumers who purchased a product offered by Amazon through another e-commerce retailer. The complaints seek billions of dollars of alleged damages, treble damages, punitive damages, injunctive relief, civil penalties, attorneys\u2019 fees, and costs. The Federal Trade Commission and a number of state Attorneys General filed a similar lawsuit in September 2023 in the W.D. Wash. alleging violations of federal antitrust and state antitrust and consumer protection laws. That complaint alleges, among other things, that Amazon has a monopoly in markets for online superstores and marketplace services, and unlawfully maintains those monopolies through anticompetitive practices relating to our pricing policies, advertising practices, the structure of Prime, and promotion of our own products on our website. The complaint seeks injunctive and structural relief, an unspecified amount of damages, and costs. Amazon\u2019s motions to dismiss were granted in part and denied in part in Frame-Wilson in March 2022 and March 2023, De Coster v. Amazon.com, Inc. (W.D. Wash.) in January 2023, and the California Attorney General\u2019s lawsuit in March 2023. All three courts dismissed claims alleging that Amazon\u2019s pricing policies are inherently illegal and denied dismissal of claims alleging that Amazon\u2019s pricing policies are an unlawful restraint of trade. In March 2022, the DC Superior Court dismissed the DC Attorney General\u2019s lawsuit in its entirety; the dismissal is under appeal. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in these matters."}
-{"_id": "AMZN20231092", "title": "AMZN Legal Proceedings", "text": "In October 2020, Broadband iTV, Inc. filed a complaint against Amazon.com, Inc., Amazon.com Services LLC, and Amazon Web Services, Inc. in the United States District Court for the Western District of Texas. The complaint alleges, among other things, that certain Amazon Prime Video features and services infringe U.S. Patent Nos. 9,648,388, 10,546,750, and 10,536,751, each entitled \u201cVideo-On-Demand Content Delivery System for Providing Video-On-Demand Services to TV"}
-{"_id": "AMZN20231093", "title": "AMZN Legal Proceedings", "text": "Services Subscribers\u201d; 10,028,026, entitled \u201cSystem for Addressing On-Demand TV Program Content on TV Services Platform of a Digital TV Services Provider\u201d; and 9,973,825, entitled \u201cDynamic Adjustment of Electronic Program Guide Displays Based on Viewer Preferences for Minimizing Navigation in VOD Program Selection.\u201d The complaint seeks an unspecified amount of damages. In April 2022, Broadband iTV alleged in its damages report that in the event of a finding of liability Amazon could be subject to $166 million to $986 million in damages. In September 2022, the court granted summary judgment, holding that the patents are invalid. In October 2022, Broadband iTV filed a notice of appeal. We dispute the allegations of wrongdoing and will continue to defend ourselves vigorously in this matter."}
-{"_id": "AMZN20231094", "title": "AMZN Legal Proceedings", "text": "In July 2021, the Luxembourg National Commission for Data Protection (the \u201cCNPD\u201d) issued a decision against Amazon Europe Core S.a\u0300 r.l. claiming that Amazon\u2019s processing of personal data did not comply with the EU General Data Protection Regulation. The decision imposes a fine of \u20ac746 million and corresponding practice revisions. We believe the CNPD\u2019s decision to be without merit and intend to defend ourselves vigorously in this matter."}
-{"_id": "AMZN20231095", "title": "AMZN Legal Proceedings", "text": "In December 2021, the Italian Competition Authority (the \u201cICA\u201d) issued a decision against Amazon Services Europe S.a\u0300 r.l., Amazon Europe Core S.a\u0300 r.l., Amazon EU S.a\u0300 r.l., Amazon Italia Services S.r.l., and Amazon Italia Logistica S.r.l. claiming that certain of our marketplace and logistics practices in Italy infringe EU competition rules. The decision imposes remedial actions and a fine of \u20ac1.13 billion, which we have paid and will seek to recover pending conclusion of all appeals. We believe the ICA\u2019s decision to be without merit and intend to defend ourselves vigorously in this matter."}
-{"_id": "AMZN20231096", "title": "AMZN Legal Proceedings", "text": "In July 2022, Acceleration Bay, LLC filed a complaint against Amazon Web Services, Inc. in the United States District Court for the District of Delaware. The complaint alleges, among other things, that Amazon EC2, Amazon CloudFront, AWS Lambda, Amazon Lumberyard, Luna, Amazon Prime Video, Twitch, Amazon GameLift, GridMate, Amazon EKS, AWS App Mesh, and Amazon VPC infringe U.S. Patent Nos. 6,701,344, entitled \u201cDistributed Game Environment\u201d; 6,714,966, entitled \u201cInformation Delivery Service\u201d; 6,732,147, entitled \u201cLeaving a Broadcast Channel\u201d; 6,829,634, entitled \u201cBroadcasting Network\u201d; and 6,910,069, entitled \u201cJoining a Broadcast Channel.\u201d The complaint seeks injunctive relief, an unspecified amount of damages, enhanced damages, interest, attorneys\u2019 fees, and costs. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter."}
-{"_id": "AMZN20231097", "title": "AMZN Legal Proceedings", "text": "In November 2022, LightGuide, Inc. filed a complaint against Amazon.com, Inc. and Amazon.com Services LLC in the United States District Court for the Eastern District of Texas. The complaint alleges, among other things, that Amazon\u2019s Nike Intent Detection System used in certain fulfillment centers infringes U.S. Patent Nos. 7,515,981, entitled \u201cLight Guided Assembly System\u201d; and 9,658,614 and 10,528,036, each entitled \u201cLight Guided Assembly System and Method.\u201d The complaint seeks an unspecified amount of damages, enhanced damages, attorneys\u2019 fees, costs, interest, and injunctive relief. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter."}
-{"_id": "AMZN20231098", "title": "AMZN Legal Proceedings", "text": "In May 2023, Dialect, LLC filed a complaint against Amazon.com, Inc. and Amazon Web Services, Inc. in the United States District Court for the Eastern District for Virginia. The complaint alleges, among other things, that Amazon\u2019s Alexa-enabled products and services, such as Echo devices, Fire tablets, Fire TV sticks, Fire TVs, Alexa, and Alexa Voice Services, infringe U.S. Patent Nos. 7,693,720 and 9,031,845, each entitled \u201cMobile Systems and Methods for Responding to Natural Language Speech Utterance\u201d; 8,015,006, entitled \u201cSystems and Methods for Processing Natural Language Speech Utterances with Context-Specific Domain Agents\u201d; 8,140,327, entitled \u201cSystem and Method for Filtering and Eliminating Noise from Natural Language Utterances to Improve Speech Recognition and Parsing\u201d; 8,195,468 and 9,495,957, each entitled \u201cMobile Systems and Methods of Supporting Natural Language Human-Machine Interactions\u201d; and 9,263,039, entitled \u201cSystems and Methods for Responding to Natural Language Speech Utterance.\u201d The complaint seeks an unspecified amount of damages, enhanced damages, attorneys\u2019 fees, costs, interest, and injunctive relief. In November 2023, the court granted in part Amazon\u2019s motion to dismiss Dialect\u2019s complaint and dismissed the \u2018845 patent from the case. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter."}
-{"_id": "AMZN20231099", "title": "AMZN Legal Proceedings", "text": "Beginning in October 2023, Nokia Technologies Oy and related entities filed complaints alleging infringement of patents related to video-related technologies against Amazon.com, Inc. and related entities in multiple courts in the United States, India, the United Kingdom, Germany, and Brazil, the Unified Patent Court of the European Union, and the United States International Trade Commission. The complaints allege, among other things, that certain Amazon Prime Video services and features of Amazon devices carrying the Prime Video app infringe Nokia\u2019s patents; some of the complaints additionally allege infringement by Freevee, Twitch, and Amazon voice assistants. The complaints seek, among other things, injunctive relief and, in some cases, unspecified money damages, enhanced damages, attorneys\u2019 fees, costs, interest, and declaratory relief. These matters are at various procedural stages, with preliminary injunctions issued in certain instances. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in these matters."}
-{"_id": "AMZN20231101", "title": "AMZN Legal Proceedings", "text": "In addition, we are regularly subject to claims, litigation, and other proceedings, including potential regulatory proceedings, involving patent and other intellectual property matters, taxes, labor and employment, competition and antitrust, privacy and data protection, consumer protection, commercial disputes, goods and services offered by us and by third parties, and other matters."}
-{"_id": "AMZN20231102", "title": "AMZN Legal Proceedings", "text": "The outcomes of our legal proceedings and other contingencies are inherently unpredictable, subject to significant uncertainties, and could be material to our operating results and cash flows for a particular period. We evaluate, on a regular basis, developments in our legal proceedings and other contingencies that could affect the amount of liability, including amounts in excess of any previous accruals and reasonably possible losses disclosed, and make adjustments and changes to our accruals and disclosures as appropriate. For the matters we disclose that do not include an estimate of the amount of loss or range of losses, such an estimate is not possible or is immaterial, and we may be unable to estimate the possible loss or range of losses that could potentially result from the application of non-monetary remedies. Until the final resolution of such matters, if any of our estimates and assumptions change or prove to have been incorrect, we may experience losses in excess of the amounts recorded, which could have a material effect on our business, consolidated financial position, results of operations, or cash flows."}
-{"_id": "AMZN20231106", "title": "AMZN Preferred Stock", "text": "We have authorized 500 million shares of $0.01 par value preferred stock. No preferred stock was outstanding for any year presented."}
-{"_id": "AMZN20231108", "title": "AMZN Common Stock", "text": "Common shares outstanding plus shares underlying outstanding stock awards totaled 10.5 billion, 10.6 billion, and 10.8 billion, as of December 31, 2021, 2022, and 2023. These totals include all vested and unvested stock awards outstanding, including those awards we estimate will be forfeited."}
-{"_id": "AMZN20231110", "title": "AMZN Stock Repurchase Activity", "text": "In March 2022, the Board of Directors authorized a program to repurchase up to $10.0 billion of our common stock, with no fixed expiration, which replaced the previous $5.0 billion stock repurchase authorization, approved by the Board of Directors in February 2016. We repurchased 46.2 million shares of our common stock for $6.0 billion in 2022 under these programs. There were no repurchases of common stock in 2021 or 2023. As of December 31, 2023, we have $6.1 billion remaining under the repurchase program."}
-{"_id": "AMZN20231112", "title": "AMZN Stock Award Plans", "text": "Employees vest in restricted stock unit awards over the corresponding service term, generally between two and five years. The majority of restricted stock unit awards are granted at the date of hire or in Q2 as part of the annual compensation review and primarily vest semi-annually in Q2 and Q4 of the relevant compensation year."}
-{"_id": "AMZN20231122", "title": "AMZN Stock Award Activity", "text": "Stock-based compensation expense is as follows (in millions): ########Year Ended December 31,#### ####2021####2022####2023 Cost of sales##$##540##$##757##$##836 Fulfillment####1,946####2,745####3,090 Technology and infrastructure####6,645####10,621####13,434 Sales and marketing####2,530####3,875####4,623 General and administrative####1,096####1,623####2,040 Total stock-based compensation expense (1)##$##12,757##$##19,621##$##24,023"}
-{"_id": "AMZN20231125", "title": "AMZN ___________________", "text": "(1)The related tax benefits were $2.7 billion, $4.3 billion, and $5.4 billion for 2021, 2022, and 2023."}
-{"_id": "AMZN20231140", "title": "AMZN ___________________", "text": "The following table summarizes our restricted stock unit activity (in millions): ##Number of Units####Weighted Average Grant-Date Fair Value Outstanding as of January 1, 2021##303.3##$##100 Units granted##127.3####167 Units vested##(108.4)####85 Units forfeited##(42.3)####116 Outstanding as of December 31, 2021##279.9####134 Units granted##262.8####142 Units vested##(113.3)####114 Units forfeited##(45.0)####143 Outstanding as of December 31, 2022##384.4####144 Units granted##218.1####106 Units vested##(139.9)####143 Units forfeited##(56.8)####135 Outstanding as of December 31, 2023##405.8####125"}
-{"_id": "AMZN20231144", "title": "AMZN ___________________", "text": "Scheduled vesting for outstanding restricted stock units as of December 31, 2023, is as follows (in millions): ######Year Ended######## ##2024##2025##2026##2027##2028##Thereafter##Total Scheduled vesting \u2014 restricted stock units##218.3##124.6##48.7##11.2##1.3##1.7##405.8"}
-{"_id": "AMZN20231145", "title": "AMZN ___________________", "text": "As of December 31, 2023, there was $18.3 billion of net unrecognized compensation cost related to unvested stock-based compensation arrangements. This compensation is recognized on an accelerated basis with more than half of the compensation expected to be expensed in the next twelve months, and has a remaining weighted-average recognition period of 0.9 years. The estimated forfeiture rate as of December 31, 2021, 2022, and 2023 was 26.5%, 26.5%, and 26.1%."}
-{"_id": "AMZN20231146", "title": "AMZN ___________________", "text": "During 2021, 2022, and 2023, the fair value of restricted stock units that vested was $18.2 billion, $12.8 billion, and $17.6 billion."}
-{"_id": "AMZN20231148", "title": "AMZN Common Stock Available for Future Issuance", "text": "As of December 31, 2023, common stock available for future issuance to employees is 1.6 billion shares."}
-{"_id": "AMZN20231150", "title": "AMZN Note 9 \u2014 INCOME TAXES", "text": "In 2021, 2022, and 2023, we recorded a net tax provision (benefit) of $4.8 billion, $(3.2) billion, and $7.1 billion. Our U.S. taxable income is reduced by accelerated depreciation deductions and increased by the impact of capitalized research and development expenses. Cash paid for income taxes, net of refunds, was $3.7 billion, $6.0 billion, and $11.2 billion for 2021, 2022, and 2023."}
-{"_id": "AMZN20231152", "title": "AMZN Note 9 \u2014 INCOME TAXES", "text": "Certain foreign subsidiary earnings and losses are subject to current U.S. taxation and the subsequent repatriation of those earnings is not subject to tax in the U.S. The U.S. tax rules also provide for enhanced accelerated depreciation deductions by allowing us to expense a portion of qualified property, primarily equipment. These enhanced deductions are scheduled to phase out annually from 2023 through 2026. Our federal tax provision included a partial accelerated depreciation deduction election for 2021, and a full election for 2022 and 2023. Effective January 1, 2022, research and development expenses are required to be capitalized and amortized for U.S. tax purposes."}
-{"_id": "AMZN20231168", "title": "AMZN Note 9 \u2014 INCOME TAXES", "text": "The components of the provision (benefit) for income taxes, net are as follows (in millions): ########Year Ended December 31,#### ####2021####2022####2023 U.S. Federal:############ Current##$##2,129##$##2,175##$##8,652 Deferred####155####(6,686)####(5,505) Total####2,284####(4,511)####3,147 U.S. State:############ Current####763####1,074####2,158 Deferred####(178)####(1,302)####(498) Total####585####(228)####1,660 International:############ Current####2,209####1,682####2,186 Deferred####(287)####(160)####127 Total####1,922####1,522####2,313 Provision (benefit) for income taxes, net##$##4,791##$##(3,217)##$##7,120"}
-{"_id": "AMZN20231174", "title": "AMZN Note 9 \u2014 INCOME TAXES", "text": "U.S. and international components of income (loss) before income taxes are as follows (in millions): ########Year Ended December 31,#### ####2021####2022####2023 U.S.##$##35,879##$##(8,225)##$##32,328 International####2,272####2,289####5,229 Income (loss) before income taxes##$##38,151##$##(5,936)##$##37,557"}
-{"_id": "AMZN20231186", "title": "AMZN Note 9 \u2014 INCOME TAXES", "text": "The items accounting for differences between income taxes computed at the federal statutory rate and the provision (benefit) recorded for income taxes are as follows (in millions): ########Year Ended December 31,#### ####2021####2022####2023 Income taxes computed at the federal statutory rate##$##8,012##$##(1,246)##$##7,887 Effect of:############ Tax impact of foreign earnings and losses####(1,349)####(370)####594 State taxes, net of federal benefits####465####(173)####1,307 Tax credits####(1,136)####(1,006)####(2,362) Stock-based compensation (1)####(1,094)####612####1,047 Foreign income deduction (2)####(301)####(1,258)####(1,429) Other, net####194####224####76 Total##$##4,791##$##(3,217)##$##7,120"}
-{"_id": "AMZN20231188", "title": "AMZN ___________________", "text": "(1)Includes non-deductible stock-based compensation and excess tax benefits or shortfalls from stock-based compensation. Our tax provision includes $1.9 billion of excess tax benefits from stock-based compensation for 2021, and $33 million and $519 million of tax shortfalls from stock-based compensation for 2022 and 2023."}
-{"_id": "AMZN20231189", "title": "AMZN ___________________", "text": "(2)U.S. companies are eligible for a deduction that lowers the effective tax rate on certain foreign income. This regime is referred to as the Foreign-Derived Intangible Income deduction and is dependent on the amount of our U.S. taxable income."}
-{"_id": "AMZN20231191", "title": "AMZN ___________________", "text": "We generated an income tax benefit in 2022 as compared to a provision for income taxes in 2021 primarily due to a decrease in pretax income and an increase in the foreign income deduction. This was partially offset by a reduction in excess tax benefits from stock-based compensation and a decrease in the tax impact of foreign earnings and losses driven by a decline in the favorable effects of corporate restructuring transactions. The foreign income deduction benefit recognized in 2022 reflects a change in our application of tax regulations related to the computation of qualifying foreign income and includes a tax benefit of approximately $655 million related to years prior to 2022."}
-{"_id": "AMZN20231192", "title": "AMZN ___________________", "text": "We recorded a provision for income taxes in 2023 as compared to an income tax benefit in 2022 primarily due to an increase in pretax income, a decrease in the tax impact of foreign earnings and losses driven by a decline in the favorable effects of corporate restructuring transactions, and an increase in tax shortfalls from stock-based compensation. This was partially offset by an increase in federal research and development credits, which included approximately $600 million of tax benefit recorded in 2023 related to a change in the estimated qualifying expenditures associated with our 2022 U.S. federal R&D credit."}
-{"_id": "AMZN20231193", "title": "AMZN ___________________", "text": "We intend to invest substantially all of our foreign subsidiary earnings, as well as our capital in our foreign subsidiaries, indefinitely outside of the U.S. in those jurisdictions in which we would incur significant, additional costs upon repatriation of such amounts."}
-{"_id": "AMZN20231214", "title": "AMZN ___________________", "text": "Deferred income tax assets and liabilities are as follows (in millions): ######December 31,#### ####2022######2023 Deferred tax assets (1):########## Loss carryforwards U.S. - Federal/States####386######610 Loss carryforwards - Foreign####2,831######2,796 Accrued liabilities, reserves, and other expenses####3,280######3,751 Stock-based compensation####4,295######5,279 Depreciation and amortization####1,009######1,114 Operating lease liabilities####18,285######19,922 Capitalized research and development####6,824######14,800 Other items####1,023######745 Tax credits####950######1,582 Total gross deferred tax assets####38,883######50,599 Less valuation allowances (2)####(4,374)######(4,811) Deferred tax assets, net of valuation allowances####34,509######45,788 Deferred tax liabilities:########## Depreciation and amortization####(9,039)######(12,454) Operating lease assets####(17,140)######(18,648) Other items####(817)######(1,489) Net deferred tax assets (liabilities), net of valuation allowances##$##7,513####$##13,197"}
-{"_id": "AMZN20231216", "title": "AMZN ___________________", "text": "(1)Deferred tax assets are presented after tax effects and net of tax contingencies."}
-{"_id": "AMZN20231217", "title": "AMZN ___________________", "text": "(2)Relates primarily to deferred tax assets that would only be realizable upon the generation of net income in certain foreign taxing jurisdictions or future capital gains, as well as tax credits."}
-{"_id": "AMZN20231218", "title": "AMZN ___________________", "text": "Our valuation allowances primarily relate to foreign deferred tax assets, including substantially all of our foreign net operating loss carryforwards as of December 31, 2023. Our foreign net operating loss carryforwards for income tax purposes as of December 31, 2023 were approximately $10.2 billion before tax effects and certain of these amounts are subject to annual limitations under applicable tax law. If not utilized, a portion of these losses will begin to expire in 2024."}
-{"_id": "AMZN20231221", "title": "AMZN Income Tax Contingencies", "text": "We are subject to income taxes in the U.S. (federal and state) and numerous foreign jurisdictions. Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. We establish reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when we believe that certain positions might be challenged despite our belief that our tax return positions are fully supportable. We adjust these reserves in light of changing facts and circumstances, such as the outcome of tax audits. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate."}
-{"_id": "AMZN20231231", "title": "AMZN Income Tax Contingencies", "text": "The reconciliation of our income tax contingencies is as follows (in millions): ########December 31,#### ####2021####2022####2023 Gross tax contingencies \u2013 January 1##$##2,820##$##3,242##$##4,002 Gross increases to tax positions in prior periods####403####274####440 Gross decreases to tax positions in prior periods####(354)####(172)####(38) Gross increases to current period tax positions####507####706####1,009 Settlements with tax authorities####(60)####(20)####(106) Lapse of statute of limitations####(74)####(28)####(79) Gross tax contingencies \u2013 December 31 (1)##$##3,242##$##4,002##$##5,228"}
-{"_id": "AMZN20231233", "title": "AMZN ___________________", "text": "(1)As of December 31, 2023, we had approximately $5.2 billion of income tax contingencies of which $3.3 billion, if fully recognized, would decrease our effective tax rate."}
-{"_id": "AMZN20231234", "title": "AMZN ___________________", "text": "As of December 31, 2022 and 2023, we had accrued interest and penalties, net of federal income tax benefit, related to tax contingencies of $103 million and $194 million. Interest and penalties, net of federal income tax benefit, recognized for the years ended December 31, 2021, 2022, and 2023 were $28 million, $(7) million, and $91 million."}
-{"_id": "AMZN20231235", "title": "AMZN ___________________", "text": "We are under examination, or may be subject to examination, by the Internal Revenue Service for the calendar year 2016 and thereafter. These examinations may lead to ordinary course adjustments or proposed adjustments to our taxes or our net operating losses with respect to years under examination as well as subsequent periods."}
-{"_id": "AMZN20231236", "title": "AMZN ___________________", "text": "We are also subject to taxation in various states and other foreign jurisdictions including China, France, Germany, India, Japan, Luxembourg, and the United Kingdom. We are under, or may be subject to, audit or examination and additional assessments by the relevant authorities in respect of these particular jurisdictions primarily for 2011 and thereafter. We are currently disputing tax assessments in multiple jurisdictions, including with respect to the allocation and characterization of income."}
-{"_id": "AMZN20231237", "title": "AMZN ___________________", "text": "In September 2022, the Luxembourg tax authority (\u201cLTA\u201d) denied the tax basis of certain intangible assets that we distributed from Luxembourg to the U.S. in 2021. When we are assessed by the LTA, we will need to remit taxes related to this matter. We believe the LTA\u2019s position is without merit, we intend to defend ourselves vigorously in this matter, and we expect to recoup taxes paid."}
-{"_id": "AMZN20231238", "title": "AMZN ___________________", "text": "The Indian tax authority (\u201cITA\u201d) has asserted that tax applies to cloud services fees paid to Amazon in the U.S. We will need to remit taxes related to this matter until it is resolved, which payments could be significant in the aggregate. We believe the ITA\u2019s position is without merit, we are defending our position vigorously in the Indian courts, and we expect to recoup taxes paid. If this matter is adversely resolved, we could recognize significant additional tax expense, including for taxes previously paid."}
-{"_id": "AMZN20231239", "title": "AMZN ___________________", "text": "In October 2014, the European Commission opened a formal investigation to examine whether decisions by the tax authorities in Luxembourg with regard to the corporate income tax paid by certain of our subsidiaries comply with European Union rules on state aid. On October 4, 2017, the European Commission announced its decision that determinations by the tax authorities in Luxembourg did not comply with European Union rules on state aid. Based on that decision, the European Commission announced an estimated recovery amount of approximately \u20ac250 million, plus interest, for the period May 2006 through June 2014, and ordered Luxembourg tax authorities to calculate the actual amount of additional taxes subject to recovery. Luxembourg computed an initial recovery amount, consistent with the European Commission\u2019s decision, which we deposited into escrow in March 2018, subject to adjustment pending conclusion of all appeals. In December 2017, Luxembourg appealed the European Commission\u2019s decision. In May 2018, we appealed. On May 12, 2021, the European Union General Court annulled the European Commission\u2019s state aid decision. In July 2021, the European Commission appealed the decision to the European Court of Justice. In December 2023, the European Court of Justice affirmed the European Union General Court\u2019s decision."}
-{"_id": "AMZN20231241", "title": "AMZN ___________________", "text": "Changes in tax laws, regulations, administrative practices, principles, and interpretations may impact our tax contingencies. Due to various factors, including the inherent complexities and uncertainties of the judicial, administrative, and regulatory processes in certain jurisdictions, the timing of the resolution of income tax controversies is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ from the amounts accrued. It is reasonably possible that within the next twelve months we will receive additional assessments by various tax authorities or possibly reach resolution of income tax controversies in one or more jurisdictions. These assessments or settlements could result in changes to our contingencies related to positions on prior years\u2019 tax filings. The actual amount of any change could vary significantly depending on the ultimate timing and nature of any settlements. We cannot currently provide an estimate of the range of possible outcomes."}
-{"_id": "AMZN20231243", "title": "AMZN Note 10 \u2014 SEGMENT INFORMATION", "text": "We have organized our operations into three segments: North America, International, and AWS. We allocate to segment results the operating expenses \u201cFulfillment,\u201d \u201cTechnology and infrastructure,\u201d \u201cSales and marketing,\u201d and \u201cGeneral and administrative\u201d based on usage, which is generally reflected in the segment in which the costs are incurred. The majority of technology costs recorded in \u201cTechnology and infrastructure\u201d are incurred in the U.S. and are included in our North America and AWS segments. The majority of infrastructure costs recorded in \u201cTechnology and infrastructure\u201d are allocated to the AWS segment based on usage. There are no internal revenue transactions between our reportable segments. Our chief operating decision maker (\u201cCODM\u201d) regularly reviews consolidated net sales, consolidated operating expenses, and consolidated operating income (loss) by segment. Amounts included in consolidated operating expenses include \u201cCost of sales,\u201d \u201cFulfillment,\u201d \u201cTechnology and infrastructure,\u201d \u201cSales and marketing,\u201d \u201cGeneral and administrative,\u201d and \u201cOther operating expense (income), net.\u201d Our CODM manages our business by reviewing annual forecasts and consolidated results by segment on a quarterly basis."}
-{"_id": "AMZN20231245", "title": "AMZN North America", "text": "The North America segment primarily consists of amounts earned from retail sales of consumer products (including from sellers) and advertising and subscription services through North America-focused online and physical stores. This segment includes export sales from these online stores."}
-{"_id": "AMZN20231247", "title": "AMZN International", "text": "The International segment primarily consists of amounts earned from retail sales of consumer products (including from sellers) and advertising and subscription services through internationally-focused online stores. This segment includes export sales from these internationally-focused online stores (including export sales from these online stores to customers in the U.S., Mexico, and Canada), but excludes export sales from our North America-focused online stores."}
-{"_id": "AMZN20231249", "title": "AMZN AWS", "text": "The AWS segment consists of amounts earned from global sales of compute, storage, database, and other services for start-ups, enterprises, government agencies, and academic institutions."}
-{"_id": "AMZN20231273", "title": "AMZN AWS", "text": "Information on reportable segments and reconciliation to consolidated net income (loss) is as follows (in millions): ########Year Ended December 31,#### ####2021####2022####2023 North America############ Net sales##$##279,833##$##315,880##$##352,828 Operating expenses####272,562####318,727####337,951 Operating income (loss)##$##7,271##$##(2,847)##$##14,877 International############ Net sales##$##127,787##$##118,007##$##131,200 Operating expenses####128,711####125,753####133,856 Operating loss##$##(924)##$##(7,746)##$##(2,656) AWS############ Net sales##$##62,202##$##80,096##$##90,757 Operating expenses####43,670####57,255####66,126 Operating income##$##18,532##$##22,841##$##24,631 Consolidated############ Net sales##$##469,822##$##513,983##$##574,785 Operating expenses####444,943####501,735####537,933 Operating income####24,879####12,248####36,852 Total non-operating income (expense)####13,272####(18,184)####705 Benefit (provision) for income taxes####(4,791)####3,217####(7,120) Equity-method investment activity, net of tax####4####(3)####(12) Net income (loss)##$##33,364##$##(2,722)##$##30,425"}
-{"_id": "AMZN20231285", "title": "AMZN AWS", "text": "Net sales by groups of similar products and services, which also have similar economic characteristics, is as follows (in millions): ########Year Ended December 31,#### ####2021####2022####2023 Net Sales:############ Online stores (1)##$##222,075##$##220,004##$##231,872 Physical stores (2)####17,075####18,963####20,030 Third-party seller services (3)####103,366####117,716####140,053 Advertising services (4)####31,160####37,739####46,906 Subscription services (5)####31,768####35,218####40,209 AWS####62,202####80,096####90,757 Other (6)####2,176####4,247####4,958 Consolidated##$##469,822##$##513,983##$##574,785"}
-{"_id": "AMZN20231287", "title": "AMZN ___________________", "text": "(1)Includes product sales and digital media content where we record revenue gross. We leverage our retail infrastructure to offer a wide selection of consumable and durable goods that includes media products available in both a physical and digital format, such as books, videos, games, music, and software. These product sales include digital products sold on a transactional basis. Digital media content subscriptions that provide unlimited viewing or usage rights are included in \u201cSubscription services.\u201d"}
-{"_id": "AMZN20231288", "title": "AMZN ___________________", "text": "(2)Includes product sales where our customers physically select items in a store. Sales to customers who order goods online for delivery or pickup at our physical stores are included in \u201cOnline stores.\u201d"}
-{"_id": "AMZN20231289", "title": "AMZN ___________________", "text": "(3)Includes commissions and any related fulfillment and shipping fees, and other third-party seller services."}
-{"_id": "AMZN20231290", "title": "AMZN ___________________", "text": "(4)Includes sales of advertising services to sellers, vendors, publishers, authors, and others, through programs such as sponsored ads, display, and video advertising."}
-{"_id": "AMZN20231291", "title": "AMZN ___________________", "text": "(5)Includes annual and monthly fees associated with Amazon Prime memberships, as well as digital video, audiobook, digital music, e-book, and other non-AWS subscription services."}
-{"_id": "AMZN20231292", "title": "AMZN ___________________", "text": "(6)Includes sales related to various other offerings, such as certain licensing and distribution of video content, health care services, and shipping services, and our co-branded credit card agreements."}
-{"_id": "AMZN20231302", "title": "AMZN ___________________", "text": "Net sales are attributed to countries primarily based on country-focused online and physical stores or, for AWS purposes, the selling entity. Net sales attributed to countries that represent a significant portion of consolidated net sales are as follows (in millions): ########Year Ended December 31,#### ####2021####2022####2023 United States##$##314,006##$##356,113##$##395,637 Germany####37,326####33,598####37,588 United Kingdom####31,914####30,074####33,591 Japan####23,071####24,396####26,002 Rest of world####63,505####69,802####81,967 Consolidated##$##469,822##$##513,983##$##574,785"}
-{"_id": "AMZN20231310", "title": "AMZN ___________________", "text": "Total segment assets exclude corporate assets, such as cash and cash equivalents, marketable securities, other long-term investments, corporate facilities, goodwill and other acquired intangible assets, and tax assets. Technology infrastructure assets are allocated among the segments based on usage, with the majority allocated to the AWS segment. Total segment assets reconciled to consolidated amounts are as follows (in millions): ########December 31,#### ####2021####2022####2023 North America (1)##$##161,255##$##185,268##$##196,029 International (1)####57,983####64,666####69,718 AWS (2)####63,835####88,491####108,533 Corporate####137,476####124,250####153,574 Consolidated##$##420,549##$##462,675##$##527,854"}
-{"_id": "AMZN20231312", "title": "AMZN ___________________", "text": "(1)North America and International segment assets primarily consist of property and equipment, operating leases, inventory, accounts receivable, and digital video and music content."}
-{"_id": "AMZN20231313", "title": "AMZN ___________________", "text": "(2)AWS segment assets primarily consist of property and equipment, accounts receivable, and operating leases."}
-{"_id": "AMZN20231321", "title": "AMZN ___________________", "text": "Property and equipment, net by segment is as follows (in millions): ########December 31,#### ####2021####2022####2023 North America##$##83,640##$##90,076##$##93,632 International####21,718####23,347####24,357 AWS####43,245####60,324####72,701 Corporate####11,678####12,968####13,487 Consolidated##$##160,281##$##186,715##$##204,177"}
-{"_id": "AMZN20231329", "title": "AMZN ___________________", "text": "Total net additions to property and equipment by segment are as follows (in millions): ########Year Ended December 31,#### ####2021####2022####2023 North America (1)##$##37,397##$##23,682##$##17,529 International (1)####10,259####6,711####4,144 AWS (2)####22,047####27,755####24,843 Corporate####2,622####2,688####1,828 Consolidated##$##72,325##$##60,836##$##48,344"}
-{"_id": "AMZN20231331", "title": "AMZN ___________________", "text": "(1)Includes property and equipment added under finance leases of $3.6 billion, $422 million, and $525 million in 2021, 2022, and 2023, and under build-to-suit lease arrangements of $5.6 billion, $3.2 billion, and $356 million in 2021, 2022, and 2023."}
-{"_id": "AMZN20231332", "title": "AMZN ___________________", "text": "(2)Includes property and equipment added under finance leases of $3.5 billion, $253 million, and $117 million in 2021, 2022, and 2023, and under build-to-suit lease arrangements of $51 million, $20 million, and $1 million in 2021, 2022, and 2023."}
-{"_id": "AMZN20231333", "title": "AMZN ___________________", "text": "U.S. property and equipment, net and operating leases were $155.0 billion, $180.0 billion, and $196.0 billion, as of December 31, 2021, 2022, and 2023, and non-U.S. property and equipment, net and operating leases were $61.3 billion, $72.9 billion, and $80.7 billion as of December 31, 2021, 2022, and 2023. Except for the U.S., property and equipment, net and operating leases in any single country were less than 10% of consolidated property and equipment, net and operating leases."}
-{"_id": "AMZN20231341", "title": "AMZN ___________________", "text": "Depreciation and amortization expense on property and equipment, including corporate property and equipment, are allocated to all segments based on usage. Total depreciation and amortization expense, by segment, is as follows (in millions): ########Year Ended December 31,#### ####2021####2022####2023 North America##$##9,234##$##11,565##$##13,678 International####3,022####3,483####4,016 AWS####10,653####9,876####12,531 Consolidated##$##22,909##$##24,924##$##30,225"}
-{"_id": "AMZN20231342", "title": "AMZN ___________________", "text": "Changes in and Disagreements with Accountants On Accounting and Financial Disclosure"}
-{"_id": "AMZN20231343", "title": "AMZN ___________________", "text": "None."}
-{"_id": "AMZN20231346", "title": "AMZN Evaluation of Disclosure Controls and Procedures", "text": "We carried out an evaluation required by the Securities Exchange Act of 1934 (the \u201c1934 Act\u201d), under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the 1934 Act, as of December 31, 2023. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2023, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the 1934 Act is recorded, processed, summarized, and reported within the time periods specified in the SEC\u2019s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure."}
-{"_id": "AMZN20231348", "title": "AMZN Management\u2019s Report on Internal Control over Financial Reporting", "text": "Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the 1934 Act. Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2023 based on criteria established in Internal Control \u2014 Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of December 31, 2023, our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Ernst & Young has independently assessed the effectiveness of our internal control over financial reporting and its report is included below."}
-{"_id": "AMZN20231350", "title": "AMZN Changes in Internal Control Over Financial Reporting", "text": "There were no changes in our internal control over financial reporting during the quarter ended December 31, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting."}
-{"_id": "AMZN20231353", "title": "AMZN Limitations on Controls", "text": "Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected."}
-{"_id": "AMZN20231356", "title": "AMZN The Board of Directors and Shareholders", "text": "Amazon.com, Inc."}
-{"_id": "AMZN20231358", "title": "AMZN Opinion on Internal Control Over Financial Reporting", "text": "We have audited Amazon.com, Inc.\u2019s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Amazon.com, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria."}
-{"_id": "AMZN20231359", "title": "AMZN Opinion on Internal Control Over Financial Reporting", "text": "We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), stockholders\u2019 equity, and cash flows for each of the three years in the period ended December 31, 2023 and the related notes and our report dated February 1, 2024 expressed an unqualified opinion thereon."}
-{"_id": "AMZN20231361", "title": "AMZN Basis for Opinion", "text": "The Company\u2019s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management\u2019s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company\u2019s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "AMZN20231362", "title": "AMZN Basis for Opinion", "text": "We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects."}
-{"_id": "AMZN20231363", "title": "AMZN Basis for Opinion", "text": "Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion."}
-{"_id": "AMZN20231365", "title": "AMZN Definition and Limitations of Internal Control Over Financial Reporting", "text": "A company\u2019s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company\u2019s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company\u2019s assets that could have a material effect on the financial statements."}
-{"_id": "AMZN20231366", "title": "AMZN Definition and Limitations of Internal Control Over Financial Reporting", "text": "Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate."}
-{"_id": "AMZN20231372", "title": "AMZN Other Information", "text": "On November 3, 2023, Jonathan Rubinstein, Director, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 22,953 shares of Amazon.com, Inc. common stock over a period ending on February 9, 2026, subject to certain conditions."}
-{"_id": "AMZN20231373", "title": "AMZN Other Information", "text": "On November 6, 2023, Douglas Herrington, CEO Worldwide Amazon Stores, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 130,162 shares of Amazon.com, Inc. common stock over a period ending on December 31, 2024, subject to certain conditions."}
-{"_id": "AMZN20231374", "title": "AMZN Other Information", "text": "On November 8, 2023, Jeffrey Bezos, our founder and Executive Chair, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 50,000,000 shares of Amazon.com, Inc. common stock over a period ending on January 31, 2025, subject to certain conditions."}
-{"_id": "AMZN20231375", "title": "AMZN Other Information", "text": "On November 13, 2023, Shelley Reynolds, Vice President, Worldwide Controller, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 11,200 shares of Amazon.com, Inc. common stock over a period ending on November 29, 2024, subject to certain conditions."}
-{"_id": "AMZN20231376", "title": "AMZN Other Information", "text": "On November 13, 2023, David Zapolsky, Senior Vice President, Global Public Policy and General Counsel, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 48,480 shares of Amazon.com, Inc. common stock over a period ending on December 31, 2024, subject to certain conditions."}
-{"_id": "AMZN20231377", "title": "AMZN Other Information", "text": "On November 16, 2023, Andrew Jassy, President and Chief Executive Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 190,900 shares of Amazon.com, Inc. common stock over a period ending on December 31, 2024, subject to certain conditions."}
-{"_id": "AMZN20231378", "title": "AMZN Other Information", "text": "On November 21, 2023, Brian Olsavsky, Senior Vice President and Chief Financial Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 31,400 shares of Amazon.com, Inc. common stock over a period ending on May 28, 2024, subject to certain conditions."}
-{"_id": "AMZN20231379", "title": "AMZN Other Information", "text": "On November 27, 2023, Judith McGrath, Director, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 5,760 shares of Amazon.com, Inc. common stock over a period ending on March 8, 2024, subject to certain conditions."}
-{"_id": "AMZN20231381", "title": "AMZN Disclosure Regarding Foreign Jurisdictions that Prevent Inspections", "text": "Not applicable."}
-{"_id": "AMZN20231383", "title": "AMZN Directors, Executive Officers, and Corporate Governance", "text": "Information regarding our Executive Officers required by Item 10 of Part III is set forth in Item 1 of Part I \u201cBusiness \u2014 Information About Our Executive Officers.\u201d Information required by Item 10 of Part III regarding our Directors and any material changes to the process by which security holders may recommend nominees to the Board of Directors is included in our Proxy Statement relating to our 2024 Annual Meeting of Shareholders, and is incorporated herein by reference. Information relating to our Code of Business Conduct and Ethics and, to the extent applicable, compliance with Section 16(a) of the 1934 Act is set forth in our Proxy Statement relating to our 2024 Annual Meeting of Shareholders and is incorporated herein by reference. To the extent permissible under Nasdaq rules, we intend to disclose amendments to our Code of Business Conduct and Ethics, as well as waivers of the provisions thereof, on our investor relations website under the heading \u201cCorporate Governance\u201d at amazon.com/ir."}
-{"_id": "AMZN20231385", "title": "AMZN Executive Compensation", "text": "Information required by Item 11 of Part III is included in our Proxy Statement relating to our 2024 Annual Meeting of Shareholders and is incorporated herein by reference."}
-{"_id": "AMZN20231386", "title": "AMZN Executive Compensation", "text": "Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters"}
-{"_id": "AMZN20231388", "title": "AMZN Executive Compensation", "text": "Information required by Item 12 of Part III is included in our Proxy Statement relating to our 2024 Annual Meeting of Shareholders and is incorporated herein by reference."}
-{"_id": "AMZN20231390", "title": "AMZN Certain Relationships and Related Transactions, and Director Independence", "text": "Information required by Item 13 of Part III is included in our Proxy Statement relating to our 2024 Annual Meeting of Shareholders and is incorporated herein by reference."}
-{"_id": "AMZN20231393", "title": "AMZN Principal Accountant Fees and Services", "text": "Information required by Item 14 of Part III is included in our Proxy Statement relating to our 2024 Annual Meeting of Shareholders and is incorporated herein by reference."}
-{"_id": "AMZN20231395", "title": "AMZN Exhibits, Financial Statement Schedules", "text": "(a) List of Documents Filed as a Part of This Report:"}
-{"_id": "AMZN20231396", "title": "AMZN Exhibits, Financial Statement Schedules", "text": "(1) Index to Consolidated Financial Statements:"}
-{"_id": "AMZN20231397", "title": "AMZN Exhibits, Financial Statement Schedules", "text": "Report of Ernst & Young LLP, Independent Registered Public Accounting Firm"}
-{"_id": "AMZN20231398", "title": "AMZN Exhibits, Financial Statement Schedules", "text": "Consolidated Statements of Cash Flows for each of the three years ended December 31, 2023"}
-{"_id": "AMZN20231399", "title": "AMZN Exhibits, Financial Statement Schedules", "text": "Consolidated Statements of Operations for each of the three years ended December 31, 2023"}
-{"_id": "AMZN20231400", "title": "AMZN Exhibits, Financial Statement Schedules", "text": "Consolidated Statements of Comprehensive Income (Loss) for each of the three years ended December 31, 2023"}
-{"_id": "AMZN20231402", "title": "AMZN Consolidated Balance Sheets as of December 31, 2022 and 2023", "text": "Consolidated Statements of Stockholders\u2019 Equity for each of the three years ended December 31, 2023"}
-{"_id": "AMZN20231404", "title": "AMZN Notes to Consolidated Financial Statements", "text": "Report of Ernst & Young LLP, Independent Registered Public Accounting Firm"}
-{"_id": "AMZN20231405", "title": "AMZN Notes to Consolidated Financial Statements", "text": "(2) Index to Financial Statement Schedules:"}
-{"_id": "AMZN20231407", "title": "AMZN Notes to Consolidated Financial Statements (3) Index to Exhibits", "text": "All schedules have been omitted because the required information is included in the consolidated financial statements or the notes thereto, or because it is not required."}
-{"_id": "AMZN20231408", "title": "AMZN Notes to Consolidated Financial Statements (3) Index to Exhibits", "text": "See exhibits listed under Part (b) below."}
-{"_id": "AMZN20231443", "title": "AMZN Notes to Consolidated Financial Statements (3) Index to Exhibits", "text": "(b) Exhibits: Exhibit Number##Description 3.1##Amended and Restated Certificate of Incorporation of Amazon.com, Inc. (incorporated by reference to the Company\u2019s Current Report on Form 8-K, filed May 27, 2022). 3.2##Amended and Restated Bylaws of Amazon.com, Inc. (incorporated by reference to the Company\u2019s Current Report on Form 8-K, filed January 6, 2023). 4.1##Indenture, dated as of November 29, 2012, between Amazon.com, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to the Company\u2019s Current Report on Form 8-K, filed November 29, 2012). 4.2##Supplemental Indenture, dated as of April 13, 2022, among Amazon.com, Inc., Wells Fargo Bank, National Association, as prior trustee, and Computershare Trust Company, National Association, as successor trustee, containing Form of 2.730% Note due 2024, Form of 3.000% Note due 2025, Form of 3.300% Note due 2027, Form of 3.450% Note due 2029, Form of 3.600% Note due 2032, Form of 3.950% Note due 2052, and Form of 4.100% Note due 2062 (incorporated by reference to the Company\u2019s Current Report on Form 8-K, filed April 13, 2022). 4.3##Officers\u2019 Certificate of Amazon.com, Inc., dated as of December 5, 2014, containing Form of 2.600% Note due 2019, Form of 3.300% Note due 2021, Form of 3.800% Note due 2024, Form of 4.800% Note due 2034, and Form of 4.950% Note due 2044 (incorporated by reference to the Company\u2019s Current Report on Form 8-K, filed December 5, 2014). 4.4##Officers\u2019 Certificate of Amazon.com, Inc., dated as of August 22, 2017, containing Form of 1.900% Note due 2020, Form of 2.400% Note due 2023, Form of 2.800% Note due 2024, Form of 3.150% Note due 2027, Form of 3.875% Note due 2037, Form of 4.050% Note due 2047, and Form of 4.250% Note due 2057 (incorporated by reference to the Company\u2019s Current Report on Form 8-K, filed August 22, 2017). 4.5##Officers\u2019 Certificate of Amazon.com, Inc., dated as of December 20, 2017, containing Form of 5.200% Note due 2025 (incorporated by reference to the Company\u2019s Current Report on Form 8-K, filed December 20, 2017). 4.6##Officers\u2019 Certificate of Amazon.com, Inc., dated as of June 3, 2020, containing Form of 0.400% Note due 2023, Form of 0.800% Note due 2025, Form of 1.200% Note due 2027, Form of 1.500% Note due 2030, Form of 2.500% Note due 2050, and Form of 2.700% Note due 2060 (incorporated by reference to the Company\u2019s Current Report on Form 8-K, filed June 3, 2020). 4.7##Officers\u2019 Certificate of Amazon.com, Inc., dated as of May 12, 2021, containing Form of 0.250% Note due 2023, Form of 0.450% Note due 2024, Form of 1.000% Note due 2026, Form of 1.650% Note due 2028, Form of 2.100% Note due 2031, Form of 2.875% Note due 2041, Form of 3.100% Note due 2051, and Form of 3.250% Note due 2061 (incorporated by reference to the Company\u2019s Current Report on Form 8-K, filed May 12, 2021). 4.8##Officers\u2019 Certificate of Amazon.com, Inc., dated as of December 1, 2022, containing Form of 4.700% Note due 2024, Form of 4.600% Note due 2025, Form of 4.550% Note due 2027, Form of 4.650% Note due 2029, and Form of 4.700% Note due 2032 (incorporated by reference to the Company\u2019s Current Report on Form 8-K, filed December 1, 2022). 4.9##Description of Securities (incorporated by reference to the Company\u2019s Annual Report on Form 10-K for the Year ended December 31, 2019). 10.1\u2020##1997 Stock Incentive Plan (amended and restated) (incorporated by reference to the Company\u2019s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2022). 10.2\u2020##1999 Nonofficer Employee Stock Option Plan (amended and restated) (incorporated by reference to the Company\u2019s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2022). 10.3\u2020##Form of Indemnification Agreement between Amazon.com, Inc. and each of its Directors (incorporated by reference to Exhibit 10.1 to the Company\u2019s Registration Statement on Form S-1 (Registration No. 333-23795) filed March 24, 1997, as amended on April 21, 1997). 10.4\u2020##Form of Restricted Stock Unit Agreement for Officers and Employees (incorporated by reference to the Company\u2019s Annual Report on Form 10-K for the Year ended December 31, 2002). 10.5\u2020##Form of Restricted Stock Unit Agreement for Directors (incorporated by reference to the Company\u2019s Annual Report on Form 10-K for the Year ended December 31, 2002). 10.6\u2020##Form of Restricted Stock Agreement (incorporated by reference to the Company\u2019s Annual Report on Form 10-K for the Year ended December 31, 2001). 10.7\u2020##Form of Global Restricted Stock Unit Award Agreement for Executive Officers. 10.8##Term Loan Agreement, dated as of January 3, 2023, among Amazon.com, Inc., Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders party thereto (incorporated by reference to the Company\u2019s Current Report on Form 8-K, filed January 3, 2023). 10.9##Five-Year Revolving Credit Agreement, dated as of November 1, 2023, among Amazon.com, Inc., Citibank N.A., as administrative agent, and the lenders party thereto (incorporated by reference to the Company\u2019s Current Report on Form 8-K, filed November 1, 2023). 10.10##364-Day Revolving Credit Agreement, dated as of November 1, 2023, among Amazon.com, Inc., Citibank N.A., as administrative agent, and the lenders party thereto (incorporated by reference to the Company\u2019s Current Report on Form 8-K, filed November 1, 2023). 21.1##List of Significant Subsidiaries. 23.1##Consent of Independent Registered Public Accounting Firm. 31.1##Certification of Andrew R. Jassy, President and Chief Executive Officer of Amazon.com, Inc., pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. 31.2##Certification of Brian T. Olsavsky, Senior Vice President and Chief Financial Officer of Amazon.com, Inc., pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. 32.1##Certification of Andrew R. Jassy, President and Chief Executive Officer of Amazon.com, Inc., pursuant to 18 U.S.C. Section 1350. 32.2##Certification of Brian T. Olsavsky, Senior Vice President and Chief Financial Officer of Amazon.com, Inc., pursuant to 18 U.S.C. Section 1350. 97.1##Amazon.com, Inc. Clawback Policy. 101##The following financial statements from the Company\u2019s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL: (i) Consolidated Statements of Cash Flows, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Balance Sheets, (v) Consolidated Statements of Stockholders\u2019 Equity, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. ##As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Company has not filed with this Annual Report on Form 10-K certain instruments defining the rights of holders of long-term debt of the Company and its subsidiaries because the total amount of securities authorized thereunder does not exceed 10 percent of the total assets of the Company and its subsidiaries on a consolidated basis. The Company agrees to furnish a copy of such agreements to the Commission upon request. 104##The cover page from the Company\u2019s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (included as Exhibit 101)."}
-{"_id": "AMZN20231445", "title": "AMZN __________________", "text": "\u2020 Executive Compensation Plan or Agreement."}
-{"_id": "AMZN20231448", "title": "AMZN Form 10-K Summary", "text": "None."}
-{"_id": "AMZN20231454", "title": "AMZN SIGNATURES", "text": "Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, as of February 1, 2024. ##AMAZON.COM, INC.## By:####/s/ Andrew R. Jassy ####Andrew R. Jassy ####President and Chief Executive Officer"}
-{"_id": "AMZN20231484", "title": "AMZN SIGNATURES", "text": "Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February 1, 2024. Signature##Title /s/ Andrew R. Jassy## Andrew R. Jassy##President and Chief Executive Officer (Principal Executive Officer) and Director /s/ Brian T. Olsavsky## Brian T. Olsavsky##Senior Vice President and Chief Financial Officer (Principal Financial Officer) /s/ Shelley L. Reynolds## Shelley L. Reynolds##Vice President, Worldwide Controller (Principal Accounting Officer) /s/ Jeffrey P. Bezos## Jeffrey P. Bezos##Executive Chair /s/ Keith B. Alexander## Keith B. Alexander##Director /s/ Edith W. Cooper## Edith W. Cooper##Director /s/ Jamie S. Gorelick## Jamie S. Gorelick##Director /s/ Daniel P. Huttenlocher## Daniel P. Huttenlocher##Director /s/ Judith A. McGrath## Judith A. McGrath##Director /s/ Indra K. Nooyi## Indra K. Nooyi##Director /s/ Jonathan J. Rubinstein## Jonathan J. Rubinstein##Director /s/ Brad D. Smith## Brad D. Smith##Director /s/ Patricia Q. Stonesifer## Patricia Q. Stonesifer##Director /s/ Wendell P. Weeks## Wendell P. Weeks##Director"}
-{"_id": "BRK.A20230004", "title": "BRK.A Business Description", "text": "Berkshire Hathaway Inc. (\u201cBerkshire,\u201d \u201cCompany\u201d or \u201cRegistrant\u201d) is a holding company owning subsidiaries engaged in numerous diverse business activities. The most important of these are insurance businesses conducted on both a primary basis and a reinsurance basis, a freight rail transportation business and a group of utility and energy generation and distribution businesses. Berkshire also owns and operates numerous other businesses engaged in a variety of manufacturing, services, retailing and other activities. Berkshire is domiciled in the state of Delaware, and its corporate headquarters is in Omaha, Nebraska."}
-{"_id": "BRK.A20230005", "title": "BRK.A Business Description", "text": "Berkshire\u2019s operating businesses are managed on an unusually decentralized basis. There are few centralized or integrated business functions. Berkshire\u2019s senior management team participates in and is ultimately responsible for significant capital allocation decisions, investment activities and the selection of the Chief Executive to head each of the operating businesses."}
-{"_id": "BRK.A20230006", "title": "BRK.A Business Description", "text": "Berkshire\u2019s senior management is also responsible for establishing and monitoring Berkshire\u2019s corporate governance practices, including monitoring governance efforts, including those at the operating businesses, and participating in the resolution of governance-related issues as needed. Berkshire\u2019s Board of Directors is responsible for assuring an appropriate successor to the Chief Executive Officer. The Berkshire Code of Business Conduct and Ethics emphasizes, among other things, the commitment to ethics and compliance with government laws and regulations and provides basic standards for ethical and legal behavior of its employees."}
-{"_id": "BRK.A20230007", "title": "BRK.A Business Description", "text": "Human capital and resources are an integral and essential component of Berkshire\u2019s businesses. Berkshire and its subsidiary business units employed approximately 396,500 people worldwide at the end of 2023, of which approximately 80% were in the United States (\u201cU.S.\u201d) and 20% were represented by unions. Employees engage in a wide variety of occupations. Consistent with Berkshire\u2019s decentralized management philosophy, Berkshire\u2019s operating businesses individually establish specific policies and practices concerning the attraction and retention of personnel within their organizations. Given the wide variations in the nature and size of business activities, specific policies and practices may vary widely among Berkshire\u2019s operating subsidiaries. Policies and practices commonly address, among other things: maintaining a safe work environment and minimizing or eliminating workplace injuries; offering competitive compensation, which includes various health insurance and retirement benefits, as well as incentives to recognize and reward performance; wellness programs; training, learning and career advancement opportunities; and hiring practices intended to identify qualified candidates and promote diversity and inclusion in the workforce. Berkshire\u2019s combined U.S. workforce demographics, based on U.S. Equal Employment Opportunity Commission guidelines, are available on its website (https://www.berkshirehathaway.com), under sustainability."}
-{"_id": "BRK.A20230009", "title": "BRK.A Insurance and Reinsurance Businesses", "text": "Berkshire\u2019s insurance and reinsurance business activities are conducted through numerous domestic and foreign-based insurance subsidiaries. Berkshire\u2019s insurance subsidiaries provide insurance and reinsurance of property and casualty risks as well as life and health risks worldwide. Berkshire\u2019s insurance businesses employed approximately 43,000 people at the end of 2023. For purposes of this discussion, entities that provide insurance or reinsurance are referred to as insurers."}
-{"_id": "BRK.A20230010", "title": "BRK.A Insurance and Reinsurance Businesses", "text": "In direct or primary insurance activities, the insurer assumes the risk of loss from persons or organizations that are directly subject to the risks. Such risks may relate to property, casualty (or liability), life, accident, health, financial or other perils that arise from an insurable event. In reinsurance activities, the insurer assumes defined portions of risks that other direct insurers or reinsurers assumed in their own insuring activities."}
-{"_id": "BRK.A20230011", "title": "BRK.A Insurance and Reinsurance Businesses", "text": "Insurance and reinsurance are generally subject to regulatory oversight throughout the world. Except for regulatory considerations, there are virtually no barriers to entry into the insurance and reinsurance industry. Competitors may be domestic or foreign, as well as licensed or unlicensed. The number of competitors within the industry is not known. Insurers compete on the basis of reliability, financial strength and stability, financial ratings, underwriting consistency, service, business ethics, price, performance, capacity, policy terms and coverage conditions."}
-{"_id": "BRK.A20230012", "title": "BRK.A Insurance and Reinsurance Businesses", "text": "Insurers based in the U.S. are subject to regulation by their states of domicile and by those states in which they are licensed to write policies on an admitted basis. The primary focus of state regulation is to monitor financial solvency of insurers and otherwise protect policyholder interests. States establish minimum capital levels for insurance companies and establish guidelines for permissible business and investment activities and have the authority to suspend or revoke a company\u2019s authority to do business. States regulate the payment of shareholder dividends by insurance companies and other transactions with affiliates."}
-{"_id": "BRK.A20230014", "title": "BRK.A K-1", "text": "Insurers that market, sell and service insurance policies in the states where they are licensed are referred to as admitted insurers. Admitted insurers are generally required to obtain regulatory approval of their policy forms and premium rates. Non-admitted insurance markets have developed to provide insurance that is otherwise unavailable through admitted insurers. Non-admitted insurance, often referred to as \u201cexcess and surplus\u201d lines, is procured by either state-licensed surplus lines brokers who place risks with insurers not licensed in that state or by the insured party\u2019s direct procurement from non-admitted insurers. Non-admitted insurance is subject to considerably less regulation with respect to policy rates and forms. Reinsurers are normally not required to obtain regulatory approval of premium rates or reinsurance contracts."}
-{"_id": "BRK.A20230015", "title": "BRK.A K-1", "text": "The insurance regulators of every state participate in the National Association of Insurance Commissioners (\u201cNAIC\u201d). The NAIC adopts forms, instructions and accounting procedures for use by U.S. insurers in preparing and filing annual statutory financial statements. However, an insurer\u2019s state of domicile has ultimate authority over these matters. In addition, the NAIC develops or adopts statutory accounting principles, model laws, regulations and programs for use by its members. Such matters deal with regulatory oversight of solvency, risk management, compliance with financial regulation standards and risk-based capital reporting requirements."}
-{"_id": "BRK.A20230016", "title": "BRK.A K-1", "text": "U.S. states, through the NAIC, and international insurance regulators through the International Association of Insurance Supervisors (\u201cIAIS\u201d) have been developing standards and best practices focused on establishing a common set of principles (\u201cInsurance Core Principles\u201d) and framework (\u201cComFrame\u201d) for the regulation of large multi-national insurance groups. The IAIS is developing capital standards for internationally active insurance groups (\u201cInsurance Capital Standard\u201d) based on a consolidated group approach and is also evaluating a potentially comparable group capital standard based on the aggregation of regulated entities and their underlying local capital requirements (\u201cAggregation Method\u201d). The IAIS is also developing standards that address supervision, coordination of regulators, risk management and governance."}
-{"_id": "BRK.A20230017", "title": "BRK.A K-1", "text": "While the IAIS standards do not have legal effect, U.S. state insurance departments and the NAIC are implementing various group supervision regulatory tools and mandates that are responsive to certain IAIS standards. U.S. state regulators have formed supervisory colleges intended to promote communication and cooperation amongst the various domestic and international insurance regulators. The Nebraska Department of Insurance acts as the lead supervisor for Berkshire\u2019s insurance companies and chairs the Berkshire supervisory college."}
-{"_id": "BRK.A20230018", "title": "BRK.A K-1", "text": "U.S. state regulators require insurance groups to file an annual report and an Own Risk Solvency Assessment or ORSA, with the group\u2019s lead supervisor. The NAIC adopted a group capital calculation based on methodology similar to the Aggregation Method, which leverages the NAIC\u2019s existing risk based capital calculation methods. The NAIC\u2019s group capital calculation is a tool designed to help the lead supervisor understand the capital adequacy across an insurance group. The NAIC is also developing further tools, including various liquidity assessments, that will likely be imposed on insurance groups in the future."}
-{"_id": "BRK.A20230019", "title": "BRK.A K-1", "text": "Berkshire\u2019s insurance companies maintain capital strength at exceptionally high levels, which differentiates them from their competitors. The combined statutory surplus of Berkshire\u2019s U.S.-based insurers was approximately $303 billion at December 31, 2023. Berkshire\u2019s major insurance subsidiaries are rated AA+ by Standard & Poor\u2019s and A++ (superior) by A.M. Best with respect to their financial condition and claims paying ability."}
-{"_id": "BRK.A20230020", "title": "BRK.A K-1", "text": "The Terrorism Risk Insurance Act of 2002 established a Terrorism Insurance Program (\u201cProgram\u201d) within the U.S. Department of the Treasury to provide federal reinsurance of certified terrorism losses incurred by U.S. commercial property and casualty insurers. The Program currently extends to December 31, 2027 through the Terrorism Risk Insurance Program Reauthorization Act of 2019. Hereinafter these Acts are collectively referred to as TRIA. The Department of the Treasury is responsible for certifying acts of terrorism under TRIA. Federal reinsurance under TRIA may apply if the industry insured loss for certified events occurring during the calendar year exceeds $200 million."}
-{"_id": "BRK.A20230021", "title": "BRK.A K-1", "text": "To be eligible for reinsurance under TRIA, insurers must make insurance coverage available for acts of terrorism by providing policyholders with clear and conspicuous notice of the amount of premium that will be charged for the coverage and the federal share of insured losses resulting from an act of terrorism. TRIA excludes certain forms of direct insurance, such as personal and commercial auto, burglary, theft, surety and certain professional liability lines. Reinsurers are not required to offer terrorism coverage and are not eligible for federal reinsurance of terrorism losses."}
-{"_id": "BRK.A20230022", "title": "BRK.A K-1", "text": "In the event of a certified act of terrorism, the federal government will reimburse insurers (conditioned on their satisfaction of policyholder notification requirements) for 80% of their insured losses in excess of the insurers group deductible. Under the Program, the deductible is 20% of the aggregate direct subject earned premium for relevant commercial lines of business in the immediately preceding calendar year. The aggregate deductible for Berkshire\u2019s insurance group is expected to approximate $2.5 billion in 2024. There is also an aggregate program limit of $100 billion on the amount of the federal reinsurance coverage for each TRIA year."}
-{"_id": "BRK.A20230024", "title": "BRK.A K-2", "text": "The extent of insurance regulation varies widely among the countries where Berkshire\u2019s non-U.S. operations conduct business. Each country imposes licensing, solvency, auditing and financial reporting requirements, although the type and extent of the requirements may differ substantially by jurisdiction."}
-{"_id": "BRK.A20230025", "title": "BRK.A K-2", "text": "Significant variations can also be found in the size, structure and resources of the local non-U.S. regulatory departments that oversee insurance activities. Certain regulators maintain close relationships with subject insurers and others operate a risk-based approach."}
-{"_id": "BRK.A20230026", "title": "BRK.A K-2", "text": "Berkshire\u2019s non-U.S. insurance operations are conducted through subsidiaries and branches of subsidiaries. Berkshire insurance subsidiaries are located in several countries, including Germany, the United Kingdom (\u201cU.K.\u201d), Ireland, Luxembourg, Australia and South Africa, and also maintain branches in several other countries. Most of these foreign jurisdictions impose local capital requirements. Other legal requirements involve discretionary licensing procedures, local retention of funds and records, and data privacy and protection programs. Berkshire\u2019s international insurance companies are also subject to multinational application of certain U.S. laws."}
-{"_id": "BRK.A20230027", "title": "BRK.A K-2", "text": "There are various regulatory bodies and initiatives that impact Berkshire in multiple international jurisdictions and the potential for significant effect on the Berkshire insurance group could be heightened due to industry and economic developments. In 2016, the U.K. voted in a national referendum to withdraw from the European Union (\u201cEU\u201d) (\u201cBrexit\u201d), which resulted in the U.K.\u2019s withdrawal from the EU on January 31, 2020. In anticipation of the U.K. leaving the EU, Berkshire Hathaway European Insurance DAC in Ireland was established to permit property and casualty insurance and reinsurance businesses to continue to operate in the EU. Berkshire also continues to maintain a substantial presence in London following Brexit."}
-{"_id": "BRK.A20230028", "title": "BRK.A K-2", "text": "Berkshire\u2019s insurance underwriting operations include the following groups: (1) GEICO, (2) Berkshire Hathaway Primary Group and (3) Berkshire Hathaway Reinsurance Group. Alleghany Corporation (\u201cAlleghany\u201d), based in New York, New York, was acquired by Berkshire on October 19, 2022. Alleghany\u2019s operating subsidiaries include property and casualty reinsurance and insurance, as well as a portfolio of non-insurance businesses. Alleghany\u2019s primary insurance businesses are included in the Berkshire Hathaway Primary Group and its reinsurance businesses are included in the Berkshire Hathaway Reinsurance Group. Alleghany\u2019s non-insurance businesses are included in the manufacturing and services segments."}
-{"_id": "BRK.A20230029", "title": "BRK.A K-2", "text": "Except for retroactive reinsurance and periodic payment annuity products, which generate significant amounts of up-front premiums along with estimated claims expected to be paid over long time periods (creating \u201cfloat,\u201d see Investments section), Berkshire expects to achieve an underwriting profit over time and that its managers will reject inadequately priced risks. Underwriting profit is defined as earned premiums less incurred losses, loss adjustment expenses and policy acquisition and other underwriting expenses. Underwriting profit does not include income earned from investments. Additional information related to each of Berkshire\u2019s underwriting groups follows."}
-{"_id": "BRK.A20230030", "title": "BRK.A K-2", "text": "GEICO\u2014GEICO is headquartered in Chevy Chase, Maryland. GEICO\u2019s insurance subsidiaries are led by Government Employees Insurance Company and include several other GEICO insurance entities. The GEICO insurance companies offer private passenger automobile insurance to individuals in all 50 states and the District of Columbia, and also offer insurance for motorcycles, all-terrain vehicles, recreational vehicles, boats and small commercial fleets. Marketing is primarily through direct response methods in which applications for insurance are submitted directly to the companies via the Internet or by telephone, and to a lesser extent, through captive agents. GEICO also operates as an insurance agency for other insurance carriers that offer homeowners, renters, condominium, life and identity protection insurance to individuals desiring insurance coverages other than those offered by GEICO insurance entities."}
-{"_id": "BRK.A20230031", "title": "BRK.A K-2", "text": "GEICO competes for private passenger automobile insurance customers in the preferred, standard and non-standard risk markets with other companies that sell directly to the customer and with companies that use agency sales forces, including State Farm, Allstate, Progressive and USAA. According to the most recently published A.M. Best data for 2022, the five largest automobile insurers had a combined market share of approximately 61.2% based on written premiums, with GEICO\u2019s market share being the third largest at approximately 13.8%."}
-{"_id": "BRK.A20230032", "title": "BRK.A K-2", "text": "Seasonal variations in GEICO\u2019s insurance business are not significant. However, extraordinary weather conditions or other events and factors may have a significant effect upon the frequency or severity of automobile claims."}
-{"_id": "BRK.A20230034", "title": "BRK.A K-3", "text": "State insurance departments stringently regulate private passenger auto insurance policies and rates. Competition for private passenger automobile insurance tends to focus on price and level of customer service provided. GEICO\u2019s cost-efficient direct response marketing methods and emphasis on customer satisfaction enable it to offer competitive rates and value to its customers. GEICO primarily uses its own claims staff to manage and settle claims. The name and reputation of GEICO are material assets and those assets and other service marks are protected through appropriate registrations."}
-{"_id": "BRK.A20230035", "title": "BRK.A K-3", "text": "Berkshire Hathaway Primary Group\u2014The Berkshire Hathaway Primary Group (\u201cBH Primary\u201d) is a collection of independently managed insurers that provide a wide variety of insurance coverages to policyholders located principally in the U.S. These various operations are discussed below."}
-{"_id": "BRK.A20230036", "title": "BRK.A K-3", "text": "National Indemnity Company (\u201cNICO\u201d), domiciled in Nebraska, and certain affiliates (\u201cNICO Primary\u201d) underwrite commercial automobile and general liability insurance on an admitted basis and on an excess and surplus basis. Insurance coverage is offered nationwide primarily through insurance agents and brokers."}
-{"_id": "BRK.A20230037", "title": "BRK.A K-3", "text": "The Berkshire Hathaway Homestate Companies (\u201cBHHC\u201d) are a group of insurers offering workers\u2019 compensation, commercial automobile and commercial property coverages to a diverse client base. BHHC has a national reach, with the ability to provide first-dollar and small to large deductible workers\u2019 compensation coverage to employers in all states, except those where coverage is available only through state-operated workers\u2019 compensation funds. NICO Primary and BHHC are each based in Omaha, Nebraska."}
-{"_id": "BRK.A20230038", "title": "BRK.A K-3", "text": "Berkshire Hathaway Specialty Insurance Company (\u201cBHSI\u201d) offers commercial property and casualty, executive and professional, and various other insurance coverages through BHSI and other Berkshire insurance affiliates. BHSI writes primary and excess policies on an admitted and non-admitted basis in the U.S., and on a local or foreign non-admitted basis outside the U.S. BHSI is based in Boston, Massachusetts, with other regional offices in the U.S. BHSI also maintains international offices and branches in Australia, Canada, New Zealand and across several other countries in Asia and Europe. BHSI writes business through wholesale and retail insurance brokers, as well as managing general agents."}
-{"_id": "BRK.A20230039", "title": "BRK.A K-3", "text": "Alleghany\u2019s property and casualty insurance business is conducted in the U.S. on both an admitted and non-admitted basis through RSUI Group, Inc. and its subsidiaries (\u201cRSUI\u201d) and CapSpecialty, Inc. and its subsidiaries (\u201cCapSpecialty\u201d). RSUI and CapSpecialty primarily write specialty insurance in the property, umbrella/excess liability, professional liability, directors\u2019 and officers\u2019 liability and general liability lines of business. Insurance is written through independent wholesale insurance brokers, retail agents and managing general agents."}
-{"_id": "BRK.A20230040", "title": "BRK.A K-3", "text": "MedPro Group (\u201cMedPro\u201d) is a leading provider of healthcare liability (\u201cHCL\u201d) insurance. MedPro provides customized HCL insurance, claims, patient safety and risk solutions to physicians, surgeons, dentists and other healthcare professionals, as well as hospitals, senior care and other healthcare facilities. Additionally, MedPro provides HCL insurance solutions to international markets through other Berkshire insurance affiliates, delivers liability insurance to other professionals, and offers specialized accident and health insurance solutions to colleges and other customers through its subsidiaries and other Berkshire insurance affiliates. MedPro is based in Fort Wayne, Indiana."}
-{"_id": "BRK.A20230041", "title": "BRK.A K-3", "text": "U.S. Liability Insurance Company (\u201cUSLI\u201d) includes a group of five specialty insurers that underwrite commercial, professional and personal lines of insurance on an admitted basis, as well as on an excess and surplus basis. USLI markets policies in all 50 states, the District of Columbia and Canada through wholesale and retail insurance agents. USLI companies also underwrite and market a wide variety of specialty insurance products. USLI is based in Wayne, Pennsylvania. Berkshire Hathaway GUARD Insurance Companies (\u201cGUARD\u201d) is a group of five insurance companies that provide a full suite of commercial insurance products, as well as homeowners policies to over 450,000 small to mid-sized businesses and homeowners. These offerings are made through independent agents and retail and wholesale brokers. GUARD is based in Wilkes-Barre, Pennsylvania."}
-{"_id": "BRK.A20230042", "title": "BRK.A K-3", "text": "Berkshire Hathaway Direct Insurance Company and its affiliates (\u201cBH Direct\u201d) offer commercial insurance products (including workers\u2019 compensation, property, auto, general and professional liability) to small business customers. BH Direct\u2019s products are primarily sold through two internet-based distribution platforms, biBERK.com and Threeinsurance.com. BH Direct writes policies on an admitted basis and is based in Stamford, Connecticut. MLMIC Insurance Company (\u201cMLMIC\u201d) writes medical professional liability insurance policies in New York State through brokers and on a direct basis to medical and dental professionals, health care providers and hospitals. MLMIC is based in Albany, New York."}
-{"_id": "BRK.A20230044", "title": "BRK.A K-4", "text": "Berkshire Hathaway Reinsurance Group\u2014Berkshire\u2019s combined global reinsurance business, referred to as the Berkshire Hathaway Reinsurance Group (\u201cBHRG\u201d), offers a wide range of coverages on property, casualty, life and health risks to insurers and reinsurers worldwide. BHRG conducts business activities in 26 countries. Reinsurance business is written through NICO and affiliates (\u201cNICO Group\u201d), General Re Corporation and its subsidiaries (\u201cGeneral Re Group\u201d) and Transatlantic Reinsurance Company and affiliates (\u201cTransRe Group\u201d). The NICO Group and General Re Group underwriting operations in the U.S. are based in Stamford, Connecticut and the TransRe Group is based in New York, New York."}
-{"_id": "BRK.A20230045", "title": "BRK.A K-4", "text": "Reinsurance contracts are normally classified as treaty or facultative contracts. Treaty reinsurance refers to reinsurance coverage for all or a portion of a specified group or class of risks ceded by a direct insurer or reinsurer, while facultative reinsurance involves coverage of specific individual underlying risks. Reinsurance contracts are further classified as quota-share or excess. Under quota-share (proportional or pro-rata) reinsurance, the reinsurer shares proportionally in the original premiums and losses of the direct insurer or reinsurer. Excess (or non-proportional) reinsurance provides for the indemnification of the direct insurer or reinsurer for all or a portion of the loss in excess of an agreed upon amount or \u201cretention.\u201d Both quota-share and excess reinsurance contracts may provide for aggregate limits of indemnification."}
-{"_id": "BRK.A20230046", "title": "BRK.A K-4", "text": "The type and volume of business written is dependent on market conditions, including prevailing premium rates and coverage terms. The level of underwriting activities often fluctuates significantly from year to year depending on the perceived level of price adequacy in specific insurance and reinsurance markets as well as from the timing of particularly large reinsurance transactions."}
-{"_id": "BRK.A20230048", "title": "BRK.A Property/casualty", "text": "The NICO Group offers traditional property/casualty reinsurance on both an excess-of-loss and a quota-share basis, catastrophe excess-of-loss treaty and facultative reinsurance, and primary insurance on an excess-of-loss basis for large or unusual risks. The type and volume of business written by the NICO Group may vary significantly from period to period resulting from changes in perceived premium rate adequacy and from unique or large transactions. For the past several years, a significant portion of NICO Group\u2019s annual reinsurance premium derived from a 20% quota-share agreement with Insurance Australia Group Limited (\u201cIAG\u201d). This quota-share agreement was renewed and extended effective January 1, 2023, with an expiration of December 31, 2029. IAG is a multi-line insurer in Australia, New Zealand and other Asia-Pacific countries."}
-{"_id": "BRK.A20230049", "title": "BRK.A Property/casualty", "text": "The General Re Group includes a global property and casualty reinsurance business. Reinsurance contracts are written on both a quota-share and excess basis for multiple lines of business. Contracts are primarily in the form of treaties, and to a lesser degree, on a facultative basis. The General Re Group conducts business in North America, primarily marketed on a direct basis through General Reinsurance Corporation (\u201cGRC\u201d), which is licensed in the District of Columbia and all states, except Hawaii, where it is an accredited reinsurer. GRC also conducts operations in North America through numerous branch offices in the U.S. and Canada."}
-{"_id": "BRK.A20230050", "title": "BRK.A Property/casualty", "text": "In North America, the General Re Group includes General Star National Insurance Company, General Star Indemnity Company and Genesis Insurance Company, which offer a broad array of specialty and surplus lines and property, casualty and professional liability coverages. These companies offer solutions for the unique needs of public entity, commercial and captive customers and their business is marketed through a select group of wholesale brokers, managing general underwriters and program administrators."}
-{"_id": "BRK.A20230051", "title": "BRK.A Property/casualty", "text": "The General Re Group\u2019s international reinsurance business is primarily written on a direct basis through General Reinsurance AG, based in Cologne, Germany, and subsidiaries and branches in numerous other countries, as well as through brokers, including Faraday Underwriting Limited (\u201cFaraday\u201d), a subsidiary. Faraday owns the managing agent of Syndicate 435 at Lloyd\u2019s of London and provides capacity and participates in 100% of the results of Syndicate 435."}
-{"_id": "BRK.A20230052", "title": "BRK.A Property/casualty", "text": "The TransRe Group provides pro-rata and excess-of-loss reinsurance across various property and casualty lines of business. Contracts are written on both a treaty and facultative basis to insurance and other reinsurance companies in the U.S. and in foreign markets through subsidiaries and branches in numerous countries. Business is written primarily through brokers, and to a lesser extent on a direct basis."}
-{"_id": "BRK.A20230054", "title": "BRK.A Life/health", "text": "The General Re Group also conducts a global life and health reinsurance business. In 2023, net premiums written were primarily in the Asia-Pacific, U.S. and Western Europe regions. The General Re Group underwrites life, disability, supplemental health, critical illness and long-term care risks on a direct basis."}
-{"_id": "BRK.A20230056", "title": "BRK.A K-5", "text": "Berkshire Hathaway Life Insurance Company of Nebraska (\u201cBHLN\u201d) and its affiliates write reinsurance covering various forms of traditional life insurance exposures several years ago. BHLN and affiliates also reinsure certain guaranteed minimum death, income and similar risks on closed-blocks of variable annuity risks, which are in run-off."}
-{"_id": "BRK.A20230058", "title": "BRK.A Retroactive reinsurance", "text": "Retroactive reinsurance contracts indemnify ceding companies for adverse development of claims arising from loss events that have already occurred under property and casualty policies issued in prior years. Coverage under such contracts is provided on an excess basis (above a stated retention) or for losses payable after the inception of the contract with no additional ceding company retention. Contracts are normally subject to aggregate limits of indemnification, which can be exceptionally large in amount. Significant amounts of asbestos, environmental and latent injury claims may arise under these contracts."}
-{"_id": "BRK.A20230059", "title": "BRK.A Retroactive reinsurance", "text": "The concept of time-value-of-money is an important element in establishing retroactive reinsurance contract prices and terms since loss payments may occur over decades. Normally, expected ultimate losses payable under these policies are expected to exceed premiums, thus producing underwriting losses through the amortization of deferred charge assets established with respect to these contracts. Nevertheless, this business is written, in part, because of the large amounts of policyholder funds generated for investment, the economic benefit of which is reflected through investment results in future periods."}
-{"_id": "BRK.A20230061", "title": "BRK.A Periodic payment annuity", "text": "BHLN writes periodic payment annuity insurance policies and reinsures annuity-like obligations. Under these policies, BHLN receives upfront consideration and agrees in the future to make periodic payments that often extend for decades. These policies generally relate to the settlement of underlying personal injury or workers\u2019 compensation claims of other insurers, known as structured settlements. Consistent with retroactive reinsurance contracts, time-value-of-money is an important factor in establishing annuity premiums, and underwriting losses are expected from the periodic accretion of time-value discounted liabilities. BHLN significantly curtailed its periodic payment annuity business in 2023 in response to changing economic and market conditions."}
-{"_id": "BRK.A20230062", "title": "BRK.A Periodic payment annuity", "text": "Investments of insurance businesses\u2014Berkshire\u2019s insurance subsidiaries hold significant levels of invested assets. Investment portfolios are managed by Berkshire\u2019s Chief Executive Officer and Berkshire\u2019s other investment managers. Investments include a very large portfolio of publicly traded equity securities, which are unusually concentrated in relatively few companies, as well as fixed maturity securities and short-term investments. Generally, there are no target allocations by investment type or attempts to match investment asset and insurance liability durations. However, investment portfolios have historically included a much greater proportion of equity securities than is customary in the insurance industry."}
-{"_id": "BRK.A20230063", "title": "BRK.A Periodic payment annuity", "text": "Invested assets derive from shareholder capital as well as funds provided from policyholders through insurance and reinsurance business (\u201cfloat\u201d). Float represents the approximate net policyholder funds generated through underwriting activities that are held for investment. The major components of float are unpaid losses and loss adjustment expenses, life, annuity and health benefit liabilities (excluding the effects of discount rate changes that are recorded in accumulated other comprehensive income), unearned premiums and other policyholder liabilities less premium and reinsurance receivables, deferred policy acquisition costs and deferred charges on assumed retroactive reinsurance contracts. On a consolidated basis, float has grown from approximately $123 billion at the end of 2018 to approximately $169 billion at the end of 2023. The cost of float can be measured as the net pre-tax underwriting earnings (or loss) as a percentage of average float."}
-{"_id": "BRK.A20230065", "title": "BRK.A Railroad Business\u2014Burlington Northern Santa Fe", "text": "Burlington Northern Santa Fe, LLC (\u201cBNSF\u201d) is based in Fort Worth, Texas, and through BNSF Railway Company (\u201cBNSF Railway\u201d) operates one of the largest railroad systems in North America. BNSF Railway had approximately 37,000 employees at the end of 2023, of whom approximately 32,000 were members of a labor union."}
-{"_id": "BRK.A20230066", "title": "BRK.A Railroad Business\u2014Burlington Northern Santa Fe", "text": "In serving the Midwest, Pacific Northwest, Western, Southwestern and Southeastern regions and certain ports of the U.S., BNSF Railway transports a range of products and commodities derived from manufacturing, agricultural and natural resource industries. Freight revenues are covered by contractual agreements of varying durations or common carrier published prices or company quotations. BNSF\u2019s financial performance is influenced by, among other things, general and industry economic conditions at the international, national and regional levels."}
-{"_id": "BRK.A20230067", "title": "BRK.A Railroad Business\u2014Burlington Northern Santa Fe", "text": "BNSF Railway\u2019s primary routes, including trackage rights, allow it to access major cities and certain ports in the western and southern U.S. as well as parts of Canada and Mexico. In addition to major cities and ports, BNSF Railway efficiently serves many smaller markets by working closely with approximately 200 shortline railroads. BNSF Railway has also entered into marketing agreements with other rail carriers, expanding the marketing reach for each railroad and their customers. For the year ending December 31, 2023, 34% of freight revenues were derived from consumer products, 25% from industrial products, 24% from agricultural products and 17% from coal."}
-{"_id": "BRK.A20230070", "title": "BRK.A Regulatory Matters", "text": "BNSF is subject to federal, state and local laws and regulations generally applicable to its businesses. Rail operations are subject to the regulatory jurisdiction of the Surface Transportation Board (\u201cSTB\u201d), the Federal Railroad Administration of the U.S. Department of Transportation (\u201cDOT\u201d), the Occupational Safety and Health Administration (\u201cOSHA\u201d), the Environmental Protection Agency (\u201cEPA\u201d), as well as other federal and state regulatory agencies and Canadian regulatory agencies for operations in Canada. The STB has jurisdiction over disputes and complaints involving certain rates, routes and services, the sale or abandonment of rail lines, applications for line extensions and construction, and the merger with or acquisition of control of rail common carriers. The outcome of STB proceedings can affect the profitability of BNSF Railway\u2019s business."}
-{"_id": "BRK.A20230071", "title": "BRK.A Regulatory Matters", "text": "The DOT, OSHA and EPA have jurisdiction under several federal statutes over a number of safety, health, and environmental aspects of rail operations, including the transportation of hazardous materials. BNSF Railway is required to transport these materials to the extent of its common carrier obligation. State agencies regulate some health, safety, and environmental aspects of rail operations in areas not otherwise preempted by federal law."}
-{"_id": "BRK.A20230073", "title": "BRK.A Environmental Matters", "text": "BNSF\u2019s rail operations, as well as those of its competitors, are also subject to extensive federal, state and local environmental regulations covering discharges to the ground or waters, air emissions, toxic substances and the generation, handling, storage, transportation and disposal of waste and hazardous materials. Such regulations effectively increase the costs and liabilities associated with rail operations. Environmental risks are also inherent in rail operations, which frequently involve transporting chemicals and other hazardous materials."}
-{"_id": "BRK.A20230074", "title": "BRK.A Environmental Matters", "text": "Many of BNSF\u2019s land holdings are or have been used for industrial or transportation-related purposes or leased to commercial or industrial companies whose activities may have resulted in discharges onto the property. Under federal statutes (in particular, the Comprehensive Environmental Response, Compensation and Liability Act) and state statutes, BNSF may be held jointly and severally liable for cleanup and enforcement costs associated with a particular site without regard to fault or the legality of the original conduct. BNSF may also be subject to claims by third parties for investigation, cleanup, restoration or other environmental costs under environmental statutes or common law with respect to properties they own that have been impacted by BNSF operations."}
-{"_id": "BRK.A20230075", "title": "BRK.A Environmental Matters", "text": "Consumption of diesel fuel by locomotives accounted for approximately 80% of BNSF Railway\u2019s greenhouse gas (\u201cGHG\u201d) emissions in its baseline year of 2018. BNSF management has committed to a broad sustainability model, applying science based approaches, that will provide a 30% reduction in BNSF Railway\u2019s GHG-emissions by 2030 from its baseline year of 2018. BNSF Railway intends to continue improvements in fuel efficiency and increased utilization of renewable diesel fuel. Long-term solutions, such as battery-electric and hydrogen locomotives, are also being evaluated and field-tested."}
-{"_id": "BRK.A20230077", "title": "BRK.A Competition", "text": "The business environment in which BNSF Railway operates is highly competitive. Depending on the specific market, deregulated motor carriers and other railroads, as well as river barges, ships and pipelines, may exert pressure on price and service levels. The presence of advanced, high service truck lines with expedited delivery, subsidized infrastructure and minimal empty mileage continues to affect the market for non-bulk, time-sensitive freight. The potential expansion of longer combination vehicles could further encroach upon markets traditionally served by railroads. In order to remain competitive, BNSF Railway and other railroads seek to develop and implement operating efficiencies to improve productivity."}
-{"_id": "BRK.A20230078", "title": "BRK.A Competition", "text": "As railroads streamline, rationalize and otherwise enhance their franchises, competition among rail carriers intensifies. BNSF Railway\u2019s primary rail competitor in the Western region of the U.S. is the Union Pacific Railroad Company. Other Class I railroads and numerous regional railroads and motor carriers also operate in parts of the same territories served by BNSF Railway."}
-{"_id": "BRK.A20230080", "title": "BRK.A Utilities and Energy Businesses", "text": "Berkshire\u2019s energy businesses include a 92% ownership interest in Berkshire Hathaway Energy Company (\u201cBHE\u201d), based in Des Moines, Iowa. In 2017, Berkshire acquired a 38.6% interest in Pilot Travel Centers, LLC (\u201cPTC\u201d), which is headquartered in Knoxville, Tennessee. Through January 31, 2023, the investment in PTC was accounted for using the equity method. On January 31, 2023, Berkshire acquired an additional 41.4% interest and attained control of PTC for financial reporting purposes. PTC became a subsidiary in Berkshire\u2019s Consolidated Financial Statements beginning February 1, 2023. On January 16, 2024, Berkshire acquired an additional 20% interest in PTC and as of that date PTC became an indirect wholly-owned Berkshire subsidiary. PTC\u2019s business activities are primarily associated with fuel distribution and energy products and services."}
-{"_id": "BRK.A20230083", "title": "BRK.A Berkshire Hathaway Energy", "text": "BHE is a global energy company with subsidiaries and affiliates that generate, transmit, store, distribute and supply energy. BHE\u2019s domestic regulated energy interests are comprised of four regulated U.S. utility companies (collectively, \u201cU.S. utilities\u201d) serving approximately 5.3 million retail customers and five U.S. interstate natural gas pipeline companies with approximately 21,000 miles of operated pipeline having a design capacity of approximately 21 billion cubic feet of natural gas per day. Other energy businesses include electric transmission and distribution operations in Great Britain and Canada, a diversified portfolio of mostly renewable independent power projects and investments, and a liquefied natural gas export, import and storage facility. BHE also owns a residential real estate brokerage firm in the U.S. and a large network of residential real estate brokerage franchises in the U.S. BHE employs approximately 24,000 people in connection with its various operations."}
-{"_id": "BRK.A20230085", "title": "BRK.A General Matters", "text": "BHE\u2019s U.S. utilities include PacifiCorp, MidAmerican Energy Company (\u201cMEC\u201d) and NV Energy, Inc.\u2019s (\u201cNV Energy\u201d) two regulated utility subsidiaries, Nevada Power Company (\u201cNevada Power\u201d) and Sierra Pacific Power Company (\u201cSierra Pacific\u201d). PacifiCorp is a regulated electric utility company headquartered in Oregon, serving electric customers in portions of Utah, Oregon, Wyoming, Washington, Idaho and California. The combined service territory\u2019s diverse regional economy ranges from rural, agricultural and mining areas to urban, manufacturing and government service centers. No single segment of the economy dominates the combined service territory, which helps mitigate PacifiCorp\u2019s exposure to economic fluctuations. In addition to retail sales, PacifiCorp buys and sells electricity on a wholesale basis."}
-{"_id": "BRK.A20230086", "title": "BRK.A General Matters", "text": "MEC is a regulated electric and natural gas utility company headquartered in Iowa, serving electric and natural gas customers primarily in Iowa and also in portions of Illinois, South Dakota and Nebraska. MEC\u2019s diverse retail customer base operates in the electronic data storage, agricultural, manufacturing and government service centers industries. In addition to retail sales and natural gas transportation, MEC sells electricity and natural gas on a wholesale basis."}
-{"_id": "BRK.A20230087", "title": "BRK.A General Matters", "text": "Nevada Power serves retail electric customers in southern Nevada and Sierra Pacific serves retail electric and natural gas customers in northern Nevada. The combined Nevada Power/Sierra Pacific service territory economy includes retail customers in the gaming, mining, recreation, warehousing, manufacturing and governmental service centers sectors. In addition to retail sales and natural gas transportation, these utilities buy and sell electricity and natural gas on a wholesale basis."}
-{"_id": "BRK.A20230088", "title": "BRK.A General Matters", "text": "As vertically integrated utilities, BHE\u2019s U.S. utilities collectively own approximately 30,100 net megawatts of generation capacity in operation and under construction. The U.S. utilities\u2019 business is subject to seasonal variations principally related to the use of electricity for air conditioning and natural gas for heating. Typically, regulated electric revenues are higher in the summer months, while regulated natural gas revenues are higher in the winter months."}
-{"_id": "BRK.A20230089", "title": "BRK.A General Matters", "text": "The natural gas pipelines consist of BHE GT&S, LLC (\u201cBHE GT&S\u201d), Northern Natural Gas Company (\u201cNorthern Natural\u201d) and Kern River Gas Transmission Company (\u201cKern River\u201d). BHE GT&S was acquired on November 1, 2020."}
-{"_id": "BRK.A20230090", "title": "BRK.A General Matters", "text": "BHE GT&S, based in Virginia, operates three interstate natural gas pipeline systems that consist of approximately 5,400 miles of natural gas transmission, gathering and storage pipelines and operates seventeen underground natural gas storage fields in the eastern region of the U.S. BHE GT&S\u2019s large underground natural gas storage assets and pipeline systems are part of an interconnected gas transmission network that provides transportation services to utilities and numerous other customers. BHE GT&S is also an industry leader in liquefied natural gas solutions through its investments in and ownership of several liquefied natural gas facilities located throughout the eastern region of the U.S."}
-{"_id": "BRK.A20230091", "title": "BRK.A General Matters", "text": "Northern Natural, based in Nebraska, operates the largest interstate natural gas pipeline system in the U.S., as measured by pipeline miles, reaching from west Texas to Michigan\u2019s Upper Peninsula. Northern Natural\u2019s pipeline system consists of approximately 14,200 miles of natural gas pipelines. Northern Natural\u2019s extensive pipeline system, which is interconnected with many interstate and intrastate pipelines in the national grid system, has access to supplies from multiple major supply basins and provides transportation services to utilities and numerous other customers. Northern Natural also operates three underground natural gas storage facilities and two liquefied natural gas storage peaking units. Northern Natural\u2019s pipeline system experiences significant seasonal swings in demand and revenue, with the highest demand typically occurring during the months of November through March."}
-{"_id": "BRK.A20230092", "title": "BRK.A General Matters", "text": "Kern River, based in Utah, operates an interstate natural gas pipeline system that consists of approximately 1,400 miles and extends from supply areas in the Rocky Mountains to consuming markets in Utah, Nevada and California. Kern River transports natural gas for electric and natural gas distribution utilities, major oil and natural gas companies or affiliates of such companies, electric generating companies, energy marketing and trading companies, and financial institutions."}
-{"_id": "BRK.A20230094", "title": "BRK.A K-8", "text": "Other energy businesses include Northern Powergrid (Northeast) plc and Northern Powergrid (Yorkshire) plc, which own a substantial electricity distribution network that delivers electricity to end-users in northeast England in an area covering approximately 10,000 square miles. These distribution companies primarily charge supply companies regulated tariffs for the use of their distribution systems and serve about 4.0 million electricity end-users. AltaLink L.P. (\u201cAltaLink\u201d) is a regulated electric transmission-only utility company headquartered in Calgary, Alberta. AltaLink\u2019s high voltage transmission lines and related facilities transmit electricity from generating facilities to major load centers, cities and large industrial plants throughout its 87,000 square mile service territory. AltaLink serves approximately 85% of Alberta\u2019s population. BHE and its subsidiaries, also own interests in independent power projects having approximately 5,900 net megawatts of generation capacity that are in service in California, Texas, Illinois, Nebraska, Montana, Australia, New York, Arizona, Canada, Minnesota, Kansas, Iowa and Hawaii. These independent power projects sell power generated primarily from wind, solar, geothermal and hydro sources under long-term contracts. Additionally, BHE subsidiaries and other Berkshire subsidiaries have invested approximately $7.3 billion to-date in wind projects sponsored by third parties, commonly referred to as tax equity investments."}
-{"_id": "BRK.A20230096", "title": "BRK.A Regulatory Matters", "text": "The U.S. utilities are subject to comprehensive regulation by various federal, state and local agencies. The Federal Energy Regulatory Commission (\u201cFERC\u201d) is an independent agency with broad authority to implement provisions of the Federal Power Act, the Energy Policy Act of 2005 and other federal statutes. The FERC regulates rates for wholesale sales of electricity; transmission of electricity, including pricing and regional planning for the expansion of transmission systems; electric system reliability; utility holding companies; accounting and records retention; securities issuances; construction and operation of hydroelectric facilities; and other matters. The FERC also has the enforcement authority to assess civil penalties of up to $1.5 million per day per violation of rules, regulations and orders issued under the Federal Power Act. MEC is also subject to regulation by the Nuclear Regulatory Commission pursuant to the Atomic Energy Act of 1954, as amended, with respect to its 25% ownership of the Quad Cities Nuclear Station."}
-{"_id": "BRK.A20230097", "title": "BRK.A Regulatory Matters", "text": "With certain limited exceptions, the U.S. utilities have an exclusive right to serve retail customers within their service territories and, in turn, have an obligation to provide service to those customers. In some jurisdictions, certain classes of customers may choose to purchase all or a portion of their energy from alternative energy suppliers, and in some jurisdictions retail customers can generate all or a portion of their own energy. Historically, state regulatory commissions have established retail electric and natural gas rates on a cost-of-service basis, which are designed to allow a utility the opportunity to recover what each state regulatory commission deems to be the utility\u2019s reasonable costs of providing services, including the opportunity to earn a fair and reasonable return on its investments based on its cost of debt and equity. The retail electric rates of U.S. utilities are generally based on the cost of providing traditional bundled services, including generation, transmission and distribution services; however, rates are available for transmission-only and distribution-only services."}
-{"_id": "BRK.A20230098", "title": "BRK.A Regulatory Matters", "text": "Northern Powergrid (Northeast) plc and Northern Powergrid (Yorkshire) plc each charge fees for the use of their distribution systems that are controlled by a formula prescribed by the Gas and Electricity Markets Authority, the British electricity regulatory body. The current electricity distribution price control runs from April 1, 2023 through March 31, 2028."}
-{"_id": "BRK.A20230099", "title": "BRK.A Regulatory Matters", "text": "AltaLink is regulated by the Alberta Utilities Commission (\u201cAUC\u201d), pursuant to the Electric Utilities Act (Alberta), the Public Utilities Act (Alberta), the Alberta Utilities Commission Act (Alberta) and the Hydro and Electric Energy Act (Alberta). The AUC is an independent quasi-judicial agency, which regulates and oversees Alberta\u2019s electricity transmission sector with broad authority that may impact many of AltaLink\u2019s activities, including its tariffs, rates, construction, operations and financing. Under the Electric Utilities Act, AltaLink prepares and files applications with the AUC for approval of tariffs to be paid by the Alberta Electric System Operator (\u201cAESO\u201d) for the use of its transmission facilities, and the terms and conditions governing the use of those facilities. The AESO is an independent system operator in Alberta, Canada that oversees Alberta\u2019s integrated electrical system (\u201cAIES\u201d) and wholesale electricity market. The AESO is responsible for directing the safe, reliable and economic operation of the AIES, including long-term transmission system planning."}
-{"_id": "BRK.A20230100", "title": "BRK.A Regulatory Matters", "text": "The natural gas pipelines are subject to regulation by various federal and state agencies. The natural gas pipeline and storage operations of BHE GT&S, Northern Natural and Kern River are regulated by the FERC pursuant to the Natural Gas Act and the Natural Gas Policy Act of 1978. Under this authority, the FERC regulates, among other items, (a) rates, charges, terms and conditions of service; (b) the construction and operation of interstate pipelines, storage and related facilities, including the extension, expansion or abandonment of such facilities; and (c) the construction and operation of liquefied natural gas export/import facilities. Interstate natural gas pipeline companies are also subject to regulations administered by the Office of Pipeline Safety within the Pipeline and Hazardous Materials Safety Administration, an agency of the DOT. Federal pipeline safety regulations are issued pursuant to the Natural Gas Pipeline Safety Act of 1968, as amended, which establishes safety requirements in the design, construction, operation and maintenance of interstate natural gas pipeline facilities."}
-{"_id": "BRK.A20230103", "title": "BRK.A Environmental Matters", "text": "BHE and its energy businesses are subject to federal, state, local and foreign laws and regulations regarding air quality, climate change, emissions performance standards, water quality, coal ash disposal and other environmental matters that have the potential to impact current and future operations. In addition to imposing continuing compliance obligations, these laws and regulations, such as the Federal Clean Air Act, provide regulators with the authority to levy substantial penalties for noncompliance, including fines, injunctive relief and other sanctions."}
-{"_id": "BRK.A20230104", "title": "BRK.A Environmental Matters", "text": "The Federal Clean Air Act, as well as state laws and regulations impacting air emissions, provides a framework for protecting and improving the nation\u2019s air quality and controlling sources of air emissions. These laws and regulations continue to be promulgated and implemented and will impact the operation of BHE\u2019s generating facilities and require them to reduce emissions at those facilities to comply with the requirements. In addition, the potential adoption of state or federal clean energy standards, which include low-carbon, non-carbon and renewable electricity generating resources, may also impact electricity generators and natural gas providers."}
-{"_id": "BRK.A20230105", "title": "BRK.A Environmental Matters", "text": "In December 2015, an international agreement was negotiated by 195 nations to create a universal framework for coordinated action on climate change in what is referred to as the Paris Agreement. The Paris Agreement reaffirms the goal of limiting global temperature increase well below 2 degrees Celsius, while urging efforts to limit the increase to 1.5 degrees Celsius and reaching a global peak of GHG emissions as soon as possible to achieve climate neutrality by mid-century; establishes commitments by all parties to make nationally determined contributions and pursue domestic measures aimed at achieving the commitments; commits all countries to submit emissions inventories and report regularly on their emissions and progress made in implementing and achieving their nationally determined commitments; and commits all countries to submit new commitments every five years, with the expectation that the commitments will be more aggressive in reducing GHG emissions. In the context of the Paris Agreement, the U.S. agreed to reduce GHG emissions by 26% to 28% from 2005 levels by 2025. The Paris Agreement formally became effective on November 4, 2016; however, the U.S. completed its withdrawal from the Paris Agreement on November 4, 2020. President Biden accepted the terms of the climate agreement on January 20, 2021, and the U.S. completed its reentry on February 19, 2021. New commitments to the Paris Agreement were announced in April 2021, with the U.S. pledging to cut its overall GHG emissions by 50% to 52% from 2005 levels by 2030 and to reach 100% carbon pollution-free electricity by 2035. Increasingly, states are adopting legislation and regulations to reduce GHG emissions, and local governments and consumers are seeking increasing amounts of clean and renewable energy."}
-{"_id": "BRK.A20230106", "title": "BRK.A Environmental Matters", "text": "On June 19, 2019, the EPA repealed the Clean Power Plan and issued the Affordable Clean Energy rule. In the Affordable Clean Energy rule, the EPA determined that the best system of emissions reduction for existing coal fueled power plants is heat rate improvements and identified a set of candidate technologies and measures that could improve heat rates. Measures taken to meet the standards of performance must be achieved at the source itself. On January 19, 2021, the D.C. Circuit Court of Appeals vacated the Affordable Clean Energy rule in its entirety. In October 2021, the U.S. Supreme Court agreed to hear an appeal of that decision. Arguments in the case were held in February 2022 and on June 30, 2022, the U.S. Supreme Court issued its decision regarding the scope of the EPA\u2019s authority to regulate GHG emissions under the Clean Air Act. The U.S. Supreme Court held that the \u201cgeneration shifting\u201d approach in the Clean Power Plan exceeded the powers granted to the EPA by Congress, although the court did not address whether the EPA may only adopt measures applied at the individual source as it did in the Affordable Clean Energy rule. In May 2023, the EPA proposed new rules addressing GHG emissions for the power sector. The proposed requirements would take effect January 1, 2030. The EPA subcategorized the best system of emissions reduction based on fuel type. For existing coal, the EPA determined that the best system of emissions reduction is carbon capture and sequestration. For existing natural gas-fueled steam units, the EPA determined that the best system of emissions reduction is an emissions limit between 1,300 and 1,500 pounds of carbon dioxide per gross megawatt hour. For existing natural gas combustion turbines, the EPA determined the best system of emissions reduction applies only to large, high-load turbines, which must either use carbon capture and sequestration or a co-fueling with hydrogen. Finally, for new natural gas combustion turbines, the EPA determined that the best system of emissions reduction is a co-fueling with hydrogen between 30% and 96% blend rates by 2038. The EPA intends to finalize the rule by May 2024."}
-{"_id": "BRK.A20230107", "title": "BRK.A Environmental Matters", "text": "In November 2021, the EPA proposed rules that would reduce methane emissions from both new and existing sources in the oil and natural gas industry. The proposals would expand and strengthen emission reduction requirements for new, modified and reconstructed oil and natural gas sources and would require states to reduce methane emissions from existing sources nationwide. The EPA issued a supplemental proposal in November 2022 to further strengthen emission requirements. The rule was finalized in December 2023. Affected sources may have up to five years from the rule\u2019s effective date to comply with requirements identified in state implementation plans."}
-{"_id": "BRK.A20230108", "title": "BRK.A Environmental Matters", "text": "BHE and its energy subsidiaries continue to focus on delivering reliable, affordable, safe and clean energy to its customers and on actions to mitigate its GHG emissions. BHE\u2019s primary source of GHG emissions is the generation of electricity from its power plants that are fueled by coal or natural gas. In managing its electricity generation, BHE works with its regulators to protect the energy and economic needs of customers by considering costs, reliability and sources of electric generation. Over the years, BHE has invested heavily in owned renewable generation and storage, with cumulative investments"}
-{"_id": "BRK.A20230110", "title": "BRK.A K-10", "text": "of $34.1 billion through 2023 and has ceased coal operations at 18 coal generation units. As a result, as of December 31, 2023, BHE reduced its annual GHG emissions by more than 34% as compared to 2005 levels. BHE plans to continue investing in renewable and other low-carbon generation and storage in the future and to cease coal operations at an additional 15 coal generation units between 2025 and 2030 in a reliable and cost-effective manner, thereby achieving a 50% reduction in GHG emissions from 2005 levels in 2030."}
-{"_id": "BRK.A20230112", "title": "BRK.A Non-Energy Businesses", "text": "HomeServices of America, Inc. (\u201cHomeServices\u201d) is a residential real estate brokerage firm in the U.S. In addition to providing traditional residential real estate brokerage services, HomeServices offers other integrated real estate services, including mortgage originations and mortgage banking, title and closing services, insurance, home warranties, relocation services and other home-related services. It operates under 50 brand names with approximately 41,000 real estate agents in nearly 900 brokerage offices in 34 states and the District of Columbia."}
-{"_id": "BRK.A20230113", "title": "BRK.A Non-Energy Businesses", "text": "HomeServices\u2019 franchise network currently includes approximately 300 franchisees and over 1,500 brokerage offices with nearly 48,000 real estate agents under two brand names, primarily in the U.S. In exchange for certain fees, HomeServices provides the right to use the Berkshire Hathaway HomeServices or Real Living brand names and other related service marks, as well as providing orientation programs, training and consultation services, advertising programs and other services."}
-{"_id": "BRK.A20230114", "title": "BRK.A Non-Energy Businesses", "text": "HomeServices\u2019 principal sources of revenue are dependent on residential real estate transaction volumes, which are generally higher in the second and third quarters of each year. This business is highly competitive and subject to general real estate market conditions."}
-{"_id": "BRK.A20230116", "title": "BRK.A Pilot Travel Centers (PTC)", "text": "PTC operates more than 650 travel center and approximately 75 fuel-only retail locations across 44 U.S. states and five Canadian provinces, primarily under the names Pilot or Flying J, as well as large wholesale fuel and fuel marketing businesses in the U.S. PTC also sells diesel fuel at over 140 retail locations in the U.S. and Canada through various arrangements with third party travel centers. PTC sold over 16 billion gallons of fuel (primarily diesel and gasoline) in 2023 on a retail and wholesale basis, including 1.3 billion gallons of low carbon fuels and 325 million gallons of diesel exhaust fluid."}
-{"_id": "BRK.A20230117", "title": "BRK.A Pilot Travel Centers (PTC)", "text": "During 2023, PTC opened charging stations at 18 travel centers in connection with an agreement with General Motors to develop a nationwide electric vehicle fast charger network of 2,000 charging stations in 500 U.S. locations by 2026. PTC also signed a letter of intent with Volvo during 2022 to develop a nationwide public charging network to support the expansion of battery-powered electric trucks. PTC and its subsidiaries had approximately 26,700 employees at the end of 2023, of which 2,160 work at joint venture travel centers operated by PTC."}
-{"_id": "BRK.A20230118", "title": "BRK.A Pilot Travel Centers (PTC)", "text": "PTC\u2019s travel centers are generally located close to an interstate highway and offer petroleum products, merchandise, food, and other services and amenities to consumers, travelers and professional truck drivers. The travel center industry is concentrated among a few large operators, including Love\u2019s Travel Stops and TravelCenters of America, although there are numerous independent operators that operate one to ten travel centers. PTC\u2019s top 10 customers for diesel sales at its travel centers and dealers account for less than 15% of total diesel gallons sold, while PTC\u2019s top 10 fuel suppliers account for less than 50% of gallons purchased. PTC retail operations also sell diesel fuel through agreements with third party travel centers where PTC procures and sells diesel fuel at the locations owned by the third parties. PTC also operates a water disposal business in the oil fields sector."}
-{"_id": "BRK.A20230119", "title": "BRK.A Pilot Travel Centers (PTC)", "text": "PTC is subject to federal, state, and local laws and regulations relating to the environment. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites. Penalties may be imposed for non-compliance. Certain assets (such as petroleum tanks, dispensers, and disposal wells) impose asset retirement obligations."}
-{"_id": "BRK.A20230121", "title": "BRK.A Manufacturing Businesses", "text": "Berkshire\u2019s numerous and diverse manufacturing subsidiaries are grouped into three categories: (1) industrial products, (2) building products and (3) consumer products. Berkshire\u2019s industrial products businesses manufacture components for aerospace and power generation applications, specialty chemicals, metal cutting tools, and a variety of other products primarily for industrial use. The building products group produces prefabricated and site-built residential homes, flooring products, insulation, roofing and engineered products, building and engineered components, paint and coatings and bricks and masonry products. The consumer products group manufactures and/or distributes recreational vehicles, batteries, and various apparel, footwear and other products. Information concerning the major activities of these three groups follows. Berkshire\u2019s manufacturing businesses employed approximately 184,000 people at the end of 2023."}
-{"_id": "BRK.A20230125", "title": "BRK.A Precision Castparts", "text": "Precision Castparts Corp. (\u201cPCC\u201d), based in Lake Oswego, Oregon, manufactures complex metal components and products, provides high-quality investment castings, forgings, fasteners/fastener systems and aerostructures for critical aerospace and power and energy applications. PCC also manufactures investment castings and forgings for general industrial, armament, medical and other applications; nickel and titanium alloys in all standard mill forms from large ingots and billets to plate, foil, sheet, strip, tubing, bar, rod, extruded shapes, rod-in-coil, wire and welding consumables, as well as cobalt alloys, for the aerospace, chemical processing, oil and gas, pollution control and other industries; fasteners for automotive and general industrial markets; specialty alloys for the investment casting and forging industries; heat treating and destructive testing services for the investment cast products and forging industries; grinder pumps and affiliated components for low-pressure sewer systems; critical auxiliary equipment and gas monitoring systems for the power generation industry; and metalworking tools for the fastener market and other applications."}
-{"_id": "BRK.A20230126", "title": "BRK.A Precision Castparts", "text": "Investment casting technology involves a multi-step process that uses ceramic molds in the manufacture of metal components with more complex shapes, closer tolerances and finer surface finishes than parts manufactured using other methods. PCC uses this process to manufacture products for aircraft engines, industrial gas turbine and other aeroderivative engines, airframes, medical implants, armament, unmanned aerial vehicles and other industrial applications. PCC also manufactures high temperature carbon and ceramic composite components, including ceramic matrix composites, for use in next-generation aerospace engines."}
-{"_id": "BRK.A20230127", "title": "BRK.A Precision Castparts", "text": "PCC uses forging processes to manufacture components for the aerospace and power generation markets. PCC manufactures high-performance, nickel-based alloys, as well as titanium alloys and products. PCC\u2019s nickel-based alloys are used to produce forged components and investment castings for aerospace and non-aerospace applications in such markets as oil and gas, chemical processing and pollution control. PCC\u2019s titanium products are used to manufacture components for the commercial and military aerospace, power generation, energy, medical, and industrial end markets."}
-{"_id": "BRK.A20230128", "title": "BRK.A Precision Castparts", "text": "PCC is also a leading developer and manufacturer of highly engineered fasteners, fastener systems, aerostructures and precision components, primarily for critical aerospace applications. These products are produced for the aerospace and power and energy markets, as well as for construction, automotive, heavy truck, farm machinery, mining and construction equipment, shipbuilding, machine tools, medical equipment, appliances and recreation markets."}
-{"_id": "BRK.A20230129", "title": "BRK.A Precision Castparts", "text": "PCC has several significant customers, including aerospace original equipment manufacturers (\u201cOEMs\u201d) (Boeing and Airbus) and aircraft engine manufacturer suppliers (General Electric, Rolls Royce and Pratt &Whitney). The majority of PCC\u2019s sales are from customer orders or demand schedules pursuant to long-term agreements. Contractual terms may provide for termination by the customer, subject to payment for work performed. PCC typically does not experience significant order cancellations, although periodically it receives requests for delays in delivery schedules."}
-{"_id": "BRK.A20230130", "title": "BRK.A Precision Castparts", "text": "The global outbreak of COVID-19 which began in March 2020 drove unprecedented build rate reductions and destocking in the aerospace market through 2021. In 2022, PCC began to see recovery in the domestic markets, with international travel starting to improve in the latter part of 2022. Domestic travel has surpassed 2019 levels, while international travel remains just below 2019 levels. Long-term industry forecasts continue to show growth and strong demand for air travel and aerospace products."}
-{"_id": "BRK.A20230131", "title": "BRK.A Precision Castparts", "text": "PCC is subject to substantial competition in all of its markets. Components and similar products may be produced by competitors, who use either the same types of manufacturing processes as PCC or other processes. Although PCC believes its manufacturing processes, technology and experience provide its customers advantages, such as high quality, competitive prices and physical properties that often meet more stringent demands, alternative forms of manufacturing can be used to produce many of the same components and products. Nevertheless, PCC is a leading supplier in most of its principal markets. Several factors, including long-standing customer relationships, technical expertise, state-of-the-art facilities and dedicated employees, aid PCC in maintaining competitive advantages."}
-{"_id": "BRK.A20230132", "title": "BRK.A Precision Castparts", "text": "Several raw materials used in PCC products, including certain metals such as nickel, titanium, cobalt, tantalum, hafnium and molybdenum, are found in only a few parts of the world. These metals are required for the alloys used in manufactured products. The availability and costs of these metals may be influenced by private or governmental cartels, changes in world politics, labor relations between the metal producers and their workforces and inflation."}
-{"_id": "BRK.A20230134", "title": "BRK.A K-12", "text": "PCC is currently subject to various federal, state and foreign environmental laws concerning, among other things, water discharges, air emissions, waste management, toxic materials use reduction and environmental cleanup. Laws and regulations continue to evolve, and it is reasonably possible that environmental standards will become more stringent in the future, particularly under air quality and water quality laws and standards related to climate change, including reporting of GHG emissions. As a result, it is also reasonably likely that PCC will be regularly required to make additional expenditures, including capital expenditures, which could be significant, relating to environmental matters."}
-{"_id": "BRK.A20230136", "title": "BRK.A Lubrizol", "text": "The Lubrizol Corporation (\u201cLubrizol\u201d), headquartered in Wickliffe, Ohio, is a specialty chemical and performance materials company that manufactures products and supplies technologies for the global transportation, industrial and consumer markets. Lubrizol currently operates two business segments: Lubrizol Additives, which produces engine lubricant additives, driveline lubricant additives and industrial specialties products; and Lubrizol Advanced Materials, which includes engineered materials (engineered polymers and performance coatings) and life sciences (beauty and personal care, and health and home care solutions)."}
-{"_id": "BRK.A20230137", "title": "BRK.A Lubrizol", "text": "Lubrizol Additives\u2019 products are used in a broad range of applications including engine oils, transmission fluids, gear oils, specialty driveline lubricants, fuels, metalworking fluids and compressor lubricants for transportation and industrial applications. Lubrizol Advanced Materials\u2019 products are used in many different types of applications including beauty, personal care, home care, over-the-counter pharmaceuticals, medical devices, performance coatings, sporting goods, plumbing and fire sprinkler systems. Lubrizol is an industry leader in many of the markets in which it competes, and its principal lubricant additives competitors are Infineum International Ltd., Chevron Oronite Company and Afton Chemical Corporation. Lubrizol Advanced Materials\u2019 businesses compete in many markets with a variety of competitors in each product line."}
-{"_id": "BRK.A20230138", "title": "BRK.A Lubrizol", "text": "With its considerable patent portfolio, Lubrizol uses its technological leadership position and applies its scientific capabilities, formulation know-how and market expertise in product development to improve the demand, quality and value of its solutions. Lubrizol also leverages its scientific and applications knowledge to meet and exceed customer performance and sustainability requirements. While Lubrizol typically has patents that expire each year, it invests resources to protect its intellectual property and to develop or acquire innovative products for the markets it serves. Lubrizol uses many specialty and commodity chemical raw materials in its manufacturing processes. Raw materials are primarily feedstocks derived from petroleum and petrochemicals and, generally, are obtainable from several sources. The materials that Lubrizol chooses to purchase from a single source typically are subject to long-term supply contracts to ensure supply reliability."}
-{"_id": "BRK.A20230139", "title": "BRK.A Lubrizol", "text": "Lubrizol operates its business on a global basis through more than 100 offices, laboratories, production facilities and warehouses on six continents, the most significant of which are North America, Europe, Asia and South America. Lubrizol markets its products worldwide through direct sales, sales agents and distributors. Lubrizol\u2019s customers principally consist of major global and regional oil companies and industrial and consumer products companies. Some of Lubrizol\u2019s largest customers also may be suppliers. During 2023, no single customer accounted for more than 10% of Lubrizol\u2019s consolidated revenues. In recent years, the COVID-19 pandemic, supply chain disruptions, severe weather and fires at certain Lubrizol facilities affected the availability of raw materials and fulfillment of customer orders and otherwise disrupted Lubrizol\u2019s operations."}
-{"_id": "BRK.A20230140", "title": "BRK.A Lubrizol", "text": "Lubrizol expends significant capital to ensure the safety of its employees and the communities where it operates, as well as delivering on its commitments to operational excellence and cybersecurity. Lubrizol also makes significant capital investments to ensure reliable supply and compliance with regulations governing its operations, while reducing their environmental footprint."}
-{"_id": "BRK.A20230141", "title": "BRK.A Lubrizol", "text": "Lubrizol is subject to foreign, federal, state and local laws to protect the environment, limit manufacturing waste and emissions, ensure product and employee safety and regulate trade. While the company believes that its policies, practices and procedures are designed to limit the associated risks and consequent financial liability, the operation of chemical manufacturing plants entails inherent environmental, safety and other risks, and significant capital expenditures, costs or liabilities could be incurred in the future."}
-{"_id": "BRK.A20230143", "title": "BRK.A IMC International Metalworking Companies", "text": "IMC International Metalworking Companies (\u201cIMC\u201d) is one of the three largest multinational manufacturers of consumable precision carbide metal cutting tools for applications in a broad range of industrial end markets. IMC\u2019s primary brand names include ISCAR\u00ae, TaeguTec\u00ae, Ingersoll\u00ae, Tungaloy\u00ae, and NTK\u00ae. Other IMC brand names include, among others, Unitac\u00ae, UOP\u00ae, It.te.di\u00ae, Qutiltec\u00ae, Tool\u2014Flo\u00ae, PCT\u00ae, IMCO\u00ae, BSW RKS\u00ae and Supermill\u00ae. IMC\u2019s primary manufacturing facilities are located in Israel, the U.S., South Korea, Japan, Germany, Italy, Switzerland, India and China."}
-{"_id": "BRK.A20230145", "title": "BRK.A K-13", "text": "IMC has six primary product lines: milling tools, parting & grooving tools, turning/thread tools, hole making tools, round tools and tooling. The main products are split within the main product lines between consumable cemented tungsten carbide inserts and steel tool holders. Inserts comprise a major portion of IMC\u2019s sales and earnings. Metal cutting inserts are used by industrial manufacturers to cut metals and are consumed during their use in cutting applications. IMC manufactures hundreds of types of highly engineered inserts within each product line that are tailored to maximize productivity and meet the technical requirements of customers. IMC\u2019s staff of scientists and engineers continuously develop and innovate products that address end user needs and requirements."}
-{"_id": "BRK.A20230146", "title": "BRK.A K-13", "text": "IMC\u2019s global sales and marketing network operates in nearly every major manufacturing center around the world, staffed with highly skilled engineers and technical personnel. IMC\u2019s customer base is very diverse, with its primary customers being large, multinational businesses in the automotive, aerospace, engineering and machinery industries. IMC operates a regional central warehouse system with locations in Israel, the U.S., Belgium, South Korea, Japan and China. Additional small quantities of products are maintained at local IMC sales offices to provide on-time customer support and inventory management."}
-{"_id": "BRK.A20230147", "title": "BRK.A K-13", "text": "IMC competes in the metal cutting tools segment of the global metalworking tools market. The segment includes hundreds of participants who range from small, private manufacturers of specialized products for niche applications and markets to larger, global multinational businesses (such as Sandvik and Kennametal, Inc.) with a wide assortment of products and extensive distribution networks. Other manufacturing companies such as Kyocera, Mitsubishi, Sumitomo, Ceratizit and Korloy also play a significant role in the cutting tool market."}
-{"_id": "BRK.A20230148", "title": "BRK.A K-13", "text": "Cemented tungsten carbide powder is the main raw material used in manufacturing cutting tools. Most of IMC\u2019s insert products are made from tungsten. While supplies are currently adequate, a significant disruption or constraints in production processing facilities could cause reduced availability and increased prices."}
-{"_id": "BRK.A20230149", "title": "BRK.A K-13", "text": "IMC is committed to following and complying with all government and environmental rules, regulations and requirements and applicable laws. IMC considers environmental preservation and pollution prevention as important factors in all operations and activities. IMC production facilities are built with the highest standards and follow all applicable regulations."}
-{"_id": "BRK.A20230151", "title": "BRK.A Marmon", "text": "Marmon Holdings, Inc. (\u201cMarmon\u201d), headquartered in Chicago, Illinois, is a global industrial organization comprising eleven diverse business groups and more than 100 autonomous manufacturing and service businesses. Marmon\u2019s manufacturing and service operations are conducted at approximately 400 manufacturing, distribution and service facilities located primarily in the U.S., as well as 16 other countries worldwide. Marmon\u2019s business groups are as follows."}
-{"_id": "BRK.A20230152", "title": "BRK.A Marmon", "text": "Foodservice Technologies manufactures beverage dispensing and cooling equipment, hot and cold food preparation and holding equipment and related products for restaurants, global brand owners and other foodservice providers. Operations are based in the U.S. with manufacturing facilities in the U.S., Mexico, China, Czech Republic and Italy. Products are sold primarily throughout the U.S., Europe and Asia."}
-{"_id": "BRK.A20230153", "title": "BRK.A Marmon", "text": "Water Technologies manufactures water treatment equipment for residential, commercial and industrial applications worldwide. Operations are based primarily in the U.S., Canada, China, Singapore, India and Poland with business centers located in Belgium, France, Germany, the U.K. and Italy."}
-{"_id": "BRK.A20230154", "title": "BRK.A Marmon", "text": "Transportation Products serves the automotive and heavy-duty highway transportation industries with precision-molded plastic components; fastener thread solutions; aluminum tubing and extrusions; automotive aftermarket transmission, emissions and chassis products; dry van, platform, lowbed specialty trailers; and truck and trailer components. Operations and business are conducted primarily in the U.S., Mexico, Canada, Europe and Asia."}
-{"_id": "BRK.A20230155", "title": "BRK.A Marmon", "text": "Retail Solutions provides retail environment design services; in-store digital merchandising, dispensing and display fixtures; shopping, material handling and security carts. Operations and business are conducted in the U.S., the U.K. and Czech Republic."}
-{"_id": "BRK.A20230156", "title": "BRK.A Marmon", "text": "Metal Services provides specialty metal pipe, tubing and related value-added services to customers across a broad range of industries including aerospace, construction and agricultural. Operations are based in the U.S., India, Poland, Singapore, the U.K., Netherlands, Canada and Mexico and business is conducted primarily in those countries."}
-{"_id": "BRK.A20230157", "title": "BRK.A Marmon", "text": "Electrical produces electrical wire for use in residential and commercial buildings, and specialty wire and cable for use in energy, transit, aerospace, defense, communication and other industrial applications. Operations are based in the U.S., Canada, India and England. Business is conducted globally and primarily in the U.S., Canada, India, the U.K., U.A.E. and China."}
-{"_id": "BRK.A20230159", "title": "BRK.A K-14", "text": "Plumbing & Refrigeration supplies copper tubing and copper, brass, aluminum and stainless-steel fittings and components for the plumbing, heating, ventilation and air conditioning (HVAC) and refrigeration markets; custom coils, ducting, air handling units and heat pipe for the HVAC market; HVAC systems and structures for military, nuclear and medical markets and aluminum and brass forgings for many commercial and industrial applications. Key raw materials, including aluminum and copper are widely available. Business and operations are conducted primarily in the U.S., Canada and the U.K."}
-{"_id": "BRK.A20230160", "title": "BRK.A K-14", "text": "Industrial Products supplies construction fasteners; masonry and stone anchoring systems used in commercial construction; two component polymer products for anchoring, bonding and repair applications, gloves and other protective wear; gear drives, gearboxes, fan and pump drives for various markets; wind machines for agricultural use; wheels, axles and gears for rail, mining and other applications; lighting products for industrial and mining; and equipment for the manufacture and assembly of lead acid batteries; and the manufacturing and installation of after life service products. Operations are primarily based in the U.S., the U.K., Canada and China and business is conducted in those countries."}
-{"_id": "BRK.A20230161", "title": "BRK.A K-14", "text": "Rail & Leasing manufactures, leases and maintains railcars; leases intermodal tank containers; manufactures mobile railcar movers; provides in-plant rail switching and loading services; performs track construction and maintenance; and manufactures steel tank heads and cylinders."}
-{"_id": "BRK.A20230162", "title": "BRK.A K-14", "text": "Union Tank Car Company (\u201cUTLX\u201d) is the largest component of the Rail & Leasing group and is a leading designer, builder and full-service lessor of railroad tank cars and other specialized railcars. Together with its Canadian affiliate Procor, UTLX owns a fleet of approximately 119,000 railcars for lease to customers in chemical, petrochemical, energy and agricultural/food industries. UTLX manufactures tank cars in the U.S. and performs railcar maintenance services at more than 100 locations across North America."}
-{"_id": "BRK.A20230163", "title": "BRK.A K-14", "text": "UTLX has a diversified customer base, both geographically and across industries. UTLX, while subject to cyclicality and significant competition in most of its markets, competes by offering a broad range of high-quality products and services targeted at its niche markets. Railcars are typically leased for multiple-year terms and most of the leases are renewed upon expiration. Due to selective ongoing capital investment, utilization rates (the number of railcars on lease as a percentage of the total fleet) of the railcar fleet are generally high."}
-{"_id": "BRK.A20230164", "title": "BRK.A K-14", "text": "Intermodal tank containers are leased through EXSIF Worldwide. EXSIF is a leading international lessor of intermodal tank containers with a fleet of approximately 75,000 units, primarily serving chemical producers and logistics operators. In May 2022, EXSIF exited its Russia business, which resulted in the sale of approximately 7,300 intermodal tank containers."}
-{"_id": "BRK.A20230165", "title": "BRK.A K-14", "text": "Crane Services is a provider of mobile cranes and operators in North America and Australia with a combined fleet of approximately 1,100 cranes, primarily serving the energy, mining, petrochemical and infrastructure markets. Cranes are leased on either a fully operated and maintained service basis or on an equipment-only basis. The Crane Services group is subject to customer seasonality, with typical concentration of volume in the warmer months."}
-{"_id": "BRK.A20230166", "title": "BRK.A K-14", "text": "Medical develops, manufactures and distributes a wide range of innovative medical devices in the extremities fixation, craniomaxillofacial surgery, neurosurgery, biologics, aesthetics and powered instruments markets. The group\u2019s leading-edge medical technology and products are used globally to help improve patient care and outcomes. Operations are based in the U.S., Europe and China and business is conducted primarily in North and South America, Europe, Asia and Australia."}
-{"_id": "BRK.A20230167", "title": "BRK.A K-14", "text": "Beginning in 2024, Marmon includes the Scott Fetzer companies, which were previously included in other industrial products businesses. The Scott Fetzer companies manufacture, distribute, service and finance a wide variety of products for residential, industrial and institutional use. Certain Marmon businesses, including the Rail and Medical groups, are subject to government regulation and oversight. Marmon has numerous known environmental matters which are subject to on-going monitoring and/or remediation efforts. Marmon follows all federal, state and local environmental regulations."}
-{"_id": "BRK.A20230169", "title": "BRK.A Other industrial products", "text": "CTB International Corp. (\u201cCTB\u201d), headquartered in Milford, Indiana, is a leading global designer, manufacturer and marketer of a wide range of agricultural systems and solutions for preserving grain, producing poultry, pigs and eggs, and for processing poultry, fish, vegetables and other foods. CTB operates from facilities located around the globe and supports customers through a worldwide network of independent distributors and dealers."}
-{"_id": "BRK.A20230170", "title": "BRK.A Other industrial products", "text": "CTB competes with a variety of manufacturers and suppliers, including many that offer only a limited number of the products offered by CTB, as well as a few that offer products across several of CTB\u2019s product lines. Competition is based on the price, value, reputation, quality and design of the products offered and the customer service provided by distributors, dealers and manufacturers of the products. CTB\u2019s leading brand names, distribution network, diversified product line, product support and high-quality products enable it to compete effectively. CTB manufactures its products primarily from galvanized steel, steel wire, stainless steel and polymer materials. The availability of these materials in recent years has been adequate."}
-{"_id": "BRK.A20230172", "title": "BRK.A K-15", "text": "LiquidPower Specialty Products Inc. (\u201cLSPI\u201d), headquartered in Houston, Texas, is a global leader in the science of drag reduction application (\u201cDRA\u201d) technology by maximizing the flow potential of pipelines, increasing operational flexibility and throughput capacity, and efficiencies for customers. LSPI develops innovative flow improver solutions with customers in over 20 countries on five continents, treating over 50 million barrels of hydrocarbon liquids per day. LSPI\u2019s DRA offering is part of a comprehensive, full-service solution that encompasses industry-leading technology, quality manufacturing, technical support and consulting, a reliable supply chain, injection equipment and field service. LSPI is subject to foreign, federal, state and local laws to protect the environment and limit manufacturing waste and emissions."}
-{"_id": "BRK.A20230173", "title": "BRK.A K-15", "text": "The industrial products group also includes W&W|AFCO Steel (\u201cW&W|AFCO\u201d), a leading structural steel fabricator and steel construction business in North America. W&W|AFCO operates 19 steel fabrication plants located across the U.S. W&W|AFCO\u2019s projects include semiconductor plants, stadiums, high-rise buildings, bridges, mining facilities, aircraft hangars, military projects, automotive assembly plants, as well as international projects. W&W|AFCO currently has a substantial multiyear backlog of projects. W&W|AFCO was acquired in connection with the Alleghany acquisition in October 2022, and its headquarters are in Oklahoma City, Oklahoma."}
-{"_id": "BRK.A20230176", "title": "BRK.A Clayton", "text": "Clayton Homes, Inc. (\u201cClayton\u201d), headquartered near Knoxville, Tennessee, is a vertically integrated housing company offering traditional site-built homes and off-site (factory) built housing, including modular, manufactured, CrossMod\u0099 and tiny homes. In 2023, Clayton delivered approximately 43,000 off-site built and approximately 10,000 site-built homes. Clayton also offers home financing and other financial services and competes on price, service, location and delivery capabilities."}
-{"_id": "BRK.A20230177", "title": "BRK.A Clayton", "text": "All Clayton Built\u00ae off-site built homes are designed, engineered and assembled in the U.S. As of December 2023, off-site backlog was $799 million, up over 200% from the prior year end. Clayton sells off-site built homes through independent and company-owned home centers, realtors and subdivision channels. Clayton considers its ability to offer financing to retail purchasers a factor affecting the marketplace acceptance of its off-site built homes. Clayton\u2019s financing programs utilize proprietary loan underwriting guidelines to evaluate loan applicants."}
-{"_id": "BRK.A20230178", "title": "BRK.A Clayton", "text": "Since 2015, Clayton\u2019s site-built division, Clayton Properties Group, has expanded through the acquisition of nine builders across 18 states with over 290 subdivisions, supplementing the portfolio of housing products offered to customers. Clayton\u2019s site-builders currently own and control approximately 67,000 homesites, with a home order backlog of approximately $1.6 billion as of December 2023."}
-{"_id": "BRK.A20230179", "title": "BRK.A Clayton", "text": "Historically, access to key housing inputs such as lumber, steel and resin products has been adequate. During 2021 and the first half of 2022, the availability and pricing of these and other inputs was volatile. Input shortages coupled with reduced labor and subcontractor availability increased the time needed to construct a home, increasing the levels of work-in-process inventory. These constraints began to lessen in the latter half of 2022 due to improved availability and pricing of key inputs, increased order cancellations and lower overall demand for new home construction."}
-{"_id": "BRK.A20230180", "title": "BRK.A Clayton", "text": "Clayton\u2019s building products business benefited in recent years from the low interest rate environment and the strong residential construction market. However, the effects of significant increases in home mortgage interest rates in the U.S. over the past year has slowed demand for new home construction, partially mitigated by low supplies of pre-existing homes for sale."}
-{"_id": "BRK.A20230181", "title": "BRK.A Clayton", "text": "Clayton\u2019s home building business regularly makes capital and non-capital expenditures with respect to compliance with federal, state and local environmental regulations, primarily related to erosion control, permitting and stormwater protection for site-built home subdivisions. The financing business originates and services loans which are federally regulated by the Consumer Financial Protection Bureau, various state regulatory agencies and reviewed by the U.S. Department of Housing and Urban Development, the Government National Mortgage Association and government-sponsored enterprises."}
-{"_id": "BRK.A20230183", "title": "BRK.A Shaw", "text": "Shaw Industries Group, Inc. (\u201cShaw\u201d), headquartered in Dalton, Georgia, is a leading manufacturer and distributor of carpet, carpet tile, and hard surface flooring products. Shaw designs and manufactures over 4,400 styles of tufted carpet, wood and resilient flooring for residential and commercial use under numerous brand and trade names and under certain private labels. Soft and hard surface products are available in a broad range of patterns, colors and textures. Shaw\u2019s carpet manufacturing operations are fully integrated from the processing of raw materials used to make fiber through to the finishing. Shaw\u2019s flooring businesses are primarily in the U.S., and it also manufactures in China and the U.K. and distributes carpet tile throughout Europe and Southeast Asia. Shaw manufactures or distributes a variety of hardwood, wood plastic composite (WPC), stone plastic composite (SPC), vinyl and laminate floor products (\u201chard surfaces\u201d). Shaw\u2019s Integrated Solutions business also provides project management and installation services."}
-{"_id": "BRK.A20230185", "title": "BRK.A K-16", "text": "Shaw also operates Shaw Sports Turf, Shawgrass and Southwest Greens International, LLC, which provide synthetic sports turf, golf greens and landscape turf products. Since 2021, Shaw\u2019s businesses include Watershed Geosynthetics, LLC (\u201cWatershed Geo\u201d), which sells innovative and patented environmental solutions for utility, waste management, erosion control and mining industries. In 2023, Shaw acquired a controlling interest in Watershed Solar LLC (\u201cWatershed Solar\u201d), which was merged into Watershed Geo. Watershed Solar provides patented renewable energy solutions. The technology, branded PowerCap\u00ae, supplies low profile, high output solar arrays on top of landfills, coal ash closures and roof tops, and otherwise underutilized spaces, producing renewable energy."}
-{"_id": "BRK.A20230186", "title": "BRK.A K-16", "text": "Shaw products are sold wholesale to over 43,000 retailers, distributors and commercial users throughout the world. Shaw\u2019s wholesale products are marketed domestically by over 1,900 salaried and commissioned sales personnel directly to retailers and distributors and to large national accounts. Shaw\u2019s distribution facilities, including seven carpet, nine hard surfaces, one sample full-service and three sample satellite facilities and 30 redistribution centers, enable it to provide prompt and efficient delivery of its products to both its retail customers and wholesale distributors."}
-{"_id": "BRK.A20230187", "title": "BRK.A K-16", "text": "Substantially all carpet manufactured by Shaw is tufted carpet made from nylon, polypropylene and polyester, as well as recycled materials. During 2023, Shaw processed approximately 93% of its requirements for carpet yarn in its own yarn processing facilities. The availability of raw materials is adequate, but costs are impacted by petro-chemical and natural gas price changes. A significant portion of Shaw\u2019s soft-flooring raw materials derive from recycled sources. Raw material cost changes are periodically factored into selling prices to customers."}
-{"_id": "BRK.A20230188", "title": "BRK.A K-16", "text": "The soft floor covering industry is highly competitive with only a handful of major competitors domestically. There are numerous manufacturers, domestically and internationally, that are engaged in the hard surfaces flooring sector. According to industry estimates, carpet accounts for approximately 39% of the total U.S. consumption of all flooring types. The principal competitive measures within the floor covering industry are quality, style, price and service."}
-{"_id": "BRK.A20230190", "title": "BRK.A Johns Manville", "text": "Johns Manville Corporation (\u201cJM\u201d), headquartered in Denver, Colorado, is a leading manufacturer and marketer of premium-quality products for building insulation, mechanical and industrial insulation, commercial roofing and roof insulation, as well as reinforcement fiberglass and technical nonwovens. JM serves markets that include residential and nonresidential buildings, automotive and transportation, air handling, appliance, HVAC, pipe and equipment, air and liquid filtration, waterproofing, flooring, interiors, aerospace and wind energy. Fiberglass is the basic material in many of JM\u2019s products, although JM also manufactures a significant portion of its products with other materials to satisfy the broader needs of its customers."}
-{"_id": "BRK.A20230191", "title": "BRK.A Johns Manville", "text": "JM regards its patents and licenses as valuable; however, it does not consider any of its businesses to be materially dependent on any single patent or license. JM operates over 40 manufacturing facilities in North America and Europe and conducts research and development at its technical center in Littleton, Colorado and at other facilities in the U.S. and Europe."}
-{"_id": "BRK.A20230192", "title": "BRK.A Johns Manville", "text": "Fiberglass is made from earthen raw materials and recycled glass. JM\u2019s products also contain materials other than fiberglass, including chemical agents to bind many of its glass fibers and various chemical-based and petrochemical-based materials used in roofing and other specialized products. JM uses recycled material when available and suitable to satisfy the broader needs of its customers. The raw materials used in these various products are generally readily available in sufficient quantities from various sources to maintain and expand its current production levels."}
-{"_id": "BRK.A20230193", "title": "BRK.A Johns Manville", "text": "JM\u2019s operations are subject to a variety of federal, state and local environmental laws and regulations, which regulate or impose liability for the discharge of materials into the air, land and water and govern the use and disposal of hazardous substances and use of chemical substances. The most relevant of the federal laws are the Federal Clean Air Act, the Clean Water Act, the Toxic Substances Control Act, the Resource Conservation and Recovery Act and the Comprehensive Environmental Response, Compensation and Liability Act, which are administered by the EPA. Canadian and European regulatory authorities have also adopted their own environmental laws and regulations. JM continually monitors new and pending regulations and assesses their potential impact on the business. JM\u2019s capital projects regularly address environmental compliance, although capital expenditures for environmental compliance are generally in conjunction with other capital project expenditures."}
-{"_id": "BRK.A20230195", "title": "BRK.A K-17", "text": "JM sells its products through a wide variety of channels including contractors, distributors, retailers, manufacturers and fabricators. JM operates in highly competitive markets, with competitors comprising primarily of large global and national manufacturers and smaller regional manufacturers. JM holds leadership positions in the key markets that it serves. JM\u2019s products compete primarily on value, differentiation and customization, breadth of product line, quality and service. Sales of JM\u2019s products are moderately seasonal due to increases in construction activity that typically occur in the second and third quarters of the calendar year."}
-{"_id": "BRK.A20230197", "title": "BRK.A MiTek", "text": "MiTek Industries, Inc. (\u201cMiTek\u201d), based in Chesterfield, Missouri, operates in two separate building markets: residential and commercial. MiTek operates worldwide with sales in over 60 countries and with manufacturing facilities and/or sales/engineering offices located in 20 countries."}
-{"_id": "BRK.A20230198", "title": "BRK.A MiTek", "text": "In the residential building market, MiTek is a leading supplier of engineered connector products, construction hardware, engineering software and services, and computer-driven manufacturing machinery to the truss component market of the building components industry. MiTek\u2019s primary customers are component manufacturers who manufacture prefabricated roof and floor trusses and wall panels for the residential building market. MiTek also sells construction hardware to commercial distributors and retail stores for do-it-yourself customers."}
-{"_id": "BRK.A20230199", "title": "BRK.A MiTek", "text": "A significant raw material used by MiTek is hot dipped galvanized sheet steel. While supplies are presently adequate, variations in supply have historically occurred, producing significant variations in cost and availability."}
-{"_id": "BRK.A20230201", "title": "BRK.A Benjamin Moore", "text": "Benjamin Moore & Co. (\u201cBenjamin Moore\u201d), headquartered in Montvale, New Jersey, is one of North America\u2019s leading manufacturers of premium quality residential, commercial and industrial maintenance coatings. Benjamin Moore is committed to innovation and sustainable manufacturing practices. The Benjamin Moore premium portfolio includes Aura\u00ae, Regal\u00ae Select, ben\u00ae, ADVANCE\u00ae, Element Guard\u00ae, Woodluxe\u00ae, Ultra Spec\u00ae and others. The Benjamin Moore diversified brands include specialty and architectural paints from Coronado\u00ae and Insl-x\u00ae."}
-{"_id": "BRK.A20230202", "title": "BRK.A Benjamin Moore", "text": "Benjamin Moore coatings are currently available through more than 8,000 independently owned and operated paint, decorating and hardware retailers, including approximately 4,000 Ace Hardware (\u201cAce\u201d) stores, throughout the U.S. and Canada as well as 72 countries globally. Benjamin Moore became the preferred paint supplier for Ace stores in 2019 through an agreement which permits Ace stores to carry specified Benjamin Moore products. The relationship with Ace has expanded considerably since 2019. Additionally, Benjamin Moore assumed responsibility for manufacturing Clark+Kensington\u00ae and Royal\u00ae, as well as the balance of Ace\u2019s private label paint brands."}
-{"_id": "BRK.A20230203", "title": "BRK.A Benjamin Moore", "text": "Benjamin Moore also allows customers to directly order coatings or color samples online or, for national accounts via its customer information center, for delivery to the customer or a retailer near the customer."}
-{"_id": "BRK.A20230204", "title": "BRK.A Benjamin Moore", "text": "Benjamin Moore competes with numerous manufacturers, distributors and paint, coatings and related products retailers. Product quality, product innovation, breadth of product line, technical expertise, service and price determine the competitive advantage. Competitors include other premium paint and decorating stores, mass merchandisers, home centers, independent hardware stores, hardware chains and manufacturer-operated direct outlets, such as Sherwin-Williams Company, PPG Industries, Inc., The Home Depot, Inc. and Lowe\u2019s Companies, Inc."}
-{"_id": "BRK.A20230205", "title": "BRK.A Benjamin Moore", "text": "The most significant raw materials in Benjamin Moore products are titanium dioxide, monomers, polymers and pigments. Historically, the purchased raw materials have been generally available, with pricing and availability subject to fluctuation. Raw material supply constraints, stemming from the COVID-19 pandemic began to ease in the second half of 2022, and have been alleviated in 2023. As a result, Benjamin Moore has returned to normal production levels to align with demand."}
-{"_id": "BRK.A20230206", "title": "BRK.A Benjamin Moore", "text": "Benjamin Moore complies with applicable regulations relating to protection of the environment and workers\u2019 safety and Benjamin Moore products are compliant with environmental standards. Benjamin Moore has certain known past environmental matters, which are subject to on-going monitoring and/or remediation efforts."}
-{"_id": "BRK.A20230209", "title": "BRK.A Acme", "text": "Acme Brick Company (\u201cAcme\u201d), headquartered in Fort Worth, Texas, manufactures and distributes clay bricks (Acme Brick\u00ae) and concrete block (Featherlite). In addition, Acme distributes numerous other building products of other manufacturers, including cladding, floor and wall tile, wood flooring and other masonry products. Products are sold primarily in the South Central and Southeastern U.S. through company-operated sales offices. Acme distributes products primarily to homebuilders and masonry and general contractors."}
-{"_id": "BRK.A20230210", "title": "BRK.A Acme", "text": "Acme currently operates 12 clay brick manufacturing sites located in four states and three concrete block facilities in Texas. The demand for Acme\u2019s products is seasonal, with higher sales in the warmer weather months, and is subject to the level of construction activity, which is cyclical. Acme also owns and leases properties and mineral rights that supply raw materials used in many of its manufactured products. Acme\u2019s raw materials supply is believed to be adequate."}
-{"_id": "BRK.A20230211", "title": "BRK.A Acme", "text": "The brick industry is subject to the EPA Maximum Achievable Control Technology Standards (\u201cMACT\u201d). As required under the 1990 Clean Air Act, the EPA developed a list of source categories that require the development of National Emission Standards for Hazardous Air Pollutants, which are also referred to as MACT Standards (\u201cRule\u201d). Key elements of the MACT Rule include emission limits established for certain hazardous air pollutants and acidic gases. Acme\u2019s brick plants comply with the current Rule."}
-{"_id": "BRK.A20230214", "title": "BRK.A Recreational vehicles", "text": "Forest River, Inc. (\u201cForest River\u201d), headquartered in Elkhart, Indiana, is a manufacturer of recreational vehicles (\u201cRV\u201d), utility cargo trailers, buses and pontoon boats with products sold in the U.S. and Canada through an independent dealer network. Forest River has numerous manufacturing facilities located in six states and is a leading manufacturer of RVs with numerous brand names, including Forest River, Coachmen RV and Prime Time. Utility cargo trailers are sold under a variety of brand names. Buses are sold under several brand names, including Starcraft Bus. Pontoon boats are sold under the Berkshire, South Bay and Trifecta brand names."}
-{"_id": "BRK.A20230215", "title": "BRK.A Recreational vehicles", "text": "The RV industry is highly competitive. Competition is based primarily on price, design, quality and service. The industry has consolidated over the past several years and is currently concentrated in a few companies, the largest of which had a market share of approximately 42% based on industry data as of September 2023. Forest River held a market share of approximately 33% at that time. Forest River is subject to regulations of the National Traffic and Motor Vehicle Safety Act, the safety standards for recreational vehicles established by the U.S. Department of Transportation and similar laws and regulations issued by the Canadian government. Forest River is a member of the Recreational Vehicle Industry Association, a voluntary association of RV manufacturers which promotes safety standards for RVs. Forest River believes its products comply in all material respects with the standards that govern its products."}
-{"_id": "BRK.A20230217", "title": "BRK.A Apparel and footwear", "text": "Fruit of the Loom, Inc. (\u201cFOL\u201d), headquartered in Bowling Green, Kentucky, is primarily a manufacturer and distributor of basic apparel, underwear, casualwear, athletic apparel and sports equipment. Products under the Fruit of the Loom\u00ae and JERZEES\u00ae labels are primarily sold in the mass merchandise, mid-tier chains and wholesale markets. In the Vanity Fair Brands product line, Vassarette\u00ae, Curvation\u00ae and Radiant by Vanity Fair\u00ae are sold in the mass merchandise market, while Vanity Fair\u00ae and Lily of France\u00ae products are sold to mid-tier chains and department stores. FOL also markets and sells athletic apparel and sports equipment to team dealers and to sporting goods retailers under the Russell Athletic\u00ae and Spalding\u00ae brands."}
-{"_id": "BRK.A20230218", "title": "BRK.A Apparel and footwear", "text": "FOL generally performs its own knitting, cloth finishing, cutting, sewing and packaging for apparel. For the North American market, which is FOL\u2019s predominant sales region, cloth manufacturing is primarily performed in Honduras. Labor-intensive cutting, sewing and packaging operations are in Central America, the Caribbean and Asia. For the European market, products are either sourced from third-party contractors in Europe or Asia or sewn in Morocco from textiles internally produced in Morocco. Bras, athletic equipment, sporting goods and other athletic apparel lines are generally sourced from third-party contractors located primarily in Asia."}
-{"_id": "BRK.A20230219", "title": "BRK.A Apparel and footwear", "text": "U.S.-grown cotton fiber and U.S.-manufactured polyester fiber are the main raw materials used in manufacturing FOL\u2019s products. Historically, fibers were purchased from a limited number of third parties, including one key supplier that provided much of FOL\u2019s yarn spinning/raw material conversion services. Supply chain disruptions in 2021 and 2022 caused FOL to utilize alternative sources for these raw materials/services. FOL has since engaged an additional supplier for a portion of FOL\u2019s yarn spinning/raw material conversion services. FOL\u2019s markets are highly competitive, consisting of many domestic and foreign manufacturers and distributors. Competition is generally based upon product features, quality, customer service and price."}
-{"_id": "BRK.A20230221", "title": "BRK.A K-19", "text": "Garan Incorporated (\u201cGaran\u201d), headquartered in New York, New York, designs, manufactures, imports and sells apparel primarily for children, including boys, girls, toddlers and infants. Products are sold under its own trademarks Garanimals\u00ae and 365 Kids from Garanimals\u00ae and easy-peasy\u00ae, as well as customer private label brands. Garan conducts its business through operating subsidiaries located in the U.S., Central America and Asia. Garan\u2019s products are sold through its distribution centers in the U.S. Fechheimer Brothers Company (\u201cFechheimers\u201d) manufactures and distributes uniforms, principally for the public service and safety markets, including police, fire, postal and military markets. Fechheimers is based in Cincinnati, Ohio."}
-{"_id": "BRK.A20230222", "title": "BRK.A K-19", "text": "The BH Shoe Holdings Group, headquartered in Greenwich, Connecticut, manufactures and distributes work, rugged outdoor and casual shoes and western-style footwear under several brand names, including Justin\u00ae, B\u00d8RN\u00ae, Carolina\u00ae, So\u0308fft\u00ae and Double-H Boots\u00ae, as well as under several other brand names. Brooks Sports, Inc., headquartered in Seattle, Washington, markets and sells performance running footwear and apparel to specialty and national retailers and directly to consumers under the Brooks\u00ae brand. A significant volume of the shoes sold by Berkshire\u2019s shoe businesses are manufactured or purchased from sources located outside the U.S. Products are sold worldwide through a variety of channels including department stores, footwear chains, specialty stores, catalogs and the Internet, as well as through company-owned retail stores."}
-{"_id": "BRK.A20230224", "title": "BRK.A Other consumer products", "text": "The Duracell Company (\u201cDuracell\u201d), headquartered in Chicago, Illinois, is a leading manufacturer of high-performance alkaline and lithium coin batteries. Duracell manufactures batteries in the U.S., Europe and China and provides a network of worldwide sales and distribution centers. Duracell sells its products to a diverse group of retailers and distributors across the globe. There are several competitors in the battery manufacturing market with Duracell holding a 31% market share of the global alkaline battery market. Management believes there are currently sufficient sources of raw materials available, which are primarily steel, zinc, manganese and nickel-based chemistries."}
-{"_id": "BRK.A20230225", "title": "BRK.A Other consumer products", "text": "The consumer products group also includes Jazwares, LLC, (\u201cJazwares\u201d), acquired in October 2022 in connection with Alleghany. Jazwares, headquartered in Sunrise, Florida, is a leading global toy and consumer products manufacturer with a robust portfolio of owned and licensed brands, such as Squishmallows\u0099, Poke\u0301mon\u0099, Hello Kitty\u0099, Star Wars\u0099, Disney\u0099, BumBumz\u0099 and Adopt Me\u0099. In addition to toys, offerings also include virtual games, costumes and products for pets. Jazwares sells its products in more than 100 countries."}
-{"_id": "BRK.A20230226", "title": "BRK.A Other consumer products", "text": "Richline Group, Inc., headquartered in New York, New York, operates five strategic business units: Richline Jewelry, Richline Digital, LeachGarner, Rio Grande and Inverness. Each business unit is a manufacturer and/or distributor of precious metal, non-precious metal, diamond and gem products to specific target markets, including large jewelry chains, department stores, shopping networks, mass merchandisers, e-commerce retailers and artisans as well as certain global manufacturers and wholesalers in the medical, electronics and aerospace industries. Albecca Inc. (\u201cAlbecca\u201d), headquartered in Suwanee, Georgia, operates in the U.S., Canada and 11 other countries, with products primarily under the Larson-Juhl\u00ae name. Albecca designs, manufactures and distributes a complete line of high quality, branded custom framing products, including wood and metal moulding, matboard, foamboard, glass and framing supplies. Complementary to its framing products, Albecca offers art printing and fulfillment services."}
-{"_id": "BRK.A20230228", "title": "BRK.A Service and Retailing Businesses", "text": "Berkshire\u2019s service businesses provide grocery and foodservice distribution, professional aviation training programs, shared aircraft ownership programs and distribution of electronic components. Other service businesses include franchising and servicing of quick service restaurants, media businesses (television and information distribution), as well as logistics businesses. Berkshire\u2019s service businesses employed approximately 55,000 people at the end of 2023. Information concerning these activities follows."}
-{"_id": "BRK.A20230230", "title": "BRK.A McLane", "text": "McLane Company, Inc. (\u201cMcLane\u201d) provides wholesale distribution services in all 50 states to customers that include convenience stores, discount retailers, wholesale clubs, drug stores, military bases, quick service restaurants and casual dining restaurants. McLane\u2019s major customers during 2023 included Walmart (approximately 17.0% of revenues); 7-Eleven (approximately 14.0% of revenues); and Yum! Brands, (approximately 12.3% of revenues). McLane\u2019s business model is based on a high volume of sales, rapid inventory turnover and stringent expense controls. Operations are currently divided into three business units: grocery distribution, foodservice distribution and beverage distribution."}
-{"_id": "BRK.A20230231", "title": "BRK.A McLane", "text": "McLane\u2019s grocery distribution unit, based in Temple, Texas, maintains a dominant market share within the convenience store industry and serves most of the national convenience store chains and major oil company retail outlets. Grocery operations provide products to approximately 47,500 retail locations nationwide. McLane\u2019s grocery distribution unit operates 26 distribution facilities in 20 states."}
-{"_id": "BRK.A20230233", "title": "BRK.A K-20", "text": "McLane\u2019s foodservice distribution unit, based in Carrollton, Texas, focuses on serving the quick service and casual dining restaurant industry with high quality, timely-delivered products. Operations are conducted through 47 facilities in 22 states. The foodservice distribution unit services approximately 32,700 restaurants nationwide."}
-{"_id": "BRK.A20230234", "title": "BRK.A K-20", "text": "Through its subsidiaries, McLane also operates wholesale distributors of distilled spirits, wine and beer. The beverage unit operates as Empire Distributors, with operations conducted through 14 distribution centers in Georgia, North Carolina, Tennessee and Colorado. Empire Distributors services approximately 29,200 retail locations in the southeastern U.S. and Colorado."}
-{"_id": "BRK.A20230236", "title": "BRK.A FlightSafety", "text": "FlightSafety International Inc. (\u201cFlightSafety\u201d) is an industry leading provider of professional aviation training services and flight simulation products. FlightSafety and FlightSafety Textron Aviation Training, a joint venture with Textron, provide high technology training to pilots, aircraft maintenance technicians, flight attendants and dispatchers who operate and support a wide variety of business, commercial and military aircraft. The training is provided using a large fleet of advanced full flight simulators at learning centers and training locations in the U.S., Australia, Brazil, Canada, France, Japan, Singapore, Norway, South Africa and the U.K. Compliance with applicable environmental regulations is an inherent requirement to operate the facilities. The vast majority of the instructors, training programs and flight simulators are qualified by the United States Federal Aviation Administration (\u201cFAA\u201d) and other aviation regulatory agencies around the world."}
-{"_id": "BRK.A20230237", "title": "BRK.A FlightSafety", "text": "FlightSafety is also a leader in the design and manufacture of full flight simulators, visual systems, displays and other advanced technology training devices. This equipment is used to support FlightSafety training programs and is offered for sale to airlines, government and military organizations around the world. Manufacturing facilities are located in Oklahoma and Illinois. FlightSafety strives to maintain and manufacture simulators and develop courseware using state-of-the-art technology, incorporating critical safety standards and procedures. FlightSafety invests in research and development, further advancing the delivery of new equipment and training programs."}
-{"_id": "BRK.A20230239", "title": "BRK.A NetJets", "text": "NetJets Inc. (\u201cNetJets\u201d) is the leader in private aviation services and operates a large, diverse private aircraft fleet and offers a full range of personalized private aviation solutions to meet and exceed the high standards of its customers. NetJets\u2019 global headquarters are located in Columbus, Ohio and its European operations are based in Lisbon, Portugal. The shared ownership concept is designed to meet the travel needs of customers who require the scale, flexibility and access of a large fleet of aircraft as opposed to reliance on whole aircraft ownership. In addition, shared ownership programs are available for corporate flight departments seeking to outsource their general aviation needs or add capacity for peak periods and for others that previously chartered aircraft."}
-{"_id": "BRK.A20230240", "title": "BRK.A NetJets", "text": "NetJets\u2019 programs are focused on safety and service and are designed to offer customers guaranteed availability of aircraft, predictable operating costs and increased liquidity. NetJets\u2019 shared aircraft ownership programs permit customers to acquire a specific percentage of a certain aircraft type and allow customers to utilize the aircraft for a specified number of flight hours annually. In addition, NetJets offers prepaid flight cards and other aviation solutions and services for aircraft management, customized aircraft sales and acquisition, ground support and flight operation services under several programs, including NetJets Shares\u0099, NetJets Leases\u0099 and the NetJets Card Program\u0099."}
-{"_id": "BRK.A20230241", "title": "BRK.A NetJets", "text": "NetJets is subject to the rules and regulations of the FAA, the Portuguese Civil Aviation Authority and the European Union Aviation Safety Agency. Regulations address aircraft registration, maintenance requirements, pilot qualifications and airport operations, including flight planning and scheduling, as well as security issues and other matters. NetJets maintains comprehensive training and development programs in compliance with regulatory requirements for pilots, flight attendants, maintenance mechanics, and other flight operations specialists, many of whom are represented by unions."}
-{"_id": "BRK.A20230243", "title": "BRK.A TTI", "text": "TTI, Inc. (\u201cTTI\u201d), headquartered in Fort Worth, Texas, is a global specialty distributor of passive, interconnect, electromechanical, discrete, and semiconductor components used by customers in the manufacturing and assembling of electronic products. TTI\u2019s customer base includes OEMs, electronic manufacturing services, original design manufacturers and military and commercial customers, as well as design and system engineers. TTI\u2019s distribution agreements with the industry\u2019s leading suppliers allow it to uniquely leverage its product cost and to expand its business by providing new lines and products to its customers. TTI operates sales offices and distribution centers from more than 100 locations throughout North America, South America, Europe and Asia."}
-{"_id": "BRK.A20230245", "title": "BRK.A K-21", "text": "TTI services a variety of industries including telecommunications, medical devices, computers and office equipment, military/aerospace, automotive and industrial electronics. TTI\u2019s core businesses serve customers in the design through production stages in the electronic component supply chain, which supports high-volume customers. Its Mouser subsidiary supports a broader base of customers with lower volume purchases through internet-based marketing."}
-{"_id": "BRK.A20230247", "title": "BRK.A Other services", "text": "XTRA Corporation (\u201cXTRA\u201d), headquartered in St. Louis, Missouri, is a leading transportation equipment lessor operating under the XTRA Lease\u00ae brand name. XTRA manages a diverse fleet of approximately 90,000 units located at 47 facilities throughout the U.S. The fleet includes over-the-road and storage trailers, chassis, temperature-controlled vans and flatbed trailers. XTRA is one of the largest lessors (in terms of units available) of over-the-road trailers in North America. Transportation equipment customers lease equipment to cover cyclical, seasonal and geographic needs and as a substitute for purchasing equipment. By maintaining a large fleet, XTRA provides customers with a broad selection of equipment and quick response times."}
-{"_id": "BRK.A20230248", "title": "BRK.A Other services", "text": "International Dairy Queen Inc. develops and services a worldwide system of approximately 7,500 franchised restaurants operating primarily under the names DQ Grill and Chill\u00ae, Dairy Queen\u00ae, DQ\u00ae and Orange Julius\u00ae that offer various dairy desserts, beverages, prepared foods and blended fruit drinks. Business Wire Inc. (\u201cBusiness Wire\u201d) transmits full-text news releases, regulatory filings, photos and other multimedia content to journalists, financial professionals, investor services, regulatory authorities and the general public. Releases are distributed globally via Business Wire\u2019s patented NX network. CORT Business Services Corporation (\u201cCORT\u201d) is a leading national provider of rental furniture and related services in the \u201crent-to-rent\u201d segment of the furniture rental industry. CORT\u2019s primary revenue streams include furniture rental to individuals, businesses, government agencies, the trade show and events industry and retail sales of new and used furniture. WPLG, Inc. is an ABC affiliate television broadcast station serving the Miami/Ft. Lauderdale market. WPLG, Inc. operates WPLG-TV, local10.com, MeTV South Florida and Heroes & Icons Network in South Florida. Charter Brokerage Holdings Corp. is a leading non-asset based third party logistics provider to the petroleum and chemical industries."}
-{"_id": "BRK.A20230249", "title": "BRK.A Other services", "text": "The services group also includes IPS-Integrated Project Services, LLC (\u201cIPS\u201d), which was acquired in connection with the Alleghany acquisition in 2022. IPS operates globally and provides a range of professional design, validation, construction, project controls and consulting services for manufacturing and support facilities within the pharmaceutical, biotech and life sciences, science and technology, industrial, commercial and retail industries. IPS\u2019s services are required to be compliant with each jurisdiction\u2019s regulations applicable to the engineering and architectural service providers."}
-{"_id": "BRK.A20230251", "title": "BRK.A Retailing Businesses", "text": "Berkshire\u2019s retailing businesses include automotive, home furnishings and several other operations that sell various consumer products and services. Berkshire\u2019s retailing businesses employed approximately 26,000 people at the end of 2023. Information regarding each of these operations follows."}
-{"_id": "BRK.A20230253", "title": "BRK.A Berkshire Hathaway Automotive", "text": "Berkshire Hathaway Automotive, Inc. (\u201cBHA\u201d) is one of the largest automotive retailers in the U.S., currently operating 108 new vehicle franchises through 83 dealerships located primarily in major metropolitan markets in the U.S. The dealerships sell new and used vehicles, vehicle maintenance and repair services, extended service contracts, vehicle protection products and other aftermarket products. BHA also arranges financing for its customers through third-party lenders. BHA operates 31 collision centers directly connected to the dealerships\u2019 operations and owns and operates two auto auctions and an automotive fluid maintenance products distributor."}
-{"_id": "BRK.A20230254", "title": "BRK.A Berkshire Hathaway Automotive", "text": "Dealership operations are highly concentrated in the Arizona and Texas markets, with approximately 75% of dealership-related revenues derived from sales in these markets. BHA currently maintains franchise agreements with 27 different vehicle manufacturers, although it derives a significant portion of its revenue from the Toyota/Lexus, General Motors, Ford/Lincoln, Nissan/Infiniti and Honda/Acura brands. These manufacturers represent approximately 90% of the revenue generated by BHA\u2019s dealerships."}
-{"_id": "BRK.A20230255", "title": "BRK.A Berkshire Hathaway Automotive", "text": "The retail automotive industry is highly competitive. BHA faces competition from other large public and private dealership groups, as well as individual franchised dealerships and competition via the Internet. Given the retail price transparency available via the Internet, and the fact that franchised dealers acquire vehicles from the manufacturers on the same terms irrespective of volume, the location and quality of the dealership facility, customer service and transaction speed are key differentiators in attracting customers."}
-{"_id": "BRK.A20230257", "title": "BRK.A K-22", "text": "BHA\u2019s overall relationships with the automobile manufacturers are governed by framework agreements. The framework agreements contain provisions relating to the management, operation, acquisition and ownership structure of BHA\u2019s dealerships. Failure to meet the terms of these agreements could adversely impact BHA\u2019s ability to acquire additional dealerships representing those manufacturers. Additionally, these agreements contain limitations on the number of dealerships from a specific manufacturer that may be owned by BHA."}
-{"_id": "BRK.A20230258", "title": "BRK.A K-22", "text": "Individual dealerships operate under franchise agreements with the manufacturer, which grants the dealership entity a non-exclusive right to sell the manufacturer\u2019s brand of vehicles and offer related parts and service within a specified market area, as well as the right to use the manufacturer\u2019s trademarks. The agreements contain various requirements and restrictions related to the management and operation of the franchised dealership and provide for termination of the agreement by the manufacturer or non-renewal for a variety of causes. States generally have automotive dealership franchise laws that provide substantial protection to the franchisee, and it is difficult for a manufacturer to terminate or not renew a franchise agreement outside of bankruptcy or with \u201cgood cause\u201d under the applicable state franchise law."}
-{"_id": "BRK.A20230259", "title": "BRK.A K-22", "text": "BHA also develops, underwrites and administers various vehicle protection plans as well as life and accident and health insurance plans sold to consumers through BHA\u2019s dealerships and third-party dealerships. BHA also develops proprietary training programs and materials and provides ongoing monitoring and training of the dealership\u2019s finance and insurance personnel."}
-{"_id": "BRK.A20230261", "title": "BRK.A Home furnishings retailing", "text": "The home furnishings businesses consist of Nebraska Furniture Mart Inc. (\u201cNFM\u201d), R.C. Willey Home Furnishings (\u201cR.C. Willey\u201d), Star Furniture Company (\u201cStar\u201d) and Jordan\u2019s Furniture, Inc. (\u201cJordan\u2019s\u201d). These businesses offer a wide selection of furniture, bedding and accessories. In addition, NFM and R.C. Willey sell a full line of major household appliances, electronics, floor coverings, and other home furnishings and offer customer financing to complement their retail operations. An important feature of each of these businesses is their ability to control costs and to produce high business volume by offering significant value to their customers."}
-{"_id": "BRK.A20230262", "title": "BRK.A Home furnishings retailing", "text": "NFM operates its business from four retail complexes with almost 4.5 million square feet of retail, warehouse and administrative facilities located in Omaha, Nebraska, Clive, Iowa, Kansas City, Kansas and The Colony, Texas. NFM also owns Homemakers Furniture located in Urbandale, Iowa, which has approximately 600,000 square feet of retail, warehouse and administrative space. NFM is the largest home furnishings retailer in each of these markets. R.C. Willey, based in Salt Lake City, Utah, currently operates ten full-line retail home furnishings stores and three distribution centers. These facilities include approximately 1.3 million square feet of retail space with four stores located in Utah, one store in Meridian, Idaho, three stores in Nevada (Las Vegas and Reno) and two stores in the Sacramento, California area."}
-{"_id": "BRK.A20230263", "title": "BRK.A Home furnishings retailing", "text": "Jordan\u2019s operates a retail furniture business from eight locations with approximately 1 million square feet of retail space in stores located in Massachusetts, New Hampshire, Rhode Island, Maine and Connecticut. The retail stores are supported by an 800,000 square foot distribution center in Taunton, Massachusetts. Jordan\u2019s is the largest furniture retailer, as measured by sales, in Massachusetts, Maine and New Hampshire and is well known in its markets for its unique store arrangements and advertising campaigns. Star has operated home furnishings retail stores in Texas for many years. Star\u2019s retail facilities currently include about 700,000 square feet of retail space in 10 locations in Texas, including seven in Houston."}
-{"_id": "BRK.A20230265", "title": "BRK.A Other retailing", "text": "Borsheim Jewelry Company, Inc. (\u201cBorsheims\u201d) operates from a single store in Omaha, Nebraska. Borsheims is a high-volume retailer of fine jewelry, watches, crystal, china, stemware, flatware, gifts and collectibles. Helzberg\u2019s Diamond Shops, LLC (\u201cHelzberg\u201d) is based in North Kansas City, Missouri, and operates a chain of 166 retail jewelry stores in 34 states, which includes approximately 400,000 square feet of retail space. Helzberg\u2019s stores are located in malls, lifestyle centers, power strip centers and outlet malls, and all stores operate under the name Helzberg Diamonds\u00ae or Helzberg Diamonds Outlet\u00ae. The Ben Bridge Corporation (\u201cBen Bridge Jeweler\u201d), based in Seattle, Washington, operates 35 retail jewelry stores under three different brand names, located primarily in major shopping malls in nine western states. Thirty-three of its retail locations are upscale jewelry stores selling loose diamonds, finished jewelry and high-end timepieces. One store is a Breitling concept store, selling only Breitling timepieces, and one store is a Rolex concept store, selling only Rolex timepieces."}
-{"_id": "BRK.A20230266", "title": "BRK.A Other retailing", "text": "See\u2019s Candy Shops, Incorporated (\u201cSee\u2019s\u201d) produces boxed chocolates and other confectionery products with an emphasis on quality and distinctiveness in two large kitchens in Los Angeles and South San Francisco and a facility in Burlingame, California. See\u2019s operates approximately 250 retail and volume saving stores located mainly in California and other Western states, as well as over 115 seasonal locations. See\u2019s revenues are highly seasonal with approximately half of its annual revenues earned in the fourth quarter."}
-{"_id": "BRK.A20230268", "title": "BRK.A K-23", "text": "The Pampered Chef, Ltd. (\u201cPampered Chef\u201d) is a premier direct seller of distinctive high-quality kitchenware products with sales and operations in the U.S., Canada, Germany, Austria and France and operations in China. Pampered Chef\u2019s product portfolio consists of over 400 Pampered Chef\u00ae branded kitchenware items in categories ranging from stoneware and cutlery to grilling and entertaining. Pampered Chef\u2019s products are available through its sales force of independent cooking consultants and online."}
-{"_id": "BRK.A20230269", "title": "BRK.A K-23", "text": "Oriental Trading Company (\u201cOTC\u201d) is a leading multi-channel and online retailer for fun-value-priced party supplies, seasonal products, arts and crafts, toys and novelties, school supplies and educational games. OTC, headquartered in Omaha, Nebraska, serves a broad base of nearly four million customers annually, including consumers, schools, churches, non-profit organizations, medical and dental offices and other businesses. OTC offers a unique assortment of over 80,000 fun products emphasizing proprietary designs. OTC operates both direct-to-consumer and business-to-business brands including Oriental Trading\u00ae, Fun Express\u00ae, MindWare\u00ae, SmileMakers\u00ae, Morris Costumes\u00ae and HalloweenExpress.com\u00ae and utilizes digital and print marketing along with dedicated sales teams to promote online sales."}
-{"_id": "BRK.A20230270", "title": "BRK.A K-23", "text": "Detlev Louis Motorrad (\u201cLouis\u201d), headquartered in Hamburg, Germany, is a leading retailer of motorcycle clothing and equipment in Europe. Louis carries over 50,000 different store and private label products, mainly covering the areas of clothing, technical equipment and leisure. Louis has over 80 stores in Germany, Austria, Switzerland and the Netherlands as well as an online business with online shops in various languages in Europe."}
-{"_id": "BRK.A20230272", "title": "BRK.A Additional information with respect to Berkshire\u2019s businesses", "text": "Revenue, earnings before taxes and identifiable assets attributable to Berkshire\u2019s reportable business segments are included in Note 26 to Berkshire\u2019s Consolidated Financial Statements contained in Item 8, Financial Statements and Supplementary Data. Additional information regarding Berkshire\u2019s investments in fixed maturity and equity securities is included in Notes 3 and 4, respectively, to Berkshire\u2019s Consolidated Financial Statements."}
-{"_id": "BRK.A20230273", "title": "BRK.A Additional information with respect to Berkshire\u2019s businesses", "text": "As of December 31, 2023, Berkshire or a subsidiary owned 26.7% of the outstanding common stock of The Kraft Heinz Company (\u201cKraft Heinz\u201d) and 27.8% of the outstanding Occidental Petroleum Corporation (\u201cOccidental\u201d) common stock. Kraft Heinz manufactures and markets food and beverage products, including condiments and sauces, cheese and dairy, meals, meats, refreshment beverages, coffee and other grocery products. Occidental is an international energy company, including oil and natural gas exploration, development and production, and chemicals manufacturing businesses. Occidental\u2019s midstream businesses purchase, market, gather, process, transport and store various oil, natural gas, carbon dioxide and other products. Berkshire subsidiaries also own a 50% joint venture interest in Berkadia Commercial Mortgage LLC. Information concerning these investments is included in Note 5 to Berkshire\u2019s Consolidated Financial Statements."}
-{"_id": "BRK.A20230274", "title": "BRK.A Additional information with respect to Berkshire\u2019s businesses", "text": "Berkshire maintains a website (http://www.berkshirehathaway.com) where its annual reports, certain corporate governance documents, press releases, interim shareholder reports and links to its subsidiaries\u2019 websites can be found. Berkshire\u2019s periodic reports filed with the SEC, which include Form 10-K, Form 10-Q, Form 8-K and amendments thereto, may be accessed by the public free of charge from the SEC and through Berkshire. Electronic copies of these reports can be accessed at the SEC\u2019s website (http://www.sec.gov) and indirectly through Berkshire\u2019s website (http://www.berkshirehathaway.com). Copies of these reports may also be obtained, free of charge, upon written request to: Berkshire Hathaway Inc., 3555 Farnam Street, Omaha, NE 68131, Attn: Corporate Secretary."}
-{"_id": "BRK.A20230277", "title": "BRK.A Risk Factors", "text": "Berkshire and its subsidiaries (referred to herein as \u201cwe,\u201d \u201cus,\u201d \u201cour\u201d or similar expressions) are subject to certain risks and uncertainties in its business operations which are described below. The risks and uncertainties described below are not the only risks we face. Additional risks and uncertainties that are presently unknown or are currently deemed immaterial may also impair our business operations."}
-{"_id": "BRK.A20230279", "title": "BRK.A General Business Risks", "text": "Terrorist acts could hurt our operating businesses."}
-{"_id": "BRK.A20230280", "title": "BRK.A General Business Risks", "text": "A nuclear, biological or chemical terrorist attack or armed terrorist incursions could produce significant losses to our worldwide operations. Our business operations could be adversely affected from such acts through the loss of human life, destruction of production facilities and information systems or other property damage. We share these risks with all businesses."}
-{"_id": "BRK.A20230281", "title": "BRK.A General Business Risks", "text": "Cybersecurity risks."}
-{"_id": "BRK.A20230282", "title": "BRK.A General Business Risks", "text": "We rely on technology in virtually all aspects of our business. Like those of many large businesses, certain of our information systems have been subject to computer viruses, malicious codes, unauthorized access, phishing efforts, denial-of-service attacks and other cyber-attacks. We expect to be subject to similar attacks in the future as such attacks become more sophisticated and frequent. A significant disruption or failure of our technology systems could result in service interruptions, safety failures, security events, regulatory compliance failures, an inability to protect information and assets against unauthorized users and other operational difficulties. Attacks perpetrated against our systems could result in loss of assets and critical information and expose us to remediation costs and reputational damage."}
-{"_id": "BRK.A20230283", "title": "BRK.A General Business Risks", "text": "Although we have taken steps intended to mitigate these risks, including business continuity planning, disaster recovery planning and business impact analysis, a significant disruption or cyber intrusion at one or more of our significant operations could adversely affect our results of operations, financial condition and/or liquidity. Additionally, if we are unable to acquire, develop, implement, adopt or protect rights around new technology, we may suffer a competitive disadvantage, which could also have an adverse effect on our results of operations, financial condition and/or liquidity."}
-{"_id": "BRK.A20230284", "title": "BRK.A General Business Risks", "text": "Cyber-attacks could further adversely affect our ability to operate facilities, information technology and business systems or compromise confidential customer and employee information. Political, economic, social or financial market instability or damage to or interference with our operating assets, customers or suppliers from cyber-attacks may result in business interruptions, lost revenues, higher commodity prices, disruption in fuel supplies, lower energy consumption, unstable markets, increased security, repair or other costs, or may materially adversely affect us in ways that cannot be predicted at this time. Any of these risks could materially affect our consolidated financial results. Furthermore, instability in the financial markets resulting from terrorism, sustained or significant cyber-attacks or war could also have a material adverse effect on our ability to raise capital. We share these risks with all businesses."}
-{"_id": "BRK.A20230285", "title": "BRK.A General Business Risks", "text": "Geopolitical events could cause losses to our business and losses in the values of securities we own."}
-{"_id": "BRK.A20230286", "title": "BRK.A General Business Risks", "text": "We believe risks of adverse effects from geopolitical events are rising, through armed and diplomatic conflicts involving governments in various parts of the world. Government policies and actions taken, including responses of other governments to such actions, may adversely affect our operating businesses through reduced sales, increased costs, restricted supply chains, physical damage to our properties and loss of life of our employees. We share these risks with all businesses."}
-{"_id": "BRK.A20230287", "title": "BRK.A General Business Risks", "text": "We are dependent on a few key people for our major investment and capital allocation decisions."}
-{"_id": "BRK.A20230288", "title": "BRK.A General Business Risks", "text": "Major investment decisions and all major capital allocation decisions are made by Warren E. Buffett, Chairman of the Board of Directors and Chief Executive Officer, age 93. In 2018, Berkshire\u2019s Board of Directors appointed Mr. Gregory Abel as Vice Chairman of Berkshire\u2019s non-insurance operations and Mr. Ajit Jain as Vice Chairman of Berkshire\u2019s insurance operations. Mr. Abel and Mr. Jain each report directly to Mr. Buffett. Mr. Buffett continues to be responsible for major capital allocation and investment decisions."}
-{"_id": "BRK.A20230289", "title": "BRK.A General Business Risks", "text": "If for any reason the services of our key personnel, particularly Mr. Buffett, were to become unavailable, there could be a material adverse effect on our operations. Should a replacement for Mr. Buffett be needed currently, Berkshire\u2019s Board of Directors has agreed that Mr. Abel should replace Mr. Buffett. The Board continually monitors this risk and could alter its current view regarding a replacement for Mr. Buffett in the future. We believe that the Board\u2019s succession plan, together with the outstanding managers running our numerous and highly diversified operating units, helps to mitigate this risk."}
-{"_id": "BRK.A20230291", "title": "BRK.A K-25", "text": "We need qualified personnel to manage and operate our various businesses."}
-{"_id": "BRK.A20230292", "title": "BRK.A K-25", "text": "In our decentralized business model, we need qualified and competent management to direct day-to-day business activities of our operating subsidiaries and to manage changes in future business operations due to changing business or regulatory environments. Our operating subsidiaries also need qualified and competent personnel to execute business plans and serve their customers, suppliers and other stakeholders. Our inability to recruit, train and retain qualified and competent managers and personnel could negatively affect the operating results, financial condition and/or liquidity of our subsidiaries and Berkshire as a whole."}
-{"_id": "BRK.A20230293", "title": "BRK.A K-25", "text": "Investments are unusually concentrated in equity securities and fair values are subject to loss in value."}
-{"_id": "BRK.A20230294", "title": "BRK.A K-25", "text": "We concentrate a high percentage of the equity security investments of our insurance subsidiaries in a relatively small number of issuers. A significant decline in the fair values of our larger investments in equity securities may produce a material decline in our consolidated shareholders\u2019 equity and our consolidated earnings."}
-{"_id": "BRK.A20230295", "title": "BRK.A K-25", "text": "Since a large percentage of our equity securities are held by our insurance subsidiaries, significant decreases in the fair values of these investments will produce significant declines in the statutory surplus of our insurance subsidiaries. Our large statutory surplus is a competitive advantage, and a long-term material decline could have an adverse effect on our claims-paying ability ratings and our ability to write new insurance business thus potentially reducing our future underwriting profits."}
-{"_id": "BRK.A20230296", "title": "BRK.A K-25", "text": "Competition and technology may erode our business franchises and result in lower earnings."}
-{"_id": "BRK.A20230297", "title": "BRK.A K-25", "text": "Each of our operating businesses face intense competition within markets in which they operate. While we manage our businesses with the objective of achieving long-term sustainable growth by developing and strengthening competitive advantages, many factors, including technological changes, may erode or prevent the strengthening of competitive advantages. Accordingly, our future operating results will depend to some degree on our operating units successfully protecting and enhancing their competitive advantages. If our operating businesses are unsuccessful in these efforts, our periodic operating results in the future may decline."}
-{"_id": "BRK.A20230298", "title": "BRK.A K-25", "text": "Unfavorable general economic conditions may significantly reduce our operating earnings and impair our ability to access capital markets at a reasonable cost."}
-{"_id": "BRK.A20230299", "title": "BRK.A K-25", "text": "Our operating businesses are subject to normal economic cycles affecting the general economy or the specific industries in which they operate. Significant deteriorations of economic conditions, including significant inflation over a prolonged period could produce a material adverse effect on one or more of our significant operations. In addition, our utilities and energy businesses and our railroad business regularly utilize debt as a component of their capital structures and depend on having access to borrowed funds through the capital markets at reasonable rates. To the extent that access to the capital markets is restricted or the cost of funding increases, these operations could be adversely affected."}
-{"_id": "BRK.A20230300", "title": "BRK.A K-25", "text": "Epidemics, pandemics or other similar outbreaks could hurt our operating businesses."}
-{"_id": "BRK.A20230301", "title": "BRK.A K-25", "text": "The outbreak of epidemics, pandemics or other similar outbreaks in the future may adversely affect our operations, including the value of our equity securities portfolio. This may be due to closures or restrictions requested or mandated by governmental authorities, disruption to supply chains and workforce, reduction of demand for our products and services, credit losses when customers and other counterparties fail to satisfy their obligations to us, and volatility in global equity securities markets, among other factors. We share most of these risks with all businesses."}
-{"_id": "BRK.A20230302", "title": "BRK.A K-25", "text": "Regulatory changes may adversely impact our future operating results."}
-{"_id": "BRK.A20230303", "title": "BRK.A K-25", "text": "Over time, in response to financial markets crises, global economic recessions, and social and environmental issues, regulatory initiatives were adopted in the United States and elsewhere. Such initiatives addressed, for example, the regulation of banks and other major financial institutions, the regulation of products and environmental and global-warming matters. These initiatives impact all of our businesses, albeit in varying ways. Increased regulatory compliance costs could have a significant negative impact on our operating businesses, as well as on the businesses in which we have significant, but not controlling, economic interests. We cannot predict whether such initiatives will have a material adverse impact on our consolidated financial position, results of operations and/or cash flows."}
-{"_id": "BRK.A20230304", "title": "BRK.A K-25", "text": "Data privacy regulations have recently been enacted in various jurisdictions in the U.S. and throughout the world. These regulations address numerous aspects related to the security of personal information that is stored in our information systems, networks and facilities. Failure to comply with these regulations could result in reputational damage and significant economic penalties."}
-{"_id": "BRK.A20230306", "title": "BRK.A K-26", "text": "Climate change and the regulation of greenhouse gas (\u201cGHG\u201d) emissions may impact our businesses."}
-{"_id": "BRK.A20230307", "title": "BRK.A K-26", "text": "The impacts of climate change and the regulation of GHG emissions could impact our businesses to varying degrees. Climate change could cause or intensify hurricanes, floods, wildfires, and other extreme weather events that may increase the physical risks to and impacts on our operations. An increase in the frequency or intensity of extreme weather events and storms could impact the physical assets of our non-insurance operations and could produce losses affecting our businesses. Similarly, extreme weather events may produce losses affecting our insurance operations as their primary business is to monitor, assess and price risk, including climate-related risk, at an expected economic profit to address the risk-transfer needs of their insurance customers."}
-{"_id": "BRK.A20230308", "title": "BRK.A K-26", "text": "Additional GHG policies, including legislation, may emerge that accelerate the transition to a lower-GHG emitting economy and could, in turn, increase costs for our businesses to comply with those policies, including BNSF and BHE, which combined represent more than 90% of Berkshire\u2019s direct emissions. The failure to comply with new or existing regulations or reinterpretation of existing regulations relating to climate change could have a significant adverse effect on our financial results."}
-{"_id": "BRK.A20230310", "title": "BRK.A Risks unique to our regulated businesses", "text": "Our tolerance for underwriting risk in our various insurance businesses may result in significant underwriting losses."}
-{"_id": "BRK.A20230311", "title": "BRK.A Risks unique to our regulated businesses", "text": "When properly paid for the risk assumed, we have been and will continue to be willing to assume more risk from a single event than any other insurer has knowingly assumed. Accordingly, we could incur a significant loss from a single catastrophe event resulting from a natural disaster or man-made catastrophes such as terrorism or cyber-attacks. We employ various disciplined underwriting practices intended to mitigate potential losses, attempt to take into account all possible correlations and avoid writing groups of policies from which pre-tax losses from a single catastrophe event might aggregate in excess of $15 billion. However, despite our efforts, it is possible that losses could manifest in ways that we do not anticipate and that our risk mitigation strategies are not designed to address. Various provisions of our policies, negotiated to limit our risk, such as limitations or exclusions from coverage, may not be enforceable in the manner we intend, as it is possible that a court or regulatory authority could nullify or void an exclusion or limitation, or legislation could be enacted modifying or barring the use of these exclusions and limitations. Our tolerance for significant insurance losses may result in lower reported earnings in a future period."}
-{"_id": "BRK.A20230312", "title": "BRK.A Risks unique to our regulated businesses", "text": "The principal cost associated with the property and casualty insurance business is claims. In writing property and casualty insurance policies, we receive premiums today and promise to pay covered losses in the future. However, it will take decades before all claims that have occurred as of any given balance sheet date will be reported and settled. Although we believe that recorded liabilities for unpaid losses are adequate, we will not know whether these liabilities or the premiums charged for the coverages provided were sufficient until well after the balance sheet date. Estimating insurance claim costs is inherently imprecise. It is possible that significant claims may emerge or develop in the future from the policies we have written in the past. As industry practices and legal, social and other environmental conditions change, unexpected and unintended issues related to claims and coverage may emerge, including new or expanded theories of liability. These or other changes could impose new financial obligations on us by extending coverage beyond our underwriting intent. In some instances, these changes may not become apparent until sometime after we have issued insurance or reinsurance contracts that are affected by the changes. As a result, the full extent of liability under our insurance or reinsurance contracts may not be known for many years after a contract is issued. Our estimated unpaid losses arising under contracts covering property and casualty insurance risks are large ($146 billion at December 31, 2023), and a small percentage increase to those liabilities can result in materially lower reported earnings."}
-{"_id": "BRK.A20230313", "title": "BRK.A Risks unique to our regulated businesses", "text": "Changes in regulations and regulatory actions can adversely affect our operating results and our ability to allocate capital."}
-{"_id": "BRK.A20230314", "title": "BRK.A Risks unique to our regulated businesses", "text": "Our insurance businesses are subject to regulation in the jurisdictions in which we operate. Such regulations may relate to, among other things, the types of business that can be written, the rates that can be charged for coverage, the level of capital that must be maintained and restrictions on the types and size of investments that can be made. Regulations may also restrict the timing and amount of dividend payments to Berkshire by these businesses. U.S. state insurance regulators and international insurance regulators are also actively developing various regulatory mechanisms to address the regulation of large internationally active insurance groups, including regulations concerning group capital, liquidity, governance and risk management. Accordingly, changes in regulations related to these or other matters or regulatory actions imposing restrictions on our insurance businesses may adversely impact our results of operations and restrict our ability to allocate capital."}
-{"_id": "BRK.A20230316", "title": "BRK.A K-27", "text": "Our railroad business conducted through BNSF is also subject to a significant number of laws and regulations with respect to rates and practices, taxes, railroad operations and a variety of health, safety, labor, environmental and other matters. Failure to comply with applicable laws and regulations could have a material adverse effect on BNSF\u2019s business. Governments may change the legislative and/or regulatory framework within which BNSF operates, without providing any recourse for any adverse effects that the change may have on the business. Complying with legislative and regulatory changes may pose significant operating and implementation risks and require significant capital expenditures."}
-{"_id": "BRK.A20230317", "title": "BRK.A K-27", "text": "BNSF derives significant amounts of revenue from the transportation of energy-related commodities, particularly coal. To the extent that changes in government policies limit or restrict the usage of coal as a fuel source in generating electricity or alternate fuels, such as natural gas, or otherwise displace coal as an energy source, revenues and earnings could be adversely affected. As a common carrier, BNSF is also required to transport toxic inhalation hazard chemicals and other hazardous materials. A release of hazardous materials could expose BNSF to significant claims, losses, penalties and environmental remediation obligations. Changes in the regulation of the rail industry could negatively impact BNSF\u2019s ability to determine prices for rail services and to make capital improvements to its rail network, resulting in an adverse effect on our results of operations, financial condition and/or liquidity."}
-{"_id": "BRK.A20230318", "title": "BRK.A K-27", "text": "Our utilities and energy businesses operated under BHE are highly regulated by numerous federal, state, local and foreign governmental authorities in the jurisdictions in which they operate. These laws and regulations are complex, dynamic and subject to new interpretations or change. Regulations affect almost every aspect of our utilities and energy businesses. Regulations broadly apply and may limit management\u2019s ability to independently make and implement decisions regarding numerous matters including: acquiring businesses; constructing, acquiring, disposing or retiring of operating assets; operating and maintaining generating facilities and transmission and distribution system assets; complying with pipeline safety and integrity and environmental requirements; setting rates charged to customers; establishing capital structures and issuing debt; managing and reporting transactions between our domestic utilities and our other subsidiaries and affiliates; and paying dividends or similar distributions. Failure to comply with or reinterpretations of existing regulations and new legislation or regulations, such as those relating to air quality, climate change, emissions performance standards, water quality, coal ash disposal and other environmental matters, or changes in the nature of the regulatory process may have a significant adverse impact on our financial results."}
-{"_id": "BRK.A20230319", "title": "BRK.A K-27", "text": "Our railroad business requires significant ongoing capital investment to improve and maintain its railroad network so that transportation services can be safely and reliably provided to customers on a timely basis. Our utilities and energy businesses also require significant amounts of capital to construct, operate and maintain generation, transmission and distribution systems to meet their customers\u2019 needs and reliability criteria. System assets may need to be operational for long periods of time to justify the financial investment. The operational or financial failure of capital projects may not be recoverable through rates that are charged to customers. Further, a significant portion of costs of capital improvements may be funded through debt issued by BNSF and BHE and their subsidiaries. Disruptions in debt capital markets that restrict access to funding when needed could adversely affect the results of operations, liquidity and/or capital resources of these businesses."}
-{"_id": "BRK.A20230321", "title": "BRK.A Unresolved Staff Comments", "text": "None."}
-{"_id": "BRK.A20230323", "title": "BRK.A Cybersecurity", "text": "Berkshire recognizes that maintaining processes for identifying, assessing, and managing cybersecurity threats is important in dealing with its significant business risks. As such, Berkshire has implemented a framework for cybersecurity and cyber-related information management across Berkshire\u2019s diverse groups of businesses. The framework permits each Berkshire Business Group (\u201cBusiness Group\u201d) to tailor solutions to identify, manage, and mitigate risks based on their own assessment of their unique cybersecurity risks in conjunction with each Business Group\u2019s overall risk management processes. At the same time, the framework helps enable consistent and appropriate compliance in reporting material cyber events and risks across Berkshire."}
-{"_id": "BRK.A20230324", "title": "BRK.A Cybersecurity", "text": "Each Business Group\u2019s Chief Information Security Officer (\u201cCISO\u201d) on at least an annual basis is to provide a report to the Business Group\u2019s senior management, regarding the state of their cybersecurity program and its material cyber risks. These reports are also shared with Berkshire\u2019s internal audit group to inform and enhance the overall company\u2019s risk management processes. In addition, each Business Group is required to maintain an incident reporting process to report significant cybersecurity events to Berkshire. Berkshire and its Business Groups engage and partner with a wide range of third parties to assess, audit, educate, implement, operate, protect, and remediate various cybersecurity related elements."}
-{"_id": "BRK.A20230326", "title": "BRK.A K-28", "text": "Berkshire and its Business Groups rely on third-party service providers for a variety of products and services to run their information systems. This dependence exposes us, along with others who use these service providers, to the impact of a cyber-attack on their service providers. On occasion, a cyber-attack at a third party service provider could have a significant financial, operational or reputational impact to Berkshire. Berkshire and its Business Groups continuously monitor the risks associated with its service providers."}
-{"_id": "BRK.A20230327", "title": "BRK.A K-28", "text": "The Audit Committee of Berkshire\u2019s Board of Directors has responsibility for oversight of Berkshire\u2019s cybersecurity risk management program. The Audit Committee receives periodic reports regarding the number of and impact from cybersecurity incidents reported through Berkshire\u2019s cybersecurity incident reporting process. Additionally, the Audit Committee is updated on cybersecurity trends and common deficiencies. Furthermore, the Audit Committee approves and receives updates on the workplan performed by Berkshire\u2019s internal audit group that focuses on information technology and cybersecurity risks. This includes audit procedures related to internal and external penetration testing, attack simulations, vulnerability assessments, cybersecurity program reviews and other audits designed to investigate specific risks. The frequency of these updates is determined by the Audit Committee in conjunction with Berkshire\u2019s senior management."}
-{"_id": "BRK.A20230328", "title": "BRK.A K-28", "text": "In addition to the Audit Committee\u2019s oversight, the senior management of Berkshire\u2019s Businesses Groups are responsible for the day-to-day operations of protecting their businesses\u2019 information systems. Each Business Group is required to report significant cybersecurity events to Berkshire. Berkshire\u2019s senior management reviews incident reports to determine whether a cyber incident report should be filed with the SEC."}
-{"_id": "BRK.A20230330", "title": "BRK.A Description of Properties", "text": "The properties used by Berkshire\u2019s business segments are summarized in this section. Berkshire\u2019s railroad and utilities and energy businesses, in particular, utilize considerable physical assets in their businesses."}
-{"_id": "BRK.A20230332", "title": "BRK.A Railroad Business\u2014Burlington Northern Santa Fe", "text": "Through BNSF Railway, BNSF operates over 32,500 route miles of track (excluding multiple main tracks, yard tracks and sidings) in 28 states, and also operates in three Canadian provinces. BNSF owns over 23,000 route miles, including easements, and operates over 9,000 route miles of trackage rights that permit BNSF to operate its trains with its crews over other railroads\u2019 tracks. As of December 31, 2023, the total BNSF Railway system, including single and multiple main tracks, yard tracks and sidings, consisted of over 50,000 operated miles of track."}
-{"_id": "BRK.A20230333", "title": "BRK.A Railroad Business\u2014Burlington Northern Santa Fe", "text": "BNSF operates various facilities and equipment to support its transportation system, including its infrastructure, locomotives and freight cars. It also owns or leases other equipment to support rail operations, such as vehicles. Support facilities for rail operations include yards and terminals throughout its rail network, system locomotive shops to perform locomotive servicing and maintenance, a centralized network operations center for train dispatching and network operations monitoring and management, computers, telecommunications equipment, signal systems and other support systems. Transfer facilities are maintained for rail-to-rail as well as intermodal transfer of containers, trailers and other freight traffic and include approximately 25 intermodal hubs located across the system. BNSF owns or holds under non-cancelable leases exceeding one year approximately 7,500 locomotives and 72,800 freight cars, in addition to maintenance of way and other equipment."}
-{"_id": "BRK.A20230334", "title": "BRK.A Railroad Business\u2014Burlington Northern Santa Fe", "text": "In the ordinary course of business, BNSF incurs significant costs in repairing and maintaining its properties. In 2023, BNSF recorded approximately $2.5 billion in repairs and maintenance expense."}
-{"_id": "BRK.A20230347", "title": "BRK.A Berkshire Hathaway Energy", "text": "BHE\u2019s energy properties consist of the physical assets necessary to support its electricity and natural gas businesses. Properties of BHE\u2019s electricity businesses include electric generation, transmission and distribution facilities, as well as coal mining assets that support certain of BHE\u2019s electric generating facilities. Properties of BHE\u2019s natural gas businesses include natural gas distribution facilities, interstate pipelines, storage facilities, liquefied natural gas facilities, compressor stations and meter stations. The transmission and distribution assets are primarily within each of BHE\u2019s utility service territories. In addition to these physical assets, BHE has rights-of-way, mineral rights and water rights that enable BHE to utilize its facilities. Pursuant to separate financing agreements, the majority of these properties are pledged or encumbered to support or otherwise provide the security for the related subsidiary debt. BHE or its affiliates own or have interests in the following types of operating electric generating facilities at December 31, 2023: Energy Source##Entity##Location by Significance##Facility Net Capacity (MW) (1)##Net Owned Capacity (MW) (1) Wind##PacifiCorp, MEC, BHE Canada, BHE Montana and BHE Renewables##Iowa, Wyoming, Texas, Montana, Nebraska, Washington, California, Illinois, Canada, Oregon and Kansas##12,524##12,524 Natural gas##PacifiCorp, MEC, NV Energy, BHE Canada and BHE Renewables##Nevada, Utah, Iowa, Illinois, Washington, Wyoming, Oregon, New York, Texas, Arizona and Canada##11,250##10,971 Coal##PacifiCorp, MEC and NV Energy##Iowa, Wyoming, Utah, Nevada, Colorado and Montana##12,174##7,483 Solar##MEC, NV Energy, Northern Powergrid and BHE Renewables##California, Australia, Texas, Arizona, Iowa, Minnesota and Nevada##2,120##1,972 Hydroelectric##PacifiCorp, MEC and BHE Renewables##Washington, Oregon, Idaho, Utah, Hawaii, Montana, Illinois, California and Wyoming##985##985 Nuclear##MEC##Illinois##1,809##452 Geothermal##PacifiCorp and BHE Renewables##California and Utah##377##377 ####Total##41,239##34,764"}
-{"_id": "BRK.A20230348", "title": "BRK.A Berkshire Hathaway Energy", "text": "(1)Facility Net Capacity in megawatts (MW) represents the lesser of nominal ratings or any limitations under applicable interconnection, power purchase, or other agreements for intermittent resources and the total net dependable capability available during summer conditions for all other units. An intermittent resource\u2019s nominal rating is the manufacturer\u2019s contractually specified capability (in MW) under specified conditions. Net Owned Capacity indicates BHE\u2019s ownership of Facility Net Capacity."}
-{"_id": "BRK.A20230349", "title": "BRK.A Berkshire Hathaway Energy", "text": "As of December 31, 2023, BHE\u2019s subsidiaries also have electric generating facilities that are under construction in Nevada, Wyoming and California having total Facility Net Capacity and Net Owned Capacity of 1,284 MW. BHE\u2019s subsidiaries also have battery energy storage systems in Nevada having total Facility Net Capacity and Net Owned Capacity in operation of 220 MW and under construction of 100 MW."}
-{"_id": "BRK.A20230350", "title": "BRK.A Berkshire Hathaway Energy", "text": "PacifiCorp, MEC and NV Energy own electric transmission and distribution systems, including approximately 27,900 miles of transmission lines and approximately 1,670 substations, and gas distribution facilities, including approximately 28,500 miles of gas mains and service lines."}
-{"_id": "BRK.A20230351", "title": "BRK.A Berkshire Hathaway Energy", "text": "Northern Powergrid (Northeast) and Northern Powergrid (Yorkshire) operate an electricity distribution network that includes approximately 17,100 miles of overhead lines, approximately 44,000 miles of underground cables and approximately 790 major substations. AltaLink\u2019s electricity transmission system includes approximately 8,300 miles of transmission lines and approximately 310 substations."}
-{"_id": "BRK.A20230353", "title": "BRK.A K-30", "text": "The BHE GT&S pipeline system consists of approximately 5,400 miles of natural gas transmission, gathering and storage pipelines located in portions of Maryland, New York, Ohio, Pennsylvania, Virginia, West Virginia, South Carolina and Georgia. Storage services are provided through the operation of 17 underground natural gas storage fields located in Pennsylvania, West Virginia and New York. BHE GT&S also operates, as the general partner, and owns a 75% limited partnership interest in one liquefied natural gas export, import and storage facility in Maryland and operates and has ownership interests in three smaller liquefied natural gas facilities in Alabama, Florida and Pennsylvania."}
-{"_id": "BRK.A20230354", "title": "BRK.A K-30", "text": "Northern Natural\u2019s pipeline system consists of approximately 14,200 miles of natural gas pipelines, including approximately 5,800 miles of mainline transmission pipelines and approximately 8,400 miles of branch and lateral pipelines. Northern Natural\u2019s end-use and distribution market area includes points in Iowa, Nebraska, Minnesota, Wisconsin, South Dakota, Michigan and Illinois and its natural gas supply and delivery service area includes points in Kansas, Texas, Oklahoma and New Mexico. Storage services are provided through the operation of one underground natural gas storage field in Iowa, two underground natural gas storage facilities in Kansas and two liquefied natural gas storage peaking units, one in Iowa and one in Minnesota."}
-{"_id": "BRK.A20230355", "title": "BRK.A K-30", "text": "Kern River\u2019s system consists of approximately 1,400 miles of natural gas pipelines, which extends from the system\u2019s point of origination in Wyoming through the Central Rocky Mountains into California."}
-{"_id": "BRK.A20230357", "title": "BRK.A Pilot Travel Centers", "text": "PTC owns and operates approximately 600 travel center locations across the U.S., primarily under the names Pilot or Flying J, owning approximately 90% and leasing 10% of the properties. Additionally, PTC operates 12 wholesale and retail fuel distribution facilities, 37 fuel mixing and processing facilities, 47 cardlock locations, an ethanol plant and a water disposal business in the oil fields sector."}
-{"_id": "BRK.A20230383", "title": "BRK.A Other Segments", "text": "Significant physical properties used by Berkshire\u2019s other business segments are summarized below: ##########Number of Properties## Business##Country##Locations##Property/Facility type##Owned####Leased Insurance:############ GEICO##U.S.####Offices and claims centers##9####91 BHRG##U.S.####Offices##1####34 ##Non-U.S.##Locations in 25 countries##Offices##1####52 BH Primary##U.S.####Offices##5####55 ##Non-U.S.##Locations in 8 countries##Offices##\u2014####15 Manufacturing##U.S.####Manufacturing facility##536####178 ######Offices/Warehouses##224####461 ######Retail/Showroom##232####208 ######Housing subdivisions##296####\u2014 ##Non-U.S.##Locations in 61 countries##Manufacturing facility##172####102 ######Offices/Warehouses##111####437 Service##U.S.####Training facilities/Hangars##11####86 ######Offices/Distribution##13####140 ######Production facilities##3####3 ######Leasing/Showroom/Retail##35####38 ##Non-U.S.##Locations in 18 countries##Training facilities/Hangars##1####14 ######Offices/Distribution##\u2014####49 McLane##U.S.####Distribution centers/Offices##64####28 Retailing##U.S.####Offices/Warehouses##23####25 ######Retail/Showroom##145####467 ##Non-U.S.##Locations in 7 countries##Retail/Offices/Warehouses##\u2014####94"}
-{"_id": "BRK.A20230386", "title": "BRK.A Legal Proceedings", "text": "Berkshire and its subsidiaries are parties in a variety of legal actions that routinely arise out of the normal course of business, including legal actions seeking to establish liability directly through insurance contracts or indirectly through reinsurance contracts issued by Berkshire subsidiaries. Plaintiffs occasionally seek punitive or exemplary damages. We do not believe that such normal and routine litigation will have a material effect on our financial condition or results of operations."}
-{"_id": "BRK.A20230387", "title": "BRK.A Legal Proceedings", "text": "Reference is made to Note 27 to the accompanying Consolidated Financial Statements for information concerning certain litigation involving Berkshire subsidiaries. Berkshire and certain of its subsidiaries are also involved in other kinds of legal actions, some of which assert or may assert claims or seek to impose fines and penalties. We currently believe that any liability that may arise as a result of other pending legal actions will not have a material effect on our consolidated financial condition or results of operations."}
-{"_id": "BRK.A20230389", "title": "BRK.A Mine Safety Disclosures", "text": "Information regarding the Company\u2019s mine safety violations and other legal matters disclosed in accordance with Section 1503(a) of the Dodd-Frank Reform Act is included in Exhibit 95 to this Form 10-K."}
-{"_id": "BRK.A20230396", "title": "BRK.A Executive Officers of the Registrant", "text": "Following is a list of the Registrant\u2019s named executive officers: Name##Age##Position with Registrant##Since Warren E. Buffett##93##Chairman and Chief Executive Officer##1970 Gregory E. Abel##61##Vice Chairman \u2013 Non-Insurance Operations##2018 Ajit Jain##72##Vice Chairman \u2013 Insurance Operations##2018 Marc D. Hamburg##74##Senior Vice-President \u2013 Chief Financial Officer##1992"}
-{"_id": "BRK.A20230397", "title": "BRK.A Executive Officers of the Registrant", "text": "Each executive officer serves, in accordance with the by-laws of the Registrant, until the first meeting of the Board of Directors following the next annual meeting of shareholders and until a successor is chosen and qualified or until such executive officer sooner dies, resigns, is removed or becomes disqualified."}
-{"_id": "BRK.A20230399", "title": "BRK.A FORWARD-LOOKING STATEMENTS", "text": "Investors are cautioned that certain statements contained in this document as well as some statements in periodic press releases and some oral statements of Berkshire officials during presentations about Berkshire or its subsidiaries are \u201cforward-looking\u201d statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the \u201cAct\u201d). Forward-looking statements include statements which are predictive in nature, which depend upon or refer to future events or conditions, or which include words such as \u201cexpects,\u201d \u201canticipates,\u201d \u201cintends,\u201d \u201cplans,\u201d \u201cbelieves,\u201d \u201cestimates\u201d or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects and possible future Berkshire actions, which may be provided by management, are also forward-looking statements as defined by the Act. Forward-looking statements are based on current expectations and projections about future events and are subject to risks, uncertainties and assumptions about Berkshire and its subsidiaries, economic and market factors and the industries in which we do business, among other things. These statements are not guarantees of future performance and we have no specific intention to update these statements."}
-{"_id": "BRK.A20230400", "title": "BRK.A FORWARD-LOOKING STATEMENTS", "text": "Actual events and results may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors. The principal risk factors that could cause our actual performance and future events and actions to differ materially from such forward-looking statements include, but are not limited to, changes in market prices of our investments in fixed maturity and equity securities; losses realized from derivative contracts; the occurrence of one or more catastrophic events, such as an earthquake, hurricane, geopolitical conflict, act of terrorism or cyber-attack that causes losses insured by our insurance subsidiaries and/or losses to our business operations; the frequency and severity of epidemics, pandemics or other outbreaks, that negatively affect our operating results and restrict our access to borrowed funds through the capital markets at reasonable rates; changes in laws or regulations affecting our insurance, railroad, utilities and energy and finance subsidiaries; changes in federal income tax laws; and changes in general economic and market factors that affect the prices of securities or the industries in which we do business."}
-{"_id": "BRK.A20230402", "title": "BRK.A Part II", "text": "Market for Registrant\u2019s Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities"}
-{"_id": "BRK.A20230404", "title": "BRK.A Market Information", "text": "Berkshire\u2019s Class A and Class B common stock are listed for trading on the New York Stock Exchange, trading symbols: BRK.A and BRK.B, respectively."}
-{"_id": "BRK.A20230407", "title": "BRK.A Shareholders", "text": "Berkshire had approximately 1,200 record holders of its Class A common stock and 18,000 record holders of its Class B common stock at February 12, 2024. Record owners included nominees holding at least 323,000 shares of Class A common stock and 1,307,000,000 shares of Class B common stock on behalf of beneficial-but-not-of-record owners."}
-{"_id": "BRK.A20230409", "title": "BRK.A Dividends", "text": "Berkshire has not declared a cash dividend since 1967."}
-{"_id": "BRK.A20230421", "title": "BRK.A Common Stock Repurchase Program", "text": "Berkshire\u2019s common stock repurchase program permits Berkshire to repurchase its Class A and Class B shares at any time that Warren Buffett, Berkshire\u2019s Chairman of the Board and Chief Executive Officer, believes that the repurchase price is below Berkshire\u2019s intrinsic value, conservatively determined. Repurchases may be in the open market or through privately negotiated transactions. Information with respect to Berkshire\u2019s Class A and Class B common stock repurchased during the fourth quarter of 2023 follows. Period##Total number of shares purchased####Average price paid per share##Total number of shares purchased as part of publicly announced program##Maximum number or value of shares that yet may be repurchased under the program October########## Class A common stock##1,815##$##522,756.10##1,815##* Class B common stock##\u2014##$##\u2014##\u2014##* November########## Class A common stock##1,705##$##536,048.49##1,705##* Class B common stock##660,585##$##347.16##660,585##* December########## Class A common stock##103##$##541,062.03##103##* Class B common stock##\u2014##$##\u2014##\u2014##*"}
-{"_id": "BRK.A20230422", "title": "BRK.A Common Stock Repurchase Program", "text": "* The program does not specify a maximum number of shares to be repurchased or obligate Berkshire to repurchase any specific dollar amount or number of Class A or Class B shares and there is no expiration date to the repurchase program. Berkshire will not repurchase its common stock if the repurchases reduce the total value of Berkshire\u2019s consolidated cash, cash equivalents and U.S. Treasury Bills holdings to less than $30 billion."}
-{"_id": "BRK.A20230425", "title": "BRK.A Stock Performance Graph", "text": "The following chart compares the subsequent value of $100 invested in Berkshire common stock on December 31, 2018 with a similar investment in the Standard & Poor\u2019s 500 Stock Index and in the Standard & Poor\u2019s Property & Casualty Insurance Index.**"}
-{"_id": "BRK.A20230426", "title": "BRK.A Stock Performance Graph", "text": "* Cumulative return for the Standard & Poor\u2019s indices based on reinvestment of dividends."}
-{"_id": "BRK.A20230427", "title": "BRK.A Stock Performance Graph", "text": "** It is difficult to develop a peer group of companies similar to Berkshire. Berkshire owns subsidiaries engaged in a number of diverse business activities of which an important component is the property and casualty insurance business. Accordingly, Berkshire uses the Standard & Poor\u2019s Property & Casualty Insurance Index for comparative purposes."}
-{"_id": "BRK.A20230430", "title": "BRK.A K-34", "text": "Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations"}
-{"_id": "BRK.A20230443", "title": "BRK.A Results of Operations", "text": "Net earnings (loss) attributable to Berkshire Hathaway shareholders for each of the past three years are disaggregated in the table that follows. Amounts are after deducting income taxes and exclude earnings attributable to noncontrolling interests (in millions). ####2023######2022######2021 Insurance \u2013 underwriting##$##5,428####$##(30##)##$##870 Insurance \u2013 investment income####9,567######6,484######4,807 BNSF####5,087######5,946######5,990 Berkshire Hathaway Energy (\u201cBHE\u201d)####2,331######3,904######3,572 Pilot Travel Centers (\u201cPTC\u201d)####603######\u2014######\u2014 Manufacturing, service and retailing####12,759######12,512######11,120 Non-controlled businesses*####1,750######1,528######804 Investment and derivative contract gains (losses)####58,873######(53,612##)####62,340 Other####(175##)####509######434 Net earnings (loss) attributable to Berkshire Hathaway shareholders##$##96,223####$##(22,759##)##$##89,937"}
-{"_id": "BRK.A20230445", "title": "BRK.A \u2014\u2014\u2014\u2014\u2014\u2014", "text": "* Includes certain businesses in which Berkshire had between a 20% and 50% ownership interest."}
-{"_id": "BRK.A20230446", "title": "BRK.A \u2014\u2014\u2014\u2014\u2014\u2014", "text": "Through our subsidiaries, we engage in numerous diverse business activities. We manage our operating businesses on an unusually decentralized basis. There are few centralized or integrated business functions. Our senior corporate management team participates in and is ultimately responsible for significant capital allocation decisions, investment activities and the selection of the Chief Executive to head each of the operating businesses. The business segment data (Note 26 to the accompanying Consolidated Financial Statements) should be read in conjunction with this discussion."}
-{"_id": "BRK.A20230447", "title": "BRK.A \u2014\u2014\u2014\u2014\u2014\u2014", "text": "To varying degrees, our operating businesses have been impacted by government and private sector actions taken to mitigate the adverse economic effects of the COVID-19 virus and its variants, as well as by the development of global geopolitical conflicts, supply chain disruptions and government actions to slow inflation. We cannot reliably predict the future economic effects of these events on our businesses."}
-{"_id": "BRK.A20230448", "title": "BRK.A \u2014\u2014\u2014\u2014\u2014\u2014", "text": "Insurance underwriting generated after-tax earnings of $5.4 billion in 2023, losses of $30 million in 2022 and earnings of $870 million in 2021. Earnings in 2023 benefited from relatively low losses from significant catastrophe events during the year and improved underwriting results at GEICO compared to 2022, reflecting the impacts of premium rate increases and lower claims frequencies. Underwriting results in 2022 and 2021 included after-tax losses from significant catastrophe events of approximately $2.4 billion and $2.3 billion, respectively. Underwriting losses in 2022 also reflected accelerating claims costs at GEICO. Earnings from insurance underwriting increased $60 million in 2022 and $142 million in 2021 from amounts previously reported due to the retrospective adoption of ASU 2018-12."}
-{"_id": "BRK.A20230449", "title": "BRK.A \u2014\u2014\u2014\u2014\u2014\u2014", "text": "After-tax earnings from insurance investment income increased $3.1 billion (47.5%) in 2023 and $1.7 billion in 2022 (34.9%) compared to corresponding prior years. These increases were primarily attributable to higher short-term interest rates, which resulted in significant increases in earnings from our short-term investments."}
-{"_id": "BRK.A20230450", "title": "BRK.A \u2014\u2014\u2014\u2014\u2014\u2014", "text": "After-tax earnings of BNSF declined 14.4% in 2023 compared to 2022 and were relatively unchanged in 2022 compared to 2021. The decrease in 2023 was primarily attributable to lower overall freight volumes and higher non-fuel operating costs, partially offset by lower fuel costs. Results in 2022 reflected higher revenue per car/unit, substantially offset by lower overall freight volumes and higher fuel and other operating costs compared to 2021."}
-{"_id": "BRK.A20230451", "title": "BRK.A \u2014\u2014\u2014\u2014\u2014\u2014", "text": "After-tax earnings of our utilities and energy business declined 40.3% in 2023 compared to 2022 and increased 9.3% in 2022 compared to 2021. The earnings decline in 2023 reflected lower earnings from the U.S. regulated utilities, reflecting increased wildfire loss estimates, as well as lower earnings from other energy businesses and real estate brokerage businesses. The increase in 2022 reflected higher earnings from other energy businesses, including tax equity investments and the Northern Powergrid businesses, as well as from the natural gas pipeline businesses, partly offset by lower earnings from the real estate brokerage business."}
-{"_id": "BRK.A20230452", "title": "BRK.A \u2014\u2014\u2014\u2014\u2014\u2014", "text": "As disclosed in Note 2 to the accompanying Consolidated Financial Statements, we increased our ownership in PTC from 38.6% to 80% on January 31, 2023 and we began consolidating PTC\u2019s results of operations on February 1, 2023. In 2021 and 2022 and through January 31, 2023, earnings from PTC on our 38.6% interest were determined under the equity method and are included in earnings from non-controlled businesses in the preceding table."}
-{"_id": "BRK.A20230456", "title": "BRK.A Results of Operations", "text": "Earnings from our manufacturing, service and retailing businesses increased 2.0% in 2023 compared to 2022 and 12.5% in 2022 compared to 2021. Earnings in 2023 reflected increases at certain industrial products manufacturers and services businesses and the impact of Alleghany\u2019s non-insurance businesses acquired in 2022, partially offset by lower earnings from several of our other manufacturing businesses, and from certain of our service and retailing businesses. Operating results in 2022 were mixed among our various businesses. While customer demand for products and services was relatively good in 2022, we experienced weakening demand in the second half of the year at certain of our businesses, which continued through 2023."}
-{"_id": "BRK.A20230457", "title": "BRK.A Results of Operations", "text": "Investment and derivative contract gains (losses) in each of the three years predominantly derived from our investments in equity securities and included significant net unrealized gains and losses from market price changes. We believe that investment gains and losses on investments in equity securities, whether realized from dispositions or unrealized from changes in market prices, are generally meaningless in understanding our reported periodic results or evaluating the economic performance of our operating businesses. These gains and losses have caused and will continue to cause significant volatility in our periodic earnings. Investment and derivative contract gains (losses) also included an after-tax non-cash remeasurement gain of approximately $2.4 billion in the first quarter of 2023 related to our previously held 38.6% interest in PTC through the application of the acquisition accounting method."}
-{"_id": "BRK.A20230458", "title": "BRK.A Results of Operations", "text": "Other earnings included after-tax foreign exchange rate gains of approximately $200 million in 2023, $1.3 billion in 2022 and $1.0 billion in 2021 related to the non-U.S. Dollar denominated debt issued by Berkshire and its U.S.-based finance subsidiary, Berkshire Hathaway Finance Corporation (\u201cBHFC\u201d)."}
-{"_id": "BRK.A20230460", "title": "BRK.A Insurance\u2014Underwriting", "text": "Our management views our insurance businesses as possessing two distinct activities \u2013 underwriting and investing. Underwriting decisions are the responsibility of the unit managers, while investing decisions are the responsibility of Berkshire\u2019s Chairman and CEO, Warren E. Buffett and Berkshire\u2019s corporate investment managers. Accordingly, we evaluate performance of underwriting operations without any allocation of investment income or investment gains and losses. We consider investment income as an integral component of our aggregate insurance operating results. However, we consider investment gains and losses, whether realized or unrealized, as non-operating. We believe that such gains and losses are not meaningful in understanding the periodic operating results of our insurance businesses."}
-{"_id": "BRK.A20230461", "title": "BRK.A Insurance\u2014Underwriting", "text": "The timing and magnitude of catastrophe losses can produce significant volatility in our periodic underwriting results, particularly with respect to our reinsurance businesses. We currently consider pre-tax incurred losses exceeding $150 million from a current year catastrophic event to be significant. Significant catastrophe events in 2023 were a cyclone and floods in New Zealand and a hailstorm in Italy. In 2022, significant events were Hurricane Ian and floods in Australia, while significant events in 2021 included Hurricane Ida, floods in Europe and Winter Storm Uri."}
-{"_id": "BRK.A20230462", "title": "BRK.A Insurance\u2014Underwriting", "text": "Changes in estimates for unpaid losses and loss adjustment expenses, including amounts established for occurrences in prior years, can also significantly affect our periodic underwriting results. Unpaid loss estimates, including estimates under retroactive reinsurance contracts, were approximately $146 billion as of December 31, 2023 and $143 billion as of December 31, 2022. Our periodic underwriting results may also include foreign currency transaction gains and losses arising from the changes in the valuation of non-U.S. Dollar denominated liabilities of our U.S.-based subsidiaries due to foreign currency exchange rate fluctuations."}
-{"_id": "BRK.A20230463", "title": "BRK.A Insurance\u2014Underwriting", "text": "We provide primary insurance and reinsurance products covering property and casualty risks, as well as life and health risks. Our insurance and reinsurance businesses are GEICO, Berkshire Hathaway Primary Group (\u201cBH Primary\u201d) and Berkshire Hathaway Reinsurance Group (\u201cBHRG\u201d). Berkshire acquired Alleghany Corporation (\u201cAlleghany\u201d) on October 19, 2022. Alleghany conducts property and casualty insurance businesses through RSUI Group Inc. and CapSpecialty, Inc. (\u201cRSUI and CapSpecialty\u201d or \u201cAlleghany Insurance\u201d), and reinsurance businesses through Transatlantic Reinsurance Company and affiliates (\u201cTransRe Group\u201d). Underwriting results of Alleghany Insurance are included in BH Primary and underwriting results of TransRe Group are included in BHRG."}
-{"_id": "BRK.A20230464", "title": "BRK.A Insurance\u2014Underwriting", "text": "We strive to produce pre-tax underwriting earnings (defined as premiums earned less insurance losses/benefits incurred and underwriting expenses) over the long term in all business categories, except in BHRG\u2019s retroactive reinsurance and periodic payment annuity businesses. Time-value-of-money is an important element in establishing prices for retroactive reinsurance and periodic payment annuity policies. We normally receive premiums at the contract inception date, which are then available for investment. Ultimate claim payments can extend for decades and are expected to exceed premiums, producing underwriting losses over the claim settlement periods, primarily through deferred charge asset amortization and liability discount accretion charges."}
-{"_id": "BRK.A20230477", "title": "BRK.A Insurance\u2014Underwriting", "text": "Underwriting results of our insurance businesses are summarized below (dollars in millions). BHRG\u2019s pre-tax underwriting earnings in 2022 and 2021 were revised from amounts previously reported for the retrospective adoption of ASU 2018-12. ####2023######2022######2021## Pre-tax underwriting earnings (loss):################## GEICO##$##3,635####$##(1,880##)##$##1,259## Berkshire Hathaway Primary Group####1,374######393######607## Berkshire Hathaway Reinsurance Group####1,904######1,465######(755##) Pre-tax underwriting earnings (loss)####6,913######(22##)####1,111## Income taxes and noncontrolling interests####1,485######8######241## Net underwriting earnings (loss)##$##5,428####$##(30##)##$##870## Effective income tax rate####21.5##%####*######21.7##%"}
-{"_id": "BRK.A20230479", "title": "BRK.A \u2014\u2014\u2014\u2014\u2014\u2014", "text": "* Not meaningful."}
-{"_id": "BRK.A20230489", "title": "BRK.A GEICO", "text": "GEICO primarily writes private passenger automobile insurance, offering coverages to insureds in all 50 states and the District of Columbia. GEICO markets its policies mainly by direct response methods where most customers apply for coverage directly to the company via the Internet or over the telephone. GEICO also operates an insurance agency that offers primarily homeowners and renters insurance to its auto policyholders. A summary of GEICO\u2019s underwriting results follows (dollars in millions). ######2023##########2022########2021## ####Amount####%####Amount######%####Amount####% Premiums written##$##39,837######$##39,107########$##38,395#### Premiums earned##$##39,264####100.0##$##38,984######100.0##$##37,706####100.0 Losses and loss adjustment expenses####31,814####81.0####36,297######93.1####30,999####82.2 Underwriting expenses####3,815####9.7####4,567######11.7####5,448####14.5 Total losses and expenses####35,629####90.7####40,864######104.8####36,447####96.7 Pre-tax underwriting earnings (loss)##$##3,635######$##(1,880##)######$##1,259####"}
-{"_id": "BRK.A20230490", "title": "BRK.A GEICO", "text": "GEICO\u2019s pre-tax underwriting earnings in 2023 reflected higher average premiums per auto policy, lower claims frequencies, reductions in prior accident years\u2019 claims estimates and a reduction in advertising costs. However, average claims severities continued to rise in 2023 due to higher auto repair parts prices, labor costs and medical inflation. Pre-tax underwriting losses in 2022 reflected higher claims frequencies and significant increases in average claims severities, primarily due to substantial cost inflation, which began to accelerate in the second half of 2021 and continued through 2022. GEICO sought rate increases in numerous states in 2022 and 2023 in response to accelerating claims costs. GEICO also significantly reduced advertising expenditures in 2022 and 2023, which contributed to reductions of policies-in-force."}
-{"_id": "BRK.A20230492", "title": "BRK.A 2023 versus 2022", "text": "Premiums written increased $730 million (1.9%) in 2023 compared to 2022, reflecting higher average premiums per auto policy (16.8%) due to rate increases, partially offset by a 9.8% decrease in policies-in-force. Premiums earned increased $280 million (0.7%) in 2023 compared to 2022."}
-{"_id": "BRK.A20230493", "title": "BRK.A 2023 versus 2022", "text": "Losses and loss adjustment expenses decreased $4.5 billion (12.4%) in 2023 compared to 2022. GEICO\u2019s loss ratio (losses and loss adjustment expenses to premiums earned) was 81.0% in 2023, a decrease of 12.1 percentage points compared to 2022. The decline reflected the impact of higher average premiums per auto policy, lower claims frequencies and increased favorable development of prior accident years\u2019 claims estimates, partially offset by increases in average claims severities."}
-{"_id": "BRK.A20230498", "title": "BRK.A GEICO (Continued)", "text": "Claims frequencies in 2023 were lower for property damage and collision coverages (seven to eight percent range), while claims frequencies increased for bodily injury coverage (one to two percent range). Average claims severities in 2023 were higher for all coverages, including property damage (fourteen to sixteen percent range), collision (four to six percent range) and bodily injury (five to seven percent range). Losses and loss adjustment expenses included reductions in the ultimate loss estimates for prior accident years\u2019 claims of $1.5 billion in 2023 and $653 million in 2022. The reductions in each year were across several major coverages. In 2022, the reduction was partially offset by an increase in property damage prior years\u2019 claims incurred."}
-{"_id": "BRK.A20230499", "title": "BRK.A GEICO (Continued)", "text": "Underwriting expenses declined $752 million (16.5%) in 2023 compared to 2022. GEICO\u2019s expense ratio (underwriting expense to premiums earned) was 9.7% in 2023, a decrease of 2.0 percentage points compared to 2022, attributable to reduced advertising expenses and improved operating leverage. The earnings from GEICO\u2019s insurance agency (third-party commissions, net of operating expenses) are included as a reduction of underwriting expenses."}
-{"_id": "BRK.A20230501", "title": "BRK.A 2022 versus 2021", "text": "Premiums written increased $712 million (1.9%) in 2022 compared to 2021, reflecting increases in average premiums per auto policy due to rate increases, which were substantially offset by a decrease in policies-in-force. Voluntary auto policies-in-force declined 8.9% in 2022 compared to 2021 while average premiums per auto policy increased 10.5%. Premiums earned increased $1.3 billion (3.4%) in 2022 compared to 2021, partially attributable to a reduction in 2021 from the remaining impact of the GEICO Giveback program, which provided a premium reduction on voluntary auto and motorcycle policies from April 2020 to October 2020."}
-{"_id": "BRK.A20230502", "title": "BRK.A 2022 versus 2021", "text": "Losses and loss adjustment expenses increased $5.3 billion (17.1%) compared to 2021. GEICO\u2019s loss ratio was 93.1% in 2022, an increase of 10.9 percentage points over 2021. The increase was primarily attributable to higher claims frequencies and significantly higher severities, as well as lower reductions of ultimate loss estimates for prior years\u2019 events."}
-{"_id": "BRK.A20230503", "title": "BRK.A 2022 versus 2021", "text": "Claims frequencies in 2022 were higher for all coverages, including property damage (one to two percent range), bodily injury and collision (four to five percent range) and personal injury (three to four percent range). Average claims severities in 2022 were higher for all coverages, including property damage (twenty-one to twenty-two percent range), collision (fourteen to sixteen percent range) and bodily injury (nine to eleven percent range). Losses and loss adjustment expenses reflected reductions in the ultimate loss estimates for prior years\u2019 loss events of $653 million in 2022 and $1.8 billion in 2021. Losses and loss adjustment expenses were approximately $400 million from Hurricane Ian in 2022 and $375 million from Hurricane Ida in 2021."}
-{"_id": "BRK.A20230504", "title": "BRK.A 2022 versus 2021", "text": "Underwriting expenses decreased $881 million (16.2%) in 2022 compared to 2021, primarily due to significant reductions in advertising costs and lower employee-related costs. GEICO\u2019s expense ratio was 11.7% in 2022, a decrease of 2.8 percentage points compared to 2021, attributable to both the decrease in expenses as well as higher premiums earned."}
-{"_id": "BRK.A20230514", "title": "BRK.A Berkshire Hathaway Primary Group", "text": "The Berkshire Hathaway Primary Group consists of several independently managed businesses that provide a variety of primarily commercial insurance solutions, including healthcare professional liability, workers\u2019 compensation, automobile, general liability, property and specialty coverages for small, medium and large clients. BH Primary\u2019s insurers include Berkshire Hathaway Specialty Insurance (\u201cBHSI\u201d), Berkshire Hathaway Homestate Companies (\u201cBHHC\u201d), MedPro Group, Berkshire Hathaway GUARD Insurance Companies (\u201cGUARD\u201d), National Indemnity Company (\u201cNICO Primary\u201d), Berkshire Hathaway Direct Insurance Company (\u201cBH Direct\u201d) and U.S. Liability Insurance Company (\u201cUSLI\u201d). This group also includes RSUI and CapSpecialty beginning October 19, 2022. ######2023########2022########2021## ####Amount####%####Amount####%####Amount####% Premiums written##$##18,142######$##14,619######$##12,595#### Premiums earned##$##17,129####100.0##$##13,746####100.0##$##11,575####100.0 Losses and loss adjustment expenses####11,224####65.5####9,889####71.9####8,107####70.0 Underwriting expenses####4,531####26.5####3,464####25.2####2,861####24.8 Total losses and expenses####15,755####92.0####13,353####97.1####10,968####94.8 Pre-tax underwriting earnings##$##1,374######$##393######$##607####"}
-{"_id": "BRK.A20230519", "title": "BRK.A Berkshire Hathaway Primary Group (Continued)", "text": "Premiums written increased $3.5 billion (24.1%) in 2023 compared to 2022. The increase was primarily due to RSUI and CapSpecialty ($2.1 billion), as well as comparative increases from BHSI and BH Direct, and to a lesser extent the other businesses. Premiums written increased $2.0 billion (16.1%) in 2022 compared to 2021, reflecting increases at BHSI (16%), USLI (16%), BHHC (15%) and MedPro Group (10%) across a variety of coverages and in several markets, and from the acquisition of RSUI and CapSpecialty ($435 million)."}
-{"_id": "BRK.A20230520", "title": "BRK.A Berkshire Hathaway Primary Group (Continued)", "text": "Losses and loss adjustment expenses increased $1.3 billion (13.5%) in 2023 compared to 2022, which increased $1.8 billion (22.0%) versus 2021. The loss ratio decreased 6.4 percentage points in 2023 compared to 2022, reflecting lower incurred losses from current year catastrophes and changes in business mix, including the impact of RSUI and CapSpecialty."}
-{"_id": "BRK.A20230521", "title": "BRK.A Berkshire Hathaway Primary Group (Continued)", "text": "Incurred losses from significant catastrophes were $37 million in 2023 and $641 million in 2022. Incurred losses and loss adjustment expenses also reflected net reductions in estimated ultimate liabilities for prior years\u2019 loss events of $537 million in 2023 and $428 million in 2022, primarily due to reductions in ultimate medical professional liability and property losses. In 2021, we incurred losses of $433 million from significant catastrophes and recorded net reductions in estimated ultimate liabilities for prior years\u2019 loss events of $631 million."}
-{"_id": "BRK.A20230522", "title": "BRK.A Berkshire Hathaway Primary Group (Continued)", "text": "BH Primary insurers write significant levels of workers\u2019 compensation, commercial and professional liability insurance and the related claim costs may be subject to high severity and long claim-tails. Ultimate claim liabilities could be greater than anticipated due to a variety of factors, including adverse legal and judicial rulings."}
-{"_id": "BRK.A20230523", "title": "BRK.A Berkshire Hathaway Primary Group (Continued)", "text": "Underwriting expenses increased $1.1 billion (30.8%) in 2023 compared to 2022 and $603 million (21.1%) in 2022 compared to 2021. The increases were primarily attributable to the increases in premiums earned and changes in business mix, including the effects of the acquisition of RSUI and CapSpecialty."}
-{"_id": "BRK.A20230525", "title": "BRK.A Berkshire Hathaway Reinsurance Group", "text": "The Berkshire Hathaway Reinsurance Group (\u201cBHRG\u201d) offers excess-of-loss and quota-share reinsurance coverages on property and casualty risks to insurers and reinsurers worldwide through several subsidiaries, led by National Indemnity Company (\u201cNICO\u201d), General Reinsurance Corporation, General Reinsurance AG and, beginning on October 19, 2022, TransRe Group. We also write life and health reinsurance coverages through General Re Life Corporation, General Reinsurance AG and Berkshire Hathaway Life Insurance Company of Nebraska (\u201cBHLN\u201d). We assume property and casualty risks under retroactive reinsurance contracts written through NICO and we write periodic payment annuity contracts through BHLN."}
-{"_id": "BRK.A20230534", "title": "BRK.A Berkshire Hathaway Reinsurance Group", "text": "A summary of BHRG\u2019s premiums and pre-tax underwriting results follows (in millions). The retrospective adoption of ASU 2018-12 increased BHRG\u2019s pre-tax underwriting earnings $76 million in 2022 and reduced pre-tax underwriting losses $175 million in 2021 from the amounts previously reported. ########Premiums earned##############Pre-tax underwriting earnings (loss)######## ####2023####2022####2021####2023######2022######2021## Property/casualty##$##21,938##$##16,040##$##13,740##$##3,508####$##2,180####$##667## Life/health####5,072####5,224####5,648####354######109######(237##) Retroactive reinsurance####\u2014####\u2014####136####(1,541##)####(668##)####(782##) Periodic payment annuity####\u2014####582####655####(650##)####(623##)####(572##) Variable annuity####\u2014####\u2014####\u2014####233######467######169## ##$##27,010##$##21,846##$##20,179##$##1,904####$##1,465####$##(755##)"}
-{"_id": "BRK.A20230548", "title": "BRK.A Property/casualty", "text": "A summary of property/casualty reinsurance underwriting results follows (dollars in millions). ######2023########2022########2021## ####Amount####%####Amount####%####Amount####% Premiums written##$##22,360######$##16,962######$##14,149#### Premiums earned##$##21,938####100.0##$##16,040####100.0##$##13,740####100.0 Losses and loss adjustment expenses####12,664####57.7####10,605####66.1####9,878####71.9 Underwriting expenses####5,766####26.3####3,255####20.3####3,195####23.2 Total losses and expenses####18,430####84.0####13,860####86.4####13,073####95.1 Pre-tax underwriting earnings##$##3,508######$##2,180######$##667####"}
-{"_id": "BRK.A20230549", "title": "BRK.A Property/casualty", "text": "Premiums written in 2023 increased 31.8% over 2022, which increased 19.9% over 2021. Premiums written included $5.3 billion in 2023 and $1.0 billion in 2022 from TransRe Group. Excluding TransRe Group, premiums written in 2023 increased $1.1 billion (7.1%) compared to 2022, while premiums written increased 12.9% in 2022 compared to 2021. The increase in 2023 reflected net increases in new property business and higher rates. We have written considerable levels of property business in recent years and we generally do not retrocede the risks we assume. Our periodic underwriting earnings are subject to considerable volatility from significant catastrophe loss events."}
-{"_id": "BRK.A20230550", "title": "BRK.A Property/casualty", "text": "Losses and loss adjustment expenses increased $2.1 billion in 2023 and $727 million in 2022 versus the corresponding prior year. Overall, the loss ratio declined 8.4 percentage points in 2023 compared to 2022, which decreased 5.8 percentage points versus 2021. Losses included $3.2 billion in 2023 and $638 million in 2022 from TransRe Group. Excluding TransRe Group, losses and loss adjustment expenses decreased $509 million (5.1%) in 2023 compared to 2022 and increased $89 million in 2022 compared to 2021. Losses incurred from significant current year catastrophes were approximately $900 million in 2023, $2.0 billion in 2022 and $2.1 billion in 2021. The reductions in estimated ultimate liabilities for losses occurring in prior accident years were $1.4 billion in 2023, $1.6 billion in 2022 and $718 million in 2021, attributable to lower than expected property and casualty losses."}
-{"_id": "BRK.A20230551", "title": "BRK.A Property/casualty", "text": "Underwriting expenses increased $2.5 billion in 2023 compared to 2022. The expense ratio increased 6.0 percentage points in 2023 compared to 2022, which declined 2.9 percentage points compared to 2021. The comparative changes in the expense ratio were primarily attributable to changes in foreign currency exchange rates related to the remeasurement of certain non-U.S. Dollar denominated liabilities and changes in business mix, including the impact of TransRe Group. Underwriting expenses included pre-tax foreign currency exchange losses of $189 million in 2023 and gains of $371 million in 2022 and $173 million in 2021."}
-{"_id": "BRK.A20230561", "title": "BRK.A Life/health", "text": "A summary of our life/health reinsurance underwriting results follows (dollars in millions). ######2023########2022##########2021## ####Amount####%####Amount####%####Amount######% Premiums written##$##5,093######$##5,185######$##5,621###### Premiums earned##$##5,072####100.0##$##5,224####100.0##$##5,648######100.0 Life and health benefits####3,593####70.8####4,112####78.7####4,749######84.1 Underwriting expenses####1,125####22.2####1,003####19.2####1,136######20.1 Total benefits and expenses####4,718####93.0####5,115####97.9####5,885######104.2 Pre-tax underwriting earnings (loss)##$##354######$##109######$##(237##)####"}
-{"_id": "BRK.A20230562", "title": "BRK.A Life/health", "text": "Pre-tax underwriting earnings in 2023 included a gain of $134 million from the commutation of several U.S. life reinsurance contracts, which reduced premiums earned by $164 million and life and health benefits incurred and underwriting expenses by $298 million. Otherwise, premiums earned were substantially unchanged and life benefits incurred decreased 5.3% in 2023 versus 2022. The underwriting expense ratio increased 3.0 percentage points in 2023 versus 2022, primarily attributable to the impact of the commutations and increased underwriting expenses."}
-{"_id": "BRK.A20230567", "title": "BRK.A Berkshire Hathaway Reinsurance Group (Continued)", "text": "Premiums written declined $436 million (7.8%) in 2022 compared to 2021, primarily due to unfavorable foreign currency translation effects and, to a lesser extent, lower volume in the Asia-Pacific region. Life and health benefits incurred declined $637 million (13.4%) in 2022 compared to 2021, primarily due to high pandemic-related life claims in the U.S., South Africa, India and Latin America in 2021."}
-{"_id": "BRK.A20230569", "title": "BRK.A Retroactive reinsurance", "text": "Pre-tax underwriting losses from retroactive reinsurance in each period derived from the amortization of deferred charges and the effects of changes in the estimated timing and amounts of future claim payments. Underwriting results also included pre-tax foreign currency exchange losses of $57 million in 2023 and pre-tax gains of $168 million in 2022 and $58 million in 2021. Before foreign currency exchange effects, pre-tax underwriting losses were $1.5 billion in 2023, $836 million in 2022 and $840 million in 2021."}
-{"_id": "BRK.A20230570", "title": "BRK.A Retroactive reinsurance", "text": "Estimated ultimate claim liabilities increased $1.1 billion in the fourth quarter of 2023, which net of changes in unamortized deferred charges, produced pre-tax underwriting losses of approximately $650 million. The increase in ultimate liabilities derived from higher asbestos, environmental and other casualty claims estimates. We increased estimated ultimate claim liabilities for prior years\u2019 contracts $86 million in 2022 and reduced estimated ultimate liabilities $974 million in 2021. The reductions in 2021, net of changes in unamortized deferred charges, produced pre-tax underwriting earnings of $142 million."}
-{"_id": "BRK.A20230571", "title": "BRK.A Retroactive reinsurance", "text": "Unpaid losses assumed under retroactive reinsurance contracts were $34.6 billion at December 31, 2023, a decline of $768 million since December 31, 2022. Unamortized deferred charges on retroactive reinsurance contracts were $9.5 billion at December 31, 2023, a decline of $375 million since December 31, 2022. Deferred charge amortization will be included in underwriting earnings over the expected remaining claims settlement periods."}
-{"_id": "BRK.A20230573", "title": "BRK.A Periodic payment annuity", "text": "Periodic payment annuity business is price and demand sensitive and the supply of available business is affected by the timing of underlying legal claim settlements. Our volumes written may change rapidly due to changes in prices, as well as the level of competition. Beginning in the latter part of 2022, prices for new business declined to unacceptable levels and we have since not written new business."}
-{"_id": "BRK.A20230574", "title": "BRK.A Periodic payment annuity", "text": "Our periodic payment annuity contracts produced pre-tax underwriting losses in each period from the recurring accretion of time-value discounted liabilities, which includes liabilities for contracts without life contingencies. Underwriting results also included pre-tax foreign currency exchange losses of $60 million in 2023, gains of $71 million in 2022 and losses of $18 million in 2021."}
-{"_id": "BRK.A20230575", "title": "BRK.A Periodic payment annuity", "text": "Pre-tax underwriting losses before foreign currency exchange effects were $590 million in 2023, $694 million in 2022 and $554 million in 2021. Losses in 2022 included approximately $130 million from the termination of an existing reinsurance contract in which the settlement payable exceeded the carrying value of the liabilities. Discounted periodic payment annuity liabilities were $15.2 billion at December 31, 2023, including liabilities of $4.0 billion for contracts without life contingencies. We adopted ASU 2018-12 on January 1, 2023, which requires quarterly adjustments of the discount rates on contracts with life-contingent liabilities based upon prevailing interest rates, with the effects of discount rate changes included in other comprehensive income."}
-{"_id": "BRK.A20230577", "title": "BRK.A Variable annuity", "text": "Our variable annuity guarantee reinsurance contracts produced pre-tax earnings of $233 million in 2023, $467 million in 2022 and $169 million in 2021. Earnings are affected by changes in securities markets, interest rates and foreign currency exchange rates, which can be volatile. These contracts have been in run-off for many years."}
-{"_id": "BRK.A20230589", "title": "BRK.A Insurance\u2014Investment Income", "text": "A summary of net investment income attributable to our insurance operations follows (dollars in millions). ######################Percentage change#### ####2023######2022######2021####2023 vs 2022####2022 vs 2021## Dividend income##$##5,500####$##6,039####$##5,060####(8.9##)%##19.3##% Interest and other investment income####6,081######1,685######589####*####186.1## Pre-tax net investment income####11,581######7,724######5,649####49.9####36.7## Income taxes and noncontrolling interests####2,014######1,240######842########## Net investment income##$##9,567####$##6,484####$##4,807########## Effective income tax rate####17.4##%####16.0##%####14.9##%########"}
-{"_id": "BRK.A20230591", "title": "BRK.A \u2014\u2014\u2014\u2014\u2014\u2014", "text": "* Not meaningful."}
-{"_id": "BRK.A20230592", "title": "BRK.A \u2014\u2014\u2014\u2014\u2014\u2014", "text": "Dividend income declined $539 million (8.9%) in 2023 compared to 2022 and increased $979 million (19.3%) in 2022 compared to 2021. The reduction in 2023 reflected the impact of net dispositions of investments since the end of the third quarter of 2022, partially offset by higher dividend rates on certain of our holdings. The increase in 2022 was primarily attributable to a net increase in equity security investments. Dividend income also included $34 million in 2023, $46 million in 2022 and $121 million in 2021 from BHE preferred stock. Such amounts were deducted from earnings of the BHE segment. Dividend income varies from period to period due to changes in the investment portfolio and the frequency and timing of dividends from certain investees."}
-{"_id": "BRK.A20230593", "title": "BRK.A \u2014\u2014\u2014\u2014\u2014\u2014", "text": "Interest and other investment income increased $4.4 billion in 2023 compared to 2022 and increased $1.1 billion in 2022 compared to 2021. The increases were primarily due to increases in interest rates, as well as the inclusion of interest income from Alleghany\u2019s insurance subsidiaries. We continue to hold substantial balances in short-term investments, including U.S. Treasury Bills. We continue to believe that maintaining ample liquidity is paramount and we insist on safety over yield with respect to short-term investments."}
-{"_id": "BRK.A20230594", "title": "BRK.A \u2014\u2014\u2014\u2014\u2014\u2014", "text": "Invested assets of our insurance businesses derive from shareholder capital and net liabilities assumed under insurance and reinsurance contracts or \u201cfloat.\u201d The major components of float are unpaid losses and loss adjustment expenses, including liabilities under retroactive reinsurance contracts, life, annuity and health benefit liabilities, unearned premiums and other liabilities due to policyholders, which are reduced by insurance premiums receivable, reinsurance receivables, deferred charges assumed under retroactive reinsurance contracts and deferred policy acquisition costs. The effect of discount rate changes recorded in accumulated other comprehensive income in the Consolidated Balance Sheets for long-duration insurance contracts are excluded from float, as such amounts are not included in underwriting earnings in the Consolidated Statements of Earnings. Float was approximately $169 billion at December 31, 2023, $164 billion at December 31, 2022 and $147 billion at December 31, 2021. Our combined insurance operations generated pre-tax underwriting gains in 2023 and 2021, and the average cost of float was negative in those years. Our pre-tax underwriting losses in 2022 were $22 million and the cost of float was nominal."}
-{"_id": "BRK.A20230602", "title": "BRK.A \u2014\u2014\u2014\u2014\u2014\u2014", "text": "A summary of cash and investments held in our insurance businesses as of December 31, 2023 and 2022 follows (in millions). ######December 31,#### ####2023######2022 Cash, cash equivalents and U.S. Treasury Bills##$##121,845####$##86,816 Equity securities####345,653######298,934 Fixed maturity securities####23,617######24,998 Other####1,188######3,417 ##$##492,303####$##414,165"}
-{"_id": "BRK.A20230612", "title": "BRK.A Insurance\u2014Investment Income", "text": "Fixed maturity investments as of December 31, 2023 were as follows (in millions). ####Amortized Cost####Unrealized Gains (Losses)######Carrying Value U.S. Treasury, U.S. government corporations and agencies##$##10,300##$##(40##)##$##10,260 Foreign governments####11,695####17######11,712 Corporate bonds####1,205####238######1,443 Other####186####16######202 ##$##23,386##$##231####$##23,617"}
-{"_id": "BRK.A20230613", "title": "BRK.A Insurance\u2014Investment Income", "text": "U.S. government obligations are rated AA+ or Aaa by the major rating agencies. Approximately 95% of our foreign government obligations were rated AA or higher by at least one of the major rating agencies. Foreign government securities include obligations issued or unconditionally guaranteed by national or provincial government entities."}
-{"_id": "BRK.A20230632", "title": "BRK.A Railroad", "text": "Burlington Northern Santa Fe, LLC (\u201cBNSF\u201d) operates one of the largest railroad systems in North America, with over 32,500 route miles of track in 28 states. BNSF also operates in three Canadian provinces. BNSF classifies its major business groups by type of product shipped including consumer products, industrial products, agricultural products and coal. A summary of BNSF\u2019s earnings follows (dollars in millions). ######################Percentage change#### ####2023######2022######2021####2023 vs 2022####2022 vs 2021## Railroad operating revenues##$##23,474####$##25,203####$##22,513####(6.9##)%##11.9##% Railroad operating expenses:########################## Compensation and benefits####5,500######5,253######4,696####4.7####11.9## Fuel####3,684######4,581######2,766####(19.6##)##65.6## Purchased services####2,049######2,102######2,033####(2.5##)##3.4## Depreciation and amortization####2,617######2,517######2,444####4.0####3.0## Equipment rents, materials and other####2,209######2,147######1,763####2.9####21.8## Total####16,059######16,600######13,702####(3.3##)##21.2## Railroad operating earnings####7,415######8,603######8,811########## Interest expense####(1,048##)####(1,025##)####(1,032##)######## Other revenues (expenses), net####247######130######82########## Pre-tax earnings####6,614######7,708######7,861########## Income taxes####1,527######1,762######1,871########## Net earnings##$##5,087####$##5,946####$##5,990########## Effective income tax rate####23.1##%####22.9##%####23.8##%########"}
-{"_id": "BRK.A20230640", "title": "BRK.A Railroad", "text": "A summary of BNSF\u2019s railroad freight volumes by business group (cars/units in thousands) follows. ####Cars/Units######Percentage change#### ##2023##2022##2021##2023 vs 2022####2022 vs 2021## Consumer products##4,765##5,202##5,673##(8.4##)%##(8.3##)% Industrial products##1,605##1,618##1,709##(0.8##)##(5.3##) Agricultural products##1,165##1,200##1,224##(2.9##)##(2.0##) Coal##1,468##1,529##1,529##(4.0##)##\u2014## ##9,003##9,549##10,135##(5.7##)##(5.8##)"}
-{"_id": "BRK.A20230642", "title": "BRK.A 2023 versus 2022", "text": "Railroad operating revenues declined 6.9% in 2023 compared to 2022, reflecting an overall volume decrease of 5.7% and a decrease in average revenue per car/unit of 0.6%, primarily attributable to lower fuel surcharge revenue, partially offset by favorable price and mix. Pre-tax earnings were $6.6 billion in 2023, a decline of 14.2% from 2022, reflecting lower volumes and higher non-fuel operating costs, partially offset by lower fuel costs."}
-{"_id": "BRK.A20230646", "title": "BRK.A Railroad", "text": "Operating revenues from consumer products declined 14.7% in 2023 to $7.9 billion compared to 2022, reflecting a volume decrease of 8.4% and lower average revenue per car/unit. The volume decrease was primarily due to lower intermodal shipments resulting from reduced West Coast imports, the loss of an intermodal customer and competition from lower spot rates in the trucking market, which has impacted our domestic intermodal demand. These declines were partially offset by an increase in automotive volume from higher vehicle production."}
-{"_id": "BRK.A20230647", "title": "BRK.A Railroad", "text": "Operating revenues from industrial products were $5.7 billion in 2023, an increase of 1.8% from 2022, reflecting higher average revenue per car/unit, partially offset by a volume decrease of 0.8%. The volume decline was primarily due to lower demand for chemicals, plastics, minerals, paper and lumber, partially offset by increased shipments of steel and aggregates from infrastructure demand."}
-{"_id": "BRK.A20230648", "title": "BRK.A Railroad", "text": "Operating revenues from agricultural products decreased 2.8% to $5.6 billion in 2023 compared to 2022, attributable to a volume decrease of 2.9%, partially offset by slightly higher average revenue per car/unit. The volume decrease was primarily due to lower grain exports, partially offset by higher volumes of domestic grains and feedstocks and renewable diesel."}
-{"_id": "BRK.A20230649", "title": "BRK.A Railroad", "text": "Operating revenues from coal declined 3.4% to $3.8 billion in 2023 compared to 2022. The revenue decrease was attributable to a volume decrease of 4.0%, partially offset by higher average revenue per car/unit. The volume decline reflected moderating demand attributable to lower natural gas prices."}
-{"_id": "BRK.A20230650", "title": "BRK.A Railroad", "text": "Railroad operating expenses were $16.1 billion in 2023, a decline of $541 million (3.3%) compared to 2022. The ratio of railroad operating expenses to railroad operating revenues increased 2.5 percentage points to 68.4% in 2023 versus 2022. Fuel expenses declined $897 million (19.6%) compared to 2022, reflecting lower average fuel prices, lower volumes and improved efficiency. Compensation and benefits expenses increased $247 million (4.7%) in 2023 compared to 2022, primarily due to higher headcount and wage inflation. Other revenues (expenses), net increased 90% compared to 2022, primarily due to an increase in interest income driven by higher interest rates."}
-{"_id": "BRK.A20230652", "title": "BRK.A 2022 versus 2021", "text": "Railroad operating revenues increased 11.9% in 2022 compared to 2021, reflecting an 18.9% increase in average revenue per car/unit, including the impact from higher fuel surcharge revenue driven by higher fuel prices, partially offset by lower volumes of 5.8%. BNSF\u2019s pre-tax earnings decreased 1.9% in 2022 from 2021. Pre-tax earnings in 2022 were impacted by lower volumes and higher fuel and other operating costs, offset by higher yield and fuel surcharge revenue."}
-{"_id": "BRK.A20230653", "title": "BRK.A 2022 versus 2021", "text": "Operating revenues from consumer products increased 11.8% in 2022 to $9.2 billion compared to 2021, reflecting higher average revenue per car/unit, partially offset by a volume decrease of 8.3%. The volume decrease was primarily due to lower intermodal shipments, resulting from supply chain disruptions and lower West Coast imports during the second half of the year."}
-{"_id": "BRK.A20230654", "title": "BRK.A 2022 versus 2021", "text": "Operating revenues from industrial products were $5.6 billion in 2022, an increase of 5.6% from 2021, reflecting higher average revenue per car/unit, partially offset by a volume decrease of 5.3%. The volume decrease was primarily due to a decrease in petroleum products related to lower demand for shipments of crude by rail and lower building products, steel and taconite shipments, partially offset by increased mineral shipments."}
-{"_id": "BRK.A20230655", "title": "BRK.A 2022 versus 2021", "text": "Operating revenues from agricultural products increased 12.6% to $5.7 billion in 2022 compared to 2021. The revenue increase reflected higher revenue per car/unit partially offset by lower volumes of 2.0%. The decrease in volumes was primarily due to lower grain exports and fertilizer shipments, partially offset by higher volumes of domestic grains, renewable diesel and feedstocks."}
-{"_id": "BRK.A20230656", "title": "BRK.A 2022 versus 2021", "text": "Operating revenues from coal increased 21.7% to $3.9 billion in 2022 compared to 2021, attributable to higher average revenue per car/unit. Coal volumes were unchanged compared to 2021."}
-{"_id": "BRK.A20230657", "title": "BRK.A 2022 versus 2021", "text": "Railroad operating expenses were $16.6 billion in 2022, an increase of $2.9 billion (21.2%) compared to 2021. Our ratio of railroad operating expenses to railroad operating revenues increased 5.0 percentage points to 65.9% in 2022 versus 2021. The operating expense increase was primarily attributable to significant increases in the cost of fuel, as well as higher compensation and benefits expenses. Compensation and benefits expenses increased $557 million (11.9%) in 2022 compared to 2021, primarily due to wage inflation, including the impact from the ratified union labor agreements, higher health and welfare costs and lower productivity. Fuel expenses increased $1.8 billion (65.6%) in 2022 compared to 2021, primarily due to higher average fuel prices, partially offset by lower volumes. Equipment rents, materials and other expenses increased $384 million (21.8%) in 2022 compared to 2021, due to general inflation, lower gains from land and easement sales and higher casualty and litigation costs."}
-{"_id": "BRK.A20230661", "title": "BRK.A Utilities and Energy", "text": "We currently own 92% of Berkshire Hathaway Energy Company (\u201cBHE\u201d), which operates a global energy business. BHE\u2019s domestic regulated utility interests include PacifiCorp, MidAmerican Energy Company (\u201cMEC\u201d) and NV Energy. BHE\u2019s natural gas pipelines consist of five domestic regulated interstate natural gas pipeline systems and a liquefied natural gas export, import and storage facility. Other energy businesses include subsidiaries that operate two regulated electricity distribution businesses in Great Britain (\u201cNorthern Powergrid\u201d), a regulated electricity transmission-only business in Alberta, Canada, a diversified portfolio of mostly renewable independent power projects and investments and an unregulated retail energy services company. BHE also operates a residential real estate brokerage business and a large network of real estate brokerage franchises in the United States."}
-{"_id": "BRK.A20230682", "title": "BRK.A Utilities and Energy", "text": "The rates our regulated businesses charge customers for energy and services are largely based on the costs of business operations, including income taxes and a return on capital, and are subject to regulatory approval. To the extent such costs are not allowed in the approved rates, operating results will be adversely affected. A summary of BHE\u2019s net earnings follows (dollars in millions). ####2023######2022######2021## Revenues:################## Energy operating revenue##$##21,280####$##21,069####$##18,935## Real estate operating revenue####4,322######5,268######6,215## Other income (loss)####406######56######(54##) Total revenue####26,008######26,393######25,096## Costs and expense:################## Energy cost of sales####7,057######6,757######5,504## Energy operating expenses####11,412######9,233######8,535## Real estate operating costs and expenses####4,316######5,117######5,710## Interest expense####2,283######2,140######2,054## Total costs and expenses####25,068######23,247######21,803## Pre-tax earnings####940######3,146######3,293## Income tax benefit*####(2,022##)####(1,629##)####(1,153##) Net earnings after income taxes####2,962######4,775######4,446## Noncontrolling interests of BHE subsidiaries####352######423######399## Net earnings attributable to BHE####2,610######4,352######4,047## Noncontrolling interests and preferred stock dividends####279######448######475## Net earnings attributable to Berkshire Hathaway shareholders##$##2,331####$##3,904####$##3,572## Effective income tax rate####(215.1##)%####(51.8##)%####(35.0##)%"}
-{"_id": "BRK.A20230684", "title": "BRK.A \u2014\u2014\u2014\u2014\u2014\u2014", "text": "* Includes significant production tax credits from wind-powered electricity generation."}
-{"_id": "BRK.A20230693", "title": "BRK.A \u2014\u2014\u2014\u2014\u2014\u2014", "text": "The discussion of BHE\u2019s operating results that follows is based on after-tax earnings, reflecting how the energy businesses are managed and evaluated. A summary of net earnings attributable to BHE follows (dollars in millions). ######################Percentage change#### ####2023######2022######2021####2023 vs 2022####2022 vs 2021## U.S. utilities##$##906####$##2,295####$##2,211####(60.5##)%##3.8##% Natural gas pipelines####1,079######1,040######807####3.8####28.9## Other energy businesses####1,024######1,356######987####(24.5##)##37.4## Real estate brokerage####13######100######387####(87.0##)##(74.2##) Corporate interest and other####(412##)####(439##)####(345##)##(6.2##)##27.2## ##$##2,610####$##4,352####$##4,047####(40.0##)##7.5##"}
-{"_id": "BRK.A20230698", "title": "BRK.A 2023 versus 2022", "text": "Our U.S. utilities operate independently in several states, including Oregon, Utah, Wyoming and other Western states (PacifiCorp), Iowa and Illinois (MEC) and Nevada (NV Energy). After-tax earnings decreased $1.4 billion in 2023 compared to 2022. The decline reflected an increase in energy operating expenses, including an increase in estimated pre-tax loss accruals of $1.6 billion, net of expected insurance recoveries, for wildfires in 2020 and in 2022 that arose in Oregon and California (\u201cWildfires\u201d). See Note 27 to the Consolidated Financial Statements for additional information on the Wildfires. The decline in earnings also reflected higher interest expense and lower electric utility margin (operating revenue less cost of sales). These items were partially offset by increases in interest and other income and lower depreciation and amortization expense."}
-{"_id": "BRK.A20230699", "title": "BRK.A 2023 versus 2022", "text": "The U.S. utilities\u2019 electric utility margin was $7.5 billion in 2023, a decrease of $170 million (2.2%) versus 2022. The decline reflected lower volumes and wholesale rates, as well as increased energy costs, partially offset by an increase in retail customer rates in certain territories. Retail customer volumes decreased 0.8% overall (down 0.8% at PacifiCorp and 2.6% at NV Energy and up 1.3% at MEC) in 2023 compared to 2022, primarily due to the unfavorable impact of weather, partially offset by higher customer usage and an overall increase in the average number of customers."}
-{"_id": "BRK.A20230700", "title": "BRK.A 2023 versus 2022", "text": "After-tax earnings of natural gas pipelines increased $39 million (3.8%) in 2023 compared to 2022. The increase reflected higher regulated transportation and storage services revenues from certain general rate cases and increased earnings from the acquisition of an additional 50% ownership interest in the Cove Point liquefied natural gas export, import and storage facility on September 1, 2023, partially offset by higher operating expenses."}
-{"_id": "BRK.A20230701", "title": "BRK.A 2023 versus 2022", "text": "After-tax earnings of other energy businesses decreased $332 million (24.5%) in 2023 compared to 2022. The decline reflected lower earnings at Northern Powergrid due to unfavorable results at a natural gas exploration project, including the write-off of capitalized exploration costs and lower gas production volumes and prices, as well as from higher deferred income tax expense related to the enactment of the Energy Profits Levy income tax in the United Kingdom. The earnings decline was also attributable to lower earnings from renewable energy and retail services businesses. The decline in renewable energy and retail services earnings was primarily due to lower income tax benefits, higher operating expenses, lower solar and wind generation at owned projects and the impact of unfavorable changes in valuations of derivatives contracts, partially offset by debt extinguishment gains."}
-{"_id": "BRK.A20230702", "title": "BRK.A 2023 versus 2022", "text": "After-tax earnings of real estate brokerage decreased $87 million (87.0%) in 2023 compared to 2022. The decrease reflected lower brokerage services revenues and margins, primarily due to a 19% reduction in closed brokerage transaction volumes, as well as lower mortgage services revenues and margins from a 28% decrease in closed transaction volumes. These declines were attributable to the impact of rising interest rates and lower existing home sales."}
-{"_id": "BRK.A20230703", "title": "BRK.A 2023 versus 2022", "text": "Corporate interest and other after-tax earnings increased $27 million in 2023 compared to 2022, reflecting higher interest and other income, partially offset by unfavorable consolidated income tax adjustments, largely state-related, and higher BHE corporate interest expense from an April 2022 debt issuance."}
-{"_id": "BRK.A20230705", "title": "BRK.A 2022 versus 2021", "text": "The U.S. utilities after-tax earnings increased $84 million in 2022 compared to 2021. The earnings increase reflected higher electric utility margin and a $157 million increase in production tax credits recognized on new wind-powered generating facilities placed in-service at PacifiCorp and MEC, partially offset by higher operating expenses and state income taxes. Operating expenses increased due to higher costs associated with certain regulatory mechanisms at MEC and NV Energy, increases in general and plant maintenance costs, incremental depreciation expense from additional assets placed in-service and an increase in estimated pre-tax loss accruals of $60 million for the Wildfires, net of expected insurance recoveries."}
-{"_id": "BRK.A20230706", "title": "BRK.A 2022 versus 2021", "text": "The U.S. utilities\u2019 electric utility margin was $7.7 billion in 2022, an increase of $586 million (8.3%) compared to 2021. The increase reflected higher operating revenue from favorable retail and wholesale pricing and increases in retail customer volumes, partially offset by increases in thermal generation and purchased power costs. Retail customer volumes increased 2.4% (1.6% at PacifiCorp, 4.3% at MEC and 2.2% at NV Energy) in 2022 compared to 2021, primarily due to higher customer usage, an increase in the average number of customers and the favorable impact of weather."}
-{"_id": "BRK.A20230710", "title": "BRK.A Utilities and Energy", "text": "Natural gas pipelines\u2019 after-tax earnings increased $233 million in 2022 compared to 2021. Substantially all of the increase was derived from BHE GT&S, primarily attributable to higher regulated storage and service revenues from a general rate case settlement and higher revenues and margins from non-regulated activities, as well as income tax adjustments."}
-{"_id": "BRK.A20230711", "title": "BRK.A Utilities and Energy", "text": "Other energy businesses\u2019 after-tax earnings increased $369 million in 2022 compared to 2021. The increase was primarily due to increased wind tax equity investment earnings of $200 million and the impact in 2021 on income tax expense of $109 million related to the enactment in 2021 of an increase in the United Kingdom corporate income tax rate from 19% to 25%, effective April 1, 2023. The earnings increase also reflected higher operating revenue from owned renewable energy projects and earnings from new gas exploration and solar projects, partially offset by lower earnings from natural gas generating facilities and unfavorable foreign currency translation effects. The increase in wind tax equity investment earnings was attributable to the impact of losses in 2021 on pre-existing tax equity investments due to the February 2021 winter storms, as well as increased income tax benefits from projects reaching commercial operation over the past twelve months."}
-{"_id": "BRK.A20230712", "title": "BRK.A Utilities and Energy", "text": "Real estate brokerage after-tax earnings decreased $287 million in 2022 compared to 2021. The decrease reflected lower brokerage services revenues and margins, primarily due to an 11% reduction in closed brokerage transaction volumes, as well as lower mortgage services revenues and margins from a 40% decrease in closed transaction volumes, attributable to lower homeowner refinancing activity resulting from rising interest rates."}
-{"_id": "BRK.A20230713", "title": "BRK.A Utilities and Energy", "text": "Corporate interest and other after-tax earnings decreased $94 million in 2022 compared to 2021. The decrease was primarily due to lower state income tax benefits and higher interest expense from corporate debt issued in 2022."}
-{"_id": "BRK.A20230715", "title": "BRK.A Pilot Travel Centers, LLC (\u201cPTC\u201d)", "text": "PTC operates travel centers, primarily under the names Pilot or Flying J, and fuel-only retail locations. PTC also operates large wholesale fuel and fuel marketing platforms in the U.S. A substantial portion of PTC\u2019s revenues and earnings derive from marketing fuel on a wholesale and retail basis and from other energy-related activities."}
-{"_id": "BRK.A20230716", "title": "BRK.A Pilot Travel Centers, LLC (\u201cPTC\u201d)", "text": "Through January 31, 2023, we owned a 38.6% interest in PTC, which we accounted for under the equity method. Our 38.6% proportionate share of PTC\u2019s net earnings for the month ending January 31, 2023 and twelve months ending December 31, 2022 and 2021 were included in equity method earnings in the accompanying Consolidated Statements of Earnings. Our equity method earnings in PTC are included in non-controlled businesses discussed on page K-56."}
-{"_id": "BRK.A20230726", "title": "BRK.A Pilot Travel Centers, LLC (\u201cPTC\u201d)", "text": "On January 31, 2023, we acquired an additional 41.4% interest in PTC and owned an 80% controlling financial interest as of that date. Thus, we began consolidating PTC\u2019s results of operations in our Consolidated Statements of Earnings on February 1, 2023. PTC\u2019s earnings for the eleven months ending December 31, 2023 are summarized below (in millions). ####Eleven Months Ending ####December 31, 2023 Revenues##$##51,739 Cost of sales####47,505 Operating expenses####2,852 Interest expense####414 Pre-tax earnings####968 Income taxes and noncontrolling interests####365 Net earnings attributable to Berkshire Hathaway shareholders##$##603"}
-{"_id": "BRK.A20230733", "title": "BRK.A Pilot Travel Centers, LLC (\u201cPTC\u201d)", "text": "PTC\u2019s consolidated pre-tax earnings for the years ending December 31, 2023 and 2022 are summarized below. Revenues, costs and expenses for 2022 and the first month of 2023 were not included in our Consolidated Financial Statements, whereas such information for the eleven months ending December 31, 2023 were included in our Consolidated Financial Statements (dollars in millions). ####2023####2022##Percentage Change## Revenues##$##56,756##$##72,739##(22.0##)% Cost of sales####52,196####67,602##(22.8##) Operating expenses####3,067####2,583##18.7## Interest expense####437####224##95.1## Pre-tax earnings##$##1,056##$##2,330##(54.7##)"}
-{"_id": "BRK.A20230737", "title": "BRK.A Pilot Travel Centers, LLC (\u201cPTC\u201d)", "text": "PTC\u2019s revenues and earnings are highly dependent on diesel fuel and gasoline volumes, prices and margins. Revenues for the twelve months ended December 31, 2023 were approximately $56.8 billion, a decline of $16.0 billion (22.0%) from 2022. The decline reflected lower fuel prices, as well as lower fuel sales volumes and in-store sales. PTC sold approximately 16.2 billion gallons of diesel fuel, gasoline and other fuel-related products in 2023 compared to 18.4 billion gallons in 2022. The decline in fuel volumes was predominantly in the wholesale fuel and fuel marketing businesses. Cost of sales in 2023 reflected lower fuel costs than in 2022. Depreciation and amortization expense was $832 million in 2023 and $436 million in 2022. The increase was due to the application of acquisition accounting beginning on February 1, 2023. Interest expense increased $213 million in 2023 compared to 2022, primarily due to higher interest rates."}
-{"_id": "BRK.A20230753", "title": "BRK.A Manufacturing, Service and Retailing", "text": "A summary of revenues and earnings of our manufacturing, service and retailing businesses follows (dollars in millions). ########################Percentage change#### ####2023######2022######2021####2023 vs 2022######2022 vs 2021## Revenues############################ Manufacturing##$##75,405####$##75,781####$##68,730####(0.5##)%####10.3##% Service and retailing####92,603######91,512######84,282####1.2######8.6## ##$##168,008####$##167,293####$##153,012####0.4######9.3## Pre-tax earnings############################ Manufacturing##$##11,445####$##11,177####$##9,841####2.4##%####13.6##% Service and retailing####5,176######5,042######4,711####2.7######7.0## ####16,621######16,219######14,552####2.5######11.5## Income taxes and noncontrolling interests####3,862######3,707######3,432############ Net earnings*##$##12,759####$##12,512####$##11,120############ Effective income tax rate####22.5##%####22.2##%####23.0##%########## Pre-tax earnings as a percentage of revenues####9.9##%####9.7##%####9.5##%##########"}
-{"_id": "BRK.A20230755", "title": "BRK.A \u2014\u2014\u2014\u2014\u2014\u2014", "text": "* Excludes certain acquisition accounting expenses, which primarily related to the amortization of identified intangible assets recorded in connection with our business acquisitions. The after-tax acquisition accounting expenses excluded from earnings were $693 million in 2023, $681 million in 2022 and $690 million in 2021. These expenses are included in \u201cOther\u201d in the summary of earnings on page K-35 and in the \u201cOther\u201d earnings table on page K-57."}
-{"_id": "BRK.A20230773", "title": "BRK.A Manufacturing", "text": "Our manufacturing group includes a variety of industrial, building and consumer products businesses. A summary of revenues and pre-tax earnings of our manufacturing operations follows (dollars in millions). ########################Percentage change#### ####2023######2022######2021####2023 vs 2022######2022 vs 2021## Revenues############################ Industrial products##$##34,884####$##30,824####$##28,176####13.2##%####9.4##% Building products####25,965######28,896######24,974####(10.1##)####15.7## Consumer products####14,556######16,061######15,580####(9.4##)####3.1## ##$##75,405####$##75,781####$##68,730############ Pre-tax earnings############################ Industrial products##$##5,686####$##4,862####$##4,469####16.9##%####8.8##% Building products####4,187######4,789######3,390####(12.6##)####41.3## Consumer products####1,572######1,526######1,982####3.0######(23.0##) ##$##11,445####$##11,177####$##9,841############ Pre-tax earnings as a percentage of revenues############################ Industrial products####16.3##%####15.8##%####15.9##%########## Building products####16.1##%####16.6##%####13.6##%########## Consumer products####10.8##%####9.5##%####12.7##%##########"}
-{"_id": "BRK.A20230778", "title": "BRK.A Industrial products", "text": "The industrial products group includes metal products for aerospace, power and general industrial markets (Precision Castparts Corp. (\u201cPCC\u201d)), specialty chemicals (The Lubrizol Corporation (\u201cLubrizol\u201d)), metal cutting tools/systems (IMC International Metalworking Companies (\u201cIMC\u201d)), and Marmon, which consists of more than 100 autonomous manufacturing and service businesses, internally aggregated into eleven groups, and includes equipment leasing for the rail, intermodal tank container and mobile crane industries. The industrial products group also includes equipment and systems for the livestock and agricultural industries (CTB International) and a variety of industrial products for diverse markets (Scott Fetzer and LiquidPower Specialty Products). Beginning October 19, 2022, this group includes the structural steel fabrication products business conducted through W&W|AFCO Steel (\u201cW&W|AFCO\u201d), acquired in connection with the Alleghany acquisition. Additionally, the Alleghany acquisition included certain other smaller manufacturers that became part of Marmon."}
-{"_id": "BRK.A20230780", "title": "BRK.A 2023 versus 2022", "text": "Revenues of the industrial products group in 2023 increased $4.1 billion (13.2%) and pre-tax earnings increased $824 million (16.9%) compared to 2022. Pre-tax earnings as a percentage of revenues in 2023 was 16.3%, an increase of 0.5 percentage points compared to 2022."}
-{"_id": "BRK.A20230781", "title": "BRK.A 2023 versus 2022", "text": "PCC\u2019s revenues were $9.3 billion in 2023, an increase of $1.7 billion (22.7%) compared to 2022. PCC derives significant revenues and earnings from aerospace products. The revenue increase in 2023 was primarily attributable to higher demand for aerospace products, while power/energy and general and industrial products also contributed to the overall revenue increase. Long-term industry forecasts continue to show growth and strong demand for air travel and aerospace products."}
-{"_id": "BRK.A20230782", "title": "BRK.A 2023 versus 2022", "text": "PCC\u2019s pre-tax earnings were $1.5 billion in 2023, an increase of 30.0% compared to 2022. The improved results in 2023 reflected increases in sales and improving manufacturing and operating efficiencies in aerospace businesses, partially offset by operating losses in energy products businesses. PCC continues to strive to improve manufacturing efficiencies, maintain safety and prepare for increasing demand for its products. Continued growth in PCC\u2019s revenues and earnings will be predicated on the ability to successfully increase production levels to match the expected growth in aerospace product demand."}
-{"_id": "BRK.A20230783", "title": "BRK.A 2023 versus 2022", "text": "Lubrizol\u2019s revenues were $6.4 billion in 2023, a decline of 4.0% compared to 2022. The revenue decline was primarily due to a 7.9% decline in volumes and unfavorable foreign currency effects, partially offset by higher selling prices. The decline in sales volumes in 2023 was attributable to general market weakness and customer efforts to reduce their inventory levels."}
-{"_id": "BRK.A20230784", "title": "BRK.A 2023 versus 2022", "text": "Lubrizol\u2019s pre-tax earnings in 2023 were relatively unchanged compared to 2022. Earnings included insurance recoveries of $11 million in 2023 and $242 million in 2022 in connection with fires at the Rockton, Illinois facility in 2021 and the Rouen, France facility in 2019. Excluding insurance recoveries, earnings in 2023 were higher due to the favorable impacts of higher selling prices, favorable changes in product mix and lower raw material costs, partially offset by the impact of lower sales volumes, unfavorable foreign currency translation effects and higher operating expenses."}
-{"_id": "BRK.A20230785", "title": "BRK.A 2023 versus 2022", "text": "Marmon\u2019s revenues were $11.9 billion in 2023, an increase of $1.2 billion (11.6%) compared to 2022. Business acquisitions, including AP Emissions Technologies and three former Alleghany businesses: Kentucky Trailer, Wilbert Funeral Services, Inc. and Wilbert Plastics Services, accounted for substantially all of the comparative increase. In addition, the Rail & Leasing, Water Technologies, Medical, Metal Services and Crane Services groups generated higher revenues in 2023, primarily due to higher volumes and pricing improvements. Revenues in 2023 of the Electrical group\u2019s building wire business and the Metal Services and Plumbing & Refrigeration groups were negatively impacted by lower metals prices, while revenues of the Transportation Products group reflected reduced customer demand, which accelerated over the second half of 2023."}
-{"_id": "BRK.A20230786", "title": "BRK.A 2023 versus 2022", "text": "Marmon\u2019s pre-tax earnings increased 13.1% in 2023 compared to 2022. The earnings increase reflected the favorable impact of business acquisitions of $90 million and losses of approximately $90 million in 2022 from the shutdown of the Rail & Leasing group business in Russia. Earnings from eight of Marmon\u2019s eleven business groups increased in 2023 compared to 2022. The Rail & Leasing, Water Technologies and Plumbing & Refrigeration groups generated higher organic earnings in 2023, which were offset by lower earnings from the Electrical group\u2019s building wire business and from the Metals Services and Medical groups."}
-{"_id": "BRK.A20230790", "title": "BRK.A Manufacturing, Service and Retailing", "text": "IMC\u2019s revenues increased 8.0% to $4.0 billion in 2023 compared to 2022. The increase reflected the impact of business acquisitions, organic sales growth in North America and other regions and higher interest income due to higher interest rates, partially offset by lower revenues in the Asia-Pacific region, unfavorable foreign currency translation from a stronger U.S. Dollar and the impact of ongoing geopolitical conflicts. IMC\u2019s pre-tax earnings increased 6.9% in 2023 compared to 2022, primarily attributable to higher interest income and to a lesser extent increased operating earnings. The impact of the revenue increase was largely offset by higher raw material costs, changes in sales mix and the adverse effects of geopolitical conflicts. A large portion of IMC\u2019s products are manufactured in Israel. To date, IMC\u2019s operations in Israel have not been significantly impacted by the terrorist attack on Israel on October 7, 2023, and the ongoing conflicts in the region."}
-{"_id": "BRK.A20230792", "title": "BRK.A 2022 versus 2021", "text": "Revenues of the industrial products group increased $2.6 billion (9.4%) and pre-tax earnings increased $393 million (8.8%) in 2022 compared to 2021. Pre-tax earnings as a percentage of revenues in 2022 was 15.8%, a decrease of 0.1 percentage points compared to 2021."}
-{"_id": "BRK.A20230793", "title": "BRK.A 2022 versus 2021", "text": "PCC\u2019s revenues were $7.5 billion in 2022, an increase of $1.1 billion (16.5%) compared to 2021. The revenue increase in 2022 was primarily attributable to higher demand for aerospace products. Commercial aircraft delivery rates by original equipment manufacturers (\u201cOEMs\u201d) of narrow-body aircraft rebounded since the onset of the pandemic. Deliveries of wide-body aircraft were relatively low, in part, attributable to the pause in the Boeing 787 program. However, Boeing resumed deliveries in the third quarter of 2022."}
-{"_id": "BRK.A20230794", "title": "BRK.A 2022 versus 2021", "text": "PCC\u2019s pre-tax earnings were $1.2 billion in 2022, an increase of 1.6% compared to 2021. PCC\u2019s results in 2022 were negatively affected by increased costs for labor and training, materials and utilities and supply chain disruptions, as well as a $59 million reduction in pension plan income."}
-{"_id": "BRK.A20230795", "title": "BRK.A 2022 versus 2021", "text": "Lubrizol\u2019s revenues were $6.7 billion in 2022, an increase of 3.2% compared to 2021. The revenue increase reflected higher average selling prices, partially offset by lower volumes and adverse foreign currency translation effects from the stronger U.S. Dollar. Sales volumes throughout 2022 were restricted by effects of supply constraints for certain raw materials and the effects of unplanned plant maintenance activities, both of which limited Lubrizol\u2019s production capabilities. The increase in average selling prices was driven by escalating prices for raw materials, including oil feedstocks, as well as for utilities, packaging, shipping and freight costs."}
-{"_id": "BRK.A20230796", "title": "BRK.A 2022 versus 2021", "text": "Lubrizol\u2019s pre-tax earnings increased 48.6% in 2022 compared to 2021. Pre-tax earnings in 2022 and 2021 included insurance recoveries of $242 million and $55 million, respectively, related to the Rockton and Rouen fires. Earnings in 2022 also included aggregate losses related to the Rockton fire of $36 million compared to aggregate losses and asset impairment charges in 2021 of $257 million related to the Rockton fire and an underperforming business in the Advanced Materials product lines. Earnings in 2022 were also negatively impacted by rising raw material costs, lower sales volumes, higher unplanned maintenance expenses, and by unfavorable foreign currency translation effects, partially offset by higher selling prices. Earnings in 2021 were negatively impacted by severe winter storms, which caused industry-wide temporary facilities closures, including at our Additives facilities, which experienced lost sales and incremental operating costs."}
-{"_id": "BRK.A20230797", "title": "BRK.A 2022 versus 2021", "text": "Marmon\u2019s revenues were $10.7 billion in 2022, an increase of $934 million (9.6%) compared to 2021. Nearly all of Marmon\u2019s business groups generated higher revenues in 2022, led by significant increases in the Transportation, Retail Solutions, Metal Services and Crane groups, which contributed 82% of the increase. These increases generally reflected higher volumes and prices in our heavy-duty truck & trailer, shopping cart and store shelving businesses, stronger demand in Canada for metal services and higher demand in the mining and infrastructure markets. Revenues of most of Marmon\u2019s other groups, particularly those serving the transit, oil & gas, utility and restaurant markets, also increased in 2022, reflecting higher volumes. These increases were partially offset by lower lease revenues in the Rail & Leasing group, reflecting lower renewal rates and fewer third-party tank car sales."}
-{"_id": "BRK.A20230801", "title": "BRK.A Manufacturing, Service and Retailing", "text": "Marmon\u2019s pre-tax earnings increased 11.3% in 2022 compared to 2021. Earnings in 2022 reflected increases in the Transportation, Metal Services, Retail, Crane and several other business groups due to higher volumes and pricing, which were partially offset by lower earnings from the Rail & Leasing group, reflecting lower renewal rates, higher repair costs and the losses related to the shutdown of its business in Russia."}
-{"_id": "BRK.A20230802", "title": "BRK.A Manufacturing, Service and Retailing", "text": "IMC\u2019s revenues increased 4.5% to $3.7 billion in 2022 compared to 2021, reflecting increased sales in most regions, partially offset by the foreign currency translation effects of a stronger U.S. Dollar, lower sales in China (attributable to the pandemic) and the effects of the Russia-Ukraine conflict in Europe. IMC\u2019s pre-tax earnings decreased 2.5% in 2022 compared to 2021, primarily due to lower average gross sales margins from changes in product sales mix and higher raw material costs. Earnings were also negatively affected by unfavorable foreign currency translation effects and the Russian-Ukraine conflict."}
-{"_id": "BRK.A20230804", "title": "BRK.A Building products", "text": "The building products group includes manufactured and site-built home construction and related lending and financial services (Clayton Homes), flooring (Shaw), insulation, roofing and engineered products (Johns Manville), bricks and masonry products (Acme Building Brands), paint and coatings (Benjamin Moore) and residential and commercial construction and engineering products and systems (MiTek)."}
-{"_id": "BRK.A20230806", "title": "BRK.A 2023 versus 2022", "text": "Revenues of the building products group decreased $2.9 billion (10.1%) and pre-tax earnings decreased $602 million (12.6%) in 2023 compared to 2022. Pre-tax earnings as percentages of revenues were 16.1% in 2023 and 16.6% in 2022. Our building products businesses benefited in recent years from the low interest rate environment and strong residential and commercial construction markets. The effects of significant increases in home mortgage interest rates in the U.S. over the past year has slowed demand for our home building businesses and our other building products businesses. Such effects have been partially mitigated by new construction activity, resulting from low supplies of pre-existing homes for sale."}
-{"_id": "BRK.A20230807", "title": "BRK.A 2023 versus 2022", "text": "Clayton Homes\u2019 revenues were approximately $11.4 billion in 2023, a decrease of $1.3 billion (10.3%) compared to 2022. Revenues from home sales decreased $1.6 billion (15.3%) in 2023 to approximately $8.8 billion, primarily due to lower unit sales and changes in product mix. New home unit sales declined 13.7% in 2023, reflecting lower factory-built and site-built homes. Financial services revenues, which include mortgage, insurance and interest income from lending activities, increased 12.2% in 2023 compared to 2022, primarily due to increased interest income on higher average loan balances. Loan balances, net of allowances for credit losses, were approximately $23.8 billion as of December 31, 2023, an increase of approximately $2.5 billion from December 31, 2022."}
-{"_id": "BRK.A20230808", "title": "BRK.A 2023 versus 2022", "text": "Pre-tax earnings of Clayton Homes were approximately $2.0 billion in 2023, a decrease of $326 million (13.8%) compared to 2022. Earnings in 2023 reflected lower earnings from the home building businesses, partially offset by increased earnings from financial services. The decline in earnings from the home building businesses reflected the reduction in sales, a lower overall gross sales margin rate and higher operating expenses relative to sales. The increase in financial services earnings was primarily attributable to increased net interest income, partially offset by increased expected loan loss provisions and higher insurance claims."}
-{"_id": "BRK.A20230809", "title": "BRK.A 2023 versus 2022", "text": "Aggregate revenues of our other building products businesses were approximately $14.5 billion in 2023, a decrease of 10.0% versus 2022. The decline in revenues reflected overall lower sales volumes and changes in product mix, partly offset by higher average selling prices."}
-{"_id": "BRK.A20230810", "title": "BRK.A 2023 versus 2022", "text": "Pre-tax earnings of the other building products businesses were approximately $2.1 billion in 2023, a decrease of 11.4% compared to 2022. Pre-tax earnings as a percentage of revenues were 14.7% in 2023, a 0.3 percentage point decrease compared to 2022. The earnings decline in 2023 was driven by lower sales volumes, reduced manufacturing efficiencies and higher losses from restructurings, plant closures and divestitures in 2023, partially offset by lower raw materials costs and energy costs as well as reduced freight, shipping and utilities expenses. Earnings in 2022 benefited from higher selling prices, strong demand in certain product categories and an increase in gains from a business divestiture and asset sales."}
-{"_id": "BRK.A20230815", "title": "BRK.A 2022 versus 2021", "text": "Revenues of the building products group increased $3.9 billion (15.7%) in 2022 and pre-tax earnings increased $1.4 billion (41.3%) compared to 2021. Pre-tax earnings as percentages of revenues were 16.6% in 2022 and 13.6% in 2021. During 2021 and much of 2022, our businesses experienced relatively strong customer demand and higher sales volumes. However, interest rates in the U.S. increased significantly during 2022, which contributed to slowing demand for new home construction in the fourth quarter."}
-{"_id": "BRK.A20230816", "title": "BRK.A 2022 versus 2021", "text": "Clayton Homes\u2019 revenues were approximately $12.7 billion in 2022, an increase of $2.2 billion (21.1%) over 2021. Revenues from home sales for the year increased $2.1 billion (25.1%) in 2022 to approximately $10.4 billion, primarily due to higher average selling prices. New home unit sales increased 6.2% in 2022, reflecting a 6.0% increase in factory-built manufactured home unit sales and a 7.1% increase in site-built home unit sales. However, unit sales in the fourth quarter of 2022 declined 3.9% from 2021, and our net order backlog declined significantly during 2022. Financial services revenues increased 4.7% in 2022 compared to 2021. Loan balances, net of allowances for credit losses, were approximately $21.3 billion as of December 31, 2022, an increase of approximately $2.5 billion from December 31, 2021. Actual and anticipated loan foreclosures rose during the fourth quarter of 2022."}
-{"_id": "BRK.A20230817", "title": "BRK.A 2022 versus 2021", "text": "Pre-tax earnings of Clayton Homes were approximately $2.4 billion in 2022, an increase of $685 million (40.7%) compared to 2021. Earnings in 2022 reflected higher home sales, gross margin rates and net interest income."}
-{"_id": "BRK.A20230818", "title": "BRK.A 2022 versus 2021", "text": "Aggregate revenues of the other building products businesses were approximately $16.2 billion in 2022, an increase of 11.8% versus 2021. The increase was primarily due to higher average selling prices, and to a lesser extent, from higher unit volumes in certain product lines and product mix changes. Significant cost inflation in 2021, that continued through 2022, largely drove the increases in selling prices."}
-{"_id": "BRK.A20230819", "title": "BRK.A 2022 versus 2021", "text": "Pre-tax earnings of the other building products businesses were approximately $2.4 billion in 2022, an increase of 41.9% over 2021. Pre-tax earnings as a percentage of revenues were 15.0% in 2022, a 3.2 percentage point increase compared to 2021. Earnings in 2022 benefited from higher selling prices and strong demand in certain product categories, as well as an increase in gains from certain business divestitures and asset sales and reduced impairment and restructuring charges. The increase in earnings in 2022 also reflected the negative impact of severe winter storms in the first quarter of 2021, which reduced sales and increased production and other operating costs in 2021."}
-{"_id": "BRK.A20230821", "title": "BRK.A Consumer products", "text": "The consumer products group includes leisure vehicles (Forest River), several apparel and footwear operations (including Fruit of the Loom, Garan, H.H. Brown Shoe Group and Brooks Sports) and a manufacturer of high-performance alkaline batteries (Duracell). This group also includes custom picture framing products (Larson-Juhl), jewelry products (Richline) and beginning October 19, 2022, Jazwares, LLC (\u201cJazwares\u201d), a global toy company acquired in connection with the Alleghany acquisition."}
-{"_id": "BRK.A20230823", "title": "BRK.A 2023 versus 2022", "text": "Consumer products group revenues declined $1.5 billion (9.4%) in 2023 versus 2022. The decline reflected lower revenues at Forest River and our apparel and footwear operations, partially offset by the impact of the Jazwares acquisition, which contributed revenues of $1.3 billion in 2023 and $240 million in 2022."}
-{"_id": "BRK.A20230824", "title": "BRK.A 2023 versus 2022", "text": "Forest River revenues declined 26.2% in 2023 compared to 2022, reflecting a 29.3% decline in unit sales and changes in sales mix. Forest River experienced strong recreational vehicle unit sales in 2021 and through the first half of 2022. Through most of 2023, sales of recreational vehicles declined significantly, attributable in part to the impact of rising interest rates, inflation and other macroeconomic conditions. The decline in recreational vehicle sales was partially offset by increased sales from Forest River\u2019s bus and commercial business."}
-{"_id": "BRK.A20230825", "title": "BRK.A 2023 versus 2022", "text": "Revenues of our apparel and footwear businesses declined $452 million (9.4%) in 2023 compared to 2022. The decline was primarily due to reduced apparel revenues, attributable to lower unit volumes, partially offset by higher average selling prices. Duracell\u2019s revenues in 2023 were relatively flat versus 2022."}
-{"_id": "BRK.A20230829", "title": "BRK.A Manufacturing, Service and Retailing", "text": "Pre-tax earnings of the consumer products group increased $46 million (3.0%) in 2023 compared to 2022. Pre-tax earnings in 2023 reflected the impact of the Jazwares acquisition and higher earnings from the apparel and footwear businesses, partially offset by lower earnings from Forest River and Duracell. Certain of our apparel and footwear businesses took actions in 2023 to reduce inventories and right-size operations. The earnings decline at Forest River was primarily due to the impact of lower sales volumes, while the decline at Duracell was primarily attributable to higher restructuring costs."}
-{"_id": "BRK.A20230831", "title": "BRK.A 2022 versus 2021", "text": "Consumer products group revenues increased $481 million (3.1%) in 2022 versus 2021, reflecting an 8.0% increase from Forest River and the impact of the Jazwares acquisition, substantially offset by lower apparel and footwear and Duracell revenues (4.7% in the aggregate). In the fourth quarter of 2022, consumer products group revenues before the impact of the Jazwares acquisition declined 15.7%, driven by significant declines in recreational vehicle unit sales. The declines in apparel and footwear revenues were driven by lower volumes, as major retailers reduced orders in response to rising inventories. Duracell\u2019s revenue decline was primarily due to lower volumes and unfavorable foreign currency translation effects of the stronger U.S. Dollar."}
-{"_id": "BRK.A20230832", "title": "BRK.A 2022 versus 2021", "text": "Pre-tax earnings of the consumer products group declined $456 million (23.0%) in 2022 compared to 2021 and as a percentage of revenues in 2022 decreased 3.2 percentage points to 9.5%. The earnings decline reflected lower earnings from the apparel and footwear businesses (68.0%) and Duracell (30.6%), partially offset by higher earnings from Forest River (7.6%)."}
-{"_id": "BRK.A20230833", "title": "BRK.A 2022 versus 2021", "text": "Our apparel businesses were negatively affected in 2022 by low sales volumes, reduced manufacturing efficiencies and higher input costs, including raw materials, freight, labor and other operating costs. The reductions in sales volumes and supply chain issues in 2021 and 2022 also elevated inventories. We began taking measures to right-size our operations for the long-term and reduce product inventories to more appropriate levels. Duracell\u2019s earnings in 2022 declined, primarily due to lower sales, cost inflation and foreign currency translation effects."}
-{"_id": "BRK.A20230834", "title": "BRK.A 2022 versus 2021", "text": "Earnings from Forest River increased in 2022, primarily due to an increase in unit sales in the first half of the year and higher average selling prices, partly offset by higher materials costs. However, unit sales and earnings declined over the second half of the year compared to the elevated levels in the first half of 2022 and in 2021."}
-{"_id": "BRK.A20230852", "title": "BRK.A Service and retailing", "text": "A summary of revenues and pre-tax earnings of our service and retailing businesses follows (dollars in millions). ########################Percentage change#### ####2023######2022######2021####2023 vs 2022######2022 vs 2021## Revenues############################ Service##$##20,588####$##19,006####$##15,872####8.3##%####19.7##% Retailing####19,408######19,297######18,960####0.6######1.8## McLane####52,607######53,209######49,450####(1.1##)####7.6## ##$##92,603####$##91,512####$##84,282############ Pre-tax earnings############################ Service##$##2,995####$##3,047####$##2,672####(1.7##)%####14.0##% Retailing####1,726######1,724######1,809####0.1######(4.7##) McLane####455######271######230####67.9######17.8## ##$##5,176####$##5,042####$##4,711############ Pre-tax earnings as a percentage of revenues############################ Service####14.5##%####16.0##%####16.8##%########## Retailing####8.9##%####8.9##%####9.5##%########## McLane####0.9##%####0.5##%####0.5##%##########"}
-{"_id": "BRK.A20230857", "title": "BRK.A Service", "text": "Our service group consists of several businesses. The largest of these businesses are NetJets and FlightSafety (aviation services), which offer shared ownership programs for general aviation aircraft and high technology training products and services to operators of aircraft, and TTI, a distributor of electronics components. Our other service businesses franchise and service a network of quick service restaurants (Dairy Queen), lease transportation equipment (XTRA) and furniture (CORT), provide third party logistics services that primarily serve the petroleum and chemical industries (Charter Brokerage), distribute electronic news, multimedia and regulatory filings (Business Wire) and operate a television station in Miami, Florida (WPLG). Beginning, October 19, 2022, this group includes IPS-Integrated Project Services, LLC (IPS), a provider of various facilities construction management services."}
-{"_id": "BRK.A20230859", "title": "BRK.A 2023 versus 2022", "text": "Revenues of the service group increased $1.6 billion (8.3%) in 2023 compared to 2022. IPS produced revenues of $1.3 billion in 2023 and $358 million in 2022. Revenues from aviation services increased 11.5% in 2023 compared to 2022, primarily due to increases in the number of aircraft in shared aircraft ownership programs and a year-to-date increase in flight hours across NetJets\u2019 various programs, as well as higher average rates."}
-{"_id": "BRK.A20230860", "title": "BRK.A 2023 versus 2022", "text": "Revenues from TTI declined 2.7% in 2023 compared to 2022. Excluding the effects of business acquisitions in 2022 and 2023 and favorable foreign currency translation effects, revenues declined 5.2% in 2023 versus 2022. TTI experienced significant revenue growth in 2021 and much of 2022. New orders throughout 2023 slowed in several regions, particularly in the Asia-Pacific region, attributable to elevated customer inventory levels and increasing price competition. We currently expect these conditions will persist in 2024."}
-{"_id": "BRK.A20230861", "title": "BRK.A 2023 versus 2022", "text": "Pre-tax earnings of the service group decreased $52 million (1.7%) in 2023 to $3.0 billion. Pre-tax earnings as a percentage of revenues were 14.5% in 2023, a decrease of 1.5 percentage points compared to 2022. The change in comparative earnings in 2023 reflected lower earnings from TTI and certain of our other service businesses, partially offset by increased earnings from aviation services and the impact of the IPS acquisition. Earnings from TTI declined 17.3%, attributable to reduced sales and gross margin rates and higher operating expenses, partly offset by the impact of foreign currency exchange gains in 2023 compared to losses in 2022. The increase in earnings from aviation services was primarily attributable to a 14.4% increase in average aircraft in the NetJets\u2019 programs and higher rates."}
-{"_id": "BRK.A20230863", "title": "BRK.A 2022 versus 2021", "text": "Service group revenues increased $3.1 billion (19.7%) in 2022 compared to 2021, primarily attributable to revenue increases from TTI and aviation services, as well as the impact of the IPS acquisition. Revenues from TTI increased 17.4% in 2022 versus 2021. However, in the third quarter of 2022, new orders began to slow, attributable in part to elevated inventory levels within the supply chain. Revenues from aviation services increased 18.2% in 2022 compared to 2021. The revenue increase reflected increases in training hours (11%), customer flight hours (9%) and fuel surcharges to customers due to the increase in flight hours and fuel prices. The impact of these increases were partially offset by changes in sales mix."}
-{"_id": "BRK.A20230864", "title": "BRK.A 2022 versus 2021", "text": "Pre-tax earnings of our service group increased $375 million (14.0%) in 2022 to $3.0 billion. Pre-tax earnings as a percentage of revenues were 16.0% in 2022, a decrease of 0.8 percentage points compared to 2021. The earnings increase in 2022 was attributable to TTI (19.4%) and aviation services (3.4%), as well as increased earnings from several of our smaller service businesses. The increase from TTI was primarily attributable to the increase in sales and higher average gross margin rates, partially offset by unfavorable foreign currency effects in 2022 and a favorable legal settlement in 2021. The earnings increase from aviation services was primarily attributable to improved product sales margins, increased training hours and lower restructuring costs at FlightSafety. Earnings from our smaller service businesses increased $106 million (19.3%) over 2021, reflecting a combination of higher revenues and operating cost leverage."}
-{"_id": "BRK.A20230869", "title": "BRK.A Retailing", "text": "Our largest retailing business is Berkshire Hathaway Automotive, Inc. (\u201cBHA\u201d), which represented 67% of our combined retailing revenue in 2023. BHA consists of over 80 auto dealerships that sell new and pre-owned automobiles and offer repair services and related products. BHA also offers and insures vehicle service contracts and related insurance products. Our retailing businesses also include four home furnishings businesses (Nebraska Furniture Mart, R.C. Willey, Star Furniture and Jordan\u2019s), which sell furniture, appliances, flooring and electronics. The home furnishings group represented 18% of the combined retailing revenues in 2023."}
-{"_id": "BRK.A20230870", "title": "BRK.A Retailing", "text": "Other retailing businesses include three jewelry businesses (Borsheims, Helzberg and Ben Bridge), See\u2019s Candies (confectionary products), Pampered Chef (high quality kitchen tools), Oriental Trading Company (party supplies, school supplies and toys and novelties) and Detlev Louis Motorrad (\u201cLouis\u201d), a retailer of motorcycle accessories based in Germany."}
-{"_id": "BRK.A20230872", "title": "BRK.A 2023 versus 2022", "text": "Retailing group revenues increased $111 million (0.6%) in 2023 compared to 2022, reflecting an increase at BHA, partially offset by lower revenues from our other retailers. BHA\u2019s revenues increased 3.9% in 2023 compared to 2022. Revenues from new vehicle sales increased 12.6% in 2023 compared to 2022, while revenues from pre-owned retail vehicle sales declined 9.4%. Retail unit sales increased 2.7%, reflecting an 11.7% increase in new vehicles sold and a 4.7% decrease in pre-owned vehicles sold. Although new vehicle inventory levels remain well below historical levels, vehicle supply continues to gradually rise. Revenues from BHA\u2019s parts/service/repair operations increased 6.6% in 2023 versus 2022. Other retailing revenues in the aggregate declined 5.6% in 2023 versus 2022, due primarily to an 8.6% decline in revenues at our home furnishings businesses."}
-{"_id": "BRK.A20230873", "title": "BRK.A 2023 versus 2022", "text": "Retailing group pre-tax earnings were $1.7 billion in 2023, unchanged from 2022. BHA\u2019s pre-tax earnings increased 17.7%, primarily due to earnings increases from the parts/service/repair and finance/service contract operations, as well as from higher investment income and lower operating and liability remeasurement expenses, partially offset by lower vehicle gross profit margin rates and higher floor plan interest expense. BHA\u2019s comparative vehicle gross profit margin rates peaked in mid-2022 due to supply chain disruptions and have since declined. Aggregate pre-tax earnings for the remainder of our retailing group declined $168 million (21.8%) in 2023 compared to 2022, primarily due to a 28.3% decrease in home furnishings businesses earnings and the impact of a gain in 2022 from the divestiture of certain jewelry stores."}
-{"_id": "BRK.A20230875", "title": "BRK.A 2022 versus 2021", "text": "Retailing group revenues increased $337 million (1.8%) in 2022 compared to 2021, reflecting an increase at BHA, partially offset by combined lower revenues from our other retailers. BHA\u2019s revenues increased 6.1% in 2022 compared to 2021. Revenues from new and used retail vehicle sales increased 5.9% compared to 2021, attributable to higher average vehicle transaction prices, partly offset by a 4.5% decline in total retail units sold. New vehicle unit sales in 2022 were constrained by relatively low, but gradually rising, new vehicle supplies. Revenues from BHA\u2019s parts/service/repair operations increased 11.1% versus 2021. Revenues of the home furnishings group declined 2.6%, while revenues of all other retailers declined 8.9%, primarily due to lower sales at Pampered Chef."}
-{"_id": "BRK.A20230876", "title": "BRK.A 2022 versus 2021", "text": "Pre-tax earnings of the retailing group decreased $85 million (4.7%) in 2022 compared to 2021 and the pre-tax margin rate decreased 0.6 percentage points to 8.9%. BHA\u2019s pre-tax earnings increased 18.4%, primarily due to increases in vehicle gross profit margins attributable to low available inventory. BHA\u2019s vehicle gross profit margin rates accelerated during the second half of 2021, peaked in the first half of 2022 and declined over the remainder of the year. Aggregate pre-tax earnings for the remainder of the retailing group decreased $233 million (23.2%) in 2022 compared to 2021, primarily due to reduced earnings from the home furnishings group, See\u2019s Candies and Pampered Chef."}
-{"_id": "BRK.A20230881", "title": "BRK.A McLane", "text": "McLane Company, Inc. (\u201cMcLane\u201d) operates a wholesale distribution business that provides grocery and non-food consumer products to retailers and convenience stores (\u201cgrocery\u201d) and to restaurants (\u201cfoodservice\u201d). McLane also operates businesses that are wholesale distributors of distilled spirits, wine and beer (\u201cbeverage\u201d). The grocery and foodservice businesses generate high sales and very low profit margins. These businesses have several significant customers, including Walmart, 7-Eleven, Yum! Brands and others. Grocery sales comprised 62% of McLane\u2019s consolidated sales in 2023 with foodservice comprising most of the remainder. A curtailment of purchasing by any of its significant customers could have an adverse impact on periodic revenues and earnings."}
-{"_id": "BRK.A20230883", "title": "BRK.A 2023 versus 2022", "text": "Revenues were $52.6 billion in 2023, a decline of $602 million (1.1%) compared to 2022. Revenues from the grocery and foodservice businesses declined 0.8% and 2.2%, respectively, while revenues from the beverage business increased 1.9% compared to 2022. Revenues of the grocery and the foodservice businesses were negatively affected in 2023 by lower unit volumes."}
-{"_id": "BRK.A20230884", "title": "BRK.A 2023 versus 2022", "text": "Pre-tax earnings increased $184 million (67.9%) in 2023 compared to 2022. The increase reflected a slight increase in the overall gross sales margin rate, increased other income and lower fuel expenses, partly offset by higher personnel expenses."}
-{"_id": "BRK.A20230886", "title": "BRK.A 2022 versus 2021", "text": "Revenues were $53.2 billion in 2022, an increase of $3.8 billion (7.6%) compared to 2021. Revenues from the grocery business increased 4.4%, while revenues from the foodservice and beverage businesses increased 14.1% and 6.0%, respectively."}
-{"_id": "BRK.A20230887", "title": "BRK.A 2022 versus 2021", "text": "Pre-tax earnings increased $41 million (17.8%) in 2022 compared to 2021. The increase reflected slightly higher gross margin rates in the grocery and foodservice businesses, partly offset by higher personnel costs, fuel expense and insurance costs. McLane\u2019s grocery and foodservice operating results were adversely affected by supply chain constraints, including the effects of labor and truck driver shortages, high fuel costs and high inventory costs."}
-{"_id": "BRK.A20230889", "title": "BRK.A Non-Controlled Businesses", "text": "After-tax earnings of our non-controlled businesses include our proportionate share of earnings attributable to our investments in Kraft Heinz, Occidental Petroleum (\u201cOccidental\u201d), PTC (through January 31, 2023) and Berkadia. After-tax equity earnings attributable to these businesses increased $222 million in 2023 compared to 2022, primarily due to increased earnings from Occidental. We adopted the equity method of accounting for our investment in Occidental common stock on August 4, 2022. Equity method after-tax earnings increased $724 million in 2022 versus 2021, primarily due to higher earnings from Kraft Heinz and PTC and from the inclusion of Occidental in 2022."}
-{"_id": "BRK.A20230890", "title": "BRK.A Non-Controlled Businesses", "text": "Our after-tax earnings from Kraft Heinz were $790 million in 2023, $550 million in 2022 and $317 million in 2021, which included our after-tax share of goodwill and other intangible asset impairment charges recorded by Kraft Heinz of $126 million in 2023, $157 million in 2022 and $259 million in 2021. Occidental\u2019s financial information is not available in time for concurrent reporting in our Consolidated Financial Statements. Therefore, we report the equity method effects for Occidental on a one-quarter lag. Our after-tax earnings from Occidental were $851 million in 2023 and $258 million in 2022. As of January 31, 2023, we discontinued using the equity method for our pre-existing 38.6% interest in PTC upon acquiring a controlling interest in PTC. We began consolidating PTC\u2019s financial statements in our Consolidated Financial Statements on February 1, 2023. See Notes 2 and 5 to the Consolidated Financial Statements. Our after-tax equity earnings from PTC decreased $559 million in 2023 compared to 2022 and increased $267 million in 2022 compared to 2021."}
-{"_id": "BRK.A20230901", "title": "BRK.A Investment and Derivative Contract Gains (Losses)", "text": "A summary of investment and derivative contract gains (losses) follows (dollars in millions). ####2023######2022######2021## Investment gains (losses)##$##74,855####$##(67,623##)##$##77,576## Derivative contract gains (losses)####\u2014######(276##)####966## Gains (losses) before income taxes and noncontrolling interests####74,855######(67,899##)####78,542## Income taxes and noncontrolling interests####15,982######(14,287##)####16,202## Net earnings (loss)##$##58,873####$##(53,612##)##$##62,340## Effective income tax rate####21.3##%####20.9##%####20.4##%"}
-{"_id": "BRK.A20230902", "title": "BRK.A Investment and Derivative Contract Gains (Losses)", "text": "Unrealized gains and losses arising from changes in market prices of our investments in equity securities are included in our reported earnings, which significantly increases the volatility of our periodic net earnings due to the magnitude of our equity securities portfolio and the inherent volatility of equity securities prices. Unrealized gains and losses also include the effects of changes in foreign currency exchange rates on investments in non-U.S. issuers that are held by our U.S.-based subsidiaries."}
-{"_id": "BRK.A20230903", "title": "BRK.A Investment and Derivative Contract Gains (Losses)", "text": "Pre-tax investment gains and losses included net unrealized gains of approximately $69.1 billion in 2023, losses of approximately $63.1 billion in 2022 and gains of approximately $76.4 billion in 2021 attributable to changes in market prices of equity securities we held at the end of each year. We also recorded pre-tax gains and losses from market value changes during each year on equity securities sold during such year, including gains of $2.7 billion in 2023, losses of $3.9 billion in 2022 and gains of $1.0 billion in 2021. Taxable investment gains on equity securities sold, which is generally the difference between sales proceeds and the original cost basis of the securities sold, were $5.0 billion in 2023, $769 million in 2022 and $3.6 billion in 2021. Investment gains in 2023 included a non-cash pre-tax gain of approximately $3.0 billion related to the remeasurement of our pre-existing interest in PTC to fair value through the application of acquisition accounting upon attaining control of PTC for financial reporting purposes."}
-{"_id": "BRK.A20230904", "title": "BRK.A Investment and Derivative Contract Gains (Losses)", "text": "We believe that investment gains and losses, whether realized from sales or unrealized from changes in market prices, are often meaningless in terms of understanding our reported consolidated earnings or evaluating our periodic economic performance. We continue to believe the investment gains and losses recorded in earnings in any given period has little analytical or predictive value."}
-{"_id": "BRK.A20230905", "title": "BRK.A Investment and Derivative Contract Gains (Losses)", "text": "Derivative contract gains and losses in 2022 and 2021 pertained to our equity index put option contract liabilities. Substantially all of our contracts are now expired and our exposure to loss in the future is insignificant."}
-{"_id": "BRK.A20230913", "title": "BRK.A Other", "text": "A summary of after-tax other earnings follows (in millions). ####2023######2022######2021## Acquisition accounting expenses##$##(693##)##$##(681##)##$##(690##) Corporate interest expense, before foreign currency effects####(226##)####(269##)####(305##) Foreign currency exchange rate gains on Berkshire  and BHFC non-U.S. Dollar senior notes####211######1,263######955## Other earnings####533######196######474## ##$##(175##)##$##509####$##434##"}
-{"_id": "BRK.A20230914", "title": "BRK.A Other", "text": "After-tax acquisition accounting expenses include charges arising from the application of the acquisition method in connection with certain of Berkshire\u2019s business acquisitions. Such charges arise primarily from the amortization of intangible assets recorded in connection with those business acquisitions."}
-{"_id": "BRK.A20230915", "title": "BRK.A Other", "text": "Foreign currency exchange rate gains pertain to Berkshire\u2019s and BHFC\u2019s Euro, Great Britain Pound and Japanese Yen denominated debt. Changes in foreign currency exchange rates produce unrealized gains and losses from the periodic revaluation of these liabilities into U.S. Dollars. In each year, we recorded foreign currency exchange rate gains on these debt issues due to strengthening of the U.S. Dollar, which reduced the U.S Dollar carrying value of the debt. The gains and losses recorded in any given period can be significant due to the magnitude of the borrowings and the inherent volatility in foreign currency exchange rates. Other earnings consist primarily of Berkshire parent company investment income, intercompany interest income where the interest expense is included in earnings of the operating businesses, corporate expenses and unallocated income taxes. Investment income increased by $483 million in 2023 compared to 2022, primarily due to higher interest rates in 2023."}
-{"_id": "BRK.A20230919", "title": "BRK.A Financial Condition", "text": "Our Consolidated Balance Sheet continues to reflect significant liquidity and a very strong capital base. Berkshire\u2019s shareholders\u2019 equity at December 31, 2023 was $561.3 billion, an increase of $87.8 billion since December 31, 2022. Net earnings attributable to Berkshire shareholders were $96.2 billion and included after-tax investment gains of approximately $58.9 billion. Over each of the last three years, investment gains and losses from changes in the market prices of our investments in equity securities produced significant volatility in our earnings."}
-{"_id": "BRK.A20230920", "title": "BRK.A Financial Condition", "text": "Berkshire\u2019s common stock repurchase program, as amended, permits Berkshire to repurchase its Class A and Class B shares at prices below Berkshire\u2019s intrinsic value, as conservatively determined by Warren Buffett, Berkshire\u2019s Chairman of the Board. The program does not specify a maximum number of shares to be repurchased and does not require any specified repurchase amount. The program is expected to continue indefinitely. We will not repurchase our stock if it reduces the total amount of our consolidated cash, cash equivalents and U.S. Treasury Bills holdings to below $30 billion. Financial strength and redundant liquidity will always be of paramount importance at Berkshire. Berkshire paid $9.2 billion in 2023 to repurchase shares of its Class A and B common stock."}
-{"_id": "BRK.A20230921", "title": "BRK.A Financial Condition", "text": "At December 31, 2023, our insurance and other businesses held cash, cash equivalents and U.S. Treasury Bills of $163.3 billion, which included $133.4 billion invested in U.S. Treasury Bills. Investments in equity and fixed maturity securities (excluding our investments in Kraft Heinz and Occidental common stock) were $377.6 billion. During 2023, we paid cash of $16.5 billion to acquire equity securities and we received proceeds of $40.6 billion from sales of equity securities. On January 31, 2023, we acquired an additional 41.4% interest in PTC for approximately $8.2 billion. On January 16, 2024, we acquired the remaining 20% ownership interest in PTC held by non-controlling shareholders for $2.6 billion."}
-{"_id": "BRK.A20230922", "title": "BRK.A Financial Condition", "text": "Our consolidated borrowings at December 31, 2023 were $128.3 billion, of which over 95% were by the Berkshire parent company, BHFC, and by BNSF, BHE, PTC and their subsidiaries. During 2023, we issued term debt of approximately $7.8 billion and paid approximately $11.3 billion of maturing term debt. Expected principal and interest payments related to our consolidated borrowings in each of the next five years are (in billions): $18.7 in 2024; $11.6 in 2025; $10.3 in 2026; $8.7 in 2027; and $10.4 in 2028."}
-{"_id": "BRK.A20230923", "title": "BRK.A Financial Condition", "text": "Berkshire parent company debt outstanding at December 31, 2023 was $18.8 billion, a decrease of $2.6 billion from December 31, 2022. In 2023, Berkshire issued an aggregate \u00a5286.4 billion (approximately $2.0 billion) of senior notes and repaid approximately $4.3 billion of maturing senior notes. The carrying value of Berkshire parent company debt decreased $371 million in 2023 from changes in foreign currency exchange rates on its non-U.S. Dollar denominated debt."}
-{"_id": "BRK.A20230924", "title": "BRK.A Financial Condition", "text": "Senior note borrowings of BHFC, a wholly-owned financing subsidiary, were approximately $18.0 billion at December 31, 2023, substantially unchanged from December 31, 2022. BHFC\u2019s borrowings are used to fund a portion of loans originated and acquired by Clayton Homes and equipment held for lease by our railcar leasing business. Berkshire guarantees BHFC\u2019s senior notes for the full and timely payment of principal and interest."}
-{"_id": "BRK.A20230925", "title": "BRK.A Financial Condition", "text": "BNSF\u2019s outstanding debt was $23.5 billion as of December 31, 2023, substantially unchanged from December 31, 2022. During 2023, BNSF issued $1.6 billion of 5.2% debentures due in 2054 and repaid approximately $1.6 billion of term debt. In 2023, BHE subsidiaries issued $4.2 billion of term debt with a weighted average interest rate of 5.7% and maturity dates ranging from 2033 to 2055 and repaid approximately $3.7 billion of term debt. In 2024, BHE subsidiaries issued $5.1 billion of term debt with a weighted average interest rate of 5.4% and maturity dates ranging from 2029 to 2055 and repaid short term borrowings of approximately $2.8 billion. Borrowings of PTC were $5.8 billion at December 31, 2023, relatively unchanged since January 31, 2023. Berkshire does not guarantee the repayment of debt issued by BNSF, BHE, PTC or any of their subsidiaries or affiliates."}
-{"_id": "BRK.A20230926", "title": "BRK.A Financial Condition", "text": "In each of the past three years, our diverse group of businesses generated net operating cash flows between $37 billion and $49 billion. Our consolidated capital expenditures for property, plant and equipment and equipment held for lease were $19.4 billion in 2023, which included capital expenditures by BNSF and BHE of $13.1 billion. BNSF and BHE maintain very large investments in capital assets (property, plant and equipment) and regularly make significant capital expenditures in the normal course of business. We forecast capital expenditures for BHE and BNSF in 2024 of approximately $14.3 billion. On September 1, 2023, a BHE subsidiary acquired an additional 50% limited partner interest in its Cove Point LNG, LP subsidiary for $3.3 billion."}
-{"_id": "BRK.A20230930", "title": "BRK.A Contractual Obligations", "text": "We are party to other contracts associated with ongoing business activities, which will result in cash payments to counterparties in future periods. Our annual debt maturities for the next five years are summarized in Note 19 to the Consolidated Financial Statements. We also currently expect to pay interest on our debt of between $4 billion and $5 billion per annum over the next five years. Certain other obligations are included in our Consolidated Balance Sheets, such as operating lease liabilities and shared aircraft repurchase liabilities of NetJets. Estimated payments of these liabilities in each of the next five years are (in billions): $1.9 in 2024; $1.7 in 2025; $1.5 in 2026; $1.8 in 2027; and $1.9 in 2028."}
-{"_id": "BRK.A20230931", "title": "BRK.A Contractual Obligations", "text": "We are also obligated to pay claims arising from our property and casualty insurance companies. Such liabilities, including amounts from retroactive reinsurance, were approximately $146 billion at December 31, 2023. We currently forecast claim payments in 2024 of approximately $37 billion with respect to claims occurring prior to 2024. However, the timing and amount of the payments under insurance and reinsurance contracts are contingent upon the outcome of future events and can be highly uncertain. Actual payments will likely vary, perhaps materially, from the forecasted payments. We anticipate that these payments will be funded by operating cash flows."}
-{"_id": "BRK.A20230932", "title": "BRK.A Contractual Obligations", "text": "Other obligations pertaining to the acquisition of goods or services in the future, such as certain purchase obligations, are not currently reflected in the Consolidated Financial Statements and will be recognized in future periods as the goods are delivered or services are provided. As of December 31, 2023, the largest categories of our long-term contractual obligations primarily related to fuel, capacity, transmission and maintenance contracts and capital expenditure commitments of BHE and BNSF, aircraft purchase commitments of NetJets and certain materials purchase commitments. We currently estimate future payments associated with these contracts over the next five years will approximate $22 billion, including $10 billion in 2024."}
-{"_id": "BRK.A20230934", "title": "BRK.A Critical Accounting Estimates", "text": "Certain accounting policies require us to make estimates and judgments in determining the amounts reflected in our Consolidated Financial Statements. Such estimates and judgments necessarily involve varying and possibly significant degrees of uncertainty. Accordingly, certain amounts currently recorded in our Consolidated Financial Statements will likely be adjusted in the future based on new available information and changes in other facts and circumstances. A discussion of our principal accounting policies that required the application of significant judgments as of December 31, 2023 follows."}
-{"_id": "BRK.A20230936", "title": "BRK.A Property and casualty insurance unpaid losses", "text": "We record liabilities for unpaid losses and loss adjustment expenses (also referred to as \u201cgross unpaid losses\u201d or \u201cclaim liabilities\u201d) based upon estimates of the ultimate amounts payable for loss events occurring on or before the balance sheet date. The timing and amount of ultimate loss payments are contingent upon, among other things, the timing of claim reporting from insureds and ceding companies and the final determination of the loss amount through the loss adjustment and settlement process."}
-{"_id": "BRK.A20230937", "title": "BRK.A Property and casualty insurance unpaid losses", "text": "As of the balance sheet date, recorded claim liabilities include estimates for reported claims and for incurred-but-not-reported (\u201cIBNR\u201d) claims. The period between the loss occurrence date and loss settlement date is the \u201cclaim-tail.\u201d Property claims typically have relatively short claim-tails, while casualty claims usually have longer claim-tails, occasionally extending for decades. Casualty claims may be more susceptible to litigation and the impact of changing contract interpretations. The legal environment and judicial process further contribute to extending claim-tails."}
-{"_id": "BRK.A20230938", "title": "BRK.A Property and casualty insurance unpaid losses", "text": "Our consolidated claim liabilities, including liabilities from retroactive reinsurance contracts, as of December 31, 2023 were approximately $146 billion, of which 76% related to GEICO and the Berkshire Hathaway Reinsurance Group. Additional information regarding significant uncertainties inherent in the processes and techniques for estimating unpaid losses of these businesses follows."}
-{"_id": "BRK.A20230944", "title": "BRK.A GEICO", "text": "GEICO predominantly writes private passenger automobile insurance. As of December 31, 2023, GEICO\u2019s gross unpaid losses were $24.4 billion and claim liabilities, net of reinsurance recoverable, were $23.4 billion. GEICO\u2019s claim reserving methodologies produce liability estimates based upon the individual claims. The key assumptions affecting our liability estimates include projections of ultimate claim counts (\u201cfrequency\u201d) and average loss per claim (\u201cseverity\u201d). We utilize a combination of several actuarial estimation methods, including Bornhuetter-Ferguson and chain-ladder methodologies."}
-{"_id": "BRK.A20230945", "title": "BRK.A GEICO", "text": "Claim liability estimates for liability coverages (such as bodily injury (\u201cBI\u201d), uninsured motorists, and personal injury protection) are more uncertain due to the longer claim-tails, so we establish additional case development estimates. As of December 31, 2023, case development liabilities averaged approximately 28% of reported reserves. We select case development factors through analysis of the overall adequacy of historical case liabilities."}
-{"_id": "BRK.A20230946", "title": "BRK.A GEICO", "text": "We test the adequacy of the aggregate claim liabilities using one or more actuarial projections based on claim closure models and paid and incurred loss triangles. Each type of projection analyzes loss occurrence data for claims occurring in a given period and projects the ultimate cost."}
-{"_id": "BRK.A20230947", "title": "BRK.A GEICO", "text": "Our aggregate claim liability estimates recorded at the end of 2022 were reduced by $1.5 billion during 2023, which produced a corresponding increase to pre-tax earnings. The assumptions used to estimate liabilities at December 31, 2023 reflect the most recent frequency and severity estimates. Future development of recorded liabilities will depend on whether actual frequency and severity of claims are more or less than anticipated."}
-{"_id": "BRK.A20230948", "title": "BRK.A GEICO", "text": "With respect to liabilities for BI claims, we believe it is reasonably possible that average claims severities will change by at least one percentage point from the projected severities used in establishing the recorded liabilities at December 31, 2023. We estimate that a one percentage point increase or decrease in BI severities would produce a $210 million increase or decrease in recorded liabilities, with a corresponding decrease or increase in pre-tax earnings. Many of the economic forces that would likely cause BI severity to differ from expectations would likely also cause severities for other injury coverages to differ in the same direction."}
-{"_id": "BRK.A20230956", "title": "BRK.A Berkshire Hathaway Reinsurance Group", "text": "BHRG\u2019s liabilities for unpaid losses and loss adjustment expenses derive primarily from reinsurance contracts issued through the NICO, General Re and TransRe Groups. A summary of BHRG\u2019s property and casualty unpaid losses and loss adjustment expenses, other than retroactive reinsurance losses and loss adjustment expenses, as of December 31, 2023 follows (in millions). ####Property####Casualty####Total Reported case liabilities##$##8,159##$##11,455##$##19,614 IBNR liabilities####9,105####22,769####31,874 Gross unpaid losses and loss adjustment expenses####17,264####34,224####51,488 Reinsurance recoverable####689####1,481####2,170 Net unpaid losses and loss adjustment expenses##$##16,575##$##32,743##$##49,318"}
-{"_id": "BRK.A20230957", "title": "BRK.A Berkshire Hathaway Reinsurance Group", "text": "Gross unpaid losses and loss adjustment expenses consist primarily of traditional property and casualty coverages written under excess-of-loss and quota-share treaties. Under certain contracts, coverage can apply to multiple lines of business written and the ceding company may not report loss data by such lines consistently, if at all. In those instances, we judgmentally allocate losses to property and casualty coverages based on internal estimates."}
-{"_id": "BRK.A20230958", "title": "BRK.A Berkshire Hathaway Reinsurance Group", "text": "The nature, extent, timing and perceived reliability of loss information received from ceding companies varies widely depending on the type of coverage and the contractual reporting terms. Reinsurance contract terms, conditions and coverages also tend to lack standardization and may evolve more rapidly than primary insurance policies."}
-{"_id": "BRK.A20230963", "title": "BRK.A Property and casualty insurance unpaid losses", "text": "The loss information provided under many facultative (individual risk) or per occurrence excess contracts may be comparable to the information received under a primary insurance contract. However, loss information with respect to aggregate excess-of-loss and quota-share contracts is often in a summary form rather than on an individual claim basis. Loss data includes currently recoverable paid losses, as well as case loss estimates. Ceding companies infrequently provide reliable IBNR loss estimates."}
-{"_id": "BRK.A20230964", "title": "BRK.A Property and casualty insurance unpaid losses", "text": "Loss reporting to reinsurers is typically slower than primary insurers. In the U.S., client reporting is generally required at quarterly intervals ranging from 30 to 90 days after the end of the quarterly period, while outside of the U.S., reinsurance reporting practices may vary further, with some clients reporting annually ranging from 90 to 180 days after the end of the annual period. To the extent that reinsurers assume and cede underlying risks from other reinsurers, further delays in claims reporting may occur. The relative impact of reporting delays on the reinsurer may vary depending on the type of coverage, contractual reporting terms, the magnitude of the claim relative to the attachment point of the reinsurance coverage and other reasons."}
-{"_id": "BRK.A20230965", "title": "BRK.A Property and casualty insurance unpaid losses", "text": "As reinsurers, the premium and loss data we receive is at least one level removed from the underlying claimant, so there is a risk that the loss data reported is incomplete, inaccurate or the claim is outside the coverage terms. We maintain internal procedures to determine that the information is complete and in compliance with the contract terms. Generally, our reinsurance contracts permit us to access the ceding company\u2019s records with respect to the subject business, thus providing the ability to audit the reported information. In the normal course of business, disputes occasionally arise concerning whether claims are covered by our reinsurance policies. We resolve most coverage disputes through negotiation with the client. If disputes cannot be resolved, our contracts generally provide arbitration or alternative dispute resolution processes. We believe there are no coverage disputes at this time for which an adverse resolution would likely have a material impact on our consolidated results of operations or financial condition."}
-{"_id": "BRK.A20230966", "title": "BRK.A Property and casualty insurance unpaid losses", "text": "Establishing claim liability estimates for reinsurance requires evaluation of loss information received from our clients. We generally rely on the ceding companies\u2019 reported case loss estimates. We independently evaluate certain reported case losses and if appropriate, we use our own case liability estimate. For instance, as of December 31, 2023, our case loss estimates exceeded ceding company estimates by approximately $575 million for certain legacy workers\u2019 compensation claims occurring over 10 years ago. We also periodically conduct detailed reviews of individual client claims, which may cause us to adjust our case estimates."}
-{"_id": "BRK.A20230967", "title": "BRK.A Property and casualty insurance unpaid losses", "text": "Although liabilities for losses are initially determined based on pricing and underwriting analysis, we use a variety of actuarial methodologies that place reliance on the extrapolation of historical data, loss development patterns, industry data and other benchmarks. The estimate of the IBNR liabilities also requires judgment by actuaries and management to reflect the impact of additional factors like change in business mix, volume, claim reporting and handling practices, inflation, social and legal environment and the terms and conditions of the contracts. The methodologies generally fall into or are hybrids of one or more of the following categories:"}
-{"_id": "BRK.A20230968", "title": "BRK.A Property and casualty insurance unpaid losses", "text": "Paid and incurred loss development methods consider expected case loss emergence and development patterns, together with expected loss ratios by year. Factors affecting our loss development analysis include, but are not limited to, changes in the following: client claims reporting and settlement practices, the frequency of client company claim reviews, policy terms and coverage (such as loss retention levels and occurrence and aggregate policy limits), loss trends and legal trends that result in unanticipated losses. Collectively, these factors influence our selections of expected case loss emergence patterns."}
-{"_id": "BRK.A20230969", "title": "BRK.A Property and casualty insurance unpaid losses", "text": "Incurred and paid loss Bornhuetter-Ferguson methods consider actual paid and incurred losses and expected reporting patterns of paid and incurred losses, taking the initial expected ultimate losses into account to determine an estimate of the expected unpaid or unreported losses."}
-{"_id": "BRK.A20230974", "title": "BRK.A Property and casualty insurance unpaid losses", "text": "Frequency and severity methods commonly focus on a review of the number of anticipated claims and the anticipated claims severity and may also rely on development patterns to derive such estimates. However, our processes and techniques for estimating liabilities in such analyses generally rely more on a per-policy assessment of the ultimate cost associated with the individual loss rather than with an analysis of historical development patterns of past losses."}
-{"_id": "BRK.A20230975", "title": "BRK.A Property and casualty insurance unpaid losses", "text": "Additional analysis \u2013 In some cases we have established reinsurance claim liabilities on a contract-by-contract basis, determined from case loss estimates reported by the ceding company and IBNR liabilities that are primarily a function of an anticipated loss ratio for the contract and the reported case loss estimate. Liabilities are adjusted upward or downward over time to reflect case losses reported versus expected case losses, which we use to form revised judgment on the adequacy of the expected loss ratio and the level of IBNR liabilities required for unreported claims. Anticipated loss ratios are also revised to include estimates of known major catastrophe events."}
-{"_id": "BRK.A20230976", "title": "BRK.A Property and casualty insurance unpaid losses", "text": "Our claim liability estimation process for short-tail lines, primarily property exposures, utilizes a combination of the paid and incurred loss development methods and the incurred and paid loss Bornhuetter-Ferguson methods. Certain property catastrophe, individual risk and aviation excess-of-loss contracts tend to generate low frequency/high severity losses. Our processes and techniques for estimating liabilities under such contracts generally rely more on a per contract assessment of the ultimate cost associated with the individual loss event rather than with an analysis of the historical development patterns of past losses."}
-{"_id": "BRK.A20230977", "title": "BRK.A Property and casualty insurance unpaid losses", "text": "For our long-tail lines, primarily casualty exposures, we may rely on different methods depending on the maturity of the business, with estimates for the most recent years being based on priced loss expectations and more mature years reflecting the paid or incurred development pattern indications."}
-{"_id": "BRK.A20230978", "title": "BRK.A Property and casualty insurance unpaid losses", "text": "In 2023, workers\u2019 compensation claims reported losses were less than expected. As a result, we reduced estimated ultimate losses for prior years\u2019 loss events by $116 million. We estimate that increases of ten percent in the tail of the expected loss emergence pattern and in the expected loss ratios would produce a net increase of approximately $1.0 billion in IBNR liabilities, producing a corresponding decrease in pre-tax earnings. We believe it is reasonably possible for these assumptions to increase at these rates."}
-{"_id": "BRK.A20230979", "title": "BRK.A Property and casualty insurance unpaid losses", "text": "For other casualty losses, other than asbestos and environmental, we reduced estimated ultimate liabilities for prior years\u2019 events by approximately $225 million in 2023. For certain significant casualty and general liability portfolios, we estimate that increases of five percent in the claim-tails of the expected loss emergence patterns and in the expected loss ratios could produce a net increase in our nominal IBNR liabilities and a corresponding reduction in pre-tax earnings of approximately $2 billion, although outcomes of greater than or less than $2 billion are possible."}
-{"_id": "BRK.A20230980", "title": "BRK.A Property and casualty insurance unpaid losses", "text": "The change in estimated ultimate liabilities for asbestos and environmental claims, excluding amounts assumed under retroactive reinsurance contracts was not significant in 2023. Net liabilities for such claims were approximately $2.0 billion at December 31, 2023. Loss estimations for these exposures are difficult to determine due to the changing legal environment and increases may be required in the future if new exposures or claimants are identified, new claims are reported or new theories of liability emerge."}
-{"_id": "BRK.A20230982", "title": "BRK.A Retroactive reinsurance", "text": "Our retroactive reinsurance contracts cover loss events occurring before the contract inception dates. Claim liabilities associated with our retroactive reinsurance contracts predominately pertain to casualty or liability exposures. We expect the claim-tails will be very long. At December 31, 2023, gross unpaid losses were $34.6 billion and deferred charges were $9.5 billion."}
-{"_id": "BRK.A20230983", "title": "BRK.A Retroactive reinsurance", "text": "Our contracts are generally subject to maximum limits of indemnification and, as such, we currently expect that maximum remaining gross losses payable under our retroactive policies will not exceed $50 billion. Absent significant judicial or legislative changes affecting asbestos, environmental or mass tort exposures, we also currently believe it unlikely that losses will develop upward to the maximum losses payable or downward by more than 15% of our current estimated gross liability."}
-{"_id": "BRK.A20230988", "title": "BRK.A Property and casualty insurance unpaid losses", "text": "We establish liability estimates by individual contract, considering exposure and development trends, historical aggregate loss payment patterns and project expected ultimate losses under various scenarios. We apply judgmental probability factors to these scenarios to determine an expected outcome. We also monitor subsequent loss payment activity and ceding company reports and other available information. We re-estimate ultimate losses when significant events or significant deviations from expectations are revealed."}
-{"_id": "BRK.A20230989", "title": "BRK.A Property and casualty insurance unpaid losses", "text": "Certain of our retroactive reinsurance contracts include asbestos, environmental and other mass tort claims. Our estimated liabilities for asbestos and environmental exposures were approximately $12.2 billion at December 31, 2023. We do not consistently receive reliable detailed underlying claims data from all ceding companies, particularly with respect to multi-line or aggregate excess-of-loss policies. When possible, we conduct a detailed analysis of the underlying loss data to make an estimate of ultimate reinsured losses. When detailed loss information is unavailable, we may apply recent industry trends and projections to aggregate client data. Judgments in these areas necessarily consider the stability of the legal and regulatory environment under which we expect claims will be adjudicated. Legal reform and legislation could also have a significant impact on our ultimate liabilities."}
-{"_id": "BRK.A20230990", "title": "BRK.A Property and casualty insurance unpaid losses", "text": "Deferred charges for retroactive reinsurance contracts, which at contract inception, represents the excess of the estimated ultimate liability for unpaid losses over premiums received. Deferred charges are subsequently charged to pre-tax earnings in future periods based on the expected timing and amount of loss payments. We adjust deferred charge balances for the impact of changes in the expected timing and ultimate amount of claim payments. Based on the contracts in effect as of December 31, 2023, we estimate that amortization expense in 2024 will approximate $900 million."}
-{"_id": "BRK.A20230991", "title": "BRK.A Property and casualty insurance unpaid losses", "text": "We increased estimated ultimate liabilities for prior years\u2019 retroactive reinsurance contracts by $1.1 billion in the fourth quarter of 2023, primarily for asbestos, environmental and other casualty exposures. This increase, net of related changes in unamortized deferred charges, produced an incremental pre-tax underwriting loss of approximately $650 million."}
-{"_id": "BRK.A20230993", "title": "BRK.A Other Critical Accounting Estimates", "text": "Our Consolidated Balance Sheet at December 31, 2023 includes goodwill of acquired businesses of $84.6 billion and indefinite-lived other intangible assets of $18.9 billion. We evaluate these assets for impairment annually in the fourth quarter and on an interim basis if the facts and circumstances lead us to believe that more likely than not there has been an impairment."}
-{"_id": "BRK.A20230994", "title": "BRK.A Other Critical Accounting Estimates", "text": "Goodwill and indefinite-lived intangible asset impairment reviews include determining the estimated fair values of our reporting units and of indefinite-lived intangible assets. Several methods may be used to estimate fair values, including market quotations, multiples of earnings and other valuation techniques. We primarily use discounted projected future earnings or cash flow methods in determining fair values. The key assumptions and inputs used in such determinations may include forecasting revenues and expenses, cash flows and capital expenditures, as well as an appropriate discount rate and other inputs. Significant judgment by management is required in estimating the fair value of a reporting unit and in performing impairment reviews. Due to the inherent subjectivity and uncertainty in forecasting future cash flows and earnings over long periods of time, actual results may differ materially from the forecasts. If the carrying value of a reporting unit exceeds the estimated fair value of the reporting unit, then the excess, limited to the carrying amount of goodwill, is charged to earnings as an impairment loss. If the carrying value of the indefinite-lived intangible asset exceeds fair value, the excess is charged to earnings as an impairment loss."}
-{"_id": "BRK.A20230995", "title": "BRK.A Other Critical Accounting Estimates", "text": "As of December 31, 2023, we concluded it was more likely than not that goodwill recorded in our Consolidated Balance Sheet was not impaired. The fair value estimates of reporting units are and will likely be significantly affected by assumptions on the long-term effects of the COVID-19 pandemic on the reporting units businesses, as well as other assumptions concerning the long-term economic performance of the reporting units, which we cannot reliably predict. Consequently, any fair value estimates can be subject to wide variations."}
-{"_id": "BRK.A20231000", "title": "BRK.A Other Critical Accounting Estimates", "text": "In connection with the annual goodwill impairment review conducted in the fourth quarter of 2023, the estimated fair values of nine reporting units did not exceed our carrying values by at least 20%. These reporting units included Precision Castparts Corp. (\u201cPCC\u201d) and three reporting units acquired in late 2022 and early 2023. Our estimated fair value of PCC was approximately $32.6 billion, exceeding our carrying value of approximately $29.7 billion by 10%. Our carrying value of PCC included goodwill of approximately $7.5 billion. The three reporting units acquired in late 2022 and early 2023 included PTC, Jazwares and IPS. The fair values of these entities at December 31, 2023 totaled approximately $21.5 billion, which exceeded our carrying values by 1.5%. Goodwill associated with these reporting units was $8.5 billion. The remaining five other reporting units had an aggregate estimated fair value of approximately $4.4 billion, which exceeded our aggregate carrying value of approximately 10%. The carrying value of these units included goodwill of approximately $1.3 billion."}
-{"_id": "BRK.A20231002", "title": "BRK.A Market Risk Disclosures", "text": "Our Consolidated Balance Sheets include substantial amounts of assets and liabilities whose fair values are subject to market risks. Our significant market risks are primarily associated with equity prices, interest rates, foreign currency exchange rates and commodity prices. The fair values of our investment portfolios remain subject to considerable volatility. The following sections address the significant market risks associated with our business activities."}
-{"_id": "BRK.A20231004", "title": "BRK.A Equity Price Risk", "text": "Investments in equity securities represent the most significant portion of our consolidated investment portfolio. Strategically, we strive to invest in businesses that possess excellent economics and able and honest management, and we prefer to invest a meaningful amount in each company. Historically, equity investments have been concentrated in relatively few issuers. At December 31, 2023, approximately 79% of the total fair value of equity securities was concentrated in five companies."}
-{"_id": "BRK.A20231005", "title": "BRK.A Equity Price Risk", "text": "We often hold our equity securities for long periods and short-term price volatility has occurred in the past and will occur in the future. We also strive to maintain significant levels of shareholder capital and ample liquidity to provide a margin of safety against short-term price volatility."}
-{"_id": "BRK.A20231013", "title": "BRK.A Equity Price Risk", "text": "The following table summarizes our investments in equity securities, other than our investments in Kraft Heinz and Occidental common stocks, and the estimated effects of a hypothetical 30% increase and a 30% decrease in market prices as of those dates. The selected 30% hypothetical increase and decrease does not reflect the best or worst case scenario. Indeed, results from declines could be far worse due both to the nature of equity markets and the aforementioned concentrations existing in our equity investment portfolio. Dollar amounts are in millions. ####Fair Value##Hypothetical Price Change####Estimated Fair Value After Hypothetical Change in Prices####Estimated Increase (Decrease) in Net Earnings (1)## December 31, 2023################ Investments in equity securities##$##353,842##30% increase##$##457,993##$##82,281## ######30% decrease####249,885####(82,129##) December 31, 2022################ Investments in equity securities##$##308,793##30% increase##$##399,087##$##71,344## ######30% decrease####218,688####(71,195##)"}
-{"_id": "BRK.A20231014", "title": "BRK.A Equity Price Risk", "text": "(1)The estimated increase (decrease) is after income taxes."}
-{"_id": "BRK.A20231018", "title": "BRK.A Interest Rate Risk", "text": "We also invest in bonds, loans or other interest rate sensitive instruments. Our strategy is to acquire or originate such instruments at prices or with interest rates considered appropriate relative to the perceived credit risk. We also issue debt in the ordinary course of business to fund business operations, business acquisitions and for other general purposes. We attempt to maintain high credit ratings in order to minimize the cost of our debt. We generally do not utilize derivative products, such as interest rate swaps, to manage interest rate risks and we do not attempt to match maturities of assets and liabilities."}
-{"_id": "BRK.A20231019", "title": "BRK.A Interest Rate Risk", "text": "The fair values of our fixed maturity investments, loans and finance receivables and notes payable and other borrowings will fluctuate in response to changes in market interest rates. Increases and decreases in interest rates generally translate into decreases and increases in fair values of these instruments. Additionally, fair values of interest rate sensitive instruments may be affected by the creditworthiness of the issuer, prepayment options, relative values of alternative investments, the liquidity of the instrument and other general market conditions."}
-{"_id": "BRK.A20231028", "title": "BRK.A Interest Rate Risk", "text": "The following table summarizes the estimated effects of hypothetical changes in interest rates on our significant assets and liabilities that are subject to significant interest rate risk. We assumed that the interest rate changes occur immediately and uniformly to each category of instrument and that there were no significant changes to other factors used to determine the value of the instrument. The hypothetical changes in interest rates do not reflect the best or worst case scenarios. Actual results may differ from those reflected in the table. Dollars are in millions. ##############Estimated Fair Value After Hypothetical Change in Interest Rates (bp=basis points)######## ####Fair Value####100 bp decrease####100 bp increase######200 bp increase####300 bp increase December 31, 2023###################### Assets:###################### Investments in fixed maturity securities##$##23,758##$##23,937##$##23,585####$##23,419##$##23,258 Investments in equity securities*####8,688####9,069####8,329######7,990####7,670 Loans and finance receivables####24,190####25,187####23,266######22,409####21,612 Liabilities:######################"}
-{"_id": "BRK.A20231037", "title": "BRK.A Notes payable and other borrowings:######################", "text": " Insurance and other####39,184####42,750####36,161######33,581####31,361 Railroad, utilities and energy####81,036####88,915####74,379######68,792####64,043 December 31, 2022###################### Assets:###################### Investments in fixed maturity securities##$##25,128##$##25,619##$##24,659####$##24,215##$##23,794 Investments in equity securities*####9,964####10,434####9,523######9,109####8,719 Loans and finance receivables####23,428####24,249####22,633######21,907####21,228 Liabilities:######################"}
-{"_id": "BRK.A20231040", "title": "BRK.A Notes payable and other borrowings:######################", "text": " Insurance and other####41,961####45,535####38,941######36,367####34,157 Railroad, utilities and energy####67,651####74,698####61,725######56,710####52,430"}
-{"_id": "BRK.A20231043", "title": "BRK.A Foreign Currency Risk", "text": "Certain of our subsidiaries operate in foreign jurisdictions and we transact business in foreign currencies. In addition, we hold investments in common stocks of major multinational companies, who have significant foreign business and foreign currency risk of their own. We generally do not attempt to match assets and liabilities by currency and do not use derivative contracts to manage foreign currency risks in a meaningful way."}
-{"_id": "BRK.A20231051", "title": "BRK.A Foreign Currency Risk", "text": "Our net assets subject to financial statement translation into U.S. Dollars are primarily in our insurance, utilities and energy and certain manufacturing subsidiaries. A portion of our financial statement translation-related impact from changes in foreign currency rates is recorded in other comprehensive income. In addition, we include gains or losses from changes in foreign currency exchange rates in net earnings related to non-U.S. Dollar denominated assets and liabilities of Berkshire and its U.S.-based subsidiaries. A summary of these gains (losses), after-tax, for each of the years ending December 31, 2023 and 2022 follows (in millions). ####2023######2022## Non-U.S. denominated debt included in net earnings##$##211####$##1,263## Net liabilities under certain reinsurance contracts included in net earnings####(241##)####482## Foreign currency translation included in other comprehensive income####749######(2,050##)"}
-{"_id": "BRK.A20231053", "title": "BRK.A Commodity Price Risk", "text": "Our subsidiaries use commodities in various ways in manufacturing and providing services. As such, we are subject to price risks related to various commodities. In most instances, we attempt to manage these risks through the pricing of our products and services to customers. To the extent that we are unable to sustain price increases in response to commodity price increases, our operating results will likely be adversely affected. We generally do not utilize derivative contracts to manage commodity price risks to any significant degree."}
-{"_id": "BRK.A20231055", "title": "BRK.A Quantitative and Qualitative Disclosures About Market Risk", "text": "See \u201cMarket Risk Disclosures\u201d contained in Item 7 \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d"}
-{"_id": "BRK.A20231057", "title": "BRK.A Management\u2019s Report on Internal Control Over Financial Reporting", "text": "Management of Berkshire Hathaway Inc. is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the Company\u2019s internal control over financial reporting as of December 31, 2023, as required by the Securities Exchange Act of 1934 Rule 13a-15(c). In making this assessment, we used the criteria set forth in the framework in Internal Control\u2014Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control\u2014Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2023."}
-{"_id": "BRK.A20231058", "title": "BRK.A Management\u2019s Report on Internal Control Over Financial Reporting", "text": "The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears on page K-67."}
-{"_id": "BRK.A20231059", "title": "BRK.A Management\u2019s Report on Internal Control Over Financial Reporting", "text": "Berkshire Hathaway Inc."}
-{"_id": "BRK.A20231065", "title": "BRK.A To the Shareholders and the Board of Directors of", "text": "Berkshire Hathaway Inc."}
-{"_id": "BRK.A20231066", "title": "BRK.A To the Shareholders and the Board of Directors of", "text": "Opinions on the Financial Statements and Internal Control over Financial Reporting"}
-{"_id": "BRK.A20231067", "title": "BRK.A To the Shareholders and the Board of Directors of", "text": "We have audited the accompanying consolidated balance sheets of Berkshire Hathaway Inc. and subsidiaries (the \u201cCompany\u201d) as of December 31, 2023 and 2022, the related consolidated statements of earnings, comprehensive income, changes in shareholders\u2019 equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). We also have audited the Company\u2019s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control \u2014 Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)."}
-{"_id": "BRK.A20231068", "title": "BRK.A To the Shareholders and the Board of Directors of", "text": "In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control \u2014 Integrated Framework (2013) issued by COSO."}
-{"_id": "BRK.A20231070", "title": "BRK.A Change in Accounting Principle", "text": "As discussed in Note 1 to the financial statements, effective January 1, 2023, the Company adopted Accounting Standards Update 2018-12 Targeted Improvements to the Accounting for Long-Duration Contracts, using the modified retrospective approach."}
-{"_id": "BRK.A20231072", "title": "BRK.A Basis for Opinions", "text": "The Company\u2019s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management\u2019s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company\u2019s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "BRK.A20231073", "title": "BRK.A Basis for Opinions", "text": "We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects."}
-{"_id": "BRK.A20231074", "title": "BRK.A Basis for Opinions", "text": "Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions."}
-{"_id": "BRK.A20231076", "title": "BRK.A Definition and Limitations of Internal Control over Financial Reporting", "text": "A company\u2019s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company\u2019s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company\u2019s assets that could have a material effect on the financial statements."}
-{"_id": "BRK.A20231079", "title": "BRK.A REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Continued)", "text": "Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate."}
-{"_id": "BRK.A20231081", "title": "BRK.A Critical Audit Matters", "text": "The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate."}
-{"_id": "BRK.A20231082", "title": "BRK.A Critical Audit Matters", "text": "Unpaid Losses and Loss Adjustment Expenses \u2014 Refer to Notes 1 and 16 to the financial statements"}
-{"_id": "BRK.A20231084", "title": "BRK.A Critical Audit Matter Description", "text": "The Company\u2019s unpaid losses and loss adjustment expenses (\u201cclaim liabilities\u201d) include short duration property and casualty insurance and reinsurance contracts. Key assumptions affecting certain of these claim liabilities include anticipated claims and their severity, expected loss ratios, and expected patterns of paid and incurred losses."}
-{"_id": "BRK.A20231085", "title": "BRK.A Critical Audit Matter Description", "text": "Given the subjectivity of estimating these key assumptions, performing audit procedures to evaluate whether certain of these claim liabilities were appropriately recorded as of December 31, 2023 required a high degree of auditor judgment and an increased extent of effort, including the need to involve our actuarial specialists."}
-{"_id": "BRK.A20231092", "title": "BRK.A How the Critical Audit Matter Was Addressed in the Audit", "text": "Our audit procedures related to the key assumptions affecting certain of these claim liabilities included the following, among others: \u2022We tested the operating effectiveness of controls over claim liabilities, including those over the key assumptions. \u2022We tested the underlying data that served as the basis for the actuarial analysis to evaluate that the inputs to the actuarial estimate were accurate and complete. \u2022With the assistance of our actuarial specialists: \u2022We developed independent estimates of the claim liabilities, including loss data and industry claim development factors as needed, and compared our estimates to management\u2019s estimates. \u2022We compared prior year estimates of expected incurred losses to actual experience during the most recent year to identify potential bias in management\u2019s determination of the claim liabilities."}
-{"_id": "BRK.A20231093", "title": "BRK.A How the Critical Audit Matter Was Addressed in the Audit", "text": "Unpaid Losses and Loss Adjustment Expenses \u2014 Retroactive Reinsurance Contracts \u2014 Refer to Notes 1 and 17 to the financial statements"}
-{"_id": "BRK.A20231095", "title": "BRK.A Critical Audit Matter Description", "text": "The Company\u2019s unpaid losses and loss adjustment expenses under retroactive reinsurance contracts (\u201cretroactive claim liabilities\u201d) include property and casualty retroactive reinsurance contracts. Key assumptions affecting certain of these retroactive claim liabilities include anticipated claims and their severity, expected loss ratios, and expected patterns of paid and incurred losses."}
-{"_id": "BRK.A20231096", "title": "BRK.A Critical Audit Matter Description", "text": "Given the subjectivity of estimating these key assumptions, performing audit procedures to evaluate whether certain of these claim liabilities were appropriately recorded as of December 31, 2023, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our actuarial specialists."}
-{"_id": "BRK.A20231099", "title": "BRK.A How the Critical Audit Matter Was Addressed in the Audit", "text": "Our audit procedures related to the key assumptions affecting claim liabilities included the following, among others: \u2022We tested the operating effectiveness of controls over claim liabilities, including those over the key assumptions."}
-{"_id": "BRK.A20231105", "title": "BRK.A REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Continued)", "text": " \u2022We tested the underlying data that served as the basis for the actuarial analysis, including historical claims, to test that the inputs to the actuarial estimate were accurate and complete. \u2022With the assistance of our actuarial specialists: \u2022We developed independent claim liability estimates for certain retroactive reinsurance contracts and compared our estimates to management\u2019s estimates. For other retroactive reinsurance contracts, we evaluated the process used by management to develop the estimated claim liabilities. \u2022We compared prior year estimates of expected incurred losses to actual experience during the most recent year to identify potential bias in management\u2019s determination of the claim liabilities."}
-{"_id": "BRK.A20231106", "title": "BRK.A REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Continued)", "text": "Goodwill and Indefinite-Lived Intangible Assets \u2014 Refer to Notes 1 and 13 to the financial statements"}
-{"_id": "BRK.A20231108", "title": "BRK.A Critical Audit Matter Description", "text": "The Company\u2019s evaluation of goodwill and indefinite-lived intangible assets for impairment involves the comparison of the fair value of each reporting unit or asset to its carrying value. As of December 31, 2023, goodwill of approximately $8 billion and indefinite-lived intangible assets of $13 billion were recorded at the Precision Castparts Corp. (\u201cPCC\u201d) reporting unit. PCC primarily uses discounted projected future net earnings to estimate fair value, which requires management to make significant estimates and assumptions related to forecasted future revenue, earnings before interest and taxes (\u201cEBIT\u201d), and discount rates."}
-{"_id": "BRK.A20231109", "title": "BRK.A Critical Audit Matter Description", "text": "Given the significant judgments made by management in their evaluation of potential impairment of PCC goodwill and PCC indefinite-lived intangible assets and the difference between their fair values and carrying values, performing audit procedures to evaluate the reasonableness of management\u2019s estimates and assumptions required a high degree of auditor judgment. Increased audit effort, including the need to involve our fair value specialists, was required to test management\u2019s estimates and assumptions of forecasted future revenue and EBIT and the selection of the discount rate."}
-{"_id": "BRK.A20231116", "title": "BRK.A How the Critical Audit Matter Was Addressed in the Audit", "text": "Our audit procedures related to forecasts of future revenue and EBIT and the selection of the discount rate for the PCC reporting unit and certain customer relationships included the following, among others: \u2022We tested the effectiveness of controls over goodwill and indefinite-lived intangible assets, including those over the forecasts of future revenue and EBIT and the selection of the discount rate. \u2022We evaluated management\u2019s ability to accurately forecast future revenue and EBIT by comparing prior year forecasts to actual results in the respective years. \u2022We evaluated the reasonableness of management\u2019s current revenue and EBIT forecasts by comparing the forecasts to historical results, newly executed long-term contracts, customer demand and build schedules, and forecasted information included in analyst and industry reports and certain peer companies\u2019 disclosures. \u2022With the assistance of our fair value specialists, we evaluated the valuation methodologies, the terminal growth rates and discount rate, including testing the underlying source information and the mathematical accuracy of the calculations, and developed a range of independent estimates and compared those to the terminal growth rates and discount rate selected by management. \u2022With the assistance of our fair value specialists, we evaluated the valuation methodologies, and the terminal growth rates and discount rate. We tested the underlying source information and mathematical accuracy of calculations and developed a range of independent estimates and compared those to the terminal growth rates and discount rate selected by management."}
-{"_id": "BRK.A20231120", "title": "BRK.A February 24, 2024", "text": "We have served as the Company\u2019s auditor since 1985."}
-{"_id": "BRK.A20231122", "title": "BRK.A K-69", "text": "BERKSHIRE HATHAWAY INC."}
-{"_id": "BRK.A20231153", "title": "BRK.A CONSOLIDATED BALANCE SHEETS (dollars in millions)", "text": " ######December 31,#### ####2023######2022 ASSETS########## Insurance and Other:########## Cash and cash equivalents*##$##33,672####$##32,260 Short-term investments in U.S. Treasury Bills####129,619######92,774 Investments in fixed maturity securities####23,758######25,128 Investments in equity securities####353,842######308,793 Equity method investments####29,066######28,050 Loans and finance receivables####24,681######23,208 Other receivables####44,174######43,490 Inventories####24,159######25,366 Property, plant and equipment####22,030######21,113 Equipment held for lease####16,947######15,584 Goodwill####50,868######51,522 Other intangible assets####29,327######29,187 Deferred charges - retroactive reinsurance####9,495######9,870 Other####19,568######19,657 ####811,206######726,002 Railroad, Utilities and Energy:########## Cash and cash equivalents*####4,350######3,551 Receivables####7,086######4,795 Property, plant and equipment####177,616######160,268 Goodwill####33,758######26,597 Regulatory assets####5,565######5,062 Other####30,397######22,190 ####258,772######222,463 ##$##1,069,978####$##948,465"}
-{"_id": "BRK.A20231154", "title": "BRK.A CONSOLIDATED BALANCE SHEETS (dollars in millions)", "text": "* Includes U.S. Treasury Bills with maturities of three months or less when purchased of $4.8 billion at December 31, 2023 and $2.6 billion at December 31, 2022."}
-{"_id": "BRK.A20231157", "title": "BRK.A K-70", "text": "BERKSHIRE HATHAWAY INC."}
-{"_id": "BRK.A20231171", "title": "BRK.A CONSOLIDATED BALANCE SHEETS (dollars in millions)", "text": " ########December 31,###### ####2023########2022## LIABILITIES AND SHAREHOLDERS\u2019 EQUITY############## Insurance and Other:############## Unpaid losses and loss adjustment expenses##$##111,082######$##107,472## Unpaid losses and loss adjustment expenses - retroactive reinsurance contracts####34,647########35,415## Unearned premiums####30,507########28,657## Life, annuity and health insurance benefits####20,213########19,753## Other policyholder liabilities####11,545########11,370## Accounts payable, accruals and other liabilities####32,402########33,201## Aircraft repurchase liabilities and unearned lease revenues####8,253########6,820##"}
-{"_id": "BRK.A20231176", "title": "BRK.A Notes payable and other borrowings####42,692########46,538##", "text": " ####291,341########289,226## Railroad, Utilities and Energy:############## Accounts payable, accruals and other liabilities####22,461########16,615## Regulatory liabilities####6,818########7,369##"}
-{"_id": "BRK.A20231191", "title": "BRK.A Notes payable and other borrowings####85,579########76,206##", "text": " ####114,858########100,190## Income taxes, principally deferred####93,009########77,368## Total liabilities####499,208########466,784## Redeemable noncontrolling interests####3,261########\u2014## Shareholders\u2019 equity:############## Common stock####8########8## Capital in excess of par value####34,480########35,167## Accumulated other comprehensive income####(3,763##)######(5,052##) Retained earnings####607,350########511,127## Treasury stock, at cost####(76,802##)######(67,826##) Berkshire Hathaway shareholders\u2019 equity####561,273########473,424## Noncontrolling interests####6,236########8,257## Total shareholders\u2019 equity####567,509########481,681## ##$##1,069,978######$##948,465##"}
-{"_id": "BRK.A20231194", "title": "BRK.A K-71", "text": "BERKSHIRE HATHAWAY INC."}
-{"_id": "BRK.A20231241", "title": "BRK.A CONSOLIDATED STATEMENTS OF EARNINGS (dollars in millions except per share amounts)", "text": " ########Year Ended December 31,###### ####2023####2022######2021 Revenues:############## Insurance and Other:############## Insurance premiums earned##$##83,403##$##74,576####$##69,460 Sales and service revenues####155,687####157,518######145,043 Leasing revenues####8,416####7,514######5,988 Interest, dividend and other investment income####15,561####10,263######7,465 ####263,067####249,871######227,956 Railroad, Utilities and Energy:############## Freight rail transportation revenues####23,791####25,802######23,177 Utility and energy operating revenues####72,693####21,023######18,891 Service revenues and other income####4,931####5,324######6,161 ####101,415####52,149######48,229 Total revenues####364,482####302,020######276,185 Investment and derivative contract gains (losses)####74,855####(67,899##)####78,542 Costs and expenses:############## Insurance and Other:############## Insurance losses and loss adjustment expenses####57,187####57,646######49,964 Life, annuity and health benefits####4,029####5,243######5,824 Insurance underwriting expenses####15,270####11,706######12,559 Cost of sales and services####122,569####124,319######114,138 Cost of leasing####6,037####5,550######4,201 Selling, general and administrative expenses####22,605####19,506######18,843 Interest expense####1,258####1,187######1,086 ####228,955####225,157######206,615 Railroad, Utilities and Energy:############## Freight rail transportation expenses####16,464####17,282######14,477 Utilities and energy cost of sales and other expenses####67,964####15,896######13,959 Other expenses####4,016####4,984######5,615 Interest expense####3,745####3,165######3,086 ####92,189####41,327######37,137 Total costs and expenses####321,144####266,484######243,752 Earnings (loss) before income taxes and equity method earnings####118,193####(32,363##)####110,975 Equity method earnings####1,973####1,863######886 Earnings (loss) before income taxes####120,166####(30,500##)####111,861 Income tax expense (benefit)####23,019####(8,502##)####20,912 Net earnings (loss)####97,147####(21,998##)####90,949 Earnings attributable to noncontrolling interests####924####761######1,012 Net earnings (loss) attributable to Berkshire Hathaway shareholders##$##96,223##$##(22,759##)##$##89,937 Net earnings (loss) per average equivalent Class A share##$##66,412##$##(15,494##)##$##59,554 Net earnings (loss) per average equivalent Class B share*##$##44.27##$##(10.33##)##$##39.70 Average equivalent Class A shares outstanding####1,448,880####1,468,876######1,510,180 Average equivalent Class B shares outstanding####2,173,319,709####2,203,313,642######2,265,269,867"}
-{"_id": "BRK.A20231242", "title": "BRK.A CONSOLIDATED STATEMENTS OF EARNINGS (dollars in millions except per share amounts)", "text": "* Net earnings per average equivalent Class B share outstanding are equal to one-fifteen-hundredth of the equivalent Class A amount. See Note 22."}
-{"_id": "BRK.A20231245", "title": "BRK.A K-72", "text": "BERKSHIRE HATHAWAY INC."}
-{"_id": "BRK.A20231265", "title": "BRK.A CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (dollars in millions)", "text": " ##########Year Ended December 31,######## ####2023######2022######2021## Net earnings (loss)##$##97,147####$##(21,998##)##$##90,949## Other comprehensive income:################## Unrealized gains (losses) on investments####477######(713##)####(217##) Applicable income taxes####(100##)####158######50## Foreign currency translation####782######(2,138##)####(1,011##) Applicable income taxes####(7##)####22######(6##) Long-duration insurance contract discount rate changes####(237##)####7,177######2,108## Applicable income taxes####49######(1,540##)####(453##) Defined benefit pension plans####578######(253##)####1,775## Applicable income taxes####(123##)####47######(457##) Other, net####(101##)####250######100## Other comprehensive income, net####1,318######3,010######1,889## Comprehensive income####98,465######(18,988##)####92,838## Comprehensive income attributable to noncontrolling interests####953######700######1,030## Comprehensive income attributable to Berkshire Hathaway shareholders##$##97,512####$##(19,688##)##$##91,808##"}
-{"_id": "BRK.A20231266", "title": "BRK.A CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (dollars in millions)", "text": "BERKSHIRE HATHAWAY INC."}
-{"_id": "BRK.A20231289", "title": "BRK.A CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS\u2019 EQUITY (dollars in millions)", "text": " ############Berkshire Hathaway shareholders\u2019 equity######################## ####Common stock and capital in excess of par value######Accumulated other comprehensive income######Retained earnings######Treasury stock######Non- controlling interests######Total## Balance at December 31, 2020##$##35,634####$##(4,243##)##$##444,626####$##(32,853##)##$##8,172####$##451,336## Adoption of ASU 2018-12####\u2014######(5,751##)####(677##)####\u2014######\u2014######(6,428##) Balance at January 1, 2021####35,634######(9,994##)####443,949######(32,853##)####8,172######444,908## Net earnings (loss)####\u2014######\u2014######89,937######\u2014######1,012######90,949## Other comprehensive income, net####\u2014######1,871######\u2014######\u2014######18######1,889## Acquisition of common stock####\u2014######\u2014######\u2014######(26,942##)####\u2014######(26,942##) Transactions with noncontrolling interests and other####(34##)####\u2014######\u2014######\u2014######(471##)####(505##) Balance at December 31, 2021####35,600######(8,123##)####533,886######(59,795##)####8,731######510,299## Net earnings (loss)####\u2014######\u2014######(22,759##)####\u2014######761######(21,998##) Other comprehensive income, net####\u2014######3,071######\u2014######\u2014######(61##)####3,010## Acquisition of common stock####\u2014######\u2014######\u2014######(8,031##)####\u2014######(8,031##) Transactions with noncontrolling interests and other####(425##)####\u2014######\u2014######\u2014######(1,174##)####(1,599##) Balance at December 31, 2022####35,175######(5,052##)####511,127######(67,826##)####8,257######481,681## Net earnings (loss)####\u2014######\u2014######96,223######\u2014######924######97,147## Other comprehensive income, net####\u2014######1,289######\u2014######\u2014######29######1,318## Acquisition of common stock####\u2014######\u2014######\u2014######(8,976##)####\u2014######(8,976##) Transactions with noncontrolling interests and other####(687##)####\u2014######\u2014######\u2014######(2,974##)####(3,661##) Balance at December 31, 2023##$##34,488####$##(3,763##)##$##607,350####$##(76,802##)##$##6,236####$##567,509##"}
-{"_id": "BRK.A20231292", "title": "BRK.A K-73", "text": "BERKSHIRE HATHAWAY INC."}
-{"_id": "BRK.A20231341", "title": "BRK.A CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in millions)", "text": " ##########Year Ended December 31,######## ####2023######2022######2021## Cash flows from operating activities:################## Net earnings (loss)##$##97,147####$##(21,998##)##$##90,949## Adjustments to reconcile net earnings (loss) to operating cash flows:################## Investment (gains) losses####(74,855##)####67,623######(77,576##) Depreciation and amortization####12,486######10,899######10,718## Other####(6,023##)####(4,206##)####(3,382##) Changes in operating assets and liabilities:################## Unpaid losses and loss adjustment expenses####2,628######4,057######4,194## Deferred charges - retroactive reinsurance####375######769######1,802## Unearned premiums####1,854######1,861######2,306## Receivables and originated loans####(1,949##)####(5,621##)####(5,864##) Inventories####1,426######(4,779##)####(1,862##) Other assets####(1,328##)####(378##)####154## Other liabilities####2,570######1,995######2,658## Income taxes####14,865######(12,872##)####15,330## Net cash flows from operating activities####49,196######37,350######39,427## Cash flows from investing activities:################## Purchases of equity securities####(16,462##)####(67,930##)####(8,448##) Sales of equity securities####40,631######33,664######15,849## Purchases of U.S. Treasury Bills and fixed maturity securities####(235,007##)####(183,922##)####(152,637##) Sales of U.S. Treasury Bills and fixed maturity securities####52,302######90,088######27,188## Redemptions and maturities of U.S. Treasury Bills and fixed maturity securities####153,201######66,318######160,402## Acquisitions of businesses, net of cash acquired####(8,604##)####(10,594##)####(456##) Purchases of property, plant and equipment and equipment held for lease####(19,409##)####(15,464##)####(13,276##) Other####685######239######770## Net cash flows from investing activities####(32,663##)####(87,601##)####29,392## Cash flows from financing activities:################## Proceeds from borrowings of insurance and other businesses####2,133######7,822######2,961## Repayments of borrowings of insurance and other businesses####(5,921##)####(1,502##)####(3,032##) Proceeds from borrowings of railroad, utilities and energy businesses####5,684######4,873######3,959## Repayments of borrowings of railroad, utilities and energy businesses####(5,390##)####(2,426##)####(4,016##) Changes in short term borrowings, net####2,407######(596##)####(624##) Acquisitions of treasury stock####(9,171##)####(7,854##)####(27,061##) Other, principally transactions with noncontrolling interests####(4,147##)####(1,979##)####(695##) Net cash flows from financing activities####(14,405##)####(1,662##)####(28,508##) Effects of foreign currency exchange rate changes####116######(394##)####(1##) Increase (decrease) in cash and cash equivalents and restricted cash####2,244######(52,307##)####40,310## Cash and cash equivalents and restricted cash at the beginning of the year*####36,399######88,706######48,396## Cash and cash equivalents and restricted cash at the end of the year*##$##38,643####$##36,399####$##88,706## * Cash and cash equivalents and restricted cash at the end of year are comprised of:################## Insurance and Other##$##33,672####$##32,260####$##85,319## Railroad, Utilities and Energy####4,350######3,551######2,865## Restricted cash included in other assets####621######588######522## ##$##38,643####$##36,399####$##88,706##"}
-{"_id": "BRK.A20231344", "title": "BRK.A K-74", "text": "BERKSHIRE HATHAWAY INC."}
-{"_id": "BRK.A20231350", "title": "BRK.A December 31, 2023 (1)Significant accounting policies and practices (a)Nature of operations and basis of consolidation", "text": "Berkshire Hathaway Inc. (\u201cBerkshire\u201d) is a holding company owning subsidiaries engaged in numerous diverse business activities, including insurance and reinsurance, freight rail transportation, utilities and energy, manufacturing, service and retailing. In these notes the terms \u201cus,\u201d \u201cwe,\u201d or \u201cour\u201d refer to Berkshire and its consolidated subsidiaries. Further information regarding our reportable business segments is contained in Note 26. Information concerning significant business acquisitions completed over the past three years appears in Note 2. We believe that reporting the Railroad, Utilities and Energy subsidiaries separately is appropriate given the relative significance of their long-lived assets, capital expenditures and debt, which is not guaranteed by Berkshire."}
-{"_id": "BRK.A20231352", "title": "BRK.A December 31, 2023 (1)Significant accounting policies and practices (a)Nature of operations and basis of consolidation (b)Use of estimates in preparation of financial statements", "text": "The accompanying Consolidated Financial Statements include the accounts of Berkshire consolidated with the accounts of all subsidiaries and affiliates in which we hold a controlling financial interest as of the financial statement date. Normally a controlling financial interest reflects ownership of a majority of the voting interests. We consolidate variable interest entities (\u201cVIE\u201d) when we possess both the power to direct the activities of the VIE that most significantly affect its economic performance, and we (a) are obligated to absorb the losses that could be significant to the VIE or (b) hold the right to receive benefits from the VIE that could be significant to the VIE. Intercompany accounts and transactions have been eliminated. Certain immaterial balances in the Consolidated Financial Statements have been reclassified in prior years to conform to current year presentations."}
-{"_id": "BRK.A20231353", "title": "BRK.A December 31, 2023 (1)Significant accounting policies and practices (a)Nature of operations and basis of consolidation (b)Use of estimates in preparation of financial statements", "text": "We prepare our Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States (\u201cGAAP\u201d) which requires us to make estimates and assumptions that affect the reported amounts of certain assets and liabilities at the balance sheet date and the reported amounts of certain revenues and expenses during the period. Our estimates of unpaid losses and loss adjustment expenses are subject to considerable estimation error due to the inherent uncertainty in projecting ultimate claim costs. In addition, estimates and assumptions associated with determinations of deferred charges on retroactive reinsurance contracts, fair values of certain financial instruments and evaluations of goodwill and indefinite-lived intangible assets for impairment require considerable judgment. Actual results may differ from the estimates used in preparing our Consolidated Financial Statements."}
-{"_id": "BRK.A20231354", "title": "BRK.A December 31, 2023 (1)Significant accounting policies and practices (a)Nature of operations and basis of consolidation (b)Use of estimates in preparation of financial statements", "text": "Our operating businesses have been impacted to varying degrees in recent years by government and private sector actions to mitigate the adverse economic effects of the COVID-19 virus and its variants as well as by the development of geopolitical conflicts, supply chain disruptions and government actions to slow inflation. The economic effects from these events over longer terms cannot be reasonably estimated at this time. Accordingly, significant estimates used in the preparation of our Consolidated Financial Statements, including those associated with evaluations of certain long-lived assets, goodwill and other intangible assets for impairment, expected credit losses on amounts owed to us and the estimations of certain losses assumed under insurance and reinsurance contracts, may be subject to significant adjustments in future periods."}
-{"_id": "BRK.A20231355", "title": "BRK.A December 31, 2023 (1)Significant accounting policies and practices (a)Nature of operations and basis of consolidation (b)Use of estimates in preparation of financial statements", "text": "(c)Cash and cash equivalents and short-term investments in U.S. Treasury Bills"}
-{"_id": "BRK.A20231357", "title": "BRK.A December 31, 2023 (1)Significant accounting policies and practices (a)Nature of operations and basis of consolidation (b)Use of estimates in preparation of financial statements (d)Investments in fixed maturity securities", "text": "Cash equivalents consist of demand deposit and money market accounts and investments with maturities of three months or less when purchased. Short-term investments in U.S. Treasury Bills have maturities exceeding three months and less than one year at the time of purchase."}
-{"_id": "BRK.A20231358", "title": "BRK.A December 31, 2023 (1)Significant accounting policies and practices (a)Nature of operations and basis of consolidation (b)Use of estimates in preparation of financial statements (d)Investments in fixed maturity securities", "text": "We classify investments in fixed maturity securities on the acquisition date and at each balance sheet date. Securities classified as held-to-maturity are carried at amortized cost, reflecting the ability and intent to hold the securities to maturity. Securities classified as trading are acquired with the intent to sell in the near term and are carried at fair value with changes in fair value reported in earnings. All other securities are classified as available-for-sale and are carried at fair value. Our investments in fixed maturity securities are classified as available-for-sale. We amortize the difference between the original cost and maturity value of a fixed maturity security to earnings using the interest method."}
-{"_id": "BRK.A20231364", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (d)Investments in fixed maturity securities (e)Investments in equity securities", "text": "We record investment gains and losses on available-for-sale fixed maturity securities in earnings when the securities are sold. For securities in an unrealized loss position, we recognize a loss in earnings for the excess of amortized cost over fair value if we intend to sell before the price recovers. As of the balance sheet date, we evaluate whether the other unrealized losses are attributable to credit losses or other factors. We consider the severity of the decline in value, creditworthiness of the issuer and other relevant factors. We record an allowance for credit losses, limited to the excess of amortized cost over fair value, with a corresponding charge to earnings if the present value of estimated expected cash flows is less than the present value of contractual cash flows. The allowance may be subsequently increased or decreased based on the prevailing facts and circumstances. The portion of the unrealized loss that we believe is not related to a credit loss is recognized in other comprehensive income."}
-{"_id": "BRK.A20231366", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (d)Investments in fixed maturity securities (e)Investments in equity securities (f)Investments under the equity method", "text": "We carry investments in equity securities at fair value and record the changes in fair values in the Consolidated Statements of Earnings as a component of investment gains and losses."}
-{"_id": "BRK.A20231367", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (d)Investments in fixed maturity securities (e)Investments in equity securities (f)Investments under the equity method", "text": "We utilize the equity method to account for investments when we possess the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The ability to exercise significant influence is presumed when the investor possesses more than 20% of the voting interests of the investee. This presumption may be overcome based on specific facts and circumstances that demonstrate that the ability to exercise significant influence is restricted. We apply the equity method to investments in common stock and other investments when such investments possess substantially identical subordinated interests to common stock, and do not apply the equity method to investments that are not in-substance common stock as defined by GAAP."}
-{"_id": "BRK.A20231369", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (d)Investments in fixed maturity securities (e)Investments in equity securities (f)Investments under the equity method (g)Loans and finance receivables", "text": "In applying the equity method, we record the investment at cost and subsequently increase or decrease the carrying amount of the investment by our proportionate share of the net earnings or losses and other comprehensive income of the investee. We record dividends or other equity distributions as reductions in the carrying value of the investment. If net losses reduce our carrying amount to zero, additional net losses may be recorded if other investments in the investee are at-risk, even if we have not committed to provide financial support to the investee. Such additional equity method losses are based upon the change in our claim on the investee\u2019s book value."}
-{"_id": "BRK.A20231370", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (d)Investments in fixed maturity securities (e)Investments in equity securities (f)Investments under the equity method (g)Loans and finance receivables", "text": "Loans and finance receivables are primarily manufactured home loans, and to a lesser extent, commercial loans and site-built home loans. We carry substantially all loans and finance receivables at amortized cost, net of allowances for expected credit losses, based on our ability and intent to hold such loans to maturity. Acquisition costs and loan origination and commitment costs paid and fees received, as well as acquisition premiums or discounts, are amortized to investment income as yield adjustments over the lives of the loans."}
-{"_id": "BRK.A20231371", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (d)Investments in fixed maturity securities (e)Investments in equity securities (f)Investments under the equity method (g)Loans and finance receivables", "text": "Measurements of expected credit losses include provisions for non-collection, whether the risk is probable or remote. Expected credit losses on manufactured home loans are based on the net present value of future principal payments less estimated expenses related to the charge-off and foreclosure of expected uncollectible loans and include provisions for loans that are not in foreclosure. Our principal credit quality indicator is whether the loans are performing. Expected credit loss estimates consider historical default rates, collateral recovery rates, historical runoff rates, interest rates, reductions of future cash flows for modified loans and the historical time elapsed from last payment until foreclosure, among other factors. In addition, our estimates consider current conditions and reasonable and supportable forecasts."}
-{"_id": "BRK.A20231372", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (d)Investments in fixed maturity securities (e)Investments in equity securities (f)Investments under the equity method (g)Loans and finance receivables", "text": "Loans are considered delinquent when payments are more than 30 days past due. We place loans over 90 days past due on nonaccrual status and accrued but uncollected interest is reversed. Subsequent collections on the loans are first applied to the principal and interest owed for the most delinquent amount. We resume interest income accrual once a loan is less than 90 days delinquent."}
-{"_id": "BRK.A20231378", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (g)Loans and finance receivables (h)Other receivables", "text": "Loans are considered non-performing when the foreclosure process has started. Once a loan is in the process of foreclosure, interest income is not recognized until the foreclosure is cured or the loan is modified. Once a modification is complete, interest income is recognized based on the terms of the new loan. Foreclosed loans are charged off when the collateral is sold. Loans not in foreclosure are evaluated for charge-off based on individual circumstances concerning the future collectability of the loan and the condition of the collateral securing the loan."}
-{"_id": "BRK.A20231379", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (g)Loans and finance receivables (h)Other receivables", "text": "Other receivables include balances due from customers, insurance premiums receivable and reinsurance losses recoverable, as well as other receivables. Trade receivables, insurance premiums receivables and other receivables are primarily short-term in nature with stated collection terms of less than one year from the date of origination. Reinsurance recoverables are comprised of amounts ceded under reinsurance contracts or pursuant to mandatory government-sponsored insurance programs. Reinsurance recoverables relate to unpaid losses and loss adjustment expenses arising from property and casualty contracts and benefits under life and health contracts. Receivables are stated net of estimated allowances for uncollectible balances."}
-{"_id": "BRK.A20231381", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (g)Loans and finance receivables (h)Other receivables (i)Derivatives", "text": "We measure expected credit losses primarily utilizing credit loss history. In addition, our credit loss estimates consider current conditions and reasonable and supportable forecasts. In evaluating expected credit losses of reinsurance recoverables on unpaid losses, we review the credit quality of the counterparty and consider right-of-offset provisions within reinsurance contracts and other forms of credit enhancement including collateral, guarantees and other available information. We charge off receivables against the allowances after reasonable collection efforts are exhausted."}
-{"_id": "BRK.A20231383", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (g)Loans and finance receivables (h)Other receivables (i)Derivatives (j)Fair value measurements", "text": "We carry assets and liabilities arising from derivative contracts at fair value in other assets and accounts payable, accruals and other liabilities in our Consolidated Balance Sheets. Balances are net of reductions permitted under master netting agreements with counterparties. We record the changes in fair value of derivative contracts that do not qualify as hedging instruments for financial reporting purposes in earnings or, if such contracts involve our regulated utilities subsidiaries, as regulatory assets or liabilities when inclusion in regulated rates is probable."}
-{"_id": "BRK.A20231385", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (g)Loans and finance receivables (h)Other receivables (i)Derivatives (j)Fair value measurements (k)Inventories", "text": "As defined under GAAP, fair value is the price that would be received to sell an asset or paid to transfer a liability between market participants in the principal market or in the most advantageous market when no principal market exists. Adjustments to transaction prices or quoted market prices may be required in illiquid or disorderly markets when estimating fair value. In such circumstances, alternative valuation techniques may be appropriate to determine the value that would be received to sell an asset or paid to transfer a liability in an orderly transaction. Market participants are assumed to be independent, knowledgeable, and able and willing to transact an exchange and not acting under duress. Our nonperformance or credit risk is considered in determining the fair value of liabilities. Considerable judgment may be required in interpreting market data used to develop the estimates of fair value. Accordingly, estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized in a current or future market exchange."}
-{"_id": "BRK.A20231386", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (g)Loans and finance receivables (h)Other receivables (i)Derivatives (j)Fair value measurements (k)Inventories", "text": "Inventories consist of manufactured goods, goods or products acquired for resale and homes constructed for sale. Manufactured inventory costs include materials, direct and indirect labor and factory overhead. At December 31, 2023, we used the last-in-first-out (\u201cLIFO\u201d) method to value approximately 30% of consolidated inventories with the remainder primarily determined under first-in-first-out and average cost methods. Non-LIFO inventories are stated at the lower of cost or net realizable value. The excess of current or replacement costs over costs determined under LIFO was approximately $2.3 billion as of December 31, 2023 and $2.5 billion as of December 31, 2022."}
-{"_id": "BRK.A20231391", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (l)Property, plant and equipment and equipment held for lease", "text": "We use property, plant and equipment in our operations. We also own equipment that we lease to others under lease contracts. We record additions to such property at cost, which includes asset additions, improvements and betterments. With respect to constructed assets, all materials, direct labor and contract services as well as certain indirect costs are capitalized. Indirect costs include interest over the construction period. With respect to constructed assets of our utility and energy subsidiaries that are subject to authoritative guidance for regulated operations, capitalized costs also include an allowance for funds used during construction, which represents the cost of equity funds used to finance the construction of the regulated facilities. Normal repairs and maintenance and other costs that do not improve the property, extend its useful life or otherwise do not meet capitalization criteria are charged to expense as incurred."}
-{"_id": "BRK.A20231392", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (l)Property, plant and equipment and equipment held for lease", "text": "Depreciation of assets of our regulated utilities and railroad is generally determined using group depreciation methods where rates are based on periodic depreciation studies approved by the applicable regulator. Under group depreciation, a composite rate is applied to the gross investment in a particular class of property, despite differences in the service life or salvage value of individual property units within the same class. When such assets are retired or sold, no gain or loss is recognized. Gains or losses on disposals of all other assets are recorded through earnings."}
-{"_id": "BRK.A20231393", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (l)Property, plant and equipment and equipment held for lease", "text": "Ranges of estimated useful lives of depreciable assets unique to our railroad business are as follows: track structure and other roadway \u2013 10 to 100 years and locomotives, freight cars and other equipment \u2013 6 to 45 years. Ranges of estimated useful lives of assets unique to our utilities and energy businesses are as follows: utility generation, transmission and distribution systems \u2013 5 to 80 years, interstate natural gas pipeline assets \u2013 3 to 80 years, independent power plants and other assets \u2013 2 to 50 years, buildings and improvements \u2013 10 to 30 years and machinery, equipment and other \u2013 3 to 10 years. We depreciate property, plant and equipment used by our other businesses to the estimated salvage value primarily using the straight-line method over estimated service lives. Ranges of estimated service lives of depreciable assets used in our other businesses are as follows: buildings and improvements \u2013 5 to 50 years, machinery and equipment \u2013 3 to 25 years and furniture, fixtures and other \u2013 3 to 15 years. We depreciate the equipment held for lease to estimated salvage value primarily using the straight-line method over estimated useful lives ranging from 3 to 35 years. We use declining balance depreciation methods for assets when the revenue-earning power of the asset is greater during the earlier years of its life."}
-{"_id": "BRK.A20231395", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (l)Property, plant and equipment and equipment held for lease (m)Leases", "text": "We evaluate property, plant and equipment and equipment held for lease for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable or when the assets are held for sale. Upon the occurrence of a triggering event, we assess whether the estimated undiscounted cash flows expected from the use of the asset and the residual value from the ultimate disposal of the asset exceeds the carrying value. If the carrying value exceeds the estimated recoverable amounts, we reduce the carrying value to fair value and record an impairment loss in earnings, except with respect to impairment of assets of our regulated utility and energy subsidiaries where the impacts of regulation are considered in evaluating the carrying value."}
-{"_id": "BRK.A20231397", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (l)Property, plant and equipment and equipment held for lease (m)Leases (n)Goodwill and other intangible assets", "text": "We are party to contracts where we lease property from others. When we lease assets from others, we record right-of-use assets and lease liabilities. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. In this regard, lease payments include fixed payments and variable payments that depend on an index or rate. The lease term is considered the non-cancellable lease period. Certain lease contracts contain renewal options or other terms that provide for variable payments based on performance or usage. Options are not included in determining right-of-use assets or lease liabilities unless it is reasonably certain that options will be exercised. Generally, incremental borrowing rates are used in measuring lease liabilities. Right-of-use assets are subject to review for impairment. As permitted under GAAP, for some leases we do not separate lease components from non-lease components by class of asset and we do not record assets or liabilities for leases with terms of one year or less."}
-{"_id": "BRK.A20231398", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (l)Property, plant and equipment and equipment held for lease (m)Leases (n)Goodwill and other intangible assets", "text": "Goodwill represents the excess of the acquisition price of a business over the acquisition date values of identified net assets of that business. We evaluate goodwill for impairment at least annually. When evaluating goodwill for impairment, we estimate the fair value of the reporting unit. Several methods may be used to estimate a reporting unit\u2019s fair value, including market quotations, asset and liability fair values and other valuation techniques, including, but not limited to, discounted projected future net earnings or net cash flows and multiples of earnings. When the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, the excess up to the balance of goodwill is charged to earnings as an impairment loss."}
-{"_id": "BRK.A20231404", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (n)Goodwill and other intangible assets (o)Revenue recognition", "text": "Intangible assets with indefinite lives are also tested for impairment at least annually and when events or changes in circumstances indicate that, more-likely-than-not, the asset is impaired. Significant judgment is required in estimating fair values and performing goodwill and indefinite-lived intangible asset impairment tests. We amortize intangible assets with finite lives in a pattern that reflects the expected consumption of related economic benefits or on a straight-line basis over the estimated economic useful lives. Intangible assets with finite lives are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable."}
-{"_id": "BRK.A20231405", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (n)Goodwill and other intangible assets (o)Revenue recognition", "text": "We earn insurance premiums on prospective property/casualty insurance and reinsurance contracts over the loss exposure or coverage period in proportion to the level of protection provided. We earn premiums, in most cases, ratably over the term of the contract with unearned premiums computed on a monthly or daily pro-rata basis. Premiums on retroactive property/casualty reinsurance contracts are normally received in full and are fully earned at the inception of the contracts, as all underlying loss events covered by the policies occurred prior to contract inception. Premiums for life reinsurance and periodic payment annuity contracts are earned when due. Premiums for periodic payment annuity contracts are fully received and earned at the inception of the contracts. Premiums earned are stated net of amounts ceded to reinsurers. Premiums earned on contracts with experience-rating provisions reflect estimated loss experience under such contracts."}
-{"_id": "BRK.A20231406", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (n)Goodwill and other intangible assets (o)Revenue recognition", "text": "Sales and service revenues are recognized when goods or services are transferred to a customer. A good or service is transferred when (or as) the customer obtains control of that good or service. Revenues are based on the consideration we expect to receive in connection with our promises to deliver goods and services to our customers."}
-{"_id": "BRK.A20231407", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (n)Goodwill and other intangible assets (o)Revenue recognition", "text": "We manufacture and/or distribute a wide variety of industrial, building and consumer products. Our sales contracts provide customers with products directly or through wholesale and retail channels in exchange for consideration specified under the contracts. Contracts generally represent customer orders for individual products at stated prices. Sales contracts may contain either single or multiple performance obligations. In instances where contracts contain multiple performance obligations, we allocate the revenue to each obligation based on the relative stand-alone selling prices of each product or service."}
-{"_id": "BRK.A20231408", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (n)Goodwill and other intangible assets (o)Revenue recognition", "text": "Sales revenues reflect reductions for returns, allowances, late delivery penalties, volume discounts and other incentives, some of which may be contingent on future events. In certain customer contracts, sales revenues include certain state and local excise taxes billed to customers on specified products when those taxes are levied directly upon us by the taxing authorities. Sales revenues exclude sales taxes and value-added taxes collected on behalf of taxing authorities. Sales revenues include consideration for shipping and other fulfillment activities performed prior to the customer obtaining control of the goods. We also elect to treat consideration for such services performed after control has passed to the customer as sales revenue."}
-{"_id": "BRK.A20231409", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (n)Goodwill and other intangible assets (o)Revenue recognition", "text": "Product sales revenues are generally recognized at a point in time when control of the product transfers to the customer, which coincides with customer pickup or product delivery or acceptance, depending on terms of the arrangement. We recognize sales revenues and related costs with respect to certain contracts over time, relating to certain bridge and structural steel, castings, forgings and aerostructures contracts. Control of the product units under these contracts transfers continuously to the customer as the product is manufactured. These products generally have no alternative use and the contract requires the customer to provide reasonable compensation if terminated for reasons other than breach of contract."}
-{"_id": "BRK.A20231410", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (n)Goodwill and other intangible assets (o)Revenue recognition", "text": "The primary performance obligation under our freight rail transportation service contracts is to move freight from a point of origin to a point of destination. The performance obligations are represented by bills of lading which create a series of distinct services that have a similar pattern of transfer to the customer. The revenues for each performance obligation are based on various factors including the product being shipped, the origin and destination pair and contract incentives, which are outlined in various private rate agreements, common carrier public tariffs, interline foreign road agreements and pricing quotes. The transaction price is generally a per car/unit amount to transport railcars from a specified origin to a specified destination. Freight revenues are recognized over time as the service is performed because the customer simultaneously receives and consumes the benefits of the service. Revenues recognized represent the portion of the service completed as of the balance sheet date. Invoices for freight transportation services are generally issued to customers and paid within 30 days or less. Customer incentives, which are primarily provided for shipping a specified cumulative volume or shipping to/from specific locations, are recorded as a reduction to revenue on a pro-rata basis based on actual or projected future customer shipments."}
-{"_id": "BRK.A20231415", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (o)Revenue recognition", "text": "Utilities and energy revenues derive primarily from regulated electricity and natural gas sales and sales of fuel. Regulated electricity and natural gas revenues are primarily tariff-based sales arrangements approved by various regulatory commissions. These tariff-based revenues are mainly comprised of energy, transmission, distribution and natural gas and have performance obligations to deliver energy products and services to customers which are satisfied over time as energy is delivered or services are provided. Such revenues are equivalent to the amounts we have the right to invoice and correspond directly with the value to the customer of the performance to date and include billed and unbilled amounts. Payments from customers are generally due within 30 days of billing. Rates charged for regulated energy products and services are established by regulators or contractual arrangements that establish the transaction price, as well as the allocation of price among the separate performance obligations. When preliminary regulated rates are permitted to be billed prior to final approval by the applicable regulator, certain revenue collected may be subject to refund and a liability for estimated refunds is accrued. Nonregulated energy revenues include fuel sales, and to a lesser extent, renewable energy and other products. Fuels sold include diesel, gasoline and related products sold on a retail and wholesale basis. Fuel sales are recognized at the point-in-time when the product is delivered, and control is transferred to the customer, and include related excise taxes."}
-{"_id": "BRK.A20231416", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (o)Revenue recognition", "text": "Other service revenues derive from contracts with customers in which performance obligations are satisfied over time, where customers receive and consume benefits as we perform the services or at a point in time when the services are completed. Other service revenues primarily derive from real estate brokerage, automotive repair, aircraft management, aviation training, franchising activities and news distribution."}
-{"_id": "BRK.A20231418", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (o)Revenue recognition (p)Losses and loss adjustment expenses", "text": "Leasing revenue is generally recognized ratably over the term of the lease or based on usage, if applicable under the terms of the contract. A substantial portion of our lessor contracts are classified as operating leases."}
-{"_id": "BRK.A20231419", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (o)Revenue recognition (p)Losses and loss adjustment expenses", "text": "We record liabilities for unpaid losses and loss adjustment expenses under property/casualty insurance and reinsurance contracts for loss events that have occurred on or before the balance sheet date. Such liabilities represent the estimated ultimate payment amounts without discounting for time value."}
-{"_id": "BRK.A20231421", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (o)Revenue recognition (p)Losses and loss adjustment expenses (q)Retroactive reinsurance contracts", "text": "We base liability estimates on (1) loss reports from policyholders and cedents, (2) individual case estimates and (3) estimates of incurred but not reported losses. Losses and loss adjustment expenses in the Consolidated Statements of Earnings include paid claims, claim settlement costs and changes in estimated claim liabilities. Losses and loss adjustment expenses in the Consolidated Statements of Earnings are stated net of amounts recovered and estimates of amounts recoverable under ceded reinsurance contracts. Reinsurance contracts do not relieve the ceding company of its obligations to indemnify policyholders with respect to the underlying insurance and reinsurance contracts."}
-{"_id": "BRK.A20231423", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (o)Revenue recognition (p)Losses and loss adjustment expenses (q)Retroactive reinsurance contracts (r)Insurance policy acquisition costs", "text": "We record liabilities for unpaid losses and loss adjustment expenses under short duration retroactive reinsurance contracts consistent with property/casualty insurance and reinsurance contracts described in Note 1(p). With respect to retroactive reinsurance contracts, we also record deferred charge assets at the inception of the contracts, representing the excess, if any, of the estimated ultimate claim liabilities over the premiums earned. We subsequently amortize the deferred charge assets over the expected claim settlement periods using the interest method. Changes to the estimated timing or amount of future loss payments also produce changes in deferred charge assets. We apply changes in such estimates retrospectively and the resulting changes in deferred charge assets, together with periodic amortization, are included in insurance losses and loss adjustment expenses in the Consolidated Statements of Earnings."}
-{"_id": "BRK.A20231424", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (o)Revenue recognition (p)Losses and loss adjustment expenses (q)Retroactive reinsurance contracts (r)Insurance policy acquisition costs", "text": "We capitalize the direct incremental costs that relate to the successful sale of insurance contracts, subject to ultimate recoverability. Direct incremental acquisition costs include commissions, premium taxes and certain other costs associated with successful efforts. We expense all other underwriting costs as incurred. For short duration property and casualty insurance contracts, we amortize deferred policy acquisition costs over the contract term as the related premiums are earned. For long-duration life and health insurance contracts, we amortize deferred policy acquisition costs at a constant level based on the expected amount of insurance in-force and the expected term of the contract using the assumptions consistent with those used in determining related insurance liabilities. Deferred policy acquisition costs are included in other assets and were approximately $4.6 billion and $3.8 billion at December 31, 2023 and 2022, respectively, of which $3.9 billion and $3.2 billion, respectively, related to property and casualty insurance contracts."}
-{"_id": "BRK.A20231429", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (s)Life, annuity and health insurance benefits", "text": "Liabilities for life, annuity and health insurance benefits under long-duration insurance contracts represent the present value of expected future cash outflows from future benefit payments and non-acquisition variable expenses, less the present value of expected future \u201cnet premiums\u201d which is the portion of gross premiums required to provide for all expected future benefits and variable expenses. Periodic payment and annuity reinsurance contracts are regarded as limited payment contracts under GAAP. Such liabilities include the present value of expected future payments based on the discount rates used to measure benefit liabilities and a deferred profit liability, representing the unamortized excess of gross premiums received over the net premiums established at the inception of the contract."}
-{"_id": "BRK.A20231431", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (s)Life, annuity and health insurance benefits (t)Regulated utilities and energy businesses", "text": "In estimating future cash flows, we consider the timing and amount of future claims, premiums and expenses, which require estimates of future investment yields, expected mortality, morbidity and lapse rates. Cash flow assumptions are reviewed at least annually, with the effects of assumption changes recorded in earnings. The discount rate assumptions used to measure benefit liabilities are revised each reporting period based on the prevailing upper-medium grade corporate bond yields (generally single-A rated credit ratings) that reflect the duration characteristics and currency attributes of the liabilities. In measuring benefit liabilities, we generally group contracts by contract issue year. The effects of changes in discount rates are recorded in other comprehensive income."}
-{"_id": "BRK.A20231432", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (s)Life, annuity and health insurance benefits (t)Regulated utilities and energy businesses", "text": "Certain energy subsidiaries prepare their financial statements in accordance with authoritative guidance for regulated operations, reflecting the economic effects of regulation from the ability to recover certain costs from customers and the requirement to return revenues to customers in the future through the regulated rate-setting process. Accordingly, certain costs are deferred as regulatory assets and certain income is accrued as regulatory liabilities."}
-{"_id": "BRK.A20231434", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (s)Life, annuity and health insurance benefits (t)Regulated utilities and energy businesses (u)Foreign currency", "text": "Regulatory assets and liabilities will be amortized into operating expenses and revenues over various future periods. Regulatory assets and liabilities are continually assessed for probable future inclusion in regulatory rates by considering factors such as applicable regulatory or legislative changes and recent rate orders received by other regulated entities. If future inclusion in regulatory rates ceases to be probable, the amount no longer probable of inclusion in regulatory rates is charged or credited to earnings (or other comprehensive income, if applicable) or returned to customers."}
-{"_id": "BRK.A20231436", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (s)Life, annuity and health insurance benefits (t)Regulated utilities and energy businesses (u)Foreign currency (v)Income taxes", "text": "The accounts of certain subsidiaries are measured using functional currencies other than the U.S. Dollar. Revenues and expenses in the financial statements of these subsidiaries are translated into U.S. Dollars at the average exchange rate for the period and assets and liabilities are translated at the exchange rate as of the end of the reporting period. The net effects of translating the financial statements of these subsidiaries are included in shareholders\u2019 equity as a component of accumulated other comprehensive income. Gains and losses arising from transactions denominated in a currency other than the functional currency of the entity, including gains and losses from the remeasurement of assets and liabilities due to changes in currency exchange rates, are included in earnings."}
-{"_id": "BRK.A20231437", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (s)Life, annuity and health insurance benefits (t)Regulated utilities and energy businesses (u)Foreign currency (v)Income taxes", "text": "Berkshire files a consolidated federal income tax return in the U.S., which includes eligible subsidiaries. In addition, we file income tax returns in U.S. state and local and in foreign jurisdictions. Provisions for current income tax liabilities are calculated and accrued on income and expense amounts expected to be included in the income tax returns for the current year. Income taxes reported in earnings also include deferred income tax provisions."}
-{"_id": "BRK.A20231438", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (s)Life, annuity and health insurance benefits (t)Regulated utilities and energy businesses (u)Foreign currency (v)Income taxes", "text": "Deferred income tax assets and liabilities are computed on differences between the financial statement bases and tax bases of assets and liabilities at the enacted tax rates. Changes in deferred income tax assets and liabilities associated with components of other comprehensive income are charged or credited directly to other comprehensive income. Otherwise, changes in deferred income tax assets and liabilities are included as a component of income tax expense. The effect on deferred income tax assets and liabilities attributable to changes in enacted tax rates are charged or credited to income tax expense in the period of enactment. Valuation allowances are established for certain deferred income tax assets when realization is not likely."}
-{"_id": "BRK.A20231439", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (s)Life, annuity and health insurance benefits (t)Regulated utilities and energy businesses (u)Foreign currency (v)Income taxes", "text": "Liabilities are established for uncertain tax positions taken or positions expected to be taken in income tax returns when such positions, in our judgment, do not meet a more-likely-than-not threshold based on the technical merits of the positions. Estimated interest and penalties related to uncertain tax positions are included as a component of income tax expense."}
-{"_id": "BRK.A20231444", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (w)Accounting pronouncement adopted in 2023", "text": "We adopted Accounting Standards Update 2018-12, \u201cTargeted Improvements to the Accounting for Long-Duration Contracts\u201d (\u201cASU 2018-12\u201d), as of January 1, 2023, which modified the accounting, reporting and disclosures related to our long-duration insurance contracts. See Note 1(s). ASU 2018-12 was applied retrospectively as of January 1, 2021 (the \u201ctransition date\u201d) to contracts in-force as of the transition date. As of the transition date, the after-tax impact of changes in cash flow assumptions were recorded in retained earnings and the after-tax effect of changes in discount rate assumptions were recorded in accumulated other comprehensive income."}
-{"_id": "BRK.A20231445", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (w)Accounting pronouncement adopted in 2023", "text": "Certain items in the accompanying Consolidated Financial Statements in 2022 and 2021 were revised in connection with the retrospective adoption. The revisions in 2022 and 2021 were primarily attributable to the effects of discount rate changes, which were recorded in accumulated other comprehensive income, and are shown in the accompanying Consolidated Statements of Comprehensive Income and Statements of Changes in Shareholders\u2019 Equity. We also increased previously reported net earnings attributable to Berkshire Hathaway shareholders by $142 million in 2021 and $60 million in 2022. We believe such effects are immaterial to our Consolidated Financial statements."}
-{"_id": "BRK.A20231453", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (w)Accounting pronouncement adopted in 2023", "text": "A summary of the effects of adopting ASU 2018-12 on selected financial statement line items as of the transition date follows (in millions). ####Balance at December 31, 2020######Increase (decrease)######Balance at January 1, 2021## Life, annuity and health insurance benefits##$##21,616####$##7,220####$##28,836## Other policyholder liabilities####8,670######1,697######10,367## Income taxes, principally deferred####74,098######(1,695##)####72,403## Accumulated other comprehensive income####(4,243##)####(5,751##)####(9,994##) Retained earnings####444,626######(677##)####443,949## Berkshire Hathaway shareholders\u2019 equity####443,164######(6,428##)####436,736##"}
-{"_id": "BRK.A20231454", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (w)Accounting pronouncement adopted in 2023", "text": "(x) Accounting pronouncements to be adopted subsequent to December 31, 2023"}
-{"_id": "BRK.A20231455", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (w)Accounting pronouncement adopted in 2023", "text": "In March 2023, the Financial Accounting Standards Board (\u201cFASB\u201d) issued Accounting Standards Update 2023-02, \u201cAccounting for Investments in Tax Credit Structures Using the Proportional Amortization Method\u201d (\u201cASU 2023-02\u201d). ASU 2023-02 permits reporting entities to elect to account for tax equity investments from which the income tax credits are received using the proportional amortization method at the program level if certain conditions are met. Currently, the proportional amortization method is limited to certain affordable housing tax credit investments. ASU 2023-02 is effective for fiscal years beginning after December 15, 2023. We believe that the adoption of ASU 2023-02 will not have a material effect on our Consolidated Financial Statements."}
-{"_id": "BRK.A20231456", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (w)Accounting pronouncement adopted in 2023", "text": "In November 2023, the FASB issued Accounting Standards Update 2023-07, \u201cImprovements to Reportable Segment Disclosures\u201d (\u201cASU 2023-07\u201d), which requires disclosures of significant expenses by segment and interim disclosure of items that were previously required on an annual basis. ASU 2023-07 is to be applied on a retrospective basis and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. We are evaluating the impact of ASU 2023-07 on disclosures in our Consolidated Financial Statements."}
-{"_id": "BRK.A20231457", "title": "BRK.A Notes to Consolidated Financial Statements (1)Significant accounting policies and practices (w)Accounting pronouncement adopted in 2023", "text": "In December 2023, the FASB issued Accounting Standards Update 2023-09, \u201cImprovements to Income Tax Disclosures\u201d (\u201cASU 2023-09\u201d), which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid. ASU 2023-09 requires entities to annually disclose the income tax rate reconciliation using both amounts and percentages, considering several categories of reconciling items, including state and local income taxes, foreign tax effects, tax credits and nontaxable or nondeductible items, among others. Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction. ASU 2023-09 also requires entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well as by individual jurisdiction, subject to a five percent quantitative threshold. ASU 2023-09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. We are evaluating the impact of ASU 2023-09 on disclosures in our Consolidated Financial Statements."}
-{"_id": "BRK.A20231461", "title": "BRK.A Notes to Consolidated Financial Statements (2)Significant business acquisitions", "text": "Our long-held acquisition strategy is to acquire businesses that have consistent earning power, good returns on equity and able and honest management. Financial results attributable to business acquisitions are included in our Consolidated Financial Statements beginning on their respective acquisition dates."}
-{"_id": "BRK.A20231462", "title": "BRK.A Notes to Consolidated Financial Statements (2)Significant business acquisitions", "text": "On January 31, 2023, we acquired an additional 41.4% interest in Pilot Travel Centers, LLC (\u201cPTC\u201d) for approximately $8.2 billion. The acquisition increased our interest to 80%, representing a controlling interest in PTC for financial reporting purposes as of that date. We began consolidating PTC\u2019s financial statements in our Consolidated Financial Statements on February 1, 2023. Since PTC\u2019s most significant business activities involve purchasing and selling fuel (energy) on a wholesale and retail basis, and other energy-related businesses, we include PTC within the railroad, utilities and energy sections of our Consolidated Balance Sheet and Consolidated Statement of Earnings beginning February 1, 2023. We previously owned a 38.6% interest in PTC, which we accounted for under the equity method through the end of January 2023."}
-{"_id": "BRK.A20231463", "title": "BRK.A Notes to Consolidated Financial Statements (2)Significant business acquisitions", "text": "PTC operates more than 650 travel center and 75 fuel-only locations across 44 U.S. states and five Canadian provinces, primarily under the names Pilot or Flying J, as well as large wholesale fuel and fuel marketing businesses in the U.S. PTC also sells diesel fuel at other locations in the U.S. and Canada through various arrangements with third party travel centers and operates a water disposal business in the oil fields sector. PTC\u2019s revenues and net earnings attributable to Berkshire shareholders for the eleven months ending December 31, 2023 were $51.7 billion and $603 million, respectively. In applying the acquisition method of accounting, we remeasured our previously held 38.6% investment in PTC to fair value and recognized a one-time, non-cash remeasurement gain of approximately $3.0 billion, representing the excess of the fair value of that interest over the carrying value under the equity method. In addition, we valued the noncontrolling interests at fair value as of January 31, 2023."}
-{"_id": "BRK.A20231464", "title": "BRK.A Notes to Consolidated Financial Statements (2)Significant business acquisitions", "text": "Pilot Corporation, the holder of the remaining noncontrolling interests in PTC, had an annual option to require us to redeem for cash all or a portion of its interests beginning in 2024. The redemption price was to be based on a multiple of PTC\u2019s earnings for the preceding year, with specified other adjustments, including the amount of PTC\u2019s net debt. Pilot Corporation filed a lawsuit against Berkshire during the fourth quarter of 2023 concerning the application of certain terms underlying the formula for calculating the purchase price to be paid upon exercise of the option. Subsequently, Berkshire filed a counterclaim against Pilot Corporation. All litigation between Pilot Corporation and Berkshire was settled in January 2024, and we acquired Pilot Corporation\u2019s noncontrolling interest in PTC for $2.6 billion, increasing our interest in PTC to 100%."}
-{"_id": "BRK.A20231473", "title": "BRK.A Notes to Consolidated Financial Statements (2)Significant business acquisitions", "text": "A summary of the values of PTC\u2019s assets acquired, liabilities assumed and redeemable noncontrolling interests as of January 31, 2023 are summarized as follows (in millions). Goodwill from this acquisition is expected to be deductible for income tax purposes. Assets acquired########Liabilities assumed and noncontrolling interests## Property, plant and equipment##$##8,015##Notes payable##$##5,876 Goodwill####6,605##Other liabilities####4,918 Other intangible assets####6,853###### Other assets####7,047##Liabilities assumed####10,794 ######Noncontrolling interests, predominantly redeemable####3,361 Assets acquired##$##28,520##Liabilities assumed and noncontrolling interests##$##14,155 Net assets##$##14,365######"}
-{"_id": "BRK.A20231482", "title": "BRK.A Notes to Consolidated Financial Statements (2)Significant business acquisitions", "text": "On October 19, 2022, Berkshire acquired all of the outstanding common stock of Alleghany Corporation (\u201cAlleghany\u201d) for $11.5 billion. Alleghany operates property and casualty reinsurance and insurance businesses and owns several non-financial businesses. Goodwill arising from Berkshire\u2019s acquisition is not expected to be deductible for income tax purposes. A summary of the values of the Alleghany assets acquired and liabilities assumed as of October 19, 2022 follows (in millions). Assets acquired########Liabilities assumed## Cash, cash equivalents and U.S. Treasury Bills##$##3,762##Unpaid losses and loss adjustment expenses##$##15,080 Investments in fixed maturity and equity securities####15,982##Unearned premiums####3,536 Loans, receivables and other assets####9,287##Notes payable####2,169 Goodwill####3,900##Other liabilities####3,300 Other intangible assets####2,659###### Assets acquired##$##35,590##Liabilities assumed##$##24,085 Net assets##$##11,505######"}
-{"_id": "BRK.A20231490", "title": "BRK.A Notes to Consolidated Financial Statements (2)Significant business acquisitions", "text": "Certain unaudited pro forma revenue and consolidated earnings (loss) data for the year ended December 31, 2022 as if the Alleghany and PTC acquisitions were completed on the same terms at the beginning of 2022 follows (in millions, except per share amounts). ####2022## Revenues##$##383,115## Net earnings (loss) attributable to Berkshire Hathaway shareholders####(23,947##) Net earnings (loss) per equivalent Class A common share####(16,303##)"}
-{"_id": "BRK.A20231492", "title": "BRK.A Notes to Consolidated Financial Statements (2)Significant business acquisitions (3)Investments in fixed maturity securities", "text": "On September 1, 2023, a Berkshire Hathaway Energy (\u201cBHE\u201d) subsidiary acquired an additional 50% limited partner interest in Cove Point LNG, LP (\u201cCove Point\u201d) for $3.3 billion, which increased our economic interest from 25% to 75%. Prior to the transaction, we also owned 100% of the general partner interests. We previously treated Cove Point as a consolidated subsidiary for financial reporting purposes because we concluded we have the power to direct the activities that most significantly affect Cove Point, as well as the obligation to absorb losses and benefits that could be significant to Cove Point. Accordingly, the interest acquired in the third quarter was an acquisition of a noncontrolling interest. We recorded a charge based on Berkshire\u2019s ownership percentage of BHE of $667 million to capital in excess of par for the excess of the consideration paid over the carrying value of the noncontrolling interest acquired and deferred income tax assets arising from the transaction."}
-{"_id": "BRK.A20231506", "title": "BRK.A Notes to Consolidated Financial Statements (2)Significant business acquisitions (3)Investments in fixed maturity securities", "text": "Investments in fixed maturity securities are summarized by type below (in millions). ####Amortized Cost####Unrealized Gains####Unrealized Losses######Fair Value December 31, 2023################## U.S. Treasury, U.S. government corporations and agencies##$##10,308##$##14##$##(53##)##$##10,269 Foreign governments####11,788####58####(41##)####11,805 Corporate bonds####1,212####241####(4##)####1,449 Other####217####21####(3##)####235 ##$##23,525##$##334##$##(101##)##$##23,758 December 31, 2022################## U.S. Treasury, U.S. government corporations and agencies##$##10,039##$##12##$##(249##)##$##9,802 Foreign governments####10,454####50####(177##)####10,327 Corporate bonds####1,945####256####(6##)####2,195 Other####2,735####77####(8##)####2,804 ##$##25,173##$##395##$##(440##)##$##25,128"}
-{"_id": "BRK.A20231510", "title": "BRK.A Notes to Consolidated Financial Statements (2)Significant business acquisitions (3)Investments in fixed maturity securities", "text": "Approximately 95% of our foreign government holdings were rated AA or higher by at least one of the major rating agencies as of December 31, 2023. The amortized cost and estimated fair value of fixed maturity securities at December 31, 2023 are summarized below by contractual maturity dates (in millions). Actual maturities may differ from contractual maturities due to prepayment rights held by issuers. ####Due in one year or less####Due after one year through five years####Due after five years through ten years####Due after ten years####Mortgage-backed securities####Total Amortized cost##$##18,888##$##3,744##$##611##$##128##$##154##$##23,525 Fair value####18,875####3,754####823####138####168####23,758"}
-{"_id": "BRK.A20231520", "title": "BRK.A Notes to Consolidated Financial Statements (4)Investments in equity securities", "text": "Investments in equity securities are summarized as follows (in millions). ####Cost Basis####Net Unrealized Gains####Fair Value December 31, 2023 *############ Banks, insurance and finance##$##27,136##$##51,176##$##78,312 Consumer products####34,248####166,895####201,143 Commercial, industrial and other####48,032####26,355####74,387 ##$##109,416##$##244,426##$##353,842"}
-{"_id": "BRK.A20231527", "title": "BRK.A Notes to Consolidated Financial Statements (4)Investments in equity securities", "text": "* Approximately 79% of the aggregate fair value was concentrated in five companies (American Express Company \u2013 $28.4 billion; Apple Inc. \u2013 $174.3 billion; Bank of America Corporation \u2013 $34.8 billion; The Coca-Cola Company \u2013 $23.6 billion and Chevron Corporation \u2013 $18.8 billion). ####Cost Basis####Net Unrealized Gains####Fair Value December 31, 2022 *############ Banks, insurance and finance##$##25,893##$##43,663##$##69,556 Consumer products####40,508####112,384####152,892 Commercial, industrial and other####65,209####21,136####86,345 ##$##131,610##$##177,183##$##308,793"}
-{"_id": "BRK.A20231528", "title": "BRK.A Notes to Consolidated Financial Statements (4)Investments in equity securities", "text": "* Approximately 75% of the aggregate fair value was concentrated in five companies (American Express Company \u2013 $22.4 billion; Apple Inc. \u2013 $119.0 billion; Bank of America Corporation \u2013 $34.2 billion; The Coca-Cola Company \u2013 $25.4 billion and Chevron Corporation \u2013 $30.0 billion)."}
-{"_id": "BRK.A20231529", "title": "BRK.A Notes to Consolidated Financial Statements (4)Investments in equity securities", "text": "In 2019, we invested $10 billion in non-voting Cumulative Perpetual Preferred Stock of Occidental Petroleum Corporation (\u201cOccidental\u201d) and in Occidental common stock warrants. During 2022, we began acquiring common stock of Occidental. Our aggregate voting interest in Occidental common stock exceeded 20% on August 4, 2022, and we adopted the equity method as of that date. See Note 5. Our investments in the Occidental preferred stock and Occidental common stock warrants are recorded at fair value and included as equity securities in our Consolidated Balance Sheets, as such investments are not in-substance common stock under GAAP and are not eligible for the equity method."}
-{"_id": "BRK.A20231530", "title": "BRK.A Notes to Consolidated Financial Statements (4)Investments in equity securities", "text": "The Occidental preferred stock accrues dividends at 8% per annum and is redeemable at the option of Occidental commencing in 2029 at a redemption price equal to 105% of the liquidation value. As of December 31, 2023, our investment in Occidental preferred stock had an aggregate liquidation value of approximately $8.5 billion. During 2023, Occidental issued mandatory redemption notifications for approximately $1.5 billion of the aggregate liquidation value at a price of 110% of the liquidation value, plus accrued and unpaid dividends. The mandatory redemptions were due to excess distributions by Occidental to its common stockholders, as defined under the terms of the Occidental preferred stock certificate of designations."}
-{"_id": "BRK.A20231531", "title": "BRK.A Notes to Consolidated Financial Statements (4)Investments in equity securities", "text": "The Occidental common stock warrants allow us to purchase up to 83.86 million shares of Occidental common stock at an exercise price of $59.62 per share. The warrants are exercisable in whole or in part until one year after the date the preferred stock is fully redeemed."}
-{"_id": "BRK.A20231532", "title": "BRK.A Notes to Consolidated Financial Statements (4)Investments in equity securities", "text": "As of December 31, 2023, we owned 151.6 million shares of American Express Company (\u201cAmerican Express\u201d) common stock representing 21% of the outstanding common stock of American Express. Since 1995, we have been party to an agreement with American Express whereby we agreed to vote a significant portion of our shares in accordance with the recommendations of the American Express Board of Directors. We have also agreed to passivity commitments as requested by the Board of Governors of the Federal Reserve System, which collectively, in our judgment, restrict our ability to exercise significant influence over the operating and financial policies of American Express. Accordingly, we do not use the equity method with respect to our investment in American Express common stock and we continue to record our investment at fair value."}
-{"_id": "BRK.A20231536", "title": "BRK.A Notes to Consolidated Financial Statements (5)Equity method investments", "text": "Berkshire and its subsidiaries hold investments in certain businesses that are accounted for pursuant to the equity method. Currently, the most significant of these are our investments in the common stock of The Kraft Heinz Company (\u201cKraft Heinz\u201d) and Occidental. As of December 31, 2023, we owned 26.7% of the Kraft Heinz outstanding common stock and 27.8% of the outstanding Occidental common stock, which excluded the potential effect of the exercise of the Occidental common stock warrants."}
-{"_id": "BRK.A20231537", "title": "BRK.A Notes to Consolidated Financial Statements (5)Equity method investments", "text": "Kraft Heinz manufactures and markets food and beverage products, including condiments and sauces, cheese and dairy, meals, meats, refreshment beverages, coffee and other grocery products. Occidental is an international energy company, whose activities include oil and natural gas exploration, development and production, and chemicals manufacturing businesses. Occidental\u2019s financial information is not available in time for concurrent reporting in our Consolidated Financial Statements. Therefore, we report the equity method effects for Occidental on a one-quarter lag."}
-{"_id": "BRK.A20231545", "title": "BRK.A Notes to Consolidated Financial Statements (5)Equity method investments", "text": "The common stock of Kraft Heinz and Occidental are publicly traded. The fair values and carrying values of these two investments in addition to the carrying values of our other significant equity method investments are summarized as follows (in millions). ######Carrying Value##########Fair Value#### ######December 31,##########December 31,#### ####2023######2022####2023######2022 Kraft Heinz##$##13,230####$##12,937##$##12,035####$##13,249 Occidental####15,410######11,484####14,552######12,242 Other####426######3,629########## ##$##29,066####$##28,050##########"}
-{"_id": "BRK.A20231546", "title": "BRK.A Notes to Consolidated Financial Statements (5)Equity method investments", "text": "As of December 31, 2023, the excess of our carrying values over the fair values of our investments in Kraft Heinz and Occidental were 9% and 6%, respectively, of the carrying values. We evaluated our investments in Kraft Heinz and Occidental for other-than-temporary impairment as of December 31, 2023, and based on the prevailing facts and circumstances, concluded the recognition of impairment charges in earnings were not required."}
-{"_id": "BRK.A20231547", "title": "BRK.A Notes to Consolidated Financial Statements (5)Equity method investments", "text": "Our other significant equity method investments included our 50% interest in Berkadia Commercial Mortgage LLC (\u201cBerkadia\u201d), in which Jefferies Financial Group (\u201cJefferies\u201d) owns the other 50% interest, and PTC through January 31, 2023. Berkadia engages in mortgage banking, investment sales and servicing of commercial/multi-family real estate loans. Berkadia\u2019s commercial paper borrowing capacity (currently limited to $1.5 billion) is supported by a surety policy issued by a Berkshire insurance subsidiary. Jefferies is obligated to indemnify us for one-half of any losses incurred under the policy."}
-{"_id": "BRK.A20231548", "title": "BRK.A Notes to Consolidated Financial Statements (5)Equity method investments", "text": "Beginning February 1, 2023, we ceased accounting for PTC under the equity method and began consolidating PTC for financial reporting purposes. Our investment in PTC under the equity method was $3.2 billion at December 31, 2022. Equity method earnings attributable to PTC were $105 million in 2023, $812 million in 2022 and $474 million in 2021."}
-{"_id": "BRK.A20231549", "title": "BRK.A Notes to Consolidated Financial Statements (5)Equity method investments", "text": "As of December 31, 2023, the carrying values of our investments in Kraft Heinz and Berkadia approximated our share of shareowners\u2019 equity of each of these entities. The carrying value of our investment in Occidental common stock exceeded our share of its shareholders\u2019 equity as of September 30, 2023 by approximately $9.6 billion. Based upon the limited information available to us, we concluded the excess represents goodwill."}
-{"_id": "BRK.A20231557", "title": "BRK.A Notes to Consolidated Financial Statements (5)Equity method investments", "text": "Our earnings and distributions received from equity method investments are summarized in the following table (in millions). The earnings we recorded in 2023 for Occidental included our share of its earnings for the fourth quarter of 2022 and first nine months of 2023. The earnings we recorded in 2022 for Occidental included our share of its earnings from August 4, 2022 through September 30, 2022. ########Equity in Earnings############Distributions Received#### ########Year ended December 31,############Year ended December 31,#### ####2023####2022####2021####2023####2022####2021 Kraft Heinz##$##758##$##628##$##269##$##521##$##521##$##521 Occidental####1,077####323####\u2014####142####24####\u2014 Other####138####912####617####58####284####1,057 ##$##1,973##$##1,863##$##886##$##721##$##829##$##1,578"}
-{"_id": "BRK.A20231568", "title": "BRK.A Notes to Consolidated Financial Statements (5)Equity method investments", "text": "Summarized consolidated financial information of Kraft Heinz follows (in millions). ####December 30, 2023####December 31, 2022 Assets##$##90,339##$##90,513 Liabilities####40,617####41,643 ########Year ended#### ####December 30, 2023####December 31, 2022####December 25, 2021 Sales##$##26,640##$##26,485##$##26,042 Net earnings attributable to Kraft Heinz common shareholders####2,855####2,363####1,012"}
-{"_id": "BRK.A20231576", "title": "BRK.A Notes to Consolidated Financial Statements (5)Equity method investments (6)Investment and derivative contract gains (losses)", "text": "Summarized consolidated financial information of Occidental follows (in millions). ####September 30, 2023####December 31, 2022 Assets##$##71,827##$##72,609 Liabilities####42,515####42,524 ####Twelve months ending September 30, 2023 Total revenues and other income##$##29,715 Net earnings attributable to Occidental common shareholders####4,471"}
-{"_id": "BRK.A20231590", "title": "BRK.A Notes to Consolidated Financial Statements (5)Equity method investments (6)Investment and derivative contract gains (losses)", "text": "Investment and derivative contract gains (losses) for each of the three years ending December 31, 2023 are summarized as follows (in millions). ####2023######2022######2021## Investment gains (losses):################## Equity securities:################## Change in unrealized investment gains (losses) during the year on securities held at the end of the year##$##69,144####$##(63,120##)##$##76,375## Investment gains (losses) during the year on securities sold####2,698######(3,927##)####997## ####71,842######(67,047##)####77,372## Fixed maturity securities:################## Gross realized gains####139######134######85## Gross realized losses####(86##)####(684##)####(29##) Other####2,960######(26##)####148## Investment gains (losses)####74,855######(67,623##)####77,576## Derivative contract gains (losses)####\u2014######(276##)####966## ##$##74,855####$##(67,899##)##$##78,542##"}
-{"_id": "BRK.A20231591", "title": "BRK.A Notes to Consolidated Financial Statements (5)Equity method investments (6)Investment and derivative contract gains (losses)", "text": "Equity securities gains and losses include unrealized gains and losses from changes in fair values during the year on equity securities we still own, as well as gains and losses on securities we sold during the year. As shown in the Consolidated Statements of Cash Flows, our proceeds from sales of equity securities were approximately $40.6 billion in 2023, $33.7 billion in 2022 and $15.8 billion in 2021. In the preceding table, investment gains and losses on equity securities sold during the year represent the difference between the sales proceeds and the fair value of the equity securities sold at the beginning of the applicable year or, if later, the purchase date. Our taxable gains and losses on equity securities sold are generally the difference between the proceeds from sales and cost at the acquisition date. Equity securities sold produced taxable gains of $5.0 billion in 2023, $769 million in 2022 and $3.6 billion in 2021. Other investment gains included approximately $3.0 billion in 2023 from the remeasurement of our pre-existing 38.6% interest in PTC through the application of acquisition accounting under GAAP."}
-{"_id": "BRK.A20231601", "title": "BRK.A Notes to Consolidated Financial Statements (7)Loans and finance receivables", "text": "Loans and finance receivables are summarized as follows (in millions). ########December 31,###### ####2023########2022## Loans and finance receivables before allowances and discounts##$##26,289######$##24,664## Allowances for credit losses####(950##)######(856##) Unamortized acquisition discounts and points####(658##)######(600##) ##$##24,681######$##23,208##"}
-{"_id": "BRK.A20231607", "title": "BRK.A Notes to Consolidated Financial Statements (7)Loans and finance receivables", "text": "Loans and finance receivables are principally manufactured home loans, and to a lesser extent, commercial loans and site-built home loans. Reconciliations of the allowance for credit losses on loans and finance receivables for each of the three years ending December 31, 2023 follow (in millions). ####2023######2022######2021## Balance at the beginning of the year##$##856####$##765####$##712## Provision for credit losses####169######124######88## Charge-offs, net of recoveries####(75##)####(33##)####(35##) Balance at December 31##$##950####$##856####$##765##"}
-{"_id": "BRK.A20231613", "title": "BRK.A Notes to Consolidated Financial Statements (7)Loans and finance receivables", "text": "At December 31, 2023, substantially all manufactured and site-built home loan balances were evaluated collectively for impairment, and we considered approximately 96% of the loan balances to be current as to payment status. A summary of performing and non-performing home loans before discounts and allowances by year of loan origination as of December 31, 2023 follows (in millions). ##############Origination Year################ ####2023####2022####2021######2020####2019####Prior####Total Performing##$##5,716##$##4,368##$##3,321####$##2,575##$##1,820##$##7,432##$##25,232 Non-performing####8####11####17######12####11####53####112 ##$##5,724##$##4,379##$##3,338####$##2,587##$##1,831##$##7,485##$##25,344"}
-{"_id": "BRK.A20231615", "title": "BRK.A Notes to Consolidated Financial Statements (7)Loans and finance receivables (8)Other receivables", "text": "We are also a lender under commercial loan agreements, which had an aggregate carrying value of approximately $850 million at December 31, 2023 and $1.9 billion at December 31, 2022. The decline in loan balances during 2023 was primarily attributable to prepayments and dispositions. These commercial loans are generally secured by real estate properties or by other assets and are individually evaluated for expected credit losses."}
-{"_id": "BRK.A20231630", "title": "BRK.A Notes to Consolidated Financial Statements (7)Loans and finance receivables (8)Other receivables", "text": "Other receivables are comprised of the following (in millions). ########December 31,###### ####2023########2022## Insurance and other:############## Insurance premiums receivable##$##19,052######$##18,395## Reinsurance recoverables####7,060########7,106## Trade receivables####14,449########14,510## Other####4,269########4,154## Allowances for credit losses####(656##)######(675##) ##$##44,174######$##43,490## Railroad, utilities and energy:############## Trade receivables##$##6,034######$##4,182## Other####1,228########754## Allowances for credit losses####(176##)######(141##) ##$##7,086######$##4,795##"}
-{"_id": "BRK.A20231631", "title": "BRK.A Notes to Consolidated Financial Statements (7)Loans and finance receivables (8)Other receivables", "text": "Receivables of the railroad, utilities and energy businesses at December 31, 2023 included approximately $2.1 billion related to PTC. Aggregate provisions for credit losses with respect to receivables in the preceding table were $513 million in 2023, $409 million in 2022 and $441 million in 2021. Charge-offs, net of recoveries, were $474 million in 2023, $432 million in 2022 and $420 million in 2021."}
-{"_id": "BRK.A20231642", "title": "BRK.A Notes to Consolidated Financial Statements (9)Inventories", "text": "Inventories of our insurance and other businesses are comprised of the following (in millions). ######December 31,#### ####2023######2022 Raw materials##$##6,026####$##6,381 Work in process and other####3,345######3,464 Finished manufactured goods####4,969######5,739 Goods acquired for resale####9,819######9,782 ##$##24,159####$##25,366"}
-{"_id": "BRK.A20231644", "title": "BRK.A Notes to Consolidated Financial Statements (9)Inventories (10)Property, plant and equipment", "text": "Inventories, materials and supplies of our railroad, utilities and energy businesses are included in other assets and were approximately $4.2 billion at December 31, 2023, which included approximately $1.7 billion attributable to PTC."}
-{"_id": "BRK.A20231653", "title": "BRK.A Notes to Consolidated Financial Statements (9)Inventories (10)Property, plant and equipment", "text": "A summary of property, plant and equipment of our insurance and other businesses follows (in millions). ########December 31,###### ####2023########2022## Land, buildings and improvements##$##15,058######$##14,761## Machinery and equipment####28,010########26,690## Furniture, fixtures and other####5,566########4,847## ####48,634########46,298## Accumulated depreciation####(26,604##)######(25,185##) ##$##22,030######$##21,113##"}
-{"_id": "BRK.A20231674", "title": "BRK.A Notes to Consolidated Financial Statements (9)Inventories (10)Property, plant and equipment", "text": "A summary of property, plant and equipment of railroad and utilities and energy businesses follows (in millions). The utility generation, transmission and distribution systems and interstate natural gas pipeline assets are owned by regulated public utility and natural gas pipeline subsidiaries. Assets of PTC are included within the utilities and energy section below. ########December 31,###### ####2023########2022## Railroad:############## Land, track structure and other roadway##$##71,692######$##67,350## Locomotives, freight cars and other equipment####16,256########16,031## Construction in progress####1,715########1,743## ####89,663########85,124## Accumulated depreciation####(19,464##)######(17,899##) ####70,199########67,225## Utilities and energy:############## Utility generation, transmission and distribution systems####96,195########92,759## Interstate natural gas pipeline assets####19,226########18,328## Independent power plants and other####14,781########14,650## Land, buildings and improvements####4,540########\u2014## Machinery, equipment and other####3,855########\u2014## Construction in progress####9,551########5,357## ####148,148########131,094## Accumulated depreciation####(40,731##)######(38,051##) ####107,417########93,043## ##$##177,616######$##160,268##"}
-{"_id": "BRK.A20231679", "title": "BRK.A Notes to Consolidated Financial Statements (9)Inventories (10)Property, plant and equipment", "text": "Depreciation expense for each of the three years ending December 31, 2023 is summarized below (in millions). ####2023####2022####2021 Insurance and other##$##2,388##$##2,276##$##2,318 Railroad, utilities and energy####7,004####6,181####5,990 ##$##9,392##$##8,457##$##8,308"}
-{"_id": "BRK.A20231691", "title": "BRK.A Notes to Consolidated Financial Statements (11)Equipment held for lease", "text": "Equipment held for lease includes railcars, aircraft, and other equipment, including over-the-road trailers, intermodal tank containers, cranes, storage units and furniture. Equipment held for lease is summarized below (in millions). ########December 31,###### ####2023########2022## Railcars##$##10,031######$##9,612## Aircraft####12,537########10,667## Other####5,576########5,212## ####28,144########25,491## Accumulated depreciation####(11,197##)######(9,907##) ##$##16,947######$##15,584##"}
-{"_id": "BRK.A20231696", "title": "BRK.A Notes to Consolidated Financial Statements (11)Equipment held for lease", "text": "Depreciation expense for equipment held for lease was $1,266 million in 2023, $1,209 million in 2022 and $1,158 million in 2021. Fixed and variable operating lease revenues for each of the three years ending December 31, 2023 are summarized below (in millions). ####2023####2022####2021 Fixed lease revenue##$##5,902##$##5,184##$##4,482 Variable lease revenue####2,514####2,330####1,506 ##$##8,416##$##7,514##$##5,988"}
-{"_id": "BRK.A20231700", "title": "BRK.A Notes to Consolidated Financial Statements (11)Equipment held for lease (12)Leases", "text": "A summary of future operating lease receipts as of December 31, 2023 follows (in millions). ##2024####2025####2026####2027####2028####Thereafter####Total $##3,942##$##3,077##$##2,346##$##1,569##$##771##$##283##$##11,988"}
-{"_id": "BRK.A20231704", "title": "BRK.A Notes to Consolidated Financial Statements (11)Equipment held for lease (12)Leases", "text": "We are party to contracts where we lease property from others under contracts classified as operating leases. We primarily lease buildings, offices and operating facilities. Operating lease right-of-use assets are included in other assets and operating lease liabilities are included in accounts payable, accruals and other liabilities. Information related to our operating leases follows (dollars in millions). ####Right-of-use assets####Lease liabilities##Weighted average remaining term in years##Weighted average discount rate used to measure liabilities## December 31, 2023##$##5,277##$##5,299##7.0##4.2##% December 31, 2022####4,975####4,939##7.0##3.7##%"}
-{"_id": "BRK.A20231709", "title": "BRK.A Notes to Consolidated Financial Statements (11)Equipment held for lease (12)Leases", "text": "A summary of our remaining future operating lease payments reconciled to lease liabilities as of December 31, 2023 and December 31, 2022 follows (in millions). ####Year 1####Year 2####Year 3####Year 4####Year 5####Thereafter####Total lease payments####Amount representing interest######Lease liabilities December 31:###################################### 2023##$##1,422##$##1,172##$##815##$##666##$##463##$##1,680##$##6,218##$##(919##)##$##5,299 2022####1,283####1,073####822####560####449####1,464####5,651####(712##)####4,939"}
-{"_id": "BRK.A20231715", "title": "BRK.A Notes to Consolidated Financial Statements (11)Equipment held for lease (12)Leases", "text": "Components of operating lease expense for each of the three years ending December 31, 2023, are summarized as follows (in millions). ####2023####2022####2021 Operating lease expense##$##1,535##$##1,361##$##1,426 Short-term lease expense####219####233####154 Variable lease expense####216####217####223 ##$##1,970##$##1,811##$##1,803"}
-{"_id": "BRK.A20231725", "title": "BRK.A Notes to Consolidated Financial Statements (13)Goodwill and other intangible assets", "text": "Reconciliations of the changes in the carrying value of goodwill during 2023 and 2022 follow (in millions). ########December 31,###### ####2023########2022## Balance at the beginning of the year##$##78,119######$##73,875## Business acquisitions####7,347########4,657## Other, including acquisition period remeasurements and foreign currency translation####(840##)######(413##) Balance at the end of the year*##$##84,626######$##78,119##"}
-{"_id": "BRK.A20231726", "title": "BRK.A Notes to Consolidated Financial Statements (13)Goodwill and other intangible assets", "text": "* Net of accumulated goodwill impairments of $11.1 billion as of December 31, 2023 and $11.0 billion as of December 31, 2022."}
-{"_id": "BRK.A20231740", "title": "BRK.A Notes to Consolidated Financial Statements (13)Goodwill and other intangible assets", "text": "Other intangible assets are summarized below (in millions). ########December 31, 2023############December 31, 2022#### ####Gross carrying amount####Accumulated amortization####Net carrying value####Gross carrying amount####Accumulated amortization####Net carrying value Insurance and other:######################## Customer relationships##$##28,305##$##7,901##$##20,404##$##27,765##$##7,174##$##20,591 Trademarks and trade names####5,619####846####4,773####5,603####822####4,781 Patents and technology####5,238####4,109####1,129####4,943####3,748####1,195 Other####4,826####1,805####3,021####4,150####1,530####2,620 ##$##43,988##$##14,661##$##29,327##$##42,461##$##13,274##$##29,187 Railroad, utilities and energy:######################## Customer relationships and contracts##$##4,092##$##791##$##3,301##$##1,507##$##541##$##966 Trademarks and trade names####3,592####98####3,494####217####39####178 Other####1,174####156####1,018####190####42####148 ##$##8,858##$##1,045##$##7,813##$##1,914##$##622##$##1,292"}
-{"_id": "BRK.A20231741", "title": "BRK.A Notes to Consolidated Financial Statements (13)Goodwill and other intangible assets", "text": "Other intangible assets of the railroad, utilities and energy businesses are included in other assets. The net carrying value at December 31, 2023 included $6.6 billion related to PTC."}
-{"_id": "BRK.A20231743", "title": "BRK.A Notes to Consolidated Financial Statements (13)Goodwill and other intangible assets (14)Supplemental cash flow information", "text": "Intangible asset amortization expense was $1,828 million in 2023, $1,233 million in 2022 and $1,252 million in 2021. Estimated amortization expense over the next five years follows (in millions): 2024 \u2013 $2,059; 2025 \u2013 $1,988; 2026 \u2013 $1,898; 2027 \u2013 $1,754 and 2028 \u2013 $1,684. Intangible assets with indefinite lives were $18.9 billion as of December 31, 2023 and $18.3 billion as of December 31, 2022 and primarily related to certain customer relationships and trademarks and trade names."}
-{"_id": "BRK.A20231753", "title": "BRK.A Notes to Consolidated Financial Statements (13)Goodwill and other intangible assets (14)Supplemental cash flow information", "text": "A summary of supplemental cash flow information follows (in millions). ####2023####2022####2021 Cash paid during the year for:############ Income taxes##$##7,765##$##4,236##$##5,412 Interest:############ Insurance and other####1,272####1,150####1,227 Railroad, utilities and energy####3,725####3,195####3,162 Non-cash investing and financing activities:############ Liabilities assumed in connection with business acquisitions####10,938####24,186####102 Operating lease liabilities arising from obtaining right-of-use assets####1,645####1,118####687"}
-{"_id": "BRK.A20231757", "title": "BRK.A Notes to Consolidated Financial Statements (15)Dividend restrictions \u2013 Insurance subsidiaries", "text": "Payments of dividends by our insurance subsidiaries are restricted by insurance statutes and regulations. Without prior regulatory approval, our principal insurance subsidiaries may declare up to approximately $31 billion as ordinary dividends during 2024. Investments in fixed maturity and equity securities and short-term investments on deposit with U.S. state insurance authorities in accordance with state insurance regulations were approximately $5.2 billion at December 31, 2023 and $4.9 billion at December 31, 2022."}
-{"_id": "BRK.A20231759", "title": "BRK.A Notes to Consolidated Financial Statements (15)Dividend restrictions \u2013 Insurance subsidiaries (16)Unpaid losses and loss adjustment expenses", "text": "Combined shareholders\u2019 equity of U.S.-based insurance subsidiaries determined pursuant to statutory accounting rules (Surplus as Regards Policyholders) was approximately $303 billion at December 31, 2023 and $272 billion at December 31, 2022. Statutory surplus differs from the corresponding amount based on GAAP due to differences in accounting for certain assets and liabilities. For instance, deferred charges reinsurance assumed, the measurement of life, annuity and health insurance benefits liabilities, deferred policy acquisition costs, unrealized gains on certain investments and related deferred income taxes are recognized for GAAP but not for statutory reporting purposes. In addition, the carrying values of certain assets, such as goodwill and non-insurance entities owned by our insurance subsidiaries, are not fully recognized for statutory reporting purposes."}
-{"_id": "BRK.A20231779", "title": "BRK.A Notes to Consolidated Financial Statements (15)Dividend restrictions \u2013 Insurance subsidiaries (16)Unpaid losses and loss adjustment expenses", "text": "Reconciliations of the changes in unpaid losses and loss adjustment expenses (\u201cclaim liabilities\u201d), excluding liabilities under retroactive reinsurance contracts (see Note 17), for each of the three years ended December 31, 2023 follows (in millions). Net liabilities of acquired businesses in 2022 were from the Alleghany acquisition. See Note 2. ####2023######2022######2021## Balance at the beginning of the year:################## Gross liabilities##$##107,472####$##86,664####$##79,854## Reinsurance recoverable on unpaid losses####(5,025##)####(2,960##)####(2,912##) Net liabilities####102,447######83,704######76,942## Incurred losses and loss adjustment expenses:################## Current accident year####59,244######59,463######52,099## Prior accident years####(3,541##)####(2,672##)####(3,116##) Total####55,703######56,791######48,983## Paid losses and loss adjustment expenses:################## Current accident year####(25,184##)####(27,236##)####(22,897##) Prior accident years####(27,065##)####(23,083##)####(18,904##) Total####(52,249##)####(50,319##)####(41,801##) Foreign currency effect####288######(508##)####(420##) Net liabilities of acquired businesses####\u2014######12,779######\u2014## Balance at December 31:################## Net liabilities####106,189######102,447######83,704## Reinsurance recoverable on unpaid losses####4,893######5,025######2,960## Gross liabilities##$##111,082####$##107,472####$##86,664##"}
-{"_id": "BRK.A20231780", "title": "BRK.A Notes to Consolidated Financial Statements (15)Dividend restrictions \u2013 Insurance subsidiaries (16)Unpaid losses and loss adjustment expenses", "text": "Our claim liabilities under property and casualty insurance and reinsurance contracts are based upon estimates of the ultimate claim costs associated with claim occurrences as of the balance sheet date and include estimates for incurred-but-not-reported (\u201cIBNR\u201d) claims. Incurred losses and loss adjustment expenses shown in the preceding table related to insured events occurring in the current year (\u201ccurrent accident year\u201d) and events occurring in all prior years (\u201cprior accident years\u201d). Incurred and paid losses and loss adjustment expenses are net of reinsurance recoveries. Current accident year incurred losses from significant catastrophe events (losses in excess of $150 million per event) were approximately $925 million in 2023, $3.1 billion in 2022 ($2.5 billion from Hurricane Ian) and $2.9 billion in 2021 ($1.5 billion from Hurricane Ida). Current accident year incurred losses for private passenger auto insurance declined in 2023 compared to 2022, reflecting lower claims frequencies and higher average claims severities and increased significantly in 2022 versus 2021, attributable to increases in claims frequencies and severities."}
-{"_id": "BRK.A20231784", "title": "BRK.A Notes to Consolidated Financial Statements (16)Unpaid losses and loss adjustment expenses", "text": "We recorded net reductions of estimated ultimate liabilities for prior accident years of $3.5 billion in 2023, $2.7 billion in 2022 and $3.1 billion in 2021, which produced corresponding reductions in incurred losses and loss adjustment expenses in those periods. These reductions, as percentages of the net liabilities at the beginning of each year, were 3.5% in 2023, 3.2% in 2022 and 4.0% in 2021."}
-{"_id": "BRK.A20231785", "title": "BRK.A Notes to Consolidated Financial Statements (16)Unpaid losses and loss adjustment expenses", "text": "We reduced estimated ultimate liabilities for prior accident years of primary insurance businesses by $2.1 billion in 2023, $1.1 billion in 2022 and $2.4 billion in 2021. The reductions in each year derived from private passenger auto, medical professional liability, and property claims. Estimated ultimate liabilities for prior accident years of property and casualty reinsurance businesses were reduced $1.4 billion in 2023, $1.6 billion in 2022 and $718 million in 2021. The reductions in each year reflected reduced estimates from both property and casualty claims."}
-{"_id": "BRK.A20231786", "title": "BRK.A Notes to Consolidated Financial Statements (16)Unpaid losses and loss adjustment expenses", "text": "Estimated net claim liabilities for environmental and asbestos exposures, excluding liabilities under retroactive reinsurance contracts, were approximately $2.0 billion at December 31, 2023 and $2.1 billion at December 31, 2022. These liabilities are subject to change due to changes in the legal and regulatory environment, among other factors. We are unable to reliably estimate additional losses or a range of losses that are reasonably possible to arise from these factors."}
-{"_id": "BRK.A20231794", "title": "BRK.A Notes to Consolidated Financial Statements (16)Unpaid losses and loss adjustment expenses", "text": "Disaggregated information concerning our claim liabilities is provided below and in the pages that follow. In this discussion, \u201cclaim-tail\u201d refers to the period between the claim occurrence date and claim settlement or payment date. A reconciliation of the disaggregated net unpaid losses and allocated loss adjustment expenses (the latter referred to as \u201cALAE\u201d) to our consolidated claim liabilities as of December 31, 2023 follows (in millions). ######GEICO##########BH Primary##########BHRG######## ####Physical Damage######Auto Liability####Medical Professional Liability######Workers\u2019 Compensation/ Other Casualty####Property######Casualty####Total Unpaid losses and ALAE, net##$##737####$##20,477##$##9,166####$##21,230##$##16,499####$##32,393##$##100,502 Reinsurance recoverable####4######900####26######1,547####689######1,481####4,647 Unallocated loss adjustment expenses##################################2,467 Other losses and loss adjustment expenses##################################3,466 Unpaid losses and loss adjustment expenses################################$##111,082"}
-{"_id": "BRK.A20231796", "title": "BRK.A GEICO", "text": "GEICO\u2019s claim liabilities predominantly relate to various types of private passenger auto liability and physical damage claims. For such claims, we establish and evaluate unpaid claim liabilities using standard actuarial loss development methods and techniques. The actuarial methods utilize historical claims data, adjusted when deemed appropriate to reflect perceived changes in loss patterns. Claim liabilities include average, case, case development and IBNR estimates."}
-{"_id": "BRK.A20231797", "title": "BRK.A GEICO", "text": "We establish average liabilities based on expected severities for newly reported physical damage and liability claims prior to establishing individual case reserves when insufficient time or information is available for specific claim estimates and for large volumes of minor physical damage claims that are quickly settled. We establish case loss estimates for liability claims, including estimates for loss adjustment expenses based on the facts and merits of the claim."}
-{"_id": "BRK.A20231798", "title": "BRK.A GEICO", "text": "Claim estimates for liability coverages normally reflect greater uncertainty than for physical damage coverages, primarily due to the longer claim-tails, the greater chance of litigation and the time needed to evaluate facts at the time the case estimate is first established. Consequently, we establish additional case development liabilities, which are usually percentages of the case liabilities. For unreported claims, IBNR claim liabilities are estimated by projecting the ultimate number of claims expected (reported and unreported) for each significant coverage based on historical data, from which reported claims are deducted to produce the estimated number of unreported claims. The product of the average cost per unreported claim and the number of unreported claims produces the IBNR liability estimate. We may record supplemental IBNR liabilities in certain situations when actuarial techniques are difficult to apply."}
-{"_id": "BRK.A20231802", "title": "BRK.A Notes to Consolidated Financial Statements (16)Unpaid losses and loss adjustment expenses", "text": "GEICO\u2019s net incurred and paid auto physical damage and liability losses and ALAE are summarized by accident year below. IBNR and case development liabilities are as of December 31, 2023 and are net of estimated salvage and subrogation recoveries. Claim counts are established when accidents that could result in a liability are reported and are based on policy coverage. Each claim event may generate claims under multiple coverages and may result in multiple counts. The \u201cCumulative Number of Reported Claims\u201d includes the combined number of reported claims for all auto policy coverages. Dollars are in millions."}
-{"_id": "BRK.A20231816", "title": "BRK.A Physical Damage", "text": " ######Incurred Losses and ALAE through December 31,############Cumulative Number of Accident Year####2022*######2023####IBNR and Case Development Liabilities####Reported Claims (in thousands) 2022##$##14,138####$##13,699##$##(56##)##9,161 2023##########12,273####(691##)##7,295 ##Incurred losses and ALAE######$##25,972######## ######Cumulative Paid Losses and ALAE through December 31,############ Accident Year####2022*######2023######## 2022##$##13,251####$##13,731######## 2023##########11,567######## ##Paid losses and ALAE########25,298######## ##Net unpaid losses and ALAE for 2022 \u2013 2023 accident years########674######## ##Net unpaid losses and ALAE for accident years before 2022########63######## ##Net unpaid losses and ALAE######$##737########"}
-{"_id": "BRK.A20231836", "title": "BRK.A Auto Liability", "text": " ##############Incurred Losses and ALAE through December 31,##############Cumulative Number of Accident Year####2019*####2020*######2021*####2022*####2023####IBNR and Case Development Liabilities##Reported Claims (in thousands) 2019##$##16,901##$##16,678####$##16,191##$##16,151##$##16,168##$##348##2,797 2020########14,637######14,024####13,697####13,593####666##2,123 2021##############17,481####17,457####17,229####1,559##2,446 2022##################19,645####18,903####3,316##2,360 2023######################17,948####5,567##1,804 ##########Incurred losses and ALAE##########$##83,841###### ##############Cumulative Paid Losses and ALAE through December 31,############## Accident Year####2019*####2020*######2021*####2022*####2023###### 2019##$##6,742##$##11,671####$##13,851##$##15,084##$##15,593###### 2020########5,395######9,839####11,794####12,608###### 2021##############6,450####12,681####14,863###### 2022##################7,614####13,838###### 2023######################7,191###### ##########Paid losses and ALAE############64,093###### ##########Net unpaid losses and ALAE for 2019 \u2013 2023 accident years############19,748###### ##########Net unpaid losses and ALAE for accident years before 2019############729###### ##########Net unpaid losses and ALAE##########$##20,477######"}
-{"_id": "BRK.A20231842", "title": "BRK.A BH Primary", "text": "BH Primary\u2019s liabilities for unpaid losses and loss adjustment expenses primarily derive from medical professional liability and workers\u2019 compensation and other casualty insurance, which includes commercial auto and general liability insurance. Net incurred and paid losses and ALAE are summarized by accident year in the following tables, disaggregated by medical professional liability coverages and workers\u2019 compensation and other casualty coverages. IBNR and case development liabilities are as of December 31, 2023. The cumulative number of reported claims reflects the number of individual claimants and includes claims that ultimately resulted in no liability or payment. Dollars are in millions."}
-{"_id": "BRK.A20231873", "title": "BRK.A Medical Professional Liability", "text": "We estimate the ultimate expected incurred losses and loss adjustment expenses for medical professional claim liabilities using a variety of commonly accepted actuarial methodologies, such as the paid and incurred development method and Bornhuetter-Ferguson based methods, as well as other techniques that consider insured loss exposures and historical and expected loss trends, among other factors. These methodologies produce loss estimates from which we determine our best estimate. In addition, we study developments in older accident years and adjust initial loss estimates to reflect recent developments based upon claim age, coverage and litigation experience. ######################Incurred Losses and ALAE through December 31,##########################Cumulative Number of Accident Year####2014*####2015*####2016*####2017*####2018*######2019*####2020*####2021*####2022*####2023####IBNR and Case Development Liabilities##Reported Claims (in thousands) 2014##$##1,370##$##1,375##$##1,305##$##1,246##$##1,218####$##1,127##$##1,061##$##1,033##$##1,029##$##1,007##$##45##11 2015########1,374####1,342####1,269####1,290######1,218####1,157####1,093####1,033####1,016####55##12 2016############1,392####1,416####1,414######1,394####1,341####1,288####1,216####1,188####105##15 2017################1,466####1,499######1,495####1,474####1,382####1,349####1,315####117##21 2018####################1,602######1,650####1,659####1,580####1,616####1,606####205##24 2019##########################1,670####1,691####1,663####1,614####1,534####320##21 2020##############################1,704####1,751####1,698####1,631####615##32 2021##################################1,852####1,855####1,787####1,053##25 2022######################################1,927####1,912####1,403##20 2023##########################################1,964####1,781##17 ####################Incurred losses and ALAE####################$##14,960###### ######################Cumulative Paid Losses and ALAE through December 31,########################## Accident Year####2014*####2015*####2016*####2017*####2018*######2019*####2020*####2021*####2022*####2023###### 2014##$##21##$##106##$##238##$##396##$##540####$##671##$##752##$##788##$##840##$##869###### 2015########23####108####218####382######543####663####719####799####843###### 2016############22####115####274######461####620####712####822####908###### 2017################27####128######300####457####582####739####877###### 2018####################35######166####367####543####728####949###### 2019##########################39####160####314####536####757###### 2020##############################34####148####321####531###### 2021##################################36####136####333###### 2022######################################38####182###### 2023##########################################28###### ####################Paid losses and ALAE######################6,277###### ####################Net unpaid losses and ALAE for 2014 \u2013 2023 accident years######################8,683###### ####################Net unpaid losses and ALAE for accident years before 2014######################483###### ####################Net unpaid losses and ALAE####################$##9,166######"}
-{"_id": "BRK.A20231908", "title": "BRK.A Workers\u2019 Compensation and Other Casualty", "text": "We periodically evaluate ultimate loss and loss adjustment expense estimates for workers\u2019 compensation and other casualty claims using a combination of commonly accepted actuarial methodologies such as the Bornhuetter-Ferguson and chain-ladder approaches using paid and incurred loss data. Paid and incurred loss data is segregated and analyzed by state due to the different state regulatory frameworks that may impact certain factors, including the duration and amount of loss payments. We also separately study the various components of liabilities, such as employee lost wages, medical expenses and the costs of claims investigations and administration. We establish case liabilities for reported claims based upon the facts and circumstances of the claim. The excess of the ultimate projected losses, including the expected development of case estimates, and the case-basis liabilities is included in IBNR liabilities. ######################Incurred Losses and ALAE through December 31,##########################Cumulative Number of Accident Year####2014*####2015*####2016*####2017*####2018*######2019*####2020*####2021*####2022*####2023####IBNR and Case Development Liabilities##Reported Claims (in thousands) 2014##$##2,138##$##2,064##$##2,036##$##1,970##$##1,901####$##1,906##$##1,875##$##1,861##$##1,829##$##1,810##$##115##103 2015########2,580####2,539####2,455####2,426######2,428####2,402####2,408####2,393####2,358####201##120 2016############2,931####2,848####2,793######2,772####2,815####2,825####2,864####2,840####361##125 2017################3,473####3,337######3,299####3,310####3,322####3,320####3,321####422##143 2018####################3,998######3,886####3,967####4,030####4,091####4,177####643##163 2019##########################4,584####4,623####4,692####4,763####4,847####867##184 2020##############################5,030####4,881####4,775####4,774####1,467##156 2021##################################5,899####5,856####5,882####2,455##316 2022######################################6,796####6,757####3,646##308 2023##########################################7,299####5,187##132 ####################Incurred losses and ALAE####################$##44,065###### ######################Cumulative Paid Losses and ALAE through December 31,########################## Accident Year####2014*####2015*####2016*####2017*####2018*######2019*####2020*####2021*####2022*####2023###### 2014##$##286##$##683##$##1,002##$##1,269##$##1,407####$##1,504##$##1,557##$##1,600##$##1,617##$##1,646###### 2015########329####804####1,187####1,507######1,766####1,873####1,966####2,041####2,070###### 2016############373####908####1,359######1,765####1,998####2,140####2,303####2,377###### 2017################480####1,133######1,645####2,050####2,279####2,492####2,673###### 2018####################583######1,340####1,902####2,324####2,746####3,120###### 2019##########################725####1,598####2,214####2,898####3,430###### 2020##############################736####1,498####2,066####2,598###### 2021##################################869####1,751####2,440###### 2022######################################962####2,012###### 2023##########################################1,056###### ####################Paid losses and ALAE######################23,422###### ####################Net unpaid losses and ALAE for 2014 \u2013 2023 accident years######################20,643###### ####################Net unpaid losses and ALAE for accident years before 2014######################587###### ####################Net unpaid losses and ALAE####################$##21,230######"}
-{"_id": "BRK.A20231911", "title": "BRK.A BHRG", "text": "We use a variety of methodologies to establish BHRG\u2019s estimates for property and casualty claim liabilities. These methodologies include paid and incurred loss development techniques, incurred and paid loss Bornhuetter-Ferguson techniques and frequency and severity techniques, as well as ground-up techniques when appropriate."}
-{"_id": "BRK.A20231915", "title": "BRK.A Notes to Consolidated Financial Statements (16)Unpaid losses and loss adjustment expenses", "text": "Our claim liabilities are principally a function of reported losses from ceding companies, case development and IBNR liability estimates. Case loss estimates are reported either individually or in bulk as provided under the terms of the contracts. We may independently evaluate case losses reported by the ceding company, and if deemed appropriate, establish additional case liabilities based on our estimates."}
-{"_id": "BRK.A20231916", "title": "BRK.A Notes to Consolidated Financial Statements (16)Unpaid losses and loss adjustment expenses", "text": "Estimated IBNR liabilities are affected by expected case loss emergence patterns and expected loss ratios, which are evaluated as groups of contracts with similar exposures or on a contract-by-contract basis. Estimated case and IBNR liabilities for major catastrophe events are generally based on a per-contract assessment of the ultimate cost associated with the individual loss event. Claim count data is not provided consistently by ceding companies under our contracts or is otherwise considered unreliable."}
-{"_id": "BRK.A20231917", "title": "BRK.A Notes to Consolidated Financial Statements (16)Unpaid losses and loss adjustment expenses", "text": "Net incurred and paid losses and ALAE of BHRG are disaggregated based on losses that are expected to have shorter claim-tails (property) and losses expected to have longer claim-tails (casualty). Under certain contracts, the coverage can apply to multiple lines of business written by the ceding company, whether property, casualty or combined, and the ceding company may not report loss data by such lines consistently, if at all. In those instances, we allocated losses to property and casualty coverages based on internal estimates. BHRG\u2019s disaggregated incurred and paid losses and ALAE are summarized by accident year. IBNR and case development liabilities are as of December 31, 2023. Dollars are in millions."}
-{"_id": "BRK.A20231947", "title": "BRK.A Property", "text": " ######################Incurred Losses and ALAE through December 31,######################## Accident Year####2014*####2015*####2016*####2017*####2018*######2019*####2020*####2021*####2022*####2023####IBNR and Case Development Liabilities 2014##$##3,095##$##2,849##$##2,725##$##2,567##$##2,508####$##2,432##$##2,400##$##2,393##$##2,373##$##2,376##$##27 2015########3,605####3,414####2,847####3,237######3,232####3,253####3,255####3,248####3,272####60 2016############3,926####4,515####4,192######4,155####4,150####4,139####4,117####4,106####26 2017################6,397####6,096######5,918####5,791####5,713####5,631####5,612####64 2018####################5,486######5,579####5,437####5,293####5,299####5,249####172 2019##########################4,986####5,129####4,901####4,574####4,527####162 2020##############################6,928####7,208####6,876####6,657####610 2021##################################8,103####7,976####7,640####896 2022######################################8,880####8,453####2,228 2023##########################################7,993####4,140 ##################Incurred losses and ALAE######################$##55,885#### ######################Cumulative Paid Losses and ALAE through December 31,######################## Accident Year####2014*####2015*####2016*####2017*####2018*######2019*####2020*####2021*####2022*####2023#### 2014##$##572##$##1,520##$##1,899##$##2,059##$##2,135####$##2,187##$##2,218##$##2,242##$##2,272##$##2,295#### 2015########671####1,804####2,210####2,429######2,538####2,721####2,807####2,860####2,933#### 2016############915####2,214####2,677######3,167####3,436####3,632####3,741####3,820#### 2017################1,348####3,508######4,583####4,936####5,171####5,364####5,454#### 2018####################1,208######3,093####3,735####4,020####4,265####4,473#### 2019##########################1,012####2,848####3,566####3,898####4,058#### 2020##############################1,255####3,584####4,634####5,298#### 2021##################################1,624####4,095####5,414#### 2022######################################1,814####4,333#### 2023##########################################1,777#### ##################Paid losses and ALAE########################39,855#### ##################Net unpaid losses and ALAE for 2014 \u2013 2023 accident years########################16,030#### ##################Net unpaid losses and ALAE for accident years before 2014########################469#### ##################Net unpaid losses and ALAE######################$##16,499####"}
-{"_id": "BRK.A20231981", "title": "BRK.A Casualty", "text": " ######################Incurred Losses and ALAE through December 31,######################## Accident Year####2014*####2015*####2016*####2017*####2018*######2019*####2020*####2021*####2022*####2023####IBNR and Case Development Liabilities 2014##$##3,507##$##3,672##$##3,619##$##3,557##$##3,456####$##3,472##$##3,446##$##3,334##$##3,298##$##3,265##$##424 2015########3,422####3,628####3,668####3,580######3,438####3,401####3,364####3,310####3,312####373 2016############3,788####3,998####3,902######3,870####3,819####3,775####3,746####3,773####416 2017################4,039####4,474######4,351####4,244####4,176####4,165####4,222####547 2018####################4,886######5,537####5,489####5,358####5,285####5,370####756 2019##########################5,572####6,043####5,902####5,736####5,695####1,228 2020##############################6,214####6,231####6,047####6,093####1,750 2021##################################6,310####6,285####5,957####2,299 2022######################################6,061####6,112####3,505 2023##########################################6,071####4,656 ####################Incurred losses and ALAE####################$##49,870#### ######################Cumulative Paid Losses and ALAE through December 31,######################## Accident Year####2014*####2015*####2016*####2017*####2018*######2019*####2020*####2021*####2022*####2023#### 2014##$##429##$##1,002##$##1,390##$##1,662##$##1,917####$##2,103##$##2,311##$##2,405##$##2,493##$##2,560#### 2015########446####995####1,431####1,731######2,003####2,197####2,345####2,481####2,590#### 2016############654####1,359####1,801######2,149####2,420####2,613####2,789####2,963#### 2017################607####1,311######1,829####2,478####2,727####2,945####3,171#### 2018####################695######1,742####2,792####3,258####3,637####3,954#### 2019##########################841####1,872####2,423####3,190####3,736#### 2020##############################868####1,905####2,715####3,379#### 2021##################################766####1,785####2,661#### 2022######################################622####1,338#### 2023##########################################692#### ####################Paid losses and ALAE######################27,044#### ####################Net unpaid losses and ALAE for 2014 \u2013 2023 accident years######################22,826#### ####################Net unpaid losses and ALAE for accident years before 2014######################9,567#### ####################Net unpaid losses and ALAE####################$##32,393####"}
-{"_id": "BRK.A20231991", "title": "BRK.A * Unaudited required supplemental information", "text": "Required supplemental unaudited average historical claims duration information based on the net losses and ALAE incurred and paid accident year data in the preceding tables follows. The percentages show the average portions of net losses and ALAE paid by each succeeding year, with year 1 representing the current accident year. ############Average Annual Percentage Payout of Incurred Losses by Age, Net of Reinsurance########## In Year##1##2##3##4##5####6##7##8##9##10 GEICO Physical Damage##97%##3%################## GEICO Auto Liability##41%##31%##13%##7%##4%############ BH Primary Medical Professional Liability##2%##8%##12%##14%##13%####12%##8%##6%##5%##3% BH Primary Workers\u2019 Compensation and Other Casualty##15%##18%##14%##13%##9%####6%##5%##3%##1%##2% BHRG Property##22%##35%##15%##8%##4%####4%##2%##2%##2%##1% BHRG Casualty##14%##17%##13%##11%##8%####6%##5%##4%##3%##2%"}
-{"_id": "BRK.A20232007", "title": "BRK.A Notes to Consolidated Financial Statements (17)Retroactive reinsurance contracts", "text": "Retroactive reinsurance policies provide indemnification of losses and loss adjustment expenses of short-duration insurance contracts with respect to underlying loss events that occurred prior to the contract inception date, which may include significant levels of asbestos, environmental and other mass tort claims. Retroactive reinsurance contracts are generally subject to aggregate policy limits and thus, our exposure to such claims under these contracts is likewise limited. Reconciliations of the changes in estimated liabilities for retroactive reinsurance unpaid losses and loss adjustment expenses for each of the three years ended December 31, 2023 follow (in millions). ####2023######2022######2021## Balance at the beginning of the year##$##35,415####$##37,855####$##40,623## Incurred losses and loss adjustment expenses:################## Current year contracts####\u2014######\u2014######153## Prior years\u2019 contracts####1,109######86######(974##) Total####1,109######86######(821##) Paid losses and loss adjustment expenses####(1,934##)####(2,358##)####(1,889##) Foreign currency effect####57######(168##)####(58##) Balance at December 31##$##34,647####$##35,415####$##37,855## Incurred losses and loss adjustment expenses above##$##1,109####$##86####$##(821##) Deferred charge amortization and adjustments####375######769######1,802## Incurred losses and loss adjustment expenses included in the Consolidated  Statements of Earnings##$##1,484####$##855####$##981##"}
-{"_id": "BRK.A20232008", "title": "BRK.A Notes to Consolidated Financial Statements (17)Retroactive reinsurance contracts", "text": "In the preceding table, the classification of incurred losses and loss adjustment expenses is based on the inception dates of the contracts, which reflect when our exposure to losses began. We believe that analysis of losses incurred and paid by accident year of the underlying event is irrelevant given that our exposure to losses incepts when the contract incepts and that the classification of reported claims and case development liabilities has little or no practical analytical value."}
-{"_id": "BRK.A20232009", "title": "BRK.A Notes to Consolidated Financial Statements (17)Retroactive reinsurance contracts", "text": "Incurred losses and loss adjustment expenses in the Consolidated Statements of Earnings include changes in estimated liabilities and related deferred charge asset amortization and adjustments arising from the changes in estimated timing and amount of future loss payments. In 2023, we increased estimated ultimate liabilities under certain contracts by $1.1 billion, which after adjustments to related deferred charge assets, produced an increase in incurred losses and loss adjustment expenses of approximately $650 million. The increase derived from higher estimates for asbestos, environmental and other casualty claims. Unamortized deferred charges on retroactive reinsurance contracts were $9.5 billion at December 31, 2023 and $9.9 billion at December 31, 2022."}
-{"_id": "BRK.A20232010", "title": "BRK.A Notes to Consolidated Financial Statements (17)Retroactive reinsurance contracts", "text": "In establishing retroactive reinsurance claim liabilities, we analyze historical aggregate loss payment patterns and project losses into the future under various probability-weighted scenarios. We expect the claim-tail to be very long for many contracts, with some lasting several decades. We monitor claim payment activity and review ceding company reports and other information concerning the underlying losses. We revise the expected timing and amounts of ultimate losses periodically or when significant events are revealed."}
-{"_id": "BRK.A20232011", "title": "BRK.A Notes to Consolidated Financial Statements (17)Retroactive reinsurance contracts", "text": "We monitor evolving case law and its effect on asbestos, environmental and other mass tort claims. Changing laws or government regulations, as well as newly identified toxins and injury events, newly reported claims, new theories of liability, new contract interpretations and other factors could result in increases in these liabilities, which could be material to our results of operations. We are unable to reliably estimate the amount of additional net loss or the range of net loss that is reasonably possible. Our estimates of ultimate liabilities for asbestos and environmental exposures under our contracts were approximately $12.2 billion at December 31, 2023 and $12.1 billion at December 31, 2022."}
-{"_id": "BRK.A20232021", "title": "BRK.A Notes to Consolidated Financial Statements (18)Long-duration insurance contracts", "text": "We write periodic payment annuity and life and health insurance contracts, which are considered long-duration insurance contracts under GAAP. A summary of our life, annuity and health insurance benefits liabilities disaggregated by our two primary product categories, periodic payment annuities and life and health insurance, and other liabilities, which primarily consist of incurred-but-not-reported claims and claims in the course of settlement, follows (in millions). ########December 31,#### ####2023####2022####2021 Periodic payment annuities##$##11,212##$##10,640##$##16,153 Life and health####5,749####5,879####7,688 Other liabilities####3,252####3,234####3,454 ##$##20,213##$##19,753##$##27,295"}
-{"_id": "BRK.A20232050", "title": "BRK.A Notes to Consolidated Financial Statements (18)Long-duration insurance contracts", "text": "Reconciliations of our periodic payment annuity and life and health insurance benefits liabilities before ceded reinsurance for each of the three years ended December 31, 2023 follow (in millions). This information reflects the changes in discounted present values of expected future policy benefits and expected future net premiums. Net premiums represent the portion of expected gross premiums that are required to provide for future policy benefits and variable expenses. ##########Periodic payment annuities################Life and health######## ####2023######2022######2021####2023######2022######2021## Expected future policy benefits:################################## Balance at the beginning of the year##$##10,640####$##16,153####$##17,122##$##52,008####$##63,648####$##66,528## Balance at the beginning of the year - original discount rates####11,549######11,261######10,569####63,584######60,133######58,247## Effect of cash flow assumption changes####\u2014######\u2014######\u2014####(829##)####2,261######(354##) Effect of actual from expected experience####5######121######8####(352##)####927######1,011## Change in benefits, net####(470##)####(297##)####138####1,616######671######394## Interest accrual####537######535######528####1,787######1,644######1,670## Foreign currency effect####60######(71##)####18####65######(2,052##)####(835##) Balance at December 31 - original discount rates####11,681######11,549######11,261####65,871######63,584######60,133## Effect of changes in discount rate assumptions####(469##)####(909##)####4,892####(13,206##)####(11,576##)####3,515## Balance at December 31##$##11,212####$##10,640####$##16,153##$##52,665####$##52,008####$##63,648## Expected future net premiums:################################## Balance at the beginning of the year##################$##46,129####$##55,960####$##58,198## Balance at the beginning of the year - original discount rates####################56,535######53,277######51,370## Effect of cash flow assumption changes####################(880##)####2,163######(270##) Effect of actual from expected experience####################(181##)####676######572## Change in premiums, net####################1,645######928######908## Interest accrual####################1,566######1,434######1,444## Foreign currency effect####################46######(1,943##)####(747##) Balance at December 31 - original discount rates####################58,731######56,535######53,277## Effect of changes in discount rate assumptions####################(11,815##)####(10,406##)####2,683## Balance at December 31##################$##46,916####$##46,129####$##55,960## Liability for future policy benefits:################################## Balance at December 31##$##11,212####$##10,640####$##16,153##$##5,749####$##5,879####$##7,688## Reinsurance recoverables####\u2014######\u2014######\u2014####(1,571##)####(1,559##)####(2,152##) Balance at December 31,  net of reinsurance recoverables##$##11,212####$##10,640####$##16,153##$##4,178####$##4,320####$##5,536##"}
-{"_id": "BRK.A20232058", "title": "BRK.A Notes to Consolidated Financial Statements (18)Long-duration insurance contracts", "text": "The undiscounted and discounted expected future gross premiums to be collected and undiscounted expected future benefits for periodic payment annuities and life and health insurance as of December 31, 2023, 2022 and 2021 are summarized below (in millions). ########Undiscounted expected future gross premiums############Discounted expected future gross premiums############Undiscounted expected future benefits#### ####2023####2022####2021####2023####2022####2021####2023####2022####2021 Periodic payment annuities##$##\u2014##$##\u2014##$##\u2014##$##\u2014##$##\u2014##$##\u2014##$##31,066##$##31,156##$##30,260 Life and health####117,078####109,321####102,768####66,692####66,460####64,378####111,630####104,544####98,224"}
-{"_id": "BRK.A20232063", "title": "BRK.A Notes to Consolidated Financial Statements (18)Long-duration insurance contracts", "text": "Gross premiums earned on long-duration contracts are included in insurance premiums earned, and interest expense on long-duration insurance contracts is included as a component of life, annuity and health benefits in our Consolidated Statements of Earnings. Gross premiums earned and interest expense before the impact of reinsurance ceded for each of the three years ended December 31, 2023 follow (in millions). ########Gross Premiums############Interest Expense#### ####2023####2022####2021####2023####2022####2021 Periodic payment annuities##$##\u2014##$##582##$##655##$##537##$##535##$##528 Life and health####3,627####3,760####3,906####221####210####226"}
-{"_id": "BRK.A20232074", "title": "BRK.A Notes to Consolidated Financial Statements (18)Long-duration insurance contracts (19)Notes payable and other borrowings", "text": "The weighted average discount rates, interest accretion rates and the average contract durations as of December 31, 2023, 2022 and 2021 for periodic payment annuities and life and health insurance are summarized below. ##2023####2022####2021## Periodic payment annuities############ Weighted average discount rate##5.1##%##5.3##%##2.7##% Weighted average accretion rate##4.8##%##4.8##%##4.9##% Weighted average duration##18 years####17 years####22 years## Life and health############ Weighted average discount rate##5.1##%##4.7##%##2.4##% Weighted average accretion rate##3.3##%##3.4##%##3.4##% Weighted average duration##13 years####14 years####15 years##"}
-{"_id": "BRK.A20232089", "title": "BRK.A Notes payable and other borrowings of our insurance and other businesses are summarized below (dollars are in millions). The weighted average interest rates and maturity date ranges are based on borrowings as of December 31, 2023.", "text": " ##Weighted Average########December 31,#### ##Interest Rate######2023######2022 Insurance and other:############## Berkshire Hathaway Inc. (\u201cBerkshire\u201d):############## U.S. Dollar denominated due 2025-2047##3.5##%##$##3,740####$##6,231 Euro denominated due 2024-2041##1.1##%####6,145######7,344 Japanese Yen denominated due 2024-2060##0.8##%####8,896######7,818 Berkshire Hathaway Finance Corporation (\u201cBHFC\u201d):############## U.S. Dollar denominated due 2027-2052##3.6##%####14,463######14,458 Great Britain Pound denominated due 2039-2059##2.5##%####2,191######2,078 Euro denominated due 2030-2034##1.8##%####1,374######1,332 Other subsidiary borrowings due 2024-2051##4.5##%####4,696######5,967 Short-term subsidiary borrowings##7.3##%####1,187######1,310 ######$##42,692####$##46,538"}
-{"_id": "BRK.A20232093", "title": "BRK.A Notes to Consolidated Financial Statements (19)Notes payable and other borrowings", "text": "Berkshire parent company borrowings consist of senior unsecured debt. During 2023, Berkshire repaid approximately $4.3 billion of maturing senior notes and issued \u00a5286.4 billion par (approximately $2.05 billion) of senior notes with a weighted average interest rate of 1.15% and maturity dates ranging from 2026 to 2058. Borrowings of BHFC, a wholly owned finance subsidiary of Berkshire, consist of senior unsecured notes used to fund manufactured housing loans originated or acquired and equipment held for lease of certain subsidiaries. BHFC borrowings are fully and unconditionally guaranteed by Berkshire. Berkshire also guarantees certain debt of other subsidiaries, aggregating approximately $2.7 billion at December 31, 2023. Generally, Berkshire\u2019s guarantee of a subsidiary\u2019s debt obligation is an absolute, unconditional and irrevocable guarantee for the full and prompt payment when due of all payment obligations."}
-{"_id": "BRK.A20232094", "title": "BRK.A Notes to Consolidated Financial Statements (19)Notes payable and other borrowings", "text": "The carrying values of Berkshire and BHFC non-U.S. Dollar denominated senior notes (\u20ac6.85 billion, \u00a31.75 billion and \u00a51,259 billion par at December 31, 2023) reflect the applicable exchange rates as of each balance sheet date. The effects of changes in foreign currency exchange rates during the period on our borrowings are recorded in earnings as a component of selling, general and administrative expenses. Changes in the exchange rates produced pre-tax gains of $217 million in 2023, $1.7 billion in 2022 and $1.3 billion in 2021."}
-{"_id": "BRK.A20232105", "title": "BRK.A Notes payable and other borrowings of our railroad, utilities and energy businesses are summarized below (dollars are in millions). The weighted average interest rates and maturity date ranges are based on borrowings as of December 31, 2023.", "text": " ##Weighted Average########December 31,#### ##Interest Rate######2023######2022 Railroad, utilities and energy:############## Berkshire Hathaway Energy Company (\u201cBHE\u201d) and subsidiaries:############## BHE senior unsecured debt due 2025-2053##4.4##%##$##13,101####$##13,996 Subsidiary and other debt due 2024-2064##4.4##%####39,072######37,639 Short-term borrowings##5.9##%####4,148######1,119 Pilot Travel Centers (\u201cPTC\u201d) and subsidiaries due 2024-2028##7.2##%####5,776######\u2014 Burlington Northern Santa Fe (\u201cBNSF\u201d) and subsidiaries due 2024-2097##4.6##%####23,482######23,452 ######$##85,579####$##76,206"}
-{"_id": "BRK.A20232106", "title": "BRK.A Notes payable and other borrowings of our railroad, utilities and energy businesses are summarized below (dollars are in millions). The weighted average interest rates and maturity date ranges are based on borrowings as of December 31, 2023.", "text": "BHE subsidiary debt represents amounts issued pursuant to separate financing agreements. Substantially all of the assets of certain BHE subsidiaries are, or may be, pledged or encumbered to support or otherwise secure such debt. These borrowing arrangements generally contain various covenants, including covenants which pertain to leverage ratios, interest coverage ratios and/or debt service coverage ratios. In 2023, BHE subsidiaries issued $4.2 billion par of term debt with a weighted average interest rate of 5.7% and maturity dates ranging from 2033 to 2055, and BHE and its subsidiaries repaid approximately $3.7 billion of term debt. In 2024, BHE subsidiaries issued $5.1 billion of term debt with a weighted average interest rate of 5.4% and maturity dates ranging from 2029 to 2055 and repaid short term borrowings of approximately $2.8 billion."}
-{"_id": "BRK.A20232107", "title": "BRK.A Notes payable and other borrowings of our railroad, utilities and energy businesses are summarized below (dollars are in millions). The weighted average interest rates and maturity date ranges are based on borrowings as of December 31, 2023.", "text": "PTC\u2019s borrowings primarily represent secured syndicated loans. BNSF\u2019s borrowings are primarily senior unsecured debentures. During 2023, BNSF issued $1.6 billion par of 5.2% debentures due in 2054 and repaid approximately $1.6 billion of term debt. As of December 31, 2023, BHE, BNSF and PTC and their subsidiaries were in compliance with all applicable debt covenants. Berkshire does not guarantee any debt, borrowings or lines of credit of BHE, BNSF, PTC or their subsidiaries."}
-{"_id": "BRK.A20232108", "title": "BRK.A Notes payable and other borrowings of our railroad, utilities and energy businesses are summarized below (dollars are in millions). The weighted average interest rates and maturity date ranges are based on borrowings as of December 31, 2023.", "text": "Unused lines of credit and commercial paper capacity to support operations and provide additional liquidity for our subsidiaries were approximately $9.4 billion at December 31, 2023, of which approximately $6.0 billion related to BHE and its subsidiaries."}
-{"_id": "BRK.A20232113", "title": "BRK.A Notes payable and other borrowings of our railroad, utilities and energy businesses are summarized below (dollars are in millions). The weighted average interest rates and maturity date ranges are based on borrowings as of December 31, 2023.", "text": "Debt principal repayments expected during each of the next five years are as follows (in millions). Amounts in 2024 include short-term borrowings. ####2024####2025####2026####2027####2028 Insurance and other##$##3,295##$##3,076##$##4,499##$##2,877##$##1,413 Railroad, utilities and energy####10,564####3,972####1,554####1,672####5,020 ##$##13,859##$##7,048##$##6,053##$##4,549##$##6,433"}
-{"_id": "BRK.A20232123", "title": "BRK.A Notes to Consolidated Financial Statements (20)Income taxes", "text": "Liabilities for income taxes reflected in our Consolidated Balance Sheets are as follows (in millions). ######December 31,#### ####2023######2022 Currently payable##$##185####$##511 Deferred####92,344######76,417 Other####480######440 ##$##93,009####$##77,368"}
-{"_id": "BRK.A20232142", "title": "BRK.A Notes to Consolidated Financial Statements (20)Income taxes", "text": "The tax effects of temporary differences that pertain to our deferred income tax assets and liabilities are shown below (in millions). ########December 31,###### ####2023########2022## Deferred income tax liabilities:############## Investments, including unrealized appreciation##$##56,766######$##41,150## Deferred charges reinsurance assumed####1,994########2,073## Property, plant and equipment and equipment held for lease####32,991########32,080## Goodwill and other intangible assets####7,546########7,010## Other####4,452########5,162## ####103,749########87,475## Deferred income tax assets:############## Unpaid losses and loss adjustment expenses####(1,255##)######(1,290##) Unearned premiums####(1,285##)######(1,196##) Accrued liabilities####(2,626##)######(1,790##) Regulatory liabilities####(1,248##)######(1,323##) Deferred revenue####(2,282##)######(1,880##) Other####(2,709##)######(3,579##) ####(11,405##)######(11,058##) Net deferred income tax liability##$##92,344######$##76,417##"}
-{"_id": "BRK.A20232143", "title": "BRK.A Notes to Consolidated Financial Statements (20)Income taxes", "text": "We have not established deferred income taxes on accumulated undistributed earnings of certain foreign subsidiaries, which are expected to be reinvested indefinitely. Repatriation of all accumulated earnings of foreign subsidiaries would be impracticable to the extent that such earnings represent capital to support ongoing business operations. Generally, no U.S. federal income taxes will be imposed on future distributions of foreign earnings under current law. However, distributions to the U.S. or other foreign jurisdictions could be subject to withholding and other local taxes."}
-{"_id": "BRK.A20232152", "title": "BRK.A Notes to Consolidated Financial Statements (20)Income taxes", "text": "Income tax expense (benefit) reflected in our Consolidated Statements of Earnings for each of the three years ending December 31, 2023 was as follows (in millions). ####2023####2022######2021## U.S. Federal##$##20,764##$##(10,316##)##$##20,384## U.S. State####763####762######(527##) Foreign####1,492####1,052######1,055## ##$##23,019##$##(8,502##)##$##20,912## Current##$##7,642##$##4,815####$##5,326## Deferred####15,377####(13,317##)####15,586## ##$##23,019##$##(8,502##)##$##20,912##"}
-{"_id": "BRK.A20232165", "title": "BRK.A Notes to Consolidated Financial Statements (20)Income taxes", "text": "Income tax expense (benefit) is reconciled to hypothetical amounts computed at the U.S. federal statutory rate for each of the three years ending December 31, 2023 in the table below (dollars in millions). ####2023######2022######2021## Earnings (loss) before income taxes##$##120,166####$##(30,500##)##$##111,861## Hypothetical income tax expense (benefit) at the U.S. federal statutory rate##$##25,235####$##(6,405##)##$##23,491## Dividends received deduction and tax-exempt interest####(678##)####(512##)####(457##) State income taxes, less U.S. federal income tax effect####603######602######(417##) U.S. income tax credits*####(2,186##)####(2,187##)####(1,860##) Other differences, net####45######\u2014######155## ##$##23,019####$##(8,502##)##$##20,912## Effective income tax rate####19.2##%####27.9##%####18.7##%"}
-{"_id": "BRK.A20232166", "title": "BRK.A Notes to Consolidated Financial Statements (20)Income taxes", "text": "* U.S. income tax credits derive primarily from production tax credits associated with wind-energy generation of BHE and tax credits arising from affordable housing investments."}
-{"_id": "BRK.A20232167", "title": "BRK.A Notes to Consolidated Financial Statements (20)Income taxes", "text": "We file income tax returns in the U.S. and in state, local and foreign jurisdictions. We have settled income tax liabilities with the U.S. federal taxing authority (\u201cIRS\u201d) for tax years through 2011. The 2012 and 2013 tax years are under review by the IRS\u2019s Independent Office of Appeals, and the IRS is currently auditing tax years 2014 through 2019. We are also under audit or subject to audit with respect to income taxes in state and foreign jurisdictions. It is reasonably possible that certain of these income tax examinations will be settled in 2024. We currently do not believe that the outcome of unresolved issues or claims will be material to our Consolidated Financial Statements."}
-{"_id": "BRK.A20232168", "title": "BRK.A Notes to Consolidated Financial Statements (20)Income taxes", "text": "At December 31, 2023 and 2022, net unrecognized tax benefits were $480 million and $440 million, respectively. Included in the balance at December 31, 2023, were $420 million of tax positions that, if recognized, would impact the effective tax rate. We do not expect material increases to the estimated amount of unrecognized tax benefits during 2024."}
-{"_id": "BRK.A20232169", "title": "BRK.A Notes to Consolidated Financial Statements (20)Income taxes", "text": "On August 16, 2022, the Inflation Reduction Act of 2022 (\u201cthe 2022 Act\u201d) was signed into law. The 2022 Act contains numerous provisions, including a 15% corporate alternative minimum income tax (\u201cCAMT\u201d) on \u201cadjusted financial statement income\u201d, expanded tax credits for clean energy incentives and a 1% excise tax on corporate stock repurchases. The provisions of the 2022 Act are effective for tax years beginning after December 31, 2022. The extent to which the Company incurs CAMT will depend on the facts and circumstances of the given tax year. We do not expect to incur a CAMT liability in 2023. The Internal Revenue Service and the U.S. Department of Treasury may release additional guidance in the future. We will continue to evaluate the impact of the 2022 Act as more guidance becomes available."}
-{"_id": "BRK.A20232170", "title": "BRK.A Notes to Consolidated Financial Statements (20)Income taxes", "text": "The Organization for Economic Co-operation and Development has issued Pillar Two model rules introducing a new global minimum tax of 15% intended to be effective on January 1, 2024. While the U.S. has not yet adopted the Pillar Two rules, various other governments around the world are enacting legislation. As currently designed, Pillar Two will ultimately apply to our worldwide operations. Considering we do not have material operations in jurisdictions with tax rates lower than the Pillar Two minimum, these rules are not expected to materially increase our global tax costs. There remains uncertainty as to the final Pillar Two model rules. We will continue to monitor U.S. and global legislative action related to Pillar Two for potential impacts."}
-{"_id": "BRK.A20232186", "title": "BRK.A Notes to Consolidated Financial Statements (21)Fair value measurements", "text": "Our financial assets and liabilities are summarized below, with fair values shown according to the fair value hierarchy (in millions). The carrying values of cash and cash equivalents, U.S. Treasury Bills, other receivables and accounts payable, accruals and other liabilities are considered to be reasonable estimates of or otherwise approximate the fair values. ####Carrying Value####Fair Value####Quoted Prices (Level 1)####Significant Other Observable Inputs (Level 2)####Significant Unobservable Inputs (Level 3) December 31, 2023#################### Investments in fixed maturity securities:#################### U.S. Treasury, U.S. government corporations and agencies##$##10,269##$##10,269##$##10,234##$##35##$##\u2014 Foreign governments####11,805####11,805####11,559####246####\u2014 Corporate bonds####1,449####1,449####\u2014####860####589 Other####235####235####\u2014####235####\u2014 Investments in equity securities####353,842####353,842####343,358####10####10,474 Investments in Kraft Heinz & Occidental common  stock####28,640####26,587####26,587####\u2014####\u2014 Loans and finance receivables####24,681####24,190####\u2014####892####23,298 Derivative contract assets (1)####334####334####39####282####13 Derivative contract liabilities (1)####213####213####7####111####95"}
-{"_id": "BRK.A20232200", "title": "BRK.A Notes payable and other borrowings:####################", "text": " Insurance and other####42,692####39,184####\u2014####39,153####31 Railroad, utilities and energy####85,579####81,036####\u2014####81,036####\u2014 December 31, 2022#################### Investments in fixed maturity securities:#################### U.S. Treasury, U.S. government corporations and agencies##$##9,802##$##9,802##$##9,733##$##69##$##\u2014 Foreign governments####10,327####10,327####9,854####473####\u2014 Corporate bonds####2,195####2,195####\u2014####1,546####649 Other####2,804####2,804####\u2014####2,804####\u2014 Investments in equity securities####308,793####308,793####296,610####9####12,174 Investments in Kraft Heinz & Occidental common  stock####24,421####25,491####25,491####\u2014####\u2014 Loans and finance receivables####23,208####23,428####\u2014####1,513####21,915 Derivative contract assets (1)####589####589####56####474####59 Derivative contract liabilities (1)####242####242####8####122####112"}
-{"_id": "BRK.A20232203", "title": "BRK.A Notes payable and other borrowings:####################", "text": " Insurance and other####46,538####41,961####\u2014####41,061####900 Railroad, utilities and energy####76,206####67,651####\u2014####67,651####\u2014"}
-{"_id": "BRK.A20232204", "title": "BRK.A Notes payable and other borrowings:####################", "text": "(1)Assets are included in other assets, and liabilities are included in accounts payable, accruals and other liabilities."}
-{"_id": "BRK.A20232208", "title": "BRK.A Notes to Consolidated Financial Statements (21)Fair value measurements", "text": "The fair values of substantially all of our financial instruments were measured using market or income approaches. The hierarchy for measuring fair value consists of Levels 1 through 3, which are described below."}
-{"_id": "BRK.A20232209", "title": "BRK.A Notes to Consolidated Financial Statements (21)Fair value measurements", "text": "Level 1 \u2013 Inputs represent unadjusted quoted prices for identical assets or liabilities exchanged in active markets."}
-{"_id": "BRK.A20232210", "title": "BRK.A Notes to Consolidated Financial Statements (21)Fair value measurements", "text": "Level 2 \u2013 Inputs include directly or indirectly observable inputs (other than Level 1 inputs) such as quoted prices for similar assets or liabilities exchanged in active or inactive markets; quoted prices for identical assets or liabilities exchanged in inactive markets; other inputs that may be considered in fair value determinations of the assets or liabilities, such as interest rates and yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Pricing evaluations generally reflect discounted expected future cash flows, which incorporate yield curves for instruments with similar characteristics, such as credit ratings, estimated durations and yields for other instruments of the issuer or entities in the same industry sector."}
-{"_id": "BRK.A20232211", "title": "BRK.A Notes to Consolidated Financial Statements (21)Fair value measurements", "text": "Level 3 \u2013 Inputs include unobservable inputs used in the measurement of assets and liabilities. Management is required to use its own assumptions regarding unobservable inputs because there is little, if any, market activity in the assets or liabilities and it may be unable to corroborate the related observable inputs. Unobservable inputs require management to make certain projections and assumptions about the information that would be used by market participants in valuing assets or liabilities."}
-{"_id": "BRK.A20232219", "title": "BRK.A Notes to Consolidated Financial Statements (21)Fair value measurements", "text": "Reconciliations of significant assets and liabilities measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) for each of the three years ending December 31, 2023 follow (in millions). ####Balance at the beginning of the year######Gains (losses) included in earnings######Acquisitions, dispositions and settlements######Transfers out of Level 3######Balance at the end of the year Investments in equity securities:############################ 2023##$##12,169####$##(40##)##$##(1,661##)##$##\u2014####$##10,468 2022####11,480######689######\u2014######\u2014######12,169 2021####8,978######1,902######1,100######(500##)####11,480 Equity index put option contract liabilities:############################ 2021####(1,065##)####966######\u2014######99######\u2014"}
-{"_id": "BRK.A20232226", "title": "BRK.A Notes to Consolidated Financial Statements (21)Fair value measurements", "text": "Quantitative information as of December 31, 2023 for the significant assets measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) follows (dollars in millions). ####Fair Value##Principal Valuation Techniques##Unobservable Inputs##Weighted Average Investments in equity securities:########## Preferred stock##$##8,688##Discounted cash flow##Expected duration##6 years ########Discount for transferability restrictions and subordination##372 bps Common stock warrants####1,780##Warrant pricing model##Expected duration##6 years ########Volatility##41%"}
-{"_id": "BRK.A20232231", "title": "BRK.A Notes to Consolidated Financial Statements (21)Fair value measurements (22)Common stock", "text": "Investments in equity securities in the preceding table include our investments in certain preferred and common stock warrants that do not have readily determinable market values as defined under GAAP. These investments are private placements with contractual terms that restrict transfers and currently prevent us from economically hedging our investments. We applied discounted cash flow techniques in valuing the preferred stock and we made assumptions regarding the expected duration of the investment and the effects of subordination in liquidation. In valuing the common stock warrants, we used a warrant valuation model. While most of the inputs to the warrant model are observable, we made assumptions regarding the expected duration and volatility."}
-{"_id": "BRK.A20232244", "title": "BRK.A Notes to Consolidated Financial Statements (21)Fair value measurements (22)Common stock", "text": "The changes in Berkshire\u2019s issued, treasury and outstanding common stock for each of the three years ending December 31, 2023 are shown in the table below. In addition, 1,000,000 shares of preferred stock are authorized, but none are issued. ######Class A, $5 Par Value (1,650,000 shares authorized)##########Class B, $0.0033 Par Value (3,225,000,000 shares authorized)###### ##Issued####Treasury####Outstanding####Issued##Treasury####Outstanding## Balance at December 31, 2020##678,523####(34,592##)##643,931####1,469,359,852##(119,316,381##)##1,350,043,471## Conversions of Class A to Class B common stock##(12,622##)##\u2014####(12,622##)##18,933,000##\u2014####18,933,000## Treasury stock acquired##\u2014####(14,196##)##(14,196##)##\u2014##(78,501,968##)##(78,501,968##) Balance at December 31, 2021##665,901####(48,788##)##617,113####1,488,292,852##(197,818,349##)##1,290,474,503## Conversions of Class A to Class B common stock##(14,451##)##\u2014####(14,451##)##21,676,500##\u2014####21,676,500## Treasury stock acquired##\u2014####(11,098##)##(11,098##)##\u2014##(9,896,927##)##(9,896,927##) Balance at December 31, 2022##651,450####(59,886##)##591,564####1,509,969,352##(207,715,276##)##1,302,254,076## Conversions of Class A to Class B common stock##(12,122##)##\u2014####(12,122##)##18,183,000##\u2014####18,183,000## Treasury stock acquired##\u2014####(11,667##)##(11,667##)##\u2014##(9,875,568##)##(9,875,568##) Balance at December 31, 2023##639,328####(71,553##)##567,775####1,528,152,352##(217,590,844##)##1,310,561,508##"}
-{"_id": "BRK.A20232245", "title": "BRK.A Notes to Consolidated Financial Statements (21)Fair value measurements (22)Common stock", "text": "Each Class A common share is entitled to one vote per share. Class B common stock possesses dividend and distribution rights equal to one-fifteen-hundredth (1/1,500) of such rights of Class A common stock. Each Class B common share possesses voting rights equal to one-ten-thousandth (1/10,000) of the voting rights of a Class A share. Unless otherwise required under Delaware General Corporation Law, Class A and Class B common shares vote as a single class. Each share of Class A common stock is convertible, at the option of the holder, into 1,500 shares of Class B common stock. Class B common stock is not convertible into Class A common stock. On an equivalent Class A common stock basis, there were 1,441,483 shares outstanding as of December 31, 2023 and 1,459,733 shares outstanding as of December 31, 2022."}
-{"_id": "BRK.A20232246", "title": "BRK.A Notes to Consolidated Financial Statements (21)Fair value measurements (22)Common stock", "text": "Since we have two classes of common stock, we provide earnings per share data on the Consolidated Statements of Earnings for average equivalent Class A shares outstanding and average equivalent Class B shares outstanding. Class B shares are economically equivalent to one-fifteen-hundredth (1/1,500) of a Class A share. Average equivalent Class A shares outstanding represents average Class A shares outstanding plus one-fifteen-hundredth (1/1,500) of the average Class B shares outstanding. Average equivalent Class B shares outstanding represents average Class B shares outstanding plus 1,500 times average Class A shares outstanding."}
-{"_id": "BRK.A20232247", "title": "BRK.A Notes to Consolidated Financial Statements (21)Fair value measurements (22)Common stock", "text": "Berkshire\u2019s common stock repurchase program, as amended, permits Berkshire to repurchase shares any time that Warren Buffett, Berkshire\u2019s Chairman of the Board and Chief Executive Officer, believes that the repurchase price is below Berkshire\u2019s intrinsic value, conservatively determined. The program continues to allow share repurchases in the open market or through privately negotiated transactions and does not specify a maximum number of shares to be repurchased. However, repurchases will not be made if they would reduce the total value of Berkshire\u2019s consolidated cash, cash equivalents and U.S. Treasury Bill holdings below $30 billion. The repurchase program does not obligate Berkshire to repurchase any specific dollar amount or number of Class A or Class B shares and there is no expiration date to the program."}
-{"_id": "BRK.A20232293", "title": "BRK.A Notes to Consolidated Financial Statements (23)Revenues from contracts with customers", "text": "The following table summarizes customer contract revenues disaggregated by reportable segment and the source of the revenue for each of the three years ended December 31, 2023 (in millions). Revenues from PTC in 2023 are for the eleven months ending December 31, 2023. Other revenues, which are not considered to be revenues from contracts with customers under GAAP, are primarily insurance premiums earned, interest, dividend and other investment income and leasing revenues. 2023####Manufacturing####McLane####Service and Retailing####BNSF####Berkshire Hathaway Energy####PTC####Insurance, Corporate and other####Total Manufactured products:################################ Industrial and commercial##$##28,066##$##\u2014##$##233##$##\u2014##$##\u2014##$##\u2014##$##\u2014##$##28,299 Building####20,119####\u2014####\u2014####\u2014####\u2014####\u2014####\u2014####20,119 Consumer####17,702####\u2014####\u2014####\u2014####\u2014####\u2014####\u2014####17,702 Grocery and convenience store distribution####\u2014####31,524####\u2014####\u2014####\u2014####\u2014####\u2014####31,524 Food and beverage distribution####\u2014####19,040####\u2014####\u2014####\u2014####\u2014####\u2014####19,040 Auto sales####\u2014####\u2014####10,747####\u2014####\u2014####\u2014####\u2014####10,747 Other retail and wholesale distribution####3,289####\u2014####16,289####\u2014####\u2014####2,423####\u2014####22,001 Service####1,457####1,079####5,474####23,724####4,055####264####\u2014####36,053 Electricity, natural gas and fuel####\u2014####\u2014####\u2014####\u2014####20,647####48,774####\u2014####69,421 Total####70,633####51,643####32,743####23,724####24,702####51,461####\u2014####254,906 Other revenues####4,650####171####7,136####67####1,258####203####96,091####109,576 ##$##75,283##$##51,814##$##39,879##$##23,791##$##25,960##$##51,664##$##96,091##$##364,482 2022################################ Manufactured products:################################ Industrial and commercial##$##24,566##$##\u2014##$##199##$##\u2014##$##\u2014######$##\u2014##$##24,765 Building####22,762####\u2014####\u2014####\u2014####\u2014########\u2014####22,762 Consumer####19,912####\u2014####\u2014####\u2014####\u2014########\u2014####19,912 Grocery and convenience store distribution####\u2014####32,599####\u2014####\u2014####\u2014########\u2014####32,599 Food and beverage distribution####\u2014####19,388####\u2014####\u2014####\u2014########\u2014####19,388 Auto sales####\u2014####\u2014####10,486####\u2014####\u2014########\u2014####10,486 Other retail and wholesale distribution####3,195####\u2014####16,931####\u2014####\u2014########\u2014####20,126 Service####1,199####1,103####4,439####25,742####4,933########\u2014####37,416 Electricity and natural gas####\u2014####\u2014####\u2014####\u2014####20,317########\u2014####20,317 Total####71,634####53,090####32,055####25,742####25,250########\u2014####207,771 Other revenues####4,016####119####6,154####60####1,097########82,803####94,249 ##$##75,650##$##53,209##$##38,209##$##25,802##$##26,347######$##82,803##$##302,020 2021################################ Manufactured products:################################ Industrial and commercial##$##22,184##$##\u2014##$##159##$##\u2014##$##\u2014######$##\u2014##$##22,343 Building####19,604####\u2014####\u2014####\u2014####\u2014########\u2014####19,604 Consumer####18,540####\u2014####\u2014####\u2014####\u2014########\u2014####18,540 Grocery and convenience store distribution####\u2014####31,245####\u2014####\u2014####\u2014########\u2014####31,245 Food and beverage distribution####\u2014####17,332####\u2014####\u2014####\u2014########\u2014####17,332 Auto sales####\u2014####\u2014####9,966####\u2014####\u2014########\u2014####9,966 Other retail and wholesale distribution####2,997####\u2014####15,898####\u2014####\u2014########\u2014####18,895 Service####1,486####751####4,123####23,120####5,583########\u2014####35,063 Electricity and natural gas####\u2014####\u2014####\u2014####\u2014####18,264########\u2014####18,264 Total####64,811####49,328####30,146####23,120####23,847########\u2014####191,252 Other revenues####3,766####122####4,601####57####1,205########75,182####84,933 ##$##68,577##$##49,450##$##34,747##$##23,177##$##25,052######$##75,182##$##276,185"}
-{"_id": "BRK.A20232301", "title": "BRK.A Notes to Consolidated Financial Statements (23)Revenues from contracts with customers (24)Pension plans", "text": "A summary of the transaction price allocated to the significant unsatisfied remaining performance obligations related to contracts with expected durations exceeding one year as of December 31, 2023 and the timing of when the performance obligations are expected to be satisfied follows (in millions). ####Less than 12 months####Greater than 12 months####Total Electricity, natural gas and fuel##$##3,039##$##20,019##$##23,058 Other sales and service contracts####3,163####5,181####8,344"}
-{"_id": "BRK.A20232308", "title": "BRK.A Notes to Consolidated Financial Statements (23)Revenues from contracts with customers (24)Pension plans", "text": "Certain Berkshire subsidiaries sponsor defined benefit pension plans. Benefits under the plans are generally based on years of service and compensation or fixed benefit rates. Plan sponsors may make contributions to the plans to meet regulatory requirements and may also make discretionary contributions. Our net periodic pension expense for each of the three years ending December 31, 2023 was as follows (in millions). ####2023######2022######2021## Service cost##$##111####$##181####$##257## Interest cost####640######482######410## Expected return on plan assets####(785##)####(975##)####(1,008##) Other####2######156######203## Net periodic pension expense##$##(32##)##$##(156##)##$##(138##)"}
-{"_id": "BRK.A20232309", "title": "BRK.A Notes to Consolidated Financial Statements (23)Revenues from contracts with customers (24)Pension plans", "text": "The projected benefit obligation (\u201cPBO\u201d) is the actuarial present value of benefits earned based upon service and compensation prior to the valuation date and, if applicable, includes assumptions regarding future compensation levels. Benefit obligations under qualified U.S. defined benefit pension plans are funded through assets held in trusts. Pension obligations under certain other plans are unfunded and the aggregate PBOs of such plans were $1.0 billion and $1.1 billion as of December 31, 2023 and 2022, respectively. The costs of certain BHE pension plans are expected to be recoverable through the regulated rate making process."}
-{"_id": "BRK.A20232329", "title": "BRK.A Notes to Consolidated Financial Statements (23)Revenues from contracts with customers (24)Pension plans", "text": "The funded status reflected in the Consolidated Balance Sheets at year end 2023 and 2022 and reconciliations of the changes in PBOs and plan assets related to BHE\u2019s pension plans and all other pension plans for each of the two years ending December 31, 2023 follow (in millions). ##########2023##################2022######## ####BHE######Other######Total######BHE######Other######Total## PBOs#################################### Balance at the beginning of the year##$##3,215####$##9,523####$##12,738####$##4,780####$##14,012####$##18,792## Service cost####21######90######111######36######145######181## Interest cost####167######473######640######118######364######482## Benefits paid####(274##)####(578##)####(852##)####(250##)####(585##)####(835##) Settlements paid####\u2014######(448##)####(448##)####(164##)####(678##)####(842##) Actuarial (gains) losses and other####140######438######578######(1,305##)####(3,735##)####(5,040##) Balance at the end of the year##$##3,269####$##9,498####$##12,767####$##3,215####$##9,523####$##12,738## Plan assets#################################### Balance at the beginning of the year##$##3,376####$##9,216####$##12,592####$##5,158####$##13,462####$##18,620## Employer contributions####27######118######145######29######133######162## Benefits paid####(274##)####(578##)####(852##)####(250##)####(585##)####(835##) Settlements paid####\u2014######(448##)####(448##)####(164##)####(678##)####(842##) Actual return on plan assets####271######1,512######1,783######(1,162##)####(2,971##)####(4,133##) Other####71######88######159######(235##)####(145##)####(380##) Balance at the end of the year##$##3,471####$##9,908####$##13,379####$##3,376####$##9,216####$##12,592## Funded status \u2013 net (asset) liability##$##(202##)##$##(410##)##$##(612##)##$##(161##)##$##307####$##146##"}
-{"_id": "BRK.A20232333", "title": "BRK.A Notes to Consolidated Financial Statements (24)Pension plans", "text": "The funded status at December 31, 2023 reflected in assets was $1,823 million and in liabilities was $1,211 million. The funded status at December 31, 2022 included in assets was $1,510 million and in liabilities was $1,656 million."}
-{"_id": "BRK.A20232339", "title": "BRK.A Notes to Consolidated Financial Statements (24)Pension plans", "text": "The accumulated benefit obligation (\u201cABO\u201d) is the actuarial present value of benefits earned based on service and compensation prior to the valuation date. The ABO was $12.3 billion at December 31, 2023 and $12.2 billion at December 31, 2022. Information for plans with PBOs and ABOs in excess of plan assets as of December 31, 2023 and 2022 follows (in millions). ####2023####2022 PBOs##$##5,679##$##6,422 Plan assets####4,469####4,766 ABOs####1,246####5,594 Plan assets####222####4,234"}
-{"_id": "BRK.A20232345", "title": "BRK.A Notes to Consolidated Financial Statements (24)Pension plans", "text": "Weighted average assumptions used in determining PBOs and net periodic pension expense follow. ##2023####2022####2021## Discount rate applicable to PBOs##5.0##%##5.2##%##2.7##% Expected long-term rate of return on plan assets##6.0####5.9####6.1## Rate of compensation increase##2.6####2.5####2.6## Discount rate applicable to net periodic pension expense##5.3####2.9####2.4##"}
-{"_id": "BRK.A20232346", "title": "BRK.A Notes to Consolidated Financial Statements (24)Pension plans", "text": "Pension benefit payments expected over the next ten years follow (in millions): 2024 \u2013 $895; 2025 \u2013 $886; 2026 \u2013 $885; 2027 \u2013 $896; 2028 \u2013 $885; and 2029 through 2033 \u2013 $4,434. We expect to contribute $118 million to the pension plans in 2024."}
-{"_id": "BRK.A20232361", "title": "BRK.A Notes to Consolidated Financial Statements (24)Pension plans", "text": "Fair value measurements of plan assets as of December 31, 2023 and 2022 follow (in millions). ##########Fair Value############Investments carried at net ####Total####Level 1######Level 2####Level 3####asset value December 31, 2023###################### Cash and cash equivalents##$##449##$##370####$##79##$##\u2014##$##\u2014 Equity securities####8,487####7,808######543####136####\u2014 Fixed maturity securities####2,138####1,277######851####10####\u2014 Investment funds and other####2,305####342######272####42####1,649 ##$##13,379##$##9,797####$##1,745##$##188##$##1,649 December 31, 2022###################### Cash and cash equivalents##$##602##$##523####$##79##$##\u2014##$##\u2014 Equity securities####7,673####7,112######321####240####\u2014 Fixed maturity securities####2,152####1,328######824####\u2014####\u2014 Investment funds and other####2,165####198######394####42####1,531 ##$##12,592##$##9,161####$##1,618##$##282##$##1,531"}
-{"_id": "BRK.A20232362", "title": "BRK.A Notes to Consolidated Financial Statements (24)Pension plans", "text": "See Note 21 for a discussion of fair value measurements. Plan assets are generally invested with the long-term objective of producing earnings to adequately cover expected benefit obligations, while assuming a prudent level of risk. Allocations may change due to changing market conditions and investment opportunities. The expected rates of return on plan assets reflect subjective assessments of expected long-term investment returns. Generally, past investment returns are not given significant consideration when establishing assumptions for expected long-term rates of return on plan assets. Actual experience will differ from the assumed rates of return."}
-{"_id": "BRK.A20232371", "title": "BRK.A Notes to Consolidated Financial Statements (24)Pension plans", "text": "A reconciliation of the pre-tax accumulated other comprehensive income (loss) of our defined benefit pension plans for each of the two years ending December 31, 2023 follows (in millions). ####2023######2022## Balance at the beginning of the year##$##(738##)##$##(485##) Amount included in net periodic pension expense####(12##)####123## Actuarial gains (losses) and other####589######(376##) Balance at the end of the year##$##(161##)##$##(738##)"}
-{"_id": "BRK.A20232373", "title": "BRK.A Notes to Consolidated Financial Statements (24)Pension plans (25)Accumulated other comprehensive income", "text": "Several of our subsidiaries also sponsor defined contribution retirement plans, such as 401(k) or profit-sharing plans. Employee contributions are subject to regulatory limitations and specific plan provisions. Several plans provide for employer matching contributions as specified in the plans and may provide for additional discretionary employer contributions. Our defined contribution plan expense was approximately $1.1 billion in 2023, $0.8 billion in 2022 and $1.0 billion in 2021."}
-{"_id": "BRK.A20232384", "title": "BRK.A Notes to Consolidated Financial Statements (24)Pension plans (25)Accumulated other comprehensive income", "text": "A summary of the net changes in after-tax accumulated other comprehensive income attributable to Berkshire Hathaway shareholders for each of the three years ending December 31, 2023 follows (in millions). ####Unrealized gains (losses) on investments######Foreign currency translation######Long-duration insurance contracts######Defined benefit pension plans######Other######Total## Balance at December 31, 2020##$##536####$##(3,082##)##$##\u2014####$##(1,645##)##$##(52##)##$##(4,243##) Adoption of ASU 2018-12####\u2014######\u2014######(5,751##)####\u2014######\u2014######(5,751##) Balance at January 1, 2021####536######(3,082##)####(5,751##)####(1,645##)####(52##)####(9,994##) Other comprehensive income####(167##)####(1,010##)####1,655######1,298######95######1,871## Balance at December 31, 2021####369######(4,092##)####(4,096##)####(347##)####43######(8,123##) Other comprehensive income####(556##)####(2,050##)####5,637######(205##)####245######3,071## Balance at December 31, 2022####(187##)####(6,142##)####1,541######(552##)####288######(5,052##) Other comprehensive income####377######749######(188##)####455######(104##)####1,289## Balance at December 31, 2023##$##190####$##(5,393##)##$##1,353####$##(97##)##$##184####$##(3,763##)"}
-{"_id": "BRK.A20232388", "title": "BRK.A Notes to Consolidated Financial Statements (26)Business segment data", "text": "Our operating businesses include a large and diverse group of insurance, manufacturing, service and retailing businesses. We organize our reportable business segments in a manner that reflects how management views those business activities. Certain businesses are grouped together for segment reporting based upon similar products or product lines, marketing, selling and distribution characteristics, even though those business units are operated under separate local management. We acquired control of PTC on January 31, 2023 and PTC is considered a reportable segment beginning February 1, 2023. In this presentation, statement of earnings and capital expenditures data of the PTC segment are for the eleven months ending December 31, 2023. Previously, our earnings from PTC were determined under the equity method and included in earnings from non-controlled businesses."}
-{"_id": "BRK.A20232389", "title": "BRK.A Notes to Consolidated Financial Statements (26)Business segment data", "text": "The tabular information that follows shows data of reportable segments reconciled to amounts reflected in our Consolidated Financial Statements. Intersegment transactions are not eliminated from segment results when management considers those transactions in assessing the results of the respective segments. Furthermore, our management does not consider investment and derivative gains/losses, impairments or amortization of certain business acquisition accounting adjustments or certain other corporate income and expense items in assessing the financial performance of operating units. Collectively, these items are included in reconciliations of segment amounts to consolidated amounts."}
-{"_id": "BRK.A20232401", "title": "BRK.A Notes to Consolidated Financial Statements (26)Business segment data", "text": "Berkshire\u2019s operating segments are as follows. Business Identity##Business Activity Insurance:## GEICO##Underwriting private passenger automobile insurance mainly by direct response methods Berkshire Hathaway Primary Group##Underwriting multiple lines of property and casualty insurance policies for primarily commercial accounts Berkshire Hathaway Reinsurance Group##Underwriting excess-of-loss, quota-share and facultative reinsurance worldwide Railroad (\u201cBNSF\u201d)##Operation of one of the largest railroad systems in North America through Burlington Northern Santa Fe, LLC Berkshire Hathaway Energy (\u201cBHE\u201d)##Regulated electric and gas utility, including power generation and distribution activities and real estate brokerage activities through Berkshire Hathaway Energy Company and affiliates Pilot Travel Centers (\u201cPTC\u201d)##Largest operator of travel centers in North America and a marketer of wholesale fuel Manufacturing##Manufacturers of numerous products including industrial, consumer and building products, including home building and related financial services McLane Company (\u201cMcLane\u201d)##Wholesale distribution of groceries and non-food items Service and retailing##Providers of numerous services including shared aircraft ownership programs, aviation pilot training, electronic components distribution, various retailing businesses, including automobile dealerships and trailer and furniture leasing"}
-{"_id": "BRK.A20232446", "title": "BRK.A Notes to Consolidated Financial Statements (26)Business segment data", "text": "A disaggregation of our consolidated data for each of the three most recent years is presented as follows (in millions). ##########Revenues################Earnings (loss) before income taxes######## ####2023######2022####2021######2023######2022######2021## Operating Businesses################################## Insurance:################################## Underwriting:################################## GEICO##$##39,264####$##38,984##$##37,706####$##3,635####$##(1,880##)##$##1,259## Berkshire Hathaway Primary Group####17,129######13,746####11,575######1,374######393######607## Berkshire Hathaway Reinsurance Group####27,010######21,846####20,179######1,904######1,465######(755##) Insurance underwriting####83,403######74,576####69,460######6,913######(22##)####1,111## Investment income####11,619######7,734####5,662######11,581######7,724######5,649## Total insurance####95,022######82,310####75,122######18,494######7,702######6,760## BNSF####23,876######25,888####23,282######6,614######7,708######7,861## BHE####26,008######26,393####25,096######940######3,146######3,293## PTC####51,739######\u2014####\u2014######968######\u2014######\u2014## Manufacturing####75,405######75,781####68,730######11,445######11,177######9,841## McLane####52,607######53,209####49,450######455######271######230## Service and retailing####39,996######38,303####34,832######4,721######4,771######4,481## ####364,653######301,884####276,512######43,637######34,775######32,466## Reconciliation to consolidated amount################################## Investment and derivative gains (losses)####\u2014######\u2014####\u2014######74,855######(67,899##)####78,542## Interest expense, not allocated to segments####\u2014######\u2014####\u2014######(426##)####(420##)####(455##) Non-controlled businesses####\u2014######\u2014####\u2014######1,973######1,863######886## Corporate, eliminations and other####(171##)####136####(327##)####127######1,181######422## ##$##364,482####$##302,020##$##276,185####$##120,166####$##(30,500##)##$##111,861## ##########Interest expense##################Income tax expense (benefit)######## ####2023######2022######2021######2023######2022######2021## Operating Businesses#################################### Insurance##$##\u2014####$##\u2014####$##\u2014####$##3,497####$##1,247####$##1,083## BNSF####1,048######1,025######1,032######1,527######1,763######1,871## BHE####2,283######2,140######2,054######(2,022##)####(1,629##)####(1,153##) PTC####414######\u2014######\u2014######169######\u2014######\u2014## Manufacturing####784######739######704######2,487######2,403######2,193## McLane####\u2014######\u2014######\u2014######117######66######61## Service and retailing####101######42######38######1,135######1,131######1,086## ####4,630######3,946######3,828######6,910######4,981######5,141## Reconciliation to consolidated amount#################################### Investment and derivative gains (losses)####\u2014######\u2014######\u2014######15,930######(14,166##)####16,025## Interest expense, not allocated to segments####426######420######455######(90##)####(88##)####(96##) Non-controlled businesses####\u2014######\u2014######\u2014######223######334######82## Corporate, eliminations and other####(53##)####(14##)####(111##)####46######437######(240##) ##$##5,003####$##4,352####$##4,172####$##23,019####$##(8,502##)##$##20,912##"}
-{"_id": "BRK.A20232475", "title": "BRK.A Notes to Consolidated Financial Statements (26)Business segment data", "text": " ########Capital expenditures############Depreciation of tangible assets#### ####2023####2022####2021####2023####2022####2021 Operating Businesses######################## Insurance##$##68##$##82##$##62##$##72##$##69##$##72 BNSF####3,920####3,532####2,910####2,581####2,479####2,406 BHE####9,148####7,505####6,611####3,913####3,702####3,584 PTC####705####\u2014####\u2014####510####\u2014####\u2014 Manufacturing####2,714####2,477####2,100####2,099####2,021####2,037 McLane####264####93####106####208####176####189 Service and retailing####2,590####1,775####1,487####1,275####1,219####1,177 ##$##19,409##$##15,464##$##13,276##$##10,658##$##9,666##$##9,465 ########Goodwill at year-end############Identifiable assets at year-end#### ####2023####2022####2021####2023####2022####2021 Operating Businesses######################## Insurance##$##16,563##$##16,548##$##15,181##$##538,860##$##459,917##$##483,417 BNSF####15,350####14,852####14,852####79,227####77,752####76,586 BHE####11,804####11,745####11,906####124,383####118,114####113,447 PTC####6,605####\u2014####\u2014####21,404####\u2014####\u2014 Manufacturing####27,831####28,460####25,463####115,875####113,578####107,231 McLane####232####232####232####6,861####7,049####6,841 Service and retailing####6,241####6,282####6,241####34,600####31,291####28,221 ##$##84,626##$##78,119##$##73,875####921,210####807,701####815,743 Reconciliation to consolidated amount######################## Corporate and other################64,142####62,645####69,770 Goodwill################84,626####78,119####73,875 ##############$##1,069,978##$##948,465##$##959,388"}
-{"_id": "BRK.A20232488", "title": "BRK.A Notes to Consolidated Financial Statements (26)Business segment data", "text": "Property/casualty and life/health insurance premiums written and earned are summarized below (in millions). ##########Property/Casualty##################Life/Health######## ####2023######2022######2021######2023######2022######2021## Premiums Written:#################################### Direct##$##61,990####$##56,700####$##53,829####$##\u2014####$##582####$##646## Assumed####20,751######15,143######12,461######5,126######5,222######5,670## Ceded####(2,402##)####(1,155##)####(1,015##)####(33##)####(37##)####(40##) ##$##80,339####$##70,688####$##65,275####$##5,093####$##5,767####$##6,276## Premiums Earned:#################################### Direct##$##60,437####$##55,879####$##52,139####$##\u2014####$##582####$##646## Assumed####20,442######14,184######12,072######5,105######5,263######5,698## Ceded####(2,548##)####(1,293##)####(1,054##)####(33##)####(39##)####(41##) ##$##78,331####$##68,770####$##63,157####$##5,072####$##5,806####$##6,303##"}
-{"_id": "BRK.A20232496", "title": "BRK.A Notes to Consolidated Financial Statements (26)Business segment data", "text": "Insurance premiums written by geographic region (based upon the domicile of the insured or reinsured) are summarized below (in millions). ########Property/Casualty############Life/Health#### ####2023####2022####2021####2023####2022####2021 United States##$##67,831##$##59,648##$##55,451##$##1,285##$##2,107##$##2,143 Asia Pacific####5,306####4,699####3,822####1,760####1,704####2,030 Western Europe####5,014####4,901####4,613####1,323####1,235####1,298 All other####2,188####1,440####1,389####725####721####805 ##$##80,339##$##70,688##$##65,275##$##5,093##$##5,767##$##6,276"}
-{"_id": "BRK.A20232501", "title": "BRK.A Notes to Consolidated Financial Statements (26)Business segment data (27)Contingencies and commitments", "text": "Consolidated sales, service and leasing revenues were $164.1 billion in 2023, $165.0 billion in 2022 and $151.0 billion in 2021. Sales, service and leasing revenues attributable to the United States were 85% in 2023, 86% in 2022 and 85% in 2021 of such amounts. The remainder of sales, service and leasing revenues were primarily in Europe, the Asia-Pacific region and Canada. Railroad, utilities and energy revenues were $101.4 billion in 2023, $52.1 billion in 2022 and $48.2 billion in 2021. Railroad, utilities and energy revenues attributable to the United States were 94% in 2023 and 96% in both 2022 and 2021. At December 31, 2023, approximately 90% of our consolidated net property, plant and equipment and equipment held for lease was located in the United States with the remainder primarily in the United Kingdom and Canada."}
-{"_id": "BRK.A20232502", "title": "BRK.A Notes to Consolidated Financial Statements (26)Business segment data (27)Contingencies and commitments", "text": "We are parties in a variety of legal actions that routinely arise out of the normal course of business, including legal actions seeking to establish liability directly through insurance contracts or indirectly through reinsurance contracts issued by Berkshire subsidiaries. Plaintiffs occasionally seek punitive or exemplary damages. We do not believe that such normal and routine litigation will have a material effect on our financial condition or results of operations."}
-{"_id": "BRK.A20232503", "title": "BRK.A Notes to Consolidated Financial Statements (26)Business segment data (27)Contingencies and commitments", "text": "PacifiCorp, a wholly owned subsidiary of Berkshire\u2019s 92% owned subsidiary, Berkshire Hathaway Energy Company (\u201cBHE\u201d), operates as a regulated electric utility in Oregon and other Western states. In September 2020, a severe weather event resulting in high winds, low humidity and warm temperatures, contributed to several major wildfires (the \u201c2020 Wildfires\u201d), which resulted in real and personal property and natural resource damage, personal injuries and loss of life and widespread power outages in Oregon and Northern California. The wildfires spread across certain parts of PacifiCorp\u2019s service territory and surrounding areas across multiple counties in Oregon and California, including Siskiyou County, California; Jackson County, Oregon; Douglas County, Oregon; Marion County, Oregon; Lincoln County, Oregon; and Klamath County, Oregon, burning over 500,000 acres in aggregate. Third-party reports for these wildfires indicate over 2,000 structures destroyed, including residences; several structures damaged; multiple individuals injured; and several fatalities."}
-{"_id": "BRK.A20232504", "title": "BRK.A Notes to Consolidated Financial Statements (26)Business segment data (27)Contingencies and commitments", "text": "On July 29, 2022, the 2022 McKinney Fire began in the Oak Knoll Ranger District of the Klamath National Forest in Siskiyou County, California located in PacifiCorp\u2019s service territory (the \u201c2022 Wildfire\u201d). Third-party reports indicate that the 2022 Wildfire resulted in 11 structures damaged, 185 structures destroyed, 12 injuries and four fatalities and consumed 60,000 acres in aggregate. The 2020 Wildfires and 2022 Wildfire, together, are referred to as the \u201cWildfires\u201d."}
-{"_id": "BRK.A20232505", "title": "BRK.A Notes to Consolidated Financial Statements (26)Business segment data (27)Contingencies and commitments", "text": "Investigations into the cause and origin of each of the Wildfires are complex and ongoing and have been or are being conducted by various entities, including the U.S. Forest Service, the California Public Utilities Commission, the Oregon Department of Forestry, the Oregon Department of Justice, PacifiCorp and various experts engaged by PacifiCorp."}
-{"_id": "BRK.A20232506", "title": "BRK.A Notes to Consolidated Financial Statements (26)Business segment data (27)Contingencies and commitments", "text": "As of the date of this filing, a significant number of complaints and demands alleging similar claims related to the 2020 Wildfires have been filed in Oregon and California, including a class action complaint in Oregon for which two jury verdicts were issued in June 2023 and January 2024 as described below. The plaintiffs seek damages for economic losses, noneconomic losses, including mental suffering, emotional distress, personal injury and loss of life, punitive damages, other damages and attorneys\u2019 fees. Several insurance carriers have filed subrogation complaints in Oregon and California with allegations similar to those made in the aforementioned complaints. Additionally, the U.S. and Oregon Departments of Justice have informed PacifiCorp that they are contemplating filing actions against PacifiCorp in connection with certain of the Oregon 2020 Wildfires. PacifiCorp is actively cooperating with the U.S. and Oregon Departments of Justice on resolving these alleged claims, including through the pursuit of alternative dispute resolution."}
-{"_id": "BRK.A20232507", "title": "BRK.A Notes to Consolidated Financial Statements (26)Business segment data (27)Contingencies and commitments", "text": "Numerous lawsuits on behalf of plaintiffs related to the 2020 Wildfires have been filed in Oregon and California, including a class action complaint against PacifiCorp that was filed in 2020, captioned Jeanyne James et al. v. PacifiCorp et al., in Multnomah County Circuit Court, Oregon (the \u201cJames case\u201d). The plaintiffs seek damages for economic losses, non-economic losses, including mental suffering, emotional distress, personal injury and loss of life, punitive damages, other damages and attorneys\u2019 fees."}
-{"_id": "BRK.A20232508", "title": "BRK.A Notes to Consolidated Financial Statements (26)Business segment data (27)Contingencies and commitments", "text": "Amounts sought in the complaints and demands filed in Oregon and in certain demands in California approximate $8 billion, excluding any doubling or trebling of damages included in the complaints. Generally, the complaints filed in California do not specify damages sought and are not included in this amount. Final determinations of liability will only be made following the completion of comprehensive investigations, litigation and similar processes. Multiple lawsuits have also been filed in California on behalf of plaintiffs related to the 2022 Wildfire. The plaintiffs seek damages for economic losses, non-economic losses, including mental suffering, emotional distress, personal injury and loss of life, punitive damages, other damages and attorneys\u2019 fees, but the amount of damages sought is not specified."}
-{"_id": "BRK.A20232512", "title": "BRK.A Notes to Consolidated Financial Statements (27)Contingencies and commitments", "text": "In June 2023, a jury issued its verdict for the 17 named plaintiffs in the James case finding PacifiCorp liable to the 17 individual plaintiffs and to the class with respect to the four 2020 Wildfires named in the complaint. The jury awarded the 17 named plaintiffs $90 million of damages, including $4 million of economic and property damages, $68 million of non-economic damages and $18 million of punitive damages based on a 0.25 multiplier of the economic and non-economic damages."}
-{"_id": "BRK.A20232513", "title": "BRK.A Notes to Consolidated Financial Statements (27)Contingencies and commitments", "text": "In September 2023, the Multnomah County Circuit Court ordered trial dates for two consolidated jury trials including approximately 10 class members each and a third trial for certain commercial timber plaintiffs wherein plaintiffs in each of the three damages phase trials will present evidence regarding their damages. The first of these trials addressing nine individual plaintiffs was held in January 2024 while the remaining trials are scheduled at various dates through April 2024."}
-{"_id": "BRK.A20232514", "title": "BRK.A Notes to Consolidated Financial Statements (27)Contingencies and commitments", "text": "In January 2024, the Multnomah County Circuit Court entered a limited judgment and money award for the June 2023 James case verdict. The limited judgment awards the aforementioned damages, as well as doubling of the economic damages and offsetting of any insurance proceeds received by plaintiffs. The limited judgment created a lien against PacifiCorp, attaching a debt for the money awards. PacifiCorp posted a supersedeas bond, which stays any effort to seek payment of the judgment pending final resolution of any appeals. Under ORS 82.010, interest at a rate of 9% per annum will accrue on the judgment commencing at the date the judgment was entered until the entire money award is paid, amended or reversed by an appellate court."}
-{"_id": "BRK.A20232515", "title": "BRK.A Notes to Consolidated Financial Statements (27)Contingencies and commitments", "text": "In January 2024, the jury for the first James damages phase trial awarded nine plaintiffs $62 million of damages, including $6 million of economic damages and $56 million of noneconomic damages. After the January 2024 jury verdict, the Multnomah County Circuit Court doubled the economic damages to $12 million and added $16 million of punitive damages using the 0.25 multiplier determined by the jury for the June 2023 James case verdict. PacifiCorp will request that the Multnomah County Circuit Court judge offset the damage awards by deducting insurance proceeds received by any of the nine plaintiffs."}
-{"_id": "BRK.A20232516", "title": "BRK.A Notes to Consolidated Financial Statements (27)Contingencies and commitments", "text": "PacifiCorp has filed its notice of appeal of the jury\u2019s findings and damage awards associated with the June 2023 verdict in the James case, including whether the case can proceed as a class action, and filed a motion to stay further damages phase trials. On February 14, 2024, the Oregon Court of Appeals denied PacifiCorp\u2019s request to stay the damages phase trials. PacifiCorp intends to appeal the jury\u2019s damage awards associated with the January 2024 jury verdict once the judgment is entered. On February 13, 2024, the 17 named plaintiffs filed a notice of cross-appeal as to the January 2024 limited judgment and money award. The appeals process and further actions could take several years."}
-{"_id": "BRK.A20232517", "title": "BRK.A Notes to Consolidated Financial Statements (27)Contingencies and commitments", "text": "A provision for a loss contingency is recorded when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. PacifiCorp evaluates the related range of reasonably estimated losses and records a loss based on its best estimate within that range or the lower end of the range if there is no better estimate."}
-{"_id": "BRK.A20232518", "title": "BRK.A Notes to Consolidated Financial Statements (27)Contingencies and commitments", "text": "Estimated probable losses associated with the Wildfires were based on the information available to the date of this filing, including (i) ongoing cause and origin investigations; (ii) ongoing settlement and mediation discussions; (iii) other litigation matters and upcoming legal proceedings; and (iv) the status of the James case. Wildfire estimated losses include estimates for fire suppression costs, real and personal property damages, natural resource damages for certain areas and non-economic damages such as personal injury damages and loss of life damages that are considered probable of being incurred and that it is able to reasonably estimate at this time and which is subject to change as additional relevant information becomes available."}
-{"_id": "BRK.A20232519", "title": "BRK.A Notes to Consolidated Financial Statements (27)Contingencies and commitments", "text": "PacifiCorp recorded estimated pre-tax probable Wildfire losses, before expected related insurance recoveries, of approximately $1.9 billion in 2023 and $225 million in 2022. Such amounts, net of expected insurance recoveries, were approximately $1.7 billion in 2023 and $64 million in 2022, which were included in energy operating expenses in the accompanying Consolidated Statements of Earnings. PacifiCorp paid $631 million in settlements in 2023 and $53 million in 2022 associated with the 2020 Wildfires. PacifiCorp\u2019s cumulative charges to date for estimated probable Wildfire losses through December 31, 2023, before expected insurance recoveries, were $2.4 billion."}
-{"_id": "BRK.A20232520", "title": "BRK.A Notes to Consolidated Financial Statements (27)Contingencies and commitments", "text": "It is reasonably possible PacifiCorp will incur significant additional Wildfire losses beyond the amounts currently accrued; however, it is currently unable to reasonably estimate the range of possible additional losses that could be incurred due to the number of properties and parties involved, including claimants in the class to the James case, the variation in those types of properties and lack of available details and the ultimate outcome of legal actions."}
-{"_id": "BRK.A20232524", "title": "BRK.A Notes to Consolidated Financial Statements (27)Contingencies and commitments", "text": "HomeServices of America, Inc. (\u201cHomeServices\u201d), a wholly owned subsidiary of BHE, is currently defending against eleven antitrust cases, all in federal district courts. In each case, plaintiffs claim HomeServices and certain of its subsidiaries conspired with co-defendants to artificially inflate real estate commissions by following and enforcing multiple listing service (\u201cMLS\u201d) rules that require listing agents to offer a commission split to cooperating agents in order for the property to appear on the MLS (\u201cCooperative Compensation Rule\u201d). None of the complaints specify damages sought. However, two cases also allege Texas state law deceptive trade practices claims, for which plaintiffs have provided written notice of the damages sought totaling approximately $9 billion by separate notice as required by Texas law."}
-{"_id": "BRK.A20232525", "title": "BRK.A Notes to Consolidated Financial Statements (27)Contingencies and commitments", "text": "In one of these cases, Burnett (formerly Sitzer) et al. v. HomeServices of America, Inc. et al., a jury trial commenced on October 16, 2023, and the jury returned a verdict for the plaintiffs on October 31, 2023, finding that the named defendants participated in a conspiracy to follow and enforce the Cooperative Compensation Rule, which had the purpose or effect of raising, inflating, or stabilizing broker commission rates paid by home sellers. The jury further found that the class plaintiffs had proved damages in the amount of $1.8 billion. Federal law authorizes trebling of damages and the award of pre-judgment interest and attorney fees. Joint and several liability applies for the co-defendants. HomeServices intends to vigorously appeal on multiple grounds the jury\u2019s findings and damage award. The appeals process and further actions could take several years."}
-{"_id": "BRK.A20232526", "title": "BRK.A Notes to Consolidated Financial Statements (27)Contingencies and commitments", "text": "Based on available information to date, HomeServices believes losses are likely to occur as a result of the jury verdict in the Burnett case and that such damages could be up to $5.4 billion, excluding attorneys\u2019 fees, prejudgment interest and other costs subject to determination by the court. However, HomeServices is currently unable to reasonably estimate such loss due to, among other reasons, the joint and several nature of the liability and the early stages of the appeals process."}
-{"_id": "BRK.A20232527", "title": "BRK.A Notes to Consolidated Financial Statements (27)Contingencies and commitments", "text": "It is also reasonably possible that HomeServices will incur losses from the ten other antitrust cases. However, HomeServices is unable to reasonably estimate a specific range of possible losses that could be incurred due to, among other reasons, lack of information about the size of the plaintiff class and potential damages, as well as the joint and several nature of potential liability of the defendants."}
-{"_id": "BRK.A20232528", "title": "BRK.A Notes to Consolidated Financial Statements (27)Contingencies and commitments", "text": "Berkshire and certain of its subsidiaries are also involved in other kinds of legal actions, some of which assert or may assert claims or seek to impose fines and penalties. We currently believe that liabilities that may arise as a result of such other pending legal actions will not have a material effect on our consolidated financial condition or results of operations."}
-{"_id": "BRK.A20232529", "title": "BRK.A Notes to Consolidated Financial Statements (27)Contingencies and commitments", "text": "Our subsidiaries regularly make commitments in the ordinary course of business to purchase goods and services in the future for use in their businesses, which are not yet reflected in our Consolidated Financial Statements. The most significant of our long-term commitments relate to our railroad, utilities and energy businesses, our shared aircraft ownership and leasing business and certain materials purchase commitments. As of December 31, 2023, estimated future payments under those arrangements over the next five years were as follows: $10 billion in 2024, $4 billion in 2025, $3 billion in 2026, $3 billion in 2027 and $2 billion in 2028."}
-{"_id": "BRK.A20232530", "title": "BRK.A Notes to Consolidated Financial Statements (27)Contingencies and commitments", "text": "We may be obligated to acquire certain noncontrolling interests in less-than-wholly-owned subsidiaries in the future, pursuant to the terms of agreements with the noncontrolling shareholders for cash or other assets. The timing and the amount of any future payments that might be required to such noncontrolling shareholders are contingent on future actions of the noncontrolling owners and the value of the interest being acquired."}
-{"_id": "BRK.A20232532", "title": "BRK.A K-117", "text": "Changes in and Disagreements with Accountants on Accounting and Financial Disclosure"}
-{"_id": "BRK.A20232535", "title": "BRK.A Controls and Procedures", "text": "At the end of the period covered by this Annual Report on Form 10-K, the Corporation carried out an evaluation, under the supervision and with the participation of the Corporation\u2019s management, including the Chairman (Chief Executive Officer) and the Senior Vice President (Chief Financial Officer), of the effectiveness of the design and operation of the Corporation\u2019s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chairman (Chief Executive Officer) and the Senior Vice President (Chief Financial Officer) concluded that the Corporation\u2019s disclosure controls and procedures are effective in timely alerting them to material information relating to the Corporation (including its consolidated subsidiaries) required to be included in the Corporation\u2019s periodic SEC filings. The report called for by Item 308(a) of Regulation S-K is incorporated herein by reference to Management\u2019s Report on Internal Control Over Financial Reporting, included on page K-66 of this report. The attestation report called for by Item 308(b) of Regulation S-K is incorporated herein by reference to the Report of Independent Registered Public Accounting Firm, included on page K-67 of this report. There has been no change in the Corporation\u2019s internal control over financial reporting during the quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, the Corporation\u2019s internal control over financial reporting."}
-{"_id": "BRK.A20232537", "title": "BRK.A Other Information", "text": "Berkshire has not adopted a Rule 10b5-1 trading arrangement (as defined in Item 408(a)(1)(i) of Regulation S-K) and no directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of 2023."}
-{"_id": "BRK.A20232539", "title": "BRK.A Disclosure Regarding Foreign Jurisdictions that Prevent Inspection", "text": "Not applicable."}
-{"_id": "BRK.A20232541", "title": "BRK.A Part III", "text": "Except for the information set forth under the caption \u201cExecutive Officers of the Registrant\u201d in Part I hereof, information required by this Part (Items 10, 11, 12, 13 and 14) is incorporated by reference from the Registrant\u2019s definitive proxy statement, filed pursuant to Regulation 14A, for the Annual Meeting of Shareholders of the Registrant to be held on May 4, 2024, which will involve the election of directors."}
-{"_id": "BRK.A20232552", "title": "BRK.A Exhibits and Financial Statement Schedules (a) 1. Financial Statements", "text": "The following Consolidated Financial Statements, as well as the Report of Independent Registered Public Accounting Firm, are included in Part II Item 8 of this report: ##PAGE Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)##K-67 Consolidated Balance Sheets\u2014  December 31, 2023 and December 31, 2022##K-70 Consolidated Statements of Earnings\u2014  Years Ended December 31, 2023, December 31, 2022, and December 31, 2021##K-72 Consolidated Statements of Comprehensive Income\u2014  Years Ended December 31, 2023, December 31, 2022, and December 31, 2021##K-73 Consolidated Statements of Changes in Shareholders\u2019 Equity\u2014  Years Ended December 31, 2023, December 31, 2022, and December 31, 2021##K-73 Consolidated Statements of Cash Flows\u2014  Years Ended December 31, 2023, December 31, 2022, and December 31, 2021##K-74"}
-{"_id": "BRK.A20232558", "title": "BRK.A Notes to Consolidated Financial Statements##K-75 (b) Exhibits", "text": " 2. Financial Statement Schedule## Report of Independent Registered Public Accounting Firm##K-119 Schedule I\u2014Parent Company Condensed Financial Information  Balance Sheets as of December 31, 2023 and 2022, Statements of Earnings and Comprehensive Income and Cash Flows for the years ended December 31, 2023, December 31, 2022, and December 31, 2021 and Note to Condensed Financial Information##K-120 Other schedules are omitted because they are not required, information therein is not applicable, or is reflected in the Consolidated Financial Statements or notes thereto.##"}
-{"_id": "BRK.A20232559", "title": "BRK.A Notes to Consolidated Financial Statements##K-75 (b) Exhibits", "text": "See the \u201cExhibit Index\u201d at page K-122."}
-{"_id": "BRK.A20232563", "title": "BRK.A To the Shareholders and the Board of Directors of", "text": "Berkshire Hathaway Inc."}
-{"_id": "BRK.A20232565", "title": "BRK.A Opinion on the Financial Statement Schedule", "text": "We have audited the consolidated financial statements of Berkshire Hathaway Inc. and subsidiaries (the \u201cCompany\u201d) as of December 31, 2023 and 2022, and for each of the three years in the period ended December 31, 2023, and the Company\u2019s internal control over financial reporting as of December 31, 2023, and have issued our report thereon dated February 24, 2024; such consolidated financial statements and report are included elsewhere in this Form 10-K. Our audits also included the financial statement schedule of the Company listed in the Index at Item 15. This financial statement schedule is the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statement schedule based on our audits. In our opinion, such financial statement schedule, when considered in relation to the financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein."}
-{"_id": "BRK.A20232586", "title": "BRK.A Balance Sheets", "text": " ######December 31,#### ####2023######2022 Assets:########## Cash and cash equivalents##$##5,566####$##2,777 Short-term investments in U.S. Treasury Bills####16,140######17,628 Investments in and advances to consolidated subsidiaries####546,566######463,094 Investment in The Kraft Heinz Company####13,230######12,937 Other assets####16######12 ##$##581,518####$##496,448 Liabilities and Shareholders\u2019 Equity:########## Accounts payable, accrued interest and other liabilities##$##235####$##355 Income taxes, principally deferred####1,229######1,276"}
-{"_id": "BRK.A20232590", "title": "BRK.A Notes payable and other borrowings####18,781######21,393", "text": " ####20,245######23,024 Berkshire Hathaway shareholders\u2019 equity####561,273######473,424 ##$##581,518####$##496,448"}
-{"_id": "BRK.A20232611", "title": "BRK.A Statements of Earnings and Comprehensive Income", "text": " ##########Year ended December 31,######## ####2023######2022######2021## Income items:################## From consolidated subsidiaries:################## Dividends and distributions##$##9,717####$##15,724####$##13,462## Undistributed earnings (losses)####85,550######(39,579##)####74,961## ####95,267######(23,855##)####88,423## Investment gains (losses)####(7##)####(34##)####35## Equity in earnings of The Kraft Heinz Company####758######628######269## Other income####906######413######73## ####96,924######(22,848##)####88,800## Cost and expense items:################## General and administrative####244######131######136## Interest expense####636######513######444## Foreign exchange gains on non-U.S. Dollar denominated debt####(371##)####(1,401##)####(1,281##) Income tax expense (benefit)####192######668######(436##) ####701######(89##)####(1,137##) Net earnings (loss) attributable to Berkshire Hathaway shareholders####96,223######(22,759##)####89,937## Other comprehensive income attributable to Berkshire Hathaway shareholders####1,289######3,071######1,871## Comprehensive income attributable to Berkshire Hathaway shareholders##$##97,512####$##(19,688##)##$##91,808##"}
-{"_id": "BRK.A20232646", "title": "BRK.A Statements of Cash Flows", "text": " ##########Year ended December 31,######## ####2023######2022######2021## Cash flows from operating activities:################## Net earnings (loss) attributable to Berkshire Hathaway shareholders##$##96,223####$##(22,759##)##$##89,937## Adjustments to reconcile net earnings (loss) to operating cash flows:################## Investment (gains) losses####7######34######(35##) Undistributed (earnings) losses of consolidated subsidiaries####(85,550##)####39,579######(74,961##) Non-cash dividends from subsidiaries####(1,811##)####(7,220##)####(2,126##) Income taxes payable####(44##)####661######(389##) Other####(1,214##)####(1,833##)####(1,038##) Net cash flows from operating activities####7,611######8,462######11,388## Cash flows from investing activities:################## Investments in and advances to consolidated subsidiaries, net####2,649######(11,852##)####(174##) Purchases of U.S. Treasury Bills####(27,278##)####(44,187##)####(34,988##) Sales and maturities of U.S. Treasury Bills####31,234######37,915######57,296## Other####\u2014######128######\u2014## Net cash flows from investing activities####6,605######(17,996##)####22,134## Cash flows from financing activities:################## Proceeds from borrowings####2,054######1,970######2,174## Repayments of borrowings####(4,310##)####(602##)####(2,167##) Acquisition of treasury stock####(9,171##)####(7,854##)####(27,061##) Net cash flows from financing activities####(11,427##)####(6,486##)####(27,054##) Increase (decrease) in cash and cash equivalents####2,789######(16,020##)####6,468## Cash and cash equivalents at the beginning of the year####2,777######18,797######12,329## Cash and cash equivalents at the end of the year##$##5,566####$##2,777####$##18,797## Other cash flow information:################## Income taxes paid##$##5,630####$##2,259####$##3,403## Interest paid####297######332######377##"}
-{"_id": "BRK.A20232648", "title": "BRK.A Note to Condensed Financial Information", "text": "Certain 2022 and 2021 amounts were revised for the adoption of Accounting Standards Update 2018-12 \u201cTargeted Improvements to the Accounting for Long-Duration Contracts.\u201d See Note 1(w) to the Consolidated Financial Statements."}
-{"_id": "BRK.A20232649", "title": "BRK.A Note to Condensed Financial Information", "text": "As of December 31, 2023, Berkshire owned 26.7% of the outstanding shares of The Kraft Heinz Company (\u201cKraft Heinz\u201d) common stock, which is accounted for pursuant to the equity method. See Note 5 to the Consolidated Financial Statements. On October 19, 2022, Berkshire acquired all of the outstanding common stock of Alleghany Corporation for $11.5 billion. See Note 2 to the Consolidated Financial Statements."}
-{"_id": "BRK.A20232650", "title": "BRK.A Note to Condensed Financial Information", "text": "During 2023, the Parent Company repaid approximately $4.3 billion of maturing senior notes and issued \u00a5286.4 billion (approximately $2.05 billion) of senior notes with a weighted average interest rate of 1.15% and maturities ranging from 2026 to 2058. As of December 31, 2023, the Parent Company\u2019s non-U.S. Dollar denominated borrowings included \u20ac5.6 billion and \u00a51,259 billion par value senior notes. The gains and losses from the periodic remeasurement of these non-U.S. Dollar denominated notes due to changes in foreign currency exchange rates are included in earnings."}
-{"_id": "BRK.A20232651", "title": "BRK.A Note to Condensed Financial Information", "text": "Parent Company debt maturities over the next five years are as follows: 2024\u2014$1.9 billion; 2025\u2014$2.0 billion; 2026\u2014$4.4 billion; 2027\u2014$2.0 billion and 2028\u2014$1.4 billion. The Parent Company guarantees certain debt of subsidiaries, which aggregated approximately $20.9 billion at December 31, 2023 and primarily consisted of debt issued by Berkshire Hathaway Finance Corporation. Such guarantees are an absolute, unconditional and irrevocable guarantee for the full and prompt payment when due of all present and future payment obligations. The Parent Company has also provided guarantees in connection with certain retroactive reinsurance contracts issued by subsidiaries. The amounts of subsidiary payments under these contracts, if any, are contingent upon the outcome of future events."}
-{"_id": "BRK.A20232671", "title": "BRK.A EXHIBIT INDEX", "text": " Exhibit No.## 2(i)##Agreement and Plan of Merger dated as of June 19, 1998 between Berkshire and General Re Corporation. Incorporated by reference to Annex I to Registration Statement No. 333-61129 filed on Form S-4. 2(ii)##Agreement and Plan of Merger dated as of November 2, 2009 by and among Berkshire, R Acquisition Company, LLC and BNSF. Incorporated by reference to Annex A to Registration Statement No. 333-163343 on Form S-4. 2(iii)##Agreement and Plan of Merger dated August 8, 2015, by and among Berkshire, NW Merger Sub Inc. and Precision Castparts Corporation (\u201cPCC\u201d) Incorporated by reference to Exhibit 2.1 to PCC\u2019s Current Report on Form 8-K filed on August 10, 2015 (SEC File No. 001-10348) 3(i)##Restated Certificate of Incorporation Incorporated by reference to Exhibit 3(i) to Form 10-K filed on March 2, 2015. 3(ii)##By-Laws Incorporated by reference to Exhibit 3(ii) to Form 8-K filed on May 10, 2023. 4.1##Indenture, dated as of December 22, 2003, between Berkshire Hathaway Finance Corporation, Berkshire Hathaway Inc. and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association), as trustee. Incorporated by reference to Exhibit 4.1 on Form S-4 of Berkshire Hathaway Finance Corporation and Berkshire Hathaway Inc. filed on February 4, 2004. SEC File No. 333-112486 4.2##Indenture, dated as of February 1, 2010, among Berkshire Hathaway Inc., Berkshire Hathaway Finance Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee. Incorporated by reference to Exhibit 4.1 to Berkshire\u2019s Registration Statement on Form S-3 filed on February 1, 2010. SEC File No. 333-164611 4.3##Indenture, dated as of January 26, 2016, by and among Berkshire Hathaway Inc., Berkshire Hathaway Finance Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee. Incorporated by reference to Exhibit 4.1 to Berkshire\u2019s Registration Statement on Form S-3 filed on January 26, 2016. SEC File No. 333-209122 4.4##Indenture, dated as of December 1, 1995, between BNSF and The First National Bank of Chicago, as trustee. Incorporated by reference to Exhibit 4 on Form S-3 of BNSF filed on February 8, 1999. 4.5##Indenture, dated as of October 4, 2002, by and between MidAmerican Energy Holdings Company and The Bank of New York, Trustee. Incorporated by reference to Exhibit 4.1 to the Berkshire Hathaway Energy Company Registration Statement No. 333-101699 dated December 6, 2002. 4.6##Indenture, dated as of January 28, 2022, by and among Berkshire Hathaway Inc., as an issuer and a guarantor of the debt securities issued by Berkshire Hathaway Finance Corporation, Berkshire Hathaway Finance Corporation, as an issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee. Incorporated by reference to Exhibit 4.1 to Berkshire\u2019s Registration Statement on Form S-3 filed on January 28, 2022. SEC File No 333-262384. ##Other instruments defining the rights of holders of long-term debt of Registrant and its subsidiaries are not being filed since the total amount of securities authorized by all other such instruments does not exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis as of December 31, 2023. The Registrant hereby agrees to furnish to the Commission upon request a copy of any such debt instrument to which it is a party. 10.1##Equity Commitment Letter of Berkshire Hathaway Inc. with Hawk Acquisition Holding Corporation dated February 13, 2013. Incorporated by reference to Exhibit 10.1 on Form 8-K of Berkshire Hathaway Inc. filed on February 14, 2013. 14##Code of Ethics ##Berkshire\u2019s Code of Business Conduct and Ethics is posted on its Internet website at www.berkshirehathaway.com 21##Subsidiaries of Registrant 23##Consent of Independent Registered Public Accounting Firm"}
-{"_id": "BRK.A20232681", "title": "BRK.A K-122", "text": " Exhibit No.## 31.1##Rule 13a\u201414(a)/15d-14(a) Certification 31.2##Rule 13a\u201414(a)/15d-14(a) Certification 32.1##Section 1350 Certification 32.2##Section 1350 Certification 95##Mine Safety Disclosures 97##Policy Relating to Recovery of Erroneously Awarded Compensation 101##The following financial information from Berkshire Hathaway Inc.\u2019s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language) includes: (i) the Cover Page (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Earnings, (iv) the Consolidated Statements of Comprehensive Income, (v) the Consolidated Statements of Changes in Shareholders\u2019 Equity, (vi) the Consolidated Statements of Cash Flows, and (vii) the Notes to Consolidated Financial Statements and Schedule I, tagged in summary and detail. 104##Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)"}
-{"_id": "BRK.A20232684", "title": "BRK.A SIGNATURES", "text": "Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized."}
-{"_id": "BRK.A20232685", "title": "BRK.A SIGNATURES", "text": "BERKSHIRE HATHAWAY INC."}
-{"_id": "BRK.A20232704", "title": "BRK.A Marc D. Hamburg Senior Vice President and Principal Financial Officer", "text": "Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /S/ WARREN E. BUFFETT   Warren E. Buffett##Chairman of the Board of Directors\u2014Chief Executive Officer##February 24, 2024 Date /S/ GREGORY E. ABEL   Gregory E. Abel##Director\u2014Vice Chairman\u2014Non-Insurance Operations##February 24, 2024 Date /S/ HOWARD G. BUFFETT   Howard G. Buffett##Director##February 24, 2024 Date /S/ SUSAN A. BUFFETT   Susan A. Buffett##Director##February 24, 2024 Date /S/ STEPHEN B. BURKE   Stephen B. Burke##Director##February 24, 2024 Date /S/ KENNETH I. CHENAULT   Kenneth I. Chenault##Director##February 24, 2024 Date /S/ CHRISTOPHER C. DAVIS   Christopher C. Davis##Director##February 24, 2024 Date /S/ SUSAN L. DECKER   Susan L. Decker##Director##February 24, 2024 Date /S/ CHARLOTTE GUYMAN   Charlotte Guyman##Director##February 24, 2024 Date /S/ AJIT JAIN   Ajit Jain##Director\u2014Vice Chairman\u2014Insurance Operations##February 24, 2024 Date /S/ THOMAS S. MURPHY, JR.   Thomas S. Murphy, Jr.##Director##February 24, 2024 Date /S/ RONALD L. OLSON   Ronald L. Olson##Director##February 24, 2024 Date /S/ WALLACE R. WEITZ   Wallace R. Weitz##Director##February 24, 2024 Date /S/ MERYL B. WITMER   Meryl B. Witmer##Director##February 24, 2024 Date /S/ MARC D. HAMBURG   Marc D. Hamburg##Senior Vice President\u2014Principal Financial Officer##February 24, 2024 Date /S/ DANIEL J. JAKSICH   Daniel J. Jaksich##Vice President\u2014Principal Accounting Officer##February 24, 2024 Date"}
-{"_id": "BRK.A20232704", "title": "BRK.A K-124", "text": ""}
-{"_id": "GOOGL20230004", "title": "GOOGL Overview", "text": "As our founders Larry and Sergey wrote in the original founders' letter, \"Google is not a conventional company. We do not intend to become one.\" That unconventional spirit has been a driving force throughout our history, inspiring us to tackle big problems and invest in moonshots. It led us to be a pioneer in the development of AI and, since 2016, an AI-first company. We continue this work under the leadership of Alphabet and Google CEO, Sundar Pichai."}
-{"_id": "GOOGL20230005", "title": "GOOGL Overview", "text": "Alphabet is a collection of businesses \u2014 the largest of which is Google. We report Google in two segments, Google Services and Google Cloud, and all non-Google businesses collectively as Other Bets. Alphabet's structure is about helping each of our businesses prosper through strong leaders and independence."}
-{"_id": "GOOGL20230007", "title": "GOOGL Access and Technology for Everyone", "text": "The Internet is one of the world\u2019s most powerful equalizers; it propels ideas, people, and businesses large and small. Our mission to organize the world\u2019s information and make it universally accessible and useful is as relevant today as it was when we were founded in 1998. Since then, we have evolved from a company that helps people find answers to a company that also helps people get things done."}
-{"_id": "GOOGL20230008", "title": "GOOGL Access and Technology for Everyone", "text": "We are focused on building an even more helpful Google for everyone, and we aspire to give everyone the tools they need to increase their knowledge, health, happiness, and success. Google Search helps people find information and make sense of the world in more natural and intuitive ways, with trillions of searches on Google every year. YouTube provides people with entertainment, information, and opportunities to learn something new. Google Assistant offers the best way to get things done seamlessly across different devices, providing intelligent help throughout a person's day, no matter where they are. Google Cloud helps customers solve today\u2019s business challenges, improve productivity, reduce costs, and unlock new growth engines. We are continually innovating and building new products and features that will help our users, partners, customers, and communities and have invested more than $150 billion in research and development in the last five years in support of these efforts."}
-{"_id": "GOOGL20230010", "title": "GOOGL Making AI Helpful for Everyone", "text": "AI is a transformational technology that can bring meaningful and positive change to people and societies across the world, and for our business. At Google, we have been bringing AI into our products and services for more than a decade and making them available to our users. Our journey began in 2001, when machine learning was first incorporated into Google Search to suggest better spellings to users searching the web. Today, AI in our products is"}
-{"_id": "GOOGL20230011", "title": "GOOGL Making AI Helpful for Everyone", "text": "4."}
-{"_id": "GOOGL20230012", "title": "GOOGL Making AI Helpful for Everyone", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230013", "title": "GOOGL Making AI Helpful for Everyone", "text": "used by billions of people globally through features like autocomplete suggestions in Google Search; translation across 133 languages in Google Translate; and organization, searching, and editing in Google Photos."}
-{"_id": "GOOGL20230014", "title": "GOOGL Making AI Helpful for Everyone", "text": "Large language models (LLMs) are an exciting aspect of our work in AI based on deep learning architectures, such as the Transformer, a neural network architecture that we introduced in 2017 that helped with language understanding. This led to the Bidirectional Encoder Representations from Transformers, or BERT, in 2019 that helped Search understand the intent of user search queries better than ever before."}
-{"_id": "GOOGL20230015", "title": "GOOGL Making AI Helpful for Everyone", "text": "Google was a company built in the cloud, and we continue to invest in our Google Cloud offerings, including Google Cloud Platform and Google Workspace, to help organizations stay at the forefront of AI innovation with our AI-optimized infrastructure, mature AI platform and world-class models, and assistive agents."}
-{"_id": "GOOGL20230016", "title": "GOOGL Making AI Helpful for Everyone", "text": "We believe AI can solve some of the hardest societal, scientific and engineering challenges of our time. For example, in 2020, Google DeepMind\u2019s AlphaFold system solved a 50-year-old protein folding challenge. Since then, we have open-sourced to the scientific community 200 million of AlphaFold\u2019s protein structures which are used to work on everything from accelerating new malaria vaccines to advancing cancer drug discovery and developing plastic-eating enzymes. As another example, AI can also have a transformative effect on climate progress by providing helpful information, predicting climate-related events, and optimizing climate action. Using advanced AI and geospatial analysis, Google Research has developed flood forecasting models that can provide early warning and real-time flooding information to communities and individuals."}
-{"_id": "GOOGL20230017", "title": "GOOGL Making AI Helpful for Everyone", "text": "As AI continues to improve rapidly, we are focused on giving helpful features to our users and customers as we deliver on our mission to organize the world\u2019s information and make it universally accessible and useful. With a bold and responsible approach, we continue to take the next steps to make this technology even more helpful for everyone."}
-{"_id": "GOOGL20230019", "title": "GOOGL Deliver the Most Advanced, Safe, and Responsible AI", "text": "We aim to build the most advanced, safe, and responsible AI with models that are developed, trained, and rigorously tested at scale powered by our continued investment in AI technical infrastructure. In December 2023, we launched Gemini, our most capable and general model. It was built from the ground up to be multimodal, which means it can generalize and seamlessly understand, operate across, and combine different types of information, including text, code, audio, images, and video. Our teams across Alphabet will leverage Gemini, as well as other AI models we have previously developed and announced, across our business to deliver the best product and service experiences for our users, advertisers, partners, customers, and developers."}
-{"_id": "GOOGL20230020", "title": "GOOGL Deliver the Most Advanced, Safe, and Responsible AI", "text": "We believe our approach to AI must be both bold and responsible. That means developing AI in a way that maximizes the positive benefits to society while addressing the challenges, guided by our AI Principles. We published these in 2018, as one of the first companies to articulate principles that put beneficial use, users, safety, and avoidance of harms above business considerations. While there is natural tension between being bold and being responsible, we believe it is possible \u2014 and in fact critical \u2014 to embrace that tension productively."}
-{"_id": "GOOGL20230022", "title": "GOOGL Enable Organizations and Developers to Innovate on Google Cloud", "text": "AI is not only a powerful enabler, it is also a major platform shift. Globally, businesses from startups to large enterprises, and the public sector are thinking about how to drive transformation. That is why we are focused on making it easy and scalable for others to innovate, and grow, with AI. That means providing the most advanced computing infrastructure and expanding access to Google\u2019s latest AI models that have been rigorously tested in our own products. Our Vertex AI platform gives developers the ability to train, tune, augment, and deploy applications using generative AI models and services such as Enterprise Search and Conversations. Duet AI for Google Cloud provides pre-packaged AI agents that assist developers to write, test, document, and operate software."}
-{"_id": "GOOGL20230024", "title": "GOOGL Improve Knowledge, Learning, Creativity, and Productivity", "text": "Things that we now consider routine \u2013 like spell check, mobile check deposit, or Google Search, Google Translate, and Google Maps \u2013 all use AI. As AI continues to improve rapidly, we are focused on giving helpful features to our users as we continue to deliver on our mission to organize the world\u2019s information and make it universally accessible and useful."}
-{"_id": "GOOGL20230025", "title": "GOOGL Improve Knowledge, Learning, Creativity, and Productivity", "text": "While we have been integrating AI into our products for years, we are now embedding the power of generative AI to continue helping our users express themselves and get things done. For example, Duet AI in Google Workspace helps users write, organize, visualize, accelerate workflows, and have richer meetings. Bard allows users to collaborate with experimental AI with new features that include image capabilities, coding support, and app integration. Dream Screen, a new experimental feature in YouTube, allows for the creation of AI-generated video or image backgrounds to Shorts by typing an idea into a prompt."}
-{"_id": "GOOGL20230026", "title": "GOOGL Improve Knowledge, Learning, Creativity, and Productivity", "text": "5."}
-{"_id": "GOOGL20230027", "title": "GOOGL Improve Knowledge, Learning, Creativity, and Productivity", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230028", "title": "GOOGL Improve Knowledge, Learning, Creativity, and Productivity", "text": "We also know businesses of all sizes around the world rely on Google Ads to find customers and grow their businesses \u2014 and we make that even easier with AI. With Performance Max, advertisers simply tell us their campaign goals and share their creative assets, and AI will automatically produce and run a highly effective ad campaign across all of Google\u2019s properties, to meet their budget. Product Studio brings the benefits of AI to businesses of all sizes, helping them easily create uniquely-tailored imagery featuring their products \u2014 for free. Additionally, we are experimenting with Search and Shopping ads that are directly integrated into the AI-powered snapshot and conversational mode in Search Generative Experience."}
-{"_id": "GOOGL20230030", "title": "GOOGL Build the Most Helpful Personal Computing Platforms and Devices", "text": "Over the years, our Pixel phones have incorporated AI compute directly into the device and built experiences on top of it. Our latest Pixel devices were built around AI, bringing the best AI-assistive experiences to our users, such as Best Take, Magic Editor, and Audio Magic Eraser. As we look ahead, we are designing our Android and Chrome operating systems with new AI-forward user experiences."}
-{"_id": "GOOGL20230032", "title": "GOOGL Moonshots", "text": "Many companies get comfortable doing what they have always done, making only incremental changes. This incrementalism leads to irrelevance over time, especially in technology, where change tends to be revolutionary, not evolutionary. People thought we were crazy when we acquired YouTube and Android and when we launched Chrome, but those efforts have matured into major platforms for digital video and mobile devices and a safer, popular browser. Our early investments in AI started out as moonshots but are now incorporated into our core products and central to future developments. We continue to look toward the future and to invest for the long term, most notably for the application of AI to our products and services, as well as other frontier technologies such as quantum computing. As we said in the original founders' letter, we will not shy away from high-risk, high-reward projects that we believe in, as they are the key to our long-term success."}
-{"_id": "GOOGL20230034", "title": "GOOGL Privacy and Security", "text": "We make it a priority to protect the privacy and security of our products, users, and customers, even if there are near-term financial consequences. We do this by continuously investing in building products that are secure by default; strictly upholding responsible data practices that emphasize privacy by design; and building easy-to-use settings that put people in control. We are continually enhancing these efforts over time, whether by enabling users to auto-delete their data, giving them tools, such as My Ad Center, to control their ad experience, or advancing anti-malware, anti-phishing, and password security features."}
-{"_id": "GOOGL20230036", "title": "GOOGL Google", "text": "For reporting purposes Google comprises two segments: Google Services and Google Cloud."}
-{"_id": "GOOGL20230039", "title": "GOOGL Serving Our Users", "text": "We have always been committed to building helpful products that can improve the lives of millions of people worldwide. Our product innovations are what make our services widely used, and our brand one of the most recognized in the world. Google Services' core products and platforms include ads, Android, Chrome, devices, Gmail, Google Drive, Google Maps, Google Photos, Google Play, Search, and YouTube, with broad and growing adoption by users around the world."}
-{"_id": "GOOGL20230040", "title": "GOOGL Serving Our Users", "text": "Our products and services have come a long way since the company was founded more than 25 years ago. While Google Search started as a way to find web pages, organized into ten blue links, we have driven technical advancements and product innovations that have transformed Google Search into a dynamic, multimodal experience. We first expanded from traditional desktop browsers into mobile web search, making it easier to navigate on smaller screens. As new types of content surfaced on the internet, Universal Search made it possible to search multiple content types, like news, images, videos, and more, to deliver rich, relevant results. The introduction of new search modalities, like voice and visual search, made it easier for people to express their curiosity in natural and intuitive ways. We took that a step further with multisearch, which lets people search with text and images at the same time. Large language models like BERT and Multitask Unified Models, or MUMs, have made it possible to express more natural language queries, vastly improving the quality of results. Each advancement has made it easier and more natural for people to find what they are looking for."}
-{"_id": "GOOGL20230041", "title": "GOOGL Serving Our Users", "text": "This drive to make information more accessible and helpful has led us over the years to improve the discovery and creation of digital content both on the web and through platforms like Google Play and YouTube. People are consuming many forms of digital content, including watching videos, streaming TV, playing games, listening to music,"}
-{"_id": "GOOGL20230042", "title": "GOOGL Serving Our Users", "text": "6."}
-{"_id": "GOOGL20230043", "title": "GOOGL Serving Our Users", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230044", "title": "GOOGL Serving Our Users", "text": "reading books, and using apps. Working with content creators and partners, we continue to build new ways for people around the world to create and find great digital content."}
-{"_id": "GOOGL20230045", "title": "GOOGL Serving Our Users", "text": "Fueling all of these great digital experiences are extraordinary platforms and devices. That is why we continue to invest in platforms like our Android mobile operating system, Chrome browser, and Chrome operating system, as well as growing our family of devices. We see tremendous potential for devices to be helpful and make people's lives easier by combining the best of our AI, software, and hardware. This potential is reflected in our latest generation of devices, such as the new Pixel 8 and Pixel 8 Pro, and the Pixel Watch 2. Creating products and services that people rely on every day is a journey that we are investing in for the long-term."}
-{"_id": "GOOGL20230047", "title": "GOOGL How We Make Money", "text": "We have built world-class advertising technologies for advertisers, agencies, and publishers to power their digital marketing businesses. Our advertising solutions help millions of companies grow their businesses through our wide range of products across devices and formats, and we aim to ensure positive user experiences by serving the right ads at the right time and by building deep partnerships with brands and agencies. AI has been foundational to our advertising business for more than a decade. Products like Performance Max and Product Studio use the full power of our AI to help advertisers find untapped and incremental conversion opportunities."}
-{"_id": "GOOGL20230050", "title": "GOOGL How We Make Money", "text": "Google Services generates revenues primarily by delivering both performance and brand advertising that appears on Google Search & other properties, YouTube, and Google Network partners' properties (\"Google Network properties\"). We continue to invest in both performance and brand advertising and seek to improve the measurability of advertising so advertisers understand the effectiveness of their campaigns. \u2022Performance advertising creates and delivers relevant ads that users will click on leading to direct engagement with advertisers. Performance advertising lets our advertisers connect with users while driving measurable results. Our ads tools allow performance advertisers to create simple text-based ads. \u2022Brand advertising helps enhance users' awareness of and affinity for advertisers' products and services, through videos, text, images, and other interactive ads that run across various devices. We help brand advertisers deliver digital videos and other types of ads to specific audiences for their brand-building marketing campaigns."}
-{"_id": "GOOGL20230051", "title": "GOOGL How We Make Money", "text": "We have allocated substantial resources to stopping bad advertising practices and protecting users on the web. We focus on creating the best advertising experiences for our users and advertisers in many ways, including filtering out invalid traffic, removing billions of bad ads from our systems every year, and closely monitoring the sites, apps, and videos where ads appear and blocklisting them when necessary to ensure that ads do not fund bad content."}
-{"_id": "GOOGL20230055", "title": "GOOGL How We Make Money", "text": "In addition, Google Services increasingly generates revenues from products and services beyond advertising, including: \u2022consumer subscriptions, which primarily include revenues from YouTube services, such as YouTube TV, YouTube Music and Premium, and NFL Sunday Ticket, as well as Google One; \u2022platforms, which primarily include revenues from Google Play from the sales of apps and in-app purchases; and \u2022devices, which primarily include sales of the Pixel family of devices."}
-{"_id": "GOOGL20230060", "title": "GOOGL Google Cloud", "text": "Through our Google Cloud Platform and Google Workspace offerings, Google Cloud generates revenues primarily from consumption-based fees and subscriptions for infrastructure, platform, collaboration tools and other cloud services. Customers use five key capabilities from Google Cloud. \u2022AI-optimized Infrastructure: provides open, reliable, and scalable compute, networking, and storage to enable customers to run workloads anywhere \u2014 on our Cloud, at the edge, or in their data centers. It can be used to migrate and modernize IT systems and to train and serve various types of AI models. \u2022Cybersecurity: helps customers detect, protect, and respond to a broad range of cybersecurity threats, with AI integrated to further strengthen security outcomes, prioritize which threats to investigate, and identify attack paths, as well as accelerate resolution of cybersecurity threats. \u2022Databases and Analytics: provides a variety of different types of databases \u2014 relational, key-value, in-memory \u2014 to store and manage data for different types of applications. Our Data Cloud also unifies data lakes, data warehouses, data governance, and advanced machine learning into a single platform that can analyze data across any cloud."}
-{"_id": "GOOGL20230061", "title": "GOOGL Google Cloud", "text": "7."}
-{"_id": "GOOGL20230064", "title": "GOOGL Google Cloud", "text": "Alphabet Inc. \u2022Collaboration Tools: Google Workspace and Duet AI in Google Workspace provide easy-to-use, secure communication and collaboration tools, including apps like Gmail, Docs, Drive, Calendar, Meet, and more. These tools enable secure hybrid and remote work, boosting productivity and collaboration. AI has been used in Google Workspace for years to improve grammar, efficiency, security, and more with features like Smart Reply, Smart Compose, and malware and phishing protection in Gmail. Duet AI in Google Workspace helps users write, organize, visualize, accelerate workflows, and have richer meetings. \u2022AI Platform and Duet AI for Google Cloud: Our Vertex AI platform gives developers the ability to train, tune, augment, and deploy applications using generative AI models and services such as Enterprise Search and Conversations. Duet AI for Google Cloud provides pre-packaged AI agents that assist developers to write, test, document, and operate software."}
-{"_id": "GOOGL20230066", "title": "GOOGL Other Bets", "text": "Across Alphabet, we are also using technology to try to solve big problems that affect a wide variety of industries from improving transportation and health technology to exploring solutions to address climate change. Alphabet\u2019s investment in the portfolio of Other Bets includes businesses that are at various stages of development, ranging from those in the R&D phase to those that are in the beginning stages of commercialization. Our goal is for them to become thriving, successful businesses. Other Bets operate as independent companies and some of them have their own boards with independent members and outside investors. While these early-stage businesses naturally come with considerable uncertainty, some of them are already generating revenue and making important strides in their industries. Revenues from Other Bets are generated primarily from the sale of healthcare-related services and internet services."}
-{"_id": "GOOGL20230080", "title": "GOOGL Competition", "text": "Our business is characterized by rapid change as well as new and disruptive technologies. We face formidable competition in every aspect of our business, including, among others, from: \u2022general purpose search engines and information services; \u2022vertical search engines and e-commerce providers for queries related to travel, jobs, and health, which users may navigate directly to rather than go through Google; \u2022online advertising platforms and networks; \u2022other forms of advertising, such as billboards, magazines, newspapers, radio, and television as our advertisers typically advertise in multiple media, both online and offline; \u2022digital content and application platform providers; \u2022providers of enterprise cloud services; \u2022developers and providers of AI products and services; \u2022companies that design, manufacture, and market consumer hardware products, including businesses that have developed proprietary platforms; \u2022providers of digital video services; \u2022social networks, which users may rely on for product or service referrals, rather than seeking information through traditional search engines; \u2022providers of workspace communication and connectivity products; and \u2022digital assistant providers."}
-{"_id": "GOOGL20230084", "title": "GOOGL Competition", "text": "Competing successfully depends heavily on our ability to develop and distribute innovative products and technologies to the marketplace across our businesses. For example, for advertising, competing successfully depends on attracting and retaining: \u2022users, for whom other products and services are literally one click away, largely on the basis of the relevance of our advertising, as well as the general usefulness, security, and availability of our products and services; \u2022advertisers, primarily based on our ability to generate sales leads, and ultimately customers, and to deliver their advertisements in an efficient and effective manner across a variety of distribution channels; and \u2022content providers, primarily based on the quality of our advertiser base, our ability to help these partners generate revenues from advertising, and the terms of our agreements with them."}
-{"_id": "GOOGL20230085", "title": "GOOGL Competition", "text": "8."}
-{"_id": "GOOGL20230086", "title": "GOOGL Competition", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230087", "title": "GOOGL Competition", "text": "For additional information about competition, see Item 1A Risk Factors of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230089", "title": "GOOGL Ongoing Commitment to Sustainability", "text": "We believe that every business has the opportunity and obligation to protect our planet. Sustainability is one of our core values at Google, and we strive to build sustainability into everything we do. We have been a leader on sustainability and climate change since Google\u2019s founding more than 25 years ago."}
-{"_id": "GOOGL20230090", "title": "GOOGL Ongoing Commitment to Sustainability", "text": "Our sustainability work is focused on empowering individuals to take action, working together with our partners and customers, and working to reduce our carbon footprint across our operations and supply chain."}
-{"_id": "GOOGL20230091", "title": "GOOGL Ongoing Commitment to Sustainability", "text": "In 2020, we shared our aspiration to help individuals, cities, and other partners collectively reduce one gigaton of their carbon equivalent emissions annually by 2030. This is an ambitious vision that we have set to push us to contribute meaningfully to helping with climate solutions beyond our own operations and value chain."}
-{"_id": "GOOGL20230092", "title": "GOOGL Ongoing Commitment to Sustainability", "text": "In 2021, we set an ambitious goal to achieve net-zero emissions across all of our operations and value chain, by 2030. To accomplish this, we aim to reduce 50% of our combined Scope 1, Scope 2 (market-based), and Scope 3 absolute emissions (versus our 2019 baseline) before 2030, and plan to invest in nature-based and technology-based carbon removal solutions to neutralize our remaining emissions. We have formally committed to the Science Based Targets initiative to seek their validation of our absolute emissions reduction target."}
-{"_id": "GOOGL20230093", "title": "GOOGL Ongoing Commitment to Sustainability", "text": "One of the key levers for reducing emissions from our operations is transitioning to clean energy. Since 2017, we have matched 100% of the electricity consumption of our global operations with purchases of renewable energy on an annual basis. However, because of differences in the availability of renewable energy sources like solar and wind across the regions where we operate\u2014and because of the variable supply of these resources\u2014we still need to rely on carbon-emitting energy sources that power local grids. That is why we set a goal to run on 24/7 carbon-free energy (CFE) on every grid where we operate by 2030."}
-{"_id": "GOOGL20230094", "title": "GOOGL Ongoing Commitment to Sustainability", "text": "Achieving net-zero emissions and 24/7 CFE by 2030 are extremely ambitious goals. We also know that our path to net-zero emissions will not be easy or linear. Some of our plans may take years to deliver results, particularly where they involve building new large-scale infrastructure with long lead times. So as our business continues to evolve, we expect our emissions to rise before dropping towards our absolute emissions reduction target."}
-{"_id": "GOOGL20230095", "title": "GOOGL Ongoing Commitment to Sustainability", "text": "To benefit the people and places where we operate, we have set goals to replenish 120% of the freshwater volume we consume, on average, across our offices and data centers by 2030 and to help restore and improve the quality of water and health of ecosystems in the communities where we operate."}
-{"_id": "GOOGL20230096", "title": "GOOGL Ongoing Commitment to Sustainability", "text": "We also aim to maximize the reuse of finite resources across our operations, products, and supply chains. Our circularity principles focus on designing out waste from the start, keeping materials in use for as long as possible, and promoting healthy materials\u2014for our data centers, workplaces, and products."}
-{"_id": "GOOGL20230097", "title": "GOOGL Ongoing Commitment to Sustainability", "text": "More information on our approach to sustainability can be found in our annual sustainability reports, including Google\u2019s Environmental Report. The contents of our sustainability reports are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC. For additional information about risks and uncertainties applicable to our commitments to attain certain sustainability goals, see Item 1A Risk Factors of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230099", "title": "GOOGL Culture and Workforce", "text": "We are a company of curious, talented, and passionate people. We embrace collaboration and creativity, and encourage the iteration of ideas to address complex challenges in technology and society."}
-{"_id": "GOOGL20230100", "title": "GOOGL Culture and Workforce", "text": "Our people are critical for our continued success, so we work hard to create an environment where employees can have fulfilling careers, and be happy, healthy, and productive. We offer industry-leading benefits and programs to take care of the diverse needs of our employees and their families, including opportunities for career growth and development, resources to support their financial health, and access to excellent healthcare choices. Our competitive compensation programs help us to attract and retain top candidates, and we will continue to invest in recruiting talented people to technical and non-technical roles, and rewarding them well. We provide a variety of high quality training and support to managers to build and strengthen their capabilities-\u2013ranging from courses for new managers, to learning resources that help them provide feedback and manage performance, to coaching and individual support."}
-{"_id": "GOOGL20230101", "title": "GOOGL Culture and Workforce", "text": "At Alphabet, we are committed to making diversity, equity, and inclusion part of everything we do and to growing a workforce that is representative of the users we serve. More information on Google\u2019s approach to diversity can be found in our annual diversity reports, available publicly at diversity.google. The contents of our diversity reports are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC."}
-{"_id": "GOOGL20230102", "title": "GOOGL Culture and Workforce", "text": "9."}
-{"_id": "GOOGL20230103", "title": "GOOGL Culture and Workforce", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230104", "title": "GOOGL Culture and Workforce", "text": "As of December 31, 2023, Alphabet had 182,502 employees. We have work councils and statutory employee representation obligations in certain countries, and we are committed to supporting protected labor rights, maintaining an open culture, and listening to all employees. Supporting healthy and open dialogue is central to how we work, and we communicate information about the company through multiple internal channels to our employees."}
-{"_id": "GOOGL20230105", "title": "GOOGL Culture and Workforce", "text": "When necessary we contract with businesses around the world to provide specialized services where we do not have appropriate in-house expertise or resources, often in fields that require specialized training like cafe operations, content moderation, customer support, and physical security. We also contract with temporary staffing agencies when we need to cover short-term leaves, when we have spikes in business needs, or when we need to quickly incubate special projects. We choose our partners and staffing agencies carefully, and review their compliance with Google\u2019s Supplier Code of Conduct. We continually make improvements to promote a respectful and positive working environment for everyone \u2014 employees, vendors, and temporary staff alike."}
-{"_id": "GOOGL20230107", "title": "GOOGL Government Regulation", "text": "We are subject to numerous United States (U.S.) federal, state, and local, as well as foreign laws and regulations covering a wide variety of subjects, and the scope of this coverage continues to broaden with continuing new legal and regulatory developments in the U.S. and internationally. Like other companies in the technology industry, we face increasingly heightened scrutiny from both U.S. and foreign governments with respect to our compliance with laws and regulations. Many of these laws and regulations are evolving and their applicability and scope, as interpreted by the courts, remain uncertain. Particularly with regard to AI; climate change and sustainability; competition; consumer protection; content moderation; data privacy and security; news publications; and reporting on human capital and diversity, we have seen an increase in new and evolving laws and regulations, as well as related enforcement actions and investigations, being proposed and implemented in recent years by legislative and regulatory bodies around the world."}
-{"_id": "GOOGL20230108", "title": "GOOGL Government Regulation", "text": "Our compliance with these laws and regulations may be onerous and could, individually or in the aggregate, increase our cost of doing business, make our products and services less useful, limit our ability to pursue certain business models, cause us to change our business practices, affect our competitive position relative to our peers, and/or otherwise harm our business, reputation, financial condition, and operating results."}
-{"_id": "GOOGL20230109", "title": "GOOGL Government Regulation", "text": "For additional information about government regulation applicable to our business, see Item 1A Risk Factors; Trends in Our Business and Financial Effect in Part II, Item 7; and Legal Matters in Note 10 of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230111", "title": "GOOGL Intellectual Property", "text": "We rely on various intellectual property laws, confidentiality procedures and contractual provisions to protect our proprietary technology and our brand. We have registered, and applied for the registration of, U.S. and international trademarks, service marks, domain names, and copyrights. We have also filed patent applications in the U.S. and foreign countries covering certain of our technology, and acquired patent assets to supplement our portfolio. We have licensed in the past, and expect that we may license in the future, certain of our rights to other parties. For additional information, see Item 1A Risk Factors of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230113", "title": "GOOGL Available Information", "text": "Our website is located at www.abc.xyz, and our investor relations website is located at www.abc.xyz/investor. Access to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and our Proxy Statements, and any amendments to these reports, is available on our investor relations website, free of charge, after we file or furnish them with the SEC and they are available on the SEC's website at www.sec.gov."}
-{"_id": "GOOGL20230114", "title": "GOOGL Available Information", "text": "We webcast via our investor relations website our earnings calls and certain events we participate in or host with members of the investment community. Our investor relations website also provides notifications of news or announcements regarding our financial performance and other items that may be material or of interest to our investors, including SEC filings, investor events, press and earnings releases, and blogs. We also share Google news and product updates on Google's Keyword blog at https://www.blog.google/, which may be of interest or material to our investors. Further, corporate governance information, including our certificate of incorporation, bylaws, governance guidelines, board committee charters, and code of conduct, is also available on our investor relations website under the heading \"Governance.\" The content of our websites are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only."}
-{"_id": "GOOGL20230115", "title": "GOOGL Available Information", "text": "10."}
-{"_id": "GOOGL20230116", "title": "GOOGL Available Information", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230118", "title": "GOOGL FACTORS", "text": "Our operations and financial results are subject to various risks and uncertainties, including but not limited to those described below, which could harm our business, reputation, financial condition, and operating results, and affect the trading price of our Class A and Class C stock."}
-{"_id": "GOOGL20230120", "title": "GOOGL Risks Specific to our Company", "text": "We generate a significant portion of our revenues from advertising. Reduced spending by advertisers, a loss of partners, or new and existing technologies that block ads online and/or affect our ability to customize ads could harm our business."}
-{"_id": "GOOGL20230121", "title": "GOOGL Risks Specific to our Company", "text": "We generated more than 75% of total revenues from online advertising in 2023. Many of our advertisers, companies that distribute our products and services, digital publishers, and content providers can terminate their contracts with us at any time. These partners may not continue to do business with us if we do not create more value (such as increased numbers of users or customers, new sales leads, increased brand awareness, or more effective monetization) than their available alternatives. Changes to our advertising policies and data privacy practices, such as our initiatives to phase out third-party cookies, as well as changes to other companies\u2019 advertising and/or data privacy practices have in the past, and may in the future, affect the advertising that we are able to provide. In addition, technologies have been developed that make customized ads more difficult, or that block the display of ads altogether, and some providers of online services have integrated these technologies that could potentially impair the availability and functionality of third-party digital advertising. Failing to provide superior value or deliver advertisements effectively and competitively could harm our business, reputation, financial condition, and operating results."}
-{"_id": "GOOGL20230122", "title": "GOOGL Risks Specific to our Company", "text": "In addition, expenditures by advertisers tend to correlate with overall economic conditions. Adverse macroeconomic conditions have affected, and may in the future affect, the demand for advertising, resulting in fluctuations in the amounts our advertisers spend on advertising, which could harm our financial condition and operating results."}
-{"_id": "GOOGL20230123", "title": "GOOGL Risks Specific to our Company", "text": "We face intense competition. If we do not continue to innovate and provide products and services that are useful to users, customers, and other partners, we may not remain competitive, which could harm our business, financial condition, and operating results."}
-{"_id": "GOOGL20230124", "title": "GOOGL Risks Specific to our Company", "text": "Our business environment is rapidly evolving and intensely competitive. Our businesses face changing technologies, shifting user needs, and frequent introductions of rival products and services. To compete successfully, we must accurately anticipate technology developments and deliver innovative, relevant and useful products, services, and technologies in a timely manner. As our businesses evolve, the competitive pressure to innovate will encompass a wider range of products and services. We must continue to invest significant resources in technical infrastructure and R&D, including through acquisitions, in order to enhance our technology, products, and services."}
-{"_id": "GOOGL20230125", "title": "GOOGL Risks Specific to our Company", "text": "We have many competitors in different industries. Our current and potential domestic and international competitors range from large and established companies to emerging start-ups. Some competitors have longer operating histories and well-established relationships in various sectors. They can use their experience and resources in ways that could affect our competitive position, including by making acquisitions and entering into other strategic arrangements; continuing to invest heavily in technical infrastructure, R&D, and in talent; initiating intellectual property and competition claims (whether or not meritorious); and continuing to compete for users, advertisers, customers, and content providers. Further, discrepancies in enforcement of existing laws may enable our lesser known competitors to aggressively interpret those laws without commensurate scrutiny, thereby affording them competitive advantages. Our competitors may also be able to innovate and provide products and services faster than we can or may foresee the need for products and services before we do."}
-{"_id": "GOOGL20230126", "title": "GOOGL Risks Specific to our Company", "text": "We are expanding our investment in AI across the entire company. This includes generative AI and continuing to integrate AI capabilities into our products and services. AI technology and services are highly competitive, rapidly evolving, and require significant investment, including development and operational costs, to meet the changing needs and expectations of our existing users and attract new users. Our ability to deploy certain AI technologies critical for our products and services and for our business strategy may depend on the availability and pricing of third-party equipment and technical infrastructure. Additionally, other companies may develop AI products and technologies that are similar or superior to our technologies or more cost-effective to deploy. Other companies may also have (or in the future may obtain) patents or other proprietary rights that would prevent, limit, or interfere with our ability to make, use, or sell our own AI products and services."}
-{"_id": "GOOGL20230127", "title": "GOOGL Risks Specific to our Company", "text": "Our financial condition and operating results may also suffer if our products and services are not responsive to the evolving needs and desires of our users, advertisers, publishers, customers, and content providers. As new and existing technologies continue to develop, competitors and new entrants may be able to offer experiences that are, or"}
-{"_id": "GOOGL20230128", "title": "GOOGL Risks Specific to our Company", "text": "11."}
-{"_id": "GOOGL20230129", "title": "GOOGL Risks Specific to our Company", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230130", "title": "GOOGL Risks Specific to our Company", "text": "that are seen to be, substantially similar to or better than ours. These technologies could reduce usage of our products and services, and force us to compete in different ways and expend significant resources to develop and operate equal or better products and services. Competitors\u2019 success in providing compelling products and services or in attracting and retaining users, advertisers, publishers, customers, and content providers could harm our financial condition and operating results."}
-{"_id": "GOOGL20230131", "title": "GOOGL Risks Specific to our Company", "text": "Our ongoing investment in new businesses, products, services, and technologies is inherently risky, and could divert management attention and harm our business, financial condition, and operating results."}
-{"_id": "GOOGL20230132", "title": "GOOGL Risks Specific to our Company", "text": "We have invested and expect to continue to invest in new businesses, products, services, and technologies in a wide range of industries beyond online advertising. The investments that we are making across our businesses, such as building AI capabilities into new and existing products and services, reflect our ongoing efforts to innovate and provide products and services that are helpful to users, advertisers, publishers, customers, and content providers. Our investments ultimately may not be commercially viable or may not result in an adequate return of capital and, in pursuing new strategies, we may incur unanticipated liabilities. Innovations in our products and services could also result in changes to user behavior and affect our revenue trends. These endeavors involve significant risks and uncertainties, including diversion of resources and management attention from current operations, different monetization models, and the use of alternative investment, governance, or compensation structures that may fail to adequately align incentives across the company or otherwise accomplish their objectives."}
-{"_id": "GOOGL20230133", "title": "GOOGL Risks Specific to our Company", "text": "Within Google Services, we continue to invest heavily in devices, including our smartphones, home devices, and wearables, which is a highly competitive market with frequent introduction of new products and services, rapid adoption of technological advancements by competitors, increased market saturation in developed countries, short product life cycles, evolving industry standards, continual improvement in performance characteristics, and price and feature sensitivity on the part of consumers and businesses. There can be no assurance we will be able to provide devices that compete effectively."}
-{"_id": "GOOGL20230134", "title": "GOOGL Risks Specific to our Company", "text": "Within Google Cloud, we devote significant resources to develop and deploy our enterprise-ready cloud services, including Google Cloud Platform and Google Workspace, and we are advancing our AI platforms and models to support these tools and technologies. We are incurring costs to build and maintain infrastructure to support cloud computing services, invest in cybersecurity, and hire talent, particularly to support and scale our sales force. At the same time, our competitors are rapidly developing and deploying cloud-based services. Pricing and delivery models are competitive and constantly evolving, and we may not attain sufficient scale and profitability to achieve our business objectives. Further, our business with public sector customers may present additional risks, including regulatory compliance risks. For instance, we may be subject to government audits and cost reviews, and any failure to comply or any deficiencies found may expose us to legal, financial, and/or reputational risks. Evolving laws and regulations may require us to make new capital investments, build new products, and seek partners to deliver localized services in other countries, and we may not be able to meet sovereign operating requirements."}
-{"_id": "GOOGL20230135", "title": "GOOGL Risks Specific to our Company", "text": "Within Other Bets, we are investing significantly in the areas of health, life sciences, and transportation, among others. These investment areas face intense competition from large, experienced, and well-funded competitors, and our offerings, many of which involve the development of new and emerging technologies, may not be successful, or be able to compete effectively or operate at sufficient levels of profitability."}
-{"_id": "GOOGL20230136", "title": "GOOGL Risks Specific to our Company", "text": "In addition, new and evolving products and services, including those that use AI, raise ethical, technological, legal, regulatory, and other challenges, which may negatively affect our brands and demand for our products and services. Because all of these investment areas are inherently risky, no assurance can be given that such strategies and offerings will be successful or will not harm our reputation, financial condition, and operating results."}
-{"_id": "GOOGL20230137", "title": "GOOGL Risks Specific to our Company", "text": "Our revenue growth rate could decline over time, and we may experience downward pressure on our operating margin in the future."}
-{"_id": "GOOGL20230138", "title": "GOOGL Risks Specific to our Company", "text": "Our revenue growth rate could decline over time as a result of a number of factors, including changes in the devices and modalities used to access our products and services; changes in geographic mix; deceleration or declines in advertiser spending; competition; customer usage and demand for our products; decreases in our pricing of our products and services; ongoing product and policy changes; and shifts to lower priced products and services."}
-{"_id": "GOOGL20230139", "title": "GOOGL Risks Specific to our Company", "text": "In addition, we may experience downward pressure on our operating margin resulting from a variety of factors, such as an increase in the mix of lower-margin products and services, in particular from the continued expansion of our business into new fields, including products and services such as our devices, Google Cloud, and consumer subscription products, as well as significant investments in Other Bets, all of which may have margins lower than those we generate from advertising. In particular, margins on our devices have had, and may continue to have, an adverse effect on our consolidated margins due to pressures on pricing and higher cost of sales. We may also experience"}
-{"_id": "GOOGL20230140", "title": "GOOGL Risks Specific to our Company", "text": "12."}
-{"_id": "GOOGL20230141", "title": "GOOGL Risks Specific to our Company", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230142", "title": "GOOGL Risks Specific to our Company", "text": "downward pressure on our operating margins from increasing regulations, increasing competition, and increasing costs for many aspects of our business. Further, certain of our costs and expenses are generally less variable in nature and may not correlate to changes in revenue. We may also not be able to execute our efforts to re-engineer our cost base successfully or in a timely manner. Due to these factors and the evolving nature of our business, our historical revenue growth rate and historical operating margin may not be indicative of our future performance. For additional information, see Trends in Our Business and Financial Effect and Revenues and Monetization Metrics in Part II, Item 7 of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230143", "title": "GOOGL Risks Specific to our Company", "text": "Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products, services, and brands as well as affect our ability to compete."}
-{"_id": "GOOGL20230144", "title": "GOOGL Risks Specific to our Company", "text": "Our patents, trademarks, trade secrets, copyrights, and other intellectual property rights are important assets for us. Various events outside of our control pose a threat to our intellectual property rights, as well as to our products, services, and technologies. For example, effective intellectual property protection may not be available in every country in which our products and services are distributed or made available through the Internet. Also, the efforts we have taken to protect our proprietary rights may not be sufficient or effective. Although we seek to obtain patent protection for our innovations, it is possible we may not be able to protect some of these innovations. Moreover, we may not have adequate patent or copyright protection for certain innovations that later turn out to be important. There is always the possibility that the scope of the protection gained will be insufficient or that an issued patent may be deemed invalid or unenforceable."}
-{"_id": "GOOGL20230145", "title": "GOOGL Risks Specific to our Company", "text": "We also seek to maintain certain intellectual property as trade secrets. The secrecy of such trade secrets and other sensitive information could be compromised, which could cause us to lose the competitive advantage resulting from these trade secrets. We also face risks associated with our trademarks. For example, there is a risk that the word \u201cGoogle\u201d could become so commonly used that it becomes synonymous with the word \u201csearch.\u201d Some courts have ruled that \"Google\" is a protectable trademark, but it is possible that other courts, particularly those outside of the U.S., may reach a different determination. If this happens, we could lose protection for this trademark, which could result in other people using the word \u201cGoogle\u201d to refer to their own products, thus diminishing our brand."}
-{"_id": "GOOGL20230146", "title": "GOOGL Risks Specific to our Company", "text": "Any significant impairment of our intellectual property rights could harm our business and our ability to compete. Also, protecting our intellectual property rights is costly and time consuming. Any increase in the unauthorized use of our intellectual property could make it more expensive to do business and harm our financial condition and operating results."}
-{"_id": "GOOGL20230147", "title": "GOOGL Risks Specific to our Company", "text": "Our business depends on strong brands, and failing to maintain and enhance our brands would hurt our ability to expand our base of users, advertisers, customers, content providers, and other partners."}
-{"_id": "GOOGL20230148", "title": "GOOGL Risks Specific to our Company", "text": "Our strong brands have significantly contributed to the success of our business. Maintaining and enhancing the brands within Google Services, Google Cloud, and Other Bets increases our ability to enter new categories and launch new and innovative products and services that better serve the needs of our users, advertisers, customers, content providers, and other partners. Our brands have been, and may in the future be, negatively affected by a number of factors, including, among others, reputational issues, third-party content shared on our platforms, data privacy and security issues and developments, and product or technical performance failures. For example, if we fail to respond appropriately to the sharing of misinformation or objectionable content on our services and/or products or objectionable practices by advertisers, or otherwise to adequately address user concerns, our users may lose confidence in our brands."}
-{"_id": "GOOGL20230149", "title": "GOOGL Risks Specific to our Company", "text": "Furthermore, failure to maintain and enhance our brands could harm our business, reputation, financial condition, and operating results. Our success will depend largely on our ability to remain a technology leader and continue to provide high-quality, trustworthy, innovative products and services that are truly useful and play a valuable role in a range of settings."}
-{"_id": "GOOGL20230150", "title": "GOOGL Risks Specific to our Company", "text": "We face a number of manufacturing and supply chain risks that could harm our business, financial condition, and operating results."}
-{"_id": "GOOGL20230151", "title": "GOOGL Risks Specific to our Company", "text": "We face a number of risks related to manufacturing and supply chain management, which could affect our ability to supply both our products and our services."}
-{"_id": "GOOGL20230152", "title": "GOOGL Risks Specific to our Company", "text": "We rely on contract manufacturers to manufacture or assemble our devices and servers and networking equipment used in our technical infrastructure, and we may supply the contract manufacturers with components to assemble the devices and equipment. We also rely on other companies to participate in the supply of components and distribution of our products and services. Our business could be negatively affected if we are not able to engage these companies with the necessary capabilities or capacity on reasonable terms, or if those we engage fail to meet their"}
-{"_id": "GOOGL20230153", "title": "GOOGL Risks Specific to our Company", "text": "13."}
-{"_id": "GOOGL20230154", "title": "GOOGL Risks Specific to our Company", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230155", "title": "GOOGL Risks Specific to our Company", "text": "obligations (whether due to financial difficulties or other reasons), or make adverse changes in the pricing or other material terms of our arrangements with them."}
-{"_id": "GOOGL20230156", "title": "GOOGL Risks Specific to our Company", "text": "We have experienced and/or may in the future experience supply shortages, price increases, quality issues, and/or longer lead times that could negatively affect our operations, driven by raw material, component availability, manufacturing capacity, labor shortages, industry allocations, logistics capacity, inflation, foreign currency exchange rates, tariffs, sanctions and export controls, trade disputes and barriers, forced labor concerns, sustainability sourcing requirements, geopolitical tensions, armed conflicts, natural disasters or pandemics, the effects of climate change (such as sea level rise, drought, flooding, heat waves, wildfires and resultant air quality effects and power shutdowns associated with wildfire prevention, and increased storm severity), power loss, and significant changes in the financial or business condition of our suppliers. Some of the components we use in our technical infrastructure and our devices are available from only one or limited sources, and we may not be able to find replacement vendors on favorable terms in the event of a supply chain disruption. A significant supply interruption that affects us or our vendors could delay critical data center upgrades or expansions and delay consumer product availability."}
-{"_id": "GOOGL20230157", "title": "GOOGL Risks Specific to our Company", "text": "We may enter into long-term contracts for materials and products that commit us to significant terms and conditions. We may face costs for materials and products that are not consumed due to market demand, technological change, changed consumer preferences, quality, product recalls, and warranty issues. For instance, because certain of our hardware supply contracts have volume-based pricing or minimum purchase requirements, if the volume of sales of our devices decreases or does not reach projected targets, we could face increased materials and manufacturing costs or other financial liabilities that could make our products more costly per unit to manufacture and harm our financial condition and operating results. Furthermore, certain of our competitors may negotiate more favorable contractual terms based on volume and other commitments that may provide them with competitive advantages and may affect our supply."}
-{"_id": "GOOGL20230158", "title": "GOOGL Risks Specific to our Company", "text": "Our devices have had, and in the future may have, quality issues resulting from design, manufacturing, or operations. Sometimes, these issues may be caused by components we purchase from other manufacturers or suppliers. If the quality of our products and services does not meet expectations or our products or services are defective or require a recall, it could harm our reputation, financial condition, and operating results."}
-{"_id": "GOOGL20230159", "title": "GOOGL Risks Specific to our Company", "text": "We require our suppliers and business partners to comply with laws and, where applicable, our company policies and practices, such as the Google Supplier Code of Conduct, regarding workplace and employment practices, data security, environmental compliance, and intellectual property licensing, but we do not control them or their practices. Violations of law or unethical business practices could result in supply chain disruptions, canceled orders, harm to key relationships, and damage to our reputation. Their failure to procure necessary license rights to intellectual property could affect our ability to sell our products or services and expose us to litigation or financial claims."}
-{"_id": "GOOGL20230160", "title": "GOOGL Risks Specific to our Company", "text": "Interruption to, interference with, or failure of our complex information technology and communications systems could hurt our ability to effectively provide our products and services, which could harm our reputation, financial condition, and operating results."}
-{"_id": "GOOGL20230161", "title": "GOOGL Risks Specific to our Company", "text": "The availability of our products and services and fulfillment of our customer contracts depend on the continuing operation of our information technology and communications systems. Our systems are vulnerable to damage, interference, or interruption from modifications or upgrades, terrorist attacks, state-sponsored attacks, natural disasters or pandemics, geopolitical tensions or armed conflicts, export controls and sanctions, the effects of climate change (such as sea level rise, drought, flooding, heat waves, wildfires and resultant air quality effects and power shutdowns associated with wildfire prevention, and increased storm severity), power loss, utility outages, telecommunications failures, computer viruses, software bugs, ransomware attacks, supply-chain attacks, computer denial of service attacks, phishing schemes, or other attempts to harm or access our systems. Some of our data centers are located in areas with a high risk of major earthquakes or other natural disasters. Our data centers are also subject to break-ins, sabotage, and intentional acts of vandalism, and, in some cases, to potential disruptions resulting from problems experienced by facility operators or disruptions as a result of geopolitical tensions and conflicts happening in the area. Some of our systems are not fully redundant, and disaster recovery planning cannot account for all eventualities. The occurrence of a natural disaster or pandemic, closure of a facility, or other unanticipated problems affecting our data centers could result in lengthy interruptions in our service. In addition, our products and services are highly technical and complex and have contained in the past, and may contain in the future, errors or vulnerabilities, which could result in interruptions in or failure of our services or systems. Any of these incidents could impede or prevent us from effectively offering products and providing services, which could harm our reputation, financial condition, and operating results."}
-{"_id": "GOOGL20230162", "title": "GOOGL Risks Specific to our Company", "text": "Our international operations expose us to additional risks that could harm our business, financial condition, and operating results."}
-{"_id": "GOOGL20230163", "title": "GOOGL Risks Specific to our Company", "text": "14."}
-{"_id": "GOOGL20230164", "title": "GOOGL Risks Specific to our Company", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230171", "title": "GOOGL Risks Specific to our Company", "text": "Our international operations are significant to our revenues and net income, and we plan to continue to grow internationally. International revenues accounted for approximately 53% of our consolidated revenues in 2023. In addition to risks described elsewhere in this section, our international operations expose us to other risks, including the following: \u2022restrictions on foreign ownership and investments, and stringent foreign exchange controls that might prevent us from repatriating cash earned in countries outside the U.S.; \u2022sanctions, import and export controls, other market access barriers, political unrest, geopolitical tensions, changes in regimes, or armed conflict (such as ongoing conflicts in the Middle East and Ukraine), any of which may affect our business continuity, increase our operating costs, limit demand for our products and services, limit our ability to source components or final products, or prevent or impede us from operating in certain jurisdictions, complying with local laws, or offering products or services; \u2022longer payment cycles in some countries, increased credit risk, and higher levels of payment fraud; \u2022an evolving foreign policy landscape that may adversely affect our revenues and could subject us to litigation, new regulatory costs and challenges (including new customer requirements), uncertainty regarding regulatory outcomes, and other liabilities under local laws that may not offer due process or clear legal precedent; \u2022anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act, and other local laws prohibiting certain payments to government officials, violations of which could result in civil and criminal penalties; and \u2022different employee/employer relationships, existence of works councils and differing labor practices, and other challenges caused by distance, language, local expertise, and cultural differences, increasing the complexity of doing business in multiple jurisdictions."}
-{"_id": "GOOGL20230172", "title": "GOOGL Risks Specific to our Company", "text": "Because we conduct business in currencies other than U.S. dollars but report our financial results in U.S. dollars, we have faced, and will continue to face, exposure to fluctuations in foreign currency exchange rates. Although we hedge a portion of our international currency exposure, significant fluctuations in exchange rates between the U.S. dollar and foreign currencies have in the past and may in the future adversely affect our revenues and earnings. Hedging programs are also inherently risky and could expose us to additional risks that could harm our financial condition and operating results."}
-{"_id": "GOOGL20230173", "title": "GOOGL Risks Specific to our Company", "text": "We are exposed to fluctuations in the fair values of our investments and, in some instances, our financial statements incorporate inherently subjective valuation methodologies."}
-{"_id": "GOOGL20230174", "title": "GOOGL Risks Specific to our Company", "text": "The fair value of our debt and equity investments may in the future be, and certain investments have been in the past, negatively affected by liquidity, credit deterioration or losses, performance and financial results of the underlying entities, foreign exchange rates, changes in interest rates, including changes that may result from the implementation of new benchmark rates, the effect of new or changing regulations, the stock market in general, or other factors."}
-{"_id": "GOOGL20230175", "title": "GOOGL Risks Specific to our Company", "text": "We measure certain of our non-marketable equity and debt securities, certain other instruments including stock-based compensation awards settled in the stock of Other Bet companies, and certain assets and liabilities acquired in a business combination, at fair value on a nonrecurring basis, which is inherently subjective and requires management judgment and estimation. All gains and losses on non-marketable equity securities are recognized in OI&E, which increases the volatility of our OI&E. The unrealized gains and losses or impairments we record from fair value remeasurements in any particular period may differ significantly from the gains or losses we ultimately realize on such investments."}
-{"_id": "GOOGL20230176", "title": "GOOGL Risks Specific to our Company", "text": "As a result of these factors, the value of our investments could decline, which could harm our financial condition and operating results."}
-{"_id": "GOOGL20230178", "title": "GOOGL Risks Related to our Industry", "text": "People access our products and services through a variety of platforms and devices that continue to evolve with the advancement of technology and user preferences. If manufacturers and users do not widely adopt versions of our products and services developed for these interfaces, our business could be harmed."}
-{"_id": "GOOGL20230179", "title": "GOOGL Risks Related to our Industry", "text": "People access our products and services through a growing variety of devices such as desktop computers, mobile phones, smartphones, laptops and tablets, video game consoles, voice-activated speakers, wearables (including virtual reality and augmented reality devices), automobiles, and television-streaming devices. Our products and services may be less popular on some interfaces. Each manufacturer or distributor may establish unique technical standards for its devices, and our products and services may not be available or may only be available with limited functionality for our users or our advertisers on these devices as a result. Some manufacturers may also elect not to include our products on their devices. In addition, search queries may be undertaken via voice-activated search, apps,"}
-{"_id": "GOOGL20230180", "title": "GOOGL Risks Related to our Industry", "text": "15."}
-{"_id": "GOOGL20230181", "title": "GOOGL Risks Related to our Industry", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230182", "title": "GOOGL Risks Related to our Industry", "text": "social media or other platforms, which could harm our business. It is hard to predict the challenges we may encounter in adapting our products and services and developing competitive new products and services. We expect to continue to devote significant resources to creating and supporting products and services across multiple platforms and devices. Failing to attract and retain a substantial number of new device manufacturers, suppliers, distributors, developers, and users, or failing to develop products and technologies that work well on new devices and platforms, could harm our business, financial condition, and operating results and ability to capture future business opportunities."}
-{"_id": "GOOGL20230183", "title": "GOOGL Risks Related to our Industry", "text": "Issues in the development and use of AI may result in reputational harm and increased liability exposure."}
-{"_id": "GOOGL20230184", "title": "GOOGL Risks Related to our Industry", "text": "Our evolving AI-related efforts may give rise to risks related to harmful content, inaccuracies, discrimination, intellectual property infringement or misappropriation, defamation, data privacy, cybersecurity, and other issues. As a result of these and other challenges associated with innovative technologies, our implementation of AI systems could subject us to competitive harm, regulatory action, legal liability (including under new and proposed legislation and regulations), new applications of existing data protection, privacy, intellectual property, and other laws, and brand or reputational harm."}
-{"_id": "GOOGL20230185", "title": "GOOGL Risks Related to our Industry", "text": "Some uses of AI will present ethical issues and may have broad effects on society. In order to implement AI responsibly and minimize unintended harmful effects, we have already devoted and will continue to invest significant resources to develop, test, and maintain our products and services, but we may not be able to identify or resolve all AI-related issues, deficiencies, and/or failures before they arise. Unintended consequences, uses, or customization of our AI tools and systems may negatively affect human rights, privacy, employment, or other social concerns, which may result in claims, lawsuits, brand or reputational harm, and increased regulatory scrutiny, any of which could harm our business, financial condition, and operating results."}
-{"_id": "GOOGL20230186", "title": "GOOGL Risks Related to our Industry", "text": "Data privacy and security concerns relating to our technology and our practices could harm our reputation, cause us to incur significant liability, and deter current and potential users or customers from using our products and services. Computer viruses, software bugs or defects, security breaches, and attacks on our systems could result in the improper disclosure and use of user data and interference with our users\u2019 and customers\u2019 ability to use our products and services, harming our business and reputation."}
-{"_id": "GOOGL20230187", "title": "GOOGL Risks Related to our Industry", "text": "Concerns about, including the adequacy of, our practices with regard to the collection, use, governance, disclosure, or security of personal data or other data-privacy-related matters, even if unfounded, could harm our business, reputation, financial condition, and operating results. Our policies and practices may change over time as expectations and regulations regarding privacy and data change."}
-{"_id": "GOOGL20230188", "title": "GOOGL Risks Related to our Industry", "text": "Our products and services involve the storage, handling, and transmission of proprietary and other sensitive information. Software bugs, theft, misuse, defects, vulnerabilities in our products and services, and security breaches expose us to a risk of loss or improper use and disclosure of such information, which could result in litigation and other potential liabilities, including regulatory fines and penalties, as well as reputational harm. Additionally, our products incorporate highly technical and complex technologies, and thus our technologies and software have contained, and are likely in the future to contain, undetected errors, bugs, and/or vulnerabilities. We continue to add new features involving AI to our offerings and internal systems, and features that rely on AI may be susceptible to unanticipated security threats as our and the market\u2019s understanding of AI-centric security risks and protection methods continue to develop. We have in the past discovered, and may in the future discover, some errors in our software code only after we have released the code. Systems and control failures, security breaches, failure to comply with our privacy policies, and/or inadvertent disclosure of user data could result in government and legal exposure, seriously harm our reputation, brand, and business, and impair our ability to attract and retain users or customers. Such incidents have occurred in the past and may continue to occur due to the scale and nature of our products and services. While there is no guarantee that such incidents will not cause significant damage, we expect to continue to expend significant resources to maintain security protections that limit the effect of bugs, theft, misuse, and security vulnerabilities or breaches."}
-{"_id": "GOOGL20230189", "title": "GOOGL Risks Related to our Industry", "text": "We experience cyber attacks and other attempts to gain unauthorized access to our systems on a regular basis. Cyber attacks continue to evolve in sophistication and volume, and inherently may be difficult to detect for long periods of time. We have seen, and will continue to see, industry-wide software supply chain vulnerabilities, which could affect our or other parties\u2019 systems. We expect to continue to experience such incidents or vulnerabilities in the future. Our efforts to address undesirable activity on our platform may also increase the risk of retaliatory attack. In addition, we face the risk of cyber attacks by nation-states and state-sponsored actors. These attacks may target us or our customers, particularly our public sector customers (including federal, state, and local governments). Geopolitical tensions or armed conflicts, such as the ongoing conflict in the Middle East and Ukraine, may increase these risks."}
-{"_id": "GOOGL20230190", "title": "GOOGL Risks Related to our Industry", "text": "We may experience security issues, whether due to employee or insider error or malfeasance, system errors, or vulnerabilities in our or other parties\u2019 systems. While we may not determine some of these issues to be material at the"}
-{"_id": "GOOGL20230191", "title": "GOOGL Risks Related to our Industry", "text": "16."}
-{"_id": "GOOGL20230192", "title": "GOOGL Risks Related to our Industry", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230193", "title": "GOOGL Risks Related to our Industry", "text": "time they occur and may remedy them quickly, there is no guarantee that these issues will not ultimately result in significant legal, financial, and reputational harm, including government inquiries, enforcement actions, litigation, and negative publicity. There is also no guarantee that a series of related issues may not be determined to be material at a later date in the aggregate, even if they may not be material individually at the time of their occurrence. Because the techniques used to obtain unauthorized access to, disable or degrade service provided by or otherwise sabotage systems change frequently and often are recognized only after being launched against a target, even taking all reasonable precautions, including those required by law, we have been unable in the past and may continue to be unable to anticipate or detect attacks or vulnerabilities or implement adequate preventative measures."}
-{"_id": "GOOGL20230194", "title": "GOOGL Risks Related to our Industry", "text": "Further, if any partners with whom we share user or other customer information fail to implement adequate data-security practices, fail to comply with our terms and policies, or otherwise suffer a network or other security breach, our users\u2019 data may be improperly accessed, used, or disclosed. If an actual or perceived breach of our or our business partners\u2019 or service providers\u2019 security occurs, the market perception of the effectiveness of our security measures would be harmed, we could lose users and customers, our trade secrets or those of our business partners may be compromised, and we may be exposed to significant legal and financial risks, including legal claims (which may include class-action litigation) and regulatory actions, fines, and penalties. Any of the foregoing consequences could harm our business, reputation, financial condition, and operating results."}
-{"_id": "GOOGL20230195", "title": "GOOGL Risks Related to our Industry", "text": "While we have dedicated significant resources to privacy and security incident response capabilities, including dedicated worldwide incident response teams, our response process, particularly during times of a natural disaster or pandemic, may not be adequate, may fail to accurately assess the severity of an incident, may not be fast enough to prevent or limit harm, or may fail to sufficiently remediate an incident. As a result, we may suffer significant legal, reputational, or financial exposure, which could harm our business, financial condition, and operating results."}
-{"_id": "GOOGL20230196", "title": "GOOGL Risks Related to our Industry", "text": "For additional information, see also our risk factor on privacy and data protection regulations under \u2018Risks Related to Laws, Regulations, and Policies\u2019 below."}
-{"_id": "GOOGL20230197", "title": "GOOGL Risks Related to our Industry", "text": "Our ongoing investments in safety, security, and content review will likely continue to identify abuse of our platforms and misuse of user data."}
-{"_id": "GOOGL20230198", "title": "GOOGL Risks Related to our Industry", "text": "In addition to our efforts to prevent and mitigate cyber attacks, we are making significant investments in safety, security, and review efforts to combat misuse of our services and unauthorized access to user data by third parties, including investigation and review of platform applications that could access the information of users of our services. As a result of these efforts, we have in the past discovered, and may in the future discover, incidents of unnecessary access to or misuse of user data or other undesirable activity by third parties. However, we may not have discovered, and may in the future not discover, all such incidents or activity, whether as a result of our data limitations, including our lack of visibility over our encrypted services, the scale of activity on our platform, or other factors, including factors outside of our control such as a natural disaster or pandemic, and we may learn of such incidents or activity via third parties. Such incidents and activities may include the use of user data or our systems in a manner inconsistent with our terms, contracts or policies, the existence of false or undesirable user accounts, election interference, improper ad purchases, activities that threaten people\u2019s safety on- or off-line, or instances of spamming, scraping, or spreading disinformation. While we may not determine some of these incidents to be material at the time they occurred and we may remedy them quickly, there is no guarantee that these issues will not ultimately result in significant legal, financial, and reputational harm, including government inquiries and enforcement actions, litigation, and negative publicity. There is also no guarantee that a series of related issues may not be determined to be material at a later date in the aggregate, even if they may not be material individually at the time of their occurrence."}
-{"_id": "GOOGL20230199", "title": "GOOGL Risks Related to our Industry", "text": "We may also be unsuccessful in our efforts to enforce our policies or otherwise prevent or remediate any such incidents. Any of the foregoing developments may negatively affect user trust and engagement, harm our reputation and brands, require us to change our business practices in ways that harm our business operations, and adversely affect our business and financial results. Any such developments may also subject us to additional litigation and regulatory inquiries, which could result in monetary penalties and damages, divert management\u2019s time and attention, and lead to enhanced regulatory oversight."}
-{"_id": "GOOGL20230200", "title": "GOOGL Risks Related to our Industry", "text": "Problematic content on our platforms, including low-quality user-generated content, web spam, content farms, and other violations of our guidelines could affect the quality of our services, which could harm our reputation and deter our current and potential users from using our products and services."}
-{"_id": "GOOGL20230201", "title": "GOOGL Risks Related to our Industry", "text": "We, like others in the industry, face violations of our content guidelines across our platforms, including sophisticated attempts by bad actors to manipulate our hosting and advertising systems to fraudulently generate revenues, or to otherwise generate traffic that does not represent genuine user interest or intent. While we invest significantly in efforts to promote high-quality and relevant results and to detect and prevent low-quality content and invalid traffic, we have been unable and may continue to be unable to detect and prevent all such abuses or promote"}
-{"_id": "GOOGL20230202", "title": "GOOGL Risks Related to our Industry", "text": "17."}
-{"_id": "GOOGL20230203", "title": "GOOGL Risks Related to our Industry", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230204", "title": "GOOGL Risks Related to our Industry", "text": "uniformly high-quality content. Increased use of AI in our offerings and internal systems may create new avenues of abuse for bad actors."}
-{"_id": "GOOGL20230205", "title": "GOOGL Risks Related to our Industry", "text": "Many websites violate or attempt to violate our guidelines, including by seeking to inappropriately rank higher in search results than our search engine's assessment of their relevance and utility would rank them. Such efforts have affected, and may continue to affect, the quality of content on our platforms and lead them to display false, misleading, or undesirable content. Although English-language web spam in our search results has been reduced, and web spam in most other languages is limited, we expect web spammers will continue to seek inappropriate ways to improve their rankings. Although we continue to invest in and deploy proprietary technology to detect and prevent web spam on our platforms, there is no guarantee that our technology will always be successful, and our users may have negative experiences on our platforms if our technology fails to work as intended, which may affect our users' decisions in continuing to use our platforms. We also face other challenges from low-quality and irrelevant content websites, including content farms, which are websites that generate large quantities of low-quality content to help them improve their search rankings. We are continually launching algorithmic changes designed to detect and prevent abuse from low-quality websites, but we may not always be successful. We also face other challenges on our platforms, including violations of our content guidelines involving incidents such as attempted election interference, activities that threaten the safety and/or well-being of our users on- or off-line, and the spreading of misinformation or disinformation."}
-{"_id": "GOOGL20230206", "title": "GOOGL Risks Related to our Industry", "text": "If we fail to either detect and prevent an increase in problematic content or effectively promote high-quality content, it could hurt our reputation for delivering relevant information or reduce use of our platforms, harming our financial condition and operating results. It may also subject us to litigation and regulatory actions, which could result in monetary penalties and damages and divert management\u2019s time and attention."}
-{"_id": "GOOGL20230207", "title": "GOOGL Risks Related to our Industry", "text": "Our business depends on continued and unimpeded access to the Internet by us and our users. Internet access providers may be able to restrict, block, degrade, or charge for access to certain of our products and services, which could lead to additional expenses and the loss of users and advertisers."}
-{"_id": "GOOGL20230208", "title": "GOOGL Risks Related to our Industry", "text": "Our products and services depend on the ability of our users to access the Internet, and certain of our products require significant bandwidth to work effectively. Currently, this access is provided by companies that have significant market power in the broadband and internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies, and government-owned service providers. Some of these providers have taken, or have stated that they may take, measures that could degrade, disrupt, or increase the cost of user access to certain of our products by restricting or prohibiting the use of their infrastructure to support or facilitate our offerings, by charging increased fees to us or our users to provide our offerings, or by providing our competitors preferential access. Some jurisdictions have adopted regulations prohibiting certain forms of discrimination by internet access providers; however, substantial uncertainty exists in the U.S. and elsewhere regarding such protections. For example, in 2018 the U.S. Federal Communications Commission repealed net neutrality rules, which could permit internet access providers to restrict, block, degrade, or charge for access to certain of our products and services. In addition, in some jurisdictions, our products and services have been subject to government-initiated restrictions or blockages. These could harm existing key relationships, including with our users, customers, advertisers, and/or content providers, and impair our ability to attract new ones; harm our reputation; and increase costs, thereby negatively affecting our business."}
-{"_id": "GOOGL20230210", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "We are subject to a variety of new, existing, and changing laws and regulations worldwide that could harm our business, and will likely be subject to an even broader scope of laws and regulations as we continue to expand our business."}
-{"_id": "GOOGL20230211", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "We are subject to numerous U.S. and foreign laws and regulations covering a wide variety of subjects, and our introduction of new businesses, products, services, and technologies will likely continue to subject us to additional laws and regulations. In recent years, governments around the world have proposed and adopted a large number of new laws and regulations relevant to the digital economy, particularly in the areas of data privacy and security, competition, environmental, social and governance (ESG) requirements, AI, and online content. The costs of compliance with these measures are high and are likely to increase in the future."}
-{"_id": "GOOGL20230213", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "New or changing laws and regulations, or new interpretations or applications of existing laws and regulations in a manner inconsistent with our practices, have resulted in, and may continue to result in, less useful products and services, altered business practices, limited ability to pursue certain business models or offer certain products and services, substantial costs, and civil or criminal liability. Examples include laws and regulations regarding: \u2022Competition and technology platforms\u2019 business practices: Laws and regulations focused on large technology platforms, including the Digital Markets Act in the European Union (EU); regulations and legal"}
-{"_id": "GOOGL20230214", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "18."}
-{"_id": "GOOGL20230215", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230221", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "settlements in the U.S., South Korea, and elsewhere that affect Google Play\u2019s billing policies, fees, and business model; as well as litigation and new regulations under consideration in a range of jurisdictions. \u2022AI: Laws and regulations focused on the development, use, and provision of AI technologies and other digital products and services, which could result in monetary penalties or other regulatory actions. For example, while legislative text has yet to be finalized and formally approved, provisional political agreement on a proposed EU AI Act was reached between co-legislators in December 2023, including that specific transparency and other requirements would be introduced for general purpose AI systems and the models on which those systems are based. In addition, the White House's Executive Order on the Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence devises a framework for the U.S. government, among other things, to regulate private sector use and development of certain foundation models. \u2022Data privacy, collection, and processing: Laws and regulations further restricting the collection, processing, and/or sharing of user or advertising-related data, including privacy and data protection laws; laws affecting the processing of children's data (as discussed further below), data breach notification laws, and laws limiting data transfers (including data localization laws). \u2022Copyright and other intellectual property: Copyright and related laws, including the EU Directive on Copyright in the Digital Single Market and European Economic Area transpositions, which may introduce new licensing regimes, increase liability with respect to content uploaded by users or linked to from our platforms, or create property rights in news publications that could require payments to news agencies and publishers, which may result in other regulatory actions. \u2022Content moderation: Various laws covering content moderation and removal, and related disclosure obligations, such as the EU's Digital Services Act, Florida\u2019s Senate Bill 7072 and Texas\u2019 House Bill 20, and laws and proposed legislation in Singapore, Australia, and the United Kingdom that impose penalties for failure to remove certain types of content or require disclosure of information about the operation of our services and algorithms, which may make it harder for services like Google Search and YouTube to detect and deal with low-quality, deceptive, or harmful content. \u2022Consumer protection: Consumer protection laws, including the EU\u2019s New Deal for Consumers, which could result in monetary penalties and create a range of new compliance obligations."}
-{"_id": "GOOGL20230222", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "In addition, the applicability and scope of these and other laws and regulations, as interpreted by courts, regulators, or administrative bodies, remain uncertain and could be interpreted in ways that harm our business. For example, we rely on statutory safe harbors, like those set forth in the Digital Millennium Copyright Act and Section 230 of the Communications Decency Act in the U.S. and the E-Commerce Directive in Europe, to protect against liability for various linking, caching, ranking, recommending, and hosting activities. Legislation or court rulings affecting these safe harbors may adversely affect us and may impose significant operational challenges. There are legislative proposals and pending litigation in the U.S., EU, and around the world that could diminish or eliminate safe harbor protection for websites and online platforms. Our development, use, and commercialization of AI products and services (including our implementation of AI in our offerings and internal systems) could subject us to regulatory action and legal liability, including under specific legislation regulating AI, as well as new applications of existing data protection, cybersecurity, privacy, intellectual property, and other laws."}
-{"_id": "GOOGL20230223", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "We are and may continue to be subject to claims, lawsuits, regulatory and government investigations, enforcement actions, consent orders, and other forms of regulatory scrutiny and legal liability that could harm our business, reputation, financial condition, and operating results."}
-{"_id": "GOOGL20230224", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "We are subject to claims, lawsuits, regulatory and government investigations, other proceedings, and orders involving competition, intellectual property, data privacy and security, tax and related compliance, labor and employment, commercial disputes, content generated by our users, goods and services offered by advertisers or publishers using our platforms, personal injury, and other matters. We are also subject to a variety of claims including product warranty, product liability, and consumer protection claims related to product defects, among other litigation, and we may also be subject to claims involving health and safety, hazardous materials usage, other environmental effects, AI training, development, and commercialization, or service disruptions or failures. Claims have been brought, and we expect will continue to be brought, against us for defamation, negligence, breaches of contract, copyright and trademark infringement, unfair competition, unlawful activity, torts, privacy rights violations, fraud, or other legal theories based on the nature and content of information available on or via our services, the design and effect of our products and services, or due to our involvement in hosting, transmitting, marketing, branding, or providing access to content created by third parties."}
-{"_id": "GOOGL20230225", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "19."}
-{"_id": "GOOGL20230226", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230227", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "For example, in December 2023, a California jury delivered a verdict in Epic Games v. Google finding that Google violated antitrust laws related to Google Play's billing practices. The presiding judge will determine remedies in 2024 and the range of potential remedies vary widely. We plan to appeal. In addition, the U.S. Department of Justice, various U.S. states, and other plaintiffs have filed several antitrust lawsuits about various aspects of our business, including our advertising technologies and practices, the operation and distribution of Google Search, and the operation and distribution of the Android operating system and Play Store. Other regulatory agencies in the U.S. and around the world, including competition enforcers, consumer protection agencies, and data protection authorities, have challenged and may continue to challenge our business practices and compliance with laws and regulations. We are cooperating with these investigations and defending litigation or appealing decisions where appropriate."}
-{"_id": "GOOGL20230228", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "Various laws, regulations, investigations, enforcement lawsuits, and regulatory actions have involved in the past, and may in the future result in substantial fines and penalties, injunctive relief, ongoing monitoring and auditing obligations, changes to our products and services, alterations to our business models and operations, including divestiture, and collateral related civil litigation or other adverse consequences, all of which could harm our business, reputation, financial condition, and operating results."}
-{"_id": "GOOGL20230229", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "Any of these legal proceedings could result in legal costs, diversion of management resources, negative publicity and other harms to our business. Estimating liabilities for our pending proceedings is a complex, fact-specific, and speculative process that requires significant judgment, and the amounts we are ultimately liable for may be less than or exceed our estimates. The resolution of one or more such proceedings has resulted in, and may in the future result in, additional substantial fines, penalties, injunctions, and other sanctions that could harm our business, reputation, financial condition, and operating results."}
-{"_id": "GOOGL20230230", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "For additional information about the ongoing material legal proceedings to which we are subject, see Legal Proceedings in Part I, Item 3 of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230231", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "Privacy, data protection, and data usage regulations are complex and rapidly evolving areas. Any failure or alleged failure to comply with these laws could harm our business, reputation, financial condition, and operating results."}
-{"_id": "GOOGL20230238", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "Authorities around the world have adopted and are considering a number of legislative and regulatory proposals concerning data protection, data usage, and encryption of user data. Adverse legal rulings, legislation, or regulation have resulted in, and may continue to result in, fines and orders requiring that we change our practices, which have had and could continue to have an adverse effect on how we provide services, harming our business, reputation, financial condition, and operating results. These laws and regulations are evolving and subject to interpretation, and compliance obligations could cause us to incur substantial costs or harm the quality and operations of our products and services in ways that harm our business. Examples of these laws include: \u2022The General Data Protection Regulation and the United Kingdom General Data Protection Regulations, which apply to all of our activities conducted from an establishment in the EU or the United Kingdom, respectively, or related to products and services that we offer to EU or the United Kingdom users or customers, respectively, or the monitoring of their behavior in the EU or the UK, respectively. \u2022Various comprehensive U.S. state and foreign privacy laws, which give new data privacy rights to their respective residents (including, in California, a private right of action in the event of a data breach resulting from our failure to implement and maintain reasonable security procedures and practices) and impose significant obligations on controllers and processors of consumer data. \u2022State laws governing the processing of biometric information, such as the Illinois Biometric Information Privacy Act and the Texas Capture or Use of Biometric Identifier Act, which impose obligations on businesses that collect or disclose consumer biometric information. \u2022Various federal, state, and foreign laws governing how companies provide age appropriate experiences to children and minors, including the collection and processing of children and minor\u2019s data. These include the Children\u2019s Online Privacy Protection Act of 1998, and the United Kingdom Age-Appropriate Design Code, all of which address the use and disclosure of the personal data of children and minors and impose obligations on online services or products directed to or likely to be accessed by children. \u2022The California Internet of Things Security Law, which regulates the security of data used in connection with internet-connected devices. \u2022The EU\u2019s Digital Markets Act, which will require in-scope companies to obtain user consent for combining data across certain products and require search engines to share anonymized data with rival companies, among other changes."}
-{"_id": "GOOGL20230239", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "20."}
-{"_id": "GOOGL20230240", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230241", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "Further, we are subject to evolving laws and regulations that dictate whether, how, and under what circumstances we can transfer, process and/or receive personal data, as well as ongoing enforcement actions from supervisory authorities related to cross-border transfers of personal data. The validity of various data transfer mechanisms we currently rely upon remains subject to legal, regulatory, and political developments in both Europe and the U.S., which may require us to adapt our existing arrangements."}
-{"_id": "GOOGL20230242", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "We face, and may continue to face, intellectual property and other claims that could be costly to defend, result in significant damage awards or other costs (including indemnification awards), and limit our ability to use certain technologies."}
-{"_id": "GOOGL20230243", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "We, like other internet, technology, and media companies, are frequently subject to litigation based on allegations of infringement or other violations of intellectual property rights, including patent, copyright, trade secrets, and trademarks. Parties have also sought broad injunctive relief against us by filing claims in U.S. and international courts and the U.S. International Trade Commission (ITC) for exclusion and cease-and-desist orders. In addition, patent-holding companies may frequently seek to generate income from patents they have obtained by bringing claims against us. As we continue to expand our business, the number of intellectual property claims against us has increased and may continue to increase as we develop and acquire new products, services, and technologies."}
-{"_id": "GOOGL20230244", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "Adverse results in any of these lawsuits may include awards of monetary damages, costly royalty or licensing agreements (if licenses are available at all), or orders limiting our ability to sell our products and services in the U.S. or elsewhere, including by preventing us from offering certain features, functionalities, products, or services in certain jurisdictions. They may also cause us to change our business practices in ways that could result in a loss of revenues for us and otherwise harm our business."}
-{"_id": "GOOGL20230245", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "Many of our agreements with our customers and partners, including certain suppliers, require us to defend against certain intellectual property infringement claims and in some cases indemnify them for certain intellectual property infringement claims against them, which could result in increased costs for defending such claims or significant damages if there were an adverse ruling in any such claims. Such customers and partners may also discontinue the use of our products, services, and technologies, as a result of injunctions or otherwise, which could result in loss of revenues and harm our business. Moreover, intellectual property indemnities provided to us by our suppliers, when obtainable, may not cover all damages and losses suffered by us and our customers arising from intellectual property infringement claims. Furthermore, in connection with our divestitures, we have agreed, and may in the future agree, to provide indemnification for certain potential liabilities, including those associated with intellectual property claims. Regardless of their merits, intellectual property claims are often time consuming and expensive to litigate or settle. To the extent such claims are successful, they could harm our business, including our product and service offerings, financial condition, and operating results."}
-{"_id": "GOOGL20230246", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "Expectations relating to ESG considerations could expose us to potential liabilities, increased costs, and reputational harm."}
-{"_id": "GOOGL20230247", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "We are subject to laws, regulations, and other measures that govern a wide range of topics, including those related to matters beyond our core products and services. For instance, new laws, regulations, policies, and international accords relating to ESG matters, including sustainability, climate change, human capital, and diversity, are being developed and formalized in Europe, the U.S., and elsewhere, which may entail specific, target-driven frameworks and/or disclosure requirements. We have implemented robust ESG programs, adopted reporting frameworks and principles, and announced a number of goals and initiatives. The implementation of these goals and initiatives may require considerable investments, and our goals, with all of their contingencies, dependencies, and in certain cases, reliance on third-party verification and/or performance, are complex and ambitious, and may change. We cannot guarantee that our goals and initiatives will be fully realized on the timelines we expect or at all, and projects that are completed as planned may not achieve the results we anticipate. Any failure, or perceived failure, by us to adhere to our public statements, comply fully with developing interpretations of ESG laws and regulations, or meet evolving and varied stakeholder expectations and standards could harm our business, reputation, financial condition, and operating results."}
-{"_id": "GOOGL20230248", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "We could be subject to changes in tax rates, the adoption of new U.S. or international tax legislation, or exposure to additional tax liabilities."}
-{"_id": "GOOGL20230249", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "We are subject to a variety of taxes and tax collection obligations in the U.S. and numerous foreign jurisdictions. Our effective tax rates are affected by a variety of factors, including changes in the mix of earnings in jurisdictions with different statutory tax rates, net gains and losses on hedges and related transactions under our foreign exchange risk management program, changes in our stock price for shares issued as employee compensation, changes in the valuation of our deferred tax assets or liabilities, and the application of different provisions of tax laws or changes in tax laws, regulations, or accounting principles (including changes in the interpretation of existing laws). Further, if we are"}
-{"_id": "GOOGL20230250", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "21."}
-{"_id": "GOOGL20230251", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230252", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "unable or fail to collect taxes on behalf of customers, employees and partners as the withholding agent, we could become liable for taxes that are levied against third parties."}
-{"_id": "GOOGL20230253", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "We are subject to regular review and audit by both domestic and foreign tax authorities. As a result, we have received, and may in the future receive, assessments in multiple jurisdictions, on various tax-related assertions, such as transfer-pricing adjustments or permanent-establishment claims. Any adverse outcome of such a review or audit could harm our financial condition and operating results, require adverse changes to our business practices, or subject us to additional litigation and regulatory inquiries. In addition, the determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment and often involves uncertainty. Although we believe our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may affect our financial results in the period or periods for which such determination is made."}
-{"_id": "GOOGL20230254", "title": "GOOGL Risks Related to Laws, Regulations, and Policies", "text": "Furthermore, due to shifting economic and political conditions, tax policies, laws, or rates in various jurisdictions may be subject to significant changes in ways that could harm our financial condition and operating results. For example, various jurisdictions around the world have enacted or are considering revenue-based taxes such as digital services taxes and other targeted taxes, which could lead to inconsistent and potentially overlapping international tax regimes. The Organization for Economic Cooperation and Development (OECD) is coordinating negotiations among more than 140 countries with the goal of achieving consensus around substantial changes to international tax policies, including the implementation of a minimum global effective tax rate of 15%. Our effective tax rate and cash tax payments could increase in future years as a result of these changes."}
-{"_id": "GOOGL20230256", "title": "GOOGL Risks Related to Ownership of our Stock", "text": "We cannot guarantee that any share repurchase program will be fully consummated or will enhance long-term stockholder value, and share repurchases could increase the volatility of our stock prices and could diminish our cash reserves."}
-{"_id": "GOOGL20230257", "title": "GOOGL Risks Related to Ownership of our Stock", "text": "We engage in share repurchases of our Class A and Class C stock from time to time in accordance with authorizations from the Board of Directors of Alphabet. Our repurchase program does not have an expiration date and does not obligate Alphabet to repurchase any specific dollar amount or to acquire any specific number of shares. Further, our share repurchases could affect our share trading prices, increase their volatility, reduce our cash reserves and may be suspended or terminated at any time, which may result in a decrease in the trading prices of our stock."}
-{"_id": "GOOGL20230258", "title": "GOOGL Risks Related to Ownership of our Stock", "text": "The concentration of our stock ownership limits our stockholders\u2019 ability to influence corporate matters."}
-{"_id": "GOOGL20230259", "title": "GOOGL Risks Related to Ownership of our Stock", "text": "Our Class B stock has 10 votes per share, our Class A stock has one vote per share, and our Class C stock has no voting rights. As of December 31, 2023, Larry Page and Sergey Brin beneficially owned approximately 86.5% of our outstanding Class B stock, which represented approximately 51.5% of the voting power of our outstanding common stock. Through their stock ownership, Larry and Sergey have significant influence over all matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or our assets, for the foreseeable future. In addition, because our Class C stock carries no voting rights (except as required by applicable law), the issuance of the Class C stock, including in future stock-based acquisition transactions and to fund employee equity incentive programs, could continue Larry and Sergey\u2019s current relative voting power and their ability to elect all of our directors and to determine the outcome of most matters submitted to a vote of our stockholders. The share repurchases made pursuant to our repurchase program may also affect Larry and Sergey\u2019s relative voting power. This concentrated control limits or severely restricts other stockholders\u2019 ability to influence corporate matters and we may take actions that some of our stockholders do not view as beneficial, which could reduce the market price of our Class A stock and our Class C stock."}
-{"_id": "GOOGL20230260", "title": "GOOGL Risks Related to Ownership of our Stock", "text": "Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable."}
-{"_id": "GOOGL20230264", "title": "GOOGL Risks Related to Ownership of our Stock", "text": "Provisions in Alphabet\u2019s certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management. These provisions include the following: \u2022Our Board of Directors has the right to elect directors to fill a vacancy created by the expansion of the Board of Directors or the resignation, death, or removal of a director. \u2022Our stockholders may not act by written consent, which makes it difficult to take certain actions without holding a stockholders' meeting. \u2022Our certificate of incorporation prohibits cumulative voting in the election of directors. This limits the ability of minority stockholders to elect director candidates."}
-{"_id": "GOOGL20230265", "title": "GOOGL Risks Related to Ownership of our Stock", "text": "22."}
-{"_id": "GOOGL20230268", "title": "GOOGL Risks Related to Ownership of our Stock", "text": "Alphabet Inc. \u2022Stockholders must provide advance notice to nominate individuals for election to the Board of Directors or to propose matters that can be acted upon at a stockholders\u2019 meeting. These provisions may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of our company. \u2022Our Board of Directors may issue, without stockholder approval, shares of undesignated preferred stock, which makes it possible for our Board of Directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us."}
-{"_id": "GOOGL20230269", "title": "GOOGL Risks Related to Ownership of our Stock", "text": "As a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with any holder of 15% or more of its outstanding voting stock unless the holder has held the stock for three years or, among other things, the Board of Directors has approved the transaction. Our Board of Directors could rely on Delaware law to prevent or delay an acquisition of us."}
-{"_id": "GOOGL20230270", "title": "GOOGL Risks Related to Ownership of our Stock", "text": "The trading price for our Class A stock and non-voting Class C stock may continue to be volatile."}
-{"_id": "GOOGL20230271", "title": "GOOGL Risks Related to Ownership of our Stock", "text": "The trading price of our stock has at times experienced significant volatility and may continue to be volatile. In addition to the factors discussed in this report, the trading prices of our Class A stock and Class C stock have fluctuated, and may continue to fluctuate widely, in response to various factors, many of which are beyond our control, including, among others, the activities of our peers and changes in broader economic and political conditions around the world. These broad market and industry factors could harm the market price of our Class A stock and our Class C stock, regardless of our actual operating performance."}
-{"_id": "GOOGL20230273", "title": "GOOGL General Risks", "text": "Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations."}
-{"_id": "GOOGL20230274", "title": "GOOGL General Risks", "text": "Our operating results have fluctuated, and may in the future fluctuate, as a result of a number of factors, many outside of our control, including the cyclical nature and seasonality in our business and geopolitical events. As a result, comparing our operating results (including our expenses as a percentage of our revenues) on a period-to-period basis may not be meaningful, and our past results should not be relied on as an indication of our future performance. Consequently, our operating results in future quarters may fall below expectations."}
-{"_id": "GOOGL20230275", "title": "GOOGL General Risks", "text": "Acquisitions, joint ventures, investments, and divestitures could result in operating difficulties, dilution, and other consequences that could harm our business, financial condition, and operating results."}
-{"_id": "GOOGL20230285", "title": "GOOGL General Risks", "text": "Acquisitions, joint ventures, investments, and divestitures are important elements of our overall corporate strategy and use of capital, and these transactions could be material to our financial condition and operating results. We expect to continue to evaluate and enter into discussions regarding a wide array of such potential strategic arrangements, which could create unforeseen operating difficulties and expenditures. Some of the areas where we face risks include: \u2022diversion of management time and focus from operating our business to challenges related to acquisitions and other strategic arrangements; \u2022failure to obtain required approvals on a timely basis, if at all, from governmental authorities, or conditions placed upon approval that could, among other things, delay or prevent us from completing a transaction, or otherwise restrict our ability to realize the expected financial or strategic goals of a transaction; \u2022failure to successfully integrate the acquired operations, technologies, services, and personnel (including cultural integration and retention of employees) and further develop the acquired business or technology; \u2022implementation of controls (or remediation of control deficiencies), procedures, and policies at the acquired company; \u2022integration of the acquired company\u2019s accounting and other administrative systems, and the coordination of product, engineering, and sales and marketing functions; \u2022transition of operations, users, and customers onto our existing platforms; \u2022in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political, and regulatory risks associated with specific countries; \u2022failure to accomplish commercial, strategic or financial objectives with respect to investments, joint ventures, and other strategic arrangements; \u2022failure to realize the value of investments and joint ventures due to a lack of liquidity;"}
-{"_id": "GOOGL20230286", "title": "GOOGL General Risks", "text": "23."}
-{"_id": "GOOGL20230289", "title": "GOOGL General Risks", "text": "Alphabet Inc. \u2022liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, data privacy and security issues, violations of laws, commercial disputes, tax liabilities, warranty claims, product liabilities, and other known and unknown liabilities; and \u2022litigation or other claims in connection with the acquired company, including claims from terminated employees, customers, former stockholders, or other third parties."}
-{"_id": "GOOGL20230290", "title": "GOOGL General Risks", "text": "Our failure to address these risks or other problems encountered in connection with our past or future acquisitions and other strategic arrangements could cause us to fail to realize their anticipated benefits, incur unanticipated liabilities, and harm our business generally."}
-{"_id": "GOOGL20230291", "title": "GOOGL General Risks", "text": "Our acquisitions and other strategic arrangements could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, or amortization expenses, or impairment of goodwill and/or purchased long-lived assets, and restructuring charges, any of which could harm our financial condition and operating results. Also, the anticipated benefits or value of our acquisitions and other strategic arrangements may not materialize. In connection with our divestitures, we have agreed, and may in the future agree, to provide indemnification for certain potential liabilities, which could harm our financial condition and operating results."}
-{"_id": "GOOGL20230292", "title": "GOOGL General Risks", "text": "We rely on highly skilled personnel and, if we are unable to retain or motivate key personnel, hire qualified personnel, or maintain and continue to adapt our corporate culture, we may not be able to grow or operate effectively."}
-{"_id": "GOOGL20230293", "title": "GOOGL General Risks", "text": "Our performance and future success depends in large part upon the continued service of key technical leads as well as members of our senior management team. For instance, Sundar Pichai is critical to the overall management of Alphabet and its subsidiaries and plays an important role in the development of our technology, maintaining our culture, and setting our strategic direction."}
-{"_id": "GOOGL20230294", "title": "GOOGL General Risks", "text": "Our ability to compete effectively and our future success depend on our continuing to identify, hire, develop, motivate, and retain highly skilled personnel for all areas of our organization. Competition in our industry for qualified employees is intense, and certain of our competitors have directly targeted, and may continue to target, our employees. In addition, our compensation arrangements, such as our equity award programs, may not always be successful in attracting new employees and retaining and motivating our existing employees. Restrictive immigration policy and regulatory changes may also affect our ability to hire, mobilize, or retain some of our global talent. All of our executive officers and key employees are at-will employees, and we do not maintain any key-person life insurance policies."}
-{"_id": "GOOGL20230295", "title": "GOOGL General Risks", "text": "In addition, we believe that our corporate culture fosters innovation, creativity, and teamwork. As our organization grows and evolves, we may need to adapt our corporate culture and work environments to ever-changing circumstances, such as during times of a natural disaster or pandemic, and these changes could affect our ability to compete effectively or have an adverse effect on our corporate culture. Under our hybrid work models, we may experience increased costs and/or disruption, in addition to potential effects on our ability to operate effectively and maintain our corporate culture."}
-{"_id": "GOOGL20230297", "title": "GOOGL STAFF COMMENTS", "text": "Not applicable."}
-{"_id": "GOOGL20230299", "title": "GOOGL CYBERSECURITY", "text": "We maintain a comprehensive process for identifying, assessing, and managing material risks from cybersecurity threats as part of our broader risk management system and processes. We obtain input, as appropriate, for our cybersecurity risk management program on the security industry and threat trends from multiple external experts and internal threat intelligence teams. Teams of dedicated privacy, safety, and security professionals oversee cybersecurity risk management and mitigation, incident prevention, detection, and remediation. Leadership for these teams are professionals with deep cybersecurity expertise across multiple industries, including our Vice President of Privacy, Safety, and Security Engineering. Our executive leadership team, along with input from the above teams, are responsible for our overall enterprise risk management system and processes and regularly consider cybersecurity risks in the context of other material risks to the company."}
-{"_id": "GOOGL20230300", "title": "GOOGL CYBERSECURITY", "text": "As part of our cybersecurity risk management system, our incident management teams track and log privacy and security incidents across Alphabet, our vendors, and other third-party service providers to remediate and resolve any such incidents. Significant incidents are reviewed regularly by a cross-functional working group to determine whether further escalation is appropriate. Any incident assessed as potentially being or potentially becoming material is immediately escalated for further assessment, and then reported to designated members of our senior management. We consult with outside counsel as appropriate, including on materiality analysis and disclosure matters, and our"}
-{"_id": "GOOGL20230301", "title": "GOOGL CYBERSECURITY", "text": "24."}
-{"_id": "GOOGL20230302", "title": "GOOGL CYBERSECURITY", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230303", "title": "GOOGL CYBERSECURITY", "text": "senior management makes the final materiality determinations and disclosure and other compliance decisions. Our management apprises Alphabet\u2019s independent public accounting firm of matters and any relevant developments."}
-{"_id": "GOOGL20230304", "title": "GOOGL CYBERSECURITY", "text": "The Audit and Compliance Committee has oversight responsibility for risks and incidents relating to cybersecurity threats, including compliance with disclosure requirements, cooperation with law enforcement, and related effects on financial and other risks, and it reports any findings and recommendations, as appropriate, to the full Board for consideration. Senior management regularly discusses cyber risks and trends and, should they arise, any material incidents with the Audit and Compliance Committee. Internal Audit maintains a dedicated cybersecurity auditing team that independently tests our cybersecurity controls."}
-{"_id": "GOOGL20230306", "title": "GOOGL CYBERSECURITY", "text": "Our business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity threats, including as a result of previously identified cybersecurity incidents, but we cannot provide assurance that they will not be materially affected in the future by such risks or any future material incidents. For more information on our cybersecurity related risks, see Item 1A Risk Factors of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230307", "title": "GOOGL CYBERSECURITY", "text": "Our headquarters are located in Mountain View, California. We own and lease office facilities and data centers around the world, primarily in Asia, Europe, and North America. We believe our existing facilities are in good condition and suitable for the conduct of our business."}
-{"_id": "GOOGL20230309", "title": "GOOGL PROCEEDINGS", "text": "For a description of our material pending legal proceedings, see Legal Matters in Note 10 of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference."}
-{"_id": "GOOGL20230311", "title": "GOOGL SAFETY DISCLOSURES", "text": "Not applicable."}
-{"_id": "GOOGL20230312", "title": "GOOGL SAFETY DISCLOSURES", "text": "FOR REGISTRANT\u2019S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES"}
-{"_id": "GOOGL20230313", "title": "GOOGL SAFETY DISCLOSURES", "text": "As of October 2, 2015, Alphabet Inc. became the successor issuer of Google Inc. pursuant to Rule 12g-3(a) under the Exchange Act. Our Class A stock has been listed on the Nasdaq Global Select Market under the symbol \u201cGOOG\u201d since August 19, 2004, and under the symbol \"GOOGL\" since April 3, 2014. Prior to August 19, 2004, there was no public market for our stock. Our Class B stock is neither listed nor traded. Our Class C stock has been listed on the Nasdaq Global Select Market under the symbol \u201cGOOG\u201d since April 3, 2014."}
-{"_id": "GOOGL20230315", "title": "GOOGL Holders of Record", "text": "As of December 31, 2023, there were approximately 7,305 and 1,757 stockholders of record of our Class A stock and Class C stock, respectively. Because many of our shares of Class A stock and Class C stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders. As of December 31, 2023, there were approximately 59 stockholders of record of our Class B stock."}
-{"_id": "GOOGL20230317", "title": "GOOGL Dividend Policy", "text": "We have never declared or paid any cash dividend on our common or capital stock. The primary use of capital continues to be to invest for the long-term growth of the business. We regularly evaluate our cash and capital structure, including the size, pace, and form of capital return to stockholders."}
-{"_id": "GOOGL20230318", "title": "GOOGL Dividend Policy", "text": "25."}
-{"_id": "GOOGL20230319", "title": "GOOGL Dividend Policy", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230326", "title": "GOOGL Issuer Purchases of Equity Securities", "text": "The following table presents information with respect to Alphabet's repurchases of Class A and Class C stock during the quarter ended December 31, 2023: Period##Total Number of Class A Shares Purchased  (in thousands)(1)##Total Number of Class C Shares Purchased  (in thousands)(1)####Average Price Paid per Class A Share(2)####Average Price Paid per Class C Share(2)##Total Number of Shares Purchased as Part of Publicly Announced Programs (in thousands)(1)####Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions) October 1 - 31##9,923##38,687##$##134.66##$##135.65##48,610##$##45,736 November 1 - 30##9,197##28,198##$##134.53##$##135.16##37,395##$##40,725 December 1 - 31##7,502##24,760##$##135.76##$##136.37##32,262##$##36,347 Total##26,622##91,645##########118,267####"}
-{"_id": "GOOGL20230327", "title": "GOOGL Issuer Purchases of Equity Securities", "text": "(1) Repurchases are being executed from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans. The repurchase program does not have an expiration date. For additional information related to share repurchases, see Note 11 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230328", "title": "GOOGL Issuer Purchases of Equity Securities", "text": "(2) Average price paid per share includes costs associated with the repurchases."}
-{"_id": "GOOGL20230329", "title": "GOOGL Issuer Purchases of Equity Securities", "text": "26."}
-{"_id": "GOOGL20230330", "title": "GOOGL Issuer Purchases of Equity Securities", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230332", "title": "GOOGL Stock Performance Graphs", "text": "The graph below matches Alphabet Inc. Class A's cumulative five-year total stockholder return on common stock with the cumulative total returns of the S&P 500 index, the NASDAQ Composite index, and the RDG Internet Composite index. The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, 2018, to December 31, 2023. The returns shown are based on historical results and are not intended to suggest future performance."}
-{"_id": "GOOGL20230337", "title": "GOOGL NASDAQ Composite Index, and the RDG Internet Composite Index", "text": "*$100 invested on December 31, 2018, in stock or index, including reinvestment of dividends."}
-{"_id": "GOOGL20230338", "title": "GOOGL NASDAQ Composite Index, and the RDG Internet Composite Index", "text": "Copyright\u00a9 2024 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved."}
-{"_id": "GOOGL20230339", "title": "GOOGL NASDAQ Composite Index, and the RDG Internet Composite Index", "text": "27."}
-{"_id": "GOOGL20230340", "title": "GOOGL NASDAQ Composite Index, and the RDG Internet Composite Index", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230341", "title": "GOOGL NASDAQ Composite Index, and the RDG Internet Composite Index", "text": "The graph below matches Alphabet Inc. Class C's cumulative five-year total stockholder return on capital stock with the cumulative total returns of the S&P 500 index, the NASDAQ Composite index, and the RDG Internet Composite index. The graph tracks the performance of a $100 investment in our Class C capital stock and in each index (with the reinvestment of all dividends) from December 31, 2018, to December 31, 2023. The returns shown are based on historical results and are not intended to suggest future performance."}
-{"_id": "GOOGL20230346", "title": "GOOGL NASDAQ Composite Index, and the RDG Internet Composite Index", "text": "*$100 invested on December 31, 2018, in stock or in index, including reinvestment of dividends."}
-{"_id": "GOOGL20230348", "title": "GOOGL NASDAQ Composite Index, and the RDG Internet Composite Index", "text": "Copyright\u00a9 2024 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved."}
-{"_id": "GOOGL20230349", "title": "GOOGL NASDAQ Composite Index, and the RDG Internet Composite Index", "text": "28."}
-{"_id": "GOOGL20230350", "title": "GOOGL NASDAQ Composite Index, and the RDG Internet Composite Index", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230352", "title": "GOOGL DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS", "text": "Please read the following discussion and analysis of our financial condition and results of operations together with \u201cNote about Forward-Looking Statements,\u201d Part I, Item 1 \"Business,\" Part I, Item 1A \"Risk Factors,\" and our consolidated financial statements and related notes included under Item 8 of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230353", "title": "GOOGL DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS", "text": "The following section generally discusses 2023 results compared to 2022 results. Discussion of 2022 results compared to 2021 results to the extent not included in this report can be found in Item 7 of our 2022 Annual Report on Form 10-K."}
-{"_id": "GOOGL20230355", "title": "GOOGL Understanding Alphabet\u2019s Financial Results", "text": "Alphabet is a collection of businesses \u2014 the largest of which is Google. We report Google in two segments, Google Services and Google Cloud; we also report all non-Google businesses collectively as Other Bets. For additional information on our segments, see Part I, Item 1 Business and Note 15 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230358", "title": "GOOGL Trends in Our Business and Financial Effect", "text": "The following long-term trends have contributed to the results of our consolidated operations, and we anticipate that they will continue to affect our future results: \u2022Users' behaviors and advertising continue to shift online as the digital economy evolves."}
-{"_id": "GOOGL20230360", "title": "GOOGL Trends in Our Business and Financial Effect", "text": "The continuing evolution of the online world has contributed to the growth of our business and our revenues since inception. We expect that this evolution will continue to benefit our business and our revenues, although at a slower pace than we have experienced historically, in particular after the outsized growth in our advertising revenues during the COVID-19 pandemic. In addition, we face increasing competition for user engagement and advertisers, which may affect our revenues. \u2022Users continue to access our products and services using diverse devices and modalities, which allows for new advertising formats that may benefit our revenues but adversely affect our margins."}
-{"_id": "GOOGL20230361", "title": "GOOGL Trends in Our Business and Financial Effect", "text": "Our users are accessing our products and services via diverse devices and modalities, such as smartphones, wearables, connected TVs, and smart home devices, and want to be able to be connected no matter where they are or what they are doing. We are focused on expanding our products and services to stay in front of these trends in order to maintain and grow our business."}
-{"_id": "GOOGL20230362", "title": "GOOGL Trends in Our Business and Financial Effect", "text": "We benefit from advertising revenues generated from different channels, including mobile, and newer advertising formats. The margins from these channels and newer products have generally been lower than those from traditional desktop search. Additionally, as the market for a particular device type or modality matures, our advertising revenues may be affected. For example, changing dynamics within the global smartphone market, such as increased market saturation in developed countries, can affect our mobile advertising revenues."}
-{"_id": "GOOGL20230363", "title": "GOOGL Trends in Our Business and Financial Effect", "text": "We expect TAC paid to our distribution partners and Google Network partners to increase as our revenues grow and TAC as a percentage of our advertising revenues (\"TAC rate\") to be affected by changes in device mix; geographic mix; partner agreement terms; partner mix; the percentage of queries channeled through paid access points; product mix; the relative revenue growth rates of advertising revenues from different channels; and revenue share terms."}
-{"_id": "GOOGL20230365", "title": "GOOGL Trends in Our Business and Financial Effect", "text": "We expect these trends to continue to affect our revenues and put pressure on our margins. \u2022As online advertising evolves, we continue to expand our product offerings, which may affect our monetization."}
-{"_id": "GOOGL20230367", "title": "GOOGL Trends in Our Business and Financial Effect", "text": "As interactions between users and advertisers change, and as online user behavior evolves, we continue to expand our product offerings to serve these changing needs, which may affect our monetization. For example, revenues from ads on YouTube and Google Play monetize at a lower rate than our traditional search ads. We also expect to continue to incorporate AI innovations into our products, such as AI in Search, that could affect our monetization trends. When developing new products and services we generally focus first on user experience and then on monetization. \u2022As users in developing economies increasingly come online, our revenues from international markets continue to increase, and may require continued investments. In addition, movements in foreign exchange rates affect such revenues."}
-{"_id": "GOOGL20230368", "title": "GOOGL Trends in Our Business and Financial Effect", "text": "29."}
-{"_id": "GOOGL20230369", "title": "GOOGL Trends in Our Business and Financial Effect", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230370", "title": "GOOGL Trends in Our Business and Financial Effect", "text": "The shift to online, as well as the advent of the multi-device world, has brought opportunities outside of the U.S., including in emerging markets, such as India. We continue to invest heavily and develop localized versions of our products and advertising programs relevant to our users in these markets. This has led to a trend of increased revenues from emerging markets. We expect that our results will continue to be affected by our performance in these markets, particularly as low-cost mobile devices become more available. This trend could affect our revenues as developing markets initially monetize at a lower rate than more mature markets."}
-{"_id": "GOOGL20230372", "title": "GOOGL Trends in Our Business and Financial Effect", "text": "International revenues represent a significant portion of our revenues and are subject to fluctuations in foreign currency exchange rates relative to the U.S. dollar. While we have a foreign exchange risk management program designed to reduce our exposure to these fluctuations, this program does not fully offset their effect on our revenues and earnings. \u2022The revenues that we derive beyond advertising are increasing and may adversely affect our margins."}
-{"_id": "GOOGL20230374", "title": "GOOGL Trends in Our Business and Financial Effect", "text": "Revenues from cloud, consumer subscriptions, platforms, and devices, which may have differing characteristics than our advertising revenues, have grown over time, and we expect this trend to continue as we focus on expanding our products and services. The margins on these revenues vary significantly and are generally lower than the margins on our advertising revenues. For example, sales of our devices adversely affect our consolidated margins due to pressures on pricing and higher cost of sales. \u2022As we continue to serve our users and expand our businesses, we will invest heavily in operating and capital expenditures."}
-{"_id": "GOOGL20230376", "title": "GOOGL Trends in Our Business and Financial Effect", "text": "We continue to make significant research and development investments in areas of strategic focus as we seek to develop new, innovative offerings, improve our existing offerings, and rapidly and responsibly deploy AI across our businesses. We also expect to increase, relative to 2023, our investment in our technical infrastructure, including servers, network equipment, and data centers, to support the growth of our business and our long-term initiatives, in particular in support of AI products and services. In addition, acquisitions and strategic investments contribute to the breadth and depth of our offerings, expand our expertise in engineering and other functional areas, and build strong partnerships around strategic initiatives. \u2022We continue to face an evolving regulatory environment, and we are subject to claims, lawsuits, investigations, and other forms of potential legal liability, which could affect our business practices and financial results."}
-{"_id": "GOOGL20230378", "title": "GOOGL Trends in Our Business and Financial Effect", "text": "Changes in social, political, economic, tax, and regulatory conditions or in laws and policies governing a wide range of topics and related legal matters, including investigations, lawsuits, and regulatory actions, have resulted in fines and caused us to change our business practices. As these global trends continue, our cost of doing business may increase, our ability to pursue certain business models or offer certain products or services may be limited, and we may need to change our business practices to comply with evolving regulatory and legal matters. Examples include the antitrust complaints filed by the U.S. Department of Justice and a number of state Attorneys General; legislative proposals and pending litigation in the U.S., EU, and around the world that could diminish or eliminate safe harbor protection for websites and online platforms; and the Digital Markets Act and Digital Services Act in Europe and various legislative proposals in the U.S. focused on large technology platforms. For additional information, see Item 1A Risk Factors and Legal Matters in Note 10 of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K. \u2022Our employees are critical to our success and we expect to continue investing in them."}
-{"_id": "GOOGL20230379", "title": "GOOGL Trends in Our Business and Financial Effect", "text": "Our employees are among our best assets and are critical for our continued success. We expect to continue hiring talented employees around the globe and to provide competitive compensation programs. For additional information, see Culture and Workforce in Part I, Item 1 Business of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230381", "title": "GOOGL Revenues and Monetization Metrics", "text": "We generate revenues by delivering relevant, cost-effective online advertising; cloud-based solutions that provide enterprise customers of all sizes with infrastructure and platform services as well as communication and collaboration tools; sales of other products and services, such as apps and in-app purchases, and devices; and fees received for consumer subscription-based products. For additional information on how we recognize revenue, see Note 1 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230383", "title": "GOOGL Revenues and Monetization Metrics", "text": "In addition to the long-term trends and their financial effect on our business discussed above, fluctuations in our revenues have been, and may continue to be, affected by a combination of general factors, including: \u2022changes in foreign currency exchange rates;"}
-{"_id": "GOOGL20230384", "title": "GOOGL Revenues and Monetization Metrics", "text": "30."}
-{"_id": "GOOGL20230389", "title": "GOOGL Revenues and Monetization Metrics", "text": "Alphabet Inc. \u2022changes in pricing, such as those resulting from changes in fee structures, discounts, and customer incentives; \u2022general economic conditions and various external dynamics, including geopolitical events, regulations, and other measures and their effect on advertiser, consumer, and enterprise spending; \u2022new product and service launches; and \u2022seasonality."}
-{"_id": "GOOGL20230390", "title": "GOOGL Revenues and Monetization Metrics", "text": "Additionally, fluctuations in our revenues generated from advertising (\"Google advertising\"), revenues from other sources (\"Google subscriptions, platforms, and devices revenues\"), Google Cloud, and Other Bets revenues have been, and may continue to be, affected by other factors unique to each set of revenues, as described below."}
-{"_id": "GOOGL20230392", "title": "GOOGL Google Services", "text": "Google Services revenues consist of Google advertising as well as Google subscriptions, platforms, and devices revenues."}
-{"_id": "GOOGL20230397", "title": "GOOGL Google Advertising", "text": "Google advertising revenues are comprised of the following: \u2022Google Search & other, which includes revenues generated on Google search properties (including revenues from traffic generated by search distribution partners who use Google.com as their default search in browsers, toolbars, etc.), and other Google owned and operated properties like Gmail, Google Maps, and Google Play; \u2022YouTube ads, which includes revenues generated on YouTube properties; and \u2022Google Network, which includes revenues generated on Google Network properties participating in AdMob, AdSense, and Google Ad Manager."}
-{"_id": "GOOGL20230398", "title": "GOOGL Google Advertising", "text": "We use certain metrics to track how well traffic across various properties is monetized as it relates to our advertising revenues: paid clicks and cost-per-click pertain to traffic on Google Search & other properties, while impressions and cost-per-impression pertain to traffic on our Google Network properties."}
-{"_id": "GOOGL20230399", "title": "GOOGL Google Advertising", "text": "Paid clicks represent engagement by users and include clicks on advertisements by end-users on Google search properties and other Google owned and operated properties including Gmail, Google Maps, and Google Play. Cost-per-click is defined as click-driven revenues divided by our total number of paid clicks and represents the average amount we charge advertisers for each engagement by users."}
-{"_id": "GOOGL20230400", "title": "GOOGL Google Advertising", "text": "Impressions include impressions displayed to users on Google Network properties participating primarily in AdMob, AdSense, and Google Ad Manager. Cost-per-impression is defined as impression-based and click-based revenues divided by our total number of impressions, and represents the average amount we charge advertisers for each impression displayed to users."}
-{"_id": "GOOGL20230401", "title": "GOOGL Google Advertising", "text": "As our business evolves, we periodically review, refine, and update our methodologies for monitoring, gathering, and counting the number of paid clicks and the number of impressions, and for identifying the revenues generated by the corresponding click and impression activity."}
-{"_id": "GOOGL20230407", "title": "GOOGL Google Advertising", "text": "Fluctuations in our advertising revenues, as well as the change in paid clicks and cost-per-click on Google Search & other properties and the change in impressions and cost-per-impression on Google Network properties and the correlation between these items have been, and may continue to be, affected by factors in addition to the general factors described above, such as: \u2022advertiser competition for keywords; \u2022changes in advertising quality, formats, delivery or policy; \u2022changes in device mix; \u2022seasonal fluctuations in internet usage, advertising expenditures, and underlying business trends, such as traditional retail seasonality; and \u2022traffic growth in emerging markets compared to more mature markets and across various verticals and channels."}
-{"_id": "GOOGL20230408", "title": "GOOGL Google Advertising", "text": "31."}
-{"_id": "GOOGL20230409", "title": "GOOGL Google Advertising", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230415", "title": "GOOGL Google Subscriptions, Platforms, and Devices", "text": "Google subscriptions, platforms, and devices revenues are comprised of the following: \u2022consumer subscriptions, which primarily include revenues from YouTube services, such YouTube TV, YouTube Music and Premium, and NFL Sunday Ticket, as well as Google One; \u2022platforms, which primarily include revenues from Google Play from the sales of apps and in-app purchases; \u2022devices, which primarily include sales of the Pixel family of devices; and \u2022other products and services."}
-{"_id": "GOOGL20230416", "title": "GOOGL Google Subscriptions, Platforms, and Devices", "text": "Fluctuations in our Google subscriptions, platforms, and devices revenues have been, and may continue to be, affected by factors in addition to the general factors described above, such as changes in customer usage and demand, number of subscribers, and fluctuations in the timing of product launches."}
-{"_id": "GOOGL20230421", "title": "GOOGL Google Cloud", "text": "Google Cloud revenues are comprised of the following: \u2022Google Cloud Platform, which generates consumption-based fees and subscriptions for infrastructure, platform, and other services. These services provide access to solutions such as cybersecurity, databases, analytics, and AI offerings including our AI infrastructure, Vertex AI platform, and Duet AI for Google Cloud; \u2022Google Workspace, which includes subscriptions for cloud-based communication and collaboration tools for enterprises, such as Calendar, Gmail, Docs, Drive, and Meet, with integrated features like Duet AI in Google Workspace; and \u2022other enterprise services."}
-{"_id": "GOOGL20230422", "title": "GOOGL Google Cloud", "text": "Fluctuations in our Google Cloud revenues have been, and may continue to be, affected by factors in addition to the general factors described above, such as customer usage."}
-{"_id": "GOOGL20230424", "title": "GOOGL Other Bets", "text": "Revenues from Other Bets are generated primarily from the sale of healthcare-related services and internet services."}
-{"_id": "GOOGL20230426", "title": "GOOGL Costs and Expenses", "text": "Our cost structure has two components: cost of revenues and operating expenses. Our operating expenses include costs related to R&D, sales and marketing, and general and administrative functions. Certain of our costs and expenses, including those associated with the operation of our technical infrastructure as well as components of our operating expenses, are generally less variable in nature and may not correlate to changes in revenue. Additionally, fluctuations in compensation expenses may not directly correlate with changes in headcount, in particular due to annual stock-based compensation (SBC) awards that generally vest over four years."}
-{"_id": "GOOGL20230429", "title": "GOOGL Cost of Revenues", "text": "Cost of revenues is comprised of TAC and other costs of revenues. \u2022TAC includes:"}
-{"_id": "GOOGL20230430", "title": "GOOGL Cost of Revenues", "text": "\u25e6amounts paid to our distribution partners who make available our search access points and services. Our distribution partners include browser providers, mobile carriers, original equipment manufacturers, and software developers; and"}
-{"_id": "GOOGL20230432", "title": "GOOGL Cost of Revenues", "text": "\u25e6amounts paid to Google Network partners primarily for ads displayed on their properties. \u2022Other cost of revenues primarily includes:"}
-{"_id": "GOOGL20230433", "title": "GOOGL Cost of Revenues", "text": "\u25e6compensation expense related to our data centers and other operations such as content review and customer and product support;"}
-{"_id": "GOOGL20230434", "title": "GOOGL Cost of Revenues", "text": "\u25e6content acquisition costs, which are payments to content providers from whom we license video and other content for distribution on YouTube and Google Play (we pay fees to these content providers based on revenues generated or a flat fee);"}
-{"_id": "GOOGL20230436", "title": "GOOGL \u25e6depreciation expense related to our technical infrastructure; and", "text": "\u25e6inventory and other costs related to the devices we sell."}
-{"_id": "GOOGL20230437", "title": "GOOGL \u25e6depreciation expense related to our technical infrastructure; and", "text": "32."}
-{"_id": "GOOGL20230438", "title": "GOOGL \u25e6depreciation expense related to our technical infrastructure; and", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230439", "title": "GOOGL \u25e6depreciation expense related to our technical infrastructure; and", "text": "TAC as a percentage of revenues generated from ads placed on Google Network properties are significantly higher than TAC as a percentage of revenues generated from ads placed on Google Search & other properties, because most of the advertiser revenues from ads served on Google Network properties are paid as TAC to our Google Network partners."}
-{"_id": "GOOGL20230441", "title": "GOOGL Operating Expenses", "text": "Operating expenses are generally incurred during our normal course of business, which we categorize as either R&D, sales and marketing, or general and administrative."}
-{"_id": "GOOGL20230445", "title": "GOOGL Operating Expenses", "text": "The main components of our R&D expenses are: \u2022compensation expenses for engineering and technical employees responsible for R&D related to our existing and new products and services; \u2022depreciation; and \u2022third-party services fees primarily relating to consulting and outsourced services in support of our engineering and product development efforts."}
-{"_id": "GOOGL20230448", "title": "GOOGL Operating Expenses", "text": "The main components of our sales and marketing expenses are: \u2022compensation expenses for employees engaged in sales and marketing, sales support, and certain customer service functions; and \u2022spending relating to our advertising and promotional activities in support of our products and services."}
-{"_id": "GOOGL20230452", "title": "GOOGL Operating Expenses", "text": "The main components of our general and administrative expenses are: \u2022compensation expenses for employees in finance, human resources, information technology, legal, and other administrative support functions; \u2022expenses relating to legal matters, including certain fines and settlements; and \u2022third-party services fees, including audit, consulting, outside legal, and other outsourced administrative services."}
-{"_id": "GOOGL20230454", "title": "GOOGL Other Income (Expense), Net", "text": "OI&E, net primarily consists of interest income (expense), the effect of foreign currency exchange gains (losses), net gains (losses) and impairment on our marketable and non-marketable securities, performance fees, and income (loss) and impairment from our equity method investments."}
-{"_id": "GOOGL20230455", "title": "GOOGL Other Income (Expense), Net", "text": "For additional information, including how we account for our investments and factors that can drive fluctuations in the value of our investments, see Note 1 and Note 3 of the Notes to Consolidated Financial Statements included in Part II, Item 8 as well as Item 7A Quantitative and Qualitative Disclosures About Market Risk of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230457", "title": "GOOGL Provision for Income Taxes", "text": "Provision for income taxes represents the estimated amount of federal, state, and foreign income taxes incurred in the U.S. and the many jurisdictions in which we operate. The provision includes the effect of reserve provisions and changes to reserves that are considered appropriate as well as the related net interest and penalties."}
-{"_id": "GOOGL20230458", "title": "GOOGL Provision for Income Taxes", "text": "For additional information, including a reconciliation of the U.S. federal statutory rate to our effective tax rate, see Note 14 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230459", "title": "GOOGL Provision for Income Taxes", "text": "33."}
-{"_id": "GOOGL20230460", "title": "GOOGL Provision for Income Taxes", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230473", "title": "GOOGL Executive Overview", "text": "The following table summarizes our consolidated financial results (in millions, except for per share information and percentages): ########Year Ended December 31,############## ####2022########2023######$ Change##% Change## Consolidated revenues##$##282,836######$##307,394####$##24,558##9##% Change in consolidated constant currency revenues(1)####################10##% Cost of revenues##$##126,203######$##133,332####$##7,129##6##% Operating expenses##$##81,791######$##89,769####$##7,978##10##% Operating income##$##74,842######$##84,293####$##9,451##13##% Operating margin####26##%######27##%######1##% Other income (expense), net##$##(3,514)######$##1,424####$##4,938##NM## Net income##$##59,972######$##73,795####$##13,823##23##% Diluted EPS##$##4.56######$##5.80####$##1.24##27##%"}
-{"_id": "GOOGL20230479", "title": "GOOGL NM = Not Meaningful", "text": "(1) See \"Use of Non-GAAP Constant Currency Information\" below for details relating to our use of constant currency information. \u2022Revenues were $307.4 billion, an increase of 9% year over year, primarily driven by an increase in Google Services revenues of $19.0 billion, or 8%, and an increase in Google Cloud revenues of $6.8 billion, or 26%. \u2022Total constant currency revenues, which exclude the effect of hedging, increased 10% year over year. \u2022Cost of revenues was $133.3 billion, an increase of 6% year over year, primarily driven by increases in content acquisition costs, compensation expenses, and TAC. The increase in compensation expenses included charges related to employee severance associated with the reduction in our workforce. Additionally, cost of revenues benefited from a reduction in depreciation due to the change in estimated useful lives of our servers and network equipment. \u2022Operating expenses were $89.8 billion, an increase of 10% year over year, primarily driven by an increase in compensation expenses and charges related to our office space optimization efforts. The increase in compensation expenses was largely the result of charges related to employee severance associated with the reduction in our workforce and an increase in SBC expense. Operating expenses benefited from the change in the estimated useful lives of our servers and certain network equipment."}
-{"_id": "GOOGL20230482", "title": "GOOGL NM = Not Meaningful", "text": "Other Information: \u2022In January 2023, we announced a reduction of our workforce, and as a result we recorded employee severance and related charges of $2.1 billion for the year ended December 31, 2023. In addition, we are taking actions to optimize our global office space. As a result, exit charges recorded during the year ended December 31, 2023, were $1.8 billion. In addition to these exit charges, for the year ended December 31, 2023, we incurred $269 million in accelerated rent and accelerated depreciation. For additional information, see Note 8 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. \u2022In January 2023, we completed an assessment of the useful lives of our servers and network equipment, resulting in a change in the estimated useful life of our servers and certain network equipment to six years. The effect of this change was a reduction in depreciation expense of $3.9 billion for the year ended December 31, 2023, recognized primarily in cost of revenues and R&D expenses. For additional information, see Note 1 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230483", "title": "GOOGL NM = Not Meaningful", "text": "34."}
-{"_id": "GOOGL20230489", "title": "GOOGL NM = Not Meaningful", "text": "Alphabet Inc. \u2022On July 21, 2023, the IRS announced a rule change allowing taxpayers to temporarily apply the regulations in effect prior to 2022 related to U.S. federal foreign tax credits. This announcement applies to foreign taxes paid or accrued in the fiscal years 2022 and 2023. A cumulative one-time adjustment applicable to the prior period for this tax rule change was recorded in 2023 and is reflected in our effective tax rate of 13.9% for the year ended December 31, 2023. \u2022Repurchases of Class A and Class C shares were $62.2 billion for the year ended December 31, 2023. For additional information, see Note 11 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. \u2022Operating cash flow was $101.7 billion for the year ended December 31, 2023. \u2022Capital expenditures, which primarily reflected investments in technical infrastructure, were $32.3 billion for the year ended December 31, 2023. \u2022As of December 31, 2023, we had 182,502 employees."}
-{"_id": "GOOGL20230504", "title": "GOOGL Revenues", "text": "The following table presents revenues by type (in millions): ######Year Ended December 31,#### ####2022######2023 Google Search & other##$##162,450####$##175,033 YouTube ads####29,243######31,510 Google Network####32,780######31,312 Google advertising####224,473######237,855 Google subscriptions, platforms, and devices####29,055######34,688 Google Services total####253,528######272,543 Google Cloud####26,280######33,088 Other Bets####1,068######1,527 Hedging gains (losses)####1,960######236 Total revenues##$##282,836####$##307,394"}
-{"_id": "GOOGL20230508", "title": "GOOGL Google Search & other", "text": "Google Search & other revenues increased $12.6 billion from 2022 to 2023. The overall growth was driven by interrelated factors including increases in search queries resulting from growth in user adoption and usage on mobile devices; growth in advertiser spending; and improvements we have made in ad formats and delivery."}
-{"_id": "GOOGL20230510", "title": "GOOGL YouTube ads", "text": "YouTube ads revenues increased $2.3 billion from 2022 to 2023. The growth was driven by our brand and direct response advertising products, both of which benefited from increased spending by our advertisers."}
-{"_id": "GOOGL20230512", "title": "GOOGL Google Network", "text": "Google Network revenues decreased $1.5 billion from 2022 to 2023, primarily driven by a decrease in Google Ad Manager and AdSense revenues."}
-{"_id": "GOOGL20230513", "title": "GOOGL Google Network", "text": "35."}
-{"_id": "GOOGL20230514", "title": "GOOGL Google Network", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230522", "title": "GOOGL Monetization Metrics", "text": "The following table presents changes in monetization metrics for Google Search & other revenues (paid clicks and cost-per-click) and Google Network revenues (impressions and cost-per-impression), expressed as a percentage, from 2022 to 2023: Google Search & other#### Paid clicks change##7##% Cost-per-click change##1##% Google Network#### Impressions change##(5)##% Cost-per-impression change##0##%"}
-{"_id": "GOOGL20230523", "title": "GOOGL Monetization Metrics", "text": "Changes in paid clicks and impressions are driven by a number of interrelated factors, including changes in advertiser spending; ongoing product and policy changes; and, as it relates to paid clicks, fluctuations in search queries resulting from changes in user adoption and usage, primarily on mobile devices."}
-{"_id": "GOOGL20230524", "title": "GOOGL Monetization Metrics", "text": "Changes in cost-per-click and cost-per-impression are driven by a number of interrelated factors including changes in device mix, geographic mix, advertiser spending, ongoing product and policy changes, product mix, property mix, and changes in foreign currency exchange rates."}
-{"_id": "GOOGL20230526", "title": "GOOGL Google subscriptions, platforms, and devices", "text": "Google subscriptions, platforms, and devices revenues increased $5.6 billion from 2022 to 2023 primarily driven by growth in subscriptions, largely for YouTube services. The growth in YouTube services was primarily due to an increase in paid subscribers."}
-{"_id": "GOOGL20230527", "title": "GOOGL Google subscriptions, platforms, and devices", "text": "Google subscriptions, platforms, and devices revenues increased $1.0 billion from 2021 to 2022 primarily driven by growth in subscription and device revenues, partially offset by a decrease in platform revenues. The growth in subscriptions was largely for YouTube services, primarily due to an increase in paid subscribers. The growth in device revenues was primarily driven by increased sales of Pixel devices. The decrease in platform revenues was primarily due to Google Play, driven by the fee structure changes we announced in 2021 as well as a decrease in buyer spending. Additionally, the overall increase in Google subscriptions, platforms, and devices revenues was adversely affected by the unfavorable effect of foreign currency exchange rates."}
-{"_id": "GOOGL20230529", "title": "GOOGL Google Cloud", "text": "Google Cloud revenues increased $6.8 billion from 2022 to 2023. Growth was primarily driven by Google Cloud Platform followed by Google Workspace offerings. Google Cloud's infrastructure and platform services were the largest drivers of growth in Google Cloud Platform."}
-{"_id": "GOOGL20230538", "title": "GOOGL Revenues by Geography", "text": "The following table presents revenues by geography as a percentage of revenues, determined based on the addresses of our customers: ######Year Ended December 31,#### ##2022######2023## United States##48##%####47##% EMEA##29##%####30##% APAC##16##%####17##% Other Americas##6##%####6##% Hedging gains (losses)##1##%####0##%"}
-{"_id": "GOOGL20230539", "title": "GOOGL Revenues by Geography", "text": "For additional information, see Note 2 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230540", "title": "GOOGL Revenues by Geography", "text": "36."}
-{"_id": "GOOGL20230541", "title": "GOOGL Revenues by Geography", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230543", "title": "GOOGL Use of Non-GAAP Constant Currency Information", "text": "International revenues, which represent a significant portion of our revenues, are generally transacted in multiple currencies and therefore are affected by fluctuations in foreign currency exchange rates."}
-{"_id": "GOOGL20230544", "title": "GOOGL Use of Non-GAAP Constant Currency Information", "text": "The effect of currency exchange rates on our business is an important factor in understanding period-to-period comparisons. We use non-GAAP constant currency revenues (\"constant currency revenues\") and non-GAAP percentage change in constant currency revenues (\"percentage change in constant currency revenues\") for financial and operational decision-making and as a means to evaluate period-to-period comparisons. We believe the presentation of results on a constant currency basis in addition to U.S. Generally Accepted Accounting Principles (GAAP) results helps improve the ability to understand our performance, because it excludes the effects of foreign currency volatility that are not indicative of our core operating results."}
-{"_id": "GOOGL20230545", "title": "GOOGL Use of Non-GAAP Constant Currency Information", "text": "Constant currency information compares results between periods as if exchange rates had remained constant period over period. We define constant currency revenues as revenues excluding the effect of foreign currency exchange rate movements (\"FX Effect\") as well as hedging activities, which are recognized at the consolidated level. We use constant currency revenues to determine the constant currency revenue percentage change on a year-on-year basis. Constant currency revenues are calculated by translating current period revenues using prior year comparable period exchange rates, as well as excluding any hedging effects realized in the current period."}
-{"_id": "GOOGL20230546", "title": "GOOGL Use of Non-GAAP Constant Currency Information", "text": "Constant currency revenue percentage change is calculated by determining the change in current period revenues over prior year comparable period revenues where current period foreign currency revenues are translated using prior year comparable period exchange rates and hedging effects are excluded from revenues of both periods."}
-{"_id": "GOOGL20230547", "title": "GOOGL Use of Non-GAAP Constant Currency Information", "text": "These results should be considered in addition to, not as a substitute for, results reported in accordance with GAAP. Results on a constant currency basis, as we present them, may not be comparable to similarly titled measures used by other companies and are not a measure of performance presented in accordance with GAAP."}
-{"_id": "GOOGL20230559", "title": "GOOGL Use of Non-GAAP Constant Currency Information", "text": "The following table presents the foreign currency exchange effect on international revenues and total revenues (in millions, except percentages): ########################Year Ended December 31, 2023########## ##############################% Change from Prior Period#### ######Year Ended December 31,########Less FX Effect####Constant Currency Revenues##As Reported######Less Hedging Effect######Less FX Effect## ####2022######2023######################## United States##$##134,814####$##146,286##$##0##$##146,286##9##%##########0##% EMEA####82,062######91,038####460####90,578##11##%##########1##% APAC####47,024######51,514####(1,759)####53,273##10##%##########(3)##% Other Americas####16,976######18,320####(654)####18,974##8##%##########(4)##% Revenues, excluding hedging effect####280,876######307,158####(1,953)####309,111##9##%##########(1)##% Hedging gains (losses)####1,960######236######################## Total revenues(1)##$##282,836####$##307,394######$##309,111##9##%####0##%####(1)##%"}
-{"_id": "GOOGL20230560", "title": "GOOGL Use of Non-GAAP Constant Currency Information", "text": "(1)Total constant currency revenues of $309.1 billion for 2023 increased $28.2 billion compared to $280.9 billion in revenues, excluding hedging effect, for 2022."}
-{"_id": "GOOGL20230561", "title": "GOOGL Use of Non-GAAP Constant Currency Information", "text": "EMEA revenue growth was favorably affected by changes in foreign currency exchange rates, primarily due to the U.S. dollar weakening relative to the Euro, partially offset by the U.S. dollar strengthening relative to the Turkish lira."}
-{"_id": "GOOGL20230562", "title": "GOOGL Use of Non-GAAP Constant Currency Information", "text": "APAC revenue growth was unfavorably affected by changes in foreign currency exchange rates, primarily due to the U.S. dollar strengthening relative to the Japanese yen."}
-{"_id": "GOOGL20230563", "title": "GOOGL Use of Non-GAAP Constant Currency Information", "text": "Other Americas revenue growth was unfavorably affected by changes in foreign currency exchange rates, primarily due to the U.S. dollar strengthening relative to the Argentine peso."}
-{"_id": "GOOGL20230564", "title": "GOOGL Use of Non-GAAP Constant Currency Information", "text": "37."}
-{"_id": "GOOGL20230565", "title": "GOOGL Use of Non-GAAP Constant Currency Information", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230574", "title": "GOOGL Cost of Revenues", "text": "The following table presents cost of revenues, including TAC (in millions, except percentages): ##########Year Ended December 31,######## ####2021######2022######2023## TAC##$##45,566####$##48,955####$##50,886## Other cost of revenues####65,373######77,248######82,446## Total cost of revenues##$##110,939####$##126,203####$##133,332## Total cost of revenues as a percentage of revenues####43##%####45##%####43##%"}
-{"_id": "GOOGL20230575", "title": "GOOGL Cost of Revenues", "text": "Cost of revenues increased $7.1 billion from 2022 to 2023 due to an increase in other cost of revenues and TAC of $5.2 billion and $1.9 billion, respectively."}
-{"_id": "GOOGL20230576", "title": "GOOGL Cost of Revenues", "text": "The increase in TAC from 2022 to 2023 was largely due to an increase in TAC paid to distribution partners, primarily driven by growth in revenues subject to TAC. The TAC rate decreased from 21.8% to 21.4% from 2022 to 2023 primarily due to a revenue mix shift from Google Network properties to Google Search & other properties. The TAC rate on Google Search & other revenues and the TAC rate on Google Network revenues were both substantially consistent from 2022 to 2023."}
-{"_id": "GOOGL20230577", "title": "GOOGL Cost of Revenues", "text": "The increase in other cost of revenues from 2022 to 2023 was primarily due to increases in content acquisition costs, largely for YouTube, and compensation expenses, which included $479 million of charges related to employee severance associated with the reduction in our workforce. Additionally, other cost of revenues benefited from a reduction in depreciation expense due to the change in estimated useful lives of our servers and network equipment."}
-{"_id": "GOOGL20230578", "title": "GOOGL Cost of Revenues", "text": "The increase in other cost of revenues of $11.9 billion from 2021 to 2022 was primarily due to increases in device costs, compensation expenses, depreciation, and equipment-related expenses."}
-{"_id": "GOOGL20230584", "title": "GOOGL Research and Development", "text": "The following table presents R&D expenses (in millions, except percentages): ########Year Ended December 31,###### ####2022########2023## Research and development expenses##$##39,500######$##45,427## Research and development expenses as a percentage of revenues####14##%######15##%"}
-{"_id": "GOOGL20230585", "title": "GOOGL Research and Development", "text": "R&D expenses increased $5.9 billion from 2022 to 2023 primarily driven by an increase in compensation expenses of $2.9 billion, $870 million in charges related to our office space optimization efforts, and an increase in depreciation expense of $722 million. The $2.9 billion increase in compensation expenses was largely the result of a 4% increase in average headcount, after adjusting for roles affected by the reduction in our workforce, and an increase in SBC expense. Additionally, the increase in compensation expenses included $848 million in employee severance charges associated with the reduction in our workforce. The $722 million increase in depreciation expense reflected an offsetting benefit of the change in the estimated useful lives of our servers and network equipment."}
-{"_id": "GOOGL20230591", "title": "GOOGL Sales and Marketing", "text": "The following table presents sales and marketing expenses (in millions, except percentages): ########Year Ended December 31,###### ####2022########2023## Sales and marketing expenses##$##26,567######$##27,917## Sales and marketing expenses as a percentage of revenues####9##%######9##%"}
-{"_id": "GOOGL20230592", "title": "GOOGL Sales and Marketing", "text": "Sales and marketing expenses increased $1.4 billion from 2022 to 2023, primarily driven by an increase in compensation expenses of $1.6 billion, partially offset by a decrease in advertising and promotional activities of $441 million. The $1.6 billion increase in compensation expenses was largely the result of $497 million in employee severance charges associated with the reduction in our workforce in addition to a combination of other factors, none of which were individually significant."}
-{"_id": "GOOGL20230593", "title": "GOOGL Sales and Marketing", "text": "38."}
-{"_id": "GOOGL20230594", "title": "GOOGL Sales and Marketing", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230600", "title": "GOOGL General and Administrative", "text": "The following table presents general and administrative expenses (in millions, except percentages): ########Year Ended December 31,###### ####2022########2023## General and administrative expenses##$##15,724######$##16,425## General and administrative expenses as a percentage of revenues####6##%######5##%"}
-{"_id": "GOOGL20230601", "title": "GOOGL General and Administrative", "text": "General and administrative expenses increased $701 million from 2022 to 2023, primarily driven by an increase in compensation expenses of $416 million, which was largely the result of $264 million in employee severance charges associated with the reduction in our workforce in addition to a combination of other factors, none of which were individually significant."}
-{"_id": "GOOGL20230611", "title": "GOOGL Segment Profitability", "text": "The following table presents segment operating income (loss) (in millions). ######Year Ended December 31,#### ####2022######2023 Operating income (loss):########## Google Services##$##82,699####$##95,858 Google Cloud####(1,922)######1,716 Other Bets####(4,636)######(4,095) Alphabet-level activities(1)####(1,299)######(9,186) Total income from operations##$##74,842####$##84,293"}
-{"_id": "GOOGL20230612", "title": "GOOGL Segment Profitability", "text": "(1)In addition to the costs included in Alphabet-level activities, hedging gains (losses) related to revenue were $2.0 billion and $236 million in 2022 and 2023, respectively. For the year ended December 31, 2023, Alphabet-level activities include charges related to the reduction in force and our office space optimization efforts totaling $3.9 billion. In addition, for the year ended December 31, 2023, we incurred $269 million in accelerated rent and accelerated depreciation. For additional information relating to our workforce reduction and other initiatives, see Note 8 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. For additional information relating to our segments, see Note 15 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230614", "title": "GOOGL Google Services", "text": "Google Services operating income increased $13.2 billion from 2022 to 2023. The increase in operating income was primarily driven by an increase in revenues, partially offset by an increase in content acquisition costs and compensation expenses including an increase in SBC expense. Additionally, operating income benefited from a reduction in costs driven by the change in the estimated useful lives of our servers and certain network equipment."}
-{"_id": "GOOGL20230616", "title": "GOOGL Google Cloud", "text": "Google Cloud operating income of $1.7 billion for 2023 compared to an operating loss of $1.9 billion for 2022 represents an increase of $3.6 billion. The increase in operating income was primarily driven by an increase in revenues, partially offset by an increase in compensation expenses largely driven by headcount growth. Additionally, operating income benefited from a reduction in costs driven by the change in the estimated useful lives of our servers and certain network equipment."}
-{"_id": "GOOGL20230618", "title": "GOOGL Other Bets", "text": "Other Bets operating loss decreased $541 million from 2022 to 2023 primarily due to growth in revenues as well as a reduction in valuation-based compensation liabilities related to Other Bet companies."}
-{"_id": "GOOGL20230620", "title": "GOOGL Other Income (Expense), Net", "text": "The following table presents OI&E, (in millions):"}
-{"_id": "GOOGL20230621", "title": "GOOGL Other Income (Expense), Net", "text": "39."}
-{"_id": "GOOGL20230633", "title": "GOOGL Other Income (Expense), Net", "text": "Alphabet Inc. ######Year Ended December 31,#### ####2022######2023 Interest income##$##2,174####$##3,865 Interest expense####(357)######(308) Foreign currency exchange gain (loss), net####(654)######(1,238) Gain (loss) on debt securities, net####(2,064)######(1,215) Gain (loss) on equity securities, net####(3,455)######392 Performance fees####798######257 Income (loss) and impairment from equity method investments, net####(337)######(628) Other####381######299 Other income (expense), net##$##(3,514)####$##1,424"}
-{"_id": "GOOGL20230634", "title": "GOOGL Other Income (Expense), Net", "text": "OI&E, net increased $4.9 billion from 2022 to 2023. The increase was primarily due to fluctuations in the value of equity securities reflecting market driven changes in the value of our marketable equity securities, investment specific event driven changes in our non-marketable equity securities, and increased interest income due to interest rates."}
-{"_id": "GOOGL20230635", "title": "GOOGL Other Income (Expense), Net", "text": "For additional information, see Note 7 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230642", "title": "GOOGL Provision for Income Taxes", "text": "The following table presents provision for income taxes (in millions, except for effective tax rate): ########Year Ended December 31,###### ####2022########2023## Income before provision for income taxes##$##71,328######$##85,717## Provision for income taxes##$##11,356######$##11,922## Effective tax rate####15.9##%######13.9##%"}
-{"_id": "GOOGL20230643", "title": "GOOGL Provision for Income Taxes", "text": "In 2023, the Internal Revenue Services (IRS) issued a rule change allowing taxpayers to temporarily apply the regulations in effect prior to 2022 related to U.S. federal foreign tax credits, as well as a separate rule change with interim guidance on the capitalization and amortization of R&D expenses. A cumulative one-time adjustment applicable to the prior period for these tax rule changes was recorded in 2023."}
-{"_id": "GOOGL20230644", "title": "GOOGL Provision for Income Taxes", "text": "The effective tax rate decreased from 2022 to 2023, reflecting the effect of the two tax rule changes described above, particularly the change related to foreign tax credits. The effect of these tax rule changes was partially offset by changes in uncertain tax benefits and a decrease in the U.S. federal Foreign Derived Intangible Income tax deduction."}
-{"_id": "GOOGL20230645", "title": "GOOGL Provision for Income Taxes", "text": "The OECD is coordinating negotiations among more than 140 countries with the goal of achieving consensus around substantial changes to international tax policies, including the implementation of a minimum global effective tax rate of 15%. While various countries have implemented the legislation as of January 1, 2024, we do not expect a resulting material change to our income tax provision for the 2024 fiscal year. As additional jurisdictions enact such legislation, we expect our effective tax rate and cash tax payments could increase in future years."}
-{"_id": "GOOGL20230648", "title": "GOOGL Cash, Cash Equivalents, and Marketable Securities", "text": "As of December 31, 2023, we had $110.9 billion in cash, cash equivalents, and short-term marketable securities. Cash equivalents and marketable securities are comprised of time deposits, money market funds, highly liquid government bonds, corporate debt securities, mortgage-backed and asset-backed securities, and marketable equity securities."}
-{"_id": "GOOGL20230650", "title": "GOOGL Sources, Uses of Cash and Related Trends", "text": "Our principal sources of liquidity are cash, cash equivalents, and marketable securities, as well as the cash flow that we generate from operations. The primary use of capital continues to be to invest for the long-term growth of the business. We regularly evaluate our cash and capital structure, including the size, pace, and form of capital return to stockholders."}
-{"_id": "GOOGL20230651", "title": "GOOGL Sources, Uses of Cash and Related Trends", "text": "40."}
-{"_id": "GOOGL20230652", "title": "GOOGL Sources, Uses of Cash and Related Trends", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230658", "title": "GOOGL Sources, Uses of Cash and Related Trends", "text": "The following table presents our cash flows (in millions): ######Year Ended December 31,#### ####2022######2023 Net cash provided by operating activities##$##91,495####$##101,746 Net cash used in investing activities##$##(20,298)####$##(27,063) Net cash used in financing activities##$##(69,757)####$##(72,093)"}
-{"_id": "GOOGL20230660", "title": "GOOGL Cash Provided by Operating Activities", "text": "Our largest source of cash provided by operations are advertising revenues generated by Google Search & other properties, Google Network properties, and YouTube properties. In Google Services, we also generate cash through consumer subscriptions and the sale of apps and in-app purchases and devices. In Google Cloud we generate cash through consumption-based fees and subscriptions for infrastructure, platform, collaboration tools, and other cloud services."}
-{"_id": "GOOGL20230661", "title": "GOOGL Cash Provided by Operating Activities", "text": "Our primary uses of cash from operating activities include payments to distribution and Google Network partners, to employees for compensation, and to content providers. Other uses of cash from operating activities include payments to suppliers for devices, to tax authorities for income taxes, and other general corporate expenditures."}
-{"_id": "GOOGL20230662", "title": "GOOGL Cash Provided by Operating Activities", "text": "Net cash provided by operating activities increased from 2022 to 2023 due to the increase in cash received from customers, partially offset by increases in cash paid for cost of revenues and operating expenses."}
-{"_id": "GOOGL20230664", "title": "GOOGL Cash Used in Investing Activities", "text": "Cash provided by investing activities consists primarily of maturities and sales of investments in marketable and non-marketable securities. Cash used in investing activities consists primarily of purchases of marketable and non-marketable securities, purchases of property and equipment, and payments for acquisitions."}
-{"_id": "GOOGL20230665", "title": "GOOGL Cash Used in Investing Activities", "text": "Net cash used in investing activities increased from 2022 to 2023 due to a decrease in maturities and sales of marketable securities, partially offset by a decrease in payments for acquisitions."}
-{"_id": "GOOGL20230667", "title": "GOOGL Cash Used in Financing Activities", "text": "Cash provided by financing activities consists primarily of proceeds from issuance of debt and proceeds from the sale of interests in consolidated entities. Cash used in financing activities consists primarily of repurchases of stock, net payments related to stock-based award activities, and repayments of debt."}
-{"_id": "GOOGL20230668", "title": "GOOGL Cash Used in Financing Activities", "text": "Net cash used in financing activities increased from 2022 to 2023 due to an increase in repurchases of stock."}
-{"_id": "GOOGL20230670", "title": "GOOGL Liquidity and Material Cash Requirements", "text": "We expect existing cash, cash equivalents, short-term marketable securities, cash flows from operations and financing activities to continue to be sufficient to fund our operating activities and cash commitments for investing and financing activities for at least the next 12 months and thereafter for the foreseeable future."}
-{"_id": "GOOGL20230672", "title": "GOOGL Capital Expenditures and Leases", "text": "We make investments in land and buildings for data centers and offices and information technology assets through purchases of property and equipment and lease arrangements to provide capacity for the growth of our services and products."}
-{"_id": "GOOGL20230676", "title": "GOOGL Capital Expenditures", "text": "Our capital investments in property and equipment consist primarily of the following major categories: \u2022technical infrastructure, which consists of our investments in servers and network equipment for computing, storage, and networking requirements for ongoing business activities, including AI, (collectively referred to as our information technology assets) and data center land and building construction; and \u2022office facilities, ground-up development projects, and building improvements (also referred to as \"fit-outs\")."}
-{"_id": "GOOGL20230677", "title": "GOOGL Capital Expenditures", "text": "Construction in progress consists primarily of technical infrastructure and office facilities which have not yet been placed in service. The time frame from date of purchase to placement in service of these assets may extend from months to years. For example, our data center construction projects are generally multi-year projects with multiple phases, where we acquire land and buildings, construct buildings, and secure and install information technology assets."}
-{"_id": "GOOGL20230678", "title": "GOOGL Capital Expenditures", "text": "41."}
-{"_id": "GOOGL20230679", "title": "GOOGL Capital Expenditures", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230680", "title": "GOOGL Capital Expenditures", "text": "During the years ended December 31, 2022 and 2023, we spent $31.5 billion and $32.3 billion on capital expenditures, respectively. We expect to increase, relative to 2023, our investment in our technical infrastructure, including servers, network equipment, and data centers, to support the growth of our business and our long-term initiatives, in particular in support of AI products and services. Depreciation of our property and equipment commences when the deployment of such assets are completed and are ready for our intended use. Land is not depreciated. For the years ended December 31, 2022 and 2023, our depreciation on property and equipment were $13.5 billion and $11.9 billion, respectively."}
-{"_id": "GOOGL20230682", "title": "GOOGL Leases", "text": "For the years ended December 31, 2022 and 2023, we recognized total operating lease assets of $4.4 billion and $2.9 billion, respectively. As of December 31, 2023, the amount of total future lease payments under operating leases, which had a weighted average remaining lease term of eight years, was $17.7 billion, of which $3.2 billion is short-term. As of December 31, 2023, we have entered into leases that have not yet commenced with future short-term and long-term lease payments of $657 million and $3.3 billion, that are not yet recorded on our Consolidated Balance Sheets. These leases will commence between 2024 and 2026 with non-cancelable lease terms of one to 25 years."}
-{"_id": "GOOGL20230683", "title": "GOOGL Leases", "text": "For the years ended December 31, 2022 and 2023, our operating lease expenses (including variable lease costs) were $3.7 billion and $4.5 billion, respectively. Finance lease costs were not material for the years ended December 31, 2022 and 2023. For additional information, see Note 4 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230685", "title": "GOOGL Financing", "text": "We have a short-term debt financing program of up to $10.0 billion through the issuance of commercial paper. Net proceeds from this program are used for general corporate purposes. As of December 31, 2023, we had no commercial paper outstanding."}
-{"_id": "GOOGL20230686", "title": "GOOGL Financing", "text": "As of December 31, 2023, we had $10.0 billion of revolving credit facilities, $4.0 billion expiring in April 2024 and $6.0 billion expiring in April 2028. The interest rates for all credit facilities are determined based on a formula using certain market rates, as well as our progress toward the achievement of certain sustainability goals. No amounts have been borrowed under the credit facilities."}
-{"_id": "GOOGL20230687", "title": "GOOGL Financing", "text": "As of December 31, 2023, we had senior unsecured notes outstanding with a total carrying value of $12.9 billion with short-term and long-term future interest payments of $214 million and $3.6 billion, respectively. For additional information, see Note 6 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230688", "title": "GOOGL Financing", "text": "We primarily utilize contract manufacturers for the assembly of our servers used in our technical infrastructure and devices we sell. We have agreements where we may purchase components directly from suppliers and then supply these components to contract manufacturers for use in the assembly of the servers and devices. Certain of these arrangements result in a portion of the cash received from and paid to the contract manufacturers to be presented as financing activities in the Consolidated Statements of Cash Flows included in Item 8 of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230690", "title": "GOOGL Share Repurchase Program", "text": "During 2023 we repurchased and subsequently retired 528 million shares for $62.2 billion."}
-{"_id": "GOOGL20230691", "title": "GOOGL Share Repurchase Program", "text": "In April 2023, the Board of Directors of Alphabet authorized the company to repurchase up to an additional $70.0 billion of its Class A and Class C shares. As of December 31, 2023, $36.3 billion remains available for Class A and Class C share repurchases."}
-{"_id": "GOOGL20230697", "title": "GOOGL Share Repurchase Program", "text": "The following table presents Class A and Class C shares repurchased and subsequently retired (in millions): ####Year Ended December 31, 2022########Year Ended December 31, 2023#### ##Shares######Amount##Shares######Amount Class A share repurchases##61####$##6,719##78####$##9,316 Class C share repurchases##469######52,577##450######52,868 Total share repurchases(1)##530####$##59,296##528####$##62,184"}
-{"_id": "GOOGL20230698", "title": "GOOGL Share Repurchase Program", "text": "(1) Shares repurchased include unsettled repurchases as of December 31, 2023."}
-{"_id": "GOOGL20230699", "title": "GOOGL Share Repurchase Program", "text": "For additional information, see Note 11 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230700", "title": "GOOGL Share Repurchase Program", "text": "42."}
-{"_id": "GOOGL20230701", "title": "GOOGL Share Repurchase Program", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230703", "title": "GOOGL European Commission Fines", "text": "In 2017, 2018 and 2019, the EC announced decisions that certain actions taken by Google infringed European competition law and imposed fines of \u20ac2.4 billion ($2.7 billion as of June 27, 2017), \u20ac4.3 billion ($5.1 billion as of June 30, 2018), and \u20ac1.5 billion ($1.7 billion as of March 20, 2019), respectively. On September 14, 2022, the General Court reduced the 2018 fine from \u20ac4.3 billion to \u20ac4.1 billion. We subsequently filed an appeal to the European Court of Justice."}
-{"_id": "GOOGL20230704", "title": "GOOGL European Commission Fines", "text": "While each EC decision is under appeal, we included the fines in accrued expenses and other current liabilities on our Consolidated Balance Sheets as we provided bank guarantees (in lieu of a cash payment) for the fines. For additional information, see Note 10 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230706", "title": "GOOGL Taxes", "text": "As of December 31, 2023, we had income taxes payable of $4.2 billion, of which $2.1 billion was short-term, related to a one-time transition tax payable incurred as a result of the U.S. Tax Cuts and Jobs Act (\"Tax Act\"). As permitted by the Tax Act, we will pay the transition tax in annual interest-free installments through 2025. We also have long-term taxes payable of $6.3 billion primarily related to uncertain tax positions as of December 31, 2023."}
-{"_id": "GOOGL20230708", "title": "GOOGL Purchase Commitments and Other Contractual Obligations", "text": "As of December 31, 2023, we had material purchase commitments and other contractual obligations of $45.9 billion, of which $31.6 billion was short-term. These amounts primarily consist of purchase orders for certain technical infrastructure as well as the non-cancelable portion or the minimum cancellation fee in certain agreements related to commitments to purchase licenses, including content licenses, inventory and network capacity. For those agreements with variable terms, we do not estimate the non-cancelable obligation beyond any minimum quantities and/or pricing as of December 31, 2023. In certain instances, the amount of our contractual obligations may change based on the expected timing of order fulfillment from our suppliers. For more information related to our content licenses, see Note 10 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230709", "title": "GOOGL Purchase Commitments and Other Contractual Obligations", "text": "In addition, we regularly enter into multi-year, non-cancellable agreements to purchase renewable energy and energy attributes, such as renewable energy certificates. These agreements do not include a minimum dollar commitment. The amounts to be paid under these agreements are based on the actual volumes to be generated and are not readily determinable."}
-{"_id": "GOOGL20230711", "title": "GOOGL Critical Accounting Estimates", "text": "We prepare our consolidated financial statements in accordance with GAAP. In doing so, we have to make estimates and assumptions. Our critical accounting estimates are those estimates that involve a significant level of uncertainty at the time the estimate was made, and changes in them have had or are reasonably likely to have a material effect on our financial condition or results of operations. Accordingly, actual results could differ materially from our estimates. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. We have reviewed our critical accounting estimates with the Audit and Compliance Committee of our Board of Directors."}
-{"_id": "GOOGL20230712", "title": "GOOGL Critical Accounting Estimates", "text": "For a summary of significant accounting policies and the effect on our financial statements, see Note 1 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230714", "title": "GOOGL Fair Value Measurements of Non-Marketable Equity Securities", "text": "We measure certain financial instruments at fair value on a nonrecurring basis, consisting primarily of our non-marketable equity securities. These investments are accounted for under the measurement alternative method (\"the measurement alternative\") and are measured at cost, less impairment, subject to upward and downward adjustments resulting from observable price changes for identical or similar investments of the same issuer. These adjustments require quantitative assessments of the fair value of our securities, which may require the use of unobservable inputs. Adjustments are determined primarily based on a market approach as of the transaction date and involve the use of estimates using the best information available, which may include cash flow projections or other available market data."}
-{"_id": "GOOGL20230715", "title": "GOOGL Fair Value Measurements of Non-Marketable Equity Securities", "text": "Non-marketable equity securities are also evaluated for impairment, based on qualitative factors including the companies' financial and liquidity position and access to capital resources, among others. When indicators of impairment exist, we prepare quantitative measurements of the fair value of our equity investments using a market approach or an income approach, which requires judgment and the use of unobservable inputs, including discount rates, investee revenues and costs, and comparable market data of private and public companies, among others."}
-{"_id": "GOOGL20230716", "title": "GOOGL Fair Value Measurements of Non-Marketable Equity Securities", "text": "43."}
-{"_id": "GOOGL20230717", "title": "GOOGL Fair Value Measurements of Non-Marketable Equity Securities", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230718", "title": "GOOGL Fair Value Measurements of Non-Marketable Equity Securities", "text": "When the quantitative remeasurements of fair value indicate an impairment exists, we write down the investment to its current fair value."}
-{"_id": "GOOGL20230719", "title": "GOOGL Fair Value Measurements of Non-Marketable Equity Securities", "text": "We also have compensation arrangements with payouts based on realized returns from certain investments, i.e. performance fees. We record compensation expense based on the estimated payouts on an ongoing basis, which may result in expense recognized before investment returns are realized and compensation is paid and may require the use of unobservable inputs."}
-{"_id": "GOOGL20230721", "title": "GOOGL Property and Equipment", "text": "We assess the reasonableness of the useful lives of our property and equipment periodically as well as when other changes occur, such as when there are changes to ongoing business operations, changes in the planned use and utilization of assets, or technological advancements, that could indicate a change in the period over which we expect to benefit from the assets."}
-{"_id": "GOOGL20230723", "title": "GOOGL Income Taxes", "text": "We are subject to income taxes in the U.S. and foreign jurisdictions. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes."}
-{"_id": "GOOGL20230724", "title": "GOOGL Income Taxes", "text": "Recording an uncertain tax position involves various qualitative considerations, including evaluation of comparable and resolved tax exposures, applicability of tax laws, and likelihood of settlement. We evaluate uncertain tax positions periodically, considering changes in facts and circumstances, such as new regulations or recent judicial opinions, as well as the status of audit activities by taxing authorities. Although we believe we have adequately reserved for our uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes and the effective tax rate in the period in which such determination is made."}
-{"_id": "GOOGL20230725", "title": "GOOGL Income Taxes", "text": "The provision for income taxes includes the effect of reserve provisions and changes to reserves as well as the related net interest and penalties. In addition, we are subject to the continuous examination of our income tax returns by the IRS and other tax authorities which may assert assessments against us. We regularly assess the likelihood of adverse outcomes resulting from these examinations and assessments to determine the adequacy of our provision for income taxes."}
-{"_id": "GOOGL20230727", "title": "GOOGL Loss Contingencies", "text": "We are regularly subject to claims, lawsuits, regulatory and government investigations, other proceedings, and consent orders involving competition, intellectual property, privacy, data security, tax and related compliance, labor and employment, commercial disputes, content generated by our users, goods and services offered by advertisers or publishers using our platforms, personal injury consumer protection, and other matters. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. We record a liability when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the possible loss in Note 10 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230728", "title": "GOOGL Loss Contingencies", "text": "We evaluate, on a regular basis, developments in our legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and make adjustments and changes to our disclosures. Significant judgment is required to determine both the likelihood and the estimated amount of a loss related to such matters. Until the final resolution of such matters, there may be an exposure to loss in excess of the amount recorded, and such amounts could be material."}
-{"_id": "GOOGL20230730", "title": "GOOGL Change in Accounting Estimate", "text": "In January 2023, we completed an assessment of the useful lives of our servers and network equipment resulting in a change in the estimated useful life of our servers and certain network equipment to six years. This change in accounting estimate was effective beginning fiscal year 2023. For additional information, see Note 1 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230731", "title": "GOOGL Change in Accounting Estimate", "text": "44."}
-{"_id": "GOOGL20230732", "title": "GOOGL Change in Accounting Estimate", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230734", "title": "GOOGL AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK", "text": "We are exposed to financial market risks, including changes in foreign currency exchange rates, interest rates, and equity investment risks."}
-{"_id": "GOOGL20230736", "title": "GOOGL Foreign Currency Exchange Risk", "text": "We transact business globally in multiple currencies. International revenues, as well as costs and expenses denominated in foreign currencies, expose us to the risk of fluctuations in foreign currency exchange rates against the U.S. dollar. As discussed below, we enter into derivative instruments to hedge foreign currency risk. Principal currencies hedged included the Australian dollar, British pound, Canadian dollar, Euro, and Japanese yen. For the purpose of analyzing foreign currency exchange risk, we considered the historical trends in foreign currency exchange rates and determined that it was reasonably possible that adverse changes in exchange rates of 10% could be experienced."}
-{"_id": "GOOGL20230737", "title": "GOOGL Foreign Currency Exchange Risk", "text": "We use foreign currency forward and option contracts to offset the foreign exchange risk on assets and liabilities denominated in currencies other than the functional currency of the subsidiary. These forward and option contracts reduce, but do not entirely eliminate, the effect of foreign currency exchange rate movements on our assets and liabilities. The foreign currency gains and losses on these assets and liabilities are recorded in OI&E, which are offset by the gains and losses on the forward and option contracts."}
-{"_id": "GOOGL20230738", "title": "GOOGL Foreign Currency Exchange Risk", "text": "If an adverse 10% foreign currency exchange rate change was applied to total monetary assets, liabilities, and commitments denominated in currencies other than the functional currencies at the balance sheet date, it would have resulted in an adverse effect on income before income taxes of approximately $136 million and $503 million as of December 31, 2022 and 2023, respectively, after consideration of the effect of foreign exchange contracts in place for the years ended December 31, 2022 and 2023."}
-{"_id": "GOOGL20230739", "title": "GOOGL Foreign Currency Exchange Risk", "text": "We use foreign currency forward and option contracts, including collars (an option strategy comprised of a combination of purchased and written options) to protect forecasted U.S. dollar-equivalent earnings from changes in foreign currency exchange rates. When the U.S. dollar strengthens, gains from foreign currency forward and option contacts reduce the foreign currency losses related to our earnings. When the U.S. dollar weakens, losses from foreign currency forward and option contracts offset the foreign currency gains related to our earnings. These hedging contracts reduce, but do not entirely eliminate, the effect of foreign currency exchange rate movements. We designate these contracts as cash flow hedges for accounting purposes. We reflect the gains or losses of foreign currency spot rate changes as a component of accumulated other comprehensive income (AOCI) and subsequently reclassify them into revenues to offset the hedged exposures as they occur."}
-{"_id": "GOOGL20230740", "title": "GOOGL Foreign Currency Exchange Risk", "text": "If the U.S. dollar weakened by 10% as of December 31, 2022 and 2023, the amount recorded in AOCI related to our cash flow hedges before tax effect would have been approximately $1.3 billion and $1.5 billion lower as of December 31, 2022 and 2023, respectively. The change in the value recorded in AOCI would be expected to offset a corresponding foreign currency change in forecasted hedged revenues when recognized."}
-{"_id": "GOOGL20230741", "title": "GOOGL Foreign Currency Exchange Risk", "text": "We use foreign exchange forward contracts designated as net investment hedges to hedge the foreign currency risks related to investment in foreign subsidiaries. These forward contracts serve to offset the foreign currency translation risk from our foreign operations."}
-{"_id": "GOOGL20230742", "title": "GOOGL Foreign Currency Exchange Risk", "text": "If the U.S. dollar weakened by 10%, the amount recorded in cumulative translation adjustment (CTA) within AOCI related to our net investment hedges before tax effect would have been approximately $903 million and $946 million lower as of December 31, 2022 and 2023, respectively. The change in value recorded in CTA would be expected to offset a corresponding foreign currency translation gain or loss from our investment in foreign subsidiaries."}
-{"_id": "GOOGL20230744", "title": "GOOGL Interest Rate Risk", "text": "Our Corporate Treasury investment strategy is to achieve a return that will allow us to preserve capital and maintain liquidity. We invest primarily in debt securities, including government bonds, corporate debt securities, mortgage-backed and asset-backed securities, money market and other funds, time deposits, and interest rate derivatives. By policy, we limit the amount of credit exposure to any one issuer. Our investments in both fixed rate and floating rate interest earning securities carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely affected due to a rise in interest rates, while floating rate securities may produce less income than predicted if interest rates fall. Unrealized gains or losses on our marketable debt securities are primarily due to interest rate fluctuations as compared to interest rates at the time of purchase. For certain fixed and variable rate debt securities, we have elected the fair value option for which changes in fair value are recorded in OI&E. We measure securities for which we have not elected the fair value option at fair value with gains and losses recorded in AOCI until the securities are sold, less any expected credit losses."}
-{"_id": "GOOGL20230745", "title": "GOOGL Interest Rate Risk", "text": "45."}
-{"_id": "GOOGL20230746", "title": "GOOGL Interest Rate Risk", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230750", "title": "GOOGL Interest Rate Risk", "text": "We use value-at-risk (VaR) analysis to determine the potential effect of fluctuations in interest rates on the value of our marketable debt security portfolio. The VaR is the expected loss in fair value, for a given confidence interval, for our investment portfolio due to adverse movements in interest rates. We use a variance/covariance VaR model with 95% confidence interval. The estimated one-day loss in fair value of marketable debt securities as of December 31, 2022 and 2023 are shown below (in millions): ######As of December 31,##########12-Month Average As of December 31,#### ####2022######2023####2022######2023 Risk category - interest rate##$##256####$##296##$##198####$##271"}
-{"_id": "GOOGL20230751", "title": "GOOGL Interest Rate Risk", "text": "Actual future gains and losses associated with our marketable debt security portfolio may differ materially from the sensitivity analyses performed as of December 31, 2022 and 2023 due to the inherent limitations associated with predicting the timing and amount of changes in interest rates and our actual exposures and positions. VaR analysis is not intended to represent actual losses but is used as a risk estimation."}
-{"_id": "GOOGL20230753", "title": "GOOGL Equity Investment Risk", "text": "Our marketable and non-marketable equity securities are subject to a wide variety of market-related risks that could substantially reduce or increase the fair value of our holdings."}
-{"_id": "GOOGL20230754", "title": "GOOGL Equity Investment Risk", "text": "Our marketable equity securities are publicly traded stocks or funds and our non-marketable equity securities are investments in privately held companies, some of which are in the startup or development stages."}
-{"_id": "GOOGL20230755", "title": "GOOGL Equity Investment Risk", "text": "We record marketable equity securities not accounted for under the equity method at fair value based on readily determinable market values, of which publicly traded stocks and mutual funds are subject to market price volatility, and represent $5.2 billion and $6.0 billion of our investments as of December 31, 2022 and 2023, respectively. A hypothetical adverse price change of 10% on our December 31, 2023 balance would decrease the fair value of marketable equity securities by $597 million. From time to time, we may enter into derivatives to hedge the market price risk on certain of our marketable equity securities."}
-{"_id": "GOOGL20230756", "title": "GOOGL Equity Investment Risk", "text": "Our non-marketable equity securities not accounted for under the equity method are adjusted to fair value for observable transactions for identical or similar investments of the same issuer or impairment (referred to as the measurement alternative). The fair value measured at the time of the observable transaction is not necessarily an indication of the current fair value as of the balance sheet date. These investments, especially those that are in the early stages, are inherently risky because the technologies or products these companies have under development are typically in the early phases and may never materialize, and they may experience a decline in financial condition, which could result in a loss of a substantial part of our investment in these companies. Valuations of our equity investments in private companies are inherently more complex due to the lack of readily available market data and observable transactions at lower valuations could result in significant losses. In addition, global economic conditions could result in additional volatility. The success of our investment in any private company is also typically dependent on the likelihood of our ability to realize appreciation in the value of investments through liquidity events such as public offerings, acquisitions, private sales or other market events. Changes in the valuation of non-marketable equity securities may not directly correlate with changes in valuation of marketable equity securities. As of December 31, 2022 and 2023, the carrying value of our non-marketable equity securities, which were accounted for under the measurement alternative, was $28.5 billion and $28.8 billion, respectively."}
-{"_id": "GOOGL20230757", "title": "GOOGL Equity Investment Risk", "text": "The carrying values of our equity method investments, which totaled approximately $1.7 billion as of December 31, 2022 and 2023, generally do not fluctuate based on market price changes. However, these investments could be impaired if the carrying value exceeds the fair value and is not expected to recover."}
-{"_id": "GOOGL20230758", "title": "GOOGL Equity Investment Risk", "text": "For additional information about our equity investments, see Note 1 and Note 3 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20230759", "title": "GOOGL Equity Investment Risk", "text": "46."}
-{"_id": "GOOGL20230760", "title": "GOOGL Equity Investment Risk", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230762", "title": "GOOGL STATEMENTS AND SUPPLEMENTARY DATA", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230771", "title": "GOOGL INDEX TO CONSOLIDATED FINANCIAL STATEMENTS", "text": " ##Page Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)##48 Financial Statements:## Consolidated Balance Sheets##51 Consolidated Statements of Income##52 Consolidated Statements of Comprehensive Income##53 Consolidated Statements of Stockholders\u2019 Equity##54 Consolidated Statements of Cash Flows##55"}
-{"_id": "GOOGL20230773", "title": "GOOGL Notes to Consolidated Financial Statements##56", "text": "47."}
-{"_id": "GOOGL20230774", "title": "GOOGL Notes to Consolidated Financial Statements##56", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230776", "title": "GOOGL REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM", "text": "To the Stockholders and the Board of Directors of Alphabet Inc."}
-{"_id": "GOOGL20230778", "title": "GOOGL Opinion on the Financial Statements", "text": "We have audited the accompanying consolidated balance sheets of Alphabet Inc. (the Company) as of December 31, 2022 and 2023, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15 (collectively referred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles."}
-{"_id": "GOOGL20230779", "title": "GOOGL Opinion on the Financial Statements", "text": "We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control\u2014Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated January 30, 2024 expressed an unqualified opinion thereon."}
-{"_id": "GOOGL20230781", "title": "GOOGL Basis for Opinion", "text": "These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "GOOGL20230782", "title": "GOOGL Basis for Opinion", "text": "We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion."}
-{"_id": "GOOGL20230784", "title": "GOOGL Critical Audit Matter", "text": "The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates."}
-{"_id": "GOOGL20230785", "title": "GOOGL Critical Audit Matter", "text": "48."}
-{"_id": "GOOGL20230786", "title": "GOOGL Critical Audit Matter", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230787", "title": "GOOGL Critical Audit Matter", "text": "Loss Contingencies Description of the Matter The Company is regularly subject to claims, lawsuits, regulatory and government investigations, other proceedings, and consent orders involving competition, intellectual property, data privacy and security, tax and related compliance, labor and employment, commercial disputes, content generated by its users, goods and services offered by advertisers or publishers using their platforms, personal injury, consumer protection, and other matters. As described in Note 10 to the consolidated financial statements \u201cCommitments and contingencies\u201d such claims, lawsuits, regulatory and government investigations, other proceedings, and consent orders could result in adverse consequences.   Significant judgment is required to determine both the likelihood, and the estimated amount, of a loss related to such matters. Auditing management\u2019s accounting for and disclosure of loss contingencies from these matters involved challenging and subjective auditor judgment in assessing the Company\u2019s evaluation of the probability of a loss, and the estimated amount or range of loss."}
-{"_id": "GOOGL20230788", "title": "GOOGL Critical Audit Matter", "text": "How We Addressed the Matter in Our Audit We tested relevant controls over the identified risks associated with management\u2019s accounting for and disclosure of these matters. This included controls over management\u2019s assessment of the probability of incurrence of a loss and whether the loss or range of loss was reasonably estimable and the development of related disclosures.   Our audit procedures included gaining an understanding of previous rulings and the status of ongoing lawsuits, reviewing letters addressing the matters from internal and external legal counsel, meeting with internal legal counsel to discuss the allegations, and obtaining a representation letter from management on these matters. We also evaluated the Company\u2019s disclosures in relation to these matters."}
-{"_id": "GOOGL20230790", "title": "GOOGL /s/ Ernst & Young LLP", "text": "We have served as the Company's auditor since 1999."}
-{"_id": "GOOGL20230793", "title": "GOOGL January 30, 2024", "text": "49."}
-{"_id": "GOOGL20230794", "title": "GOOGL January 30, 2024", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230796", "title": "GOOGL REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM", "text": "To the Stockholders and the Board of Directors of Alphabet Inc."}
-{"_id": "GOOGL20230798", "title": "GOOGL Opinion on Internal Control Over Financial Reporting", "text": "We have audited Alphabet Inc.\u2019s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control\u2014Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Alphabet Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria."}
-{"_id": "GOOGL20230799", "title": "GOOGL Opinion on Internal Control Over Financial Reporting", "text": "We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2023 consolidated financial statements of the Company and our report dated January 30, 2024 expressed an unqualified opinion thereon."}
-{"_id": "GOOGL20230801", "title": "GOOGL Basis for Opinion", "text": "The Company\u2019s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management\u2019s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company\u2019s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "GOOGL20230802", "title": "GOOGL Basis for Opinion", "text": "We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects."}
-{"_id": "GOOGL20230803", "title": "GOOGL Basis for Opinion", "text": "Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion."}
-{"_id": "GOOGL20230805", "title": "GOOGL Definition and Limitations of Internal Control Over Financial Reporting", "text": "A company\u2019s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company\u2019s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company\u2019s assets that could have a material effect on the financial statements."}
-{"_id": "GOOGL20230806", "title": "GOOGL Definition and Limitations of Internal Control Over Financial Reporting", "text": "Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate."}
-{"_id": "GOOGL20230810", "title": "GOOGL January 30, 2024", "text": "50."}
-{"_id": "GOOGL20230811", "title": "GOOGL January 30, 2024", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230812", "title": "GOOGL January 30, 2024", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230854", "title": "GOOGL CONSOLIDATED BALANCE SHEETS (in millions, except par value per share amounts)", "text": " ######As of December 31,#### ####2022######2023 Assets########## Current assets:########## Cash and cash equivalents##$##21,879####$##24,048 Marketable securities####91,883######86,868 Total cash, cash equivalents, and marketable securities####113,762######110,916 Accounts receivable, net####40,258######47,964 Other current assets####10,775######12,650 Total current assets####164,795######171,530 Non-marketable securities####30,492######31,008 Deferred income taxes####5,261######12,169 Property and equipment, net####112,668######134,345 Operating lease assets####14,381######14,091 Goodwill####28,960######29,198 Other non-current assets####8,707######10,051 Total assets##$##365,264####$##402,392 Liabilities and Stockholders\u2019 Equity########## Current liabilities:########## Accounts payable##$##5,128####$##7,493 Accrued compensation and benefits####14,028######15,140 Accrued expenses and other current liabilities####37,866######46,168 Accrued revenue share####8,370######8,876 Deferred revenue####3,908######4,137 Total current liabilities####69,300######81,814 Long-term debt####14,701######13,253 Deferred revenue, non-current####599######911 Income taxes payable, non-current####9,258######8,474 Deferred income taxes####514######485 Operating lease liabilities####12,501######12,460 Other long-term liabilities####2,247######1,616 Total liabilities####109,120######119,013 Commitments and Contingencies (Note 10)########## Stockholders\u2019 equity:########## Preferred stock, $0.001 par value per share, 100 shares authorized; no shares issued and outstanding####0######0 Class A, Class B, and Class C stock and additional paid-in capital, $0.001 par value per share: 300,000 shares authorized (Class A 180,000, Class B 60,000, Class C 60,000); 12,849 (Class A 5,964, Class B 883, Class C 6,002) and 12,460 (Class A 5,899, Class B 870, Class C 5,691) shares issued and outstanding####68,184######76,534 Accumulated other comprehensive income (loss)####(7,603)######(4,402) Retained earnings####195,563######211,247 Total stockholders\u2019 equity####256,144######283,379 Total liabilities and stockholders\u2019 equity##$##365,264####$##402,392"}
-{"_id": "GOOGL20230855", "title": "GOOGL CONSOLIDATED BALANCE SHEETS (in millions, except par value per share amounts)", "text": "See accompanying notes."}
-{"_id": "GOOGL20230856", "title": "GOOGL CONSOLIDATED BALANCE SHEETS (in millions, except par value per share amounts)", "text": "51."}
-{"_id": "GOOGL20230857", "title": "GOOGL CONSOLIDATED BALANCE SHEETS (in millions, except par value per share amounts)", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230858", "title": "GOOGL CONSOLIDATED BALANCE SHEETS (in millions, except par value per share amounts)", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230876", "title": "GOOGL CONSOLIDATED STATEMENTS OF INCOME (in millions, except per share amounts)", "text": " ########Year Ended December 31,#### ####2021####2022####2023 Revenues##$##257,637##$##282,836##$##307,394 Costs and expenses:############ Cost of revenues####110,939####126,203####133,332 Research and development####31,562####39,500####45,427 Sales and marketing####22,912####26,567####27,917 General and administrative####13,510####15,724####16,425 Total costs and expenses####178,923####207,994####223,101 Income from operations####78,714####74,842####84,293 Other income (expense), net####12,020####(3,514)####1,424 Income before income taxes####90,734####71,328####85,717 Provision for income taxes####14,701####11,356####11,922 Net income##$##76,033##$##59,972##$##73,795 Basic net income per share of Class A, Class B, and Class C stock##$##5.69##$##4.59##$##5.84 Diluted net income per share of Class A, Class B, and Class C stock##$##5.61##$##4.56##$##5.80"}
-{"_id": "GOOGL20230877", "title": "GOOGL CONSOLIDATED STATEMENTS OF INCOME (in millions, except per share amounts)", "text": "See accompanying notes."}
-{"_id": "GOOGL20230878", "title": "GOOGL CONSOLIDATED STATEMENTS OF INCOME (in millions, except per share amounts)", "text": "52."}
-{"_id": "GOOGL20230879", "title": "GOOGL CONSOLIDATED STATEMENTS OF INCOME (in millions, except per share amounts)", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230880", "title": "GOOGL CONSOLIDATED STATEMENTS OF INCOME (in millions, except per share amounts)", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230897", "title": "GOOGL CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions)", "text": " ########Year Ended December 31,#### ####2021####2022####2023 Net income##$##76,033##$##59,972##$##73,795 Other comprehensive income (loss):############ Change in foreign currency translation adjustment####(1,442)####(1,836)####735 Available-for-sale investments:############ Change in net unrealized gains (losses)####(1,312)####(4,720)####1,344 Less: reclassification adjustment for net (gains) losses included in net income####(64)####1,007####1,168 Net change, net of income tax benefit (expense) of $394, $1,056, and $(698)####(1,376)####(3,713)####2,512 Cash flow hedges:############ Change in net unrealized gains (losses)####716####1,275####168 Less: reclassification adjustment for net (gains) losses included in net income####(154)####(1,706)####(214) Net change, net of income tax benefit (expense) of $(122), $110, and $2####562####(431)####(46) Other comprehensive income (loss)####(2,256)####(5,980)####3,201 Comprehensive income##$##73,777##$##53,992##$##76,996"}
-{"_id": "GOOGL20230898", "title": "GOOGL CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions)", "text": "See accompanying notes."}
-{"_id": "GOOGL20230899", "title": "GOOGL CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions)", "text": "53."}
-{"_id": "GOOGL20230900", "title": "GOOGL CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions)", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230901", "title": "GOOGL CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions)", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230929", "title": "GOOGL CONSOLIDATED STATEMENTS OF STOCKHOLDERS\u2019 EQUITY (in millions)", "text": " ####Class A, Class B, Class C Stock and Additional Paid-In Capital#### ##Shares######Amount Balance as of December 31, 2020##13,504####$##58,510 Stock issued##145######12 Stock-based compensation expense##0######15,539 Tax withholding related to vesting of restricted stock units and other##0######(10,273) Repurchases of stock##(407)######(2,324) Sale of interest in consolidated entities##0######310 Net income##0######0 Other comprehensive income (loss)##0######0 Balance as of December 31, 2021##13,242######61,774 Stock issued##137######8 Stock-based compensation expense##0######19,525 Tax withholding related to vesting of restricted stock units and other##0######(9,754) Repurchases of stock##(530)######(3,404) Sale of interest in consolidated entities##0######35 Net income##0######0 Other comprehensive income (loss)##0######0 Balance as of December 31, 2022##12,849######68,184 Stock issued##139######0 Stock-based compensation expense##0######22,578 Tax withholding related to vesting of restricted stock units and other##0######(10,164) Repurchases of stock##(528)######(4,064) Net income##0######0 Other comprehensive income (loss)##0######0 Balance as of December 31, 2023##12,460####$##76,534"}
-{"_id": "GOOGL20230930", "title": "GOOGL CONSOLIDATED STATEMENTS OF STOCKHOLDERS\u2019 EQUITY (in millions)", "text": "See accompanying notes."}
-{"_id": "GOOGL20230931", "title": "GOOGL CONSOLIDATED STATEMENTS OF STOCKHOLDERS\u2019 EQUITY (in millions)", "text": "54."}
-{"_id": "GOOGL20230932", "title": "GOOGL CONSOLIDATED STATEMENTS OF STOCKHOLDERS\u2019 EQUITY (in millions)", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230933", "title": "GOOGL CONSOLIDATED STATEMENTS OF STOCKHOLDERS\u2019 EQUITY (in millions)", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230976", "title": "GOOGL CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions)", "text": " ########Year Ended December 31,#### ####2021####2022####2023 Operating activities############ Net income##$##76,033##$##59,972##$##73,795 Adjustments:############ Depreciation of property and equipment####10,273####13,475####11,946 Stock-based compensation expense####15,376####19,362####22,460 Deferred income taxes####1,808####(8,081)####(7,763) (Gain) loss on debt and equity securities, net####(12,270)####5,519####823 Other####1,955####3,483####4,330 Changes in assets and liabilities, net of effects of acquisitions:############ Accounts receivable, net####(9,095)####(2,317)####(7,833) Income taxes, net####(625)####584####523 Other assets####(1,846)####(5,046)####(2,143) Accounts payable####283####707####664 Accrued expenses and other liabilities####7,304####3,915####3,937 Accrued revenue share####1,682####(445)####482 Deferred revenue####774####367####525 Net cash provided by operating activities####91,652####91,495####101,746 Investing activities############ Purchases of property and equipment####(24,640)####(31,485)####(32,251) Purchases of marketable securities####(135,196)####(78,874)####(77,858) Maturities and sales of marketable securities####128,294####97,822####86,672 Purchases of non-marketable securities####(2,838)####(2,531)####(3,027) Maturities and sales of non-marketable securities####934####150####947 Acquisitions, net of cash acquired, and purchases of intangible assets####(2,618)####(6,969)####(495) Other investing activities####541####1,589####(1,051) Net cash used in investing activities####(35,523)####(20,298)####(27,063) Financing activities############ Net payments related to stock-based award activities####(10,162)####(9,300)####(9,837) Repurchases of stock####(50,274)####(59,296)####(61,504) Proceeds from issuance of debt, net of costs####20,199####52,872####10,790 Repayments of debt####(21,435)####(54,068)####(11,550) Proceeds from sale of interest in consolidated entities, net####310####35####8 Net cash used in financing activities####(61,362)####(69,757)####(72,093) Effect of exchange rate changes on cash and cash equivalents####(287)####(506)####(421) Net increase (decrease) in cash and cash equivalents####(5,520)####934####2,169 Cash and cash equivalents at beginning of period####26,465####20,945####21,879 Cash and cash equivalents at end of period##$##20,945##$##21,879##$##24,048 Supplemental disclosures of cash flow information############ Cash paid for income taxes, net of refunds##$##13,412##$##18,892##$##19,164"}
-{"_id": "GOOGL20230977", "title": "GOOGL CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions)", "text": "See accompanying notes."}
-{"_id": "GOOGL20230978", "title": "GOOGL CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions)", "text": "55."}
-{"_id": "GOOGL20230979", "title": "GOOGL CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions)", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230980", "title": "GOOGL CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions)", "text": "Alphabet Inc."}
-{"_id": "GOOGL20230984", "title": "GOOGL Nature of Operations", "text": "Google was incorporated in California in September 1998 and re-incorporated in the State of Delaware in August 2003. In 2015, we implemented a holding company reorganization, and as a result, Alphabet Inc. (\"Alphabet\") became the successor issuer to Google."}
-{"_id": "GOOGL20230985", "title": "GOOGL Nature of Operations", "text": "We generate revenues by delivering relevant, cost-effective online advertising; cloud-based solutions that provide enterprise customers with infrastructure and platform services as well as communication and collaboration tools; sales of other products and services, such as fees received for consumer subscription-based products, apps and in-app purchases, and devices."}
-{"_id": "GOOGL20230987", "title": "GOOGL Basis of Consolidation", "text": "The consolidated financial statements of Alphabet include the accounts of Alphabet and entities consolidated under the variable interest and voting models. Intercompany balances and transactions have been eliminated."}
-{"_id": "GOOGL20230989", "title": "GOOGL Use of Estimates", "text": "Preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates due to uncertainties. On an ongoing basis, we evaluate our estimates, including those related to the allowance for credit losses; content licenses; contingent liabilities; fair values of financial instruments and goodwill; income taxes; inventory; and useful lives of property and equipment, among others. We base our estimates on assumptions, both historical and forward looking, that are believed to be reasonable, and the results of which form the basis for making judgments about the carrying values of assets and liabilities."}
-{"_id": "GOOGL20230990", "title": "GOOGL Use of Estimates", "text": "In January 2023, we completed an assessment of the useful lives of our servers and network equipment and adjusted the estimated useful life of our servers from four years to six years and the estimated useful life of certain network equipment from five years to six years. This change in accounting estimate was effective beginning in fiscal year 2023. Based on the carrying value of servers and certain network equipment as of December 31, 2022, and those placed in service during the year ended December 31, 2023, the effect of this change in estimate was a reduction in depreciation expense of $3.9 billion and an increase in net income of $3.0 billion, or $0.24 per basic and $0.24 per diluted share, for the year ended December 31, 2023."}
-{"_id": "GOOGL20230992", "title": "GOOGL Revenue Recognition", "text": "Revenues are recognized when control of the promised goods or services is transferred to our customers, and the collectibility of an amount that we expect in exchange for those goods or services is probable. Sales and other similar taxes are excluded from revenues."}
-{"_id": "GOOGL20230997", "title": "GOOGL Advertising Revenues", "text": "We generate advertising revenues primarily by delivering advertising on: \u2022Google Search and other properties, including revenues from traffic generated by search distribution partners who use Google.com as their default search in browsers, toolbars, etc. and other Google owned and operated properties like Gmail, Google Maps, and Google Play; \u2022YouTube properties; and \u2022Google Network properties, including revenues from Google Network properties participating in AdMob, AdSense, and Google Ad Manager."}
-{"_id": "GOOGL20230998", "title": "GOOGL Advertising Revenues", "text": "Our customers generally purchase advertising inventory through Google Ads, Google Ad Manager, Google Display & Video 360, and Google Marketing Platform, among others."}
-{"_id": "GOOGL20230999", "title": "GOOGL Advertising Revenues", "text": "We offer advertising by delivering both performance and brand advertising. We recognize revenues for performance advertising when a user engages with the advertisement. For brand advertising, we recognize revenues when the ad is displayed, or a user views the ad."}
-{"_id": "GOOGL20231000", "title": "GOOGL Advertising Revenues", "text": "For ads placed on Google Network properties, we evaluate whether we are the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis). Generally, we report advertising revenues for ads placed on Google Network properties on a gross basis, that is, the amounts billed to our customers are recorded as revenues,"}
-{"_id": "GOOGL20231001", "title": "GOOGL Advertising Revenues", "text": "56."}
-{"_id": "GOOGL20231002", "title": "GOOGL Advertising Revenues", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231003", "title": "GOOGL Advertising Revenues", "text": "and amounts paid to Google Network partners are recorded as cost of revenues. Where we are the principal, we control the advertising inventory before it is transferred to our customers. Our control is evidenced by our sole ability to monetize the advertising inventory before it is transferred to our customers and is further supported by us being primarily responsible to our customers and having a level of discretion in establishing pricing."}
-{"_id": "GOOGL20231009", "title": "GOOGL Google Subscriptions, Platforms, and Devices", "text": "Google subscriptions, platforms, and devices revenues consist of revenues from: \u2022consumer subscriptions, which primarily include revenues from YouTube services, such YouTube TV, YouTube Music and Premium, and NFL Sunday Ticket, as well as Google One; \u2022platforms, which primarily include revenues from Google Play from the sales of apps and in-app purchases; \u2022devices, which primarily include sales of the Pixel family of devices; and \u2022other products and services."}
-{"_id": "GOOGL20231010", "title": "GOOGL Google Subscriptions, Platforms, and Devices", "text": "Subscription revenues are recognized ratably over the period of the subscription, primarily monthly. We report revenues from Google Play app sales and in-app purchases on a net basis, because our performance obligation is to facilitate a transaction between app developers and end users, for which we earn a service fee."}
-{"_id": "GOOGL20231015", "title": "GOOGL Google Cloud Revenues", "text": "Google Cloud revenues consist of revenues from: \u2022Google Cloud Platform, which generates consumption-based fees and subscriptions for infrastructure, platform, and other services. These services provide access to solutions such as cybersecurity, databases, analytics, and AI offerings including our AI infrastructure, Vertex AI platform, and Duet AI for Google Cloud; \u2022Google Workspace, which includes subscriptions for cloud-based communication and collaboration tools for enterprises, such as Calendar, Gmail, Docs, Drive, and Meet, with integrated features like Duet AI in Google Workspace; and \u2022other enterprise services."}
-{"_id": "GOOGL20231016", "title": "GOOGL Google Cloud Revenues", "text": "Our cloud services are generally provided on either a consumption or subscription basis and may have contract terms longer than a year. Revenues related to cloud services provided on a consumption basis are recognized when the customer utilizes the services, based on the quantity of services consumed. Revenues related to cloud services provided on a subscription basis are recognized ratably over the contract term as the customer receives and consumes the benefits of the cloud services."}
-{"_id": "GOOGL20231018", "title": "GOOGL Arrangements with Multiple Performance Obligations", "text": "Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenues to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the prices charged to customers."}
-{"_id": "GOOGL20231020", "title": "GOOGL Customer Incentives and Credits", "text": "Certain customers receive cash-based incentives or credits, which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and reduce revenues. We believe that there will not be significant changes to our estimates of variable consideration."}
-{"_id": "GOOGL20231022", "title": "GOOGL Sales Commissions", "text": "We expense sales commissions when incurred when the period of the expected benefit is one year or less. We recognize an asset for certain sales commissions and amortize if the expected benefit period is greater than one year. These costs are recorded within sales and marketing expenses."}
-{"_id": "GOOGL20231025", "title": "GOOGL Cost of Revenues", "text": "Cost of revenues consists of TAC and other costs of revenues. \u2022TAC includes:"}
-{"_id": "GOOGL20231026", "title": "GOOGL Cost of Revenues", "text": "\u25e6amounts paid to our distribution partners who make available our search access points and services. Our distribution partners include browser providers, mobile carriers, original equipment manufacturers, and software developers; and"}
-{"_id": "GOOGL20231027", "title": "GOOGL Cost of Revenues", "text": "\u25e6amounts paid to Google Network partners primarily for ads displayed on their properties."}
-{"_id": "GOOGL20231028", "title": "GOOGL Cost of Revenues", "text": "57."}
-{"_id": "GOOGL20231030", "title": "GOOGL Cost of Revenues", "text": "Alphabet Inc. \u2022Other cost of revenues includes:"}
-{"_id": "GOOGL20231031", "title": "GOOGL Cost of Revenues", "text": "\u25e6compensation expense related to our data centers and other operations such as content review and customer and product support;"}
-{"_id": "GOOGL20231032", "title": "GOOGL Cost of Revenues", "text": "\u25e6content acquisition costs, which are payments to content providers from whom we license video and other content for distribution on YouTube and Google Play (we pay fees to these content providers based on revenues generated or a flat fee);"}
-{"_id": "GOOGL20231034", "title": "GOOGL \u25e6depreciation expense related to our technical infrastructure; and", "text": "\u25e6inventory and other costs related to the devices we sell."}
-{"_id": "GOOGL20231036", "title": "GOOGL Software Development Costs", "text": "We expense software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products. As a result, development costs that meet the criteria for capitalization were not material for the periods presented."}
-{"_id": "GOOGL20231037", "title": "GOOGL Software Development Costs", "text": "Software development costs also include costs to develop software to be used solely to meet internal needs and cloud-based applications used to deliver our services. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended. Costs capitalized for developing such software applications were not material for the periods presented."}
-{"_id": "GOOGL20231039", "title": "GOOGL Stock-based Compensation", "text": "Stock-based compensation (SBC) primarily consists of Alphabet restricted stock units (RSUs). RSUs are equity classified and measured at the fair market value of the underlying stock at the grant date. We recognize RSU expense using the straight-line attribution method over the requisite service period and account for forfeitures as they occur."}
-{"_id": "GOOGL20231040", "title": "GOOGL Stock-based Compensation", "text": "For RSUs, shares are issued on the vesting dates net of the applicable statutory income tax withholding to be paid by us on behalf of our employees. As a result, fewer shares are issued than the number of RSUs outstanding, and the income tax withholding is recorded as a reduction to additional paid-in capital."}
-{"_id": "GOOGL20231041", "title": "GOOGL Stock-based Compensation", "text": "Additionally, SBC includes other stock-based awards, such as performance stock units (PSUs) that include market conditions and awards that may be settled in cash or the stock of certain Other Bet companies. PSUs and certain awards granted by Other Bet companies are equity classified and expense is recognized over the requisite service period. Certain awards granted by Other Bet companies are liability classified and remeasured at fair value through settlement. The fair value of awards granted by Other Bet companies is based on the equity valuation of the respective Other Bet company."}
-{"_id": "GOOGL20231043", "title": "GOOGL Advertising and Promotional Expenses", "text": "We expense advertising and promotional costs in the period in which they are incurred. For the years ended December 31, 2021, 2022, and 2023, advertising and promotional expenses totaled approximately $7.9 billion, $9.2 billion, and $8.7 billion, respectively."}
-{"_id": "GOOGL20231045", "title": "GOOGL Performance Fees", "text": "Performance fees refer to compensation arrangements with payouts based on realized returns from certain investments. We record compensation expense based on the estimated payouts on an ongoing basis, which may result in expense recognized before investment returns are realized and compensation is paid and may require the use of unobservable inputs. Performance fees are recorded as a component of OI&E."}
-{"_id": "GOOGL20231047", "title": "GOOGL Fair Value Measurements", "text": "Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value:"}
-{"_id": "GOOGL20231048", "title": "GOOGL Fair Value Measurements", "text": "Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets."}
-{"_id": "GOOGL20231049", "title": "GOOGL Fair Value Measurements", "text": "58."}
-{"_id": "GOOGL20231050", "title": "GOOGL Fair Value Measurements", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231051", "title": "GOOGL Fair Value Measurements", "text": "Level 2 - Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and credit ratings."}
-{"_id": "GOOGL20231052", "title": "GOOGL Fair Value Measurements", "text": "Level 3 - Unobservable inputs that are supported by little or no market activities."}
-{"_id": "GOOGL20231053", "title": "GOOGL Fair Value Measurements", "text": "The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The determination of fair value involves the use of appropriate valuation methods and relevant inputs into valuation models."}
-{"_id": "GOOGL20231054", "title": "GOOGL Fair Value Measurements", "text": "Our financial assets and liabilities that are measured at fair value on a recurring basis include cash equivalents, marketable securities, derivative financial instruments, and certain non-marketable debt securities. Our financial assets measured at fair value on a nonrecurring basis include non-marketable equity securities. Other financial assets and liabilities are carried at cost with fair value disclosed, if required."}
-{"_id": "GOOGL20231055", "title": "GOOGL Fair Value Measurements", "text": "We measure certain other instruments, including SBC awards settled in the stock of Other Bet companies, and certain assets and liabilities acquired in a business combination, also at fair value on a nonrecurring basis."}
-{"_id": "GOOGL20231057", "title": "GOOGL Financial Instruments", "text": "Our financial instruments include cash, cash equivalents, marketable and non-marketable securities, derivative financial instruments and accounts receivable."}
-{"_id": "GOOGL20231059", "title": "GOOGL Credit Risks", "text": "We are subject to credit risk primarily from cash equivalents, marketable debt securities, derivative financial instruments, including foreign exchange contracts, and accounts receivable. We manage our credit risk exposure through timely assessment of our counterparty creditworthiness, credit limits and use of collateral management. Foreign exchange contracts are transacted with various financial institutions with high credit standing. Accounts receivable are typically unsecured and are derived from revenues earned from customers located around the world. We manage our credit risk exposure by performing ongoing evaluations to determine customer credit and we limit the amount of credit we extend. We generally do not require collateral from our customers."}
-{"_id": "GOOGL20231061", "title": "GOOGL Cash Equivalents", "text": "We invest excess cash primarily in government bonds, corporate debt securities, mortgage-backed and asset-backed securities, time deposits, and money market funds."}
-{"_id": "GOOGL20231063", "title": "GOOGL Marketable Securities", "text": "We classify all marketable debt securities that have effective maturities of three months or less from the date of purchase as cash equivalents and those with effective maturities of greater than three months as marketable securities on our Consolidated Balance Sheets. We determine the appropriate classification of our investments in marketable debt securities at the time of purchase and reevaluate such designation at each balance sheet date. We have classified and accounted for our marketable debt securities as available-for-sale. After consideration of our risk versus reward objectives, as well as our liquidity requirements, we may sell these debt securities prior to their effective maturities. As we view these securities as available to support current operations, we classify highly liquid securities with maturities beyond 12 months as current assets under the caption marketable securities on the Consolidated Balance Sheets. We carry these securities at fair value, and report the unrealized gains and losses, net of taxes, as a component of stockholders\u2019 equity, except for the changes in allowance for expected credit losses, which are recorded in OI&E. For certain marketable debt securities we have elected the fair value option, for which changes in fair value are recorded in OI&E. We determine any realized gains or losses on the sale of marketable debt securities on a specific identification method, and we record such gains and losses as a component of OI&E."}
-{"_id": "GOOGL20231064", "title": "GOOGL Marketable Securities", "text": "Our investments in marketable equity securities are measured at fair value with the related gains and losses, including unrealized, recognized in OI&E. We classify our marketable equity securities subject to long-term lock-up restrictions beyond 12 months as other non-current assets on the Consolidated Balance Sheets."}
-{"_id": "GOOGL20231066", "title": "GOOGL Non-Marketable Securities", "text": "Non-marketable securities primarily consist of equity securities. We account for non-marketable equity securities through which we exercise significant influence but do not have control over the investee under the equity method. All other non-marketable equity securities that we hold are primarily accounted for under the measurement alternative. Under the measurement alternative, the carrying value is measured at cost, less any impairment, plus or minus"}
-{"_id": "GOOGL20231067", "title": "GOOGL Non-Marketable Securities", "text": "59."}
-{"_id": "GOOGL20231068", "title": "GOOGL Non-Marketable Securities", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231069", "title": "GOOGL Non-Marketable Securities", "text": "changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. Adjustments are determined primarily based on a market approach as of the transaction date and are recorded as a component of OI&E."}
-{"_id": "GOOGL20231070", "title": "GOOGL Non-Marketable Securities", "text": "Non-marketable securities that do not have effective contractual maturity dates are classified as other non-current assets on the Consolidated Balance Sheets."}
-{"_id": "GOOGL20231072", "title": "GOOGL Derivative Financial Instruments", "text": "See Note 3 for the accounting policy pertaining to derivative financial instruments."}
-{"_id": "GOOGL20231074", "title": "GOOGL Accounts Receivable", "text": "Our payment terms for accounts receivable vary by the types and locations of our customers and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customers, we require payment before the products or services are delivered to the customer. Additionally, accounts receivable includes amounts for services performed in advance of the right to invoice the customer."}
-{"_id": "GOOGL20231075", "title": "GOOGL Accounts Receivable", "text": "We maintain an allowance for credit losses for accounts receivable, which is recorded as an offset to accounts receivable, and changes in such are classified as general and administrative expense in the Consolidated Statements of Income. We assess collectibility by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when we identify specific customers with known disputes or collectibility issues. In determining the amount of the allowance for credit losses, we consider historical collectibility based on past due status and make judgments about the creditworthiness of customers based on ongoing credit evaluations. We also consider customer-specific information, current market conditions, and reasonable and supportable forecasts of future economic conditions."}
-{"_id": "GOOGL20231077", "title": "GOOGL Other", "text": "Our financial instruments also include debt and equity investments in companies with which we also entered into commercial arrangements at or near the same time. For these transactions, judgment is required in assessing the substance of the arrangements, including assessing whether the components of the arrangements should be accounted for as separate transactions under the applicable GAAP, and determining the value of the components of the arrangements, including the fair value of the investments. Additionally, if our investment in such companies becomes impaired, any remaining performance obligations would be reassessed and may be reduced."}
-{"_id": "GOOGL20231079", "title": "GOOGL Impairment of Investments", "text": "We periodically review our debt and non-marketable equity securities for impairment."}
-{"_id": "GOOGL20231080", "title": "GOOGL Impairment of Investments", "text": "For debt securities in an unrealized loss position, we determine whether a credit loss exists. The credit loss is estimated by considering available information relevant to the collectibility of the security and information about past events, current conditions, and reasonable and supportable forecasts. Any credit loss is recorded as a charge to OI&E, not to exceed the amount of the unrealized loss. Unrealized losses other than the credit loss are recognized in AOCI. If we have an intent to sell, or if it is more likely than not that we will be required to sell a debt security in an unrealized loss position before recovery of its amortized cost basis, we will write down the security to its fair value and record the corresponding charge as a component of OI&E."}
-{"_id": "GOOGL20231081", "title": "GOOGL Impairment of Investments", "text": "For non-marketable equity securities, including equity method investments, we consider whether impairment indicators exist by evaluating the companies' financial and liquidity position and access to capital resources, among other indicators. If the assessment indicates that the investment is impaired, we write down the investment to its fair value by recording the corresponding charge as a component of OI&E. We prepare quantitative measurements of the fair value of our equity investments using a market approach or an income approach."}
-{"_id": "GOOGL20231083", "title": "GOOGL Inventory", "text": "Inventory consists primarily of finished goods and is stated at the lower of cost and net realizable value. Cost is computed using the first-in, first-out method."}
-{"_id": "GOOGL20231085", "title": "GOOGL Variable Interest Entities", "text": "We determine at the inception of each arrangement whether an entity in which we have made an investment or in which we have other variable interests is considered a variable interest entity (VIE). We consolidate VIEs when we are the primary beneficiary. We are the primary beneficiary of a VIE when we have the power to direct activities that most significantly affect the economic performance of the VIE and have the obligation to absorb the majority of their losses"}
-{"_id": "GOOGL20231086", "title": "GOOGL Variable Interest Entities", "text": "60."}
-{"_id": "GOOGL20231087", "title": "GOOGL Variable Interest Entities", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231088", "title": "GOOGL Variable Interest Entities", "text": "or benefits. If we are not the primary beneficiary in a VIE, we account for the investment or other variable interests in a VIE in accordance with applicable GAAP."}
-{"_id": "GOOGL20231089", "title": "GOOGL Variable Interest Entities", "text": "Periodically, we assess whether any changes in our interest or relationship with the entity affect our determination of whether the entity is a VIE and, if so, whether we are the primary beneficiary."}
-{"_id": "GOOGL20231091", "title": "GOOGL Property and Equipment", "text": "Property and equipment includes the following categories: land and buildings, information technology assets, construction in progress, leasehold improvements, and furniture and fixtures. Land and buildings include land, offices, data centers, and related building improvements. Information technology assets include servers and network equipment. Construction in progress is the construction or development of property and equipment that have not yet been placed in service."}
-{"_id": "GOOGL20231092", "title": "GOOGL Property and Equipment", "text": "Property and equipment are stated at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets, which we regularly evaluate. Land is not depreciated. We depreciate buildings over periods of seven to 25 years. We depreciate information technology assets generally over a period of six years for servers and network equipment. We depreciate leasehold improvements over the shorter of the remaining lease term or the estimated useful lives of the assets. Depreciation for buildings, information technology assets, leasehold improvements, and furniture and fixtures commences once they are ready for our intended use."}
-{"_id": "GOOGL20231094", "title": "GOOGL Goodwill", "text": "We allocate goodwill to reporting units based on the expected benefit from the business combination. We evaluate our reporting units periodically, as well as when changes in our operating segments occur. For changes in reporting units, we reassign goodwill using a relative fair value allocation approach. We test our goodwill for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. Goodwill impairments were not material for the periods presented."}
-{"_id": "GOOGL20231096", "title": "GOOGL Leases", "text": "We determine if an arrangement is a lease at inception. Our lease agreements generally contain lease and non-lease components. Payments under our lease arrangements are primarily fixed. Non-lease components primarily include payments for maintenance and utilities. We combine fixed payments for non-lease components with lease payments and account for them together as a single lease component which increases the amount of our lease assets and liabilities."}
-{"_id": "GOOGL20231097", "title": "GOOGL Leases", "text": "Certain lease agreements contain variable payments, which are expensed as incurred and not included in the lease assets and liabilities. These amounts primarily include payments affected by the Consumer Price Index, and payments for maintenance and utilities."}
-{"_id": "GOOGL20231098", "title": "GOOGL Leases", "text": "Lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is our incremental borrowing rate, because the interest rate implicit in our leases is not readily determinable. Our incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. Our lease terms include periods under options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We generally use the base, non-cancelable, lease term when determining the lease assets and liabilities. Lease assets also include any prepaid lease payments and lease incentives."}
-{"_id": "GOOGL20231099", "title": "GOOGL Leases", "text": "Operating lease assets and liabilities are included on our Consolidated Balance Sheets. The current portion of our operating lease liabilities is included in accrued expenses and other current liabilities, and the long-term portion is included in operating lease liabilities. Finance lease assets are included in property and equipment, net. Finance lease liabilities are included in accrued expenses and other current liabilities or long-term debt."}
-{"_id": "GOOGL20231100", "title": "GOOGL Leases", "text": "Operating lease expense (excluding variable lease costs) is recognized on a straight-line basis over the lease term."}
-{"_id": "GOOGL20231102", "title": "GOOGL Impairment of Long-Lived Assets", "text": "We review leases, property and equipment, and intangible assets, excluding goodwill, for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. The evaluation is performed at the lowest level of identifiable cash flows independent of other assets. We measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets or the asset group are expected"}
-{"_id": "GOOGL20231103", "title": "GOOGL Impairment of Long-Lived Assets", "text": "61."}
-{"_id": "GOOGL20231104", "title": "GOOGL Impairment of Long-Lived Assets", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231105", "title": "GOOGL Impairment of Long-Lived Assets", "text": "to generate. If the carrying value of the assets or asset group is not recoverable, the impairment recognized is measured as the amount by which the carrying value exceeds its fair value."}
-{"_id": "GOOGL20231107", "title": "GOOGL Income Taxes", "text": "We account for income taxes using the asset and liability method, under which we recognize the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our financial statements or tax returns. We measure current and deferred tax assets and liabilities based on provisions of enacted tax law. We evaluate the likelihood of future realization of our deferred tax assets based on all available evidence and establish a valuation allowance to reduce deferred tax assets when it is more likely than not that they will not be realized or release a valuation allowance to increase deferred tax assets when it is more likely than not that they will be realized. We have elected to account for the tax effects of the global intangible low tax Income provision as a current period expense."}
-{"_id": "GOOGL20231108", "title": "GOOGL Income Taxes", "text": "We recognize the financial statement effects of a tax position when it is more likely than not that, based on technical merits, the position will be sustained upon examination. The tax benefits of the position recognized in the financial statements are then measured based on the largest amount of benefit that is greater than 50% likely to be realized upon settlement with a taxing authority. In addition, we recognize interest and penalties related to unrecognized tax benefits as a component of the income tax provision."}
-{"_id": "GOOGL20231110", "title": "GOOGL Business Combinations", "text": "We include the results of operations of the businesses that we acquire as of the acquisition date. We allocate the purchase price of the acquisitions to the assets acquired and liabilities assumed based on their estimated fair values, except for revenue contracts acquired, which are recognized in accordance with our revenue recognition policy. The excess of the purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred."}
-{"_id": "GOOGL20231112", "title": "GOOGL Foreign Currency", "text": "We translate the financial statements of our international subsidiaries to U.S. dollars using month-end exchange rates for assets and liabilities, and average rates for the annual period derived from month-end exchange rates for revenues, costs, and expenses. We record translation gains and losses in AOCI as a component of stockholders\u2019 equity. We reflect net foreign exchange transaction gains and losses resulting from the conversion of the transaction currency to functional currency as a component of foreign currency exchange gain (loss) in OI&E."}
-{"_id": "GOOGL20231114", "title": "GOOGL Recent Accounting Pronouncements", "text": "In November 2023, the Financial Standards Accounting Board (FASB) issued Accounting Standards Update (ASU) 2023-07 \"Segment Reporting (Topic 280):Improvements to Reportable Segment Disclosures\" which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for our annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures."}
-{"_id": "GOOGL20231115", "title": "GOOGL Recent Accounting Pronouncements", "text": "In December 2023, the FASB issued ASU 2023-09 \"Income Taxes (Topics 740): Improvements to Income Tax Disclosures\" to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures."}
-{"_id": "GOOGL20231117", "title": "GOOGL Prior Period Reclassifications", "text": "Certain amounts in prior periods have been reclassified to conform with current period presentation."}
-{"_id": "GOOGL20231118", "title": "GOOGL Prior Period Reclassifications", "text": "62."}
-{"_id": "GOOGL20231119", "title": "GOOGL Prior Period Reclassifications", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231134", "title": "GOOGL Disaggregated Revenues", "text": "The following table presents revenues disaggregated by type (in millions): ########Year Ended December 31,#### ####2021####2022####2023 Google Search & other##$##148,951##$##162,450##$##175,033 YouTube ads####28,845####29,243####31,510 Google Network####31,701####32,780####31,312 Google advertising####209,497####224,473####237,855 Google subscriptions, platforms, and devices####28,032####29,055####34,688 Google Services total####237,529####253,528####272,543 Google Cloud####19,206####26,280####33,088 Other Bets####753####1,068####1,527 Hedging gains (losses)####149####1,960####236 Total revenues##$##257,637##$##282,836##$##307,394"}
-{"_id": "GOOGL20231135", "title": "GOOGL Disaggregated Revenues", "text": "No individual customer or groups of affiliated customers represented more than 10% of our revenues in 2021, 2022, or 2023."}
-{"_id": "GOOGL20231144", "title": "GOOGL Disaggregated Revenues", "text": "The following table presents revenues disaggregated by geography, based on the addresses of our customers (in millions): ################Year Ended December 31,############## ######2021##########2022##########2023#### United States##$##117,854####46##%##$##134,814####48##%##$##146,286####47##% EMEA(1)####79,107####31######82,062####29######91,038####30## APAC(1)####46,123####18######47,024####16######51,514####17## Other Americas(1)####14,404####5######16,976####6######18,320####6## Hedging gains (losses)####149####0######1,960####1######236####0## Total revenues##$##257,637####100##%##$##282,836####100##%##$##307,394####100##%"}
-{"_id": "GOOGL20231145", "title": "GOOGL Disaggregated Revenues", "text": "(1) Regions represent Europe, the Middle East, and Africa (EMEA); Asia-Pacific (APAC); and Canada and Latin America (\"Other Americas\")."}
-{"_id": "GOOGL20231147", "title": "GOOGL Revenue Backlog", "text": "As of December 31, 2023, we had $74.1 billion of remaining performance obligations (\u201crevenue backlog\u201d), primarily related to Google Cloud. Our revenue backlog represents commitments in customer contracts for future services that have not yet been recognized as revenue. The estimated revenue backlog and timing of revenue recognition for these commitments is largely driven by our ability to deliver in accordance with relevant contract terms and when our customers utilize services. We expect to recognize approximately half of the revenue backlog as revenues over the next 24 months with the remaining to be recognized thereafter. Revenue backlog includes related deferred revenue currently recorded as well as amounts that will be invoiced in future periods, and excludes contracts with an original expected term of one year or less and cancellable contracts."}
-{"_id": "GOOGL20231149", "title": "GOOGL Deferred Revenues", "text": "We record deferred revenues when cash payments are received or due in advance of our performance, including amounts which are refundable. Deferred revenues primarily relate to Google Cloud and Google subscriptions, platforms, and devices. Total deferred revenue as of December 31, 2022 was $4.5 billion, of which $2.4 billion was recognized as revenues for the year ended December 31, 2023."}
-{"_id": "GOOGL20231153", "title": "GOOGL Investments Measured at Fair Value on a Recurring Basis", "text": "Cash, cash equivalents, and marketable equity securities are measured at fair value and classified within Level 1"}
-{"_id": "GOOGL20231154", "title": "GOOGL Investments Measured at Fair Value on a Recurring Basis", "text": "63."}
-{"_id": "GOOGL20231155", "title": "GOOGL Investments Measured at Fair Value on a Recurring Basis", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231156", "title": "GOOGL Investments Measured at Fair Value on a Recurring Basis", "text": "and Level 2 in the fair value hierarchy, because we use quoted prices for identical assets in active markets or inputs that are based upon quoted prices for similar instruments in active markets."}
-{"_id": "GOOGL20231157", "title": "GOOGL Investments Measured at Fair Value on a Recurring Basis", "text": "Debt securities are measured at fair value and classified within Level 2 in the fair value hierarchy, because we use quoted market prices to the extent available or alternative pricing sources and models utilizing market observable inputs to determine fair value. For certain marketable debt securities, we have elected the fair value option for which changes in fair value are recorded in OI&E. The fair value option was elected for these securities to align with the unrealized gains and losses from related derivative contracts."}
-{"_id": "GOOGL20231176", "title": "GOOGL Investments Measured at Fair Value on a Recurring Basis", "text": "The following tables summarize our cash, cash equivalents, and marketable securities measured at fair value on a recurring basis (in millions): ################As of December 31, 2022############ ##Fair Value Hierarchy####Adjusted Cost####Gross Unrealized Gains####Gross Unrealized Losses######Fair Value####Cash and Cash Equivalents####Marketable Securities Fair value changes recorded in other comprehensive income############################ Time deposits##Level 2##$##5,297##$##0##$##0####$##5,297##$##5,293##$##4 Government bonds##Level 2####41,036####64####(2,045)######39,055####283####38,772 Corporate debt securities##Level 2####28,578####8####(1,569)######27,017####1####27,016 Mortgage-backed and asset-backed securities##Level 2####16,176####5####(1,242)######14,939####0####14,939 Total investments with fair value change reflected in other comprehensive income(1)####$##91,087##$##77##$##(4,856)####$##86,308##$##5,577##$##80,731 Fair value adjustments recorded in net income############################ Money market funds##Level 1################$##7,234##$##7,234##$##0 Current marketable equity securities(2)##Level 1##################4,013####0####4,013 Mutual funds##Level 2##################339####0####339 Government bonds##Level 2##################1,877####440####1,437 Corporate debt securities##Level 2##################3,744####65####3,679 Mortgage-backed and asset-backed securities##Level 2##################1,686####2####1,684 Total investments with fair value change recorded in net income##################$##18,893##$##7,741##$##11,152 Cash####################0####8,561####0 Total####$##91,087##$##77##$##(4,856)####$##105,201##$##21,879##$##91,883"}
-{"_id": "GOOGL20231177", "title": "GOOGL Investments Measured at Fair Value on a Recurring Basis", "text": "(1)Represents gross unrealized gains and losses for debt securities recorded to AOCI."}
-{"_id": "GOOGL20231178", "title": "GOOGL Investments Measured at Fair Value on a Recurring Basis", "text": "(2)The long-term portion of marketable equity securities (subject to long-term lock-up restrictions) of $803 million as of December 31, 2022 is included within other non-current assets."}
-{"_id": "GOOGL20231179", "title": "GOOGL Investments Measured at Fair Value on a Recurring Basis", "text": "64."}
-{"_id": "GOOGL20231198", "title": "GOOGL Investments Measured at Fair Value on a Recurring Basis", "text": "Alphabet Inc. ################As of December 31, 2023############ ##Fair Value Hierarchy####Adjusted Cost####Gross Unrealized Gains####Gross Unrealized Losses######Fair Value####Cash and Cash Equivalents####Marketable Securities Fair value changes recorded in other comprehensive income############################ Time deposits##Level 2##$##2,628##$##0##$##0####$##2,628##$##2,628##$##0 Government bonds##Level 2####38,106####233####(679)######37,660####1,993####35,667 Corporate debt securities##Level 2####22,457####112####(637)######21,932####0####21,932 Mortgage-backed and asset-backed securities##Level 2####17,243####88####(634)######16,697####0####16,697 Total investments with fair value change reflected in other comprehensive income(1)####$##80,434##$##433##$##(1,950)####$##78,917##$##4,621##$##74,296 Fair value adjustments recorded in net income############################ Money market funds##Level 1################$##6,480##$##6,480##$##0 Current marketable equity securities(2)##Level 1##################4,282####0####4,282 Mutual funds##Level 2##################311####0####311 Government bonds##Level 2##################1,952####347####1,605 Corporate debt securities##Level 2##################3,782####91####3,691 Mortgage-backed and asset-backed securities##Level 2##################2,683####0####2,683 Total investments with fair value change recorded in net income##################$##19,490##$##6,918##$##12,572 Cash####################0####12,509####0 Total####$##80,434##$##433##$##(1,950)####$##98,407##$##24,048##$##86,868"}
-{"_id": "GOOGL20231199", "title": "GOOGL Investments Measured at Fair Value on a Recurring Basis", "text": "(1)Represents gross unrealized gains and losses for debt securities recorded to AOCI."}
-{"_id": "GOOGL20231200", "title": "GOOGL Investments Measured at Fair Value on a Recurring Basis", "text": "(2)The long-term portion of marketable equity securities (subject to long-term lock-up restrictions) of $1.4 billion as of December 31, 2023 is included within other non-current assets."}
-{"_id": "GOOGL20231202", "title": "GOOGL Investments Measured at Fair Value on a Nonrecurring Basis", "text": "Our non-marketable equity securities are investments in privately held companies without readily determinable market values. The carrying value of our non-marketable equity securities is adjusted to fair value upon observable transactions for identical or similar investments of the same issuer or impairment. Non-marketable equity securities that have been remeasured during the period based on observable transactions are classified within Level 2 or Level 3 in the fair value hierarchy because we estimate the value based on valuation methods, including option pricing models, market comparable approach, and common stock equivalent method, which may include a combination of the observable transaction price at the transaction date and other unobservable inputs including volatility, expected time to exit, risk free rate, and the rights, and obligations of the securities we hold. These inputs significantly vary based on investment type. The fair value of non-marketable equity securities that have been remeasured due to impairment are classified within Level 3."}
-{"_id": "GOOGL20231203", "title": "GOOGL Investments Measured at Fair Value on a Nonrecurring Basis", "text": "As of December 31, 2023, the carrying value of our non-marketable equity securities was $28.8 billion, of which $13.7 billion were remeasured at fair value during the year ended December 31, 2023, and primarily classified within Level 2 of the fair value hierarchy at the time of measurement."}
-{"_id": "GOOGL20231204", "title": "GOOGL Investments Measured at Fair Value on a Nonrecurring Basis", "text": "65."}
-{"_id": "GOOGL20231205", "title": "GOOGL Investments Measured at Fair Value on a Nonrecurring Basis", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231213", "title": "GOOGL Debt Securities", "text": "The following table summarizes the estimated fair value of investments in available-for-sale marketable debt securities by effective contractual maturity dates (in millions): ####As of December 31, 2023 Due in one year or less##$##11,231 Due in one year through five years####41,477 Due in five years through 10 years####15,351 Due after 10 years####14,216 Total##$##82,275"}
-{"_id": "GOOGL20231228", "title": "GOOGL Debt Securities", "text": "The following tables present fair values and gross unrealized losses recorded to AOCI, aggregated by investment category and the length of time that individual securities have been in a continuous loss position (in millions): ################As of December 31, 2022############## ######Less than 12 Months##########12 Months or Greater##########Total#### ####Fair Value######Unrealized Loss####Fair Value######Unrealized Loss####Fair Value######Unrealized Loss Government bonds##$##21,039####$##(1,004)##$##13,438####$##(1,041)##$##34,477####$##(2,045) Corporate debt securities####11,228######(440)####15,125######(1,052)####26,353######(1,492) Mortgage-backed and asset-backed securities####7,725######(585)####6,964######(657)####14,689######(1,242) Total##$##39,992####$##(2,029)##$##35,527####$##(2,750)##$##75,519####$##(4,779) ################As of December 31, 2023############## ######Less than 12 Months##########12 Months or Greater##########Total#### ####Fair Value######Unrealized Loss####Fair Value######Unrealized Loss####Fair Value######Unrealized Loss Government bonds##$##1,456####$##(22)##$##13,897####$##(657)##$##15,353####$##(679) Corporate debt securities####827######(5)####15,367######(592)####16,194######(597) Mortgage-backed and asset-backed securities####2,945######(26)####7,916######(608)####10,861######(634) Total##$##5,228####$##(53)##$##37,180####$##(1,857)##$##42,408####$##(1,910)"}
-{"_id": "GOOGL20231236", "title": "GOOGL Debt Securities", "text": "We determine realized gains or losses on the sale or extinguishment of debt securities on a specific identification method.The following table summarizes gains and losses for debt securities, reflected as a component of OI&E (in millions): ########Year Ended December 31,#### ####2021####2022####2023 Unrealized gain (loss) on fair value option debt securities##$##(122)##$##(557)##$##386 Gross realized gain on debt securities####432####103####182 Gross realized loss on debt securities####(329)####(1,588)####(1,833) (Increase) decrease in allowance for credit losses####(91)####(22)####50 Total gain (loss) on debt securities recognized in other income (expense), net##$##(110)##$##(2,064)##$##(1,215)"}
-{"_id": "GOOGL20231237", "title": "GOOGL Debt Securities", "text": "66."}
-{"_id": "GOOGL20231238", "title": "GOOGL Debt Securities", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231240", "title": "GOOGL Equity Investments", "text": "The carrying value of equity securities is measured as the total initial cost plus the cumulative net gain (loss). Gains and losses, including impairments, are included as a component of OI&E in the Consolidated Statements of Income. See Note 7 for further details on OI&E."}
-{"_id": "GOOGL20231246", "title": "GOOGL Equity Investments", "text": "The carrying values for marketable and non-marketable equity securities are summarized below (in millions): ########As of December 31, 2022############As of December 31, 2023#### ####Marketable Equity Securities####Non-Marketable Equity Securities####Total####Marketable Equity Securities####Non-Marketable Equity Securities####Total Total initial cost##$##5,764##$##16,157##$##21,921##$##5,418##$##17,616##$##23,034 Cumulative net gain (loss)(1)####(608)####12,372####11,764####555####11,150####11,705 Carrying value##$##5,156##$##28,529##$##33,685##$##5,973##$##28,766##$##34,739"}
-{"_id": "GOOGL20231247", "title": "GOOGL Equity Investments", "text": "(1)Non-marketable equity securities cumulative net gain (loss) is comprised of $16.8 billion gains and $4.5 billion losses (including impairments) as of December 31, 2022 and $18.1 billion gains and $6.9 billion losses (including impairments) as of December 31, 2023."}
-{"_id": "GOOGL20231255", "title": "GOOGL Gains and Losses on Marketable and Non-marketable Equity Securities", "text": "Gains and losses (including impairments), net, for marketable and non-marketable equity securities included in OI&E are summarized below (in millions): ########Year Ended December 31,#### ####2021####2022####2023 Realized net gain (loss) on equity securities sold during the period##$##1,196##$##(442)##$##690 Unrealized net gain (loss) on marketable equity securities####1,335####(3,242)####790 Unrealized net gain (loss) on non-marketable equity securities(1)####9,849####229####(1,088) Total gain (loss) on equity securities in other income (expense), net##$##12,380##$##(3,455)##$##392"}
-{"_id": "GOOGL20231256", "title": "GOOGL Gains and Losses on Marketable and Non-marketable Equity Securities", "text": "(1)Unrealized gain (loss) on non-marketable equity securities accounted for under the measurement alternative is comprised of $10.0 billion, $3.3 billion, and $1.8 billion of upward adjustments as of December 31, 2021, 2022, and 2023, respectively, and $122 million, $3.0 billion, and $2.9 billion of downward adjustments (including impairments) as of December 31, 2021, 2022, and 2023, respectively."}
-{"_id": "GOOGL20231257", "title": "GOOGL Gains and Losses on Marketable and Non-marketable Equity Securities", "text": "In the table above, realized net gain (loss) on equity securities sold during the period reflects the difference between the sale proceeds and the carrying value of the equity securities at the beginning of the period or the purchase date, if later."}
-{"_id": "GOOGL20231263", "title": "GOOGL Gains and Losses on Marketable and Non-marketable Equity Securities", "text": "Cumulative net gains (losses) on equity securities sold during the period, which is summarized in the following table (in millions), represents the total net gains (losses) recognized after the initial purchase date of the equity security sold during the period. While these net gains (losses) may have been reflected in periods prior to the period of sale, we believe they are important supplemental information as they reflect the economic net gains (losses) on the securities sold during the period. Cumulative net gains (losses) are calculated as the difference between the sale price and the initial purchase price for the equity security sold during the period. ######Equity Securities Sold During the Year Ended December 31,#### ####2022######2023 Total sale price##$##1,784####$##1,981 Total initial cost####937######1,512 Cumulative net gains (losses)##$##847####$##469"}
-{"_id": "GOOGL20231265", "title": "GOOGL Equity Securities Accounted for Under the Equity Method", "text": "As of December 31, 2022 and 2023, equity securities accounted for under the equity method had a carrying value of approximately $1.5 billion and $1.7 billion, respectively. Our share of gains and losses, including impairments, are included as a component of OI&E, in the Consolidated Statements of Income. See Note 7 for further details on OI&E."}
-{"_id": "GOOGL20231266", "title": "GOOGL Equity Securities Accounted for Under the Equity Method", "text": "67."}
-{"_id": "GOOGL20231267", "title": "GOOGL Equity Securities Accounted for Under the Equity Method", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231269", "title": "GOOGL Derivative Financial Instruments", "text": "We use derivative instruments to manage risks relating to our ongoing business operations. The primary risk managed is foreign exchange risk. We use foreign currency contracts to reduce the risk that our cash flows, earnings, and investment in foreign subsidiaries will be adversely affected by foreign currency exchange rate fluctuations. We also enter into derivative instruments to partially offset our exposure to other risks and enhance investment returns."}
-{"_id": "GOOGL20231270", "title": "GOOGL Derivative Financial Instruments", "text": "We recognize derivative instruments in the Consolidated Balance Sheets at fair value and classify the derivatives primarily within Level 2 in the fair value hierarchy. We present our collar contracts (an option strategy comprised of a combination of purchased and written options) at net fair values and present all other derivatives at gross fair values. The accounting treatment for derivatives is based on the intended use and hedge designation."}
-{"_id": "GOOGL20231272", "title": "GOOGL Cash Flow Hedges", "text": "We designate foreign currency forward and option contracts (including collars) as cash flow hedges to hedge certain forecasted revenue transactions denominated in currencies other than the U.S. dollar. These contracts have maturities of 24 months or less."}
-{"_id": "GOOGL20231273", "title": "GOOGL Cash Flow Hedges", "text": "Cash flow hedge amounts included in the assessment of hedge effectiveness are deferred in AOCI and subsequently reclassified to revenue when the hedged item is recognized in earnings. We exclude forward points and time value from our assessment of hedge effectiveness and amortize them on a straight-line basis over the life of the hedging instrument in revenues. The difference between fair value changes of the excluded component and the amount amortized to revenues is recorded in AOCI."}
-{"_id": "GOOGL20231274", "title": "GOOGL Cash Flow Hedges", "text": "As of December 31, 2023, the net accumulated gain on our foreign currency cash flow hedges before tax effect was $47 million, which is expected to be reclassified from AOCI into revenues within the next 12 months."}
-{"_id": "GOOGL20231276", "title": "GOOGL Fair Value Hedges", "text": "We designate foreign currency forward contracts as fair value hedges to hedge foreign currency risks for our marketable securities denominated in currencies other than the U.S. dollar. Fair value hedge amounts included in the assessment of hedge effectiveness are recognized in OI&E, along with the offsetting gains and losses of the related hedged items. We exclude forward points from the assessment of hedge effectiveness and recognize changes in the excluded component in OI&E."}
-{"_id": "GOOGL20231278", "title": "GOOGL Net Investment Hedges", "text": "We designate foreign currency forward contracts as net investment hedges to hedge the foreign currency risks related to our investment in foreign subsidiaries. Net investment hedge amounts included in the assessment of hedge effectiveness are recognized in AOCI along with the foreign currency translation adjustment. We exclude forward points from the assessment of hedge effectiveness and recognize changes in the excluded component in OI&E."}
-{"_id": "GOOGL20231280", "title": "GOOGL Other Derivatives", "text": "We enter into foreign currency forward and option contracts that are not designated as hedging instruments to hedge intercompany transactions and other monetary assets or liabilities denominated in currencies other than the functional currency of a subsidiary. Gains and losses on these derivatives that are not designated as accounting hedges are primarily recorded in OI&E along with the foreign currency gains and losses on monetary assets and liabilities."}
-{"_id": "GOOGL20231281", "title": "GOOGL Other Derivatives", "text": "We also use derivatives not designated as hedging instruments to manage risks relating to interest rates, commodity prices, credit exposures, and to enhance investment returns. From time to time, we enter into derivatives to hedge the market price risk on certain of our marketable equity securities. Gains and losses arising from other derivatives are primarily reflected within the \u201cother\u201d component of OI&E. See Note 7 for further details."}
-{"_id": "GOOGL20231282", "title": "GOOGL Other Derivatives", "text": "68."}
-{"_id": "GOOGL20231283", "title": "GOOGL Other Derivatives", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231294", "title": "GOOGL Other Derivatives", "text": "The gross notional amounts of outstanding derivative instruments were as follows (in millions): ######As of December 31,#### ####2022######2023 ##Derivatives designated as hedging instruments:######## Foreign exchange contracts########## Cash flow hedges##$##15,972####$##18,039 Fair value hedges##$##2,117####$##2,065 Net investment hedges##$##8,751####$##9,472 ##Derivatives not designated as hedging instruments:######## Foreign exchange contracts##$##34,979####$##39,722 Other contracts##$##7,932####$##10,818"}
-{"_id": "GOOGL20231304", "title": "GOOGL Other Derivatives", "text": "The fair values of outstanding derivative instruments were as follows (in millions): ######As of December 31, 2022##########As of December 31, 2023#### ####Assets(1)######Liabilities(2)####Assets(1)######Liabilities(2) Derivatives designated as hedging instruments:#################### Foreign exchange contracts##$##271####$##556##$##205####$##242 Derivatives not designated as hedging instruments:#################### Foreign exchange contracts####365######207####134######156 Other contracts####40######47####114######47 Total derivatives not designated as hedging instruments####405######254####248######203 Total##$##676####$##810##$##453####$##445"}
-{"_id": "GOOGL20231305", "title": "GOOGL Other Derivatives", "text": "(1) Derivative assets are recorded as other current and non-current assets in the Consolidated Balance Sheets."}
-{"_id": "GOOGL20231306", "title": "GOOGL Other Derivatives", "text": "(2) Derivative liabilities are recorded as accrued expenses and other liabilities, current and non-current in the Consolidated Balance Sheets."}
-{"_id": "GOOGL20231317", "title": "GOOGL Other Derivatives", "text": "The gains (losses) on derivatives in cash flow hedging and net investment hedging relationships recognized in other comprehensive income (OCI) are summarized below (in millions): ########Year Ended December 31,#### ####2021####2022####2023 Derivatives in cash flow hedging relationship:############ Foreign exchange contracts############ Amount included in the assessment of effectiveness##$##806##$##1,699##$##90 Amount excluded from the assessment of effectiveness####48####(188)####84 Derivatives in net investment hedging relationship:############ Foreign exchange contracts############ Amount included in the assessment of effectiveness####754####608####(287) Total##$##1,608##$##2,119##$##(113)"}
-{"_id": "GOOGL20231318", "title": "GOOGL Other Derivatives", "text": "69."}
-{"_id": "GOOGL20231319", "title": "GOOGL Other Derivatives", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231340", "title": "GOOGL Other Derivatives", "text": "The table below presents the gains (losses) of our derivatives on the Consolidated Statements of Income: (in millions): ################Year Ended December 31,############## ######2021##########2022##########2023#### ####Revenues######Other income (expense), net####Revenues######Other income (expense), net####Revenues######Other income (expense), net Total amounts in the Consolidated Statements of Income##$##257,637####$##12,020##$##282,836####$##(3,514)##$##307,394####$##1,424 Effect of cash flow hedges:############################## Foreign exchange contracts############################## Amount reclassified from AOCI to income##$##165####$##0##$##2,046####$##0##$##213####$##0 Amount excluded from the assessment of effectiveness (amortized)####(16)######0####(85)######0####24######0 Effect of fair value hedges:############################## Foreign exchange contracts############################## Hedged items####0######(95)####0######(162)####0######59 Derivatives designated as hedging instruments####0######95####0######163####0######(59) Amount excluded from the assessment of effectiveness####0######8####0######16####0######15 Effect of net investment hedges:############################## Foreign exchange contracts############################## Amount excluded from the assessment of effectiveness####0######82####0######171####0######187 Effect of non designated hedges:############################## Foreign exchange contracts####0######(860)####0######(395)####0######7 Other contracts####0######101####0######144####0######53 Total gains (losses)##$##149####$##(669)##$##1,961####$##(63)##$##237####$##262"}
-{"_id": "GOOGL20231342", "title": "GOOGL Offsetting of Derivatives", "text": "We enter into master netting arrangements and collateral security arrangements to reduce credit risk. Cash collateral received related to derivative instruments under our collateral security arrangements are included in other current assets with a corresponding liability. Cash and non-cash collateral pledged related to derivative instruments under our collateral security arrangements are included in other current assets."}
-{"_id": "GOOGL20231343", "title": "GOOGL Offsetting of Derivatives", "text": "70."}
-{"_id": "GOOGL20231344", "title": "GOOGL Offsetting of Derivatives", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231355", "title": "GOOGL Offsetting of Derivatives", "text": "The gross amounts of derivative instruments subject to master netting arrangements with various counterparties, and cash and non-cash collateral received and pledged under such agreements were as follows (in millions): ##############As of December 31, 2022############## ####################Gross Amounts Not Offset in the Consolidated Balance Sheets, but Have Legal Rights to Offset######## ####Gross Amounts Recognized####Gross Amounts Offset in the Consolidated Balance Sheets####Net Amounts Presented in the Consolidated Balance Sheets######Financial Instruments(1)######Cash and Non-Cash Collateral Received or Pledged####Net Amounts Derivatives assets##$##760##$##(84)##$##676####$##(463)####$##(132)##$##81 Derivatives liabilities##$##894##$##(84)##$##810####$##(463)####$##(28)##$##319 ##############As of December 31, 2023############## ####################Gross Amounts Not Offset in the Consolidated Balance Sheets, but Have Legal Rights to Offset######## ####Gross Amounts Recognized####Gross Amounts Offset in the Consolidated Balance Sheets####Net Amounts Presented in the Consolidated Balance Sheets######Financial Instruments(1)######Cash and Non-Cash Collateral Received or Pledged####Net Amounts Derivatives assets##$##535##$##(82)##$##453####$##(213)####$##(75)##$##165 Derivatives liabilities##$##527##$##(82)##$##445####$##(213)####$##(16)##$##216"}
-{"_id": "GOOGL20231356", "title": "GOOGL Offsetting of Derivatives", "text": "(1) The balances as of December 31, 2022 and 2023 were related to derivatives allowed to be net settled in accordance with our master netting agreements."}
-{"_id": "GOOGL20231358", "title": "GOOGL Note 4. Leases", "text": "We have entered into operating lease agreements primarily for data centers, land, and offices throughout the world with lease periods expiring between 2024 and 2063."}
-{"_id": "GOOGL20231364", "title": "GOOGL Note 4. Leases", "text": "Components of operating lease expense were as follows (in millions): ########Year Ended December 31,#### ####2021####2022####2023 Operating lease cost##$##2,699##$##2,900##$##3,362 Variable lease cost####726####838####1,182 Total operating lease cost##$##3,425##$##3,738##$##4,544"}
-{"_id": "GOOGL20231369", "title": "GOOGL Note 4. Leases", "text": "Supplemental information related to operating leases was as follows (in millions): ########Year Ended December 31,#### ####2021####2022####2023 Cash payments for operating leases##$##2,489##$##2,722##$##3,173 New operating lease assets obtained in exchange for operating lease liabilities##$##2,951##$##4,383##$##2,877"}
-{"_id": "GOOGL20231370", "title": "GOOGL Note 4. Leases", "text": "71."}
-{"_id": "GOOGL20231371", "title": "GOOGL Note 4. Leases", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231381", "title": "GOOGL Note 4. Leases", "text": "As of December 31, 2023, our operating leases had a weighted average remaining lease term of 8.1 years and a weighted average discount rate of 3.1%. Future lease payments under operating leases as of December 31, 2023 were as follows (in millions): 2024##$##3,179 2025####2,929 2026####2,450 2027####1,951 2028####1,488 Thereafter####5,685 Total future lease payments####17,682 Less imputed interest####(2,431) Total lease liability balance##$##15,251"}
-{"_id": "GOOGL20231382", "title": "GOOGL Note 4. Leases", "text": "As of December 31, 2023, we have entered into leases that have not yet commenced with short-term and long-term future lease payments of $657 million and $3.3 billion that are not yet recorded on our Consolidated Balance Sheets. These leases will commence between 2024 and 2026 with non-cancelable lease terms between one and 25 years."}
-{"_id": "GOOGL20231385", "title": "GOOGL Consolidated Variable Interest Entities", "text": "We consolidate VIEs in which we hold a variable interest and are the primary beneficiary. The results of operations and financial position of these VIEs are included in our consolidated financial statements."}
-{"_id": "GOOGL20231386", "title": "GOOGL Consolidated Variable Interest Entities", "text": "For certain consolidated VIEs, their assets are not available to us and their creditors do not have recourse to us. As of December 31, 2022 and 2023, assets that can only be used to settle obligations of these VIEs were $4.1 billion and $4.9 billion, respectively, and the liabilities for which creditors only have recourse to the VIEs were $2.6 billion and $2.5 billion, respectively. We may continue to fund ongoing operations of certain VIEs that are included within Other Bets."}
-{"_id": "GOOGL20231387", "title": "GOOGL Consolidated Variable Interest Entities", "text": "Total noncontrolling interests (NCI) in our consolidated subsidiaries were $3.8 billion and $3.4 billion as of December 31, 2022 and 2023, respectively, of which $1.1 billion is redeemable noncontrolling interest (RNCI) for both periods. NCI and RNCI are included within additional paid-in capital. Net loss attributable to noncontrolling interests was not material for any period presented and is included within the \"other\" component of OI&E. See Note 7 for further details on OI&E."}
-{"_id": "GOOGL20231389", "title": "GOOGL Unconsolidated Variable Interest Entities", "text": "We have investments in VIEs in which we are not the primary beneficiary. These VIEs include private companies that are primarily early stage companies and certain renewable energy entities in which activities involve power generation using renewable sources."}
-{"_id": "GOOGL20231390", "title": "GOOGL Unconsolidated Variable Interest Entities", "text": "We have determined that the governance structures of these entities do not allow us to direct the activities that would significantly affect their economic performance. Therefore, we are not the primary beneficiary, and the results of operations and financial position of these VIEs are not included in our consolidated financial statements. We account for these investments primarily as non-marketable equity securities or equity method investments."}
-{"_id": "GOOGL20231391", "title": "GOOGL Unconsolidated Variable Interest Entities", "text": "The maximum exposure of these unconsolidated VIEs is generally based on the current carrying value of the investments and any future funding commitments. The maximum exposure and carrying value of these unconsolidated VIEs were $2.8 billion and $2.7 billion, respectively, as of December 31, 2022 and $5.7 billion and $4.0 billion, respectively, as of December 31, 2023. The difference between the maximum exposure and the carrying value relates primarily to future funding commitments."}
-{"_id": "GOOGL20231394", "title": "GOOGL Short-Term Debt", "text": "We have a debt financing program of up to $10.0 billion through the issuance of commercial paper. Net proceeds from this program are used for general corporate purposes. We had no commercial paper outstanding as of December 31, 2022 and 2023."}
-{"_id": "GOOGL20231395", "title": "GOOGL Short-Term Debt", "text": "Our short-term debt balance also includes the current portion of certain long-term debt."}
-{"_id": "GOOGL20231396", "title": "GOOGL Short-Term Debt", "text": "72."}
-{"_id": "GOOGL20231397", "title": "GOOGL Short-Term Debt", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231409", "title": "GOOGL Long-Term Debt", "text": "Total outstanding debt is summarized below (in millions, except percentages): ######Effective Interest Rate######As of December 31,#### ##Maturity##Coupon Rate######2022######2023 Debt################ 2014-2020 Notes issuances##2024 - 2060##0.45% - 3.38%##0.57% - 3.38%##$##13,000####$##13,000 Future finance lease payments, net and other (1)##########2,142######1,746 Total debt##########15,142######14,746 Unamortized discount and debt issuance costs##########(143)######(130) Less: Current portion of long-term notes(2)##########0######(1,000) Less: Current portion of future finance lease payments, net and other current debt(1)(2)##########(298)######(363) Total long-term debt########$##14,701####$##13,253"}
-{"_id": "GOOGL20231410", "title": "GOOGL Long-Term Debt", "text": "(1)Future finance lease payments are net of imputed interest."}
-{"_id": "GOOGL20231411", "title": "GOOGL Long-Term Debt", "text": "(2)Total current portion of long-term debt is included within other accrued expenses and current liabilities. See Note 7 for further details."}
-{"_id": "GOOGL20231412", "title": "GOOGL Long-Term Debt", "text": "The notes in the table above are fixed-rate senior unsecured obligations and generally rank equally with each other. We may redeem the notes at any time in whole or in part at specified redemption prices. The effective interest rates are based on proceeds received with interest payable semi-annually."}
-{"_id": "GOOGL20231413", "title": "GOOGL Long-Term Debt", "text": "The total estimated fair value of the outstanding notes was approximately $9.9 billion and $10.3 billion as of December 31, 2022 and December 31, 2023, respectively. The fair value was determined based on observable market prices of identical instruments in less active markets and is categorized accordingly as Level 2 in the fair value hierarchy."}
-{"_id": "GOOGL20231421", "title": "GOOGL Long-Term Debt", "text": "As of December 31, 2023, the aggregate future principal payments for long-term debt, including finance lease liabilities, for each of the next five years and thereafter were as follows (in millions): 2024##$##1,299 2025####1,163 2026####2,165 2027####1,143 2028####132 Thereafter####8,960 Total##$##14,862"}
-{"_id": "GOOGL20231423", "title": "GOOGL Credit Facility", "text": "As of December 31, 2023, we had $10.0 billion of revolving credit facilities, of which $4.0 billion expires in April 2024 and $6.0 billion expires in April 2028. The interest rates for all credit facilities are determined based on a formula using certain market rates, as well as our progress toward the achievement of certain sustainability goals. No amounts were outstanding under the credit facilities as of December 31, 2022 and 2023."}
-{"_id": "GOOGL20231426", "title": "GOOGL Accounts Receivable", "text": "The allowance for credit losses on accounts receivable was $754 million and $771 million as of December 31, 2022 and 2023, respectively."}
-{"_id": "GOOGL20231427", "title": "GOOGL Accounts Receivable", "text": "73."}
-{"_id": "GOOGL20231428", "title": "GOOGL Accounts Receivable", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231440", "title": "GOOGL Property and Equipment, Net", "text": "Property and equipment, net, consisted of the following (in millions): ######As of December 31,#### ####2022######2023 Land and buildings##$##66,897####$##74,083 Information technology assets####66,267######80,594 Construction in progress####27,657######35,229 Leasehold improvements####10,575######11,425 Furniture and fixtures####314######472 Property and equipment, gross####171,710######201,803 Less: accumulated depreciation####(59,042)######(67,458) Property and equipment, net##$##112,668####$##134,345"}
-{"_id": "GOOGL20231441", "title": "GOOGL Property and Equipment, Net", "text": "Our technical infrastructure is comprised of information technology assets, including servers and networking equipment, and data center land and buildings."}
-{"_id": "GOOGL20231452", "title": "GOOGL Accrued Expenses and Other Current Liabilities", "text": "Accrued expenses and other current liabilities consisted of the following (in millions): ######As of December 31,#### ####2022######2023 European Commission fines(1)##$##9,106####$##9,525 Accrued purchases of property and equipment####3,019######4,679 Accrued customer liabilities####3,619######4,140 Current operating lease liabilities####2,477######2,791 Income taxes payable, net####1,632######2,748 Other accrued expenses and current liabilities####18,013######22,285 Accrued expenses and other current liabilities##$##37,866####$##46,168"}
-{"_id": "GOOGL20231453", "title": "GOOGL Accrued Expenses and Other Current Liabilities", "text": "(1) While each EC decision is under appeal, the fines are included in accrued expenses and other current liabilities on our Consolidated Balance Sheets, as we provided bank guarantees (in lieu of a cash payment) for the fines. Amounts include the effects of foreign exchange and interest. See Note 10 for further details."}
-{"_id": "GOOGL20231454", "title": "GOOGL Accrued Expenses and Other Current Liabilities", "text": "74."}
-{"_id": "GOOGL20231455", "title": "GOOGL Accrued Expenses and Other Current Liabilities", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231474", "title": "GOOGL Accumulated Other Comprehensive Income (Loss)", "text": "Components of AOCI, net of income tax, were as follows (in millions): ####Foreign Currency Translation Adjustments####Unrealized Gains (Losses) on Available-for-Sale Investments####Unrealized Gains (Losses) on Cash Flow Hedges####Total Balance as of December 31, 2020##$##(864)##$##1,612##$##(115)##$##633 Other comprehensive income (loss) before reclassifications####(1,442)####(1,312)####668####(2,086) Amounts excluded from the assessment of hedge effectiveness recorded in AOCI####0####0####48####48 Amounts reclassified from AOCI####0####(64)####(154)####(218) Other comprehensive income (loss)####(1,442)####(1,376)####562####(2,256) Balance as of December 31, 2021####(2,306)####236####447####(1,623) Other comprehensive income (loss) before reclassifications####(1,836)####(4,720)####1,463####(5,093) Amounts excluded from the assessment of hedge effectiveness recorded in AOCI####0####0####(188)####(188) Amounts reclassified from AOCI####0####1,007####(1,706)####(699) Other comprehensive income (loss)####(1,836)####(3,713)####(431)####(5,980) Balance as of December 31, 2022####(4,142)####(3,477)####16####(7,603) Other comprehensive income (loss) before reclassifications####735####1,344####84####2,163 Amounts excluded from the assessment of hedge effectiveness recorded in AOCI####0####0####84####84 Amounts reclassified from AOCI####0####1,168####(214)####954 Other comprehensive income (loss)####735####2,512####(46)####3,201 Balance as of December 31, 2023##$##(3,407)##$##(965)##$##(30)##$##(4,402)"}
-{"_id": "GOOGL20231488", "title": "GOOGL Accumulated Other Comprehensive Income (Loss)", "text": "The effects on net income of amounts reclassified from AOCI were as follows (in millions): ############Gains (Losses) Reclassified from AOCI to the Consolidated Statements of Income#### ############Year Ended December 31,#### AOCI Components####Location####2021####2022####2023 ##Unrealized gains (losses) on available-for-sale investments############## ####Other income (expense), net##$##82##$##(1,291)##$##(1,497) ####Benefit (provision) for income taxes####(18)####284####329 ####Net of income tax####64####(1,007)####(1,168) ##Unrealized gains (losses) on cash flow hedges############## Foreign exchange contracts####Revenue####165####2,046####213 Interest rate contracts####Other income (expense), net####6####6####6 ####Benefit (provision) for income taxes####(17)####(346)####(5) ####Net of income tax####154####1,706####214 ##Total amount reclassified, net of income tax####$##218##$##699##$##(954)"}
-{"_id": "GOOGL20231489", "title": "GOOGL Accumulated Other Comprehensive Income (Loss)", "text": "75."}
-{"_id": "GOOGL20231490", "title": "GOOGL Accumulated Other Comprehensive Income (Loss)", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231503", "title": "GOOGL Other Income (Expense), Net", "text": "Components of OI&E were as follows (in millions): ########Year Ended December 31,#### ####2021####2022####2023 Interest income##$##1,499##$##2,174##$##3,865 Interest expense(1)####(346)####(357)####(308) Foreign currency exchange gain (loss), net####(240)####(654)####(1,238) Gain (loss) on debt securities, net####(110)####(2,064)####(1,215) Gain (loss) on equity securities, net####12,380####(3,455)####392 Performance fees####(1,908)####798####257 Income (loss) and impairment from equity method investments, net####334####(337)####(628) Other####411####381####299 Other income (expense), net##$##12,020##$##(3,514)##$##1,424"}
-{"_id": "GOOGL20231504", "title": "GOOGL Other Income (Expense), Net", "text": "(1) Interest expense is net of interest capitalized of $163 million, $128 million, and $181 million for the years ended December 31, 2021, 2022, and 2023, respectively."}
-{"_id": "GOOGL20231506", "title": "GOOGL Note 8. Workforce Reduction and Other Initiatives", "text": "We have a company-wide effort underway to re-engineer our cost base. As part of this program, in January 2023, we announced a reduction of our workforce. As a result, total employee severance and related charges recorded during the year ended December 31, 2023 were $2.1 billion. Substantially all of the employees affected were no longer included in our headcount as of December 31, 2023."}
-{"_id": "GOOGL20231507", "title": "GOOGL Note 8. Workforce Reduction and Other Initiatives", "text": "In addition, we are taking actions to optimize our global office space. As a result, exit charges recorded during the year ended December 31, 2023, were $1.8 billion as reflected in the table below. In addition to these exit charges, for the year ended December 31, 2023, we incurred $269 million in accelerated rent and accelerated depreciation, which are not included in the table below."}
-{"_id": "GOOGL20231515", "title": "GOOGL Note 8. Workforce Reduction and Other Initiatives", "text": "Severance and office space exit charges are included within our consolidated statements of income as follows (in millions): ########Year Ended December 31, 2023#### ####Severance and Related (1)####Office Space####Total Cost of revenues##$##479##$##481##$##960 Research and development####848####870####1,718 Sales and marketing####497####257####754 General and administrative####264####237####501 Total charges##$##2,088##$##1,845##$##3,933"}
-{"_id": "GOOGL20231516", "title": "GOOGL Note 8. Workforce Reduction and Other Initiatives", "text": "(1)Severance includes amounts to be settled in cash, accounted for as one-time involuntary employee termination benefits, and SBC."}
-{"_id": "GOOGL20231517", "title": "GOOGL Note 8. Workforce Reduction and Other Initiatives", "text": "For segment reporting, the substantial majority of these charges are included within Alphabet-level activities in our segment results."}
-{"_id": "GOOGL20231523", "title": "GOOGL Note 8. Workforce Reduction and Other Initiatives", "text": "For the year ended December 31, 2023, changes in liabilities resulting from the severance charges and related accruals were as follows (in millions): ####Severance and Related Balance as of December 31, 2022##$##0 Charges(1)####1,656 Cash payments####(1,579) Balance as of December 31, 2023(2)##$##77"}
-{"_id": "GOOGL20231524", "title": "GOOGL Note 8. Workforce Reduction and Other Initiatives", "text": "(1)Excludes non-cash SBC of $432 million."}
-{"_id": "GOOGL20231525", "title": "GOOGL Note 8. Workforce Reduction and Other Initiatives", "text": "(2)Included in accrued compensation and benefits on the Consolidated Balance Sheets."}
-{"_id": "GOOGL20231526", "title": "GOOGL Note 8. Workforce Reduction and Other Initiatives", "text": "76."}
-{"_id": "GOOGL20231527", "title": "GOOGL Note 8. Workforce Reduction and Other Initiatives", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231537", "title": "GOOGL Note 9. Goodwill", "text": "Changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2023 were as follows (in millions): ####Google Services####Google Cloud####Other Bets####Total Balance as of December 31, 2021##$##19,826##$##2,337##$##793##$##22,956 Acquisitions####1,176####4,876####119####6,171 Foreign currency translation and other adjustments####(155)####(8)####(4)####(167) Balance as of December 31, 2022####20,847####7,205####908####28,960 Acquisitions####240####3####0####243 Foreign currency translation and other adjustments####31####(9)####(27)####(5) Balance as of December 31, 2023##$##21,118##$##7,199##$##881##$##29,198"}
-{"_id": "GOOGL20231540", "title": "GOOGL Commitments", "text": "We have content licensing agreements with future fixed or minimum guaranteed commitments of $10.6 billion as of December 31, 2023, of which the majority is paid over seven years ending in the first quarter of 2030."}
-{"_id": "GOOGL20231542", "title": "GOOGL Indemnifications", "text": "In the normal course of business, including to facilitate transactions in our services and products and corporate activities, we indemnify certain parties, including advertisers, Google Network partners, distribution partners, customers of Google Cloud offerings, lessors, and service providers with respect to certain matters. We have agreed to defend and/or hold certain parties harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties. Several of these agreements limit the time within which an indemnification claim can be made and the amount of the claim. In addition, we have entered into indemnification agreements with our officers and directors, and our bylaws contain similar indemnification obligations to our agents."}
-{"_id": "GOOGL20231543", "title": "GOOGL Indemnifications", "text": "It is not possible to make a reasonable estimate of the maximum potential amount under these indemnification agreements due to the unique facts and circumstances involved in each particular agreement. Additionally, the payments we have made under such agreements have not had a material adverse effect on our results of operations, cash flows, or financial position. However, to the extent that valid indemnification claims arise in the future, future payments by us could be significant and could have a material adverse effect on our results of operations or cash flows in a particular period."}
-{"_id": "GOOGL20231544", "title": "GOOGL Indemnifications", "text": "As of December 31, 2023, we did not have any material indemnification claims that were probable or reasonably possible."}
-{"_id": "GOOGL20231546", "title": "GOOGL Legal Matters", "text": "We record a liability when we believe that it is probable that a loss has been incurred, and the amount can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the reasonably possible loss. We evaluate developments in our legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and make adjustments as appropriate."}
-{"_id": "GOOGL20231547", "title": "GOOGL Legal Matters", "text": "Certain outstanding matters seek speculative, substantial or indeterminate monetary amounts, substantial changes to our business practices and products, or structural remedies. Significant judgment is required to determine both the likelihood of there being a loss and the estimated amount of a loss related to such matters, and we may be unable to estimate the reasonably possible loss or range of losses. The outcomes of outstanding legal matters are inherently unpredictable and subject to significant uncertainties, and could, either individually or in aggregate, have a material adverse effect."}
-{"_id": "GOOGL20231548", "title": "GOOGL Legal Matters", "text": "We expense legal fees in the period in which they are incurred."}
-{"_id": "GOOGL20231549", "title": "GOOGL Legal Matters", "text": "77."}
-{"_id": "GOOGL20231550", "title": "GOOGL Legal Matters", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231552", "title": "GOOGL Antitrust Investigations", "text": "On November 30, 2010, the EC's Directorate General for Competition opened an investigation into various antitrust-related complaints against us."}
-{"_id": "GOOGL20231553", "title": "GOOGL Antitrust Investigations", "text": "On June 27, 2017, the EC announced its decision that certain actions taken by Google regarding its display and ranking of shopping search results and ads infringed European competition law. The EC decision imposed a \u20ac2.4 billion ($2.7 billion as of June 27, 2017) fine. On September 11, 2017, we appealed the EC decision to the General Court, and on September 27, 2017, we implemented product changes to bring shopping ads into compliance with the EC's decision. We recognized a charge of $2.7 billion for the fine in the second quarter of 2017. On November 10, 2021, the General Court rejected our appeal, and we subsequently filed an appeal with the European Court of Justice on January 20, 2022."}
-{"_id": "GOOGL20231554", "title": "GOOGL Antitrust Investigations", "text": "On July 18, 2018, the EC announced its decision that certain provisions in Google\u2019s Android-related distribution agreements infringed European competition law. The EC decision imposed a \u20ac4.3 billion ($5.1 billion as of June 30, 2018) fine and directed the termination of the conduct at issue. On October 9, 2018, we appealed the EC decision, and on October 29, 2018, we implemented changes to certain of our Android distribution practices. On September 14, 2022, the General Court reduced the fine from \u20ac4.3 billion to \u20ac4.1 billion. We subsequently filed an appeal with the European Court of Justice. In 2018, we recognized a charge of $5.1 billion for the fine, which we reduced by $217 million in 2022."}
-{"_id": "GOOGL20231555", "title": "GOOGL Antitrust Investigations", "text": "On March 20, 2019, the EC announced its decision that certain contractual provisions in agreements that Google had with AdSense for Search partners infringed European competition law. The EC decision imposed a fine of \u20ac1.5 billion ($1.7 billion as of March 20, 2019) and directed actions related to AdSense for Search partners' agreements, which we implemented prior to the decision. On June 4, 2019, we appealed the EC decision. We recognized a charge of $1.7 billion for the fine in the first quarter of 2019."}
-{"_id": "GOOGL20231559", "title": "GOOGL Antitrust Investigations", "text": "From time to time we are subject to formal and informal inquiries and investigations on various competition matters by regulatory authorities in the U.S., Europe, and other jurisdictions globally. Examples, for which given their nature we cannot estimate a possible loss, include: \u2022In August 2019, we began receiving civil investigative demands from the U.S. Department of Justice (DOJ) requesting information and documents relating to our prior antitrust investigations and certain aspects of our business. The DOJ and a number of state Attorneys General filed a lawsuit in the U.S. District Court for the District of Columbia on October 20, 2020 alleging that Google violated U.S. antitrust laws relating to Search and Search advertising. The trial ended on November 16, 2023, and we expect a decision in 2024. Further, in June 2022, the Australian Competition and Consumer Commission (ACCC) and the United Kingdom's Competition and Markets Authority (CMA) each opened an investigation into Search distribution practices. \u2022On December 16, 2020, a number of state Attorneys General filed an antitrust complaint in the U.S. District Court for the Eastern District of Texas, alleging that Google violated U.S. antitrust laws as well as state deceptive trade laws relating to its advertising technology, and a trial is scheduled for March 2025. Additionally, on January 24, 2023, the DOJ, along with a number of state Attorneys General, filed an antitrust complaint in the U.S. District Court for the Eastern District of Virginia alleging that Google\u2019s digital advertising technology products violate U.S. antitrust laws, and on April 17, 2023, a number of additional state Attorneys General joined the complaint. The EC, the CMA, and the ACCC each opened a formal investigation into Google's advertising technology business practices on June 22, 2021, May 25, 2022, and June 29, 2022, respectively. On June 14, 2023, the EC issued a Statement of Objections (SO) informing Google of its preliminary view that Google violated European antitrust laws relating to its advertising technology. We responded to the SO on December 1, 2023. \u2022On July 7, 2021, a number of state Attorneys General filed an antitrust complaint in the U.S. District Court for the Northern District of California, alleging that Google\u2019s operation of Android and Google Play violated U.S. antitrust laws and state antitrust and consumer protection laws. In September 2023, we reached a settlement in principle with 50 state Attorneys General and three territories. The U.S. District Court subsequently vacated the trial date with the states, and any final approval of the settlement is expected to occur in 2024. In May 2022, the EC and the CMA each opened investigations into Google Play\u2019s business practices. Korean regulators are investigating Google Play's billing practices, including a formal review in May 2022 of Google's compliance with the new app store billing regulations."}
-{"_id": "GOOGL20231560", "title": "GOOGL Antitrust Investigations", "text": "We believe we have strong arguments against these claims and will defend ourselves vigorously. We continue to cooperate with federal and state regulators in the U.S., the EC, and other regulators around the world."}
-{"_id": "GOOGL20231561", "title": "GOOGL Antitrust Investigations", "text": "78."}
-{"_id": "GOOGL20231562", "title": "GOOGL Antitrust Investigations", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231564", "title": "GOOGL Privacy Matters", "text": "We are subject to a number of privacy-related laws and regulations, and we currently are party to a number of privacy investigations and lawsuits ongoing in multiple jurisdictions. For example, there are ongoing investigations and litigation in the U.S. and the EU, including those relating to our collection and use of location information and advertising practices, which could result in significant fines, judgments, and product changes."}
-{"_id": "GOOGL20231566", "title": "GOOGL Patent and Intellectual Property Claims", "text": "We have had patent, copyright, trade secret, and trademark infringement lawsuits filed against us claiming that certain of our products, services, and technologies infringe others' intellectual property rights. Adverse results in these lawsuits may include awards of substantial monetary damages, costly royalty or licensing agreements, or orders preventing us from offering certain features, functionalities, products, or services. As a result, we may have to change our business practices and develop non-infringing products or technologies, which could result in a loss of revenues for us and otherwise harm our business. In addition, the U.S. International Trade Commission (ITC) has increasingly become an important forum to litigate intellectual property disputes because an ultimate loss in an ITC action can result in a prohibition on importing infringing products into the U.S. Because the U.S. is an important market, a prohibition on importation could have an adverse effect on us, including preventing us from importing many important products into the U.S. or necessitating workarounds that may limit certain features of our products."}
-{"_id": "GOOGL20231567", "title": "GOOGL Patent and Intellectual Property Claims", "text": "Furthermore, many of our agreements with our customers and partners require us to indemnify them against certain intellectual property infringement claims, which would increase our costs as a result of defending such claims, and may require that we pay significant damages if there were an adverse ruling in any such claims. In addition, our customers and partners may discontinue the use of our products, services, and technologies, as a result of injunctions or otherwise, which could result in loss of revenues and adversely affect our business."}
-{"_id": "GOOGL20231569", "title": "GOOGL Other", "text": "We are subject to claims, lawsuits, regulatory and government investigations, other proceedings, and consent orders involving competition, intellectual property, data security, tax and related compliance, labor and employment, commercial disputes, content generated by our users, goods and services offered by advertisers or publishers using our platforms, personal injury, consumer protection, and other matters. For example, in December 2023, a California jury delivered a verdict in Epic Games v. Google finding that Google violated antitrust laws related to Google Play's business. The presiding judge will determine remedies in 2024, and the range of potential remedies vary widely. We plan to appeal. We also periodically have data incidents that we report to relevant regulators as required by law."}
-{"_id": "GOOGL20231570", "title": "GOOGL Other", "text": "These claims, consent orders, lawsuits, regulatory and government investigations, and other proceedings could result in substantial fines and penalties, injunctive relief, ongoing monitoring and auditing obligations, changes to our products and services, alterations to our business models and operations, and collateral related civil litigation or other adverse consequences, all of which could harm our business, reputation, financial condition, and operating results."}
-{"_id": "GOOGL20231571", "title": "GOOGL Other", "text": "We have ongoing legal matters relating to Russia. For example, civil judgments that include compounding penalties have been imposed upon us in connection with disputes regarding the termination of accounts, including those of sanctioned parties. We do not believe these ongoing legal matters will have a material adverse effect."}
-{"_id": "GOOGL20231573", "title": "GOOGL Non-Income Taxes", "text": "We are under audit by various domestic and foreign tax authorities with regards to non-income tax matters. The subject matter of non-income tax audits primarily arises from disputes on the tax treatment and tax rate applied to the sale of our products and services in these jurisdictions and the tax treatment of certain employee benefits. We accrue non-income taxes that may result from examinations by, or any negotiated agreements with, these tax authorities when a loss is probable and reasonably estimable. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the reasonably possible loss. Due to the inherent complexity and uncertainty of these matters and judicial process in certain jurisdictions, the final outcome may be materially different from our expectations."}
-{"_id": "GOOGL20231574", "title": "GOOGL Non-Income Taxes", "text": "See, Note 14 for information regarding income tax contingencies."}
-{"_id": "GOOGL20231575", "title": "GOOGL Non-Income Taxes", "text": "79."}
-{"_id": "GOOGL20231576", "title": "GOOGL Non-Income Taxes", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231578", "title": "GOOGL Note 11. Stockholders' Equity", "text": "Class A and Class B Common Stock and Class C Capital Stock"}
-{"_id": "GOOGL20231579", "title": "GOOGL Note 11. Stockholders' Equity", "text": "Our Board of Directors has authorized three classes of stock, Class A and Class B common stock, and Class C capital stock. The rights of the holders of each class of our common and capital stock are identical, except with respect to voting. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 10 votes per share. Class C capital stock has no voting rights, except as required by applicable law. Shares of Class B common stock may be converted at any time at the option of the stockholder and automatically convert upon sale or transfer to Class A common stock."}
-{"_id": "GOOGL20231581", "title": "GOOGL Share Repurchases", "text": "In the years ended December 31, 2021, 2022, and 2023, we repurchased $50.3 billion, $59.3 billion, and $62.2 billion, respectively, of Alphabet's Class A and Class C shares."}
-{"_id": "GOOGL20231582", "title": "GOOGL Share Repurchases", "text": "In April 2023, the Board of Directors of Alphabet authorized the company to repurchase up to an additional $70.0 billion of its Class A and Class C shares. As of December 31, 2023, $36.3 billion remains available for Class A and Class C share repurchases."}
-{"_id": "GOOGL20231588", "title": "GOOGL Share Repurchases", "text": "The following table presents Class A and Class C shares repurchased and subsequently retired (in millions): ####Year Ended December 31, 2022########Year Ended December 31, 2023#### ##Shares######Amount##Shares######Amount Class A share repurchases##61####$##6,719##78####$##9,316 Class C share repurchases##469######52,577##450######52,868 Total share repurchases(1)##530####$##59,296##528####$##62,184"}
-{"_id": "GOOGL20231589", "title": "GOOGL Share Repurchases", "text": "(1) Shares repurchased include unsettled repurchases as of December 31, 2023."}
-{"_id": "GOOGL20231590", "title": "GOOGL Share Repurchases", "text": "Class A and Class C shares are repurchased in a manner deemed in the best interest of the company and its stockholders, taking into account the economic cost and prevailing market conditions, including the relative trading prices and volumes of the Class A and Class C shares. Repurchases are executed from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans. The repurchase program does not have an expiration date."}
-{"_id": "GOOGL20231592", "title": "GOOGL Note 12. Net Income Per Share", "text": "We compute net income per share of Class A, Class B, and Class C stock using the two-class method. Basic net income per share is computed using the weighted-average number of shares outstanding during the period. Diluted net income per share is computed using the weighted-average number of shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities consist of RSUs and other contingently issuable shares. The dilutive effect of outstanding RSUs and other contingently issuable shares is reflected in diluted earnings per share by application of the treasury stock method. The computation of the diluted net income per share of Class A stock assumes the conversion of Class B stock, while the diluted net income per share of Class B stock does not assume the conversion of those shares."}
-{"_id": "GOOGL20231593", "title": "GOOGL Note 12. Net Income Per Share", "text": "The rights, including the liquidation and dividend rights, of the holders of our Class A, Class B, and Class C stock are identical, except with respect to voting. Furthermore, there are a number of safeguards built into our certificate of incorporation, as well as Delaware law, which preclude our Board of Directors from declaring or paying unequal per share dividends on our Class A, Class B, and Class C stock. Specifically, Delaware law provides that amendments to our certificate of incorporation which would have the effect of adversely altering the rights, powers, or preferences of a given class of stock must be approved by the class of stock adversely affected by the proposed amendment. In addition, our certificate of incorporation provides that before any such amendment may be put to a stockholder vote, it must be approved by the unanimous consent of our Board of Directors. As a result, the undistributed earnings for each year are allocated based on the contractual participation rights of the Class A, Class B, and Class C stock as if the earnings for the year had been distributed. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis."}
-{"_id": "GOOGL20231594", "title": "GOOGL Note 12. Net Income Per Share", "text": "In the years ended December 31, 2021, 2022, and 2023, the net income per share amounts are the same for Class A, Class B, and Class C stock because the holders of each class are entitled to equal per share dividends or distributions in liquidation in accordance with the Amended and Restated Certificate of Incorporation of Alphabet Inc."}
-{"_id": "GOOGL20231595", "title": "GOOGL Note 12. Net Income Per Share", "text": "80."}
-{"_id": "GOOGL20231596", "title": "GOOGL Note 12. Net Income Per Share", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231643", "title": "GOOGL Note 12. Net Income Per Share", "text": "The following table sets forth the computation of basic and diluted net income per share of Class A, Class B, and Class C stock (in millions, except per share amounts): ########Year Ended December 31,#### ########2021#### ####Class A####Class B####Class C Basic net income per share:############ Numerator############ Allocation of undistributed earnings##$##34,200##$##5,174##$##36,659 Denominator############ Number of shares used in per share computation####6,006####909####6,438 Basic net income per share##$##5.69##$##5.69##$##5.69 Diluted net income per share:############ Numerator############ Allocation of undistributed earnings for basic computation##$##34,200##$##5,174##$##36,659 Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares####5,174####0####0 Reallocation of undistributed earnings####(581)####(77)####581 Allocation of undistributed earnings##$##38,793##$##5,097##$##37,240 Denominator############ Number of shares used in basic computation####6,006####909####6,438 Weighted-average effect of dilutive securities############ Add:############ Conversion of Class B to Class A shares outstanding####909####0####0 Restricted stock units and other contingently issuable shares####0####0####200 Number of shares used in per share computation####6,915####909####6,638 Diluted net income per share##$##5.61##$##5.61##$##5.61 ########Year Ended December 31,#### ########2022#### ####Class A####Class B####Class C Basic net income per share:############ Numerator############ Allocation of undistributed earnings##$##27,518##$##4,072##$##28,382 Denominator############ Number of shares used in per share computation####5,994####887####6,182 Basic net income per share##$##4.59##$##4.59##$##4.59 Diluted net income per share:############ Numerator############ Allocation of undistributed earnings for basic computation##$##27,518##$##4,072##$##28,382 Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares####4,072####0####0 Reallocation of undistributed earnings####(230)####(30)####230 Allocation of undistributed earnings##$##31,360##$##4,042##$##28,612 Denominator############ Number of shares used in basic computation####5,994####887####6,182 Weighted-average effect of dilutive securities############ Add:############ Conversion of Class B to Class A shares outstanding####887####0####0 Restricted stock units and other contingently issuable shares####0####0####96 Number of shares used in per share computation####6,881####887####6,278 Diluted net income per share##$##4.56##$##4.56##$##4.56"}
-{"_id": "GOOGL20231644", "title": "GOOGL Note 12. Net Income Per Share", "text": "81."}
-{"_id": "GOOGL20231668", "title": "GOOGL Note 12. Net Income Per Share", "text": "Alphabet Inc. ########Year Ended December 31,#### ########2023#### ####Class A####Class B####Class C Basic net income per share:############ Numerator############ Allocation of undistributed earnings##$##34,601##$##5,124##$##34,070 Denominator############ Number of shares used in per share computation####5,922####877####5,831 Basic net income per share##$##5.84##$##5.84##$##5.84 Diluted net income per share:############ Numerator############ Allocation of undistributed earnings for basic computation##$##34,601##$##5,124##$##34,070 Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares####5,124####0####0 Reallocation of undistributed earnings####(287)####(37)####287 Allocation of undistributed earnings##$##39,438##$##5,087##$##34,357 Denominator############ Number of shares used in basic computation####5,922####877####5,831 Weighted-average effect of dilutive securities############ Add:############ Conversion of Class B to Class A shares outstanding####877####0####0 Restricted stock units and other contingently issuable shares####0####0####92 Number of shares used in per share computation####6,799####877####5,923 Diluted net income per share##$##5.80##$##5.80##$##5.80"}
-{"_id": "GOOGL20231671", "title": "GOOGL Stock Plans", "text": "Our stock plans include the Alphabet Amended and Restated 2021 Stock Plan (\"Alphabet 2021 Stock Plan\") and Other Bets stock-based plans. Under our stock plans, RSUs and other types of awards may be granted. Under the Alphabet 2021 Stock Plan, an RSU award is an agreement to issue shares of our Class C stock at the time the award vests. RSUs generally vest over four years contingent upon employment on the vesting date."}
-{"_id": "GOOGL20231672", "title": "GOOGL Stock Plans", "text": "As of December 31, 2023, there were 723 million shares of Class C stock reserved for future issuance under the Alphabet 2021 Stock Plan."}
-{"_id": "GOOGL20231674", "title": "GOOGL Stock-Based Compensation", "text": "For the years ended December 31, 2021, 2022, and 2023, total SBC expense was $15.7 billion, $19.5 billion, and $22.1 billion, including amounts associated with awards we expect to settle in Alphabet stock of $15.0 billion, $18.8 billion, and $21.7 billion, respectively."}
-{"_id": "GOOGL20231675", "title": "GOOGL Stock-Based Compensation", "text": "During the year ended December 31, 2023, total SBC expense includes $432 million associated with workforce reduction costs. See Note 8 for further details."}
-{"_id": "GOOGL20231676", "title": "GOOGL Stock-Based Compensation", "text": "For the years ended December 31, 2021, 2022, and 2023, we recognized tax benefits on total SBC expense, which are reflected in the provision for income taxes in the Consolidated Statements of Income, of $3.1 billion, $3.9 billion, and $4.5 billion, respectively."}
-{"_id": "GOOGL20231677", "title": "GOOGL Stock-Based Compensation", "text": "For the years ended December 31, 2021, 2022, and 2023, tax benefit realized related to awards vested or exercised during the period was $5.9 billion, $4.7 billion, and $5.6 billion, respectively. These amounts do not include the indirect effects of stock-based awards, which primarily relate to the R&D tax credit."}
-{"_id": "GOOGL20231679", "title": "GOOGL Stock-Based Award Activities", "text": "82."}
-{"_id": "GOOGL20231680", "title": "GOOGL Stock-Based Award Activities", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231688", "title": "GOOGL Stock-Based Award Activities", "text": "The following table summarizes the activities for unvested Alphabet RSUs for the year ended December 31, 2023 (in millions, except per share amounts): ####Unvested Restricted Stock Units#### ##Number of Shares######Weighted- Average Grant-Date Fair Value Unvested as of December 31, 2022##324####$##107.98 Granted##263####$##97.59 Vested##(217)####$##100.36 Forfeited/canceled##(32)####$##106.56 Unvested as of December 31, 2023##338####$##104.93"}
-{"_id": "GOOGL20231689", "title": "GOOGL Stock-Based Award Activities", "text": "The weighted-average grant-date fair value of RSUs granted during the years ended December 31, 2021 and 2022 was $97.46 and $127.22, respectively. Total fair value of RSUs, as of their respective vesting dates, during the years ended December 31, 2021, 2022, and 2023, were $28.8 billion, $23.9 billion, and $26.6 billion, respectively."}
-{"_id": "GOOGL20231690", "title": "GOOGL Stock-Based Award Activities", "text": "As of December 31, 2023, there was $33.5 billion of unrecognized compensation cost related to unvested RSUs. This amount is expected to be recognized over a weighted-average period of 2.5 years."}
-{"_id": "GOOGL20231697", "title": "GOOGL Note 14. Income Taxes", "text": "Income from continuing operations before income taxes consisted of the following (in millions): ########Year Ended December 31,#### ####2021####2022####2023 Domestic operations##$##77,016##$##61,307##$##73,600 Foreign operations####13,718####10,021####12,117 Total##$##90,734##$##71,328##$##85,717"}
-{"_id": "GOOGL20231709", "title": "GOOGL Note 14. Income Taxes", "text": "Provision for income taxes consisted of the following (in millions): ########Year Ended December 31,#### ####2021####2022####2023 Current:############ Federal and state##$##10,126##$##17,120##$##17,125 Foreign####2,692####2,434####2,526 Total####12,818####19,554####19,651 Deferred:############ Federal and state####2,018####(8,052)####(7,482) Foreign####(135)####(146)####(247) Total####1,883####(8,198)####(7,729) Provision for income taxes##$##14,701##$##11,356##$##11,922"}
-{"_id": "GOOGL20231710", "title": "GOOGL Note 14. Income Taxes", "text": "83."}
-{"_id": "GOOGL20231711", "title": "GOOGL Note 14. Income Taxes", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231724", "title": "GOOGL Note 14. Income Taxes", "text": "The reconciliation of federal statutory income tax rate to our effective income tax rate was as follows: ######Year Ended December 31,###### ##2021####2022####2023## U.S. federal statutory tax rate##21.0##%##21.0##%##21.0##% Foreign income taxed at different rates##0.2####3.0####0.3## Foreign-derived intangible income deduction##(2.5)####(5.4)####(4.6)## Stock-based compensation expense##(2.5)####(1.2)####(0.8)## Federal research credit##(1.6)####(2.2)####(1.8)## Deferred tax asset valuation allowance##0.6####0.9####0.6## State and local income taxes##1.0####0.8####1.0## Effect of tax law change##0.0####0.0####(1.4)## Other##0.0####(1.0)####(0.4)## Effective tax rate##16.2##%##15.9##%##13.9##%"}
-{"_id": "GOOGL20231725", "title": "GOOGL Note 14. Income Taxes", "text": "In 2022, there was an increase in the U.S. Foreign Derived Intangible Income tax deduction from the effects of capitalization and amortization of R&D expenses starting in 2022 as required by the 2017 Tax Cuts and Jobs Act."}
-{"_id": "GOOGL20231726", "title": "GOOGL Note 14. Income Taxes", "text": "In 2023, the IRS issued a rule change allowing taxpayers to temporarily apply the regulations in effect prior to 2022 related to U.S. federal foreign tax credits as well as a separate rule change with interim guidance on the capitalization and amortization of R&D expenses. A cumulative one-time adjustment applicable to the prior period for these tax rule changes was recorded in 2023."}
-{"_id": "GOOGL20231748", "title": "GOOGL Deferred Income Taxes", "text": "Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities were as follows (in millions): ######As of December 31,#### ####2022######2023 Deferred tax assets:########## Accrued employee benefits##$##955####$##1,855 Accruals and reserves not currently deductible####1,956######2,481 Tax credits####6,002######6,609 Net operating losses####2,557######2,965 Operating leases####2,711######3,526 Capitalized research and development(1)####10,381######17,757 Other####2,289######1,951 Total deferred tax assets####26,851######37,144 Valuation allowance####(9,553)######(10,999) Total deferred tax assets net of valuation allowance####17,298######26,145 Deferred tax liabilities:########## Property and equipment, net####(6,607)######(8,189) Net investment gains####(2,361)######(2,405) Operating leases####(2,491)######(2,965) Other####(1,092)######(902) Total deferred tax liabilities####(12,551)######(14,461) Net deferred tax assets (liabilities)##$##4,747####$##11,684"}
-{"_id": "GOOGL20231749", "title": "GOOGL Deferred Income Taxes", "text": "(1)As required by the 2017 Tax Cuts and Jobs Act, effective January 1, 2022, our research and development expenditures were capitalized and amortized which resulted in substantially higher cash taxes starting in 2022 with an equal amount of deferred tax benefit."}
-{"_id": "GOOGL20231750", "title": "GOOGL Deferred Income Taxes", "text": "As of December 31, 2023, our federal, state, and foreign net operating loss carryforwards for income tax purposes were approximately $7.1 billion, $18.6 billion, and $1.8 billion respectively. If not utilized, the federal net"}
-{"_id": "GOOGL20231751", "title": "GOOGL Deferred Income Taxes", "text": "84."}
-{"_id": "GOOGL20231752", "title": "GOOGL Deferred Income Taxes", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231753", "title": "GOOGL Deferred Income Taxes", "text": "operating loss carryforwards will begin to expire in 2024, foreign net operating loss carryforwards will begin to expire in 2025 and the state net operating loss carryforwards will begin to expire in 2029. It is more likely than not that the majority of the net operating loss carryforwards will not be realized; therefore, we have recorded a valuation allowance against them. The net operating loss carryforwards are subject to various annual limitations under the tax laws of the different jurisdictions."}
-{"_id": "GOOGL20231754", "title": "GOOGL Deferred Income Taxes", "text": "As of December 31, 2023, our Federal and California research and development credit carryforwards for income tax purposes were approximately $600 million and $6.3 billion, respectively. If not utilized, the Federal R&D credit will begin to expire in 2037 and the California R&D credit can be carried over indefinitely. We believe the majority of the federal tax credit and state tax credit is not likely to be realized."}
-{"_id": "GOOGL20231755", "title": "GOOGL Deferred Income Taxes", "text": "As of December 31, 2023, our investment tax credit carryforwards for state income tax purposes were approximately $1.0 billion and will begin to expire in 2029. We use the flow-through method of accounting for investment tax credits. We believe this tax credit is not likely to be realized."}
-{"_id": "GOOGL20231756", "title": "GOOGL Deferred Income Taxes", "text": "As of December 31, 2023, we maintained a valuation allowance with respect to California deferred tax assets, certain federal net operating losses, certain state net operating losses and tax credits, net deferred tax assets relating to Other Bet companies, and certain foreign net operating losses that we believe are not likely to be realized. We continue to reassess the remaining valuation allowance quarterly, and if future evidence allows for a partial or full release of the valuation allowance, a tax benefit will be recorded accordingly."}
-{"_id": "GOOGL20231766", "title": "GOOGL Uncertain Tax Positions", "text": "The following table summarizes the activity related to our gross unrecognized tax benefits (in millions): ########Year Ended December 31,#### ####2021####2022####2023 Beginning gross unrecognized tax benefits##$##3,837##$##5,158##$##7,055 Increases related to prior year tax positions####529####253####740 Decreases related to prior year tax positions####(263)####(437)####(682) Decreases related to settlement with tax authorities####(329)####(140)####(21) Increases related to current year tax positions####1,384####2,221####2,346 Ending gross unrecognized tax benefits##$##5,158##$##7,055##$##9,438"}
-{"_id": "GOOGL20231767", "title": "GOOGL Uncertain Tax Positions", "text": "We are subject to income taxes in the U.S. and foreign jurisdictions. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. The total amount of gross unrecognized tax benefits was $5.2 billion, $7.1 billion, and $9.4 billion as of December 31, 2021, 2022, and 2023, respectively, of which $3.7 billion, $5.3 billion, and $7.4 billion, if recognized, would affect our effective tax rate, respectively."}
-{"_id": "GOOGL20231768", "title": "GOOGL Uncertain Tax Positions", "text": "As of December 31, 2022 and 2023, we accrued $346 million and $622 million in interest and penalties in provision for income taxes, respectively."}
-{"_id": "GOOGL20231769", "title": "GOOGL Uncertain Tax Positions", "text": "We file income tax returns in the U.S. federal jurisdiction and in many state and foreign jurisdictions. Our two major tax jurisdictions are the U.S. federal and Ireland. We are subject to the continuous examination of our income tax returns by the IRS and other tax authorities. The IRS is currently examining our 2016 through 2021 tax returns. We have also received tax assessments in multiple foreign jurisdictions asserting transfer pricing adjustments or permanent establishment. We continue to defend such claims as presented."}
-{"_id": "GOOGL20231770", "title": "GOOGL Uncertain Tax Positions", "text": "The tax years 2016 through 2022 remain subject to examination by the appropriate governmental agencies for Irish tax purposes. There are other ongoing audits in various other jurisdictions that are not material to our financial statements."}
-{"_id": "GOOGL20231771", "title": "GOOGL Uncertain Tax Positions", "text": "We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. We continue to monitor the progress of ongoing discussions with tax authorities and the effect, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions."}
-{"_id": "GOOGL20231772", "title": "GOOGL Uncertain Tax Positions", "text": "We believe that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in our tax audits are resolved in a manner not consistent with management's expectations, we could be required to adjust our provision for income taxes in the period such resolutions occur. Although the timing of resolution, settlement, and closure of audits is not certain, it is reasonably possible that our unrecognized tax benefits from certain U.S. federal, state, and non U.S. tax positions could decrease by approximately $700 million in the next 12 months. Positions that may be resolved include various U.S. and non-U.S. matters."}
-{"_id": "GOOGL20231773", "title": "GOOGL Uncertain Tax Positions", "text": "85."}
-{"_id": "GOOGL20231774", "title": "GOOGL Uncertain Tax Positions", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231779", "title": "GOOGL Note 15. Information about Segments and Geographic Areas", "text": "We report our segment results as Google Services, Google Cloud, and Other Bets: \u2022Google Services includes products and services such as ads, Android, Chrome, devices, Google Maps, Google Play, Search, and YouTube. Google Services generates revenues primarily from advertising; fees received for consumer subscription-based products such as YouTube TV, YouTube Music and Premium, and NFL Sunday Ticket; the sale of apps and in-app purchases and devices. \u2022Google Cloud includes infrastructure and platform services, collaboration tools, and other services for enterprise customers. Google Cloud generates revenues primarily from consumption-based fees and subscriptions received for Google Cloud Platform services, Google Workspace communication and collaboration tools, and other enterprise services. \u2022Other Bets is a combination of multiple operating segments that are not individually material. Revenues from Other Bets are generated primarily from the sale of healthcare-related services and internet services."}
-{"_id": "GOOGL20231780", "title": "GOOGL Note 15. Information about Segments and Geographic Areas", "text": "Revenues, certain costs, such as costs associated with content and traffic acquisition, certain engineering activities, and devices, as well as certain operating expenses are directly attributable to our segments. Due to the integrated nature of Alphabet, other costs and expenses, such as technical infrastructure and office facilities, are managed centrally at a consolidated level. These costs, including the associated depreciation and impairment, are allocated to operating segments as a service cost generally based on usage, headcount, or revenue."}
-{"_id": "GOOGL20231781", "title": "GOOGL Note 15. Information about Segments and Geographic Areas", "text": "Reflecting DeepMind's increasing collaboration with Google Services, Google Cloud, and Other Bets, beginning in the first quarter of 2023 DeepMind is reported as part of Alphabet-level activities instead of within Other Bets. Additionally, beginning in the first quarter of 2023, we updated and simplified our cost allocation methodologies to provide our business leaders with increased transparency for decision-making. Prior periods have been recast to conform to the current presentation."}
-{"_id": "GOOGL20231782", "title": "GOOGL Note 15. Information about Segments and Geographic Areas", "text": "As announced on April 20, 2023, we brought together part of Google Research (the Brain team) and DeepMind to significantly accelerate our progress in artificial intelligence (AI). The group, called Google DeepMind, is reported within Alphabet-level activities prospectively beginning in the second quarter of 2023. Previously, the Brain team was included within Google Services."}
-{"_id": "GOOGL20231783", "title": "GOOGL Note 15. Information about Segments and Geographic Areas", "text": "Certain costs are not allocated to our segments because they represent Alphabet-level activities. These costs primarily include AI-focused shared R&D activities, including development costs of our general AI models; corporate initiatives such as our philanthropic activities; corporate shared costs such as certain finance, human resource, and legal costs, including certain fines and settlements. Charges associated with reductions in our workforce and office space during 2023 were not allocated to our segments. Additionally, hedging gains (losses) related to revenue are not allocated to our segments."}
-{"_id": "GOOGL20231784", "title": "GOOGL Note 15. Information about Segments and Geographic Areas", "text": "Our operating segments are not evaluated using asset information."}
-{"_id": "GOOGL20231799", "title": "GOOGL Note 15. Information about Segments and Geographic Areas", "text": "The following table presents information about our segments (in millions): ########Year Ended December 31,#### ####2021####2022####2023 Revenues:############ Google Services##$##237,529##$##253,528##$##272,543 Google Cloud####19,206####26,280####33,088 Other Bets####753####1,068####1,527 Hedging gains (losses)####149####1,960####236 Total revenues##$##257,637##$##282,836##$##307,394 Operating income (loss):############ Google Services##$##88,132##$##82,699##$##95,858 Google Cloud####(2,282)####(1,922)####1,716 Other Bets####(4,051)####(4,636)####(4,095) Alphabet-level activities####(3,085)####(1,299)####(9,186) Total income from operations##$##78,714##$##74,842##$##84,293"}
-{"_id": "GOOGL20231800", "title": "GOOGL Note 15. Information about Segments and Geographic Areas", "text": "See Note 2 for information relating to revenues by geography."}
-{"_id": "GOOGL20231801", "title": "GOOGL Note 15. Information about Segments and Geographic Areas", "text": "86."}
-{"_id": "GOOGL20231802", "title": "GOOGL Note 15. Information about Segments and Geographic Areas", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231809", "title": "GOOGL Note 15. Information about Segments and Geographic Areas", "text": "The following table presents long-lived assets by geographic area, which includes property and equipment, net and operating lease assets (in millions): ######As of December 31,#### ####2022######2023 Long-lived assets:########## United States##$##93,565####$##110,053 International####33,484######38,383 Total long-lived assets##$##127,049####$##148,436"}
-{"_id": "GOOGL20231810", "title": "GOOGL Note 15. Information about Segments and Geographic Areas", "text": "87."}
-{"_id": "GOOGL20231811", "title": "GOOGL Note 15. Information about Segments and Geographic Areas", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231813", "title": "GOOGL IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE", "text": "None."}
-{"_id": "GOOGL20231816", "title": "GOOGL Evaluation of Disclosure Controls and Procedures", "text": "Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K."}
-{"_id": "GOOGL20231817", "title": "GOOGL Evaluation of Disclosure Controls and Procedures", "text": "Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of December 31, 2023, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC\u2019s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure."}
-{"_id": "GOOGL20231819", "title": "GOOGL Changes in Internal Control over Financial Reporting", "text": "There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting."}
-{"_id": "GOOGL20231821", "title": "GOOGL Management\u2019s Report on Internal Control over Financial Reporting", "text": "Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control\u2014Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023. Management reviewed the results of its assessment with our Audit and Compliance Committee. The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report which is included in Item 8 of this Annual Report on Form 10-K."}
-{"_id": "GOOGL20231823", "title": "GOOGL Limitations on Effectiveness of Controls and Procedures", "text": "In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs."}
-{"_id": "GOOGL20231824", "title": "GOOGL Limitations on Effectiveness of Controls and Procedures", "text": "88."}
-{"_id": "GOOGL20231825", "title": "GOOGL Limitations on Effectiveness of Controls and Procedures", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231831", "title": "GOOGL 10b5-1 Trading Plans", "text": "During the fiscal quarter ended December 31, 2023, the following Section 16 officer and directors adopted, modified or terminated a \u201cRule 10b5-1 trading arrangement\u201d (as defined in Item 408 of Regulation S-K of the Exchange Act): \u2022John Hennessy, Chair of the Board of Directors, through the John L. Hennessy & Andrea J. Hennessy Revocable Trust, adopted a new trading plan on November 1, 2023 (with the first trade under the new plan scheduled for February 12, 2024). The trading plan will be effective until March 12, 2025 to sell 6,664 shares of Class C Capital Stock and 11,336 shares of Class A Common Stock. \u2022Ann Mather, former member of the Board of Directors, terminated her trading plan on October 30, 2023, effective with her resignation from the Board of Directors. The trading plan previously permitted the sale of 12,580 shares of Class C Capital Stock and would have been effective until June 2, 2024. \u2022Ruth M. Porat, President and Chief Investment Officer; Chief Financial Officer, adopted a new trading plan on November 30, 2023 (with the first trade under the new plan scheduled for March 8, 2024). The trading plan will be effective until March 8, 2025 to sell all of the (net) shares of up to 82,900 (gross) Class C Capital Stock issued upon the vesting of her Alphabet 2021 Performance Stock Units, as adjusted based on performance (net shares are net of tax withholding)."}
-{"_id": "GOOGL20231832", "title": "GOOGL 10b5-1 Trading Plans", "text": "There were no \u201cnon-Rule 10b5-1 trading arrangements\u201d (as defined in Item 408 of Regulation S-K of the Exchange Act) adopted, modified or terminated during the fiscal quarter ended December 31, 2023 by our directors and Section 16 officers. Each of the Rule 10b5-1 trading arrangements are in accordance with our Policy Against Insider Trading and actual sale transactions made pursuant to such trading arrangements will be disclosed publicly in Section 16 filings with the SEC in accordance with applicable securities laws, rules and regulations."}
-{"_id": "GOOGL20231834", "title": "GOOGL Required Disclosure Pursuant to Section 13(r) of the Exchange Act", "text": "As previously disclosed, Google LLC, a subsidiary of Alphabet, filed notifications with the Russian Federal Security Service pursuant to Russian encryption control requirements, which must be complied with prior to the import of covered items. The information provided pursuant to Section 13(r) of the Exchange Act in Part II, Item 5 of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 is incorporated herein by reference."}
-{"_id": "GOOGL20231836", "title": "GOOGL DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS", "text": "Not applicable."}
-{"_id": "GOOGL20231837", "title": "GOOGL DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS", "text": "89."}
-{"_id": "GOOGL20231838", "title": "GOOGL DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231840", "title": "GOOGL EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE", "text": "The information required by this item will be included under the caption \u201cDirectors, Executive Officers, and Corporate Governance\u201d in our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023 (2024 Proxy Statement) and is incorporated herein by reference. The information required by this item regarding delinquent filers pursuant to Item 405 of Regulation S-K will be included under the caption \u201cDelinquent Section 16(a) Reports\u201d in the 2024 Proxy Statement and is incorporated herein by reference."}
-{"_id": "GOOGL20231842", "title": "GOOGL COMPENSATION", "text": "The information required by this item will be included under the captions \u201cDirector Compensation,\u201d \u201cExecutive Compensation\u201d and \u201cDirectors, Executive Officers, and Corporate Governance\u2014Corporate Governance and Board Matters\u2014Compensation Committee Interlocks and Insider Participation\u201d in the 2024 Proxy Statement and is incorporated herein by reference, except as to information disclosed therein pursuant to Item 402(v) of Regulation S-K relating to pay versus performance."}
-{"_id": "GOOGL20231843", "title": "GOOGL COMPENSATION", "text": "OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS"}
-{"_id": "GOOGL20231844", "title": "GOOGL COMPENSATION", "text": "The information required by this item will be included under the captions \u201cCommon Stock Ownership of Certain Beneficial Owners and Management\u201d and \u201cEquity Compensation Plan Information\u201d in the 2024 Proxy Statement and is incorporated herein by reference."}
-{"_id": "GOOGL20231846", "title": "GOOGL RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE", "text": "The information required by this item will be included under the captions \u201cCertain Relationships and Related Transactions\u201d and \u201cDirectors, Executive Officers, and Corporate Governance\u2014Corporate Governance and Board Matters\u2014Director Independence\u201d in the 2024 Proxy Statement and is incorporated herein by reference."}
-{"_id": "GOOGL20231848", "title": "GOOGL ACCOUNTANT FEES AND SERVICES", "text": "The information required by this item will be included under the caption \u201cIndependent Registered Public Accounting Firm\u201d in the 2024 Proxy Statement and is incorporated herein by reference."}
-{"_id": "GOOGL20231849", "title": "GOOGL ACCOUNTANT FEES AND SERVICES", "text": "90."}
-{"_id": "GOOGL20231850", "title": "GOOGL ACCOUNTANT FEES AND SERVICES", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231860", "title": "GOOGL FINANCIAL STATEMENT SCHEDULES", "text": "We have filed the following documents as part of this Annual Report on Form 10-K: 1. Consolidated Financial Statements Reports of Independent Registered Public Accounting Firm##48 Financial Statements:## Consolidated Balance Sheets##51 Consolidated Statements of Income##52 Consolidated Statements of Comprehensive Income##53 Consolidated Statements of Stockholders\u2019 Equity##54 Consolidated Statements of Cash Flows##55"}
-{"_id": "GOOGL20231868", "title": "GOOGL Schedule II: Valuation and Qualifying Accounts", "text": "The table below details the activity of the allowance for credit losses and sales credits for the years ended December 31, 2021, 2022, and 2023 (in millions): ####Balance at Beginning of Year####Additions####Usage####Balance at End of Year Year ended December 31, 2021##$##1,344##$##2,092##$##(2,047)##$##1,389 Year ended December 31, 2022##$##1,389##$##2,125##$##(2,301)##$##1,213 Year ended December 31, 2023##$##1,213##$##3,115##$##(2,737)##$##1,591"}
-{"_id": "GOOGL20231870", "title": "GOOGL Note: Additions to the allowance for credit losses are charged to expense. Additions to the allowance for sales credits are charged against revenues.", "text": "All other schedules have been omitted because they are not required, not applicable, or the required information is otherwise included."}
-{"_id": "GOOGL20231882", "title": "GOOGL 3. Exhibits", "text": " Exhibit Number##Description####Incorporated by reference herein## ####Form####Date 2.01##Agreement and Plan of Merger, dated October 2, 2015, by and among Google Inc., the Registrant and Maple Technologies Inc.##Current Report on Form 8-K (File No. 001-37580)####October 2, 2015 3.01##Amended and Restated Certificate of Incorporation of the Registrant##Current Report on Form 8-K (File No. 001-37580)####June 3, 2022 3.02##Amended and Restated Bylaws of the Registrant, dated October 19, 2022##Current Report on Form 8-K (File No. 001-37580)####October 25, 2022 4.01##Specimen Class A Common Stock certificate##Current Report on Form 8-K (File No. 001-37580)####October 2, 2015 4.02##Specimen Class C Capital Stock certificate##Current Report on Form 8-K (File No. 001-37580)####October 2, 2015 4.03##Alphabet Inc. Deferred Compensation Plan##Current Report on Form 8-K (File No. 001-37580)####October 2, 2015 4.04##Transfer Restriction Agreement, dated October 2, 2015, between the Registrant and Larry Page and certain of his affiliates##Current Report on Form 8-K (File No. 001-37580)####October 2, 2015 4.05##Transfer Restriction Agreement, dated October 2, 2015, between the Registrant and Sergey Brin and certain of his affiliates##Current Report on Form 8-K (File No. 001-37580)####October 2, 2015 4.06##Joinder Agreement, dated December 31, 2021, among the Registrant, Sergey Brin and certain of his affiliates##Annual Report on Form 10-K (File No. 001-37580)####February 2, 2022"}
-{"_id": "GOOGL20231883", "title": "GOOGL 3. Exhibits", "text": "91."}
-{"_id": "GOOGL20231909", "title": "GOOGL 3. Exhibits", "text": "Alphabet Inc. Exhibit Number######Description####Incorporated by reference herein## ########Form####Date 4.07######Transfer Restriction Agreement, dated October 2, 2015, between the Registrant and Eric E. Schmidt and certain of its affiliates##Current Report on Form 8-K (File No. 001-37580)####October 2, 2015 4.08######Class C Undertaking, dated October 2, 2015, executed by the Registrant##Current Report on Form 8-K (File No. 001-37580)####October 2, 2015 4.09######Indenture, dated February 12, 2016, between the Registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee##Registration Statement on Form S-3 (File No. 333-209510)####February 12, 2016 4.10######Registrant Registration Rights Agreement dated December 14, 2015##Registration Statement on Form S-3 (File No. 333-209518)####February 12, 2016 4.11######First Supplemental Indenture, dated April 27, 2016, between the Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee##Current Report on Form 8-K (File No. 001-37580)####April 27, 2016 4.12######Form of the Registrant\u2019s 3.375% Notes due 2024 (included in Exhibit 4.11)###### 4.13######Form of the Registrant\u2019s 1.998% Note due 2026##Current Report on Form 8-K (File No. 001-37580)####August 9, 2016 4.14######Form of Global Note representing the Registrant\u2019s 0.450% notes due 2025##Current Report on Form 8-K (File No. 001-37580)####August 5, 2020 4.15######Form of Global Note representing the Registrant\u2019s 0.800% notes due 2027##Current Report on Form 8-K (File No. 001-37580)####August 5, 2020 4.16######Form of Global Note representing the Registrant\u2019s 1.100% notes due 2030##Current Report on Form 8-K (File No. 001-37580)####August 5, 2020 4.17######Form of Global Note representing the Registrant\u2019s 1.900% notes due 2040##Current Report on Form 8-K (File No. 001-37580)####August 5, 2020 4.18######Form of Global Note representing the Registrant\u2019s 2.050% notes due 2050##Current Report on Form 8-K (File No. 001-37580)####August 5, 2020 4.19######Form of Global Note representing the Registrant\u2019s 2.250% notes due 2060##Current Report on Form 8-K (File No. 001-37580)####August 5, 2020 4.20######Description of Registrant\u2019s Securities##Annual Report on Form 10-K (File No. 001-37580)####February 3, 2023 10.01##u####Form of Indemnification Agreement entered into between the Registrant, its affiliates and its directors and officers##Current Report on Form 8-K (File No. 001-37580)####October 2, 2015 10.02##u##*##Form of Offer Letter for Directors###### 10.03##u####Offer Letter, dated March 20, 2015, between Ruth Porat and Google Inc., as assumed by the Registrant on October 2, 2015##Current Report on Form 8-K (File No. 001-36380)####March 26, 2015 10.04##u####Compensation Plan Agreement, dated October 2, 2015, between Google Inc. and the Registrant##Current Report on Form 8-K (File No. 001-37580)####October 2, 2015 10.05##u####Director Arrangements Agreement, dated October 2, 2015, between Google Inc. and the Registrant##Current Report on Form 8-K (File No. 001-37580)####October 2, 2015 10.06##u####Alphabet Inc. Deferred Compensation Plan##Current Report on Form 8-K (File No. 001-37580)####October 2, 2015 10.07##u####Alphabet Inc. Amended and Restated 2012 Stock Plan##Current Report on Form 8-K (File No. 001-37580)####June 5, 2020 10.07.1##u####Alphabet Inc. Amended and Restated 2012 Stock Plan - Form of Alphabet Restricted Stock Unit Agreement##Annual Report on Form 10-K (File No. 001-37580)####February 4, 2020 10.07.2##u####Alphabet Inc. 2012 Stock Plan - Form of Alphabet Restricted Stock Unit Agreement##Quarterly Report on Form 10-Q (File No. 001-37580)####November 3, 2016"}
-{"_id": "GOOGL20231910", "title": "GOOGL 3. Exhibits", "text": "92."}
-{"_id": "GOOGL20231932", "title": "GOOGL 3. Exhibits", "text": "Alphabet Inc. Exhibit Number####Description####Incorporated by reference herein## ######Form####Date 10.08##u##Alphabet Inc. Amended and Restated 2021 Stock Plan##Current Report on Form 8-K (file No. 001-37580)####June 3, 2022 10.08.1##u##Alphabet Inc. Amended and Restated 2021 Stock Plan - Form of Alphabet Restricted Stock Unit Agreement##Quarterly Report on Form 10-Q (file No. 001-37580)####July 28, 2021 10.08.2##u##Alphabet Inc. Amended and Restated 2021 Stock Plan - Form of Alphabet Restricted Stock Unit Agreement##Quarterly Report on Form 10-Q (File No. 001-37580)####July 26, 2023 10.08.3##u##Alphabet Inc. Amended and Restated 2021 Stock Plan - Form of Alphabet 2022 CEO Performance Stock Unit Agreement##Annual Report on Form 10-K (File No. 001-37580)####February 3, 2023 10.08.4##u##Alphabet Inc. Amended and Restated 2021 Stock Plan - Form of Alphabet 2022 Non-CEO Performance Stock Unit Agreement##Annual Report on Form 10-K (File No. 001-37580)####February 4, 2020 10.08.5##u##Alphabet Inc. Amended and Restated 2021 Stock Plan - Form of Alphabet 2023 Non-CEO Performance Stock Unit Agreement##Quarterly Report on Form 10-Q (File No. 001-37580)####July 26, 2023 10.09##u##Alphabet Inc. Company Bonus Plan, as amended##Annual Report on Form 10-K (File No. 001-37350)####February 2, 2023 21.01##*##Subsidiaries of the Registrant###### 23.01##*##Consent of Independent Registered Public Accounting Firm###### 24.01##*##Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K)###### 31.01##*##Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002###### 31.02##*##Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002###### 32.01##\u2021##Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002###### 97.01##*##Clawback Policy###### 101.INS##*##Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document###### 101.SCH##*##Inline XBRL Taxonomy Extension Schema Document###### 101.CAL##*##Inline XBRL Taxonomy Extension Calculation Linkbase Document###### 101.DEF##*##Inline XBRL Taxonomy Extension Definition Linkbase Document###### 101.LAB##*##Inline XBRL Taxonomy Extension Label Linkbase Document######"}
-{"_id": "GOOGL20231933", "title": "GOOGL 3. Exhibits", "text": "93."}
-{"_id": "GOOGL20231938", "title": "GOOGL 3. Exhibits", "text": "Alphabet Inc. Exhibit Number####Description####Incorporated by reference herein## ######Form####Date 101.PRE##*##Inline XBRL Taxonomy Extension Presentation Linkbase Document###### 104####Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)######"}
-{"_id": "GOOGL20231939", "title": "GOOGL 3. Exhibits", "text": "_________________u Indicates management compensatory plan, contract, or arrangement."}
-{"_id": "GOOGL20231940", "title": "GOOGL 3. Exhibits", "text": "* Filed herewith."}
-{"_id": "GOOGL20231941", "title": "GOOGL 3. Exhibits", "text": "\u2021 Furnished herewith."}
-{"_id": "GOOGL20231943", "title": "GOOGL 10-K SUMMARY", "text": "None."}
-{"_id": "GOOGL20231944", "title": "GOOGL 10-K SUMMARY", "text": "94."}
-{"_id": "GOOGL20231945", "title": "GOOGL 10-K SUMMARY", "text": "Alphabet Inc."}
-{"_id": "GOOGL20231947", "title": "GOOGL SIGNATURES", "text": "Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized."}
-{"_id": "GOOGL20231952", "title": "GOOGL Date: January 30, 2024", "text": " ##ALPHABET INC.## By:####/S/ SUNDAR PICHAI ####Sundar Pichai ####Chief Executive Officer (Principal Executive Officer of the Registrant)"}
-{"_id": "GOOGL20231954", "title": "GOOGL POWER OF ATTORNEY", "text": "KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sundar Pichai and Ruth M. Porat, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof."}
-{"_id": "GOOGL20231955", "title": "GOOGL POWER OF ATTORNEY", "text": "Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated."}
-{"_id": "GOOGL20231956", "title": "GOOGL POWER OF ATTORNEY", "text": "95."}
-{"_id": "GOOGL20231982", "title": "GOOGL POWER OF ATTORNEY", "text": "Alphabet Inc. Signature##Title##Date /S/ SUNDAR PICHAI##Chief Executive Officer and Director (Principal Executive Officer)##January 30, 2024 Sundar Pichai#### /S/ RUTH M. PORAT##President and Chief Investment Officer; Chief Financial Officer (Principal Financial Officer)##January 30, 2024 Ruth M. Porat#### /S/ AMIE THUENER O'TOOLE##Vice President, Corporate Controller and Principal Accounting Officer##January 30, 2024 Amie Thuener O'Toole#### /S/ FRANCES H. ARNOLD##Director##January 30, 2024 Frances H. Arnold#### /S/ SERGEY BRIN##Co-Founder and Director##January 30, 2024 Sergey Brin#### /S/ R. MARTIN CHAVEZ##Director##January 30, 2024 R. Martin Cha\u0301vez#### /S/ L. JOHN DOERR##Director##January 30, 2024 L. John Doerr#### /S/ ROGER W. FERGUSON JR.##Director##January 30, 2024 Roger W. Ferguson Jr.#### /S/ JOHN L. HENNESSY##Director, Chair##January 30, 2024 John L. Hennessy#### /S/ LARRY PAGE##Co-Founder and Director##January 30, 2024 Larry Page#### /S/ K. RAM SHRIRAM##Director##January 30, 2024 K. Ram Shriram#### /S/ ROBIN L. WASHINGTON##Director##January 30, 2024 Robin L. Washington####"}
-{"_id": "HD20230004", "title": "HD INTRODUCTION", "text": "The Home Depot, Inc. is the world\u2019s largest home improvement retailer based on net sales for fiscal 2023. We offer our customers a wide assortment of building materials, home improvement products, lawn and garden products, de\u0301cor products, and facilities maintenance, repair and operations products. We also provide a number of services, including home improvement installation services and tool and equipment rental. As of the end of fiscal 2023, we operated 2,335 stores located throughout the U.S. (including the Commonwealth of Puerto Rico and the territories of the U.S. Virgin Islands and Guam), Canada, and Mexico. The Home Depot stores average approximately 104,000 square feet of enclosed space, with approximately 24,000 additional square feet of outside garden area. We also maintain a network of distribution and fulfillment centers, as well as a number of e-commerce websites in the U.S., Canada and Mexico. When we refer to \u201cThe Home Depot,\u201d the \u201cCompany,\u201d \u201cwe,\u201d \u201cus\u201d or \u201cour\u201d in this report, we are referring to The Home Depot, Inc. and its consolidated subsidiaries."}
-{"_id": "HD20230005", "title": "HD INTRODUCTION", "text": "The Home Depot, Inc. is a Delaware corporation that was incorporated in 1978. Our Store Support Center (corporate headquarters) is located at 2455 Paces Ferry Road, Atlanta, Georgia 30339. Our telephone number at that address is (770) 433-8211."}
-{"_id": "HD20230011", "title": "HD OUR STRATEGY", "text": "The retail landscape has changed rapidly over the past several years, with a complex macroeconomic environment and customer expectations continually evolving. In fiscal 2023, we experienced a year of moderation after the unprecedented growth of the prior three years, as we navigated the continued shift in consumer consumption trends away from goods and towards services and the impact of a rising interest rate environment. Our ability to operate successfully and meet the needs of our customers in an efficient and cost-effective way was due in significant part to our investments over the past several years aimed at creating an interconnected, frictionless shopping experience that enables our customers to seamlessly blend the digital and physical worlds. Going forward, we will continue to leverage the momentum of these investments and invest in our business in support of the following goals: \u2022We intend to provide the best customer experience in home improvement and develop differentiated capabilities for our customers; \u2022We intend to extend our position as the low-cost provider in home improvement; and \u2022We intend to be the most efficient investor of capital in home improvement."}
-{"_id": "HD20230012", "title": "HD OUR STRATEGY", "text": "We believe that these goals will help us grow faster than the market and deliver value to our shareholders. We are steadfast in this commitment, while also recognizing that exercising corporate responsibility and being informed by the needs of our other stakeholders, including our customers, associates, supplier partners, and communities, creates value for all stakeholders, including our shareholders."}
-{"_id": "HD20230017", "title": "HD DELIVER SHAREHOLDER VALUE", "text": "We deliver on our objective to create shareholder value through our disciplined approach to capital allocation. Our capital allocation principles are as follows: \u2022First, we intend to reinvest in our business to drive growth faster than the market. \u2022Second, after meeting the needs of the business, we look to pay a quarterly dividend. \u2022Third, after reinvesting in our business and paying our dividend, we intend to return excess cash to our shareholders through share repurchases."}
-{"_id": "HD20230018", "title": "HD DELIVER SHAREHOLDER VALUE", "text": "In fiscal 2023, we invested $3.2 billion in capital expenditures to support our business, advance our goals, and continue to build an interconnected customer experience. We also focused on driving productivity throughout the business by lowering our product and transportation costs and initiating a plan to reduce our fixed cost structure by approximately $500 million, which we expect will be realized in fiscal 2024. The combination of reinvesting in the business to drive higher sales and supporting productivity to lower costs allows us to improve our customer experience, increase our competitiveness in the market, and deliver shareholder value."}
-{"_id": "HD20230021", "title": "HD Table of Contents", "text": "In fiscal 2023, we returned over $16 billion to shareholders in the form of cash dividends and share repurchases. Our capital allocation is discussed further in Part II, Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations."}
-{"_id": "HD20230024", "title": "HD OUR CUSTOMERS", "text": "We serve two primary customer groups \u2014 consumers (including both DIY and DIFM customers) and professional customers \u2014 and have developed varying approaches to meet their diverse needs: DIY Customers"}
-{"_id": "HD20230025", "title": "HD OUR CUSTOMERS", "text": "These customers are typically homeowners who purchase products and complete their own projects and installations. Our associates assist these customers both in our stores and through online resources and other media designed to provide product and project knowledge. We also offer a variety of clinics and workshops both to share this knowledge and to build an emotional connection with our DIY customers. As the preferences and behaviors of our DIY customers are changing, we are investing in capabilities to better serve the needs of those customers."}
-{"_id": "HD20230027", "title": "HD Professional Customers (or \u201cPros\u201d)", "text": "These customers are primarily professional renovators/remodelers, general contractors, maintenance professionals, handymen, property managers, building service contractors and specialty tradespeople, such as electricians, plumbers and painters. These customers build, renovate, remodel, repair, and maintain residential properties, multifamily properties, hospitality properties, and commercial facilities, including education, healthcare, government, institutional, and office buildings."}
-{"_id": "HD20230028", "title": "HD Professional Customers (or \u201cPros\u201d)", "text": "We have a number of initiatives designed to drive growth with Pros, including those working on both simple and complex projects. We remain focused on providing a customized online experience, a dedicated sales force, a broad assortment of Pro-focused products and brands, an extensive delivery network, our Pro Xtra loyalty program, and enhanced credit offerings. Building on our historical strength as a destination for urgent purchase needs, we are investing in differentiated capabilities that will help us better serve our Pros\u2019 complex purchase needs, including expanded supply chain capabilities, additional trade credit offerings, more showroom space, and an enhanced order management system."}
-{"_id": "HD20230029", "title": "HD Professional Customers (or \u201cPros\u201d)", "text": "We serve the MRO marketplace through our subsidiary HD Supply, a leading national distributor and provider of MRO products and related value-added services to multifamily, hospitality, healthcare, and government housing facilities, among others. Our MRO operations use a distribution center-based model that sells products primarily through a professional sales force and through e-commerce platforms and print catalogs."}
-{"_id": "HD20230030", "title": "HD Professional Customers (or \u201cPros\u201d)", "text": "In October 2023, we announced changes to our leadership structure, aligning our outside sales and service business with our global store organization to better serve our Pros by leveraging our full ecosystem and newest capabilities. We recognize the great value our Pros provide to their clients, and we strive to make their jobs easier and help them grow their businesses, from expanded capabilities to improve their business and customer experience to the Path to Pro network we are building for Pros to connect with jobseekers to help address the skilled labor shortage. We believe that investments aimed at deepening our relationships with our Pros are yielding increased engagement and will continue to translate into incremental sales to these customers."}
-{"_id": "HD20230032", "title": "HD DIFM Customers", "text": "Intersecting our DIY customers and our Pros are our DIFM customers. These customers are typically homeowners who use Pros to complete their project or installation. Currently, we offer installation services in a variety of categories, such as flooring, water heaters, bath, garage doors, cabinets, cabinet makeovers, countertops, sheds, furnaces and central air systems, and windows. DIFM customers can purchase these services in our stores, online, or in their homes through in-home consultations. In addition to serving our DIFM customer needs, we believe our focus on the Pros who perform services for these customers helps us drive higher product sales."}
-{"_id": "HD20230034", "title": "HD OUR PRODUCTS AND SERVICES", "text": "A typical The Home Depot store stocks approximately 30,000 to 40,000 items during the year, including both national brand name and proprietary products. Our online product offerings complement our stores by serving as an extended aisle, and we offer a significantly broader product assortment through our websites and mobile applications, including homedepot.com, our primary website; homedepot.ca and homedepot.com.mx, our websites in Canada and Mexico, respectively; hdsupply.com, our website for our MRO products and related services; our websites for custom window coverings including blinds.com, justblinds.com and americanblinds.com; and thecompanystore.com, our website featuring textiles and de\u0301cor products."}
-{"_id": "HD20230037", "title": "HD Table of Contents", "text": "We believe our merchandising organization is a key competitive advantage, delivering product innovation, assortment and value, which reinforces our position as the product authority in home improvement. In fiscal 2023, we continued to invest in merchandising resets in our stores to refine assortments, optimize space productivity, introduce innovative new products to our customers, and improve visual merchandising to drive a better shopping experience. At the same time, we remain focused on offering everyday values in our stores and online. To help our merchandising organization keep pace with changing customer expectations and increasing desire for innovation, localization, and personalization, we are continuing to invest in tools to better leverage our data and drive a deeper level of collaboration with our supplier partners. As a result, we have continued to focus on enhanced merchandising information technology tools to help us: (1) build an interconnected shopping experience that is tailored to our customers\u2019 shopping intent and location; (2) provide the best value in the market; and (3) optimize our product assortments. Our merchandising team leverages technology and works closely with our inventory and supply chain teams, as well as our supplier partners, to manage our assortments, drive innovation, manage the cost environment, and adjust inventory levels to respond to fluctuations in demand."}
-{"_id": "HD20230038", "title": "HD Table of Contents", "text": "To complement our merchandising efforts, we offer a number of services for our customers, including installation services for our DIY and DIFM customers, as noted above. We also provide tool and equipment rentals at locations across the U.S. and Canada, providing value and convenience for both Pros and consumers. To improve the customer experience and continue to grow this differentiated service offering, we are continuing to invest in more locations (including continuing to pilot rental locations in Mexico), more tools, and better technology."}
-{"_id": "HD20230040", "title": "HD Sourcing and Quality Assurance", "text": "We maintain a global sourcing program to obtain high-quality and innovative products directly from manufacturers in the U.S. and around the world. During fiscal 2023, in addition to our U.S. sourcing operations, we maintained sourcing offices in Mexico, Canada, China, India, Vietnam and Europe. To ensure that suppliers adhere to our high standards of social and environmental responsibility, we also have a global responsible sourcing program. Under our supplier contracts, our suppliers are obligated to ensure that their products comply with applicable international, federal, state and local laws. These contracts also require compliance with our responsible sourcing standards, which cover a variety of expectations across multiple areas of social compliance, including supply chain transparency, compliance with applicable laws and regulations addressing prohibitions on child and forced labor, health and safety, environmental matters, compensation, and hours of work. To drive accountability with our suppliers, our standard supplier buying agreement includes a factory audit right related to these standards, and we conduct factory audits and compliance visits with non-Canada and non-U.S. suppliers of private branded and direct import products. Our 2023 Responsible Sourcing Report, available on our website at https://corporate.homedepot.com under \u201cResponsibility > Sourcing Responsibly,\u201d provides more information about this program. In addition, we have both quality assurance and engineering resources dedicated to establishing criteria and overseeing compliance with safety, quality and performance standards for our private branded products."}
-{"_id": "HD20230042", "title": "HD Intellectual Property", "text": "Our business has one of the most recognized brands in North America. As a result, we believe that The Home Depot\u00ae trademark has significant value and is an important factor in the marketing of our products, e-commerce, stores and business. We have registered or applied for registration of trademarks, service marks, copyrights and internet domain names, both domestically and internationally, for use in our business, including our proprietary brands such as HDX\u00ae, Husky\u00ae, Hampton Bay\u00ae, Home Decorators Collection\u00ae, Glacier Bay\u00ae, Vigoro\u00ae, Everbilt\u00ae and Lifeproof\u00ae. The duration of trademark registrations varies from country to country. However, trademarks are generally valid and may be renewed indefinitely as long as they are in use and/or their registrations are properly maintained."}
-{"_id": "HD20230043", "title": "HD Intellectual Property", "text": "We also maintain patent portfolios relating to our business operations, retail services, and products, and we seek to patent or otherwise protect innovations we incorporate into our business. Patents generally have a term of twenty years from the date they are filed. As our patent portfolio has been built over time, the remaining terms of the individual patents across our patent portfolio vary. Although our patents have value, no single patent is essential to our business. We continuously assess our merchandising departments and product lines for opportunities to expand the assortment of products offered within The Home Depot\u2019s portfolio of proprietary and exclusive brands."}
-{"_id": "HD20230045", "title": "HD COMPETITION AND SEASONALITY", "text": "Our industry is highly competitive, fragmented, and evolving. As a result, we face competition for customers for our products and services from a variety of retailers, suppliers, service providers, and distributors and manufacturers that sell products directly to their respective customer bases. These competitors range from traditional brick-and-mortar, to multichannel, to exclusively online, and they include a number of other home improvement retailers; local,"}
-{"_id": "HD20230048", "title": "HD Table of Contents", "text": "regional and national hardware stores; electrical, plumbing and building materials supply houses; and lumber yards. With respect to some products and services, we also compete with specialty design stores, showrooms, discount stores, paint stores, specialty and mass digital retailers, warehouse clubs, MRO distributors, home de\u0301cor retailers, and other retailers, as well as with providers of home improvement services and tool and equipment rental. The internet facilitates competitive entry, price transparency, and comparison shopping, increasing the level of competition we face."}
-{"_id": "HD20230049", "title": "HD Table of Contents", "text": "Both in-store and online, we compete primarily based on customer experience, price, quality, product availability and assortment, and delivery options. We also compete based on store location and appearance, presentation of merchandise, and ease of shopping experience. Our Pros also look for dedicated sales support, competitive credit and pricing options, project planning tools, and product depth and job lot quantities, particularly for their complex purchase needs. Furthermore, with respect to delivery options, customers are seeking faster and/or guaranteed delivery times, low-price or free shipping, and/or convenient pickup options. Our ability to be competitive on delivery and pickup times, options and costs depends on many factors, including the success of our supply chain investments, described more fully under \u201cOur Supply Chain\u201d below."}
-{"_id": "HD20230050", "title": "HD Table of Contents", "text": "Our business is subject to seasonal influences. Generally, our highest volume of sales occurs in our second fiscal quarter, as we move into the spring season in the regions in which we operate."}
-{"_id": "HD20230052", "title": "HD INTERCONNECTED SHOPPING EXPERIENCE", "text": "We continue to enhance our capabilities to provide our customers with a frictionless interconnected shopping experience across our stores, online, on the job site, and in their homes, focusing on continued investments in our website and mobile apps to enhance the digital customer experience."}
-{"_id": "HD20230054", "title": "HD Digital Experience", "text": "Enhancements to our digital properties are critical for our increasingly interconnected customers, who often research products and check available inventory online before going into one of our stores to view products in person or talk to an associate and then making their purchase either in store or online. While in the store, customers may also go online to access ratings and reviews, compare prices, view our extended assortment, and purchase additional products. Our investments in a truly interconnected experience are focused on bringing together the power of our physical retail presence and the frictionless interaction of our digital capabilities."}
-{"_id": "HD20230055", "title": "HD Digital Experience", "text": "A significant majority of the traffic in our digital channels is on mobile devices. Mobile customers expect more simplicity and relevancy in their digital interactions. As a result, we have made investments in our digital properties to improve the overall presentation and ease of navigation for the user. We have also enhanced the \u201cshopability\u201d of an online product by including more information on the product\u2019s landing page, including related products and/or parts of a collection, as well as various fulfillment options. We believe our focus on improving search capabilities, site functionality, category presentation, product content, speed to checkout, and fulfillment options has yielded higher traffic, better conversion and continued sales growth."}
-{"_id": "HD20230056", "title": "HD Digital Experience", "text": "Further, we do not view the interconnected shopping experience as a specific transaction; rather, we believe it encompasses an entire journey from inspiration and know-how, to purchase and fulfillment, to post-purchase care and support. Customers expect more personalized messaging, so we are continuing to focus on connecting marketing activities with the online and in-store experiences to create seamless engagement across channels. From the inspirational point of the purchase journey to providing product know-how, we continue to invest in the infrastructure and capabilities needed to deliver the most relevant marketing messages to our customers based on what is important to them today."}
-{"_id": "HD20230058", "title": "HD Store Experience", "text": "Our stores remain the hub of our business, and we continue to invest to improve the customer shopping experience through easier navigation and increased convenience and speed of checkout. In fiscal 2023, we continued to leverage the investments made in our stores over the past several years to operate effectively and meet customer expectations. These investments included wayfinding signage and store refresh packages; self-service lockers, online order storage areas and curbside service to enable convenient online order pickup options; electronic shelf label capabilities; and the re-design of front-end areas, including reconfigured service desks, improved layouts in checkout areas, and expanded and enhanced self-checkout options. We have also empowered our customers with additional self-help tools, including mobile app-enabled store navigation. Our app provides store-specific maps, which allow customers to pinpoint the exact location of an item on their mobile devices. Finally, we have also invested in compensation enhancements for our front-line associates, which we believe are contributing to lower attrition, increased associate engagement, and fewer safety incidents in our stores. We believe these investments"}
-{"_id": "HD20230061", "title": "HD Table of Contents", "text": "are driving higher customer satisfaction scores, and we will continue to invest to improve the customer experience. In addition, we have identified areas that have experienced significant population growth or where market voids exist, and in fiscal 2023 we initiated a plan to open approximately 80 new stores over a five-year period to address those opportunities. These new stores will help relieve pressure at existing high-volume stores and add stores in areas with less store coverage, helping us to improve the customer experience and drive revenue growth."}
-{"_id": "HD20230062", "title": "HD Table of Contents", "text": "Investing in Associate Productivity. We continually strive to improve our store operations to remove complexity and inefficient processes, allowing our associates to spend more of their time serving our customers. To this end, we have continued to focus on process improvements like optimizing product flow to improve on-shelf product availability and thus decrease the amount of time store associates spend locating products; creating a simpler order management system; expanding in-aisle, real-time mobile learning tools for our associates\u2019 own development and to assist with customer questions; and using labor model tools to better align associate activity with customer needs. For a number of years, our associates have used web-enabled handheld devices to help them more efficiently meet the needs of the business and serve customers. Our current generation of these digital \u201chdPhone\u201d devices offers enhanced functionality that allows associates to readily query inventory, access applications that support customer service, and assist with locating products. Our hdPhones also give our U.S. store associates access to Sidekick, an application that directs associates to bays where product is low or out of stock and helps our associates prioritize the highest value tasks more effectively. To further support productivity, in fiscal 2023 we rolled out Computer Vision in our U.S. stores, which provides greater visibility into where product is located, including both on the shelves and in the overhead space, enabling strategically-directed tasking and improving on-shelf availability."}
-{"_id": "HD20230063", "title": "HD Table of Contents", "text": "Investing in Safety. We remain committed to maintaining a safe shopping and working environment for our customers and associates. We accomplish this by creating a strong culture of safety, building on our core value of Taking Care of Our People, that starts from the top with engaged leaders who empower associates to make decisions that prioritize the safety of everyone. We use data to identify areas of greatest risk, including emerging risks, and invest in tools, equipment and technology to reduce those risks in our packaging, processes, and behaviors. Our associate training and awareness initiatives target individual roles and responsibilities, integrating with overall strategies that promote physical and psychological safety and mental wellness."}
-{"_id": "HD20230064", "title": "HD Table of Contents", "text": "We empower trained EH&S associates to continuously evaluate, develop, implement and enforce policies, processes and programs in our stores, facilities and offices across the Company. Our EH&S policies are woven into our everyday operations for site, district and regional teams, and integrate with operating platforms to provide safety line-of-sight to all leaders and associates. Common program elements include daily store inspection checklists; routine follow-up audits from our store-based safety team members; preventative maintenance programs to promote equipment and physical space safety; and departmental merchandising safety standards."}
-{"_id": "HD20230066", "title": "HD OUR SUPPLY CHAIN", "text": "We continue to focus on building best-in-class competitive advantages in our supply chain to be responsive to our customers\u2019 expectations for how, when and where they choose to receive our products and services. As part of enhancing the interconnected shopping experience, we continue to invest in our supply chain network, with the goal of achieving the fastest, most efficient and most reliable delivery capabilities in home improvement. Our efforts are focused on ensuring product availability and increasing the speed and reliability of delivery for our customers while managing our costs. Our supply chain investments have helped us to operate effectively and meet our customers\u2019 needs, even with the challenging environment over the past few years."}
-{"_id": "HD20230067", "title": "HD OUR SUPPLY CHAIN", "text": "We centrally forecast and replenish the vast majority of our store products through sophisticated inventory management systems and utilize our network of distribution centers to serve both our stores\u2019 and customers\u2019 needs. Our supply chain includes multiple distribution center platforms in the U.S., Canada, and Mexico tailored to meet the needs of our stores and customers based on types of products, location, transportation, and delivery requirements. These include rapid deployment centers, stocking distribution centers, bulk distribution centers, flatbed distribution centers, and direct fulfillment centers, among others. Over the past several years, we have invested to further automate and mechanize our rapid deployment center network to drive greater efficiency and faster movement of product."}
-{"_id": "HD20230068", "title": "HD OUR SUPPLY CHAIN", "text": "We are also continuing to enhance our supply chain network, with our expanded fulfillment facilities designed to drive speed and reliability of delivery for our customers. In many markets we offer same day or next day delivery of a multitude of products through our stores and fulfillment centers. We also have omni-channel fulfillment centers, which deliver product directly to customers, and market delivery operations, which function as local hubs to consolidate freight for dispatch to customers for the final mile of delivery, with a focus on appliances. We met our goals to control more of our appliance delivery end-to-end and manage all of our appliance delivery volume through our market delivery operations in fiscal 2022, and in fiscal 2023, we continued to invest in these capabilities,"}
-{"_id": "HD20230071", "title": "HD Table of Contents", "text": "including expansion of our last mile delivery capacity. We have also opened additional flatbed distribution centers, which handle large items like lumber and building materials that are transported on flatbed trucks. Our network is designed to create a competitive advantage with unique, industry-leading capabilities for home improvement needs for both our Pros and consumers. We will continue to invest in our supply chain network as needed to support our business."}
-{"_id": "HD20230072", "title": "HD Table of Contents", "text": "In addition to our distribution and fulfillment centers, we leverage our stores as a network of convenient customer pickup, return, and delivery fulfillment locations. Our premium real estate footprint provides a distinct structural and competitive advantage. For customers who shop online and want to pick up or return merchandise at a store, or have it delivered from a store, we have four interconnected retail programs: BOSS, BOPIS, BODFS, and BORIS. We also provide curbside pickup to complement our BOPIS offerings, in addition to the self-service lockers at the front entrance of many of our stores. We also offer car and van delivery service from the majority of our U.S. stores. For fiscal 2023, approximately 50% of our U.S. online orders were fulfilled through a store. We also continue to focus on developing new capabilities to improve both efficiency and customer experience for delivery from our stores. Our strategic intent is to have a portfolio of efficient, timely and reliable sources and methods of delivery to choose from, optimizing order fulfillment and delivery based on customer needs, inventory locations, and available transportation options."}
-{"_id": "HD20230074", "title": "HD CORPORATE RESPONSIBILITY AND HUMAN CAPITAL MANAGEMENT", "text": "We view corporate responsibility matters through the lens of our business, with an understanding that if we support our associates, our customers, our supplier partners, and the communities we serve, we also support our business and create long-term value for our shareholders. As a result, we believe that what is commonly called ESG today is fundamentally embedded in our operations and culture. We organize our efforts around three pillars: (1) Focus on Our People, (2) Operate Sustainably, and (3) Strengthen Our Communities. Highlights of each of these pillars are set forth below. For further information on our three pillars and other ESG-related matters, see our annual ESG Report, available on our website at https://corporate.homedepot.com/responsibility."}
-{"_id": "HD20230076", "title": "HD Focus on Our People", "text": "Our culture and our associates provide intangible and hard-to-replicate competitive advantages, which have been key to helping us navigate challenging market conditions. Our associates are essential to providing the experience and service that our customers demand. To preserve and protect that customer experience, we focus on cultivating a compelling associate experience, which we believe supports our ability to attract and retain our associates. This includes investing in competitive wages and benefits while also providing the culture, tools, training and development opportunities that make working at The Home Depot an enjoyable and rewarding experience. These actions are the foundation of our key tenets of putting customers first and taking care of our associates."}
-{"_id": "HD20230077", "title": "HD Focus on Our People", "text": "Culture and Values. The Home Depot has a strong commitment to ethics and integrity, and we are a values- and culture-centric business. Our commitment to our core values drives our approach to human capital management. Our culture is based on our servant leadership philosophy represented by the inverted pyramid, which puts primary importance on our customers and our associates by positioning them at the top, with senior management at the base in a support role. We bring our culture to life through our core values, which serve as the foundation of our business and as the guiding principles behind the decisions we make every day."}
-{"_id": "HD20230078", "title": "HD Focus on Our People", "text": "Our values also guide our efforts to create an environment that will help us attract and retain skilled associates in the competitive marketplace for talent. We empower our associates to deliver a superior customer experience by living our values, and we position our associates to embody our core values by integrating the importance of our culture into ongoing development programs and rewards programs. Leaders participate in programs designed to"}
-{"_id": "HD20230081", "title": "HD Table of Contents", "text": "build and strengthen our culture, such as training on leadership skills, cross-functional collaboration, inclusiveness, and associate engagement, and associates receive training on unconscious bias. Our core values are at the root of our human capital management programs."}
-{"_id": "HD20230088", "title": "HD Table of Contents", "text": "Our Workforce. At the end of fiscal 2023, we employed approximately 463,100 associates, of whom approximately 46,200 were salaried, with the remainder compensated on an hourly basis. Set forth below is the geographic makeup of our workforce: Geographic Location##Number of Associates##% of Total Workforce## United States##411,200##88.8##% Canada##33,800##7.3##% Mexico##17,800##3.8##% Other (1)##300##0.1##% Total##463,100##100%##"}
-{"_id": "HD20230090", "title": "HD \u2014\u2014\u2014\u2014", "text": "(1) Includes associates in our sourcing organization located in China, Vietnam, India, Italy, Poland and Turkey."}
-{"_id": "HD20230091", "title": "HD \u2014\u2014\u2014\u2014", "text": "Talent Attraction and Development. As we attract and hire new associates, we strive to create a customer-like experience for jobseekers by focusing on speed and personalization as they progress through the steps of our recruiting process. We employ targeted marketing practices through our careers website, which personalizes the user\u2019s experience based on jobseeker location and searching behavior. Jobseekers can also apply for roles from anywhere using desktop or mobile devices. Once a jobseeker has applied for a role and has been selected to move forward in the recruiting process, we provide self-service for many of our positions by allowing candidates to schedule or reschedule pre-hire activities directly from their mobile device. Lastly, we created a quick hiring process for select roles by matching candidates to jobs that fit their needs."}
-{"_id": "HD20230092", "title": "HD \u2014\u2014\u2014\u2014", "text": "We offer all of our associates the opportunity to benefit from robust development opportunities. Our Home Depot University, or \u201cHDU,\u201d program, is a key part of this development, offering relevant content through multiple platforms, including instructor-led classes, e-learning, mobile learning, and additional online resources. We also invest in ongoing growth and development by providing coaching through continuous leader support and empowering our associates to learn new skills at their own pace through mobile applications our associates can access at any time. We equip our leaders with the tools they need to develop themselves and their teams through several programs designed to help them lead inclusively, empower their teams, and serve as mentors for our associates."}
-{"_id": "HD20230093", "title": "HD \u2014\u2014\u2014\u2014", "text": "We also continue to work to ensure our store leadership structure supports both associate development and engagement as well as alignment across our organization. In fiscal 2023, we continued to refine the updated store leadership structure established in fiscal 2022, which created new management positions in our stores focused on the customer service experience, increasing the number of managers on the floor at any given time. This structure frees up time for other store leaders to devote to associate training and development. The result is an improved customer and associate experience, while also providing new career paths for associates. In fiscal 2023, we also announced changes to our senior leadership structure to better align the outside sales and service team with the global store organization, so that both outside sales and store associates can better serve our Pros."}
-{"_id": "HD20230094", "title": "HD \u2014\u2014\u2014\u2014", "text": "Associate Engagement. Associate engagement is the emotional commitment associates have to The Home Depot. It is vital to our culture and to our success. We create an engaging workplace by continuously listening to and acting on associate feedback. We provide several pulse check surveys to associates throughout the year that help us determine how emotionally connected those associates are to our customers, the Company, their jobs, fellow associates, and leaders. In addition, our annual Voice of the Associate survey, which includes all associates, serves as our primary means of gauging associates\u2019 level of engagement within their roles. We use the feedback from these surveys to help improve the overall associate experience. We also maintain a digital associate engagement platform that links associates with common interests and fuels connections to co-workers and Company leaders. Additionally, we have a number of programs to recognize stores and individual associates for exceptional customer service and demonstrating our core values."}
-{"_id": "HD20230095", "title": "HD \u2014\u2014\u2014\u2014", "text": "Diversity, Equity and Inclusion. Guided by our core values and grounded in our culture, we believe that having a diverse, equitable and inclusive Company is key to our success. We strive to maintain a Company where our associates are valued and respected and feel a sense of belonging in the workplace, so that they can provide the customer experience that supports our business and the communities we serve. Our Office of Diversity, Equity and Inclusion (\u201cDEI\u201d) supports our DEI engagement efforts with our associates, suppliers, and communities."}
-{"_id": "HD20230103", "title": "HD Table of Contents", "text": "Below is the fiscal 2023 demographic data for our U.S. associates: Associate Population####Race/Ethnicity######Gender## ##% Minority##% White##% Undisclosed##% Female##% Male##% Undisclosed U.S. Workforce##49%##49%##2%##37%##62%##1% U.S. Managers & Above (1)##39%##60%##1%##35%##65%##1% U.S. Officers##25%##74%##1%##31%##68%##1%"}
-{"_id": "HD20230105", "title": "HD \u2014\u2014\u2014\u2014", "text": "(1) Does not include officers."}
-{"_id": "HD20230108", "title": "HD Note: Certain percentages may not sum to totals due to rounding.", "text": "As a Company, we have identified several priorities designed to guide our efforts to enhance diversity, equity and inclusion. We believe these associate-, supplier- and community-focused priorities will further enhance our customers\u2019 experience and make a sustainable difference within the workplace, marketplace, and community: \u2022Associate Engagement"}
-{"_id": "HD20230109", "title": "HD Note: Certain percentages may not sum to totals due to rounding.", "text": "\u25e6Consider inclusivity throughout our organization and create an environment where every associate feels included and valued for who they are"}
-{"_id": "HD20230111", "title": "HD \u25e6Promote equal opportunity in recruitment, hiring, training, development and advancement", "text": " \u2022Supplier Diversity"}
-{"_id": "HD20230112", "title": "HD \u25e6Promote equal opportunity in recruitment, hiring, training, development and advancement", "text": "\u25e6Increase visibility into our spend with diverse suppliers, including diverse subcontractors"}
-{"_id": "HD20230114", "title": "HD \u25e6Promote equal opportunity in recruitment, hiring, training, development and advancement", "text": "\u25e6Increase the pipeline of diverse suppliers to be considered for engagement \u2022Community Engagement"}
-{"_id": "HD20230115", "title": "HD \u25e6Promote equal opportunity in recruitment, hiring, training, development and advancement", "text": "\u25e6Partner with organizations on programs designed to close the wealth gap"}
-{"_id": "HD20230117", "title": "HD \u25e6Support programs that advance education for all", "text": "Compensation and Benefits. Consistent with our core values, we take care of our people by offering competitive compensation and comprehensive benefits programs. We continuously make wage investments to ensure our compensation packages reflect the evolving circumstances across our markets. Our profit-sharing program for hourly associates also provides semi-annual cash awards for performance against our business plan. Our associates can take advantage of a range of benefits, including healthcare and wellness programs, vacation and leave of absence benefits including parental leave and paid sick/personal time off, a 401(k) match, our ESPPs, personal finance education and advisory services, assistance programs to help with managing personal and work-life challenges, family support programs, and educational assistance."}
-{"_id": "HD20230119", "title": "HD Operate Sustainably", "text": "We have a long-standing commitment to reduce the impact that our operations and products have on the environment, which we believe helps make our business stronger, more agile, and more resilient. This approach extends from the products and services we offer to our customers; to our store construction, maintenance and operations; to our supply chain and packaging initiatives; to our ethical sourcing program. As we strive to operate sustainably, we have focused on efforts that help protect the climate, reduce our environmental impact, and source products responsibly, and we have set goals to drive progress in these areas."}
-{"_id": "HD20230120", "title": "HD Operate Sustainably", "text": "Our 2023 ESG Report, available on our website at https://corporate.homedepot.com/responsibility, includes more information on our goals, as well as specific initiatives we have in place to help achieve these goals. In order to progress against our goals to reduce our environmental footprint, we have a number of environmentally focused programs and initiatives."}
-{"_id": "HD20230121", "title": "HD Operate Sustainably", "text": "Science-Based Targets for Emissions Reductions. In fiscal 2023, we submitted new reduction goals to the Science Based Targets initiative (SBTi) to reduce Scope 1, 2 and 3 emissions in line with the Paris Agreement goals, and we further enhanced our goal for Scope 3 emissions reductions in early fiscal 2024. We now plan to reduce our combined absolute Scope 1 and 2 emissions and our absolute Scope 3 Category 11 (\u201cUse of Sold Products\u201d) emissions by 42%, each by the end of fiscal 2030 from a fiscal 2020 base year. The SBTi has validated that our enhanced goals conform with its criteria and has determined that our Scope 1 and 2 target is in line with a 1.5-degree Celsius trajectory. Adoption of these SBTi-approved goals builds on and supersedes our previous science-based goals to reduce Scope 1 and 2 carbon emissions by 2.1% per year, to achieve a 40% reduction by the end of fiscal 2030 and a 50% reduction by the end of fiscal 2035."}
-{"_id": "HD20230124", "title": "HD Table of Contents", "text": "Store Operations and Renewable/Alternative Energy.  We have reduced U.S. store electricity consumption through initiatives such as LED lighting upgrades; installation of energy-efficient HVAC systems; and participation in demand mitigation. We have also invested in on-site alternative or renewable energy projects such as fuel cells and solar panels and contracts with off-site wind and solar power providers. We have continued to work toward our goal to produce or procure renewable electricity equivalent to the electricity needs for all Home Depot facilities by the end of fiscal 2030."}
-{"_id": "HD20230125", "title": "HD Table of Contents", "text": "Product Offerings. Through our Eco ActionsTM program, we have helped our customers more easily identify products related to five areas: carbon emissions, circularity, responsible chemistry, sustainable forestry, and water use. Under our Eco Actions program, we sell ENERGY STAR\u00ae certified appliances; WaterSense\u00ae-labeled bath faucets, showerheads, aerators, toilets, and irrigation controllers; LED light bulbs; tankless water heaters; and many other products. These products, through proper use, help our customers save money on their utility bills and reduce their environmental impact, and in fiscal 2023 we set new goals for customer savings on energy costs and reduced water usage through purchases of these products. In fiscal 2023, we also announced a goal that by the end of fiscal 2028, 85% of our U.S. and Canada in-store and online sales of push mowers and handheld outdoor power equipment will be powered by rechargeable battery technology. Through Eco Actions, we also provide customers with resources, such as project tutorials, to take individual action on environmental issues."}
-{"_id": "HD20230126", "title": "HD Table of Contents", "text": "In-Store Recycling Programs.  We offer customer-facing recycling programs in the U.S., including in-store recycling programs for compact fluorescent light bulbs, rechargeable batteries, and lead acid batteries."}
-{"_id": "HD20230127", "title": "HD Table of Contents", "text": "Chemical Strategy. We are committed to increasing our assortment of products that meet high environmental standards, and we encourage our suppliers to invest in developing environmentally innovative products. We periodically evaluate our Chemical Strategy to ensure our approach and goals are appropriate. In fiscal 2023, we updated our Chemical Strategy to include a new goal to not allow added PFAS (Perfluoroalkyl and Polyfluoroalkyl Substance) chemicals in our new private-brand patio and home de\u0301cor products sold in our U.S. and Canada stores by the end of fiscal 2025."}
-{"_id": "HD20230128", "title": "HD Table of Contents", "text": "Sustainable Packaging. In addition to our goal related to eliminating expanded polystyrene foam (EPS) and polyvinyl chloride (PVC) film from new packaging for our private-brand products sold in U.S. and Canada stores and online, we are continually working with our suppliers to find ways to make product packaging more recyclable or simply use less material, such as through the reduction of single-use plastics. In fiscal 2023, we also announced a new goal that all private brand fiber packaging for new SKUs in our U.S. and Canada stores and online will be compostable, recyclable or recycled content by the beginning of fiscal 2027."}
-{"_id": "HD20230129", "title": "HD Table of Contents", "text": "Supply Chain Optimization.  Through our supply chain initiatives such as space sharing and optimization technology, we are working to maximize our use of every mile to make our supply chain more efficient."}
-{"_id": "HD20230130", "title": "HD Table of Contents", "text": "CDP Participation. We are a long-standing participant in the annual CDP Climate Change disclosure process. CDP is an independent, international, not-for-profit organization providing a global system for companies and cities to measure, disclose, manage, and share environmental information. In February 2024, we received a score of \u201cA-\u201d from CDP on our Climate Change submission, reflecting leadership and an improved level of action on climate change. We began participating in CDP\u2019s Forests disclosure process in fiscal 2023, receiving a score of \u201cC\u201d on our first submission, indicating awareness of how these issues intersect with our business."}
-{"_id": "HD20230131", "title": "HD Table of Contents", "text": "Over the past several years, our commitment to sustainable operations has resulted in a number of environmental awards and recognitions. In 2023, we received the following awards: an EPA WaterSense\u00ae Partner of the Year Award for our commitment to offering and promoting water-efficient products; an EPA Safer Choice Partner of the Year Award, which recognizes achievement in products with safer chemicals that furthers innovative source reduction; and an EPA ENERGY STAR\u00ae Partner of the Year Award for our contribution to promoting energy efficiency."}
-{"_id": "HD20230133", "title": "HD Strengthen our Communities", "text": "One of our core values is \u201cGiving Back,\u201d and we support our communities in a number of ways. The Home Depot Foundation focuses on improving the homes and lives of U.S. veterans, assisting communities affected by natural disasters, and training skilled tradespeople to fill the labor gap. The Company and The Home Depot Foundation are partnering with industry leaders on training programs to train the next generation of skilled tradespeople and help them find careers in the home improvement industry through our Path to Pro program, which includes a career networking site to connect skilled tradespeople to industry Pros. Our Team Depot associate volunteers also extend the mission of The Home Depot Foundation in communities across the country, donating thousands of volunteer hours each year to serve the needs of our communities."}
-{"_id": "HD20230136", "title": "HD Table of Contents", "text": "We partner with a variety of suppliers and organizations to further support our DEI efforts. As noted above, our Office of DEI partners with community organizations on programs designed to close the wealth gap and enhance education outcomes across a broad range of communities. We are working to cultivate a supplier base that creates long-lasting growth and mutual business success, while strengthening the communities in which our customers and associates live."}
-{"_id": "HD20230137", "title": "HD Table of Contents", "text": "Please see our 2023 ESG Report for additional information about our efforts to support the communities we serve."}
-{"_id": "HD20230139", "title": "HD GOVERNMENT REGULATION", "text": "As a company with both U.S. and international operations, we are subject to the laws of the U.S. and foreign jurisdictions in which we operate and the rules and regulations of various governing bodies, which may differ among jurisdictions. Compliance with these laws, rules and regulations has not had, and is not expected to have, a material effect on our capital expenditures, results of operations, or competitive position as compared to prior periods."}
-{"_id": "HD20230141", "title": "HD AVAILABLE INFORMATION", "text": "Our internet website is www.homedepot.com. We make available on the Investor Relations section of our website, free of charge, our Annual Reports to shareholders, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements, and Forms 3, 4 and 5, and amendments to those reports, as soon as reasonably practicable after filing such documents with, or furnishing such documents to, the SEC."}
-{"_id": "HD20230142", "title": "HD AVAILABLE INFORMATION", "text": "We include website addresses throughout this report for reference only. The information contained on these websites is not incorporated by reference into this report."}
-{"_id": "HD20230144", "title": "HD Risk Factors", "text": "Our business, results of operations, and financial condition are subject to numerous risks and uncertainties. In connection with any investment decision with respect to our securities, you should carefully consider the following risk factors, as well as the other information contained in this report and our other filings with the SEC. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. Should any of these risks materialize, our business, results of operations, financial condition and future prospects could be negatively impacted, which in turn could affect the trading value of our securities. You should read these Risk Factors in conjunction with Part II, Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and related notes in Item 8."}
-{"_id": "HD20230146", "title": "HD STRATEGIC RISKS", "text": "Strong competition could adversely affect prices and demand for our products and services and could decrease our market share."}
-{"_id": "HD20230147", "title": "HD STRATEGIC RISKS", "text": "Our industry is highly competitive, highly fragmented, and evolving. As a result, we face competition for customers for our products and services from a variety of retailers, suppliers, service providers, and distributors and manufacturers that sell products directly to their respective customer bases."}
-{"_id": "HD20230148", "title": "HD STRATEGIC RISKS", "text": "These competitors range from traditional brick-and-mortar, to multichannel, to exclusively online, and they include a number of other home improvement retailers; local, regional and national hardware stores; electrical, plumbing and building materials supply houses; and lumber yards. With respect to some products and services, we also compete with specialty design stores, showrooms, discount stores, paint stores, specialty and mass digital retailers, warehouse clubs, MRO distributors, home de\u0301cor retailers, and other retailers, as well as with providers of home improvement services and tool and equipment rental. The internet facilitates competitive entry, price transparency, and comparison shopping, increasing the level of competition we face."}
-{"_id": "HD20230149", "title": "HD STRATEGIC RISKS", "text": "We compete primarily based on customer experience; price; quality; product availability, assortment, and innovation; and delivery options, both in-store and online. We also compete based on store location and appearance, presentation of merchandise, and ease of shopping experience throughout every step of the project, from inspiration and research to any post-purchase support. Our Pros also look for dedicated sales support, competitive credit and pricing options, project planning tools, product depth and job lot quantities, particularly for their complex purchase needs. Furthermore, customers are increasingly shopping online and seeking faster and/or guaranteed delivery times, low-price or free shipping, and/or convenient pickup options. Our ability to be competitive on delivery and pickup times, options and costs depends on many factors, including leveraging the momentum of our investments in our supply chain and our interconnected retail capabilities to further enhance the customer shopping experience. Failure to successfully manage these factors and offer competitive delivery and pickup options could negatively impact our profit margins and the demand for our products."}
-{"_id": "HD20230152", "title": "HD Table of Contents", "text": "We use our marketing, advertising and promotional programs to drive customer traffic and compete more effectively, and we must regularly assess and adjust our efforts to address changes in the competitive landscape. Intense competitive pressures from one or more of our competitors, such as through aggressive promotional pricing or liquidation events, or our inability to adapt effectively and quickly to a changing competitive landscape, could adversely affect our prices, our margins, or demand for our products and services. If we are unable to timely and appropriately respond to these competitive pressures, including through the delivery of a superior interconnected customer experience or through maintenance of effective sales and marketing, advertising or promotional programs leveraging both our digital and physical platforms, our market share and our financial performance could be adversely affected. In fiscal 2023 we also continued to operate in an inflationary and rising interest rate environment, and the long-term outlook is difficult to predict. If we experience inflation or deflation at a level beyond our ability to respond effectively, we may not be able to adjust prices to sufficiently offset the effects without negatively impacting consumer demand or margins, as applicable, or it may adversely affect our ability to compete based on price."}
-{"_id": "HD20230153", "title": "HD Table of Contents", "text": "We may not timely identify or effectively respond to consumer needs, expectations or trends, which could adversely affect our relationship with our customers, the demand for our products and services, and our market share."}
-{"_id": "HD20230154", "title": "HD Table of Contents", "text": "The success of our business depends in part on our ability to identify and respond promptly to evolving trends in demographics; shifts in consumer preferences, expectations and needs; changes in the macroeconomic environment; and unexpected weather conditions, natural disasters, or public health issues (including pandemics and related impacts) that impact our customers, while also managing appropriate inventory levels in our stores and distribution or fulfillment centers and maintaining an excellent customer experience. It is difficult to successfully predict the products and services our customers will demand. As our customers expect a more personalized experience, our ability to collect, use, retain, and protect relevant customer data is important to our ability to effectively meet their expectations. Our ability to collect and use that data, however, is subject to a number of external factors, including the impact of legislation or regulations governing data privacy, data-driven technologies such as artificial intelligence, and data security, as well as customer expectations around data collection, retention, and use. In addition, each of our primary customer groups has different needs and expectations, many of which evolve as the demographics in a particular customer group change. Customer preferences and expectations related to sustainability of products and operations are also changing. In addition, as the impacts of COVID-19 have subsided, customers have shifted more of their spending back to travel, dining and other experiences, compared to the historic levels of home improvement spending we saw during the heights of the pandemic. If we do not successfully differentiate the shopping experience to attract our customers and meet their individual needs and expectations, it may adversely impact our sales or our market share."}
-{"_id": "HD20230155", "title": "HD Table of Contents", "text": "Customer expectations about the methods by which they purchase and receive products or services are also becoming more demanding. Customers routinely and increasingly use technology and a variety of electronic devices and digital platforms to rapidly compare products and prices, read product reviews, determine real-time product availability, and purchase products, and new channels and tools to expand the customer experience appear and change rapidly. Our Pros also look for additional capabilities, including dedicated sales support, competitive credit and pricing options, project planning tools, and product depth and job lot quantities, particularly for their complex purchase needs. Once products are purchased, customers seek alternate options for delivery of those products, including advance ordering through digital platforms for Pros, and they often expect quick, timely, and low-price or free delivery and/or convenient pickup options. We must continually anticipate and adapt to these changes in the shopping and purchasing process by continuing to adjust and enhance the online and in-store customer experience as well as our delivery options. The coordinated operation of our network of physical stores, distribution facilities, and online platforms is fundamental to the success of our interconnected strategy. We cannot guarantee that our current or future fulfillment options will be maintained and implemented successfully or that we will be able to meet customer expectations on delivery or pickup times, options and costs. In addition, as our customers continue to leverage our enhanced interconnected shopping and fulfillment options, a greater concentration of online sales with direct fulfillment could result in a reduction in the amount of traffic in our stores, which would, in turn, reduce the opportunities for cross-selling of merchandise that such traffic creates and could reduce our overall sales and adversely affect our financial performance. A greater concentration of online sales with direct fulfillment could also result in higher costs for delivery, potentially impacting our profit margins."}
-{"_id": "HD20230156", "title": "HD Table of Contents", "text": "Failure to provide a relevant and effective customer experience in a timely manner that keeps pace with technological developments and dynamic customer expectations; to maintain appropriate inventory; to provide quick and low-price or free delivery alternatives and convenient pickup options; to differentiate the customer experience for our primary customer groups; to effectively implement an increasingly localized merchandising assortment; or to"}
-{"_id": "HD20230159", "title": "HD Table of Contents", "text": "otherwise timely identify or respond to changing consumer preferences, expectations and home improvement needs could adversely affect our relationship with our customers, the demand for our products and services, and our market share."}
-{"_id": "HD20230160", "title": "HD Table of Contents", "text": "A positive brand and reputation are critical to our business success, and, if our brand and reputation are damaged, it could negatively impact our relationships with our customers, current and potential associates, suppliers, vendors, and shareholders, and, consequently, our business and results of operations or the price of our stock."}
-{"_id": "HD20230161", "title": "HD Table of Contents", "text": "Our brand and reputation are critical to attracting customers, current and potential associates, suppliers and vendors to do business with us. We must continue to manage and protect our brand and reputation. Negative incidents can erode trust and confidence quickly, and adverse publicity about us could damage our brand and reputation; undermine our customers\u2019 confidence in us; reduce demand for our products and services; affect our ability to recruit, engage, motivate and retain associates; attract regulatory scrutiny; and impact our relationships with current and potential suppliers and vendors. Our suppliers\u2019 and vendors\u2019 business practices and positions may also be attributed to us, regardless of our Company\u2019s actions, meaning the actions of third parties pose similar risks to our brand and reputation. Further, our actual or perceived position or lack of position on social, environmental, governance, political, public policy, economic, geopolitical, or other sensitive issues, and any perceived lack of transparency about those matters, could harm our reputation with certain groups. In addition, we could be criticized for the scope or nature of ESG-related initiatives or goals, or for any revisions to or failure to achieve these goals on a timely basis or at all. If our ESG-related data, processes and reporting are incomplete or inaccurate, we could face regulatory scrutiny, litigation and/or adverse reputational impacts. Customers are also increasingly using social media to provide feedback and information about our Company, including our products and services, in a manner that can be quickly and broadly disseminated. Negative sentiment about the Company shared over social media, or misinformation from fraudulent accounts impersonating the Company, could impact our brand and reputation, whether or not it is based in fact."}
-{"_id": "HD20230162", "title": "HD Table of Contents", "text": "The execution of initiatives to implement our interconnected retail strategy could adversely impact our business operations or financial results, and these initiatives might not provide the anticipated benefits."}
-{"_id": "HD20230163", "title": "HD Table of Contents", "text": "Over the past several years, we have made significant investments to execute our interconnected retail strategy, including enhancing and expanding our supply chain, developing differentiated capabilities for our customers, expanding our store base, and making strategic acquisitions. These investments are designed to streamline our operations to allow our associates to continue to provide high-quality service to our customers; simplify customer interactions; provide our customers with a more interconnected shopping experience; expand our sales to larger Pros and better address their complex purchase needs; and create the fastest, most efficient, and most reliable delivery network for home improvement products. Executing our interconnected retail strategy requires continual investment in our operations and information technology systems, as well as the development and execution of new processes, systems and support. Investment in our supply chain also involves significant real estate projects as we expand our distribution network, requiring us to identify and secure available locations with appropriate characteristics needed to support the different types of facilities. In addition, our stores are a key element of our interconnected retail strategy, serving as the hub of our customers\u2019 interconnected shopping experience. We have an aging store base that requires maintenance, investment, and space reallocation initiatives to deliver the shopping experience that our customers desire. We also need to identify and secure available locations with appropriate characteristics for new stores to ensure we can continue to serve our customers effectively."}
-{"_id": "HD20230164", "title": "HD Table of Contents", "text": "We must effectively manage the volume, timing, nature, location, and cost of our investments, projects and changes. Failure to continue to make investments to effectively support our strategy and to implement or integrate those investments in the right manner and at the right pace could adversely impact our business operations or financial results. The cost and potential problems, defects of design, and interruptions associated with the implementation of these initiatives, including those associated with managing third-party service providers, employing new online tools and services, implementing new technologies such as artificial intelligence, implementing and restructuring support systems and processes, securing appropriate store and facility locations, and addressing impacts on inventory levels, could disrupt or reduce the efficiency of our operations in the near term, lead to product availability issues, create complexity in our systems and operations and impact our profitability. Our investments to enhance our interconnected shopping experience, including investments in our store base, supply chain, and capabilities, might not provide the anticipated benefits, or might take longer than expected to complete, integrate or realize anticipated benefits, each of which could adversely impact our competitive position and our financial condition, results of operations, or cash flows."}
-{"_id": "HD20230167", "title": "HD Table of Contents", "text": "If we are unable to effectively manage and expand our alliances and relationships with certain suppliers of both brand name and proprietary products, we may be unable to effectively execute our strategy to differentiate ourselves from our competitors."}
-{"_id": "HD20230168", "title": "HD Table of Contents", "text": "As part of our focus on product differentiation, we have formed strategic alliances and exclusive relationships with certain suppliers to market products under a variety of well-recognized brand names. We have also developed relationships with certain suppliers to allow us to market proprietary products that are comparable to national brands. Our proprietary products differentiate us from other retailers and generally carry higher margins than national brand products. If we are unable to manage and expand these alliances and relationships, maintain favorable terms with current suppliers, or identify alternative sources for comparable brand name and proprietary products, we may not be able to effectively execute product differentiation, which may impact our sales and gross margin results. Our suppliers\u2019 business practices and positions may also be attributed to us, regardless of our Company\u2019s actions, meaning that controversies regarding our suppliers of brand name or proprietary products pose risks to our reputation and brand, and could require us to quickly identify alternative sources for comparable products."}
-{"_id": "HD20230169", "title": "HD Table of Contents", "text": "Our strategic transactions involve risks, which could have an adverse impact on our business, financial condition and results of operations, and we may not realize the anticipated benefits of these transactions."}
-{"_id": "HD20230170", "title": "HD Table of Contents", "text": "We regularly consider and enter into strategic transactions, including mergers, acquisitions, investments, alliances, and other growth and market expansion strategies. We generally expect that these transactions will result in sales increases, cost savings, synergies, enhanced capabilities or various other benefits. Assessing the viability and realizing the benefits of these transactions is subject to significant uncertainty. For each of our acquisitions, we need to determine the appropriate level of integration of the target company\u2019s products, services, associates, and information technology, financial, human resources, compliance, and other systems and processes, and then successfully manage that integration into our corporate structure. Integration can be a complex and time-consuming process, and if the integration is not fully successful or is delayed for a material period of time, we may not achieve the anticipated synergies or benefits of the acquisition. In addition, the integration of businesses may create increased complexity in our financial systems, internal controls, technology and cybersecurity systems, and operations and may make them more difficult to manage. Even if the target companies are successfully integrated, the acquisitions may fail to further our business strategy as anticipated, expose us to increased competition or challenges with respect to our products or services, and expose us to additional risks and liabilities. Strategic transactions may also be subject to significant regulatory uncertainty. The changing enforcement landscape may result in additional costs or delays that affect the anticipated outcome of a transaction. Any failure in the execution of a strategic transaction or investment, our approach to the integration of an acquired asset or business, or achievement of synergies or other benefits could result in slower growth, higher than expected costs, the recording of an impairment of goodwill or other intangible assets, and other actions which could adversely affect our business, financial condition and results of operations."}
-{"_id": "HD20230172", "title": "HD OPERATIONAL RISKS", "text": "Our success depends upon our ability to attract, develop and retain highly qualified associates to provide excellent customer service and to support our strategic initiatives while also controlling our labor costs."}
-{"_id": "HD20230173", "title": "HD OPERATIONAL RISKS", "text": "Our customers expect a high level of customer service and product knowledge from our associates. To meet the needs and expectations of our customers, we must attract, develop and retain a large number of highly qualified associates and maintain a productive relationship with those associates. Our ability to meet our labor needs while controlling labor costs is subject to numerous external factors, including increased market pressures with respect to prevailing wage rates, unemployment levels, and health and other insurance costs; the impact of legislation or regulations governing labor relations, employment, immigration, minimum wage, and healthcare benefits; changing demographics and expectations among the workforce; public health concerns; and our reputation within the labor market. We also compete with other retail businesses for many of our associates in hourly positions, and we invest significant resources in training and motivating them to maintain a high level of job satisfaction. These positions often have high turnover rates, which can lead to increased training and retention costs, particularly in a competitive labor market. We have faced and may continue to face additional challenges in recruiting and retaining associates due to wage pressure; flexible scheduling needs; health and safety concerns; and challenges related to a remote or hybrid working environment for associates who work in our store support centers. We are also subject to labor union efforts to organize groups of our associates from time to time and, if successful, those organizational efforts may decrease our operational flexibility and efficiency, and/or otherwise negatively impact our operations or reputation. These factors, together with competition among potential employers, have resulted in and may continue to result in increased salaries, benefits, or other employee-related costs, and/or may impair our ability to recruit and retain"}
-{"_id": "HD20230176", "title": "HD Table of Contents", "text": "associates, which could have an adverse impact on our business operations, financial condition and results of operations."}
-{"_id": "HD20230177", "title": "HD Table of Contents", "text": "In addition, to execute our interconnected retail strategy, including our supply chain investments, we must attract and retain a large number of skilled professionals, including technology professionals, to implement our ongoing technology and other investments. The market for these professionals is very competitive. An inability to provide wages and/or benefits, including remote or hybrid work flexibility, that are competitive within the markets in which we operate could adversely affect our ability to retain and attract associates. Further, changes in market compensation rates may adversely affect our labor costs."}
-{"_id": "HD20230178", "title": "HD Table of Contents", "text": "Additionally, our ability to successfully execute organizational changes, including management transitions within the Company\u2019s senior leadership, and to effectively motivate and retain associates is critical to our business success. If we are unable to locate, attract or retain qualified associates, or manage leadership transitions successfully, our ability to effectively manage our strategy may be negatively impacted, the quality of service we provide to our customers may decrease, and our financial performance may be adversely affected."}
-{"_id": "HD20230179", "title": "HD Table of Contents", "text": "A failure of a key information technology system or process could adversely affect our business."}
-{"_id": "HD20230180", "title": "HD Table of Contents", "text": "We rely extensively on information technology systems and related personnel to collect, use, retain, manage, transmit, and protect transactions and data. Some of these systems are managed or provided by third-party service providers, including certain cloud platform providers. In managing our business, we also rely heavily on the integrity of, security of, and consistent access to, systems that provide operational and financial data and capabilities related to sales (both in store and online), customer data, supplier data, associate data, job applicant data, partner data, demand forecasting, merchandise ordering, inventory replenishment, supply chain management, payment processing, order fulfillment, customer service, and post-purchase matters. For these information technology systems, applications, and processes to operate effectively, we or our service providers must maintain and update them. Delays in the maintenance, updates, upgrading, or patching of these systems, applications or processes, as well as the actions taken to maintain, update, upgrade and patch, could, and on occasion have, impaired their effectiveness or exposed us to security risks. Our systems and the third-party systems with which we interact, as well as any systems those third parties utilize, are subject to and on occasion have experienced damage, interruption, or malicious activity from a number of causes, including power and other critical infrastructure outages; computer and telecommunications failures; computer viruses; data or security breaches; internal or external data theft or misuse; cyber-attacks, including the use of malicious codes, worms, phishing, smishing, vishing, spyware, denial of service attacks, and ransomware; responsive containment measures by us that may involve voluntarily taking systems offline; natural disasters and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, or other extreme weather events; public health concerns, such as pandemics and quarantines; geopolitical or military conflicts, acts of war, terrorism or civil unrest; other systems outages; inadequate or ineffective redundancy; and design or usage errors or malfeasance by our associates, contractors or third-party service providers. In addition, as more business activities have shifted online, and as many of our store support associates continue to work in a remote or hybrid environment, we face an increased risk due to the potential failure of internal or external information technology infrastructure as well as increased cybersecurity threats and attempts to breach our security networks."}
-{"_id": "HD20230181", "title": "HD Table of Contents", "text": "Although we and our third-party service providers seek to maintain our respective systems effectively and to successfully address the risk of compromise of the integrity, security and consistent operations of these systems, such efforts are not always successful. As a result, we or our service providers could experience and on some occasions have experienced errors, interruptions, delays or cessations of service in key portions of our information technology infrastructure, which could significantly disrupt our operations or impair data security; impact our ability to operate or access communications, financial or banking systems; be costly, time-consuming and resource-intensive to remedy; and adversely impact our reputation and relationship with our customers, associates, suppliers, shareholders or regulators. We may have to expend significant resources to mitigate the impact of any errors, interruptions, delays or cessations of service and may have insufficient recourse against service providers who experience such events."}
-{"_id": "HD20230182", "title": "HD Table of Contents", "text": "In addition, we are currently making, and expect to continue to make, substantial investments in our information technology systems, infrastructure and personnel, in certain cases with the assistance of strategic partners and other third-party service providers. These investments involve replacing existing systems, some of which are older, legacy systems that are less flexible and efficient, with successor systems; outsourcing certain technology and business processes to third-party service providers; making changes to existing systems, including the migration of applications to the cloud; maintaining or enhancing legacy systems that are not currently being replaced; designing or cost-effectively acquiring new systems with new functionality; or testing the use and incorporation of artificial"}
-{"_id": "HD20230185", "title": "HD Table of Contents", "text": "intelligence, including generative artificial intelligence. These efforts could result, and on occasion have resulted, in significant potential risks, including failure of the systems to operate as designed, unexpected impacts on related systems or processes, potential loss or corruption of data, failures in security processes and internal controls, cost overruns, implementation delays or errors, disruption of operations, and the potential inability to meet business and reporting requirements. Any system implementation and transition difficulty may result in operational challenges, security failures, reputational harm, and increased costs that could adversely affect our business operations, our relationships with our customers, and results of operations."}
-{"_id": "HD20230186", "title": "HD Table of Contents", "text": "Disruptions in our customer-facing technology systems could impair our interconnected retail strategy and give rise to negative customer experiences."}
-{"_id": "HD20230187", "title": "HD Table of Contents", "text": "Through our information technology systems, we are able to provide an improved overall shopping and interconnected experience that empowers our customers to shop and interact with us from a variety of electronic devices and digital platforms at each stage of their shopping journey. We use our digital platforms as sales channels for our products and services, as methods of providing inspiration, and as sources of product, project, and other relevant information to our customers to help drive sales. We also have multiple online communities, digital platforms, and knowledge centers that allow us to inform, assist and interact with our customers. The retail industry is continually evolving and expanding, with a significant increase in sales initiated online and via mobile applications in recent years. We may not be successful at managing this increased volume and related delivery options without interruption in the future. Additionally, we must effectively respond to new developments and changing customer preferences with respect to a complex, evolving digital and interconnected experience. We continually seek to enhance all of our online and digital properties to provide a personalized, user-friendly interface for our customers. Disruptions, delays, failures or other performance issues with our customer-facing technology systems, either due to increased volume, system modifications, or other factors, or a failure of these systems to meet our or our customers\u2019 expectations, could impair the value they provide, adversely impact our sales, and negatively affect our relationship with our customers."}
-{"_id": "HD20230188", "title": "HD Table of Contents", "text": "Disruptions in our supply chain and other factors affecting the availability and distribution of our merchandise could adversely impact our business."}
-{"_id": "HD20230189", "title": "HD Table of Contents", "text": "Disruption within our logistics or supply chain network, such as the industry-wide supply chain challenges that resulted from the COVID-19 pandemic, have in the past and may in the future adversely affect our ability to receive and deliver inventory in a timely manner, impair our ability to meet customer demand for products, and result in lost sales, increased supply chain costs, and/or damage to our reputation. Such disruptions may result from damage or destruction to our distribution or fulfillment centers or those of our supply chain service providers; weather-related events; cybersecurity incidents or attacks; natural disasters; international trade disputes, trade policy changes or restrictions, or import- or export-related governmental sanctions or restrictions; customs actions, including regulatory enforcement inquiries, holds, detentions, and exclusions; quotas, tariffs or other import-related taxes; strikes, lock-outs, work stoppages or slowdowns; shortages of supply chain labor, including truck drivers; shipping capacity constraints, including shortages of related equipment; raw material or other shortages; third-party contract disputes or inability to maintain favorable contract terms; supply or shipping interruptions or costs; increased costs or unavailability of fuel; geopolitical or military conflicts or acts of war, as well as any related sanctions or other government or private responses; acts of terrorism; public health issues, including pandemics or quarantines and other related impacts; civil unrest; or other factors beyond our control. In recent years, ports in the U.S. and elsewhere have been impacted by capacity constraints, port congestion and delays, periodic labor disputes, security issues, weather-related events, and natural disasters."}
-{"_id": "HD20230190", "title": "HD Table of Contents", "text": "As we saw during the heights of the COVID-19 pandemic, these types of disruptions place strain on the domestic and international supply chain, which affected and may in the future negatively affect the flow or availability of certain products. Even when we are able to find alternate sources for certain products, they may cost more or require us to incur higher transportation costs, which could adversely impact our profitability and financial condition. Increased demand for online purchases of products, which we experienced during the COVID-19 pandemic, can impact our fulfillment operations, as well as those of our third-party carriers, resulting in delays in delivering products to customers and increases in our out-of-stock levels."}
-{"_id": "HD20230191", "title": "HD Table of Contents", "text": "We and our suppliers have experienced, and may continue to experience, labor shortages at some of our distribution and fulfillment centers both due to unexpected events such as the COVID-19 pandemic and to the competitive labor market. Such labor shortages, whether temporary or sustained, may adversely impact the flow or availability of products to our stores and customers."}
-{"_id": "HD20230194", "title": "HD Table of Contents", "text": "Any of these circumstances could impair our ability to meet customer demand for products and result in lost sales, increased supply chain costs, or damage to our reputation, any of which could negatively impact our business performance or financial condition."}
-{"_id": "HD20230195", "title": "HD Table of Contents", "text": "Failure to maintain a safe and secure store environment may adversely impact sales, costs, the customer and associate experience, or our brand and reputation."}
-{"_id": "HD20230196", "title": "HD Table of Contents", "text": "Our customers and associates expect a safe store environment in which to shop and work, and maintaining that environment helps protect against loss or theft of our inventory (also called \u201cshrink\u201d). Like other retailers, we have seen an increase in shrink in recent years, particularly as a result of organized retail crime. While we have a number of initiatives underway to address shrink, minimize theft, and maintain safety in and around our stores, these efforts require operational changes that may increase costs and reduce margins, and they may negatively impact the customer experience. Furthermore, an unsafe environment or negative incidents in or around our stores may erode trust and confidence with customers, associates, or potential associates, which can adversely impact sales, associate morale and retention, and our brand and reputation."}
-{"_id": "HD20230197", "title": "HD Table of Contents", "text": "If our efforts to maintain the privacy and security of customer, associate, job applicant, business partner, and Company information are not successful, we could incur substantial costs and reputational damage and could become subject to litigation and enforcement actions."}
-{"_id": "HD20230198", "title": "HD Table of Contents", "text": "Our business, like that of most retailers, involves the collection, use, retention, management, transmission, and deletion of personal information (including identifiers, localization, internet activity, preferences, and payment information) from our customers, associates, job applicants, and business partners, as well as confidential Company information. We also work with third-party service providers that provide technology, systems and services that we use in connection with the handling of information. Our information systems, and those of our third-party service providers, are vulnerable to continually evolving data protection and cybersecurity risks. Unauthorized parties have in the past gained access, and will continue to attempt to gain access, to these systems and data through fraud or other means of deceiving or coercing our associates or third-party service providers, which could jeopardize the confidentiality, integrity, or availability of such information systems or our information. Hardware, software or applications we develop or obtain from third parties may contain exploitable vulnerabilities, bugs, or defects in design, maintenance or manufacture or other problems that could unexpectedly compromise information security. We have experienced and continue to face the ongoing risk of exploitation of our software providers and our software development and implementation process, including from coding and process vulnerabilities and the installation of so-called back doors that provide unauthorized access to systems and data. The increased use of a remote workforce has also expanded the possible attack surface areas. In addition, the risk of cyber-attacks has increased in connection with geopolitical conflicts and ongoing trade and diplomatic tensions. In light of the conflicts in Europe and the Middle East and other geopolitical events, nation-state actors or their supporters may launch retaliatory cyber-attacks, and may attempt to cause supply chain and other third-party service provider disruptions, or take other geopolitically-motivated retaliatory actions that may disrupt our business operations, result in data compromise, or both. Nation-state actors have in the past carried out, and may in the future carry out, cyber-attacks to achieve their aims and goals, which may include espionage, monetary gain, disruption, and destruction. To achieve their objectives, nation-state actors and other cyber criminals have used and may continue to use numerous attack vectors and methods, including use of stolen passwords, social engineering, phishing, smishing, vishing, identity spoofing, ransomware or other disruptive and destructive malware, supply chain compromises, and man-in-the-middle and denial of service attacks. The methods used to obtain unauthorized access, disable or degrade service, or sabotage systems are constantly changing and evolving, increasing in frequency and sophistication, and may be difficult to anticipate or detect for long periods of time."}
-{"_id": "HD20230199", "title": "HD Table of Contents", "text": "The ever-evolving cybersecurity threat landscape means that we and our third-party service providers and business partners must continually evaluate and adapt our respective systems and processes and overall security environment, as well as those of companies we or they acquire. There is no guarantee that the measures we take will be adequate to safeguard against all threats, including vulnerabilities, data security breaches, system compromises or misuses of data. As we have experienced in the past, any significant compromise or breach of our data security, whether external or internal, or misuse of customer, associate, job applicant, business partner, or Company data, could result in significant costs, including costs to investigate and remediate, as well as lost sales, fines, lawsuits, regulatory investigations, and damage to our reputation. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may not immediately produce signs of anomalous activity or compromise, we may be unable to anticipate these techniques or to implement adequate preventative measures. Additionally, as we have experienced in the past, we or our third-party service providers may not discover any security breach, vulnerability or compromise of information for a significant period of time after the occurrence of a security incident. Furthermore, our cyber insurance coverage may not be"}
-{"_id": "HD20230202", "title": "HD Table of Contents", "text": "adequate for liabilities or costs actually incurred, and we cannot be certain that insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage of a future claim."}
-{"_id": "HD20230203", "title": "HD Table of Contents", "text": "Data governance failures can also adversely affect our reputation and business. Our business depends on our customers\u2019, associates\u2019, job applicants\u2019 and business partners\u2019 willingness to entrust us with their personal information. Events that adversely affect that trust, including inadequate disclosure to our customers, associates, job applicants, or business partners of our uses of their information or failing to keep our information technology systems and our customers\u2019, associates\u2019, job applicants\u2019 and business partners\u2019 personal information secure from significant attack, theft, damage, loss or unauthorized disclosure or access, whether as a result of our action or inaction (including human error or malfeasance) or that of our service providers or other third parties, could adversely affect our brand and harm our reputation."}
-{"_id": "HD20230204", "title": "HD Table of Contents", "text": "The regulatory environment related to data privacy and cybersecurity is constantly changing, with new and increasingly rigorous requirements applicable to our business. The implementation of these requirements has also become more complex. Maintaining our adherence to evolving data privacy and cybersecurity regulatory requirements, including state privacy laws, requires significant effort and cost, requires changes to our business practices, and may limit our ability to collect and use certain data to support the customer experience. In addition, many regulators have indicated an intention to take more aggressive enforcement actions regarding data privacy and cybersecurity matters, and private litigation resulting from such matters is increasing and resulting in progressively larger judgments and settlements. Failure to comply with applicable requirements could subject us to fines, sanctions, governmental investigations, or lawsuits, which could lead to negative publicity and reputational harm, and may cause customers to lose confidence in the effectiveness of our cybersecurity measures, data privacy practices, or our business more generally."}
-{"_id": "HD20230205", "title": "HD Table of Contents", "text": "We are subject to payment-related risks that could increase our operating costs, expose us to fraud or theft, subject us to potential liability, and potentially disrupt our business."}
-{"_id": "HD20230206", "title": "HD Table of Contents", "text": "We accept payments using a variety of methods, including credit and debit cards, our private label credit cards, cash, electronic payments, checks, digital wallets, loan programs including installment loans, trade credit, and gift cards, and we may offer new payment options over time. Acceptance of these payment options subjects us to rules, regulations, contractual obligations and compliance requirements, including payment network rules and operating guidelines, data security standards and certification requirements, and rules governing electronic funds transfers. These requirements may change over time or be reinterpreted, making compliance more difficult, costly, or uncertain. For certain payment methods, including credit and debit cards, we pay interchange fees and other costs to accept these payments, and we may also incur losses, all of which may increase over time and raise our operating costs. We rely on third parties to provide payment processing services, including the processing of credit cards, debit cards, and other forms of electronic payment. If these companies become unable to provide these services to us, or if their systems are compromised, it could potentially disrupt our business. The payment methods that we offer, and the selling channels in which we operate, also subject us to potential fraud and theft by threat actors, who are becoming increasingly more sophisticated, seeking to obtain unauthorized access to or exploit weaknesses that may exist in our sales, payments and payment processing systems. If we fail to comply with applicable rules or requirements for the payment methods we accept, or if payment-related data is compromised due to a breach or misuse of data, we may be liable for costs incurred by payment card issuing banks and other third parties or we may be subject to fines and higher transaction fees, or our ability to accept or facilitate certain types of payments may be impaired. We anticipate expanding our trade credit as we grow our capabilities to support Pro complex purchase needs. If we fail to offer attractive terms or services, or employ underwriting criteria that are not competitive, our ability to grow our sales to these Pros may be adversely impacted. If trade credit continues to grow and our Pros are unable to make their payments, we may experience an increase in our losses. In addition, our customers could lose confidence in certain payment types, or may expect or demand payment methods that we do not currently offer, which could result in competitive disadvantages or require a shift to other payment types or potential changes to our payment systems that may result in higher costs. As a result, our business and operating results could be adversely affected."}
-{"_id": "HD20230207", "title": "HD Table of Contents", "text": "Our business is subject to seasonal influences, and uncharacteristic or significant weather conditions, climate change, natural disasters, as well as other catastrophic events, could impact our operations."}
-{"_id": "HD20230208", "title": "HD Table of Contents", "text": "Natural disasters, such as hurricanes, tropical storms, fires, floods, droughts or water scarcity, tornadoes, and earthquakes; unseasonable, unexpected or extreme weather conditions, whether as a result of climate change or otherwise; acts of terrorism or violence, including active shooter situations; public health concerns, such as pandemics and quarantines and related impacts; civil unrest; geopolitical or military conflicts or acts of war, as well"}
-{"_id": "HD20230211", "title": "HD Table of Contents", "text": "as any related sanctions or other government or private responses; or similar disruptions and catastrophic events could have and have on occasion had an adverse effect on our operations or financial performance in a number of ways. These types of events can affect consumer spending and confidence and consumers\u2019 disposable income, particularly with respect to home improvement or construction projects. They can also adversely affect our work force and prevent associates and customers from reaching our stores and other facilities. They can, temporarily or on a long-term basis, disrupt or disable operations of stores, support centers, and portions of our supply chain and distribution network, including causing reductions in the availability of inventory and disruption of utility services. In addition, these events may affect our information systems and digital platforms, resulting in disruption to various aspects of our operations, including our ability to transact with customers and fulfill orders; to communicate with our stores, facilities, store support centers or senior management; or to access financial or banking systems. Unseasonable, unexpected or extreme weather conditions such as excessive precipitation, warm temperatures during the winter season, or prolonged or extreme periods of warm or cold temperatures, could render a portion of our inventory incompatible with customer needs."}
-{"_id": "HD20230212", "title": "HD Table of Contents", "text": "Furthermore, the long-term impacts of climate change, whether involving physical risks (such as extreme weather conditions) or transition risks (such as regulatory or technology changes) are expected to be widespread and unpredictable. These changes over time could affect, for example, the availability and cost of or demand for certain consumer products, commodities, and energy (including utilities), which in turn may impact our ability to procure certain goods or services for the operation of our business at the quantities and levels we consider optimal."}
-{"_id": "HD20230213", "title": "HD Table of Contents", "text": "As a consequence of these or other catastrophic or uncharacteristic events, we may experience interruption to our operations, increased costs, changes in customer behavior or demand, or losses of property, equipment or inventory, which would adversely affect our revenue and profitability."}
-{"_id": "HD20230214", "title": "HD Table of Contents", "text": "If we fail to identify and develop relationships with a sufficient number of qualified suppliers, or if our suppliers experience financial difficulties or other challenges, our ability to timely and efficiently access products that meet our high standards for quality could be adversely affected."}
-{"_id": "HD20230215", "title": "HD Table of Contents", "text": "We buy our products from suppliers located around the world, who in turn procure materials from across the globe. Our ability to continue to identify and develop relationships with qualified suppliers who can satisfy our standards for quality and responsible sourcing, as well as our need to access products in a timely and efficient manner, is a significant challenge. Our ability to access products from our suppliers can be adversely affected by economic or political instability; civil unrest; geopolitical or military conflicts or acts of war, as well as any related sanctions or other government or private responses; acts of terrorism or violence; public health issues (including pandemics and related impacts); the financial instability of suppliers; suppliers\u2019 noncompliance with applicable laws; contract disputes or inability to maintain favorable contract terms; trade restrictions; tariffs; currency exchange rates; disruptions in our suppliers\u2019 logistics or supply chain networks or information technology systems; inability to sell certain products due to customs actions, including regulatory enforcement inquiries, holds, detentions, and exclusions; raw material or other shortages; actual, potential or perceived noncompliance with our standards for suppliers or other controversies regarding suppliers\u2019 business practices; and other factors beyond our or our suppliers\u2019 control. If we are unable to access products to meet our customers\u2019 demands and expectations in a timely and efficient manner, our sales and gross margin results may be adversely impacted."}
-{"_id": "HD20230216", "title": "HD Table of Contents", "text": "Failure to achieve and maintain a high level of product and service quality and safety and ensure compliance with responsible sourcing laws and standards could damage our reputation with customers, expose us to litigation or enforcement actions, and negatively impact our sales and results of operations."}
-{"_id": "HD20230217", "title": "HD Table of Contents", "text": "Product and service quality issues could negatively impact customer confidence in our brands and our Company. If our product and service offerings do not meet applicable product standards or our customers\u2019 expectations regarding safety, quality, or responsible business practices, we could experience lost sales and increased costs and be exposed to legal, financial and reputational risks, as well as governmental enforcement actions. Actual, potential or perceived product safety concerns, including health-related concerns, could expose, and in some cases have exposed, us to litigation or government enforcement actions, and could result in costly product recalls and other liabilities. We may not be successful in obtaining adequate contractual indemnification and insurance coverage from our suppliers and service providers, which may result in claims having an adverse effect on our business, financial condition and results of operations. Even with adequate insurance and indemnification, our reputation as a provider of high-quality products, including both national brand names and our proprietary products, could suffer, damaging our reputation and impacting customer loyalty. In addition, we and our customers have expectations around responsible sourcing, which is an increasing focus of government regulators as well. All of our suppliers must comply with our responsible sourcing standards, which cover a variety of expectations across multiple areas of social compliance, including supply chain transparency, health and safety, environmental laws and regulations,"}
-{"_id": "HD20230220", "title": "HD Table of Contents", "text": "compensation, hours of work, and prohibitions on child and forced labor. Further, all of our suppliers must comply with Company policies and applicable law, including the laws of the jurisdictions from which products and materials are sourced, regarding the sourcing of raw materials, including timber and minerals, used in our products. We have a responsible sourcing audit process, but we are also dependent on our suppliers to ensure that the products and services we provide to our customers comply with our standards and applicable law, including with respect to information provided by suppliers to government agencies about the source of the products or the constituent elements of those products. Further, the supply chain for some of the products we sell may be too attenuated for us to know with certainty the source of some of the components, such as timber, minerals, or other raw materials, of the products we sell. Actual, potential or perceived supplier non-compliance with our standards or applicable law \u2014 including allegations of non-compliance raised by non-governmental organizations or in third-party reports \u2014 could, and in certain instances in the past has, exposed us to litigation or governmental enforcement actions or resulted in costly product recalls; resulted in inability to sell certain products due to failure to meet our standards or due to customs actions, including regulatory enforcement inquiries, holds, detentions, and exclusions; impacted our reputation; and resulted in termination of supplier relationships and/or other liabilities."}
-{"_id": "HD20230221", "title": "HD Table of Contents", "text": "Our proprietary products subject us to certain increased risks, including regulatory, product liability, intellectual property, supplier relations, and reputational risks."}
-{"_id": "HD20230222", "title": "HD Table of Contents", "text": "In addition to other product-related risks discussed in this section, as we expand our proprietary product offerings, we may become subject to increased risks due to our greater role in the design, manufacture, marketing and sale of those products. The risks include greater responsibility to administer and comply with applicable regulatory requirements, increased potential product liability and product recall exposure, and increased potential reputational risks related to the responsible sourcing of those products. To effectively execute on our product differentiation strategy, we must also be able to successfully protect our proprietary rights and successfully navigate and avoid claims related to the proprietary rights of third parties. In addition, an increase in sales of our proprietary products may adversely affect sales of our suppliers\u2019 products, which in turn could adversely affect our relationships with certain of our suppliers. Any failure to appropriately address some or all of these risks could damage our reputation and have an adverse effect on our business, results of operations, and financial condition."}
-{"_id": "HD20230223", "title": "HD Table of Contents", "text": "If we are unable to effectively manage our installation services business, we could suffer lost sales and be subject to fines, lawsuits, reputational damage or the loss of our general contractor licenses."}
-{"_id": "HD20230224", "title": "HD Table of Contents", "text": "We act as a general contractor to provide installation services to our DIFM customers through professional third-party licensed and insured installers. As such, we are subject to regulatory requirements and risks applicable to general contractors, which include management of background checks, licensing, permitting, and handling of environmental risks, as well as quality of work performed by our third-party installers. We have established processes and procedures to manage these requirements and manage customer satisfaction with the services provided by our third-party installers. However, as we experienced in part with our recent EPA investigation, the resulting consent decree in April 2021, and the subsequent discussions with the EPA regarding compliance with the consent decree, if we fail to manage these processes effectively, collect the appropriate documentation, perform regular job site inspections, or provide proper oversight of these services, we could suffer lost sales, fines, lawsuits, or governmental enforcement actions for violations of regulatory requirements, as well as claims for property damage or personal injury. In addition, we may suffer damage to our reputation or the loss of our general contractor licenses, which could adversely affect our business."}
-{"_id": "HD20230226", "title": "HD LEGAL, FINANCIAL, REGULATORY, GLOBAL AND OTHER EXTERNAL RISKS", "text": "Uncertainty regarding the housing market, economic conditions, political and social climate, public health issues, and other factors beyond our control could adversely affect demand for our products and services, our costs of doing business, and our financial performance."}
-{"_id": "HD20230227", "title": "HD LEGAL, FINANCIAL, REGULATORY, GLOBAL AND OTHER EXTERNAL RISKS", "text": "Our financial performance depends significantly on the stability of the housing and home improvement markets, as well as general economic conditions, including changes in gross domestic product. Adverse conditions in or uncertainty about these markets, the economy, or the political or social climate could adversely impact, and we believe in some cases has adversely impacted, our customers\u2019 confidence or financial condition, causing them to decide against purchasing home improvement products and services, causing them to delay purchasing decisions, or impacting their ability to pay for products and services. Other factors beyond our control \u2013 including unemployment and foreclosure rates; inventory loss due to theft (including as a result of organized retail crime); interest rate fluctuations, including central banks\u2019 actions to control inflation; inflation or deflation; fuel and other energy costs; raw material or other shortages; labor and healthcare costs; the availability of financing; the state of the credit markets, including mortgages, home equity loans and consumer credit; changes in tax rates and policy;"}
-{"_id": "HD20230230", "title": "HD Table of Contents", "text": "weather and natural disasters (including the potential impacts of climate change); acts of terrorism or violence, including active shooter situations; public health issues, including pandemics and related impacts; geopolitical or military conflicts or acts of war, as well as any related sanctions or other government or private responses; and civil unrest, could further adversely affect demand for our products and services, our costs of doing business, and our financial performance. A number of merchandise categories have been impacted by inflation due to, among other things, global supply chain disruptions and the uncertain economic and geopolitical environment. If we experience inflation or deflation at a level beyond our ability to respond effectively, we may not be able to adjust prices to sufficiently offset the effects without negatively impacting consumer demand or margins. In an effort to address inflation, central banks have raised interest rates, which has impacted and may continue to adversely impact demand, including influencing in part the shifts in consumer purchasing from big-ticket, more discretionary purchases to smaller, less discretionary purchases that we experienced in fiscal 2023. Further, our MRO customers, who have higher spend and longer-term relationships than a typical retail customer, primarily use trade credit to finance their purchases, and some of our other Pros use trade credit in order to purchase our products. As a result, their ability to pay is highly dependent on the economic strength of the industry in their areas. If these customers are unable to repay the trade credit from us, we may face greater default risk, which could reduce our cash flow and adversely affect our results of operations."}
-{"_id": "HD20230231", "title": "HD Table of Contents", "text": "Our costs of doing business could increase as a result of changes in, expanded enforcement of, or adoption of new federal, state, local or international laws and regulations."}
-{"_id": "HD20230232", "title": "HD Table of Contents", "text": "We are subject to various U.S. federal, state and local laws and regulations, as well as international laws and regulations, that govern numerous aspects of our business. In recent years, a number of new laws and regulations have been adopted, there has been expanded enforcement of certain existing laws and regulations by federal, state and local agencies, and the interpretation of certain laws and regulations has become increasingly complex. These laws and regulations, and related interpretations and enforcement activity, may change as a result of a variety of factors, including political, economic or social events. Changes in, expanded enforcement of, or adoption of new federal, state, local or international laws and regulations governing minimum wage or living wage requirements; the classification of exempt and non-exempt employees; the distinction between employees and contractors; other wage, labor or workplace regulations; healthcare; data privacy and cybersecurity; the sale, marketing, sourcing, and pricing of some of our products; transportation, logistics and interstate delivery operations, including Department of Transportation regulations on vehicles and drivers; international trade; supply chain transparency; the sourcing of raw materials, including timber and minerals, used in our products; taxes, including changes to corporate tax rates; restrictions on carbon dioxide and other greenhouse gas emissions; competition and antitrust requirements and enforcement; ESG programs, transparency and reporting, including U.S. federal or state or international regulations; unclaimed property; energy costs and consumption; or hazardous waste disposal and other environmental matters, including with respect to our installation services business, could increase our costs of doing business or impact our sales, operations or profitability."}
-{"_id": "HD20230233", "title": "HD Table of Contents", "text": "In addition, regulators, customers, investors, associates, and other stakeholders are increasingly focusing on cybersecurity, data privacy, and ESG matters and related disclosures. These changing rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses, heightened risks of litigation and enforcement actions, and increased management time and attention spent complying with or meeting such regulations and expectations. Initiatives and goals within the scope of ESG could be difficult and expensive to implement, the technologies needed to implement them may not be cost effective and may not advance at a sufficient pace, and we could be criticized or face reputational or regulatory risks regarding the accuracy, adequacy or completeness of the disclosure."}
-{"_id": "HD20230234", "title": "HD Table of Contents", "text": "If we cannot successfully manage the unique challenges presented by international markets, we may not be successful in our international operations and our sales and profitability may be negatively impacted."}
-{"_id": "HD20230235", "title": "HD Table of Contents", "text": "Our ability to successfully conduct retail operations in, and source products and materials from, international markets is affected by many of the same risks we face in our U.S. operations, as well as unique costs and difficulties of managing international operations. Our international operations, including any expansion in international markets, may be adversely affected by local laws and customs, U.S. laws applicable to foreign operations and other foreign legal and regulatory constraints, as well as political, social and economic conditions. Risks inherent in international operations also include, among others, potential adverse tax consequences; international trade disputes, trade policy changes or potential tariffs and other import-related taxes and controls; inability to sell certain products due to customs actions, including regulatory enforcement inquiries, holds, detentions, and exclusions; greater difficulty in enforcing intellectual property rights; limitations on access to ports; risks associated with the Foreign Corrupt Practices Act and local anti-bribery law compliance; geopolitical or military conflicts or acts of war, as well as any related sanctions or other government or private responses; compliance with"}
-{"_id": "HD20230238", "title": "HD Table of Contents", "text": "forced labor laws; compliance with environmental and responsible sourcing laws and regulations; and challenges in our ability to identify and gain access to local suppliers. For example, trade tensions between the U.S. and China have led to a series of significant tariffs on the importation of certain product categories. As a portion of our retail products are sourced, directly or indirectly, outside of the U.S., major changes in tax or trade policies, tariffs or trade relations could adversely impact the cost of, demand for, and profitability of retail product sales in our U.S. locations. Other countries may also change their business and trade policies in anticipation of or in response to increased import tariffs and other changes in U.S. trade policy and regulations. In addition, our operations in international markets create risk due to foreign currency exchange rates and fluctuations in those rates, which may adversely impact our sales and profitability."}
-{"_id": "HD20230239", "title": "HD Table of Contents", "text": "The inflation or deflation of commodity and other prices could affect our prices, demand for our products, our sales and our profit margins."}
-{"_id": "HD20230240", "title": "HD Table of Contents", "text": "Prices of certain commodity products, including lumber and other raw materials, are historically volatile and are subject to fluctuations arising from changes in domestic and international supply and demand, inflationary or deflationary pressures, labor costs, competition, market speculation, government regulations, tariffs and trade restrictions, natural disasters, geopolitical conflicts, and periodic delays in delivery. For example, conflicts in Europe and the Middle East and the related international responses have exacerbated inflationary pressures, including causing increases in commodity prices, fuel and other energy costs, and shipping costs. Rapid and significant changes in commodity and other prices, such as changes in lumber prices, and our ability to pass them on to our customers or manage them through our portfolio strategy, may affect the demand for our products, our sales and our profit margins. If product cost inflation increases beyond our ability to control our related costs, we may not be able to adjust prices to sufficiently offset the effect of the various cost increases without negatively impacting consumer demand."}
-{"_id": "HD20230241", "title": "HD Table of Contents", "text": "We may incur property, casualty or other losses not covered by our insurance."}
-{"_id": "HD20230242", "title": "HD Table of Contents", "text": "We are predominantly self-insured for a number of different risk categories, such as general liability (including product liability), property loss, workers\u2019 compensation, employee group medical, employment practices liability and wage and hour claims, automobile claims, and cybersecurity and privacy liability, with insurance coverage for certain catastrophic risks above the self-insurance levels. The types and amounts of insurance may vary from time to time based on our decisions with respect to risk retention and regulatory requirements. The occurrence of significant claims, a substantial rise in costs to maintain our insurance, the failure to maintain adequate insurance coverage, or disputes with insurers regarding coverage could have an adverse impact on our financial condition and results of operations."}
-{"_id": "HD20230243", "title": "HD Table of Contents", "text": "Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial results or financial condition."}
-{"_id": "HD20230244", "title": "HD Table of Contents", "text": "GAAP and related accounting pronouncements, implementation guidelines and interpretations with regard to a wide range of matters that are relevant to our business, such as asset impairment, inventories, lease obligations, self-insurance, vendor allowances, tax matters, business combinations, and litigation, are complex and involve many subjective assumptions, estimates and judgments. Implementation of new accounting standards or changes in existing accounting standards or their application or interpretation, or changes in underlying assumptions, estimates or judgments, could significantly change our reported or expected financial performance or financial condition. The implementation of or changes in accounting standards could also require certain systems, internal processes, internal controls, and other changes that could increase our operating costs."}
-{"_id": "HD20230245", "title": "HD Table of Contents", "text": "We are involved from time to time in a number of legal, regulatory and governmental enforcement proceedings, and while we cannot predict the outcomes of those proceedings and other contingencies with certainty, some of these outcomes may adversely affect our operations or increase our costs."}
-{"_id": "HD20230246", "title": "HD Table of Contents", "text": "We are involved in a number of legal proceedings and regulatory matters, including government inquiries and investigations, and consumer, employment, tort and other litigation that arise from time to time in the ordinary course of business. Litigation is inherently unpredictable, and the outcome of some of these proceedings and other contingencies could require us to take or refrain from taking actions which could adversely affect our operations or could result in excessive adverse verdicts, fines, or results. Additionally, as we have seen in the past, involvement in these lawsuits, investigations and inquiries, and other proceedings, as well as compliance with any settlements or consent decrees that result from those proceedings, can involve significant expense, divert management\u2019s attention and resources from other matters, and impact the reputation of the Company."}
-{"_id": "HD20230250", "title": "HD Unresolved Staff Comments", "text": "Not applicable."}
-{"_id": "HD20230253", "title": "HD Risk Management and Strategy", "text": "We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats. We have implemented cybersecurity processes, technologies, and controls to aid in our efforts to assess, identify, and manage such risks. Our cybersecurity program prioritizes threat mitigation, while focusing on maintaining the integrity and resilience of our systems. We leverage the National Institute of Standards and Technology (\u201cNIST\u201d) Cybersecurity Framework as guidelines in the development of our cybersecurity program. We also adhere to applicable Payment Card Industry Data Security Standards. The cybersecurity risk management process and related governance processes are integrated into our broader enterprise risk management framework, which is designed to appropriately identify, prioritize, manage, and oversee risks."}
-{"_id": "HD20230254", "title": "HD Risk Management and Strategy", "text": "Overseeing our cybersecurity efforts on a day-to-day basis is our cybersecurity team, led by our Chief Information Security Officer (\u201cCISO\u201d). Our cybersecurity team, in partnership with third parties, designs and implements our data security and cybersecurity programs, risk assessments, monitoring procedures, and training programs for our associates. We continue to make investments to enhance our ability to identify, protect from and detect security risks within our environment."}
-{"_id": "HD20230255", "title": "HD Risk Management and Strategy", "text": "Monitoring and Mitigation. We maintain a range of tools and services to aid in and inform our monitoring and mitigation of cyber risks. Throughout the year, internal teams conduct targeted audits and penetration tests. We engage third parties to independently evaluate our cybersecurity maturity on an annual basis and perform a risk assessment, as well as to provide expertise as needed on various cybersecurity programs and issues. We maintain a security operations center that is staffed around the clock to detect, mitigate, and respond to cyber threats. In the event we identify a cybersecurity incident, we have defined procedures to respond to and recover from such incident as quickly as possible. Our policies and procedures are reviewed periodically to ensure they remain aligned with current regulatory requirements and the current threat landscape. We also have established classification and retention policies focused on limiting the risk of unauthorized exposure of customer, associate, and business data. We maintain cybersecurity insurance to help provide protection against losses arising from significant security incidents."}
-{"_id": "HD20230256", "title": "HD Risk Management and Strategy", "text": "The Company has an Incident Response Team (\u201cIRT\u201d), a cross-functional group with the expertise, authority and resources to act quickly, efficiently and appropriately to investigate, coordinate the response to, remediate, and communicate regarding a cybersecurity incident. The IRT uses a detailed incident response plan that outlines and coordinates the actions we take to prepare for, detect, respond to and recover from cybersecurity incidents, which include processes to triage, assess the severity of, escalate, contain, investigate, and remediate an incident, as well as to comply with potentially applicable legal obligations and mitigate brand and reputational damage. In addition, our IRT engages in tabletop exercises at least annually to simulate a response to a cybersecurity incident and uses the findings to improve our processes, plans and technologies."}
-{"_id": "HD20230257", "title": "HD Risk Management and Strategy", "text": "Training. We provide data security and privacy awareness and training to all associates upon hire and on an annual basis, with additional customized, role-based training provided to targeted internal audiences. In addition, we conduct periodic awareness campaigns and regular phishing email simulation tests to reinforce our new-hire and annual training and promote ongoing awareness of risks."}
-{"_id": "HD20230258", "title": "HD Risk Management and Strategy", "text": "Vendor Security. We have a vendor risk management program that works to classify service provider or business partner risk based on several factors, including but not limited to data type accessed and/or retained. Using a risk-based approach, we perform diligence and security risk assessments for certain vendors and service providers and include appropriate obligations in our contractual arrangements."}
-{"_id": "HD20230259", "title": "HD Risk Management and Strategy", "text": "Cybersecurity Risks. We have not experienced any material cybersecurity incidents in the past fiscal year. We face risks from cybersecurity threats that, if realized, may materially affect our business strategy, results of operations or financial condition. Despite our efforts, we cannot provide full assurance that our cybersecurity risk management processes will be fully implemented, complied with or effective in preventing or mitigating future cybersecurity risks. We describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or, if realized, are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, in Part I, Item 1A. \u201cRisk Factors\u201d."}
-{"_id": "HD20230263", "title": "HD Governance", "text": "Our efforts to create a secure digital environment start with the governance and oversight of our data security and privacy policies and strategy. At the Board level, cybersecurity is overseen by the full Board and by the Board\u2019s Audit Committee, which has primary responsibility for overseeing cybersecurity and privacy risks. At least quarterly, the Board and/or the Audit Committee receives reports on data protection and cybersecurity matters from senior information technology (\u201cIT\u201d) leaders, including our Chief Information Officer (\u201cCIO\u201d) and CISO, as well as the Chair of our Data Security and Privacy Governance Committee (discussed below). In addition, at least annually, our full Board holds a meeting dedicated to cybersecurity topics. Periodically, our Board receives presentations on cybersecurity matters from third-party cybersecurity experts."}
-{"_id": "HD20230264", "title": "HD Governance", "text": "Our CISO, who reports to our CIO, joined the Company in 2021 after working with the Company as a third-party consultant since 2019. During a nearly two-decade tenure at a leading professional services firm, he worked with clients on managing information security, developing cybersecurity strategy, and implementing effective information and cybersecurity programs and initiatives addressing emerging cybersecurity threats. Our CISO has significant prior cybersecurity experience, including experience protecting company, customer and associate data across a diverse set of industries. He holds a Bachelor of Science degree in Information Systems and has achieved several relevant certifications, including Certified Information Security Manager, Certified Information Systems Security Professional, and Certified Information Privacy Professional. Our CISO leads a team of over 500 associates focused on cybersecurity."}
-{"_id": "HD20230265", "title": "HD Governance", "text": "We have three management-level committees that support our cybersecurity, privacy and data governance efforts. They are led by our Data Security and Privacy Governance Committee, which provides management-level governance over cybersecurity matters, including discussion of cybersecurity priorities, emerging risks, awareness and training programs, risk mitigation efforts, and regulatory compliance. This committee is chaired by our Vice President \u2013 Internal Audit and Corporate Compliance and is composed of a cross-functional team of senior leaders, including our CEO. The committee generally meets quarterly and is supported by our Security and Technology Risk Leadership Committee and our Privacy and Data Governance Committee. The activities of the Data Security and Privacy Governance Committee are reported to the Audit Committee and/or the full Board by the Chair of the committee, as appropriate."}
-{"_id": "HD20230266", "title": "HD Governance", "text": "The Security and Technology Risk Leadership Committee provides leadership and oversight of our cybersecurity program. It is chaired by our CISO and composed of Company technology leaders as well as a cross-functional group of representatives from other departments. Our Privacy and Data Governance Committee provides leadership and oversight of our privacy and data governance programs. It is chaired by our Chief Privacy Officer and composed of a cross-functional group across approximately 20 departments. These committees generally meet monthly or every other month and report to the Data Security and Privacy Governance Committee on a regular basis."}
-{"_id": "HD20230273", "title": "HD Properties", "text": "The following table presents the percentage of our owned versus leased facilities in operation at the end of fiscal 2023, along with the total square footage: square footage in millions##Owned####Leased####Total Square Footage Stores (1)##89##%##11##%##242.3 Warehouses and distribution centers (2)##3##%##97##%##111.5 Offices and other (3)##31##%##69##%##4.8 Total##########358.6"}
-{"_id": "HD20230275", "title": "HD \u2014\u2014\u2014\u2014\u2014", "text": "(1)Our owned stores include those subject to ground leases."}
-{"_id": "HD20230276", "title": "HD \u2014\u2014\u2014\u2014\u2014", "text": "(2)We operated over 500 warehouses and distribution centers at the end of fiscal 2023."}
-{"_id": "HD20230277", "title": "HD \u2014\u2014\u2014\u2014\u2014", "text": "(3)Our Store Support Center (corporate headquarters) is located in Atlanta, GA."}
-{"_id": "HD20230300", "title": "HD Table of Contents", "text": "The following table presents our U.S. store locations (including the Commonwealth of Puerto Rico and the territories of the U.S. Virgin Islands and Guam) at the end of fiscal 2023: U.S.##Stores##U.S.##Stores##U.S.##Stores Alabama##28##Kentucky##14##Ohio##70 Alaska##7##Louisiana##28##Oklahoma##16 Arizona##57##Maine##11##Oregon##27 Arkansas##14##Maryland##41##Pennsylvania##71 California##246##Massachusetts##45##Puerto Rico##10 Colorado##46##Michigan##70##Rhode Island##8 Connecticut##30##Minnesota##33##South Carolina##26 Delaware##9##Mississippi##14##South Dakota##1 District of Columbia##1##Missouri##34##Tennessee##39 Florida##158##Montana##6##Texas##183 Georgia##90##Nebraska##8##Utah##24 Guam##1##Nevada##21##Vermont##3 Hawaii##8##New Hampshire##20##Virgin Islands##2 Idaho##11##New Jersey##67##Virginia##50 Illinois##76##New Mexico##13##Washington##47 Indiana##24##New York##101##West Virginia##6 Iowa##10##North Carolina##40##Wisconsin##27 Kansas##16##North Dakota##2##Wyoming##5 ########Total U.S.##2,015"}
-{"_id": "HD20230319", "title": "HD Table of Contents", "text": "The following table presents our store locations outside of the U.S. at the end of fiscal 2023: Canada##Stores##Mexico##Stores##Mexico##Stores Alberta##27##Aguascalientes##2##Nayarit##1 British Columbia##26##Baja California##7##Nuevo Leo\u0301n##14 Manitoba##6##Baja California Sur##2##Oaxaca##1 New Brunswick##3##Campeche##2##Puebla##5 Newfoundland##1##Chiapas##2##Quere\u0301taro##5 Nova Scotia##4##Chihuahua##6##Quintana Roo##4 Ontario##88##Coahuila##5##San Luis Potosi\u0301##2 Prince Edward Island##1##Colima##2##Sinaloa##5 Quebec##22##Distrito Federal##11##Sonora##5 Saskatchewan##4##Durango##2##State of Mexico##16 Total Canada##182##Guanajuato##5##Tabasco##1 ####Guerrero##2##Tamaulipas##5 ####Hidalgo##1##Tlaxcala##1 ####Jalisco##9##Veracruz##5 ####Michoaca\u0301n##4##Yucata\u0301n##2 ####Morelos##3##Zacatecas##1 ########Total Mexico##138"}
-{"_id": "HD20230323", "title": "HD Legal Proceedings", "text": "The Company is party to various legal proceedings arising in the ordinary course of its business, but is not currently a party to any legal proceeding that management believes will have a material adverse effect on our consolidated financial position or our results of operations."}
-{"_id": "HD20230324", "title": "HD Legal Proceedings", "text": "SEC regulations require us to disclose certain information about proceedings arising under federal, state or local environmental regulations if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. Pursuant to SEC regulations, the Company uses a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required."}
-{"_id": "HD20230325", "title": "HD Legal Proceedings", "text": "As previously reported, in April 2021 we entered into a civil consent decree with the U.S. Department of Justice, the EPA, and the states of Utah, Massachusetts, and Rhode Island. The decree required certain changes to lead-safe work practices in our installation services business and provided for stipulated penalties for failure to perform by our third-party installers. In the first quarter of fiscal 2023, the EPA informed us that it believes we owe certain penalties for violations by our third-party installers of documentation requirements under the decree. We are engaged in discussions with the EPA regarding the basis for the stipulated penalties we allegedly owe under the decree. While we cannot predict the amount of stipulated penalties we may ultimately owe to the EPA under the decree, we do not expect it to have a material adverse effect on our consolidated financial condition, results of operations, or cash flows. Further, we expect to recoup any amount we ultimately owe from corresponding fines we levy against our third-party installers."}
-{"_id": "HD20230327", "title": "HD Mine Safety Disclosures", "text": "Not applicable."}
-{"_id": "HD20230330", "title": "HD Table of Contents", "text": "Market for Registrant\u2019s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities"}
-{"_id": "HD20230331", "title": "HD Table of Contents", "text": "Since April 19, 1984, our common stock has been listed on the NYSE, trading under the symbol \u201cHD.\u201d We paid our first cash dividend on June 22, 1987 and have paid a cash dividend during each subsequent quarter. While we currently expect a cash dividend to be paid in the future, future dividend payments will depend on our earnings, capital requirements, financial condition, and other factors considered relevant by our Board of Directors."}
-{"_id": "HD20230332", "title": "HD Table of Contents", "text": "At February 28, 2024, there were approximately 106,000 holders of record of our common stock and approximately 5,075,000 additional \u201cstreet name\u201d holders whose shares are held of record by banks, brokers, and other financial institutions."}
-{"_id": "HD20230339", "title": "HD STOCK PERFORMANCE GRAPH", "text": "The graph and table below present our cumulative total shareholder returns relative to the performance of the S&P Retail Composite Index and the S&P 500 Index for the five most recent fiscal years. The graph assumes $100 was invested at the closing price of our common stock on the NYSE and in each index on the last trading day of the fiscal year ended February 3, 2019 and assumes that all dividends were reinvested on the date paid. The points on the graph represent fiscal year-end amounts based on the last trading day in each fiscal year. ##############Fiscal Year Ended############ ####February 3, 2019####February 2, 2020####January 31, 2021######January 30, 2022####January 29, 2023####January 28, 2024 The Home Depot##$##100.00##$##127.07##$##154.49####$##213.45##$##189.05##$##218.01 S&P Retail Composite Index####100.00####120.61####170.52######180.58####149.54####199.20 S&P 500 Index####100.00####121.54####142.49######172.40####160.94####196.50"}
-{"_id": "HD20230348", "title": "HD ISSUER PURCHASES OF EQUITY SECURITIES", "text": "The following table presents the number and average price of shares purchased in each fiscal month of the fourth quarter of fiscal 2023: Period##Total Number of Shares Purchased(1)####Average Price Paid Per Share(1)(3)##Total Number of Shares Purchased as Part of Publicly Announced Program(2)####Dollar Value of Shares that May Yet Be Purchased Under the Program(2)(3) October 30, 2023 \u2013 November 26, 2023##1,556,247##$##296.98##1,548,293##$##13,296,250,745 November 27, 2023 \u2013 December 24, 2023##1,459,975####331.80##1,458,703####12,812,264,193 December 25, 2023 \u2013 January 28, 2024##1,590,244####350.32##1,588,793####12,255,680,392 ##4,606,466####326.43##4,595,789####"}
-{"_id": "HD20230350", "title": "HD \u2014\u2014\u2014\u2014\u2014", "text": "(1)These amounts include repurchases pursuant to our Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022, and our 1997 Omnibus Stock Incentive Plan (collectively, the \u201cPlans\u201d). Under the Plans, participants surrender shares as payment of applicable tax withholding on the vesting of restricted stock. Participants in the Plans may also exercise stock options by surrendering shares of common stock that the participants already own as payment of the exercise price. Shares so surrendered by participants in the Plans are repurchased pursuant to the terms of the Plans and applicable award agreement and not pursuant to publicly announced share repurchase programs."}
-{"_id": "HD20230351", "title": "HD \u2014\u2014\u2014\u2014\u2014", "text": "(2)On August 14, 2023, our Board of Directors approved a $15.0 billion share repurchase authorization that replaced the previous authorization of $15.0 billion, which was approved on August 18, 2022. The August 2023 authorization does not have a prescribed expiration date."}
-{"_id": "HD20230352", "title": "HD \u2014\u2014\u2014\u2014\u2014", "text": "(3)Excludes excise taxes incurred on share repurchases."}
-{"_id": "HD20230354", "title": "HD SALES OF UNREGISTERED SECURITIES", "text": "During the fourth quarter of fiscal 2023, we issued 521 deferred stock units under the Home Depot, Inc. Nonemployee Directors\u2019 Deferred Stock Compensation Plan pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of the SEC\u2019s Regulation D thereunder. The deferred stock units were credited during the fourth quarter of fiscal 2023 to the accounts of those non-employee directors who elected to receive all or a portion of board retainers in the form of deferred stock units instead of cash. The deferred stock units convert to shares of common stock on a one-for-one basis following a termination of service as described in this plan."}
-{"_id": "HD20230355", "title": "HD SALES OF UNREGISTERED SECURITIES", "text": "During the fourth quarter of fiscal 2023, we credited 882 deferred stock units to participant accounts under the Restoration Plans pursuant to an exemption from the registration requirements of the Securities Act for involuntary, non-contributory plans. The deferred stock units convert to shares of common stock on a one-for-one basis following a termination of service as described in these plans."}
-{"_id": "HD20230357", "title": "HD Reserved", "text": "Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations"}
-{"_id": "HD20230358", "title": "HD Reserved", "text": "The following discussion provides an analysis of the Company\u2019s financial condition and results of operations from management's perspective and should be read in conjunction with the consolidated financial statements and related notes included in this report. The discussion in this Form 10-K generally focuses on fiscal 2023 compared to fiscal 2022. A discussion of our results of operations and changes in financial condition for fiscal 2022 compared to fiscal 2021 has been omitted from this report, but can be found in Part II, Item 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations of our Form 10-K for fiscal 2022."}
-{"_id": "HD20230363", "title": "HD TABLE OF CONTENTS", "text": " Executive Summary##28 Results of Operations##28 Liquidity and Capital Resources##31 Critical Accounting Estimates##33"}
-{"_id": "HD20230367", "title": "HD EXECUTIVE SUMMARY", "text": "We reported net sales of $152.7 billion in fiscal 2023. Net earnings were $15.1 billion, or $15.11 per diluted share. During fiscal 2023, we opened eight new stores in the U.S. and five new stores in Mexico, resulting in a total store count of 2,335 at January 28, 2024. At the end of fiscal 2023, a total of 320 of our stores, or 13.7% of our total store count, were located in Canada and Mexico. Total sales per retail square foot were $604.55 in fiscal 2023. Our inventory turnover ratio was 4.3 times at the end of fiscal 2023, compared to 4.2 times at the end of fiscal 2022."}
-{"_id": "HD20230368", "title": "HD EXECUTIVE SUMMARY", "text": "We generated $21.2 billion of cash flow from operations and issued $2.0 billion of long-term debt, net of discounts, during fiscal 2023. This cash flow, together with cash on hand, was used to fund cash payments of $8.4 billion for dividends and $8.0 billion for share repurchases. In addition, we invested $3.2 billion in capital expenditures and $1.5 billion in acquisitions, and we repaid $1.3 billion of long-term debt during fiscal 2023. In February 2024, we announced a 7.7% increase in our quarterly cash dividend to $2.25 per share."}
-{"_id": "HD20230369", "title": "HD EXECUTIVE SUMMARY", "text": "Our ROIC was 36.7% for fiscal 2023 and 44.6% for fiscal 2022. The decrease in ROIC was primarily driven by lower operating income along with an increase in average long-term debt over the respective periods. See the Non-GAAP Financial Measures section below for our definition and calculation of ROIC, as well as a reconciliation of NOPAT, a non-GAAP financial measure, to net earnings (the most comparable GAAP financial measure)."}
-{"_id": "HD20230388", "title": "HD RESULTS OF OPERATIONS", "text": "The following table presents the percentage relationship between net sales and major categories in our consolidated statements of earnings: ######Fiscal##########Fiscal##########Fiscal#### ######2023##########2022##########2021#### dollars in millions####$####% of Net Sales######$####% of Net Sales######$####% of Net Sales## Net sales##$##152,669########$##157,403########$##151,157###### Gross profit####50,960####33.4##%####52,778####33.5##%####50,832####33.6##% Operating expenses:############################## Selling, general and administrative####26,598####17.4######26,284####16.7######25,406####16.8## Depreciation and amortization####2,673####1.8######2,455####1.6######2,386####1.6## Total operating expenses####29,271####19.2######28,739####18.3######27,792####18.4## Operating income####21,689####14.2######24,039####15.3######23,040####15.2## Interest and other (income) expense:############################## Interest income and other, net####(178)####(0.1)######(55)####\u2014######(44)####\u2014## Interest expense####1,943####1.3######1,617####1.0######1,347####0.9## Interest and other, net####1,765####1.2######1,562####1.0######1,303####0.9## Earnings before provision for income taxes####19,924####13.1######22,477####14.3######21,737####14.4## Provision for income taxes####4,781####3.1######5,372####3.4######5,304####3.5## Net earnings##$##15,143####9.9##%##$##17,105####10.9##%##$##16,433####10.9##%"}
-{"_id": "HD20230400", "title": "HD Note: Certain percentages may not sum to totals due to rounding.", "text": " ##################% Change#### Selected financial and sales data:##Fiscal####Fiscal####Fiscal####Fiscal######Fiscal## ##2023####2022####2021####2023 vs. 2022######2022 vs. 2021## Comparable sales (% change)##(3.2)##%##3.1##%##11.4##%##N/A######N/A## Comparable customer transactions (% change) (1)##(2.9)##%##(5.4)##%##(0.1)##%##N/A######N/A## Comparable average ticket (% change) (1)##(0.3)##%##8.8##%##11.7##%##N/A######N/A## Customer transactions (in millions) (1)##1,621.8####1,666.4####1,759.7####(2.7)##%####(5.3)##% Average ticket (1) (2)##$90.07####$90.36####$83.04####(0.3)##%####8.8##% Sales per retail square foot (1) (3)##$604.55####$627.17####$604.74####(3.6)##%####3.7##% Diluted earnings per share##$15.11####$16.69####$15.53####(9.5)##%####7.5##%"}
-{"_id": "HD20230404", "title": "HD \u2014\u2014\u2014\u2014\u2014", "text": "(1)Does not include results for HD Supply."}
-{"_id": "HD20230405", "title": "HD \u2014\u2014\u2014\u2014\u2014", "text": "(2)Average ticket represents the average price paid per transaction and is used by management to monitor the performance of the Company, as it represents a primary driver in measuring sales performance."}
-{"_id": "HD20230406", "title": "HD \u2014\u2014\u2014\u2014\u2014", "text": "(3)Sales per retail square foot represents sales divided by retail store square footage. Sales per retail square foot is a measure of the efficiency of sales based on the total square footage of our stores and is used by management to monitor the performance of the Company\u2019s retail operations as an indicator of the productivity of owned and leased square footage for these retail operations."}
-{"_id": "HD20230409", "title": "HD Sales", "text": "We assess our sales performance by evaluating both net sales and comparable sales."}
-{"_id": "HD20230410", "title": "HD Sales", "text": "Net Sales. Net sales for fiscal 2023 decreased $4.7 billion, or 3.0%, to $152.7 billion. The decrease in net sales for fiscal 2023 primarily reflects the impact of a negative comparable sales environment, primarily driven by a decrease in comparable customer transactions as well as the impact from lumber price deflation."}
-{"_id": "HD20230411", "title": "HD Sales", "text": "Online sales, which consist of sales generated online through our websites and mobile applications for products picked up at our stores or delivered to customer locations, represented 14.8% of net sales and increased by 1.1% during fiscal 2023 compared to fiscal 2022."}
-{"_id": "HD20230412", "title": "HD Sales", "text": "A weaker U.S. dollar positively impacted net sales by $276 million in fiscal 2023."}
-{"_id": "HD20230413", "title": "HD Sales", "text": "Comparable Sales. Comparable sales is a measure that highlights the performance of our existing locations and websites by measuring the change in net sales for a period over the comparable prior period of equivalent length. Comparable sales includes sales at all locations, physical and online, open greater than 52 weeks (including remodels and relocations) and excludes closed stores. Retail stores become comparable on the Monday following their 52nd week of operation. Acquisitions are typically included in comparable sales after they have been owned for more than 52 weeks. Comparable sales is intended only as supplemental information and is not a substitute for net sales presented in accordance with GAAP."}
-{"_id": "HD20230414", "title": "HD Sales", "text": "Total comparable sales decreased 3.2% in fiscal 2023, reflecting a 2.9% decrease in comparable customer transactions and a 0.3% decrease in comparable average ticket compared to fiscal 2022. The decrease in comparable customer transactions reflects the impact of macroeconomic factors, including the continued shift in consumer consumption trends away from goods and towards services and the impact of a higher interest rate environment, pressuring home improvement demand. The decrease in comparable average ticket reflects U.S. commodity price deflation, which negatively impacted average ticket by approximately 145 basis points, driven primarily by lumber. This was partially offset by inflation across several product categories, which slowed relative to prior years, along with demand for new and innovative products."}
-{"_id": "HD20230415", "title": "HD Sales", "text": "For fiscal 2023, four of our 14 merchandising departments\u2014Building Materials, Outdoor Garden, Hardware, and Plumbing\u2014posted positive comparable sales compared to fiscal 2022. All of our other merchandising departments posted negative comparable sales during fiscal 2023 compared to fiscal 2022, with our Lumber department posting a double-digit comparable sales decline primarily resulting from lumber price deflation, partially offset by higher unit sales."}
-{"_id": "HD20230417", "title": "HD Gross Profit", "text": "Gross profit decreased $1.8 billion, or 3.4%, to $51.0 billion in fiscal 2023. Gross profit as a percent of net sales, or gross profit margin, was 33.4% in fiscal 2023 compared to 33.5% in fiscal 2022. The decrease in gross profit margin primarily reflects price stabilization as well as reduction and optimization of our inventory position, partially offset by lower supply chain costs."}
-{"_id": "HD20230418", "title": "HD Gross Profit", "text": "While we continue to experience shrink above historical averages, year-over-year pressure to gross profit margin from shrink decreased as we moved through fiscal 2023. As a result, shrink did not have a significant impact on our gross profit margin in fiscal 2023 compared to fiscal 2022."}
-{"_id": "HD20230420", "title": "HD Operating Expenses", "text": "Our operating expenses are composed of SG&A and depreciation and amortization."}
-{"_id": "HD20230423", "title": "HD Table of Contents", "text": "Selling, General & Administrative. SG&A increased $314 million, or 1.2%, to $26.6 billion in fiscal 2023. As a percent of net sales, SG&A was 17.4% in fiscal 2023 compared to 16.7% in fiscal 2022, primarily reflecting deleverage from a negative comparable sales environment along with previously executed wage investments for hourly associates, partially offset by the one-time benefit from the favorable settlement of litigation with a vendor as well as lower incentive compensation."}
-{"_id": "HD20230424", "title": "HD Table of Contents", "text": "Depreciation and Amortization. Depreciation and amortization increased $218 million, or 8.9%, to $2.7 billion in fiscal 2023. As a percent of net sales, depreciation and amortization was 1.8% in fiscal 2023 compared to 1.6% in fiscal 2022, primarily reflecting increased depreciation expense from ongoing investments in the business and deleverage from a negative comparable sales environment."}
-{"_id": "HD20230426", "title": "HD Interest and Other, net", "text": "Interest and other, net increased $203 million, or 13.0%, to $1.8 billion in fiscal 2023. As a percent of net sales, interest and other, net, was 1.2% in fiscal 2023 compared to 1.0% in fiscal 2022, primarily due to increased variable rate interest on floating-rate debt resulting from interest rate swaps, higher average debt balances, and deleverage from a negative comparable sales environment, partially offset by higher interest income."}
-{"_id": "HD20230428", "title": "HD Provision for Income Taxes", "text": "Our combined effective income tax rate was 24.0% in fiscal 2023 compared to 23.9% in fiscal 2022."}
-{"_id": "HD20230430", "title": "HD Diluted Earnings per Share", "text": "Diluted earnings per share were $15.11 in fiscal 2023 compared to $16.69 in fiscal 2022. The decrease in diluted earnings per share for fiscal 2023 was primarily driven by lower net earnings during fiscal 2023, partially offset by lower diluted shares due to share repurchases."}
-{"_id": "HD20230432", "title": "HD NON-GAAP FINANCIAL MEASURES", "text": "To provide clarity on our operating performance, we supplement our reporting with certain non-GAAP financial measures. However, this supplemental information should not be considered in isolation or as a substitute for the related GAAP measures. Non-GAAP financial measures presented herein may differ from similar measures used by other companies."}
-{"_id": "HD20230434", "title": "HD Return on Invested Capital", "text": "We believe ROIC is meaningful for investors and management because it measures how effectively we deploy our capital base. We define ROIC as NOPAT, a non-GAAP financial measure, for the most recent twelve-month period, divided by average debt and equity. We define average debt and equity as the average of beginning and ending long-term debt (including current installments) and equity for the most recent twelve-month period."}
-{"_id": "HD20230445", "title": "HD Return on Invested Capital", "text": "The following table presents the calculation of ROIC, together with a reconciliation of NOPAT to net earnings (the most comparable GAAP measure): ####Fiscal######Fiscal######Fiscal## dollars in millions####2023######2022######2021## Net earnings##$##15,143####$##17,105####$##16,433## Interest and other, net####1,765######1,562######1,303## Provision for income taxes####4,781######5,372######5,304## Operating income####21,689######24,039######23,040## Income tax adjustment (1)####(5,205)######(5,745)######(5,622)## NOPAT##$##16,484####$##18,294####$##17,418## Average debt and equity##$##44,955####$##41,055####$##38,946## ROIC####36.7##%####44.6##%####44.7##%"}
-{"_id": "HD20230447", "title": "HD \u2014\u2014\u2014\u2014\u2014", "text": "(1)Income tax adjustment is defined as operating income multiplied by our effective tax rate for the trailing twelve months."}
-{"_id": "HD20230451", "title": "HD LIQUIDITY AND CAPITAL RESOURCES", "text": "At January 28, 2024, we had $3.8 billion in cash and cash equivalents, of which $1.0 billion was held by our foreign subsidiaries. We believe that our current cash position, cash flow generated from operations, funds available from our commercial paper program, and access to the long-term debt capital markets should be sufficient not only for our operating requirements, any required debt payments, and satisfaction of other contractual obligations, but also to enable us to invest in the business, fund dividend payments, and fund any share repurchases through the next several fiscal years. In addition, we believe we have the ability to obtain alternative sources of financing, if necessary."}
-{"_id": "HD20230452", "title": "HD LIQUIDITY AND CAPITAL RESOURCES", "text": "Our material cash requirements include contractual and other obligations arising in the normal course of business. These obligations primarily include long-term debt and related interest payments, operating and finance lease obligations, and purchase obligations. In addition to our cash requirements, we follow a disciplined approach to capital allocation. This approach first prioritizes investing in the business, followed by paying dividends, with the intent of then returning excess cash to shareholders in the form of share repurchases. During fiscal 2023, we invested approximately $3.2 billion back into our business in the form of capital expenditures. Additionally, we invested approximately $1.5 billion on three acquisitions during fiscal 2023, accelerating our strategic initiatives and providing us with better capabilities to serve our customers."}
-{"_id": "HD20230453", "title": "HD LIQUIDITY AND CAPITAL RESOURCES", "text": "For fiscal 2024, in line with our expectation of approximately two percent of net sales on an annual basis, we plan to invest approximately $3.0 billion to $3.5 billion back into our business in the form of capital expenditures, with investments focused on new stores and improving the customer experience, including through technology and development of other differentiated capabilities. However, we may adjust our capital expenditures to support the operations of the business, to enhance long-term strategic positioning, or in response to the economic environment, as necessary or appropriate."}
-{"_id": "HD20230454", "title": "HD LIQUIDITY AND CAPITAL RESOURCES", "text": "During fiscal 2023, we paid cash dividends of $8.4 billion to shareholders. In February 2024, we announced a 7.7% increase in our quarterly cash dividend from $2.09 to $2.25 per share. We intend to pay a dividend in the future; however, any future dividend is subject to declaration by the Board of Directors based on our earnings, capital requirements, financial condition, and other factors considered relevant by our Board of Directors."}
-{"_id": "HD20230455", "title": "HD LIQUIDITY AND CAPITAL RESOURCES", "text": "In August 2023, our Board of Directors approved a $15.0 billion share repurchase authorization that replaced the previous authorization of $15.0 billion, which was approved in August 2022. The August 2023 authorization does not have a prescribed expiration date. As of January 28, 2024, approximately $12.3 billion of the $15.0 billion share repurchase authorization remained available. During fiscal 2023, we had cash payments of $8.0 billion for repurchases of our common stock through open market purchases."}
-{"_id": "HD20230457", "title": "HD DEBT", "text": "We have a commercial paper program that allows for borrowings up to $5.0 billion. In connection with our program, we have back-up credit facilities with a consortium of banks for borrowings up to $5.0 billion, which consist of a five-year $3.5 billion credit facility scheduled to expire in July 2027 and a 364-day $1.5 billion credit facility scheduled to expire in July 2024. In July 2023, we completed the renewal of our 364-day $1.5 billion credit facility, extending the maturity from July 2023 to July 2024. All of our short-term borrowings during fiscal 2023 were under our commercial paper program, and the maximum amount outstanding at any time was $1.5 billion. At January 28, 2024, we had no outstanding borrowings under this program, and we were in compliance with all of the covenants contained in our credit facilities, none of which are expected to impact our liquidity or capital resources."}
-{"_id": "HD20230458", "title": "HD DEBT", "text": "We also issue senior notes from time to time as part of our capital management strategy. In November 2023, we issued $2.0 billion of senior notes. The net proceeds were used for general corporate purposes, including the repayment of our 3.75% senior notes due February 15, 2024 and repurchases of shares of our common stock. In April 2023, we repaid $1.0 billion of senior notes at maturity. At January 28, 2024, we had an aggregate principal amount of senior notes outstanding of $42.2 billion, with $1.1 billion payable within 12 months. Future interest payments associated with these senior notes total $23.7 billion, with $1.7 billion payable within 12 months, based on current interest rates, which include the impact of our active interest rate swap agreements."}
-{"_id": "HD20230459", "title": "HD DEBT", "text": "The indentures governing our senior notes do not generally limit our ability to incur additional indebtedness or require us to maintain financial ratios or specified levels of net worth or liquidity. The indentures governing the notes contain various customary covenants; however, none are expected to impact our liquidity or capital resources. See Note 5 to our consolidated financial statements for further discussion of our debt arrangements."}
-{"_id": "HD20230463", "title": "HD LEASES", "text": "We use operating and finance leases largely to obtain a portion of our real estate, including our stores, distribution centers, and store support centers. At January 28, 2024, we had aggregate remaining lease payment obligations of $14.6 billion, with $1.7 billion payable within 12 months. Aggregate lease obligations include approximately $450 million of obligations related to leases not yet commenced. See Note 3 to our consolidated financial statements for further discussion of our operating and finance leases."}
-{"_id": "HD20230465", "title": "HD PURCHASE OBLIGATIONS AND OTHER", "text": "Purchase obligations include all legally binding contracts such as firm commitments for inventory purchases, media and sponsorship spend, software and license commitments, and legally binding service contracts. We issue inventory purchase orders in the ordinary course of business, which are typically cancellable by their terms, therefore we do not consider purchase orders that are cancellable to be firm inventory commitments. At January 28, 2024, we had aggregate purchase obligations of $2.5 billion, with $1.0 billion payable within 12 months."}
-{"_id": "HD20230466", "title": "HD PURCHASE OBLIGATIONS AND OTHER", "text": "At January 28, 2024, we had aggregate liabilities for unrecognized tax benefits totaling $689 million, of which approximately $25 million are expected to be paid in the next 12 months. The timing of payment, if any, associated with our long-term unrecognized tax benefit liabilities is unknown. See Note 6 to our consolidated financial statements for further discussion of our unrecognized tax benefits."}
-{"_id": "HD20230467", "title": "HD PURCHASE OBLIGATIONS AND OTHER", "text": "We have no material off-balance sheet arrangements."}
-{"_id": "HD20230470", "title": "HD Operating Activities", "text": "Cash flow generated from operations provides us with a significant source of liquidity. Our operating cash flows result primarily from cash received from our customers, offset by cash payments we make for products and services, associate compensation, operations, occupancy costs, and income taxes. Cash provided by or used in operating activities is also subject to changes in working capital. Working capital at any point in time is subject to many variables, including seasonality, inventory management and category expansion, the timing of cash receipts and payments, vendor payment terms, and fluctuations in foreign exchange rates."}
-{"_id": "HD20230471", "title": "HD Operating Activities", "text": "Net cash provided by operating activities increased by $6.6 billion in fiscal 2023 compared to fiscal 2022, primarily driven by changes in working capital, partially offset by a decrease in net earnings. Changes in working capital were primarily driven by lower inventory purchases in fiscal 2023 relative to fiscal 2022, as well as timing of vendor payments. Inventory levels normalized in fiscal 2023 as we adjusted purchasing activity to align with demand and continued to sell through existing inventory."}
-{"_id": "HD20230475", "title": "HD Investing Activities", "text": "Net cash used in investing activities increased by $1.6 billion in fiscal 2023 compared to fiscal 2022, primarily resulting from cash paid for acquired businesses as well as increased capital expenditures primarily due to investments in new store growth. See Note 13 to our consolidated financial statements for further discussion of acquisitions."}
-{"_id": "HD20230477", "title": "HD Financing Activities", "text": "Net cash used in financing activities in fiscal 2023 primarily reflected $8.4 billion of cash dividends paid, $8.0 billion of share repurchases, and $1.3 billion of repayments of long-term debt, partially offset by $2.0 billion of net proceeds from long-term debt."}
-{"_id": "HD20230478", "title": "HD Financing Activities", "text": "Cash used in financing activities in fiscal 2022 primarily reflected $7.8 billion of cash dividends paid, $6.7 billion of share repurchases, $2.5 billion of repayments of long-term debt, and $1.0 billion of net repayments of short-term debt, partially offset by $6.9 billion of net proceeds from long-term debt."}
-{"_id": "HD20230480", "title": "HD CRITICAL ACCOUNTING ESTIMATES", "text": "The preparation of our consolidated financial statements in accordance with GAAP requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results could differ from those estimates."}
-{"_id": "HD20230481", "title": "HD CRITICAL ACCOUNTING ESTIMATES", "text": "Our significant accounting policies are disclosed in Note 1 to our consolidated financial statements. The following discussion addresses our most critical accounting estimates, which are those that are both important to the representation of our financial condition and results of operations, and that require significant judgment or use of significant assumptions or complex estimates."}
-{"_id": "HD20230483", "title": "HD MERCHANDISE INVENTORIES", "text": "We value the majority of our inventory under the retail inventory method, with the remainder of our inventories valued under a cost method, primarily the first-in, first-out method. Under the retail inventory method, inventories are stated at cost, which is determined by applying a cost-to-retail ratio to the retail value of inventories."}
-{"_id": "HD20230484", "title": "HD MERCHANDISE INVENTORIES", "text": "The retail value of our inventory is adjusted as needed to reflect current market conditions. Because these adjustments are based on current prevailing market conditions, the value of our inventory approximates the lower of cost or market. The valuation under the retail inventory method is based on a number of factors such as markups, markdowns, and inventory losses (or shrink). As such, there exists an inherent uncertainty in the final determination of inventory cost and gross profit. We determine markups and markdowns based on the consideration of a variety of factors such as current and anticipated demand, customer preferences and buying trends, age of the merchandise, and weather conditions."}
-{"_id": "HD20230485", "title": "HD MERCHANDISE INVENTORIES", "text": "We calculate shrink based on actual inventory losses identified as a result of physical inventory counts during each fiscal period and estimated inventory losses between physical inventory counts. The estimate for shrink occurring in the interim period between physical inventory counts is calculated on a store-specific basis and is primarily based on recent shrink results. A 10% increase in the shrink rate used to estimate our inventory shrink reserve would have increased cost of sales by approximately $104 million for fiscal 2023. Historically, the difference between estimated shrink and actual inventory losses has not been material to our annual financial results."}
-{"_id": "HD20230486", "title": "HD MERCHANDISE INVENTORIES", "text": "We do not believe there is a reasonable likelihood of a material change in the estimates or assumptions we use to value our inventory under the retail inventory method. We believe that the retail inventory method provides an inventory valuation which approximates cost and results in valuing our inventory at the lower of cost or market."}
-{"_id": "HD20230488", "title": "HD ADDITIONAL INFORMATION", "text": "For information on our accounting policies and on accounting pronouncements that have impacted or are expected to materially impact our financial condition, results of operations, or cash flows, see Note 1 to our consolidated financial statements."}
-{"_id": "HD20230493", "title": "HD INTEREST RATE RISK", "text": "We have exposure to interest rate risk in connection with our long-term debt portfolio. We use interest rate swap agreements to manage our fixed/floating-rate debt portfolio, none of which are for trading or speculative purposes. At January 28, 2024, after giving consideration to our interest rate swap agreements, floating-rate debt principal was $5.4 billion, or approximately 13% of our senior notes portfolio. Our interest rate swap agreements were in an aggregate liability position of $858 million at January 28, 2024. The changes in the fair values of our interest rate swap agreements offset the changes in the fair value of the hedged long-term debt. Based on our January 28, 2024 floating-rate debt principal, a one percentage point increase in the interest rate of floating-rate debt would increase our annual interest expense by approximately $54 million."}
-{"_id": "HD20230494", "title": "HD INTEREST RATE RISK", "text": "During the second quarter of fiscal 2023, we amended all of our interest rate swap agreements to replace LIBOR with SOFR and concurrently adopted certain expedients provided in ASU No. 2020-04, \u201cReference Rate Reform (Topic 848)\u201d. These amendments did not result in any change to our application of hedge accounting or have a material impact to our consolidated financial statements."}
-{"_id": "HD20230496", "title": "HD FOREIGN CURRENCY EXCHANGE RATE RISK", "text": "We are exposed to risks from foreign currency exchange rate fluctuations on the translation of our foreign operations into U.S. dollars and on the purchase of goods by these foreign operations that are not denominated in their local currencies. We use derivative instruments to hedge a portion of our foreign currency exchange rate risk, none of which are for trading or speculative purposes. Our foreign currency related hedging arrangements outstanding at the end of fiscal 2023 were not material."}
-{"_id": "HD20230498", "title": "HD COMMODITY PRICE RISK", "text": "We experience inflation and deflation related to our purchase and sale of certain commodity products. This price volatility could potentially have a material impact on our financial condition and/or our results of operations. In order to mitigate price volatility, we monitor commodity price fluctuations and may adjust our selling prices accordingly; however, our ability to recover higher costs through increased pricing may be limited by the competitive environment in which we operate. We currently do not use derivative instruments to manage these risks."}
-{"_id": "HD20230508", "title": "HD TABLE OF CONTENTS", "text": " Report of Independent Registered Public Accounting Firm##36 Consolidated Balance Sheets##38 Consolidated Statements of Earnings##39 Consolidated Statements of Comprehensive Income##40 Consolidated Statements of Stockholders' Equity##41 Consolidated Statements of Cash Flows##42"}
-{"_id": "HD20230528", "title": "HD To the Stockholders and the Board of Directors", "text": "The Home Depot, Inc.: Opinion on the Consolidated Financial Statements"}
-{"_id": "HD20230529", "title": "HD To the Stockholders and the Board of Directors", "text": "We have audited the accompanying consolidated balance sheets of The Home Depot, Inc. and its subsidiaries (the Company) as of January 28, 2024 and January 29, 2023, the related consolidated statements of earnings, comprehensive income, stockholders\u2019 equity, and cash flows for each of the fiscal years in the three-year period ended January 28, 2024, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 28, 2024 and January 29, 2023, and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended January 28, 2024, in conformity with U.S. generally accepted accounting principles."}
-{"_id": "HD20230530", "title": "HD To the Stockholders and the Board of Directors", "text": "We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of January 28, 2024, based on criteria established in Internal Control \u2013 Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 13, 2024 expressed an unqualified opinion on the effectiveness of the Company\u2019s internal control over financial reporting."}
-{"_id": "HD20230532", "title": "HD Basis for Opinion", "text": "These consolidated financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "HD20230533", "title": "HD Basis for Opinion", "text": "We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion."}
-{"_id": "HD20230535", "title": "HD Critical Audit Matter", "text": "The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates."}
-{"_id": "HD20230537", "title": "HD Estimation of store shrink", "text": "As discussed in Note 1 to the consolidated financial statements, the majority of the Company\u2019s U.S. merchandise inventories are stated at the lower of cost or market as determined by the retail inventory method, which is based on a number of factors such as markups, markdowns, and inventory losses (or shrink). Shrink is the difference between the recorded amount of inventory and the physical inventory count. The Company calculates shrink based on actual inventory losses identified as a result of physical inventory counts during each fiscal period and estimated inventory losses between physical inventory counts. The estimate for shrink occurring in the interim period between physical inventory counts is calculated on a store-specific basis and is primarily based on recent shrink results."}
-{"_id": "HD20230538", "title": "HD Estimation of store shrink", "text": "We identified the evaluation of the estimation of store shrink occurring in the period between physical inventory counts and fiscal year-end as a critical audit matter. Evaluating the Company\u2019s estimation of shrink at the end of the fiscal year using interim inventory loss experience in U.S. retail stores involved auditor judgment."}
-{"_id": "HD20230545", "title": "HD Table of Contents", "text": "The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the process of developing the estimate of store shrink. We evaluated the appropriateness of the Company using interim physical inventory counts to estimate inventory losses in U.S. retail stores at the end of the fiscal year by: \u2022Evaluating the method and certain assumptions used; \u2022Testing the application of the method and certain assumptions used; \u2022Performing a current year trend analysis; and \u2022Performing a sensitivity analysis over the shrink reserve estimate."}
-{"_id": "HD20230547", "title": "HD /s/ KPMG LLP", "text": "We have served as the Company\u2019s auditor since 1979."}
-{"_id": "HD20230552", "title": "HD Table of Contents", "text": "THE HOME DEPOT, INC."}
-{"_id": "HD20230590", "title": "HD CONSOLIDATED BALANCE SHEETS", "text": " in millions, except per share data####January 28, 2024####January 29, 2023 Assets######## Current assets:######## Cash and cash equivalents##$##3,760##$##2,757 Receivables, net####3,328####3,317 Merchandise inventories####20,976####24,886 Other current assets####1,711####1,511 Total current assets####29,775####32,471 Net property and equipment####26,154####25,631 Operating lease right-of-use assets####7,884####6,941 Goodwill####8,455####7,444 Other assets####4,262####3,958 Total assets##$##76,530##$##76,445 Liabilities and Stockholders\u2019 Equity######## Current liabilities:######## Accounts payable##$##10,037##$##11,443 Accrued salaries and related expenses####2,096####1,991 Sales taxes payable####449####528 Deferred revenue####2,762####3,064 Income taxes payable####28####50 Current installments of long-term debt####1,368####1,231 Current operating lease liabilities####1,050####945 Other accrued expenses####4,225####3,858 Total current liabilities####22,015####23,110 Long-term debt, excluding current installments####42,743####41,962 Long-term operating lease liabilities####7,082####6,226 Deferred income taxes####863####1,019 Other long-term liabilities####2,783####2,566 Total liabilities####75,486####74,883 Commitments and contingencies (Note 12)######## Common stock, par value $0.05; authorized: 10,000 shares; issued: 1,796 shares at January 28, 2024 and 1,794 shares at January 29, 2023; outstanding: 992 shares at January 28, 2024 and 1,016 shares at January 29, 2023####90####90 Paid-in capital####13,147####12,592 Retained earnings####83,656####76,896 Accumulated other comprehensive loss####(477)####(718) Treasury stock, at cost, 804 shares at January 28, 2024 and 778 shares at January 29, 2023####(95,372)####(87,298) Total stockholders\u2019 equity####1,044####1,562 Total liabilities and stockholders\u2019 equity##$##76,530##$##76,445"}
-{"_id": "HD20230592", "title": "HD \u2014\u2014\u2014\u2014\u2014", "text": "See accompanying notes to consolidated financial statements."}
-{"_id": "HD20230595", "title": "HD Table of Contents", "text": "THE HOME DEPOT, INC."}
-{"_id": "HD20230617", "title": "HD CONSOLIDATED STATEMENTS OF EARNINGS", "text": " in millions, except per share data####Fiscal####Fiscal####Fiscal ####2023####2022####2021 Net sales##$##152,669##$##157,403##$##151,157 Cost of sales####101,709####104,625####100,325 Gross profit####50,960####52,778####50,832 Operating expenses:############ Selling, general and administrative####26,598####26,284####25,406 Depreciation and amortization####2,673####2,455####2,386 Total operating expenses####29,271####28,739####27,792 Operating income####21,689####24,039####23,040 Interest and other (income) expense:############ Interest income and other, net####(178)####(55)####(44) Interest expense####1,943####1,617####1,347 Interest and other, net####1,765####1,562####1,303 Earnings before provision for income taxes####19,924####22,477####21,737 Provision for income taxes####4,781####5,372####5,304 Net earnings##$##15,143##$##17,105##$##16,433 Basic weighted average common shares####999####1,022####1,054 Basic earnings per share##$##15.16##$##16.74##$##15.59 Diluted weighted average common shares####1,002####1,025####1,058 Diluted earnings per share##$##15.11##$##16.69##$##15.53"}
-{"_id": "HD20230619", "title": "HD \u2014\u2014\u2014\u2014\u2014", "text": "See accompanying notes to consolidated financial statements."}
-{"_id": "HD20230622", "title": "HD Table of Contents", "text": "THE HOME DEPOT, INC."}
-{"_id": "HD20230632", "title": "HD CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME", "text": " ####Fiscal####Fiscal####Fiscal in millions####2023####2022####2021 Net earnings##$##15,143##$##17,105##$##16,433 Other comprehensive income (loss), net of tax:############ Foreign currency translation adjustments####232####(22)####(77) Cash flow hedges####8####9####9 Other####1####(1)####35 Total other comprehensive income (loss), net of tax####241####(14)####(33) Comprehensive income##$##15,384##$##17,091##$##16,400"}
-{"_id": "HD20230634", "title": "HD \u2014\u2014\u2014\u2014\u2014", "text": "See accompanying notes to consolidated financial statements."}
-{"_id": "HD20230637", "title": "HD Table of Contents", "text": "THE HOME DEPOT, INC."}
-{"_id": "HD20230666", "title": "HD CONSOLIDATED STATEMENTS OF STOCKHOLDERS\u2019 EQUITY", "text": " in millions####Fiscal####Fiscal####Fiscal ####2023####2022####2021 Common Stock:############ Balance at beginning of year##$##90##$##90##$##89 Shares issued under employee stock plans, net####\u2014####\u2014####1 Balance at end of year####90####90####90 Paid-in Capital:############ Balance at beginning of year####12,592####12,132####11,540 Shares issued under employee stock plans, net####175####94####194 Stock-based compensation expense####380####366####398 Balance at end of year####13,147####12,592####12,132 Retained Earnings:############ Balance at beginning of year####76,896####67,580####58,134 Net earnings####15,143####17,105####16,433 Cash dividends####(8,383)####(7,789)####(6,985) Other####\u2014####\u2014####(2) Balance at end of year####83,656####76,896####67,580 Accumulated Other Comprehensive Loss:############ Balance at beginning of year####(718)####(704)####(671) Foreign currency translation adjustments, net of tax####232####(22)####(77) Cash flow hedges, net of tax####8####9####9 Other, net of tax####1####(1)####35 Balance at end of year####(477)####(718)####(704) Treasury Stock:############ Balance at beginning of year####(87,298)####(80,794)####(65,793) Repurchases of common stock####(8,074)####(6,504)####(15,001) Balance at end of year####(95,372)####(87,298)####(80,794) Total stockholders\u2019 equity (deficit)##$##1,044##$##1,562##$##(1,696)"}
-{"_id": "HD20230668", "title": "HD \u2014\u2014\u2014\u2014\u2014", "text": "See accompanying notes to consolidated financial statements."}
-{"_id": "HD20230671", "title": "HD Table of Contents", "text": "THE HOME DEPOT, INC."}
-{"_id": "HD20230710", "title": "HD CONSOLIDATED STATEMENTS OF CASH FLOWS", "text": " ####Fiscal####Fiscal####Fiscal in millions####2023####2022####2021 Cash Flows from Operating Activities:############ Net earnings##$##15,143##$##17,105##$##16,433 Reconciliation of net earnings to net cash provided by operating activities:############ Depreciation and amortization####3,247####2,975####2,862 Stock-based compensation expense####380####366####399 Changes in receivables, net####134####111####(435) Changes in merchandise inventories####4,137####(2,830)####(5,403) Changes in other current assets####(184)####(311)####(330) Changes in accounts payable and accrued expenses####(1,411)####(2,577)####2,401 Changes in deferred revenue####(318)####(526)####775 Changes in income taxes payable####(25)####(107)####(51) Changes in deferred income taxes####(245)####138####(276) Other operating activities####314####271####196 Net cash provided by operating activities####21,172####14,615####16,571 Cash Flows from Investing Activities:############ Capital expenditures####(3,226)####(3,119)####(2,566) Payments for businesses acquired, net####(1,514)####\u2014####(421) Other investing activities####11####(21)####18 Net cash used in investing activities####(4,729)####(3,140)####(2,969) Cash Flows from Financing Activities:############ (Repayments of) proceeds from short-term debt, net####\u2014####(1,035)####1,035 Proceeds from long-term debt, net of discounts####1,995####6,942####2,979 Repayments of long-term debt####(1,271)####(2,491)####(1,532) Repurchases of common stock####(7,951)####(6,696)####(14,809) Proceeds from sales of common stock####323####264####337 Cash dividends####(8,383)####(7,789)####(6,985) Other financing activities####(156)####(188)####(145) Net cash used in financing activities####(15,443)####(10,993)####(19,120) Change in cash and cash equivalents####1,000####482####(5,518) Effect of exchange rate changes on cash and cash equivalents####3####(68)####(34) Cash and cash equivalents at beginning of year####2,757####2,343####7,895 Cash and cash equivalents at end of year##$##3,760##$##2,757##$##2,343 Supplemental Disclosures:############ Cash paid for income taxes##$##5,023##$##5,435##$##5,504 Cash paid for interest, net of interest capitalized####1,809####1,449####1,269 Non-cash capital expenditures####364####351####421"}
-{"_id": "HD20230712", "title": "HD \u2014\u2014\u2014\u2014\u2014", "text": "See accompanying notes to consolidated financial statements."}
-{"_id": "HD20230715", "title": "HD Table of Contents", "text": "THE HOME DEPOT, INC."}
-{"_id": "HD20230719", "title": "HD Business", "text": "The Home Depot, Inc., together with its subsidiaries (the \u201cCompany,\u201d \u201cHome Depot,\u201d \u201cwe,\u201d \u201cour\u201d or \u201cus\u201d), is a home improvement retailer that sells a wide assortment of building materials, home improvement products, lawn and garden products, de\u0301cor products, and facilities maintenance, repair and operations products, in stores and online. We also provide a number of services, including home improvement installation services and tool and equipment rental. We operate in the U.S. (including the Commonwealth of Puerto Rico and the territories of the U.S. Virgin Islands and Guam), Canada, and Mexico."}
-{"_id": "HD20230721", "title": "HD Consolidation and Presentation", "text": "Our consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. Intercompany balances and transactions are eliminated in consolidation. Our fiscal year is a 52- or 53-week period ending on the Sunday nearest to January 31st. All periods presented include 52 weeks."}
-{"_id": "HD20230723", "title": "HD Use of Estimates", "text": "We have made a number of estimates and assumptions relating to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities, and reported amounts of revenues and expenses in preparing these financial statements in conformity with GAAP. While we believe these estimates and assumptions are reasonable, actual results could differ from these estimates."}
-{"_id": "HD20230725", "title": "HD Cash and Cash Equivalents", "text": "Cash and cash equivalents consist of cash on hand and highly liquid investments purchased with original maturities of three months or less."}
-{"_id": "HD20230733", "title": "HD Receivables, net", "text": "The following table presents components of receivables, net: in millions####January 28, 2024####January 29, 2023 Card receivables##$##988##$##1,003 Rebate receivables####841####948 Customer receivables####924####871 Other receivables####575####495 Receivables, net##$##3,328##$##3,317"}
-{"_id": "HD20230734", "title": "HD Receivables, net", "text": "Card receivables consist of payments due from financial institutions for the settlement of credit card and debit card transactions. Rebate receivables represent amounts due from vendors for volume and co-op advertising rebates. Customer receivables relate to credit extended directly to certain customers in the ordinary course of business. The valuation allowance related to these receivables was not material to our consolidated financial statements at the end of fiscal 2023 or fiscal 2022."}
-{"_id": "HD20230736", "title": "HD Merchandise Inventories", "text": "Inventory cost includes the amount we pay to acquire inventory, including freight and import costs, as well as operating costs and depreciation associated with our sourcing and distribution network, and is net of certain vendor allowances. The majority of our merchandise inventories are stated at the lower of cost or market, as determined by the retail inventory method, which is based on a number of factors such as markups, markdowns, and inventory losses (or shrink). As the inventory retail value is adjusted regularly to reflect market conditions, inventory valued using the retail method approximates the lower of cost or market. Certain subsidiaries, including retail operations in Canada and Mexico, and distribution centers, record merchandise inventories at the lower of cost or net realizable value, as determined by a cost method, primarily the first-in, first-out method. These merchandise inventories represent approximately 38% of the total merchandise inventories balance. We evaluate the inventory valued using a cost method at the end of each quarter to ensure that it is carried at the lower of cost or net realizable value, and the adjustments recorded to merchandise inventories valued under a cost method were not material to our consolidated financial statements at the end of fiscal 2023 or fiscal 2022."}
-{"_id": "HD20230739", "title": "HD Table of Contents", "text": "Physical inventory counts or cycle counts are taken on a regular basis in each store and distribution center to ensure that amounts reflected in merchandise inventories are properly stated. Shrink (or in the case of excess inventory, swell) is the difference between the recorded amount of inventory and the physical inventory count. We calculate shrink based on actual inventory losses identified as a result of physical inventory counts during each fiscal period and estimated inventory losses between physical inventory counts. The estimate for shrink occurring in the interim period between physical inventory counts is calculated on a store-specific basis and is primarily based on recent shrink results. Historically, the difference between estimated shrink and actual inventory losses has not been material to our annual financial results."}
-{"_id": "HD20230741", "title": "HD Property and Equipment", "text": "Buildings and related improvements, furniture, fixtures, and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives. Leasehold improvements and assets held under finance leases are amortized using the straight-line method over the original term of the lease or the useful life of the asset, whichever is shorter."}
-{"_id": "HD20230746", "title": "HD Property and Equipment", "text": "The following table presents the estimated useful lives of our property and equipment: ##Life Buildings and improvements##5 \u2013 45 years Furniture, fixtures and equipment##2 \u2013 20 years Leasehold improvements##5 \u2013 45 years"}
-{"_id": "HD20230747", "title": "HD Property and Equipment", "text": "We capitalize certain costs, including interest, related to construction in progress and the acquisition and development of software. Costs associated with the acquisition and development of software are amortized using the straight-line method over the estimated useful life of the software, which ranges from three to seven years. Certain development costs not meeting the criteria for capitalization are expensed as incurred."}
-{"_id": "HD20230748", "title": "HD Property and Equipment", "text": "We evaluate our long-lived assets each quarter for indicators of potential impairment. Indicators of impairment include current period losses combined with a history of losses, our decision to relocate or close a store or other location before the end of its previously estimated useful life, or when changes in other circumstances indicate the carrying amount of an asset group may not be recoverable. The evaluation for long-lived assets is performed at the lowest level of identifiable cash flows, which is generally the individual store level. Long-lived assets with indicators of impairment are evaluated for recoverability by comparing their undiscounted future cash flows with their carrying value. If the carrying value is greater than the undiscounted future cash flows, we then measure the asset group\u2019s fair value to determine whether an impairment loss should be recognized. If the resulting fair value is less than the carrying value, an impairment loss is recognized for the difference between the carrying value and the estimated fair value. Impairment losses on property and equipment are recorded as a component of SG&A. Impairment charges for long-lived assets were not material to our consolidated financial statements in fiscal 2023, fiscal 2022, or fiscal 2021."}
-{"_id": "HD20230750", "title": "HD Leases", "text": "We enter into contractual arrangements for the utilization of certain non-owned assets which are evaluated as finance or operating leases upon commencement, and are accounted for accordingly. Specifically, a contract is or contains a lease when (1) the contract contains an explicitly or implicitly identified asset and (2) we obtain substantially all of the economic benefits from the use of that underlying asset and direct how and for what purpose the asset is used during the term of the contract in exchange for consideration. We assess whether an arrangement is or contains a lease at inception of the contract."}
-{"_id": "HD20230751", "title": "HD Leases", "text": "Our leases include certain retail locations, warehouse and distribution space, office space, equipment, and vehicles. A substantial majority of our leases have remaining lease terms of one to 20 years. Our real estate leases typically provide the option to extend the lease for five-year terms, and some of our leases include early termination options. The lease term used to calculate the right-of-use asset and lease liability at commencement includes the impacts of options to extend or terminate the lease when it is reasonably certain that we will exercise that option. When determining whether it is reasonably certain that we will exercise an option at commencement, we consider various existing economic factors, including market conditions, real estate strategies, the nature, length, and terms of the agreement, as well as the uncertainty of the condition of leased equipment at the end of the lease term. Based on these determinations, we generally conclude that the exercise of renewal options would not be reasonably certain in determining the lease term at commencement."}
-{"_id": "HD20230754", "title": "HD Table of Contents", "text": "The discount rate used to calculate the present value of lease payments is the rate implicit in the lease, when readily determinable. As the rate implicit in the lease is rarely readily determinable, we use a secured incremental borrowing rate, which is updated on a quarterly basis, as the discount rate for the present value of lease payments."}
-{"_id": "HD20230755", "title": "HD Table of Contents", "text": "Real estate taxes, insurance, maintenance, and operating expenses applicable to the leased asset are generally our obligations under our lease agreements. In instances where these payments are fixed, they are included in the measurement of our lease liabilities, and when variable, they are excluded and recognized in the period in which the obligation for those payments is incurred. Certain of our lease agreements also include rental payments based on an index or rate, and others include rental payments based on a percentage of sales. For variable payments dependent upon an index or rate, we apply the active index or rate as of the lease commencement date. Variable lease payments not based on an index or rate are not included in the measurement of our lease liabilities, as they cannot be reasonably estimated, and are recognized in the period in which the obligation for those payments is incurred."}
-{"_id": "HD20230756", "title": "HD Table of Contents", "text": "Leases that have a term of twelve months or less upon commencement are considered short-term in nature. Short-term leases are not included on the consolidated balance sheets and are expensed on a straight-line basis over the lease term. We have also elected to not separate lease and non-lease components for certain classes of assets including real estate and certain equipment."}
-{"_id": "HD20230757", "title": "HD Table of Contents", "text": "Our lease agreements do not contain any material residual value guarantees or material restrictive covenants."}
-{"_id": "HD20230759", "title": "HD Business Combinations", "text": "The assets and liabilities of acquired businesses are recorded at their fair values at the date of acquisition. The excess of the purchase price over the fair values of the identifiable assets acquired and liabilities assumed is recorded as goodwill. During the measurement period, which is up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon conclusion of the measurement period, any subsequent adjustments are recorded to earnings."}
-{"_id": "HD20230761", "title": "HD Goodwill", "text": "Goodwill represents the excess of purchase price over the fair value of net assets acquired. We do not amortize goodwill, but assess the recoverability of goodwill in the third quarter of each fiscal year, or more often if indicators warrant, by determining whether the fair value of each reporting unit supports its carrying value. Each fiscal year, we may assess qualitative factors to determine whether it is more likely than not that the fair value of each reporting unit is less than its carrying amount as a basis for determining whether it is necessary to complete quantitative impairment assessments, with a quantitative assessment completed periodically or as facts and circumstances warrant."}
-{"_id": "HD20230762", "title": "HD Goodwill", "text": "During the third quarter of fiscal 2023, we completed our annual assessment of the recoverability of goodwill for our U.S., Canada, and Mexico reporting units, using a quantitative approach. The quantitative test for goodwill impairment was performed by determining the fair value of the reporting units using a combination of discounted cash flow and market-based approaches. The results of our quantitative analysis indicated that the fair value of each of the reporting units substantially exceeded its respective carrying value, including goodwill. There were no impairment charges related to goodwill for fiscal 2023, fiscal 2022, or fiscal 2021. Additional information regarding our goodwill is included in Note 4."}
-{"_id": "HD20230764", "title": "HD Other Intangible Assets", "text": "Intangible assets other than goodwill are included in other assets on the consolidated balance sheets. We amortize the cost of definite-lived intangible assets on a straight-line basis over their estimated useful lives, which range up to approximately 20 years, as this approximates the pattern of expected economic benefit. We evaluate our definite-lived intangible assets for impairment when evidence exists that certain triggering events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Intangible assets with indefinite lives are tested in the third quarter of each fiscal year for impairment, or more often if indicators warrant."}
-{"_id": "HD20230765", "title": "HD Other Intangible Assets", "text": "During the third quarter of fiscal 2023, we completed our annual assessment of the recoverability of our indefinite-lived intangible assets based on quantitative factors and concluded no impairment losses should be recognized. There were no impairment losses related to intangible assets for fiscal 2023, fiscal 2022, or fiscal 2021. Additional information regarding our intangible assets is included in Note 4."}
-{"_id": "HD20230769", "title": "HD Supplier Finance Programs", "text": "We have a supplier finance program whereby we have entered into payment processing agreements with several financial institutions. Under these agreements, the financial institutions act as our paying agents with respect to accounts payable due to certain suppliers. Participating suppliers may, at their sole discretion, elect to receive payment for one or more of our payment obligations, prior to their scheduled due dates, at a discounted price from participating financial institutions. We are not a party to the agreements between the participating financial institutions and the suppliers in connection with the program, and our rights and obligations to our suppliers are not impacted. We do not reimburse suppliers for any costs they incur for participation in the program. We have not pledged any assets as security or provided any guarantees as part of the program. We have no economic interest in our suppliers\u2019 decisions to participate in the program. Our responsibility is limited to making payment to the respective financial institution according to the terms originally negotiated with the supplier, regardless of whether the supplier elects to receive early payment from the financial institution."}
-{"_id": "HD20230770", "title": "HD Supplier Finance Programs", "text": "The payment terms we negotiate with our suppliers are consistent, irrespective of whether a supplier participates in the program. Our current payment terms with a majority of our suppliers generally range from 30 to 60 days, which we deem to be commercially reasonable. Our outstanding payment obligations under our supplier finance program were $514 million at January 28, 2024, and $480 million at January 29, 2023 and are recorded within accounts payable on the consolidated balance sheets. The associated payments are included in operating activities within the consolidated statements of cash flows."}
-{"_id": "HD20230772", "title": "HD Debt", "text": "We record any premiums or discounts associated with an issuance of long-term debt as a direct addition or deduction to the carrying value of the related senior notes. We also record debt issuance costs associated with an issuance of long-term debt as a direct deduction to the carrying value of the related senior notes. Premium, discount, and debt issuance costs are amortized over the term of the respective notes using the effective interest rate method."}
-{"_id": "HD20230774", "title": "HD Derivative Instruments and Hedging Activities", "text": "We use derivative instruments in the management of our interest rate exposure on long-term debt and our exposure to foreign currency fluctuations. We enter into derivative instruments for risk management purposes only; we do not enter into derivative instruments for trading or speculative purposes. All derivative instruments are recognized at their fair values in either assets or liabilities at the balance sheet date and are classified as either current or non-current based on each contract\u2019s respective maturity. While we enter into master netting arrangements, our policy is to present the fair value of derivative instruments on a gross basis in our consolidated balance sheets."}
-{"_id": "HD20230775", "title": "HD Derivative Instruments and Hedging Activities", "text": "Changes in the fair values for derivative instruments designated as cash flow or net investment hedges are recognized in accumulated other comprehensive income (loss) until the hedged item is recognized in earnings, which for net investment hedges is upon sale or substantial liquidation of the underlying net investment. Changes in fair value of outstanding fair value hedges and the offsetting changes in fair values of the hedged item are recognized in earnings. We record realized gains and losses from derivative instruments in the same financial statement line item as the hedged item."}
-{"_id": "HD20230776", "title": "HD Derivative Instruments and Hedging Activities", "text": "Cash flows from the settlement of derivative instruments appear in the consolidated statements of cash flows in the same categories as the cash flows of the hedged item."}
-{"_id": "HD20230778", "title": "HD Self-Insurance Reserves", "text": "We are self-insured for certain losses related to general liability (including product liability), workers\u2019 compensation, employee group medical, and automobile claims. We recognize the expected ultimate cost for claims incurred (undiscounted) at the balance sheet date as a liability. The expected ultimate cost for claims incurred is estimated based upon analysis of historical data and actuarial estimates. We also maintain cybersecurity and privacy liability insurance coverage to help limit our exposure to losses such as those that may be caused by a significant compromise or breach of our data security, as well as property loss coverage. Our self-insurance liabilities, which are included in accrued salaries and related expenses, other accrued expenses, and other long-term liabilities in the consolidated balance sheets, were $1.4 billion at January 28, 2024, and $1.3 billion at January 29, 2023."}
-{"_id": "HD20230782", "title": "HD Treasury Stock", "text": "Treasury stock is reflected as a reduction of stockholders\u2019 equity at cost. We use the weighted average purchase cost to determine the cost of treasury stock that is reissued, if any. Excise taxes incurred on share repurchases represent direct costs of the repurchase and are recorded as a part of the cost basis of the shares within treasury stock."}
-{"_id": "HD20230784", "title": "HD Revenue Recognition", "text": "We recognize revenue, net of expected returns and sales tax, at the time the customer takes possession of merchandise or when a service is performed. Our liability for sales returns is estimated based on historical return levels and our expectation of future returns. We also recognize a return asset, and corresponding adjustment to cost of sales, for our right to recover the goods returned by the customer, measured at the former carrying amount of the goods, less any expected recovery cost. At each financial reporting date, we assess our estimates of expected returns, refund liabilities, and return assets."}
-{"_id": "HD20230785", "title": "HD Revenue Recognition", "text": "Services revenue is generated through a variety of installation, home maintenance, and professional service programs. In these programs, the customer selects and purchases material for a project, and we provide or arrange for professional installation. These programs are offered through our stores, online, and in-home sales programs. Under certain programs, when we provide or arrange for the installation of a project and the subcontractor provides material as part of the installation, both the material and labor are included in services revenue. We recognize services revenue when the service for the customer is complete, which is not materially different from recognizing the revenue over the service period as the substantial majority of our services are completed within one week."}
-{"_id": "HD20230786", "title": "HD Revenue Recognition", "text": "For products and services sold in stores or online, payment is typically due at the point of sale. When we receive payment before the customer has taken possession of the merchandise or the service has been performed, the amount received is recorded as deferred revenue until the sale or service is complete. Such performance obligations are part of contracts with expected original durations of typically three months or less. As of January 28, 2024 and January 29, 2023, deferred revenue for products and services was $1.7 billion and $2.0 billion, respectively."}
-{"_id": "HD20230787", "title": "HD Revenue Recognition", "text": "We further record deferred revenue for the sale of gift cards and recognize the associated revenue upon the redemption of those gift cards, which generally occurs within six months of gift card issuance. As of both January 28, 2024 and January 29, 2023, our performance obligations for unredeemed gift cards were $1.1 billion. Gift card breakage income, which is our estimate of the portion of our outstanding gift card balance not expected to be redeemed, is recognized in net sales and was immaterial in fiscal 2023, fiscal 2022, and fiscal 2021."}
-{"_id": "HD20230788", "title": "HD Revenue Recognition", "text": "We also have agreements with third-party service providers who directly extend credit to customers, manage our PLCC program, and own the related receivables. We have evaluated the third-party entities holding the receivables under the program and concluded that they should not be consolidated. The agreement with the primary third-party service provider for our PLCC program expires in 2028, with us having the option, but no obligation, to purchase the existing receivables at the end of the agreement. Deferred interest charges incurred for our deferred financing programs offered to these customers, interchange fees charged to us for their use of the cards, and any profit sharing with the third-party service providers are included in net sales."}
-{"_id": "HD20230790", "title": "HD Cost of Sales", "text": "Cost of sales includes the actual cost of merchandise sold and services performed; the cost of transportation of merchandise from vendors to our distribution network, stores, or customers; shipping and handling costs from our stores or distribution network to customers; and the operating cost and depreciation of our sourcing and distribution network. Vendor allowances that are not reimbursements of specific, incremental, and identifiable costs are also included within cost of sales."}
-{"_id": "HD20230792", "title": "HD Vendor Allowances", "text": "Vendor allowances primarily consist of volume rebates that are earned as a result of attaining certain purchase levels and co-op advertising allowances for the promotion of vendors\u2019 products that are typically based on guaranteed minimum amounts with additional amounts being earned for attaining certain purchase levels. These vendor allowances are accrued as earned, with those allowances received as a result of attaining certain purchase levels accrued over the incentive period, which generally concludes at the end of the calendar year, based on estimates of purchases. Volume rebates and certain co-op advertising allowances reduce the carrying cost of inventory and are recognized in cost of sales when the related inventory is sold."}
-{"_id": "HD20230796", "title": "HD Selling, General and Administrative", "text": "Selling, general and administrative expenses include compensation and benefits for retail and store support center associates, occupancy and operating costs of retail locations and store support centers, insurance-related expenses, advertising costs, credit and debit card processing fees, and other administrative costs."}
-{"_id": "HD20230798", "title": "HD Advertising Expense", "text": "Advertising costs, including digital, television, radio and print, are expensed when the advertisement first appears. Certain co-op advertising allowances that are reimbursements of specific, incremental, and identifiable costs incurred to promote vendors\u2019 products are recorded as an offset against advertising expense. Net advertising expense included in SG&A was $1.1 billion, $1.1 billion, and $1.0 billion for fiscal 2023, 2022, and 2021, respectively."}
-{"_id": "HD20230800", "title": "HD Stock-Based Compensation", "text": "We are currently authorized to issue incentive and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and deferred shares to certain of our associates and non-employee directors under certain stock incentive plans. We measure and recognize compensation expense for all stock-based payment awards made to associates and non-employee directors based on estimated fair values. The value of the portion of the award that is ultimately expected to vest is recognized as stock-based compensation expense, on a straight-line basis, over the requisite service period or as restrictions lapse. We include estimated forfeitures expected to occur when calculating stock-based compensation expense. Additional information on our stock-based payment awards is included in Note 9."}
-{"_id": "HD20230802", "title": "HD Income Taxes", "text": "Income taxes are accounted for under the asset and liability method. We provide for federal, state, and foreign income taxes currently payable, as well as for those deferred due to timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax rates is recognized as income or expense in the period that includes the enactment date. We routinely evaluate the likelihood of realizing the benefit of our deferred tax assets and may record a valuation allowance if, based on all available evidence, we determine that it is more likely than not that some portion of the tax benefit will not be realized."}
-{"_id": "HD20230803", "title": "HD Income Taxes", "text": "We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs."}
-{"_id": "HD20230804", "title": "HD Income Taxes", "text": "We recognize interest and penalties related to income tax matters in interest expense and SG&A, respectively, on our consolidated statements of earnings. Accrued interest and penalties related to income tax matters are recognized in other accrued expenses and other long-term liabilities on our consolidated balance sheets."}
-{"_id": "HD20230805", "title": "HD Income Taxes", "text": "We file a consolidated U.S. federal income tax return which includes certain eligible subsidiaries. Non-U.S. subsidiaries and certain U.S. subsidiaries, which are consolidated for financial reporting purposes, are not eligible to be included in our consolidated U.S. federal income tax return. Separate provisions for income taxes have been determined for these entities. For unremitted earnings of our non-U.S. subsidiaries, we are required to make an assertion regarding reinvestment or repatriation for tax purposes. For any earnings that we do not make a permanent reinvestment assertion, we recognize a provision for deferred income taxes. For earnings where we have made a permanent reinvestment assertion, no provision is recognized. See Note 6 for further discussion."}
-{"_id": "HD20230806", "title": "HD Income Taxes", "text": "We are subject to global intangible low-taxed income tax, an incremental tax on foreign income. We have made an accounting election to record this tax in the period the tax arises."}
-{"_id": "HD20230810", "title": "HD Comprehensive Income", "text": "Comprehensive income includes net earnings adjusted for certain gains and losses that are excluded from net earnings and recognized within accumulated other comprehensive loss as a component of equity, which consist primarily of foreign currency translation adjustments. Accumulated other comprehensive loss also includes net losses on cash flow hedges that were immaterial as of January 28, 2024 and January 29, 2023. Reclassifications from accumulated other comprehensive loss into earnings were immaterial in fiscal 2023, fiscal 2022, and fiscal 2021."}
-{"_id": "HD20230812", "title": "HD Foreign Currency Translation", "text": "Assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the current rate of exchange on the last day of the reporting period. Revenues and expenses are translated using average exchange rates for the period, and equity transactions are translated using the actual rate on the day of the transaction. Cumulative foreign currency translation adjustments recorded in accumulated other comprehensive loss as of January 28, 2024 and January 29, 2023 were losses of $365 million and $597 million, respectively."}
-{"_id": "HD20230814", "title": "HD Recently Adopted Accounting Pronouncements", "text": "ASU No. 2022-04. In September 2022, the FASB issued ASU No. 2022-04, \u201cLiabilities\u2014Supplier Finance Programs (Topic 405-50): Disclosure of Supplier Finance Program Obligations,\u201d to enhance the transparency of supplier finance programs used by an entity in connection with the purchase of goods and services. The standard requires entities that use supplier finance programs to disclose the key terms, including a description of payment terms, the confirmed amount outstanding under the program at the end of each reporting period, a description of where those obligations are presented on the balance sheet, and an annual rollforward, including the amount of obligations confirmed and the amount paid during the period. The guidance does not affect the recognition, measurement, or financial statement presentation of obligations covered by supplier finance programs. ASU No. 2022-04 was effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the required rollforward information, which is effective for fiscal years beginning after December 15, 2023. On January 30, 2023, we adopted ASU No. 2022-04 with no impact to our consolidated financial condition, results of operations, or cash flows."}
-{"_id": "HD20230815", "title": "HD Recently Adopted Accounting Pronouncements", "text": "ASU No. 2020-04. In March 2020, the FASB issued ASU No. 2020-04, \u201cReference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,\u201d which provides practical expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by the amendments in this update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate discontinued as a result of reference rate reform. ASU No. 2020-04 was effective as of March 12, 2020 and may be applied to contract modifications and hedging relationships from the beginning of an interim period that includes or is subsequent to March 12, 2020. This guidance was subsequently amended by ASU No. 2022-06, \u201cReference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848,\u201d which was effective upon issuance in December 2022 and extended the temporary relief provided by Topic 848 through December 31, 2024."}
-{"_id": "HD20230816", "title": "HD Recently Adopted Accounting Pronouncements", "text": "During the second quarter of fiscal 2023, we amended our existing fixed-to-variable interest rate swap agreements, which were designated as fair value hedges, to transition the variable component of such agreements from LIBOR to SOFR. Concurrent with these amendments, we elected certain of the optional expedients provided in Topic 848, which allow us to maintain our designation of fair value hedge accounting and application of the shortcut method for these agreements. The adoption of this guidance did not have a material impact on our consolidated financial condition, results of operations, or cash flows."}
-{"_id": "HD20230818", "title": "HD Recently Issued Accounting Pronouncements", "text": "ASU No. 2023-07. In November 2023, the FASB issued ASU No. 2023-07, \u201cSegment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,\u201d which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The disclosure requirements included in ASU No. 2023-07 are required for all public entities, including entities with a single reportable segment. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The guidance is required to be applied on a retrospective basis. We are currently evaluating the impact of the standard on our consolidated financial statement disclosures."}
-{"_id": "HD20230821", "title": "HD Table of Contents", "text": "ASU No. 2023-09. In December 2023, the FASB issued ASU No. 2023-09, \u201cIncome Taxes (Topic 740): Improvements to Income Tax Disclosures,\u201d which requires disclosure of disaggregated information about a reporting entity\u2019s effective tax rate reconciliation as well as disclosures on income taxes paid by jurisdiction. ASU No. 2023-09 is effective for annual periods beginning after December 15, 2024. The guidance is required to be applied on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. We are currently evaluating the impact of the standard on our consolidated financial statement disclosures."}
-{"_id": "HD20230822", "title": "HD Table of Contents", "text": "Recent accounting pronouncements adopted or pending adoption not discussed above are either not applicable or are not expected to have a material impact on our consolidated financial condition, results of operations, or cash flows."}
-{"_id": "HD20230824", "title": "HD 2.SEGMENT REPORTING AND NET SALES", "text": "We currently conduct our retail operations in the U.S., Canada, and Mexico, each of which represents one of our three operating segments. Our operating segments reflect the way in which internally-reported financial information is regularly reviewed by the chief operating decision maker, who is our President and Chief Executive Officer, to analyze performance, make decisions and allocate resources. For disclosure purposes, we aggregate these three operating segments into one reportable segment due to the similar nature of their operations and economic characteristics."}
-{"_id": "HD20230829", "title": "HD 2.SEGMENT REPORTING AND NET SALES", "text": "The following table presents net property and equipment, classified by geography: in millions####January 28, 2024####January 29, 2023####January 30, 2022 Net property and equipment \u2013 in the U.S.##$##23,347##$##23,057##$##22,696 Net property and equipment \u2013 outside the U.S.####2,807####2,574####2,503 Net property and equipment##$##26,154##$##25,631##$##25,199"}
-{"_id": "HD20230830", "title": "HD 2.SEGMENT REPORTING AND NET SALES", "text": "No sales to an individual customer accounted for more than 10% of revenue during any of the last three fiscal years."}
-{"_id": "HD20230836", "title": "HD 2.SEGMENT REPORTING AND NET SALES", "text": "The following table presents net sales, classified by geography: ####Fiscal####Fiscal####Fiscal in millions####2023####2022####2021 Net sales \u2013 in the U.S.##$##140,083##$##144,840##$##138,920 Net sales \u2013 outside the U.S.####12,586####12,563####12,237 Net sales##$##152,669##$##157,403##$##151,157"}
-{"_id": "HD20230842", "title": "HD 2.SEGMENT REPORTING AND NET SALES", "text": "The following table presents net sales by products and services: ####Fiscal####Fiscal####Fiscal in millions####2023####2022####2021 Net sales \u2013 products##$##146,835##$##151,804##$##145,745 Net sales \u2013 services####5,834####5,599####5,412 Net sales##$##152,669##$##157,403##$##151,157"}
-{"_id": "HD20230847", "title": "HD 2.SEGMENT REPORTING AND NET SALES", "text": "The following table presents major product lines and the related merchandising departments (and related services): Major Product Line##Merchandising Departments Building Materials##Building Materials, Electrical/Lighting, Lumber, Millwork, and Plumbing De\u0301cor##Appliances, De\u0301cor/Storage, Flooring, Kitchen and Bath, and Paint Hardlines##Hardware, Indoor Garden, Outdoor Garden, and Tools"}
-{"_id": "HD20230856", "title": "HD Table of Contents", "text": "The following table presents net sales by major product line (and related services): ####Fiscal####Fiscal####Fiscal in millions####2023####2022####2021 Building Materials##$##57,039##$##59,533##$##54,990 De\u0301cor####50,295####52,322####50,437 Hardlines####45,335####45,548####45,730 Net sales##$##152,669##$##157,403##$##151,157"}
-{"_id": "HD20230875", "title": "HD Table of Contents", "text": "The following table presents net sales by merchandising department (and related services): ######Fiscal##########Fiscal##########Fiscal#### ######2023##########2022##########2021#### dollars in millions####Net Sales####% of Net Sales######Net Sales####% of Net Sales######Net Sales####% of Net Sales## Appliances##$##13,863####9.1##%##$##14,461####9.2##%##$##14,232####9.4##% Building Materials####11,975####7.8######11,298####7.2######9,823####6.5## De\u0301cor/Storage####6,012####3.9######6,357####4.0######6,095####4.0## Electrical/Lighting####12,521####8.2######13,746####8.7######13,473####8.9## Flooring####8,754####5.7######9,222####5.9######9,225####6.1## Hardware####8,147####5.3######8,104####5.1######7,873####5.2## Indoor Garden####14,743####9.7######14,990####9.5######15,546####10.3## Kitchen and Bath####10,593####6.9######11,102####7.1######10,432####6.9## Lumber####11,731####7.7######13,460####8.6######13,344####8.8## Millwork####8,301####5.4######8,423####5.4######7,412####4.9## Outdoor Garden####10,278####6.7######10,078####6.4######10,317####6.8## Paint####11,073####7.3######11,180####7.1######10,453####6.9## Plumbing####12,511####8.2######12,606####8.0######10,938####7.2## Tools####12,167####8.0######12,376####7.9######11,994####7.9## Total##$##152,669####100.0##%##$##157,403####100.0##%##$##151,157####100.0##%"}
-{"_id": "HD20230890", "title": "HD Net Property and Equipment", "text": "The following table presents components of net property and equipment: in millions####January 28, 2024####January 29, 2023 Land##$##9,027##$##8,719 Buildings and improvements####20,030####19,430 Furniture, fixtures, and equipment####16,667####16,564 Leasehold improvements####2,254####2,130 Construction in progress####1,192####1,297 Finance leases####4,087####4,135 Property and equipment, at cost####53,257####52,275 Less accumulated depreciation and finance lease amortization####27,103####26,644 Net property and equipment##$##26,154##$##25,631"}
-{"_id": "HD20230896", "title": "HD Table of Contents", "text": "The following table presents depreciation and finance lease amortization expense, including depreciation and finance lease amortization expense included in cost of sales: in millions####Fiscal####Fiscal####Fiscal ####2023####2022####2021 Depreciation and finance lease amortization expense##$##3,020##$##2,756##$##2,650"}
-{"_id": "HD20230911", "title": "HD Leases", "text": "The following table presents the consolidated balance sheet classification related to operating and finance leases: in millions##Consolidated Balance Sheet Classification####January 28, 2024####January 29, 2023 Assets:########## Operating lease assets##Operating lease right-of-use assets##$##7,884##$##6,941 Finance lease assets (1)##Net property and equipment####2,840####2,899 Total lease assets####$##10,724##$##9,840 Liabilities:########## Current:########## Operating lease liabilities##Current operating lease liabilities##$##1,050##$##945 Finance lease liabilities##Current installments of long-term debt####268####231 Long-term:########## Operating lease liabilities##Long-term operating lease liabilities####7,082####6,226 Finance lease liabilities##Long-term debt, excluding current installments####3,000####3,054 Total lease liabilities####$##11,400##$##10,456"}
-{"_id": "HD20230913", "title": "HD \u2014\u2014\u2014\u2014\u2014", "text": "(1) Finance lease assets are recorded net of accumulated amortization of $1.2 billion as of both January 28, 2024 and January 29, 2023."}
-{"_id": "HD20230921", "title": "HD \u2014\u2014\u2014\u2014\u2014", "text": "The following table presents components of lease cost, excluding short-term lease cost and sublease income which are immaterial: ##Consolidated Statement of Earnings Classification (1)####Fiscal####Fiscal####Fiscal in millions######2023####2022####2021 Operating lease cost##Selling, general and administrative##$##1,359##$##1,169##$##1,084 Finance lease cost:############## Amortization of leased assets##Depreciation and amortization####304####282####250 Interest on lease liabilities##Interest expense####126####125####127 Variable lease cost##Selling, general and administrative####486####470####425"}
-{"_id": "HD20230923", "title": "HD \u2014\u2014\u2014\u2014\u2014", "text": "(1)Costs associated with our sourcing and distribution network are recorded in cost of sales, with the exception of interest on finance lease liabilities."}
-{"_id": "HD20230931", "title": "HD \u2014\u2014\u2014\u2014\u2014", "text": "The following table presents weighted average remaining lease terms and discount rates: ##January 28, 2024####January 29, 2023## Weighted Average Remaining Lease Term (Years):######## Operating leases##10####9## Finance leases##13####14## Weighted Average Discount Rate:######## Operating leases##3.7##%##3.2##% Finance leases##3.7##%##4.3##%"}
-{"_id": "HD20230944", "title": "HD Table of Contents", "text": "The following table presents approximate future minimum payments under operating and finance leases at January 28, 2024: in millions####Operating Leases####Finance Leases Fiscal 2024##$##1,325##$##381 Fiscal 2025####1,342####456 Fiscal 2026####1,191####347 Fiscal 2027####1,041####323 Fiscal 2028####884####287 Thereafter####4,288####2,251 Total lease payments####10,071####4,045 Less: imputed interest####1,939####777 Present value of lease liabilities##$##8,132##$##3,268"}
-{"_id": "HD20230956", "title": "HD Note: We have excluded approximately $450 million of lease payments (undiscounted basis) for leases that have been signed but have not yet commenced.", "text": "The following table presents supplemental cash flow information related to leases: ####Fiscal####Fiscal####Fiscal in millions####2023####2022####2021 Cash paid for amounts included in the measurement of lease liabilities:############ Operating cash flows \u2013 operating leases##$##1,328##$##1,157##$##1,090 Operating cash flows \u2013 finance leases####126####125####127 Financing cash flows \u2013 finance leases####271####241####182 Supplemental non-cash information:############ Lease assets obtained in exchange for new operating lease liabilities####1,827####1,991####964 Lease assets obtained in exchange for new finance lease liabilities####336####322####672"}
-{"_id": "HD20230965", "title": "HD Goodwill", "text": "The following table presents the changes in the carrying amount of our goodwill: ####Fiscal####Fiscal in millions####2023####2022 Goodwill, balance at beginning of year##$##7,444##$##7,449 Acquisitions (1)####998####\u2014 Other (2)####13####(5) Goodwill, balance at end of year##$##8,455##$##7,444"}
-{"_id": "HD20230967", "title": "HD \u2014\u2014\u2014\u2014\u2014", "text": "(1) Fiscal 2023 includes the preliminary determination of goodwill related to acquisitions completed within the year. See Note 13 for further details."}
-{"_id": "HD20230968", "title": "HD \u2014\u2014\u2014\u2014\u2014", "text": "(2) Reflects the net impact of foreign currency translation."}
-{"_id": "HD20230981", "title": "HD Intangible Assets", "text": "The following table presents information regarding our intangible assets, which are included in other assets on the consolidated balance sheets: ########January 28, 2024 (1)############January 29, 2023#### in millions####Gross Carrying Amount####Accumulated Amortization####Net Carrying Amount####Gross Carrying Amount####Accumulated Amortization####Net Carrying Amount Definite-Lived Intangible Assets:######################## Customer relationships##$##3,425##$##(670)##$##2,755##$##3,034##$##(495)##$##2,539 Trade names####227####(25)####202####151####(16)####135 Other####12####(12)####\u2014####12####(12)####\u2014 Indefinite-Lived Intangible Assets:######################## Trade names####649########649####649########649 Total Intangible Assets##$##4,313##$##(707)##$##3,606##$##3,846##$##(523)##$##3,323"}
-{"_id": "HD20230983", "title": "HD \u2014\u2014\u2014\u2014\u2014", "text": "(1) Includes the preliminary allocation of fair value to intangible assets related to acquisitions completed within fiscal 2023. See Note 13 for further details."}
-{"_id": "HD20230984", "title": "HD \u2014\u2014\u2014\u2014\u2014", "text": "Our intangible asset amortization expense was immaterial for fiscal 2023, fiscal 2022, and fiscal 2021."}
-{"_id": "HD20230993", "title": "HD \u2014\u2014\u2014\u2014\u2014", "text": "The following table presents the estimated future amortization expense related to definite-lived intangible assets as of January 28, 2024: in millions####Amortization Expense Fiscal 2024##$##207 Fiscal 2025####207 Fiscal 2026####207 Fiscal 2027####198 Fiscal 2028####181 Thereafter####1,957 Total##$##2,957"}
-{"_id": "HD20230996", "title": "HD Short-Term Debt", "text": "We have a commercial paper program that allows for borrowings up to $5.0 billion. In connection with our program, we have back-up credit facilities with a consortium of banks for borrowings up to $5.0 billion, which consist of a five-year $3.5 billion credit facility scheduled to expire in July 2027 and a 364-day $1.5 billion credit facility scheduled to expire in July 2024. In July 2023, we completed the renewal of our 364-day $1.5 billion credit facility, extending the maturity from July 2023 to July 2024. All of our short-term borrowings in fiscal 2023 and fiscal 2022 were under our commercial paper program. At January 28, 2024 and January 29, 2023, there were no outstanding borrowings under this program."}
-{"_id": "HD20231001", "title": "HD Short-Term Debt", "text": "The following table presents additional information on borrowings under our commercial paper program during fiscal 2023 and fiscal 2022: ####Fiscal####Fiscal in millions####2023####2022 Maximum amount outstanding during the period##$##1,453##$##2,745 Average daily short-term borrowings####72####269"}
-{"_id": "HD20231051", "title": "HD Long-Term Debt", "text": "The following table presents details of the components of our long-term debt: ############Carrying Amount (1)#### in millions##Interest Payable####Principal Amount####January 28, 2024######January 29, 2023 2.70% Senior notes due April 2023##Semi-annually##$##\u2014##$##\u2014####$##1,000 3.75% Senior notes due February 2024##Semi-annually####1,100####1,100######1,099 2.70% Senior notes due April 2025##Semi-annually####500####499######498 5.125% Senior notes due April 2025##Semi-annually####500####498######\u2014 3.35% Senior notes due September 2025##Semi-annually####1,000####999######998 4.00% Senior notes due September 2025##Semi-annually####750####749######748 3.00% Senior notes due April 2026##Semi-annually####1,300####1,296######1,295 2.125% Senior notes due September 2026##Semi-annually####1,000####995######994 4.95% Senior notes due September 2026##Semi-annually####750####746######\u2014 2.875% Senior notes due April 2027##Semi-annually####750####745######744 2.50% Senior notes due April 2027##Semi-annually####750####746######745 2.80% Senior notes due September 2027##Semi-annually####1,000####979######979 0.90% Senior notes due March 2028##Semi-annually####500####497######496 1.50% Senior notes due September 2028##Semi-annually####1,000####994######993 3.90% Senior notes due December 2028##Semi-annually####1,000####970######977 4.90% Senior notes due April 2029##Semi-annually####750####743######\u2014 2.95% Senior notes due June 2029##Semi-annually####1,750####1,665######1,675 2.70% Senior notes due April 2030##Semi-annually####1,500####1,346######1,347 1.375% Senior notes due March 2031##Semi-annually####1,250####1,167######1,170 1.875% Senior notes due September 2031##Semi-annually####1,000####936######942 3.25% Senior notes due April 2032##Semi-annually####1,250####1,239######1,237 4.50% Senior notes due September 2032##Semi-annually####1,250####1,243######1,242 5.875% Senior notes due December 2036##Semi-annually####3,000####2,872######2,874 3.30% Senior notes due April 2040##Semi-annually####1,250####1,057######1,075 5.40% Senior notes due September 2040##Semi-annually####500####496######496 5.95% Senior notes due April 2041##Semi-annually####1,000####991######990 4.20% Senior notes due April 2043##Semi-annually####1,000####927######939 4.875% Senior notes due February 2044##Semi-annually####1,000####982######981 4.40% Senior notes due March 2045##Semi-annually####1,000####980######980 4.25% Senior notes due April 2046##Semi-annually####1,600####1,586######1,586 3.90% Senior notes due June 2047##Semi-annually####1,150####1,145######1,144 4.50% Senior notes due December 2048##Semi-annually####1,500####1,465######1,464 3.125% Senior notes due December 2049##Semi-annually####1,250####1,173######1,178 3.35% Senior notes due April 2050##Semi-annually####1,500####1,472######1,472 2.375% Senior notes due March 2051##Semi-annually####1,250####1,150######1,156 2.75% Senior notes due September 2051##Semi-annually####1,000####983######983 3.625% Senior notes due April 2052##Semi-annually####1,500####1,458######1,458 4.95% Senior notes due September 2052##Semi-annually####1,000####980######980 3.50% Senior notes due September 2056##Semi-annually####1,000####974######973 Total senior notes####$##42,150##$##40,843####$##39,908 Finance lease obligations; payable in varying installments through April 30, 2076########$##3,268####$##3,285 Total long-term debt##########44,111######43,193 Less current installments of long-term debt##########1,368######1,231 Long-term debt, excluding current installments########$##42,743####$##41,962"}
-{"_id": "HD20231053", "title": "HD \u2014\u2014\u2014\u2014\u2014", "text": "(1) Includes unamortized discounts, premiums, debt issuance costs, and the effects of fair value hedges."}
-{"_id": "HD20231060", "title": "HD Table of Contents", "text": "November 2023 Issuance. In November 2023, we issued three tranches of senior notes. \u2022The first tranche consisted of $500 million of 5.125% senior notes due April 30, 2025 at a discount of $0.3 million. Interest on these notes is due semi-annually on April 30 and October 30 of each year, beginning April 30, 2024. \u2022The second tranche consisted of $750 million of 4.95% senior notes due September 30, 2026 at a discount of $1.6 million. Interest on these notes is due semi-annually on March 30 and September 30 of each year, beginning March 30, 2024. \u2022The third tranche consisted of $750 million of 4.90% senior notes due April 15, 2029 at a discount of $3.4 million. Interest on these notes is due semi-annually on April 15 and October 15 of each year, beginning April 15, 2024. \u2022Issuance costs totaled $7 million."}
-{"_id": "HD20231061", "title": "HD Table of Contents", "text": "Repayments. In April 2023, we repaid our $1.0 billion 2.70% senior notes at maturity."}
-{"_id": "HD20231062", "title": "HD Table of Contents", "text": "Redemption. All of our senior notes may be redeemed by us at any time, in whole or in part, at the redemption price plus accrued interest up to the redemption date. With respect to the 5.875% 2036 notes and the 5.125% 2025 notes, the redemption price is equal to the greater of (1) 100% of the principal amount of the notes to be redeemed, or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed that would be due after the related redemption date. With respect to all other notes, prior to the Par Call Date, as defined in the respective notes, the redemption price is equal to the greater of (1) 100% of the principal amount of the notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest to the Par Call Date. On or after the Par Call Date, the redemption price is equal to 100% of the principal amount of the notes. Additionally, if a Change in Control Triggering Event occurs, as defined in the notes, holders of all such notes have the right to require us to redeem those notes at 101% of the aggregate principal amount of the notes plus accrued interest up to the redemption date."}
-{"_id": "HD20231063", "title": "HD Table of Contents", "text": "The indentures governing the notes do not generally limit our ability to incur additional indebtedness or require us to maintain financial ratios or specified levels of net worth or liquidity. The indentures governing the notes contain various customary covenants; however, none are expected to impact our liquidity or capital resources."}
-{"_id": "HD20231072", "title": "HD Table of Contents", "text": "Maturities of Long-Term Debt. The following table presents our long-term debt maturities, excluding finance leases, as of January 28, 2024: in millions####Principal Fiscal 2024##$##1,100 Fiscal 2025####2,750 Fiscal 2026####3,050 Fiscal 2027####2,500 Fiscal 2028####2,500 Thereafter####30,250 Total##$##42,150"}
-{"_id": "HD20231074", "title": "HD Derivative Instruments and Hedging Activities", "text": "We use derivative instruments as part of our normal business operations in the management of our exposure to fluctuations in foreign currency exchange rates and interest rates on certain debt. Our objective in managing these exposures is to decrease the volatility of cash flows affected by changes in the underlying rates and minimize the risk of changes in the fair value of our senior notes."}
-{"_id": "HD20231075", "title": "HD Derivative Instruments and Hedging Activities", "text": "Fair Value Hedges. We had outstanding interest rate swap agreements with combined notional amounts of $5.4 billion at both January 28, 2024 and January 29, 2023. These agreements are accounted for as fair value hedges that swap fixed for variable rate interest to hedge changes in the fair values of certain senior notes. At January 28, 2024 and January 29, 2023, the fair values of these agreements totaled $858 million and $778 million, respectively, all of which are recognized in other long-term liabilities on the consolidated balance sheets."}
-{"_id": "HD20231076", "title": "HD Derivative Instruments and Hedging Activities", "text": "All of our interest rate swap agreements designated as fair value hedges meet the shortcut method requirements under GAAP. Accordingly, the changes in the fair values of these agreements offset the changes in the fair value of the hedged long-term debt."}
-{"_id": "HD20231079", "title": "HD Table of Contents", "text": "During the second quarter of fiscal 2023, we amended all of our interest rate swap agreements to replace LIBOR with SOFR and concurrently adopted certain expedients provided in Topic 848. These amendments did not result in any change to our application of hedge accounting or have a material impact to our consolidated financial statements. See Note 1 for further discussion."}
-{"_id": "HD20231080", "title": "HD Table of Contents", "text": "Cash Flow Hedges. At January 28, 2024 and January 29, 2023, we had outstanding foreign currency forward contracts accounted for as cash flow hedges, which hedge the variability of forecasted cash flows associated with certain payments made in our foreign operations. At January 28, 2024 and January 29, 2023, the notional amounts and the fair values of these contracts were not material. Additionally, the realized and unrealized gains and losses on these instruments were not material during fiscal 2023, fiscal 2022, and fiscal 2021."}
-{"_id": "HD20231081", "title": "HD Table of Contents", "text": "We also settled forward-starting interest rate swap agreements in prior years, which were used to hedge the variability in future interest payments attributable to changing interest rates on forecasted debt issuances. Unamortized losses on these forward-starting swaps, which were designated as cash flow hedges, are being amortized to interest expense over the life of the respective notes. Unamortized losses recognized on these swaps remaining in accumulated other comprehensive loss were immaterial as of January 28, 2024 and January 29, 2023, as were the losses recognized within interest expense for fiscal 2023, fiscal 2022, and fiscal 2021."}
-{"_id": "HD20231082", "title": "HD Table of Contents", "text": "We expect an immaterial amount recorded in accumulated other comprehensive loss as of January 28, 2024 to be reclassified into earnings within the next 12 months."}
-{"_id": "HD20231083", "title": "HD Table of Contents", "text": "Collateral. We generally enter into master netting arrangements, which are designed to reduce credit risk by permitting net settlement of transactions with the same counterparty. To further limit our credit risk, we enter into collateral security arrangements that provide for collateral to be received or posted when the net fair value of certain derivative instruments exceeds or falls below contractually established thresholds. The cash collateral posted by the Company related to derivative instruments under our collateral security arrangements was $714 million and $634 million as of January 28, 2024 and January 29, 2023, which was recorded in other current assets on the consolidated balance sheets. We did not hold any cash collateral as of January 28, 2024 or January 29, 2023."}
-{"_id": "HD20231091", "title": "HD Provision for Income Taxes", "text": "The following table presents our earnings before the provision for income taxes: in millions####Fiscal####Fiscal####Fiscal ####2023####2022####2021 United States##$##18,681##$##20,990##$##20,320 Foreign####1,243####1,487####1,417 Total##$##19,924##$##22,477##$##21,737"}
-{"_id": "HD20231105", "title": "HD Provision for Income Taxes", "text": "The following table presents our provision for income taxes: in millions####Fiscal####Fiscal####Fiscal ####2023####2022####2021 Current:############ Federal##$##3,764##$##3,918##$##4,066 State####882####880####981 Foreign####365####436####511 Total current####5,011####5,234####5,558 Deferred:############ Federal####(228)####102####(155) State####12####61####(11) Foreign####(14)####(25)####(88) Total deferred####(230)####138####(254) Provision for income taxes##$##4,781##$##5,372##$##5,304"}
-{"_id": "HD20231111", "title": "HD Table of Contents", "text": "The following table presents our combined federal, state, and foreign effective tax rates: ##Fiscal####Fiscal####Fiscal## ##2023####2022####2021## Combined federal, state, and foreign effective tax rates##24.0##%##23.9##%##24.4##%"}
-{"_id": "HD20231118", "title": "HD Table of Contents", "text": "The following table presents the reconciliation of our provision for income taxes at the federal statutory rate of 21% to the actual tax expense: in millions####Fiscal####Fiscal####Fiscal ####2023####2022####2021 Income taxes at federal statutory rate##$##4,184##$##4,720##$##4,565 State income taxes, net of federal income tax benefit####706####743####766 Other, net####(109)####(91)####(27) Total##$##4,781##$##5,372##$##5,304"}
-{"_id": "HD20231119", "title": "HD Table of Contents", "text": "On August 16, 2022, the Inflation Reduction Act of 2022 (\u201c2022 Tax Act\u201d) was enacted into law. The key tax provisions include a 15% minimum tax on adjusted financial statement income. There was no impact on the Company\u2019s effective tax rate as a result of the 15% minimum tax under the 2022 Tax Act."}
-{"_id": "HD20231120", "title": "HD Table of Contents", "text": "Additionally, as of the end of fiscal 2023, the Organization for Economic Cooperation and Development (\u201cOECD\u201d) has published rules for a new global minimum tax framework through its base erosion and profit shifting pillar two project (\u201cBEPS Pillar Two\u201d), and various governments around the world have enacted or are in the process of enacting legislation on these rules. Many member states have committed to adopting BEPS Pillar Two, which calls for a global minimum tax of 15% to be effective for tax years beginning in 2024. The OECD guidance published to date includes transition and safe harbor rules around the implementation of the BEPS Pillar Two global minimum tax. We are monitoring developments and evaluating the impacts these new rules will have on our effective tax rate, including eligibility to qualify for these safe harbor rules, and at this time do not expect the impact to be material."}
-{"_id": "HD20231146", "title": "HD Deferred Taxes", "text": "The following table presents the tax effects of temporary differences that give rise to significant portions of our deferred tax assets and deferred tax liabilities: in millions####January 28, 2024####January 29, 2023 Assets:######## Deferred compensation##$##237##$##236 Accrued self-insurance liabilities####258####276 State income taxes####209####149 Merchandise inventories####110####30 Non-deductible reserves####474####318 Net operating losses####99####115 Lease liabilities####2,034####1,879 Deferred revenue####191####148 Other####46####56 Total deferred tax assets####3,658####3,207 Valuation allowance####(67)####(5) Total deferred tax assets, net of valuation allowance####3,591####3,202 Liabilities:######## Property and equipment####(988)####(992) Goodwill and other intangibles####(1,000)####(953) Lease right-of-use assets####(1,956)####(1,799) Tax on unremitted earnings####(53)####(63) Other####(144)####(95) Total deferred tax liabilities####(4,141)####(3,902) Net deferred tax liabilities##$##(550)##$##(700)"}
-{"_id": "HD20231151", "title": "HD Deferred Taxes", "text": "The following table presents our noncurrent deferred tax assets and noncurrent deferred tax liabilities, netted by tax jurisdiction, as presented on the consolidated balance sheets: in millions##Consolidated Balance Sheet Classification####January 28, 2024####January 29, 2023 Deferred tax assets##Other assets##$##313##$##319 Deferred tax liabilities##Deferred income taxes####(863)####(1,019) Net deferred tax liabilities####$##(550)##$##(700)"}
-{"_id": "HD20231152", "title": "HD Deferred Taxes", "text": "As of January 28, 2024, we recorded deferred tax assets of $99 million for net operating losses and $69 million for tax credits, primarily related to state jurisdictions. These losses and credits expire at various dates beginning in 2024 and 2025, respectively. We have concluded that it is more likely than not that tax benefits related to substantially all net operating losses will be realized based upon the expectation that we will generate the necessary taxable income in future periods. We have concluded that it is not more likely than not that tax benefits related to substantially all tax credits will be realized prior to expiration, and a valuation allowance has been recorded against these tax credits. The overall change in our valuation allowance was not material in fiscal 2023."}
-{"_id": "HD20231156", "title": "HD Reinvestment of Unremitted Earnings", "text": "Substantially all of our current year foreign cash earnings in excess of working capital and cash needed for strategic investments are not intended to be indefinitely reinvested offshore. Therefore, the tax effects of repatriation for applicable state taxes and foreign withholding taxes of such cash earnings have been provided for in the accompanying consolidated statements of earnings. We have the intent and ability to reinvest substantially all of the $4.8 billion of non-cash unremitted earnings of our non-U.S. subsidiaries indefinitely. Accordingly, no provision for state taxes or foreign withholding taxes was recorded on these unremitted earnings in the accompanying consolidated statements of earnings. It is impracticable for us to determine the amount of unrecognized deferred tax liabilities on these indefinitely reinvested earnings due to the complexities associated with the hypothetical calculation."}
-{"_id": "HD20231158", "title": "HD Tax Return Examination Status", "text": "Our income tax returns are routinely examined by U.S. federal, state and local, and foreign tax authorities. Our U.S. federal tax returns for fiscal years 2010 through 2021, with the exception of 2015, are currently under examination by the IRS. With respect to fiscal years 2010 to 2014, the IRS had issued a proposed adjustment relating to transfer pricing between our entities in the U.S. and China, which was resolved during fiscal year 2023 with no material impact to our consolidated financial condition, results of operations, or cash flows. There are also ongoing U.S. state and local audits and other foreign audits covering fiscal years 2013 through 2021. We do not expect the results from any ongoing income tax audit to have a material impact on our consolidated financial condition, results of operations, or cash flows."}
-{"_id": "HD20231159", "title": "HD Tax Return Examination Status", "text": "Over the next twelve months, it is reasonably possible that the resolution of federal and state tax examinations, as well as the expiration of statutes of limitations, could reduce our unrecognized tax benefits by an immaterial amount. We do not anticipate the resolution of these matters will result in a material change to our consolidated financial condition or results of operations."}
-{"_id": "HD20231170", "title": "HD Unrecognized Tax Benefits", "text": "The following table reconciles the beginning and ending amount of our gross unrecognized tax benefits: in millions####Fiscal####Fiscal####Fiscal ####2023####2022####2021 Unrecognized tax benefits balance at beginning of fiscal year##$##643##$##570##$##540 Additions based on tax positions related to the current year####74####75####80 Additions for tax positions of prior years####13####22####24 Reductions for tax positions of prior years####(14)####(7)####(40) Reductions due to settlements####\u2014####(1)####(29) Reductions due to lapse of statute of limitations####(27)####(16)####(5) Unrecognized tax benefits balance at end of fiscal year##$##689##$##643##$##570"}
-{"_id": "HD20231171", "title": "HD Unrecognized Tax Benefits", "text": "Unrecognized tax benefits that if recognized would affect our annual effective income tax rate on net earnings were $568 million, $537 million, and $479 million at January 28, 2024, January 29, 2023, and January 30, 2022, respectively."}
-{"_id": "HD20231173", "title": "HD Interest and Penalties", "text": "Net adjustments to accruals for interest and penalties associated with uncertain tax positions were immaterial in fiscal 2023, fiscal 2022, and fiscal 2021. Our total accrued interest and penalties associated with uncertain tax positions were immaterial as of January 28, 2024 and January 29, 2023."}
-{"_id": "HD20231190", "title": "HD Stock Rollforward", "text": "The following table presents a reconciliation of the number of shares of our common stock outstanding and cash dividends per share: shares in millions####Fiscal####Fiscal####Fiscal ####2023####2022####2021 Common stock:############ Shares at beginning of year####1,794####1,792####1,789 Shares issued under employee stock plans, net####2####2####3 Shares at end of year####1,796####1,794####1,792 Treasury stock:############ Shares at beginning of year####(778)####(757)####(712) Repurchases of common stock####(26)####(21)####(45) Shares at end of year####(804)####(778)####(757) Shares outstanding at end of year####992####1,016####1,035 Cash dividends per share##$##8.36##$##7.60##$##6.60"}
-{"_id": "HD20231192", "title": "HD Share Repurchases", "text": "In August 2023, our Board of Directors approved a $15.0 billion share repurchase authorization that replaced the previous authorization of $15.0 billion, which was approved in August 2022. The August 2023 authorization does not have a prescribed expiration date. As of January 28, 2024, approximately $12.3 billion of the $15.0 billion share repurchase authorization remained available."}
-{"_id": "HD20231197", "title": "HD Share Repurchases", "text": "The following table presents information about our repurchases of common stock, all of which were completed through open market purchases: ####Fiscal####Fiscal####Fiscal in millions####2023####2022####2021 Total number of shares repurchased####26####21####45 Total cost of shares repurchased##$##8,074##$##6,504##$##15,001"}
-{"_id": "HD20231198", "title": "HD Share Repurchases", "text": "The cost of shares repurchased may differ from the repurchases of common stock amounts in the consolidated statements of cash flows due to unsettled share repurchases at the end of a period and excise taxes incurred on share repurchases."}
-{"_id": "HD20231203", "title": "HD 8.FAIR VALUE MEASUREMENTS", "text": "The fair value of an asset is considered to be the price at which the asset could be sold in an orderly transaction between unrelated knowledgeable and willing parties. A liability\u2019s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, rather than the amount that would be paid to settle the liability with the creditor. Assets and liabilities recorded at fair value are measured using a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The levels of the fair value hierarchy are: \u2022Level 1: observable inputs such as quoted prices in active markets for identical assets or liabilities; \u2022Level 2: inputs other than quoted prices in active markets in Level 1 that are either directly or indirectly observable; and \u2022Level 3: unobservable inputs for which little or no market data exists, therefore requiring management judgment to develop the Company\u2019s own models with estimates and assumptions."}
-{"_id": "HD20231206", "title": "HD Table of Contents", "text": "Assets and Liabilities Measured at Fair Value on a Recurring Basis"}
-{"_id": "HD20231212", "title": "HD Table of Contents", "text": "The following table presents the assets and liabilities that are measured at fair value on a recurring basis: ####January 28, 2024####January 29, 2023 in millions####Fair Value (Level 2)####Fair Value (Level 2) Derivative agreements \u2013 assets##$##\u2014##$##\u2014 Derivative agreements \u2013 liabilities####(859)####(778) Total##$##(859)##$##(778)"}
-{"_id": "HD20231213", "title": "HD Table of Contents", "text": "The fair values of our derivative instruments are determined using an income approach and Level 2 inputs, which primarily include the respective interest rate forward curves and discount rates. Our derivative instruments are discussed further in Note 5."}
-{"_id": "HD20231214", "title": "HD Table of Contents", "text": "Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis"}
-{"_id": "HD20231215", "title": "HD Table of Contents", "text": "Long-lived assets, goodwill, and other intangible assets are subject to nonrecurring fair value measurement for the assessment of impairment. We did not have any material assets or liabilities that were measured and recognized at fair value on a nonrecurring basis during fiscal 2023, fiscal 2022, or fiscal 2021."}
-{"_id": "HD20231217", "title": "HD Other Fair Value Disclosures", "text": "The carrying amounts of cash and cash equivalents, receivables, and accounts payable approximate fair value due to their short-term nature."}
-{"_id": "HD20231221", "title": "HD Other Fair Value Disclosures", "text": "The following table presents the aggregate fair values and carrying values of our senior notes: ######January 28, 2024##########January 29, 2023#### in millions####Fair Value (Level 1)######Carrying Value####Fair Value (Level 1)######Carrying Value Senior notes##$##38,495####$##40,843##$##38,537####$##39,908"}
-{"_id": "HD20231224", "title": "HD Omnibus Stock Incentive Plans", "text": "The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022 (the \u201cOmnibus Plan\u201d) and The Home Depot, Inc. 1997 Omnibus Stock Incentive Plan (the \u201c1997 Plan\u201d and collectively with the Omnibus Plan, the \u201cPlans\u201d) provide that incentive and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, deferred shares, and other stock-based awards may be issued to certain of our associates and non-employee directors. Under the Omnibus Plan, the maximum number of shares of our common stock authorized for issuance is 80 million shares plus a number of shares (not to exceed 10 million) related to underlying awards outstanding as of May 19, 2022, which can be returned to the share pool if those awards are subsequently terminated or expire unexercised, or are cancelled, forfeited or lapse for any reason, with any award other than a stock option or stock appreciation right reducing the number of shares available for issuance by 2.11 shares. At January 28, 2024, there were approximately 77 million shares available for future grants under the Omnibus Plan. No additional equity awards could be issued from the 1997 Plan after May 26, 2005."}
-{"_id": "HD20231230", "title": "HD Omnibus Stock Incentive Plans", "text": "The following table presents total stock-based compensation expense, net of estimated forfeitures, including expense related to our ESPPs, and related income tax benefit: in millions####Fiscal####Fiscal####Fiscal ####2023####2022####2021 Pre-tax stock-based compensation expense##$##382##$##367##$##403 Income tax benefit####(79)####(73)####(86) After-tax stock-based compensation expense##$##303##$##294##$##317"}
-{"_id": "HD20231231", "title": "HD Omnibus Stock Incentive Plans", "text": "At January 28, 2024, there was $454 million of unrecognized stock-based compensation expense, which is expected to be recognized over a weighted average period of two years."}
-{"_id": "HD20231234", "title": "HD Table of Contents", "text": "The award types issued under the Plans are as follows:"}
-{"_id": "HD20231235", "title": "HD Table of Contents", "text": "Stock Options. Under the terms of the Plans, incentive stock options and nonqualified stock options must have an exercise price at or above the fair market value of our stock on the date of the grant. Typically, nonqualified stock options vest at the rate of 25% per year commencing on the second anniversary date of the grant and expire on the tenth anniversary date of the grant. Additionally, a majority of our stock options may become non-forfeitable upon the associate reaching age 60, provided the associate has had five years of continuous service. No incentive stock options have been issued under the Omnibus Plan."}
-{"_id": "HD20231236", "title": "HD Table of Contents", "text": "We estimate the fair value of stock option awards on the date of grant using the Black-Scholes option-pricing model. Our determination of fair value of stock option awards on the date of grant using the Black-Scholes option-pricing model is affected by our stock price as well as assumptions regarding a number of variables."}
-{"_id": "HD20231244", "title": "HD Table of Contents", "text": "The following table presents the per share weighted average fair value of stock options granted and the assumptions used in determining fair value at the date of grant using the Black-Scholes option-pricing model: ####Fiscal######Fiscal######Fiscal## ####2023######2022######2021## Per share weighted average fair value##$##66.01####$##70.21####$##57.71## Risk-free interest rate####3.6##%####2.5##%####1.0##% Assumed volatility####26.7##%####27.0##%####26.5##% Assumed dividend yield####2.8##%####2.4##%####2.2##% Assumed lives of options####6 years######6 years######6 years##"}
-{"_id": "HD20231251", "title": "HD Table of Contents", "text": "The following table presents a summary of stock option activity by number of shares and weighted average exercise price during fiscal 2023: shares in thousands##Number of Shares####Weighted Average Exercise Price Outstanding at beginning of year##3,626##$##167.66 Granted##235####283.85 Exercised##(743)####106.96 Forfeited##(33)####275.93 Outstanding at end of year##3,085####189.97"}
-{"_id": "HD20231255", "title": "HD Table of Contents", "text": "The following table presents the total intrinsic value of stock options exercised: in millions####Fiscal####Fiscal####Fiscal ####2023####2022####2021 Total intrinsic value of stock options exercised##$##152##$##61##$##237"}
-{"_id": "HD20231259", "title": "HD Table of Contents", "text": "The following table presents details regarding outstanding and exercisable stock options at January 28, 2024: shares in thousands, dollars in millions, except for per share amounts##Number of Shares####Intrinsic Value##Weighted Average Remaining Life####Weighted Average Exercise Price Outstanding##3,085##$##510##4.6 years##$##189.97 Exercisable##2,102####424##3.2 years####153.57"}
-{"_id": "HD20231260", "title": "HD Table of Contents", "text": "Shares of common stock issued from stock option exercises may be issued from authorized and unissued common stock or treasury stock."}
-{"_id": "HD20231261", "title": "HD Table of Contents", "text": "Restricted Stock and Performance Share Awards. Restrictions on the restricted stock issued under the Plans generally lapse over various periods up to five years. At the grant date of the award, recipients of restricted stock are granted voting rights and generally receive dividends on unvested shares, paid in the form of cash on each dividend payment date. Dividends paid on unvested shares were immaterial for fiscal 2023, fiscal 2022, and fiscal 2021. Additionally, the majority of our restricted stock awards may become non-forfeitable upon the associate\u2019s attainment of age 60, provided the associate has had five years of continuous service."}
-{"_id": "HD20231264", "title": "HD Table of Contents", "text": "We have also granted performance share awards under the Plans. These awards provide for the issuance of shares of our common stock at the end of the three-year performance cycle based upon our performance against target average ROIC and operating profit over that performance cycle. Additionally, the awards become non-forfeitable upon the associate\u2019s attainment of age 60, provided the associate has had five years of continuous service and minimum performance targets are achieved. Recipients of performance share awards have no voting rights until the shares are issued following completion of the performance period. Dividend equivalents accrue on the performance shares (as reinvested shares) and are paid upon the payout of the award based upon the actual number of shares earned. The fair value of the restricted stock and performance shares is based on the closing stock price on the date of grant and is expensed over the period during which the restrictions lapse."}
-{"_id": "HD20231265", "title": "HD Table of Contents", "text": "Restricted Stock Units. Each restricted stock unit entitles the associate to one share of common stock to be received upon vesting up to five years after the grant date. Additionally, the majority of these awards may become non-forfeitable upon the associate reaching age 60, provided the associate has had five years of continuous service. Recipients of restricted stock units have no voting rights until the vesting of the award. Recipients receive dividend equivalents that accrue on unvested units and are paid out in the form of additional shares of stock on the vesting date. The fair value of the restricted stock units is based on the closing stock price on the date of grant and is expensed over the period during which the units vest."}
-{"_id": "HD20231272", "title": "HD Table of Contents", "text": "The following table presents a summary of restricted stock, performance shares, and restricted stock unit activity during fiscal 2023: shares in thousands##Number of Shares####Weighted Average Grant Date Fair Value Nonvested at beginning of year##3,359##$##261.66 Granted##1,692####273.63 Vested##(1,429)####231.72 Forfeited##(236)####277.20 Nonvested at end of year##3,386####279.19"}
-{"_id": "HD20231276", "title": "HD Table of Contents", "text": "The following table presents the total fair value of restricted stock, performance shares, and restricted stock units vested: in millions####Fiscal####Fiscal####Fiscal ####2023####2022####2021 Total fair value vested##$##412##$##479##$##405"}
-{"_id": "HD20231277", "title": "HD Table of Contents", "text": "Deferred Shares. We grant awards of deferred shares to non-employee directors under the Plans. Each deferred share entitles the non-employee director to one share of common stock to be received following termination of Board service. Recipients of deferred shares have no voting rights and receive dividend equivalents that accrue and are paid out in the form of additional shares of stock upon payout of the underlying shares following termination of service. The fair value of the deferred shares is based on the closing stock price on the date of grant and is expensed immediately upon grant."}
-{"_id": "HD20231281", "title": "HD Table of Contents", "text": "The following table presents deferred shares granted to non-employee directors: ##Fiscal##Fiscal##Fiscal ##2023##2022##2021 Deferred shares granted to non-employee directors##19,000##19,000##15,000"}
-{"_id": "HD20231283", "title": "HD Employee Stock Purchase Plans", "text": "We maintain two ESPPs: a U.S. and a non-U.S. plan. The plan for U.S. associates is a tax-qualified plan under Section 423 of the Internal Revenue Code. The non-U.S. plan is not a Section 423 plan. At January 28, 2024, there were approximately 15 million shares available under the U.S. plan and approximately 18 million shares available under the non-U.S. plan. The purchase price of shares under the ESPPs is equal to 85% of the stock\u2019s fair market value on the last day of the purchase period, which is a six-month period ending on December 31 and June 30 of each year. During fiscal 2023, there were approximately 1 million shares purchased under the ESPPs at an average price of $277.19. Under the outstanding ESPPs at January 28, 2024, associates have contributed $22 million to purchase shares at 85% of the stock\u2019s fair market value on the last day of the current purchase period, June 30, 2024."}
-{"_id": "HD20231287", "title": "HD 10.EMPLOYEE BENEFIT PLANS", "text": "We maintain active defined contribution retirement plans for our associates (the \u201cBenefit Plans\u201d). All associates satisfying certain service requirements are eligible to participate in the Benefit Plans. We make cash contributions each payroll period up to specified percentages of associates\u2019 contributions as approved by our Board of Directors."}
-{"_id": "HD20231288", "title": "HD 10.EMPLOYEE BENEFIT PLANS", "text": "We also maintain the Restoration Plans to provide certain associates deferred compensation that they would have received under the Benefit Plans as a matching contribution if not for the maximum compensation limits under the Internal Revenue Code. We fund the Restoration Plans through contributions made to grantor trusts, which are then used to purchase shares of our common stock in the open market."}
-{"_id": "HD20231292", "title": "HD 10.EMPLOYEE BENEFIT PLANS", "text": "The following table presents our contributions to the Benefit Plans and the Restoration Plans: in millions####Fiscal####Fiscal####Fiscal ####2023####2022####2021 Contributions to the Benefit Plans and the Restoration Plans##$##293##$##280##$##278"}
-{"_id": "HD20231293", "title": "HD 10.EMPLOYEE BENEFIT PLANS", "text": "At January 28, 2024, the Benefit Plans and the Restoration Plans held a total of 5.0 million shares of our common stock in trusts for plan participants."}
-{"_id": "HD20231301", "title": "HD 11.WEIGHTED AVERAGE COMMON SHARES", "text": "The following table presents the reconciliation of our basic to diluted weighted average common shares as well as the number of anti-dilutive securities excluded from diluted weighted average common shares: in millions##Fiscal##Fiscal##Fiscal ##2023##2022##2021 Basic weighted average common shares##999##1,022##1,054 Effect of potentially dilutive securities (1)##3##3##4 Diluted weighted average common shares##1,002##1,025##1,058 Anti-dilutive securities excluded from diluted weighted average common shares##1##1##\u2014"}
-{"_id": "HD20231303", "title": "HD \u2014\u2014\u2014\u2014\u2014", "text": "(1) Represents the dilutive impact of stock-based awards."}
-{"_id": "HD20231305", "title": "HD 12.COMMITMENTS AND CONTINGENCIES", "text": "At January 28, 2024, we had outstanding letters of credit totaling $598 million, primarily related to certain business transactions, including insurance programs, trade contracts, and construction contracts."}
-{"_id": "HD20231306", "title": "HD 12.COMMITMENTS AND CONTINGENCIES", "text": "We are involved in litigation arising in the normal course of business. In management\u2019s opinion, any such litigation is not expected to have a material adverse effect on our consolidated financial condition, results of operations, or cash flows."}
-{"_id": "HD20231308", "title": "HD 13.ACQUISITIONS", "text": "During fiscal 2023, we completed three individually immaterial acquisitions for total aggregate cash purchase consideration of $1.5 billion. Based on preliminary acquisition date fair values, we recognized aggregate definite-lived intangible assets of $469 million with a weighted average amortization period of 17 years, primarily related to customer relationships, and goodwill of $998 million. The goodwill arising from the acquisitions is primarily attributable to operational synergies and acceleration of growth strategy, as well as the assembled workforce. The portion of goodwill generated through these acquisitions that is expected to be deductible for U.S. federal and state tax purposes is not material."}
-{"_id": "HD20231311", "title": "HD Table of Contents", "text": "We have completed preliminary valuation analyses necessary to assess the fair values of the assets acquired and liabilities assumed and the amount of goodwill to be recognized as of the acquisition dates. These fair values were based on management\u2019s estimates and assumptions; however, the amounts indicated above are preliminary in nature and are subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the respective acquisition dates. Accordingly, there may be adjustments to the assigned values of acquired assets and liabilities, including, but not limited to, intangible assets and their respective estimated useful lives. The final determination of the fair values and related income tax impacts will be completed as soon as practicable, and within the measurement period of up to one year from the respective acquisition dates as permitted under GAAP. Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined."}
-{"_id": "HD20231312", "title": "HD Table of Contents", "text": "Net sales and net earnings for fiscal 2023 attributable to these acquisitions in the aggregate after their respective acquisition dates were immaterial. Pro forma results of operations would not be materially different as a result of the acquisitions in the aggregate and therefore are not presented."}
-{"_id": "HD20231313", "title": "HD Table of Contents", "text": "Changes in and Disagreements With Accountants on Accounting and Financial Disclosure"}
-{"_id": "HD20231314", "title": "HD Table of Contents", "text": "Not applicable."}
-{"_id": "HD20231317", "title": "HD DISCLOSURE CONTROLS AND PROCEDURES", "text": "We maintain disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC\u2019s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure."}
-{"_id": "HD20231318", "title": "HD DISCLOSURE CONTROLS AND PROCEDURES", "text": "Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective."}
-{"_id": "HD20231320", "title": "HD MANAGEMENT\u2019S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING", "text": "Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) promulgated under the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 28, 2024 based on the framework in Internal Control \u2013 Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of January 28, 2024 in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP."}
-{"_id": "HD20231321", "title": "HD MANAGEMENT\u2019S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING", "text": "The effectiveness of our internal control over financial reporting as of January 28, 2024 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein."}
-{"_id": "HD20231323", "title": "HD CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING", "text": "We are in the process of an ongoing business transformation initiative, which includes upgrading and migrating certain accounting and finance systems. We plan to continue to migrate additional business processes over the course of the next few years and have modified and will continue to modify the design and implementation of certain internal control processes as the transformation continues."}
-{"_id": "HD20231324", "title": "HD CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING", "text": "Except as described above, there were no other changes in our internal control over financial reporting during the fiscal quarter ended January 28, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting."}
-{"_id": "HD20231330", "title": "HD To the Stockholders and the Board of Directors", "text": "The Home Depot, Inc.: Opinion on Internal Control Over Financial Reporting"}
-{"_id": "HD20231331", "title": "HD To the Stockholders and the Board of Directors", "text": "We have audited The Home Depot, Inc. and its subsidiaries' (the Company) internal control over financial reporting as of January 28, 2024, based on criteria established in Internal Control \u2013 Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 28, 2024, based on criteria established in Internal Control \u2013 Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission."}
-{"_id": "HD20231332", "title": "HD To the Stockholders and the Board of Directors", "text": "We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 28, 2024 and January 29, 2023, the related consolidated statements of earnings, comprehensive income, stockholders\u2019 equity, and cash flows for each of the fiscal years in the three-year period ended January 28, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated March 13, 2024 expressed an unqualified opinion on those consolidated financial statements."}
-{"_id": "HD20231334", "title": "HD Basis for Opinion", "text": "The Company\u2019s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management\u2019s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company\u2019s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "HD20231335", "title": "HD Basis for Opinion", "text": "We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion."}
-{"_id": "HD20231337", "title": "HD Definition and Limitations of Internal Control Over Financial Reporting", "text": "A company\u2019s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company\u2019s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company\u2019s assets that could have a material effect on the financial statements."}
-{"_id": "HD20231338", "title": "HD Definition and Limitations of Internal Control Over Financial Reporting", "text": "Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate."}
-{"_id": "HD20231345", "title": "HD Other Information", "text": "During the fiscal quarter ended January 28, 2024, no director or officer of the Company adopted or terminated a \u201cRule 10b5-1 trading arrangement\u201d or \u201cnon-Rule 10b5-1 trading arrangement,\u201d as each term is defined in Item 408(a) of the SEC\u2019s Regulation S-K."}
-{"_id": "HD20231347", "title": "HD Disclosure Regarding Foreign Jurisdictions that Prevent Inspections", "text": "Not applicable."}
-{"_id": "HD20231349", "title": "HD Directors, Executive Officers and Corporate Governance", "text": "Information required by this item, other than the information regarding the executive officers set forth below, is incorporated by reference to the sections entitled \u201cElection of Directors,\u201d \u201cCorporate Governance,\u201d \u201cGeneral,\u201d and \u201cAudit Committee Report\u201d in our Proxy Statement for the 2024 Annual Meeting of Shareholders (\u201cProxy Statement\u201d)."}
-{"_id": "HD20231350", "title": "HD Directors, Executive Officers and Corporate Governance", "text": "Executive officers are appointed by, and serve at the pleasure of, the Board of Directors. Our executive officers are as follows:"}
-{"_id": "HD20231351", "title": "HD Directors, Executive Officers and Corporate Governance", "text": "WILLIAM D. BASTEK, age 57, has been Executive Vice President \u2013 Merchandising, since March 2023. From January 2019 to March 2023, Mr. Bastek served as Senior Vice President of Merchandising, Hardlines for the Company, responsible for merchandising and marketing strategies for hardware and garden. Prior to that role, he was Merchandising Vice President for hardware and tools from December 2013 to January 2019. Mr. Bastek began his career in 1989 at HD Supply, formerly known as Maintenance Warehouse, which was originally acquired by the Company in 1997. Mr. Bastek has served in various roles of increasing responsibility, including Global Product Merchant, Senior Merchant, Divisional Merchandise Manager and Merchandising Vice President for building materials."}
-{"_id": "HD20231352", "title": "HD Directors, Executive Officers and Corporate Governance", "text": "ANN-MARIE CAMPBELL, age 58, has been Senior Executive Vice President since November 2023. From October 2020 to October 2023, she served as Executive Vice President \u2013 U.S. Stores and International Operations, from February 2016 to October 2020, she served as Executive Vice President \u2013 U.S. Stores, from January 2009 to February 2016, she served as Division President of the Southern Division, and from December 2005 to January 2009, she served as Vice President \u2013 Vendor Services. Ms. Campbell began her career with The Home Depot in 1985 as a cashier and has held roles of increasing responsibility since she joined the Company, including vice president roles in the Company\u2019s operations, merchandising, and marketing departments. She serves as a director of Workday, Inc., a financial and human capital management software vendor."}
-{"_id": "HD20231353", "title": "HD Directors, Executive Officers and Corporate Governance", "text": "MATTHEW A. CAREY, age 59, has been Executive Vice President \u2013 Customer Experience since April 2022. He served as Executive Vice President and Chief Information Officer from September 2008 to April 2022. From January 2006 through August 2008, he served as Senior Vice President and Chief Technology Officer at eBay Inc., an online commerce platform. Mr. Carey was previously with Wal-Mart Stores, Inc., a general merchandise retailer, from June 1985 to December 2005. His final position with Wal-Mart was Senior Vice President and Chief Technology Officer. He serves as a director of Chipotle Mexican Grill, Inc., which owns and operates restaurants in the U.S. and internationally."}
-{"_id": "HD20231354", "title": "HD Directors, Executive Officers and Corporate Governance", "text": "JOHN DEATON, age 50, has been Executive Vice President \u2013 Supply Chain & Product Development since November 2021. From April 2021 to October 2021, he served as Senior Vice President \u2013 Operations; from May 2017 to April 2021, he served as Senior Vice President \u2013 Supply Chain; from July 2011 to April 2017, he served as Senior Vice President \u2013 Brand and Product Development; and from April 2007 to June 2011, he served as Vice President \u2013 Supply Chain."}
-{"_id": "HD20231355", "title": "HD Directors, Executive Officers and Corporate Governance", "text": "EDWARD P. DECKER, age 61, has served as our Chair since October 2022, and as our President and Chief Executive Officer since March 2022. He served as our President and Chief Operating Officer from October 2020 through February 2022. From August 2014 to October 2020, he served as Executive Vice President \u2013 Merchandising, and from October 2006 through July 2014, he served as Senior Vice President \u2013 Retail Finance, Pricing Analytics, and Assortment Planning. Mr. Decker joined The Home Depot in 2000 and held various strategic planning roles, including serving as Vice President \u2013 Strategic Business Development from November 2002 to April 2006 and Senior Vice President \u2013 Strategic Business and Asset Development from April 2006 to September 2006. Prior to joining the Company, Mr. Decker held various positions in strategic planning, business development, finance, and treasury at Kimberly-Clark Corp. and Scott Paper Co., both of which are consumer products companies."}
-{"_id": "HD20231358", "title": "HD Table of Contents", "text": "TIMOTHY A. HOURIGAN, age 67, has been Executive Vice President \u2013 Human Resources since June 2017. From February 2016 through June 2017, he served as Division President of the Southern Division. Prior to his role as Division President, Mr. Hourigan served in various human resources roles with the Company, including Vice President \u2013 Human Resources, U.S. Stores and Operations from September 2013 to February 2016; Vice President \u2013 Compensation and Benefits from February 2007 to September 2013; and Vice President \u2013 Human Resources from July 2002 to February 2007."}
-{"_id": "HD20231359", "title": "HD Table of Contents", "text": "RICHARD V. McPHAIL, age 53, has been Executive Vice President and Chief Financial Officer since September 2019. From August 2017 through August 2019, he served as Senior Vice President, Finance Control and Administration of the Company, and was responsible for enterprise financial reporting and operations, financial planning and analysis, treasury, payments, tax, and international financial operations. From August 2014 to September 2017, he served as Senior Vice President, Finance, with responsibility for U.S. Retail finance, strategic and financial planning, and business development activity. Mr. McPhail served as Senior Vice President, Global FP&A, Strategy, and New Business Development, from March 2013 to August 2014; Vice President, Strategic Business Development, from January 2007 to March 2013; and director of Strategic Business Development from May 2005 to January 2007. Prior to joining the Company in 2005, Mr. McPhail served as executive vice president of corporate finance for Marconi Corporation plc in London, England. Prior to Marconi, Mr. McPhail held positions with Wachovia Securities and Arthur Andersen."}
-{"_id": "HD20231360", "title": "HD Table of Contents", "text": "HECTOR PADILLA, age 49, has been Executive Vice President \u2013 U.S. Stores and Operations since November 2023. He previously served as Executive Vice President \u2013 Outside Sales & Services from May 2021 to October 2023, Division President of the Southern Division from June 2017 to May 2021, and Senior Vice President \u2013 Operations from November 2014 to June 2017. Mr. Padilla began his career with The Home Depot in 1994 as a store associate and has held roles of increasing responsibility since he joined the Company, serving in various management roles with oversight of field operations and services."}
-{"_id": "HD20231361", "title": "HD Table of Contents", "text": "TERESA WYNN ROSEBOROUGH, age 65, has been Executive Vice President, General Counsel and Corporate Secretary since November 2011. From April 2006 through November 2011, Ms. Roseborough served in several legal positions with MetLife, Inc., a provider of insurance and other financial services, including Senior Chief Counsel \u2013 Compliance & Litigation and most recently as Deputy General Counsel. Prior to joining MetLife, Ms. Roseborough was a partner with the law firm Sutherland Asbill & Brennan LLP from February 1996 through March 2006 and a Deputy Assistant Attorney General in the Office of Legal Counsel of the United States Department of Justice from January 1994 through February 1996. Ms. Roseborough serves as a director of The Hartford Financial Services Group, Inc., an investment and insurance company."}
-{"_id": "HD20231362", "title": "HD Table of Contents", "text": "FAHIM SIDDIQUI, age 57, has been Executive Vice President and Chief Information Officer since April 2022. He previously served as Senior Vice President of Information Technology from December 2018 to April 2022. Before joining The Home Depot, Mr. Siddiqui served as Senior Vice President and Chief Information Officer \u2013 eCommerce and Digital at Staples Inc. from May 2017 through November 2018. Prior to that role, he served in various technology, product and engineering leadership roles in the retail, energy and telecom sectors."}
-{"_id": "HD20231364", "title": "HD Executive Compensation", "text": "The information required by this item is incorporated by reference to the sections entitled \u201cExecutive Compensation,\u201d \u201cDirector Compensation,\u201d and \u201cLeadership Development and Compensation Committee Report\u201d in our Proxy Statement; provided that the section entitled \u201cExecutive Compensation \u2013 Pay Versus Performance\u201d in our Proxy Statement is not incorporated herein by reference."}
-{"_id": "HD20231365", "title": "HD Executive Compensation", "text": "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters"}
-{"_id": "HD20231366", "title": "HD Executive Compensation", "text": "The information required by this item is incorporated by reference to the sections entitled \u201cBeneficial Ownership of Common Stock\u201d and \u201cExecutive Compensation \u2013 Equity Compensation Plan Information\u201d in our Proxy Statement."}
-{"_id": "HD20231368", "title": "HD Certain Relationships and Related Transactions, and Director Independence", "text": "The information required by this item is incorporated by reference to the section entitled \u201cCorporate Governance\u201d in our Proxy Statement."}
-{"_id": "HD20231370", "title": "HD Principal Accountant Fees and Services", "text": "The information required by this item is incorporated by reference to the section entitled \u201cIndependent Registered Public Accounting Firm\u2019s Fees\u201d in our Proxy Statement."}
-{"_id": "HD20231375", "title": "HD Exhibit and Financial Statement Schedules", "text": "The following documents are filed as part of this report: 1. Financial Statements"}
-{"_id": "HD20231383", "title": "HD Exhibit and Financial Statement Schedules", "text": "The following financial statements are set forth in Item 8 hereof: \u2022Report of Independent Registered Public Accounting Firm (KPMG LLP, Atlanta, GA, Auditor Firm ID: 185); \u2022Consolidated Balance Sheets as of January 28, 2024 and January 29, 2023; \u2022Consolidated Statements of Earnings for fiscal 2023, fiscal 2022, and fiscal 2021; \u2022Consolidated Statements of Comprehensive Income for fiscal 2023, fiscal 2022, and fiscal 2021; \u2022Consolidated Statements of Stockholders\u2019 Equity for fiscal 2023, fiscal 2022, and fiscal 2021; \u2022Consolidated Statements of Cash Flows for fiscal 2023, fiscal 2022, and fiscal 2021; and \u2022Notes to Consolidated Financial Statements."}
-{"_id": "HD20231385", "title": "HD 2. Financial Statement Schedules", "text": "All schedules are omitted, as the required information is inapplicable or the information is presented in our consolidated financial statements or related notes."}
-{"_id": "HD20231403", "title": "HD 3. Exhibits", "text": "Exhibits not filed or furnished herewith are incorporated by reference to exhibits previously filed with the SEC, as reflected in the table below. Our Current, Quarterly, and Annual Reports are filed with the SEC under File No. 1-8207. Our Registration Statements have the file numbers noted wherever such statements are identified in the following list of exhibits. We will furnish a copy of any exhibit to shareholders without charge upon written request to Investor Relations, The Home Depot, Inc., 2455 Paces Ferry Road, Atlanta, Georgia 30339, via the internet at http://ir.homedepot.com, or by calling Investor Relations at (770) 384-2871. Exhibit##Description##Reference 3.1##Amended and Restated Certificate of Incorporation of The Home Depot, Inc.##Form 10-Q for the fiscal quarter ended July 31, 2011, Exhibit 3.1 3.2##By-Laws of The Home Depot, Inc. (Amended and Restated Effective February 23, 2023)##Form 8-K filed February 28, 2023, Exhibit 3.2 4.1##Indenture, dated as of May 4, 2005, between The Home Depot, Inc. and The Bank of New York Mellon Trust Company, N.A. (fka The Bank of New York Trust Company, N.A.), as Trustee##Form S-3 (File No. 333-124699) filed May 6, 2005, Exhibit 4.1 4.2##Indenture, dated as of August 24, 2012, between The Home Depot, Inc. and Deutsche Bank Trust Company Americas, as Trustee##Form S-3 (File No. 333-183621) filed August 29, 2012, Exhibit 4.3 4.3##Form of 5.875% Senior Note due December 16, 2036##Form 8-K filed December 19, 2006, Exhibit 4.3 4.4##Form of 5.40% Senior Note due September 15, 2040##Form 8-K filed September 10, 2010, Exhibit 4.2 4.5##Form of 5.95% Senior Note due April 1, 2041##Form 8-K filed March 31, 2011, Exhibit 4.2 4.6##Form of 2.700% Senior Note due April 1, 2023##Form 8-K filed April 5, 2013, Exhibit 4.2 4.7##Form of 4.200% Senior Note due April 1, 2043##Form 8-K filed April 5, 2013, Exhibit 4.3 4.8##Form of 3.750% Senior Note due February 15, 2024##Form 8-K filed September 10, 2013, Exhibit 4.3 4.9##Form of 4.875% Senior Note due February 15, 2044##Form 8-K filed September 10, 2013, Exhibit 4.4 4.10##Form of 4.40% Senior Note due March 15, 2045##Form 8-K filed June 12, 2014, Exhibit 4.3 4.11##Form of 4.250% Senior Note due April 1, 2046##Form 8-K filed June 2, 2015, Exhibit 4.3 4.12##Form of 3.35% Note due September 15, 2025##Form 8-K filed September 15, 2015, Exhibit 4.3 4.13##Form of 3.000% Senior Note due April 1, 2026##Form 8-K filed February 12, 2016, Exhibit 4.3"}
-{"_id": "HD20231444", "title": "HD Table of Contents", "text": " Exhibit####Description##Reference 4.14####Form of 4.250% Senior Note due April 1, 2046##Form 8-K filed February 12, 2016, Exhibit 4.4 4.15####Form of 2.125% Note due September 15, 2026##Form 8-K filed September 15, 2016, Exhibit 4.2 4.16####Form of 3.500% Note due September 15, 2056##Form 8-K filed September 15, 2016, Exhibit 4.3 4.17####Form of 3.900% Note due June 15, 2047##Form 8-K filed June 5, 2017, Exhibit 4.4 4.18####Form of 2.800% Note due September 14, 2027##Form 8-K filed September 14, 2017, Exhibit 4.2 4.19####Form of 3.900% Note due December 6, 2028##Form 8-K filed December 6, 2018, Exhibit 4.4 4.20####Form of 4.500% Note due December 6, 2048##Form 8-K filed December 6, 2018, Exhibit 4.5 4.21####Form of 2.950% Note due June 15, 2029##Form 8-K filed June 17, 2019, Exhibit 4.2 4.22####Form of 3.900% Note due June 15, 2047##Form 8-K filed June 17, 2019, Exhibit 4.3 4.23####Form of 2.950% Note due June 15, 2029##Form 8-K filed January 13, 2020, Exhibit 4.2 4.24####Form of 3.125% Note due December 15, 2049##Form 8-K filed January 13, 2020, Exhibit 4.3 4.25####Form of 2.500% Note due April 15, 2027##Form 8-K filed March 30, 2020, Exhibit 4.2 4.26####Form of 2.700% Note due April 15, 2030##Form 8-K filed March 30, 2020, Exhibit 4.3 4.27####Form of 3.300% Note due April 15, 2040##Form 8-K filed March 30, 2020, Exhibit 4.4 4.28####Form of 3.350% Note due April 15, 2050##Form 8-K filed March 30, 2020, Exhibit 4.5 4.29####Form of 0.900% Note due March 15, 2028##Form 8-K filed January 7, 2021, Exhibit 4.2 4.30####Form of 1.375% Note due March 15, 2031##Form 8-K filed January 7, 2021, Exhibit 4.3 4.31####Form of 2.375% Note due March 15, 2051##Form 8-K filed January 7, 2021, Exhibit 4.4 4.32####Form of 1.500% Note due September 15, 2028##Form 8-K filed September 21, 2021, Exhibit 4.2 4.33####Form of 1.875% Note due September 15, 2031##Form 8-K filed September 21, 2021, Exhibit 4.3 4.34####Form of 2.750% Note due September 15, 2051##Form 8-K filed September 21, 2021, Exhibit 4.4 4.35####Form of 2.700% Note due April 15, 2025##Form 8-K filed March 28, 2022, Exhibit 4.2 4.36####Form of 2.875% Note due April 15, 2027##Form 8-K filed March 28, 2022, Exhibit 4.3 4.37####Form of 3.250% Note due April 15, 2032##Form 8-K filed March 28, 2022, Exhibit 4.4 4.38####Form of 3.625% Note due April 15, 2052##Form 8-K filed March 28, 2022, Exhibit 4.5 4.39####Form of 4.000% Note due September 15, 2025##Form 8-K filed September 19, 2022, Exhibit 4.2 4.40####Form of 4.500% Note due September 15, 2032##Form 8-K filed September 19, 2022, Exhibit 4.3 4.41####Form of 4.950% Note due September 15, 2052##Form 8-K filed September 19, 2022, Exhibit 4.4 4.42####Form of 5.125% Note due April 30, 2025##Form 8-K filed December 4, 2023, Exhibit 4.2 4.43####Form of 4.950% Note due September 30, 2026##Form 8-K filed December 4, 2023, Exhibit 4.3 4.45####Form of 4.900% Note due April 15, 2029##Form 8-K filed December 4, 2023, Exhibit 4.4 4.46####Description of Securities##Form 10-K for the fiscal year ended February 2, 2020, Exhibit 4.33 10.1##\u2020##The Home Depot, Inc. 1997 Omnibus Stock Incentive Plan##Form 10-Q for the fiscal quarter ended August 4, 2002, Exhibit 10.1 10.2##\u2020##Form of Executive Employment Death Benefit Agreement##Form 10-K for the fiscal year ended February 3, 2013, Exhibit 10.2 10.3##\u2020##The Home Depot Deferred Compensation Plan for Officers (As Amended and Restated Effective January 1, 2008)##Form 8-K filed August 20, 2007, Exhibit 10.1 10.4##\u2020##Amendment No. 1 to The Home Depot Deferred Compensation Plan for Officers (As Amended and Restated Effective January 1, 2008)##Form 10-K for the fiscal year ended January 31, 2010, Exhibit 10.4 10.5##\u2020##Amendment No. 2 to The Home Depot Deferred Compensation Plan for Officers (As Amended and Restated Effective January 1, 2008)##Form 10-K for the fiscal year ended January 31, 2021, Exhibit 10.5 10.6##\u2020##The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022##Form 10-Q for the fiscal quarter ended July 31, 2022, Exhibit 10.1"}
-{"_id": "HD20231464", "title": "HD Table of Contents", "text": " Exhibit####Description##Reference 10.7##\u2020##The Home Depot FutureBuilder Restoration Plan##Form 8-K filed August 20, 2007, Exhibit 10.2 10.8##\u2020##Amendment No.1 to The Home Depot FutureBuilder Restoration Plan##Form 10-K for the fiscal year ended February 2, 2014, Exhibit 10.8 10.9##\u2020##HD Supply Restoration Plan##Form 10-K for the fiscal year ended January 29, 2023, Exhibit 10.9 10.10##\u2020##The Home Depot, Inc. Nonemployee Directors\u2019 Deferred Stock Compensation Plan##Form 8-K filed August 20, 2007, Exhibit 10.3 10.11##\u2020##The Home Depot Amended and Restated Management Incentive Plan (effective January 31, 2022)##Form 8-K filed May 24, 2022, Exhibit 10.1 10.12##\u2020##The Home Depot, Inc. Amended and Restated Employee Stock Purchase Plan, as amended and restated effective July 1, 2012##Form 10-Q for the fiscal quarter ended April 29, 2012, Exhibit 10.1 10.13##\u2020##Form of Executive Officer Restricted Stock Award Pursuant to The Home Depot, Inc. 1997 Omnibus Stock Incentive Plan##Form 10-Q for the fiscal quarter ended October 31, 2004, Exhibit 10.1 10.14##\u2020##Form of Deferred Share Award (Nonemployee Director) Pursuant to The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan##Form 8-K filed November 15, 2007, Exhibit 10.1 10.15##\u2020##Form of Executive Officer Equity Award Terms and Conditions Agreement Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive Plan##Form 8-K filed March 6, 2013, Exhibit 10.1 10.16##\u2020##Form of Executive Officer Equity Award Agreement (Nonqualified Stock Option) Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive Plan##Form 8-K filed March 8, 2016, Exhibit 10.1 10.17##\u2020##Form of Deferred Share Award (Nonemployee Director) Pursuant to The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan##Form 10-K for the fiscal year ended January 29, 2017, Exhibit 10.21 10.18##\u2020##Form of Executive Officer Equity Award Agreement (Nonqualified Stock Option) Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive Plan##Form 8-K filed February 28, 2018, Exhibit 10.3 10.19##\u2020##Form of Executive Officer Equity Award Agreement (Performance-Based Restricted Stock) Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive Plan##Form 8-K filed March 4, 2019, Exhibit 10.2 10.20##\u2020##Form of Executive Officer Equity Award Agreement (Nonqualified Stock Option) Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive Plan##Form 8-K filed March 4, 2019, Exhibit 10.3 10.21##\u2020##Form of Executive Officer Equity Award Agreement Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive Plan##Form 8-K filed March 2, 2020, Exhibit 10.1 10.22##\u2020##Form of Executive Officer Restricted Stock and Stock Option Award Agreement Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive Plan##Form 10-Q for the fiscal quarter ended November 1, 2020, Exhibit 10.4 10.23##\u2020##Form of Executive Officer Equity Award Agreement Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive Plan##Form 8-K filed March 1, 2021, Exhibit 10.1"}
-{"_id": "HD20231485", "title": "HD Table of Contents", "text": " Exhibit####Description##Reference 10.24##\u2020##Form of Executive Officer Equity Award Agreement (Performance Shares, Performance-Based Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022##Form 8-K filed May 24, 2022, Exhibit 10.2 10.25##\u2020##Form of Executive Officer Equity Award Agreement (Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022##Form 8-K filed May 24, 2022, Exhibit 10.3 10.26##\u2020##Form of Executive Officer Equity Award Agreement (Performance Shares, Performance-Based Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022##Form 8-K filed February 28, 2023, Exhibit 10.1 10.27##\u2020##Form of Executive Officer Equity Award Agreement (Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022##Form 8-K filed February 28, 2023, Exhibit 10.2 10.29##\u2020##Form of Nonemployee Director Deferred Share Award Agreement Pursuant to The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022##Form 8-K filed May 24, 2022, Exhibit 10.4 10.30##\u2020##Employment Arrangement between Edward P. Decker and The Home Depot, Inc., dated February 24, 2022##Form 10-Q for the fiscal quarter ended May 1, 2022, Exhibit 10.1 10.31##\u2020##Employment Arrangement between Richard V. McPhail and The Home Depot, Inc., dated October 1, 2020##Form 10-Q for the fiscal quarter ended November 1, 2020, Exhibit 10.1 10.34##\u2020##Employment Arrangement between Ann-Marie Campbell and The Home Depot, Inc., dated October 25, 2023##Form 10-Q for the fiscal quarter ended October 29, 2023, Exhibit 10.1 10.35##\u2020##Separation Agreement between Jeffrey G. Kinnaird and The Home Depot, Inc., dated April 17, 2023##Form 10-Q for the fiscal quarter ended April 30, 2023, Exhibit 10.3 10.36##\u2020##Employment Arrangement between Matthew A. Carey and The Home Depot, Inc., dated April 19, 2022##Form 10-Q for the fiscal quarter ended May 1, 2022, Exhibit 10.3 10.37##\u2020*##Employment Arrangement between Teresa Wynn Roseborough and The Home Depot, Inc., dated September 28, 2011## 21##*##List of Subsidiaries of the Company## 23##*##Consent of Independent Registered Public Accounting Firm## 31.1##*##Certification of the Chair, President and Chief Executive Officer pursuant to Rule 13a-14(a)## 31.2##*##Certification of Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(a)## 32.1##\u2021##Certification of the Chair, President and Chief Executive Officer furnished pursuant Section 906 of the Sarbanes-Oxley Act of 2002## 32.2##\u2021##Certification of Executive Vice President and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002## 97##*##The Home Depot, Inc. Executive Compensation Clawback Policy##"}
-{"_id": "HD20231495", "title": "HD Table of Contents", "text": " Exhibit####Description##Reference 101.INS##*##XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document## 101.SCH##*##XBRL Taxonomy Extension Schema Document## 101.CAL##*##XBRL Taxonomy Extension Calculation Linkbase Document## 101.DEF##*##XBRL Taxonomy Extension Definition Linkbase Document## 101.LAB##*##XBRL Taxonomy Extension Label Linkbase Document## 101.PRE##*##XBRL Taxonomy Extension Presentation Linkbase Document## 104####Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)##"}
-{"_id": "HD20231499", "title": "HD * Filed herewith", "text": "\u2021 Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of the SEC\u2019s Regulation S-K"}
-{"_id": "HD20231501", "title": "HD Form 10-K Summary", "text": "None."}
-{"_id": "HD20231509", "title": "HD SIGNATURES", "text": "Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ##THE HOME DEPOT, INC. (Registrant)#### By:######/s/ EDWARD P. DECKER ######Edward P. Decker, Chair, President and Chief Executive Officer Date:####March 13, 2024##"}
-{"_id": "HD20231541", "title": "HD SIGNATURES", "text": "Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of March 13, 2024. Signature##Title /s/ EDWARD P. DECKER##Chair, President and Chief Executive Officer (Principal Executive Officer) Edward P. Decker## /s/ RICHARD V. MCPHAIL##Executive Vice President and Chief Financial Officer (Principal Financial Officer) Richard V. McPhail## /s/ KIMBERLY R. SCARDINO##Senior Vice President \u2014 Finance, Chief Accounting Officer and Controller (Principal Accounting Officer) Kimberly R. Scardino## /s/ GERARD J. ARPEY##Director Gerard J. Arpey## /s/ ARI BOUSBIB##Director Ari Bousbib## /s/ JEFFERY H. BOYD##Director Jeffery H. Boyd## /s/ GREGORY D. BRENNEMAN##Director Gregory D. Brenneman## /s/ J. FRANK BROWN##Director J. Frank Brown## /s/ ALBERT P. CAREY##Director Albert P. Carey## /s/ LINDA R. GOODEN##Director Linda R. Gooden## /s/ WAYNE M. HEWETT##Director Wayne M. Hewett## /s/ MANUEL KADRE##Director Manuel Kadre## /s/ STEPHANIE C. LINNARTZ##Director Stephanie C. Linnartz## /s/ PAULA A. SANTILLI##Director Paula A. Santilli## /s/ CARYN SEIDMAN-BECKER##Director Caryn Seidman-Becker##"}
-{"_id": "HD20231541", "title": "HD Fiscal 2023 Form 10-K 75", "text": ""}
-{"_id": "JNJ20230005", "title": "JNJ General", "text": "Johnson & Johnson and its subsidiaries (the Company) have approximately 131,900 employees worldwide engaged in the research and development, manufacture and sale of a broad range of products in the healthcare field. Johnson & Johnson is a holding company, with operating companies conducting business in virtually all countries of the world. The Company\u2019s primary focus is products related to human health and well-being. Johnson & Johnson was incorporated in the State of New Jersey in 1887."}
-{"_id": "JNJ20230006", "title": "JNJ General", "text": "The Executive Committee of Johnson & Johnson is the principal management group responsible for the strategic operations and allocation of the resources of the Company. This Committee oversees and coordinates the activities of the Company's two business segments: Innovative Medicine (previously referred to as Pharmaceutical) and MedTech. Within the strategic parameters provided by the Committee, senior management groups at U.S. and international operating companies are each responsible for their own strategic plans and the day-to-day operations of those companies. Each subsidiary within the business segments is, with limited exceptions, managed by residents of the country where located."}
-{"_id": "JNJ20230008", "title": "JNJ Segments of business", "text": "Following the completion of the separation of the Consumer Health business (Kenvue) in August 2023, the Company is now organized into two business segments: Innovative Medicine and MedTech. Additional information required by this item is incorporated herein by reference to the narrative and tabular descriptions of segments and operating results under: Item 7. Management\u2019s discussion and analysis of results of operations and financial condition of this Report; and Note 17 Segments of business and geographic areas of the notes to consolidated financial statements included in Item 8 of this Report."}
-{"_id": "JNJ20230010", "title": "JNJ Innovative Medicine", "text": "The Innovative Medicine segment is focused on the following therapeutic areas: Immunology (e.g., rheumatoid arthritis, psoriatic arthritis, inflammatory bowel disease and psoriasis), Infectious Diseases (e.g., HIV/AIDS), Neuroscience (e.g., mood disorders, neurodegenerative disorders and schizophrenia), Oncology (e.g., prostate cancer, hematologic malignancies, lung cancer and bladder cancer), Cardiovascular and Metabolism (e.g., thrombosis, diabetes and macular degeneration) and Pulmonary Hypertension (e.g., Pulmonary Arterial Hypertension). Medicines in this segment are distributed directly to retailers, wholesalers, distributors, hospitals and healthcare professionals for prescription use. Key products in the Innovative Medicine segment include: REMICADE (infliximab), a treatment for a number of immune-mediated inflammatory diseases; SIMPONI (golimumab), a subcutaneous treatment for adults with moderate to severe rheumatoid arthritis, active psoriatic arthritis, active ankylosing spondylitis and moderately active to severely active ulcerative colitis; SIMPONI ARIA (golimumab), an intravenous treatment for adults with moderate to severe rheumatoid arthritis, active psoriatic arthritis and active ankylosing spondylitis and active polyarticular juvenile idiopathic arthritis (pJIA) in people 2 years of age and older; STELARA (ustekinumab), a treatment for adults and children with moderate to severe plaque psoriasis, for adults with active psoriatic arthritis, for adults with moderately to severely active Crohn's disease and treatment of moderately to severely active ulcerative colitis; TREMFYA (guselkumab), a treatment for adults with moderate to severe plaque psoriasis and active psoriatic arthritis; EDURANT (rilpivirine), PREZISTA (darunavir) and PREZCOBIX/REZOLSTA (darunavir/cobicistat), antiretroviral medicines for the treatment of human immunodeficiency virus (HIV) in combination with other antiretroviral products and SYMTUZA (darunavir/cobicistat/emtricitabine/tenofovir alafenamide), a once-daily single tablet regimen for the treatment of HIV; CONCERTA (methylphenidate HCl) extended-release tablets CII, a treatment for attention deficit hyperactivity disorder; INVEGA SUSTENNA/XEPLION (paliperidone palmitate), for the treatment of schizophrenia and schizoaffective disorder in adults; INVEGA TRINZA/TREVICTA (paliperidone palmitate), for the treatment of schizophrenia in patients after they have been adequately treated with INVEGA SUSTENNA for at least four months; SPRAVATO (Esketamine), a nasal spray, used along with an oral antidepressant, to treat adults with treatment-resistant depression (TRD) and depressive symptoms in adults with major depressive disorder (MDD) with suicidal thoughts or actions; CARVYKTI (ciltacabtagene autoleucel), a chimeric antigen receptor (CAR)-T-cell therapy for the treatment of patients with relapsed/refractory multiple myeloma; ZYTIGA (abiraterone"}
-{"_id": "JNJ20230012", "title": "JNJ 2023 Annual Report 1", "text": "acetate), a treatment for patients with prostate cancer; ERLEADA (apalutamide), a next-generation androgen receptor inhibitor for the treatment of patients with prostate cancer; IMBRUVICA (ibrutinib), a treatment for certain B-cell malignancies, or blood cancers and chronic graft versus host disease; DARZALEX (daratumumab), a treatment for multiple myeloma; DARZALEX FASPRO (daratumumab and hyaluronidase-fihj), a treatment for multiple myeloma and light chain (AL) Amyloidosis; XARELTO (rivaroxaban), an oral anticoagulant for the prevention of deep vein thrombosis (DVT), which may lead to pulmonary embolism (PE) in patients undergoing hip or knee replacement surgery, to reduce the risk of stroke and systemic embolism in patients with nonvalvular atrial fibrillation, and for the treatment and reduction of risk of recurrence of DVT and PE to reduce the risk of major cardiovascular events in patients with coronary artery disease (CAD) and peripheral artery disease (PAD), for the treatment and secondary prevention of thromboembolism in pediatric patients, and for thromboprophylaxis in pediatric patients following the Fontan procedure; OPSUMIT (macitentan) as monotherapy or in combination, indicated for the long-term treatment of pulmonary arterial hypertension (PAH); UPTRAVI (selexipag), the only approved oral and intravenous, selective IP receptor agonist targeting a prostacyclin pathway in PAH. Many of these medicines were developed in collaboration with strategic partners or are licensed from other companies and maintain active lifecycle development programs."}
-{"_id": "JNJ20230014", "title": "JNJ MedTech", "text": "The MedTech segment includes a broad portfolio of products used in the Interventional Solutions, Orthopaedics, Surgery and Vision categories. Interventional Solutions include electrophysiology products (Biosense Webster) to treat heart rhythm disorders, the heart recovery portfolio (Abiomed) which includes technologies to treat severe coronary artery disease requiring high-risk PCI or AMI cardiogenic shock, and Neurovascular care (Cerenovus) that treats hemorrhagic and ischemic stroke. The Orthopaedics portfolio (DePuy Synthes) includes products and enabling technologies that support Hips, Knees, Trauma, and Spine, Sports & Other. The Surgery portfolios include advanced and general surgery technologies (Ethicon), as well as solutions that focus on breast aesthetics (Mentor), and Ear, Nose and Throat (Acclarent) procedures. Johnson & Johnson Vision products include ACUVUE Brand contact lenses and TECNIS intraocular lenses for cataract surgery. These products are distributed to wholesalers, hospitals and retailers, and used predominantly in the professional fields by physicians, nurses, hospitals, eye care professionals and clinics."}
-{"_id": "JNJ20230016", "title": "JNJ Geographic areas", "text": "Johnson & Johnson and its subsidiaries (the Company) have approximately 131,900 employees worldwide engaged in the research and development, manufacture and sale of a broad range of products in the healthcare field. The Company conducts business in virtually all countries of the world with the primary focus on products related to human health and well-being."}
-{"_id": "JNJ20230017", "title": "JNJ Geographic areas", "text": "The products made and sold in the international business include many of those described above under Segments of Business \u2013 Innovative Medicine and MedTech. However, the principal markets, products and methods of distribution in the international business vary with the country and the culture. The products sold in international business include those developed in the U.S. and by subsidiaries abroad."}
-{"_id": "JNJ20230018", "title": "JNJ Geographic areas", "text": "Investments and activities in some countries outside the U.S. are subject to higher risks than comparable U.S. activities because the investment and commercial climate may be influenced by financial instability in international economies, restrictive economic policies and political and legal system uncertainties."}
-{"_id": "JNJ20230020", "title": "JNJ Raw materials", "text": "Raw materials essential to the Company's business are generally readily available from multiple sources. Where there are exceptions, the temporary unavailability of those raw materials would not likely have a material adverse effect on the financial results of the Company."}
-{"_id": "JNJ20230023", "title": "JNJ Patents", "text": "The Company's subsidiaries have made a practice of obtaining patent protection on their products and processes where possible. They own, or are licensed under, a significant number of patents in the U.S. and other countries relating to their products, product uses, formulations and manufacturing processes, which in the aggregate are believed to be of material importance to the Company in the operation of its businesses. The Company\u2019s subsidiaries face patent challenges from third parties, including challenges seeking to manufacture and market generic and biosimilar versions of the Company's key"}
-{"_id": "JNJ20230024", "title": "JNJ Patents", "text": "pharmaceutical products prior to expiration of the applicable patents covering those products. Significant legal proceedings and claims involving the Company's patent and other intellectual property are described in Note 19 Legal proceedings\u2014Intellectual property of the Notes to Consolidated Financial Statements included in Item 8 of this Report."}
-{"_id": "JNJ20230025", "title": "JNJ Patents", "text": "Sales of the Company\u2019s largest product, STELARA (ustekinumab) accounted for approximately 12.8% of the Company's total revenues for fiscal 2023. Accordingly, the patents related to this product are believed to be material to the Company. Janssen Biotech, Inc., a wholly-owned subsidiary of Johnson & Johnson, owns patents specifically related to STELARA. The latest expiring United States composition of matter patent expired in 2023. As a result of settlements and other agreements with third parties, the Company does not anticipate the launch of a biosimilar version of STELARA before January 1, 2025 in the United States. The latest expiring European composition of matter patent (Supplementary Protection Certificate) expires in 2024."}
-{"_id": "JNJ20230026", "title": "JNJ Patents", "text": "Sales of the Company\u2019s second largest product, collectively DARZALEX (daratumumab) and DARZALEX FASPRO (daratumumab and hyaluronidase-fihj), accounted for approximately 11.4% of the Company's total revenues for fiscal 2023. Accordingly, the patents related to this product are believed to be material to the Company. Genmab A/S owns two patent families related to DARZALEX, and Janssen Biotech, Inc. has an exclusive license to those patent families. The two patent families both expire in the United States in 2029, and in Europe, compound patent protection in select countries extends to 2031/2032. Janssen Biotech, Inc. owns a separate patent portfolio related to DARZALEX FASPRO."}
-{"_id": "JNJ20230028", "title": "JNJ Trademarks", "text": "The Company\u2019s subsidiaries have made a practice of selling their products under trademarks and of obtaining protection for these trademarks by all available means. These trademarks are protected by registration in the U.S. and other countries where such products are marketed. The Company considers these trademarks in the aggregate to be of material importance in the operation of its businesses."}
-{"_id": "JNJ20230030", "title": "JNJ Seasonality", "text": "Worldwide sales do not reflect any significant degree of seasonality; however, spending has typically been heavier in the fourth quarter of each year than in other quarters. This reflects increased spending decisions, principally for research and development activity."}
-{"_id": "JNJ20230032", "title": "JNJ Competition", "text": "In all of their product lines, the Company's subsidiaries compete with companies both locally and globally. Competition exists in all product lines without regard to the number and size of the competing companies involved. Competition in research, both internally and externally sourced, involving the development and the improvement of new and existing products and processes, is particularly significant. The development of new and innovative products, as well as protecting the underlying intellectual property of the Company\u2019s product portfolio, is important to the Company's success in all areas of its business. The competitive environment requires substantial investments in continuing research."}
-{"_id": "JNJ20230034", "title": "JNJ Environment", "text": "The Company is subject to a variety of environmental laws and regulations in the United States and other jurisdictions. The Company believes that its operations comply in all material respects with applicable environmental laws and regulations. The Company\u2019s compliance with these requirements is not expected to have a material effect upon its capital expenditures, cash flows, earnings or competitive position."}
-{"_id": "JNJ20230037", "title": "JNJ Regulation", "text": "The Company\u2019s businesses are subject to varying degrees of governmental regulation in the countries in which operations are conducted, and the general trend is toward increasingly stringent regulation and enforcement. The Company is subject to costly and complex U.S. and foreign laws and governmental regulations and any adverse regulatory action may materially adversely affect the Company's financial condition and business operations. In the U.S., the pharmaceutical product and medical technology industries have long been subject to regulation by various federal and state agencies, primarily as to product safety, efficacy, manufacturing, advertising, labeling and safety reporting. The exercise of broad regulatory powers by the U.S. Food and Drug Administration (the U.S. FDA) continues to result in increases in the amounts of testing and documentation required for U.S. FDA approval of new drugs and devices and a corresponding increase in the expense of product introduction. Similar trends are also evident in major markets outside of the U.S."}
-{"_id": "JNJ20230038", "title": "JNJ Regulation", "text": "The new medical device regulatory framework and the evolving privacy, data localization, and emerging cyber security laws and regulations around the world are examples of such increased regulation. Within the U.S., an increasing number of U.S. States have enacted comprehensive privacy laws and federal regulators (e.g., the U.S. FDA, FTC and HHS) continue to stress the intersection of health and privacy as a compliance and enforcement priority. In the EU, multiple directives and laws (including NIS2, EHDS, the Data Act, the Cyber Resilience Act, and the AI Act) are rapidly changing privacy and cybersecurity compliance requirements while introducing new enforcement risks. In addition, China has introduced broad personal information protection and data security regulations, with more anticipated, thereby increasing China\u2019s scrutiny of company compliance and data transfer practices. With other jurisdictions enacting similar privacy laws, local data protection authorities will force greater accountability on the collection, access and use of personal data in the healthcare industry. These laws can also restrict transfers of data across borders, potentially impacting how data-driven health care solutions are developed and deployed globally in a compliant manner. Moreover, as a result of the broad scale release and availability of Artificial Intelligence (AI) technologies such as generative AI, a global trend towards more comprehensive and nuanced regulation (e.g., White House\u2019s Executive Order on the Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence; the EU AI Act) to ensure the ethical use, privacy, and security of AI is underway that includes standards for transparency, accountability, and fairness, which will require compliance developments or enhancements."}
-{"_id": "JNJ20230039", "title": "JNJ Regulation", "text": "The regulatory agencies under whose purview the Company operates have administrative powers that may subject it to actions such as product withdrawals, recalls, seizure of products and other civil and criminal sanctions. In some cases, the Company\u2019s subsidiaries may deem it advisable to initiate product recalls regardless of whether it has been required or directed to."}
-{"_id": "JNJ20230040", "title": "JNJ Regulation", "text": "The U.S. FDA and regulatory agencies around the globe are also increasing their enforcement activities. If the U.S. FDA were to conclude that we are not in compliance with applicable laws or regulations, or that any of our pharmaceutical products or medical technologies are ineffective or pose an unreasonable health risk, the U.S. FDA could ban such products, detain or seize adulterated or misbranded products, order a recall, repair, replacement, or refund of such products, refuse to grant pending applications for marketing authorization or require certificates of foreign governments for exports, and/or require us to notify health professionals and others that the products present unreasonable risks of substantial harm to the public health. The U.S. FDA may also assess civil or criminal penalties against us, our officers or employees and impose operating restrictions on a company-wide basis, or enjoin and/or restrain certain conduct resulting in violations of applicable law. The U.S. FDA may also recommend prosecution to the U.S. Department of Justice. Any adverse regulatory action, depending on its magnitude, may restrict us from effectively marketing and selling our products and limit our ability to obtain future clearances or approvals, and could result in a substantial modification to our business practices and operations. Equivalent enforcement mechanisms exist in different countries in which we conduct business."}
-{"_id": "JNJ20230041", "title": "JNJ Regulation", "text": "The costs of human healthcare have been and continue to be a subject of study, investigation and regulation by governmental agencies and legislative bodies around the world. In the U.S., attention has been focused by states, regulatory agencies and Congress on prices, profits, overutilization and the quality and costs of healthcare generally. Laws and regulations have been enacted to require adherence to strict compliance standards and prevent fraud and abuse in the healthcare industry. There is increased focus on interactions and financial relationships between healthcare companies and healthcare providers. Various state and federal transparency laws and regulations require disclosures of payments and other transfers of value made to certain healthcare practitioners, including physicians, teaching hospitals, and certain non-physician practitioners. Federal and foreign laws governing international business practices require strict compliance with anti-bribery standards and certain prohibitions with respect to payments to any foreign government official. Payors and Pharmacy Benefit Managers (PBMs) are a potent force in the marketplace, and increased attention is being paid to the impact of PBM practices on healthcare cost and access in the U.S."}
-{"_id": "JNJ20230043", "title": "JNJ Regulation", "text": "Our business has been and continues to be affected by federal and state legislation that alters the pricing, coverage, and reimbursement landscape. At the federal level, in August 2022, President Biden signed into law the Inflation Reduction Act"}
-{"_id": "JNJ20230044", "title": "JNJ Regulation", "text": "(IRA), which includes provisions that effectively authorize the government to establish prices for certain high-spend single-source drugs and biologics reimbursed by the Medicare program, starting in 2026 for Medicare Part D drugs and 2028 for Medicare Part B drugs. On August 29, 2023, the Centers for Medicare & Medicaid Services (\u201cCMS\u201d) published the first \u201cSelected Drug\u201d list, which includes XARELTO and STELARA as well as IMBRUVICA, which is developed in collaboration and co-commercialized in the U.S. with Pharmacyclics LLC, an AbbVie company. The Selected Drug list also included other medicines targeting disease states that are prevalent in the Medicare population. There remains uncertainty, however, regarding how the federal government will establish prices for the selected products, as the IRA specifies a ceiling price but not a minimum price. In any event, we anticipate that the selected products will be subjected to a government-established price for the Medicare population."}
-{"_id": "JNJ20230045", "title": "JNJ Regulation", "text": "The IRA also contains provisions that impose rebates if certain prices increase at a rate that outpaces the rate of inflation, beginning October 1, 2022, for Medicare Part D drugs and January 1, 2023, for Medicare Part B drugs. Separate IRA provisions redesign the Medicare Part D benefit in various ways, including by shifting a greater portion of costs to manufacturers within certain coverage phases and replacing the Part D coverage gap discount program with a new manufacturer discounting program. Failure to comply with IRA provisions may subject manufacturers to various penalties, including civil monetary penalties."}
-{"_id": "JNJ20230046", "title": "JNJ Regulation", "text": "In July 2023, Janssen Pharmaceuticals, Inc. (Janssen) filed litigation against the U.S. Department of Health and Human Services as well as the Centers for Medicare and Medicaid Services challenging the constitutionality of the Inflation Reduction Act\u2019s (IRA) Medicare Drug Price Negotiation Program. The litigation requests a declaration that the IRA violates Janssen\u2019s rights under the First Amendment and the Fifth Amendment to the Constitution and therefore that Janssen is not subject to the IRA\u2019s mandatory pricing scheme. The impact of the IRA on our business and the broader pharmaceutical industry remains uncertain, as litigation filed by Janssen and other pharmaceutical companies remains ongoing and CMS has yet to publicly announce the maximum fair price for each of the selected drugs."}
-{"_id": "JNJ20230047", "title": "JNJ Regulation", "text": "Additionally, we expect continued scrutiny on drug pricing and government price reporting from Congress, agencies, and other bodies at the federal and state levels, which may result in additional regulations or other mechanisms to increase pricing transparency and controls."}
-{"_id": "JNJ20230048", "title": "JNJ Regulation", "text": "There are a number of additional bills pending in Congress and healthcare reform proposals at the state level that would affect drug pricing, including in the Medicare and Medicaid programs. This changing legal landscape has both positive and negative impacts on the U.S. healthcare industry with much remaining uncertain as to how various provisions of federal and state law, and potential modification or repeal of these laws, will ultimately affect the industry. The IRA and any other federal or state legislative change could affect the pricing and market conditions for our products."}
-{"_id": "JNJ20230049", "title": "JNJ Regulation", "text": "In addition, business practices in the healthcare industry have come under increased scrutiny, particularly in the U.S., by government agencies and state attorneys general, and resulting investigations and prosecutions carry the risk of significant civil and criminal penalties. Of note is the increased enforcement activity by data protection authorities in various jurisdictions, particularly in the European Union, where significant fines have been levied on companies for data breaches, violations of privacy requirements, and unlawful cross-border data transfers. In the U.S., the Federal Trade Commission has stepped up enforcement of data privacy with several significant settlements (including settlements concerning the downstream sharing of personal information and use and disclosure of personal health data) and there have been a material increase in class-action lawsuits linked to the collection and use of biometric data and use of tracking technologies."}
-{"_id": "JNJ20230050", "title": "JNJ Regulation", "text": "Further, the Company relies on global supply chains, and production and distribution processes, that are complex, and subject to increasing regulatory requirements that may affect sourcing, supply and pricing of materials used in the Company's products. These processes also are subject to complex and lengthy regulatory approvals."}
-{"_id": "JNJ20230056", "title": "JNJ Employees and human capital management", "text": "As of December 31, 2023, the number of employees was approximately: Employees1 134,400 Full-time equivalent (FTE) positions2 131,900"}
-{"_id": "JNJ20230057", "title": "JNJ Employees and human capital management", "text": "1\u201cEmployee\u201d is defined as an individual working full-time or part-time, excluding fixed term employees, interns and co-op employees. Employee data may not include full population from more recently acquired companies and individuals on long-term disability are excluded. Contingent workers, contractors and subcontractors are also excluded."}
-{"_id": "JNJ20230058", "title": "JNJ Employees and human capital management", "text": "2FTE represents the total number of full-time equivalent positions and does not reflect the total number of individual employees as some work part-time."}
-{"_id": "JNJ20230065", "title": "JNJ Strategy", "text": "The Company believes that its employees are critical to its continued success and are an essential element of its long-term strategy. Management is responsible for ensuring that its policies and processes reflect and reinforce the Company's desired corporate culture, including policies and processes related to strategy, risk management, and ethics and compliance. The Company\u2019s human capital management strategy is built on three fundamental focus areas: \u2022Attracting and recruiting the best talent \u2022Developing and retaining talent \u2022Empowering and inspiring talent"}
-{"_id": "JNJ20230066", "title": "JNJ Strategy", "text": "Underpinning these focus areas are ongoing efforts to cultivate and foster a culture built on diversity, equity and inclusion (DEI), innovation, health, well-being and safety, where the Company's employees are encouraged to succeed both professionally and personally while helping the Company achieve its business goals."}
-{"_id": "JNJ20230068", "title": "JNJ Culture and employee engagement", "text": "At the Company, employees are guided by Our Credo which sets forth the Company's responsibilities to patients, consumers, customers, healthcare professionals, employees, communities and shareholders. Employees worldwide must adhere to the Company\u2019s Code of Business Conduct which sets basic requirements and serves as a foundation for the Company policies, procedures and guidelines, all of which provide additional guidance on expected employee behaviors in every market where it operates. The Company conducts global surveys that offer its employees the ability to provide feedback and valuable insight to help address potential human resources risks and identify opportunities to improve. In 2023, 94% of global employees across 76 countries participated in Our Credo Survey which was offered in 36 languages."}
-{"_id": "JNJ20230070", "title": "JNJ Growth and development", "text": "To lead in the changing healthcare landscape, it is crucial that the Company continue to attract and retain top talent. In 2023, the Company's voluntary turnover rate was 7%. The Company believes that its employees must be equipped with the right knowledge and skills and be provided with opportunities to grow and develop in their careers. Accordingly, professional development programs and educational resources are available to all employees. The Company's objective is to foster a learning culture that helps shape each person\u2019s unique career path while creating a robust pipeline of talent to deliver on the Company\u2019s long-term strategies. In furtherance of this objective, the Company deploys a global approach to ensure development is for everyone, regardless of where they are on their career journey. To prioritize learning, the Company recently held Johnson & Johnson's first Global Learning Day. Employees were encouraged to set aside a full day to explore skill-building courses across five areas: leadership, business skills, digital upskilling, DEI, and well-being, on J&J Learn, the Company's new learning platform."}
-{"_id": "JNJ20230076", "title": "JNJ Diversity, equity, and inclusion (DEI)", "text": "The Company is committed to workplace diversity and to cultivating, fostering, and advancing a culture of equity and inclusion. The Company\u2019s evidenced-based global enterprise Diversity, Equity and Inclusion strategy recognizes how DEI accelerates the Company's ability to meet the changing needs of the communities the Company serves in, as outlined in Our Credo. The Company\u2019s DEI Vision is: Be yourself, change the world. The Company's DEI Mission is: Make diversity, equity and inclusion how we work everyday. The Company's enterprise DEI Strategy is aligned to the DEI Vision and Mission and rests on four core pillars: \u2022Build a workforce of individuals with diverse backgrounds, cultures, abilities and perspectives \u2022Foster a culture of inclusion where every individual belongs \u2022Transform talent and business processes to achieve equitable opportunities for all \u2022Drive innovation and growth with our business to serve diverse markets around the world"}
-{"_id": "JNJ20230077", "title": "JNJ Diversity, equity, and inclusion (DEI)", "text": "The Company's DEI strategy is guided by internal and external insights, global best practices and continual employee feedback and recognizes that while diversity changes by location, inclusion is the same everywhere."}
-{"_id": "JNJ20230080", "title": "JNJ Compensation and benefits", "text": "As part of the Company's total rewards philosophy, the Company offers competitive compensation and benefits to attract and retain top talent. The Company is committed to fairness and equitable treatment in its compensation and benefits for employees at all levels. The Company observes legal minimum wage provisions and exceeds them where possible. The Company's total rewards offerings include an array of programs to support its employees' well-being, including annual performance incentive opportunities, pension and retirement savings programs, health and welfare benefits, paid time off, leave programs, flexible work schedules and employee assistance programs. In recognition of the Company\u2019s commitment to help employees balance their personal and professional responsibilities, the Company enhanced its caregiver, bereavement, and volunteer paid leave benefits, effective July 2023."}
-{"_id": "JNJ20230082", "title": "JNJ Health, wellness and safety", "text": "The Company\u2019s investment in employee health, well-being and safety is built on its conviction that advancing health for humanity starts with advancing the health of its employees. With the right awareness, focus, practices and tools, the Company ensures that all its employees around the world, as well as temporary contractors and visitors to the Company's sites, can work safely. The Company has continuously expanded health and well-being programs throughout the Company and across the globe, incorporating new thinking and technologies to keep its offerings best-in-class and to help employees achieve their personal health goals. The programs and practices the Company advances for total health\u2014physical, mental, emotional and financial\u2014ensure employee health protection for emerging health risks. The Company continues to address our employees needs through J&J Flex, a hybrid model that empowers the Company\u2019s office-based employees to find the right productivity and balance of in-person and remote work."}
-{"_id": "JNJ20230084", "title": "JNJ Available information", "text": "The Company\u2019s main corporate website address is www.jnj.com. The Company makes its SEC filings available on the Company\u2019s website at www.investor.jnj.com/financials/sec-filings, as soon as reasonably practicable after having been electronically filed or furnished to the SEC. The Company's SEC filings are also available at the SEC\u2019s website at www.sec.gov."}
-{"_id": "JNJ20230085", "title": "JNJ Available information", "text": "Investors and the public should note that the Company also announces information at www.factsaboutourprescriptionopioids.com, www.factsabouttalc.com and www.LLTManagementInformation.com. We use these websites to communicate with investors and the public about our products, litigation and other matters. It is possible that the information we post to these websites could be deemed to be material information. Therefore, we encourage investors and others interested in the Company to review the information posted to these websites in conjunction with www.jnj.com, the Company's SEC filings, press releases, public conference calls and webcasts."}
-{"_id": "JNJ20230087", "title": "JNJ Available information", "text": "In addition, the Amended and Restated Certificate of Incorporation, By-Laws, the written charters of the Audit Committee, the Compensation & Benefits Committee, the Nominating & Corporate Governance Committee, the Regulatory Compliance & Sustainability Committee, the Science & Technology Committee and any special committee of the Board of Directors and the Company\u2019s Principles of Corporate Governance, Code of Business Conduct (for employees), Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers, and other corporate governance materials, are available at www.investor.jnj.com/governance/corporate-governance-overview on the Company's website and will be provided without charge to any shareholder submitting a written request, as provided above. The information on www.jnj.com, www.factsaboutourprescriptionopioids.com, www.factsabouttalc.com and www.LLTManagementInformation.com is not, and will not be deemed, a part of this Report or incorporated into any other filings the Company makes with the SEC."}
-{"_id": "JNJ20230089", "title": "JNJ Risk factors", "text": "An investment in the Company\u2019s common stock or debt securities involves risks and uncertainties. The Company seeks to identify, manage and mitigate risks to our business, but uncertainties and risks are difficult to predict and many are outside of the Company\u2019s control and cannot therefore be eliminated. In addition to the other information in this report and the Company\u2019s other filings with the SEC, investors should consider carefully the factors set forth below. Investors should be aware that it is not possible to predict or identify all such factors and that the following is not meant to be a complete discussion of all potential risks or uncertainties. If known or unknown risks or uncertainties materialize, the Company\u2019s business, results of operations or financial condition could be adversely affected, potentially in a material way."}
-{"_id": "JNJ20230091", "title": "JNJ Risks related to our business, industry and operations", "text": "The Company\u2019s businesses operate in highly competitive product markets and competitive pressures could adversely affect the Company\u2019s earnings."}
-{"_id": "JNJ20230092", "title": "JNJ Risks related to our business, industry and operations", "text": "The Company faces substantial competition in its two operating segments and in all geographic markets. The Company\u2019s businesses compete with companies of all sizes on the basis of cost-effectiveness, technological innovations, intellectual property rights, product performance, real or perceived product advantages, pricing and availability and rate of reimbursement. The Company also competes with other market participants in securing rights to acquisitions, collaborations and licensing agreements with third parties. Competition for rights to product candidates and technologies may result in significant investment and acquisition costs and onerous agreement terms for the Company. Competitors\u2019 development of more effective or less costly products, and/or their ability to secure patent and other intellectual property rights and successfully market products ahead of the Company, could negatively impact sales of the Company\u2019s existing products as well as its ability to bring new products to market despite significant prior investment in the related product development. The Company may also experience operational and financial risk in connection with acquisitions if we are unable to fully identify potential risks and liabilities associated with acquired businesses or products, successfully integrate operations and employees, and successfully identify and realize synergies with existing businesses while containing acquisition-related strain on our management, operations and financial resources."}
-{"_id": "JNJ20230093", "title": "JNJ Risks related to our business, industry and operations", "text": "For the Company\u2019s Innovative Medicine businesses, loss of patent exclusivity for a product often is followed by a substantial reduction in sales as competitors gain regulatory approval for generic and other competing products and enter the market. Similar competition can be triggered by the loss of exclusivity for a biological product. For the Company\u2019s MedTech businesses, technological innovation, product quality, reputation and customer service are especially important to competitiveness. Development by other companies of new or improved products, processes and technologies could threaten to make the Company\u2019s products or technologies less desirable, less economical or obsolete. The Company\u2019s business and operations will be negatively impacted if we are unable to introduce new products or technological advances that are safe, more effective, more effectively marketed or otherwise outperform those of our competitors."}
-{"_id": "JNJ20230094", "title": "JNJ Risks related to our business, industry and operations", "text": "Interruptions and delays in manufacturing operations could adversely affect the Company\u2019s business, sales and reputation."}
-{"_id": "JNJ20230095", "title": "JNJ Risks related to our business, industry and operations", "text": "The Company\u2019s manufacturing of products requires the timely delivery of sufficient amounts of complex, high-quality components and materials. The Company\u2019s subsidiaries operate 61 manufacturing facilities as well as sourcing from thousands of suppliers around the world. The Company has in the past, and may in the future, face unanticipated interruptions and delays in manufacturing through its internal or external supply chain. Manufacturing disruptions can occur for many reasons including regulatory action, production quality deviations or safety issues, labor disputes, labor shortages, site-specific incidents (such as fires), natural disasters such as hurricanes and other severe weather events, raw material shortages, political unrest, terrorist attacks and epidemics or pandemics. Such delays and difficulties in manufacturing can result in product shortages, declines in sales and reputational impact as well as significant remediation and related costs associated with addressing the shortage."}
-{"_id": "JNJ20230096", "title": "JNJ Risks related to our business, industry and operations", "text": "The Company relies on third parties to manufacture and supply certain of our products. Any failure by or loss of a third-party manufacturer or supplier could result in delays and increased costs, which may adversely affect our business."}
-{"_id": "JNJ20230097", "title": "JNJ Risks related to our business, industry and operations", "text": "The Company relies on third parties to manufacture and supply certain of our raw materials, component parts and products. We depend on these third-party manufacturers to allocate to us a portion of their manufacturing capacity sufficient to meet our needs, to produce products of acceptable quality and at acceptable manufacturing yields and to deliver those products to us on a timely basis and at acceptable prices. However, we cannot guarantee that these third-party manufacturers will be able to meet our near-term or long-term manufacturing requirements, which could result in lost sales and have an adverse effect on our business."}
-{"_id": "JNJ20230099", "title": "JNJ 2023 Annual Report 9", "text": "Other risks associated with our reliance on third parties to manufacture these products include reliance on the third party for regulatory compliance and quality assurance, misappropriation of the Company\u2019s intellectual property, limited ability to manage our inventory, possible breach of the manufacturing agreement by the third party and the possible termination or nonrenewal of the manufacturing agreement by the third party at a time that is costly or inconvenient for us. Moreover, if any of our third-party manufacturers suffers any damage to facilities, loses benefits under material agreements, experiences power outages, encounters financial difficulties, is unable to secure necessary raw materials from its suppliers or suffers any other reduction in efficiency, the Company may experience significant business disruption. In the event of any such disruption, the Company would need to seek and source other qualified third-party manufacturers, likely resulting in further delays and increased costs which could affect our business adversely."}
-{"_id": "JNJ20230100", "title": "JNJ 2023 Annual Report 9", "text": "Counterfeit versions of our products could harm our patients and have a negative impact on our revenues, earnings, reputation and business."}
-{"_id": "JNJ20230101", "title": "JNJ 2023 Annual Report 9", "text": "Our industry continues to be challenged by the vulnerability of distribution channels to illegal counterfeiting and the presence of counterfeit products in a growing number of markets and over the Internet. Third parties may illegally distribute and sell counterfeit versions of our products, which do not meet our rigorous manufacturing and testing standards. To distributors and patients, counterfeit products may be visually indistinguishable from the authentic version. Counterfeit medicines pose a risk to patient health and safety because of the conditions under which they are manufactured \u2013 often in unregulated, unlicensed, uninspected and unsanitary sites \u2013 as well as the lack of regulation of their contents."}
-{"_id": "JNJ20230102", "title": "JNJ 2023 Annual Report 9", "text": "The industry\u2019s failure to mitigate the threat of counterfeit medicines could adversely impact our business and reputation by impacting patient confidence in our authentic products, potentially resulting in lost sales, product recalls, and an increased threat of litigation. In addition, diversion of our products from their authorized market into other channels may result in reduced revenues and negatively affect our profitability."}
-{"_id": "JNJ20230103", "title": "JNJ 2023 Annual Report 9", "text": "Global health crises, pandemics, epidemics, or other outbreaks could adversely disrupt or impact certain aspects of the Company\u2019s business, results of operations and financial condition."}
-{"_id": "JNJ20230104", "title": "JNJ 2023 Annual Report 9", "text": "We are subject to risks associated with global health crises, epidemics, pandemics and other outbreaks (such incident(s), a health crisis or health crises). For example, the COVID-19 pandemic adversely impacted certain aspects of the Company\u2019s business, results of operations and financial condition, including lower sales and reduced customer demand and usage of certain of our products. The spread of any health crises may cause the Company to modify its business practices, and take further actions as may be required by government authorities or as the Company determines are in the best interests of our patients, customers, employees and business partners under such circumstances. While the Company has robust business continuity plans in place across our global supply chain network designed to help mitigate the impact of health crises, these efforts may not completely prevent our business from being adversely affected in the event of a health crisis. Health crises could adversely impact the Company\u2019s operations, including, among other things, our manufacturing operations, supply chain, third-party suppliers, sales and marketing, and clinical trial operations. Any of these factors could adversely affect the Company\u2019s business, financial results, and global economic conditions generally."}
-{"_id": "JNJ20230106", "title": "JNJ Risks related to government regulation and legal proceedings", "text": "Global sales in the Company\u2019s Innovative Medicine and MedTech segments may be negatively impacted by healthcare reforms and increasing pricing pressures."}
-{"_id": "JNJ20230108", "title": "JNJ Risks related to government regulation and legal proceedings", "text": "Sales of the Company\u2019s Innovative Medicine and MedTech products are significantly affected by reimbursements by third-party payors such as government healthcare programs, private insurance plans and managed care organizations. As part of various efforts to contain healthcare costs, these payors are putting downward pressure on prices at which products will be reimbursed. In the U.S., increased purchasing power of entities that negotiate on behalf of Medicare, Medicaid, and private sector beneficiaries, in part due to continued consolidation among healthcare providers, could result in further pricing pressures. In addition, recent legislation and ongoing political scrutiny on pricing, coverage and reimbursement could result in additional pricing pressures. Specifically, the Inflation Reduction Act of 2022 (IRA) may subject certain products to government-established pricing, potentially impose rebates, and subject manufacturers who fail to adhere to the government's interpretations of the law to penalties. Further, increased third-party utilization of the 340B Federal Drug Discount Program from expanded interpretations of the statute may have a negative impact on the Company's financial performance. Outside the U.S., numerous major markets, including the EU, United Kingdom, Japan and China, have pervasive government involvement in funding healthcare and, in that regard, directly or indirectly impose price controls, limit access to, or reimbursement for, the Company\u2019s products, or reduce the value of its intellectual property protection."}
-{"_id": "JNJ20230109", "title": "JNJ Risks related to government regulation and legal proceedings", "text": "We are subject to an increasing number of costly and complex governmental regulations in the countries in which operations are conducted which may materially adversely affect the Company\u2019s financial condition and business operations."}
-{"_id": "JNJ20230110", "title": "JNJ Risks related to government regulation and legal proceedings", "text": "As described in Item 1. Business, the Company is subject to an increasing number of extensive government laws and regulations, investigations and legal action by national, state and local government agencies in the U.S. and other countries in which it operates. For example, changes to the U.S. FDA\u2019s timing or requirements for approval or clearance of our products may have a negative impact on our ability to bring new products to market. New laws and regulations may also impose deadlines on the Company, or its third-party suppliers, manufacturers or other partners and providers, for which there may be insufficient time to implement changes to comply with such new regulations and may result in manufacturing delays or other supply chain constraints. If the Company is unable to identify ways to mitigate these delays or constraints, there may be an adverse effect on sales and access to our products."}
-{"_id": "JNJ20230111", "title": "JNJ Risks related to government regulation and legal proceedings", "text": "The Company is subject to significant legal proceedings that can result in significant expenses, fines and reputational damage."}
-{"_id": "JNJ20230112", "title": "JNJ Risks related to government regulation and legal proceedings", "text": "In the ordinary course of business, Johnson & Johnson and its subsidiaries are subject to numerous claims and lawsuits involving various issues such as product liability, patent disputes and claims that their product sales, marketing and pricing practices violate various antitrust, unfair trade practices and/or consumer protection laws. The Company\u2019s more significant legal proceedings are described in Note 19 Legal proceedings under Notes to the Consolidated Financial Statements included in Item 8 of this Report. Litigation, in general, and securities, derivative action, class action and multi-district litigation, in particular, can be expensive and disruptive. Some of these matters may include thousands of plaintiffs, may involve parties seeking large and/or indeterminate amounts, including punitive or exemplary damages, and may remain unresolved for several years. For example, the Company is a defendant in numerous lawsuits arising out of the use of body powders containing talc, primarily JOHNSON\u2019S Baby Powder, and the Company\u2019s sale, manufacturing and marketing of opioids. While the Company believes it has substantial defenses in these matters, it is not feasible to predict the ultimate outcome of litigation. The Company could in the future be required to pay significant amounts as a result of settlements or judgments in these matters, potentially in excess of accruals, including matters where the Company could be held jointly and severally liable among other defendants. The resolution of, or increase in accruals for, one or more of these matters in any reporting period could have a material adverse effect on the Company\u2019s results of operations and cash flows for that period. The Company does not purchase third-party product liability insurance; however, the Company utilizes a wholly owned captive insurance company subject to certain limits."}
-{"_id": "JNJ20230113", "title": "JNJ Risks related to government regulation and legal proceedings", "text": "Product reliability, safety and effectiveness concerns can have significant negative impacts on sales and results of operations, lead to litigation and cause reputational damage."}
-{"_id": "JNJ20230114", "title": "JNJ Risks related to government regulation and legal proceedings", "text": "Concerns about product safety, whether raised internally or by litigants, regulators or consumer advocates, and whether or not based on scientific evidence, can result in safety alerts, product recalls, governmental investigations, regulatory action on the part of the U.S. FDA (or its counterpart in other countries), private claims and lawsuits, payment of fines and settlements, declining sales and reputational damage. These circumstances can also result in damage to brand image, brand equity and consumer trust in the Company\u2019s products. Product recalls have in the past, and could in the future, prompt government investigations and inspections, the shutdown of manufacturing facilities, continued product shortages and related sales declines, significant remediation costs, reputational damage, possible civil penalties and criminal prosecution."}
-{"_id": "JNJ20230115", "title": "JNJ Risks related to government regulation and legal proceedings", "text": "The Company faces significant regulatory scrutiny, which imposes significant compliance costs and exposes the Company to government investigations, legal actions and penalties."}
-{"_id": "JNJ20230116", "title": "JNJ Risks related to government regulation and legal proceedings", "text": "The rapid increase in new government laws and regulations imposes significant compliance costs to the Company and a failure of the Company to timely implement changes to comply with these new laws may expose the Company to investigations, legal actions or penalties. Regulatory issues regarding compliance with current Good Manufacturing Practices (cGMP) (and comparable quality regulations in foreign countries) by manufacturers of drugs and devices can lead to fines and penalties, product recalls, product shortages, interruptions in production, delays in new product approvals and litigation. In addition, the marketing, pricing and sale of the Company\u2019s products are subject to regulation, investigations and legal actions including under the Federal Food, Drug, and Cosmetic Act, the Medicaid Rebate Program, federal and state false claims acts, state unfair trade practices acts and consumer protection laws. Scrutiny of healthcare industry business practices by government agencies and state attorneys general in the U.S., and any resulting investigations and prosecutions, carry risk of significant civil and criminal penalties including, but not limited to, debarment from participation in government healthcare programs. Any such debarment could have a material adverse effect on the Company\u2019s business and results of operations. The most significant current investigations and litigation brought by government agencies are described in Note 19 Legal proceedings\u2014Government proceedings under Notes to the Consolidated Financial Statements included in Item 8 of this Report."}
-{"_id": "JNJ20230118", "title": "JNJ 2023 Annual Report 11", "text": "Changes in tax laws or exposures to additional tax liabilities could negatively impact the Company\u2019s operating results."}
-{"_id": "JNJ20230119", "title": "JNJ 2023 Annual Report 11", "text": "Changes in tax laws or regulations around the world, including in the U.S. and as led by the Organization for Economic Cooperation and Development, such as the recent enactment by certain EU and non-EU countries, and the anticipated enactment by additional countries, of a global minimum tax, could negatively impact the Company\u2019s effective tax rate and results of operations. A change in statutory tax rate or certain international tax provisions in any country would result in the revaluation of the Company\u2019s deferred tax assets and liabilities related to that particular jurisdiction in the period in which the new tax law is enacted. This change would result in an expense or benefit recorded to the Company\u2019s Consolidated Statement of Earnings. The Company closely monitors these proposals as they arise in the countries where it operates. Changes to tax laws or regulations may occur at any time, and any related expense or benefit recorded may be material to the fiscal quarter and year in which the law change is enacted."}
-{"_id": "JNJ20230120", "title": "JNJ 2023 Annual Report 11", "text": "See Note 8 Income taxes under Notes to the Consolidated Financial Statements included in Item 8 of this Report for additional information."}
-{"_id": "JNJ20230121", "title": "JNJ 2023 Annual Report 11", "text": "The Company conducts business and files tax returns in numerous countries and is addressing tax audits and disputes with many tax authorities. In connection with various government initiatives, companies are required to disclose more information to tax authorities on operations around the world, which may lead to greater audit scrutiny of profits earned in other countries. The Company regularly assesses the likely outcomes of its tax audits and disputes to determine the appropriateness of its tax reserves. However, any tax authority could take a position on tax treatment that is contrary to the Company\u2019s expectations, which could result in tax liabilities in excess of reserves."}
-{"_id": "JNJ20230123", "title": "JNJ Risks related to our intellectual property", "text": "The Company faces increased challenges to intellectual property rights central to its business."}
-{"_id": "JNJ20230124", "title": "JNJ Risks related to our intellectual property", "text": "The Company owns or licenses a significant number of patents and other proprietary rights relating to its products and manufacturing processes. These rights are essential to the Company\u2019s businesses and materially important to the Company\u2019s results of operations. Public policy, both within and outside the U.S., has become increasingly unfavorable toward intellectual property rights. The Company cannot be certain that it will obtain adequate patent protection for new products and technologies in the United States and other important markets or that such protections, once granted, will last as long as originally anticipated."}
-{"_id": "JNJ20230125", "title": "JNJ Risks related to our intellectual property", "text": "Competitors routinely challenge the validity or extent of the Company\u2019s owned or licensed patents and proprietary rights through litigation, interferences, oppositions and other proceedings, such as inter partes review (IPR) proceedings before the United States Patent & Trademark Office (USPTO). These proceedings absorb resources and can be protracted as well as unpredictable. In addition, challenges that the Company\u2019s products infringe the patents of third parties could result in an injunction and/or the need to pay past damages and future royalties and adversely affect the competitive position and sales of the products in question."}
-{"_id": "JNJ20230126", "title": "JNJ Risks related to our intellectual property", "text": "The Company has faced increasing patent challenges from third parties seeking to manufacture and market generic and biosimilar versions of the Company\u2019s key pharmaceutical products prior to expiration of the applicable patents covering those products. In the U.S., manufacturers of generic versions of innovative human pharmaceutical products may challenge the validity, or claim non-infringement, of innovator products through the Abbreviated New Drug Application, or ANDA, process with the U.S. FDA and related ANDA litigation. The Biologics Price Competition and Innovation Act (BPCIA), enacted in 2010, which created a new regulatory pathway for the approval by the U.S. FDA of biosimilar alternatives to innovator-developed biological products, also created mechanisms for biosimilar applicants to challenge the patents on the innovator biologics. The IPR process with the USPTO is also being used by competitors to challenge patents asserted in litigation."}
-{"_id": "JNJ20230128", "title": "JNJ Risks related to our intellectual property", "text": "In the event the Company is not successful in defending its patents against such challenges, or upon the \u201cat-risk\u201d launch by the generic or biosimilar firm of its product, the Company can lose a major portion of revenues for the referenced product in a very short period of time. Current legal proceedings involving the Company\u2019s patents and other intellectual property rights are described in Note 19 Legal proceedings\u2014Intellectual property under Notes to the Consolidated Financial Statements included in Item 8 of this Report."}
-{"_id": "JNJ20230130", "title": "JNJ Risks related to product development, regulatory approval and commercialization", "text": "Significant challenges or delays in the Company\u2019s innovation, development and implementation of new products, technologies and indications could have an adverse impact on the Company\u2019s long-term success."}
-{"_id": "JNJ20230131", "title": "JNJ Risks related to product development, regulatory approval and commercialization", "text": "The Company\u2019s continued growth and success depends on its ability to innovate and develop new and differentiated products and services that address the evolving healthcare needs of patients, providers and consumers. Development of successful products and technologies is also necessary to offset revenue losses when the Company\u2019s existing products lose market share due to various factors such as competition and loss of patent exclusivity. New products introduced within the past five years accounted for approximately 25% of 2023 sales. The Company cannot be certain when or whether it will be able to develop, license or otherwise acquire companies, products and technologies, whether particular product candidates will be granted regulatory approval, and, if approved, whether the products will be commercially successful."}
-{"_id": "JNJ20230132", "title": "JNJ Risks related to product development, regulatory approval and commercialization", "text": "The Company pursues product development through internal research and development as well as through collaborations, acquisitions, joint ventures and licensing or other arrangements with third parties. In all of these contexts, developing new products, particularly pharmaceutical and biotechnology products and medical devices, requires significant investment of resources over many years. Only a very few biopharmaceutical research and development programs result in commercially viable products. The process depends on many factors including the ability to: discern patients\u2019 and healthcare providers\u2019 future needs; develop promising new compounds, strategies and technologies; achieve successful clinical trial results; secure effective intellectual property protection; obtain regulatory approvals on a timely basis; and, if and when they reach the market, successfully differentiate the Company\u2019s products from competing products and approaches to treatment. New products or enhancements to existing products may not be accepted quickly or significantly in the marketplace due to product and price competition, changes in customer preferences or healthcare purchasing patterns, resistance by healthcare providers or uncertainty over third-party reimbursement. Even following initial regulatory approval, the success of a product can be adversely impacted by safety and efficacy findings in larger real-world patient populations, as well as market entry of competitive products."}
-{"_id": "JNJ20230133", "title": "JNJ Risks related to product development, regulatory approval and commercialization", "text": "The Company leverages the use of data science, machine learning and other forms of AI and emerging technologies across varying parts of its business and operations, and the introduction and incorporation of AI may result in unintended consequences or other new or expanded risks and liabilities. AI technology is continuously evolving, and the AI technologies we develop and adopt may become obsolete earlier than planned. Our investments in these technologies may not result in the benefits we anticipate or enable us to obtain or maintain a competitive advantage. The application of machine learning and AI in our business is emerging and evolving alongside new laws and regulations that may entail significant costs or ultimately limit our ability to continue the use of these technologies. These technologies also carry inherent risks related to data privacy and security further described below."}
-{"_id": "JNJ20230135", "title": "JNJ Risks related to financial and economic market conditions", "text": "The Company faces a variety of financial, economic, legal, social and political risks associated with conducting business internationally."}
-{"_id": "JNJ20230136", "title": "JNJ Risks related to financial and economic market conditions", "text": "The Company\u2019s extensive operations and business activity throughout the world are accompanied by certain financial, economic, legal, social and political risks, including those listed below."}
-{"_id": "JNJ20230137", "title": "JNJ Risks related to financial and economic market conditions", "text": "Foreign currency exchange: In fiscal 2023, approximately 45% of the Company\u2019s sales occurred outside of the U.S., with approximately 24% in Europe, 5% in the Western Hemisphere, excluding the U.S., and 16% in the Asia-Pacific and Africa region. Changes in non-U.S. currencies relative to the U.S. dollar impact the Company\u2019s revenues and expenses. While the Company uses financial instruments to mitigate the impact of fluctuations in currency exchange rates on its cash flows, unhedged exposures continue to be subject to currency fluctuations. In addition, the weakening or strengthening of the U.S. dollar may result in significant favorable or unfavorable translation effects when the operating results of the Company\u2019s non-U.S. business activity are translated into U.S. dollars."}
-{"_id": "JNJ20230138", "title": "JNJ Risks related to financial and economic market conditions", "text": "Inflation and currency devaluation risks: The Company faces challenges in maintaining profitability of operations in economies experiencing high inflation rates. Specifically, the Company has accounted for operations in Argentina, Turkey and Venezuela as highly inflationary, as the prior three-year cumulative inflation rate surpassed 100%. While the Company strives to maintain profit margins in these areas through cost reduction programs, productivity improvements and periodic price increases, it might experience operating losses as a result of continued inflation. In addition, the impact of currency devaluations in"}
-{"_id": "JNJ20230140", "title": "JNJ 2023 Annual Report 13", "text": "countries experiencing high inflation rates or significant currency exchange fluctuations could negatively impact the Company\u2019s operating results."}
-{"_id": "JNJ20230141", "title": "JNJ 2023 Annual Report 13", "text": "Illegal importation of pharmaceutical products: The illegal importation of pharmaceutical products from countries where government price controls or other market dynamics result in lower prices may adversely affect the Company\u2019s sales and profitability in the U.S. and other countries in which the Company operates. With the exception of limited quantities of prescription drugs for personal use, foreign imports of pharmaceutical products are illegal under current U.S. law. However, the volume of illegal imports continues to rise as the ability of patients and other customers to obtain the lower-priced imports has grown significantly."}
-{"_id": "JNJ20230142", "title": "JNJ 2023 Annual Report 13", "text": "Anti-bribery and other regulations: The Company is subject to various federal and foreign laws that govern its international business practices with respect to payments to government officials. Those laws include the U.S. Foreign Corrupt Practices Act (FCPA), which prohibits U.S. publicly traded companies from promising, offering, or giving anything of value to foreign officials with the corrupt intent of influencing the foreign official for the purpose of helping the Company obtain or retain business or gain any improper advantage. The Company\u2019s business is heavily regulated and therefore involves significant interaction with foreign officials. Also, in many countries outside the U.S., the healthcare providers who prescribe human pharmaceuticals are employed by the government and the purchasers of human pharmaceuticals are government entities; therefore, the Company\u2019s interactions with these prescribers and purchasers are subject to regulation under the FCPA. In addition to the U.S. application and enforcement of the FCPA, various jurisdictions in which the Company operates have laws and regulations, including the U.K. Bribery Act 2010, aimed at preventing and penalizing corrupt and anticompetitive behavior. Enforcement activities under these laws could subject the Company to additional administrative and legal proceedings and actions, which could include claims for civil penalties, criminal sanctions, and administrative remedies, including exclusion from healthcare programs."}
-{"_id": "JNJ20230150", "title": "JNJ 2023 Annual Report 13", "text": "Other financial, economic, legal, social and political risks. Other risks inherent in conducting business globally include: \u2022local and regional economic environments and policies in the markets that we serve, including interest rates, monetary policy, inflation, economic growth, recession, commodity prices, and currency controls or other limitations on the ability to expatriate cash; \u2022protective economic policies taken by governments, such as trade protection measures, increased antitrust reporting requirements and enforcement activity, and import/export licensing requirements; \u2022compliance with local regulations and laws including, in some countries, regulatory requirements restricting the Company\u2019s ability to manufacture or sell its products in the relevant market; \u2022diminished protection of intellectual property and contractual rights in certain jurisdictions; \u2022potential nationalization or expropriation of the Company\u2019s foreign assets; \u2022political or social upheavals, economic instability, repression, or human rights issues; and \u2022geopolitical events, including natural disasters, disruptions to markets due to war, armed conflict, terrorism, epidemics or pandemics."}
-{"_id": "JNJ20230151", "title": "JNJ 2023 Annual Report 13", "text": "Due to the international nature of the Company's business, geopolitical or economic changes or events, including global tensions and war, could adversely affect our business, results of operations or financial condition."}
-{"_id": "JNJ20230153", "title": "JNJ 2023 Annual Report 13", "text": "As described above, the Company has extensive operations and business activity throughout the world. Global tensions, conflict and/or war among any of the countries in which we conduct business or distribute our products may result in foreign currency volatility, decreased demand for our products in affected countries, and challenges to our global supply chain related to increased costs of materials and other inputs for our products and suppliers. Most recently, we have experienced, and expect to continue to experience, impacts to the Company's business resulting from the Russia-Ukraine war, rising conflict in the Middle East as well as increasing tensions between the U.S. and China. In response to heightened conflict, such as the Russia-Ukraine war, governments may impose export controls and broad financial and economic sanctions. Our business and operations may be further impacted by the imposition of trade protection measures or other policies adopted by any country that favor domestic companies and technologies over foreign competitors. Additional sanctions or other measures may be imposed by the global community, including but not limited to limitations on our ability to file, prosecute and maintain patents, trademarks and other intellectual property rights. Furthermore, in some countries, such as in Russia, action may be taken that allows companies and individuals to exploit inventions owned by patent holders from the United States and many other countries without consent or compensation and we may not be able to prevent third parties from practicing the Company's inventions in Russia or from selling or importing products in and into Russia."}
-{"_id": "JNJ20230154", "title": "JNJ 2023 Annual Report 13", "text": "Weak financial performance, failure to maintain a satisfactory credit rating or disruptions in the financial markets could adversely affect our liquidity, capital position, borrowing costs and access to capital markets."}
-{"_id": "JNJ20230155", "title": "JNJ 2023 Annual Report 13", "text": "We currently maintain investment grade credit ratings with Moody\u2019s Investors Service and Standard & Poor\u2019s Ratings Services. Rating agencies routinely evaluate us, and their ratings of our long-term and short-term debt are based on a number of factors. Any downgrade of our credit ratings by a credit rating agency, whether as a result of our actions or factors which are beyond our control, can increase the cost of borrowing under any indebtedness we may incur, reduce market capacity for our commercial paper or require the posting of additional collateral under our derivative contracts. There can be no assurance that we will be able to maintain our credit ratings, and any additional actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under review for a downgrade, may have a negative impact on our liquidity, capital position and access to capital markets."}
-{"_id": "JNJ20230157", "title": "JNJ Other risks", "text": "Our business depends on our ability to recruit and retain talented, highly skilled employees and a diverse workforce."}
-{"_id": "JNJ20230158", "title": "JNJ Other risks", "text": "Our continued growth requires us to recruit and retain talented employees representing diverse backgrounds, experiences, and skill sets. The market for highly skilled workers and leaders in our industry is extremely competitive and our ability to compete depends on our ability to hire, develop and motivate highly skilled personnel in all areas of our organization. Maintaining our brand and reputation, as well as a diverse, equitable and inclusive work environment enables us to attract top talent. If we are less successful in our recruiting efforts, or if we cannot retain highly skilled workers and key leaders, our ability to develop and deliver successful products and services may be adversely affected. In addition, effective succession planning is important to our long-term success. Any unsuccessful implementation of our succession plans or failure to ensure effective transfer of knowledge and smooth transitions involving key employees could adversely affect our business, financial condition, or results of operations."}
-{"_id": "JNJ20230159", "title": "JNJ Other risks", "text": "Climate change or legal, regulatory or market measures to address climate change may negatively affect our business and results of operations."}
-{"_id": "JNJ20230160", "title": "JNJ Other risks", "text": "Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere could present risks to our operations, including an adverse impact on global temperatures, weather patterns and the frequency and severity of extreme weather and natural disasters. Natural disasters and extreme weather conditions, such as a hurricane, tornado, earthquake, wildfire or flooding, may pose physical risks to our facilities and disrupt the operation of our supply chain. The impacts of the changing climate on water resources may result in water scarcity, limiting our ability to access sufficient high-quality water in certain locations, which may increase operational costs."}
-{"_id": "JNJ20230161", "title": "JNJ Other risks", "text": "Concern over climate change may also result in new or additional legal or regulatory requirements designed to reduce greenhouse gas emissions and/or mitigate the effects of climate change on the environment. If such laws or regulations are more stringent than current legal or regulatory obligations, we may experience disruption in, or an increase in the costs associated with sourcing, manufacturing and distribution of our products, which may adversely affect our business, results of operations or financial condition. Further, the impacts of climate change have an influence on customer preferences, and failure to provide climate-friendly products could potentially result in loss of market share."}
-{"_id": "JNJ20230162", "title": "JNJ Other risks", "text": "An information security incident, including a cybersecurity breach, could have a negative impact on the Company\u2019s business or reputation."}
-{"_id": "JNJ20230163", "title": "JNJ Other risks", "text": "To meet business objectives, the Company relies on both internal information technology (IT) systems and networks, and those of third parties and their vendors, to process and store sensitive data, including confidential research, business plans, financial information, intellectual property, and personal data that may be subject to legal protection, and ensure the continuity of the Company\u2019s supply chain and operations. The extensive information security and cybersecurity threats, which affect companies globally, pose a risk to the security and availability of these systems and networks, including customer products that are connected to or rely on such systems and networks, and the confidentiality, integrity, and availability of the Company\u2019s sensitive data. The Company assesses these threats and makes investments to increase internal protection, detection, and response capabilities, as well as ensure the Company\u2019s third-party providers have required capabilities and controls, to address this risk. Because of the frequently changing attack techniques, along with the increased volume and sophistication of the attacks, there is the potential for the Company to be adversely impacted. This impact could result in reputational, competitive, operational or other business harm as well as financial costs and regulatory action. Also, increasing use of AI could increase these risks. The Company maintains cybersecurity insurance in the event of an information security or cyber incident; however, the coverage may not be sufficient to cover all financial, legal, business or reputational losses."}
-{"_id": "JNJ20230165", "title": "JNJ 2023 Annual Report 15", "text": "As a result of increased global tensions, the Company expects there will continue to be, an increased risk of information security or cybersecurity incidents, including cyberattacks perpetrated by adversaries of countries where the Company maintains operations. Given the potential sophistication of these attacks, the Company may not be able to address the threat of information security or cybersecurity incidents proactively or implement adequate preventative measures and we may not be able to detect and address any such disruption or security breach promptly, or at all, which could adversely affect our business, results of operations or financial condition. Moreover, these threats could also impact our third-party partners resulting in compromise of the Company's IT systems, networks and data which could negatively affect the Company."}
-{"_id": "JNJ20230166", "title": "JNJ 2023 Annual Report 15", "text": "A breach of privacy laws or unauthorized access, loss or misuse of personal data could have a negative impact on the Company\u2019s business or reputation."}
-{"_id": "JNJ20230167", "title": "JNJ 2023 Annual Report 15", "text": "The Company is subject to privacy and data protection laws across the globe that impose broad compliance obligations on the collection, use, storage, access, transfer and protection of personal data. Breach of such requirements could result in substantial fines, penalties, private right of actions, claims and damage to our reputation and business. New privacy laws are expected in other territories, together with greater privacy enforcement by governmental authorities globally, particularly on data localization requirements and international data flows. The Company has established privacy compliance programs and controls that our businesses worldwide are required to comply with, but with many technology and data-driven initiatives being prioritized across the Company and involving multiple vendors and third parties, there are potential risks of controls imposed on cross border data flows, unauthorized access, and loss of personal data through internal and external threats that could impact our business operations and research activities."}
-{"_id": "JNJ20230168", "title": "JNJ 2023 Annual Report 15", "text": "The Company may be unable to achieve some or all of the anticipated strategic and financial benefits following the separation of Kenvue Inc. (Kenvue), including with respect to the Company\u2019s remaining ownership interest."}
-{"_id": "JNJ20230169", "title": "JNJ 2023 Annual Report 15", "text": "The Company incurred significant expenses in connection with the Kenvue separation (the Separation). In addition, the Company may not be able to achieve the full strategic and financial benefits that are expected to result from the Separation. The anticipated benefits of the Separation were based on a number of assumptions, some of which may prove incorrect. The Company holds a 9.5% ownership interest in Kenvue. The Company cannot predict the trading price of shares of Kenvue\u2019s common stock and the market value of the Kenvue shares are subject to market volatility and other factors outside of the Company\u2019s control. The Company intends to divest its ownership interest in Kenvue, but there can be no assurance regarding the ultimate timing of such divestiture. Unanticipated developments could delay, prevent or otherwise adversely affect the divestiture, including but not limited to financial market conditions."}
-{"_id": "JNJ20230170", "title": "JNJ 2023 Annual Report 15", "text": "The Separation could result in substantial tax liability."}
-{"_id": "JNJ20230172", "title": "JNJ 2023 Annual Report 15", "text": "The Company received a private letter ruling from the IRS as to the tax-free nature of the Separation under the U.S. Internal Revenue Code of 1986, as amended. Notwithstanding the private letter ruling and opinions of tax advisors, if the IRS determines that certain steps of the transaction did not qualify for tax-free treatment for U.S. federal income tax purposes, the resulting tax liability to the Company and its shareholders could be substantial. The Separation may also not qualify for tax-free treatment in other countries around the world, and as a result may trigger substantial tax liability to the Company."}
-{"_id": "JNJ20230174", "title": "JNJ Unresolved staff comments", "text": "Not applicable."}
-{"_id": "JNJ20230177", "title": "JNJ Risk management and strategy", "text": "The Company has documented cybersecurity policies and standards, assesses risks from cybersecurity threats, and monitors information systems for potential cybersecurity issues. To protect the Company\u2019s information systems from cybersecurity threats, the Company uses various security tools supporting protection, detection, and response capabilities. The Company maintains a cybersecurity incident response plan to help ensure a timely, consistent response to actual or attempted cybersecurity incidents impacting the Company."}
-{"_id": "JNJ20230178", "title": "JNJ Risk management and strategy", "text": "The Company also identifies and assesses third-party risks within the enterprise, and through the Company's use of third-party service providers, across a range of areas including data security and supply chain through a structured third-party risk management program."}
-{"_id": "JNJ20230179", "title": "JNJ Risk management and strategy", "text": "The Company maintains a formal information security training program for all employees that includes training on matters such as phishing and email security best practices. Employees are also required to complete mandatory training on data privacy."}
-{"_id": "JNJ20230180", "title": "JNJ Risk management and strategy", "text": "To evaluate and enhance its cybersecurity program, the Company periodically utilizes third-party experts to undertake maturity assessments of the Company\u2019s information security program."}
-{"_id": "JNJ20230181", "title": "JNJ Risk management and strategy", "text": "To date, the Company is not aware of any cybersecurity incident that has had or is reasonably likely to have a material impact on the Company\u2019s business or operations; however, because of the frequently changing attack techniques, along with the increased volume and sophistication of the attacks, there is the potential for the Company to be adversely impacted. This impact could result in reputational, competitive, operational or other business harm as well as financial costs and regulatory action. Refer to the risk factor captioned An information security incident, including a cybersecurity breach, could have a negative impact to the Company\u2019s business or reputation in Part I, Item 1A. Risk factors for additional description of cybersecurity risks and potential related impacts on the Company."}
-{"_id": "JNJ20230183", "title": "JNJ Governance - management\u2019s responsibility", "text": "The Company takes a risk-based approach to cybersecurity and has implemented cybersecurity controls designed to address cybersecurity threats and risks. The Chief Information Officer (CIO), who is a member of the Company\u2019s Executive Committee, and the Chief Information Security Officer (CISO) are responsible for assessing and managing cybersecurity risks, including the prevention, mitigation, detection, and remediation of cybersecurity incidents."}
-{"_id": "JNJ20230184", "title": "JNJ Governance - management\u2019s responsibility", "text": "The Company\u2019s CISO, in coordination with the CIO, is responsible for leading the Company\u2019s cybersecurity program and management of cybersecurity risk. The current CISO has over twenty-five years of experience in information security, and his background includes technical experience, strategy and architecture focused roles, cyber and threat experience, and various leadership roles."}
-{"_id": "JNJ20230186", "title": "JNJ Governance - board oversight", "text": "The Company\u2019s Board of Directors oversees the overall risk management process, including cybersecurity risks, directly and through its committees. The Regulatory Compliance & Sustainability Committee (RCSC) of the board is primarily responsible for oversight of risk from cybersecurity threats and oversees compliance with applicable laws, regulations and Company policies related to, among others, privacy and cybersecurity."}
-{"_id": "JNJ20230187", "title": "JNJ Governance - board oversight", "text": "RCSC meetings include discussions of specific risk areas throughout the year including, among others, those relating to cybersecurity. The CISO provides at least two updates each year to RCSC on cybersecurity matters. These reports include an overview of the cybersecurity threat landscape, key cybersecurity initiatives to improve the Company\u2019s risk posture, changes in the legal and regulatory landscape relative to cybersecurity, and overviews of certain cybersecurity incidents that have occurred within the Company and within the industry."}
-{"_id": "JNJ20230194", "title": "JNJ Properties", "text": "The Company's subsidiaries operate 61 manufacturing facilities occupying approximately 9.8 million square feet of floor space. The manufacturing facilities are used by the industry segments of the Company\u2019s business approximately as follows: Segment##Square Feet (in thousands) Innovative Medicine##5,026 MedTech##4,782 Worldwide Total##9,808"}
-{"_id": "JNJ20230195", "title": "JNJ Properties", "text": "Within the U.S., five facilities are used by the Innovative Medicine segment and 18 by the MedTech segment. Outside of the U.S., 13 facilities are used by the Innovative Medicine segment and 25 by the MedTech segment."}
-{"_id": "JNJ20230202", "title": "JNJ Properties", "text": "The locations of the manufacturing facilities by major geographic areas of the world are as follows: Geographic Area##Number of Facilities##Square Feet (in thousands) United States##23##2,973 Europe##20##4,900 Western Hemisphere, excluding U.S.##5##692 Africa, Asia and Pacific##13##1,243 Worldwide Total##61##9,808"}
-{"_id": "JNJ20230203", "title": "JNJ Properties", "text": "In addition to the manufacturing facilities discussed above, the Company maintains numerous office and warehouse facilities throughout the world."}
-{"_id": "JNJ20230204", "title": "JNJ Properties", "text": "The Company's subsidiaries generally seek to own, rather than lease, their manufacturing facilities, although some, principally in non-U.S. locations, are leased. Office and warehouse facilities are often leased. The Company also engages contract manufacturers."}
-{"_id": "JNJ20230205", "title": "JNJ Properties", "text": "The Company is committed to maintaining all of its properties in good operating condition."}
-{"_id": "JNJ20230206", "title": "JNJ Properties", "text": "Segment information on additions to property, plant and equipment is contained in Note 17 Segments of business and geographic areas of the Notes to Consolidated Financial Statements included in Item 8 of this Report."}
-{"_id": "JNJ20230208", "title": "JNJ Legal proceedings", "text": "The information called for by this item is incorporated herein by reference to the information set forth in Note 19 Legal proceedings of the Notes to Consolidated Financial Statements included in Item 8 of this Report."}
-{"_id": "JNJ20230211", "title": "JNJ Mine safety disclosures", "text": "Not applicable."}
-{"_id": "JNJ20230225", "title": "JNJ Executive officers of the registrant", "text": "Listed below are the executive officers of the Company. There are no family relationships between any of the executive officers, and there is no arrangement or understanding between any executive officer and any other person pursuant to which the executive officer was selected. At the annual meeting of the Board of Directors, the executive officers are elected by the Board to hold office for one year and until their respective successors are elected and qualified, or until earlier resignation or removal. Name##Age##Position Vanessa Broadhurst##55##Member, Executive Committee; Executive Vice President, Global Corporate Affairs(a) Joaquin Duato##61##Chairman of the Board; Chief Executive Officer(b) Peter M. Fasolo, Ph.D.##61##Member, Executive Committee; Executive Vice President, Chief Human Resources Officer(c) Elizabeth Forminard##53##Member, Executive Committee; Executive Vice President, General Counsel(d) William N. Hait, M.D., Ph. D.##74##Member, Executive Committee; Executive Vice President, Chief External Innovation and Medical Officer(e) John C. Reed, M.D., Ph.D.##65##Member, Executive Committee; Executive Vice President, Innovative Medicine, R&D(f) Tim Schmid##54##Member, Executive Committee; Executive Vice President, Worldwide Chairman, MedTech(g) James Swanson##58##Member, Executive Committee; Executive Vice President, Chief Information Officer(h) Jennifer L. Taubert##60##Member, Executive Committee; Executive Vice President, Worldwide Chairman, Innovative Medicine(i) Kathryn E. Wengel##58##Member, Executive Committee; Executive Vice President, Chief Technical Operations & Risk Officer(j) Joseph J. Wolk##57##Member, Executive Committee; Executive Vice President, Chief Financial Officer(k)"}
-{"_id": "JNJ20230226", "title": "JNJ Executive officers of the registrant", "text": "(a)Ms. V. Broadhurst was named Executive Vice President, Global Corporate Affairs and appointed to the Executive Committee in 2022. Ms. Broadhurst rejoined the Company in 2017 and was appointed Company Group Chairman, Global Commercial Strategy Organization in 2018. From 2013 to 2017, she held General Manager roles at Amgen in Inflammation & Cardiovascular, and Cardiovascular & Bone. Prior to her roles at Amgen, she served in various leadership roles at the Company from 2005-2013."}
-{"_id": "JNJ20230227", "title": "JNJ Executive officers of the registrant", "text": "(b)Mr. J. Duato became Chairman of the Board of Directors in January 2023 subsequent to his appointments as Chief Executive Officer and Director in January 2022. Mr. Duato was appointed to the Executive Committee in 2016 when he was named Executive Vice President, Worldwide Chairman, Pharmaceuticals and subsequently served as Vice Chairman of the Executive Committee. Mr. Duato first joined the Company in 1989 with Janssen-Farmaceutica S.A. (Spain), a subsidiary of the Company, and held executive positions of increasing responsibility in all business sectors and across multiple geographies and functions."}
-{"_id": "JNJ20230228", "title": "JNJ Executive officers of the registrant", "text": "(c)Dr. P. M. Fasolo was appointed to the Executive Committee in 2011 and was named Executive Vice President, Chief Human Resources Officer in 2016. He first joined the Company in 2004 as Worldwide Vice President, Human Resources in the MedTech segment, and subsequently served as the Company\u2019s Chief Talent Officer. He left Johnson & Johnson in 2007 to join Kohlberg Kravis Roberts & Co. as Chief Talent Officer and returned to the Company in 2010 as the Vice President, Global Human Resources."}
-{"_id": "JNJ20230229", "title": "JNJ Executive officers of the registrant", "text": "(d)Ms. E. Forminard was appointed as Executive Vice President, General Counsel and a member of the Executive Committee in October 2022. Ms. Forminard joined the Company in 2006, serving in roles of increasing responsibility including General Counsel Medical Devices & Diagnostics, General Counsel Consumer Group & Supply Chain, Worldwide Vice President Corporate Governance, and in her immediate past role as General Counsel Pharmaceuticals."}
-{"_id": "JNJ20230230", "title": "JNJ Executive officers of the registrant", "text": "(e)Dr. W. Hait was appointed Executive Vice President, Chief External Innovation, Medical Safety and Global Public Health Officer, and a member of the Executive Committee in 2022. He first joined the Company in 2007 and has served in a number of leadership roles including"}
-{"_id": "JNJ20230232", "title": "JNJ 2023 Annual Report 19", "text": "Global Head, Janssen Research & Development from 2011 to 2018 and Global Head, Johnson & Johnson Global External Innovation from 2018 to 2022."}
-{"_id": "JNJ20230233", "title": "JNJ 2023 Annual Report 19", "text": "(f)Dr. J. C. Reed joined the Company in 2023 as Executive Vice President, Innovative Medicine, R&D and a member of the Executive Committee. Prior to joining the Company, Dr. Reed held executive leadership positions at Sanofi (2018-2022) and Roche (2013-2018), serving on their respective executive committees. He also served as CEO of Sanford-Burnham Medical Research Institute (now Sanford Burnham Prebys) where he established multiple therapeutic area-aligned research centers and platform technology centers."}
-{"_id": "JNJ20230234", "title": "JNJ 2023 Annual Report 19", "text": "(g)Mr. T. Schmid was named as Executive Vice President, Worldwide Chairman, MedTech and appointed to the Executive Committee in October 2023. He joined the Company in 1993 and has served in leadership positions throughout Johnson & Johnson MedTech, including Chief Strategic Customer Officer and President of Ethicon, and most recently served as Company Group Chairman MedTech Asia Pacific from 2018-2023."}
-{"_id": "JNJ20230235", "title": "JNJ 2023 Annual Report 19", "text": "(h)Mr. J. Swanson was appointed Executive Vice President, Chief Information Officer and a member of the Executive Committee in 2022. He rejoined the Company in 2019 as Chief Information Officer of Johnson & Johnson from Bayer Crop Science, where he served as a member of the Executive Leadership Team and as Chief Information Officer and Head of Digital Transformation. From 1996 to 2005, Mr. Swanson held positions of increasing responsibility at the Company, including Project Manager, Director IT, Sr. Director IT and Vice President, Chief Information Officer."}
-{"_id": "JNJ20230236", "title": "JNJ 2023 Annual Report 19", "text": "(i)Ms. J. L. Taubert was appointed Executive Vice President, Worldwide Chairman, Innovative Medicine (formerly Pharmaceuticals) and a member of the Executive Committee in 2018. She joined the Company in 2005 as Worldwide Vice President and held several executive positions of increasing responsibility in the Pharmaceuticals sector, including Company Group Chairman, North America, and Company Group Chairman, The Americas from 2012-2018."}
-{"_id": "JNJ20230237", "title": "JNJ 2023 Annual Report 19", "text": "(j)Ms. K. E. Wengel was appointed Executive Vice President, Chief Technical Operations & Risk Officer in 2023, subsequent to her appointment to the Executive Committee in 2018 when she was named as Executive Vice President, Chief Global Supply Chain Officer. Ms. Wengel first joined the Company in 1988 as Project Engineer and Engineering Supervisor at Janssen, a subsidiary of the Company. During her tenure with the Company, she has held a variety of strategic leadership and executive positions, including in roles within operations, quality, engineering, new products, information technology, and other technical and business functions."}
-{"_id": "JNJ20230239", "title": "JNJ 2023 Annual Report 19", "text": "(k)Mr. J. J. Wolk was appointed Executive Vice President, Chief Financial Officer and a member of the Executive Committee in July 2018. He first joined the Company in 1998 as Finance Manager, Business Development for Ortho-McNeil, a subsidiary of the Company. During his tenure at the Company, he has held a variety of senior leadership roles in several segments and functions across the Company's subsidiaries, including Vice President, Finance and Chief Financial Officer of the Janssen Pharmaceutical Companies, and Vice President, Investor Relations."}
-{"_id": "JNJ20230241", "title": "JNJ Part II", "text": "Market for registrant\u2019s common equity, related stockholder matters and issuer purchases of equity securities"}
-{"_id": "JNJ20230242", "title": "JNJ Part II", "text": "As of February 9, 2024, there were 118,772 record holders of common stock of the Company. Additional information called for by this item is incorporated herein by reference to the following sections of this Report: Note 16 \u201cCommon Stock, Stock Option Plans and Stock Compensation Agreements\u201d of the Notes to Consolidated Financial Statements included in Item 8; and Item 12 \u201cSecurity Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters \u2013 Equity Compensation Plan Information.\u201d"}
-{"_id": "JNJ20230244", "title": "JNJ Issuer purchases of equity securities", "text": "On September 14, 2022, the Company announced that its Board of Directors approved a share repurchase program, authorizing the Company to purchase up to $5.0 billion of the Company's Common Stock. The repurchase program was completed during the fiscal first quarter of 2023."}
-{"_id": "JNJ20230250", "title": "JNJ Issuer purchases of equity securities", "text": "The following table provides information with respect to common stock purchases by the Company during the fiscal fourth quarter of 2023. Common stock purchases on the open market are made as part of a systematic plan to meet the needs of the Company\u2019s compensation programs. The repurchases below also include the stock-for-stock option exercises that settled in the fiscal fourth quarter. Fiscal Period##Total Number of Shares Purchased(1)##Avg. Price Paid Per Share##Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs##Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs October 2, 2023 through October 29, 2023##\u2014##\u2014##\u2014##\u2014 October 30, 2023 through November 26, 2023##125,000##$147.61##\u2014##\u2014 November 27, 2023 through December 31, 2023##1,265,000##$156.76##\u2014##\u2014 Total##1,390,000####\u2014##"}
-{"_id": "JNJ20230251", "title": "JNJ Issuer purchases of equity securities", "text": "(1)During the fiscal fourth quarter of 2023, the Company repurchased an aggregate of 1,390,000 shares of Johnson & Johnson Common Stock in open-market transactions, all of which were purchased as part of a systematic plan to meet the needs of the Company\u2019s compensation programs."}
-{"_id": "JNJ20230254", "title": "JNJ 2023 Annual Report 21", "text": "Management\u2019s discussion and analysis of results of operations and financial condition"}
-{"_id": "JNJ20230257", "title": "JNJ Description of the company and business segments", "text": "Johnson & Johnson and its subsidiaries (the Company) have approximately 131,900 employees worldwide engaged in the research and development, manufacture and sale of a broad range of products in the healthcare field. The Company conducts business in virtually all countries of the world with the primary focus on products related to human health and well-being."}
-{"_id": "JNJ20230258", "title": "JNJ Description of the company and business segments", "text": "The Company is organized into two business segments: Innovative Medicine and MedTech. The Innovative Medicine segment is focused on the following therapeutic areas, including Immunology, Infectious diseases, Neuroscience, Oncology, Pulmonary Hypertension, and Cardiovascular and Metabolic diseases. Products in this segment are distributed directly to retailers, wholesalers, distributors, hospitals and healthcare professionals for prescription use. The MedTech segment includes a broad portfolio of products used in the Orthopaedic, Surgery, Interventional Solutions and Vision fields. These products are distributed to wholesalers, hospitals and retailers, and used principally in the professional fields by physicians, nurses, hospitals, eye care professionals and clinics."}
-{"_id": "JNJ20230259", "title": "JNJ Description of the company and business segments", "text": "The Executive Committee of Johnson & Johnson is the principal management group responsible for the strategic operations and allocation of the resources of the Company. This Committee oversees and coordinates the activities of the Innovative Medicine and MedTech business segments."}
-{"_id": "JNJ20230260", "title": "JNJ Description of the company and business segments", "text": "In all of its product lines, the Company competes with other companies both locally and globally, throughout the world. Competition exists in all product lines without regard to the number and size of the competing companies involved. Competition in research, involving the development and the improvement of new and existing products and processes, is particularly significant. The development of new and innovative products, as well as protecting the underlying intellectual property of the Company's product portfolio, is important to the Company\u2019s success in all areas of its business. The competitive environment requires substantial investments in continuing research."}
-{"_id": "JNJ20230262", "title": "JNJ Management\u2019s objectives", "text": "With \u201cOur Credo\u201d as the foundation, the Company\u2019s purpose is to blend heart, science and ingenuity to profoundly impact health for humanity. The Company, believes health is everything. The Company's strength in healthcare innovation empowers us to build a world where complex diseases are prevented, treated, and cured, where treatments are smarter and less invasive, and solutions are personal. Through the Company's expertise in Innovative Medicine and MedTech, the Company is uniquely positioned to innovate across the full spectrum of healthcare solutions today to deliver the breakthroughs of tomorrow, and profoundly impact health for humanity."}
-{"_id": "JNJ20230263", "title": "JNJ Management\u2019s objectives", "text": "New products introduced within the past five years accounted for approximately 25% of 2023 sales. In 2023, $15.1 billion was invested in research and development reflecting management\u2019s commitment to create life-enhancing innovations and to create value through partnerships that will profoundly impact of health for humanity."}
-{"_id": "JNJ20230265", "title": "JNJ Management\u2019s objectives", "text": "A critical driver of the Company\u2019s success is the diversity of its 131,900 employees worldwide. Employees are empowered and inspired to lead with Our Credo and purpose as guides. This allows every employee to use the Company\u2019s reach and size to advance the Company\u2019s purpose, and to also lead with agility and urgency. Leveraging the extensive resources across the enterprise enables the Company to innovate and execute with excellence. This ensures the Company can remain focused on addressing the unmet needs of society every day and invest for an enduring impact, ultimately delivering value to its patients, consumers and healthcare professionals, employees, communities and shareholders."}
-{"_id": "JNJ20230270", "title": "JNJ Acquisitions* (net of cash acquired)", "text": "*Includes acquisitions of in process research and development assets that were not accounted for as a business combination"}
-{"_id": "JNJ20230275", "title": "JNJ Analysis of consolidated sales", "text": "For discussion on results of operations and financial condition pertaining to the fiscal years 2022 and 2021 see the Company\u2019s Annual Report on Form 10-K for the fiscal year ended January 1, 2023, Item 7. Management's discussion and analysis of results of operations and financial condition. Prior periods disclosed herein were recast to reflect the continuing operations of the Company."}
-{"_id": "JNJ20230281", "title": "JNJ Analysis of consolidated sales", "text": "In 2023, worldwide sales increased 6.5% to $85.2 billion as compared to an increase of 1.6% in 2022. These sales changes consisted of the following: Sales increase/(decrease) due to:##2023####2022## Volume##6.8##%##8.3##% Price##0.6####(1.8)## Currency##(0.9)####(4.9)## Total##6.5##%##1.6##%"}
-{"_id": "JNJ20230282", "title": "JNJ Analysis of consolidated sales", "text": "The net impact of acquisitions and divestitures on the worldwide sales growth was a positive impact of 1.5% in 2023 and no impact in 2022."}
-{"_id": "JNJ20230283", "title": "JNJ Analysis of consolidated sales", "text": "Sales by U.S. companies were $46.4 billion in 2023 and $42.0 billion in 2022. This represents increases of 10.6% in 2023 and 3.3% in 2022. Sales by international companies were $38.7 billion in 2023 and $38.0 billion in 2022. This represents an increase of 1.9% in 2023 and a decrease of 0.2% in 2022."}
-{"_id": "JNJ20230284", "title": "JNJ Analysis of consolidated sales", "text": "The five-year compound annual growth rates for worldwide, U.S. and international sales were 4.7%, 5.2% and 4.1%, respectively. The ten-year compound annual growth rates for worldwide, U.S. and international sales were 4.2%, 5.7% and 2.6%, respectively."}
-{"_id": "JNJ20230285", "title": "JNJ Analysis of consolidated sales", "text": "In 2023, sales by companies in Europe experienced a decline of 1.2% as compared to the prior year, which included an operational decline of 2.2% and a positive currency impact of 1.0%. In fiscal 2023, the net impact of the Covid-19 Vaccine and the loss of exclusivity of Zytiga on the European regions change in operational sales was a negative 9.8%. Sales by companies in the Western Hemisphere, excluding the U.S., achieved growth of 10.7% as compared to the prior year, which included operational growth of 15.8%, and a negative currency impact of 5.1%. Sales by companies in the Asia-Pacific, Africa region achieved growth of 3.9% as compared to the prior year, including operational growth of 9.5% and a negative currency impact of 5.6%."}
-{"_id": "JNJ20230287", "title": "JNJ 2023 Annual Report 23", "text": "In 2023, the Company utilized three wholesalers distributing products for both segments that represented approximately 18.2%, 15.1% and 14.2% of the total consolidated revenues. In 2022, the Company had three wholesalers distributing products for both segments that represented approximately 18.9%, 15.0% and 13.8% of the total consolidated revenues."}
-{"_id": "JNJ20230294", "title": "JNJ Innovative Medicine segment(1)", "text": "Innovative Medicine segment sales in 2023 were $54.8 billion, an increase of 4.2% from 2022, which included operational growth of 4.8% and a negative currency impact of 0.6%. U.S. sales were $31.2 billion, an increase of 9.0%. International sales were $23.6 billion, a decrease of 1.5%, which included an operational decline of 0.2% and a negative currency impact of 1.3%. In 2023, acquisitions and divestitures had a net negative impact of 0.1% on the operational sales growth of the worldwide Innovative Medicine segment."}
-{"_id": "JNJ20230327", "title": "JNJ Innovative Medicine segment(1)", "text": "Major Innovative Medicine therapeutic area sales: (Dollars in Millions)##2023##2022##Total Change####Operations Change####Currency Change## Total Immunology##$18,052##$16,935##6.6##%##7.1##%##(0.5)##% REMICADE##1,839##2,343##(21.5)####(20.7)####(0.8)## SIMPONI/SIMPONI ARIA##2,197##2,184##0.6####2.4####(1.8)## STELARA##10,858##9,723##11.7####11.9####(0.2)## TREMFYA##3,147##2,668##17.9####18.3####(0.4)## Other Immunology##11##17##(33.8)####(33.8)####\u2014## Total Infectious Diseases##4,418##5,449##(18.9)####(19.8)####0.9## COVID-19 VACCINE##1,117##2,179##(48.8)####(50.1)####1.3## EDURANT/rilpivirine##1,150##1,008##14.1####11.5####2.6## PREZISTA/ PREZCOBIX/REZOLSTA/SYMTUZA##1,854##1,943##(4.6)####(4.9)####0.3## Other Infectious Diseases##297##318##(6.7)####(3.6)####(3.1)## Total Neuroscience##7,140##6,893##3.6####5.4####(1.8)## CONCERTA/methylphenidate##783##644##21.6####24.9####(3.3)## INVEGA SUSTENNA/XEPLION/INVEGA TRINZA/TREVICTA##4,115##4,140##(0.6)####0.0####(0.6)## SPRAVATO##689##374##84.1####84.0####0.1## Other Neuroscience(2)##1,553##1,734##(10.4)####(5.9)####(4.5)## Total Oncology##17,661##15,983##10.5####11.2####(0.7)## CARVYKTI##500##133##*####*####*## DARZALEX##9,744##7,977##22.2####22.9####(0.7)## ERLEADA##2,387##1,881##26.9####27.5####(0.6)## IMBRUVICA##3,264##3,784##(13.7)####(13.2)####(0.5)## ZYTIGA /abiraterone acetate##887##1,770##(49.9)####(48.4)####(1.5)## Other Oncology##879##438##*####*####*## Total Pulmonary Hypertension##3,815##3,417##11.6####12.9####(1.3)## OPSUMIT##1,973##1,783##10.6####11.6####(1.0)## UPTRAVI##1,582##1,322##19.7####20.4####(0.7)## Other Pulmonary Hypertension##260##313##(16.7)####(12.0)####(4.7)## Total Cardiovascular / Metabolism / Other##3,671##3,887##(5.5)####(5.5)####0.0## XARELTO##2,365##2,473##(4.4)####(4.4)####\u2014## Other(3)##1,306##1,414##(7.6)####(7.4)####(0.2)## Total Innovative Medicine Sales##$54,759##52,563##4.2##%##4.8##%##(0.6)##%"}
-{"_id": "JNJ20230333", "title": "JNJ 2023 Annual Report 25", "text": "Immunology products achieved sales of $18.1 billion in 2023, representing an increase of 6.6% as compared to the prior year. Increased sales of STELARA (ustekinumab) were primarily driven by patient mix, market growth, and continued strength in Inflammatory Bowel Disease. Growth of TREMFYA (guselkumab) was due to market growth, continued strength in PsO/PsA (Psoriasis and Psoriatic Arthritis) and patient mix. Additionally, SIMPONI/SIMPONI ARIA growth was driven by growth outside the U.S. Lower sales of REMICADE (infliximab) were due to biosimilar competition."}
-{"_id": "JNJ20230334", "title": "JNJ 2023 Annual Report 25", "text": "Biosimilar versions of REMICADE have been introduced in the United States and certain markets outside the United States and additional competitors continue to enter the market. Continued infliximab biosimilar competition will result in a further reduction in sales of REMICADE."}
-{"_id": "JNJ20230335", "title": "JNJ 2023 Annual Report 25", "text": "Sales of STELARA in the United States were approximately $7.0 billion in fiscal 2023. Third parties have filed abbreviated Biologics License Applications with the FDA seeking approval to market biosimilar versions of STELARA. The Company has settled certain litigation under the Biosimilar Price Competition and Innovation Act of 2009. As a result of these settlements and other agreements with separate third parties, the Company does not anticipate the launch of a biosimilar version of STELARA until January 1, 2025 in the United States."}
-{"_id": "JNJ20230336", "title": "JNJ 2023 Annual Report 25", "text": "Infectious disease products sales were $4.4 billion in 2023, a decline of 18.9% as compared to the prior year primarily driven by a decline in COVID-19 vaccine revenue and loss of exclusivity of PREZISTA ."}
-{"_id": "JNJ20230337", "title": "JNJ 2023 Annual Report 25", "text": "Neuroscience products sales were $7.1 billion in 2023, representing an increase of 3.6% as compared to the prior year. The growth of SPRAVATO (esketamine) was driven by ongoing launches as well as increased physician confidence and patient demand. Growth was partially offset by declines in RISPERDAL/RISPERDAL CONSTA and the paliperidone long-acting injectables outside the U.S. due to the XEPLION loss of exclusivity in the European Union."}
-{"_id": "JNJ20230338", "title": "JNJ 2023 Annual Report 25", "text": "Oncology products achieved sales of $17.7 billion in 2023, representing an increase of 10.5% as compared to the prior year. Sales of DARZALEX (daratumumab) were driven by continued share gains in all regions and market growth. Growth of ERLEADA (apalutamide) was due to continued share gains and market growth in Metastatic Castration Resistant Prostate Cancer. Sales of CARVYKTI (ciltacabtagene autoleucel) were driven by the ongoing launch, share gains and capacity improvement. Additionally, sales from the launch of TECVAYLI (teclistamab-cqyv) and TALVEY (talquetamab-tgvs), included in Other Oncology, contributed to the growth. Growth was partially offset by ZYTIGA (abiraterone acetate) due to loss of exclusivity and IMBRUVICA (ibrutinib) due to global competitive pressures."}
-{"_id": "JNJ20230339", "title": "JNJ 2023 Annual Report 25", "text": "Pulmonary Hypertension products sales were $3.8 billion, representing an increase of 11.6% as compared to the prior year. Sales growth was due to favorable patient mix, share gains and market growth from UPTRAVI (selexipag) and OPSUMIT (macitentan) partially offset by declines in Other Pulmonary Hypertension."}
-{"_id": "JNJ20230340", "title": "JNJ 2023 Annual Report 25", "text": "Cardiovascular/Metabolism/Other products sales were $3.7 billion, a decline of 5.5% as compared to the prior year. The decline of XARELTO (rivaroxaban) sales was primarily driven by unfavorable patient mix and access changes."}
-{"_id": "JNJ20230342", "title": "JNJ 2023 Annual Report 25", "text": "The Company maintains a policy that no end customer will be permitted direct delivery of product to a location other than the billing location. This policy impacts contract pharmacy transactions involving non-grantee 340B covered entities for most of the Company\u2019s drugs, subject to multiple exceptions. Both grantee and non-grantee covered entities can maintain certain contract pharmacy arrangements under policy exceptions. The Company has been and will continue to offer 340B discounts to covered entities on all of its covered outpatient drugs, and it believes its policy will improve its ability to identify inappropriate duplicate discounts and diversion prohibited by the 340B statute. The 340B Drug Pricing Program is a U.S. federal government program requiring drug manufacturers to provide significant discounts on covered outpatient drugs to covered entities. This policy had discount implications which positively impacted sales to customers in 2023."}
-{"_id": "JNJ20230356", "title": "JNJ 2023 Annual Report 25", "text": "During 2023, the Company advanced its pipeline with several regulatory submissions and approvals for new drugs and additional indications for existing drugs as follows: Product Name (Chemical Name)##Indication##US Approval##EU Approval##US Filing##EU Filing AKEEGA (Niraparib and Abiraterone Acetate)##First-And-Only Dual Action Tablet for the Treatment of Patients with BRCA-Positive Metastatic Castration-Resistant Prostate Cancer (MAGNITUDE)##\u2022##\u2022#### BALVERSA (erdafitinib)##Treatment of Patients with Locally Advanced or Metastatic Urothelial Carcinoma and Selected Fibroblast Growth Factor Receptor Gene Alterations (THOR)######\u2022##\u2022 CARVYKTI (ciltacabtagene autoleucel)##Treatment for Relapsed and Refactor multiple myeloma with 1-3 PL (CARTITUDE-4)######\u2022##\u2022 EDURANT (rilpivirine)##Treatment for pediatric patients (2-12 years old) with HIV######\u2022##\u2022 ERLEADA (apalutamide)##Tablet reduction##\u2022##\u2022#### OPSUMIT (macitentan)##Treatment for pediatric pulmonary arterial hypertension########\u2022 OPSYNVI (mecitentan/tadalafil STCT)##Treatment for pulmonary arterial hypertension######\u2022##\u2022 RYBREVANT (amivantamab)##In Combination with Chemotherapy for the First-Line Treatment of Adult Patients with Advanced Non-Small Cell Lung Cancer with Activating EGFR Exon 20 Insertion Mutations (PAPILLON)######\u2022##\u2022 RYBREVANT / lazertinib##Treatment for Non-Small Cell Lung Cancer 2L (MARIPOSA)######\u2022##\u2022 RYBREVANT / lazertinib##Treatment for Non-Small Cell Lung Cancer 2L (MARIPOSA-2)######\u2022##\u2022 TECVAYLI (teclistamab)##Treatment of Patients with Relapsed Refractory Multiple Myeloma Biweekly Dosing####\u2022#### TALVEY (talquetamab)##Treatment of Patients with Relapsed and Refractory Multiple Myeloma##\u2022##\u2022####"}
-{"_id": "JNJ20230359", "title": "JNJ MedTech segment", "text": "The MedTech segment sales in 2023 were $30.4 billion, an increase of 10.8% from 2022, which included operational growth of 12.4% and a negative currency impact of 1.6%. U.S. sales were $15.3 billion, an increase of 14.2% as compared to the prior year. International sales were $15.1 billion, an increase of 7.7% as compared to the prior year, which included operational growth of 10.6% and a negative currency impact of 2.9%. In 2023, the net impact of acquisitions and divestitures on the MedTech segment worldwide operational sales growth was a positive 4.6% primarily related to the Abiomed acquisition."}
-{"_id": "JNJ20230377", "title": "JNJ MedTech segment", "text": "Major MedTech franchise sales: (Dollars in Millions)##2023##2022##Total Change####Operations Change####Currency Change## Surgery##$10,037##9,690##3.6##%##5.5##%##(1.9)##% Advanced##4,671##4,569##2.2####4.2####(2.0)## General##5,366##5,121##4.8####6.8####(2.0)## Orthopaedics##8,942##8,587##4.1####4.6####(0.5)## Hips##1,560##1,514##3.0####3.5####(0.5)## Knees##1,456##1,359##7.1####7.5####(0.4)## Trauma##2,979##2,871##3.8####4.0####(0.2)## Spine, Sports & Other##2,947##2,843##3.7####4.5####(0.8)## Interventional Solutions##6,350##4,300##47.7####49.8####(2.1)## Electrophysiology##4,688##3,937##19.1####21.1####(2.0)## Abiomed##1,306##31##*####*####*## Other Interventional Solutions##356##332##7.1####9.9####(2.8)## Vision##5,072##4,849##4.6####6.6####(2.0)## Contact Lenses/Other##3,702##3,543##4.5####6.9####(2.4)## Surgical##1,370##1,306##4.9####5.8####(0.9)## Total MedTech Sales##$30,400##27,427##10.8##%##12.4##%##(1.6)##%"}
-{"_id": "JNJ20230379", "title": "JNJ * Percentage greater than 100% or not meaningful", "text": "The Surgery franchise sales were $10.0 billion in 2023, representing an increase of 3.6% from 2022. The growth in Advanced Surgery was primarily driven by Biosurgery global procedure growth and strength of the portfolio as well as uptake of new products in Endocutters and Energy. The growth was partially offset by competitive pressures and volume-based procurement impacts in Endocutters and Energy. The growth in General Surgery was primarily driven by increased procedures coupled with technology penetration and benefits from the differentiated Wound Closure portfolio."}
-{"_id": "JNJ20230380", "title": "JNJ * Percentage greater than 100% or not meaningful", "text": "The Orthopaedics franchise sales were $8.9 billion in 2023, representing an increase of 4.1% from 2022. The growth in hips reflects global procedure growth and continued strength of the portfolio partially offset by volume-based procurement impacts and Russia sanctions. The growth in knees was primarily driven by procedures, benefits from recent product additions to the ATTUNE portfolio and pull through related to the VELYS Robotic assisted solution. This was partially offset by stocking dynamics, primarily outside the U.S. The growth in Trauma was driven by global procedures and the adoption of recently launched products. This was partially offset by volume-based procurement impacts. The growth in Spine, Sports & Other was primarily driven by Digital Solutions, Shoulders, Sports and Craniomaxillofacial products partially offset by Russia sanctions and supply constraints, primarily outside the U.S."}
-{"_id": "JNJ20230381", "title": "JNJ * Percentage greater than 100% or not meaningful", "text": "The Interventional Solutions franchise achieved sales of $6.4 billion in 2023, representing an increase of 47.7% from 2022, which includes sales from Abiomed acquired on December 22, 2022. Electrophysiology grew by double digits due to global procedure growth, new product performance and commercial execution. This was partially offset by the impacts of volume-based procurement in China. Abiomed sales reflect the strength of all commercialized regions and continued adoption of Impella 5.5 and Impella RP."}
-{"_id": "JNJ20230383", "title": "JNJ * Percentage greater than 100% or not meaningful", "text": "The Vision franchise achieved sales of $5.1 billion in 2023, representing an increase of 4.6% from 2022. The Contact Lenses/Other growth was primarily driven by the continued strong performance in the ACUVUE OASYS 1-Day family including recent launches and commercial execution. This was partially offset by impacts of U.S. stocking dynamics, Russia sanctions, impacts from strategic portfolio decisions and supply challenges. The Surgical operational growth was primarily driven by cataract procedure growth, continued strength of recent innovations and reduction of prior year stocking outside the U.S. This was partially offset by softer Refractive and premium IOL markets and Russia sanctions."}
-{"_id": "JNJ20230385", "title": "JNJ Analysis of consolidated earnings before provision for taxes on income", "text": "Consolidated earnings before provision for taxes on income was $15.1 billion and $19.4 billion for the years 2023 and 2022, respectively. As a percent to sales, consolidated earnings before provision for taxes on income was 17.7% and 24.2%, in 2023 and 2022, respectively."}
-{"_id": "JNJ20230387", "title": "JNJ Earnings before provision for taxes", "text": "(Dollars in billions. Percentages in chart are as a percent to total sales)"}
-{"_id": "JNJ20230390", "title": "JNJ Earnings before provision for taxes", "text": "Cost of products sold and selling, marketing and administrative expenses: Cost of products sold Selling, marketing & administrative"}
-{"_id": "JNJ20230391", "title": "JNJ Earnings before provision for taxes", "text": "(Dollars in billions. Percentages in chart are as a percent to total sales)"}
-{"_id": "JNJ20230392", "title": "JNJ Earnings before provision for taxes", "text": "Cost of products sold:"}
-{"_id": "JNJ20230394", "title": "JNJ Earnings before provision for taxes", "text": "Cost of products sold increased as a percent to sales driven by: \u2022Commodity inflation, unfavorable product mix, restructuring related excess inventory costs and Abiomed amortization in the MedTech business"}
-{"_id": "JNJ20230396", "title": "JNJ partially offset by", "text": " \u2022Favorable patient mix and lower one-time COVID-19 vaccine manufacturing related exit costs in 2023 in the Innovative Medicine business"}
-{"_id": "JNJ20230397", "title": "JNJ partially offset by", "text": "The intangible asset amortization expense included in cost of products sold was $4.5 billion and $3.9 billion for the fiscal years 2023 and 2022, respectively."}
-{"_id": "JNJ20230399", "title": "JNJ 2023 Annual Report 29", "text": "Selling, Marketing and Administrative expense:"}
-{"_id": "JNJ20230401", "title": "JNJ 2023 Annual Report 29", "text": "Selling, Marketing and Administrative Expenses decreased slightly as a percent to sales driven by: \u2022Leveraging in Selling and Marketing expenses both the Innovative Medicine and MedTech businesses"}
-{"_id": "JNJ20230403", "title": "JNJ partially offset by", "text": " \u2022An increase in administrative costs"}
-{"_id": "JNJ20230404", "title": "JNJ partially offset by", "text": "Research and Development Expense:"}
-{"_id": "JNJ20230412", "title": "JNJ partially offset by", "text": "Research and development expense by segment of business was as follows: ######2023##########2022#### (Dollars in Millions)##Amount######% of Sales*####Amount######% of Sales*## Innovative Medicine##$11,963######21.8##%##$11,642######22.1##% MedTech##3,122######10.3####2,493######9.1## Total research and development expense##$15,085######17.7##%##$14,135######17.7##% Percent increase/(decrease) over the prior year##6.7##%########(1.0##%)###### *As a percent to segment sales####################"}
-{"_id": "JNJ20230413", "title": "JNJ partially offset by", "text": "Research and development activities represent a significant part of the Company's business. These expenditures relate to the processes of discovering, testing and developing new products, upfront payments and developmental milestones, improving existing products, as well as ensuring product efficacy and regulatory compliance prior to launch. The Company remains committed to investing in research and development with the aim of delivering high quality and innovative products."}
-{"_id": "JNJ20230416", "title": "JNJ partially offset by", "text": "Research and Development was flat as a percent to sales primarily driven by: \u2022Higher milestone payments in the Innovative Medicine business \u2022Acquired in-process research & development asset from the Laminar acquisition in the MedTech business in the fiscal year 2023"}
-{"_id": "JNJ20230418", "title": "JNJ offset by", "text": " \u2022Portfolio prioritization in the Innovative Medicine business"}
-{"_id": "JNJ20230419", "title": "JNJ offset by", "text": "In-Process Research and Development Impairments (IPR&D): In the fiscal year 2023, the Company recorded a charge of approximately $0.3 billion which included $0.2 billion related to market dynamics associated with a non-strategic asset (M710) acquired as part of the acquisition of Momenta Pharmaceuticals in 2020, In the fiscal year 2022, the Company recorded an intangible asset impairment charge of approximately $0.8 billion related to an in-process research and development asset, bermekimab (JnJ-77474462), an investigational drug for the treatment of Atopic Dermatitis (AD) and Hidradenitis Suppurativa (HS). Additional information regarding efficacy of the AD indication and HS indication became available which led the Company to the decision to terminate the development of bermekimab for both AD and HS. The Company acquired all rights to bermekimab from XBiotech, Inc. in the fiscal year 2020."}
-{"_id": "JNJ20230421", "title": "JNJ offset by", "text": "Other (Income) Expense, Net: Other (income) expense, net is the account where the Company records gains and losses related to the sale and write-down of certain investments in equity securities held by Johnson & Johnson Innovation - JJDC, Inc. (JJDC), changes in the fair value of securities, investment (income)/loss related to employee benefit programs, gains and losses on divestitures, certain transactional currency gains and losses, acquisition and divestiture related costs, litigation accruals and settlements, as well as royalty income."}
-{"_id": "JNJ20230430", "title": "JNJ offset by", "text": "Other (income) expense, net for the fiscal year 2023 was unfavorable by $5.8 billion as compared to the prior year primarily due to the following: (Dollars in Billions)(Income)/Expense##2023##2022##Change Litigation related(1)##$6.9##0.9##6.0 Changes in the fair value of securities(2)##0.6##0.7##(0.1) COVID-19 vaccine manufacturing exit related costs##0.4##0.7##(0.3) Acquisition, Integration and Divestiture related(3)##0.3##0.2##0.1 Employee benefit plan related##(1.4)##(1.2)##(0.2) Other##(0.2)##(0.5)##0.3 Total Other (Income) Expense, Net##$6.6##0.8##5.8"}
-{"_id": "JNJ20230431", "title": "JNJ offset by", "text": "(1)2023 was primarily related to the approximately $7.0 billion charge for talc (See Note 19 to the Consolidated Financial Statements for more details) and favorable intellectual property related litigation settlements of approximately $0.3 billion. 2022 was primarily related to pelvic mesh."}
-{"_id": "JNJ20230432", "title": "JNJ offset by", "text": "(2)The fiscal 2023 includes $0.4 billion related to the unfavorable change in the fair value of the remaining stake in Kenvue and $0.4 billion related to the partial impairment of Idorsia convertible debt and the change in the fair value of the Idorsia equity securities held."}
-{"_id": "JNJ20230433", "title": "JNJ offset by", "text": "(3)2023 primarily related to the impairment of Ponvory and one-time integration costs related to the acquisition of Abiomed. 2022 was primarily costs related to the acquisition of Abiomed."}
-{"_id": "JNJ20230434", "title": "JNJ offset by", "text": "Interest (Income) Expense: Interest income in the fiscal year 2023 was $1.3 billion as compared to interest income of $0.5 billion in the fiscal year 2022 primarily due to higher rates of interest earned on cash balances. Interest expense in the fiscal year 2023 was $0.8 billion as compared to interest expense of $0.3 billion in the fiscal year 2022 primarily due to higher interest rates on debt balances. Cash, cash equivalents and marketable securities totaled $22.9 billion at the end of 2023, and averaged $22.6 billion as compared to the cash, cash equivalents and marketable securities total of $22.3 billion and $26.9 billion average balance in 2022. The total debt balance at the end of 2023 was $29.3 billion with an average debt balance of $34.5 billion as compared to $39.6 billion at the end of 2022 and an average debt balance of $36.7 billion. The lower average cash, cash equivalents and marketable securities was primarily due to the acquisition of Abiomed in late December of 2022. The lower average debt balance was primarily due to the repayment of commercial paper."}
-{"_id": "JNJ20230443", "title": "JNJ Income before tax by segment", "text": "Income (loss) before tax by segment of business were as follows: ####Income Before Tax######Segment Sales########Percent of Segment Sales## (Dollars in Millions)##2023####2022##2023####2022##2023######2022 Innovative Medicine##$18,246####15,647##54,759####52,563##33.3##%####29.8 MedTech##4,669####4,447##30,400####27,427##15.4######16.2 Segment earnings before tax(1)##22,915####20,094##85,159####79,990##26.9######25.1 Less: Expenses not allocated to segments(2)##7,853####735############## Worldwide income before tax##$15,062####19,359##85,159####79,990##17.7##%####24.2"}
-{"_id": "JNJ20230444", "title": "JNJ Income before tax by segment", "text": "(1)See Note 17 to the Consolidated Financial Statements for more details."}
-{"_id": "JNJ20230445", "title": "JNJ Income before tax by segment", "text": "(2)Amounts not allocated to segments include interest (income) expense and general corporate (income) expense. Fiscal 2023 includes an approximately $7.0 billion charge related to talc matters and the approximately $0.4 billion unfavorable change in the fair value of the retained stake in Kenvue."}
-{"_id": "JNJ20230447", "title": "JNJ 2023 Annual Report 31", "text": "Innovative Medicine segment:"}
-{"_id": "JNJ20230454", "title": "JNJ 2023 Annual Report 31", "text": "In 2023, the Innovative Medicine segment income before tax as a percent to sales was 33.3% versus 29.8% in 2022. The increase in the income before tax as a percent of sales was primarily driven by the following: \u2022Lower one-time COVID-19 Vaccine related exit costs of $0.7 billion in 2023 versus $1.5 billion in 2022 \u2022Lower In-process research & development impairments of $0.2 billion in 2023 versus $0.8 billion in 2022 \u2022Unfavorable changes in the fair value of securities in 2023 of $0.4 billion as compared to $0.7 billion in 2022 \u2022Lower litigation related expense of $0.2 billion \u2022Leveraging in selling and marketing expenses \u2022R&D Portfolio prioritization"}
-{"_id": "JNJ20230458", "title": "JNJ partially offset by", "text": " \u2022Restructuring charges of $0.5 billion in 2023 versus $0.1 billion in 2022 \u2022Impairment of Ponvory in 2023 \u2022Higher milestone payments in 2023"}
-{"_id": "JNJ20230459", "title": "JNJ partially offset by", "text": "MedTech segment:"}
-{"_id": "JNJ20230463", "title": "JNJ partially offset by", "text": "In 2023, the MedTech segment income before tax as a percent to sales was 15.4% versus 16.2% in 2022. The decrease in the income before tax as a percent to sales was primarily driven by the following: \u2022Higher amortization expense of $0.5 billion in 2023 related to Abiomed \u2022Expense of $0.4 billion for an acquired in process research and development asset from the Laminar acquisition in 2023 \u2022Commodity inflation in 2023"}
-{"_id": "JNJ20230467", "title": "JNJ partially offset by", "text": " \u2022Income from litigation settlements of $0.1 billion in 2023 versus expense of $0.6 billion in 2022 \u2022Lower integration/acquisition costs related to Abiomed of $0.2 billion in 2023 versus $0.3 billion in 2022 \u2022Leveraging in selling and marketing expenses in 2023"}
-{"_id": "JNJ20230468", "title": "JNJ partially offset by", "text": "Restructuring: In the fiscal year 2023, the Company completed a prioritization of its research and development (R&D) investment within the Innovative Medicine segment to focus on the most promising medicines with the greatest benefit to patients. This resulted in the exit of certain programs within therapeutic areas. The R&D program exits are primarily in infectious diseases and vaccines including the discontinuation of its respiratory syncytial virus (RSV) adult vaccine program, hepatitis and HIV development. The pre-tax restructuring charge of approximately $0.5 billion in the fiscal year 2023, of which $449 million was recorded in Restructuring and $30 million was recorded in Cost of products sold on the Consolidated Statement of Earnings, included the termination of partnered and non-partnered program costs and asset impairments."}
-{"_id": "JNJ20230469", "title": "JNJ partially offset by", "text": "In the fiscal year 2023, the Company initiated a restructuring program of its Orthopaedics franchise within the MedTech segment to streamline operations by exiting certain markets, product lines and distribution network arrangements. The pre-tax restructuring expense of $0.3 billion in the fiscal year 2023, of which $40 million was recorded in Restructuring and $279 million was recorded in Cost of products sold on the Consolidated Statement of Earnings, primarily included inventory and instrument charges related to market and product exits."}
-{"_id": "JNJ20230470", "title": "JNJ partially offset by", "text": "In 2022, the Company recorded a pre-tax charge of $0.4 billion related to a restructuring program of its Global Supply Chain. The Global Supply Chain program was announced in the second quarter of 2018 and was completed in the fiscal fourth quarter of 2022."}
-{"_id": "JNJ20230472", "title": "JNJ partially offset by", "text": "See Note 20 to the Consolidated Financial Statements for additional details related to the restructuring programs."}
-{"_id": "JNJ20230473", "title": "JNJ partially offset by", "text": "Provision for Taxes on Income: The worldwide effective income tax rate from continuing operations was 11.5% in 2023 and 15.4% in 2022."}
-{"_id": "JNJ20230474", "title": "JNJ partially offset by", "text": "On December 15, 2022, the European Union (EU) Member States formally adopted the EU\u2019s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (OECD) Pillar Two Framework that was supported by over 130 countries worldwide. As of December 31, 2023, several EU and non-EU countries have enacted Pillar 2 legislation with an initial effective date of January 1, 2024, with other aspects of the law effective in 2025 or later. The Company is estimating that as result of this legislation the 2024 effective tax rate will increase by approximately 1.5% or 150 basis points compared to fiscal 2023. Further legislation, guidance and regulations that may be issued in fiscal 2024, as well as other business events, may impact this estimate."}
-{"_id": "JNJ20230475", "title": "JNJ partially offset by", "text": "For discussion related to the fiscal 2023 provision for taxes refer to Note 8 to the Consolidated Financial Statements."}
-{"_id": "JNJ20230478", "title": "JNJ Liquidity & cash flows", "text": "Cash and cash equivalents were $21.9 billion at the end of 2023 as compared to $14.1 billion at the end of 2022."}
-{"_id": "JNJ20230486", "title": "JNJ Liquidity & cash flows", "text": "The primary sources and uses of cash that contributed to the $7.8 billion increase were: ##(Dollars in billions)## $14.1####Q4 2022 Cash and cash equivalents balance 22.8####cash generated from operating activities 0.9####net cash from investing activities (15.8)####net cash used by financing activities (0.1)####effect of exchange rate and rounding $21.9####Q4 2023 Cash and cash equivalents balance"}
-{"_id": "JNJ20230487", "title": "JNJ Liquidity & cash flows", "text": "In addition, the Company had $1.1 billion in marketable securities at the end of fiscal year 2023 and $9.4 billion at the end of fiscal year 2022. See Note 1 to the Consolidated Financial Statements for additional details on cash, cash equivalents and marketable securities."}
-{"_id": "JNJ20230496", "title": "JNJ Liquidity & cash flows", "text": "Cash flow from operations of $22.8 billion was the result of: ##(Dollars In billions)## $35.2####Net Earnings (14.9)####gain on the Kenvue separation, net gain on sale of assets/businesses and the deferred tax provision partially offset by non-cash expenses and other adjustments primarily for depreciation and amortization, stock-based compensation, asset write-downs and charge for purchase of in process research and development assets 5.6####an increase in current and non-current liabilities (3.5)####an increase in other current and non-current assets 2.3####an increase in accounts payable and accrued liabilities (1.9)####an increase in accounts receivable and inventories $22.8####Cash flow from operations"}
-{"_id": "JNJ20230505", "title": "JNJ 2023 Annual Report 33", "text": "Cash flow from investing activities of $0.9 billion was primarily due to: ##(Dollars in billions)## $(4.5)####additions to property, plant and equipment 0.4####proceeds from the disposal of assets/businesses, net (0.5)####purchases of in-process research and development assets 8.5####net sales of investments (3.0)####credit support agreements activity, net $0.9####Net cash from investing activities"}
-{"_id": "JNJ20230517", "title": "JNJ 2023 Annual Report 33", "text": "Cash flow used for financing activities of $15.8 billion was primarily due to: ##(Dollars in billions)## $(11.8)####dividends to shareholders (5.1)####repurchase of common stock (10.8)####net repayment from short and long term debt 1.1####proceeds from stock options exercised/employee withholding tax on stock awards, net (0.2)####Credit support agreements activity, net 8.0####Proceeds of short and long-term debt, net of issuance cost, related to the debt that transferred to Kenvue at separation 4.2####proceeds from Kenvue initial public offering (1.1)####Cash transferred to Kenvue at separation (0.1)####other and rounding $(15.8)####Net cash used for financing activities"}
-{"_id": "JNJ20230518", "title": "JNJ 2023 Annual Report 33", "text": "As of December 31, 2023, the Company's notes payable and long-term debt was in excess of cash, cash equivalents and marketable securities. As of December 31, 2023, the net debt position was $6.4 billion as compared to the prior year of $17.4 billion. The debt balance at the end of 2023 was $29.3 billion as compared to $39.6 billion in 2022. Considering recent market conditions, the Company has re-evaluated its operating cash flows and liquidity profile and does not foresee any significant incremental risk. The Company anticipates that operating cash flows, the ability to raise funds from external sources, borrowing capacity from existing committed credit facilities and access to the commercial paper markets will continue to provide sufficient resources to fund operating needs, including the Company's remaining balance to be paid on the agreement to settle opioid litigation for approximately $2.1 billion and the establishment of the approximately $9 billion reserve for talc matters (See Note 19 to the Consolidated Financial Statements for additional details). In addition, the Company monitors the global capital markets on an ongoing basis and from time to time may raise capital when market conditions are favorable."}
-{"_id": "JNJ20230519", "title": "JNJ 2023 Annual Report 33", "text": "On May 8, 2023, Kenvue, completed an initial public offering (the IPO) resulting in the issuance of 198,734,444 shares of its common stock, par value $0.01 per share (the Kenvue Common Stock), at an initial public offering of $22.00 per share for net proceeds of $4.2 billion. The excess of the net proceeds from the IPO over the net book value of the Johnson & Johnson divested interest was $2.5 billion and was recorded to additional paid-in capital. As of the closing of the IPO, Johnson & Johnson owned approximately 89.6% of the total outstanding shares of Kenvue Common Stock and at July 2, 2023, the non-controlling interest of $1.3 billion associated with Kenvue was reflected in equity attributable to non-controlling interests in the consolidated balance sheet."}
-{"_id": "JNJ20230520", "title": "JNJ 2023 Annual Report 33", "text": "On August 23, 2023, Johnson & Johnson completed the disposition of an additional 80.1% ownership of Kenvue Common Stock through an exchange offer, which resulted in Johnson & Johnson acquiring 190,955,436 shares of the Company\u2019s common stock in exchange for 1,533,830,450 shares of Kenvue Common Stock. The $31.4 billion of Johnson & Johnson common stock received in the exchange offer is recorded in Treasury stock. Following the exchange offer, the Company owns 9.5% of the total outstanding shares of Kenvue Common Stock that was recorded in other assets within continuing operations at the fair market value of $4.3 billion as of August 23, 2023 and $3.9 billion as of December 31, 2023."}
-{"_id": "JNJ20230522", "title": "JNJ 2023 Annual Report 33", "text": "Johnson & Johnson divested net assets of $11.6 billion as of August 23, 2023, and the accumulated other comprehensive loss attributable to the Consumer Health business at that date was $4.3 billion. Additionally, at the date of the exchange offer,"}
-{"_id": "JNJ20230523", "title": "JNJ 2023 Annual Report 33", "text": "Johnson & Johnson decreased the non-controlling interest by $1.2 billion to record the deconsolidation of Kenvue. This resulted in a gain on the exchange offer of $21.0 billion that was recorded in Net earnings from discontinued operations, net of taxes in the consolidated statements of earnings for the fiscal third quarter of 2023. This one-time gain includes a gain of $2.8 billion on the Kenvue Common Stock retained by Johnson & Johnson. The gain on the exchange offer qualifies as a tax-free transaction for U.S. federal income tax purposes."}
-{"_id": "JNJ20230524", "title": "JNJ 2023 Annual Report 33", "text": "On September 14, 2022, the Company announced that its Board of Directors approved a share repurchase program, authorizing the Company to purchase up to $5.0 billion of the Company\u2019s Common Stock. In the fiscal year 2022, approximately $2.5 billion was repurchased under the program. In the fiscal year 2023, $2.5 billion has been repurchased and the repurchase program was completed."}
-{"_id": "JNJ20230533", "title": "JNJ 2023 Annual Report 33", "text": "The following table summarizes the Company\u2019s material contractual obligations and their aggregate maturities as of December 31, 2023: To satisfy these obligations, the Company intends to use cash from operations. (Dollars in Millions)##Tax Legislation (TCJA)##Debt Obligations##Interest on Debt Obligations##Total 2024##$2,029##1,469##843##4,341 2025##2,536##1,700##789##5,025 2026##\u2014##1,997##744##2,741 2027##\u2014##2,320##736##3,056 2028##\u2014##2,325##691##3,016 After 2028##\u2014##17,539##8,706##26,245 Total##$4,565##27,350##12,509##44,424"}
-{"_id": "JNJ20230534", "title": "JNJ 2023 Annual Report 33", "text": "For tax matters, see Note 8 to the Consolidated Financial Statements."}
-{"_id": "JNJ20230537", "title": "JNJ Financing and market risk", "text": "The Company uses financial instruments to manage the impact of foreign exchange rate changes on cash flows. Accordingly, the Company enters into forward foreign exchange contracts to protect the value of certain foreign currency assets and liabilities and to hedge future foreign currency transactions primarily related to product costs. Gains or losses on these contracts are offset by the gains or losses on the underlying transactions. A 10% appreciation of the U.S. Dollar from the December 31, 2023 market rates would increase the unrealized value of the Company\u2019s forward contracts by $0.1 billion. Conversely, a 10% depreciation of the U.S. Dollar from the December 31, 2023 market rates would decrease the unrealized value of the Company\u2019s forward contracts by $0.1 billion. In either scenario, the gain or loss on the forward contract would be offset by the gain or loss on the underlying transaction, and therefore, would have no impact on future anticipated earnings and cash flows."}
-{"_id": "JNJ20230538", "title": "JNJ Financing and market risk", "text": "The Company hedges the exposure to fluctuations in currency exchange rates, and the effect on certain assets and liabilities in foreign currency, by entering into currency swap contracts. A 1% change in the spread between U.S. and foreign interest rates on the Company\u2019s interest rate sensitive financial instruments would either increase or decrease the unrealized value of the Company\u2019s swap contracts by approximately $1.6 billion. In either scenario, at maturity, the gain or loss on the swap contract would be offset by the gain or loss on the underlying transaction, and therefore, would have no impact on future anticipated cash flows."}
-{"_id": "JNJ20230539", "title": "JNJ Financing and market risk", "text": "The Company does not enter into financial instruments for trading or speculative purposes. Further, the Company has a policy of only entering into contracts with parties that have at least an investment grade credit rating. The counterparties to these contracts are major financial institutions and there is no significant concentration of exposure with any one counterparty. Management believes the risk of loss is remote. The Company entered into credit support agreements (CSA) with certain derivative counterparties establishing collateral thresholds based on respective credit ratings and netting agreements. See Note 6 to the Consolidated Financial Statements for additional details on credit support agreements."}
-{"_id": "JNJ20230540", "title": "JNJ Financing and market risk", "text": "The Company invests in both fixed rate and floating rate interest earning securities which carry a degree of interest rate risk. The fair market value of fixed rate securities may be adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than predicted if interest rates fall. A 1% (100 basis points) change in spread on the Company\u2019s interest rate sensitive investments would either increase or decrease the unrealized value of cash equivalents and current marketable securities by less than $0.8 billion."}
-{"_id": "JNJ20230541", "title": "JNJ Financing and market risk", "text": "The Company has access to substantial sources of funds at numerous banks worldwide. In September 2023, the Company secured a new 364-day Credit Facility of $10 billion, which expires on September 5, 2024. The Company early terminated the additional 364-day revolving Credit Facility of $10 billion, which had an expiration of November 21, 2023. Interest charged on borrowings under the credit line agreement is based on either Secured Overnight Financing Rate (SOFR) Reference Rate or other applicable market rate as allowed plus applicable margins. Commitment fees under the agreement are not material."}
-{"_id": "JNJ20230542", "title": "JNJ Financing and market risk", "text": "Total borrowings at the end of 2023 and 2022 were $29.3 billion and $39.6 billion, respectively. The decrease in the debt balance was due to the repayment of commercial paper. In 2023, net debt (cash and current marketable securities, net of debt) was $6.4 billion compared to net debt of $17.4 billion in 2022. Total debt represented 30.0% of total capital (shareholders\u2019 equity and total debt) in 2023 and 34.0% of total capital in 2022. Shareholders\u2019 equity per share at the end of 2023 was $28.57 compared to $29.39 at year-end 2022."}
-{"_id": "JNJ20230543", "title": "JNJ Financing and market risk", "text": "A summary of borrowings can be found in Note 7 to the Consolidated Financial Statements."}
-{"_id": "JNJ20230545", "title": "JNJ Dividends", "text": "The Company increased its dividend in 2023 for the 61st consecutive year. Cash dividends paid were $4.70 per share in 2023 and $4.45 per share in 2022."}
-{"_id": "JNJ20230547", "title": "JNJ Dividends", "text": "On January 2, 2024, the Board of Directors declared a regular cash dividend of $1.19 per share, payable on March 5, 2024 to shareholders of record as of February 20, 2024."}
-{"_id": "JNJ20230550", "title": "JNJ Critical accounting policies and estimates", "text": "Management\u2019s discussion and analysis of results of operations and financial condition are based on the Company\u2019s consolidated financial statements that have been prepared in accordance with accounting principles generally accepted in the U.S. (GAAP). The preparation of these financial statements requires that management make estimates and assumptions that affect the amounts reported for revenues, expenses, assets, liabilities and other related disclosures. Actual results may or may not differ from these estimates. The Company believes that the understanding of certain key accounting policies and estimates are essential in achieving more insight into the Company\u2019s operating results and financial condition. These key accounting policies include revenue recognition, income taxes, legal and self-insurance contingencies, valuation of long-lived assets, assumptions used to determine the amounts recorded for pensions and other employee benefit plans and accounting for stock based awards."}
-{"_id": "JNJ20230551", "title": "JNJ Critical accounting policies and estimates", "text": "Revenue Recognition: The Company recognizes revenue from product sales when obligations under the terms of a contract with the customer are satisfied; generally, this occurs with the transfer of control of the goods to customers. The Company's global payment terms are typically between 30 to 90 days. Provisions for certain rebates, sales incentives, trade promotions, coupons, product returns, discounts to customers and governmental clawback provisions are accounted for as variable consideration and recorded as a reduction in sales."}
-{"_id": "JNJ20230552", "title": "JNJ Critical accounting policies and estimates", "text": "Product discounts granted are based on the terms of arrangements with direct, indirect and other market participants, as well as market conditions, including consideration of competitor pricing. Rebates are estimated based on contractual terms, historical experience, patient outcomes, trend analysis and projected market conditions in the various markets served. The Company evaluates market conditions for products or groups of products primarily through the analysis of wholesaler and other third-party sell-through and market research data, as well as internally generated information."}
-{"_id": "JNJ20230553", "title": "JNJ Critical accounting policies and estimates", "text": "Sales returns are estimated and recorded based on historical sales and returns information. Products that exhibit unusual sales or return patterns due to dating, competition or other marketing matters are specifically investigated and analyzed as part of the accounting for sales return accruals."}
-{"_id": "JNJ20230554", "title": "JNJ Critical accounting policies and estimates", "text": "Sales returns allowances represent a reserve for products that may be returned due to expiration, destruction in the field, or in specific areas, product recall. The sales returns reserve is based on historical return trends by product and by market as a percent to gross sales. In accordance with the Company\u2019s accounting policies, the Company generally issues credit to customers for returned goods. The Company\u2019s sales returns reserves are accounted for in accordance with the U.S. GAAP guidance for revenue recognition when right of return exists. Sales returns reserves are recorded at full sales value. Sales returns in the Innovative Medicine segments are almost exclusively not resalable. Sales returns for certain franchises in the MedTech segment are typically resalable but are not material. The Company infrequently exchanges products from inventory for returned products. The sales returns reserve for the total Company has been less than 1.0% of annual net trade sales during the fiscal years 2023, 2022 and 2021."}
-{"_id": "JNJ20230555", "title": "JNJ Critical accounting policies and estimates", "text": "Promotional programs, such as product listing allowances are recorded in the same period as related sales and include volume-based sales incentive programs. Volume-based incentive programs are based on the estimated sales volumes for the incentive period and are recorded as products are sold. These arrangements are evaluated to determine the appropriate amounts to be deferred or recorded as a reduction of revenue. The Company also earns profit-share payments through collaborative arrangements of certain products, which are included in sales to customers. Profit-share payments were less than 2.0% of the total revenues in fiscal year 2023 and less than 3.0% of the total revenues in fiscal year 2022 and 2021 are included in sales to customers."}
-{"_id": "JNJ20230556", "title": "JNJ Critical accounting policies and estimates", "text": "In addition, the Company enters into collaboration arrangements that contain multiple revenue generating activities. Amounts due from collaborative partners for these arrangements are recognized as each activity is performed or delivered, based on the relative selling price. Upfront fees received as part of these arrangements are deferred and recognized over the performance period. See Note 1 to the Consolidated Financial Statements for additional disclosures on collaborations."}
-{"_id": "JNJ20230557", "title": "JNJ Critical accounting policies and estimates", "text": "Reasonably likely changes to assumptions used to calculate the accruals for rebates, returns and promotions are not anticipated to have a material effect on the financial statements. The Company currently discloses the impact of changes to assumptions in the quarterly or annual filing in which there is a material financial statement impact."}
-{"_id": "JNJ20230559", "title": "JNJ 2023 Annual Report 37", "text": "Below are tables that show the progression of accrued rebates, returns, promotions, reserve for doubtful accounts and reserve for cash discounts by segment of business for the fiscal years ended December 31, 2023 and January 1, 2023."}
-{"_id": "JNJ20230577", "title": "JNJ Innovative Medicine segment", "text": " (Dollars in Millions)##Balance at Beginning of Period##Accruals##Payments/ Credits(2)##Balance at End of Period 2023######## Accrued rebates (1)##$12,289##47,523##(45,151)##14,661 Accrued returns##649##332##(347)##634 Accrued promotions##1##12##(7)##6 Subtotal##$12,939##47,867##(45,505)##15,301 Reserve for doubtful accounts##44##0##(11)##33 Reserve for cash discounts##110##1,386##(1,385)##111 Total##$13,093##49,253##(46,901)##15,445 2022######## Accrued rebates (1)##$10,331##43,026##(41,068)##12,289 Accrued returns##520##444##(315)##649 Accrued promotions##3##5##(7)##1 Subtotal##$10,854##43,475##(41,390)##12,939 Reserve for doubtful accounts##50##0##(6)##44 Reserve for cash discounts##94##1,281##(1,265)##110 Total##$10,998##44,756##(42,661)##13,093"}
-{"_id": "JNJ20230580", "title": "JNJ Innovative Medicine segment (2)Includes prior period adjustments", "text": "(1)Includes reserve for customer rebates of $165 million at December 31, 2023 and $203 million at January 1, 2023, recorded as a contra asset."}
-{"_id": "JNJ20230598", "title": "JNJ MedTech segment", "text": " (Dollars in Millions)##Balance at Beginning of Period##Accruals##Payments/ Credits##Balance at End of Period 2023######## Accrued rebates(1)##$1,470##6,241##(6,256)##1,455 Accrued returns##134##555##(564)##125 Accrued promotions##43##74##(92)##25 Subtotal##$1,647##6,870##(6,912)##1,605 Reserve for doubtful accounts##125##33##(25)##133 Reserve for cash discounts##9##96##(100)##5 Total##$1,781##6,999##(7,037)##1,743 2022######## Accrued rebates(1)##$1,446##6,131##(6,107)##1,470 Accrued returns##134##531##(531)##134 Accrued promotions##54##102##(113)##43 Subtotal##$1,634##6,764##(6,751)##1,647 Reserve for doubtful accounts##148##6##(29)##125 Reserve for cash discounts##10##99##(100)##9 Total##$1,792##6,869##(6,880)##1,781"}
-{"_id": "JNJ20230599", "title": "JNJ MedTech segment", "text": "(1)Includes reserve for customer rebates of $740 million at December 31, 2023 and $802 million at January 1, 2023, recorded as a contra asset."}
-{"_id": "JNJ20230600", "title": "JNJ MedTech segment", "text": "Income Taxes: Income taxes are recorded based on amounts refundable or payable for the current year and include the results of any difference between U.S. GAAP accounting and tax reporting, recorded as deferred tax assets or liabilities. The Company estimates deferred tax assets and liabilities based on enacted tax regulations and rates. Future changes in tax laws and rates may affect recorded deferred tax assets and liabilities."}
-{"_id": "JNJ20230601", "title": "JNJ MedTech segment", "text": "The Company has unrecognized tax benefits for uncertain tax positions. The Company follows U.S. GAAP, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management believes that changes in these estimates would not have a material effect on the Company's results of operations, cash flows or financial position."}
-{"_id": "JNJ20230602", "title": "JNJ MedTech segment", "text": "The Company has recorded deferred tax liabilities on all undistributed earnings prior to December 31, 2017 from its international subsidiaries. The Company has not provided deferred taxes on the undistributed earnings subsequent to January 1, 2018 from certain international subsidiaries where the earnings are considered to be indefinitely reinvested. The Company intends to continue to reinvest these earnings in those international operations. If the Company decides at a later date to repatriate these earnings to the U.S., the Company would be required to provide for the net tax effects on these amounts. The Company estimates that the tax effect of this repatriation would be approximately $0.5 billion under currently enacted tax laws and regulations and at current currency exchange rates. This amount does not include the possible benefit of U.S. foreign tax credits, which may substantially offset this cost."}
-{"_id": "JNJ20230603", "title": "JNJ MedTech segment", "text": "See Note 1 and Note 8 to the Consolidated Financial Statements for further information regarding income taxes."}
-{"_id": "JNJ20230604", "title": "JNJ MedTech segment", "text": "Legal and Self Insurance Contingencies: The Company records accruals for various contingencies, including legal proceedings and product liability claims as these arise in the normal course of business. The accruals are based on management\u2019s judgment as to the probability of losses and, where applicable, actuarially determined estimates. The Company has self insurance through a wholly-owned captive insurance company. In addition to accruals in the self insurance program, claims that exceed the insurance coverage are accrued when losses are probable and amounts can be reasonably estimated."}
-{"_id": "JNJ20230605", "title": "JNJ MedTech segment", "text": "The Company follows the provisions of U.S. GAAP when recording litigation related contingencies. A liability is recorded when a loss is probable and can be reasonably estimated."}
-{"_id": "JNJ20230607", "title": "JNJ 2023 Annual Report 39", "text": "See Notes 1 and 19 to the Consolidated Financial Statements for further information regarding product liability and legal proceedings."}
-{"_id": "JNJ20230608", "title": "JNJ 2023 Annual Report 39", "text": "Long-Lived and Intangible Assets: The Company assesses changes, both qualitatively and quantitatively, in economic conditions and makes assumptions regarding estimated future cash flows in evaluating the value of the Company\u2019s property, plant and equipment, goodwill and intangible assets. As these assumptions and estimates may change over time, it may or may not be necessary for the Company to record impairment charges."}
-{"_id": "JNJ20230609", "title": "JNJ 2023 Annual Report 39", "text": "Employee Benefit Plans: The Company sponsors various retirement and pension plans, including defined benefit, defined contribution and termination indemnity plans, which cover most employees worldwide. These plans are based on assumptions for the discount rate, expected return on plan assets, mortality rates, expected salary increases, healthcare cost trend rates and attrition rates. See Note 10 to the Consolidated Financial Statements for further details on these rates."}
-{"_id": "JNJ20230610", "title": "JNJ 2023 Annual Report 39", "text": "Stock Based Compensation: The Company recognizes compensation expense associated with the issuance of equity instruments to employees for their services. Based on the type of equity instrument, the fair value is estimated on the date of grant using either the Black-Scholes option valuation model or a combination of both the Black-Scholes option valuation model and Monte Carlo valuation model, and is expensed in the financial statements over the service period. The input assumptions used in determining fair value are the expected life, expected volatility, risk-free rate and expected dividend yield. For performance share units, the fair market value is calculated for the two component goals at the date of grant: adjusted operational earnings per share and relative total shareholder return. The fair values for the earnings per share goal of each performance share unit was estimated on the date of grant using the fair market value of the shares at the time of the award, discounted for dividends, which are not paid on the performance share units during the vesting period. The fair value for the relative total shareholder return goal of each performance share unit was estimated on the date of grant using the Monte Carlo valuation model. See Note 16 to the Consolidated Financial Statements for additional information."}
-{"_id": "JNJ20230613", "title": "JNJ New accounting pronouncements", "text": "Refer to Note 1 to the Consolidated Financial Statements for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of December 31, 2023."}
-{"_id": "JNJ20230615", "title": "JNJ Economic and market factors", "text": "The Company is aware that its products are used in an environment where, for more than a decade, policymakers, consumers and businesses have expressed concerns about the rising cost of healthcare. In response to these concerns, the Company has a long-standing policy of pricing products responsibly. For the period 2013 - 2023, in the U.S., the weighted average compound annual growth rate of the Company\u2019s net price increases for healthcare products (prescription and over-the-counter drugs, hospital and professional products) was below the U.S. Consumer Price Index (CPI)."}
-{"_id": "JNJ20230616", "title": "JNJ Economic and market factors", "text": "The Company operates in certain countries where the economic conditions continue to present significant challenges. The Company continues to monitor these situations and take appropriate actions. Inflation rates continue to have an effect on worldwide economies and, consequently, on the way companies operate. The Company has accounted for operations in Argentina, Venezuela and Turkey (beginning in the fiscal second quarter of 2022) as highly inflationary, as the prior three-year cumulative inflation rate surpassed 100%. This did not have a material impact to the Company's results in the period. In the face of increasing costs, the Company strives to maintain its profit margins through cost reduction programs, productivity improvements and periodic price increases."}
-{"_id": "JNJ20230617", "title": "JNJ Economic and market factors", "text": "In December 2023, the Argentine government devalued the peso by approximately 50%. During 2023, the Company recorded a charge of approximately $130 million related to operations in Argentina due to the application of highly inflationary accounting. As of December 31, 2023, the Company\u2019s Argentine subsidiaries represented less than 1.0% of the Company's consolidated assets, liabilities, revenues and profits from continuing operations; therefore, the effect of a change in the exchange rate is not expected to have a material adverse effect on the Company's 2024 full-year results."}
-{"_id": "JNJ20230618", "title": "JNJ Economic and market factors", "text": "In July 2023, Janssen Pharmaceuticals, Inc. (Janssen) filed litigation against the U.S. Department of Health and Human Services as well as the Centers for Medicare and Medicaid Services challenging the constitutionality of the Inflation Reduction Act\u2019s (IRA) Medicare Drug Price Negotiation Program. The litigation requests a declaration that the IRA violates Janssen\u2019s rights under the First Amendment and the Fifth Amendment to the Constitution and therefore that Janssen is not subject to the IRA\u2019s mandatory pricing scheme."}
-{"_id": "JNJ20230620", "title": "JNJ Russia-Ukraine War", "text": "Although the long-term implications of Russia\u2019s invasion of Ukraine are difficult to predict at this time, the financial impact of the conflict in the fiscal year 2023, including accounts receivable or inventory reserves, was not material. As of and for each of the fiscal years ending December 31, 2023 and January 1, 2023, the business of the Company\u2019s Russian subsidiaries represented less than 1% of the Company\u2019s consolidated assets and represented 1% of revenues. The Company does not maintain Ukraine subsidiaries subsequent to the Kenvue separation."}
-{"_id": "JNJ20230621", "title": "JNJ Russia-Ukraine War", "text": "In early March of 2022, the Company took steps to suspend all advertising, enrollment in clinical trials, and any additional investment in Russia. The Company continues to supply products relied upon by patients for healthcare purposes."}
-{"_id": "JNJ20230623", "title": "JNJ Conflict in the Middle East", "text": "Although the long-term implications of Israel's conflict are difficult to predict at this time, the financial impact of the conflict in the fiscal year 2023, including accounts receivable or inventory reserves, was not material. As of and for the fiscal year ending December 31, 2023, the business of the Company\u2019s Israel subsidiaries represented 1% of the Company\u2019s consolidated assets and represented less than 1% of revenues."}
-{"_id": "JNJ20230624", "title": "JNJ Conflict in the Middle East", "text": "The Company is exposed to fluctuations in currency exchange rates. A 1% change in the value of the U.S. Dollar as compared to all foreign currencies in which the Company had sales, income or expense in 2023 would have increased or decreased the translation of foreign sales by approximately $0.4 billion and net income by approximately $0.2 billion."}
-{"_id": "JNJ20230625", "title": "JNJ Conflict in the Middle East", "text": "Governments around the world consider various proposals to make changes to tax laws, which may include increasing or decreasing existing statutory tax rates. In connection with various government initiatives, companies are required to disclose more information to tax authorities on operations around the world, which may lead to greater audit scrutiny of profits earned in other countries. A change in statutory tax rate in any country would result in the revaluation of the Company\u2019s deferred tax assets and liabilities related to that particular jurisdiction in the period in which the new tax law is enacted. This change would result in an expense or benefit recorded to the Company\u2019s Consolidated Statement of Earnings. The Company closely monitors these proposals as they arise in the countries where it operates. Changes to the statutory tax rate may occur at any time, and any related expense or benefit recorded may be material to the fiscal quarter and year in which the law change is enacted."}
-{"_id": "JNJ20230626", "title": "JNJ Conflict in the Middle East", "text": "The Company faces various worldwide healthcare changes that may continue to result in pricing pressures that include healthcare cost containment and government legislation relating to sales, promotions, pricing and reimbursement of healthcare products."}
-{"_id": "JNJ20230627", "title": "JNJ Conflict in the Middle East", "text": "Changes in the behavior and spending patterns of purchasers of healthcare products and services, including delaying medical procedures, rationing prescription medications, reducing the frequency of physician visits and foregoing healthcare insurance coverage may continue to impact the Company\u2019s businesses."}
-{"_id": "JNJ20230629", "title": "JNJ 2023 Annual Report 41", "text": "The Company also operates in an environment increasingly hostile to intellectual property rights. Firms have filed Abbreviated New Drug Applications or Biosimilar Biological Product Applications with the U.S. FDA or otherwise challenged the coverage and/or validity of the Company's patents, seeking to market generic or biosimilar forms of many of the Company\u2019s key pharmaceutical products prior to expiration of the applicable patents covering those products. In the event the Company is not successful in defending the patent claims challenged in the resulting lawsuits, generic or biosimilar versions of the products at issue will be introduced to the market, resulting in the potential for substantial market share and revenue losses for those products, and which may result in a non-cash impairment charge in any associated intangible asset. There is also a risk that one or more competitors could launch a generic or biosimilar version of the product at issue following regulatory approval even though one or more valid patents are in place."}
-{"_id": "JNJ20230631", "title": "JNJ Legal proceedings", "text": "Johnson & Johnson and certain of its subsidiaries are involved in various lawsuits and claims regarding product liability, intellectual property, commercial, employment, indemnification and other matters; governmental investigations; and other legal proceedings that arise from time to time in the ordinary course of business."}
-{"_id": "JNJ20230632", "title": "JNJ Legal proceedings", "text": "The Company records accruals for loss contingencies associated with these legal matters when it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated. As of December 31, 2023, the Company has determined that the liabilities associated with certain litigation matters are probable and can be reasonably estimated. The Company has accrued for these matters and will continue to monitor each related legal issue and adjust accruals as might be warranted based on new information and further developments in accordance with ASC 450-20-25, Contingencies. For these and other litigation and regulatory matters discussed below for which a loss is probable or reasonably possible, the Company is unable to estimate the possible loss or range of loss beyond the amounts accrued. Amounts accrued for legal contingencies often result from a complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions including timing of related payments. The ability to make such estimates and judgments can be affected by various factors including, among other things, whether damages sought in the proceedings are unsubstantiated or indeterminate; scientific and legal discovery has not commenced or is not complete; proceedings are in early stages; matters present legal uncertainties; there are significant facts in dispute; procedural or jurisdictional issues; the uncertainty and unpredictability of the number of potential claims; ability to achieve comprehensive multi-party settlements; complexity of related cross-claims and counterclaims; and/or there are numerous parties involved. To the extent adverse awards, judgments or verdicts have been rendered against the Company, the Company does not record an accrual until a loss is determined to be probable and can be reasonably estimated."}
-{"_id": "JNJ20230633", "title": "JNJ Legal proceedings", "text": "In the Company's opinion, based on its examination of these matters, its experience to date and discussions with counsel, the ultimate outcome of legal proceedings, net of liabilities accrued in the Company's balance sheet, is not expected to have a material adverse effect on the Company's financial position. However, the resolution of, or increase in accruals for, one or more of these matters in any reporting period may have a material adverse effect on the Company's results of operations and cash flows for that period."}
-{"_id": "JNJ20230634", "title": "JNJ Legal proceedings", "text": "See Note 19 to the Consolidated Financial Statements included in Item 8 of this report for further information regarding legal proceedings."}
-{"_id": "JNJ20230636", "title": "JNJ Common stock", "text": "The Company\u2019s Common Stock is listed on the New York Stock Exchange under the symbol JNJ. As of February 9, 2024, there were 118,772 record holders of Common Stock of the Company."}
-{"_id": "JNJ20230639", "title": "JNJ Quantitative and qualitative disclosures about market risk", "text": "The information called for by this item is incorporated herein by reference to Item 7. Management\u2019s discussion and analysis of results of operations and financial condition - Liquidity and capital resources - Financing and market risk of this Report; and Note 1 Summary of significant accounting policies - Financial instruments of the Notes to Consolidated Financial Statements included in Item 8 of this Report."}
-{"_id": "JNJ20230646", "title": "JNJ Index to audited Consolidated Financial Statements", "text": " Consolidated balance sheets##44 Consolidated statements of earnings##45 Consolidated statements of comprehensive income##46 Consolidated statements of equity##47 Consolidated statements of cash flows##48"}
-{"_id": "JNJ20230649", "title": "JNJ Notes to consolidated financial statements##50", "text": " Report of independent registered public accounting firm (PCAOB ID 238)##106 Management\u2019s report on internal control over financial reporting##109"}
-{"_id": "JNJ20230696", "title": "JNJ At December 31, 2023 and January 1, 2023", "text": "(Dollars in Millions Except Share and Per Share Amounts) (Note 1) ##2023##2022 Assets#### Current assets#### Cash and cash equivalents (Notes 1 and 2)##$21,859##12,889 Marketable securities (Notes 1 and 2)##1,068##9,392 Accounts receivable trade, less allowances $166 (2022, $169)##14,873##14,039 Inventories (Notes 1 and 3)##11,181##10,268 Prepaid expenses and other receivables##4,514##2,876 Current assets of discontinued operations (Note 21)##\u2014##5,830 Total current assets##53,495##55,294 Property, plant and equipment, net (Notes 1 and 4)##19,898##17,982 Intangible assets, net (Notes 1 and 5)##34,175##38,489 Goodwill (Notes 1 and 5)##36,558##36,047 Deferred taxes on income (Note 8)##9,279##8,947 Other assets##14,153##9,212 Noncurrent assets of discontinued operations (Note 21)##\u2014##21,407 Total assets##$167,558##187,378 Liabilities and Shareholders\u2019 Equity#### Current liabilities#### Loans and notes payable (Note 7)##$3,451##12,756 Accounts payable##9,632##9,889 Accrued liabilities##10,212##10,719 Accrued rebates, returns and promotions##16,001##13,579 Accrued compensation and employee related obligations##3,993##3,049 Accrued taxes on income (Note 8)##2,993##2,220 Current liabilities of discontinued operations (Note 21)##\u2014##3,590 Total current liabilities##46,282##55,802 Long-term debt (Note 7)##25,881##26,886 Deferred taxes on income (Note 8)##3,193##3,991 Employee related obligations (Notes 9 and 10)##7,149##6,542 Long-term taxes payable (Note 1)##2,881##4,306 Other liabilities##13,398##10,146 Noncurrent liabilities of discontinued operations (Note 21)##\u2014##2,901 Total liabilities##98,784##110,574 Commitments and Contingencies (Note 19)#### Shareholders\u2019 equity#### Preferred stock \u2014 without par value (authorized and unissued 2,000,000 shares)##\u2014##\u2014 Common stock \u2014 par value $1.00 per share (Note 12) (authorized 4,320,000,000 shares; issued 3,119,843,000 shares)##3,120##3,120 Accumulated other comprehensive income (loss) (Note 13)##(12,527)##(12,967) Retained earnings and Additional-paid-in-capital##153,843##128,345 Less: common stock held in treasury, at cost (Note 12) (712,765,000 shares and 506,246,000 shares)##75,662##41,694 Total shareholders\u2019 equity##68,774##76,804 Total liabilities and shareholders\u2019 equity##$167,558##187,378"}
-{"_id": "JNJ20230726", "title": "JNJ Johnson & Johnson and subsidiaries consolidated statements of earnings", "text": "(Dollars and Shares in Millions Except Per Share Amounts) (Note 1) ##2023##2022##2021 Sales to customers##$85,159##79,990##78,740 Cost of products sold##26,553##24,596##23,402 Gross profit##58,606##55,394##55,338 Selling, marketing and administrative expenses##21,512##20,246##20,118 Research and development expense##15,085##14,135##14,277 In-process research and development impairments##313##783##900 Interest income##(1,261)##(490)##(53) Interest expense, net of portion capitalized (Note 4)##772##276##183 Other (income) expense, net##6,634##810##526 Restructuring (Note 20)##489##275##209 Earnings before provision for taxes on income##15,062##19,359##19,178 Provision for taxes on income (Note 8)##1,736##2,989##1,377 Net earnings from continuing operations##13,326##16,370##17,801 Net earnings from discontinued operations, net of tax (Note 21)##21,827##1,571##3,077 Net earnings##$35,153##17,941##20,878 Net earnings per share (Notes 1 and 15)###### Continuing operations - basic##$5.26##6.23##6.76 Discontinued operations - basic##$8.62##0.60##1.17 Total net earnings per share - basic##$13.88##6.83##7.93 Continuing operations - diluted##$5.20##6.14##6.66 Discontinued operations - diluted##$8.52##0.59##1.15 Total net earnings per share - diluted##$13.72##6.73##7.81 Average shares outstanding (Notes 1 and 15)###### Basic##2,533.5##2,625.2##2,632.1 Diluted##2,560.4##2,663.9##2,674.0"}
-{"_id": "JNJ20230750", "title": "JNJ Johnson & Johnson and subsidiaries consolidated statements of comprehensive income (Dollars in Millions) (Note 1)", "text": " ##2023##2022##2021 Net earnings##$35,153##17,941##20,878 Other comprehensive income (loss), net of tax###### Foreign currency translation##(3,221)##(1,796)##(1,079) Securities:###### Unrealized holding gain (loss) arising during period##26##(24)##(4) Reclassifications to earnings##\u2014##\u2014##\u2014 Net change##26##(24)##(4) Employee benefit plans:###### Prior service credit (cost), net of amortization##(149)##(160)##(169) Gain (loss), net of amortization##(1,183)##1,854##4,318 Consumer settlement/ curtailment##23##\u2014##\u2014 Effect of exchange rates##(90)##111##106 Net change##(1,399)##1,805##4,255 Derivatives & hedges:###### Unrealized gain (loss) arising during period##422##454##(199) Reclassifications to earnings##(569)##(348)##(789) Net change##(147)##106##(988) Other comprehensive income (loss)##(4,741)##91##2,184 Comprehensive income##$30,412##18,032##23,062"}
-{"_id": "JNJ20230751", "title": "JNJ Johnson & Johnson and subsidiaries consolidated statements of comprehensive income (Dollars in Millions) (Note 1)", "text": "The tax effects in other comprehensive income for the fiscal years 2023, 2022 and 2021 respectively: Foreign Currency Translation; $797 million, $460 million and $346 million; Employee Benefit Plans: $289 million, $461 million and $1,198 million, Derivatives & Hedges: $39 million, $30 million and $263 million."}
-{"_id": "JNJ20230778", "title": "JNJ Johnson & Johnson and subsidiaries consolidated statements of equity (Dollars in Millions) (Note 1)", "text": " ##Total##Retained Earnings and Additional paid-in capital##Accumulated Other Comprehensive Income (Loss)##Common Stock Issued Amount##Treasury Stock Amount Balance, January 3, 2021##$63,278##113,890##(15,242)##3,120##(38,490) Net earnings##20,878##20,878###### Cash dividends paid ($4.19 per share)##(11,032)##(11,032)###### Employee compensation and stock option plans##2,171##(676)######2,847 Repurchase of common stock##(3,456)########(3,456) Other comprehensive income (loss), net of tax##2,184####2,184#### Balance, January 2, 2022##74,023##123,060##(13,058)##3,120##(39,099) Net earnings##17,941##17,941###### Cash dividends paid ($4.45 per share)##(11,682)##(11,682)###### Employee compensation and stock option plans##2,466##(974)######3,440 Repurchase of common stock##(6,035)########(6,035) Other comprehensive income (loss), net of tax##91####91#### Balance, January 1, 2023##76,804##128,345##(12,967)##3,120##(41,694) Net earnings##35,153##35,153###### Cash dividends paid ($4.70 per share)##(11,770)##(11,770)###### Employee compensation and stock option plans##2,193##(336)######2,529 Repurchase of common stock##(5,054)########(5,054) Other##(25)########(25) Kenvue Separation /IPO (Note 21)##(23,786)##2,451##5,181####(31,418) Other comprehensive income (loss), net of tax##(4,741)####(4,741)#### Balance, December 31, 2023##$68,774##153,843##(12,527)##3,120##(75,662)"}
-{"_id": "JNJ20230846", "title": "JNJ Johnson & Johnson and subsidiaries consolidated statements of cash flows (Dollars in Millions) (Note 1)", "text": " ##2023##2022##2021 Cash flows from operating activities###### Net earnings##$35,153##17,941##20,878 Adjustments to reconcile net earnings to cash flows from operating activities:###### Depreciation and amortization of property and intangibles##7,486##6,970##7,390 Stock based compensation##1,162##1,138##1,135 Asset write-downs##1,295##1,216##989 Charge for purchase of in-process research and development assets##483##\u2014##\u2014 Gain on Kenvue separation##(20,984)##\u2014##\u2014 Net gain on sale of assets/businesses##(117)##(380)##(617) Deferred tax provision##(4,194)##(1,663)##(2,079) Credit losses and accounts receivable allowances##\u2014##(17)##(48) Changes in assets and liabilities, net of effects from acquisitions and divestitures:###### Increase in accounts receivable##(624)##(1,290)##(2,402) Increase in inventories##(1,323)##(2,527)##(1,248) Increase in accounts payable and accrued liabilities##2,346##1,098##2,437 (Increase)/Decrease in other current and non-current assets##(3,480)##687##(1,964) Increase/(Decrease) in other current and non-current liabilities##5,588##(1,979)##(1,061) Net cash flows from operating activities##22,791##21,194##23,410 Cash flows from investing activities###### Additions to property, plant and equipment##(4,543)##(4,009)##(3,652) Proceeds from the disposal of assets/businesses, net##358##543##711 Acquisitions, net of cash acquired (Note 18)##\u2014##(17,652)##(60) Purchases of in-process research and development assets (Note 18)##(470)##\u2014##\u2014 Purchases of investments##(10,906)##(32,384)##(30,394) Sales of investments##19,390##41,609##25,006 Credit support agreements activity, net##(2,963)##(249)##214 Other (including capitalized licenses and milestones)##12##(229)##(508) Net cash from/(used) by investing activities##878##(12,371)##(8,683) Cash flows from financing activities###### Dividends to shareholders##(11,770)##(11,682)##(11,032) Repurchase of common stock##(5,054)##(6,035)##(3,456) Proceeds from short-term debt##13,743##16,134##1,997 Repayment of short-term debt##(22,973)##(6,550)##(1,190) Proceeds from long-term debt, net of issuance costs##\u2014##2##5 Repayment of long-term debt##(1,551)##(2,134)##(1,802) Proceeds from the exercise of stock options/employee withholding tax on stock awards, net##1,094##1,329##1,036 Credit support agreements activity, net##(219)##(28)##281 ##2023##2022##2021 Proceeds of short and long-term debt, net of issuance cost, related to the debt that transferred to Kenvue at separation##8,047##\u2014##\u2014 Proceeds from Kenvue initial public offering##4,241##\u2014##\u2014 Cash transferred to Kenvue at separation##(1,114)##\u2014##\u2014 Other##(269)##93##114 Net cash used by financing activities##(15,825)##(8,871)##(14,047) Effect of exchange rate changes on cash and cash equivalents##(112)##(312)##(178) Increase/(Decrease) in cash and cash equivalents##7,732##(360)##502 Cash and cash equivalents from continuing operations, beginning of period##12,889##13,309##12,697 Cash and cash equivalents from discontinued operations, beginning of period##1,238##1,178##1,288 Cash and cash equivalents, beginning of year (Note 1)##14,127##14,487##13,985 Cash and cash equivalents from continuing operations, end of period##21,859##12,889##13,309 Cash and cash equivalents from discontinued operations, end of period##\u2014##1,238##1,178 Cash and cash equivalents, end of year (Note 1)##$21,859##14,127##14,487 Supplemental cash flow data###### Cash paid during the year for:###### Interest##$1,836##982##990 Interest, net of amount capitalized##1,766##933##941 Income taxes, inclusive of discontinued operations##8,574##5,223##4,768 Supplemental schedule of non-cash investing and financing activities###### Treasury stock issued for employee compensation and stock option plans, net of cash proceeds/ employee withholding tax on stock awards##$1,435##2,114##1,811 Acquisitions###### Fair value of assets acquired##$\u2014##18,710##61 Fair value of liabilities assumed##\u2014##(1,058)##(1) Net cash paid for acquisitions (Note 18)##$\u2014##17,652##60"}
-{"_id": "JNJ20230848", "title": "JNJ See Notes to Consolidated Financial Statements", "text": "Amounts presented have not been recast to exclude discontinued operations."}
-{"_id": "JNJ20230853", "title": "JNJ Principles of consolidation", "text": "The consolidated financial statements include the accounts of Johnson & Johnson and its subsidiaries (the Company). Intercompany accounts and transactions are eliminated. Columns and rows within tables may not add due to rounding. Percentages have been calculated using actual, non-rounded figures."}
-{"_id": "JNJ20230855", "title": "JNJ Description of the company and business segments", "text": "The Company has approximately 131,900 employees worldwide engaged in the research and development, manufacture and sale of a broad range of products in the healthcare field. The Company conducts business in virtually all countries of the world and its primary focus is on products related to human health and well-being."}
-{"_id": "JNJ20230857", "title": "JNJ Kenvue IPO/separation and discontinued operations", "text": "On May 8, 2023, Kenvue, completed an initial public offering (the IPO) resulting in the issuance of 198,734,444 shares of its common stock, par value $0.01 per share (the \u201cKenvue Common Stock\u201d), at an initial public offering of $22.00 per share for net proceeds of $4.2 billion. The excess of the net proceeds from the IPO over the net book value of the Johnson & Johnson divested interest was $2.5 billion and was recorded to additional paid-in capital. As of the closing of the IPO, Johnson & Johnson owned approximately 89.6% of the total outstanding shares of Kenvue Common Stock and at July 2, 2023, the non-controlling interest of $1.3 billion associated with Kenvue was reflected in equity attributable to non-controlling interests in the consolidated balance sheet in the fiscal second quarter of 2023."}
-{"_id": "JNJ20230858", "title": "JNJ Kenvue IPO/separation and discontinued operations", "text": "On August 23, 2023, Johnson & Johnson completed the disposition of an additional 80.1% ownership of the shares of Kenvue through an exchange offer. Following the exchange offer, the Company owns 9.5% of the shares of Kenvue which are accounted for as an equity investment carried at fair value within continuing operations. The historical results of the Consumer Health business (which previously represented the Consumer Health business segment) are reflected as discontinued operations in the Company\u2019s Consolidated Financial Statements through the date of the exchange offer (see Note 21 for additional details). Unless otherwise indicated, the information in the notes to the Consolidated Financial Statements refer only to Johnson & Johnson\u2019s continuing operations."}
-{"_id": "JNJ20230860", "title": "JNJ Business segments", "text": "Following the completion of the exchange offer, the Company is organized into two business segments: Innovative Medicine and MedTech. The Innovative Medicine segment is focused on the following therapeutic areas, including Immunology, Infectious diseases, Neuroscience, Oncology, Pulmonary Hypertension, and Cardiovascular and Metabolic diseases. Products in this segment are distributed directly to retailers, wholesalers, distributors, hospitals and healthcare professionals for prescription use. The MedTech segment includes a broad portfolio of products used in the Orthopaedic, Surgery, Interventional Solutions and Vision fields. These products are distributed to wholesalers, hospitals and retailers, and used principally in the professional fields by physicians, nurses, hospitals, eye care professionals and clinics."}
-{"_id": "JNJ20230863", "title": "JNJ Recently adopted accounting standards", "text": "ASU 2022-04: Liabilities-Supplier Finance Programs (Topic 405-50) \u2013 Disclosure of Supplier Finance Program Obligations"}
-{"_id": "JNJ20230864", "title": "JNJ Recently adopted accounting standards", "text": "The Company adopted the standard as of the beginning of fiscal year 2023, which requires that a buyer in a supplier finance program disclose additional information about the program for financial statement users."}
-{"_id": "JNJ20230866", "title": "JNJ Recently adopted accounting standards", "text": "The Company has agreements for supplier finance programs with third-party financial institutions. These programs provide participating suppliers the ability to finance payment obligations from the Company with the third-party financial institutions. The Company is not a party to the arrangements between the suppliers and the third-party financial institutions. The Company\u2019s obligations to its suppliers, including amounts due, and scheduled payment dates (which have general payment terms of 90 days), are not affected by a participating supplier\u2019s decision to participate in the program."}
-{"_id": "JNJ20230867", "title": "JNJ Recently adopted accounting standards", "text": "As of both December 31, 2023, and January 1, 2023, $0.7 billion were valid obligations under the program. The obligations are presented as Accounts payable on the Consolidated Balance Sheets."}
-{"_id": "JNJ20230870", "title": "JNJ Not adopted as of December 31, 2023", "text": "ASU 2023-07: Segment Reporting (Topic 280) \u2013 Improvements to Reportable Segment Disclosures"}
-{"_id": "JNJ20230871", "title": "JNJ Not adopted as of December 31, 2023", "text": "This update requires expanded annual and interim disclosures for significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. This update will be effective for fiscal years beginning after December 15, 2023, and is to be applied retrospectively to all periods presented in the financial statements. Early adoption is permitted. As this accounting standard only impacts disclosures, it will not have a material impact on the Company\u2019s Consolidated Financial Statements."}
-{"_id": "JNJ20230872", "title": "JNJ Not adopted as of December 31, 2023", "text": "ASU 2023-09: Income Taxes (Topic 740) - Improvements to Income Tax Disclosures"}
-{"_id": "JNJ20230873", "title": "JNJ Not adopted as of December 31, 2023", "text": "This update standardizes categories for the effective tax rate reconciliation, requires disaggregation of income taxes and additional income tax-related disclosures. This update is required to be effective for the Company for fiscal periods beginning after December 15, 2024. As this accounting standard only impacts disclosures, it will not have a material impact on the Company\u2019s Consolidated Financial Statements."}
-{"_id": "JNJ20230875", "title": "JNJ Cash equivalents", "text": "The Company classifies all highly liquid investments with stated maturities of three months or less from date of purchase as cash equivalents and all highly liquid investments with stated maturities of greater than three months from the date of purchase as current marketable securities. The Company has a policy of making investments only with commercial institutions that have at least an investment grade credit rating. The Company invests its cash primarily in government securities and obligations, corporate debt securities, money market funds and reverse repurchase agreements (RRAs)."}
-{"_id": "JNJ20230876", "title": "JNJ Cash equivalents", "text": "RRAs are collateralized by deposits in the form of Government Securities and Obligations for an amount not less than 102% of their value. The Company does not record an asset or liability as the Company is not permitted to sell or repledge the associated collateral. The Company has a policy that the collateral has at least an A (or equivalent) credit rating. The Company utilizes a third party custodian to manage the exchange of funds and ensure that collateral received is maintained at 102% of the value of the RRAs on a daily basis. RRAs with stated maturities of greater than three months from the date of purchase are classified as marketable securities."}
-{"_id": "JNJ20230878", "title": "JNJ Investments", "text": "Investments classified as held to maturity investments are reported at amortized cost and realized gains or losses are reported in earnings. Investments classified as available-for-sale debt securities are carried at estimated fair value with unrealized gains and losses recorded as a component of accumulated other comprehensive income. Available-for-sale securities available for current operations are classified as current assets; otherwise, they are classified as long term. Management determines the appropriate classification of its investment in debt and equity securities at the time of purchase and re-evaluates such determination at each balance sheet date. The Company reviews its investments for impairment and adjusts these investments to fair value through earnings, as required."}
-{"_id": "JNJ20230883", "title": "JNJ Property, plant and equipment and depreciation", "text": "Property, plant and equipment are stated at cost. The Company utilizes the straight-line method of depreciation over the estimated useful lives of the assets: Building and building equipment 30 years Land and leasehold improvements 10 - 20 years Machinery and equipment 2 - 13 years"}
-{"_id": "JNJ20230884", "title": "JNJ Property, plant and equipment and depreciation", "text": "The Company capitalizes certain computer software and development costs, included in machinery and equipment, when incurred in connection with developing or obtaining computer software for internal use. Capitalized software costs are amortized over the estimated useful lives of the software, which generally range from 3 to 8 years."}
-{"_id": "JNJ20230885", "title": "JNJ Property, plant and equipment and depreciation", "text": "The Company reviews long-lived assets to assess recoverability using undiscounted cash flows. When certain events or changes in operating or economic conditions occur, an impairment assessment may be performed on the recoverability of the"}
-{"_id": "JNJ20230887", "title": "JNJ 2023 Annual Report 51", "text": "carrying value of these assets. If the asset is determined to be impaired, the loss is measured based on the difference between the asset\u2019s fair value and its carrying value. If quoted market prices are not available, the Company will estimate fair value using a discounted value of estimated future cash flows."}
-{"_id": "JNJ20230889", "title": "JNJ Revenue recognition", "text": "The Company recognizes revenue from product sales when obligations under the terms of a contract with the customer are satisfied; generally, this occurs with the transfer of control of the goods to customers. The Company's global payment terms are typically between 30 to 90 days. Provisions for certain rebates, sales incentives, trade promotions, coupons, product returns, discounts to customers and governmental clawback provisions are accounted for as variable consideration and recorded as a reduction in sales. The liability is recognized within Accrued rebates, returns, and promotions on the consolidated balance sheet."}
-{"_id": "JNJ20230890", "title": "JNJ Revenue recognition", "text": "Product discounts granted are based on the terms of arrangements with direct, indirect and other market participants, as well as market conditions, including consideration of competitor pricing. Rebates are estimated based on contractual terms, historical experience, patient outcomes, trend analysis and projected market conditions in the various markets served. A significant portion of the liability related to rebates is from the sale of the Company's pharmaceutical products within the U.S., primarily the Managed Care, Medicare and Medicaid programs, which amounted to $11.5 billion and $9.6 billion as of December 31, 2023 and January 1, 2023, respectively. The Company evaluates market conditions for products or groups of products primarily through the analysis of wholesaler and other third-party sell-through and market research data, as well as internally generated information."}
-{"_id": "JNJ20230891", "title": "JNJ Revenue recognition", "text": "Sales returns are estimated and recorded based on historical sales and returns information. Products that exhibit unusual sales or return patterns due to dating, competition or other marketing matters are specifically investigated and analyzed as part of the accounting for sales return accruals."}
-{"_id": "JNJ20230892", "title": "JNJ Revenue recognition", "text": "Sales returns allowances represent a reserve for products that may be returned due to expiration, destruction in the field, or in specific areas, product recall. The sales returns reserve is based on historical return trends by product and by market as a percent to gross sales. In accordance with the Company\u2019s accounting policies, the Company generally issues credit to customers for returned goods. The Company\u2019s sales returns reserves are accounted for in accordance with the U.S. GAAP guidance for revenue recognition when right of return exists. Sales returns reserves are recorded at full sales value. Sales returns in the Innovative Medicine segments are almost exclusively not resalable. Sales returns for certain franchises in the MedTech segment are typically resalable but are not material. The Company infrequently exchanges products from inventory for returned products. The sales returns reserve for the total Company has been less than 1.0% of annual net trade sales during each of the fiscal years 2023, 2022 and 2021."}
-{"_id": "JNJ20230893", "title": "JNJ Revenue recognition", "text": "Promotional programs, such as product listing allowances are recorded in the same period as related sales and include volume-based sales incentive programs. Volume-based incentive programs are based on the estimated sales volumes for the incentive period and are recorded as products are sold. These arrangements are evaluated to determine the appropriate amounts to be deferred or recorded as a reduction of revenue. The Company also earns profit-share payments through collaborative arrangements of certain products, which are included in sales to customers. Profit-share payments were less than 2.0% of the total revenues in fiscal year 2023 and less than 3.0% of the total revenues in the fiscal years 2022 and 2021 and are included in sales to customers."}
-{"_id": "JNJ20230894", "title": "JNJ Revenue recognition", "text": "See Note 17 to the Consolidated Financial Statements for further disaggregation of revenue."}
-{"_id": "JNJ20230896", "title": "JNJ Shipping and handling", "text": "Shipping and handling costs incurred were $0.9 billion, $0.8 billion and $0.8 billion in fiscal years 2023, 2022 and 2021, respectively, and are included in selling, marketing and administrative expense. The amount of revenue received for shipping and handling is less than 1.0% of sales to customers for all periods presented."}
-{"_id": "JNJ20230898", "title": "JNJ Inventories", "text": "Inventories are stated at the lower of cost or net realizable value determined by the first-in, first-out method."}
-{"_id": "JNJ20230901", "title": "JNJ Intangible assets and goodwill", "text": "The authoritative literature on U.S. GAAP requires that goodwill and intangible assets with indefinite lives be assessed annually for impairment. The Company completed its annual impairment test for 2023 in the fiscal fourth quarter. Future impairment"}
-{"_id": "JNJ20230902", "title": "JNJ Intangible assets and goodwill", "text": "tests will be performed annually in the fiscal fourth quarter, or sooner if warranted. Purchased in-process research and development is accounted for as an indefinite lived intangible asset until the underlying project is completed, at which point the intangible asset will be accounted for as a definite lived intangible asset. If warranted the purchased in-process research and development could be written off or partially impaired depending on the underlying program."}
-{"_id": "JNJ20230903", "title": "JNJ Intangible assets and goodwill", "text": "Intangible assets that have finite useful lives continue to be amortized over their useful lives, and are reviewed for impairment when warranted by economic conditions. See Note 5 for further details on Intangible Assets and Goodwill."}
-{"_id": "JNJ20230905", "title": "JNJ Financial instruments", "text": "As required by U.S. GAAP, all derivative instruments are recorded on the balance sheet at fair value. Fair value is the exit"}
-{"_id": "JNJ20230906", "title": "JNJ Financial instruments", "text": "price that would be received to sell an asset or paid to transfer a liability. Fair value is a market-based measurement determined using assumptions that market participants would use in pricing an asset or liability. The authoritative literature establishes a three-level hierarchy to prioritize the inputs used in measuring fair value, with Level 1 having the highest priority and Level 3 having the lowest. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether the derivative is designated as part of a hedge transaction, and if so, the type of hedge transaction."}
-{"_id": "JNJ20230907", "title": "JNJ Financial instruments", "text": "The Company documents all relationships between hedged items and derivatives. The overall risk management strategy includes reasons for undertaking hedge transactions and entering into derivatives. The objectives of this strategy are: (1) minimize foreign currency exposure\u2019s impact on the Company\u2019s financial performance; (2) protect the Company\u2019s cash flow from adverse movements in foreign exchange rates; (3) ensure the appropriateness of financial instruments; and (4) manage the enterprise risk associated with financial institutions. See Note 6 for additional information on Financial Instruments."}
-{"_id": "JNJ20230909", "title": "JNJ Leases", "text": "The Company determines whether an arrangement is a lease at contract inception by establishing if the contract conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. Right of Use (ROU) Assets and Lease Liabilities for operating leases are included in Other assets, Accrued liabilities, and Other liabilities on the consolidated balance sheet. The ROU Assets represent the right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. Commitments under finance leases are not significant, and are included in Property, plant and equipment, Loans and notes payable, and Long-term debt on the consolidated balance sheet."}
-{"_id": "JNJ20230910", "title": "JNJ Leases", "text": "ROU Assets and Lease Liabilities are recognized at the lease commencement date based on the present value of all minimum lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments, when the implicit rate is not readily determinable. Lease terms may include options to extend or terminate the lease. These options are included in the lease term when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. The Company has elected the following policy elections on adoption: use of portfolio approach on leases of assets under master service agreements, exclusion of short term leases on the balance sheet, and not separating lease and non-lease components."}
-{"_id": "JNJ20230911", "title": "JNJ Leases", "text": "The Company primarily has operating lease for space, vehicles, manufacturing equipment and data processing equipment. The ROU asset pertaining to leases from continuing operation was $1.0 billion in both fiscal years 2023 and 2022. The lease liability from continuing operations was $1.1 billion in both fiscal years 2023 and 2022. The operating lease costs from continuing operations were $0.2 billion in fiscal years 2023, 2022 and 2021. Cash paid for amounts included in the measurement of lease liabilities from continuing operations were $0.2 billion in fiscal years 2023, 2022 and 2021."}
-{"_id": "JNJ20230913", "title": "JNJ Product liability", "text": "Accruals for product liability claims are recorded, on an undiscounted basis, when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on existing information and actuarially determined estimates where applicable. The accruals are adjusted periodically as additional information becomes available. The Company accrues an estimate of the legal defense costs needed to defend each matter when those costs are probable and can be reasonably estimated. To the extent adverse verdicts have been rendered against the Company, the Company does not record an accrual until a loss is determined to be probable and can be reasonably estimated."}
-{"_id": "JNJ20230915", "title": "JNJ 2023 Annual Report 53", "text": "The Company has self insurance through a wholly-owned captive insurance company. In addition to accruals in the self insurance program, claims that exceed the insurance coverage are accrued when losses are probable and amounts can be reasonably estimated."}
-{"_id": "JNJ20230917", "title": "JNJ Research and development", "text": "Research and development expenses are expensed as incurred in accordance with ASC 730, Research and Development. Upfront and milestone payments made to third parties in connection with research and development collaborations are expensed as incurred up to the point of regulatory approval. Payments made to third parties subsequent to regulatory approval are capitalized and amortized over the remaining useful life of the related product. Amounts capitalized for such payments are included in other intangibles, net of accumulated amortization."}
-{"_id": "JNJ20230925", "title": "JNJ Research and development", "text": "The Company enters into collaborative arrangements, typically with other pharmaceutical or biotechnology companies, to develop and commercialize drug candidates or intellectual property. These arrangements typically involve two (or more) parties who are active participants in the collaboration and are exposed to significant risks and rewards dependent on the commercial success of the activities. These collaborations usually involve various activities by one or more parties, including research and development, marketing and selling and distribution. Often, these collaborations require upfront, milestone and royalty or profit share payments, contingent upon the occurrence of certain future events linked to the success of the asset in development. Amounts due from collaborative partners related to development activities are generally reflected as a reduction of research and development expense because the performance of contract development services is not central to the Company\u2019s operations. In general, the income statement presentation for these collaborations is as follows: Nature/Type of Collaboration##Statement of Earnings Presentation Third-party sale of product & profit share payments received##Sales to customers Royalties/milestones paid to collaborative partner (post-regulatory approval)*##Cost of products sold Royalties received from collaborative partner##Other income (expense), net Upfront payments & milestones paid to collaborative partner (pre-regulatory approval)##Research and development expense Research and development payments to collaborative partner##Research and development expense Research and development payments received from collaborative partner or government entity##Reduction of Research and development expense"}
-{"_id": "JNJ20230926", "title": "JNJ Research and development", "text": "* Milestones are capitalized as intangible assets and amortized to cost of products sold over the useful life."}
-{"_id": "JNJ20230927", "title": "JNJ Research and development", "text": "For all years presented, there was no individual project that represented greater than 5% of the total annual consolidated research and development expense."}
-{"_id": "JNJ20230928", "title": "JNJ Research and development", "text": "The Company has a number of products and compounds developed in collaboration with strategic partners including XARELTO, co-developed with Bayer HealthCare AG and IMBRUVICA, developed in collaboration and co-marketed with Pharmacyclics LLC, an AbbVie company."}
-{"_id": "JNJ20230929", "title": "JNJ Research and development", "text": "Separately, the Company has a number of licensing arrangements for products and compounds including DARZALEX, licensed from Genmab A/S."}
-{"_id": "JNJ20230931", "title": "JNJ Advertising", "text": "Costs associated with advertising are expensed in the year incurred and are included in selling, marketing and administrative expenses. Advertising expenses worldwide, which comprised television, radio, print media and Internet advertising, were $0.5 billion, $0.7 billion and $1.2 billion in fiscal years 2023, 2022 and 2021, respectively."}
-{"_id": "JNJ20230934", "title": "JNJ Income taxes", "text": "Income taxes are recorded based on amounts refundable or payable for the current year and include the results of any difference between U.S. GAAP accounting and tax reporting, recorded as deferred tax assets or liabilities. The Company"}
-{"_id": "JNJ20230935", "title": "JNJ Income taxes", "text": "estimates deferred tax assets and liabilities based on enacted tax regulations and rates. Future changes in tax laws and rates may affect recorded deferred tax assets and liabilities in the future."}
-{"_id": "JNJ20230936", "title": "JNJ Income taxes", "text": "The Company has unrecognized tax benefits for uncertain tax positions. The Company follows U.S. GAAP which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management believes that changes in these estimates would not have a material effect on the Company's results of operations, cash flows or financial position."}
-{"_id": "JNJ20230937", "title": "JNJ Income taxes", "text": "In 2017, the United States enacted into law new U.S. tax legislation, the U.S. Tax Cuts and Jobs Act (TCJA). This law included provisions for a comprehensive overhaul of the corporate income tax code, including a reduction of the statutory corporate tax rate from 35% to 21%, effective on January 1, 2018. The TCJA included a provision for a tax on all previously undistributed earnings of U.S. companies located in foreign jurisdictions. Undistributed earnings in the form of cash and cash equivalents were taxed at a rate of 15.5% and all other earnings were taxed at a rate of 8.0%. This tax is payable over 8 years and will not accrue interest. These payments began in 2018 and will continue through 2025. The remaining balance at the end of the 2023 was approximately $4.5 billion, of which $2.5 billion is classified as noncurrent and reflected as \u201cLong-term taxes payable\u201d on the Company\u2019s balance sheet."}
-{"_id": "JNJ20230938", "title": "JNJ Income taxes", "text": "The TCJA also includes provisions for a tax on global intangible low-taxed income (GILTI). GILTI is described as the excess of a U.S. shareholder\u2019s total net foreign income over a deemed return on tangible assets, as provided by the TCJA. In January 2018, the FASB issued guidance that allows companies to elect as an accounting policy whether to record the tax effects of GILTI in the period the tax liability is generated (i.e., \u201cperiod cost\u201d) or provide for deferred tax assets and liabilities related to basis differences that exist and are expected to effect the amount of GILTI inclusion in future years upon reversal (i.e., \u201cdeferred method\u201d). The Company has elected to account for GILTI under the deferred method. The deferred tax amounts recorded are based on the evaluation of temporary differences that are expected to reverse as GILTI is incurred in future periods."}
-{"_id": "JNJ20230939", "title": "JNJ Income taxes", "text": "The Company has recorded deferred tax liabilities on all undistributed earnings prior to December 31, 2017 from its international subsidiaries. The Company has not provided deferred taxes on the undistributed earnings subsequent to January 1, 2018 from certain international subsidiaries where the earnings are considered to be indefinitely reinvested. The Company intends to continue to reinvest these earnings in those international operations. If the Company decides at a later date to repatriate these earnings to the U.S., the Company would be required to provide for the net tax effects on these amounts. The Company estimates that the tax effect of this repatriation would be approximately $0.5 billion under currently enacted tax laws and regulations and at current currency exchange rates. This amount does not include the possible benefit of U.S. foreign tax credits, which may substantially offset this cost."}
-{"_id": "JNJ20230940", "title": "JNJ Income taxes", "text": "See Note 8 to the Consolidated Financial Statements for further information regarding income taxes."}
-{"_id": "JNJ20230942", "title": "JNJ Net earnings per share", "text": "Basic earnings per share is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities were exercised or converted into common stock using the treasury stock method."}
-{"_id": "JNJ20230944", "title": "JNJ Use of estimates", "text": "The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the amounts reported. Estimates are used when accounting for sales discounts, rebates, allowances and incentives, product liabilities, income taxes, withholding taxes, depreciation, amortization, employee benefits, contingencies and intangible asset and liability valuations. Actual results may or may not differ from those estimates."}
-{"_id": "JNJ20230945", "title": "JNJ Use of estimates", "text": "The Company follows the provisions of U.S. GAAP when recording litigation related contingencies. A liability is recorded when a loss is probable and can be reasonably estimated. The best estimate of a loss within a range is accrued; however, if no estimate in the range is better than any other, the minimum amount is accrued."}
-{"_id": "JNJ20230947", "title": "JNJ Annual closing date", "text": "The Company follows the concept of a fiscal year, which ends on the Sunday nearest to the end of the month of December. Normally each fiscal year consists of 52 weeks, but every five or six years the fiscal year consists of 53 weeks, and therefore includes additional shipping days, as was the case in fiscal year 2020, and will be the case again in fiscal year 2026."}
-{"_id": "JNJ20230978", "title": "JNJ 2. Cash, cash equivalents and current marketable securities", "text": "At the end of the fiscal year 2023 and 2022, cash, cash equivalents and current marketable securities comprised: (Dollars in Millions)####2023###### ##Carrying Amount##Unrecognized Loss##Estimated Fair Value##Cash & Cash Equivalents## Cash##$3,340##\u2014##3,340####3,340 Non-U.S. Sovereign Securities(1)##522##\u2014##522####174 U.S. Reverse repurchase agreements##4,377##\u2014##4,377####4,377 Corporate debt securities(1)##338##\u2014##338####189 Money market funds##4,814##\u2014##4,814####4,814 Time deposits(1)##662##\u2014##662####662 Subtotal##$14,053##\u2014##14,053####13,556 U.S. Gov't Securities##$8,562##\u2014##8,562####8,259 U.S. Gov't Agencies##71##(1)##70####\u2014 Other Sovereign Securities##5##\u2014##5####1 Corporate and other debt securities##237##\u2014##237####43 Subtotal available for sale(2)##$8,875##(1)##8,874####8,303 Total cash, cash equivalents and current marketable securities##########$21,859 (Dollars in Millions)####2022###### ##Carrying Amount##Unrecognized Loss##Estimated Fair Value##Cash & Cash Equivalents## Cash##$3,691##\u2014##3,691####3,691 U.S. Reverse repurchase agreements##1,419##\u2014##1,419####1,419 Corporate debt securities(1)##873##(1)##872####\u2014 Money market funds##5,368##\u2014##5,368####5,368 Time deposits(1)##443##\u2014##443####443 Subtotal##11,794##(1)##11,793####10,921 U.S. Gov't Securities##$9,959##(28)##9,931####1,922 U.S. Gov't Agencies##210##(5)##205####\u2014 Corporate and other debt securities##352##(1)##351####46 Subtotal available for sale(2)##$10,521##(34)##10,487####1,968 Total cash, cash equivalents and current marketable securities##########$12,889"}
-{"_id": "JNJ20230979", "title": "JNJ 2. Cash, cash equivalents and current marketable securities", "text": "(1)Held to maturity investments are reported at amortized cost and realized gains or losses are reported in earnings."}
-{"_id": "JNJ20230980", "title": "JNJ 2. Cash, cash equivalents and current marketable securities", "text": "(2)Available for sale debt securities are reported at fair value with unrealized gains and losses reported net of taxes in other comprehensive income."}
-{"_id": "JNJ20230982", "title": "JNJ 2. Cash, cash equivalents and current marketable securities", "text": "Fair value of government securities and obligations and corporate debt securities were estimated using quoted broker prices and significant other observable inputs."}
-{"_id": "JNJ20230988", "title": "JNJ 2. Cash, cash equivalents and current marketable securities", "text": "The contractual maturities of the available for sale debt securities at December 31, 2023 are as follows: (Dollars in Millions)##Cost Basis####Fair Value Due within one year####$8,865##8,864 Due after one year through five years####10##10 Due after five years through ten years####\u2014##\u2014 Total debt securities####$8,875##8,874"}
-{"_id": "JNJ20230989", "title": "JNJ 2. Cash, cash equivalents and current marketable securities", "text": "The Company invests its excess cash in both deposits with major banks throughout the world and other high-quality money market instruments. The Company has a policy of making investments only with commercial institutions that have at least an investment grade credit rating."}
-{"_id": "JNJ20230996", "title": "JNJ 3. Inventories", "text": "At the end of fiscal years 2023 and 2022, inventories comprised: (Dollars in Millions)##2023##2022 Raw materials and supplies##$2,355##1,719 Goods in process##1,952##1,577 Finished goods##6,874##6,972 Total inventories##$11,181##10,268"}
-{"_id": "JNJ20231006", "title": "JNJ 4. Property, plant and equipment", "text": "At the end of fiscal years 2023 and 2022, property, plant and equipment at cost and accumulated depreciation were: (Dollars in Millions)##2023##2022 Land and land improvements##$795##784 Buildings and building equipment##12,375##11,470 Machinery and equipment##28,979##26,603 Construction in progress##5,627##4,677 Total property, plant and equipment, gross##$47,776##43,534 Less accumulated depreciation##27,878##25,552 Total property, plant and equipment, net##$19,898##17,982"}
-{"_id": "JNJ20231007", "title": "JNJ 4. Property, plant and equipment", "text": "The Company capitalizes interest expense as part of the cost of construction of facilities and equipment. Interest expense capitalized in fiscal years 2023, 2022 and 2021 was $70 million, $49 million and $49 million, respectively."}
-{"_id": "JNJ20231008", "title": "JNJ 4. Property, plant and equipment", "text": "Depreciation expense, including the amortization of capitalized interest in fiscal years 2023, 2022 and 2021 was $2.6 billion, $2.4 billion and $2.4 billion, respectively."}
-{"_id": "JNJ20231009", "title": "JNJ 4. Property, plant and equipment", "text": "Upon retirement or other disposal of property, plant and equipment, the costs and related amounts of accumulated depreciation or amortization are eliminated from the asset and accumulated depreciation accounts, respectively. The difference, if any, between the net asset value and the proceeds are recorded in earnings."}
-{"_id": "JNJ20231026", "title": "JNJ 5. Intangible assets and goodwill (1)The majority is comprised of customer relationships", "text": "At the end of fiscal years 2023 and 2022, the gross and net amounts of intangible assets were: (Dollars in Millions)##2023##2022 Intangible assets with definite lives:#### Patents and trademarks \u2014 gross##$40,417##39,388 Less accumulated amortization##(24,808)##(20,616) Patents and trademarks \u2014 net##$15,609##18,772 Customer relationships and other intangibles \u2014 gross##$20,322##19,764 Less accumulated amortization##(12,685)##(11,363) Customer relationships and other intangibles \u2014 net(1)##$7,637##8,401 Intangible assets with indefinite lives:#### Trademarks##$1,714##1,630 Purchased in-process research and development##9,215##9,686 Total intangible assets with indefinite lives##$10,929##11,316 Total intangible assets \u2014 net##$34,175##38,489"}
-{"_id": "JNJ20231037", "title": "JNJ 5. Intangible assets and goodwill (1)The majority is comprised of customer relationships", "text": "Goodwill as of December 31, 2023 and January 1, 2023, as allocated by segment of business, was as follows: (Dollars in Millions)##Innovative Medicine##MedTech####Total Goodwill at January 2, 2022##$10,580##14,856####25,436 Goodwill, related to acquisitions##\u2014##11,056####11,056 Goodwill, related to divestitures##\u2014##\u2014####\u2014 Currency translation/other##(396)##(49)####(445) Goodwill at January 1, 2023##10,184##25,863####36,047 Goodwill, related to acquisitions##\u2014##\u2014####\u2014 Goodwill, related to divestitures##\u2014##\u2014####\u2014 Currency translation/other##223##288##*##511 Goodwill at December 31, 2023##$10,407##26,151####36,558"}
-{"_id": "JNJ20231039", "title": "JNJ *Includes purchase price allocation adjustments for Abiomed", "text": "The weighted average amortization period for patents and trademarks is approximately 11 years. The weighted average amortization period for customer relationships and other intangible assets is approximately 19 years. The amortization expense of amortizable assets included in Cost of products sold was $4.5 billion, $3.9 billion and $4.2 billion before tax, for the fiscal years ended December 31, 2023, January 1, 2023 and January 2, 2022, respectively. Intangible asset write-downs are included in Other (income) expense, net."}
-{"_id": "JNJ20231043", "title": "JNJ *Includes purchase price allocation adjustments for Abiomed", "text": "The estimated amortization expense related to intangible assets for approved products, before tax, for the five succeeding years is approximately: ##(Dollars in Millions)######## 2024####2025##2026##2027##2028 $4,300####3,500##2,900##2,300##1,600"}
-{"_id": "JNJ20231045", "title": "JNJ *Includes purchase price allocation adjustments for Abiomed", "text": "See Note 18 to the Consolidated Financial Statements for additional details related to acquisitions and divestitures."}
-{"_id": "JNJ20231047", "title": "JNJ 6. Fair value measurements", "text": "The Company uses forward foreign exchange contracts to manage its exposure to the variability of cash flows, primarily related to the foreign exchange rate changes of future intercompany products and third-party purchases of materials denominated in a foreign currency. The Company uses cross currency interest rate swaps to manage currency risk primarily related to borrowings. Both types of derivatives are designated as cash flow hedges."}
-{"_id": "JNJ20231048", "title": "JNJ 6. Fair value measurements", "text": "Additionally, the Company primarily uses interest rate swaps as an instrument to manage interest rate risk related to fixed rate borrowings. These derivatives are designated as fair value hedges. The Company uses cross currency interest rate swaps and forward foreign exchange contracts designated as net investment hedges. Additionally, the Company uses forward foreign exchange contracts to offset its exposure to certain foreign currency assets and liabilities. These forward foreign exchange contracts are not designated as hedges and therefore, changes in the fair values of these derivatives are recognized in earnings, thereby offsetting the current earnings effect of the related foreign currency assets and liabilities."}
-{"_id": "JNJ20231049", "title": "JNJ 6. Fair value measurements", "text": "The Company does not enter into derivative financial instruments for trading or speculative purposes, or that contain credit risk related contingent features. The Company maintains credit support agreements (CSA) with certain derivative counterparties establishing collateral thresholds based on respective credit ratings and netting agreements. As of December 31, 2023 and January 1, 2023, the total amount of cash collateral paid by the Company under the CSA amounted to $4.0 billion and $0.8 billion net respectively, related to net investment and cash flow hedges. On an ongoing basis, the Company monitors counter-party credit ratings. The Company considers credit non-performance risk to be low, because the Company primarily enters into agreements with commercial institutions that have at least an investment grade credit rating. Refer to the table on significant financial assets and liabilities measured at fair value contained in this footnote for receivables and payables with these commercial institutions. As of December 31, 2023, the Company had notional amounts outstanding for forward foreign exchange contracts, cross currency interest rate swaps and interest rate swaps of $42.9 billion, $39.7 billion and $10.0 billion, respectively. As of January 1, 2023, the Company had notional amounts outstanding for forward foreign exchange contracts, cross currency interest rate swaps and interest rate swaps of $41.5 billion, $36.2 billion and $10.0 billion, respectively."}
-{"_id": "JNJ20231050", "title": "JNJ 6. Fair value measurements", "text": "All derivative instruments are recorded on the balance sheet at fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether the derivative is designated as part of a hedge transaction, and if so, the type of hedge transaction."}
-{"_id": "JNJ20231051", "title": "JNJ 6. Fair value measurements", "text": "The designation as a cash flow hedge is made at the entrance date of the derivative contract. At inception, all derivatives are expected to be highly effective. Foreign exchange contracts designated as cash flow hedges are accounted for under the forward method and all gains/losses associated with these contracts will be recognized in the income statement when the hedged item impacts earnings. Changes in the fair value of these derivatives are recorded in accumulated other comprehensive income until the underlying transaction affects earnings, and are then reclassified to earnings in the same account as the hedged transaction."}
-{"_id": "JNJ20231052", "title": "JNJ 6. Fair value measurements", "text": "Gains and losses associated with interest rate swaps and changes in fair value of hedged debt attributable to changes in interest rates are recorded to interest expense in the period in which they occur. Gains and losses on net investment hedges are accounted through the currency translation account within accumulated other comprehensive income. The portion excluded from effectiveness testing is recorded through interest (income) expense using the spot method. On an ongoing basis, the Company assesses whether each derivative continues to be highly effective in offsetting changes of hedged items. If and when a derivative is no longer expected to be highly effective, hedge accounting is discontinued."}
-{"_id": "JNJ20231053", "title": "JNJ 6. Fair value measurements", "text": "The Company designated its Euro denominated notes issued in May 2016 with due dates ranging from 2022 to 2035 as a net investment hedge of the Company's investments in certain of its international subsidiaries that use the Euro as their functional currency in order to reduce the volatility caused by changes in exchange rates."}
-{"_id": "JNJ20231054", "title": "JNJ 6. Fair value measurements", "text": "As of December 31, 2023, the balance of deferred net loss on derivatives included in accumulated other comprehensive income was $377 million after-tax. For additional information, see the Consolidated Statements of Comprehensive Income and Note 13. The Company expects that substantially all of the amounts related to forward foreign exchange contracts will be reclassified into earnings over the next 12 months as a result of transactions that are expected to occur over that period. The maximum length of time over which the Company is hedging transaction exposure is 18 months, excluding interest rate contracts and net investment hedges. The amount ultimately realized in earnings may differ as foreign exchange rates change. Realized gains and losses are ultimately determined by actual exchange rates at maturity of the derivative."}
-{"_id": "JNJ20231074", "title": "JNJ 2023 Annual Report 59", "text": "The following table is a summary of the activity related to derivatives and hedges for the fiscal years ended December 31, 2023 and January 1, 2023, net of tax: ######December 31, 2023##########January 1, 2023#### (Dollars in Millions)##Sales##Cost of Products Sold##R&D Expense##Interest (Income) Expense##Other (Income) Expense##Sales##Cost of Products Sold##R&D Expense##Interest (Income) Expense##Other (Income) Expense The effects of fair value, net investment and cash flow hedging:#################### Gain (Loss) on fair value hedging relationship:#################### Interest rate swaps contracts:#################### Hedged items##$\u2014##\u2014##\u2014##(930)##\u2014##\u2014##\u2014##\u2014##(1,098)##\u2014 Derivatives designated as hedging instruments##\u2014##\u2014##\u2014##930##\u2014##\u2014##\u2014##\u2014##1,098##\u2014 Gain (Loss) on net investment hedging relationship:#################### Cross currency interest rate swaps contracts:#################### Amount of gain or (loss) recognized in income on derivative amount excluded from effectiveness testing##$\u2014##\u2014##\u2014##130##\u2014##\u2014##\u2014##\u2014##140##\u2014 Amount of gain or (loss) recognized in AOCI##\u2014##\u2014##\u2014##130##\u2014##\u2014##\u2014##\u2014##140##\u2014 Gain (Loss) on cash flow hedging relationship:#################### Forward foreign exchange contracts:#################### Amount of gain or (loss) reclassified from AOCI into income##7##186##(37)##\u2014##8##(72)##(271)##149##\u2014##(23) Amount of gain or (loss) recognized in AOCI##10##447##(18)##\u2014##9##5##319##61##\u2014##(113) Cross currency interest rate swaps contracts:#################### Amount of gain or (loss) reclassified from AOCI into income##\u2014##\u2014##\u2014##275##\u2014##\u2014##\u2014##\u2014##425##\u2014 Amount of gain or (loss) recognized in AOCI##$\u2014##\u2014##\u2014##(156)##\u2014##\u2014##\u2014##\u2014##42##\u2014"}
-{"_id": "JNJ20231079", "title": "JNJ 2023 Annual Report 59", "text": "As of December 31, 2023 and January 1, 2023, the following amounts were recorded on the consolidated balance sheet related to cumulative basis adjustment for fair value hedges Line item in the Consolidated Balance Sheet in which the hedged item is included####Carrying Amount of the Hedged Liability######Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liability## (Dollars in Millions)##December 31, 2023####January 1, 2023##December 31, 2023####January 1, 2023 Long-term Debt##$8,862####$8,665##$(1,216)####$(1,435)"}
-{"_id": "JNJ20231083", "title": "JNJ 2023 Annual Report 59", "text": "The following table is the effect of derivatives not designated as hedging instrument for the fiscal years ended December 31, 2023 and January 1, 2023: (Dollars in Millions)##Location of Gain /(Loss) Recognized in Income on Derivative####Gain/(Loss) Recognized In Income on Derivative## Derivatives Not Designated as Hedging Instruments####December 31, 2023####January 1, 2023 Foreign Exchange Contracts##Other (income) expense##$(60)####94"}
-{"_id": "JNJ20231088", "title": "JNJ 2023 Annual Report 59", "text": "The following table is the effect of net investment hedges for the fiscal years ended December 31, 2023 and January 1, 2023: ####Gain/(Loss) Recognized In Accumulated OCI####Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income Into Income####Gain/(Loss) Reclassified From Accumulated OCI Into Income## (Dollars in Millions)##December 31, 2023####January 1, 2023####December 31, 2023####January 1, 2023 Debt##$(131)####197##Interest (income) expense##\u2014####\u2014 Cross Currency interest rate swaps##$642####766##Interest (income) expense##\u2014####\u2014"}
-{"_id": "JNJ20231089", "title": "JNJ 2023 Annual Report 59", "text": "The Company holds equity investments with readily determinable fair values and equity investments without readily determinable fair values. The Company measures equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer."}
-{"_id": "JNJ20231094", "title": "JNJ 2023 Annual Report 59", "text": "The following table is a summary of the activity related to equity investments for the fiscal years ended December 31, 2023 and January 1, 2023: ##January 1, 2023########December 31, 2023## (Dollars in Millions)##Carrying Value##Changes in Fair Value Reflected in Net Income(1)##Sales/ Purchases/Other(2)##Carrying Value####Non Current Other Assets Equity Investments with readily determinable value *##$576##(368)##4,265##4,473####4,473 Equity Investments without readily determinable value##$613##1##82##696####696"}
-{"_id": "JNJ20231101", "title": "JNJ 2023 Annual Report 61 (1)Recorded in Other Income/Expense (2)Other includes impact of currency", "text": " ##January 2, 2022########January 1, 2023## (Dollars in Millions)##Carrying Value##Changes in Fair Value Reflected in Net Income(1)##Sales/ Purchases/Other(2)##Carrying Value####Non Current Other Assets Equity Investments with readily determinable value##$1,884##(538)##(770)##576####576 Equity Investments without readily determinable value##$413##93##107##613####613"}
-{"_id": "JNJ20231102", "title": "JNJ 2023 Annual Report 61 (1)Recorded in Other Income/Expense (2)Other includes impact of currency", "text": "* Includes the 9.5% remaining stake in Kenvue and the $0.4 billion unfavorable change in fair value of the investment between separation date and the end of the fiscal year."}
-{"_id": "JNJ20231103", "title": "JNJ 2023 Annual Report 61 (1)Recorded in Other Income/Expense (2)Other includes impact of currency", "text": "For the fiscal years ended December 31, 2023 and January 1, 2023 for equity investments without readily determinable market values, $1 million and $51 million, respectively, of the changes in fair value reflected in net income were the result of impairments. There were offsetting impacts of $27 million and $142 million, respectively, of changes in the fair value reflected in net income due to changes in observable prices and gains on the disposal of investments."}
-{"_id": "JNJ20231104", "title": "JNJ 2023 Annual Report 61 (1)Recorded in Other Income/Expense (2)Other includes impact of currency", "text": "Fair value is the exit price that would be received to sell an asset or paid to transfer a liability. Fair value is a market-based measurement determined using assumptions that market participants would use in pricing an asset or liability. In accordance with ASC 820, a three-level hierarchy to prioritize the inputs used in measuring fair value. The levels within the hierarchy are described below with Level 1 having the highest priority and Level 3 having the lowest."}
-{"_id": "JNJ20231105", "title": "JNJ 2023 Annual Report 61 (1)Recorded in Other Income/Expense (2)Other includes impact of currency", "text": "The fair value of a derivative financial instrument (i.e., forward foreign exchange contracts, interest rate contracts) is the aggregation by currency of all future cash flows discounted to its present value at the prevailing market interest rates and subsequently converted to the U.S. Dollar at the current spot foreign exchange rate. The Company does not believe that fair values of these derivative instruments materially differ from the amounts that could be realized upon settlement or maturity, or that the changes in fair value will have a material effect on the Company\u2019s results of operations, cash flows or financial position. The Company also holds equity investments which are classified as Level 1 and debt securities which are classified as Level 2. The Company holds acquisition related contingent liabilities based upon certain regulatory and commercial events, which are classified as Level 3, whose values are determined using discounted cash flow methodologies or similar techniques for which the determination of fair value requires significant judgment or estimations."}
-{"_id": "JNJ20231106", "title": "JNJ 2023 Annual Report 61 (1)Recorded in Other Income/Expense (2)Other includes impact of currency", "text": "The following three levels of inputs are used to measure fair value:"}
-{"_id": "JNJ20231107", "title": "JNJ 2023 Annual Report 61 (1)Recorded in Other Income/Expense (2)Other includes impact of currency", "text": "Level 1 \u2014 Quoted prices in active markets for identical assets and liabilities."}
-{"_id": "JNJ20231108", "title": "JNJ 2023 Annual Report 61 (1)Recorded in Other Income/Expense (2)Other includes impact of currency", "text": "Level 2 \u2014 Significant other observable inputs."}
-{"_id": "JNJ20231110", "title": "JNJ 2023 Annual Report 61 (1)Recorded in Other Income/Expense (2)Other includes impact of currency", "text": "Level 3 \u2014 Significant unobservable inputs."}
-{"_id": "JNJ20231140", "title": "JNJ 2023 Annual Report 61 (1)Recorded in Other Income/Expense (2)Other includes impact of currency", "text": "The Company\u2019s significant financial assets and liabilities measured at fair value as of the fiscal year ended December 31, 2023 and January 1, 2023 were as follows: ######2023######2022 (Dollars in Millions)##Level 1##Level 2####Level 3##Total##Total(1) Derivatives designated as hedging instruments:############ Assets:############ Forward foreign exchange contracts##$\u2014##539####\u2014##539##629 Interest rate contracts (2)##\u2014##988####\u2014##988##1,534 Total##$\u2014##1,527####\u2014##1,527##2,163 Liabilities:############ Forward foreign exchange contracts##\u2014##624####\u2014##624##511 Interest rate contracts (2)##\u2014##5,338####\u2014##5,338##2,778 Total##$\u2014##5,962####\u2014##5,962##3,289 Derivatives not designated as hedging instruments:############ Assets:############ Forward foreign exchange contracts##$\u2014##64####\u2014##64##38 Liabilities:############ Forward foreign exchange contracts##\u2014##75####\u2014##75##68 Available For Sale Other Investments:############ Equity investments(3)##4,473##\u2014####\u2014##4,473##576 Debt securities(4)##\u2014##8,874####\u2014##8,874##10,487 Other Liabilities############ Contingent Consideration(5)##$######1,092##1,092##1,120 Gross to Net Derivative Reconciliation##2023##2022 (Dollars in Millions)#### Total Gross Assets##$1,591##2,201 Credit Support Agreements (CSA)##(1,575)##(2,176) Total Net Asset##16##25 Total Gross Liabilities##6,037##3,357 Credit Support Agreements (CSA)##(5,604)##(3,023) Total Net Liabilities##$433##334"}
-{"_id": "JNJ20231149", "title": "JNJ 2023 Annual Report 63", "text": "Summarized information about changes in liabilities for contingent consideration is as follows: ##2023##2022##2021 (Dollars in Millions)###### Beginning Balance##$1,120##533##633 Changes in estimated fair value##29##(194)##(52) Additions (6)##\u2014##792##\u2014 Payments/Other##(57)##(11)##(48) Ending Balance (5)##$1,092##1,120##533"}
-{"_id": "JNJ20231150", "title": "JNJ 2023 Annual Report 63", "text": "(1)2022 assets and liabilities are all classified as Level 2 with the exception of equity investments of $576 million, which are classified as Level 1 and contingent consideration of $1,120 million, classified as Level 3."}
-{"_id": "JNJ20231151", "title": "JNJ 2023 Annual Report 63", "text": "(2)Includes cross currency interest rate swaps and interest rate swaps."}
-{"_id": "JNJ20231152", "title": "JNJ 2023 Annual Report 63", "text": "(3)Classified as non-current other assets."}
-{"_id": "JNJ20231153", "title": "JNJ 2023 Annual Report 63", "text": "(4)Classified as cash equivalents and current marketable securities."}
-{"_id": "JNJ20231154", "title": "JNJ 2023 Annual Report 63", "text": "(5)Includes $1,092 million, $1,116 million and $520 million, classified as non-current other liabilities as of December 31, 2023, January 1, 2023 and January 2, 2022, respectively. Includes $4 million and $13 million classified as current liabilities as of January 1, 2023 and January 2, 2022, respectively."}
-{"_id": "JNJ20231155", "title": "JNJ 2023 Annual Report 63", "text": "(6)In fiscal year 2022, the Company recorded $704 million of contingent consideration related to Abiomed."}
-{"_id": "JNJ20231157", "title": "JNJ 2023 Annual Report 63", "text": "See Notes 2 and 7 for financial assets and liabilities held at carrying amount on the Consolidated Balance Sheet."}
-{"_id": "JNJ20231195", "title": "JNJ 7. Borrowings", "text": "The components of long-term debt are as follows: (Dollars in Millions)##2023####Effective Rate %######2022####Effective Rate %#### 6.73% Debentures due 2023##$\u2014####\u2014##%####$250####6.73##%## 3.375% Notes due 2023##\u2014####\u2014######801####3.17#### 2.05% Notes due 2023##\u2014####\u2014######500####2.09#### 0.650% Notes due 2024  (750MM Euro 1.1090)(2)/(750MM Euro 1.0651)(3)##831##(2)##0.68######792##(3)##0.68#### 5.50% Notes due 2024  (500MM 1.2756 GBP )(2)/(500MM GBP 1.2037)(3)##637##(2)##6.75######600##(3)##6.75#### 2.625% Notes due 2025##750####2.63######749####2.63#### 0.55% Notes due 2025##950####0.57######918####0.57#### 2.46% Notes due 2026##1,997####2.47######1,996####2.47#### 2.95% Notes due 2027##900####2.96######877####2.96#### 0.95% Notes due 2027##1,419####0.96######1,394####0.96#### 1.150% Notes due 2028 (750MM Euro 1.1090)(2)/(750MM Euro 1.0651)(3)##828##(2)##1.21######794##(3)##1.21#### 2.90% Notes due 2028##1,497####2.91######1,496####2.91#### 6.95% Notes due 2029##298####7.14######298####7.14#### 1.30% Notes due 2030##1,630####1.30######1,607####1.30#### 4.95% Debentures due 2033##499####4.95######498####4.95#### 4.375% Notes due 2033##854####4.24######854####4.24#### 1.650% Notes due 2035 (1.5B Euro 1.1090)(2)/(1.5B Euro 1.0651)(3)##1,652##(2)##1.68######1,591##(3)##1.68#### 3.587% Notes due 2036##864####3.59######842####3.59#### 5.95% Notes due 2037##994####5.99######993####5.99#### 3.625% Notes due 2037##1,357####3.64######1,336####3.64#### 5.85% Debentures due 2038##697####5.85######697####5.85#### 3.400% Notes due 2038##993####3.42######992####3.42#### 4.50% Debentures due 2040##541####4.63######540####4.63#### 2.10% Notes due 2040##849####2.14######828####2.14#### 4.85% Notes due 2041##297####4.89######297####4.89#### 4.50% Notes due 2043##496####4.52######496####4.52#### 3.73% Notes due 2046##1,977####3.74######1,976####3.74#### 3.75% Notes due 2047##832####3.76######812####3.76#### 3.500% Notes due 2048##743####3.52######743####3.52#### 2.250% Notes due 2050##826####2.29######808####2.29#### 2.450% Notes due 2060##1,073####2.49######1,055####2.49#### Other##69####\u2014######7####\u2014#### Subtotal##27,350##(4)##2.98##%##(1)##28,437##(4)##3.04##%##(1) Less current portion##1,469##########1,551######## Total long-term debt##$25,881##########$26,886########"}
-{"_id": "JNJ20231196", "title": "JNJ 7. Borrowings", "text": "(1)Weighted average effective rate."}
-{"_id": "JNJ20231198", "title": "JNJ 2023 Annual Report 65", "text": "(2)Translation rate at December 31, 2023."}
-{"_id": "JNJ20231199", "title": "JNJ 2023 Annual Report 65", "text": "(3)Translation rate at January 1, 2023."}
-{"_id": "JNJ20231200", "title": "JNJ 2023 Annual Report 65", "text": "(4)The excess of the carrying value over the fair value of debt was $1.0 billion and $1.6 billion at the end of fiscal year 2023 and fiscal year 2022, respectively."}
-{"_id": "JNJ20231201", "title": "JNJ 2023 Annual Report 65", "text": "Fair value of the long-term debt was estimated using market prices, which were corroborated by quoted broker prices and significant other observable inputs."}
-{"_id": "JNJ20231202", "title": "JNJ 2023 Annual Report 65", "text": "The Company has access to substantial sources of funds at numerous banks worldwide. In September 2023, the Company secured a new 364-day Credit Facility of $10 billion, which expires on September 5, 2024. The Company early terminated the additional 364-day revolving Credit Facility of $10 billion, which had an expiration of November 21, 2023. Interest charged on borrowings under the credit line agreement is based on either the Term SOFR Reference Rate or other applicable market rates as allowed under the terms of the agreement, plus applicable margins. Commitment fees under the agreements are not material."}
-{"_id": "JNJ20231203", "title": "JNJ 2023 Annual Report 65", "text": "Throughout fiscal years 2023 and 2022, the Company continued to have access to liquidity through the commercial paper market. Short-term borrowings and the current portion of long-term debt amounted to approximately $3.5 billion and $12.8 billion at the end of fiscal years 2023 and 2022, respectively. The current portion of the long term debt was $1.5 billion and $1.6 billion in 2023 and 2022, respectively, and the remainder is commercial paper and local borrowing by international subsidiaries."}
-{"_id": "JNJ20231204", "title": "JNJ 2023 Annual Report 65", "text": "The current debt balance as of December 31, 2023 includes $2.0 billion of commercial paper which has a weighted average interest rate of 5.37% and a weighted average maturity of approximately two months. The current debt balance as of January 1, 2023 includes $11.2 billion of commercial paper which has a weighted average interest rate of 4.23% and a weighted average maturity of approximately two months."}
-{"_id": "JNJ20231208", "title": "JNJ 2023 Annual Report 65", "text": "Aggregate maturities of long-term debt obligations commencing in 2024 are: ##(Dollars in Millions)########## 2024####2025##2026##2027##2028##After 2028 $1,469####1,700##1,997##2,320##2,325##17,539"}
-{"_id": "JNJ20231221", "title": "JNJ 8. Income taxes", "text": "The provision for taxes on income consists of: (Dollars in Millions)##2023##2022##2021 Currently payable:###### U.S. taxes##$2,705##2,274##1,338 International taxes##3,090##2,295##2,069 Total currently payable##5,795##4,569##3,407 Deferred:###### U.S. taxes##(3,440)##(1,990)##565 International taxes##(619)##410##(2,595) Total deferred##(4,059)##(1,580)##(2,030) Provision for taxes on income##$1,736##2,989##1,377"}
-{"_id": "JNJ20231235", "title": "JNJ 8. Income taxes", "text": "A comparison of income tax expense at the U.S. statutory rate of 21% in fiscal years 2023, 2022 and 2021, to the Company\u2019s effective tax rate is as follows: (Dollars in Millions)##2023####2022##2021 U.S.##$(2,033)####4,606##4,275 International##17,095####14,753##14,903 Earnings before taxes on income:##$15,062####19,359##19,178 Tax rates:######## U.S. statutory rate##21.0##%##21.0##21.0 International operations(1)##(8.1)####(5.0)##(19.1) U.S. Tax Settlements##(3.0)####\u2014##\u2014 U.S. taxes on international income(2)##(0.3)####(1.1)##8.9 Tax benefits from loss on capital assets##\u2014####\u2014##(1.6) Tax benefits on share-based compensation##(0.8)####(1.4)##(1.2) All other##2.7####1.9##(0.8) Effective Rate##11.5##%##15.4##7.2"}
-{"_id": "JNJ20231236", "title": "JNJ 8. Income taxes", "text": "(1)International operations reflect the impacts of operations in jurisdictions with statutory tax rates different than the U.S., particularly Ireland, Switzerland, Belgium and Puerto Rico, which is a favorable impact on the effective tax rate as compared with the U.S. statutory rate."}
-{"_id": "JNJ20231237", "title": "JNJ 8. Income taxes", "text": "(2)Includes the impact of the GILTI tax, the Foreign-Derived Intangible Income deduction and other foreign income that is taxable under the U.S. tax code. The 2023 and 2022 amount includes the impact of certain provisions of the 2017 TCJA that became effective in fiscal 2022. The 2023 amount includes the impact of certain foreign subsidiaries deferred tax remeasurements for legislative elections and the 2021 amounts include the reorganization of international subsidiaries further described below."}
-{"_id": "JNJ20231238", "title": "JNJ 8. Income taxes", "text": "The fiscal year 2023 effective tax rate decreased 3.9% as compared to the fiscal year 2022 effective tax rate as the Company recorded certain non-recurring favorable tax items in fiscal year 2023 when compared to the prior fiscal year."}
-{"_id": "JNJ20231239", "title": "JNJ 8. Income taxes", "text": "In the fiscal fourth quarter of 2023, the Company settled the U.S. Internal Revenue Service audit for tax years 2013 through 2016 which resulted in a favorable impact to the rate of 3.0%. This settlement was partially offset by the Company recording a $0.4 billion decrease in expected U.S. foreign tax credits, an unfavorable effective rate impact of 2.6%, which has been reflected as a current tax expense in U.S. taxes on international income on the Company\u2019s effective tax rate reconciliation."}
-{"_id": "JNJ20231242", "title": "JNJ 8. Income taxes", "text": "In the fiscal year 2023, the Company had certain non-recurring impacts as a result of legislative tax elections made in certain international subsidiaries which resulted in a change in the Company\u2019s tax basis in certain assets resulting in deferred tax re-measurements. The net impact of these non-recurring items is a net benefit of 3.4% to the Company\u2019s annual effective tax rate, comprised of the following items: \u2022approximately $0.3 billion of tax benefit on local deferred tax assets to record the remeasurement of the increased tax basis, this benefit has been reflected as International operations on the Company\u2019s effective tax rate reconciliation. This benefit was offset by approximately $0.1 billion of U.S. deferred tax expense on the GILTI deferred tax liability resulting from the remeasurement of these deferred tax assets. This has been reflected in the \u201cU.S. tax on international income\u201d on the Company\u2019s effective tax rate reconciliation. \u2022approximately $0.3 billion of U.S. deferred tax benefit on the GILTI deferred tax as a result of an international subsidiary making an election to change the treatment of a local deferred tax asset to a refundable tax credit. This has been reflected in the U.S. taxes on international income on the Company\u2019s effective tax rate reconciliation."}
-{"_id": "JNJ20231243", "title": "JNJ 8. Income taxes", "text": "The Company\u2019s 2023 and 2022 tax rates benefited from certain provisions of the Tax Cuts and Jobs Act of 2017 that became effective in fiscal 2022. The Company also had lower income in higher tax jurisdictions vs. fiscal year 2022, primarily in the U.S. where the Company recorded an approximately $7.0 billion charge related to talc matters in the United States at an effective tax rate of 21.1% (for further information see Note 19 to the Consolidated Financial Statements)."}
-{"_id": "JNJ20231244", "title": "JNJ 8. Income taxes", "text": "The fiscal year 2022 effective tax rate increased 8.2% as compared to the fiscal year 2021 effective tax rate as the Company recorded certain non-recurring favorable tax items in fiscal year 2021 which resulted in an unfavorable impact to the Company\u2019s fiscal 2022 effective tax rate when compared to the prior fiscal year. These items are described below. The Company\u2019s 2022 tax rate also benefited from the impairment of bermekimab for AD IPR&D and changes in the fair value of securities in the Company\u2019s investment portfolio, both recorded at the U.S. statutory rate."}
-{"_id": "JNJ20231248", "title": "JNJ 2023 Annual Report 67", "text": "In the fiscal year 2021, the Company reorganized the ownership structure of certain wholly-owned international subsidiaries. As part of this reorganization, the Company increased the tax basis of certain assets to fair value in accordance with applicable local regulations. The net impact of this restructuring was approximately $0.6 billion net benefit or 3.2% benefit to the Company\u2019s annual effective tax rate, comprised of the following items: \u2022approximately $2.3 billion of local deferred tax assets to record the remeasurement of the tax basis of these assets to fair value, this benefit has been reflected as International operations on the Company\u2019s effective tax rate reconciliation. \u2022approximately $1.7 billion of U.S. deferred tax expense relating to the GILTI deferred tax liability resulting from the remeasurement of these deferred tax assets. This expense has been reflected as U.S. taxes on international income on the Company\u2019s effective tax rate reconciliation."}
-{"_id": "JNJ20231251", "title": "JNJ 2023 Annual Report 67", "text": "Also, in the fiscal fourth quarter of 2021, the Company recognized a loss on certain U.S. affiliates related to the previously impaired book value of certain intangibles, which reduced the 2021 effective tax rate by approximately 1.6% which is reflected as a Tax benefits from loss on capital assets on the effective tax rate reconciliation. Additionally other fiscal 2021 impacts to the rate were primarily driven by litigation and acquisition related items as follows: \u2022the Company accrued additional legal expenses, of approximately $1.6 billion for talc at an effective tax rate of 23.5% and $0.8 billion for Risperdal Gynecomastia settlements at an effective tax rate of 16.4% (See Note 19 to the Consolidated Financial Statements for more details). \u2022the Company recorded a partial IPR&D charge of $0.9 billion for the Ottava intangible asset (acquired with the Auris Health acquisition in 2019) at an effective rate of 22.4%."}
-{"_id": "JNJ20231267", "title": "JNJ 2023 Annual Report 67", "text": "Temporary differences and carryforwards at the end of fiscal years 2023 and 2022 were as follows: ####2023 Deferred Tax######2022 Deferred Tax## (Dollars in Millions)##Asset####Liability##Asset####Liability Employee related obligations##$586######685#### Stock based compensation##686######632#### Depreciation of property, plant and equipment######(902)######(845) Goodwill and intangibles######(1,252)######(1,737) R&D capitalized for tax##3,595######2,611#### Reserves & liabilities##3,816######2,733#### Income reported for tax purposes(1)##359######2,026#### Net realizable operating loss carryforwards(2)##996######1,319#### Undistributed foreign earnings##1,801####(1,695)##1,517####(1,604) Global intangible low-taxed income######(2,731)######(3,628) Miscellaneous international##831######861####(66) Miscellaneous U.S.######(4)##452#### Total deferred income taxes##$12,670####(6,584)##12,836####(7,880)"}
-{"_id": "JNJ20231268", "title": "JNJ 2023 Annual Report 67", "text": "(1)In fiscal 2023, the Company changed the presentation of income taxes accrued on intercompany profits on inventory still owned by the Company as part of \u201cPrepaid expenses and other\u201d on the Consolidated Balance Sheet."}
-{"_id": "JNJ20231269", "title": "JNJ 2023 Annual Report 67", "text": "(2)Net of valuation allowances of $1.1 billion and $0.8 billion in 2023 and 2022. The change in the valuation allowance from 2022 to 2023 was driven by approximately $0.1 billion from acquisition related activity and the remainder was due to normal operations during the fiscal year."}
-{"_id": "JNJ20231270", "title": "JNJ 2023 Annual Report 67", "text": "The Company has wholly-owned international subsidiaries that have cumulative net losses. The Company believes that it is more likely than not that these subsidiaries will generate future taxable income sufficient to utilize these deferred tax assets. However, in certain jurisdictions, valuation allowances have been recorded against deferred tax assets for loss carryforwards that are not more likely than not to be realized."}
-{"_id": "JNJ20231280", "title": "JNJ 2023 Annual Report 67", "text": "The following table summarizes the activity related to unrecognized tax benefits for continuing operations: (Dollars in Millions)##2023##2022##2021 Beginning of year##$3,716##3,210##3,260 Increases related to current year tax positions##239##523##242 Increases related to prior period tax positions##244##143##23 Decreases related to prior period tax positions##(781)##(148)##(128) Settlements##(880)##(1)##(187) Lapse of statute of limitations##(53)##(11)##\u2014 End of year##$2,485##3,716##3,210"}
-{"_id": "JNJ20231281", "title": "JNJ 2023 Annual Report 67", "text": "As of December 31, 2023 the Company had approximately $2.5 billion of unrecognized tax benefits. The Company conducts business and files tax returns in numerous countries and currently has tax audits in progress with a number of tax authorities. With respect to the United States the Internal Revenue Service has completed its audit for all tax years through 2016."}
-{"_id": "JNJ20231282", "title": "JNJ 2023 Annual Report 67", "text": "In other major jurisdictions where the Company conducts business, the years that remain open to tax audits go back to the year 2008. The Company believes it is possible that some tax audits may be completed over the next twelve months by taxing authorities in some jurisdictions, including in the United States. However, the Company is not able to provide a reasonably reliable estimate of the timing of any other future tax payments or change in uncertain tax positions, if any."}
-{"_id": "JNJ20231283", "title": "JNJ 2023 Annual Report 67", "text": "The Company classifies liabilities for unrecognized tax benefits and related interest and penalties as long-term liabilities. Interest expense and penalties related to unrecognized tax benefits are classified as income tax expense. The Company recognized after tax interest expense of $99 million, $136 million and $42 million in fiscal years 2023, 2022 and 2021, respectively. The total amount of accrued interest was $264 million and $637 million in fiscal years 2023 and 2022, respectively."}
-{"_id": "JNJ20231293", "title": "JNJ 9. Employee related obligations", "text": "At the end of fiscal 2023 and fiscal 2022, employee related obligations recorded on the Consolidated Balance Sheets were: (Dollars in Millions)##2023##2022 Pension benefits##$3,129##2,475 Postretirement benefits##1,963##1,728 Postemployment benefits##2,527##2,832 Deferred compensation##68##100 Total employee obligations##7,687##7,135 Less current benefits payable##538##593 Employee related obligations \u2014 non-current##$7,149##6,542"}
-{"_id": "JNJ20231294", "title": "JNJ 9. Employee related obligations", "text": "Prepaid employee related obligations of $4,992 million and $4,581 million for 2023 and 2022, respectively, are included in Other assets on the Consolidated Balance Sheets."}
-{"_id": "JNJ20231297", "title": "JNJ 10. Pensions and other benefit plans", "text": "The Company sponsors various retirement and pension plans, including defined benefit, defined contribution and termination indemnity plans, which cover most employees worldwide. The Company also provides post-retirement benefits, primarily healthcare, to all eligible U.S. retired employees and their dependents."}
-{"_id": "JNJ20231298", "title": "JNJ 10. Pensions and other benefit plans", "text": "Many international employees are covered by government-sponsored programs and the cost to the Company is not significant."}
-{"_id": "JNJ20231299", "title": "JNJ 10. Pensions and other benefit plans", "text": "In the U.S, non-union pension benefits for employees hired before January 1, 2015 are primarily based on the employee\u2019s compensation during the last five years before retirement and the number of years of service (the Final Average Pay formula). U.S. pension benefits for employees hired after 2014, are calculated using a different formula based on employee compensation over total years of service (the Retirement Value formula)."}
-{"_id": "JNJ20231300", "title": "JNJ 10. Pensions and other benefit plans", "text": "In January 2021, the Company announced that, effective on January 1, 2026, all eligible U.S. non-union employees, regardless of hire date, will earn benefits under the Retirement Value formula. This amendment does not affect the benefits accrued under the Final Average Pay formula for service before January 1, 2026."}
-{"_id": "JNJ20231301", "title": "JNJ 10. Pensions and other benefit plans", "text": "International subsidiaries have plans under which funds are deposited with trustees, annuities are purchased under group contracts, or reserves are provided."}
-{"_id": "JNJ20231302", "title": "JNJ 10. Pensions and other benefit plans", "text": "The Company does not fund retiree healthcare benefits in advance and has the right to modify these plans in the future."}
-{"_id": "JNJ20231303", "title": "JNJ 10. Pensions and other benefit plans", "text": "In 2023 and 2022 the Company used December 31, 2023 and December 31, 2022, respectively, as the measurement date for all U.S. and international retirement and other benefit plans."}
-{"_id": "JNJ20231313", "title": "JNJ 10. Pensions and other benefit plans", "text": "Net periodic benefit costs for the Company\u2019s defined benefit retirement plans and other benefit plans for 2023, 2022 and 2021 include the following components: ####Retirement Plans######Other Benefit Plans## (Dollars in Millions)##2023##2022##2021##2023##2022##2021 Service cost##$893##1,319##1,412##264##320##309 Interest cost##1,437##908##768##214##104##80 Expected return on plan assets##(2,716)##(2,756)##(2,644)##(7)##(8)##(7) Amortization of prior service cost##(184)##(184)##(181)##(2)##(5)##(31) Recognized actuarial losses (gains)##(199)##650##1,251##23##122##151 Curtailments and settlements##93##1##1##(5)##\u2014##\u2014 Net periodic benefit cost (credit)##$(676)##(62)##607##487##533##502"}
-{"_id": "JNJ20231314", "title": "JNJ 10. Pensions and other benefit plans", "text": "The service cost component of net periodic benefit cost is presented in the same line items on the Consolidated Statement of Earnings where other employee compensation costs are reported, including Cost of products sold, Research and development expense, Selling, marketing and administrative expenses, and Net earnings from discontinued operations, net of taxes if related to the separation of Kenvue. All other components of net periodic benefit cost are presented as part of Other (income) expense, net on the Consolidated Statement of Earnings, with the exception of certain amounts for curtailments and settlements, which are reported in Net earnings from discontinued operations, net of taxes if related to the separation of Kenvue (as noted above)."}
-{"_id": "JNJ20231315", "title": "JNJ 10. Pensions and other benefit plans", "text": "Unrecognized gains and losses for the U.S. pension plans are amortized over the average remaining future service for each plan. For plans with no active employees, they are amortized over the average life expectancy. The amortization of gains and losses for the other U.S. benefit plans is determined by using a 10% corridor of the greater of the market value of assets or the accumulated postretirement benefit obligation. Total unamortized gains and losses in excess of the corridor are amortized over the average remaining future service."}
-{"_id": "JNJ20231317", "title": "JNJ 10. Pensions and other benefit plans", "text": "Prior service costs/benefits for the U.S. pension plans are amortized over the average remaining future service of plan participants at the time of the plan amendment. Prior service cost/benefit for the other U.S. benefit plans is amortized over the average remaining service to full eligibility age of plan participants at the time of the plan amendment."}
-{"_id": "JNJ20231328", "title": "JNJ 10. Pensions and other benefit plans", "text": "The following table represents the weighted-average actuarial assumptions: ######Retirement Plans######Other Benefit Plans## Worldwide Benefit Plans##2023####2022##2021##2023##2022##2021 Net Periodic Benefit Cost############## Service cost discount rate##4.85##%##2.46##2.14##5.40##2.59##2.09 Interest cost discount rate##5.25##%##2.80##2.34##5.43##2.64##2.33 Rate of increase in compensation levels##3.71##%##4.02##4.01##4.22##4.21##4.25 Expected long-term rate of return on plan assets##7.21##%##7.25##7.71###### Benefit Obligation############## Discount rate##4.58##%##5.01##2.49##5.11##5.42##2.68 Rate of increase in compensation levels##3.69##%##4.00##4.01##4.22##4.21##4.21"}
-{"_id": "JNJ20231329", "title": "JNJ 10. Pensions and other benefit plans", "text": "The Company\u2019s discount rates are determined by considering current yield curves representing high quality, long-term fixed income instruments. The resulting discount rates are consistent with the duration of plan liabilities. The Company's methodology in determining service and interest cost uses duration specific spot rates along that yield curve to the plans' liability cash flows."}
-{"_id": "JNJ20231330", "title": "JNJ 10. Pensions and other benefit plans", "text": "The expected rates of return on plan asset assumptions represent the Company's assessment of long-term returns on diversified investment portfolios globally. The assessment is determined using projections from external financial sources, long-term historical averages, actual returns by asset class and the various asset class allocations by market."}
-{"_id": "JNJ20231335", "title": "JNJ 10. Pensions and other benefit plans", "text": "The following table displays the assumed healthcare cost trend rates, for all individuals: Healthcare Plans##2023######2022## Healthcare cost trend rate assumed for next year##13.90##%##*##5.96##% Rate to which the cost trend rate is assumed to decline (ultimate trend)##4.00##%####3.99##% Year the rate reaches the ultimate trend rate##2048######2047##"}
-{"_id": "JNJ20231351", "title": "JNJ *excludes ongoing negotiations regarding healthcare cost with service providers", "text": "The following table sets forth information related to the benefit obligation and the fair value of plan assets at fiscal year-end 2023 and 2022 for the Company\u2019s defined benefit retirement plans and other post-retirement plans: ####Retirement Plans######Other Benefit Plans## (Dollars in Millions)##2023####2022##2023####2022 Change in Benefit Obligation############ Projected benefit obligation \u2014 beginning of year##$29,390####41,272##4,192####4,874 Service cost##893####1,319##264####320 Interest cost##1,437####908##214####104 Plan participant contributions##73####67##\u2014####\u2014 Amendments##(6)####7##\u2014####\u2014 Actuarial (gains) losses(1)##2,068####(12,159)##469####(704) Divestitures & acquisitions(2)##(352)####\u2014##1####\u2014 Curtailments, settlements & restructuring##(238)####(7)##(332)####\u2014 Benefits paid from plan(3)##(2,122)####(1,220)##(702)####(393) Effect of exchange rates##601####(797)##2####(9) Projected benefit obligation \u2014 end of year##$31,744####29,390##4,108####4,192"}
-{"_id": "JNJ20231387", "title": "JNJ 2023 Annual Report 71", "text": " Change in Plan Assets############ Plan assets at fair value \u2014 beginning of year##$31,496####41,909##78####102 Actual return (loss) on plan assets##3,951####(8,663)##16####(17) Company contributions##268####261##694####386 Plan participant contributions##73####67##\u2014####\u2014 Settlements##(176)####(5)##\u2014####\u2014 Divestitures & acquisitions(2)##(509)####\u2014##\u2014####\u2014 Benefits paid from plan assets(3)##(2,122)####(1,220)##(702)####(393) Effect of exchange rates##626####(853)##\u2014####\u2014 Plan assets at fair value \u2014 end of year##$33,607####31,496##86####78 Funded status \u2014 end of year##$1,863####2,106##(4,022)####(4,114) Amounts Recognized in the Company\u2019s Balance Sheet consist of the following:############ Non-current assets##$4,992####4,581##\u2014####\u2014 Current liabilities##(119)####(127)##(416)####(461) Non-current liabilities##(3,010)####(2,348)##(3,606)####(3,653) Total recognized in the consolidated balance sheet \u2014 end of year##$1,863####2,106##(4,022)####(4,114) Amounts Recognized in Accumulated Other Comprehensive Income consist of the following:############ Net actuarial loss##$4,962####3,948##354####239 Prior service cost (credit)##(1,236)####(1,417)##(6)####(7) Unrecognized net transition obligation##\u2014####\u2014##\u2014#### Total before tax effects##$3,726####2,531##348####232 Accumulated Benefit Obligations \u2014 end of year##$30,139####27,797###### ######(1)The actuarial (gains)/losses for retirement plans in 2023 and 2022 were primarily driven by changes in the discount rates.  (2)Primarily driven by the Kenvue separation. (3)Includes approximately $800 million transferred to a group annuity contract issued by a third-party insurer for the U.S. Salaried Pension Plan.###### ####Retirement Plans######Other Benefit Plans## (Dollars in Millions)##2023####2022##2023####2022 Amounts Recognized in Net Periodic Benefit Cost and Other Comprehensive Income############ Net periodic benefit cost (credit)##$(676)####(62)##487####533 Net actuarial (gain) loss##711####(793)##136####(751) Amortization of net actuarial loss##199####(655)##(22)####(121) Prior service cost (credit)##(2)####7##\u2014####\u2014 Amortization of prior service (cost) credit##185####183##2####5 Effect of exchange rates##103####(140)##\u2014####(1) Total loss/(income) recognized in other comprehensive income, before tax##$1,195####(1,398)##116####(868) Total recognized in net periodic benefit cost and other comprehensive income##$519####(1,460)##603####(335)"}
-{"_id": "JNJ20231388", "title": "JNJ 2023 Annual Report 71", "text": "The Company plans to continue to fund its U.S. Qualified Plans to comply with the Pension Protection Act of 2006. International Plans are funded in accordance with local regulations. Additional discretionary contributions are made when deemed appropriate to meet the long-term obligations of the plans. For certain plans, funding is not a common practice, as funding provides no economic benefit. Consequently, the Company has several pension plans that are not funded."}
-{"_id": "JNJ20231389", "title": "JNJ 2023 Annual Report 71", "text": "In 2023, the Company contributed $135 million and $133 million to its U.S. and international pension plans, respectively."}
-{"_id": "JNJ20231399", "title": "JNJ 2023 Annual Report 71", "text": "The following table displays the funded status of the Company's U.S. Qualified & Non-Qualified pension plans and international funded and unfunded pension plans at December 31, 2023 and December 31, 2022, respectively: ########U.S. Plans##############International Plans###### ####Qualified Plans########Non-Qualified Plans######Funded Plans########Unfunded Plans## (Dollars in Millions)##2023####2022####2023####2022##2023####2022####2023####2022 Plan Assets##$22,298####20,937####\u2014####\u2014##11,309####10,559####\u2014####\u2014 Projected Benefit Obligation##19,152####18,394####2,037####1,937##10,431####8,982####124####77 Accumulated Benefit Obligation##18,557####17,696####1,982####1,872##9,498####8,166####102####63 Over (Under) Funded Status############################ Projected Benefit Obligation##$3,146####2,543####(2,037)####(1,937)##878####1,577####(124)####(77) Accumulated Benefit Obligation##3,741####3,241####(1,982)####(1,872)##1,811####2,393####(102)####(63)"}
-{"_id": "JNJ20231400", "title": "JNJ 2023 Annual Report 71", "text": "Plans with accumulated benefit obligations in excess of plan assets have an accumulated benefit obligation, projected benefit obligation and plan assets of $5.8 billion, $6.1 billion and $3.1 billion, respectively, at the end of 2023, and $2.7 billion, $2.7 billion and $0.3 billion, respectively, at the end of 2022."}
-{"_id": "JNJ20231405", "title": "JNJ 2023 Annual Report 71", "text": "The following table displays the projected future benefit payments from the Company\u2019s retirement and other benefit plans: (Dollars in Millions)##2024##2025##2026##2027##2028##2029-2033 Projected future benefit payments############ Retirement plans##$1,481##1,473##1,549##1,647##1,745##10,133 Other benefit plans##$427##438##396##411##428##2,360"}
-{"_id": "JNJ20231408", "title": "JNJ 2023 Annual Report 71", "text": "The following table displays the projected future minimum contributions to the unfunded retirement plans. These amounts do not include any discretionary contributions that the Company may elect to make in the future. (Dollars in Millions)##2024##2025##2026##2027##2028##2029-2033 Projected future contributions##$122##126##133##139##145##787"}
-{"_id": "JNJ20231409", "title": "JNJ 2023 Annual Report 71", "text": "Each pension plan is overseen by a local committee or board that is responsible for the overall administration and investment of the pension plans. In determining investment policies, strategies and goals, each committee or board considers factors including, local pension rules and regulations; local tax regulations; availability of investment vehicles (separate accounts, commingled accounts, insurance funds, etc.); funded status of the plans; ratio of actives to retirees; duration of liabilities; and other relevant factors including: diversification, liquidity of local markets and liquidity of base currency. A majority of the Company\u2019s pension funds are open to new entrants and are expected to be on-going plans. Permitted investments are primarily liquid and/or listed, with little reliance on illiquid and non-traditional investments such as hedge funds."}
-{"_id": "JNJ20231417", "title": "JNJ 2023 Annual Report 71", "text": "The Company\u2019s retirement plan asset allocation at the end of 2023 and 2022 and target allocations for 2024 are as follows: 2023 Annual Report 73 ######Percent of Plan Assets######Target Allocation## ##2023######2022####2024## Worldwide Retirement Plans############## Equity securities##58##%####62##%##58##% Debt securities##42######38####42## Total plan assets##100##%####100##%##100##%"}
-{"_id": "JNJ20231419", "title": "JNJ Determination of fair value of plan assets", "text": "The Plan has an established and well-documented process for determining fair values. Fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, fair value is based upon models that primarily use, as inputs, market-based or independently sourced market parameters, including yield curves, interest rates, volatilities, equity or debt prices, foreign exchange rates and credit curves."}
-{"_id": "JNJ20231420", "title": "JNJ Determination of fair value of plan assets", "text": "While the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date."}
-{"_id": "JNJ20231422", "title": "JNJ Valuation hierarchy", "text": "The authoritative literature establishes a three-level hierarchy to prioritize the inputs used in measuring fair value. The levels within the hierarchy are described in the table below with Level 1 having the highest priority and Level 3 having the lowest."}
-{"_id": "JNJ20231423", "title": "JNJ Valuation hierarchy", "text": "The Net Asset Value (NAV) is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding."}
-{"_id": "JNJ20231424", "title": "JNJ Valuation hierarchy", "text": "A financial instrument\u2019s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement."}
-{"_id": "JNJ20231432", "title": "JNJ Valuation hierarchy", "text": "Following is a description of the valuation methodologies used for the investments measured at fair value. \u2022Short-term investment funds \u2014 Cash and quoted short-term instruments are valued at the closing price or the amount held on deposit by the custodian bank. Other investments are through investment vehicles valued using the NAV provided by the administrator of the fund. The NAV is a quoted price in a market that is not active and classified as Level 2. \u2022Government and agency securities \u2014 A limited number of these investments are valued at the closing price reported on the major market on which the individual securities are traded. Where quoted prices are available in an active market, the investments are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available for the specific security, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. When quoted market prices for a security are not available in an active market, they are classified as Level 2. \u2022Debt instruments \u2014 A limited number of these investments are valued at the closing price reported on the major market on which the individual securities are traded. Where quoted prices are available in an active market, the investments are classified as Level 1. If quoted market prices are not available for the specific security, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows and are classified as Level 2. Level 3 debt instruments are priced based on unobservable inputs. \u2022Equity securities \u2014 Equity securities are valued at the closing price reported on the major market on which the individual securities are traded. Substantially all equity securities are classified within Level 1 of the valuation hierarchy. \u2022Commingled funds \u2014 These investment vehicles are valued using the NAV provided by the fund administrator. Assets in the Level 2 category have a quoted market price. \u2022Other assets \u2014 Other assets are represented primarily by limited partnerships. These investment vehicles are valued using the NAV provided by the fund administrator. Other assets that are exchange listed and actively traded are classified as Level 1, while inactively traded assets are classified as Level 2."}
-{"_id": "JNJ20231443", "title": "JNJ Valuation hierarchy", "text": "The following table sets forth the Retirement Plans' investments measured at fair value as of December 31, 2023 and December 31, 2022: ####Quoted Prices in Active Markets for Identical Assets######Significant Other Observable Inputs######Significant Unobservable Inputs(1)######Investments Measured at Net Asset Value######## ####(Level 1)######(Level 2)######(Level 3)############Total Assets## (Dollars in Millions)##2023####2022##2023####2022##2023####2022##2023####2022##2023####2022 Short-term investment funds##$12####26##829####13##\u2014####\u2014##\u2014####\u2014##841####39 Government and agency securities##\u2014####\u2014##5,985####5,863##\u2014####\u2014##\u2014####\u2014##5,985####5,863 Debt instruments##\u2014####\u2014##3,899####3,681##\u2014####\u2014##\u2014####\u2014##3,899####3,681 Equity securities##7,764####8,846##\u2014####2##\u2014####\u2014##\u2014####\u2014##7,764####8,848 Commingled funds##\u2014####\u2014##4,967####4,362##43####56##6,672####6,096##11,682####10,514 Other assets##\u2014####\u2014##49####33##92####12##3,295####2,506##3,436####2,551 Investments at fair value##$7,776####8,872##15,729####13,954##135####68##9,967####8,602##33,607####31,496"}
-{"_id": "JNJ20231444", "title": "JNJ Valuation hierarchy", "text": "(1) The activity for the Level 3 assets is not significant for all years presented."}
-{"_id": "JNJ20231445", "title": "JNJ Valuation hierarchy", "text": "The Company's Other Benefit Plans are unfunded except for U.S. commingled funds (Level 2) of $86 million and $78 million at December 31, 2023 and December 31, 2022, respectively."}
-{"_id": "JNJ20231446", "title": "JNJ Valuation hierarchy", "text": "The fair value of Johnson & Johnson Common Stock directly held in plan assets was $14 million (0.0% of total plan assets) at December 31, 2023 and $21 million (0.1% of total plan assets) at December 31, 2022."}
-{"_id": "JNJ20231448", "title": "JNJ 11. Savings plan", "text": "The Company has voluntary 401(k) savings plans designed to enhance the existing retirement programs covering eligible employees. The Company matches a percentage of each employee\u2019s contributions consistent with the provisions of the plan for which the employee is eligible. Total Company matching contributions to the plans were $263 million, $257 million and $239 million in fiscal years 2023, 2022 and 2021, respectively."}
-{"_id": "JNJ20231464", "title": "JNJ 12. Capital and treasury stock", "text": "Changes in treasury stock were: ####Treasury Stock## (Amounts in Millions Except Treasury Stock Shares in Thousands)##Shares####Amount Balance at January 3, 2021##487,331####$38,490 Employee compensation and stock option plans##(17,399)####(2,847) Repurchase of common stock##20,946####3,456 Balance at January 2, 2022##490,878####39,099 Employee compensation and stock option plans##(20,007)####(3,440) Repurchase of common stock##35,375####6,035 Balance at January 1, 2023##506,246####41,694 Employee compensation and stock option plans##(15,521)####(2,529) Repurchase of common stock##31,085####5,079 Kenvue share exchange (Note 21)##190,955####31,418 Balance at December 31, 2023##712,765####$75,662"}
-{"_id": "JNJ20231465", "title": "JNJ 12. Capital and treasury stock", "text": "Aggregate shares of common stock issued were approximately 3,119,843,000 shares at the end of fiscal years 2023, 2022 and 2021."}
-{"_id": "JNJ20231466", "title": "JNJ 12. Capital and treasury stock", "text": "Cash dividends paid were $4.70 per share in fiscal year 2023, compared with dividends of $4.45 per share in fiscal year 2022, and $4.19 per share in fiscal year 2021."}
-{"_id": "JNJ20231467", "title": "JNJ 12. Capital and treasury stock", "text": "On January 2, 2024, the Board of Directors declared a regular cash dividend of $1.19 per share, payable on March 5, 2024 to shareholders of record as of February 20, 2024."}
-{"_id": "JNJ20231469", "title": "JNJ 12. Capital and treasury stock", "text": "On September 14, 2022, the Company announced that its Board of Directors approved a share repurchase program, authorizing the Company to purchase up to $5.0 billion of the Company's shares of common stock. The repurchase program was completed during the fiscal first quarter of 2023."}
-{"_id": "JNJ20231480", "title": "JNJ 13. Accumulated other comprehensive income (loss)", "text": "Components of other comprehensive income (loss) consist of the following: (Dollars in Millions)##Foreign Currency Translation####Gain/ (Loss) On Securities##Employee Benefit Plans####Gain/ (Loss) On Derivatives & Hedges##Total Accumulated Other Comprehensive Income (Loss) January 3, 2021####$(8,938)##1##(6,957)####652##(15,242) Net 2021 changes####(1,079)##(4)##4,255####(988)##2,184 January 2, 2022####(10,017)##(3)##(2,702)####(336)##(13,058) Net 2022 changes####(1,796)##(24)##1,805####106##91 January 1, 2023####(11,813)##(27)##(897)####(230)##(12,967) Net 2023 changes####(3,221)##26##(1,399)####(147)##(4,741) Kenvue Separation/IPO####4,885####296##*####5,181 December 31, 2023####$(10,149)##(1)##(2,000)####(377)##(12,527)"}
-{"_id": "JNJ20231481", "title": "JNJ 13. Accumulated other comprehensive income (loss)", "text": "Amounts in accumulated other comprehensive income are presented net of the related tax impact. Foreign currency translation is not adjusted for income taxes where it relates to permanent investments in international subsidiaries. For additional details on comprehensive income see the Consolidated Statements of Comprehensive Income."}
-{"_id": "JNJ20231482", "title": "JNJ 13. Accumulated other comprehensive income (loss)", "text": "Details on reclassifications out of Accumulated Other Comprehensive Income:"}
-{"_id": "JNJ20231483", "title": "JNJ 13. Accumulated other comprehensive income (loss)", "text": "Gain/(Loss) On Securities - reclassifications released to Other (income) expense, net."}
-{"_id": "JNJ20231484", "title": "JNJ 13. Accumulated other comprehensive income (loss)", "text": "Employee Benefit Plans - reclassifications are included in net periodic benefit cost. See Note 10 for additional details."}
-{"_id": "JNJ20231485", "title": "JNJ 13. Accumulated other comprehensive income (loss)", "text": "Gain/(Loss) On Derivatives & Hedges - reclassifications to earnings are recorded in the same account as the hedged transaction. See Note 6 for additional details."}
-{"_id": "JNJ20231486", "title": "JNJ 13. Accumulated other comprehensive income (loss)", "text": "* Includes impact of curtailments and settlements in connection with separation from Kenvue."}
-{"_id": "JNJ20231488", "title": "JNJ 14. International currency translation", "text": "For translation of its subsidiaries operating in non-U.S. Dollar currencies, the Company has determined that the local currencies of its international subsidiaries are the functional currencies except those in highly inflationary economies, which are defined as those which have had compound cumulative rates of inflation of 100% or more during the past three years, or where a substantial portion of its cash flows are not in the local currency. For the majority of the Company's subsidiaries the local currency is the functional currency."}
-{"_id": "JNJ20231489", "title": "JNJ 14. International currency translation", "text": "In consolidating international subsidiaries, balance sheet currency effects are recorded as a component of accumulated other comprehensive income. The other current and non-current assets line within the Statement of Cash flows includes the impact of foreign currency translation. This equity account includes the results of translating certain balance sheet assets and liabilities at current exchange rates and some accounts at historical rates, except for those located in highly inflationary economies (Argentina and Venezuela). Beginning in the fiscal second quarter of 2022, the Company also accounted for operations in Turkey as highly inflationary. The translation of balance sheet accounts for highly inflationary economies are reflected in the operating results."}
-{"_id": "JNJ20231490", "title": "JNJ 14. International currency translation", "text": "A rollforward of the changes during fiscal years 2023, 2022 and 2021 for foreign currency translation adjustments is included in Note 13."}
-{"_id": "JNJ20231491", "title": "JNJ 14. International currency translation", "text": "Net currency transaction gains and losses included in Other (income) expense were losses of $366 million, $286 million and $216 million in fiscal years 2023, 2022 and 2021, respectively."}
-{"_id": "JNJ20231505", "title": "JNJ 15. Earnings per share", "text": "The following is a reconciliation of basic net earnings per share to diluted net earnings per share for the fiscal years ended December 31, 2023, January 1, 2023 and January 2, 2022: (In Millions Except Per Share Amounts)##2023##2022##2021 Basic net earnings per share from continuing operations##$5.26##6.23##6.76 Basic net earnings per share from discontinued operations##8.62##0.60##1.17 Total net earnings per share - basic##13.88##6.83##7.93 Average shares outstanding \u2014 basic##2,533.5##2,625.2##2,632.1 Potential shares exercisable under stock option plans##94.1##140.1##138.0 Less: shares repurchased under treasury stock method##(67.2)##(101.4)##(96.1) Adjusted average shares outstanding \u2014 diluted##2,560.4##2,663.9##2,674.0 Diluted net earnings per share from continuing operations##5.20##6.14##6.66 Diluted net earnings per share from discontinuing operations##8.52##0.59##1.15 Total net earnings per share - diluted##$13.72##6.73##7.81"}
-{"_id": "JNJ20231506", "title": "JNJ 15. Earnings per share", "text": "The diluted net earnings per share calculation for fiscal year 2023 excluded 43 million shares related to stock options, as the exercise price of these options was greater than the average market value of the Company's stock."}
-{"_id": "JNJ20231507", "title": "JNJ 15. Earnings per share", "text": "The diluted net earnings per share calculation for the fiscal years 2022 and 2021 included all shares related to stock options, as the exercise price of these options was less than the average market value of the Company's stock."}
-{"_id": "JNJ20231509", "title": "JNJ 16. Common stock, stock option plans and stock compensation agreements", "text": "At December 31, 2023, the Company had one stock-based compensation plan. The shares outstanding are for contracts under the Company's 2012 Long-Term Incentive Plan and the 2022 Long-Term Incentive Plan. The 2012 Long-Term Incentive Plan expired on April 26, 2022. All awards (stock options, restricted shares units and performance share units) granted subsequent to that date were under the 2022 Long-Term Incentive Plan. Under the 2022 Long-Term Incentive Plan, the Company may issue up to 150 million shares of common stock, of which up to 110 million shares of common stock may be issued subject to stock options or stock appreciation rights and up to 40 million shares of common stock may be issued subject to full value awards. Awards will generally be counted on a 1-for-1 basis against the share reserve, provided that if more than 40 million full value awards are granted, each full value award in excess of 40 million will be counted on a 5-for-1 basis against the share reserve. Shares available for future grants under the 2022 Long-Term Incentive Plan were 130 million at the end of fiscal year 2023."}
-{"_id": "JNJ20231510", "title": "JNJ 16. Common stock, stock option plans and stock compensation agreements", "text": "The compensation cost that has been charged against income for these plans was $1,087 million, $1,028 million and $1,038 million for fiscal years 2023, 2022 and 2021, respectively. The total income tax benefit recognized in the income statement for share-based compensation costs was $221 million, $177 million and $199 million for fiscal years 2023, 2022 and 2021, respectively. The Company also recognized additional income tax benefits of $126 million, $267 million and $213 million for fiscal years 2023, 2022 and 2021, respectively, for which options were exercised or restricted shares were vested. The total unrecognized compensation cost was $907 million, $866 million and $775 million for fiscal years 2023, 2022 and 2021, respectively. The weighted average period for this cost to be recognized was 1.80 years, 1.80 years and 1.78 years for fiscal years 2023, 2022, and 2021, respectively. Share-based compensation costs capitalized as part of inventory were insignificant in all periods."}
-{"_id": "JNJ20231512", "title": "JNJ 16. Common stock, stock option plans and stock compensation agreements", "text": "The Company settles employee benefit equity issuances with treasury shares. Treasury shares are replenished through market purchases throughout the year for the number of shares used to settle employee benefit equity issuances."}
-{"_id": "JNJ20231514", "title": "JNJ Stock options", "text": "Stock options expire 10 years from the date of grant and vest over service periods that range from 6 months to 4 years."}
-{"_id": "JNJ20231515", "title": "JNJ Stock options", "text": "Options granted under the 2012 Long-Term Incentive Plan were granted at the average of the high and low prices of the Company\u2019s Common Stock on the New York Stock Exchange on the date of grant. Options granted under the 2022 Long-Term incentive Plan were granted at the closing price of the Company\u2019s Common Stock on the New York Stock Exchange on the date of grant."}
-{"_id": "JNJ20231516", "title": "JNJ Stock options", "text": "The fair value of each option award was estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. For 2023, 2022, and 2021 grants, expected volatility represents a blended rate of 10-year weekly historical overall volatility rate, and a 5-week average implied volatility rate based on at-the-money traded Johnson & Johnson options with a life of 2 years. For all grants, historical data is used to determine the expected life of the option. The risk-free rate was based on the U.S. Treasury yield curve in effect at the time of grant."}
-{"_id": "JNJ20231522", "title": "JNJ Stock options", "text": "The average fair value of options granted was $27.85, $23.23 and $20.86, in fiscal years 2023, 2022 and 2021, respectively. The fair value was estimated based on the weighted average assumptions of: ##2023####2022####2021## Risk-free rate##3.74##%##1.98##%##0.83##% Expected volatility##17.69##%##18.00##%##18.59##% Expected life (in years)##7.0####7.0####7.0## Expected dividend yield##2.90##%##2.70##%##2.50##%"}
-{"_id": "JNJ20231529", "title": "JNJ Stock options", "text": "A summary of option activity under the Plan as of December 31, 2023, is presented below: (Shares in Thousands)##Outstanding Shares##Weighted Average Exercise Price##Aggregate Intrinsic Value (Dollars in Millions) Shares at January 1, 2023##118,672##$134.95##$4,949 Options granted##16,320##162.75## Options exercised##(12,386)##109.48## Options canceled/forfeited*##(10,368)##155.62## Shares at December 31, 2023##112,238##$139.88##$2,239"}
-{"_id": "JNJ20231530", "title": "JNJ Stock options", "text": "The total intrinsic value of options exercised was $729 million, $1,228 million and $919 million in fiscal years 2023, 2022 and 2021, respectively."}
-{"_id": "JNJ20231531", "title": "JNJ Stock options", "text": "*includes 7,689 shares of options cancelled as a result of the conversion of Johnson & Johnson stock options held by Kenvue employees into Kenvue stock options"}
-{"_id": "JNJ20231541", "title": "JNJ 2023 Annual Report 79", "text": "The following table summarizes stock options outstanding and exercisable at December 31, 2023: (Shares in Thousands)####Outstanding######Exercisable## Exercise Price Range##Options##Average Life(1)##Weighted Average Exercise Price##Options####Weighted Average Exercise Price $90.44 - $101.87##20,774##1.4##$99.21##20,774####$99.21 $115.67 - $129.51##19,368##3.6##122.49##19,368####122.49 $131.94 - $151.41##27,391##5.6##142.84##26,676####142.61 $162.70 - $162.75##13,928##9.1##162.75##6####162.75 $164.62 - $165.89##30,777##7.6##165.29##174####165.12 ##112,238##5.5##$139.88##66,998####$123.39"}
-{"_id": "JNJ20231542", "title": "JNJ 2023 Annual Report 79", "text": "(1) Average contractual life remaining in years."}
-{"_id": "JNJ20231543", "title": "JNJ 2023 Annual Report 79", "text": "Stock options outstanding at January 1, 2023 and January 2, 2022 were 118,672 and an average life of 5.8 years and 117,361 and an average life of 5.8 years, respectively. Stock options exercisable at January 1, 2023 and January 2, 2022 were 63,661 at an average price of $113.06 and 62,742 at an average price of $104.42, respectively."}
-{"_id": "JNJ20231545", "title": "JNJ Restricted share units and performance share units", "text": "The Company grants restricted share units which vest over service periods that range from 6 months to 3 years. The Company also grants performance share units, which are paid in shares of Johnson & Johnson Common Stock after the end of a three-year performance period. Performance shares were granted with two equally-weighted goals that directly align with or help drive long-term total shareholder return: adjusted operational earnings per share and relative total shareholder return. The number of shares actually earned at the end of the three-year period will vary, based only on actual performance, from 0% to 200% of the target number of performance share units granted."}
-{"_id": "JNJ20231552", "title": "JNJ Restricted share units and performance share units", "text": "A summary of the restricted share units and performance share units activity under the Plans as of December 31, 2023 is presented below: (Shares in Thousands)##Outstanding Restricted Share Units##Outstanding Performance Share Units Shares at January 1, 2023##13,616##2,357 Granted##5,910##828 Issued##(4,329)##(785) Canceled/forfeited/adjusted*##(2,259)##(363) Shares at December 31, 2023##12,938##2,037"}
-{"_id": "JNJ20231553", "title": "JNJ Restricted share units and performance share units", "text": "*includes 1,421 shares of restricted share units and 264 shares of performance share units cancelled as a result of the conversion of Johnson & Johnson restricted share units and performance share units held by Kenvue employees into Kenvue restricted share units"}
-{"_id": "JNJ20231554", "title": "JNJ Restricted share units and performance share units", "text": "The average fair value of the restricted share units granted was $152.63, $153.67 and $152.62 in fiscal years 2023, 2022 and 2021, respectively, using the fair market value at the date of grant. The fair value of restricted share units was discounted for dividends, which are not paid on the restricted share units during the vesting period. The fair value of restricted share units issued was $605 million, $591 million and $611 million in 2023, 2022 and 2021, respectively."}
-{"_id": "JNJ20231555", "title": "JNJ Restricted share units and performance share units", "text": "The weighted average fair value of the performance share units granted was $145.17, $170.46 and $179.35 in fiscal years 2023, 2022 and 2021, calculated using the weighted average fair market value for each of the component goals at the date of grant."}
-{"_id": "JNJ20231557", "title": "JNJ Restricted share units and performance share units", "text": "The fair values for the earnings per share goals of each performance share unit were estimated on the date of grant using the fair market value of the shares at the time of the award discounted for dividends, which are not paid on the performance share units during the vesting period. The fair value for the relative total shareholder return goal of each performance share unit was estimated on the date of grant using the Monte Carlo valuation model. The fair value of performance share units issued was $140 million, $94 million and $83 million in fiscal years 2023, 2022 and 2021, respectively."}
-{"_id": "JNJ20231595", "title": "JNJ 17. Segments of business and geographic areas", "text": "Following the separation of the Consumer Health business in the fiscal third quarter of 2023, the Company is now organized into two business segments: Innovative Medicine (formerly referred to as Pharmaceutical) and MedTech. The segment results have been recast for all periods to reflect the continuing operations of the Company. ####Sales to Customers########% Change## (Dollars in Millions)##2023##2022##2021##\u201923 vs. \u201922######\u201922 vs. \u201921 INNOVATIVE MEDICINE(1)############## Immunology############## U.S.##$11,539##11,036##10,843##4.6##%####1.8 International##6,513##5,899##5,907##10.4######(0.1) Worldwide##18,052##16,935##16,750##6.6######1.1 REMICADE############## U.S.##1,143##1,417##2,019##(19.3)######(29.8) U.S. Exports##147##204##236##(28.0)######(13.6) International##549##722##935##(23.9)######(22.8) Worldwide##1,839##2,343##3,190##(21.5)######(26.6) SIMPONI / SIMPONI ARIA############## U.S.##1,124##1,166##1,127##(3.6)######3.5 International##1,073##1,017##1,148##5.4######(11.4) Worldwide##2,197##2,184##2,276##0.6######(4.0) STELARA############## U.S.##6,966##6,388##5,938##9.0######7.6 International##3,892##3,335##3,196##16.7######4.4 Worldwide##10,858##9,723##9,134##11.7######6.5 TREMFYA############## U.S.##2,147##1,844##1,503##16.5######22.7 International##999##824##624##21.2######32.0 Worldwide##3,147##2,668##2,127##17.9######25.4 OTHER IMMUNOLOGY############## U.S.##11##17##21##(33.8)######(18.4) International##0##0##3##\u2014######* Worldwide##11##17##24##(33.8)######(28.2) Infectious Diseases############## U.S.##1,500##1,680##2,249##(10.7)######(25.3) International##2,918##3,769##3,576##(22.6)######5.4 Worldwide##4,418##5,449##5,825##(18.9)######(6.5) COVID-19 VACCINE############## U.S.##0##120##634##*######(81.1) International##1,117##2,059##1,751##(45.8)######17.6 Worldwide##1,117##2,179##2,385##(48.8)######(8.6)"}
-{"_id": "JNJ20231677", "title": "JNJ 2023 Annual Report 81", "text": " ####Sales to Customers######% Change## (Dollars in Millions)##2023##2022##2021##\u201923 vs. \u201922####\u201922 vs. \u201921 EDURANT / rilpivirine############ U.S.##35##36##41##(3.7)####(10.8) International##1,115##972##953##14.8####2.0 Worldwide##1,150##1,008##994##14.1####1.5 PREZISTA / PREZCOBIX / REZOLSTA / SYMTUZA############ U.S.##1,446##1,494##1,508##(3.2)####(1.0) International##408##449##575##(9.2)####(21.9) Worldwide##1,854##1,943##2,083##(4.6)####(6.7) OTHER INFECTIOUS DISEASES############ U.S.##19##30##66##(34.5)####(55.5) International##278##289##297##(3.8)####(2.6) Worldwide##297##318##363##(6.7)####(12.3) Neuroscience############ U.S.##4,065##3,570##3,347##13.9####6.7 International##3,076##3,323##3,641##(7.5)####(8.7) Worldwide##7,140##6,893##6,988##3.6####(1.4) CONCERTA / methylphenidate############ U.S.##230##151##172##52.5####(12.5) International##554##493##495##12.2####(0.4) Worldwide##783##644##667##21.6####(3.5) INVEGA SUSTENNA / XEPLION / INVEGA TRINZA / TREVICTA############ U.S.##2,897##2,714##2,550##6.7####6.5 International##1,218##1,426##1,472##(14.6)####(3.1) Worldwide##4,115##4,140##4,022##(0.6)####3.0 SPRAVATO############ U.S.##589##328##198##79.7####65.7 International##100##46##26##*####76.9 Worldwide##689##374##224##84.1####67.0 OTHER NEUROSCIENCE(2)############ U.S.##349##376##427##(7.3)####(11.9) International##1,204##1,358##1,647##(11.3)####(17.5) Worldwide##1,553##1,734##2,074##(10.4)####(16.4) Oncology############ U.S.##8,462##6,930##5,958##22.1####16.3 International##9,199##9,052##8,590##1.6####5.4 Worldwide##17,661##15,983##14,548##10.5####9.9 ####Sales to Customers######% Change## (Dollars in Millions)##2023##2022##2021##\u201923 vs. \u201922####\u201922 vs. \u201921 CARVYKTI############ U.S.##469##133##\u2014##*####* International##30##\u2014##\u2014##*####* Worldwide##500##133##\u2014##*####* DARZALEX############ U.S.##5,277##4,210##3,169##25.4####32.8 International##4,467##3,767##2,854##18.6####32.0 Worldwide##9,744##7,977##6,023##22.2####32.4 ERLEADA############ U.S.##1,065##968##813##10.0####19.2 International##1,322##913##478##44.8####* Worldwide##2,387##1,881##1,291##26.9####45.7 IMBRUVICA############ U.S.##1,051##1,390##1,747##(24.4)####(20.4) International##2,214##2,394##2,622##(7.5)####(8.7) Worldwide##3,264##3,784##4,369##(13.7)####(13.4) ZYTIGA /abiraterone acetate############ U.S.##50##74##119##(32.1)####(37.8) International##837##1,696##2,178##(50.7)####(22.1) Worldwide##887##1,770##2,297##(49.9)####(22.9) OTHER ONCOLOGY############ U.S.##549##156##110##*####41.8 International##330##283##458##16.9####(38.2) Worldwide##879##438##568##*####(22.9) Pulmonary Hypertension############ U.S.##2,697##2,346##2,365##15.0####(0.8) International##1,117##1,071##1,085##4.3####(1.3) Worldwide##3,815##3,417##3,450##11.6####(1.0) OPSUMIT############ U.S.##1,292##1,132##1,147##14.1####(1.3) International##681##651##672##4.6####(3.2) Worldwide##1,973##1,783##1,819##10.6####(2.0) UPTRAVI############ U.S.##1,326##1,104##1,056##20.1####4.5 International##255##218##181##17.3####20.4 Worldwide##1,582##1,322##1,237##19.7####6.9 OTHER PULMONARY HYPERTENSION############ U.S.##79##110##163##(28.6)####(32.3) International##182##202##232##(10.3)####(12.8) Worldwide##260##313##395##(16.7)####(20.8)"}
-{"_id": "JNJ20231764", "title": "JNJ 2023 Annual Report 83", "text": " ####Sales to Customers######% Change## (Dollars in Millions)##2023##2022##2021##\u201923 vs. \u201922####\u201922 vs. \u201921 Cardiovascular / Metabolism / Other############ U.S.##2,906##3,042##3,192##(4.5)####(4.7) International##765##845##927##(9.4)####(8.9) Worldwide##3,671##3,887##4,119##(5.5)####(5.6) XARELTO############ U.S.##2,365##2,473##2,438##(4.4)####1.4 International##\u2014##\u2014##\u2014##\u2014####\u2014 Worldwide##2,365##2,473##2,438##(4.4)####1.4 OTHER(3)############ U.S.##541##569##754##(5.0)####(24.5) International##765##845##927##(9.4)####(8.8) Worldwide##1,306##1,414##1,682##(7.6)####(15.9) TOTAL INNOVATIVE MEDICINE############ U.S.##31,169##28,604##27,954##9.0####2.3 International##23,590##23,959##23,726##(1.5)####1.0 Worldwide##54,759##52,563##51,680##4.2####1.7 MEDTECH############ Interventional Solutions############ U.S.##3,633##2,169##1,836##67.5####18.2 International##2,717##2,131##2,135##27.5####(0.2) Worldwide##6,350##4,300##3,971##47.7####8.3 ELECTROPHYSIOLOGY############ U.S.##2,458##2,036##1,730##20.7####17.7 International##2,230##1,901##1,893##17.3####0.4 Worldwide##4,688##3,937##3,623##19.1####8.7 ABIOMED(4)############ U.S.##1,066##31##\u2014##*####* International##240##\u2014##\u2014##*####* Worldwide##1,306##31##\u2014##*####* OTHER INTERVENTIONAL SOLUTIONS############ U.S.##109##102##106##6.7####(3.8) International##247##230##242##7.3####(5.0) Worldwide##356##332##348##7.1####(4.6) Orthopaedics############ U.S.##5,525##5,321##5,126##3.8####3.8 International##3,417##3,267##3,462##4.6####(5.6) Worldwide##8,942##8,587##8,588##4.1####0.0 HIPS############ U.S.##996##943##878##5.6####7.3 International##564##571##602##(1.2)####(5.1) Worldwide##1,560##1,514##1,480##3.0####2.3 ####Sales to Customers######% Change## (Dollars in Millions)##2023##2022##2021##\u201923 vs. \u201922####\u201922 vs. \u201921 KNEES############ U.S.##896##851##787##5.3####8.2 International##559##508##538##10.2####(5.7) Worldwide##1,456##1,359##1,325##7.1####2.6 TRAUMA############ U.S.##1,949##1,882##1,819##3.6####3.5 International##1,030##989##1,066##4.1####(7.2) Worldwide##2,979##2,871##2,885##3.8####(0.5) SPINE, SPORTS & OTHER############ U.S.##1,684##1,645##1,642##2.4####0.2 International##1,263##1,198##1,256##5.4####(4.6) Worldwide##2,947##2,843##2,898##3.7####(1.9) Surgery############ U.S.##4,031##3,897##3,867##3.4####0.8 International##6,006##5,793##5,945##3.7####(2.6) Worldwide##10,037##9,690##9,812##3.6####(1.2) ADVANCED############ U.S.##1,833##1,784##1,761##2.8####1.3 International##2,837##2,785##2,861##1.9####(2.6) Worldwide##4,671##4,569##4,622##2.2####(1.1) GENERAL############ U.S.##2,198##2,113##2,105##4.0####0.4 International##3,168##3,008##3,085##5.3####(2.5) Worldwide##5,366##5,121##5,190##4.8####(1.3) Vision############ U.S.##2,086##1,990##1,857##4.8####7.2 International##2,986##2,859##2,831##4.5####1.0 Worldwide##5,072##4,849##4,688##4.6####3.4 CONTACT LENSES / OTHER############ U.S.##1,626##1,522##1,398##6.8####8.9 International##2,076##2,022##2,043##2.7####(1.0) Worldwide##3,702##3,543##3,440##4.5####3.0 SURGICAL############ U.S.##460##468##459##(1.8)####2.0 International##910##837##788##8.6####6.2 Worldwide##1,370##1,306##1,248##4.9####4.6 TOTAL MEDTECH############ U.S.##15,275##13,377##12,686##14.2####5.4 International##15,125##14,050##14,374##7.7####(2.3) Worldwide##30,400##27,427##27,060##10.8####1.4"}
-{"_id": "JNJ20231771", "title": "JNJ 2023 Annual Report 85", "text": " ####Sales to Customers########% Change## (Dollars in Millions)##2023##2022##2021##\u201923 vs. \u201922######\u201922 vs. \u201921 WORLDWIDE############## U.S.##46,444##41,981##40,640##10.6######3.3 International##38,715##38,009##38,100##1.9######(0.2) Worldwide##$85,159##79,990##78,740##6.5##%####1.6"}
-{"_id": "JNJ20231805", "title": "JNJ *Percentage greater than 100% or not meaningful (1)Previously referred to as Pharmaceutical (2)Inclusive of RISPERDAL CONSTA which was previously disclosed separately (3) Inclusive of INVOKANA which was previously disclosed separately (4)  Acquired on December 22, 2022", "text": " ####Income Before Tax######Identifiable Assets## (Dollars in Millions)##2023 (3)##2022 (4)##2021 (5)##2023####2022 Innovative Medicine##$18,246##15,647##17,750##$58,324####58,436 MedTech##4,669##4,447##4,208##74,710####70,956 Total##22,915##20,094##21,958##133,034####129,392 Less: Expense not allocated to segments (1)##7,853##735##2,780###### Discontinued operations########\u2014####27,237 General corporate (2)########34,524####30,749 Worldwide total##$15,062##19,359##19,178##$167,558####187,378 ####Additions to Property, Plant & Equipment######Depreciation and Amortization## (Dollars in Millions)##2023##2022##2021##2023##2022##2021 Innovative Medicine##$1,653##1,374##1,198##$3,847##3,687##4,029 MedTech##2,372##2,120##1,933##2,943##2,302##2,286 Segments total##4,025##3,494##3,131##6,790##5,989##6,315 Discontinued operations##162##303##314##383##641##739 General corporate##356##212##207##313##340##336 Worldwide total##$4,543##4,009##3,652##$7,486##6,970##7,390 ####Sales to Customers######Long-Lived Assets (6)## (Dollars in Millions)##2023##2022##2021##2023####2022 United States##$46,444##41,981##40,640##$54,832####58,750 Europe##20,410##20,664##20,595##31,616####29,878 Western Hemisphere excluding U.S.##4,549##4,108##3,927##1,491####1,289 Asia-Pacific, Africa##13,756##13,237##13,578##1,500####1,520 Segments total##85,159##79,990##78,740##89,439####91,437 Discontinued operations########\u2014####27,237 General corporate########1,192####1,081 Other non long-lived assets########76,927####67,623 Worldwide total##$85,159##79,990##78,740##$167,558####187,378"}
-{"_id": "JNJ20231806", "title": "JNJ *Percentage greater than 100% or not meaningful (1)Previously referred to as Pharmaceutical (2)Inclusive of RISPERDAL CONSTA which was previously disclosed separately (3) Inclusive of INVOKANA which was previously disclosed separately (4)  Acquired on December 22, 2022", "text": "See Note 1 for a description of the segments in which the Company operates."}
-{"_id": "JNJ20231807", "title": "JNJ *Percentage greater than 100% or not meaningful (1)Previously referred to as Pharmaceutical (2)Inclusive of RISPERDAL CONSTA which was previously disclosed separately (3) Inclusive of INVOKANA which was previously disclosed separately (4)  Acquired on December 22, 2022", "text": "Export sales are not significant. In fiscal year 2023, the Company utilized three wholesalers distributing products for both segments that represented approximately 18.2%, 15.1% and 14.2% of the total consolidated revenues. In fiscal year 2022, the Company had three wholesalers distributing products for both segments that represented approximately 18.9%, 15.0% and 13.8% of the total consolidated revenues. In fiscal year 2021, the Company had three wholesalers distributing products for all three segments that represented approximately 16.6%, 12.6%, and 12.6% of the total consolidated revenues."}
-{"_id": "JNJ20231808", "title": "JNJ *Percentage greater than 100% or not meaningful (1)Previously referred to as Pharmaceutical (2)Inclusive of RISPERDAL CONSTA which was previously disclosed separately (3) Inclusive of INVOKANA which was previously disclosed separately (4)  Acquired on December 22, 2022", "text": "(1)Amounts not allocated to segments include interest (income)/expense and general corporate (income)/expense. Fiscal 2023 includes an approximately $7 billion charge related to talc matters (See Note 19, Legal proceedings, for additional details) and $0.4 billion related to the unfavorable change in the fair value of the retained stake in Kenvue."}
-{"_id": "JNJ20231809", "title": "JNJ *Percentage greater than 100% or not meaningful (1)Previously referred to as Pharmaceutical (2)Inclusive of RISPERDAL CONSTA which was previously disclosed separately (3) Inclusive of INVOKANA which was previously disclosed separately (4)  Acquired on December 22, 2022", "text": "(2)General corporate includes cash, cash equivalents and marketable securities."}
-{"_id": "JNJ20231816", "title": "JNJ *Percentage greater than 100% or not meaningful (1)Previously referred to as Pharmaceutical (2)Inclusive of RISPERDAL CONSTA which was previously disclosed separately (3) Inclusive of INVOKANA which was previously disclosed separately (4)  Acquired on December 22, 2022", "text": "(3)Innovative Medicine includes: \u2022One-time COVID-19 Vaccine manufacturing exit related costs of $0.7 billion \u2022A restructuring related charge of $0.5 billion \u2022Unfavorable changes in the fair value of securities of $0.4 billion \u2022Favorable litigation related items of $0.1 billion \u2022Loss on divestiture $0.2 billion. \u2022An intangible asset impairment charge of approximately $0.2 billion related to market dynamics associated with a non-strategic asset (M710) acquired as part of the acquisition of Momenta Pharmaceuticals in 2020."}
-{"_id": "JNJ20231822", "title": "JNJ *Percentage greater than 100% or not meaningful (1)Previously referred to as Pharmaceutical (2)Inclusive of RISPERDAL CONSTA which was previously disclosed separately (3) Inclusive of INVOKANA which was previously disclosed separately (4)  Acquired on December 22, 2022", "text": "MedTech includes: \u2022Acquired in process research and development asset of $0.4 billion related to the Laminar acquisition in 2023 \u2022A restructuring related charge of $0.3 billion \u2022Acquisition and integration related costs of $0.2 billion primarily related to the acquisition of Abiomed \u2022A Medical Device Regulation charge of $0.3 billion \u2022Income from litigation settlements of $0.1 billion"}
-{"_id": "JNJ20231828", "title": "JNJ *Percentage greater than 100% or not meaningful (1)Previously referred to as Pharmaceutical (2)Inclusive of RISPERDAL CONSTA which was previously disclosed separately (3) Inclusive of INVOKANA which was previously disclosed separately (4)  Acquired on December 22, 2022", "text": "(4)Innovative Medicine includes: \u2022One-time COVID-19 Vaccine manufacturing exit related costs of $1.5 billion \u2022An intangible asset impairment charge of approximately $0.8 billion related to an in-process research and development asset, bermekimab (JnJ-77474462), an investigational drug for the treatment of Atopic Dermatitis (AD) and Hidradenitis Suppurativa (HS) acquired with the acquisition of XBiotech, Inc. in the fiscal year 2020. Additional information regarding efficacy of the AD and HS indications became available which led the Company to the decision to terminate the development of bermekimab for AD and HS \u2022Litigation expense of $0.1 billion \u2022Unfavorable changes in the fair value of securities of $0.7 billion \u2022A restructuring related charge of $0.1 billion"}
-{"_id": "JNJ20231833", "title": "JNJ *Percentage greater than 100% or not meaningful (1)Previously referred to as Pharmaceutical (2)Inclusive of RISPERDAL CONSTA which was previously disclosed separately (3) Inclusive of INVOKANA which was previously disclosed separately (4)  Acquired on December 22, 2022", "text": "MedTech includes: \u2022Litigation expense of $0.6 billion primarily for pelvic mesh related costs \u2022A restructuring related charge of $0.3 billion \u2022Acquisition and integration related costs of $0.3 billion primarily related to the acquisition of Abiomed \u2022A Medical Device Regulation charge of $0.3 billion"}
-{"_id": "JNJ20231838", "title": "JNJ *Percentage greater than 100% or not meaningful (1)Previously referred to as Pharmaceutical (2)Inclusive of RISPERDAL CONSTA which was previously disclosed separately (3) Inclusive of INVOKANA which was previously disclosed separately (4)  Acquired on December 22, 2022", "text": "(5)Innovative Medicine includes: \u2022Litigation expense of $0.6 billion, primarily related to Risperdal Gynecomastia \u2022Divestiture gains of $0.6 billion \u2022Gains of $0.5 billion related to the change in the fair value of securities \u2022A restructuring related charge of $0.1 billion"}
-{"_id": "JNJ20231842", "title": "JNJ *Percentage greater than 100% or not meaningful (1)Previously referred to as Pharmaceutical (2)Inclusive of RISPERDAL CONSTA which was previously disclosed separately (3) Inclusive of INVOKANA which was previously disclosed separately (4)  Acquired on December 22, 2022", "text": "MedTech includes: \u2022An in-process research and development expense of $0.9 billion related to Ottava \u2022A restructuring related charge of $0.3 billion \u2022A Medical Device Regulation charge of $0.2 billion"}
-{"_id": "JNJ20231844", "title": "JNJ 2023 Annual Report 87", "text": " \u2022Litigation expense of $0.1 billion"}
-{"_id": "JNJ20231845", "title": "JNJ 2023 Annual Report 87", "text": "(6)Long-lived assets include property, plant and equipment, net for fiscal years 2023, and 2022 of $19,898 and $17,982, respectively, and intangible assets and goodwill, net for fiscal years 2023 and 2022 of $70,733 and $74,536, respectively."}
-{"_id": "JNJ20231847", "title": "JNJ 18. Acquisitions and divestitures", "text": "In the fiscal first quarter of 2024, the Company announced it has entered into a definitive agreement to acquire Ambrx Biopharma, Inc., or Ambrx (Nasdaq: AMAM), a clinical-stage biopharmaceutical company with a proprietary synthetic biology technology platform to design and develop next-generation antibody drug conjugates (ADCs), in an all-cash merger transaction for a total equity value of approximately $2.0 billion, or $1.9 billion net of estimated cash acquired. The Company will acquire all of the outstanding shares of Ambrx\u2019s common stock for $28.00 per share through a merger of Ambrx with a subsidiary of the Company. The closing of the transaction is expected to occur in the first half of 2024, subject to receipt of Ambrx shareholder approval, as well as clearance under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions. The Company expects that the transaction will be accounted for as a business combination and the results of operations will be included in the Innovative Medicine segment as of the acquisition date."}
-{"_id": "JNJ20231848", "title": "JNJ 18. Acquisitions and divestitures", "text": "During the fiscal year 2023, the Company did not make any acquisitions that qualified as a business combination."}
-{"_id": "JNJ20231849", "title": "JNJ 18. Acquisitions and divestitures", "text": "During the fiscal year 2023, there were asset acquisitions of in-process research and development of approximately $0.5 billion in cash, primarily consisting of the acquisition of Laminar Inc. for $0.4 billion which was closed on November 30, 2023. Laminar Inc. is a privately-held medical device company focused on eliminating the left atrial appendage (LAA) in patients with non-valvular atrial fibrillation (AFib)."}
-{"_id": "JNJ20231850", "title": "JNJ 18. Acquisitions and divestitures", "text": "During the fiscal year 2022, certain businesses were acquired for $17.7 billion in cash and $1.1 billion of liabilities assumed. These acquisitions were accounted for using the acquisition method and, accordingly, results of operations have been included in the financial statements from their respective dates of acquisition."}
-{"_id": "JNJ20231851", "title": "JNJ 18. Acquisitions and divestitures", "text": "The excess of purchase price over the estimated fair value of tangible assets acquired amounted to $17.3 billion and has been assigned to identifiable intangible assets, with any residual recorded to goodwill."}
-{"_id": "JNJ20231852", "title": "JNJ 18. Acquisitions and divestitures", "text": "The fiscal year 2022 acquisitions primarily included Abiomed, Inc. (Abiomed). The remaining acquisitions were not material."}
-{"_id": "JNJ20231853", "title": "JNJ 18. Acquisitions and divestitures", "text": "On December 22, 2022, the Company completed the acquisition of Abiomed, a leading, first-to-market provider of cardiovascular medical technology with a first-in-kind portfolio for the treatment of coronary artery disease and heart failure which also has an extensive innovation pipeline of life-saving technologies. The transaction broadens the Company\u2019s position as a growing cardiovascular innovator, advancing the standard of care in heart failure and recovery, one of healthcare\u2019s largest areas of unmet need. The transaction was accounted for as a business combination and the results of operations were included in the MedTech segment as of the date of the acquisition. The acquisition was completed through a tender offer for all outstanding shares. The consideration paid in the acquisition consisted of an upfront payment of $380.00 per share in cash, amounting to $17.1 billion, net of cash acquired, as well as a non-tradeable contingent value right (\u201cCVR\u201d) entitling the holder to receive up to $35.00 per share in cash (which with respect to the CVRs total approximately $1.6 billion in the aggregate) if certain commercial and clinical milestones are achieved. The corresponding enterprise value (without taking into account the CVRs) of approximately $16.5 billion includes cash, cash equivalents and marketable securities acquired."}
-{"_id": "JNJ20231854", "title": "JNJ 18. Acquisitions and divestitures", "text": "The milestones of the CVR consist of:"}
-{"_id": "JNJ20231855", "title": "JNJ 18. Acquisitions and divestitures", "text": "a.$17.50 per share, payable if net sales for Abiomed products exceeds $3.7 billion during Johnson & Johnson\u2019s fiscal second quarter of 2027 through fiscal first quarter of 2028, or if this threshold is not met during this period and is subsequently met during any rolling four quarter period up to the end of Johnson & Johnson\u2019s fiscal first quarter of 2029, $8.75 per share;"}
-{"_id": "JNJ20231856", "title": "JNJ 18. Acquisitions and divestitures", "text": "b.$7.50 per share payable upon FDA premarket application approval of the use of Impella\u00ae products in ST-elevated myocardial infarction (STEMI) patients without cardiogenic shock by January 1, 2028; and"}
-{"_id": "JNJ20231857", "title": "JNJ 18. Acquisitions and divestitures", "text": "c.$10.00 per share payable upon the first publication of a Class I recommendation for the use of Impella\u00ae products in high risk PCI or STEMI with or without cardiogenic shock within four years from their respective clinical endpoint publication dates, but in all cases no later than December 31, 2029."}
-{"_id": "JNJ20231859", "title": "JNJ 18. Acquisitions and divestitures", "text": "During the fiscal fourth quarter of 2023, the Company finalized the purchase price allocation. In the fiscal 2023, there were purchase price allocation adjustments netting to approximately $0.2 billion with an offsetting increase to goodwill. The fair value of the acquisition was allocated to assets acquired of $20.1 billion (net of $0.3 billion cash acquired), primarily to goodwill for $11.1 billion, amortizable intangible assets for $6.6 billion, IPR&D for $1.1 billion, marketable securities of $0.6 billion and"}
-{"_id": "JNJ20231860", "title": "JNJ 18. Acquisitions and divestitures", "text": "liabilities assumed of $3.0 billion, which includes the fair value of the contingent consideration mentioned above for $0.7 billion and deferred taxes of $2.0 billion. The goodwill is primarily attributable to the commercial acceleration and expansion of the portfolio and is not expected to be deductible for tax purposes. The contingent consideration was recorded in Other Liabilities and adjusted to fair value through the fiscal year end 2023 on the Consolidated Balance Sheet."}
-{"_id": "JNJ20231861", "title": "JNJ 18. Acquisitions and divestitures", "text": "The amortizable intangible assets were primarily comprised of already in-market products of the Impella\u00ae platform with an average weighted life of 14 years. The IPR&D assets were valued for technology programs for unapproved products. The value of the IPR&D was calculated using probability-adjusted cash flow projections discounted for the risk inherent in such projects. The probability of success factor ranged from 52% to 70%. The discount rate applied was 9.5%."}
-{"_id": "JNJ20231862", "title": "JNJ 18. Acquisitions and divestitures", "text": "In 2023, the Company recorded acquisition related costs before tax of approximately $0.2 billion, which was primarily recorded in Other (income)/expense. In 2022, the Company recorded acquisition related costs before tax of approximately $0.3 billion, which was recorded in Other (income)/expense."}
-{"_id": "JNJ20231863", "title": "JNJ 18. Acquisitions and divestitures", "text": "During fiscal year 2021, the Company did not make any material acquisitions that qualified as a business combination."}
-{"_id": "JNJ20231864", "title": "JNJ 18. Acquisitions and divestitures", "text": "In accordance with U.S. GAAP standards related to business combinations, and goodwill and other intangible assets, supplemental pro forma information for fiscal years 2023, 2022 and 2021 is not provided, as the impact of the aforementioned acquisitions did not have a material effect on the Company\u2019s results of operations."}
-{"_id": "JNJ20231866", "title": "JNJ Divestitures", "text": "During the fiscal year 2023, the Company executed divestitures resulting in approximately $0.2 billion in proceeds resulting in gains or losses that were not material. At fiscal year end 2023, the Company held assets, primarily intangibles, on its Consolidated Balance Sheet that it expects to divest of approximately $0.3 billion primarily related to Acclarent and Ponvory."}
-{"_id": "JNJ20231867", "title": "JNJ Divestitures", "text": "During fiscal year 2022, the Company did not make any material divestitures."}
-{"_id": "JNJ20231868", "title": "JNJ Divestitures", "text": "During fiscal year 2021, in separate transactions, the Company divested two brands outside the U.S. within the Innovative Medicine segment. The Company recognized a pre-tax gain recorded in Other (income) expense, net, of approximately $0.6 billion."}
-{"_id": "JNJ20231870", "title": "JNJ 19. Legal proceedings", "text": "Johnson & Johnson and certain of its subsidiaries are involved in various lawsuits and claims regarding product liability; intellectual property; commercial; indemnification and other matters; governmental investigations; and other legal proceedings that arise from time to time in the ordinary course of their business."}
-{"_id": "JNJ20231871", "title": "JNJ 19. Legal proceedings", "text": "The Company records accruals for loss contingencies associated with these legal matters when it is probable that a liability"}
-{"_id": "JNJ20231872", "title": "JNJ 19. Legal proceedings", "text": "will be incurred, and the amount of the loss can be reasonably estimated. As of December 31, 2023, the Company has determined that the liabilities associated with certain litigation matters are probable and can be reasonably estimated. The Company has accrued for these matters and will continue to monitor each related legal issue and adjust accruals as might be warranted based on new information and further developments in accordance with ASC 450-20-25, Contingencies. For these and other litigation and regulatory matters discussed below for which a loss is probable or reasonably possible, the Company is unable to estimate the possible loss or range of loss beyond the amounts accrued. Amounts accrued for legal contingencies often result from a complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions including timing of related payments. The ability to make such estimates and judgments can be affected by various factors including, among other things, whether damages sought in the proceedings are unsubstantiated or indeterminate; scientific and legal discovery has not commenced or is not complete; proceedings are in early stages; matters present legal uncertainties; there are significant facts in dispute; procedural or jurisdictional issues; the uncertainty and unpredictability of the number of potential claims; ability to achieve comprehensive multi-party settlements; complexity of related cross-claims and counterclaims; and/or there are numerous parties involved. To the extent adverse awards, judgments or verdicts have been rendered against the Company, the Company does not record an accrual until a loss is determined to be probable and can be reasonably estimated."}
-{"_id": "JNJ20231873", "title": "JNJ 19. Legal proceedings", "text": "In the Company\u2019s opinion, based on its examination of these matters, its experience to date and discussions with counsel, the ultimate outcome of legal proceedings, net of liabilities accrued in the Company\u2019s balance sheet, is not expected to have a material adverse effect on the Company\u2019s financial position. However, the resolution of, or increase in accruals for, one or more of these matters in any reporting period may have a material adverse effect on the Company\u2019s results of operations and cash flows for that period."}
-{"_id": "JNJ20231876", "title": "JNJ Matters concerning talc", "text": "A significant number of personal injury claims alleging that talc causes cancer have been asserted against Johnson & Johnson Consumer Inc., its successor LTL Management LLC (now known as LLT Management LLC) and the Company arising out of the use of body powders containing talc, primarily JOHNSON\u2019S Baby Powder."}
-{"_id": "JNJ20231877", "title": "JNJ Matters concerning talc", "text": "In talc cases that previously have gone to trial, the Company has obtained a number of defense verdicts, but there also have been verdicts against the Company, many of which have been reversed on appeal. In June 2020, the Missouri Court of Appeals reversed in part and affirmed in part a July 2018 verdict of $4.7 billion in Ingham v. Johnson & Johnson, et al., No. ED 207476 (Mo. App.), reducing the overall award to $2.1 billion. An application for transfer of the case to the Missouri Supreme Court was subsequently denied and in June 2021, a petition for certiorari, seeking a review of the Ingham decision by the United States Supreme Court, was denied. In June 2021, the Company paid the award, which, including interest, totaled approximately $2.5 billion. The facts and circumstances, including the terms of the award, were unique to the Ingham decision and not representative of other claims brought against the Company. The Company continues to believe that it has strong legal grounds to contest the other talc verdicts that it has appealed. Notwithstanding the Company\u2019s confidence in the safety of its talc products, in certain circumstances the Company has settled cases."}
-{"_id": "JNJ20231878", "title": "JNJ Matters concerning talc", "text": "In October 2021, Johnson & Johnson Consumer Inc. (Old JJCI) implemented a corporate restructuring (the 2021 Corporate Restructuring). As a result of that restructuring, Old JJCI ceased to exist and three new entities were created: (a) LTL Management LLC, a North Carolina limited liability company (LTL or Debtor); (b) Royalty A&M LLC, a North Carolina limited liability company and a direct subsidiary of LTL (RAM); and (c) the Debtor\u2019s direct parent, Johnson & Johnson Consumer Inc., a New Jersey company (New JJCI). The Debtor received certain of Old JJCI\u2019s assets and became solely responsible for the talc-related liabilities of Old JJCI, including all liabilities related in any way to injury or damage, or alleged injury or damage, sustained or incurred in the purchase or use of, or exposure to, talc, including talc contained in any product, or to the risk of, or responsibility for, any such damage or injury, except for any liabilities for which the exclusive remedy is provided under a workers\u2019 compensation statute or act (the Talc-Related Liabilities)."}
-{"_id": "JNJ20231879", "title": "JNJ Matters concerning talc", "text": "In October 2021, notwithstanding the Company\u2019s confidence in the safety of its talc products, the Debtor filed a voluntary petition with the United States Bankruptcy Court for the Western District of North Carolina, Charlotte Division, seeking relief under chapter 11 of the Bankruptcy Code (the LTL Bankruptcy Case). All litigation against LTL, Old JJCI, New JJCI, the Company, other of their corporate affiliates, identified retailers, insurance companies, and certain other parties (the Protected Parties) was stayed, although LTL did agree to lift the stay on a small number of appeals where appeal bonds had been filed. The LTL Bankruptcy Case was transferred to the United States Bankruptcy Court for the District of New Jersey. Claimants filed motions to dismiss the LTL Bankruptcy Case and, following a multiple day hearing, the New Jersey Bankruptcy Court denied those motions in March 2022."}
-{"_id": "JNJ20231880", "title": "JNJ Matters concerning talc", "text": "The claimants subsequently filed notices of appeal as to the denial of the motions to dismiss the LTL Bankruptcy Case and the extension of the stay to the Protected Parties. On January 30, 2023, the Third Circuit reversed the Bankruptcy Court\u2019s ruling and remanded to the Bankruptcy Court to dismiss the LTL bankruptcy."}
-{"_id": "JNJ20231881", "title": "JNJ Matters concerning talc", "text": "LTL filed a petition for rehearing of the Third Circuit\u2019s decision, which was denied in March 2023. LTL subsequently filed a motion in the Third Circuit to stay the mandate directing the New Jersey Bankruptcy Court to dismiss the LTL bankruptcy pending filing and disposition of a petition for writ of certiorari to the United States Supreme Court. The Third Circuit denied the motion to stay the mandate and issued the mandate."}
-{"_id": "JNJ20231882", "title": "JNJ Matters concerning talc", "text": "In April 2023, the New Jersey Bankruptcy Court dismissed the LTL Bankruptcy Case, effectively lifting the stay as to all parties and returning the talc litigation to the tort system. LTL re-filed in the United States Bankruptcy Court for the District of New Jersey seeking relief under chapter 11 of the Bankruptcy Code (the LTL 2 Bankruptcy Case). As a result of the new filing, all talc claims against LTL were again automatically stayed pursuant to section 362 of the Bankruptcy Code. Additionally, the New Jersey Bankruptcy Court issued a temporary restraining order staying all litigation as to LTL, Old JJCI, New JJCI, the Company, identified retailers, and certain other parties (the New Protected Parties)."}
-{"_id": "JNJ20231883", "title": "JNJ Matters concerning talc", "text": "Also in April 2023, the New Jersey Bankruptcy Court issued a decision that granted limited injunctive relief to the Company and the New Protected Parties (the LTL 2 Preliminary Injunction). The LTL 2 Preliminary Injunction remained in force until late August 2023, following the Bankruptcy Court\u2019s extension of the initial LTL 2 Preliminary Injunction in June 2023. Under the LTL 2 Preliminary Injunction, except for in those cases filed in the federal court ovarian cancer multi-district litigation, discovery in all personal injury and wrongful death matters was permitted to proceed."}
-{"_id": "JNJ20231885", "title": "JNJ Matters concerning talc", "text": "Furthermore, in April 2023, the Talc Claimants' Committee filed a motion to dismiss the LTL 2 Bankruptcy followed by similar motions from other claimants. Hearings on the motions to dismiss occurred in June 2023. On July 28, 2023, the court dismissed the LTL 2 Bankruptcy case and, the same day, the Company stated its intent to appeal the decision and to continue its efforts to obtain a resolution of the talc claims. In September 2023, the Bankruptcy Court entered an order granting LTL leave to seek a direct appeal to the Third Circuit Court of Appeals. In October 2023, the Third Circuit granted LTL\u2019s petition for a direct appeal. Briefing is ongoing."}
-{"_id": "JNJ20231886", "title": "JNJ Matters concerning talc", "text": "Following the dismissal of LTL 2, new lawsuits were filed and cases across the country that had been stayed were reactivated. The majority of the cases are pending in federal court, organized in a multi-district litigation (MDL) in the United States District Court for the District of New Jersey. In the MDL, case-specific discovery is proceeding with an expectation that a trial will occur in early 2025. Separately, discovery and pre-trial activity is underway in various individually filed and set cases around the country, with most activity for such cases centralized in New Jersey and California."}
-{"_id": "JNJ20231887", "title": "JNJ Matters concerning talc", "text": "In the original bankruptcy case, the Company agreed to provide funding to LTL for the payment of amounts the New Jersey Bankruptcy Court determines are owed by LTL and the establishment of a $2 billion trust in furtherance of this purpose. The Company established a reserve for approximately $2 billion in connection with the aforementioned trust. During the bankruptcy proceedings LTL had been de-consolidated by the Company. In the LTL 2 Bankruptcy Case, the Company had agreed to contribute an additional amount which, when added to the prior $2 billion, would be a total reserve of approximately $9 billion payable over 25 years (nominal value approximately $12 billion discounted at a rate of 4.41%), to resolve all the current and future talc claims. The approximate $9 billion reserve encompasses actual and contemplated settlements, of which approximately one-third is recorded as a current liability. The recorded amount remains the Company\u2019s best estimate of probable loss after the dismissal."}
-{"_id": "JNJ20231888", "title": "JNJ Matters concerning talc", "text": "The parties have not yet reached a resolution of all talc matters and the Company is unable to estimate the possible loss or range of loss beyond the amount accrued."}
-{"_id": "JNJ20231889", "title": "JNJ Matters concerning talc", "text": "A class action advancing claims relating to industrial talc was filed against the Company and others in New Jersey state court in May 2022 (the Edley Class Action). The Edley Class Action asserts, among other things, that the Company fraudulently defended past asbestos personal injury lawsuits arising from exposure to industrial talc mined, milled, and manufactured before January 6, 1989 by the Company\u2019s then wholly owned subsidiary, Windsor Minerals, Inc., which is currently a debtor in the Imerys Bankruptcy described hereafter. The Company removed the Edley Class Action to federal court in the District of New Jersey. In October 2022, the Company filed motions to dismiss and to deny certification of a class to pursue the Edley Class Action in the New Jersey District Court. Argument on the motions was heard in November 2023. Thereafter, the Company resolved this matter."}
-{"_id": "JNJ20231890", "title": "JNJ Matters concerning talc", "text": "In February 2019, the Company\u2019s talc supplier, Imerys Talc America, Inc. and two of its affiliates, Imerys Talc Vermont, Inc. and Imerys Talc Canada, Inc. (collectively, Imerys) filed a voluntary petition for relief under chapter 11 of the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court for the District of Delaware (Imerys Bankruptcy). The Imerys Bankruptcy relates to Imerys\u2019s potential liability for personal injury from exposure to talcum powder sold by Imerys. In its bankruptcy, Imerys alleges it has claims against the Company for indemnification and rights to joint insurance proceeds. In its bankruptcy, Imerys proposed a chapter 11 plan (the Imerys Plan) that contemplated all talc-related claims against it being channeled to a trust along with its alleged indemnification rights against the Company. Following confirmation and consummation of the plan, the trust would pay talc claims pursuant to proposed trust distribution procedures (the TDP) and then seek indemnification from the Company."}
-{"_id": "JNJ20231891", "title": "JNJ Matters concerning talc", "text": "In February 2021, Cyprus Mines Corporation (Cyprus), which had owned certain Imerys talc mines, filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code and filed its Disclosure Statement and Plan (the Cyprus Plan). The Cyprus Plan contemplates a settlement with Imerys and talc claimants where Cyprus would make a monetary contribution to a trust established under the Imerys Plan in exchange for an injunction against talc claims asserted against it and certain affiliated parties."}
-{"_id": "JNJ20231892", "title": "JNJ Matters concerning talc", "text": "The Imerys Plan proceeded to solicitation in early 2021. However, the Imerys Plan did not receive the requisite number of votes to be confirmed after the Bankruptcy Court ruled certain votes cast in favor of the Imerys Plan should be disregarded. Imerys subsequently canceled its confirmation hearing."}
-{"_id": "JNJ20231893", "title": "JNJ Matters concerning talc", "text": "Imerys, the Imerys Tort Claimants\u2019 Committee, and the Imerys Future Claimants\u2019 Representative, along with Cyprus, the Cyprus Tort Claimants\u2019 Committee, and the Cyprus Future Claimants\u2019 Representative (collectively the Mediation Parties) have been engaged in mediation since shortly after the confirmation hearing was canceled in October 2021. In September 2023, the Bankruptcy Court entered an order extending the term of the mediation among the Mediation Parties through the end of December 2023. The Bankruptcy Court also authorized Imerys and Cyprus to proceed with mediation with certain of their insurers through the end of December 2023."}
-{"_id": "JNJ20231894", "title": "JNJ Matters concerning talc", "text": "In September 2023, Imerys and Cyprus filed amended plans of reorganization. The amended plans contemplate a similar construct as the prior Imerys and Cyprus Plans, including all talc claims against Imerys and Cyprus (and certain other protected parties) being channeled to a trust along with Imerys\u2019s and Cyprus\u2019s alleged indemnification rights against the Company. In January 2024, Imerys and Cyprus filed revised TDP. In February 2024, Imerys and Cyprus filed certain motions related to their Disclosure Statement."}
-{"_id": "JNJ20231895", "title": "JNJ Matters concerning talc", "text": "In February 2018, a securities class action lawsuit was filed against the Company and certain named officers in the United States District Court for the District of New Jersey, alleging that the Company violated the federal securities laws by failing to disclose alleged asbestos contamination in body powders containing talc, primarily JOHNSON\u2019S Baby Powder, and that purchasers of the Company\u2019s shares suffered losses as a result. In April 2019, the Company moved to dismiss the complaint. In"}
-{"_id": "JNJ20231897", "title": "JNJ 2023 Annual Report 91", "text": "December 2019, the Court denied, in part, the motion to dismiss. In April 2021, briefing on Plaintiff\u2019s motion for class certification was completed. The case was stayed in May 2022 pursuant to the LTL Bankruptcy Case and was reopened in May 2023. In December 2023, the Court granted Plaintiff\u2019s motion for class certification. In January 2024, Defendants filed a petition with the Third Circuit under Federal Rule of Civil Procedure 23(f) for permission to appeal the Court\u2019s order granting class certification. Fact discovery is proceeding."}
-{"_id": "JNJ20231898", "title": "JNJ 2023 Annual Report 91", "text": "A lawsuit was brought against the Company in the Superior Court of California for the County of San Diego alleging violations of California\u2019s Consumer Legal Remedies Act (CLRA) relating to JOHNSON\u2019S Baby Powder. In that lawsuit, the plaintiffs allege that the Company violated the CLRA by failing to provide required Proposition 65 warnings. In July 2019, the Company filed a notice of removal to the United States District Court for the Southern District of California and plaintiffs filed a second amended complaint shortly thereafter. In October 2019, the Company moved to dismiss the second amended complaint for failure to state a claim upon which relief may be granted. In response to those motions, plaintiffs filed a third amended complaint. In December 2019, the Company moved to dismiss the third amended complaint for failure to state a claim upon which relief may be granted. In April 2020, the Court granted the motion to dismiss but granted leave to amend. In May 2020, plaintiffs filed a Fourth Amended Complaint but indicated that they would be filing a motion for leave to file a fifth amended complaint. Plaintiffs filed a Fifth Amended Complaint in August 2020. The Company moved to dismiss the Fifth Amended Complaint for failure to state a claim upon which relief may be granted. In January 2021, the Court issued an Order and opinion ruling in the Company\u2019s favor and granting the motion to dismiss with prejudice. In February 2021, Plaintiffs filed a Notice of Appeal with the Ninth Circuit. Plaintiffs filed their opening brief in July 2021. The company filed its responsive brief in October 2021. After the Notice of Suggestion of Bankruptcy was filed with the Ninth Circuit, a stay was imposed, and the Court held the reply deadline in abeyance. In September 2023, the stay lifted. With briefing complete, the Court is expected to either schedule oral argument or issue its decision at any time."}
-{"_id": "JNJ20231899", "title": "JNJ 2023 Annual Report 91", "text": "In June 2014, the Mississippi Attorney General filed a complaint in Chancery Court of The First Judicial District of Hinds County, Mississippi against the Company and Johnson & Johnson Consumer Companies, Inc. (now known as Johnson & Johnson Consumer Inc.) (collectively, JJCI). The complaint alleges that JJCI violated the Mississippi Consumer Protection Act by failing to disclose alleged health risks associated with female consumers\u2019 use of talc contained in JOHNSON\u2019S Baby Powder and JOHNSON\u2019S Shower to Shower (a product divested in 2012) and seeks injunctive and monetary relief. In February 2022, the trial court set the case for trial to begin in February 2023. However, in October 2022, the LTL bankruptcy court issued an order staying the case. In March 2023, the Third Circuit issued the mandate to dismiss the LTL Bankruptcy Case and in April 2023, the New Jersey Bankruptcy Court dismissed the LTL Bankruptcy Case, effectively lifting the stay as to this matter. The State requested a new trial setting. Later in April 2023, the trial court set a new trial date for April 2024. The Company filed summary judgment and Daubert motions. The State filed a limited Daubert motion. The parties agreed to the Court's request for mediation. A pretrial conference is set for February 2024 and trial is scheduled for April 2024. However, the Company is actively engaged in resolution discussions concerning this matter."}
-{"_id": "JNJ20231900", "title": "JNJ 2023 Annual Report 91", "text": "In January 2020, the State of New Mexico filed a consumer protection case alleging that the Company deceptively marketed and sold its talcum powder products by making misrepresentations about the safety of the products and the presence of carcinogens, including asbestos. In March 2022, the New Mexico court denied the Company\u2019s motion to compel the State of New Mexico to engage in discovery of state agencies and denied the Company\u2019s request for interlocutory appeal of that decision. The Company then filed a Petition for Writ of Superintending Control and a Request for a Stay to the New Mexico Supreme Court on the issue of the State of New Mexico\u2019s discovery obligations. In April 2022, in view of the efforts to resolve talc-related claims in the LTL Bankruptcy Case, the Company and the State agreed to a 60-day stay of all matters except for the pending writ before the New Mexico Supreme Court, which expired in June 2022. Thereafter, the Company moved to enjoin prosecution of the case in the LTL Bankruptcy Case. In October 2022, the bankruptcy court issued an order staying the case. In December 2022, the State filed an appeal to the Third Circuit concerning the stay order. Separately, in September 2022, the New Mexico Supreme Court granted the Company's request for a stay pending further briefing on the scope of the State of New Mexico\u2019s discovery obligations. In March 2023, the Third Circuit issued the mandate to dismiss the LTL Bankruptcy Case and in April 2023, the New Jersey Bankruptcy Court dismissed the LTL Bankruptcy Case, effectively lifting the stay as to this matter. While the State notified the New Mexico Supreme Court of the lifted stay of litigation in April 2023, the Court has not taken any action since being notified of the lifting of the stay and it remains in effect."}
-{"_id": "JNJ20231902", "title": "JNJ 2023 Annual Report 91", "text": "Forty-two states and the District of Columbia (including Mississippi and New Mexico) have commenced a joint investigation into the Company\u2019s marketing of its talcum powder products. At this time, the multi-state group has not asserted any claims against the Company. Five states have issued Civil Investigative Demands seeking documents and other information. The Company has produced documents to Arizona, North Carolina, Texas, and Washington and entered into confidentiality agreements. The Company has not received any follow up requests from those states. In March 2022, each of the forty-two states agreed to mediation of their claims in the LTL Bankruptcy Case. In July 2022, New Mexico and Mississippi indicated they would no longer voluntarily submit to further mediation in the LTL Bankruptcy and would proceed with their respective cases in state court. In March 2023, the mediation was terminated. In January 2024, the Company reached an agreement in principle with the multi-state group of state Attorneys General, subject to ongoing negotiation of non-monetary terms. The unique procedural history and status of the New Mexico and Mississippi matters specifically have been discussed above."}
-{"_id": "JNJ20231903", "title": "JNJ 2023 Annual Report 91", "text": "In addition, the Company has received inquiries, subpoenas, and requests to produce documents regarding talc matters and the LTL Bankruptcy Case from various governmental authorities. The Company has produced documents and responded to inquiries, and will continue to cooperate with government inquiries."}
-{"_id": "JNJ20231905", "title": "JNJ Matters concerning opioids", "text": "Beginning in 2014 and continuing to the present, the Company and Janssen Pharmaceuticals, Inc. (JPI), along with other pharmaceutical companies, have been named in close to 3,500 lawsuits related to the marketing of opioids, including DURAGESIC, NUCYNTA and NUCYNTA ER. The majority of the cases have been filed by state and local governments. Similar lawsuits have also been filed by private plaintiffs and organizations, including but not limited to the following: individual plaintiffs on behalf of children born with Neonatal Abstinence Syndrome (NAS); hospitals; and health insurers/payors."}
-{"_id": "JNJ20231906", "title": "JNJ Matters concerning opioids", "text": "To date, the Company and JPI have litigated two of the cases to judgment and have prevailed in both, either at trial or on appeal."}
-{"_id": "JNJ20231907", "title": "JNJ Matters concerning opioids", "text": "In October 2019, the Company announced a proposed agreement in principle with a negotiating committee of state Attorneys General to settle all remaining government opioid litigation claims nationwide. Under the final national settlement agreement, which was announced in July 2021, the Company agreed to pay up to $5.0 billion to resolve all opioid lawsuits and future opioid claims by states, cities, counties, local school districts and other special districts, and tribal governments, contingent on sufficient participation by eligible government entities, and with credits back for entities that declined or were ineligible to participate. In July 2021, the Company announced that the terms of the agreement to settle the state and subdivision claims had been finalized and approximately 60% of the all-in settlement was paid by the end of fiscal 2023. The expected payment schedule provides that approximately $0.7 billion of payments are to be paid by the end of fiscal 2024. The agreement is not an admission of liability or wrongdoing, and it provides for the release of all opioid-related claims against the Company, JPI, and their affiliates (including the Company\u2019s former subsidiaries Tasmanian Alkaloids Pty, Ltd. and Noramco, Inc.). As of January 2024, the Company and JPI have settled or otherwise resolved the opioid claims advanced by all government entity claimants except the City of Baltimore, a number of school districts and other claimants."}
-{"_id": "JNJ20231908", "title": "JNJ Matters concerning opioids", "text": "The Company and JPI continue to defend the cases brought by the remaining government entity litigants as well as the cases brought by private litigants, including NAS claimants, hospitals, and health insurers/payors. Counting the private litigant cases, there are approximately 35 remaining opioid cases against the Company and JPI in various state courts, 430 remaining cases in the Ohio MDL, and 4 additional cases in other federal courts. Some of these cases have been dismissed and are being appealed by the plaintiffs and certain others are scheduled for trial in 2024 or 2025."}
-{"_id": "JNJ20231909", "title": "JNJ Matters concerning opioids", "text": "In addition, the Province of British Columbia filed suit against the Company and its Canadian affiliate Janssen Inc., and many other industry members, in Canada, and is seeking to have that action certified as an opt in class action on behalf of other provincial/territorial and the federal governments in Canada. Additional proposed class actions have been filed in Canada against the Company and Janssen Inc., and many other industry members, by and on behalf of people who used opioids (for personal injuries), municipalities and First Nations bands. These actions allege a variety of claims related to opioid marketing practices, including false advertising, unfair competition, public nuisance, consumer fraud violations, deceptive acts and practices, false claims and unjust enrichment. An adverse judgment in any of these lawsuits could result in the imposition of large monetary penalties and significant damages including, punitive damages, cost of abatement, substantial fines, equitable remedies and other sanctions."}
-{"_id": "JNJ20231910", "title": "JNJ Matters concerning opioids", "text": "From June 2017 through December 2019, the Company\u2019s Board of Directors received a series of shareholder demand letters alleging breaches of fiduciary duties related to the marketing of opioids. The Board retained independent counsel to investigate the allegations in the demands, and in April 2020, independent counsel delivered a report to the Board recommending that the Company reject the shareholder demands and take the steps that are necessary or appropriate to secure dismissal of related derivative litigation. The Board unanimously adopted the recommendations of the independent counsel\u2019s report."}
-{"_id": "JNJ20231911", "title": "JNJ Matters concerning opioids", "text": "In November 2019, one of the shareholders who sent a demand filed a derivative complaint against the Company as the nominal defendant and certain current and former directors and officers as defendants in the Superior Court of New Jersey. The complaint alleges breaches of fiduciary duties related to the marketing of opioids, and that the Company has suffered damages as a result of those alleged breaches. A series of additional derivative complaints making similar allegations against the same and similar defendants were filed in New Jersey state and federal courts in 2019 and 2020. By 2022, all but two state court cases had been voluntarily dismissed. In February 2022, the state court granted the Company\u2019s motion to dismiss one of the two cases, and the shareholder that brought the second case filed a notice of dismissal. The shareholder whose complaint was dismissed filed a motion for reconsideration. In May 2022, the state court held oral argument on the motion for reconsideration and subsequently denied the motion. The shareholder has appealed the state court\u2019s dismissal order."}
-{"_id": "JNJ20231914", "title": "JNJ Product liability", "text": "The Company and certain of its subsidiaries are involved in numerous product liability claims and lawsuits involving multiple products. Claimants in these cases seek substantial compensatory and, where available, punitive damages. While the Company believes it has substantial defenses, it is not feasible to predict the ultimate outcome of litigation. From time to time, even if it has substantial defenses, the Company considers isolated settlements based on a variety of circumstances. The Company has accrued for these matters and will continue to monitor each related legal issue and adjust accruals as might be warranted based on new information and further developments in accordance with ASC 450-20-25, Contingencies. The Company accrues an estimate of the legal defense costs needed to defend each matter when those costs are probable and can be reasonably estimated. For certain of these matters, the Company has accrued additional amounts such as estimated costs associated with settlements, damages and other losses. Product liability accruals can represent projected product liability for thousands of claims around the world, each in different litigation environments and with different fact patterns. Changes to the accruals may be required in the future as additional information becomes available."}
-{"_id": "JNJ20231923", "title": "JNJ Product liability", "text": "The table below contains the most significant of these cases and provides the approximate number of plaintiffs in the United States with direct claims in pending lawsuits regarding injuries allegedly due to the relevant product or product category as of December 31, 2023: Product or product category##Number of plaintiffs Body powders containing talc, primarily JOHNSON\u2019S Baby Powder##59,140 DePuy ASR XL Acetabular System and DePuy ASR Hip Resurfacing System##160 PINNACLE Acetabular Cup System##920 Pelvic meshes##6,720 ETHICON PHYSIOMESH Flexible Composite Mesh##370 RISPERDAL##200 ELMIRON##2,150"}
-{"_id": "JNJ20231924", "title": "JNJ Product liability", "text": "The number of pending lawsuits is expected to fluctuate as certain lawsuits are settled or dismissed and additional lawsuits are filed. There may be additional claims that have not yet been filed."}
-{"_id": "JNJ20231927", "title": "JNJ DePuy ASR XL Acetabular System and ASR Hip Resurfacing System", "text": "In August 2010, DePuy Orthopaedics, Inc. (DePuy) announced a worldwide voluntary recall of its ASR XL Acetabular System and DePuy ASR Hip Resurfacing System (ASR Hip) used in hip replacement surgery. Claims for personal injury have been made against DePuy and the Company. Cases filed in federal courts in the United States have been organized as a multi-district litigation in the United States District Court for the Northern District of Ohio. Litigation has also been filed in countries outside of the United States, primarily in the United Kingdom, Canada, Australia, Ireland, Germany, India and Italy. In November 2013, DePuy reached an agreement with a Court-appointed committee of lawyers representing ASR Hip plaintiffs to establish a program to settle claims with eligible ASR Hip patients in the United States who had surgery to replace their ASR Hips, known as revision surgery, as of August 2013. DePuy reached additional agreements in February 2015 and March 2017, which further extended the settlement program to include ASR Hip patients who had revision surgeries after August 2013 and prior to February 15, 2017. This settlement program has resolved more than 10,000 claims, thereby bringing to resolution significant ASR Hip litigation activity in the United States. However, lawsuits in the United States remain, and the settlement program does not address litigation outside of the United States. In Australia, a class action settlement was reached that resolved the claims of the majority of ASR Hip patients in that country. In Canada, the Company has reached agreements to settle the class actions filed in that country. The Company continues to receive information with respect to potential additional costs associated with this recall on a worldwide basis. The Company has established accruals for the costs associated with the United States settlement program and ASR Hip-related product liability litigation."}
-{"_id": "JNJ20231930", "title": "JNJ DePuy PINNACLE Acetabular Cup System", "text": "Claims for personal injury have also been made against DePuy Orthopaedics, Inc. and the Company (collectively, DePuy) relating to the PINNACLE Acetabular Cup System used in hip replacement surgery. Product liability lawsuits continue to be filed, and the Company continues to receive information with respect to potential costs and the anticipated number of cases. Most cases filed in federal courts in the United States have been organized as a multi-district litigation in the United States"}
-{"_id": "JNJ20231931", "title": "JNJ DePuy PINNACLE Acetabular Cup System", "text": "District Court for the Northern District of Texas (Texas MDL). Beginning on June 1, 2022, the Judicial Panel on Multidistrict Litigation ceased transfer of new cases into the Texas MDL, and there are now cases pending in federal court outside the Texas MDL. Litigation also has been filed in state courts and in countries outside of the United States. During the first quarter of 2019, DePuy established a United States settlement program to resolve these cases. As part of the settlement program, adverse verdicts have been settled. The Company has established an accrual for product liability litigation associated with the PINNACLE Acetabular Cup System and the related settlement program."}
-{"_id": "JNJ20231933", "title": "JNJ Ethicon Pelvic Mesh", "text": "Claims for personal injury have been made against Ethicon, Inc. (Ethicon) and the Company arising out of Ethicon\u2019s pelvic mesh devices used to treat stress urinary incontinence and pelvic organ prolapse. The Company continues to receive information with respect to potential costs and additional cases. Cases filed in federal courts in the United States had been organized as a multi-district litigation (MDL) in the United States District Court for the Southern District of West Virginia. In March 2021, the MDL Court entered an order closing the MDL. The MDL Court has remanded cases for trial to the jurisdictions where the case was originally filed and additional pelvic mesh lawsuits have been filed, and remain, outside of the MDL. The Company has settled or otherwise resolved the majority of the United States cases and the estimated costs associated with these settlements and the remaining cases are reflected in the Company\u2019s accruals. In addition, class actions and individual personal injury cases or claims seeking damages for alleged injury resulting from Ethicon\u2019s pelvic mesh devices have been commenced in various countries outside of the United States, including claims and cases in the United Kingdom, the Netherlands, Belgium, France, Ireland, Italy, Spain and Slovenia and class actions in Israel, Australia, Canada and South Africa. In November 2019, the Federal Court of Australia issued a judgment regarding its findings with respect to liability in relation to the three Lead Applicants and generally in relation to the design, manufacture, pre and post-market assessments and testing, and supply and promotion of the devices in Australia used to treat stress urinary incontinence and pelvic organ prolapse. In September 2022, after exhausting its appeals, the Company reached an in-principle agreement to resolve the two pelvic mesh class actions in Australia and in March 2023 the Federal Court approved the settlement. The class actions in Canada were discontinued in 2020 as a result of a settlement of a group of cases and an agreement to resolve the Israeli class action was reached in May 2021. The parties in the Israeli class action are currently finalizing the terms of the settlement. A motion to approve the settlement was filed with the Court. The Company has established accruals with respect to product liability litigation associated with Ethicon\u2019s pelvic mesh products."}
-{"_id": "JNJ20231935", "title": "JNJ Ethicon Physiomesh", "text": "Following a June 2016 worldwide market withdrawal of Ethicon Physiomesh Flexible Composite Mesh (Physiomesh), claims for personal injury have been made against Ethicon, Inc. (Ethicon) and the Company alleging personal injury arising out of the use of this hernia mesh device. Cases filed in federal courts in the United States have been organized as a multi-district litigation (MDL) in the United States District Court for the Northern District of Georgia. A multi-county litigation (MCL) also has been formed in New Jersey state court and assigned to Atlantic County for cases pending in New Jersey. In addition to the matters in the MDL and MCL, there are additional lawsuits pending in the United States District Court for the Southern District of Ohio, which are part of the MDL for polypropylene mesh devices manufactured by C.R. Bard, Inc., and lawsuits pending in two New Jersey MCLs formed for Proceed/Proceed Ventral Patch and Prolene Hernia systems, and lawsuits pending outside the United States. In May 2021, Ethicon and lead counsel for the plaintiffs entered into a term sheet to resolve approximately 3,600 Physiomesh cases (covering approximately 4,300 plaintiffs) pending in the MDL and MCL at that time. A master settlement agreement (MSA) was entered into in September 2021 and includes 3,729 cases in the MDL and MCL. All deadlines and trial settings in those proceedings are currently stayed pending the completion of the settlement agreement. Of the cases subject to the MSA, 3,390 have been dismissed with prejudice. Ethicon has received releases from 3,584 plaintiffs, and releases continue to be submitted as part of the settlement process. Post-settlement cases in the Physiomesh MDL and MCL are subject to docket control orders requiring early expert reports and discovery requirements. In May 2023, Ethicon entered an additional settlement to resolve the claims of 292 Physiomesh claimants. That settlement is proceeding, and releases are being returned. As of December 31, 2023, there were 5 Physiomesh cases in the MDL and 3 in the New Jersey MCL which are not included in either settlement and which remain subject to the docket control orders."}
-{"_id": "JNJ20231936", "title": "JNJ Ethicon Physiomesh", "text": "Claims have also been filed against Ethicon and the Company alleging personal injuries arising from the PROCEED Mesh and PROCEED Ventral Patch hernia mesh products. In March 2019, the New Jersey Supreme Court entered an order consolidating these cases pending in New Jersey as an MCL in Atlantic County Superior Court. Additional cases have been filed in various federal and state courts in the United States, and in jurisdictions outside the United States."}
-{"_id": "JNJ20231937", "title": "JNJ Ethicon Physiomesh", "text": "Ethicon and the Company also have been subject to claims for personal injuries arising from the PROLENE Polypropylene Hernia System. In January 2020, the New Jersey Supreme Court created an MCL in Atlantic County Superior Court to handle such cases. Cases involving this product have also been filed in other federal and state courts in the United States."}
-{"_id": "JNJ20231938", "title": "JNJ Ethicon Physiomesh", "text": "In October 2022, an agreement in principle, subject to various conditions, was reached to settle the majority of the pending cases involving Proceed, Proceed Ventral Patch, Prolene Hernia System and related multi-layered mesh products, as well as a number of unfiled claims. All litigation activities in the two New Jersey MCLs are stayed pending effectuation of the proposed settlement. Future cases that are filed in the New Jersey MCLs will be subject to docket control orders requiring early expert reports and discovery requirements."}
-{"_id": "JNJ20231940", "title": "JNJ 2023 Annual Report 95", "text": "The Company has established accruals with respect to product liability litigation associated with Ethicon Physiomesh Flexible Composite Mesh, PROCEED Mesh and PROCEED Ventral Patch, and PROLENE Polypropylene Hernia System products."}
-{"_id": "JNJ20231943", "title": "JNJ RISPERDAL", "text": "Claims for personal injury have been made against Janssen Pharmaceuticals, Inc. and the Company arising out of the use of RISPERDAL, and related compounds, indicated for the treatment of schizophrenia, acute manic or mixed episodes associated with bipolar I disorder and irritability associated with autism. Lawsuits primarily have been filed in state courts in Pennsylvania, California, and Missouri. Other actions are pending in various courts in the United States and Canada. Product liability lawsuits continue to be filed, and the Company continues to receive information with respect to potential costs and the anticipated number of cases. The Company has successfully defended a number of these cases but there have been verdicts against the Company, including a verdict in October 2019 of $8.0 billion of punitive damages related to one plaintiff, which the trial judge reduced to $6.8 million in January 2020. In September 2021, the Company entered into a settlement in principle with the counsel representing plaintiffs in this matter and in substantially all of the outstanding cases in the United States. The costs associated with this and other settlements are reflected in the Company\u2019s accruals."}
-{"_id": "JNJ20231945", "title": "JNJ ELMIRON", "text": "Claims for personal injury have been made against a number of Johnson & Johnson companies, including Janssen Pharmaceuticals, Inc. and the Company, arising out of the use of ELMIRON, a prescription medication indicated for the relief of bladder pain or discomfort associated with interstitial cystitis. These lawsuits, which allege that ELMIRON contributes to the development of permanent retinal injury and vision loss, have been filed in both state and federal courts across the United States. In December 2020, lawsuits filed in federal courts in the United States, including putative class action cases seeking medical monitoring, were organized as a multi-district litigation in the United States District Court for the District of New Jersey. All cases in the multi-district litigation are in active discussions regarding resolution, and as a result, all activity is stayed. In addition, cases have been filed in various state courts of New Jersey, which have been coordinated in a multi-county litigation in Bergen County, as well as the Court of Common Pleas in Philadelphia, which have been coordinated and granted mass tort designation. No activity has taken place in the New Jersey state court litigation; however, three bellwether trials have been set in Philadelphia for March, April and May 2024. In addition, three class action lawsuits have been filed in Canada. Product liability lawsuits continue to be filed, and the Company continues to receive information with respect to potential costs and the anticipated number of cases. The Company has established accruals for defense and indemnity costs associated with ELMIRON related product liability litigation."}
-{"_id": "JNJ20231947", "title": "JNJ Intellectual property", "text": "Certain subsidiaries of the Company are subject, from time to time, to legal proceedings and claims related to patent, trademark and other intellectual property matters arising out of their businesses. Many of these matters involve challenges to the coverage and/or validity of the patents on various products and allegations that certain of the Company\u2019s products infringe the patents of third parties. Although these subsidiaries believe that they have substantial defenses to these challenges and allegations with respect to all significant patents, there can be no assurance as to the outcome of these matters. A loss in any of these cases could adversely affect the ability of these subsidiaries to sell their products, result in loss of sales due to loss of market exclusivity, require the payment of past damages and future royalties, and may result in a non-cash impairment charge for any associated intangible asset."}
-{"_id": "JNJ20231948", "title": "JNJ Intellectual property", "text": "Innovative Medicine - litigation against filers of abbreviated new drug applications (ANDAs)"}
-{"_id": "JNJ20231950", "title": "JNJ Intellectual property", "text": "The Company\u2019s subsidiaries have brought lawsuits against generic companies that have filed ANDAs with the U.S. FDA (or similar lawsuits outside of the United States) seeking to market generic versions of products sold by various subsidiaries of the Company prior to expiration of the applicable patents covering those products. These lawsuits typically include allegations of non-infringement and/or invalidity of patents listed in FDA\u2019s publication \u201cApproved Drug Products with Therapeutic Equivalence Evaluations\u201d (commonly known as the Orange Book). In each of these lawsuits, the Company\u2019s subsidiaries are seeking an order enjoining the defendant from marketing a generic version of a product before the expiration of the relevant patents (Orange Book Listed Patents). In the event the Company\u2019s subsidiaries are not successful in an action, or any automatic statutory stay expires before the court rulings are obtained, the generic companies involved would have the ability, upon regulatory approval, to introduce generic versions of their products to the market, resulting in the potential for substantial market share and revenue losses for the applicable products, and which may result in a non-cash impairment charge in any associated intangible asset. In addition, from time to time, the Company\u2019s subsidiaries may settle these types of actions"}
-{"_id": "JNJ20231951", "title": "JNJ Intellectual property", "text": "and such settlements can involve the introduction of generic versions of the products at issue to the market prior to the expiration of the relevant patents."}
-{"_id": "JNJ20231952", "title": "JNJ Intellectual property", "text": "The Inter Partes Review (IPR) process with the United States Patent and Trademark Office (USPTO), created under the 2011 America Invents Act, is also being used at times by generic companies in conjunction with ANDAs and lawsuits to challenge the applicable patents."}
-{"_id": "JNJ20231954", "title": "JNJ XARELTO", "text": "Beginning in March 2021, Janssen Pharmaceuticals, Inc.; Bayer Pharma AG; Bayer AG; and Bayer Intellectual Property GmbH filed patent infringement lawsuits in United States district courts against generic manufacturers who have filed ANDAs seeking approval to market generic versions of XARELTO before expiration of certain Orange Book Listed Patents. The following entities are named defendants: Dr. Reddy\u2019s Laboratories, Inc.; Dr. Reddy\u2019s Laboratories, Ltd.; Lupin Limited; Lupin Pharmaceuticals, Inc.; Taro Pharmaceutical Industries Ltd.; Taro Pharmaceuticals U.S.A., Inc.; Teva Pharmaceuticals USA, Inc.; Mylan Pharmaceuticals Inc.; Mylan Inc.; Mankind Pharma Limited; Apotex Inc.; Apotex Corp.; Auson Pharmaceuticals Inc.; Macleods Pharmaceuticals Ltd; Macleods Pharma USA, Inc.; Indoco Remedies Limited; FPP Holding Company LLC; Umedica Laboratories Pvt. Ltd.; Aurobindo Pharma Limited; Aurobindo Pharma USA, Inc.; Cipla Ltd.; Cipla USA Inc.; and InvaGen Pharmaceuticals, Inc. The following U.S. patents are included in one or more cases: 9,539,218 and 10,828,310."}
-{"_id": "JNJ20231955", "title": "JNJ XARELTO", "text": "U.S. Patent No. 10,828,310 was also under consideration by the USPTO in an IPR proceeding. In July 2023, the USPTO issued a final written decision finding the claims of the patent invalid. In September 2023, Bayer Pharma AG filed an appeal to the U.S. Court of Appeals for the Federal Circuit."}
-{"_id": "JNJ20231957", "title": "JNJ OPSUMIT", "text": "Beginning in January 2023 Actelion Pharmaceuticals Ltd and Actelion Pharmaceuticals US, Inc. filed patent infringement lawsuits in United States district courts against generic manufacturers who have filed ANDAs seeking approval to market generic versions of OPSUMIT before expiration of certain Orange Book Listed Patents. The following entities are named defendants: Sun Pharmaceutical Industries Limited; Sun Pharmaceutical Industries, Inc.; MSN Laboratories Private Limited; MSN Pharmaceuticals Inc.; and Mylan Pharmaceuticals Inc. The following U.S. patents are included in one or more cases: 7,094,781; and 10,946,015. In November 2023, the Company entered into a confidential settlement agreement with MSN Laboratories Private Limited and MSN Pharmaceuticals Inc. In December 2023, the Company entered into a confidential settlement agreement with Sun Pharmaceutical Industries Limited and Sun Pharmaceuticals Industries, Inc."}
-{"_id": "JNJ20231959", "title": "JNJ INVEGA SUSTENNA", "text": "Beginning in January 2018, Janssen Pharmaceutica NV and Janssen Pharmaceuticals, Inc. filed patent infringement lawsuits in United States district courts against generic manufacturers who have filed ANDAs seeking approval to market generic versions of INVEGA SUSTENNA before expiration of the Orange Book Listed Patent. The following entities are named defendants: Teva Pharmaceuticals USA, Inc.; Mylan Laboratories Limited; Pharmascience Inc.; Mallinckrodt PLC; Specgx LLC; Tolmar, Inc.; and Accord Healthcare, Inc. The following U.S. patent is included in one or more cases: 9,439,906."}
-{"_id": "JNJ20231960", "title": "JNJ INVEGA SUSTENNA", "text": "Beginning in February 2018, Janssen Inc. and Janssen Pharmaceutica NV initiated a Statement of Claim under Section 6 of the Patented Medicines (Notice of Compliance) Regulations against generic manufacturers who have filed ANDSs seeking approval to market generic versions of INVEGA SUSTENNA before expiration of the listed patent. The following entities are named defendants: Pharmascience Inc. and Apotex Inc. The following Canadian patent is included in one or more cases: 2,655,335."}
-{"_id": "JNJ20231962", "title": "JNJ INVEGA TRINZA", "text": "Beginning in September 2020, Janssen Pharmaceuticals, Inc., Janssen Pharmaceutica NV, and Janssen Research & Development, LLC filed patent infringement lawsuits in United States district courts against generic manufacturers who have filed ANDAs seeking approval to market generic versions of INVEGA TRINZA before expiration of the Orange Book Listed Patent. The following entities are named defendants: Mylan Laboratories Limited; Mylan Pharmaceuticals Inc.; and Mylan Institutional LLC. The following U.S. patent is included in one or more cases: 10,143,693. In May 2023, the District Court issued a decision finding that Mylan\u2019s proposed generic product infringes the asserted patent and that the patent is not invalid. Mylan has appealed the verdict."}
-{"_id": "JNJ20231964", "title": "JNJ SYMTUZA", "text": "Beginning in November 2021, Janssen Products, L.P., Janssen Sciences Ireland Unlimited Company, Gilead Sciences, Inc. and Gilead Sciences Ireland UC filed patent infringement lawsuits in United States district courts against generic manufacturers who have filed ANDAs seeking approval to market generic versions of SYMTUZA before expiration of certain Orange Book Listed Patents. The following entities are named defendants: Lupin Limited; Lupin Pharmaceuticals, Inc.; MSN Laboratories"}
-{"_id": "JNJ20231966", "title": "JNJ 2023 Annual Report 97", "text": "Private Ltd.; MSN Life Sciences Private Ltd.; MSN Pharmaceuticals Inc.; Apotex Inc.; and Apotex Corp. The following U.S. patents are included in one or more cases: 10,039,718 and 10,786,518."}
-{"_id": "JNJ20231968", "title": "JNJ ERLEADA", "text": "Beginning in May 2022, Aragon Pharmaceuticals, Inc., Janssen Biotech, Inc. (collectively, Janssen), Sloan Kettering Institute for Cancer Research (SKI) and The Regents of the University of California filed patent infringement lawsuits in United States district courts against generic manufacturers who have filed ANDAs seeking approval to market generic versions of ERLEADA before expiration of certain Orange Book Listed Patents. The following entities are named defendants: Lupin Limited; Lupin Pharmaceuticals, Inc.; Zydus Worldwide DMCC; Zydus Pharmaceuticals (USA), Inc.; Zydus Lifesciences Limited; Sandoz Inc.; Eugia Pharma Specialities Limited; Aurobindo Pharma USA, Inc.; Auromedics Pharma LLC; Hetero Labs Limited Unit V; and Hetero USA, Inc. The following U.S. patents are included in one or more cases: 9,481,663; 9,884,054; 10,052,314 (which reissued as RE49,353); 10,702,508; 10,849,888; 8,445,507; 8,802,689; 9,388,159; 9,987,261; and RE49,353. In December 2023, Janssen and SKI voluntarily dismissed their case against Lupin Limited and Lupin Pharmaceuticals, Inc."}
-{"_id": "JNJ20231970", "title": "JNJ UPTRAVI", "text": "Beginning in November 2022, Actelion Pharmaceuticals US Inc., Actelion Pharmaceuticals Ltd and Nippon Shinyaku Co., Ltd. filed patent infringement lawsuits in United States district courts against generic manufacturers who have filed ANDAs seeking approval to market generic versions of UPTRAVI intravenous before expiration of certain Orange Book Listed Patents. The following entities are named defendants: Alembic Pharmaceuticals Limited, Alembic Pharmaceuticals Inc.; Lupin Ltd.; Lupin Pharmaceuticals, Inc.; Cipla Limited; Cipla USA Inc.; MSN Laboratories Private Ltd.; and MSN Pharmaceuticals Inc. The following U.S. patents are included in one or more cases: 8,791,122 and 9,284,280. In November 2023, the Company entered into a confidential settlement agreement with Alembic Pharmaceuticals Limited and Alembic Pharmaceuticals Inc."}
-{"_id": "JNJ20231972", "title": "JNJ SPRAVATO", "text": "Beginning in May 2023, Janssen Pharmaceuticals, Inc. and Janssen Pharmaceutica NV filed patent infringement lawsuits in United States district courts against generic manufacturers who have filed ANDAs seeking approval to market generic versions of SPRAVATO before expiration of certain Orange Book Listed Patents. The following entities are named defendants: Sandoz Inc.; Hikma Pharmaceuticals Inc. USA; Hikma Pharmaceuticals PLC; and Alkem Laboratories Ltd. The following U.S. patents are included in one or more cases: 10,869,844; 11,173,134; 11,311,500; and 11,446,260."}
-{"_id": "JNJ20231974", "title": "JNJ STELARA", "text": "In November 2023, Biocon Biologics Inc. filed a Petition for Inter Partes Review with the USPTO seeking review of U.S. Patent No. 10,961,307 related to methods of treating ulcerative colitis with ustekinumab."}
-{"_id": "JNJ20231976", "title": "JNJ MedTech", "text": "In March 2016, Abiomed, Inc. (Abiomed) filed a declaratory judgment action against Maquet Cardiovascular LLC (Maquet) in U.S. District Court for the District of Massachusetts seeking a declaration that the Impella does not infringe certain Maquet patents, currently U.S. Patent Nos. 7,022,100 (\u2019100); 8,888,728; 9,327,068; 9,545,468; 9,561,314; and 9,597,437. Maquet counterclaimed for infringement of each of those patents. After claim construction, Maquet alleged infringement of only the \u2019100 patent. In September 2021, the court granted Abiomed\u2019s motion for summary judgment of non-infringement of the \u2019100 patent, and in September 2023, the district court entered final judgment in favor of Abiomed on all patents-in-suit. Maquet appealed."}
-{"_id": "JNJ20231978", "title": "JNJ Government proceedings", "text": "Like other companies in the pharmaceutical and medical technologies industries, the Company and certain of its subsidiaries are subject to extensive regulation by national, state and local government agencies in the United States and other countries in which they operate. Such regulation has been the basis of government investigations and litigations. The most significant litigation brought by, and investigations conducted by, government agencies are listed below. It is possible that criminal charges and substantial fines and/or civil penalties or damages could result from government investigations or litigation."}
-{"_id": "JNJ20231981", "title": "JNJ MedTech", "text": "In July 2018, the Public Prosecution Service in Rio de Janeiro and representatives from the Brazilian antitrust authority CADE inspected the offices of more than 30 companies including Johnson & Johnson do Brasil Indu\u0301stria e Come\u0301rcio de Produtos para Sau\u0301de Ltda. The authorities appear to be investigating allegations of possible anti-competitive behavior and possible improper payments in the medical device industry. The Company continues to respond to inquiries regarding the Foreign"}
-{"_id": "JNJ20231982", "title": "JNJ MedTech", "text": "Corrupt Practices Act from the United States Department of Justice and the United States Securities and Exchange Commission."}
-{"_id": "JNJ20231983", "title": "JNJ MedTech", "text": "In July 2023, the U.S. Department of Justice (\u201cDOJ\u201d) issued Civil Investigative Demands to the Company, Johnson & Johnson Surgical Vision, Inc., and Johnson & Johnson Vision Care, Inc. (collectively, \u201cJ&J Vision\u201d) in connection with a civil investigation under the False Claims Act relating to free or discounted intraocular lenses and equipment used in eye surgery, such as phacoemulsification and laser systems. J&J Vision has begun producing documents and information responsive to the Civil Investigative Demands. J&J Vision is in ongoing discussions with the DOJ regarding its inquiry."}
-{"_id": "JNJ20231985", "title": "JNJ Innovative Medicine", "text": "In July 2016, the Company and Janssen Products, LP were served with a qui tam complaint pursuant to the False Claims Act filed in the United States District Court for the District of New Jersey alleging the off-label promotion of two HIV products, PREZISTA and INTELENCE, and anti-kickback violations in connection with the promotion of these products. The complaint was filed under seal in December 2012. The federal and state governments have declined to intervene, and the lawsuit is being prosecuted by the relators. The Court denied summary judgment on all claims in December 2021. Daubert motions were granted in part and denied in part in January 2022, and the case is proceeding to trial. Trial is scheduled for May 2024."}
-{"_id": "JNJ20231986", "title": "JNJ Innovative Medicine", "text": "In March 2017, Janssen Biotech, Inc. (JBI) received a Civil Investigative Demand from the United States Department of Justice regarding a False Claims Act investigation concerning management and advisory services provided to rheumatology and gastroenterology practices that purchased REMICADE or SIMPONI ARIA. In August 2019, the United States Department of Justice notified JBI that it was closing the investigation. Subsequently, the United States District Court for the District of Massachusetts unsealed a qui tam False Claims Act complaint, which was served on the Company. The Department of Justice had declined to intervene in the qui tam lawsuit in August 2019. The Company filed a motion to dismiss, which was granted in part and denied in part. Discovery is underway."}
-{"_id": "JNJ20231987", "title": "JNJ Innovative Medicine", "text": "From time to time, the Company has received requests from a variety of United States Congressional Committees to produce information relevant to ongoing congressional inquiries. It is the policy of Johnson & Johnson to cooperate with these inquiries by producing the requested information."}
-{"_id": "JNJ20231989", "title": "JNJ General litigation", "text": "The Company or its subsidiaries are also parties to various proceedings brought under the Comprehensive Environmental Response, Compensation, and Liability Act, commonly known as Superfund, and comparable state, local or foreign laws in which the primary relief sought is the Company\u2019s agreement to implement remediation activities at designated hazardous waste sites or to reimburse the government or third parties for the costs they have incurred in performing remediation as such sites."}
-{"_id": "JNJ20231990", "title": "JNJ General litigation", "text": "In October 2017, certain United States service members and their families brought a complaint against a number of pharmaceutical and medical devices companies, including Johnson & Johnson and certain of its subsidiaries in United States District Court for the District of Columbia, alleging that the defendants violated the United States Anti-Terrorism Act. The complaint alleges that the defendants provided funding for terrorist organizations through their sales practices pursuant to pharmaceutical and medical device contracts with the Iraqi Ministry of Health. In July 2020, the District Court dismissed the complaint. In January 2022, the United States Court of Appeals for the District of Columbia Circuit reversed the District Court\u2019s decision. In June 2023, defendants filed a petition for a writ of certiorari to the United States Supreme Court."}
-{"_id": "JNJ20231991", "title": "JNJ General litigation", "text": "In February 2024, a putative class action was filed against the Company, the Pension & Benefits Committee of Johnson & Johnson, and certain named officers and employees, in United States District Court for the District of New Jersey. The complaint alleges that defendants breached fiduciary duties under the Employee Retirement Income Security Act (ERISA) by allegedly mismanaging the Company\u2019s prescription-drug benefits program. The complaint seeks damages and other relief."}
-{"_id": "JNJ20231993", "title": "JNJ MedTech", "text": "In October 2020, Fortis Advisors LLC (Fortis), in its capacity as representative of the former stockholders of Auris Health Inc. (Auris), filed a complaint against the Company, Ethicon Inc., and certain named officers and employees (collectively, Ethicon) in the Court of Chancery of the State of Delaware. The complaint alleges breach of contract, fraud, and other causes of action against Ethicon in connection with Ethicon\u2019s acquisition of Auris in 2019. The complaint seeks damages and other relief. In December 2021, the Court granted in part and denied in part defendants\u2019 motion to dismiss certain causes of action. All claims against the individual defendants were dismissed. The trial was held in January 2024 and the decision is pending."}
-{"_id": "JNJ20231996", "title": "JNJ Innovative Medicine", "text": "In June 2019, the United States Federal Trade Commission (FTC) issued a Civil Investigative Demand to the Company and Janssen Biotech, Inc. (collectively, Janssen) in connection with its investigation of whether Janssen\u2019s REMICADE contracting practices violate federal antitrust laws. The Company has produced documents and information responsive to the Civil Investigative Demand. Janssen is in ongoing discussions with the FTC staff regarding its inquiry."}
-{"_id": "JNJ20231997", "title": "JNJ Innovative Medicine", "text": "In February 2022, the United States Federal Trade Commission (FTC) issued Civil Investigative Demands to Johnson & Johnson and Janssen Biotech, Inc. (collectively, Janssen) in connection with its investigation of whether advertising practices for REMICADE violate federal law. Janssen has produced documents and information responsive to the Civil Investigative Demands. Janssen is in ongoing discussions with the FTC staff regarding the inquiry."}
-{"_id": "JNJ20231998", "title": "JNJ Innovative Medicine", "text": "In June 2022, Genmab A/S filed a Notice for Arbitration with International Institute for Conflict Prevention and Resolution (CPR) against Janssen Biotech, Inc. seeking milestones and an extended royalty term for Darzalex FASPRO. In April 2023, the Arbitration Panel ruled in Janssen's favor and dismissed Genmab\u2019s claims. In January 2024, Genmab\u2019s appeal of this dismissal was denied."}
-{"_id": "JNJ20231999", "title": "JNJ Innovative Medicine", "text": "In October 2018, two separate putative class actions were filed against Actelion Pharmaceutical Ltd., Actelion Pharmaceuticals U.S., Inc., and Actelion Clinical Research, Inc. (collectively Actelion) in United States District Court for the District of Maryland and United States District Court for the District of Columbia. The complaints allege that Actelion violated state and federal antitrust and unfair competition laws by allegedly refusing to supply generic pharmaceutical manufacturers with samples of TRACLEER. TRACLEER is subject to a Risk Evaluation and Mitigation Strategy required by the U.S. Food and Drug Administration, which imposes restrictions on distribution of the product. In January 2019, the plaintiffs dismissed the District of Columbia case and filed a consolidated complaint in the United States District Court for the District of Maryland."}
-{"_id": "JNJ20232000", "title": "JNJ Innovative Medicine", "text": "In December 2023, a putative class action lawsuit was filed against the Company and Janssen Biotech Inc. (collectively \u201cJanssen\u201d) in the United States District Court for the Eastern District of Virginia. The complaint alleges that Janssen violated federal and state antitrust laws and other state laws by delaying biosimilar competition with STELARA through the Janssen's enforcement of patent rights covering STELARA. The complaint seeks damages and other relief."}
-{"_id": "JNJ20232002", "title": "JNJ Innovative Medicine", "text": "In June 2022, Janssen Pharmaceuticals, Inc. filed a Demand for Arbitration against Emergent Biosolutions Inc. et al. (EBSI) with the American Arbitration Association, alleging that EBSI breached the parties\u2019 Manufacturing Services Agreement for the Company\u2019s COVID-19 vaccine. In July 2022, Emergent filed its answering statement and counterclaims. The hearing is scheduled for July 2024."}
-{"_id": "JNJ20232004", "title": "JNJ 20. Restructuring", "text": "In fiscal 2023, the Company commenced restructuring actions within its Innovative Medicine and MedTech segments. The amounts and details of the current year programs are included below."}
-{"_id": "JNJ20232005", "title": "JNJ 20. Restructuring", "text": "In fiscal 2023, the Company completed a prioritization of its research and development (R&D) investment within its Innovative Medicine segment to focus on the most promising medicines with the greatest benefit to patients. This resulted in the exit of certain programs within certain therapeutic areas. The R&D program exits are primarily in infectious diseases and vaccines including the discontinuation of its respiratory syncytial virus (RSV) adult vaccine program, hepatitis and HIV development. Pre-tax Restructuring expenses of $479 million in the fiscal year 2023, included the termination of partnered and non-partnered development program costs and asset impairments. The estimated costs of these total activities is between $500 million - $600 million and is expected to be completed by the end of fiscal year 2024."}
-{"_id": "JNJ20232006", "title": "JNJ 20. Restructuring", "text": "In fiscal 2023, the Company initiated a restructuring program of its Orthopaedics franchise within the MedTech segment to streamline operations by exiting certain markets, product lines and distribution network arrangements. The pre-tax restructuring expense of $319 million in the fiscal year 2023 primarily included inventory and instrument charges related to market and product exits. The estimated costs of the total program are between $700 million - $800 million and is expected to be completed by the end of fiscal year 2025."}
-{"_id": "JNJ20232011", "title": "JNJ 20. Restructuring", "text": "The following table summarizes the restructuring expenses for the fiscal year 2023: (Pre-tax Dollars in Millions)##2023 Innovative Medicine Segment(1)## MedTech Segment(2)## Total Programs##"}
-{"_id": "JNJ20232012", "title": "JNJ 20. Restructuring", "text": "(1)Included $449 million in Restructuring and $30 million in Cost of products sold on the Consolidated Statement of Earnings"}
-{"_id": "JNJ20232013", "title": "JNJ 20. Restructuring", "text": "(2)Included $40 million in Restructuring and $279 million in Cost of products sold on the Consolidated Statement of Earnings"}
-{"_id": "JNJ20232014", "title": "JNJ 20. Restructuring", "text": "Restructuring reserves as of December 31, 2023 and January 1, 2023 were insignificant."}
-{"_id": "JNJ20232017", "title": "JNJ 21. Kenvue separation and discontinued operations", "text": "On May 8, 2023, Kenvue, completed an initial public offering (the IPO) resulting in the issuance of 198,734,444 shares of its common stock, par value $0.01 per share (the \u201cKenvue Common Stock\u201d), at an initial public offering of $22.00 per share for net proceeds of $4.2 billion. The excess of the net proceeds from the IPO over the net book value of the Johnson & Johnson divested interest was $2.5 billion and was recorded to additional paid-in capital. As of the closing of the IPO, Johnson & Johnson owned approximately 89.6% of the total outstanding shares of Kenvue Common Stock and at July 2, 2023, the non-controlling interest of $1.3 billion associated with Kenvue was reflected in equity attributable to non-controlling interests in the consolidated balance sheet in the fiscal second quarter of 2023."}
-{"_id": "JNJ20232018", "title": "JNJ 21. Kenvue separation and discontinued operations", "text": "On August 23, 2023, Johnson & Johnson completed the disposition of an additional 80.1% ownership of Kenvue Common Stock through an exchange offer, which resulted in Johnson & Johnson acquiring 190,955,436 shares of the Company\u2019s common stock in exchange for 1,533,830,450 shares of Kenvue Common Stock. The $31.4 billion of Johnson & Johnson common stock received in the exchange offer is recorded in Treasury stock. Following the exchange offer, the Company owns 9.5% of the total outstanding shares of Kenvue Common Stock that was recorded in other assets within continuing operations at the fair market value of $4.3 billion as of August 23, 2023. Subsequent changes are reflected in other income/expense and amounted to $0.4 billion expense through December 31, 2023."}
-{"_id": "JNJ20232019", "title": "JNJ 21. Kenvue separation and discontinued operations", "text": "Johnson & Johnson divested net assets of $11.6 billion as of August 23, 2023, and the accumulated other comprehensive loss attributable to the Consumer Health business at that date was $4.3 billion. Additionally, at the date of the exchange offer, Johnson & Johnson decreased the non-controlling interest by $1.2 billion to record the deconsolidation of Kenvue. This resulted in a non-cash gain on the exchange offer of $21.0 billion that was recorded in Net earnings from discontinued operations, net of taxes in the consolidated statements of earnings for the fiscal third quarter of 2023. This one-time gain includes a gain of $2.8 billion on the Kenvue Common Stock retained by Johnson & Johnson. The gain on the exchange offer qualifies as a tax-free transaction for U.S. federal income tax purposes."}
-{"_id": "JNJ20232020", "title": "JNJ 21. Kenvue separation and discontinued operations", "text": "Also in connection with the separation, Johnson & Johnson and Kenvue entered into a separation agreement and also entered into various other agreements that provide for certain transactions to effect the transfer of the assets and liabilities of the Consumer Health business to Kenvue and to govern various interim and ongoing relationships between Kenvue and Johnson & Johnson following the completion of the Kenvue IPO, including transition services agreements (TSAs), transition manufacturing agreements (TMAs), trademark agreements, intellectual property agreements, an employee matters agreement, and a tax matters agreement. Under the TSAs, Johnson & Johnson will provide Kenvue various services and, similarly, Kenvue will provide Johnson & Johnson various services. The provision of services under the TSAs generally will terminate within 24 months following the Kenvue IPO. Additionally, Johnson & Johnson and Kenvue entered into TMAs pursuant to which Johnson & Johnson will manufacture and supply to Kenvue certain products and, similarly, Kenvue will manufacture and supply to Johnson & Johnson certain products. The terms of the TMAs range in initial duration from 3 months to 5 years."}
-{"_id": "JNJ20232021", "title": "JNJ 21. Kenvue separation and discontinued operations", "text": "Amounts related to the TSAs and TMAs included in the consolidated statements of earnings were immaterial for the fiscal year 2023. Additionally, the amounts due to and from Kenvue for the above agreements was not material as of December 31, 2023."}
-{"_id": "JNJ20232023", "title": "JNJ 21. Kenvue separation and discontinued operations", "text": "The results of the Consumer Health business (previously reported as a separate business segment), as well as the associated gain, have been reflected as discontinued operations in the Company\u2019s consolidated statements of earnings as Net earnings from discontinued operations, net of taxes. Prior periods have been recast to reflect this presentation. As a result of the separation of Kenvue, Johnson & Johnson incurred separation costs of $986 million, $1,089 million and $67 million in the fiscal years 2023, 2022 and 2021, respectively, which are also included in Net earnings from discontinued operations, net of taxes. These costs were primarily related to external advisory, legal, accounting, contractor and other incremental costs directly related to separation activities. In the fiscal 2022, as part of the planned separation of the Company\u2019s Consumer Health business, the Company recognized approximately $0.5 billion in net incremental tax costs. As of January 1, 2023, the assets and liabilities associated with the Consumer Health business were classified as assets and liabilities of discontinued operations in the consolidated balance sheets."}
-{"_id": "JNJ20232038", "title": "JNJ 21. Kenvue separation and discontinued operations", "text": "Details of Net Earnings from Discontinued Operations, net of taxes are as follows: (Dollars in Millions)##2023(1)##2022##2021 Sales to customers##$10,036##14,953##15,035 Cost of products sold##4,369##6,494##6,452 Gross profit##5,667##8,459##8,583 Selling, marketing and administrative expenses##3,085##4,519##4,542 Research and development expense##258##468##437 Interest Income##(117)##\u2014##\u2014 Interest expense, net of portion capitalized##199##\u2014##\u2014 Other (income) expense, net##1,092##1,060##(37) (Gain) on separation of Kenvue##(20,984)##\u2014##\u2014 Restructuring##\u2014##46##43 Earnings from Discontinued Operations Before Provision for Taxes on Income##22,134##2,366##3,598 Provision for taxes on income##307##795##521 Net earnings from Discontinued Operations##$21,827##1,571##3,077"}
-{"_id": "JNJ20232039", "title": "JNJ 21. Kenvue separation and discontinued operations", "text": "(1)The Company ceased consolidating the results of the Consumer Health business on August 23, 2023, the date of the exchange offer, but continued to reflect any separation costs incurred as part of discontinued operations through the end of the fiscal fourth quarter."}
-{"_id": "JNJ20232043", "title": "JNJ 21. Kenvue separation and discontinued operations", "text": "The following table presents depreciation, amortization and capital expenditures of the discontinued operations related to Kenvue: (Dollars in Millions)##2023(1)##2022##2021 Depreciation and Amortization##$383##641##739 Capital expenditures##$162##303##314"}
-{"_id": "JNJ20232071", "title": "JNJ 2023 Annual Report 103", "text": "Details of assets and liabilities of discontinued operations were as follows: ##January 1, 2023 Assets## Cash and cash equivalents##$1,238 Accounts receivable trade, less allowances for doubtful accounts##2,121 Inventories##2,215 Prepaid expenses and other receivables##256 Total current assets of discontinued operations##5,830 Property, plant and equipment, net##1,821 Intangible assets, net##9,836 Goodwill##9,184 Deferred taxes on income##176 Other assets##390 Total noncurrent assets of discontinued operations##$21,407 Liabilities## Loans and notes payable##$15 Accounts payable##1,814 Accrued liabilities including accrued taxes on income##644 Accrued rebates, returns and promotions##838 Accrued compensation and employee related obligations##279 Total current liabilities of discontinued operations##3,590 Long-term debt##2 Deferred taxes on income##2,383 Employee related obligations##225 Other liabilities##291 Total noncurrent liabilities of discontinued operations##$2,901"}
-{"_id": "JNJ20232092", "title": "JNJ 22. Selected quarterly financial data (unaudited)", "text": "Selected unaudited quarterly financial data has been recast for discontinued operations for the years 2023 and 2022 and is summarized below: ######2023##########2022#### (Dollars in Millions Except Per Share Data)##First Quarter(1)##Second Quarter####Third Quarter(2)##Fourth Quarter(3)##First Quarter(4)##Second Quarter####Third Quarter##Fourth Quarter(5) Segment sales to customers#################### Innovative Medicine##$13,413##13,731####13,893##13,722##12,869##13,317####13,214##13,163 MedTech##7,481##7,788####7,458##7,673##6,971##6,898####6,782##6,776 Total sales##20,894##21,519####21,351##21,395##19,840##20,215####19,996##19,939 Gross profit##14,207##15,057####14,745##14,597##13,822##13,893####13,824##13,855 Earnings (Loss) before provision for taxes on income##(1,287)##6,306####5,217##4,826##5,203##5,144####5,172##3,840 Net earnings (loss) from continuing operations##(491)##5,376####4,309##4,132##4,571##4,262####4,310##3,227 Net earnings (loss) from discontinued operations, net of tax##423##(232)####21,719##(83)##578##552####148##293 Net earnings (loss)##(68)##5,144####26,028##4,049##5,149##4,814####4,458##3,520 Basic net earnings(loss) per share:#################### Basic net earnings (loss) per share from continuing operations##(0.19)##2.07####1.71##1.71##1.74##1.62####1.64##1.24 Basic net earnings (loss) per share from discontinued operations##0.16##(0.09)####8.61##(0.03)##0.22##0.21####0.06##0.11 Basic net earnings (loss) per share##(0.03)##1.98####10.32##1.68##1.96##1.83####1.70##1.35 Diluted net earnings (loss) per share:#################### Diluted net earnings (loss) per share from continuing operations##(0.19)##2.05####1.69##1.70##1.71##1.60####1.62##1.22 Diluted net earnings (loss) per share from discontinued operations##0.16##(0.09)####8.52##(0.03)##0.22##0.20####0.06##0.11 Diluted net earnings (loss) per share##(0.03)##1.96####10.21##1.67##1.93##1.80####1.68##1.33"}
-{"_id": "JNJ20232093", "title": "JNJ 22. Selected quarterly financial data (unaudited)", "text": "(1)The fiscal first quarter of 2023 includes a $6.9 billion charge related to talc matters."}
-{"_id": "JNJ20232094", "title": "JNJ 22. Selected quarterly financial data (unaudited)", "text": "(2)The fiscal third quarter of 2023 includes; a non-cash gain on the exchange offer of $21.0 billion that was recorded in Net earnings from discontinued operations, net of taxes; $0.6 billion related to the unfavorable change in the fair value of the retained stake in Kenvue and $0.4 billion related to the partial impairment of Idorsia convertible debt and the change in the fair value of the Idorsia equity securities held."}
-{"_id": "JNJ20232095", "title": "JNJ 22. Selected quarterly financial data (unaudited)", "text": "(3)The fourth quarter of 2023 includes favorable changes in the fair value of securities of $0.4 billion"}
-{"_id": "JNJ20232096", "title": "JNJ 22. Selected quarterly financial data (unaudited)", "text": "(4)In the fiscal first quarter of 2022, the Company recorded an intangible asset impairment charge of approximately $0.6 billion related to an in-process research and development asset, bermekimab (JnJ-77474462)."}
-{"_id": "JNJ20232097", "title": "JNJ 22. Selected quarterly financial data (unaudited)", "text": "(5)The fiscal fourth quarter of 2022 includes one-time COVID-19 Vaccine related exit costs of $0.8 billion."}
-{"_id": "JNJ20232100", "title": "JNJ Report of independent registered public accounting firm", "text": "To the Board of Directors and Shareholders of Johnson & Johnson"}
-{"_id": "JNJ20232101", "title": "JNJ Report of independent registered public accounting firm", "text": "Opinions on the financial statements and internal control over financial reporting"}
-{"_id": "JNJ20232102", "title": "JNJ Report of independent registered public accounting firm", "text": "We have audited the accompanying consolidated balance sheets of Johnson & Johnson and its subsidiaries (the \u201cCompany\u201d) as of December 31, 2023 and January 1, 2023, and the related consolidated statements of earnings, of comprehensive income, of equity and of cash flows for each of the three fiscal years in the period ended December 31, 2023, including the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)."}
-{"_id": "JNJ20232103", "title": "JNJ Report of independent registered public accounting firm", "text": "In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and January 1, 2023, and the results of its operations and its cash flows for each of the three fiscal years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO."}
-{"_id": "JNJ20232105", "title": "JNJ Basis for opinions", "text": "The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management\u2019s Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on the Company\u2019s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "JNJ20232106", "title": "JNJ Basis for opinions", "text": "We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects."}
-{"_id": "JNJ20232107", "title": "JNJ Basis for opinions", "text": "Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions."}
-{"_id": "JNJ20232109", "title": "JNJ Definition and limitations of internal control over financial reporting", "text": "A company\u2019s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company\u2019s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company\u2019s assets that could have a material effect on the financial statements."}
-{"_id": "JNJ20232111", "title": "JNJ Definition and limitations of internal control over financial reporting", "text": "Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate."}
-{"_id": "JNJ20232113", "title": "JNJ Critical audit matters", "text": "The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate."}
-{"_id": "JNJ20232115", "title": "JNJ U.S. pharmaceutical rebate reserves \u2013 managed care, medicare and medicaid", "text": "As described in Note 1 to the consolidated financial statements, the Company recognizes revenue from product sales when obligations under the terms of a contract with the customer are satisfied. Rebates and discounts provided to customers are accounted for as variable consideration and recorded as a reduction in sales. The liability for such rebates and discounts is recognized within Accrued Rebates, Returns, and Promotions on the consolidated balance sheet. A significant portion of the liability related to rebates is from the sale of pharmaceutical goods within the U.S., primarily the Managed Care, Medicare and Medicaid programs, which amounted to $11.5 billion as of December 31, 2023. For significant rebate programs, which include the U.S. Managed Care, Medicare and Medicaid rebate programs, rebates and discounts estimated by management are based on contractual terms, historical experience, patient outcomes, trend analysis, and projected market conditions in the U.S. pharmaceutical market."}
-{"_id": "JNJ20232116", "title": "JNJ U.S. pharmaceutical rebate reserves \u2013 managed care, medicare and medicaid", "text": "The principal considerations for our determination that performing procedures relating to U.S. pharmaceutical rebate reserves - Managed Care, Medicare and Medicaid is a critical audit matter are the significant judgment by management due to the significant measurement uncertainty involved in developing these reserves and the high degree of auditor judgment, subjectivity and audit effort in performing procedures and evaluating the assumptions related to contractual terms, historical experience, patient outcomes, trend analysis, and projected market conditions in the U.S. pharmaceutical market."}
-{"_id": "JNJ20232117", "title": "JNJ U.S. pharmaceutical rebate reserves \u2013 managed care, medicare and medicaid", "text": "Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to U.S. pharmaceutical rebate reserves - Managed Care, Medicare and Medicaid, including controls over the assumptions used to estimate these rebates. These procedures also included, among others, (i) developing an independent estimate of the rebates by utilizing third party information on price and market conditions in the U.S. pharmaceutical market, the terms of the specific rebate programs, and the historical experience and trend analysis of actual rebate claims paid; (ii) testing rebate claims processed by the Company, including evaluating those claims for consistency with the contractual and mandated terms of the Company\u2019s rebate arrangements; and (iii) comparing the independent estimates to management\u2019s estimates."}
-{"_id": "JNJ20232119", "title": "JNJ Litigation contingencies \u2013 talc", "text": "As described in Notes 1 and 19 to the consolidated financial statements, the Company records accruals for loss contingencies associated with legal matters, including talc, when it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated. To the extent adverse awards, judgments, or verdicts have been rendered against the Company, management does not record an accrual until a loss is determined to be probable and can be reasonably estimated. For these matters, management is unable to estimate the possible loss or range of loss beyond the amounts accrued. Amounts accrued for legal contingencies often result from a complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions including timing of related payments. The ability to make such estimates and judgments can be affected by various factors, including, among other things, whether damages sought in the proceedings are unsubstantiated or indeterminate; scientific and legal discovery has not commenced or is not complete; proceedings are in early stages; matters present legal uncertainties; there are significant facts in dispute; procedural or jurisdictional issues; the uncertainty and unpredictability of the number of potential claims; ability to achieve comprehensive multi-party settlements; complexity of related cross-claims and counterclaims; and/or there are numerous parties involved. Management continues to believe that the Company has strong legal grounds to contest the talc verdicts it has appealed. Notwithstanding management\u2019s confidence in the safety of the Company\u2019s talc products, in certain circumstances the Company has settled cases. The Company has recognized a total provision of approximately $9 billion, of which approximately one-third is recorded as a current liability and which encompasses actual and contemplated settlements. The recorded amount remains the Company's best estimate of probable loss after the dismissal. The parties have not yet reached a full resolution of all talc matters and the Company is unable to estimate the possible loss or range of loss beyond the remaining amount accrued."}
-{"_id": "JNJ20232120", "title": "JNJ Litigation contingencies \u2013 talc", "text": "The principal considerations for our determination that performing procedures relating to the talc litigation is a critical audit matter are the significant judgment by management when assessing the likelihood of a loss being incurred, when determining whether a reasonable estimate of the loss or range of loss for the future and existing talc claims can be made, and when determining the timing of any settlement payments, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management\u2019s assessment of the loss contingencies associated with this litigation."}
-{"_id": "JNJ20232122", "title": "JNJ 2023 Annual Report 107", "text": "Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management\u2019s evaluation of the talc litigation, including controls over determining whether a loss is probable and whether the amount of loss can be reasonably estimated, as well as financial statement disclosures. These procedures also included, among others, (i) gaining an understanding of the Company\u2019s process around the accounting and reporting for the talc litigation; (ii) obtaining and evaluating certain executed settlement agreements related to the talc litigation (iii) discussing the status of significant known actual and potential litigation and settlements activity with the Company\u2019s in-house legal counsel, as well as external counsel when deemed necessary; (iv) obtaining and evaluating the letters of audit inquiry with internal and external legal counsel for significant litigation; (v) evaluating the reasonableness of management\u2019s assessment regarding whether an unfavorable outcome is reasonably possible or probable and reasonably estimable; and (vi) evaluating the sufficiency of the Company\u2019s litigation contingencies disclosures."}
-{"_id": "JNJ20232127", "title": "JNJ February 16, 2024", "text": "We have served as the Company\u2019s auditor since at least 1920. We have not been able to determine the specific year we began serving as auditor of the Company."}
-{"_id": "JNJ20232129", "title": "JNJ Management\u2019s report on internal control over financial reporting", "text": "Under Section 404 of the Sarbanes-Oxley Act of 2002, management is required to assess the effectiveness of the Company\u2019s internal control over financial reporting as of the end of each fiscal year and report, based on that assessment, whether the Company\u2019s internal control over financial reporting is effective."}
-{"_id": "JNJ20232130", "title": "JNJ Management\u2019s report on internal control over financial reporting", "text": "Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company\u2019s internal control over financial reporting is designed to provide reasonable assurance as to the reliability of the Company\u2019s financial reporting and the preparation of external financial statements in accordance with generally accepted accounting principles."}
-{"_id": "JNJ20232131", "title": "JNJ Management\u2019s report on internal control over financial reporting", "text": "Internal controls over financial reporting, no matter how well designed, have inherent limitations. Therefore, internal control over financial reporting determined to be effective can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect all misstatements. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate."}
-{"_id": "JNJ20232132", "title": "JNJ Management\u2019s report on internal control over financial reporting", "text": "The Company\u2019s management has assessed the effectiveness of the Company\u2019s internal control over financial reporting as of December 31, 2023. In making this assessment, the Company used the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in \u201cInternal Control-Integrated Framework (2013).\u201d These criteria are in the areas of control environment, risk assessment, control activities, information and communication, and monitoring. The Company\u2019s assessment included extensive documenting, evaluating and testing the design and operating effectiveness of its internal controls over financial reporting."}
-{"_id": "JNJ20232133", "title": "JNJ Management\u2019s report on internal control over financial reporting", "text": "Based on the Company\u2019s processes and assessment, as described above, management has concluded that, as of December 31, 2023, the Company\u2019s internal control over financial reporting was effective."}
-{"_id": "JNJ20232138", "title": "JNJ Management\u2019s report on internal control over financial reporting", "text": "The effectiveness of the Company\u2019s internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which appears herein. /s/ J. Duato##/s/ J. J. Wolk Joaquin Duato##Joseph J. Wolk Chairman, Board of Directors##Executive Vice President, Chief Financial Officer Chief Executive Officer##"}
-{"_id": "JNJ20232141", "title": "JNJ Shareholder return performance graphs", "text": "Set forth below are line graphs comparing the cumulative total shareholder return on the Company\u2019s Common Stock for periods of five years and ten years ending December 31, 2023, against the cumulative total return of the Standard & Poor\u2019s 500 Stock Index, the Standard & Poor\u2019s Pharmaceutical Index and the Standard & Poor\u2019s Healthcare Equipment Index. The graphs and tables assume that $100 was invested on December 31, 2018 and December 31, 2013 in each of the Company\u2019s Common Stock, the Standard & Poor\u2019s 500 Stock Index, the Standard & Poor\u2019s Pharmaceutical Index and the Standard & Poor\u2019s Healthcare Equipment Index and that all dividends were reinvested."}
-{"_id": "JNJ20232157", "title": "JNJ S&P Healthcare Equipment Index", "text": " ##5-year CAGR#### J&J####6.8##% S&P 500####15.7##% S&P Pharm####11.1##% S&P H/C Equip####9.9##% ##2018##2019##2020##2021##2022##2023 Johnson & Johnson##$100.00##$116.21##$128.82##$143.57##$152.14##$139.05 S&P 500 Index##$100.00##$131.47##$155.65##$200.29##$163.98##$207.04 S&P Pharmaceutical Index##$100.00##$115.09##$123.75##$155.62##$168.77##$169.33 S&P Healthcare Equipment Index##$100.00##$129.32##$152.12##$181.56##$147.32##$160.64"}
-{"_id": "JNJ20232172", "title": "JNJ S&P Healthcare Equipment Index", "text": " ##10-year CAGR#### J&J####8.4##% S&P 500####12.0##% S&P Pharm####10.1##% S&P H/C Equip####13.3##% ##2013##2014##2015##2016##2017##2018##2019##2020##2021##2022##2023 Johnson & Johnson##$100.00##$117.34##$118.69##$136.88##$170.29##$161.54##$187.73##$208.10##$231.92##$245.76##$224.62 S&P 500 Index##$100.00##$113.67##$115.23##$129.00##$157.15##$150.24##$197.53##$233.85##$300.91##$246.37##$311.06 S&P Pharmaceutical Index##$100.00##$122.22##$129.29##$127.27##$143.27##$154.86##$178.23##$191.64##$240.99##$261.37##$262.23 S&P Healthcare Equipment Index##$100.00##$126.28##$133.82##$142.50##$186.53##$216.82##$280.39##$329.83##$393.66##$319.42##$348.30"}
-{"_id": "JNJ20232174", "title": "JNJ 2023 Annual Report 111", "text": "Changes in and disagreements with accountants on accounting and financial disclosure"}
-{"_id": "JNJ20232175", "title": "JNJ 2023 Annual Report 111", "text": "Not applicable."}
-{"_id": "JNJ20232177", "title": "JNJ Controls and procedures", "text": "Disclosure controls and procedures. At the end of the period covered by this Report, the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures. The Company\u2019s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC\u2019s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company\u2019s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Joaquin Duato, Chairman and Chief Executive Officer, and Joseph J. Wolk, Executive Vice President, Chief Financial Officer, reviewed and participated in this evaluation. Based on this evaluation, Messrs. Duato and Wolk concluded that, as of the end of the period covered by this Report, the Company\u2019s disclosure controls and procedures were effective."}
-{"_id": "JNJ20232178", "title": "JNJ Controls and procedures", "text": "Reports on internal control over financial reporting. The information called for by this item is incorporated herein by reference to Management\u2019s report on internal control over financial reporting, and the attestation regarding internal controls over financial reporting included in the report of independent registered public accounting firm included in Item 8 of this Report."}
-{"_id": "JNJ20232179", "title": "JNJ Controls and procedures", "text": "Changes in internal control over financial reporting. During the fiscal quarter ended December 31, 2023, there were no changes in the Company\u2019s internal control over financial reporting identified in connection with the evaluation required under Rules 13a-15 and 15d-15 under the Exchange Act that have materially affected, or are reasonably likely to materially affect, the Company\u2019s internal control over financial reporting. The Company continues to monitor and assess the effectiveness of the design and operation of its disclosure controls and procedures."}
-{"_id": "JNJ20232180", "title": "JNJ Controls and procedures", "text": "The Company is implementing a multi-year, enterprise-wide initiative to integrate, simplify and standardize processes and systems for the human resources, information technology, procurement, supply chain and finance functions. These are enhancements to support the growth of the Company\u2019s financial shared service capabilities and standardize financial systems. This initiative is not in response to any identified deficiency or weakness in the Company\u2019s internal control over financial reporting. In response to this initiative, the Company has and will continue to align and streamline the design and operation of its financial control environment."}
-{"_id": "JNJ20232182", "title": "JNJ Other information", "text": "Securities trading plans of Directors and Executive Officers. During the fiscal fourth quarter of 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) informed us of the adoption or termination of a \u201cRule 10b5-1 trading arrangement\u201d or \u201cnon-Rule 10b5-1 trading arrangement,\u201d each as defined in Item 408 of Regulation S-K."}
-{"_id": "JNJ20232185", "title": "JNJ Disclosure regarding foreign jurisdictions that prevent inspections", "text": "Not applicable."}
-{"_id": "JNJ20232188", "title": "JNJ Directors, executive officers and corporate governance", "text": "The information called for by this item is incorporated herein by reference to the discussion of the Audit Committee under the caption Item 1. Election of Directors - Board committees; and the material under the captions Item 1. Election of Directors and, if applicable, Delinquent Section 16(a) reporting in the Proxy Statement; and the material under the caption \u201cExecutive Officers of the Registrant\u201d in Part I of this Report."}
-{"_id": "JNJ20232189", "title": "JNJ Directors, executive officers and corporate governance", "text": "The Company\u2019s Code of Business Conduct, which covers all employees (including the Chief Executive Officer, Chief Financial Officer and Controller), meets the requirements of the SEC rules promulgated under Section 406 of the Sarbanes-Oxley Act of 2002. The Code of Business Conduct is available on the Company\u2019s website at www.jnj.com/code-of-business-conduct, and copies are available to shareholders without charge upon written request to the Secretary at the Company\u2019s principal executive offices. Any substantive amendment to the Code of Business Conduct or any waiver of the Code granted to the Chief Executive Officer, the Chief Financial Officer or the Controller will be posted on the Company\u2019s website at www.jnj.com/code-of-business-conduct within five business days (and retained on the website for at least one year)."}
-{"_id": "JNJ20232190", "title": "JNJ Directors, executive officers and corporate governance", "text": "In addition, the Company has adopted a Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers. The Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers is available on the Company\u2019s website at www.investor.jnj.com/governance/corporate-governance-overview/code-of-business-conduct--ethics, and copies are available to shareholders without charge upon written request to the Secretary at the Company\u2019s principal executive offices. Any substantive amendment to the Code or any waiver of the Code granted to any member of the Board of Directors or any executive officer will be posted on the Company\u2019s website at www.investor.jnj.com/governance/corporate-governance-overview/code-of-business-conduct--ethics within five business days (and retained on the website for at least one year)."}
-{"_id": "JNJ20232192", "title": "JNJ Executive compensation", "text": "The information called for by this item is incorporated herein by reference to the material under the captions Item 1. Election of Directors \u2013 Director compensation, and Item 2. Compensation Committee report, Compensation discussion and analysis and Executive compensation tables in the Proxy Statement."}
-{"_id": "JNJ20232193", "title": "JNJ Executive compensation", "text": "The material incorporated herein by reference to the material under the caption Compensation Committee report in the Proxy Statement shall be deemed furnished, and not filed, in this Report and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, as a result of this furnishing, except to the extent that the Company specifically incorporates it by reference."}
-{"_id": "JNJ20232194", "title": "JNJ Executive compensation", "text": "Security ownership of certain beneficial owners and management and related stockholder matters"}
-{"_id": "JNJ20232195", "title": "JNJ Executive compensation", "text": "The information called for by this item is incorporated herein by reference to the material under the caption Item 1. Stock ownership in the Proxy Statement; and Note 16 Common stock, stock option plans and stock compensation agreements of the Notes to Consolidated Financial Statements in Item 8 of this Report."}
-{"_id": "JNJ20232202", "title": "JNJ Equity compensation plan information", "text": "The following table provides certain information as of December 31, 2023 concerning the shares of the Company\u2019s Common Stock that may be issued under existing equity compensation plans. Plan Category##Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights##Weighted Average Exercise Price of Outstanding Options and Rights##Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(2)(3) Equity Compensation Plans Approved by Security Holders(1)##127,211,785##$123.41##130,112,007 Equity Compensation Plans Not Approved by Security Holders##\u2014##\u2014##\u2014 Total##127,211,785##$123.41##130,112,007"}
-{"_id": "JNJ20232203", "title": "JNJ Equity compensation plan information", "text": "(1)Included in this category are the following equity compensation plans which have been approved by the Company\u2019s shareholders: 2012 Long-Term Incentive Plan and 2022 Long-Term Incentive Plan."}
-{"_id": "JNJ20232204", "title": "JNJ Equity compensation plan information", "text": "(2)This column excludes shares reflected under the column \u201cNumber of Securities to be Issued Upon Exercise of Outstanding Options and Rights.\u201d"}
-{"_id": "JNJ20232205", "title": "JNJ Equity compensation plan information", "text": "(3)The 2012 Long-Term Incentive Plan expired April 26, 2022. All options and restricted shares granted subsequent to that date were under the 2022 Long-Term Incentive Plan."}
-{"_id": "JNJ20232207", "title": "JNJ Certain relationships and related transactions, and director independence", "text": "The information called for by this item is incorporated herein by reference to the material under the captions Item 1. Election of Directors - Related person transactions & Director independence in the Proxy Statement."}
-{"_id": "JNJ20232210", "title": "JNJ Principal accountant fees and services", "text": "The information called for by this item is incorporated herein by reference to the material under the caption Item 3. Ratification of appointment of independent registered public accounting firm in the Proxy Statement."}
-{"_id": "JNJ20232214", "title": "JNJ Exhibits and financial statement schedules", "text": "The following documents are filed as part of this report: 1.Financial Statements"}
-{"_id": "JNJ20232215", "title": "JNJ Exhibits and financial statement schedules", "text": "Consolidated balance sheets at end of fiscal years 2023 and 2022"}
-{"_id": "JNJ20232216", "title": "JNJ Exhibits and financial statement schedules", "text": "Consolidated statements of earnings for fiscal years 2023, 2022 and 2021"}
-{"_id": "JNJ20232217", "title": "JNJ Exhibits and financial statement schedules", "text": "Consolidated statements of comprehensive income for Fiscal Years 2023, 2022 and 2021"}
-{"_id": "JNJ20232218", "title": "JNJ Exhibits and financial statement schedules", "text": "Consolidated statements of equity for fiscal years 2023, 2022 and 2021"}
-{"_id": "JNJ20232219", "title": "JNJ Exhibits and financial statement schedules", "text": "Consolidated statements of cash flows for fiscal years 2023, 2022 and 2021"}
-{"_id": "JNJ20232222", "title": "JNJ Report of independent registered public accounting firm", "text": "All schedules are omitted because they are not applicable or the required information is included in the financial statements or notes."}
-{"_id": "JNJ20232223", "title": "JNJ Report of independent registered public accounting firm", "text": "2.Exhibits required to be filed by item 60l of regulation S-K"}
-{"_id": "JNJ20232224", "title": "JNJ Report of independent registered public accounting firm", "text": "The information called for by this item is incorporated herein by reference to the Exhibit Index in this Report."}
-{"_id": "JNJ20232226", "title": "JNJ Form 10-K summary", "text": "Registrants may voluntarily include a summary of information required by Form 10-K under this Item 16. The Company has elected not to include such summary information."}
-{"_id": "JNJ20232229", "title": "JNJ Signatures", "text": "Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized."}
-{"_id": "JNJ20232268", "title": "JNJ J. Duato, Chairman of the Board and Chief Executive Officer", "text": "Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature##Title##Date /s/ J. Duato##Chairman of the Board##February 16, 2024 J. Duato##Chief Executive Officer (Principal Executive Officer)## /s/ J. J. Wolk##Chief Financial Officer##February 16, 2024 J. J. Wolk##(Principal Financial Officer)## /s/ R. J. Decker Jr.##Controller and Chief Accounting Officer##February 16, 2024 R. J. Decker Jr.##(Principal Accounting Officer)## /s/ D. Adamczyk##Director##February 16, 2024 D. Adamczyk#### /s/ M. C. Beckerle##Director##February 16, 2024 M. C. Beckerle#### /s/ D. S. Davis##Director##February 16, 2024 D. S. Davis#### /s/ J. A. Doudna##Director##February 16, 2024 J. A. Doudna#### Signature##Title##Date /s/ M. A. Hewson##Director##February 16, 2024 M. A. Hewson#### /s/ P. A. Johnson##Director##February 16, 2024 P. A. Johnson#### /s/ H. Joly##Director##February 16, 2024 H. Joly#### /s/ M. B. McClellan##Director##February 16, 2024 M. B. McClellan#### /s/ A. M. Mulcahy##Director##February 16, 2024 A. M. Mulcahy#### /s/ M. A. Weinberger##Director##February 16, 2024 M. A. Weinberger#### /s/ N. Y. West##Director##February 16, 2024 N. Y. West#### /s/ E. A. Woods##Director##February 16, 2024 E. A. Woods####"}
-{"_id": "JNJ20232272", "title": "JNJ Exhibit index", "text": " Reg. S-K## Exhibit Table##Description"}
-{"_id": "JNJ20232294", "title": "JNJ Exhibit", "text": " 2(i)##Agreement and Plan of Merger, dated as of October 31, 2022, by and among Johnson & Johnson, Athos Merger Sub, Inc. and ABIOMED, Inc. \u2013 Incorporated herein by reference to Exhibit 2.1 of the Registrant\u2019s Form 8-K Current Report filed November 1, 2022.\u2020 3(i)##Restated Certificate of Incorporation effective February 19, 2016 \u2014 Incorporated herein by reference to Exhibit 3(i) of the Registrant\u2019s Form 10-K Annual Report for the fiscal year ended January 3, 2016. 3(ii)##Certificate of Amendment to the Certificate of Incorporation of Johnson & Johnson effective April 30, 2020 \u2014 Incorporated herein by reference to Exhibit 3.1 of the Registrant's Form 8-K Current Report filed April 29, 2020. 3(iii)##By-Laws of the Company, as amended effective June 9, 2020 \u2014 Incorporated herein by reference to Exhibit 3.1 of the Registrant\u2019s Form 8-K Current Report filed June 10, 2020. 4(a)##Upon the request of the Securities and Exchange Commission, the Registrant will furnish a copy of all instruments defining the rights of holders of long-term debt of the Registrant. 4(b)##Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 \u2014 Incorporated herein by reference to Exhibit 4.1 of the Registrant\u2019s Form 8-K Current Report filed August 12, 2020. 10(a)##2012 Long-Term Incentive Plan \u2014 Incorporated herein by reference to Appendix A of the Registrant\u2019s Proxy Statement filed on March 15, 2012.* 10(b)##Form of Stock Option Certificate under the 2012 Long-Term Incentive Plan \u2014 Incorporated herein by reference to Exhibit 10.2 of the Registrant\u2019s Form 10-Q Quarterly Report for the quarter ended April 1, 2012.* 10(c)##Form of Restricted Share Unit Certificate under the 2012 Long-Term Incentive Plan \u2014 Incorporated herein by reference to Exhibit 10.3 of the Registrant\u2019s Form 10-Q Quarterly Report for the quarter ended April 1, 2012.* 10(d)##Form of Performance Share Unit Certificate under the 2012 Long-Term Incentive Plan \u2014 Incorporated herein by reference to Exhibit 10.4 of the Registrant\u2019s Form 10-Q Quarterly Report for the quarter ended April 1, 2012.* 10(e)##Global NonQualified Stock Option Award Agreement under the 2012 Long-Term Incentive Plan \u2014 Incorporated herein by reference to Exhibit 10.1 of the Registrant\u2019s Form 10-Q Quarterly Report for the quarter ended April 1, 2018.* 10(f)##Global Restricted Share Unit Award Agreement under the 2012 Long-Term Incentive Plan \u2014 Incorporated herein by reference to Exhibit 10.2 of the Registrant\u2019s Form 10-Q Quarterly Report for the quarter ended April 1, 2018.* 10(g)##Global Performance Share Unit Award Agreement under the 2012 Long-Term Incentive Plan \u2014 Incorporated herein by reference to Exhibit 10.3 of the Registrant\u2019s Form 10-Q Quarterly Report for the quarter ended April 1, 2018.* 10(h)##Global Restricted Share Unit Award Agreement granted to John Reed on May 1, 2023 under the 2022 Long-Term Incentive Plan \u2014 Filed with this document.* 10(i)##Domestic Deferred Compensation (Certificate of Extra Compensation) Plan \u2014 Incorporated herein by reference to Exhibit 10(g) of the Registrant\u2019s Form 10-K Annual Report for the year ended December 28, 2003.* 10(j)##Amendments to the Certificate of Extra Compensation Plan effective as of January 1, 2009 \u2014 Incorporated herein by reference to Exhibit 10(j) of the Registrant\u2019s Form 10-K Annual Report for the year ended December 28, 2008.* 10(k)##2009 Certificates of Long-Term Performance Plan \u2014 Incorporated herein by reference to Exhibit 10.1 of the Registrant\u2019s Form 10-Q Quarterly Report for the quarter ended September 27, 2009.* 10(l)##Amended and Restated Deferred Fee Plan for Directors (Amended as of January 17, 2012) \u2014 Incorporated herein by reference to Exhibit 10(k) of the Registrant's Form 10-K Annual Report for the fiscal year ended January 1, 2012.* Reg. S-K## Exhibit Table##Description"}
-{"_id": "JNJ20232315", "title": "JNJ Exhibit", "text": " 10(m)##The Johnson & Johnson Executive Income Deferral Plan Amended and Restated Effective January 1, 2010 \u2014 Incorporated herein by reference to Exhibit 10.1 of the Registrant\u2019s Form 10-Q Quarterly Report for the quarter ended September 30, 2012.* 10(n)##The Johnson & Johnson Excess Savings Plan (amended and restated as of January 1, 2022) \u2014 Incorporated herein by reference to Exhibit 10(l) of the Registrant\u2019s Form 10-K Annual Report for the fiscal year ended January 1, 2023.* 10(o)##Excess Benefit Plan of Johnson & Johnson and Affiliated Companies (amended and restated as of January 1, 2020) \u2014 incorporated by reference to Exhibit 10(n) of the Registrant\u2019s Form 10-K Annual Report for the fiscal year ended January 3, 2021.* 10(p)**##Executive Life Plan Agreement \u2014 Incorporated herein by reference to Exhibit 10(i) of the Registrant\u2019s Form 10-K Annual Report for the fiscal year ended January 3, 1993.* 10(q)##Executive Life Plan Agreement Closure Letter \u2014 Incorporated herein by reference to Exhibit 10.1 of the Registrant\u2019s Form 10-Q Quarterly Report for the quarter ended March 29, 2015.* 10(r)##2022 Long-Term Incentive Plan \u2014 Incorporated by reference to Appendix A of the Registrant\u2019s Proxy Statement filed on March 16, 2022.* 10(s)##Severance Pay Plan of Johnson & Johnson and U.S. Affiliated Companies, Amended and Restated as of October 1, 2014 \u2014 Incorporated herein by reference to Exhibit 10.1 of the Registrant's Form 10-Q Quarterly Report for the quarter ended September 28, 2014.* 10(t)##First Amendment to the Severance Pay Plan of Johnson & Johnson and U.S. Affiliated Companies (as amended and restated effective October 1, 2014) \u2014 Incorporated herein by reference to Exhibit 10.1 of the Registrant's Form 10-Q Quarterly Report for the quarter ended June 28, 2015.* 10(u)##Second Amendment to the Severance Pay Plan of Johnson & Johnson and U.S. Affiliated Companies (as amended and restated effective October 1, 2014) \u2014 Incorporated herein by reference to Exhibit 10(x) of the Registrant's Form 10-K Annual Report for the fiscal year ended January 3, 2016.* 10(v)##Contingent Value Rights Agreement, dated as of December 22, 2022, by and between Johnson & Johnson and American Stock Transfer & Trust Company, LLC \u2013 Incorporated herein by reference to Exhibit 10.1 of the Registrant\u2019s Form 8-K Current Report filed December 22, 2022.\u2020 10(w)##Separation Agreement, dated as of May 3, 2023, by and between Johnson & Johnson and Kenvue Inc. 10(x)##Tax Matters Agreement, dated as of May 3, 2023, by and between Johnson & Johnson and Kenvue Inc. 10(y)##Employee Matters Agreement, dated as of May 3, 2023, by and between Johnson & Johnson and Kenvue Inc. 10(z)##Intellectual Property Agreement, dated as of May 3, 2023, by and between Johnson & Johnson and Kenvue Inc. 10(aa)##Trademark Phase-Out License Agreement, dated as of April 3, 2023, by and between Johnson & Johnson and Johnson & Johnson Consumer Inc. 10(ab)##Transition Services Agreement, dated as of May 3, 2023, by and between Johnson & Johnson and Kenvue Inc. 10(ac)##Transition Manufacturing Agreement, dated as of May 3, 2023, by and between Johnson & Johnson and Kenvue Inc. 10(ad)##Registration Rights Agreement, dated as of May 3, 2023, by and between Johnson & Johnson and Kenvue Inc. 10(ae)##Johnson & Johnson Deferred Compensation Plan* 10(af)##Global Performance Share Unit Award Agreement*"}
-{"_id": "JNJ20232318", "title": "JNJ 2023 Annual Report 119", "text": " Reg. S-K## Exhibit Table##Description"}
-{"_id": "JNJ20232339", "title": "JNJ Exhibit", "text": " 10(ag)##Global Restricted Share Unit Award Agreement* 10(ah)##Global Nonqualified Stock Option Award Agreement* 10(ai)##Amendment One to the Johnson & Johnson Excess Savings Plan (amended and restated effective as of January 1, 2022) \u2014 Incorporated herein by reference to Exhibit 10.1 of the Registrant\u2019s Form 10-Q Quarterly Report for the quarter ended October 1, 2023.* 10(aj)##Johnson & Johnson Executive Incentive Plan (Amended as of September 7, 2023) \u2014 Incorporated herein by reference to Exhibit 10.2 of the Registrant\u2019s Form 10-Q Quarterly Report for the quarter ended October 1, 2023.* 19##Johnson & Johnson Stock Trading Policy for Directors, Executive Officers and Insiders (Amended as of April 27, 2023) \u2014 Filed with this document. 21##Subsidiaries \u2014 Filed with this document. 23##Consent of Independent Registered Public Accounting Firm \u2014 Filed with this document. 31.1##Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act \u2014 Filed with this document. 31.2##Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act \u2014 Filed with this document. 32.1##Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act \u2014 Furnished with this document. 32.2##Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act \u2014 Furnished with this document. 97##Johnson & Johnson Clawback Policy (effective as of August 8, 2023) \u2014 Filed with this document. Exhibit 101:## EX-101.INS##Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document EX-101.SCH##Inline XBRL Taxonomy Extension Schema EX-101.CAL##Inline XBRL Taxonomy Extension Calculation Linkbase EX-101.LAB##Inline XBRL Taxonomy Extension Label Linkbase EX-101.PRE##Inline XBRL Taxonomy Extension Presentation Linkbase EX-101.DEF##Inline XBRL Taxonomy Extension Definition Document Exhibit 104:##Cover Page Interactive Data File\u2013\u2013the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document."}
-{"_id": "JNJ20232340", "title": "JNJ Exhibit", "text": "* Management contract or compensatory plan."}
-{"_id": "JNJ20232341", "title": "JNJ Exhibit", "text": "** Paper filing."}
-{"_id": "JNJ20232342", "title": "JNJ Exhibit", "text": "\u2020 Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2)(ii) or 601(b)(10)(iv) of Regulation S-K, as applicable."}
-{"_id": "JPM20230005", "title": "JPM Overview", "text": "JPMorgan Chase & Co. (\u201cJPMorgan Chase\u201d or the \u201cFirm\u201d, NYSE: JPM), a financial holding company incorporated under Delaware law in 1968, is a leading financial services firm based in the United States of America (\u201cU.S.\u201d), with operations worldwide. JPMorgan Chase had $3.9 trillion in assets and $327.9 billion in stockholders\u2019 equity as of December 31, 2023. The Firm is a leader in investment banking, financial services for consumers and small businesses, commercial banking, financial transaction processing and asset management. Under the J.P. Morgan and Chase brands, the Firm serves millions of customers, predominantly in the U.S., and many of the world\u2019s most prominent corporate, institutional and government clients globally."}
-{"_id": "JPM20230006", "title": "JPM Overview", "text": "JPMorgan Chase\u2019s principal bank subsidiary is JPMorgan Chase Bank, National Association (\u201cJPMorgan Chase Bank, N.A.\u201d), a national banking association with U.S. branches in 48 states and Washington, D.C. JPMorgan Chase\u2019s principal non-bank subsidiary is J.P. Morgan Securities LLC (\u201cJ.P. Morgan Securities\u201d), a U.S. broker-dealer. The bank and non-bank subsidiaries of JPMorgan Chase operate nationally as well as through overseas branches and subsidiaries, representative offices and subsidiary foreign banks. The Firm\u2019s principal operating subsidiaries outside the U.S. are J.P. Morgan Securities plc and J.P. Morgan SE (\u201cJPMSE\u201d), which are subsidiaries of JPMorgan Chase Bank, N.A. and are based in the United Kingdom (\u201cU.K.\u201d) and Germany, respectively."}
-{"_id": "JPM20230007", "title": "JPM Overview", "text": "The Firm\u2019s website is www.jpmorganchase.com. JPMorgan Chase makes available on its website, free of charge, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after it electronically files or furnishes such material to the U.S. Securities and Exchange Commission (the \u201cSEC\u201d) at www.sec.gov. JPMorgan Chase makes new and important information about the Firm available on its website at https://www.jpmorganchase.com, including on the Investor Relations section of its website at https://www.jpmorganchase.com/ir. Information on the Firm's website, including documents on the website that are referenced in this Form 10-K, is not incorporated by reference into this Annual Report on Form 10-K for the year ended December 31, 2023 (\u201c2023 Form 10-K\u201d or \u201cForm 10-K\u201d) or the Firm\u2019s other filings with the SEC. The Firm has adopted, and posted on its website, a Code of Conduct for all employees of the Firm and a Code of Ethics for its Chairman and Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and all other professionals of the Firm worldwide serving in a finance, accounting, treasury, tax or investor relations role. The Code of Ethics is also available in print upon request to the Firm\u2019s Investor Relations team. Within the time period required by the SEC, JPMorgan Chase will post on its website any amendment to the Code of Ethics and any waiver applicable to a director or executive officer."}
-{"_id": "JPM20230009", "title": "JPM Business segments", "text": "For management reporting purposes, JPMorgan Chase\u2019s activities are organized into four major reportable business segments, as well as a Corporate segment. The Firm\u2019s consumer business is the Consumer & Community Banking (\u201cCCB\u201d) segment. The Firm\u2019s wholesale businesses are the Corporate & Investment Bank (\u201cCIB\u201d), Commercial Banking (\u201cCB\u201d), and Asset & Wealth Management (\u201cAWM\u201d) segments."}
-{"_id": "JPM20230010", "title": "JPM Business segments", "text": "A description of the Firm\u2019s business segments and the products and services they provide to their respective client bases is provided in the \u201cBusiness segment results\u201d section of Management\u2019s discussion and analysis of financial condition and results of operations (\u201cManagement\u2019s discussion and analysis\u201d or \u201cMD&A\u201d), beginning on page 48 and in Note 32. On May 1, 2023, JPMorgan Chase acquired certain assets and assumed certain liabilities of First Republic Bank (the \u201cFirst Republic acquisition\u201d) from the Federal Deposit Insurance Corporation (\u201cFDIC\u201d). Refer to Note 34 for additional information."}
-{"_id": "JPM20230013", "title": "JPM Competition", "text": "JPMorgan Chase and its subsidiaries and affiliates operate in highly competitive environments. Competitors include other banks, brokerage firms, investment banking companies, merchant banks, hedge funds, commodity trading companies, private equity firms, insurance companies, mutual fund companies, investment managers, credit card companies, mortgage banking companies, trust companies, securities processing companies, automobile financing companies, leasing companies, e-commerce and other internet-based companies, financial technology companies, and other companies engaged in providing similar as well as new products and services. The Firm\u2019s businesses generally compete on the basis of the quality and variety of the Firm\u2019s products and services, transaction execution, innovation, reputation and price. Competition also varies based on the types of clients, customers, industries and geographies served. With respect to some of its geographies and products, JPMorgan Chase competes globally; with respect to others, the Firm competes on a national or regional basis. New competitors in the financial services industry continue to emerge, including firms that offer products and services solely through the internet and non-financial companies that offer products and services that disintermediate traditional banking products and services offered by financial services firms such as JPMorgan Chase."}
-{"_id": "JPM20230016", "title": "JPM Human capital", "text": "JPMorgan Chase believes that its long-term growth and success depend on its ability to attract, develop and retain a high-performing and diverse workforce, with inclusion and accessibility as key components of the way the Firm does business. The information provided below relates to JPMorgan Chase\u2019s full-time and part-time employees and does not include the Firm\u2019s contractors."}
-{"_id": "JPM20230026", "title": "JPM Global workforce", "text": "As of December 31, 2023, JPMorgan Chase had 309,926 employees globally, an increase of 16,203 employees from the prior year. The increase was primarily attributable to growth in front office, operations and technology, as well as the impact of the First Republic acquisition. The Firm\u2019s employees are located in 65 countries, with 60% of the Firm\u2019s employees located in the U.S. The following table presents the distribution of the Firm\u2019s global workforce by region and by line of business (\u201cLOB\u201d) and Corporate as of December 31, 2023: ##Employee Breakdown by Region######Employee Breakdown by LOB and Corporate## Region####Employees##LOB####Employees North America##186,751####CCB##141,640## Asia-Pacific##88,406####CIB##74,404## Europe/Middle East/Africa##29,583####CB##17,867## Latin America/Caribbean##5,186####AWM##28,485## Total Firm##309,926####Corporate##47,530## ######Total Firm##309,926##"}
-{"_id": "JPM20230041", "title": "JPM Diversity, equity and inclusion", "text": "The following table presents information based on voluntary self-identifications by the Firm\u2019s employees and members of the Board of Directors, as of December 31, 2023. Information on race/ethnicity of employees is categorized based on Equal Employment Opportunity (\u201cEEO\u201d) classifications and is presented for U.S. employees who self-identified, and information on gender is presented for global employees who self-identified. Information on race/ethnicity and gender for members of the Operating Committee and the Board of Directors reflects all such members. Information on LGBTQ+ and veteran statuses is based on all U.S. employees, and all members of the Operating Committee and the Board of Directors. Information on disability status is based on all U.S. employees and all members of the Operating Committee. December 31, 2023##Total employees####Senior level employees(e)####Operating Committee####Board of Directors(f)#### Race/Ethnicity(a):################## White##43##%##75##%##88##%##82##%## Hispanic##21##%##6##%##6##%##\u2014#### Asian##19##%##13##%##6##%##\u2014#### Black##14##%##5##%##\u2014####18##%## Other(b)##3##%##1##%##\u2014####\u2014#### Gender(c):################## Men##51##%##72##%##59##%##55##%## Women##49##%##28##%##41##%##45##%## LGBTQ+(d)##4##%##3##%##6##%##\u2014#### Military veterans(d)##3##%##2##%##\u2014####9##%## People with disabilities(d)##4##%##3##%##\u2014####\u2014####(g)"}
-{"_id": "JPM20230042", "title": "JPM Diversity, equity and inclusion", "text": "(a)Based on EEO metrics. Presented as a percentage of the respective populations who self-identified race/ethnicity, which was 96% and 94% of the Firm\u2019s total U.S.-based employees and U.S.-based senior level employees, respectively, and all members of the Operating Committee and the Board of Directors. Information for the Operating Committee includes one member who is based outside of the U.S."}
-{"_id": "JPM20230043", "title": "JPM Diversity, equity and inclusion", "text": "(b)Other includes American Indian or Alaskan Native, Native Hawaiian or Other Pacific Islander, and two or more races/ethnicities."}
-{"_id": "JPM20230044", "title": "JPM Diversity, equity and inclusion", "text": "(c)Presented as a percentage of the respective populations who self-identified gender, which was 98% of the Firm\u2019s total global employees and 99% of the Firm\u2019s global senior level employees, and all members of the Operating Committee and the Board of Directors."}
-{"_id": "JPM20230045", "title": "JPM Diversity, equity and inclusion", "text": "(d)Presented as a percentage of total U.S.-based employees, total U.S.-based senior level employees, all members of the Operating Committee, and all members of the Board of Directors, respectively."}
-{"_id": "JPM20230046", "title": "JPM Diversity, equity and inclusion", "text": "(e)Senior level employees represents employees with the titles of Managing Director and above."}
-{"_id": "JPM20230047", "title": "JPM Diversity, equity and inclusion", "text": "(f)Excludes Mark A. Weinberger, who was elected to the Firm\u2019s Board of Directors, effective January 16, 2024."}
-{"_id": "JPM20230049", "title": "JPM Diversity, equity and inclusion", "text": "(g)The Firm did not request members of the Board of Directors to self-identify disability status."}
-{"_id": "JPM20230051", "title": "JPM Firm culture", "text": "The foundations of JPMorgan Chase\u2019s culture are its purpose, values and \u201cBusiness Principles.\u201d The \u201cBusiness Principles\u201d are guiding principles established by the Firm, which it believes are fundamental to the Firm\u2019s success, and are represented by four central corporate tenets: exceptional client service; operational excellence; a commitment to integrity, fairness and responsibility; and cultivation of a great team and winning culture. The Firm maintains its focus on its culture of inclusion and respect, which is reinforced by its Code of Conduct and by increasing employee awareness, education, communication and training. An important part of these efforts includes the Firm\u2019s Business Resource Groups, which are groups of employees who support JPMorgan Chase\u2019s diversity, equity and inclusion strategies by leveraging the unique perspectives of their members. The Firm has global Diversity, Equity & Inclusion centers of excellence that lead the Firm\u2019s strategy in supporting its commitments to create more equity and lasting impact in communities, and strengthen its inclusive culture."}
-{"_id": "JPM20230053", "title": "JPM Attracting and retaining employees", "text": "The goal of JPMorgan Chase\u2019s recruitment efforts is to attract and hire talented individuals in all roles and at all career levels. The Firm strives to provide both external candidates and internal employees who are seeking a different role with challenging and stimulating career opportunities. These opportunities range from internship training programs for students to entry-level, management and executive careers. During 2023, approximately 60% of the Firm\u2019s employment opportunities were filled by external candidates, with the remainder filled by existing employees. In addition, depending on business needs, and where appropriate, the Firm continues to employ hybrid work models which include a mix of on-site and remote work for certain roles."}
-{"_id": "JPM20230054", "title": "JPM Attracting and retaining employees", "text": "Attracting talent with diverse backgrounds and perspectives is an important area of focus throughout the Firm\u2019s recruitment process. JPMorgan Chase sources talent by engaging in efforts aimed at building and fostering an inclusive work environment. The Firm\u2019s global Diversity, Equity & Inclusion centers of excellence support its diversity, equity and inclusion strategies through initiatives such as career coaching and mentorship."}
-{"_id": "JPM20230055", "title": "JPM Attracting and retaining employees", "text": "JPMorgan Chase offers a competitive fellowship program that seeks to attract accomplished individuals who have taken a career break and wish to return to the workforce. In addition, and where appropriate, the Firm\u2019s hiring practices focus on the skills of a job candidate rather than degrees held."}
-{"_id": "JPM20230057", "title": "JPM Developing employees", "text": "JPMorgan Chase supports the professional development and career growth of its employees. An onboarding training curriculum is required for new hires which covers, among other topics, compliance with the Firm\u2019s Code of Conduct and information concerning Firm policies and standards, including those relating to cybersecurity. In addition, the Firm offers extensive training programs and educational resources to all employees covering a broad variety of topics such as leadership, change management, analytical thinking, culture and conduct, diversity, equity and inclusion, and risk and controls. Leadership Edge, the Firm\u2019s global leadership and management development center of excellence, is focused on creating one Firmwide leadership culture."}
-{"_id": "JPM20230059", "title": "JPM Compensation and benefits", "text": "The Firm provides market-competitive compensation and benefits programs. JPMorgan Chase\u2019s compensation philosophy includes guiding principles that drive compensation-related decisions across the Firm, and includes: pay-for-performance practices designed to attract and retain top talent; responsiveness and alignment with shareholder interests; and reinforcement of the Firm\u2019s culture and Business Principles. The Firm follows a disciplined and balanced compensation framework, including the integration of risk, controls and conduct considerations. The Firm\u2019s compensation review processes seek to ensure that the Firm\u2019s employees are paid equitably and competitively for the work they do."}
-{"_id": "JPM20230061", "title": "JPM Compensation and benefits", "text": "JPMorgan Chase offers extensive benefits and wellness packages to support employees and their families, which vary depending on location and include healthcare coverage, retirement benefits, life and disability insurance, access to on-site health and wellness centers, counseling and resources related to mental health, competitive vacation and leave policies, child care access and support, tuition reimbursement programs, and financial coaching. In 2023, the Firm further enhanced its health and wellness benefits for U.S. employees, including updates to the U.S. medical plan, as well as expedited access to an expanded network of professionals for free mental health counseling and coaching."}
-{"_id": "JPM20230064", "title": "JPM Supervision and regulation", "text": "The Firm is subject to extensive and comprehensive regulation under U.S. federal and state laws, as well as the applicable laws of the jurisdictions outside the U.S. in which the Firm does business."}
-{"_id": "JPM20230065", "title": "JPM Supervision and regulation", "text": "Financial holding company:"}
-{"_id": "JPM20230066", "title": "JPM Supervision and regulation", "text": "Consolidated supervision. JPMorgan Chase & Co. is a bank holding company (\u201cBHC\u201d) and a financial holding company (\u201cFHC\u201d) under U.S. federal law, and is subject to comprehensive consolidated supervision, regulation and examination by the Board of Governors of the Federal Reserve System (the \u201cFederal Reserve\u201d). The Federal Reserve acts as the supervisor of the consolidated operations of BHCs. Certain of JPMorgan Chase\u2019s subsidiaries are also regulated directly by additional authorities based on the activities or licenses of those subsidiaries."}
-{"_id": "JPM20230067", "title": "JPM Supervision and regulation", "text": "JPMorgan Chase\u2019s national bank subsidiary, JPMorgan Chase Bank, N.A., is supervised and regulated by the Office of the Comptroller of the Currency (\u201cOCC\u201d) and, with respect to certain matters, by the Federal Deposit Insurance Corporation (the \u201cFDIC\u201d)."}
-{"_id": "JPM20230068", "title": "JPM Supervision and regulation", "text": "JPMorgan Chase\u2019s U.S. broker-dealers are supervised and regulated by the Securities and Exchange Commission (\u201cSEC\u201d) and the Financial Industry Regulatory Authority (\u201cFINRA\u201d). Subsidiaries of the Firm that engage in certain futures-related and swaps-related activities are supervised and regulated by the Commodity Futures Trading Commission (\u201cCFTC\u201d). J.P. Morgan Securities plc holds a banking license in the U.K. and is regulated by the U.K. Prudential Regulation Authority (the \u201cPRA\u201d) and the U.K. Financial Conduct Authority (\u201cFCA\u201d)."}
-{"_id": "JPM20230069", "title": "JPM Supervision and regulation", "text": "JPMSE is a Germany-based credit institution regulated by the European Central Bank (\u201cECB\u201d) as well as the local regulators in each of the countries in which it operates. The Firm\u2019s other non-U.S. subsidiaries are regulated by the banking, securities, prudential, payments and conduct regulatory authorities, as applicable, in the countries in which they operate."}
-{"_id": "JPM20230070", "title": "JPM Supervision and regulation", "text": "Permissible business activities. The Bank Holding Company Act restricts BHCs from engaging in business activities other than the business of banking and certain closely-related activities. FHCs are permitted to engage in a broader range of financial activities. The Federal Reserve has the authority to limit an FHC\u2019s ability to conduct otherwise permissible activities if the FHC or any of its depository institution subsidiaries ceases to meet applicable eligibility requirements. The Federal Reserve may also impose corrective capital and/or managerial requirements on the FHC, and if deficiencies are persistent, may require divestiture of the FHC\u2019s depository institutions. If any depository institution controlled by an FHC fails to maintain a satisfactory rating under the Community Reinvestment Act, the Federal Reserve must prohibit the FHC and its subsidiaries from engaging in any new activities other than"}
-{"_id": "JPM20230071", "title": "JPM Supervision and regulation", "text": "those permissible for BHCs, or acquiring a company engaged in such activities."}
-{"_id": "JPM20230072", "title": "JPM Supervision and regulation", "text": "Capital and liquidity requirements. The Federal Reserve establishes capital, liquidity and leverage requirements for JPMorgan Chase that are generally consistent with the international Basel III capital and liquidity framework and evaluates the Firm\u2019s compliance with those requirements. The OCC establishes similar requirements for JPMorgan Chase Bank, N.A. Certain of the Firm\u2019s non-U.S. subsidiaries and branches are also subject to local capital and liquidity requirements."}
-{"_id": "JPM20230073", "title": "JPM Supervision and regulation", "text": "Banking supervisors globally continue to refine and enhance the Basel III capital framework for financial institutions. In July 2023, U.S. banking regulators released a proposal to amend the U.S. risk-based capital framework to incorporate certain elements of the revised international Basel III capital framework. The proposal would significantly revise risk-based capital requirements for banks with assets of $100 billion or more, including the Firm and other U.S. global systemically important banks (\"GSIBs\"). The proposed effective date is July 1, 2025 with a three-year transition period."}
-{"_id": "JPM20230074", "title": "JPM Supervision and regulation", "text": "In addition to the release of the U.S. proposal, the EU and U.K. regulators have also largely finalized the rules implementing their Basel III frameworks. The proposed effective dates are January 1, 2025, in the EU and July 1, 2025, in the U.K., with certain transitional arrangements applicable until 2030 and 2032, respectively."}
-{"_id": "JPM20230075", "title": "JPM Supervision and regulation", "text": "Stress tests. As a large BHC, JPMorgan Chase is subject to supervisory stress testing administered by the Federal Reserve as part of the Federal Reserve\u2019s annual Comprehensive Capital Analysis and Review (\u201cCCAR\u201d) framework. The Firm must conduct annual company-run stress tests and must also submit an annual capital plan to the Federal Reserve, taking into account the results of separate stress tests designed by each of the Firm and the Federal Reserve. The Federal Reserve uses the results under the severely adverse scenario from its supervisory stress test to determine the Firm\u2019s Stress Capital Buffer (\u201cSCB\u201d) requirement for the coming year, which forms part of the Firm\u2019s applicable capital buffers. The Firm is required to file its annual CCAR submission on April 5, 2024. The Federal Reserve will notify the Firm of its indicative SCB requirement by June 30, 2024 and final SCB requirement by August 31, 2024. The Firm\u2019s final SCB requirement will become effective on October 1, 2024. The OCC requires JPMorgan Chase Bank, N.A. to perform separate, similar stress tests annually. The Firm publishes each year the results of the annual stress tests for the Firm and JPMorgan Chase Bank, N.A. under the supervisory \u201cseverely adverse\u201d scenarios provided by the Federal Reserve and the OCC."}
-{"_id": "JPM20230077", "title": "JPM Supervision and regulation", "text": "Refer to Capital Risk Management on pages 91-101 and Liquidity Risk Management on pages 102\u2013109 for more information."}
-{"_id": "JPM20230078", "title": "JPM Supervision and regulation", "text": "Enhanced prudential standards. As part of its mandate to identify and monitor risks to the financial stability of the U.S. posed by large banking organizations, the Financial Stability Oversight Council (\u201cFSOC\u201d) recommends prudential standards and reporting requirements to the Federal Reserve for systemically important financial institutions (\u201cSIFIs\u201d), such as JPMorgan Chase. The Federal Reserve has adopted several rules to implement those heightened prudential standards, including rules relating to risk management and corporate governance of subject BHCs. JPMorgan Chase is required under these rules to comply with enhanced liquidity and overall risk management standards, including oversight by the board of directors of risk management activities."}
-{"_id": "JPM20230079", "title": "JPM Supervision and regulation", "text": "Resolution and recovery. The Firm is required to maintain a comprehensive recovery plan, which is updated annually and which summarizes the actions that it would take to remain well-capitalized and well-funded in order to avoid failure in the case of an adverse event. In addition, JPMorgan Chase Bank, N.A. is required to prepare and submit a recovery plan as directed by the OCC. Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the \u201cDodd-Frank Act\u201d), the Firm is required to submit periodically to the Federal Reserve and the FDIC a plan for resolution (a \u201cresolution plan\u201d) under the Bankruptcy Code in the event of material distress or failure. Under rules adopted by the FDIC and the Federal Reserve, the Firm\u2019s resolution plan submissions under the Dodd-Frank Act alternate between \u201ctargeted\u201d and \u201cfull\u201d plans. The Firm\u2019s most recent \u201cfull\u201d resolution plan was filed on June 30, 2023, and the Firm's next \"targeted\" resolution plan is due to be filed on or before July 1, 2025. JPMorgan Chase Bank, N.A. is also required to prepare and submit a separate resolution plan pursuant to a separate FDIC regulation that requires FDIC-insured depository institutions over a certain asset threshold to prepare a resolution plan to facilitate their resolution by the FDIC under the Federal Deposit Insurance Act (the \u201cIDI Resolution Rule\u201d). JPMorgan Chase Bank, N.A. most recently filed a resolution plan pursuant to the IDI Resolution Rule on December 1, 2023."}
-{"_id": "JPM20230080", "title": "JPM Supervision and regulation", "text": "In August 2023, the FDIC released a proposal to revise the IDI Resolution Rule. For FDIC-insured depository institutions with $100 billion or more in total assets, such as JPMorgan Chase Bank, N.A., the proposal would revise the content requirements for resolution plan submissions, increase the frequency of resolution plan submissions to every two years (instead of the current three-year cycle) and require the filing of interim supplements in non-submission years. The proposal would also enhance how the FDIC assesses the credibility of resolution plan submissions, expand the FDIC\u2019s expectations regarding bank engagement with FDIC staff and capabilities testing, and outline expectations regarding the FDIC\u2019s review and enforcement of compliance with the IDI Rule."}
-{"_id": "JPM20230081", "title": "JPM Supervision and regulation", "text": "Certain of the Firm\u2019s non-U.S. subsidiaries and branches are also subject to local resolution and recovery planning requirements."}
-{"_id": "JPM20230082", "title": "JPM Supervision and regulation", "text": "Orderly liquidation authority. Certain financial companies, including JPMorgan Chase and certain of its subsidiaries, can also be subjected to resolution under the \u201corderly liquidation authority\u201d rather than under the Bankruptcy Code. In order to invoke the orderly liquidation authority, the U.S. Treasury Secretary, in consultation with the President of the United States, must first make certain determinations concerning extraordinary financial distress and systemic risk, and action must be recommended by the FDIC and the Federal Reserve. Absent such actions, the Firm, as a BHC, would remain subject to resolution under the Bankruptcy Code. The FDIC has issued a draft policy statement describing its \u201csingle point of entry\u201d strategy for resolution of SIFIs under the orderly liquidation authority, which seeks to keep operating subsidiaries of a BHC open and impose losses on shareholders and creditors of the BHC in receivership according to their statutory order of priority."}
-{"_id": "JPM20230083", "title": "JPM Supervision and regulation", "text": "Holding company as a source of strength. JPMorgan Chase & Co. is required to serve as a source of financial strength for its depository institution subsidiaries and to commit resources to support those subsidiaries, including when directed to do so by the Federal Reserve."}
-{"_id": "JPM20230084", "title": "JPM Supervision and regulation", "text": "Regulation of acquisitions. Acquisitions by BHCs and their banks are subject to requirements, limitations and prohibitions established by law and by the Federal Reserve and the OCC. For example, FHCs and BHCs are required to obtain the approval of the Federal Reserve before they acquire more than 5% of the voting shares of an unaffiliated bank. In addition, acquisitions by financial companies are generally prohibited if, as a result of the acquisition, the total liabilities of the financial company would exceed 10% of the total liabilities of all financial companies, as determined under Federal Reserve regulations. Furthermore, for certain acquisitions, the Firm must provide written notice to the Federal Reserve prior to acquiring direct or indirect ownership or control of any voting shares of any company with over $10 billion in assets that is engaged in activities that are \u201cfinancial in nature.\u201d Moreover, while FHCs may engage in a broader range of activities (including acquisitions) than BHCs, the Federal Reserve has the authority to limit an FHC\u2019s ability to conduct otherwise permissible acquisitions if the FHC or any of its depository institution subsidiaries ceases to meet applicable eligibility requirements."}
-{"_id": "JPM20230085", "title": "JPM Supervision and regulation", "text": "Ongoing obligations. The Firm is subject to a Deferred Prosecution Agreement entered into with the Department of Justice on September 29, 2020, relating to precious metals and U.S. Treasuries markets investigations, as well as a cooperation obligation under a related order issued by the CFTC."}
-{"_id": "JPM20230086", "title": "JPM Supervision and regulation", "text": "Subsidiary banks:"}
-{"_id": "JPM20230088", "title": "JPM Supervision and regulation", "text": "The activities of JPMorgan Chase Bank, N.A., the Firm\u2019s principal subsidiary bank, are limited to those specifically authorized under the National Bank Act and related interpretations of the OCC. The OCC has authority to bring an enforcement action against JPMorgan Chase Bank, N.A."}
-{"_id": "JPM20230090", "title": "JPM Part I", "text": "for unsafe or unsound banking practices, which could include limiting JPMorgan Chase Bank, N.A.\u2019s ability to conduct otherwise permissible activities, or imposing corrective capital or managerial requirements on the bank."}
-{"_id": "JPM20230091", "title": "JPM Part I", "text": "FDIC deposit insurance. The FDIC deposit insurance fund provides insurance coverage for certain deposits and is funded through assessments on banks, including JPMorgan Chase Bank, N.A. The FDIC is required to maintain a minimum reserve ratio, which measures the balance of reserves in the deposit insurance fund against an estimate of FDIC-insured deposits, of 1.35%. The reserve ratio is currently below the statutory minimum and, in October 2022, the FDIC adopted a final rule to raise bank assessments and accelerate the time by which the reserve ratio would meet the statutory minimum. As a result, the FDIC has adopted a restoration plan to bring the reserve ratio up to the required 1.35% by September 30, 2028, with a longer-term target of maintaining a reserve ratio of 2%."}
-{"_id": "JPM20230092", "title": "JPM Part I", "text": "FDIC powers upon a bank insolvency. Upon any insolvency of JPMorgan Chase Bank, N.A., the FDIC could be appointed as conservator or receiver under the Federal Deposit Insurance Act. The FDIC has broad powers to transfer assets and liabilities without the approval of the institution\u2019s creditors."}
-{"_id": "JPM20230093", "title": "JPM Part I", "text": "Prompt corrective action. The Federal Deposit Insurance Corporation Improvement Act of 1991 requires the relevant federal banking regulator to take \u201cprompt corrective action\u201d with respect to a depository institution if that institution does not meet certain capital adequacy standards. The Federal Reserve is also authorized to take appropriate action against the parent BHC, such as JPMorgan Chase & Co., based on the undercapitalized status of any bank subsidiary. In certain instances, the BHC would be required to guarantee the performance of the capital restoration plan for its undercapitalized subsidiary."}
-{"_id": "JPM20230094", "title": "JPM Part I", "text": "Heightened Supervisory Standards. In the U.S., the OCC has established guidelines setting forth heightened standards for large banks, including minimum standards for the design and implementation of a risk governance framework for banks. Under these standards, a bank\u2019s risk governance framework must ensure that the bank\u2019s risk profile is easily distinguished and separate from that of its parent BHC for risk management purposes. The bank\u2019s board or risk committee is responsible for approving the bank\u2019s risk governance framework, providing active oversight of the bank\u2019s risk-taking activities, and holding management accountable for adhering to the risk governance framework."}
-{"_id": "JPM20230095", "title": "JPM Part I", "text": "The Firm\u2019s banking entities in the EU and the U.K. are subject to supervisory expectations published by the ECB and the PRA, respectively, addressing bank strategy, governance and risk management in the areas of climate change, operational resilience, reliance on IT systems and third-party services, and resilience from macro-financial and geopolitical shocks. Further, the EU requires that certain non-EU banking groups operating in the EU establish"}
-{"_id": "JPM20230096", "title": "JPM Part I", "text": "an intermediate parent undertaking (\u201cIPU\u201d) located in the EU or, with ECB approval, two IPUs if a single IPU would conflict with \u201chome country\u201d bank separation rules or impede resolvability. The Firm was granted approval by the ECB in May 2023 to have two IPUs, which will hold the Firm\u2019s EU banks and broker-dealers."}
-{"_id": "JPM20230097", "title": "JPM Part I", "text": "Restrictions on transactions with affiliates. JPMorgan Chase Bank, N.A. and its subsidiaries are subject to restrictions imposed by federal law on extensions of credit to, investments in stock or securities of, and derivatives, securities lending and certain other transactions with, JPMorgan Chase & Co. and certain other affiliates. These restrictions prevent JPMorgan Chase & Co. and other affiliates from borrowing from JPMorgan Chase Bank, N.A. and its subsidiaries unless the loans are secured in specified amounts and comply with certain other requirements."}
-{"_id": "JPM20230098", "title": "JPM Part I", "text": "Dividend restrictions. Federal law imposes limitations on the payment of dividends by national banks, such as JPMorgan Chase Bank, N.A. Refer to Note 26 for the amount of dividends that JPMorgan Chase Bank, N.A. could pay, at January 1, 2024, to JPMorgan Chase without the approval of the banking regulators. The OCC and the Federal Reserve also have authority to prohibit or limit the payment of dividends of a bank subsidiary that they supervise if, in the banking regulator\u2019s opinion, payment of a dividend would constitute an unsafe or unsound practice in light of the financial condition of the bank."}
-{"_id": "JPM20230099", "title": "JPM Part I", "text": "Depositor preference. Under federal law, the claims of a receiver of an insured depositary institution (\u201cIDI\u201d) for administrative expense and the claims of holders of U.S. deposit liabilities (including the FDIC and deposits in non-U.S. branches that are dually payable in the U.S. and in a non-U.S. branch) have priority over the claims of other unsecured creditors of the institution, including depositors in non-U.S. branches and public noteholders."}
-{"_id": "JPM20230101", "title": "JPM Part I", "text": "Consumer supervision and regulation. JPMorgan Chase and JPMorgan Chase Bank, N.A. are subject to supervision and regulation in the U.S. by the Consumer Financial Protection Bureau (\u201cCFPB\u201d) with respect to federal consumer protection laws, including laws relating to fair lending and the prohibition of unfair, deceptive or abusive acts or practices in connection with the offer, sale or provision of consumer financial products and services. The CFPB also has jurisdiction over small business lending activities with respect to fair lending and the Equal Credit Opportunity Act. As part of its regulatory oversight, the CFPB has authority to take enforcement actions against firms that offer certain products and services to consumers using practices that are deemed to be unfair, deceptive or abusive. In February 2023, the CFPB proposed a rule that would significantly reduce and limit the late payment fees that credit card issuers, including the Firm, would be permitted to charge to customers. In January 2024, the CFPB proposed a rule that could significantly restrict bank overdraft fees for certain insured depository institutions, including the Firm. The proposal would impose certain requirements on overdraft"}
-{"_id": "JPM20230102", "title": "JPM Part I", "text": "protections, similar to those that apply to credit cards, unless the financial institution prices the overdraft fee at the institution\u2019s cost to provide the product or at a benchmark determined by the CFPB. In October 2023, the Federal Reserve Board proposed to lower the maximum interchange fee that large debit card issuers, including the Firm, would be permitted to receive for a debit card transaction. The proposal would also establish a process for automatically publishing an updated maximum fee amount every other year going forward. The Firm\u2019s consumer activities are also subject to regulation under state statutes which are enforced by the Attorney General or empowered agency of each state."}
-{"_id": "JPM20230103", "title": "JPM Part I", "text": "In the U.K., the Firm operates a retail bank through J.P. Morgan Europe Limited (\u201cJPMEL\u201d) and provides retail investment management services through Nutmeg Saving and Investment Limited (\u201cNutmeg\u201d). JPMEL is regulated by the PRA, and both JPMEL and Nutmeg are regulated by the FCA with respect to their conduct of financial services in the U.K., including obligations relating to the fair treatment of customers. JPMEL is also regulated by the U.K. Payment Systems Regulator with respect to its operation and use of payment systems. In addition, the retail businesses of JPMEL and Nutmeg are subject to U.K. consumer-protection legislation. The Consumer Duty in the U.K. became effective in July 2023 for U.K.-regulated financial service providers, and encompasses requirements on the types of products and services that should be offered to consumers, how to balance value and pricing for consumers as well as how to promote good consumer understanding and post-sale support to consumers."}
-{"_id": "JPM20230104", "title": "JPM Part I", "text": "Securities and broker-dealer regulation:"}
-{"_id": "JPM20230105", "title": "JPM Part I", "text": "The Firm conducts securities underwriting, dealing and brokerage activities in the U.S. through J.P. Morgan Securities LLC and other non-bank broker-dealer subsidiaries, all of which are subject to regulations of the SEC, FINRA and the New York Stock Exchange, among others. The Firm conducts similar securities activities outside the U.S. subject to local regulatory requirements. In the U.K., those activities are primarily conducted by J.P. Morgan Securities plc and in the EU, those activities are primarily conducted by JPMSE. Broker-dealers are subject to laws and regulations covering all aspects of the securities business, including sales and trading practices, securities offerings, publication of research reports, use of customer funds, the financing of client purchases, capital structure, record-keeping and retention, and the conduct of their directors, officers and employees. Refer to Broker-dealer regulatory capital on page 101 for information concerning the capital of J.P. Morgan Securities LLC and J.P. Morgan Securities plc. In addition, the Firm's sales and trading activities, which are conducted through both bank and non-bank subsidiaries, are subject to laws and regulations relating to market conduct, including prohibitions on manipulative or anti-competitive practices."}
-{"_id": "JPM20230106", "title": "JPM Part I", "text": "Investment management regulation:"}
-{"_id": "JPM20230107", "title": "JPM Part I", "text": "The Firm\u2019s asset and wealth management businesses are subject to significant regulation in jurisdictions around the world relating to, among other things, the safeguarding and management of client assets, offerings of funds and marketing activities. Certain of the Firm\u2019s subsidiaries are registered with, and subject to oversight by, the SEC as investment advisers and broker-dealers. The Firm\u2019s registered investment advisers in the U.S. are subject to the fiduciary and other obligations imposed under the Investment Advisers Act of 1940 and applicable state and federal law. The Firm\u2019s bank fiduciary activities are subject to supervision by the OCC."}
-{"_id": "JPM20230108", "title": "JPM Part I", "text": "The Firm\u2019s asset and wealth management businesses continue to be subject to ongoing rule-making and implementation of new regulations and other guidance, including by the SEC and certain U.S. states with respect to enhanced standards of conduct and conflicts of interest. In October 2023, the Department of Labor (\u201cDOL\u201d) proposed a new \u201cfiduciary\u201d rule that could significantly expand the scope for defining who can be deemed investment advice fiduciaries for purposes of retirement plans and individual retirement accounts (\u201cIRAs\u201d) under the Employee Retirement Income Security Act of 1974, as amended. Among the most significant impacts of the proposed rule and related amendments to prohibited transaction exemptions would be the impact on the fee and compensation practices at financial institutions that offer investment recommendations to retirement clients, including in the context of rollovers from an employer plan to an IRA."}
-{"_id": "JPM20230109", "title": "JPM Part I", "text": "Derivatives regulation:"}
-{"_id": "JPM20230111", "title": "JPM Part I", "text": "The Firm is subject to comprehensive regulation of its derivatives businesses. In the U.S., JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC and J.P. Morgan Securities plc are registered with the CFTC as \u201cswap dealers\u201d. In addition, JPMorgan Chase Bank, N.A. and J.P. Morgan Securities LLC are registered with the SEC as \u201csecurity-based swap dealers\u201d. As a result, these entities are subject to a comprehensive regulatory framework applicable to their swap or security-based swap activities, including capital requirements, rules requiring the collateralization of uncleared swaps and security-based swaps, rules regarding segregation of counterparty collateral, business conduct and documentation standards, rules requiring the central clearing of standardized over-the-counter (\u201cOTC\u201d) derivatives, requirements that certain standardized OTC swaps be traded on regulated trading venues, record-keeping and reporting obligations, and anti-fraud and anti-manipulation requirements. Similar requirements have also been established in the European Union (\u201cEU\u201d) under the European Market Infrastructure Regulation (\u201cEMIR\u201d) and the Markets in Financial Instruments Directive (\u201cMiFID II\u201d), as well as in the U.K. and other jurisdictions around the world."}
-{"_id": "JPM20230113", "title": "JPM Part I", "text": "J.P. Morgan Securities LLC is also registered with the CFTC as a futures commission merchant and is a member of the National Futures Association."}
-{"_id": "JPM20230114", "title": "JPM Part I", "text": "Data, privacy and cybersecurity regulation:"}
-{"_id": "JPM20230115", "title": "JPM Part I", "text": "The Firm and its subsidiaries are subject to laws, rules and regulations globally concerning data, including data protection, consumer protection, privacy, cybersecurity and related matters. These laws, rules and regulations are constantly evolving, subject to interpretation, remain a focus of regulators globally, may be enforced by private parties or government bodies, and continue to have a significant impact on all of the Firm\u2019s businesses and operations."}
-{"_id": "JPM20230116", "title": "JPM Part I", "text": "The Bank Secrecy Act and Economic Sanctions:"}
-{"_id": "JPM20230117", "title": "JPM Part I", "text": "The Bank Secrecy Act (\u201cBSA\u201d) requires all financial institutions, including banks and securities broker-dealers, to establish a risk-based system of internal controls reasonably designed to prevent money laundering and the financing of terrorism. The BSA includes a variety of record-keeping and reporting requirements, as well as due diligence/know-your-customer documentation requirements. The Firm is also subject to the regulations and economic sanctions programs administered and enforced by the U.S. Treasury\u2019s Office of Foreign Assets Control (\u201cOFAC\u201d) and EU and U.K. authorities which target entities or individuals that are, or are located in countries that are, involved in activities including terrorism, hostilities, embezzlement or human rights violations. The Firm is also subject to economic sanctions laws, rules and regulations in other jurisdictions in which it operates, including those that conflict with or prohibit a firm such as JPMorgan Chase from complying with certain laws, rules and regulations to which it is otherwise subject."}
-{"_id": "JPM20230118", "title": "JPM Part I", "text": "Anti-Corruption:"}
-{"_id": "JPM20230119", "title": "JPM Part I", "text": "The Firm is subject to laws and regulations relating to corrupt and illegal payments to government officials and others in the jurisdictions in which it operates, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act."}
-{"_id": "JPM20230120", "title": "JPM Part I", "text": "Compensation practices:"}
-{"_id": "JPM20230121", "title": "JPM Part I", "text": "The Firm\u2019s compensation practices are subject to oversight by the Federal Reserve, as well as other agencies. The Federal Reserve has jointly issued guidance with the FDIC and the OCC that is designed to ensure that incentive compensation paid by banking organizations does not encourage imprudent risk-taking that threatens the organizations\u2019 safety and soundness. The Financial Stability Board (\u201cFSB\u201d) has also established standards covering compensation principles for banks. The Firm\u2019s compensation practices are also subject to regulation and oversight by regulators in other jurisdictions, notably the Fifth Capital Requirements Directive (\u201cCRD V\u201d), as implemented in the EU and as largely adopted in the U.K, which includes compensation-related provisions. The European Banking Authority has instituted guidelines on compensation policies including under CRD V which in certain countries (such as Germany) are implemented or"}
-{"_id": "JPM20230122", "title": "JPM Part I", "text": "supplemented by local regulations or guidelines. The U.K. regulators have also instituted regulations and guidelines on compensation policies, which diverge in certain areas from EU rules. The Firm expects that the implementation of regulatory guidelines regarding compensation in the U.S. and other countries will continue to evolve, and may affect the manner in which the Firm structures its compensation programs and practices."}
-{"_id": "JPM20230123", "title": "JPM Part I", "text": "Sustainability:"}
-{"_id": "JPM20230125", "title": "JPM Part I", "text": "Policymakers in the U.K. and the EU have continued to implement and enhance sustainability-related initiatives and disclosure requirements. The Corporate Sustainability Reporting Directive (\u201cCSRD\u201d) will replace and significantly expand the scope and content of certain EU ESG reporting requirements, with phased-in requirements starting with fiscal years in 2024. In addition, in December 2023, the EU reached agreement on the Corporate Sustainability Due Diligence Directive (\u201cCSDDD\u201d). The CSDDD sets mandatory due diligence obligations for companies to address actual and potential human rights violations and environmental adverse impacts stemming from their own operations and business relationships, including the activities of certain companies with which they have established business relationships and also requires the adoption of company-specific climate-related transition plans. Both the CSRD and CSDDD will impact certain of the Firm\u2019s EU and non-EU entities."}
-{"_id": "JPM20230127", "title": "JPM Risk Factors", "text": "The following discussion sets forth the material risk factors that could affect JPMorgan Chase\u2019s financial condition and operations. Readers should not consider any descriptions of these factors to be a complete set of all potential risks that could affect the Firm. Any of the risk factors discussed below could by itself, or combined with other factors, materially and adversely affect JPMorgan Chase\u2019s business, results of operations, financial condition, capital position, liquidity, competitive position or reputation, including by materially increasing expenses or decreasing revenues, which could result in material losses or a decrease in earnings."}
-{"_id": "JPM20230140", "title": "JPM Summary", "text": "The principal risk factors that could adversely affect JPMorgan Chase\u2019s business, results of operations, financial condition, capital position, liquidity, competitive position or reputation include: \u2022Regulatory risks, including the impact that applicable laws, rules and regulations in the highly-regulated and supervised financial services industry, as well as changes to or in the application, interpretation or enforcement of those laws, rules and regulations, can have on JPMorgan Chase\u2019s business and operations, including JPMorgan Chase incurring additional costs associated with assessments, levies or other governmental charges; the ways in which differences in financial services regulation and supervision in different jurisdictions or with respect to certain competitors can negatively impact JPMorgan Chase\u2019s business; the penalties and collateral consequences, and higher compliance and operational costs, that JPMorgan Chase may incur when resolving a regulatory investigation; the ways in which less predictable legal and regulatory frameworks in certain jurisdictions can negatively impact JPMorgan Chase\u2019s operations and financial results; and the losses that security holders will absorb if JPMorgan Chase were to enter into a resolution. \u2022Political risks, including the potential negative effects on JPMorgan Chase\u2019s businesses due to economic uncertainty or instability caused by political developments. \u2022Market risks, including the effects that economic and market events and conditions, governmental policies, changes in interest rates and credit spreads, and market fluctuations can have on JPMorgan Chase\u2019s consumer and wholesale businesses and its investment and market-making positions and on JPMorgan Chase\u2019s earnings and its liquidity and capital levels. \u2022Credit risks, including potential negative effects from adverse changes in the financial condition of clients, customers, counterparties, custodians and central counterparties; the potential for losses due to declines in the value of collateral in stressed market conditions; and potential negative impacts from concentrations of credit risk with respect to clients, customers, counterparties and other market participants. \u2022Liquidity risks, including the risk that JPMorgan Chase\u2019s liquidity could be impaired by market-wide illiquidity or disruption, unforeseen liquidity or capital requirements, the inability to sell assets, default by a significant market participant, unanticipated outflows of cash or collateral, or lack of market or customer confidence in JPMorgan Chase; the dependence of JPMorgan Chase & Co. on the cash flows of its subsidiaries; and the potential adverse effects that any downgrade in any of JPMorgan Chase\u2019s credit ratings may have on its liquidity and cost of funding. \u2022Capital risks, including the risk that any failure by or inability of JPMorgan Chase to maintain the required level and composition of capital, or unfavorable changes in applicable capital requirements, could limit JPMorgan Chase\u2019s ability to distribute capital to shareholders or to support its business activities. \u2022Operational risks, including risks associated with JPMorgan Chase\u2019s dependence on its operational systems, its ability to maintain appropriately-staffed workforces and the competence, integrity, health and safety of its employees, as well as the systems and employees of third parties, market participants and service providers; the potential negative effects of failing to identify and address operational risks related to the failure of internal or external operational systems, the introduction of or changes to products, services and delivery platforms or the adoption of new technologies; legal and regulatory risks related to safeguarding personal information; the harm that could be caused by a successful cyber attack affecting JPMorgan Chase or by other extraordinary events; risks related to acquisitions, including the acquisition of certain assets and liabilities of First Republic Bank; risks associated with JPMorgan Chase\u2019s risk management framework and control environment, its models and estimations and associated judgments used in its stress testing and financial statements, and controls over disclosure and financial reporting; and potential adverse effects of failing to comply with heightened regulatory and other standards for the oversight of vendors and other service providers. \u2022Strategic risks, including the damage to JPMorgan Chase\u2019s competitive standing and results that could occur if management fails to develop and execute effective business strategies; risks associated with the significant and increasing competition that JPMorgan Chase faces; and the potential adverse impacts of climate change on JPMorgan Chase\u2019s business operations, clients and customers. \u2022Conduct risks, including the negative impact that can result from the actions or misconduct of employees, including any failure of employees to conduct themselves in accordance with JPMorgan Chase\u2019s expectations, policies and practices. \u2022Reputation risks, including the potential adverse effects on JPMorgan Chase\u2019s relationships with its clients,"}
-{"_id": "JPM20230145", "title": "JPM Part I", "text": "customers, shareholders, regulators and other stakeholders that could arise from employee misconduct, security breaches, inadequate risk management, compliance or operational failures, litigation and regulatory investigations, failure to satisfy expectations concerning environmental, social and governance concerns, failure to effectively manage conflicts of interest or to satisfy fiduciary obligations, or other factors that could damage JPMorgan Chase\u2019s reputation. \u2022Country risks, including potential impacts on JPMorgan Chase\u2019s businesses from an outbreak or escalation of hostilities between countries or within a country or region; and the potential adverse effects of local economic, political, regulatory and social factors on JPMorgan Chase\u2019s business and revenues in certain countries in which it operates. \u2022People risks, including the criticality of attracting and retaining qualified and diverse employees; and the potential adverse effects of unfavorable changes in immigration or travel policies on JPMorgan Chase\u2019s workforce. \u2022Legal risks, including those relating to litigation and regulatory and government investigations."}
-{"_id": "JPM20230146", "title": "JPM Part I", "text": "The above summary is subject in its entirety to the discussion of the risk factors set forth below."}
-{"_id": "JPM20230148", "title": "JPM Regulatory", "text": "JPMorgan Chase\u2019s businesses are highly regulated, and the laws, rules and regulations that apply to JPMorgan Chase have a significant impact on its business and operations."}
-{"_id": "JPM20230149", "title": "JPM Regulatory", "text": "JPMorgan Chase is a financial services firm with operations worldwide. JPMorgan Chase must comply with the laws, rules and regulations that apply to its operations in all of the jurisdictions around the world in which it does business, and financial services firms such as JPMorgan Chase are subject to extensive and constantly-evolving regulation and supervision."}
-{"_id": "JPM20230150", "title": "JPM Regulatory", "text": "The regulation and supervision of JPMorgan Chase significantly affects the way that it conducts its business and structures its operations, and JPMorgan Chase could be required to make changes to its business and operations in response to supervisory expectations or decisions or to new or changed laws, rules and regulations. These types of developments could result in JPMorgan Chase incurring additional costs or experiencing a reduction in revenues to comply with applicable laws, rules and regulations, which could reduce its profitability. Furthermore, JPMorgan Chase\u2019s entry into or acquisition of a new business or an increase in its principal investments may require JPMorgan Chase to comply with additional laws, rules, and regulations."}
-{"_id": "JPM20230159", "title": "JPM Regulatory", "text": "In response to new and existing laws, rules and regulations and expanded supervision, JPMorgan Chase has in the past been and could in the future be, required to: \u2022limit the products and services that it offers \u2022reduce the liquidity that it can provide through its market-making activities \u2022refrain from engaging in business opportunities that it might otherwise pursue \u2022pay higher taxes (including as part of any minimum global tax regime), assessments, levies or other governmental charges, including in connection with the resolution of tax examinations \u2022incur losses, including with respect to fraudulent transactions perpetrated against its customers \u2022dispose of certain assets, and do so at times or prices that are disadvantageous \u2022impose restrictions on certain business activities, or \u2022increase the prices that it charges for products and services, which could reduce the demand for them."}
-{"_id": "JPM20230165", "title": "JPM Regulatory", "text": "Any failure by JPMorgan Chase to comply with the laws, rules and regulations to which it is subject could result in: \u2022increased regulatory and supervisory scrutiny \u2022regulatory and governmental enforcement actions \u2022the imposition of fines, penalties or other sanctions \u2022increased exposure to litigation, or \u2022harm to its reputation."}
-{"_id": "JPM20230166", "title": "JPM Regulatory", "text": "Differences and inconsistencies in financial services regulation and supervision can negatively impact JPMorgan Chase\u2019s businesses, operations and financial results."}
-{"_id": "JPM20230170", "title": "JPM Regulatory", "text": "The content and application of laws, rules and regulations affecting financial services firms can vary according to factors such as the size of the firm, the jurisdiction in which it is organized or operates, and other criteria. For example: \u2022larger firms such as JPMorgan Chase are often subject to more stringent supervision, regulation and regulatory scrutiny \u2022financial technology companies and other non-traditional competitors may not be subject to banking regulation, or may be supervised by a national or state regulatory agency that does not have the same resources or regulatory priorities as the regulatory agencies which supervise more diversified financial services firms, or \u2022the financial services regulatory and supervisory framework in a particular jurisdiction may favor financial institutions that are based in that jurisdiction."}
-{"_id": "JPM20230172", "title": "JPM Regulatory", "text": "These types of differences in the regulatory and supervisory framework can result in JPMorgan Chase losing market share to competitors that are less regulated or not subject to regulation, especially with respect to unregulated financial products."}
-{"_id": "JPM20230173", "title": "JPM Regulatory", "text": "There can also be significant differences in the ways that similar regulatory initiatives affecting the financial services industry are implemented in the U.S. and in other countries and regions in which JPMorgan Chase does business. For example, when adopting rules that are intended to implement a global regulatory or supervisory standard, a national regulator may introduce additional or more restrictive requirements, which can create competitive disadvantages for financial services firms, such as JPMorgan Chase, that may be subject to those enhanced regulations."}
-{"_id": "JPM20230174", "title": "JPM Regulatory", "text": "In addition, certain national and multi-national bodies and governmental agencies outside the U.S. have adopted laws, rules or regulations that may conflict with or prohibit JPMorgan Chase from complying with laws, rules and regulations to which it is otherwise subject, creating conflict of law issues that also increase its risk of non-compliance in those jurisdictions."}
-{"_id": "JPM20230185", "title": "JPM Regulatory", "text": "Legislative and regulatory initiatives outside the U.S. could require JPMorgan Chase to make significant modifications to its operations and legal entity structure in the relevant countries or regions in order to comply with those requirements. These include laws, rules and regulations that have been adopted or proposed, as well as regulatory expectations, relating to: \u2022the establishment of locally-based intermediate holding companies or operating subsidiaries \u2022requirements to maintain minimum amounts of capital or liquidity in locally-based subsidiaries \u2022the implementation of processes within locally-based subsidiaries to comply with local regulatory requirements or expectations \u2022the separation (or \u201cring fencing\u201d) of core banking products and services from markets activities \u2022requirements for the orderly resolution of financial institutions \u2022requirements for executing or settling transactions on exchanges or through central counterparties (\u201cCCPs\u201d), or for depositing funds with other financial institutions or clearing and settlement systems \u2022position limits and reporting rules for derivatives \u2022governance and accountability regimes \u2022conduct of business and control requirements, and \u2022restrictions on compensation."}
-{"_id": "JPM20230194", "title": "JPM Regulatory", "text": "These types of differences, inconsistencies and conflicts in financial services regulation have required and could in the future require JPMorgan Chase to: \u2022divest assets or restructure its operations \u2022maintain higher levels of capital and liquidity, or absorb increased capital and liquidity costs \u2022incur higher operational and compliance costs \u2022change the prices that it charges for its products and services \u2022curtail the products and services that it offers to its customers and clients \u2022curtail other business opportunities, including acquisitions or principal investments, that it otherwise would have pursued \u2022become subject to regulatory fines, penalties or other sanctions, or \u2022incur higher costs for complying with different legal and regulatory frameworks."}
-{"_id": "JPM20230195", "title": "JPM Regulatory", "text": "Any or all of these factors could harm JPMorgan Chase\u2019s ability to compete against other firms that are not subject to the same laws, rules and regulations or supervisory oversight, or harm JPMorgan Chase\u2019s businesses, results of operations and profitability."}
-{"_id": "JPM20230196", "title": "JPM Regulatory", "text": "Resolving regulatory investigations can subject JPMorgan Chase to significant penalties and collateral consequences, and could result in higher compliance costs or restrictions on its operations."}
-{"_id": "JPM20230197", "title": "JPM Regulatory", "text": "JPMorgan Chase is subject to heightened oversight and scrutiny from regulatory authorities in many jurisdictions. JPMorgan Chase has paid significant fines, provided other monetary relief, incurred other penalties and experienced other repercussions in connection with resolving investigations and enforcement actions by governmental agencies. JPMorgan Chase could become subject to similar regulatory or governmental resolutions or other actions in the future, and addressing the requirements of any such resolutions or actions could result in JPMorgan Chase incurring higher operational and compliance costs, including devoting substantial resources to the required remediation or needing to comply with other restrictions."}
-{"_id": "JPM20230202", "title": "JPM Regulatory", "text": "In connection with resolving specific regulatory investigations or enforcement actions, certain regulators have required JPMorgan Chase and other financial institutions to admit wrongdoing with respect to the activities that gave rise to the resolution. These types of admissions can lead to: \u2022greater exposure in litigation \u2022damage to JPMorgan Chase\u2019s reputation \u2022disqualification from doing business with certain clients or customers, or in specific jurisdictions, or \u2022other direct and indirect adverse effects."}
-{"_id": "JPM20230208", "title": "JPM Regulatory", "text": "Furthermore, government officials in the U.S. and other countries have demonstrated a willingness to bring criminal actions against financial institutions and have required that institutions plead guilty to criminal offenses or admit other wrongdoing in connection with resolving regulatory investigations or enforcement actions. Resolutions of this type can have significant collateral consequences for the subject financial institution, including: Part I \u2022loss of clients, customers and business \u2022restrictions on offering certain products or services, and \u2022losing permission to operate certain businesses, either temporarily or permanently."}
-{"_id": "JPM20230212", "title": "JPM Regulatory", "text": "JPMorgan Chase expects that: \u2022it and other financial services firms will continue to be subject to heightened regulatory scrutiny and governmental investigations and enforcement actions \u2022governmental authorities will continue to require that financial institutions be penalized for actual or deemed violations of law with formal and punitive enforcement actions, including the imposition of significant monetary and other sanctions, rather than resolving these matters through informal supervisory actions; and \u2022governmental authorities will be more likely to pursue formal enforcement actions and resolutions against JPMorgan Chase to the extent that it has previously been subject to other governmental investigations or enforcement actions."}
-{"_id": "JPM20230216", "title": "JPM Regulatory", "text": "If JPMorgan Chase fails to meet the requirements of any resolution of a governmental investigation or enforcement action, or to maintain risk and control processes that meet the heightened standards and expectations of its regulators, it could be required to, among other things: \u2022enter into further resolutions of investigations or enforcement actions \u2022pay additional regulatory penalties or enter into judgments, or \u2022accept material regulatory restrictions on, or changes in the management of, its businesses."}
-{"_id": "JPM20230217", "title": "JPM Regulatory", "text": "In these circumstances, JPMorgan Chase could also become subject to other sanctions, or to prosecution or civil litigation with respect to the conduct that gave rise to an investigation or enforcement action. In addition, JPMorgan Chase can be subject to higher costs or requests for additional capital in connection with the resolution of governmental investigations and enforcement actions involving newly-acquired businesses, companies in which JPMorgan Chase has made principal investments, parties to joint ventures with JPMorgan Chase, and vendors with which JPMorgan Chase does business."}
-{"_id": "JPM20230218", "title": "JPM Regulatory", "text": "JPMorgan Chase\u2019s operations and financial results can be negatively impacted in jurisdictions with less predictable legal and regulatory frameworks."}
-{"_id": "JPM20230225", "title": "JPM Regulatory", "text": "JPMorgan Chase conducts existing and new business in certain countries, states, municipalities, territories and other jurisdictions in which the application of the rule of law is inconsistent or less predictable, including with respect to: \u2022the absence of a statutory or regulatory basis or guidance for engaging in specific types of business or transactions \u2022conflicting or ambiguous laws, rules and regulations, or the inconsistent application or interpretation of existing laws, rules and regulations \u2022uncertainty concerning the enforceability of intellectual property rights or contractual or other obligations \u2022difficulty in competing in economies in which the government controls or protects all or a portion of the local economy or specific businesses, or where graft or corruption may be pervasive \u2022the threat of regulatory investigations, civil litigations or criminal prosecutions that are arbitrary or otherwise contrary to established legal principles in other parts of the world, and \u2022the termination of licenses required to operate in the local market or the suspension of business relationships with governmental bodies."}
-{"_id": "JPM20230226", "title": "JPM Regulatory", "text": "If the application of the laws, rules and regulations in any jurisdiction is susceptible to producing inconsistent or unexpected outcomes, this can create a more difficult environment in which JPMorgan Chase conducts its business and could negatively affect JPMorgan Chase\u2019s operations and reduce its earnings with respect to that jurisdiction. For example, conducting business could require JPMorgan Chase to devote significant additional resources to understanding, and monitoring changes in, local laws, rules and regulations, as well as structuring its operations to comply with local laws, rules and regulations and implementing and administering related internal policies and procedures."}
-{"_id": "JPM20230227", "title": "JPM Regulatory", "text": "There can be no assurance that JPMorgan Chase will always be successful in its efforts to fully understand and to conduct its business in compliance with the laws, rules and regulations of all of the jurisdictions in which it operates, and the risk of non-compliance can be greater in jurisdictions that have less predictable legal and regulatory frameworks."}
-{"_id": "JPM20230228", "title": "JPM Regulatory", "text": "Requirements for the orderly resolution of JPMorgan Chase could result in JPMorgan Chase having to restructure or reorganize its businesses and could increase its funding or operational costs or curtail its businesses."}
-{"_id": "JPM20230230", "title": "JPM Regulatory", "text": "JPMorgan Chase is required under Federal Reserve and FDIC rules to prepare and submit periodically to those agencies a detailed plan for rapid and orderly resolution in bankruptcy, without extraordinary government support, in the event of material financial distress or failure. The evaluation of JPMorgan Chase\u2019s resolution plan by these agencies may change, and the requirements for resolution plans may be modified from time to time. Any such determinations or modifications could result in JPMorgan Chase needing to make changes to its legal entity structure or to certain internal or external activities, which could increase its funding or operational costs, or hamper its ability to serve clients and customers."}
-{"_id": "JPM20230231", "title": "JPM Regulatory", "text": "If the Federal Reserve and the FDIC were both to determine that a resolution plan submitted by JPMorgan Chase has deficiencies, they could jointly impose more stringent capital, leverage or liquidity requirements or restrictions on JPMorgan Chase\u2019s growth, activities or operations. The agencies could also require that JPMorgan Chase restructure, reorganize or divest assets or businesses in ways that could materially and adversely affect JPMorgan Chase\u2019s operations and strategy."}
-{"_id": "JPM20230232", "title": "JPM Regulatory", "text": "Holders of JPMorgan Chase & Co.\u2019s debt and equity securities will absorb losses if it were to enter into a resolution."}
-{"_id": "JPM20230235", "title": "JPM Regulatory", "text": "Federal Reserve rules require that JPMorgan Chase & Co. (the \u201cParent Company\u201d) maintain minimum levels of unsecured external long-term debt and other loss-absorbing capacity with specific terms (\u201celigible LTD\u201d) for purposes of recapitalizing JPMorgan Chase\u2019s operating subsidiaries if the Parent Company were to enter into a resolution either: \u2022in a bankruptcy proceeding under Chapter 11 of the U.S. Bankruptcy Code, or \u2022in a receivership administered by the FDIC under Title II of the Dodd-Frank Act (\u201cTitle II\u201d)."}
-{"_id": "JPM20230236", "title": "JPM Regulatory", "text": "If the Parent Company were to enter into a resolution, holders of eligible LTD and other debt and equity securities of the Parent Company will absorb the losses of the Parent Company and its subsidiaries."}
-{"_id": "JPM20230237", "title": "JPM Regulatory", "text": "The preferred \u201csingle point of entry\u201d strategy under JPMorgan Chase\u2019s resolution plan contemplates that only the Parent Company would enter bankruptcy proceedings. JPMorgan Chase\u2019s subsidiaries would be recapitalized, as needed, so that they could continue normal operations or subsequently be divested or wound down in an orderly manner. As a result, the Parent Company\u2019s losses and any losses incurred by its subsidiaries would be imposed first on holders of the Parent Company\u2019s equity securities and thereafter on its unsecured creditors, including holders of eligible LTD and other debt securities. Claims of holders of those securities would have a junior position to the claims of creditors of JPMorgan Chase\u2019s subsidiaries and to the claims of priority (as determined by statute) and secured creditors of the Parent Company."}
-{"_id": "JPM20230238", "title": "JPM Regulatory", "text": "Accordingly, in a resolution of the Parent Company in bankruptcy, holders of eligible LTD and other debt securities of the Parent Company would realize value only to the extent available to the Parent Company as a shareholder of JPMorgan Chase Bank, N.A. and its other subsidiaries, and only after any claims of priority and secured creditors of the Parent Company have been fully repaid."}
-{"_id": "JPM20230239", "title": "JPM Regulatory", "text": "The FDIC has similarly indicated that a single point of entry recapitalization model could be a desirable strategy to resolve a systemically important financial institution, such as the Parent Company, under Title II. However, the FDIC"}
-{"_id": "JPM20230240", "title": "JPM Regulatory", "text": "has not formally adopted a single point of entry resolution strategy."}
-{"_id": "JPM20230241", "title": "JPM Regulatory", "text": "If the Parent Company were to approach, or enter into, a resolution, none of the Parent Company, the Federal Reserve or the FDIC is obligated to follow JPMorgan Chase\u2019s preferred resolution strategy, and losses to holders of eligible LTD and other debt and equity securities of the Parent Company, under whatever strategy is ultimately followed, could be greater than they might have been under JPMorgan Chase\u2019s preferred strategy."}
-{"_id": "JPM20230243", "title": "JPM Political", "text": "Economic uncertainty or instability caused by political or geopolitical developments can negatively impact JPMorgan Chase\u2019s businesses."}
-{"_id": "JPM20230253", "title": "JPM Political", "text": "Political developments in the U.S. and other countries can cause uncertainty in the economic environment and market conditions in which JPMorgan Chase operates its businesses. Certain governmental policy initiatives, as well as heightened geopolitical tensions, could significantly affect U.S. and global economic growth and cause higher volatility in the financial markets, including: \u2022an outbreak or escalation of hostilities, or other geopolitical instabilities \u2022monetary policies and actions taken by the Federal Reserve and other central banks or governmental authorities, including any sustained large-scale asset purchases or any suspension or reversal of those actions \u2022fiscal policies, including with respect to taxation and spending \u2022actions that governments take or fail to take in response to the effects of health emergencies, the spread of infectious diseases, epidemics or pandemics, as well as the effectiveness of any actions taken \u2022governmental actions or initiatives relating to climate risk, or more generally, the impact of business activities on environmental, social and governance (\u201cESG\u201d) matters, and the management of climate and other ESG-related risks \u2022isolationist foreign policies \u2022economic or financial sanctions \u2022the implementation of tariffs and other protectionist trade policies, or \u2022other governmental policies or actions adopted or taken in response to political or social pressures."}
-{"_id": "JPM20230256", "title": "JPM Political", "text": "These types of political developments, and uncertainty about the possible outcomes of these developments, could: \u2022erode investor confidence in the U.S. economy and financial markets, which could potentially undermine the status of the U.S. dollar as a safe haven currency"}
-{"_id": "JPM20230264", "title": "JPM Part I", "text": " \u2022provoke retaliatory countermeasures by other countries and otherwise heighten tensions in regulatory, enforcement or diplomatic relations \u2022increase concerns about whether the U.S. government will be funded, and its outstanding debt serviced, at any particular time \u2022lead to the withdrawal of government support for agencies and enterprises such as the U.S. Federal National Mortgage Association and the U.S. Federal Home Loan Mortgage Corporation (together, the \u201cU.S. GSEs\u201d) \u2022result in periodic shutdowns of the U.S. government or governments in other countries \u2022increase investor reliance on actions by the Federal Reserve or other central banks, or influence investor perceptions concerning government support of sectors of the economy or the economy as a whole \u2022adversely affect the financial condition or credit ratings of clients and counterparties with which JPMorgan Chase does business, or \u2022cause JPMorgan Chase to refrain from engaging in business opportunities that it might otherwise pursue."}
-{"_id": "JPM20230277", "title": "JPM Part I", "text": "These factors could lead to: \u2022slower growth rates, rising inflation or recession \u2022greater market volatility \u2022a contraction of available credit and the widening of credit spreads \u2022erosion of adequate risk premium on certain financial assets \u2022diminished investor and consumer confidence \u2022lower investments in a particular country or sector of the economy \u2022large-scale sales of government debt and other debt and equity securities in the U.S. and other countries \u2022reduced commercial activity among trading partners \u2022the potential for a currency redenomination by a particular country \u2022the possible departure of a country from, or the dissolution or formation of, a political or economic alliance or treaty \u2022potential expropriation or nationalization of assets, including client assets, or \u2022other market dislocations, including unfavorable economic conditions that could spread from a particular country or region to other countries or regions."}
-{"_id": "JPM20230278", "title": "JPM Part I", "text": "Any of these potential outcomes could cause JPMorgan Chase to suffer losses on its market-making positions or in its investment portfolio, reduce its liquidity and capital levels, increase the allowance for credit losses or lead to higher net charge-offs, hamper its ability to deliver"}
-{"_id": "JPM20230279", "title": "JPM Part I", "text": "products and services to its clients and customers, and weaken its results of operations and financial condition or credit rating."}
-{"_id": "JPM20230282", "title": "JPM Part I", "text": "JPMorgan Chase's business and results of operations may also be adversely affected by actions or initiatives by national, state or local governmental authorities that: \u2022seek to discourage financial institutions from doing business with companies engaged in certain industries, or conversely, to penalize financial institutions that elect not to do business with such companies, or \u2022mandate specific business practices that companies operating in the relevant jurisdiction must adopt."}
-{"_id": "JPM20230286", "title": "JPM Part I", "text": "Because governmental policies in one jurisdiction may differ or conflict with those in other jurisdictions, JPMorgan Chase may face negative consequences regardless of the course of action it takes or elects not to take, including: \u2022restrictions or prohibitions on doing business within a particular jurisdiction, or with governmental entities in a jurisdiction \u2022the threat of enforcement actions, including under antitrust or other anti-competition laws, rules and regulations, and \u2022harm to its reputation arising from public criticism, including from politicians, activists and other stakeholders."}
-{"_id": "JPM20230287", "title": "JPM Part I", "text": "JPMorgan Chase has been prohibited from engaging in certain business activities in specific jurisdictions as a result of these types of governmental actions, and there is no assurance that it will not face similar restrictions on its business and operations in the future."}
-{"_id": "JPM20230288", "title": "JPM Part I", "text": "In addition, JPMorgan Chase's relationships or ability to transact with clients and customers, and with governmental or regulatory bodies in jurisdictions in which JPMorgan Chase does business, could be adversely affected if its decisions with respect to doing business with companies in certain sensitive industries are perceived to harm those companies or to align with particular political viewpoints. Furthermore, JPMorgan Chase's participation in or association with certain environmental and social industry groups or initiatives could be viewed by activists or governmental authorities as boycotting or other discriminatory business behavior."}
-{"_id": "JPM20230290", "title": "JPM Market", "text": "Economic and market events and conditions can materially affect JPMorgan Chase\u2019s businesses and investment and market-making positions."}
-{"_id": "JPM20230300", "title": "JPM Market", "text": "JPMorgan Chase\u2019s results of operations can be negatively affected by adverse changes in any of the following: \u2022investor, consumer and business sentiment \u2022events that reduce confidence in the financial markets \u2022inflation, deflation or recession \u2022high unemployment or, conversely, a tightening labor market \u2022the availability and cost of capital, liquidity and credit \u2022levels and volatility of interest rates, credit spreads and market prices for currencies, equities and commodities, as well as the duration of any such changes \u2022the economic effects of an outbreak or escalation of hostilities, terrorism or other geopolitical instabilities, cyber attacks, climate change, natural disasters, severe weather conditions, health emergencies, the spread of infectious diseases, epidemics or pandemics or other extraordinary events beyond JPMorgan Chase\u2019s control, and \u2022the strength of the U.S. and global economies."}
-{"_id": "JPM20230301", "title": "JPM Market", "text": "All of these are affected by global economic, market and political events and conditions, as well as regulatory restrictions."}
-{"_id": "JPM20230307", "title": "JPM Market", "text": "In addition, JPMorgan Chase\u2019s investment portfolio and market-making businesses can suffer losses due to unanticipated market events, including: \u2022severe declines in asset values \u2022unexpected credit events \u2022unforeseen events or conditions that may cause previously uncorrelated factors to become correlated (and vice versa) \u2022the inability to effectively hedge risks related to market-making and investment portfolio positions, or \u2022other market risks that may not have been appropriately taken into account in the development, structuring or pricing of a financial instrument."}
-{"_id": "JPM20230308", "title": "JPM Market", "text": "If JPMorgan Chase experiences significant losses in its investment portfolio or from market-making activities, this could reduce JPMorgan Chase\u2019s profitability and its liquidity and capital levels, and thereby constrain the growth of its businesses."}
-{"_id": "JPM20230309", "title": "JPM Market", "text": "JPMorgan Chase\u2019s consumer businesses can be negatively affected by adverse economic conditions and governmental policies."}
-{"_id": "JPM20230318", "title": "JPM Market", "text": "JPMorgan Chase\u2019s consumer businesses are particularly affected by U.S. and global economic conditions, including: \u2022personal and household income distribution \u2022unemployment or underemployment \u2022prolonged periods of exceptionally high or low interest rates \u2022changes in the value of collateral such as residential real estate and vehicles \u2022changes in housing prices \u2022the level of inflation and its effect on prices for goods and services \u2022consumer and small business confidence levels, and \u2022changes in consumer spending or in the level of consumer debt."}
-{"_id": "JPM20230319", "title": "JPM Market", "text": "Heightened levels of unemployment or underemployment that result in reduced personal and household income could negatively affect consumer credit performance to the extent that consumers are less able to service their debts. In addition, sustained low growth, low or negative interest rates, inflationary pressures or recessionary conditions could diminish customer demand for the products and services offered by JPMorgan Chase\u2019s consumer businesses."}
-{"_id": "JPM20230320", "title": "JPM Market", "text": "Adverse economic conditions could also lead to an increase in delinquencies, additions to the allowance for credit losses and higher net charge-offs, which can reduce JPMorgan Chase\u2019s earnings. These consequences could be significantly worse in certain geographies, including where declining industrial or manufacturing activity has resulted in or could result in higher levels of unemployment, or where high levels of consumer debt, such as outstanding student loans, could impair the ability of customers to pay their other consumer loan obligations."}
-{"_id": "JPM20230324", "title": "JPM Market", "text": "JPMorgan Chase\u2019s earnings from its consumer businesses could also be adversely affected by governmental policies and actions that affect consumers, including: \u2022policies and initiatives relating to medical insurance, education, immigration, employment status and housing \u2022laws, rules and regulations relating specifically to the financial services industry, such as limitations on late payment, overdraft and interchange fees, and \u2022policies aimed at the economy more broadly, such as higher taxes and increased regulation which could result in reductions in consumer disposable income."}
-{"_id": "JPM20230325", "title": "JPM Market", "text": "Unfavorable market and economic conditions can have an adverse effect on JPMorgan Chase\u2019s wholesale businesses."}
-{"_id": "JPM20230328", "title": "JPM Market", "text": "In JPMorgan Chase\u2019s wholesale businesses, market and economic factors can affect the volume of transactions that JPMorgan Chase executes for its clients or for which it advises clients, and, therefore, the revenue that JPMorgan Chase receives from those transactions. These factors can also influence the willingness of other financial institutions and investors to participate in capital markets transactions that JPMorgan Chase manages, such as loan syndications or securities underwriting. Furthermore, if a significant and sustained deterioration in market conditions were to occur, the profitability of JPMorgan Chase\u2019s businesses engaged in capital markets activities, including loan syndication, securities underwriting and leveraged lending activities, could be reduced to the extent that those businesses: \u2022earn less fee revenue due to lower transaction volumes, including when clients are unwilling or unable to"}
-{"_id": "JPM20230331", "title": "JPM refinance their outstanding debt obligations in unfavorable market conditions, or", "text": " \u2022dispose of portions of credit commitments at a loss, or hold larger residual positions in credit commitments that cannot be sold at favorable prices."}
-{"_id": "JPM20230332", "title": "JPM refinance their outstanding debt obligations in unfavorable market conditions, or", "text": "The fees that JPMorgan Chase earns from managing client assets or holding assets under custody for clients could be diminished by declining asset values or other adverse macroeconomic conditions. For example, higher interest rates or a downturn in financial markets could affect the valuation of client assets that JPMorgan Chase manages or holds under custody, which, in turn, could affect JPMorgan Chase\u2019s revenue from fees that are based on the amount of assets under management or custody. Similarly, adverse macroeconomic or market conditions could prompt outflows from JPMorgan Chase funds or accounts, or cause clients to invest in products that generate lower revenue. Substantial and unexpected withdrawals from a JPMorgan Chase fund can also hamper the investment performance of the fund, particularly if the outflows create the need for the fund to dispose of fund assets at disadvantageous times or prices, and could lead to further withdrawals based on the weaker investment performance."}
-{"_id": "JPM20230333", "title": "JPM refinance their outstanding debt obligations in unfavorable market conditions, or", "text": "An adverse change in market conditions in particular segments of the economy, such as a sudden and severe downturn in oil and gas prices or an increase in commodity prices, severe declines in commercial real estate values, or sustained changes in consumer behavior that affect specific economic sectors, could have a material adverse effect on clients of JPMorgan Chase whose operations or financial condition are directly or indirectly dependent on the health or stability of those market segments or economic sectors, as well as clients that are engaged in related businesses. JPMorgan Chase could incur credit losses on its loans and other commitments to clients that operate in, or are dependent on, any sector of the economy that is or comes under stress."}
-{"_id": "JPM20230334", "title": "JPM refinance their outstanding debt obligations in unfavorable market conditions, or", "text": "An economic downturn or sustained changes in consumer behavior that results in shifts in consumer and business spending could also have a negative impact on certain of JPMorgan Chase\u2019s wholesale clients, and thereby diminish JPMorgan Chase\u2019s earnings from its wholesale operations. For example, the businesses of certain of JPMorgan Chase\u2019s wholesale clients are dependent on consistent streams of rental income from commercial real estate properties, including offices, which are owned or being built by those clients. Sustained adverse economic conditions or hybrid work models could result in reductions in the rental cash flows that owners or developers receive from their tenants which, in turn, could depress the values of the properties, impair the ability of borrowers to service or refinance their commercial real estate loans and lead to an increase in foreclosures. These consequences could result in JPMorgan Chase experiencing increases in the allowance for credit losses, higher delinquencies, defaults and charge-offs within its commercial real estate loan portfolio and"}
-{"_id": "JPM20230335", "title": "JPM refinance their outstanding debt obligations in unfavorable market conditions, or", "text": "incurring higher costs for servicing a larger volume of delinquent loans in that portfolio. An increase in foreclosures could result in higher operational risk associated with JPMorgan Chase owning and managing real property, and any inadequacy in governance or control over the foreclosed properties could result in regulatory scrutiny and reputational harm."}
-{"_id": "JPM20230336", "title": "JPM refinance their outstanding debt obligations in unfavorable market conditions, or", "text": "Changes in interest rates and credit spreads can adversely affect JPMorgan Chase\u2019s earnings, its liquidity or its capital levels."}
-{"_id": "JPM20230344", "title": "JPM refinance their outstanding debt obligations in unfavorable market conditions, or", "text": "When interest rates are high or increasing, JPMorgan Chase can generally be expected to earn higher net interest income. However, higher interest rates can also lead to: \u2022fewer originations of commercial and residential real estate loans \u2022losses on underwriting exposures or incremental client-specific downgrades, or increases in the allowance for credit losses and net charge-offs due to higher financing costs for clients \u2022the loss of deposits, particularly if customers withdraw deposits because they believe that interest rates offered by JPMorgan Chase are lower than those of competitors or if JPMorgan Chase makes incorrect assumptions about depositor behavior \u2022losses on available-for-sale (\u201cAFS\u201d) securities held in the investment securities portfolio \u2022lower net interest income if central banks introduce interest rate increases more quickly than anticipated and this results in a misalignment in the pricing of short-term and long-term borrowings \u2022less liquidity in the financial markets, and \u2022higher funding costs."}
-{"_id": "JPM20230345", "title": "JPM refinance their outstanding debt obligations in unfavorable market conditions, or", "text": "All of these outcomes could adversely affect JPMorgan Chase\u2019s earnings or its liquidity and capital levels, and any negative outcomes could be more severe in a prolonged period of high interest rates. Higher interest rates can also negatively affect the payment performance on loans within JPMorgan Chase\u2019s consumer and wholesale loan portfolios that are linked to variable interest rates. If borrowers of variable rate loans are unable to afford higher interest payments, those borrowers may reduce or stop making payments, thereby causing JPMorgan Chase to incur losses and increased operational costs related to servicing a higher volume of delinquent loans."}
-{"_id": "JPM20230350", "title": "JPM refinance their outstanding debt obligations in unfavorable market conditions, or", "text": "On the other hand, a low or negative interest rate environment may cause: \u2022net interest margins to be compressed, which could reduce the amounts that JPMorgan Chase earns on its investment securities portfolio to the extent that it is unable to reinvest contemporaneously in higher-yielding instruments \u2022unanticipated or adverse changes in depositor behavior, which could negatively affect JPMorgan Chase\u2019s broader asset and liability management strategy, and \u2022a reduction in the value of JPMorgan Chase\u2019s mortgage servicing rights (\u201cMSRs\u201d) asset, decreasing revenues."}
-{"_id": "JPM20230351", "title": "JPM refinance their outstanding debt obligations in unfavorable market conditions, or", "text": "When credit spreads widen, it becomes more expensive for JPMorgan Chase to borrow. JPMorgan Chase\u2019s credit spreads may widen or narrow not only in response to events and circumstances that are specific to JPMorgan Chase but also as a result of general economic and geopolitical events and conditions. Changes in JPMorgan Chase\u2019s credit spreads will affect, positively or negatively, JPMorgan Chase\u2019s earnings on certain liabilities, such as derivatives, that are recorded at fair value."}
-{"_id": "JPM20230352", "title": "JPM refinance their outstanding debt obligations in unfavorable market conditions, or", "text": "JPMorgan Chase\u2019s results may be materially affected by market fluctuations and significant changes in the value of financial instruments."}
-{"_id": "JPM20230353", "title": "JPM refinance their outstanding debt obligations in unfavorable market conditions, or", "text": "The value of securities, derivatives and other financial instruments which JPMorgan Chase owns or in which it makes markets can be materially affected by market fluctuations. Market volatility, illiquid market conditions and other disruptions in the financial markets may make it extremely difficult to value certain financial instruments. Subsequent valuations of financial instruments in future periods, in light of factors then prevailing, may result in significant changes in the value of these instruments. In addition, at the time of any disposition of these financial instruments, the price that JPMorgan Chase ultimately realizes will depend on the demand and liquidity in the market at that time and may be materially lower than their current fair value. Any of these factors could cause a decline in the value of financial instruments that JPMorgan Chase owns or in which it makes markets, which may have an adverse effect on JPMorgan Chase\u2019s results of operations."}
-{"_id": "JPM20230354", "title": "JPM refinance their outstanding debt obligations in unfavorable market conditions, or", "text": "JPMorgan Chase\u2019s risk management and monitoring processes, including its stress testing framework, seek to quantify and manage JPMorgan Chase\u2019s exposure to more extreme market moves. However, JPMorgan Chase\u2019s hedging and other risk management strategies may not be effective, and it could incur significant losses, if extreme market events were to occur."}
-{"_id": "JPM20230356", "title": "JPM Credit", "text": "JPMorgan Chase can be negatively affected by adverse changes in the financial condition of clients, counterparties, custodians and CCPs."}
-{"_id": "JPM20230357", "title": "JPM Credit", "text": "JPMorgan Chase routinely executes transactions with clients and counterparties such as corporations, financial institutions, asset managers, hedge funds, securities exchanges and government entities within and outside the U.S. Many of these transactions expose JPMorgan Chase to the credit risk of its clients and counterparties, and can involve JPMorgan Chase in disputes and litigation if a client or counterparty defaults. JPMorgan Chase can also be subject to losses or liability where a financial institution that"}
-{"_id": "JPM20230358", "title": "JPM Credit", "text": "it has appointed to provide custodial services for client assets or funds becomes insolvent as a result of fraud or the failure to abide by existing laws and obligations, or where clients are unable to access assets held by JPMorgan Chase as custodian due to governmental actions or other factors."}
-{"_id": "JPM20230359", "title": "JPM Credit", "text": "A default by, or the financial or operational failure of, a CCP through which JPMorgan Chase executes contracts would require JPMorgan Chase to replace those contracts, thereby increasing its operational costs and potentially resulting in losses. In addition, JPMorgan Chase can be exposed to losses if a member of a CCP in which JPMorgan Chase is also a member defaults on its obligations to the CCP because of requirements that each member of the CCP absorb a portion of those losses. Furthermore, JPMorgan Chase can be subject to bearing its share of non-default losses incurred by a CCP, including losses from custodial, settlement or investment activities or due to cyber or other security breaches."}
-{"_id": "JPM20230360", "title": "JPM Credit", "text": "As part of its clearing services activities, JPMorgan Chase is exposed to the risk of nonperformance by its clients, which it seeks to mitigate by requiring clients to provide adequate collateral. JPMorgan Chase is also exposed to intra-day credit risk of its clients in connection with providing cash management, clearing, custodial and other transaction services to those clients. If a client for which JPMorgan Chase provides these services becomes bankrupt or insolvent, JPMorgan Chase may incur losses, become involved in disputes and litigation with one or more CCPs, the client\u2019s bankruptcy estate and other creditors, or be subject to regulatory investigations. All of the foregoing events can increase JPMorgan Chase\u2019s operational and litigation costs, and JPMorgan Chase may suffer losses to the extent that any collateral that it has received is insufficient to cover those losses."}
-{"_id": "JPM20230361", "title": "JPM Credit", "text": "Transactions with government entities, including national, state, provincial, municipal and local authorities, can expose JPMorgan Chase to enhanced sovereign, credit, operational and reputation risks. Government entities may, among other things, claim that actions taken by government officials were beyond the legal authority of those officials or repudiate transactions authorized by a previous incumbent government. These types of actions have in the past caused, and could in the future cause, JPMorgan Chase to suffer losses or hamper its ability to conduct business in the relevant jurisdiction."}
-{"_id": "JPM20230362", "title": "JPM Credit", "text": "In addition, local laws, rules and regulations could limit JPMorgan Chase\u2019s ability to resolve disputes and litigation in the event of a counterparty default or unwillingness to make previously agreed-upon payments, which could subject JPMorgan Chase to losses."}
-{"_id": "JPM20230364", "title": "JPM Credit", "text": "Disputes may arise with counterparties to derivatives contracts with regard to the terms, the settlement procedures or the value of underlying collateral. The disposition of those disputes could cause JPMorgan Chase to incur unexpected transaction, operational and legal costs, or result in credit losses. These consequences can"}
-{"_id": "JPM20230366", "title": "JPM Part I", "text": "also impair JPMorgan Chase\u2019s ability to effectively manage its credit risk exposure from its market activities, or cause harm to JPMorgan Chase\u2019s reputation."}
-{"_id": "JPM20230367", "title": "JPM Part I", "text": "The financial or operational failure of a significant market participant, such as a major financial institution or a CCP, or concerns about the creditworthiness of such a market participant or its ability to fulfill its obligations, can cause substantial and cascading disruption within the financial markets, including in circumstances where coordinated action by multiple other market participants is required to address the failure or disruption. JPMorgan Chase\u2019s businesses could be significantly disrupted by such an event, particularly if it leads to other market participants incurring significant losses, experiencing liquidity issues or defaulting, and JPMorgan Chase is likely to have significant interrelationships with, and credit exposure to, such a significant market participant."}
-{"_id": "JPM20230368", "title": "JPM Part I", "text": "JPMorgan Chase may suffer losses if the value of collateral declines in stressed market conditions."}
-{"_id": "JPM20230372", "title": "JPM Part I", "text": "During periods of market stress or illiquidity, JPMorgan Chase\u2019s credit risk may be further increased when: \u2022JPMorgan Chase fails to realize the estimated value of the collateral it holds \u2022collateral is liquidated at prices that are not sufficient to recover the full amount owed to it, or \u2022counterparties are unable to post collateral, whether for operational or other reasons."}
-{"_id": "JPM20230373", "title": "JPM Part I", "text": "Furthermore, disputes with counterparties concerning the valuation of collateral may increase in times of significant market stress, volatility or illiquidity, and JPMorgan Chase could suffer losses during these periods if it is unable to realize the fair value of collateral or to manage declines in the value of collateral."}
-{"_id": "JPM20230374", "title": "JPM Part I", "text": "JPMorgan Chase could incur significant losses arising from concentrations of credit and market risk."}
-{"_id": "JPM20230378", "title": "JPM Part I", "text": "JPMorgan Chase is exposed to greater credit and market risk to the extent that groupings of its clients or counterparties, or obligors on securities and other financial instruments: \u2022engage in similar or related businesses, or in businesses in related industries \u2022do business in the same geographic region, or \u2022have business profiles, models or strategies that could cause their ability to meet their obligations to be similarly affected by changes in economic conditions."}
-{"_id": "JPM20230379", "title": "JPM Part I", "text": "For example, a significant deterioration in the credit quality of a counterparty, borrower or other obligor could lead to concerns about the creditworthiness of other counterparties, borrowers or obligors in similar, related or dependent industries. This type of interrelationship could exacerbate JPMorgan Chase\u2019s credit, liquidity and market risk exposure and potentially cause it to incur losses,"}
-{"_id": "JPM20230380", "title": "JPM Part I", "text": "including fair value losses in its market-making businesses and investment portfolios. In addition, JPMorgan Chase may be required to increase the allowance for credit losses or establish other reserves with respect to certain clients, industries or country exposures in order to align with directives or expectations of its banking regulators."}
-{"_id": "JPM20230381", "title": "JPM Part I", "text": "Similarly, challenging economic conditions that affect a particular industry or geographic area could lead to concerns about the credit quality of counterparties, borrowers or other obligors not only in that particular industry or geography but in related or dependent industries, wherever located. These conditions could also heighten concerns about the ability of customers of JPMorgan Chase\u2019s consumer businesses who live in those areas or work in those affected industries or related or dependent industries to meet their obligations to JPMorgan Chase. JPMorgan Chase regularly monitors various segments of its credit and market risk exposures to assess the potential risks of concentration or contagion, but its ability to diversify or hedge its exposure against those risks may be limited."}
-{"_id": "JPM20230382", "title": "JPM Part I", "text": "JPMorgan Chase\u2019s consumer businesses can also be harmed by an excessive expansion of consumer credit by bank or non-bank competitors. Heightened competition for certain types of consumer loans could prompt industry-wide reactions such as significant reductions in the pricing or margins of those loans or the making of loans to less-creditworthy borrowers. If large numbers of consumers subsequently default on their loans, whether due to weak credit profiles, an economic downturn or other factors, this could impair their ability to repay obligations owed to JPMorgan Chase and result in higher charge-offs and other credit-related losses. More broadly, widespread defaults on consumer debt could lead to recessionary conditions in the U.S. economy, and JPMorgan Chase\u2019s consumer businesses may earn lower revenues in such an environment."}
-{"_id": "JPM20230383", "title": "JPM Part I", "text": "If JPMorgan Chase is unable to reduce positions effectively during a market dislocation, this can increase both the market and credit risks associated with those positions and the level of risk-weighted-assets (\u201cRWA\u201d) that JPMorgan Chase holds on its balance sheet. These factors could adversely affect JPMorgan Chase\u2019s capital position, funding costs and the profitability of its businesses."}
-{"_id": "JPM20230385", "title": "JPM Liquidity", "text": "JPMorgan Chase\u2019s ability to operate its businesses could be impaired if its liquidity is constrained."}
-{"_id": "JPM20230390", "title": "JPM Liquidity", "text": "JPMorgan Chase\u2019s liquidity can be impacted at any given time as a result of factors such as: \u2022market-wide illiquidity or disruption \u2022changes in liquidity or capital requirements resulting from changes in laws, rules and regulations, including those in response to economic effects of systemic events \u2022actions taken by the U.S. government or by the Federal Reserve to reduce its balance sheet, which may reduce"}
-{"_id": "JPM20230396", "title": "JPM deposits held by JPMorgan Chase and other financial institutions", "text": " \u2022inability to sell assets, or to sell assets at favorable times or prices \u2022default by a CCP or other significant market participant \u2022unanticipated outflows of cash or collateral \u2022unexpected loss of deposits or higher than anticipated draws on lending-related commitments, and \u2022lack of market or customer confidence in JPMorgan Chase or financial institutions in general."}
-{"_id": "JPM20230397", "title": "JPM deposits held by JPMorgan Chase and other financial institutions", "text": "A reduction in JPMorgan Chase\u2019s liquidity may be caused by events over which it has little or no control. For example, periods of market stress, low investor confidence and significant market illiquidity could result in higher funding costs for JPMorgan Chase and could limit its access to some of its traditional sources of liquidity."}
-{"_id": "JPM20230401", "title": "JPM deposits held by JPMorgan Chase and other financial institutions", "text": "JPMorgan Chase may need to raise funding from alternative sources if its access to stable and lower-cost sources of funding, such as deposits and borrowings from Federal Home Loan Banks, is reduced. Alternative sources of funding could be more expensive or limited in availability. JPMorgan Chase\u2019s funding costs could also be negatively affected by actions that JPMorgan Chase may take in order to: \u2022satisfy applicable liquidity coverage ratio and net stable funding ratio requirements \u2022address obligations under its resolution plan, or \u2022satisfy regulatory requirements in jurisdictions outside the U.S. relating to the pre-positioning of liquidity in subsidiaries that are material legal entities."}
-{"_id": "JPM20230402", "title": "JPM deposits held by JPMorgan Chase and other financial institutions", "text": "More generally, if JPMorgan Chase fails to effectively manage its liquidity, this could constrain its ability to fund or invest in its businesses and subsidiaries, and thereby adversely affect its results of operations."}
-{"_id": "JPM20230403", "title": "JPM deposits held by JPMorgan Chase and other financial institutions", "text": "JPMorgan Chase & Co. is a holding company and depends on the cash flows of its subsidiaries to make payments on its outstanding securities."}
-{"_id": "JPM20230404", "title": "JPM deposits held by JPMorgan Chase and other financial institutions", "text": "JPMorgan Chase & Co. is a holding company that holds the stock of JPMorgan Chase Bank, N.A. and an intermediate holding company, JPMorgan Chase Holdings LLC (the \u201cIHC\u201d). The IHC in turn generally holds the stock of JPMorgan Chase\u2019s subsidiaries other than JPMorgan Chase Bank, N.A. and its subsidiaries. The IHC also owns other assets and provides intercompany lending to the Parent Company."}
-{"_id": "JPM20230405", "title": "JPM deposits held by JPMorgan Chase and other financial institutions", "text": "The Parent Company is obligated to contribute to the IHC substantially all the net proceeds received from securities issuances (including issuances of senior and subordinated debt securities and of preferred and common stock)."}
-{"_id": "JPM20230406", "title": "JPM deposits held by JPMorgan Chase and other financial institutions", "text": "The ability of JPMorgan Chase Bank, N.A. and the IHC to make payments to the Parent Company is also"}
-{"_id": "JPM20230407", "title": "JPM deposits held by JPMorgan Chase and other financial institutions", "text": "limited. JPMorgan Chase Bank, N.A. is subject to regulatory restrictions on its dividend distributions, as well as capital adequacy requirements, such as the Supplementary Leverage Ratio (\u201cSLR\u201d), and liquidity requirements and other regulatory restrictions on its ability to make payments to the Parent Company. The IHC is prohibited from paying dividends or extending credit to the Parent Company if certain capital or liquidity thresholds are breached, or if limits are otherwise imposed by the Parent Company\u2019s management or Board of Directors."}
-{"_id": "JPM20230412", "title": "JPM deposits held by JPMorgan Chase and other financial institutions", "text": "As a result of these arrangements, the ability of the Parent Company to make various payments is dependent on its receiving dividends from JPMorgan Chase Bank, N.A. and dividends and borrowings from the IHC. These limitations could affect the Parent Company\u2019s ability to: \u2022pay interest on its debt securities \u2022pay dividends on its equity securities \u2022redeem or repurchase outstanding securities, and \u2022fulfill its other payment obligations."}
-{"_id": "JPM20230413", "title": "JPM deposits held by JPMorgan Chase and other financial institutions", "text": "These arrangements could also result in the Parent Company seeking protection under bankruptcy laws or otherwise entering into resolution proceedings at a time earlier than would have been the case absent the existence of the capital and liquidity thresholds to which JPMorgan Chase Bank, N.A. and the IHC are subject."}
-{"_id": "JPM20230414", "title": "JPM deposits held by JPMorgan Chase and other financial institutions", "text": "Reductions in JPMorgan Chase\u2019s credit ratings may adversely affect its liquidity and cost of funding."}
-{"_id": "JPM20230422", "title": "JPM deposits held by JPMorgan Chase and other financial institutions", "text": "JPMorgan Chase & Co. and certain of its principal subsidiaries are rated by credit rating agencies. Rating agencies evaluate general, firm-specific and industry-specific factors when determining credit ratings for a particular financial institution, including: \u2022expected future profitability \u2022risk management practices \u2022legal expenses \u2022ratings differentials between bank holding companies and their bank and non-bank subsidiaries \u2022regulatory developments \u2022assumptions about government support, and \u2022economic and geopolitical developments."}
-{"_id": "JPM20230424", "title": "JPM deposits held by JPMorgan Chase and other financial institutions", "text": "JPMorgan Chase closely monitors and manages, to the extent that it is able, factors that could influence its credit ratings. However, there is no assurance that JPMorgan Chase\u2019s credit ratings will not be downgraded in the future. Furthermore, any such downgrade could occur at times of broader market instability when JPMorgan Chase\u2019s options for responding to events may be more limited and general investor confidence is low."}
-{"_id": "JPM20230430", "title": "JPM Part I", "text": "A reduction in JPMorgan Chase\u2019s credit ratings could curtail JPMorgan Chase\u2019s business activities and reduce its profitability in a number of ways, including: \u2022reducing its access to capital markets \u2022materially increasing its cost of issuing and servicing securities \u2022triggering additional collateral or funding requirements, and \u2022decreasing the number of investors and counterparties that are willing or permitted to do business with or lend to JPMorgan Chase."}
-{"_id": "JPM20230431", "title": "JPM Part I", "text": "Any rating reduction could also increase the credit spreads charged by the market for taking credit risk on JPMorgan Chase & Co. and its subsidiaries. This could, in turn, adversely affect the value of debt and other obligations of JPMorgan Chase & Co. and its subsidiaries."}
-{"_id": "JPM20230433", "title": "JPM Capital", "text": "Maintaining the required level and composition of capital may impact JPMorgan Chase\u2019s ability to support business activities, meet evolving regulatory requirements and distribute capital to shareholders."}
-{"_id": "JPM20230437", "title": "JPM Capital", "text": "JPMorgan Chase is subject to various regulatory capital requirements, including leverage- and risk-based capital requirements. In addition, as a Global Systemically Important Bank (\u201cGSIB\u201d), JPMorgan Chase is required to hold additional capital buffers, including a GSIB surcharge, a Stress Capital Buffer (\u201cSCB\u201d), and a countercyclical buffer, each of which is reassessed at least annually. The amount of capital that JPMorgan Chase is required to hold in order to satisfy these leverage- and risk-based requirements could increase at any given time due to factors such as: \u2022actions by banking regulators, including changes in laws, rules, and regulations \u2022changes in the composition of JPMorgan Chase\u2019s balance sheet or developments that could increase RWA, such as increased market risk, customer delinquencies, client credit rating downgrades or other factors, and \u2022increases in estimated stress losses as determined by the Federal Reserve under the Comprehensive Capital Analysis and Review, which could increase JPMorgan Chase\u2019s SCB."}
-{"_id": "JPM20230442", "title": "JPM Capital", "text": "Any failure by or inability of JPMorgan Chase to maintain the required level and composition of capital, or unfavorable changes in applicable capital requirements, could have an adverse impact on JPMorgan Chase\u2019s shareholders, such as: \u2022reducing the amount of common stock that JPMorgan Chase is permitted to repurchase \u2022requiring the issuance of, or prohibiting the redemption of, capital instruments in a manner inconsistent with JPMorgan Chase\u2019s capital management strategy \u2022constraining the amount of dividends that may be paid on common stock, or \u2022curtailing JPMorgan Chase\u2019s business activities or operations."}
-{"_id": "JPM20230443", "title": "JPM Capital", "text": "Banking regulators have released a proposal to amend the Basel III risk-based capital framework which could significantly revise the risk-based capital requirements for banks with assets of $100 billion or more, including JPMorgan Chase. Uncertainty remains as to the manner in which these requirements will ultimately apply to JPMorgan Chase, however it is possible that these requirements could impact JPMorgan Chase\u2019s decisions concerning the business activities in which it will engage and its levels of capital distributions to its shareholders."}
-{"_id": "JPM20230445", "title": "JPM Operational", "text": "JPMorgan Chase\u2019s businesses are dependent on the effectiveness of internal and external operational systems."}
-{"_id": "JPM20230448", "title": "JPM Operational", "text": "JPMorgan Chase\u2019s businesses rely on the ability of JPMorgan Chase\u2019s financial, accounting, transaction execution, data processing and other operational systems to process, record, monitor and report a large number of transactions on a continuous basis, and to do so accurately, quickly and securely. In addition to proper design, installation, maintenance and training, the effective functioning of JPMorgan Chase\u2019s operational systems depends on: \u2022the quality of the information contained in those systems, as inaccurate, outdated, incomplete or corrupted data can significantly compromise the functionality or reliability of a particular system and other systems to which it transmits or from which it receives information, and \u2022JPMorgan Chase\u2019s ability to continue to maintain and upgrade its systems on a regular basis in line with technological advancements and evolving security requirements, carefully manage any changes introduced to its systems to maintain security and operational continuity, and adhere to all applicable legal and regulatory requirements, particularly in regions where JPMorgan Chase may face a heightened risk of malicious activity."}
-{"_id": "JPM20230450", "title": "JPM Operational", "text": "JPMorgan Chase has experienced and expects that it will continue to experience failures and disruptions in the stability of its operational systems, including degraded performance of data processing systems, data quality issues, disruptions of network connectivity and malfunctioning software, as well as disruptions in its ability to access and use the operational systems of third parties. These incidents have resulted in various negative effects for customers, including the inability to access account information or to make transactions through ATM, internet or mobile channels, the exfiltration of customer personal data, the recording of duplicative transactions and extended delays for customers requiring services from call"}
-{"_id": "JPM20230451", "title": "JPM Operational", "text": "centers. There can be no assurance that these and other types of operational failures or disruptions will not occur in the future."}
-{"_id": "JPM20230459", "title": "JPM Operational", "text": "JPMorgan Chase\u2019s ability to effectively manage the stability of its operational systems and infrastructure could be hindered by many factors, any of which could have a negative impact on JPMorgan Chase and its clients, customers and counterparties, including: \u2022JPMorgan Chase\u2019s ability to effectively maintain and upgrade systems and infrastructure can become more challenging as the speed, frequency, volume, interconnectivity and complexity of transactions continue to increase \u2022attempts by third parties to defraud JPMorgan Chase or its clients and customers are increasing, evolving and becoming more complex, and during periods of market disruption or economic uncertainty, these attempts can be expected to increase in volume \u2022errors made by JPMorgan Chase or another market participant, whether inadvertent or malicious, could cause widespread system disruption \u2022failure to detect weaknesses or shortcomings in operational systems in a timely manner \u2022isolated or seemingly insignificant errors in operational systems could compound, or migrate to other systems over time, to become larger issues \u2022disruptions in operational systems or in the ability of systems to communicate with each other could be caused by failures in synchronization or encryption software, or degraded performance of microprocessors, and \u2022attempts by third parties to block the use of key technology solutions by claiming that the use infringes on their intellectual property rights."}
-{"_id": "JPM20230460", "title": "JPM Operational", "text": "JPMorgan Chase also depends on its ability to access and use the operational systems of third parties, including its custodians, vendors (such as those that provide data and cloud computing services, and security and technology services) and other market participants (such as clearing and payment systems, CCPs and securities exchanges), and external operational systems with which JPMorgan is connected, whether directly or indirectly, can be sources of operational risk to JPMorgan Chase. JPMorgan Chase may be exposed not only to a systems failure or cyber attack that may be experienced by a vendor or market infrastructure with which JPMorgan Chase is directly connected, but also to a systems breakdown or cyber attack involving another party to which such a vendor or infrastructure is connected. Similarly, retailers, payment systems and processors, data aggregators and other external parties with which JPMorgan Chase\u2019s customers do business can increase JPMorgan Chase\u2019s operational risk. This is particularly the case where activities of customers or other parties are beyond JPMorgan Chase\u2019s security and control systems, including through the use of the internet,"}
-{"_id": "JPM20230461", "title": "JPM Operational", "text": "cloud computing services, and personal smart phones and other mobile devices or services."}
-{"_id": "JPM20230462", "title": "JPM Operational", "text": "If an external party obtains access to customer account data on JPMorgan Chase\u2019s systems, whether authorized or unauthorized, and that party misappropriates that data, this could result in negative outcomes for JPMorgan Chase and its clients and customers, including a heightened risk of fraudulent transactions using JPMorgan Chase\u2019s systems, losses from fraudulent transactions and reputational harm arising from the perception that JPMorgan Chase\u2019s systems may not be secure."}
-{"_id": "JPM20230463", "title": "JPM Operational", "text": "As JPMorgan Chase\u2019s interconnectivity with clients, customers and other external parties continues to expand, JPMorgan Chase increasingly faces the risk of operational failure or cyber attacks with respect to the systems of those parties. Security breaches affecting JPMorgan Chase\u2019s clients or customers, or systems breakdowns or failures, security breaches or human error or misconduct affecting other external parties, may require JPMorgan Chase to take steps to protect the integrity of its own operational systems or to safeguard confidential information, including restricting the access of customers to their accounts. These actions can increase JPMorgan Chase\u2019s operational costs and potentially diminish customer satisfaction and confidence in JPMorgan Chase."}
-{"_id": "JPM20230464", "title": "JPM Operational", "text": "Furthermore, the widespread and expanding interconnectivity among financial institutions, clearing banks, CCPs, payments processors, financial technology companies, securities exchanges, clearing houses and other financial market infrastructures increases the risk that the disruption of an operational system involving one institution or entity, including due to a cyber attack, may cause industry-wide operational disruptions that could materially affect JPMorgan Chase\u2019s ability to conduct business. In addition, the risks associated with the disruption of an operational system of a third party could be exacerbated to the extent that the services provided by that system are used by a significant number or proportion of market participants."}
-{"_id": "JPM20230469", "title": "JPM Operational", "text": "The ineffectiveness, failure or other disruption of operational systems upon which JPMorgan Chase depends, including due to a systems malfunction, cyber incident or other systems failure, could result in unfavorable ripple effects in the financial markets and for JPMorgan Chase and its clients and customers, including: \u2022delays or other disruptions in providing services, including the provision of liquidity or information to clients and customers \u2022impairment of JPMorgan Chase\u2019s ability to execute transactions, including delays or failures in the confirmation or settlement of transactions or in obtaining access to funds or other assets required for settlement \u2022the possibility that funds transfers, capital markets trades or other transactions are executed erroneously"}
-{"_id": "JPM20230477", "title": "JPM Part I", "text": " \u2022financial losses, including due to loss-sharing requirements of CCPs, payment systems or other market infrastructures, or as possible restitution to clients and customers \u2022higher operational costs associated with replacing services provided by a system that has experienced a failure or other disruption \u2022limitations on JPMorgan Chase's ability to collect data needed for its business and operations \u2022loss of confidence in the ability of JPMorgan Chase, or financial institutions generally, to protect against and withstand operational disruptions \u2022dissatisfaction among JPMorgan Chase\u2019s clients or customers \u2022significant exposure to litigation and regulatory fines, penalties or other sanctions, and \u2022harm to JPMorgan Chase\u2019s reputation."}
-{"_id": "JPM20230478", "title": "JPM Part I", "text": "If JPMorgan Chase\u2019s operational systems, or those of acquired businesses or of external parties on which JPMorgan Chase\u2019s businesses depend, are unable to meet the requirements of JPMorgan Chase\u2019s businesses and operations or bank regulatory standards, or if they fail or have other significant shortcomings, JPMorgan Chase could be materially and adversely affected."}
-{"_id": "JPM20230479", "title": "JPM Part I", "text": "A successful cyber attack affecting JPMorgan Chase could cause significant harm to JPMorgan Chase and its clients and customers."}
-{"_id": "JPM20230486", "title": "JPM Part I", "text": "JPMorgan Chase experiences numerous cyber attacks on its computer systems, software, networks and other technology assets on a daily basis from various actors, including groups acting on behalf of hostile countries, cyber-criminals, \u201chacktivists\u201d (i.e., individuals or groups that use technology to promote a political agenda or social change) and others. These cyber attacks can take many forms, including attempts to introduce computer viruses or malicious code, which are commonly referred to as \u201cmalware,\u201d into JPMorgan Chase\u2019s systems. These attacks are often designed to: \u2022obtain unauthorized access to confidential information belonging to JPMorgan Chase or its clients, customers, counterparties or employees \u2022manipulate data \u2022destroy data or systems with the aim of rendering services unavailable \u2022disrupt, sabotage or degrade service on JPMorgan Chase\u2019s systems \u2022steal money, or \u2022extort money through the use of so-called \u201cransomware.\u201d"}
-{"_id": "JPM20230490", "title": "JPM Part I", "text": "JPMorgan Chase also experiences: \u2022distributed denial-of-service attacks intended to disrupt JPMorgan Chase\u2019s websites, including those that provide online banking and other services, \u2022a higher volume and complexity of cyber attacks against the backdrop of heightened geopolitical tensions, and \u2022a high volume of disruptions to internet-based services used by JPMorgan Chase that are provided by third parties."}
-{"_id": "JPM20230491", "title": "JPM Part I", "text": "JPMorgan Chase has experienced security breaches due to cyber attacks in the past, and it is inevitable that additional breaches will occur in the future. Any such breach could result in serious and harmful consequences for JPMorgan Chase or its clients and customers."}
-{"_id": "JPM20230496", "title": "JPM Part I", "text": "A principal reason that JPMorgan Chase cannot provide absolute security against cyber attacks is that it may not always be possible to anticipate, detect or recognize threats to JPMorgan Chase\u2019s systems, or to implement effective preventive measures against all breaches because: \u2022the techniques used in cyber attacks evolve frequently and are increasingly sophisticated, and therefore may not be recognized until launched or may go undetected for extended periods \u2022cyber attacks can originate from a wide variety of sources, including JPMorgan Chase\u2019s own employees, cyber-criminals, hacktivists, well-resourced groups linked to terrorist organizations or hostile nation-states that can sustain malicious activities for extended periods, or third parties whose objective is to disrupt the operations of financial institutions more generally \u2022JPMorgan Chase does not have control over the cybersecurity of the systems of the large number of clients, customers, counterparties and third-party service providers with which it does business, and \u2022it is possible that a third party, after establishing a foothold on an internal network without being detected, may gain access to other networks and systems."}
-{"_id": "JPM20230502", "title": "JPM Part I", "text": "The risk of a security breach due to a cyber attack could increase in the future due to factors such as: \u2022JPMorgan Chase\u2019s ongoing expansion of its mobile banking and other internet-based product offerings and its internal use of internet-based products and applications, including those that use cloud computing services \u2022advances in artificial intelligence, such as the use of machine learning and generative artificial intelligence by malicious actors to develop more advanced social engineering attacks, including targeted phishing attacks \u2022the inability to maintain the security of information transmitted by JPMorgan Chase due to advances in quantum computing that may counteract or nullify existing information protections, and \u2022the acquisition and integration of new businesses."}
-{"_id": "JPM20230503", "title": "JPM Part I", "text": "In addition, a third party could misappropriate confidential information obtained by intercepting signals or communications from mobile devices used by JPMorgan Chase\u2019s employees."}
-{"_id": "JPM20230512", "title": "JPM Part I", "text": "The dynamic nature of the cyber threat landscape necessitates continuous enhancement and adaptation of cybersecurity controls. Failure to discover or address known vulnerabilities or shortcomings in cybersecurity controls, or to prioritize or complete enhancements to address them, in each case in a timely manner, may leave JPMorgan Chase vulnerable to cyber attacks, potentially resulting in data breaches, financial losses, reputational damage and regulatory penalties, including the failure to prioritize or complete enhancements relating to: \u2022preventing unauthorized access and protecting against the misuse of access, including the maintenance and enhancement of controls related to secure software development practices and identity and access management, such as those relating to the management of administrative access to systems \u2022detecting, escalating and addressing effectively and in a timely manner any vulnerabilities that may be present either in internally-developed software or externally-provided software or services, including vulnerabilities that could allow attackers to exploit unknown security flaws in software and hardware (\u201czero-day vulnerabilities\u201d) \u2022enhancing early detection of attacks against third-party vendors, including attacks targeting vulnerabilities in third-party open-source software, in support of the secure development and maintenance of internal systems \u2022maintaining and enhancing controls related to technology asset management and inventory systems to prevent the risk of undetected vulnerabilities that could undermine JPMorgan Chase\u2019s ability to operate an effective control process \u2022upgrading the coverage and capabilities of systems and controls to protect JPMorgan Chase and its clients and customers from the impact of distributed denial-of-service attacks, or to recover from outages that could be caused by a malware or ransomware attack \u2022strengthening network security and management of outbound connections to reduce the risk of data loss \u2022identifying, assessing and mitigating insider threat activities that could lead to the misuse of JPMorgan Chase\u2019s systems or client and customer information, and \u2022integrating acquired businesses where system integration may be complex or may require extensive and lengthy remediation or enhancement of controls."}
-{"_id": "JPM20230524", "title": "JPM Part I", "text": "A successful penetration or circumvention of the security of JPMorgan Chase\u2019s systems or the systems of a vendor, governmental body or another market participant could cause serious negative consequences, including: \u2022significant disruption of JPMorgan Chase\u2019s operations and those of its clients, customers and counterparties, including losing access to operational systems \u2022misappropriation of confidential information of JPMorgan Chase or that of its clients, customers, counterparties, employees or regulators \u2022disruption of or damage to JPMorgan Chase\u2019s systems and those of its clients, customers and counterparties \u2022the inability, or extended delays in the ability, to fully recover and restore data that has been stolen, manipulated or destroyed, or the inability to prevent systems from processing fraudulent transactions \u2022demands that JPMorgan Chase pay a ransom to a malicious actor that has perpetrated a cybersecurity breach \u2022unintended violations by JPMorgan Chase of applicable privacy and other laws \u2022financial loss to JPMorgan Chase or to its clients, customers, counterparties or employees \u2022loss of confidence in JPMorgan Chase\u2019s cybersecurity and business resiliency measures \u2022dissatisfaction among JPMorgan Chase\u2019s clients, customers or counterparties \u2022significant exposure to litigation and regulatory fines, penalties or other sanctions, and \u2022harm to JPMorgan Chase\u2019s reputation."}
-{"_id": "JPM20230525", "title": "JPM Part I", "text": "The extent of a particular cyber attack, the methods and tools used by various actors, and the steps that JPMorgan Chase may need to take to investigate the attack may not be immediately clear, and it may take a significant amount of time before such an investigation can be completed. While such an investigation is ongoing, JPMorgan Chase may not necessarily know the full extent of the harm caused by the cyber attack, and that damage may continue to spread. These factors may inhibit JPMorgan Chase\u2019s ability to provide rapid, full and reliable information about the cyber attack to its clients, customers, counterparties and regulators, as well as the public. Furthermore, it may not be clear how best to contain and remediate the harm caused by the cyber attack, and certain errors or actions could be repeated or compounded before they are discovered and remediated. Any or all of these factors could further increase the costs and consequences of a cyber attack."}
-{"_id": "JPM20230526", "title": "JPM Part I", "text": "JPMorgan Chase can be negatively affected if it fails to identify and address operational risks associated with the introduction of or changes to products, services and delivery platforms or the adoption of new technologies."}
-{"_id": "JPM20230528", "title": "JPM Part I", "text": "When JPMorgan Chase launches a new product or service, introduces a new platform for the delivery or distribution of products or services (including mobile connectivity, electronic trading and cloud computing), acquires or invests in a business, makes changes to an existing product, service"}
-{"_id": "JPM20230537", "title": "JPM Part I", "text": "or delivery platform, or adopts a new technology, it may not fully appreciate or identify new operational risks that may arise from those changes, including increased reliance on third party providers, or may fail to implement adequate controls to mitigate the risks associated with those changes. Any significant failure in this regard could diminish JPMorgan Chase\u2019s ability to operate one or more of its businesses or result in: \u2022potential liability to clients, counterparties and customers \u2022higher compliance and operational cost \u2022higher litigation costs, including regulatory fines, penalties and other sanctions \u2022damage to JPMorgan Chase\u2019s reputation \u2022impairment of JPMorgan Chase\u2019s liquidity \u2022regulatory intervention, or \u2022weaker competitive standing."}
-{"_id": "JPM20230538", "title": "JPM Part I", "text": "Any of the foregoing consequences could materially and adversely affect JPMorgan Chase\u2019s businesses and results of operations."}
-{"_id": "JPM20230539", "title": "JPM Part I", "text": "JPMorgan Chase\u2019s business and operations rely on its ability, and the ability of key external parties, to maintain appropriately-staffed workforces, and on the competence, trustworthiness, health and safety of employees."}
-{"_id": "JPM20230546", "title": "JPM Part I", "text": "JPMorgan Chase\u2019s ability to operate its businesses efficiently and profitably, to offer products and services that meet the expectations of its clients and customers, and to maintain an effective risk management framework is highly dependent on its ability to staff its operations appropriately and on the competence, trustworthiness, health and safety of its employees. JPMorgan Chase's businesses and operations similarly rely on the workforces of third parties, including employees of vendors, custodians and financial markets infrastructures, and of businesses that it may seek to acquire. JPMorgan Chase\u2019s businesses could be materially and adversely affected by: \u2022the ineffective implementation of business decisions \u2022any failure to institute controls that appropriately address risks associated with business activities, or to appropriately train employees with respect to those risks and controls \u2022staffing shortages, particularly in tight labor markets \u2022the possibility that significant portions of JPMorgan Chase\u2019s workforce are unable to work effectively, including because of illness, quarantines, shelter-in-place arrangements, government actions or other restrictions in connection with health emergencies, the spread of infectious diseases, epidemics or pandemics, or due to extraordinary events beyond JPMorgan Chase\u2019s control such as natural disasters or an outbreak or escalation of hostilities \u2022a significant operational breakdown or failure, theft, fraud or other unlawful conduct, or \u2022other negative outcomes caused by human error or misconduct by an employee of JPMorgan Chase or of another party on which JPMorgan Chase\u2019s businesses or operations rely."}
-{"_id": "JPM20230547", "title": "JPM Part I", "text": "JPMorgan Chase\u2019s operations could also be impaired if the measures taken by it or by governmental authorities to protect the health and safety of its employees are ineffective, or if any external party on which JPMorgan Chase relies fails to take appropriate and effective actions to protect the health and safety of its employees."}
-{"_id": "JPM20230548", "title": "JPM Part I", "text": "JPMorgan Chase faces substantial legal and operational risks in the processing and safeguarding of personal information."}
-{"_id": "JPM20230549", "title": "JPM Part I", "text": "JPMorgan Chase\u2019s businesses and operations are subject to complex and evolving laws, rules and regulations, both within and outside the U.S., governing the privacy and protection of personal information of individuals. Governmental authorities around the world have adopted and are considering the adoption of numerous legislative and regulatory initiatives concerning privacy, data protection and security. Litigation or enforcement actions relating to these laws, rules and regulations could result in"}
-{"_id": "JPM20230550", "title": "JPM Part I", "text": "fines or orders requiring that JPMorgan Chase change its data-related practices, which could have an adverse effect on JPMorgan Chase\u2019s ability to provide products and otherwise harm its business operations."}
-{"_id": "JPM20230555", "title": "JPM Part I", "text": "Implementing processes relating to JPMorgan Chase\u2019s collection, use, sharing and storage of personal information to comply with all applicable laws, rules and regulations in all relevant jurisdictions, including where the laws of different jurisdictions are in conflict, can: \u2022increase JPMorgan Chase\u2019s compliance and operating costs \u2022hinder the development of new products or services, curtail the offering of existing products or services, or affect how products and services are offered to clients and customers \u2022demand significant oversight by JPMorgan Chase\u2019s management, and \u2022require JPMorgan Chase to structure its businesses, operations and systems in less efficient ways."}
-{"_id": "JPM20230559", "title": "JPM Part I", "text": "Not all of JPMorgan Chase\u2019s clients, customers, vendors, counterparties and other external parties may have appropriate controls in place to protect the confidentiality, integrity or availability of the information exchanged between them and JPMorgan Chase, particularly where information is transmitted by electronic means. JPMorgan Chase could be exposed to litigation or regulatory fines, penalties or other sanctions if personal information of clients, customers, employees or others were to be mishandled or misused, such as situations where such information is: \u2022erroneously provided to parties who are not permitted to have the information, or \u2022intercepted or otherwise compromised by unauthorized third parties."}
-{"_id": "JPM20230560", "title": "JPM Part I", "text": "Concerns regarding the effectiveness of JPMorgan Chase\u2019s measures to safeguard personal information, or the perception that those measures are inadequate, could cause JPMorgan Chase to lose existing or potential clients and customers or employees, and thereby reduce JPMorgan Chase\u2019s revenues. Furthermore, any failure or perceived failure by JPMorgan Chase to comply with applicable privacy or data protection laws, rules and regulations, or any failure to appropriately calibrate, manage and monitor access by employees or third parties to personal information, could subject JPMorgan Chase to inquiries, examinations and investigations that could result in requirements to modify or cease certain operations or practices, significant liabilities or regulatory fines, penalties or other sanctions. Any of these could damage JPMorgan Chase\u2019s reputation and otherwise adversely affect its businesses."}
-{"_id": "JPM20230561", "title": "JPM Part I", "text": "In recent years, well-publicized incidents involving the inappropriate collection, use, sharing or storage of personal information have led to expanded governmental scrutiny of practices relating to the processing or safeguarding of personal information by companies in the U.S. and other countries. That scrutiny has in some cases resulted in, and could in the future lead to, the adoption of stricter laws, rules and regulations relating to the collection, use, sharing and storage of personal information. These types of laws, rules and regulations can prohibit or significantly restrict financial services firms such as JPMorgan Chase from transferring information across national borders or sharing information among affiliates or with third parties such as vendors, thereby increase compliance costs and operational risk, or restrict JPMorgan Chase\u2019s use of personal information when developing or offering products or services to customers. Some countries are considering or have adopted legislation implementing data protection requirements or requiring local storage and processing of data which could increase the cost and complexity of JPMorgan Chase\u2019s delivery of products and services. These restrictions could also inhibit JPMorgan Chase\u2019s development or marketing of certain products or services, or increase the costs of offering them to customers."}
-{"_id": "JPM20230562", "title": "JPM Part I", "text": "JPMorgan Chase\u2019s operations, results and reputation could be harmed by occurrences of extraordinary events beyond its control."}
-{"_id": "JPM20230573", "title": "JPM Part I", "text": "JPMorgan Chase\u2019s business and operational systems could be seriously disrupted, and its reputation could be harmed, by events or contributing factors that are wholly or partially beyond its control, including material instances of: \u2022cyber attacks \u2022security breaches of its physical premises, including threats to health and safety \u2022power, telecommunications or internet outages, or shutdowns of mass transit \u2022failure of, or loss of access to, technology or operational systems, including any resulting loss of critical data \u2022damage to or loss of property or assets of JPMorgan Chase or third parties, and any consequent injuries, including in connection with any construction projects undertaken by JPMorgan Chase \u2022effects of climate change \u2022natural disasters or severe weather conditions \u2022accidents such as explosions or structural failures \u2022health emergencies, the spread of infectious diseases, epidemics or pandemics, or \u2022events arising from local or larger-scale civil or political unrest, any outbreak or escalation of hostilities, or terrorist acts."}
-{"_id": "JPM20230574", "title": "JPM Part I", "text": "JPMorgan Chase maintains a Firmwide resiliency program that is designed to enable it to prepare for, adapt to, withstand and recover from business disruptions that may impact critical business functions and supporting assets, including staff, technology, third party service providers and facilities, in the event of a business disruption, including due to the occurrence of an extraordinary event beyond its control. There can be no assurance that JPMorgan Chase\u2019s resiliency plans will fully mitigate all potential business resiliency risks to JPMorgan Chase, its clients, and customers and third parties with which it does business, or that its resiliency plans will be adequate to address the effects of simultaneous occurrences of multiple business disruption events. In addition, JPMorgan Chase\u2019s ability to respond effectively to a business disruption event could be hampered to the extent that the members of its workforce, physical assets or systems and other support infrastructure needed to address the event are geographically dispersed, or conversely, if such an event were to occur in an area in which they are concentrated. Further, should extraordinary events or the factors that cause or contribute to those events become more chronic, the disruptive effects of those events on JPMorgan Chase\u2019s business and operations, and on its clients, customers, counterparties and employees, could become more significant and long-lasting."}
-{"_id": "JPM20230579", "title": "JPM Part I", "text": "Any significant failure or disruption of JPMorgan Chase\u2019s operations or operational systems, or the occurrence of one or more extraordinary events that are beyond its control, could: \u2022hinder JPMorgan Chase\u2019s ability to provide services to its clients and customers or to transact with its counterparties \u2022require it to expend significant resources to correct the failure or disruption or to address the event \u2022cause it to incur losses or liabilities, including from loss of revenue, damage to or loss of property, or injuries"}
-{"_id": "JPM20230583", "title": "JPM Part I", "text": " \u2022disrupt market infrastructure systems on which JPMorgan Chase\u2019s businesses rely \u2022expose it to litigation or regulatory fines, penalties or other sanctions, and \u2022harm its reputation."}
-{"_id": "JPM20230584", "title": "JPM Part I", "text": "The occurrence of one or more extraordinary events could also negatively impact the financial condition or creditworthiness of JPMorgan Chase\u2019s clients and customers, and could lead to an increase in delinquencies, additions to the allowance for credit losses and higher net charge-offs, which can reduce JPMorgan Chase\u2019s earnings."}
-{"_id": "JPM20230585", "title": "JPM Part I", "text": "JPMorgan Chase\u2019s acquisition of certain assets and liabilities of First Republic Bank may not result in all of the benefits anticipated."}
-{"_id": "JPM20230591", "title": "JPM Part I", "text": "On May 1, 2023, JPMorgan Chase Bank, N.A. acquired certain assets and assumed certain liabilities of First Republic Bank from the FDIC (the \u201cFirst Republic acquisition\u201d). Actual results associated with the First Republic acquisition may differ from the anticipated positive results, including with respect to: \u2022the settlement of the final purchase price \u2022the total cost of integration \u2022the time required to complete the integration \u2022the overall performance of the assets and liabilities acquired in the First Republic acquisition, or \u2022an improved price for JPMorgan Chase\u2019s common stock."}
-{"_id": "JPM20230592", "title": "JPM Part I", "text": "Integration of an acquired business can be complex and costly, and involves the combination of relevant accounting and data processing systems and management controls, as well as managing relevant relationships with employees, clients, suppliers and other business partners. The integration process could result in the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies that could adversely affect JPMorgan Chase\u2019s ability to maintain relationships with clients and customers. In addition, the loss of key employees in connection with the First Republic acquisition could adversely affect JPMorgan Chase\u2019s ability to successfully conduct its business."}
-{"_id": "JPM20230593", "title": "JPM Part I", "text": "JPMorgan Chase could also incur unanticipated costs or losses in connection with the First Republic acquisition, including if JPMorgan Chase fails to comply with the conditions of the shared-loss agreements with the FDIC related to certain loans and lending-related commitments, which could diminish the coverage of the credit losses these agreements are designed to provide."}
-{"_id": "JPM20230594", "title": "JPM Part I", "text": "Enhanced regulatory and other standards for the oversight of vendors and other service providers can result in higher costs and other potential exposures."}
-{"_id": "JPM20230595", "title": "JPM Part I", "text": "JPMorgan Chase must comply with enhanced regulatory and other standards associated with doing business with vendors and other service providers, including standards"}
-{"_id": "JPM20230601", "title": "JPM Part I", "text": "relating to the outsourcing of functions as well as the performance of significant banking and other functions by subsidiaries. JPMorgan Chase incurs significant costs and expenses in connection with its initiatives to address the risks associated with oversight of its internal and external service providers. JPMorgan Chase\u2019s failure to appropriately assess and manage these relationships, especially those involving significant banking functions, shared services or other critical activities, could materially adversely affect JPMorgan Chase. Specifically, any such failure could result in: \u2022potential harm to clients and customers, and any liability associated with that harm \u2022regulatory fines, penalties or other sanctions \u2022lower revenues, and the opportunity cost from lost revenues \u2022increased operational costs, or \u2022harm to JPMorgan Chase\u2019s reputation."}
-{"_id": "JPM20230602", "title": "JPM Part I", "text": "JPMorgan Chase\u2019s risk management framework and control environment may not be effective in identifying and mitigating every risk to JPMorgan Chase."}
-{"_id": "JPM20230612", "title": "JPM Part I", "text": "Any inadequacy or lapse in JPMorgan Chase\u2019s risk management framework, governance structure, practices, models or reporting systems, or in its control environment could expose it to unexpected losses, and its financial condition or results of operations could be materially and adversely affected. Any such inadequacy or lapse could: \u2022hinder the timely escalation of material risk issues to JPMorgan Chase\u2019s senior management and Board of Directors \u2022lead to business decisions that have negative outcomes for JPMorgan Chase \u2022require significant resources and time to remediate \u2022lead to non-compliance with laws, rules and regulations \u2022attract heightened regulatory scrutiny \u2022expose JPMorgan Chase to litigation, regulatory investigations or regulatory fines, penalties or other sanctions \u2022lead to potential harm to customers and clients, and any liability associated with that harm \u2022harm its reputation, or \u2022otherwise diminish confidence in JPMorgan Chase."}
-{"_id": "JPM20230614", "title": "JPM Part I", "text": "JPMorgan Chase relies on data to assess its various risk exposures. Any deficiencies in the accuracy, timeliness or completeness of data, or the effectiveness of JPMorgan Chase\u2019s data gathering, analysis and validation processes could result in ineffective risk management practices. These deficiencies could also result in inaccurate or untimely risk reporting."}
-{"_id": "JPM20230615", "title": "JPM Part I", "text": "Many of JPMorgan Chase\u2019s risk management strategies and techniques consider historical market behavior and to some degree are based on management\u2019s subjective judgment or assumptions. For example, many models used by JPMorgan Chase are based on assumptions regarding historical correlations among prices of various asset classes or other market indicators. In times of market stress, including difficult or less liquid market environments, or in the event of other unforeseen circumstances, previously uncorrelated indicators may become correlated. Conversely, previously-correlated indicators may become uncorrelated at those times. Sudden market movements and unanticipated market or economic movements could, in some circumstances, limit the effectiveness of JPMorgan Chase\u2019s risk management strategies, causing it to incur losses."}
-{"_id": "JPM20230616", "title": "JPM Part I", "text": "JPMorgan Chase could recognize unexpected losses, its capital levels could be reduced and it could face greater regulatory scrutiny if its models, estimations or judgments, including those used in its financial statements, are inadequate or incorrect."}
-{"_id": "JPM20230617", "title": "JPM Part I", "text": "JPMorgan Chase has developed and uses a variety of models and other analytical and judgment-based estimations to measure, monitor and implement controls over its market, credit, capital, liquidity, operational and other risks. JPMorgan Chase also uses internal models and estimations as a basis for its stress testing and in connection with the preparation of its financial statements under U.S. generally accepted accounting principles (\u201cU.S. GAAP\u201d)."}
-{"_id": "JPM20230625", "title": "JPM Part I", "text": "These models and estimations are based on a variety of assumptions and historical trends, and are periodically reviewed and modified as necessary. The models and estimations that JPMorgan Chase uses, including those that use machine learning, artificial intelligence or quantum computing, may not be effective in all cases to identify, observe and mitigate risk due to a variety of factors, such as: \u2022reliance on historical trends that may not persist in the future, including assumptions underlying the models and estimations such as correlations among certain market indicators or asset prices \u2022inherent limitations associated with forecasting uncertain economic and financial outcomes \u2022historical trend information may be incomplete, or may not be indicative of severely negative market conditions such as extreme volatility, dislocation or lack of liquidity \u2022sudden illiquidity in markets or declines in prices of certain loans and securities may make it more difficult to value certain financial instruments \u2022technology that is introduced to run models or estimations may not perform as expected, or may not be well understood by the personnel using the technology \u2022models and estimations may contain erroneous data, valuations, formulas or algorithms, and \u2022review processes may fail to detect flaws in models and estimations."}
-{"_id": "JPM20230626", "title": "JPM Part I", "text": "JPMorgan Chase may experience unexpected losses if models, estimates or judgments used or applied in connection with its risk management activities or the preparation of its financial statements are inadequate or incorrect. For example, where quoted market prices are not available for certain financial instruments that require a determination of their fair value, JPMorgan Chase may make fair value determinations based on internally developed models or other means which ultimately rely to some degree on management estimates and judgment. In addition, JPMorgan Chase may experience increased uncertainty in its estimates if assets acquired differ from those used to develop those models, which may lead to unexpected losses."}
-{"_id": "JPM20230627", "title": "JPM Part I", "text": "Similarly, JPMorgan Chase establishes an allowance for expected credit losses related to its credit exposures which requires significant judgments, including forecasts of how macroeconomic conditions might impair the ability of JPMorgan Chase\u2019s clients and customers to repay their loans or other obligations. These types of estimates and judgments may not prove to be accurate due to a variety of factors, including when the current and forecasted environments are significantly different from the historical environments upon which the models were developed. The increased uncertainty may necessitate a greater degree of judgment and analytics to inform any adjustments that JPMorgan Chase may make to model outputs than would otherwise be the case."}
-{"_id": "JPM20230628", "title": "JPM Part I", "text": "Some of the models and other analytical and judgment-based estimations used by JPMorgan Chase in managing risks are subject to review by, and require the approval of, JPMorgan Chase\u2019s regulators. These reviews are required before JPMorgan Chase may use those models and estimations for calculating market risk RWA, credit risk RWA and operational risk RWA under Basel III. If JPMorgan Chase\u2019s models or estimations are not approved by its regulators, it may be subject to higher capital charges, which could adversely affect its financial results or limit the ability to expand its businesses."}
-{"_id": "JPM20230629", "title": "JPM Part I", "text": "Lapses in controls over disclosure or financial reporting could materially affect JPMorgan Chase\u2019s profitability or reputation."}
-{"_id": "JPM20230630", "title": "JPM Part I", "text": "JPMorgan Chase\u2019s businesses and operations are subject to complex and evolving laws, rules and regulations, both within and outside the U.S., requiring continuous enhancements to various disclosures in its financial statements and regulatory reports."}
-{"_id": "JPM20230639", "title": "JPM Part I", "text": "There can be no assurance that JPMorgan Chase\u2019s disclosure controls and procedures will be effective in every circumstance, or that a material weakness or significant deficiency in internal control over financial reporting will not occur. Any such lapses or deficiencies could result in inaccurate financial reporting which, in turn, could: Part I \u2022materially and adversely affect JPMorgan Chase\u2019s business and results of operations or financial condition \u2022restrict its ability to access the capital markets \u2022require it to expend significant resources to correct the lapses or deficiencies \u2022expose it to litigation or regulatory fines, penalties or other sanctions \u2022harm its reputation, or \u2022otherwise diminish investor confidence in JPMorgan Chase."}
-{"_id": "JPM20230641", "title": "JPM Strategic", "text": "If JPMorgan Chase\u2019s management fails to develop and execute effective business strategies, and to anticipate changes affecting those strategies, JPMorgan Chase\u2019s competitive standing and results could suffer."}
-{"_id": "JPM20230648", "title": "JPM Strategic", "text": "JPMorgan Chase\u2019s business strategies significantly affect its competitive standing and operations. These strategies relate to: \u2022the products and services that JPMorgan Chase offers \u2022the geographies in which it operates \u2022the types of clients and customers that it serves \u2022the businesses that it acquires or in which it invests \u2022the counterparties with which it does business, and \u2022the methods, distribution channels and third party service providers by or through which it offers products and services."}
-{"_id": "JPM20230649", "title": "JPM Strategic", "text": "If management makes choices about these strategies and goals that prove to be incorrect, are based on incomplete, inaccurate or fraudulent information, do not accurately assess the competitive landscape and industry trends, or fail to address changing regulatory and market environments or the expectations of clients, customers, investors, employees and other stakeholders, then the franchise values and growth prospects of JPMorgan Chase\u2019s businesses may suffer and its earnings could decline."}
-{"_id": "JPM20230653", "title": "JPM Strategic", "text": "JPMorgan Chase\u2019s growth prospects also depend on management\u2019s ability to develop and execute effective business plans to address these strategic priorities, both in the near term and over longer time horizons. Management\u2019s effectiveness in this regard will affect JPMorgan Chase\u2019s ability to develop and enhance its resources, control expenses and return capital to shareholders. Each of these objectives could be adversely affected by any failure on the part of management to: \u2022devise effective business plans and strategies \u2022offer products and services that meet changing expectations of clients and customers \u2022allocate capital in a manner that promotes long-term stability to enable JPMorgan Chase to build and invest in"}
-{"_id": "JPM20230660", "title": "JPM market-leading businesses, even in a highly stressed environment", "text": " \u2022allocate capital appropriately due to imprecise modeling or subjective judgments made in connection with those allocations \u2022appropriately assess and monitor principal investments made to enhance or accelerate JPMorgan Chase's business strategies \u2022conduct appropriate due diligence on prospective business acquisitions or investments, or effectively integrate newly-acquired businesses \u2022appropriately address concerns of clients, customers, investors, employees and other stakeholders, including with respect to climate and other ESG matters \u2022react quickly to changes in market conditions or market structures, or \u2022develop and enhance the operational, technology, risk, financial and managerial resources necessary to grow and manage JPMorgan Chase\u2019s businesses."}
-{"_id": "JPM20230661", "title": "JPM market-leading businesses, even in a highly stressed environment", "text": "Furthermore, JPMorgan Chase may incur costs in connection with disposing of excess properties, premises and facilities, and those costs could be material to its results of operations."}
-{"_id": "JPM20230662", "title": "JPM market-leading businesses, even in a highly stressed environment", "text": "JPMorgan Chase faces significant and increasing competition in the rapidly evolving financial services industry."}
-{"_id": "JPM20230668", "title": "JPM market-leading businesses, even in a highly stressed environment", "text": "JPMorgan Chase operates in a highly competitive environment in which it must evolve and adapt to changes in financial regulation, technological advances, increased public scrutiny and changes in economic conditions. JPMorgan Chase expects that competition in the U.S. and global financial services industry will continue to be intense. Competitors include: \u2022other banks and financial institutions \u2022trading, advisory and investment management firms \u2022finance companies \u2022technology companies, and \u2022other non-bank firms that are engaged in providing similar as well as new products and services."}
-{"_id": "JPM20230669", "title": "JPM market-leading businesses, even in a highly stressed environment", "text": "JPMorgan Chase cannot provide assurance that the significant competition in the financial services industry will not materially and adversely affect its future results of operations. For example, aggressive or less disciplined lending practices by non-bank competitors could lead to a loss of market share for traditional banks, and in an economic downturn could result in instability in the financial services industry and adversely impact other market participants, including JPMorgan Chase."}
-{"_id": "JPM20230671", "title": "JPM market-leading businesses, even in a highly stressed environment", "text": "New competitors in the financial services industry continue to emerge. For example, technological advances and the growth of e-commerce have made it possible for non-"}
-{"_id": "JPM20230672", "title": "JPM market-leading businesses, even in a highly stressed environment", "text": "depository institutions to offer products and services that traditionally were banking products. These advances have also allowed financial institutions and other companies to provide electronic and internet-based financial solutions, including electronic securities and cryptocurrency trading, lending and other extensions of credit to consumers, payments processing and online automated algorithmic-based investment advice. Furthermore, both financial institutions and their non-banking competitors face the risk that payments processing and other products and services, including deposits and other traditional banking products, could be significantly disrupted by the use of new technologies, such as cryptocurrencies and other applications using secure distributed ledgers, that may not require intermediation. New technologies have required and could require JPMorgan Chase to spend more to modify or adapt its products to attract and retain clients and customers or to match products and services offered by its competitors, including technology companies. In addition, new technologies may be used by customers, or breached or infiltrated by third parties, in unexpected ways, which can increase JPMorgan Chase\u2019s costs for complying with laws, rules and regulations that apply to the offering of products and services through those technologies and reduce the income that JPMorgan Chase earns from providing products and services through those technologies."}
-{"_id": "JPM20230673", "title": "JPM market-leading businesses, even in a highly stressed environment", "text": "Ongoing or increased competition may put pressure on the pricing for JPMorgan Chase\u2019s products and services or may cause JPMorgan Chase to lose market share, particularly with respect to traditional banking products. This competition may be based on quality and variety of products and services offered, transaction execution, innovation, reputation and price. The failure of any of JPMorgan Chase\u2019s businesses to meet the expectations of clients and customers, whether due to general market conditions, under-performance, a decision not to offer a particular product or service, changes in client and customer expectations or other factors, could affect JPMorgan Chase\u2019s ability to attract or retain clients and customers. Any such impact could, in turn, reduce JPMorgan Chase\u2019s revenues. Increased competition also may require JPMorgan Chase to make additional capital investments in its businesses, or to extend more of its capital on behalf of its clients to remain competitive."}
-{"_id": "JPM20230674", "title": "JPM market-leading businesses, even in a highly stressed environment", "text": "The effects of climate change could adversely affect JPMorgan Chase\u2019s business and operations, both directly and as a result of impacts on its clients and customers."}
-{"_id": "JPM20230675", "title": "JPM market-leading businesses, even in a highly stressed environment", "text": "JPMorgan Chase operates in many regions, countries and communities around the world where its business, and the activities of its clients and customers, could be adversely affected by climate change. Climate change could manifest as a financial risk to JPMorgan Chase either through changes in the physical climate or from the process of transitioning to a low-carbon economy. Both physical risks and transition risks associated with climate change could have negative impacts on the financial condition or"}
-{"_id": "JPM20230676", "title": "JPM market-leading businesses, even in a highly stressed environment", "text": "creditworthiness of JPMorgan\u2019s clients and customers, and on its exposure to those clients and customers."}
-{"_id": "JPM20230681", "title": "JPM market-leading businesses, even in a highly stressed environment", "text": "Physical risks include the increased frequency or severity of acute weather events, such as floods, wildfires and tropical cyclones, and chronic shifts in the climate, such as persistent changes in precipitation levels, rising sea levels, or increases in average ambient temperature. Potential adverse impacts of climate-related physical risks include: \u2022declines in asset values, including due to the destruction or degradation of property \u2022reduced availability or increased cost of insurance for clients of JPMorgan Chase \u2022interruptions to business operations, including supply chain disruption, and \u2022population migration or unemployment in affected regions."}
-{"_id": "JPM20230687", "title": "JPM market-leading businesses, even in a highly stressed environment", "text": "Transition risks arise from societal adjustment to a low-carbon economy, such as changes in public policy, adoption of new technologies or changes in consumer preferences towards low-carbon goods and services. These risks could also be influenced by changes in the physical climate. Potential adverse impacts of transition risks include: \u2022sudden devaluation of assets, including unanticipated write-downs (\u201cstranded assets\u201d) \u2022increased operational and compliance costs driven by changes in climate policy \u2022increased energy costs driven by governmental actions and initiatives such as emission pricing and accelerated decarbonization policies \u2022negative consequences to business models, and the need to make changes in response to those consequences, and \u2022damage to JPMorgan Chase\u2019s reputation, including due to any perception that its business practices are contrary to public policy or the preferences of different stakeholders."}
-{"_id": "JPM20230688", "title": "JPM market-leading businesses, even in a highly stressed environment", "text": "Climate risks can also arise from inconsistencies and conflicts in the manner in which climate policy and financial regulations are implemented in the many regions where JPMorgan Chase operates, including initiatives to apply and enforce policy and regulation with extraterritorial effect. Additionally, internal models and estimations used in climate risk assessments have an increased level of uncertainty due to limited historical trend information and the absence of standardized, reliable and comprehensive greenhouse gas emissions data, which could lead to inaccurate disclosures or financial reporting."}
-{"_id": "JPM20230691", "title": "JPM Conduct", "text": "Conduct failure by JPMorgan Chase employees can harm clients and customers, impact market integrity, damage JPMorgan Chase\u2019s reputation and trigger litigation and regulatory action."}
-{"_id": "JPM20230693", "title": "JPM Part I", "text": "JPMorgan Chase\u2019s employees interact with clients, customers, counterparties and other market and industry participants, and with each other, every day. All employees are expected to demonstrate values and exhibit the behaviors that are an integral part of JPMorgan Chase\u2019s Code of Conduct and Business Principles, including JPMorgan Chase\u2019s commitment to \u201cdo first class business in a first class way.\u201d JPMorgan Chase endeavors to embed conduct risk management throughout an employee\u2019s life cycle, including recruiting, onboarding, training and development, and performance management. Conduct risk management is also an integral component of JPMorgan Chase\u2019s promotion and compensation processes."}
-{"_id": "JPM20230694", "title": "JPM Part I", "text": "Notwithstanding these expectations, policies and practices, certain employees have engaged in improper or illegal conduct in the past. These instances of misconduct have resulted in litigation, and resolutions of governmental investigations or enforcement actions involving consent orders, deferred prosecution agreements, non-prosecution agreements and other civil or criminal sanctions. There is no assurance that further inappropriate or unlawful actions by employees have not occurred or will not occur, lead to a violation of the terms of these resolutions (and associated consequences), or that any such actions will always be detected, deterred or prevented."}
-{"_id": "JPM20230705", "title": "JPM Part I", "text": "JPMorgan Chase\u2019s reputation could be harmed, and collateral consequences could result, from a failure by one or more employees to conduct themselves in accordance with JPMorgan Chase\u2019s expectations, policies and practices, including by acting in ways that harm clients, customers, other market participants, employees or others. Some examples of this include: \u2022improperly selling and marketing JPMorgan Chase\u2019s products or services \u2022engaging in insider trading, market manipulation or unauthorized trading \u2022engaging in improper or fraudulent behavior in connection with government relief programs \u2022facilitating a transaction where a material objective is to achieve a particular tax, accounting or financial disclosure treatment that may be subject to scrutiny by governmental or regulatory authorities, or where the proposed treatment is unclear or may not reflect the economic substance of the transaction \u2022failing to fulfill fiduciary obligations or other duties owed to clients or customers \u2022violating antitrust or anti-competition laws by colluding with other market participants \u2022using electronic communications channels that have not been approved by JPMorgan Chase \u2022engaging in discriminatory behavior or harassment with respect to clients, customers or employees, or acting contrary to JPMorgan Chase\u2019s goal of fostering a diverse and inclusive workplace \u2022managing or reporting risks in ways that subordinate JPMorgan Chase\u2019s risk appetite to business performance goals or employee compensation objectives, and \u2022misappropriating property, confidential or proprietary information, or technology assets belonging to JPMorgan Chase, its clients and customers or third parties."}
-{"_id": "JPM20230713", "title": "JPM Part I", "text": "The consequences of any failure by one or more employees to conduct themselves in accordance with JPMorgan Chase\u2019s expectations, policies or practices could include litigation, or regulatory or other governmental investigations or enforcement actions. Any of these proceedings or actions could result in judgments, settlements, fines, penalties or other sanctions, or lead to: \u2022financial losses \u2022increased operational and compliance costs \u2022greater scrutiny by regulators and other parties \u2022regulatory actions that require JPMorgan Chase to restructure, curtail or cease certain of its activities \u2022the need for significant oversight by JPMorgan Chase\u2019s management \u2022loss of clients or customers, and \u2022harm to JPMorgan Chase\u2019s reputation."}
-{"_id": "JPM20230714", "title": "JPM Part I", "text": "The foregoing risks could be heightened with respect to newly-acquired businesses if JPMorgan Chase fails to successfully integrate employees of those businesses or any of those employees do not conduct themselves in accordance with JPMorgan Chase's expectations, policies and practices."}
-{"_id": "JPM20230716", "title": "JPM Reputation", "text": "Damage to JPMorgan Chase\u2019s reputation could harm its businesses."}
-{"_id": "JPM20230729", "title": "JPM Reputation", "text": "Maintaining trust in JPMorgan Chase is critical to its ability to attract and retain clients, customers, investors and employees. Damage to JPMorgan Chase\u2019s reputation can therefore cause significant harm to JPMorgan Chase\u2019s business and prospects, and can arise from numerous sources, including: \u2022employee misconduct, including discriminatory behavior or harassment with respect to clients, customers or employees, or actions that are contrary to JPMorgan Chase\u2019s goal of fostering a diverse and inclusive workplace \u2022security breaches, including as a result of cyber attacks \u2022failure to safeguard client, customer or employee information \u2022failure to manage risks associated with its client relationships, or with transactions or business activities in which JPMorgan Chase or its clients engage, including transactions or activities that may be unpopular among one or more constituencies \u2022failure to meet publicly-announced commitments to support ESG initiatives \u2022non-compliance with laws, rules, and regulations \u2022operational failures \u2022litigation or regulatory fines, penalties or other sanctions \u2022actions taken in executing regulatory and governmental requirements during a global or regional health emergency, spread of infectious disease, epidemic or pandemic \u2022regulatory investigations or enforcement actions, or resolutions of these matters, and \u2022failure or perceived failure to comply with laws, rules or regulations by JPMorgan Chase or its clients, customers, counterparties or other parties, including newly-acquired businesses, companies in which JPMorgan Chase has made principal investments, parties to joint ventures with JPMorgan Chase, and vendors with which JPMorgan Chase does business."}
-{"_id": "JPM20230730", "title": "JPM Reputation", "text": "JPMorgan Chase\u2019s reputation may be significantly damaged by adverse publicity or negative information regarding JPMorgan Chase, whether or not true, that may be published or broadcast by the media or posted on social media, non-mainstream news services or other parts of the internet, or that may be disseminated through disinformation campaigns targeted at JPMorgan Chase. This latter risk can be magnified by the speed and pervasiveness with which information is disseminated through those channels."}
-{"_id": "JPM20230733", "title": "JPM Reputation", "text": "Social and environmental activists have been increasingly targeting JPMorgan Chase and other financial services firms with public criticism concerning their business practices, including business relationships with clients that are engaged in certain sensitive industries, such as companies: \u2022whose products are or are perceived to be harmful to human health, or \u2022whose activities negatively affect or are perceived to negatively affect the environment, workers\u2019 rights or communities."}
-{"_id": "JPM20230734", "title": "JPM Reputation", "text": "Activists have also taken actions intended to change or influence JPMorgan Chase\u2019s business practices with respect to ESG matters, including public protests at JPMorgan Chase\u2019s headquarters and other properties, and submitting specific ESG-related proposals for a vote by JPMorgan Chase\u2019s shareholders."}
-{"_id": "JPM20230735", "title": "JPM Reputation", "text": "In addition, JPMorgan Chase and other companies have been and continue to be criticized by activists, politicians and other members of the public concerning positions taken with respect to matters of public policy. These criticisms can be more widespread during election years in various jurisdictions, and could have the effect of focusing attention on a company such as JPMorgan Chase as part of a wider public debate on public policy matters."}
-{"_id": "JPM20230741", "title": "JPM Reputation", "text": "These and other types of criticism and actions directed at JPMorgan Chase could potentially engender dissatisfaction among clients, customers, investors, employees, government officials and other stakeholders. In all of these cases, JPMorgan Chase\u2019s reputation and its business and results of operations could be harmed by: \u2022greater scrutiny from governmental or regulatory bodies, or further criticism from politicians and other members of the public \u2022unfavorable coverage or commentary in the media, including through social media campaigns \u2022certain clients and customers ceasing doing business with JPMorgan Chase, and encouraging others to do so \u2022impairment of JPMorgan Chase\u2019s ability to attract new clients and customers, to expand its relationships with existing clients and customers, or to hire or retain employees, or \u2022certain investors opting to divest from investments in securities of JPMorgan Chase."}
-{"_id": "JPM20230744", "title": "JPM Reputation", "text": "Actions by the financial services industry generally or individuals in the industry can also affect JPMorgan Chase\u2019s reputation. For example, the reputation of the industry as a whole can be damaged by concerns that: \u2022consumers have been treated unfairly by a financial institution, or \u2022a financial institution has acted inappropriately with respect to the methods used to offer products to customers."}
-{"_id": "JPM20230745", "title": "JPM Reputation", "text": "If JPMorgan Chase is perceived to have engaged in these types of behaviors, this could weaken its reputation among clients or customers, employees or other stakeholders."}
-{"_id": "JPM20230746", "title": "JPM Reputation", "text": "Failure to effectively manage potential conflicts of interest or to satisfy fiduciary obligations can result in litigation and enforcement actions, as well as damage JPMorgan Chase\u2019s reputation."}
-{"_id": "JPM20230751", "title": "JPM Reputation", "text": "JPMorgan Chase\u2019s ability to manage potential conflicts of interest is highly complex due to the broad range of its business activities which encompass a variety of transactions, obligations and interests with and among JPMorgan Chase\u2019s clients and customers. JPMorgan Chase can become subject to litigation, enforcement actions, and heightened regulatory scrutiny, and its reputation can be damaged, by the failure or perceived failure to: \u2022adequately address or appropriately disclose conflicts of interest, including potential conflicts of interest that may arise in connection with providing multiple products and services in, or having one or more investments related to, the same transaction \u2022identify and address any conflict of interest that a third party with which it is does business may have with respect to a transaction involving JPMorgan Chase \u2022deliver appropriate standards of service and quality"}
-{"_id": "JPM20230756", "title": "JPM Part I", "text": " \u2022treat clients and customers fairly and with the appropriate standard of care \u2022use client and customer data responsibly and in a manner that meets legal requirements and regulatory expectations \u2022provide fiduciary products or services in accordance with the applicable legal and regulatory standards, or \u2022handle or use confidential information of customers or clients appropriately and in compliance with applicable data protection and privacy laws, rules and regulations."}
-{"_id": "JPM20230757", "title": "JPM Part I", "text": "A failure or perceived failure to appropriately address conflicts of interest or fiduciary obligations could result in customer dissatisfaction, litigation and regulatory fines, penalties or other sanctions, and heightened regulatory scrutiny and enforcement actions, all of which can lead to lost revenue and higher operating costs and cause serious harm to JPMorgan Chase\u2019s reputation."}
-{"_id": "JPM20230759", "title": "JPM Country", "text": "An outbreak or escalation of hostilities between countries or within a country or region could have a material adverse effect on the global economy and on JPMorgan Chase\u2019s businesses within the affected region or globally."}
-{"_id": "JPM20230767", "title": "JPM Country", "text": "Aggressive actions by hostile governments or groups, including armed conflict or intensified cyber attacks, could expand in unpredictable ways by drawing in other countries or escalating into full-scale war with potentially catastrophic consequences, particularly if one or more of the combatants possess nuclear weapons. Depending on the scope of the conflict, the hostilities could result in: \u2022worldwide economic disruption \u2022heightened volatility in financial markets \u2022severe declines in asset values, accompanied by widespread sell-offs of investments \u2022sudden increases in prices in the energy and commodity markets or for certain safe haven currencies \u2022substantial depreciation of local currencies, potentially leading to defaults by borrowers and counterparties in the affected region \u2022disruption of global trade, and \u2022diminished consumer, business and investor confidence."}
-{"_id": "JPM20230768", "title": "JPM Country", "text": "Any of the above consequences could have significant negative effects on JPMorgan Chase\u2019s operations and earnings, both in the countries or regions directly affected by the hostilities or globally. Further, if the U.S. were to become directly involved in such a conflict, this could lead to a curtailment of any operations that JPMorgan Chase may have in the affected countries or region, as well as in any nation that is aligned against the U.S. in the hostilities. JPMorgan Chase could also experience more numerous and aggressive cyber attacks launched by or under the"}
-{"_id": "JPM20230769", "title": "JPM Country", "text": "sponsorship of one or more of the adversaries in such a conflict."}
-{"_id": "JPM20230770", "title": "JPM Country", "text": "JPMorgan Chase\u2019s business and operations in certain countries can be adversely affected by local economic, political, regulatory and social factors."}
-{"_id": "JPM20230776", "title": "JPM Country", "text": "Some of the countries in which JPMorgan Chase conducts business have economies or markets that are less developed and more volatile or may have political, legal and regulatory regimes that are less established or predictable than other countries in which JPMorgan Chase operates. In addition, in some jurisdictions in which JPMorgan Chase conducts business, the local economy and business activities are subject to substantial government influence or control. Some of these countries have in the past experienced economic disruptions, including: \u2022extreme currency fluctuations \u2022high inflation \u2022low or negative growth \u2022defaults or reduced ability to service sovereign debt and \u2022increased fraud or other misrepresentation of value."}
-{"_id": "JPM20230780", "title": "JPM Country", "text": "The governments in these countries have sometimes reacted to these developments by imposing restrictive policies that adversely affect the local and regional business environment, such as: \u2022price, capital or exchange controls, including imposition of punitive transfer and convertibility restrictions or forced currency exchange \u2022expropriation or nationalization of assets or confiscation of property, including intellectual property, and \u2022changes in laws, rules and regulations."}
-{"_id": "JPM20230781", "title": "JPM Country", "text": "The impact of these actions could be accentuated in trading markets that are smaller, less liquid and more volatile than more-developed markets. These types of government actions can negatively affect JPMorgan Chase\u2019s operations in the relevant country, either directly or by suppressing the business activities of local clients or multi-national clients that conduct business in the jurisdiction."}
-{"_id": "JPM20230790", "title": "JPM Country", "text": "In addition, emerging markets countries, as well as more developed countries, have been susceptible to unfavorable social developments arising from poor economic conditions or governmental actions, including: \u2022widespread demonstrations, civil unrest or general strikes \u2022crime and corruption \u2022security and personal safety issues \u2022an outbreak or escalation of hostilities, or other geopolitical instabilities \u2022overthrow of incumbent governments \u2022terrorist attacks, and \u2022other forms of internal discord."}
-{"_id": "JPM20230791", "title": "JPM Country", "text": "These economic, political, regulatory and social developments have in the past resulted in, and in the future could lead to, conditions that can adversely affect JPMorgan Chase\u2019s operations in those countries and impair the revenues, growth and profitability of those operations. In addition, any of these events or circumstances in one country can affect JPMorgan Chase\u2019s operations and investments in another country or countries, including in the U.S."}
-{"_id": "JPM20230793", "title": "JPM People", "text": "JPMorgan Chase\u2019s ability to attract and retain qualified and diverse employees is critical to its success."}
-{"_id": "JPM20230796", "title": "JPM People", "text": "JPMorgan Chase\u2019s employees are its most important resource, and in many areas of the financial services industry, competition for qualified personnel is intense. JPMorgan Chase endeavors to attract talented and diverse new employees and retain, develop and motivate its existing employees. JPMorgan Chase's efforts to hire and retain talented and diverse employees could be hindered by factors such as: \u2022the emerging need for more-skilled workers in an evolving labor and workplace environment, including due to changes in technology, and \u2022targeted recruitment of JPMorgan Chase employees by competitors."}
-{"_id": "JPM20230797", "title": "JPM People", "text": "If JPMorgan Chase were unable to continue to attract or retain qualified and diverse employees, including successors to the Chief Executive Officer, members of the Operating Committee and other senior leaders, JPMorgan Chase\u2019s performance, including its competitive position, could be materially and adversely affected."}
-{"_id": "JPM20230798", "title": "JPM People", "text": "JPMorgan Chase\u2019s use of hybrid work models could result in deterioration in employee performance or degradation of JPMorgan Chase's control environment which may have a material and adverse effect on its business and operations. Alternatively, discontinuing hybrid work models could harm JPMorgan Chase\u2019s ability to attract and retain employees."}
-{"_id": "JPM20230799", "title": "JPM People", "text": "Unfavorable changes in immigration or travel policies could adversely affect JPMorgan Chase\u2019s businesses and operations."}
-{"_id": "JPM20230800", "title": "JPM People", "text": "JPMorgan Chase relies on the skills, knowledge and expertise of employees located throughout the world. Changes in immigration or travel policies in the U.S. and other countries that unduly restrict or otherwise make it more difficult for employees or their family members to work in, or travel to or transfer between, jurisdictions in which JPMorgan Chase has operations or conducts its business could inhibit JPMorgan Chase\u2019s ability to attract and retain qualified employees, and thereby dilute the quality of its workforce, or could prompt JPMorgan Chase to make structural changes to its worldwide or regional operating models that cause its operations to be less efficient or more costly."}
-{"_id": "JPM20230802", "title": "JPM Legal", "text": "JPMorgan Chase faces significant legal risks from litigation and formal and informal regulatory and government investigations."}
-{"_id": "JPM20230803", "title": "JPM Legal", "text": "JPMorgan Chase is named as a defendant or is otherwise involved in many legal proceedings, including class actions, derivative actions and other litigation or disputes with third parties, as well as criminal proceedings. Actions currently pending against JPMorgan Chase may result in judgments, settlements, fines, penalties or other sanctions adverse to JPMorgan Chase. Any of these matters could materially and adversely affect JPMorgan Chase\u2019s business, financial condition or results of operations, or cause serious reputational harm. As a participant in the financial services industry, it is likely that JPMorgan Chase will continue to experience a high level of litigation and regulatory and government investigations related to its businesses and operations."}
-{"_id": "JPM20230804", "title": "JPM Legal", "text": "Regulators and other government agencies conduct examinations of JPMorgan Chase and its subsidiaries both on a routine basis and in targeted exams, and JPMorgan Chase\u2019s businesses and operations are subject to heightened regulatory oversight. This heightened regulatory scrutiny, or the results of such an investigation or examination, may lead to additional regulatory investigations or enforcement actions. There is no assurance that those actions will not result in resolutions or other enforcement actions against JPMorgan Chase. Furthermore, a single event involving a potential violation of law or regulation may give rise to numerous and overlapping investigations and proceedings, either by multiple federal, state or local agencies and officials in the U.S. or, in some instances, regulators and other governmental officials in non-U.S. jurisdictions."}
-{"_id": "JPM20230805", "title": "JPM Legal", "text": "If another financial institution violates a law or regulation relating to a particular business activity or practice, this will often give rise to an investigation by regulators and other governmental agencies of the same or similar activity or practice by JPMorgan Chase."}
-{"_id": "JPM20230807", "title": "JPM Legal", "text": "These and other initiatives by U.S. and non-U.S. governmental authorities may subject JPMorgan Chase to judgments, settlements, fines, penalties or other sanctions, and may require JPMorgan Chase to restructure its operations and activities or to cease offering certain products or services. All of these potential outcomes could harm JPMorgan Chase\u2019s reputation or lead to higher operational costs, thereby reducing JPMorgan Chase\u2019s profitability, or result in collateral consequences. In addition, the extent of JPMorgan Chase\u2019s exposure to legal and regulatory matters can be unpredictable and could, in some cases, exceed the amount of reserves that JPMorgan Chase has established for those matters."}
-{"_id": "JPM20230810", "title": "JPM Unresolved Staff Comments", "text": "None."}
-{"_id": "JPM20230812", "title": "JPM Cybersecurity", "text": "Refer to the Operational Risk Management section of Management\u2019s discussion and analysis on pages 147\u2013150 for a discussion of cybersecurity risk."}
-{"_id": "JPM20230814", "title": "JPM Properties", "text": "JPMorgan Chase\u2019s headquarters is located in New York City at 383 Madison Avenue, a 47-story office building that it owns. The demolition of the Firm's former headquarters at 270 Park Avenue in New York City was completed in 2021, and construction of a new headquarters on the same site continues."}
-{"_id": "JPM20230842", "title": "JPM Properties", "text": "The Firm owned or leased facilities in the following locations at December 31, 2023. December 31, 2023 (in millions)##Approximate square footage United States(a)## New York City, New York## 383 Madison Avenue, New York, New York##1.1 All other New York City locations##5.9 Total New York City, New York##7.0 Other U.S. locations## Columbus/Westerville, Ohio##3.5 Chicago, Illinois##2.7 Dallas/Plano/Fort Worth, Texas##2.5 Wilmington/Newark, Delaware##2.2 Houston, Texas##1.6 Jersey City, New Jersey##1.4 Phoenix/Tempe, Arizona##1.3 All other U.S. locations##34.5 Total United States##56.7 Europe, the Middle East and Africa (\u201cEMEA\u201d)## 25 Bank Street, London, U.K.##1.4 All other U.K. locations##2.4 All other EMEA locations##1.5 Total EMEA##5.3 Asia-Pacific, Latin America and Canada## India##5.8 Philippines##1.7 All other locations##2.8 Total Asia-Pacific, Latin America and Canada##10.3 Total##72.3"}
-{"_id": "JPM20230843", "title": "JPM Properties", "text": "(a)At December 31, 2023, the Firm owned or leased 4,897 retail branches in 48 states and Washington D.C."}
-{"_id": "JPM20230844", "title": "JPM Properties", "text": "The premises and facilities occupied by JPMorgan Chase are collectively used across all of the Firm\u2019s business segments and for corporate purposes. JPMorgan Chase continues to evaluate its current and projected space requirements and may determine from time to time that certain of its properties (including the premises and facilities noted"}
-{"_id": "JPM20230845", "title": "JPM Properties", "text": "above) are no longer necessary for its operations. There is no assurance that the Firm will be able to dispose of any such excess properties, premises or facilities, or that it will not incur costs in connection with such dispositions. Such disposition costs may be material to the Firm\u2019s results of operations in a given period. Refer to the Consolidated Results of Operations on pages 54\u201357 for information on occupancy expense."}
-{"_id": "JPM20230847", "title": "JPM Legal Proceedings", "text": "Refer to Note 30 for a description of the Firm\u2019s material legal proceedings."}
-{"_id": "JPM20230850", "title": "JPM Mine Safety Disclosures", "text": "Not applicable."}
-{"_id": "JPM20230851", "title": "JPM Mine Safety Disclosures", "text": "Market for Registrant\u2019s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities"}
-{"_id": "JPM20230853", "title": "JPM Market for registrant\u2019s common equity", "text": "JPMorgan Chase\u2019s common stock is listed and traded on the New York Stock Exchange. Refer to \u201cFive-year stock performance,\u201d on page 47 for a comparison of the cumulative total return for JPMorgan Chase common stock with the comparable total return of the S&P 500 Index, the KBW Bank Index and the S&P Financials Index over the five-year period ended December 31, 2023."}
-{"_id": "JPM20230854", "title": "JPM Market for registrant\u2019s common equity", "text": "Refer to Capital actions in the Capital Risk Management section of Management\u2019s discussion and analysis on page 99 for information on the common dividend payout ratio. Refer to Note 21 and Note 26 for a discussion of restrictions on dividend payments. On January 31, 2024, there were 204,357 holders of record of JPMorgan Chase common stock. Refer to Part III, Item 12 on page 39 for information regarding securities authorized for issuance under the Firm\u2019s employee share-based incentive plans."}
-{"_id": "JPM20230856", "title": "JPM Repurchases under the common share repurchase program", "text": "Refer to Capital actions in the Capital Risk Management section of Management\u2019s discussion and analysis on page 99 for information regarding repurchases under the Firm\u2019s common share repurchase program."}
-{"_id": "JPM20230857", "title": "JPM Repurchases under the common share repurchase program", "text": "Effective May 1, 2022, the Firm is authorized to purchase up to $30 billion under its common share repurchase program previously approved by the Board of Directors, which was announced on April 13, 2022."}
-{"_id": "JPM20230867", "title": "JPM Repurchases under the common share repurchase program", "text": "Shares repurchased pursuant to the common share repurchase program during 2023 were as follows. Year ended December 31, 2023##Total number of shares of common stock repurchased####Average price paid per share of common stock(a)####Aggregate purchase price of common stock repurchases  (in millions)(a)####Dollar value of remaining authorized repurchase (in millions)(a)(b) First quarter##21,995,253##$##133.67##$##2,940##$##26,693 Second quarter##16,711,299####137.20####2,293####24,400 Third quarter##15,608,838####151.46####2,364####22,036 October##5,533,418####143.44####794####21,242 November##5,173,068####148.50####768####20,474 December##4,527,383####163.15####739####19,735 Fourth quarter##15,233,869####151.02####2,301####19,735 Full year##69,549,259##$##142.31##$##9,898##$##19,735"}
-{"_id": "JPM20230868", "title": "JPM Repurchases under the common share repurchase program", "text": "(a)Excludes excise tax and commissions. As part of the Inflation Reduction Act of 2022, a 1% excise tax was imposed on net share repurchases effective January 1, 2023."}
-{"_id": "JPM20230869", "title": "JPM Repurchases under the common share repurchase program", "text": "(b)Represents the amount remaining under the $30 billion repurchase program."}
-{"_id": "JPM20230871", "title": "JPM Reserved", "text": "Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations"}
-{"_id": "JPM20230872", "title": "JPM Reserved", "text": "Management\u2019s discussion and analysis of financial condition and results of operations, entitled \u201cManagement\u2019s discussion and analysis,\u201d appears on pages 48\u2013161. Such information should be read in conjunction with the Consolidated Financial Statements and Notes thereto, which appear on pages 166\u2013309."}
-{"_id": "JPM20230875", "title": "JPM Quantitative and Qualitative Disclosures About Market Risk", "text": "Refer to the Market Risk Management section of Management\u2019s discussion and analysis on pages 135\u2013143 for a discussion of quantitative and qualitative disclosures about market risk."}
-{"_id": "JPM20230878", "title": "JPM Financial Statements and Supplementary Data", "text": "The Consolidated Financial Statements, together with the Notes thereto and the report thereon dated February 16, 2024, of PricewaterhouseCoopers LLP, the Firm\u2019s independent registered public accounting firm (PCAOB ID 238), appear on pages 163\u2013309."}
-{"_id": "JPM20230879", "title": "JPM Financial Statements and Supplementary Data", "text": "The \u201cGlossary of Terms and Acronyms\u2019\u2019 is included on pages 315-321."}
-{"_id": "JPM20230880", "title": "JPM Financial Statements and Supplementary Data", "text": "Changes in and Disagreements With Accountants on Accounting and Financial Disclosure"}
-{"_id": "JPM20230881", "title": "JPM Financial Statements and Supplementary Data", "text": "None."}
-{"_id": "JPM20230883", "title": "JPM Controls and Procedures", "text": "The internal control framework promulgated by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d), \u201cInternal Control \u2014 Integrated Framework\u201d (\u201cCOSO 2013\u201d), provides guidance for designing, implementing and conducting internal control and assessing its effectiveness. The Firm used the COSO 2013 framework to assess the effectiveness of the Firm\u2019s internal control over financial reporting as of December 31, 2023. Refer to \u201cManagement\u2019s report on internal control over financial reporting\u201d on page 162."}
-{"_id": "JPM20230884", "title": "JPM Controls and Procedures", "text": "As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of the Firm\u2019s management, including its Chairman and Chief Executive Officer and its Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, the Chairman and Chief Executive Officer and the Chief Financial Officer concluded that these disclosure controls and procedures were effective. Refer to Exhibits 31.1 and 31.2 for the Certifications furnished by the Chairman and Chief Executive Officer and Chief Financial Officer, respectively."}
-{"_id": "JPM20230885", "title": "JPM Controls and Procedures", "text": "The Firm is committed to maintaining high standards of internal control over financial reporting. Nevertheless, because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Deficiencies or lapses in internal controls may occur from time to time, and there can be no assurance that any such deficiencies will not result in significant deficiencies or material weaknesses in internal control in the future and collateral consequences therefrom. Refer to \u201cManagement\u2019s report on internal control over financial reporting\u201d on page 162 for further information."}
-{"_id": "JPM20230886", "title": "JPM Controls and Procedures", "text": "On May 1, 2023, the Firm acquired certain assets and assumed certain liabilities of First Republic Bank from the FDIC. The Firm has included internal controls over these acquired assets and assumed liabilities in its evaluation of"}
-{"_id": "JPM20230888", "title": "JPM Controls and Procedures", "text": "the effectiveness of disclosure controls and procedures. Otherwise, there was no change in the Firm\u2019s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that occurred during the three months ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, the Firm\u2019s internal control over financial reporting."}
-{"_id": "JPM20230895", "title": "JPM Director and executive officer trading arrangements", "text": "The following table provides information concerning Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934) adopted in the fourth quarter of 2023 by any director or any executive officer who is subject to the filing requirements of Section 16 of the Securities Exchange Act of 1934. These trading arrangements are intended to satisfy the affirmative defense of Rule 10b5-1(c). Certain of the Firm's directors and executive officers may participate in employee stock purchase plans, 401(k) plans or dividend reinvestment plans of the Firm that have been designed to comply with Rule 10b5-1(c). No non-Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934) were adopted by any director or executive officer during the fourth quarter of 2023. Additionally, no Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were terminated by any director or executive officer in the fourth quarter of 2023. Name##Title##Adoption date##Duration(b)##Aggregate number of shares to be sold Lori Beer##Chief Information Officer##November 13, 2023##November 13, 2023 - May 17, 2024##7,840 James Dimon(a)##Chairman and CEO##October 26, 2023##October 26, 2023 - August 23, 2024##1,000,000 Stacey Friedman##General Counsel##November 7, 2023##November 7, 2023 - May 17, 2024##6,030"}
-{"_id": "JPM20230896", "title": "JPM Director and executive officer trading arrangements", "text": "(a)Transaction by trusts of which Mr. Dimon has either a direct or indirect pecuniary interest."}
-{"_id": "JPM20230897", "title": "JPM Director and executive officer trading arrangements", "text": "(b)Sales under the trading arrangement will not commence until completion of the required cooling off period under Rule 10b5-1. Subject to compliance with Rule 10b5-1, duration could cease earlier than the final date shown above to the extent that the aggregate number of shares to be sold under the trading arrangement have been sold."}
-{"_id": "JPM20230899", "title": "JPM Iran threat reduction disclosure", "text": "Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r)"}
-{"_id": "JPM20230900", "title": "JPM Iran threat reduction disclosure", "text": "to the Securities Exchange Act of 1934, an issuer is required to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities designated pursuant to certain Executive Orders. Disclosure may be required even where the activities, transactions or dealings were conducted in compliance with applicable law. Except as set forth below, as of the date of this report, the Firm is not aware of any other activity, transaction or dealing by any of its affiliates during the quarter ended December 31, 2023 that requires disclosure under Section 219."}
-{"_id": "JPM20230901", "title": "JPM Iran threat reduction disclosure", "text": "A client of a fund distributor, who had invested the equivalent of approximately USD 1,400 in a fund managed by a non-US subsidiary of the Firm in September 2023, was subsequently designated by the Office of Foreign Assets Control as a Specially Designated National under 31 C.F.R. Part 544. Following the identification of this designation, the client of the fund distributor fully redeemed their investment in October 2023 for the equivalent of approximately USD 1,400. The Firm did not receive a transaction fee and calculates the management fee attributable to this investment to be less than USD 0.01. The Firm does not intend to engage in such transactions in the future."}
-{"_id": "JPM20230904", "title": "JPM Disclosure regarding Foreign Jurisdictions that Prevent Inspections", "text": "Not applicable."}
-{"_id": "JPM20230921", "title": "JPM Executive officers of the registrant", "text": " ##Age## Name##(at December 31, 2023)##Positions and offices James Dimon##67##Chairman of the Board since December 2006 and Chief Executive Officer since December 2005. Ashley Bacon##54##Chief Risk Officer since June 2013. Jeremy Barnum##51##Chief Financial Officer since May 2021, prior to which he was Head of Global Research for the Corporate & Investment Bank since February 2021. He previously served as Chief Financial Officer of the Corporate & Investment Bank from July 2013 until February 2021. Lori A. Beer##56##Chief Information Officer since September 2017. Mary Callahan Erdoes##56##Chief Executive Officer of Asset & Wealth Management since September 2009. Stacey Friedman##55##General Counsel since January 2016. Marianne Lake(a)##54##Co-Chief Executive Officer of Consumer & Community Banking since May 2021, prior to which she had been Chief Executive Officer of Consumer Lending since May 2019. She was Chief Financial Officer from January 2013 until May 2019. Robin Leopold##59##Head of Human Resources since January 2018. Douglas B. Petno##58##Chief Executive Officer of Commercial Banking since January 2012. Jennifer A. Piepszak(a)##53##Co-Chief Executive Officer of Consumer & Community Banking since May 2021, prior to which she had been Chief Financial Officer since May 2019. She previously served as Chief Executive Officer for Card Services from February 2017 until May 2019. Daniel E. Pinto(a)##61##President and Chief Operating Officer since January 2022 and Chief Executive Officer of the Corporate & Investment Bank since March 2014, having previously served as Co-President and Co-Chief Operating Officer since January 2018. Peter L. Scher##62##Vice Chairman since March 2021. He previously served as Chairman of the Mid-Atlantic Region from February 2015 until December 2022 and Head of Corporate Responsibility from April 2011 until September 2021."}
-{"_id": "JPM20230922", "title": "JPM Executive officers of the registrant", "text": "Unless otherwise noted, during the five fiscal years ended December 31, 2023, all of JPMorgan Chase\u2019s above-named executive officers have continuously held senior-level positions with JPMorgan Chase. There are no family relationships among the foregoing executive officers. Information to be provided in Items 10, 11, 12, 13 and 14 of this 2023 Form 10-K and not otherwise included herein is incorporated by reference to the Firm\u2019s Definitive Proxy Statement for its 2024 Annual Meeting of Stockholders to be held on May 21, 2024, which will be filed with the SEC within 120 days of the end of the Firm\u2019s fiscal year ended December 31, 2023."}
-{"_id": "JPM20230924", "title": "JPM Executive officers of the registrant", "text": "(a)On January 25, 2024, the Firm announced new responsibilities for certain executives: Ms. Piepszak, along with Troy Rohrbaugh, the Firm\u2019s Co-Head of Markets and Securities Services, became Co-Chief Executive Officers of the expanded Commercial & Investment Bank; Mr. Pinto continues as the Firm\u2019s President and Chief Operating Officer but is no longer Chief Executive Officer of the former Corporate & Investment Bank; and Ms. Lake became the sole Chief Executive Officer of Consumer & Community Banking. Refer to Recent events on page 52 for further information."}
-{"_id": "JPM20230926", "title": "JPM Executive Compensation", "text": "Refer to Item 10."}
-{"_id": "JPM20230927", "title": "JPM Executive Compensation", "text": "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters"}
-{"_id": "JPM20230928", "title": "JPM Executive Compensation", "text": "Refer to Item 10 for security ownership of certain beneficial owners and management."}
-{"_id": "JPM20230933", "title": "JPM Executive Compensation", "text": "The following table sets forth the total number of shares available for issuance under JPMorgan Chase\u2019s employee share-based incentive plans (including shares available for issuance to non-employee directors). The Firm is not authorized to grant share-based incentive awards to non-employees, other than to non-employee directors. December 31, 2023##Number of shares to be issued upon exercise of outstanding options/stock appreciation rights######Weighted-average exercise price of outstanding options/stock appreciation rights####Number of shares remaining available for future issuance under stock incentive plans## Plan category############## Employee share-based incentive plans approved by shareholders##2,250,000##(a)##$##152.19##53,807,804####(b) Total##2,250,000####$##152.19##53,807,804####"}
-{"_id": "JPM20230934", "title": "JPM Executive Compensation", "text": "(a)Does not include restricted stock units or performance stock units granted under the shareholder-approved Long-Term Incentive Plan (\u201cLTIP\u201d), as amended and restated effective May 18, 2021. Refer to Note 9 for further information."}
-{"_id": "JPM20230935", "title": "JPM Executive Compensation", "text": "(b)Represents shares available for future issuance under the shareholder-approved LTIP."}
-{"_id": "JPM20230936", "title": "JPM Executive Compensation", "text": "All shares available for future issuance will be issued under the shareholder-approved LTIP. Refer to Note 9 for further discussion."}
-{"_id": "JPM20230938", "title": "JPM Certain Relationships and Related Transactions, and Director Independence", "text": "Refer to Item 10."}
-{"_id": "JPM20230941", "title": "JPM Principal Accounting Fees and Services", "text": "Refer to Item 10."}
-{"_id": "JPM20230983", "title": "JPM Exhibits, Financial Statement Schedules", "text": " 1##Financial statements ##The Consolidated Financial Statements, the Notes thereto and the report of the Independent Registered Public Accounting Firm thereon listed in Item 8 are set forth commencing on page 156. 2##Financial statement schedules 3##Exhibits 3.1##Restated Certificate of Incorporation of JPMorgan Chase & Co., effective April 5, 2006 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805) filed April 7, 2006). 3.2##Amendment to the Restated Certificate of Incorporation of JPMorgan Chase & Co., effective June 7, 2013 (incorporated by reference to Appendix F to the Proxy Statement on Schedule 14A of JPMorgan Chase & Co. (File No. 1-5805) filed April 10, 2013). 3.3##Certificate of Designations for Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805) filed April 23, 2013). 3.4##Certificate of Designations for Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805) filed July 29, 2013). 3.5##Certificate of Designations for Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805) filed January 22, 2014). 3.6##Certificate of Designations for Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805) filed on March 10, 2014). 3.7##Certificate of Designations for Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805) filed on September 23, 2014). 3.8##Certificate of Designations for Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series CC (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805) filed October 20, 2017). 3.9##Certificate of Designations for 5.75% Non-Cumulative Preferred Stock, Series DD (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805) filed September 21, 2018). 3.10##Certificate of Designations for 6.00% Non-Cumulative Preferred Stock, Series EE (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805) filed January 24, 2019). 3.11##Certificate of Designations for Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series FF (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805) filed July 31, 2019). 3.12##Certificate of Designations for 4.75% Non-Cumulative Preferred Stock, Series GG (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805) filed November 7, 2019). 3.13##Certificate of Designations for Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series HH (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805) filed January 23, 2020). 3.14##Certificate of Designations for Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series II (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805) filed February 24, 2020). 3.15##Certificate of Designations for 4.55% Non-Cumulative Preferred Stock, Series JJ (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805) filed March 17, 2021). 3.16##Certificate of Designations for 3.65% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series KK (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805) filed May 12, 2021). 3.17##Certificate of Designations for 4.625% Non-Cumulative Preferred Stock, Series LL (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805) filed May 20, 2021). 3.18##Certificate of Designations for 4.20% Non-Cumulative Preferred Stock, Series MM (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805) filed July 29, 2021). 3.19##By-laws of JPMorgan Chase & Co., as amended, effective January 17, 2023 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805) filed January 17, 2023). 4.1(a)##Indenture, dated as of October 21, 2010, between JPMorgan Chase & Co. and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No.1-5805) filed October 21, 2010). 4.1(b)##First Supplemental Indenture, dated as of January 13, 2017, between JPMorgan Chase & Co. and Deutsche Bank Trust Company Americas, as Trustee, to the Indenture, dated as of October 21, 2010 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805) filed January 13, 2017). 4.2(a)##Subordinated Indenture, dated as of March 14, 2014, between JPMorgan Chase & Co. and U.S. Bank Trust National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No.1-5805) filed March 14, 2014). 4.2(b)##First Supplemental Indenture, dated as of January 13, 2017, between JPMorgan Chase & Co. and U.S. Bank Trust National Association, as Trustee, to the Subordinated Indenture, dated as of March 14, 2014 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805) filed January 13, 2017). 4.3(a)##Indenture, dated as of May 25, 2001, between JPMorgan Chase & Co. and Bankers Trust Company (succeeded by Deutsche Bank Trust Company Americas), as Trustee (incorporated by reference to Exhibit 4(a)(1) to the Registration Statement on Form S-3 of JPMorgan Chase & Co. (File No. 333-52826) filed June 13, 2001). 4.3(b)##Sixth Supplemental Indenture, dated as of January 13, 2017, between JPMorgan Chase & Co. and Bankers Trust Company (succeeded by Deutsche Bank Trust Company Americas), as Trustee, to the Indenture, dated as of May 25, 2001 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805) filed January 13, 2017). 4.4####Indenture, dated as of February 19, 2016, among JPMorgan Chase Financial Company LLC, JPMorgan Chase & Co. and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4(a)(7) to the Registration Statement on Form S-3 of JPMorgan Chase & Co. and JPMorgan Chase Financial Company LLC (File No. 333-209682) filed February 24, 2016). 4.5####Form of Deposit Agreement (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-3 of JPMorgan Chase & Co. (File No. 333-191692) filed October 11, 2013). 4.6####Description of Securities of JPMorgan Chase & Co. registered pursuant to Section 12 of the Securities Exchange Act of 1934. (b) ##Other instruments defining the rights of holders of long-term debt securities of JPMorgan Chase & Co. and its subsidiaries are omitted pursuant to Section (b)(4)(iii)(A) of Item 601 of Regulation S-K. JPMorgan Chase & Co. agrees to furnish copies of these instruments to the SEC upon request.## 10.1####Deferred Compensation Plan for Non-Employee Directors of JPMorgan Chase & Co., as amended and restated July 2001 and as of December 31, 2004 (incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K of JPMorgan Chase & Co. (File No. 1-5805) for the year ended December 31, 2007).(a) 10.2####2005 Deferred Compensation Plan for Non-Employee Directors of JPMorgan Chase & Co., effective as of January 1, 2005 (incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K of JPMorgan Chase & Co. (File No. 1-5805) for the year ended December 31, 2007).(a) 10.3####2005 Deferred Compensation Program of JPMorgan Chase & Co., restated effective as of December 31, 2008 (incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K of JPMorgan Chase & Co. (File No. 1-5805) for the year ended December 31, 2008).(a) 10.4####JPMorgan Chase & Co. Amended and Restated Long-Term Incentive Plan, effective May 18, 2021 (incorporated by reference to the Appendix of the Schedule 14A of JPMorgan Chase & Co. (File No. 1-5805) filed April 7, 2021).(a) 10.5####Key Executive Performance Plan of JPMorgan Chase & Co., as amended and restated effective January 1, 2014 (incorporated by reference to Appendix G of the Schedule 14A of JPMorgan Chase & Co. (File No. 1-5805) filed April 10, 2013).(a)"}
-{"_id": "JPM20231016", "title": "JPM Part IV", "text": " 10.6##Excess Retirement Plan of JPMorgan Chase & Co., restated and amended as of December 31, 2008, as amended (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K of JPMorgan Chase & Co. (File No. 1-5805) for the year ended December 31, 2009).(a) 10.7##Executive Retirement Plan of JPMorgan Chase & Co., as amended and restated December 31, 2008 (incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K of JPMorgan Chase & Co. (File No. 1-5805) for the year ended December 31, 2008).(a) 10.8##Bank One Corporation Supplemental Savings and Investment Plan, as amended and restated effective December 31, 2008 (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K of JPMorgan Chase & Co. (File No. 1-5805) for the year ended December 31, 2008).(a) 10.9##Forms of JPMorgan Chase & Co. Long-Term Incentive Plan Terms and Conditions for performance share units and restricted stock units for Operating Committee members (U.S. and U.K.), dated as of January 17, 2017 (incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K of JPMorgan Chase & Co. (File No. 1-5805) for the year ended December 31, 2016).(a) 10.10##Forms of JPMorgan Chase & Co. Long-Term Incentive Plan Terms and Conditions for performance share units and restricted stock units for Operating Committee members (U.S. and U.K.), dated as of January 16, 2018 (incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K of JPMorgan Chase & Co. (File No. 1-5805) for the year ended December 31, 2017).(a) 10.11##Forms of JPMorgan Chase & Co. Long-Term Incentive Plan Terms and Conditions for restricted stock units for Operating Committee members (U.S. and U.K.), dated as of January 15, 2019 (incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K of JPMorgan Chase & Co. (File No. 1-5805) for the year ended December 31, 2018).(a) 10.12##Form of JPMorgan Chase & Co. Long-Term Incentive Plan Terms and Conditions of Performance Share Unit Award Operating Committee (U.K.) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805) filed March 15, 2019).(a) 10.13##Forms of JPMorgan Chase & Co. Long-Term Incentive Plan Terms and Conditions for restricted stock units and performance share unit awards for Operating Committee members (U.S. and U.K.), dated as of January 21, 2020 (incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K of JPMorgan Chase & Co. (File No. 1-5805) for the year ended December 31, 2019).(a) 10.14##Forms of JPMorgan Chase & Co. Long-Term Incentive Plan Terms and Conditions for restricted stock units and performance share unit awards for Operating Committee members (U.S. and U.K.), dated as of January 19, 2021(incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K of JPMorgan Chase & Co. (File No. 1-5805) for the year ended December 31, 2020).(a) 10.15##Form of JPMorgan Chase & Co. Long-Term Incentive Plan Terms and Conditions for stock appreciation rights for Chairman/Chief Executive Officer, dated July 20, 2021 (incorporated by reference to Exhibit 99 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805) filed July 20, 2021).(a) 10.16##Form of JPMorgan Chase & Co. Long-Term Incentive Plan Terms and Conditions for stock appreciation rights for President and Chief Operating Officer, dated December 14, 2021 (incorporated by reference to Exhibit 99 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805) filed December 15, 2021).(a) 10.17##Forms of JPMorgan Chase & Co. Long-Term Incentive Plan Terms and Conditions for restricted stock units and performance share unit awards for Operating Committee members (U.S. and U.K.), dated as of January 18, 2022(incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K of JPMorgan Chase & Co. (File No. 1-5808) for the year ended December 31, 2021).(a) 10.18##Forms of JPMorgan Chase & Co. Long-Term Incentive Plan Terms and Conditions for restricted stock units and performance share unit awards for Operating Committee members (U.S. and U.K.), dated as of January 17, 2023.(a) 10.19##Forms of JPMorgan Chase & Co. Long-Term Incentive Plan Terms and Conditions for restricted stock units and performance share unit awards for Operating Committee members (U.S. and U.K.), dated as of January 16, 2024.(a)(b) 10.20##Employee Stock Purchase Plan of JPMorgan Chase & Co., as amended and restated effective as of January 1, 2019 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of JPMorgan Chase & Co. (File No. 1-5805) for the quarter ended September 30, 2019). 10.21##Form of JPMorgan Chase & Co. Performance-Based Incentive Compensation Plan, effective as of January 1, 2021, as amended (incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K of JPMorgan Chase & Co. (File No. 1-5808) for the year ended December 31, 2021).(a) 21##List of subsidiaries of JPMorgan Chase & Co.(b) 22.1##Annual Report on Form 11-K of The JPMorgan Chase 401(k) Savings Plan for the year ended December 31, 2023 (to be filed pursuant to Rule 15d-21 under the Securities Exchange Act of 1934). 22.2##Subsidiary Guarantors and Issuers of Guaranteed Securities.(b) 23##Consent of independent registered public accounting firm.(b) 31.1##Certification.(b) 31.2##Certification.(b) 32##Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(c) 97##Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation.(b) 101.INS##The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.(d) 101.SCH##XBRL Taxonomy Extension Schema  Document.(b) 101.CAL##XBRL Taxonomy Extension Calculation Linkbase Document.(b) 101.DEF##XBRL Taxonomy Extension Definition Linkbase Document.(b) 101.LAB##XBRL Taxonomy Extension Label Linkbase Document.(b) 101.PRE##XBRL Taxonomy Extension Presentation Linkbase Document.(b) 104##Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)."}
-{"_id": "JPM20231017", "title": "JPM Part IV", "text": "(a) This exhibit is a management contract or compensatory plan or arrangement."}
-{"_id": "JPM20231018", "title": "JPM Part IV", "text": "(b) Filed herewith."}
-{"_id": "JPM20231019", "title": "JPM Part IV", "text": "(c) Furnished herewith. This exhibit shall not be deemed \u201cfiled\u201d for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934."}
-{"_id": "JPM20231021", "title": "JPM Part IV", "text": "(d) Pursuant to Rule 405 of Regulation S-T, includes the following financial information included in the Firm\u2019s Form 10-K for the year ended December 31, 2023, formatted in XBRL (eXtensible Business Reporting Language) interactive data files: (i) the Consolidated statements of income for the years ended December 31, 2023, 2022 and 2021, (ii) the Consolidated statements of comprehensive income for the years ended December 31, 2023, 2022 and 2021, (iii) the Consolidated balance sheets as of December 31, 2023 and 2022, (iv) the Consolidated statements of changes in stockholders\u2019 equity for the years ended December 31, 2023, 2022 and 2021, (v) the Consolidated statements of cash flows for the years ended December 31, 2023, 2022 and 2021, and (vi) the Notes to Consolidated Financial Statements."}
-{"_id": "JPM20231046", "title": "JPM Table of contents", "text": " ##Financial:## 46####Three-Year Summary of Consolidated Financial Highlights 47####Five-Year Stock Performance ##Management\u2019s discussion and analysis:## 48####Introduction 49####Executive Overview 54####Consolidated Results of Operations 58####Consolidated Balance Sheets and Cash Flows Analysis 62####Explanation and Reconciliation of the Firm\u2019s Use of Non-GAAP Financial Measures 65####Business Segment Results 86####Firmwide Risk Management 90####Strategic Risk Management 91####Capital Risk Management 102####Liquidity Risk Management 111####Credit and Investment Risk Management 135####Market Risk Management 144####Country Risk Management 146####Climate Risk Management 147####Operational Risk Management 155####Critical Accounting Estimates Used by the Firm 159####Accounting and Reporting Developments 161####Forward-Looking Statements"}
-{"_id": "JPM20231099", "title": "JPM THREE-YEAR SUMMARY OF CONSOLIDATED FINANCIAL HIGHLIGHTS (unaudited)", "text": " As of or for the year ended December 31, (in millions, except per share, ratio, employee data and where otherwise noted)#################### ####2023########2022######2021## Selected income statement data#################### Total net revenue##$##158,104######$##128,695####$##121,649## Total noninterest expense####87,172########76,140######71,343## Pre-provision profit(a)####70,932########52,555######50,306## Provision for credit losses####9,320########6,389######(9,256)## Income before income tax expense####61,612########46,166######59,562## Income tax expense####12,060########8,490######11,228## Net income##$##49,552######$##37,676####$##48,334## Earnings per share data#################### Net income: Basic##$##16.25######$##12.10####$##15.39## Diluted####16.23########12.09######15.36## Average shares: Basic####2,938.6########2,965.8######3,021.5## Diluted####2,943.1########2,970.0######3,026.6## Market and per common share data#################### Market capitalization####489,320########393,484######466,206## Common shares at period-end####2,876.6########2,934.2######2,944.1## Book value per share####104.45########90.29######88.07## Tangible book value per share (\u201cTBVPS\u201d)(a)####86.08########73.12######71.53## Cash dividends declared per share####4.10########4.00######3.80## Selected ratios and metrics#################### Return on common equity (\u201cROE\u201d)####17##%######14##%####19##% Return on tangible common equity (\u201cROTCE\u201d)(a)####21########18######23## Return on assets (\u201cROA\u201d)####1.30########0.98######1.30## Overhead ratio####55########59######59## Loans-to-deposits ratio####55########49######44## Firm Liquidity coverage ratio (\u201cLCR\u201d) (average)(b)####113########112######111## JPMorgan Chase Bank, N.A. LCR (average)(b)####129########151######178## Common equity Tier 1 (\u201cCET1\u201d) capital ratio(c)(d)####15.0########13.2######13.1## Tier 1 capital ratio(c)(d)####16.6########14.9######15.0## Total capital ratio(c)(d)####18.5########16.8######16.8## Tier 1 leverage ratio(b)(c)####7.2########6.6######6.5## Supplementary leverage ratio (\u201cSLR\u201d)(b)(c)####6.1########5.6######5.4## Selected balance sheet data (period-end)#################### Trading assets##$##540,607######$##453,799####$##433,575## Investment securities, net of allowance for credit losses####571,552########631,162######672,232## Loans####1,323,706########1,135,647######1,077,714## Total assets####3,875,393########3,665,743######3,743,567## Deposits####2,400,688########2,340,179######2,462,303## Long-term debt####391,825########295,865######301,005## Common stockholders\u2019 equity####300,474########264,928######259,289## Total stockholders\u2019 equity####327,878########292,332######294,127## Employees(e)####309,926####(f)####293,723######271,025## Credit quality metrics#################### Allowances for credit losses##$##24,765######$##22,204####$##18,689## Allowance for loan losses to total retained loans####1.75##%######1.81##%####1.62##% Nonperforming assets##$##7,597######$##7,247####$##8,346## Net charge-offs####6,209########2,853######2,865## Net charge-off rate####0.52##%######0.27##%####0.30##%"}
-{"_id": "JPM20231100", "title": "JPM THREE-YEAR SUMMARY OF CONSOLIDATED FINANCIAL HIGHLIGHTS (unaudited)", "text": "As of and for the period ended December 31, 2023, the results of the Firm include the impact of First Republic. Refer to Business Segment Results on page 67 and Note 34 for additional information."}
-{"_id": "JPM20231101", "title": "JPM THREE-YEAR SUMMARY OF CONSOLIDATED FINANCIAL HIGHLIGHTS (unaudited)", "text": "(a)Pre-provision profit, TBVPS and ROTCE are each non-GAAP financial measures. Tangible common equity (\u201cTCE\u201d) is also a non-GAAP financial measure. Refer to Explanation and Reconciliation of the Firm\u2019s Use of Non-GAAP Financial Measures on pages 62\u201364 for a discussion of these measures."}
-{"_id": "JPM20231102", "title": "JPM THREE-YEAR SUMMARY OF CONSOLIDATED FINANCIAL HIGHLIGHTS (unaudited)", "text": "(b)For the years ended December 31, 2023, 2022 and 2021, the percentage represents average ratios for the three months ended December 31, 2023, 2022 and 2021."}
-{"_id": "JPM20231103", "title": "JPM THREE-YEAR SUMMARY OF CONSOLIDATED FINANCIAL HIGHLIGHTS (unaudited)", "text": "(c)The ratios reflect the Current Expected Credit Losses (\u201cCECL\u201d) capital transition provisions. Refer to Note 27 for additional information."}
-{"_id": "JPM20231104", "title": "JPM THREE-YEAR SUMMARY OF CONSOLIDATED FINANCIAL HIGHLIGHTS (unaudited)", "text": "(d)Reflects the Firm\u2019s ratios under the Basel III Standardized approach. Refer to Capital Risk Management on pages 91-101 for additional information."}
-{"_id": "JPM20231105", "title": "JPM THREE-YEAR SUMMARY OF CONSOLIDATED FINANCIAL HIGHLIGHTS (unaudited)", "text": "(e)This metric, which was formerly Headcount, has been renamed Employees but is otherwise unchanged. Refer to Part I, Item 1, Business section on pages 2-3 of this Form 10-K for a further discussion of Human Capital."}
-{"_id": "JPM20231106", "title": "JPM THREE-YEAR SUMMARY OF CONSOLIDATED FINANCIAL HIGHLIGHTS (unaudited)", "text": "(f)Included approximately 4,500 individuals associated with First Republic who became employees effective July 2, 2023."}
-{"_id": "JPM20231109", "title": "JPM FIVE-YEAR STOCK PERFORMANCE", "text": "The following table and graph compare the five-year cumulative total return for JPMorgan Chase & Co. (\u201cJPMorgan Chase\u201d or the \u201cFirm\u201d) common stock with the cumulative return of the S&P 500 Index, the KBW Bank Index and the S&P Financials Index. The S&P 500 Index is a commonly referenced equity benchmark in the United States of America (\u201cU.S.\u201d), consisting of leading companies from different economic sectors. The KBW Bank Index seeks to reflect the performance of banks and thrifts that are publicly traded in the U.S. and is composed of leading national money center and regional banks and thrifts. The S&P Financials Index is an index of financial companies, all of which are components of the S&P 500. The Firm is a component of all three industry indices."}
-{"_id": "JPM20231115", "title": "JPM FIVE-YEAR STOCK PERFORMANCE", "text": "The following table and graph assume simultaneous investments of $100 on December 31, 2018, in JPMorgan Chase common stock and in each of the above indices. The comparison assumes that all dividends were reinvested. December 31, (in dollars)####2018####2019####2020####2021####2022####2023 JPMorgan Chase##$##100.00##$##147.27##$##139.14##$##177.72##$##155.33##$##203.09 KBW Bank Index####100.00####136.12####122.09####168.90####132.76####131.58 S&P Financials Index####100.00####132.09####129.77####175.02####156.59####175.61 S&P 500 Index####100.00####131.48####155.65####200.29####164.02####207.13"}
-{"_id": "JPM20231120", "title": "JPM Management\u2019s discussion and analysis", "text": "The following is Management\u2019s discussion and analysis of the financial condition and results of operations (\u201cMD&A\u201d) of JPMorgan Chase for the year ended December 31, 2023. The MD&A is included in both JPMorgan Chase\u2019s Annual Report for the year ended December 31, 2023 (\u201cAnnual Report\u201d) and its Annual Report on Form 10-K for the year ended December 31, 2023 (\u201c2023 Form 10-K\u201d or \u201cForm 10-K\u201d) filed with the Securities and Exchange Commission (\u201cSEC\u201d). Refer to the Glossary of terms and acronyms on pages 315-321 for definitions of terms and acronyms used throughout the Annual Report and the 2023 Form 10-K."}
-{"_id": "JPM20231121", "title": "JPM Management\u2019s discussion and analysis", "text": "This Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the current beliefs and expectations of JPMorgan Chase\u2019s management, speak only as of the date of this Form 10-K and are subject to significant risks and uncertainties. Refer to Forward-looking Statements on page 161 and Part 1, Item 1A: Risk factors in this Form 10-K on pages 9-33 for a discussion of certain of those risks and uncertainties and the factors that could cause JPMorgan Chase\u2019s actual results to differ materially because of those risks and uncertainties. There is no assurance that actual results will be in line with any outlook information set forth herein, and the Firm does not undertake to update any forward-looking statements."}
-{"_id": "JPM20231123", "title": "JPM INTRODUCTION", "text": "JPMorgan Chase & Co. (NYSE: JPM), a financial holding company incorporated under Delaware law in 1968, is a leading financial services firm based in the United States of America (\u201cU.S.\u201d), with operations worldwide. JPMorgan Chase had $3.9 trillion in assets and $327.9 billion in stockholders\u2019 equity as of December 31, 2023. The Firm is a leader in investment banking, financial services for consumers and small businesses, commercial banking, financial transaction processing and asset management. Under the J.P. Morgan and Chase brands, the Firm serves millions of customers, predominantly in the U.S., and many of the world\u2019s most prominent corporate, institutional and government clients globally."}
-{"_id": "JPM20231124", "title": "JPM INTRODUCTION", "text": "JPMorgan Chase\u2019s principal bank subsidiary is JPMorgan Chase Bank, National Association (\u201cJPMorgan Chase Bank, N.A.\u201d), a national banking association with U.S. branches in 48 states and Washington, D.C. JPMorgan Chase\u2019s principal non-bank subsidiary is J.P. Morgan Securities LLC (\u201cJ.P. Morgan Securities\u201d), a U.S. broker-dealer. The bank and non-bank subsidiaries of JPMorgan Chase operate nationally as well as through overseas branches and subsidiaries, representative offices and subsidiary foreign banks. The Firm\u2019s principal operating subsidiaries outside the U.S. are J.P. Morgan Securities plc and J.P. Morgan SE (\u201cJPMSE\u201d), which are subsidiaries of JPMorgan Chase Bank, N.A. and are based in the United Kingdom (\u201cU.K.\u201d) and Germany, respectively."}
-{"_id": "JPM20231125", "title": "JPM INTRODUCTION", "text": "For management reporting purposes, the Firm\u2019s activities are organized into four major reportable business segments, as well as a Corporate segment. The Firm\u2019s consumer business is the Consumer & Community Banking (\u201cCCB\u201d) segment. The Firm\u2019s wholesale businesses are the Corporate & Investment Bank (\u201cCIB\u201d), Commercial Banking (\u201cCB\u201d), and Asset & Wealth Management (\u201cAWM\u201d) segments. Refer to Business Segment Results on pages 65\u201385, and Note 32 for a description of the Firm\u2019s business segments, and the products and services they provide to their respective client bases. On May 1, 2023, JPMorgan Chase acquired certain assets and assumed certain liabilities of First Republic Bank (the \u201cFirst Republic acquisition\u201d) from the Federal Deposit Insurance Corporation (\u201cFDIC\u201d). All references in this Form 10-K to \u201cexcluding First Republic,\u201d \u201cincluding First Republic,\u201d \u201cassociated with First Republic\u201d or \u201cattributable to First Republic\u201d refer to excluding or including the relevant effects of the First Republic acquisition, as well as subsequent related business and activities, as applicable. Refer to Note 34 for additional information."}
-{"_id": "JPM20231126", "title": "JPM INTRODUCTION", "text": "The Firm\u2019s website is www.jpmorganchase.com. JPMorgan Chase makes available on its website, free of charge, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after it electronically files or furnishes such material to the U.S. Securities and Exchange Commission (the \u201cSEC\u201d) at www.sec.gov. JPMorgan Chase makes new and important information about the Firm available on its website at https://www.jpmorganchase.com, including on the Investor Relations section of its website at https://www.jpmorganchase.com/ir. Information on the Firm's website, including documents on the website that are referenced in this Form 10-K, is not incorporated by reference into this 2023 Form 10-K or the Firm\u2019s other filings with the SEC."}
-{"_id": "JPM20231155", "title": "JPM EXECUTIVE OVERVIEW", "text": "This executive overview of the MD&A highlights selected information and does not contain all of the information that is important to readers of the Firm\u2019s 2023 Form 10-K. For a complete description of the trends and uncertainties, as well as the risks and critical accounting estimates affecting the Firm, the 2023 Form 10-K should be read in its entirety. ####Financial performance of JPMorgan Chase########## Year ended December 31, (in millions, except per share data and ratios)############## ####2023######2022####Change Selected income statement data############## Noninterest revenue##$##68,837####$##61,985####11% Net interest income####89,267######66,710####34 Total net revenue####158,104######128,695####23 Total noninterest expense####87,172######76,140####14 Pre-provision profit####70,932######52,555####35 Provision for credit losses####9,320######6,389####46 Net income####49,552######37,676####32 Diluted earnings per share####16.23######12.09####34 Selected ratios and metrics############## Return on common equity####17##%####14##%## Return on tangible common equity####21######18#### Book value per share##$##104.45####$##90.29####16 Tangible book value per share####86.08######73.12####18 Capital ratios(a)(b)############## CET1 capital####15.0##%####13.2##%## Tier 1 capital####16.6######14.9#### Total capital####18.5######16.8#### Memo:############## NII excluding Markets(c)##$##90,041####$##62,355####44 NIR excluding Markets(c)####44,533######40,938####9 Markets(c)####27,792######28,984####(4) Total net revenue - managed basis##$##162,366####$##132,277####23"}
-{"_id": "JPM20231156", "title": "JPM EXECUTIVE OVERVIEW", "text": "As of and for the year ended December 31, 2023, the results of the Firm include the impact of First Republic. Refer to page 67 and Note 34 for additional information."}
-{"_id": "JPM20231157", "title": "JPM EXECUTIVE OVERVIEW", "text": "(a) The ratios reflect the CECL capital transition provisions. Refer to Note 27 for additional information."}
-{"_id": "JPM20231158", "title": "JPM EXECUTIVE OVERVIEW", "text": "(b) Reflects the Firm\u2019s ratios under the Basel III Standardized approach. Refer to Capital Risk Management on pages 91-101 for additional information."}
-{"_id": "JPM20231159", "title": "JPM EXECUTIVE OVERVIEW", "text": "(c) NII and NIR refer to net interest income and noninterest revenue, respectively. Markets consists of CIB's Fixed Income Markets and Equity Markets businesses."}
-{"_id": "JPM20231160", "title": "JPM EXECUTIVE OVERVIEW", "text": "Comparisons noted in the sections below are for the full year of 2023 versus the full year of 2022, unless otherwise specified."}
-{"_id": "JPM20231163", "title": "JPM Firmwide overview", "text": "JPMorgan Chase reported net income of $49.6 billion for 2023, up 32%, earnings per share of $16.23, ROE of 17% and ROTCE of 21%. \u2022Total net revenue was $158.1 billion, up 23%, reflecting:"}
-{"_id": "JPM20231164", "title": "JPM Firmwide overview", "text": "\u2013Net interest income (\u201cNII\u201d) of $89.3 billion, up 34%, driven by higher rates, the impact of First Republic, and higher revolving balances in Card Services, partially offset by lower Markets net interest income and lower average deposit balances. NII excluding Markets was $90.0 billion, up 44%."}
-{"_id": "JPM20231167", "title": "JPM Firmwide overview", "text": "\u2013Noninterest revenue (\u201cNIR\u201d) was $68.8 billion, up 11%, driven by the impact of First Republic, including the $2.8 billion estimated bargain purchase gain, higher Markets noninterest revenue, and higher asset management fees, partially offset by the absence of the gain on the sale of Visa B shares in the prior year, higher net securities losses in Treasury and CIO, and lower auto operating lease income. \u2022Noninterest expense was $87.2 billion, up 14%, predominantly driven by higher compensation expense, reflecting an increase in employees, primarily in technology and front office, as well as wage inflation. The increase in expense also includes the $2.9 billion FDIC special assessment and costs associated with the First Republic acquisition. \u2022The provision for credit losses was $9.3 billion, reflecting $6.2 billion of net charge-offs and a net addition to the allowance for credit losses of $3.1 billion. Net charge-offs increased $3.3 billion, predominantly driven by Card Services, and to a lesser extent single name exposures in wholesale. The net addition to the allowance for credit losses included:"}
-{"_id": "JPM20231168", "title": "JPM Firmwide overview", "text": "\u2013a net addition of $1.3 billion in consumer, predominantly driven by CCB, reflecting $1.4 billion in Card Services driven by loan growth, including an increase in revolving balances, partially offset by a net reduction of $200 million in Home Lending, and"}
-{"_id": "JPM20231169", "title": "JPM Firmwide overview", "text": "\u2013a net addition of $657 million in wholesale, driven by net downgrade activity and a deterioration in the outlook for commercial real estate in CB."}
-{"_id": "JPM20231170", "title": "JPM Firmwide overview", "text": "The net addition also included $1.2 billion to establish the allowance for First Republic loans and lending-related commitments in the second quarter of 2023."}
-{"_id": "JPM20231173", "title": "JPM Firmwide overview", "text": "The provision in the prior year included a $3.5 billion net addition to the allowance for credit losses and net charge-offs of $2.9 billion. \u2022The total allowance for credit losses was $24.8 billion at December 31, 2023. The Firm had an allowance for loan losses to retained loans coverage ratio of 1.75%, compared with 1.81% in the prior year. \u2022The Firm\u2019s nonperforming assets totaled $7.6 billion at December 31, 2023, up 5%, predominantly driven by wholesale nonaccrual loans, which reflected the impact of downgrades. Refer to Wholesale Credit Portfolio and Consumer Credit Portfolio on pages 120\u2013130 and pages 114\u2013119, respectively, for additional information."}
-{"_id": "JPM20231176", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 49", "text": " \u2022Firmwide average loans of $1.2 trillion were up 13%, predominantly driven by higher loans in CCB and CB, primarily as a result of First Republic. \u2022Firmwide average deposits of $2.4 trillion were down 4%, driven by"}
-{"_id": "JPM20231177", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 49", "text": "\u2013continued migration into higher-yielding investments in AWM, the impact of higher customer spending in CCB, continued deposit attrition in CB, and a net decline in CIB, which included actions taken to reduce certain deposits,"}
-{"_id": "JPM20231179", "title": "JPM partially offset by", "text": "\u2013the increase in deposits associated with First Republic, and growth related to the Firm\u2019s international consumer initiatives in Corporate."}
-{"_id": "JPM20231180", "title": "JPM partially offset by", "text": "Refer to Liquidity Risk Management on pages 102\u2013109 for additional information."}
-{"_id": "JPM20231185", "title": "JPM Selected capital and other metrics", "text": " \u2022CET1 capital was $251 billion, and the Standardized and Advanced CET1 ratios were both 15.0%. \u2022SLR was 6.1%. \u2022TBVPS grew 18%, ending 2023 at $86.08. \u2022As of December 31, 2023, the Firm had eligible end-of-period High Quality Liquid Assets (\u201cHQLA\u201d) of approximately $798 billion and unencumbered marketable securities with a fair value of approximately $649 billion, resulting in approximately $1.4 trillion of liquidity sources. Refer to Liquidity Risk Management on pages 102\u2013109 for additional information."}
-{"_id": "JPM20231186", "title": "JPM Selected capital and other metrics", "text": "Refer to Consolidated Results of Operations and Consolidated Balance Sheets Analysis on pages 54\u201357 and pages 58\u201360, respectively, for a further discussion of the Firm's results, including the provision for credit losses; and Business Segment Results on page 67 and Note 34 for additional information on the First Republic acquisition."}
-{"_id": "JPM20231187", "title": "JPM Selected capital and other metrics", "text": "Pre-provision profit, ROTCE, TCE, TBVPS, NII and NIR excluding Markets, and total net revenue on a managed basis are non-GAAP financial measures. Refer to Explanation and Reconciliation of the Firm\u2019s Use of Non-GAAP Financial Measures on pages 62\u201364 for a further discussion of each of these measures."}
-{"_id": "JPM20231194", "title": "JPM Business segment highlights", "text": "Selected business metrics for each of the Firm\u2019s four lines of business (\u201cLOB\u201d) are presented below for the full year of 2023, and include the impact of First Republic, unless otherwise specified. CCB ROE 38%##\u2022Average deposits down 3%; client investment assets up 47%, or up 25% excluding First Republic \u2022Average loans up 20%, or up 6% excluding First Republic; Card Services net charge-off rate of 2.45%  \u2022Debit and credit card sales volume(a) up 8% \u2022Active mobile customers(b) up 8% CIB ROE 13%##\u2022#1 ranking for Global Investment Banking fees with 8.8% wallet share for the year \u2022Total Markets revenue of $27.8 billion, down 4%, with Fixed Income Markets up 1% and Equity Markets down 13% CB ROE 20%##\u2022Gross Investment Banking and Markets revenue of $3.4 billion, up 14% \u2022Average loans up 20%, or up 8% excluding First Republic; average deposits down 9% AWM ROE 31%##\u2022Assets under management (\u201cAUM\u201d) of $3.4 trillion, up 24% \u2022Average loans up 2%, or down 2% excluding First Republic; average deposits down 17%"}
-{"_id": "JPM20231195", "title": "JPM Business segment highlights", "text": "(a) Excludes Commercial Card."}
-{"_id": "JPM20231196", "title": "JPM Business segment highlights", "text": "(b) Users of all mobile platforms who have logged in within the past 90 days. As of December 31, 2023, excludes First Republic."}
-{"_id": "JPM20231197", "title": "JPM Business segment highlights", "text": "Refer to the Business Segment Results on pages 65\u201385 for a detailed discussion of results by business segment."}
-{"_id": "JPM20231205", "title": "JPM Credit provided and capital raised", "text": "JPMorgan Chase continues to support consumers, businesses and communities around the globe. The Firm provided new and renewed credit and raised capital for wholesale and consumer clients during 2023, consisting of: $2.3 trillion##Total credit provided and capital raised (including loans and commitments) $239 billion##Credit for consumers $36 billion##Credit for U.S. small businesses $1.0 trillion##Credit for corporations $915 billion##Capital for corporate clients and non-U.S. government entities $47  billion##Credit and capital for nonprofit and U.S. government entities(a)"}
-{"_id": "JPM20231206", "title": "JPM Credit provided and capital raised", "text": "(a) Includes states, municipalities, hospitals and universities."}
-{"_id": "JPM20231210", "title": "JPM Recent events", "text": " \u2022On February 6, 2024, JPMorgan Chase announced that it plans to open more than 500 new branches, renovate approximately 1,700 locations and hire 3,500 employees over the next three years. \u2022On January 25, 2024, JPMorgan Chase announced new responsibilities for several key executives:"}
-{"_id": "JPM20231211", "title": "JPM Recent events", "text": "\u2013Jennifer Piepszak, formerly the Co-Chief Executive Officer (\u201cCEO\u201d) of CCB, and Troy Rohrbaugh, formerly the Co-head of Markets and Securities Services, became Co-CEOs of the expanded Commercial & Investment Bank, which brings together the Firm\u2019s major wholesale businesses consisting of Global Investment Banking, Commercial Banking and Corporate Banking, as well as Markets, Securities Services and Global Payments."}
-{"_id": "JPM20231212", "title": "JPM Recent events", "text": "\u2013Marianne Lake, the former Co-CEO of CCB, became the sole CEO of that business."}
-{"_id": "JPM20231213", "title": "JPM Recent events", "text": "\u2013James Dimon, Chairman and CEO, and Daniel Pinto, President and Chief Operating Officer, will continue to jointly manage the company, with Mr. Pinto focusing on the execution of the Firm\u2019s LOB priorities."}
-{"_id": "JPM20231215", "title": "JPM Recent events", "text": "As a result of these organizational changes, the Firm will be reorganizing its business segments to reflect the manner in which the segments will be managed. The reorganization of the business segments is expected to be effective in the second quarter of 2024. \u2022On January 16, 2024, JPMorgan Chase announced that Mark Weinberger, 62, had been elected to its Board of Directors, effective immediately. He will also serve as a member of the Board\u2019s Audit Committee. Mr. Weinberger served as the Global Chairman and Chief Executive Officer of Ernst & Young from 2013 to 2019."}
-{"_id": "JPM20231217", "title": "JPM Outlook", "text": "These current expectations are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on the current beliefs and expectations of JPMorgan Chase\u2019s management, speak only as of the date of this Form 10-K, and are subject to significant risks and uncertainties. Refer to Forward-Looking Statements on page 161 and Part I, Item 1A, Risk Factors section on pages 9-33 of this Form 10-K for a further discussion of certain of those risks and uncertainties and the other factors that could cause JPMorgan Chase\u2019s actual results to differ materially because of those risks and uncertainties. There is no assurance that actual results in 2024 will be in line with the outlook information set forth below, and the Firm does not undertake to update any forward-looking statements."}
-{"_id": "JPM20231218", "title": "JPM Outlook", "text": "JPMorgan Chase\u2019s current outlook for full-year 2024 should be viewed against the backdrop of the global and U.S. economies, financial markets activity, the geopolitical environment, the competitive environment, client and customer activity levels, and regulatory and legislative developments in the U.S. and other countries where the Firm does business. Each of these factors will affect the performance of the Firm. The Firm will continue to make appropriate adjustments to its businesses and operations in response to ongoing developments in the business, economic, regulatory and legal environments in which it operates."}
-{"_id": "JPM20231223", "title": "JPM Full-year 2024", "text": " \u2022Management expects net interest income to be approximately $90 billion, market dependent. \u2022Management expects net interest income excluding Markets to be approximately $88 billion, market dependent. \u2022Management expects adjusted expense to be approximately $90 billion, market dependent. \u2022Management expects the net charge-off rate in Card Services to be less than 3.50%."}
-{"_id": "JPM20231224", "title": "JPM Full-year 2024", "text": "Net interest income excluding Markets and adjusted expense are non-GAAP financial measures. Refer to Explanation and Reconciliation of the Firm\u2019s Use of Non-GAAP Financial Measures on pages 62\u201364."}
-{"_id": "JPM20231228", "title": "JPM First Republic acquisition", "text": "On May 1, 2023, JPMorgan Chase acquired certain assets and assumed certain liabilities of First Republic Bank (the \"First Republic acquisition\") from the Federal Deposit Insurance Corporation (\u201cFDIC\u201d), as receiver."}
-{"_id": "JPM20231229", "title": "JPM First Republic acquisition", "text": "JPMorgan Chase\u2019s Consolidated Financial Statements as of and for the period ended December 31, 2023 reflect the impact of First Republic. Where meaningful to the disclosure, the impact of the First Republic acquisition, as well as subsequent related business and activities, are disclosed in various sections of this Form 10-K. The Firm continues to convert certain operations, and to integrate clients, products and services, associated with the First Republic acquisition to align with the Firm\u2019s businesses and operations."}
-{"_id": "JPM20231230", "title": "JPM First Republic acquisition", "text": "Refer to Note 34 and page 67 for additional information related to First Republic."}
-{"_id": "JPM20231232", "title": "JPM Interbank Offered Rate (\u201cIBOR\u201d) transition", "text": "The publication of the remaining principal tenors of U.S. dollar LIBOR (i.e., overnight, one-month, three-month, six-month and 12-month LIBOR) ceased on June 30, 2023 (\u201cLIBOR Cessation\u201d). The one-month, three-month and six-month tenors of U.S. dollar LIBOR will continue to be published on a \"synthetic\" basis, which will allow market participants to use such rates for certain legacy LIBOR-linked contracts through September 30, 2024."}
-{"_id": "JPM20231233", "title": "JPM Interbank Offered Rate (\u201cIBOR\u201d) transition", "text": "As part of the Firm\u2019s overall transition efforts which culminated in the second quarter of 2023, the Firm successfully completed the conversion of predominantly all of its remaining cleared derivatives contracts linked to U.S. dollar LIBOR to the Secured Overnight Financing Rate (\u201cSOFR\u201d) as part of initiatives by the principal central counterparties (\u201cCCPs\u201d) to convert cleared derivatives prior to LIBOR Cessation. Nearly all of the Firm\u2019s other U.S. dollar LIBOR-linked products that remained outstanding at LIBOR Cessation have been remediated through contractual fallback provisions or through the framework provided by the Adjustable Interest Rate (LIBOR) Act (\u201cLIBOR Act\u201d). The Firm expects that the limited number of contracts remaining that reference \u201csynthetic\u201d U.S. dollar LIBOR will be remediated by September 30, 2024."}
-{"_id": "JPM20231251", "title": "JPM CONSOLIDATED RESULTS OF OPERATIONS", "text": "This section provides a comparative discussion of JPMorgan Chase\u2019s Consolidated Results of Operations on a reported basis for the two-year period ended December 31, 2023, unless otherwise specified. Refer to Consolidated Results of Operations on pages 51-54 of the Firm\u2019s Annual Report on Form 10-K for the year ended December 31, 2022 (the \u201c2022 Form 10-K\u201d) for a discussion of the 2022 versus 2021 results. Factors that relate primarily to a single business segment are discussed in more detail within that business segment\u2019s results. Refer to pages 155\u2013158 for a discussion of the Critical Accounting Estimates Used by the Firm that affect the Consolidated Results of Operations. Revenue############## Year ended December 31, (in millions)############## ####2023######2022####2021 Investment banking fees##$##6,519####$##6,686##$##13,216 Principal transactions####24,460######19,912####16,304 Lending- and deposit-related fees####7,413######7,098####7,032 Asset management fees####15,220######14,096####14,405 Commissions and other fees####6,836######6,581####6,624 Investment securities losses####(3,180)######(2,380)####(345) Mortgage fees and related income####1,176######1,250####2,170 Card income####4,784######4,420####5,102 Other income(a)####5,609##(b)####4,322####4,830 Noninterest revenue####68,837######61,985####69,338 Net interest income####89,267######66,710####52,311 Total net revenue##$##158,104####$##128,695##$##121,649"}
-{"_id": "JPM20231252", "title": "JPM CONSOLIDATED RESULTS OF OPERATIONS", "text": "(a)Included operating lease income of $2.8 billion, $3.7 billion and $4.9 billion for the years ended December 31, 2023, 2022 and 2021, respectively. Also includes losses on tax-oriented investments. Refer to Note 6 for additional information."}
-{"_id": "JPM20231253", "title": "JPM CONSOLIDATED RESULTS OF OPERATIONS", "text": "(b)Included the estimated bargain purchase gain of $2.8 billion for the year ended December 31, 2023, in Corporate associated with the First Republic acquisition. Refer to Business Segment Results on page 67, and Notes 6 and 34 for additional information."}
-{"_id": "JPM20231257", "title": "JPM 2023 compared with 2022", "text": "Investment banking fees decreased, reflecting in CIB: \u2022lower advisory fees due to a lower number of completed transactions, reflecting the lower level of announced deals in the current and the prior year amid a challenging environment, and \u2022lower debt underwriting fees as challenging market conditions, primarily in the first half of the year, resulted in lower issuance activity across leveraged loans, investment-grade loans and high-grade bonds. This was largely offset by higher issuance activity in high-yield bonds driven by higher industry-wide issuance,"}
-{"_id": "JPM20231259", "title": "JPM partially offset by", "text": " \u2022higher equity underwriting fees driven by a higher level of follow-on offerings due to lower equity market volatility and a higher level of convertible securities offerings, which benefited from higher rates, partially offset by lower activity in private placements amid a challenging environment."}
-{"_id": "JPM20231260", "title": "JPM partially offset by", "text": "Refer to CIB segment results on pages 72\u201377 and Note 6 for additional information."}
-{"_id": "JPM20231263", "title": "JPM partially offset by", "text": "Principal transactions revenue increased, reflecting in CIB: \u2022higher Equity Markets principal transactions revenue in Prime Finance and Equity Derivatives, \u2022higher Fixed Income Markets principal transactions revenue in Securitized Products and Fixed Income"}
-{"_id": "JPM20231264", "title": "JPM partially offset by", "text": "Financing, largely offset by lower revenue in Rates and Currencies & Emerging Markets;"}
-{"_id": "JPM20231266", "title": "JPM partially offset by", "text": "\u2013the net increase in Markets principal transactions revenue was more than offset by a decline in Markets net interest income, primarily due to higher funding costs; and \u2022losses of $280 million in Credit Adjustments & Other compared with $836 million in the prior year."}
-{"_id": "JPM20231267", "title": "JPM partially offset by", "text": "The prior year included net markdowns on held-for-sale positions, primarily unfunded commitments, in the bridge financing portfolio in CIB and CB."}
-{"_id": "JPM20231268", "title": "JPM partially offset by", "text": "The increase in principal transactions revenue also included the impact of higher short-term cash deployment activities in Treasury and CIO, reflective of the current interest rate environment."}
-{"_id": "JPM20231269", "title": "JPM partially offset by", "text": "Principal transactions revenue in CIB generally has offsets across other revenue lines, including net interest income. The Firm assesses the performance of its Markets business on a total net revenue basis."}
-{"_id": "JPM20231270", "title": "JPM partially offset by", "text": "Refer to CIB and Corporate segment results on pages 72\u201377 and pages 84\u201385, respectively, and Note 6 for additional information."}
-{"_id": "JPM20231272", "title": "JPM partially offset by", "text": "Lending- and deposit-related fees increased, reflecting: \u2022higher lending-related revenue driven by the amortization of the purchase discount on certain acquired lending-related commitments associated with First Republic, primarily in AWM and CB,"}
-{"_id": "JPM20231274", "title": "JPM predominantly offset by", "text": " \u2022lower deposit-related fees in CB and CIB driven by the higher level of client credits that reduce such fees."}
-{"_id": "JPM20231275", "title": "JPM predominantly offset by", "text": "Refer to CIB, CB and AWM segment results on pages 72\u201377, pages 78\u201380 and pages 81\u201383, respectively, and Note 6 for additional information."}
-{"_id": "JPM20231276", "title": "JPM predominantly offset by", "text": "Asset management fees increased driven by strong net inflows and the removal of most money market fund fee waivers in the prior year in AWM, and in CCB the impact of First Republic, as well as higher average market levels and strong net inflows. Refer to CCB and AWM segment results on pages 68\u201371 and pages 81\u201383, respectively, and Note 6 for additional information."}
-{"_id": "JPM20231278", "title": "JPM 54 JPMorgan Chase & Co./2023 Form 10-K", "text": "Commissions and other fees increased due to higher commissions on annuity sales and travel-related services in CCB. Refer to CCB segment results on pages 68\u201371 and Note 6 for additional information."}
-{"_id": "JPM20231279", "title": "JPM 54 JPMorgan Chase & Co./2023 Form 10-K", "text": "Investment securities losses reflected higher net losses on higher sales of U.S. Treasuries and U.S. GSE and government agency MBS, associated with repositioning the investment securities portfolio in both periods in Treasury and CIO. Refer to Corporate segment results on pages 84\u201385 and Note 10 for additional information."}
-{"_id": "JPM20231280", "title": "JPM 54 JPMorgan Chase & Co./2023 Form 10-K", "text": "Mortgage fees and related income: refer to CCB segment results on pages 68\u201371, Note 6 and 15 for further information."}
-{"_id": "JPM20231281", "title": "JPM 54 JPMorgan Chase & Co./2023 Form 10-K", "text": "Card income increased in CIB and CB, reflecting growth in merchant processing volume and Commercial Card transactions in J.P. Morgan Payments; and in CCB, driven by higher net interchange income on increased debit and credit card sales volume. Refer to Business Segment Results, CCB, CIB and CB segment results on pages 65\u201385, pages 68\u201371, pages 72\u201377 and pages 78\u201380, respectively, and Note 6 for further information."}
-{"_id": "JPM20231285", "title": "JPM 54 JPMorgan Chase & Co./2023 Form 10-K", "text": "Other income increased, reflecting: \u2022the $2.8 billion estimated bargain purchase gain in Corporate associated with the First Republic acquisition, \u2022the impact of net investment hedges in Treasury and CIO, and \u2022a gain of $339 million recognized in the first quarter of 2023 in AWM on the original minority interest in China International Fund Management (\u201cCIFM\u201d) upon the Firm's acquisition of the remaining 51% interest in the entity,"}
-{"_id": "JPM20231289", "title": "JPM partially offset by", "text": " \u2022lower auto operating lease income in CCB due to a decline in volume, \u2022lower net gains related to certain other Corporate investments, and \u2022the net impact of equity investments in CIB, including impairment losses in the second half of 2023,"}
-{"_id": "JPM20231292", "title": "JPM partially offset by", "text": "The prior year included: \u2022a gain of $914 million on the sale of Visa B shares and proceeds from an insurance settlement in Corporate, and \u2022a gain on an equity-method investment received in partial satisfaction of a loan in CB."}
-{"_id": "JPM20231293", "title": "JPM partially offset by", "text": "Refer to Business Segment Results on page 67 and Note 34 for additional information on the First Republic acquisition; Note 5 for additional information on net investment hedges; and Note 6 for further information."}
-{"_id": "JPM20231294", "title": "JPM partially offset by", "text": "Net interest income increased driven by higher rates, the impact of First Republic, and higher revolving balances in Card Services, partially offset by lower Markets net interest income and lower average deposit balances."}
-{"_id": "JPM20231295", "title": "JPM partially offset by", "text": "The Firm\u2019s average interest-earning assets were $3.3 trillion, down $23 billion, and the yield was 5.14%, up 236 basis points (\u201cbps\u201d). The net yield on these assets, on an FTE basis, was 2.70%, an increase of 70 bps. The net yield excluding Markets was 3.85%, up 125 bps."}
-{"_id": "JPM20231296", "title": "JPM partially offset by", "text": "Refer to the Consolidated average balance sheets, interest and rates schedule on pages 310-314 for further information. Net yield excluding Markets is a non-GAAP financial measure. Refer to Explanation and Reconciliation of the Firm\u2019s Use of Non-GAAP Financial Measures on pages 62\u201364 for a further discussion of Net yield excluding Markets."}
-{"_id": "JPM20231306", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 55", "text": " ##Provision for credit losses########## Year ended December 31,############ (in millions)####2023####2022####2021 Consumer, excluding credit card##$##935##$##506##$##(1,933) Credit card####6,048####3,353####(4,838) Total consumer####6,983####3,859####(6,771) Wholesale####2,299####2,476####(2,449) Investment securities####38####54####(36) Total provision for credit losses##$##9,320##$##6,389##$##(9,256)"}
-{"_id": "JPM20231308", "title": "JPM 2023 compared with 2022", "text": "The provision for credit losses was $9.3 billion, reflecting $6.2 billion of net charge-offs and a net addition of $3.1 billion to the allowance for credit losses."}
-{"_id": "JPM20231309", "title": "JPM 2023 compared with 2022", "text": "Net charge-offs increased $3.3 billion, consisting of $2.6 billion in consumer, predominantly driven by Card Services, as the portfolio continued to normalize to pre-pandemic levels, and $698 million in wholesale."}
-{"_id": "JPM20231312", "title": "JPM 2023 compared with 2022", "text": "The net addition to the allowance for credit losses included $1.9 billion, consisting of: \u2022$1.3 billion in consumer, predominantly driven by CCB, reflecting a $1.4 billion net addition in Card Services, partially offset by a net reduction of $200 million in Home Lending. The net addition in Card Services was driven by loan growth, including an increase in revolving balances, partially offset by reduced borrower uncertainty. The net reduction in Home Lending was driven by improvements in the outlook for home prices; and \u2022$657 million in wholesale, driven by net downgrade activity and the net effect of changes in the Firm's weighted average macroeconomic outlook, including a deterioration in the outlook for commercial real estate in CB, partially offset by the impact of changes in the loan and lending-related commitment portfolios."}
-{"_id": "JPM20231313", "title": "JPM 2023 compared with 2022", "text": "The net addition also included $1.2 billion to establish the allowance for the First Republic loans and lending-related commitments in the second quarter of 2023."}
-{"_id": "JPM20231314", "title": "JPM 2023 compared with 2022", "text": "The provision in the prior year included a $3.5 billion net addition to the allowance for credit losses, consisting of $2.3 billion in wholesale and $1.2 billion in consumer, driven by loan growth and deterioration in the Firm\u2019s macroeconomic outlook, partially offset by a reduction in the allowance related to a decrease in uncertainty associated with borrower behavior as the effects of the pandemic gradually receded, and net charge-offs of $2.9 billion."}
-{"_id": "JPM20231315", "title": "JPM 2023 compared with 2022", "text": "Refer to the segment discussions of CCB on pages 68\u201371, CIB on pages 72\u201377, CB on pages 78\u201380, AWM on pages 81\u201383, the Allowance for Credit Losses on pages 131\u2013133, and Notes 1, 10 and 13 for further discussion of the credit portfolio and the allowance for credit losses."}
-{"_id": "JPM20231328", "title": "JPM 56 JPMorgan Chase & Co./2023 Form 10-K", "text": " ##Noninterest expense########## Year ended December 31,############ (in millions)####2023####2022####2021 Compensation expense##$##46,465##$##41,636##$##38,567 Noncompensation expense:############ Occupancy####4,590####4,696####4,516 Technology, communications and equipment(a)####9,246####9,358####9,941 Professional and outside services####10,235####10,174####9,814 Marketing####4,591####3,911####3,036 Other(b)####12,045####6,365####5,469 Total noncompensation expense(c)####40,707####34,504####32,776 Total noninterest expense##$##87,172##$##76,140##$##71,343"}
-{"_id": "JPM20231329", "title": "JPM 56 JPMorgan Chase & Co./2023 Form 10-K", "text": "(a)Includes depreciation expense associated with auto operating lease assets."}
-{"_id": "JPM20231330", "title": "JPM 56 JPMorgan Chase & Co./2023 Form 10-K", "text": "(b)Included Firmwide legal expense of $1.4 billion, $266 million and $426 million, as well as FDIC-related expense of $4.2 billion, $860 million and $730 million for the years ended December 31, 2023, 2022 and 2021, respectively. Refer to Note 6 for additional information."}
-{"_id": "JPM20231331", "title": "JPM 56 JPMorgan Chase & Co./2023 Form 10-K", "text": "(c)Reflected the impact of First Republic of $1.5 billion, which included expenses recorded in the second quarter of 2023 with respect to individuals associated with First Republic who did not become employees of the Firm until July 2, 2023. Refer to Business Segment Results on page 67 for additional information."}
-{"_id": "JPM20231336", "title": "JPM 2023 compared with 2022", "text": "Compensation expense increased driven by: \u2022an increase in employees, primarily in technology and front office, as well as wage inflation, \u2022the impact of First Republic in the second half of 2023, predominantly in CCB and Corporate, and \u2022higher volume- and revenue-related compensation predominantly in AWM and CCB."}
-{"_id": "JPM20231342", "title": "JPM 2023 compared with 2022", "text": "Noncompensation expense increased as a result of: \u2022higher FDIC-related expense, which included the $2.9 billion special assessment recognized in Corporate, \u2022the impact of First Republic in Corporate and CCB, \u2022higher legal expense in CIB, Corporate and CCB, \u2022higher investments in the business, including marketing and technology, and \u2022higher other expenses, including higher indirect tax expense in CIB, and higher travel and entertainment expense across the segments,"}
-{"_id": "JPM20231344", "title": "JPM partially offset by", "text": " \u2022lower depreciation expense on lower auto lease assets."}
-{"_id": "JPM20231351", "title": "JPM partially offset by", "text": "Refer to Business Segment Results on page 67 and Note 34 for additional information on the First Republic acquisition; Note 6 for further information; Income tax expense################## Year ended December 31, (in millions, except rate)################## ####2023######2022######2021## Income before income tax expense##$####61,612##$####46,166##$####59,562 Income tax expense####12,060######8,490######11,228## Effective tax rate####19.6##%####18.4##%####18.9##%"}
-{"_id": "JPM20231356", "title": "JPM 2023 compared with 2022", "text": "The effective tax rate increased predominantly driven by: \u2022the higher level of pre-tax income and changes in the mix of income and expenses subject to U.S. federal, state and local taxes, \u2022lower benefits associated with tax audit settlements, and \u2022 vesting of employee stock based awards,"}
-{"_id": "JPM20231359", "title": "JPM largely offset by", "text": " \u2022the impact of the income tax expense associated with the First Republic acquisition that was reflected in the estimated bargain purchase gain, which resulted in a reduction in the Firm\u2019s effective tax rate, and \u2022an income tax benefit related to the finalization of certain income tax regulations."}
-{"_id": "JPM20231360", "title": "JPM largely offset by", "text": "Refer to Note 25 for further information."}
-{"_id": "JPM20231383", "title": "JPM Consolidated balance sheets analysis", "text": "The following is a discussion of the significant changes between December 31, 2023 and 2022. Refer to pages 155\u2013158 for a discussion of the Critical Accounting Estimates Used by the Firm that affect the Consolidated Balance Sheets. ######Selected Consolidated balance sheets data######## December 31, (in millions)####2023######2022##Change## Assets############## Cash and due from banks##$##29,066####$##27,697##5##% Deposits with banks####595,085######539,537##10## Federal funds sold and securities purchased under resale agreements####276,152######315,592##(12)## Securities borrowed####200,436######185,369##8## Trading assets####540,607######453,799##19## Available-for-sale securities####201,704######205,857##(2)## Held-to-maturity securities####369,848######425,305##(13)## Investment securities, net of allowance for credit losses####571,552######631,162##(9)## Loans####1,323,706######1,135,647##17## Allowance for loan losses####(22,420)######(19,726)##14## Loans, net of allowance for loan losses####1,301,286######1,115,921##17## Accrued interest and accounts receivable####107,363######125,189##(14)## Premises and equipment####30,157######27,734##9## Goodwill, MSRs and other intangible assets####64,381######60,859##6## Other assets####159,308######182,884##(13)## Total assets##$##3,875,393####$##3,665,743##6##%"}
-{"_id": "JPM20231386", "title": "JPM Consolidated balance sheets analysis", "text": "Cash and due from banks and deposits with banks increased reflecting the higher level of excess cash placed with the Federal Reserve Banks. The Firm\u2019s excess cash primarily resulted from: \u2022the net issuance of long-term debt, and \u2022the impact of maturities and paydowns of investment securities in Treasury and CIO,"}
-{"_id": "JPM20231388", "title": "JPM partially offset by", "text": " \u2022the impacts associated with the First Republic acquisition in the first half of 2023."}
-{"_id": "JPM20231389", "title": "JPM partially offset by", "text": "Federal funds sold and securities purchased under resale agreements decreased, reflecting a reduction in client-driven market-making activities, partially offset by higher cash deployment in Treasury and CIO."}
-{"_id": "JPM20231390", "title": "JPM partially offset by", "text": "Securities borrowed increased driven by Markets, reflecting a higher demand for securities to cover short positions and client-driven activities."}
-{"_id": "JPM20231391", "title": "JPM partially offset by", "text": "Refer to Note 11 for additional information on securities purchased under resale agreements and securities borrowed."}
-{"_id": "JPM20231392", "title": "JPM partially offset by", "text": "Trading assets increased, reflecting in Markets higher debt and equity instruments on client-driven market-making activities, partially offset by lower derivative receivables, primarily as a result of market movements. Refer to Notes 2 and 5 for additional information."}
-{"_id": "JPM20231394", "title": "JPM partially offset by", "text": "Investment securities decreased due to: \u2022lower available-for-sale (\"AFS\") securities driven by maturities and paydowns, predominantly offset by the impact of First Republic, net purchases, and the transfer of securities from held-to-maturity (\u201cHTM\u201d) in the first"}
-{"_id": "JPM20231396", "title": "JPM quarter of 2023, and", "text": " \u2022lower HTM securities driven by maturities and paydowns, and the transfer of securities to AFS."}
-{"_id": "JPM20231397", "title": "JPM quarter of 2023, and", "text": "Refer to Corporate segment results on pages 84\u201385, Investment Portfolio Risk Management on page 134 and Notes 2 and 10 for additional information on investment securities."}
-{"_id": "JPM20231401", "title": "JPM quarter of 2023, and", "text": "Loans increased, reflecting: \u2022$146 billion of loans associated with First Republic, \u2022growth in new accounts in Card Services, as well as higher revolving balances, which continued to normalize to pre-pandemic levels, and \u2022growth in Auto loans due to net originations."}
-{"_id": "JPM20231403", "title": "JPM quarter of 2023, and", "text": "The allowance for loan losses increased, reflecting: \u2022a net addition to the allowance for loan losses of $2.2 billion, consisting of:"}
-{"_id": "JPM20231404", "title": "JPM quarter of 2023, and", "text": "\u2013$1.3 billion in consumer, predominantly driven by CCB, reflecting $1.4 billion in Card Services driven by loan growth, including an increase in revolving balances, partially offset by a net reduction of $176 million in Home Lending, and"}
-{"_id": "JPM20231406", "title": "JPM quarter of 2023, and", "text": "\u2013$930 million in wholesale, driven by net downgrade activity and the net effect of changes in the Firm's weighted average macroeconomic outlook, and \u2022$1.1 billion to establish the allowance for the First Republic loans in the second quarter of 2023."}
-{"_id": "JPM20231407", "title": "JPM quarter of 2023, and", "text": "The allowance for loan losses also reflected a reduction of $587 million, on January 1, 2023, as a result of the adoption of the Financial Instruments - Credit Losses: Troubled Debt Restructurings accounting guidance."}
-{"_id": "JPM20231409", "title": "JPM 58 JPMorgan Chase & Co./2023 Form 10-K", "text": "References in this Form 10-K to \"changes to the TDR accounting guidance\" pertain to the Firm's adoption of this guidance."}
-{"_id": "JPM20231410", "title": "JPM 58 JPMorgan Chase & Co./2023 Form 10-K", "text": "There was also a $408 million net reduction in the allowance for lending-related commitments recognized in other liabilities on the Consolidated balance sheets."}
-{"_id": "JPM20231411", "title": "JPM 58 JPMorgan Chase & Co./2023 Form 10-K", "text": "Refer to Consolidated Results of Operations and Credit and Investment Risk Management on pages 54\u201357 and pages 111\u2013134, respectively, and Notes 2, 3, 12 and 13 for additional information on loans and the total allowance for credit losses; and Business Segment Results on page 67 and Note 34 for additional information on the First Republic acquisition."}
-{"_id": "JPM20231412", "title": "JPM 58 JPMorgan Chase & Co./2023 Form 10-K", "text": "Accrued interest and accounts receivable decreased due to lower client receivables related to client-driven activities in Markets."}
-{"_id": "JPM20231413", "title": "JPM 58 JPMorgan Chase & Co./2023 Form 10-K", "text": "Premises and equipment increased as a result of the construction-in-process associated with the Firm's headquarters, the First Republic acquisition, largely lease right-of-use assets, and higher capitalized software. Refer to Note 16 and 18 for additional information."}
-{"_id": "JPM20231417", "title": "JPM 58 JPMorgan Chase & Co./2023 Form 10-K", "text": "Goodwill, MSRs and other intangibles increased predominantly due to: \u2022other intangibles and goodwill related to the acquisition of the remaining 51% interest in CIFM, \u2022core deposit intangibles associated with the First Republic acquisition, and \u2022higher MSRs as a result of net additions primarily from purchases, and the impact of higher interest rates, partially offset by the realization of expected cash flows."}
-{"_id": "JPM20231418", "title": "JPM 58 JPMorgan Chase & Co./2023 Form 10-K", "text": "Refer to Note 15 and 34 for additional information."}
-{"_id": "JPM20231432", "title": "JPM 58 JPMorgan Chase & Co./2023 Form 10-K", "text": "Other assets decreased reflecting the impact of the change in the type of collateral placed with CCPs from cash to securities. ######Selected Consolidated balance sheets data######## December 31, (in millions)####2023######2022##Change## Liabilities############## Deposits##$##2,400,688####$##2,340,179##3## Federal funds purchased and securities loaned or sold under repurchase agreements####216,535######202,613##7## Short-term borrowings####44,712######44,027##2## Trading liabilities####180,428######177,976##1## Accounts payable and other liabilities####290,307######300,141##(3)## Beneficial interests issued by consolidated variable interest entities (\u201cVIEs\u201d)####23,020######12,610##83## Long-term debt####391,825######295,865##32## Total liabilities####3,547,515######3,373,411##5## Stockholders\u2019 equity####327,878######292,332##12## Total liabilities and stockholders\u2019 equity##$##3,875,393####$##3,665,743##6##%"}
-{"_id": "JPM20231438", "title": "JPM 58 JPMorgan Chase & Co./2023 Form 10-K", "text": "Deposits increased, reflecting the net impact of: \u2022higher balances in CIB due to net issuances of structured notes as a result of client demand, as well as deposit inflows from client-driven activities in Payments and Securities Services, partially offset by deposit attrition, including actions taken to reduce certain deposits, \u2022growth in Corporate related to the Firm's international consumer initiatives, \u2022lower balances in CCB reflecting higher customer spending, \u2022a decline in AWM due to continued migration into higher-yielding investments driven by the higher interest rate environment, predominantly offset by growth from new and existing customers as a result of new product offerings, and \u2022a decrease in CB due to continued deposit attrition as clients seek higher-yielding investments, predominantly offset by the retention of inflows associated with disruptions in the market in the first quarter of 2023."}
-{"_id": "JPM20231439", "title": "JPM 58 JPMorgan Chase & Co./2023 Form 10-K", "text": "The net increase also included $61 billion of deposits associated with First Republic, primarily reflected in CCB, AWM and CB."}
-{"_id": "JPM20231440", "title": "JPM 58 JPMorgan Chase & Co./2023 Form 10-K", "text": "Federal funds purchased and securities loaned or sold under repurchase agreements increased, reflecting the impact of a lower level of netting on reduced repurchase activity."}
-{"_id": "JPM20231441", "title": "JPM 58 JPMorgan Chase & Co./2023 Form 10-K", "text": "Refer to Liquidity Risk Management on pages 102\u2013109 for additional information on deposits, federal funds purchased and securities loaned or sold under repurchase agreements, and short-term borrowings; Notes 2 and 17 for deposits and Note 11 for federal funds purchased and securities loaned or sold under repurchase agreements; Business Segment Results on page 67 and Note 34 for additional information on the First Republic acquisition."}
-{"_id": "JPM20231442", "title": "JPM 58 JPMorgan Chase & Co./2023 Form 10-K", "text": "Trading liabilities increased due to client-driven market-making activities in Fixed Income Markets, which resulted in higher levels of short positions in debt instruments, partially offset by lower derivative payables primarily as a result of market movements. Refer to Notes 2 and 5 for additional information."}
-{"_id": "JPM20231443", "title": "JPM 58 JPMorgan Chase & Co./2023 Form 10-K", "text": "Accounts payable and other liabilities decreased primarily due to lower client payables related to client-driven activities in Markets, partially offset by higher accounts payable and accrued liabilities, including the $2.9 billion payable related to the FDIC special assessment. Refer to Note 19 for additional information."}
-{"_id": "JPM20231445", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 59", "text": "Beneficial interests issued by consolidated VIEs increased in CIB primarily driven by higher levels of Firm-administered multi-seller conduit commercial paper held by third parties, reflecting changes in the Firm\u2019s short-term liquidity management. Refer to Liquidity Risk Management on pages 102\u2013109; and Notes 14 and 28 for additional information on Firm-sponsored VIEs and loan securitization trusts."}
-{"_id": "JPM20231446", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 59", "text": "Long-term debt increased, reflecting the impact of First Republic, which included the Purchase Money Note issued to the FDIC and additional FHLB advances, as well as net issuance consistent with the Firm\u2019s long-term funding plans. The increase was also attributable to net issuances of structured notes in Markets due to client demand and an increase in fair value. Refer to Liquidity Risk Management on pages 102\u2013109 and Note 34 for additional information on the First Republic acquisition."}
-{"_id": "JPM20231447", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 59", "text": "Stockholders\u2019 equity: refer to Consolidated Statements of changes in stockholders\u2019 equity on page 169, Capital Actions on page 99, and Note 24 for additional information."}
-{"_id": "JPM20231458", "title": "JPM Consolidated cash flows analysis", "text": "The following is a discussion of cash flow activities during the years ended December 31, 2023 and 2022. Refer to Consolidated cash flows analysis on page 57 of the Firm\u2019s 2022 Form 10-K for a discussion of the 2021 activities. (in millions)####Year ended December 31,#### ####2023####2022 Net cash provided by/(used in)######## Operating activities##$##12,974##$##107,119 Investing activities####67,643####(137,819) Financing activities####(25,571)####(126,257) Effect of exchange rate changes on cash####1,871####(16,643) Net increase/(decrease) in cash and due from banks and deposits with banks##$##56,917##$##(173,600)"}
-{"_id": "JPM20231462", "title": "JPM Operating activities", "text": "JPMorgan Chase\u2019s operating assets and liabilities primarily support the Firm\u2019s lending and capital markets activities. These assets and liabilities can vary significantly in the normal course of business due to the amount and timing of cash flows, which are affected by client-driven and risk management activities and market conditions. The Firm believes that cash flows from operations, available cash and other liquidity sources, and its capacity to generate cash through secured and unsecured sources, are sufficient to meet its operating liquidity needs. \u2022In 2023, cash provided primarily reflected net income, lower other assets, and accrued interest and accounts receivable, predominantly offset by higher trading assets, lower accounts payable and other liabilities, and higher securities borrowed. \u2022In 2022, cash provided resulted from higher accounts payable and other liabilities, lower securities borrowed, and net proceeds from sales, securitizations, and paydowns of loans held-for-sale, partially offset by higher trading assets."}
-{"_id": "JPM20231466", "title": "JPM Investing activities", "text": "The Firm\u2019s investing activities predominantly include originating held-for-investment loans, investing in the investment securities portfolio and other short-term instruments. \u2022In 2023, cash provided resulted from net proceeds from investment securities, proceeds from sales and securitizations of loans held-for-investment and lower securities purchased under resale agreements, largely offset by net originations of loans and net cash used in the First Republic Bank acquisition. \u2022In 2022, cash used resulted from net originations of loans and higher securities purchased under resale agreements, partially offset by net proceeds from investment securities."}
-{"_id": "JPM20231471", "title": "JPM Financing activities", "text": "The Firm\u2019s financing activities include acquiring customer deposits and issuing long-term debt and preferred stock. \u2022In 2023, cash used reflected lower deposits, which included the impact of the repayment of the deposits provided to First Republic Bank by the consortium of large U.S. banks that the Firm assumed as part of the First Republic acquisition, partially offset by higher securities loaned under repurchase agreements and net proceeds from long- and short-term borrowings. \u2022In 2022, cash used reflected lower deposits, partially offset by net proceeds from long- and short-term borrowings. \u2022For both periods, cash was used for repurchases of common stock and cash dividends on common and preferred stock."}
-{"_id": "JPM20231473", "title": "JPM * * *", "text": "Refer to Consolidated Balance Sheets Analysis on pages 58\u201360, Capital Risk Management on pages 91-101, and Liquidity Risk Management on pages 102\u2013109, and the Consolidated Statements of Cash Flows on page 170 for a further discussion of the activities affecting the Firm\u2019s cash flows."}
-{"_id": "JPM20231475", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 61", "text": "EXPLANATION AND RECONCILIATION OF THE FIRM\u2019S USE OF NON-GAAP FINANCIAL MEASURES"}
-{"_id": "JPM20231477", "title": "JPM Non-GAAP financial measures", "text": "The Firm prepares its Consolidated Financial Statements in accordance with U.S. GAAP; these financial statements appear on pages 166\u2013170. That presentation, which is referred to as \u201creported\u201d basis, provides the reader with an understanding of the Firm\u2019s results that can be tracked consistently from year-to-year and enables a comparison of the Firm\u2019s performance with the U.S. GAAP financial statements of other companies."}
-{"_id": "JPM20231478", "title": "JPM Non-GAAP financial measures", "text": "In addition to analyzing the Firm\u2019s results on a reported basis, management reviews Firmwide results, including the overhead ratio, on a \u201cmanaged\u201d basis; these Firmwide managed basis results are non-GAAP financial measures. The Firm also reviews the results of the LOBs on a managed basis. The Firm\u2019s definition of managed basis starts, in each case, with the reported U.S. GAAP results and includes certain reclassifications to present total net revenue for the Firm (and each of the reportable business segments) on an FTE basis. Accordingly, revenue from investments that receive tax credits and tax-exempt securities is presented in the managed results on a basis comparable to taxable investments and securities. These financial measures allow"}
-{"_id": "JPM20231479", "title": "JPM Non-GAAP financial measures", "text": "management to assess the comparability of revenue from year-to-year arising from both taxable and tax-exempt sources. The corresponding income tax impact related to tax-exempt items is recorded within income tax expense. These adjustments have no impact on net income as reported by the Firm as a whole or by the LOBs."}
-{"_id": "JPM20231480", "title": "JPM Non-GAAP financial measures", "text": "Management also uses certain non-GAAP financial measures at the Firm and business-segment level because these other non-GAAP financial measures provide information to investors about the underlying operational performance and trends of the Firm or of the particular business segment, as the case may be, and therefore facilitate a comparison of the Firm or the business segment with the performance of its relevant competitors. Refer to Business Segment Results on pages 65\u201385 for additional information on these non-GAAP measures. Non-GAAP financial measures used by the Firm may not be comparable to similarly named non-GAAP financial measures used by other companies."}
-{"_id": "JPM20231494", "title": "JPM Non-GAAP financial measures", "text": "The following summary table provides a reconciliation from the Firm\u2019s reported U.S. GAAP results to managed basis. ##########2023################2022################2021###### Year ended December 31, (in millions, except ratios)####Reported######Fully taxable-equivalent adjustments(a)####Managed basis######Reported######Fully taxable-equivalent adjustments(a)####Managed basis######Reported######Fully taxable-equivalent adjustments(a)####Managed basis## Other income##$##5,609####$##3,782##$##9,391####$##4,322####$##3,148##$##7,470####$##4,830####$##3,225##$##8,055## Total noninterest revenue####68,837######3,782####72,619######61,985######3,148####65,133######69,338######3,225####72,563## Net interest income####89,267######480####89,747######66,710######434####67,144######52,311######430####52,741## Total net revenue####158,104######4,262####162,366######128,695######3,582####132,277######121,649######3,655####125,304## Total noninterest expense####87,172######NA####87,172######76,140######NA####76,140######71,343######NA####71,343## Pre-provision profit####70,932######4,262####75,194######52,555######3,582####56,137######50,306######3,655####53,961## Provision for credit losses####9,320######NA####9,320######6,389######NA####6,389######(9,256)######NA####(9,256)## Income before income tax expense####61,612######4,262####65,874######46,166######3,582####49,748######59,562######3,655####63,217## Income tax expense####12,060######4,262####16,322######8,490######3,582####12,072######11,228######3,655####14,883## Net income##$##49,552######NA##$##49,552####$##37,676######NA##$##37,676####$##48,334######NA##$##48,334## Overhead ratio####55##%####NM####54##%####59##%####NM####58##%####59##%####NM####57##%"}
-{"_id": "JPM20231495", "title": "JPM Non-GAAP financial measures", "text": "(a)Predominantly recognized in CIB, CB and Corporate."}
-{"_id": "JPM20231516", "title": "JPM Net interest income, net yield, and noninterest revenue excluding Markets", "text": "In addition to reviewing net interest income, net yield, and noninterest revenue on a managed basis, management also reviews these metrics excluding Markets, as shown below. Markets consists of CIB\u2019s Fixed Income Markets and Equity Markets. These metrics, which exclude Markets, are non-GAAP financial measures. Management reviews these metrics to assess the performance of the Firm\u2019s lending, investing (including asset-liability management) and deposit-raising activities, apart from any volatility associated with Markets activities. In addition, management also assesses Markets business performance on a total revenue basis as offsets may occur across revenue lines. Management believes that these measures provide investors and analysts with alternative measures to analyze the revenue trends of the Firm. Year ended December 31, (in millions, except rates)####2023######2022######2021## Net interest income \u2013 reported##$##89,267####$##66,710####$##52,311## Fully taxable-equivalent adjustments####480######434######430## Net interest income \u2013 managed basis(a)##$##89,747####$##67,144####$##52,741## Less: Markets net interest income(b)####(294)######4,789######8,243## Net interest income excluding Markets(a)##$##90,041####$##62,355####$##44,498## Average interest-earning assets##$##3,325,708####$##3,349,079####$##3,215,942## Less: Average Markets interest-earning assets(b)####985,777######953,195######888,238## Average interest-earning assets excluding Markets##$##2,339,931####$##2,395,884####$##2,327,704## Net yield on average interest-earning assets \u2013 managed basis####2.70##%####2.00##%####1.64##% Net yield on average Markets interest-earning assets(b)####(0.03)######0.50######0.93## Net yield on average interest-earning assets excluding Markets####3.85##%####2.60##%####1.91##% Noninterest revenue \u2013 reported##$##68,837##$##61,985##$##69,338 Fully taxable-equivalent adjustments####3,782####3,148####3,225 Noninterest revenue \u2013 managed basis##$##72,619##$##65,133##$##72,563 Less: Markets noninterest revenue(b)####28,086####24,195####19,151 Noninterest revenue excluding Markets##$##44,533##$##40,938##$##53,412 Memo: Total Markets net revenue(b)##$##27,792##$##28,984##$##27,394"}
-{"_id": "JPM20231517", "title": "JPM Net interest income, net yield, and noninterest revenue excluding Markets", "text": "(a)Interest includes the effect of related hedges. Taxable-equivalent amounts are used where applicable."}
-{"_id": "JPM20231518", "title": "JPM Net interest income, net yield, and noninterest revenue excluding Markets", "text": "(b)Refer to pages 75-76 for further information on Markets."}
-{"_id": "JPM20231520", "title": "JPM Calculation of certain U.S. GAAP and non-GAAP financial measures", "text": "Certain U.S. GAAP and non-GAAP financial measures are calculated as follows:"}
-{"_id": "JPM20231521", "title": "JPM Calculation of certain U.S. GAAP and non-GAAP financial measures", "text": "Book value per share (\u201cBVPS\u201d) Common stockholders\u2019 equity at period-end / Common shares at period-end"}
-{"_id": "JPM20231526", "title": "JPM ROTCE Net income* / Average tangible common equity", "text": "TBVPS Tangible common equity at period-end / Common shares at period-end"}
-{"_id": "JPM20231530", "title": "JPM * Represents net income applicable to common equity", "text": "In addition, the Firm reviews other non-GAAP measures such as: \u2022Adjusted expense, which represents noninterest expense excluding Firmwide legal expense, and \u2022Pre-provision profit, which represents total net revenue less total noninterest expense."}
-{"_id": "JPM20231531", "title": "JPM * Represents net income applicable to common equity", "text": "Management believes that these measures help investors understand the effect of these items on reported results and provide an alternative presentation of the Firm\u2019s performance."}
-{"_id": "JPM20231532", "title": "JPM * Represents net income applicable to common equity", "text": "The Firm also reviews the allowance for loan losses to period-end loans retained excluding trade finance and conduits, a non-GAAP financial measure, to provide a more meaningful assessment of CIB\u2019s allowance coverage ratio."}
-{"_id": "JPM20231535", "title": "JPM TCE, ROTCE and TBVPS", "text": "TCE, ROTCE and TBVPS are each non-GAAP financial measures. TCE represents the Firm\u2019s common stockholders\u2019 equity (i.e., total stockholders\u2019 equity less preferred stock) less goodwill and identifiable intangible assets (other than MSRs), net of related deferred tax liabilities. ROTCE measures the Firm\u2019s net income applicable to common equity as a percentage of average TCE. TBVPS represents the Firm\u2019s TCE at period-end divided by common shares at period-end. TCE, ROTCE and TBVPS are utilized by the Firm, as well as investors and analysts, in assessing the Firm\u2019s use of equity."}
-{"_id": "JPM20231546", "title": "JPM TCE, ROTCE and TBVPS", "text": "The following summary table provides a reconciliation from the Firm\u2019s common stockholders\u2019 equity to TCE. ######Period-end############Average######## ####Dec 31, 2023####Dec 31, 2022##########Year ended December 31,######## (in millions, except per share and ratio data)############2023######2022######2021## Common stockholders\u2019 equity##$##300,474##$##264,928##$##282,056####$##253,068####$##250,968## Less: Goodwill####52,634####51,662####52,258######50,952######49,584## Less: Other intangible assets####3,225####1,224####2,572######1,112######876## Add: Certain deferred tax liabilities(a)####2,996####2,510####2,883######2,505######2,474## Tangible common equity##$##247,611##$##214,552##$##230,109####$##203,509####$##202,982## Return on tangible common equity####NA####NA####21##%####18##%####23##% Tangible book value per share##$##86.08##$##73.12####NA######NA######NA##"}
-{"_id": "JPM20231547", "title": "JPM TCE, ROTCE and TBVPS", "text": "(a)Represents deferred tax liabilities related to tax-deductible goodwill and to identifiable intangibles created in nontaxable transactions, which are netted against goodwill and other intangibles when calculating TCE."}
-{"_id": "JPM20231550", "title": "JPM BUSINESS SEGMENT RESULTS", "text": "The Firm is managed on an LOB basis. There are four major reportable business segments \u2013 Consumer & Community Banking, Corporate & Investment Bank, Commercial Banking and Asset & Wealth Management. In addition, there is a Corporate segment."}
-{"_id": "JPM20231557", "title": "JPM BUSINESS SEGMENT RESULTS", "text": "The business segments are determined based on the products and services provided, or the type of customer served, and they reflect the manner in which financial information is evaluated by the Firm\u2019s Operating Committee. Segment results are presented on a managed basis. Refer to Explanation and Reconciliation of the Firm\u2019s use of Non-GAAP Financial Measures, on pages 62\u201364 for a definition of managed basis. ######JPMorgan Chase (a)######## ##Consumer Businesses##########Wholesale Businesses## ##Consumer & Community Banking######Corporate & Investment Bank######Commercial Banking Banking & Wealth Management##Home Lending##Card Services & Auto##Banking####Markets & Securities Services####\u2022 Middle Market Banking \u2022 Consumer Banking  \u2022 J.P. Morgan Wealth Management  \u2022 Business Banking##\u2022 Home Lending Production  \u2022 Home Lending Servicing  \u2022 Real Estate Portfolios##\u2022 Card Services \u2022 Auto##\u2022 Investment Banking  \u2022 Payments  \u2022 Lending####\u2022 Fixed  Income  Markets####\u2022 Corporate Client Banking ##########\u2022 Equity Markets  \u2022 Securities Services  \u2022 Credit Adjustments & Other####\u2022 Commercial Real Estate Banking"}
-{"_id": "JPM20231558", "title": "JPM BUSINESS SEGMENT RESULTS", "text": "(a)As a result of the organizational changes that were announced on January 25, 2024, the Firm will be reorganizing its business segments to reflect the manner in which the segments will be managed. The reorganization of the business segments is expected to be effective in the second quarter of 2024. Refer to Recent events on page 52 for additional information."}
-{"_id": "JPM20231560", "title": "JPM Description of business segment reporting methodology", "text": "Results of the business segments are intended to present each segment as if it were a stand-alone business. The management reporting process that derives business segment results includes the allocation of certain income and expense items. The Firm periodically assesses the assumptions, methodologies and reporting classifications used for segment reporting, and therefore further refinements may be implemented in future periods. The Firm also assesses the level of capital required for each LOB on at least an annual basis. The Firm\u2019s LOBs also provide various business metrics which are utilized by the Firm and its investors and analysts in assessing performance."}
-{"_id": "JPM20231562", "title": "JPM Revenue sharing", "text": "When business segments join efforts to sell products and services to the Firm\u2019s clients and customers, the participating business segments may agree to share revenue from those transactions. Revenue is generally recognized in the segment responsible for the related product or service, with allocations to the other segment(s) involved in the transaction. The segment results reflect these revenue-sharing agreements."}
-{"_id": "JPM20231564", "title": "JPM Expense allocation", "text": "Where business segments use services provided by corporate support units, or another business segment, the costs of those services are allocated to the respective business segments. The expense is generally"}
-{"_id": "JPM20231565", "title": "JPM Expense allocation", "text": "allocated based on the actual cost and use of services provided. In contrast, certain costs and investments related to corporate support units, technology and operations that are not currently utilized by any LOB are not allocated to the business segments and are retained in Corporate. Expense retained in Corporate generally includes costs that would not be incurred if the segments were stand-alone businesses, and other items not solely aligned with a particular business segment."}
-{"_id": "JPM20231567", "title": "JPM Funds transfer pricing", "text": "Funds transfer pricing (\u201cFTP\u201d) is the process by which the Firm allocates interest income and expense to the LOBs and Other Corporate and transfers the primary interest rate risk and liquidity risk to Treasury and CIO."}
-{"_id": "JPM20231568", "title": "JPM Funds transfer pricing", "text": "The funds transfer pricing process considers the interest rate and liquidity risk characteristics of assets and liabilities and off-balance sheet products. Periodically, the methodology and assumptions utilized in the FTP process are adjusted to reflect economic conditions and other factors, which may impact the allocation of net interest income to the segments."}
-{"_id": "JPM20231569", "title": "JPM Funds transfer pricing", "text": "As a result of the higher interest rate environment, the cost of funds for assets and the credits earned for liabilities have generally increased, impacting the business segments\u2019 net interest income. During the period ended December 31, 2023, this has resulted in higher cost of funds for loans and"}
-{"_id": "JPM20231571", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 65", "text": "Markets activities, and contributed to margin expansion on deposits."}
-{"_id": "JPM20231573", "title": "JPM Foreign exchange risk", "text": "Foreign exchange risk is transferred from the LOBs and Other Corporate to Treasury and CIO for certain revenues and expenses. Treasury and CIO manages these risks centrally and reports the impact of foreign exchange rate movements related to the transferred risk in its results. Refer to Market Risk Management on page 143 for additional information."}
-{"_id": "JPM20231575", "title": "JPM Debt expense and preferred stock dividend allocation", "text": "As part of the funds transfer pricing process, almost all of the cost of the credit spread component of outstanding unsecured long-term debt and preferred stock dividends is allocated to the reportable business segments, while the balance of the cost is retained in Corporate. The methodology to allocate the cost of unsecured long-term debt and preferred stock dividends to the business segments is aligned with the relevant regulatory capital requirements and funding needs of the LOBs, as applicable."}
-{"_id": "JPM20231576", "title": "JPM Debt expense and preferred stock dividend allocation", "text": "The allocated cost of unsecured long-term debt is included in a business segment\u2019s net interest income, and net income is reduced by preferred stock dividends, to arrive at a business segment\u2019s net income applicable to common equity."}
-{"_id": "JPM20231577", "title": "JPM Debt expense and preferred stock dividend allocation", "text": "Refer to Capital Risk Management on pages 91-101 for additional information."}
-{"_id": "JPM20231579", "title": "JPM Capital allocation", "text": "The amount of capital assigned to each business segment is referred to as equity. The Firm\u2019s current allocation methodology incorporates Basel III Standardized risk-weighted assets (\u201cRWA\u201d) and the global systemically important banks (\u201cGSIB\u201d) surcharge, both under rules currently in effect, as well as a simulation of capital in a severe stress environment. At least annually, the assumptions, judgments and methodologies used to allocate capital are reassessed and, as a result, the capital allocated to the LOBs may change."}
-{"_id": "JPM20231580", "title": "JPM Capital allocation", "text": "Refer to Line of business equity on page 98 for additional information on capital allocation."}
-{"_id": "JPM20231598", "title": "JPM Segment Results \u2013 Managed Basis", "text": "The following tables summarize the Firm\u2019s results by segment for the periods indicated. Year ended December 31,##############Consumer & Community Banking########################Corporate & Investment Bank####################Commercial Banking######## (in millions, except ratios)####2023######2022##########2021########2023######2022##########2021########2023######2022######2021## Total net revenue##$####70,148##$####54,814####(a)##$####49,879##(a)##$##48,807####$####48,102####(a)##$####51,943##(a)##$##15,546####$####11,533##$####10,008 Total noninterest expense####34,819######31,208######(a)####29,028####(a)####28,594######27,350######(a)####25,553####(a)####5,378######4,719######4,041## Pre-provision profit/(loss)####35,329######23,606##########20,851########20,213######20,752##########26,390########10,168######6,814######5,967## Provision for credit losses####6,899######3,813##########(6,989)########121######1,158##########(1,174)########1,970######1,268######(947)## Net income/(loss)####21,232######14,916######(a)####20,957####(a)####14,129######14,925######(a)####21,107####(a)####6,143######4,213######5,246## Return on equity (\u201cROE\u201d)####38##%####29##%########41##%######13##%####14##%########25##%######20##%####16##%####21##% Year ended December 31,##########Asset & Wealth Management##################Corporate##################Total######## (in millions, except ratios)####2023######2022######2021######2023######2022######2021######2023######2022######2021## Total net revenue##$##19,827####$####17,748##$####16,957##$####8,038##$####80##$####(3,483)##$####162,366##$####132,277##$####125,304 Total noninterest expense####12,780######11,829######10,919######5,601######1,034######1,802######87,172######76,140######71,343## Pre-provision profit/(loss)####7,047######5,919######6,038######2,437######(954)######(5,285)######75,194######56,137######53,961## Provision for credit losses####159######128######(227)######171######22######81######9,320######6,389######(9,256)## Net income/(loss)####5,227######4,365######4,737######2,821######(743)######(3,713)######49,552######37,676######48,334## Return on equity (\u201cROE\u201d)####31##%####25##%####33##%####NM######NM######NM######17##%####14##%####19##%"}
-{"_id": "JPM20231599", "title": "JPM Segment Results \u2013 Managed Basis", "text": "(a)In the first quarter of 2023, the allocations of revenue and expense to CCB associated with a Merchant Services revenue sharing agreement were discontinued and are now retained in Payments in CIB. Prior-period amounts have been revised to conform with the current presentation."}
-{"_id": "JPM20231602", "title": "JPM Selected Firmwide Metrics", "text": "The following tables present key metrics for Wealth Management, which consists of the Global Private Bank in AWM and J.P. Morgan Wealth Management in CCB; and total revenue and key metrics for J.P. Morgan Payments, which consists of payments activities in CIB and CB. This presentation is intended to provide investors with additional information concerning Wealth Management and J.P. Morgan Payments, each of which consists of similar business activities conducted across LOBs to serve different types of clients and customers."}
-{"_id": "JPM20231606", "title": "JPM Selected metrics - Wealth Management", "text": " Year ended December 31,####2023######2022####2021 Client assets (in billions)(a)##$##3,177##(b)##$##2,438##$##2,456 Number of client advisors####8,971######8,166####7,463"}
-{"_id": "JPM20231607", "title": "JPM Selected metrics - Wealth Management", "text": "(a) Consists of Global Private Bank in AWM and client investment assets in J.P. Morgan Wealth Management in CCB."}
-{"_id": "JPM20231608", "title": "JPM Selected metrics - Wealth Management", "text": "(b)At December 31, 2023, included $144.6 billion of client investment assets associated with First Republic."}
-{"_id": "JPM20231614", "title": "JPM Selected metrics - J.P. Morgan Payments", "text": " ######(in millions, except where otherwise noted)###### Year ended December 31,####2023####2022####2021 Total net revenue(a)##$##18,248##$##13,909##$##9,861 Merchant processing volume (in billions)####2,408####2,158####1,887 Average deposits (in billions)####715####779####800"}
-{"_id": "JPM20231615", "title": "JPM Selected metrics - J.P. Morgan Payments", "text": "(a)Includes certain revenues that are reported as investment banking product revenue in CB, and excludes the net impact of equity investments."}
-{"_id": "JPM20231632", "title": "JPM Segment information related to First Republic", "text": "The following table presents selected impacts to CCB, CB, AWM and Corporate associated with First Republic from the acquisition date of May 1, 2023. ##############As of or for the year ended December 31, 2023############ (in millions)####Consumer & Community Banking####Commercial Banking####Asset & Wealth Management######Corporate######Total## Selected Income Statement Data########################## Revenue########################## Asset management fees##$##387##$##\u2014##$##\u2014####$##\u2014####$##387## All other income####489####201####503######2,862##(b)####4,055## Noninterest revenue####876####201####503######2,862######4,442## Net interest income####2,401####704####668######(55)######3,718## Total net revenue####3,277####905####1,171######2,807######8,160## Provision for credit losses####421####731####128######\u2014######1,280## Noninterest expense####1,219####45####50######1,033##(c)####2,347## Net income####1,244####98####753######2,015######4,110## Selected Balance Sheet Data (period-end)########################## Loans##$##94,671##$##38,495##$##11,436####$##\u2014####$##144,602##(d) Deposits (a)####42,710####6,163####12,098######\u2014######60,971##(d)"}
-{"_id": "JPM20231633", "title": "JPM Segment information related to First Republic", "text": "(a)In the fourth quarter of 2023, CCB transferred certain deposits associated with First Republic to AWM, CB and CIB."}
-{"_id": "JPM20231634", "title": "JPM Segment information related to First Republic", "text": "(b)Included the preliminary estimated bargain purchase gain of $2.7 billion recorded in other income. For the year ended December 31, 2023, reflects measurement period adjustments of $63 million, resulting in an estimated bargain purchase gain of $2.8 billion for the year ended December 31, 2023. Refer to Note 34 for additional information."}
-{"_id": "JPM20231635", "title": "JPM Segment information related to First Republic", "text": "(c)Included $360 million of restructuring and integration costs."}
-{"_id": "JPM20231636", "title": "JPM Segment information related to First Republic", "text": "(d)Excluded $1.9 billion of loans and $508 million of deposits allocated to CIB."}
-{"_id": "JPM20231637", "title": "JPM Segment information related to First Republic", "text": "The following sections provide a comparative discussion of the Firm\u2019s results by segment as of or for the years ended December 31, 2023 and 2022, unless otherwise specified."}
-{"_id": "JPM20231671", "title": "JPM CONSUMER & COMMUNITY BANKING", "text": "Consumer & Community Banking offers products and services to consumers and small businesses through bank branches, ATMs, digital (including mobile and online) and telephone banking. CCB is organized into Banking & Wealth Management (including Consumer Banking, J.P. Morgan Wealth Management and Business Banking), Home Lending (including Home Lending Production, Home Lending Servicing and Real Estate Portfolios) and Card Services & Auto. Banking & Wealth Management offers deposit, investment and lending products, cash management, payments and services. Home Lending includes mortgage origination and servicing activities, as well as portfolios consisting of residential mortgages and home equity loans. Card Services issues credit cards and offers travel services. Auto originates and services auto loans and leases. ##Selected income statement data################ Year ended December 31,################## (in millions, except ratios)####2023######2022######2021## Revenue################## Lending- and deposit-related fees##$##3,356####$##3,316####$##3,034## Asset management fees####3,282##(d)####2,734######2,794## Mortgage fees and related income####1,175######1,236######2,159## Card income####2,532######2,469##(f)####3,364##(f) All other income(a)####4,773##(d)####5,131##(f)####5,741##(f) Noninterest revenue####15,118######14,886######17,092## Net interest income####55,030##(d)####39,928######32,787## Total net revenue####70,148######54,814######49,879## Provision for credit losses####6,899##(d)####3,813######(6,989)## Noninterest expense################## Compensation expense####15,171######13,092######12,142## Noncompensation expense(b)####19,648######18,116##(f)####16,886##(f) Total noninterest expense####34,819##(d)####31,208######29,028## Income before income tax expense####28,430######19,793######27,840## Income tax expense####7,198######4,877##(f)####6,883##(f) Net income##$##21,232####$##14,916####$##20,957## Revenue by line of business################## Banking & Wealth Management##$##43,199##(e)##$##30,059##(f)##$##23,786##(f) Home Lending####4,140##(e)####3,674######5,291## Card Services & Auto####22,809######21,081######20,802## Mortgage fees and related income details:################## Production revenue####421######497######2,215## Net mortgage servicing  revenue(c)####754######739######(56)## Mortgage fees and related income##$##1,175####$##1,236####$##2,159## Financial ratios################## Return on equity####38##%####29##%####41##% Overhead ratio####50######57######58##"}
-{"_id": "JPM20231672", "title": "JPM CONSUMER & COMMUNITY BANKING", "text": "(a)Primarily includes operating lease income and commissions and other fees. Operating lease income was $2.8 billion, $3.6 billion and $4.8 billion for the years ended December 31, 2023, 2022 and 2021, respectively."}
-{"_id": "JPM20231673", "title": "JPM CONSUMER & COMMUNITY BANKING", "text": "(b)Included depreciation expense on leased assets of $1.7 billion, $2.4 billion and $3.3 billion for the years ended December 31, 2023, 2022 and 2021, respectively."}
-{"_id": "JPM20231674", "title": "JPM CONSUMER & COMMUNITY BANKING", "text": "(c)Included MSR risk management results of $131 million, $93 million and $(525) million for the years ended December 31, 2023, 2022 and 2021, respectively."}
-{"_id": "JPM20231675", "title": "JPM CONSUMER & COMMUNITY BANKING", "text": "(d)Includes First Republic. Refer to page 67 for additional information."}
-{"_id": "JPM20231676", "title": "JPM CONSUMER & COMMUNITY BANKING", "text": "(e)Banking & Wealth Management and Home Lending included revenue associated with First Republic of $2.3 billion and $932 million, respectively, for the year ended December 31, 2023."}
-{"_id": "JPM20231677", "title": "JPM CONSUMER & COMMUNITY BANKING", "text": "(f)In the first quarter of 2023, the allocations of revenue and expense to CCB associated with a Merchant Services revenue sharing agreement were discontinued and are now retained in Payments in CIB. Prior-period amounts have been revised to conform with the current presentation."}
-{"_id": "JPM20231680", "title": "JPM 2023 compared with 2022", "text": "Net income was $21.2 billion, up 42%."}
-{"_id": "JPM20231681", "title": "JPM 2023 compared with 2022", "text": "Net revenue was $70.1 billion, up 28%."}
-{"_id": "JPM20231685", "title": "JPM 2023 compared with 2022", "text": "Net interest income was $55.0 billion, up 38%, driven by: \u2022deposit margin expansion on higher rates, partially offset by lower average deposits and the impact of lower PPP loan forgiveness in Banking & Wealth Management (\u201cBWM\u201d), \u2022higher Card Services NII, reflecting an increase in revolving balances, and \u2022the impact of First Republic in Home Lending."}
-{"_id": "JPM20231688", "title": "JPM 2023 compared with 2022", "text": "Noninterest revenue was $15.1 billion, up 2%, driven by: \u2022higher asset management fees due to the impact of First Republic as well as higher market levels and strong net inflows, higher commissions on annuity sales in BWM and higher other service fees associated with First Republic, \u2022higher net interchange income on increased debit and credit card sales volume, and"}
-{"_id": "JPM20231690", "title": "JPM 2023 compared with 2022", "text": "\u2013In Card Services, higher annual fees and the higher net interchange income were more than offset by an increase in amortization related to new account origination costs, reflecting continued growth. Net interchange income in Card Services also reflected the impact of a reduction in rewards costs and partner payments in the first quarter of 2023 related to a periodic tax refund on airline miles redeemed and an increase to the rewards liability due to adjustments to certain reward program terms in the second quarter of 2023; \u2022higher travel-related commissions in Card Services,"}
-{"_id": "JPM20231693", "title": "JPM predominantly offset by", "text": " \u2022lower auto operating lease income as a result of a decline in volume, and \u2022lower mortgage fees and related income in Home Lending."}
-{"_id": "JPM20231695", "title": "JPM Refer to Note 6 for additional information on card income,", "text": "asset management fees, and commissions and other fees; and Critical Accounting Estimates on pages 155\u2013158 for credit card rewards liability."}
-{"_id": "JPM20231696", "title": "JPM Refer to Note 6 for additional information on card income,", "text": "Refer to Note 15 for further information regarding changes in the value of the MSR asset and related hedges, and mortgage fees and related income."}
-{"_id": "JPM20231697", "title": "JPM Refer to Note 6 for additional information on card income,", "text": "Refer to Note 34 for additional information on the First Republic acquisition."}
-{"_id": "JPM20231700", "title": "JPM Refer to Note 6 for additional information on card income,", "text": "Noninterest expense was $34.8 billion, up 12%, reflecting: \u2022higher compensation expense, driven by an increase in employees, including the impact of First Republic in the second half of 2023 and additions primarily in bankers, advisors and technology, wage inflation and higher revenue-related compensation, as well as \u2022higher noncompensation expense, driven by the impact of First Republic, investments in marketing and technology, the increase in the FDIC assessment announced in the prior year as well as higher legal expense, partially offset by lower auto lease depreciation on lower auto lease assets."}
-{"_id": "JPM20231704", "title": "JPM Refer to Note 6 for additional information on card income,", "text": "The provision for credit losses was $6.9 billion, reflecting: \u2022net charge-offs of $5.3 billion, up $2.6 billion, predominantly driven by Card Services, as the portfolio continued to normalize to pre-pandemic levels, \u2022a $1.2 billion net addition to the allowance for credit losses, which included $1.4 billion in Card Services, partially offset by a net reduction of $200 million in Home Lending. The net addition in Card Services was driven by loan growth, including an increase in revolving balances, partially offset by reduced borrower uncertainty. The net reduction in Home Lending was driven by improvements in the outlook for home prices; and \u2022$408 million to establish the allowance for the First Republic loans and lending-related commitments in the second quarter of 2023."}
-{"_id": "JPM20231705", "title": "JPM Refer to Note 6 for additional information on card income,", "text": "The provision in the prior year was $3.8 billion, driven by net charge-offs of $2.7 billion and a $1.1 billion net addition to the allowance for credit losses across CCB."}
-{"_id": "JPM20231706", "title": "JPM Refer to Note 6 for additional information on card income,", "text": "Refer to Credit and Investment Risk Management on pages 111\u2013134 and Allowance for Credit Losses on pages 131\u2013133 for a further discussion of the credit portfolios and the allowance for credit losses."}
-{"_id": "JPM20231731", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 69", "text": " ##Selected metrics################ As of or for the year ended December 31,################## (in millions, except employees)####2023########2022######2021 Selected balance sheet data (period-end)################## Total assets##$####642,951####$####514,085##$##500,370 Loans:################## Banking & Wealth Management(a)####31,142####(d)####29,008######35,095 Home Lending(b)####259,181####(d)####172,554######180,529 Card Services####211,175########185,175######154,296 Auto####77,705########68,191######69,138 Total loans####579,203########454,928######439,058 Deposits####1,094,738####(e)####1,131,611######1,148,110 Equity####55,500########50,000######50,000 Selected balance sheet data (average)################## Total assets##$####584,367####$####497,263##$##489,771 Loans:################## Banking & Wealth Management####30,142####(f)####31,545######44,906 Home Lending(c)####232,115####(f)####176,285######181,049 Card Services####191,424########163,335######140,405 Auto####72,674########68,098######67,624 Total loans####526,355########439,263######433,984 Deposits####1,126,552####(g)####1,162,680######1,054,956 Equity####54,349########50,000######50,000 Employees####141,640########135,347######128,863"}
-{"_id": "JPM20231732", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 69", "text": "(a)At December 31, 2023, 2022 and 2021, included $94 million, $350 million and $5.4 billion of loans, respectively, in Business Banking under the PPP."}
-{"_id": "JPM20231733", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 69", "text": "(b)At December 31, 2023, 2022 and 2021, Home Lending loans held-for-sale and loans at fair value were $3.4 billion, $3.0 billion and $14.9 billion, respectively."}
-{"_id": "JPM20231734", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 69", "text": "(c)Average Home Lending loans held-for sale and loans at fair value were $4.8 billion, $7.3 billion and $15.4 billion for the years ended December 31, 2023, 2022 and 2021, respectively."}
-{"_id": "JPM20231735", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 69", "text": "(d)At December 31, 2023, included $4.0 billion and $90.7 billion for Banking & Wealth Management and Home Lending, respectively, associated with First Republic."}
-{"_id": "JPM20231736", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 69", "text": "(e)Includes First Republic. In the fourth quarter of 2023, CCB transferred certain deposits associated with First Republic to AWM, CB, and CIB. Refer to page 67 for additional information."}
-{"_id": "JPM20231737", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 69", "text": "(f)Average Banking & Wealth Management and Home Lending loans associated with First Republic were $2.4 billion and $60.2 billion, respectively, for the year ended December 31, 2023."}
-{"_id": "JPM20231766", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 69", "text": "(g)Included $39.4 billion associated with First Republic for the year ended December 31, 2023. ##Selected metrics################ As of or for the year ended December 31,################## (in millions, except ratio data)####2023######2022######2021## Credit data and quality statistics################## Nonaccrual loans(a)(b)##$##3,740####$##3,899####$##4,875## Net charge-offs/(recoveries)################## Banking & Wealth Management####340######370######289## Home Lending####(56)######(229)######(275)## Card Services####4,699######2,403######2,712## Auto####357######144######35## Total net charge-offs/(recoveries)##$##5,340####$##2,688####$##2,761## Net charge-off/(recovery) rate################## Banking & Wealth Management(c)####1.13##%####1.17##%####0.64##% Home Lending####(0.02)######(0.14)######(0.17)## Card Services####2.45######1.47######1.94## Auto####0.49######0.21######0.05## Total net charge-off/(recovery) rate####1.02##%####0.62##%####0.66##% 30+ day delinquency rate################## Home Lending(d)(e)####0.66##%####0.83##%####1.25##% Card Services####2.14######1.45######1.04## Auto####1.19######1.01######0.64## 90+ day delinquency rate - Card Services####1.05##%####0.68##%####0.50##% Allowance for loan losses################## Banking & Wealth Management##$##685####$##722####$##697## Home Lending####578##(f)####867######660## Card Services####12,453######11,200######10,250## Auto####742######715######733## Total allowance for loan losses##$##14,458##(g)##$##13,504####$##12,340##"}
-{"_id": "JPM20231767", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 69", "text": "(a)At December 31, 2023, 2022 and 2021, nonaccrual loans excluded mortgage loans 90 or more days past due and insured by U.S. government agencies of $123 million, $187 million and $342 million, respectively. These amounts have been excluded based upon the government guarantee. In addition, the Firm\u2019s policy is generally to exempt credit card loans from being placed on nonaccrual status as permitted by regulatory guidance."}
-{"_id": "JPM20231768", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 69", "text": "(b)At December 31, 2023, 2022 and 2021, generally excludes loans that were under payment deferral programs offered in response to the COVID-19 pandemic."}
-{"_id": "JPM20231769", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 69", "text": "(c)At December 31, 2023, 2022 and 2021, included $94 million, $350 million and $5.4 billion of loans, respectively, in Business Banking under the PPP. The Firm does not expect to realize material credit losses on PPP loans because the loans are guaranteed by the SBA."}
-{"_id": "JPM20231770", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 69", "text": "(d)At December 31, 2023, 2022 and 2021, the principal balance of loans under payment deferral programs offered in response to the COVID-19 pandemic was $29 million, $449 million and $1.1 billion in Home Lending, respectively. Loans that are performing according to their modified terms are generally not considered delinquent."}
-{"_id": "JPM20231771", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 69", "text": "(e)At December 31, 2023, 2022 and 2021, excluded mortgage loans insured by U.S. government agencies of $176 million, $258 million and $405 million, respectively, that are 30 or more days past due. These amounts have been excluded based upon the government guarantee."}
-{"_id": "JPM20231772", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 69", "text": "(f)Includes First Republic."}
-{"_id": "JPM20231773", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 69", "text": "(g)On January 1, 2023, the Firm adopted changes to the TDR accounting guidance. The adoption of this guidance resulted in a net decrease in the allowance for loan losses of $591 million, driven by residential real estate and credit card. Refer to Note 1 for further information."}
-{"_id": "JPM20231807", "title": "JPM 70 JPMorgan Chase & Co./2023 Form 10-K", "text": " ##Selected metrics################ As of or for the year ended December 31,################## (in billions, except ratios and where otherwise noted)####2023######2022######2021## Business Metrics################## CCB Consumer customers (in millions)(a)####82.1##(g)####79.2######76.5## CCB Small business customers (in millions)(a)####6.4##(g)####5.7######5.3## Number of branches####4,897######4,787######4,790## Active digital customers  (in thousands)(b)####66,983##(g)####63,136######58,857## Active mobile customers  (in thousands)(c)####53,828##(g)####49,710######45,452## Debit and credit card sales volume##$##1,678.6####$##1,555.4####$##1,360.7## Total payments transaction volume (in trillions)(d)####5.9##(g)####5.6######5.0## ##Banking & Wealth Management################ Average deposits##$##1,111.7##(h)##$##1,145.7####$##1,035.4## Deposit margin####2.84##%####1.71##%####1.27##% Business Banking average loans##$##19.6####$##22.3####$##37.5## Business Bankingorigination volume####4.8######4.3######13.9##(j) Client investment assets(e)####951.1######647.1######718.1## Number of client advisors####5,456######5,029######4,725## Home Lending################## Mortgage origination volume by channel################## Retail##$##22.4##(i)##$##38.5####$##91.8## Correspondent####12.7######26.9######70.9## Total mortgage origination volume(f)##$##35.1####$##65.4####$##162.7## Third-party mortgage loans serviced (period-end)##$##631.2####$##584.3####$##519.2## MSR carrying value(period-end)####8.5######8.0######5.5## Card Services################## Sales volume, excluding commercial card##$##1,163.6####$##1,064.7####$##893.5## Net revenue rate####9.72##%####9.87##%####10.51##% Net yield on average loans####9.61######9.77######9.88## New credit card accounts opened (in millions)####10.0######9.6######8.0## Auto################## Loan and lease origination volume##$##41.3####$##30.4####$##43.6## Average auto operating lease assets####10.9######14.3######19.1##"}
-{"_id": "JPM20231808", "title": "JPM 70 JPMorgan Chase & Co./2023 Form 10-K", "text": "(a)The Consumer and Small business customers metrics include unique individuals, and businesses and legal entities, respectively, that have financial ownership or decision-making power with respect to accounts; these metrics exclude customers under the age of 18. Where a customer uses the same unique identifier as both a Consumer and a Small business, the customer is included in both metrics. For information concerning the Households metric previously disclosed, refer to the Glossary of terms and acronyms on pages 315-321."}
-{"_id": "JPM20231809", "title": "JPM 70 JPMorgan Chase & Co./2023 Form 10-K", "text": "(b)Users of all web and/or mobile platforms who have logged in within the past 90 days."}
-{"_id": "JPM20231810", "title": "JPM 70 JPMorgan Chase & Co./2023 Form 10-K", "text": "(c)Users of all mobile platforms who have logged in within the past 90 days."}
-{"_id": "JPM20231811", "title": "JPM 70 JPMorgan Chase & Co./2023 Form 10-K", "text": "(d)Total payments transaction volume includes debit and credit card sales volume and gross outflows of ACH, ATM, teller, wires, BillPay, PayChase, Zelle, person-to-person and checks."}
-{"_id": "JPM20231812", "title": "JPM 70 JPMorgan Chase & Co./2023 Form 10-K", "text": "(e)Includes assets invested in managed accounts and J.P. Morgan mutual funds where AWM is the investment manager. Refer to AWM segment results on pages 81\u201383 for additional information. At December 31, 2023, included $144.6 billion of client investment assets associated with First Republic."}
-{"_id": "JPM20231813", "title": "JPM 70 JPMorgan Chase & Co./2023 Form 10-K", "text": "(f)Firmwide mortgage origination volume was $41.4 billion, $81.8 billion and $182.4 billion for the years ended December 31, 2023, 2022 and 2021, respectively."}
-{"_id": "JPM20231814", "title": "JPM 70 JPMorgan Chase & Co./2023 Form 10-K", "text": "(g)Excludes First Republic."}
-{"_id": "JPM20231815", "title": "JPM 70 JPMorgan Chase & Co./2023 Form 10-K", "text": "(h)Included $39.4 billion for the year ended December 31, 2023, associated with First Republic."}
-{"_id": "JPM20231816", "title": "JPM 70 JPMorgan Chase & Co./2023 Form 10-K", "text": "(i)Included $2.3 billion for the year ended December 31, 2023, associated with First Republic."}
-{"_id": "JPM20231817", "title": "JPM 70 JPMorgan Chase & Co./2023 Form 10-K", "text": "(j)Included origination volume under the PPP of $10.6 billion for the year ended December 31, 2021. The program ended on May 31, 2021 for new applications."}
-{"_id": "JPM20231841", "title": "JPM CORPORATE & INVESTMENT BANK", "text": "The Corporate & Investment Bank, which consists of Banking and Markets & Securities Services, offers a broad suite of investment banking, market-making, prime brokerage, lending, and treasury and securities products and services to a global client base of corporations, investors, financial institutions, merchants, government and municipal entities. Banking offers a full range of investment banking products and services in all major capital markets, including advising on corporate strategy and structure, capital-raising in equity and debt markets, as well as loan origination and syndication. Banking also includes Payments, which provides services, that enable clients to manage payments globally across liquidity and account solutions, commerce solutions, clearing, trade and working capital. Markets & Securities Services includes Markets, a global market-maker across products, including cash and derivative instruments, which also offers sophisticated risk management solutions, prime brokerage, clearing and research. Markets & Securities Services also includes Securities Services, a leading global custodian which provides custody, fund accounting and administration, and securities lending products principally for asset managers, insurance companies and public and private investment funds. ######Selected income statement data############ Year ended December 31,################## (in millions)####2023######2022######2021## Revenue################## Investment banking fees(a)##$##6,582####$##6,929####$##13,359## Principal transactions####23,671######19,926######15,764## Lending- and deposit-related fees####2,213######2,419######2,514## Commissions and other fees####4,821######5,058######4,995## Card income####1,450######1,249##(c)####1,108##(c) All other income####1,578######621##(c)####663##(c) Noninterest revenue####40,315######36,202######38,403## Net interest income####8,492######11,900######13,540## Total net revenue(b)####48,807######48,102######51,943## Provision for credit losses####121######1,158######(1,174)## Noninterest expense################## Compensation expense####14,345######13,918######13,096## Noncompensation expense####14,249######13,432##(c)####12,457##(c) Total noninterest expense####28,594######27,350######25,553## Income before income tax expense####20,092######19,594######27,564## Income tax expense####5,963######4,669##(c)####6,457##(c) Net income##$##14,129####$##14,925####$##21,107##"}
-{"_id": "JPM20231842", "title": "JPM CORPORATE & INVESTMENT BANK", "text": "(a)Includes CB's share of revenue from investment banking products sold to CB clients through the CIB that is subject to a revenue sharing arrangement which is reported as a reduction in All other income."}
-{"_id": "JPM20231843", "title": "JPM CORPORATE & INVESTMENT BANK", "text": "(b)Includes tax-equivalent adjustments, predominantly due to income tax credits and other tax benefits related to alternative energy investments; income tax credits and amortization of the cost of investments in affordable housing projects; and tax-exempt income"}
-{"_id": "JPM20231844", "title": "JPM CORPORATE & INVESTMENT BANK", "text": "from municipal bonds of $3.6 billion, $3.0 billion and $3.0 billion for the years ended December 31, 2023, 2022 and 2021, respectively."}
-{"_id": "JPM20231863", "title": "JPM CORPORATE & INVESTMENT BANK", "text": "(c)In the first quarter of 2023, the allocations of revenue and expense to CCB associated with a Merchant Services revenue sharing agreement were discontinued and are now retained in Payments in CIB. Prior-period amounts have been revised to conform with the current presentation. ########Selected income statement data################ Year ended December 31,######################## (in millions, except ratios)####2023########2022########2021#### Financial ratios######################## Return on equity####13##%######14##%######25##%## Overhead ratio####59########57########49#### Compensation expense as percentage of total net  revenue####29########29########25#### Revenue by business######################## Investment Banking##$####6,243####$####6,510####$####12,506## Payments####9,273########7,579####(b)####6,464####(b) Lending####1,007########1,377########1,001#### Total Banking####16,523########15,466########19,971#### Fixed Income Markets####18,813########18,617########16,865#### Equity Markets####8,979########10,367########10,529#### Securities Services####4,772########4,488########4,328#### Credit Adjustments & Other(a)####(280)########(836)########250#### Total Markets & Securities  Services####32,284########32,636########31,972#### Total net revenue##$##48,807######$####48,102####$##51,943####"}
-{"_id": "JPM20231864", "title": "JPM CORPORATE & INVESTMENT BANK", "text": "(a)Consists primarily of centrally managed credit valuation adjustments (\"CVA\"), funding valuation adjustments (\"FVA\") on derivatives, other valuation adjustments, and certain components of fair value option elected liabilities, which are primarily reported in principal transactions revenue. Results are presented net of associated hedging activities and net of CVA and FVA amounts allocated to Fixed Income Markets and Equity Markets. Refer to Notes 2, 3 and 24 for additional information."}
-{"_id": "JPM20231865", "title": "JPM CORPORATE & INVESTMENT BANK", "text": "(b)In the first quarter of 2023, the allocations of revenue and expense to CCB associated with a Merchant Services revenue sharing agreement were discontinued and are now retained in Payments in CIB. Prior-period amounts have been revised to conform with the current presentation."}
-{"_id": "JPM20231868", "title": "JPM 2023 compared with 2022", "text": "Net income was $14.1 billion, down 5%."}
-{"_id": "JPM20231869", "title": "JPM 2023 compared with 2022", "text": "Net revenue was $48.8 billion, up 1%."}
-{"_id": "JPM20231871", "title": "JPM 2023 compared with 2022", "text": "Banking revenue was $16.5 billion, up 7%. \u2022Investment Banking revenue was $6.2 billion, down 4%. Excluding $257 million of markdowns on held-for-sale positions, primarily unfunded commitments, in the bridge financing portfolio recorded in the second quarter of 2022, Investment Banking revenue was down 8%. Investment Banking fees were down 5%, driven by lower advisory and debt underwriting fees, partially offset by higher equity underwriting fees. The Firm ranked #1 for Global Investment Banking fees, according to Dealogic."}
-{"_id": "JPM20231872", "title": "JPM 2023 compared with 2022", "text": "\u2013Advisory fees were $2.8 billion, down 8%, due to a lower number of completed transactions, reflecting the lower level of announced deals in the current and the prior year amid a challenging environment."}
-{"_id": "JPM20231873", "title": "JPM 2023 compared with 2022", "text": "\u2013Debt underwriting fees were $2.6 billion, down 8%, as challenging market conditions, primarily in the first half of the year, resulted in lower issuance activity across leveraged loans, investment-grade loans, and high-grade bonds. This was largely offset by higher issuance activity in high-yield bonds driven by higher industry-wide issuance."}
-{"_id": "JPM20231876", "title": "JPM 2023 compared with 2022", "text": "\u2013Equity underwriting fees were $1.2 billion, up 11%, driven by a higher level of follow-on offerings due to lower equity market volatility and a higher level of convertible securities offerings which benefited from higher rates, partially offset by lower activity in private placements amid a challenging environment. \u2022Payments revenue was $9.3 billion, up 22%, driven by deposit margin expansion on higher rates and fees, partially offset by the higher level of client credits that reduce such fees and lower average deposits. The net impact of equity investments was flat reflecting net markdowns in both periods, including the impact of an impairment in the current year. \u2022Lending revenue was $1.0 billion, down 27%, driven by $494 million of fair value losses on hedges of retained loans which included an increase in hedging activity, compared to $27 million of gains in the prior year, partially offset by higher net interest income."}
-{"_id": "JPM20231881", "title": "JPM 2023 compared with 2022", "text": "Markets & Securities Services revenue was $32.3 billion, down 1%. Markets revenue was $27.8 billion, down 4%. \u2022Fixed Income Markets revenue was $18.8 billion, up 1%, driven by an increase in finance and trading activity in the Securitized Products Group and improved performance in Credit Trading, predominantly offset by lower revenue in Currencies & Emerging Markets as the business substantially normalized from the prior year\u2019s elevated levels of volatility and client activity. \u2022Equity Markets revenue was $9.0 billion, down 13%, driven by lower revenue in Equity Derivatives and Cash Equities, compared with a stronger performance in the prior year. \u2022Securities Services revenue was $4.8 billion, up 6%, driven by deposit margin expansion on higher rates, largely offset by lower average deposits and fees. \u2022Credit Adjustments & Other was a loss of $280 million, compared with a loss of $836 million in the prior year."}
-{"_id": "JPM20231882", "title": "JPM 2023 compared with 2022", "text": "Noninterest expense was $28.6 billion, up 5%, driven by higher legal expense, compensation expense, including the impact of wage inflation, and higher indirect tax expense."}
-{"_id": "JPM20231883", "title": "JPM 2023 compared with 2022", "text": "The provision for credit losses was $121 million, driven by net charge-offs of $272 million, up $190 million, driven by single name exposures, largely offset by a $151 million net reduction in the allowance for credit losses."}
-{"_id": "JPM20231884", "title": "JPM 2023 compared with 2022", "text": "The net reduction in the allowance was driven by the impact of changes in the loan and lending-related commitment portfolios and the net effect of changes in the Firm\u2019s weighted average macroeconomic outlook, predominantly offset by an addition for certain accounts receivable and net downgrade activity."}
-{"_id": "JPM20231885", "title": "JPM 2023 compared with 2022", "text": "The provision in the prior year was $1.2 billion, predominantly driven by a net addition to the allowance for credit losses."}
-{"_id": "JPM20231907", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 73", "text": " ##Selected metrics########## As of or for the year ended  December 31, (in millions, except employees)############ ####2023####2022####2021 Selected balance sheet data (period-end)############ Total assets##$##1,338,168##$##1,334,296##$##1,259,896 Loans:############ Loans retained(a)####197,523####187,642####159,786 Loans held-for-sale and loans at fair value(b)####38,919####42,304####50,386 Total loans####236,442####229,946####210,172 Equity####108,000####103,000####83,000 Selected balance sheet data (average)############ Total assets##$##1,428,904##$##1,406,250##$##1,334,518 Trading assets-debt and equity instruments####508,799####405,916####448,099 Trading assets-derivative receivables####63,836####77,802####68,203 Loans:############ Loans retained(a)####190,601####172,627####145,137 Loans held-for-sale and loans at fair value(b)####39,831####46,846####51,072 Total loans####230,432####219,473####196,209 Deposits####728,537####739,700####760,048 Equity####108,000####103,000####83,000 Employees####74,404####73,452####67,546"}
-{"_id": "JPM20231908", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 73", "text": "(a)Loans retained includes credit portfolio loans, loans held by consolidated Firm-administered multi-seller conduits, trade finance loans, other held-for-investment loans and overdrafts."}
-{"_id": "JPM20231931", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 73", "text": "(b)Loans held-for-sale and loans at fair value primarily reflect lending related positions originated and purchased in CIB Markets, including loans held for securitization. Selected metrics################## As of or for the year ended December 31, (in millions, except ratios)################## ####2023######2022######2021## Credit data and quality statistics################## Net charge-offs/(recoveries)##$##272####$##82####$##6## Nonperforming assets:################## Nonaccrual loans:################## Nonaccrual loans retained(a)####866######718######584## Nonaccrual loans held-for-sale and loans at fair value(b)####828######848######844## Total nonaccrual loans####1,694######1,566######1,428## Derivative receivables####364######296######316## Assets acquired in loan satisfactions####115######87######91## Total nonperforming assets####2,173######1,949######1,835## Allowance for credit losses:################## Allowance for loan losses####2,321######2,292######1,348## Allowance for lending-related commitments####1,048######1,448######1,372## Total allowance for credit losses####3,369######3,740######2,720## Net charge-off/(recovery) rate(c)####0.14##%####0.05##%####\u2014##% Allowance for loan losses to period-end loans  retained####1.18######1.22######0.84## Allowance for loan losses to period-end loans retained, excluding trade finance and conduits(d)####1.64######1.67######1.12## Allowance for loan losses to nonaccrual loans  retained(a)####268######319######231## Nonaccrual loans to total period-end loans####0.72######0.68######0.68##"}
-{"_id": "JPM20231932", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 73", "text": "(a)Allowance for loan losses of $95 million, $104 million and $58 million were held against these nonaccrual loans at December 31, 2023, 2022 and 2021, respectively."}
-{"_id": "JPM20231933", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 73", "text": "(b)At December 31, 2023, 2022 and 2021, nonaccrual loans excluded mortgage loans 90 or more days past due and insured by U.S. government agencies of $59 million, $115 million and $281 million, respectively. These amounts have been excluded based upon the government guarantee."}
-{"_id": "JPM20231934", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 73", "text": "(c)Loans held-for-sale and loans at fair value were excluded when calculating the net charge-off/(recovery) rate."}
-{"_id": "JPM20231935", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 73", "text": "(d)Management uses allowance for loan losses to period-end loans retained, excluding trade finance and conduits, a non-GAAP financial measure, to provide a more meaningful assessment of CIB\u2019s allowance coverage ratio. Refer to Explanation and Reconciliation of the Firm\u2019s Use of Non-GAAP Financial Measures on pages 62\u201364."}
-{"_id": "JPM20231943", "title": "JPM 74 JPMorgan Chase & Co./2023 Form 10-K", "text": " Investment banking fees############ ########Year ended December 31,#### (in millions)####2023####2022####2021 Advisory##$##2,814##$##3,051##$##4,381 Equity underwriting####1,151####1,034####3,953 Debt underwriting(a)####2,617####2,844####5,025 Total investment banking fees##$##6,582##$##6,929##$##13,359"}
-{"_id": "JPM20231961", "title": "JPM 74 JPMorgan Chase & Co./2023 Form 10-K", "text": "(a)Represents long-term debt and loan syndications. ##############League table results \u2013 wallet share################ ######2023##########2022##########2021#### Year ended December 31,####Rank####Share######Rank####Share######Rank####Share## Based on fees(a)############################## M&A(b)############################## Global#####2####9.3##%#####2####7.9##%#####2####9.6##% U.S.####2####11.2######2####9.0######2####10.7## Equity and equity-related(c)############################## Global####1####7.8######2####5.7######3####8.8## U.S.####1####14.1######1####13.9######2####11.8## Long-term debt(d)############################## Global####1####7.2######1####6.9######1####8.4## U.S.####1####10.9######1####12.2######1####12.1## Loan syndications############################## Global####1####12.1######1####11.0######1####10.9## U.S.####1####15.1######1####12.8######1####12.6## Global investment banking fees(e)#####1####8.8##%#####1####7.8##%#####1####9.3##%"}
-{"_id": "JPM20231962", "title": "JPM 74 JPMorgan Chase & Co./2023 Form 10-K", "text": "(a)Source: Dealogic as of January 2, 2024. Reflects the ranking of revenue wallet and market share."}
-{"_id": "JPM20231963", "title": "JPM 74 JPMorgan Chase & Co./2023 Form 10-K", "text": "(b)Global M&A excludes any withdrawn transactions. U.S. M&A revenue wallet represents wallet from client parents based in the U.S."}
-{"_id": "JPM20231964", "title": "JPM 74 JPMorgan Chase & Co./2023 Form 10-K", "text": "(c)Global equity and equity-related ranking includes rights offerings and Chinese A-Shares."}
-{"_id": "JPM20231965", "title": "JPM 74 JPMorgan Chase & Co./2023 Form 10-K", "text": "(d)Long-term debt rankings include investment-grade, high-yield, supranationals, sovereigns, agencies, covered bonds, asset-backed securities (\"ABS\") and mortgage-backed securities (\"MBS\"); and exclude money market, short-term debt, and U.S. municipal securities."}
-{"_id": "JPM20231966", "title": "JPM 74 JPMorgan Chase & Co./2023 Form 10-K", "text": "(e)Global investment banking fees exclude money market, short-term debt and shelf securities."}
-{"_id": "JPM20231968", "title": "JPM Markets revenue", "text": "The following table summarizes selected income statement data for the Markets businesses. Markets includes both Fixed Income Markets and Equity Markets. Markets revenue consists of principal transactions, fees, commissions and other income, as well as net interest income. The Firm assesses its Markets business performance on a total revenue basis, as offsets generally occur across revenue line items. For example, securities that generate net interest income may be risk-managed by derivatives that are reflected at fair value in principal transactions revenue. Refer to Notes 6 and 7 for a description of the composition of these income statement line items."}
-{"_id": "JPM20231969", "title": "JPM Markets revenue", "text": "Principal transactions reflects revenue on financial instruments and commodities transactions that arise from client-driven market-making activity. Principal transactions revenue includes amounts recognized upon executing new transactions with market participants, as well as \u201cinventory-related revenue\u201d, which is revenue recognized from gains and losses on derivatives and other instruments that the Firm has been holding in anticipation of, or in response to, client demand, and changes in the fair value of instruments used by the Firm to actively manage the risk exposure arising from such inventory. Principal transactions revenue recognized upon executing new transactions with market participants is affected by many factors including the level of client activity, the bid-offer spread (which is the"}
-{"_id": "JPM20231970", "title": "JPM Markets revenue", "text": "difference between the price at which a market participant is willing and able to sell an instrument to the Firm and the price at which another market participant is willing and able to buy it from the Firm, and vice versa), market liquidity and volatility. These factors are interrelated and sensitive to the same factors that drive inventory-related revenue, which include general market conditions, such as interest rates, foreign exchange rates, credit spreads, and equity and commodity prices, as well as other macroeconomic conditions."}
-{"_id": "JPM20231982", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 75", "text": "For the periods presented below, the primary source of principal transactions revenue was the amount recognized upon executing new transactions. ########2023############2022############2021#### Year ended December 31, (in millions, except where otherwise noted)####Fixed Income Markets####Equity Markets####Total Markets####Fixed Income Markets####Equity Markets####Total Markets####Fixed Income Markets####Equity Markets####Total Markets Principal transactions##$##12,064##$##11,514##$##23,578##$##11,682##$##8,846##$##20,528##$##7,911##$##7,519##$##15,430 Lending- and deposit-related fees####307####40####347####303####22####325####321####17####338 Commissions and other fees####596####1,908####2,504####550####1,975####2,525####545####1,948####2,493 All other income####1,744####(87)####1,657####916####(99)####817####972####(82)####890 Noninterest revenue####14,711####13,375####28,086####13,451####10,744####24,195####9,749####9,402####19,151 Net interest income(a)####4,102####(4,396)####(294)####5,166####(377)####4,789####7,116####1,127####8,243 Total net revenue##$##18,813##$##8,979##$##27,792##$##18,617##$##10,367##$##28,984##$##16,865##$##10,529##$##27,394 Loss days(b)########3############7############4####"}
-{"_id": "JPM20231983", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 75", "text": "(a)The decline in Markets net interest income was driven by higher funding costs."}
-{"_id": "JPM20231993", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 75", "text": "(b)Loss days represent the number of days for which Markets, which consists of Fixed Income Markets and Equity Markets, posted losses to total net revenue. The loss days determined under this measure differ from the measure used to determine backtesting gains and losses. Daily backtesting gains and losses include positions in the Firm\u2019s Risk Management value-at-risk (\"VaR\") measure and exclude certain components of total net revenue, which may more than offset backtesting gains or losses on a particular day. For more information on daily backtesting gains and losses, refer to the VaR discussion on pages 137\u2013139. Selected metrics############ As of or for the year ended December 31, (in millions, except where otherwise noted)####2023####2022####2021 Assets under custody (\"AUC\") by asset class (period-end) (in billions):############ Fixed Income##$##15,543##$##14,361##$##16,098 Equity####12,927####10,748####12,962 Other(a)####3,922####3,526####4,161 Total AUC##$##32,392##$##28,635##$##33,221 Merchant processing volume (in billions)(b)##$##2,408##$##2,158##$##1,887 Client deposits and other third party liabilities (average)(c)##$##645,074##$##687,391##$##714,910"}
-{"_id": "JPM20231994", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 75", "text": "(a)Consists of mutual funds, unit investment trusts, currencies, annuities, insurance contracts, options and other contracts."}
-{"_id": "JPM20231995", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 75", "text": "(b)Represents Firmwide merchant processing volume."}
-{"_id": "JPM20231996", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 75", "text": "(c)Client deposits and other third-party liabilities pertain to the Payments and Securities Services businesses."}
-{"_id": "JPM20232024", "title": "JPM 76 JPMorgan Chase & Co./2023 Form 10-K", "text": " ##International metrics############## As of or for the year ended December 31, (in millions, except where otherwise noted)####2023####2022######2021## Total net revenue(a)################ Europe/Middle East/Africa##$##13,725##$##15,303####$##13,954## Asia-Pacific####7,607####7,846######7,555## Latin America/Caribbean####2,094####2,239######1,833## Total international net revenue####23,426####25,388######23,342## North America####25,381####22,714##(c)####28,601##(c) Total net revenue##$##48,807##$##48,102####$##51,943## Loans retained (period-end)(a)################ Europe/Middle East/Africa##$##42,792##$##39,424####$##33,084## Asia-Pacific####14,333####15,571######14,471## Latin America/Caribbean####8,341####8,599######7,006## Total international loans####65,466####63,594######54,561## North America####132,057####124,048######105,225## Total loans retained##$##197,523##$##187,642####$##159,786## Client deposits and other third-party liabilities (average)(b)################ Europe/Middle East/Africa##$##230,225##$##247,203####$##243,867## Asia-Pacific####126,918####129,134######132,241## Latin America/Caribbean####39,134####39,917######46,045## Total international##$##396,277##$##416,254####$##422,153## North America####248,797####271,137######292,757## Total client deposits and other third-party liabilities##$##645,074##$##687,391####$##714,910## AUC (period-end)(b) (in billions)################ North America##$##21,792##$##19,219####$##21,655## All other regions####10,600####9,416######11,566## Total AUC##$##32,392##$##28,635####$##33,221##"}
-{"_id": "JPM20232025", "title": "JPM 76 JPMorgan Chase & Co./2023 Form 10-K", "text": "(a)Total net revenue and loans retained (excluding loans held-for-sale and loans at fair value) are based on the location of the trading desk, booking location, or domicile of the client, as applicable."}
-{"_id": "JPM20232026", "title": "JPM 76 JPMorgan Chase & Co./2023 Form 10-K", "text": "(b)Client deposits and other third-party liabilities pertaining to the Payments and Securities Services businesses, and AUC, are based on the domicile of the client."}
-{"_id": "JPM20232027", "title": "JPM 76 JPMorgan Chase & Co./2023 Form 10-K", "text": "(c)In the first quarter of 2023, the allocations of revenue and expense to CCB associated with a Merchant Services revenue sharing agreement were discontinued and are now retained in Payments in CIB. Prior-period amounts have been revised to conform with the current presentation."}
-{"_id": "JPM20232047", "title": "JPM COMMERCIAL BANKING", "text": "Commercial Banking provides comprehensive financial solutions, including lending, payments, investment banking and asset management products across three primary client segments: Middle Market Banking, Corporate Client Banking and Commercial Real Estate Banking. Other includes amounts not aligned with a primary client segment. Middle Market Banking covers small and midsized companies, local governments and nonprofit clients. Corporate Client Banking covers large corporations.  Commercial Real Estate Banking covers investors, developers, and owners of multifamily, office, retail, industrial and affordable housing properties. ##Selected income statement data############ Year ended December 31, (in millions)####2023######2022####2021 Revenue############## Lending- and deposit-related fees##$##1,210##(b)##$##1,243##$##1,392 Card income####763######685####624 All other income####1,521######1,408####1,913 Noninterest revenue####3,494######3,336####3,929 Net interest income####12,052##(b)####8,197####6,079 Total net revenue(a)####15,546######11,533####10,008 Provision for credit losses####1,970##(b)####1,268####(947) Noninterest expense############## Compensation expense####2,760##(b)####2,296####1,973 Noncompensation expense####2,618######2,423####2,068 Total noninterest expense####5,378######4,719####4,041 Income before income tax expense####8,198######5,546####6,914 Income tax expense####2,055######1,333####1,668 Net income##$##6,143####$##4,213##$##5,246"}
-{"_id": "JPM20232048", "title": "JPM COMMERCIAL BANKING", "text": "(a)Total net revenue included tax-equivalent adjustments from income tax credits related to equity investments in designated community development entities and in entities established for rehabilitation of historic properties, as well as tax-exempt income related to municipal financing activities of $382 million, $322 million and $330 million for the years ended December 31, 2023, 2022 and 2021, respectively."}
-{"_id": "JPM20232049", "title": "JPM COMMERCIAL BANKING", "text": "(b)Includes First Republic. Refer to page 67 for additional information."}
-{"_id": "JPM20232051", "title": "JPM 2023 compared with 2022", "text": "Net income was $6.1 billion, up 46%."}
-{"_id": "JPM20232052", "title": "JPM 2023 compared with 2022", "text": "Net revenue was $15.5 billion, up 35%."}
-{"_id": "JPM20232055", "title": "JPM 2023 compared with 2022", "text": "Net interest income was $12.1 billion, up 47%, driven by: \u2022deposit margin expansion on higher rates, partially offset by lower average deposits, and \u2022higher average loans, including the impact from First Republic."}
-{"_id": "JPM20232059", "title": "JPM 2023 compared with 2022", "text": "Noninterest revenue was $3.5 billion, up 5%, driven by: \u2022higher lending-related revenue predominantly driven by the amortization of the purchase discount on certain acquired lending-related commitments associated with First Republic, \u2022net markups on held-for-sale positions, primarily unfunded commitments, in the bridge financing portfolio, compared with net markdowns in the prior year, and \u2022higher investment banking revenue and card income,"}
-{"_id": "JPM20232062", "title": "JPM predominantly offset by", "text": " \u2022lower deposit-related fees due to the higher level of client credits that reduce such fees, and \u2022the absence of a gain on an equity-method investment received in partial satisfaction of a loan."}
-{"_id": "JPM20232063", "title": "JPM predominantly offset by", "text": "Noninterest expense was $5.4 billion, up 14%, driven by higher compensation expense, reflecting an increase in employees including front office and technology, as well as higher volume-related expense, including the impact of new client acquisitions."}
-{"_id": "JPM20232067", "title": "JPM predominantly offset by", "text": "The provision for credit losses was $2.0 billion, reflecting: \u2022a $1.0 billion net addition to the allowance for credit losses, driven by the net effect of changes in the Firm\u2019s weighted average macroeconomic outlook, including a deterioration in the outlook for commercial real estate and net downgrade activity, partially offset by the impact of changes in the loan and lending-related commitment portfolios, \u2022$608 million to establish the allowance for the First Republic loans and lending-related commitments in the second quarter of 2023; and \u2022net charge-offs of $316 million, up $232 million, primarily driven by Real Estate, predominantly concentrated in Office."}
-{"_id": "JPM20232068", "title": "JPM predominantly offset by", "text": "The provision in the prior year was $1.3 billion, reflecting a net addition to the allowance for credit losses."}
-{"_id": "JPM20232088", "title": "JPM 78 JPMorgan Chase & Co./2023 Form 10-K", "text": "CB product revenue consists of the following: Lending includes a variety of financing alternatives, which are primarily provided on a secured basis; collateral includes receivables, inventory, equipment, real estate or other assets. Products include term loans, revolving lines of credit, bridge financing, asset-based structures, leases, and standby letters of credit. Payments includes services that enable CB clients to manage payments globally across liquidity and account solutions, commerce solutions, clearing, trade and working capital. Investment banking includes revenue from a range of products providing CB clients with sophisticated capital-raising alternatives, as well as balance sheet and risk management tools through advisory, equity underwriting, and loan syndications. Revenue from fixed income and equity markets products used by CB clients is also included. Other revenue primarily includes tax-equivalent adjustments generated from Community Development Banking and activity derived from principal transactions. ########Selected income statement data (continued)############## Year ended December 31, (in millions, except ratios)####2023##########2022######2021## Revenue by product###################### Lending##$####5,993####(d)##$####4,524##$####4,629 Payments(a)####8,250##########5,691######3,653## Investment banking(a)(b)####1,167##########1,064######1,611## Other####136##########254######115## Total net revenue##$####15,546######$####11,533##$####10,008 Investment Banking and Markets revenue, gross(c)##$####3,393######$####2,978##$####5,092 Revenue by client segment###################### Middle Market Banking##$####7,371####(e)##$####5,134##$####4,004 Corporate Client Banking####4,777##########3,918######3,508## Commercial Real Estate Banking####3,308######(e)####2,461######2,419## Other####90##########20######77## Total net revenue##$####15,546######$####11,533##$####10,008 Financial ratios###################### Return on equity####20##%########16##%####21##% Overhead ratio####35##########41######40##"}
-{"_id": "JPM20232089", "title": "JPM 78 JPMorgan Chase & Co./2023 Form 10-K", "text": "(a)In the third quarter of 2023, certain revenue from CIB Markets products was reclassified from payments to investment banking. Prior-period amounts have been revised to conform with the current presentation."}
-{"_id": "JPM20232090", "title": "JPM 78 JPMorgan Chase & Co./2023 Form 10-K", "text": "(b)Includes CB\u2019s share of revenue from Investment Banking and Markets' products sold to CB clients through the CIB which is reported in All other income."}
-{"_id": "JPM20232091", "title": "JPM 78 JPMorgan Chase & Co./2023 Form 10-K", "text": "(c)Includes gross revenues earned by the Firm that are subject to a revenue sharing arrangement between CB and the CIB for Investment Banking and Markets' products sold to CB clients. This includes revenues related to fixed income and equity markets products. Refer to Business Segment Results on page 65 for a discussion of revenue sharing."}
-{"_id": "JPM20232092", "title": "JPM 78 JPMorgan Chase & Co./2023 Form 10-K", "text": "(d)Includes First Republic. Refer to page 67 for additional information."}
-{"_id": "JPM20232123", "title": "JPM 78 JPMorgan Chase & Co./2023 Form 10-K", "text": "(e)Middle Market Banking and Commercial Real Estate Banking included $216 million and $687 million, respectively, for the year ended December 31, 2023, associated with First Republic. ########Selected metrics###### As of or for the year ended December 31, (in millions, except employees)####2023######2022####2021 Selected balance sheet data (period-end)############## Total assets##$##300,325####$##257,106##$##230,776 Loans:############## Loans retained####277,663##(b)####233,879####206,220 Loans held-for-sale and loans at fair value####545######707####2,223 Total loans##$##278,208####$##234,586##$##208,443 Equity####30,000######25,000####24,000 Period-end loans by client segment############## Middle Market Banking(a)##$##78,043##(c)##$##72,625##$##61,159 Corporate Client Banking####56,132######53,840####45,315 Commercial Real Estate Banking####143,507##(c)####107,999####101,751 Other####526######122####218 Total loans(a)##$##278,208####$##234,586##$##208,443 Selected balance sheet data (average)############## Total assets##$##287,851####$##243,108##$##225,548 Loans:############## Loans retained####267,285##(d)####222,388####201,920 Loans held-for-sale and loans at fair value####1,060######1,350####3,122 Total loans##$##268,345####$##223,738##$##205,042 Deposits####267,758##(e)####294,180####301,343 Equity####29,507######25,000####24,000 Average loans by client segment############## Middle Market Banking##$##77,130##(f)##$##67,830##$##60,128 Corporate Client Banking####58,770######50,281####44,361 Commercial Real Estate Banking####132,114##(f)####105,459####100,331 Other####331######168####222 Total loans##$##268,345####$##223,738##$##205,042 Employees####17,867######14,687####12,902"}
-{"_id": "JPM20232124", "title": "JPM 78 JPMorgan Chase & Co./2023 Form 10-K", "text": "(a)As of December 31, 2023, 2022 and 2021, total loans included $36 million, $132 million, and $1.2 billion of loans, respectively, under the PPP, of which $32 million, $123 million and $1.1 billion were in Middle Market Banking, respectively."}
-{"_id": "JPM20232125", "title": "JPM 78 JPMorgan Chase & Co./2023 Form 10-K", "text": "(b)Includes First Republic. Refer to page 67 for additional information."}
-{"_id": "JPM20232126", "title": "JPM 78 JPMorgan Chase & Co./2023 Form 10-K", "text": "(c)As of December 31, 2023, included $5.9 billion and $32.6 billion for Middle Market Banking and Commercial Real Estate Banking, respectively, associated with First Republic."}
-{"_id": "JPM20232127", "title": "JPM 78 JPMorgan Chase & Co./2023 Form 10-K", "text": "(d)Average loans retained associated with First Republic were $26.8 billion for the year ended December 31, 2023."}
-{"_id": "JPM20232128", "title": "JPM 78 JPMorgan Chase & Co./2023 Form 10-K", "text": "(e)In the fourth quarter of 2023, certain deposits associated with First Republic were transferred from CCB. Refer to page 67 for additional information."}
-{"_id": "JPM20232129", "title": "JPM 78 JPMorgan Chase & Co./2023 Form 10-K", "text": "(f)Average Middle Market Banking and Commercial Real Estate Banking loans associated with First Republic were $4.2 billion and $22.5 billion, respectively, for the year ended December 31, 2023."}
-{"_id": "JPM20232149", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 79", "text": " ##Selected metrics############ As of or for the year ended December 31, (in millions, except ratios)####2023######2022####2021 Credit data and quality statistics############## Net charge-offs/(recoveries)##$##316####$##84##$##71 Nonperforming assets############## Nonaccrual loans:############## Nonaccrual loans retained(a)##$##809####$##766##$##740 Nonaccrual loans held-for-sale and loans at fair value####\u2014######\u2014####\u2014 Total nonaccrual loans##$##809####$##766##$##740 Assets acquired in loan satisfactions####54######\u2014####17 Total nonperforming assets##$##863####$##766##$##757 Allowance for credit losses:############## Allowance for loan losses##$##5,005####$##3,324##$##2,219 Allowance for lending-related commitments####801######830####749 Total allowance for credit losses##$##5,806##(c)##$##4,154##$##2,968 Net charge-off/(recovery) rate(b)####0.12%######0.04%####0.04% Allowance for loan losses to period-end loans retained####1.80######1.42####1.08 Allowance for loan losses to nonaccrual loans retained(a)####619######434####300 Nonaccrual loans to period-end total loans####0.29######0.33####0.36"}
-{"_id": "JPM20232150", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 79", "text": "(a)Allowance for loan losses of $156 million, $153 million and $124 million was held against nonaccrual loans retained at December 31, 2023, 2022 and 2021, respectively."}
-{"_id": "JPM20232151", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 79", "text": "(b)Loans held-for-sale and loans at fair value were excluded when calculating the net charge-off/(recovery) rate."}
-{"_id": "JPM20232152", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 79", "text": "(c)As of December 31, 2023, included a $729 million allowance for First Republic."}
-{"_id": "JPM20232183", "title": "JPM ASSET & WEALTH MANAGEMENT", "text": "Asset & Wealth Management, with client assets of $5.0 trillion, is a global leader in investment and wealth management.   Asset Management  Offers multi-asset investment management solutions across equities, fixed income, alternatives and money market funds to institutional and retail investors providing for a broad range of clients\u2019 investment needs.   Global Private Bank Provides retirement products and services, brokerage, custody, estate planning, lending, deposits and investment management to high net worth clients.   The majority of AWM\u2019s client assets are in actively managed portfolios. ##Selected income statement data################## Year ended December 31, (in millions, except ratios)####2023########2022######2021## Revenue#################### Asset management fees##$##11,826######$##11,510####$##11,518## Commissions and other fees####697########662####$##815## All other income####1,037####(a)(b)####335######738## Noninterest revenue####13,560########12,507######13,071## Net interest income####6,267########5,241######3,886## Total net revenue####19,827########17,748######16,957## Provision for credit losses####159########128######(227)## Noninterest expense#################### Compensation expense####7,115########6,336######5,692## Noncompensation expense####5,665########5,493######5,227## Total noninterest expense####12,780########11,829######10,919## Income before income tax expense####6,888########5,791######6,265## Income tax expense####1,661########1,426######1,528## Net income##$##5,227######$##4,365####$##4,737## Revenue by line of business#################### Asset Management##$##9,129######$##8,818####$##9,246## Global Private Bank####10,698########8,930######7,711## Total net revenue##$##19,827######$##17,748####$##16,957## Financial ratios#################### Return on equity####31##%######25##%####33##% Overhead ratio####64########67######64## Pre-tax margin ratio:#################### Asset Management####31########30######35## Global Private Bank####38########35######39## Asset & Wealth Management####35########33######37##"}
-{"_id": "JPM20232184", "title": "JPM ASSET & WEALTH MANAGEMENT", "text": "(a)Includes the amortization of the purchase discount on certain acquired lending-related commitments associated with First Republic. The discount is deferred in other liabilities and recognized on a straight-line basis over the commitment period and was largely recognized in the current year as the commitments are generally short term. Refer to Note 34 for additional information."}
-{"_id": "JPM20232185", "title": "JPM ASSET & WEALTH MANAGEMENT", "text": "(b)Includes the gain on the original minority interest in CIFM upon the Firm\u2019s acquisition of the remaining 51% interest in the entity."}
-{"_id": "JPM20232187", "title": "JPM 2023 compared with 2022", "text": "Net income was $5.2 billion, up 20%."}
-{"_id": "JPM20232188", "title": "JPM 2023 compared with 2022", "text": "Net revenue was $19.8 billion, up 12%. Net interest income was $6.3 billion, up 20%. Noninterest revenue was $13.6 billion, up 8%."}
-{"_id": "JPM20232191", "title": "JPM 2023 compared with 2022", "text": "Revenue from Asset Management was $9.1 billion, up 4%, driven by: \u2022a gain of $339 million on the original minority interest in CIFM upon the Firm's acquisition of the remaining 51% interest in the entity, and \u2022higher asset management fees driven by strong net inflows largely offset by the net impact of foreign exchange rate movements, as well as the removal of most money market fund fee waivers in the prior year,"}
-{"_id": "JPM20232194", "title": "JPM largely offset by", "text": " \u2022lower performance fees, and \u2022lower NII due to higher funding costs."}
-{"_id": "JPM20232197", "title": "JPM largely offset by", "text": "Revenue from Global Private Bank was $10.7 billion, up 20%, driven by: \u2022higher net interest income on higher average loans associated with First Republic, and from deposit margin expansion on higher rates, largely offset by lower average deposits, and \u2022higher noninterest revenue, predominantly driven by the amortization of the purchase discount on certain acquired lending-related commitments associated with First Republic, partially offset by net investment valuation losses."}
-{"_id": "JPM20232198", "title": "JPM largely offset by", "text": "Noninterest expense was $12.8 billion, up 8%, predominantly driven by higher compensation, including continued growth in private banking advisor teams, revenue-related compensation and the impacts of closing the Global Shares and J.P. Morgan Asset Management China acquisitions."}
-{"_id": "JPM20232199", "title": "JPM largely offset by", "text": "The provision for credit losses was $159 million, predominantly driven by a $146 million addition to the allowance for credit losses to establish the allowance for the First Republic loans and lending-related commitments in the second quarter of 2023."}
-{"_id": "JPM20232200", "title": "JPM largely offset by", "text": "The provision in the prior year was $128 million driven by a net addition to the allowance for credit losses."}
-{"_id": "JPM20232204", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 81", "text": "Asset Management has two high-level measures of its overall fund performance. \u2022 Percentage of active mutual fund and active ETF assets under management in funds rated 4- or 5-star: Mutual fund rating services rank funds based on their risk adjusted performance over various periods. A 5-star rating is the best rating and represents the top 10% of industry-wide ranked funds. A 4-star rating represents the next 22.5% of industry-wide ranked funds. A 3-star rating represents the next 35% of industry-wide ranked funds. A 2-star rating represents the next 22.5% of industry-wide ranked funds. A 1-star rating is the worst rating and represents the bottom 10% of industrywide ranked funds. An overall Morningstar rating is derived from a weighted average of the performance associated with a fund\u2019s three-, five and ten- year (if applicable) Morningstar Rating metrics. For U.S.-domiciled funds, separate star ratings are provided at the individual share class level. The Nomura \u201cstar rating\u201d is based on three-year risk-adjusted performance only. Funds with fewer than three years of history are not rated and hence excluded from these rankings. All ratings, the assigned peer categories and the asset values used to derive these rankings are sourced from the applicable fund rating provider. Where applicable, the fund rating providers redenominate asset values into U.S. dollars. The percentage of AUM is based on star ratings at the share class level for U.S.-domiciled funds, and at a \u201cprimary share class\u201d level to represent the star rating of all other funds, except for Japan, for which Nomura provides ratings at the fund level. The performance data may have been different if all share classes had been included. Past performance is not indicative of future results. \u2022 Percentage of active mutual fund and active ETF assets under management in funds ranked in the 1st or 2nd quartile (one, three and five years):All quartile rankings, the assigned peer categories and the asset values used to derive these rankings are sourced from the fund rating providers. Quartile rankings are based on the net-of-fee absolute return of each fund. Where applicable, the fund rating providers redenominate asset values into U.S. dollars. The percentage of AUM is based on fund performance and associated peer rankings at the share class level for U.S.-domiciled funds, at a \u201cprimary share class\u201d level to represent the quartile ranking for U.K., Luxembourg and Hong Kong SAR funds and at the fund level for all other funds. The performance data may have been different if all share classes had been included. Past performance is not indicative of future results."}
-{"_id": "JPM20232235", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 81", "text": "\u201cPrimary share class\u201d means the C share class for European funds and Acc share class for Hong Kong SAR and Taiwan funds. If these share classes are not available, the oldest share class is used as the primary share class. Selected metrics#################### As of or for the year ended December 31,  (in millions, except ranking data, ratios and employees)####2023########2022######2021## % of JPM mutual fund assets and ETFs rated as 4- or 5-star(a)####69##%######73##%####69##% % of JPM mutual fund assets and ETFs ranked in 1st or 2nd  quartile:(b)#################### 1 year####40########68######54## 3 years####67########76######73## 5 years####71########81######80## Selected balance sheet data (period-end)(c)#################### Total assets##$##245,512######$##232,037####$##234,425## Loans####227,929####(d)####214,006######218,271## Deposits####233,232####(e)####233,130######282,052## Equity####17,000########17,000######14,000## Selected balance sheet data (average)(c)#################### Total assets##$##240,222######$##232,438####$##217,187## Loans####220,487####(f)####215,582######198,487## Deposits####216,178####(e)####261,489######230,296## Equity####16,671########17,000######14,000## Employees####28,485########26,041######22,762## Number of Global Private Bank client advisors####3,515########3,137######2,738## Credit data and quality statistics(c)#################### Net charge-offs/(recoveries)##$##13######$##(7)####$##26## Nonaccrual loans####650########459######708## Allowance for credit losses:#################### Allowance for loan losses##$##633######$##494####$##365## Allowance for lending-related commitments####28########20######18## Total allowance for credit losses##$##661####(g)##$##514####$##383## Net charge-off/(recovery) rate####0.01##%######\u2014##%####0.01##% Allowance for loan losses to period-end loans####0.28########0.23######0.17## Allowance for loan losses to nonaccrual loans####97########108######52## Nonaccrual loans to period-end loans####0.29########0.21######0.32##"}
-{"_id": "JPM20232236", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 81", "text": "(a)Represents the Morningstar Rating for all domiciled funds except for Japan domiciled funds which use Nomura. Includes only Asset Management retail active open-ended mutual funds and active ETFs that have a rating. Excludes money market funds, Undiscovered Managers Fund, and Brazil domiciled funds. This metric has been updated to include active ETFs, and prior period amounts have been revised to conform with the current presentation."}
-{"_id": "JPM20232237", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 81", "text": "(b)Quartile ranking sourced from Morningstar, Lipper and Nomura based on country of domicile. Includes only Asset Management retail active open-ended mutual funds and active ETFs that are ranked by the aforementioned sources. Excludes money market funds, Undiscovered Managers Fund, and Brazil domiciled funds. This metric has been updated to include active ETFs, and prior period numbers have been revised to conform with the current presentation."}
-{"_id": "JPM20232238", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 81", "text": "(c)Loans, deposits and related credit data and quality statistics relate to the Global Private Bank business."}
-{"_id": "JPM20232239", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 81", "text": "(d)Includes First Republic. Refer to page 67 for additional information."}
-{"_id": "JPM20232240", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 81", "text": "(e)In the fourth quarter of 2023, certain deposits associated with First Republic were transferred from CCB. Refer to page 67 for additional information."}
-{"_id": "JPM20232241", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 81", "text": "(f)Includes $8.7 billion for the full year 2023, associated with First Republic."}
-{"_id": "JPM20232242", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 81", "text": "(g)Includes First Republic."}
-{"_id": "JPM20232266", "title": "JPM 2023 compared with 2022", "text": "Assets under management were $3.4 trillion and client assets were $5.0 trillion, each up 24%, driven by continued net inflows, higher market levels, and the impact of the acquisition of Global Shares. ##Client assets########## December 31, (in billions)####2023####2022####2021 Assets by asset class############ Liquidity##$##926##$##654##$##708 Fixed income####751####638####693 Equity####868####670####779 Multi-asset####680####603####732 Alternatives####197####201####201 Total assets under management####3,422####2,766####3,113 Custody/brokerage/ administration/deposits####1,590####1,282####1,182 Total client assets(a)##$##5,012##$##4,048##$##4,295 Assets by client segment############ Private Banking##$##974##$##751##$##805 Global Institutional####1,488####1,252####1,430 Global Funds####960####763####878 Total assets under management##$##3,422##$##2,766##$##3,113 Private Banking##$##2,452##$##1,964##$##1,931 Global Institutional####1,594####1,314####1,479 Global Funds####966####770####885 Total client assets(a)##$##5,012##$##4,048##$##4,295"}
-{"_id": "JPM20232307", "title": "JPM 2023 compared with 2022", "text": "(a)Includes CCB client investment assets invested in managed accounts and J.P. Morgan mutual funds where AWM is the investment manager. Client assets (continued)############ Year ended December 31, (in billions)####2023####2022####2021 Assets under management rollforward############ Beginning balance##$##2,766##$##3,113##$##2,716 Net asset flows:############ Liquidity####242####(55)####68 Fixed income####70####13####36 Equity####70####35####85 Multi-asset####1####(9)####17 Alternatives####(1)####8####26 Market/performance/other impacts####274####(339)####165 Ending balance, December 31##$##3,422##$##2,766##$##3,113 Client assets rollforward############ Beginning balance##$##4,048##$##4,295##$##3,652 Net asset flows####490####49####389 Market/performance/other impacts####474####(296)####254 Ending balance, December 31##$##5,012##$##4,048##$##4,295 ######International metrics###### Year ended December 31, (in billions, except where otherwise noted)####2023####2022####2021 Total net revenue (in millions)(a)############ Europe/Middle East/Africa##$##3,377##$##3,240##$##3,571 Asia-Pacific####1,876####1,836####2,017 Latin America/Caribbean####985####967####886 Total international net revenue####6,238####6,043####6,474 North America####13,589####11,705####10,483 Total net revenue##$##19,827##$##17,748##$##16,957 Assets under management############ Europe/Middle East/Africa##$##539##$##487##$##561 Asia-Pacific####263####218####254 Latin America/Caribbean####86####69####79 Total international assets under management####888####774####894 North America####2,534####1,992####2,219 Total assets under management##$##3,422##$##2,766##$##3,113 Client assets############ Europe/Middle East/Africa##$##740##$##610##$##687 Asia-Pacific####406####331####381 Latin America/Caribbean####232####189####195 Total international client assets####1,378####1,130####1,263 North America####3,634####2,918####3,032 Total client assets##$##5,012##$##4,048##$##4,295"}
-{"_id": "JPM20232308", "title": "JPM 2023 compared with 2022", "text": "(a)Regional revenue is based on the domicile of the client."}
-{"_id": "JPM20232337", "title": "JPM CORPORATE", "text": "The Corporate segment consists of Treasury and Chief Investment Office (\u201cCIO\u201d) and Other Corporate. Treasury and CIO is predominantly responsible for measuring, monitoring, reporting and managing the Firm\u2019s liquidity, funding, capital, structural interest rate and foreign exchange risks.  Other Corporate includes staff functions and expense that is centrally managed as well as certain Firm initiatives and activities not solely aligned to a specific LOB. The major Other Corporate functions include Real Estate, Technology, Legal, Corporate Finance, Human Resources, Internal Audit, Risk Management, Compliance, Control Management, Corporate Responsibility and various Other Corporate groups. ######Selected income statement and balance sheet data######## Year ended December 31, (in millions, except employees)####2023######2022####2021 Revenue############## Principal transactions##$##302####$##(227)##$##187 Investment securities gains/(losses)####(3,180)######(2,380)####(345) All other income####3,010##(c)####809####226 Noninterest revenue####132######(1,798)####68 Net interest income####7,906##(c)####1,878####(3,551) Total net revenue(a)####8,038######80####(3,483) Provision for credit losses####171######22####81 Noninterest expense####5,601##(c)(d)####1,034####1,802 Income/(loss) before income tax expense/(benefit)####2,266######(976)####(5,366) Income tax expense/(benefit)####(555)##(e)####(233)####(1,653) Net income/(loss)##$##2,821####$##(743)##$##(3,713) Total net revenue############## Treasury and CIO####6,072######(439)####(3,464) Other Corporate####1,966##(c)####519####(19) Total net revenue##$##8,038####$##80##$##(3,483) Net income/(loss)############## Treasury and CIO####4,206######(197)####(3,057) Other Corporate####(1,385)##(c)(d)####(546)####(656) Total net income/(loss)##$##2,821####$##(743)##$##(3,713) Total assets (period-end)##$##1,348,437####$##1,328,219##$##1,518,100 Loans (period-end)####1,924######2,181####1,770 Deposits(b)####21,826######14,203####396 Employees####47,530######44,196####38,952"}
-{"_id": "JPM20232338", "title": "JPM CORPORATE", "text": "(a)Included tax-equivalent adjustments, predominantly driven by tax-exempt income from municipal bonds, of $211 million, $235 million and $257 million for the years ended December 31, 2023, 2022 and 2021, respectively."}
-{"_id": "JPM20232339", "title": "JPM CORPORATE", "text": "(b)Predominantly relates to the Firm's international consumer initiatives."}
-{"_id": "JPM20232340", "title": "JPM CORPORATE", "text": "(c)Includes the impact of the First Republic acquisition. Refer to Notes 6 and 34 for additional information."}
-{"_id": "JPM20232341", "title": "JPM CORPORATE", "text": "(d)Includes the FDIC special assessment. Refer to Note 6 for additional information."}
-{"_id": "JPM20232342", "title": "JPM CORPORATE", "text": "(e)Income taxes associated with the First Republic acquisition are reflected in the estimated bargain purchase gain."}
-{"_id": "JPM20232344", "title": "JPM 2023 compared with 2022", "text": "Net income was $2.8 billion, compared with a net loss of $743 million in the prior year."}
-{"_id": "JPM20232345", "title": "JPM 2023 compared with 2022", "text": "Net revenue was $8.0 billion, compared with $80 million in the prior year, predominantly driven by higher net interest income due to higher rates, partially offset by the impact of lower Firmwide average deposit balances."}
-{"_id": "JPM20232349", "title": "JPM 2023 compared with 2022", "text": "Noninterest revenue was $132 million, compared with a loss of $1.8 billion in the prior year, driven by: \u2022the $2.8 billion estimated bargain purchase gain associated with the First Republic acquisition, \u2022higher losses in the prior year on certain revenues associated with foreign exchange rate movements that are risk-managed by Treasury and CIO, and \u2022the impact of higher short-term cash deployment activities as a result of the current interest rate environment,"}
-{"_id": "JPM20232352", "title": "JPM partially offset by", "text": " \u2022higher net investment securities losses related to the sales of U.S. Treasuries and U.S. GSE and government agency MBS, associated with repositioning the investment securities portfolio, and \u2022lower net gains related to certain other Corporate investments."}
-{"_id": "JPM20232353", "title": "JPM partially offset by", "text": "The prior year included a gain on the sale of Visa B shares and proceeds from an insurance settlement."}
-{"_id": "JPM20232359", "title": "JPM partially offset by", "text": "Noninterest expense was $5.6 billion, up $4.6 billion, predominantly driven by: \u2022the $2.9 billion FDIC special assessment, \u2022$1.0 billion associated with First Republic, predominantly driven by integration and restructuring costs as well as expenses recorded in the second quarter of 2023 with respect to individuals associated with First Republic who did not become employees of the Firm until July 2, 2023, \u2022a greater benefit in the prior year on certain expenses associated with foreign exchange rate movements that are risk-managed by Treasury and CIO, \u2022higher legal expenses, and \u2022higher costs associated with the Firm's international consumer growth initiatives,"}
-{"_id": "JPM20232361", "title": "JPM partially offset by", "text": " \u2022lower benefits-related and real estate expenses."}
-{"_id": "JPM20232362", "title": "JPM partially offset by", "text": "The net impact of movements in foreign exchange rates associated with the foreign exchange risk that was transferred to Treasury and CIO on certain revenues and expenses was not material to net income. Refer to Foreign Exchange Risk on page 66 for additional information."}
-{"_id": "JPM20232363", "title": "JPM partially offset by", "text": "Refer to Note 10 and Note 13 for additional information on the investment securities portfolio and the allowance for credit losses."}
-{"_id": "JPM20232365", "title": "JPM 84 JPMorgan Chase & Co./2023 Form 10-K", "text": "The provision for credit losses was $171 million, reflecting a net addition to the allowance for credit losses related to a single name exposure, which was subsequently charged off upon the restructuring of a loan."}
-{"_id": "JPM20232367", "title": "JPM 84 JPMorgan Chase & Co./2023 Form 10-K", "text": "The current period income tax benefit was driven by: \u2022the finalization of certain income tax regulations, other tax adjustments and tax benefits associated with tax audit settlements,"}
-{"_id": "JPM20232369", "title": "JPM partially offset by", "text": " \u2022the impact from changes in the level and mix of income and expenses subject to U.S. federal, state and local taxes that also impacted the Firm's tax reserves."}
-{"_id": "JPM20232370", "title": "JPM partially offset by", "text": "The income taxes associated with the First Republic acquisition are reflected in the estimated bargain purchase gain."}
-{"_id": "JPM20232371", "title": "JPM partially offset by", "text": "The prior period income tax benefit was driven by benefits related to tax audit settlements as well as other tax adjustments, partially offset by a change in the level and mix of income and expenses subject to U.S. federal, state and local taxes that also impacted the Firm's tax reserves."}
-{"_id": "JPM20232372", "title": "JPM partially offset by", "text": "Other Corporate also reflects the Firm's international consumer initiatives, which includes Chase U.K., the Firm's digital retail bank in the U.K.; Nutmeg, a digital wealth manager in the U.K.; and a 46% ownership stake in C6 Bank, a digital bank in Brazil."}
-{"_id": "JPM20232374", "title": "JPM Treasury and CIO overview", "text": "Treasury and CIO is predominantly responsible for measuring, monitoring, reporting and managing the Firm\u2019s liquidity, funding, capital, structural interest rate and foreign exchange risks. The risks managed by Treasury and CIO arise from the activities undertaken by the Firm\u2019s four major reportable business segments to serve their respective client bases, which generate both on- and off-balance sheet assets and liabilities."}
-{"_id": "JPM20232375", "title": "JPM Treasury and CIO overview", "text": "Treasury and CIO seeks to achieve the Firm\u2019s asset-liability management objectives generally by investing in high-quality securities that are managed for the longer-term as part of the Firm\u2019s investment securities portfolio. Treasury and CIO also uses derivatives to meet the Firm\u2019s asset-liability management objectives. Refer to Note 5 for further information on derivatives. In addition, Treasury and CIO manages the Firm\u2019s cash position primarily through deposits at central banks and investments in short-term instruments. Refer to Liquidity Risk Management on pages 102\u2013109 for further information on liquidity and funding risk. Refer to Market Risk Management on pages 135\u2013143 for information on interest rate and foreign exchange risks."}
-{"_id": "JPM20232376", "title": "JPM Treasury and CIO overview", "text": "The investment securities portfolio predominantly consists of U.S. and non-U.S. government securities, U.S. GSE and government agency and nonagency mortgage-backed securities, collateralized loan obligations, obligations of U.S. states and municipalities and other ABS. At December 31, 2023, the Treasury and CIO investment securities portfolio, net of the allowance for credit losses, was $569.2 billion,"}
-{"_id": "JPM20232386", "title": "JPM Treasury and CIO overview", "text": "and the average credit rating of the securities comprising the portfolio was AA+ (based upon external ratings where available and, where not available, based primarily upon internal risk ratings). Refer to Note 10 for further information on the Firm\u2019s investment securities portfolio and internal risk ratings. ########Selected income statement and balance sheet data###### As of or for the year ended December 31, (in millions)####2023######2022####2021 Investment securities losses##$##(3,180)####$##(2,380)##$##(345) Available-for-sale securities (average)##$##200,708####$##239,924##$##306,827 Held-to-maturity securities (average)(a)####402,010######412,180####285,086 Investment securities portfolio (average)##$##602,718####$##652,104##$##591,913 Available-for-sale securities (period-end)##$##199,354##(c)##$##203,981##$##306,352 Held-to-maturity securities (period\u2013end)(a)####369,848######425,305####363,707 Investment securities portfolio, net of allowance for credit losses (period\u2013end)(b)##$##569,202####$##629,286##$##670,059"}
-{"_id": "JPM20232387", "title": "JPM Treasury and CIO overview", "text": "(a)Effective January 1, 2023, the Firm adopted new hedge accounting guidance. As permitted by the guidance, the Firm elected to transfer $7.1 billion of HTM securities to AFS. During 2022 and 2021, the Firm transferred $78.3 billion and $104.5 billion of investment securities, respectively, from AFS to HTM for capital management purposes. Refer to Note 1 and Note 10 for additional information on the new hedge accounting guidance."}
-{"_id": "JPM20232388", "title": "JPM Treasury and CIO overview", "text": "(b)As of December 31, 2023, 2022 and 2021, the allowance for credit losses on investment securities was $94 million, $67 million and $42 million, respectively."}
-{"_id": "JPM20232389", "title": "JPM Treasury and CIO overview", "text": "(c)As of December 31, 2023, included $24.2 billion of AFS securities associated with First Republic. Refer to Note 34 for additional information."}
-{"_id": "JPM20232393", "title": "JPM FIRMWIDE RISK MANAGEMENT", "text": "Risk is an inherent part of JPMorgan Chase\u2019s business activities. When the Firm extends a consumer or wholesale loan, advises customers and clients on their investment decisions, makes markets in securities, or offers other products or services, the Firm takes on some degree of risk. The Firm\u2019s overall objective is to manage its business, and the associated risks, in a manner that balances serving the interests of its clients, customers and investors, and protecting the safety and soundness of the Firm."}
-{"_id": "JPM20232397", "title": "JPM FIRMWIDE RISK MANAGEMENT", "text": "The Firm believes that effective risk management requires, among other things: \u2022Acceptance of responsibility, including identification and escalation of risks by all individuals within the Firm; \u2022Ownership of risk identification, assessment, data and management within each of the LOBs and Corporate; and \u2022A Firmwide risk governance and oversight structure."}
-{"_id": "JPM20232398", "title": "JPM FIRMWIDE RISK MANAGEMENT", "text": "The Firm follows a disciplined and balanced compensation framework with strong internal governance and independent oversight by the Board of Directors (the \u201cBoard\u201d). The impact of risk and control issues is carefully considered in the Firm\u2019s performance evaluation and incentive compensation processes."}
-{"_id": "JPM20232400", "title": "JPM Risk governance framework", "text": "The Firm\u2019s risk governance framework involves understanding drivers of risks, types of risks, and impacts of risks."}
-{"_id": "JPM20232401", "title": "JPM Risk governance framework", "text": "Drivers of risks are factors that cause a risk to exist. Drivers of risks include, but are not limited to, the economic environment, regulatory or government policy, competitor or market evolution, business decisions, process or judgment error, deliberate wrongdoing, dysfunctional markets, and natural disasters."}
-{"_id": "JPM20232406", "title": "JPM Risk governance framework", "text": "Types of risks are categories by which risks manifest themselves. The Firm\u2019s risks are generally categorized in the following four risk types: \u2022Strategic risk is the risk to earnings, capital, liquidity, or reputation associated with poorly designed or failed business plans or an inadequate response to changes in the operating environment. \u2022Credit and investment risk is the risk associated with the default or change in credit profile of a client, counterparty or customer; or loss of principal or a reduction in expected returns on investments, including consumer credit risk, wholesale credit risk, and investment portfolio risk. \u2022Market risk is the risk associated with the effect of changes in market factors, such as interest and foreign exchange rates, equity and commodity prices, credit spreads or implied volatilities, on the value of assets and liabilities held for both the short and long term. \u2022Operational risk is the risk of an adverse outcome resulting from inadequate or failed internal processes or systems; human factors; or external events impacting the Firm\u2019s processes or systems. Operational risk includes cybersecurity, compliance, conduct, legal, and estimations and model risk."}
-{"_id": "JPM20232407", "title": "JPM Risk governance framework", "text": "Impacts of risks are consequences of risks, both quantitative and qualitative. There may be many consequences of risks manifesting, including quantitative impacts such as a reduction in earnings and capital, liquidity outflows, and fines or penalties, or qualitative impacts such as damage to the Firm\u2019s reputation, loss of clients and customers, and regulatory and enforcement actions."}
-{"_id": "JPM20232408", "title": "JPM Risk governance framework", "text": "The Firm\u2019s risk governance framework is managed on a Firmwide basis. The Firm has an Independent Risk Management (\u201cIRM\u201d) function, which is comprised of Risk Management and Compliance. The Firm\u2019s Chief Executive Officer (\u201cCEO\u201d) appoints, subject to approval by the Risk Committee of the Board of Directors (the \u201cBoard Risk Committee\u201d), the Firm\u2019s Chief Risk Officer (\u201cCRO\u201d) to lead the IRM function and maintain the risk governance framework of the Firm. The framework is subject to approval by the Board Risk Committee through its review and approval of the Risk Governance and Oversight Policy."}
-{"_id": "JPM20232409", "title": "JPM Risk governance framework", "text": "The Firm\u2019s CRO oversees and delegates authority to the Firmwide Risk Executives (\u201cFREs\u201d), the Chief Risk Officers of the LOBs and Corporate (\u201cLOB CROs\u201d), and the Firm\u2019s Chief Compliance Officer (\u201cCCO\u201d), who, in turn, establish Risk Management and Compliance organizations, develop the Firm\u2019s risk governance policies and standards, and define and oversee the implementation of the Firm\u2019s risk governance framework. The LOB CROs oversee risks that arise in their LOBs and Corporate, while FREs oversee risks that span across the LOBs and Corporate, as well as functions and regions. Each area of the Firm giving rise to risk is expected to operate within the parameters identified by the IRM function, and within the risk and control standards established by its own management."}
-{"_id": "JPM20232411", "title": "JPM Three lines of defense", "text": "The Firm\u2019s \u201cthree lines of defense\u201d are as follows:"}
-{"_id": "JPM20232412", "title": "JPM Three lines of defense", "text": "The first line of defense consists of each LOB, Treasury and CIO, and certain Other Corporate initiatives, including their aligned Operations, Technology and Control Management. The first line of defense owns the identification of risks within their respective organizations and the design and execution of controls to manage those risks. Responsibilities also include adherence to applicable laws, rules and regulations and implementation of the risk"}
-{"_id": "JPM20232414", "title": "JPM 86 JPMorgan Chase & Co./2023 Form 10-K", "text": "governance framework established by IRM, which may include policies, standards, limits, thresholds and controls."}
-{"_id": "JPM20232415", "title": "JPM 86 JPMorgan Chase & Co./2023 Form 10-K", "text": "The second line of defense is the IRM function, which is separate from the first line of defense and is responsible for independently measuring risk, as well as assessing and challenging the risk management practices of the first line of defense. IRM is also responsible for the identification of risks within its respective organization, adherence to applicable laws, rules and regulations and for the development and implementation of policies and standards with respect to its own processes."}
-{"_id": "JPM20232416", "title": "JPM 86 JPMorgan Chase & Co./2023 Form 10-K", "text": "The third line of defense is Internal Audit, an independent function that provides objective assessment of the adequacy and effectiveness of Firmwide processes, controls, governance and risk management. The Internal Audit function is headed by the General Auditor, who reports to the Audit Committee and administratively to the CEO."}
-{"_id": "JPM20232417", "title": "JPM 86 JPMorgan Chase & Co./2023 Form 10-K", "text": "In addition, there are other functions that contribute to the Firmwide control environment but are not considered part of a particular line of defense, including Finance, Human Resources and Legal. These other functions are responsible for the identification of risks within their respective organizations, adherence to applicable laws, rules and regulations and implementation of the risk governance framework established by IRM."}
-{"_id": "JPM20232419", "title": "JPM Risk identification and ownership", "text": "The LOBs and Corporate own the identification of risks within their respective organizations, as well as the design and execution of controls, including IRM-specified controls, to manage those risks. To support this activity, the Firm has a risk identification framework designed to facilitate each LOB and Corporate\u2019s responsibility to identify material risks inherent to the Firm\u2019s businesses and operational activities, catalog them in a central repository and review material risks on a regular basis. The IRM function reviews and challenges the LOB and Corporate\u2019s identified risks, maintains the central repository and provides the consolidated Firmwide results to the Firmwide Risk Committee (\u201cFRC\u201d) and the Board Risk Committee."}
-{"_id": "JPM20232421", "title": "JPM Risk appetite", "text": "The Firm\u2019s overall appetite for risk is governed by \u201cRisk Appetite\u201d frameworks for quantitative and qualitative risks. The Firm\u2019s risk appetite is periodically set and approved by senior management (including the CEO and CRO) and approved by the Board Risk Committee. Quantitative and qualitative risks are assessed to monitor and measure the Firm\u2019s capacity to take risk consistent with its stated risk appetite. Risk appetite results are reported to the Board Risk Committee."}
-{"_id": "JPM20232425", "title": "JPM Risk governance and oversight structure", "text": "The independent status of the IRM function is supported by a risk governance and oversight structure that provides channels for the escalation of risks and issues to senior management, the FRC, and the Board of Directors, as appropriate."}
-{"_id": "JPM20232426", "title": "JPM Risk governance and oversight structure", "text": "The chart below illustrates the principal standing committees of the Board of Directors and key senior management-level committees in the Firm\u2019s risk governance and oversight structure. In addition, there are other committees, forums and channels of escalation that support the oversight of risk that are not shown in the chart below or described in this Form 10-K."}
-{"_id": "JPM20232427", "title": "JPM Risk governance and oversight structure", "text": "The Firm\u2019s Operating Committee, which consists of the Firm\u2019s CEO, CRO, Chief Financial Officer (\u201cCFO\u201d), General Counsel, CEOs of the LOBs and other senior executives, is accountable to and may refer matters to the Firm\u2019s Board of Directors. The Operating Committee and certain other members of senior management are responsible for escalating to the Board the information necessary to facilitate the Board\u2019s exercise of its duties."}
-{"_id": "JPM20232429", "title": "JPM Board oversight", "text": "The Firm\u2019s Board of Directors actively oversees the business and affairs of the Firm. This includes monitoring the Firm\u2019s financial performance and condition and reviewing the strategic objectives and plans of the Firm. The Board carries out a significant portion of its oversight responsibilities through its principal standing committees, each of which consists solely of independent members of the Board. The Board Risk Committee is the principal committee that oversees risk matters. The Audit Committee oversees the control environment, and the Compensation & Management Development Committee oversees compensation and other management-related matters. Each committee of the Board oversees reputation risks, conduct risks, and environmental, social and governance (\u201cESG\u201d) matters within its scope of responsibility."}
-{"_id": "JPM20232430", "title": "JPM Board oversight", "text": "The JPMorgan Chase Bank, N.A. Board of Directors is responsible for the oversight of management of the bank, which it discharges both acting directly and through the principal standing committees of the Firm\u2019s Board of Directors. Risk and control oversight on behalf of JPMorgan"}
-{"_id": "JPM20232431", "title": "JPM Board oversight", "text": "Chase Bank N.A. is primarily the responsibility of the Board Risk Committee and the Audit Committee, respectively, and, with respect to compensation and other management-related matters, the Compensation & Management Development Committee."}
-{"_id": "JPM20232432", "title": "JPM Board oversight", "text": "The Board Risk Committee assists the Board in its oversight of management\u2019s responsibility to implement a global risk management framework reasonably designed to identify, assess and manage the Firm\u2019s risks. The Board Risk Committee\u2019s responsibilities include approval of applicable primary risk policies and review of certain associated frameworks, analysis and reporting established by management. Breaches in risk appetite and parameters, issues that may have a material adverse impact on the Firm, including capital and liquidity issues, and other significant risk-related matters are escalated to the Board Risk Committee, as appropriate."}
-{"_id": "JPM20232433", "title": "JPM Board oversight", "text": "The Audit Committee assists the Board in its oversight of management\u2019s responsibility to ensure that there is an effective system of controls reasonably designed to safeguard the Firm\u2019s assets and income, ensure the integrity of the Firm\u2019s financial statements, and maintain compliance with the Firm\u2019s ethical standards, policies, plans and procedures, and with laws, rules and regulations. It also assists the Board in its oversight of the qualifications, independence and performance of the Firm\u2019s independent registered public accounting firm, and of the performance of the Firm\u2019s Internal Audit function."}
-{"_id": "JPM20232435", "title": "JPM 88 JPMorgan Chase & Co./2023 Form 10-K", "text": "The Compensation & Management Development Committee (\u201cCMDC\u201d) assists the Board in its oversight of the Firm\u2019s compensation principles and practices. The CMDC reviews and approves the Firm\u2019s compensation and qualified benefits programs. The Committee reviews the performance of Operating Committee members against their goals, and approves their compensation awards. In addition, the CEO\u2019s award is subject to ratification by the independent directors of the Board. The CMDC also reviews the development of and succession for key executives. As part of the Board\u2019s role of reinforcing, demonstrating and communicating the \u201ctone at the top,\u201d the CMDC oversees the Firm\u2019s culture, including reviewing updates from management regarding significant conduct issues and any related actions with respect to employees, including compensation actions."}
-{"_id": "JPM20232436", "title": "JPM 88 JPMorgan Chase & Co./2023 Form 10-K", "text": "The Public Responsibility Committee oversees and reviews the Firm's positions and practices on public responsibility matters such as community investment, fair lending, sustainability, consumer practices and other public policy issues that reflect the Firm's values and character and could impact the Firm's reputation among its stakeholders. The Committee also provides guidance on these matters to management and the Board, as appropriate."}
-{"_id": "JPM20232437", "title": "JPM 88 JPMorgan Chase & Co./2023 Form 10-K", "text": "The Corporate Governance & Nominating Committee exercises general oversight with respect to the governance of the Board of Directors. It reviews the qualifications of and recommends to the Board proposed nominees for election to the Board. The Committee evaluates and recommends to the Board corporate governance practices applicable to the Firm. It also reviews the framework for assessing the Board\u2019s performance and self-evaluation."}
-{"_id": "JPM20232439", "title": "JPM Management oversight", "text": "The Firm\u2019s senior management-level committees that are primarily responsible for key risk-related functions include:"}
-{"_id": "JPM20232440", "title": "JPM Management oversight", "text": "The Firmwide Risk Committee (\u201cFRC\u201d) is the Firm\u2019s highest management-level risk committee. It oversees the risks inherent in the Firm\u2019s business and provides a forum for discussion of topics and issues that are raised or escalated by its members and other committees."}
-{"_id": "JPM20232441", "title": "JPM Management oversight", "text": "The Firmwide Control Committee (\u201cFCC\u201d) is an escalation committee for senior management to review and discuss the Firmwide compliance and operational risk environment including identified issues, compliance and operational risk metrics and significant events that have been escalated."}
-{"_id": "JPM20232442", "title": "JPM Management oversight", "text": "Line of Business and Regional Risk Committees are responsible for overseeing the governance, limits, and controls that have been established within the scope of their respective activities. These committees review the ways in which the particular LOB or the businesses operating in a particular region could be exposed to adverse outcomes, with a focus on identifying, accepting, escalating and/or requiring remediation of matters brought to these committees."}
-{"_id": "JPM20232443", "title": "JPM Management oversight", "text": "Line of Business and Corporate Function Control Committees oversee the risk and control environment of their respective business or function, inclusive of Operational Risk, Compliance and Conduct Risks. As part of that mandate, they are responsible for reviewing indicators of elevated or emerging risks and other data that may impact the level of compliance and operational risk in a business or function, addressing key compliance and operational risk issues, with an emphasis on processes with control concerns and overseeing control remediation."}
-{"_id": "JPM20232444", "title": "JPM Management oversight", "text": "The Asset and Liability Committee (\u201cALCO\u201d) is responsible for overseeing the Firm\u2019s asset and liability management (\u201cALM\u201d), including the activities and frameworks supporting management of the balance sheet, liquidity risk, interest rate risk, and capital risk."}
-{"_id": "JPM20232445", "title": "JPM Management oversight", "text": "The Firmwide Valuation Governance Forum (\u201cVGF\u201d) is composed of senior finance and risk executives and is responsible for overseeing the management of risks arising from valuation activities conducted across the Firm."}
-{"_id": "JPM20232447", "title": "JPM Risk governance and oversight functions", "text": "The Firm manages its risk through risk governance and oversight functions. The scope of a particular function or business activity may include one or more drivers, types and/or impacts of risk. For example, Country Risk Management oversees country risk which may be a driver of risk or an aggregation of exposures that could give rise to multiple risk types such as credit or market risk."}
-{"_id": "JPM20232464", "title": "JPM Risk governance and oversight functions", "text": "The following sections discuss the risk governance and oversight functions that have been established to manage the risks inherent in the Firm\u2019s business activities. Risk governance and oversight functions##Page Strategic Risk##90 Capital Risk##91-101 Liquidity Risk##102-109 Reputation Risk##110 Consumer Credit Risk##114-119 Wholesale Credit Risk##120-130 Investment Portfolio Risk##134 Market Risk##135-143 Country Risk##144-145 Climate Risk##146 Operational Risk##147-150 Compliance Risk##151 Conduct Risk##152 Legal Risk##153 Estimations and Model Risk##154"}
-{"_id": "JPM20232468", "title": "JPM STRATEGIC RISK MANAGEMENT", "text": "Strategic risk is the risk to earnings, capital, liquidity or reputation associated with poorly designed or failed business plans or an inadequate response to changes in the operating environment."}
-{"_id": "JPM20232470", "title": "JPM Management and oversight", "text": "The Operating Committee, together with the senior leadership of each LOB and Corporate, are responsible for managing the Firm\u2019s most significant strategic risks. IRM engages regularly in strategic business discussions and decision-making, including participation in relevant business reviews and senior management meetings, risk and control committees and other relevant governance forums, and review of acquisitions and new business initiatives. The Board of Directors oversees management\u2019s strategic decisions, and the Board Risk Committee oversees IRM and the Firm\u2019s risk governance framework."}
-{"_id": "JPM20232471", "title": "JPM Management and oversight", "text": "In the process of developing business plans and strategic initiatives, LOB and Corporate senior management identify the associated risks that are incorporated into the Firmwide Risk Identification framework and their impact on risk appetite."}
-{"_id": "JPM20232472", "title": "JPM Management and oversight", "text": "In addition, IRM conducts a qualitative assessment of the LOB and Corporate strategic initiatives to assess their impact on the risk profile of the Firm."}
-{"_id": "JPM20232473", "title": "JPM Management and oversight", "text": "The Firm\u2019s strategic planning process, which includes the development of the Firm\u2019s strategic plan and other strategic initiatives, is one component of managing the Firm\u2019s strategic risk. The strategic plan outlines the Firm\u2019s strategic framework and initiatives, and includes components such as budget, risk appetite, capital, earnings and asset-liability management objectives. Guided by the Firm\u2019s Business Principles, the Operating Committee and senior management teams in each LOB and Corporate review and update the strategic plan periodically, including evaluating the strategic framework and performance against prior-year initiatives, assessing the operating environment, refining existing strategies and developing new strategies."}
-{"_id": "JPM20232474", "title": "JPM Management and oversight", "text": "The Firm\u2019s strategic plan, together with IRM\u2019s assessment, are provided to the Board as part of its review and approval of the Firm\u2019s strategic plan, and the plan is also reflected in the Firm's budget."}
-{"_id": "JPM20232475", "title": "JPM Management and oversight", "text": "The Firm\u2019s balance sheet strategy, which focuses on risk-adjusted returns, strong capital and robust liquidity, is also a component in the management of strategic risk. Refer to Capital Risk Management on pages 91-101 for further information on capital risk. Refer to Liquidity Risk Management on pages 102\u2013109 for further information on liquidity risk. Refer to Reputation Risk Management on page 110 for further information on reputation risk."}
-{"_id": "JPM20232478", "title": "JPM CAPITAL RISK MANAGEMENT", "text": "Capital risk is the risk that the Firm has an insufficient level or composition of capital to support the Firm\u2019s business activities and associated risks during normal economic environments and under stressed conditions."}
-{"_id": "JPM20232479", "title": "JPM CAPITAL RISK MANAGEMENT", "text": "A strong capital position is essential to the Firm\u2019s business strategy and competitive position. Maintaining a strong balance sheet to manage through economic volatility is a strategic imperative of the Firm\u2019s Board of Directors, CEO and Operating Committee. The Firm\u2019s \u201cfortress balance sheet\u201d philosophy focuses on risk-adjusted returns, strong capital and robust liquidity. The Firm\u2019s capital risk management strategy focuses on maintaining long-term stability to enable the Firm to build and invest in market-leading businesses, including in highly stressed environments. Senior management considers the implications on the Firm\u2019s capital prior to making significant decisions that could impact future business activities. In addition to considering the Firm\u2019s earnings outlook, senior management evaluates all sources and uses of capital with a view to ensuring the Firm\u2019s capital strength."}
-{"_id": "JPM20232481", "title": "JPM Capital risk management", "text": "The Firm has a Capital Risk Management function whose primary objective is to provide independent oversight of capital risk across the Firm."}
-{"_id": "JPM20232487", "title": "JPM Capital risk management", "text": "Capital Risk Management\u2019s responsibilities include: \u2022Defining, monitoring and reporting capital risk metrics; \u2022Establishing, calibrating and monitoring capital risk limits and indicators, including capital risk appetite; \u2022Developing processes to classify, monitor and report capital limit breaches; \u2022Performing assessments of the Firm\u2019s capital management activities, including changes made to the Contingency Capital Plan described below; and \u2022Conducting assessments of the Firm's regulatory capital framework intended to ensure compliance with applicable regulatory capital rules."}
-{"_id": "JPM20232489", "title": "JPM Capital management", "text": "Treasury and CIO is responsible for capital management."}
-{"_id": "JPM20232494", "title": "JPM Capital management", "text": "The primary objectives of the Firm\u2019s capital management are to: \u2022Maintain sufficient capital in order to continue to build and invest in the Firm\u2019s businesses through normal economic cycles and in stressed environments; \u2022Retain flexibility to take advantage of future investment opportunities; \u2022Promote the Parent Company\u2019s ability to serve as a source of strength to its subsidiaries; \u2022Ensure the Firm operates above the minimum regulatory capital ratios as well as maintain \u201cwell-capitalized\u201d status for the Firm and its principal insured depository institution (\u201cIDI\u201d) subsidiary, JPMorgan Chase Bank, N.A."}
-{"_id": "JPM20232497", "title": "JPM at all times under applicable regulatory capital requirements;", "text": " \u2022Meet capital distribution objectives; and \u2022Maintain sufficient capital resources to operate throughout a resolution period in accordance with the Firm\u2019s preferred resolution strategy."}
-{"_id": "JPM20232501", "title": "JPM at all times under applicable regulatory capital requirements;", "text": "The Firm addresses these objectives through: \u2022Establishing internal minimum capital requirements and maintaining a strong capital governance framework. The internal minimum capital levels consider the Firm\u2019s regulatory capital requirements as well as an internal assessment of capital adequacy, in normal economic cycles and in stress events; \u2022Retaining flexibility in order to react to a range of potential events; and \u2022Regularly monitoring the Firm\u2019s capital position and following prescribed escalation protocols, both at the Firm and material legal entity levels."}
-{"_id": "JPM20232503", "title": "JPM Governance", "text": "Committees responsible for overseeing the Firm\u2019s capital management include the Capital Governance Committee, the Firmwide ALCO as well as regional ALCOs, and the CIO, Treasury and Corporate (\u201cCTC\u201d) Risk Committee. In addition, the Board Risk Committee periodically reviews the Firm\u2019s capital risk tolerance. Refer to Firmwide Risk Management on pages 86\u201389 for additional discussion of the Firmwide ALCO and other risk-related committees."}
-{"_id": "JPM20232506", "title": "JPM Comprehensive Capital Analysis and Review", "text": "The Federal Reserve requires the Firm, as a large Bank Holding Company (\u201cBHC\u201d), to submit at least annually a capital plan that has been reviewed and approved by the Board of Directors. The Federal Reserve uses Comprehensive Capital Analysis and Review (\u201cCCAR\u201d) and other stress testing processes to assess whether large BHCs, such as the Firm, have sufficient capital during periods of economic and financial stress, and have robust, forward-looking capital assessment and planning processes in place that address each BHC\u2019s unique risks to enable it to absorb losses under certain stress scenarios. Through CCAR, the Federal Reserve evaluates each BHC\u2019s capital adequacy and internal capital adequacy assessment processes (\u201cICAAP\u201d), as well as its plans to make capital distributions, such as dividend payments or stock repurchases. The Federal Reserve uses results under the severely adverse scenario from its supervisory stress test to determine each firm\u2019s Stress Capital Buffer (\u201cSCB\u201d) requirement for the coming year."}
-{"_id": "JPM20232507", "title": "JPM Comprehensive Capital Analysis and Review", "text": "The Firm's current SCB requirement is 2.9%, and will remain in effect until September 30, 2024. The Firm\u2019s Standardized CET1 capital ratio requirement, including regulatory buffers, was 11.4% as of December 31, 2023."}
-{"_id": "JPM20232508", "title": "JPM Comprehensive Capital Analysis and Review", "text": "Refer to Capital actions on page 99 for information on actions taken by the Firm\u2019s Board of Directors."}
-{"_id": "JPM20232512", "title": "JPM Internal Capital Adequacy Assessment Process", "text": "Annually, the Firm prepares the ICAAP, which informs the Board of Directors of the ongoing assessment of the Firm\u2019s processes for managing the sources and uses of capital as well as compliance with supervisory expectations for capital planning and capital adequacy. The Firm\u2019s ICAAP integrates stress testing protocols with capital planning. The Firm\u2019s Audit Committee is responsible for reviewing and approving the capital planning framework."}
-{"_id": "JPM20232513", "title": "JPM Internal Capital Adequacy Assessment Process", "text": "Stress testing assesses the potential impact of alternative economic and business scenarios on the Firm\u2019s earnings and capital. Economic scenarios, and the parameters underlying those scenarios, are defined centrally and applied uniformly across the businesses. These scenarios are articulated in terms of macroeconomic factors, which are key drivers of business results; global market shocks, which generate short-term but severe trading losses; and idiosyncratic operational risk events. The scenarios are intended to capture and stress key vulnerabilities and idiosyncratic risks facing the Firm. In addition to CCAR and other periodic stress testing, management also considers tailored stress scenarios and sensitivity analyses, as necessary."}
-{"_id": "JPM20232515", "title": "JPM Contingency Capital Plan", "text": "The Firm\u2019s Contingency Capital Plan establishes the capital management framework for the Firm and specifies the principles underlying the Firm\u2019s approach towards capital management in normal economic conditions and in stressed environments. The Contingency Capital Plan defines how the Firm calibrates its targeted capital levels and meets minimum capital requirements, monitors the ongoing appropriateness of planned capital distributions, and sets out the capital contingency actions that are expected to be taken or considered at various levels of capital depletion during a period of stress."}
-{"_id": "JPM20232517", "title": "JPM Regulatory capital", "text": "The Federal Reserve establishes capital requirements, including well-capitalized standards, for the Firm as a consolidated financial holding company. The Office of the Comptroller of the Currency (\"OCC\") establishes similar minimum capital requirements and standards for the Firm\u2019s principal IDI subsidiary, JPMorgan Chase Bank, N.A. The U.S. capital requirements generally follow the Capital Accord of the Basel Committee, as amended from time to time."}
-{"_id": "JPM20232519", "title": "JPM Basel III Overview", "text": "The capital rules under Basel III establish minimum capital ratios and overall capital adequacy standards for large and internationally active U.S. BHCs and banks, including the Firm and JPMorgan Chase Bank, N.A. The minimum amount of regulatory capital that must be held by BHCs and banks is determined by calculating RWA, which are on-balance sheet assets and off-balance sheet exposures, weighted according to risk. Under the rules currently in effect, two comprehensive approaches are prescribed for calculating RWA: a standardized approach (\u201cBasel III Standardized\u201d), and an advanced approach (\u201cBasel III Advanced\u201d)."}
-{"_id": "JPM20232520", "title": "JPM Basel III Overview", "text": "For each of these risk-based capital ratios, the capital adequacy of the Firm is evaluated against the lower of the Standardized or Advanced approaches compared to their respective regulatory capital ratio requirements."}
-{"_id": "JPM20232521", "title": "JPM Basel III Overview", "text": "In July 2023, the Federal Reserve, the OCC and the FDIC released a proposal to amend the risk-based capital framework, entitled \"Regulatory capital rule: Amendments applicable to large banking organizations and to banking organizations with significant trading activity,\" which is referred to in this Form 10-K as \u201cU.S. Basel III proposal\u201d. Under the proposal, changes to the framework would include replacement of the Advanced approach with an expanded risk-based approach, which would not permit the use of internal models for the calculation of RWA, other than for market risk. In addition, the stress capital buffer requirement would be applicable to both the expanded risk-based approach and the Standardized approach. The proposal would significantly revise risk-based capital requirements for all banks with assets of $100 billion or more, including the Firm and other U.S. GSIBs. The proposed effective date is July 1, 2025, with a three-year transition period applicable to the expanded risk-based approach. Based on the Firm's understanding of the proposal, as applied to its Consolidated balance sheets as of June 30, 2023 (the reference date for a special data collection exercise conducted by the Federal Reserve), the estimated impact at the end of the transition period would increase RWA by approximately 30%, which would result in an approximately 25% increase to CET1 capital necessary to meet the Firm\u2019s CET1 ratio requirement, all else equal. These estimates do not reflect any actions that the Firm may take to mitigate the impact of the rule as currently proposed."}
-{"_id": "JPM20232522", "title": "JPM Basel III Overview", "text": "Pending the finalization of the U.S. Basel III proposal, the Firm expects that it will continue to build capital above the current levels, and therefore the CET1 target of 13.5% previously set by the Firm (which was with respect to the current Standardized RWA measure) is no longer meaningful. The Firm's quarterly capital ratios will vary dependent on market conditions and other factors. Under the requirements of the U.S. Basel III proposal, the new expanded risk-based approach, when fully phased-in, would be the Firm\u2019s binding constraint."}
-{"_id": "JPM20232523", "title": "JPM Basel III Overview", "text": "The current Basel III rules establish capital requirements for calculating credit risk RWA and market risk RWA, and in the case of Basel III Advanced, operational risk RWA. Key differences in the calculation of credit risk RWA between the Standardized and Advanced approaches are that for Basel III Advanced, credit risk RWA is based on risk-sensitive approaches which largely rely on the use of internal credit models and parameters, whereas for Basel III Standardized, credit risk RWA is generally based on supervisory risk-weightings which vary primarily by counterparty type and asset class. Market risk RWA is generally calculated consistently between Basel III Standardized and Basel III Advanced. In addition to the RWA calculated under these approaches, the Firm may supplement such amounts to"}
-{"_id": "JPM20232525", "title": "JPM 92 JPMorgan Chase & Co./2023 Form 10-K", "text": "incorporate management judgment and feedback from its regulators."}
-{"_id": "JPM20232526", "title": "JPM 92 JPMorgan Chase & Co./2023 Form 10-K", "text": "As of December 31, 2023, the Advanced Total Capital ratio became the most binding constraint for the Firm\u2019s Basel III risk-based ratios, primarily reflecting the reduction in the Stress Capital Buffer requirement. However, as of December 31, 2023, with respect to the CET1 and Tier 1 risk-based ratios, the Standardized ratios are more binding than the Advanced ratios."}
-{"_id": "JPM20232527", "title": "JPM 92 JPMorgan Chase & Co./2023 Form 10-K", "text": "Basel III also includes a requirement for Advanced Approaches banking organizations, including the Firm, to calculate its SLR. As of the fourth quarter of 2023, the Firm\u2019s SLR became more binding than the Basel III risk-based ratios, primarily reflecting the reduction in the Stress Capital Buffer requirement. With the increase in the GSIB surcharge in the first quarter of 2024, the Firm expects the risk-based ratios to revert to being more binding than the SLR."}
-{"_id": "JPM20232528", "title": "JPM 92 JPMorgan Chase & Co./2023 Form 10-K", "text": "Refer to page 95 for additional information on GSIB surcharge and page 98 for additional information on SLR."}
-{"_id": "JPM20232531", "title": "JPM GSIB Surcharge", "text": "In July 2023, the Federal Reserve also released a proposal to amend the calculation of the GSIB surcharge. If adopted as proposed, these amendments would require the Firm to assess its GSIB surcharge on an annual basis, using the average of the quarterly surcharge calculations throughout the calendar year, with daily averaging required for certain measures within the surcharge calculation. Surcharge increments would be reduced from 50 bps to 10 bps and there would also be other technical amendments to the Method 2 calculation. The proposed amendments would revise risk-based capital requirements for the Firm and other U.S. GSIBs, and would become effective two calendar quarters after the adoption of the final rule. Refer to Risk-based Capital Regulatory Requirements on pages 94-95 for further information on the GSIB surcharge."}
-{"_id": "JPM20232533", "title": "JPM TLAC and Eligible LTD Requirements", "text": "In August 2023, the Federal Reserve, the FDIC and the OCC released a proposal to expand the eligible long-term debt (\"eligible LTD\") and clean holding company requirements under the existing total loss-absorbing capacity (\"TLAC\") rule to apply to non-GSIB banks with $100 billion or more in total consolidated assets. While U.S. GSIBs are already subject to these requirements, the proposal would reduce the amount of LTD with remaining maturities of less than two years that count towards a U.S. GSIB's TLAC requirement. The proposal would also expand the existing capital deduction framework for LTD issued by GSIBs to include LTD issued by non-GSIB banks subject to the LTD requirements."}
-{"_id": "JPM20232537", "title": "JPM Risk-based Capital Regulatory Requirements", "text": "The following chart presents the Firm\u2019s Basel III CET1 capital ratio requirements under the Basel III rules currently in effect."}
-{"_id": "JPM20232538", "title": "JPM Risk-based Capital Regulatory Requirements", "text": "All banking institutions are currently required to have a minimum CET1 capital ratio of 4.5% of risk-weighted assets."}
-{"_id": "JPM20232539", "title": "JPM Risk-based Capital Regulatory Requirements", "text": "Certain banking organizations, including the Firm, are required to hold additional levels of capital to serve as a \u201ccapital conservation buffer\u201d. The capital conservation buffer incorporates a GSIB surcharge, a discretionary countercyclical capital buffer and a fixed capital conservation buffer of 2.5% for Advanced regulatory capital requirements, as well as a variable SCB requirement, floored at 2.5%, for Standardized regulatory capital requirements."}
-{"_id": "JPM20232540", "title": "JPM Risk-based Capital Regulatory Requirements", "text": "Under the Federal Reserve\u2019s GSIB rule, the Firm is required to assess its GSIB surcharge on an annual basis under two separately prescribed methods based on data for the previous fiscal year-end, and is subject to the higher of the two. \u201cMethod 1\u201d reflects the GSIB surcharge as prescribed by the Basel Committee\u2019s assessment methodology, and is calculated by the Financial Stability Board (\u201cFSB\u201d) across five criteria: size, cross-jurisdictional activity, interconnectedness, complexity and substitutability. \u201cMethod 2\u201d, calculated by the Firm, modifies the Method 1 requirements to include a measure of short-term wholesale funding in place of substitutability, and introduces a GSIB score \u201cmultiplication factor\u201d."}
-{"_id": "JPM20232545", "title": "JPM 94 JPMorgan Chase & Co./2023 Form 10-K", "text": "The following table presents the Firm\u2019s effective GSIB surcharge for the years ended December 31, 2024, 2023 and 2022. ##2024####2023####2022## Method 1##2.5##%##2.5##%##2.0##% Method 2##4.5##%##4.0##%##3.5##%"}
-{"_id": "JPM20232546", "title": "JPM 94 JPMorgan Chase & Co./2023 Form 10-K", "text": "On November 27, 2023, the FSB released its annual list of GSIBs based upon data as of December 31, 2022, which affirmed the Firm\u2019s Method 1 GSIB surcharge of 2.5%, which will be effective January 1, 2025, unless the Firm\u2019s Method 1 GSIB surcharge, as determined by the FSB, is lower based upon data as of December 31, 2023."}
-{"_id": "JPM20232547", "title": "JPM 94 JPMorgan Chase & Co./2023 Form 10-K", "text": "The Firm\u2019s Method 2 surcharge calculated using data as of December 31, 2021 is 4.5% (up from 4.0%), which became effective January 1, 2024. The Firm\u2019s estimated Method 2 surcharge calculated using data as of December 31, 2022 is 4.5%. Accordingly, based on the GSIB rule currently in effect, the Firm\u2019s effective GSIB surcharge increased to 4.5% on January 1, 2024."}
-{"_id": "JPM20232548", "title": "JPM 94 JPMorgan Chase & Co./2023 Form 10-K", "text": "The U.S. federal regulatory capital standards include a framework for setting a discretionary countercyclical capital buffer taking into account the macro financial environment in which large, internationally active banks function. As of December 31, 2023, the U.S. countercyclical capital buffer remained at 0%. The Federal Reserve will continue to review the buffer at least annually. The buffer can be increased if the Federal Reserve, FDIC and OCC determine that systemic risks are meaningfully above normal and can be calibrated up to an additional 2.5% of RWA subject to a 12-month implementation period."}
-{"_id": "JPM20232549", "title": "JPM 94 JPMorgan Chase & Co./2023 Form 10-K", "text": "Failure to maintain regulatory capital equal to or in excess of the risk-based regulatory capital minimum plus the capital conservation buffer (inclusive of the GSIB surcharge) and any countercyclical buffer will result in limitations to the amount of capital that the Firm may distribute, such as through dividends and common share repurchases, as well as on discretionary bonus payments for certain executive officers."}
-{"_id": "JPM20232551", "title": "JPM Total Loss-Absorbing Capacity", "text": "The Federal Reserve\u2019s TLAC rule requires the U.S. GSIB top-tier holding companies, including the Firm, to maintain minimum levels of external TLAC and eligible LTD. Refer to TLAC on page 100 for additional information."}
-{"_id": "JPM20232554", "title": "JPM Supplementary leverage ratio", "text": "Banking organizations subject to the Basel III Advanced approach are currently required to have a minimum SLR of 3.0%. Certain banking organizations, including the Firm, are also required to hold an additional 2.0% leverage buffer. The SLR is defined as Tier 1 capital under Basel III divided by the Firm\u2019s total leverage exposure. Total leverage exposure is calculated by taking the Firm\u2019s total average on-balance sheet assets, less amounts permitted to be deducted for Tier 1 capital, and adding certain off-balance sheet exposures, as defined in regulatory capital rules. Refer to SLR on page 98 for additional information."}
-{"_id": "JPM20232555", "title": "JPM Supplementary leverage ratio", "text": "Failure to maintain an SLR equal to or greater than the regulatory requirement will result in limitations on the amount of capital that the Firm may distribute such as through dividends and common share repurchases, as well as on discretionary bonus payments for certain executive officers."}
-{"_id": "JPM20232557", "title": "JPM Other regulatory capital", "text": "In addition to meeting the capital ratio requirements of Basel III, the Firm and its principal IDI subsidiary, JPMorgan Chase Bank, N.A. must also maintain minimum capital and leverage ratios in order to be \u201cwell-capitalized\u201d under the regulations issued by the Federal Reserve and the Prompt Corrective Action requirements of the FDIC Improvement Act, respectively. Refer to Note 27 for additional information."}
-{"_id": "JPM20232558", "title": "JPM Other regulatory capital", "text": "Additional information regarding the Firm\u2019s capital ratios, as well as the U.S. federal regulatory capital standards to which the Firm is subject, is presented in Note 27. Refer to the Firm\u2019s Pillar 3 Regulatory Capital Disclosures reports, which are available on the Firm\u2019s website, for further information on the Firm\u2019s current capital measures."}
-{"_id": "JPM20232572", "title": "JPM Selected capital and RWA data", "text": "The following tables present the Firm\u2019s risk-based capital metrics under both the Basel III Standardized and Advanced approaches and leverage-based capital metrics. Refer to Note 27 for JPMorgan Chase Bank, N.A.\u2019s risk-based and leverage-based capital metrics. First Republic Bank was not subject to Advanced approach regulatory capital requirements. As a result, for certain exposures associated with the First Republic acquisition, Advanced RWA and any impact on Advanced Total capital is calculated under the Standardized approach as permitted by the transition provisions in the U.S. capital rules. Refer to Note 34 for additional information on the First Republic acquisition. ##########Standardized##################Advanced###### (in millions, except ratios)####December 31, 2023######December 31, 2022####Capital ratio requirements(b)######December 31, 2023########December 31, 2022####Capital ratio requirements(b)## Risk-based capital metrics:(a)################################## CET1 capital##$##250,585####$##218,934########$##250,585######$##218,934###### Tier 1 capital####277,306######245,631##########277,306########245,631###### Total capital####308,497######277,769##########295,417####(c)####264,583###### Risk-weighted assets####1,671,995######1,653,538##########1,669,156####(c)####1,609,773###### CET1 capital ratio####15.0##%####13.2##%##11.4##%####15.0##%######13.6##%##11.0##% Tier 1 capital ratio####16.6######14.9####12.9######16.6########15.3####12.5## Total capital ratio####18.5######16.8####14.9######17.7########16.4####14.5##"}
-{"_id": "JPM20232573", "title": "JPM Selected capital and RWA data", "text": "(a)The capital metrics reflect the CECL capital transition provisions. Refer to Note 27 for additional information."}
-{"_id": "JPM20232574", "title": "JPM Selected capital and RWA data", "text": "(b)Represents minimum requirements and regulatory buffers applicable to the Firm for the period ended December 31, 2023. For the period ended December 31, 2022, the Basel III Standardized CET1, Tier 1, and Total capital ratio requirements applicable to the Firm were 12.0%, 13.5%, and 15.5%, respectively; the Basel III Advanced CET1, Tier 1, and Total capital ratio requirements applicable to the Firm were 10.5%, 12.0%, and 14.0%, respectively. Refer to Note 27 for additional information."}
-{"_id": "JPM20232581", "title": "JPM Selected capital and RWA data", "text": "(c)Includes the impacts of certain assets associated with First Republic to which the Standardized approach has been applied as permitted by the transition provisions in the U.S. capital rules. Three months ended (in millions, except ratios)####December 31, 2023######December 31, 2022####Capital ratio requirements(c)## Leverage-based capital metrics:(a)################ Adjusted average assets(b)##$##3,831,200####$##3,703,873###### Tier 1 leverage ratio####7.2##%####6.6##%##4.0##% Total leverage exposure##$##4,540,465####$##4,367,092###### SLR####6.1##%####5.6##%##5.0##%"}
-{"_id": "JPM20232582", "title": "JPM Selected capital and RWA data", "text": "(a)The capital metrics reflect the CECL capital transition provisions. Refer to Note 27 for additional information."}
-{"_id": "JPM20232583", "title": "JPM Selected capital and RWA data", "text": "(b)Adjusted average assets, for purposes of calculating the leverage ratios, includes quarterly average assets adjusted for on-balance sheet assets that are subject to deduction from Tier 1 capital, predominantly goodwill, inclusive of estimated equity method goodwill, and other intangible assets."}
-{"_id": "JPM20232584", "title": "JPM Selected capital and RWA data", "text": "(c)Represents minimum requirements and regulatory buffers applicable to the Firm. Refer to Note 27 for additional information."}
-{"_id": "JPM20232609", "title": "JPM Capital components", "text": "The following table presents reconciliations of total stockholders\u2019 equity to Basel III CET1 capital, Tier 1 capital and Total capital as of December 31, 2023 and 2022. (in millions)####December 31, 2023######December 31, 2022 Total stockholders\u2019 equity##$##327,878####$##292,332 Less: Preferred stock####27,404######27,404 Common stockholders\u2019 equity####300,474######264,928 Add:########## Certain deferred tax liabilities(a)####2,996######2,510 Other CET1 capital adjustments(b)####4,717######6,221 Less:########## Goodwill(c)####54,377######53,501 Other intangible assets####3,225######1,224 Standardized/Advanced CET1 capital####250,585######218,934 Add: Preferred stock####27,404######27,404 Less: Other Tier 1 adjustments####683######707 Standardized/Advanced Tier 1 capital##$##277,306####$##245,631 Long-term debt and other instruments qualifying as Tier 2 capital##$##11,779####$##13,569 Qualifying allowance for credit losses(d)####20,102######19,353 Other####(690)######(784) Standardized Tier 2 capital##$##31,191####$##32,138 Standardized Total capital##$##308,497####$##277,769 Adjustment in qualifying allowance for credit losses for Advanced Tier 2 capital(e)####(13,080)##(f)####(13,186) Advanced Tier 2 capital##$##18,111####$##18,952 Advanced Total capital##$##295,417####$##264,583"}
-{"_id": "JPM20232610", "title": "JPM Capital components", "text": "(a)Represents deferred tax liabilities related to tax-deductible goodwill and to identifiable intangibles created in nontaxable transactions, which are netted against goodwill and other intangibles when calculating CET1 capital."}
-{"_id": "JPM20232611", "title": "JPM Capital components", "text": "(b)As of December 31, 2023 and 2022, included a net benefit associated with cash flow hedges and debit valuation adjustments (\"DVA\") related to structured notes recorded in AOCI of $4.3 billion and $5.2 billion and the benefit from the CECL capital transition provisions of $1.4 billion and $2.2 billion, respectively."}
-{"_id": "JPM20232612", "title": "JPM Capital components", "text": "(c)Goodwill deducted from capital includes goodwill associated with equity method investments in nonconsolidated financial institutions based on regulatory requirements. Refer to page 134 for additional information on principal investment risk."}
-{"_id": "JPM20232613", "title": "JPM Capital components", "text": "(d)Represents the allowance for credit losses eligible for inclusion in Tier 2 capital up to 1.25% of credit risk RWA, including the impact of the CECL capital transition provision with any excess deducted from RWA. Refer to Note 27 for additional information on the CECL capital transition."}
-{"_id": "JPM20232614", "title": "JPM Capital components", "text": "(e)Represents an adjustment to qualifying allowance for credit losses for the excess of eligible credit reserves over expected credit losses up to 0.6% of credit risk RWA, including the impact of the CECL capital transition provision with any excess deducted from RWA."}
-{"_id": "JPM20232615", "title": "JPM Capital components", "text": "(f)Included an incremental $655 million allowance for credit losses on certain assets associated with First Republic to which the Standardized approach has been applied, as permitted by the transition provisions in the U.S. capital rules."}
-{"_id": "JPM20232651", "title": "JPM Capital rollforward", "text": "The following table presents the changes in Basel III CET1 capital, Tier 1 capital and Tier 2 capital for the year ended December 31, 2023. Year ended December 31, (in millions)####2023 Standardized/Advanced CET1 capital at December 31, 2022##$##218,934 Net income applicable to common equity####48,051 Dividends declared on common stock####(12,055) Net purchase of treasury stock####(8,881) Changes in additional paid-in capital####1,084 Changes related to AOCI applicable to capital:#### Unrealized gains/(losses) on investment securities####5,381 Translation adjustments, net of hedges(a)####329 Fair value hedges####(101) Defined benefit pension and other postretirement employee benefit (\u201cOPEB\u201d) plans####373 Changes related to other CET1 capital adjustments(b)####(2,530) Change in Standardized/Advanced CET1 capital####31,651 Standardized/Advanced CET1 capital at  December 31, 2023##$##250,585 Standardized/Advanced Tier 1 capital at December 31, 2022##$##245,631 Change in CET1 capital(b)####31,651 Redemptions of noncumulative perpetual preferred stock####\u2014 Other####24 Change in Standardized/Advanced Tier 1 capital####31,675 Standardized/Advanced Tier 1 capital at December 31, 2023##$##277,306 Standardized Tier 2 capital at December 31, 2022##$##32,138 Change in long-term debt and other instruments qualifying as Tier 2####(1,790) Change in qualifying allowance for credit losses(b)####749 Other####94 Change in Standardized Tier 2 capital####(947) Standardized Tier 2 capital at December 31, 2023##$##31,191 Standardized Total capital at December 31, 2023##$##308,497 Advanced Tier 2 capital at December 31, 2022##$##18,952 Change in long-term debt and other instruments qualifying as Tier 2####(1,790) Change in qualifying allowance for credit losses(b)(c)####855 Other####94 Change in Advanced Tier 2 capital####(841) Advanced Tier 2 capital at December 31, 2023##$##18,111 Advanced Total capital at December 31, 2023##$##295,417"}
-{"_id": "JPM20232652", "title": "JPM Capital rollforward", "text": "(a)Includes foreign currency translation adjustments and the impact of related derivatives."}
-{"_id": "JPM20232653", "title": "JPM Capital rollforward", "text": "(b)Includes the impact of the CECL capital transition provisions and the cumulative effect of changes in accounting principles. Refer to Note 27 for additional information on the CECL capital transition."}
-{"_id": "JPM20232654", "title": "JPM Capital rollforward", "text": "(c)Included an incremental $655 million allowance for credit losses on certain assets associated with First Republic to which the Standardized approach has been applied, as permitted by the transition provisions in the U.S. capital rules."}
-{"_id": "JPM20232665", "title": "JPM RWA rollforward", "text": "The following table presents changes in the components of RWA under Basel III Standardized and Advanced approaches for the year ended December 31, 2023. The amounts in the rollforward categories are estimates, based on the predominant driver of the change. ########Standardized##############Advanced###### Year ended December 31, 2023 (in millions)####Credit risk RWA(c)####Market risk RWA####Total RWA####Credit risk RWA(c)(d)####Market risk RWA####Operational risk RWA####Total RWA December 31, 2022##$##1,568,536##$##85,002##$##1,653,538##$##1,078,076##$##85,432##$##446,265##$##1,609,773 Model & data changes(a)####(11,024)####(4,883)####(15,907)####(11,313)####(4,883)####\u2014####(16,196) Movement in portfolio levels(b)####46,339####(11,975)####34,364####88,498####(11,946)####(973)####75,579 Changes in RWA####35,315####(16,858)####18,457####77,185####(16,829)####(973)####59,383 December 31, 2023##$##1,603,851##$##68,144##$##1,671,995##$##1,155,261##$##68,603##$##445,292##$##1,669,156"}
-{"_id": "JPM20232666", "title": "JPM RWA rollforward", "text": "(a)Model & data changes refer to material movements in levels of RWA as a result of revised methodologies and/or treatment per regulatory guidance (exclusive of rule changes)."}
-{"_id": "JPM20232667", "title": "JPM RWA rollforward", "text": "(b)Movement in portfolio levels (inclusive of rule changes) refers to: for Credit risk RWA, changes in book size, impacts associated with the First Republic acquisition, including the benefit of the shared-loss agreements entered into with the FDIC, position roll-offs in legacy portfolios in Home Lending, changes in composition and credit quality, market movements, and deductions for excess eligible allowances for credit losses not eligible for inclusion in Tier 2 capital; for Market risk RWA, changes in position, market movements, and changes in the Firm\u2019s regulatory multiplier from Regulatory VaR backtesting exceptions; and for Operational risk RWA, updates to cumulative losses and macroeconomic model inputs."}
-{"_id": "JPM20232668", "title": "JPM RWA rollforward", "text": "(c)As of December 31, 2023 and 2022, the Basel III Standardized Credit risk RWA included wholesale and retail off balance-sheet RWA of $208.5 billion and $210.1 billion, respectively; and the Basel III Advanced Credit risk RWA included wholesale and retail off balance-sheet RWA of $188.5 billion and $180.8 billion, respectively."}
-{"_id": "JPM20232669", "title": "JPM RWA rollforward", "text": "(d)As of December 31, 2023, Credit risk RWA reflected approximately $52.4 billion of RWA calculated under the Standardized approach for certain assets associated with First Republic as permitted by the transition provisions in the U.S. capital rules."}
-{"_id": "JPM20232670", "title": "JPM RWA rollforward", "text": "Refer to the Firm\u2019s Pillar 3 Regulatory Capital Disclosures reports, which are available on the Firm\u2019s website, for further information on Credit risk RWA, Market risk RWA and Operational risk RWA."}
-{"_id": "JPM20232680", "title": "JPM Supplementary leverage ratio", "text": "The following table presents the components of the Firm\u2019s SLR. Three months ended (in millions, except ratio)####December 31, 2023######December 31, 2022## Tier 1 capital##$##277,306####$##245,631## Total average assets####3,885,632######3,755,271## Less: Regulatory capital adjustments(a)####54,432######51,398## Total adjusted average assets(b)####3,831,200######3,703,873## Add: Off-balance sheet exposures(c)####709,265######663,219## Total leverage exposure##$##4,540,465####$##4,367,092## SLR####6.1##%####5.6##%"}
-{"_id": "JPM20232681", "title": "JPM Supplementary leverage ratio", "text": "(a)For purposes of calculating the SLR, includes quarterly average assets adjusted for on-balance sheet assets that are subject to deduction from Tier 1 capital, predominantly goodwill, inclusive of estimated equity method goodwill, other intangible assets and adjustments for the CECL capital transition provisions. Refer to Note 27 for additional information on the CECL capital transition."}
-{"_id": "JPM20232682", "title": "JPM Supplementary leverage ratio", "text": "(b)Adjusted average assets used for the calculation of Tier 1 leverage ratio."}
-{"_id": "JPM20232683", "title": "JPM Supplementary leverage ratio", "text": "(c)Off-balance sheet exposures are calculated as the average of the three month-end spot balances on applicable regulatory exposures during the reporting quarter. Refer to the Firm\u2019s Pillar 3 Regulatory Capital Disclosures reports for additional information."}
-{"_id": "JPM20232685", "title": "JPM Line of business equity", "text": "Each business segment is allocated capital by taking into consideration a variety of factors including capital levels of similarly rated peers and applicable regulatory capital requirements. ROE is measured and internal targets for expected returns are established as key measures of a business segment\u2019s performance."}
-{"_id": "JPM20232686", "title": "JPM Line of business equity", "text": "The Firm\u2019s current allocation methodology incorporates Basel III Standardized RWA and the GSIB surcharge, both"}
-{"_id": "JPM20232687", "title": "JPM Line of business equity", "text": "under rules currently in effect, as well as a simulation of capital in a severe stress environment. At least annually, the assumptions, judgments and methodologies used to allocate capital are reassessed and, as a result, the capital allocated to the LOBs may change. As of January 1, 2024, changes to the Firm\u2019s line of business capital allocations are primarily a result of updates to the Firm\u2019s current capital requirements and changes in RWA for each LOB under rules currently in effect. In addition, the capital that the Firm has accumulated to meet the increased requirements of the U.S. Basel III proposal has generally been retained in Corporate."}
-{"_id": "JPM20232697", "title": "JPM Line of business equity", "text": "The following table presents the capital allocated to each business segment. ######Line of business equity (Allocated capital)######## ############December 31,## (in billions)####January 1, 2024######2023(a)####2022 Consumer & Community Banking##$##54.5####$##55.5##$##50.0 Corporate & Investment Bank####102.0######108.0####103.0 Commercial Banking####30.0######30.0####25.0 Asset & Wealth Management####15.5######17.0####17.0 Corporate####98.5######90.0####69.9 Total common stockholders\u2019 equity##$##300.5####$##300.5##$##264.9"}
-{"_id": "JPM20232698", "title": "JPM Line of business equity", "text": "(a)Includes the impact of the First Republic acquisition."}
-{"_id": "JPM20232702", "title": "JPM Common stock dividends", "text": "The Firm\u2019s common stock dividends are planned as part of the Capital Management governance framework in line with the Firm\u2019s capital management objectives."}
-{"_id": "JPM20232703", "title": "JPM Common stock dividends", "text": "The Firm\u2019s quarterly common stock dividend is currently $1.05 per share. The Firm\u2019s dividends are subject to approval by the Board of Directors on a quarterly basis."}
-{"_id": "JPM20232704", "title": "JPM Common stock dividends", "text": "Refer to Note 21 and Note 26 for information regarding dividend restrictions."}
-{"_id": "JPM20232707", "title": "JPM Common stock dividends", "text": "The following table shows the common dividend payout ratio based on net income applicable to common equity. Year ended December 31,##2023####2022####2021## Common dividend payout ratio##25##%##33##%##25##%"}
-{"_id": "JPM20232709", "title": "JPM Common stock", "text": "Effective May 1, 2022, the Firm is authorized to purchase up to $30 billion under its common share repurchase program previously approved by the Board of Directors, which was announced on April 13, 2022."}
-{"_id": "JPM20232713", "title": "JPM Common stock", "text": "The following table sets forth the Firm\u2019s repurchases of common stock for the years ended December 31, 2023, 2022 and 2021. Year ended December 31, (in millions)####2023####2022(b)####2021(c) Total number of shares of common stock repurchased####69.5####23.1####119.7 Aggregate purchase price of common stock repurchases(a)##$##9,898##$##3,122##$##18,448"}
-{"_id": "JPM20232714", "title": "JPM Common stock", "text": "(a)Excludes excise tax and commissions. As part of the Inflation Reduction Act of 2022, a 1% excise tax was imposed on net share repurchases effective January 1, 2023."}
-{"_id": "JPM20232715", "title": "JPM Common stock", "text": "(b)In the second half of 2022, the Firm temporarily suspended share repurchases, which it resumed under its current common share repurchase program in the first quarter of 2023."}
-{"_id": "JPM20232716", "title": "JPM Common stock", "text": "(c)As directed by the Federal Reserve, total net repurchases and common stock dividends in the first and second quarter of 2021 were restricted and could not exceed the average of the Firm\u2019s net income for the four preceding calendar quarters. Effective July 1, 2021, the Firm became subject to the normal capital distribution restrictions provided under the regulatory capital framework."}
-{"_id": "JPM20232717", "title": "JPM Common stock", "text": "The Board of Directors\u2019 authorization to repurchase common shares is utilized at management\u2019s discretion, and the timing of purchases and the exact amount of common shares that may be repurchased is subject to various factors, including market conditions; legal and regulatory considerations affecting the amount and timing of repurchase activity; the Firm\u2019s capital position (taking into account goodwill and intangibles); internal capital generation; current and proposed future capital requirements; and alternative investment opportunities. The $30 billion common share repurchase program approved by the Board does not establish specific price targets or timetables. The repurchase program may be suspended by management at any time; and may be executed through open market purchases or privately negotiated transactions, or utilizing Rule 10b5-1 plans, which are written trading plans that the Firm may enter into from time to time under Rule 10b5-1 of the Securities Exchange Act of 1934 and which allow the Firm to repurchase its common shares during periods when it may otherwise not be repurchasing common shares \u2014 for example, during internal trading blackout periods."}
-{"_id": "JPM20232718", "title": "JPM Common stock", "text": "Refer to Part II, Item 5: Market for Registrant\u2019s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities on page 35 of the 2023 Form 10-K for additional information regarding repurchases of the Firm\u2019s equity securities."}
-{"_id": "JPM20232719", "title": "JPM Common stock", "text": "Refer to capital planning and stress testing on page 91 for additional information."}
-{"_id": "JPM20232721", "title": "JPM Preferred stock", "text": "Preferred stock dividends declared were $1.5 billion for the year ended December 31, 2023, and $1.6 billion for each of the years ended December 31, 2022 and 2021."}
-{"_id": "JPM20232722", "title": "JPM Preferred stock", "text": "Refer to Note 21 for additional information on the Firm\u2019s preferred stock, including the issuance and redemption of preferred stock."}
-{"_id": "JPM20232724", "title": "JPM Subordinated Debt", "text": "Refer to Long-term funding and issuance on page 108 and Note 20 for additional information on the Firm\u2019s subordinated debt."}
-{"_id": "JPM20232729", "title": "JPM Total Loss-Absorbing Capacity", "text": "The Federal Reserve\u2019s TLAC rule requires the U.S. GSIB top-tier holding companies, including the Firm, to maintain minimum levels of external TLAC and eligible long-term debt."}
-{"_id": "JPM20232730", "title": "JPM Total Loss-Absorbing Capacity", "text": "The external TLAC requirements and the minimum level of eligible long-term debt requirements are shown below:"}
-{"_id": "JPM20232731", "title": "JPM Total Loss-Absorbing Capacity", "text": "(a)RWA is the greater of Standardized and Advanced compared to their respective regulatory capital ratio requirements."}
-{"_id": "JPM20232732", "title": "JPM Total Loss-Absorbing Capacity", "text": "Failure to maintain TLAC equal to or in excess of the regulatory minimum plus applicable buffers will result in limitations on the amount of capital that the Firm may distribute, such as through dividends and common share repurchases, as well as on discretionary bonus payments for certain executive officers."}
-{"_id": "JPM20232742", "title": "JPM Total Loss-Absorbing Capacity", "text": "The following table presents the eligible external TLAC and eligible LTD amounts, as well as a representation of these amounts as a percentage of the Firm\u2019s total RWA and total leverage exposure applying the impact of the CECL capital transition provisions as of December 31, 2023 and 2022. ########December 31, 2023############December 31, 2022#### (in billions, except ratio)####External TLAC######LTD######External TLAC######LTD## Total eligible amount##$##513.8####$##222.6####$##486.0####$##228.5## % of RWA####30.7##%####13.3##%####29.4##%####13.8##% Regulatory requirements####23.0######10.0######22.5######9.5## Surplus/(shortfall)##$##129.2####$##55.4####$##114.0####$##71.4## % of total leverage exposure####11.3##%####4.9##%####11.1##%####5.2##% Regulatory requirements####9.5######4.5######9.5######4.5## Surplus/(shortfall)##$##82.5####$##18.3####$##71.2####$##32.0##"}
-{"_id": "JPM20232743", "title": "JPM Total Loss-Absorbing Capacity", "text": "Effective January 1, 2023, the Firm\u2019s regulatory requirements for TLAC to RWA and eligible LTD to RWA ratios increased by 50 bps to 23.0% and 10.0%, respectively, due to the increase in the Firm\u2019s GSIB requirements. Refer to Risk-based Capital Regulatory Requirements on pages 94\u201395 for further information on the GSIB surcharge."}
-{"_id": "JPM20232744", "title": "JPM Total Loss-Absorbing Capacity", "text": "Refer to Liquidity Risk Management on pages 102\u2013109 for further information on long-term debt issued by the Parent Company."}
-{"_id": "JPM20232745", "title": "JPM Total Loss-Absorbing Capacity", "text": "Refer to Part I, Item 1A: Risk Factors on pages 9-33 of the 2023 Form 10-K for information on the financial consequences to holders of the Firm\u2019s debt and equity securities in a resolution scenario."}
-{"_id": "JPM20232749", "title": "JPM J.P. Morgan Securities", "text": "JPMorgan Chase\u2019s principal U.S. broker-dealer subsidiary is J.P. Morgan Securities. J.P. Morgan Securities is subject to the regulatory capital requirements of Rule 15c3-1 under the Securities Exchange Act of 1934 (the \u201cNet Capital Rule\u201d). J.P. Morgan Securities is also registered as a futures commission merchant and is subject to regulatory capital requirements, including those imposed by the SEC, the Commodity Futures Trading Commission (\u201cCFTC\u201d), the Financial Industry Regulatory Authority (\u201cFINRA\u201d) and the National Futures Association (\u201cNFA\u201d)."}
-{"_id": "JPM20232750", "title": "JPM J.P. Morgan Securities", "text": "J.P. Morgan Securities has elected to compute its minimum net capital requirements in accordance with the \u201cAlternative Net Capital Requirements\u201d of the Net Capital Rule."}
-{"_id": "JPM20232754", "title": "JPM J.P. Morgan Securities", "text": "The following table presents J.P. Morgan Securities\u2019 net capital: December 31, 2023######## (in millions)####Actual####Minimum Net Capital##$##27,865##$##5,346"}
-{"_id": "JPM20232755", "title": "JPM J.P. Morgan Securities", "text": "J.P. Morgan Securities is registered with the SEC as a security-based swap dealer and with the CFTC as a swap dealer. As a result of additional SEC and CFTC capital and financial reporting requirements for security-based swap dealers and swap dealers, J.P. Morgan Securities is subject to alternative minimum net capital requirements and required to hold \u201ctentative net capital\u201d in excess of $5.0 billion. J.P. Morgan Securities is also required to notify the SEC and CFTC in the event that its tentative net capital is less than $6.0 billion. Tentative net capital is net capital before deducting market and credit risk charges as defined by the Net Capital Rule. As of December 31, 2023, J.P. Morgan Securities maintained tentative net capital in excess of the minimum and notification requirements."}
-{"_id": "JPM20232758", "title": "JPM J.P. Morgan Securities plc", "text": "J.P. Morgan Securities plc is a wholly-owned subsidiary of JPMorgan Chase Bank, N.A. and has authority to engage in banking, investment banking and broker-dealer activities. J.P. Morgan Securities plc is jointly regulated in the U.K. by the Prudential Regulation Authority (\u201cPRA\u201d) and the Financial Conduct Authority (\u201cFCA\u201d). J.P. Morgan Securities plc is subject to the European Union (\u201cEU\u201d) Capital Requirements Regulation (\u201cCRR\u201d), as adopted in the U.K., and the PRA capital rules, each of which have implemented Basel III and thereby subject J.P. Morgan Securities plc to its requirements."}
-{"_id": "JPM20232759", "title": "JPM J.P. Morgan Securities plc", "text": "The Bank of England requires that U.K. banks, including U.K. regulated subsidiaries of overseas groups, maintain minimum requirements for own funds and eligible liabilities (\u201cMREL\u201d). As of December 31, 2023, J.P. Morgan Securities plc was compliant with its MREL requirements."}
-{"_id": "JPM20232760", "title": "JPM J.P. Morgan Securities plc", "text": "Effective January 1, 2023, J.P. Morgan Securities plc was required to meet the minimum Tier 1 leverage ratio requirement established by the PRA of 3.25%, plus regulatory buffers."}
-{"_id": "JPM20232768", "title": "JPM J.P. Morgan Securities plc", "text": "The following table presents J.P. Morgan Securities plc\u2019s risk-based and leverage-based capital metrics: December 31, 2023############ (in millions, except ratios)####Actual####Regulatory Minimum ratios(a)#### Total capital##$##52,522######## CET1 capital ratio####16.9##%##4.5##%## Tier 1 capital ratio####22.3####6.0#### Total capital ratio####28.1####8.0#### Tier 1 leverage ratio####7.3####3.3####(b)"}
-{"_id": "JPM20232769", "title": "JPM J.P. Morgan Securities plc", "text": "(a)Represents minimum Pillar 1 requirements specified by the PRA. J.P. Morgan Securities plc's capital ratios as of December 31, 2023 exceeded the minimum requirements, including the additional capital requirements specified by the PRA."}
-{"_id": "JPM20232770", "title": "JPM J.P. Morgan Securities plc", "text": "(b)At least 75% of the Tier 1 leverage ratio minimum must be met with CET1 capital."}
-{"_id": "JPM20232772", "title": "JPM J.P. Morgan SE", "text": "JPMSE is a wholly-owned subsidiary of JPMorgan Chase Bank, N.A. and has authority to engage in banking, investment banking and markets activities. JPMSE is regulated by the European Central Bank as well as the local regulators in each of the countries in which it operates, and it is subject to EU capital requirements under Basel III."}
-{"_id": "JPM20232773", "title": "JPM J.P. Morgan SE", "text": "JPMSE is required by the EU Single Resolution Board to maintain MREL. As of December 31, 2023, JPMSE was compliant with its MREL requirements."}
-{"_id": "JPM20232781", "title": "JPM J.P. Morgan SE", "text": "The following table presents JPMSE\u2019s risk-based and leverage-based capital metrics: December 31, 2023###### (in millions, except ratios)####Actual## Total capital##$##44,158## CET1 capital ratio####18.1##% Tier 1 capital ratio####18.1## Total capital ratio####32.2## Tier 1 leverage ratio####5.8##"}
-{"_id": "JPM20232782", "title": "JPM J.P. Morgan SE", "text": "(a)Represents minimum Pillar 1 requirements specified by the EU CRR. J.P. Morgan SE\u2019s capital and leverage ratios as of December 31, 2023 exceeded the minimum requirements, including the additional capital requirements specified by EU regulators."}
-{"_id": "JPM20232786", "title": "JPM LIQUIDITY RISK MANAGEMENT", "text": "Liquidity risk is the risk that the Firm will be unable to meet its cash and collateral needs as they arise or that it does not have the appropriate amount, composition and tenor of funding and liquidity to support its assets and liabilities."}
-{"_id": "JPM20232794", "title": "JPM Liquidity risk management", "text": "The Firm has a Liquidity Risk Management (\u201cLRM\u201d) function whose primary objective is to provide independent oversight of liquidity risk across the Firm. Liquidity Risk Management\u2019s responsibilities include: \u2022Defining, monitoring and reporting liquidity risk metrics; \u2022Independently establishing and monitoring limits and indicators, including liquidity risk appetite; \u2022Developing a process to classify, monitor and report limit breaches; \u2022Performing an independent review of liquidity risk management processes to evaluate their adequacy and effectiveness; \u2022Monitoring and reporting internal Firmwide and legal entity liquidity stress tests, regulatory defined metrics, as well as liquidity positions, balance sheet variances and funding activities; and \u2022Approving or escalating for review new or updated liquidity stress assumptions."}
-{"_id": "JPM20232796", "title": "JPM Liquidity management", "text": "Treasury and CIO is responsible for liquidity management."}
-{"_id": "JPM20232799", "title": "JPM Liquidity management", "text": "The primary objectives of the Firm\u2019s liquidity management are to: \u2022Ensure that the Firm\u2019s core businesses and material legal entities are able to operate in support of client needs and meet contractual and contingent financial obligations through normal economic cycles as well as during stress events, and \u2022Manage an optimal funding mix and availability of liquidity sources."}
-{"_id": "JPM20232806", "title": "JPM Liquidity management", "text": "The Firm addresses these objectives through: \u2022Analyzing and understanding the liquidity characteristics of the assets and liabilities of the Firm, LOBs, legal entities, as well as currencies, taking into account legal, regulatory, and operational restrictions; \u2022Developing internal liquidity stress testing assumptions; \u2022Defining and monitoring Firmwide and legal entity-specific liquidity strategies, policies, reporting and contingency funding plans; \u2022Managing liquidity within the Firm\u2019s approved liquidity risk appetite tolerances and limits; \u2022Managing compliance with regulatory requirements related to funding and liquidity risk; and \u2022Setting FTP in accordance with underlying liquidity characteristics of balance sheet assets and liabilities as well as certain off-balance sheet items."}
-{"_id": "JPM20232811", "title": "JPM Liquidity management", "text": "As part of the Firm\u2019s overall liquidity management strategy, the Firm manages liquidity and funding using a centralized, global approach designed to: \u2022Optimize liquidity sources and uses; \u2022Monitor exposures; \u2022Identify constraints on the transfer of liquidity between the Firm\u2019s legal entities; and \u2022Maintain the appropriate amount of surplus liquidity at a Firmwide and legal entity level, where relevant."}
-{"_id": "JPM20232813", "title": "JPM Governance", "text": "Committees responsible for liquidity governance include the Firmwide ALCO, as well as regional ALCOs, the Treasurer Committee, and the CTC Risk Committee. In addition, the Board Risk Committee reviews and recommends to the Board of Directors, for approval, the Firm\u2019s liquidity risk tolerances, liquidity strategy, and liquidity policy. Refer to Firmwide Risk Management on pages 86\u201389 for further discussion of ALCO and other risk-related committees."}
-{"_id": "JPM20232820", "title": "JPM Internal stress testing", "text": "The Firm conducts internal liquidity stress testing that is intended to ensure that the Firm and its material legal entities have sufficient liquidity under a variety of adverse scenarios, including scenarios analyzed as part of the Firm\u2019s resolution and recovery planning. Internal stress tests are produced on a regular basis, and other stress tests are performed in response to specific market events or concerns. Liquidity stress tests assume all of the Firm\u2019s contractual financial obligations are met and take into consideration: \u2022Varying levels of access to unsecured and secured funding markets; \u2022Estimated non-contractual and contingent cash outflows; \u2022Credit rating downgrades; \u2022Collateral haircuts; and \u2022Potential impediments to the availability and transferability of liquidity between jurisdictions and material legal entities such as regulatory, legal or other restrictions."}
-{"_id": "JPM20232821", "title": "JPM Internal stress testing", "text": "Liquidity outflows are modeled across a range of time horizons and currency dimensions and contemplate both market and idiosyncratic stresses."}
-{"_id": "JPM20232822", "title": "JPM Internal stress testing", "text": "Results of stress tests are considered in the formulation of the Firm\u2019s funding plan and assessment of its liquidity position. The Parent Company acts as a source of funding for the Firm through equity and long-term debt issuances, and its intermediate holding company, JPMorgan Chase Holdings LLC (the \u201cIHC\u201d), provides funding to support the ongoing operations of the Parent Company and its subsidiaries. The Firm maintains liquidity at the Parent Company, the IHC, and operating subsidiaries at levels sufficient to comply with liquidity risk tolerances and minimum liquidity requirements, and to manage through"}
-{"_id": "JPM20232824", "title": "JPM 102 JPMorgan Chase & Co./2023 Form 10-K", "text": "periods of stress when access to normal funding sources may be disrupted."}
-{"_id": "JPM20232826", "title": "JPM Contingency funding plan", "text": "The Firm\u2019s Contingency Funding Plan (\u201cCFP\u201d) sets out the strategies for addressing and managing liquidity resource needs during a liquidity stress event and incorporates liquidity risk limits, indicators and risk appetite tolerances. The CFP also identifies the alternative contingent funding and liquidity resources available to the Firm and its legal entities in a period of stress."}
-{"_id": "JPM20232828", "title": "JPM LCR and HQLA", "text": "The LCR rule requires that the Firm and JPMorgan Chase Bank, N.A. maintain an amount of eligible HQLA that is sufficient to meet their respective estimated total net cash outflows over a prospective 30 calendar-day period of significant stress. Eligible HQLA, for purposes of calculating the LCR, is the amount of unencumbered HQLA that satisfy certain operational considerations as defined in the LCR rule. HQLA primarily consist of cash and certain high-quality liquid securities as defined in the LCR rule."}
-{"_id": "JPM20232829", "title": "JPM LCR and HQLA", "text": "Under the LCR rule, the amount of eligible HQLA held by JPMorgan Chase Bank, N.A. that is in excess of its stand-alone 100% minimum LCR requirement, and that is not transferable to non-bank affiliates, must be excluded from the Firm\u2019s reported eligible HQLA."}
-{"_id": "JPM20232830", "title": "JPM LCR and HQLA", "text": "Estimated net cash outflows are based on standardized stress outflow and inflow rates prescribed in the LCR rule, which are applied to the balances of the Firm\u2019s assets, sources of funds, and obligations. The LCR for both the Firm and JPMorgan Chase Bank, N.A. is required to be a minimum of 100%."}
-{"_id": "JPM20232844", "title": "JPM LCR and HQLA", "text": "The following table summarizes the Firm and JPMorgan Chase Bank, N.A.\u2019s average LCR for the three months ended December 31, 2023, September 30, 2023 and December 31, 2022 based on the Firm\u2019s interpretation of the LCR framework. ##########Three months ended######## Average amount (in millions)####December 31, 2023######September 30, 2023######December 31, 2022## JPMorgan Chase & Co.:################## HQLA################## Eligible cash(a)##$##485,263####$##402,663####$##542,847## Eligible securities(b)(c)####313,365######378,702######190,201## Total HQLA(d)##$##798,628####$##781,365####$##733,048## Net cash outflows##$##704,857####$##696,668####$##652,580## LCR####113##%####112##%####112##% Net excess eligible HQLA(d)##$##93,771####$##84,697####$##80,468## ########JPMorgan Chase Bank, N.A.:########## LCR####129##%####123##%####151##% Net excess eligible HQLA##$##215,190####$##167,096####$##356,733##"}
-{"_id": "JPM20232845", "title": "JPM LCR and HQLA", "text": "(a)Represents cash on deposit at central banks, primarily the Federal Reserve Banks."}
-{"_id": "JPM20232846", "title": "JPM LCR and HQLA", "text": "(b)Eligible HQLA securities may be reported in securities borrowed or purchased under resale agreements, trading assets, or investment securities on the Firm\u2019s Consolidated balance sheets. For purposes of calculating the LCR, HQLA securities are included at fair value, which may differ from the accounting treatment under U.S. GAAP."}
-{"_id": "JPM20232847", "title": "JPM LCR and HQLA", "text": "(c)Predominantly U.S. Treasuries, U.S. GSE and government agency MBS, and sovereign bonds net of regulatory haircuts under the LCR rule."}
-{"_id": "JPM20232848", "title": "JPM LCR and HQLA", "text": "(d)Excludes average excess eligible HQLA at JPMorgan Chase Bank, N.A. that are not transferable to non-bank affiliates."}
-{"_id": "JPM20232849", "title": "JPM LCR and HQLA", "text": "JPMorgan Chase Bank, N.A.'s average LCR increased during the three months ended December 31, 2023, compared with the three months ended September 30, 2023, driven by CIB market activities, partially offset by loan growth."}
-{"_id": "JPM20232850", "title": "JPM LCR and HQLA", "text": "JPMorgan Chase Bank, N.A.\u2019s average LCR for the three months ended December 31, 2023 decreased compared with the three months ended December 31, 2022, reflecting a decrease in JPMorgan Chase Bank, N.A.\u2019s HQLA as a result of a reduction in cash due to a decline in average deposits and loan growth, as well as the impact of First Republic and lower market values of HQLA-eligible investment securities. These impacts were partially offset by CIB markets activities."}
-{"_id": "JPM20232851", "title": "JPM LCR and HQLA", "text": "Refer to Note 10 and Note 34 for additional information on the Firm's investment securities portfolio and the First Republic acquisition."}
-{"_id": "JPM20232854", "title": "JPM Management\u2019s discussion and analysis", "text": "Actions by the Federal Reserve have impacted depositor behavior, resulting in reductions to system-wide deposits, including those held by the Firm. Each of the Firm and JPMorgan Chase Bank, N.A.'s average LCR may fluctuate from period to period due to changes in their respective eligible HQLA and estimated net cash outflows as a result of ongoing business activity and from the continued impacts of Federal Reserve actions as well as other factors. Refer to the Firm\u2019s U.S. LCR Disclosure reports, which are available on the Firm\u2019s website, for a further discussion of the Firm\u2019s LCR."}
-{"_id": "JPM20232856", "title": "JPM Liquidity sources", "text": "In addition to the assets reported in the Firm\u2019s eligible HQLA discussed above, the Firm had unencumbered marketable securities, such as equity and debt securities, that the Firm believes would be available to raise liquidity. This includes excess eligible HQLA securities at JPMorgan Chase Bank, N.A. that are not transferable to non-bank affiliates. The fair value of these securities was approximately $649 billion and $694 billion as of December 31, 2023 and 2022, respectively, although the amount of liquidity that could be raised at any particular time would be dependent on prevailing market conditions. The decrease compared to December 31, 2022, was driven by a reduction in excess eligible HQLA securities at JPMorgan Chase Bank, N.A., partially offset by an increase in unencumbered AFS securities."}
-{"_id": "JPM20232857", "title": "JPM Liquidity sources", "text": "As of December 31, 2023 and 2022, the Firm had approximately $1.4 trillion of available cash and securities comprised of eligible end-of-period HQLA, excluding the impact of regulatory haircuts of $798.0 billion and $735.5 billion, respectively, and unencumbered marketable securities with a fair value of approximately $649 billion and $694 billion, respectively."}
-{"_id": "JPM20232858", "title": "JPM Liquidity sources", "text": "The Firm also had available borrowing capacity at the Federal Home Loan Banks (\u201cFHLBs\u201d) and the discount window at the Federal Reserve Banks as a result of collateral pledged by the Firm to such banks of approximately $340 billion and $323 billion as of December 31, 2023 and 2022, respectively. This borrowing capacity excludes the benefit of cash and securities reported in the Firm\u2019s eligible HQLA or other unencumbered securities that are currently pledged at the Federal Reserve Banks discount window and other central banks. Available borrowing capacity increased from December 31, 2022 primarily due to a higher amount of wholesale loans pledged at the Federal Reserve Banks. Although available, the Firm does not view this borrowing capacity at the Federal Reserve Banks discount window and the other central banks as a primary source of liquidity."}
-{"_id": "JPM20232860", "title": "JPM NSFR", "text": "The net stable funding ratio (\u201cNSFR\u201d) is a liquidity requirement for large banking organizations that is intended to measure the adequacy of \u201cavailable\u201d stable funding that is sufficient to meet their \u201crequired\u201d amounts of stable funding over a one-year horizon."}
-{"_id": "JPM20232861", "title": "JPM NSFR", "text": "For the three months ended December 31, 2023, both the Firm and JPMorgan Chase Bank, N.A. were compliant with the 100% minimum NSFR requirement, based on the Firm\u2019s interpretation of the final rule. Refer to the Firm's U.S. NSFR Disclosure report covering December 31, 2023 and September 30, 2023 on the Firm\u2019s website for additional information."}
-{"_id": "JPM20232865", "title": "JPM Sources of funds", "text": "Management believes that the Firm\u2019s unsecured and secured funding capacity is sufficient to meet its on- and off-balance sheet obligations, which includes both short- and long-term cash requirements."}
-{"_id": "JPM20232866", "title": "JPM Sources of funds", "text": "The Firm funds its global balance sheet through diverse sources of funding including stable deposits, secured and unsecured funding in the capital markets and stockholders\u2019 equity. Deposits are the primary funding source for JPMorgan Chase Bank, N.A. Additionally, JPMorgan Chase Bank, N.A. may access funding through short- or long-term secured borrowings, the issuance of unsecured long-term"}
-{"_id": "JPM20232867", "title": "JPM Sources of funds", "text": "debt, or from borrowings from the IHC. The Firm\u2019s non-bank subsidiaries are primarily funded from long-term unsecured borrowings and short-term secured borrowings which are primarily securities loaned or sold under repurchase agreements. Excess funding is invested by Treasury and CIO in the Firm\u2019s investment securities portfolio or deployed in cash or other short-term liquid investments based on their interest rate and liquidity risk characteristics."}
-{"_id": "JPM20232868", "title": "JPM Sources of funds", "text": "Refer to Note 28 for additional information on off\u2013balance sheet obligations."}
-{"_id": "JPM20232878", "title": "JPM Deposits", "text": "The table below summarizes, by LOB and Corporate, the period-end and average deposit balances as of and for the years ended December 31, 2023 and 2022. As of or for the year ended December 31,##############Average## (in millions)####2023####2022####2023####2022 Consumer & Community Banking##$##1,094,738##$##1,131,611##$##1,126,552##$##1,162,680 Corporate & Investment Bank####777,638####689,893####728,537####739,700 Commercial Banking####273,254####271,342####267,758####294,180 Asset & Wealth Management####233,232####233,130####216,178####261,489 Corporate####21,826####14,203####20,042####9,866 Total Firm##$##2,400,688##$##2,340,179##$##2,359,067##$##2,467,915"}
-{"_id": "JPM20232879", "title": "JPM Deposits", "text": "The Firm believes that deposits provide a stable source of funding and reduce the Firm\u2019s reliance on the wholesale funding markets. A significant portion of the Firm\u2019s deposits are consumer deposits and wholesale operating deposits, which are both considered to be stable sources of liquidity. Wholesale operating deposits are generally considered to be stable sources of liquidity because they are generated from customers that maintain operating service relationships with the Firm."}
-{"_id": "JPM20232880", "title": "JPM Deposits", "text": "The Firm believes that average deposit balances are generally more representative of deposit trends than period-end deposit balances. However, during periods of market disruption, average deposit trends may be impacted."}
-{"_id": "JPM20232885", "title": "JPM Deposits", "text": "Average deposits were lower for the year ended December 31, 2023 compared to the year ended December 31, 2022, reflecting the net impact of: \u2022lower balances in AWM due to continued migration into higher-yielding investments driven by the higher interest rate environment, partially offset by growth from new and existing customers as a result of new product offerings and the impact of First Republic, \u2022a decline in CCB reflecting higher customer spending, largely offset by the impact of First Republic, \u2022a decrease in CB due to continued deposit attrition as clients seek higher-yielding investments, partially offset by the retention of inflows associated with disruptions in the market in the first quarter of 2023, \u2022a decline in CIB due to deposit attrition, including actions taken to reduce certain deposits, predominantly offset by"}
-{"_id": "JPM20232887", "title": "JPM Deposits", "text": "net issuances of structured notes as a result of client demand, and \u2022growth in Corporate related to the Firm's international consumer initiatives."}
-{"_id": "JPM20232893", "title": "JPM Deposits", "text": "Period-end deposits increased from December 31, 2022, reflecting the net impact of: \u2022higher balances in CIB due to net issuances of structured notes as a result of client demand, as well as deposit inflows from client-driven activities in Payments and Securities Services, partially offset by deposit attrition, including actions taken to reduce certain deposits, \u2022growth in Corporate related to the Firm's international consumer initiatives, \u2022lower balances in CCB reflecting higher customer spending, \u2022a decline in AWM due to continued migration into higher-yielding investments driven by the higher interest rate environment, predominantly offset by growth from new and existing customers as a result of new product offerings, and \u2022a decrease in CB due to continued deposit attrition as clients seek higher-yielding investments, predominantly offset by the retention of inflows associated with disruptions in the market in the first quarter of 2023."}
-{"_id": "JPM20232894", "title": "JPM Deposits", "text": "The net increase also included $61 billion of deposits associated with First Republic, primarily reflected in CCB, AWM and CB."}
-{"_id": "JPM20232897", "title": "JPM Management\u2019s discussion and analysis", "text": "Refer to Business Segment Results on pages 65\u201385 and Note 34 for additional information on the First Republic acquisition."}
-{"_id": "JPM20232898", "title": "JPM Management\u2019s discussion and analysis", "text": "Refer to the Firm\u2019s Consolidated Balance Sheets Analysis and the Business Segment Results on pages 58\u201360 and pages 65\u201385, respectively, for further information on deposit and liability balance trends. Refer to Note 3 for further information on structured notes."}
-{"_id": "JPM20232899", "title": "JPM Management\u2019s discussion and analysis", "text": "Certain deposits are covered by insurance protection that provides additional funding stability and results in a benefit to the LCR. Deposit insurance protection may be available to depositors in the countries in which the deposits are placed. For example, the Federal Deposit Insurance Corporation (\u201cFDIC\u201d) provides deposit insurance protection for deposits placed in a U.S. depository institution. At December 31, 2023 and 2022, the Firmwide estimated uninsured deposits were $1,331.9 billion and $1,383.7 billion, respectively, primarily reflecting wholesale operating deposits."}
-{"_id": "JPM20232907", "title": "JPM Management\u2019s discussion and analysis", "text": "Total uninsured deposits include time deposits. The table below presents an estimate of uninsured U.S. and non-U.S. time deposits, and their remaining maturities. The Firm\u2019s estimates of its uninsured U.S. time deposits are based on data that the Firm calculates periodically under applicable FDIC regulations. For purposes of this presentation, all non-U.S. time deposits are deemed to be uninsured. (in millions)######December 31, 2023########December 31, 2022#### ####U.S.####Non-U.S.####U.S.######Non-U.S. Three months or less##$##82,719##$##77,466##$##43,513####$##68,765 Over three months but within 6 months####17,736####5,358####8,670######3,658 Over six months but within 12 months####10,294####4,820####7,035######2,850 Over 12 months####710####2,543####787######2,634 Total##$##111,459##$##90,187##$##60,005####$##77,907"}
-{"_id": "JPM20232914", "title": "JPM Management\u2019s discussion and analysis", "text": "The table below shows the loan and deposit balances, the loans-to-deposits ratios, and deposits as a percentage of total liabilities, as of December 31, 2023 and 2022. As of December 31, (in billions except ratios)############ ####2023######2022## Deposits##$##2,400.7####$##2,340.2## Deposits as a % of total liabilities####68##%####69##% Loans##$##1,323.7####$##1,135.6## Loans-to-deposits ratio####55##%####49##%"}
-{"_id": "JPM20232933", "title": "JPM Management\u2019s discussion and analysis", "text": "The following table provides a summary of the average balances and average interest rates of JPMorgan Chase\u2019s deposits for the years ended December 31, 2023, 2022, and 2021. (Unaudited) Year ended December 31,########Average balances##########Average interest rates###### (in millions, except interest rates)####2023####2022####2021##2023####2022####2021## U.S. offices######################## Noninterest-bearing##$##635,791##$##691,206##$##648,170##NA####NA####NA## Interest-bearing######################## Demand(a)####279,725####324,512####322,122##3.50##%##0.92##%##0.06##% Savings(b)####864,558####971,788####930,866##1.10####0.28####0.06## Time####145,827####62,022####48,628##4.74####2.07####0.26## Total interest-bearing deposits####1,290,110####1,358,322####1,301,616##2.03####0.52####0.07## Total deposits in U.S. offices####1,925,901####2,049,528####1,949,786##1.36####0.34####0.05## Non-U.S. offices######################## Noninterest-bearing####24,747####28,043####26,315##NA####NA####NA## Interest-bearing######################## Demand####321,976####324,740####313,304##2.71####0.57####(0.10)## Time####86,443####65,604####57,749##5.82####1.85####(0.09)## Total interest-bearing deposits####408,419####390,344####371,053##3.37####0.78####(0.10)## Total deposits in non-U.S. offices####433,166####418,387####397,368##3.18####0.73####(0.09)## Total deposits##$##2,359,067##$##2,467,915##$##2,347,154##1.70##%##0.41##%##0.02##%"}
-{"_id": "JPM20232934", "title": "JPM Management\u2019s discussion and analysis", "text": "(a)Includes Negotiable Order of Withdrawal accounts, and certain trust accounts."}
-{"_id": "JPM20232935", "title": "JPM Management\u2019s discussion and analysis", "text": "(b)Includes Money Market Deposit Accounts."}
-{"_id": "JPM20232936", "title": "JPM Management\u2019s discussion and analysis", "text": "Refer to Note 17 for additional information on deposits."}
-{"_id": "JPM20232961", "title": "JPM 106 JPMorgan Chase & Co./2023 Form 10-K", "text": "The following table summarizes short-term and long-term funding, excluding deposits, as of December 31, 2023 and 2022, and average balances for the years ended December 31, 2023 and 2022. Refer to the Consolidated Balance Sheets Analysis on pages 58\u201360 and Note 11 for additional information. Sources of funds (excluding deposits)#################### As of or for the year ended December 31,################Average#### (in millions)####2023######2022####2023######2022 Commercial paper##$##14,737####$##12,557##$##12,675####$##16,151 Other borrowed funds####8,200######8,418####9,712######12,250 Federal funds purchased####787######1,684####1,754######1,567 Total short-term unsecured funding##$##23,724####$##22,659##$##24,141####$##29,968 Securities sold under agreements to repurchase(a)##$##212,804####$##198,382##$##249,661####$##236,192 Securities loaned(a)####2,944######2,547####4,671######5,003 Other borrowed funds####21,775##(g)####23,052####22,010######25,211 Obligations of Firm-administered multi-seller conduits(b)####17,781######9,236####14,918######7,387 Total short-term secured funding##$##255,304####$##233,217##$##291,260####$##273,793 Senior notes##$##191,202####$##188,025##$##181,803####$##189,047 Subordinated debt####19,708######21,803####20,374######20,125 Structured notes(c)####86,056######70,839####76,574######68,656 Total long-term unsecured funding##$##296,966####$##280,667##$##278,751####$##277,828 Credit card securitization(b)##$##2,998####$##1,999##$##1,634####$##1,950 FHLB advances####41,246##(g)####11,093####28,865######11,103 Purchase Money Note(d)####48,989######NA##$##32,829######NA Other long-term secured funding(e)####4,624######4,105####4,513######3,837 Total long-term secured funding##$##97,857####$##17,197##$##67,841####$##16,890 Preferred stock(f)##$##27,404####$##27,404##$##27,404####$##31,893 Common stockholders\u2019 equity(f)##$##300,474####$##264,928##$##282,056####$##253,068"}
-{"_id": "JPM20232962", "title": "JPM 106 JPMorgan Chase & Co./2023 Form 10-K", "text": "(a)Primarily consists of short-term securities loaned or sold under agreements to repurchase."}
-{"_id": "JPM20232963", "title": "JPM 106 JPMorgan Chase & Co./2023 Form 10-K", "text": "(b)Included in beneficial interests issued by consolidated variable interest entities on the Firm\u2019s Consolidated balance sheets."}
-{"_id": "JPM20232964", "title": "JPM 106 JPMorgan Chase & Co./2023 Form 10-K", "text": "(c)Includes certain TLAC-eligible long-term unsecured debt issued by the Parent Company."}
-{"_id": "JPM20232965", "title": "JPM 106 JPMorgan Chase & Co./2023 Form 10-K", "text": "(d)Reflects the Purchase Money Note associated with the First Republic acquisition on May 1, 2023. Refer to Note 34 for additional information."}
-{"_id": "JPM20232966", "title": "JPM 106 JPMorgan Chase & Co./2023 Form 10-K", "text": "(e)Includes long-term structured notes which are secured."}
-{"_id": "JPM20232967", "title": "JPM 106 JPMorgan Chase & Co./2023 Form 10-K", "text": "(f)Refer to Capital Risk Management on pages 91-101, Consolidated statements of changes in stockholders\u2019 equity on page 169, Note 21 and Note 22 for additional information on preferred stock and common stockholders\u2019 equity."}
-{"_id": "JPM20232968", "title": "JPM 106 JPMorgan Chase & Co./2023 Form 10-K", "text": "(g)As of December 31, 2023, included short-term and long-term FHLB advances of $500 million and $23.2 billion, respectively, associated with First Republic. Refer to Note 34 for additional information."}
-{"_id": "JPM20232970", "title": "JPM Short-term funding", "text": "The Firm\u2019s sources of short-term secured funding primarily consist of securities loaned or sold under agreements to repurchase. These instruments are secured predominantly by high-quality securities collateral, including government-issued debt and U.S. GSE and government agency MBS. Securities sold under agreements to repurchase increased at December 31, 2023, compared with December 31, 2022, reflecting the impact of a lower level of netting on reduced repurchase activity."}
-{"_id": "JPM20232971", "title": "JPM Short-term funding", "text": "The balances associated with securities loaned or sold under agreements to repurchase fluctuate over time due to investment and financing activities of clients, the Firm\u2019s demand for financing, the ongoing management of the mix of the Firm\u2019s liabilities, including its secured and unsecured financing (for both the investment securities and market-making portfolios), and other market and portfolio factors."}
-{"_id": "JPM20232972", "title": "JPM Short-term funding", "text": "The Firm\u2019s sources of short-term unsecured funding primarily consist of issuances of wholesale commercial paper and other borrowed funds."}
-{"_id": "JPM20232973", "title": "JPM Short-term funding", "text": "The increase in period-end commercial paper and the decrease in average balances for the year ended December 31, 2023 compared to the respective prior year periods were due to changes in net issuance levels primarily for short-term liquidity management."}
-{"_id": "JPM20232974", "title": "JPM Short-term funding", "text": "The decrease in average secured other borrowed funds for the year ended December 31, 2023 compared to the prior year period was primarily due to lower financing of Markets activities."}
-{"_id": "JPM20232978", "title": "JPM Long-term funding and issuance", "text": "Long-term funding provides an additional source of stable funding and liquidity for the Firm. The Firm\u2019s long-term funding plan is driven primarily by expected client activity, liquidity considerations and regulatory requirements, including TLAC. Long-term funding objectives include maintaining diversification, maximizing market access and optimizing funding costs. The Firm evaluates various funding markets, tenors and currencies in creating its optimal long-term funding plan."}
-{"_id": "JPM20232979", "title": "JPM Long-term funding and issuance", "text": "The significant majority of the Firm\u2019s total outstanding long-term debt has been issued by the Parent Company to provide flexibility in support of the funding needs of both bank and non-bank subsidiaries. The Parent Company advances substantially all net funding proceeds to its subsidiary, the IHC. The IHC does not issue debt to external counterparties. For the year ended December 31, 2023, the increase in period-end structured notes compared to the prior year period was attributable to net issuances of structured notes in Markets due to client demand and an increase in fair value."}
-{"_id": "JPM20232995", "title": "JPM Long-term funding and issuance", "text": "The following table summarizes long-term unsecured issuance and maturities or redemptions for the years ended December 31, 2023 and 2022. Refer to Note 20 for additional information on the IHC and long-term debt. Long-term unsecured funding################ Year ended December 31,####2023####2022####2023####2022 (Notional in millions)######Parent Company########Subsidiaries## Issuance################ Senior notes issued in the U.S. market##$##14,256##$##32,600##$##3,750##$##\u2014 Senior notes issued in non-U.S. markets####2,141####2,752####\u2014####\u2014 Total senior notes####16,397####35,352####3,750####\u2014 Subordinated debt####\u2014####3,500####\u2014####\u2014 Structured notes(a)####3,013####2,535####35,281####35,577 Total long-term unsecured funding \u2013 issuance##$##19,410##$##41,387##$##39,031##$##35,577 Maturities/redemptions################ Senior notes##$##21,483##$##16,700##$##67##$##65 Subordinated debt####2,090####\u2014####\u2014####\u2014 Structured notes####1,532####1,594####28,777####25,481 Total long-term unsecured funding \u2013 maturities/redemptions##$##25,105##$##18,294##$##28,844##$##25,546"}
-{"_id": "JPM20232996", "title": "JPM Long-term funding and issuance", "text": "(a)Includes certain TLAC-eligible long-term unsecured debt issued by the Parent Company."}
-{"_id": "JPM20233005", "title": "JPM Long-term funding and issuance", "text": "The Firm can also raise secured long-term funding through securitization of consumer credit card loans and FHLB advances. The following table summarizes the securitization issuance, the FHLB advances, and their respective maturities or redemptions, as applicable for the years ended December 31, 2023 and 2022. Additionally, the table includes the FHLB advances and Purchase Money Note associated with First Republic. Refer to Note 34 for additional information. ######Long-term secured funding################ Year ended December 31,########Issuance##########Maturities/Redemptions#### (in millions)####2023########2022####2023######2022 Credit card securitization##$##1,998######$##999##$##1,000####$##1,400 FHLB advances####39,775########\u2014####9,485######14 Purchase Money Note(a)####50,000########NA####\u2014######NA Other long-term secured funding(b)####991########476####432######268 Total long-term secured funding##$##92,764######$##1,475##$##10,917####$##1,682"}
-{"_id": "JPM20233006", "title": "JPM Long-term funding and issuance", "text": "(a)Reflects the Purchase Money Note associated with the First Republic acquisition. Refer to Note 34 for additional information."}
-{"_id": "JPM20233007", "title": "JPM Long-term funding and issuance", "text": "(b)Includes long-term structured notes that are secured."}
-{"_id": "JPM20233008", "title": "JPM Long-term funding and issuance", "text": "The Firm\u2019s wholesale businesses also securitize loans for client-driven transactions; those client-driven loan securitizations are not considered to be a source of funding for the Firm and are not included in the table above. Refer to Note 14 for a further description of client-driven loan securitizations."}
-{"_id": "JPM20233011", "title": "JPM Credit ratings", "text": "The cost and availability of financing are influenced by credit ratings. Reductions in these ratings could have an adverse effect on the Firm\u2019s access to liquidity sources, increase the cost of funds, trigger additional collateral or funding requirements and decrease the number of investors and counterparties willing to lend to the Firm. The nature and magnitude of the impact of ratings downgrades depends on numerous contractual and behavioral factors,"}
-{"_id": "JPM20233012", "title": "JPM Credit ratings", "text": "which the Firm believes are incorporated in its liquidity risk and stress testing metrics. The Firm believes that it"}
-{"_id": "JPM20233013", "title": "JPM Credit ratings", "text": "maintains sufficient liquidity to withstand a potential decrease in funding capacity due to ratings downgrades."}
-{"_id": "JPM20233014", "title": "JPM Credit ratings", "text": "Additionally, the Firm\u2019s funding requirements for VIEs and other third-party commitments may be adversely affected by a decline in credit ratings. Refer to Note 5 and Note 14 for additional information."}
-{"_id": "JPM20233020", "title": "JPM Credit ratings", "text": "The credit ratings of the Parent Company and the Firm\u2019s principal bank and non-bank subsidiaries as of December 31, 2023, were as follows: ####JPMorgan Chase & Co.######JPMorgan Chase Bank, N.A.########J.P. Morgan Securities LLC  J.P. Morgan Securities plc  J.P. Morgan SE## December 31, 2023##Long-term issuer##Short-term issuer##Outlook##Long-term issuer##Short-term issuer##Outlook####Long-term issuer##Short-term issuer##Outlook Moody\u2019s Investors Service##A1##P-1##Stable##Aa2##P-1##Negative##(b)##Aa3##P-1##Stable Standard & Poor\u2019s(a)##A-##A-2##Stable##A+##A-1##Stable####A+##A-1##Stable Fitch Ratings##AA-##F1+##Stable##AA##F1+##Stable####AA##F1+##Stable"}
-{"_id": "JPM20233021", "title": "JPM Credit ratings", "text": "(a)On March 31, 2023, Standard & Poor's affirmed the credit ratings of the Parent Company and the Firm\u2019s principal bank and non-bank subsidiaries, and revised the outlook from positive to stable."}
-{"_id": "JPM20233022", "title": "JPM Credit ratings", "text": "(b)On November 13, 2023, Moody\u2019s revised the outlook of the Firm\u2019s principal bank subsidiary from stable to negative to reflect Moody\u2019s change to the U.S. sovereign outlook."}
-{"_id": "JPM20233023", "title": "JPM Credit ratings", "text": "JPMorgan Chase\u2019s unsecured debt does not contain requirements that would call for an acceleration of payments, maturities or changes in the structure of the existing debt, provide any limitations on future borrowings or require additional collateral, based on unfavorable changes in the Firm\u2019s credit ratings, financial ratios, earnings, or stock price."}
-{"_id": "JPM20233024", "title": "JPM Credit ratings", "text": "Critical factors in maintaining high credit ratings include a stable and diverse earnings stream, strong capital and liquidity ratios, strong credit quality and risk management controls, and diverse funding sources. Rating agencies continue to evaluate economic and geopolitical trends, regulatory developments, future profitability, risk management practices, and litigation matters, as well as their broader ratings methodologies. Changes in any of these factors could lead to changes in the Firm\u2019s credit ratings."}
-{"_id": "JPM20233027", "title": "JPM REPUTATION RISK MANAGEMENT", "text": "Reputation risk is the risk that an action or inaction may negatively impact perception of the Firm\u2019s integrity and reduce confidence in the Firm\u2019s competence by various stakeholders, including clients, counterparties, customers, communities, investors, regulators, or employees."}
-{"_id": "JPM20233028", "title": "JPM REPUTATION RISK MANAGEMENT", "text": "The types of events that may result in reputation risk are wide-ranging and can be introduced by the Firm\u2019s employees, business strategies and activities, clients, customers and counterparties with which the Firm does business. These events could contribute to financial losses, litigation, regulatory enforcement actions, fines, penalties or other sanctions, as well as other harm to the Firm."}
-{"_id": "JPM20233030", "title": "JPM Organization and management", "text": "Reputation Risk Management is an independent risk management function that establishes the governance framework for managing reputation risk across the Firm\u2019s LOBs and Corporate. Reputation risk is inherently challenging to identify, manage, and quantify."}
-{"_id": "JPM20233033", "title": "JPM Organization and management", "text": "The Firm\u2019s reputation risk management function includes the following activities: \u2022Maintaining a Firmwide Reputation Risk Governance policy and a standard consistent with the reputation risk framework \u2022Providing oversight of the governance framework through processes and infrastructure to support consistent identification, escalation and monitoring of reputation risk issues Firmwide"}
-{"_id": "JPM20233035", "title": "JPM Governance and oversight", "text": "The Reputation Risk Governance policy establishes the principles for managing reputation risk for the Firm. It is the responsibility of each LOB, Corporate and employees to consider the reputation of the Firm when deciding whether to offer a new product, engage in a transaction or client relationship, enter a new jurisdiction, initiate a business process or consider any other activity. Environmental impacts and social concerns are increasingly important considerations in assessing the Firm\u2019s reputation risk, and are a component of the Firm\u2019s reputation risk governance."}
-{"_id": "JPM20233038", "title": "JPM CREDIT AND INVESTMENT RISK MANAGEMENT", "text": "Credit and investment risk is the risk associated with the default or change in credit profile of a client, counterparty or customer; or loss of principal or a reduction in expected returns on investments, including consumer credit risk, wholesale credit risk, and investment portfolio risk."}
-{"_id": "JPM20233040", "title": "JPM Credit risk management", "text": "Credit risk is the risk associated with the default or change in credit profile of a client, counterparty or customer. The Firm provides credit to a variety of clients and customers, ranging from large corporate and institutional clients to individual consumers and small businesses. In its consumer businesses, the Firm is exposed to credit risk primarily through its home lending, credit card, auto, and business banking businesses. In its wholesale businesses, the Firm is exposed to credit risk through its underwriting, lending, market-making, and hedging activities with and for clients and counterparties, as well as through its operating services activities (such as cash management and clearing activities), and securities financing activities. The Firm is also exposed to credit risk through its investment securities portfolio and cash placed with banks."}
-{"_id": "JPM20233047", "title": "JPM Credit risk management", "text": "Credit Risk Management monitors, measures and manages credit risk throughout the Firm and defines credit risk policies and procedures. The Firm\u2019s credit risk management governance includes the following activities: \u2022Maintaining a credit risk policy framework \u2022Monitoring, measuring and managing credit risk across all portfolio segments, including transaction and exposure approval \u2022Setting industry and geographic concentration limits, as appropriate, and establishing underwriting guidelines \u2022Assigning and managing credit approval authorities in connection with the approval of credit exposure \u2022Managing criticized exposures and delinquent loans, and \u2022Estimating credit losses and supporting appropriate credit risk-based capital management"}
-{"_id": "JPM20233049", "title": "JPM Risk identification and measurement", "text": "To measure credit risk, the Firm employs several methodologies for estimating the likelihood of obligor or counterparty default. Methodologies for measuring credit risk vary depending on several factors, including type of asset (e.g., consumer versus wholesale), risk measurement parameters (e.g., delinquency status and borrower\u2019s credit score versus wholesale risk-rating) and risk management and collection processes (e.g., retail collection center versus centrally managed workout groups). Credit risk measurement is based on the probability of default of an obligor or counterparty, the loss severity given a default event and the exposure at default."}
-{"_id": "JPM20233050", "title": "JPM Risk identification and measurement", "text": "Based on these factors and the methodology and estimates described in Note 13 and Note 10, the Firm estimates credit losses for its exposures. The allowance for loan losses reflects estimated credit losses related to the consumer and wholesale held-for-investment loan portfolios, the allowance for lending-related commitments reflects estimated credit losses related to the Firm\u2019s lending-related commitments and the allowance for investment securities reflects estimated credit losses related to the investment securities portfolio. Refer to Note 13, Note 10 and Critical Accounting Estimates used by the Firm on pages 155\u2013158 for further information."}
-{"_id": "JPM20233051", "title": "JPM Risk identification and measurement", "text": "In addition, potential and unexpected credit losses are reflected in the allocation of credit risk capital and represent the potential volatility of actual losses relative to the established allowances for loan losses and lending-related commitments. The analyses for these losses include stress testing that considers alternative economic scenarios as described below."}
-{"_id": "JPM20233053", "title": "JPM Stress testing", "text": "Stress testing is important in measuring and managing credit risk in the Firm\u2019s credit portfolio. The stress testing process assesses the potential impact of alternative economic and business scenarios on estimated credit losses for the Firm. Economic scenarios and the underlying parameters are defined centrally, articulated in terms of macroeconomic factors and applied across the businesses. The stress test results may indicate credit migration, changes in delinquency trends and potential losses in the credit portfolio. In addition to the periodic stress testing processes, management also considers additional stresses outside these scenarios, including industry and country- specific stress scenarios, as appropriate. The Firm uses stress testing to inform decisions on setting risk appetite both at a Firm and LOB level, as well as to assess the impact of stress on individual counterparties."}
-{"_id": "JPM20233057", "title": "JPM Risk monitoring and management", "text": "The Firm has developed policies and practices that are designed to preserve the independence and integrity of the approval and decision-making process for extending credit so that credit risks are assessed accurately, approved properly, monitored regularly and managed actively at both the transaction and portfolio levels. The policy framework establishes credit approval authorities, concentration limits, risk-rating methodologies, portfolio review parameters and guidelines for management of distressed exposures. In addition, certain models, assumptions and inputs used in evaluating and monitoring credit risk are independently validated by groups that are separate from the LOBs."}
-{"_id": "JPM20233058", "title": "JPM Risk monitoring and management", "text": "Consumer credit risk is monitored for delinquency and other trends, including any concentrations at the portfolio level, as certain of these trends can be addressed through changes in underwriting policies and portfolio guidelines. Consumer Risk Management evaluates delinquency and other trends against business expectations, current and forecasted economic conditions, and industry benchmarks. Historical and forecasted economic performance and trends are incorporated into the modeling of estimated consumer credit losses and are part of the monitoring of the credit risk profile of the portfolio."}
-{"_id": "JPM20233059", "title": "JPM Risk monitoring and management", "text": "Wholesale credit risk is monitored regularly at an aggregate portfolio, industry, and individual client and counterparty level with established concentration limits that are reviewed and revised periodically as deemed appropriate by management. Industry and counterparty limits, as measured in terms of exposure and economic risk appetite, are subject to stress-based loss constraints."}
-{"_id": "JPM20233066", "title": "JPM Risk monitoring and management", "text": "Management of the Firm\u2019s wholesale credit risk exposure is accomplished through a number of means, including: \u2022Loan underwriting and credit approval processes \u2022Loan syndications and participations \u2022Loan sales and securitizations \u2022Credit derivatives \u2022Master netting agreements, and \u2022Collateral and other risk-reduction techniques"}
-{"_id": "JPM20233069", "title": "JPM Risk monitoring and management", "text": "In addition to Credit Risk Management, an independent Credit Review function is responsible for: \u2022Independently assessing risk grades assigned to exposures in the Firm\u2019s wholesale credit portfolio and the timeliness of risk grade changes initiated by responsible business units; and \u2022Evaluating the effectiveness of the credit management processes of the LOBs and Corporate, including the adequacy of credit analyses and risk grading/loss given default (\u201cLGD\u201d) rationales, proper monitoring and management of credit exposures, and compliance with applicable grading policies and underwriting guidelines."}
-{"_id": "JPM20233070", "title": "JPM Risk monitoring and management", "text": "Refer to Note 12 for further discussion of consumer and wholesale loans."}
-{"_id": "JPM20233072", "title": "JPM Risk reporting", "text": "To enable monitoring of credit risk and effective decision-making, aggregate credit exposure, credit quality forecasts, concentration levels and risk profile changes are reported regularly to senior members of Credit Risk Management. Detailed portfolio reporting of industry, clients, counterparties and customers, product and geography are prepared, and the appropriateness of the allowance for credit losses is reviewed by senior management at least on a quarterly basis. Through the risk reporting and governance structure, credit risk trends and limit exceptions are provided regularly to, and discussed with, risk committees, senior management and the Board of Directors."}
-{"_id": "JPM20233075", "title": "JPM CREDIT PORTFOLIO", "text": "Credit risk is the risk associated with the default or change in credit profile of a client, counterparty or customer."}
-{"_id": "JPM20233076", "title": "JPM CREDIT PORTFOLIO", "text": "In the following tables, total loans include loans retained (i.e., held-for-investment); loans held-for-sale; and certain loans accounted for at fair value. The following tables do not include loans which the Firm accounts for at fair value and classifies as trading assets; refer to Notes 2 and 3 for further information regarding these loans. Refer to Notes 12, 28, and 5 for additional information on the Firm\u2019s loans, lending-related commitments and derivative receivables, including the Firm\u2019s related accounting policies."}
-{"_id": "JPM20233077", "title": "JPM CREDIT PORTFOLIO", "text": "Refer to Note 10 for information regarding the credit risk inherent in the Firm\u2019s investment securities portfolio; and refer to Note 11 for information regarding credit risk inherent in the securities financing portfolio. Refer to Consumer Credit Portfolio on pages 114\u2013119 and Note 12 for further discussions of the consumer credit environment and consumer loans. Refer to Wholesale Credit Portfolio on pages 120\u2013130 and Note 12 for further discussions of the wholesale credit environment and wholesale loans."}
-{"_id": "JPM20233096", "title": "JPM CREDIT PORTFOLIO", "text": "On January 1, 2023, the Firm adopted changes to the TDR accounting guidance, which eliminated the accounting and disclosure requirements for TDRs including the requirement to assess whether a modification is reasonably expected or involves a concession. The new guidance requires disclosure of loan modifications to borrowers experiencing financial difficulty consisting of principal forgiveness, interest rate reduction, other-than-insignificant payment delay, term extension or a combination of these modifications. The Firm has defined these types of modifications as financial difficulty modifications (\"FDMs\"). As a result of the elimination of the requirement to assess whether a modification is reasonably expected or involves a concession, the population of loans considered FDMs differs from the population previously considered TDRs. Refer to Note 1 and Note 12 for further information. ##Total credit portfolio################ December 31, (in millions)######Credit exposure##########Nonperforming(d)## ####2023######2022####2023####2022 Loans retained##$##1,280,870####$##1,089,598##$##5,989##$##5,837 Loans held-for-sale####3,985######3,970####184####54 Loans at fair value####38,851######42,079####744####829 Total loans####1,323,706######1,135,647####6,917####6,720 Derivative receivables####54,864######70,880####364####296 Receivables from customers(a)####47,625######49,257####\u2014####\u2014 Total credit-related assets####1,426,195######1,255,784####7,281####7,016 Assets acquired in loan satisfactions################## Real estate owned####NA######NA####274####203 Other####NA######NA####42####28 Total assets acquired in loan satisfactions####NA######NA####316####231 Lending-related commitments####1,497,847######1,326,782####464####455 Total credit portfolio##$##2,924,042##(c)##$##2,582,566##$##8,061##$##7,702 Credit derivatives and credit-related notes used in credit portfolio management activities(b)##$##(37,779)####$##(19,330)##$##\u2014##$##\u2014 Liquid securities and other cash collateral held against derivatives####(22,461)######(23,014)####NA####NA"}
-{"_id": "JPM20233097", "title": "JPM CREDIT PORTFOLIO", "text": "(a) Receivables from customers reflect held-for-investment margin loans to brokerage clients in CIB, CCB and AWM; these are reported within accrued interest and accounts receivable on the Consolidated balance sheets."}
-{"_id": "JPM20233098", "title": "JPM CREDIT PORTFOLIO", "text": "(b) Represents the net notional amount of protection purchased and sold through credit derivatives and credit-related notes used to manage credit exposures."}
-{"_id": "JPM20233099", "title": "JPM CREDIT PORTFOLIO", "text": "(c) Includes credit exposure associated with First Republic consisting of $102.2 billion in the Consumer credit portfolio and $90.6 billion in the Wholesale credit portfolio."}
-{"_id": "JPM20233100", "title": "JPM CREDIT PORTFOLIO", "text": "(d) At December 31, 2023 and 2022, nonperforming assets excluded mortgage loans 90 or more days past due and insured by U.S. government agencies of $182 million and $302 million, respectively. These amounts have been excluded based upon the government guarantee. In addition, the Firm\u2019s policy is generally to exempt credit card loans from being placed on nonaccrual status as permitted by regulatory guidance."}
-{"_id": "JPM20233105", "title": "JPM CREDIT PORTFOLIO", "text": "The following table provides information on Firmwide nonaccrual loans to total loans. December 31, (in millions, except ratios)####2023######2022## Total nonaccrual loans##$##6,917####$##6,720## Total loans####1,323,706######1,135,647## Firmwide nonaccrual loans to total loans outstanding####0.52##%####0.59##%"}
-{"_id": "JPM20233110", "title": "JPM CREDIT PORTFOLIO", "text": "The following table provides information about the Firm\u2019s net charge-offs and recoveries. Year ended December 31, (in millions, except ratios)####2023######2022## Net charge-offs##$##6,209####$##2,853## Average retained loans####1,202,348######1,044,765## Net charge-off rates####0.52##%####0.27##%"}
-{"_id": "JPM20233114", "title": "JPM CONSUMER CREDIT PORTFOLIO", "text": "The Firm\u2019s retained consumer portfolio consists primarily of loans and lending-related commitments for residential real estate, credit card, scored auto and business banking, including those associated with First Republic, primarily in residential real estate. The consumer credit portfolio also includes loans at fair value, predominantly in residential real estate. The Firm\u2019s focus is on serving primarily the prime segment of the consumer credit market. Originated mortgage loans are retained in the residential real estate portfolio, securitized or sold to U.S. government agencies and U.S. government-sponsored enterprises; other types of consumer loans are typically retained on the balance sheet. Refer to Note 12 for further information on the consumer loan portfolio. Refer to Note 28 for further information on lending-related commitments."}
-{"_id": "JPM20233144", "title": "JPM 114 JPMorgan Chase & Co./2023 Form 10-K", "text": "The following tables present consumer credit-related information with respect to the scored credit portfolio held in CCB, AWM, CIB and Corporate. ##########Consumer credit portfolio######## December 31, (in millions)######Credit exposure##########Nonaccrual loans(j)(k)(l)## ####2023######2022####2023####2022 Consumer, excluding credit card################## Residential real estate(a)##$##326,409####$##237,561##$##3,466##$##3,745 Auto and other(b)(c)####70,866######63,192####177####129 Total loans - retained####397,275######300,753####3,643####3,874 Loans held-for-sale####487######618####95####28 Loans at fair value(d)####12,331######10,004####465####423 Total consumer, excluding credit card loans####410,093######311,375####4,203####4,325 Lending-related commitments(e)####45,403######33,518######## Total consumer exposure, excluding credit card####455,496##(i)####344,893######## Credit card################## Loans retained(f)####211,123######185,175####NA####NA Total credit card loans####211,123######185,175####NA####NA Lending-related commitments(e)(g)####915,658######821,284######## Total credit card exposure####1,126,781######1,006,459######## Total consumer credit portfolio##$##1,582,277####$##1,351,352##$##4,203##$##4,325 Credit-related notes used in credit portfolio management activities(h)##$##(790)####$##(1,187)######## ##############Year ended December 31,############ (in millions, except ratios)######Net charge-offs/(recoveries)########Average loans - retained########Net charge-off/(recovery) rate(m)#### ####2023####2022####2023####2022##2023######2022## Consumer, excluding credit card########################## Residential real estate##$##(52)##$##(226)##$##296,515##$##233,454##(0.02)##%####(0.10)##% Auto and other####684####495####67,546####65,955##1.01######0.75## Total consumer, excluding credit card - retained####632####269####364,061####299,409##0.17######0.09## Credit card - retained####4,698####2,403####191,412####163,335##2.45######1.47## Total consumer - retained##$##5,330##$##2,672##$##555,473##$##462,744##0.96##%####0.58##%"}
-{"_id": "JPM20233145", "title": "JPM 114 JPMorgan Chase & Co./2023 Form 10-K", "text": "(a)Includes scored mortgage and home equity loans held in CCB and AWM."}
-{"_id": "JPM20233146", "title": "JPM 114 JPMorgan Chase & Co./2023 Form 10-K", "text": "(b)At December 31, 2023 and 2022, excluded operating lease assets of $10.4 billion and $12.0 billion, respectively. These operating lease assets are included in other assets on the Firm\u2019s Consolidated balance sheets. Refer to Note 18 for further information."}
-{"_id": "JPM20233147", "title": "JPM 114 JPMorgan Chase & Co./2023 Form 10-K", "text": "(c)Includes scored auto and business banking loans, and overdrafts."}
-{"_id": "JPM20233148", "title": "JPM 114 JPMorgan Chase & Co./2023 Form 10-K", "text": "(d)Includes scored mortgage loans held in CCB and CIB, and other consumer unsecured loans in CIB."}
-{"_id": "JPM20233149", "title": "JPM 114 JPMorgan Chase & Co./2023 Form 10-K", "text": "(e)Credit card, home equity and certain business banking lending-related commitments represent the total available lines of credit for these products. The Firm has not experienced, and does not anticipate, that all available lines of credit would be used at the same time. For credit card commitments, and if certain conditions are met, home equity commitments and certain business banking commitments, the Firm can reduce or cancel these lines of credit by providing the borrower notice or, in some cases as permitted by law, without notice. Refer to Note 28 for further information."}
-{"_id": "JPM20233150", "title": "JPM 114 JPMorgan Chase & Co./2023 Form 10-K", "text": "(f)Includes billed interest and fees."}
-{"_id": "JPM20233151", "title": "JPM 114 JPMorgan Chase & Co./2023 Form 10-K", "text": "(g)Also includes commercial card lending-related commitments primarily in CB and CIB."}
-{"_id": "JPM20233152", "title": "JPM 114 JPMorgan Chase & Co./2023 Form 10-K", "text": "(h)Represents the notional amount of protection obtained through the issuance of credit-related notes that reference certain pools of residential real estate and auto loans in the retained consumer portfolio."}
-{"_id": "JPM20233153", "title": "JPM 114 JPMorgan Chase & Co./2023 Form 10-K", "text": "(i)At December 31, 2023, included credit exposure of $102.2 billion associated with First Republic, consisting of $99.6 billion in residential real estate and $2.6 billion in auto and other."}
-{"_id": "JPM20233154", "title": "JPM 114 JPMorgan Chase & Co./2023 Form 10-K", "text": "(j)At December 31, 2023 and 2022, nonaccrual loans excluded mortgage loans 90 or more days past due and insured by U.S. government agencies of $182 million and $302 million, respectively. These amounts have been excluded from nonaccrual loans based upon the government guarantee. In addition, the Firm\u2019s policy is generally to exempt credit card loans from being placed on nonaccrual status, as permitted by regulatory guidance."}
-{"_id": "JPM20233155", "title": "JPM 114 JPMorgan Chase & Co./2023 Form 10-K", "text": "(k)Generally excludes loans under payment deferral programs offered in response to the COVID-19 pandemic."}
-{"_id": "JPM20233156", "title": "JPM 114 JPMorgan Chase & Co./2023 Form 10-K", "text": "(l)At December 31, 2023 and 2022, nonaccrual loans excluded $15 million and $101 million, respectively, of PPP loans 90 or more days past due and guaranteed by the SBA."}
-{"_id": "JPM20233157", "title": "JPM 114 JPMorgan Chase & Co./2023 Form 10-K", "text": "(m)Average consumer loans held-for-sale and loans at fair value were $12.9 billion and $17.4 billion for the years ended December 31, 2023 and 2022, respectively. These amounts were excluded when calculating net charge-off/(recovery) rates."}
-{"_id": "JPM20233176", "title": "JPM Maturities and sensitivity to changes in interest rates", "text": "The table below sets forth loan maturities by scheduled repayments, by class of loan and the distribution between fixed and floating interest rates based on the stated terms of the loan agreements. The Firm estimated the principal repayment amounts for both the residential real estate and auto and other loan classes by calculating the weighted-average loan balance and interest rates for loan pools based on remaining loan term. Refer to Note 12 for further information on loan classes. December 31, 2023 (in millions)####Within 1 year(e)######1-5 years####5-15 years####After 15 years####Total Consumer, excluding credit card###################### Residential real estate##$##17,830####$##27,447##$##110,504##$##181,593##$##337,374 Auto and other####20,191##(f)####47,315####5,209####4####72,719 Total consumer, excluding credit card loans(a)##$##38,021####$##74,762##$##115,713##$##181,597##$##410,093 Total credit card loans##$##210,418####$##700##$##5##$##\u2014##$##211,123 Total consumer loans##$##248,439####$##75,462##$##115,718##$##181,597##$##621,216 Loans due after one year at fixed interest rates###################### Residential real estate(b)########$##20,337##$##59,603##$##89,044#### Auto and other##########47,236####3,767####4#### Credit card##########700####5####\u2014#### Loans due after one year at variable interest rates(c)###################### Residential real estate(d)########$##7,110##$##50,901##$##92,549#### Auto and other##########79####1,442####\u2014#### Total consumer loans########$##75,462##$##115,718##$##181,597####"}
-{"_id": "JPM20233177", "title": "JPM Maturities and sensitivity to changes in interest rates", "text": "(a)Included $3.9 billion, $4.6 billion, $27.9 billion, and $56.2 billion of loans within 1 year, 1-5 years, 5-15 years, and after 15 years, respectively, associated with First Republic."}
-{"_id": "JPM20233178", "title": "JPM Maturities and sensitivity to changes in interest rates", "text": "(b)Included $3.0 billion, $8.9 billion, and $15.1 billion in 1-5 years, 5-15 years, and after 15 years, respectively, associated with First Republic."}
-{"_id": "JPM20233179", "title": "JPM Maturities and sensitivity to changes in interest rates", "text": "(c)Includes loans that have an initial fixed interest rate that resets to a variable rate as the variable rate will be the prevailing rate over the life of the loan."}
-{"_id": "JPM20233180", "title": "JPM Maturities and sensitivity to changes in interest rates", "text": "(d)Included $1.6 billion, $19.1 billion, and $41.0 billion in 1-5 years, 5-15 years, and after 15 years, respectively, associated with First Republic."}
-{"_id": "JPM20233181", "title": "JPM Maturities and sensitivity to changes in interest rates", "text": "(e)Includes loans held-for-sale and loans at fair value."}
-{"_id": "JPM20233182", "title": "JPM Maturities and sensitivity to changes in interest rates", "text": "(f)Includes overdrafts."}
-{"_id": "JPM20233186", "title": "JPM Portfolio analysis", "text": "Loans increased from December 31, 2022 driven by residential real estate loans associated with First Republic and higher auto loans."}
-{"_id": "JPM20233187", "title": "JPM Portfolio analysis", "text": "The following discussions provide information concerning individual loan products. Refer to Note 12 for further information about this portfolio, including information about delinquencies, loan modifications and other credit quality indicators."}
-{"_id": "JPM20233188", "title": "JPM Portfolio analysis", "text": "Residential real estate: The residential real estate portfolio, including loans held-for-sale and loans at fair value, predominantly consists of prime mortgage loans and home equity lines of credit."}
-{"_id": "JPM20233189", "title": "JPM Portfolio analysis", "text": "Retained loans increased compared to December 31, 2022 driven by residential real estate loans associated with First Republic. Retained nonaccrual loans decreased compared to December 31, 2022 predominantly driven by loan sales, partially offset by the net impact of paydowns and additions, including those associated with First Republic. Net recoveries were lower for the year ended December 31, 2023 compared to the prior year driven by lower prepayments due to higher interest rates."}
-{"_id": "JPM20233190", "title": "JPM Portfolio analysis", "text": "Loans at fair value increased from December 31, 2022, driven by an increase in Home Lending as originations outpaced warehouse loan sales, and in CIB as purchases outpaced sales and paydowns."}
-{"_id": "JPM20233191", "title": "JPM Portfolio analysis", "text": "At December 31, 2023 and 2022, the carrying values of interest-only residential mortgage loans were $90.6 billion and $36.3 billion, respectively. The increase was driven by First Republic. These loans have an interest-only payment period generally followed by an adjustable-rate or fixed-rate fully amortizing payment period to maturity and are typically originated as higher-balance loans to higher-income borrowers. The credit performance of this portfolio is comparable with the performance of the broader prime mortgage portfolio."}
-{"_id": "JPM20233192", "title": "JPM Portfolio analysis", "text": "The carrying value of home equity lines of credit outstanding was $16.1 billion at December 31, 2023, which included $2.6 billion associated with First Republic. The carrying value of home equity lines of credit outstanding included $4.2 billion of HELOCs that have recast from interest-only to fully amortizing payments or have been modified and $4.3 billion of interest-only balloon HELOCs, which primarily mature after 2030. The Firm manages the risk of HELOCs during their revolving period by closing or reducing the undrawn line to the extent permitted by law when borrowers are exhibiting a material deterioration in their credit risk profile."}
-{"_id": "JPM20233200", "title": "JPM residential mortgage portfolio insured and/or guaranteed", "text": "by U.S. government agencies, predominantly loans held-for-sale and loans at fair value. The Firm monitors its exposure to certain potential unrecoverable claim payments related to government-insured loans and considers this exposure in estimating the allowance for loan losses. (in millions)####December 31, 2023####December 31, 2022 Current##$##446##$##659 30-89 days past due####102####136 90 or more days past due####182####302 Total government guaranteed loans##$##730##$##1,097"}
-{"_id": "JPM20233201", "title": "JPM residential mortgage portfolio insured and/or guaranteed", "text": "Geographic composition and current estimated loan-to-value ratio of residential real estate loans"}
-{"_id": "JPM20233202", "title": "JPM residential mortgage portfolio insured and/or guaranteed", "text": "At December 31, 2023, $228.4 billion, or 70% of the total retained residential real estate loan portfolio, was concentrated in California, New York, Florida, Texas and Massachusetts, compared with $147.8 billion, or 62% at December 31, 2022."}
-{"_id": "JPM20233203", "title": "JPM residential mortgage portfolio insured and/or guaranteed", "text": "Average current estimated loan-to-value (\u201cLTV\u201d) ratios have improved, reflecting an increase in home prices."}
-{"_id": "JPM20233204", "title": "JPM residential mortgage portfolio insured and/or guaranteed", "text": "Refer to Note 12 for information on the geographic composition and current estimated LTVs of the Firm\u2019s residential real estate loans."}
-{"_id": "JPM20233206", "title": "JPM Modified residential real estate loans", "text": "For the year ended December 31, 2023, residential real estate FDMs were $136 million. In addition to FDMs, the Firm also had $69 million of loans subject to trial modification where the terms of the loans have not been permanently modified, as well as $9 million of loans subject to discharge under Chapter 7 bankruptcy proceedings (\"Chapter 7 loans\"). The changes to the TDR accounting guidance eliminated the TDR reasonably expected and concession assessment criteria. Accordingly, trial modifications and Chapter 7 loans were considered TDRs, but not FDMs. Refer to Note 1 and Note 12 for further information."}
-{"_id": "JPM20233207", "title": "JPM Modified residential real estate loans", "text": "For the year ended December 31, 2022, residential real estate TDRs were $362 million. Refer to Note 12 for further information on TDRs in prior periods."}
-{"_id": "JPM20233210", "title": "JPM Management\u2019s discussion and analysis", "text": "Auto and other: The auto and other loan portfolio, including loans at fair value, generally consists of prime-quality scored auto and business banking loans, other consumer unsecured loans, and overdrafts. The portfolio increased when compared to December 31, 2022 due to originations of scored auto loans and an increase in other consumer unsecured fair value option loans in CIB associated with First Republic, largely offset by paydowns. Net charge-offs for the year ended December 31, 2023 increased compared to the prior year due to higher charge-offs of scored auto loans driven by the decline in used vehicle valuations. The scored auto net charge-off rates were 0.56% and 0.24% for the years ended December 31, 2023 and 2022, respectively."}
-{"_id": "JPM20233223", "title": "JPM Nonperforming assets", "text": "The following table presents information as of December 31, 2023 and 2022, about consumer, excluding credit card, nonperforming assets. Nonperforming assets(a)######## December 31, (in millions)####2023####2022 Nonaccrual loans######## Residential real estate(b)##$##4,015##$##4,196 Auto and other(c)####188####129 Total nonaccrual loans####4,203####4,325 Assets acquired in loan satisfactions######## Real estate owned####120####129 Other####42####28 Total assets acquired in loan satisfactions####162####157 Total nonperforming assets##$##4,365##$##4,482"}
-{"_id": "JPM20233224", "title": "JPM Nonperforming assets", "text": "(a)At December 31, 2023 and 2022, nonperforming assets excluded mortgage loans 90 or more days past due and insured by U.S. government agencies of $182 million and $302 million, respectively. These amounts have been excluded based upon the government guarantee."}
-{"_id": "JPM20233225", "title": "JPM Nonperforming assets", "text": "(b)Generally excludes loans under payment deferral programs offered in response to the COVID-19 pandemic."}
-{"_id": "JPM20233226", "title": "JPM Nonperforming assets", "text": "(c)At December 31, 2023 and 2022, nonaccrual loans excluded $15 million and $101 million, respectively, of PPP loans 90 or more days past due and guaranteed by the SBA."}
-{"_id": "JPM20233241", "title": "JPM Nonaccrual loans", "text": "The following table presents changes in consumer, excluding credit card, nonaccrual loans for the years ended December 31, 2023 and 2022. Nonaccrual loan activity######## Year ended December 31,######## (in millions)####2023####2022 Beginning balance##$##4,325##$##5,350 Additions:####2,894####2,196 Reductions:######## Principal payments and other(a)####1,306####1,393 Charge-offs####472####255 Returned to performing status####1,052####1,405 Foreclosures and other liquidations####186####168 Total reductions####3,016####3,221 Net changes####(122)####(1,025) Ending balance##$##4,203##$##4,325"}
-{"_id": "JPM20233242", "title": "JPM Nonaccrual loans", "text": "(a)Other reductions include loan sales."}
-{"_id": "JPM20233243", "title": "JPM Nonaccrual loans", "text": "Refer to Note 12 for further information about the consumer credit portfolio, including information about delinquencies, other credit quality indicators, loan modifications and loans that were in the process of active or suspended foreclosure."}
-{"_id": "JPM20233246", "title": "JPM Credit card", "text": "Total credit card loans increased from December 31, 2022 reflecting growth from new accounts and revolving balances which continued to normalize to pre-pandemic levels. The December 31, 2023 30+ and 90+ day delinquency rates of 2.14% and 1.05%, respectively, increased compared to the December 31, 2022 30+ and 90+ day delinquency rates of 1.45% and 0.68%, respectively. Net charge-offs increased for the year ended December 31, 2023 compared to the prior year as delinquencies have normalized."}
-{"_id": "JPM20233247", "title": "JPM Credit card", "text": "Consistent with the Firm\u2019s policy, all credit card loans typically remain on accrual status until charged off. However, the Firm\u2019s allowance for loan losses includes the estimated uncollectible portion of accrued and billed interest and fee income."}
-{"_id": "JPM20233249", "title": "JPM Geographic and FICO composition of credit card loans", "text": "At December 31, 2023, $98.1 billion, or 46% of the total retained credit card loan portfolio, was concentrated in California, Texas, New York, Florida and Illinois, compared with $85.4 billion, or 46%, at December 31, 2022."}
-{"_id": "JPM20233251", "title": "JPM Modifications of credit card loans", "text": "For the year ended December 31, 2023, credit card FDMs were $648 million. FDMs increased for the year ended December 31, 2023 compared to credit card TDRs in the prior year, as delinquencies have normalized. In addition to FDMs, the Firm also had $27 million of loans subject to trial modification where the terms of the loans have not been permanently modified for the year ended December 31, 2023. The changes to the TDR accounting guidance eliminated the TDR reasonably expected and concession assessment criteria. Accordingly, trial modifications were considered TDRs, but not FDMs."}
-{"_id": "JPM20233252", "title": "JPM Modifications of credit card loans", "text": "For the year ended December 31, 2022, credit card TDRs were $418 million."}
-{"_id": "JPM20233253", "title": "JPM Modifications of credit card loans", "text": "Refer to Note 1 and Note 12 for further information about this portfolio, including information about delinquencies, geographic and FICO composition, and modifications."}
-{"_id": "JPM20233257", "title": "JPM WHOLESALE CREDIT PORTFOLIO", "text": "In its wholesale businesses, the Firm is exposed to credit risk primarily through its underwriting, lending, market-making, and hedging activities with and for clients and counterparties, as well as through various operating services (such as cash management and clearing activities), securities financing activities and cash placed with banks. A portion of the loans originated or acquired by the Firm\u2019s wholesale businesses is generally retained on the balance sheet. The Firm distributes a significant percentage of the loans that it originates into the market as part of its syndicated loan business and to manage portfolio concentrations and credit risk. The wholesale portfolio is actively managed, in part by conducting ongoing, in-depth reviews of client credit quality and transaction structure, inclusive of collateral where applicable, and of industry, product and client concentrations. Refer to the industry discussion on pages 122\u2013125 for further information."}
-{"_id": "JPM20233258", "title": "JPM WHOLESALE CREDIT PORTFOLIO", "text": "The Firm\u2019s wholesale credit portfolio includes exposure held in CIB, CB, AWM, and Corporate, and risk-rated exposure held in CCB, for which the wholesale methodology is applied when determining the allowance for loan losses. The Firm continues to convert certain operations, and to integrate clients, products and services, associated with First Republic. Accordingly, reporting classifications and internal risk rating profiles in the wholesale portfolio may change in future periods. Refer to Business Developments on page 53 for additional information."}
-{"_id": "JPM20233259", "title": "JPM WHOLESALE CREDIT PORTFOLIO", "text": "As of December 31, 2023, retained loans increased $68.8 billion predominantly driven by the impact of First Republic. Lending-related commitments increased $64.8 billion, driven by the impact of First Republic, and net portfolio activity in CIB and CB."}
-{"_id": "JPM20233260", "title": "JPM WHOLESALE CREDIT PORTFOLIO", "text": "As of December 31, 2023, nonperforming exposure increased $476 million predominantly driven by nonperforming retained loans in Real Estate and Healthcare, reflecting downgrades, and Individuals largely driven by the impact of First Republic, partially offset by a single name upgrade in Civic Organizations."}
-{"_id": "JPM20233279", "title": "JPM WHOLESALE CREDIT PORTFOLIO", "text": "For the year ended December 31, 2023, wholesale net charge-offs increased $698 million, predominantly driven by the restructuring of a loan, increases in Real Estate (concentrated in Office) and Consumer & Retail. ########Wholesale credit portfolio########## December 31, (in millions)######Credit exposure##########Nonperforming## ####2023######2022####2023####2022 Loans retained##$##672,472####$##603,670##$##2,346##$##1,963 Loans held-for-sale####3,498######3,352####89####26 Loans at fair value####26,520######32,075####279####406 Loans####702,490######639,097####2,714####2,395 Derivative receivables####54,864######70,880####364####296 Receivables from customers(a)####47,625######49,257####\u2014####\u2014 Total wholesale credit-related assets####804,979######759,234####3,078####2,691 Assets acquired in loan satisfactions################## Real estate owned####NA######NA####154####74 Other####NA######NA####\u2014####\u2014 Total assets acquired in loan satisfactions####NA######NA####154####74 Lending-related commitments####536,786######471,980####464####455 Total wholesale credit portfolio##$##1,341,765##(c)##$##1,231,214##$##3,696##$##3,220 Credit derivatives and credit-related notes used in credit portfolio management activities(b)##$##(36,989)####$##(18,143)##$##\u2014##$##\u2014 Liquid securities and other cash collateral held against derivatives####(22,461)######(23,014)####NA####NA"}
-{"_id": "JPM20233280", "title": "JPM WHOLESALE CREDIT PORTFOLIO", "text": "(a)Receivables from customers reflect held-for-investment margin loans to brokerage clients in CIB, CCB and AWM; these are reported within accrued interest and accounts receivable on the Consolidated balance sheets."}
-{"_id": "JPM20233281", "title": "JPM WHOLESALE CREDIT PORTFOLIO", "text": "(b)Represents the net notional amount of protection purchased and sold through credit derivatives and credit-related notes used to manage both performing and nonperforming wholesale credit exposures; these derivatives do not qualify for hedge accounting under U.S. GAAP. Refer to Credit derivatives on page 130 and Note 5 for additional information."}
-{"_id": "JPM20233282", "title": "JPM WHOLESALE CREDIT PORTFOLIO", "text": "(c)Included credit exposure of $90.6 billion associated with First Republic."}
-{"_id": "JPM20233311", "title": "JPM Wholesale credit exposure \u2013 maturity and ratings profile", "text": "The following tables present the maturity and internal risk ratings profiles of the wholesale credit portfolio as of December 31, 2023 and 2022. The Firm generally considers internal ratings with qualitative characteristics equivalent to BBB-/Baa3 or higher as investment grade, and takes into consideration collateral and structural support when determining the internal risk rating for each credit facility. Refer to Note 12 for further information on internal risk ratings. ##########Maturity profile(d)############Ratings profile## ####1 year or less####After 1 year through 5 years####After 5 years####Total######## December 31, 2023 (in millions, except ratios)####################Investment-grade####Noninvestment-grade Loans retained##$##211,104##$##280,821##$##180,547##$##672,472##$##458,838##$##213,634 Derivative receivables################54,864######## Less: Liquid securities and other cash collateral held against derivatives################(22,461)######## Total derivative receivables, net of collateral####8,007####8,970####15,426####32,403####24,919####7,484 Lending-related commitments####143,337####368,646####24,803####536,786####341,611####195,175 Subtotal####362,448####658,437####220,776####1,241,661####825,368####416,293 Loans held-for-sale and loans at fair value(a)################30,018######## Receivables from customers################47,625######## Total exposure \u2013 net of liquid securities and other cash collateral held against derivatives##############$##1,319,304######## Credit derivatives and credit-related notes used in credit portfolio management activities(b)(c)##$##(3,311)##$##(28,353)##$##(5,325)##$##(36,989)##$##(28,869)##$##(8,120) ##########Maturity profile(d)################Ratings profile#### ####1 year or less####After 1 year through 5 years####After 5 years####Total##############Total December 31, 2022 (in millions, except ratios)####################Investment-grade####Noninvestment-grade###### Loans retained##$##204,761##$##253,896##$##145,013##$##603,670##$##425,412##$##178,258####$##603,670 Derivative receivables################70,880##############70,880 Less: Liquid securities and other cash collateral held against derivatives################(23,014)##############(23,014) Total derivative receivables, net of collateral####13,508####14,880####19,478####47,866####36,231####11,635######47,866 Lending-related commitments####101,083####347,456####23,441####471,980####327,168####144,812######471,980 Subtotal####319,352####616,232####187,932####1,123,516####788,811####334,705######1,123,516 Loans held-for-sale and loans at fair value(a)################35,427##############35,427 Receivables from customers################49,257##############49,257 Total exposure \u2013 net of liquid securities and other cash collateral held against derivatives##############$##1,208,200############$##1,208,200 Credit derivatives and credit-related notes used in credit portfolio management activities(b)(c)##$##(2,817)##$##(13,530)##$##(1,796)##$##(18,143)##$##(15,115)##$##(3,028)####$##(18,143)"}
-{"_id": "JPM20233312", "title": "JPM Wholesale credit exposure \u2013 maturity and ratings profile", "text": "(a)Loans held-for-sale are primarily related to syndicated loans and loans transferred from the retained portfolio."}
-{"_id": "JPM20233313", "title": "JPM Wholesale credit exposure \u2013 maturity and ratings profile", "text": "(b)These derivatives do not qualify for hedge accounting under U.S. GAAP."}
-{"_id": "JPM20233314", "title": "JPM Wholesale credit exposure \u2013 maturity and ratings profile", "text": "(c)The notional amounts are presented on a net basis by underlying reference entity and the ratings profile shown is based on the ratings of the reference entity on which protection has been purchased. Predominantly all of the credit derivatives entered into by the Firm where it has purchased protection used in credit portfolio management activities are executed with investment-grade counterparties. In addition, the Firm obtains credit protection against certain loans in the retained loan portfolio through the issuance of credit-related notes."}
-{"_id": "JPM20233315", "title": "JPM Wholesale credit exposure \u2013 maturity and ratings profile", "text": "(d)The maturity profile of retained loans, lending-related commitments and derivative receivables is generally based on remaining contractual maturity. Derivative contracts that are in a receivable position at December 31, 2023, may become payable prior to maturity based on their cash flow profile or changes in market conditions."}
-{"_id": "JPM20233319", "title": "JPM Wholesale credit exposure \u2013 industry exposures", "text": "The Firm focuses on the management and diversification of its industry exposures, and pays particular attention to industries with actual or potential credit concerns. Exposures that are deemed to be criticized align with the U.S. banking regulators\u2019 definition of criticized exposures, which consist of the special mention, substandard and doubtful categories. Total criticized exposure, excluding loans held-for-sale and loans at fair value, was $41.4 billion at December 31, 2023 and $31.3 billion at December 31, 2022, representing approximately 3.3% and 2.7% of total wholesale credit exposure, respectively; of the $41.4 billion, $38.3 billion was performing. The increase in criticized exposure was predominantly driven by Real Estate, Technology, Media & Telecommunications (predominantly Technology) and Healthcare, reflecting downgrades."}
-{"_id": "JPM20233320", "title": "JPM Wholesale credit exposure \u2013 industry exposures", "text": "The table below summarizes by industry the Firm\u2019s exposures as of December 31, 2023 and 2022. The industry of risk category is generally based on the client or counterparty\u2019s primary business activity. Refer to Note 4 for additional information on industry concentrations."}
-{"_id": "JPM20233321", "title": "JPM Wholesale credit exposure \u2013 industry exposures", "text": "As of or for the year ended  December 31, 2023 (in millions)"}
-{"_id": "JPM20233375", "title": "JPM 122 JPMorgan Chase & Co./2023 Form 10-K", "text": " ################################Selected metrics ########################30 days or more past due and accruing loans####Net charge-offs/ (recoveries)####Credit derivative and credit-related notes (i) ##############Noninvestment-grade################## ####Credit exposure(f)(g)####Investment- grade####Noncriticized####Criticized performing####Criticized nonperforming############ As of or for the year ended December 31, 2022 (in millions)################################ Real Estate##$##170,857##$##129,866##$##36,945##$##3,609##$##437##$##543##$##19##$##(113) Individuals and Individual Entities(b)####130,815####112,006####18,104####360####345####1,038####1####\u2014 Asset Managers####95,656####78,925####16,665####61####5####15####(1)####\u2014 Consumer & Retail####120,555####60,781####51,871####7,295####608####321####49####(1,157) Technology, Media & Telecommunications####72,286####39,199####25,689####7,096####302####62####39####(1,766) Industrials####72,483####39,052####30,500####2,809####122####282####44####(1,258) Healthcare####62,613####43,839####17,117####1,479####178####43####27####(1,055) Banks & Finance Companies####51,816####27,811####22,994####961####50####36####\u2014####(262) Utilities####36,218####25,981####9,294####807####136####21####15####(607) State & Municipal Govt(c)####33,847####33,191####529####126####1####36####\u2014####(9) Oil & Gas####38,668####20,547####17,616####474####31####57####(6)####(414) Automotive####33,287####23,908####8,839####416####124####198####(2)####(513) Chemicals & Plastics####20,030####12,134####7,103####744####49####10####3####(298) Insurance####21,045####15,468####5,396####181####\u2014####1####\u2014####(273) Central Govt####19,095####18,698####362####35####\u2014####\u2014####10####(4,591) Transportation####15,009####6,497####6,862####1,574####76####24####2####(339) Metals & Mining####15,915####8,825####6,863####222####5####7####(1)####(27) Securities Firms####8,066####4,235####3,716####115####\u2014####\u2014####(13)####(26) Financial Markets Infrastructure####4,962####4,525####437####\u2014####\u2014####\u2014####\u2014####\u2014 All other(d)####123,307####105,284####17,555####223####245####4####(5)####(5,435) Subtotal##$##1,146,530##$##810,772##$##304,457##$##28,587##$##2,714##$##2,698##$##181##$##(18,143) Loans held-for-sale and loans at fair value####35,427############################ Receivables from customers####49,257############################ Total(e)##$##1,231,214############################"}
-{"_id": "JPM20233376", "title": "JPM 122 JPMorgan Chase & Co./2023 Form 10-K", "text": "(a)The industry rankings presented in the table as of December 31, 2022, are based on the industry rankings of the corresponding exposures at December 31, 2023, not actual rankings of such exposures at December 31, 2022."}
-{"_id": "JPM20233377", "title": "JPM 122 JPMorgan Chase & Co./2023 Form 10-K", "text": "(b)Individuals and Individual Entities predominantly consists of Global Private Bank clients within AWM and J.P. Morgan Wealth Management within CCB, and includes exposure to personal investment companies and personal and testamentary trusts."}
-{"_id": "JPM20233378", "title": "JPM 122 JPMorgan Chase & Co./2023 Form 10-K", "text": "(c)In addition to the credit risk exposure to states and municipal governments (both U.S. and non-U.S.) at December 31, 2023 and 2022, noted above, the Firm held: $5.9 billion and $6.6 billion, respectively, of trading assets; $21.4 billion and $6.8 billion, respectively, of AFS securities; and $9.9 billion and $19.7 billion, respectively, of HTM securities, issued by U.S. state and municipal governments. Refer to Note 2 and Note 10 for further information."}
-{"_id": "JPM20233379", "title": "JPM 122 JPMorgan Chase & Co./2023 Form 10-K", "text": "(d)All other includes: SPEs and Private education and civic organizations, representing approximately 94% and 6%, respectively, at December 31, 2023 and 95% and 5%, respectively, at December 31, 2022."}
-{"_id": "JPM20233380", "title": "JPM 122 JPMorgan Chase & Co./2023 Form 10-K", "text": "(e)Excludes cash placed with banks of $614.1 billion and $556.6 billion, at December 31, 2023 and 2022, respectively, which is predominantly placed with various central banks, primarily Federal Reserve Banks."}
-{"_id": "JPM20233381", "title": "JPM 122 JPMorgan Chase & Co./2023 Form 10-K", "text": "(f)Credit exposure is net of risk participations and excludes the benefit of credit derivatives and credit-related notes used in credit portfolio management activities held against derivative receivables or loans and liquid securities and other cash collateral held against derivative receivables."}
-{"_id": "JPM20233382", "title": "JPM 122 JPMorgan Chase & Co./2023 Form 10-K", "text": "(g)Credit exposure includes held-for-sale and fair value option elected lending-related commitments."}
-{"_id": "JPM20233383", "title": "JPM 122 JPMorgan Chase & Co./2023 Form 10-K", "text": "(h)Included credit exposure of $90.6 billion associated with First Republic predominantly in Real Estate, Asset Managers, and Individuals and Individual Entities."}
-{"_id": "JPM20233384", "title": "JPM 122 JPMorgan Chase & Co./2023 Form 10-K", "text": "(i)Represents the net notional amounts of protection purchased and sold through credit derivatives and credit-related notes used to manage the credit exposures; these derivatives do not qualify for hedge accounting under U.S. GAAP. The All other category includes purchased credit protection on certain credit indices."}
-{"_id": "JPM20233387", "title": "JPM Management\u2019s discussion and analysis", "text": "Presented below is additional detail on certain of the Firm\u2019s industry exposures."}
-{"_id": "JPM20233409", "title": "JPM Real Estate", "text": "Real Estate exposure was $208.3 billion as of December 31, 2023. Criticized exposure increased by $5.2 billion from $4.0 billion at December 31, 2022 to $9.2 billion at December 31, 2023, predominantly driven by client-specific downgrades, partially offset by client-specific upgrades. ############December 31, 2023############## (in millions, except ratios)####Loans and Lending-related Commitments####Derivative Receivables####Credit exposure########% Investment-grade######% Drawn(e) Multifamily(a)##$##121,946##$##21##$##121,967####79##%####90##%## Industrial####20,254####18####20,272####70######72#### Office####16,462####32####16,494####51######81#### Services and Non Income Producing####16,145####74####16,219####62######46#### Other Income Producing Properties(b)####15,542####208####15,750####55######63#### Retail####12,763####48####12,811####75######73#### Lodging####4,729####19####4,748####30######48#### Total Real Estate Exposure(c)##$##207,841##$##420##$##208,261##(d)##71##%####80##%## ############December 31, 2022############## (in millions, except ratios)####Loans and Lending-related Commitments####Derivative Receivables####Credit exposure########% Investment- grade######% Drawn(e) Multifamily(a)##$##99,555##$##17##$##99,572####82##%####87##%## Industrial####15,928####1####15,929####72######71#### Office####14,917####25####14,942####74######73#### Services and Non Income Producing####13,968####10####13,978####65######48#### Other Income Producing Properties(b)####12,701####150####12,851####70######62#### Retail####10,192####8####10,200####75######68#### Lodging####3,347####38####3,385####6######37#### Total Real Estate Exposure##$##170,608##$##249##$##170,857####76##%####77##%##"}
-{"_id": "JPM20233410", "title": "JPM Real Estate", "text": "(a)Multifamily exposure is largely in California."}
-{"_id": "JPM20233411", "title": "JPM Real Estate", "text": "(b)Other Income Producing Properties consists of clients with diversified property types or other property types outside of categories listed in the table above."}
-{"_id": "JPM20233412", "title": "JPM Real Estate", "text": "(c)Real Estate exposure is approximately 82% secured; unsecured exposure is predominantly investment-grade largely to Real Estate Investment Trusts (\u201cREITs\u201d) and Real Estate Operating Companies (\u201cREOCs\u201d) whose underlying assets are generally diversified."}
-{"_id": "JPM20233413", "title": "JPM Real Estate", "text": "(d)Included $33.4 billion of credit exposure associated with First Republic, largely in Multifamily."}
-{"_id": "JPM20233414", "title": "JPM Real Estate", "text": "(e)Represents drawn exposure as a percentage of credit exposure."}
-{"_id": "JPM20233433", "title": "JPM Consumer & Retail", "text": "Consumer & Retail exposure was $127.1 billion as of December 31, 2023. Criticized exposure increased by $409 million from $7.9 billion at December 31, 2022 to $8.3 billion at December 31, 2023, driven by client-specific downgrades predominantly offset by client-specific upgrades and net portfolio activity. ############December 31, 2023############ (in millions, except ratios)####Loans and Lending-related Commitments####Derivative Receivables####Credit exposure######% Investment-grade######% Drawn(d) Retail(a)##$##36,042##$##334##$##36,376##51##%####30##%## Business and Consumer Services####34,822####392####35,214##42######42#### Food and Beverage####32,256####930####33,186##57######36#### Consumer Hard Goods####13,169####197####13,366##43######33#### Leisure(b)####8,784####160####8,944##25######47#### Total Consumer & Retail(c)##$##125,073##$##2,013##$##127,086##47##%####36##%## ############December 31, 2022############ (in millions, except ratios)####Loans and Lending-related Commitments####Derivative Receivables####Credit exposure######% Investment- grade######% Drawn(d) Retail(a)##$##33,891##$##309##$##34,200##50##%####33##%## Business and Consumer Services####31,256####384####31,640##50######40#### Food and Beverage####31,706####736####32,442##59######39#### Consumer Hard Goods####13,879####172####14,051##51######39#### Leisure(b)####8,173####49####8,222##21######45#### Total Consumer & Retail##$##118,905##$##1,650##$##120,555##50##%####38##%##"}
-{"_id": "JPM20233434", "title": "JPM Consumer & Retail", "text": "(a)Retail consists of Home Improvement & Specialty Retailers, Restaurants, Supermarkets, Discount & Drug Stores, Specialty Apparel and Department Stores."}
-{"_id": "JPM20233435", "title": "JPM Consumer & Retail", "text": "(b)Leisure consists of Gaming, Arts & Culture, Travel Services and Sports & Recreation. As of December 31, 2023, approximately 90% of the noninvestment-grade Leisure portfolio is secured."}
-{"_id": "JPM20233436", "title": "JPM Consumer & Retail", "text": "(c)Consumer & Retail exposure is approximately 59% secured; unsecured exposure is approximately 79% investment-grade."}
-{"_id": "JPM20233437", "title": "JPM Consumer & Retail", "text": "(d)Represents drawn exposure as a percent of credit exposure."}
-{"_id": "JPM20233449", "title": "JPM Oil & Gas", "text": "Oil & Gas exposure was $34.5 billion as of December 31, 2023 of which $123 million was considered criticized. ############December 31, 2023############ (in millions, except ratios)####Loans and Lending-related Commitments####Derivative Receivables####Credit exposure######% Investment-grade######% Drawn(c) Exploration & Production (\"E&P\") and Oil field Services##$##18,121##$##536##$##18,657##51##%####26##%## Other Oil & Gas(a)####15,649####169####15,818##55######22#### Total Oil & Gas(b)##$##33,770##$##705##$##34,475##53##%####25##%## ############December 31, 2022############ (in millions, except ratios)####Loans and Lending-related Commitments####Derivative Receivables####Credit exposure######% Investment- grade######% Drawn(c) Exploration & Production (\"E&P\") and Oil field Services##$##17,729##$##4,666##$##22,395##50##%####25##%## Other Oil & Gas(a)####15,818####455####16,273##57######25#### Total Oil & Gas##$##33,547##$##5,121##$##38,668##53##%####25##%##"}
-{"_id": "JPM20233450", "title": "JPM Oil & Gas", "text": "(a)Other Oil & Gas includes Integrated Oil & Gas companies, Midstream/Oil Pipeline companies and refineries."}
-{"_id": "JPM20233451", "title": "JPM Oil & Gas", "text": "(b)Oil & Gas exposure is approximately 35% secured, approximately half of which is reserve-based lending to the Exploration & Production sub-sector; unsecured exposure is approximately 61% investment-grade."}
-{"_id": "JPM20233452", "title": "JPM Oil & Gas", "text": "(c)Represents drawn exposure as a percent of credit exposure."}
-{"_id": "JPM20233456", "title": "JPM Loans", "text": "In its wholesale businesses, the Firm provides loans to a variety of clients, ranging from large corporate and institutional clients to high-net-worth individuals. Refer to Note 12 for a further discussion on loans, including information about delinquencies, loan modifications and other credit quality indicators."}
-{"_id": "JPM20233469", "title": "JPM Loans", "text": "The following table presents the change in the nonaccrual loan portfolio for the years ended December 31, 2023 and 2022. Since December 31, 2022, nonaccrual loan exposure increased by $319 million driven by retained loans in Real Estate and Healthcare, reflecting downgrades, and Individuals largely driven by the impact of First Republic, partially offset by a single name upgrade in Civic Organizations. Wholesale nonaccrual loan activity######## Year ended December 31, (in millions)####2023####2022 Beginning balance##$##2,395##$##2,445 Additions####3,543####2,119 Reductions:######## Paydowns and other####1,336####1,329 Gross charge-offs####965####213 Returned to performing status####616####594 Sales####307####33 Total reductions####3,224####2,169 Net changes####319####(50) Ending balance##$##2,714##$##2,395"}
-{"_id": "JPM20233478", "title": "JPM Loans", "text": "The following table presents net charge-offs/recoveries, which are defined as gross charge-offs less recoveries, for the years ended December 31, 2023 and 2022. The amounts in the table below do not include gains or losses from sales of nonaccrual loans recognized in noninterest revenue. ####Wholesale net charge-offs/(recoveries)######## Year ended December 31, (in millions, except ratios)####2023######2022## Loans############ Average loans retained##$##646,875####$##582,021## Gross charge-offs####1,011######322## Gross recoveries collected####(132)######(141)## Net charge-offs/(recoveries)####879######181## Net charge-off/(recovery) rate####0.14##%####0.03##%"}
-{"_id": "JPM20233480", "title": "JPM Modified wholesale loans", "text": "The amortized cost of wholesale FDMs was $2.1 billion for the year ended December 31, 2023. Refer to Note 1 and Note 12 for further information."}
-{"_id": "JPM20233481", "title": "JPM Modified wholesale loans", "text": "Wholesale TDRs were $801 million for the year ended December 31, 2022."}
-{"_id": "JPM20233482", "title": "JPM Modified wholesale loans", "text": "As a result of the elimination of the requirement to assess whether a modification is reasonably expected or involves a concession, the population of loans considered FDMs is greater than the population previously considered TDRs. Refer to Note 12 for further information on TDRs in prior periods."}
-{"_id": "JPM20233500", "title": "JPM Maturities and sensitivity to changes in interest rates", "text": "The table below sets forth wholesale loan maturities and the distribution between fixed and floating interest rates based on the stated terms of the loan agreements by loan class. Refer to Note 12 for further information on loan classes. December 31, 2023 (in millions, except ratios)####1 year or less(g)####After 1 year through 5 years####After 5 years through 15 years####After 15 years####Total Wholesale loans:#################### Secured by real estate(a)##$##16,144##$##61,764##$##48,972##$##42,417##$##169,297 Commercial and industrial####52,351####112,339####8,469####35####173,194 Other(b)####173,752####141,760####38,558####5,929####359,999 Total wholesale loans##$##242,247##$##315,863##$##95,999##$##48,381##$##702,490 Loans due after one year at fixed interest rates#################### Secured by real estate(c)######$##15,871##$##11,185##$##720#### Commercial and industrial########5,004####1,376####34#### Other########25,264####17,656####3,910#### Loans due after one year at variable interest rates(d)#################### Secured by real estate(e)######$##45,893##$##37,787##$##41,696#### Commercial and industrial########107,334####7,093####2#### Other(f)########116,497####20,902####2,019#### Total wholesale loans######$##315,863##$##95,999##$##48,381####"}
-{"_id": "JPM20233501", "title": "JPM Maturities and sensitivity to changes in interest rates", "text": "(a)Included $6.6 billion, $16.9 billion, and $9.7 billion of loans in 1 year or less, after 1 year through 5 years, and after 5 years though 15, respectively, associated with First Republic."}
-{"_id": "JPM20233502", "title": "JPM Maturities and sensitivity to changes in interest rates", "text": "(b)Included $9.8 billion, and $4.1 billion of loans in 1 year or less, and after 1 year through 5 years, respectively, associated with First Republic."}
-{"_id": "JPM20233503", "title": "JPM Maturities and sensitivity to changes in interest rates", "text": "(c)Included $9.7 billion, and $5.7 billion in after 1 year through 5 years, and after 5 years though 15, respectively, associated with First Republic."}
-{"_id": "JPM20233504", "title": "JPM Maturities and sensitivity to changes in interest rates", "text": "(d)Includes loans that have an initial fixed interest rate that resets to a variable rate as the variable rate will be the prevailing rate over the life of the loan."}
-{"_id": "JPM20233505", "title": "JPM Maturities and sensitivity to changes in interest rates", "text": "(e)Included $7.1 billion, and $4.0 billion in after 1 year through 5 years, and after 5 years though 15, respectively, associated with First Republic."}
-{"_id": "JPM20233506", "title": "JPM Maturities and sensitivity to changes in interest rates", "text": "(f)Included $3.0 billion in after 1 year through 5 years associated with First Republic."}
-{"_id": "JPM20233507", "title": "JPM Maturities and sensitivity to changes in interest rates", "text": "(g)Includes loans held-for-sale, demand loans and overdrafts."}
-{"_id": "JPM20233514", "title": "JPM Maturities and sensitivity to changes in interest rates", "text": "The following table presents net charge-offs/recoveries, average retained loans and net charge-off/recovery rate by loan class for the year ended December 31, 2023 and 2022. ##########################Year ended December 31,######################## ########Secured by real estate############Commercial and industrial##############Other############Total#### (in millions, except ratios)####2023######2022######2023######2022########2023######2022######2023######2022## Net charge-offs/(recoveries)##$##178####$##6####$##370####$##145######$##331####$##30####$##879####$##181## Average retained loans####151,214######122,904######170,503######160,611########325,158######298,506######646,875######582,021## Net charge-off/(recovery) rate####0.12##%####\u2014##%####0.22##%####0.09##%######0.10##%####0.01##%####0.14##%####0.03##%"}
-{"_id": "JPM20233518", "title": "JPM Lending-related commitments", "text": "The Firm uses lending-related financial instruments, such as commitments (including revolving credit facilities) and guarantees, to address the financing needs of its clients. The contractual amounts of these financial instruments represent the maximum possible credit risk should the clients draw down on these commitments or when the Firm fulfills its obligations under these guarantees, and the clients subsequently fail to perform according to the terms of these contracts. Most of these commitments and guarantees have historically been refinanced, extended, cancelled, or expired without being drawn upon or a default occurring. As a result, the Firm does not believe that the total contractual amount of these wholesale lending-related commitments is representative of the Firm\u2019s expected future credit exposure or funding requirements. Refer to Note 28 for further information on wholesale lending-related commitments."}
-{"_id": "JPM20233520", "title": "JPM Receivables from customers", "text": "Receivables from customers reflect held-for-investment margin loans to brokerage clients in CIB, CCB and AWM that are collateralized by assets maintained in the clients\u2019 brokerage accounts (including cash on deposit, and primarily liquid and readily marketable debt or equity securities). To manage its credit risk, the Firm establishes margin requirements and monitors the required margin levels on an ongoing basis, and requires clients to deposit additional cash or other collateral, or to reduce positions, when appropriate. Credit risk arising from lending activities subject to collateral maintenance requirements is generally mitigated by factors such as the short-term nature of the activity, the fair value of collateral held and the Firm\u2019s right to call for, and the borrower\u2019s obligation to provide, additional margin when the fair value of the collateral declines. Because of these mitigating factors, these receivables generally do not require an allowance for credit losses. However, if in management\u2019s judgment, an allowance for credit losses is required, the Firm estimates expected credit losses based on the value of the collateral and probability of borrower default. These receivables are reported within accrued interest and accounts receivable on the Firm\u2019s Consolidated balance sheets."}
-{"_id": "JPM20233521", "title": "JPM Receivables from customers", "text": "Refer to Note 13 for further information on the Firm\u2019s accounting policies for the allowance for credit losses."}
-{"_id": "JPM20233523", "title": "JPM Derivative contracts", "text": "Derivatives enable clients and counterparties to manage risk, including credit risk and risks arising from fluctuations in interest rates, foreign exchange and equities and commodities prices. The Firm makes markets in derivatives in order to meet these needs and uses derivatives to manage certain risks associated with net open risk positions from its market-making activities, including the counterparty credit risk arising from derivative receivables. The Firm also uses derivative instruments to manage its own credit risk and other market risk exposure. The nature of the counterparty and the settlement mechanism of the derivative affect the credit risk to which the Firm is exposed. For OTC derivatives, the Firm is exposed to the credit risk of the derivative counterparty. For exchange-traded derivatives (\u201cETD\u201d), such as futures and options, and cleared over-the-counter (\u201cOTC-cleared\u201d) derivatives, the Firm can also be exposed to the"}
-{"_id": "JPM20233524", "title": "JPM Derivative contracts", "text": "credit risk of the relevant CCP. Where possible, the Firm seeks to mitigate its credit risk exposures arising from derivative contracts through the use of legally enforceable master netting arrangements and collateral agreements. The percentage of the Firm\u2019s OTC derivative transactions subject to collateral agreements \u2014 excluding foreign exchange spot trades, which are not typically covered by collateral agreements due to their short maturity and centrally cleared trades that are settled daily \u2014 was approximately 87% at both December 31, 2023 and 2022. Refer to Note 5 for additional information on the Firm\u2019s use of collateral agreements and further discussion of derivative contracts, counterparties and settlement types."}
-{"_id": "JPM20233525", "title": "JPM Derivative contracts", "text": "The fair value of derivative receivables reported on the Consolidated balance sheets was $54.9 billion and $70.9 billion at December 31, 2023 and 2022, respectively. The decrease was primarily as a result of market movements. Derivative receivables represent the fair value of the derivative contracts after giving effect to legally enforceable master netting agreements and the related cash collateral held by the Firm."}
-{"_id": "JPM20233526", "title": "JPM Derivative contracts", "text": "In addition, the Firm holds liquid securities and other cash collateral that may be used as security when the fair value of the client\u2019s exposure is in the Firm\u2019s favor. For these purposes, the definition of liquid securities is consistent with the definition of high quality liquid assets as defined in the LCR rule."}
-{"_id": "JPM20233527", "title": "JPM Derivative contracts", "text": "In management\u2019s view, the appropriate measure of current credit risk should also take into consideration other collateral, which generally represents securities that do not qualify as high quality liquid assets under the LCR rule. The benefits of these additional collateral amounts for each counterparty are subject to a legally enforceable master netting agreement and limited to the net amount of the derivative receivables for each counterparty."}
-{"_id": "JPM20233528", "title": "JPM Derivative contracts", "text": "The Firm also holds additional collateral (primarily cash, G7 government securities, other liquid government agency and guaranteed securities, and corporate debt and equity securities) delivered by clients at the initiation of transactions, as well as collateral related to contracts that have a non-daily call frequency and collateral that the Firm has agreed to return but has not yet settled as of the reporting date. Although this collateral does not reduce the receivables balances and is not included in the tables below, it is available as security against potential exposure that could arise should the fair value of the client\u2019s derivative contracts move in the Firm\u2019s favor. Refer to Note 5 for additional information on the Firm\u2019s use of collateral agreements for derivative transactions."}
-{"_id": "JPM20233543", "title": "JPM 128 JPMorgan Chase & Co./2023 Form 10-K", "text": "The following tables summarize the net derivative receivables and the internal ratings profile for the periods presented. Derivative receivables######## December 31, (in millions)####2023####2022 Total, net of cash collateral##$##54,864##$##70,880 Liquid securities and other cash collateral held against derivative receivables####(22,461)####(23,014) Total, net of liquid securities and other cash collateral##$##32,403##$##47,866 Other collateralheld against derivative receivables####(993)####(1,261) Total, net of collateral##$##31,410##$##46,605 Ratings profile of derivative receivables#################### ######2023##########2022#### December 31, (in millions, except ratios)####Exposure net of collateral####% of exposure net of collateral######Exposure net of collateral####% of exposure net of collateral## Investment-grade##$##24,004####76##%##$##35,097####75##% Noninvestment-grade####7,406####24######11,508####25## Total##$##31,410####100##%##$##46,605####100##%"}
-{"_id": "JPM20233544", "title": "JPM 128 JPMorgan Chase & Co./2023 Form 10-K", "text": "While useful as a current view of credit exposure, the net fair value of the derivative receivables does not capture the potential future variability of that credit exposure. To capture this variability, the Firm calculates, on a client-by-client basis, three measures of potential derivatives-related credit loss: Peak, Derivative Risk Equivalent (\u201cDRE\u201d), and Average exposure (\u201cAVG\u201d). These measures all incorporate netting and collateral benefits, where applicable."}
-{"_id": "JPM20233545", "title": "JPM 128 JPMorgan Chase & Co./2023 Form 10-K", "text": "Peak represents a conservative measure of potential derivative exposure, including the benefit of collateral, to a counterparty calculated in a manner that is broadly equivalent to a 97.5% confidence level over the life of the transaction. Peak is the primary measure used by the Firm for setting credit limits for derivative contracts, senior management reporting and derivatives exposure management."}
-{"_id": "JPM20233546", "title": "JPM 128 JPMorgan Chase & Co./2023 Form 10-K", "text": "DRE exposure is a measure that expresses the risk of derivative exposure, including the benefit of collateral, on a basis intended to be equivalent to the risk of loan exposures. DRE is a less extreme measure of potential credit loss than Peak and is used as an input for aggregating derivative credit risk exposures with loans and other credit risk."}
-{"_id": "JPM20233547", "title": "JPM 128 JPMorgan Chase & Co./2023 Form 10-K", "text": "Finally, AVG is a measure of the expected fair value of the Firm\u2019s derivative exposures, including the benefit of collateral, at future time periods. AVG over the total life of the derivative contract is used as the primary metric for pricing purposes and is used to calculate credit risk capital and CVA, as further described below."}
-{"_id": "JPM20233548", "title": "JPM 128 JPMorgan Chase & Co./2023 Form 10-K", "text": "The fair value of the Firm\u2019s derivative receivables incorporates CVA to reflect the credit quality of counterparties. CVA is based on the Firm\u2019s AVG to a counterparty and the counterparty\u2019s credit spread in the credit derivatives market. The Firm believes that active risk management is essential to controlling the dynamic credit risk in the derivatives portfolio. In addition, the Firm\u2019s risk management process for derivatives exposures takes into consideration the potential impact of wrong-way risk, which"}
-{"_id": "JPM20233549", "title": "JPM 128 JPMorgan Chase & Co./2023 Form 10-K", "text": "is broadly defined as the risk that exposure to a counterparty is positively correlated with the impact of a default by the same counterparty, which could cause exposure to increase at the same time as the counterparty\u2019s capacity to meet its obligations is decreasing. Many factors may influence the nature and magnitude of these correlations over time. To the extent that these correlations are identified, the Firm may adjust the CVA associated with a particular counterparty\u2019s AVG. The Firm risk manages exposure to changes in CVA by entering into credit derivative contracts, as well as interest rate, foreign exchange, equity and commodity derivative contracts."}
-{"_id": "JPM20233550", "title": "JPM 128 JPMorgan Chase & Co./2023 Form 10-K", "text": "The below graph shows exposure profiles to the Firm\u2019s current derivatives portfolio over the next 10 years as calculated by the Peak, DRE and AVG metrics. The three measures generally show that exposure will decline after the first year, if no new trades are added to the portfolio."}
-{"_id": "JPM20233557", "title": "JPM Credit derivatives", "text": "The Firm uses credit derivatives for two primary purposes: first, in its capacity as a market-maker, and second, as an end-user to manage the Firm\u2019s own credit risk associated with various exposures."}
-{"_id": "JPM20233559", "title": "JPM Credit portfolio management activities", "text": "Included in the Firm\u2019s end-user activities are credit derivatives used to mitigate the credit risk associated with traditional lending activities (loans and lending-related commitments) and derivatives counterparty exposure in the Firm\u2019s wholesale businesses (collectively, \u201ccredit portfolio management activities\u201d). Information on credit portfolio management activities is provided in the table below."}
-{"_id": "JPM20233567", "title": "JPM Credit portfolio management activities", "text": "The Firm also uses credit derivatives as an end-user to manage other exposures, including credit risk arising from certain securities held in the Firm\u2019s market-making businesses. These credit derivatives are not included in credit portfolio management activities. ######Credit derivatives and credit-related notes used in credit portfolio management activities###### ########Notional amount of protection  purchased and sold(a)#### December 31, (in millions)######2023######2022 Credit derivatives and credit-related notes used to manage:############ Loans and lending-related commitments##$##24,157######$##6,422 Derivative receivables####12,832########11,721 Credit derivatives and credit-related notes used in credit portfolio management activities##$##36,989######$##18,143"}
-{"_id": "JPM20233568", "title": "JPM Credit portfolio management activities", "text": "(a)Amounts are presented net, considering the Firm\u2019s net protection purchased or sold with respect to each underlying reference entity or index."}
-{"_id": "JPM20233569", "title": "JPM Credit portfolio management activities", "text": "The credit derivatives used in credit portfolio management activities do not qualify for hedge accounting under U.S. GAAP; these derivatives are reported at fair value, with gains and losses recognized in principal transactions revenue. In contrast, the loans and lending-related commitments being risk-managed are accounted for on an accrual basis. This asymmetry in accounting treatment, between loans and lending-related commitments and the credit derivatives used in credit portfolio management activities, causes earnings volatility that is not representative, in the Firm\u2019s view, of the true changes in value of the Firm\u2019s overall credit exposure."}
-{"_id": "JPM20233570", "title": "JPM Credit portfolio management activities", "text": "The effectiveness of credit default swaps (\u201cCDS\u201d) as a hedge against the Firm\u2019s exposures may vary depending on a number of factors, including the named reference entity (i.e., the Firm may experience losses on specific exposures that are different than the named reference entities in the purchased CDS); the contractual terms of the CDS (which may have a defined credit event that does not align with an actual loss realized by the Firm); and the maturity of the Firm\u2019s CDS protection (which in some cases may be shorter than the Firm\u2019s exposures). However, the Firm generally seeks to purchase credit protection with a maturity date that is the same or similar to the maturity date of the exposure for which the protection was purchased, and remaining differences in maturity are actively monitored and managed by the Firm. Refer to Credit derivatives in Note 5 for further information on credit derivatives and derivatives used in credit portfolio management activities."}
-{"_id": "JPM20233576", "title": "JPM ALLOWANCE FOR CREDIT LOSSES", "text": "The Firm\u2019s allowance for credit losses represents management's estimate of expected credit losses over the remaining expected life of the Firm's financial assets measured at amortized cost and certain off-balance sheet lending-related commitments. The Firm\u2019s allowance for credit losses generally consists of: \u2022the allowance for loan losses, which covers the Firm\u2019s retained loan portfolios (scored and risk-rated) and is presented separately on the Consolidated balance sheets, \u2022the allowance for lending-related commitments, which is reflected in accounts payable and other liabilities on the Consolidated balance sheets, and \u2022the allowance for credit losses on investment securities, which is reflected in investment securities on the Consolidated balance sheets."}
-{"_id": "JPM20233578", "title": "JPM Discussion of changes in the allowance", "text": "The allowance for credit losses as of December 31, 2023 was $24.8 billion, reflecting a net addition of $3.1 billion from December 31, 2022."}
-{"_id": "JPM20233581", "title": "JPM Discussion of changes in the allowance", "text": "The net addition to the allowance for credit losses included $1.9 billion, consisting of: \u2022$1.3 billion in consumer, predominantly driven by CCB, comprised of $1.4 billion in Card Services, partially offset by a net reduction of $200 million in Home Lending. The net addition in Card Services was driven by loan growth, including an increase in revolving balances, partially offset by reduced borrower uncertainty. The net reduction in Home Lending was driven by improvements in the outlook for home prices, and \u2022$675 million in wholesale, driven by net downgrade activity, the net effect of changes in the Firm\u2019s weighted average macroeconomic outlook, including deterioration in the outlook for commercial real estate in CB, and an addition for certain accounts receivable in CIB, partially offset by the impact of changes in the loan and lending-related commitment portfolios."}
-{"_id": "JPM20233582", "title": "JPM Discussion of changes in the allowance", "text": "The net addition also included $1.2 billion to establish the allowance for the First Republic loans and lending-related commitments in the second quarter of 2023."}
-{"_id": "JPM20233583", "title": "JPM Discussion of changes in the allowance", "text": "The changes in the Firm's weighted average macroeconomic outlook also included updates to the central scenario in the third quarter of 2023 to reflect a lower forecasted unemployment rate consistent with a higher growth rate in GDP, and the impact of the additional weight placed on the adverse scenarios in the first quarter of 2023, reflecting elevated recession risks due to high inflation and tightening financial conditions."}
-{"_id": "JPM20233584", "title": "JPM Discussion of changes in the allowance", "text": "The allowance for credit losses also reflected a reduction of $587 million as a result of the adoption of changes to the TDR accounting guidance on January 1, 2023. Refer to Note 1 for further information."}
-{"_id": "JPM20233585", "title": "JPM Discussion of changes in the allowance", "text": "The Firm's allowance for credit losses is estimated using a weighted average of five internally developed macroeconomic scenarios. The adverse scenarios incorporate more punitive macroeconomic factors than the central case assumptions provided in the table below, resulting in a weighted average U.S. unemployment rate peaking at 5.5% in the fourth quarter of 2024, and a weighted average U.S. real GDP level that is 1.5% lower than the central case at the end of the second quarter of 2025."}
-{"_id": "JPM20233594", "title": "JPM Discussion of changes in the allowance", "text": "The following table presents the Firm\u2019s central case assumptions for the periods presented: ######Central case assumptions at December 31, 2023###### ##2Q24####4Q24####2Q25## U.S. unemployment rate(a)##4.1##%##4.4##%##4.1##% YoY growth in U.S. real GDP(b)##1.8##%##0.7##%##1.0##% ######Central case assumptions at December 31, 2022###### ##2Q23####4Q23####2Q24## U.S. unemployment rate(a)##3.8##%##4.3##%##5.0##% YoY growth in U.S. real GDP(b)##1.5##%##0.4##%##\u2014##%"}
-{"_id": "JPM20233595", "title": "JPM Discussion of changes in the allowance", "text": "(a)Reflects quarterly average of forecasted U.S. unemployment rate."}
-{"_id": "JPM20233596", "title": "JPM Discussion of changes in the allowance", "text": "(b)The year over year growth in U.S. real GDP in the forecast horizon of the central scenario is calculated as the percentage change in U.S. real GDP levels from the prior year."}
-{"_id": "JPM20233598", "title": "JPM Subsequent changes to this forecast and related estimates", "text": "will be reflected in the provision for credit losses in future"}
-{"_id": "JPM20233599", "title": "JPM Subsequent changes to this forecast and related estimates", "text": "periods."}
-{"_id": "JPM20233600", "title": "JPM Subsequent changes to this forecast and related estimates", "text": "Refer to Critical Accounting Estimates Used by the Firm on pages 155\u2013158 for further information on the allowance for credit losses and related management judgments."}
-{"_id": "JPM20233601", "title": "JPM Subsequent changes to this forecast and related estimates", "text": "Refer to Consumer Credit Portfolio on pages 114\u2013119, Wholesale Credit Portfolio on pages 120\u2013130 for additional information on the consumer and wholesale credit portfolios."}
-{"_id": "JPM20233635", "title": "JPM Total allowance for credit losses(c)(d)", "text": "Memo: Retained loans, end of period Retained loans, average Credit ratios Allowance for loan losses to retained loans Allowance for loan losses to retained nonaccrual loans(e)"}
-{"_id": "JPM20233636", "title": "JPM Total allowance for credit losses(c)(d)", "text": "Allowance for loan losses to retained nonaccrual loans excluding credit card"}
-{"_id": "JPM20233638", "title": "JPM Net charge-off rates", "text": "(a)Represents the impact to the allowance for loan losses upon the adoption of changes to the TDR accounting guidance on January 1, 2023. Refer to Note 1 for further information."}
-{"_id": "JPM20233639", "title": "JPM Net charge-off rates", "text": "(b)Includes collateral-dependent loans, including those for which foreclosure is deemed probable, and nonaccrual risk-rated loans for all periods presented. Prior periods also include non collateral-dependent TDRs or reasonably expected TDRs and modified PCD loans."}
-{"_id": "JPM20233640", "title": "JPM Net charge-off rates", "text": "(c)At December 31, 2023 and 2022, in addition to the allowance for credit losses in the table above, the Firm also had an allowance for credit losses of $243 million and $21 million, respectively, associated with certain accounts receivable in CIB."}
-{"_id": "JPM20233641", "title": "JPM Net charge-off rates", "text": "(d)As of December 31, 2023, included the allowance for credit losses associated with First Republic."}
-{"_id": "JPM20233642", "title": "JPM Net charge-off rates", "text": "(e)The Firm\u2019s policy is generally to exempt credit card loans from being placed on nonaccrual status as permitted by regulatory guidance."}
-{"_id": "JPM20233657", "title": "JPM Allocation of allowance for loan losses", "text": "The table below presents a breakdown of the allowance for loan losses by loan class. Refer to Note 12 for further information on loan classes. ######2023##########2022#### December 31, (in millions, except ratios)####Allowance for loan losses####Percent of retained loans to total retained loans######Allowance for loan losses####Percent of retained loans to total retained loans## Residential real estate##$##817####25##%##$##1,070####22##% Auto and other####1,039####6######970####6## Consumer, excluding credit card####1,856####31######2,040####28## Credit card####12,450####16######11,200####17## Total consumer####14,306####47######13,240####45## Secured by real estate####2,997####13######1,782####12## Commercial and industrial####3,519####13######3,507####15## Other####1,598####27######1,197####28## Total wholesale####8,114####53######6,486####55## Total(a)##$##22,420####100##%##$##19,726####100##%"}
-{"_id": "JPM20233658", "title": "JPM Allocation of allowance for loan losses", "text": "(a) As of December 31, 2023, included the allowance for loan losses associated with First Republic."}
-{"_id": "JPM20233662", "title": "JPM INVESTMENT PORTFOLIO RISK MANAGEMENT", "text": "Investment portfolio risk is the risk associated with the loss of principal or a reduction in expected returns on investments arising from the investment securities portfolio or from principal investments. The investment securities portfolio is predominantly held by Treasury and CIO in connection with the Firm's balance sheet and asset-liability management objectives. Principal investments are predominantly privately-held financial instruments and are managed in the LOBs and Corporate. Investments are typically intended to be held over extended periods and, accordingly, the Firm has no expectation for short-term realized gains with respect to these investments."}
-{"_id": "JPM20233664", "title": "JPM Investment securities risk", "text": "Investment securities risk includes the exposure associated with a default in the payment of principal and interest. This risk is mitigated given that the investment securities portfolio held by Treasury and CIO predominantly consists of high-quality securities. At December 31, 2023, the Treasury and CIO investment securities portfolio, net of the allowance for credit losses, was $569.2 billion, and the average credit rating of the securities comprising the portfolio was AA+ (based upon external ratings where available, and where not available, based primarily upon internal risk ratings). Refer to Corporate segment results on pages 84\u201385 and Note 10 for further information on the investment securities portfolio and internal risk ratings. Refer to Liquidity Risk Management on pages 102\u2013109 for further information on related liquidity risk. Refer to Market Risk Management on pages 135\u2013143 for further information on the market risk inherent in the portfolio."}
-{"_id": "JPM20233666", "title": "JPM Governance and oversight", "text": "Investment securities risks are governed by the Firm\u2019s Risk Appetite framework, and reviewed at the CTC Risk Committee with regular updates provided to the Board Risk Committee."}
-{"_id": "JPM20233667", "title": "JPM Governance and oversight", "text": "The Firm\u2019s independent control functions are responsible for reviewing the appropriateness of the carrying value of investment securities in accordance with relevant policies. Approved levels for investment securities are established for each risk category, including capital and credit risks."}
-{"_id": "JPM20233669", "title": "JPM Principal investment risk", "text": "Principal investments are typically privately-held financial instruments representing ownership interests or other forms of junior capital. In general, principal investments include tax-oriented investments and investments made to enhance or accelerate the Firm\u2019s business strategies and exclude those that are consolidated on the Firm's balance sheets. These investments are made by dedicated investing businesses or as part of a broader business strategy. The Firm\u2019s principal investments are managed by the LOBs and Corporate and are reflected within their respective financial results. The Firm\u2019s investments will continue to evolve based on market circumstances and in line with its strategic initiatives, including the Firm\u2019s environmental and social goals."}
-{"_id": "JPM20233674", "title": "JPM Principal investment risk", "text": "The table below presents the aggregate carrying values of the principal investment portfolios as of December 31, 2023 and 2022. (in billions)####December 31, 2023####December 31, 2022 Tax-oriented investments, primarily in alternative energy and affordable housing(a)##$##28.8##$##26.2 Private equity, various debt and equity instruments, and real assets####10.5####10.8 Total carrying value##$##39.3##$##37.0"}
-{"_id": "JPM20233675", "title": "JPM Principal investment risk", "text": "(a)As of December 31, 2023, included approximately $1.0 billion in tax-oriented investments in CIB associated with First Republic."}
-{"_id": "JPM20233677", "title": "JPM Governance and oversight", "text": "The Firm\u2019s approach to managing principal investment risk is consistent with the Firm\u2019s risk governance structure. The Firm has established a Firmwide risk policy framework for all principal investing activities that includes approval by executives who are independent from the investing businesses, as appropriate."}
-{"_id": "JPM20233678", "title": "JPM Governance and oversight", "text": "The Firm\u2019s independent control functions are responsible for reviewing the appropriateness of the carrying value of investments in accordance with relevant policies. As part of the risk governance structure, approved levels for investments are established and monitored for each relevant business or segment in order to manage the overall size of the portfolios. The Firm also conducts stress testing on these portfolios using specific scenarios that estimate losses based on significant market moves and/or other risk events."}
-{"_id": "JPM20233681", "title": "JPM MARKET RISK MANAGEMENT", "text": "Market risk is the risk associated with the effect of changes in market factors such as interest and foreign exchange rates, equity and commodity prices, credit spreads or implied volatilities, on the value of assets and liabilities held for both the short and long term."}
-{"_id": "JPM20233683", "title": "JPM Market Risk Management", "text": "Market Risk Management monitors market risks throughout the Firm and defines market risk policies and procedures."}
-{"_id": "JPM20233688", "title": "JPM Market Risk Management", "text": "Market Risk Management seeks to manage risk, facilitate efficient risk/return decisions, reduce volatility in operating performance and provide transparency into the Firm\u2019s market risk profile for senior management, the Board of Directors and regulators. Market Risk Management is responsible for the following functions: \u2022Maintaining a market risk policy framework \u2022Independently measuring, monitoring and controlling LOB, Corporate, and Firmwide market risk \u2022Defining, approving and monitoring limits \u2022Performing stress testing and qualitative risk assessments"}
-{"_id": "JPM20233697", "title": "JPM Measures used to capture market risk", "text": "There is no single measure to capture market risk and therefore Market Risk Management uses various metrics, both statistical and nonstatistical, to assess risk including: \u2022Value-at-risk \u2022Stress testing \u2022Profit and loss drawdowns \u2022Earnings-at-risk \u2022Economic Value Sensitivity \u2022Other sensitivity-based measures"}
-{"_id": "JPM20233699", "title": "JPM Risk monitoring and control", "text": "Market risk exposure is managed primarily through a series of limits set in the context of the market environment and business strategy. In setting limits, Market Risk Management takes into consideration factors such as market volatility, product liquidity, accommodation of client business, and management judgment. Market Risk Management maintains different levels of limits. Firm level limits include VaR and stress limits. Similarly, LOB and Corporate limits include VaR and stress limits and may be supplemented by certain nonstatistical risk measures such as profit and loss drawdowns. Limits may also be set within the LOBs and Corporate, as well as at the legal entity level."}
-{"_id": "JPM20233700", "title": "JPM Risk monitoring and control", "text": "Market Risk Management sets limits and regularly reviews and updates them as appropriate. Senior management is responsible for reviewing and approving certain of these risk limits on an ongoing basis. Limits that have not been reviewed within specified time periods by Market Risk Management are reported to senior management. The LOBs and Corporate are responsible for adhering to established limits against which exposures are monitored and reported."}
-{"_id": "JPM20233701", "title": "JPM Risk monitoring and control", "text": "Limit breaches are required to be reported in a timely manner to limit approvers, which include Market Risk Management and senior management. In the event of a breach, Market Risk Management consults with senior members of appropriate groups within the Firm to determine the suitable course of action required to return the applicable positions to compliance, which may include a reduction in risk in order to remedy the breach or granting a temporary increase in limits to accommodate an expected increase in client activity and/or market volatility. Firm, Corporate or LOB-level limit breaches are escalated as appropriate."}
-{"_id": "JPM20233702", "title": "JPM Risk monitoring and control", "text": "Models used to measure market risk are inherently imprecise and are limited in their ability to measure certain risks or to predict losses. This imprecision may be heightened when sudden or severe shifts in market conditions occur. For additional discussion on model uncertainty refer to Estimations and Model Risk Management on page 154."}
-{"_id": "JPM20233703", "title": "JPM Risk monitoring and control", "text": "Market Risk Management periodically reviews the Firm\u2019s existing market risk measures to identify opportunities for enhancement, and to the extent appropriate, will calibrate those measures accordingly over time."}
-{"_id": "JPM20233706", "title": "JPM Management\u2019s discussion and analysis", "text": "The following table summarizes the predominant business activities and related market risks, as well as positions which give rise to market risk and certain measures used to capture those risks, for each LOB and Corporate."}
-{"_id": "JPM20233713", "title": "JPM Management\u2019s discussion and analysis", "text": "In addition to the predominant business activities, each LOB and Corporate may engage in principal investing activities. To the extent principal investments are deemed market risk sensitive, they are reflected in relevant risk measures and captured in the table below. Refer to Investment Portfolio Risk Management on page 134 for additional discussion on principal investments. LOBs and Corporate##Predominant business activities##Related market risks##Positions included in Risk Management VaR##Positions included in earnings-at-risk##Positions included in other sensitivity-based measures CCB##\u2022Originates and services mortgage loans  \u2022Originates loans and takes deposits##\u2022Risk from changes in the probability of newly originated mortgage commitments closing \u2022Interest rate risk and prepayment risk##\u2022Mortgage commitments, classified as derivatives \u2022Warehouse loans that are fair value option elected, classified as loans \u2013 debt instruments \u2022MSRs \u2022Hedges of mortgage commitments, warehouse loans and MSRs, classified as derivatives \u2022Interest-only and mortgage-backed securities, classified as trading assets debt instruments, and related hedges, classified as derivatives \u2022Fair value option elected liabilities(a)##\u2022Retained loan portfolio \u2022Deposits##\u2022Fair value option elected liabilities DVA(a) CIB##\u2022Makes markets and services clients across fixed income, foreign exchange, equities and commodities \u2022Originates loans and takes deposits##\u2022Risk of loss from adverse movements in market prices and implied volatilities across interest rate, foreign exchange, credit, commodity and equity instruments \u2022Basis and correlation risk from changes in the way asset values move relative to one another  \u2022Interest rate risk and prepayment risk##\u2022Trading assets/liabilities \u2013 debt and marketable equity instruments, and derivatives, including hedges of the retained loan portfolio \u2022Certain securities purchased, loaned or sold under resale agreements and securities borrowed \u2022Fair value option elected liabilities(a) \u2022Certain fair value option elected loans \u2022Derivative CVA and associated hedges \u2022Marketable equity investments##\u2022Retained loan portfolio \u2022Deposits##\u2022Privately held equity and other investments measured at fair value; and certain real estate-related fair value option elected loans \u2022Derivatives FVA and fair value option elected liabilities DVA(a) \u2022Credit risk component of CVA and associated hedges for counterparties with credit spreads that have widened to elevated levels    C CB##\u2022Originates loans and takes deposits##\u2022Interest rate risk and prepayment risk##\u2022Marketable equity investments(b)##\u2022Retained loan portfolio \u2022Deposits## AWM##\u2022Provides initial capital investments in products such as mutual funds and capital invested alongside third-party investors \u2022Originates loans and takes deposits##\u2022Risk from adverse movements in market factors (e.g., market prices, rates and credit spreads) \u2022Interest rate risk and prepayment risk##\u2022Debt securities held in advance of distribution to clients, classified as trading assets - debt instruments(b) \u2022Trading assets/liabilities - derivatives that hedge the retained loan portfolio(b)##\u2022Retained loan portfolio \u2022Deposits##\u2022Initial seed capital investments and related hedges, classified as derivatives \u2022Certain deferred compensation and related hedges, classified as derivatives \u2022Capital invested alongside third-party investors, typically in privately distributed collective vehicles managed by AWM (i.e., co-investments) Corporate##\u2022Manages the Firm\u2019s liquidity, funding, capital, structural interest rate and foreign exchange risks##\u2022Structural interest rate risk from the Firm\u2019s traditional banking activities \u2022Structural non-USD foreign exchange risks##\u2022Derivative positions measured through noninterest revenue in earnings \u2022Marketable equity investments##\u2022Deposits with banks \u2022Investment securities portfolio and related interest rate hedges \u2022Long-term debt and related interest rate hedges \u2022Deposits##\u2022Privately held equity and other investments measured at fair value \u2022Foreign exchange exposure related to Firm-issued non-USD long-term debt (\u201cLTD\u201d) and related hedges"}
-{"_id": "JPM20233714", "title": "JPM Management\u2019s discussion and analysis", "text": "(a)Reflects structured notes in Risk Management VaR and the DVA on structured notes in other sensitivity-based measures."}
-{"_id": "JPM20233715", "title": "JPM Management\u2019s discussion and analysis", "text": "(b)The AWM and CB contributions to Firmwide average VaR were not material for the years ended December 31, 2023 and 2022."}
-{"_id": "JPM20233718", "title": "JPM Value-at-risk", "text": "JPMorgan Chase utilizes value-at-risk (\u201cVaR\u201d), a statistical risk measure, to estimate the potential loss from adverse market moves in the current market environment. The Firm has a single VaR framework used as a basis for calculating Risk Management VaR and Regulatory VaR."}
-{"_id": "JPM20233719", "title": "JPM Value-at-risk", "text": "The framework is employed across the Firm using historical simulation based on data for the previous 12 months. The framework\u2019s approach assumes that historical changes in market values are representative of the distribution of potential outcomes in the immediate future. The Firm believes the use of Risk Management VaR provides a daily measure of risk that is closely aligned to risk management decisions made by the LOBs and Corporate and, along with other market risk measures, provides the appropriate information needed to respond to risk events."}
-{"_id": "JPM20233720", "title": "JPM Value-at-risk", "text": "The Firm\u2019s Risk Management VaR is calculated assuming a one-day holding period and an expected tail-loss methodology which approximates a 95% confidence level. Risk Management VaR provides a consistent framework to measure risk profiles and levels of diversification across product types and is used for aggregating risks and monitoring limits across businesses. VaR results are reported as appropriate to various groups including senior management, the Board Risk Committee and regulators."}
-{"_id": "JPM20233721", "title": "JPM Value-at-risk", "text": "Underlying the overall VaR model framework are individual VaR models that simulate historical market returns for individual risk factors and/or product types. To capture material market risks as part of the Firm\u2019s risk management framework, comprehensive VaR model calculations are performed daily for businesses whose activities give rise to market risk. These VaR models are granular and incorporate numerous risk factors and inputs to simulate daily changes in market values over the historical period; inputs are selected based on the risk profile of each portfolio, as sensitivities and historical time series used to generate daily market values may be different across product types or risk management systems. The VaR model results across all portfolios are aggregated at the Firm level."}
-{"_id": "JPM20233722", "title": "JPM Value-at-risk", "text": "As VaR is based on historical data, it is an imperfect measure of market risk exposure and potential future losses. In addition, based on their reliance on available historical data, limited time horizons, and other factors, VaR measures are inherently limited in their ability to measure certain risks and to predict losses, particularly those associated with market illiquidity and sudden or severe shifts in market conditions."}
-{"_id": "JPM20233723", "title": "JPM Value-at-risk", "text": "For certain products, specific risk parameters are not captured in VaR due to the lack of liquidity and availability of appropriate historical data. The Firm uses proxies to estimate the VaR for these and other products when daily time series are not available. It is likely that using an actual price-based time series for these products, if available, would affect the VaR results presented. The Firm therefore considers other nonstatistical measures such as stress"}
-{"_id": "JPM20233724", "title": "JPM Value-at-risk", "text": "testing, in addition to VaR, to capture and manage its market risk positions."}
-{"_id": "JPM20233725", "title": "JPM Value-at-risk", "text": "As VaR model calculations require daily data and a consistent source for valuation, the daily market data used may be different than the independent third-party data collected for VCG price testing in its monthly valuation process. For example, in cases where market prices are not observable, or where proxies are used in VaR historical time series, the data sources may differ. Refer to Valuation process in Note 2 for further information on the Firm\u2019s valuation process."}
-{"_id": "JPM20233726", "title": "JPM Value-at-risk", "text": "The Firm\u2019s VaR model calculations are periodically evaluated and enhanced in response to changes in the composition of the Firm\u2019s portfolios, changes in market conditions, improvements in the Firm\u2019s modeling techniques and measurements, and other factors. Such changes may affect historical comparisons of VaR results. Refer to Estimations and Model Risk Management on page 154 for information regarding model reviews and approvals."}
-{"_id": "JPM20233727", "title": "JPM Value-at-risk", "text": "The Firm calculates separately a daily aggregated VaR in accordance with regulatory rules (\u201cRegulatory VaR\u201d), which is used to derive the Firm\u2019s regulatory VaR-based capital requirements under Basel III capital rules. This Regulatory VaR model framework currently assumes a ten business-day holding period and an expected tail loss methodology which approximates a 99% confidence level. Regulatory VaR is applied to \u201ccovered\u201d positions as defined by Basel III capital rules, which may be different than the positions included in the Firm\u2019s Risk Management VaR. For example, credit derivative hedges of accrual loans are included in the Firm\u2019s Risk Management VaR, while Regulatory VaR excludes these credit derivative hedges. In addition, in contrast to the Firm\u2019s Risk Management VaR, Regulatory VaR currently excludes the diversification benefit for certain VaR models."}
-{"_id": "JPM20233728", "title": "JPM Value-at-risk", "text": "Refer to JPMorgan Chase\u2019s Basel III Pillar 3 Regulatory Capital Disclosures reports, which are available on the Firm\u2019s website, for additional information on Regulatory VaR and the other components of market risk regulatory capital for the Firm (e.g., VaR-based measure, stressed VaR-based measure and the respective backtesting)."}
-{"_id": "JPM20233750", "title": "JPM Management\u2019s discussion and analysis", "text": "The table below shows the results of the Firm\u2019s Risk Management VaR measure using a 95% confidence level. VaR can vary significantly as positions change, market volatility fluctuates, and diversification benefits change. ##############Total VaR######################## As of or for the year ended December 31,############2023##################2022######## (in millions)######Avg.######Min######Max######Avg.######Min######Max## CIB trading VaR by risk type###################################### Fixed income##$##49####$##31####$##71####$##59####$##33####$##82#### Foreign exchange####12######6######26######8######3######15#### Equities####7######3######11######12######7######20#### Commodities and other####11######6######19######15######10######28#### Diversification benefit to CIB trading VaR (a)####(42)######NM######NM######(43)######NM######NM#### CIB trading VaR####37######24######55######51######34######69#### Credit Portfolio VaR(b)####14######8######26######16######4######235####(d) Diversification benefit to CIB VaR(a)####(11)######NM######NM######(10)######NM######NM#### CIB VaR####40######23######58######57######35######240#### CCB VaR####7######1######15######6######2######20#### Corporate and other LOB VaR(c)####12######9######17######12######9######16#### Diversification benefit to other VaR(a)####(5)######NM######NM######(4)######NM######NM#### Other VaR####14######9######22######14######10######24#### Diversification benefit to CIB and other VaR(a)####(11)######NM######NM######(13)######NM######NM#### Total VaR##$##43####$##26####$##57####$##58####$##34####$##242####(d)"}
-{"_id": "JPM20233751", "title": "JPM Management\u2019s discussion and analysis", "text": "(a)Diversification benefit represents the difference between the portfolio VaR and the sum of its individual components. This reflects the non-additive nature of VaR due to imperfect correlation across LOBs, Corporate, and risk types. For maximum and minimum VaR, diversification benefit is not meaningful as the maximum and minimum VaR for each portfolio may have occurred on different trading days than the components."}
-{"_id": "JPM20233752", "title": "JPM Management\u2019s discussion and analysis", "text": "(b)Credit Portfolio VaR includes the derivative CVA, hedges of the CVA and hedges of the retained loan portfolio, which are reported in principal transactions revenue. This VaR does not include the retained loan portfolio, which is not reported at fair value. In line with the Firm's internal model governance, the credit risk component of CVA related to certain counterparties was removed from Credit Portfolio VaR due to the widening of the credit spreads for those counterparties to elevated levels. The related hedges were also removed to maintain consistency. This exposure is now reflected in other sensitivity-based measures."}
-{"_id": "JPM20233753", "title": "JPM Management\u2019s discussion and analysis", "text": "(c)Corporate and other LOB VaR includes a legacy private equity position in Corporate which is publicly traded."}
-{"_id": "JPM20233754", "title": "JPM Management\u2019s discussion and analysis", "text": "(d)In March 2022, the effects of nickel price increases and the associated volatility in the nickel market resulted in elevated maximum Credit Portfolio VaR, as well as maximum Total VaR."}
-{"_id": "JPM20233756", "title": "JPM 2023 compared with 2022", "text": "Average Total VaR decreased by $15 million for the year ended December 31, 2023 when compared with the prior year."}
-{"_id": "JPM20233757", "title": "JPM 2023 compared with 2022", "text": "The decrease was driven by reduced market volatility and risk reductions predominantly impacting fixed income, commodities and equities."}
-{"_id": "JPM20233758", "title": "JPM 2023 compared with 2022", "text": "The following graph presents daily Risk Management VaR for the four trailing quarters."}
-{"_id": "JPM20233760", "title": "JPM Daily Risk Management VaR", "text": " First Quarter 2023##Second Quarter 2023##Third Quarter 2023##Fourth Quarter 2023"}
-{"_id": "JPM20233763", "title": "JPM VaR backtesting", "text": "The Firm performs daily VaR model backtesting, which compares the daily Risk Management VaR results with the daily gains and losses that are utilized for VaR backtesting purposes. The gains and losses depicted in the chart below do not reflect the Firm\u2019s reported revenue as they exclude certain components of total net revenue, such as those associated with the execution of new transactions (i.e., intraday client-driven trading and intraday risk management activities), fees, commissions, other valuation adjustments and net interest income. These excluded components of total net revenue may more than offset the backtesting gain or loss on a particular day. The definition of backtesting gains and losses above is consistent with the requirements for backtesting under Basel III capital rules."}
-{"_id": "JPM20233764", "title": "JPM VaR backtesting", "text": "A backtesting exception occurs when the daily backtesting loss exceeds the daily Risk Management VaR for the prior day. Under the Firm\u2019s Risk Management VaR methodology, assuming current changes in market values are consistent with the historical changes used in the simulation, the Firm would expect to incur VaR backtesting exceptions five times every 100 trading days on average. The number of VaR backtesting exceptions observed can differ from the statistically expected number of backtesting exceptions if the current level of market volatility is materially different from the level of market volatility during the 12 months of historical data used in the VaR calculation."}
-{"_id": "JPM20233765", "title": "JPM VaR backtesting", "text": "For the 12 months ended December 31, 2023, the Firm posted backtesting gains on 139 of the 258 days, and observed 13 VaR backtesting exceptions, of which eight were in the three months ended December 31, 2023. Firmwide backtesting loss days can differ from the loss days for which Fixed Income Markets and Equity Markets posted losses, as disclosed in CIB Markets revenue, as the population of positions which comprise each metric are different and due to the exclusion of certain components of total net revenue in backtesting gains and losses as described above."}
-{"_id": "JPM20233766", "title": "JPM VaR backtesting", "text": "The following chart presents the distribution of Firmwide daily backtesting gains and losses for the trailing 12 months and three months ended December 31, 2023. The daily backtesting losses are displayed as a percentage of the corresponding daily Risk Management VaR. The count of days with backtesting losses are shown in aggregate, in fifty percentage point intervals. Backtesting exceptions are displayed within the intervals that are greater than one hundred percent. The results in the chart below differ from the results of backtesting disclosed in the Market Risk section of the Firm\u2019s Basel III Pillar 3 Regulatory Capital Disclosures reports, which are based on Regulatory VaR applied to the Firm\u2019s covered positions."}
-{"_id": "JPM20233772", "title": "JPM Stress testing", "text": "Along with VaR, stress testing is an important tool used to assess risk. While VaR reflects the risk of loss due to adverse changes in markets using recent historical market behavior, stress testing reflects the risk of loss from hypothetical changes in the value of market risk sensitive positions applied simultaneously. Stress testing measures the Firm\u2019s vulnerability to losses under a range of stressed but possible economic and market scenarios. The results are used to understand the exposures responsible for those potential losses and are measured against limits."}
-{"_id": "JPM20233773", "title": "JPM Stress testing", "text": "The Firm\u2019s stress framework covers market risk sensitive positions in the LOBs and Corporate. The framework is used to calculate multiple magnitudes of potential stress for both market rallies and market sell-offs, assuming significant changes in market factors such as credit spreads, equity prices, interest rates, currency rates and commodity prices, and combines them in multiple ways to capture an array of hypothetical economic and market scenarios."}
-{"_id": "JPM20233774", "title": "JPM Stress testing", "text": "The Firm generates a number of scenarios that focus on tail events in specific asset classes and geographies, including how the event may impact multiple market factors simultaneously. Scenarios also incorporate specific idiosyncratic risks and stress basis risk between different products. The flexibility in the stress framework allows the Firm to construct new scenarios that can test the outcomes against possible future stress events. Stress testing results are reported periodically to senior management of the Firm, as appropriate."}
-{"_id": "JPM20233775", "title": "JPM Stress testing", "text": "Stress scenarios are governed by the overall stress framework, under the oversight of Market Risk Management, and the models to calculate the stress results are subject to the Firm\u2019s Estimations and Model Risk Management Policy. The Firmwide Market Risk Stress Methodology Committee reviews and approves changes to stress testing methodology and scenarios across the Firm. Significant changes to the framework are escalated to senior management, as appropriate."}
-{"_id": "JPM20233776", "title": "JPM Stress testing", "text": "The Firm\u2019s stress testing framework is utilized in calculating the Firm\u2019s CCAR and other stress test results, which are reported periodically to the Board of Directors. In addition, stress testing results are incorporated into the Firm\u2019s Risk Appetite framework, and are reported periodically to the Board Risk Committee."}
-{"_id": "JPM20233778", "title": "JPM Profit and loss drawdowns", "text": "Profit and loss drawdowns are used to highlight trading losses above certain levels of risk tolerance. A profit and loss drawdown is a decline in revenue from its year-to-date peak level."}
-{"_id": "JPM20233780", "title": "JPM Structural interest rate risk management", "text": "The effect of interest rate exposure on the Firm\u2019s reported net income is important as interest rate risk represents one of the Firm\u2019s significant market risks. Interest rate risk arises not only from trading activities which are included in"}
-{"_id": "JPM20233781", "title": "JPM Structural interest rate risk management", "text": "VaR, but also from the Firm\u2019s traditional banking activities, which include extension of loans and credit facilities, taking deposits, issuing debt, as well as the investment securities portfolio, and associated derivative instruments. Refer to the table on page 136 for a summary by LOB and Corporate identifying positions included in earnings-at-risk."}
-{"_id": "JPM20233783", "title": "JPM Governance", "text": "The CTC Risk Committee establishes the Firm\u2019s interest rate risk management policy and related limits, which are subject to approval by the Board Risk Committee. Treasury and CIO, working in partnership with the LOBs, calculates the Firm\u2019s structural interest rate risk profile and reviews it with senior management, including the CTC Risk Committee. In addition, oversight of structural interest rate risk is managed through a dedicated risk function reporting to the CTC CRO. This risk function is responsible for providing independent oversight and governance around assumptions and establishing and monitoring limits for structural interest rate risk, including limits related to Earnings-at-Risk and Economic Value Sensitivity. The Firm manages structural interest rate risk generally through its investment securities portfolio and interest rate derivatives."}
-{"_id": "JPM20233789", "title": "JPM Key Risk Drivers and Risk Management Process", "text": "Structural interest rate risk can arise due to a variety of factors, including: \u2022Differences in timing among the maturity or repricing of assets, liabilities and off-balance sheet instruments \u2022Differences in the amounts of assets, liabilities and off-balance sheet instruments that are maturing or repricing at the same time \u2022Differences in the amounts by which short-term and long-term market interest rates change (for example, changes in the slope of the yield curve) \u2022The impact of changes in the maturity of various assets, liabilities or off-balance sheet instruments as interest rates change"}
-{"_id": "JPM20233790", "title": "JPM Key Risk Drivers and Risk Management Process", "text": "The Firm manages interest rate exposure related to its assets and liabilities on a consolidated, Firmwide basis. Business units transfer their interest rate risk to Treasury and CIO through funds transfer pricing, which takes into account the elements of interest rate exposure that can be risk-managed in financial markets. These elements include asset and liability balances and contractual rates of interest, contractual principal payment schedules, expected prepayment experience, interest rate reset dates and maturities, rate indices used for repricing, and any interest rate ceilings or floors for adjustable rate products."}
-{"_id": "JPM20233792", "title": "JPM Earnings-at-Risk", "text": "One way that the Firm evaluates its structural interest rate risk is through earnings-at-risk. Earnings-at-risk estimates the Firm\u2019s interest rate exposure for a given interest rate scenario. It is presented as a sensitivity to a baseline, which includes net interest income and certain interest rate sensitive fees. The baseline uses market interest rates and,"}
-{"_id": "JPM20233794", "title": "JPM 140 JPMorgan Chase & Co./2023 Form 10-K", "text": "in the case of deposits, pricing assumptions. The Firm conducts simulations of changes to this baseline for interest rate-sensitive assets and liabilities denominated in U.S. dollars and other currencies (\u201cnon-U.S. dollar\u201d currencies). These simulations primarily include retained loans, deposits, deposits with banks, investment securities, long-term debt and any related interest rate hedges, and funds transfer pricing of other positions in risk management VaR and other sensitivity-based measures as described on page 136. These simulations exclude hedges of exposure from non-U.S. dollar foreign exchange risk arising from the Firm\u2019s capital investments. The inclusion of the hedges in these simulations would increase U.S. dollar sensitivities and decrease non-U.S. dollar sensitivities. Refer to non-U.S. dollar foreign exchange risk on page 145 for more information."}
-{"_id": "JPM20233798", "title": "JPM 140 JPMorgan Chase & Co./2023 Form 10-K", "text": "Earnings-at-risk scenarios estimate the potential change to a net interest income baseline over the following 12 months utilizing multiple assumptions. These scenarios include a parallel shift involving changes to both short-term and long-term rates by an equal amount; a steeper yield curve involving holding short-term rates constant and increasing long-term rates; and a flatter yield curve involving increasing short-term rates and holding long-term rates constant or holding short-term rates constant and decreasing long-term rates. These scenarios consider many different factors, including: \u2022The impact on exposures as a result of instantaneous changes in interest rates from baseline rates. \u2022Forecasted balance sheet, as well as modeled prepayment and reinvestment behavior, but excluding assumptions about actions that could be taken by the Firm or its clients and customers in response to instantaneous rate changes. Mortgage prepayment assumptions are based on the interest rates used in the scenarios compared with underlying contractual rates, the time since origination, and other factors which are updated periodically based on historical experience. Deposit forecasts are a key assumption in the Firm\u2019s earnings-at-risk. The baseline reflects certain assumptions relating to the reversal of Quantitative Easing that are highly uncertain and require management judgment. Therefore, the actual amount of deposits held by the Firm at any particular time could be impacted by actions the Federal Reserve may take as part of monetary policy, including through the use of the Reverse Repurchase Facility. In addition, there are other factors that impact the amount of deposits held at the Firm such as the level of loans across the industry and competition for deposits. \u2022The pricing sensitivity of deposits, known as deposit betas, represent the amount by which deposit rates paid could change upon a given change in market interest rates. As part of the Firm's continuous evaluation and periodic enhancements to its earnings-at-risk calculations, the Firm updated its model in the second quarter of 2023 to incorporate deposit repricing lags"}
-{"_id": "JPM20233799", "title": "JPM 140 JPMorgan Chase & Co./2023 Form 10-K", "text": "impacting both consumer and wholesale deposits. The model change incorporated observed pricing and customer behavior in both rising and falling interest rate environments. Actual deposit rates paid may differ from the modeled assumptions, primarily due to customer behavior and competition for deposits."}
-{"_id": "JPM20233800", "title": "JPM 140 JPMorgan Chase & Co./2023 Form 10-K", "text": "The Firm performs sensitivity analyses of the assumptions used in earnings-at-risk scenarios, including with respect to deposit betas and forecasts of deposit balances, both of which are especially significant in the case of consumer deposits. The results of these sensitivity analyses are reported to the CTC Risk Committee and the Board Risk Committee."}
-{"_id": "JPM20233801", "title": "JPM 140 JPMorgan Chase & Co./2023 Form 10-K", "text": "The Firm\u2019s earnings-at-risk scenarios are periodically evaluated and enhanced in response to changes in the composition of the Firm\u2019s balance sheet, changes in market conditions, improvements in the Firm\u2019s simulation and other factors. While a relevant measure of the Firm\u2019s interest rate exposure, the earnings-at-risk analysis does not represent a forecast of the Firm\u2019s net interest income (Refer to Outlook on page 52 for additional information)."}
-{"_id": "JPM20233819", "title": "JPM 140 JPMorgan Chase & Co./2023 Form 10-K", "text": "The Firm\u2019s U.S. dollar and non-U.S. dollar sensitivities are presented in the table below. December 31, (in billions)####2023####2022 U.S. dollar: (a)######## Parallel shift: (b)######## +100 bps shift in rates##$##2.4##$##(2.0) -100 bps shift in rates####(2.1)####2.4 +200 bps shift in rates####4.8####(4.2) -200 bps shift in rates####(4.6)####3.3 Steeper yield curve:######## +100 bps shift in long-term rates####0.6####0.8 -100 bps shift in short-term rates####(1.5)####3.2 Flatter yield curve:######## +100 bps shift in short-term rates####1.8####(2.8) -100 bps shift in long-term rates####(0.5)####(0.9) Non-U.S. dollar:######## Parallel shift: (b)######## +100 bps shift in rates##$##0.7##$##0.7 -100 bps shift in rates####(0.7)####(0.6)"}
-{"_id": "JPM20233820", "title": "JPM 140 JPMorgan Chase & Co./2023 Form 10-K", "text": "(a)Reflects the impact of the aforementioned model update to incorporate deposit repricing lags. Prior periods have not been revised."}
-{"_id": "JPM20233821", "title": "JPM 140 JPMorgan Chase & Co./2023 Form 10-K", "text": "(b)Reflects the simultaneous shift of U.S. dollar and non-U.S. dollar rates."}
-{"_id": "JPM20233822", "title": "JPM 140 JPMorgan Chase & Co./2023 Form 10-K", "text": "In the absence of the model update to incorporate deposit repricing lags in the second quarter of 2023, the Firm's U.S. dollar sensitivities as of December 31, 2023, would have been lower by $4.1 billion to the +100 basis points shift in short-term and parallel rate scenarios and higher by $3.7 billion to the -100 basis points shift in short-term and parallel rate scenarios."}
-{"_id": "JPM20233823", "title": "JPM 140 JPMorgan Chase & Co./2023 Form 10-K", "text": "The change in the Firm\u2019s U.S. dollar sensitivities as of December 31, 2023 compared to December 31, 2022 also reflected the impact of changes in the Firm\u2019s balance sheet including the impact of the First Republic acquisition."}
-{"_id": "JPM20233826", "title": "JPM Management\u2019s discussion and analysis", "text": "As of December 31, 2023, the Firm\u2019s sensitivity to a parallel shift in rates is primarily the result of a greater impact from assets repricing compared to the impact of liabilities repricing."}
-{"_id": "JPM20233828", "title": "JPM Economic Value Sensitivity", "text": "In addition to earnings-at-risk, which is measured as a sensitivity to a baseline of earnings over the next 12 months, the Firm also measures Economic Value Sensitivity (\u201cEVS\u201d). EVS stress tests the longer-term economic value of equity by measuring the sensitivity of the Firm\u2019s current balance sheet, primarily retained loans, deposits, debt and investment securities as well as related hedges, under various interest rate scenarios. In accordance with the CTC interest rate risk management policy, the Firm has established limits on EVS as a percentage of TCE. Additional information on long-term debt and held to maturity investment securities is disclosed on page 195 in Note 2 financial instruments that are not carried at fair value on the Consolidated balance sheets."}
-{"_id": "JPM20233831", "title": "JPM Non-U.S. dollar foreign exchange risk", "text": "Non-U.S. dollar FX risk is the risk that changes in foreign exchange rates affect the value of the Firm\u2019s assets or liabilities or future results. The Firm has structural non-U.S. dollar FX exposures arising from capital investments, forecasted expense and revenue, the investment securities portfolio and non-U.S. dollar-denominated debt issuance. Treasury and CIO, working in partnership with the LOBs, primarily manage these risks on behalf of the Firm. Treasury and CIO may hedge certain of these risks using derivatives. Refer to Business Segment Results on page 66 for additional information."}
-{"_id": "JPM20233833", "title": "JPM Other sensitivity-based measures", "text": "The Firm quantifies the market risk of certain debt and equity and credit and funding-related exposures by assessing the potential impact on net revenue, other comprehensive income (\u201cOCI\u201d) and noninterest expense due to changes in relevant market variables. Refer to the predominant business activities that give rise to market risk on page 136 for additional information on the positions captured in other sensitivity-based measures."}
-{"_id": "JPM20233847", "title": "JPM Other sensitivity-based measures", "text": "The table below represents the potential impact to net revenue, OCI or noninterest expense for market risk sensitive instruments that are not included in VaR or earnings-at-risk. Where appropriate, instruments used for hedging purposes are reported net of the positions being hedged. The sensitivities disclosed in the table below may not be representative of the actual gain or loss that would have been realized at December 31, 2023 and 2022, as the movement in market parameters across maturities may vary and are not intended to imply management\u2019s expectation of future changes in these sensitivities. Gain/(loss) (in millions)############ Activity##Description##Sensitivity measure####December 31, 2023####December 31, 2022 Debt and equity(a)############ Asset Management activities##Consists of seed capital and related hedges; fund co-investments(c); and certain deferred compensation and related hedges(d)##10% decline in market value##$##(61)##$##(56) Other debt and equity##Consists of certain real estate-related fair value option elected loans, privately held equity and other investments held at fair value(c)##10% decline in market value####(1,044)####(1,046) Credit- and funding-related exposures############ Non-USD LTD cross-currency basis##Represents the basis risk on derivatives used to hedge the foreign exchange risk on the non-USD LTD(e)##1 basis point parallel tightening of cross currency basis####(12)####(12) Non-USD LTD hedges foreign currency (\u201cFX\u201d) exposure##Primarily represents the foreign exchange revaluation on the fair value of the derivative hedges(e)##10% depreciation of currency####16####3 Derivatives \u2013 funding spread risk##Impact of changes in the spread related to derivatives FVA(c)##1 basis point parallel increase in spread####(3)####(4) CVA - counterparty credit risk(b)##Credit risk component of CVA and associated hedges##10% credit spread widening####\u2014####(1) Fair value option elected liabilities - funding spread risk##Impact of changes in the spread related to fair value option elected liabilities DVA(e)##1 basis point parallel increase in spread####46####43 Fair value option elected liabilities \u2013interest rate sensitivity##Interest rate sensitivity on fair value option elected liabilities resulting from a change in the Firm\u2019s own credit spread(e)##1 basis point parallel increase in spread####\u2014####\u2014 ##Interest rate sensitivity related to risk management of changes in the Firm\u2019s own credit spread on the fair value option elected liabilities noted above(c)##1 basis point parallel increase in spread####\u2014####\u2014"}
-{"_id": "JPM20233848", "title": "JPM Other sensitivity-based measures", "text": "(a)Excludes equity securities without readily determinable fair values that are measured under the measurement alternative. Refer to Note 2 for additional information."}
-{"_id": "JPM20233849", "title": "JPM Other sensitivity-based measures", "text": "(b)In line with the Firm's internal model governance, the credit risk component of CVA related to certain counterparties was removed from Credit Portfolio VaR due to the widening of the credit spreads for those counterparties to elevated levels. The related hedges were also removed to maintain consistency. This exposure is now reflected in other sensitivity-based measures."}
-{"_id": "JPM20233850", "title": "JPM Other sensitivity-based measures", "text": "(c)Impact recognized through net revenue."}
-{"_id": "JPM20233851", "title": "JPM Other sensitivity-based measures", "text": "(d)Impact recognized through noninterest expense."}
-{"_id": "JPM20233852", "title": "JPM Other sensitivity-based measures", "text": "(e)Impact recognized through OCI."}
-{"_id": "JPM20233856", "title": "JPM COUNTRY RISK MANAGEMENT", "text": "The Firm, through its LOBs and Corporate, may be exposed to country risk resulting from financial, economic, political or other significant developments which adversely affect the value of the Firm\u2019s exposures related to a particular country or set of countries. The Country Risk Management group actively monitors the various portfolios which may be impacted by these developments and measures the extent to which the Firm\u2019s exposures are diversified given the Firm\u2019s strategy and risk tolerance relative to a country."}
-{"_id": "JPM20233858", "title": "JPM Organization and management", "text": "Country Risk Management is an independent risk management function that assesses, manages and monitors exposure to country risk across the Firm."}
-{"_id": "JPM20233865", "title": "JPM Organization and management", "text": "The Firm\u2019s country risk management function includes the following activities: \u2022Maintaining policies, procedures and standards consistent with a comprehensive country risk framework \u2022Assigning sovereign ratings, assessing country risks and establishing risk tolerance relative to a country \u2022Measuring and monitoring country risk exposure and stress across the Firm \u2022Managing and approving country limits and reporting trends and limit breaches to senior management \u2022Developing surveillance tools, such as signaling models and ratings indicators, for early identification of potential country risk concerns \u2022Providing country risk scenario analysis"}
-{"_id": "JPM20233867", "title": "JPM Sources and measurement", "text": "The Firm is exposed to country risk through its lending and deposits, investing, and market-making activities, whether cross-border or locally funded. Country exposure includes activity with both government and private-sector entities in a country."}
-{"_id": "JPM20233868", "title": "JPM Sources and measurement", "text": "Under the Firm\u2019s internal country risk management approach, attribution of exposure to an individual country is based on the country where the largest proportion of the assets of the counterparty, issuer, obligor or guarantor are located or where the largest proportion of its revenue is derived, which may be different than the domicile (i.e. legal residence) or country of incorporation."}
-{"_id": "JPM20233869", "title": "JPM Sources and measurement", "text": "Individual country exposures reflect an aggregation of the Firm\u2019s risk to an immediate default, with zero recovery, of the counterparties, issuers, obligors or guarantors attributed to that country. Activities which result in contingent or indirect exposure to a country are not included in the country exposure measure (for example, providing clearing services or secondary exposure to collateral on securities financing receivables)."}
-{"_id": "JPM20233870", "title": "JPM Sources and measurement", "text": "Assumptions are sometimes required in determining the measurement and allocation of country exposure, particularly in the case of certain non-linear or index products, or where the nature of the counterparty, issuer, obligor or guarantor is not suitable for attribution to an"}
-{"_id": "JPM20233871", "title": "JPM Sources and measurement", "text": "individual country. The use of different measurement approaches or assumptions could affect the amount of reported country exposure."}
-{"_id": "JPM20233878", "title": "JPM Sources and measurement", "text": "Under the Firm\u2019s internal country risk measurement framework: \u2022Deposits with banks are measured as the cash balances placed with central banks, commercial banks, and other financial institutions \u2022Lending exposures are measured at the total committed amount (funded and unfunded), net of the allowance for credit losses and eligible cash and marketable securities collateral received \u2022Securities financing exposures are measured at their receivable balance, net of eligible collateral received \u2022Debt and equity securities are measured at the fair value of all positions, including both long and short positions \u2022Counterparty exposure on derivative receivables is measured at the derivative\u2019s fair value, net of the fair value of the eligible collateral received \u2022Credit derivatives exposure is measured at the net notional amount of protection purchased or sold for the same underlying reference entity, inclusive of the fair value of the derivative receivable or payable, reflecting the manner in which the Firm manages these exposures"}
-{"_id": "JPM20233879", "title": "JPM Sources and measurement", "text": "The Firm\u2019s internal country risk reporting differs from the reporting provided under the FFIEC bank regulatory requirements."}
-{"_id": "JPM20233882", "title": "JPM Stress testing", "text": "Stress testing is an important component of the Firm\u2019s country risk management framework, which aims to estimate and limit losses arising from a country crisis by measuring the impact of adverse asset price movements to a country based on market shocks combined with counterparty specific assumptions. Country Risk Management periodically designs and runs tailored stress scenarios to test vulnerabilities to individual countries or sets of countries in response to specific or potential market events, sector performance concerns, sovereign actions and geopolitical risks. These tailored stress results are used to inform potential risk reduction across the Firm, as necessary."}
-{"_id": "JPM20233884", "title": "JPM Risk reporting", "text": "Country exposure and stress are measured and reported regularly, and used by Country Risk Management to identify trends and monitor high usages and breaches against limits."}
-{"_id": "JPM20233885", "title": "JPM Risk reporting", "text": "For country risk management purposes, the Firm may report exposure to jurisdictions that are not fully autonomous, including Special Administrative Regions (\u201cSAR\u201d) and dependent territories, separately from the independent sovereign states with which they are associated."}
-{"_id": "JPM20233886", "title": "JPM Risk reporting", "text": "The following table presents the Firm\u2019s top 20 exposures by country (excluding the U.S.) as of December 31, 2023, and their comparative exposures as of December 31, 2022. The top 20 country exposures represent the Firm\u2019s largest total exposures by individual country. Country exposures may fluctuate from period to period due to a variety of factors, including client activity, market flows and liquidity management activities undertaken by the Firm."}
-{"_id": "JPM20233887", "title": "JPM Risk reporting", "text": "The decrease in exposure to Japan when compared to December 31, 2022, was driven by a reduction in cash placed with the central bank of Japan as a result of liquidity management activities undertaken by the Firm."}
-{"_id": "JPM20233888", "title": "JPM Risk reporting", "text": "The decrease in exposure to Australia when compared to December 31, 2022, was predominantly driven by a reduction in cash placed with the central bank of Australia due to client-driven activities resulting from changes in interest rates."}
-{"_id": "JPM20233912", "title": "JPM Risk reporting", "text": "The Firm continues to monitor its exposure to Russia which was approximately $350 million as of December 31, 2023. This amount excludes certain deposits placed on behalf of clients at the Depository Insurance Agency of Russia. ##############Top 20 country exposures (excluding the U.S.)(a)########## December 31, (in billions)############2023############2022(f) ####Deposits with banks(b)####Lending(c)####Trading and investing(d)####Other(e)####Total exposure####Total exposure Germany##$##69.8##$##12.1##$##2.1##$##0.8##$##84.8##$##93.2 United Kingdom####36.4####25.5####13.5####1.7####77.1####70.1 Japan####29.4####2.4####3.9####0.3####36.0####55.8 Australia####9.7####6.9####1.7####\u2014####18.3####25.7 Brazil####5.2####5.3####6.2####\u2014####16.7####17.8 Canada####2.3####11.4####2.0####0.3####16.0####14.4 China####3.5####5.5####5.0####\u2014####14.0####13.7 Switzerland####5.2####3.6####1.2####0.9####10.9####15.3 France####0.6####10.9####(2.2)####0.8####10.1####18.1 Singapore####1.9####3.8####3.8####0.3####9.8####9.9 India####1.2####3.8####4.3####0.4####9.7####9.0 Mexico####1.1####3.7####3.4####\u2014####8.2####5.4 Belgium####5.6####2.1####0.3####\u2014####8.0####9.2 South Korea####0.8####3.2####3.5####0.3####7.8####10.0 Saudi Arabia####0.6####5.2####1.9####\u2014####7.7####7.9 Spain####0.3####5.2####0.8####\u2014####6.3####3.4 Italy####0.1####5.9####(0.2)####0.2####6.0####5.8 Netherlands####0.1####6.4####(1.2)####0.3####5.6####7.1 Malaysia####3.5####0.2####0.4####0.1####4.2####5.3 Luxembourg####0.9####2.2####0.9####\u2014####4.0####4.2"}
-{"_id": "JPM20233913", "title": "JPM Risk reporting", "text": "(a)Country exposures presented in the table reflect 88% of total Firmwide non-U.S. exposure, where exposure is attributed to an individual country based on the Firm\u2019s internal country risk management approach, at both December 31, 2023 and 2022."}
-{"_id": "JPM20233914", "title": "JPM Risk reporting", "text": "(b)Predominantly represents cash placed with central banks."}
-{"_id": "JPM20233915", "title": "JPM Risk reporting", "text": "(c)Includes loans and accrued interest receivable, lending-related commitments (net of eligible collateral and the allowance for credit losses). Excludes intra-day and operating exposures, such as those from settlement and clearing activities."}
-{"_id": "JPM20233916", "title": "JPM Risk reporting", "text": "(d)Includes market-making positions and hedging, investment securities, and counterparty exposure on derivative and securities financings net of eligible collateral. Market-making positions and hedging includes exposure from single reference entity (\u201csingle-name\u201d), index and other multiple reference entity transactions for which one or more of the underlying reference entities is in a country listed in the above table."}
-{"_id": "JPM20233917", "title": "JPM Risk reporting", "text": "(e)Includes clearing house guarantee funds and physical commodities."}
-{"_id": "JPM20233918", "title": "JPM Risk reporting", "text": "(f)The country rankings presented in the table as of December 31, 2022, are based on the country rankings of the corresponding exposures at December 31, 2023, not actual rankings of such exposures at December 31, 2022."}
-{"_id": "JPM20233922", "title": "JPM CLIMATE RISK MANAGEMENT", "text": "Climate risk is the risk associated with the impacts of climate change on the Firm\u2019s clients, customers, operations and business strategy. Climate change is viewed as a driver of risk that may impact existing types of risks managed by the Firm. Climate risk is categorized into physical risk and transition risk."}
-{"_id": "JPM20233923", "title": "JPM CLIMATE RISK MANAGEMENT", "text": "Physical risk refers to economic costs and financial loss associated with a changing climate. Acute physical risk drivers include the increased frequency or severity of climate and weather events, such as floods, wildfires and tropical cyclones. Chronic physical risk drivers include more gradual shifts in the climate, such as sea level rise, persistent changes in precipitation levels and increases in average ambient temperatures."}
-{"_id": "JPM20233924", "title": "JPM CLIMATE RISK MANAGEMENT", "text": "Transition risk refers to the financial and economic implications associated with a societal adjustment to a low-carbon economy. Transition risk drivers include possible changes in public policy, adoption of new technologies and shifts in consumer preferences. Transition risks may also be influenced by changes in the physical climate."}
-{"_id": "JPM20233926", "title": "JPM Organization and management", "text": "The Firm has a Climate Risk Management function that is responsible for establishing and maintaining the Firmwide framework and strategy for managing climate risks that may impact the Firm. The Climate Risk Management function engages across the Firm to help integrate climate risk considerations into existing risk management frameworks, as appropriate."}
-{"_id": "JPM20233930", "title": "JPM Organization and management", "text": "Other responsibilities of Climate Risk Management include: \u2022Setting policies, standards, procedures and processes to support identification, escalation, monitoring and management of climate risk across the Firm \u2022Developing metrics, scenarios and stress testing mechanisms designed to assess the range of potential climate-related financial and economic impacts to the Firm \u2022Establishing a Firmwide climate risk data strategy and the supporting climate risk technology infrastructure"}
-{"_id": "JPM20233931", "title": "JPM Organization and management", "text": "The LOBs and Corporate are responsible for the identification, assessment and management of climate risks present in their business activities and for adherence to applicable climate-related laws, rules and regulations."}
-{"_id": "JPM20233933", "title": "JPM Governance and oversight", "text": "The Firm\u2019s approach to managing climate risk is consistent with the Firm\u2019s risk governance structure. The LOBs and Corporate are responsible for integrating climate risk management into existing governance frameworks, or creating new governance frameworks, as appropriate."}
-{"_id": "JPM20233934", "title": "JPM Governance and oversight", "text": "The LOBs, Corporate and Climate Risk Management are responsible for providing the Board Risk Committee with information on significant climate risks and climate-related initiatives, as appropriate."}
-{"_id": "JPM20233937", "title": "JPM OPERATIONAL RISK MANAGEMENT", "text": "Operational risk is the risk of an adverse outcome resulting from inadequate or failed internal processes or systems; human factors; or external events impacting the Firm\u2019s processes or systems. Operational Risk includes compliance, conduct, legal, and estimations and model risk. Operational risk is inherent in the Firm\u2019s activities and can manifest itself in various ways, including fraudulent acts, business disruptions (including those caused by extraordinary events beyond the Firm's control), cyber attacks, inappropriate employee behavior, failure to comply with applicable laws, rules and regulations or failure of vendors or other third party providers to perform in accordance with their agreements. Operational Risk Management attempts to manage operational risk at appropriate levels in light of the Firm\u2019s financial position, the characteristics of its businesses, and the markets and regulatory environments in which it operates."}
-{"_id": "JPM20233939", "title": "JPM Operational Risk Management Framework", "text": "The Firm\u2019s Compliance, Conduct, and Operational Risk (\u201cCCOR\u201d) Management Framework is designed to enable the Firm to govern, identify, measure, monitor and test, manage and report on the Firm\u2019s operational risk."}
-{"_id": "JPM20233941", "title": "JPM Operational Risk Governance", "text": "The LOBs and Corporate are responsible for the management of operational risk. The Control Management Organization, which consists of control managers within each LOB and Corporate, is responsible for the day-to-day execution of the CCOR Framework."}
-{"_id": "JPM20233942", "title": "JPM Operational Risk Governance", "text": "The Firm\u2019s Global Chief Compliance Officer (\u201cCCO\u201d) and FRE for Operational Risk and Qualitative Risk Appetite is responsible for defining the CCOR Management Framework and establishing the minimum standards for its execution. The LOB and Corporate aligned CCOR Lead Officers report to the Global CCO and FRE for Operational Risk and Qualitative Risk Appetite and are independent of the respective businesses or functions they oversee. The CCOR Management Framework is included in the Risk Governance and Oversight Policy that is reviewed and approved by the Board Risk Committee periodically."}
-{"_id": "JPM20233944", "title": "JPM Operational Risk Identification", "text": "The Firm utilizes a structured risk and control self-assessment process that is executed by the LOBs and Corporate. As part of this process, the LOBs and Corporate evaluate the effectiveness of their respective control environment to assess circumstances in which controls have failed, and to determine where remediation efforts may be required. The Firm\u2019s Operational Risk and Compliance organization (\u201cOperational Risk and Compliance\u201d) provides oversight of and challenge to these evaluations and may also perform independent assessments of significant operational risk events and areas of concentrated or emerging risk."}
-{"_id": "JPM20233946", "title": "JPM Operational Risk Measurement", "text": "Operational Risk and Compliance performs an independent assessment of the operational risks inherent within the LOBs and Corporate, which includes evaluating the effectiveness of the control environments and reporting the results to senior management."}
-{"_id": "JPM20233947", "title": "JPM Operational Risk Measurement", "text": "In addition, Operational Risk and Compliance assesses operational risks through quantitative means, including operational risk-based capital and estimation of operational risk losses under both baseline and stressed conditions."}
-{"_id": "JPM20233948", "title": "JPM Operational Risk Measurement", "text": "The primary component of the operational risk-based capital estimate is the Loss Distribution Approach (\u201cLDA\u201d) statistical model, which simulates the projected frequency and severity of operational risk losses based on historical data. The LDA model is used to estimate an aggregate operational risk loss over a one-year time horizon, at a 99.9% confidence level. The LDA model incorporates actual internal operational risk losses in the quarter following the period in which those losses were realized, and the calculation generally continues to reflect such losses even after the issues or business activities giving rise to the losses have been remediated or reduced."}
-{"_id": "JPM20233949", "title": "JPM Operational Risk Measurement", "text": "As required under the Basel III capital framework, the Firm\u2019s operational risk capital methodology, which uses the Advanced Measurement Approach (\u201cAMA\u201d), incorporates internal and external losses as well as management\u2019s view of tail risk captured through operational risk scenario analysis, and evaluation of key business environment and internal control metrics. The Firm does not reflect the impact of insurance in its AMA estimate of operational risk capital."}
-{"_id": "JPM20233950", "title": "JPM Operational Risk Measurement", "text": "The Firm considers the impact of stressed economic conditions on operational risk losses and develops a forward looking view of material operational risk events that may occur in a stressed environment. The Firm\u2019s operational risk stress testing framework is utilized in calculating results for the Firm\u2019s CCAR and other stress testing processes."}
-{"_id": "JPM20233951", "title": "JPM Operational Risk Measurement", "text": "Refer to Capital Risk Management on pages 91-101 for information related to operational risk RWA, and CCAR."}
-{"_id": "JPM20233953", "title": "JPM Operational Risk Monitoring and testing", "text": "The results of risk assessments performed by Operational Risk and Compliance are used in connection with their independent monitoring and testing compliance of the LOBs and Corporate with laws, rules and regulations. Through monitoring and testing, Operational Risk and Compliance independently identify areas of heightened operational risk and tests the effectiveness of controls within the LOBs and Corporate."}
-{"_id": "JPM20233957", "title": "JPM Management of Operational Risk", "text": "The operational risk areas or issues identified through monitoring and testing are escalated to the LOBs and Corporate to be remediated through action plans, as needed, to mitigate operational risk. Operational Risk and Compliance may advise the LOBs and Corporate in the development and implementation of action plans."}
-{"_id": "JPM20233959", "title": "JPM Operational Risk Reporting", "text": "All employees of the Firm are expected to escalate risks appropriately. Risks identified by Operational Risk and Compliance are escalated to the appropriate LOB and Corporate Control Committees, as needed. Operational Risk and Compliance has established standards designed to ensure that consistent operational risk reporting and operational risk reports are produced on a Firmwide basis as well as by the LOBs and Corporate. Reporting includes the evaluation of key risk and performance indicators against established thresholds as well as the assessment of different types of operational risk against stated risk appetite. The standards establish escalation protocols to senior management and to the Board of Directors."}
-{"_id": "JPM20233961", "title": "JPM Insurance", "text": "One of the ways in which operational risk may be mitigated is through insurance maintained by the Firm. The Firm purchases insurance from commercial insurers and maintains a wholly-owned captive insurer, Park Assurance Company. Insurance may also be required by third parties with whom the Firm does business."}
-{"_id": "JPM20233963", "title": "JPM Subcategories and examples of operational risks", "text": "Operational risk can manifest itself in various ways. Operational risk subcategories include Compliance risk, Conduct risk, Legal risk, and Estimations and Model risk. Refer to pages 151, 152, 153 and 154, respectively for more information on Compliance, Conduct, Legal, and Estimations and Model risk. Details on other select examples of operational risks such as business and technology resiliency, payment fraud and third-party outsourcing, as well as cybersecurity, are provided below."}
-{"_id": "JPM20233965", "title": "JPM War in Ukraine and Sanctions", "text": "In response to the war in Ukraine, numerous financial and economic sanctions have been imposed on Russia and Russia-associated entities and individuals by various governments around the world, including the authorities in the U.S., U.K. and EU. These sanctions are complex and continue to evolve. The Firm continues to face increased operational and other risks associated with addressing these complex compliance-related matters. To manage this increased risk, the Firm has implemented controls reasonably designed to mitigate the risk of non-compliance and to prevent dealing with sanctioned persons or in property subject to sanctions, as well as to block or restrict payments as required by the applicable regulations."}
-{"_id": "JPM20233967", "title": "JPM Business and technology resiliency risk", "text": "Disruptions can occur due to forces beyond the Firm\u2019s control such as the spread of infectious diseases or pandemics, severe weather, natural disasters, the effects of climate change, power or telecommunications loss, failure of a third party to provide expected services, cyberattacks, civil or political unrest or terrorism. The Firmwide Business Resiliency Program is designed to enable the Firm to prepare for, adapt to, withstand and recover from business disruptions including occurrence of extraordinary events beyond its control that may impact critical business functions and supporting assets including staff, technology, facilities and third parties. The program includes governance, awareness training, planning and testing of recovery strategies, as well as strategic and tactical initiatives to identify, assess, and manage business resiliency risks. The program is required to be managed in accordance with the Firm\u2019s overall approach to Operational Risk Management, including alignment with technology, cybersecurity, data, physical security, crisis management, real estate and outsourcing programs."}
-{"_id": "JPM20233969", "title": "JPM Payment fraud risk", "text": "Payment fraud risk is the risk of external and internal parties unlawfully obtaining personal monetary benefit through misdirected or otherwise improper payment. The Firm employs various controls for managing payment fraud risk as well as providing employee and client education and awareness trainings."}
-{"_id": "JPM20233971", "title": "JPM Third-party outsourcing risk", "text": "The Firm\u2018s Third-Party Oversight (\u201cTPO\u201d) and Inter-affiliates Oversight (\u201cIAO\u201d) frameworks assist the LOBs and Corporate in selecting, documenting, onboarding, monitoring and managing their supplier relationships including services provided by affiliates. The objectives of the TPO framework are to hold suppliers and other third parties to an appropriate standard of operational performance and to mitigate key risks, including data loss and business disruptions. The Corporate Third-Party Oversight group is responsible for Firmwide training, monitoring, reporting and standards with respect to third-party outsourcing risks."}
-{"_id": "JPM20233974", "title": "JPM Cybersecurity risk", "text": "Cybersecurity risk is the risk of harm or loss resulting from misuse or abuse of technology or the unauthorized disclosure of data."}
-{"_id": "JPM20233976", "title": "JPM Overview", "text": "Cybersecurity risk is an important and continuously evolving focus for the Firm. Significant resources are devoted to protecting and enhancing the security of computer systems, software, networks, storage devices, and other technology. The Firm\u2019s security efforts are designed to protect against, among other things, cybersecurity attacks that can result in unauthorized access to confidential information, the destruction of data, disruptions to or degradations of service, the sabotaging of systems or other damage."}
-{"_id": "JPM20233977", "title": "JPM Overview", "text": "The Firm has experienced, and expects that it will continue to experience, a higher volume and complexity of cyber attacks against the backdrop of heightened geopolitical tensions. The Firm has implemented measures and controls reasonably designed to address this evolving environment, including enhanced threat monitoring. In addition, the Firm continues to review and enhance its capabilities to address associated risks, such as those relating to the management of administrative access to systems."}
-{"_id": "JPM20233978", "title": "JPM Overview", "text": "Third parties with which the Firm does business, that facilitate the Firm\u2019s business activities (e.g., vendors, supply chain, exchanges, clearing houses, central depositories, and financial intermediaries) or that the Firm has acquired are also sources of cybersecurity risk to the Firm. Third party incidents such as system breakdowns or failures, misconduct by the employees of such parties, or cyber attacks, including ransomware and supply-chain compromises, could have a material adverse effect on the Firm, including in circumstances in which an affected third party is unable to deliver a product or service to the Firm or where the incident delivers compromised software to the Firm or results in lost or compromised information of the Firm or its clients or customers."}
-{"_id": "JPM20233979", "title": "JPM Overview", "text": "Clients and customers are also sources of cybersecurity risk to the Firm and its information assets, particularly when their activities and systems are beyond the Firm\u2019s own security and control systems. The Firm engages in periodic discussions with its clients, customers and other external parties concerning cybersecurity risks including opportunities to improve cybersecurity."}
-{"_id": "JPM20233980", "title": "JPM Overview", "text": "Risks from cybersecurity threats, including any previous cybersecurity events, have not materially affected the Firm or its business strategy, results of operations or financial condition. Notwithstanding the comprehensive approach that the Firm takes to address cybersecurity risk, the Firm may not be successful in preventing or mitigating a future cybersecurity incident that could have a material adverse effect on the Firm or its business strategy, results of operations or financial condition."}
-{"_id": "JPM20233982", "title": "JPM Organization and management", "text": "The Global Chief Information Security Officer (\u201cCISO\u201d) reports to the Global Chief Information Officer, and is a member of key cybersecurity governance forums. The CISO leads the Global Cybersecurity and Technology Controls organization, which is responsible for identifying technology and cybersecurity risks and for implementing and maintaining controls to manage cybersecurity threats. The CISO is responsible for the Firm\u2019s Information Security Program, which is designed to prevent, detect and respond to cyber attacks in order to help safeguard the confidentiality, integrity and availability of the Firm's infrastructure, resources and information. The program includes managing the Firm\u2019s global cybersecurity operations centers, providing training, conducting cybersecurity event simulation exercises, implementing the Firm\u2019s policies and standards relating to technology risk and cybersecurity management, and enhancing, as needed, the Firm\u2019s cybersecurity capabilities."}
-{"_id": "JPM20233983", "title": "JPM Organization and management", "text": "The Firm\u2019s Information Security Program includes the following functions:"}
-{"_id": "JPM20233984", "title": "JPM Organization and management", "text": "Cyber Operations, which is responsible for implementing and maintaining controls designed to detect and defend the Firm against cyber attacks, and includes a dedicated function for incident response and ongoing monitoring for cybersecurity threats and vulnerabilities, including those among the Firm\u2019s third-party suppliers."}
-{"_id": "JPM20233985", "title": "JPM Organization and management", "text": "Technology Governance, Risk & Controls, which is responsible for operationalizing technology risk and control frameworks, analyzing regulatory developments that may impact the Firm, and developing control catalogs and assessments of controls, as well as overseeing governance and reporting of technology and cybersecurity risk."}
-{"_id": "JPM20233986", "title": "JPM Organization and management", "text": "Security Awareness, which provides awareness and training that reinforces information risk and security management practices and compliance with the Firm's policies, standards and practices. The training is mandatory for all employees globally on a periodic basis, and it is supplemented by Firmwide testing initiatives, including periodic phishing tests. The Firm also provides specialized security training to employees in specific roles, such as application developers. The Firm\u2019s Global Privacy Program requires all employees to take periodic training on data privacy that focuses on confidentiality and security, as well as responding to unauthorized access to or use of information."}
-{"_id": "JPM20233987", "title": "JPM Organization and management", "text": "Technology Resiliency, which establishes control requirements for planning and testing the prioritized recovery of technology services in the event of degradation or outage, including incident response planning, data backup and retention, and recovery readiness in support of the Firmwide Business Resiliency Program and operational risk management practices."}
-{"_id": "JPM20233990", "title": "JPM Management\u2019s discussion and analysis", "text": "The Firm has a cybersecurity incident response plan designed to enable the Firm to respond to attempted cybersecurity incidents, coordinate as appropriate with law enforcement and other government agencies, notify clients and customers, as applicable, and recover from such incidents. In addition, the Firm actively partners with appropriate government and law enforcement agencies and peer industry forums, participating in discussions and simulations to assist in understanding the full spectrum of cybersecurity risks and in enhancing defenses and improving resiliency in the Firm\u2019s operating environment."}
-{"_id": "JPM20233992", "title": "JPM Governance and oversight", "text": "The governance structure for the Global Cybersecurity and Technology Controls organization is designed to appropriately identify, escalate and mitigate cybersecurity risks. Cybersecurity risk management and its governance and oversight are integrated into the Firm\u2019s operational risk management framework, including through the escalation of key risk and control issues to management and the development of risk mitigation plans for heightened risk and control issues. IRM independently assesses and challenges the activities and risk management practices of the Global Cybersecurity and Technology Controls organization related to the identification, assessment, measurement and mitigation of cybersecurity risk. As needed, the Firm engages third-party assessors or auditing firms with industry-recognized expertise on cybersecurity matters to review specific aspects of the Firm\u2019s cybersecurity risk management framework, processes and controls."}
-{"_id": "JPM20233993", "title": "JPM Governance and oversight", "text": "The governance and oversight for cybersecurity risk management includes governance forums that inform management of key areas of concern regarding the prevention, detection, mitigation and remediation of cybersecurity risks."}
-{"_id": "JPM20233994", "title": "JPM Governance and oversight", "text": "The Cybersecurity and Technology Controls Operating Committee (\u201cCTOC\u201d) is the principal management committee that oversees the Firm\u2019s assessment and management of cybersecurity risk, including oversight of the implementation and maintenance of appropriate controls in support of the Firm\u2019s Information Security Program. The membership of the CTOC includes senior representatives from the Global Cybersecurity and Technology Controls organization and relevant corporate functions, including IRM and Internal Audit. CTOC members have extensive experience and qualifications in various technology and information security disciplines, including relevant experience at the Firm, at other financial services companies or in other highly-regulated industries."}
-{"_id": "JPM20233995", "title": "JPM Governance and oversight", "text": "The CTOC escalates key operational risk and control issues, as appropriate, to the Global Technology Operating Committee (\u201cGTOC\u201d) or its business control committee or to the appropriate LOB and Corporate Control Committees. The GTOC is responsible for the governance of the Firmwide Global Technology organization, including oversight of Firmwide technology strategies, the delivery of technology and technology operations, the effective use of information technology resources, and monitoring and resolving key operational risk and control matters arising in the Global Technology organization."}
-{"_id": "JPM20233996", "title": "JPM Governance and oversight", "text": "As part of its oversight of management\u2019s implementation and maintenance of the Firm\u2019s risk management framework, the Firm\u2019s Board of Directors receives periodic updates from the CIO, the CISO and senior members of the CTOC concerning cybersecurity matters. These updates generally include information regarding cybersecurity and technology developments, the Firm\u2019s Information Security Program and recommended changes to that program, cybersecurity policies and practices, and ongoing initiatives to improve information security, as well as any significant cybersecurity incidents and the Firm's efforts to address those incidents. The Audit Committee and the Risk Committee assist the Board in this oversight."}
-{"_id": "JPM20233999", "title": "JPM COMPLIANCE RISK MANAGEMENT", "text": "Compliance risk, a subcategory of operational risk, is the risk of failing to comply with laws, rules, regulations or codes of conduct and standards of self-regulatory organizations."}
-{"_id": "JPM20234001", "title": "JPM Overview", "text": "Each of the LOBs and Corporate hold primary ownership of and accountability for managing their compliance risk. The Firm\u2019s Operational Risk and Compliance Organization (\u201cOperational Risk and Compliance\u201d), which is independent of the LOBs and Corporate, provides independent review, monitoring and oversight of business operations with a focus on compliance with the laws, rules, and regulations applicable to the delivery of the Firm\u2019s products and services to clients and customers."}
-{"_id": "JPM20234002", "title": "JPM Overview", "text": "These compliance risks relate to a wide variety of laws, rules and regulations across the LOBs and Corporate, and jurisdictions, and include risks related to financial products and services, relationships and interactions with clients and customers, and employee activities. For example, compliance risks include those associated with anti-money laundering compliance, trading activities, market conduct, and complying with the laws, rules, and regulations related to the offering of products and services across jurisdictional borders. Compliance risk is also inherent in the Firm\u2019s fiduciary activities, including the failure to exercise the applicable standard of care to act in the best interest of fiduciary clients and customers or to treat fiduciary clients and customers fairly."}
-{"_id": "JPM20234003", "title": "JPM Overview", "text": "Other functions provide oversight of significant regulatory obligations that are specific to their respective areas of responsibility."}
-{"_id": "JPM20234004", "title": "JPM Overview", "text": "Operational Risk and Compliance implements policies and standards designed to govern, identify, measure, monitor and test, manage, and report on compliance risk."}
-{"_id": "JPM20234006", "title": "JPM Governance and oversight", "text": "Operational Risk and Compliance is led by the Firm\u2019s Global CCO and FRE for Operational Risk and Qualitative Risk Appetite."}
-{"_id": "JPM20234007", "title": "JPM Governance and oversight", "text": "The Firm maintains oversight and coordination of its compliance risk through the CCOR Management Framework. The Firm\u2019s Global CCO and FRE for Operational Risk and Qualitative Risk Appetite also provides regular updates to the Board Risk Committee and the Audit Committee on significant compliance risk issues, as appropriate."}
-{"_id": "JPM20234009", "title": "JPM Code of Conduct", "text": "The Firm has a Code of Conduct (the \u201cCode\u201d) that sets forth the Firm\u2019s expectation that employees will conduct themselves with integrity, at all times. The Code provides the principles that help govern employee conduct with clients, customers, suppliers, vendors, shareholders, regulators, other employees, as well as with the markets and communities in which the Firm operates. The Code requires employees to promptly report any potential or actual violation of the Code, any Firm policy, or any law or regulation applicable to the Firm\u2019s business. It also requires employees to report any illegal or unethical conduct, or conduct that violates the underlying principles of the Code, by any of the Firm\u2019s employees, consultants, clients, customers, suppliers, contract or temporary workers, or business partners or agents. Training is assigned to newly hired employees upon joining the Firm, and to current employees periodically thereafter. Employees are required to affirm their compliance with the Code annually."}
-{"_id": "JPM20234010", "title": "JPM Code of Conduct", "text": "Employees can report any potential or actual violations of the Code through the Firm\u2019s Conduct Hotline (the \u201cHotline\u201d) by phone or the internet. The Hotline is anonymous, where permitted by law, and is available at all times globally, with translation services and is administered by an outside service provider. The Code prohibits retaliation against anyone who raises an issue or concern in good faith or assists with an inquiry or investigation. Periodically, the Audit Committee receives reports on the Code of Conduct program."}
-{"_id": "JPM20234014", "title": "JPM CONDUCT RISK MANAGEMENT", "text": "Conduct risk, a subcategory of operational risk, is the risk that any action or misconduct by an employee could lead to unfair client or customer outcomes, impact the integrity of the markets in which the Firm operates, harm employees or the Firm, or compromise the Firm\u2019s reputation."}
-{"_id": "JPM20234016", "title": "JPM Overview", "text": "Each LOB and Corporate is accountable for identifying and managing its conduct risk to provide appropriate engagement, ownership and sustainability of a culture consistent with the Firm\u2019s Business Principles. The Business Principles serve as a guide for how employees are expected to conduct themselves. With the Business Principles serving as a guide, the Firm\u2019s Code sets out the Firm\u2019s expectations for each employee and provides information and resources to help employees conduct business ethically and in compliance with applicable laws, rules and regulations everywhere the Firm operates. Refer to Compliance Risk Management on page 151 for further discussion of the Code."}
-{"_id": "JPM20234018", "title": "JPM Governance and oversight", "text": "The Firm maintains oversight and coordination of its conduct risk through the CCOR Management Framework."}
-{"_id": "JPM20234019", "title": "JPM Governance and oversight", "text": "The Firm has a senior forum that provides oversight of the Firm\u2019s conduct initiatives to develop a more holistic view of conduct risks and to connect key programs across the Firm in order to identify opportunities and emerging areas of focus. This forum is responsible for setting overall program direction for strategic enhancements to the Firm's employee conduct framework and reviewing the consolidated Firmwide Conduct Risk Appetite Assessment."}
-{"_id": "JPM20234020", "title": "JPM Governance and oversight", "text": "Conduct risk management encompasses various aspects of people management practices throughout the employee life cycle, including recruiting, onboarding, training and development, performance management, promotion and compensation processes. Each LOB, Treasury and CIO, and each designated corporate function completes an assessment of conduct risk periodically, reviews metrics and issues which may involve conduct risk, and provides conduct education as appropriate."}
-{"_id": "JPM20234023", "title": "JPM LEGAL RISK MANAGEMENT", "text": "Legal risk, a subcategory of operational risk, is the risk of loss primarily caused by the actual or alleged failure to meet legal obligations that arise from the rule of law in jurisdictions in which the Firm operates, agreements with clients and customers, and products and services offered by the Firm."}
-{"_id": "JPM20234032", "title": "JPM Overview", "text": "The global Legal function (\u201cLegal\u201d) provides legal services and advice to the Firm. Legal is responsible for managing the Firm\u2019s exposure to legal risk by: \u2022managing actual and potential litigation and enforcement matters, including internal reviews and investigations related to such matters \u2022advising on products and services, including contract negotiation and documentation \u2022advising on offering and marketing documents and new business initiatives \u2022managing dispute resolution \u2022interpreting existing laws, rules and regulations, and advising on changes to them \u2022advising on advocacy in connection with contemplated and proposed laws, rules and regulations, and \u2022providing legal advice to the LOBs, Corporate and the Board."}
-{"_id": "JPM20234033", "title": "JPM Overview", "text": "Legal selects, engages and manages outside counsel for the Firm on all matters in which outside counsel is engaged. In addition, Legal advises the Firm\u2019s Conflicts Office which reviews the Firm\u2019s wholesale transactions that may have the potential to create conflicts of interest for the Firm."}
-{"_id": "JPM20234035", "title": "JPM Governance and oversight", "text": "The Firm\u2019s General Counsel reports to the CEO and is a member of the Operating Committee, the Firmwide Risk Committee and the Firmwide Control Committee. The Firm\u2019s General Counsel and other members of Legal report on significant legal matters to the Firm\u2019s Board of Directors and to the Audit Committee."}
-{"_id": "JPM20234036", "title": "JPM Governance and oversight", "text": "Legal serves on and advises various committees and advises the Firm\u2019s LOBs and Corporate on potential reputation risk issues."}
-{"_id": "JPM20234040", "title": "JPM ESTIMATIONS AND MODEL RISK MANAGEMENT", "text": "Estimations and Model risk, a subcategory of operational risk, is the potential for adverse consequences from decisions based on incorrect or misused estimation outputs."}
-{"_id": "JPM20234041", "title": "JPM ESTIMATIONS AND MODEL RISK MANAGEMENT", "text": "The Firm uses models and other analytical and judgment-based estimations across various businesses and functions. The estimation methods are of varying levels of sophistication and are used for many purposes, such as the valuation of positions and measurement of risk, assessing regulatory capital requirements, conducting stress testing, evaluating the allowance for credit losses and making business decisions. A dedicated independent function, Model Risk Governance and Review (\u201cMRGR\u201d), defines and governs the Firm\u2019s policies relating to the management of model risk and risks associated with certain analytical and judgment-based estimations, such as those used in risk management, budget forecasting and capital planning and analysis."}
-{"_id": "JPM20234042", "title": "JPM ESTIMATIONS AND MODEL RISK MANAGEMENT", "text": "The governance of analytical and judgment-based estimations within MRGR\u2019s scope follows a consistent approach which is used for models, as described in detail below."}
-{"_id": "JPM20234043", "title": "JPM ESTIMATIONS AND MODEL RISK MANAGEMENT", "text": "Model risks are owned by the users of the models within the LOBs and Corporate based on the specific purposes of such models. Users and developers of models are responsible for developing, implementing and testing their models, as well as referring models to MRGR for review and approval. Once models have been approved, model users and developers are responsible for maintaining a robust operating environment, and must monitor and evaluate the performance of the models on an ongoing basis. Model users and developers may seek to enhance models in response to changes in the relevant portfolios and in product and market developments, as well as to capture improvements in available modeling techniques and systems capabilities."}
-{"_id": "JPM20234044", "title": "JPM ESTIMATIONS AND MODEL RISK MANAGEMENT", "text": "Models are tiered based on an internal standard according to their complexity, the exposure associated with the model and the Firm\u2019s reliance on the model. This tiering is subject to the approval of MRGR. In its review of a model, MRGR considers whether the model is suitable for the specific purposes for which it will be used. When reviewing a model, MRGR analyzes and challenges the model methodology and the reasonableness of model assumptions, and may perform or require additional testing, including back-testing of model outcomes. Model reviews are approved by the appropriate level of management within MRGR based on the relevant model tier."}
-{"_id": "JPM20234045", "title": "JPM ESTIMATIONS AND MODEL RISK MANAGEMENT", "text": "Under the Firm\u2019s Estimations and Model Risk Management Policy, MRGR reviews and approves new models, as well as material changes to existing models, prior to their use. In certain circumstances, exceptions may be granted to the Firm\u2019s policy to allow a model to be used prior to review or approval. MRGR may also require the user to take appropriate actions to mitigate the model risk if it is to be used in the interim. These actions will depend on the model and may include, for example, limitation of trading activity."}
-{"_id": "JPM20234046", "title": "JPM ESTIMATIONS AND MODEL RISK MANAGEMENT", "text": "While models are inherently imprecise, the degree of imprecision or uncertainty can be heightened by the market or economic environment. This is particularly true when the current and forecasted environments are significantly different from the historical environments upon which the models were developed. This increased uncertainty may necessitate a greater degree of judgment and analytics to inform any adjustments that the Firm may make to model outputs than would otherwise be the case. In addition, the Firm may experience increased uncertainty in its estimates if assets acquired differ from those used to develop the models."}
-{"_id": "JPM20234047", "title": "JPM ESTIMATIONS AND MODEL RISK MANAGEMENT", "text": "Refer to Critical Accounting Estimates Used by the Firm on pages 155\u2013158 and Note 2 for a summary of model-based valuations and other valuation techniques."}
-{"_id": "JPM20234050", "title": "JPM CRITICAL ACCOUNTING ESTIMATES USED BY THE FIRM", "text": "JPMorgan Chase\u2019s accounting policies and use of estimates are integral to understanding its reported results. The Firm\u2019s most complex accounting estimates require management\u2019s judgment to ascertain the appropriate carrying value of assets and liabilities. The Firm has established policies and control procedures intended to ensure that estimation methods, including any judgments made as part of such methods, are well-controlled, independently reviewed and applied consistently from period to period. The methods used and judgments made reflect, among other factors, the nature of the assets or liabilities and the related business and risk management strategies, which may vary across the Firm\u2019s businesses and portfolios. In addition, the policies and procedures are intended to ensure that the process for changing methodologies occurs in an appropriate manner. The Firm believes its estimates for determining the carrying value of its assets and liabilities are appropriate. The following is a brief description of the Firm\u2019s critical accounting estimates involving significant judgments."}
-{"_id": "JPM20234055", "title": "JPM Allowance for credit losses", "text": "The Firm\u2019s allowance for credit losses represents management\u2019s estimate of expected credit losses over the remaining expected life of the Firm\u2019s financial assets measured at amortized cost and certain off-balance sheet lending-related commitments. The allowance for credit losses generally comprises: \u2022The allowance for loan losses, which covers the Firm\u2019s retained loan portfolios (scored and risk-rated), \u2022The allowance for lending-related commitments and \u2022The allowance for credit losses on investment securities."}
-{"_id": "JPM20234056", "title": "JPM Allowance for credit losses", "text": "The allowance for credit losses involves significant judgment on a number of matters including development and weighting of macroeconomic forecasts, incorporation of historical loss experience, assessment of risk characteristics, assignment of risk ratings, valuation of collateral, and the determination of remaining expected life. Refer to Note 10 and Note 13 for further information on these judgments as well as the Firm\u2019s policies and methodologies used to determine the Firm\u2019s allowance for credit losses."}
-{"_id": "JPM20234059", "title": "JPM Allowance for credit losses", "text": "One of the most significant judgments involved in estimating the Firm\u2019s allowance for credit losses relates to the macroeconomic forecasts used to estimate credit losses over the eight-quarter forecast period within the Firm\u2019s methodology. The eight-quarter forecast incorporates hundreds of macroeconomic variables (\u201cMEVs\u201d) that are relevant for exposures across the Firm, with modeled credit losses being driven primarily by a subset of less than twenty variables. The specific variables that have the greatest effect on the modeled losses of each portfolio vary by portfolio and geography. \u2022Key MEVs for the consumer portfolio include regional U.S. unemployment rates and U.S. HPI. \u2022Key MEVs for the wholesale portfolio include U.S. unemployment, U.S. real GDP, U.S. equity prices, U.S. interest rates, U.S. corporate credit spreads, oil prices, U.S. commercial real estate prices and U.S. HPI."}
-{"_id": "JPM20234060", "title": "JPM Allowance for credit losses", "text": "Changes in the Firm\u2019s assumptions and forecasts of economic conditions could significantly affect its estimate of expected credit losses in the portfolio at the balance sheet date or lead to significant changes in the estimate from one reporting period to the next."}
-{"_id": "JPM20234061", "title": "JPM Allowance for credit losses", "text": "As a result of the First Republic acquisition, the Firm recorded an allowance for credit losses for the loans acquired and lending-related commitments assumed as of May 1, 2023. Given the differences in risk rating methodologies for the First Republic portfolio, and the ongoing integration of products and systems, the allowance for credit losses for the acquired wholesale portfolio was measured based on other facilities underwritten by the Firm with similar risk characteristics and not based on modeled estimates. As such, the First Republic wholesale portfolio is excluded from the modeled estimates sensitivity analysis below. The allowance for credit losses for predominantly all of the consumer portfolio was measured using the Firm\u2019s modeled approach, as the consumer portfolio is predominantly residential real estate that has more commonly defined risk characteristics including loan to value ratio and credit score, and therefore is reflected in the sensitivity analysis below. Refer to Note 34 for additional information on the First Republic acquisition."}
-{"_id": "JPM20234062", "title": "JPM Allowance for credit losses", "text": "It is difficult to estimate how potential changes in any one factor or input might affect the overall allowance for credit losses because management considers a wide variety of factors and inputs in estimating the allowance for credit losses. Changes in the factors and inputs considered may not occur at the same rate and may not be consistent across all geographies or product types, and changes in factors and inputs may be directionally inconsistent, such that improvement in one factor or input may offset deterioration in others."}
-{"_id": "JPM20234063", "title": "JPM Allowance for credit losses", "text": "To consider the impact of a hypothetical alternate macroeconomic forecast, the Firm compared the modeled credit losses determined using its central and relative adverse macroeconomic scenarios, which are two of the five scenarios considered in estimating the allowances for loan losses and lending-related commitments. The central and relative adverse scenarios each included a full suite of MEVs, but differed in the levels, paths and peaks/troughs of those variables over the eight-quarter forecast period."}
-{"_id": "JPM20234064", "title": "JPM Allowance for credit losses", "text": "For example, compared to the Firm\u2019s central scenario shown on page 131 and in Note 13, the Firm\u2019s relative adverse scenario assumes an elevated U.S. unemployment rate, averaging approximately 2.1% higher over the eight-quarter forecast, with a peak difference of approximately 2.7% in the fourth quarter of 2024; lower U.S. real GDP with a slower recovery, remaining nearly 3.3% lower at the end of the eight-quarter forecast, with a peak difference of"}
-{"_id": "JPM20234067", "title": "JPM Management\u2019s discussion and analysis", "text": "approximately 3.9% in the fourth quarter of 2024; and lower HPI with a peak difference of approximately 17.9% in the third quarter of 2025."}
-{"_id": "JPM20234071", "title": "JPM Management\u2019s discussion and analysis", "text": "This analysis is not intended to estimate expected future changes in the allowance for credit losses, for a number of reasons, including: \u2022The allowance as of December 31, 2023, reflects credit losses beyond those estimated under the central scenario due to the weight placed on the adverse scenarios. \u2022The impacts of changes in many MEVs are both interrelated and nonlinear, so the results of this analysis cannot be simply extrapolated for more severe changes in macroeconomic variables. \u2022Expectations of future changes in portfolio composition and borrower behavior can significantly affect the allowance for credit losses."}
-{"_id": "JPM20234075", "title": "JPM Management\u2019s discussion and analysis", "text": "To demonstrate the sensitivity of credit loss estimates to macroeconomic forecasts as of December 31, 2023, the Firm compared the modeled estimates under its relative adverse scenario to its central scenario. Without considering offsetting or correlated effects in other qualitative components of the Firm\u2019s allowance for credit losses, the comparison between these two scenarios for the exposures below reflect the following differences: \u2022An increase of approximately $850 million for residential real estate loans and lending-related commitments \u2022An increase of approximately $3.1 billion for credit card loans \u2022An increase of approximately $3.9 billion for wholesale loans and lending-related commitments"}
-{"_id": "JPM20234076", "title": "JPM Management\u2019s discussion and analysis", "text": "This analysis relates only to the modeled credit loss estimates and is not intended to estimate changes in the overall allowance for credit losses as it does not reflect any potential changes in other adjustments to the quantitative calculation, which would also be influenced by the judgment management applies to the modeled lifetime loss estimates to reflect the uncertainty and imprecision of these modeled lifetime loss estimates based on then-current circumstances and conditions."}
-{"_id": "JPM20234077", "title": "JPM Management\u2019s discussion and analysis", "text": "Recognizing that forecasts of macroeconomic conditions are inherently uncertain, the Firm believes that its process to consider the available information and associated risks and uncertainties is appropriately governed and that its estimates of expected credit losses were reasonable and appropriate for the period ended December 31, 2023."}
-{"_id": "JPM20234079", "title": "JPM Fair value", "text": "JPMorgan Chase carries a portion of its assets and liabilities at fair value. The majority of such assets and liabilities are measured at fair value on a recurring basis, including derivatives, structured note products and certain securities financing agreements. Certain assets and liabilities are measured at fair value on a nonrecurring basis, including certain mortgage, home equity and other loans, where the carrying value is based on the fair value of the underlying collateral."}
-{"_id": "JPM20234098", "title": "JPM Assets measured at fair value", "text": "The following table includes the Firm\u2019s assets measured at fair value and the portion of such assets that are classified within level 3 of the fair value hierarchy. Refer to Note 2 for further information. December 31, 2023 (in millions, except ratios)####Total assets at fair value####Total level 3 assets## Federal funds sold and securities purchased under resale agreements##$##259,813##$##\u2014## Securities borrowed####70,086####\u2014## Trading assets:########## Trading-debt and equity instruments####485,701####2,373## Derivative receivables(a)####54,864####8,924## Total trading assets####540,565####11,297## AFS securities####201,704####\u2014## Loans####38,851####3,079## MSRs####8,522####8,522## Other####11,322####758## Total assets measured at fair value on a recurring basis####1,130,863####23,656## Total assets measured at fair value on a nonrecurring basis####3,141####2,490## Total assets measured at fair value##$##1,134,004##$##26,146## Total Firm assets##$##3,875,393###### Level 3 assets at fair value as a percentage of total Firm assets(a)########1##% Level 3 assets at fair value as a percentage of total Firm assets at fair value(a)########2##%"}
-{"_id": "JPM20234099", "title": "JPM Assets measured at fair value", "text": "(a)For purposes of the table above, the derivative receivables total reflects the impact of netting adjustments; however, the $8.9 billion of derivative receivables classified as level 3 does not reflect the netting adjustment as such netting is not relevant to a presentation based on the transparency of inputs to the valuation of an asset. The level 3 balances would be reduced if netting were applied, including the netting benefit associated with cash collateral."}
-{"_id": "JPM20234102", "title": "JPM Valuation", "text": "Details of the Firm\u2019s processes for determining fair value are set out in Note 2. Estimating fair value requires the application of judgment. The type and level of judgment required is largely dependent on the amount of observable market information available to the Firm. For instruments valued using internally developed valuation models and other valuation techniques that use significant unobservable inputs and are therefore classified within level 3 of the fair value hierarchy, judgments used to estimate fair value are more significant than those required when estimating the fair value of instruments classified within levels 1 and 2."}
-{"_id": "JPM20234103", "title": "JPM Valuation", "text": "In arriving at an estimate of fair value for an instrument within level 3, management must first determine the appropriate valuation model or other valuation technique to use. Second, the lack of observability of certain significant inputs requires management to assess relevant empirical data in deriving valuation inputs including, for example, transaction details, yield curves, interest rates, prepayment speeds, default rates, volatilities, correlations, prices (such as commodity, equity or debt prices), valuations of comparable instruments, foreign exchange rates and credit curves. Refer to Note 2 for a further discussion of the valuation of level 3 instruments, including unobservable inputs used."}
-{"_id": "JPM20234104", "title": "JPM Valuation", "text": "For instruments classified in levels 2 and 3, management judgment must be applied to assess the appropriate level of valuation adjustments to reflect counterparty credit quality, the Firm\u2019s creditworthiness, market funding rates, liquidity considerations, unobservable parameters, and for portfolios that meet specified criteria, the size of the net open risk position. The judgments made are typically affected by the type of product and its specific contractual terms, and the level of liquidity for the product or within the market as a whole. In periods of heightened market volatility and uncertainty judgments are further affected by the wider variation of reasonable valuation estimates, particularly for positions that are less liquid. Refer to Note 2 for a further discussion of valuation adjustments applied by the Firm."}
-{"_id": "JPM20234105", "title": "JPM Valuation", "text": "Imprecision in estimating unobservable market inputs or other factors can affect the amount of gain or loss recorded for a particular position. Furthermore, while the Firm believes its valuation methods are appropriate and consistent with those of other market participants, the methods and assumptions used reflect management judgment and may vary across the Firm\u2019s businesses and portfolios."}
-{"_id": "JPM20234106", "title": "JPM Valuation", "text": "The Firm uses various methodologies and assumptions in the determination of fair value. The use of methodologies or assumptions different than those used by the Firm could result in a different estimate of fair value at the reporting date. Refer to Note 2 for a detailed discussion of the Firm\u2019s valuation process and hierarchy, and its determination of fair value for individual financial instruments."}
-{"_id": "JPM20234108", "title": "JPM Goodwill impairment", "text": "Under U.S. GAAP, goodwill must be allocated to reporting units and tested for impairment at least annually. The Firm\u2019s process and methodology used to conduct goodwill impairment testing is described in Note 15."}
-{"_id": "JPM20234109", "title": "JPM Goodwill impairment", "text": "Management applies significant judgment when testing goodwill for impairment. The goodwill associated with each business combination is allocated to the related reporting units for goodwill impairment testing."}
-{"_id": "JPM20234110", "title": "JPM Goodwill impairment", "text": "For the year ended December 31, 2023, the Firm reviewed current economic conditions, estimated market cost of equity, as well as actual business results and projections of business performance. Based on such reviews, the Firm has concluded that goodwill was not impaired as of December 31, 2023. For each of the reporting units, fair value exceeded carrying value by at least 9% and there was no indication of a significant risk of goodwill impairment based on current projections and valuations."}
-{"_id": "JPM20234111", "title": "JPM Goodwill impairment", "text": "The projections for the Firm\u2019s reporting units are consistent with management\u2019s current business outlook assumptions in the short term, and the Firm\u2019s best estimates of long-term growth and return on equity in the longer term. Where possible, the Firm uses third-party and peer data to benchmark its assumptions and estimates."}
-{"_id": "JPM20234112", "title": "JPM Goodwill impairment", "text": "Refer to Note 15 for additional information on goodwill, including the goodwill impairment assessment as of December 31, 2023."}
-{"_id": "JPM20234114", "title": "JPM Credit card rewards liability", "text": "JPMorgan Chase offers credit cards with various rewards programs which allow cardholders to earn rewards points based on their account activity and the terms and conditions of the rewards program. Generally, there are no limits on the points that an eligible cardholder can earn, nor do the points expire, and the points can be redeemed for a variety of rewards, including cash (predominantly in the form of account credits), gift cards and travel. The Firm maintains a rewards liability which represents the estimated cost of rewards points earned and expected to be redeemed by cardholders. The liability is accrued as the cardholder earns the benefit and is reduced when the cardholder redeems points. This liability was $13.2 billion and $11.3 billion at December 31, 2023 and 2022, respectively, and is recorded in accounts payable and other liabilities on the Consolidated balance sheets. The increase in the liability was predominantly driven by continued growth in rewards points earned on higher spend and promotional offers outpacing redemptions throughout 2023, and, to a lesser extent, adjustments to certain reward program terms in the second quarter of 2023."}
-{"_id": "JPM20234115", "title": "JPM Credit card rewards liability", "text": "The rewards liability is sensitive to redemption rate (\u201cRR\u201d) and cost per point (\u201cCPP\u201d) assumptions. The RR assumption is used to estimate the number of points earned by customers that will be redeemed over the life of the account. The CPP assumption is used to estimate the cost of future point redemptions. These assumptions are evaluated periodically considering historical actuals, cardholder"}
-{"_id": "JPM20234118", "title": "JPM Management\u2019s discussion and analysis", "text": "redemption behavior and management judgment. Updates to these assumptions will impact the rewards liability. As of December 31, 2023, a combined increase of 25 basis points in RR and 1 basis point in CPP would increase the rewards liability by approximately $376 million."}
-{"_id": "JPM20234120", "title": "JPM Income taxes", "text": "JPMorgan Chase is subject to the income tax laws of the various jurisdictions in which it operates, including U.S. federal, state and local, and non-U.S. jurisdictions. These laws are often complex and may be subject to different interpretations. To determine the financial statement impact of accounting for income taxes, including the provision for income tax expense and unrecognized tax benefits, JPMorgan Chase must make assumptions and judgments about how to interpret and apply these complex tax laws to numerous transactions and business events, as well as make judgments regarding the timing of when certain items may affect taxable income in the U.S. and non-U.S. tax jurisdictions."}
-{"_id": "JPM20234121", "title": "JPM Income taxes", "text": "JPMorgan Chase\u2019s interpretations of tax laws around the world are subject to review and examination by the various taxing authorities in the jurisdictions where the Firm operates, and disputes may occur regarding its view on a tax position. These disputes over interpretations with the various taxing authorities may be settled by audit, administrative appeals or adjudication in the court systems of the tax jurisdictions in which the Firm operates. JPMorgan Chase regularly reviews whether it may be assessed additional income taxes as a result of the resolution of these matters, and the Firm records additional unrecognized tax benefits, as appropriate. In addition, the Firm may revise its estimate of income taxes due to changes in income tax laws, legal interpretations, and business strategies. It is possible that revisions in the Firm\u2019s estimate of income taxes may materially affect the Firm\u2019s results of operations in any reporting period."}
-{"_id": "JPM20234122", "title": "JPM Income taxes", "text": "Deferred taxes arise from differences between assets and liabilities measured for financial reporting versus income tax return purposes. Deferred tax assets are recognized if, in management\u2019s judgment, their realizability is determined to be more likely than not. Deferred taxes are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized within the provision for income taxes in the period enacted."}
-{"_id": "JPM20234123", "title": "JPM Income taxes", "text": "The Firm has also recognized deferred tax assets in connection with certain tax attributes, including net operating loss (\u201cNOL\u201d) carryforwards and foreign tax credit (\u201cFTC\u201d) carryforwards. The Firm performs regular reviews to ascertain whether its deferred tax assets are realizable. These reviews include management\u2019s estimates and assumptions regarding future taxable income, including foreign source income, and may incorporate various tax planning strategies, including strategies that may be available to utilize NOLs and FTCs before they expire. In connection with these reviews, if it is determined that a"}
-{"_id": "JPM20234124", "title": "JPM Income taxes", "text": "deferred tax asset is not realizable, a valuation allowance is established. The valuation allowance may be reversed in a subsequent reporting period if the Firm determines that, based on revised estimates of future taxable income or changes in tax planning strategies, it is more likely than not that all or part of the deferred tax asset will become realizable. As of December 31, 2023, management has determined it is more likely than not that the Firm will realize its deferred tax assets, net of the existing valuation allowance."}
-{"_id": "JPM20234125", "title": "JPM Income taxes", "text": "The Firm adjusts its unrecognized tax benefits as necessary when new information becomes available, including changes in tax law and regulations, and interactions with taxing authorities. Uncertain tax positions that meet the more-likely-than-not recognition threshold are measured to determine the amount of benefit to recognize. An uncertain tax position is measured at the largest amount of benefit that management believes is more likely than not to be realized upon settlement. It is possible that the reassessment of JPMorgan Chase\u2019s unrecognized tax benefits may have a material impact on its effective income tax rate in the period in which the reassessment occurs. Although the Firm believes that its estimates are reasonable, the final tax amount could be different from the amounts reflected in the Firm\u2019s income tax provisions and accruals. To the extent that the final outcome of these amounts is different than the amounts recorded, such differences will generally impact the Firm\u2019s provision for income taxes in the period in which such a determination is made."}
-{"_id": "JPM20234126", "title": "JPM Income taxes", "text": "The Firm\u2019s provision for income taxes is composed of current and deferred taxes. The current and deferred tax provisions are calculated based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed during the subsequent year. Adjustments based on filed returns are generally recorded in the period when the tax returns are filed and the global tax implications are known, which could impact the Firm\u2019s effective tax rate."}
-{"_id": "JPM20234127", "title": "JPM Income taxes", "text": "Refer to Note 25 for additional information on income taxes."}
-{"_id": "JPM20234129", "title": "JPM Litigation reserves", "text": "Refer to Note 30 for a description of the significant estimates and judgments associated with establishing litigation reserves."}
-{"_id": "JPM20234138", "title": "JPM ACCOUNTING AND REPORTING DEVELOPMENTS", "text": " ####Financial Accounting Standards Board (\u201cFASB\u201d) Standards Adopted since January 1, 2021## Standard##Summary of guidance####Effects on financial statements Reference Rate Reform   Issued March 2020 and updated January 2021 and December 2022##\u2022Provides optional expedients and exceptions to current accounting guidance when financial instruments, hedge accounting relationships, and other transactions are amended due to reference rate reform.####\u2022Issued and effective March 12, 2020. The January 7, 2021 and December 21, 2022 updates were effective when issued. ####FASB Standards Adopted since January 1, 2023## Standard####Summary of guidance##Effects on financial statements Derivatives and Hedging: Fair Value Hedging \u2013 Portfolio Layer Method   Issued March 2022##\u2022Expands the ability to hedge a portfolio of fixed-rate assets to allow more types of assets to be included in the portfolio, and to allow more of the portfolio to be hedged.  \u2022Clarifies the types of derivatives that can be used as hedges, and the balance sheet presentation and disclosure requirements for the hedge accounting adjustments. \u2022Allows a one-time reclassification from HTM to AFS upon adoption.####\u2022Adopted prospectively on January 1, 2023.  \u2022Refer to Note 1 for further information. Financial Instruments \u2013 Credit Losses: Troubled Debt Restructurings and Vintage Disclosures   Issued March 2022##\u2022Eliminates existing accounting and disclosure requirements for Troubled Debt Restructurings, including the requirement to measure the allowance using a discounted cash flow methodology. \u2022Requires disclosure of loan modifications for borrowers experiencing financial difficulty involving principal forgiveness, interest rate reduction, other-than-insignificant payment delay, term extension or a combination of these modifications. \u2022Requires disclosure of current period loan charge-off information by origination year. \u2022May be adopted prospectively, or by using a modified retrospective method wherein the effect of adoption is reflected as an adjustment to retained earnings at the effective date.####\u2022Adopted under the modified retrospective method on January 1, 2023. \u2022Refer to Note 1 for further information."}
-{"_id": "JPM20234145", "title": "JPM Management\u2019s discussion and analysis", "text": " ####FASB Standards Issued but not yet Adopted as of December 31, 2023## Standard##Summary of guidance####Effects on financial statements Investments - Equity Method and Joint Ventures: Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method   Issued March 2023##\u2022Expands the ability to elect proportional amortization for more types of tax-oriented investments (beyond low income housing tax credit investments) on a program-by-program basis. \u2022May be adopted using a full retrospective method, or a modified retrospective method wherein the effect of adoption is reflected as an adjustment to retained earnings at the effective date.####\u2022Adopted under the modified retrospective method on January 1, 2024, which resulted in a decrease to retained earnings of approximately $200 million. Segment Reporting: Improvements to Reportable Segment Disclosures   Issued November 2023##\u2022Requires disclosure of significant segment expenses that are readily provided to the chief operating decision maker (\u201cCODM\u201d) and included in segment profit or loss. \u2022Requires disclosure of the composition and aggregate amount of other segment items, which represent the difference between profit or loss and segment revenues less significant segment expenses. \u2022Requires disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported segment measures in assessing segment performance and deciding how to allocate resources.####\u2022Required effective date: Annual financial statements for the year ending December 31, 2024 and interim financial statements for the year ending December 31, 2025.(a) \u2022The Firm is currently assessing the potential impact on its segment disclosures. Income Taxes: Improvements to Income Tax Disclosures   Issued December 2023##\u2022Requires disclosure of income taxes paid disaggregated by 1) federal, state, and foreign taxes and 2) individual jurisdiction on the basis of a quantitative threshold of equal to or greater than 5 percent of total income taxes paid (net of refunds received). \u2022Requires disclosure of the effective tax rate reconciliation by specific categories, at a minimum, with accompanying qualitative disclosures, and separate disclosure of reconciling items based on quantitative thresholds.  \u2022Requires categories within the effective tax rate reconciliation to be further disaggregated if quantitative thresholds are met.####\u2022Required effective date: Annual financial statements for the year ending December 31, 2025.(a) \u2022The guidance can be applied on a prospective basis with the option to apply the standard retrospectively. \u2022The Firm is evaluating the potential impact on the Consolidated Financial Statements disclosures, as well as the Firm\u2019s planned date of adoption."}
-{"_id": "JPM20234146", "title": "JPM Management\u2019s discussion and analysis", "text": "(a) Early adoption is permitted."}
-{"_id": "JPM20234149", "title": "JPM FORWARD-LOOKING STATEMENTS", "text": "From time to time, the Firm has made and will make forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as \u201canticipate,\u201d \u201ctarget,\u201d \u201cexpect,\u201d \u201cestimate,\u201d \u201cintend,\u201d \u201cplan,\u201d \u201cgoal,\u201d \u201cbelieve,\u201d or other words of similar meaning. Forward-looking statements provide JPMorgan Chase\u2019s current expectations or forecasts of future events, circumstances, results or aspirations. JPMorgan Chase\u2019s disclosures in this 2023 Form 10-K contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Firm also may make forward-looking statements in its other documents filed or furnished with the SEC. In addition, the Firm\u2019s senior management may make forward-looking statements orally to investors, analysts, representatives of the media and others."}
-{"_id": "JPM20234164", "title": "JPM FORWARD-LOOKING STATEMENTS", "text": "All forward-looking statements are, by their nature, subject to risks and uncertainties, many of which are beyond the Firm\u2019s control. JPMorgan Chase\u2019s actual future results may differ materially from those set forth in its forward-looking statements. While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ from those in the forward-looking statements: \u2022Local, regional and global business, economic and political conditions and geopolitical events, including geopolitical tensions and hostilities; \u2022Changes in laws, rules and regulatory requirements, including capital and liquidity requirements affecting the Firm\u2019s businesses, and the ability of the Firm to address those requirements; \u2022Heightened regulatory and governmental oversight and scrutiny of JPMorgan Chase\u2019s business practices, including dealings with retail customers; \u2022Changes in trade, monetary and fiscal policies and laws; \u2022Changes in the level of inflation; \u2022Changes in income tax laws, rules, and regulations; \u2022Changes in FDIC assessments; \u2022Securities and capital markets behavior, including changes in market liquidity and volatility; \u2022Changes in investor sentiment or consumer spending or savings behavior; \u2022Ability of the Firm to manage effectively its capital and liquidity; \u2022Changes in credit ratings assigned to the Firm or its subsidiaries; \u2022Damage to the Firm\u2019s reputation; \u2022Ability of the Firm to appropriately address social, environmental and sustainability concerns that may arise, including from its business activities; \u2022Ability of the Firm to deal effectively with an economic slowdown or other economic or market disruption,"}
-{"_id": "JPM20234181", "title": "JPM including, but not limited to, in the interest rate environment;", "text": " \u2022Technology changes instituted by the Firm, its counterparties or competitors; \u2022The effectiveness of the Firm\u2019s control agenda; \u2022Ability of the Firm to develop or discontinue products and services, and the extent to which products or services previously sold by the Firm require the Firm to incur liabilities or absorb losses not contemplated at their initiation or origination; \u2022Acceptance of the Firm\u2019s new and existing products and services by the marketplace and the ability of the Firm to innovate and to increase market share; \u2022Ability of the Firm to attract and retain qualified and diverse employees; \u2022Ability of the Firm to control expenses; \u2022Competitive pressures; \u2022Changes in the credit quality of the Firm\u2019s clients, customers and counterparties; \u2022Adequacy of the Firm\u2019s risk management framework, disclosure controls and procedures and internal control over financial reporting; \u2022Adverse judicial or regulatory proceedings; \u2022Ability of the Firm to determine accurate values of certain assets and liabilities; \u2022Occurrence of natural or man-made disasters or calamities, including health emergencies, the spread of infectious diseases, epidemics or pandemics, an outbreak or escalation of hostilities or other geopolitical instabilities, the effects of climate change or extraordinary events beyond the Firm\u2019s control, and the Firm\u2019s ability to deal effectively with disruptions caused by the foregoing; \u2022Ability of the Firm to maintain the security of its financial, accounting, technology, data processing and other operational systems and facilities; \u2022Ability of the Firm to withstand disruptions that may be caused by any failure of its operational systems or those of third parties; \u2022Ability of the Firm to effectively defend itself against cyber attacks and other attempts by unauthorized parties to access information of the Firm or its customers or to disrupt the Firm\u2019s systems; and \u2022The other risks and uncertainties detailed in Part I, Item 1A: Risk Factors in JPMorgan Chase\u2019s 2023 Form 10-K."}
-{"_id": "JPM20234182", "title": "JPM including, but not limited to, in the interest rate environment;", "text": "Any forward-looking statements made by or on behalf of the Firm speak only as of the date they are made, and JPMorgan Chase does not undertake to update any forward-looking statements. The reader should, however, consult any further disclosures of a forward-looking nature the Firm may make in any subsequent Annual Reports on Form 10-Ks, Quarterly Reports on Form 10-Qs, or Current Reports on Form 8-K."}
-{"_id": "JPM20234185", "title": "JPM Management\u2019s report on internal control over financial reporting", "text": "Management of JPMorgan Chase & Co. (\u201cJPMorgan Chase\u201d or the \u201cFirm\u201d) is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Firm\u2019s principal executive and principal financial officers, or persons performing similar functions, and effected by JPMorgan Chase\u2019s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (\u201cU.S. GAAP\u201d)."}
-{"_id": "JPM20234186", "title": "JPM Management\u2019s report on internal control over financial reporting", "text": "JPMorgan Chase\u2019s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Firm\u2019s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Firm are being made only in accordance with authorizations of JPMorgan Chase\u2019s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Firm\u2019s assets that could have a material effect on the financial statements."}
-{"_id": "JPM20234187", "title": "JPM Management\u2019s report on internal control over financial reporting", "text": "Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management has completed an assessment of the effectiveness of the Firm\u2019s internal control over financial reporting as of December 31, 2023. In making the assessment, management used the \u201cInternal Control \u2014 Integrated Framework\u201d (\u201cCOSO 2013\u201d) promulgated by the Committee of Sponsoring Organizations of the Treadway Commission (\u201cCOSO\u201d)."}
-{"_id": "JPM20234188", "title": "JPM Management\u2019s report on internal control over financial reporting", "text": "Based upon the assessment performed, management concluded that as of December 31, 2023, JPMorgan Chase\u2019s internal control over financial reporting was effective based upon the COSO 2013 framework. Additionally, based upon management\u2019s assessment, the Firm determined that there were no material weaknesses in its internal control over financial reporting as of December 31, 2023."}
-{"_id": "JPM20234189", "title": "JPM Management\u2019s report on internal control over financial reporting", "text": "The effectiveness of the Firm\u2019s internal control over financial reporting as of December 31, 2023, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein."}
-{"_id": "JPM20234197", "title": "JPM Report of Independent Registered Public Accounting Firm", "text": "To the Board of Directors and Shareholders of JPMorgan Chase & Co.:"}
-{"_id": "JPM20234198", "title": "JPM Report of Independent Registered Public Accounting Firm", "text": "Opinions on the Financial Statements and Internal Control over Financial Reporting"}
-{"_id": "JPM20234199", "title": "JPM Report of Independent Registered Public Accounting Firm", "text": "We have audited the accompanying consolidated balance sheets of JPMorgan Chase & Co. and its subsidiaries (the \u201cFirm\u201d) as of December 31, 2023 and 2022, and the related consolidated statements of income, comprehensive income, changes in stockholders\u2019 equity and cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Firm\u2019s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)."}
-{"_id": "JPM20234200", "title": "JPM Report of Independent Registered Public Accounting Firm", "text": "In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Firm as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Firm maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control \u2013 Integrated Framework (2013) issued by the COSO."}
-{"_id": "JPM20234202", "title": "JPM Basis for Opinions", "text": "The Firm\u2019s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management\u2019s report on internal control over financial reporting. Our responsibility is to express opinions on the Firm\u2019s consolidated financial statements and on the Firm\u2019s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Firm in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "JPM20234203", "title": "JPM Basis for Opinions", "text": "We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about"}
-{"_id": "JPM20234204", "title": "JPM Basis for Opinions", "text": "whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects."}
-{"_id": "JPM20234205", "title": "JPM Basis for Opinions", "text": "Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions."}
-{"_id": "JPM20234207", "title": "JPM Definition and Limitations of Internal Control over Financial Reporting", "text": "A company\u2019s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company\u2019s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company\u2019s assets that could have a material effect on the financial statements."}
-{"_id": "JPM20234208", "title": "JPM Definition and Limitations of Internal Control over Financial Reporting", "text": "Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate."}
-{"_id": "JPM20234213", "title": "JPM Critical Audit Matters", "text": "The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate."}
-{"_id": "JPM20234214", "title": "JPM Critical Audit Matters", "text": "Allowance for Loan Losses \u2013 Portfolio-based component of Wholesale Loan and Credit Card Loan Portfolios"}
-{"_id": "JPM20234215", "title": "JPM Critical Audit Matters", "text": "As described in Note 13 to the consolidated financial statements, the allowance for loan losses for the portfolio-based component of the wholesale and credit card loan portfolios was $20.2 billion on total portfolio-based retained loans of $881.3 billion at December 31, 2023. The Firm\u2019s allowance for loan losses represents management\u2019s estimate of expected credit losses over the remaining expected life of the Firm's loan portfolios and considers expected future changes in macroeconomic conditions. The portfolio-based component of the Firm\u2019s allowance for loan losses for the wholesale and credit card retained loan portfolios begins with a quantitative calculation of expected credit losses over the expected life of the loan by applying credit loss factors to the estimated exposure at default. The credit loss factors applied are determined based on the weighted average of five internally developed macroeconomic scenarios that take into consideration the Firm's economic outlook as derived through forecast macroeconomic variables, the most significant of which are U.S. unemployment and U.S. real gross domestic product. This quantitative calculation is further adjusted to take into consideration model imprecision, emerging risk assessments, trends and other subjective factors that are not yet otherwise reflected in the credit loss estimate."}
-{"_id": "JPM20234216", "title": "JPM Critical Audit Matters", "text": "The principal considerations for our determination that performing procedures relating to the allowance for loan losses for the portfolio-based component of the wholesale and credit card loan portfolios is a critical audit matter are (i) the significant judgment and estimation by management in the forecast of macroeconomic variables, specifically U.S. unemployment and U.S. real gross domestic product, as the Firm\u2019s forecasts of economic conditions significantly affect its estimate of expected credit losses at the balance sheet date, (ii) the significant judgment and estimation by management in determining the quantitative calculation utilized in their credit loss estimates and the adjustments to take into consideration model imprecision, emerging risk assessments, trends and other subjective factors that are not yet otherwise reflected in the credit loss estimate, which both in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and in"}
-{"_id": "JPM20234217", "title": "JPM Critical Audit Matters", "text": "evaluating audit evidence obtained relating to the credit loss estimates and the appropriateness of the adjustments to the credit loss estimates, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge."}
-{"_id": "JPM20234218", "title": "JPM Critical Audit Matters", "text": "Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the Firm\u2019s allowance for loan losses, including controls over model validation and generation of macroeconomic scenarios. These procedures also included, among others, testing management\u2019s process for estimating the allowance for loan losses, which involved (i) evaluating the appropriateness of the models and methodologies used in quantitative calculations; (ii) evaluating the reasonableness of forecasts of U.S. unemployment and U.S. real gross domestic product; (iii) testing the completeness and accuracy of data used in the estimate; and (iv) evaluating the reasonableness of management\u2019s adjustments to the quantitative output for the impacts of model imprecision, emerging risk assessments, trends and other subjective factors that are not yet otherwise reflected in the credit loss estimate. These procedures also included the use of professionals with specialized skill and knowledge to assist in evaluating the appropriateness of certain models, methodologies and macroeconomic variables."}
-{"_id": "JPM20234220", "title": "JPM Fair Value of Certain Level 3 Financial Instruments", "text": "As described in Notes 2 and 3 to the consolidated financial statements, the Firm carries $1.1 trillion of its assets and $541.4 billion of its liabilities at fair value on a recurring basis. Included in these balances are $11.3 billion of trading assets and $42.2 billion of liabilities measured at fair value on a recurring basis, collectively financial instruments, which are classified as level 3 as they contain one or more inputs to valuation which are unobservable and significant to their fair value measurement. The Firm utilized internally developed valuation models and unobservable inputs to estimate fair value of the level 3 financial instruments. The unobservable inputs used by management to estimate the fair value of certain of these financial instruments include interest rate volatility, interest rate spread volatility, Bermudan switch value, and correlation relating to interest rates, interest rate-to-foreign exchange, equity prices, equity-to-foreign exchange, equity-to-interest rate and credit."}
-{"_id": "JPM20234221", "title": "JPM Fair Value of Certain Level 3 Financial Instruments", "text": "The principal considerations for our determination that performing procedures relating to the fair value of certain level 3 financial instruments is a critical audit matter are (i) the significant judgment and estimation by management in determining the inputs to estimate fair value, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and in evaluating audit evidence obtained related to the fair value of these financial instruments, and (ii) the audit effort involved the use of professionals with specialized skill and knowledge."}
-{"_id": "JPM20234224", "title": "JPM Report of Independent Registered Public Accounting Firm", "text": "Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the Firm\u2019s determination of the fair value, including controls over models, inputs, and data. These procedures also included, among others, the involvement of professionals with specialized skill and knowledge to assist in developing an independent estimate of fair value for a sample of these financial instruments and comparing management\u2019s estimate to the independently developed estimate of fair value. Developing the independent estimate involved testing the completeness and accuracy of data provided by management, developing independent inputs and, as appropriate, evaluating and utilizing management\u2019s aforementioned unobservable inputs."}
-{"_id": "JPM20234226", "title": "JPM February 16, 2024", "text": "We have served as the Firm\u2019s auditor since 1965."}
-{"_id": "JPM20234228", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 165", "text": "JPMorgan Chase & Co."}
-{"_id": "JPM20234263", "title": "JPM Consolidated statements of income", "text": " Year ended December 31, (in millions, except per share data)####2023####2022####2021 Revenue############ Investment banking fees##$##6,519##$##6,686##$##13,216 Principal transactions####24,460####19,912####16,304 Lending- and deposit-related fees####7,413####7,098####7,032 Asset management fees####15,220####14,096####14,405 Commissions and other fees####6,836####6,581####6,624 Investment securities losses####(3,180)####(2,380)####(345) Mortgage fees and related income####1,176####1,250####2,170 Card income####4,784####4,420####5,102 Other income####5,609####4,322####4,830 Noninterest revenue####68,837####61,985####69,338 Interest income####170,588####92,807####57,864 Interest expense####81,321####26,097####5,553 Net interest income####89,267####66,710####52,311 Total net revenue####158,104####128,695####121,649 Provision for credit losses####9,320####6,389####(9,256) Noninterest expense############ Compensation expense####46,465####41,636####38,567 Occupancy expense####4,590####4,696####4,516 Technology, communications and equipment expense####9,246####9,358####9,941 Professional and outside services####10,235####10,174####9,814 Marketing####4,591####3,911####3,036 Other expense####12,045####6,365####5,469 Total noninterest expense####87,172####76,140####71,343 Income before income tax expense####61,612####46,166####59,562 Income tax expense####12,060####8,490####11,228 Net income##$##49,552##$##37,676##$##48,334 Net income applicable to common stockholders##$##47,760##$##35,892##$##46,503 Net income per common share data############ Basic earnings per share##$##16.25##$##12.10##$##15.39 Diluted earnings per share####16.23####12.09####15.36 Weighted-average basic shares####2,938.6####2,965.8####3,021.5 Weighted-average diluted shares####2,943.1####2,970.0####3,026.6"}
-{"_id": "JPM20234264", "title": "JPM Consolidated statements of income", "text": "The Notes to Consolidated Financial Statements are an integral part of these statements."}
-{"_id": "JPM20234266", "title": "JPM 166 JPMorgan Chase & Co./2023 Form 10-K", "text": "JPMorgan Chase & Co."}
-{"_id": "JPM20234278", "title": "JPM Consolidated statements of comprehensive income", "text": " Year ended December 31, (in millions)####2023####2022####2021 Net income##$##49,552##$##37,676##$##48,334 Other comprehensive income/(loss), after\u2013tax############ Unrealized gains/(losses) on investment securities####5,381####(11,764)####(5,540) Translation adjustments, net of hedges####329####(611)####(461) Fair value hedges####(101)####98####(19) Cash flow hedges####1,724####(5,360)####(2,679) Defined benefit pension and OPEB plans####373####(1,241)####922 DVA on fair value option elected liabilities####(808)####1,621####(293) Total other comprehensive income/(loss), after\u2013tax####6,898####(17,257)####(8,070) Comprehensive income##$##56,450##$##20,419##$##40,264"}
-{"_id": "JPM20234279", "title": "JPM Consolidated statements of comprehensive income", "text": "The Notes to Consolidated Financial Statements are an integral part of these statements."}
-{"_id": "JPM20234281", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 167", "text": "JPMorgan Chase & Co."}
-{"_id": "JPM20234319", "title": "JPM Consolidated balance sheets", "text": " December 31, (in millions, except share data)####2023####2022 Assets######## Cash and due from banks##$##29,066##$##27,697 Deposits with banks####595,085####539,537 Federal funds sold and securities purchased under resale agreements (included $259,813 and $311,883 at fair value)####276,152####315,592 Securities borrowed (included $70,086 and $70,041 at fair value)####200,436####185,369 Trading assets (included assets pledged of $128,994 and $93,687)####540,607####453,799 Available-for-sale securities (amortized cost of $205,456 and $216,188; included assets pledged of $9,219 and $9,158)####201,704####205,857 Held-to-maturity securities####369,848####425,305 Investment securities, net of allowance for credit losses####571,552####631,162 Loans (included $38,851 and $42,079 at fair value)####1,323,706####1,135,647 Allowance for loan losses####(22,420)####(19,726) Loans, net of allowance for loan losses####1,301,286####1,115,921 Accrued interest and accounts receivable####107,363####125,189 Premises and equipment####30,157####27,734 Goodwill, MSRs and other intangible assets####64,381####60,859 Other assets (included $12,306 and $14,921 at fair value and assets pledged of $6,764 and $7,998)####159,308####182,884 Total assets(a)##$##3,875,393##$##3,665,743 Liabilities######## Deposits (included $78,384 and $28,620 at fair value)##$##2,400,688##$##2,340,179 Federal funds purchased and securities loaned or sold under repurchase agreements (included $169,003 and $151,999 at fair value)####216,535####202,613 Short-term borrowings (included $20,042 and $15,792 at fair value)####44,712####44,027 Trading liabilities####180,428####177,976 Accounts payable and other liabilities (included $5,637 and $7,038 at fair value)####290,307####300,141 Beneficial interests issued by consolidated VIEs (included $1 and $5 at fair value)####23,020####12,610 Long-term debt (included $87,924 and $72,281 at fair value)####391,825####295,865 Total liabilities(a)####3,547,515####3,373,411 Commitments and contingencies (refer to Notes 28, 29 and 30)######## Stockholders\u2019 equity######## Preferred stock ($1 par value; authorized 200,000,000 shares: issued 2,740,375 and 2,740,375 shares)####27,404####27,404 Common stock ($1 par value; authorized 9,000,000,000 shares; issued 4,104,933,895 shares)####4,105####4,105 Additional paid-in capital####90,128####89,044 Retained earnings####332,901####296,456 Accumulated other comprehensive losses####(10,443)####(17,341) Treasury stock, at cost (1,228,275,301 and 1,170,676,094 shares)####(116,217)####(107,336) Total stockholders\u2019 equity####327,878####292,332 Total liabilities and stockholders\u2019 equity##$##3,875,393##$##3,665,743"}
-{"_id": "JPM20234330", "title": "JPM Consolidated balance sheets", "text": "(a)The following table presents information on assets and liabilities related to VIEs that are consolidated by the Firm at December 31, 2023 and 2022. The assets of the consolidated VIEs are used to settle the liabilities of those entities. The holders of the beneficial interests do not have recourse to the general credit of JPMorgan Chase. The assets and liabilities in the table below include third-party assets and liabilities of consolidated VIEs and exclude intercompany balances that eliminate in consolidation. Refer to Note 14 for a further discussion. December 31, (in millions)####2023####2022 Assets######## Trading assets##$##2,170##$##2,151 Loans####37,611####34,411 All other assets####591####550 Total assets##$##40,372##$##37,112 Liabilities######## Beneficial interests issued by consolidated VIEs##$##23,020##$##12,610 All other liabilities####263####279 Total liabilities##$##23,283##$##12,889"}
-{"_id": "JPM20234331", "title": "JPM Consolidated balance sheets", "text": "The Notes to Consolidated Financial Statements are an integral part of these statements."}
-{"_id": "JPM20234333", "title": "JPM 168 JPMorgan Chase & Co./2023 Form 10-K", "text": "JPMorgan Chase & Co."}
-{"_id": "JPM20234365", "title": "JPM Consolidated statements of changes in stockholders\u2019 equity", "text": " Year ended December 31, (in millions, except per share data)####2023####2022####2021 Preferred stock############ Balance at January 1##$##27,404##$##34,838##$##30,063 Issuance####\u2014####\u2014####7,350 Redemption####\u2014####(7,434)####(2,575) Balance at December 31####27,404####27,404####34,838 Common stock############ Balance at January 1 and December 31####4,105####4,105####4,105 Additional paid-in capital############ Balance at January 1####89,044####88,415####88,394 Shares issued and commitments to issue common stock for employee share-based compensation awards, and related tax effects####1,084####629####152 Other####\u2014####\u2014####(131) Balance at December 31####90,128####89,044####88,415 Retained earnings############ Balance at January 1####296,456####272,268####236,990 Cumulative effect of change in accounting principles####449####\u2014####\u2014 Net income####49,552####37,676####48,334 Dividends declared:############ Preferred stock####(1,501)####(1,595)####(1,600) Common stock ($4.10, $4.00 and $3.80 per share for 2023, 2022 and 2021, respectively)####(12,055)####(11,893)####(11,456) Balance at December 31####332,901####296,456####272,268 Accumulated other comprehensive income/(loss)############ Balance at January 1####(17,341)####(84)####7,986 Other comprehensive income/(loss), after-tax####6,898####(17,257)####(8,070) Balance at December 31####(10,443)####(17,341)####(84) Treasury stock, at cost############ Balance at January 1####(107,336)####(105,415)####(88,184) Repurchase####(9,980)####(3,122)####(18,448) Reissuance####1,099####1,201####1,217 Balance at December 31####(116,217)####(107,336)####(105,415) Total stockholders\u2019 equity##$##327,878##$##292,332##$##294,127"}
-{"_id": "JPM20234366", "title": "JPM Consolidated statements of changes in stockholders\u2019 equity", "text": "Effective January 1, 2023, the Firm adopted the Financial Instruments \u2013 Credit Losses: Troubled Debt Restructurings and Derivatives and Hedging: Fair Value Hedging \u2013 Portfolio Layer Method accounting guidance. Refer to Note 1 for further information."}
-{"_id": "JPM20234367", "title": "JPM Consolidated statements of changes in stockholders\u2019 equity", "text": "The Notes to Consolidated Financial Statements are an integral part of these statements."}
-{"_id": "JPM20234369", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 169", "text": "JPMorgan Chase & Co."}
-{"_id": "JPM20234425", "title": "JPM Consolidated statements of cash flows", "text": " Year ended December 31, (in millions)####2023####2022####2021 Operating activities############ Net income##$##49,552##$##37,676##$##48,334 Adjustments to reconcile net income to net cash provided by operating activities:############ Provision for credit losses####9,320####6,389####(9,256) Depreciation and amortization####7,512####7,051####7,932 Deferred tax (benefit)/expense####(4,534)####(2,738)####3,748 Bargain purchase gain associated with the First Republic acquisition####(2,775)####\u2014####\u2014 Other####4,301####5,174####3,274 Originations and purchases of loans held-for-sale####(115,245)####(149,167)####(347,864) Proceeds from sales, securitizations and paydowns of loans held-for-sale####116,430####167,709####336,413 Net change in:############ Trading assets####(74,091)####(31,449)####85,710 Securities borrowed####(14,902)####20,203####(45,635) Accrued interest and accounts receivable####19,928####(22,970)####(12,401) Other assets####32,970####(2,882)####(11,745) Trading liabilities####5,315####11,170####(23,190) Accounts payable and other liabilities####(25,388)####58,614####43,162 Other operating adjustments####4,581####2,339####(398) Net cash provided by operating activities####12,974####107,119####78,084 Investing activities############ Net change in:############ Federal funds sold and securities purchased under resale agreements####39,740####(54,278)####34,473 Held-to-maturity securities:############ Proceeds from paydowns and maturities####53,056####48,626####50,897 Purchases####(4,141)####(33,676)####(111,756) Available-for-sale securities:############ Proceeds from paydowns and maturities####53,744####39,159####50,075 Proceeds from sales####108,434####84,616####162,748 Purchases####(115,499)####(126,258)####(248,785) Proceeds from sales and securitizations of loans held-for-investment####47,312####44,892####35,845 Other changes in loans, net####(88,343)####(128,968)####(91,797) Net cash used in First Republic Acquisition####(9,920)####\u2014####\u2014 All other investing activities, net####(16,740)####(11,932)####(11,044) Net cash provided by/(used in) investing activities####67,643####(137,819)####(129,344) Financing activities############ Net change in:############ Deposits####(32,196)####(136,895)####293,764 Federal funds purchased and securities loaned or sold under repurchase agreements####13,801####8,455####(20,799) Short-term borrowings####(1,934)####(8,984)####7,773 Beneficial interests issued by consolidated VIEs####9,029####2,205####(4,254) Proceeds from long-term borrowings####75,417####78,442####82,409 Payments of long-term borrowings####(64,880)####(45,556)####(54,932) Proceeds from issuance of preferred stock####\u2014####\u2014####7,350 Redemption of preferred stock####\u2014####(7,434)####(2,575) Treasury stock repurchased####(9,824)####(3,162)####(18,408) Dividends paid####(13,463)####(13,562)####(12,858) All other financing activities, net####(1,521)####234####(1,477) Net cash provided by/(used in) financing activities####(25,571)####(126,257)####275,993 Effect of exchange rate changes on cash and due from banks and deposits with banks####1,871####(16,643)####(11,508) Net increase/(decrease) in cash and due from banks and deposits with banks####56,917####(173,600)####213,225 Cash and due from banks and deposits with banks at the beginning of the period####567,234####740,834####527,609 Cash and due from banks and deposits with banks at the end of the period##$##624,151##$##567,234##$##740,834 Cash interest paid##$##77,114##$##23,143##$##5,142 Cash income taxes paid, net####9,908####4,355####18,737"}
-{"_id": "JPM20234426", "title": "JPM Consolidated statements of cash flows", "text": "The Notes to Consolidated Financial Statements are an integral part of these statements."}
-{"_id": "JPM20234430", "title": "JPM Note 1 \u2013 Basis of presentation", "text": "JPMorgan Chase & Co. (\u201cJPMorgan Chase\u201d or the \u201cFirm\u201d), a financial holding company incorporated under Delaware law in 1968, is a leading financial services firm based in the U.S., with operations worldwide. The Firm is a leader in investment banking, financial services for consumers and small businesses, commercial banking, financial transaction processing and asset management. On May 1, 2023, JPMorgan Chase acquired certain assets and assumed certain liabilities of First Republic Bank (the \u201cFirst Republic acquisition\u201d) from the Federal Deposit Insurance Corporation (\u201cFDIC\u201d). The Firm continues to convert certain operations, and to integrate clients, products and services associated with the First Republic acquisition, to align with the Firm\u2019s businesses and operations. Accordingly, reporting classification and internal risk rating profiles in the wholesale portfolio may change in future periods. Refer to Note 34 for additional information on the First Republic acquisition."}
-{"_id": "JPM20234431", "title": "JPM Note 1 \u2013 Basis of presentation", "text": "The accounting and financial reporting policies of JPMorgan Chase and its subsidiaries conform to U.S. GAAP. Additionally, where applicable, the policies conform to the accounting and reporting guidelines prescribed by regulatory authorities."}
-{"_id": "JPM20234433", "title": "JPM Consolidation", "text": "The Consolidated Financial Statements include the accounts of JPMorgan Chase and other entities in which the Firm has a controlling financial interest. All material intercompany balances and transactions have been eliminated."}
-{"_id": "JPM20234434", "title": "JPM Consolidation", "text": "Assets held for clients in an agency or fiduciary capacity by the Firm are not assets of JPMorgan Chase and are not included on the Consolidated balance sheets."}
-{"_id": "JPM20234435", "title": "JPM Consolidation", "text": "The Firm determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity."}
-{"_id": "JPM20234437", "title": "JPM Voting interest entities", "text": "Voting interest entities are entities that have sufficient equity and provide the equity investors voting rights that enable them to make significant decisions relating to the entity\u2019s operations. For these types of entities, the Firm\u2019s determination of whether it has a controlling interest is primarily based on the amount of voting equity interests held. Entities in which the Firm has a controlling financial interest, through ownership of the majority of the entities\u2019 voting equity interests, or through other contractual rights that give the Firm control, are consolidated by the Firm."}
-{"_id": "JPM20234438", "title": "JPM Voting interest entities", "text": "Investments in companies in which the Firm has significant influence over operating and financing decisions (but does not own a majority of the voting equity interests) are accounted for (i) in accordance with the equity method of accounting, or (ii) at fair value if the fair value option was elected. These investments are generally included in other assets, with income or loss included in noninterest revenue."}
-{"_id": "JPM20234439", "title": "JPM Voting interest entities", "text": "Certain Firm-sponsored asset management funds are structured as limited partnerships or limited liability companies. For many of these entities, the Firm is the general partner or managing member, but the non-affiliated partners or members have the ability to remove the Firm as the general partner or managing member without cause (i.e., kick-out rights), based on a simple majority vote, or the non-affiliated partners or members have rights to participate in important decisions. Accordingly, the Firm does not consolidate these voting interest entities. However, in the limited cases where the non-managing partners or members do not have substantive kick-out or participating rights, the Firm evaluates the funds as VIEs and consolidates the funds if the Firm is the general partner or managing member and has both power and a potentially significant interest."}
-{"_id": "JPM20234440", "title": "JPM Voting interest entities", "text": "The Firm\u2019s investment companies and asset management funds have investments in both publicly-held and privately-held entities, including investments in buyouts, growth equity and venture opportunities. These investments are accounted for under investment company guidelines and, accordingly, irrespective of the percentage of equity ownership interests held, are carried on the Consolidated balance sheets at fair value, and are recorded in other assets, with income or loss included in noninterest revenue. If consolidated, the Firm retains the accounting under such specialized investment company guidelines."}
-{"_id": "JPM20234442", "title": "JPM Variable interest entities", "text": "VIEs are entities that, by design, either (1) lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties, or (2) have equity investors that do not have the ability to make significant decisions relating to the entity\u2019s operations through voting rights, or do not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity."}
-{"_id": "JPM20234443", "title": "JPM Variable interest entities", "text": "The most common type of VIE is an SPE. SPEs are commonly used in securitization transactions in order to isolate certain assets and distribute the cash flows from those assets to investors. The basic SPE structure involves a company selling assets to the SPE; the SPE funds the purchase of those assets by issuing securities to investors. The legal documents that govern the transaction specify how the cash earned on the assets must be allocated to the SPE\u2019s investors and other parties that have rights to those cash flows. SPEs are generally structured to insulate investors from claims on the SPE\u2019s assets by creditors of other entities, including the creditors of the seller of the assets."}
-{"_id": "JPM20234444", "title": "JPM Variable interest entities", "text": "The primary beneficiary of a VIE (i.e., the party that has a controlling financial interest) is required to consolidate the assets and liabilities of the VIE. The primary beneficiary is the party that has both (1) the power to direct the activities of the VIE that most significantly impact the VIE\u2019s economic performance; and (2) through its interests in the VIE, the"}
-{"_id": "JPM20234447", "title": "JPM Notes to consolidated financial statements", "text": "obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE."}
-{"_id": "JPM20234448", "title": "JPM Notes to consolidated financial statements", "text": "To assess whether the Firm has the power to direct the activities of a VIE that most significantly impact the VIE\u2019s economic performance, the Firm considers all the facts and circumstances, including its role in establishing the VIE and its ongoing rights and responsibilities. This assessment includes, first, identifying the activities that most significantly impact the VIE\u2019s economic performance; and second, identifying which party, if any, has power over those activities. In general, the parties that make the most significant decisions affecting the VIE (such as asset managers, collateral managers, servicers, or owners of call options or liquidation rights over the VIE\u2019s assets) or have the right to unilaterally remove those decision-makers are deemed to have the power to direct the activities of a VIE."}
-{"_id": "JPM20234449", "title": "JPM Notes to consolidated financial statements", "text": "To assess whether the Firm has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, the Firm considers all of its economic interests, including debt and equity investments, servicing fees, and derivatives or other arrangements deemed to be variable interests in the VIE. This assessment requires that the Firm apply judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. Factors considered in assessing significance include: the design of the VIE, including its capitalization structure; subordination of interests; payment priority; relative share of interests held across various classes within the VIE\u2019s capital structure; and the reasons why the interests are held by the Firm."}
-{"_id": "JPM20234450", "title": "JPM Notes to consolidated financial statements", "text": "The Firm performs on-going reassessments of: (1) whether entities previously evaluated under the majority voting-interest framework have become VIEs, based on certain events, and are therefore subject to the VIE consolidation framework; and (2) whether changes in the facts and circumstances regarding the Firm\u2019s involvement with a VIE cause the Firm\u2019s consolidation conclusion to change."}
-{"_id": "JPM20234451", "title": "JPM Notes to consolidated financial statements", "text": "Refer to Note 14 for further discussion of Firm-sponsored VIEs."}
-{"_id": "JPM20234454", "title": "JPM Interest income", "text": "The Firm recognizes interest income on loans, debt securities, and other debt instruments, generally on a level-yield basis, based on the underlying contractual rate. Refer to Note 7 for further information."}
-{"_id": "JPM20234456", "title": "JPM Revenue from contracts with customers", "text": "JPMorgan Chase recognizes noninterest revenue from certain contracts with customers, in investment banking fees, deposit-related fees, asset management fees, commissions and other fees, and components of card income, when the Firm\u2019s related performance obligations are satisfied. Refer to Note 6 for further discussion of the Firm\u2019s revenue from contracts with customers."}
-{"_id": "JPM20234458", "title": "JPM Principal transactions revenue", "text": "JPMorgan Chase carries a portion of its assets and liabilities at fair value. Changes in fair value are reported primarily in principal transactions revenue. Refer to Notes 2 and 3 for further discussion of fair value measurement. Refer to Note 6 for further discussion of principal transactions revenue."}
-{"_id": "JPM20234460", "title": "JPM Use of estimates in the preparation of consolidated financial statements", "text": "The preparation of the Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expense, and disclosures of contingent assets and liabilities. Actual results could be different from these estimates."}
-{"_id": "JPM20234462", "title": "JPM Foreign currency translation", "text": "JPMorgan Chase revalues assets, liabilities, revenue and expense denominated in non-U.S. currencies into U.S. dollars using applicable exchange rates."}
-{"_id": "JPM20234463", "title": "JPM Foreign currency translation", "text": "Gains and losses relating to translating functional currency financial statements for U.S. reporting are included in the Consolidated statements of comprehensive income. Gains and losses relating to nonfunctional currency transactions, including non-U.S. operations where the functional currency is the U.S. dollar, are reported in the Consolidated statements of income."}
-{"_id": "JPM20234465", "title": "JPM Offsetting assets and liabilities", "text": "U.S. GAAP permits entities to present derivative receivables and derivative payables with the same counterparty and the related cash collateral receivables and payables on a net basis on the Consolidated balance sheets when a legally enforceable master netting agreement exists. U.S. GAAP also permits securities sold and purchased under repurchase agreements and securities borrowed or loaned under securities loan agreements to be presented net when specified conditions are met, including the existence of a legally enforceable master netting agreement. The Firm has elected to net such balances where it has determined that the specified conditions are met."}
-{"_id": "JPM20234466", "title": "JPM Offsetting assets and liabilities", "text": "The Firm uses master netting agreements to mitigate counterparty credit risk in certain transactions, including derivative contracts, resale, repurchase, securities borrowed and securities loaned agreements. A master netting agreement is a single agreement with a counterparty that permits multiple transactions governed by that agreement to be terminated or accelerated and settled through a single payment in a single currency in the event of a default (e.g., bankruptcy, failure to make a required payment or securities transfer or deliver collateral or margin when due). Upon the exercise of derivatives termination rights by the non-defaulting party (i) all transactions are terminated, (ii) all transactions are valued and the positive values of \u201cin the money\u201d transactions are netted against the negative values of \u201cout of the money\u201d transactions and (iii) the only remaining payment obligation is of one of the parties to pay the netted termination amount. Upon exercise of default rights under repurchase"}
-{"_id": "JPM20234468", "title": "JPM 172 JPMorgan Chase & Co./2023 Form 10-K", "text": "agreements and securities loan agreements in general (i) all transactions are terminated and accelerated, (ii) all values of securities or cash held or to be delivered are calculated, and all such sums are netted against each other and (iii) the only remaining payment obligation is of one of the parties to pay the netted termination amount."}
-{"_id": "JPM20234469", "title": "JPM 172 JPMorgan Chase & Co./2023 Form 10-K", "text": "Typical master netting agreements for these types of transactions also often contain a collateral/margin agreement that provides for a security interest in, or title transfer of, securities or cash collateral/margin to the party that has the right to demand margin (the \u201cdemanding party\u201d). The collateral/margin agreement typically requires a party to transfer collateral/margin to the demanding party with a value equal to the amount of the margin deficit on a net basis across all transactions governed by the master netting agreement, less any threshold. The collateral/margin agreement grants to the demanding party, upon default by the counterparty, the right to set-off any amounts payable by the counterparty against any posted collateral or the cash equivalent of any posted collateral/margin. It also grants to the demanding party the right to liquidate collateral/margin and to apply the proceeds to an amount payable by the counterparty."}
-{"_id": "JPM20234470", "title": "JPM 172 JPMorgan Chase & Co./2023 Form 10-K", "text": "Refer to Note 5 for further discussion of the Firm\u2019s derivative instruments. Refer to Note 11 for further discussion of the Firm\u2019s securities financing agreements."}
-{"_id": "JPM20234472", "title": "JPM Statements of cash flows", "text": "For JPMorgan Chase\u2019s Consolidated statements of cash flows, cash is defined as those amounts included in cash and due from banks and deposits with banks on the Consolidated balance sheets."}
-{"_id": "JPM20234475", "title": "JPM Derivatives and Hedging: Fair Value Hedging \u2013 Portfolio Layer Method", "text": "The adoption of this guidance expanded the ability to hedge a portfolio of fixed-rate assets to allow more types of assets to be included in the portfolio, and to allow more of the portfolio to be hedged. This guidance also clarified the types of derivatives that could be used as hedges, and the balance sheet presentation and disclosure requirements for the hedge accounting adjustments. As permitted by the guidance, the Firm elected to transfer HTM securities to AFS and designated those securities in a portfolio layer method hedge upon adoption. The adoption impact of the transfer on retained earnings was not material."}
-{"_id": "JPM20234476", "title": "JPM Derivatives and Hedging: Fair Value Hedging \u2013 Portfolio Layer Method", "text": "Refer to Note 5 and Note 10 for additional information."}
-{"_id": "JPM20234478", "title": "JPM Financial Instruments \u2013 Credit Losses: Troubled Debt Restructurings (\u201cTDRs\u201d)", "text": "The adoption of this guidance eliminated the accounting and disclosure requirements for TDRs, including the requirement to measure the allowance using a discounted cash flow (\u201cDCF\u201d) methodology, and allowed the option of a non-DCF portfolio-based approach for modified loans to troubled borrowers. If a DCF methodology is still applied for these modified loans, the discount rate must be the post-modification effective interest rate, instead of the pre-modification effective interest rate."}
-{"_id": "JPM20234479", "title": "JPM Financial Instruments \u2013 Credit Losses: Troubled Debt Restructurings (\u201cTDRs\u201d)", "text": "The Firm elected to apply its non-DCF, portfolio-based allowance approach for modified loans to troubled borrowers for all portfolios except collateral-dependent loans and nonaccrual risk-rated loans which the Firm elected to continue applying a DCF methodology. Refer to Note 13 for a description of the portfolio-based allowance approach and the asset-specific allowance approach."}
-{"_id": "JPM20234480", "title": "JPM Financial Instruments \u2013 Credit Losses: Troubled Debt Restructurings (\u201cTDRs\u201d)", "text": "This guidance was adopted on January 1, 2023 under the modified retrospective method which resulted in a net decrease to the allowance for credit losses of $587 million and an increase to retained earnings of $446 million, after-tax, predominantly driven by residential real estate and credit card."}
-{"_id": "JPM20234481", "title": "JPM Financial Instruments \u2013 Credit Losses: Troubled Debt Restructurings (\u201cTDRs\u201d)", "text": "The adoption of this guidance eliminated the disclosure requirements for TDRs including the requirement to assess whether a modification is reasonably expected or involves a concession. The new guidance requires disclosure for loan modifications to borrowers experiencing financial difficulty consisting of principal forgiveness, interest rate reduction, other-than-insignificant payment delay, term extension or a combination of these modifications. The Firm has defined these types of modifications as financial difficulty modifications (\"FDMs\"). As a result of the elimination of the requirement to assess whether a modification is reasonably expected or involves a concession, the population of loans considered FDMs differs from those previously considered TDRs. This guidance also requires disclosure of current period gross charge-offs by vintage origination year."}
-{"_id": "JPM20234482", "title": "JPM Financial Instruments \u2013 Credit Losses: Troubled Debt Restructurings (\u201cTDRs\u201d)", "text": "Refer to Note 12 for further information."}
-{"_id": "JPM20234507", "title": "JPM Significant accounting policies", "text": "The following table identifies JPMorgan Chase\u2019s other significant accounting policies and the Note and page where a detailed description of each policy can be found. Fair value measurement##Note 2##page 175 Fair value option##Note 3##page 197 Derivative instruments##Note 5##page 203 Noninterest revenue and noninterest expense##Note 6##page 217 Interest income and Interest expense##Note 7##page 221 Pension and other postretirement employee benefit plans##Note 8##page 222 Employee share-based incentives##Note 9##page 225 Investment securities##Note 10##page 227 Securities financing activities##Note 11##page 232 Loans##Note 12##page 235 Allowance for credit losses##Note 13##page 255 Variable interest entities##Note 14##page 261 Goodwill, mortgage servicing rights, and other intangible assets##Note 15##page 269 Premises and equipment##Note 16##page 274 Leases##Note 18##page 275 Accounts payable & other liabilities##Note 19##page 277 Long-term debt##Note 20##page 278 Earnings per share##Note 23##page 283 Income taxes##Note 25##page 285 Off\u2013balance sheet lending-related financial instruments, guarantees and other commitments##Note 28##page 291 Litigation##Note 30##page 298"}
-{"_id": "JPM20234510", "title": "JPM Note 2 \u2013 Fair value measurement", "text": "JPMorgan Chase carries a portion of its assets and liabilities at fair value. These assets and liabilities are predominantly carried at fair value on a recurring basis (i.e., assets and liabilities that are measured and reported at fair value on the Firm\u2019s Consolidated balance sheets). Certain assets, liabilities and unfunded lending-related commitments are measured at fair value on a nonrecurring basis; that is, they are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment)."}
-{"_id": "JPM20234511", "title": "JPM Note 2 \u2013 Fair value measurement", "text": "Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is based on quoted market prices or inputs, where available. If prices or quotes are not available, fair value is based on valuation models and other valuation techniques that consider relevant transaction characteristics (such as maturity) and use, as inputs, observable or unobservable market parameters, including yield curves, interest rates, volatilities, prices (such as commodity, equity or debt prices), correlations, foreign exchange rates and credit curves. Fair value may also incorporate valuation adjustments."}
-{"_id": "JPM20234512", "title": "JPM Note 2 \u2013 Fair value measurement", "text": "The level of precision in estimating unobservable market inputs or other factors can affect the amount of gain or loss recorded for a particular position. Furthermore, while the Firm believes its valuation methods are appropriate and consistent with those of other market participants, the methods and assumptions used reflect management judgment and may vary across the Firm\u2019s businesses and portfolios."}
-{"_id": "JPM20234513", "title": "JPM Note 2 \u2013 Fair value measurement", "text": "The Firm uses various methodologies and assumptions in the determination of fair value. The use of different methodologies or assumptions by other market participants compared with those used by the Firm could result in the Firm deriving a different estimate of fair value at the reporting date."}
-{"_id": "JPM20234515", "title": "JPM Valuation process", "text": "Risk-taking functions are responsible for providing fair value estimates for assets and liabilities carried on the Consolidated balance sheets at fair value. The Firm\u2019s Valuation Control Group (\u201cVCG\u201d), which is part of the Firm\u2019s Finance function and independent of the risk-taking functions, is responsible for verifying these estimates and determining any fair value adjustments that may be required to ensure that the Firm\u2019s positions are recorded at fair value. In addition, the Firm\u2019s Valuation Governance Forum (\u201cVGF\u201d), which is composed of senior finance and risk executives, is responsible for overseeing the management of risks arising from valuation activities conducted across the Firm. The Firmwide VGF is chaired by the Firmwide head of the VCG (under the direction of the Firm\u2019s Controller), and includes sub-forums covering the CIB, CCB, CB, AWM and certain corporate functions including Treasury and CIO."}
-{"_id": "JPM20234517", "title": "JPM Price verification process", "text": "The VCG verifies fair value estimates provided by the risk-taking functions by leveraging independently derived prices, valuation inputs and other market data, where available. Where independent prices or inputs are not available, the VCG performs additional review to ensure the reasonableness of the estimates. The additional review may include evaluating the limited market activity including client unwinds, benchmarking valuation inputs to those used for similar instruments, decomposing the valuation of structured instruments into individual components, comparing expected to actual cash flows, reviewing profit and loss trends, and reviewing trends in collateral valuation. There are also additional levels of management review for more significant or complex positions."}
-{"_id": "JPM20234521", "title": "JPM Price verification process", "text": "The VCG determines any valuation adjustments that may be required to the estimates provided by the risk-taking functions. No adjustments to quoted prices are applied for instruments classified within level 1 of the fair value hierarchy (refer to the discussion below for further information on the fair value hierarchy). For other positions, judgment is required to assess the need for valuation adjustments to appropriately reflect liquidity considerations, unobservable parameters, and, for certain portfolios that meet specified criteria, the size of the net open risk position. The determination of such adjustments follows a consistent framework across the Firm: \u2022Liquidity valuation adjustments are considered where an observable external price or valuation parameter exists but is of lower reliability, potentially due to lower market activity. Liquidity valuation adjustments are made based on current market conditions. Factors that may be considered in determining the liquidity adjustment include analysis of: (1) the estimated bid-offer spread for the instrument being traded; (2) alternative pricing points for similar instruments in active markets; and (3) the range of reasonable values that the price or parameter could take. \u2022The Firm manages certain portfolios of financial instruments on the basis of net open risk exposure and, as permitted by U.S. GAAP, has elected to estimate the fair value of such portfolios on the basis of a transfer of the entire net open risk position in an orderly transaction. Where this is the case, valuation adjustments may be necessary to reflect the cost of exiting a larger-than-normal market-size net open risk position. Where applied, such adjustments are based on factors that a relevant market participant would consider in the transfer of the net open risk position, including the size of the adverse market move that is likely to occur during the period required to sufficiently reduce the net open risk position. \u2022Uncertainty adjustments related to unobservable parameters may be made when positions are valued using prices or input parameters to valuation models that are unobservable due to a lack of market activity or"}
-{"_id": "JPM20234525", "title": "JPM Notes to consolidated financial statements", "text": "because they cannot be implied from observable market data. Such prices or parameters must be estimated and are, therefore, subject to management judgment. Adjustments are made to reflect the uncertainty inherent in the resulting valuation estimate. \u2022Where appropriate, the Firm also applies adjustments to its estimates of fair value in order to appropriately reflect counterparty credit quality (CVA), the Firm\u2019s own creditworthiness (DVA) and the impact of funding (FVA), using a consistent framework across the Firm. Refer to Credit and funding adjustments on page 192 of this Note for more information on such adjustments."}
-{"_id": "JPM20234527", "title": "JPM Valuation model review and approval", "text": "If prices or quotes are not available for an instrument or a similar instrument, fair value is generally determined using valuation models that consider relevant transaction terms such as maturity and use as inputs market-based or independently sourced parameters. Where this is the case the price verification process described above is applied to the inputs in those models."}
-{"_id": "JPM20234528", "title": "JPM Valuation model review and approval", "text": "Under the Firm\u2019s Estimations and Model Risk Management Policy, MRGR reviews and approves new models, as well as material changes to existing models, prior to implementation in the operating environment. In certain circumstances exceptions may be granted to the Firm\u2019s policy to allow a model to be used prior to review or approval. MRGR may also require the user to take appropriate actions to mitigate the model risk if it is to be used in the interim. These actions will depend on the model and may include, for example, limitation of trading activity."}
-{"_id": "JPM20234533", "title": "JPM Fair value hierarchy", "text": "A three-level fair value hierarchy has been established under U.S. GAAP for disclosure of fair value measurements. The fair value hierarchy is based on the observability of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows. \u2022Level 1 \u2013 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. \u2022Level 2 \u2013 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. \u2022Level 3 \u2013 one or more inputs to the valuation methodology are unobservable and significant to the fair value measurement."}
-{"_id": "JPM20234534", "title": "JPM Fair value hierarchy", "text": "A financial instrument\u2019s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement."}
-{"_id": "JPM20234536", "title": "JPM 176 JPMorgan Chase & Co./2023 Form 10-K", "text": "The following table describes the valuation methodologies generally used by the Firm to measure its significant products/instruments at fair value, including the general classification of such instruments pursuant to the fair value hierarchy."}
-{"_id": "JPM20234539", "title": "JPM Securities financing agreements", "text": "Loans and lending-related commitments \u2014 wholesale Loans carried at fair value (trading loans and non-trading loans) and associated lending-related commitments"}
-{"_id": "JPM20234541", "title": "JPM Loans \u2014 consumer", "text": "Loans carried at fair value \u2014 conforming residential mortgage loans expected to be sold"}
-{"_id": "JPM20234582", "title": "JPM Notes to consolidated financial statements", "text": " Product/instrument##Valuation methodology Derivatives##Actively traded derivatives, e.g., exchange-traded derivatives, that are valued using quoted prices. ##Derivatives that are valued using models such as the Black-Scholes option pricing model, simulation models, or a combination of models that may use observable or unobservable valuation inputs as well as considering the contractual terms. The key valuation inputs used will depend on the type of derivative and the nature of the underlying instruments and may include equity prices, commodity prices, foreign exchange rates, volatilities, correlations, CDS spreads, recovery rates and prepayment speed. ##In addition, specific inputs used for derivatives that are valued based on models with significant unobservable inputs are as follows: ##Interest rate and FX exotic derivatives specific inputs include: ##\u2022 Interest rate curve ##\u2022 Interest rate volatility ##\u2022 Interest rate spread volatility ##\u2022 Bermudan switch value ##\u2022 Interest rate correlation ##\u2022 Interest rate-FX correlation ##\u2022 Foreign exchange correlation ##Credit derivatives specific inputs include: ##\u2022 Credit correlation between the underlying debt instruments ##Equity derivatives specific inputs include: ##\u2022 Forward equity price ##\u2022 Equity volatility ##\u2022 Equity correlation ##\u2022 Equity-FX correlation ##\u2022 Equity-IR correlation ##Commodity derivatives specific inputs include: ##\u2022 Forward commodity price ##\u2022 Commodity volatility ##\u2022 Commodity correlation ##Additionally, adjustments are made to reflect counterparty credit quality (CVA) and the impact of funding (FVA). Refer to page 192 of this Note. Mortgage servicing rights##Refer to Mortgage servicing rights in Note 15. Private equity direct investments##Fair value is estimated using all available information; the range of potential inputs include: ##\u2022 Transaction prices ##\u2022 Trading multiples of comparable public companies ##\u2022 Operating performance of the underlying portfolio company ##\u2022 Adjustments as required, since comparable public companies are not identical to the company being valued, and for company-specific issues including lack of liquidity ##\u2022 Additional available inputs relevant to the investment Fund investments (e.g., mutual/collective investment funds, private equity funds, hedge funds, and real estate funds)##Net asset value ##\u2022 NAV is supported by the ability to redeem and purchase at the NAV level ##\u2022 Adjustments to the NAV as required, for restrictions on redemption (e.g., lock-up periods or withdrawal limitations) or where observable activity is limited Beneficial interests issued by consolidated VIEs##Valued using observable market information, where available. ##In the absence of observable market information, valuations are based on the fair value of the underlying assets held by the VIE."}
-{"_id": "JPM20234583", "title": "JPM Notes to consolidated financial statements", "text": "(a)Excludes certain investments that are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient."}
-{"_id": "JPM20234586", "title": "JPM 178 JPMorgan Chase & Co./2023 Form 10-K", "text": " Product/instrument##Valuation methodology##Classification in the fair value hierarchy Structured notes (included in deposits, short-term borrowings and long-term debt)##Valuations are based on discounted cash flow analyses that consider the embedded derivative and the terms and payment structure of the note. The embedded derivative features are considered using models such as the Black-Scholes option pricing model, simulation models, or a combination of models that may use observable or unobservable valuation inputs, depending on the embedded derivative. The specific inputs used vary according to the nature of the embedded derivative features, as described in the discussion above regarding derivatives valuation. Adjustments are then made to this base valuation to reflect the Firm\u2019s own credit risk (DVA). Refer to page 192 of this Note.##Level 2 or 3"}
-{"_id": "JPM20234656", "title": "JPM Notes to consolidated financial statements", "text": "The following table presents the assets and liabilities reported at fair value as of December 31, 2023 and 2022, by major product category and fair value hierarchy. ####Assets and liabilities measured at fair value on a recurring basis################## ##########Fair value hierarchy############ December 31, 2023 (in millions)####Level 1####Level 2######Level 3####Derivative netting adjustments(f)####Total fair value Federal funds sold and securities purchased under resale agreements##$##\u2014##$##259,813####$##\u2014##$##\u2014##$##259,813 Securities borrowed####\u2014####70,086######\u2014####\u2014####70,086 Trading assets:###################### Debt instruments:###################### Mortgage-backed securities:###################### U.S. GSEs and government agencies(a)####\u2014####73,840######758####\u2014####74,598 Residential \u2013 nonagency####\u2014####1,921######5####\u2014####1,926 Commercial \u2013 nonagency####\u2014####1,362######12####\u2014####1,374 Total mortgage-backed securities####\u2014####77,123######775####\u2014####77,898 U.S. Treasury, GSEs and government agencies(a)####133,997####9,998######\u2014####\u2014####143,995 Obligations of U.S. states and municipalities####\u2014####5,858######10####\u2014####5,868 Certificates of deposit, bankers\u2019 acceptances and commercial paper####\u2014####756######\u2014####\u2014####756 Non-U.S. government debt securities####24,846####55,557######179####\u2014####80,582 Corporate debt securities####\u2014####32,854######484####\u2014####33,338 Loans####\u2014####7,872######684####\u2014####8,556 Asset-backed securities####\u2014####2,199######6####\u2014####2,205 Total debt instruments####158,843####192,217######2,138####\u2014####353,198 Equity securities####107,926####679######127####\u2014####108,732 Physical commodities(b)####2,479####3,305######7####\u2014####5,791 Other####\u2014####17,879######101####\u2014####17,980 Total debt and equity instruments(c)####269,248####214,080######2,373####\u2014####485,701 Derivative receivables:###################### Interest rate####2,815####243,578######4,298####(224,367)####26,324 Credit####\u2014####8,644######1,010####(9,103)####551 Foreign exchange####149####204,737######889####(187,756)####18,019 Equity####\u2014####55,167######2,522####(52,761)####4,928 Commodity####\u2014####15,234######205####(10,397)####5,042 Total derivative receivables####2,964####527,360######8,924####(484,384)####54,864 Total trading assets(d)####272,212####741,440######11,297####(484,384)####540,565 Available-for-sale securities:###################### Mortgage-backed securities:###################### U.S. GSEs and government agencies(a)####\u2014####85,170######\u2014####\u2014####85,170 Residential \u2013 nonagency####\u2014####3,639######\u2014####\u2014####3,639 Commercial \u2013 nonagency####\u2014####2,803######\u2014####\u2014####2,803 Total mortgage-backed securities####\u2014####91,612######\u2014####\u2014####91,612 U.S. Treasury and government agencies####57,683####122######\u2014####\u2014####57,805 Obligations of U.S. states and municipalities####\u2014####21,367######\u2014####\u2014####21,367 Non-U.S. government debt securities####13,095####8,187######\u2014####\u2014####21,282 Corporate debt securities####\u2014####100######\u2014####\u2014####100 Asset-backed securities:###################### Collateralized loan obligations####\u2014####6,752######\u2014####\u2014####6,752 Other(a)####\u2014####2,786######\u2014####\u2014####2,786 Total available-for-sale securities####70,778####130,926######\u2014####\u2014####201,704 Loans(e)####\u2014####35,772######3,079####\u2014####38,851 Mortgage servicing rights####\u2014####\u2014######8,522####\u2014####8,522 Other assets(d)####6,635####3,929######758####\u2014####11,322 Total assets measured at fair value on a recurring basis##$##349,625##$##1,241,966####$##23,656##$##(484,384)##$##1,130,863 Deposits##$##\u2014##$##76,551####$##1,833##$##\u2014##$##78,384 Federal funds purchased and securities loaned or sold under repurchase agreements####\u2014####169,003######\u2014####\u2014####169,003 Short-term borrowings####\u2014####18,284######1,758####\u2014####20,042 Trading liabilities:###################### Debt and equity instruments(c)####107,292####32,252######37####\u2014####139,581 Derivative payables:###################### Interest rate####4,409####232,277######3,796####(228,586)####11,896 Credit####\u2014####11,293######745####(10,949)####1,089 Foreign exchange####147####211,289######827####(199,643)####12,620 Equity####\u2014####60,887######4,924####(56,443)####9,368 Commodity####\u2014####15,894######484####(10,504)####5,874 Total derivative payables####4,556####531,640######10,776####(506,125)####40,847 Total trading liabilities####111,848####563,892######10,813####(506,125)####180,428 Accounts payable and other liabilities####3,968####1,617######52####\u2014####5,637 Beneficial interests issued by consolidated VIEs####\u2014####1######\u2014####\u2014####1 Long-term debt####\u2014####60,198######27,726####\u2014####87,924 Total liabilities measured at fair value on a recurring basis##$##115,816##$##889,546####$##42,182##$##(506,125)##$##541,419"}
-{"_id": "JPM20234723", "title": "JPM 180 JPMorgan Chase & Co./2023 Form 10-K", "text": " ##########Fair value hierarchy############ December 31, 2022 (in millions)####Level 1####Level 2######Level 3####Derivative netting adjustments(f)####Total fair value Federal funds sold and securities purchased under resale agreements##$##\u2014##$##311,883####$##\u2014##$##\u2014##$##311,883 Securities borrowed####\u2014####70,041######\u2014####\u2014####70,041 Trading assets:###################### Debt instruments:###################### Mortgage-backed securities:###################### U.S. GSEs and government agencies(a)####\u2014####68,162######759####\u2014####68,921 Residential \u2013 nonagency####\u2014####2,498######5####\u2014####2,503 Commercial \u2013 nonagency####\u2014####1,448######7####\u2014####1,455 Total mortgage-backed securities####\u2014####72,108######771####\u2014####72,879 U.S. Treasury, GSEs and government agencies(a)####61,191####8,546######\u2014####\u2014####69,737 Obligations of U.S. states and municipalities####\u2014####6,608######7####\u2014####6,615 Certificates of deposit, bankers\u2019 acceptances and commercial paper####\u2014####2,009######\u2014####\u2014####2,009 Non-U.S. government debt securities####18,213####48,429######155####\u2014####66,797 Corporate debt securities####\u2014####25,626######463####\u2014####26,089 Loans####\u2014####5,744######759####\u2014####6,503 Asset-backed securities####\u2014####2,536######23####\u2014####2,559 Total debt instruments####79,404####171,606######2,178####\u2014####253,188 Equity securities####82,483####2,060######665####\u2014####85,208 Physical commodities(b)####9,595####16,673######2####\u2014####26,270 Other####\u2014####18,146######64####\u2014####18,210 Total debt and equity instruments(c)####171,482####208,485######2,909####\u2014####382,876 Derivative receivables:###################### Interest rate####3,390####292,956######4,069####(271,996)####28,419 Credit####\u2014####9,722######607####(9,239)####1,090 Foreign exchange####169####240,207######1,203####(218,214)####23,365 Equity####\u2014####57,485######4,428####(52,774)####9,139 Commodity####\u2014####24,982######375####(16,490)####8,867 Total derivative receivables####3,559####625,352######10,682####(568,713)####70,880 Total trading assets(d)####175,041####833,837######13,591####(568,713)####453,756 Available-for-sale securities:###################### Mortgage-backed securities:###################### U.S. GSEs and government agencies(a)####3####71,500######\u2014####\u2014####71,503 Residential \u2013 nonagency####\u2014####4,620######\u2014####\u2014####4,620 Commercial \u2013 nonagency####\u2014####1,958######\u2014####\u2014####1,958 Total mortgage-backed securities####3####78,078######\u2014####\u2014####78,081 U.S. Treasury and government agencies####92,060####\u2014######\u2014####\u2014####92,060 Obligations of U.S. states and municipalities####\u2014####6,786######\u2014####\u2014####6,786 Non-U.S. government debt securities####10,591####9,105######\u2014####\u2014####19,696 Corporate debt securities####\u2014####118######239####\u2014####357 Asset-backed securities:###################### Collateralized loan obligations####\u2014####5,792######\u2014####\u2014####5,792 Other####\u2014####3,085######\u2014####\u2014####3,085 Total available-for-sale securities####102,654####102,964######239####\u2014####205,857 Loans(e)####\u2014####40,661######1,418####\u2014####42,079 Mortgage servicing rights####\u2014####\u2014######7,973####\u2014####7,973 Other assets(d)####7,544####6,065######405####\u2014####14,014 Total assets measured at fair value on a recurring basis##$##285,239##$##1,365,451####$##23,626##$##(568,713)##$##1,105,603 Deposits##$##\u2014##$##26,458####$##2,162##$##\u2014##$##28,620 Federal funds purchased and securities loaned or sold under repurchase agreements####\u2014####151,999######\u2014####\u2014####151,999 Short-term borrowings####\u2014####14,391######1,401####\u2014####15,792 Trading liabilities:###################### Debt and equity instruments(c)####98,719####28,032######84####\u2014####126,835 Derivative payables:###################### Interest rate####2,643####284,280######3,368####(274,321)####15,970 Credit####\u2014####9,377######594####(9,217)####754 Foreign exchange####160####250,647######714####(232,665)####18,856 Equity####\u2014####57,649######4,812####(53,657)####8,804 Commodity####\u2014####22,748######521####(16,512)####6,757 Total derivative payables####2,803####624,701######10,009####(586,372)####51,141 Total trading liabilities####101,522####652,733######10,093####(586,372)####177,976 Accounts payable and other liabilities####5,702####1,283######53####\u2014####7,038 Beneficial interests issued by consolidated VIEs####\u2014####5######\u2014####\u2014####5 Long-term debt####\u2014####48,189######24,092####\u2014####72,281 Total liabilities measured at fair value on a recurring basis##$##107,224##$##895,058####$##37,801##$##(586,372)##$##453,711"}
-{"_id": "JPM20234724", "title": "JPM 180 JPMorgan Chase & Co./2023 Form 10-K", "text": "(a)At December 31, 2023 and 2022, included total U.S. GSE obligations of $78.5 billion and $73.8 billion, respectively, which were mortgage-related."}
-{"_id": "JPM20234725", "title": "JPM 180 JPMorgan Chase & Co./2023 Form 10-K", "text": "(b)Physical commodities inventories are generally accounted for at the lower of cost or net realizable value. \u201cNet realizable value\u201d is a term defined in U.S. GAAP as not exceeding fair value less costs to sell (\u201ctransaction costs\u201d). Transaction costs for the Firm\u2019s physical commodities inventories are either not applicable or immaterial to the value of the inventory. Therefore, net realizable value approximates fair value for the Firm\u2019s physical commodities inventories. When fair value hedging has been applied (or when net realizable value is below cost), the carrying value of physical commodities approximates fair value, because under fair value hedge accounting, the cost basis is adjusted for changes in fair value. Refer to Note 5 for a further discussion of the Firm\u2019s hedge accounting relationships. To provide consistent fair value disclosure information, all physical commodities inventories have been included in each period presented."}
-{"_id": "JPM20234726", "title": "JPM 180 JPMorgan Chase & Co./2023 Form 10-K", "text": "(c)Balances reflect the reduction of securities owned (long positions) by the amount of identical securities sold but not yet purchased (short positions)."}
-{"_id": "JPM20234729", "title": "JPM Notes to consolidated financial statements", "text": "(d)Certain investments that are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient are not required to be classified in the fair value hierarchy. At December 31, 2023 and 2022, the fair values of these investments, which include certain hedge funds, private equity funds, real estate and other funds, were $1.0 billion and $950 million, respectively. Included in these balances at December 31, 2023 and 2022, were trading assets of $42 million and $43 million, respectively, and other assets of $984 million and $907 million, respectively."}
-{"_id": "JPM20234730", "title": "JPM Notes to consolidated financial statements", "text": "(e)At December 31, 2023 and 2022, included $10.2 billion and $9.7 billion, respectively, of residential first-lien mortgages, and $6.0 billion and $6.8 billion, respectively, of commercial first-lien mortgages. Residential mortgage loans include conforming mortgage loans originated with the intent to sell to U.S. GSEs and government agencies of $2.9 billion and $2.4 billion, respectively."}
-{"_id": "JPM20234731", "title": "JPM Notes to consolidated financial statements", "text": "(f)As permitted under U.S. GAAP, the Firm has elected to net derivative receivables and derivative payables and the related cash collateral received and paid when a legally enforceable master netting agreement exists. The level 3 balances would be reduced if netting were applied, including the netting benefit associated with cash collateral."}
-{"_id": "JPM20234734", "title": "JPM Level 3 valuations", "text": "The Firm has established well-structured processes for determining fair value, including for instruments where fair value is estimated using significant unobservable inputs (level 3). Refer to pages 175\u2013179 of this Note for further information on the Firm\u2019s valuation process and a detailed discussion of the determination of fair value for individual financial instruments."}
-{"_id": "JPM20234735", "title": "JPM Level 3 valuations", "text": "Estimating fair value requires the application of judgment. The type and level of judgment required is largely dependent on the amount of observable market information available to the Firm. For instruments valued using internally developed valuation models and other valuation techniques that use significant unobservable inputs and are therefore classified within level 3 of the fair value hierarchy, judgments used to estimate fair value are more significant than those required when estimating the fair value of instruments classified within levels 1 and 2."}
-{"_id": "JPM20234736", "title": "JPM Level 3 valuations", "text": "In arriving at an estimate of fair value for an instrument within level 3, management must first determine the appropriate valuation model or other valuation technique to use. Second, due to the lack of observability of significant inputs, management must assess relevant empirical data in deriving valuation inputs including transaction details, yield curves, interest rates, prepayment speed, default rates, volatilities, correlations, prices (such as commodity, equity or debt prices), valuations of comparable instruments, foreign exchange rates and credit curves."}
-{"_id": "JPM20234737", "title": "JPM Level 3 valuations", "text": "The following table presents the Firm\u2019s primary level 3 financial instruments, the valuation techniques used to measure the fair value of those financial instruments, the significant unobservable inputs, the range of values for those inputs and the weighted or arithmetic averages of such inputs. While the determination to classify an instrument within level 3 is based on the significance of the unobservable inputs to the overall fair value measurement, level 3 financial instruments typically include observable components (that is, components that are actively quoted and can be validated to external sources) in addition to the unobservable components. The level 1 and/or level 2 inputs are not included in the table. In addition, the Firm manages the risk of the observable components of level 3 financial instruments using securities and derivative positions that are classified within levels 1 or 2 of the fair value hierarchy."}
-{"_id": "JPM20234738", "title": "JPM Level 3 valuations", "text": "The range of values presented in the table is representative of the highest and lowest level input used to value the significant groups of instruments within a product/instrument classification. Where provided, the weighted averages of the input values presented in the table are calculated based on the fair value of the instruments that the input is being used to value."}
-{"_id": "JPM20234739", "title": "JPM Level 3 valuations", "text": "In the Firm\u2019s view, the input range, weighted and arithmetic average values do not reflect the degree of input uncertainty or an assessment of the reasonableness of the Firm\u2019s estimates and assumptions. Rather, they reflect the characteristics of the various instruments held by the Firm and the relative distribution of instruments within the range of characteristics. For example, two option contracts may have similar levels of market risk exposure and valuation uncertainty, but may have significantly different implied volatility levels because the option contracts have different underlyings, tenors, or strike prices. The input range and weighted and arithmetic average values will therefore vary from period-to-period and parameter-to-parameter based on the characteristics of the instruments held by the Firm at each balance sheet date."}
-{"_id": "JPM20234786", "title": "JPM Notes to consolidated financial statements", "text": " ########Level 3 inputs(a)########## December 31, 2023################## Product/Instrument####Fair value (in millions)##Principal valuation technique####Unobservable inputs(g)####Range of input values####Average(i) Residential mortgage-backed securities and loans(b)##$##1,743##Discounted cash flows####Yield##0%####72%##7% ##########Prepayment speed##3%####12%##9% ##########Conditional default rate##0%####6%##0% ##########Loss severity##0%####110%##3% Commercial mortgage-backed securities and loans(c)####1,460##Market comparables####Price##$0####$90##$80 Corporate debt securities####484##Market comparables####Price##$0####$242##$98 Loans(d)####1,335##Market comparables####Price##$0####$108##$79 Non-U.S. government debt securities####179##Market comparables####Price##$2####$109##$91 Net interest rate derivatives####495##Option pricing####Interest rate volatility##25bps####420bps##117bps ##########Interest rate spread volatility##37bps####77bps##64bps ##########Bermudan switch value##0%####54%##19% ##########Interest rate correlation##(82)%####90%##19% ##########IR-FX correlation##(35)%####60%##5% ####7##Discounted cash flows####Prepayment speed##0%####20%##5% Net credit derivatives####233##Discounted cash flows####Credit correlation##35%####70%##51% ##########Credit spread##0bps####3,617bps##384bps ##########Recovery rate##10%####90%##55% ####32##Market comparables####Price##$0####$115##$73 Net foreign exchange derivatives####128##Option pricing####IR-FX correlation##(40)%####60%##20% ####(66)##Discounted cash flows####Prepayment speed####11%####11% ##########Interest rate curve##2%####17%##7% Net equity derivatives####(2,402)##Option pricing####Forward equity price(h)##74%####148%##100% ##########Equity volatility##3%####145%##28% ##########Equity correlation##15%####100%##57% ##########Equity-FX correlation##(88)%####65%##(30)% ##########Equity-IR correlation##(19)%####20%##12% Net commodity derivatives####(279)##Option pricing####Oil commodity forward##$84 / BBL####$270 / BBL##$177 / BBL ##########Natural gas commodity forward##$2 / MMBTU####$6 / MMBTU##$4 / MMBTU ##########Commodity volatility##17%####20%##18% ##########Commodity correlation##(35)%####98%##31% MSRs####8,522##Discounted cash flows####Refer to Note 15######## Long-term debt, short-term borrowings, and deposits(e)####30,078##Option pricing####Interest rate volatility##25bps####420bps##117bps ##########Bermudan switch value##0%####54%##19% ##########Interest rate correlation##(82)%####90%##19% ##########IR-FX correlation##(35)%####60%##5% ##########Equity correlation##15%####100%##57% ##########Equity-FX correlation##(88)%####65%##(30)% ##########Equity-IR correlation##(19)%####20%##12% ####1,239##Discounted cash flows####Credit correlation##35%####70%##51% ##########Yield##5%####20%##12% ##########Loss severity##0%####100%##50% Other level 3 assets and liabilities, net(f)####920##############"}
-{"_id": "JPM20234787", "title": "JPM Notes to consolidated financial statements", "text": "(a)The categories presented in the table have been aggregated based upon the product type, which may differ from their classification on the Consolidated balance sheets. Furthermore, the inputs presented for each valuation technique in the table are, in some cases, not applicable to every instrument valued using the technique as the characteristics of the instruments can differ."}
-{"_id": "JPM20234788", "title": "JPM Notes to consolidated financial statements", "text": "(b)Comprises U.S. GSE and government agency securities of $758 million, nonagency securities of $5 million and non-trading loans of $980 million."}
-{"_id": "JPM20234789", "title": "JPM Notes to consolidated financial statements", "text": "(c)Comprises nonagency securities of $12 million, trading loans of $65 million and non-trading loans of $1.4 billion."}
-{"_id": "JPM20234790", "title": "JPM Notes to consolidated financial statements", "text": "(d)Comprises trading loans of $619 million and non-trading loans of $716 million."}
-{"_id": "JPM20234791", "title": "JPM Notes to consolidated financial statements", "text": "(e)Long-term debt, short-term borrowings and deposits include structured notes issued by the Firm that are financial instruments that typically contain embedded derivatives. The estimation of the fair value of structured notes includes the derivative features embedded within the instrument. The significant unobservable inputs are broadly consistent with those presented for derivative receivables."}
-{"_id": "JPM20234792", "title": "JPM Notes to consolidated financial statements", "text": "(f)Includes equity securities of $671 million including $544 million in Other assets, for which quoted prices are not readily available and the fair value is generally based on internal valuation techniques such as EBITDA multiples and comparable analysis. All other level 3 assets and liabilities are insignificant both individually and in aggregate."}
-{"_id": "JPM20234793", "title": "JPM Notes to consolidated financial statements", "text": "(g)Price is a significant unobservable input for certain instruments. When quoted market prices are not readily available, reliance is generally placed on price-based internal valuation techniques. The price input is expressed assuming a par value of $100."}
-{"_id": "JPM20234794", "title": "JPM Notes to consolidated financial statements", "text": "(h)Forward equity price is expressed as a percentage of the current equity price."}
-{"_id": "JPM20234795", "title": "JPM Notes to consolidated financial statements", "text": "(i)Amounts represent weighted averages except for derivative related inputs where arithmetic averages are used."}
-{"_id": "JPM20234798", "title": "JPM Changes in and ranges of unobservable inputs", "text": "The following discussion provides a description of the impact on a fair value measurement of a change in each unobservable input in isolation, and the interrelationship between unobservable inputs, where relevant and significant. The impact of changes in inputs may not be independent, as a change in one unobservable input may give rise to a change in another unobservable input. Where relationships do exist between two unobservable inputs, those relationships are discussed below. Relationships may also exist between observable and unobservable inputs (for example, as observable interest rates rise, unobservable prepayment rates decline); such relationships have not been included in the discussion below. In addition, for each of the individual relationships described below, the inverse relationship would also generally apply."}
-{"_id": "JPM20234799", "title": "JPM Changes in and ranges of unobservable inputs", "text": "The following discussion also provides a description of attributes of the underlying instruments and external market factors that affect the range of inputs used in the valuation of the Firm\u2019s positions."}
-{"_id": "JPM20234800", "title": "JPM Changes in and ranges of unobservable inputs", "text": "Yield \u2013 The yield of an asset is the interest rate used to discount future cash flows in a discounted cash flow calculation. An increase in the yield, in isolation, would result in a decrease in a fair value measurement."}
-{"_id": "JPM20234801", "title": "JPM Changes in and ranges of unobservable inputs", "text": "Credit spread \u2013 The credit spread is the amount of additional annualized return over the market interest rate that a market participant would demand for taking exposure to the credit risk of an instrument. The credit spread for an instrument forms part of the discount rate used in a discounted cash flow calculation. Generally, an increase in the credit spread would result in a decrease in a fair value measurement."}
-{"_id": "JPM20234802", "title": "JPM Changes in and ranges of unobservable inputs", "text": "The yield and the credit spread of a particular mortgage-backed security primarily reflect the risk inherent in the instrument. The yield is also impacted by the absolute level of the coupon paid by the instrument (which may not correspond directly to the level of inherent risk). Therefore, the range of yield and credit spreads reflects the range of risk inherent in various instruments owned by the Firm. The risk inherent in mortgage-backed securities is driven by the subordination of the security being valued and the characteristics of the underlying mortgages within the collateralized pool, including borrower FICO scores, LTV ratios for residential mortgages and the nature of the property and/or any tenants for commercial mortgages. For corporate debt securities, obligations of U.S. states and municipalities and other similar instruments, credit spreads reflect the credit quality of the obligor and the tenor of the obligation."}
-{"_id": "JPM20234803", "title": "JPM Changes in and ranges of unobservable inputs", "text": "Prepayment speed \u2013 The prepayment speed is a measure of the voluntary unscheduled principal repayments of a prepayable obligation in a collateralized pool. Prepayment speeds generally decline as borrower delinquencies rise. An increase in prepayment speeds, in isolation, would result in a decrease in a fair value measurement of assets valued at a premium to par and an increase in a fair value measurement of assets valued at a discount to par."}
-{"_id": "JPM20234804", "title": "JPM Changes in and ranges of unobservable inputs", "text": "Prepayment speeds may vary from collateral pool to collateral pool, and are driven by the type and location of the underlying borrower, and the remaining tenor of the obligation as well as the level and type (e.g., fixed or floating) of interest rate being paid by the borrower. Typically collateral pools with higher borrower credit quality have a higher prepayment rate than those with lower borrower credit quality, all other factors being equal."}
-{"_id": "JPM20234805", "title": "JPM Changes in and ranges of unobservable inputs", "text": "Conditional default rate \u2013 The conditional default rate is a measure of the reduction in the outstanding collateral balance underlying a collateralized obligation as a result of defaults. While there is typically no direct relationship between conditional default rates and prepayment speeds, collateralized obligations for which the underlying collateral has high prepayment speeds will tend to have lower conditional default rates. An increase in conditional default rates would generally be accompanied by an increase in loss severity and an increase in credit spreads. An increase in the conditional default rate, in isolation, would result in a decrease in a fair value measurement. Conditional default rates reflect the quality of the collateral underlying a securitization and the structure of the securitization itself. Based on the types of securities owned in the Firm\u2019s market-making portfolios, conditional default rates are most typically at the lower end of the range presented."}
-{"_id": "JPM20234806", "title": "JPM Changes in and ranges of unobservable inputs", "text": "Loss severity \u2013 The loss severity (the inverse concept is the recovery rate) is the expected amount of future realized losses resulting from the ultimate liquidation of a particular loan, expressed as the net amount of loss relative to the outstanding loan balance. An increase in loss severity is generally accompanied by an increase in conditional default rates. An increase in the loss severity, in isolation, would result in a decrease in a fair value measurement."}
-{"_id": "JPM20234807", "title": "JPM Changes in and ranges of unobservable inputs", "text": "The loss severity applied in valuing a mortgage-backed security depends on factors relating to the underlying mortgages, including the LTV ratio, the nature of the lender\u2019s lien on the property and other instrument-specific factors."}
-{"_id": "JPM20234810", "title": "JPM Notes to consolidated financial statements", "text": "Correlation \u2013 Correlation is a measure of the relationship between the movements of two variables. Correlation is a pricing input for a derivative product where the payoff is driven by one or more underlying risks. Correlation inputs are related to the type of derivative (e.g., interest rate, credit, equity, foreign exchange and commodity) due to the nature of the underlying risks. When parameters are positively correlated, an increase in one parameter will result in an increase in the other parameter. When parameters are negatively correlated, an increase in one parameter will result in a decrease in the other parameter. An increase in correlation can result in an increase or a decrease in a fair value measurement. Given a short correlation position, an increase in correlation, in isolation, would generally result in a decrease in a fair value measurement."}
-{"_id": "JPM20234811", "title": "JPM Notes to consolidated financial statements", "text": "The level of correlation used in the valuation of derivatives with multiple underlying risks depends on a number of factors including the nature of those risks. For example, the correlation between two credit risk exposures would be different than that between two interest rate risk exposures. Similarly, the tenor of the transaction may also impact the correlation input, as the relationship between the underlying risks may be different over different time periods. Furthermore, correlation levels are very much dependent on market conditions and could have a relatively wide range of levels within or across asset classes over time, particularly in volatile market conditions."}
-{"_id": "JPM20234812", "title": "JPM Notes to consolidated financial statements", "text": "Volatility \u2013 Volatility is a measure of the variability in possible returns for an instrument, parameter or market index given how much the particular instrument, parameter or index changes in value over time. Volatility is a pricing input for options, including equity options, commodity options, and interest rate options. Generally, the higher the volatility of the underlying, the riskier the instrument. Given a long position in an option, an increase in volatility, in isolation, would generally result in an increase in a fair value measurement."}
-{"_id": "JPM20234813", "title": "JPM Notes to consolidated financial statements", "text": "The level of volatility used in the valuation of a particular option-based derivative depends on a number of factors, including the nature of the risk underlying the option (e.g., the volatility of a particular equity security may be significantly different from that of a particular commodity index), the tenor of the derivative as well as the strike price of the option."}
-{"_id": "JPM20234814", "title": "JPM Notes to consolidated financial statements", "text": "Bermudan switch value \u2013 The switch value is the difference between the overall value of a Bermudan swaption, which can be exercised at multiple points in time, and its most expensive European swaption and reflects the additional value that the multiple exercise dates provide the holder. Switch values are dependent on market conditions and can vary greatly depending on a number of factors, such as the tenor of the underlying swap as well as the strike price of the option. An increase in switch value, in isolation, would generally result in an increase in a fair value measurement."}
-{"_id": "JPM20234815", "title": "JPM Notes to consolidated financial statements", "text": "Interest rate curve \u2013 The interest rate curve represents the relationship of interest rates over differing tenors. The interest rate curve is used to set interest rate and foreign exchange derivative cash flows and is also a pricing input used in the discounting of any derivative cash flow."}
-{"_id": "JPM20234816", "title": "JPM Notes to consolidated financial statements", "text": "Forward price \u2013 The forward price is the price at which the buyer agrees to purchase the asset underlying a forward contract on the predetermined future delivery date, and is such that the value of the contract is zero at inception."}
-{"_id": "JPM20234817", "title": "JPM Notes to consolidated financial statements", "text": "The forward price is used as an input in the valuation of certain derivatives and depends on a number of factors including interest rates, the current price of the underlying asset, and the expected income to be received and costs to be incurred by the seller as a result of holding that asset until the delivery date. An increase in the forward can result in an increase or a decrease in a fair value measurement."}
-{"_id": "JPM20234819", "title": "JPM Changes in level 3 recurring fair value measurements", "text": "The following tables include a rollforward of the Consolidated balance sheets amounts (including changes in fair value) for financial instruments classified by the Firm within level 3 of the fair value hierarchy for the years ended December 31, 2023, 2022 and 2021. When a determination is made to classify a financial instrument within level 3, the determination is based on the significance of the unobservable inputs to the overall fair value measurement. However, level 3 financial instruments typically include, in addition to the unobservable or level 3 components, observable components (that is, components that are actively quoted and can be validated to external sources); accordingly, the gains and losses in the table below include changes in fair value due in part to observable factors that are part of the valuation methodology. The Firm risk-manages the observable components of level 3 financial instruments using securities and derivative positions that are classified within level 1 or 2 of the fair value hierarchy; as these level 1 and level 2 risk management instruments are not included below, the gains or losses in the following tables do not reflect the effect of the Firm\u2019s risk management activities related to such level 3 instruments."}
-{"_id": "JPM20234864", "title": "JPM 186 JPMorgan Chase & Co./2023 Form 10-K", "text": " ######################Fair value measurements using significant unobservable inputs########################## Year ended December 31, 2023 (in millions)####Fair value at January 1, 2023######Total realized/unrealized gains/(losses)######################Transfers into level 3####Transfers (out of) level 3####Fair value at Dec. 31, 2023######Change in unrealized gains/(losses) related to financial instruments held at Dec. 31, 2023## ################Purchases(g)####Sales########Settlements(h)#################### Assets:(a)################################################ Federal funds sold and securities purchased under resale agreements##$##\u2014##$##\u2014######$##\u2014##$##\u2014######$##\u2014##$##\u2014##$##\u2014##$##\u2014##$##\u2014#### Trading assets:################################################ Debt instruments:################################################ Mortgage-backed securities:################################################ U.S. GSEs and government agencies####759####4########249####(133)########(107)####\u2014####(14)####758####1#### Residential \u2013 nonagency####5####6########\u2014####(6)########(1)####1####\u2014####5####1#### Commercial \u2013 nonagency####7####6########\u2014####\u2014########(1)####8####(8)####12####7#### Total mortgage-backed securities####771####16########249####(139)########(109)####9####(22)####775####9#### Obligations of U.S. states and municipalities####7####\u2014########1####\u2014########(1)####3####\u2014####10####\u2014#### Non-U.S. government debt securities####155####74########217####(254)########\u2014####22####(35)####179####74#### Corporate debt securities####463####36########322####(172)########(41)####114####(238)####484####35#### Loans####759####(15)########1,027####(499)########(441)####382####(529)####684####30#### Asset-backed securities####23####\u2014########7####(12)########(1)####5####(16)####6####\u2014#### Total debt instruments####2,178####111########1,823####(1,076)########(593)####535####(840)####2,138####148#### Equity securities####665####(53)########164####(239)########(384)####192####(218)####127####(422)#### Physical commodities####2####\u2014########7####\u2014########(2)####\u2014####\u2014####7####\u2014#### Other####64####(58)########141####\u2014########(5)####1####(42)####101####(28)#### Total trading assets \u2013 debt and equity instruments####2,909####\u2014########2,135####(1,315)########(984)####728####(1,100)####2,373####(302)####(c) Net derivative receivables:(b)################################################ Interest rate####701####556########251####(255)########654####(1,117)####(288)####502####419#### Credit####13####304########(60)####(25)########47####15####(29)####265####230#### Foreign exchange####489####31########151####(144)########(187)####144####(422)####62####(80)#### Equity####(384)####191########928####(1,931)########(1,306)####700####(600)####(2,402)####(646)#### Commodity####(146)####(59)########59####(290)########(51)####(11)####219####(279)####(144)#### Total net derivative receivables####673####1,023####(c)####1,329####(2,645)########(843)####(269)####(1,120)####(1,852)####(221)####(c) Available-for-sale securities:################################################ Corporate debt securities####239####24########\u2014####(225)########\u2014####\u2014####(38)####\u2014####\u2014#### Total available-for-sale securities####239####24####(d)####\u2014####(225)########\u2014####\u2014####(38)####\u2014####\u2014#### Loans####1,418####289####(c)####2,398####(120)########(1,147)####1,306####(1,065)####3,079####293####(c) Mortgage servicing rights####7,973####467####(e)####1,281####(188)########(1,011)####\u2014####\u2014####8,522####467####(e) Other assets####405####(36)####(c)####525####(20)########(147)####45####(14)####758####(82)####(c) ######################Fair value measurements using significant unobservable inputs########################## Year ended December 31, 2023 (in millions)####Fair value at January 1, 2023######Total realized/unrealized (gains)/losses##########################Transfers (out of) level 3####Fair value at Dec. 31, 2023######Change in unrealized (gains)/losses related to financial instruments held at Dec. 31, 2023## ################Purchases####Sales####Issuances####Settlements(h)####Transfers into level 3################ Liabilities:(a)################################################ Deposits##$##2,162##$##95####(c)(f)##$##\u2014##$##\u2014##$##940##$##(1,043)##$##\u2014##$##(321)##$##1,833##$##73####(c)(f) Short-term borrowings####1,401####201####(c)(f)####\u2014####\u2014####4,522####(4,345)####3####(24)####1,758####14####(c)(f) Trading liabilities \u2013 debt and equity instruments####84####(21)####(c)####(32)####9####\u2014####(2)####19####(20)####37####\u2014#### Accounts payable and other liabilities####53####(4)####(c)####(16)####24####\u2014####\u2014####8####(13)####52####(4)####(c) Long-term debt####24,092####3,010####(c)(f)####\u2014####\u2014####12,679####(11,555)####229####(729)####27,726####2,870####(c)(f)"}
-{"_id": "JPM20234910", "title": "JPM Notes to consolidated financial statements", "text": " ####################Fair value measurements using significant unobservable inputs############ Year ended December 31, 2022 (in millions)####Fair value at January 1, 2022####Total realized/unrealized gains/(losses)######################## ##############Purchases(g)####Sales##########Settlements(h)####Transfers into level 3 Assets:(a)################################ Federal funds sold and securities purchased under resale agreements##$##\u2014####$##\u2014######$##1##$##(1)########$##(1) Trading assets:################################ Debt instruments:################################ Mortgage-backed securities:################################ U.S. GSEs and government agencies####265######31########673####(125)##########(84) Residential \u2013 nonagency####28######(1)########7####(5)##########(12) Commercial \u2013 nonagency####10######\u2014########\u2014####(1)##########\u2014 Total mortgage-backed securities####303######30########680####(131)##########(96) Obligations of U.S. states and municipalities####7######\u2014########\u2014####\u2014##########\u2014 Non-U.S. government debt securities####81######(92)########494####(338)##########(4) Corporate debt securities####332######(30)########404####(178)##########(100) Loans####708######(51)########652####(605)##########(230) Asset-backed securities####26######5########19####(24)##########(1) Total debt instruments####1,457######(138)########2,249####(1,276)##########(431) Equity securities####662######(1,036)########473####(377)##########(2) Physical commodities####\u2014######(1)########3####\u2014##########\u2014 Other####160######93########37####\u2014##########(221) Total trading assets \u2013 debt and equity instruments####2,279######(1,082)####(c)####2,762####(1,653)##########(654) Net derivative receivables:(b)################################ Interest rate####(16)######187########325####(483)##########329 Credit####74######226########17####(9)##########(271) Foreign exchange####(419)######726########215####(114)##########83 Equity####(3,626)######5,016########1,226####(2,530)##########96 Commodity####(907)######571########110####(331)##########350 Total net derivative receivables####(4,894)######6,726####(c)####1,893####(3,467)##########587 Available-for-sale securities:################################ Corporate debt securities####161######5########88####\u2014##########(15) Total available-for-sale securities####161######5####(d)####88####\u2014##########(15) Loans####1,933######(158)####(c)####568####(261)##########(886) Mortgage servicing rights####5,494######2,039####(e)####2,198####(822)##########(936) Other assets####306######194####(c)####50####(38)##########(103) ####################Fair value measurements using significant unobservable inputs############ Year ended December 31, 2022 (in millions)####Fair value at January 1, 2022########Total realized/unrealized (gains)/losses#################### ######Purchases############Sales####Issuances######Settlements(h)####Transfers into level 3 Liabilities:(a)################################ Deposits##$##2,317####$##(292)####(c)(f)##$##\u2014##$##\u2014##$##531####$##(114) Short-term borrowings####2,481######(358)####(c)(f)####\u2014####\u2014####3,963######(4,685) Trading liabilities \u2013 debt and equity instruments####30######(31)####(c)####(41)####77####\u2014######\u2014 Accounts payable and other liabilities####69######(16)####(c)####(37)####42####\u2014######\u2014 Long-term debt####24,374######(3,869)####(c)(f)####\u2014####\u2014####12,714######(8,876)"}
-{"_id": "JPM20234955", "title": "JPM 188 JPMorgan Chase & Co./2023 Form 10-K", "text": " ######################Fair value measurements using significant unobservable inputs######## Year ended December 31, 2021 (in millions)####Fair value at January 1, 2021######Total realized/unrealized gains/(losses)#################### ################Purchases(g)####Sales##########Settlements(h) Assets:(a)############################## Federal funds sold and securities purchased under resale agreements##$##\u2014##$##\u2014######$##\u2014##$##\u2014########$##\u2014 Trading assets:############################## Debt instruments:############################## Mortgage-backed securities:############################## U.S. GSEs and government agencies####449####(28)########21####(67)##########(110) Residential \u2013 nonagency####28####\u2014########26####(24)##########(5) Commercial \u2013 nonagency####3####5########12####(7)##########(17) Total mortgage-backed securities####480####(23)########59####(98)##########(132) Obligations of U.S. states and municipalities####8####\u2014########\u2014####\u2014##########(1) Non-U.S. government debt securities####182####(14)########359####(332)##########(7) Corporate debt securities####507####(23)########404####(489)##########(4) Loans####893####2########994####(669)##########(287) Asset-backed securities####28####28########76####(99)##########(2) Total debt instruments####2,098####(30)########1,892####(1,687)##########(433) Equity securities####476####(77)########378####(168)##########\u2014 Physical commodities####\u2014####\u2014########\u2014####\u2014##########\u2014 Other####49####74########233####\u2014##########(98) Total trading assets \u2013 debt and equity instruments####2,623####(33)####(c)####2,503####(1,855)##########(531) Net derivative receivables:(b)############################## Interest rate####258####1,789########116####(192)##########(2,011) Credit####(224)####130########6####(12)##########146 Foreign exchange####(434)####(209)########110####(110)##########222 Equity####(3,862)####(480)########1,285####(2,813)##########1,758 Commodity####(731)####(728)########145####(493)##########916 Total net derivative receivables####(4,993)####502####(c)####1,662####(3,620)##########1,031 Available-for-sale securities:############################## Corporate debt securities####\u2014####(1)########162####\u2014##########\u2014 Total available-for-sale securities####\u2014####(1)####(d)####162####\u2014##########\u2014 Loans####2,305####(87)####(c)####612####(439)##########(965) Mortgage servicing rights####3,276####98####(e)####3,022####(114)##########(788) Other assets####538####16####(c)####9####(17)##########(239) ######################Fair value measurements using significant unobservable inputs######## Year ended December 31, 2021 (in millions)####Fair value at January 1, 2021######Total realized/unrealized (gains)/losses#################### ################Purchases####Sales######Issuances####Settlements(h) Liabilities:(a)############################## Deposits##$##2,913##$##(80)####(c)(f)##$##\u2014##$##\u2014####$##431##$##(467) Short-term borrowings####2,420####(1,391)####(c)(f)####\u2014####\u2014######6,823####(5,308) Trading liabilities \u2013 debt and equity instruments####51####(8)####(c)####(101)####38######\u2014####\u2014 Accounts payable and other liabilities####68####8####(c)####\u2014####1######\u2014####\u2014 Long-term debt####23,397####369####(c)(f)####\u2014####\u2014######13,505####(12,191)"}
-{"_id": "JPM20234956", "title": "JPM 188 JPMorgan Chase & Co./2023 Form 10-K", "text": "(a)Level 3 assets at fair value as a percentage of total Firm assets at fair value (including assets measured at fair value on a nonrecurring basis) were 2% at December 31, 2023, 2022 and 2021. Level 3 liabilities at fair value as a percentage of total Firm liabilities at fair value (including liabilities measured at fair value on a nonrecurring basis) were 8% at both December 31, 2023 and December 31, 2022 and 10% at December 31, 2021."}
-{"_id": "JPM20234957", "title": "JPM 188 JPMorgan Chase & Co./2023 Form 10-K", "text": "(b)All level 3 derivatives are presented on a net basis, irrespective of the underlying counterparty."}
-{"_id": "JPM20234960", "title": "JPM Notes to consolidated financial statements", "text": "(c)Predominantly reported in principal transactions revenue, except for changes in fair value for CCB mortgage loans and lending-related commitments originated with the intent to sell, and mortgage loan purchase commitments, which are reported in mortgage fees and related income."}
-{"_id": "JPM20234961", "title": "JPM Notes to consolidated financial statements", "text": "(d)Realized gains/(losses) on AFS securities are reported in investment securities gains/(losses). Unrealized gains/(losses) are reported in OCI. Realized and unrealized gains/(losses) recorded on level 3 AFS securities were not material for the years ended December 31, 2023, 2022 and 2021."}
-{"_id": "JPM20234962", "title": "JPM Notes to consolidated financial statements", "text": "(e)Changes in fair value for MSRs are reported in mortgage fees and related income."}
-{"_id": "JPM20234963", "title": "JPM Notes to consolidated financial statements", "text": "(f)Realized (gains)/losses due to DVA for fair value option elected liabilities are reported in principal transactions revenue, and were not material for the years ended December 31, 2023, 2022 and 2021. Unrealized (gains)/losses are reported in OCI, and were $(158) million, $(529) million and $258 million for the years ended December 31, 2023, 2022 and 2021, respectively."}
-{"_id": "JPM20234964", "title": "JPM Notes to consolidated financial statements", "text": "(g)Loan originations are included in purchases."}
-{"_id": "JPM20234965", "title": "JPM Notes to consolidated financial statements", "text": "(h)Includes financial assets and liabilities that have matured, been partially or fully repaid, impacts of modifications, deconsolidations associated with beneficial interests in VIEs and other items."}
-{"_id": "JPM20234968", "title": "JPM Consolidated balance sheets changes", "text": "The following describes significant changes to level 3 assets since December 31, 2022, for those items measured at fair value on a recurring basis. Refer to Assets and liabilities measured at fair value on a nonrecurring basis on page 193 for further information on changes impacting items measured at fair value on a nonrecurring basis."}
-{"_id": "JPM20234970", "title": "JPM For the year ended December 31, 2023", "text": "Level 3 assets were $23.7 billion at December 31, 2023, reflecting an increase of $30 million from December 31, 2022."}
-{"_id": "JPM20234973", "title": "JPM For the year ended December 31, 2023", "text": "The increase for the year ended December 31, 2023 was driven by: \u2022$1.7 billion increase in non-trading loans largely due to $1.1 billion of loans in CIB associated with First Republic. \u2022$549 million increase in MSRs,"}
-{"_id": "JPM20234975", "title": "JPM For the year ended December 31, 2023", "text": "predominantly offset by: \u2022$1.8 billion decrease in gross derivative receivables due to settlements and net transfers largely offset by gains and purchases."}
-{"_id": "JPM20234976", "title": "JPM For the year ended December 31, 2023", "text": "Refer to Note 15 for information on MSRs."}
-{"_id": "JPM20234977", "title": "JPM For the year ended December 31, 2023", "text": "Refer to the sections below for additional information."}
-{"_id": "JPM20234983", "title": "JPM fair value on a recurring basis", "text": "During the year ended December 31, 2023, significant transfers from level 2 into level 3 included the following: \u2022$951 million of gross interest rate derivative receivables as a result of a decrease in observability and an increase in the significance of unobservable inputs and $2.1 billion of gross interest rate derivative payables as a result of transition to term SOFR for certain interest rate options. \u2022$1.5 billion of gross equity derivative receivables and $829 million of gross equity derivative payables as a result of a decrease in observability and an increase in the significance of unobservable inputs. \u2022$1.3 billion of non-trading loans driven by a decrease in observability."}
-{"_id": "JPM20234988", "title": "JPM fair value on a recurring basis", "text": "During the year ended December 31, 2023, significant transfers from level 3 into level 2 included the following: \u2022$1.1 billion of total debt and equity instruments, partially due to trading loans, driven by an increase in observability. \u2022$921 million of gross interest rate derivative receivables as a result of an increase in observability and a decrease in the significance of unobservable inputs. \u2022$2.3 billion of gross equity derivative receivables and $1.7 billion of gross equity derivative payables as a result of an increase in observability and a decrease in the significance of unobservable inputs. \u2022$1.1 billion of non-trading loans as a result of an increase in observability and a decrease in the significance of unobservable inputs."}
-{"_id": "JPM20234994", "title": "JPM fair value on a recurring basis", "text": "During the year ended December 31, 2022, significant transfers from level 2 into level 3 included the following: \u2022$2.4 billion of total debt and equity instruments, predominantly due to equity securities of $1.1 billion driven by a decrease in observability predominantly as a result of restricted access to certain markets and trading loans of $925 million driven by a decrease in observability. \u2022$1.6 billion of gross interest rate derivative receivables and $878 million of gross interest rate derivative payables as a result of a decrease in observability and an increase in the significance of unobservable inputs. \u2022$1.6 billion of gross equity derivative receivables and $2.3 billion of gross equity derivative payables as a result of a decrease in observability and an increase in the significance of unobservable inputs. \u2022$1.1 billion of non-trading loans driven by a decrease in observability. \u2022$793 million of long-term debt driven by a decrease in observability and an increase in the significance of unobservable inputs for structured notes."}
-{"_id": "JPM20235001", "title": "JPM 190 JPMorgan Chase & Co./2023 Form 10-K", "text": "During the year ended December 31, 2022, significant transfers from level 3 into level 2 included the following: \u2022$1.2 billion of total debt and equity instruments, largely due to trading loans, driven by an increase in observability. \u2022$1.2 billion of gross interest rate derivative receivables and $807 million of gross interest rate derivative payables as a result of an increase in observability and a decrease in the significance of unobservable inputs. \u2022$2.2 billion of gross equity derivative receivables and $2.3 billion of gross equity derivative payables as a result of an increase in observability and a decrease in the significance of unobservable inputs. \u2022$831 million of non-trading loans driven by an increase in observability. \u2022$1.0 billion of long-term debt driven by an increase in observability and a decrease in the significance of unobservable inputs for structured notes."}
-{"_id": "JPM20235005", "title": "JPM 190 JPMorgan Chase & Co./2023 Form 10-K", "text": "During the year ended December 31, 2021, significant transfers from level 2 into level 3 included the following: \u2022$1.0 billion of total debt and equity instruments, largely due to trading loans, driven by a decrease in observability. \u2022$1.5 billion of gross equity derivative receivables and $1.2 billion of gross equity derivative payables as a result of a decrease in observability and an increase in the significance of unobservable inputs. \u2022$1.3 billion of non-trading loans driven by a decrease in observability."}
-{"_id": "JPM20235010", "title": "JPM 190 JPMorgan Chase & Co./2023 Form 10-K", "text": "During the year ended December 31, 2021, significant transfers from level 3 into level 2 included the following: \u2022$1.4 billion of total debt and equity instruments, largely due to trading loans, driven by an increase in observability. \u2022$1.9 billion of gross equity derivative receivables and $2.1 billion of gross equity derivative payables as a result of an increase in observability and a decrease in the significance of unobservable inputs. \u2022$794 million of non-trading loans driven by an increase in observability. \u2022$809 million of long-term debt driven by an increase in observability and a decrease in the significance of unobservable inputs for structured notes."}
-{"_id": "JPM20235011", "title": "JPM 190 JPMorgan Chase & Co./2023 Form 10-K", "text": "All transfers are based on changes in the observability and/or significance of the valuation inputs and are assumed to occur at the beginning of the quarterly reporting period in which they occur."}
-{"_id": "JPM20235022", "title": "JPM Gains and losses", "text": "The following describes significant components of total realized/unrealized gains/(losses) for instruments measured at fair value on a recurring basis for the years ended December 31, 2023, 2022 and 2021. These amounts exclude any effects of the Firm\u2019s risk management activities where the financial instruments are classified as level 1 and 2 of the fair value hierarchy. Refer to Changes in level 3 recurring fair value measurements rollforward tables on pages 186\u2013190 for further information on these instruments. \u2022$1.8 billion of net gains on assets, largely driven by gains in net interest rate derivative receivables due to market movements and gains in MSRs reflecting lower prepayment speeds on higher rates. \u2022$3.3 billion of net losses on liabilities, predominantly driven by losses in long-term debt due to market movements. \u2022$7.7 billion of net gains on assets, predominantly driven by gains in net equity derivative receivables due to market movements and gains in MSRs reflecting lower prepayment speeds on higher rates. \u2022$4.6 billion of net gains on liabilities, predominantly driven by a decline in the fair value of long-term debt due to market movements. \u2022$495 million of net gains on assets, driven by gains in net interest rate derivative receivables due to market movements, partially offset by losses in net equity derivative receivables and net commodity derivative receivables due to market movements. \u2022$1.1 billion of net gains on liabilities, driven by gains in short-term borrowings due to market movements."}
-{"_id": "JPM20235023", "title": "JPM Gains and losses", "text": "Refer to Note 15 for information on MSRs."}
-{"_id": "JPM20235027", "title": "JPM Credit and funding adjustments \u2013 derivatives", "text": "Derivatives are generally valued using models that use as their basis observable market parameters. These market parameters generally do not consider factors such as counterparty nonperformance risk, the Firm\u2019s own credit quality, and funding costs. Therefore, it is generally necessary to make adjustments to the base estimate of fair value to reflect these factors."}
-{"_id": "JPM20235028", "title": "JPM Credit and funding adjustments \u2013 derivatives", "text": "CVA represents the adjustment, relative to the relevant benchmark interest rate, necessary to reflect counterparty nonperformance risk. The Firm estimates CVA using a scenario analysis to estimate the expected positive credit exposure across all of the Firm\u2019s existing positions with each counterparty, and then estimates losses based on the probability of default and estimated recovery rate as a result of a counterparty credit event considering contractual factors designed to mitigate the Firm\u2019s credit exposure, such as collateral and legal rights of offset. The key inputs to this methodology are (i) the probability of a default event occurring for each counterparty, as derived from observed or estimated CDS spreads; and (ii) estimated recovery rates implied by CDS spreads, adjusted to consider the differences in recovery rates as a derivative creditor relative to those reflected in CDS spreads, which generally reflect senior unsecured creditor risk."}
-{"_id": "JPM20235029", "title": "JPM Credit and funding adjustments \u2013 derivatives", "text": "FVA represents the adjustment to reflect the impact of funding and is recognized where there is evidence that a market participant in the principal market would incorporate it in a transfer of the instrument. The Firm\u2019s FVA framework, applied to uncollateralized (including partially collateralized) over-the-counter (\u201cOTC\u201d) derivatives incorporates key inputs such as: (i) the expected funding requirements arising from the Firm\u2019s positions with"}
-{"_id": "JPM20235030", "title": "JPM Credit and funding adjustments \u2013 derivatives", "text": "each counterparty and collateral arrangements; and (ii) the estimated market funding cost in the principal market which, for derivative liabilities, considers the Firm\u2019s credit risk (DVA). For collateralized derivatives, the fair value is estimated by discounting expected future cash flows at the relevant overnight indexed swap rate given the underlying collateral agreement with the counterparty, and therefore a separate FVA is not necessary."}
-{"_id": "JPM20235035", "title": "JPM Credit and funding adjustments \u2013 derivatives", "text": "The following table provides the impact of credit and funding adjustments on principal transactions revenue in the respective periods, excluding the effect of any associated hedging activities. The FVA presented below includes the impact of the Firm\u2019s own credit quality on the inception value of liabilities as well as the impact of changes in the Firm\u2019s own credit quality over time. Year ended December 31, (in millions)####2023####2022####2021 Credit and funding adjustments:############ Derivatives CVA##$##221##$##22##$##362 Derivatives FVA####114####42####47"}
-{"_id": "JPM20235037", "title": "JPM Valuation adjustments on fair value option elected liabilities", "text": "The valuation of the Firm\u2019s liabilities for which the fair value option has been elected requires consideration of the Firm\u2019s own credit risk. DVA on fair value option elected liabilities reflects changes (subsequent to the issuance of the liability) in the Firm\u2019s probability of default and LGD, which are estimated based on changes in the Firm\u2019s credit spread observed in the bond market. Realized (gains)/losses due to DVA for fair value option elected liabilities are reported in principal transactions revenue. Unrealized (gains)/losses are reported in OCI. Refer to page 190 in this Note and Note 24 for further information."}
-{"_id": "JPM20235039", "title": "JPM 192 JPMorgan Chase & Co./2023 Form 10-K", "text": "Assets and liabilities measured at fair value on a nonrecurring basis"}
-{"_id": "JPM20235054", "title": "JPM 192 JPMorgan Chase & Co./2023 Form 10-K", "text": "The following tables present the assets and liabilities held as of December 31, 2023 and 2022, for which nonrecurring fair value adjustments were recorded during the years ended December 31, 2023 and 2022, by major product category and fair value hierarchy. December 31, 2023 (in millions)########Fair value hierarchy#### ####Level 1####Level 2####Level 3 Loans##$##\u2014##$##599##$##1,156 Other assets(a)####\u2014####52####1,334 Total assets measured at fair value on a nonrecurring basis##$##\u2014##$##651##$##2,490 Accounts payable and other liabilities####\u2014####\u2014####\u2014 Total liabilities measured at fair value on a nonrecurring basis##$##\u2014##$##\u2014##$##\u2014 December 31, 2022 (in millions)########Fair value hierarchy#### ####Level 1####Level 2####Level 3 Loans##$##\u2014##$##643##$##627 Other assets####\u2014####36####1,352 Total assets measured at fair value on a nonrecurring basis##$##\u2014##$##679##$##1,979 Accounts payable and other liabilities####\u2014####\u2014####84 Total liabilities measured at fair value on a nonrecurring basis##$##\u2014##$##\u2014##$##84"}
-{"_id": "JPM20235055", "title": "JPM 192 JPMorgan Chase & Co./2023 Form 10-K", "text": "(a) Included impairments on certain equity method investments, as well as equity securities without readily determinable fair values that were adjusted based on observable price changes in orderly transactions from an identical or similar investment of the same issuer (measurement alternative). Of the $1.3 billion in level 3 assets measured at fair value on a nonrecurring basis as of December 31, 2023, $412 million related to equity securities adjusted based on the measurement alternative. These equity securities are classified as level 3 due to the infrequency of the observable prices and/or the restrictions on the shares."}
-{"_id": "JPM20235062", "title": "JPM Nonrecurring fair value changes", "text": "The following table presents the total change in value of assets and liabilities for which fair value adjustments have been recognized for the years ended December 31, 2023, 2022 and 2021, related to assets and liabilities held at those dates. December 31, (in millions)####2023####2022####2021 Loans##$##(276)##$##(55)##$##(72) Other assets(a)####(789)####(409)####344 Accounts payable and other liabilities####\u2014####(83)####5 Total nonrecurring fair value gains/(losses)##$##(1,065)##$##(547)##$##277"}
-{"_id": "JPM20235063", "title": "JPM Nonrecurring fair value changes", "text": "(a)Included $(232) million, $(338) million and $379 million for the years ended December 31, 2023, 2022 and 2021, respectively, of net gains/(losses) as a result of the measurement alternative. The current period also included impairments on certain equity method investments."}
-{"_id": "JPM20235064", "title": "JPM Nonrecurring fair value changes", "text": "Refer to Note 12 for further information about the measurement of collateral-dependent loans."}
-{"_id": "JPM20235068", "title": "JPM Equity securities without readily determinable fair values", "text": "The Firm measures certain equity securities without readily determinable fair values at cost less impairment (if any), plus or minus observable price changes from an identical or similar investment of the same issuer (i.e., measurement alternative), with such changes recognized in other income."}
-{"_id": "JPM20235069", "title": "JPM Equity securities without readily determinable fair values", "text": "In its determination of the new carrying values upon observable price changes, the Firm may adjust the prices if deemed necessary to arrive at the Firm\u2019s estimated fair values. Such adjustments may include adjustments to reflect the different rights and obligations of similar securities, and other adjustments that are consistent with the Firm\u2019s valuation techniques for private equity direct investments."}
-{"_id": "JPM20235076", "title": "JPM Equity securities without readily determinable fair values", "text": "The following table presents the carrying value of equity securities without readily determinable fair values held as of December 31, 2023 and 2022, that are measured under the measurement alternative and the related adjustments recorded during the periods presented for those securities with observable price changes. These securities are included in the nonrecurring fair value tables when applicable price changes are observable. As of or for the year ended December 31,######## (in millions)####2023####2022 Other assets######## Carrying value(a)##$##4,457##$##4,096 Upward carrying value changes(b)####93####488 Downward carrying value changes/impairment(c)####(325)####(826)"}
-{"_id": "JPM20235077", "title": "JPM Equity securities without readily determinable fair values", "text": "(a)The period-end carrying values reflect cumulative purchases and sales in addition to upward and downward carrying value changes."}
-{"_id": "JPM20235078", "title": "JPM Equity securities without readily determinable fair values", "text": "(b)The cumulative upward carrying value changes between January 1, 2018 and December 31, 2023 were $1.2 billion."}
-{"_id": "JPM20235079", "title": "JPM Equity securities without readily determinable fair values", "text": "(c)The cumulative downward carrying value changes/impairment between January 1, 2018 and December 31, 2023 were $(1.2) billion."}
-{"_id": "JPM20235080", "title": "JPM Equity securities without readily determinable fair values", "text": "Included in other assets above is the Firm\u2019s interest in approximately 37 million Visa Class B common shares (\u201cVisa B shares\u201d). These shares are subject to certain transfer restrictions and are convertible into Visa Class A common shares (\u201cVisa A shares\u201d) at a specified conversion rate upon final resolution of certain litigation matters involving Visa. The conversion rate of Visa B shares to Visa A shares was 1.5875 at December 31, 2023 and may be adjusted by Visa depending on developments related to the litigation matters. The outcome of those litigation matters, and the effect that the resolution of those matters may have on the conversion rate, is unknown. Accordingly, as of December 31, 2023, there is significant uncertainty regarding when the transfer restrictions on Visa B shares may be terminated and what the final conversion rate for the Visa B shares will be. As a result of these considerations, as well as differences in voting rights, Visa B shares are not considered to be similar to Visa A shares, and they continue to be held at their nominal carrying value."}
-{"_id": "JPM20235081", "title": "JPM Equity securities without readily determinable fair values", "text": "In connection with prior sales of Visa B shares, the Firm has entered into derivative instruments with the purchasers of the shares under which the Firm retains the risk associated with changes in the conversion rate. Under the terms of the derivative instruments, the Firm will (a) make or receive payments based on subsequent changes in the conversion rate and (b) make periodic interest payments to the purchasers of the Visa B shares. The payments under the derivative instruments will continue as long as the Visa B shares remain subject to transfer restrictions. The derivative instruments are accounted for at fair value using a discounted cash flow methodology based upon the Firm\u2019s estimate of the timing and magnitude of final resolution of the litigation matters. The derivative instruments are recorded in trading liabilities, and changes in fair value are recognized in other income. As of December 31, 2023, the Firm held derivative instruments associated with 23 million Visa B shares that the Firm had previously sold, which are all subject to similar terms and conditions."}
-{"_id": "JPM20235082", "title": "JPM Equity securities without readily determinable fair values", "text": "On January 24, 2024, Visa filed a Current Report on Form 8-K with the SEC announcing that Visa\u2019s stockholders approved amendments to its Certificate of Incorporation that redenominate the Visa B shares to Visa Class B-1 common shares (\u201cVisa B-1 shares\u201d) and authorize Visa to conduct one or more exchange offers (\"the Program\") which, if conducted, would have the effect of releasing transfer restrictions on a portion of Visa's B-1 shares through an exchange for Visa Class C common shares (\u201cVisa C shares\u201d). The Program would entitle the Firm to exchange its Visa B-1 shares, for Visa Class B-2 common shares (\u201dVisa B-2 shares\u201d) and Visa C shares, through an initial exchange offer if and when conducted by Visa. The Visa B-2 shares would continue to be subject to the transfer restrictions associated with the Visa B shares. The Firm is then entitled to sell the Visa C shares received after a brief lock-up period expires, and Visa is also authorized to extend offers for potential future exchanges, each enabling the release of additional Visa B shares if certain conditions are met. The timing and likelihood of any initial or future exchange offer is dependent upon actions taken by Visa and other factors that may be outside of the Firm\u2019s control."}
-{"_id": "JPM20235084", "title": "JPM 194 JPMorgan Chase & Co./2023 Form 10-K", "text": "Additional disclosures about the fair value of financial instruments that are not carried on the Consolidated balance sheets at fair value"}
-{"_id": "JPM20235085", "title": "JPM 194 JPMorgan Chase & Co./2023 Form 10-K", "text": "U.S. GAAP requires disclosure of the estimated fair value of certain financial instruments, which are included in the following table. However, this table does not include other items, such as nonfinancial assets, intangible assets, certain financial instruments, and customer relationships. In the opinion of management, these items, in the aggregate, add significant value to JPMorgan Chase."}
-{"_id": "JPM20235087", "title": "JPM Financial instruments for which carrying value approximates fair value", "text": "Certain financial instruments that are not carried at fair value on the Consolidated balance sheets are carried at"}
-{"_id": "JPM20235088", "title": "JPM Financial instruments for which carrying value approximates fair value", "text": "amounts that approximate fair value, due to their short-term nature and generally negligible credit risk. These instruments include cash and due from banks, deposits with banks, federal funds sold, securities purchased under resale agreements and securities borrowed, short-term receivables and accrued interest receivable, short-term borrowings, federal funds purchased, securities loaned and sold under repurchase agreements, accounts payable, and accrued liabilities. In addition, U.S. GAAP requires that the fair value of deposit liabilities with no stated maturity (i.e., demand, savings and certain money market deposits) be equal to their carrying value; recognition of the inherent funding value of these instruments is not permitted."}
-{"_id": "JPM20235108", "title": "JPM Financial instruments for which carrying value approximates fair value", "text": "The following table presents, by fair value hierarchy classification, the carrying values and estimated fair values at December 31, 2023 and 2022, of financial assets and liabilities, excluding financial instruments that are carried at fair value on a recurring basis, and their classification within the fair value hierarchy. ############December 31, 2023####################December 31, 2022######## ############Estimated fair value hierarchy####################Estimated fair value hierarchy######## (in billions)####Carrying value####Level 1####Level 2####Level 3####Total estimated fair value####Carrying value####Level 1####Level 2####Level 3####Total estimated fair value Financial assets######################################## Cash and due from banks##$##29.1##$##29.1##$##\u2014##$##\u2014##$##29.1##$##27.7##$##27.7##$##\u2014##$##\u2014##$##27.7 Deposits with banks####595.1####594.6####0.5####\u2014####595.1####539.5####539.3####0.2####\u2014####539.5 Accrued interest and accounts receivable####107.1####\u2014####107.0####0.1####107.1####124.7####\u2014####124.6####0.1####124.7 Federal funds sold and securities purchased under resale agreements####16.3####\u2014####16.3####\u2014####16.3####3.7####\u2014####3.7####\u2014####3.7 Securities borrowed####130.3####\u2014####130.3####\u2014####130.3####115.3####\u2014####115.3####\u2014####115.3 Investment securities, held-to-maturity####369.8####160.6####182.2####\u2014####342.8####425.3####189.1####199.5####\u2014####388.6 Loans, net of allowance for loan losses(a)####1,262.5####\u2014####285.6####964.6####1,250.2####1,073.9####\u2014####194.0####853.9####1,047.9 Other####76.1####\u2014####74.9####1.4####76.3####101.2####\u2014####99.6####1.7####101.3 Financial liabilities######################################## Deposits##$##2,322.3##$##\u2014##$##2,322.6##$##\u2014##$##2,322.6##$##2,311.6##$##\u2014##$##2,311.5##$##\u2014##$##2,311.5 Federal funds purchased and securities loaned or sold under repurchase agreements####47.5####\u2014####47.5####\u2014####47.5####50.6####\u2014####50.6####\u2014####50.6 Short-term borrowings(b)####24.7####\u2014####24.7####\u2014####24.7####28.2####\u2014####28.2####\u2014####28.2 Accounts payable and other liabilities####241.8####\u2014####233.3####8.1####241.4####257.5####\u2014####251.2####5.6####256.8 Beneficial interests issued by consolidated VIEs####23.0####\u2014####23.0####\u2014####23.0####12.6####\u2014####12.6####\u2014####12.6 Long-term debt(b)####303.9####\u2014####252.2####51.3####303.5####223.6####\u2014####216.5####2.8####219.3"}
-{"_id": "JPM20235109", "title": "JPM Financial instruments for which carrying value approximates fair value", "text": "(a)Fair value is typically estimated using a discounted cash flow model that incorporates the characteristics of the underlying loans (including principal, contractual interest rate and contractual fees) and other key inputs, including expected lifetime credit losses, interest rates, prepayment rates, and primary origination or secondary market spreads. For certain loans, the fair value is measured based on the value of the underlying collateral. Carrying value of the loan takes into account the loan\u2019s allowance for loan losses, which represents the loan\u2019s expected credit losses over its remaining expected life. The difference between the estimated fair value and carrying value of a loan is generally attributable to changes in market interest rates, including credit spreads, market liquidity premiums and other factors that affect the fair value of a loan but do not affect its carrying value."}
-{"_id": "JPM20235110", "title": "JPM Financial instruments for which carrying value approximates fair value", "text": "(b)Includes FHLB advances in level 2 of Long-term debt and Short-term borrowings and the Purchase Money Note in level 3 of Long-term debt associated with First Republic. Refer to Notes 20 and 34 for additional information."}
-{"_id": "JPM20235117", "title": "JPM Notes to consolidated financial statements", "text": "The majority of the Firm\u2019s lending-related commitments are not carried at fair value on a recurring basis on the Consolidated balance sheets. The carrying value and the estimated fair value of these wholesale lending-related commitments were as follows for the periods indicated. ############December 31, 2023####################December 31, 2022######## ############Estimated fair value hierarchy####################Estimated fair value hierarchy######## (in billions)####Carrying value(a)(b)(c)####Level 1####Level 2####Level 3####Total estimated fair value####Carrying value(a)(b)####Level 1####Level 2####Level 3####Total estimated fair value Wholesale lending-related commitments##$##3.0##$##\u2014##$##\u2014##$##4.8##$##4.8##$##2.3##$##\u2014##$##\u2014##$##3.2##$##3.2"}
-{"_id": "JPM20235118", "title": "JPM Notes to consolidated financial statements", "text": "(a)Excludes the current carrying values of the guarantee liability and the offsetting asset, each of which is recognized at fair value at the inception of the guarantees."}
-{"_id": "JPM20235119", "title": "JPM Notes to consolidated financial statements", "text": "(b)Includes the wholesale allowance for lending-related commitments."}
-{"_id": "JPM20235120", "title": "JPM Notes to consolidated financial statements", "text": "(c)As of December 31, 2023, includes fair value adjustments associated with First Republic for other unfunded commitments to extend credit totaling $1.1 billion recorded in accounts payable and other liabilities on the Consolidated balance sheets. Refer to Notes 28 and 34 for additional information."}
-{"_id": "JPM20235121", "title": "JPM Notes to consolidated financial statements", "text": "The Firm does not estimate the fair value of consumer off-balance sheet lending-related commitments. In many cases, the Firm can reduce or cancel these commitments by providing the borrower notice or, in some cases as permitted by law, without notice. Refer to page 177 of this Note for a further discussion of the valuation of lending-related commitments."}
-{"_id": "JPM20235124", "title": "JPM Note 3 \u2013 Fair value option", "text": "The fair value option provides an option to elect fair value for selected financial assets, financial liabilities, unrecognized firm commitments, and written loan commitments."}
-{"_id": "JPM20235125", "title": "JPM Note 3 \u2013 Fair value option", "text": "The Firm has elected to measure certain instruments at fair value for several reasons including to mitigate income statement volatility caused by the differences between the measurement basis of elected instruments (e.g., certain instruments that otherwise would be accounted for on an accrual basis) and the associated risk management arrangements that are accounted for on a fair value basis, as well as to better reflect those instruments that are managed on a fair value basis."}
-{"_id": "JPM20235131", "title": "JPM Note 3 \u2013 Fair value option", "text": "The Firm\u2019s election of fair value includes the following instruments: \u2022Loans purchased or originated as part of securitization warehousing activity, subject to bifurcation accounting, or managed on a fair value basis, including lending-related commitments \u2022Certain securities financing agreements \u2022Owned beneficial interests in securitized financial assets that contain embedded credit derivatives, which would otherwise be required to be separately accounted for as a derivative instrument \u2022Structured notes and other hybrid instruments, which are predominantly financial instruments that contain embedded derivatives, that are issued or transacted as part of client-driven activities \u2022Certain long-term beneficial interests issued by CIB\u2019s consolidated securitization trusts where the underlying assets are carried at fair value"}
-{"_id": "JPM20235155", "title": "JPM Changes in fair value under the fair value option election", "text": "The following table presents the changes in fair value included in the Consolidated statements of income for the years ended December 31, 2023, 2022 and 2021, for items for which the fair value option was elected. The profit and loss information presented below only includes the financial instruments that were elected to be measured at fair value; related risk management instruments, which are required to be measured at fair value, are not included in the table. ##########2023##############2022################2021######## December 31, (in millions)####Principal transactions######All other income######Total changes in fair value recorded(e)####Principal transactions######All other income######Total changes in fair value recorded(e)####Principal transactions######All other income######Total changes in fair value recorded(e) Federal funds sold and securities purchased under resale agreements##$##300##$##\u2014######$##300##$##(384)##$##\u2014######$##(384)##$##(112)##$##\u2014######$##(112) Securities borrowed####164####\u2014########164####(499)####\u2014########(499)####(200)####\u2014########(200) Trading assets:################################################ Debt and equity instruments, excluding loans####3,656####\u2014########3,656####(1,703)####\u2014########(1,703)####(2,171)####(1)####(c)####(2,172) Loans reported as trading  assets:################################################ Changes in instrument-specific credit risk####248####\u2014########248####(136)####\u2014########(136)####353####\u2014########353 Other changes in fair value####3####5####(c)####8####(59)####\u2014########(59)####(8)####\u2014########(8) Loans:################################################ Changes in instrument-specific credit risk####322####(4)####(c)####318####(242)####21####(c)####(221)####589####(7)####(c)####582 Other changes in fair value####427####216####(c)####643####(1,421)####(794)####(c)####(2,215)####(139)####2,056####(c)####1,917 Other assets####282####(4)####(d)####278####39####(6)####(d)####33####12####(26)####(d)####(14) Deposits(a)####(2,582)####\u2014########(2,582)####901####\u2014########901####(183)####\u2014########(183) Federal funds purchased and securities loaned or sold under repurchase agreements####(121)####\u2014########(121)####181####\u2014########181####69####\u2014########69 Short-term borrowings(a)####(567)####\u2014########(567)####473####\u2014########473####(366)####\u2014########(366) Trading liabilities####(24)####\u2014########(24)####43####\u2014########43####7####\u2014########7 Beneficial interests issued by consolidated VIEs####\u2014####\u2014########\u2014####(1)####\u2014########(1)####\u2014####\u2014########\u2014 Other liabilities####(16)####\u2014########(16)####(11)####\u2014########(11)####(17)####\u2014########(17) Long-term debt(a)(b)####(5,875)####(78)####(c)(d)####(5,953)####8,990####98####(c)(d)####9,088####(980)####4####(c)(d)####(976)"}
-{"_id": "JPM20235156", "title": "JPM Changes in fair value under the fair value option election", "text": "(a)Unrealized gains/(losses) due to instrument-specific credit risk (DVA) for liabilities for which the fair value option has been elected are recorded in OCI, while realized gains/(losses) are recorded in principal transactions revenue. Realized gains/(losses) due to instrument-specific credit risk recorded in principal transactions revenue were not material for the years ended December 31, 2023, 2022 and 2021."}
-{"_id": "JPM20235157", "title": "JPM Changes in fair value under the fair value option election", "text": "(b)Long-term debt measured at fair value predominantly relates to structured notes. Although the risk associated with the structured notes is actively managed, the gains/(losses) reported in this table do not include the income statement impact of the risk management instruments used to manage such risk."}
-{"_id": "JPM20235158", "title": "JPM Changes in fair value under the fair value option election", "text": "(c)Reported in mortgage fees and related income."}
-{"_id": "JPM20235159", "title": "JPM Changes in fair value under the fair value option election", "text": "(d)Reported in other income."}
-{"_id": "JPM20235160", "title": "JPM Changes in fair value under the fair value option election", "text": "(e)Changes in fair value exclude contractual interest, which is included in interest income and interest expense for all instruments other than certain hybrid financial instruments in CIB. Refer to Note 7 for further information regarding interest income and interest expense."}
-{"_id": "JPM20235161", "title": "JPM Changes in fair value under the fair value option election", "text": "Determination of instrument-specific credit risk for items for which the fair value option was elected"}
-{"_id": "JPM20235163", "title": "JPM Changes in fair value under the fair value option election", "text": "The following describes how the gains and losses that are attributable to changes in instrument-specific credit risk, were determined. \u2022Loans and lending-related commitments: For floating-rate instruments, all changes in value are attributed to instrument-specific credit risk. For fixed-rate instruments, an allocation of the changes in value for the period is made between those changes in value that are interest rate-related and changes in value that are credit-related. Allocations are generally based on an analysis of borrower-specific credit spread and recovery"}
-{"_id": "JPM20235166", "title": "JPM Changes in fair value under the fair value option election", "text": "information, where available, or benchmarking to similar entities or industries. \u2022Long-term debt: Changes in value attributable to instrument-specific credit risk were derived principally from observable changes in the Firm\u2019s credit spread as observed in the bond market. \u2022Securities financing agreements: Generally, for these types of agreements, there is a requirement that collateral be maintained with a market value equal to or in excess of the principal amount loaned; as a result, there would be no adjustment or an immaterial adjustment for instrument-specific credit risk related to these agreements."}
-{"_id": "JPM20235168", "title": "JPM 198 JPMorgan Chase & Co./2023 Form 10-K", "text": "Difference between aggregate fair value and aggregate remaining contractual principal balance outstanding"}
-{"_id": "JPM20235190", "title": "JPM 198 JPMorgan Chase & Co./2023 Form 10-K", "text": "The following table reflects the difference between the aggregate fair value and the aggregate remaining contractual principal balance outstanding as of December 31, 2023 and 2022, for loans, long-term debt and long-term beneficial interests for which the fair value option has been elected. ########2023##############2022###### December 31, (in millions)####Contractual principal outstanding######Fair value####Fair value over/(under) contractual principal outstanding####Contractual principal outstanding######Fair value####Fair value over/(under) contractual principal outstanding Loans############################ Nonaccrual loans############################ Loans reported as trading assets##$##2,987####$##588##$##(2,399)##$##2,517####$##368##$##(2,149) Loans####838######732####(106)####967######829####(138) Subtotal####3,825######1,320####(2,505)####3,484######1,197####(2,287) 90 or more days past due and government guaranteed############################ Loans(a)####65######59####(6)####124######115####(9) All other performing loans(b)############################ Loans reported as trading assets####9,547######7,968####(1,579)####7,823######6,135####(1,688) Loans####38,948######38,060####(888)####42,588######41,135####(1,453) Subtotal####48,495######46,028####(2,467)####50,411######47,270####(3,141) Total loans##$##52,385####$##47,407##$##(4,978)##$##54,019####$##48,582##$##(5,437) Long-term debt############################ Principal-protected debt##$##47,768##(d)##$##38,882##$##(8,886)##$##41,341##(d)##$##31,105##$##(10,236) Nonprincipal-protected debt(c)####NA######49,042####NA####NA######41,176####NA Total long-term debt####NA####$##87,924####NA####NA####$##72,281####NA Long-term beneficial interests############################ Nonprincipal-protected debt(c)####NA####$##1####NA####NA####$##5####NA Total long-term beneficial interests####NA####$##1####NA####NA####$##5####NA"}
-{"_id": "JPM20235191", "title": "JPM 198 JPMorgan Chase & Co./2023 Form 10-K", "text": "(a)These balances are excluded from nonaccrual loans as the loans are insured and/or guaranteed by U.S. government agencies."}
-{"_id": "JPM20235192", "title": "JPM 198 JPMorgan Chase & Co./2023 Form 10-K", "text": "(b)There were no performing loans that were ninety days or more past due as of December 31, 2023 and 2022."}
-{"_id": "JPM20235193", "title": "JPM 198 JPMorgan Chase & Co./2023 Form 10-K", "text": "(c)Remaining contractual principal is not applicable to nonprincipal-protected structured notes and long-term beneficial interests. Unlike principal-protected structured notes and long-term beneficial interests, for which the Firm is obligated to return a stated amount of principal at maturity, nonprincipal-protected structured notes and long-term beneficial interests do not obligate the Firm to return a stated amount of principal at maturity, but for structured notes to return an amount based on the performance of an underlying variable or derivative feature embedded in the note. However, investors are exposed to the credit risk of the Firm as issuer for both nonprincipal-protected and principal-protected notes."}
-{"_id": "JPM20235194", "title": "JPM 198 JPMorgan Chase & Co./2023 Form 10-K", "text": "(d)Where the Firm issues principal-protected zero-coupon or discount notes, the balance reflects the contractual principal payment at maturity or, if applicable, the contractual principal payment at the Firm\u2019s next call date."}
-{"_id": "JPM20235195", "title": "JPM 198 JPMorgan Chase & Co./2023 Form 10-K", "text": "At December 31, 2023 and 2022, the contractual amount of lending-related commitments for which the fair value option was elected was $9.7 billion and $7.6 billion, respectively, with a corresponding fair value of $97 million and $24 million, respectively. Refer to Note 28 for further information regarding off-balance sheet lending-related financial instruments."}
-{"_id": "JPM20235208", "title": "JPM Structured note products by balance sheet classification and risk component", "text": "The following table presents the fair value of structured notes, by balance sheet classification and the primary risk type. ##########December 31, 2023######################December 31, 2022############ (in millions)####Long-term debt####Short-term borrowings########Deposits######Total####Long-term debt####Short-term borrowings########Deposits######Total Risk exposure############################################ Interest rate##$##38,604##$##654####$##74,526######$##113,784##$##31,973##$##260####$##24,655######$##56,888 Credit####5,444####350######\u2014########5,794####4,105####170######\u2014########4,275 Foreign exchange####2,605####941######187########3,733####2,674####788######50########3,512 Equity####38,685####5,483######2,905########47,073####30,864####4,272######3,545########38,681 Commodity####1,862####11######1####(a)####1,874####1,655####16######2####(a)####1,673 Total structured notes##$##87,200##$##7,439####$##77,619######$##172,258##$##71,271##$##5,506####$##28,252######$##105,029"}
-{"_id": "JPM20235209", "title": "JPM Structured note products by balance sheet classification and risk component", "text": "(a)Excludes deposits linked to precious metals for which the fair value option has not been elected of $627 million and $602 million for the years ended December 31, 2023 and 2022, respectively."}
-{"_id": "JPM20235212", "title": "JPM Note 4 \u2013 Credit risk concentrations", "text": "Concentrations of credit risk arise when a number of clients, counterparties or customers are engaged in similar business activities or activities in the same geographic region, or when they have similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic conditions."}
-{"_id": "JPM20235213", "title": "JPM Note 4 \u2013 Credit risk concentrations", "text": "JPMorgan Chase regularly monitors various segments of its credit portfolios to assess potential credit risk concentrations and to obtain additional collateral when deemed necessary and permitted under the Firm\u2019s agreements. Senior management is significantly involved in the credit approval and review process, and risk levels are adjusted as needed to reflect the Firm\u2019s risk appetite."}
-{"_id": "JPM20235214", "title": "JPM Note 4 \u2013 Credit risk concentrations", "text": "In the Firm\u2019s consumer portfolio, concentrations are managed primarily by product and by U.S. geographic region, with a key focus on trends and concentrations at the portfolio level, where potential credit risk concentrations can be remedied through changes in underwriting policies and portfolio guidelines. Refer to Note 12 for additional information on the geographic composition of the Firm\u2019s consumer loan portfolios. In the wholesale portfolio, credit risk concentrations are evaluated primarily by industry and monitored regularly on both an aggregate portfolio level and on an individual client or counterparty basis."}
-{"_id": "JPM20235215", "title": "JPM Note 4 \u2013 Credit risk concentrations", "text": "The Firm\u2019s wholesale exposure is managed through loan syndications and participations, loan sales, securitizations, credit derivatives, master netting agreements, collateral and other risk-reduction techniques. Refer to Note 12 for additional information on loans."}
-{"_id": "JPM20235216", "title": "JPM Note 4 \u2013 Credit risk concentrations", "text": "The Firm does not believe that its exposure to any particular loan product or industry segment results in a significant concentration of credit risk."}
-{"_id": "JPM20235217", "title": "JPM Note 4 \u2013 Credit risk concentrations", "text": "Terms of loan products and collateral coverage are included in the Firm\u2019s assessment when extending credit and establishing its allowance for credit losses. Refer to Note 13 for additional information on the allowance for credit losses."}
-{"_id": "JPM20235252", "title": "JPM Notes to consolidated financial statements", "text": "The table below presents both on\u2013balance sheet and off\u2013balance sheet consumer and wholesale credit exposure by the Firm\u2019s three credit portfolio segments as of December 31, 2023 and 2022. The wholesale industry of risk category is generally based on the client or counterparty\u2019s primary business activity. ##########2023####################2022## ####Credit exposure(h)(i)######On-balance sheet########Off-balance sheet(k)####Credit exposure(h)######On-balance sheet#### December 31, (in millions)########Loans######Derivatives############Loans######Derivatives Consumer, excluding credit card##$##455,496##$##410,093####$##\u2014##$##45,403##$##344,893##$##311,375##(j)##$##\u2014 Credit card(a)####1,126,781####211,123######\u2014####915,658####1,006,459####185,175######\u2014 Total consumer(a)####1,582,277####621,216######\u2014####961,061####1,351,352####496,550######\u2014 Wholesale(b)################################ Real Estate####208,261####166,372######420####41,469####170,857####131,681######249 Individuals and Individual Entities(c)####145,849####126,339######725####18,785####130,815####120,424######434 Asset Managers####129,574####52,178######9,925####67,471####95,656####40,511######16,397 Consumer & Retail####127,086####46,274######2,013####78,799####120,555####45,867######1,650 Technology, Media &  Telecommunications####77,296####22,450######2,451####52,395####72,286####21,622######2,950 Industrials####75,092####26,548######1,335####47,209####72,483####26,960######1,770 Healthcare####65,025####23,169######1,577####40,279####62,613####22,970######1,683 Banks & Finance Companies####57,177####33,941######2,898####20,338####51,816####32,172######3,246 Utilities####36,061####7,067######3,396####25,598####36,218####9,107######3,269 State & Municipal Govt(d)####35,986####20,019######442####15,525####33,847####18,147######585 Oil & Gas####34,475####8,480######705####25,290####38,668####9,632######5,121 Automotive####33,977####17,459######428####16,090####33,287####14,735######529 Chemicals & Plastics####20,773####6,458######441####13,874####20,030####5,771######407 Insurance####20,501####2,535######7,138####10,828####21,045####2,387######8,081 Central Govt####17,704####5,463######10,669####1,572####19,095####3,167######12,955 Transportation####16,060####5,080######555####10,425####15,009####5,005######567 Metals & Mining####15,508####4,655######274####10,579####15,915####5,398######475 Securities Firms####8,689####865######3,285####4,539####8,066####556######3,387 Financial Markets Infrastructure####4,251####86######2,155####2,010####4,962####13######3,050 All other(e)####134,777####97,034######4,032####33,711####123,307####87,545######4,075 Subtotal####1,264,122####672,472######54,864####536,786####1,146,530####603,670######70,880 Loans held-for-sale and loans at fair value####30,018####30,018######\u2014####\u2014####35,427####35,427######\u2014 Receivables from customers(f)####47,625####\u2014######\u2014####\u2014####49,257####\u2014######\u2014 Total wholesale####1,341,765####702,490######54,864####536,786####1,231,214####639,097######70,880 Total exposure(g)(h)##$##2,924,042##$##1,323,706####$##54,864##$##1,497,847##$##2,582,566##$##1,135,647####$##70,880"}
-{"_id": "JPM20235253", "title": "JPM Notes to consolidated financial statements", "text": "(a)Also includes commercial card lending-related commitments primarily in CB and CIB."}
-{"_id": "JPM20235254", "title": "JPM Notes to consolidated financial statements", "text": "(b)The industry rankings presented in the table as of December 31, 2022, are based on the industry rankings of the corresponding exposures at December 31, 2023, not actual rankings of such exposures at December 31, 2022."}
-{"_id": "JPM20235255", "title": "JPM Notes to consolidated financial statements", "text": "(c)Individuals and Individual Entities predominantly consists of Global Private Bank clients within AWM and J.P. Morgan Wealth Management within CCB, and includes exposure to personal investment companies and personal and testamentary trusts."}
-{"_id": "JPM20235256", "title": "JPM Notes to consolidated financial statements", "text": "(d)In addition to the credit risk exposure to states and municipal governments (both U.S. and non-U.S.) at December 31, 2023 and 2022, noted above, the Firm held: $5.9 billion and $6.6 billion, respectively, of trading assets; $21.4 billion and $6.8 billion, respectively, of AFS securities; and $9.9 billion and $19.7 billion, respectively, of HTM securities, issued by U.S. state and municipal governments. Refer to Note 2 and Note 10 for further information."}
-{"_id": "JPM20235257", "title": "JPM Notes to consolidated financial statements", "text": "(e)All other includes: SPEs and Private education and civic organizations, representing approximately 94% and 6%, respectively, at December 31, 2023 and 95% and 5%, respectively, at December 31, 2022. Refer to Note 14 for more information on exposures to SPEs."}
-{"_id": "JPM20235258", "title": "JPM Notes to consolidated financial statements", "text": "(f)Receivables from customers reflect held-for-investment margin loans to brokerage clients in CIB, CCB and AWM that are collateralized by assets maintained in the clients\u2019 brokerage accounts (including cash on deposit, and primarily liquid and readily marketable debt or equity securities)."}
-{"_id": "JPM20235259", "title": "JPM Notes to consolidated financial statements", "text": "(g)Excludes cash placed with banks of $614.1 billion and $556.6 billion, at December 31, 2023 and 2022, respectively, which is predominantly placed with various central banks, primarily Federal Reserve Banks."}
-{"_id": "JPM20235260", "title": "JPM Notes to consolidated financial statements", "text": "(h)Credit exposure is net of risk participations and excludes the benefit of credit derivatives used in credit portfolio management activities held against derivative receivables or loans and liquid securities and other cash collateral held against derivative receivables."}
-{"_id": "JPM20235261", "title": "JPM Notes to consolidated financial statements", "text": "(i)Included credit exposure associated with First Republic consisting of $102.2 billion in the Consumer, excluding credit card portfolio, and $90.6 billion in the Wholesale portfolio predominantly in Real Estate, Asset Managers, and Individuals and Individual Entities."}
-{"_id": "JPM20235262", "title": "JPM Notes to consolidated financial statements", "text": "(j)At December 31, 2023 and 2022, included $94 million and $350 million of loans in Business Banking under the PPP, respectively. PPP loans are guaranteed by the SBA. Other than in certain limited circumstances, the Firm typically does not recognize charge-offs, classify as nonaccrual nor record an allowance for loan losses on these loans."}
-{"_id": "JPM20235263", "title": "JPM Notes to consolidated financial statements", "text": "(k)Represents lending-related financial instruments."}
-{"_id": "JPM20235266", "title": "JPM Note 5 \u2013 Derivative instruments", "text": "Derivative contracts derive their value from underlying asset prices, indices, reference rates, other inputs or a combination of these factors and may expose counterparties to risks and rewards of an underlying asset or liability without having to initially invest in, own or exchange the asset or liability. JPMorgan Chase makes markets in derivatives for clients and also uses derivatives to hedge or manage its own risk exposures. Predominantly all of the Firm\u2019s derivatives are entered into for market-making or risk management purposes."}
-{"_id": "JPM20235268", "title": "JPM Market-making derivatives", "text": "The majority of the Firm\u2019s derivatives are entered into for market-making purposes. Clients use derivatives to mitigate or modify interest rate, credit, foreign exchange, equity and commodity risks. The Firm actively manages the risks from its exposure to these derivatives by entering into other derivative contracts or by purchasing or selling other financial instruments that partially or fully offset the exposure from client derivatives."}
-{"_id": "JPM20235270", "title": "JPM Risk management derivatives", "text": "The Firm manages certain market and credit risk exposures using derivative instruments, including derivatives in hedge accounting relationships and other derivatives that are used to manage risks associated with specified assets and liabilities."}
-{"_id": "JPM20235271", "title": "JPM Risk management derivatives", "text": "The Firm generally uses interest rate derivatives to manage the risk associated with changes in interest rates. Fixed-rate assets and liabilities appreciate or depreciate in market value as interest rates change. Similarly, interest income and expense increase or decrease as a result of variable-rate assets and liabilities resetting to current market rates, and as a result of the repayment and subsequent origination or issuance of fixed-rate assets and liabilities at current market rates. Gains and losses on the derivative instruments related to these assets and liabilities are expected to substantially offset this variability."}
-{"_id": "JPM20235272", "title": "JPM Risk management derivatives", "text": "Foreign currency derivatives are used to manage the foreign exchange risk associated with certain foreign currency\u2013denominated (i.e., non-U.S. dollar) assets and liabilities and forecasted transactions, as well as the Firm\u2019s net investments in certain non-U.S. subsidiaries or branches whose functional currencies are not the U.S. dollar. As a result of fluctuations in foreign currencies, the U.S. dollar\u2013equivalent values of the foreign currency\u2013denominated assets and liabilities or the forecasted revenues or expenses increase or decrease. Gains or losses on the derivative instruments related to these foreign currency\u2013denominated assets or liabilities, or forecasted transactions, are expected to substantially offset this variability."}
-{"_id": "JPM20235273", "title": "JPM Risk management derivatives", "text": "Commodities derivatives are used to manage the price risk of certain commodities inventories. Gains or losses on these derivative instruments are expected to substantially offset the depreciation or appreciation of the related inventory."}
-{"_id": "JPM20235274", "title": "JPM Risk management derivatives", "text": "Credit derivatives are used to manage the counterparty credit risk associated with loans and lending-related commitments. Credit derivatives compensate the purchaser when the entity referenced in the contract experiences a credit event, such as bankruptcy or a failure to pay an obligation when due. Credit derivatives primarily consist of CDS. Refer to the Credit derivatives section on pages 214\u2013216 of this Note for a further discussion of credit derivatives."}
-{"_id": "JPM20235275", "title": "JPM Risk management derivatives", "text": "Refer to the risk management derivatives gains and losses table on page 214 and the hedge accounting gains and losses tables on pages 211\u2013213 of this Note for more information about risk management derivatives."}
-{"_id": "JPM20235277", "title": "JPM Derivative counterparties and settlement types", "text": "The Firm enters into OTC derivatives, which are negotiated and settled bilaterally with the derivative counterparty. The Firm also enters into, as principal, certain ETD such as futures and options, and OTC-cleared derivative contracts with CCPs. ETD contracts are generally standardized contracts traded on an exchange and cleared by the CCP, which is the Firm\u2019s counterparty from the inception of the transactions. OTC-cleared derivatives are traded on a bilateral basis and then novated to the CCP for clearing."}
-{"_id": "JPM20235279", "title": "JPM Derivative clearing services", "text": "The Firm provides clearing services for clients in which the Firm acts as a clearing member at certain exchanges and clearing houses. The Firm does not reflect the clients\u2019 derivative contracts in its Consolidated Financial Statements. Refer to Note 28 for further information on the Firm\u2019s clearing services."}
-{"_id": "JPM20235281", "title": "JPM Accounting for derivatives", "text": "All free-standing derivatives that the Firm executes for its own account are required to be recorded on the Consolidated balance sheets at fair value."}
-{"_id": "JPM20235282", "title": "JPM Accounting for derivatives", "text": "As permitted under U.S. GAAP, the Firm nets derivative assets and liabilities, and the related cash collateral receivables and payables, when a legally enforceable master netting agreement exists between the Firm and the derivative counterparty. Refer to Note 1 for further discussion of the offsetting of assets and liabilities. The accounting for changes in value of a derivative depends on whether or not the transaction has been designated and qualifies for hedge accounting. Derivatives that are not designated as hedges are reported and measured at fair value through earnings. The tabular disclosures on pages 207\u2013214 of this Note provide additional information on the amount of, and reporting for, derivative assets, liabilities, gains and losses. Refer to Notes 2 and 3 for a further discussion of derivatives embedded in structured notes."}
-{"_id": "JPM20235286", "title": "JPM Derivatives designated as hedges", "text": "The Firm applies hedge accounting to certain derivatives executed for risk management purposes \u2013 generally interest rate, foreign exchange and commodity derivatives. However, JPMorgan Chase does not seek to apply hedge accounting to all of the derivatives associated with the Firm\u2019s risk management activities. For example, the Firm does not apply hedge accounting to purchased CDS used to manage the credit risk of loans and lending-related commitments, because of the difficulties in qualifying such contracts as hedges. For the same reason, the Firm does not apply hedge accounting to certain interest rate, foreign exchange, and commodity derivatives used for risk management purposes."}
-{"_id": "JPM20235287", "title": "JPM Derivatives designated as hedges", "text": "To qualify for hedge accounting, a derivative must be highly effective at reducing the risk associated with the exposure being hedged. In addition, for a derivative to be designated as a hedge, the risk management objective and strategy must be documented. Hedge documentation must identify the derivative hedging instrument, the asset or liability or forecasted transaction and type of risk to be hedged, and how the effectiveness of the derivative is assessed prospectively and retrospectively. To assess effectiveness, the Firm uses statistical methods such as regression analysis, nonstatistical methods such as dollar-value comparisons of the change in the fair value of the derivative to the change in the fair value or cash flows of the hedged item, and qualitative comparisons of critical terms and the evaluation of any changes in those terms. The extent to which a derivative has been, and is expected to continue to be, highly effective at offsetting changes in the fair value or cash flows of the hedged item must be assessed and documented at least quarterly. If it is determined that a derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued."}
-{"_id": "JPM20235288", "title": "JPM Derivatives designated as hedges", "text": "There are three types of hedge accounting designations: fair value hedges, cash flow hedges and net investment hedges. JPMorgan Chase uses fair value hedges primarily to hedge fixed-rate long-term debt, AFS securities and certain commodities inventories. For qualifying fair value hedges, the changes in the fair value of the derivative, and in the value of the hedged item for the risk being hedged, are recognized in earnings. Certain amounts excluded from the assessment of effectiveness are recorded in OCI and recognized in earnings over the life of the derivative. If the hedge relationship is terminated, then the adjustment to the hedged item continues to be reported as part of the basis of the hedged item and, for interest-bearing financial instruments, is amortized to earnings as a yield adjustment. Derivative amounts affecting earnings are recognized consistent with the classification of the hedged item \u2013 primarily net interest income and principal transactions revenue."}
-{"_id": "JPM20235289", "title": "JPM Derivatives designated as hedges", "text": "Effective January 1, 2023, the Firm adopted the new portfolio layer method hedge accounting guidance which expanded the ability to hedge a portfolio of fixed-rate assets to allow more types of assets to be included in the portfolio, and to allow more of the portfolio to be hedged."}
-{"_id": "JPM20235290", "title": "JPM Derivatives designated as hedges", "text": "The Firm employs the Portfolio Layer Method to manage the interest rate risk of portfolios of fixed-rate assets. Throughout the life of the open hedge, basis adjustments are maintained at the portfolio level and are only allocated to individual assets under certain circumstances. These include instances where the portfolio amount falls below the hedged layer amounts, or in cases of voluntary de-designation."}
-{"_id": "JPM20235291", "title": "JPM Derivatives designated as hedges", "text": "JPMorgan Chase uses cash flow hedges primarily to hedge the exposure to variability in forecasted cash flows from floating-rate assets and liabilities and foreign currency\u2013denominated revenue and expense. For qualifying cash flow hedges, changes in the fair value of the derivative are recorded in OCI and recognized in earnings as the hedged item affects earnings. Derivative amounts affecting earnings are recognized consistent with the classification of the hedged item \u2013 primarily noninterest revenue, net interest income and compensation expense. If the hedge relationship is terminated, then the change in value of the derivative recorded in AOCI is recognized in earnings when the cash flows that were hedged affect earnings. For hedge relationships that are discontinued because a forecasted transaction is expected to not occur according to the original hedge forecast, any related derivative values recorded in AOCI are immediately recognized in earnings."}
-{"_id": "JPM20235292", "title": "JPM Derivatives designated as hedges", "text": "JPMorgan Chase uses net investment hedges to protect the value of the Firm\u2019s net investments in certain non-U.S. subsidiaries or branches whose functional currencies are not the U.S. dollar. For qualifying net investment hedges, changes in the fair value of the derivatives due to changes in spot foreign exchange rates are recorded in OCI as translation adjustments. Amounts excluded from the assessment of effectiveness are recorded directly in earnings."}
-{"_id": "JPM20235309", "title": "JPM 204 JPMorgan Chase & Co./2023 Form 10-K", "text": "The following table outlines the Firm\u2019s primary uses of derivatives and the related hedge accounting designation or disclosure category. Type of Derivative####Use of Derivative##Designation and disclosure##Affected segment or unit##Page reference ##Manage specifically identified risk exposures in qualifying hedge accounting relationships:######## \u2022Interest rate####Hedge fixed rate assets and liabilities##Fair value hedge##Corporate##211-212 \u2022Interest rate####Hedge floating-rate assets and liabilities##Cash flow hedge##Corporate##213 \u2022Foreign exchange####Hedge foreign currency-denominated assets and liabilities##Fair value hedge##Corporate##211-212 \u2022Foreign exchange####Hedge foreign currency-denominated forecasted revenue and expense##Cash flow hedge##Corporate##213 \u2022Foreign exchange####Hedge the value of the Firm\u2019s investments in non-U.S. dollar functional currency entities##Net investment hedge##Corporate##213 \u2022Commodity####Hedge commodity inventory##Fair value hedge##CIB, AWM##211-212 ####Manage specifically identified risk exposures not designated in qualifying hedge accounting relationships:###### \u2022Interest rate####Manage the risk associated with mortgage commitments, warehouse loans and MSRs##Specified risk management##CCB##214 \u2022Credit####Manage the credit risk associated with wholesale lending exposures##Specified risk management##CIB, AWM##214 \u2022Interest rate and foreign exchange####Manage the risk associated with certain other specified assets and liabilities##Specified risk management##Corporate, CIB##214 ##Market-making derivatives and other activities:######## \u2022Various####Market-making and related risk management##Market-making and other##CIB##214 \u2022Various####Other derivatives##Market-making and other##CIB, AWM, Corporate##214"}
-{"_id": "JPM20235341", "title": "JPM Notional amount of derivative contracts", "text": "The following table summarizes the notional amount of free-standing derivative contracts outstanding as of December 31, 2023 and 2022. ######Notional amounts(b)#### December 31, (in billions)####2023######2022 Interest rate contracts########## Swaps##$##23,251####$##24,491 Futures and forwards####2,690######2,636 Written options####3,370######3,047 Purchased options####3,362######2,992 Total interest rate contracts####32,673######33,166 Credit derivatives(a)####1,045######1,132 Foreign exchange contracts########## Cross-currency swaps####4,721######4,196 Spot, futures and forwards####6,957######7,017 Written options####830######775 Purchased options####798######759 Total foreign exchange contracts####13,306######12,747 Equity contracts########## Swaps####639######618 Futures and forwards####157######110 Written options####778######636 Purchased options####698######580 Total equity contracts####2,272######1,944 Commodity contracts########## Swaps####115######136 Spot, futures and forwards####157######136 Written options####130######117 Purchased options####115######98 Total commodity contracts####517######487 Total derivative notional amounts##$##49,813####$##49,476"}
-{"_id": "JPM20235342", "title": "JPM Notional amount of derivative contracts", "text": "(a)Refer to the Credit derivatives discussion on pages 214\u2013216 for more information on volumes and types of credit derivative contracts."}
-{"_id": "JPM20235343", "title": "JPM Notional amount of derivative contracts", "text": "(b)Represents the sum of gross long and gross short third-party notional derivative contracts."}
-{"_id": "JPM20235344", "title": "JPM Notional amount of derivative contracts", "text": "While the notional amounts disclosed above give an indication of the volume of the Firm\u2019s derivatives activity, the notional amounts significantly exceed, in the Firm\u2019s view, the possible losses that could arise from such transactions. For most derivative contracts, the notional amount is not exchanged; it is simply a reference amount used to calculate payments."}
-{"_id": "JPM20235366", "title": "JPM Impact of derivatives on the Consolidated balance sheets", "text": "The following table summarizes information on derivative receivables and payables (before and after netting adjustments) that are reflected on the Firm\u2019s Consolidated balance sheets as of December 31, 2023 and 2022, by accounting designation (e.g., whether the derivatives were designated in qualifying hedge accounting relationships or not) and contract type. ######Free-standing derivative receivables and payables(a)########################## ########Gross derivative receivables################Gross derivative payables######## December 31, 2023 (in millions)####Not designated as hedges####Designated as hedges####Total derivative receivables####Net derivative receivables(b)####Not designated as hedges####Designated as hedges####Total derivative payables####Net derivative payables(b) Trading assets and liabilities################################ Interest rate##$##250,689##$##2##$##250,691##$##26,324##$##240,482##$##\u2014##$##240,482##$##11,896 Credit####9,654####\u2014####9,654####551####12,038####\u2014####12,038####1,089 Foreign exchange####205,010####765####205,775####18,019####210,623####1,640####212,263####12,620 Equity####57,689####\u2014####57,689####4,928####65,811####\u2014####65,811####9,368 Commodity####15,228####211####15,439####5,042####16,286####92####16,378####5,874 Total fair value of trading assets and liabilities##$##538,270##$##978##$##539,248##$##54,864##$##545,240##$##1,732##$##546,972##$##40,847 ########Gross derivative receivables################Gross derivative payables######## December 31, 2022 (in millions)####Not designated as hedges####Designated as hedges####Total derivative receivables####Net derivative receivables(b)####Not designated as hedges####Designated as hedges####Total derivative payables####Net derivative payables(b) Trading assets and liabilities################################ Interest rate##$##300,411##$##4##$##300,415##$##28,419##$##290,291##$##\u2014##$##290,291##$##15,970 Credit####10,329####\u2014####10,329####1,090####9,971####\u2014####9,971####754 Foreign exchange####239,946####1,633####241,579####23,365####248,911####2,610####251,521####18,856 Equity####61,913####\u2014####61,913####9,139####62,461####\u2014####62,461####8,804 Commodity####23,652####1,705####25,357####8,867####20,758####2,511####23,269####6,757 Total fair value of trading assets and liabilities##$##636,251##$##3,342##$##639,593##$##70,880##$##632,392##$##5,121##$##637,513##$##51,141"}
-{"_id": "JPM20235367", "title": "JPM Impact of derivatives on the Consolidated balance sheets", "text": "(a)Balances exclude structured notes for which the fair value option has been elected. Refer to Note 3 for further information."}
-{"_id": "JPM20235368", "title": "JPM Impact of derivatives on the Consolidated balance sheets", "text": "(b)As permitted under U.S. GAAP, the Firm has elected to net derivative receivables and derivative payables and the related cash collateral receivables and payables when a legally enforceable master netting agreement exists."}
-{"_id": "JPM20235372", "title": "JPM Derivatives netting", "text": "The following tables present, as of December 31, 2023 and 2022, gross and net derivative receivables and payables by contract and settlement type. Derivative receivables and payables, as well as the related cash collateral from the same counterparty, have been netted on the Consolidated balance sheets where the Firm has obtained an appropriate legal opinion with respect to the master netting agreement. Where such a legal opinion has not been either sought or obtained, amounts are not eligible for netting on the Consolidated balance sheets, and those derivative receivables and payables are shown separately in the tables below."}
-{"_id": "JPM20235407", "title": "JPM Derivatives netting", "text": "In addition to the cash collateral received and transferred that is presented on a net basis with derivative receivables and payables, the Firm receives and transfers additional collateral (financial instruments and cash). These amounts mitigate counterparty credit risk associated with the Firm\u2019s derivative instruments, but are not eligible for net presentation: \u2022collateral that consists of liquid securities and other cash collateral held at third-party custodians, which are shown separately as \"Collateral not nettable on the Consolidated balance sheets\" in the tables below, up to the fair value exposure amount. For the purpose of this disclosure, the definition of liquid securities is consistent with the definition of high quality liquid assets as defined in the LCR rule; \u2022the amount of collateral held or transferred that exceeds the fair value exposure at the individual counterparty level, as of the date presented, which is excluded from the tables below; and \u2022collateral held or transferred that relates to derivative receivables or payables where an appropriate legal opinion has not been either sought or obtained with respect to the master netting agreement, which is excluded from the tables below. ##########2023##############2022###### December 31, (in millions)####Gross derivative receivables######Amounts netted on the Consolidated balance sheets####Net derivative receivables######Gross derivative receivables######Amounts netted on the Consolidated balance sheets#### U.S. GAAP nettable derivative receivables############################## Interest rate contracts:############################## OTC##$##176,901##$##(152,703)####$##24,198####$##203,922##$##(178,261)####$##25,661 OTC\u2013cleared####71,419####(71,275)######144######93,800####(93,424)######376 Exchange-traded(a)####402####(389)######13######559####(311)######248 Total interest rate contracts####248,722####(224,367)######24,355######298,281####(271,996)######26,285 Credit contracts:############################## OTC####7,637####(7,226)######411######8,474####(7,535)######939 OTC\u2013cleared####1,904####(1,877)######27######1,746####(1,704)######42 Total credit contracts####9,541####(9,103)######438######10,220####(9,239)######981 Foreign exchange contracts:############################## OTC####203,624####(187,295)######16,329######237,941####(216,796)######21,145 OTC\u2013cleared####469####(459)######10######1,461####(1,417)######44 Exchange-traded(a)####6####(2)######4######15####(1)######14 Total foreign exchange contracts####204,099####(187,756)######16,343######239,417####(218,214)######21,203 Equity contracts:############################## OTC####25,001####(23,677)######1,324######30,323####(25,665)######4,658 Exchange-traded(a)####30,462####(29,084)######1,378######28,467####(27,109)######1,358 Total equity contracts####55,463####(52,761)######2,702######58,790####(52,774)######6,016 Commodity contracts:############################## OTC####8,049####(5,084)######2,965######14,430####(7,633)######6,797 OTC\u2013cleared####133####(123)######10######120####(112)######8 Exchange-traded(a)####5,214####(5,190)######24######9,103####(8,745)######358 Total commodity contracts####13,396####(10,397)######2,999######23,653####(16,490)######7,163 Derivative receivables with appropriate legal opinion####531,221####(484,384)######46,837##(d)####630,361####(568,713)######61,648 Derivative receivables where an appropriate legal opinion has not been either sought or obtained####8,027##########8,027######9,232##########9,232 Total derivative receivables recognized on the Consolidated balance sheets##$##539,248########$##54,864####$##639,593########$##70,880 Collateral not nettable on the Consolidated balance sheets(b)(c)##############(22,461)################(23,014) Net amounts############$##32,403##############$##47,866"}
-{"_id": "JPM20235439", "title": "JPM 208 JPMorgan Chase & Co./2023 Form 10-K", "text": " ##########2023##############2022###### December 31, (in millions)####Gross derivative payables######Amounts netted on the Consolidated balance sheets####Net derivative payables######Gross derivative payables######Amounts netted on the Consolidated balance sheets#### U.S. GAAP nettable derivative payables############################## Interest rate contracts:############################## OTC##$##161,901##$##(152,467)####$##9,434####$##190,108##$##(176,890)####$##13,218 OTC\u2013cleared####76,007####(75,729)######278######97,417####(97,126)######291 Exchange-traded(a)####436####(390)######46######327####(305)######22 Total interest rate contracts####238,344####(228,586)######9,758######287,852####(274,321)######13,531 Credit contracts:############################## OTC####10,332####(9,313)######1,019######8,054####(7,572)######482 OTC\u2013cleared####1,639####(1,636)######3######1,674####(1,645)######29 Total credit contracts####11,971####(10,949)######1,022######9,728####(9,217)######511 Foreign exchange contracts:############################## OTC####209,386####(199,173)######10,213######246,457####(231,248)######15,209 OTC\u2013cleared####552####(470)######82######1,488####(1,417)######71 Exchange-traded(a)####6####\u2014######6######20####\u2014######20 Total foreign exchange contracts####209,944####(199,643)######10,301######247,965####(232,665)######15,300 Equity contracts:############################## OTC####29,999####(27,360)######2,639######29,833####(26,554)######3,279 Exchange-traded(a)####33,137####(29,083)######4,054######28,291####(27,103)######1,188 Total equity contracts####63,136####(56,443)######6,693######58,124####(53,657)######4,467 Commodity contracts:############################## OTC####8,788####(5,192)######3,596######11,954####(7,642)######4,312 OTC\u2013cleared####120####(120)######\u2014######112####(112)######\u2014 Exchange-traded(a)####5,376####(5,192)######184######9,021####(8,758)######263 Total commodity contracts####14,284####(10,504)######3,780######21,087####(16,512)######4,575 Derivative payables with appropriate legal opinion####537,679####(506,125)######31,554##(d)####624,756####(586,372)######38,384 Derivative payables where an appropriate legal opinion has not been either sought or obtained####9,293##########9,293######12,757##########12,757 Total derivative payables recognized on the Consolidated balance sheets##$##546,972########$##40,847####$##637,513########$##51,141 Collateral not nettable on the Consolidated balance sheets(b)(c)##############(4,547)################(3,318) Net amounts############$##36,300##############$##47,823"}
-{"_id": "JPM20235440", "title": "JPM 208 JPMorgan Chase & Co./2023 Form 10-K", "text": "(a)Exchange-traded derivative balances that relate to futures contracts are settled daily."}
-{"_id": "JPM20235441", "title": "JPM 208 JPMorgan Chase & Co./2023 Form 10-K", "text": "(b)Includes liquid securities and other cash collateral held at third-party custodians related to derivative instruments where an appropriate legal opinion has been obtained. For some counterparties, the collateral amounts of financial instruments may exceed the derivative receivables and derivative payables balances. Where this is the case, the total amount reported is limited to the net derivative receivables and net derivative payables balances with that counterparty."}
-{"_id": "JPM20235442", "title": "JPM 208 JPMorgan Chase & Co./2023 Form 10-K", "text": "(c)Derivative collateral relates only to OTC and OTC-cleared derivative instruments."}
-{"_id": "JPM20235443", "title": "JPM 208 JPMorgan Chase & Co./2023 Form 10-K", "text": "(d)Net derivatives receivable included cash collateral netted of $48.3 billion and $51.5 billion at December 31, 2023 and 2022, respectively. Net derivatives payable included cash collateral netted of $70.0 billion and $69.2 billion at December 31, 2023 and 2022, respectively. Derivative cash collateral relates to OTC and OTC-cleared derivative instruments."}
-{"_id": "JPM20235447", "title": "JPM Liquidity risk and credit-related contingent features", "text": "In addition to the specific market risks introduced by each derivative contract type, derivatives expose JPMorgan Chase to credit risk \u2014 the risk that derivative counterparties may fail to meet their payment obligations under the derivative contracts and the collateral, if any, held by the Firm proves to be of insufficient value to cover the payment obligation. It is the policy of JPMorgan Chase to actively pursue, where possible, the use of legally enforceable master netting arrangements and collateral agreements to mitigate derivative counterparty credit risk inherent in derivative receivables."}
-{"_id": "JPM20235452", "title": "JPM Liquidity risk and credit-related contingent features", "text": "While derivative receivables expose the Firm to credit risk, derivative payables expose the Firm to liquidity risk, as the derivative contracts typically require the Firm to post cash or securities collateral with counterparties as the fair value of the contracts moves in the counterparties\u2019 favor or upon specified downgrades in the Firm\u2019s and its subsidiaries\u2019 respective credit ratings. Certain derivative contracts also provide for termination of the contract, generally upon a downgrade of either the Firm or the counterparty, at the fair value of the derivative contracts. The following table shows the aggregate fair value of net derivative payables related to OTC and OTC-cleared derivatives that contain contingent collateral or termination features that may be triggered upon a ratings downgrade, and the associated collateral the Firm has posted in the normal course of business, at December 31, 2023 and 2022. ######OTC and OTC-cleared derivative payables containing downgrade triggers#### (in millions)####December 31, 2023######December 31, 2022 Aggregate fair value of net derivative payables##$##14,655####$##16,023 Collateral posted####14,673######15,505"}
-{"_id": "JPM20235458", "title": "JPM Liquidity risk and credit-related contingent features", "text": "The following table shows the impact of a single-notch and two-notch downgrade of the long-term issuer ratings of JPMorgan Chase & Co. and its subsidiaries, predominantly JPMorgan Chase Bank, N.A., at December 31, 2023 and 2022, related to OTC and OTC-cleared derivative contracts with contingent collateral or termination features that may be triggered upon a ratings downgrade. Derivatives contracts generally require additional collateral to be posted or terminations to be triggered when the predefined rating threshold is breached. A downgrade by a single rating agency that does not result in a rating lower than a preexisting corresponding rating provided by another major rating agency will generally not result in additional collateral (except in certain instances in which additional initial margin may be required upon a ratings downgrade), nor in termination payment requirements. The liquidity impact in the table is calculated based upon a downgrade below the lowest current rating of the rating agencies referred to in the derivative contract. ##########Liquidity impact of downgrade triggers on OTC and OTC-cleared derivatives######## ######December 31, 2023##########December 31, 2022## (in millions)####Single-notch downgrade####Two-notch downgrade######Single-notch downgrade####Two-notch downgrade Amount of additional collateral to be posted upon downgrade(a)##$##75##$##1,153####$##128##$##1,293 Amount required to settle contracts with termination triggers upon downgrade(b)####93####592######88####925"}
-{"_id": "JPM20235459", "title": "JPM Liquidity risk and credit-related contingent features", "text": "(a)Includes the additional collateral to be posted for initial margin."}
-{"_id": "JPM20235460", "title": "JPM Liquidity risk and credit-related contingent features", "text": "(b)Amounts represent fair values of derivative payables, and do not reflect collateral posted."}
-{"_id": "JPM20235461", "title": "JPM Liquidity risk and credit-related contingent features", "text": "Derivatives executed in contemplation of a sale of the underlying financial asset"}
-{"_id": "JPM20235462", "title": "JPM Liquidity risk and credit-related contingent features", "text": "In certain instances the Firm enters into transactions in which it transfers financial assets but maintains the economic exposure to the transferred assets by entering into a derivative with the same counterparty in contemplation of the initial transfer. The Firm generally accounts for such transfers as collateralized financing transactions as described in Note 11, but in limited circumstances they may qualify to be accounted for as a sale and a derivative under U.S. GAAP. The amount of such transfers accounted for as a sale where the associated derivative was outstanding was not material at both December 31, 2023 and 2022."}
-{"_id": "JPM20235465", "title": "JPM Impact of derivatives on the Consolidated statements of income", "text": "The following tables provide information related to gains and losses recorded on derivatives based on their hedge accounting"}
-{"_id": "JPM20235466", "title": "JPM Impact of derivatives on the Consolidated statements of income", "text": "designation or purpose."}
-{"_id": "JPM20235489", "title": "JPM Fair value hedge gains and losses", "text": "The following tables present derivative instruments, by contract type, used in fair value hedge accounting relationships, as well as pre-tax gains/(losses) recorded on such derivatives and the related hedged items for the years ended December 31, 2023, 2022 and 2021, respectively. The Firm includes gains/(losses) on the hedging derivative in the same line item in the Consolidated statements of income as the related hedged item. ########Gains/(losses) recorded in income##########Income statement impact of excluded components(e)######OCI impact Year ended December 31, 2023 (in millions)####Derivatives####Hedged items####Income statement impact####Amortization approach####Changes in fair value####Derivatives - Gains/(losses) recorded in OCI(f) Contract type######################## Interest rate(a)(b)##$##1,554##$##(1,248)##$##306##$##\u2014##$##157##$##\u2014 Foreign exchange(c)####722####(483)####239####(601)####239####(134) Commodity(d)####1,227####(706)####521####\u2014####525####\u2014 Total##$##3,503##$##(2,437)##$##1,066##$##(601)##$##921##$##(134) ########Gains/(losses) recorded in income##########Income statement impact of excluded components(e)######OCI impact Year ended December 31, 2022 (in millions)####Derivatives####Hedged items####Income statement impact####Amortization approach####Changes in fair value####Derivatives - Gains/(losses) recorded in OCI(f) Contract type######################## Interest rate(a)(b)##$##(14,352)##$##14,047##$##(305)##$##\u2014##$##(262)##$##\u2014 Foreign exchange(c)####(1,317)####1,423####106####(528)####106####130 Commodity(d)####106####(70)####36####\u2014####48####\u2014 Total##$##(15,563)##$##15,400##$##(163)##$##(528)##$##(108)##$##130 ########Gains/(losses) recorded in income##########Income statement impact of excluded components(e)######OCI impact Year ended December 31, 2021 (in millions)####Derivatives####Hedged items####Income statement impact####Amortization approach####Changes in fair value####Derivatives - Gains/(losses) recorded in OCI(f) Contract type######################## Interest rate(a)(b)##$##(4,323)##$##3,765##$##(558)##$##\u2014##$##(439)##$##\u2014 Foreign exchange(c)####(1,317)####1,349####32####(286)####32####(26) Commodity(d)####(9,609)####9,710####101####\u2014####72####\u2014 Total##$##(15,249)##$##14,824##$##(425)##$##(286)##$##(335)##$##(26)"}
-{"_id": "JPM20235490", "title": "JPM Fair value hedge gains and losses", "text": "(a)Primarily consists of hedges of the benchmark (e.g., Secured Overnight Financing Rate (\u201cSOFR\u201d)) interest rate risk of fixed-rate long-term debt and AFS securities. Gains and losses were recorded in net interest income."}
-{"_id": "JPM20235491", "title": "JPM Fair value hedge gains and losses", "text": "(b)Includes the amortization of income/expense associated with the inception hedge accounting adjustment applied to the hedged item. Excludes the accrual of interest on interest rate swaps and the related hedged items."}
-{"_id": "JPM20235492", "title": "JPM Fair value hedge gains and losses", "text": "(c)Primarily consists of hedges of the foreign currency risk of long-term debt and AFS securities for changes in spot foreign currency rates. Gains and losses related to the derivatives and the hedged items due to changes in foreign currency rates and the income statement impact of excluded components were recorded primarily in principal transactions revenue and net interest income."}
-{"_id": "JPM20235493", "title": "JPM Fair value hedge gains and losses", "text": "(d)Consists of overall fair value hedges of physical commodities inventories that are generally carried at the lower of cost or net realizable value (net realizable value approximates fair value). Gains and losses were recorded in principal transactions revenue."}
-{"_id": "JPM20235494", "title": "JPM Fair value hedge gains and losses", "text": "(e)The assessment of hedge effectiveness excludes certain components of the changes in fair values of the derivatives and hedged items such as forward points on foreign exchange forward contracts, time values and cross-currency basis spreads. Excluded components may impact earnings either through amortization of the initial amount over the life of the derivative or through fair value changes recognized in the current period."}
-{"_id": "JPM20235495", "title": "JPM Fair value hedge gains and losses", "text": "(f)Represents the change in value of amounts excluded from the assessment of effectiveness under the amortization approach, predominantly cross-currency basis spreads. The amount excluded at inception of the hedge is recognized in earnings over the life of the derivative."}
-{"_id": "JPM20235510", "title": "JPM Notes to consolidated financial statements", "text": "As of December 31, 2023 and 2022, the following amounts were recorded on the Consolidated balance sheets related to certain cumulative fair value hedge basis adjustments that are expected to reverse through the income statement in future periods as an adjustment to yield. ####Carrying amount of the hedged items(a)(b)##########Cumulative amount of fair value hedging adjustments included in the carrying amount of hedged items:#### December 31, 2023 (in millions)##########Active hedging relationships(d)####Discontinued hedging relationships(d)(e)####Total Assets################## Investment securities - AFS##$##151,752##(c)##$##549##$##(2,010)##$##(1,461) Liabilities################## Long-term debt##$##195,455####$##(2,042)##$##(9,727)##$##(11,769) ####Carrying amount of the hedged items(a)(b)##########Cumulative amount of fair value hedging adjustments included in the carrying amount of hedged items:#### December 31, 2022 (in millions)##########Active hedging relationships(d)####Discontinued hedging relationships(d)(e)####Total Assets################## Investment securities - AFS##$##84,073##(c)##$##(4,149)##$##(1,542)##$##(5,691) Liabilities################## Long-term debt##$##175,257####$##(11,879)##$##(3,313)##$##(15,192)"}
-{"_id": "JPM20235511", "title": "JPM Notes to consolidated financial statements", "text": "(a)Excludes physical commodities with a carrying value of $5.6 billion and $26.0 billion at December 31, 2023 and 2022, respectively, to which the Firm applies fair value hedge accounting. As a result of the application of hedge accounting, these inventories are carried at fair value, thus recognizing unrealized gains and losses in current periods. Since the Firm exits these positions at fair value, there is no incremental impact to net income in future periods."}
-{"_id": "JPM20235512", "title": "JPM Notes to consolidated financial statements", "text": "(b)Excludes hedged items where only foreign currency risk is the designated hedged risk, as basis adjustments related to foreign currency hedges will not reverse through the income statement in future periods. At December 31, 2023 and 2022, the carrying amount excluded for AFS securities is $19.3 billion and $20.3 billion, respectively, and for long-term debt is zero and $221 million, respectively."}
-{"_id": "JPM20235513", "title": "JPM Notes to consolidated financial statements", "text": "(c)Carrying amount represents the amortized cost, net of allowance if applicable. Effective January 1, 2023, the Firm adopted the portfolio layer method hedge accounting guidance. At December 31, 2023, the amortized cost of the portfolio layer method closed portfolios was $83.9 billion, of which $68.0 billion was designated as hedged. The amount designated as hedged is the sum of the notional amounts of all outstanding layers in each portfolio, which includes both spot starting and forward starting layers. The cumulative amount of basis adjustments was $(165) million, which is comprised of $73 million and $(238) million for active and discontinued hedging relationships, respectively. Refer to Note 1 and Note 10 for additional information."}
-{"_id": "JPM20235514", "title": "JPM Notes to consolidated financial statements", "text": "(d)Positive (negative) amounts related to assets represent cumulative fair value hedge basis adjustments that will reduce (increase) net interest income in future periods. Positive (negative) amounts related to liabilities represent cumulative fair value hedge basis adjustments that will increase (reduce) net interest income in future periods."}
-{"_id": "JPM20235515", "title": "JPM Notes to consolidated financial statements", "text": "(e)Represents basis adjustments existing on the balance sheet date associated with hedged items that have been de-designated from qualifying fair value hedging relationships."}
-{"_id": "JPM20235536", "title": "JPM Cash flow hedge gains and losses", "text": "The following tables present derivative instruments, by contract type, used in cash flow hedge accounting relationships, and the pre-tax gains/(losses) recorded on such derivatives, for the years ended December 31, 2023, 2022 and 2021, respectively. The Firm includes the gains/(losses) on the hedging derivative in the same line item in the Consolidated statements of income as the change in cash flows on the related hedged item. ########Derivatives gains/(losses) recorded in income and other comprehensive income/(loss)#### Year ended December 31, 2023 (in millions)####Amounts reclassified from AOCI to income####Amounts recorded in OCI####Total change in OCI for period Contract type############ Interest rate(a)##$##(1,839)##$##274##$##2,113 Foreign exchange(b)####64####209####145 Total##$##(1,775)##$##483##$##2,258 ########Derivatives gains/(losses) recorded in income and other comprehensive income/(loss)#### Year ended December 31, 2022 (in millions)####Amounts reclassified from AOCI to income####Amounts recorded in OCI####Total change in OCI for period Contract type############ Interest rate(a)##$##(153)##$##(7,131)##$##(6,978) Foreign exchange(b)####(267)####(342)####(75) Total##$##(420)##$##(7,473)##$##(7,053) ########Derivatives gains/(losses) recorded in income and other comprehensive income/(loss)#### Year ended December 31, 2021 (in millions)####Amounts reclassified from AOCI to income####Amounts recorded in OCI####Total change in OCI for period Contract type############ Interest rate(a)##$##1,032##$##(2,370)##$##(3,402) Foreign exchange(b)####190####67####(123) Total##$##1,222##$##(2,303)##$##(3,525)"}
-{"_id": "JPM20235537", "title": "JPM Cash flow hedge gains and losses", "text": "(a)Primarily consists of hedges of SOFR-indexed floating-rate assets. Gains and losses were recorded in net interest income."}
-{"_id": "JPM20235538", "title": "JPM Cash flow hedge gains and losses", "text": "(b)Primarily consists of hedges of the foreign currency risk of non-U.S. dollar-denominated revenue and expense. The income statement classification of gains and losses follows the hedged item \u2013 primarily noninterest revenue and compensation expense."}
-{"_id": "JPM20235539", "title": "JPM Cash flow hedge gains and losses", "text": "The Firm did not experience any forecasted transactions that failed to occur for the years ended 2023, 2022 and 2021."}
-{"_id": "JPM20235540", "title": "JPM Cash flow hedge gains and losses", "text": "Over the next 12 months, the Firm expects that approximately $(1.6) billion (after-tax) of net losses recorded in AOCI at December 31, 2023, related to cash flow hedges will be recognized in income. For cash flow hedges that have been terminated, the maximum length of time over which the derivative results recorded in AOCI will be recognized in earnings is approximately six years, corresponding to the timing of the originally hedged forecasted cash flows. For open cash flow hedges, the maximum length of time over which forecasted transactions are hedged is approximately seven years. The Firm\u2019s longer-dated forecasted transactions relate to core lending and borrowing activities."}
-{"_id": "JPM20235545", "title": "JPM Net investment hedge gains and losses", "text": "The following table presents hedging instruments, by contract type, that were used in net investment hedge accounting relationships, and the pre-tax gains/(losses) recorded on such instruments for the years ended December 31, 2023, 2022 and 2021. ####2023######2022######2021## Year ended December 31, (in millions)##Amounts recorded in income(a)(b)####Amounts recorded in OCI##Amounts recorded in income(a)(b)####Amounts recorded in OCI##Amounts recorded in income(a)(b)####Amounts recorded in OCI Foreign exchange derivatives##$384####$(1,732)##$(123)####$3,591##$(228)####$2,452"}
-{"_id": "JPM20235546", "title": "JPM Net investment hedge gains and losses", "text": "(a)Certain components of hedging derivatives are permitted to be excluded from the assessment of hedge effectiveness, such as forward points on foreign exchange forward contracts. The Firm elects to record changes in fair value of these amounts directly in other income."}
-{"_id": "JPM20235547", "title": "JPM Net investment hedge gains and losses", "text": "(b)Excludes amounts reclassified from AOCI to income on the sale or liquidation of hedged entities. During the year ended December 31, 2023, the Firm reclassified a net pre-tax loss of $(35) million to other revenue including the impact of the acquisition of CIFM. The Firm reclassified net pre-tax gains of $38 million to other income/expense related to the liquidation of certain legal entities during the year ended December 31, 2022. The amount reclassified for the year ended December 31, 2021 was not material. Refer to Note 24 for further information."}
-{"_id": "JPM20235550", "title": "JPM Notes to consolidated financial statements", "text": "Gains and losses on derivatives used for specified risk management purposes"}
-{"_id": "JPM20235558", "title": "JPM Notes to consolidated financial statements", "text": "The following table presents pre-tax gains/(losses) recorded on a limited number of derivatives, not designated in hedge accounting relationships, that are used to manage risks associated with certain specified assets and liabilities, including certain risks arising from mortgage commitments, warehouse loans, MSRs, wholesale lending exposures, and foreign currency denominated assets and liabilities. ########Derivatives gains/(losses) recorded in income#### Year ended December 31, (in millions)####2023####2022####2021 Contract type############ Interest rate(a)##$##(135)##$##(827)##$##1,078 Credit(b)####(441)####51####(94) Foreign exchange(c)####(2)####(48)####94 Total##$##(578)##$##(824)##$##1,078"}
-{"_id": "JPM20235559", "title": "JPM Notes to consolidated financial statements", "text": "(a)Primarily represents interest rate derivatives used to hedge the interest rate risk inherent in mortgage commitments, warehouse loans and MSRs, as well as written commitments to originate warehouse loans. Gains and losses were recorded predominantly in mortgage fees and related income."}
-{"_id": "JPM20235560", "title": "JPM Notes to consolidated financial statements", "text": "(b)Relates to credit derivatives used to mitigate credit risk associated with lending exposures in the Firm\u2019s wholesale businesses. These derivatives do not include credit derivatives used to mitigate counterparty credit risk arising from derivative receivables, which is included in gains and losses on derivatives related to market-making activities and other derivatives. Gains and losses were recorded in principal transactions revenue."}
-{"_id": "JPM20235561", "title": "JPM Notes to consolidated financial statements", "text": "(c)Primarily relates to derivatives used to mitigate foreign exchange risk of specified foreign currency-denominated assets and liabilities. Gains and losses were recorded in principal transactions revenue."}
-{"_id": "JPM20235562", "title": "JPM Notes to consolidated financial statements", "text": "Gains and losses on derivatives related to market-making activities and other derivatives"}
-{"_id": "JPM20235563", "title": "JPM Notes to consolidated financial statements", "text": "The Firm makes markets in derivatives in order to meet the needs of customers and uses derivatives to manage certain risks associated with net open risk positions from its market-making activities, including the counterparty credit risk arising from derivative receivables. All derivatives not included in the hedge accounting or specified risk management categories above are included in this category. Gains and losses on these derivatives are primarily recorded in principal transactions revenue. Refer to Note 6 for information on principal transactions revenue."}
-{"_id": "JPM20235565", "title": "JPM Credit derivatives", "text": "Credit derivatives are financial instruments whose value is derived from the credit risk associated with the debt of a third-party issuer (the reference entity) and which allow one party (the protection purchaser) to transfer that risk to another party (the protection seller). Credit derivatives expose the protection purchaser to the creditworthiness of the protection seller, as the protection seller is required to make payments under the contract when the reference entity experiences a credit event, such as a bankruptcy, a failure to pay its obligation or a restructuring. The seller of credit protection receives a premium for providing protection but has the risk that the underlying instrument referenced in the contract will be subject to a credit event."}
-{"_id": "JPM20235566", "title": "JPM Credit derivatives", "text": "The Firm is both a purchaser and seller of protection in the credit derivatives market and uses these derivatives for two primary purposes. First, in its capacity as a market-maker, the Firm actively manages a portfolio of credit derivatives by purchasing and selling credit protection, predominantly on corporate debt obligations, to meet the needs of customers. Second, as an end-user, the Firm uses credit derivatives to manage credit risk associated with lending exposures (loans and unfunded commitments) in its wholesale and consumer businesses and derivatives counterparty exposures in its wholesale businesses, and to manage the credit risk arising from certain financial instruments in the Firm\u2019s market-making businesses. Following is a summary of various types of credit derivatives."}
-{"_id": "JPM20235569", "title": "JPM Credit default swaps", "text": "Credit derivatives may reference the credit of either a single reference entity (\u201csingle-name\u201d), broad-based index or portfolio. The Firm purchases and sells protection on both single- name and index-reference obligations. Single-name CDS and index CDS contracts are either OTC or OTC-cleared derivative contracts. Single-name CDS are used to manage the default risk of a single reference entity, while index CDS contracts are used to manage the credit risk associated with the broader credit markets or credit market segments. Like the S&P 500 and other market indices, a CDS index consists of a portfolio of CDS across many reference entities. New series of CDS indices are periodically established with a new underlying portfolio of reference entities to reflect changes in the credit markets. If one of the reference entities in the index experiences a credit event, then the reference entity that defaulted is removed from the index. CDS can also be referenced against specific portfolios of reference names or against customized exposure levels: for example, to provide protection against the first $1 million of realized credit losses in a $10 million portfolio of exposure. Such structures are commonly known as tranche CDS."}
-{"_id": "JPM20235570", "title": "JPM Credit default swaps", "text": "For both single-name CDS contracts and index CDS contracts, upon the occurrence of a credit event, under the terms of a CDS contract neither party to the CDS contract has recourse to the reference entity. The protection purchaser has recourse to the protection seller for the difference between the face value of the CDS contract and the fair value of the reference obligation at settlement of the credit derivative contract, also known as the recovery value. The protection purchaser does not need to hold the debt instrument of the underlying reference entity in order to receive amounts due under the CDS contract when a credit event occurs."}
-{"_id": "JPM20235572", "title": "JPM Credit-related notes", "text": "A credit-related note is a funded derivative with a credit risk component where the issuer of the credit-related note purchases from the note investor credit protection on a reference entity or an index. Under the contract, the investor pays the issuer the par value of the note at the inception of the transaction, and in return, the issuer makes periodic payments to the investor, based on the credit risk of the referenced entity. The issuer also repays the investor the par value of the note at maturity unless the reference entity (or one of the entities that makes up a reference index) experiences a specified credit event. If a credit event occurs, the issuer is not obligated to repay the par value of the note, but rather, the issuer pays the investor the difference between the par value of the note and the fair value of the defaulted reference obligation at the time of settlement. Neither party to the credit-related note has recourse to the defaulting reference entity."}
-{"_id": "JPM20235573", "title": "JPM Credit-related notes", "text": "The following tables present a summary of the notional amounts of credit derivatives and credit-related notes the Firm sold and purchased as of December 31, 2023 and 2022. Upon a credit event, the Firm as a seller of protection would typically pay out a percentage of the full notional amount of net protection sold, as the amount actually required to be paid on the contracts takes into account the recovery value of the reference obligation at the time of settlement. The Firm manages the credit risk on contracts to sell protection by purchasing protection with identical or similar underlying reference entities. Other purchased protection referenced in the following tables includes credit derivatives bought on related, but not identical, reference positions (including indices, portfolio coverage and other reference points) as well as protection purchased by CIB through credit-related notes. Other purchased protection also includes credit protection against certain loans in the retained lending portfolio through the issuance of credit derivatives and credit-related notes."}
-{"_id": "JPM20235576", "title": "JPM Notes to consolidated financial statements", "text": "The Firm does not use notional amounts of credit derivatives as the primary measure of risk management for such derivatives, because the notional amount does not take into account the probability of the occurrence of a credit event, the recovery value of the reference obligation, or related cash instruments and economic hedges, each of which reduces, in the Firm\u2019s view, the risks associated with such derivatives."}
-{"_id": "JPM20235592", "title": "JPM Total", "text": "(a)Other credit derivatives predominantly consist of credit swap options and total return swaps."}
-{"_id": "JPM20235593", "title": "JPM Total", "text": "(b)Predominantly represents Other protection purchased by CIB."}
-{"_id": "JPM20235594", "title": "JPM Total", "text": "(c)Represents the total notional amount of protection purchased where the underlying reference instrument is identical to the reference instrument on protection sold; the notional amount of protection purchased for each individual identical underlying reference instrument may be greater or lower than the notional amount of protection sold."}
-{"_id": "JPM20235595", "title": "JPM Total", "text": "(d)Does not take into account the fair value of the reference obligation at the time of settlement, which would generally reduce the amount the seller of protection pays to the buyer of protection in determining settlement value."}
-{"_id": "JPM20235596", "title": "JPM Total", "text": "(e)Represents protection purchased by the Firm on referenced instruments (single-name, portfolio or index) where the Firm has not sold any protection on the identical reference instrument."}
-{"_id": "JPM20235608", "title": "JPM Total", "text": "The following tables summarize the notional amounts by the ratings, maturity profile, and total fair value, of credit derivatives as of December 31, 2023 and 2022, where JPMorgan Chase is the seller of protection. The maturity profile is based on the remaining contractual maturity of the credit derivative contracts. The ratings profile is based on the rating of the reference entity on which the credit derivative contract is based. The ratings and maturity profile of credit derivatives where JPMorgan Chase is the purchaser of protection are comparable to the profile reflected below. ##########Protection sold \u2013 credit derivatives ratings(a)/maturity profile################## December 31, 2023 (in millions)####<1 year####1\u20135 years####>5 years####Total notional amount####Fair value of receivables(b)####Fair value of payables(b)####Net fair value Risk rating of reference entity############################ Investment-grade##$##(89,981)##$##(263,834)##$##(29,470)##$##(383,285)##$##3,659##$##(1,144)##$##2,515 Noninvestment-grade####(31,419)####(69,515)####(4,799)####(105,733)####2,466####(1,583)####883 Total##$##(121,400)##$##(333,349)##$##(34,269)##$##(489,018)##$##6,125##$##(2,727)##$##3,398 December 31, 2022 (in millions)####<1 year####1\u20135 years####>5 years####Total notional amount####Fair value of receivables(b)####Fair value of payables(b)####Net fair value Risk rating of reference entity############################ Investment-grade##$##(90,484)##$##(294,791)##$##(30,822)##$##(416,097)##$##2,324##$##(1,495)##$##829 Noninvestment-grade####(33,244)####(87,011)####(6,370)####(126,625)####1,267####(3,209)####(1,942) Total##$##(123,728)##$##(381,802)##$##(37,192)##$##(542,722)##$##3,591##$##(4,704)##$##(1,113)"}
-{"_id": "JPM20235609", "title": "JPM Total", "text": "(a)The ratings scale is primarily based on external credit ratings defined by S&P and Moody\u2019s."}
-{"_id": "JPM20235610", "title": "JPM Total", "text": "(b)Amounts are shown on a gross basis, before the benefit of legally enforceable master netting agreements including cash collateral netting."}
-{"_id": "JPM20235614", "title": "JPM Noninterest revenue", "text": "The Firm records noninterest revenue from certain contracts with customers in investment banking fees, deposit-related fees, asset management fees, commissions and other fees, and components of card income. The related contracts are often terminable on demand and the Firm has no remaining obligation to deliver future services. For arrangements with a fixed term, the Firm may commit to deliver services in the future. Revenue associated with these remaining performance obligations typically depends on the occurrence of future events or underlying asset values, and is not recognized until the outcome of those events or values are known."}
-{"_id": "JPM20235616", "title": "JPM Investment banking fees", "text": "This revenue category includes debt and equity underwriting and advisory fees. As an underwriter, the Firm helps clients raise capital via public offering and private placement of various types of debt and equity instruments. Underwriting fees are primarily based on the issuance price and quantity of the underlying instruments, and are recognized as revenue typically upon execution of the client\u2019s transaction. The Firm also manages and syndicates loan arrangements. Credit arrangement and syndication fees, included within debt underwriting fees, are recorded as revenue after satisfying certain retention, timing and yield criteria."}
-{"_id": "JPM20235617", "title": "JPM Investment banking fees", "text": "The Firm also provides advisory services, by assisting its clients with mergers and acquisitions, divestitures, restructuring and other complex transactions. Advisory fees are recognized as revenue typically upon execution of the client\u2019s transaction."}
-{"_id": "JPM20235625", "title": "JPM Investment banking fees", "text": "The following table presents the components of investment banking fees. Year ended December 31, (in millions)####2023####2022####2021 Underwriting############ Equity##$##1,149##$##975##$##3,969 Debt####2,610####2,732####4,853 Total underwriting####3,759####3,707####8,822 Advisory####2,760####2,979####4,394 Total investment banking fees##$##6,519##$##6,686##$##13,216"}
-{"_id": "JPM20235626", "title": "JPM Investment banking fees", "text": "Investment banking fees are earned primarily by CIB."}
-{"_id": "JPM20235630", "title": "JPM Principal transactions", "text": "Principal transactions revenue is driven by many factors, including: \u2022the bid-offer spread, which is the difference between the price at which a market participant is willing and able to sell an instrument to the Firm and the price at which another market participant is willing and able to buy it from the Firm, and vice versa; and \u2022realized and unrealized gains and losses on financial instruments and commodities transactions, including those accounted for under the fair value option, primarily used in client-driven market-making activities."}
-{"_id": "JPM20235631", "title": "JPM Principal transactions", "text": "\u2013Realized gains and losses result from the sale of instruments, closing out or termination of transactions, or interim cash payments."}
-{"_id": "JPM20235632", "title": "JPM Principal transactions", "text": "\u2013Unrealized gains and losses result from changes in valuation."}
-{"_id": "JPM20235633", "title": "JPM Principal transactions", "text": "In connection with its client-driven market-making activities, the Firm transacts in debt and equity instruments, derivatives and commodities, including physical commodities inventories and financial instruments that reference commodities."}
-{"_id": "JPM20235636", "title": "JPM Principal transactions", "text": "Principal transactions revenue also includes realized and unrealized gains and losses related to: \u2022derivatives designated in qualifying hedge accounting relationships, primarily fair value hedges of commodity and foreign exchange risk; \u2022derivatives used for specific risk management purposes, primarily to mitigate credit, foreign exchange and interest rate risks."}
-{"_id": "JPM20235637", "title": "JPM Principal transactions", "text": "Refer to Note 5 for further information on the income statement classification of gains and losses from derivatives activities."}
-{"_id": "JPM20235638", "title": "JPM Principal transactions", "text": "In the financial commodity markets, the Firm transacts in OTC derivatives (e.g., swaps, forwards, options) and ETD that reference a wide range of underlying commodities. In the physical commodity markets, the Firm primarily purchases and sells precious and base metals and may hold other commodities inventories under financing and other arrangements with clients."}
-{"_id": "JPM20235639", "title": "JPM Principal transactions", "text": "The following table presents all realized and unrealized gains and losses recorded in principal transactions revenue. This table excludes interest income and interest expense on trading assets and liabilities, which are an integral part of the overall performance of the Firm\u2019s client-driven market-making activities in CIB and fund deployment activities in Treasury and CIO. Refer to Note 7 for further information on interest income and interest expense."}
-{"_id": "JPM20235640", "title": "JPM Principal transactions", "text": "Trading revenue is presented primarily by instrument type. The Firm\u2019s client-driven market-making businesses generally utilize a variety of instrument types in connection with their market-making and related risk-management activities; accordingly, the trading revenue presented in the table below is not representative of the total revenue of any individual LOB."}
-{"_id": "JPM20235652", "title": "JPM Notes to consolidated financial statements", "text": " Year ended December 31, (in millions)####2023####2022######2021 Trading revenue by  instrument type############## Interest rate(a)##$##5,607##$##3,010####$##1,646 Credit(b)####1,434####1,412##(c)####2,691 Foreign exchange####5,082####5,119######2,787 Equity####10,229####8,068######7,773 Commodity####2,202####2,348######1,428 Total trading revenue####24,554####19,957######16,325 Private equity losses####(94)####(45)######(21) Principal transactions##$##24,460##$##19,912####$##16,304"}
-{"_id": "JPM20235653", "title": "JPM Notes to consolidated financial statements", "text": "(a)Includes the impact of changes in funding valuation adjustments on derivatives."}
-{"_id": "JPM20235654", "title": "JPM Notes to consolidated financial statements", "text": "(b)Includes the impact of changes in credit valuation adjustments on derivatives, net of the associated hedging activities."}
-{"_id": "JPM20235655", "title": "JPM Notes to consolidated financial statements", "text": "(c)Includes net markdowns on held-for-sale positions, primarily unfunded commitments, in the bridge financing portfolio."}
-{"_id": "JPM20235656", "title": "JPM Notes to consolidated financial statements", "text": "Principal transactions revenue is earned primarily by CIB."}
-{"_id": "JPM20235658", "title": "JPM Lending- and deposit-related fees", "text": "Lending-related fees include fees earned from loan commitments, standby letters of credit, financial guarantees, and other loan-servicing activities. Deposit-related fees include fees earned from performing cash management activities, and providing overdraft and other deposit account services. Lending- and deposit-related fees are recognized over the period in which the related service is provided. Refer to Note 28 for further information on lending-related commitments."}
-{"_id": "JPM20235663", "title": "JPM Lending- and deposit-related fees", "text": "The following table presents the components of lending- and deposit-related fees. Year ended December 31, (in millions)####2023######2022####2021 Lending-related fees##$##2,365##(a)##$##1,468##$##1,472 Deposit-related fees####5,048######5,630####5,560 Total lending- and deposit-related fees##$##7,413####$##7,098##$##7,032"}
-{"_id": "JPM20235664", "title": "JPM Lending- and deposit-related fees", "text": "(a) Includes the amortization of the purchase discount on certain acquired lending-related commitments associated with First Republic, predominantly in AWM and CB. The discount is deferred in other liabilities and recognized on a straight-line basis over the commitment period and was largely recognized in the current year as the commitments are generally short term. Refer to Note 34 for additional information."}
-{"_id": "JPM20235665", "title": "JPM Lending- and deposit-related fees", "text": "Lending- and deposit-related fees are earned by CCB, CIB, CB, and AWM."}
-{"_id": "JPM20235667", "title": "JPM Asset management fees", "text": "Investment management fees include fees associated with assets the Firm manages on behalf of its clients, including investors in Firm-sponsored funds and owners of separately managed investment accounts. Management fees are typically based on the value of assets under management and are collected and recognized at the end of each period over which the management services are provided and the value of the managed assets is known. The Firm also receives performance-based management fees, which are earned based on exceeding certain benchmarks or other performance targets and are accrued and recognized when the probability of reversal is remote, typically at the end of the related billing period."}
-{"_id": "JPM20235668", "title": "JPM Asset management fees", "text": "All other asset management fees include commissions earned on the sales or distribution of mutual funds to clients. These fees are recorded as revenue at the time the service is rendered or, in the case of certain distribution fees, based on the underlying fund\u2019s asset value or investor redemption activity."}
-{"_id": "JPM20235674", "title": "JPM Asset management fees", "text": "The following table presents the components of asset management fees. Year ended December 31, (in millions)####2023######2022####2021 Asset management fees############## Investment management fees##$##14,908##(a)##$##13,765##$##14,027 All other asset management fees####312######331####378 Total asset management fees##$##15,220####$##14,096##$##14,405"}
-{"_id": "JPM20235675", "title": "JPM Asset management fees", "text": "(a)Includes the impact of First Republic. Refer to Note 34 for additional information."}
-{"_id": "JPM20235676", "title": "JPM Asset management fees", "text": "Asset management fees earned primarily by AWM and CCB."}
-{"_id": "JPM20235678", "title": "JPM Commissions and other fees", "text": "This revenue category includes commissions and fees from brokerage and custody services, and other products."}
-{"_id": "JPM20235679", "title": "JPM Commissions and other fees", "text": "Brokerage commissions represents commissions earned when the Firm acts as a broker, by facilitating its clients\u2019 purchases and sales of securities and other financial instruments. Brokerage commissions are collected and recognized as revenue upon occurrence of the client transaction. The Firm reports certain costs paid to third-party clearing houses and exchanges net against commission revenue."}
-{"_id": "JPM20235680", "title": "JPM Commissions and other fees", "text": "Administration fees predominantly include fees for custody, funds services, securities lending and securities clearance. These fees are recorded as revenue over the period in which the related service is provided."}
-{"_id": "JPM20235688", "title": "JPM 218 JPMorgan Chase & Co./2023 Form 10-K", "text": "The following table presents the components of commissions and other fees. Year ended December 31, (in millions)####2023####2022####2021 Commissions and other fees############ Brokerage commissions##$##2,820##$##2,831##$##3,046 Administration fees####2,310####2,348####2,554 All other commissions and fees(a)####1,706####1,402####1,024 Total commissions and other fees##$##6,836##$##6,581##$##6,624"}
-{"_id": "JPM20235689", "title": "JPM 218 JPMorgan Chase & Co./2023 Form 10-K", "text": "(a)Includes travel-related and annuity sales commissions, depositary receipt-related service fees, as well as other service fees, which are recognized as revenue when the services are rendered."}
-{"_id": "JPM20235690", "title": "JPM 218 JPMorgan Chase & Co./2023 Form 10-K", "text": "Commissions and other fees are earned primarily by CIB, CCB and AWM."}
-{"_id": "JPM20235692", "title": "JPM Mortgage fees and related income", "text": "This revenue category reflects CCB\u2019s Home Lending production and net mortgage servicing revenue."}
-{"_id": "JPM20235693", "title": "JPM Mortgage fees and related income", "text": "Production revenue includes fees and income recognized as earned on mortgage loans originated with the intent to sell, and the impact of risk management activities associated with the mortgage pipeline and warehouse loans. Production revenue also includes gains and losses on sales and lower of cost or fair value adjustments on mortgage loans held-for-sale (excluding certain repurchased loans insured by U.S. government agencies), and changes in the fair value of financial instruments measured under the fair value option. Net mortgage servicing revenue includes operating revenue earned from servicing third-party mortgage loans, which is recognized over the period in which the service is provided; changes in the fair value of MSRs; the impact of risk management activities associated with MSRs; and gains and losses on securitization of excess mortgage servicing. Net mortgage servicing revenue also includes gains and losses on sales and lower of cost or fair value adjustments of certain repurchased loans insured by U.S. government agencies."}
-{"_id": "JPM20235694", "title": "JPM Mortgage fees and related income", "text": "Refer to Note 15 for further information on risk management activities and MSRs."}
-{"_id": "JPM20235695", "title": "JPM Mortgage fees and related income", "text": "Net interest income from mortgage loans is recorded in interest income."}
-{"_id": "JPM20235697", "title": "JPM Card income", "text": "This revenue category includes interchange and other income from credit and debit card transactions; and fees earned from processing card transactions for merchants, both of which are recognized when purchases are made by a cardholder and presented net of certain transaction-related costs. Card income also includes account origination costs and annual fees, which are deferred and recognized on a straight-line basis over a 12-month period."}
-{"_id": "JPM20235698", "title": "JPM Card income", "text": "Certain credit card products offer the cardholder the ability to earn points based on account activity, which the cardholder can choose to redeem for cash and non-cash rewards. The cost to the Firm related to these proprietary rewards programs varies based on multiple factors including the terms and conditions of the rewards"}
-{"_id": "JPM20235699", "title": "JPM Card income", "text": "programs, cardholder activity, cardholder reward redemption rates and cardholder reward selections. The Firm maintains a liability for its obligations under its rewards programs and reports the current-period cost as a reduction of card income."}
-{"_id": "JPM20235701", "title": "JPM Credit card revenue sharing agreements", "text": "The Firm has contractual agreements with numerous co-brand partners that grant the Firm exclusive rights to issue co-branded credit card products and market them to the customers of such partners. These partners endorse the co-brand credit card programs and provide their customer or member lists to the Firm. The partners may also conduct marketing activities and provide rewards redeemable under their own loyalty programs that the Firm will grant to co-brand credit cardholders based on account activity. The terms of these agreements generally range from five to ten years."}
-{"_id": "JPM20235702", "title": "JPM Credit card revenue sharing agreements", "text": "The Firm typically makes payments to the co-brand credit card partners based on the cost of partners\u2019 marketing activities and loyalty program rewards provided to credit cardholders, new account originations and sales volumes. Payments to partners based on marketing efforts undertaken by the partners are expensed by the Firm as incurred and reported as marketing expense. Payments for partner loyalty program rewards are reported as a reduction of card income when incurred. Payments to partners based on new credit card account originations are accounted for as direct loan origination costs and are deferred and recognized as a reduction of card income on a straight-line basis over a 12-month period. Payments to partners based on sales volumes are reported as a reduction of card income when the related interchange income is earned."}
-{"_id": "JPM20235708", "title": "JPM Credit card revenue sharing agreements", "text": "The following table presents the components of card income: Year ended December 31, (in millions)####2023####2022####2021 Interchange and merchant processing income##$##31,021##$##28,085##$##23,592 Reward costs and partner payments####(24,601)####(22,162)####(17,868) All other(a)####(1,636)####(1,503)####(622) Total card income##$##4,784##$##4,420##$##5,102"}
-{"_id": "JPM20235709", "title": "JPM Credit card revenue sharing agreements", "text": "(a)Predominantly represents the amortization of account origination costs and annual fees, which are deferred and recognized on a straight-line basis over a 12-month period."}
-{"_id": "JPM20235710", "title": "JPM Credit card revenue sharing agreements", "text": "Card income is earned primarily by CCB, CIB and CB."}
-{"_id": "JPM20235714", "title": "JPM Other income", "text": "This revenue category includes operating lease income, as well as losses associated with the Firm\u2019s tax-oriented investments, predominantly alternative energy equity-method investments in CIB. The losses associated with these tax-oriented investments are more than offset by lower income tax expense from the associated tax credits."}
-{"_id": "JPM20235721", "title": "JPM Other income", "text": "The following table presents certain components of other income: Year ended December 31, (in millions)####2023######2022####2021 Operating lease income##$##2,843####$##3,654##$##4,914 Losses on tax-oriented investments####(1,538)######(1,491)####(1,570) Estimated bargain purchase gain associated with the First Republic acquisition####2,775##(a)####\u2014####\u2014 Gain related to the acquisition of CIFM####339##(b)####\u2014####\u2014 Gain on sale of Visa B shares####\u2014######914####\u2014"}
-{"_id": "JPM20235722", "title": "JPM Other income", "text": "(a) Refer to Note 34 for additional information on the First Republic acquisition."}
-{"_id": "JPM20235723", "title": "JPM Other income", "text": "(b) Gain on the original minority interest in CIFM upon the Firm's acquisition of the remaining 51% of the entity."}
-{"_id": "JPM20235724", "title": "JPM Other income", "text": "Refer to Note 2 and 18 for additional information on Visa B shares and operating leases, respectively."}
-{"_id": "JPM20235731", "title": "JPM Other expense", "text": "Other expense on the Firm\u2019s Consolidated statements of income included: Year ended December 31, (in millions)####2023######2022####2021 Legal expense##$##1,436####$##266##$##426 FDIC-related expense####4,203##(a)####860####730 First Republic-related expense####1,060##(b)####\u2014####"}
-{"_id": "JPM20235732", "title": "JPM Other expense", "text": "(a) Included the $2.9 billion FDIC special assessment."}
-{"_id": "JPM20235733", "title": "JPM Other expense", "text": "(b) Included payments to the FDIC in the second quarter of 2023 with respect to First Republic individuals who were not employees of the Firm until July 2, 2023, as well as $360 million restructuring and integration costs. Refer to Note 34 for additional information on the First Republic acquisition."}
-{"_id": "JPM20235735", "title": "JPM FDIC Special Assessment", "text": "In November 2023, the FDIC approved a final rule to implement a special assessment intended to recover losses to the Deposit Insurance Fund (\u201cDIF\u201d) arising from the protection of uninsured depositors resulting from the systemic risk determination made on March 12, 2023. The final rule imposed a special assessment at a quarterly rate of 3.36 basis points on insured depository institutions whose estimated uninsured deposits were over $5.0 billion as of December 31, 2022. In the fourth quarter of 2023, the Firm recognized the estimated special assessment expense of $2.9 billion (pre-tax)."}
-{"_id": "JPM20235736", "title": "JPM FDIC Special Assessment", "text": "Refer to Note 32 for additional information on noninterest revenue and expense by segment."}
-{"_id": "JPM20235739", "title": "JPM Note 7 \u2013 Interest income and Interest expense", "text": "Interest income and interest expense are recorded in the Consolidated statements of income and classified based on the nature of the underlying asset or liability."}
-{"_id": "JPM20235740", "title": "JPM Note 7 \u2013 Interest income and Interest expense", "text": "Interest income and interest expense includes the current-period interest accruals for financial instruments measured at fair value, except for derivatives and financial instruments containing embedded derivatives that would be separately accounted for in accordance with U.S. GAAP, absent the fair value option election; for those instruments, all changes in fair value including any interest elements, are primarily reported in principal transactions revenue. For financial instruments that are not measured at fair value, the related interest is included within interest income or interest expense, as applicable."}
-{"_id": "JPM20235741", "title": "JPM Note 7 \u2013 Interest income and Interest expense", "text": "Interest income on loans and securities include the amortization and accretion of purchase premiums and discounts, as well as net deferred fees and costs on loans. These amounts are deferred in loans and investment securities, respectively, and recognized on a level-yield basis."}
-{"_id": "JPM20235742", "title": "JPM Note 7 \u2013 Interest income and Interest expense", "text": "Refer to Notes 10, 11, 12, and 20 for further information on accounting for interest income and interest expense related to investment securities, securities financing activities (i.e., securities purchased or sold under resale or repurchase agreements; securities borrowed; and securities loaned), loans and long-term debt, respectively."}
-{"_id": "JPM20235766", "title": "JPM Note 7 \u2013 Interest income and Interest expense", "text": "The following table presents the components of interest income and interest expense: Year ended December 31, (in millions)####2023######2022####2021 Interest income############## Loans##$##83,384##(e)##$##52,736##$##41,537 Taxable securities####17,390######10,372####6,460 Non-taxable securities(a)####1,336######975####1,063 Total investment securities####18,726##(e)####11,347####7,523 Trading assets - debt instruments####15,950######9,053####6,825 Federal funds sold and securities purchased under resale agreements####15,079######4,632####958 Securities borrowed(b)####7,983######2,237####(385) Deposits with banks####21,797######9,039####512 All other interest-earning assets(c)####7,669######3,763####894 Total interest income##$##170,588####$##92,807##$##57,864 Interest expense############## Interest bearing deposits##$##40,016####$##10,082##$##531 Federal funds purchased and securities loaned or sold under repurchase agreements####13,259######3,721####274 Short-term borrowings####1,894######747####126 Trading liabilities - debt and all other interest-bearing liabilities(d)####9,396######3,246####257 Long-term debt####15,803######8,075####4,282 Beneficial interest issued by consolidated VIEs####953######226####83 Total interest expense##$##81,321####$##26,097##$##5,553 Net interest income##$##89,267####$##66,710##$##52,311 Provision for credit losses####9,320######6,389####(9,256) Net interest income after provision for credit losses##$##79,947####$##60,321##$##61,567"}
-{"_id": "JPM20235767", "title": "JPM Note 7 \u2013 Interest income and Interest expense", "text": "(a)Represents securities that are tax-exempt for U.S. federal income tax purposes."}
-{"_id": "JPM20235768", "title": "JPM Note 7 \u2013 Interest income and Interest expense", "text": "(b)Negative interest and rates reflect the net impact of interest earned offset by fees paid on client-driven prime brokerage securities borrowed transactions."}
-{"_id": "JPM20235769", "title": "JPM Note 7 \u2013 Interest income and Interest expense", "text": "(c)Includes interest earned on brokerage-related held-for-investment customer receivables, which are classified in accrued interest and accounts receivable, and all other interest-earning assets, which are classified in other assets on the Consolidated balance sheets."}
-{"_id": "JPM20235770", "title": "JPM Note 7 \u2013 Interest income and Interest expense", "text": "(d)All other interest-bearing liabilities includes interest expense on brokerage-related customer payables."}
-{"_id": "JPM20235771", "title": "JPM Note 7 \u2013 Interest income and Interest expense", "text": "(e)Includes the accretion of the purchase discount on certain acquired loans and investment securities associated with First Republic. Refer to Note 34 for additional information."}
-{"_id": "JPM20235776", "title": "JPM employee benefit plans", "text": "The Firm has various defined benefit pension plans and OPEB plans that provide benefits to its employees in the U.S. and certain non-U.S. locations. Substantially all the defined benefit pension plans are closed to new participants. The principal defined benefit pension plan in the U.S., which covered substantially all U.S. employees, was closed to new participants and frozen for existing participants on January 1, 2020, (and January 1, 2019 for new hires on or after December 2, 2017). Interest credits continue to accrue to participants\u2019 accounts based on their accumulated balances."}
-{"_id": "JPM20235777", "title": "JPM employee benefit plans", "text": "The Firm maintains funded and unfunded postretirement benefit plans that provide medical and life insurance for certain eligible employees and retirees as well as their"}
-{"_id": "JPM20235778", "title": "JPM employee benefit plans", "text": "dependents covered under these programs. None of these plans have a material impact on the Firm\u2019s Consolidated Financial Statements."}
-{"_id": "JPM20235779", "title": "JPM employee benefit plans", "text": "The Firm also provides a qualified defined contribution plan in the U.S. and maintains other similar arrangements in certain non-U.S. locations. The most significant of these plans is the JPMorgan Chase 401(k) Savings Plan (\u201cthe 401(k) Savings Plan\u201d), which covers substantially all U.S. employees. Employees can contribute to the 401(k) Savings Plan on a pretax and/or Roth 401(k) after-tax basis. The Firm makes annual matching and pay credit contributions to the 401(k) Savings Plan on behalf of eligible participants."}
-{"_id": "JPM20235786", "title": "JPM employee benefit plans", "text": "The following table presents the pretax benefit obligations, plan assets, the net funded status, and the amounts recorded in AOCI on the Consolidated balance sheets for the Firm\u2019s significant defined benefit pension and OPEB plans. As of or for the year ended December 31,######Defined benefit pension and OPEB plans#### (in millions)####2023######2022 Projected benefit obligations##$##(14,740)####$##(13,545) Fair value of plan assets####22,013######19,890 Net funded status####7,273######6,345 Accumulated other comprehensive income/(loss)####(1,517)######(1,916)"}
-{"_id": "JPM20235787", "title": "JPM employee benefit plans", "text": "The weighted-average discount rate used to value the benefit obligations as of December 31, 2023 and 2022, was 5.16% and 5.14%, respectively."}
-{"_id": "JPM20235789", "title": "JPM Gains and losses", "text": "Gains or losses resulting from changes in the benefit obligation and the fair value of plan assets are recorded in OCI. Amortization of net gains or losses are recognized as part of the net periodic benefit cost over subsequent periods, if, as of the beginning of the year, the net gain or loss exceeds 10% of the greater of the projected benefit obligation or the fair value of the plan assets. Amortization is generally over the average expected remaining lifetime of plan participants, given the frozen status of most plans. For the year ended December 31, 2023, the net gain was attributable to market-driven increases in the fair value of plan assets, partially offset by changes in the discount rate"}
-{"_id": "JPM20235790", "title": "JPM Gains and losses", "text": "and interest crediting rate. During the year ended December 31, 2022, a remeasurement of the Firm\u2019s U.S. principal defined benefit plan in the third quarter, was required as a result of a pension settlement. The remeasurement resulted in a reduction in the fair value of the Firm\u2019s U.S. principal defined benefit plan assets, reflecting market conditions at the time of remeasurement, and a reduction in the plan\u2019s projected benefit obligation totaling $4.0 billion and $2.6 billion, respectively, resulting in a net decrease of $1.4 billion in pre-tax AOCI."}
-{"_id": "JPM20235797", "title": "JPM Gains and losses", "text": "The following table presents the net periodic benefit costs reported in the Consolidated statements of income for the Firm\u2019s defined benefit pension, defined contribution and OPEB plans, and in other comprehensive income for the defined benefit pension and OPEB plans. ##########Pension and OPEB plans######## Year ended December 31, (in millions)####2023####2022########2021## Total net periodic defined benefit plan cost/(credit)(a)##$##(393)##$##(192)####(b)##$##(201)##(b) Total defined contribution plans####1,609####1,408########1,333## Total pension and OPEB cost included in noninterest expense##$##1,216##$##1,216######$##1,132## Total recognized in other comprehensive (income)/loss##$##(421)##$##1,459######$##(1,129)##"}
-{"_id": "JPM20235798", "title": "JPM Gains and losses", "text": "(a)The service cost component of net periodic defined benefit cost is reported in compensation expense; all other components of net periodic defined benefit costs are reported in other expense in the Consolidated statements of income."}
-{"_id": "JPM20235799", "title": "JPM Gains and losses", "text": "(b)Includes pension settlement losses of $92 million and $33 million, respectively, for the years ended December 31, 2022 and 2021."}
-{"_id": "JPM20235805", "title": "JPM 222 JPMorgan Chase & Co./2023 Form 10-K", "text": "The following table presents the weighted-average actuarial assumptions used to determine the net periodic benefit costs for the defined benefit pension and OPEB plans. ##########Defined benefit pension and OPEB plans#### Year ended December 31,##2023####2022######2021## Discount rate##5.14##%##2.54##%####2.17##% Expected long-term rate of return on plan assets##5.74##%##3.68##%####2.97##%"}
-{"_id": "JPM20235807", "title": "JPM Plan assumptions", "text": "The Firm\u2019s expected long-term rate of return is a blended weighted average, by asset allocation of the projected long-term returns for the various asset classes, taking into consideration local market conditions and the specific allocation of plan assets. Returns on asset classes are developed using a forward-looking approach and are not strictly based on historical returns, with consideration given to current market conditions and the portfolio mix of each plan."}
-{"_id": "JPM20235808", "title": "JPM Plan assumptions", "text": "The discount rates used in determining the benefit obligations are generally provided by the Firm\u2019s actuaries, with the Firm\u2019s principal defined benefit pension plan using a rate that was selected by reference to the yields on portfolios of bonds with maturity dates and coupons that closely match each of the plan\u2019s projected cash flows."}
-{"_id": "JPM20235810", "title": "JPM Investment strategy and asset allocation", "text": "The assets of the Firm\u2019s defined benefit pension plans are held in various trusts and are invested in well-diversified portfolios of equity and fixed income securities, cash and cash equivalents, and alternative investments. The Firm regularly reviews the asset allocations and asset managers, as well as other factors that could impact the portfolios, which are rebalanced when deemed necessary. As of December 31, 2023, the approved asset allocation ranges by asset class for the Firm\u2019s principal defined benefit plan are 42-100% debt securities, 0-40% equity securities, 0-2% real estate, and 0-10% alternatives."}
-{"_id": "JPM20235811", "title": "JPM Investment strategy and asset allocation", "text": "Assets held by the Firm\u2019s defined benefit pension and OPEB plans do not include securities issued by JPMorgan Chase or its affiliates, except through indirect exposures through investments in exchange traded funds, mutual funds and collective investment funds managed by third-parties. The defined benefit pension and OPEB plans hold investments that are sponsored or managed by affiliates of JPMorgan Chase in the amount of $1.8 billion and $1.7 billion, as of December 31, 2023 and 2022, respectively."}
-{"_id": "JPM20235821", "title": "JPM Fair value measurement of the plans\u2019 assets and liabilities", "text": "Refer to Note 2 for information on fair value measurements, including descriptions of level 1, 2, and 3 of the fair value hierarchy and the valuation methods employed by the Firm. ########Pension plan assets and liabilities measured at fair value######################## ##################Defined benefit pension and OPEB plans############## ##########2023################2022###### December 31,  (in millions)####Level 1(a)####Level 2(b)####Level 3(c)####Total fair value####Level 1(a)####Level 2(b)####Level 3(c)####Total fair value Assets measured at fair value classified in the fair value hierarchy##$##6,521##$##10,713##$##3,124##$##20,358##$##5,308##$##9,617##$##2,613##$##17,538 Assets measured at fair value using NAV as a practical expedient################2,097################2,593 Net defined benefit pension plan payables################(442)################(241) Total fair value of plan assets##############$##22,013##############$##19,890"}
-{"_id": "JPM20235822", "title": "JPM Fair value measurement of the plans\u2019 assets and liabilities", "text": "(a) Consists predominantly of equity securities, U.S. federal, state, and local and non-U.S. government debt securities, and cash equivalents."}
-{"_id": "JPM20235823", "title": "JPM Fair value measurement of the plans\u2019 assets and liabilities", "text": "(b) Consists predominantly of corporate debt securities and U.S. federal, state, and local and non-U.S. government debt securities."}
-{"_id": "JPM20235824", "title": "JPM Fair value measurement of the plans\u2019 assets and liabilities", "text": "(c) Consists of corporate-owned life insurance policies, fund investments, and participating annuity contracts in 2023, and corporate-owned life insurance policies and participating annuity contracts in 2022."}
-{"_id": "JPM20235827", "title": "JPM Notes to consolidated financial statements", "text": "Changes in level 3 fair value measurements using significant unobservable inputs"}
-{"_id": "JPM20235828", "title": "JPM Notes to consolidated financial statements", "text": "Investments classified in level 3 of the fair value hierarchy increased in 2023 to $3.1 billion, due to $400 million in unrealized gains and $173 million of transfers in, partially offset by $59 million in settlements. The decline in 2022 was due to $501 million in unrealized losses and $54 million in settlements."}
-{"_id": "JPM20235837", "title": "JPM Estimated future benefit payments", "text": "The following table presents benefit payments expected to be paid for the defined benefit pension and OPEB plans for the years indicated. Year ended December 31, (in millions)####Defined benefit pension and OPEB plans 2024##$##1,142 2025####1,125 2026####1,113 2027####1,077 2028####1,063 Years 2029\u20132033####5,143"}
-{"_id": "JPM20235841", "title": "JPM Employee share-based awards", "text": "In 2023, 2022 and 2021, JPMorgan Chase granted long-term share-based awards to certain employees under its LTIP, as amended and restated effective May 15, 2018, and subsequently amended effective May 18, 2021. Under the terms of the LTIP, as of December 31, 2023, 54 million shares of common stock were available for issuance through May 2025. The LTIP is the only active plan under which the Firm is currently granting share-based incentive awards. In the following discussion, the LTIP, plus prior Firm plans and plans assumed as the result of acquisitions, are referred to collectively as the \u201cLTI Plans,\u201d and such plans constitute the Firm\u2019s share-based incentive plans."}
-{"_id": "JPM20235842", "title": "JPM Employee share-based awards", "text": "RSUs are awarded at no cost to the recipient upon their grant. Generally, RSUs are granted annually and vest at a rate of 50% after two years and 50% after three years and are converted into shares of common stock as of the vesting date. In addition, RSUs typically include full-career eligibility provisions, which allow employees to continue to vest upon voluntary termination based on age and/or service-related requirements, subject to post-employment and other restrictions. All RSU awards are subject to forfeiture until vested and contain clawback provisions that may result in cancellation under certain specified circumstances. Predominantly all RSUs entitle the recipient to receive cash payments equivalent to any dividends paid on the underlying common stock during the period the RSUs are outstanding."}
-{"_id": "JPM20235843", "title": "JPM Employee share-based awards", "text": "Performance share units (\u201cPSUs\u201d) are granted annually, and approved by the Firm\u2019s Board of Directors, to members of the Firm\u2019s Operating Committee under the variable compensation program. PSUs are subject to the Firm\u2019s achievement of specified performance criteria over a three-year period. The number of awards that vest can range from zero to 150% of the grant amount. In addition, dividends that accrue during the vesting period are reinvested in dividend equivalent share units. PSUs and the related dividend equivalent share units are converted into shares of common stock after vesting."}
-{"_id": "JPM20235844", "title": "JPM Employee share-based awards", "text": "Once the PSUs and dividend equivalent share units have vested, the shares of common stock that are delivered, after applicable tax withholding, must be retained for an additional holding period, for a total combined vesting and holding period of approximately five to eight years from the grant date depending on regulations in certain countries."}
-{"_id": "JPM20235845", "title": "JPM Employee share-based awards", "text": "Under the LTI Plans, stock appreciation rights (\u201cSARs\u201d) were generally granted with an exercise price equal to the fair value of JPMorgan Chase\u2019s common stock on the grant date. SARs generally expire ten years after the grant date. In 2021, the Firm awarded its Chairman and CEO and its President and Chief Operating Officer 1.5 million and 750,000 SARs, respectively. There were no grants of SARs in 2023 or 2022."}
-{"_id": "JPM20235846", "title": "JPM Employee share-based awards", "text": "The Firm separately recognizes compensation expense for each tranche of each award, net of estimated forfeitures, as if it were a separate award with its own vesting date. Generally, for each tranche granted, compensation expense is recognized on a straight-line basis from the grant date until the vesting date of the respective tranche, provided that the employees will not become full-career eligible during the vesting period. For awards with full-career eligibility provisions and awards granted with no future substantive service requirement, the Firm accrues the estimated value of awards expected to be awarded to employees as of the grant date without giving consideration to the impact of post-employment restrictions. For each tranche granted to employees who will become full-career eligible during the vesting period, compensation expense is recognized on a straight-line basis from the grant date until the earlier of the employee\u2019s full-career eligibility date or the vesting date of the respective tranche."}
-{"_id": "JPM20235847", "title": "JPM Employee share-based awards", "text": "The Firm\u2019s policy for issuing shares upon settlement of employee share-based incentive awards is to issue either new shares of common stock or treasury shares. During 2023, 2022 and 2021, the Firm settled all of its employee share-based awards by issuing treasury shares."}
-{"_id": "JPM20235848", "title": "JPM Employee share-based awards", "text": "Refer to Note 23 for further information on the classification of share-based awards for purposes of calculating earnings per share."}
-{"_id": "JPM20235862", "title": "JPM RSUs, PSUs and SARs activity", "text": "Generally, compensation expense for RSUs and PSUs is measured based on the number of units granted multiplied by the stock price at the grant date, and for SARs, is measured at the grant date using the Black-Scholes valuation model. Compensation expense for these awards is recognized in net income as described previously. The following table summarizes JPMorgan Chase\u2019s RSUs, PSUs and SARs activity for 2023. ####RSUs/PSUs##########SARs Year ended December 31, 2023##Number of units####Weighted-average grant date fair value##Number of awards####Weighted-average exercise price## (in thousands, except weighted-average data, and where otherwise stated)############## Outstanding, January 1##47,726##$##139.90##2,511##$##141.19## Granted##23,758####139.39##\u2014####\u2014## Exercised or vested##(17,773)####134.86##(261)####46.58## Forfeited##(1,468)####142.11##\u2014####\u2014## Canceled##NA####NA##\u2014####\u2014## Outstanding, December 31##52,243##$##141.31##2,250##$##152.19## Exercisable, December 31##NA####NA##\u2014####\u2014##"}
-{"_id": "JPM20235863", "title": "JPM RSUs, PSUs and SARs activity", "text": "The total fair value of RSUs and PSUs that vested during the years ended December 31, 2023, 2022 and 2021, was $2.5 billion, $3.2 billion and $2.9 billion, respectively. The total intrinsic value of options exercised during the years ended December 31, 2023, 2022 and 2021, was $24 million, $75 million and $232 million, respectively."}
-{"_id": "JPM20235869", "title": "JPM Compensation expense", "text": "The Firm recognized the following noncash compensation expense related to its various employee share-based incentive plans in its Consolidated statements of income. Year ended December 31, (in millions)####2023####2022####2021 Cost of prior grants of RSUs, PSUs and SARs that are amortized over their applicable vesting periods##$##1,510##$##1,253##$##1,161 Accrual of estimated costs of share-based awards to be granted in future periods, predominantly those to full-career eligible employees####1,607####1,541####1,768 Total noncash compensation expense related to employee share-based incentive plans##$##3,117##$##2,794##$##2,929"}
-{"_id": "JPM20235870", "title": "JPM Compensation expense", "text": "At December 31, 2023, approximately $1.0 billion (pretax) of compensation expense related to unvested awards had not yet been charged to net income. That cost is expected to be amortized into compensation expense over a weighted-average period of 1.7 years. The Firm does not capitalize any compensation expense related to share-based compensation awards to employees."}
-{"_id": "JPM20235872", "title": "JPM Tax benefits", "text": "Income tax benefits (including tax benefits from dividends or dividend equivalents) related to share-based incentive arrangements recognized in the Firm\u2019s Consolidated statements of income for the years ended December 31, 2023, 2022 and 2021, were $836 million, $901 million and $957 million, respectively."}
-{"_id": "JPM20235875", "title": "JPM Note 10 \u2013 Investment securities", "text": "Investment securities consist of debt securities that are classified as AFS or HTM. Debt securities classified as trading assets are discussed in Note 2. Predominantly all of the Firm\u2019s AFS and HTM securities are held by Treasury and CIO in connection with its asset-liability management activities."}
-{"_id": "JPM20235876", "title": "JPM Note 10 \u2013 Investment securities", "text": "AFS securities are carried at fair value on the Consolidated balance sheets. Unrealized gains and losses, after any applicable hedge accounting adjustments or allowance for credit losses, are reported in AOCI. The specific identification method is used to determine realized gains and losses on AFS securities, which are included in investment securities gains/(losses) on the Consolidated statements of income. HTM securities, which the Firm has the intent and ability to hold until maturity, are carried at amortized cost, net of allowance for credit losses, on the Consolidated balance sheets."}
-{"_id": "JPM20235877", "title": "JPM Note 10 \u2013 Investment securities", "text": "For both AFS and HTM securities, purchase discounts or premiums are generally amortized into interest income on a level-yield basis over the contractual life of the security. However, premiums on certain callable debt securities are amortized to the earliest call date."}
-{"_id": "JPM20235878", "title": "JPM Note 10 \u2013 Investment securities", "text": "Effective January 1, 2023, the Firm adopted the portfolio layer method hedge accounting guidance which permitted a transfer of HTM securities to AFS upon adoption. The Firm transferred obligations of U.S. states and municipalities with a carrying value of $7.1 billion resulting in the recognition of $38 million net pre-tax unrealized losses in AOCI. Refer to Note 1 and Note 24 for additional information."}
-{"_id": "JPM20235879", "title": "JPM Note 10 \u2013 Investment securities", "text": "During 2022, the Firm transferred investment securities with a fair value of $78.3 billion from AFS to HTM for capital management purposes. AOCI included pretax unrealized losses of $4.8 billion on the securities at the date of transfer."}
-{"_id": "JPM20235880", "title": "JPM Note 10 \u2013 Investment securities", "text": "Unrealized gains or losses at the date of transfer of these securities continue to be reported in AOCI and are amortized into interest income on a level-yield basis over the remaining life of the securities. This amortization will offset the effect on interest income of the amortization of the premium or discount resulting from the transfer recorded at fair value."}
-{"_id": "JPM20235881", "title": "JPM Note 10 \u2013 Investment securities", "text": "Transfers of securities between AFS and HTM are non-cash transactions."}
-{"_id": "JPM20235916", "title": "JPM Notes to consolidated financial statements", "text": "The amortized costs and estimated fair values of the investment securities portfolio were as follows for the dates indicated. ##########2023####################2022###### December 31, (in millions)####Amortized cost(c)(d)####Gross unrealized gains####Gross unrealized losses####Fair value######Amortized cost(c)(d)####Gross unrealized gains######Gross unrealized losses####Fair value Available-for-sale securities#################################### Mortgage-backed securities:#################################### U.S. GSEs and government agencies##$##88,377##$##870##$##4,077##$##85,170####$##77,194##$##479##$##6,170####$##71,503 Residential:#################################### U.S.####2,086####10####68####2,028######1,576####1####111######1,466 Non-U.S.####1,608####4####1####1,611######3,176####5####27######3,154 Commercial####2,930####12####139####2,803######2,113####\u2014####155######1,958 Total mortgage-backed securities####95,001####896####4,285####91,612######84,059####485####6,463######78,081 U.S. Treasury and government agencies####58,051####276####522####57,805######95,217####302####3,459######92,060 Obligations of U.S. states and municipalities####21,243####390####266####21,367######7,103####86####403######6,786 Non-U.S. government debt securities####21,387####254####359####21,282######20,360####14####678######19,696 Corporate debt securities####128####\u2014####28####100######381####\u2014####24######357 Asset-backed securities:#################################### Collateralized loan obligations####6,769####11####28####6,752######5,916####1####125######5,792 Other####2,804####8####26####2,786######3,152####2####69######3,085 Unallocated portfolio layer fair value  basis adjustments(a)####73####(73)####\u2014####NA######NA####NA####NA######NA Total available-for-sale securities####205,456####1,762####5,514####201,704##(e)####216,188####890####11,221######205,857 Held-to-maturity securities(b)#################################### Mortgage-backed securities:#################################### U.S. GSEs and government agencies####105,614####39####11,643####94,010######113,492####35####13,709######99,818 U.S. Residential####9,709####4####970####8,743######10,503####3####1,244######9,262 Commercial####10,534####13####581####9,966######10,361####10####734######9,637 Total mortgage-backed securities####125,857####56####13,194####112,719######134,356####48####15,687######118,717 U.S. Treasury and government agencies####173,666####\u2014####13,074####160,592######207,463####\u2014####18,363######189,100 Obligations of U.S. states and municipalities####9,945####74####591####9,428######19,747####53####1,080######18,720 Asset-backed securities:#################################### Collateralized loan obligations####58,565####47####352####58,260######61,414####4####1,522######59,896 Other####1,815####1####61####1,755######2,325####\u2014####110######2,215 Total held-to-maturity securities####369,848####178####27,272####342,754######425,305####105####36,762######388,648 Total investment securities, net of allowance for credit losses##$##575,304##$##1,940##$##32,786##$##544,458####$##641,493##$##995##$##47,983####$##594,505"}
-{"_id": "JPM20235917", "title": "JPM Notes to consolidated financial statements", "text": "(a)Represents the amount of portfolio layer method basis adjustments related to AFS securities hedged in a closed portfolio. Under U.S. GAAP portfolio layer method basis adjustments are not allocated to individual securities, however the amounts impact the unrealized gains or losses in the table for the types of securities being hedged. Refer to Note 1 and Note 5 for additional information."}
-{"_id": "JPM20235918", "title": "JPM Notes to consolidated financial statements", "text": "(b)The Firm purchased $4.1 billion, $33.7 billion and $111.8 billion of HTM securities for the years ended December 31, 2023, 2022 and 2021, respectively."}
-{"_id": "JPM20235919", "title": "JPM Notes to consolidated financial statements", "text": "(c)The amortized cost of investment securities is reported net of allowance for credit losses of $128 million and $96 million at December 31, 2023 and 2022, respectively."}
-{"_id": "JPM20235920", "title": "JPM Notes to consolidated financial statements", "text": "(d)Excludes $2.8 billion and $2.5 billion of accrued interest receivable at December 31, 2023 and 2022, respectively, included in accrued interest and accounts receivable on the Consolidated balance sheets. The Firm generally does not recognize an allowance for credit losses on accrued interest receivable, consistent with its policy to write them off no later than 90 days past due by reversing interest income. The Firm did not reverse through interest income any accrued interest receivable for the years ended December 31, 2023 and 2022."}
-{"_id": "JPM20235921", "title": "JPM Notes to consolidated financial statements", "text": "(e)As of December 31, 2023, included $24.2 billion of AFS securities associated with First Republic. Refer to Note 34 for additional information."}
-{"_id": "JPM20235922", "title": "JPM Notes to consolidated financial statements", "text": "At December 31, 2023, the investment securities portfolio consisted of debt securities with an average credit rating of AA+ (based upon external ratings where available, and where not available, based primarily upon internal risk ratings). Risk ratings are used to identify the credit quality of securities and differentiate risk within the portfolio. The Firm\u2019s internal risk ratings generally align with the qualitative characteristics (e.g., borrower capacity to meet financial commitments and vulnerability to changes in the economic environment) defined by S&P and Moody\u2019s,"}
-{"_id": "JPM20235923", "title": "JPM Notes to consolidated financial statements", "text": "however the quantitative characteristics (e.g., probability of default (\u201cPD\u201d) and loss given default (\u201cLGD\u201d)) may differ as they reflect internal historical experiences and assumptions. Risk ratings are assigned at acquisition, reviewed on a regular and ongoing basis by Credit Risk Management and adjusted as necessary over the life of the investment for updated information affecting the issuer\u2019s ability to fulfill its obligations."}
-{"_id": "JPM20235960", "title": "JPM AFS securities impairment", "text": "The following tables present the fair value and gross unrealized losses by aging category for AFS securities at December 31, 2023 and 2022. The tables exclude U.S. Treasury and government agency securities and U.S. GSE and government agency MBS with unrealized losses of $4.6 billion and $9.6 billion, at December 31, 2023 and 2022, respectively; changes in the value of these securities are generally driven by changes in interest rates rather than changes in their credit profile given the explicit or implicit guarantees provided by the U.S. government. ############Available-for-sale securities with gross unrealized losses############## ######Less than 12 months##########12 months or more########## Year ended December 31, 2023 (in millions)####Fair value######Gross unrealized losses####Fair value####Gross unrealized losses####Total fair value####Total gross unrealized losses Available-for-sale securities########################## Mortgage-backed securities:########################## Residential:########################## U.S.##$##81####$##\u2014##$##1,160##$##68##$##1,241##$##68 Non-U.S.####\u2014######\u2014####722####1####722####1 Commercial####228######3####1,775####136####2,003####139 Total mortgage-backed securities####309######3####3,657####205####3,966####208 Obligations of U.S. states and municipalities####2,134######20####2,278####246####4,412####266 Non-U.S. government debt securities####7,145######23####4,987####336####12,132####359 Corporate debt securities####9######\u2014####79####28####88####28 Asset-backed securities:########################## Collateralized loan obligations####932######2####3,744####26####4,676####28 Other####208######1####1,288####25####1,496####26 Total available-for-sale securities with gross unrealized losses##$##10,737##(a)##$##49##$##16,033##$##866##$##26,770##$##915 ############Available-for-sale securities with gross unrealized losses############ ######Less than 12 months########12 months or more########## Year ended December 31, 2022 (in millions)####Fair value####Gross unrealized losses####Fair value####Gross unrealized losses####Total fair value####Total gross unrealized losses Available-for-sale securities######################## Mortgage-backed securities:######################## Residential:######################## U.S.##$##1,187##$##71##$##260##$##40##$##1,447##$##111 Non-U.S.####2,848####25####70####2####2,918####27 Commercial####1,131####74####813####81####1,944####155 Total mortgage-backed securities####5,166####170####1,143####123####6,309####293 Obligations of U.S. states and municipalities####3,051####241####364####162####3,415####403 Non-U.S. government debt securities####6,941####321####3,848####357####10,789####678 Corporate debt securities####150####2####207####22####357####24 Asset-backed securities:######################## Collateralized loan obligations####3,010####61####2,701####64####5,711####125 Other####2,586####51####256####18####2,842####69 Total available-for-sale securities with gross unrealized losses##$##20,904##$##846##$##8,519##$##746##$##29,423##$##1,592"}
-{"_id": "JPM20235961", "title": "JPM AFS securities impairment", "text": "(a)Includes the impact of First Republic, primarily obligations of U.S. states and municipalities. Refer to Note 34 for additional information."}
-{"_id": "JPM20235964", "title": "JPM Notes to consolidated financial statements", "text": "AFS securities are considered impaired if the fair value is less than the amortized cost."}
-{"_id": "JPM20235965", "title": "JPM Notes to consolidated financial statements", "text": "The Firm recognizes impairment losses in earnings if the Firm has the intent to sell the debt security, or if it is more likely than not that the Firm will be required to sell the debt security before recovery of its amortized cost. In these circumstances the impairment loss is recognized in investment securities gains/(losses) in the Consolidated Statements of Income and is equal to the full difference between the amortized cost (net of allowance if applicable) and the fair value of the security."}
-{"_id": "JPM20235966", "title": "JPM Notes to consolidated financial statements", "text": "For impaired debt securities that the Firm has the intent and ability to hold, the securities are evaluated to determine if a credit loss exists. If it is determined that a credit loss exists, that loss is recognized as an allowance for credit losses through the provision for credit losses in the Consolidated Statements of Income, limited by the amount of impairment. Any impairment on debt securities that the Firm has the intent and ability to hold not due to credit losses is recorded in OCI."}
-{"_id": "JPM20235967", "title": "JPM Notes to consolidated financial statements", "text": "Factors considered in evaluating credit losses include adverse conditions specifically related to the industry, geographic area or financial condition of the issuer or underlying collateral of a security; and payment structure of the security."}
-{"_id": "JPM20235968", "title": "JPM Notes to consolidated financial statements", "text": "When assessing securities issued in a securitization for credit losses, the Firm estimates cash flows considering relevant market and economic data, underlying loan-level data, and structural features of the securitization, such as subordination, excess spread, overcollateralization or other forms of credit enhancement, and compares the losses projected for the underlying collateral (\u201cpool losses\u201d) against the level of credit enhancement in the securitization structure to determine whether these features are sufficient to absorb the pool losses, or whether a credit loss exists."}
-{"_id": "JPM20235969", "title": "JPM Notes to consolidated financial statements", "text": "For beneficial interests in securitizations that are rated below \u201cAA\u201d at their acquisition, or that can be contractually prepaid or otherwise settled in such a way that the Firm would not recover substantially all of its recorded investment, the Firm evaluates impairment for credit losses when there is an adverse change in expected cash flows."}
-{"_id": "JPM20235972", "title": "JPM Allowance for credit losses", "text": "The allowance for credit losses on HTM securities represents expected credit losses over the remaining expected life of the securities."}
-{"_id": "JPM20235973", "title": "JPM Allowance for credit losses", "text": "The allowance for credit losses on HTM obligations of U.S. states and municipalities and commercial mortgage-backed securities is calculated by applying statistical credit loss factors (estimated PD and LGD) to the amortized cost. The credit loss factors are derived using a weighted average of five internally developed eight-quarter macroeconomic scenarios, followed by a single year straight-line interpolation to revert to long run historical information for periods beyond the forecast period. Refer to Note 13 for further information on the eight-quarter macroeconomic forecast."}
-{"_id": "JPM20235974", "title": "JPM Allowance for credit losses", "text": "The allowance for credit losses on HTM collateralized loan obligations and U.S. residential mortgage-backed securities"}
-{"_id": "JPM20235975", "title": "JPM Allowance for credit losses", "text": "is calculated as the difference between the amortized cost and the present value of the cash flows expected to be collected, discounted at the security\u2019s effective interest rate. These cash flow estimates are developed based on expectations of underlying collateral performance derived using the eight-quarter macroeconomic forecast and the single year straight-line interpolation, as well as considering the structural features of the security."}
-{"_id": "JPM20235976", "title": "JPM Allowance for credit losses", "text": "The application of different inputs and assumptions into the calculation of the allowance for credit losses is subject to significant management judgment, and emphasizing one input or assumption over another, or considering other inputs or assumptions, could affect the estimate of the allowance for credit losses on HTM securities."}
-{"_id": "JPM20235978", "title": "JPM Credit quality indicator", "text": "The primary credit quality indicator for HTM securities is the risk rating assigned to each security. At December 31, 2023 and 2022, all HTM securities were rated investment grade and were current and accruing, with approximately 99% and 98% rated at least AA+, respectively."}
-{"_id": "JPM20235980", "title": "JPM Allowance for credit losses on investment securities", "text": "The allowance for credit losses on investment securities was $128 million, $96 million and $42 million as of December 31, 2023, 2022 and 2021, respectively, which included a cumulative-effect adjustment to retained earnings related to the transfer of HTM securities to AFS for the year ended December 31, 2023."}
-{"_id": "JPM20235986", "title": "JPM Allowance for credit losses on investment securities", "text": "Selected impacts of investment securities on the Consolidated statements of income Year ended December 31, (in millions)####2023####2022####2021 Realized gains##$##622##$##198##$##595 Realized losses####(3,802)####(2,578)####(940) Investment securities losses##$##(3,180)##$##(2,380)##$##(345) Provision for credit losses##$##38##$##54##$##(36)"}
-{"_id": "JPM20236040", "title": "JPM Contractual maturities and yields", "text": "The following table presents the amortized cost and estimated fair value at December 31, 2023, of JPMorgan Chase\u2019s investment securities portfolio by contractual maturity. By remaining maturity December 31, 2023 (in millions)####Due in one year or less######Due after one year through five years######Due after five years through 10 years######Due after  10 years(c)######Total#### Available-for-sale securities################################ Mortgage-backed securities################################ Amortized cost##$##\u2014####$##5,166####$##5,660####$##84,175####$##95,001#### Fair value####\u2014######5,072######5,662######80,878######91,612####(d) Average yield(a)####\u2014##%####5.27##%####6.15##%####4.96##%####5.05##%## U.S. Treasury and government agencies################################ Amortized cost##$##1####$##27,430####$##23,884####$##6,736####$##58,051#### Fair value####1######27,212######23,933######6,659######57,805#### Average yield(a)####5.44##%####5.84##%####6.15##%####6.60##%####6.06##%## Obligations of U.S. states and municipalities################################ Amortized cost##$##10####$##55####$##531####$##20,647####$##21,243#### Fair value####10######54######533######20,770######21,367####(d) Average yield(a)####3.70##%####3.03##%####4.51##%####5.93##%####5.89##%## Non-U.S. government debt securities################################ Amortized cost##$##8,841####$##4,553####$##3,658####$##4,335####$##21,387#### Fair value####8,814######4,537######3,470######4,461######21,282#### Average yield(a)####3.68##%####4.35##%####2.00##%####3.79##%####3.55##%## Corporate debt securities################################ Amortized cost##$##81####$##67####$##14####$##\u2014####$##162#### Fair value####20######66######14######\u2014######100#### Average yield(a)####15.37##%####6.25##%####4.10##%####\u2014##%####10.62##%## Asset-backed securities################################ Amortized cost##$##23####$##869####$##3,506####$##5,175####$##9,573#### Fair value####23######861######3,503######5,151######9,538####(d) Average yield(a)####6.13##%####3.72##%####6.48##%####6.82##%####6.41##%## Total available-for-sale securities################################ Amortized cost(b)##$##8,956####$##38,140####$##37,253####$##121,068####$##205,417#### Fair value####8,868######37,802######37,115######117,919######201,704####(d) Average yield(a)####3.79##%####5.53##%####5.75##%####5.25##%####5.33##%## Held-to-maturity securities################################ Mortgage-backed securities################################ Amortized cost##$##\u2014####$##5,868####$##8,382####$##111,649####$##125,899#### Fair value####\u2014######5,480######7,448######99,791######112,719#### Average yield(a)####\u2014##%####2.56##%####2.58##%####3.02##%####2.97##%## U.S. Treasury and government agencies################################ Amortized cost##$##63,974####$##60,763####$##48,929####$##\u2014####$##173,666#### Fair value####63,012######56,064######41,516######\u2014######160,592#### Average yield(a)####0.63##%####0.97##%####1.26##%####\u2014##%####0.93##%## Obligations of U.S. states and municipalities################################ Amortized cost##$##\u2014####$##\u2014####$##283####$##9,714####$##9,997#### Fair value####\u2014######\u2014######254######9,174######9,428#### Average yield(a)####\u2014##%####\u2014##%####3.21##%####3.94##%####3.92##%## Asset-backed securities################################ Amortized cost##$##\u2014####$##16####$##20,345####$##40,019####$##60,380#### Fair value####\u2014######16######20,262######39,737######60,015#### Average yield(a)####\u2014##%####6.86##%####6.36##%####6.58##%####6.50##%## Total held-to-maturity securities################################ Amortized cost(b)##$##63,974####$##66,647####$##77,939####$##161,382####$##369,942#### Fair value####63,012######61,560######69,480######148,702######342,754#### Average yield(a)####0.63##%####1.11##%####2.74##%####3.96##%####2.61##%##"}
-{"_id": "JPM20236041", "title": "JPM Contractual maturities and yields", "text": "(a)Average yield is computed using the effective yield of each security owned at the end of the period, weighted based on the amortized cost of each security. The effective yield considers the contractual coupon, amortization of premiums and accretion of discounts, and the effect of related hedging derivatives, including closed portfolio hedges. Taxable-equivalent amounts are used where applicable. The effective yield excludes unscheduled principal prepayments; and accordingly, actual maturities of securities may differ from their contractual or expected maturities as certain securities may be prepaid. However, for certain callable debt securities, the average yield is calculated to the earliest call date."}
-{"_id": "JPM20236042", "title": "JPM Contractual maturities and yields", "text": "(b)For purposes of this table, the amortized cost of available-for-sale securities excludes the allowance for credit losses of $34 million and the portfolio layer fair value hedge basis adjustments of $73 million at December 31, 2023. The amortized cost of held-to-maturity securities also excludes the allowance for credit losses of $94 million at December 31, 2023."}
-{"_id": "JPM20236043", "title": "JPM Contractual maturities and yields", "text": "(c)Substantially all of the Firm\u2019s U.S. residential MBS and collateralized mortgage obligations are due in 10 years or more, based on contractual maturity. The estimated weighted-average life, which reflects anticipated future prepayments, is approximately seven years for agency residential MBS, seven years for agency residential collateralized mortgage obligations, and six years for nonagency residential collateralized mortgage obligations."}
-{"_id": "JPM20236044", "title": "JPM Contractual maturities and yields", "text": "(d)Includes AFS securities associated with First Republic, primarily due after 10 years. Refer to Note 34 for additional information."}
-{"_id": "JPM20236048", "title": "JPM Note 11 \u2013 Securities financing activities", "text": "JPMorgan Chase enters into resale, repurchase, securities borrowed and securities loaned agreements (collectively, \u201csecurities financing agreements\u201d) primarily to finance the Firm\u2019s inventory positions, acquire securities to cover short sales, accommodate customers\u2019 financing needs, settle other securities obligations and to deploy the Firm\u2019s excess cash."}
-{"_id": "JPM20236049", "title": "JPM Note 11 \u2013 Securities financing activities", "text": "Securities financing agreements are treated as collateralized financings on the Firm\u2019s Consolidated balance sheets. Where appropriate under applicable accounting guidance, securities financing agreements with the same counterparty are reported on a net basis. Refer to Note 1 for further discussion of the offsetting of assets and liabilities. Fees received and paid in connection with securities financing agreements are recorded over the life of the agreement in interest income and interest expense on the Consolidated statements of income."}
-{"_id": "JPM20236050", "title": "JPM Note 11 \u2013 Securities financing activities", "text": "The Firm has elected the fair value option for certain securities financing agreements. Refer to Note 3 for further information regarding the fair value option. The securities financing agreements for which the fair value option has been elected are reported within securities purchased under resale agreements, securities loaned or sold under repurchase agreements, and securities borrowed on the Consolidated balance sheets. Generally, for agreements carried at fair value, current-period interest accruals are recorded within interest income and interest expense, with changes in fair value reported in principal transactions revenue. However, for financial instruments containing embedded derivatives that would be separately accounted for in accordance with accounting guidance for hybrid instruments, all changes in fair value, including any interest elements, are reported in principal transactions revenue."}
-{"_id": "JPM20236051", "title": "JPM Note 11 \u2013 Securities financing activities", "text": "Securities financing agreements not elected under the fair value option are measured at amortized cost. As a result of the Firm\u2019s credit risk mitigation practices described below, the Firm did not hold any allowance for credit losses with respect to resale and securities borrowed arrangements as of December 31, 2023 and 2022."}
-{"_id": "JPM20236053", "title": "JPM Credit risk mitigation practices", "text": "Securities financing agreements expose the Firm primarily to credit and liquidity risk. To manage these risks, the Firm monitors the value of the underlying securities (predominantly high-quality securities collateral, including government-issued debt and U.S. GSEs and government agencies MBS) that it has received from or provided to its counterparties compared to the value of cash proceeds and exchanged collateral, and either requests additional collateral or returns securities or collateral when appropriate. Margin levels are initially established based upon the counterparty, the type of underlying securities, and the permissible collateral, and are monitored on an ongoing basis."}
-{"_id": "JPM20236054", "title": "JPM Credit risk mitigation practices", "text": "In resale and securities borrowed agreements, the Firm is exposed to credit risk to the extent that the value of the securities received is less than initial cash principal advanced and any collateral amounts exchanged. In repurchase and securities loaned agreements, credit risk exposure arises to the extent that the value of underlying securities advanced exceeds the value of the initial cash principal received, and any collateral amounts exchanged."}
-{"_id": "JPM20236055", "title": "JPM Credit risk mitigation practices", "text": "Additionally, the Firm typically enters into master netting agreements and other similar arrangements with its counterparties, which provide for the right to liquidate the underlying securities and any collateral amounts exchanged in the event of a counterparty default. It is also the Firm\u2019s policy to take possession, where possible, of the securities underlying resale and securities borrowed agreements. Refer to Note 29 for further information regarding assets pledged and collateral received in securities financing agreements."}
-{"_id": "JPM20236057", "title": "JPM 232 JPMorgan Chase & Co./2023 Form 10-K", "text": "The table below summarizes the gross and net amounts of the Firm\u2019s securities financing agreements, as of December 31, 2023 and 2022. When the Firm has obtained an appropriate legal opinion with respect to a master netting agreement with a counterparty and where other relevant netting criteria under U.S. GAAP are met, the Firm nets, on the Consolidated balance sheets, the balances outstanding under its securities financing agreements with the same counterparty. In addition, the Firm exchanges securities and/or cash collateral with its counterparty to reduce the economic exposure with the counterparty, but such collateral is not eligible for net Consolidated balance sheet presentation. Where the Firm has obtained an appropriate legal opinion with respect to the counterparty master netting agreement, such collateral, along with"}
-{"_id": "JPM20236074", "title": "JPM 232 JPMorgan Chase & Co./2023 Form 10-K", "text": "securities financing balances that do not meet all these relevant netting criteria under U.S. GAAP, is presented in the table below as \u201cAmounts not nettable on the Consolidated balance sheets,\u201d and reduces the \u201cNet amounts\u201d presented. Where a legal opinion has not been either sought or obtained, the securities financing balances are presented gross in the \u201cNet amounts\u201d below. In transactions where the Firm is acting as the lender in a securities-for-securities lending agreement and receives securities that can be pledged or sold as collateral, the Firm recognizes the securities received at fair value within other assets and the obligation to return those securities within accounts payable and other liabilities on the Consolidated balance sheets. ##############December 31, 2023######## (in millions)####Gross amounts####Amounts netted on the Consolidated balance sheets####Amounts presented on the Consolidated balance sheets######Amounts not nettable on the Consolidated balance sheets(b)####Net amounts(c) Assets###################### Securities purchased under resale agreements##$##523,308##$##(247,181)##$##276,127##$##(267,582)####$##8,545 Securities borrowed####244,046####(43,610)####200,436####(144,543)######55,893 Liabilities###################### Securities sold under repurchase agreements##$##459,985##$##(247,181)##$##212,804##$##(182,011)####$##30,793 Securities loaned and other(a)####52,142####(43,610)####8,532####(8,501)######31 ##############December 31, 2022######## (in millions)####Gross amounts####Amounts netted on the Consolidated balance sheets####Amounts presented on the Consolidated balance sheets######Amounts not nettable on the Consolidated balance sheets(b)####Net amounts(c) Assets###################### Securities purchased under resale agreements##$##597,912##$##(282,411)##$##315,501##$##(304,120)####$##11,381 Securities borrowed####228,279####(42,910)####185,369####(131,578)######53,791 Liabilities###################### Securities sold under repurchase agreements##$##480,793##$##(282,411)##$##198,382##$##(167,427)####$##30,955 Securities loaned and other(a)####52,443####(42,910)####9,533####(9,527)######6"}
-{"_id": "JPM20236075", "title": "JPM 232 JPMorgan Chase & Co./2023 Form 10-K", "text": "(a)Includes securities-for-securities lending agreements of $5.6 billion and $7.0 billion at December 31, 2023 and 2022, respectively, accounted for at fair value, where the Firm is acting as lender."}
-{"_id": "JPM20236076", "title": "JPM 232 JPMorgan Chase & Co./2023 Form 10-K", "text": "(b)In some cases, collateral exchanged with a counterparty exceeds the net asset or liability balance with that counterparty. In such cases, the amounts reported in this column are limited to the related net asset or liability with that counterparty."}
-{"_id": "JPM20236077", "title": "JPM 232 JPMorgan Chase & Co./2023 Form 10-K", "text": "(c)Includes securities financing agreements that provide collateral rights, but where an appropriate legal opinion with respect to the master netting agreement has not been either sought or obtained. At December 31, 2023 and 2022, included $7.1 billion and $6.0 billion, respectively, of securities purchased under resale agreements; $50.7 billion and $49.0 billion, respectively, of securities borrowed; $30.0 billion and $29.1 billion, respectively, of securities sold under repurchase agreements; and securities loaned and other which were not material at both December 31, 2023 and 2022."}
-{"_id": "JPM20236104", "title": "JPM Notes to consolidated financial statements", "text": "The tables below present as of December 31, 2023 and 2022 the types of financial assets pledged in securities financing agreements and the remaining contractual maturity of the securities financing agreements. ############Gross liability balance########## ######2023############2022#### December 31, (in millions)####Securities sold under repurchase agreements######Securities loaned and other######Securities sold under repurchase agreements######Securities loaned and other Mortgage-backed securities:###################### U.S. GSEs and government agencies##$##71,064####$##\u2014####$##58,050####$##\u2014 Residential - nonagency####2,292######\u2014######2,414######\u2014 Commercial - nonagency####2,669######\u2014######2,007######\u2014 U.S. Treasury, GSEs and government agencies####216,467######1,034######191,254######1,464 Obligations of U.S. states and municipalities####2,323######\u2014######1,735######5 Non-U.S. government debt####97,400######1,455######155,156######1,259 Corporate debt securities####39,247######2,025######37,121######461 Asset-backed securities####2,703######\u2014######2,981######\u2014 Equity securities####25,820######47,628######30,075######49,254 Total##$##459,985####$##52,142####$##480,793####$##52,443 ############Remaining contractual maturity of the agreements######## December 31, 2023(in millions)####Overnight and continuous############Greater than 90 days#### ########Up to 30 days####30 \u2013 90 days########Total Total securities sold under repurchase agreements##$##259,048##$##102,941##$##20,960##$##77,036##$##459,985 Total securities loaned and other####49,610####1,544####\u2014####988####52,142 ############Remaining contractual maturity of the agreements######## December 31, 2022 (in millions)####Overnight and continuous############Greater than 90 days#### ########Up to 30 days####30 \u2013 90 days########Total Total securities sold under repurchase agreements##$##205,235##$##170,696##$##37,120##$##67,742##$##480,793 Total securities loaned and other####50,138####1,285####3####1,017####52,443"}
-{"_id": "JPM20236106", "title": "JPM Transfers not qualifying for sale accounting", "text": "At December 31, 2023 and 2022, the Firm held $505 million and $692 million, respectively, of financial assets for which the rights have been transferred to third parties; however, the transfers did not qualify as a sale in accordance with U.S. GAAP. These transfers have been recognized as collateralized financing transactions. The transferred assets are recorded in trading assets and loans, and the corresponding liabilities are recorded primarily in short-term borrowings and long-term debt on the Consolidated balance sheets."}
-{"_id": "JPM20236113", "title": "JPM Loan accounting framework", "text": "The accounting for a loan depends on management\u2019s strategy for the loan. The Firm accounts for loans based on the following categories: \u2022Originated or purchased loans held-for-investment (i.e., \u201cretained\u201d) \u2022Loans held-for-sale \u2022Loans at fair value"}
-{"_id": "JPM20236115", "title": "JPM Loan accounting framework", "text": "The following provides a detailed accounting discussion of the Firm\u2019s loans by category: Loans held-for-investment"}
-{"_id": "JPM20236116", "title": "JPM Loan accounting framework", "text": "Originated or purchased loans held-for-investment, including PCD, are recorded at amortized cost, reflecting the principal amount outstanding, net of the following: unamortized deferred loan fees, costs, premiums or discounts; charge-offs; collection of cash; and foreign exchange. Credit card loans also include billed finance charges and fees."}
-{"_id": "JPM20236118", "title": "JPM Interest income", "text": "Interest income on performing loans held-for-investment is accrued and recognized as interest income at the contractual rate of interest. Purchase price discounts or premiums, as well as net deferred loan fees or costs, are recognized in interest income over the contractual life of the loan as an adjustment of yield."}
-{"_id": "JPM20236119", "title": "JPM Interest income", "text": "The Firm classifies accrued interest on loans, including accrued but unbilled interest on credit card loans, in accrued interest and accounts receivables on the Consolidated balance sheets. For credit card loans, accrued interest once billed is then recognized in the loan balances, with the related allowance recorded in the allowance for credit losses. Changes in the allowance for credit losses on accrued interest on credit card loans are recognized in the provision for credit losses and charge-offs are recognized by reversing interest income. For other loans, the Firm generally does not recognize an allowance for credit losses on accrued interest receivables, consistent with its policy to write them off no later than 90 days past due by reversing interest income."}
-{"_id": "JPM20236121", "title": "JPM Nonaccrual loans", "text": "Nonaccrual loans are those on which the accrual of interest has been suspended. Loans (other than credit card loans and certain consumer loans insured by U.S. government agencies) are placed on nonaccrual status and considered nonperforming when full payment of principal and interest is not expected, regardless of delinquency status, or when principal and interest has been in default for a period of 90 days or more, unless the loan is both well-secured and in the process of collection. A loan is determined to be past due when the minimum payment is not received from the borrower by the contractually specified due date or for certain loans (e.g., residential real estate loans), when a monthly payment is due and unpaid for 30 days or more."}
-{"_id": "JPM20236122", "title": "JPM Nonaccrual loans", "text": "Finally, collateral-dependent loans are typically maintained on nonaccrual status."}
-{"_id": "JPM20236123", "title": "JPM Nonaccrual loans", "text": "On the date a loan is placed on nonaccrual status, all interest accrued but not collected is reversed against interest income. In addition, the amortization of deferred amounts is suspended. Interest income on nonaccrual loans may be recognized as cash interest payments are received (i.e., on a cash basis) if the recorded loan balance is deemed fully collectible; however, if there is doubt regarding the ultimate collectibility of the recorded loan balance, all interest cash receipts are applied to reduce the carrying value of the loan (the cost recovery method). For consumer loans, application of this policy typically results in the Firm recognizing interest income on nonaccrual consumer loans on a cash basis."}
-{"_id": "JPM20236124", "title": "JPM Nonaccrual loans", "text": "A loan may be returned to accrual status when repayment is reasonably assured and there has been demonstrated performance under the terms of the loan or, if applicable, the terms of the restructured loan."}
-{"_id": "JPM20236125", "title": "JPM Nonaccrual loans", "text": "As permitted by regulatory guidance, credit card loans are generally exempt from being placed on nonaccrual status; accordingly, interest and fees related to credit card loans continue to accrue until the loan is charged off or paid in full."}
-{"_id": "JPM20236127", "title": "JPM Allowance for loan losses", "text": "The allowance for loan losses represents the estimated expected credit losses in the held-for-investment loan portfolio at the balance sheet date and is recognized on the balance sheet as a contra asset, which brings the amortized cost to the net carrying value. Changes in the allowance for loan losses are recorded in the provision for credit losses on the Firm\u2019s Consolidated statements of income. Refer to Note 13 for further information on the Firm\u2019s accounting policies for the allowance for loan losses."}
-{"_id": "JPM20236129", "title": "JPM Charge-offs", "text": "Consumer loans are generally charged off or charged down to the lower of the amortized cost or the net realizable value of the underlying collateral (i.e., fair value less estimated costs to sell), with an offset to the allowance for loan losses, upon reaching specified stages of delinquency in accordance with standards established by the FFIEC. Residential real estate loans, unmodified credit card loans and scored business banking loans are generally charged off no later than 180 days past due. Scored auto and closed-end consumer loans, including modified credit card accounts placed on a fixed payment plan, are charged off no later than 120 days past due."}
-{"_id": "JPM20236131", "title": "JPM Charge-offs", "text": "Certain consumer loans are charged off or charged down to their net realizable value earlier than the FFIEC charge-off standards in the following circumstances: \u2022Loans modified to borrowers experiencing financial difficulty that are determined to be collateral-dependent."}
-{"_id": "JPM20236135", "title": "JPM Notes to consolidated financial statements", "text": " \u2022Loans to borrowers who have experienced an event that suggests a loss is either known or highly certain are subject to accelerated charge-off standards (e.g., residential real estate and auto loans are charged off or charged down within 60 days of receiving notification of a bankruptcy filing). \u2022Auto loans upon repossession of the automobile."}
-{"_id": "JPM20236136", "title": "JPM Notes to consolidated financial statements", "text": "Other than in certain limited circumstances, the Firm typically does not recognize charge-offs on the government-guaranteed portion of loans."}
-{"_id": "JPM20236137", "title": "JPM Notes to consolidated financial statements", "text": "Wholesale loans are charged off when it is highly certain that a loss has been realized. The determination of whether to recognize a charge-off includes many factors, including the prioritization of the Firm\u2019s claim in bankruptcy, expectations of the workout/restructuring of the loan and valuation of the borrower\u2019s equity or the loan collateral."}
-{"_id": "JPM20236138", "title": "JPM Notes to consolidated financial statements", "text": "When a loan is charged down to the lower of its amortized cost or the estimated net realizable value of the underlying collateral, the determination of the fair value of the collateral depends on the type of collateral (e.g., securities, real estate). In cases where the collateral is in the form of liquid securities, the fair value is based on quoted market prices or broker quotes. For illiquid securities or other financial assets, the fair value of the collateral is generally estimated using a discounted cash flow model."}
-{"_id": "JPM20236139", "title": "JPM Notes to consolidated financial statements", "text": "For residential real estate loans, collateral values are based upon external valuation sources. When it becomes likely that a borrower is either unable or unwilling to pay, the Firm utilizes a broker\u2019s price opinion, appraisal and/or an automated valuation model of the home based on an exterior-only valuation (\u201cexterior opinions\u201d), which is then updated at least every 12 months, or more frequently depending on various market factors. As soon as practicable after the Firm receives the property in satisfaction of a debt (e.g., by taking legal title or physical possession), the Firm generally obtains an appraisal based on an inspection that includes the interior of the home (\u201cinterior appraisals\u201d). Exterior opinions and interior appraisals are discounted based upon the Firm\u2019s experience with actual liquidation values as compared with the estimated values provided by exterior opinions and interior appraisals, considering state-specific factors."}
-{"_id": "JPM20236140", "title": "JPM Notes to consolidated financial statements", "text": "For commercial real estate loans, collateral values are generally based on appraisals from internal and external valuation sources. Collateral values are typically updated every six to twelve months, either by obtaining a new appraisal or by performing an internal analysis, in accordance with the Firm\u2019s policies. The Firm also considers both borrower- and market-specific factors, which may result in obtaining appraisal updates or broker price opinions at more frequent intervals."}
-{"_id": "JPM20236142", "title": "JPM Loans held-for-sale", "text": "Loans held-for-sale are measured at the lower of cost or fair value, with valuation changes recorded in noninterest revenue. For consumer loans, the valuation is performed on a portfolio basis. For wholesale loans, the valuation is performed on an individual loan basis."}
-{"_id": "JPM20236143", "title": "JPM Loans held-for-sale", "text": "Interest income on loans held-for-sale is accrued and recognized based on the contractual rate of interest."}
-{"_id": "JPM20236144", "title": "JPM Loans held-for-sale", "text": "Loan origination fees or costs and purchase price discounts or premiums are deferred in a contra loan account until the related loan is sold. The deferred fees or costs and discounts or premiums are an adjustment to the basis of the loan and therefore are included in the periodic determination of the lower of cost or fair value adjustments and/or the gain or loss recognized at the time of sale."}
-{"_id": "JPM20236145", "title": "JPM Loans held-for-sale", "text": "Because these loans are recognized at the lower of cost or fair value, the Firm\u2019s allowance for loan losses and charge-off policies do not apply to these loans. However, loans held-for-sale are subject to the Firm\u2019s nonaccrual policies."}
-{"_id": "JPM20236147", "title": "JPM Loans at fair value", "text": "Loans for which the fair value option has been elected are measured at fair value, with changes in fair value recorded in noninterest revenue."}
-{"_id": "JPM20236148", "title": "JPM Loans at fair value", "text": "Interest income on these loans is accrued and recognized based on the contractual rate of interest. Changes in fair value are recognized in noninterest revenue. Loan origination fees are recognized upfront in noninterest revenue. Loan origination costs are recognized in the associated expense category as incurred."}
-{"_id": "JPM20236149", "title": "JPM Loans at fair value", "text": "Because these loans are recognized at fair value, the Firm\u2019s allowance for loan losses and charge-off policies do not apply to these loans. However, loans at fair value are subject to the Firm\u2019s nonaccrual policies."}
-{"_id": "JPM20236150", "title": "JPM Loans at fair value", "text": "Refer to Note 3 for further information on the Firm\u2019s elections of fair value accounting under the fair value option. Refer to Note 2 and Note 3 for further information on loans carried at fair value and classified as trading assets."}
-{"_id": "JPM20236153", "title": "JPM Loan classification changes", "text": "Loans in the held-for-investment portfolio that management decides to sell are transferred to the held-for-sale portfolio at the lower of cost or fair value on the date of transfer. Credit-related losses are charged against the allowance for loan losses; non-credit related losses such as those due to changes in interest rates or foreign currency exchange rates are recognized in noninterest revenue."}
-{"_id": "JPM20236154", "title": "JPM Loan classification changes", "text": "In the event that management decides to retain a loan in the held-for-sale portfolio, the loan is transferred to the held-for-investment portfolio at amortized cost on the date of transfer. These loans are subsequently assessed for impairment based on the Firm\u2019s allowance methodology. Refer to Note 13 for a further discussion of the methodologies used in establishing the Firm\u2019s allowance for loan losses."}
-{"_id": "JPM20236156", "title": "JPM Loan modifications", "text": "The Firm seeks to modify certain loans in conjunction with its loss mitigation activities. Through the modification, JPMorgan Chase grants one or more concessions to a borrower who is experiencing financial difficulty in order to minimize the Firm\u2019s economic loss and avoid foreclosure or repossession of the collateral, and to ultimately maximize payments received by the Firm from the borrower. The concessions granted vary by program and by borrower-specific characteristics, and may include interest rate reductions, term extensions, other-than-insignificant payment delays or principal forgiveness. Effective January 1, 2023 the Firm adopted the Financial Instruments - Credit Losses: Troubled Debt Restructurings and Vintage Disclosure accounting guidance, which changed the accounting for loan modifications from TDRs to FDMs. Refer to Note 1 for further information."}
-{"_id": "JPM20236157", "title": "JPM Loan modifications", "text": "Loans, except for credit card loans, reported as FDMs are generally placed on nonaccrual status, although in many cases such loans were already on nonaccrual status prior to modification. These loans may be returned to performing status (the accrual of interest is resumed) if the following criteria are met: (i) the borrower has performed under the modified terms for a minimum of six months and/or six payments, and (ii) the Firm has an expectation that repayment of the modified loan is reasonably assured based on, for example, the borrower\u2019s debt capacity and level of future earnings, collateral values, LTV ratios, and other current market considerations. In certain limited and well-defined circumstances in which the loan is current at the modification date, such loans are not placed on nonaccrual status at the time of modification."}
-{"_id": "JPM20236158", "title": "JPM Loan modifications", "text": "The allowance for credit losses associated with FDMs is measured using the Firm\u2019s established allowance methodology, which considers the expected re-default rates for the modified loans. Refer to Note 13 for further discussion."}
-{"_id": "JPM20236159", "title": "JPM Loan modifications", "text": "For periods ending prior to January 1, 2023, modifications of loans where the Firm granted concessions to a borrower experiencing financial difficulty were accounted for and"}
-{"_id": "JPM20236160", "title": "JPM Loan modifications", "text": "reported as TDRs. The concessions granted varied by program and by borrower-specific characteristics, and included interest rate reductions, term extensions, payment delays, principal forgiveness, or the acceptance of equity or other assets in lieu of payments. Loans with short-term and other insignificant modifications that were not considered concessions were not TDRs."}
-{"_id": "JPM20236161", "title": "JPM Loan modifications", "text": "Loans modified in TDRs were generally measured for impairment using the Firm\u2019s established asset-specific allowance methodology, which considers the expected redefault rates for the modified loans. A loan modified in a TDR generally remained subject to the asset-specific component of the allowance throughout its remaining life, regardless of whether the loan was performing and had been returned to accrual status. Refer to Note 13 for further discussion."}
-{"_id": "JPM20236163", "title": "JPM Foreclosed property", "text": "The Firm acquires property from borrowers through loan restructurings, workouts, and foreclosures. Property acquired may include real property (e.g., residential real estate, land, and buildings) and other commercial and personal property (e.g., automobiles, aircraft, railcars, and ships)."}
-{"_id": "JPM20236164", "title": "JPM Foreclosed property", "text": "The Firm recognizes foreclosed property upon receiving assets in satisfaction of a loan (e.g., by taking legal title or physical possession). For loans collateralized by real property, the Firm generally recognizes the asset received at foreclosure sale or upon the execution of a deed in lieu of foreclosure transaction with the borrower. Foreclosed assets are reported in other assets on the Consolidated balance sheets and initially recognized at fair value less estimated costs to sell. Each quarter the fair value of the acquired property is reviewed and adjusted, if necessary, to the lower of cost or fair value. Subsequent adjustments to fair value are charged/credited to noninterest revenue. Operating expense, such as real estate taxes and maintenance, are charged to other expense."}
-{"_id": "JPM20236170", "title": "JPM Loan portfolio", "text": "The Firm\u2019s loan portfolio is divided into three portfolio segments, which are the same segments used by the Firm to determine the allowance for loan losses: Consumer, excluding credit card; Credit card; and Wholesale. Within each portfolio segment the Firm monitors and assesses the credit risk in the following classes of loans, based on the risk characteristics of each loan class. Consumer, excluding  credit card##Credit card##Wholesale(c)(d) \u2022 Residential real estate(a) \u2022 Auto and other(b)##\u2022 Credit card loans##\u2022 Secured by real estate \u2022 Commercial and industrial \u2022 Other(e)"}
-{"_id": "JPM20236171", "title": "JPM Loan portfolio", "text": "(a)Includes scored mortgage and home equity loans held in CCB and AWM, and scored mortgage loans held in CIB."}
-{"_id": "JPM20236172", "title": "JPM Loan portfolio", "text": "(b)Includes scored auto, business banking and consumer unsecured loans as well as overdrafts, primarily in CCB."}
-{"_id": "JPM20236173", "title": "JPM Loan portfolio", "text": "(c)Includes loans held in CIB, CB, AWM, Corporate, and risk-rated exposure held in CCB, for which the wholesale methodology is applied when determining the allowance for loan losses."}
-{"_id": "JPM20236174", "title": "JPM Loan portfolio", "text": "(d)The wholesale portfolio segment's classes align with loan classifications as defined by the bank regulatory agencies, based on the loan's collateral, purpose, and type of borrower."}
-{"_id": "JPM20236175", "title": "JPM Loan portfolio", "text": "(e)Includes loans to SPEs, financial institutions, personal investment companies and trusts, individuals and individual entities (predominantly Global Private Bank clients within AWM and J.P. Morgan Wealth Management within CCB), states and political subdivisions, as well as loans to nonprofits. Refer to Note 14 for more information on SPEs."}
-{"_id": "JPM20236188", "title": "JPM Loan portfolio", "text": "The following tables summarize the Firm\u2019s loan balances by portfolio segment. December 31, 2023####Consumer, excluding credit card######Credit card####Wholesale####Total(b)(c)## (in millions)#################### Retained##$##397,275##(a)##$##211,123##$##672,472##(a)##$##1,280,870 Held-for-sale####487######\u2014####3,498######3,985 At fair value####12,331##(a)####\u2014####26,520######38,851 Total##$##410,093####$##211,123##$##702,490####$##1,323,706 December 31, 2022####Consumer, excluding credit card######Credit card####Wholesale######Total(b)(c) (in millions)#################### Retained##$##300,753####$##185,175##$##603,670####$##1,089,598 Held-for-sale####618######\u2014####3,352######3,970 At fair value####10,004######\u2014####32,075######42,079 Total##$##311,375####$##185,175##$##639,097####$##1,135,647"}
-{"_id": "JPM20236189", "title": "JPM Loan portfolio", "text": "(a)Includes loans associated with First Republic consisting of $90.7 billion of retained loans and $1.9 billion of loans at fair value in consumer, excluding credit card and $53.9 billion of retained loans in wholesale."}
-{"_id": "JPM20236190", "title": "JPM Loan portfolio", "text": "(b)Excludes $6.8 billion and $5.2 billion of accrued interest receivable at December 31, 2023 and 2022, respectively. The Firm wrote off accrued interest receivable of $49 million and $39 million for the years ended December 31, 2023 and 2022, respectively."}
-{"_id": "JPM20236191", "title": "JPM Loan portfolio", "text": "(c)Loans (other than those for which the fair value option has been elected) are presented net of unamortized discounts and premiums and net deferred loan fees or costs. These amounts were not material as of December 31, 2023 and 2022."}
-{"_id": "JPM20236202", "title": "JPM Loan portfolio", "text": "The following tables provide information about the carrying value of retained loans purchased, sold and reclassified to held-for-sale during the periods indicated. Loans that were reclassified to held-for-sale and sold in a subsequent period are excluded from the sales line of this table. ############2023########## Year ended December 31, (in millions)####Consumer, excluding credit card######Credit card######Wholesale####Total## Purchases##$##92,205##(b)(c)(d)##$##\u2014####$##60,300##(d)##$##152,505 Sales####2,202######\u2014######43,949######46,151 Retained loans reclassified to held-for-sale(a)####274######\u2014######1,486######1,760 ############2022######## Year ended December 31, (in millions)####Consumer, excluding credit card######Credit card######Wholesale##Total## Purchases##$##1,625##(b)(c)##$##\u2014####$##1,088##$##2,713 Sales####2,884######\u2014######41,934####44,818 Retained loans reclassified to held-for-sale(a)####229######\u2014######1,055####1,284"}
-{"_id": "JPM20236208", "title": "JPM 238 JPMorgan Chase & Co./2023 Form 10-K", "text": " ############2021######## Year ended December 31, (in millions)####Consumer, excluding credit card######Credit card######Wholesale##Total## Purchases##$##515##(b)(c)##$##\u2014####$##1,122##$##1,637 Sales####799######\u2014######31,022####31,821 Retained loans reclassified to held-for-sale(a)####1,225######\u2014######2,178####3,403"}
-{"_id": "JPM20236209", "title": "JPM 238 JPMorgan Chase & Co./2023 Form 10-K", "text": "(a)Reclassifications of loans to held-for-sale are non-cash transactions."}
-{"_id": "JPM20236210", "title": "JPM 238 JPMorgan Chase & Co./2023 Form 10-K", "text": "(b)Includes purchases of residential real estate loans, including the Firm\u2019s voluntary repurchases of certain delinquent loans from loan pools as permitted by Government National Mortgage Association (\u201cGinnie Mae\u201d) guidelines for the years ended December 31, 2023, 2022 and 2021. The Firm typically elects to repurchase these delinquent loans as it continues to service them and/or manage the foreclosure process in accordance with applicable requirements of Ginnie Mae, FHA, RHS, and/or VA."}
-{"_id": "JPM20236211", "title": "JPM 238 JPMorgan Chase & Co./2023 Form 10-K", "text": "(c)Excludes purchases of retained loans of $5.1 billion, $12.4 billion and $25.8 billion for the years ended December 31, 2023, 2022 and 2021, respectively, which are predominantly sourced through the correspondent origination channel and underwritten in accordance with the Firm\u2019s standards."}
-{"_id": "JPM20236212", "title": "JPM 238 JPMorgan Chase & Co./2023 Form 10-K", "text": "(d)Includes loans acquired in the First Republic acquisition consisting of $91.9 billion in Consumer, excluding credit card and $59.2 billion in Wholesale. Refer to Note 34 for additional information."}
-{"_id": "JPM20236214", "title": "JPM Gains and losses on sales of loans", "text": "Net gains/(losses) on sales of loans and lending-related commitments (including adjustments to record loans and lending-related commitments held-for-sale at the lower of cost or fair value) recognized in noninterest revenue was $56 million for the year ended December 31, 2023 of which $62 million was related to loans. Net gains/(losses) on sales of loans and lending-related commitments was $(186) million for the year ended December 31, 2022 of which $(48) million was related to loans. Net gains/(losses) on sales of loans and lending-related commitments was $261 million for the year ended December 31, 2021 of which $253 million was related to loans. In addition, the sale of loans may also result in write downs, recoveries or changes in the allowance recognized in the provision for credit losses."}
-{"_id": "JPM20236218", "title": "JPM Consumer, excluding credit card loan portfolio", "text": "Consumer loans, excluding credit card loans, consist primarily of scored residential mortgages, home equity loans and lines of credit, auto and business banking loans, with a focus on serving the prime consumer credit market. These loans include home equity loans secured by junior liens, prime mortgage loans with an interest-only payment period, and certain payment-option loans that may result in negative amortization."}
-{"_id": "JPM20236223", "title": "JPM Consumer, excluding credit card loan portfolio", "text": "The following table provides information about retained consumer loans, excluding credit card, by class. December 31, (in millions)####2023######2022 Residential real estate##$##326,409##(a)##$##237,561 Auto and other####70,866######63,192 Total retained loans##$##397,275####$##300,753"}
-{"_id": "JPM20236224", "title": "JPM Consumer, excluding credit card loan portfolio", "text": "(a)Included $90.7 billion of loans associated with First Republic."}
-{"_id": "JPM20236227", "title": "JPM Consumer, excluding credit card loan portfolio", "text": "Delinquency rates are the primary credit quality indicator for consumer loans. Loans that are more than 30 days past due provide an early warning of borrowers who may be experiencing financial difficulties and/or who may be unable or unwilling to repay the loan. As the loan continues to age, it becomes more clear whether the borrower is likely to be unable or unwilling to pay. In the case of residential real estate loans, late-stage delinquencies (greater than 150 days past due) are a strong indicator of loans that will ultimately result in a foreclosure or similar liquidation transaction. In addition to delinquency rates, other credit quality indicators for consumer loans vary based on the class of loan, as follows: \u2022For residential real estate loans, the current estimated LTV ratio, or the combined LTV ratio in the case of junior lien loans, is an indicator of the potential loss severity in the event of default. Additionally, LTV or combined LTV ratios can provide insight into a borrower\u2019s continued willingness to pay, as the delinquency rate of high-LTV loans tends to be greater than that for loans where the borrower has equity in the collateral. The geographic distribution of the loan collateral also provides insight as to the credit quality of the portfolio, as factors such as the regional economy, home price changes and specific events such as natural disasters, will affect credit quality. The borrower\u2019s current or \u201crefreshed\u201d FICO score is a secondary credit quality indicator for certain loans, as FICO scores are an indication of the borrower\u2019s credit payment history. Thus, a loan to a borrower with a low FICO score (less than 660) is considered to be of higher risk than a loan to a borrower with a higher FICO score. Further, a loan to a borrower with a high LTV ratio and a low FICO score is at greater risk of default than a loan to a borrower that has both a high LTV ratio and a high FICO score. \u2022For scored auto and business banking loans, geographic distribution is an indicator of the credit performance of the portfolio. Similar to residential real estate loans, geographic distribution provides insights into the portfolio performance based on regional economic activity and events."}
-{"_id": "JPM20236249", "title": "JPM Residential real estate", "text": "Delinquency is the primary credit quality indicator for retained residential real estate loans. The following tables provide information on delinquency and gross charge-offs for the year ended December 31, 2023. (in millions, except ratios)##################################December 31, 2023############## ####################Term loans by origination year(f)########################Revolving loans#### ####2023######2022######2021######2020######2019######Prior to 2019######Within the revolving period######Converted to term loans## Loan delinquency(a)(b)################################################ Current(c)##$##23,216####$##64,366####$##84,496####$##55,546####$##21,530####$##59,563####$##7,479####$##8,151## 30\u2013149 days past due####33######74######89######70######41######801######49######223## 150 or more days past due####1######10######17######8######21######456######5######164## Total retained loans##$##23,250####$##64,450####$##84,602####$##55,624####$##21,592####$##60,820####$##7,533####$##8,538## % of 30+ days past due to total retained loans(d)(e)####0.15##%####0.13##%####0.13##%####0.14##%####0.29##%####2.04##%####0.72##%####4.53##% Gross charge-offs##$##\u2014####$##\u2014####$##\u2014####$##\u2014####$##4####$##167####$##26####$##7## (in millions, except ratios)##################################December 31, 2022############## ####################Term loans by origination year(f)########################Revolving loans#### ####2022######2021######2020######2019######2018######Prior to 2018######Within the revolving period######Converted to term loans## Loan delinquency(a)(b)################################################ Current##$##39,934####$##66,072####$##43,315####$##15,397####$##6,339####$##49,632####$##5,589####$##9,685## 30\u2013149 days past due####29######11######14######20######20######597######15######208## 150 or more days past due####1######1######6######10######7######480######4######175## Total retained loans##$##39,964####$##66,084####$##43,335####$##15,427####$##6,366####$##50,709####$##5,608####$##10,068## % of 30+ days past due to total retained loans(d)####0.08##%####0.02##%####0.05##%####0.19##%####0.42##%####2.07##%####0.34##%####3.80##%"}
-{"_id": "JPM20236250", "title": "JPM Residential real estate", "text": "(a)Individual delinquency classifications include mortgage loans insured by U.S. government agencies which were not material at December 31, 2023 and 2022."}
-{"_id": "JPM20236251", "title": "JPM Residential real estate", "text": "(b)At December 31, 2023 and 2022, loans under payment deferral programs offered in response to the COVID-19 pandemic which are still within their deferral period and performing according to their modified terms are generally not considered delinquent."}
-{"_id": "JPM20236252", "title": "JPM Residential real estate", "text": "(c)Included $6.4 billion, $26.3 billion, $21.9 billion, $14.8 billion, $7.4 billion, and $10.9 billion of term loans originated in 2023, 2022, 2021, 2020, 2019 and prior to 2019, respectively, and $2.5 billion of revolving loans within the revolving period associated with First Republic."}
-{"_id": "JPM20236253", "title": "JPM Residential real estate", "text": "(d)Excludes mortgage loans that are 30 or more days past due insured by U.S. government agencies which were not material at December 31, 2023 and 2022. These amounts have been excluded based upon the government guarantee."}
-{"_id": "JPM20236254", "title": "JPM Residential real estate", "text": "(e)Included $343 million of 30 or more days past due loans associated with First Republic."}
-{"_id": "JPM20236255", "title": "JPM Residential real estate", "text": "(f)Purchased loans are included in the year in which they were originated."}
-{"_id": "JPM20236256", "title": "JPM Residential real estate", "text": "Approximately 37% of the total revolving loans are senior lien loans; the remaining balance are junior lien loans. The lien position the Firm holds is considered in the Firm\u2019s allowance for credit losses. Revolving loans that have been converted to term loans have higher delinquency rates than those that are still within the revolving period. That is primarily because the fully-amortizing payment that is generally required for those products is higher than the minimum payment options available for revolving loans within the revolving period."}
-{"_id": "JPM20236292", "title": "JPM Nonaccrual loans and other credit quality indicators", "text": "The following table provides information on nonaccrual and other credit quality indicators for retained residential real estate loans. (in millions, except weighted-average data)####December 31, 2023########December 31, 2022## Nonaccrual loans(a)(b)(c)(d)(e)##$##3,466######$##3,745## Current estimated LTV ratios(f)(g)(h)############## Greater than 125% and refreshed FICO scores:############## Equal to or greater than 660##$##72######$##2## Less than 660####\u2014########\u2014## 101% to 125% and refreshed FICO scores:############## Equal to or greater than 660####223########174## Less than 660####4########6## 80% to 100% and refreshed FICO scores:############## Equal to or greater than 660####6,491####(l)####12,034## Less than 660####102########184## Less than 80% and refreshed FICO scores:############## Equal to or greater than 660####309,251####(l)####215,096## Less than 660####9,277####(l)####8,659## No FICO/LTV available(i)####989########1,406## Total retained loans##$##326,409####(m)##$##237,561## Weighted average LTV ratio(f)(j)####49##%######51##% Weighted average FICO(g)(j)####770########769## Geographic region(i)(k)############## California##$##127,072####(n)##$##73,112## New York####48,815####(n)####34,471## Florida####22,778####(n)####18,870## Texas####15,506########14,968## Massachusetts####14,213####(n)####6,380## Illinois####10,856########11,296## Colorado####10,800########9,968## Washington####9,923########9,060## New Jersey####8,050########7,108## Connecticut####7,163########5,432## All other####51,233########46,896## Total retained loans##$##326,409######$##237,561##"}
-{"_id": "JPM20236293", "title": "JPM Nonaccrual loans and other credit quality indicators", "text": "(a)Includes collateral-dependent residential real estate loans that are charged down to the fair value of the underlying collateral less costs to sell. The Firm reports, in accordance with regulatory guidance, residential real estate loans that have been discharged under Chapter 7 bankruptcy and not reaffirmed by the borrower (\u201cChapter 7 loans\u201d) as collateral-dependent nonaccrual loans, regardless of their delinquency status. At December 31, 2023, approximately 9% of Chapter 7 residential real estate loans were 30 days or more past due."}
-{"_id": "JPM20236294", "title": "JPM Nonaccrual loans and other credit quality indicators", "text": "(b)Mortgage loans insured by U.S. government agencies excluded from nonaccrual loans were not material at December 31, 2023 and 2022."}
-{"_id": "JPM20236295", "title": "JPM Nonaccrual loans and other credit quality indicators", "text": "(c)Generally, all consumer nonaccrual loans have an allowance. In accordance with regulatory guidance, certain nonaccrual loans that are considered collateral-dependent have been charged down to the lower of amortized cost or the fair value of their underlying collateral less costs to sell. If the value of the underlying collateral improves subsequent to charge down, the related allowance may be negative."}
-{"_id": "JPM20236296", "title": "JPM Nonaccrual loans and other credit quality indicators", "text": "(d)Interest income on nonaccrual loans recognized on a cash basis was $180 million and $175 million for the years ended December 31, 2023 and 2022, respectively."}
-{"_id": "JPM20236297", "title": "JPM Nonaccrual loans and other credit quality indicators", "text": "(e)Generally excludes loans under payment deferral programs offered in response to the COVID-19 pandemic."}
-{"_id": "JPM20236298", "title": "JPM Nonaccrual loans and other credit quality indicators", "text": "(f)Represents the aggregate unpaid principal balance of loans divided by the estimated current property value. Current property values are estimated, at a minimum, quarterly, based on home valuation models using nationally recognized home price index valuation estimates incorporating actual data to the extent available and forecasted data where actual data is not available. Current estimated combined LTV for junior lien home equity loans considers all available lien positions, as well as unused lines, related to the property."}
-{"_id": "JPM20236299", "title": "JPM Nonaccrual loans and other credit quality indicators", "text": "(g)Refreshed FICO scores represent each borrower\u2019s most recent credit score, which is obtained by the Firm on at least a quarterly basis."}
-{"_id": "JPM20236300", "title": "JPM Nonaccrual loans and other credit quality indicators", "text": "(h)Includes residential real estate loans, primarily held in LLCs in AWM that did not have a refreshed FICO score. These loans have been included in a FICO band based on management\u2019s estimation of the borrower\u2019s credit quality."}
-{"_id": "JPM20236301", "title": "JPM Nonaccrual loans and other credit quality indicators", "text": "(i)Included U.S. government-guaranteed loans as of December 31, 2023 and 2022."}
-{"_id": "JPM20236302", "title": "JPM Nonaccrual loans and other credit quality indicators", "text": "(j)Excludes loans with no FICO and/or LTV data available."}
-{"_id": "JPM20236303", "title": "JPM Nonaccrual loans and other credit quality indicators", "text": "(k)The geographic regions presented in the table are ordered based on the magnitude of the corresponding loan balances at December 31, 2023."}
-{"_id": "JPM20236304", "title": "JPM Nonaccrual loans and other credit quality indicators", "text": "(l)Included $1.1 billion in equal to or greater than 660 FICO scores within 80% to 100% LTV ratio, and $87.9 billion and $1.1 billion in equal to or greater than 660 and less than 660 FICO scores, respectively, within less than 80% LTV ratio associated with First Republic."}
-{"_id": "JPM20236305", "title": "JPM Nonaccrual loans and other credit quality indicators", "text": "(m)Included $90.7 billion of loans associated with First Republic."}
-{"_id": "JPM20236306", "title": "JPM Nonaccrual loans and other credit quality indicators", "text": "(n)Included $54.9 billion, $14.9 billion, $3.5 billion, and $7.8 billion in California, New York, Florida and Massachusetts, respectively, associated with First Republic."}
-{"_id": "JPM20236309", "title": "JPM Loan modifications", "text": "The Firm grants certain modifications of residential real estate loans to borrowers experiencing financial difficulty, which effective January 1, 2023, are reported as FDMs. The Firm's proprietary modification programs as well as government programs, including U.S. GSE programs, that generally provide various modifications to borrowers experiencing financial difficulty including, but not limited to, interest rate reductions, term extensions, other-than-insignificant payment delay and principal forgiveness that would otherwise have been required under the terms of the original agreement, are considered FDMs."}
-{"_id": "JPM20236311", "title": "JPM Financial effects of FDMs", "text": "For the year ended December 31, 2023, residential real estate FDMs were $136 million. The financial effects of the FDMs, which were predominantly in the form of term extensions and interest rate reductions, included extending the weighted-average life of the loans by 20 years, and reducing the weighted-average contractual interest rate from 7.21% to 4.44% for the year ended December 31, 2023. There were no additional commitments to lend to borrowers experiencing financial difficulty whose loans have been modified as FDMs."}
-{"_id": "JPM20236312", "title": "JPM Financial effects of FDMs", "text": "In addition to FDMs, the Firm also had $69 million of loans subject to a trial modification, and $9 million of Chapter 7 loans for the year ended December 31, 2023. The changes to the TDR accounting guidance eliminated the TDR reasonably expected and concession assessment criteria. Accordingly, trial modifications and Chapter 7 loans were considered TDRs, but not FDMs. Refer to Note 1 for further information."}
-{"_id": "JPM20236314", "title": "JPM Payment status of FDMs and redefaults", "text": "For the year ended December 31, 2023, residential real estate FDMs of $29 million were 30 or more days past due and FDMs that re-defaulted were $17 million."}
-{"_id": "JPM20236316", "title": "JPM Nature and extent of TDRs", "text": "For periods ending prior to January 1, 2023, modifications of residential real estate loans where the Firm granted concessions to borrowers who were experiencing financial difficulty were generally accounted for and reported as TDRs. Loans with short-term or other insignificant modifications that were not considered concessions were not TDRs. For the years ended December 31, 2022 and 2021, new TDRs were $362 million and $866 million, and there were no additional commitments to lend to borrowers whose residential real estate loans were modified in TDRs."}
-{"_id": "JPM20236317", "title": "JPM Nature and extent of TDRs", "text": "The Firm\u2019s proprietary modification programs as well as government programs, including U.S. GSE programs, generally provide various concessions to financially troubled borrowers including, but not limited to, interest rate reductions, term or payment extensions and delays of principal and/or interest payments that would otherwise have been required under the terms of the original agreement."}
-{"_id": "JPM20236318", "title": "JPM Nature and extent of TDRs", "text": "The following table provides information about how residential real estate loans were modified in TDRs during"}
-{"_id": "JPM20236328", "title": "JPM Nature and extent of TDRs", "text": "the period presented. This table excludes loans with short-term or other insignificant modifications that are not considered concessions. Year ended December 31,##2022####2021## Number of loans approved for a trial modification##3,902####6,246## Number of loans permanently modified##4,182####4,588## Concession granted:(a)######## Interest rate reduction##54##%##74##% Term or payment extension##67####53## Principal and/or interest deferred##10####23## Principal forgiveness##1####2## Other(b)##37####36##"}
-{"_id": "JPM20236329", "title": "JPM Nature and extent of TDRs", "text": "(a)Represents concessions granted in permanent modifications as a percentage of the number of loans permanently modified. The sum of the percentages exceeds 100% because predominantly all of the modifications include more than one type of concession. Concessions offered on trial modifications are generally consistent with those granted on permanent modifications."}
-{"_id": "JPM20236330", "title": "JPM Nature and extent of TDRs", "text": "(b)Includes variable interest rate to fixed interest rate modifications and payment delays that meet the definition of a TDR."}
-{"_id": "JPM20236341", "title": "JPM Financial effects of TDRs and redefaults", "text": "The following table provides information about the financial effects of the various concessions granted in modifications of residential real estate loans and about redefaults of certain loans modified in TDRs for the periods presented. The following table presents only the financial effects of permanent modifications and does not include temporary concessions offered through trial modifications. This table also excludes loans with short-term or other insignificant modifications that were not considered concessions. Year ended December 31, (in millions, except weighted - average data)####2022######2021## Weighted-average interest rate of loans with interest rate reductions \u2013 before TDR####4.75##%####4.54##% Weighted-average interest rate of loans with interest rate reductions \u2013 after TDR####3.35######2.92## Weighted-average remaining contractual term (in years) of loans with term or payment extensions \u2013 before TDR####22######23## Weighted-average remaining contractual term (in years) of loans with term or payment extensions \u2013 after TDR####38######38## Charge-offs recognized upon permanent modification##$##1####$##\u2014## Principal deferred####16######28## Principal forgiven####2######1## Balance of loans that redefaulted within one year of permanent modification(a)##$##147####$##160##"}
-{"_id": "JPM20236342", "title": "JPM Financial effects of TDRs and redefaults", "text": "(a)Represents loans permanently modified in TDRs that experienced a payment default in the periods presented, and for which the payment default occurred within one year of the modification. The dollar amounts presented represent the balance of such loans at the end of the reporting period in which such loans defaulted."}
-{"_id": "JPM20236344", "title": "JPM Active and suspended foreclosure", "text": "At December 31, 2023 and 2022, the Firm had residential real estate loans, excluding those insured by U.S. government agencies, with a carrying value of $566 million and $565 million, respectively, that were not included in REO, but were in the process of active or suspended foreclosure."}
-{"_id": "JPM20236367", "title": "JPM Auto and other", "text": "Delinquency is the primary credit quality indicator for retained auto and other loans. The following tables provide information on delinquency and gross charge-offs for the year ended December 31, 2023. ##############################December 31, 2023########################## (in millions, except ratios)##################Term loans by origination year############################Revolving loans########## ####2023######2022######2021########2020######2019######Prior to 2019######Within the revolving period######Converted to term loans######Total## Loan delinquency######################################################## Current##$##30,328####$##14,797####$##12,825######$##6,538####$##1,777####$##511####$##2,984####$##102####$##69,862## 30\u2013119 days past due####276######279######231########78######43######17######19######24######967## 120 or more days past due####1######1######7########8######\u2014######\u2014######3######17######37## Total retained loans##$##30,605####$##15,077####$##13,063######$##6,624####$##1,820####$##528####$##3,006####$##143####$##70,866## % of 30+ days past due to total retained loans(a)####0.91##%####1.86##%####1.75####%####1.15##%####2.36##%####3.22##%####0.73##%####28.67##%####1.39##% Gross charge-offs##$##333####$##297####$##161######$##53####$##35####$##64####$##\u2014####$##4####$##947## ##############################December 31, 2022########################## (in millions, except ratios)##################Term loans by origination year############################Revolving loans########## ####2022######2021######2020########2019######2018######Prior to 2018######Within the revolving period######Converted to term loans######Total## Loan delinquency######################################################## Current##$##22,187####$##20,212####$##11,401######$##3,991####$##1,467####$##578####$##2,342####$##118####$##62,296## 30\u2013119 days past due####263######308######100########68######33######17######12######10######811## 120 or more days past due####\u2014######53######24########\u2014######\u2014######1######2######5######85## Total retained loans##$##22,450####$##20,573####$##11,525######$##4,059####$##1,500####$##596####$##2,356####$##133####$##63,192## % of 30+ days past due to total retained loans(a)####1.17##%####1.15##%####0.83####%####1.68##%####2.20##%####3.02##%####0.59##%####11.28##%####1.18##%"}
-{"_id": "JPM20236368", "title": "JPM Auto and other", "text": "(a)At December 31, 2023 and 2022, auto and other loans excluded $20 million and $153 million, respectively, of PPP loans guaranteed by the SBA that are 30 or more days past due. These amounts have been excluded based upon the SBA guarantee."}
-{"_id": "JPM20236387", "title": "JPM Nonaccrual and other credit quality indicators", "text": "The following table provides information on nonaccrual and other credit quality indicators for retained auto and other consumer loans. (in millions)######Total Auto and other## ####December 31, 2023####December 31, 2022 Nonaccrual loans(a)(b)(c)##$##177##$##129 Geographic region(d)######## California##$##10,959##$##9,689 Texas####8,502####7,216 Florida####5,684####4,847 New York####4,938####4,345 Illinois####3,147####2,839 New Jersey####2,609####2,219 Georgia####1,912####1,708 Pennsylvania####1,900####1,822 Arizona####1,779####1,551 North Carolina####1,714####1,481 All other####27,722####25,475 Total retained loans##$##70,866##$##63,192"}
-{"_id": "JPM20236388", "title": "JPM Nonaccrual and other credit quality indicators", "text": "(a)At December 31, 2023 and 2022, nonaccrual loans excluded $15 million and $101 million, respectively, of PPP loans 90 or more days past due and guaranteed by the SBA, of which $15 million and $76 million, respectively, were no longer accruing interest based on the guidelines set by the SBA. Typically the principal balance of the loans is insured and interest is guaranteed at a specified reimbursement rate subject to meeting the guidelines set by the SBA. There were no loans that were not guaranteed by the SBA that are 90 or more days past due and still accruing interest at December 31, 2023 and 2022."}
-{"_id": "JPM20236389", "title": "JPM Nonaccrual and other credit quality indicators", "text": "(b)Generally, all consumer nonaccrual loans have an allowance. In accordance with regulatory guidance, certain nonaccrual loans that are considered collateral-dependent have been charged down to the lower of amortized cost or the fair value of their underlying collateral less costs to sell. If the value of the underlying collateral improves subsequent to charge down, the related allowance may be negative."}
-{"_id": "JPM20236390", "title": "JPM Nonaccrual and other credit quality indicators", "text": "(c)Interest income on nonaccrual loans recognized on a cash basis was not material for the years ended December 31, 2023 and 2022."}
-{"_id": "JPM20236391", "title": "JPM Nonaccrual and other credit quality indicators", "text": "(d)The geographic regions presented in this table are ordered based on the magnitude of the corresponding loan balances at December 31, 2023."}
-{"_id": "JPM20236393", "title": "JPM Loan modifications", "text": "The Firm grants certain modifications of auto and other loans to borrowers experiencing financial difficulty, which effective January 1, 2023, are reported as FDMs. For the year ended December 31, 2023, auto and other FDMs were not material and there were no additional commitments to lend to borrowers modified as FDMs."}
-{"_id": "JPM20236394", "title": "JPM Loan modifications", "text": "For periods ending prior to January 1, 2023, modifications of auto and other loans where the Firm granted concessions to borrowers who were experiencing financial difficulty were generally accounted for and reported as TDRs. Loans with short-term or other insignificant modifications that were not considered concessions were not TDRs. For the years ended December 31, 2022 and 2021, auto and other TDRs were not material."}
-{"_id": "JPM20236398", "title": "JPM Credit card loan portfolio", "text": "The credit card portfolio segment includes credit card loans originated and purchased by the Firm. Delinquency rates are the primary credit quality indicator for credit card loans as they provide an early warning that borrowers may be experiencing difficulties (30 days past due); information on those borrowers that have been delinquent for a longer period of time (90 days past due) is also considered. In addition to delinquency rates, the geographic distribution of the loans provides insight as to the credit quality of the portfolio based on the regional economy."}
-{"_id": "JPM20236399", "title": "JPM Credit card loan portfolio", "text": "While the borrower\u2019s credit score is another general indicator of credit quality, the Firm does not view credit scores as a primary indicator of credit quality because the borrower\u2019s credit score tends to be a lagging indicator. The distribution of such scores provides a general indicator of"}
-{"_id": "JPM20236400", "title": "JPM Credit card loan portfolio", "text": "credit quality trends within the portfolio; however, the score does not capture all factors that would be predictive of future credit performance. Refreshed FICO score information, which is obtained at least quarterly, for a statistically significant random sample of the credit card portfolio is indicated in other credit quality indicators. FICO is considered to be the industry benchmark for credit scores."}
-{"_id": "JPM20236401", "title": "JPM Credit card loan portfolio", "text": "The Firm generally originates new credit card accounts to prime consumer borrowers. However, certain cardholders\u2019 FICO scores may decrease over time, depending on the performance of the cardholder and changes in the credit score calculation."}
-{"_id": "JPM20236423", "title": "JPM Credit card loan portfolio", "text": "The following tables provide information on delinquency and gross charge-offs for the year ended December 31, 2023. (in millions, except ratios)##########December 31, 2023######## ####Within the revolving period######Converted to term loans######Total## Loan delinquency################## Current and less than 30 days past due and still accruing##$##205,731####$##882####$##206,613## 30\u201389 days past due and still accruing####2,217######84######2,301## 90 or more days past due and still accruing####2,169######40######2,209## Total retained loans##$##210,117####$##1,006####$##211,123## Loan delinquency ratios################## % of 30+ days past due to total retained loans####2.09##%####12.33##%####2.14##% % of 90+ days past due to total retained loans####1.03######3.98######1.05## Gross charge-offs##$##5,325####$##166####$##5,491## (in millions, except ratios)##########December 31, 2022######## ####Within the revolving period######Converted to term loans######Total## Loan delinquency################## Current and less than 30 days past due and still accruing##$##181,793####$##696####$##182,489## 30\u201389 days past due and still accruing####1,356######64######1,420## 90 or more days past due and still accruing####1,230######36######1,266## Total retained loans##$##184,379####$##796####$##185,175## Loan delinquency ratios################## % of 30+ days past due to total retained loans####1.40##%####12.56##%####1.45##% % of 90+ days past due to total retained loans####0.67######4.52######0.68##"}
-{"_id": "JPM20236444", "title": "JPM Other credit quality indicators", "text": "The following table provides information on other credit quality indicators for retained credit card loans. (in millions, except ratios)####December 31, 2023######December 31, 2022## Geographic region(a)############ California##$##32,652####$##28,154## Texas####22,086######19,171## New York####16,915######15,046## Florida####15,103######12,905## Illinois####11,364######10,089## New Jersey####8,688######7,643## Ohio####6,424######5,792## Colorado####6,307######5,493## Pennsylvania####6,088######5,517## Arizona####5,209######4,487## All other####80,287######70,878## Total retained loans##$##211,123####$##185,175## Percentage of portfolio based on carrying value with estimated refreshed FICO scores############ Equal to or greater than 660####85.8##%####86.8##% Less than 660####14.0######13.0## No FICO available####0.2######0.2##"}
-{"_id": "JPM20236445", "title": "JPM Other credit quality indicators", "text": "(a)The geographic regions presented in the table are ordered based on the magnitude of the corresponding loan balances at December 31, 2023."}
-{"_id": "JPM20236447", "title": "JPM Loan modifications", "text": "The Firm grants certain modifications of credit card loans to borrowers experiencing financial difficulty, which effective January 1, 2023, are reported as FDMs. These modifications may involve placing the customer\u2019s credit card account on a fixed payment plan, generally for 60 months, which typically includes reducing the interest rate on the credit card account. If the borrower does not make the contractual payments when due under the modified payment terms, the credit card loan continues to age and will be charged-off in accordance with the Firm's standard charge-off policy. In most cases, the Firm does not reinstate the borrower's line of credit."}
-{"_id": "JPM20236453", "title": "JPM Financial effects of FDMs", "text": "The following table provides information on credit card loan modifications considered FDMs. Year ended December 31, 2023 (in millions)####Amortized cost basis##% of loan modifications to total retained credit card loans####Financial effect of loan modification Loan modification########## Term extension and interest rate reduction(a)(b)##$##648##0.31##%##Term extension with a reduction in the weighted average contractual interest rate from 23.19% to 3.64% Total##$##648######"}
-{"_id": "JPM20236454", "title": "JPM Financial effects of FDMs", "text": "(a)Term extension includes credit card loans whose terms have been modified under long-term programs by placing the customer\u2019s credit card account on a fixed payment plan."}
-{"_id": "JPM20236455", "title": "JPM Financial effects of FDMs", "text": "(b)The interest rates represent weighted average at enrollment."}
-{"_id": "JPM20236456", "title": "JPM Financial effects of FDMs", "text": "For the year ended December 31, 2023, the Firm also had $27 million of credit card loans subject to trial modifications. The changes to the TDR accounting guidance eliminated the TDR reasonably expected and concession assessment criteria. Accordingly, trial modifications are not considered FDMs."}
-{"_id": "JPM20236463", "title": "JPM Payment status of FDMs and redefaults", "text": "The following table provides information on the payment status of FDMs during the year ended December 31, 2023. Year ended December 31, 2023 (in millions)####Amortized cost basis Current and less than 30 days past due and still accruing##$##558 30-89 days past due and still accruing####59 90 or more days past due and still accruing####31 Total##$##648"}
-{"_id": "JPM20236464", "title": "JPM Payment status of FDMs and redefaults", "text": "There were $50 million FDMs that re-defaulted during the year ended December 31, 2023 which were a combination of term extension and interest rate reduction."}
-{"_id": "JPM20236465", "title": "JPM Payment status of FDMs and redefaults", "text": "For credit card loans modified as FDMs, payment default is deemed to have occurred when the borrower misses two consecutive contractual payments. Defaulted modified credit card loans remain in the modification program and continue to be charged off in accordance with the Firm's standard charge-off policy."}
-{"_id": "JPM20236469", "title": "JPM Financial effects of TDRs and redefaults", "text": "For periods ending prior to January 1, 2023, modifications of credit card loans where the Firm granted concessions to borrowers who were experiencing financial difficulty were generally accounted for and reported as TDRs. The Firm granted concessions for most of the credit card loans under long-term programs. These concessions involved placing the customer\u2019s credit card account on a fixed payment plan, generally for 60 months, and typically included reducing the interest rate on the credit card account. Substantially all modifications under the Firm\u2019s long-term programs were considered to be TDRs. Loans with short-term or other insignificant modifications that were not considered concessions were not reported as TDRs."}
-{"_id": "JPM20236475", "title": "JPM Financial effects of TDRs and redefaults", "text": "The following table provides information about the financial effects of the concessions granted on credit card loans modified in TDRs and redefaults for the periods presented. For all periods disclosed, new enrollments were less than 1% of total retained credit card loans. Year ended December 31, (in millions, except weighted-average data)####2022######2021## Balance of new TDRs(a)##$##418####$##393## Weighted-average interest rate of loans \u2013 before TDR####19.86##%####17.75##% Weighted-average interest rate of loans \u2013 after TDR####4.13######5.14## Balance of loans that redefaulted within one year of modification(b)##$##34####$##57##"}
-{"_id": "JPM20236476", "title": "JPM Financial effects of TDRs and redefaults", "text": "(a)Represents the outstanding balance prior to modification."}
-{"_id": "JPM20236477", "title": "JPM Financial effects of TDRs and redefaults", "text": "(b)Represents loans modified in TDRs that experienced a payment default in the periods presented, and for which the payment default occurred within one year of the modification. The amounts presented represent the balance of such loans as of the end of the quarter in which they defaulted."}
-{"_id": "JPM20236478", "title": "JPM Financial effects of TDRs and redefaults", "text": "For credit card loans modified in TDRs, payment default was deemed to have occurred when the borrower missed two consecutive contractual payments. Defaulted modified credit card loans remained in the modification program and continued to be charged of in accordance with the Firm\u2019s standard charge-off policy."}
-{"_id": "JPM20236481", "title": "JPM Wholesale loan portfolio", "text": "Wholesale loans include loans made to a variety of clients, ranging from large corporate and institutional clients to high-net-worth individuals."}
-{"_id": "JPM20236482", "title": "JPM Wholesale loan portfolio", "text": "The primary credit quality indicator for wholesale loans is the internal risk rating assigned to each loan. Risk ratings are used to identify the credit quality of loans and differentiate risk within the portfolio. Risk ratings on loans consider the PD and the LGD. The PD is the likelihood that a loan will default. The LGD is the estimated loss on the loan that would be realized upon the default of the borrower and takes into consideration collateral and structural support for each credit facility."}
-{"_id": "JPM20236483", "title": "JPM Wholesale loan portfolio", "text": "Management considers several factors to determine an appropriate internal risk rating, including the obligor\u2019s debt capacity and financial flexibility, the level of the obligor\u2019s earnings, the amount and sources for repayment, the level and nature of contingencies, management strength, and the industry and geography in which the obligor operates. The Firm\u2019s internal risk ratings generally align with the qualitative characteristics (e.g., borrower capacity to meet financial commitments and vulnerability to changes in the economic environment) defined by S&P and Moody\u2019s, however the quantitative characteristics (e.g., PD and LGD) may differ as they reflect internal historical experiences and assumptions. The Firm generally considers internal ratings with qualitative characteristics equivalent to BBB-/Baa3 or higher as investment grade, and these ratings have a lower PD and/or lower LGD than non-investment grade ratings."}
-{"_id": "JPM20236484", "title": "JPM Wholesale loan portfolio", "text": "Noninvestment-grade ratings are further classified as noncriticized and criticized, and the criticized portion is further subdivided into performing and nonaccrual loans, representing management\u2019s assessment of the collectibility of principal and interest. Criticized loans have a higher PD than noncriticized loans. The Firm\u2019s definition of criticized aligns with the U.S. banking regulatory definition of criticized exposures, which consist of special mention, substandard and doubtful categories. Refer to Note 1 for additional information."}
-{"_id": "JPM20236485", "title": "JPM Wholesale loan portfolio", "text": "Risk ratings are reviewed on a regular and ongoing basis by Credit Risk Management and are adjusted as necessary for updated information affecting the obligor\u2019s ability to fulfill its obligations."}
-{"_id": "JPM20236486", "title": "JPM Wholesale loan portfolio", "text": "As noted above, the risk rating of a loan considers the industry in which the obligor conducts its operations. As part of the overall credit risk management framework, the Firm focuses on the management and diversification of its industry and client exposures, with particular attention paid to industries with an actual or potential credit concern. Refer to Note 4 for further detail on industry concentrations."}
-{"_id": "JPM20236502", "title": "JPM Notes to consolidated financial statements", "text": "Internal risk rating is the primary credit quality indicator for retained wholesale loans. The following tables provide information on internal risk rating and gross charge-offs for the year ended December 31, 2023. December 31, (in millions, except ratios)########Secured by real estate############Commercial and industrial##############Other(b)##############Total retained loans###### ####2023######2022######2023########2022######2023########2022######2023########2022## Loans by risk ratings###################################################### Investment-grade##$##120,405####$##99,552####$##72,624######$##76,275####$##265,809######$##249,585####$##458,838######$##425,412## Noninvestment- grade:###################################################### Noncriticized####34,241######23,272######80,637########81,393######75,178########57,888######190,056########162,553## Criticized performing####7,291######3,662######12,684########8,974######1,257########1,106######21,232########13,742## Criticized nonaccrual####401######246######1,221########1,018######724########699######2,346########1,963## Total noninvestment- grade####41,933######27,180######94,542########91,385######77,159########59,693######213,634########178,258## Total retained loans(a)##$##162,338####$##126,732####$##167,166######$##167,660####$##342,968######$##309,278####$##672,472######$##603,670## % of investment-grade to total retained loans####74.17##%####78.55##%####43.44##%######45.49##%####77.50##%######80.70##%####68.23##%######70.47##% % of total criticized to total retained loans####4.74######3.08######8.32########5.96######0.58########0.58######3.51########2.60## % of criticized nonaccrual to total retained loans####0.25######0.19######0.73########0.61######0.21########0.23######0.35########0.33##"}
-{"_id": "JPM20236503", "title": "JPM Notes to consolidated financial statements", "text": "(a)As of December 31, 2023 included $33.8 billion of Secured by real estate loans, $3.0 billion of Commercial and industrial loans, and $17.1 billion of Other loans associated with First Republic."}
-{"_id": "JPM20236521", "title": "JPM Notes to consolidated financial statements", "text": "(b)Includes loans to SPEs, financial institutions, personal investment companies and trusts, individuals and individual entities (predominantly Global Private Bank clients within AWM and J.P. Morgan Wealth Management within CCB), states and political subdivisions, as well as loans to nonprofits. As of December 31, 2023, predominantly consisted of $106.9 billion to individuals and individual entities, $91.2 billion to SPEs, and $87.5 billion to financial institutions, Refer to Note 14 for more information on SPEs. ########################Secured by real estate############ (in millions)########################December 31, 2023############ ##############Term loans by origination year################Revolving loans###### ####2023####2022####2021####2020####2019####Prior to 2019####Within the revolving period####Converted to term loans####Total Loans by risk ratings#################################### Investment-grade##$##10,687##$##28,874##$##25,784##$##16,820##$##15,677##$##21,108##$##1,455##$##\u2014##$##120,405 Noninvestment-grade####4,477####12,579####7,839####3,840####3,987####7,918####1,291####2####41,933 Total retained loans(a)##$##15,164##$##41,453##$##33,623##$##20,660##$##19,664##$##29,026##$##2,746##$##2##$##162,338 Gross charge-offs##$##20##$##48##$##22##$##\u2014##$##23##$##78##$##\u2014##$##1##$##192 ########################Secured by real estate############ (in millions)########################December 31, 2022############ ##############Term loans by origination year################Revolving loans###### ####2022####2021####2020####2019####2018####Prior to 2018####Within the revolving period####Converted to term loans####Total Loans by risk ratings#################################### Investment-grade##$##24,134##$##22,407##$##14,773##$##14,666##$##5,277##$##17,289##$##1,006##$##\u2014##$##99,552 Noninvestment-grade####6,072####5,602####3,032####3,498####2,395####5,659####920####2####27,180 Total retained loans##$##30,206##$##28,009##$##17,805##$##18,164##$##7,672##$##22,948##$##1,926##$##2##$##126,732"}
-{"_id": "JPM20236522", "title": "JPM Notes to consolidated financial statements", "text": "(a)As of December 31, 2023 included $3.3 billion, $11.2 billion, $6.2 billion, $4.3 billion, $2.9 billion, and $5.1 billion of retained loans originated in 2023, 2022, 2021, 2020, 2019 and prior to 2019, respectively, and $838 million of revolving loans within the revolving period associated with First Republic."}
-{"_id": "JPM20236540", "title": "JPM 250 JPMorgan Chase & Co./2023 Form 10-K", "text": " ########################Commercial and industrial############ (in millions)########################December 31, 2023############ ##############Term loans by origination year################Revolving loans###### ####2023####2022####2021####2020####2019####Prior to 2019####Within the revolving period####Converted to term loans####Total Loans by risk ratings#################################### Investment-grade##$##14,875##$##10,642##$##4,276##$##2,291##$##1,030##$##1,115##$##38,394##$##1##$##72,624 Noninvestment-grade####18,890####16,444####9,299####1,989####1,144####1,006####45,696####74####94,542 Total retained loans(a)##$##33,765##$##27,086##$##13,575##$##4,280##$##2,174##$##2,121##$##84,090##$##75##$##167,166 Gross charge-offs##$##25##$##8##$##110##$##55##$##2##$##12##$##259##$##8##$##479 ########################Commercial and industrial############ (in millions)########################December 31, 2022############ ##############Term loans by origination year################Revolving loans###### ####2022####2021####2020####2019####2018####Prior to 2018####Within the revolving period####Converted to term loans####Total Loans by risk ratings#################################### Investment-grade##$##21,072##$##8,338##$##3,045##$##1,995##$##748##$##989##$##40,087##$##1##$##76,275 Noninvestment-grade####24,088####12,444####3,459####2,506####525####1,014####47,267####82####91,385 Total retained loans##$##45,160##$##20,782##$##6,504##$##4,501##$##1,273##$##2,003##$##87,354##$##83##$##167,660"}
-{"_id": "JPM20236558", "title": "JPM 250 JPMorgan Chase & Co./2023 Form 10-K", "text": "(a)As of December 31, 2023, included $364 million, $568 million, $471 million, $212 million, $53 million, and $121 million of retained loans originated in 2023, 2022, 2021, 2020, 2019 and prior to 2019, respectively, and $1.2 billion of revolving loans within the revolving period and $12 million converted to term loans associated with First Republic. ########################Other(a)############ (in millions)########################December 31, 2023############ ##############Term loans by origination year################Revolving loans###### ####2023####2022####2021####2020####2019####Prior to 2019####Within the revolving period####Converted to term loans####Total Loans by risk ratings#################################### Investment-grade##$##38,338##$##18,034##$##10,033##$##10,099##$##3,721##$##6,662##$##176,728##$##2,194##$##265,809 Noninvestment-grade####14,054####8,092####6,169####2,172####811####2,001####43,801####59####77,159 Total retained loans(b)##$##52,392##$##26,126##$##16,202##$##12,271##$##4,532##$##8,663##$##220,529##$##2,253##$##342,968 Gross charge-offs##$##5##$##298##$##8##$##8##$##\u2014##$##8##$##13##$##\u2014##$##340 ########################Other(a)############ (in millions)########################December 31, 2022############ ##############Term loans by origination year################Revolving loans###### ####2022####2021####2020####2019####2018####Prior to 2018####Within the revolving period####Converted to term loans####Total Loans by risk ratings#################################### Investment-grade##$##32,121##$##15,864##$##13,015##$##4,529##$##2,159##$##7,251##$##171,049##$##3,597##$##249,585 Noninvestment-grade####16,829####7,096####1,821####699####451####475####32,240####82####59,693 Total retained loans##$##48,950##$##22,960##$##14,836##$##5,228##$##2,610##$##7,726##$##203,289##$##3,679##$##309,278"}
-{"_id": "JPM20236559", "title": "JPM 250 JPMorgan Chase & Co./2023 Form 10-K", "text": "(a)Includes loans to SPEs, financial institutions, personal investment companies and trusts, individuals and individual entities (predominantly Global Private Bank clients within AWM and J.P. Morgan Wealth Management within CCB), states and political subdivisions, as well as loans to nonprofits. Refer to Note 14 for more information on SPEs."}
-{"_id": "JPM20236560", "title": "JPM 250 JPMorgan Chase & Co./2023 Form 10-K", "text": "(b)As of December 31, 2023, included $610 million, $1.0 billion, $820 million, $1.1 billion, $244 million, and $1.4 billion of retained loans originated in 2023, 2022, 2021, 2020, 2019 and prior to 2019, respectively, and $11.8 billion of revolving loans within the revolving period and $56 million converted to term loans associated with First Republic."}
-{"_id": "JPM20236570", "title": "JPM Notes to consolidated financial statements", "text": "The following table presents additional information on retained loans secured by real estate within the Wholesale portfolio, which consists of loans secured wholly or substantially by a lien or liens on real property at origination. Multifamily lending includes financing for acquisition, leasing and construction of apartment buildings. Other commercial lending largely includes financing for acquisition, leasing and construction, largely for office, retail and industrial real estate. Included in secured by real estate loans is $10.2 billion and $6.4 billion as of December 31, 2023 and 2022, respectively, of construction and development loans made to finance land development and on-site construction of commercial, industrial, residential, or farm buildings. December 31, (in millions, except ratios)########Multifamily############Other Commercial############Total retained loans secured by real estate###### ####2023######2022######2023######2022######2023########2022## Retained loans secured by real estate##$##100,725####$##79,139####$##61,613####$##47,593####$##162,338####(a)##$##126,732## Criticized####3,596######1,916######4,096######1,992######7,692########3,908## % of criticized to total retained loans secured by real estate####3.57##%####2.42##%####6.65##%####4.19##%####4.74##%######3.08##% Criticized nonaccrual##$##76####$##51####$##325####$##195####$##401######$##246## % of criticized nonaccrual loans to total retained loans secured by real estate####0.08##%####0.06##%####0.53##%####0.41##%####0.25##%######0.19##%"}
-{"_id": "JPM20236571", "title": "JPM Notes to consolidated financial statements", "text": "(a)Included $20.7 billion and $13.1 billion of Multifamily and Other commercial loans, respectively, associated with First Republic."}
-{"_id": "JPM20236585", "title": "JPM Geographic distribution and delinquency", "text": "The following table provides information on the geographic distribution and delinquency for retained wholesale loans. ######Secured by real estate########Commercial and industrial########Other########Total retained loans## December 31, (in millions)####2023####2022####2023####2022####2023####2022####2023####2022 Loans by geographic distribution(a)(b)################################ Total U.S.##$##159,499##$##123,740##$##127,638##$##125,324##$##262,499##$##230,525##$##549,636##$##479,589 Total non-U.S.####2,839####2,992####39,528####42,336####80,469####78,753####122,836####124,081 Total retained loans##$##162,338##$##126,732##$##167,166##$##167,660##$##342,968##$##309,278##$##672,472##$##603,670 Loan delinquency################################ Current and less than 30 days past due and still accruing##$##161,314##$##126,083##$##164,899##$##165,415##$##341,128##$##307,511##$##667,341##$##599,009 30\u201389 days past due and still accruing####473####402####884####1,127####1,090####1,015####2,447####2,544 90 or more days past due and still accruing(c)####150####1####162####100####26####53####338####154 Criticized nonaccrual(c)####401####246####1,221####1,018####724####699####2,346####1,963 Total retained loans##$##162,338##$##126,732##$##167,166##$##167,660##$##342,968##$##309,278##$##672,472##$##603,670"}
-{"_id": "JPM20236586", "title": "JPM Geographic distribution and delinquency", "text": "(a)The U.S. and non-U.S. distribution is determined based predominantly on the domicile of the borrower."}
-{"_id": "JPM20236587", "title": "JPM Geographic distribution and delinquency", "text": "(b)Borrowers associated with First Republic are predominantly domiciled in the U.S."}
-{"_id": "JPM20236588", "title": "JPM Geographic distribution and delinquency", "text": "(c)Represents loans that are considered well-collateralized and therefore still accruing interest."}
-{"_id": "JPM20236596", "title": "JPM Nonaccrual loans", "text": "The following table provides information on retained wholesale nonaccrual loans. December 31, (in millions)######Secured by real estate########Commercial and industrial########Other########Total retained loans#### ####2023####2022####2023####2022####2023####2022####2023######2022 Nonaccrual loans################################## With an allowance##$##129##$##172##$##776##$##686##$##492##$##487##$##1,397####$##1,345 Without an allowance(a)####272####74####445####332####232####212####949######618 Total nonaccrual loans(b)##$##401##$##246##$##1,221##$##1,018##$##724##$##699##$##2,346####$##1,963"}
-{"_id": "JPM20236597", "title": "JPM Nonaccrual loans", "text": "(a)When the discounted cash flows or collateral value equals or exceeds the amortized cost of the loan, the loan does not require an allowance. This typically occurs when the loans have been partially charged off and/or there have been interest payments received and applied to the loan balance."}
-{"_id": "JPM20236598", "title": "JPM Nonaccrual loans", "text": "(b)Interest income on nonaccrual loans recognized on a cash basis were not material for the years ended December 31, 2023 and 2022."}
-{"_id": "JPM20236601", "title": "JPM Loan modifications", "text": "The Firm grants certain modifications of wholesale loans to borrowers experiencing financial difficulty, which effective January 1, 2023, are reported as FDMs."}
-{"_id": "JPM20236627", "title": "JPM Financial effects of FDMs", "text": "The following tables provide information by loan class about modifications considered FDMs. (in millions)###### ##Year ended December 31, 2023#### ######Amortized cost basis Loan modification###### Single modifications###### Term extension####$##149 Other-than-insignificant payment deferral######3 Multiple modifications###### Interest rate reduction and term extension######3 Other-than-insignificant payment deferral and interest rate reduction######5 Total####$##160 (in millions)###### ##Year ended December 31, 2023#### ######Amortized cost basis Loan modification###### Single modifications###### Term extension####$##916 Other-than-insignificant payment deferral######402 Multiple modifications###### Other-than-insignificant payment deferral and term extension####$##35 Other-than-insignificant payment deferral and interest rate reduction and term extension######2 Term extension and principal forgiveness######7 Interest rate reduction and term extension######1 ####$##1,363"}
-{"_id": "JPM20236639", "title": "JPM Notes to consolidated financial statements", "text": " (in millions)###### ##Year ended December 31, 2023#### ######Amortized cost basis Loan modification###### Single modifications###### Interest rate reduction####$##9 Term extension######355 Multiple modifications###### Other-than-insignificant payment deferral and term extension######245 Total(a)####$##609"}
-{"_id": "JPM20236640", "title": "JPM Notes to consolidated financial statements", "text": "(a) Includes loans to nonprofits, financial institutions, and personal investment companies and trusts."}
-{"_id": "JPM20236649", "title": "JPM Payment status of FDMs and redefaults", "text": "The following table provides information by loan class about the payment status of FDMs during the year ended December 31, 2023. ######Amortized cost basis#### ####Secured by real estate######Commercial and industrial (in millions)####Year ended December 31, 2023######Year ended December 31, 2023 Current and less than 30 days past due and still accruing##$##118####$##947 30-89 days past due and still accruing####2######42 Criticized nonaccrual####40######374 Total##$##160####$##1,363"}
-{"_id": "JPM20236658", "title": "JPM Payment status of FDMs and redefaults", "text": "The following table provides information by loan class about FDMs that re-defaulted during the year ended December 31, 2023. (in millions)######Amortized cost basis#### ####Secured by real estate######Commercial and industrial ####Year ended December 31, 2023######Year ended December 31, 2023 Loan modification########## Term extension##$##1####$##49 Other-than-insignificant payment deferral####2######\u2014 Interest rate reduction and term extension####3######1 Total(a)##$##6####$##50"}
-{"_id": "JPM20236659", "title": "JPM Payment status of FDMs and redefaults", "text": "(a)Represents FDMs that were 30 days or more past due."}
-{"_id": "JPM20236660", "title": "JPM Payment status of FDMs and redefaults", "text": "As of December 31, 2023, additional unfunded commitments to lend to borrowers experiencing financial difficulty for Commercial and industrial and Other loan FDMs were $1.8 billion and $4 million, respectively. There were no additional unfunded commitments to lend to borrowers experiencing financial difficulties for Secured by real estate loan FDMs."}
-{"_id": "JPM20236662", "title": "JPM Nature and extent of TDRs", "text": "Prior to January 1, 2023, certain loan modifications were considered TDRs. These loan modifications provided various concessions to borrower who were experiencing financial difficulty. Loans with short-term or other insignificant modifications that were not considered concessions were not TDRs nor were loans for which the Firm elected to suspend TDR accounting guidance under the option provided by the CARES Act."}
-{"_id": "JPM20236663", "title": "JPM Nature and extent of TDRs", "text": "For the year ended December 31, 2022 and 2021, new TDRs were $801 million and $881 million, respectively. New TDRs for the year ended December 31, 2022 and 2021 reflected extended maturity dates and covenant waivers primarily in the Commercial and Industrial loan class. For the year ended December 31, 2022 and 2021, the impact of these modifications resulting in new TDRs was not material to the Firm."}
-{"_id": "JPM20236664", "title": "JPM Nature and extent of TDRs", "text": "As a result of the elimination of the requirement to assess whether a modification is reasonably expected or involves a concession, the population of loans considered FDMs is greater than the population previously considered TDRs."}
-{"_id": "JPM20236670", "title": "JPM Note 13 \u2013 Allowance for credit losses", "text": "The Firm\u2019s allowance for credit losses represents management's estimate of expected credit losses over the remaining expected life of the Firm's financial assets measured at amortized cost and certain off-balance sheet lending-related commitments. The allowance for credit losses generally comprises: \u2022the allowance for loan losses, which covers the Firm\u2019s retained loan portfolios (scored and risk-rated), \u2022the allowance for lending-related commitments, which is presented on the Consolidated balance sheets in accounts payable and other liabilities, and \u2022the allowance for credit losses on investment securities, which is reflected in investment securities on the Consolidated balance sheets."}
-{"_id": "JPM20236671", "title": "JPM Note 13 \u2013 Allowance for credit losses", "text": "The income statement effect of all changes in the allowance for credit losses is recognized in the provision for credit losses."}
-{"_id": "JPM20236672", "title": "JPM Note 13 \u2013 Allowance for credit losses", "text": "Determining the appropriateness of the allowance for credit losses is complex and requires significant judgment by management about the effect of matters that are inherently uncertain. At least quarterly, the allowance for credit losses is reviewed by the CRO, the CFO and the Controller of the Firm. Subsequent evaluations of credit exposures, considering the macroeconomic conditions, forecasts and other factors then prevailing, may result in significant changes in the allowance for credit losses in future periods."}
-{"_id": "JPM20236673", "title": "JPM Note 13 \u2013 Allowance for credit losses", "text": "The Firm\u2019s policies used to determine its allowance for loan losses and its allowance for lending-related commitments are described in the following paragraphs. Refer to Note 10 for a description of the policies used to determine the allowance for credit losses on investment securities."}
-{"_id": "JPM20236675", "title": "JPM Methodology for allowances for loan losses and lending-related commitments", "text": "The allowance for loan losses and allowance for lending-related commitments represents expected credit losses over the remaining expected life of retained loans and lending-related commitments that are not unconditionally cancellable. The Firm does not record an allowance for future draws on unconditionally cancellable lending-related commitments (e.g., credit cards). Expected losses related to accrued interest on credit card loans are considered in the Firm\u2019s allowance for loan losses. However, the Firm does not record an allowance on other accrued interest receivables, due to its policy to write these receivables off no later than 90 days past due by reversing interest income."}
-{"_id": "JPM20236676", "title": "JPM Methodology for allowances for loan losses and lending-related commitments", "text": "The expected life of each instrument is determined by considering its contractual term, expected prepayments, cancellation features, and certain extension and call options. The expected life of funded credit card loans is generally estimated by considering expected future payments on the credit card account, and determining how much of those amounts should be allocated to repayments of the funded loan balance (as of the balance sheet date) versus other account activity. This allocation is made using"}
-{"_id": "JPM20236677", "title": "JPM Methodology for allowances for loan losses and lending-related commitments", "text": "an approach that incorporates the payment application requirements of the Credit Card Accountability Responsibility and Disclosure Act of 2009, generally paying down the highest interest rate balances first."}
-{"_id": "JPM20236678", "title": "JPM Methodology for allowances for loan losses and lending-related commitments", "text": "The estimate of expected credit losses includes expected recoveries of amounts previously charged off or expected to be charged off, even if such recoveries result in a negative allowance."}
-{"_id": "JPM20236682", "title": "JPM Collective and Individual Assessments", "text": "When calculating the allowance for loan losses and the allowance for lending-related commitments, the Firm assesses whether exposures share similar risk characteristics. If similar risk characteristics exist, the Firm estimates expected credit losses collectively, considering the risk associated with a particular pool and the probability that the exposures within the pool will deteriorate or default. The assessment of risk characteristics is subject to significant management judgment. Emphasizing one characteristic over another or considering additional characteristics could affect the allowance. \u2022Relevant risk characteristics for the consumer portfolio include product type, delinquency status, current FICO scores, geographic distribution, and, for collateralized loans, current LTV ratios. \u2022Relevant risk characteristics for the wholesale portfolio include risk rating, delinquency status, tenor, level and type of collateral, LOB, geography, industry, credit enhancement, product type, facility purpose, and payment terms."}
-{"_id": "JPM20236683", "title": "JPM Collective and Individual Assessments", "text": "The majority of the Firm\u2019s credit exposures share risk characteristics with other similar exposures, and as a result are collectively assessed for impairment (\u201cportfolio-based component\u201d). The portfolio-based component covers consumer loans, performing risk-rated loans and certain lending-related commitments."}
-{"_id": "JPM20236684", "title": "JPM Collective and Individual Assessments", "text": "If an exposure does not share risk characteristics with other exposures, the Firm generally estimates expected credit losses on an individual basis, considering expected repayment and conditions impacting that individual exposure (\u201casset-specific component\u201d). The asset-specific component covers collateral-dependent loans and risk-rated loans that have been placed on nonaccrual status."}
-{"_id": "JPM20236686", "title": "JPM Portfolio-based component", "text": "The portfolio-based component begins with a quantitative calculation that considers the likelihood of the borrower changing delinquency status or moving from one risk rating to another. The quantitative calculation covers expected credit losses over an instrument\u2019s expected life and is estimated by applying credit loss factors to the Firm\u2019s estimated exposure at default. The credit loss factors incorporate the probability of borrower default as well as loss severity in the event of default. They are derived using a weighted average of five internally developed macroeconomic scenarios over an eight-quarter forecast period, followed by a single year straight-line interpolation"}
-{"_id": "JPM20236689", "title": "JPM Notes to consolidated financial statements", "text": "to revert to long run historical information for periods beyond the eight-quarter forecast period. The five macroeconomic scenarios consist of a central, relative adverse, extreme adverse, relative upside and extreme upside scenario, and are updated by the Firm\u2019s central forecasting team. The scenarios take into consideration the Firm\u2019s macroeconomic outlook, internal perspectives from subject matter experts across the Firm, and market consensus and involve a governed process that incorporates feedback from senior management across LOBs, Corporate Finance and Risk Management."}
-{"_id": "JPM20236690", "title": "JPM Notes to consolidated financial statements", "text": "The quantitative calculation is adjusted to take into consideration model imprecision, emerging risk assessments, trends and other subjective factors that are not yet reflected in the calculation. These adjustments are accomplished in part by analyzing the historical loss experience, including during stressed periods, for each major product or model. Management applies judgment in making this adjustment, including taking into account uncertainties associated with the economic and political conditions, quality of underwriting standards, borrower behavior, credit concentrations or deterioration within an industry, product or portfolio, as well as other relevant internal and external factors affecting the credit quality of the portfolio. In certain instances, the interrelationships between these factors create further uncertainties."}
-{"_id": "JPM20236691", "title": "JPM Notes to consolidated financial statements", "text": "The application of different inputs into the quantitative calculation, and the assumptions used by management to adjust the quantitative calculation, are subject to significant management judgment, and emphasizing one input or assumption over another, or considering other inputs or assumptions, could affect the estimate of the allowance for loan losses and the allowance for lending-related commitments."}
-{"_id": "JPM20236693", "title": "JPM Asset-specific component", "text": "To determine the asset-specific component of the allowance, collateral-dependent loans (including those loans for which foreclosure is probable) and nonaccrual risk-rated loans in the wholesale portfolio segment are generally evaluated individually."}
-{"_id": "JPM20236694", "title": "JPM Asset-specific component", "text": "On January 1, 2023 the Firm adopted the Financial Instruments - Credit Losses: Troubled Debt Restructurings accounting guidance as described in Note 1."}
-{"_id": "JPM20236695", "title": "JPM Asset-specific component", "text": "The adoption of this guidance eliminated the requirement to measure the allowance for TDRs using a discounted cash flow (DCF) methodology and allowed the option of a non-DCF portfolio-based approach for modified loans to borrowers experiencing financial difficulty. If a DCF methodology is still applied for these modified loans, the discount rate must be the post-modification effective interest rate, instead of the pre-modification effective interest rate."}
-{"_id": "JPM20236696", "title": "JPM Asset-specific component", "text": "The Firm elected to change from an asset-specific allowance approach to its non-DCF, portfolio-based allowance approach for modified loans to troubled borrowers for all portfolios except collateral-dependent loans and nonaccrual"}
-{"_id": "JPM20236697", "title": "JPM Asset-specific component", "text": "risk-rated loans, for which the asset-specific allowance approach will continue to apply. The adoption did not impact the collateral-dependent allowance approach or scope."}
-{"_id": "JPM20236698", "title": "JPM Asset-specific component", "text": "This guidance was adopted under the modified retrospective method which resulted in a net decrease to the allowance for credit losses of $587 million and an increase to retained earnings of $446 million, after-tax predominantly driven by residential real estate and credit card."}
-{"_id": "JPM20236699", "title": "JPM Asset-specific component", "text": "For collateral-dependent loans, the fair value of collateral less estimated costs to sell, as applicable, is used to determine the charge-off amount for declines in value (to reduce the amortized cost of the loan to the fair value of collateral) or the amount of negative allowance that should be recognized (for recoveries of prior charge-offs associated with improvements in the fair value of the collateral)."}
-{"_id": "JPM20236700", "title": "JPM Asset-specific component", "text": "For non-collateral dependent loans, the Firm generally measures the asset-specific allowance as the difference between the amortized cost of the loan and the present value of the cash flows expected to be collected, discounted at the loan\u2019s effective interest rate. Subsequent changes in impairment are generally recognized as an adjustment to the allowance for loan losses. The asset-specific component of the allowance for non-collateral dependent loans incorporates the effect of the modification on the loan\u2019s expected cash flows including changes in interest rates, principal forgiveness, and other concessions, as well as management\u2019s expectation of the borrower\u2019s ability to repay under the modified terms."}
-{"_id": "JPM20236701", "title": "JPM Asset-specific component", "text": "Estimating the timing and amounts of future cash flows is highly judgmental as these cash flow projections rely upon estimates such as loss severities, asset valuations, the amounts and timing of interest or principal payments (including any expected prepayments) or other factors that are reflective of current and expected market conditions. These estimates are, in turn, dependent on factors such as the duration of current overall economic conditions, industry, portfolio, or borrower-specific factors, the expected outcome of insolvency proceedings as well as, in certain circumstances, other economic factors. All of these estimates and assumptions require significant management judgment and certain assumptions are highly subjective."}
-{"_id": "JPM20236703", "title": "JPM Other financial assets", "text": "In addition to loans and investment securities, the Firm holds other financial assets that are measured at amortized cost on the Consolidated balance sheets, including credit exposures arising from lending activities subject to collateral maintenance requirements. Management estimates the allowance for other financial assets using various techniques considering historical losses and current economic conditions."}
-{"_id": "JPM20236704", "title": "JPM Other financial assets", "text": "Credit risk arising from lending activities subject to collateral maintenance requirements is generally mitigated by factors such as the short-term nature of the activity, the"}
-{"_id": "JPM20236706", "title": "JPM 256 JPMorgan Chase & Co./2023 Form 10-K", "text": "fair value of collateral held and the Firm\u2019s right to call for, and the borrower\u2019s obligation to provide additional margin when the fair value of the collateral declines. Because of these mitigating factors, these exposures generally do not require an allowance for credit losses. However, management may also consider other factors such as the borrower\u2019s ongoing ability to provide collateral to satisfy margin requirements, or whether collateral is significantly concentrated in an individual issuer or in securities with similar risk characteristics. If in management\u2019s judgment, an allowance for credit losses for these exposures is required, the Firm estimates expected credit losses based on the value of the collateral and probability of borrower default."}
-{"_id": "JPM20236749", "title": "JPM Allowance for credit losses and related information", "text": "The table below summarizes information about the allowances for credit losses, and includes a breakdown of loans and lending-related commitments by impairment methodology. Refer to Note 10 for further information on the allowance for credit losses on investment securities. (Table continued on next page)################## ##########2023######## Year ended December 31, (in millions)####Consumer, excluding credit card####Credit card######Wholesale####Total Allowance for loan losses################## Beginning balance at January 1,##$##2,040##$##11,200####$##6,486##$##19,726 Cumulative effect of a change in accounting principle(a)####(489)####(100)######2####(587) Gross charge-offs####1,151####5,491######1,011####7,653 Gross recoveries collected####(519)####(793)######(132)####(1,444) Net charge-offs####632####4,698######879####6,209 Provision for loan losses####936####6,048######2,484####9,468 Other####1####\u2014######21####22 Ending balance at December 31,##$##1,856##$##12,450####$##8,114##$##22,420 Allowance for lending-related commitments################## Beginning balance at January 1,##$##76##$##\u2014####$##2,306##$##2,382 Cumulative effect of a change in accounting principle(a)####\u2014####NA######\u2014####NA Provision for lending-related commitments####(1)####\u2014######(407)####(408) Other####\u2014####\u2014######\u2014####\u2014 Ending balance at December 31,##$##75##$##\u2014####$##1,899##$##1,974 Total allowance for investment securities####NA####NA######NA##$##128 Total allowance for credit losses(b)(c)##$##1,931##$##12,450####$##10,013##$##24,522 Allowance for loan losses by impairment methodology################## Asset-specific(d)##$##(876)##$##\u2014####$##392##$##(484) Portfolio-based####2,732####12,450######7,722####22,904 Total allowance for loan losses##$##1,856##$##12,450####$##8,114##$##22,420 Loans by impairment methodology################## Asset-specific(d)##$##3,287##$##\u2014####$##2,338##$##5,625 Portfolio-based####393,988####211,123######670,134####1,275,245 Total retained loans##$##397,275##$##211,123####$##672,472##$##1,280,870 Collateral-dependent loans################## Net charge-offs##$##6##$##\u2014####$##180##$##186 Loans measured at fair value of collateral less cost to sell####3,216####\u2014######1,012####4,228 Allowance for lending-related commitments by impairment methodology################## Asset-specific##$##\u2014##$##\u2014####$##89##$##89 Portfolio-based####75####\u2014######1,810####1,885 Total allowance for lending-related commitments(e)##$##75##$##\u2014####$##1,899##$##1,974 Lending-related commitments by impairment methodology################## Asset-specific##$##\u2014##$##\u2014####$##464##$##464 Portfolio-based(f)####28,248####\u2014######516,577####544,825 Total lending-related commitments##$##28,248##$##\u2014####$##517,041##$##545,289"}
-{"_id": "JPM20236750", "title": "JPM Allowance for credit losses and related information", "text": "(a)Represents the impact to the allowance for loan losses upon the adoption of the Financial Instruments - Credit Losses: Troubled Debt Restructurings accounting guidance. Refer to Note 1 for further information."}
-{"_id": "JPM20236751", "title": "JPM Allowance for credit losses and related information", "text": "(b)At December 31, 2023 and 2022, in addition to the allowance for credit losses in the table above, the Firm also had an allowance for credit losses of $243 million and $21 million, respectively, associated with certain accounts receivable in CIB."}
-{"_id": "JPM20236752", "title": "JPM Allowance for credit losses and related information", "text": "(c)As of December 31, 2023, included the allowance for credit losses associated with First Republic."}
-{"_id": "JPM20236753", "title": "JPM Allowance for credit losses and related information", "text": "(d)Includes collateral-dependent loans, including those for which foreclosure is deemed probable, and nonaccrual risk-rated loans for all periods presented. Prior periods also include non collateral-dependent TDRs or reasonably expected TDRs and modified PCD loans."}
-{"_id": "JPM20236754", "title": "JPM Allowance for credit losses and related information", "text": "(e)The allowance for lending-related commitments is reported in accounts payable and other liabilities on the Consolidated balance sheets."}
-{"_id": "JPM20236755", "title": "JPM Allowance for credit losses and related information", "text": "(f)At December 31, 2023, 2022 and 2021, lending-related commitments excluded $17.2 billion, $13.1 billion and $15.7 billion, respectively, for the consumer, excluding credit card portfolio segment; $915.7 billion, $821.3 billion and $730.5 billion, respectively, for the credit card portfolio segment; and $19.7 billion, $9.8 billion and $32.1 billion, respectively, for the wholesale portfolio segment, which were not subject to the allowance for lending-related commitments."}
-{"_id": "JPM20236788", "title": "JPM 258 JPMorgan Chase & Co./2023 Form 10-K", "text": " ######(table continued from previous page)############################## ########2022####################2021######## ##Consumer, excluding credit card####Credit card######Wholesale####Total######Consumer, excluding credit card####Credit card######Wholesale####Total $##1,765##$##10,250####$##4,371##$##16,386####$##3,636##$##17,800####$##6,892##$##28,328 ##NA####NA######NA####NA######NA####NA######NA####NA ##812####3,192######322####4,326######630####3,651######283####4,564 ##(543)####(789)######(141)####(1,473)######(619)####(939)######(141)####(1,699) ##269####2,403######181####2,853######11####2,712######142####2,865 ##543####3,353######2,293####6,189######(1,858)####(4,838)######(2,375)####(9,071) ##1####\u2014######3####4######(2)####\u2014######(4)####(6) $##2,040##$##11,200####$##6,486##$##19,726####$##1,765##$##10,250####$##4,371##$##16,386 $##113##$##\u2014####$##2,148##$##2,261####$##187##$##\u2014####$##2,222##$##2,409 ##NA####NA######NA####NA######NA####NA######NA####NA ##(37)####\u2014######157####120######(75)####\u2014######(74)####(149) ##\u2014####\u2014######1####1######1####\u2014######\u2014####1 $##76##$##\u2014####$##2,306##$##2,382####$##113##$##\u2014####$##2,148##$##2,261 ##NA####NA######NA##$####96####NA####NA######NA##$##42 $##2,116##$##11,200####$##8,792##$##22,204####$##1,878##$##10,250####$##6,519##$##18,689 $##(624)##$##223####$##467##$##66####$##(665)##$##313####$##263##$##(89) ##2,664####10,977######6,019####19,660######2,430####9,937######4,108####16,475 $##2,040##$##11,200####$##6,486##$##19,726####$##1,765##$##10,250####$##4,371##$##16,386 $##11,978##$##796####$##2,189##$##14,963####$##13,919##$##987####$##2,255##$##17,161 ##288,775####184,379######601,481####1,074,635######281,637####153,309######558,099####993,045 $##300,753##$##185,175####$##603,670##$##1,089,598####$##295,556##$##154,296####$##560,354##$##1,010,206 $##(33)##$##\u2014####$##16##$##(17)####$##33##$##\u2014####$##38##$##71 ##3,585####\u2014######464####4,049######4,472####\u2014######617####5,089 $##\u2014##$##\u2014####$##90##$##90####$##\u2014##$##\u2014####$##167##$##167 ##76####\u2014######2,216####2,292######113####\u2014######1,981####2,094 $##76##$##\u2014####$##2,306##$##2,382####$##113##$##\u2014####$##2,148##$##2,261 $##\u2014##$##\u2014####$##455##$##455####$##\u2014##$##\u2014####$##764##$##764 ##20,423####\u2014######461,688####482,111######29,588####\u2014######453,571####483,159 $##20,423##$##\u2014####$##462,143##$##482,566####$##29,588##$##\u2014####$##454,335##$##483,923"}
-{"_id": "JPM20236792", "title": "JPM Discussion of changes in the allowance", "text": "The allowance for credit losses as of December 31, 2023 was $24.8 billion, reflecting a net addition of $3.1 billion from December 31, 2022."}
-{"_id": "JPM20236795", "title": "JPM Discussion of changes in the allowance", "text": "The net addition to the allowance for credit losses included $1.9 billion, consisting of: \u2022$1.3 billion in consumer, predominantly driven by CCB, comprised of $1.4 billion in Card Services, partially offset by a net reduction of $200 million in Home Lending. The net addition in Card Services was driven by loan growth, including an increase in revolving balances, partially offset by reduced borrower uncertainty. The net reduction in Home Lending was driven by improvements in the outlook for home prices, and \u2022$675 million in wholesale, driven by net downgrade activity, the net effect of changes in the Firm\u2019s weighted average macroeconomic outlook, including deterioration in the outlook for commercial real estate in CB, and an addition for certain accounts receivable in CIB, partially offset by the impact of changes in the loan and lending-related commitment portfolios."}
-{"_id": "JPM20236796", "title": "JPM Discussion of changes in the allowance", "text": "The net addition also included $1.2 billion to establish the allowance for the First Republic loans and lending-related commitments in the second quarter of 2023."}
-{"_id": "JPM20236797", "title": "JPM Discussion of changes in the allowance", "text": "The changes in the Firm's weighted average macroeconomic outlook also included updates to the central scenario in the third quarter of 2023 to reflect a lower forecasted unemployment rate consistent with a higher growth rate in GDP, and the impact of the additional weight placed on the adverse scenarios in the first quarter of 2023, reflecting elevated recession risks due to high inflation and tightening financial conditions."}
-{"_id": "JPM20236798", "title": "JPM Discussion of changes in the allowance", "text": "The allowance for credit losses also reflected a reduction of $587 million as a result of the adoption of changes to the TDR accounting guidance on January 1, 2023. Refer to Note 1 for further information."}
-{"_id": "JPM20236799", "title": "JPM Discussion of changes in the allowance", "text": "The Firm's allowance for credit losses is estimated using a weighted average of five internally developed macroeconomic scenarios. The adverse scenarios incorporate more punitive macroeconomic factors than the central case assumptions provided in the table below, resulting in a weighted average U.S. unemployment rate peaking at 5.5% in the fourth quarter of 2024, and a weighted average U.S. real GDP level that is 1.5% lower than the central case at the end of the second quarter of 2025."}
-{"_id": "JPM20236808", "title": "JPM Discussion of changes in the allowance", "text": "The following table presents the Firm\u2019s central case assumptions for the periods presented: ######Central case assumptions at December 31, 2023###### ##2Q24####4Q24####2Q25## U.S. unemployment rate(a)##4.1##%##4.4##%##4.1##% YoY growth in U.S. real GDP(b)##1.8##%##0.7##%##1.0##% ######Central case assumptions at December 31, 2022###### ##2Q23####4Q23####2Q24## U.S. unemployment rate(a)##3.8##%##4.3##%##5.0##% YoY growth in U.S. real GDP(b)##1.5##%##0.4##%##\u2014##%"}
-{"_id": "JPM20236809", "title": "JPM Discussion of changes in the allowance", "text": "(a)Reflects quarterly average of forecasted U.S. unemployment rate."}
-{"_id": "JPM20236810", "title": "JPM Discussion of changes in the allowance", "text": "(b)The year over year growth in U.S. real GDP in the forecast horizon of the central scenario is calculated as the percentage change in U.S. real GDP levels from the prior year."}
-{"_id": "JPM20236812", "title": "JPM Subsequent changes to this forecast and related estimates", "text": "will be reflected in the provision for credit losses in future"}
-{"_id": "JPM20236813", "title": "JPM Subsequent changes to this forecast and related estimates", "text": "periods."}
-{"_id": "JPM20236814", "title": "JPM Subsequent changes to this forecast and related estimates", "text": "Refer to Critical Accounting Estimates Used by the Firm on pages 155\u2013158 for further information on the allowance for credit losses and related management judgments."}
-{"_id": "JPM20236815", "title": "JPM Subsequent changes to this forecast and related estimates", "text": "Refer to Consumer Credit Portfolio on pages 114\u2013119, Wholesale Credit Portfolio on pages 120\u2013130 for additional information on the consumer and wholesale credit portfolios."}
-{"_id": "JPM20236818", "title": "JPM Note 14 \u2013 Variable interest entities", "text": "Refer to Note 1 on page 171 for a further description of the Firm\u2019s accounting policies regarding consolidation of and involvement with VIEs."}
-{"_id": "JPM20236825", "title": "JPM Note 14 \u2013 Variable interest entities", "text": "The following table summarizes the most significant types of Firm-sponsored VIEs by business segment. The Firm considers a \u201cFirm-sponsored\u201d VIE to include any entity where: (1) JPMorgan Chase is the primary beneficiary of the structure; (2) the VIE is used by JPMorgan Chase to securitize Firm assets; (3) the VIE issues financial instruments with the JPMorgan Chase name; or (4) the entity is a JPMorgan Chase\u2013administered asset-backed commercial paper conduit. Line of Business##Transaction Type##Activity##2023 Form 10-K page references CCB##Credit card securitization trusts##Securitization of originated credit card receivables##pages 261\u2013262 ##Mortgage securitization trusts##Servicing and securitization of both originated and purchased residential mortgages##pages 262\u2013264 CIB##Mortgage and other securitization trusts##Securitization of both originated and purchased residential and commercial mortgages, and other consumer loans##pages 262\u2013264 ##Multi-seller conduits##Assisting clients in accessing the financial markets in a cost-efficient manner and structuring transactions to meet investor needs##page 264 ##Municipal bond vehicles##Financing of municipal bond investments##pages 264\u2013265"}
-{"_id": "JPM20236829", "title": "JPM Note 14 \u2013 Variable interest entities", "text": "The Firm\u2019s other business segments are also involved with VIEs (both third-party and Firm-sponsored), but to a lesser extent, as follows: \u2022Asset & Wealth Management: AWM sponsors and manages certain funds that are deemed VIEs. As asset manager of the funds, AWM earns a fee based on assets managed; the fee varies with each fund\u2019s investment objective and is competitively priced. For fund entities that qualify as VIEs, AWM\u2019s interests are, in certain cases, considered to be significant variable interests that result in consolidation of the financial results of these entities. \u2022Commercial Banking: CB provides financing and lending-related services to a wide spectrum of clients, including certain third-party-sponsored entities that may meet the definition of a VIE. CB does not control the activities of these entities and does not consolidate these entities. CB\u2019s maximum loss exposure, regardless of whether the entity is a VIE, is generally limited to loans and lending-related commitments which are reported and disclosed in the same manner as any other third-party transaction. \u2022Corporate: Corporate is involved with entities that may meet the definition of VIEs; however these entities are generally subject to specialized investment company accounting, which does not require the consolidation of investments, including VIEs. In addition, Treasury and CIO invest in securities generally issued by third parties which may meet the definition of VIEs (e.g., issuers of asset-backed securities). In general, the Firm does not have the power to direct the significant activities of these entities and therefore does not consolidate these entities. Refer to Note 10 for further information on the Firm\u2019s investment securities portfolio."}
-{"_id": "JPM20236830", "title": "JPM Note 14 \u2013 Variable interest entities", "text": "In addition, CIB also invests in and provides financing and other services to VIEs sponsored by third parties. Refer to page 266 of this Note for more information on the VIEs sponsored by third parties."}
-{"_id": "JPM20236833", "title": "JPM Credit card securitizations", "text": "CCB\u2019s Card Services business may securitize originated credit card loans, primarily through the Chase Issuance Trust (the \u201cTrust\u201d). The Firm\u2019s continuing involvement in credit card securitizations includes servicing the receivables, retaining an undivided seller\u2019s interest in the receivables, retaining certain senior and subordinated securities and maintaining escrow accounts."}
-{"_id": "JPM20236834", "title": "JPM Credit card securitizations", "text": "The Firm consolidates the assets and liabilities of its sponsored credit card trusts as it is considered to be the primary beneficiary of these securitization trusts based on the Firm\u2019s ability to direct the activities of these VIEs through its servicing responsibilities and other duties, including making decisions as to the receivables that are transferred into those trusts and as to any related modifications and workouts. Additionally, the nature and extent of the Firm\u2019s other continuing involvement with the"}
-{"_id": "JPM20236835", "title": "JPM Credit card securitizations", "text": "trusts, as indicated above, obligates the Firm to absorb losses and gives the Firm the right to receive certain benefits from these VIEs that could potentially be significant."}
-{"_id": "JPM20236836", "title": "JPM Credit card securitizations", "text": "The underlying securitized credit card receivables and other assets of the securitization trusts are available only for payment of the beneficial interests issued by the securitization trusts; they are not available to pay the Firm\u2019s other obligations or the claims of the Firm\u2019s creditors."}
-{"_id": "JPM20236837", "title": "JPM Credit card securitizations", "text": "The agreements with the credit card securitization trusts require the Firm to maintain a minimum undivided interest in the credit card trusts (generally 5%). As of December 31, 2023 and 2022, the Firm held undivided interests in Firm-sponsored credit card securitization trusts of $4.9 billion and $6.1 billion, respectively. The Firm maintained an average undivided interest in principal receivables owned by those trusts of approximately 65%"}
-{"_id": "JPM20236840", "title": "JPM Notes to consolidated financial statements", "text": "and 62% for the years ended December 31, 2023 and 2022, respectively. The Firm did not retain any senior securities and retained $1.5 billion of subordinated securities in certain of its credit card securitization trusts at both December 31, 2023 and 2022. The Firm\u2019s undivided interests in the credit card trusts and securities retained are eliminated in consolidation."}
-{"_id": "JPM20236842", "title": "JPM Firm-sponsored mortgage and other securitization trusts", "text": "The Firm securitizes (or has securitized) originated and purchased residential mortgages, commercial mortgages and other consumer loans primarily in its CCB and CIB businesses. Depending on the particular transaction, as well as the respective business involved, the Firm may act as the servicer of the loans and/or retain certain beneficial interests in the securitization trusts."}
-{"_id": "JPM20236859", "title": "JPM Firm-sponsored mortgage and other securitization trusts", "text": "The following tables present the total unpaid principal amount of assets held in Firm-sponsored private-label securitization entities, including those in which the Firm has continuing involvement, and those that are consolidated by the Firm. Continuing involvement includes servicing the loans, holding senior interests or subordinated interests (including amounts required to be held pursuant to credit risk retention rules), recourse or guarantee arrangements, and derivative contracts. In certain instances, the Firm\u2019s only continuing involvement is servicing the loans. The Firm\u2019s maximum loss exposure from retained and purchased interests is the carrying value of these interests. ########Principal amount outstanding##############JPMorgan Chase interest in securitized assets in nonconsolidated VIEs(c)(d)(e)###### December 31, 2023 (in millions)####Total assets held by securitization VIEs####Assets held in consolidated securitization VIEs####Assets held in nonconsolidated securitization VIEs with continuing involvement####Trading assets####Investment securities####Other financial assets####Total interests held by JPMorgan Chase Securitization-related(a)############################ Residential mortgage:############################ Prime/Alt-A and option ARMs##$##58,570##$##675##$##39,319##$##595##$##1,981##$##60##$##2,636 Subprime####8,881####\u2014####1,312####3####\u2014####\u2014####3 Commercial and other(b)####168,042####\u2014####120,262####831####5,638####1,354####7,823 Total##$##235,493##$##675##$##160,893##$##1,429##$##7,619##$##1,414##$##10,462 ########Principal amount outstanding##############JPMorgan Chase interest in securitized assets in nonconsolidated VIEs(c)(d)(e)###### December 31, 2022 (in millions)####Total assets held by securitization VIEs####Assets held in consolidated securitization VIEs####Assets held in nonconsolidated securitization VIEs with continuing involvement####Trading assets####Investment securities####Other financial assets####Total interests held by JPMorgan Chase Securitization-related(a)############################ Residential mortgage:############################ Prime/Alt-A and option ARMs##$##55,362##$##754##$##37,058##$##744##$##1,918##$##\u2014##$##2,662 Subprime####9,709####\u2014####1,743####10####\u2014####\u2014####10 Commercial and other(b)####164,915####\u2014####127,037####888####5,373####670####6,931 Total##$##229,986##$##754##$##165,838##$##1,642##$##7,291##$##670##$##9,603"}
-{"_id": "JPM20236860", "title": "JPM Firm-sponsored mortgage and other securitization trusts", "text": "(a)Excludes U.S. GSEs and government agency securitizations and re-securitizations, which are not Firm-sponsored."}
-{"_id": "JPM20236861", "title": "JPM Firm-sponsored mortgage and other securitization trusts", "text": "(b)Consists of securities backed by commercial real estate loans and non-mortgage-related consumer receivables."}
-{"_id": "JPM20236862", "title": "JPM Firm-sponsored mortgage and other securitization trusts", "text": "(c)Excludes the following: retained servicing; securities retained from loan sales and securitization activity related to U.S. GSEs and government agencies; interest rate and foreign exchange derivatives primarily used to manage interest rate and foreign exchange risks of securitization entities; senior securities of $52 million and $134 million at December 31, 2023 and 2022, respectively, and subordinated securities were not material for both December 31, 2023 and 2022, which the Firm purchased in connection with CIB\u2019s secondary market-making activities."}
-{"_id": "JPM20236863", "title": "JPM Firm-sponsored mortgage and other securitization trusts", "text": "(d)Includes interests held in re-securitization transactions."}
-{"_id": "JPM20236864", "title": "JPM Firm-sponsored mortgage and other securitization trusts", "text": "(e)As of December 31, 2023 and 2022, 77% and 84%, respectively, of the Firm\u2019s retained securitization interests, which are predominantly carried at fair value and include amounts required to be held pursuant to credit risk retention rules, were risk-rated \u201cA\u201d or better, on an S&P-equivalent basis. The retained interests in prime residential mortgages consisted of $2.5 billion and $2.6 billion of investment-grade retained interests at December 31, 2023 and 2022, respectively, and $88 million and $27 million of noninvestment-grade retained interests at December 31, 2023 and 2022, respectively. The retained interests in commercial and other securitization trusts consisted of $6.1 billion and $5.8 billion of investment-grade retained interests, and $1.7 billion and $1.1 billion of noninvestment-grade retained interests at December 31, 2023 and 2022, respectively."}
-{"_id": "JPM20236867", "title": "JPM Residential mortgage", "text": "The Firm securitizes residential mortgage loans originated by CCB, as well as residential mortgage loans purchased from third parties by either CCB or CIB. CCB generally retains servicing for all residential mortgage loans it originated or purchased, and for certain mortgage loans purchased by CIB. For securitizations of loans serviced by CCB, the Firm has the power to direct the significant activities of the VIE because it is responsible for decisions related to loan modifications and workouts. CCB may also retain an interest upon securitization."}
-{"_id": "JPM20236868", "title": "JPM Residential mortgage", "text": "In addition, CIB engages in underwriting and trading activities involving securities issued by Firm-sponsored securitization trusts. As a result, CIB at times retains senior and/or subordinated interests (including residual interests and amounts required to be held pursuant to credit risk retention rules) in residential mortgage securitizations at the time of securitization, and/or reacquires positions in the secondary market in the normal course of business. In certain instances, as a result of the positions retained or reacquired by CIB or held by Treasury and CIO or CCB, when considered together with the servicing arrangements entered into by CCB, the Firm is deemed to be the primary beneficiary of certain securitization trusts."}
-{"_id": "JPM20236869", "title": "JPM Residential mortgage", "text": "The Firm does not consolidate residential mortgage securitizations (Firm-sponsored or third-party-sponsored) when it is not the servicer (and therefore does not have the power to direct the most significant activities of the trust) or does not hold a beneficial interest in the trust that could potentially be significant to the trust."}
-{"_id": "JPM20236871", "title": "JPM Commercial mortgages and other consumer securitizations", "text": "CIB originates and securitizes commercial mortgage loans, and engages in underwriting and trading activities involving the securities issued by securitization trusts. CIB may retain unsold senior and/or subordinated interests (including amounts required to be held pursuant to credit risk retention rules) in commercial mortgage securitizations at the time of securitization but, generally, the Firm does not service commercial loan securitizations. Treasury and CIO may choose to invest in these securitizations as well. For commercial mortgage securitizations the power to direct the significant activities of the VIE generally is held by the servicer or investors in a specified class of securities (\u201ccontrolling class\u201d). The Firm generally does not retain an interest in the controlling class in its sponsored commercial mortgage securitization transactions."}
-{"_id": "JPM20236873", "title": "JPM Re-securitizations", "text": "The Firm engages in certain re-securitization transactions in which debt securities are transferred to a VIE in exchange for new beneficial interests. These transfers occur in connection with both U.S. GSEs and government agency sponsored VIEs, which are backed by residential mortgages. The Firm\u2019s consolidation analysis is largely dependent on the Firm\u2019s role and interest in the re-securitization trusts."}
-{"_id": "JPM20236877", "title": "JPM Re-securitizations", "text": "The following table presents the principal amount of securities transferred to re-securitization VIEs. Year ended December 31, (in millions)####2023####2022####2021 Transfers of securities to VIEs############ U.S. GSEs and government agencies##$##18,864##$##16,128##$##53,923"}
-{"_id": "JPM20236878", "title": "JPM Re-securitizations", "text": "Most re-securitizations with which the Firm is involved are client-driven transactions in which a specific client or group of clients is seeking a specific return or risk profile. For these transactions, the Firm has concluded that the decision-making power of the entity is shared between the Firm and its clients, considering the joint effort and decisions in establishing the re-securitization trust and its assets, as well as the significant economic interest the client holds in the re-securitization trust; therefore the Firm does not consolidate the re-securitization VIE."}
-{"_id": "JPM20236879", "title": "JPM Re-securitizations", "text": "The Firm did not transfer any private label securities to re-securitization VIEs during 2023, 2022 and 2021, and retained interests in any such Firm-sponsored VIEs as of December 31, 2023 and 2022 were not material."}
-{"_id": "JPM20236880", "title": "JPM Re-securitizations", "text": "Additionally, the Firm may invest in beneficial interests of third-party-sponsored re-securitizations and generally purchases these interests in the secondary market. In these circumstances, the Firm does not have the unilateral ability to direct the most significant activities of the re-securitization trust, either because it was not involved in the initial design of the trust, or the Firm was involved with an independent third-party sponsor and demonstrated shared power over the creation of the trust; therefore, the Firm does not consolidate the re-securitization VIE."}
-{"_id": "JPM20236887", "title": "JPM Notes to consolidated financial statements", "text": "The following table presents information on the Firm's interests in nonconsolidated re-securitization VIEs. ######Nonconsolidated re-securitization VIEs#### December 31, (in millions)####2023######2022 U.S. GSEs and government agencies########## Interest in VIEs##$##3,371####$##2,580"}
-{"_id": "JPM20236888", "title": "JPM Notes to consolidated financial statements", "text": "As of December 31, 2023 and 2022, the Firm did not consolidate any U.S. GSE and government agency re-securitization VIEs or any Firm-sponsored private-label re-securitization VIEs."}
-{"_id": "JPM20236890", "title": "JPM Multi-seller conduits", "text": "Multi-seller conduit entities are separate bankruptcy remote entities that provide secured financing, collateralized by pools of receivables and other financial assets, to customers of the Firm. The conduits fund their financing facilities through the issuance of highly rated commercial paper. The primary source of repayment of the commercial paper is the cash flows from the pools of assets. In most instances, the assets are structured with deal-specific credit enhancements provided to the conduits by the customers (i.e., sellers) or other third parties. Deal-specific credit enhancements are generally structured to cover a multiple of historical losses expected on the pool of assets, and are typically in the form of overcollateralization provided by the seller. The deal-specific credit enhancements mitigate the Firm\u2019s potential losses on its agreements with the conduits."}
-{"_id": "JPM20236891", "title": "JPM Multi-seller conduits", "text": "To ensure timely repayment of the commercial paper, and to provide the conduits with funding to provide financing to customers in the event that the conduits do not obtain funding in the commercial paper market, each asset pool financed by the conduits has a minimum 100% deal-specific liquidity facility associated with it provided by JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A. also provides the multi-seller conduit vehicles with uncommitted program-wide liquidity facilities and program-wide credit enhancement in the form of standby letters of credit. The amount of program-wide credit enhancement required is based upon commercial paper issuance and approximates 10% of the outstanding balance of commercial paper."}
-{"_id": "JPM20236892", "title": "JPM Multi-seller conduits", "text": "The Firm consolidates its Firm-administered multi-seller conduits, as the Firm has both the power to direct the significant activities of the conduits and a potentially significant economic interest in the conduits. As administrative agent and in its role in structuring transactions, the Firm makes decisions regarding asset types and credit quality, and manages the commercial paper funding needs of the conduits. The Firm\u2019s interests that could potentially be significant to the VIEs include the fees received as administrative agent and liquidity and program-wide credit enhancement provider, as well as the potential exposure created by the liquidity and credit enhancement facilities provided to the conduits."}
-{"_id": "JPM20236893", "title": "JPM Multi-seller conduits", "text": "In the normal course of business, JPMorgan Chase makes markets in and invests in commercial paper issued by the Firm-administered multi-seller conduits. The Firm held $9.8 billion and $13.8 billion of the commercial paper issued by the Firm-administered multi-seller conduits at December 31, 2023 and 2022, respectively, which have been eliminated in consolidation. The Firm\u2019s investments reflect the Firm\u2019s funding needs and capacity and were not driven by market illiquidity. Other than the amounts required to be held pursuant to credit risk retention rules, the Firm is not obligated under any agreement to purchase the commercial paper issued by the Firm-administered multi-seller conduits."}
-{"_id": "JPM20236894", "title": "JPM Multi-seller conduits", "text": "Deal-specific liquidity facilities, program-wide liquidity and credit enhancement provided by the Firm have been eliminated in consolidation. The Firm or the Firm-administered multi-seller conduits provide lending-related commitments to certain clients of the Firm-administered multi-seller conduits. The unfunded commitments were $10.8 billion and $10.6 billion at December 31, 2023 and 2022, respectively, and are reported as off-balance sheet lending-related commitments in other unfunded commitments to extend credit. Refer to Note 28 for more information on off-balance sheet lending-related commitments."}
-{"_id": "JPM20236896", "title": "JPM Municipal bond vehicles", "text": "Municipal bond vehicles or tender option bond (\u201cTOB\u201d) trusts allow institutions to finance their municipal bond investments at short-term rates. In a typical TOB transaction, the trust purchases highly rated municipal bond(s) of a single issuer and funds the purchase by issuing two types of securities: (1) puttable floating-rate certificates (\u201cfloaters\u201d) and (2) inverse floating-rate residual interests (\u201cresiduals\u201d). The floaters are typically purchased by money market funds or other short-term investors and may be tendered, with requisite notice, to the TOB trust. The residuals are retained by the investor seeking to finance its municipal bond investment. TOB transactions where the residual is held by a third-party investor are typically known as customer TOB trusts, and non-customer TOB trusts are transactions where the Residual is retained by the Firm. Customer TOB trusts are sponsored by a third party. The Firm serves as sponsor for all non-customer TOB transactions. The Firm may provide various services to a TOB trust, including remarketing agent, liquidity or tender option provider, and/or sponsor."}
-{"_id": "JPM20236897", "title": "JPM Municipal bond vehicles", "text": "J.P. Morgan Securities LLC may serve as a remarketing agent on the floaters for TOB trusts. The remarketing agent is responsible for establishing the periodic variable rate on the floaters, conducting the initial placement and remarketing tendered floaters. The remarketing agent may, but is not obligated to, make markets in floaters. Floaters held by the Firm were not material during 2023 and 2022."}
-{"_id": "JPM20236898", "title": "JPM Municipal bond vehicles", "text": "JPMorgan Chase Bank, N.A. or J.P. Morgan Securities LLC often serves as the sole liquidity or tender option provider for the TOB trusts. The liquidity provider\u2019s obligation to perform is conditional and is limited by certain events"}
-{"_id": "JPM20236900", "title": "JPM 264 JPMorgan Chase & Co./2023 Form 10-K", "text": "(\u201cTermination Events\u201d), which include bankruptcy or failure to pay by the municipal bond issuer or credit enhancement provider, an event of taxability on the municipal bonds or the immediate downgrade of the municipal bond to below investment grade. In addition, the liquidity provider\u2019s exposure is typically further limited by the high credit quality of the underlying municipal bonds, the excess collateralization in the vehicle, or, in certain transactions, the reimbursement agreements with the Residual holders."}
-{"_id": "JPM20236901", "title": "JPM 264 JPMorgan Chase & Co./2023 Form 10-K", "text": "Holders of the floaters may \u201cput,\u201d or tender, their floaters to the TOB trust. If the remarketing agent cannot successfully remarket the floaters to another investor, the"}
-{"_id": "JPM20236902", "title": "JPM 264 JPMorgan Chase & Co./2023 Form 10-K", "text": "liquidity provider either provides a loan to the TOB trust for the TOB trust\u2019s purchase of the floaters, or it directly purchases the tendered floaters."}
-{"_id": "JPM20236903", "title": "JPM 264 JPMorgan Chase & Co./2023 Form 10-K", "text": "TOB trusts are considered to be variable interest entities. The Firm consolidates non-customer TOB trusts because as the Residual holder, the Firm has the right to make decisions that significantly impact the economic performance of the municipal bond vehicle, and it has the right to receive benefits and bear losses that could potentially be significant to the municipal bond vehicle."}
-{"_id": "JPM20236923", "title": "JPM Consolidated VIE assets and liabilities", "text": "The following table presents information on assets and liabilities related to VIEs consolidated by the Firm as of December 31, 2023 and 2022. ##########Assets################Liabilities#### December 31, 2023 (in millions)####Trading assets####Loans######Other(b)####Total  assets(c)####Beneficial interests in  VIE assets(d)####Other(e)####Total liabilities VIE program type############################## Firm-sponsored credit card trusts##$##\u2014##$##9,460####$##117##$##9,577##$##2,998##$##6##$##3,004 Firm-administered multi-seller conduits####1####27,372######194####27,567####17,781####30####17,811 Municipal bond vehicles####2,056####\u2014######22####2,078####2,116####11####2,127 Mortgage securitization entities(a)####\u2014####693######8####701####125####57####182 Other####113####86######250####449####\u2014####159####159 Total##$##2,170##$##37,611####$##591##$##40,372##$##23,020##$##263##$##23,283 ##########Assets################Liabilities#### December 31, 2022 (in millions)####Trading assets####Loans######Other(b)####Total  assets(c)####Beneficial interests in  VIE assets(d)####Other(e)####Total liabilities VIE program type############################## Firm-sponsored credit card trusts##$##\u2014##$##9,699####$##100##$##9,799##$##1,999##$##2##$##2,001 Firm-administered multi-seller conduits####\u2014####22,819######170####22,989####9,236####39####9,275 Municipal bond vehicles####2,089####\u2014######7####2,096####1,232####10####1,242 Mortgage securitization entities(a)####\u2014####781######10####791####143####67####210 Other####62####1,112##(f)####263####1,437####\u2014####161####161 Total##$##2,151##$##34,411####$##550##$##37,112##$##12,610##$##279##$##12,889"}
-{"_id": "JPM20236924", "title": "JPM Consolidated VIE assets and liabilities", "text": "(a)Includes residential mortgage securitizations."}
-{"_id": "JPM20236925", "title": "JPM Consolidated VIE assets and liabilities", "text": "(b)Includes assets classified as cash and other assets on the Consolidated balance sheets."}
-{"_id": "JPM20236926", "title": "JPM Consolidated VIE assets and liabilities", "text": "(c)The assets of the consolidated VIEs included in the program types above are used to settle the liabilities of those entities. The assets and liabilities include third-party assets and liabilities of consolidated VIEs and exclude intercompany balances that eliminate in consolidation."}
-{"_id": "JPM20236927", "title": "JPM Consolidated VIE assets and liabilities", "text": "(d)The interest-bearing beneficial interest liabilities issued by consolidated VIEs are classified in the line item on the Consolidated balance sheets titled, \u201cBeneficial interests issued by consolidated VIEs\u201d. The holders of these beneficial interests generally do not have recourse to the general credit of JPMorgan Chase. Included in beneficial interests in VIE assets are long-term beneficial interests of $3.1 billion and $2.1 billion at December 31, 2023 and 2022, respectively."}
-{"_id": "JPM20236928", "title": "JPM Consolidated VIE assets and liabilities", "text": "(e)Includes liabilities classified as accounts payable and other liabilities on the Consolidated balance sheets."}
-{"_id": "JPM20236929", "title": "JPM Consolidated VIE assets and liabilities", "text": "(f)Primarily includes purchased supply chain finance receivables and purchased auto loan securitizations in CIB."}
-{"_id": "JPM20236933", "title": "JPM VIEs sponsored by third parties", "text": "The Firm enters into transactions with VIEs structured by other parties. These include, for example, acting as a derivative counterparty, liquidity provider, investor, underwriter, placement agent, remarketing agent, trustee or custodian. These transactions are conducted at arm\u2019s-length, and individual credit decisions are based on the analysis of the specific VIE, taking into consideration the quality of the underlying assets. Where the Firm does not have the power to direct the activities of the VIE that most significantly impact the VIE\u2019s economic performance, or a variable interest that could potentially be significant, the Firm generally does not consolidate the VIE, but it records and reports these positions on its Consolidated balance sheets in the same manner it would record and report positions in respect of any other third-party transaction."}
-{"_id": "JPM20236935", "title": "JPM Tax credit vehicles", "text": "The Firm holds investments in unconsolidated tax credit vehicles, which are limited partnerships and similar entities that own and operate affordable housing, energy, and other projects. These entities are primarily considered VIEs. A third party is typically the general partner or managing member and has control over the significant activities of the tax credit vehicles, and accordingly the Firm does not consolidate tax credit vehicles. The Firm generally invests in these partnerships as a limited partner and earns a return primarily through the receipt of tax credits allocated to the projects. The maximum loss exposure, represented by equity investments and funding commitments, was $35.1 billion and $30.2 billion, of which $14.7 billion and $10.6 billion was unfunded at December 31, 2023 and 2022, respectively. The Firm assesses each project and to reduce the risk of loss, may withhold varying amounts of its capital investment until the project qualifies for tax credits. Refer to Note 25 for further information on affordable housing tax credits and Note 28 for more information on off-balance sheet lending-related commitments."}
-{"_id": "JPM20236937", "title": "JPM Customer municipal bond vehicles (TOB trusts)", "text": "The Firm may provide various services to customer TOB trusts, including remarketing agent, liquidity or tender option provider. In certain customer TOB transactions, the Firm, as liquidity provider, has entered into a reimbursement agreement with the Residual holder. In those transactions, upon the termination of the vehicle, the Firm has recourse to the third-party Residual holders for any shortfall. The Firm does not have any intent to protect Residual holders from potential losses on any of the underlying municipal bonds. The Firm does not consolidate customer TOB trusts, since the Firm does not have the power to make decisions that significantly impact the economic performance of the municipal bond vehicle."}
-{"_id": "JPM20236938", "title": "JPM Customer municipal bond vehicles (TOB trusts)", "text": "The Firm\u2019s maximum exposure as a liquidity provider to customer TOB trusts at December 31, 2023 and 2022, was $5.1 billion and $5.8 billion, respectively. The fair value of assets held by such VIEs at December 31, 2023 and 2022 was $7.3 billion and $8.2 billion respectively."}
-{"_id": "JPM20236940", "title": "JPM Loan securitizations", "text": "The Firm has securitized and sold a variety of loans, including residential mortgages, credit card receivables, commercial mortgages and other consumer loans. The purposes of these securitization transactions were to satisfy investor demand and to generate liquidity for the Firm."}
-{"_id": "JPM20236941", "title": "JPM Loan securitizations", "text": "For loan securitizations in which the Firm is not required to consolidate the trust, the Firm records the transfer of the loan receivable to the trust as a sale when all of the following accounting criteria for a sale are met: (1) the transferred financial assets are legally isolated from the Firm\u2019s creditors; (2) the transferee or beneficial interest holder can pledge or exchange the transferred financial assets; and (3) the Firm does not maintain effective control over the transferred financial assets (e.g., the Firm cannot repurchase the transferred assets before their maturity and it does not have the ability to unilaterally cause the holder to return the transferred assets)."}
-{"_id": "JPM20236942", "title": "JPM Loan securitizations", "text": "For loan securitizations accounted for as a sale, the Firm recognizes a gain or loss based on the difference between the value of proceeds received (including cash, beneficial interests, or servicing assets received) and the carrying value of the assets sold. Gains and losses on securitizations are reported in noninterest revenue."}
-{"_id": "JPM20236952", "title": "JPM Securitization activity", "text": "The following table provides information related to the Firm\u2019s securitization activities for the years ended December 31, 2023, 2022 and 2021, related to assets held in Firm-sponsored securitization entities that were not consolidated by the Firm, and where sale accounting was achieved at the time of the securitization. ######2023########2022########2021## Year ended December 31, (in millions)####Residential mortgage(d)####Commercial and other(e)####Residential mortgage(d)####Commercial and other(e)####Residential mortgage(d)####Commercial and other(e) Principal securitized##$##7,678##$##3,901##$##10,218##$##9,036##$##23,876##$##14,917 All cash flows during the period:(a)######################## Proceeds received from loan sales as financial instruments(b)(c)##$##7,251##$##3,896##$##9,783##$##8,921##$##24,450##$##15,044 Servicing fees collected####24####5####62####2####153####1 Cash flows received on interests####325####425####489####285####578####273"}
-{"_id": "JPM20236953", "title": "JPM Securitization activity", "text": "(a)Excludes re-securitization transactions."}
-{"_id": "JPM20236954", "title": "JPM Securitization activity", "text": "(b)Predominantly includes Level 2 assets."}
-{"_id": "JPM20236955", "title": "JPM Securitization activity", "text": "(c)The carrying value of the loans accounted for at fair value approximated the proceeds received upon loan sale."}
-{"_id": "JPM20236956", "title": "JPM Securitization activity", "text": "(d)Represents prime mortgages. Excludes loan securitization activity related to U.S. GSEs and government agencies."}
-{"_id": "JPM20236957", "title": "JPM Securitization activity", "text": "(e)Includes commercial mortgage and other consumer loans."}
-{"_id": "JPM20236965", "title": "JPM Securitization activity", "text": "Key assumptions used to value retained interests originated during the year are shown in the table below. Year ended December 31,##2023######2022####2021## ######Residential mortgage retained interest:######## Weighted-average life (in years)##9.6######10.8####3.9## Weighted-average discount rate##4.8##%####4.0##%##3.3##% ##Commercial mortgage retained interest:############ Weighted-average life (in years)##3.0######5.9####6.0## Weighted-average discount rate##4.6##%####2.9##%##1.2##%"}
-{"_id": "JPM20236966", "title": "JPM Securitization activity", "text": "Loans and excess MSRs sold to U.S. government-sponsored enterprises and loans in securitization transactions pursuant to Ginnie Mae guidelines"}
-{"_id": "JPM20236967", "title": "JPM Securitization activity", "text": "In addition to the amounts reported in the securitization activity tables above, the Firm, in the normal course of business, sells originated and purchased mortgage loans and certain originated excess MSRs on a nonrecourse basis, predominantly to U.S. GSEs. These loans and excess MSRs are sold primarily for the purpose of securitization by the U.S. GSEs, who provide certain guarantee provisions (e.g., credit enhancement of the loans). The Firm also sells loans into securitization transactions pursuant to Ginnie Mae guidelines; these loans are typically insured or guaranteed by another U.S. government agency. The Firm does not consolidate the securitization vehicles underlying these transactions as it is not the primary beneficiary. For a limited number of loan sales, the Firm is obligated to share a portion of the credit risk associated with the sold loans with the purchaser. Refer to Note 28 for additional information about the Firm\u2019s loan sales- and securitization-related indemnifications and Note 15 for additional information about the impact of the Firm\u2019s sale of certain excess MSRs."}
-{"_id": "JPM20236976", "title": "JPM Notes to consolidated financial statements", "text": "The following table summarizes the activities related to loans sold to the U.S. GSEs, and loans in securitization transactions pursuant to Ginnie Mae guidelines. Year ended December 31, (in millions)####2023####2022####2021 Carrying value of loans sold##$##19,906##$##48,891##$##105,035 Proceeds received from loan sales as cash##$##300##$##22##$##161 Proceeds from loan sales as securities(a)(b)####19,389####48,096####103,286 Total proceeds received from loan sales(c)##$##19,689##$##48,118##$##103,447 Gains/(losses) on loan sales(d)(e)##$##\u2014##$##(25)##$##9"}
-{"_id": "JPM20236977", "title": "JPM Notes to consolidated financial statements", "text": "(a)Includes securities from U.S. GSEs and Ginnie Mae that are generally sold shortly after receipt or retained as part of the Firm\u2019s investment securities portfolio."}
-{"_id": "JPM20236978", "title": "JPM Notes to consolidated financial statements", "text": "(b)Included in level 2 assets."}
-{"_id": "JPM20236979", "title": "JPM Notes to consolidated financial statements", "text": "(c)Excludes the value of MSRs retained upon the sale of loans."}
-{"_id": "JPM20236980", "title": "JPM Notes to consolidated financial statements", "text": "(d)Gains/(losses) on loan sales include the value of MSRs."}
-{"_id": "JPM20236981", "title": "JPM Notes to consolidated financial statements", "text": "(e)The carrying value of the loans accounted for at fair value approximated the proceeds received upon loan sale."}
-{"_id": "JPM20236983", "title": "JPM Options to repurchase delinquent loans", "text": "In addition to the Firm\u2019s obligation to repurchase certain loans due to material breaches of representations and warranties as discussed in Note 28, the Firm also has the option to repurchase delinquent loans that it services for Ginnie Mae loan pools, as well as for other U.S. government agencies under certain arrangements. The Firm typically"}
-{"_id": "JPM20236984", "title": "JPM Options to repurchase delinquent loans", "text": "elects to repurchase delinquent loans from Ginnie Mae loan pools as it continues to service them and/or manage the foreclosure process in accordance with the applicable requirements, and such loans continue to be insured or guaranteed. When the Firm\u2019s repurchase option becomes exercisable, such loans must be reported on the Consolidated balance sheets as a loan with a corresponding liability. Refer to Note 12 for additional information."}
-{"_id": "JPM20236989", "title": "JPM Options to repurchase delinquent loans", "text": "The following table presents loans the Firm repurchased or had an option to repurchase, real estate owned, and foreclosed government-guaranteed residential mortgage loans recognized on the Firm\u2019s Consolidated balance sheets as of December 31, 2023 and 2022. Substantially all of the loans and real estate owned are insured or guaranteed by U.S. government agencies. December 31, (in millions)####2023####2022 Loans repurchased or option to repurchase(a)##$##597##$##839 Real estate owned####8####10 Foreclosed government-guaranteed residential mortgage loans(b)####22####27"}
-{"_id": "JPM20236990", "title": "JPM Options to repurchase delinquent loans", "text": "(a)Predominantly all of these amounts relate to loans that have been repurchased from Ginnie Mae loan pools."}
-{"_id": "JPM20236991", "title": "JPM Options to repurchase delinquent loans", "text": "(b)Relates to voluntary repurchases of loans, which are included in accrued interest and accounts receivable."}
-{"_id": "JPM20237001", "title": "JPM Loan delinquencies and liquidation losses", "text": "The table below includes information about components of and delinquencies related to nonconsolidated securitized financial assets held in Firm-sponsored private-label securitization entities, in which the Firm has continuing involvement as of December 31, 2023 and 2022. As of or for the year ended December 31, (in millions)######Securitized assets########90 days past due########Net liquidation losses / (recoveries)## ####2023####2022####2023####2022####2023####2022 Securitized loans######################## Residential mortgage:######################## Prime/ Alt-A & option ARMs##$##39,319##$##37,058##$##440##$##511##$##14##$##(29) Subprime####1,312####1,743####131####212####5####(1) Commercial and other####120,262####127,037####2,874####948####60####50 Total loans securitized##$##160,893##$##165,838##$##3,445##$##1,671##$##79##$##20"}
-{"_id": "JPM20237005", "title": "JPM Goodwill", "text": "Goodwill is recorded upon completion of a business combination as the difference between the purchase price and the fair value of the net assets acquired, and can be adjusted up to one year from the acquisition date as additional information pertaining to facts and circumstances that existed as of the acquisition date is obtained about the fair value of assets acquired and liabilities assumed. Subsequent to initial recognition, goodwill is not amortized but is tested for impairment during the fourth quarter of each fiscal year, or more often if events or circumstances, such as adverse changes in the business climate, indicate that there may be an impairment."}
-{"_id": "JPM20237013", "title": "JPM Goodwill", "text": "The goodwill associated with each business combination is allocated to the related reporting units, which are generally determined based on how the Firm\u2019s businesses are managed and how they are reviewed. The following table presents goodwill attributed to the reportable business segments and Corporate. December 31, (in millions)####2023####2022####2021 Consumer & Community Banking##$##32,116##$##32,121##$##31,474 Corporate & Investment Bank####8,266####8,008####7,906 Commercial Banking####2,985####2,985####2,986 Asset & Wealth Management####8,582####7,902####7,222 Corporate####685####646####727 Total goodwill##$##52,634##$##51,662##$##50,315"}
-{"_id": "JPM20237020", "title": "JPM Goodwill", "text": "The following table presents changes in the carrying amount of goodwill. Year ended December 31, (in millions)####2023####2022####2021 Balance at beginning of period##$##51,662##$##50,315##$##49,248 Changes during the period from:############ Business combinations(a)####917####1,426####1,073 Other(b)####55####(79)####(6) Balance at December 31,##$##52,634##$##51,662##$##50,315"}
-{"_id": "JPM20237021", "title": "JPM Goodwill", "text": "(a)For 2023, predominantly represents estimated goodwill associated with the acquisition of the remaining 51% interest in CIFM in AWM and the acquisition of Aumni Inc. in CIB. For 2022, represents estimated goodwill associated with the acquisitions of Global Shares PLC in AWM, Frosch Travel Group, LLC and Figg, Inc. in CCB, and Renovite Technologies, Inc. and Volkswagen Payments S.A. in CIB. For 2021, represents goodwill associated with the acquisitions of Nutmeg in Corporate, OpenInvest and Campbell Global in AWM, and Frank and The Infatuation in CCB."}
-{"_id": "JPM20237022", "title": "JPM Goodwill", "text": "(b)Predominantly foreign currency adjustments."}
-{"_id": "JPM20237024", "title": "JPM Goodwill impairment testing", "text": "The Firm\u2019s goodwill was not impaired at December 31, 2023, 2022 and 2021."}
-{"_id": "JPM20237025", "title": "JPM Goodwill impairment testing", "text": "The goodwill impairment test is generally performed by comparing the current fair value of each reporting unit with its carrying value. If the fair value is in excess of the carrying value, then the reporting unit\u2019s goodwill is considered not to be impaired. If the fair value is less than the carrying value, then an impairment is recognized for the amount by which the reporting unit\u2019s carrying value exceeds its fair value, up to the amount of goodwill allocated to that reporting unit."}
-{"_id": "JPM20237026", "title": "JPM Goodwill impairment testing", "text": "The Firm uses the reporting units\u2019 allocated capital plus goodwill and other intangible assets as a proxy for the carrying values of equity for the reporting units in the goodwill impairment testing. Reporting unit equity is determined on a similar basis as the allocation of capital to the LOBs which takes into consideration a variety of factors including capital levels of similarly rated peers and applicable regulatory capital requirements. LOB\u2019s allocated capital levels are incorporated into the Firm\u2019s annual budget process, which is reviewed by the Firm\u2019s Board of Directors and Operating Committee. Allocated capital is further reviewed at least annually and updated as needed."}
-{"_id": "JPM20237027", "title": "JPM Goodwill impairment testing", "text": "The primary method the Firm uses to estimate the fair value of its reporting units is the income approach. This approach projects cash flows for the forecast period and uses the perpetuity growth method to calculate terminal values. These cash flows and terminal values, which are based on the reporting units\u2019 annual budgets and forecasts are then discounted using an appropriate discount rate. The discount rate used for each reporting unit represents an estimate of the cost of equity for that reporting unit and is determined considering the Firm\u2019s overall estimated cost of equity (estimated using the Capital Asset Pricing Model), as adjusted for the risk characteristics specific to each reporting unit (for example, for higher levels of risk or uncertainty associated with the business or management\u2019s forecasts and assumptions). To assess the reasonableness of the discount rates used for each reporting unit, management compares the discount rate to the estimated cost of equity for publicly traded institutions with similar businesses and risk characteristics. In addition, the weighted average cost of equity (aggregating the various reporting units) is compared with the Firm\u2019s overall estimated cost of equity for reasonableness. The valuations derived from the discounted cash flow analysis are then compared with market-based trading and transaction multiples for relevant competitors. Trading and transaction comparables are used as general indicators to assess the overall reasonableness of the estimated fair values, although precise conclusions generally cannot be drawn due to the differences that naturally exist between the Firm\u2019s businesses and competitor institutions."}
-{"_id": "JPM20237028", "title": "JPM Goodwill impairment testing", "text": "The Firm also takes into consideration a comparison between the aggregate fair values of the Firm\u2019s reporting"}
-{"_id": "JPM20237031", "title": "JPM Notes to consolidated financial statements", "text": "units and JPMorgan Chase\u2019s market capitalization. In evaluating this comparison, the Firm considers several factors, including (i) a control premium that would exist in a market transaction, (ii) factors related to the level of execution risk that would exist at the Firmwide level that do not exist at the reporting unit level and (iii) short-term market volatility and other factors that do not directly affect the value of individual reporting units."}
-{"_id": "JPM20237032", "title": "JPM Notes to consolidated financial statements", "text": "Unanticipated declines in business performance, increases in credit losses, increases in capital requirements, as well as deterioration in economic or market conditions, adverse regulatory or legislative changes or increases in the estimated market cost of equity, could cause the estimated fair values of the Firm\u2019s reporting units to decline in the future, which could result in a material impairment loss to earnings in a future period related to some portion of the associated goodwill."}
-{"_id": "JPM20237034", "title": "JPM Mortgage servicing rights", "text": "MSRs represent the fair value of expected future cash flows for performing servicing activities for others. The fair value considers estimated future servicing fees and ancillary revenue, offset by estimated costs to service the loans, and generally declines over time as net servicing cash flows are received, effectively amortizing the MSR asset against contractual servicing and ancillary fee income. MSRs are either purchased from third parties or recognized upon sale or securitization of mortgage loans if servicing is retained."}
-{"_id": "JPM20237035", "title": "JPM Mortgage servicing rights", "text": "As permitted by U.S. GAAP, the Firm has elected to account for its MSRs at fair value. The Firm treats its MSRs as a single class of servicing assets based on the availability of market inputs used to measure the fair value of its MSR asset and its treatment of MSRs as one aggregate pool for risk management purposes. The Firm estimates the fair value of MSRs using an option-adjusted spread (\u201cOAS\u201d) model, which projects MSR cash flows over multiple interest rate scenarios in conjunction with the Firm\u2019s prepayment model, and then discounts these cash flows at risk-adjusted rates. The model considers portfolio characteristics, contractually specified servicing fees, prepayment assumptions, delinquency rates, costs to service, late charges and other ancillary revenue, and other economic factors. The Firm compares fair value estimates and assumptions to observable market data where available, and also considers recent market activity and actual portfolio experience."}
-{"_id": "JPM20237037", "title": "JPM 270 JPMorgan Chase & Co./2023 Form 10-K", "text": "The fair value of MSRs is sensitive to changes in interest rates, including their effect on prepayment speeds. MSRs typically decrease in value when interest rates decline because declining interest rates tend to increase prepayments and therefore reduce the expected life of the net servicing cash flows that comprise the MSR asset. Conversely, securities (e.g., mortgage-backed securities), and certain derivatives (e.g., those for which the Firm"}
-{"_id": "JPM20237038", "title": "JPM 270 JPMorgan Chase & Co./2023 Form 10-K", "text": "receives fixed-rate interest payments) increase in value when interest rates decline. JPMorgan Chase uses combinations of derivatives and securities to manage the risk of changes in the fair value of MSRs. The intent is to offset any interest-rate related changes in the fair value of MSRs with changes in the fair value of the related risk management instruments."}
-{"_id": "JPM20237060", "title": "JPM 270 JPMorgan Chase & Co./2023 Form 10-K", "text": "The following table summarizes MSR activity for the years ended December 31, 2023, 2022 and 2021. As of or for the year ended December 31, (in millions, except where otherwise noted)####2023####2022####2021 Fair value at beginning of period##$##7,973##$##5,494##$##3,276 MSR activity:############ Originations of MSRs####253####798####1,659 Purchase of MSRs(a)####1,028####1,400####1,363 Disposition of MSRs(b)####(188)####(822)####(114) Net additions/(dispositions)####1,093####1,376####2,908 Changes due to collection/realization of expected cash flows####(1,011)####(936)####(788) Changes in valuation due to inputs and assumptions:############ Changes due to market interest rates and other(c)####424####2,022####404 Changes in valuation due to other inputs and assumptions:############ Projected cash flows (e.g., cost to service)####(22)####14####109 Discount rates####14####\u2014####\u2014 Prepayment model changes and other(d)####51####3####(415) Total changes in valuation due to other inputs and assumptions####43####17####(306) Total changes in valuation due to inputs and assumptions####467####2,039####98 Fair value at December 31,##$##8,522##$##7,973##$##5,494 Change in unrealized gains/(losses) included in income related to MSRs held at December 31,##$##467##$##2,039##$##98 Contractual service fees, late fees and other ancillary fees included in income####1,590####1,535####1,298 Third-party mortgage loans serviced at December 31, (in billions)####632####584####520 Servicer advances, net of an allowance for uncollectible amounts, at December 31(e)####659####758####1,611"}
-{"_id": "JPM20237061", "title": "JPM 270 JPMorgan Chase & Co./2023 Form 10-K", "text": "(a)Includes purchase price adjustments associated with MSRs purchased, primarily as a result of loans that prepaid within 90 days of settlement, allowing the Firm to recover the purchase price."}
-{"_id": "JPM20237062", "title": "JPM 270 JPMorgan Chase & Co./2023 Form 10-K", "text": "(b)Includes excess MSRs transferred to agency-sponsored trusts in exchange for stripped mortgage-backed securities (\u201cSMBS\u201d). In each transaction, a portion of the SMBS was acquired by third parties at the transaction date; the Firm acquired the remaining balance of those SMBS as trading securities."}
-{"_id": "JPM20237063", "title": "JPM 270 JPMorgan Chase & Co./2023 Form 10-K", "text": "(c)Represents both the impact of changes in estimated future prepayments due to changes in market interest rates, and the difference between actual and expected prepayments."}
-{"_id": "JPM20237064", "title": "JPM 270 JPMorgan Chase & Co./2023 Form 10-K", "text": "(d)Represents changes in prepayments other than those attributable to changes in market interest rates."}
-{"_id": "JPM20237065", "title": "JPM 270 JPMorgan Chase & Co./2023 Form 10-K", "text": "(e)Represents amounts the Firm pays as the servicer (e.g., scheduled principal and interest, taxes and insurance), which will generally be reimbursed within a short period of time after the advance from future cash flows from the trust or the underlying loans. The Firm\u2019s credit risk associated with these servicer advances is minimal because reimbursement of the advances is typically senior to all cash payments to investors. In addition, the Firm maintains the right to stop payment to investors if the collateral is insufficient to cover the advance. However, certain of these servicer advances may not be recoverable if they were not made in accordance with applicable rules and agreements."}
-{"_id": "JPM20237085", "title": "JPM Notes to consolidated financial statements", "text": "The following table presents the components of mortgage fees and related income (including the impact of MSR risk management activities) for the years ended December 31, 2023, 2022 and 2021. Year ended December 31, (in millions)####2023####2022####2021 CCB mortgage fees and related income############ Production revenue##$##421##$##497##$##2,215 Net mortgage servicing revenue:############ Operating revenue:############ Loan servicing revenue####1,634####1,582####1,257 Changes in MSR asset fair value due to collection/realization of expected cash flows####(1,011)####(936)####(788) Total operating revenue####623####646####469 Risk management:############ Changes in MSR asset fair value due to market interest rates and other(a)####424####2,022####404 Other changes in MSR asset fair value due to other inputs and assumptions in model(b)####43####17####(306) Change in derivative fair value and other####(336)####(1,946)####(623) Total risk management####131####93####(525) Total net mortgage servicing revenue####754####739####(56) Total CCB mortgage fees and related income####1,175####1,236####2,159 All other####1####14####11 Mortgage fees and related income##$##1,176##$##1,250##$##2,170"}
-{"_id": "JPM20237086", "title": "JPM Notes to consolidated financial statements", "text": "(a)Represents both the impact of changes in estimated future prepayments due to changes in market interest rates, and the difference between actual and expected prepayments."}
-{"_id": "JPM20237087", "title": "JPM Notes to consolidated financial statements", "text": "(b)Represents the aggregate impact of changes in model inputs and assumptions such as projected cash flows (e.g., cost to service), discount rates and changes in prepayments other than those attributable to changes in market interest rates (e.g., changes in prepayments due to changes in home prices)."}
-{"_id": "JPM20237088", "title": "JPM Notes to consolidated financial statements", "text": "Changes in fair value based on variations in assumptions generally cannot be easily extrapolated, because the relationship of the change in the assumptions to the change in fair value are often highly interrelated and may not be linear. In the following table, the effect that a change in a particular assumption may have on the fair value is calculated without changing any other assumption. In reality, changes in one factor may result in changes in another, which would either magnify or counteract the impact of the initial change."}
-{"_id": "JPM20237096", "title": "JPM Notes to consolidated financial statements", "text": "The table below outlines the key economic assumptions used to determine the fair value of the Firm\u2019s MSRs at December 31, 2023 and 2022, and outlines the sensitivities of those fair values to immediate adverse changes in those assumptions, as defined below. December 31, (in millions, except rates)####2023######2022## Weighted-average prepayment speed assumption (constant prepayment rate)####6.29##%####6.12##% Impact on fair value of 10% adverse change##$##(206)####$##(183)## Impact on fair value of 20% adverse change####(401)######(356)## Weighted-average option adjusted spread(a)####6.10##%####5.77##% Impact on fair value of 100 basis points adverse change##$##(369)####$##(341)## Impact on fair value of 200 basis points adverse change####(709)######(655)##"}
-{"_id": "JPM20237097", "title": "JPM Notes to consolidated financial statements", "text": "(a)Includes the impact of operational risk and regulatory capital."}
-{"_id": "JPM20237100", "title": "JPM Other intangible assets", "text": "The Firm\u2019s finite-lived and indefinite-lived other intangible assets are initially recorded at their fair value primarily upon completion of a business combination. Subsequently, the Firm\u2019s finite-lived intangible assets, including core deposit intangibles, customer relationship intangibles, and certain other intangible assets, are amortized over their useful lives, estimated based on the expected future economic benefits to the Firm of the intangible asset. The Firm\u2019s intangible assets with indefinite lives, such as asset management contracts, are not subject to amortization and are assessed periodically for impairment."}
-{"_id": "JPM20237101", "title": "JPM Other intangible assets", "text": "As of December 31, 2023 and 2022, the gross carrying values of other intangible assets were $4.2 billion and $1.9 billion, respectively, and the accumulated amortization was $994 million and $679 million, respectively."}
-{"_id": "JPM20237102", "title": "JPM Other intangible assets", "text": "As of December 31, 2023 and 2022, the net carrying values consist of finite-lived intangible assets of $2.0 billion and $707 million, respectively, as well as indefinite-lived intangible assets, which are not subject to amortization, of $1.2 billion and $517 million, respectively."}
-{"_id": "JPM20237103", "title": "JPM Other intangible assets", "text": "As of December 31, 2023, other intangible assets reflected core deposit and certain wealth management customer relationship intangibles related to the First Republic acquisition, and asset management contracts related to the Firm\u2019s acquisition of the remaining 51% interest in CIFM. Refer to Note 34 for additional information on the First Republic acquisition."}
-{"_id": "JPM20237104", "title": "JPM Other intangible assets", "text": "As of December 31, 2023 and 2022, amortization expense was $315 million and $145 million, respectively."}
-{"_id": "JPM20237111", "title": "JPM Other intangible assets", "text": "The following table presents estimated future amortization expense. December 31, (millions)####Finite-lived intangible assets 2024##$##330 2025####294 2026####290 2027####288 2028####272"}
-{"_id": "JPM20237113", "title": "JPM Impairment testing", "text": "The Firm\u2019s finite-lived and indefinite-lived other intangible assets are assessed for impairment annually or more often if events or changes in circumstances indicate that the asset might be impaired. Once the Firm determines that an impairment exists for an intangible asset, the impairment is recognized in other expense."}
-{"_id": "JPM20237117", "title": "JPM Note 16 \u2013 Premises and equipment", "text": "Premises and equipment includes land carried at cost, as well as buildings, leasehold improvements, internal-use software and furniture and equipment carried at cost less accumulated depreciation and amortization. The Firm\u2019s operating lease right-of-use assets are also included in Premises and equipment. Refer to Note 18 for a further discussion of the Firm\u2019s right-of-use assets."}
-{"_id": "JPM20237123", "title": "JPM Note 16 \u2013 Premises and equipment", "text": "The following table presents certain components of Premises and equipment. December 31, (in millions)####2023####2022 Land, buildings and leasehold improvements##$##14,862##$##13,486 Right-of-use assets(a)####7,917####7,432 Other premises and equipment(b)####7,378####6,816 Total premises and equipment##$##30,157##$##27,734"}
-{"_id": "JPM20237124", "title": "JPM Note 16 \u2013 Premises and equipment", "text": "(a)Excluded $514 million and $350 million of right-of-use assets that were recorded in Other assets at December 31, 2023 and 2022, respectively."}
-{"_id": "JPM20237125", "title": "JPM Note 16 \u2013 Premises and equipment", "text": "(b)Other premises and equipment is comprised of internal-use software and furniture and equipment."}
-{"_id": "JPM20237126", "title": "JPM Note 16 \u2013 Premises and equipment", "text": "JPMorgan Chase computes depreciation using the straight-line method over the estimated useful life for buildings and furniture and equipment. The Firm depreciates leasehold improvements over the lesser of the remainder of the lease term or the estimated useful life. The Firm also capitalizes certain costs associated with the acquisition or development of internal-use software. Once the software is ready for its intended use, these costs are amortized on a straight-line basis over the software\u2019s expected useful life. The estimated useful lives range from 10 to 50 years for buildings and leasehold improvements, and 3 to 10 years for internal-use software and furniture and equipment."}
-{"_id": "JPM20237127", "title": "JPM Note 16 \u2013 Premises and equipment", "text": "Impairment is assessed when events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable."}
-{"_id": "JPM20237139", "title": "JPM Note 17 \u2013 Deposits", "text": "As of December 31, 2023 and 2022, noninterest-bearing and interest-bearing deposits were as follows. December 31, (in millions)####2023####2022 U.S. offices######## Noninterest-bearing (included $75,393 and $26,363 at fair value)(a)##$##643,748##$##644,902 Interest-bearing (included $573 and $586 at fair value)(a)####1,303,100####1,276,346 Total deposits in U.S. offices####1,946,848####1,921,248 Non-U.S. offices######## Noninterest-bearing (included $1,737 and $1,398 at fair value)(a)####23,097####27,005 Interest-bearing (included $681 and $273 at fair value)(a)####430,743####391,926 Total deposits in non-U.S. offices####453,840####418,931 Total deposits##$##2,400,688##$##2,340,179"}
-{"_id": "JPM20237140", "title": "JPM Note 17 \u2013 Deposits", "text": "(a)Includes structured notes classified as deposits for which the fair value option has been elected. Refer to Note 3 for further discussion."}
-{"_id": "JPM20237145", "title": "JPM Note 17 \u2013 Deposits", "text": "As of December 31, 2023 and 2022, time deposits in denominations that met or exceeded the insured limit were as follows. December 31, (in millions)####2023####2022 U.S. offices##$##132,654##$##64,622 Non-U.S. offices(a)####90,187####77,907 Total##$##222,841##$##142,529"}
-{"_id": "JPM20237146", "title": "JPM Note 17 \u2013 Deposits", "text": "(a)Represents all time deposits in non-U.S. offices as these deposits typically exceed the insured limit."}
-{"_id": "JPM20237156", "title": "JPM Note 17 \u2013 Deposits", "text": "As of December 31, 2023, the remaining maturities of interest-bearing time deposits were as follows. December 31, (in millions)############ ####U.S.####Non-U.S.####Total 2024##$##194,895##$##86,971##$##281,866 2025####742####180####922 2026####243####21####264 2027####140####35####175 2028####136####992####1,128 After 5 years####475####251####726 Total##$##196,631##$##88,450##$##285,081"}
-{"_id": "JPM20237160", "title": "JPM Firm as lessee", "text": "At December 31, 2023, JPMorgan Chase and its subsidiaries were obligated under a number of noncancellable leases, predominantly operating leases for premises and equipment used primarily for business purposes. These leases generally have terms of 20 years or less, determined based on the contractual maturity of the lease, and include periods covered by options to extend or terminate the lease when the Firm is reasonably certain that it will exercise those options. All leases with lease terms greater than twelve months are reported as a lease liability with a corresponding right-of-use (\u201cROU\u201d) asset. None of these lease agreements impose restrictions on the Firm\u2019s ability to pay dividends, engage in debt or equity financing transactions or enter into further lease agreements. Certain of these leases contain escalation clauses that will increase rental payments based on maintenance, utility and tax increases, which are non-lease components. The Firm elected not to separate lease and non-lease components of a contract for its real estate leases. As such, real estate lease payments represent payments on both lease and non-lease components."}
-{"_id": "JPM20237161", "title": "JPM Firm as lessee", "text": "Operating lease liabilities and ROU assets are recognized at the lease commencement date based on the present value of the future minimum lease payments over the lease term. The future lease payments are discounted at a rate that estimates the Firm\u2019s collateralized borrowing rate for financing instruments of a similar term and are included in accounts payable and other liabilities. The operating lease ROU assets, predominantly included in premises and equipment, also include any lease prepayments made, plus initial direct costs incurred, less any lease incentives received. Rental expense associated with operating leases is recognized on a straight-line basis over the lease term, and generally included in occupancy expense in the Consolidated statements of income."}
-{"_id": "JPM20237172", "title": "JPM Firm as lessee", "text": "The carrying values of the Firm\u2019s operating leases were as follows: December 31, (in millions, except where otherwise noted)############## ####2023########2022## Right-of-use assets##$####8,431##(a)##$####7,782 Lease liabilities####8,833####(b)####8,183## Weighted average remaining lease term (in years)####8.4########8.4## Weighted average discount rate####4.01##%######3.55##% Supplemental cash flow information############## Cash paid for amounts included in the measurement of lease liabilities - operating cash flows##$####1,662####$####1,613 Supplemental non-cash information############## Right-of-use assets obtained in exchange for operating lease obligations##$####2,094####$####1,435"}
-{"_id": "JPM20237173", "title": "JPM Firm as lessee", "text": "(a)Included $647 million of right-of-use assets associated with First Republic."}
-{"_id": "JPM20237179", "title": "JPM Firm as lessee", "text": "(b)Included $712 million of lease liabilities associated with First Republic. Year ended December 31, (in millions)####2023####2022 Rental expense######## Gross rental expense##$##2,079##$##2,079 Sublease rental income####(72)####(119) Net rental expense##$##2,007##$##1,960"}
-{"_id": "JPM20237190", "title": "JPM Firm as lessee", "text": "The following table presents future payments under operating leases as of December 31, 2023: Year ended December 31, (in millions)#### 2024##$##1,685 2025####1,576 2026####1,318 2027####1,169 2028####1,015 After 2028####3,767 Total future minimum lease payments####10,530 Less: Imputed interest####(1,697) Total##$##8,833"}
-{"_id": "JPM20237191", "title": "JPM Firm as lessee", "text": "In addition to the table above, as of December 31, 2023, the Firm had additional future operating lease commitments of $420 million that were signed but had not yet commenced. These operating leases will commence between 2024 and 2026 with lease terms up to 21 years."}
-{"_id": "JPM20237195", "title": "JPM Firm as lessor", "text": "The Firm provides auto and equipment lease financing to its customers through lease arrangements with lease terms that may contain renewal, termination and/or purchase options. The Firm\u2019s lease financings are predominantly auto operating leases. These assets subject to operating leases are recognized in other assets on the Firm\u2019s Consolidated balance sheets and are depreciated on a straight-line basis over the lease term to reduce the asset to its estimated residual value. Depreciation expense is included in technology, communications and equipment expense in the Consolidated statements of income. The Firm\u2019s lease income is generally recognized on a straight-line basis over the lease term and is included in other income in the Consolidated statements of income."}
-{"_id": "JPM20237196", "title": "JPM Firm as lessor", "text": "On a periodic basis, the Firm assesses leased assets for impairment, and if the carrying amount of the leased asset exceeds the undiscounted cash flows from the lease payments and the estimated residual value upon disposition of the leased asset, an impairment is recognized."}
-{"_id": "JPM20237197", "title": "JPM Firm as lessor", "text": "The risk of loss on auto and equipment leased assets relating to the residual value of the leased assets is monitored through projections of the asset residual values at lease origination and periodic review of residual values, and is mitigated through arrangements with certain manufacturers or lessees."}
-{"_id": "JPM20237201", "title": "JPM Firm as lessor", "text": "The following table presents the carrying value of assets subject to leases reported on the Consolidated balance sheets: December 31, (in millions)####2023####2022 Carrying value of assets subject to operating leases, net of accumulated depreciation##$##10,663##$##12,302 Accumulated depreciation####3,288####4,282"}
-{"_id": "JPM20237205", "title": "JPM Firm as lessor", "text": "The following table presents the Firm\u2019s operating lease income and the related depreciation expense on the Consolidated statements of income: Year ended December 31, (in millions)####2023####2022####2021 Operating lease income##$##2,843##$##3,654##$##4,914 Depreciation expense####1,778####2,475####3,380"}
-{"_id": "JPM20237214", "title": "JPM Firm as lessor", "text": "The following table presents future receipts under operating leases as of December 31, 2023: Year ended December 31, (in millions)#### 2024##$##1,868 2025####1,158 2026####451 2027####32 2028####9 After 2028####8 Total future minimum lease receipts##$##3,526"}
-{"_id": "JPM20237217", "title": "JPM Note 19 \u2013 Accounts payable and other liabilities", "text": "Accounts payable and other liabilities consist of brokerage payables, which include payables to customers and payables related to security purchases that did not settle, as well as other accrued expenses, such as compensation accruals, credit card rewards liability, operating lease liabilities, accrued interest payables, merchant servicing payables, income tax payables and litigation reserves."}
-{"_id": "JPM20237222", "title": "JPM Note 19 \u2013 Accounts payable and other liabilities", "text": "The following table presents the components of accounts payable and other liabilities. December 31, (in millions)####2023####2022 Brokerage payables##$##161,960##$##188,692 Other payables and liabilities(a)####128,347####111,449 Total accounts payable and other liabilities##$##290,307##$##300,141"}
-{"_id": "JPM20237223", "title": "JPM Note 19 \u2013 Accounts payable and other liabilities", "text": "(a) Includes credit card rewards liability of $13.2 billion and $11.3 billion at December 31, 2023 and 2022, respectively."}
-{"_id": "JPM20237224", "title": "JPM Note 19 \u2013 Accounts payable and other liabilities", "text": "The credit card rewards liability represents the estimated cost of rewards points earned and expected to be redeemed by cardholders. The liability is accrued as the cardholder earns the benefit and is reduced when the cardholder redeems points. The redemption rate and cost per point assumptions are key assumptions to estimate the liability and the current period impact is recognized in Card Income."}
-{"_id": "JPM20237225", "title": "JPM Note 19 \u2013 Accounts payable and other liabilities", "text": "Refer to Note 7, 18, 25 and 30 for additional information on accrued interest, operating lease liabilities, income taxes and litigation reserves, respectively."}
-{"_id": "JPM20237262", "title": "JPM Note 20 \u2013 Long-term debt", "text": "JPMorgan Chase issues long-term debt denominated in various currencies, predominantly U.S. dollars, with both fixed and variable interest rates. Included in senior and subordinated debt below are various equity-linked or other indexed instruments, which the Firm has elected to measure at fair value. Changes in fair value are recorded in principal transactions revenue in the Consolidated statements of income, except for unrealized gains/(losses) due to DVA which are recorded in OCI. The following table is a summary of long-term debt carrying values (including unamortized premiums and discounts, issuance costs, valuation adjustments and fair value adjustments, where applicable) by remaining contractual maturity as of December 31, 2023. By remaining maturity at December 31, (in millions, except rates)################2023##################2022## ######Under 1 year######1-5 years########After 5 years######Total########Total## Parent company#################################### Senior debt:##Fixed rate##$##5,981####$##86,113######$##108,890####$##200,984######$##194,515## ##Variable rate####131######5,989########1,985######8,105########11,565## ##Interest rates(f)####2.52##%####2.91##%######3.72##%####3.32##%######3.06##% Subordinated debt:##Fixed rate##$##2,976####$##5,886######$##8,863####$##17,725######$##19,693## ##Variable rate####\u2014######\u2014########\u2014######\u2014########\u2014## ##Interest rates(f)####3.88##%####4.88##%######4.69##%####4.62##%######4.50##% ##Subtotal##$##9,088####$##97,988######$##119,738####$##226,814######$##225,773## Subsidiaries#################################### Federal Home Loan Banks advances:##Fixed rate##$##13,940####$##9,269######$##37####$##23,246####(g)##$##93## ##Variable rate####4,000######14,000########\u2014######18,000########11,000## ##Interest rates(f)####4.59##%####5.12##%######6.06##%####4.89##%######4.32##% Purchase Money Note(a):##Fixed rate##$##\u2014####$##48,989######$##\u2014####$##48,989########NA## ##Interest rates(f)####\u2014##%####3.40##%######\u2014##%####3.40##%######NA## Senior debt:##Fixed rate##$##2,958####$##11,551######$##6,236####$##20,745######$##15,383## ##Variable rate####20,933######25,336########5,779######52,048########41,506## ##Interest rates(f)####4.28##%####5.41%########1.48##%####3.91##%######2.02##% Subordinated debt:##Fixed rate##$##255####$##\u2014######$##\u2014####$##255######$##262## ##Variable rate####\u2014######\u2014########\u2014######\u2014########\u2014## ##Interest rates(f)####8.25##%####\u2014##%######\u2014##%####8.25##%######8.25##% ##Subtotal##$##42,086####$##109,145######$##12,052####$##163,283######$##68,244## Junior subordinated debt:##Fixed rate##$##\u2014####$##\u2014######$##518####$##518######$##550## ##Variable rate####\u2014######420########790######1,210########1,298## ##Interest rates(f)####\u2014##%####6.18##%######7.45##%####7.14##%######6.33##% ##Subtotal##$##\u2014####$##420######$##1,308####$##1,728######$##1,848## Total long-term debt(b)(c)(d)####$##51,174####$##207,553######$##133,098####$##391,825####(h)(i)##$##295,865## Long-term beneficial interests:#################################### ##Fixed rate##$##\u2014####$##2,998######$##\u2014####$##2,998######$##1,999## ##Variable rate####\u2014######\u2014########125######125########143## ##Interest rates(f)####\u2014##%####4.74##%######3.45##%####4.69##%######2.81##% Total long-term beneficial interests(e)####$##\u2014####$##2,998######$##125####$##3,123######$##2,142##"}
-{"_id": "JPM20237263", "title": "JPM Note 20 \u2013 Long-term debt", "text": "(a)Reflects the Purchase Money Note associated with the First Republic acquisition. Refer to Note 34 for additional information."}
-{"_id": "JPM20237264", "title": "JPM Note 20 \u2013 Long-term debt", "text": "(b)Included long-term debt of $93.0 billion and $13.8 billion secured by assets totaling $218.5 billion and $208.3 billion at December 31, 2023 and 2022, respectively. The amount of long-term debt secured by assets does not include amounts related to hybrid instruments."}
-{"_id": "JPM20237265", "title": "JPM Note 20 \u2013 Long-term debt", "text": "(c)Included $87.9 billion and $72.3 billion of long-term debt accounted for at fair value at December 31, 2023 and 2022, respectively."}
-{"_id": "JPM20237266", "title": "JPM Note 20 \u2013 Long-term debt", "text": "(d)Included $12.5 billion and $10.3 billion of outstanding zero-coupon notes at December 31, 2023 and 2022, respectively. The aggregate principal amount of these notes at their respective maturities is $47.9 billion and $45.3 billion, respectively. The aggregate principal amount reflects the contractual principal payment at maturity, which may exceed the contractual principal payment at the Firm\u2019s next call date, if applicable."}
-{"_id": "JPM20237267", "title": "JPM Note 20 \u2013 Long-term debt", "text": "(e)Included on the Consolidated balance sheets in beneficial interests issued by consolidated VIEs. Also included amounts accounted for at fair value which were not material as of December 31, 2023 and 2022. Excluded short-term commercial paper and other short-term beneficial interests of $19.9 billion and $10.5 billion at December 31, 2023 and 2022, respectively."}
-{"_id": "JPM20237268", "title": "JPM Note 20 \u2013 Long-term debt", "text": "(f)The interest rates shown are the weighted average of contractual rates in effect at December 31, 2023 and 2022, respectively, including non-U.S. dollar fixed- and variable-rate issuances, which excludes the effects of the associated derivative instruments used in hedge accounting relationships, if applicable. The interest rates shown exclude structured notes accounted for at fair value."}
-{"_id": "JPM20237269", "title": "JPM Note 20 \u2013 Long-term debt", "text": "(g)As of December 31, 2023, included $23.2 billion of FHLB advances associated with First Republic. Refer to Note 34 for additional information."}
-{"_id": "JPM20237270", "title": "JPM Note 20 \u2013 Long-term debt", "text": "(h)As of December 31, 2023, long-term debt in the aggregate of $208.2 billion was redeemable at the option of JPMorgan Chase, in whole or in part, prior to maturity, based on the terms specified in the respective instruments."}
-{"_id": "JPM20237271", "title": "JPM Note 20 \u2013 Long-term debt", "text": "(i)The aggregate carrying values of debt that matures in each of the five years subsequent to 2023 is $51.2 billion in 2024, $53.5 billion in 2025, $48.7 billion in 2026, $26.2 billion in 2027 and $79.0 billion in 2028."}
-{"_id": "JPM20237273", "title": "JPM 278 JPMorgan Chase & Co./2023 Form 10-K", "text": "The weighted-average contractual interest rates for total long-term debt excluding structured notes accounted for at fair value were 3.65% and 3.26% as of December 31, 2023 and 2022, respectively. In order to modify exposure to interest rate and currency exchange rate movements, JPMorgan Chase utilizes derivative instruments, primarily interest rate and cross-currency interest rate swaps, in conjunction with some of its debt issuances. The use of these instruments modifies the Firm\u2019s interest expense on the associated debt. The modified weighted-average interest rates for total long-term debt, including the effects of related derivative instruments, were 5.20% and 4.89% as of December 31, 2023 and 2022, respectively."}
-{"_id": "JPM20237274", "title": "JPM 278 JPMorgan Chase & Co./2023 Form 10-K", "text": "JPMorgan Chase & Co. has guaranteed certain long-term debt of its subsidiaries, including structured notes. These guarantees rank pari passu with the Firm\u2019s other unsecured and unsubordinated indebtedness. The amount of such guaranteed long-term debt and structured notes was $41.1 billion and $28.2 billion at December 31, 2023 and 2022, respectively."}
-{"_id": "JPM20237275", "title": "JPM 278 JPMorgan Chase & Co./2023 Form 10-K", "text": "The Firm\u2019s unsecured debt does not contain requirements that would call for an acceleration of payments, maturities or changes in the structure of the existing debt, provide any limitations on future borrowings or require additional collateral, based on unfavorable changes in the Firm\u2019s credit ratings, financial ratios, earnings or stock price."}
-{"_id": "JPM20237279", "title": "JPM Note 21 \u2013 Preferred stock", "text": "At December 31, 2023 and 2022, JPMorgan Chase was authorized to issue 200 million shares of preferred stock, in one or more series, with a par value of $1 per share. In the event of a liquidation or dissolution of the Firm, JPMorgan Chase\u2019s preferred stock then outstanding takes precedence over the Firm\u2019s common stock with respect to the payment of dividends and the distribution of assets."}
-{"_id": "JPM20237307", "title": "JPM Note 21 \u2013 Preferred stock", "text": "The following is a summary of JPMorgan Chase\u2019s non-cumulative preferred stock outstanding as of December 31, 2023 and 2022, and the quarterly dividend declarations for the years ended December 31, 2023, 2022 and 2021. ######Shares(a)########Carrying value (in millions)####Issue date##Contractual rate in effect at December 31, 2023####Earliest redemption date(b)##Floating annualized rate(c)##########Dividend declared per share(d)###### ######December 31,########December 31,######################Year ended December 31,###### ####2023####2022####2023####2022################2023####2022####2021## Fixed-rate:########################################## Series AA####\u2014####\u2014##$##\u2014##$##\u2014##6/4/2015##\u2014##%##9/1/2020##NA####$##\u2014##$##\u2014##$##305.00## Series BB####\u2014####\u2014####\u2014####\u2014##7/29/2015##\u2014####9/1/2020##NA######\u2014####\u2014####307.50## Series DD####169,625####169,625####1,696####1,696##9/21/2018##5.750####12/1/2023##NA######575.00####575.00####575.00## Series EE####185,000####185,000####1,850####1,850##1/24/2019##6.000####3/1/2024##NA######600.00####600.00####600.00## Series GG####90,000####90,000####900####900##11/7/2019##4.750####12/1/2024##NA######475.00####475.00####475.00## Series JJ####150,000####150,000####1,500####1,500##3/17/2021##4.550####6/1/2026##NA######455.00####455.00####321.03##(e) Series LL####185,000####185,000####1,850####1,850##5/20/2021##4.625####6/1/2026##NA######462.52####462.52####245.39##(e) Series MM####200,000####200,000####2,000####2,000##7/29/2021##4.200####9/1/2026##NA######420.00####420.00####142.33##(e) ##Fixed-to-floating rate:######################################## Series I####\u2014####\u2014##$##\u2014##$##\u2014##4/23/2008##\u2014##%##4/30/2018##\u2014##%##$##\u2014##$##375.03##$##370.38## Series Q####150,000####150,000####1,500####1,500##4/23/2013##SOFR + 3.25####5/1/2023##SOFR + 3.25######801.41####515.00####515.00##(f) Series R####150,000####150,000####1,500####1,500##7/29/2013##SOFR + 3.30####8/1/2023##SOFR + 3.30######756.73####600.00####600.00##(g) Series S####200,000####200,000####2,000####2,000##1/22/2014##6.750####2/1/2024##SOFR + 3.78######675.00####675.00####675.00## Series U####100,000####100,000####1,000####1,000##3/10/2014##6.125####4/30/2024##SOFR + 3.33######612.50####612.50####612.50## Series V####\u2014####\u2014####\u2014####\u2014##6/9/2014##\u2014####7/1/2019##\u2014######\u2014####340.91####353.65## Series X####160,000####160,000####1,600####1,600##9/23/2014##6.100####10/1/2024##SOFR + 3.33######610.00####610.00####610.00## Series Z####\u2014####\u2014####\u2014####\u2014##4/21/2015##\u2014####5/1/2020##\u2014######\u2014####\u2014####401.44## Series CC####125,750####125,750####1,258####1,258##10/20/2017##SOFR + 2.58####11/1/2022##SOFR + 2.58######804.08####526.27####462.50##(h) Series FF####225,000####225,000####2,250####2,250##7/31/2019##5.000####8/1/2024##SOFR + 3.38######500.00####500.00####500.00## Series HH####300,000####300,000####3,000####3,000##1/23/2020##4.600####2/1/2025##SOFR + 3.125######460.00####460.00####460.00## Series II####150,000####150,000####1,500####1,500##2/24/2020##4.000####4/1/2025##SOFR + 2.745######400.00####400.00####400.00## Series KK####200,000####200,000####2,000####2,000##5/12/2021##3.650####6/1/2026##CMT + 2.85######365.00####365.00####201.76##(e) Total preferred stock####2,740,375####2,740,375##$##27,404##$##27,404##########################"}
-{"_id": "JPM20237308", "title": "JPM Note 21 \u2013 Preferred stock", "text": "(a)Represented by depositary shares."}
-{"_id": "JPM20237309", "title": "JPM Note 21 \u2013 Preferred stock", "text": "(b)Each series of fixed-to-floating rate preferred stock converts to a floating rate at the earliest redemption date."}
-{"_id": "JPM20237310", "title": "JPM Note 21 \u2013 Preferred stock", "text": "(c)Effective June 30, 2023, CME Term SOFR became the replacement reference rate for fixed-to-floating rate preferred stock issued by the Firm that formerly referenced U.S. dollar LIBOR. References in the table to \u201cSOFR\u201d mean a floating annualized rate equal to three-month term SOFR (plus a spread adjustment of 0.26% per annum) plus the spreads noted. The reference to \u201cCMT\u201d means a floating annualized rate equal to the five-year Constant Maturity Treasury (\u201cCMT\u201d) rate plus the spread noted."}
-{"_id": "JPM20237311", "title": "JPM Note 21 \u2013 Preferred stock", "text": "(d)Dividends on preferred stock are discretionary and non-cumulative. When declared, dividends are declared quarterly. Dividends are payable quarterly on fixed-rate preferred stock. Dividends are payable semiannually on fixed-to-floating rate preferred stock while at a fixed rate, and payable quarterly after converting to a floating rate."}
-{"_id": "JPM20237312", "title": "JPM Note 21 \u2013 Preferred stock", "text": "(e)The initial dividend declared is prorated based on the number of days outstanding for the period. Dividends were declared quarterly thereafter at the contractual rate."}
-{"_id": "JPM20237313", "title": "JPM Note 21 \u2013 Preferred stock", "text": "(f)The dividend rate for Series Q preferred stock became floating and payable quarterly starting on May 1, 2023; prior to which the dividend rate was fixed at 5.15% or $257.50 per share payable semiannually. The dividend rate for each quarterly dividend period commencing on August 1, 2023 is three-month term SOFR (plus a spread adjustment of 0.26% per annum) plus the spread of 3.25%."}
-{"_id": "JPM20237314", "title": "JPM Note 21 \u2013 Preferred stock", "text": "(g)The dividend rate for Series R preferred stock became floating and payable quarterly starting on August 1, 2023; prior to which the dividend rate was fixed at 6.00% or $300.00 per share payable semiannually. The dividend rate for each quarterly dividend period commencing on August 1, 2023 is three-month term SOFR (plus a spread adjustment of 0.26% per annum) plus the spread of 3.30%."}
-{"_id": "JPM20237315", "title": "JPM Note 21 \u2013 Preferred stock", "text": "(h)The dividend rate for Series CC preferred stock became floating and payable quarterly starting on November 1, 2022; prior to which the dividend rate was fixed at 4.625% or $231.25 per share payable semiannually. The dividend rate for each quarterly dividend period commencing on August 1, 2023 is three-month term SOFR (plus a spread adjustment of 0.26% per annum) plus the spread of 2.58%."}
-{"_id": "JPM20237316", "title": "JPM Note 21 \u2013 Preferred stock", "text": "Each series of preferred stock has a liquidation value and redemption price per share of $10,000, plus accrued but unpaid dividends. The aggregate liquidation value was $27.7 billion at December 31, 2023."}
-{"_id": "JPM20237319", "title": "JPM Redemptions", "text": "On October 31, 2022, the Firm redeemed all $2.9 billion of its fixed-to-floating rate non-cumulative perpetual preferred stock, Series I."}
-{"_id": "JPM20237320", "title": "JPM Redemptions", "text": "On October 3, 2022, the Firm redeemed all $2.5 billion of its fixed-to-floating rate non-cumulative preferred stock, Series V."}
-{"_id": "JPM20237321", "title": "JPM Redemptions", "text": "On February 1, 2022, the Firm redeemed all $2.0 billion of its fixed-to-floating rate non-cumulative preferred stock, Series Z."}
-{"_id": "JPM20237323", "title": "JPM Redemption rights", "text": "Each series of the Firm\u2019s preferred stock may be redeemed on any dividend payment date on or after the earliest redemption date for that series. All outstanding preferred stock series may also be redeemed following a \u201ccapital treatment event,\u201d as described in the terms of each series. Any redemption of the Firm\u2019s preferred stock is subject to non-objection from the Board of Governors of the Federal Reserve System (the \u201cFederal Reserve\u201d)."}
-{"_id": "JPM20237327", "title": "JPM Note 22 \u2013 Common stock", "text": "At December 31, 2023 and 2022, JPMorgan Chase was authorized to issue 9.0 billion shares of common stock with a par value of $1 per share."}
-{"_id": "JPM20237338", "title": "JPM Note 22 \u2013 Common stock", "text": "Common shares issued which were reissued from treasury by the Firm during the years ended December 31, 2023, 2022 and 2021 were as follows. Year ended December 31, (in millions)##2023##2022##2021 Total issued \u2013 balance at January 1##4,104.9##4,104.9##4,104.9 Treasury \u2013 balance at January 1##(1,170.7)##(1,160.8)##(1,055.5) Repurchase##(69.5)##(23.1)##(119.7) Reissuance:###### Employee benefits and compensation plans##10.9##12.0##13.5 Employee stock purchase plans##1.0##1.2##0.9 Total reissuance##11.9##13.2##14.4 Total treasury \u2013 balance at December 31##(1,228.3)##(1,170.7)##(1,160.8) Outstanding at December 31##2,876.6##2,934.2##2,944.1"}
-{"_id": "JPM20237339", "title": "JPM Note 22 \u2013 Common stock", "text": "Effective May 1, 2022, the Firm is authorized to purchase up to $30 billion under its common share repurchase program previously approved by the Board of Directors, which was announced on April 13, 2022."}
-{"_id": "JPM20237343", "title": "JPM Note 22 \u2013 Common stock", "text": "The following table sets forth the Firm\u2019s repurchases of common stock for the years ended December 31, 2023, 2022 and 2021. Year ended December 31, (in millions)####2023####2022(b)####2021(c) Total number of shares of common stock repurchased####69.5####23.1####119.7 Aggregate purchase price of common stock repurchases(a)##$##9,898##$##3,122##$##18,448"}
-{"_id": "JPM20237344", "title": "JPM Note 22 \u2013 Common stock", "text": "(a)Excludes excise tax and commissions. As part of the Inflation Reduction Act of 2022, a 1% excise tax was imposed on net share repurchases effective January 1, 2023."}
-{"_id": "JPM20237345", "title": "JPM Note 22 \u2013 Common stock", "text": "(b)In the second half of 2022, the Firm temporarily suspended share repurchases, which it resumed under its current common share repurchase program in the first quarter of 2023."}
-{"_id": "JPM20237346", "title": "JPM Note 22 \u2013 Common stock", "text": "(c)As directed by the Federal Reserve, total net repurchases and common stock dividends in the first and second quarter of 2021 were restricted and could not exceed the average of the Firm\u2019s net income for the four preceding calendar quarters. Effective July 1, 2021, the Firm became subject to the normal capital distribution restrictions provided under the regulatory capital framework."}
-{"_id": "JPM20237347", "title": "JPM Note 22 \u2013 Common stock", "text": "The Board of Directors\u2019 authorization to repurchase common shares is utilized at management\u2019s discretion, and the timing of purchases and the exact amount of common shares that may be repurchased is subject to various factors, including market conditions; legal and regulatory considerations affecting the amount and timing of repurchase activity; the Firm\u2019s capital position (taking into account goodwill and intangibles); internal capital generation; current and proposed future capital requirements; and alternative investment opportunities. The $30 billion common share repurchase program approved by the Board does not establish specific price targets or timetables. The repurchase program may be suspended by management at any time; and may be executed through open market purchases or privately negotiated transactions, or utilizing Rule 10b5-1 plans, which are written trading plans that the Firm may enter into from time to time under Rule 10b5-1 of the Securities Exchange Act of 1934 and which allow the Firm to repurchase its common shares during periods when it may otherwise not be repurchasing common shares \u2014 for example, during internal trading blackout periods."}
-{"_id": "JPM20237348", "title": "JPM Note 22 \u2013 Common stock", "text": "As of December 31, 2023, approximately 61.6 million shares of common stock were reserved for issuance under various employee incentive, compensation, option and stock purchase plans, and directors\u2019 compensation plans."}
-{"_id": "JPM20237351", "title": "JPM Note 23 \u2013 Earnings per share", "text": "Basic earnings per share (\u201cEPS\u201d) is calculated using the two-class method. Under the two-class method, all earnings (distributed and undistributed) are allocated to common stock and participating securities. JPMorgan Chase grants RSUs under its share-based compensation programs, predominantly all of which entitle recipients to receive nonforfeitable dividends during the vesting period on a basis equivalent to dividends paid to holders of the Firm\u2019s common stock. These unvested RSUs meet the definition of participating securities based on their respective rights to receive nonforfeitable dividends, and they are treated as a separate class of securities in computing basic EPS. Participating securities are not included as incremental shares in computing diluted EPS; refer to Note 9 for additional information."}
-{"_id": "JPM20237352", "title": "JPM Note 23 \u2013 Earnings per share", "text": "Diluted EPS incorporates the potential impact of contingently issuable shares, including awards which require future service as a condition of delivery of the underlying common stock. Diluted EPS is calculated under both the two-class and treasury stock methods, and the more dilutive amount is reported. For each of the periods presented in the table below, diluted EPS calculated under the two-class method was more dilutive."}
-{"_id": "JPM20237368", "title": "JPM Note 23 \u2013 Earnings per share", "text": "The following table presents the calculation of net income applicable to common stockholders and basic and diluted EPS for the years ended December 31, 2023, 2022 and 2021. Year ended December 31, (in millions, except per share amounts)####2023####2022####2021 Basic earnings per share############ Net income##$##49,552##$##37,676##$##48,334 Less: Preferred stock dividends####1,501####1,595####1,600 Net income applicable to common equity####48,051####36,081####46,734 Less: Dividends and undistributed earnings allocated to participating securities####291####189####231 Net income applicable to common stockholders##$##47,760##$##35,892##$##46,503 Total weighted-average basic shares outstanding####2,938.6####2,965.8####3,021.5 Net income per share##$##16.25##$##12.10##$##15.39 Diluted earnings per share############ Net income applicable to common stockholders##$##47,760##$##35,892##$##46,503 Total weighted-average basic shares outstanding####2,938.6####2,965.8####3,021.5 Add: Dilutive impact of unvested PSUs, nondividend-earning RSUs and SARs####4.5####4.2####5.1 Total weighted-average diluted shares outstanding####2,943.1####2,970.0####3,026.6 Net income per share##$##16.23##$##12.09##$##15.36"}
-{"_id": "JPM20237380", "title": "JPM Note 24 \u2013 Accumulated other comprehensive income/(loss)", "text": "AOCI includes the after-tax change in unrealized gains and losses on investment securities, foreign currency translation adjustments (including the impact of related derivatives), fair value changes of excluded components on fair value hedges, cash flow hedging activities, net gain/(loss) related to the Firm\u2019s defined benefit pension and OPEB plans, and fair value option-elected liabilities arising from changes in the Firm\u2019s own credit risk (DVA). Year ended December 31, (in millions)####Unrealized gains/(losses) on investment securities####Translation adjustments, net of hedges######Fair value hedges####Cash flow hedges####Defined benefit pension and OPEB plans####DVA on fair value option elected liabilities##Accumulated other comprehensive income/(loss)## Balance at December 31, 2020##$##8,180####$##(473)##$##(112)##$##2,383##$##(1,132)##$##(860)##$##7,986 Net change####(5,540)######(461)####(19)####(2,679)####922####(293)####(8,070) Balance at December 31, 2021##$##2,640##(a)##$##(934)##$##(131)##$##(296)##$##(210)##$##(1,153)##$##(84) Net change####(11,764)######(611)####98####(5,360)####(1,241)####1,621####(17,257) Balance at December 31, 2022##$##(9,124)##(a)##$##(1,545)##$##(33)##$##(5,656)##$##(1,451)##$##468##$##(17,341) Net change####5,381######329####(101)####1,724####373####(808)####6,898 Balance at December 31, 2023##$##(3,743)##(a)##$##(1,216)##$##(134)##$##(3,932)##$##(1,078)##$##(340)##$##(10,443)"}
-{"_id": "JPM20237381", "title": "JPM Note 24 \u2013 Accumulated other comprehensive income/(loss)", "text": "(a)As of December 31, 2023 includes after-tax net unamortized unrealized gains/(losses) of $(29) million related to HTM securities that have been transferred to AFS as permitted by the new hedge accounting guidance adopted on January 1, 2023. Includes after-tax net unamortized unrealized gains/(losses) of $(895) million, $(1.3) billion, and $2.4 billion related to AFS securities that have been transferred to HTM for the years ended 2023, 2022 and 2021, respectively. Refer to Note 10 for further information."}
-{"_id": "JPM20237400", "title": "JPM Note 24 \u2013 Accumulated other comprehensive income/(loss)", "text": "The following table presents the pre-tax and after-tax changes in the components of OCI. ########2023############2022############2021#### Year ended December 31, (in millions)####Pre-tax####Tax effect####After-tax####Pre-tax####Tax effect####After-tax####Pre-tax####Tax effect####After-tax Unrealized gains/(losses) on investment securities:#################################### Net unrealized gains/(losses) arising during the period##$##3,891##$##(922)##$##2,969##$##(17,862)##$##4,290##$##(13,572)##$##(7,634)##$##1,832##$##(5,802) Reclassification adjustment for realized (gains)/losses included in net income(a)####3,180####(768)####2,412####2,380####(572)####1,808####345####(83)####262 Net change####7,071####(1,690)####5,381####(15,482)####3,718####(11,764)####(7,289)####1,749####(5,540) Translation adjustments(b):#################################### Translation####1,714####(95)####1,619####(3,574)####265####(3,309)####(2,447)####125####(2,322) Hedges####(1,697)####407####(1,290)####3,553####(855)####2,698####2,452####(591)####1,861 Net change####17####312####329####(21)####(590)####(611)####5####(466)####(461) Fair value hedges, net change(c):####(134)####33####(101)####130####(32)####98####(26)####7####(19) Cash flow hedges:#################################### Net unrealized gains/(losses) arising during the period####483####(114)####369####(7,473)####1,794####(5,679)####(2,303)####553####(1,750) Reclassification adjustment for realized (gains)/losses included in net income(d)####1,775####(420)####1,355####420####(101)####319####(1,222)####293####(929) Net change####2,258####(534)####1,724####(7,053)####1,693####(5,360)####(3,525)####846####(2,679) Defined benefit pension and OPEB plans, net change(e):####421####(48)####373####(1,459)####218####(1,241)####1,129####(207)####922 DVA on fair value option elected liabilities, net change:####(1,066)####258####(808)####2,141####(520)####1,621####(393)####100####(293) Total other comprehensive income/(loss)##$##8,567##$##(1,669)##$##6,898##$##(21,744)##$##4,487##$##(17,257)##$##(10,099)##$##2,029##$##(8,070)"}
-{"_id": "JPM20237401", "title": "JPM Note 24 \u2013 Accumulated other comprehensive income/(loss)", "text": "(a)The pre-tax amount is reported in Investment securities gains/(losses) in the Consolidated statements of income."}
-{"_id": "JPM20237402", "title": "JPM Note 24 \u2013 Accumulated other comprehensive income/(loss)", "text": "(b)Reclassifications of pre-tax realized gains/(losses) on translation adjustments and related hedges are reported in other income/expense in the Consolidated statements of income. During the year ended December 31, 2023, the Firm reclassified a net pre-tax loss of $(3) million to other revenue, $(35) million related to the net investment hedge loss, and a $32 million gain related to cumulative translation adjustment, including the impact of the acquisition of CIFM. During the year ended December 31, 2022, the Firm reclassified a net pre-tax loss of $(8) million. During the year ended December 31, 2021, the Firm reclassified a net pre-tax loss of $(7) million."}
-{"_id": "JPM20237403", "title": "JPM Note 24 \u2013 Accumulated other comprehensive income/(loss)", "text": "(c)Represents changes in fair value of cross-currency swaps attributable to changes in cross-currency basis spreads, which are excluded from the assessment of hedge effectiveness and recorded in other comprehensive income. The initial cost of cross-currency basis spreads is recognized in earnings as part of the accrual of interest on the cross-currency swaps."}
-{"_id": "JPM20237404", "title": "JPM Note 24 \u2013 Accumulated other comprehensive income/(loss)", "text": "(d)The pre-tax amounts are primarily recorded in noninterest revenue, net interest income and compensation expense in the Consolidated statements of income."}
-{"_id": "JPM20237405", "title": "JPM Note 24 \u2013 Accumulated other comprehensive income/(loss)", "text": "(e)During the year ended December 31, 2022, a remeasurement of the Firm\u2019s U.S. principal defined benefit plan in the third quarter, was required as a result of a pension settlement. The remeasurement resulted in a net decrease of $1.4 billion in pre-tax AOCI. Refer to Note 8 for further information."}
-{"_id": "JPM20237408", "title": "JPM Note 25 \u2013 Income taxes", "text": "JPMorgan Chase and its eligible subsidiaries file a consolidated U.S. federal income tax return. JPMorgan Chase uses the asset and liability method to provide for income taxes on all transactions recorded in the Consolidated Financial Statements. This method requires that income taxes reflect the expected future tax consequences of temporary differences between the carrying amounts of assets or liabilities for book and tax purposes. Accordingly, a deferred tax asset or liability for each temporary difference is determined based on the tax rates that the Firm expects to be in effect when the underlying items of income and expense are realized. JPMorgan Chase\u2019s expense for income taxes includes the current and deferred portions of that expense. A valuation allowance is established to reduce deferred tax assets to the amount the Firm expects to realize."}
-{"_id": "JPM20237409", "title": "JPM Note 25 \u2013 Income taxes", "text": "Due to the inherent complexities arising from the nature of the Firm\u2019s businesses, and from conducting business and being taxed in a substantial number of jurisdictions, significant judgments and estimates are required to be made. Agreement of tax liabilities between JPMorgan Chase and the many tax jurisdictions in which the Firm files tax returns may not be finalized for several years. Thus, the Firm\u2019s final tax-related assets and liabilities may ultimately be different from those currently reported."}
-{"_id": "JPM20237421", "title": "JPM Effective tax rate and expense", "text": "The following table presents a reconciliation of the applicable statutory U.S. federal income tax rate to the effective tax rate. Effective tax rate############## Year ended December 31,##2023######2022####2021## Statutory U.S. federal tax rate##21.0##%####21.0##%##21.0##% Increase/(decrease) in tax rate resulting from:############## U.S. state and local income taxes, net of U.S. federal income tax benefit##2.8######3.5####3.0## Tax-exempt income##(0.9)######(0.9)####(0.9)## Non-U.S. earnings##1.5######0.4####0.1## Business tax credits##(4.4)######(5.4)####(4.2)## Other, net##(0.4)######(0.2)####(0.1)## Effective tax rate##19.6##%##(a)##18.4##%##18.9##%"}
-{"_id": "JPM20237422", "title": "JPM Effective tax rate and expense", "text": "(a) Income tax expense associated with the First Republic acquisition was reflected in the estimated bargain purchase gain, which resulted in a reduction in the Firm\u2019s effective tax rate."}
-{"_id": "JPM20237436", "title": "JPM Effective tax rate and expense", "text": "The following table reflects the components of income tax expense/(benefit) included in the Consolidated statements of income. ######Income tax expense/(benefit)######## Year ended December 31, (in millions)####2023######2022####2021 Current income tax expense/(benefit)############## U.S. federal##$##8,973####$##5,606##$##2,865 Non-U.S.####4,355######2,992####2,718 U.S. state and local####3,266######2,630####1,897 Total current income tax expense/(benefit)####16,594######11,228####7,480 Deferred income tax expense/(benefit)############## U.S. federal####(3,475)######(2,004)####3,460 Non-U.S.####35######(154)####(101) U.S. state and local####(1,094)######(580)####389 Total deferred income tax  expense/(benefit)####(4,534)######(2,738)####3,748 Total income tax expense##$##12,060####$##8,490##$##11,228"}
-{"_id": "JPM20237437", "title": "JPM Effective tax rate and expense", "text": "Total income tax expense includes $68 million of tax benefits in 2023, $331 million of tax benefits in 2022, and $69 million of tax expenses in 2021, resulting from the resolution of tax audits."}
-{"_id": "JPM20237439", "title": "JPM Tax effect of items recorded in stockholders\u2019 equity", "text": "The preceding table does not reflect the tax effect of certain items that are recorded each period directly in stockholders\u2019 equity, which are predominantly reflected in OCI as disclosed in Note 24. For the year ended December 31, 2023, stockholders\u2019 equity also reflected the tax effect associated with the Firm\u2019s adoption of the TDR accounting guidance recognized in retained earnings. Refer to Note 1 for further information."}
-{"_id": "JPM20237445", "title": "JPM Results from U.S. and non-U.S. earnings", "text": "The following table presents the U.S. and non-U.S. components of income before income tax expense. Year ended December 31, (in millions)####2023####2022####2021 U.S.##$##46,868##$##34,626##$##50,126 Non-U.S.(a)####14,744####11,540####9,436 Income before income tax expense##$##61,612##$##46,166##$##59,562"}
-{"_id": "JPM20237446", "title": "JPM Results from U.S. and non-U.S. earnings", "text": "(a)For purposes of this table, non-U.S. income is defined as income generated from operations located outside the U.S."}
-{"_id": "JPM20237447", "title": "JPM Results from U.S. and non-U.S. earnings", "text": "The Firm will recognize any U.S. income tax expense it may incur on global intangible low tax income as income tax expense in the period in which the tax is incurred."}
-{"_id": "JPM20237450", "title": "JPM Affordable housing tax credits", "text": "The Firm recognized $2.0 billion of tax credits and other tax benefits associated with investments in affordable housing projects within income tax expense for the year ended 2023, and $1.8 billion and $1.7 billion for the years ended 2022 and 2021, respectively. The amount of amortization of such investments reported in income tax expense was $1.6 billion, $1.4 billion and $1.3 billion, respectively. The carrying value of these investments, which are reported in other assets on the Firm\u2019s Consolidated balance sheets, was $14.6 billion and $12.1 billion at December 31, 2023 and 2022, respectively. The amount of commitments related to these investments, which are reported in accounts payable and other liabilities on the Firm\u2019s Consolidated balance sheets, was $6.8 billion and $5.4 billion at December 31, 2023 and 2022, respectively."}
-{"_id": "JPM20237469", "title": "JPM Deferred taxes", "text": "Deferred income tax expense/(benefit) reflects the differences between assets and liabilities measured for financial reporting purposes versus income tax return purposes. Deferred tax assets are recognized if, in management\u2019s judgment, their realizability is determined to be more likely than not. If a deferred tax asset is determined to be unrealizable, a valuation allowance is established. The significant components of deferred tax assets and liabilities are reflected in the following table, the net deferred tax assets are reflected in other assets on the Firm\u2019s Consolidated balance sheets. December 31, (in millions)####2023######2022 Deferred tax assets########## Allowance for loan losses##$##5,809####$##5,193 Employee benefits####1,247######1,342 Accrued expenses and other####9,887##(a)####8,577 Non-U.S. operations####860######1,148 Tax attribute carryforwards####290######365 Gross deferred tax assets####18,093######16,625 Valuation allowance####(183)######(198) Deferred tax assets, net of valuation allowance##$##17,910####$##16,427 Deferred tax liabilities########## Depreciation and amortization##$##779####$##2,044 Mortgage servicing rights, net of hedges####1,794######1,864 Leasing transactions####2,254######2,843 Other, net####2,935######3,801 Gross deferred tax liabilities####7,762######10,552 Net deferred tax assets##$##10,148####$##5,875"}
-{"_id": "JPM20237470", "title": "JPM Deferred taxes", "text": "(a) Includes the estimated net deferred tax asset associated with the First Republic acquisition. The allocation of the tax basis to individual assets may be refined during the measurement period, which could result in an impact to the gross deferred tax assets and liabilities."}
-{"_id": "JPM20237471", "title": "JPM Deferred taxes", "text": "JPMorgan Chase has recorded deferred tax assets of $290 million at December 31, 2023 in connection with tax attribute carryforwards. State and local capital loss carryforwards were $1.2 billion, U.S. federal NOL carryforwards were $586 million, non-U.S. NOL carryforwards were $570 million, and other U.S. federal tax attributes were $118 million. If not utilized, a portion of the U.S. federal NOL carryforwards and other U.S. federal tax attributes will expire between 2026 and 2037 whereas others have an unlimited carryforward period. Similarly, certain non-U.S. NOL carryforwards will expire between 2026 and 2040 whereas others have an unlimited carryforward period. The state and local capital loss carryforwards will expire in 2026 and 2027."}
-{"_id": "JPM20237472", "title": "JPM Deferred taxes", "text": "The valuation allowance at December 31, 2023, was due to the state and local capital loss carryforwards and certain non-U.S. deferred tax assets, including NOL carryforwards."}
-{"_id": "JPM20237475", "title": "JPM Unrecognized tax benefits", "text": "At December 31, 2023, 2022 and 2021, JPMorgan Chase\u2019s unrecognized tax benefits, excluding related interest expense and penalties, were $5.4 billion, $5.0 billion and $4.6 billion, respectively, of which $3.9 billion, $3.8 billion and $3.4 billion, respectively, if recognized, would reduce the annual effective tax rate. Included in the amount of unrecognized tax benefits are certain items that would not affect the effective tax rate if they were recognized in the Consolidated statements of income. These unrecognized items include the tax effect of certain temporary differences, the portion of gross state and local unrecognized tax benefits that would be offset by the benefit from associated U.S. federal income tax deductions, and the portion of gross non-U.S. unrecognized tax benefits that would have offsets in other jurisdictions. JPMorgan Chase evaluates the need for changes in unrecognized tax benefits based on its anticipated tax return filing positions as part of its U.S. federal and state and local tax returns. In addition, the Firm is presently under audit by a number of taxing authorities, most notably by the Internal Revenue Service, as summarized in the Tax examination status table below. The evaluation of unrecognized tax benefits as well as the potential for audit settlements make it reasonably possible that over the next 12 months the gross balance of unrecognized tax benefits may increase or decrease by as much as approximately $1.1 billion. The change in the unrecognized tax benefit would result in a payment or income statement recognition."}
-{"_id": "JPM20237483", "title": "JPM Unrecognized tax benefits", "text": "The following table presents a reconciliation of the beginning and ending amount of unrecognized tax benefits. Year ended December 31, (in millions)####2023####2022####2021 Balance at January 1,##$##5,043##$##4,636##$##4,250 Increases based on tax positions related to the current period####1,440####1,234####798 Increases based on tax positions related to prior periods####37####123####393 Decreases based on tax positions related to prior periods####(1,110)####(824)####(657) Decreases related to cash settlements with taxing authorities####(9)####(126)####(148) Balance at December 31,##$##5,401##$##5,043##$##4,636"}
-{"_id": "JPM20237484", "title": "JPM Unrecognized tax benefits", "text": "After-tax interest expense/(benefit) and penalties related to income tax liabilities recognized in income tax expense were $229 million, $141 million and $174 million in 2023, 2022 and 2021, respectively."}
-{"_id": "JPM20237485", "title": "JPM Unrecognized tax benefits", "text": "At December 31, 2023 and 2022, in addition to the liability for unrecognized tax benefits, the Firm had accrued $1.6 billion and $1.3 billion, respectively, for income tax-related interest and penalties."}
-{"_id": "JPM20237493", "title": "JPM Tax examination status", "text": "JPMorgan Chase is continually under examination by the Internal Revenue Service, by taxing authorities throughout the world, and by many state and local jurisdictions throughout the U.S. The following table summarizes the status of tax years that remain subject to income tax examination of JPMorgan Chase and its consolidated subsidiaries by significant jurisdictions as of December 31, 2023. ##Periods under examination##Status JPMorgan Chase \u2013 U.S.##2011 \u2013 2013##Field examination of amended returns; certain matters at Appellate level JPMorgan Chase \u2013 U.S.##2014 - 2020##Field examination of original and amended returns; certain matters at Appellate level JPMorgan Chase \u2013 New York State##2012 - 2014##Field Examination JPMorgan Chase \u2013 New York City##2015 - 2017##Field Examination JPMorgan Chase \u2013 U.K.##2011 \u2013 2020##Field examination of certain select entities"}
-{"_id": "JPM20237499", "title": "JPM Restricted cash and other restricted assets", "text": "Certain of the Firm\u2019s cash and other assets are restricted as to withdrawal or usage. These restrictions are imposed by various regulatory authorities based on the particular activities of the Firm\u2019s subsidiaries."}
-{"_id": "JPM20237500", "title": "JPM Restricted cash and other restricted assets", "text": "The business of JPMorgan Chase Bank, N.A. is subject to examination and regulation by the OCC. The Bank is a member of the U.S. Federal Reserve System, and its deposits in the U.S. are insured by the FDIC, subject to applicable limits."}
-{"_id": "JPM20237501", "title": "JPM Restricted cash and other restricted assets", "text": "The Firm is required to maintain cash reserves at certain non-US central banks."}
-{"_id": "JPM20237502", "title": "JPM Restricted cash and other restricted assets", "text": "The Firm is also subject to rules and regulations established by other U.S. and non U.S. regulators. As part of its compliance with the respective regulatory requirements, the Firm\u2019s broker-dealer activities are subject to certain restrictions on cash and other assets."}
-{"_id": "JPM20237507", "title": "JPM Restricted cash and other restricted assets", "text": "The following table presents the components of the Firm\u2019s restricted cash: December 31, (in billions)####2023####2022 Segregated for the benefit of securities and cleared derivative customers####10.3####18.7 Cash reserves at non-U.S. central banks and held for other general purposes####9.3####8.1 Total restricted cash(a)##$##19.6##$##26.8"}
-{"_id": "JPM20237508", "title": "JPM Restricted cash and other restricted assets", "text": "(a)Comprises $18.2 billion and $25.4 billion in deposits with banks, and $1.4 billion and $1.4 billion in cash and due from banks on the Consolidated balance sheets as of December 31, 2023 and 2022, respectively."}
-{"_id": "JPM20237511", "title": "JPM Restricted cash and other restricted assets", "text": "Also, as of December 31, 2023 and 2022, the Firm had the following other restricted assets: \u2022Cash and securities pledged with clearing organizations for the benefit of customers of $40.5 billion and $42.4 billion, respectively. \u2022Securities with a fair value of $20.5 billion and $31.7 billion, respectively, were also restricted in relation to customer activity."}
-{"_id": "JPM20237513", "title": "JPM Intercompany funds transfers", "text": "Restrictions imposed by U.S. federal law prohibit JPMorgan Chase Bank, N.A., and its subsidiaries, from lending to JPMorgan Chase & Co. (\u201cParent Company\u201d) and certain of its affiliates unless the loans are secured in specified amounts. Such secured loans provided by any banking subsidiary to the Parent Company or to any particular affiliate, together with certain other transactions with such affiliate (collectively referred to as \u201ccovered transactions\u201d), must be made on terms and conditions that are consistent with safe and sound banking practices. In addition, unless collateralized with cash or US Government debt obligations, covered transactions are generally limited to 10% of the banking subsidiary\u2019s total capital, as determined by the risk-based capital guidelines; the aggregate amount of covered transactions between any banking subsidiary and all of its affiliates is limited to 20% of the banking subsidiary\u2019s total capital."}
-{"_id": "JPM20237514", "title": "JPM Intercompany funds transfers", "text": "The Parent Company\u2019s two principal subsidiaries are JPMorgan Chase Bank, N.A. and JPMorgan Chase Holdings LLC, an intermediate holding company (the \u201cIHC\u201d). The IHC generally holds the stock of JPMorgan Chase\u2019s subsidiaries other than JPMorgan Chase Bank, N.A. and its subsidiaries. The IHC also owns other assets and provides intercompany loans to the Parent Company. The Parent Company is obligated to contribute to the IHC substantially all the net proceeds received from securities issuances (including issuances of senior and subordinated debt securities and of preferred and common stock)."}
-{"_id": "JPM20237515", "title": "JPM Intercompany funds transfers", "text": "The principal sources of income and funding for the Parent Company are dividends from JPMorgan Chase Bank, N.A. and dividends and extensions of credit from the IHC. In addition to dividend restrictions set forth in statutes and regulations, the Federal Reserve, the OCC and the FDIC have authority under the Financial Institutions Supervisory Act to prohibit or to limit the payment of dividends by the banking organizations they supervise, including the Parent Company and its subsidiaries that are banks or bank holding companies, if, in the banking regulator\u2019s opinion, payment of a dividend would constitute an unsafe or unsound practice in light of the financial condition of the banking organization. The IHC is prohibited from paying dividends or extending credit to the Parent Company if certain capital or liquidity \u201cthresholds\u201d are breached or if limits are otherwise imposed by the Parent Company\u2019s management or Board of Directors."}
-{"_id": "JPM20237516", "title": "JPM Intercompany funds transfers", "text": "At January 1, 2024, the Parent Company\u2019s banking subsidiaries could pay, in the aggregate, approximately $20 billion in dividends to their respective bank holding companies without the prior approval of their relevant banking regulators. The capacity to pay dividends in 2024 will be supplemented by the banking subsidiaries\u2019 earnings during the year."}
-{"_id": "JPM20237519", "title": "JPM Note 27 \u2013 Regulatory capital", "text": "The Federal Reserve establishes capital requirements, including well-capitalized standards, for the Firm as a consolidated financial holding company. The OCC establishes similar minimum capital requirements and standards for the Firm\u2019s principal IDI subsidiary, JPMorgan Chase Bank, N.A."}
-{"_id": "JPM20237520", "title": "JPM Note 27 \u2013 Regulatory capital", "text": "The capital rules under Basel III establish minimum capital ratios and overall capital adequacy standards for large and internationally active U.S. bank holding companies and banks, including the Firm and JPMorgan Chase Bank, N.A. Two comprehensive approaches are prescribed for calculating RWA: a standardized approach (\u201cBasel III Standardized\u201d), and an advanced approach (\u201cBasel III Advanced\u201d). For each of the risk-based capital ratios, the capital adequacy of the Firm and JPMorgan Chase Bank, N.A. is evaluated against the lower of the Standardized or Advanced approaches compared to their respective regulatory capital ratio requirements."}
-{"_id": "JPM20237521", "title": "JPM Note 27 \u2013 Regulatory capital", "text": "The three components of regulatory capital under the Basel III rules are as illustrated below:"}
-{"_id": "JPM20237522", "title": "JPM Note 27 \u2013 Regulatory capital", "text": "Under the risk-based capital and leverage-based guidelines of the Federal Reserve, JPMorgan Chase is required to maintain minimum ratios for CET1 capital, Tier 1 capital, Total capital, Tier 1 leverage and the SLR. Failure to meet these minimum requirements could cause the Federal Reserve to take action. JPMorgan Chase Bank, N.A. is also subject to these capital requirements established by its primary regulators."}
-{"_id": "JPM20237529", "title": "JPM Note 27 \u2013 Regulatory capital", "text": "The following table presents the risk-based regulatory capital ratio requirements and well-capitalized ratios to which the Firm and JPMorgan Chase Bank, N.A. were subject as of December 31, 2023 and 2022. ######Standardized capital ratio requirements##########Advanced capital ratio requirements##########Well-capitalized ratios#### ##BHC(a)(b)######IDI(c)####BHC(a)(b)######IDI(c)####BHC(d)######IDI(e)## ##Risk-based capital ratios############################ CET1 capital##11.4##%####7.0##%##11.0##%####7.0##%##NA######6.5##% Tier 1 capital##12.9######8.5####12.5######8.5####6.0##%####8.0## Total capital##14.9######10.5####14.5######10.5####10.0######10.0##"}
-{"_id": "JPM20237531", "title": "JPM Note: The table above is as defined by the regulations issued by the Federal Reserve, OCC and FDIC and to which the Firm and JPMorgan Chase Bank, N.A. are subject.", "text": "(a)Represents the regulatory capital ratio requirements applicable to the Firm. The CET1, Tier 1 and Total capital ratio requirements each include a respective minimum requirement plus a GSIB surcharge of 4.0% as calculated under Method 2; plus a 2.9% SCB for Basel III Standardized ratios and a fixed 2.5% capital conservation buffer for Basel III Advanced ratios. The countercyclical buffer is currently set to 0% by the federal banking agencies."}
-{"_id": "JPM20237532", "title": "JPM Note: The table above is as defined by the regulations issued by the Federal Reserve, OCC and FDIC and to which the Firm and JPMorgan Chase Bank, N.A. are subject.", "text": "(b)For the period ended December 31, 2022, the CET1, Tier 1, and Total capital ratio requirements under Basel III Standardized applicable to the Firm were 12.0%, 13.5% and 15.5%, respectively; the Basel III Advanced CET1, Tier 1, and Total capital ratio requirements applicable to the Firm were 10.5%, 12.0%, and 14.0%, respectively. SCB for Basel III Standardized ratio for 2022 was 4.0%."}
-{"_id": "JPM20237533", "title": "JPM Note: The table above is as defined by the regulations issued by the Federal Reserve, OCC and FDIC and to which the Firm and JPMorgan Chase Bank, N.A. are subject.", "text": "(c)Represents requirements for JPMorgan Chase Bank, N.A. The CET1, Tier 1 and Total capital ratio requirements include a fixed capital conservation buffer requirement of 2.5% that is applicable to JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A. is not subject to the GSIB surcharge."}
-{"_id": "JPM20237534", "title": "JPM Note: The table above is as defined by the regulations issued by the Federal Reserve, OCC and FDIC and to which the Firm and JPMorgan Chase Bank, N.A. are subject.", "text": "(d)Represents requirements for bank holding companies pursuant to regulations issued by the Federal Reserve."}
-{"_id": "JPM20237535", "title": "JPM Note: The table above is as defined by the regulations issued by the Federal Reserve, OCC and FDIC and to which the Firm and JPMorgan Chase Bank, N.A. are subject.", "text": "(e)Represents requirements for JPMorgan Chase Bank, N.A. pursuant to regulations issued under the FDIC Improvement Act."}
-{"_id": "JPM20237541", "title": "JPM Note: The table above is as defined by the regulations issued by the Federal Reserve, OCC and FDIC and to which the Firm and JPMorgan Chase Bank, N.A. are subject.", "text": "The following table presents the leverage-based regulatory capital ratio requirements and well-capitalized ratios to which the Firm and JPMorgan Chase Bank, N.A. were subject as of December 31, 2023 and 2022. ######Capital ratio requirements(a)########Well-capitalized ratios#### ##BHC######IDI####BHC(b)####IDI## Leverage-based capital ratios################## Tier 1 leverage##4.0##%####4.0##%##NA####5.0##% SLR##5.0######6.0####NA####6.0##"}
-{"_id": "JPM20237543", "title": "JPM Note: The table above is as defined by the regulations issued by the Federal Reserve, OCC and FDIC and to which the Firm and JPMorgan Chase Bank, N.A. are subject.", "text": "(a)Represents minimum SLR requirement of 3.0%, as well as supplementary leverage buffer requirements of 2.0% and 3.0% for BHC and JPMorgan Chase Bank, N.A., respectively."}
-{"_id": "JPM20237544", "title": "JPM Note: The table above is as defined by the regulations issued by the Federal Reserve, OCC and FDIC and to which the Firm and JPMorgan Chase Bank, N.A. are subject.", "text": "(b)The Federal Reserve's regulations do not establish well-capitalized thresholds for these measures for BHCs."}
-{"_id": "JPM20237548", "title": "JPM CECL Regulatory Capital Transition", "text": "Beginning January 1, 2022, the $2.9 billion CECL capital benefit, provided by the Federal Reserve in response to the COVID-19 pandemic, is being phased out at 25% per year over a three-year period. As of December 31, 2023, the Firm\u2019s CET1 capital reflected the remaining $1.4 billion benefit associated with the CECL capital transition provisions."}
-{"_id": "JPM20237549", "title": "JPM CECL Regulatory Capital Transition", "text": "Similarly, as of January 1, 2023, the Firm has phased out 50% of the other CECL capital transition provisions which impacted Tier 2 capital, adjusted average assets, total leverage exposure and RWA, as applicable."}
-{"_id": "JPM20237570", "title": "JPM CECL Regulatory Capital Transition", "text": "The following tables present risk-based capital metrics under both the Basel III Standardized and Basel III Advanced approaches and leverage-based capital metrics for JPMorgan Chase and JPMorgan Chase Bank, N.A. As of December 31, 2023 and 2022, JPMorgan Chase and JPMorgan Chase Bank, N.A. were well-capitalized and met all capital requirements to which each was subject. December 31, 2023 (in millions, except ratios)########Basel III Standardized############Basel III Advanced###### ####JPMorgan  Chase & Co.######JPMorgan  Chase Bank, N.A.######JPMorgan  Chase & Co.########JPMorgan  Chase Bank, N.A.## Risk-based capital metrics:(a)########################## CET1 capital##$##250,585####$##262,030####$##250,585######$##262,030## Tier 1 capital####277,306######262,032######277,306########262,032## Total capital####308,497######281,308######295,417####(b)####268,392## Risk-weighted assets####1,671,995######1,621,789######1,669,156####(b)####1,526,952## CET1 capital ratio####15.0##%####16.2##%####15.0##%######17.2##% Tier 1 capital ratio####16.6######16.2######16.6########17.2## Total capital ratio####18.5######17.3######17.7########17.6## December 31, 2022 (in millions, except ratios)########Basel III Standardized############Basel III Advanced###### ####JPMorgan  Chase & Co.######JPMorgan  Chase Bank, N.A.######JPMorgan  Chase & Co.########JPMorgan  Chase Bank, N.A.## Risk-based capital metrics:(a)########################## CET1 capital##$##218,934####$##269,668####$##218,934######$##269,668## Tier 1 capital####245,631######269,672######245,631########269,672## Total capital####277,769######288,433######264,583########275,255## Risk-weighted assets####1,653,538######1,597,072######1,609,773########1,475,602## CET1 capital ratio####13.2##%####16.9##%####13.6##%######18.3##% Tier 1 capital ratio####14.9######16.9######15.3########18.3## Total capital ratio####16.8######18.1######16.4########18.7##"}
-{"_id": "JPM20237571", "title": "JPM CECL Regulatory Capital Transition", "text": "(a)The capital metrics reflect the CECL capital transition provisions."}
-{"_id": "JPM20237579", "title": "JPM CECL Regulatory Capital Transition", "text": "(b)Includes the impacts of certain assets associated with First Republic to which the Standardized approach has been applied as permitted by the transition provisions in the U.S. capital rules. Three months ended (in millions, except ratios)########December 31, 2023############December 31, 2022#### ####JPMorgan Chase & Co.######JPMorgan Chase Bank, N.A.######JPMorgan Chase & Co.######JPMorgan Chase Bank, N.A.## Leverage-based capital metrics:(a)######################## Adjusted average assets(b)##$##3,831,200####$##3,337,842####$##3,703,873####$##3,249,912## Tier 1 leverage ratio####7.2##%####7.9##%####6.6##%####8.3##% Total leverage exposure##$##4,540,465####$##4,038,739####$##4,367,092####$##3,925,502## SLR####6.1##%####6.5##%####5.6##%####6.9##%"}
-{"_id": "JPM20237580", "title": "JPM CECL Regulatory Capital Transition", "text": "(a)The capital metrics reflect the CECL capital transition provisions."}
-{"_id": "JPM20237581", "title": "JPM CECL Regulatory Capital Transition", "text": "(b)Adjusted average assets, for purposes of calculating the leverage ratios, includes quarterly average assets adjusted for on-balance sheet assets that are subject to deduction from Tier 1 capital, predominantly goodwill, inclusive of estimated equity method goodwill, and other intangible assets."}
-{"_id": "JPM20237586", "title": "JPM other commitments", "text": "JPMorgan Chase provides lending-related financial instruments (e.g., commitments and guarantees) to address the financing needs of its customers and clients. The contractual amount of these financial instruments represents the maximum possible credit risk to the Firm should the customer or client draw upon the commitment or the Firm be required to fulfill its obligation under the guarantee, and should the customer or client subsequently fail to perform according to the terms of the contract. Most of these commitments and guarantees have historically been refinanced, extended, cancelled, or expired without being drawn or a default occurring. As a result, the total contractual amount of these instruments is not, in the Firm\u2019s view, representative of its expected future credit exposure or funding requirements."}
-{"_id": "JPM20237587", "title": "JPM other commitments", "text": "To provide for expected credit losses in wholesale and certain consumer lending-related commitments, an allowance for credit losses on lending-related commitments is maintained. Refer to Note 13 for further information regarding the allowance for credit losses on lending-related commitments."}
-{"_id": "JPM20237588", "title": "JPM other commitments", "text": "The following table summarizes the contractual amounts and carrying values of off-balance sheet lending-related financial instruments, guarantees and other commitments at December 31, 2023 and 2022. The amounts in the table below for credit card and home equity lending-related commitments represent the total available credit for these products. The Firm has not experienced, and does not anticipate, that all available lines of credit for these products will be utilized at the same time. The Firm can reduce or cancel credit card lines of credit by providing the borrower notice or, in some cases as permitted by law, without notice. In addition, the Firm typically closes credit card lines when the borrower is 60 days or more past due. The Firm may reduce or close HELOCs when there are significant decreases in the value of the underlying property, or when there has been a demonstrable decline in the creditworthiness of the borrower."}
-{"_id": "JPM20237617", "title": "JPM Notes to consolidated financial statements", "text": " ##################Off\u2013balance sheet lending-related financial instruments, guarantees and other commitments################## ################Contractual amount##############Carrying value(h)(i)###### ############2023############2022####2023######2022## By remaining maturity as of December 31, (in millions)####Expires in 1 year or less####Expires after 1 year through 3 years####Expires after 3 years through 5 years####Expires after 5 years####Total####Total############ Lending-related#################################### Consumer, excluding credit card:#################################### Residential Real Estate(a)##$##6,917##$##7,175##$##6,493##$##9,540##$##30,125##$##21,287####678##(j)####75## Auto and other####12,247####159####\u2014####2,872####15,278####12,231####148##(j)####\u2014## Total consumer, excluding credit card####19,164####7,334####6,493####12,412####45,403####33,518####826######75## Credit card(b)####915,658####\u2014####\u2014####\u2014####915,658####821,284####\u2014######\u2014## Total consumer(c)####934,822####7,334####6,493####12,412####961,061####854,802####826######75## Wholesale:#################################### Other unfunded commitments to extend credit(d)####125,478####175,190####179,046####23,812####503,526####440,407####2,797##(j)(k)####2,328##(k) Standby letters of credit and other financial guarantees(d)####13,775####10,478####3,628####991####28,872####27,439####479######408## Other letters of credit(d)####4,084####222####82####\u2014####4,388####4,134####37######6## Total wholesale(c)####143,337####185,890####182,756####24,803####536,786####471,980####3,313######2,742## Total lending-related##$##1,078,159##$##193,224##$##189,249##$##37,215##$##1,497,847##$##1,326,782##$##4,139####$##2,817## Other guarantees and commitments#################################### Securities lending indemnification agreements and guarantees(e)##$##283,664##$##\u2014##$##\u2014##$##\u2014##$##283,664##$##283,386##$##\u2014####$##\u2014## Derivatives qualifying as guarantees####1,693####364####11,657####40,848####54,562####59,180####89######649## Unsettled resale and securities borrowed agreements####94,920####186####\u2014####\u2014####95,106####116,975####\u2014######(2)## Unsettled repurchase and securities loaned agreements####60,170####554####\u2014####\u2014####60,724####66,407####\u2014######(7)## Loan sale and securitization-related indemnifications:#################################### Mortgage repurchase liability####NA####NA####NA####NA####NA####NA####76######76## Loans sold with recourse####NA####NA####NA####NA####803####820####24######28## Exchange & clearing house guarantees and commitments(f)####265,887####\u2014####\u2014####\u2014####265,887####191,068####\u2014######\u2014## Other guarantees and commitments (g)####9,216####1,516####314####4,028####15,074####8,634####38######53##"}
-{"_id": "JPM20237618", "title": "JPM Notes to consolidated financial statements", "text": "(a)Includes certain commitments to purchase loans from correspondents."}
-{"_id": "JPM20237619", "title": "JPM Notes to consolidated financial statements", "text": "(b)Also includes commercial card lending-related commitments primarily in CB and CIB."}
-{"_id": "JPM20237620", "title": "JPM Notes to consolidated financial statements", "text": "(c)Predominantly all consumer and wholesale lending-related commitments are in the U.S."}
-{"_id": "JPM20237621", "title": "JPM Notes to consolidated financial statements", "text": "(d)As of December 31, 2023 and 2022, reflected the contractual amount net of risk participations totaling $88 million and $71 million, respectively, for other unfunded commitments to extend credit; $8.2 billion at both periods for standby letters of credit and other financial guarantees; and $589 million and $512 million, respectively, for other letters of credit. In regulatory filings with the Federal Reserve these commitments are shown gross of risk participations."}
-{"_id": "JPM20237622", "title": "JPM Notes to consolidated financial statements", "text": "(e)As of December 31, 2023 and 2022, collateral held by the Firm in support of securities lending indemnification agreements was $300.3 billion and $298.5 billion, respectively. Securities lending collateral primarily consists of cash, G7 government securities, and securities issued by U.S. GSEs and government agencies."}
-{"_id": "JPM20237623", "title": "JPM Notes to consolidated financial statements", "text": "(f)As of December 31, 2023 and 2022, includes guarantees to the Fixed Income Clearing Corporation under the sponsored member repo program and commitments and guarantees associated with the Firm\u2019s membership in certain clearing houses."}
-{"_id": "JPM20237624", "title": "JPM Notes to consolidated financial statements", "text": "(g)As of December 31, 2023 and 2022, primarily includes unfunded commitments related to certain tax-oriented equity investments, other equity investment commitments. and unfunded commitments to purchase secondary market loans."}
-{"_id": "JPM20237625", "title": "JPM Notes to consolidated financial statements", "text": "(h)For lending-related products, the carrying value includes the allowance for lending-related commitments and the guarantee liability; for derivative-related products, and lending-related commitments for which the fair value option was elected, the carrying value represents the fair value."}
-{"_id": "JPM20237626", "title": "JPM Notes to consolidated financial statements", "text": "(i)For lending-related commitments, the carrying value also includes fees and any purchase discounts or premiums that are deferred and recognized in accounts payable and other liabilities on the Consolidated balance sheets. Deferred amounts for revolving commitments and commitments not expected to fund, are amortized to lending- and deposit-related fees on a straight line basis over the commitment period. For all other commitments the deferred amounts remain deferred until the commitment funds or is sold."}
-{"_id": "JPM20237627", "title": "JPM Notes to consolidated financial statements", "text": "(j)As of December 31, 2023, includes fair value adjustments associated with First Republic for residential real estate lending-related commitments totaling $630 million, for auto and other lending-related commitments totaling $148 million and for other unfunded commitments to extend credit totaling $1.1 billion. Refer to Note 34 for additional information."}
-{"_id": "JPM20237628", "title": "JPM Notes to consolidated financial statements", "text": "(k)As of December 31, 2022, included net markdowns on held-for-sale positions related to unfunded commitments in the bridge financing portfolio."}
-{"_id": "JPM20237631", "title": "JPM Other unfunded commitments to extend credit", "text": "Other unfunded commitments to extend credit generally consist of commitments for working capital and general corporate purposes, extensions of credit to support commercial paper facilities and bond financings in the event that those obligations cannot be remarketed to new investors, as well as committed liquidity facilities to clearing organizations. The Firm also issues commitments under multipurpose facilities which could be drawn upon in several forms, including the issuance of a standby letter of credit."}
-{"_id": "JPM20237633", "title": "JPM Guarantees", "text": "U.S. GAAP requires that a guarantor recognize, at the inception of a guarantee, a liability in an amount equal to the fair value of the obligation undertaken in issuing the guarantee. U.S. GAAP defines a guarantee as a contract that contingently requires the guarantor to pay the guaranteed party based upon: (a) changes in an underlying asset, liability or equity security of the guaranteed party; or (b) a third party\u2019s failure to perform under a specified agreement. The Firm considers the following off\u2013balance sheet arrangements to be guarantees under U.S. GAAP: standby letters of credit and other financial guarantees, securities lending indemnifications, certain indemnification agreements included within third-party contractual arrangements, certain derivative contracts and the guarantees under the sponsored member repo program."}
-{"_id": "JPM20237634", "title": "JPM Guarantees", "text": "As required by U.S. GAAP, the Firm initially records guarantees at the inception date fair value of the non-contingent obligation assumed (e.g., the amount of consideration received or the net present value of the premium receivable). For these obligations, the Firm records this fair value amount in other liabilities with an offsetting entry recorded in cash (for premiums received),"}
-{"_id": "JPM20237635", "title": "JPM Guarantees", "text": "or other assets (for premiums receivable). Any premium receivable recorded in other assets is reduced as cash is received under the contract, and the fair value of the liability recorded at inception is amortized into income as lending and deposit-related fees over the life of the guarantee contract. The lending-related contingent obligation is recognized based on expected credit losses in addition to, and separate from, any non-contingent obligation."}
-{"_id": "JPM20237636", "title": "JPM Guarantees", "text": "Non-lending-related contingent obligations are recognized when the liability becomes probable and reasonably estimable. These obligations are not recognized if the estimated amount is less than the carrying amount of any non-contingent liability recognized at inception (adjusted for any amortization). Examples of non-lending-related contingent obligations include indemnifications provided in sales agreements, where a portion of the sale proceeds is allocated to the guarantee, which adjusts the gain or loss that would otherwise result from the transaction. For these indemnifications, the initial liability is amortized to income as the Firm\u2019s risk is reduced (i.e., over time or when the indemnification expires)."}
-{"_id": "JPM20237637", "title": "JPM Guarantees", "text": "The contractual amount and carrying value of guarantees and indemnifications are included in the table on page 292."}
-{"_id": "JPM20237638", "title": "JPM Guarantees", "text": "For additional information on the guarantees, see below."}
-{"_id": "JPM20237640", "title": "JPM Standby letters of credit and other financial guarantees", "text": "Standby letters of credit and other financial guarantees are conditional lending commitments issued by the Firm to guarantee the performance of a client or customer to a third party under certain arrangements, such as commercial paper facilities, bond financings, acquisition financings, trade financings and similar transactions."}
-{"_id": "JPM20237641", "title": "JPM Standby letters of credit and other financial guarantees", "text": "The following table summarizes the contractual amount and carrying value of standby letters of credit and other financial guarantees and other letters of credit arrangements as of December 31, 2023 and 2022."}
-{"_id": "JPM20237651", "title": "JPM Standby letters of credit and other financial guarantees", "text": "Standby letters of credit, other financial guarantees and other letters of credit ######2023##########2022#### December 31, (in millions)####Standby letters of credit and other financial guarantees######Other letters of credit####Standby letters of credit and other financial guarantees######Other letters of credit Investment-grade(a)##$##19,694####$##3,552##$##19,205####$##3,040 Noninvestment-grade(a)####9,178######836####8,234######1,094 Total contractual amount##$##28,872####$##4,388##$##27,439####$##4,134 Allowance for lending-related commitments##$##110####$##37##$##82####$##6 Guarantee liability####369######\u2014####326######\u2014 Total carrying value##$##479####$##37##$##408####$##6 Commitments with collateral##$##16,861####$##539##$##15,296####$##795"}
-{"_id": "JPM20237652", "title": "JPM Standby letters of credit and other financial guarantees", "text": "(a)The ratings scale is based on the Firm\u2019s internal risk ratings. Refer to Note 12 for further information on internal risk ratings."}
-{"_id": "JPM20237656", "title": "JPM Securities lending indemnifications", "text": "Through the Firm\u2019s securities lending program, counterparties\u2019 securities, via custodial and non-custodial arrangements, may be lent to third parties. As part of this program, the Firm provides an indemnification in the lending agreements which protects the lender against the failure of the borrower to return the lent securities. To minimize its liability under these indemnification agreements, the Firm obtains cash or other highly liquid collateral with a market value exceeding 100% of the value of the securities on loan from the borrower. Collateral is marked to market daily to help assure that collateralization is adequate. Additional collateral is called from the borrower if a shortfall exists, or collateral may be released to the borrower in the event of overcollateralization. If a borrower defaults, the Firm would use the collateral held to purchase replacement securities in the market or to credit the lending client or counterparty with the cash equivalent thereof."}
-{"_id": "JPM20237657", "title": "JPM Securities lending indemnifications", "text": "The cash collateral held by the Firm may be invested on behalf of the client in indemnified resale agreements, whereby the Firm indemnifies the client against the loss of principal invested. To minimize its liability under these agreements, the Firm obtains collateral with a market value exceeding 100% of the principal invested."}
-{"_id": "JPM20237659", "title": "JPM Derivatives qualifying as guarantees", "text": "The Firm transacts in certain derivative contracts that have the characteristics of a guarantee under U.S. GAAP. These contracts include written put options that require the Firm to purchase assets upon exercise by the option holder at a specified price by a specified date in the future. The Firm may enter into written put option contracts in order to meet client needs, or for other trading purposes. The terms of written put options are typically five years or less."}
-{"_id": "JPM20237660", "title": "JPM Derivatives qualifying as guarantees", "text": "Derivatives deemed to be guarantees also includes stable value contracts, commonly referred to as \u201cstable value products\u201d, that require the Firm to make a payment of the difference between the market value and the book value of a counterparty\u2019s reference portfolio of assets in the event that market value is less than book value and certain other conditions have been met. Stable value products are transacted in order to allow investors to realize investment returns with less volatility than an unprotected portfolio. These contracts are typically longer-term or may have no stated maturity, but allow the Firm to elect to terminate the contract under certain conditions."}
-{"_id": "JPM20237661", "title": "JPM Derivatives qualifying as guarantees", "text": "The notional value of derivative guarantees generally represents the Firm\u2019s maximum exposure. However, exposure to certain stable value products is contractually limited to a substantially lower percentage of the notional amount."}
-{"_id": "JPM20237662", "title": "JPM Derivatives qualifying as guarantees", "text": "The fair value of derivative guarantees reflects the probability, in the Firm\u2019s view, of whether the Firm will be required to perform under the contract. The Firm reduces exposures to these contracts by entering into offsetting transactions, or by entering into contracts that hedge the market risk related to the derivative guarantees."}
-{"_id": "JPM20237670", "title": "JPM Derivatives qualifying as guarantees", "text": "The following table summarizes the derivatives qualifying as guarantees as of December 31, 2023 and 2022. (in millions)####December 31, 2023####December 31, 2022 Notional amounts######## Derivative guarantees##$##54,562##$##59,180 Stable value contracts with contractually limited exposure####32,488####31,820 Maximum exposure of stable value contracts with contractually limited exposure####1,652####2,063 Fair value######## Derivative payables####89####649"}
-{"_id": "JPM20237671", "title": "JPM Derivatives qualifying as guarantees", "text": "In addition to derivative contracts that meet the characteristics of a guarantee, the Firm is both a purchaser and seller of credit protection in the credit derivatives market. Refer to Note 5 for a further discussion of credit derivatives."}
-{"_id": "JPM20237673", "title": "JPM Unsettled securities financing agreements", "text": "In the normal course of business, the Firm enters into resale and securities borrowed agreements. At settlement, these commitments result in the Firm advancing cash to and receiving securities collateral from the counterparty. The Firm also enters into repurchase and securities loaned agreements. At settlement, these commitments result in the Firm receiving cash from and providing securities collateral to the counterparty. Such agreements settle at a future date. These agreements generally do not meet the definition of a derivative, and therefore, are not recorded on the Consolidated balance sheets until settlement date. These agreements predominantly have regular-way settlement terms. Refer to Note 11 for a further discussion of securities financing agreements."}
-{"_id": "JPM20237676", "title": "JPM Mortgage repurchase liability", "text": "In connection with the Firm\u2019s mortgage loan sale and securitization activities with U.S. GSEs the Firm has made representations and warranties that the loans sold meet certain requirements, and that may require the Firm to repurchase mortgage loans and/or indemnify the loan purchaser if such representations and warranties are breached by the Firm."}
-{"_id": "JPM20237678", "title": "JPM Private label securitizations", "text": "The liability related to repurchase demands associated with private label securitizations is separately evaluated by the Firm in establishing its litigation reserves."}
-{"_id": "JPM20237679", "title": "JPM Private label securitizations", "text": "Refer to Note 30 for additional information regarding litigation."}
-{"_id": "JPM20237681", "title": "JPM Loans sold with recourse", "text": "The Firm provides servicing for mortgages and certain commercial lending products on both a recourse and nonrecourse basis. In nonrecourse servicing, the principal credit risk to the Firm is the cost of temporary servicing advances of funds (i.e., normal servicing advances). In recourse servicing, the servicer agrees to share credit risk with the owner of the mortgage loans, such as Fannie Mae"}
-{"_id": "JPM20237683", "title": "JPM 294 JPMorgan Chase & Co./2023 Form 10-K", "text": "or Freddie Mac or a private investor, insurer or guarantor. Losses on recourse servicing predominantly occur when foreclosure sales proceeds of the property underlying a defaulted loan are less than the sum of the outstanding principal balance, plus accrued interest on the loan and the cost of holding and disposing of the underlying property. The Firm\u2019s securitizations are predominantly nonrecourse, thereby effectively transferring the risk of future credit losses to the purchaser of the mortgage-backed securities issued by the trust. The unpaid principal balance of loans sold with recourse as well as the carrying value of the related liability that the Firm has recorded in accounts payable and other liabilities on the Consolidated balance sheets, which is representative of the Firm\u2019s view of the likelihood it will have to perform under its recourse obligations, are disclosed in the table on page 292."}
-{"_id": "JPM20237686", "title": "JPM Indemnification agreements \u2013 general", "text": "In connection with issuing securities to investors outside the U.S., the Firm may agree to pay additional amounts to the holders of the securities in the event that, due to a change in tax law, certain types of withholding taxes are imposed on payments on the securities. The terms of the securities may also give the Firm the right to redeem the securities if such additional amounts are payable. The Firm may also enter into indemnification clauses in connection with the licensing of software to clients (\u201csoftware licensees\u201d) or when it sells a business or assets to a third party (\u201cthird-party purchasers\u201d), pursuant to which it indemnifies software licensees for claims of liability or damages that may occur subsequent to the licensing of the software, or third-party purchasers for losses they may incur due to actions taken by the Firm prior to the sale of the business or assets. It is difficult to estimate the Firm\u2019s maximum exposure under these indemnification arrangements, since this would require an assessment of future changes in tax law and future claims that may be made against the Firm that have not yet occurred. However, based on historical experience, management expects the risk of loss to be remote."}
-{"_id": "JPM20237688", "title": "JPM Merchant charge-backs", "text": "Under the rules of payment networks, in its role as a merchant acquirer, the Firm\u2019s Merchant Services business in CIB Payments, retains a contingent liability for disputed processed credit and debit card transactions that result in a charge-back to the merchant. If a dispute is resolved in the cardholder\u2019s favor, the Firm will (through the cardholder\u2019s issuing bank) credit or refund the amount to the cardholder and will charge back the transaction to the merchant. If the Firm is unable to collect the amount from the merchant, the Firm will bear the loss for the amount credited or refunded to the cardholder. The Firm mitigates this risk by withholding future settlements, retaining cash reserve accounts or obtaining other collateral. In addition, the Firm recognizes a valuation allowance that covers the payment or performance risk related to charge-backs."}
-{"_id": "JPM20237689", "title": "JPM Merchant charge-backs", "text": "For the years ended December 31, 2023, 2022 and 2021, the Firm processed an aggregate volume of $2,411.0 billion, $2,158.4 billion, and $1,886.7 billion, respectively."}
-{"_id": "JPM20237691", "title": "JPM Clearing Services \u2013 Client Credit Risk", "text": "The Firm provides clearing services for clients by entering into securities purchases and sales and derivative contracts with CCPs, including ETDs such as futures and options, as well as OTC-cleared derivative contracts. As a clearing member, the Firm stands behind the performance of its clients, collects cash and securities collateral (margin) as well as any settlement amounts due from or to clients, and remits them to the relevant CCP or client in whole or part. There are two types of margin: variation margin is posted on a daily basis based on the value of clients\u2019 derivative contracts and initial margin is posted at inception of a derivative contract, generally on the basis of the potential changes in the variation margin requirement for the contract."}
-{"_id": "JPM20237692", "title": "JPM Clearing Services \u2013 Client Credit Risk", "text": "As a clearing member, the Firm is exposed to the risk of nonperformance by its clients, but is not liable to clients for the performance of the CCPs. Where possible, the Firm seeks to mitigate its risk to the client through the collection of appropriate amounts of margin at inception and throughout the life of the transactions. The Firm can also cease providing clearing services if clients do not adhere to their obligations under the clearing agreement. In the event of nonperformance by a client, the Firm would close out the client\u2019s positions and access available margin. The CCP would utilize any margin it holds to make itself whole, with any remaining shortfalls required to be paid by the Firm as a clearing member."}
-{"_id": "JPM20237693", "title": "JPM Clearing Services \u2013 Client Credit Risk", "text": "The Firm reflects its exposure to nonperformance risk of the client through the recognition of margin receivables from clients and margin payables to CCPs; the clients\u2019 underlying securities or derivative contracts are not reflected in the Firm\u2019s Consolidated Financial Statements."}
-{"_id": "JPM20237694", "title": "JPM Clearing Services \u2013 Client Credit Risk", "text": "It is difficult to estimate the Firm\u2019s maximum possible exposure through its role as a clearing member, as this would require an assessment of transactions that clients may execute in the future. However, based upon historical experience, and the credit risk mitigants available to the Firm, management believes it is unlikely that the Firm will have to make any material payments under these arrangements and the risk of loss is expected to be remote."}
-{"_id": "JPM20237695", "title": "JPM Clearing Services \u2013 Client Credit Risk", "text": "Refer to Note 5 for information on the derivatives that the Firm executes for its own account and records in its Consolidated Financial Statements."}
-{"_id": "JPM20237699", "title": "JPM Exchange & Clearing House Memberships", "text": "The Firm is a member of several securities and derivative exchanges and clearing houses, both in the U.S. and other countries, and it provides clearing services to its clients. Membership in some of these organizations requires the Firm to pay a pro rata share of the losses incurred by the organization as a result of the default of another member. Such obligations vary with different organizations. These obligations may be limited to the amount (or a multiple of the amount) of the Firm\u2019s contribution to the guarantee fund maintained by a clearing house or exchange as part of the resources available to cover any losses in the event of a member default. Alternatively, these obligations may also include a pro rata share of the residual losses after applying the guarantee fund. Additionally, certain clearing houses require the Firm as a member to pay a pro rata share of losses that may result from the clearing house\u2019s investment of guarantee fund contributions and initial margin, unrelated to and independent of the default of another member. Generally a payment would only be required should such losses exceed the resources of the clearing house or exchange that are contractually required to absorb the losses in the first instance. In certain cases, it is difficult to estimate the Firm\u2019s maximum possible exposure under these membership agreements, since this would require an assessment of future claims that may be made against the Firm that have not yet occurred. However, based on historical experience, management expects the risk of loss to the Firm to be remote. Where the Firm\u2019s maximum possible exposure can be estimated, the amount is disclosed in the table on page 292, in the Exchange & clearing house guarantees and commitments line."}
-{"_id": "JPM20237701", "title": "JPM Sponsored member repo program", "text": "The Firm acts as a sponsoring member to clear eligible overnight and term resale and repurchase agreements through the Government Securities Division of the Fixed Income Clearing Corporation (\u201cFICC\u201d) on behalf of clients that become sponsored members under the FICC\u2019s rules. The Firm also guarantees to the FICC the prompt and full payment and performance of its sponsored member clients\u2019 respective obligations under the FICC\u2019s rules. The Firm minimizes its liability under these guarantees by obtaining a security interest in the cash or high-quality securities collateral that the clients place with the clearing house; therefore, the Firm expects the risk of loss to be remote. The Firm\u2019s maximum possible exposure, without taking into consideration the associated collateral, is included in the Exchange & clearing house guarantees and commitments line on page 292. Refer to Note 11 for additional information on credit risk mitigation practices on resale agreements and the types of collateral pledged under repurchase agreements."}
-{"_id": "JPM20237703", "title": "JPM Guarantees of subsidiaries", "text": "In the normal course of business, the Parent Company may provide counterparties with guarantees of certain of the trading and other obligations of its subsidiaries on a contract-by-contract basis, as negotiated with the Firm\u2019s"}
-{"_id": "JPM20237704", "title": "JPM Guarantees of subsidiaries", "text": "counterparties. The obligations of the subsidiaries are included on the Firm\u2019s Consolidated balance sheets or are reflected as off-balance sheet commitments; therefore, the Parent Company has not recognized a separate liability for these guarantees. The Firm believes that the occurrence of any event that would trigger payments by the Parent Company under these guarantees is remote."}
-{"_id": "JPM20237705", "title": "JPM Guarantees of subsidiaries", "text": "The Parent Company has guaranteed certain long-term debt and structured notes of its subsidiaries, including JPMorgan Chase Financial Company LLC (\u201cJPMFC\u201d), a 100%-owned finance subsidiary. All securities issued by JPMFC are fully and unconditionally guaranteed by the Parent Company and no other subsidiary of the parent company guarantees these securities. These guarantees, which rank pari passu with the Firm\u2019s unsecured and unsubordinated indebtedness, are not included in the table on page 292 of this Note. Refer to Note 20 for additional information."}
-{"_id": "JPM20237709", "title": "JPM Pledged assets", "text": "The Firm pledges financial assets that it owns to maintain potential borrowing capacity at discount windows with Federal Reserve banks, various other central banks and FHLBs. Additionally, the Firm pledges assets for other purposes, including to collateralize repurchase and other securities financing agreements, to cover short sales and to collateralize derivative contracts and deposits. Certain of these pledged assets may be sold or repledged or otherwise used by the secured parties and are parenthetically identified on the Consolidated balance sheets as assets pledged."}
-{"_id": "JPM20237715", "title": "JPM Pledged assets", "text": "The following table presents the Firm\u2019s pledged assets. December 31, (in billions)####2023####2022 Assets that may be sold or repledged or otherwise used by secured parties##$##145.0##$##110.8 Assets that may not be sold or repledged or otherwise used by secured parties (a)####244.2####114.8 Assets pledged at Federal Reserve banks and FHLBs####675.6####567.6 Total pledged assets##$##1,064.8##$##793.2"}
-{"_id": "JPM20237716", "title": "JPM Pledged assets", "text": "(a)As of December 31, 2023, included $88.4 billion of assets pledged to the FDIC associated with the First Republic acquisition. Refer to Note 34 for additional information."}
-{"_id": "JPM20237722", "title": "JPM Pledged assets", "text": "Total pledged assets do not include assets of consolidated VIEs; these assets are used to settle the liabilities of those entities. Refer to Note 14 for additional information on assets and liabilities of consolidated VIEs. Refer to Note 11 for additional information on the Firm\u2019s securities financing activities. Refer to Note 20 for additional information on the Firm\u2019s long-term debt. The significant components of the Firm\u2019s pledged assets were as follows. December 31, (in billions)####2023####2022 Investment securities##$##108.6##$##104.4 Loans####681.7####485.9 Trading assets and other####274.5####202.9 Total pledged assets##$##1,064.8##$##793.2"}
-{"_id": "JPM20237724", "title": "JPM Collateral", "text": "The Firm accepts financial assets as collateral that it is permitted to sell or repledge, deliver or otherwise use. This collateral is generally obtained under resale and other securities financing agreements, prime brokerage-related held-for-investment customer receivables and derivative contracts. Collateral is generally used under repurchase and other securities financing agreements, to cover short sales, and to collateralize derivative contracts and deposits."}
-{"_id": "JPM20237728", "title": "JPM Collateral", "text": "The following table presents the fair value of collateral accepted. December 31, (in billions)####2023####2022 Collateral permitted to be sold or repledged, delivered, or otherwise used##$##1,303.9##$##1,346.9 Collateral sold, repledged, delivered or otherwise used####982.8####1,019.4"}
-{"_id": "JPM20237733", "title": "JPM Contingencies", "text": "As of December 31, 2023, the Firm and its subsidiaries and affiliates are defendants or respondents in numerous evolving legal proceedings, including private proceedings, public proceedings, government investigations, regulatory enforcement matters, and the matters described below. The litigations range from individual actions involving a single plaintiff to class action lawsuits with potentially millions of class members. Investigations and regulatory enforcement matters involve both formal and informal proceedings, by both governmental agencies and self-regulatory organizations. These legal proceedings are at varying stages of adjudication, arbitration or investigation, and involve each of the Firm\u2019s lines of business and several geographies and a wide variety of claims (including common law tort and contract claims and statutory antitrust, securities and consumer protection claims), some of which present novel legal theories."}
-{"_id": "JPM20237738", "title": "JPM Contingencies", "text": "The Firm believes the estimate of the aggregate range of reasonably possible losses, in excess of reserves established, for its legal proceedings is from $0 to approximately $1.3 billion at December 31, 2023. This estimated aggregate range of reasonably possible losses was based upon information available as of that date for those proceedings in which the Firm believes that an estimate of reasonably possible loss can be made. For certain matters, the Firm does not believe that such an estimate can be made, as of that date. The Firm\u2019s estimate of the aggregate range of reasonably possible losses involves significant judgment, given: \u2022the number, variety and varying stages of the proceedings, including the fact that many are in preliminary stages, \u2022the existence in many such proceedings of multiple defendants, including the Firm, whose share of liability (if any) has yet to be determined, \u2022the numerous yet-unresolved issues in many of the proceedings, including issues regarding class certification and the scope of many of the claims, and \u2022the uncertainty of the various potential outcomes of such proceedings, including where the Firm has made assumptions concerning future rulings by the court or other adjudicator, or about the behavior or incentives of adverse parties or regulatory authorities, and those assumptions prove to be incorrect."}
-{"_id": "JPM20237739", "title": "JPM Contingencies", "text": "In addition, the outcome of a particular proceeding may be a result which the Firm did not take into account in its estimate because the Firm had deemed the likelihood of that outcome to be remote. Accordingly, the Firm\u2019s estimate of the aggregate range of reasonably possible losses will change from time to time, and actual losses may vary significantly."}
-{"_id": "JPM20237740", "title": "JPM Contingencies", "text": "Set forth below are descriptions of the Firm\u2019s material legal proceedings."}
-{"_id": "JPM20237741", "title": "JPM Contingencies", "text": "1MDB Litigation. J.P. Morgan (Suisse) SA was named as a defendant in a civil litigation filed in May 2021 in Malaysia by 1Malaysia Development Berhad (\u201c1MDB\u201d), a Malaysian state-owned and controlled investment fund. The claim alleges \u201cdishonest assistance\u201d against J.P. Morgan (Suisse) SA in relation to payments of $300 million and $500 million, from 2009 and 2010, respectively, received from 1MDB and paid into an account at J.P. Morgan (Suisse) SA held by 1MDB PetroSaudi Limited, a joint venture company between 1MDB and PetroSaudi Holdings (Cayman) Limited. The Firm is challenging the validity of service and the Malaysian Court\u2019s jurisdiction to hear the claim. In August 2023 the Court denied an application by 1MDB to discontinue its claim with permission to re-file a new claim in the future. An appeals court is scheduled in August 2024 to hear separate appeals filed by 1MDB and the Firm against that August 2023 decision. In its appeal, the Firm seeks to prevent any claim from continuing."}
-{"_id": "JPM20237742", "title": "JPM Contingencies", "text": "In addition, in November 2023, the Federal Office of the Attorney General (OAG) in Switzerland notified J.P. Morgan (Suisse) SA that it is conducting an investigation into possible criminal liability in connection with transactions arising from J.P. Morgan (Suisse) SA\u2019s relationship with the 1MDB PetroSaudi joint venture and its related persons for the period September 2009 through August 2015. The OAG investigation is ongoing."}
-{"_id": "JPM20237743", "title": "JPM Contingencies", "text": "Amrapali. India\u2019s Enforcement Directorate (\u201cED\u201d) is investigating J.P. Morgan India Private Limited in connection with investments made in 2010 and 2012 by two offshore funds formerly managed by JPMorgan Chase entities into residential housing projects developed by the Amrapali Group (\u201cAmrapali\u201d) relating to delays in delivering or failure to deliver residential units. In August 2021, the ED issued an order fining J.P. Morgan India Private Limited approximately $31.5 million, and the Firm is appealing that order. Relatedly, in July 2019, the Supreme Court of India issued an order making preliminary findings that Amrapali and other parties, including unspecified JPMorgan Chase entities and the offshore funds that had invested in the projects, violated certain criminal currency control and money laundering provisions, and ordered the ED to conduct a further inquiry. The Firm is responding to and cooperating with the inquiry."}
-{"_id": "JPM20237744", "title": "JPM Contingencies", "text": "Foreign Exchange Investigations and Litigation. The Firm previously reported settlements with certain government authorities relating to its foreign exchange (\u201cFX\u201d) sales and trading activities and controls related to those activities. Among those resolutions, in May 2015, the Firm pleaded guilty to a single violation of federal antitrust law. The Department of Labor (\"DOL\") granted the Firm exemptions that permit the Firm and its affiliates to continue to rely on the Qualified Professional Asset Manager exemption under"}
-{"_id": "JPM20237746", "title": "JPM 298 JPMorgan Chase & Co./2023 Form 10-K", "text": "the Employee Retirement Income Security Act (\u201cERISA\u201d) through the ten-year disqualification period following the antitrust plea. The only remaining FX-related governmental inquiry is a South Africa Competition Commission matter which is currently pending before the South Africa Competition Tribunal."}
-{"_id": "JPM20237747", "title": "JPM 298 JPMorgan Chase & Co./2023 Form 10-K", "text": "With respect to civil litigation matters, in a putative class action filed against the Firm and other foreign exchange dealers on behalf of certain parties who purchased foreign currencies at allegedly inflated rates, the District Court denied certification of a class and granted summary judgment against the named plaintiffs in March 2023. An appeal by those plaintiffs of the District Court's decision is pending. In addition, some FX-related individual and putative class actions based on similar alleged underlying conduct have been filed outside the U.S., including in the U.K., Israel, the Netherlands, Brazil and Australia. An agreement to resolve one of the U.K. actions was reached in December 2022. In July 2023, the U.K. Court of Appeal overturned the Competition Appeal Tribunal's earlier denial of a request for class certification on an opt-out basis. In Israel, a settlement in principle has been reached on the putative class action, which remains subject to court approval."}
-{"_id": "JPM20237748", "title": "JPM 298 JPMorgan Chase & Co./2023 Form 10-K", "text": "Government Inquiries Related to the Zelle Network. The Firm is responding to inquiries from civil government authorities regarding the handling of disputes related to transfers of funds through the Zelle Network. The Firm is cooperating with these inquiries and responding to requests for information."}
-{"_id": "JPM20237749", "title": "JPM 298 JPMorgan Chase & Co./2023 Form 10-K", "text": "Interchange Litigation. Groups of merchants and retail associations filed a series of class action complaints alleging that Visa and Mastercard, as well as certain banks, conspired to set the price of credit and debit card interchange fees and enacted related rules in violation of antitrust laws."}
-{"_id": "JPM20237750", "title": "JPM 298 JPMorgan Chase & Co./2023 Form 10-K", "text": "In September 2018, the parties settled the class action seeking monetary relief, with the defendants collectively contributing approximately $6.2 billion. The settlement has been approved by the District Court and affirmed on appeal. Based on the percentage of merchants that opted out of the settlement, $700 million has been returned to the defendants from the settlement escrow. A separate class action seeking injunctive relief continues, and in September 2021, the District Court granted plaintiffs\u2019 motion for class certification in part, and denied the motion in part."}
-{"_id": "JPM20237751", "title": "JPM 298 JPMorgan Chase & Co./2023 Form 10-K", "text": "Of the merchants who opted out of the damages class settlement, certain merchants filed individual actions raising similar allegations against Visa and Mastercard, as well as against the Firm and other banks. While some of those actions remain pending, the defendants have reached settlements with the merchants who opted out representing approximately 70% of the combined Mastercard-branded and Visa-branded payment card sales volume."}
-{"_id": "JPM20237752", "title": "JPM 298 JPMorgan Chase & Co./2023 Form 10-K", "text": "Jeffrey Epstein Litigation. JPMorgan Chase Bank, N.A. was named as a defendant in lawsuits filed in the United States"}
-{"_id": "JPM20237753", "title": "JPM 298 JPMorgan Chase & Co./2023 Form 10-K", "text": "District Court for the Southern District of New York alleging that JPMorgan Chase Bank, N.A. knowingly facilitated Jeffrey Epstein\u2019s sex trafficking and other unlawful conduct by providing banking services to Epstein until 2013. In June 2023, the Court granted preliminary approval of a settlement between the victim class and JPMorgan Chase Bank, N.A., pursuant to which JPMorgan Chase Bank, N.A. paid $290 million to a fund for Epstein survivors. In November 2023, the Court granted final approval of the settlement, rejecting objections, including those of certain state Attorneys General, regarding the victims\u2019 releases."}
-{"_id": "JPM20237754", "title": "JPM 298 JPMorgan Chase & Co./2023 Form 10-K", "text": "LIBOR and Other Benchmark Rate Investigations and Litigation. JPMorgan Chase has responded to inquiries from various governmental agencies and entities around the world relating primarily to the British Bankers Association\u2019s (\u201cBBA\u201d) London Interbank Offered Rate (\u201cLIBOR\u201d) for various currencies and the European Banking Federation\u2019s Euro Interbank Offered Rate (\u201cEURIBOR\u201d). The Swiss Competition Commission\u2019s investigation relating to EURIBOR, to which the Firm and one other bank remain subject, continues. The Firm appealed a December 2016 decision by the European Commission against the Firm and other banks finding an infringement of European antitrust rules relating to EURIBOR. In December 2023, the European General Court annulled the fine imposed by the European Commission, but exercised its discretion to re-impose a fine in an identical amount. The Firm is considering its options."}
-{"_id": "JPM20237755", "title": "JPM 298 JPMorgan Chase & Co./2023 Form 10-K", "text": "In addition, the Firm has been named as a defendant along with other banks in various individual and putative class actions related to benchmark rates, including U.S. dollar LIBOR. In actions related to U.S. dollar LIBOR during the period that it was administered by the BBA, the Firm has obtained dismissal of certain actions and resolved certain other actions, and others are in various stages of litigation. The United States District Court for the Southern District of New York has granted class certification of antitrust claims related to bonds and interest rate swaps sold directly by the defendants, including the Firm. In addition, a lawsuit filed by a group of individual plaintiffs asserting antitrust claims, alleging that the Firm and other defendants were engaged in an unlawful agreement to set U.S. dollar LIBOR and conspired to monopolize the market for LIBOR-based consumer loans and credit cards was dismissed in October 2023. Plaintiff filed an appeal of the dismissal to the United States Court of Appeals for the Ninth Circuit in November 2023. The Firm has resolved all non-U.S. dollar LIBOR actions."}
-{"_id": "JPM20237756", "title": "JPM 298 JPMorgan Chase & Co./2023 Form 10-K", "text": "Russian Litigation. The Firm is obligated to comply with international sanctions laws, which mandate the freezing or restriction of certain assets. These laws apply when assets associated with individuals, companies, products or services are within the scope of the sanctions. The Firm has faced actual and threatened litigation in Russia seeking payments on transactions that the Firm cannot make, and is contractually excused from paying, under relevant sanctions laws, with judgment entered against the Firm in one claim in February 2024. The Russian court may"}
-{"_id": "JPM20237759", "title": "JPM Notes to consolidated financial statements", "text": "disregard the parties\u2019 contractual agreement on forum selection, and may not recognize foreign sanctions laws as a basis for not making payment. The Firm holds assets in Russia, which could be seized if the claims are granted and enforced."}
-{"_id": "JPM20237760", "title": "JPM Notes to consolidated financial statements", "text": "SEC Inquiries. The Firm is responding to requests from the SEC regarding aspects of certain advisory programs within J.P. Morgan Securities LLC, including aggregation of accounts for billing, discounting advisory fees, and selecting portfolio managers. Separately, the Firm is responding to requests from the SEC in connection with the timing of the Firm\u2019s liquidation of shares distributed in-kind to certain investment vehicles that invest in third-party managed private funds. The Firm is cooperating with the SEC in regard to both inquires."}
-{"_id": "JPM20237761", "title": "JPM Notes to consolidated financial statements", "text": "Securities Lending Antitrust Litigation. JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC, J.P. Morgan Prime, Inc., and J.P. Morgan Strategic Securities Lending Corp. are named as defendants in a putative class action filed in the United States District Court for the Southern District of New York. The complaint asserts violations of federal antitrust law and New York State common law in connection with an alleged conspiracy to prevent the emergence of anonymous exchange trading for securities lending transactions. The settlement of this action by the parties has been preliminarily approved, and is subject to final court approval."}
-{"_id": "JPM20237762", "title": "JPM Notes to consolidated financial statements", "text": "Shareholder Litigation. Several shareholder putative class actions, as well as shareholder derivative actions purporting to act on behalf of the Firm, have been filed against the Firm, its Board of Directors and certain of its current and former officers."}
-{"_id": "JPM20237763", "title": "JPM Notes to consolidated financial statements", "text": "Certain of these shareholder suits relate to historical trading practices by former employees in the precious metals and U.S. treasuries markets and related conduct which were the subject of the Firm\u2019s resolutions with the DOJ, CFTC and SEC in September 2020, and fiduciary activities that were separately the subject of a resolution between JPMorgan Chase Bank, N.A. and the OCC in November 2020. One of these shareholder derivative suits was filed in the Supreme Court of the State of New York in May 2022, asserting breach of fiduciary duty and unjust enrichment claims relating to the historical trading practices and related conduct and fiduciary activities which were the subject of the resolutions described above. In December 2022, the court granted defendants\u2019 motion to dismiss this action in full, and in July 2023, the plaintiff filed an appeal, which remains pending. A second shareholder derivative action was filed in the United States District Court for the Eastern District of New York in December 2022 relating to the historical trading practices and related conduct, which asserts breach of fiduciary duty and contribution claims and alleges that the shareholder is excused from making a demand to commence litigation because such a demand would have been futile. Defendants have moved to dismiss the complaint. In addition, a consolidated putative class action is pending in the United"}
-{"_id": "JPM20237764", "title": "JPM Notes to consolidated financial statements", "text": "States District Court for the Eastern District of New York on behalf of shareholders who acquired shares of JPMorgan Chase common stock during the putative class period, alleging that certain SEC filings of the Firm were materially false or misleading because they did not disclose certain information relating to the historical trading practices and conduct. In December 2023, the court granted Defendants\u2019 motion to dismiss the amended complaint."}
-{"_id": "JPM20237765", "title": "JPM Notes to consolidated financial statements", "text": "A shareholder derivative suit was filed in May 2023 in the United States District Court for the Southern District of New York against various officers and directors of the Firm asserting breaches of fiduciary duty and unjust enrichment based upon allegations that the defendants caused the Firm to retain Jeffrey Epstein as a client of the bank after defendants knew, or should have known, that Epstein was using the Firm\u2019s financial services to facilitate his alleged sex trafficking activities. In December 2023, the Court dismissed the derivative action."}
-{"_id": "JPM20237766", "title": "JPM Notes to consolidated financial statements", "text": "A separate shareholder derivative suit was filed in March 2022 in the United States District Court for the Eastern District of New York asserting breaches of fiduciary duty and violations of federal securities laws based on the alleged failure of the Board of Directors to exercise adequate oversight over the Firm\u2019s compliance with records preservation requirements which were the subject of resolutions between certain of the Firm\u2019s subsidiaries and the SEC and the CFTC. Defendants\u2019 motion to dismiss the amended complaint is pending."}
-{"_id": "JPM20237767", "title": "JPM Notes to consolidated financial statements", "text": "Trading Venues Investigations. The Firm has been responding to government inquiries regarding its processes to inventory trading venues and confirm the completeness of certain data fed to trade surveillance platforms. The Firm self-identified that certain trading and order data through the CIB was not feeding into its trade surveillance platforms. The Firm has completed enhancements to the CIB\u2019s venue inventory and data completeness controls, and other remediation is underway. The Firm has also performed a review of the data not originally surveilled, which is nearly complete, and has not identified any employee misconduct, harm to clients or the market. While the identified gaps represent a fraction of the overall activity across the CIB, the data gap on one venue, which largely consisted of sponsored client access activity, was significant. The Firm is dedicated to maintaining rigorous controls and continuously enhancing the reliability of its trade infrastructure. The Firm expects to enter into resolutions with two U.S. regulators that will require the Firm to, among other things, complete its remediation, engage an independent consultant, and pay aggregate civil penalties of approximately $350 million. The Firm is also in advanced negotiations with a third U.S. regulator, but there is no assurance that such discussions will result in a resolution. The Firm does not expect any disruption of service to clients as a result of these resolutions."}
-{"_id": "JPM20237770", "title": "JPM 300 JPMorgan Chase & Co./2023 Form 10-K", "text": "In addition to the various legal proceedings discussed above, JPMorgan Chase and its subsidiaries are named as defendants or are otherwise involved in a substantial number of other legal proceedings. The Firm believes it has meritorious defenses to the claims asserted against it in its currently outstanding legal proceedings and it intends to defend itself vigorously. Additional legal proceedings may be initiated from time to time in the future."}
-{"_id": "JPM20237771", "title": "JPM 300 JPMorgan Chase & Co./2023 Form 10-K", "text": "The Firm has established reserves for several hundred of its currently outstanding legal proceedings. In accordance with the provisions of U.S. GAAP for contingencies, the Firm accrues for a litigation-related liability when it is probable that such a liability has been incurred and the amount of the loss can be reasonably estimated. The Firm evaluates its outstanding legal proceedings each quarter to assess its litigation reserves, and makes adjustments in such reserves, upward or downward, as appropriate, based on management\u2019s best judgment after consultation with counsel. The Firm\u2019s legal expense was $1.4 billion, $266 million and $426 million for the years ended December 31, 2023, 2022 and 2021, respectively. There is no assurance that the Firm\u2019s litigation reserves will not need to be adjusted in the future."}
-{"_id": "JPM20237772", "title": "JPM 300 JPMorgan Chase & Co./2023 Form 10-K", "text": "In view of the inherent difficulty of predicting the outcome of legal proceedings, particularly where the claimants seek very large or indeterminate damages, or where the matters present novel legal theories, involve a large number of parties or are in early stages of discovery, the Firm cannot state with confidence what will be the eventual outcomes of the currently pending matters, the timing of their ultimate resolution or the eventual losses, fines, penalties or consequences related to those matters. JPMorgan Chase believes, based upon its current knowledge and after consultation with counsel, consideration of the material legal proceedings described above and after taking into account its current litigation reserves and its estimated aggregate range of possible losses, that the other legal proceedings currently pending against it should not have a material adverse effect on the Firm\u2019s consolidated financial condition. The Firm notes, however, that in light of the uncertainties involved in such proceedings, there is no assurance that the ultimate resolution of these matters will not significantly exceed the reserves it has currently accrued or that a matter will not have material reputational consequences. As a result, the outcome of a particular matter may be material to JPMorgan Chase\u2019s operating results for a particular period, depending on, among other factors, the size of the loss or liability imposed and the level of JPMorgan Chase\u2019s income for that period."}
-{"_id": "JPM20237776", "title": "JPM Note 31 \u2013 International operations", "text": "The following table presents income statement and balance sheet-related information for JPMorgan Chase by major international geographic area. The Firm defines international activities for purposes of this footnote presentation as business transactions that involve clients residing outside of the U.S., and the information presented below is based predominantly on the domicile of the client, the location from which the client relationship is managed, booking location or the location of the trading desk. However, many of the Firm\u2019s U.S. operations serve international businesses."}
-{"_id": "JPM20237777", "title": "JPM Note 31 \u2013 International operations", "text": "As the Firm\u2019s operations are highly integrated, estimates and subjective assumptions have been made to apportion revenue and expense between U.S. and international operations. These estimates and assumptions are consistent with the allocations used for the Firm\u2019s segment reporting as set forth in Note 32."}
-{"_id": "JPM20237800", "title": "JPM Note 31 \u2013 International operations", "text": "The Firm\u2019s long-lived assets for the periods presented are not considered by management to be significant in relation to total assets. The majority of the Firm\u2019s long-lived assets are located in the U.S. As of or for the year ended December 31, (in millions)####Revenue(c)####Expense(d)####Income before income tax expense####Net income####Total assets## 2023###################### Europe/Middle East/Africa##$##20,974##$##11,947##$##9,027##$##6,402##$##529,335##(e) Asia-Pacific####10,605####6,550####4,055####2,709####251,588## Latin America/Caribbean####3,294####1,971####1,323####994####83,003## Total international####34,873####20,468####14,405####10,105####863,926## North America(a)(b)####123,231####76,024####47,207####39,447####3,011,467## Total##$##158,104##$##96,492##$##61,612##$##49,552##$##3,875,393## 2022###################### Europe/Middle East/Africa##$##18,765##$##11,754##$##7,011##$##5,158##$##558,430##(e) Asia-Pacific####10,025####6,763####3,262####2,119####281,479## Latin America/Caribbean####3,178####1,697####1,481####1,156####78,673## Total international####31,968####20,214####11,754####8,433####918,582## North America(a)####96,727####62,315####34,412####29,243####2,747,161## Total##$##128,695##$##82,529##$##46,166##$##37,676##$##3,665,743## 2021###################### Europe/Middle East/Africa##$##16,561##$##10,833##$##5,728##$##4,202##$##517,904##(e) Asia-Pacific####9,654####6,372####3,282####2,300####277,897## Latin America/Caribbean####2,756####1,589####1,167####878####65,040## Total international####28,971####18,794####10,177####7,380####860,841## North America(a)####92,678####43,293####49,385####40,954####2,882,726## Total##$##121,649##$##62,087##$##59,562##$##48,334##$##3,743,567##"}
-{"_id": "JPM20237801", "title": "JPM Note 31 \u2013 International operations", "text": "(a)Substantially reflects the U.S."}
-{"_id": "JPM20237802", "title": "JPM Note 31 \u2013 International operations", "text": "(b)Includes the impact of First Republic. Refer to Note 34 for additional information."}
-{"_id": "JPM20237803", "title": "JPM Note 31 \u2013 International operations", "text": "(c)Revenue is composed of net interest income and noninterest revenue."}
-{"_id": "JPM20237804", "title": "JPM Note 31 \u2013 International operations", "text": "(d)Expense is composed of noninterest expense and the provision for credit losses."}
-{"_id": "JPM20237805", "title": "JPM Note 31 \u2013 International operations", "text": "(e)Total assets for the U.K. were approximately $352 billion, $357 billion and $365 billion at December 31, 2023, 2022 and 2021, respectively."}
-{"_id": "JPM20237808", "title": "JPM Note 32 \u2013 Business segments", "text": "The Firm is managed on an LOB basis. There are four major reportable business segments \u2013 Consumer & Community Banking, Corporate & Investment Bank, Commercial Banking and Asset & Wealth Management. In addition, there is a Corporate segment. The business segments are determined based on the products and services provided, or the type of customer served, and they reflect the manner in which financial information is evaluated by the Firm\u2019s Operating Committee. Segment results are presented on a managed basis. Refer to Segment results of this footnote for a further discussion of JPMorgan Chase\u2019s business segments."}
-{"_id": "JPM20237809", "title": "JPM Note 32 \u2013 Business segments", "text": "The following is a description of each of the Firm\u2019s business segments, and the products and services they provide to their respective client bases."}
-{"_id": "JPM20237811", "title": "JPM Consumer & Community Banking", "text": "Consumer & Community Banking offers products and services to consumers and small businesses through bank branches, ATMs, digital (including mobile and online) and telephone banking. CCB is organized into Banking & Wealth Management (including Consumer Banking, J.P. Morgan Wealth Management and Business Banking), Home Lending (including Home Lending Production, Home Lending Servicing and Real Estate Portfolios) and Card Services & Auto. Banking & Wealth Management offers deposit, investment and lending products, cash management, payments and services. Home Lending includes mortgage origination and servicing activities, as well as portfolios consisting of residential mortgages and home equity loans. Card Services issues credit cards and offers travel services. Auto originates and services auto loans and leases."}
-{"_id": "JPM20237813", "title": "JPM Corporate & Investment Bank", "text": "The Corporate & Investment Bank, which consists of Banking and Markets & Securities Services, offers a broad suite of investment banking, market-making, prime brokerage, lending, and treasury and securities products and services to a global client base of corporations, investors, financial institutions, merchants, government and municipal entities. Banking offers a full range of investment banking products and services in all major capital markets, including advising on corporate strategy and structure, capital-raising in equity and debt markets, as well as loan origination and syndication. Banking also includes Payments, which provides services, that enable clients to manage payments globally across liquidity and account solutions, commerce solutions, clearing, trade and working capital. Markets & Securities Services includes Markets, a global market-maker across products, including cash and derivative instruments, which also offers sophisticated risk management solutions, prime brokerage, clearing and research. Markets & Securities Services also includes"}
-{"_id": "JPM20237814", "title": "JPM Corporate & Investment Bank", "text": "Securities Services, a leading global custodian which provides custody, fund accounting and administration, and securities lending products principally for asset managers, insurance companies and public and private investment funds."}
-{"_id": "JPM20237816", "title": "JPM Commercial Banking", "text": "Commercial Banking provides comprehensive financial solutions, including lending, payments, investment banking and asset management products across three primary client segments: Middle Market Banking, Corporate Client Banking and Commercial Real Estate Banking. Other includes amounts not aligned with a primary client segment."}
-{"_id": "JPM20237817", "title": "JPM Commercial Banking", "text": "Middle Market Banking covers small and midsized companies, local governments and nonprofit clients."}
-{"_id": "JPM20237818", "title": "JPM Commercial Banking", "text": "Corporate Client Banking covers large corporations."}
-{"_id": "JPM20237819", "title": "JPM Commercial Banking", "text": "Commercial Real Estate Banking covers investors, developers, and owners of multifamily, office, retail, industrial and affordable housing properties."}
-{"_id": "JPM20237821", "title": "JPM Asset & Wealth Management", "text": "Asset & Wealth Management, with client assets of $5.0 trillion, is a global leader in investment and wealth management."}
-{"_id": "JPM20237823", "title": "JPM Asset Management", "text": "Offers multi-asset investment management solutions across equities, fixed income, alternatives and money market funds to institutional and retail investors providing for a broad range of clients\u2019 investment needs."}
-{"_id": "JPM20237825", "title": "JPM Global Private Bank", "text": "Provides retirement products and services, brokerage, custody, estate planning, lending, deposits and investment management to high net worth clients."}
-{"_id": "JPM20237826", "title": "JPM Global Private Bank", "text": "The majority of AWM\u2019s client assets are in actively managed portfolios."}
-{"_id": "JPM20237828", "title": "JPM Corporate", "text": "The Corporate segment consists of Treasury and Chief Investment Office (\u201cCIO\u201d) and Other Corporate. Treasury and CIO is predominantly responsible for measuring, monitoring, reporting and managing the Firm\u2019s liquidity, funding, capital, structural interest rate and foreign exchange risks."}
-{"_id": "JPM20237829", "title": "JPM Corporate", "text": "Other Corporate includes staff functions and expense that is centrally managed as well as certain Firm initiatives and activities not solely aligned to a specific LOB. The major Other Corporate functions include Real Estate, Technology, Legal, Corporate Finance, Human Resources, Internal Audit, Risk Management, Compliance, Control Management, Corporate Responsibility and various Other Corporate groups."}
-{"_id": "JPM20237833", "title": "JPM Segment results", "text": "The following table provides a summary of the Firm\u2019s segment results as of or for the years ended December 31, 2023, 2022 and 2021, on a managed basis. The Firm\u2019s definition of managed basis starts with the reported U.S. GAAP results and includes certain reclassifications to present total net revenue for the Firm (and each of the reportable business segments) on an FTE basis. Accordingly, revenue from investments that receive tax credits and tax-exempt securities is presented in the managed results on a basis comparable to taxable investments and securities. This allows management to assess the comparability of revenue from year-to-year arising from both taxable and tax-exempt sources. The corresponding income tax impact related to tax-exempt items is recorded within income tax expense/(benefit). These adjustments have no impact on net income as reported by the Firm as a whole or by the LOBs."}
-{"_id": "JPM20237835", "title": "JPM Capital allocation", "text": "Each business segment is allocated capital by taking into consideration a variety of factors including capital levels of similarly rated peers and applicable regulatory capital requirements. ROE is measured and internal targets for expected returns are established as key measures of a business segment\u2019s performance."}
-{"_id": "JPM20237836", "title": "JPM Capital allocation", "text": "The Firm\u2019s current allocation methodology incorporates Basel III Standardized RWA and the GSIB surcharge, both under rules currently in effect, as well as a simulation of capital in a severe stress environment. At least annually, the assumptions, judgments and methodologies used to allocate capital are reassessed and, as a result, the capital allocated to the LOBs may change."}
-{"_id": "JPM20237852", "title": "JPM Segment results and reconciliation(a)", "text": " ##(Table continued on next page)###################################################################################### As of or for the year ended December 31, (in millions, except ratios)##############Consumer & Community Banking########################Corporate & Investment Bank########################Commercial Banking####################Asset & Wealth Management###### ####2023######2022##########2021########2023######2022##########2021########2023######2022########2021######2023######2022########2021## Noninterest revenue##$##15,118####$####14,886####(b)##$####17,092##(b)##$##40,315####$####36,202####(b)##$##38,403####(b)##$##3,494####$##3,336######$##3,929####$##13,560####$##12,507######$##13,071## Net interest income####55,030######39,928##########32,787########8,492######11,900##########13,540########12,052######8,197########6,079######6,267######5,241########3,886## Total net revenue####70,148######54,814##########49,879########48,807######48,102##########51,943########15,546######11,533########10,008######19,827######17,748########16,957## Provision for credit losses####6,899######3,813##########(6,989)########121######1,158##########(1,174)########1,970######1,268########(947)######159######128########(227)## Noninterest expense####34,819######31,208######(b)####29,028####(b)####28,594######27,350######(b)####25,553####(b)####5,378######4,719########4,041######12,780######11,829########10,919## Income/(loss) before income tax expense/(benefit)####28,430######19,793##########27,840########20,092######19,594##########27,564########8,198######5,546########6,914######6,888######5,791########6,265## Income tax expense/(benefit)####7,198######4,877######(b)####6,883####(b)####5,963######4,669######(b)####6,457####(b)####2,055######1,333########1,668######1,661######1,426########1,528## Net income/(loss)##$##21,232####$####14,916######$####20,957####$##14,129####$####14,925######$####21,107####$##6,143####$##4,213######$##5,246####$##5,227####$##4,365######$##4,737## Average equity##$##54,349####$####50,000######$####50,000####$##108,000####$####103,000######$####83,000####$##29,507####$##25,000######$##24,000####$##16,671####$##17,000######$##14,000## Total assets####642,951######514,085##########500,370########1,338,168######1,334,296##########1,259,896########300,325######257,106########230,776######245,512######232,037########234,425## Return on equity####38##%####29##%########41##%######13##%####14##%########25##%######20##%####16##%######21##%####31##%####25##%######33##% Overhead ratio####50######57##########58########59######57##########49########35######41########40######64######67########64##"}
-{"_id": "JPM20237868", "title": "JPM 304 JPMorgan Chase & Co./2023 Form 10-K", "text": " ##(Table continued from previous page)############################################ As of or for the year ended December 31, (in millions, except ratios)##########Corporate##############Reconciling Items(a)##############Total######## ####2023####2022######2021####2023####2022######2021####2023######2022######2021## Noninterest revenue##$##132##$##(1,798)####$##68##$##(3,782)##$##(3,148)####$##(3,225)##$##68,837####$##61,985####$##69,338## Net interest income####7,906####1,878######(3,551)####(480)####(434)######(430)####89,267######66,710######52,311## Total net revenue####8,038####80######(3,483)####(4,262)####(3,582)######(3,655)####158,104######128,695######121,649## Provision for credit losses####171####22######81####\u2014####\u2014######\u2014####9,320######6,389######(9,256)## Noninterest expense####5,601####1,034######1,802####\u2014####\u2014######\u2014####87,172######76,140######71,343## Income/(loss) before income  tax expense/(benefit)####2,266####(976)######(5,366)####(4,262)####(3,582)######(3,655)####61,612######46,166######59,562## Income tax expense/(benefit)####(555)####(233)######(1,653)####(4,262)####(3,582)######(3,655)####12,060######8,490######11,228## Net income/(loss)##$##2,821##$##(743)####$##(3,713)##$##\u2014##$##\u2014####$##\u2014##$##49,552####$##37,676####$##48,334## Average equity##$##73,529##$##58,068####$##79,968##$##\u2014##$##\u2014####$##\u2014##$##282,056####$##253,068####$##250,968## Total assets####1,348,437####1,328,219######1,518,100####NA####NA######NA####3,875,393######3,665,743######3,743,567## Return on equity####NM####NM######NM####NM####NM######NM####17##%####14##%####19##% Overhead ratio####NM####NM######NM####NM####NM######NM####55######59######59##"}
-{"_id": "JPM20237869", "title": "JPM 304 JPMorgan Chase & Co./2023 Form 10-K", "text": "(a)Segment results on a managed basis reflect revenue on a FTE basis with the corresponding income tax impact recorded within income tax expense/(benefit). These adjustments are eliminated in reconciling items to arrive at the Firm\u2019s reported U.S. GAAP results."}
-{"_id": "JPM20237870", "title": "JPM 304 JPMorgan Chase & Co./2023 Form 10-K", "text": "(b)In the first quarter of 2023, the allocations of revenue and expense to CCB associated with a Merchant Services revenue sharing agreement were discontinued and are now retained in Payments in CIB. Prior-period amounts have been revised to conform with the current presentation."}
-{"_id": "JPM20237871", "title": "JPM 304 JPMorgan Chase & Co./2023 Form 10-K", "text": "As a result of the organizational changes that were announced on January 25, 2024, the Firm will be reorganizing its business segments to reflect the manner in which the segments will be managed. The reorganization of the business segments is expected to be effective in the second quarter of 2024."}
-{"_id": "JPM20237951", "title": "JPM Note 33 \u2013 Parent Company", "text": "The following tables present Parent Company-only financial statements. ######Statements of income and comprehensive income######## Year ended December 31, (in millions)####2023######2022####2021 Income############## Dividends from subsidiaries and affiliates:############## Bank and bank holding company##$##61,000####$##40,500##$##10,000 Non-bank####\u2014######\u2014####\u2014 Interest income from subsidiaries####1,166######498####32 Other income/(expense) from subsidiaries:############## Bank and bank holding company####1,801######(3,497)####859 Non-bank####250######335####366 Other income/(expense)####(654)######5,271####1,137 Total income####63,563######43,107####12,394 Expense############## Interest expense/(income) to subsidiaries and affiliates(a)####2,258######22,731####5,353 Other interest expense/(income)(a)####11,714######(14,658)####(1,349) Noninterest expense####3,431######2,817####2,637 Total expense####17,403######10,890####6,641 Income before income tax benefit and undistributed net income of subsidiaries####46,160######32,217####5,753 Income tax benefit####1,525######1,260####1,329 Equity in undistributed net income of subsidiaries####1,867######4,199####41,252 Net income##$##49,552####$##37,676##$##48,334 Other comprehensive income/(loss), net####6,898######(17,257)####(8,070) Comprehensive income##$##56,450####$##20,419##$##40,264 Balance sheets######## December 31, (in millions)####2023####2022 Assets######## Cash and due from banks##$##42##$##41 Deposits with banking subsidiaries####9,804####9,806 Trading assets####3,198####2,727 Advances to, and receivables from, subsidiaries:######## Bank and bank holding company####152####136 Non-bank####21####46 Investments (at equity) in subsidiaries and affiliates:######## Bank and bank holding company####568,472####532,759 Non-bank####1,045####1,064 Other assets####8,962####9,108 Total assets##$##591,696##$##555,687 Liabilities and stockholders\u2019 equity######## Borrowings from, and payables to, subsidiaries and affiliates##$##22,777##$##24,164 Short-term borrowings####999####1,130 Other liabilities####11,500####10,440 Long-term debt(b)(c)####228,542####227,621 Total liabilities(c)####263,818####263,355 Total stockholders\u2019 equity####327,878####292,332 Total liabilities and stockholders\u2019 equity##$##591,696##$##555,687 ####Statements of cash flows######## Year ended December 31, (in millions)####2023####2022####2021 Operating activities############ Net income##$##49,552##$##37,676##$##48,334 Less: Net income of subsidiaries and affiliates####62,868####44,699####51,252 Parent company net loss####(13,316)####(7,023)####(2,918) Cash dividends from subsidiaries and affiliates####61,000####40,500####10,000 Other operating adjustments####9,412####(23,747)####(12,677) Net cash provided by/(used in) operating activities####57,096####9,730####(5,595) Investing activities############ Net change in:############ Advances to and investments in subsidiaries and affiliates, net####(25,000)####\u2014####(3,000) All other investing activities, net####25####31####31 Net cash provided by/(used in) investing activities####(24,975)####31####(2,969) Financing activities############ Net change in:############ Borrowings from subsidiaries and affiliates####(2,249)####(4,491)####2,647 Short-term borrowings####\u2014####\u2014####\u2014 Proceeds from long-term borrowings####19,398####41,389####49,169 Payments of long-term borrowings####(25,105)####(18,294)####(15,543) Proceeds from issuance of preferred stock####\u2014####\u2014####7,350 Redemption of preferred stock####\u2014####(7,434)####(2,575) Treasury stock repurchased####(9,824)####(3,162)####(18,408) Dividends paid####(13,463)####(13,562)####(12,858) All other financing activities, net####(879)####(1,205)####(1,238) Net cash provided by/(used in) financing activities####(32,122)####(6,759)####8,544 Net increase/(decrease) in cash and due from banks and deposits with banking subsidiaries####(1)####3,002####(20) Cash and due from banks and deposits with banking subsidiaries at the beginning of the year####9,847####6,845####6,865 Cash and due from banks and deposits with banking subsidiaries at the end of the year##$##9,846##$##9,847##$##6,845 Cash interest paid##$##13,742##$##7,462##$##4,065 Cash income taxes paid, net(d)####10,291####6,941####15,259"}
-{"_id": "JPM20237952", "title": "JPM Note 33 \u2013 Parent Company", "text": "(a)Includes interest expense for intercompany derivative hedges on the Firm\u2019s LTD and related fair value adjustments, which is offset by related amounts in Other interest expense/(income)."}
-{"_id": "JPM20237953", "title": "JPM Note 33 \u2013 Parent Company", "text": "(b)At December 31, 2023, long-term debt that contractually matures in 2024 through 2028 totaled $9.1 billion, $27.5 billion, $29.1 billion, $20.1 billion, and $21.8 billion, respectively."}
-{"_id": "JPM20237954", "title": "JPM Note 33 \u2013 Parent Company", "text": "(c)Refer to Notes 20 and 28 for information regarding the Parent Company\u2019s guarantees of its subsidiaries\u2019 obligations."}
-{"_id": "JPM20237955", "title": "JPM Note 33 \u2013 Parent Company", "text": "(d)Represents payments, net of refunds, made by the Parent Company to various taxing authorities and includes taxes paid on behalf of certain of its subsidiaries that are subsequently reimbursed. The reimbursements were $13.2 billion, $11.3 billion, and $13.9 billion for the years ended December 31, 2023, 2022 and 2021, respectively."}
-{"_id": "JPM20237958", "title": "JPM Note 34 \u2013 Business combinations", "text": "On May 1, 2023, JPMorgan Chase acquired certain assets and assumed certain liabilities of First Republic Bank (the \"First Republic acquisition\") from the Federal Deposit Insurance Corporation (\u201cFDIC\u201d), as receiver. The Firm believes that the First Republic acquisition is complementary to the Firm's existing franchises. The acquisition resulted in an estimated bargain purchase gain, which represents the excess of the estimated fair value of the net assets acquired above the purchase price."}
-{"_id": "JPM20237959", "title": "JPM Note 34 \u2013 Business combinations", "text": "The Firm has determined that this acquisition constitutes a business combination under U.S. GAAP. Accordingly, the initial recognition of the assets acquired and liabilities assumed were generally measured at their estimated fair values as of May 1, 2023. The determination of those fair values required management to make certain market-based assumptions about expected future cash flows, discount rates and other valuation inputs at the time of the acquisition. The Firm believes that the fair value estimates of the assets acquired and liabilities assumed provide a reasonable basis for determining the estimated bargain purchase gain."}
-{"_id": "JPM20237960", "title": "JPM Note 34 \u2013 Business combinations", "text": "The Firm and the FDIC have not yet completed the settlement process under which the purchase price, and the identification of the assets acquired and liabilities assumed, will be finalized. The finalization of this settlement process may impact the amount of the estimated bargain purchase gain. The purchase and assumption agreement entered into with the FDIC allows for final settlement to occur up to a year after the acquisition date."}
-{"_id": "JPM20237961", "title": "JPM Note 34 \u2013 Business combinations", "text": "In addition, the purchase price and the estimated bargain purchase gain could change pending management's finalization of its acquisition date fair value estimates for certain of the assets acquired and liabilities assumed, which may take place up to one year from the acquisition date, as permitted by U.S. GAAP."}
-{"_id": "JPM20237962", "title": "JPM Note 34 \u2013 Business combinations", "text": "The First Republic acquisition resulted in a preliminary estimated bargain purchase gain of $2.7 billion. The Firm has continued to progress in the settlement process with the FDIC and refine its acquisition-date fair value estimates. As a result, during the year ended December 31, 2023, adjustments totaling $63 million were made, increasing the estimated bargain purchase gain to $2.8 billion."}
-{"_id": "JPM20237963", "title": "JPM Note 34 \u2013 Business combinations", "text": "In connection with the First Republic acquisition, the Firm and the FDIC entered into two shared-loss agreements with respect to certain loans and lending-related commitments (the \"shared-loss assets\"): the Commercial Shared-Loss Agreement (\"CSLA\") and the Single-Family Shared-Loss Agreement (\u201cSFSLA\u201d). The CSLA covers 80% of credit losses, on a pari passu basis, over 5 years with a subsequent 3-year recovery period for certain acquired commercial loans and other real estate exposure. The SFSLA covers 80% of credit losses, on a pari passu basis, for 7 years for certain acquired loans secured by mortgages on real property or shares in cooperative property constituting a primary residence. The indemnification"}
-{"_id": "JPM20237964", "title": "JPM Note 34 \u2013 Business combinations", "text": "assets, which represent the fair value of the CSLA and SFSLA on the acquisition date, are reflected in the total assets acquired."}
-{"_id": "JPM20237965", "title": "JPM Note 34 \u2013 Business combinations", "text": "As part of the consideration paid, JPMorgan Chase issued a five-year, $50 billion secured note to the FDIC (the \"Purchase Money Note\"). The Purchase Money Note bears interest at a fixed rate of 3.4% and is secured by certain of the acquired loans. The Purchase Money Note is prepayable upon notice to the holder."}
-{"_id": "JPM20237966", "title": "JPM Note 34 \u2013 Business combinations", "text": "The Firm had placed a $5 billion deposit with First Republic Bank on March 16, 2023, as part of $30 billion of deposits provided by a consortium of large U.S. banks. The Firm's $5 billion deposit was effectively settled as part of the acquisition and the associated allowance for credit losses was released upon closing. The Firm subsequently repaid the remaining $25 billion of deposits to the consortium of banks, including accrued interest through the payment date on May 9, 2023."}
-{"_id": "JPM20237970", "title": "JPM Notes to consolidated financial statements (in millions)", "text": "The computation of the purchase price, the estimated fair values of the assets acquired and liabilities assumed as part of the First Republic acquisition and the related estimated bargain purchase gain are presented below, and reflect the adjustments made through December 31, 2023 to the acquisition-date fair value of the net assets acquired."}
-{"_id": "JPM20237993", "title": "JPM Estimated gain on acquisition, after-tax", "text": "(a)Includes $10.6 billion of cash paid to the FDIC at acquisition and $3.6 billion payable to the FDIC, less cash acquired of $680 million."}
-{"_id": "JPM20237994", "title": "JPM Estimated gain on acquisition, after-tax", "text": "(b)Includes $447 million of securities financing transactions with First Republic Bank that were effectively settled on the acquisition date."}
-{"_id": "JPM20237995", "title": "JPM Estimated gain on acquisition, after-tax", "text": "(c)In the fourth quarter, certain assets and liabilities were reclassified resulting in a $762 million increase to loans, an $870 million decrease to accounts receivable and other assets and a $30 million increase to accounts payable and other liabilities."}
-{"_id": "JPM20237996", "title": "JPM Estimated gain on acquisition, after-tax", "text": "(d)Other assets include $1.2 billion in tax-oriented investments and $683 million of lease right-of-use assets. Other liabilities include the related tax-oriented investment liabilities of $669 million and lease liabilities of $748 million. Refer to Note 14 and Note 18 for additional information."}
-{"_id": "JPM20237997", "title": "JPM Estimated gain on acquisition, after-tax", "text": "The issuance of the $50 billion Purchase Money Note, the effective settlement of the Firm's $5 billion deposit and $447 million of securities financing with First Republic Bank, and the $3.6 billion payable to the FDIC as part of the purchase price consideration are considered non-cash transactions."}
-{"_id": "JPM20237998", "title": "JPM Estimated gain on acquisition, after-tax", "text": "The following describes the accounting policies and fair value methodologies generally used by the Firm for the following assets acquired and liabilities assumed: core deposit and customer relationship intangibles, shared-loss agreements and the related indemnification assets, Purchase Money Note, and FHLB advances."}
-{"_id": "JPM20237999", "title": "JPM Estimated gain on acquisition, after-tax", "text": "For further discussion of the Firm\u2019s accounting policies and valuation methodologies, refer to Note 2 and Note 3 for fair value measurement, Note 10 for investment securities, Note 12 for loans, Note 17 for deposits, and Note 28 for lending-related commitments."}
-{"_id": "JPM20238001", "title": "JPM Core deposit and customer relationship intangibles", "text": "Core deposit and certain wealth management customer relationship intangibles were acquired as part of the First Republic acquisition. The core deposit intangible of $1.3 billion was valued by discounting estimated after-tax cost savings over the remaining useful life of the deposits using the favorable source of funds method. The after-tax cost savings were estimated based on the difference between the cost of maintaining the core deposit base relative to the cost of next best alternative funding sources available to market participants. The customer relationship intangibles of $180 million were valued by discounting estimated after-tax earnings over their remaining useful lives using the multi-period excess earnings method. Both intangible asset"}
-{"_id": "JPM20238002", "title": "JPM Core deposit and customer relationship intangibles", "text": "valuations utilized assumptions that the Firm believes a market participant would use to estimate fair values, such as growth and attrition rates, projected fee income as well as related costs to service the relationships, and discount rates. The core deposit and customer relationship intangibles will be amortized over a projected period of future cash flows of approximately 7 years. Refer to Note 15 for further discussion on other intangible assets."}
-{"_id": "JPM20238004", "title": "JPM Indemnification assets - Shared-loss agreements", "text": "The indemnification assets represent forecasted recoveries from the FDIC associated with the shared-loss assets over the respective shared-loss recovery periods. The indemnification assets were recorded at fair value in other"}
-{"_id": "JPM20238006", "title": "JPM 308 JPMorgan Chase & Co./2023 Form 10-K", "text": "assets on the Consolidated balance sheets on the acquisition date. The fair values of the indemnification assets were estimated based on the timing of the forecasted losses underlying the related allowance for credit losses. The subsequent quarterly remeasurement of the indemnification assets is based on changes in the amount and timing of forecasted losses in the allowance for credit losses associated with the shared-loss assets and is recorded in other income. Under certain circumstances, the Firm may be required to make a payment to the FDIC upon termination of the shared-loss agreements based on the level of actual losses and recoveries on the shared-loss assets. The estimated potential future payment is reflected as contingent consideration as part of the purchase price consideration."}
-{"_id": "JPM20238008", "title": "JPM Purchase Money Note and FHLB advances", "text": "The Purchase Money Note is recorded in long-term debt on the Consolidated balance sheets. The fair value of the Purchase Money Note was estimated based on a discounted cash flow methodology and incorporated estimated market discount rates."}
-{"_id": "JPM20238009", "title": "JPM Purchase Money Note and FHLB advances", "text": "The FHLB advances assumed in the acquisition are recorded in short-term borrowings and in long-term debt. The fair values of the FHLB advances were based on a discounted cash flow methodology and considered the observed FHLB advance issuance rates."}
-{"_id": "JPM20238021", "title": "JPM Loans", "text": "The following table presents the unpaid principal balance (\"UPB\") and estimated fair values of the loans acquired as of May 1, 2023, and reflects adjustments to the acquisition-date fair value of the loans acquired through December 31, 2023. ######May 1, 2023#### (in millions)####UPB######Fair value Residential real estate##$##106,240####$##92,053 Auto and other####3,093######2,030 Total consumer####109,333######94,083 Secured by real estate####37,117######33,602 Commercial & industrial####4,332######3,932 Other(a)####23,499######21,625 Total wholesale####64,948######59,159 Total loans##$##174,281####$##153,242"}
-{"_id": "JPM20238022", "title": "JPM Loans", "text": "(a)In the fourth quarter, certain assets and liabilities were reclassified resulting in a $900 million increase to the UPB and a $762 million increase to the fair value of Other wholesale loans."}
-{"_id": "JPM20238024", "title": "JPM Unaudited pro forma condensed combined financial information", "text": "Included in the Firm's Consolidated statements of income are noninterest revenue, net interest income and net income contributed by First Republic of $4.4 billion, $3.7 billion and $4.1 billion, respectively, for the year ended December 31, 2023."}
-{"_id": "JPM20238025", "title": "JPM Unaudited pro forma condensed combined financial information", "text": "The following table presents certain unaudited pro forma financial information for the year ended December 31, 2023 and 2022 as if the First Republic acquisition had occurred on January 1, 2022, including recognition of the estimated bargain purchase gain of $2.8 billion and the provision for credit losses of $1.2 billion. Additional adjustments include the interest on the Purchase Money Note and the impact of amortizing and accreting certain estimated fair value adjustments related to intangible assets, loans and lending-related commitments."}
-{"_id": "JPM20238031", "title": "JPM Unaudited pro forma condensed combined financial information", "text": "The Firm expects to achieve operating cost savings and other business synergies resulting from the acquisition that are not reflected in the pro forma amounts. The pro forma information is not necessarily indicative of the historical results of operations had the acquisition occurred on January 1, 2022, nor is it indicative of the results of operations in future periods, particularly in light of recent changes in market and economic conditions. ######Year ended December 31,#### (in millions)####2023######2022 Noninterest revenue##$##65,816####$##66,510 Net interest income####90,856######71,005 Net income####48,665######41,089"}
-{"_id": "JPM20238033", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 309", "text": "Supplementary Information: Distribution of assets, liabilities and stockholders\u2019 equity; interest rates and interest differentials"}
-{"_id": "JPM20238035", "title": "JPM Consolidated average balance sheets, interest and rates", "text": "Provided below is a summary of JPMorgan Chase\u2019s consolidated average balances, interest and rates on a taxable-equivalent basis for the years 2021 through 2023. Income computed on a taxable-equivalent basis is the income reported in the Consolidated statements of income, adjusted to present interest income and rates earned on"}
-{"_id": "JPM20238077", "title": "JPM Consolidated average balance sheets, interest and rates", "text": "assets exempt from income taxes (i.e., federal taxes) on a basis comparable with other taxable investments. The incremental tax rate used for calculating the taxable-equivalent adjustment was approximately 24% in 2023, 2022 and 2021. (Table continued on next page)###################### (Unaudited)############2023########## Year ended December 31, (Taxable-equivalent interest and rates; in millions, except rates)####Average balance######Interest(g)##########Rate## Assets###################### Deposits with banks##$##499,396####$##21,797######4.36##%#### Federal funds sold and securities purchased under resale agreements####317,159######15,079######4.75###### Securities borrowed####193,228######7,983######4.13###### Trading assets \u2013 debt instruments####376,928######16,001######4.25###### Taxable securities####573,914######17,390######3.03###### Non-taxable securities(a)####30,886######1,560######5.05###### Total investment securities####604,800######18,950######3.13######(i) Loans####1,248,076######83,589####(h)##6.70###### All other interest-earning assets(b)(c)####86,121######7,669######8.90###### Total interest-earning assets####3,325,708######171,068######5.14###### Allowance for loan losses####(20,762)################## Cash and due from banks####24,853################## Trading assets \u2013 equity and other instruments####160,087################## Trading assets \u2013 derivative receivables####64,227################## Goodwill, MSRs and other intangible assets####63,212################## All other noninterest-earning assets####204,899################## Total assets##$##3,822,224################## Liabilities###################### Interest-bearing deposits##$##1,698,529####$##40,016######2.36##%#### Federal funds purchased and securities loaned or sold under repurchase agreements####256,086######13,259######5.18###### Short-term borrowings####37,468######1,894######5.05###### Trading liabilities \u2013 debt and all other interest-bearing liabilities(d)(e)####286,605######9,396######3.28###### Beneficial interests issued by consolidated VIEs####18,648######953######5.11###### Long-term debt####296,433######15,803######5.33###### Total interest-bearing liabilities####2,593,769######81,321######3.14###### Noninterest-bearing deposits####660,538################## Trading liabilities \u2013 equity and other instruments(e)####30,501################## Trading liabilities \u2013 derivative payables####46,355################## All other liabilities, including the allowance for lending-related commitments####181,601################## Total liabilities####3,512,764################## Stockholders\u2019 equity###################### Preferred stock####27,404################## Common stockholders\u2019 equity####282,056################## Total stockholders\u2019 equity####309,460##(f)################ Total liabilities and stockholders\u2019 equity##$##3,822,224################## Interest rate spread################2.00##%#### Net interest income and net yield on interest-earning assets########$##89,747######2.70######"}
-{"_id": "JPM20238078", "title": "JPM Consolidated average balance sheets, interest and rates", "text": "(a)Represents securities that are tax-exempt for U.S. federal income tax purposes."}
-{"_id": "JPM20238079", "title": "JPM Consolidated average balance sheets, interest and rates", "text": "(b)Includes brokerage-related held-for-investment customer receivables, which are classified in accrued interest and accounts receivable, and all other interest-earning assets, which are classified in other assets on the Consolidated Balance Sheets."}
-{"_id": "JPM20238080", "title": "JPM Consolidated average balance sheets, interest and rates", "text": "(c)The rates reflect the impact of interest earned on cash collateral where the cash collateral has been netted against certain derivative payables."}
-{"_id": "JPM20238081", "title": "JPM Consolidated average balance sheets, interest and rates", "text": "(d)All other interest-bearing liabilities include brokerage-related customer payables."}
-{"_id": "JPM20238082", "title": "JPM Consolidated average balance sheets, interest and rates", "text": "Within the Consolidated average balance sheets, interest and rates summary, the principal amounts of nonaccrual loans have been included in the average loan balances used to determine the average interest rate earned on loans. Refer to Note 12 for additional information on nonaccrual loans, including interest accrued."}
-{"_id": "JPM20238121", "title": "JPM 310 JPMorgan Chase & Co./2023 Form 10-K", "text": " ####(Table continued from previous page)################################## ##########2022####################2021######## ##Average balance######Interest(g)##########Rate######Average balance######Interest(g)####Rate#### $##670,773####$##9,039######1.35##%######$##719,772####$##512####0.07##%## ##307,150######4,632######1.51##########269,231######958####0.36#### ##205,516######2,237######1.09##########190,655######(385)####(0.20)####(j) ##283,108######9,097######3.21##########283,829######6,856####2.42#### ##626,122######10,372######1.66##########563,147######6,460####1.15#### ##27,863######1,224######4.39##########30,830######1,336####4.33#### ##653,985######11,596######1.77######(i)####593,977######7,796####1.31####(i) ##1,100,318######52,877####(h)##4.81##########1,035,399######41,663##(h)##4.02#### ##128,229######3,763######2.93##########123,079######894####0.73#### ##3,349,079######93,241######2.78##########3,215,942######58,294####1.81#### ##(17,399)######################(22,179)############## ##27,601######################26,776############## ##140,778######################172,822############## ##78,606######################69,101############## ##59,467######################55,003############## ##215,408######################207,737############## $##3,853,540####################$##3,725,202############## $##1,748,666####$##10,082######0.58##%######$##1,672,669####$##531####0.03##%## ##242,762######3,721######1.53##########259,302######274####0.11#### ##46,063######747######1.62##########44,618######126####0.28#### ##268,019######3,246######1.21##########241,431######257####0.11#### ##11,208######226######2.02##########14,595######83####0.57#### ##250,080######8,075######3.23##########250,378######4,282####1.71#### ##2,566,798######26,097######1.02##########2,482,993######5,553####0.22#### ##719,249######################674,485############## ##39,155######################36,656############## ##57,388######################60,318############## ##185,989######################186,755############## ##3,568,579######################3,441,207############## ##31,893######################33,027############## ##253,068######################250,968############## ##284,961##(f)####################283,995##(f)############ $##3,853,540####################$##3,725,202############## ##############1.76##%##################1.59##%## ######$##67,144######2.00##############$##52,741####1.64####"}
-{"_id": "JPM20238122", "title": "JPM 310 JPMorgan Chase & Co./2023 Form 10-K", "text": "(e)The combined balance of trading liabilities \u2013 debt and equity instruments was $153.3 billion, $138.1 billion and $128.2 billion for the years ended December 31, 2023, 2022 and 2021, respectively."}
-{"_id": "JPM20238123", "title": "JPM 310 JPMorgan Chase & Co./2023 Form 10-K", "text": "(f)The ratio of average stockholders\u2019 equity to average assets was 8.1%, 7.4% and 7.6% for the years ended December 31, 2023, 2022 and 2021, respectively. The return on average stockholders\u2019 equity, based on net income, was 16.0%, 13.2% and 17.0% for the years ended December 31, 2023, 2022 and 2021, respectively."}
-{"_id": "JPM20238124", "title": "JPM 310 JPMorgan Chase & Co./2023 Form 10-K", "text": "(g)Interest includes the effect of related hedging derivatives. Taxable-equivalent amounts are used where applicable."}
-{"_id": "JPM20238125", "title": "JPM 310 JPMorgan Chase & Co./2023 Form 10-K", "text": "(h)Included fees and commissions on loans of $2.2 billion, $1.8 billion and $1.9 billion for the years ended December 31, 2023, 2022 and 2021, respectively"}
-{"_id": "JPM20238126", "title": "JPM 310 JPMorgan Chase & Co./2023 Form 10-K", "text": "(i)The annualized rate for securities based on amortized cost was 3.09%, 1.75% and 1.33% for the years ended December 31, 2023, 2022 and 2021, respectively, and does not give effect to changes in fair value that are reflected in AOCI."}
-{"_id": "JPM20238127", "title": "JPM 310 JPMorgan Chase & Co./2023 Form 10-K", "text": "(j)Negative interest and rates reflect the net impact of interest earned offset by fees paid on client-driven prime brokerage securities borrowed transactions."}
-{"_id": "JPM20238129", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 311", "text": "Interest rates and interest differential analysis of net interest income \u2013 U.S. and non-U.S."}
-{"_id": "JPM20238177", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 311", "text": "Presented below is a summary of interest and rates segregated between U.S. and non-U.S. operations for the years 2021 through 2023. The segregation of U.S. and non-U.S. components is based on the location of the office recording the transaction. (Table continued on next page)############## ##########2023#### (Unaudited) Year ended December 31, (Taxable-equivalent interest and rates; in millions, except rates)####Average balance####Interest####Rate## Interest-earning assets############## Deposits with banks:############## U.S.##$##296,784##$##15,348####5.17##% Non-U.S.####202,612####6,449####3.18## Federal funds sold and securities purchased under resale agreements:############## U.S.####155,304####8,330####5.36## Non-U.S.####161,855####6,749####4.17## Securities borrowed:############## U.S.####133,805####6,239####4.66## Non-U.S.####59,423####1,744####2.93## Trading assets \u2013 debt instruments:############## U.S.####248,541####10,721####4.31## Non-U.S.####128,387####5,280####4.11## Investment securities:############## U.S.####568,505####17,469####3.07## Non-U.S.####36,295####1,481####4.08## Loans:############## U.S.####1,137,162####76,884####6.76## Non-U.S.####110,914####6,705####6.05## All other interest-earning assets, predominantly U.S.(a)####86,121####7,669####8.90## Total interest-earning assets####3,325,708####171,068####5.14## Interest-bearing liabilities############## Interest-bearing deposits:############## U.S.####1,290,110####26,253####2.03## Non-U.S.####408,419####13,763####3.37## Federal funds purchased and securities loaned or sold under repurchase agreements:############## U.S.####197,049####10,639####5.40## Non-U.S.####59,037####2,620####4.44## Trading liabilities \u2013 debt, short-term and all other interest-bearing liabilities:############## U.S.####205,388####7,774####3.79## Non-U.S.####118,685####3,516####2.96## Beneficial interests issued by consolidated VIEs, predominantly U.S.####18,648####953####5.11## Long-term debt:############## U.S.####293,218####15,749####5.37## Non-U.S.####3,215####54####1.68## Total interest-bearing liabilities####2,593,769####81,321####3.14## Noninterest-bearing liabilities(b)####731,939########## Total investable funds##$##3,325,708##$##81,321####2.45##% Net interest income and net yield:######$##89,747####2.70##% U.S.########77,923####3.01## Non-U.S.########11,824####1.61## Percentage of total assets and liabilities attributable to non-U.S. operations:############## Assets############24.7## Liabilities############20.2##"}
-{"_id": "JPM20238178", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 311", "text": "(a)The rates reflect the impact of interest earned on cash collateral where that cash collateral has been netted against certain derivative payables."}
-{"_id": "JPM20238179", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 311", "text": "(b)Represents the amount of noninterest-bearing liabilities funding interest-earning assets."}
-{"_id": "JPM20238180", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 311", "text": "(c)Negative interest and rates reflect the net impact of interest earned offset by fees paid on client-driven prime brokerage securities borrowed transactions."}
-{"_id": "JPM20238181", "title": "JPM JPMorgan Chase & Co./2023 Form 10-K 311", "text": "Refer to the \u201cNet interest income\u201d discussion in Consolidated Results of Operations on pages 54\u201357 for further information."}
-{"_id": "JPM20238216", "title": "JPM 312 JPMorgan Chase & Co./2023 Form 10-K", "text": " ######(Table continued from previous page)###################### ########2022##############2021###### ##Average balance####Interest####Rate######Average balance####Interest####Rate#### $##456,366##$##7,418####1.63##%##$##527,340##$##693####0.13##%## ##214,407####1,621####0.76######192,432####(181)####(0.09)#### ##130,213####2,191####1.68######114,406####299####0.26#### ##176,937####2,441####1.38######154,825####659####0.43#### ##142,736####1,811####1.27######137,752####(319)####(0.23)####(c) ##62,780####426####0.68######52,903####(66)####(0.12)####(c) ##170,975####5,414####3.17######158,793####3,530####2.22#### ##112,133####3,683####3.28######125,036####3,326####2.66#### ##623,285####10,994####1.76######563,109####7,399####1.31#### ##30,700####602####1.96######30,868####397####1.29#### ##985,187####48,953####4.97######924,713####39,215####4.24#### ##115,131####3,924####3.41######110,686####2,448####2.21#### ##128,229####3,763####2.93######123,079####894####0.73#### ##3,349,079####93,241####2.78######3,215,942####58,294####1.81#### ##1,358,322####7,026####0.52######1,301,616####901####0.07#### ##390,344####3,056####0.78######371,053####(370)####(0.10)#### ##173,016####3,083####1.78######199,220####222####0.11#### ##69,746####638####0.91######60,082####52####0.09#### ##194,570####2,384####1.23######176,466####(345)####(0.20)#### ##119,512####1,609####1.35######109,583####728####0.66#### ##11,208####226####2.02######14,595####83####0.57#### ##246,670####8,026####3.25######244,850####4,229####1.73#### ##3,410####49####1.44######5,528####53####0.96#### ##2,566,798####26,097####1.02######2,482,993####5,553####0.22#### ##782,281##############732,949############ $##3,349,079##$##26,097####0.78##%##$##3,215,942##$##5,553####0.17##%## ####$##67,144####2.00##%######$##52,741####1.64##%## ######58,950####2.27##########46,622####1.86#### ######8,194####1.09##########6,119####0.87#### ##########24.9##############24.6#### ##########20.6##############20.4####"}
-{"_id": "JPM20238259", "title": "JPM Changes in net interest income, volume and rate analysis", "text": "The table below presents an attribution of net interest income between volume and rate. The attribution between volume and rate is calculated using annual average balances for each category of assets and liabilities shown in the table and the corresponding annual rates (refer to pages 310-313 for more information on average balances and rates). In this analysis, when the change cannot be isolated to either volume or rate, it has been allocated to volume. The annual rates include the impact of changes in market rates, as well as the impact of any change in composition of the various products within each category of asset or liability. This analysis is calculated separately for each category without consideration of the relationship between categories (for example, the net spread between the rates earned on assets and the rates paid on liabilities that fund those assets). As a result, changes in the granularity or groupings considered in this analysis would produce a different attribution result, and due to the complexities involved, precise allocation of changes in interest rates between volume and rates is inherently complex and judgmental. ##########2023 versus 2022##############2022 versus 2021#### (Unaudited)######Increase/(decrease) due to change in:##############Increase/(decrease) due to change in:######## Year ended December 31, (On a taxable-equivalent basis; in millions)####Volume######Rate####Net change####Volume######Rate####Net change Interest-earning assets############################ Deposits with banks:############################ U.S.##$##(8,225)####$##16,155##$##7,930##$##(1,185)####$##7,910##$##6,725 Non-U.S.####(361)######5,189####4,828####166######1,636####1,802 Federal funds sold and securities purchased under resale agreements:############################ U.S.####1,347######4,792####6,139####267######1,625####1,892 Non-U.S.####(629)######4,937####4,308####311######1,471####1,782 Securities borrowed:############################ U.S.####(411)######4,839####4,428####64######2,066####2,130 Non-U.S.####(95)######1,413####1,318####69######423####492 Trading assets \u2013 debt instruments:############################ U.S.####3,358######1,949####5,307####375######1,509####1,884 Non-U.S.####666######931####1,597####(418)######775####357 Investment securities:############################ U.S.####(1,690)######8,165####6,475####1,061######2,534####3,595 Non-U.S.####228######651####879####(2)######207####205 Loans:############################ U.S.####10,296######17,635####27,931####2,988######6,750####9,738 Non-U.S.####(258)######3,039####2,781####148######1,328####1,476 All other interest-earning assets, predominantly U.S.####(3,749)######7,655####3,906####161######2,708####2,869 Change in interest income####477######77,350####77,827####4,005######30,942####34,947 Interest-bearing liabilities############################ Interest-bearing deposits:############################ U.S.####(1,284)######20,511####19,227####268######5,857####6,125 Non-U.S.####597######10,110####10,707####161######3,265####3,426 Federal funds purchased and securities loaned or sold under repurchase agreements:############################ U.S.####1,293######6,263####7,556####(466)######3,327####2,861 Non-U.S.####(480)######2,462####1,982####93######493####586 Trading liabilities \u2013 debt, short-term and all other interest-bearing liabilities:############################ U.S.####409######4,981####5,390####206######2,523####2,729 Non-U.S.####(17)######1,924####1,907####125######756####881 Beneficial interests issued by consolidated VIEs, predominantly U.S.####381######346####727####(69)######212####143 Long-term debt:############################ U.S.####2,494######5,229####7,723####75######3,722####3,797 Non-U.S.####(3)######8####5####(31)######27####(4) Change in interest expense####3,390######51,834####55,224####362######20,182####20,544 Change in net interest income##$##(2,913)####$##25,516##$##22,603##$##3,643####$##10,760##$##14,403"}
-{"_id": "JPM20238262", "title": "JPM Glossary of Terms and Acronyms", "text": "2022 Form 10-K: Annual report on Form 10-K for the year ended December 31, 2022, filed with the U.S. Securities and Exchange Commission."}
-{"_id": "JPM20238266", "title": "JPM ALCO: Asset Liability Committee", "text": "Amortized cost: Amount at which a financing receivable or investment is originated or acquired, adjusted for accretion or amortization of premium, discount, and net deferred fees or costs, collection of cash, charge-offs, foreign exchange, and fair value hedge accounting adjustments. For AFS securities, amortized cost is also reduced by any impairment losses recognized in earnings. Amortized cost is not reduced by the allowance for credit losses, except where explicitly presented net."}
-{"_id": "JPM20238269", "title": "JPM ARM: Adjustable rate mortgage(s)", "text": "AUC: \u201cAssets under custody\u201d: Represents assets held directly or indirectly on behalf of clients under safekeeping, custody and servicing arrangements."}
-{"_id": "JPM20238270", "title": "JPM ARM: Adjustable rate mortgage(s)", "text": "AUM: \u201cAssets under management\u201d: Represent assets managed by AWM on behalf of its Private Banking, Institutional and Retail clients. Includes \u201cCommitted capital not Called.\u201d"}
-{"_id": "JPM20238271", "title": "JPM ARM: Adjustable rate mortgage(s)", "text": "Auto loan and lease origination volume: Dollar amount of auto loans and leases originated."}
-{"_id": "JPM20238273", "title": "JPM AWM: Asset & Wealth Management", "text": "Beneficial interests issued by consolidated VIEs: Represents the interest of third-party holders of debt, equity securities, or other obligations, issued by VIEs that JPMorgan Chase consolidates."}
-{"_id": "JPM20238274", "title": "JPM AWM: Asset & Wealth Management", "text": "Benefit obligation: Refers to the projected benefit obligation for pension plans and the accumulated postretirement benefit obligation for OPEB plans."}
-{"_id": "JPM20238277", "title": "JPM BWM: Banking & Wealth Management", "text": "Bridge Financing Portfolio: A portfolio of held-for-sale unfunded loan commitments and funded loans. The unfunded commitments include both short-term bridge loan commitments that will ultimately be replaced by longer term financing as well as term loan commitments. The funded loans include term loans and funded revolver facilities."}
-{"_id": "JPM20238281", "title": "JPM CCB: Consumer & Community Banking", "text": "CCB Consumer customer: A unique individual that has financial ownership or decision-making power with respect to accounts; excludes customers under the age of 18. Where a customer uses the same identifier as both a"}
-{"_id": "JPM20238282", "title": "JPM CCB: Consumer & Community Banking", "text": "Consumer and a Small business, the customer is included in both metrics."}
-{"_id": "JPM20238283", "title": "JPM CCB: Consumer & Community Banking", "text": "CCB Small business customer: A unique business or legal entity that has financial ownership or decision-making power with respect to accounts. Where a customer uses the same identifier as both a Consumer and a Small business, the customer is included in both metrics."}
-{"_id": "JPM20238285", "title": "JPM CCO: Chief Compliance Officer", "text": "CCP: \u201cCentral counterparty\u201d is a clearing house that interposes itself between counterparties to contracts traded in one or more financial markets, becoming the buyer to every seller and the seller to every buyer and thereby ensuring the future performance of open contracts. A CCP becomes a counterparty to trades with market participants through novation, an open offer system, or another legally binding arrangement."}
-{"_id": "JPM20238295", "title": "JPM CIO: Chief Investment Office", "text": "Client assets: Represent assets under management as well as custody, brokerage, administration and deposit accounts."}
-{"_id": "JPM20238296", "title": "JPM CIO: Chief Investment Office", "text": "Client deposits and other third-party liabilities: Deposits, as well as deposits that are swept to on-balance sheet liabilities (e.g., commercial paper, federal funds purchased and securities loaned or sold under repurchase agreements) as part of client cash management programs."}
-{"_id": "JPM20238297", "title": "JPM CIO: Chief Investment Office", "text": "Client investment assets: Represent assets under management as well as custody, brokerage and annuity accounts, and deposits held in investment accounts."}
-{"_id": "JPM20238301", "title": "JPM CMT: Constant Maturity Treasury", "text": "Collateral-dependent: A loan is considered to be collateral-dependent when repayment of the loan is expected to be provided substantially through the operation or sale of the collateral when the borrower is experiencing financial difficulty, including when foreclosure is deemed probable based on borrower delinquency."}
-{"_id": "JPM20238302", "title": "JPM CMT: Constant Maturity Treasury", "text": "Commercial Card: provides a wide range of payment services to corporate and public sector clients worldwide through the commercial card products. Services include procurement, corporate travel and entertainment, expense management services, and business-to-business payment solutions."}
-{"_id": "JPM20238305", "title": "JPM Glossary of Terms and Acronyms", "text": "Credit derivatives: Financial instruments whose value is derived from the credit risk associated with the debt of a third-party issuer (the reference entity) which allow one party (the protection purchaser) to transfer that risk to another party (the protection seller). Upon the occurrence of a credit event by the reference entity, which may include, among other events, the bankruptcy or failure to pay its obligations, or certain restructurings of the debt of the reference entity, neither party has recourse to the reference entity. The protection purchaser has recourse to the protection seller for the difference between the face value of the CDS contract and the fair value at the time of settling the credit derivative contract. The determination as to whether a credit event has occurred is generally made by the relevant International Swaps and Derivatives Association (\u201cISDA\u201d) Determinations Committee."}
-{"_id": "JPM20238306", "title": "JPM Glossary of Terms and Acronyms", "text": "Criticized: Criticized loans, lending-related commitments and derivative receivables that are classified as special mention, substandard and doubtful categories for regulatory purposes and are generally consistent with a rating of CCC+/Caa1 and below, as defined by S&P and Moody\u2019s."}
-{"_id": "JPM20238310", "title": "JPM CTC: CIO, Treasury and Corporate", "text": "Custom lending: Loans to AWM\u2019s Global Private Bank clients, including loans to private investment funds and loans that are collateralized by nontraditional asset types, such as art work, aircraft, etc."}
-{"_id": "JPM20238312", "title": "JPM CVA: Credit valuation adjustment", "text": "Debit and credit card sales volume: Dollar amount of card member purchases, net of returns."}
-{"_id": "JPM20238313", "title": "JPM CVA: Credit valuation adjustment", "text": "Deposit margin: Represents net interest income expressed as a percentage of average deposits."}
-{"_id": "JPM20238314", "title": "JPM CVA: Credit valuation adjustment", "text": "Distributed denial-of-service attack: The use of a large number of remote computer systems to electronically send a high volume of traffic to a target website to create a service outage at the target. This is a form of cyberattack."}
-{"_id": "JPM20238318", "title": "JPM EC: European Commission", "text": "Eligible HQLA: Eligible high-quality liquid assets, for purposes of calculating the LCR, is the amount of unencumbered HQLA that satisfy certain operational considerations as defined in the LCR rule."}
-{"_id": "JPM20238320", "title": "JPM Eligible LTD: Long-term debt satisfying certain eligibility criteria", "text": "Embedded derivatives: are implicit or explicit terms or features of a financial instrument that affect some or all of the cash flows or the value of the instrument in a manner similar to a derivative. An instrument containing such terms"}
-{"_id": "JPM20238321", "title": "JPM Eligible LTD: Long-term debt satisfying certain eligibility criteria", "text": "or features is referred to as a \u201chybrid.\u201d The component of the hybrid that is the non-derivative instrument is referred to as the \u201chost.\u201d For example, callable debt is a hybrid instrument that contains a plain vanilla debt instrument (i.e., the host) and an embedded option that allows the issuer to redeem the debt issue at a specified date for a specified amount (i.e., the embedded derivative). However, a floating rate instrument is not a hybrid composed of a fixed-rate instrument and an interest rate swap."}
-{"_id": "JPM20238324", "title": "JPM ERISA: Employee Retirement Income Security Act of 1974", "text": "ETD: \u201cExchange-traded derivatives\u201d: Derivative contracts that are executed on an exchange and settled via a central clearing house."}
-{"_id": "JPM20238329", "title": "JPM EU: European Union", "text": "Expense categories: \u2022Volume- and/or revenue-related expenses generally correlate with changes in the related business/transaction volume or revenue. Examples include commissions and incentive compensation within the LOBs, depreciation expense related to operating lease assets, and brokerage expense related to trading transaction volume. \u2022Investments in the business include expenses associated with supporting medium- to longer-term strategic plans of the Firm. Examples include front office growth, market expansion, initiatives in technology (including related compensation), marketing, and acquisitions. \u2022Structural expenses are those associated with the day-to-day cost of running the Firm and are expenses not included in the above two categories. Examples include employee salaries and benefits, certain other incentive compensation, and costs related to real estate."}
-{"_id": "JPM20238335", "title": "JPM FDIC: Federal Deposit Insurance Corporation", "text": "FDM: \"Financial difficulty modification\" applies to loan modifications effective January 1, 2023, and is deemed to occur when the Firm modifies specific terms of the original loan agreement. The following types of modifications are considered FDMs: principal forgiveness, interest rate reduction, other-than-insignificant payment delay, term extension or a combination of these modifications."}
-{"_id": "JPM20238336", "title": "JPM FDIC: Federal Deposit Insurance Corporation", "text": "Federal Reserve: The Board of the Governors of the Federal Reserve System"}
-{"_id": "JPM20238343", "title": "JPM FICC: The Fixed Income Clearing Corporation", "text": "FICO score: A measure of consumer credit risk provided by credit bureaus, typically produced from statistical models by Fair Isaac Corporation utilizing data collected by the credit bureaus."}
-{"_id": "JPM20238345", "title": "JPM FINRA: Financial Industry Regulatory Authority", "text": "Firm: JPMorgan Chase & Co."}
-{"_id": "JPM20238346", "title": "JPM FINRA: Financial Industry Regulatory Authority", "text": "Forward points: Represents the interest rate differential between two currencies, which is either added to or subtracted from the current exchange rate (i.e., \u201cspot rate\u201d) to determine the forward exchange rate."}
-{"_id": "JPM20238349", "title": "JPM Freddie Mac: Federal Home Loan Mortgage Corporation", "text": "Free standing derivatives: a derivative contract entered into either separate and apart from any of the Firm\u2019s other financial instruments or equity transactions. Or, in conjunction with some other transaction and is legally detachable and separately exercisable."}
-{"_id": "JPM20238354", "title": "JPM FX: Foreign exchange", "text": "G7: Group of Seven nations: Countries in the G7 are Canada, France, Germany, Italy, Japan, the U.K. and the U.S."}
-{"_id": "JPM20238355", "title": "JPM FX: Foreign exchange", "text": "G7 government securities: Securities issued by the government of one of the G7 nations."}
-{"_id": "JPM20238359", "title": "JPM HELOC: Home equity line of credit", "text": "Home equity \u2013 senior lien: Represents loans and commitments where JPMorgan Chase holds the first security interest on the property."}
-{"_id": "JPM20238360", "title": "JPM HELOC: Home equity line of credit", "text": "Home equity \u2013 junior lien: Represents loans and commitments where JPMorgan Chase holds a security interest that is subordinate in rank to other liens."}
-{"_id": "JPM20238361", "title": "JPM HELOC: Home equity line of credit", "text": "Households: A household is a collection of individuals or entities aggregated together by name, address, tax identifier and phone number."}
-{"_id": "JPM20238362", "title": "JPM HELOC: Home equity line of credit", "text": "HQLA: \u201cHigh-quality liquid assets\u201d consist of cash and certain high-quality liquid securities as defined in the LCR rule."}
-{"_id": "JPM20238368", "title": "JPM IHC: JPMorgan Chase Holdings LLC, an intermediate holding company", "text": "Investment-grade: An indication of credit quality based on JPMorgan Chase\u2019s internal risk assessment. The Firm considers ratings of BBB-/Baa3 or higher as investment-grade."}
-{"_id": "JPM20238371", "title": "JPM ISDA: International Swaps and Derivatives Association", "text": "JPMorgan Chase: JPMorgan Chase & Co."}
-{"_id": "JPM20238373", "title": "JPM JPMorgan Chase Bank, N.A.: JPMorgan Chase Bank, National Association", "text": "JPMorgan Chase Foundation or the Firm\u2019s Foundation: A not-for-profit organization that makes contributions for charitable and educational purposes."}
-{"_id": "JPM20238384", "title": "JPM LTIP: Long-term incentive plan", "text": "LTV: \u201cLoan-to-value\u201d: For residential real estate loans, the relationship, expressed as a percentage, between the principal amount of a loan and the appraised value of the collateral (i.e., residential real estate) securing the loan."}
-{"_id": "JPM20238386", "title": "JPM Origination date LTV ratio", "text": "The LTV ratio at the origination date of the loan. Origination date LTV ratios are calculated based on the actual appraised values of collateral (i.e., loan-level data) at the origination date."}
-{"_id": "JPM20238388", "title": "JPM Current estimated LTV ratio", "text": "An estimate of the LTV as of a certain date. The current estimated LTV ratios are calculated using estimated collateral values derived from a nationally recognized home price index measured at the metropolitan statistical area (\u201cMSA\u201d) level. These MSA-level home price indices consist of actual data to the extent available and forecasted data where actual data is not available. As a result, the estimated collateral values used to calculate these ratios do not represent actual appraised loan-level collateral values; as such, the resulting LTV ratios are necessarily imprecise and should therefore be viewed as estimates."}
-{"_id": "JPM20238390", "title": "JPM Combined LTV ratio", "text": "The LTV ratio considering all available lien positions, as well as unused lines, related to the property. Combined LTV ratios are used for junior lien home equity products."}
-{"_id": "JPM20238391", "title": "JPM Combined LTV ratio", "text": "Macro businesses: the macro businesses include Rates, Currencies and Emerging Markets, Fixed Income Financing"}
-{"_id": "JPM20238394", "title": "JPM Glossary of Terms and Acronyms", "text": "and Commodities in CIB's Fixed Income Markets."}
-{"_id": "JPM20238395", "title": "JPM Glossary of Terms and Acronyms", "text": "Managed basis: A non-GAAP presentation of Firmwide financial results that includes reclassifications to present revenue on a fully taxable-equivalent basis. Management also uses this financial measure at the segment level, because it believes this provides information to enable investors to understand the underlying operational performance and trends of the particular business segment and facilitates a comparison of the business segment with the performance of competitors."}
-{"_id": "JPM20238396", "title": "JPM Glossary of Terms and Acronyms", "text": "Markets: consists of CIB\u2019s Fixed Income Markets and Equity Markets businesses."}
-{"_id": "JPM20238397", "title": "JPM Glossary of Terms and Acronyms", "text": "Master netting agreement: A single agreement with a counterparty that permits multiple transactions governed by that agreement to be terminated or accelerated and settled through a single payment in a single currency in the event of a default (e.g., bankruptcy, failure to make a required payment or securities transfer or deliver collateral or margin when due)."}
-{"_id": "JPM20238400", "title": "JPM MD&A: Management\u2019s discussion and analysis", "text": "Measurement alternative: Measures equity securities without readily determinable fair values at cost less impairment (if any), plus or minus observable price changes from an identical or similar investment of the same issuer."}
-{"_id": "JPM20238401", "title": "JPM MD&A: Management\u2019s discussion and analysis", "text": "Merchant Services: offers merchants payment processing capabilities, fraud and risk management, data and analytics, and other payments services. Through Merchant Services, merchants of all sizes can accept payments via credit and debit cards and payments in multiple currencies."}
-{"_id": "JPM20238404", "title": "JPM Moody\u2019s: Moody\u2019s Investor Services", "text": "Mortgage origination channels:"}
-{"_id": "JPM20238405", "title": "JPM Moody\u2019s: Moody\u2019s Investor Services", "text": "Retail \u2013 Borrowers who buy or refinance a home through direct contact with a mortgage banker employed by the Firm using a branch office, the Internet or by phone. Borrowers are frequently referred to a mortgage banker by a banker in a Chase branch, real estate brokers, home builders or other third parties."}
-{"_id": "JPM20238406", "title": "JPM Moody\u2019s: Moody\u2019s Investor Services", "text": "Correspondent \u2013 Banks, thrifts, other mortgage banks and other financial institutions that sell closed loans to the Firm."}
-{"_id": "JPM20238408", "title": "JPM Moody\u2019s: Moody\u2019s Investor Services", "text": "Mortgage product types: Alt-A"}
-{"_id": "JPM20238409", "title": "JPM Moody\u2019s: Moody\u2019s Investor Services", "text": "Alt-A loans are generally higher in credit quality than subprime loans but have characteristics that would disqualify the borrower from a traditional prime loan. Alt-A lending characteristics may include one or more of the following: (i) limited documentation; (ii) a high CLTV ratio; (iii) loans secured by non-owner occupied properties; or (iv) a debt-to-income ratio above normal limits. A substantial proportion of the Firm\u2019s Alt-A loans are those where a borrower does not provide complete documentation of his"}
-{"_id": "JPM20238410", "title": "JPM Moody\u2019s: Moody\u2019s Investor Services", "text": "or her assets or the amount or source of his or her income."}
-{"_id": "JPM20238412", "title": "JPM Option ARMs", "text": "The option ARM real estate loan product is an adjustable-rate mortgage loan that provides the borrower with the option each month to make a fully amortizing, interest-only or minimum payment. The minimum payment on an option ARM loan is based on the interest rate charged during the introductory period. This introductory rate is usually significantly below the fully indexed rate. The fully indexed rate is calculated using an index rate plus a margin. Once the introductory period ends, the contractual interest rate charged on the loan increases to the fully indexed rate and adjusts monthly to reflect movements in the index. The minimum payment is typically insufficient to cover interest accrued in the prior month, and any unpaid interest is deferred and added to the principal balance of the loan. Option ARM loans are subject to payment recast, which converts the loan to a variable-rate fully amortizing loan upon meeting specified loan balance and anniversary date triggers."}
-{"_id": "JPM20238414", "title": "JPM Prime", "text": "Prime mortgage loans are made to borrowers with good credit records who meet specific underwriting requirements, including prescriptive requirements related to income and overall debt levels. New prime mortgage borrowers provide full documentation and generally have reliable payment histories."}
-{"_id": "JPM20238416", "title": "JPM Subprime", "text": "Subprime loans are loans that, prior to mid-2008, were offered to certain customers with one or more high risk characteristics, including but not limited to: (i) unreliable or poor payment histories; (ii) a high LTV ratio of greater than 80% (without borrower-paid mortgage insurance); (iii) a high debt-to-income ratio; (iv) an occupancy type for the loan is other than the borrower\u2019s primary residence; or (v) a history of delinquencies or late payments on the loan."}
-{"_id": "JPM20238420", "title": "JPM MSR: Mortgage servicing rights", "text": "Multi-asset: Any fund or account that allocates assets under management to more than one asset class."}
-{"_id": "JPM20238421", "title": "JPM MSR: Mortgage servicing rights", "text": "NA: Data is not applicable or available for the period presented."}
-{"_id": "JPM20238423", "title": "JPM NAV: Net Asset Value", "text": "Net Capital Rule: Rule 15c3-1 under the Securities Exchange Act of 1934."}
-{"_id": "JPM20238424", "title": "JPM NAV: Net Asset Value", "text": "Net charge-off/(recovery) rate: Represents net charge-offs/(recoveries) (annualized) divided by average retained loans for the reporting period."}
-{"_id": "JPM20238430", "title": "JPM NAV: Net Asset Value", "text": "Net interchange income includes the following components: 318 JPMorgan Chase & Co./2023 Form 10-K Glossary of Terms and Acronyms \u2022Interchange income: Fees earned by credit and debit card issuers on sales transactions. \u2022Rewards costs: The cost to the Firm for points earned by cardholders enrolled in credit card rewards programs generally tied to sales transactions. \u2022Partner payments: Payments to co-brand credit card partners based on the cost of loyalty program rewards earned by cardholders on credit card transactions."}
-{"_id": "JPM20238431", "title": "JPM NAV: Net Asset Value", "text": "Net mortgage servicing revenue: Includes operating revenue earned from servicing third-party mortgage loans, which is recognized over the period in which the service is provided; changes in the fair value of MSRs; the impact of risk management activities associated with MSRs; and gains and losses on securitization of excess mortgage servicing. Net mortgage servicing revenue also includes gains and losses on sales and lower of cost or fair value adjustments of certain repurchased loans insured by U.S. government agencies."}
-{"_id": "JPM20238432", "title": "JPM NAV: Net Asset Value", "text": "Net revenue rate: Represents Card Services net revenue (annualized) expressed as a percentage of average loans for the period."}
-{"_id": "JPM20238433", "title": "JPM NAV: Net Asset Value", "text": "Net yield on interest-earning assets: The average rate for interest-earning assets less the average rate paid for all sources of funds."}
-{"_id": "JPM20238437", "title": "JPM NOL: Net operating loss", "text": "Nonaccrual loans: Loans for which interest income is not recognized on an accrual basis. Loans (other than credit card loans and certain consumer loans insured by U.S. government agencies) are placed on nonaccrual status when full payment of principal and interest is not expected, regardless of delinquency status, or when principal and interest have been in default for a period of 90 days or more unless the loan is both well-secured and in the process of collection. Collateral-dependent loans are typically maintained on nonaccrual status."}
-{"_id": "JPM20238438", "title": "JPM NOL: Net operating loss", "text": "Nonperforming assets: Nonperforming assets include nonaccrual loans, nonperforming derivatives and certain assets acquired in loan satisfactions, predominantly real estate owned and other commercial and personal property."}
-{"_id": "JPM20238444", "title": "JPM OPEB: Other postretirement employee benefit", "text": "Over-the-counter (\u201cOTC\u201d) derivatives: Derivative contracts that are negotiated, executed and settled bilaterally between two derivative counterparties, where one or both counterparties is a derivatives dealer."}
-{"_id": "JPM20238445", "title": "JPM OPEB: Other postretirement employee benefit", "text": "Over-the-counter cleared (\u201cOTC-cleared\u201d) derivatives: Derivative contracts that are negotiated and executed bilaterally, but subsequently settled via a central clearing house, such that each derivative counterparty is only exposed to the default of that clearing house."}
-{"_id": "JPM20238446", "title": "JPM OPEB: Other postretirement employee benefit", "text": "Overhead ratio: Noninterest expense as a percentage of total net revenue."}
-{"_id": "JPM20238447", "title": "JPM OPEB: Other postretirement employee benefit", "text": "Parent Company: JPMorgan Chase & Co."}
-{"_id": "JPM20238448", "title": "JPM OPEB: Other postretirement employee benefit", "text": "Participating securities: Represents unvested share-based compensation awards containing nonforfeitable rights to dividends or dividend equivalents (collectively, \u201cdividends\u201d), which are included in the earnings per share calculation using the two-class method. JPMorgan Chase grants RSUs to certain employees under its share-based compensation programs, which entitle the recipients to receive nonforfeitable dividends during the vesting period on a basis equivalent to the dividends paid to holders of common stock. These unvested awards meet the definition of participating securities. Under the two-class method, all earnings (distributed and undistributed) are allocated to each class of common stock and participating securities, based on their respective rights to receive dividends."}
-{"_id": "JPM20238450", "title": "JPM PCAOB: Public Company Accounting Oversight Board", "text": "PCD: \u201cPurchased credit deteriorated\u201d assets represent acquired financial assets that as of the date of acquisition have experienced a more-than-insignificant deterioration in credit quality since origination, as determined by the Firm."}
-{"_id": "JPM20238452", "title": "JPM PD: Probability of default", "text": "Pillar 1: The Basel framework consists of a three \u201cPillar\u201d approach. Pillar 1 establishes minimum capital requirements, defines eligible capital instruments, and prescribes rules for calculating RWA."}
-{"_id": "JPM20238453", "title": "JPM PD: Probability of default", "text": "Pillar 3: The Basel framework consists of a three \u201cPillar\u201d approach. Pillar 3 encourages market discipline through disclosure requirements which allow market participants to assess the risk and capital profiles of banks."}
-{"_id": "JPM20238456", "title": "JPM PRA: Prudential Regulation Authority", "text": "Pre-provision profit/(loss): Represents total net revenue less noninterest expense. The Firm believes that this financial measure is useful in assessing the ability of a lending institution to generate income in excess of its provision for credit losses."}
-{"_id": "JPM20238457", "title": "JPM PRA: Prudential Regulation Authority", "text": "Pre-tax margin: Represents income before income tax expense divided by total net revenue, which is, in management\u2019s view, a comprehensive measure of pretax performance derived by measuring earnings after all costs are taken into consideration. It is one basis upon which management evaluates the performance of AWM against the performance of their respective competitors."}
-{"_id": "JPM20238462", "title": "JPM PRA: Prudential Regulation Authority", "text": "Principal transactions revenue: Principal transactions revenue is driven by many factors, including: JPMorgan Chase & Co./2023 Form 10-K 319 Glossary of Terms and Acronyms \u2022the bid-offer spread, which is the difference between the price at which a market participant is willing and able to sell an instrument to the Firm and the price at which another market participant is willing and able to buy it from the Firm, and vice versa; and \u2022realized and unrealized gains and losses on financial instruments and commodities transactions, including those accounted for under the fair value option, primarily used in client-driven market-making activities."}
-{"_id": "JPM20238463", "title": "JPM PRA: Prudential Regulation Authority", "text": "\u2013Realized gains and losses result from the sale of instruments, closing out or termination of transactions, or interim cash payments."}
-{"_id": "JPM20238464", "title": "JPM PRA: Prudential Regulation Authority", "text": "\u2013Unrealized gains and losses result from changes in valuation."}
-{"_id": "JPM20238465", "title": "JPM PRA: Prudential Regulation Authority", "text": "In connection with its client-driven market-making activities, the Firm transacts in debt and equity instruments, derivatives and commodities, including physical commodities inventories and financial instruments that reference commodities."}
-{"_id": "JPM20238468", "title": "JPM PRA: Prudential Regulation Authority", "text": "Principal transactions revenue also includes realized and unrealized gains and losses related to: \u2022derivatives designated in qualifying hedge accounting relationships, primarily fair value hedges of commodity and foreign exchange risk; \u2022derivatives used for specific risk management purposes, primarily to mitigate credit, foreign exchange and interest rate risks."}
-{"_id": "JPM20238469", "title": "JPM PRA: Prudential Regulation Authority", "text": "Production revenue: Includes fees and income recognized as earned on mortgage loans originated with the intent to sell, and the impact of risk management activities associated with the mortgage pipeline and warehouse loans. Production revenue also includes gains and losses on sales and lower of cost or fair value adjustments on mortgage loans held-for-sale (excluding certain repurchased loans insured by U.S. government agencies), and changes in the fair value of financial instruments measured under the fair value option."}
-{"_id": "JPM20238471", "title": "JPM PSU(s): Performance share units", "text": "Regulatory VaR: Daily aggregated VaR calculated in accordance with regulatory rules."}
-{"_id": "JPM20238473", "title": "JPM REO: Real estate owned", "text": "Reported basis: Financial statements prepared under U.S. GAAP, which excludes the impact of taxable-equivalent adjustments."}
-{"_id": "JPM20238474", "title": "JPM REO: Real estate owned", "text": "Retained loans: Loans that are held-for-investment (i.e., excludes loans held-for-sale and loans at fair value)."}
-{"_id": "JPM20238475", "title": "JPM REO: Real estate owned", "text": "Revenue wallet: Proportion of fee revenue based on estimates of investment banking fees generated across the industry (i.e., the revenue wallet) from investment banking transactions in M&A, equity and debt underwriting, and loan syndications. Source: Dealogic, a third-party provider of investment banking competitive analysis and volume-based"}
-{"_id": "JPM20238476", "title": "JPM REO: Real estate owned", "text": "league tables for the above noted industry products."}
-{"_id": "JPM20238483", "title": "JPM RSU(s): Restricted stock units", "text": "RWA: \u201cRisk-weighted assets\u201d: Basel III establishes two comprehensive approaches for calculating RWA (a Standardized approach and an Advanced approach) which include capital requirements for credit risk, market risk, and in the case of Basel III Advanced, also operational risk. Key differences in the calculation of credit risk RWA between the Standardized and Advanced approaches are that for Basel III Advanced, credit risk RWA is based on risk-sensitive approaches which largely rely on the use of internal credit models and parameters, whereas for Basel III Standardized, credit risk RWA is generally based on supervisory risk-weightings which vary primarily by counterparty type and asset class. Market risk RWA is calculated on a generally consistent basis between Basel III Standardized and Basel III Advanced."}
-{"_id": "JPM20238486", "title": "JPM SAR as it pertains to Hong Kong: Special Administrative Region", "text": "SAR(s) as it pertains to employee stock awards: Stock appreciation rights"}
-{"_id": "JPM20238488", "title": "JPM SCB: Stress capital buffer", "text": "Scored portfolios: Consumer loan portfolios that predominantly include residential real estate loans, credit card loans, auto loans to individuals and certain small business loans."}
-{"_id": "JPM20238490", "title": "JPM SEC: U.S. Securities and Exchange Commission", "text": "Securities financing agreements: Include resale, repurchase, securities borrowed and securities loaned agreements"}
-{"_id": "JPM20238491", "title": "JPM SEC: U.S. Securities and Exchange Commission", "text": "Securitized Products Group: Comprised of Securitized Products and tax-oriented investments."}
-{"_id": "JPM20238492", "title": "JPM SEC: U.S. Securities and Exchange Commission", "text": "Seed capital: Initial JPMorgan capital invested in products, such as mutual funds, with the intention of ensuring the fund is of sufficient size to represent a viable offering to clients, enabling pricing of its shares, and allowing the manager to develop a track record. After these goals are achieved, the intent is to remove the Firm\u2019s capital from the investment."}
-{"_id": "JPM20238493", "title": "JPM SEC: U.S. Securities and Exchange Commission", "text": "Shelf securities: Securities registered with the SEC under a shelf registration statement that have not been issued, offered or sold. These securities are not included in league tables until they have actually been issued."}
-{"_id": "JPM20238501", "title": "JPM SPEs: Special purpose entities", "text": "Structural interest rate risk: Represents interest rate risk of the non-trading assets and liabilities of the Firm."}
-{"_id": "JPM20238502", "title": "JPM SPEs: Special purpose entities", "text": "Structured notes: Structured notes are financial instruments whose cash flows are linked to the movement in one or more indexes, interest rates, foreign exchange rates, commodities prices, prepayment rates, underlying reference pool of loans or other market variables. The notes typically contain embedded (but not separable or detachable) derivatives. Contractual cash flows for principal, interest, or both can vary in amount and timing throughout the life of the note based on non-traditional indexes or non-traditional uses of traditional interest rates or indexes."}
-{"_id": "JPM20238503", "title": "JPM SPEs: Special purpose entities", "text": "Taxable-equivalent basis: In presenting results on a managed basis, the total net revenue for each of the business segments and the Firm is presented on a tax-equivalent basis. Accordingly, revenue from investments that receive tax credits and tax-exempt securities is presented in managed basis results on a level comparable to taxable investments and securities; the corresponding income tax impact related to tax-exempt items is recorded within income tax expense."}
-{"_id": "JPM20238506", "title": "JPM TCE: Tangible common equity", "text": "TDR: \u201cTroubled debt restructuring\u201d applies to loan modifications granted prior to January 1, 2023 and is deemed to occur when the Firm modifies the original terms of a loan agreement by granting a concession to a borrower that is experiencing financial difficulty. Loans with short-term and other insignificant modifications that are not considered concessions are not TDRs."}
-{"_id": "JPM20238509", "title": "JPM U.K.: United Kingdom", "text": "Unaudited: Financial statements and/or information that have not been subject to auditing procedures by an independent registered public accounting firm."}
-{"_id": "JPM20238511", "title": "JPM U.S.: United States of America", "text": "U.S. GAAP: Accounting principles generally accepted in the U.S."}
-{"_id": "JPM20238512", "title": "JPM U.S.: United States of America", "text": "U.S. government agencies: U.S. government agencies include, but are not limited to, agencies such as Ginnie Mae and FHA, and do not include Fannie Mae and Freddie Mac which are U.S. government-sponsored enterprises (\u201cU.S. GSEs\u201d). In general, obligations of U.S. government agencies are fully and explicitly guaranteed as to the timely payment of principal and interest by the full faith and credit of the U.S. government in the event of a default."}
-{"_id": "JPM20238514", "title": "JPM U.S. GSE(s): \u201cU.S. government-sponsored enterprises\u201d are", "text": "quasi-governmental, privately-held entities established or chartered by the U.S. government to serve public purposes as specified by the U.S. Congress to improve the flow of credit to specific sectors of the economy and provide certain essential services to the public. U.S. GSEs include Fannie Mae and Freddie Mac, but do not include Ginnie Mae or FHA. U.S. GSE obligations are not explicitly guaranteed as to the timely payment of principal and interest by the full faith and credit of the U.S. government."}
-{"_id": "JPM20238517", "title": "JPM VA: U.S. Department of Veterans Affairs", "text": "VaR: \u201cValue-at-risk\u201d is a measure of the dollar amount of potential loss from adverse market moves in an ordinary market environment."}
-{"_id": "JPM20238521", "title": "JPM VIEs: Variable interest entities", "text": "Warehouse loans: Consist of prime mortgages originated with the intent to sell that are accounted for at fair value and classified as loans."}
-{"_id": "JPM20238524", "title": "JPM Signatures", "text": "Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned, thereunto duly authorized."}
-{"_id": "JPM20238558", "title": "JPM February 16, 2024", "text": "Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the date indicated. JPMorgan Chase & Co. does not exercise the power of attorney to sign on behalf of any Director. ##Capacity##Date /s/ JAMES DIMON##Director, Chairman and Chief Executive Officer (Principal Executive Officer)## (James Dimon)#### /s/ LINDA B. BAMMANN##Director## (Linda B. Bammann)#### /s/ STEPHEN B. BURKE##Director## (Stephen B. Burke)#### /s/ TODD A. COMBS##Director## (Todd A. Combs)#### /s/ ALICIA BOLER DAVIS##Director##February 16, 2024 (Alicia Boler Davis)#### /s/ TIMOTHY P. FLYNN##Director## (Timothy P. Flynn)#### /s/ ALEX GORSKY##Director## (Alex Gorsky)#### /s/ MELLODY HOBSON##Director## (Mellody Hobson)#### /s/ MICHAEL A. NEAL##Director## (Michael A. Neal)#### /s/ PHEBE N. NOVAKOVIC##Director## (Phebe N. Novakovic)#### /s/ VIRGINIA M. ROMETTY##Director## (Virginia M. Rometty)#### /s/ MARK A. WEINBERGER##Director## (Mark A. Weinberger)#### /s/ JEREMY BARNUM##Executive Vice President and Chief Financial Officer## (Jeremy Barnum)##(Principal Financial Officer)## /s/ ELENA KORABLINA##Managing Director and Firmwide Controller## (Elena Korablina)##(Principal Accounting Officer)##"}
-{"_id": "JPM20238558", "title": "JPM 322 JPMorgan Chase & Co./2023 Form 10-K", "text": ""}
-{"_id": "META20230004", "title": "META Overview", "text": "Our mission is to give people the power to build community and bring the world closer together."}
-{"_id": "META20230005", "title": "META Overview", "text": "All of our products, including our apps, share the vision of helping to bring the metaverse to life. We build technology that helps people connect and share, find communities, and grow businesses. Our products enable people to connect and share with friends and family through mobile devices, personal computers, virtual reality (VR) and mixed reality (MR) headsets, and wearables. We also help people discover and learn about what is going on in the world around them, enable people to share their experiences, ideas, photos and videos, and other activities with audiences ranging from their closest family members and friends to the public at large, and stay connected everywhere by accessing our products. Meta is moving our offerings beyond 2D screens toward immersive experiences like augmented and virtual reality to help build the metaverse, which we believe is the next evolution in social technology. Our vision for the metaverse does not center on any single product, but rather an entire ecosystem of experiences, devices, and new technologies. While the metaverse is in the very early stages of its development, we believe it will become the next computing platform and the future of social interaction. Across our work, we are innovating in artificial intelligence (AI) technologies to build new experiences that help make our platform more social, useful, and immersive."}
-{"_id": "META20230006", "title": "META Overview", "text": "We report financial results for two segments: Family of Apps (FoA) and Reality Labs (RL). Currently, we generate substantially all of our revenue from selling advertising placements on our family of apps to marketers, which is reflected in FoA. Ads on our platform enable marketers to reach people across a range of marketing objectives, such as generating leads or driving awareness. Marketers purchase ads that can appear in multiple places including on Facebook, Instagram, Messenger, and third-party applications and websites. RL generates revenue from sales of consumer hardware products, software, and content."}
-{"_id": "META20230007", "title": "META Overview", "text": "We invest in our business based on our company priorities. In 2024, we intend to focus on six key investment areas: AI, the metaverse, our discovery engine, monetization of our products and services, regulatory readiness, and enhancing developer efficiency to build, iterate, and optimize products quickly. Our AI investments support initiatives across our products and services, helping power the systems that rank content in our apps, our discovery engine that recommends relevant content, the tools advertisers use to reach customers, the development of new generative AI experiences, and the tools that make our product development more efficient and productive."}
-{"_id": "META20230008", "title": "META Overview", "text": "The majority of our investments are directed toward developing our family of apps. In 2023, 80% of our total costs and expenses were recognized in FoA and 20% were recognized in RL. Our FoA investments were $70.13 billion in 2023 and include expenses relating to headcount, data centers and technical infrastructure as part of our efforts to develop our apps and our advertising services. We are also making significant investments in our metaverse efforts, including developing virtual and augmented reality devices, software for social platforms, neural interfaces, and other foundational technologies. Our total RL investments were $18.02 billion in 2023 and include expenses relating to headcount and technology development across these efforts. These are fundamentally new technologies that we expect will evolve as the metaverse ecosystem develops, and many products for the metaverse may only be fully realized in the next decade. Although it is inherently difficult to predict when and how the metaverse ecosystem will develop, we expect our RL segment to continue to operate at a loss for the foreseeable future, and our ability to support our metaverse efforts is dependent on generating sufficient profits from other areas of our business. We expect this will be a complex, evolving, and long-term initiative. We are investing now because we believe this is the next chapter of the internet and will unlock monetization opportunities for businesses, developers, and creators, including around advertising, hardware, and digital goods."}
-{"_id": "META20230011", "title": "META Family of Apps Products", "text": " \u2022Facebook. Facebook helps give people the power to build community and bring the world closer together. It's a place for people to share life's moments and discuss what's happening, nurture and build relationships, discover and connect to interests, and create economic opportunity. They can do this through Feed, Reels, Stories, Groups, Marketplace, and more."}
-{"_id": "META20230016", "title": "META Table of Contents", "text": " \u2022Instagram. Instagram brings people closer to the people and things they love. Instagram Feed, Stories, Reels, Live, and messaging are places where people and creators can connect and express themselves through photos, video, and private messaging, and discover and shop from their favorite businesses. \u2022Messenger. Messenger is a simple yet powerful messaging application for people to connect with friends, family, communities, and businesses across platforms and devices through text, audio, and video calls. \u2022Threads. Threads is an application for text-based updates and public conversations, where communities come together to discuss topics of interest. People can connect directly with their favorite creators and others who love the same things or build a loyal following of their own to share their ideas, opinions, and creativity with the world. \u2022WhatsApp. WhatsApp is a simple, reliable, and secure messaging application that is used by people and businesses around the world to communicate and transact in a private way. Within WhatsApp we launched WhatsApp Channels, a one-to-many broadcast service designed to help people follow information from people and organizations that are important to them."}
-{"_id": "META20230018", "title": "META Reality Labs Products", "text": "Many of our metaverse investments are directed toward long-term, cutting-edge research and development for products that are not on the market today and may only be fully realized in the next decade. This includes exploring new technologies such as neural interfaces using electromyography, which lets people control their devices using neuromuscular signals, as well as innovations in AI and hardware to help build next-generation interfaces. In the near term, we are continuing to develop early metaverse experiences through Reality Labs products that help people feel connected, anytime, anywhere."}
-{"_id": "META20230019", "title": "META Reality Labs Products", "text": "Our current product offerings in VR include our Meta Quest devices, as well as software and content available through the Meta Quest Store, which enable a range of social experiences that allow people to defy physical distance while engaging in gaming, fitness, entertainment, and more. For example, Meta Horizon Worlds is a social platform where people can interact with friends, meet new people, play games, and attend virtual events."}
-{"_id": "META20230020", "title": "META Reality Labs Products", "text": "To drive greater adoption and acceptance of VR we have also introduced MR capabilities, which allow users to experience the immersion and presence of VR while still being grounded in the physical world, through our Meta Quest Pro and Meta Quest 3 devices."}
-{"_id": "META20230021", "title": "META Reality Labs Products", "text": "We have continued to advance our augmented reality (AR) roadmap to include offerings such as the Ray-Ban Meta smart glasses, which feature Meta AI, our advanced conversational assistant, as well as offer the ability to livestream video and let people stay more present through hands-free interaction. We also offer Meta Spark, a platform that allows creators and businesses to build AR experiences that bring the digital and physical worlds together in our apps."}
-{"_id": "META20230022", "title": "META Reality Labs Products", "text": "In general, while all of these investments are part of our long-term initiative to help build the metaverse, our VR and social platform efforts also include notable shorter-term projects developing specific products and services to go to market, whereas our AR efforts are primarily directed toward longer-term research and development projects. For example, in 2024, we expect to spend approximately 50% of our Reality Labs operating expenses on our AR initiatives, approximately 40% on our VR (including MR) initiatives, and approximately 10% on social platforms and other initiatives. We apply significant judgment in estimating this expense breakdown as there are certain shared costs across product lines, and our expectations are subject to change, including as the metaverse ecosystem and our business strategies evolve. In particular, we regularly evaluate our product roadmaps and make significant changes as our understanding of the technological challenges and market landscape and our product ideas and designs evolve."}
-{"_id": "META20230025", "title": "META Competition", "text": "Our business is characterized by innovation, rapid change, and disruptive technologies. We compete with companies providing connection, sharing, discovery, and communication products and services to users online, as well as companies that sell advertising to businesses looking to reach consumers and/or develop tools and systems for managing and optimizing advertising campaigns. We face significant competition in every aspect of our business, including, but not limited to, companies that facilitate the ability of users to create, share, communicate, and discover content and information online or"}
-{"_id": "META20230027", "title": "META Table of Contents", "text": "enable marketers to reach their existing or prospective audiences. We compete to attract, engage, and retain people who use our products, to attract and retain businesses that use our free or paid business and advertising services, and to attract and retain developers who build compelling applications that integrate with our products. We also compete with companies that develop and deliver consumer hardware and virtual and augmented reality products and services. We also expect to face additional competition as we introduce or acquire new products, as our existing products evolve, or as other companies introduce new products and services, including as part of efforts to develop the metaverse or innovate through the development and application of new technologies such as AI."}
-{"_id": "META20230029", "title": "META Technology", "text": "Our product development philosophy centers on continuous innovation in creating and improving products that are social by design, which means that our products are designed to place people and their social interactions at the core of the product experience. As our user base grows, as engagement with products like video, VR, and MR increases, and as we deepen our investment in new technologies, our computing needs continue to expand. We have designed and built our own data centers and key portions of our technical infrastructure, and a substantial portion of our technical infrastructure is also provided by third parties. Our ability to provide and continue to innovate our products and services depends on the continued availability of components, power, and network capacity."}
-{"_id": "META20230030", "title": "META Technology", "text": "We make significant investments in technology both to improve our existing products and services and to develop new ones, as well as for our marketers and developers. We are also investing in protecting the security, privacy, and integrity of our platform by investing in both people and technology to strengthen our systems against abuse. Across all of these efforts, we are making significant investments in AI initiatives, including generative AI, to, among other things, recommend relevant content across our products through our AI-powered discovery engine, enhance our advertising tools and improve our ad delivery, targeting, and measurement capabilities, and to develop new products as well as new features for existing products."}
-{"_id": "META20230032", "title": "META Sales and Operations", "text": "The majority of our marketers use our self-service ad platform to launch and manage their advertising campaigns. We also have a global sales force that is focused on attracting and retaining advertisers and providing support to them throughout the stages of the marketing cycle from pre-purchase decision-making to real-time optimizations to post-campaign analytics. We work directly with these advertisers, as well as through advertising agencies and resellers. We operate offices in approximately 90 cities around the globe, the majority of which have a sales presence. We also invest in and rely on self-service tools to provide direct customer support to our users and partners."}
-{"_id": "META20230033", "title": "META Sales and Operations", "text": "For our RL products, our sales and operations efforts utilize third-party sales channels such as retailers, resellers, and our direct-to-consumer channel, Meta.com. These efforts are focused on driving consumer and enterprise sales and adoption of our Meta Quest portfolio of products and Ray-Ban Meta smart glasses."}
-{"_id": "META20230035", "title": "META Marketing", "text": "Historically, our communities have generally grown organically with people inviting their friends to connect with them, supported by internal efforts to stimulate awareness and interest. In addition, we have invested and will continue to invest in marketing our products and services to grow our brand and help build community around the world."}
-{"_id": "META20230038", "title": "META Intellectual Property", "text": "To establish and protect our proprietary rights, we rely on a combination of patents, trademarks, copyrights, trade secrets, including know-how, license agreements, confidentiality procedures, non-disclosure agreements with third parties, employee disclosure and invention assignment agreements, and other contractual rights. In addition, to further protect our proprietary rights, from time to time we have purchased patents and patent applications from third parties. We do not believe that our proprietary technology is dependent on any single patent or copyright or groups of related patents or copyrights. We believe the duration of our patents is adequate relative to the expected lives of our products."}
-{"_id": "META20230041", "title": "META Government Regulation", "text": "We are subject to a variety of laws and regulations in the United States and abroad that involve matters central to our business, many of which are still evolving and being tested in courts, and could be interpreted in ways that could harm our business. These laws and regulations involve matters including privacy, data use, data protection and personal information, the provision of our services to younger users, biometrics, encryption, rights of publicity, content, integrity, intellectual property, advertising, marketing, distribution, data security, data retention and deletion, data localization and storage, data disclosure, AI and machine learning, electronic contracts and other communications, competition, protection of minors, consumer protection, civil rights, accessibility, telecommunications, product liability, e-commerce, taxation, economic or other trade controls including sanctions, anti-corruption and political law compliance, securities law compliance, and online payment services. Foreign data protection, privacy, content, competition, consumer protection, and other laws and regulations can impose different obligations or be more restrictive than those in the United States, and create the potential for significant fines to be imposed."}
-{"_id": "META20230042", "title": "META Government Regulation", "text": "These U.S. federal and state, EU, and other international laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and can be subject to significant change. As a result, the application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate, and may be interpreted and applied inconsistently from jurisdiction to jurisdiction and inconsistently with our current policies and practices. For example, regulatory or legislative actions or litigation concerning the manner in which we display content to our users, moderate content, provide our services to younger users, or are able to use data in various ways, including for advertising, or otherwise relating to content that is made available on our products, could adversely affect our financial results, including by imposing significant fines that increasingly may be calculated based on global revenue. In the United States, in 2023, the U.S. Supreme Court heard oral argument in a matter in which the scope of the protections available to online platforms under Section 230 of the Communications Decency Act (Section 230) was at issue, but it ultimately declined to address Section 230 in its decision. In addition, there have been, and continue to be, various efforts to remove or restrict the scope of the protections available to online platforms under Section 230, and any such changes may increase our costs or require significant changes to our products, business practices, or operations, which could adversely affect our business and financial results."}
-{"_id": "META20230044", "title": "META Government Regulation", "text": "We are also subject to evolving laws and regulations that dictate whether, how, and under what circumstances we can transfer, process or receive certain data that is critical to our operations, including data shared between countries or regions in which we operate and data shared among our products and services. If we are unable to transfer data between and among countries and regions in which we operate, or if we are restricted from sharing data among our products and services, it could affect our ability to provide our services, the manner in which we provide our services or our ability to target ads, which could adversely affect our financial results. For example, the Privacy Shield, a transfer framework we relied upon for data transferred from the European Union to the United States, was invalidated in July 2020 by the Court of Justice of the European Union (CJEU). In addition, the other bases upon which Meta relies to transfer such data, such as Standard Contractual Clauses (SCCs), have been subjected to regulatory and judicial scrutiny. For example, although the CJEU upheld the validity of SCCs as a basis to transfer user data from the European Union to the United States in July 2020, on May 12, 2023, the Irish Data Protection Committee (IDPC) issued a Final Decision concluding that Meta Platforms Ireland's reliance on SCCs in respect of certain transfers of European Economic Area (EEA) Facebook user data was not in compliance with the European General Data Protection Regulation (GDPR). The IDPC issued an administrative fine of EUR \u20ac1.2 billion as well as corrective orders requiring Meta Platforms Ireland to suspend the relevant transfers and to bring its processing operations into compliance with Chapter V GDPR by ceasing the unlawful processing, including storage, of such data in the United States. We are appealing this decision and the corrective orders are currently subject to an interim stay from the Irish High Court. Separately, on March 25, 2022, the European Union and United States announced that they had reached an agreement in principle on a new EU-U.S. Data Privacy Framework (EU-U.S. DPF). On October 7, 2022, President Biden signed the Executive Order on Enhancing Safeguards for United States Signals Intelligence Activities (E.O.), and on June 30, 2023, the European Union and the three additional countries making up the EEA were designated by the United States Attorney General as a \"qualifying state\" under Section 3(f) of the E.O. On July 10, 2023, the European Commission adopted an adequacy decision in relation to the United States. The adequacy decision concludes that the United States ensures an adequate level of protection for personal data transferred from the European Union to organizations in the United States that are included in the \"Data Privacy Framework List,\" maintained and made publicly available by the United States Department of Commerce pursuant to the EU-U.S. DPF. The implementation of the EU-U.S. DPF and the adequacy decision are important and welcome milestones, and we are implementing steps to comply with the above corrective orders following engagement with the IDPC. If we are required to take additional steps to comply with the corrective orders, this could increase the cost and complexity of delivering our products and services in Europe. Furthermore, the EU-U.S. DPF replaces"}
-{"_id": "META20230046", "title": "META Table of Contents", "text": "two prior adequacy frameworks which were invalidated by the CJEU. A further invalidation of the EU-U.S. DPF by the CJEU could create considerable uncertainty and lead to us being unable to offer a number of our most significant products and services, including Facebook and Instagram, in Europe, which would materially and adversely affect our business, financial condition, and results of operations."}
-{"_id": "META20230047", "title": "META Table of Contents", "text": "We have been subject to other significant legislative and regulatory developments, which together with proposed or new legislation and regulations could significantly affect our business in the future. For example, we have implemented a number of product changes and controls as a result of requirements under the GDPR, and may implement additional changes in the future. The GDPR also requires submission of personal data breach notifications to our lead European Union privacy regulator, the IDPC, and includes significant penalties for non-compliance with the notification obligation as well as other requirements of the regulation. The interpretation of the GDPR is still evolving, including through decisions of the CJEU, and draft decisions in investigations by the IDPC are subject to review by other European privacy regulators as part of the GDPR's consistency mechanism, which may lead to significant changes in the final outcome of such investigations. As a result, the interpretation and enforcement of the GDPR, as well as the imposition and amount of penalties for non-compliance, are subject to significant uncertainty, and as it evolves, could potentially have a negative impact on our business and/or our operations. In addition, Brazil, the United Kingdom, and other countries have enacted similar data protection regulations imposing data privacy-related requirements on products and services offered to users in their respective jurisdictions. The California Consumer Privacy Act, as amended by the California Privacy Rights Act, and similar laws recently enacted by other states also establish certain transparency rules and create certain data privacy rights for users. Some states have also proposed or enacted laws specifically focused on the privacy rights and controls for users under 18 years old and their parents or guardians. Like comprehensive privacy laws, these laws are evolving and subject to interpretation, and may restrict our ability to offer certain products and services provided to all or certain cohorts of users in those states, adversely affecting our advertising business. In addition, the European Union's ePrivacy Directive and national implementation laws impose additional limitations on the use of data across messaging products and include significant penalties for non-compliance. Changes to our products or business practices as a result of these or similar developments have adversely affected, and may in the future adversely affect, our advertising business. For example, in response to regulatory developments in Europe, we announced plans to change the legal basis for behavioral advertising on Facebook and Instagram in the EU, EEA, and Switzerland from \"legitimate interests\" to \"consent,\" and in November 2023 we began offering users in the region a \"subscription for no ads\" alternative. We are continuing to engage with regulators on our new consent model, including regarding compliance with requirements under the GDPR, Digital Markets Act (DMA), and EU consumer laws. These or any similar developments in the future may negatively impact our user growth and engagement, revenue, and financial results. Similarly, there are a number of legislative proposals or recently enacted laws in the European Union, the United States, at both the federal and state level, as well as other jurisdictions that could impose new obligations or limitations in areas affecting our business. For example, the DMA in the European Union imposes new restrictions and requirements on companies like ours, including in areas such as the combination of data across services, mergers and acquisitions, and product design. The DMA also includes significant penalties for non-compliance, and its key requirements will be enforceable against designated gatekeeper companies beginning in March 2024. The DMA has caused, and may in the future cause, us to incur significant compliance costs and make changes to our products or business practices. The requirements under the DMA will likely be subject to further interpretation and regulatory engagement. Pending or future proposals to modify competition laws in the United States and other jurisdictions could have similar effects. We are also subject to content-related legislation such as the Digital Services Act (DSA) in the European Union, which started to apply to our business as of August 2023, imposes certain restrictions and requirements for our products and services, and subjects us to increased compliance costs. The DSA also includes significant penalties for non-compliance. In addition, some countries, such as India and Turkey, are considering or have passed legislation implementing data protection requirements, new competition requirements, or requiring local storage and processing of data or similar requirements that could require substantial changes to our products, increase the cost and complexity of delivering our services, cause us to cease the offering of our products and services in certain countries, and/or result in fines or other penalties. New legislation or regulatory decisions that restrict our ability to collect and use information about minors may also result in limitations on our advertising services or our ability to offer products and services to minors in certain jurisdictions."}
-{"_id": "META20230049", "title": "META Table of Contents", "text": "We are, and expect to continue to be, the subject of investigations, inquiries, data requests, requests for information, actions, and audits by government authorities and regulators in the United States, Europe, and around the world, particularly in the areas of privacy, data use and data protection, including with respect to processing of sensitive data, data from third parties, data for advertising purposes, data security, minors, safety, law enforcement, consumer protection, civil rights, content moderation, use of our platform for illegal, illicit, or otherwise objectionable activity, competition, AI, and machine learning. We are also currently, and may in the future be, subject to regulatory orders or consent decrees, including the modified consent order we entered into with the U.S. Federal Trade Commission (FTC), which took effect in April 2020 and,"}
-{"_id": "META20230051", "title": "META Table of Contents", "text": "among other things, required us to significantly enhance our practices and processes for privacy compliance and oversight. The FTC also continues to monitor us and our compliance with the modified consent order and initiated an administrative proceeding against us, which we are challenging, that alleges deficient compliance and violations of the Children's Online Privacy Protection Act (COPPA), the COPPA Rule, and Section 5 of the Federal Trade Commission Act and seeks changes to our business. If we are unsuccessful in our challenge to the FTC's action and the agency imposes its proposed order in its current form, we would be subject to significant limitations, including on our ability to launch new and modified products or use data of users under 18 years old. Orders issued by, or inquiries or enforcement actions initiated by, government or regulatory authorities could cause us to incur substantial costs, expose us to civil and criminal liability (including liability for our personnel) or penalties (including substantial monetary remedies), interrupt or require us to change our business practices in a manner materially adverse to our business (including changes to our products or user data practices), result in negative publicity and reputational harm, divert resources and the time and attention of management from our business, or subject us to other structural or behavioral remedies that adversely affect our business."}
-{"_id": "META20230052", "title": "META Table of Contents", "text": "For additional information about government regulation applicable to our business, see Part I, Item 1A, \"Risk Factors\" in this Annual Report on Form 10-K."}
-{"_id": "META20230054", "title": "META Human Capital", "text": "At Meta, everything we do is about helping people feel connected and closer, and we are proud of our unique company culture."}
-{"_id": "META20230055", "title": "META Human Capital", "text": "We had a global workforce of 67,317 employees as of December 31, 2023, and we have offices in approximately 90 cities around the world. We are committed to fostering an enriching environment for our workforce and we are focused on supporting our people in doing the best work of their careers. We offer competitive compensation and a wide range of benefits, including many learning and development resources, and we work to build a diverse and inclusive workplace."}
-{"_id": "META20230056", "title": "META Human Capital", "text": "Beginning in November 2022, we took a number of steps to reduce our expense base. For example, our cost reduction efforts have included scaling back budgets, reducing company perks, shrinking our real estate footprint, and employee layoffs and restructurings. We make it a priority to treat outgoing employees with respect and provide a generous severance package. For U.S. employees, that includes severance of 16 weeks of base pay plus two additional weeks for every year of service, payment for all remaining paid time off, restricted stock unit vesting through their last day on payroll, health insurance, coverage of the cost of healthcare for employees and their families for six months, career services that included three months of career support with an external vendor and early access to unpublished job leads, immigration support that included dedicated immigration specialists to help guide employees based on their needs. We offer similar support for outgoing employees outside of the United States while taking into account local employment laws."}
-{"_id": "META20230058", "title": "META Employee Learning and Development", "text": "We value our investment in growing and keeping a highly skilled workforce. We aim to provide all of our employees with regular performance reviews twice a year as we believe it is an important part of how we support their growth and career development while also recognizing and rewarding their impact at Meta. We also offer career development opportunities and work experience programs that extend beyond the physical and virtual classroom. To do this, we utilize various learning modalities, such as live virtual and in-person learning experiences, on-demand e-learning, self-service resources, learning communities, and coaching engagements."}
-{"_id": "META20230061", "title": "META The Pulse of Our Workforce", "text": "Each year, we conduct company-wide employee surveys to help us understand how employees feel about working at Meta and what we can do to improve their experience. Our surveys help us measure company, manager, team, and personal experience over time. Further, our more frequent surveys, such as those that have been administered daily to an ongoing random sample of employees, allow us to measure real-time sentiment around emerging events and company changes. These surveys are designed to invite feedback and actionable suggestions, inform decisions, and drive change across the company. In 2024, we expect to update our listening strategy and product capabilities, based on feedback from key groups, to further improve actionability and impact."}
-{"_id": "META20230064", "title": "META Compensation, Benefits, Health, and Well-being", "text": "We offer competitive compensation to attract and retain the best people, and we help care for our people so they can focus on our mission. Our employees' total compensation package includes market-competitive salary, bonuses or sales incentives, and equity. We generally offer full-time employees equity at the time of hire and through annual equity grants because we want them to be owners of the company and committed to our long-term success. We have conducted pay equity analyses for many years, and continue to be committed to pay equity. For example, in July 2023, we announced that our analyses confirm that we continue to have pay equity across genders globally and by race in the United States for people in similar jobs, accounting for factors such as location, role, and level."}
-{"_id": "META20230065", "title": "META Compensation, Benefits, Health, and Well-being", "text": "Through Life@ Meta, our holistic approach to benefits, we continue to provide our employees and their dependents with resources to help them thrive. We offer a wide range of benefits across areas such as health, family, finance, community, and time away, including family building benefits, family care resources, retirement savings plans, access to legal services, Meta Resource Groups to build community at Meta, and health and well-being benefits."}
-{"_id": "META20230066", "title": "META Compensation, Benefits, Health, and Well-being", "text": "Our health and well-being programs are designed to give employees a choice of flexible benefits to help them reach their personal well-being goals. Our programs are tailored to help boost employee physical and mental health, create financial peace of mind, provide support for families, and help employees build a strong community. Programs are designed and funded to support needs like autism care, cancer care, transgender services, holistic well-being, including mental health programs and retirement savings, which represent a few of the ways we support our employees and their dependents."}
-{"_id": "META20230068", "title": "META Diverse and Inclusive Workplace", "text": "We work to build a diverse and inclusive workplace where we can leverage our collective cognitive diversity to build the best products and make the best decisions for the global community we serve."}
-{"_id": "META20230069", "title": "META Diverse and Inclusive Workplace", "text": "In our 2023 Responsible Business Practices Report, we published our global diversity and U.S. ethnic diversity workforce data. As of December 31, 2022, our global employee base was composed of 45.4% underrepresented people, with 47.9% underrepresented people in the U.S., and 43.1% of our leaders in the U.S. being people of color. As published in our 2023 Responsible Business Practices Report, people with disabilities now represent 7.2% of our U.S. workforce, and based on voluntary self-identification, veterans represented 2.3% and members of the LGBTQ+ community make up 9.8% of our U.S. workforce."}
-{"_id": "META20230070", "title": "META Diverse and Inclusive Workplace", "text": "We want our products to work for people around the world and we need to grow and keep the best talent in order to do that. We also remain committed to having a skilled, inclusive and diverse workforce because we believe cognitive diversity fuels innovation. To aid in this effort, we have taken steps to reduce bias from our hiring processes and performance management systems, as well as offering learning and development courses for our employees."}
-{"_id": "META20230072", "title": "META Corporate Information", "text": "We were incorporated in Delaware in July 2004. We completed our initial public offering in May 2012 and our Class A common stock is currently listed on the Nasdaq Global Select Market under the symbol \"META.\" Our principal executive offices are located at 1 Meta Way, Menlo Park, California 94025, and our telephone number is (650) 543-4800."}
-{"_id": "META20230073", "title": "META Corporate Information", "text": "Meta, the Meta logo, Meta Quest, Meta Horizon, Facebook, FB, Instagram, Oculus, WhatsApp, Reels, and our other registered or common law trademarks, service marks, or trade names appearing in this Annual Report on Form 10-K are the property of Meta Platforms, Inc. or its affiliates. Other trademarks, service marks, or trade names appearing in this Annual Report on Form 10\u2010K are the property of their respective owners."}
-{"_id": "META20230076", "title": "META Available Information", "text": "Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), are filed with the U.S. Securities and Exchange Commission (SEC). We are subject to the informational requirements of the Exchange Act and file or furnish reports, proxy statements, and other information with the SEC. Such reports and other information filed by us with the SEC are available free of charge on our website at investor.fb.com when such reports are"}
-{"_id": "META20230078", "title": "META Table of Contents", "text": "available on the SEC's website. We use our investor.fb.com and about.fb.com/news/ websites as well as Mark Zuckerberg's Facebook Page (www.facebook.com/zuck), Instagram account (www.instagram.com/zuck), and Threads profile (www.threads.net/zuck) as means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD."}
-{"_id": "META20230079", "title": "META Table of Contents", "text": "The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov."}
-{"_id": "META20230081", "title": "META Table of Contents", "text": "The contents of the websites referred to above are not incorporated into this filing. Further, our references to the URLs for these websites are intended to be inactive textual references only."}
-{"_id": "META20230084", "title": "META Factors", "text": "Certain factors may have a material adverse effect on our business, financial condition, and results of operations. You should consider carefully the risks and uncertainties described below, in addition to other information contained in this Annual Report on Form 10-K, including our consolidated financial statements and related notes. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks actually occurs, our business, financial condition, results of operations, and future prospects could be materially and adversely affected. In that event, the trading price of our Class A common stock could decline, and you could lose part or all of your investment."}
-{"_id": "META20230092", "title": "META Summary Risk Factors", "text": "Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows, and prospects. These risks are discussed more fully below and include, but are not limited to, risks related to: Risks Related to Our Product Offerings \u2022our ability to add and retain users and maintain levels of user engagement with our products; \u2022the loss of, or reduction in spending by, our marketers; \u2022reduced availability of data signals used by our ad targeting and measurement tools; \u2022ineffective operation with mobile operating systems or changes in our relationships with mobile operating system partners; \u2022failure of our new products, or changes to our existing products, to attract or retain users or generate revenue;"}
-{"_id": "META20230100", "title": "META Risks Related to Our Business Operations and Financial Results", "text": " \u2022our ability to compete effectively; \u2022fluctuations in our financial results; \u2022unfavorable media coverage and other risks affecting our ability to maintain and enhance our brands; \u2022our ability to build, maintain, and scale our technical infrastructure, and risks associated with disruptions in our service, catastrophic events, and crises; \u2022operating our business in multiple countries around the world; \u2022acquisitions and our ability to successfully integrate our acquisitions; \u2022litigation, including class action lawsuits;"}
-{"_id": "META20230104", "title": "META Risks Related to Government Regulation and Enforcement", "text": " \u2022government restrictions on access to Facebook or our other products, or other actions that impair our ability to sell advertising, in their countries; \u2022complex and evolving U.S. and foreign privacy, data use and data protection, content, competition, consumer protection, and other laws and regulations, including the General Data Protection Regulation (GDPR), Digital Markets Act (DMA), and Digital Services Act (DSA);"}
-{"_id": "META20230107", "title": "META Table of Contents", "text": " \u2022the impact of government investigations, enforcement actions, and settlements, including litigation and investigations by privacy, consumer protection, and competition authorities; \u2022our ability to comply with regulatory and legislative privacy requirements, including our consent order with the Federal Trade Commission (FTC);"}
-{"_id": "META20230110", "title": "META Risks Related to Data, Security, Platform Integrity, and Intellectual Property", "text": " \u2022the occurrence of security breaches, improper access to or disclosure of our data or user data, and other cyber incidents, as well as intentional misuse of our services and other undesirable activity on our platform; \u2022our ability to obtain, maintain, protect, and enforce our intellectual property rights; and"}
-{"_id": "META20230112", "title": "META Risks Related to Ownership of Our Class A Common Stock", "text": " \u2022limitations on the ability of holders of our Class A Common Stock to influence corporate matters due to the dual class structure of our common stock and the control of a majority of the voting power of our outstanding capital stock by our founder, Board Chair, and Chief Executive Officer (CEO)."}
-{"_id": "META20230114", "title": "META Risks Related to Our Product Offerings", "text": "If we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products, our revenue, financial results, and business may be significantly harmed."}
-{"_id": "META20230115", "title": "META Risks Related to Our Product Offerings", "text": "The size of our active user base and our users' level of engagement across our products are critical to our success. Our financial performance has been and will continue to be significantly determined by our success in adding, retaining, and engaging active users of our products that deliver ad impressions, particularly for Facebook and Instagram. We have experienced, and expect to continue to experience, fluctuations and declines in the size of our active user base in one or more markets from time to time, particularly in markets where we have achieved higher penetration rates. User growth and engagement are also impacted by a number of other factors, including competitive products and services, such as TikTok, that have reduced some users' engagement with our products and services, as well as global and regional business, macroeconomic, and geopolitical conditions. For example, the COVID-19 pandemic led to increases and decreases in the size and engagement of our active user base from period to period at different points during the pandemic. In addition, in connection with the war in Ukraine, access to Facebook and Instagram was restricted in Russia and these services were then prohibited by the Russian government, which contributed to slight decreases in the size of our active user base following the onset of the war. Any future declines in the size of our active user base may adversely impact our ability to deliver ad impressions and, in turn, our financial performance."}
-{"_id": "META20230121", "title": "META Risks Related to Our Product Offerings", "text": "If people do not perceive our products to be useful, reliable, and trustworthy, we may not be able to attract or retain users or otherwise maintain or increase the frequency and duration of their engagement. A number of other social networking companies that achieved early popularity have since seen their active user bases or levels of engagement decline, in some cases precipitously. There is no guarantee that we will not experience a similar erosion of our active user base or engagement levels. Our user engagement patterns have changed over time, and user engagement can be difficult to measure, particularly as we and our competitors introduce new and different products and services. Any number of factors can negatively affect user retention, growth, and engagement, including if: \u2022users increasingly engage with other competitive products or services; \u2022we fail to introduce new features, products, or services that users find engaging or if we introduce new products or services, or make changes to existing products and services, that are not favorably received; \u2022users feel that their experience is diminished as a result of the decisions we make with respect to the frequency, prominence, format, size, and quality of ads that we display; \u2022users have difficulty installing, updating, or otherwise accessing our products on mobile devices as a result of actions by us or third parties that we rely on to distribute our products and deliver our services;"}
-{"_id": "META20230138", "title": "META Table of Contents", "text": " \u2022user behavior on any of our products changes, including decreases in the quality and frequency of content shared on our products and services; \u2022we are unable to continue to develop products for mobile devices that users find engaging, that work with a variety of mobile operating systems and networks, and that achieve a high level of market acceptance; \u2022there are decreases in user sentiment due to questions about the quality or usefulness of our products or our user data practices, concerns about the nature of content made available on our products, or concerns related to privacy, safety, security, well-being, or other factors; \u2022we are unable to manage and prioritize information to ensure users are presented with content that is appropriate, interesting, useful, and relevant to them; \u2022we are unable to obtain or attract engaging third-party content; \u2022we are unable to successfully maintain or grow usage of and engagement with applications that integrate with our products; \u2022users adopt new technologies where our products may be displaced in favor of other products or services, or may not be featured or otherwise available; \u2022there are changes mandated by legislation, government and regulatory authorities, or litigation that adversely affect our products or users; \u2022we are unable to offer a number of our most significant products and services, including Facebook and Instagram, in Europe, or are otherwise limited in our business operations, as a result of European courts invalidating the EU-U.S. DPF or regulators, courts, or legislative bodies determining that the legal bases we rely upon to transfer user data from the European Union to the United States are invalid; \u2022there is decreased engagement with our products, or failure to accept our terms of service, as part of changes that we have implemented or may implement in the future, whether voluntarily, in connection with the GDPR, the European Union's ePrivacy Directive, the DMA, the DSA, U.S. state privacy and youth social media laws including the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), Arkansas Social Media Safety Act, Ohio Parental Notification Act, Utah Social Media Regulation Act, or other laws, regulations, or regulatory actions, or otherwise; \u2022technical or other problems prevent us from delivering our products in a rapid and reliable manner or otherwise affect the user experience, such as security breaches or failure to prevent or limit spam or otherwise objectionable content, or users feel their experience is diminished as a result of our efforts to protect the security and integrity of our platform; \u2022we adopt terms, policies, or procedures related to areas such as sharing, content, user data, or advertising, or we take, or fail to take, actions to enforce our policies, that are perceived negatively by our users or the general public, including as a result of decisions or recommendations from the independent Oversight Board regarding content on our platform; \u2022we elect to focus our product decisions on longer-term initiatives that do not prioritize near-term user growth and engagement (for example, we have announced plans to focus product decisions on optimizing the young adult experience in the long term); \u2022we make changes in our user account login or registration processes or changes in how we promote different products and services across our family of products; \u2022initiatives designed to attract and retain users and engagement, including the use of evolving technologies such as generative artificial intelligence, are unsuccessful or discontinued, whether as a result of actions by us, our competitors, or other third parties, or otherwise;"}
-{"_id": "META20230144", "title": "META Table of Contents", "text": " \u2022third-party initiatives that may enable greater use of our products, including low-cost or discounted data plans, are scaled back or discontinued, or the pricing of data plans otherwise increases; \u2022there is decreased engagement with our products as a result of taxes imposed on the use of social media or other mobile applications in certain countries, internet shutdowns, or other actions by governments that affect the accessibility of our products in their countries (for example, beginning in the first quarter of 2022, our user growth and engagement were adversely affected by the war in Ukraine and service restrictions imposed by the Russian government); \u2022we fail to provide adequate customer service to users, marketers, developers, or other partners; \u2022we, developers whose products are integrated with our products, or other partners and companies in our industry are the subject of adverse media reports or other negative publicity, including as a result of our or their user data practices; or \u2022our current or future products, such as our development tools and application programming interfaces that enable developers to build, grow, and monetize applications, reduce user activity on our products by making it easier for our users to interact and share on third-party applications."}
-{"_id": "META20230145", "title": "META Table of Contents", "text": "From time to time, certain of these factors have negatively affected user retention, growth, and engagement to varying degrees. If we are unable to maintain or increase our user base and user engagement, particularly for our significant revenue-generating products like Facebook and Instagram, our revenue and financial results may be adversely affected. Any significant decrease in user retention, growth, or engagement could render our products less attractive to users, marketers, and developers, which is likely to have a material and adverse impact on our ability to deliver ad impressions and, accordingly, our revenue, business, financial condition, and results of operations. As the size of our active user base fluctuates in one or more markets from time to time, we will become increasingly dependent on our ability to maintain or increase levels of user engagement and monetization in order to grow revenue."}
-{"_id": "META20230146", "title": "META Table of Contents", "text": "We generate substantially all of our revenue from advertising. The loss of marketers, or reduction in spending by marketers, could seriously harm our business."}
-{"_id": "META20230147", "title": "META Table of Contents", "text": "Substantially all of our revenue is currently generated from marketers advertising on Facebook and Instagram. As is common in the industry, our marketers do not have long-term advertising commitments with us. Many of our marketers spend only a relatively small portion of their overall advertising budget with us. Marketers will not continue to do business with us, or they will reduce the budgets they are willing to commit to us, if we do not deliver ads in an effective manner, if they do not believe that their investment in advertising with us will generate a competitive return relative to other alternatives, or if they are not satisfied for any other reason. We have implemented, and we will continue to implement, changes to our user data practices. Some of these changes reduce our ability to effectively target ads, which has to some extent adversely affected, and will continue to adversely affect, our advertising business. If we are unable to provide marketers with a suitable return on investment, the demand for our ads may not increase, or may decline, in which case our revenue and financial results may be harmed."}
-{"_id": "META20230155", "title": "META Table of Contents", "text": "Our advertising revenue can also be adversely affected by a number of other factors, including: \u2022decreases in user engagement, including time spent on our products; \u2022our inability to continue to increase user access to and engagement with our products; \u2022product changes or inventory management decisions we may make that change the size, format, frequency, or relative prominence of ads displayed on our products or of other unpaid content shared by marketers on our products; \u2022our inability to maintain or increase marketer demand, the pricing of our ads, or both; \u2022our inability to maintain or increase the quantity or quality of ads shown to users; \u2022changes to the content or application of third-party policies that limit our ability to deliver, target, or measure the"}
-{"_id": "META20230173", "title": "META Table of Contents", "text": "effectiveness of advertising, including changes by mobile operating system and browser providers such as Apple and Google; \u2022adverse litigation, government actions, or legislative, regulatory, or other legal developments relating to advertising, including developments that may impact our ability to deliver, target, or measure the effectiveness of advertising; \u2022user behavior or product changes that may reduce traffic to features or products that we monetize at a higher rate, such as our feed and Stories products, including as a result of increased usage of our Reels or other video or messaging products; \u2022reductions of advertising by marketers due to our efforts to implement or enforce advertising policies that protect the security and integrity of our platform; \u2022the availability, accuracy, utility, and security of analytics and measurement solutions offered by us or third parties that demonstrate the value of our ads to marketers, or our ability to further improve such tools; \u2022loss of advertising market share to our competitors, including if prices to purchase our ads increase or if competitors offer lower priced, more integrated, or otherwise more effective products; \u2022limitations on our ability to offer a number of our most significant products and services, including Facebook and Instagram, in Europe as a result of European courts invalidating the EU-U.S. DPF or regulators, courts, or legislative bodies determining that the legal bases we rely upon to transfer user data from the European Union to the United States are invalid; \u2022limitations on our ability to deliver ads to users under the age of 18 and, in some cases, to continue to offer certain products or services to certain cohorts of users, whether voluntarily, as a result of new laws and regulations in the United States and other jurisdictions, or otherwise; \u2022changes in our marketing and sales or other operations that we are required to or elect to make as a result of risks related to complying with laws or regulatory requirements or other government actions; \u2022decisions by marketers to reduce their advertising as a result of announcements by us or adverse media reports or other negative publicity involving us, our user data practices, our advertising metrics or tools, content on our products, our interpretation, implementation, or enforcement of policies relating to content on our products (including as a result of decisions or recommendations from the independent Oversight Board), developers with applications that are integrated with our products, or other companies in our industry; \u2022reductions of advertising by marketers due to illegal, illicit, or otherwise objectionable content made available on our products by third parties, questions about our user data practices or the security of our platform, concerns about brand safety or potential legal liability, or uncertainty regarding their own legal and compliance obligations; \u2022the effectiveness of our ad targeting or degree to which users consent to or opt out of the use of data for ads, including as a result of product changes and controls that we have implemented or may implement in the future in connection with the GDPR, ePrivacy Directive, CCPA, as amended by the CPRA, DMA, other laws, regulations, regulatory actions, or litigation, or otherwise, that impact our ability to use data for advertising purposes (for example, in November 2023, in response to regulatory developments in Europe, we began offering our users a \"subscription for no ads\" alternative in the EU, EEA, and Switzerland); \u2022the degree to which users cease or reduce the number of times they engage with our ads; \u2022changes in the way advertising on mobile devices or on personal computers is measured or priced; \u2022the success of technologies designed to block the display of ads or ad measurement tools; \u2022changes in the composition of our marketer base or our inability to maintain or grow our marketer base; and"}
-{"_id": "META20230175", "title": "META Table of Contents", "text": " \u2022the impact of macroeconomic and geopolitical conditions, whether in the advertising industry in general, or among specific types of marketers or within particular geographies, which in turn can have broader effects in other regions (for example, the war in Ukraine and service restrictions imposed by the Russian government have adversely affected our advertising business in Europe and other regions, and advertiser spending also can be subject to adverse effects from the Israel-Hamas war)."}
-{"_id": "META20230176", "title": "META Table of Contents", "text": "From time to time, certain of these factors have adversely affected our advertising revenue to varying degrees. The occurrence of any of these or other factors in the future could result in a reduction in demand for our ads, which may reduce the prices we receive for our ads, or cause marketers to stop advertising with us altogether, either of which would negatively affect our revenue and financial results."}
-{"_id": "META20230177", "title": "META Table of Contents", "text": "Our ad targeting and measurement tools incorporate data signals from user activity on websites and services that we do not control, as well as signals generated within our products, and changes to the regulatory environment, third-party mobile operating systems and browsers, and our own products have impacted, and we expect will continue to impact, the availability of such signals, which will adversely affect our advertising revenue."}
-{"_id": "META20230178", "title": "META Table of Contents", "text": "Our ad targeting and measurement tools rely on data signals from user activity on websites and services that we do not control, as well as signals generated within our products, in order to deliver relevant and effective ads to our users, and any changes in our ability to use such signals will adversely affect our business. For example, legislative and regulatory developments, such as the GDPR, ePrivacy Directive, and CCPA, as amended by the CPRA, have impacted, and we expect will continue to impact, our ability to use such signals in our ad products. In particular, we have seen increases in the number of users opting to control certain types of ad targeting in Europe following product changes implemented in connection with our GDPR and ePrivacy Directive compliance, and we have introduced product changes that limit data signal use for certain users in California following adoption of the CCPA. Judicial and regulatory guidance, decisions, or enforcement actions, or new legislation in these or other jurisdictions, such as the DMA, may require us to make additional changes to our products in the future that further reduce our ability to use these signals, which has occurred in the past. For example, in response to regulatory developments in Europe, we announced plans to change the legal basis for behavioral advertising on Facebook and Instagram in the European Union, European Economic Area, and Switzerland from \"legitimate interests\" to \"consent,\" and in November 2023 we began offering users in the region a \"subscription for no ads\" alternative. We are continuing to engage with regulators on our new consent model, including regarding compliance with requirements under the GDPR, DMA, and EU consumer laws."}
-{"_id": "META20230179", "title": "META Table of Contents", "text": "In addition, mobile operating system and browser providers, such as Apple and Google, have implemented product changes and/or announced future plans to limit the ability of websites and application developers to collect and use these signals to target and measure advertising. For example, in 2021, Apple made certain changes to its products and data use policies in connection with changes to its iOS operating system that reduce our and other iOS developers' ability to target and measure advertising, which has negatively impacted, and we expect will continue to negatively impact, the size of the budgets marketers are willing to commit to us and other advertising platforms. In addition, we have implemented, and may continue to implement, product changes that give users the ability to limit our use of such data signals to improve ads and other experiences on our products and services, including changes implemented in connection with the GDPR, ePrivacy Directive, DMA, and other regulatory frameworks."}
-{"_id": "META20230181", "title": "META Table of Contents", "text": "These developments have limited our ability to target and measure the effectiveness of ads on our platform and negatively impacted our advertising revenue. For example, our advertising revenue has been negatively impacted by marketer reaction to targeting and measurement challenges associated with iOS changes beginning in 2021. If we are unable to mitigate these developments as they take further effect in the future, our targeting and measurement capabilities will be materially and adversely affected, which would in turn significantly impact our advertising revenue."}
-{"_id": "META20230183", "title": "META Table of Contents", "text": "Our user growth, engagement, and monetization on mobile devices depend upon effective operation with mobile operating systems, networks, technologies, products, and standards that we do not control."}
-{"_id": "META20230184", "title": "META Table of Contents", "text": "The substantial majority of our revenue is generated from advertising on mobile devices. There is no guarantee that popular mobile devices will continue to feature our products, or that mobile device users will continue to use our products rather than competing products. We are dependent on the interoperability of our products with popular mobile operating systems, networks, technologies, products, and standards that we do not control, such as the Android and iOS operating systems and mobile browsers. Changes, bugs, or technical issues in such systems, or changes in our relationships with mobile operating system partners, handset manufacturers, browser developers, or mobile carriers, or in the content or application of their terms of service or policies (which they have made in the past and continue to seek to implement) that degrade our products' functionality, reduce or eliminate our ability to update or distribute our products, give preferential treatment to competitive products, limit our ability to deliver, target, or measure the effectiveness of ads, or charge fees related to the distribution of our products or our delivery of ads have adversely affected, and could in the future adversely affect, the usage of our products and monetization on mobile devices. For example, Apple previously released an update to its Safari browser that limits the use of third-party cookies, which reduces our ability to provide the most relevant ads to our users and impacts monetization, and also released changes to iOS that limit our ability to target and measure ads effectively, while expanding their own advertising business. In addition, in January 2024, Google began the process of phasing out third-party cookies in its Chrome browser. We expect that any similar changes to Apple's, Google's, or other browser or mobile platforms will further limit our ability to target and measure the effectiveness of ads and impact monetization. Additionally, in order to deliver high quality mobile products, it is important that our products work well with a range of mobile technologies, products, systems, networks, and standards that we do not control, and that we have good relationships with handset manufacturers, mobile carriers, and browser developers. We may not be successful in maintaining or developing relationships with key participants in the mobile ecosystem or in developing products that operate effectively with these technologies, products, systems, networks, or standards. In the event that it is more difficult for our users to access and use our products on their mobile devices, or if our users choose not to access or use our products on their mobile devices or use mobile products that do not offer access to our products, our user growth and user engagement could be harmed. From time to time, we may also take actions regarding the distribution of our products or the operation of our business based on what we believe to be in our long-term best interests. Such actions may adversely affect our users and our relationships with the operators of mobile operating systems, handset manufacturers, mobile carriers, browser developers, other business partners, or advertisers, and there is no assurance that these actions will result in the anticipated long-term benefits. In the event that our users are adversely affected by these actions or if our relationships with such third parties deteriorate, our user growth, engagement, and monetization could be adversely affected and our business could be harmed. We have experienced challenges in operating with mobile operating systems, networks, technologies, products, and standards that we do not control, and any such occurrences in the future may negatively impact our user growth, engagement, and monetization on mobile devices, which may in turn materially and adversely affect our business and financial results."}
-{"_id": "META20230185", "title": "META Table of Contents", "text": "Our new products and changes to existing products could fail to attract or retain users or generate revenue and profits, or otherwise adversely affect our business."}
-{"_id": "META20230186", "title": "META Table of Contents", "text": "Our ability to retain, increase, and engage our user base and to increase our revenue depends heavily on our ability to continue to evolve our existing products and to create successful new products, both independently and in conjunction with developers or other third parties. We may introduce significant changes to our existing products or acquire or introduce new and unproven products, including using technologies with which we have little or no prior development or operating experience. For example, we have relatively limited experience with consumer hardware products and virtual and augmented reality technology, which may adversely affect our ability to successfully develop and market these evolving products and technologies. We are also making significant investments in artificial intelligence (AI) initiatives across our business. For example, we recently launched new AI features on our products, including conversational AIs, stickers, and editing tools. We continue to incur substantial costs, and we may not be successful in generating profits, in connection with these efforts."}
-{"_id": "META20230188", "title": "META Table of Contents", "text": "In addition, we have invested, and expect to continue to invest, significant resources in growing our messaging products to support increasing usage of such products. We have historically monetized messaging in only a limited fashion, and we may not be successful in our efforts to generate meaningful revenue or profits from messaging over the long term. We also recently commenced implementation of end-to-end encryption across our messaging services on Facebook and Instagram, which has been subject to governmental and regulatory scrutiny in multiple jurisdictions."}
-{"_id": "META20230190", "title": "META Table of Contents", "text": "If our new products or changes to existing products fail to engage users, marketers, or developers, or if our business plans are unsuccessful, we may fail to attract or retain users or to generate sufficient revenue, operating margin, or other value to justify our investments, and our business may be adversely affected."}
-{"_id": "META20230191", "title": "META Table of Contents", "text": "We may not be successful in our artificial intelligence initiatives, which could adversely affect our business, reputation, or financial results."}
-{"_id": "META20230192", "title": "META Table of Contents", "text": "We are making significant investments in AI initiatives, including generative AI, to, among other things, recommend relevant content across our products, enhance our advertising tools, develop new products, and develop new features for existing products. In particular, we expect our AI initiatives will require increased investment in infrastructure and headcount."}
-{"_id": "META20230193", "title": "META Table of Contents", "text": "There are significant risks involved in developing and deploying AI and there can be no assurance that the usage of AI will enhance our products or services or be beneficial to our business, including our efficiency or profitability. For example, our AI-related efforts, particularly those related to generative AI, subject us to risks related to harmful or illegal content, accuracy, misinformation (including related to elections), bias, discrimination, toxicity, intellectual property infringement or misappropriation, defamation, data privacy, cybersecurity, and sanctions and export controls, among others. It is also uncertain how various laws related to online services, intermediary liability, and other issues will apply to content generated by AI. In addition, we are subject to the risks of new or enhanced governmental or regulatory scrutiny, litigation, or other legal liability, ethical concerns, negative consumer perceptions as to automation and AI, activities that threaten people's safety or well-being on- or offline, or other complications that could adversely affect our business, reputation, or financial results."}
-{"_id": "META20230194", "title": "META Table of Contents", "text": "As a result of the complexity and rapid development of AI, it is also the subject of evolving review by various governmental and regulatory agencies in jurisdictions around the world, which are applying, or are considering applying, platform moderation, intellectual property, cybersecurity, and data protection laws to AI and/or are considering general legal frameworks on AI. We may not always be able to anticipate how courts and regulators will apply existing laws to AI, predict how new legal frameworks will develop to address AI, or otherwise respond to these frameworks as they are still rapidly evolving. We may also have to expend resources to adjust our offerings in certain jurisdictions if the legal frameworks on AI are not consistent across jurisdictions."}
-{"_id": "META20230195", "title": "META Table of Contents", "text": "Further, we face significant competition from other companies that are developing their own AI features and technologies. Other companies may develop AI features and technologies that are similar or superior to our technologies or are more cost-effective to develop and deploy. Given the long history of development in the AI sector, other parties may have (or in the future may obtain) patents or other proprietary rights that would prevent, limit, or interfere with our ability to make, use, or sell our own AI features. Further, our ability to continue to develop and effectively deploy AI technologies is dependent on access to specific third-party equipment and other physical infrastructure, such as processing hardware and network capacity, as to which we cannot control the availability or pricing, especially in a highly competitive environment."}
-{"_id": "META20230196", "title": "META Table of Contents", "text": "We are also developing AI technology that we make available via open source, commercial, and non-commercial license agreements to third-parties that can use this technology for use in their own products and services. We may not have insight into, or control over, the practices of third parties who may utilize such AI technologies. As such, we cannot guarantee that third parties will not use such AI technologies for improper purposes, including through the dissemination of illegal, inaccurate, defamatory or harmful content, intellectual property infringement or misappropriation, furthering bias or discrimination, cybersecurity attacks, data privacy violations, other activities that threaten people's safety or well-being on- or offline, or to develop competing technologies. While we may mitigate certain risks associated with the improper use of our AI models through both technical measures and the inclusion of contractual restrictions on third-party use in any agreement between us and any third party, we cannot guarantee that such measures will be effective. Such improper use by any third party could adversely affect our business, reputation, or financial results or subject us to legal liability."}
-{"_id": "META20230198", "title": "META Table of Contents", "text": "It is not possible to predict all of the risks related to the use of AI and changes in laws, rules, directives, and regulations governing the use of AI may adversely affect our ability to develop and use AI or subject us to legal liability."}
-{"_id": "META20230200", "title": "META Table of Contents", "text": "We make product and investment decisions that may not prioritize short-term financial results and may not produce the long-term benefits that we expect."}
-{"_id": "META20230201", "title": "META Table of Contents", "text": "We frequently make product and investment decisions that may not prioritize short-term financial results if we believe that the decisions are consistent with our mission and benefit the aggregate user experience and will thereby improve our financial performance over the long term. For example, we have implemented, and we will continue to implement, changes to our user data practices. Some of these changes reduce our ability to effectively target ads, which has to some extent adversely affected, and will continue to adversely affect, our advertising business. For example, our Off-Facebook Activity tool enables users to place limits on our storage and use of information about their interactions with advertisers' apps and websites, which reduces our ability to deliver the most relevant and effective ads to our users. Similarly, from time to time we update our feed display and ranking algorithms or other product features to improve the user experience, and these changes have had, and may in the future have, the effect of reducing time spent and some measures of user engagement with our products, which could adversely affect our financial results. From time to time, we also change the size, frequency, or relative prominence of ads as part of our product and monetization strategies. In addition, we have made, and we expect to continue to make, other changes to our products which may adversely affect the distribution of content of publishers, marketers, and developers, and could reduce their incentive to invest in their efforts on our products. We also may introduce new features or other changes to existing products, or introduce new stand-alone products, that attract users away from properties, formats, or use cases where we have more proven means of monetization, such as our feed products. In addition, as we focus on growing users and engagement across our family of products, from time to time these efforts have reduced, and may in the future reduce, engagement with one or more products and services in favor of other products or services that we monetize less successfully or that are not growing as quickly. For example, we plan to continue to promote Reels, which we expect will continue to monetize at a lower rate than our feed and Stories products for the foreseeable future. These decisions may adversely affect our business and results of operations and may not produce the long-term benefits that we expect."}
-{"_id": "META20230202", "title": "META Table of Contents", "text": "We may not be successful in our metaverse strategy and investments, which could adversely affect our business, reputation, or financial results."}
-{"_id": "META20230203", "title": "META Table of Contents", "text": "We believe the metaverse, an embodied internet where people have immersive experiences beyond two-dimensional screens, is the next evolution in social technology. In 2021, we announced a shift in our business and product strategy to focus on helping to bring the metaverse to life. We expect this will be a complex, evolving, and long-term initiative that will involve the development of new and emerging technologies, continued investment in infrastructure as well as privacy, safety, and security efforts, and collaboration with other companies, developers, partners, and other participants. However, the metaverse may not develop in accordance with our expectations, and market acceptance of features, products, or services we build for the metaverse is uncertain. We regularly evaluate our product roadmaps and make significant changes as our understanding of the technological challenges and market landscape and our product ideas and designs evolve. In addition, we have relatively limited experience with consumer hardware products and virtual and augmented reality technology, which may enable other companies to compete more effectively than us. We may be unsuccessful in our research and product development efforts, including if we are unable to develop relationships with key participants in the metaverse or develop products that operate effectively with metaverse technologies, products, systems, networks, or standards. Our metaverse efforts may also divert resources and management attention from other areas of our business. We expect to continue to make significant investments in virtual and augmented reality and other technologies to support these efforts, and our ability to support these efforts is dependent on generating sufficient profits from other areas of our business. In addition, as our metaverse efforts evolve, we may be subject to a variety of existing or new laws and regulations in the United States and international jurisdictions, including in the areas of privacy, safety, competition, content regulation, consumer protection, and e-commerce, which may delay or impede the development of our products and services, increase our operating costs, require significant management time and attention, or otherwise harm our business. As a result of these or other factors, our metaverse strategy and investments may not be successful in the foreseeable future, or at all, which could adversely affect our business, reputation, or financial results."}
-{"_id": "META20230204", "title": "META Table of Contents", "text": "If we are not able to maintain and enhance our brands, our ability to maintain or expand our base of users, marketers, and developers may be impaired, and our business and financial results may be harmed."}
-{"_id": "META20230206", "title": "META Table of Contents", "text": "We believe that our brands have significantly contributed to the success of our business. We also believe that maintaining and enhancing our brands is critical to maintaining and expanding our base of users, marketers, and developers. Many of our new users are referred by existing users. Maintaining and enhancing our brands will depend largely on our ability to continue to provide useful, reliable, trustworthy, and innovative products, which we may not do successfully. We may introduce new products, terms of service, or policies that users do not like, which may negatively affect our brands."}
-{"_id": "META20230208", "title": "META Table of Contents", "text": "Additionally, the actions of our developers or advertisers may affect our brands if users do not have a positive experience using third-party applications integrated with our products or interacting with parties that advertise through our products. We will also continue to experience media, legislative, or regulatory scrutiny of our actions or decisions regarding user privacy, data use, encryption, content, product design, algorithms, advertising, competition, generative AI, younger users, and other issues, including actions or decisions in connection with elections or geopolitical events, which has adversely affected, and may in the future adversely affect, our reputation and brands. For example, beginning in September 2021, we became the subject of media, legislative, and regulatory scrutiny as a result of a former employee's allegations and release of internal company documents relating to, among other things, our algorithms, advertising and user metrics, and content enforcement practices, as well as misinformation and other undesirable activity on our platform, and user well-being. In addition, in March 2018, we announced developments regarding the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies. We also may fail to respond expeditiously or appropriately to the sharing of content on our services, or to practices by advertisers or developers, that are illegal, illicit, or in violation of our policies, or fail to otherwise enforce our policies, address objectionable content or practices on our services, or address other user concerns, which has occurred in the past and which could erode confidence in our brands."}
-{"_id": "META20230209", "title": "META Table of Contents", "text": "Our brands may also be negatively affected by the actions of users that are deemed to be hostile or inappropriate to other users, by the actions of users acting under false or inauthentic identities, by the use of our products or services to disseminate information that is deemed to be misleading (or intended to manipulate opinions), by perceived or actual efforts by governments to obtain access to user information for security-related purposes or to censor certain content on our platform, by the use of our products or services for illicit or objectionable ends, including, for example, any such actions around geopolitical events or elections in the United States and around the world, by decisions or recommendations regarding content on our platform from the independent Oversight Board, by research or media reports concerning the perceived or actual impacts of our products or services on user well-being, by our decisions regarding whether to remove content or suspend participation on our platform by persons who violate our community standards or terms of service, or by any negative sentiment associated with our management."}
-{"_id": "META20230210", "title": "META Table of Contents", "text": "Maintaining and enhancing our brands will require us to make substantial investments and these investments may not be successful. Certain of our actions, such as the foregoing matter regarding developer misuse of data and concerns around our handling of political speech and advertising, hate speech, and other content, as well as user well-being issues, have eroded confidence in our brands and may continue to do so in the future. If we fail to successfully promote and maintain our brands or if we incur excessive expenses in this effort, our business and financial results may be adversely affected."}
-{"_id": "META20230211", "title": "META Table of Contents", "text": "We may not be able to continue to successfully maintain or grow usage of and engagement with applications that integrate with our products."}
-{"_id": "META20230213", "title": "META Table of Contents", "text": "We have made and are continuing to make investments to enable developers to build, grow, and monetize applications that integrate with our products. Such existing and prospective developers may not be successful in building, growing, or monetizing applications that create and maintain user engagement. Additionally, developers may choose to build on other platforms, including platforms controlled by third parties, rather than building products that integrate with our products. We are continuously seeking to balance the distribution objectives of our developers with our desire to provide an optimal user experience, and we may not be successful in achieving a balance that continues to attract and retain such developers. For example, from time to time, we have taken actions to reduce the volume of communications from these developers to users on our products with the objective of enhancing the user experience, and such actions have reduced distribution from, user engagement with, and our monetization opportunities from, applications integrated with our products. In addition, as part of our efforts related to privacy, safety, and security, we conduct investigations and audits of platform applications from time to time, and we also have announced several product changes that restrict developer access to certain user data. In some instances, these actions, as well as other actions to enforce our policies applicable to developers, have adversely affected, or will adversely affect, our relationships with developers. If we are not successful in our efforts to maintain or grow the number of developers that choose to build products that integrate with our products or if we are unable to continue to build and maintain good relations with such developers, our user growth and user engagement and our financial results may be adversely affected."}
-{"_id": "META20230216", "title": "META Risks Related to Our Business Operations and Financial Results", "text": "Our business is highly competitive. Competition presents an ongoing threat to the success of our business."}
-{"_id": "META20230217", "title": "META Risks Related to Our Business Operations and Financial Results", "text": "We compete with companies providing connection, sharing, discovery, and communication products and services to users online, as well as companies that sell advertising to businesses looking to reach consumers and/or develop tools and systems for managing and optimizing advertising campaigns. We face significant competition in every aspect of our business, including, but not limited to, companies that facilitate the ability of users to create, share, communicate, and discover content and information online or enable marketers to reach their existing or prospective audiences. We compete to attract, engage, and retain people who use our products, to attract and retain businesses that use our free or paid business and advertising services, and to attract and retain developers who build compelling applications that integrate with our products. We also compete with companies that develop and deliver consumer hardware and virtual and augmented reality products and services. We also expect to face additional competition as we introduce or acquire new products, as our existing products evolve, or as other companies introduce new products and services, including as part of efforts to develop the metaverse or innovate through the development and application of new technologies such as AI."}
-{"_id": "META20230218", "title": "META Risks Related to Our Business Operations and Financial Results", "text": "Some of our current and potential competitors may have greater resources, experience, or stronger competitive positions in certain product segments, geographic regions, or user demographics than we do. For example, some of our competitors may be domiciled in different countries and subject to political, legal, and regulatory regimes that enable them to compete more effectively than us. These factors may allow our competitors to respond more effectively than us to new or emerging technologies and changes in market conditions. We believe that some users, particularly younger users, are aware of and actively engaging with other products and services similar to, or as a substitute for, our products and services, and we believe that some users have reduced their use of and engagement with our products and services in favor of these other products and services. In addition, from time to time we make updates to our products and services to improve the user experience (including to help provide users with safe, positive, age-appropriate experiences), and these changes have had, and may in the future have, the effect of reducing time spent and some measures of user engagement with our products and services. In the event that users increasingly engage with other products and services, we may experience a decline in use and engagement in key user demographics or more broadly, in which case our business would likely be harmed."}
-{"_id": "META20230219", "title": "META Risks Related to Our Business Operations and Financial Results", "text": "Our competitors may develop products, features, or services that are similar to ours or that achieve greater acceptance, may undertake more far-reaching and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies. Some competitors may gain a competitive advantage against us in areas where we operate, including: by making acquisitions; by limiting our ability to deliver, target, or measure the effectiveness of ads; by imposing fees or other charges related to our applications or our delivery of ads; by making access to our products more difficult or impossible; by making it more difficult to communicate with our users; or by integrating competing platforms, applications, or features into products they control such as mobile device operating systems, search engines, browsers, or e-commerce platforms. For example, each of Apple and Google have integrated competitive products with iOS and Android, respectively. In addition, Apple has released changes to iOS that limit our ability, and the ability of others in the digital advertising industry, to target and measure ads effectively. As a result, our competitors may, and in some cases will, acquire and engage users or generate advertising or other revenue at the expense of our own efforts, which would negatively affect our business and financial results. In addition, from time to time, we may take actions in response to competitive threats, but we cannot assure you that these actions will be successful or that they will not negatively affect our business and financial results."}
-{"_id": "META20230226", "title": "META Risks Related to Our Business Operations and Financial Results", "text": "We believe that our ability to compete effectively depends upon many factors both within and beyond our control, including: \u2022the popularity, usefulness, ease of use, performance, and reliability of our products compared to our competitors' products; \u2022the size and composition of our user base; \u2022the engagement of users with our products and competing products; \u2022our ability to attract and retain businesses who use our free or paid business and advertising services; \u2022the timing and market acceptance of products, including developments and enhancements to our or our competitors' products;"}
-{"_id": "META20230240", "title": "META Table of Contents", "text": " \u2022our safety and security efforts and our ability to protect user data and to provide users with control over their data; \u2022our ability to distribute our products to new and existing users; \u2022our ability to monetize our products; \u2022the frequency, size, format, quality, and relative prominence of the ads displayed by us or our competitors; \u2022customer service and support efforts; \u2022marketing and selling efforts, including our ability to measure the effectiveness of our ads and to provide marketers with a compelling return on their investments; \u2022our ability to establish and maintain developers' interest in building applications that integrate with our products; \u2022our ability to establish and maintain publisher interest in integrating their content with our products; \u2022changes mandated by legislation, regulatory authorities, or litigation, some of which may have a disproportionate effect on us; \u2022acquisitions or consolidation within our industry, which may result in more formidable competitors; \u2022our ability to attract, retain, and motivate talented employees, particularly software engineers, designers, and product managers; \u2022our ability to cost-effectively manage our operations; and \u2022our reputation and brand strength relative to those of our competitors."}
-{"_id": "META20230241", "title": "META Table of Contents", "text": "If we are not able to compete effectively, our user base, level of user engagement, and ability to deliver ad impressions may decrease, we may become less attractive to developers and marketers, and our revenue and results of operations may be materially and adversely affected."}
-{"_id": "META20230242", "title": "META Table of Contents", "text": "Our financial results will fluctuate from quarter to quarter and are difficult to predict."}
-{"_id": "META20230250", "title": "META Table of Contents", "text": "Our quarterly financial results have fluctuated in the past and will fluctuate in the future. Additionally, we have a limited operating history with the current scale of our business, which makes it difficult to forecast our future results. As a result, you should not rely upon our past quarterly financial results as indicators of future performance. You should take into account the risks and uncertainties frequently encountered by companies in rapidly evolving markets. Our financial results in any given quarter can be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including: \u2022our ability to maintain and grow our user base and user engagement, particularly for our products that deliver ad impressions; \u2022our ability to attract and retain marketers in a particular period; \u2022our ability to recognize revenue or collect payments from marketers or advertising agencies or resellers in a particular period; \u2022fluctuations in spending by our marketers due to seasonality, such as historically strong spending in the fourth quarter of each year, episodic regional or global events, or other factors; \u2022the frequency, prominence, size, format, and quality of ads shown to users; \u2022the success of technologies designed to block the display of ads;"}
-{"_id": "META20230274", "title": "META Table of Contents", "text": " \u2022changes to the content or application of third-party policies that limit our ability to deliver, target, or measure the effectiveness of advertising, including changes by mobile operating system and browser providers such as Apple and Google; \u2022the pricing of our ads and other products; \u2022the diversification and growth of revenue sources beyond advertising on Facebook and Instagram; \u2022our ability to generate revenue from Payments, or the sale of our consumer hardware products or other products we may introduce in the future; \u2022changes to existing products or services or the development and introduction of new products or services by us or our competitors; \u2022user behavior or product changes that may reduce traffic to features or products that we successfully monetize; \u2022increases in marketing, sales, and other operating expenses that we will incur to grow and expand our business and to remain competitive, including costs related to our data centers and technical infrastructure; \u2022costs related to our privacy, safety, security, and content review efforts, including as a result of implementing changes to our practices, whether voluntarily, in connection with laws, regulations, regulatory actions, or decisions or recommendations from the independent Oversight Board, or otherwise; \u2022costs and expenses related to the development, manufacturing, and delivery of our consumer hardware products; \u2022our ability to maintain gross margins and operating margins; \u2022costs related to acquisitions, including costs associated with amortization and additional investments to develop the acquired technologies; \u2022charges associated with impairment or abandonment of any assets on our balance sheet, including as a result of changes to our real property lease arrangements and data center assets; \u2022our ability to obtain equipment, components, and labor for our data centers and other technical infrastructure in a timely and cost-effective manner; \u2022system failures or outages or government blocking that prevent us from serving ads for any period of time; \u2022breaches of security or privacy, and the costs associated with any such breaches and remediation; \u2022changes in the manner in which we distribute our products or inaccessibility of our products due to third-party actions; \u2022fees paid to third parties for content or the distribution of our products; \u2022refunds or other concessions provided to advertisers; \u2022share-based compensation expense, including acquisition-related expense; \u2022adverse litigation judgments, settlements, or other litigation-related costs; \u2022changes in the legislative or regulatory environment, including with respect to privacy, data protection, antitrust, content, or AI, or actions by governments or regulators, including fines, orders, or consent decrees; \u2022the overall tax rate for our business, which is affected by the mix of income we earn in the U.S. and in jurisdictions with different tax rates, the effects of share-based compensation, the effects of integrating intellectual property from"}
-{"_id": "META20230284", "title": "META Table of Contents", "text": "acquisitions, the effects of changes in our business or structure, and the effects of discrete items such as legal and tax settlements and tax elections; \u2022the impact of changes in tax laws or judicial or regulatory interpretations of tax laws, which are recorded in the period such laws are enacted or interpretations are issued, and may significantly affect the effective tax rate of that period; \u2022tax obligations that may arise from resolutions of tax examinations, including the examination we are currently under by the Internal Revenue Service (IRS), that materially differ from the amounts we have anticipated; \u2022fluctuations in currency exchange rates and changes in the proportion of our revenue and expenses denominated in foreign currencies; \u2022trading activity in our share repurchase program; \u2022fluctuations in the market values of our investments in marketable securities, in the valuation of our non-marketable equity securities, and in interest rates; \u2022the incurrence of indebtedness or our ability to refinance existing indebtedness on acceptable terms; \u2022changes in U.S. generally accepted accounting principles; and \u2022changes in regional or global business, macroeconomic, or geopolitical conditions, which may impact the other factors described above."}
-{"_id": "META20230285", "title": "META Table of Contents", "text": "Unfavorable media coverage negatively affects our business."}
-{"_id": "META20230286", "title": "META Table of Contents", "text": "We receive a high degree of media coverage around the world. Our reputation has been, and could in the future be, adversely affected by unfavorable publicity regarding, for example, our privacy practices, advertising policies, product decisions, product quality, litigation or regulatory activity, government surveillance, the actions of our advertisers, the actions of our developers whose products are integrated with our products, the use of our products or services for illicit or objectionable ends, the substance or enforcement of our community standards, terms of service, or other policies, the actions of our users, the quality and integrity of content shared on our platform, the perceived or actual impacts of our products or services on user well-being, our management, or the actions of other companies that provide similar services to ours. For example, we have been the subject of significant media coverage involving concerns around our handling of political speech and advertising, hate speech, and other content, as well as user well-being issues, and we continue to receive negative publicity related to these topics. Beginning in September 2021, we became the subject of significant media coverage as a result of allegations and the release of internal company documents by a former employee. In addition, we have been, and may in the future be, subject to negative publicity in connection with our handling of misinformation and other illicit or objectionable use of our products or services, including in connection with geopolitical events and elections in the United States and around the world. Any such negative publicity could have an adverse effect on the size, engagement, and loyalty of our user base and marketer demand for advertising on our products, which could result in decreased revenue and adversely affect our business and financial results, and we have experienced such adverse effects to varying degrees from time to time."}
-{"_id": "META20230287", "title": "META Table of Contents", "text": "We are subject to the risk of catastrophic events and crises, which may have a significant adverse impact on our business and operations."}
-{"_id": "META20230295", "title": "META Table of Contents", "text": "We are subject to the risk of public health crises such as pandemics, earthquakes, adverse weather conditions, other natural disasters, terrorism, geopolitical conflict, other physical security threats, power loss, cyber-attacks, and other catastrophic events and crises. For example, the COVID-19 pandemic previously significantly impacted our business and results of operations. In particular, the pandemic resulted in authorities implementing numerous preventative measures from time to time to contain or mitigate the outbreak of the virus, such as travel bans and restrictions, limitations on business activity, quarantines, and shelter-in-place orders, which caused business slowdowns or shutdowns in certain affected countries and regions. These developments led to volatility in the demand for and pricing of our advertising services at various points throughout the pandemic, and we may experience similar effects in the future as a result of the pandemic or other catastrophic events. Such events also expose our business, operations, and workforce to a variety of other risks, including: Table of Contents \u2022volatility in the size of our user base and user engagement; \u2022delays in product development or releases, or reductions in manufacturing production and sales of consumer hardware, as a result of inventory shortages, supply chain or labor shortages; \u2022significant volatility and disruption of global financial markets, which could cause fluctuations in currency exchange rates or negatively impact our ability to access capital in the future; \u2022illnesses to key employees, or a significant portion of our workforce, which may result in inefficiencies, delays, and disruptions in our business; and \u2022increased volatility and uncertainty in the financial projections we use as the basis for estimates used in our financial statements."}
-{"_id": "META20230296", "title": "META Table of Contents", "text": "Any of these developments may adversely affect our business, harm our reputation, or result in legal or regulatory actions against us."}
-{"_id": "META20230297", "title": "META Table of Contents", "text": "We incur significant expenses in operating our business, and some of our investments, particularly our investments in Reality Labs, have the effect of reducing our operating margin and profitability. If our investments are not successful longer-term, our business and financial performance will be harmed."}
-{"_id": "META20230298", "title": "META Table of Contents", "text": "We incur significant expenses in operating our business, and we expect our expenses to continue to increase in the future as we broaden our user base, as users increase the amount and types of content they consume and the data they share with us, for example with respect to video, as we develop and implement new products, as we market new and existing products and promote our brands, as we continue to expand our technical infrastructure, as we continue to invest in new and unproven technologies, including AI and machine learning, and as we continue our efforts to focus on privacy, safety, security, and content review. We have recently undertaken cost reduction measures in light of a more challenging operating environment, which may adversely affect these or other business initiatives, and some of these measures have involved, and may in the future involve, up-front charges and outlays of cash to reduce certain longer-term expenses. In addition, from time to time we are subject to settlements, judgments, fines, or other monetary penalties in connection with legal and regulatory developments that may be material to our business. We are also continuing to increase our investments in new platforms and technologies, including as part of our efforts related to building the metaverse. Some of these investments, particularly our significant investments in Reality Labs, have generated only limited revenue and reduced our operating margin and profitability, and we expect the adverse financial impact of such investments to continue for the foreseeable future. For example, our investments in Reality Labs reduced our 2023 overall operating profit by approximately $16.12 billion, and we expect our Reality Labs investments and operating losses to increase meaningfully in 2024. If our investments are not successful longer-term, our business and financial performance will be harmed."}
-{"_id": "META20230299", "title": "META Table of Contents", "text": "Our business is dependent on our ability to maintain and scale our technical infrastructure, and any significant disruption in our products and services could damage our reputation, result in a potential loss of users and engagement, and adversely affect our financial results."}
-{"_id": "META20230301", "title": "META Table of Contents", "text": "Our reputation and ability to attract, retain, and serve our users is dependent upon the reliable performance of our products and services and our underlying technical infrastructure. We have experienced, and may in the future experience, interruptions in the availability or performance of our products and services from time to time. Our systems may not be adequately designed or may not operate with the reliability and redundancy necessary to avoid performance delays or outages that could be harmful to our business. If our products or services are unavailable when users attempt to access them, or if they do not load as quickly as expected, users may not use our products or services as often in the future, or at all, and our ability to serve ads may be disrupted, any of which could adversely affect our business and financial performance. We have experienced such issues to varying degrees from time to time. In addition, as the amount and types of information shared on our products continue to grow and evolve, as the usage patterns of our global community continue to evolve, and as our internal operational demands continue to grow, especially with the deployment of AI technologies, we will need an increasing amount of technical infrastructure, including network capacity and computing power, to continue to satisfy our needs. It is possible that we may fail to continue to effectively scale and grow our technical infrastructure to accommodate these increased demands, which may adversely affect our user engagement and advertising revenue. In addition, our business may be subject to interruptions, delays, or failures resulting from earthquakes, adverse weather conditions, other natural"}
-{"_id": "META20230303", "title": "META Table of Contents", "text": "disasters, power loss, terrorism, geopolitical conflict, other physical security threats, cyber-attacks, or other catastrophic events and crises. Global climate change could result in certain types of natural disasters occurring more frequently or with more intense effects. Any such events may result in users being subject to service disruptions or outages and we may not be able to recover our technical infrastructure and user data in a timely manner to restart or provide our services, which may adversely affect our financial results. We also have been, and may in the future be, subject to increased energy and/or other costs to maintain the availability or performance of our products and services in connection with any such events."}
-{"_id": "META20230304", "title": "META Table of Contents", "text": "A substantial portion of our technical infrastructure is provided by third parties. Any disruption or failure in the services we receive from these providers could harm our ability to handle existing or increased traffic and could significantly harm our business. Any financial or other difficulties these providers face may adversely affect our business, and we exercise little control over these providers, which increases our vulnerability to problems with the services they provide. We have experienced, and expect to continue to experience, various challenges with the supply chain related to supporting our technical infrastructure. As a result, we have adjusted, and may continue to adjust in the future, our procurement practices to adapt to the evolving landscape. We may not be able to secure sufficient components, equipment, or services from third parties to satisfy our needs, or we may be required to procure such components, equipment, or services on unfavorable terms."}
-{"_id": "META20230305", "title": "META Table of Contents", "text": "Any of these developments may result in interruptions in the availability or performance of our products or services, require unfavorable changes to existing products or services, delay the introduction of future products or services, or otherwise adversely affect our business and financial results."}
-{"_id": "META20230306", "title": "META Table of Contents", "text": "We have experienced, and could experience in the future, difficulties in building and operating key portions of our technical infrastructure."}
-{"_id": "META20230307", "title": "META Table of Contents", "text": "We have designed and built our own data centers and key portions of our technical infrastructure through which we serve our products, and we plan to continue to significantly expand the size of our infrastructure primarily through data centers, subsea and terrestrial fiber optic cable systems, and other projects. The infrastructure expansion we are undertaking is complex and involves projects in multiple locations around the world, including in developing regions that expose us to increased risks relating to anti-corruption compliance, trade compliance, and political challenges, among others. We have changed, suspended, and terminated certain of these projects as a result of various factors, and may continue to do so in the future. Additional unanticipated delays or disruptions in the completion of these projects, including due to the availability of components, power, or network capacity, or any shortage of labor necessary in building portions of such projects, challenges in obtaining required government or regulatory approvals, or other geopolitical challenges or actions by governments, whether as a result of trade disputes or otherwise, may lead to increased project costs, operational inefficiencies, interruptions in the delivery or degradation of the quality or reliability of our products and services, or impairment of assets on our balance sheet. For example, like others in our industry, we rely on certain third-party equipment and components for our technical infrastructure that are manufactured by a small number of third parties, often with significant operations in a single region such as Asia. Any of the foregoing delays or disruptions, including actions by governments or geopolitical events such as international conflicts, could result in tariffs, sanctions, export controls, and other measures that restrict international trade, could reduce or eliminate the ability of our suppliers, manufacturers, or other third-party providers to continue their operations to manufacture, or limit or eliminate our ability to purchase, key components of our technical infrastructure."}
-{"_id": "META20230308", "title": "META Table of Contents", "text": "In addition, there may be issues related to this infrastructure that are not identified during the testing phases of design and implementation, which may only become evident after we have started to fully utilize the underlying equipment, that could further degrade the user experience or increase our costs. Further, much of our technical infrastructure is located outside the United States, and action by a foreign government, or our response to such government action, has resulted, and may result in the future, in the impairment of a portion of our technical infrastructure, which may interrupt the delivery or degrade the quality or reliability of our products and lead to a negative user experience or increase our costs. Any of these events could adversely affect our business, reputation, or financial results."}
-{"_id": "META20230309", "title": "META Table of Contents", "text": "Real or perceived inaccuracies in our community and other metrics may harm our reputation and negatively affect our business."}
-{"_id": "META20230311", "title": "META Table of Contents", "text": "The numbers for our key metrics, which include our Family metrics (DAP, MAP, and average revenue per person (ARPP)) and Facebook metrics (DAUs, MAUs, and average revenue per user (ARPU)), are calculated using internal company data based on the activity of user accounts. While these numbers are based on what we believe to be reasonable estimates of our user base for the applicable period of measurement, there are inherent challenges in measuring usage of our products across large online and mobile populations around the world. The methodologies used to measure these metrics"}
-{"_id": "META20230313", "title": "META Table of Contents", "text": "require significant judgment and are also susceptible to algorithm or other technical errors. In addition, we are continually seeking to improve our estimates of our user base, and such estimates may change due to improvements or changes in our methodology. We regularly review our processes for calculating these metrics, and from time to time we discover inaccuracies in our metrics or make adjustments to improve their accuracy, which can result in adjustments to our historical metrics. Our ability to recalculate our historical metrics may be impacted by data limitations or other factors that require us to apply different methodologies for such adjustments. We generally do not intend to update previously disclosed Family metrics for any such inaccuracies or adjustments that are within the error margins disclosed below."}
-{"_id": "META20230314", "title": "META Table of Contents", "text": "In addition, our Family metrics and Facebook metrics estimates will differ from estimates published by third parties due to differences in methodology or other factors such as data limitations or other challenges in measuring large online and mobile populations. For example, our Family metrics estimates in some instances exceed estimates of addressable online and mobile populations that are based on data published by third parties."}
-{"_id": "META20230315", "title": "META Table of Contents", "text": "Many people in our community have user accounts on more than one of our products, and some people have multiple user accounts within an individual product. Accordingly, for our Family metrics, we do not seek to count the total number of user accounts across our products because we believe that would not reflect the actual size of our community. Rather, our Family metrics represent our estimates of the number of unique people using at least one of Facebook, Instagram, Messenger, and WhatsApp. We do not require people to use a common identifier or link their accounts to use multiple products in our Family, and therefore must seek to attribute multiple user accounts within and across products to individual people. To calculate these metrics, we rely upon complex techniques, algorithms and machine learning models that seek to count the individual people behind user accounts, including by matching multiple user accounts within an individual product and across multiple products when we believe they are attributable to a single person, and counting such group of accounts as one person. These techniques and models require significant judgment, are subject to data and other limitations discussed below, and inherently are subject to statistical variances and uncertainties. We estimate the potential error in our Family metrics primarily based on user survey data, which itself is subject to error as well. While we expect the error margin for our Family metrics to vary from period to period, we estimate that such margin generally will be approximately 3% of our worldwide MAP. At our scale, it is very difficult to attribute multiple user accounts within and across products to individual people, and it is possible that the actual numbers of unique people using our products may vary significantly from our estimates, potentially beyond our estimated error margins. As a result, it is also possible that our Family metrics may indicate changes or trends in user numbers that do not match actual changes or trends."}
-{"_id": "META20230316", "title": "META Table of Contents", "text": "To calculate our estimates of Family DAP and MAP, we currently use a series of machine learning models that are developed based on internal reviews of limited samples of user accounts and calibrated against user survey data. We apply significant judgment in designing these models and calculating these estimates. For example, to match user accounts within individual products and across multiple products, we use data signals such as similar device information, IP addresses, and user names. We also calibrate our models against data from periodic user surveys of varying sizes and frequency across our products, which are inherently subject to error. The timing and results of such user surveys have in the past contributed, and may in the future contribute, to changes in our reported Family metrics from period to period. In addition, our data limitations may affect our understanding of certain details of our business and increase the risk of error for our Family metrics estimates. Our techniques and models rely on a variety of data signals from different products, and we rely on more limited data signals for some products compared to others. For example, as a result of limited visibility into encrypted products, we have fewer data signals from WhatsApp user accounts and primarily rely on phone numbers and device information to match WhatsApp user accounts with accounts on our other products. Any loss of access to data signals we use in our process for calculating Family metrics, whether as a result of our own product decisions, actions by third-party browser or mobile platforms, regulatory or legislative requirements, or other factors, also may impact the stability or accuracy of our reported Family metrics, as well as our ability to report these metrics at all. Our estimates of Family metrics also may change as our methodologies evolve, including through the application of new data signals or technologies, product changes, or other improvements in our user surveys, algorithms, or machine learning that may improve our ability to match accounts within and across our products or otherwise evaluate the broad population of our users. In addition, such evolution may allow us to identify previously undetected violating accounts (as defined below)."}
-{"_id": "META20230318", "title": "META Table of Contents", "text": "We regularly evaluate our Family metrics to estimate the percentage of our MAP consisting solely of \"violating\" accounts. We define \"violating\" accounts as accounts which we believe are intended to be used for purposes that violate our terms of service, including bots and spam. In the fourth quarter of 2023, we estimated that approximately 3% of our worldwide MAP consisted solely of violating accounts. Such estimation is based on an internal review of a limited sample of accounts, and we apply significant judgment in making this determination. For example, we look for account information and behaviors associated with Facebook and Instagram accounts that appear to be inauthentic to the reviewers, but we have"}
-{"_id": "META20230320", "title": "META Table of Contents", "text": "limited visibility into WhatsApp user activity due to encryption. In addition, if we believe an individual person has one or more violating accounts, we do not include such person in our violating accounts estimation as long as we believe they have one account that does not constitute a violating account. From time to time, we disable certain user accounts, make product changes, or take other actions to reduce the number of violating accounts among our users, which may also reduce our DAP and MAP estimates in a particular period. Violating accounts are very difficult to measure at our scale, and it is possible that the actual number of violating accounts may vary significantly from our estimates."}
-{"_id": "META20230321", "title": "META Table of Contents", "text": "We also regularly evaluate our Facebook metrics to estimate the number of \"duplicate\" and \"false\" accounts among our MAUs. A duplicate account is one that a user maintains in addition to his or her principal account. We divide \"false\" accounts into two categories: (1) user-misclassified accounts, where users have created personal profiles for a business, organization, or non-human entity such as a pet (such entities are permitted on Facebook using a Page rather than a personal profile under our terms of service); and (2) violating accounts, which represent user profiles that we believe are intended to be used for purposes that violate our terms of service, such as bots and spam. The estimates of duplicate and false accounts are based on an internal review of a limited sample of accounts, and we apply significant judgment in making this determination. For example, to identify duplicate accounts we use data signals such as identical IP addresses and similar user names, and to identify false accounts we look for names that appear to be fake or other behavior that appears inauthentic to the reviewers. Any loss of access to data signals we use in this process, whether as a result of our own product decisions, actions by third-party browser or mobile platforms, regulatory or legislative requirements, or other factors, also may impact the stability or accuracy of our estimates of duplicate and false accounts. Our estimates also may change as our methodologies evolve, including through the application of new data signals or technologies or product changes that may allow us to identify previously undetected duplicate or false accounts and may improve our ability to evaluate a broader population of our users. Duplicate and false accounts are very difficult to measure at our scale, and it is possible that the actual number of duplicate and false accounts may vary significantly from our estimates."}
-{"_id": "META20230322", "title": "META Table of Contents", "text": "In the fourth quarter of 2023, we estimated that duplicate accounts may have represented approximately 10% of our worldwide MAUs. We believe the percentage of duplicate accounts is meaningfully higher in developing markets such as the Philippines and Vietnam, as compared to more developed markets. In the fourth quarter of 2023, we estimated that false accounts may have represented approximately 4% of our worldwide MAUs. Our estimation of false accounts can vary as a result of episodic spikes in the creation of such accounts, which we have seen originate more frequently in specific countries such as Indonesia, Vietnam, and Nigeria. From time to time, we disable certain user accounts, make product changes, or take other actions to reduce the number of duplicate or false accounts among our users, which may also reduce our DAU and MAU estimates in a particular period."}
-{"_id": "META20230323", "title": "META Table of Contents", "text": "Other data limitations also may affect our understanding of certain details of our business. For example, while user-provided data indicates a decline in usage among younger users, this age data may be unreliable because a disproportionate number of our younger users register with an inaccurate age. Accordingly, our understanding of usage by age group may not be complete."}
-{"_id": "META20230324", "title": "META Table of Contents", "text": "In addition, our data regarding the geographic location of our users is estimated based on a number of factors, such as the user's IP address and self-disclosed location. These factors may not always accurately reflect the user's actual location. For example, a user may appear to be accessing Facebook from the location of the proxy server that the user connects to rather than from the user's actual location. The methodologies used to measure our metrics are also susceptible to algorithm or other technical errors, and our estimates for revenue by user location and revenue by user device are also affected by these factors."}
-{"_id": "META20230326", "title": "META Table of Contents", "text": "In addition, from time to time we provide, or rely on, certain other metrics and estimates, including those relating to the reach and effectiveness of our ads. Many of our metrics involve the use of estimations and judgments, and our metrics and estimates are subject to software bugs, inconsistencies in our systems, and human error. Such metrics and estimates also change from time to time due to improvements or changes in our terminology or methodology, including as a result of loss of access to data signals we use in calculating such metrics and estimates. We have been, and may in the future be, subject to litigation as well as marketer, regulatory, and other inquiries regarding the accuracy of such metrics and estimates. Where marketers, developers, or investors do not perceive our metrics or estimates to be accurate, or where we discover material inaccuracies in our metrics or estimates, we may be subject to liability, our reputation may be harmed, and marketers and developers may be less willing to allocate their budgets or resources to our products that deliver ad impressions, which could negatively affect our business and financial results."}
-{"_id": "META20230328", "title": "META Table of Contents", "text": "We cannot assure you that we will effectively manage our scale."}
-{"_id": "META20230329", "title": "META Table of Contents", "text": "Our employee headcount and the scale and complexity of our business have increased significantly over time. The scale of our business and breadth of our products create significant challenges for our management, operational, and financial resources, including managing multiple relationships with users, marketers, developers, and other third parties, and maintaining information technology systems and internal controls and procedures that support the scale and complexity of our business. In addition, some members of our management do not have significant experience managing a large global business operation, so our management may not be able to manage our scale effectively. To effectively manage our scale, we must maintain, and continue to adapt, our operational, financial, and management processes and systems, manage our headcount and facilities, and effectively train and manage our personnel. Many of our personnel work remotely, which may lead to challenges in productivity and collaboration. In addition, from time to time, we implement organizational changes to pursue greater efficiency and realign our business and strategic priorities. For example, in 2022 and 2023, we announced several initiatives, including restructurings, employee layoffs, and measures to scale down our office facilities, but we cannot guarantee that they will achieve our intended results. These efforts also subject us to risks such as greater than anticipated costs, adverse effects on employee retention, and increased difficulty managing the scale and complexity of our business. For example, we could face delays or challenges with product development, other business and strategic initiatives, or legal and regulatory compliance, as well as other disruptions to our operations. As our organization continues to evolve, and we are required to implement and adapt complex organizational management structures, we may find it difficult to maintain the benefits of our corporate culture, including our ability to quickly develop and launch new and innovative products. Any of these developments could negatively affect our business, reputation, or financial results."}
-{"_id": "META20230330", "title": "META Table of Contents", "text": "We have significant international operations, which subject us to increased business, economic, and legal risks that could affect our financial results."}
-{"_id": "META20230341", "title": "META Table of Contents", "text": "We have significant international operations. We currently make Facebook available in more than 100 different languages, and we have offices or data centers in approximately 40 different countries. We may enter new international regions where we have limited or no experience in marketing, selling, and deploying our products. Our products are generally available globally, but some or all of our products or functionality may not be available in certain regions due to legal and regulatory complexities. For example, several of our products are not generally available in China. We also outsource certain operational functions to third parties globally. If we fail to deploy, manage, or oversee our international operations successfully, our business may suffer. In addition, we are subject to a variety of risks inherent in doing business internationally, including: \u2022political, social, or economic instability; \u2022risks related to legal, regulatory, and other government scrutiny applicable to U.S. companies with sales and operations in foreign jurisdictions, including with respect to privacy, tax, law enforcement, content, trade compliance, supply chain, competition, consumer protection, intellectual property, environmental, health and safety, licensing, and infrastructure matters; \u2022potential damage to our brand and reputation due to compliance with local laws, including potential censorship or requirements to provide user information to local authorities; \u2022enhanced difficulty in reviewing content on our platform and enforcing our community standards across different languages and countries; \u2022fluctuations in currency exchange rates and compliance with currency controls; \u2022foreign exchange controls and tax and other regulations and orders that might prevent us from repatriating cash earned in countries outside the United States or otherwise limit our ability to move cash freely, and impede our ability to invest such cash efficiently; \u2022higher levels of credit risk and payment fraud; \u2022enhanced difficulties of integrating any foreign acquisitions; \u2022burdens of complying with a variety of foreign laws, including laws related to taxation, content removal, content"}
-{"_id": "META20230347", "title": "META Table of Contents", "text": "moderation, data localization, data protection, competition, e-commerce and payments, and regulatory oversight; \u2022reduced protection for intellectual property rights in some countries; \u2022difficulties in staffing, managing, and overseeing global operations and the increased travel, infrastructure, and legal compliance costs associated with multiple international locations, including difficulties arising from personnel working remotely; \u2022compliance with statutory equity requirements and management of tax consequences; and \u2022geopolitical events affecting us, our marketers or our industry, including trade disputes, armed conflicts, and pandemics."}
-{"_id": "META20230348", "title": "META Table of Contents", "text": "In addition, we must manage the potential conflicts between locally accepted business practices in any given jurisdiction and our obligations to comply with laws and regulations, including anti-corruption laws or regulations applicable to us, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010. We also must manage our obligations to comply with laws and regulations related to import and export controls, trade restrictions, and sanctions, including regulations established by the U.S. Office of Foreign Assets Control. Government agencies and authorities have a broad range of civil and criminal penalties they may seek to impose against companies for violations of anti-corruption laws or regulations, import and export controls, trade restrictions, sanctions, and other laws, rules, and regulations."}
-{"_id": "META20230349", "title": "META Table of Contents", "text": "If we are unable to expand internationally and manage the complexity of our global operations successfully, our financial results could be adversely affected. We also may be required to or elect to cease or modify our operations or the offering of our products and services in certain regions, including as a result of the risks described above, which could adversely affect our business, user growth and engagement, and financial results."}
-{"_id": "META20230350", "title": "META Table of Contents", "text": "We face design, manufacturing, and supply chain risks with respect to our consumer hardware products that, if not properly managed, could adversely impact our financial results."}
-{"_id": "META20230351", "title": "META Table of Contents", "text": "We face a number of risks related to design, manufacturing, and supply chain management with respect to our consumer hardware products. For example, the consumer hardware products we sell from time to time have had, and in the future may have, quality issues resulting from the design or manufacture of the products, or from the software used in the products. Sometimes, these issues may be caused by components we purchase from other manufacturers or suppliers. Our brand and financial results could be adversely affected by any such quality issues, other failures to meet our customers' expectations, or findings of our consumer hardware products to be defective."}
-{"_id": "META20230352", "title": "META Table of Contents", "text": "We rely on third parties to manufacture and manage the logistics of transporting and distributing our consumer hardware products, which subjects us to a number of risks. The manufacturing of our consumer hardware products depends on a small number of third parties, often with significant operations in a single region such as Asia. We have experienced, and may in the future experience, supply or labor shortages or other disruptions in logistics and the supply chain, which could result in shipping delays and negatively impact our operations, product development, and sales. We could be negatively affected if we are not able to engage third parties with the necessary capabilities or capacity on reasonable terms, or if those we engage with fail to meet their obligations (whether due to financial difficulties, manufacturing or supply constraints, or other reasons), or make adverse changes in the pricing or other material terms of such arrangements with them. The manufacturing, distribution, and sale of our consumer hardware products also may be negatively impacted by macroeconomic conditions, geopolitical challenges, trade disputes, or other actions by governments (including international conflicts that could result in tariffs, sanctions, export controls, and other measures that restrict international trade) that subject us to supply shortages, increased costs, or supply chain or logistics disruptions."}
-{"_id": "META20230354", "title": "META Table of Contents", "text": "We also require the suppliers and business partners of our consumer hardware products to comply with laws and certain company policies regarding sourcing practices and standards on labor, trade compliance, health and safety, the environment, and business ethics, but we do not control them or their practices and standards. If any of them violates laws, fails to implement changes in accordance with newly enacted laws, or implements practices or standards regarded as unethical, corrupt, or non-compliant, we could experience supply chain disruptions, government action or fines, canceled orders, or damage to our reputation."}
-{"_id": "META20230356", "title": "META Table of Contents", "text": "We face inventory risk with respect to our consumer hardware products."}
-{"_id": "META20230357", "title": "META Table of Contents", "text": "We are exposed to inventory risks with respect to our consumer hardware products as a result of rapid changes in product cycles and pricing, unsafe or defective merchandise, supply chain disruptions, changes in consumer demand and consumer spending patterns, changes in consumer tastes with respect to our consumer hardware products, and other factors. The demand for our products can also change significantly between the time inventory or components are ordered and the date of sale. While we endeavor to accurately predict these trends and avoid overstocking or understocking consumer hardware products we may sell, from time to time we have experienced difficulties in accurately predicting and meeting the consumer demand for our products. In addition, when we begin selling or manufacturing a new consumer hardware product or enter new international regions, it may be difficult to establish vendor relationships, determine appropriate product or component selection, and accurately forecast demand. The acquisition of certain types of inventory or components may require significant lead-time and prepayment and they may not be returnable. Any one of the foregoing factors may adversely affect our operating results."}
-{"_id": "META20230358", "title": "META Table of Contents", "text": "We plan to continue to make acquisitions and pursue other strategic transactions, which could impact our financial condition or results of operations and may adversely affect the price of our common stock."}
-{"_id": "META20230359", "title": "META Table of Contents", "text": "As part of our business strategy, we have made and intend to continue to make acquisitions to add specialized employees and complementary companies, products, or technologies, and from time to time may enter into other strategic transactions such as investments and joint ventures. We may not be able to find suitable acquisition candidates, and we may not be able to complete acquisitions or other strategic transactions on favorable terms, or at all, including as a result of regulatory challenges. For example, we completed our divestiture of Giphy in 2023 following the United Kingdom Competition and Markets Authority's order directing us to divest Giphy post-acquisition. In addition, although we were able to successfully complete the acquisition after prevailing in federal court, the FTC sought to enjoin our proposed acquisition of Within Unlimited. In some cases, the costs of such acquisitions or other strategic transactions may be substantial, and there is no assurance that we will realize expected synergies and potential monetization opportunities for our acquisitions or a favorable return on investment for our strategic investments."}
-{"_id": "META20230360", "title": "META Table of Contents", "text": "We may pay substantial amounts of cash or incur debt to pay for acquisitions or other strategic transactions, which has occurred in the past and could adversely affect our liquidity. The incurrence of indebtedness also results in increased fixed obligations and increased interest expense, and could also include covenants or other restrictions that would impede our ability to manage our operations. We may also issue equity securities to pay for acquisitions and we regularly grant restricted stock units to retain the employees of acquired companies, which could increase our expenses, adversely affect our financial results, and result in dilution to our stockholders. In addition, any acquisitions or other strategic transactions we announce could be viewed negatively by users, marketers, developers, or investors, which may adversely affect our business or the price of our Class A common stock."}
-{"_id": "META20230361", "title": "META Table of Contents", "text": "We may also discover liabilities, deficiencies, or other claims associated with the companies or assets we acquire that were not identified in advance, which may result in significant unanticipated costs. The effectiveness of our due diligence review and our ability to evaluate the results of such due diligence are dependent upon the accuracy and completeness of statements and disclosures made or actions taken by the companies we acquire or their representatives, as well as the limited amount of time in which acquisitions are executed. In addition, we may fail to accurately forecast the financial impact of an acquisition or other strategic transaction, including tax and accounting charges. Acquisitions or other strategic transactions may also result in our recording of significant additional expenses to our results of operations and recording of substantial finite-lived intangible assets on our balance sheet upon closing. Any of these factors may adversely affect our financial condition or results of operations."}
-{"_id": "META20230362", "title": "META Table of Contents", "text": "We may not be able to successfully integrate our acquisitions, and we incur significant costs to integrate and support the companies we acquire."}
-{"_id": "META20230364", "title": "META Table of Contents", "text": "The integration of acquisitions requires significant time and resources, particularly with respect to companies that have significant operations or that develop products where we do not have prior experience, and we may not manage these processes successfully. We have made, and may in the future make, substantial investments of resources to support our acquisitions, which can result in significant ongoing operating expenses and the diversion of resources and management attention from other areas of our business. We cannot assure you that these investments will be successful. If we fail to successfully integrate the companies we acquire, we may not realize the benefits expected from the transaction and our business may be harmed."}
-{"_id": "META20230366", "title": "META Table of Contents", "text": "We are involved in numerous class action lawsuits and other litigation matters that are expensive and time consuming, and, if resolved adversely, could harm our business, financial condition, or results of operations."}
-{"_id": "META20230367", "title": "META Table of Contents", "text": "We are involved in numerous lawsuits, including stockholder derivative lawsuits and putative class action lawsuits, many of which claim statutory damages and/or seek significant changes to our business operations, and we anticipate that we will continue to be a target for numerous lawsuits in the future. Because of the scale of our user, advertiser, and developer base, the plaintiffs in class action cases filed against us typically claim enormous monetary damages even if the alleged per-user or entity harm is small or non-existent. In addition, we have faced, currently face, and will continue to face additional class action and other lawsuits based on claims related to advertising, antitrust, privacy, security, biometrics, content, algorithms, copyright, user well-being, employment, contingent workers, activities on our platform, consumer protection, or product performance or other claims related to the use of consumer hardware and software, including virtual reality technology and products, which are new and unproven. For example, we are currently the subject of multiple putative class action suits in connection with our platform and user data practices and the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies; the disclosure of our earnings results for the second quarter of 2018; our acquisitions of Instagram and WhatsApp, as well as other alleged anticompetitive conduct; a former employee's allegations and release of internal company documents beginning in September 2021; the disclosure of our earnings results for the fourth quarter of 2021; and allegations that we inflated our estimates of the potential audience size for advertisements, resulting in artificially increased demand and higher prices. We are also the subject of multiple lawsuits related to our alleged use of facial recognition technology, our alleged recommendation of and/or failure to remove harmful content, information from third-party websites or apps via our business tools, our alleged use of copyright-protected content to train our AI models, and allegations that Facebook and Instagram cause \"social media addiction\" in users and allegations of violations of the Children's Online Privacy Protection Act (COPPA). The results of any such lawsuits and claims cannot be predicted with certainty, and any negative outcome from any such lawsuits could result in payments of substantial monetary damages or fines, or undesirable changes to our products or business practices, and accordingly our business, financial condition, or results of operations could be materially and adversely affected."}
-{"_id": "META20230368", "title": "META Table of Contents", "text": "There can be no assurances that a favorable final outcome will be obtained in all our cases, and defending any lawsuit is costly and can impose a significant burden on management and employees. Any litigation to which we are a party may result in an onerous or unfavorable judgment that may not be reversed upon appeal or in payments of substantial monetary damages or fines, or we may decide to settle lawsuits on similarly unfavorable terms, which has occurred in the past and which could adversely affect our business, financial conditions, or results of operations."}
-{"_id": "META20230369", "title": "META Table of Contents", "text": "We may have exposure to greater than anticipated tax liabilities."}
-{"_id": "META20230370", "title": "META Table of Contents", "text": "Our tax obligations, including income and non-income taxes, are based in part on our corporate operating structure and intercompany arrangements, including the manner in which we operate our business, develop, value, manage, protect, and use our intellectual property, and the valuations of our intercompany transactions. The tax laws applicable to our business, including the laws of the United States and other jurisdictions, are subject to interpretation and certain jurisdictions are aggressively interpreting their laws in new ways in an effort to raise additional tax revenue from companies such as Meta. We are subject to regular review and audit by U.S. federal, state, and foreign tax authorities. Tax authorities may disagree with certain positions we have taken, including our methodologies for valuing developed technology or intercompany arrangements, and any adverse outcome of such a review or audit could increase our worldwide effective tax rate, increase the amount of non-income taxes imposed on our business, and harm our financial position, results of operations, and cash flows. For example, in 2016 and 2018, the IRS issued formal assessments relating to transfer pricing with our foreign subsidiaries in conjunction with the examination of the 2010 through 2013 tax years. Although we disagree with the IRS's position and are litigating this issue, the ultimate resolution is uncertain and, if resolved in a manner unfavorable to us, may adversely affect our financial results."}
-{"_id": "META20230372", "title": "META Table of Contents", "text": "The determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment by management, and there are many transactions where the ultimate tax determination is uncertain. Our provision for income taxes is determined by the manner in which we operate our business, and any changes to such operations or laws applicable to such operations may affect our effective tax rate. Although we believe that our provision for income taxes and estimates of our non-income tax liabilities are reasonable, the ultimate settlement may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made."}
-{"_id": "META20230374", "title": "META Table of Contents", "text": "Our future income tax rates could be volatile and difficult to predict due to changes in jurisdictional profit split, changes in the amount and recognition of deferred tax assets and liabilities, or by changes in tax laws, regulations, or accounting principles."}
-{"_id": "META20230375", "title": "META Table of Contents", "text": "Changes in tax laws or tax rulings could materially affect our financial position, results of operations, and cash flows."}
-{"_id": "META20230376", "title": "META Table of Contents", "text": "The tax regimes we are subject to or operate under, including income and non-income taxes, are unsettled and may be subject to significant change. Changes in tax laws or tax rulings, or changes in interpretations of existing laws, could materially affect our financial position, results of operations, and cash flows. For example, the 2017 Tax Cuts and Jobs Act (Tax Act) enacted in December 2017 had a significant impact on our tax obligations and effective tax rate for the fourth quarter of 2017. The issuance of additional regulatory or accounting guidance related to the Tax Act, or other executive or Congressional actions in the United States or globally could materially increase our tax obligations and significantly impact our effective tax rate in the period such guidance is issued or such actions take effect, and in future periods. In addition, many countries have recently proposed or recommended changes to existing tax laws or have enacted new laws that could significantly increase our tax obligations in many countries where we do business or require us to change the manner in which we operate our business."}
-{"_id": "META20230377", "title": "META Table of Contents", "text": "Over the last several years, the Organization for Economic Cooperation and Development has been working on a Base Erosion and Profit Shifting Project that, if implemented, would change various aspects of the existing framework under which our tax obligations are determined in many of the countries in which we do business. As of July 2023, nearly 140 countries have approved a framework that imposes a minimum tax rate of 15%, among other provisions. As this framework is subject to further negotiation and implementation by each member country, the timing and ultimate impact of any such changes on our tax obligations are uncertain. Similarly, the European Commission and several countries have issued proposals that would apply to various aspects of the current tax framework under which we are taxed. These proposals include changes to the existing framework to calculate income tax, as well as proposals to change or impose new types of non-income taxes, including taxes based on a percentage of revenue. For example, several jurisdictions have proposed or enacted taxes applicable to digital services, which include business activities on digital advertising and online marketplaces, and which apply to our business."}
-{"_id": "META20230378", "title": "META Table of Contents", "text": "The European Commission has conducted investigations in multiple countries focusing on whether local country tax rulings or tax legislation provides preferential tax treatment that violates European Union state aid rules and concluded that certain member states, including Ireland, have provided illegal state aid in certain cases. These investigations may result in changes to the tax treatment of our foreign operations."}
-{"_id": "META20230379", "title": "META Table of Contents", "text": "Due to the large and expanding scale of our international business activities, many of these types of changes to the taxation of our activities described above could increase our worldwide effective tax rate, increase the amount of non-income taxes imposed on our business, and harm our financial position, results of operations, and cash flows. Such changes may also apply retroactively to our historical operations and result in taxes greater than the amounts estimated and recorded in our financial statements."}
-{"_id": "META20230380", "title": "META Table of Contents", "text": "Given our levels of share-based compensation, our tax rate has in the past varied, and may in the future vary, significantly depending on our stock price."}
-{"_id": "META20230382", "title": "META Table of Contents", "text": "The tax effects of the accounting for share-based compensation have in the past impacted, and may in the future impact, our effective tax rate, sometimes significantly, from period to period. In periods in which our stock price varies from the grant price of the share-based compensation vesting in that period, we will recognize excess tax benefits or shortfalls that will impact our effective tax rate. For example, in 2023, excess tax benefits recognized from share-based compensation decreased our provision for income taxes by $708 million and our effective income tax rate by one percentage point as compared to the tax rate without such benefits. In future periods in which our stock price varies in comparison to the grant price of the share-based compensation vesting in that period, our effective tax rate may be inversely impacted. The amount and value of share-based compensation issued relative to our earnings in a particular period will also affect the magnitude of the impact of share-based compensation on our effective tax rate. These tax effects are dependent on our stock price, which we do not control, and a decline in our stock price could significantly increase our effective tax rate and adversely affect our financial results."}
-{"_id": "META20230384", "title": "META Table of Contents", "text": "If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings."}
-{"_id": "META20230385", "title": "META Table of Contents", "text": "We review our intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable, such as a decline in stock price and market capitalization. We test goodwill for impairment at the reporting unit level at least annually. If such goodwill or intangible assets are deemed to be impaired, an impairment loss equal to the amount by which the carrying amount exceeds the fair value of the assets would be recognized. We may be required to record a significant charge in our financial statements during the period in which any impairment of our goodwill or intangible assets is determined, which would negatively affect our results of operations."}
-{"_id": "META20230386", "title": "META Table of Contents", "text": "The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our business."}
-{"_id": "META20230387", "title": "META Table of Contents", "text": "We currently depend on the continued services and performance of our key personnel, including Mark Zuckerberg. Mr. Zuckerberg and certain other members of management participate in various high-risk activities, such as combat sports, extreme sports, and recreational aviation, which carry the risk of serious injury and death. If Mr. Zuckerberg were to become unavailable for any reason, there could be a material adverse impact on our operations. The loss of other key personnel, including members of management as well as key engineering, product development, marketing, and sales personnel, could also disrupt our operations and have an adverse effect on our business."}
-{"_id": "META20230388", "title": "META Table of Contents", "text": "In addition, we cannot guarantee we will continue to attract and retain the personnel we need to maintain our competitive position. In particular, we expect to continue to face significant challenges in hiring specialized technical personnel, particularly senior engineering talent, whether as a result of competition with other companies or other factors. As we continue to mature, the incentives to attract, retain, and motivate employees provided by our equity awards or by future arrangements may not be as effective as in the past, and if we issue significant equity to attract additional employees or to retain our existing employees, we would incur substantial additional share-based compensation expense and the ownership of our existing stockholders would be further diluted. Our ability to attract, retain, and motivate employees may also be adversely affected by stock price volatility. In addition, restrictive immigration policies or legal or regulatory developments relating to immigration may negatively affect our efforts to attract and hire new personnel as well as retain our existing personnel. If we do not succeed in attracting, hiring, and integrating excellent personnel, or retaining and motivating existing personnel, we may be unable to grow effectively."}
-{"_id": "META20230389", "title": "META Table of Contents", "text": "Our CEO has control over key decision making as a result of his control of a majority of the voting power of our outstanding capital stock."}
-{"_id": "META20230390", "title": "META Table of Contents", "text": "Mark Zuckerberg, our founder, Board Chair, and CEO, is able to exercise voting rights with respect to a majority of the voting power of our outstanding capital stock and therefore has the ability to control the outcome of all matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation, or sale of all or substantially all of our assets. This concentrated control could delay, defer, or prevent a change of control, merger, consolidation, or sale of all or substantially all of our assets that our other stockholders support, or conversely this concentrated control could result in the consummation of such a transaction that our other stockholders do not support. This concentrated control could also discourage a potential investor from acquiring our Class A common stock, which has limited voting power relative to the Class B common stock, and might harm the trading price of our Class A common stock. In addition, Mr. Zuckerberg has the ability to control the management and major strategic investments of our company as a result of his position as our CEO and his ability to control the election or, in some cases, the replacement of our directors. In the event of his death, the shares of our capital stock that Mr. Zuckerberg owns will be transferred to the persons or entities that he has designated. As a board member and officer, Mr. Zuckerberg owes a fiduciary duty to our stockholders and must act in good faith in a manner he reasonably believes to be in the best interests of our stockholders. As a stockholder, even a controlling stockholder, Mr. Zuckerberg is entitled to vote his shares in his own interests, which may not always be in the interests of our stockholders generally."}
-{"_id": "META20230391", "title": "META Table of Contents", "text": "We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term stockholder value. Share repurchases and dividend payments could also increase the volatility of the trading price of our stock and will diminish our cash reserves."}
-{"_id": "META20230393", "title": "META Table of Contents", "text": "Although our board of directors has authorized a share repurchase program that does not have an expiration date, the program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares of our Class A common stock. The specific timing and amount of any share repurchases, and the specific timing and amount of any"}
-{"_id": "META20230395", "title": "META Table of Contents", "text": "dividend payments, will depend on prevailing share prices, general economic and market conditions, company performance, and other considerations. We cannot guarantee that the repurchase program will be fully consummated or that it will enhance long-term stockholder value. The repurchase program and dividend payments could affect the trading price of our stock and increase volatility, and any announcement of a termination of this repurchase program or dividend payments may result in a decrease in the trading price of our stock. In addition, this repurchase program and dividend payments will diminish our cash reserves."}
-{"_id": "META20230396", "title": "META Table of Contents", "text": "There can be no assurance that we will continue to declare cash dividends."}
-{"_id": "META20230397", "title": "META Table of Contents", "text": "On February 1, 2024, we announced the initiation of our first-ever quarterly cash dividend. The payment of any cash dividends in the future is subject to continued capital availability, market conditions, applicable laws and agreements, and our board of directors continuing to determine that the declaration of dividends are in the best interests of our stockholders. The declaration and payment of any dividend may be discontinued or reduced at any time, and there can be no assurance that we will declare cash dividends in the future in any particular amounts, or at all."}
-{"_id": "META20230399", "title": "META Risks Related to Government Regulation and Enforcement", "text": "Actions by governments that restrict access to Facebook or our other products in their countries, censor or moderate content on our products in their countries, or otherwise impair our ability to sell advertising in their countries, could substantially harm our business and financial results."}
-{"_id": "META20230400", "title": "META Risks Related to Government Regulation and Enforcement", "text": "Governments from time to time seek to censor or moderate content available on Facebook or our other products in their country, restrict access to our products from their country partially or entirely, or impose other restrictions that may affect the accessibility of our products in their country for an extended period of time or indefinitely. For example, user access to Facebook and certain of our other products has been or is currently restricted in whole or in part in China, Iran, and North Korea. In addition, government authorities in other countries may seek to restrict user access to our products if they consider us to be in violation of their laws or a threat to public safety or for other reasons, and certain of our products have been restricted by governments in other countries from time to time. For example, in 2020, Hong Kong adopted a National Security Law that provides authorities with the ability to obtain information, remove and block access to content, and suspend user services, and if we are found to be in violation of this law then the use of our products may be restricted. Hong Kong is also expected to pass additional national security legislation in 2024. In addition, if we are required to or elect to make changes to our marketing and sales or other operations in Hong Kong as a result of the National Security Law or other legislation, our revenue and business in the region will be adversely affected. In addition, in connection with the war in Ukraine in the first quarter of 2022, access to Facebook and Instagram was restricted in Russia and the services were then prohibited by the Russian government, which has adversely affected, and will likely continue to adversely affect, our revenue and business in the region."}
-{"_id": "META20230401", "title": "META Risks Related to Government Regulation and Enforcement", "text": "It is also possible that government authorities could take action that impairs our ability to sell advertising, including in countries where access to our consumer-facing products may be blocked or restricted. For example, we generate meaningful revenue from a small number of resellers serving advertisers based in China, and it is possible that the Chinese government could take action that reduces or eliminates our China-based advertising revenue, whether as a result of the trade dispute with the United States, in response to content issues or information requests in Hong Kong or elsewhere, or for other reasons, or take other action against us, such as imposing taxes or other penalties, which could adversely affect our financial results."}
-{"_id": "META20230403", "title": "META Risks Related to Government Regulation and Enforcement", "text": "Similarly, if we are found to be out of compliance with certain legal requirements for companies in Turkey, the Turkish government could take action to reduce or eliminate our Turkey-based advertising revenue or otherwise adversely impact access to our products. In the event that content shown on Facebook or our other products is subject to censorship, access to our products is restricted, in whole or in part, in one or more countries, we are required to or elect to make changes to our operations, or other restrictions are imposed on our products, or our competitors are able to successfully penetrate new geographic markets or capture a greater share of existing geographic markets that we cannot access or where we face other restrictions, our ability to retain or increase our user base, user engagement, or the level of advertising by marketers may be adversely affected, we may not be able to maintain or grow our revenue as anticipated, and our financial results could be adversely affected."}
-{"_id": "META20230405", "title": "META Table of Contents", "text": "Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data use and data protection, content, competition, safety and consumer protection, e-commerce, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our products and business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business."}
-{"_id": "META20230406", "title": "META Table of Contents", "text": "We are subject to a variety of laws and regulations in the United States and abroad that involve matters central to our business, including privacy, data use, data protection and personal information, the provision of our services to younger users, biometrics, encryption, rights of publicity, content, integrity, intellectual property, advertising, marketing, distribution, data security, data retention and deletion, data localization and storage, data disclosure, AI and machine learning, electronic contracts and other communications, competition, protection of minors, consumer protection, civil rights, accessibility, telecommunications, product liability, e-commerce, taxation, economic or other trade controls including sanctions, anti-corruption and political law compliance, securities law compliance, and online payment services. The introduction of new products, expansion of our activities in certain jurisdictions, or other actions that we may take may subject us to additional laws, regulations, or other government scrutiny. In addition, foreign data protection, privacy, content, competition, consumer protection, and other laws and regulations can impose different obligations or be more restrictive than those in the United States, and create the potential for significant fines to be imposed."}
-{"_id": "META20230407", "title": "META Table of Contents", "text": "These U.S. federal and state, EU, and other international laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and can be subject to significant change. As a result, the application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate, and may be interpreted and applied inconsistently from jurisdiction to jurisdiction and inconsistently with our current policies and practices. For example, regulatory or legislative actions or litigation concerning the manner in which we display content to our users, moderate content, provide our services to younger users, or are able to use data in various ways, including for advertising, could adversely affect user growth and engagement. Such actions could affect the manner in which we provide our services or adversely affect our financial results, including by imposing significant fines that increasingly may be calculated based on global revenue."}
-{"_id": "META20230408", "title": "META Table of Contents", "text": "We are also subject to evolving laws and regulations that dictate whether, how, and under what circumstances we can transfer, process or receive certain data that is critical to our operations, including data shared between countries or regions in which we operate and data shared among our products and services. For example, in 2016, the European Union and United States agreed to a transfer framework for data transferred from the European Union to the United States, called the Privacy Shield, but the Privacy Shield was invalidated in July 2020 by the Court of Justice of the European Union (CJEU). In addition, the other bases upon which Meta relies to transfer such data, such as Standard Contractual Clauses (SCCs), have been subjected to regulatory and judicial scrutiny. For example, the CJEU considered the validity of SCCs as a basis to transfer user data from the European Union to the United States following a challenge brought by the Irish Data Protection Commission (IDPC). Although the CJEU upheld the validity of SCCs in July 2020, on May 12, 2023, the IDPC issued a Final Decision concluding that Meta Platforms Ireland's reliance on SCCs in respect of certain transfers of European Economic Area (EEA) Facebook user data was not in compliance with the GDPR. The IDPC issued an administrative fine of EUR \u20ac1.2 billion as well as corrective orders requiring Meta Platforms Ireland to suspend the relevant transfers and to bring its processing operations into compliance with Chapter V GDPR by ceasing the unlawful processing, including storage, of such data in the United States. We are appealing this decision and the corrective orders are currently subject to an interim stay from the Irish High Court."}
-{"_id": "META20230410", "title": "META Table of Contents", "text": "On March 25, 2022, the European Union and United States announced that they had reached an agreement in principle on a new EU-U.S. Data Privacy Framework (EU-U.S. DPF). On October 7, 2022, President Biden signed the Executive Order on Enhancing Safeguards for United States Signals Intelligence Activities (E.O.), and on June 30, 2023, the European Union and the three additional countries making up the EEA were designated by the United States Attorney General as a \"qualifying state\" under Section 3(f) of the E.O. On July 10, 2023, the European Commission adopted an adequacy decision in relation to the United States. The adequacy decision concludes that the United States ensures an adequate level of protection for personal data transferred from the European Union to organizations in the United States that are included in the \"Data Privacy Framework List,\" maintained and made publicly available by the United States Department of Commerce pursuant to the EU-U.S. DPF. The implementation of the EU-U.S. DPF and the adequacy decision are important and welcome milestones, and we are implementing steps to comply with the above corrective orders following engagement with the IDPC. If we are required to take additional steps to comply with the corrective orders, this could increase the cost and complexity of delivering our products and services in Europe. Furthermore, the EU-U.S. DPF replaces two prior adequacy frameworks which were invalidated by the CJEU. A further invalidation of the EU-U.S. DPF by the CJEU could create"}
-{"_id": "META20230412", "title": "META Table of Contents", "text": "considerable uncertainty and lead to us being unable to offer a number of our most significant products and services, including Facebook and Instagram, in Europe, which would materially and adversely affect our business, financial condition, and results of operations."}
-{"_id": "META20230413", "title": "META Table of Contents", "text": "We have been subject to other significant legislative and regulatory developments, which together with proposed or new legislation and regulations could significantly affect our business in the future. For example, we have implemented a number of product changes and controls as a result of requirements under the European General Data Protection Regulation (GDPR), and may implement additional changes in the future. The GDPR also requires submission of personal data breach notifications to our lead European Union privacy regulator, the IDPC, and includes significant penalties for non-compliance with the notification obligation as well as other requirements of the regulation. The interpretation of the GDPR is still evolving, including through decisions of the CJEU, and draft decisions in investigations by the IDPC are subject to review by other European privacy regulators as part of the GDPR's consistency mechanism, which may lead to significant changes in the final outcome of such investigations. As a result, the interpretation and enforcement of the GDPR, as well as the imposition and amount of penalties for non-compliance, are subject to significant uncertainty, and as it evolves, could potentially have a negative impact on our business and/or our operations. In addition, Brazil, the United Kingdom, and other countries have enacted similar data protection regulations imposing data privacy-related requirements on products and services offered to users in their respective jurisdictions. The California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), also establishes certain transparency rules and creates certain data privacy rights for users, including limitations on our use of certain sensitive personal information and more ability for users to control the purposes for which their data is shared with third parties. Other states have proposed or enacted similar comprehensive privacy laws that afford users with similar data privacy rights and controls. These laws and regulations are evolving and subject to interpretation, and resulting limitations on our advertising services, or reductions of advertising by marketers, have to some extent adversely affected, and will continue to adversely affect, our advertising business. Some states have also proposed or enacted laws specifically focused on the privacy rights and controls for users under 18 years old and their parents or guardians. Like comprehensive privacy laws, these laws are evolving and subject to interpretation, and may restrict our ability to offer certain products and services provided to all or certain cohorts of users in those states, adversely affecting our advertising business. In Europe, regulators continue to enforce guidance concerning the ePrivacy Directive's requirements regarding the use of cookies and similar technologies, and may impose specific measures in the future which could directly impact our use of such technologies. In addition, the ePrivacy Directive and national implementation laws impose additional limitations on the use of data across messaging products and include significant penalties for non-compliance. Changes to our products or business practices as a result of these or similar developments have adversely affected, and may in the future adversely affect, our advertising business. For example, in response to regulatory developments in Europe, we announced plans to change the legal basis for behavioral advertising on Facebook and Instagram in the EU, EEA, and Switzerland from \"legitimate interests\" to \"consent,\" and in November 2023 we began offering users in the region a \"subscription for no ads\" alternative. We are continuing to engage with regulators on our new consent model, including regarding compliance with requirements under the GDPR, DMA, and EU consumer laws. These or any similar developments in the future may negatively impact our user growth and engagement, revenue, and financial results."}
-{"_id": "META20230415", "title": "META Table of Contents", "text": "Similarly, there are a number of legislative proposals or recently enacted laws in the European Union, the United States, at both the federal and state level, as well as other jurisdictions that could impose new obligations or limitations in areas affecting our business. For example, the DMA in the European Union imposes restrictions and requirements on companies like ours, including in areas such as the combination of data across services, mergers and acquisitions, and product design. The DMA also includes significant penalties for non-compliance, and its key requirements will be enforceable against designated gatekeeper companies beginning in March 2024. The DMA has caused, and may in the future cause, us to incur significant compliance costs and make changes to our products or business practices. The requirements under the DMA will likely be subject to further interpretation and regulatory engagement. Pending or future proposals to modify competition laws in the United States and other jurisdictions could have similar effects. Further, the Digital Services Act (DSA) in the European Union, which started to apply to our business as of August 2023, imposes certain restrictions and requirements for our products and services and subjects us to increased compliance costs. The DSA also includes significant penalties for non-compliance. In addition, some countries, such as India and Turkey, are considering or have passed legislation implementing data protection requirements, new competition requirements, or requiring local storage and processing of data or similar requirements that could require substantial changes to our products, increase the cost and complexity of delivering our services, cause us to cease the offering of our products and services in certain countries, and/or result in fines or other penalties. New legislation or regulatory decisions that restrict our ability to collect and use information about minors may also result in limitations on our advertising services or our ability to offer products and services to minors in certain jurisdictions."}
-{"_id": "META20230417", "title": "META Table of Contents", "text": "These laws and regulations, as well as any associated claims, inquiries, or investigations or any government actions, have led to, and may in the future lead to, unfavorable outcomes including increased compliance costs, loss of revenue, delays or impediments in the development of new products, negative publicity and reputational harm, increased operating costs, diversion of management time and attention, and remedies that harm our business, including fines or demands or orders that we modify or cease existing business practices."}
-{"_id": "META20230418", "title": "META Table of Contents", "text": "We have been subject to regulatory and other government investigations, enforcement actions, and settlements, and we expect to continue to be subject to such proceedings and other inquiries in the future, which could cause us to incur substantial costs or require us to change our business practices in a manner materially adverse to our business."}
-{"_id": "META20230419", "title": "META Table of Contents", "text": "We receive formal and informal inquiries from government authorities and regulators regarding our compliance with laws and regulations, many of which are evolving and subject to interpretation. We are and expect to continue to be the subject of investigations, inquiries, data requests, requests for information, actions, and audits in the United States, Europe, and around the world, particularly in the areas of privacy, data use and data protection, including with respect to processing of sensitive data, data from third parties, data for advertising purposes, data security, minors, safety, law enforcement, consumer protection, civil rights, content moderation, use of our platform for illegal, illicit, or otherwise objectionable activity, competition, AI, and machine learning. In addition, we are currently, and may in the future be, subject to regulatory orders or consent decrees. For example, data protection, competition, and consumer protection authorities in the European Union, United States, and other jurisdictions have initiated actions, investigations, or administrative orders seeking to restrict the ways in which we collect and use information, or impose sanctions, and other authorities may do the same. In addition, we have been and continue to be the subject of litigation and investigations related to the ways in which we collect and use information, including where advertisers are subject to additional regulation such as housing, employment, credit, and financial services. In addition, beginning in March 2018, we became subject to FTC, state attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies. In July 2019, we entered into a settlement and modified consent order to resolve the FTC inquiry, which took effect in April 2020 and, among other things, required us to significantly enhance our practices and processes for privacy compliance and oversight. The state attorneys general inquiry and certain government inquiries in other jurisdictions remain ongoing. The FTC also continues to monitor us and our compliance with the modified consent order and initiated an administrative proceeding against us, which we are challenging, that alleges deficient compliance and violations of the Children's Online Privacy Protection Act (COPPA), the COPPA Rule, and Section 5 of the Federal Trade Commission Act and seeks changes to our business. If we are unsuccessful in our challenge to the FTC's action and the agency imposes its proposed order in its current form, we would be subject to significant limitations, including on our ability to launch new and modified products or use data of users under 18 years old. We also notify the IDPC, our lead European Union privacy regulator under the GDPR, and other regulators of certain other personal data breaches and privacy issues, and are subject to inquiries and investigations by the IDPC and other regulators regarding various aspects of our regulatory compliance. We have been, and may in the future be, subject to penalties, fines, and requirements to change our business practices as a result of such inquiries and investigations. In addition, we are subject to a lawsuit by the state of Texas in connection with the \"tag suggestions\" feature and other uses of facial recognition technology."}
-{"_id": "META20230421", "title": "META Table of Contents", "text": "We are also subject to various litigation and formal and informal inquiries and investigations by competition authorities in the United States, Europe, and other jurisdictions, which relate to many aspects of our business, including with respect to users and advertisers. Such inquiries, investigations, and lawsuits concern, among other things, our business practices in the areas of social networking or social media services, messaging services, digital advertising, and/or mobile or online applications, as well as our acquisitions. For example, beginning in 2019, we became the subject of antitrust inquiries and investigations by the FTC and the U.S. Department of Justice. Beginning in 2020, we became subject to a lawsuit by the FTC alleging that we violated antitrust laws, including by acquiring Instagram in 2012 and WhatsApp in 2014. The complaint seeks a permanent injunction against our company's alleged violations of the antitrust laws, and other equitable relief, including divestiture or reconstruction of Instagram and WhatsApp. In addition, in December 2022, the European Commission issued a Statement of Objections alleging that we tie Facebook Marketplace to Facebook and use data in a manner that infringes European Union competition rules. We are also subject to other government inquiries and investigations relating to our business activities and disclosure practices. For example, beginning in September 2021, we became subject to government investigations and requests relating to allegations and the release of internal company documents by a former employee."}
-{"_id": "META20230423", "title": "META Table of Contents", "text": "Orders issued by, or inquiries or enforcement actions initiated by, government or regulatory authorities could cause us to incur substantial costs, expose us to civil and criminal liability (including liability for our personnel) or penalties (including substantial monetary remedies), interrupt or require us to change our business practices in a manner materially adverse to our business (including changes to our products or user data practices), result in negative publicity and reputational harm, divert resources and the time and attention of management from our business, or subject us to other structural or behavioral remedies that adversely affect our business, and we have experienced some of these adverse effects to varying degrees from time to time."}
-{"_id": "META20230424", "title": "META Table of Contents", "text": "Compliance with our FTC consent order, the GDPR, the CCPA, as amended by the CPRA, the ePrivacy Directive, the DMA, the DSA, and other regulatory and legislative privacy requirements require significant operational resources and modifications to our business practices, and any compliance failures may have a material adverse effect on our business, reputation, and financial results."}
-{"_id": "META20230425", "title": "META Table of Contents", "text": "We are engaged in ongoing privacy compliance and oversight efforts, including in connection with our modified consent order with the FTC, requirements of the GDPR, and other current and anticipated regulatory and legislative requirements around the world, such as the CCPA, as amended by the CPRA, ePrivacy Directive, DMA, DSA, the Korean Personal Information Protection Act, and the Indian Digital Personal Data Protection Act. In particular, we are maintaining a comprehensive privacy program in connection with the FTC consent order that includes substantial management and board of directors oversight, stringent operational requirements and reporting obligations, prohibitions against making misrepresentations relating to user data, a process to regularly certify our compliance with the privacy program to the FTC, and regular assessments of our privacy program by an independent third-party assessor, which has been and will continue to be challenging and costly to maintain and enhance. These compliance and oversight efforts are increasing demand on our systems and resources, and require significant new and ongoing investments, including investments in compliance processes, personnel, and technical infrastructure. We continually reallocate resources internally to assist with these efforts, and this has had, and will continue to have, an adverse impact on our other business initiatives. In addition, these efforts require substantial modifications to our business practices and make some practices such as product and ads development more difficult, time-consuming, and costly. As a result, we believe our ability to develop and launch new features, products, and services in a timely manner has been and will continue to be adversely affected. Further, our privacy compliance and oversight efforts have required, and we expect will continue to require, significant time and attention from our management and board of directors. The requirements of the FTC consent order and other privacy-related laws and regulations are complex and apply broadly to our business, and from time to time we notify relevant authorities of instances where we are not in full compliance with these requirements or otherwise discover privacy issues, and we expect to continue to do so as any such issues arise in the future. In addition, regulatory and legislative privacy requirements are constantly evolving and can be subject to significant change and uncertain interpretation. For example, we are subject to restrictions and requirements under the DMA, including in areas such as the combination of data across services and product design, which will likely be subject to further interpretation and regulatory engagement."}
-{"_id": "META20230426", "title": "META Table of Contents", "text": "The FTC initiated an administrative proceeding against us alleging, among other things, deficient compliance with the FTC consent order and seeking substantial modifications to the requirements of the consent order, including a prohibition on our use of minors' data for any commercial purposes, changes to the composition of our board of directors, and significant limitations on our ability to modify and launch new products. We are challenging the FTC's administrative proceeding. If the challenge is unsuccessful and the FTC is able to impose the proposed order in its current form, it would limit our ability to provide certain features and services, engage in certain business practices, require us to further increase the time, resources, and costs we spend on compliance and oversight efforts, and would adversely affect our business and financial results."}
-{"_id": "META20230428", "title": "META Table of Contents", "text": "If we are unable to successfully implement and comply with the mandates of the FTC consent order (including any future modifications to the order), GDPR, U.S. state privacy laws, including the CCPA, ePrivacy Directive, DMA, DSA, or other regulatory or legislative requirements, or if any relevant authority believes that we are in violation of the consent order or other applicable requirements, we may be subject to regulatory or governmental investigations or lawsuits, which may result in significant monetary fines, judgments, penalties, or other remedies, and we may also be required to make additional changes to our business practices. Any of these events could have a material adverse effect on our business, reputation, and financial results."}
-{"_id": "META20230430", "title": "META Table of Contents", "text": "We may incur liability as a result of information retrieved from or transmitted over the internet or published using our products or as a result of claims related to our products, and legislation regulating content on our platform may require us to change our products or business practices and may adversely affect our business and financial results."}
-{"_id": "META20230431", "title": "META Table of Contents", "text": "We have faced, currently face, and will continue to face claims and government inquiries relating to information or content that is published or made available on our products, including claims, inquiries, and investigations relating to our policies, algorithms, and enforcement actions with respect to such information or content. In particular, the nature of our business exposes us to claims related to defamation, dissemination of misinformation or news hoaxes, deceptive and fraudulent advertising, discrimination, harassment, intellectual property rights, rights of publicity and privacy, personal injury torts, laws regulating hate speech or other types of content, on- or offline safety and well-being (such as acts of violence, terrorism, improper promotion or distribution of pharmaceuticals and illicit drugs, human exploitation, child exploitation, illegal gaming, and other fraudulent or otherwise illegal activity), products liability, consumer protection, and breach of contract, among others. For example, we have recently seen an increase in claims brought by younger users related to well-being issues based on allegedly harmful content that is shared on or recommended by our products. In addition, we have been subject to litigation alleging that our ad targeting and delivery practices constitute violations of anti-discrimination laws."}
-{"_id": "META20230432", "title": "META Table of Contents", "text": "The potential risks relating to any of the foregoing types of claims are currently enhanced in certain jurisdictions outside the United States where our protection from liability for third-party actions may be unclear or where we may be less protected under local laws than we are in the United States. For example, in April 2019, the European Union passed a directive (the European Copyright Directive) expanding online platform liability for copyright infringement and regulating certain uses of news content online, which most member states have already implemented into their national laws. In addition, the European Union revised the European Audiovisual Media Service Directive to apply to online video-sharing platforms, which member states are implementing. In the United States, in 2023, the U.S. Supreme Court heard oral argument in a matter in which the scope of the protections available to online platforms under Section 230 of the Communications Decency Act (Section 230) was at issue, but it ultimately declined to address Section 230 in its decision. There also have been, and continue to be, various other litigation concerning, and state and federal legislative and executive efforts to remove or restrict, the scope of the protections under Section 230, as well as to impose new obligations on online platforms with respect to commerce listings, user access and content, counterfeit goods and copyright-infringing material, and our current protections from liability for third-party content in the United States could decrease or change. We could incur significant costs investigating and defending such claims and, if we are found liable, significant damages."}
-{"_id": "META20230433", "title": "META Table of Contents", "text": "We could also face fines, orders restricting or blocking our services in particular geographies, or other judicial or government-imposed remedies as a result of content hosted on our services. For example, legislation in Germany and India has resulted, and may result in the future, in the imposition of fines or other penalties for failure to comply with certain content removal, law enforcement cooperation, and disclosure obligations. Numerous other countries in Europe, the Middle East, Asia-Pacific, and Latin America are considering or have implemented similar legislation imposing liability or potentially significant penalties, including fines, service throttling, or advertising bans, for failure to remove certain types of content or follow certain processes. For example, we have been subject to fines and may in the future be subject to other penalties in connection with social media legislation in Turkey, and we have been subject to fines and service blocking and prohibition in Russia. Content-related legislation also has required us, and may require us in the future, to change our products or business practices, increase our costs, or otherwise impact our operations or our ability to provide services in certain geographies. For example, the European Copyright Directive requires certain online services to obtain authorizations for copyrighted content or to implement measures to prevent the availability of that content, which may require us to make substantial investments in compliance processes. Member states' laws implementing the European Copyright Directive may also require online platforms to pay for content. In addition, our products and services are subject to restrictions and requirements, and we are subject to increased compliance costs, as a result of the Digital Services Act in the European Union, which started to apply to our business as of August 2023, and other content-related legislative developments such as the Online Safety and Media Regulation Act in Ireland and the Online Safety Act in the United Kingdom. Certain countries have also implemented or proposed legislation that may require us to pay publishers for certain news content shared on our products. For example, as a result of such legislation in Canada, we have removed the availability of news content for Canadian users on Facebook and Instagram. In the United States, changes to the protections available under Section 230 or the First Amendment to the U.S. Constitution or new state or federal content-related legislation may increase our costs or require significant changes to our products, business practices, or operations, which could adversely affect user growth and engagement."}
-{"_id": "META20230435", "title": "META Table of Contents", "text": "Any of the foregoing events could adversely affect our business and financial results."}
-{"_id": "META20230437", "title": "META Table of Contents", "text": "Payment-related activities may subject us to additional regulatory requirements, regulatory actions, and other risks that could be costly and difficult to comply with or that could harm our business."}
-{"_id": "META20230438", "title": "META Table of Contents", "text": "Several of our products offer Payments functionality, including enabling our users to purchase tangible, virtual, and digital goods from merchants and developers that offer applications using our Payments infrastructure, send money to other users, and make donations to certain charitable organizations, among other activities. We are subject to a variety of laws and regulations in the United States, Europe, and elsewhere, including those governing anti-money laundering and counter-terrorist financing, money transmission, stored value, gift cards and other prepaid access instruments, electronic funds transfer, virtual currency, consumer protection, charitable fundraising, economic sanctions, and import and export restrictions. In addition, we could become subject to new consumer protection laws and regulations that may be adopted or amended, including those related to payments activity as well as sharing, collection, and use of payments-related data. Depending on how our Payments products evolve, we may also be subject to other laws and regulations including those governing gambling, banking, and lending. In some jurisdictions, the application or interpretation of these laws and regulations is not clear. We have received certain payments licenses in the United States, the European Economic Area, and other jurisdictions for our regulated Payments-related products and activities. These licenses increase flexibility in how our use of Payments may evolve, help mitigate regulatory uncertainty, and will generally require us to demonstrate compliance with many domestic and foreign laws in relation to our regulated Payments products and activities. Our efforts to comply with these laws and regulations could be costly and result in diversion of management time and attention and may still not guarantee compliance. In the event that we are found to be in violation of any such legal or regulatory requirements, we may be subject to monetary fines or other penalties such as a cease and desist order, or we may be required to make product changes, any of which could have an adverse effect on our business and financial results."}
-{"_id": "META20230439", "title": "META Table of Contents", "text": "In addition, we are subject to a variety of additional risks as a result of Payments transactions, including: increased costs and diversion of management time and attention and other resources to address bad transactions or customer disputes; potential fraudulent or otherwise illegal activity by users, developers, employees, or third parties; restrictions on the investment of consumer funds used to transact Payments; and additional disclosure and reporting requirements. We have also launched payments functionality on certain of our applications and may in the future undertake additional payments initiatives, including as part of our metaverse efforts, which may subject us to many of the foregoing risks and additional licensing requirements."}
-{"_id": "META20230441", "title": "META Risks Related to Data, Security, Platform Integrity, and Intellectual Property", "text": "Security breaches, improper access to or disclosure of our data or user data, other hacking and phishing attacks on our systems, or other cyber incidents could harm our reputation and adversely affect our business."}
-{"_id": "META20230443", "title": "META Risks Related to Data, Security, Platform Integrity, and Intellectual Property", "text": "Our industry is prone to cyber-attacks by third parties seeking unauthorized access to our data or users' data or to disrupt our ability to provide service. Our products and services involve the collection, storage, processing, and transmission of a large amount of data. Any failure to prevent or mitigate security breaches and improper access to or disclosure of our data or user data, including personal information, content, or payment information from users, or information from marketers, could result in the loss, modification, disclosure, destruction, or other misuse of such data, which could harm our business and reputation and diminish our competitive position. In addition, computer malware, viruses, social engineering (such as spear phishing attacks), scraping, and general hacking continue to be prevalent in our industry, have occurred on our systems, and will occur on our systems in the future. We also regularly encounter attempts to create false or undesirable user accounts, purchase ads, or take other actions on our platform for purposes such as spamming, spreading misinformation, or other illegal, illicit, or otherwise objectionable ends. As a result of our prominence, the size of our user base, the types and volume of personal data and content on our systems, and the evolving nature of our products and services (including our efforts involving new and emerging technologies), we believe that we are a particularly attractive target for such breaches and attacks, including from nation states and highly sophisticated, state-sponsored, or otherwise well-funded actors, and we experience heightened risk from time to time as a result of geopolitical events. Our efforts to address undesirable activity on our platform also increase the risk of retaliatory attacks. Such breaches and attacks may cause interruptions to the services we provide, degrade the user experience or otherwise adversely affect users, cause users or marketers to lose confidence and trust in our products, impair our internal systems, or result in financial harm to us. Our efforts to protect our company data or the information we receive, and to disable undesirable activities on our platform, may also be unsuccessful due to software bugs or other technical malfunctions; employee, contractor, or vendor error or malfeasance, including social engineering or other cyber-attacks directed towards our personnel, misuse of company data or systems by our personnel, as well as defects or vulnerabilities in our vendors' information technology systems or offerings; government surveillance; breaches of physical security of our facilities, technical infrastructure, or other equipment; or other threats that evolve. In addition, third parties"}
-{"_id": "META20230445", "title": "META Table of Contents", "text": "may attempt to fraudulently induce employees or users to disclose information in order to gain access to our data or our users' data. Cyber-attacks continue to evolve in sophistication and volume, and inherently may be difficult to detect for long periods of time. Although we have developed systems and processes that are designed to protect our data and user data, to reduce the risk of data loss or misuse, to disable undesirable accounts and activities on our platform, and to reduce the risk of or detect security breaches, such measures will not provide absolute security, and we cannot assure you that we will be able to react in a timely manner to any cyber-attacks or other security incidents, or that our remediation efforts will be successful. Our business and operations span numerous geographies around the world and involve thousands of employees, contractors, vendors, developers, partners, and other third parties. At any given time, we face known and unknown cybersecurity risks and threats that are not fully mitigated, and we discover vulnerabilities in our security efforts."}
-{"_id": "META20230446", "title": "META Table of Contents", "text": "In addition, some of our developers or other partners, such as those that help us measure the effectiveness of ads, may receive or store information provided by us or by our users through mobile or web applications integrated with our products. We provide limited information to such third parties based on the scope of services provided to us. However, if these third parties or developers fail to adopt or adhere to adequate data security practices, or in the event of a breach of their networks, our data or our users' data may be improperly accessed, used, or disclosed."}
-{"_id": "META20230447", "title": "META Table of Contents", "text": "We regularly experience such cyber-attacks and other security incidents of varying degrees, and we incur significant costs in protecting against or remediating such incidents. In addition, we are subject to a variety of laws and regulations in the United States and abroad relating to cybersecurity and data protection, as well as obligations under our modified consent order with the FTC. As a result, affected users or government authorities could initiate legal or regulatory actions against us in connection with any actual or perceived security breaches or improper access to or disclosure of data, which has occurred in the past and which could cause us to incur significant expense and liability or result in orders or consent decrees forcing us to modify our business practices. Such incidents or our efforts to remediate such incidents may also result in a decline in our active user base or engagement levels. Any of these events could have a material and adverse effect on our business, reputation, or financial results."}
-{"_id": "META20230448", "title": "META Table of Contents", "text": "For example, in September 2018, we announced our discovery of a third-party cyber-attack that exploited a vulnerability in Facebook's code to steal user access tokens, which were then used to access certain profile information from approximately 29 million user accounts on Facebook. The events surrounding this cyber-attack became the subject of Irish Data Protection Commission and other government inquiries. Any such inquiries could subject us to substantial fines and costs, require us to change our business practices, divert resources and the attention of management from our business, or adversely affect our business."}
-{"_id": "META20230449", "title": "META Table of Contents", "text": "Intentional misuse of our services and user data and other undesirable activity by third parties on our platform could adversely affect our business."}
-{"_id": "META20230450", "title": "META Table of Contents", "text": "We have experienced, and expect to continue to experience, intentional misuse of our services and user data by third parties, as well as other undesirable, illicit, or high-risk activity on our platform. We are making significant investments in privacy, safety, security, and content review efforts to combat these activities, including investigations and audits of platform applications, as well as other enforcement efforts. We have discovered and announced, and anticipate that we will continue to discover and announce, additional incidents of misuse of user data or other undesirable or illicit activity by third parties. We will not discover all such incidents or activity, whether as a result of our data or technical limitations, including our lack of visibility over our encrypted services, the scale of activity on our platform, the allocation of resources to other projects, or other factors, and we may be notified of such incidents or activity by the independent privacy assessor required under our modified consent order with the FTC, government authorities, the media, or other third parties."}
-{"_id": "META20230451", "title": "META Table of Contents", "text": "Such incidents and activities include the use of user data or our systems in a manner inconsistent with our terms, contracts or policies, the existence of false or undesirable user accounts, election interference, improper advertising practices, activities that threaten people's safety or well-being on- or offline (such as acts of violence, terrorism, improper promotion or distribution of pharmaceuticals and illicit drugs, human exploitation, child exploitation, and illegal gaming), instances of spamming, surveillance, scraping, data harvesting, unsecured datasets, or spreading misinformation, or other fraudulent or otherwise illegal activity. We may also be unsuccessful in our efforts to enforce our policies or otherwise prevent or remediate any such incidents."}
-{"_id": "META20230453", "title": "META Table of Contents", "text": "Consequences of any of the foregoing developments include negative effects on user trust and engagement, harm to our reputation and brands, changes to our business practices in a manner adverse to our business, and adverse effects on our business and financial results. Such developments have subjected, and may in the future subject, us to additional litigation"}
-{"_id": "META20230455", "title": "META Table of Contents", "text": "and regulatory inquiries, which could subject us to monetary penalties and damages, divert management's time and attention, and lead to enhanced regulatory oversight."}
-{"_id": "META20230456", "title": "META Table of Contents", "text": "Our products and internal systems rely on software and hardware that is highly technical, and any errors, bugs, or vulnerabilities in these systems, or failures to address or mitigate technical limitations in our systems, could adversely affect our business."}
-{"_id": "META20230457", "title": "META Table of Contents", "text": "Our products and internal systems rely on software and hardware, including software and hardware developed or maintained internally and/or by third parties (including open source software), that is highly technical and complex. In addition, our products and internal systems depend on the ability of such software and hardware to store, retrieve, process, and manage immense amounts of data. The software and hardware on which we rely has contained, and will in the future contain, errors, bugs, or vulnerabilities, and our systems are subject to certain technical limitations that may compromise our ability to meet our objectives. Some errors, bugs, or vulnerabilities inherently may be difficult to detect and may only be discovered after the code has been released for external or internal use. For example, in September 2018, we announced our discovery of a third-party cyber-attack that exploited a vulnerability in Facebook's code to steal user access tokens and access certain profile information from user accounts on Facebook. Errors, bugs, vulnerabilities, design defects, or technical limitations within the software and hardware on which we rely, or human error in using such systems, have led to, and may in the future lead to, outcomes including a negative experience or other adverse effects for users and marketers who use our products, compromised ability of our products to perform in a manner consistent with our terms, contracts, or policies, delayed product introductions or enhancements, targeting, measurement, or billing errors, compromised ability to protect the data of our users and/or our intellectual property or other data, or reductions in our ability to provide some or all of our services. For example, we make commitments to our users as to how their data will be collected, used, shared, and retained within and across our products, and our systems are subject to errors, bugs and technical limitations that may prevent us from fulfilling these commitments reliably. In addition, any errors, bugs, vulnerabilities, or defects in our systems or the software and hardware on which we rely, failures to properly address or mitigate the technical limitations in our systems, or associated degradations or interruptions of service or failures to fulfill our commitments to our users, have led to, and may in the future lead to, outcomes including damage to our reputation, loss of users, loss of marketers, loss of revenue, regulatory inquiries, litigation, or liability for fines, damages, or other remedies, any of which could adversely affect our business and financial results."}
-{"_id": "META20230458", "title": "META Table of Contents", "text": "If we are unable to protect our intellectual property, the value of our brands and other intangible assets may be diminished, and our business may be adversely affected."}
-{"_id": "META20230460", "title": "META Table of Contents", "text": "We rely and expect to continue to rely on a combination of confidentiality, assignment, and license agreements with our employees, consultants, and third parties with whom we have relationships, as well as trademark, copyright, patent, trade secret, and domain name protection laws, to protect our proprietary rights. In the United States and internationally, we have filed various applications for protection of certain aspects of our intellectual property, and we currently hold a significant number of registered trademarks and issued patents in multiple jurisdictions and have acquired patents and patent applications from third parties. Third parties may knowingly or unknowingly infringe our proprietary rights, third parties may challenge proprietary rights held by us, and pending and future trademark and patent applications may not be approved. In addition, effective intellectual property protection may not be available in every country in which we operate or intend to operate our business. In any or all of these cases, we may be required to expend significant time and expense in order to prevent infringement or to enforce our rights. Although we have generally taken measures to protect our proprietary rights, there can be no assurance that others will not offer products or concepts that are substantially similar to ours and compete with our business. In addition, we regularly contribute software source code under open source and other permissive licenses and have made other technology we developed available under such licenses, and we include open source software in our products. Additionally, our AI is trained on data sets that may include open source software and the outputs of our AI may be subject to open source license restrictions or obligations. As a result of our open source contributions and the use of open source in our products, we may license or be required to license or disclose code and/or innovations that turn out to be material to our business and may also be exposed to increased litigation risk. If the protection of our proprietary rights is inadequate to prevent unauthorized use or appropriation by third parties, the value of our brands and other intangible assets may be diminished and competitors may be able to more effectively mimic our products, services, and methods of operations. Any of these events could have an adverse effect on our business and financial results."}
-{"_id": "META20230462", "title": "META Table of Contents", "text": "We are currently, and expect to be in the future, party to patent, trademark, and copyright lawsuits and other intellectual property rights claims that are expensive and time consuming and, if resolved adversely, could have a significant impact on our business, financial condition, or results of operations."}
-{"_id": "META20230463", "title": "META Table of Contents", "text": "Companies in the internet, technology, and media industries own large numbers of patents, copyrights, trademarks, and trade secrets, and frequently enter into litigation based on allegations of infringement, misappropriation, or other violations of intellectual property or other rights. In addition, various \"non-practicing entities\" that own patents and other intellectual property rights often attempt to aggressively assert their rights in order to extract value from technology companies. Furthermore, from time to time we may introduce or acquire new products, including in areas where we historically have not competed, or introduce new features for existing products, which could increase our exposure to intellectual property claims from competitors, non-practicing entities, and other rights holders."}
-{"_id": "META20230464", "title": "META Table of Contents", "text": "From time to time, we receive notice from patent, copyright, and trademark holders and other parties alleging that certain of our products and services, trademarks, or user content, infringe their intellectual property rights. We presently are involved in a number of intellectual property lawsuits, and as we face increasing competition and develop new products and services, we expect the number of intellectual property claims against us to grow. Defending intellectual property litigation is often costly and can impose a significant burden on management and employees, and there can be no assurances that favorable final outcomes will be obtained in all cases. In addition, plaintiffs may seek, and we may become subject to, preliminary or provisional rulings in the course of any such litigation, including potential preliminary injunctions requiring us to change or cease some or all of our operations. We may decide to settle such lawsuits and disputes on terms that are unfavorable to us. Similarly, if any litigation to which we are a party is resolved adversely, we may be subject to an unfavorable judgment that may not be reversed upon appeal. The terms of such a settlement or judgment may require us to change or cease some or all of our operations or pay substantial amounts to the other party. In addition, we may have to seek a license to continue practices found to be in violation of a third party's rights, which may not be available on reasonable terms, or at all, and may significantly increase our operating costs and expenses. As a result, we may also be required to develop alternative non-infringing technology or practices, or branding or discontinue the practices or branding. The development of alternative non-infringing technology, branding or practices could require significant effort and expense, could result in less effective technology, branding or practices or otherwise negatively affect the user experience, or may not be feasible. We have experienced unfavorable outcomes in such disputes and litigation in the past, and our business, financial condition, and results of operations could be adversely affected as a result of an unfavorable resolution of the disputes and litigation referred to above."}
-{"_id": "META20230466", "title": "META Risks Related to Ownership of Our Class A Common Stock", "text": "The trading price of our Class A common stock has been and will likely continue to be volatile."}
-{"_id": "META20230474", "title": "META Risks Related to Ownership of Our Class A Common Stock", "text": "The trading price of our Class A common stock has been, and is likely to continue to be, volatile. Since shares of our Class A common stock were sold in our initial public offering in May 2012 at a price of $38.00 per share, our stock price has ranged from $17.55 to $384.33 through December 31, 2023. In addition to the factors discussed in this Annual Report on Form 10-K, the trading price of our Class A common stock has in the past fluctuated and may in the future fluctuate significantly in response to numerous factors, many of which are beyond our control, including: \u2022actual or anticipated fluctuations in our revenue and other operating results for either of our reportable segments; \u2022the financial projections we may provide to the public, any changes in these projections, or our failure to meet these projections; \u2022actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors; \u2022additional shares of our stock being sold into the market by us, our existing stockholders, or in connection with acquisitions, or the anticipation of such sales; \u2022investor sentiment with respect to our competitors, our business partners, and our industry in general; \u2022announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;"}
-{"_id": "META20230484", "title": "META Table of Contents", "text": " \u2022announcements by us or estimates by third parties of actual or anticipated changes in the size of our user base, the level of user engagement, or the effectiveness of our ad products; \u2022changes in operating performance and stock market valuations of technology companies in our industry, including our developers and competitors; \u2022price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; \u2022the inclusion, exclusion, or deletion of our stock from any trading indices, such as the S&P 500 Index; \u2022media coverage of our business and financial performance; \u2022lawsuits threatened or filed against us, or developments in pending lawsuits; \u2022adverse government actions or legislative or regulatory developments relating to advertising, competition, content, privacy, or other matters, including interim or final rulings by tax, judicial, or regulatory bodies; \u2022trading activity in our share repurchase program; and \u2022other events or factors, including those resulting from war, incidents of terrorism, pandemics, and other disruptive external events, or responses to these events."}
-{"_id": "META20230485", "title": "META Table of Contents", "text": "In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many technology companies. We are currently subject to securities litigation in connection with our platform and user data practices and the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies; the disclosure of our earnings results for the second quarter of 2018; a former employee's allegations and release of internal company documents beginning in September 2021; and the disclosure of our earnings results for the fourth quarter of 2021. We may experience more such litigation following future periods of volatility. Any securities litigation could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business."}
-{"_id": "META20230486", "title": "META Table of Contents", "text": "The dual class structure of our common stock has the effect of concentrating voting control with our CEO and certain other holders of our Class B common stock; this will limit or preclude your ability to influence corporate matters."}
-{"_id": "META20230487", "title": "META Table of Contents", "text": "Our Class B common stock has ten votes per share and our Class A common stock has one vote per share. Holders of our Class B common stock, including our founder, Board Chair, and CEO, together hold a majority of the combined voting power of our outstanding capital stock, and therefore are able to control the outcome of all matters submitted to our stockholders for approval so long as the shares of Class B common stock represent at least 9.1% of all outstanding shares of our Class A and Class B common stock. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future."}
-{"_id": "META20230489", "title": "META Table of Contents", "text": "Transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, subject to limited exceptions, such as certain transfers effected for estate planning or charitable purposes. The conversion of Class B common stock to Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term. If, for example, Mr. Zuckerberg retains a significant portion of his holdings of Class B common stock for an extended period of time, he could, in the future, continue to control a majority of the combined voting power of our outstanding capital stock."}
-{"_id": "META20230491", "title": "META Table of Contents", "text": "Our status as a \"controlled company\" could make our Class A common stock less attractive to some investors or otherwise harm our stock price."}
-{"_id": "META20230492", "title": "META Table of Contents", "text": "Because we qualify as a \"controlled company\" under the corporate governance rules for Nasdaq-listed companies, we are not required to have a majority of our board of directors be independent, nor are we required to have a compensation committee or an independent nominating function. In the future we could elect not to have a majority of our board of directors be independent or not to have a compensation committee or an independent nominating function. Accordingly, should the interests of our controlling stockholder differ from those of other stockholders, the other stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance rules for Nasdaq-listed companies. Our status as a controlled company could make our Class A common stock less attractive to some investors or otherwise harm our stock price."}
-{"_id": "META20230493", "title": "META Table of Contents", "text": "Delaware law and provisions in our certificate of incorporation and bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of our Class A common stock."}
-{"_id": "META20230505", "title": "META Table of Contents", "text": "Our status as a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay, or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change of control would be beneficial to our existing stockholders. In addition, our current certificate of incorporation and bylaws contain provisions that may make the acquisition of our company more difficult, including the following: \u2022until the first date on which the outstanding shares of our Class B common stock represent less than 35% of the combined voting power of our common stock, any transaction that would result in a change in control of our company requires the approval of a majority of our outstanding Class B common stock voting as a separate class; \u2022we currently have a dual class common stock structure, which provides Mr. Zuckerberg with the ability to control the outcome of matters requiring stockholder approval, even if he owns significantly less than a majority of the shares of our outstanding Class A and Class B common stock; \u2022when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock, certain amendments to our certificate of incorporation or bylaws will require the approval of two-thirds of the combined vote of our then-outstanding shares of Class A and Class B common stock; \u2022when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our common stock, vacancies on our board of directors will be able to be filled only by our board of directors and not by stockholders; \u2022when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our common stock, our board of directors will be classified into three classes of directors with staggered three-year terms and directors will only be able to be removed from office for cause; \u2022when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our common stock, our stockholders will only be able to take action at a meeting of stockholders and not by written consent; \u2022only our board chair, our chief executive officer, our president, or a majority of our board of directors are authorized to call a special meeting of stockholders; \u2022advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders; \u2022our certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established, and shares of which may be issued, without stockholder approval; and \u2022certain litigation against us can only be brought in Delaware."}
-{"_id": "META20230509", "title": "META Staff Comments", "text": "None."}
-{"_id": "META20230510", "title": "META Staff Comments", "text": "At Meta, cybersecurity risk management is an important part of our overall risk management efforts. Our industry is prone to cybersecurity threats and attacks, and we regularly experience cybersecurity incidents of varying degrees. We believe we are a particularly attractive target as a result of our prominence and scale, the types and volume of personal data and content on our systems, and the evolving nature of our products and services. Our products and services reach billions of users and involve the collection, storage, processing, and transmission of a large amount of data. In addition, our business and operations span numerous geographies around the world, involve thousands of employees, contractors, vendors, developers, partners, and other third parties, and rely on software and hardware that is highly technical and complex. We maintain an information security program that is comprised of policies and controls designed to mitigate cybersecurity risk. However, at any given time, we face known and unknown cybersecurity risks and threats that are not fully mitigated, and we discover vulnerabilities in our program. We continuously work to enhance our information security program and risk management efforts."}
-{"_id": "META20230511", "title": "META Staff Comments", "text": "We use a risk management framework based on applicable laws and regulations, and informed by industry standards and industry-recognized practices, for managing cybersecurity risks within our products and services, infrastructure, and corporate resources. To identify and assess risks from cybersecurity threats, we evaluate a variety of developments including threat intelligence, first- and third-party vulnerabilities, evolving regulatory requirements, and observed cybersecurity incidents, among others. We regularly conduct risk assessments to evaluate the maturity and effectiveness of our systems and processes in addressing cybersecurity threats and to identify any areas for remediation and opportunities for enhancements. We also engage third-party security experts and consultants to assist with assessment and enhancement of our cybersecurity risk management processes, as well as benchmarking against industry practices. In addition, we maintain a privacy risk management program to assess privacy risks related to how we are collecting, using, sharing, and storing user data, which is subject to assessment by an independent, third-party privacy assessor. Our internal audit function provides independent assessment and assurance on the overall operations of our cybersecurity and privacy programs and the supporting control frameworks. These processes support informed risk-based decision-making and prioritization of cybersecurity countermeasures and risk mitigation strategies. Our risk mitigation strategies include a broad variety of technical and operational measures, as well as annual cybersecurity and privacy training for all of our employees."}
-{"_id": "META20230512", "title": "META Staff Comments", "text": "In addition, we maintain specific policies and practices governing our third-party security risks, including our third-party assessment (TPA) process. Under our TPA process, we gather information from certain third parties who contract with Meta and share or receive data, or have access to or integrate with our systems, in order to help us assess potential risks associated with their security controls. We also generally require third parties to, among other things, maintain security controls to protect our confidential information and data, and notify us of material data breaches that may impact our data."}
-{"_id": "META20230513", "title": "META Staff Comments", "text": "Our board of directors has oversight of our strategic and business risk management and has delegated cybersecurity risk management oversight to the audit & risk oversight committee of our board of directors (Audit & Risk Oversight Committee). Our Audit & Risk Oversight Committee is responsible for ensuring that management has processes in place designed to identify and evaluate cybersecurity risks to which the company is exposed and to implement processes and programs to manage cybersecurity risks and mitigate cybersecurity incidents. The privacy committee of our board of directors (Privacy Committee) oversees risks related to privacy and data use, including overseeing compliance with our comprehensive privacy program. Management is responsible for identifying, assessing, and managing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures, maintaining cybersecurity policies and procedures, and providing regular reports to our board of directors, including through the Audit & Risk Oversight Committee and Privacy Committee."}
-{"_id": "META20230515", "title": "META Staff Comments", "text": "Our Chief Information Security Officer (CISO) Guy Rosen leads our cybersecurity program and oversees teams across the company supporting our security functions of identify, prevent, detect, respond, and recover. These teams are comprised of personnel with a broad range of experience across the private and public sectors, the technology industry, and different geographic regions. Mr. Rosen has two decades of experience in various cybersecurity, software development, product management, and other technology-related roles. Mr. Rosen has served in a number of significant leadership roles at our company since 2013, including oversight of security, safety, and integrity initiatives, and was appointed as our CISO in 2022."}
-{"_id": "META20230517", "title": "META Table of Contents", "text": "Prior to joining our company, Mr. Rosen served in senior leadership, engineering, and operational roles across technology organizations."}
-{"_id": "META20230518", "title": "META Table of Contents", "text": "Our cybersecurity teams monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents through a variety of technical and operational measures, and regularly report to our CISO. Our CISO is part of the senior management team at the company and regularly updates the Audit & Risk Oversight Committee on the company\u2019s cybersecurity program, including cybersecurity risks, incidents, and mitigation strategies."}
-{"_id": "META20230520", "title": "META Table of Contents", "text": "In 2023, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents. For additional information about these risks, see Part I, Item 1A, \"Risk Factors\" in this Annual Report on Form 10-K."}
-{"_id": "META20230521", "title": "META Table of Contents", "text": "Our corporate headquarters are located in Menlo Park, California. As of December 31, 2023, we owned and leased approximately 10 million square feet of office and building space for our corporate headquarters and in the surrounding areas, which included approximately three million square feet of unoccupied office and building space that we plan to either sublease, early terminate, or abandon related to our facilities consolidation restructuring efforts. We also owned and leased approximately 62 acres of land to be developed to accommodate anticipated future growth."}
-{"_id": "META20230522", "title": "META Table of Contents", "text": "In addition, we have offices in approximately 90 cities across North America, Europe, the Middle East, Africa, Asia Pacific, and Latin America. We also own 21 data center locations globally."}
-{"_id": "META20230523", "title": "META Table of Contents", "text": "See Note 3 \u2014 Restructuring in the notes to the consolidated financial statements included in Part II, Item 8, \"Financial Statements and Supplementary Data\" of this Annual Report on Form 10-K for additional information regarding our facilities consolidation efforts."}
-{"_id": "META20230524", "title": "META Table of Contents", "text": "We believe that our facilities are adequate for our current needs."}
-{"_id": "META20230526", "title": "META Proceedings", "text": "As a multinational company with a complex and evolving business, we are, and expect to continue to be, subject to numerous claims, litigation, regulatory, tax, and government inquiries and investigations, and other legal proceedings in jurisdictions around the world. Although we believe many of these matters are without merit and are vigorously defending them, we may not be successful. Any litigation to which we are a party may be resolved adversely or we may be subject to an unfavorable judgment that may not be reversed upon appeal. We may also decide to settle litigation, disputes, or other legal proceedings in some instances on terms that are unfavorable to us. In addition, we may become subject to orders or consent decrees imposed by government or regulatory authorities. Any such developments could cause us to incur substantial costs, expose us to civil and criminal liability (including liability for our personnel) or penalties (including substantial monetary remedies), interrupt or require us to change our business practices in a manner materially adverse to our business (including changes to our products and services or user data practices), result in negative publicity and reputational harm, divert resources and the time and attention of management from our business, or subject us to other structural or behavioral remedies that adversely affect our business. We have experienced such outcomes to varying degrees in the past, and we expect to continue to face a challenging litigation and regulatory environment, including in light of complex and evolving laws and regulations, as well as the scale of our business and the size of our user and advertiser base."}
-{"_id": "META20230528", "title": "META Proceedings", "text": "Over the last several years, the number and potential significance of the litigation and investigations involving the company have increased, and there can be no assurance that this trend will not continue. For example, we are facing numerous cases in the United States in which plaintiffs are attempting to avoid or limit the application of Section 230 of the Communications Decency Act to their claims. Outside of the United States, we are subject to new regulatory regimes, including the Digital Services Act, Digital Markets Act, and similar statutes in non-EU countries, and new fining guidelines under existing regulatory regimes like the General Data Protection Regulation (GDPR). We are also responding to litigation and government investigations related to our alleged role in causing or contributing to various societal harms, including mental and physical health and safety impacts on users, particularly younger users, child and adult sexual exploitation, illegal activity with respect to drugs, fraud, unlawful discrimination, and other harms potentially impacting large numbers of people."}
-{"_id": "META20230530", "title": "META Table of Contents", "text": "This is in addition to significant tax, antitrust, stockholder, and privacy litigation and investigations. Furthermore, as the number of our users and amount of our revenue have grown, our potential exposure to substantial damages awards and fines has increased."}
-{"_id": "META20230531", "title": "META Table of Contents", "text": "In some instances, particularly with novel legal and factual claims, new regulatory regimes or statutes that have not previously been enforced, or where the nature or type of enforcement pursued against us is novel, it can be very difficult to assess the likelihood or extent of potential liabilities, including the applicability and amount of any fines or penalties. While we have identified below certain matters that we believe to be material, there can be no assurance that additional material losses or limitations on our activities will not result from claims that have not yet been asserted or are not yet determined to be material."}
-{"_id": "META20230533", "title": "META Privacy and Related Matters", "text": "Beginning on March 20, 2018, multiple putative class actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging various causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. With respect to the putative class actions alleging fraud and violations of consumer protection, privacy, and other laws in connection with the same matters, several of the cases brought on behalf of consumers in the United States were consolidated in the U.S. District Court for the Northern District of California (In re Facebook, Inc., Consumer Privacy User Profile Litigation). On September 9, 2019, the court granted, in part, and denied, in part, our motion to dismiss the consolidated putative consumer class action. On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provides for a payment of $725 million by us. The settlement was approved by the court on October 10, 2023, and the payment was made in November 2023. In addition, our platform and user data practices, as well as the events surrounding the misuse of certain data by a developer, became the subject of U.S. Federal Trade Commission (FTC), state attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions. We entered into a settlement and modified consent order to resolve the FTC inquiry, which took effect in April 2020 and required us to pay a penalty of $5.0 billion and to significantly enhance our practices and processes for privacy compliance and oversight. The state attorneys general inquiry and certain government inquiries in other jurisdictions remain ongoing and could subject us to additional substantial fines and costs, require us to change our business practices, divert resources and the attention of management from our business, or adversely affect our business. On July 16, 2021, a stockholder derivative action was filed in Delaware Court of Chancery against certain of our directors and officers asserting breach of fiduciary duty and related claims relating to our historical platform and user data practices, as well as our settlement with the FTC. On July 20, 2021, other stockholders filed an amended derivative complaint in a related Delaware Chancery Court action, asserting breach of fiduciary duty and related claims against certain of our current and former directors and officers in connection with our historical platform and user data practices. On November 4, 2021, the lead plaintiffs filed a second amended and consolidated complaint in the stockholder derivative action. The pending consolidated matter is In re Facebook Inc. Derivative Litigation. On January 19, 2022, we filed a motion to dismiss, which was denied in part on May 10, 2023. The insider trading claim was dismissed as to all defendants except Mark Zuckerberg, and the motion was denied as to the breach of fiduciary duty claims."}
-{"_id": "META20230535", "title": "META Privacy and Related Matters", "text": "On May 3, 2023, the FTC filed a public administrative proceeding (In the Matter of Facebook, Inc.), seeking substantial changes to the modified consent order, which took effect in April 2020 after its entry by the U.S. District Court for the District of Columbia. The changes sought by the FTC are set forth in a proposed order and include, among others, a prohibition on our use of minors' data for any commercial purposes, changes to the composition of our board of directors, and significant limitations on our ability to modify and launch new products. On May 31, 2023, we filed a motion before the U.S. District Court for the District of Columbia (USA v. Facebook, Inc.) seeking to enjoin the FTC from further pursuing its agency process to modify the modified consent order. On November 27, 2023, the district court denied our motion, and we have appealed to the U.S. Court of Appeals for the District of Columbia Circuit (U.S. v. Facebook, Inc.) and sought to stay the FTC proceeding pending resolution of the appeal. On January 12, 2024, the district court denied our motion for a stay pending appeal and, on January 25, 2024, we filed a motion for a stay pending appeal before the Court of Appeals. On November 29, 2023, we separately filed a complaint, also in the U.S. District Court for the District of Columbia (Meta Platforms, Inc. v. FTC), asserting constitutional challenges to the structure of the FTC, and seeking to preliminarily enjoin the FTC proceeding during the pendency of the litigation. On December 13, 2023, the FTC filed an opposition to our motion for preliminary injunction and a motion to dismiss the complaint. Oral argument on our motion to enjoin and the FTC's motion to dismiss is scheduled for March 1, 2024. If the FTC proceeding is not enjoined or stayed, our response in the proceeding will be due on March 15, 2024, after which time the FTC could amend the order to impose these additional requirements set forth in the proposed order. We should have the opportunity to appeal an FTC decision modifying the order and could request the"}
-{"_id": "META20230537", "title": "META Table of Contents", "text": "appellate court to stay the enforcement of the modifications to the order while the appeal is pending. It is unclear whether the appeal or the request for a stay would be successful."}
-{"_id": "META20230538", "title": "META Table of Contents", "text": "We also notify the Irish Data Protection Commission (IDPC), our lead European Union privacy regulator under the GDPR, of certain other personal data breaches and privacy issues, and are subject to inquiries and investigations by the IDPC and other European regulators regarding various aspects of our regulatory compliance. For example, on May 12, 2023, the IDPC issued a Final Decision concluding that Meta Platforms Ireland's reliance on Standard Contractual Clauses in respect of certain transfers of European Economic Area (EEA) Facebook user data was not in compliance with the GDPR. The IDPC issued an administrative fine of EUR \u20ac1.2 billion as well as corrective orders requiring Meta Platforms Ireland to suspend the relevant transfers and to bring its processing operations into compliance with Chapter V GDPR by ceasing the unlawful processing, including storage, of such data in the United States. We are appealing this decision and the corrective orders are currently subject to an interim stay from the Irish High Court. On October 7, 2022, President Biden signed the Executive Order on Enhancing Safeguards for United States Signals Intelligence Activities (E.O.), and on June 30, 2023, the European Union and the three additional countries making up the EEA were designated by the United States Attorney General as a \"qualifying state\" under Section 3(f) of the E.O. On July 10, 2023, the European Commission adopted an adequacy decision in relation to the United States. The adequacy decision concludes that the United States ensures an adequate level of protection for personal data transferred from the European Union to organizations in the United States that are included in the \"Data Privacy Framework List,\" maintained and made publicly available by the United States Department of Commerce pursuant to the EU-U.S. Data Privacy Framework (EU-U.S. DPF). The implementation of the EU-U.S. DPF and the adequacy decision are important and welcome milestones, and we are implementing steps to comply with the above corrective orders following engagement with the IDPC. For additional information, see Part II, Item 1A, \"Risk Factors\u2014Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data use and data protection, content, competition, safety and consumer protection, e-commerce, and other matters\" in this Annual Report on Form 10\u2010K. Any such inquiries or investigations (including the IDPC proceedings) could subject us to substantial fines and costs, require us to change our business practices, divert resources and the attention of management from our business, or adversely affect our business."}
-{"_id": "META20230539", "title": "META Table of Contents", "text": "On February 14, 2022, the State of Texas filed a lawsuit against us in Texas state court (Texas v. Meta Platforms, Inc.) alleging that \"tag suggestions\" and other uses of facial recognition technology violated the Texas Capture or Use of Biometric Identifiers Act and the Texas Deceptive Trade Practices-Consumer Protection Act, and seeking statutory damages and injunctive relief. The case is currently scheduled for trial in June 2024."}
-{"_id": "META20230540", "title": "META Table of Contents", "text": "Beginning on June 7, 2021, multiple putative class actions were filed against us alleging that we improperly received individuals' information from third-party websites or apps via our business tools in violation of our terms and various state and federal laws and seeking unspecified damages and injunctive relief (for example, In re Meta Pixel Healthcare Litigation; In re Meta Pixel Tax Filing Cases; Frasco v. Flo Health, Inc.; Doe v. Hey Favor, Inc. et al.; Doe v. GoodRx Holdings, Inc. et al. in the U.S. District Court for the Northern District of California; and Rickwalder, et al. v. Meta Platforms, Inc. in the California Supreme Court)."}
-{"_id": "META20230543", "title": "META Competition", "text": "We are subject to various litigation and government inquiries and investigations, formal or informal, by competition authorities in the United States, Europe, and other jurisdictions. Such investigations, inquiries, and lawsuits concern, among other things, our business practices in the areas of social networking or social media services, digital advertising, and/or mobile or online applications, as well as our acquisitions. For example, in 2019 we became the subject of antitrust investigations by the FTC and U.S. Department of Justice. On December 9, 2020, the FTC filed a complaint (FTC v. Meta Platforms, Inc.) against us in the U.S. District Court for the District of Columbia alleging that we engaged in anticompetitive conduct and unfair methods of competition in violation of Section 5 of the Federal Trade Commission Act and Section 2 of the Sherman Act, including by acquiring Instagram in 2012 and WhatsApp in 2014 and by maintaining conditions on access to our platform. The FTC sought a permanent injunction against our company's alleged violations of the antitrust laws, and other equitable relief, including divestiture or reconstruction of Instagram and WhatsApp. On June 28, 2021, the court granted our motion to dismiss the complaint filed by the FTC with leave to amend. On August 19, 2021, the FTC filed an amended complaint, and on October 4, 2021, we filed a motion to dismiss this amended complaint. On January 11, 2022, the court denied our motion to dismiss the FTC's amended complaint. Multiple putative class actions have also been filed in state and federal courts in the United States and in the United Kingdom against us alleging violations of antitrust laws and other causes of action in connection with these acquisitions and/or other alleged anticompetitive conduct, and seeking damages and injunctive relief. Several of the cases brought on behalf of certain advertisers and users in the United States were consolidated"}
-{"_id": "META20230545", "title": "META Table of Contents", "text": "in the U.S. District Court for the Northern District of California (Klein et al., v. Meta Platforms, Inc.). On January 14, 2022, the court granted, in part, and denied, in part, our motion to dismiss the consolidated actions. On March 1, 2022, a first amended consolidated complaint was filed in the putative class action brought on behalf of certain advertisers. On December 6, 2022, the court denied our motion to dismiss the first amended consolidated complaint filed in the putative class action brought on behalf of certain advertisers. In December 2022, the European Commission issued a Statement of Objections alleging that we tie Facebook Marketplace to Facebook and use data in a manner that infringes European Union competition rules."}
-{"_id": "META20230546", "title": "META Table of Contents", "text": "On February 6, 2019, the German Federal Cartel Office (FCO) issued an antitrust injunction order claiming that our terms and policies on data sharing across our apps, and collection from third-party websites via our business tools, breached European data protection principles and German competition law. We brought a lawsuit seeking to invalidate the order on February 11, 2019. On March 24, 2021, the Higher Regional Court, Du\u0308sseldorf, Germany referred several questions to the Court of Justice of the European Union (CJEU) including certain questions regarding interpretation of the GDPR. On July 4, 2023, the CJEU issued a decision which in particular made it more difficult to rely on \"legitimate interests,\" and \"contractual necessity\" as opposed to user \"consent,\" as a legal basis for data processing under the GDPR for ads and personalization purposes."}
-{"_id": "META20230547", "title": "META Table of Contents", "text": "The result of such litigation, investigations or inquiries could subject us to substantial monetary remedies and costs, interrupt or require us to change our business practices, divert resources and the attention of management from our business, or subject us to other structural or behavioral remedies that adversely affect our business."}
-{"_id": "META20230549", "title": "META Securities and Other Actions", "text": "Beginning on March 20, 2018, multiple putative class actions and derivative actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging violations of securities laws, breach of fiduciary duties, and other causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. Beginning on July 27, 2018, two putative class actions were filed in federal court in the United States against us and certain of our directors and officers alleging violations of securities laws in connection with the disclosure of our earnings results for the second quarter of 2018 and seeking unspecified damages. These two actions subsequently were transferred and consolidated in the U.S. District Court for the Northern District of California (In Re Facebook, Inc. Securities Litigation) with the putative securities class action described above relating to our platform and user data practices. In a series of orders in 2019 and 2020, the district court granted our motions to dismiss the plaintiffs' claims. On January 17, 2022, the plaintiffs filed a notice of appeal of the order dismissing their case, and on October 18, 2023, the U.S. Court of Appeals for the Ninth Circuit issued its decision affirming in part and reversing in part the district court's order dismissing the plaintiffs' case."}
-{"_id": "META20230550", "title": "META Securities and Other Actions", "text": "We are also subject to other government inquiries and investigations relating to our business activities and disclosure practices. For example, beginning in September 2021, we became subject to government investigations and requests relating to a former employee's allegations and release of internal company documents concerning, among other things, our algorithms, advertising and user metrics, and content enforcement practices, as well as misinformation and other undesirable activity on our platform, and user well-being. We have since received additional requests relating to these and other topics. Beginning on October 27, 2021, multiple putative class actions and derivative actions were filed in the U.S. District Court for the Northern District of California against us and certain of our directors and officers alleging violations of securities laws, breach of fiduciary duties, and other causes of action in connection with the same matters, and seeking unspecified damages. Ohio Pub. Empl. Ret. Sys. v. Meta Platforms, Inc."}
-{"_id": "META20230551", "title": "META Securities and Other Actions", "text": "On March 8, 2022, a putative class action was filed in the U.S. District Court for the Northern District of California against us and certain of our directors and officers alleging violations of securities laws in connection with the disclosure of our earnings results for the fourth quarter of 2021 and seeking unspecified damages (Plumbers & Steamfitters Local 60 Pension Trust v. Meta Platforms, Inc.). On July 18, 2023, the court dismissed the claims against Meta and its officers with leave to amend. On September 18, 2023, the plaintiffs filed an amended complaint."}
-{"_id": "META20230554", "title": "META Youth-Related Actions", "text": "Beginning in January 2022, we became subject to litigation and other proceedings that were filed in various federal and state courts alleging that Facebook and Instagram cause \"social media addiction\" in users, with most proceedings focused"}
-{"_id": "META20230556", "title": "META Table of Contents", "text": "on those under 18 years old, resulting in various mental health and other harms. Putative class actions have been filed in the United States and Canada on behalf of users in those jurisdictions, and numerous school districts, municipalities and one state in the United States have filed public nuisance claims based on similar allegations. On October 6, 2022, the federal cases were centralized in the U.S. District Court for the Northern District of California (In re Social Media Adolescent Addiction Product Liability Personal Injury Litigation). On October 13, 2023, in In re Social Media Cases, the Los Angeles County Superior Court presiding over the California state court proceedings sustained in part and overruled in part our demurrer as to the plaintiff's claims. Beginning in October 2023, additional U.S. states have filed lawsuits on these topics in various federal and state courts. These additional lawsuits include allegations regarding violations of the Children's Online Privacy Protection Act (COPPA) as well as violations of state laws concerning consumer protection, unfair business practices, and products liability, with proceedings focused on our alleged business practices and harms to users under 18 years old. These lawsuits seek damages and injunctive relief, and include cases filed by various state attorneys general in In re Social Media Adolescent Addiction Product Liability Personal Injury Litigation in the U.S. District Court for the Northern District of California, as well as various state courts around the country. We are also subject to government investigations and requests from multiple regulators concerning the use of our products, and the alleged mental and physical health and safety impacts on users, particularly younger users."}
-{"_id": "META20230558", "title": "META Other Actions", "text": "Beginning on August 15, 2018, multiple putative class actions were filed against us alleging that we inflated our estimates of the potential audience size for advertisements, resulting in artificially increased demand and higher prices. The cases were consolidated in the U.S. District Court for the Northern District of California (DZ Reserve v. Facebook, Inc.) and seek unspecified damages and injunctive relief. In a series of rulings in 2019, 2021, and 2022, the court dismissed certain of the plaintiffs' claims, but permitted their fraud and unfair competition claims to proceed. On March 29, 2022, the court granted the plaintiffs' motion for class certification. On June 21, 2022, the U.S. Court of Appeals for the Ninth Circuit granted our petition for permission to appeal the district court's class certification order, and the court heard argument on September 12, 2023. The case is stayed in the district court pending appeal."}
-{"_id": "META20230559", "title": "META Other Actions", "text": "Beginning on July 7, 2023, multiple putative class actions were filed against us in the U.S. District Court for the Northern District of California (Kadrey, et al. v. Meta Platforms, Inc. and Chabon, et al. v. Meta Platforms, Inc.) and U.S. District Court for the Southern District of New York (Huckabee, et al. v. Meta Platforms, Inc. et al., which was subsequently transferred to the U.S. District Court for the Northern District of California) alleging that we used various copyrighted books and materials to train our artificial intelligence models, and seeking unspecified damages and injunctive relief."}
-{"_id": "META20230560", "title": "META Other Actions", "text": "In the first quarter of 2024, the Supreme Court is scheduled to hear argument in Vivek H. Murthy, Surgeon General, et al. v. Missouri, et al., on the question of whether federal government officials violated the First Amendment in their communications with the company and others related to content moderation practices, and to hear argument in Netchoice, et al. v. Paxton and Moody, et al. v. Netchoice et al., regarding the application of the First Amendment relating to content moderation on tech platforms. Although Meta is not a defendant in these actions, the Supreme Court's decision and ultimate resolution of the lawsuit could impact our business."}
-{"_id": "META20230561", "title": "META Other Actions", "text": "In addition, we are subject to litigation and other proceedings involving law enforcement and other regulatory agencies, including in particular in Brazil, Russia, and other countries in Europe, in order to ascertain the precise scope of our legal obligations to comply with the requests of those agencies, including our obligation to disclose user information in particular circumstances. A number of such instances have resulted in the assessment of fines and penalties against us. We believe we have multiple legal grounds to satisfy these requests or prevail against associated fines and penalties, and we intend to vigorously defend such fines and penalties."}
-{"_id": "META20230562", "title": "META Other Actions", "text": "We are also party to various other legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business, and we expect to be subject to additional legal proceedings and disputes in the future."}
-{"_id": "META20230565", "title": "META Safety Disclosures", "text": "Not applicable."}
-{"_id": "META20230567", "title": "META Table of Contents", "text": "for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities"}
-{"_id": "META20230569", "title": "META Market Information for Common Stock", "text": "Our Class A common stock is trading on the Nasdaq Global Select Market under the ticker symbol 'META'. This replaced the ticker symbol 'FB,' which had been used since the company's initial public offering in 2012. Prior to that time, there was no public market for our stock."}
-{"_id": "META20230570", "title": "META Market Information for Common Stock", "text": "Our Class B common stock is not listed on any stock exchange nor traded on any public market."}
-{"_id": "META20230572", "title": "META Holders of Record", "text": "As of December 31, 2023, there were 3,098 stockholders of record of our Class A common stock, and the closing price of our Class A common stock was $353.96 per share as reported on the Nasdaq Global Select Market. Because many of our shares of Class A common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders. As of December 31, 2023, there were 23 stockholders of record of our Class B common stock."}
-{"_id": "META20230574", "title": "META Dividend Policy", "text": "Prior to 2024, we had never declared or paid any cash dividend on our common stock. On February 1, 2024 we announced the initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of Class A common stock and Class B common stock (together, the \u201ccommon stock\u201d) is equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close of business on February 22, 2024."}
-{"_id": "META20230575", "title": "META Dividend Policy", "text": "The payment of future cash dividends is subject to future declaration by our board of directors, which will be based in part on continued capital availability, market conditions, applicable laws and agreements, and our board of directors continuing to determine that the declaration of dividends is in the best interests of our stockholders."}
-{"_id": "META20230583", "title": "META Purchases of Equity Securities by the Issuer and Affiliated Purchasers", "text": "The following table summarizes the share repurchase activity for the three months ended December 31, 2023: ##Total Number of Shares Purchased####Average Price Paid Per Share (2)##Total Number of Shares Purchased as Part of Publicly Announced Programs (1)####Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) ##(in thousands)######(in thousands)####(in millions) October 1 - 31, 2023##10,105##$##294.59##10,105##$##34,246 November 1 - 30, 2023##\u2014##$##\u2014##\u2014##$##34,246 December 1 - 31, 2023##9,607##$##345.27##9,607##$##30,929 Total##19,712######19,712####"}
-{"_id": "META20230585", "title": "META ____________________________________", "text": "(1)On November 18, 2016, we announced that our board of directors had authorized a share repurchase program of our Class A common stock, which commenced in January 2017 and does not have an expiration date. In January 2024, an additional $50 billion of repurchases was authorized under this program. The timing and actual number of shares repurchased depend on a variety of factors, including price, general business and market conditions, and other investment opportunities, and shares may be repurchased through open market purchases or privately negotiated transactions, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act. See Note 13 \u2014 Stockholders' Equity in Part II, Item 8 of this Annual Report on Form 10-K for additional information related to share repurchases."}
-{"_id": "META20230587", "title": "META ____________________________________", "text": "(2)Average price paid per share includes costs associated with the repurchases but excludes the 1% excise tax accrued on our share repurchases as a result of the Inflation Reduction Act of 2022."}
-{"_id": "META20230591", "title": "META Recent Sale of Unregistered Securities", "text": "None."}
-{"_id": "META20230593", "title": "META Stock Performance Graph", "text": "This performance graph shall not be deemed \"soliciting material\" or to be \"filed\" with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Meta Platforms, Inc. under the Securities Act of 1933, as amended, or the Exchange Act."}
-{"_id": "META20230596", "title": "META Stock Performance Graph", "text": "The following graph shows a comparison of the cumulative total return for our Class A common stock, the Dow Jones Internet Composite Index (DJINET), the Standard & Poor's 500 Stock Index (S&P 500) and the Nasdaq Composite Index (Nasdaq Composite) for the five years ended December 31, 2023. The graph assumes that $100 was invested at the market close on the last trading day for the fiscal year ended December 31, 2018 in the Class A common stock of Meta Platforms, Inc., the DJINET, the S&P 500, and the Nasdaq Composite and data for the DJINET, the S&P 500, and the Nasdaq Composite assumes reinvestments of gross dividends. The stock price performance of the following graph is not necessarily indicative of future stock price performance."}
-{"_id": "META20230599", "title": "META Discussion and Analysis of Financial Condition and Results of Operations", "text": "You should read the following discussion of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included in Part II, Item 8, \"Financial Statements and Supplementary Data\" of this Annual Report on Form 10-K. In addition to our historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in Part I, Item 1A, \"Risk Factors.\" For a discussion of limitations in the measurement of certain of our community metrics, see the section entitled \"Limitations of Key Metrics and Other Data\" in this Annual Report on Form 10-K."}
-{"_id": "META20230600", "title": "META Discussion and Analysis of Financial Condition and Results of Operations", "text": "To supplement our consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States (GAAP), we present revenue on a constant currency basis and free cash flow, which are non-GAAP financial measures. Revenue on a constant currency basis is presented in the section entitled \"\u2014Revenue\u2014Foreign Exchange Impact on Revenue.\" To calculate revenue on a constant currency basis, we translated revenue for the full year 2023 using 2022 monthly exchange rates for our settlement or billing currencies other than the U.S. dollar. For a full description of our free cash flow non-GAAP measure, see the section entitled \"\u2014Liquidity and Capital Resources\u2014Free Cash Flow.\""}
-{"_id": "META20230601", "title": "META Discussion and Analysis of Financial Condition and Results of Operations", "text": "These non-GAAP financial measures are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. These measures may be different from non\u2010GAAP financial measures used by other companies, limiting their usefulness for comparison purposes. Moreover, presentation of revenue on a constant currency basis is provided for year-over-year comparison purposes, and investors should be cautioned that the effect of changing foreign currency exchange rates has an actual effect on our operating results. We believe these non-GAAP financial measures provide investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business."}
-{"_id": "META20230603", "title": "META Executive Overview of Full Year 2023 Results", "text": "Our mission is to give people the power to build community and bring the world closer together."}
-{"_id": "META20230604", "title": "META Executive Overview of Full Year 2023 Results", "text": "Our financial results and key community metrics for 2023 are set forth below. Our total revenue for 2023 was $134.90 billion, an increase of 16% compared to 2022, due to an increase in advertising revenue. Revenue on a constant currency basis would have increased 15% compared to 2022. Ad impressions delivered across our Family of Apps increased 28% year-over-year in 2023, partially offset by a 9% year-over-year decrease in the average price per ad."}
-{"_id": "META20230606", "title": "META Executive Overview of Full Year 2023 Results", "text": "Income from operations for 2023 was $46.75 billion, an increase of $17.81 billion, or 62%, compared to 2022, driven by an increase in advertising revenue."}
-{"_id": "META20230623", "title": "META Consolidated and Segment Results", "text": "We report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL). FoA includes Facebook, Instagram, Messenger, WhatsApp, and other services. RL includes our augmented, mixed and virtual reality related consumer hardware, software, and content. ############Family of Apps################Reality Labs################Total#### ########Year Ended December 31,################Year Ended December 31,################Year Ended December 31,######## ####2023########2022####% change####2023########2022####% change####2023########2022####% change ############################(in millions, except percentages)#################### Revenue##$##133,006######$##114,450####16%##$##1,896######$##2,159####(12)%##$##134,902######$##116,609####16% Costs and expenses##$##70,135######$##71,789####(2)%##$##18,016######$##15,876####13%##$##88,151######$##87,665####1% Income (loss) from operations##$##62,871######$##42,661####47%##$##(16,120)######$##(13,717)####(18)%##$##46,751######$##28,944####62% Operating margin####47##%######37##%######(850)##%######(635)##%######35##%######25##%## \u2022Net income was $39.10 billion, with diluted earnings per share (EPS) of $14.87 for the year ended December 31, 2023. \u2022Capital expenditures, including principal payments on finance leases, were $28.10 billion for the year ended December 31, 2023. \u2022Effective tax rate was 17.6% for the year ended December 31, 2023. \u2022Cash, cash equivalents, and marketable securities were $65.40 billion as of December 31, 2023. \u2022Long-term debt was $18.39 billion as of December 31, 2023. \u2022Headcount was 67,317 as of December 31, 2023, a decrease of 22% year-over-year."}
-{"_id": "META20230626", "title": "META Dividend", "text": "Prior to 2024, we had never declared or paid any cash dividend on our common stock. On February 1, 2024 we announced the initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of Class A common stock and Class B common stock (together, the \u201ccommon stock\u201d) is equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close of business on February 22, 2024."}
-{"_id": "META20230629", "title": "META Restructuring", "text": "Beginning in 2022, we initiated several measures to pursue greater efficiency and to realign our business and strategic priorities. As of December 31, 2023, we have completed the data center initiatives and the employee layoffs, and substantially completed the facilities consolidation initiatives."}
-{"_id": "META20230637", "title": "META Restructuring", "text": "A summary of our restructuring charges, including subsequent adjustments, for the year ended December 31, 2023 by major activity type is as follows (in millions): ##########Year Ended December 31, 2023######## ####Facilities Consolidation####Severance and Other Personnel Costs######Data Center Assets####Total Cost of revenue##$##177##$##\u2014####$##(224)##$##(47) Research and development####1,581####413######\u2014####1,994 Marketing and sales####396####307######\u2014####703 General and administrative####352####450######\u2014####802 Total##$##2,506##$##1,170####$##(224)##$##3,452"}
-{"_id": "META20230638", "title": "META Restructuring", "text": "During 2023 and 2022, we recognized total pre-tax restructuring charges of $2.84 billion and $4.10 billion under our FoA segment, and $612 million and $515 million under our RL segment, respectively."}
-{"_id": "META20230639", "title": "META Restructuring", "text": "See Note 3 \u2014 Restructuring in the notes to the consolidated financial statements included in Part II, Item 8, \"Financial Statements and Supplementary Data\" of this Annual Report on Form 10-K for additional information regarding restructuring charges."}
-{"_id": "META20230645", "title": "META Family of Apps Metrics", "text": " \u2022Family daily active people (DAP) was 3.19 billion on average for December 2023, an increase of 8% year-over-year. \u2022Family monthly active people (MAP) was 3.98 billion as of December 31, 2023, an increase of 6% year-over-year. \u2022Facebook daily active users (DAUs) were 2.11 billion on average for December 2023, an increase of 6% year-over-year. \u2022Facebook monthly active users (MAUs) were 3.07 billion as of December 31, 2023, an increase of 3% year-over-year. \u2022Ad impressions delivered across our Family of Apps increased by 28% year-over-year in 2023, and the average price per ad decreased by 9% year-over-year in 2023."}
-{"_id": "META20230646", "title": "META Family of Apps Metrics", "text": "Beginning with our Quarterly Report on Form 10-Q to be filed for the first quarter of 2024, we will no longer report DAUs, MAUs, ARPU, and MAP in our periodic reports filed with the Securities and Exchange Commission. We intend to begin reporting year-over-year percentage changes in ad impressions delivered and the average price per ad by geographic region, while continuing to report DAP and ARPP (calculated based on DAP), beginning with our Quarterly Report on Form 10-Q to be filed for the first quarter of 2024. For additional information, see the section entitled \"Limitations of Key Metrics and Other Data\" in this Annual Report on Form 10-K."}
-{"_id": "META20230648", "title": "META Developments in Advertising", "text": "Substantially all of our revenue is currently generated from advertising on Facebook and Instagram. We rely on targeting and measurement tools that incorporate data signals from user activity on websites and services that we do not control in order to deliver relevant and effective ads to our users. Our advertising revenue has been, and we expect will continue to be, adversely affected by reduced marketer spending as a result of limitations on our ad targeting and measurement tools arising from changes to the regulatory environment and third-party mobile operating systems and browsers."}
-{"_id": "META20230650", "title": "META Developments in Advertising", "text": "In particular, legislative and regulatory developments such as the General Data Protection Regulation, including its evolving interpretation through decisions of the Court of Justice of the European Union, ePrivacy Directive, the European Digital Services Act, and U.S. state privacy laws including the California Consumer Privacy Act, as amended by the California Privacy Rights Act, have impacted our ability to use data signals in our ad products, and we expect these and other"}
-{"_id": "META20230652", "title": "META Table of Contents", "text": "developments such as the Digital Markets Act will have further impact in the future. As a result, we have implemented, and we will continue to implement, whether voluntarily or otherwise, changes to our products and user data practices, which reduce our ability to effectively target and measure ads. For example, in response to regulatory developments in Europe, we announced our plans to change the legal basis for behavioral advertising on Facebook and Instagram in the EU, European Economic Area, and Switzerland from \"legitimate interests\" to \"consent,\" and began offering users in the region a \"subscription for no ads\" alternative. We are continuing to engage with regulators on our new consent model. In addition, mobile operating system and browser providers, such as Apple and Google, have implemented product changes and/or announced future plans to limit the ability of websites and application developers to collect and use these signals to target and measure advertising. For example, in 2021, Apple made certain changes to its products and data use policies in connection with changes to its iOS operating system that reduce our and other iOS developers' ability to target and measure advertising, which has negatively impacted, and we expect will continue to negatively impact, the size of the budgets marketers are willing to commit to us and other advertising platforms."}
-{"_id": "META20230653", "title": "META Table of Contents", "text": "To mitigate these developments, we are continually working to evolve our advertising systems to improve the performance of our ad products. We are developing privacy enhancing technologies to deliver relevant ads and measurement capabilities while reducing the amount of personal information we process, including by relying more on anonymized or aggregated third-party data. In addition, we are developing tools that enable marketers to share their data into our systems, as well as ad products that generate more valuable signals within our apps. More broadly, we also continue to innovate our advertising tools to help marketers prepare campaigns and connect with consumers, including developing growing formats such as Reels ads and our business messaging ad products. Across all of these efforts, we are making significant investments in artificial intelligence (AI), including generative AI, to improve our delivery, targeting, and measurement capabilities. Further, we are focused on driving onsite conversions in our business messaging ad products by developing new features and scaling existing features."}
-{"_id": "META20230654", "title": "META Table of Contents", "text": "We are also engaging with others across our industry to explore the possibility of new open standards for the private and secure processing of data for advertising purposes. We believe our ongoing improvements to ad targeting and measurement are continuing to drive improved results for advertisers. However, we expect that some of these efforts will be long-term initiatives, and that the legislative, regulatory and platform developments described above will continue to adversely impact our advertising revenue for the foreseeable future."}
-{"_id": "META20230656", "title": "META Other Business and Macroeconomic Conditions", "text": "Other global and regional business, macroeconomic, and geopolitical conditions also have had, and we believe will continue to have, an impact on our user growth and engagement and advertising revenue. In particular, we believe advertising budgets have been pressured from time to time by factors such as inflation, rising interest rates, and related market uncertainty, which has led to reduced marketer spending. While we saw improvement in business and macroeconomic conditions in 2023, continued business, macroeconomic, and geopolitical uncertainty remains, which could impact our financial results in future periods. In addition, competitive products and services have reduced some users' engagement with our products and services. We are investing in Reels and in AI initiatives across our products, including our AI-powered discovery engine to recommend relevant content, which we have already seen results in improved user engagement and monetization of our products. While Reels is growing in usage, it monetizes at a lower rate than our feed and Stories products and we expect it will continue to monetize at a lower rate for the foreseeable future. We also have seen fluctuations and declines in the size of our active user base in one or more regions from time to time. For example, in connection with the war in Ukraine, access to Facebook and Instagram was restricted in Russia and the services were then prohibited by the Russian government, which continued to adversely affect user growth and engagement in 2023. These trends adversely affected advertising revenue in 2023, and we expect will continue to affect our advertising revenue in the foreseeable future."}
-{"_id": "META20230658", "title": "META Other Business and Macroeconomic Conditions", "text": "Although we regularly evaluate a variety of sources to understand trends in our advertising revenue, we do not have perfect visibility into the factors driving advertiser spending decisions and our assessments involve complex judgments about what is driving advertising decisions across a large and diversified advertiser base across the globe. Trends impacting advertising spend are also dynamic and interrelated. As a result, it is difficult to identify with precision which advertiser spending decisions are attributable to which trends, and we are unable to quantify the exact impact that each trend had on our advertising revenue during the periods presented."}
-{"_id": "META20230661", "title": "META Investment Philosophy", "text": "We expect to continue to build on the discipline and habits that we developed in 2022 when we initiated several efforts to increase our operating efficiency, while still remaining focused on investing in significant opportunities. In 2023, 80% of our total costs and expenses were recognized in FoA and 20% were recognized in RL. Our FoA investments include expenses relating to headcount, data centers, and technical infrastructure as part of our efforts to develop our apps and our advertising services. These efforts include significant investments in AI initiatives, including to recommend relevant content across our products, enhance our advertising tools, develop new products, and develop new features for existing products using generative AI."}
-{"_id": "META20230663", "title": "META Investment Philosophy", "text": "We are also making significant investments in our metaverse efforts, including developing virtual, augmented, and mixed reality devices, software for social platforms, neural interfaces, and other foundational technologies for the metaverse. Our RL investments include expenses relating to technology development across these efforts. Many of our RL investments are directed toward long-term, cutting-edge research and development for products for the metaverse that may only be fully realized in the next decade. In 2023, our RL segment reduced our overall operating profit by approximately $16.12 billion, and we expect our RL operating losses to increase meaningfully in 2024. We expect this will be a complex, evolving, and long-term initiative, and our ability to support our metaverse efforts is dependent on generating sufficient profits from other areas of our business. We are investing now because we believe this is the next chapter of the internet and will unlock monetization opportunities for businesses, developers, and creators, including around advertising, hardware, and digital goods."}
-{"_id": "META20230666", "title": "META Trends in Our Family Metrics", "text": "The numbers for our key Family metrics, our DAP, MAP, and average revenue per person (ARPP), do not include users on our other products unless they would otherwise qualify as DAP or MAP, respectively, based on their other activities on our Family products."}
-{"_id": "META20230668", "title": "META Trends in Our Family Metrics", "text": "Trends in the number of people in our community affect our revenue and financial results by influencing the number of ads we are able to show, the value of our ads to marketers, as well as our expenses and capital expenditures. Substantially all of our daily and monthly active people (as defined below) access our Family products on mobile devices. \u2022Daily Active People (DAP). We define a daily active person as a registered and logged-in user of Facebook, Instagram, Messenger, and/or WhatsApp (collectively, our \"Family\" of products) who visited at least one of these Family products through a mobile device application or using a web or mobile browser on a given day. We do not require people to use a common identifier or link their accounts to use multiple products in our Family, and therefore must seek to attribute multiple user accounts within and across products to individual people. Our calculations of DAP rely upon complex techniques, algorithms, and machine learning models that seek to estimate the underlying number of unique people using one or more of these products, including by matching user accounts within an individual product and across multiple products when we believe they are attributable to a single person, and counting such group of accounts as one person. As these techniques and models require significant judgment, are developed based on internal reviews of limited samples of user accounts, and are calibrated against user survey data, there is necessarily some margin of error in our estimates. We view DAP, and DAP as a percentage of MAP, as measures of engagement across our products. For additional information, see the section entitled \"Limitations of Key Metrics and Other Data\" in this Annual Report on Form 10-K."}
-{"_id": "META20230672", "title": "META Note: We report the numbers of DAP and MAP as specific amounts, but these numbers are estimates of the numbers of unique people using our products and are subject to statistical variances and errors. While we expect the error margin for these estimates to vary from period to period, we estimate that such margin generally will be approximately 3% of our worldwide MAP. At our scale, it is very difficult to attribute multiple user accounts within and across products to individual people, and it is possible that the actual numbers of unique people using our products may vary significantly from our estimates, potentially beyond our estimated error margins. For additional information, see the section entitled \"Limitations of Key Metrics and Other Data\" in this Annual Report on Form 10-K. In the third quarter of 2022, we updated our Family metrics calculations to maintain calibration of our models against recent user survey data, and we estimate such update contributed an aggregate of approximately 30 million DAP to our reported worldwide DAP in September 2022. Beginning in the fourth quarter of 2023, our Family metrics no longer include Messenger Kids users.", "text": "Worldwide DAP increased 8% to 3.19 billion on average during December 2023 from 2.96 billion during December 2022."}
-{"_id": "META20230674", "title": "META Table of Contents", "text": " \u2022Monthly Active People (MAP). We define a monthly active person as a registered and logged-in user of one or more Family products who visited at least one of these Family products through a mobile device application or using a web or mobile browser in the last 30 days as of the date of measurement. We do not require people to use a common identifier or link their accounts to use multiple products in our Family, and therefore must seek to attribute multiple user accounts within and across products to individual people. Our calculations of MAP rely upon complex techniques, algorithms, and machine learning models that seek to estimate the underlying number of unique people using one or more of these products, including by matching user accounts within an individual product and across multiple products when we believe they are attributable to a single person, and counting such group of accounts as one person. As these techniques and models require significant judgment, are developed based on internal reviews of limited samples of user accounts, and are calibrated against user survey data, there is necessarily some margin of error in our estimates. We view MAP as a measure of the size of our global active community of people using our products. For additional information, see the section entitled \"Limitations of Key Metrics and Other Data\" in this Annual Report on Form 10-K."}
-{"_id": "META20230677", "title": "META Note: We report the numbers of DAP and MAP as specific amounts, but these numbers are estimates of the numbers of unique people using our products and are subject to statistical variances and errors. While we expect the error margin for these estimates to vary from period to period, we estimate that such margin generally will be approximately 3% of our worldwide MAP. At our scale, it is very difficult to attribute multiple user accounts within and across products to individual people, and it is possible that the actual numbers of unique people using our products may vary significantly from our estimates, potentially beyond our estimated error margins. For additional information, see the section entitled \"Limitations of Key Metrics and Other Data\" in this Annual Report on Form 10-K. In the third quarter of 2022, we updated our Family metrics calculations to maintain calibration of our models against recent user survey data, and we estimate such update contributed an aggregate of approximately 40 million MAP to our reported worldwide MAP in September 2022. Beginning in the fourth quarter of 2023, our Family metrics no longer include Messenger Kids users.", "text": "As of December 31, 2023, we had 3.98 billion MAP, an increase of 6% from 3.74 billion as of December 31, 2022."}
-{"_id": "META20230681", "title": "META Table of Contents", "text": " \u2022Average Revenue Per Person (ARPP). We define ARPP as our total revenue during a given quarter, divided by the average of the number of MAP at the beginning and end of the quarter. While ARPP includes all sources of revenue, the number of MAP used in this calculation only includes users of our Family products as described in the definition of MAP above. We estimate that the share of revenue from users who are not also MAP was not material. ARPP:##$9.39##$7.72##$7.91####$7.53##$8.63##$7.59####$8.32##$8.71##$10.10 ########Ad Revenue########Non-Ad Revenue######"}
-{"_id": "META20230684", "title": "META Note: Non-advertising revenue includes RL revenue generated from the delivery of consumer hardware products and FoA Other revenue, which consists of revenue from WhatsApp Business Platform, net fees we receive from developers using our Payments infrastructure, and revenue from various other sources. Beginning with our Quarterly Report on Form 10-Q to be filed for the first quarter of 2024, we intend to report ARPP based on DAP instead of MAP.", "text": "Our annual worldwide ARPP in 2023, which represents the sum of quarterly ARPP during such period, was $34.72, an increase of 9% from 2022."}
-{"_id": "META20230687", "title": "META Trends in Our Facebook User Metrics", "text": "The numbers for our key Facebook metrics, our DAUs, MAUs, and average revenue per user (ARPU), do not include users on Instagram, WhatsApp, or our other products, unless they would otherwise qualify as DAUs or MAUs, respectively, based on their other activities on Facebook."}
-{"_id": "META20230689", "title": "META Trends in Our Facebook User Metrics", "text": "Trends in the number of users affect our revenue and financial results by influencing the number of ads we are able to show, the value of our ads to marketers, as well as our expenses and capital expenditures. Substantially all of our daily and monthly active users (as defined below) access Facebook on mobile devices. \u2022Daily Active Users (DAUs). We define a daily active user as a registered and logged-in Facebook user who visited Facebook through our website or a mobile device, or used our Messenger application (and is also a registered Facebook user), on a given day. We view DAUs, and DAUs as a percentage of MAUs, as measures of user engagement on Facebook."}
-{"_id": "META20230700", "title": "META Table of Contents", "text": "Worldwide DAUs increased 6% to 2.11 billion on average during December 2023 from 2.00 billion during December 2022. Users in India, Bangladesh, and Nigeria represented the top three sources of growth in DAUs during December 2023, relative to the same period in 2022. \u2022Monthly Active Users (MAUs). We define a monthly active user as a registered and logged-in Facebook user who visited Facebook through our website or a mobile device, or used our Messenger application (and is also a registered Facebook user), in the last 30 days as of the date of measurement. MAUs are a measure of the size of our global active user community on Facebook."}
-{"_id": "META20230702", "title": "META Table of Contents", "text": "As of December 31, 2023, we had 3.07 billion MAUs, an increase of 3% from December 31, 2022. Users in India, Bangladesh, and Nigeria represented the top three sources of growth in 2023, relative to the same period in 2022."}
-{"_id": "META20230705", "title": "META Trends in Our Monetization by Facebook User Geography", "text": "We calculate our revenue by user geography based on our estimate of the geography in which ad impressions are delivered, virtual and digital goods are purchased, or consumer hardware products are shipped. We define ARPU as our total revenue in a given geography during a given quarter, divided by the average of the number of MAUs in the geography at the beginning and end of the quarter. While ARPU includes all sources of revenue, the number of MAUs used in this calculation only includes users of Facebook and Messenger as described in the definition of MAU above. While the share of revenue from users who are not also Facebook or Messenger MAUs has grown over time, we estimate that revenue from users who are Facebook or Messenger MAUs represents the substantial majority of our total revenue. See \"Average Revenue Per Person (ARPP)\" above for our estimates of trends in our monetization of our Family products. The geography of our users affects our revenue and financial results because we currently monetize users in different geographies at different average rates. Our revenue and ARPU in regions such as United States & Canada and Europe are relatively higher primarily due to the size and maturity of those online and mobile advertising markets. For example, ARPU in 2023 in the United States & Canada region was more than 11 times higher than in the Asia-Pacific region."}
-{"_id": "META20230714", "title": "META Table of Contents", "text": "Our revenue by user geography in the charts above is geographically apportioned based on our estimation of the geographic location of our users when they perform a revenue-generating activity. This allocation differs from our revenue disaggregated by geography disclosure in Note 2 \u2014 Revenue in our consolidated financial statements included in Part II, Item 8, \"Financial Statements and Supplemental Data\" where revenue is geographically apportioned based on the addresses of our customers."}
-{"_id": "META20230716", "title": "META Table of Contents", "text": "Our annual worldwide ARPU in 2023, which represents the sum of quarterly ARPU during such period, was $44.60, an increase of 13% from 2022. For 2023, ARPU increased by 21% in Europe, 20% in Rest of World, 11% in Asia-Pacific, and 10% in United States & Canada. User growth was mostly in geographies with relatively lower ARPU, such as Asia\u2010Pacific and Rest of World. We expect that user growth in the future will be primarily concentrated in those regions where ARPU is relatively lower, such that worldwide ARPU may continue to increase at a slower rate relative to ARPU in any geographic region in a particular period, or potentially decrease even if ARPU increases in each geographic region."}
-{"_id": "META20230719", "title": "META Critical Accounting Estimates", "text": "Our consolidated financial statements are prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. On an ongoing basis, we evaluate our accounting estimates based on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The actual impact on our financial performance could differ from these estimates under different assumptions or conditions."}
-{"_id": "META20230720", "title": "META Critical Accounting Estimates", "text": "An accounting estimate is considered critical if both (i) the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment involved, and (ii) the impact within a reasonable range of outcomes of the estimates and assumptions is material to our consolidated financial statements. We believe that the estimates and assumptions associated with loss contingencies, income taxes, and valuation of assets, when applicable, have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting estimates. For further information on all of our significant accounting policies, see Note 1 \u2014 Summary of Significant Accounting Policies in the accompanying notes to the consolidated financial statements included in Part II, Item 8, \"Financial Statements and Supplementary Data\" of this Annual Report on Form 10-K."}
-{"_id": "META20230722", "title": "META Loss Contingencies", "text": "We are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. Additionally, we are required to comply with various legal and regulatory obligations around the world, and we regularly become subject to new laws and regulations in the jurisdictions in which we operate. The requirements for complying with these obligations may be uncertain and subject to interpretation and enforcement by regulatory and other authorities, and any failure to comply with such obligations could eventually lead to asserted legal or regulatory action. With respect to these matters, asserted and unasserted, we evaluate the associated developments on a regular basis and accrue a liability when we believe that it is both probable that a loss has been incurred and the amount can be reasonably estimated."}
-{"_id": "META20230723", "title": "META Loss Contingencies", "text": "We review the developments in our contingencies that could affect the amount of the provisions that have been previously recorded, and the matters and related reasonably possible losses disclosed. We make adjustments to our provisions and changes to our disclosures accordingly to reflect the merits of our defenses and the impact of negotiations, settlements, regulatory proceedings, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine the probability of loss and the estimated amount of loss, including when and if the probability and estimate has changed for asserted and unasserted matters. Certain factors, in particular, have resulted in significant changes to these estimates and judgments in prior quarters based on updated information available. For example, in certain jurisdictions where we operate, fines and penalties may be the result of new laws and preliminary interpretations regarding the basis of assessing damages, which may make it difficult to estimate what such fines and penalties would amount to if successfully asserted against us. In addition, certain government inquiries and investigations, such as matters before our lead European Union privacy regulator, the Irish Data Protection Commission, are subject to review by other regulatory bodies before decisions are finalized, which can lead to significant changes in the outcome of an inquiry. As a result of these and other factors, we reasonably expect that our estimates and judgments with respect to our contingencies may continue to be revised in future quarters."}
-{"_id": "META20230724", "title": "META Loss Contingencies", "text": "The ultimate outcome of these matters, such as whether the likelihood of loss is remote, reasonably possible, or probable or if and when the reasonably possible range of loss is estimable, is inherently uncertain. Therefore, if one or more of these matters were resolved against us for amounts in excess of management's estimates of losses, our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected. See Note 12 \u2014 Commitments and Contingencies and Note 15 \u2014 Income Taxes of the accompanying notes to the consolidated financial statements included in Part II, Item 8, \"Financial Statements and Supplementary Data\" and Part I, Item 3, \"Legal Proceedings\" of this Annual Report on Form 10-K for additional information regarding these contingencies."}
-{"_id": "META20230727", "title": "META Income Taxes", "text": "We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in determining our provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws. Our actual and forecasted income (loss) before"}
-{"_id": "META20230729", "title": "META Table of Contents", "text": "provision is subject to change due to economic, political and other conditions and significant judgment is required in determining our ability to recognize our net deferred tax assets."}
-{"_id": "META20230730", "title": "META Table of Contents", "text": "We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. These uncertain tax positions include our estimates for transfer pricing that have been developed based upon analyses of appropriate arms-length prices. Similarly, our estimates related to uncertain tax positions concerning research and development tax credits are based on an assessment of whether our available documentation corroborating the nature of our activities supporting the tax credits will be sufficient. Although we believe that we have adequately reserved for our uncertain tax positions (including net interest and penalties), we can provide no assurance that the final tax outcome of these matters will not be materially different, as significant judgment is required in evaluating and estimating our provision for income taxes. We make adjustments to these reserves in accordance with the income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made, and could have a material impact on our financial condition and operating results."}
-{"_id": "META20230732", "title": "META Valuation of Assets", "text": "The valuation and impairment assessment of certain assets, including recoverability, requires significant judgment and assumptions such as estimation of future cash flows, discount rates, market data of comparable assets and companies, holding period and residual value of asset groups, among others."}
-{"_id": "META20230733", "title": "META Valuation of Assets", "text": "Impairment testing for long-lived-assets, including property and equipment and operating lease right-of-use assets, occurs whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable compared to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. The impairment test is performed at the asset group level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When the test results indicate that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value."}
-{"_id": "META20230735", "title": "META Valuation of Assets", "text": "Impairment testing for non-marketable equity securities without readily determinable fair values accounted for using the measurement alternative, is performed at each reporting date to determine whether there are triggering events for impairment. Such qualitative assessment considers factors such as, but not limited to, the investee's financial condition and business outlook; industry and sector performance; regulatory, economic or technological environment; operational and financing cash flows; and other relevant events and factors affecting the investee. When indicators of impairment exist, we estimate the fair value of our non-marketable equity securities using the market approach and/or the income approach and recognize impairment loss in our consolidated statements of income if the estimated fair value is less than the carrying value. In addition, for these non-marketable equity securities, determining whether a non-marketable equity security issued by the same issuer is similar to the non-marketable equity security we hold may require judgment in (a) assessment of differences in rights and obligations associated with the instruments such as voting rights, distribution rights and preferences, and conversion features, and (b) adjustments to the observable price for differences such as, but not limited to, rights and obligations, control premium, liquidity, or principal or most advantageous markets. The identification of observable transactions will depend on the timely reporting of these transactions from our investee companies, which may occur in a period subsequent to when the transactions take place. Therefore, our fair value adjustment for these observable transactions may occur in a period subsequent to when the transaction actually occurred."}
-{"_id": "META20230740", "title": "META Family of Apps (FoA)", "text": "Advertising. We generate substantially all of our revenue from advertising. Our advertising revenue is generated by displaying ad products on Facebook, Instagram, Messenger, and third-party mobile applications. Marketers pay for ad products either directly or through their relationships with advertising agencies or resellers, based on the number of impressions delivered or the number of actions, such as clicks, taken by users."}
-{"_id": "META20230741", "title": "META Family of Apps (FoA)", "text": "We recognize revenue from the display of impression-based ads in the contracted period in which the impressions are delivered. Impressions are considered delivered when an ad is displayed to a user. We recognize revenue from the delivery of action-based ads in the period in which a user takes the action the marketer contracted for. The number of ads we show is subject to methodological changes as we continue to evolve our ads business and the structure of our ads products. In particular, the ads we show may vary by product (for example, our video and Reels products are not currently monetized at the same rate as our feed or Stories products), and from time to time we increase or decrease the number or frequency of ads we show as part of our product and monetization strategies. We calculate average price per ad as total advertising revenue divided by the number of ads delivered, representing the average price paid per ad by a marketer regardless of their desired objective such as impression or action. For advertising revenue arrangements where we are not the principal, we recognize revenue on a net basis."}
-{"_id": "META20230742", "title": "META Family of Apps (FoA)", "text": "Other revenue. Other revenue consists of revenue from WhatsApp Business Platform, net fees we receive from developers using our Payments infrastructure and revenue from various other sources."}
-{"_id": "META20230744", "title": "META Reality Labs (RL)", "text": "RL revenue is generated from the delivery of consumer hardware products, such as Meta Quest, wearables, and related software and content."}
-{"_id": "META20230746", "title": "META Cost of Revenue and Operating Expenses", "text": "Cost of revenue. Our cost of revenue consists of expenses associated with the delivery and distribution of our products. These mainly include expenses related to the operation of our data centers and technical infrastructure, such as depreciation expense from servers, network infrastructure and buildings, as well as payroll and related expenses which include share-based compensation for employees on our operations teams, and energy and bandwidth costs. Cost of revenue also includes costs associated with partner arrangements, including traffic acquisition costs and credit card and other fees related to processing customer transactions; RL inventory costs, which consist of cost of products sold and estimated losses on non-cancelable contractual commitments; and content costs."}
-{"_id": "META20230747", "title": "META Cost of Revenue and Operating Expenses", "text": "Research and development. Research and development expenses consist mostly of payroll and related expenses which include share-based compensation, RL technology development costs, facilities-related costs for employees on our engineering and technical teams who are responsible for developing new products as well as improving existing products, and restructuring charges."}
-{"_id": "META20230748", "title": "META Cost of Revenue and Operating Expenses", "text": "Marketing and sales. Marketing and sales expenses consist mainly of marketing and promotional expenses as well as payroll and related expenses which include share-based compensation for our employees engaged in sales, sales support, marketing, business development, and customer service functions. Our marketing and sales expenses also include professional services such as content reviewers to support our community and product operations and restructuring charges."}
-{"_id": "META20230750", "title": "META Cost of Revenue and Operating Expenses", "text": "General and administrative. General and administrative expenses consist primarily of legal-related costs, which include estimated fines, settlements, or other losses in connection with legal and related matters, as well as other legal fees; payroll and related expenses which include share-based compensation for certain of our executives as well as our legal, finance, human resources, corporate communications and policy, and other administrative employees; other taxes, such as digital services taxes and other non-income-based tax levies; professional services and restructuring charges."}
-{"_id": "META20230753", "title": "META Results of Operations", "text": "In this section, we discuss the results of our operations for the year ended December 31, 2023 compared to the year ended December 31, 2022. For a discussion of the year ended December 31, 2022 compared to the year ended December 31, 2021, please refer to Part II, Item 7, \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" in our Annual Report on Form 10-K for the year ended December 31, 2022."}
-{"_id": "META20230768", "title": "META Results of Operations", "text": "The following table sets forth our consolidated statements of income data (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Revenue##$##134,902##$##116,609##$##117,929 Costs and expenses:############ Cost of revenue####25,959####25,249####22,649 Research and development####38,483####35,338####24,655 Marketing and sales####12,301####15,262####14,043 General and administrative####11,408####11,816####9,829 Total costs and expenses####88,151####87,665####71,176 Income from operations####46,751####28,944####46,753 Interest and other income (expense), net####677####(125)####531 Income before provision for income taxes####47,428####28,819####47,284 Provision for income taxes####8,330####5,619####7,914 Net income##$##39,098##$##23,200##$##39,370"}
-{"_id": "META20230783", "title": "META Results of Operations", "text": "The following table sets forth our consolidated statements of income data (as a percentage of revenue)(1): ######Year Ended December 31,###### ##2023####2022####2021## Revenue##100##%##100##%##100##% Costs and expenses:############ Cost of revenue##19####22####19## Research and development##29####30####21## Marketing and sales##9####13####12## General and administrative##8####10####8## Total costs and expenses##65####75####60## Income from operations##35####25####40## Interest and other income (expense), net##1####\u2014####\u2014## Income before provision for income taxes##35####25####40## Provision for income taxes##6####5####7## Net income##29##%##20##%##33##%"}
-{"_id": "META20230786", "title": "META _________________________", "text": "(1)Percentages have been rounded for presentation purposes and may differ from unrounded results."}
-{"_id": "META20230797", "title": "META Revenue", "text": "The following table sets forth our revenue by source and by segment: ########Year Ended December 31,############ ####2023####2022####2021##2023 vs 2022 % change####2022 vs 2021 % change## ############(in millions, except percentages)######## Advertising##$##131,948##$##113,642##$##114,934##16##%##(1)##% Other revenue####1,058####808####721##31##%##12##% Family of Apps####133,006####114,450####115,655##16##%##(1)##% Reality Labs####1,896####2,159####2,274##(12)##%##(5)##% Total revenue##$##134,902##$##116,609##$##117,929##16##%##(1)##%"}
-{"_id": "META20230799", "title": "META Family of Apps", "text": "FoA revenue in 2023 increased $18.56 billion, or 16%, compared to 2022. The increase was almost entirely driven by advertising revenue."}
-{"_id": "META20230801", "title": "META Advertising", "text": "Advertising revenue in 2023 increased $18.31 billion, or 16%, compared to 2022 due to an increase in the number of ads delivered, partially offset by a decrease in the average price per ad. In 2023, the number of ads delivered increased by 28%, as compared with an 18% increase in 2022 as ads impressions grew in all regions during 2023, especially in Asia-Pacific and Rest of World. The increase in the ads delivered during 2023 was driven by increases in the number and frequency of ads displayed across our products and an increase in users. In 2023, the average price per ad decreased by 9%, as compared with a decrease of 16% in 2022. The decrease in average price per ad was driven by an increase in the number of ads delivered, especially in geographies and in products, such as Reels, that monetize at lower rates. While the average price per ad declined year-over-year, we believe the improvements to our ad targeting and measurement tools have had a favorable impact on our ad performance and advertising demand. Other factors are also discussed in the section entitled \"\u2014Executive Overview of Full Year 2023 Results.\" In addition, year-over-year advertising revenue growth for the full year 2023 was driven mainly by marketer spending in online commerce, which benefited from marketers based in China, consumer packaged goods, and entertainment and media. We anticipate that future advertising revenue will be driven by a combination of price and the number of ads delivered."}
-{"_id": "META20230803", "title": "META Other revenue", "text": "FoA other revenue in 2023 increased $250 million, or 31%, compared to 2022. The increase was mainly driven by WhatsApp Business Platform revenue."}
-{"_id": "META20230805", "title": "META Reality Labs", "text": "RL revenue in 2023 decreased $263 million, or 12%, compared to 2022. The decrease in RL revenue was mostly driven by a net decrease in the volume of Meta Quest sales."}
-{"_id": "META20230808", "title": "META Revenue Seasonality", "text": "Revenue is traditionally seasonally strong in the fourth quarter of each year due in part to seasonal holiday demand. We believe that this seasonality in both advertising revenue and RL consumer hardware sales affects our quarterly results, which generally reflect significant growth in revenue between the third and fourth quarters and a decline between the fourth and subsequent first quarters. For instance, our total revenue increased 17%, 16%, and 16% between the third and fourth quarters of 2023, 2022, and 2021, respectively, while total revenue for the first quarters of 2023, 2022, and 2021 declined 11%, 17%, and 7% compared to the fourth quarters of 2022, 2021, and 2020 respectively."}
-{"_id": "META20230811", "title": "META Foreign Exchange Impact on Revenue", "text": "Changes in foreign exchange rates had a favorable impact on our total revenue in the full year 2023 compared to the same period in 2022. If we had translated revenue for the full year 2023 using the prior year's monthly exchange rates for our settlement or billing currencies other than the U.S. dollar, our total revenue and advertising revenue would have been $134.53 billion and $131.57 billion, respectively. Using these constant rates, total revenue and advertising revenue would have been $374 million and $379 million lower than actual total revenue and advertising revenue, respectively, for the full year 2023. Using the same constant rates, full year 2023 total revenue and advertising revenue would have been $17.92 billion and $17.93 billion higher than actual total revenue and advertising revenue, respectively, for the full year 2022."}
-{"_id": "META20230817", "title": "META Cost of revenue", "text": " ##########Year Ended December 31,################ ####2023######2022######2021####2023 vs 2022 % change####2022 vs 2021 % change## ################(in millions, except percentages)########## Cost of revenue##$##25,959####$##25,249####$##22,649####3##%##11##% Percentage of revenue####19##%####22##%####19##%########"}
-{"_id": "META20230818", "title": "META Cost of revenue", "text": "Cost of revenue in 2023 increased $710 million, or 3%, compared to 2022. The increase was primarily driven by higher operational expenses related to our data centers and technical infrastructure, partially offset by a decrease in data center abandonment charges related to restructuring and lower content costs."}
-{"_id": "META20230819", "title": "META Cost of revenue", "text": "See Note 3 \u2014 Restructuring in the notes to the consolidated financial statements included in Part II, Item 8, \"Financial Statements and Supplementary Data\" of this Annual Report on Form 10-K for additional information regarding restructuring charges."}
-{"_id": "META20230825", "title": "META Research and development", "text": " ##########Year Ended December 31,################ ####2023######2022######2021####2023 vs 2022 % change####2022 vs 2021 % change## ################(in millions, except percentages)########## Research and development##$##38,483####$##35,338####$##24,655####9##%##43##% Percentage of revenue####29##%####30##%####21##%########"}
-{"_id": "META20230826", "title": "META Research and development", "text": "Research and development expenses in 2023 increased $3.15 billion, or 9%, compared to 2022. The increase was primarily from higher payroll and related expenses driven by an increase in share-based compensation expenses."}
-{"_id": "META20230832", "title": "META Marketing and sales", "text": " ##########Year Ended December 31,################ ####2023######2022######2021####2023 vs 2022 % change####2022 vs 2021 % change## ################(in millions, except percentages)########## Marketing and sales##$##12,301####$##15,262####$##14,043####(19)##%##9##% Percentage of revenue####9##%####13##%####12##%########"}
-{"_id": "META20230834", "title": "META Marketing and sales", "text": "Marketing and sales expenses in 2023 decreased $2.96 billion, or 19%, compared to 2022. The decrease was mainly due to decreases in marketing and promotional expenses as well as payroll and related expenses. The payroll and related expenses decreased as a result of a decrease in employee headcount from December 31, 2022 to December 31, 2023 in our marketing and sales functions."}
-{"_id": "META20230841", "title": "META General and administrative", "text": " ##########Year Ended December 31,################ ####2023######2022######2021####2023 vs 2022 % change####2022 vs 2021 % change## ################(in millions, except percentages)########## General and administrative##$##11,408####$##11,816####$##9,829####(3)##%##20##% Percentage of revenue####8##%####10##%####8##%########"}
-{"_id": "META20230842", "title": "META General and administrative", "text": "General and administrative expenses in 2023 decreased $408 million, or 3%, compared to 2022. The decrease was mainly due to lower payroll and related expenses, as a result of a decrease in employee headcount from December 31, 2022 to December 31, 2023 in our general and administrative functions."}
-{"_id": "META20230850", "title": "META Segment profitability", "text": "The following table sets forth income (loss) from operations by segment: ########Year Ended December 31,############ ####2023####2022####2021##2023 vs 2022 % change####2022 vs 2021 % change## ############(in millions, except percentages)######## Family of Apps##$##62,871##$##42,661##$##56,946##47##%##(25)##% Reality Labs####(16,120)####(13,717)####(10,193)##(18)##%##(35)##% Total income from operations##$##46,751##$##28,944##$##46,753##62##%##(38)##%"}
-{"_id": "META20230852", "title": "META Family of Apps", "text": "FoA income from operations in 2023 increased $20.21 billion, or 47%, compared to 2022. The increase was mostly driven by higher advertising revenue and a decrease in marketing and sales expenses."}
-{"_id": "META20230854", "title": "META Reality Labs", "text": "RL loss from operations in 2023 increased $2.40 billion, or 18%, compared to 2022. The increase in loss was mainly due to an increase in payroll and related expenses and a decrease in RL revenue."}
-{"_id": "META20230863", "title": "META Interest and other income (expense), net", "text": " ########Year Ended December 31,############ ####2023####2022####2021##2023 vs 2022 % change####2022 vs 2021 % change## ############(in millions, except percentages)######## Interest income##$##1,639##$##461##$##484##256##%##(5)##% Interest expense####(446)####(185)####(23)##(141)##%##NM## Foreign currency exchange losses, net####(366)####(81)####(140)##(352)##%##42##% Other income (expense), net####(150)####(320)####210##53##%##(252)##% Interest and other income (expense), net##$##677##$##(125)##$##531##NM####(124)##%"}
-{"_id": "META20230865", "title": "META Interest and other income (expense), net", "text": "Interest and other income (expense), net in 2023 increased $802 million compared to 2022. The increase in interest income was due to a combination of higher interest rates and higher balances, compared to the same period in 2022. Changes in other income (expense), net were mostly related to gains (losses) recognized for our equity investments."}
-{"_id": "META20230872", "title": "META Provision for income taxes", "text": " ##########Year Ended December 31,################ ####2023######2022######2021####2023 vs 2022 % change####2022 vs 2021 % change## ################(in millions, except percentages)########## Provision for income taxes##$##8,330####$##5,619####$##7,914####48##%##(29)##% Effective tax rate####18##%####19##%####17##%########"}
-{"_id": "META20230873", "title": "META Provision for income taxes", "text": "Our provision for income taxes in 2023 increased $2.71 billion, or 48%, compared to 2022, due to an increase in income before provision for income taxes."}
-{"_id": "META20230874", "title": "META Provision for income taxes", "text": "Our effective tax rate in 2023 decreased compared to 2022, primarily due to excess tax benefits recognized from share-based compensation in 2023 and the effect of additional guidance issued by the Internal Revenue Service (IRS) providing temporary relief on foreign tax credits. This was partially offset by a decrease in the proportion of U.S. tax benefits from foreign-derived intangible income relative to income before provision for income taxes and additional clarification issued by the IRS in September 2023 regarding research and development expenses subject to mandatory capitalization and amortization."}
-{"_id": "META20230875", "title": "META Provision for income taxes", "text": "Effective Tax Rate Items. Our effective tax rate in the future will depend upon the proportion between the following items and income before provision for income taxes: U.S. tax benefits from foreign-derived intangible income, tax effects from share-based compensation, research tax credit, tax effects from capital losses not expected to be utilized, restructurings, settlement of tax contingency items, tax effects of changes in our business, and the effects of changes in tax law."}
-{"_id": "META20230876", "title": "META Provision for income taxes", "text": "The accounting for share-based compensation may increase or decrease our effective tax rate based upon the difference between our share-based compensation expense and the deductions taken on our tax return, which depend upon the stock price at the time of employee award vesting. If our stock price remains constant to the January 26, 2024 price, and absent any changes to U.S. tax law, we expect our effective tax rate for the full year 2024 to be in the mid-teens. This includes the effects of the mandatory capitalization and amortization of research and development expenses incurred in 2023, as required by the 2017 Tax Cuts and Jobs Act (Tax Act). The mandatory capitalization requirement increased our 2023 cash tax liabilities materially but also decreased our effective tax rate due to increasing the foreign-derived intangible income deduction. If the mandatory capitalization is deferred, our effective tax rate in 2024 could be higher when compared to current law and our cash tax liabilities could be lower."}
-{"_id": "META20230877", "title": "META Provision for income taxes", "text": "Unrecognized Tax Benefits. As of December 31, 2023, we had net uncertain tax positions of $6.95 billion which were accrued as other liabilities. These unrecognized tax benefits were predominantly accrued for uncertainties related to transfer pricing with our foreign subsidiaries, which includes licensing of intellectual property, providing services and other transactions, as well as for uncertainties regarding the utilization of our research tax credits. The ultimate settlement of the liabilities will depend upon resolution of tax audits, litigation, or events that would otherwise change the assessment of such items. Based upon the status of litigation described below and the current status of tax audits in various jurisdictions, we do not anticipate a material change to such amounts within the next 12 months."}
-{"_id": "META20230879", "title": "META Provision for income taxes", "text": "See Note 15 \u2014 Income Taxes in the notes to the consolidated financial statements included in Part II, Item 8, \"Financial Statements and Supplementary Data\" of this Annual Report on Form 10-K for additional information regarding income tax contingencies."}
-{"_id": "META20230882", "title": "META Liquidity and Capital Resources", "text": "Our principal sources of liquidity are our cash, cash equivalents, marketable securities, and cash generated from operations. Cash, cash equivalents, and marketable securities are comprised of cash on deposit with banks, time deposits, money market funds, U.S. government and agency securities, and investment grade corporate debt securities. As part of our cash management strategy, we concentrate cash deposits with large financial institutions and our investment holdings are in diversified highly rated securities. Cash, cash equivalents, and marketable securities were $65.40 billion as of December 31, 2023, an increase of $24.67 billion from December 31, 2022. The increase was mostly due to $71.11 billion of cash generated from operations, and $8.46 billion of net proceeds from the issuance of fixed-rate senior unsecured notes (the Notes) in May 2023. These increases were partially offset by $28.10 billion for capital expenditures, including principal payments on finance leases, $19.77 billion for repurchases of our Class A common stock, and $7.01 billion of taxes paid related to net share settlement of employee restricted stock unit (RSU) awards."}
-{"_id": "META20230888", "title": "META Liquidity and Capital Resources", "text": "The following table presents our cash flows (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Net cash provided by operating activities##$##71,113##$##50,475##$##57,683 Net cash used in investing activities##$##(24,495)##$##(28,970)##$##(7,570) Net cash used in financing activities##$##(19,500)##$##(22,136)##$##(50,728)"}
-{"_id": "META20230890", "title": "META Cash Provided by Operating Activities", "text": "Cash provided by operating activities during 2023 mostly consisted of $39.10 billion net income adjusted for certain non-cash items, such as $14.03 billion of share-based compensation expense and $11.18 billion of depreciation and amortization expense, as well as $3.29 billion of favorable changes in working capital. The increase in cash flows from operating activities during 2023 compared to 2022 was mostly due to an increase in cash collection from our customers driven by the increase in revenue, and a decrease in payments to our vendors."}
-{"_id": "META20230892", "title": "META Cash Used in Investing Activities", "text": "Cash used in investing activities during 2023 mostly consisted of $27.05 billion of net purchases of property and equipment as we continued to invest in data centers, servers, and network infrastructure, partially offset by $3.20 billion net proceeds from maturities and sales of marketable debt securities. The decrease in cash used in investing activities during 2023 compared to 2022 was mostly due to a decrease in purchases of property and equipment."}
-{"_id": "META20230893", "title": "META Cash Used in Investing Activities", "text": "We anticipate making capital expenditures of approximately $30 billion to $37 billion in 2024."}
-{"_id": "META20230895", "title": "META Cash Used in Financing Activities", "text": "Cash used in financing activities during 2023 mostly consisted of $19.77 billion for repurchases of our Class A common stock and $7.01 billion of taxes paid related to net share settlement of RSUs, partially offset by $8.46 billion proceeds from the issuance of the Notes in May 2023. The decrease in cash used in financing activities during 2023 compared to 2022 was mainly due to a decrease in cash paid for repurchases of our Class A common stock, partially offset by an increase in taxes paid related to net share settlement of employee RSU awards and a decrease in net proceeds from our debt offerings."}
-{"_id": "META20230898", "title": "META Free Cash Flow", "text": "In addition to other financial measures presented in accordance with U.S. GAAP, we monitor free cash flow (FCF) as a non-GAAP measure to manage our business, make planning decisions, evaluate our performance, and allocate resources. We define FCF as net cash provided by operating activities reduced by net purchases of property and equipment and principal payments on finance leases."}
-{"_id": "META20230900", "title": "META Table of Contents", "text": "We believe that FCF is one of the key financial indicators of our business performance over the long term and provides useful information regarding how cash provided by operating activities compares to the property and equipment investments required to maintain and grow our business."}
-{"_id": "META20230901", "title": "META Table of Contents", "text": "We have chosen our definition for FCF because we believe that this methodology can provide useful supplemental information to help investors better understand underlying trends in our business. We use FCF in discussions with our senior management and board of directors."}
-{"_id": "META20230904", "title": "META Table of Contents", "text": "FCF has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of other GAAP financial measures, such as net cash provided by operating activities. FCF is not intended to represent our residual cash flow available for discretionary expenses. Some of the limitations of FCF are: \u2022FCF does not reflect our future contractual commitments; and \u2022other companies in our industry present similarly titled measures differently than we do, limiting their usefulness as comparative measures."}
-{"_id": "META20230905", "title": "META Table of Contents", "text": "Management compensates for the inherent limitations associated with using the FCF measure through disclosure of such limitations, presentation of our financial statements in accordance with GAAP, and reconciliation of FCF to the most directly comparable GAAP measure, net cash provided by operating activities, as presented below."}
-{"_id": "META20230912", "title": "META Table of Contents", "text": "The following is a reconciliation of FCF to the most comparable GAAP measure, net cash provided by operating activities (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Net cash provided by operating activities##$##71,113##$##50,475##$##57,683 Purchases of property and equipment, net####(27,045)####(31,186)####(18,567) Principal payments on finance leases####(1,058)####(850)####(677) Free cash flow##$##43,010##$##18,439##$##38,439"}
-{"_id": "META20230914", "title": "META Material Cash Requirements", "text": "We currently anticipate that our available funds and cash flow from operations and financing activities will be sufficient to meet our operational cash needs and fund our share repurchases and dividend payments for at least the next 12 months and thereafter for the foreseeable future. We continuously evaluate our liquidity and capital resources, including our access to external capital, to ensure we can finance our future capital requirements."}
-{"_id": "META20230916", "title": "META Leases and Contractual Commitments", "text": "Our operating lease obligations mostly include offices, data centers, and colocations. Our finance lease obligations include certain network infrastructure. Our facilities consolidation restructuring efforts did not materially change our operating lease obligations."}
-{"_id": "META20230917", "title": "META Leases and Contractual Commitments", "text": "Our contractual commitments are primarily related to our investments in servers, network infrastructure, and consumer hardware products in Reality Labs."}
-{"_id": "META20230920", "title": "META Long-term Debt", "text": "As of December 31, 2023, we had outstanding long-term debt in the form of senior unsecured notes for an aggregate principal amount of $18.50 billion. These notes were issued in multiple series, which mature from 2027 through 2063. Short-term and long-term future interest payments obligations as of December 31, 2023 are $848 million and $16.40 billion, respectively. Net proceeds from the offerings are used for general corporate purposes, which may include, but are not limited to, capital expenditures, share repurchases, dividend payments, acquisitions or investments."}
-{"_id": "META20230923", "title": "META Share Repurchase", "text": "Our board of directors has authorized a share repurchase program of our Class A common stock, which commenced in January 2017 and does not have an expiration date. In 2023, we repurchased and subsequently retired 92 million shares of our Class A common stock for an aggregate amount of $20.03 billion, which includes the 1% excise tax accruals as a result of the Inflation Reduction Act of 2022. As of December 31, 2023, $30.93 billion remained available and authorized for repurchases. In January 2024, an additional $50 billion of repurchases was authorized under this program."}
-{"_id": "META20230925", "title": "META Dividend", "text": "On February 1, 2024, we announced the initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of common stock is equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close of business on February 22, 2024."}
-{"_id": "META20230926", "title": "META Dividend", "text": "Subject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay a quarterly cash dividend on our outstanding Class A common stock and Class B common stock. The declaration and payment of future dividends is at the sole discretion of our board of directors after taking into account various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs."}
-{"_id": "META20230928", "title": "META Taxes", "text": "Cash paid for income taxes was $6.61 billion for the year ended December 31, 2023. As of December 31, 2023, we had taxes payable of $1.14 billion related to a one-time transition tax payable incurred as a result of the Tax Act, of which $575 million is due within one year. As permitted by the Tax Act, we will pay the transition tax in annual interest-free installments through 2025. Our other liabilities also include $6.95 billion related to the uncertain tax positions as of December 31, 2023. Due to uncertainties in the timing of the completion of tax audits, the timing of the resolution of these positions is uncertain and we are unable to make a reasonably reliable estimate of the timing of payments."}
-{"_id": "META20230930", "title": "META Loss Contingencies", "text": "We are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations. We record a liability when we believe that it is both probable that a liability has been incurred, and that the amount can be reasonably estimated. If we determine there is a reasonable possibility that we may incur a loss and the loss or range of loss can be estimated, we disclose the possible loss in the accompanying notes to the consolidated financial statements to the extent material. Significant judgment is required to determine both probability and the estimated amount of loss. Such matters are inherently unpredictable and subject to significant uncertainties, some of which are beyond our control. Should any of these estimates and assumptions change or prove to be incorrect, it could have a material impact on our results of operations, financial position, and cash flows."}
-{"_id": "META20230931", "title": "META Loss Contingencies", "text": "See Note 8 \u2014 Leases, Note 10 \u2014 Long-term Debt, Note 12 \u2014 Commitments and Contingencies, Note 13 \u2014 Stockholders' Equity, and Note 15 \u2014 Income Taxes in the notes to the consolidated financial statements included in Part II, Item 8, and \"Legal Proceedings\" contained in Part I, Item 3 of this Annual Report on Form 10-K for additional information regarding leases and contractual commitments, debt, taxes, and contingencies."}
-{"_id": "META20230934", "title": "META Recently Issued Accounting Pronouncements", "text": "For information on recently issued accounting pronouncements, see Note 1 \u2014 Summary of Significant Accounting Policies in the accompanying notes to the consolidated financial statements included in Part II, Item 8, \"Financial Statements and Supplementary Data\" of this Annual Report on Form 10-K."}
-{"_id": "META20230937", "title": "META and Qualitative Disclosures About Market Risk", "text": "We are exposed to market risks, including changes to foreign currency exchange rates, interest rates, and equity price risk."}
-{"_id": "META20230939", "title": "META Foreign Currency Exchange Risk", "text": "We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the Euro. Accordingly, changes in exchange rates, and in particular a strengthening of the U.S. dollar, have in the past, and may in the future, negatively affect our revenue and other operating results as expressed in U.S. dollars. See Management's Discussion and Analysis of Financial Condition and Results of Operations \u2014 Foreign Exchange Impact on Revenue section included in Part II, Item 7 of this Annual Report on Form 10-K for additional information."}
-{"_id": "META20230940", "title": "META Foreign Currency Exchange Risk", "text": "We have experienced and will continue to experience fluctuations in our net income as a result of transaction gains or losses related to remeasuring monetary asset and liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. At this time, we have not entered into, but in the future we may enter into, derivatives or other financial instruments in an attempt to hedge our foreign currency exchange risk. It is difficult to predict the effect hedging activities would have on our results of operations. Foreign currency exchange net losses of $366 million, $81 million, and $140 million were recognized in 2023, 2022, and 2021, respectively."}
-{"_id": "META20230942", "title": "META Interest Rate Sensitivity", "text": "Our exposure to changes in interest rates relates primarily to interest income and market value of our cash equivalents, marketable debt securities, and the fair value of our long-term debt."}
-{"_id": "META20230943", "title": "META Interest Rate Sensitivity", "text": "Our cash, cash equivalents, and marketable debt securities consist of cash, time deposits, money market funds, U.S. government securities, U.S. government agency securities, and investment grade corporate debt securities. Our investment policy and strategy are focused on preservation of capital and supporting our liquidity requirements. Changes in U.S. interest rates affect the interest earned on our cash, cash equivalents, and marketable securities, and the market value of those securities. A hypothetical 100 basis point increase in market interest rates would have resulted in a decrease of $355 million and $558 million in the market value of our available-for-sale debt securities and cash equivalents as of December 31, 2023 and 2022, respectively. Any realized gains or losses resulting from such interest rate changes and from the current unrealized gains or losses would only occur if we sold the investments prior to maturity."}
-{"_id": "META20230945", "title": "META Interest Rate Sensitivity", "text": "As of December 31, 2023 and 2022, we also had aggregate principal amounts of fixed-rate senior notes (the Notes) outstanding of $18.50 billion and $10.00 billion, respectively. Since our Notes bear interest at fixed rates and are carried at amortized cost, fluctuations in interest rates do not have any impact on our consolidated financial statements. However, the fair value of the Notes will fluctuate with movements in market interest rates, increasing in periods of declining interest rates and declining in periods of increasing interest rates."}
-{"_id": "META20230948", "title": "META Equity Price Risk", "text": "Our equity investments are in non-marketable equity securities and are subject to equity price risks that could have a material impact on the carrying value of our holdings."}
-{"_id": "META20230949", "title": "META Equity Price Risk", "text": "Our non-marketable equity securities are investments in privately-held companies without readily determinable fair values. We elected to account for substantially all of our non-marketable equity securities using the measurement alternative, which is cost, less any impairment, adjusted for changes in fair value resulting from observable transactions for identical or similar investments of the same issuer. We perform a qualitative assessment at each reporting date to determine whether there are triggering events for impairment. The qualitative assessment considers factors such as, but not limited to, the investee's financial condition and business outlook; industry and sector performance; economic or technological environment; and other relevant events and factors affecting the investee. Valuations of our non-marketable equity securities are complex due to the lack of readily available market data and observable transactions. Uncertainties in the global economic climate and financial markets could adversely impact the valuation of these companies we invest in and, therefore, result in a material impairment or downward adjustment in our investments. Our total non-marketable equity securities, which mostly consists of our investment in Jio Platforms Limited, had a carrying value of $6.14 billion and $6.20 billion as of December 31, 2023 and 2022, respectively."}
-{"_id": "META20230951", "title": "META Equity Price Risk", "text": "For additional information, see Note 1 \u2014 Summary of Significant Accounting Policies, Note 5 \u2014 Financial Instruments, Note 6 \u2014 Non-marketable Equity Securities, and Note 10 \u2014 Long-term Debt in the notes to the consolidated financial statements included in Part II, Item 8, \"Financial Statements and Supplementary Data\" and Part II, Item 7, \"Management\u2019s Discussion and Analysis of Financial Conditions and Results of Operations \u2014 Critical Accounting Estimates\" contained in this Annual Report on Form 10-K."}
-{"_id": "META20230954", "title": "META Statements and Supplementary Data", "text": "META PLATFORMS, INC."}
-{"_id": "META20230963", "title": "META INDEX TO CONSOLIDATED FINANCIAL STATEMENTS", "text": " ##Page Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 42)##85 Consolidated Financial Statements:## Consolidated Balance Sheets##89 Consolidated Statements of Income##90 Consolidated Statements of Comprehensive Income##91 Consolidated Statements of Stockholders' Equity##92 Consolidated Statements of Cash Flows##93"}
-{"_id": "META20230968", "title": "META Report of Independent Registered Public Accounting Firm", "text": "To the Stockholders and the Board of Directors of Meta Platforms, Inc."}
-{"_id": "META20230970", "title": "META Opinion on the Financial Statements", "text": "We have audited the accompanying consolidated balance sheets of Meta Platforms, Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the \"consolidated financial statements\"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles."}
-{"_id": "META20230971", "title": "META Opinion on the Financial Statements", "text": "We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control \u2013 Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 1, 2024, expressed an unqualified opinion thereon."}
-{"_id": "META20230973", "title": "META Basis for Opinion", "text": "These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "META20230974", "title": "META Basis for Opinion", "text": "We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion."}
-{"_id": "META20230977", "title": "META Critical Audit Matters", "text": "The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the Audit & Risk Oversight Committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate."}
-{"_id": "META20230980", "title": "META Loss Contingencies", "text": "Description of the Matter As described in Note 12 to the consolidated financial statements, the Company is party to various legal proceedings, claims, and regulatory or government inquiries and investigations. The Company accrues a liability when it believes a loss is probable and the amount can be reasonably estimated. In addition, the Company believes it is reasonably possible that it will incur a loss in some of these cases, actions or inquiries described above. When applicable, the Company discloses an estimate of the amount of loss or range of possible loss that may be incurred. However, for certain other matters, the Company discloses that the amount of such losses or a range of possible losses cannot be reasonably estimated at this time. Auditing the Company's accounting for, and disclosure of, these loss contingencies was especially challenging due to the significant judgment required to evaluate management's assessments of the likelihood of a loss, and their estimate of the potential amount or range of such losses."}
-{"_id": "META20230982", "title": "META Loss Contingencies", "text": "How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the identification and evaluation of these matters, including controls relating to the Company's assessment of the likelihood that a loss will be realized and their ability to reasonably estimate the potential range of possible losses.  Our audit procedures included reading the minutes or a summary of the meetings of the committees of the board of directors, reading the proceedings, claims, and regulatory, or government inquiries and investigations, or summaries as we deemed appropriate, requesting and receiving internal and external legal counsel confirmation letters, meeting with internal and external legal counsel to discuss the nature of the various matters, and obtaining representations from management. We also evaluated the appropriateness of the related disclosures included in Note 12 to the consolidated financial statements."}
-{"_id": "META20230985", "title": "META Uncertain Tax Positions", "text": "Description of the Matter As discussed in Note 15 to the consolidated financial statements, the Company has received certain notices from the Internal Revenue Service (IRS) related to transfer pricing agreements with the Company's foreign subsidiaries for certain periods examined. The IRS has stated that it will also apply its position to tax years subsequent to those examined. If the IRS prevails in its position, it could result in an additional federal tax liability, plus interest and any penalties asserted. The Company uses judgment to (1) determine whether a tax position's technical merits are more-likely-than-not to be sustained and (2) measure the amount of tax benefit that qualifies for recognition. Auditing the Company's accounting for, and disclosure of, these uncertain tax positions was especially challenging due to the significant judgment required to assess management's evaluation of technical merits and the measurement of the tax position based on interpretations of tax laws and legal rulings."}
-{"_id": "META20230986", "title": "META Uncertain Tax Positions", "text": "How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's process to assess the technical merits of tax positions related to these transfer pricing agreements and to measure the benefit of those tax positions.  As part of our audit procedures over the Company's accounting for these positions, we involved our tax professionals to assist with our assessment of the technical merits of the Company's tax positions. This included assessing the Company's correspondence with the relevant tax authorities, evaluating income tax opinions or other third-party advice obtained by the Company, and requesting and receiving confirmation letters from third-party advisors. We also used our knowledge of, and experience with, the application of international and local income tax laws by the relevant income tax authorities to evaluate the Company's accounting for those tax positions. We analyzed the Company's assumptions and data used to determine the amount of the federal tax liability recognized and tested the mathematical accuracy of the underlying data and calculations. We also evaluated the appropriateness of the related disclosures included in Note 15 to the consolidated financial statements in relation to these matters."}
-{"_id": "META20230988", "title": "META /s/ Ernst & Young LLP", "text": "We have served as the Company's auditor since 2007."}
-{"_id": "META20230994", "title": "META Report of Independent Registered Public Accounting Firm", "text": "To the Stockholders and the Board of Directors of Meta Platforms, Inc."}
-{"_id": "META20230996", "title": "META Opinion on Internal Control over Financial Reporting", "text": "We have audited Meta Platforms, Inc.'s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control \u2013 Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, Meta Platforms, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria."}
-{"_id": "META20230997", "title": "META Opinion on Internal Control over Financial Reporting", "text": "We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 1, 2024 expressed an unqualified opinion thereon."}
-{"_id": "META20230999", "title": "META Basis for Opinion", "text": "The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "META20231000", "title": "META Basis for Opinion", "text": "We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects."}
-{"_id": "META20231001", "title": "META Basis for Opinion", "text": "Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion."}
-{"_id": "META20231003", "title": "META Definition and Limitations of Internal Control Over Financial Reporting", "text": "A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements."}
-{"_id": "META20231004", "title": "META Definition and Limitations of Internal Control Over Financial Reporting", "text": "Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate."}
-{"_id": "META20231010", "title": "META Table of Contents", "text": "META PLATFORMS, INC."}
-{"_id": "META20231047", "title": "META CONSOLIDATED BALANCE SHEETS (In millions, except for number of shares and par value)", "text": " ######December 31,#### ####2023######2022 Assets########## Current assets:########## Cash and cash equivalents##$##41,862####$##14,681 Marketable securities####23,541######26,057 Accounts receivable, net####16,169######13,466 Prepaid expenses and other current assets####3,793######5,345 Total current assets####85,365######59,549 Non-marketable equity securities####6,141######6,201 Property and equipment, net####96,587######79,518 Operating lease right-of-use assets####13,294######12,673 Intangible assets, net####788######897 Goodwill####20,654######20,306 Other assets####6,794######6,583 Total assets##$##229,623####$##185,727 Liabilities and stockholders' equity########## Current liabilities:########## Accounts payable##$##4,849####$##4,990 Partners payable####863######1,117 Operating lease liabilities, current####1,623######1,367 Accrued expenses and other current liabilities####24,625######19,552 Total current liabilities####31,960######27,026 Operating lease liabilities, non-current####17,226######15,301 Long-term debt####18,385######9,923 Other liabilities####8,884######7,764 Total liabilities####76,455######60,014 Commitments and contingencies########## Stockholders' equity:########## Common stock, $0.000006 par value; 5,000 million Class A shares authorized, 2,211 million and 2,247 million shares issued and outstanding, as of December 31, 2023 and 2022, respectively; 4,141 million Class B shares authorized, 350 million and 367 million shares issued and outstanding, as of December 31, 2023 and 2022, respectively####\u2014######\u2014 Additional paid-in capital####73,253######64,444 Accumulated other comprehensive loss####(2,155)######(3,530) Retained earnings####82,070######64,799 Total stockholders' equity####153,168######125,713 Total liabilities and stockholders' equity##$##229,623####$##185,727"}
-{"_id": "META20231049", "title": "META CONSOLIDATED BALANCE SHEETS (In millions, except for number of shares and par value)", "text": "See Accompanying Notes to Consolidated Financial Statements."}
-{"_id": "META20231051", "title": "META Table of Contents", "text": "META PLATFORMS, INC."}
-{"_id": "META20231073", "title": "META CONSOLIDATED STATEMENTS OF INCOME (In millions, except per share amounts)", "text": " ########Year Ended December 31,#### ####2023####2022####2021 Revenue##$##134,902##$##116,609##$##117,929 Costs and expenses:############ Cost of revenue####25,959####25,249####22,649 Research and development####38,483####35,338####24,655 Marketing and sales####12,301####15,262####14,043 General and administrative####11,408####11,816####9,829 Total costs and expenses####88,151####87,665####71,176 Income from operations####46,751####28,944####46,753 Interest and other income (expense), net####677####(125)####531 Income before provision for income taxes####47,428####28,819####47,284 Provision for income taxes####8,330####5,619####7,914 Net income##$##39,098##$##23,200##$##39,370 Earnings per share attributable to Class A and Class B common stockholders:############ Basic##$##15.19##$##8.63##$##13.99 Diluted##$##14.87##$##8.59##$##13.77 Weighted-average shares used to compute earnings per share attributable to Class A and Class B common stockholders:############ Basic####2,574####2,687####2,815 Diluted####2,629####2,702####2,859"}
-{"_id": "META20231075", "title": "META CONSOLIDATED STATEMENTS OF INCOME (In millions, except per share amounts)", "text": "See Accompanying Notes to Consolidated Financial Statements."}
-{"_id": "META20231077", "title": "META Table of Contents", "text": "META PLATFORMS, INC."}
-{"_id": "META20231086", "title": "META CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In millions)", "text": " ########Year Ended December 31,#### ####2023####2022####2021 Net income##$##39,098##$##23,200##$##39,370 Other comprehensive income (loss):############ Change in foreign currency translation adjustment, net of tax####618####(1,184)####(1,116) Change in unrealized gain (loss) on available-for-sale investments and other, net of tax####757####(1,653)####(504) Comprehensive income##$##40,473##$##20,363##$##37,750"}
-{"_id": "META20231088", "title": "META CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In millions)", "text": "See Accompanying Notes to Consolidated Financial Statements."}
-{"_id": "META20231090", "title": "META Table of Contents", "text": "META PLATFORMS, INC."}
-{"_id": "META20231116", "title": "META CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In millions)", "text": " ####Class A and Class B Common Stock#### ##Shares######Par Value Balances at December 31, 2020##2,849####$##\u2014 Issuance of common stock##45######\u2014 Shares withheld related to net share settlement##(17)######\u2014 Share-based compensation##\u2014######\u2014 Share repurchases##(136)######\u2014 Other comprehensive loss##\u2014######\u2014 Net income##\u2014######\u2014 Balances at December 31, 2021##2,741######\u2014 Issuance of common stock##54######\u2014 Shares withheld related to net share settlement##(20)######\u2014 Share-based compensation##\u2014######\u2014 Share repurchases##(161)######\u2014 Other comprehensive loss##\u2014######\u2014 Net income##\u2014######\u2014 Balances at December 31, 2022##2,614######\u2014 Issuance of common stock##65######\u2014 Shares withheld related to net share settlement##(26)######\u2014 Share-based compensation##\u2014######\u2014 Share repurchases##(92)######\u2014 Other comprehensive income##\u2014######\u2014 Net income##\u2014######\u2014 Balances at December 31, 2023##2,561####$##\u2014"}
-{"_id": "META20231118", "title": "META CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In millions)", "text": "See Accompanying Notes to Consolidated Financial Statements."}
-{"_id": "META20231120", "title": "META Table of Contents", "text": "META PLATFORMS, INC."}
-{"_id": "META20231166", "title": "META CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions)", "text": " ########Year Ended December 31,#### ####2023####2022####2021 Cash flows from operating activities############ Net income##$##39,098##$##23,200##$##39,370 Adjustments to reconcile net income to net cash provided by operating activities:############ Depreciation and amortization####11,178####8,686####7,967 Share-based compensation####14,027####11,992####9,164 Deferred income taxes####131####(3,286)####609 Impairment charges for facilities consolidation, net####2,432####2,218####\u2014 Data center assets abandonment####(224)####1,341####\u2014 Other####635####641####(127) Changes in assets and liabilities:############ Accounts receivable####(2,399)####231####(3,110) Prepaid expenses and other current assets####559####162####(1,750) Other assets####(80)####(106)####(349) Accounts payable####51####210####1,436 Partners payable####(271)####90####(12) Accrued expenses and other current liabilities####5,352####4,210####3,544 Other liabilities####624####886####941 Net cash provided by operating activities####71,113####50,475####57,683 Cash flows from investing activities############ Purchases of property and equipment####(27,266)####(31,431)####(18,690) Proceeds relating to property and equipment####221####245####123 Purchases of marketable debt securities####(2,982)####(9,626)####(30,407) Sales and maturities of marketable debt securities####6,184####13,158####42,586 Acquisitions of businesses and intangible assets####(629)####(1,312)####(851) Other investing activities####(23)####(4)####(331) Net cash used in investing activities####(24,495)####(28,970)####(7,570) Cash flows from financing activities############ Taxes paid related to net share settlement of equity awards####(7,012)####(3,595)####(5,515) Repurchases of Class A common stock####(19,774)####(27,956)####(44,537) Proceeds from issuance of long-term debt, net####8,455####9,921####\u2014 Principal payments on finance leases####(1,058)####(850)####(677) Other financing activities####(111)####344####1 Net cash used in financing activities####(19,500)####(22,136)####(50,728) Effect of exchange rate changes on cash, cash equivalents, and restricted cash####113####(638)####(474) Net increase (decrease) in cash, cash equivalents, and restricted cash####27,231####(1,269)####(1,089) Cash, cash equivalents, and restricted cash at beginning of the period####15,596####16,865####17,954 Cash, cash equivalents, and restricted cash at end of the period##$##42,827##$##15,596##$##16,865 Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets############ Cash and cash equivalents##$##41,862##$##14,681##$##16,601 Restricted cash, included in prepaid expenses and other current assets####99####294####149 Restricted cash, included in other assets####866####621####115 Total cash, cash equivalents, and restricted cash##$##42,827##$##15,596##$##16,865"}
-{"_id": "META20231168", "title": "META CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions)", "text": "See Accompanying Notes to Consolidated Financial Statements."}
-{"_id": "META20231170", "title": "META Table of Contents", "text": "META PLATFORMS, INC."}
-{"_id": "META20231182", "title": "META CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions)", "text": " ########Year Ended December 31,#### ####2023####2022####2021 Supplemental cash flow data############ Cash paid for income taxes, net##$##6,607##$##6,407##$##8,525 Cash paid for interest, net of amounts capitalized##$##448##$##\u2014##$##\u2014 Non-cash investing and financing activities:############ Property and equipment in accounts payable and accrued expenses and other current liabilities##$##4,105##$##3,319##$##3,404 Acquisition of businesses in accrued expenses and other current liabilities and other liabilities##$##119##$##291##$##73 Other current assets through financing arrangement in accrued expenses and other current liabilities##$##15##$##16##$##508 Repurchases of Class A common stock in accrued expenses and other current liabilities##$##474##$##310##$##340"}
-{"_id": "META20231184", "title": "META CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions)", "text": "See Accompanying Notes to Consolidated Financial Statements."}
-{"_id": "META20231186", "title": "META Table of Contents", "text": "META PLATFORMS, INC."}
-{"_id": "META20231190", "title": "META Organization and Description of Business", "text": "We were incorporated in Delaware in July 2004. Our mission is to give people the power to build community and bring the world closer together. All of our products, including our apps, share the vision of helping to bring the metaverse to life."}
-{"_id": "META20231191", "title": "META Organization and Description of Business", "text": "We report our financial results based on two reportable segments: Family of Apps (FoA) and Reality Labs (RL). The segment information aligns with how the chief operating decision maker (CODM), who is our chief executive officer (CEO), reviews and manages the business. We generate substantially all of our revenue from advertising."}
-{"_id": "META20231193", "title": "META Basis of Presentation", "text": "We prepared the consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP). The consolidated financial statements include the accounts of Meta Platforms, Inc., its subsidiaries where we have controlling financial interests, and any variable interest entities for which we are deemed to be the primary beneficiary. All intercompany balances and transactions have been eliminated."}
-{"_id": "META20231195", "title": "META Use of Estimates", "text": "Preparation of consolidated financial statements in conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, those related to loss contingencies, income taxes, valuation of long-lived assets and their associated estimated useful lives, valuation of non-marketable equity securities, revenue recognition, valuation of goodwill, credit losses of available-for-sale (AFS) debt securities and accounts receivable, and fair value of financial instruments and leases. These estimates are based on management's knowledge about current events, interpretation of regulations, and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates."}
-{"_id": "META20231197", "title": "META Revenue Recognition", "text": "We recognize revenue under Accounting Standards Codification (ASC) 606 Revenue From Contracts With Customers. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services."}
-{"_id": "META20231198", "title": "META Revenue Recognition", "text": "Sales commissions we pay in connection with contracts are expensed when incurred because the amortization period is one year or less. These costs are recorded within marketing and sales on our consolidated statements of income. We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less."}
-{"_id": "META20231199", "title": "META Revenue Recognition", "text": "Revenue includes sales and usage\u2010based taxes, except for cases where we are acting as a pass\u2010through agent."}
-{"_id": "META20231201", "title": "META Advertising Revenue", "text": "Advertising revenue is generated by displaying ad products on Facebook, Instagram, Messenger, and third-party mobile applications. Marketers pay for ad products either directly or through their relationships with advertising agencies or resellers, based on the number of impressions delivered or the number of actions, such as clicks, taken by our users."}
-{"_id": "META20231203", "title": "META Advertising Revenue", "text": "We recognize revenue from the display of impression-based ads in the contracted period in which the impressions are delivered. Impressions are considered delivered when an ad is displayed to users. We recognize revenue from the delivery of action-based ads in the period in which a user takes the action the marketer contracted for. In general, we report advertising"}
-{"_id": "META20231205", "title": "META Table of Contents", "text": "revenue on a gross basis, since we control the advertising inventory before it is transferred to our customers. Our control is evidenced by our sole ability to monetize the advertising inventory before it is transferred to our customers."}
-{"_id": "META20231206", "title": "META Table of Contents", "text": "For revenue generated from arrangements that involve third-parties, we evaluate whether we are the principal, and report revenue on a gross basis, or the agent, and report revenue on a net basis. In this assessment, we consider if we obtain control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment, inventory risk, and discretion in establishing price."}
-{"_id": "META20231207", "title": "META Table of Contents", "text": "We may accept lower consideration than the amount promised per the contract for certain revenue transactions and certain customers may receive cash-based incentives, credits, or refunds, which are accounted for as variable consideration when estimating the amount of revenue to recognize. We estimate these amounts and reduce revenue based on the amounts expected to be provided to customers. We believe that there will not be significant changes to our estimates of variable consideration."}
-{"_id": "META20231209", "title": "META Reality Labs Revenue", "text": "RL revenue is generated from the delivery of consumer hardware products, such as Meta Quest, wearables, and related software and content. Revenue is recognized at the time control of the products is transferred to customers, which is generally at the time of delivery, in an amount that reflects the consideration RL expects to be entitled to in exchange for the products."}
-{"_id": "META20231211", "title": "META Other Revenue", "text": "Other revenue consists of revenue from WhatsApp Business Platform, net fees we receive from developers using our Payments infrastructure, and revenue from various other sources."}
-{"_id": "META20231213", "title": "META Cost of Revenue", "text": "Our cost of revenue consists of expenses associated with the delivery and distribution of our products. These mainly include expenses related to the operation of our data centers and technical infrastructure, such as depreciation expense from servers, network infrastructure and buildings, as well as payroll and related expenses which include share-based compensation for employees on our operations teams, and energy and bandwidth costs. Cost of revenue also includes costs associated with partner arrangements, including traffic acquisition costs and credit card and other fees related to processing customer transactions; RL inventory costs, which consist of cost of products sold and estimated losses on non-cancelable contractual commitments; and content costs."}
-{"_id": "META20231215", "title": "META Content Costs", "text": "Our content costs are mostly related to payments to content providers from whom we license video and music to increase engagement on the platform. We pay fees to these content providers based on revenue generated, a flat fee, or both. For licensed video, we expense the cost per title when the title is accepted and available for viewing if the capitalization criteria are not met. Video content costs that meet the criteria for capitalization were not material to date."}
-{"_id": "META20231216", "title": "META Content Costs", "text": "For licensed music, we expense the license fees over the contractual license period. We pay fees to music partners based on revenue generated, minimum guaranteed fees, flat fees, or a combination thereof. Expensed content costs are included in cost of revenue on our consolidated statements of income."}
-{"_id": "META20231218", "title": "META Software Development Costs", "text": "Software development costs, including costs to develop software products or the software component of products to be marketed or sold to external users, are expensed before the software or technology reach technological feasibility, which is typically reached shortly before the release of such products."}
-{"_id": "META20231220", "title": "META Software Development Costs", "text": "Software development costs also include costs to develop software to be used solely to meet internal needs and applications used to deliver our services. These software development costs meet the criteria for capitalization once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended. Software development costs that meet the criteria for capitalization were not material to date."}
-{"_id": "META20231223", "title": "META Share-based Compensation", "text": "Share-based compensation expense consists of the company's restricted stock units (RSUs) expense. RSUs granted to employees are measured based on the grant-date fair value. In general, our RSUs vest over a service period of four years. Share-based compensation expense is generally recognized based on the straight-line basis over the requisite service period and forfeitures are accounted for as they occur."}
-{"_id": "META20231225", "title": "META Income Taxes", "text": "We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in determining our provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws."}
-{"_id": "META20231226", "title": "META Income Taxes", "text": "We record a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, we recognize deferred income tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as for loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We recognize the deferred income tax effects of a change in tax rates in the period of the enactment."}
-{"_id": "META20231227", "title": "META Income Taxes", "text": "We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized. We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing tax planning strategies in assessing the need for a valuation allowance."}
-{"_id": "META20231228", "title": "META Income Taxes", "text": "We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. We recognize interest and penalties related to uncertain tax positions as a component of the provision for income taxes."}
-{"_id": "META20231230", "title": "META Advertising Expense", "text": "Advertising costs are expensed when incurred and are included in marketing and sales expenses on our consolidated statements of income. We incurred advertising expenses of $2.02 billion, $2.65 billion, and $2.99 billion for the years ended December 31, 2023, 2022, and 2021, respectively."}
-{"_id": "META20231232", "title": "META Employee Severance", "text": "We recognize one-time employee termination costs when notification occurs, based on the regional requirements in which the employee works."}
-{"_id": "META20231234", "title": "META Cash and Cash Equivalents, Marketable Securities, and Restricted Cash", "text": "Cash and cash equivalents consist of cash on deposit with financial institutions globally and highly liquid investments with maturities of 90 days or less from the date of purchase. We classify amounts in transit from customer credit cards and payment service providers as cash on our consolidated balance sheets."}
-{"_id": "META20231236", "title": "META Cash and Cash Equivalents, Marketable Securities, and Restricted Cash", "text": "We hold investments in marketable securities, consisting of U.S. government securities, U.S. government agency securities, and investment grade corporate debt securities. We classify our marketable securities as available-for-sale (AFS) investments in our current assets because they represent investments of cash available for current operations. Our AFS investments are carried at estimated fair value with any unrealized gains and losses, net of taxes, included in accumulated other comprehensive income (loss) in stockholders' equity. AFS debt securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of that difference, if any, is caused by expected credit losses. Allowance for credit losses on AFS debt securities are recognized as a charge in interest and other income (expense), net on our consolidated statements of income, and any remaining unrealized losses, net of taxes, are included in accumulated other comprehensive income (loss) in stockholders' equity. The amounts of credit losses recorded for the years ended December 31, 2023, 2022, and 2021 were not material. We determine realized gains or losses on sale of marketable securities on a specific"}
-{"_id": "META20231238", "title": "META Table of Contents", "text": "identification method and include such gains or losses in interest and other income (expense), net on our consolidated statements of income."}
-{"_id": "META20231239", "title": "META Table of Contents", "text": "We classify certain restricted cash balances, consisting primarily of cash related to insurance policies, and retention and indemnification holdback for our acquisitions, within prepaid expenses and other current assets and other assets on our consolidated balance sheets based upon the expected duration of the restrictions."}
-{"_id": "META20231241", "title": "META Non-marketable Equity Securities", "text": "Our non-marketable equity securities are investments in privately-held companies without readily determinable fair values. We elected to account for substantially all of our non-marketable equity securities using the measurement alternative, which is cost, less any impairment, adjusted for changes in fair value resulting from observable transactions for identical or similar investments of the same issuer as of the respective transaction dates. We periodically review our non-marketable equity securities for impairment. When indicators exist and the estimated fair value of an investment is below the carrying amount, we write down the investment to fair value. The change in carrying value, if any, gains and losses resulting from the remeasurements are recognized in interest and other income (expense), net on our consolidated statements of income. For additional information, see Note 6 \u2014 Non-marketable Equity Securities."}
-{"_id": "META20231242", "title": "META Non-marketable Equity Securities", "text": "In addition, we also held other non-marketable equity securities accounted for under the equity method which were immaterial as of December 31, 2023 and 2022."}
-{"_id": "META20231244", "title": "META Fair Value Measurements", "text": "We apply fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. We define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:"}
-{"_id": "META20231245", "title": "META Fair Value Measurements", "text": "Level 1- Quoted prices in active markets for identical assets or liabilities."}
-{"_id": "META20231246", "title": "META Fair Value Measurements", "text": "Level 2- Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities."}
-{"_id": "META20231247", "title": "META Fair Value Measurements", "text": "Level 3- Inputs that are generally unobservable and typically reflect management's estimate of assumptions that market participants would use in pricing the asset or liability."}
-{"_id": "META20231248", "title": "META Fair Value Measurements", "text": "Our cash equivalents and marketable debt securities are classified within Level 1 or Level 2 of the fair value hierarchy because their fair value is derived from quoted market prices or alternative pricing sources and models utilizing observable market inputs. Certain other assets are classified within Level 3 because factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity."}
-{"_id": "META20231249", "title": "META Fair Value Measurements", "text": "Our non-marketable equity securities accounted for using the measurement alternative are recorded at fair value on a non-recurring basis. When indicators of impairment exist or observable price changes of qualified transactions occur, the respective non-marketable equity security would be classified within Level 3 of the fair value hierarchy because the valuation methods include a combination of the observable transaction price at the transaction date and other unobservable inputs including volatility, rights, and obligations of the securities we hold."}
-{"_id": "META20231252", "title": "META Accounts Receivable and Allowances", "text": "Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. We make estimates of expected credit and collectibility trends for the allowance for credit losses and"}
-{"_id": "META20231254", "title": "META Table of Contents", "text": "allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers. Expected credit losses are recorded as general and administrative expenses on our consolidated statements of income. As of December 31, 2023 and 2022, the allowances for accounts receivable were immaterial."}
-{"_id": "META20231256", "title": "META Property and Equipment", "text": "Property and equipment, including finance leases, are depreciated and stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or the remaining lease term, whichever is shorter."}
-{"_id": "META20231263", "title": "META Property and Equipment", "text": "The estimated useful lives of property and equipment and amortization periods of finance lease right-of-use (ROU) assets are described below: Property and Equipment##Useful Life/ Amortization period Servers and network assets##Four to Five years Buildings##25 to 30 years Equipment and other##One to 25 years Finance lease right-of-use assets##Three to 20 years Leasehold improvements##Lesser of estimated useful life or remaining lease term"}
-{"_id": "META20231264", "title": "META Property and Equipment", "text": "We evaluate at least annually the recoverability of property and equipment for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If such review indicates that the carrying amount of property and equipment assets is not recoverable, and the asset's fair value is less than the carrying amount, an impairment charge is recognized. Additionally, we recorded abandonment charges and its related adjustments in 2023 and 2022 for data center construction in progress (CIP) assets under ASC Topic 360 related to our restructuring efforts. For additional information regarding our restructuring efforts, see Note 3 \u2014 Restructuring."}
-{"_id": "META20231265", "title": "META Property and Equipment", "text": "The useful lives of our property and equipment are determined by management when those assets are initially recognized and are routinely reviewed for the remaining estimated useful lives. Our current estimate of useful lives represents the best estimate of the useful lives based on current facts and circumstances, but may differ from the actual useful lives due to changes to our business operations, changes in the planned use of assets, and technological advancements. When we change the estimated useful life assumption for any asset, the remaining carrying amount of the asset is accounted for prospectively and depreciated or amortized over the revised estimated useful life."}
-{"_id": "META20231266", "title": "META Property and Equipment", "text": "Servers and network assets include property and equipment mostly in our data centers, which is used to support production traffic. Land and assets held within CIP are not depreciated. CIP is related to the construction or development of property and equipment that have not yet been placed in service for their intended use. We capitalize interest on our debt related to certain eligible CIP assets and depreciate over the useful life of the related assets."}
-{"_id": "META20231267", "title": "META Property and Equipment", "text": "The cost of maintenance and repairs is expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from their respective accounts, and gain or loss on such sale or disposal is reflected in income from operations."}
-{"_id": "META20231270", "title": "META Lease Obligations", "text": "Our operating leases mostly comprise of certain offices, data centers, and colocations. We also have finance leases for certain network infrastructure. We determine if an arrangement is a lease at inception. Most of our leases contain lease and non-lease components. Non-lease components include fixed payments for maintenance, utilities, real estate taxes, and management fees. We combine fixed lease and non-lease components and account for them as a single lease component. Our lease agreements may contain variable costs such as contingent rent escalations, common area maintenance, insurance, real estate taxes, or other costs. These amounts are affected by the Consumer Price Index, payments contingent on energy production for renewable energy purchase arrangements, and maintenance and utilities. Such variable lease costs are"}
-{"_id": "META20231272", "title": "META Table of Contents", "text": "expensed as incurred on our consolidated statements of income. For certain colocation and equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and lease liabilities."}
-{"_id": "META20231273", "title": "META Table of Contents", "text": "For leases with a lease term greater than 12 months, ROU assets and lease liabilities are recognized on our consolidated balance sheets at the commencement date based on the present value of the remaining fixed lease payments and includes only payments that are fixed and determinable at the time of commencement."}
-{"_id": "META20231274", "title": "META Table of Contents", "text": "Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. When determining the probability of exercising such options, we consider contract-based, asset-based, entity-based, and market-based factors. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured. Our lease agreements generally do not contain any material residual value guarantees or material restrictive covenants."}
-{"_id": "META20231275", "title": "META Table of Contents", "text": "As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Our incremental borrowing rate is based on our understanding of what our credit rating would be in a similar economic environment."}
-{"_id": "META20231276", "title": "META Table of Contents", "text": "Operating leases are included in operating lease ROU assets, operating lease liabilities, current, and operating lease liabilities, non-current on our consolidated balance sheets. Finance leases are included in property and equipment, net, accrued expenses and other current liabilities, and other liabilities on our consolidated balance sheets."}
-{"_id": "META20231277", "title": "META Table of Contents", "text": "Operating lease costs are recognized on a straight-line basis over the lease terms. Finance lease assets are amortized on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease terms."}
-{"_id": "META20231278", "title": "META Table of Contents", "text": "During the year ended December 31, 2023 and 2022, we recorded net impairment losses of $2.43 billion and $2.22 billion in aggregate for operating lease ROU assets and leasehold improvements under ASC Topic 360 as a part of our facilities consolidation restructuring efforts. The fair values of the impaired assets were estimated using discounted cash flow models (income approach) based on market participant assumptions with Level 3 inputs. The assumptions used in estimating fair value include the expected downtime prior to the commencement of future subleases, projected sublease income over the remaining lease periods, and discount rates that reflect the level of risk associated with receiving future cash flows. For additional information regarding our restructuring efforts, see Note 3 \u2014 Restructuring."}
-{"_id": "META20231280", "title": "META Loss Contingencies", "text": "We are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. Additionally, we are required to comply with various legal and regulatory obligations around the world, and we regularly become subject to new laws and regulations in the jurisdictions in which we operate. The requirements for complying with these obligations may be uncertain and subject to interpretation and enforcement by regulatory and other authorities, and any failure to comply with such obligations could eventually lead to asserted legal or regulatory action. With respect to these matters, asserted and unasserted, we evaluate the associated developments on a regular basis and accrue a liability when we believe that it is both probable that a loss has been incurred and the amount can be reasonably estimated. If we determine there is a reasonable possibility that we may incur a loss and the loss or range of loss can be reasonably estimated, we record such losses as general and administrative expenses on our consolidated statements of income and disclose the possible loss in the accompanying notes to the consolidated financial statements to the extent material."}
-{"_id": "META20231283", "title": "META Business Combinations", "text": "We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values as of the acquisition date. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill to reporting units based on the expected benefit from the business combination. Allocation of purchase consideration to identifiable assets and liabilities affects the amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred."}
-{"_id": "META20231286", "title": "META Goodwill and Intangibles Assets", "text": "We allocate goodwill to reporting units based on the expected benefit from business combinations. We evaluate our reporting units annually, as well as when changes in our operating segments occur. For changes in reporting units, we reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level annually or more frequently if events or changes in circumstances would more likely than not reduce the fair value of a reporting unit below its carrying value. We have two reporting units subject to goodwill impairment testing. As of December 31, 2023, no impairment of goodwill has been identified."}
-{"_id": "META20231287", "title": "META Goodwill and Intangibles Assets", "text": "We evaluate the recoverability of finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation of these intangible assets are performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of finite-lived intangible assets is not recoverable, and the assets fair value is less than the carrying amount, an impairment charge is recognized. We have not recorded any material impairment charges during the years presented."}
-{"_id": "META20231288", "title": "META Goodwill and Intangibles Assets", "text": "Our finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. Indefinite-lived intangible assets are not amortized. If an indefinite-lived intangible asset is subsequently determined to have a finite useful life, the asset will be tested for impairment and accounted for as a finite-lived intangible asset prospectively over its estimated remaining useful life. We routinely review the remaining estimated useful lives of finite-lived intangible assets. If we change the estimated useful life assumption for any asset, the remaining unamortized balance is amortized over the revised estimated useful life."}
-{"_id": "META20231290", "title": "META Foreign Currency", "text": "Generally, the functional currency of our international subsidiaries is the local currency. We translate the financial statements of these subsidiaries to U.S. dollars using month-end rates of exchange for assets and liabilities, and average rates of exchange for revenue, costs, and expenses. Translation gains and losses are recorded in accumulated other comprehensive income (loss) as a component of stockholders' equity. As of December 31, 2023 and 2022, we had cumulative translation losses, net of tax of $1.24 billion and $1.86 billion, respectively."}
-{"_id": "META20231291", "title": "META Foreign Currency", "text": "Foreign currency transaction gains and losses from transactions denominated in a currency other than the functional currency of the subsidiary involved are recorded within interest and other income (expense), net on our consolidated statements of income. Net losses resulting from foreign currency transactions were $366 million, $81 million, and $140 million for the years ended December 31, 2023, 2022, and 2021, respectively."}
-{"_id": "META20231293", "title": "META Credit Risk and Concentration", "text": "Our financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, marketable securities, and accounts receivable. Cash equivalents consists mostly of money market funds, that primarily invest in U.S. government and agency securities. Marketable securities consist of investments in U.S. government securities, U.S. government agency securities, and investment grade corporate debt securities. As part of our cash management strategy, we concentrate cash deposits with large financial institutions and our marketable securities are held in diversified highly rated securities. Our investment portfolio in corporate debt securities is highly liquid and diversified among individual issuers. The amount of credit losses recorded for the year ended December 31, 2023 was not material."}
-{"_id": "META20231294", "title": "META Credit Risk and Concentration", "text": "Accounts receivable are typically unsecured and are derived from revenue earned from customers across different industries and countries. We generated 37%, 40%, and 41% of our revenue for the years ended December 31, 2023, 2022, and 2021, respectively, from marketers and developers based in the United States, with a majority of the revenue outside of the United States in 2023 coming from customers located in western Europe, China, Brazil, Australia, Canada and Japan."}
-{"_id": "META20231296", "title": "META Credit Risk and Concentration", "text": "We perform ongoing credit evaluations of our customers and generally do not require collateral. We maintain an allowance for estimated credit losses, and bad debt expense on these losses was not material during the years ended"}
-{"_id": "META20231298", "title": "META Table of Contents", "text": "December 31, 2023, 2022, or 2021. In the event that accounts receivable collection cycles deteriorate, our operating results and financial position could be adversely affected."}
-{"_id": "META20231299", "title": "META Table of Contents", "text": "No customer represented 10% or more of total revenue during the years ended December 31, 2023, 2022, and 2021."}
-{"_id": "META20231301", "title": "META Recently Adopted Accounting Pronouncements", "text": "On April 1, 2023 we early adopted Accounting Standards Update (ASU) No. 2023-01, Leases (Topic 842): Common Control Arrangements (ASU 2023-01), which requires leasehold improvements associated with common control leases to be amortized over the useful life to the common control group. The adoption of this new standard did not have a material impact on our consolidated financial statements."}
-{"_id": "META20231303", "title": "META Accounting Pronouncements Not Yet Adopted", "text": "In November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements."}
-{"_id": "META20231305", "title": "META Accounting Pronouncements Not Yet Adopted", "text": "In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements."}
-{"_id": "META20231315", "title": "META Note 2. Revenue", "text": "Revenue disaggregated by revenue source and by segment consists of the following (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Advertising##$##131,948##$##113,642##$##114,934 Other revenue####1,058####808####721 Family of Apps####133,006####114,450####115,655 Reality Labs####1,896####2,159####2,274 Total revenue##$##134,902##$##116,609##$##117,929"}
-{"_id": "META20231323", "title": "META Note 2. Revenue", "text": "Revenue disaggregated by geography, based on the addresses of our customers, consists of the following (in millions): ########Year Ended December 31,#### ####2023####2022####2021 United States and Canada (1)##$##52,888##$##50,150##$##51,541 Europe (3)####31,210####26,681####29,057 Asia-Pacific (2)####36,154####27,760####26,739 Rest of World (3)####14,650####12,018####10,592 Total revenue##$##134,902##$##116,609##$##117,929"}
-{"_id": "META20231325", "title": "META _________________________", "text": "(1)United States revenue was $49.78 billion, $47.20 billion, and $48.38 billion for the years ended December 31, 2023, 2022, and 2021, respectively."}
-{"_id": "META20231326", "title": "META _________________________", "text": "(2)China revenue was $13.69 billion, $7.40 billion, and $7.59 billion for the years ended December 31, 2023, 2022, and 2021, respectively."}
-{"_id": "META20231327", "title": "META _________________________", "text": "(3)Europe includes Russia and Turkey, and Rest of World includes Africa, Latin America, and the Middle East."}
-{"_id": "META20231329", "title": "META _________________________", "text": "Our total deferred revenue was $675 million and $526 million as of December 31, 2023 and 2022, respectively. As of December 31, 2023, we expect $626 million of our deferred revenue to be realized in less than a year."}
-{"_id": "META20231333", "title": "META 2023 Restructuring", "text": "In March 2023, we announced three rounds of planned layoffs to further reduce our company size by approximately 10,000 employees across the Family of Apps (FoA) and Reality Labs (RL) segments (the 2023 Restructuring). Impacted employees in our recruiting, technology, and business groups were notified during March 2023 to May 2023. As of December 31, 2023, we have completed these employee layoffs. In certain regions, a small portion of the impacted employees continue to be included in our reported headcount through 2024. We recognized $1.20 billion pre-tax severance and related personnel costs across the FoA and RL segments during the year ended December 31, 2023 in accordance with ASC Topic 420, Exit or Disposal Cost Obligations, where applicable."}
-{"_id": "META20231339", "title": "META 2023 Restructuring", "text": "A summary of our 2023 Restructuring pre-tax charges, including subsequent adjustments, recorded for severance and related personnel costs during the year ended December 31, 2023 is as follows (in millions): ####Year Ended December 31, 2023 Research and development##$##422 Marketing and sales####308 General and administrative####467 Total (1)##$##1,197"}
-{"_id": "META20231341", "title": "META ____________________________", "text": "(1) Includes $101 million of share-based compensation expense recognized for the 2023 layoffs during the year ended December 31, 2023."}
-{"_id": "META20231342", "title": "META ____________________________", "text": "The 2023 Restructuring charges recorded under our FoA segment were $1.10 billion and RL segment were $96 million during the year ended December 31, 2023."}
-{"_id": "META20231348", "title": "META ____________________________", "text": "The following is a summary of changes in the accrued severance and other personnel liabilities related to the 2023 layoff activities, included within accrued expenses and other current liabilities on our consolidated balance sheets (in millions): ####Severance Liabilities Balance as of January 1, 2023##$##\u2014 Severance and other personnel costs####1,097 Cash payments####(1,021) Balance as of December 31, 2023##$##76"}
-{"_id": "META20231351", "title": "META 2022 Restructuring", "text": "In 2022, we initiated several measures to pursue greater efficiency and to realign our business and strategic priorities. These measures included a facilities consolidation strategy to sublease, early terminate, or abandon several office buildings under operating leases, a layoff of approximately 11,000 employees across the FoA and RL segments, and a pivot towards a next generation data center design, including cancellation of multiple data center projects (the 2022 Restructuring). As of December 31, 2023, we have completed the data center initiatives and the 2022 employee layoffs, and substantially completed the facilities consolidation initiatives."}
-{"_id": "META20231360", "title": "META Table of Contents", "text": "A summary of our 2022 Restructuring pre-tax charges for the years ended December 31, 2023 and 2022, including subsequent adjustments, is as follows (in millions): ##########Year Ended December 31, 2023##################Year Ended December 31, 2022######## ####Facilities Consolidation####Severance and Other Personnel Costs######Data Center Assets (1)####Total####Facilities Consolidation####Severance and Other Personnel Costs######Data Center Assets####Total Cost of revenue##$##177##$##\u2014####$##(224)##$##(47)##$##154##$##\u2014####$##1,341##$##1,495 Research and development####1,581####(9)######\u2014####1,572####1,311####408######\u2014####1,719 Marketing and sales####396####(1)######\u2014####395####404####234######\u2014####638 General and administrative####352####(17)######\u2014####335####426####333######\u2014####759 Total##$##2,506##$##(27)####$##(224)##$##2,255##$##2,295##$##975####$##1,341##$##4,611"}
-{"_id": "META20231362", "title": "META ____________________________________", "text": "(1)Relates to changes in estimates in our data center restructuring charges recorded during 2022."}
-{"_id": "META20231363", "title": "META ____________________________________", "text": "Total restructuring charges recorded under our FoA segment were $1.74 billion and $4.10 billion, and RL segment were $516 million and $515 million for the years ended December 31, 2023 and 2022, respectively."}
-{"_id": "META20231373", "title": "META ____________________________________", "text": "The following is a summary of changes in the severance and other personnel liabilities related to the 2022 layoff activities, included within accrued expenses and other current liabilities on our consolidated balance sheets (in millions): ####Severance Liabilities Balance as of January 1, 2022##$##\u2014 Severance and other personnel costs####975 Cash payments####(203) Balance as of December 31, 2022####772 Adjustments and foreign exchange####(35) Cash payments####(737) Balance as of December 31, 2023##$##\u2014"}
-{"_id": "META20231376", "title": "META Note 4. Earnings per Share", "text": "We compute earnings per share (EPS) of Class A and Class B common stock using the two-class method. As the liquidation and dividend rights for both Class A and Class B common stock are identical, the undistributed earnings are allocated on a proportionate basis to the weighted-average number of common shares outstanding for the period."}
-{"_id": "META20231377", "title": "META Note 4. Earnings per Share", "text": "Basic EPS is computed by dividing net income by the weighted-average number of shares of our Class A and Class B common stock outstanding. For the calculation of diluted EPS, net income for basic EPS is adjusted by the effect of dilutive securities, including restricted stock units (RSUs) awards under our Equity Incentive Plan."}
-{"_id": "META20231378", "title": "META Note 4. Earnings per Share", "text": "In addition, the computation of the diluted EPS of Class A common stock assumes the conversion of our Class B common stock to Class A common stock, while the diluted EPS of Class B common stock does not assume the conversion of those shares to Class A common stock. Diluted EPS is computed by dividing the resulting net income by the weighted-average number of fully diluted common shares outstanding."}
-{"_id": "META20231379", "title": "META Note 4. Earnings per Share", "text": "For the years ended December 31, 2023 and 2022, approximately 16 million and 95 million shares of Class A common stock equivalents of RSUs were excluded from the diluted EPS calculation, respectively, as including them would have an anti-dilutive effect. RSUs with anti-dilutive effect were not material for the year ended December 31, 2021."}
-{"_id": "META20231380", "title": "META Note 4. Earnings per Share", "text": "Basic and diluted EPS are the same for each class of common stock because they are entitled to the same liquidation and dividend rights."}
-{"_id": "META20231403", "title": "META Note 4. Earnings per Share", "text": "The numerators and denominators of the basic and diluted EPS computations for our common stock are calculated as follows (in millions, except per share amounts): ################Year Ended December 31,############## ######2023##########2022##########2021#### ####Class A######Class B####Class A######Class B####Class A######Class B Basic EPS:############################## Numerator############################## Net income##$##33,722####$##5,376##$##19,729####$##3,471##$##33,328####$##6,042 Denominator############################## Shares used in computation of basic earnings per share####2,220######354####2,285######402####2,383######432 Basic EPS##$##15.19####$##15.19##$##8.63####$##8.63##$##13.99####$##13.99 Diluted EPS:############################## Numerator############################## Net income##$##33,722####$##5,376##$##19,729####$##3,471##$##33,328####$##6,042 Reallocation of net income as a result of conversion of Class B to Class A common stock####5,376######\u2014####3,471######\u2014####6,042######\u2014 Reallocation of net income to Class B common stock####\u2014######(112)####\u2014######(19)####\u2014######(93) Net income for diluted EPS##$##39,098####$##5,264##$##23,200####$##3,452##$##39,370####$##5,949 Denominator############################## Shares used in computation of basic earnings per share####2,220######354####2,285######402####2,383######432 Conversion of Class B to Class A common stock####354######\u2014####402######\u2014####432######\u2014 Weighted-average effect of dilutive RSUs####55######\u2014####15######\u2014####44######\u2014 Shares used in computation of diluted earnings per share####2,629######354####2,702######402####2,859######432 Diluted EPS##$##14.87####$##14.87##$##8.59####$##8.59##$##13.77####$##13.77"}
-{"_id": "META20231407", "title": "META Instruments Measured at Fair Value", "text": "We classify our cash equivalents and marketable debt securities within Level 1 or Level 2 because we use quoted market prices or alternative pricing sources and models utilizing market observable inputs to determine their fair value. Certain other assets are classified within Level 3 because factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity."}
-{"_id": "META20231426", "title": "META Instruments Measured at Fair Value", "text": "The following tables summarize our assets measured at fair value on a recurring basis and the classification by level of input within the fair value hierarchy (in millions): ############Fair Value Measurement at Reporting Date Using#### Description####December 31, 2023####Quoted Prices in Active Markets for Identical Assets (Level 1)####Significant Other Observable Inputs (Level 2)####Significant Unobservable Inputs (Level 3) Cash##$##6,265############ Cash equivalents:################ Money market funds####32,910##$##32,910##$##\u2014##$##\u2014 U.S. government and agency securities####2,206####2,206####\u2014####\u2014 Time deposits####261####\u2014####261####\u2014 Corporate debt securities####220####\u2014####220####\u2014 Total cash and cash equivalents####41,862####35,116####481####\u2014 Marketable securities:################ U.S. government securities####8,439####8,439####\u2014####\u2014 U.S. government agency securities####3,498####3,498####\u2014####\u2014 Corporate debt securities####11,604####\u2014####11,604####\u2014 Total marketable securities####23,541####11,937####11,604####\u2014 Restricted cash equivalents####857####857####\u2014####\u2014 Other assets####101####\u2014####\u2014####101 Total##$##66,361##$##47,910##$##12,085##$##101"}
-{"_id": "META20231445", "title": "META Table of Contents", "text": " ############Fair Value Measurement at Reporting Date Using#### Description####December 31, 2022####Quoted Prices in Active Markets for Identical Assets (Level 1)####Significant Other Observable Inputs (Level 2)####Significant Unobservable Inputs (Level 3) Cash##$##6,176############ Cash equivalents:################ Money market funds####8,305##$##8,305##$##\u2014##$##\u2014 U.S. government and agency securities####16####16####\u2014####\u2014 Time deposits####156####\u2014####156####\u2014 Corporate debt securities####28####\u2014####28####\u2014 Total cash and cash equivalents####14,681####8,321####184####\u2014 Marketable securities:################ U.S. government securities####8,708####8,708####\u2014####\u2014 U.S. government agency securities####4,989####4,989####\u2014####\u2014 Corporate debt securities####12,335####\u2014####12,335####\u2014 Marketable equity securities####25####25####\u2014####\u2014 Total marketable securities####26,057####13,722####12,335####\u2014 Restricted cash equivalents####583####583####\u2014####\u2014 Other assets####157####\u2014####\u2014####157 Total##$##41,478##$##22,626##$##12,519##$##157"}
-{"_id": "META20231461", "title": "META Unrealized Losses", "text": "The following tables summarize our available-for-sale marketable debt securities and cash equivalents with unrealized losses as of December 31, 2023 and 2022, aggregated by major security type and the length of time that individual securities have been in a continuous loss position (in millions): ################December 31, 2023############## ######Less than 12 months##########12 months or greater##########Total#### ####Fair Value######Unrealized Losses####Fair Value######Unrealized Losses####Fair Value######Unrealized Losses U.S. government securities##$##336####$##(1)##$##7,041####$##(275)##$##7,377####$##(276) U.S. government agency securities####71######\u2014####3,225######(164)####3,296######(164) Corporate debt securities####647######(3)####10,125######(491)####10,772######(494) Total##$##1,054####$##(4)##$##20,391####$##(930)##$##21,445####$##(934) ################December 31, 2022############## ######Less than 12 months##########12 months or greater##########Total#### ####Fair Value######Unrealized Losses####Fair Value######Unrealized Losses####Fair Value######Unrealized Losses U.S. government securities##$##5,008####$##(234)##$##3,499####$##(247)##$##8,507####$##(481) U.S. government agency securities####524######(17)####4,415######(308)####4,939######(325) Corporate debt securities####4,555######(249)####7,256######(634)####11,811######(883) Total##$##10,087####$##(500)##$##15,170####$##(1,189)##$##25,257####$##(1,689)"}
-{"_id": "META20231463", "title": "META Unrealized Losses", "text": "The decrease in the gross unrealized losses for the year ended December 31, 2023 is mostly due to a shorter average portfolio duration. The allowance for credit losses and the gross unrealized gains on our marketable debt securities were not material as of December 31, 2023 and 2022."}
-{"_id": "META20231470", "title": "META Contractual Maturities", "text": "The following table classifies our marketable debt securities by contractual maturities (in millions): ####December 31, 2023 Due within one year##$##7,120 Due after one year to five years####16,421 Total##$##23,541"}
-{"_id": "META20231472", "title": "META Instruments Measured at Fair Value on Non-recurring Basis", "text": "Our non-marketable equity securities accounted for using the measurement alternative are measured at fair value on a non-recurring basis and are classified within Level 3 of the fair value hierarchy because we use significant unobservable inputs to estimate their fair value. Assets remeasured at fair value on a non-recurring basis within Level 3 during the years ended December 31, 2023 and 2022 were $53 million and $198 million, respectively. For additional information, see Note 6 \u2014 Non-marketable Equity Securities."}
-{"_id": "META20231483", "title": "META Note 6. Non-marketable Equity Securities", "text": "Our non-marketable equity securities are investments in privately-held companies without readily determinable fair values. The following table summarizes our non-marketable equity securities that were measured using measurement alternative and equity method (in millions): ########December 31,###### ####2023########2022## Non-marketable equity securities under measurement alternative:############## Initial cost##$####6,389####$####6,388 Cumulative upward adjustments####293########293## Cumulative impairment/downward adjustments####(599)########(497)## Carrying value####6,083########6,184## Non-marketable equity securities under equity method####58########17## Total##$####6,141####$####6,201"}
-{"_id": "META20231485", "title": "META Note 6. Non-marketable Equity Securities", "text": "During the years ended December 31, 2023, 2022 and 2021, impairment and downward adjustments recorded for our non-marketable equity securities that were measured using measurement alternative was $101 million, $447 million, and immaterial, respectively."}
-{"_id": "META20231500", "title": "META Note 7. Property and Equipment", "text": "Property and equipment, net consists of the following (in millions): ######December 31,#### ####2023######2022 Land##$##2,080####$##1,874 Servers and network assets####46,838######34,330 Buildings####37,961######27,720 Leasehold improvements####6,972######6,522 Equipment and other####7,416######5,642 Finance lease right-of-use assets####4,185######3,353 Construction in progress####24,269######25,052 Property and equipment, gross####129,721######104,493 Less: Accumulated depreciation####(33,134)######(24,975) Property and equipment, net##$##96,587####$##79,518"}
-{"_id": "META20231501", "title": "META Note 7. Property and Equipment", "text": "Construction in progress includes costs mostly related to construction of data centers, network infrastructure and servers. As of December 31, 2023, and 2022, construction in progress also included $1.40 billion and $2.18 billion of servers and network assets components stored by our suppliers until required by our design manufacturers to fulfill certain purchase orders, respectively."}
-{"_id": "META20231502", "title": "META Note 7. Property and Equipment", "text": "Depreciation expense on property and equipment was $11.02 billion, $8.50 billion, and $7.56 billion for the years ended December 31, 2023, 2022, and 2021, respectively. Within property and equipment, our servers and network assets depreciation expenses were $7.32 billion, $5.29 billion, and $4.94 billion for the years ended December 31, 2023, 2022, and 2021, respectively. During the year ended December 31, 2023, we capitalized $283 million of interest expense related to certain eligible construction in progress assets."}
-{"_id": "META20231503", "title": "META Note 7. Property and Equipment", "text": "During the years ended December 31, 2023, and 2022, we recorded $671 million and $508 million of impairment losses mostly for leasehold improvements assets as part of our facilities consolidation restructuring efforts, respectively. For additional information, see Note 3 \u2014 Restructuring."}
-{"_id": "META20231505", "title": "META Note 8. Leases", "text": "We have entered into various non-cancelable operating lease agreements mostly for our offices, data centers, and colocations. We have also entered into various non-cancelable finance lease agreements for certain network infrastructure. Our leases have original lease periods expiring between 2024 and 2093. Many leases include one or more options to renew."}
-{"_id": "META20231515", "title": "META Note 8. Leases", "text": "The components of lease costs are as follows (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Finance lease cost:############ Amortization of right-of-use assets##$##349##$##380##$##344 Interest####20####16####15 Operating lease cost####2,091####1,857####1,540 Variable lease cost and other, net####580####363####272 Total lease cost##$##3,040##$##2,616##$##2,171"}
-{"_id": "META20231517", "title": "META Table of Contents", "text": "We also recorded $1.76 billion and $1.71 billion net impairment losses for operating lease right-of-use assets as a part of our facilities consolidation restructuring efforts for the years ended December 31, 2023, and 2022, respectively. For additional information, see Note 3 \u2014 Restructuring."}
-{"_id": "META20231526", "title": "META Table of Contents", "text": "Supplemental balance sheet information related to lease liabilities is as follows: ######December 31,#### ##2023######2022## Weighted-average remaining lease term:########## Finance leases##14.0 years######14.4 years## Operating leases##11.6 years######12.5 years## Weighted-average discount rate:########## Finance leases##3.4##%####3.1##% Operating leases##3.7##%####3.2##%"}
-{"_id": "META20231540", "title": "META Table of Contents", "text": "The following is a schedule, by years, of maturities of lease liabilities as of December 31, 2023 (in millions): ####Operating Leases####Finance Leases 2024##$##2,219##$##111 2025####2,330####64 2026####2,264####64 2027####2,233####60 2028####2,112####60 Thereafter####12,491####492 Total undiscounted cash flows####23,649####851 Less: Imputed interest####(4,800)####(161) Present value of lease liabilities (1)##$##18,849##$##690 Lease liabilities, current##$##1,623##$##90 Lease liabilities, non-current####17,226####600 Present value of lease liabilities (1)##$##18,849##$##690"}
-{"_id": "META20231542", "title": "META _________________", "text": "(1) Lease liabilities include operating leases under restructuring as a part of our facilities consolidation efforts. For additional information, see Note 3 \u2014 Restructuring."}
-{"_id": "META20231544", "title": "META _________________", "text": "The table above does not include lease payments that were not fixed at commencement or lease modification. As of December 31, 2023, we have additional operating and finance leases, that have not yet commenced, with lease obligations of approximately $7.07 billion and $1.37 billion, respectively, mostly for data centers, colocations, and network infrastructure. These operating and finance leases will commence between 2024 and 2028 with lease terms of greater than one year to 30 years."}
-{"_id": "META20231555", "title": "META Table of Contents", "text": "Supplemental cash flow information related to leases is as follows (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Cash paid for amounts included in the measurement of lease liabilities:############ Operating cash flows for operating leases (1)##$##2,233##$##1,654##$##1,406 Operating cash flows for finance leases##$##20##$##16##$##15 Financing cash flows for finance leases##$##1,058##$##850##$##677 Lease liabilities arising from obtaining right-of-use assets:############ Operating leases##$##4,370##$##4,366##$##4,466 Finance leases##$##588##$##223##$##160"}
-{"_id": "META20231557", "title": "META _________________", "text": "(1) Cash flows for operating leases during the year ended December 31, 2023 include cash paid for terminations of certain operating leases."}
-{"_id": "META20231559", "title": "META Note 9. Acquisitions, Goodwill, and Intangible Assets", "text": "During the year ended December 31, 2023, we completed business acquisitions with total purchase consideration of $467 million in cash, including $88 million and $352 million allocated to intangible assets and goodwill, respectively. Goodwill generated from these business acquisitions was primarily attributable to expected synergies and potential monetization opportunities. The amount of goodwill generated that was deductible for tax purposes was not material. Acquisition-related costs were immaterial and were expensed as incurred. Pro forma historical results of operations related to these business acquisitions have not been presented because they are not significant to our consolidated financial statements, either individually or in aggregate. We have included the financial results of these acquired businesses in our consolidated financial statements from their respective dates of acquisition."}
-{"_id": "META20231569", "title": "META Note 9. Acquisitions, Goodwill, and Intangible Assets", "text": "Changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2023 and 2022 are as follows (in millions): ####Family of Apps####Reality Labs####Total Goodwill at December 31, 2021##$##18,458##$##739##$##19,197 Acquisitions####773####364####1,137 Adjustments####19####(47)####(28) Goodwill at December 31, 2022####19,250####1,056####20,306 Acquisitions####\u2014####357####357 Adjustments####(4)####(5)####(9) Goodwill at December 31, 2023##$##19,246##$##1,408##$##20,654"}
-{"_id": "META20231579", "title": "META Table of Contents", "text": "The following table sets forth the major categories of the intangible assets and their weighted-average remaining useful lives (in millions): ##########December 31, 2023############December 31, 2022#### ##Weighted-Average Remaining Useful Lives (in years)####Gross Carrying Amount####Accumulated Amortization####Net Carrying Amount####Gross Carrying Amount####Accumulated Amortization####Net Carrying Amount Acquired technology##4.7##$##478##$##(182)##$##296##$##507##$##(144)##$##363 Acquired patents##2.4####287####(233)####54####380####(289)####91 Other##2.3####28####(15)####13####86####(25)####61 Total finite-lived assets######793####(430)####363####973####(458)####515 Total indefinite-lived assets##N/A####425####\u2014####425####382####\u2014####382 Total intangible assets####$##1,218##$##(430)##$##788##$##1,355##$##(458)##$##897"}
-{"_id": "META20231580", "title": "META Table of Contents", "text": "Amortization expense of intangible assets for the years ended December 31, 2023, 2022, and 2021 was $161 million, $185 million, and $407 million, respectively."}
-{"_id": "META20231589", "title": "META Table of Contents", "text": "As of December 31, 2023, expected amortization expense for the unamortized finite-lived intangible assets for the next five years and thereafter is as follows (in millions): 2024##$##136 2025####97 2026####46 2027####24 2028####15 Thereafter####45 Total##$##363"}
-{"_id": "META20231607", "title": "META Note 10. Long-term Debt", "text": "As of December 31, 2023, we had $18.50 billion of fixed-rate senior unsecured notes (the Notes), including $10.0 billion issued in August 2022 and $8.50 billion issued in May 2023. The following table summarizes the Notes and the carrying amount of our debt (in millions, except percentages): ##Maturity##Stated Interest Rate##Effective Interest Rate####December 31, 2023####December 31, 2022 August 2022 debt:############## 2027 Notes##2027##3.50%##3.63%##$##2,750##$##2,750 2032 Notes##2032##3.85%##3.92%####3,000####3,000 2052 Notes##2052##4.45%##4.51%####2,750####2,750 2062 Notes##2062##4.65%##4.71%####1,500####1,500 May 2023 debt:############## 2028 Notes##2028##4.60%##4.68%####1,500#### 2030 Notes##2030##4.80%##4.90%####1,000#### 2033 Notes##2033##4.95%##5.00%####1,750#### 2053 Notes##2053##5.60%##5.64%####2,500#### 2063 Notes##2063##5.75%##5.79%####1,750#### Total face amount of long-term debt##########18,500####10,000 Unamortized discount and issuance costs, net##########(115)####(77) Long-term debt########$##18,385##$##9,923"}
-{"_id": "META20231608", "title": "META Note 10. Long-term Debt", "text": "Each series of the Notes in the table above rank equally with each other. Interest on the Notes is payable semi-annually in arrears. We may redeem the Notes at any time, in whole or in part, at specified redemption prices. We are not subject to any financial covenants under the Notes. Interest expense, net of capitalized interest, recognized on the debt was $420 million and $160 million for the years ended December 31, 2023 and 2022, respectively."}
-{"_id": "META20231609", "title": "META Note 10. Long-term Debt", "text": "The total estimated fair value of our outstanding debt was $18.48 billion and $8.63 billion as of December 31, 2023 and 2022, respectively. The fair value was determined based on the closing trading price per $100 of the Notes and is categorized accordingly as Level 2 in the fair value hierarchy."}
-{"_id": "META20231616", "title": "META Note 10. Long-term Debt", "text": "As of December 31, 2023, future principal payments for the Notes, by year, are as follows (in millions): 2024 through 2026##$##\u2014 2027####2,750 2028####1,500 Thereafter####14,250 Total outstanding debt##$##18,500"}
-{"_id": "META20231627", "title": "META Note 11. Liabilities", "text": "The components of accrued expenses and other current liabilities are as follows (in millions): ######December 31,#### ####2023######2022 Legal-related accruals (1)##$##6,592####$##4,795 Accrued compensation and benefits####6,659######4,591 Accrued property and equipment####2,213######2,921 Accrued taxes####3,655######2,339 Other current liabilities####5,506######4,906 Accrued expenses and other current liabilities##$##24,625####$##19,552"}
-{"_id": "META20231629", "title": "META _________________________", "text": "(1)Includes accruals for estimated fines, settlements, or other losses in connection with legal and related matters, as well as other legal fees. For further information, see Legal and Related Matters in Note 12 \u2014 Commitments and Contingencies."}
-{"_id": "META20231635", "title": "META _________________________", "text": "The components of other liabilities are as follows (in millions): ######December 31,#### ####2023######2022 Income tax payable, non-current##$##7,514####$##6,645 Other non-current liabilities####1,370######1,119 Other liabilities##$##8,884####$##7,764"}
-{"_id": "META20231645", "title": "META Contractual Commitments", "text": "We have $16.49 billion of non-cancelable contractual commitments as of December 31, 2023, which are primarily related to our investments in servers, network infrastructure, and consumer hardware products in Reality Labs. The following is a schedule, by years, of non-cancelable contractual commitments as of December 31, 2023 (in millions): 2024##$##12,105 2025####1,152 2026####417 2027####218 2028####127 Thereafter####2,470 Total##$##16,489"}
-{"_id": "META20231647", "title": "META Contractual Commitments", "text": "Additionally, as part of the normal course of business, we have entered into multi-year agreements to purchase renewable energy that do not specify a fixed or minimum volume commitment or to purchase certain server components that do not specify a fixed or minimum price commitment. We enter into these agreements in order to secure either volume or price. Using the expected volume consumption, the total estimated spend related to our renewable energy agreements as of December 31, 2023 is approximately $15.12 billion, a majority of which is due beyond five years. The ultimate spend under these agreements may vary and will be based on actual volume purchased."}
-{"_id": "META20231650", "title": "META Legal and Related Matters", "text": "With respect to the cases, actions, and inquiries described below, we evaluate the associated developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. In addition, we believe there is a reasonable possibility that we may incur a loss in some of these matters. With respect to the matters described below that do not include an estimate of the amount of loss or range of possible loss, such losses or range of possible losses either cannot be estimated or are not individually material, but we believe there is a reasonable possibility that they may be material in the aggregate."}
-{"_id": "META20231651", "title": "META Legal and Related Matters", "text": "We are also party to various other legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. Additionally, we are required to comply with various legal and regulatory obligations around the world. The requirements for complying with these obligations may be uncertain and subject to interpretation and enforcement by regulatory and other authorities, and any failure to comply with such obligations could eventually lead to asserted legal or regulatory action. With respect to these other legal proceedings, claims, regulatory, tax, or government inquiries and investigations, and other matters, asserted and unasserted, we evaluate the associated developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. In addition, we believe there is a reasonable possibility that we may incur a loss in some of these other matters. We believe that the amount of losses or any estimable range of possible losses with respect to these other matters will not, either individually or in the aggregate, have a material adverse effect on our business and consolidated financial statements."}
-{"_id": "META20231652", "title": "META Legal and Related Matters", "text": "The ultimate outcome of the legal and related matters described in this section, such as whether the likelihood of loss is remote, reasonably possible, or probable, or if and when the reasonably possible range of loss is estimable, is inherently uncertain. Therefore, if one or more of these matters were resolved against us for amounts in excess of management's estimates of loss, our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected."}
-{"_id": "META20231653", "title": "META Legal and Related Matters", "text": "For information regarding income tax contingencies, see Note 15 \u2014 Income Taxes."}
-{"_id": "META20231656", "title": "META Privacy and Related Matters", "text": "Beginning on March 20, 2018, multiple putative class actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging various causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. With respect to the putative class actions alleging fraud and violations of consumer protection, privacy, and other laws in connection with the same matters, several of the cases brought on behalf of consumers in the United States were consolidated in the U.S. District Court for the Northern District of California (In re Facebook, Inc., Consumer Privacy User Profile Litigation). On September 9, 2019, the court granted, in part, and denied, in part, our motion to dismiss the consolidated putative consumer class action. On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provides for a payment of $725 million by us. The settlement was approved by the court on October 10, 2023, and the payment was made in November 2023. In addition, our platform and user data practices, as well as the events surrounding the misuse of certain data by a developer, became the subject of U.S. Federal Trade Commission (FTC), state attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions. We entered into a settlement and modified consent order to resolve the FTC inquiry, which took effect in April 2020. Among other matters, our settlement with the FTC required us to pay a penalty of $5.0 billion which was paid in April 2020 upon the effectiveness of the modified consent order. The state attorneys general inquiry and certain government inquiries in other jurisdictions remain ongoing. On July 16, 2021, a stockholder derivative action was filed in Delaware Court of Chancery against certain of our directors and officers asserting breach of fiduciary duty and related claims relating to our historical platform and user data practices, as well as our settlement with the FTC. On July 20, 2021, other stockholders filed an amended derivative complaint in a related Delaware Chancery Court action, asserting breach of fiduciary duty and related claims against certain of our current and former directors and officers in connection with our historical platform and user data practices. On November 4, 2021, the lead plaintiffs filed a second amended and consolidated complaint in the stockholder derivative action. The pending consolidated matter is In re Facebook Inc. Derivative Litigation. On January 19, 2022, we filed a motion to dismiss, which was denied in part on May 10, 2023. The insider trading claim was dismissed as to all defendants except Mark Zuckerberg, and the motion was denied as to the breach of fiduciary duty claims."}
-{"_id": "META20231658", "title": "META Table of Contents", "text": "On May 3, 2023, the FTC filed a public administrative proceeding (In the Matter of Facebook, Inc.) seeking substantial changes to the modified consent order, which took effect in April 2020 after its entry by the U.S. District Court for the District of Columbia. The changes sought by the FTC are set forth in a proposed order and include, among others, a prohibition on our use of minors' data for any commercial purposes, changes to the composition of our board of directors, and significant limitations on our ability to modify and launch new products. On May 31, 2023, we filed a motion before the U.S. District Court for the District of Columbia (USA v. Facebook, Inc.) seeking to enjoin the FTC from further pursuing its agency process to modify the modified consent order. On November 27, 2023, the district court denied our motion, and we have appealed to the U.S. Court of Appeals for the District of Columbia Circuit (U.S. v. Facebook, Inc.) and sought to stay the FTC proceeding pending resolution of the appeal. On January 12, 2024, the district court denied our motion for a stay pending appeal and, on January 25, 2024, we filed a motion for a stay pending appeal before the Court of Appeals. On November 29, 2023, we separately filed a complaint, also in the U.S. District Court for the District of Columbia (Meta Platforms, Inc. v. FTC), asserting constitutional challenges to the structure of the FTC, and seeking to preliminarily enjoin the FTC proceeding during the pendency of the litigation. On December 13, 2023, the FTC filed an opposition to our motion for preliminary injunction and a motion to dismiss the complaint. Oral argument on our motion to enjoin and the FTC\u2019s motion to dismiss is scheduled for March 1, 2024. If the FTC proceeding is not enjoined or stayed, our response in the proceeding will be due on March 15, 2024, after which time the FTC could amend the order to impose these additional requirements set forth in the proposed order. We should have the opportunity to appeal an FTC decision modifying the order and could request the appellate court to stay the enforcement of the modifications to the order while the appeal is pending. It is unclear whether the appeal or the request for a stay would be successful."}
-{"_id": "META20231659", "title": "META Table of Contents", "text": "We also notify the Irish Data Protection Commission (IDPC), our lead European Union privacy regulator under the General Data Protection Regulation (GDPR), of certain other personal data breaches and privacy issues, and are subject to inquiries and investigations by the IDPC and other European regulators regarding various aspects of our regulatory compliance. For example, on May 12, 2023, the IDPC issued a Final Decision concluding that Meta Platforms Ireland's reliance on Standard Contractual Clauses in respect of certain transfers of European Economic Area (EEA) Facebook user data was not in compliance with the GDPR. The IDPC issued an administrative fine of EUR \u20ac1.2 billion as well as corrective orders, which is described further in \"Legal Proceedings\" contained in Part I, Item 3 of this Annual Report on Form 10-K. The interpretation of the GDPR is still evolving, including through decisions of the Court of Justice of the European Union, and draft decisions in investigations by the IDPC are subject to review by other European privacy regulators as part of the GDPR's cooperation and consistency mechanisms, which may lead to significant changes in the final outcome of such investigations. As a result, the interpretation and enforcement of the GDPR, as well as the imposition and amount of penalties for non-compliance, are subject to significant uncertainty. Although we are vigorously defending our regulatory compliance, we have accrued significant amounts for loss contingencies related to these inquiries and investigations in Europe, and we believe there is a reasonable possibility that additional accruals for losses related to these matters could be material individually or in the aggregate."}
-{"_id": "META20231660", "title": "META Table of Contents", "text": "On February 14, 2022, the State of Texas filed a lawsuit against us in Texas state court (Texas v. Meta Platforms, Inc.) alleging that \"tag suggestions\" and other uses of facial recognition technology violated the Texas Capture or Use of Biometric Identifiers Act and the Texas Deceptive Trade Practices-Consumer Protection Act, and seeking statutory damages and injunctive relief. The case is currently scheduled for trial in June 2024."}
-{"_id": "META20231661", "title": "META Table of Contents", "text": "Beginning on June 7, 2021, multiple putative class actions were filed against us alleging that we improperly received individuals' information from third-party websites or apps via our business tools in violation of our terms and various state and federal laws and seeking unspecified damages and injunctive relief (for example, In re Meta Pixel Healthcare Litigation; In re Meta Pixel Tax Filing Cases; Frasco v. Flo Health, Inc.; Doe v. Hey Favor, Inc. et al.; Doe v. GoodRx Holdings, Inc. et al. in the U.S. District Court for the Northern District of California; and Rickwalder, et al. v. Meta Platforms, Inc. in the California Supreme Court)."}
-{"_id": "META20231664", "title": "META Competition", "text": "We are subject to various litigation and government inquiries and investigations, formal or informal, by competition authorities in the United States, Europe, and other jurisdictions. Such investigations, inquiries, and lawsuits concern, among other things, our business practices in the areas of social networking or social media services, digital advertising, and/or mobile or online applications, as well as our acquisitions. For example, in 2019 we became the subject of antitrust investigations by the FTC, and U.S. Department of Justice. On December 9, 2020, the FTC filed a complaint (FTC v. Meta Platforms, Inc.) against us in the U.S. District Court for the District of Columbia alleging that we engaged in anticompetitive conduct and unfair methods of competition in violation of Section 5 of the Federal Trade Commission Act and Section 2 of"}
-{"_id": "META20231666", "title": "META Table of Contents", "text": "the Sherman Act, including by acquiring Instagram in 2012 and WhatsApp in 2014 and by maintaining conditions on access to our platform. The FTC sought a permanent injunction against our company's alleged violations of the antitrust laws, and other equitable relief, including divestiture or reconstruction of Instagram and WhatsApp. On June 28, 2021, the court granted our motion to dismiss the complaint filed by the FTC with leave to amend. On August 19, 2021, the FTC filed an amended complaint, and on October 4, 2021, we filed a motion to dismiss this amended complaint. On January 11, 2022, the court denied our motion to dismiss the FTC's amended complaint. Multiple putative class actions have also been filed in state and federal courts in the United States and in the United Kingdom against us alleging violations of antitrust laws and other causes of action in connection with these acquisitions and/or other alleged anticompetitive conduct, and seeking damages and injunctive relief. Several of the cases brought on behalf of certain advertisers and users in the United States were consolidated in the U.S. District Court for the Northern District of California (Klein et al., v. Meta Platforms, Inc.). On January 14, 2022, the court granted, in part, and denied, in part, our motion to dismiss the consolidated actions. On March 1, 2022, a first amended consolidated complaint was filed in the putative class action brought on behalf of certain advertisers. On December 6, 2022, the court denied our motion to dismiss the first amended consolidated complaint filed in the putative class action brought on behalf of certain advertisers. In December 2022, the European Commission issued a Statement of Objections alleging that we tie Facebook Marketplace to Facebook and use data in a manner that infringes European Union competition rules."}
-{"_id": "META20231668", "title": "META Securities and Other Actions", "text": "Beginning on March 20, 2018, multiple putative class actions and derivative actions were filed in state and federal courts in the United States and elsewhere against us and certain of our directors and officers alleging violations of securities laws, breach of fiduciary duties, and other causes of action in connection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. Beginning on July 27, 2018, two putative class actions were filed in federal court in the United States against us and certain of our directors and officers alleging violations of securities laws in connection with the disclosure of our earnings results for the second quarter of 2018 and seeking unspecified damages. These two actions subsequently were transferred and consolidated in the U.S. District Court for the Northern District of California (In Re Facebook, Inc. Securities Litigation) with the putative securities class action described above relating to our platform and user data practices. In a series of orders in 2019 and 2020, the district court granted our motions to dismiss the plaintiffs' claims. On January 17, 2022, the plaintiffs filed a notice of appeal of the order dismissing their case, and on October 18, 2023, the U.S. Court of Appeals for the Ninth Circuit issued its decision affirming in part and reversing in part the district court's order dismissing the plaintiffs' case."}
-{"_id": "META20231669", "title": "META Securities and Other Actions", "text": "We are also subject to other government inquiries and investigations relating to our business activities and disclosure practices. For example, beginning in September 2021, we became subject to government investigations and requests relating to a former employee's allegations and release of internal company documents concerning, among other things, our algorithms, advertising and user metrics, and content enforcement practices, as well as misinformation and other undesirable activity on our platform, and user well-being. We have since received additional requests relating to these and other topics. Beginning on October 27, 2021, multiple putative class actions and derivative actions were filed in the U.S. District Court for the Northern District of California against us and certain of our directors and officers alleging violations of securities laws, breach of fiduciary duties, and other causes of action in connection with the same matters, and seeking unspecified damages. Ohio Pub. Empl. Ret. Sys. v. Meta Platforms, Inc."}
-{"_id": "META20231670", "title": "META Securities and Other Actions", "text": "On March 8, 2022, a putative class action was filed in the U.S. District Court for the Northern District of California against us and certain of our directors and officers alleging violations of securities laws in connection with the disclosure of our earnings results for the fourth quarter of 2021 and seeking unspecified damages (Plumbers & Steamfitters Local 60 Pension Trust v. Meta Platforms, Inc.). On July 18, 2023, the court dismissed the claims against Meta and its officers with leave to amend. On September 18, 2023, the plaintiffs filed an amended complaint."}
-{"_id": "META20231673", "title": "META Youth-Related Actions", "text": "Beginning in January 2022, we became subject to litigation and other proceedings that were filed in various federal and state courts alleging that Facebook and Instagram cause \"social media addiction\" in users, with most proceedings focused on those under 18 years old, resulting in various mental health and other harms. Putative class actions have been filed in the United States and Canada on behalf of users in those jurisdictions, and numerous school districts, municipalities, and one state in the United States have filed public nuisance claims based on similar allegations. On October 6, 2022, the federal cases were centralized in the U.S. District Court for the Northern District of California (In re Social Media Adolescent"}
-{"_id": "META20231675", "title": "META Table of Contents", "text": "Addiction Product Liability Personal Injury Litigation). On October 13, 2023, in In re Social Media Cases, the Los Angeles County Superior Court presiding over the California state court proceedings sustained in part and overruled in part our demurrer as to the plaintiff's claims. Beginning in October 2023, additional U.S. states have filed lawsuits on these topics in various federal and state courts. These additional lawsuits include allegations regarding violations of the Children's Online Privacy Protection Act (COPPA) as well as violations of state laws concerning consumer protection, unfair business practices, and products liability, with proceedings focused on our alleged business practices and harms to users under 18 years old. These lawsuits seek damages and injunctive relief, and include cases filed by various state attorneys general in In re Social Media Adolescent Addiction Product Liability Personal Injury Litigation in the U.S. District Court for the Northern District of California, as well as various state courts around the country. We are also subject to government investigations and requests from multiple regulators concerning the use of our products, and the alleged mental and physical health and safety impacts on users, particularly younger users."}
-{"_id": "META20231677", "title": "META Other Actions", "text": "Beginning on August 15, 2018, multiple putative class actions were filed against us alleging that we inflated our estimates of the potential audience size for advertisements, resulting in artificially increased demand and higher prices. The cases were consolidated in the U.S. District Court for the Northern District of California (DZ Reserve v. Facebook, Inc.) and seek unspecified damages and injunctive relief. In a series of rulings in 2019, 2021, and 2022, the court dismissed certain of the plaintiffs' claims, but permitted their fraud and unfair competition claims to proceed. On March 29, 2022, the court granted the plaintiffs' motion for class certification. On June 21, 2022, the U.S. Court of Appeals for the Ninth Circuit granted our petition for permission to appeal the district court's class certification order, and the court heard argument on September 12, 2023. The case is stayed in the district court pending appeal."}
-{"_id": "META20231678", "title": "META Other Actions", "text": "Beginning on July 7, 2023, multiple putative class actions were filed against us in the U.S. District Court for the Northern District of California (Kadrey, et al. v. Meta Platforms, Inc. and Chabon, et al. v. Meta Platforms, Inc.) and U.S. District Court for the Southern District of New York (Huckabee, et al. v. Meta Platforms, Inc. et al.), which was subsequently transferred to the U.S. District Court for the Northern District of California) alleging that we used various copyrighted books and materials to train our artificial intelligence models, and seeking unspecified damages and injunctive relief."}
-{"_id": "META20231679", "title": "META Other Actions", "text": "In addition, we are subject to litigation and other proceedings involving law enforcement and other regulatory agencies, including in particular in Brazil, Russia, and other countries in Europe, in order to ascertain the precise scope of our legal obligations to comply with the requests of those agencies, including our obligation to disclose user information in particular circumstances. A number of such instances have resulted in the assessment of fines and penalties against us. We believe we have multiple legal grounds to satisfy these requests or prevail against associated fines and penalties, and we intend to vigorously defend such fines and penalties."}
-{"_id": "META20231681", "title": "META Indemnifications", "text": "In the normal course of business, to facilitate transactions of services and products, we have agreed to indemnify certain parties with respect to certain matters. We have agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made by third parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, we have entered into indemnification agreements with our officers, directors, and certain employees, and our certificate of incorporation and bylaws contain similar indemnification obligations."}
-{"_id": "META20231683", "title": "META Indemnifications", "text": "It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under these agreements have not had a material impact on our consolidated financial statements. In our opinion, as of December 31, 2023, there was not a reasonable possibility we had incurred a material loss with respect to indemnification of such parties. We have not recorded any liability for costs related to indemnification through December 31, 2023."}
-{"_id": "META20231687", "title": "META Common Stock", "text": "Our certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock. As of December 31, 2023, we are authorized to issue 5,000 million shares of Class A common stock and 4,141 million shares of Class B common stock, each with a par value of $0.000006 per share. Holders of our Class A common stock and Class B common stock are entitled to dividends when, as, and if declared by our board of directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. The holder of each share of Class A common stock is entitled to one vote, while the holder of each share of Class B common stock is entitled to ten votes. Shares of our Class B common stock are convertible into an equivalent number of shares of our Class A common stock and generally convert into shares of our Class A common stock upon transfer. Class A common stock and Class B common stock are collectively referred to as common stock throughout the notes to these financial statements, unless otherwise noted."}
-{"_id": "META20231688", "title": "META Common Stock", "text": "As of December 31, 2023, there were 2,211 million shares of Class A common stock and 350 million shares of Class B common stock issued and outstanding."}
-{"_id": "META20231691", "title": "META Share Repurchase", "text": "Our board of directors has authorized a share repurchase program of our Class A common stock, which commenced in January 2017 and does not have an expiration date. As of December 31, 2022, $10.87 billion remained available and authorized for repurchases under this program. In January 2023, an additional $40 billion of repurchases was authorized under this program. In 2023, we repurchased and subsequently retired 92 million shares of our Class A common stock for an aggregate amount of $20.03 billion, which includes the 1% excise tax accruals as a result of the Inflation Reduction Act of 2022. As of December 31, 2023, $30.93 billion remained available and authorized for repurchases. In January 2024, an additional $50 billion of repurchases was authorized under this program."}
-{"_id": "META20231692", "title": "META Share Repurchase", "text": "The timing and actual number of shares repurchased under the repurchase program depend on a variety of factors, including price, general business and market conditions, and other investment opportunities. Shares may be repurchased through open market purchases or privately negotiated transactions, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended."}
-{"_id": "META20231694", "title": "META Dividend", "text": "On February 1, 2024, we announced the initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of common stock is equivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close of business on February 22, 2024."}
-{"_id": "META20231695", "title": "META Dividend", "text": "Subject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay a quarterly cash dividend on our outstanding common stock. The declaration and payment of future dividends is at the sole discretion of our board of directors after taking into account various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs."}
-{"_id": "META20231697", "title": "META Share-based Compensation Plan", "text": "We have one active share-based employee compensation plan, the 2012 Equity Incentive Plan (Amended 2012 Plan), which was amended in each of June 2016, February 2018, and December 2022. Our Amended 2012 Plan provides for the issuance of incentive and nonqualified stock options, restricted stock awards, stock appreciation rights, RSUs, performance shares, and stock bonuses to qualified employees, directors, and consultants. Shares that are withheld in connection with the net settlement of RSUs or forfeited are added to the reserves of the Amended 2012 Plan."}
-{"_id": "META20231699", "title": "META Share-based Compensation Plan", "text": "On March 1, 2023, the number of shares available for issuance under the Amended 2012 Plan increased by 425 million shares pursuant to the December 2022 amendment. As of December 31, 2023, there were 494 million shares of our Class A common stock reserved for future issuance under our Amended 2012 Plan."}
-{"_id": "META20231708", "title": "META Table of Contents", "text": "The following table summarizes our share-based compensation expense, which consists of the RSU expense, by line item in our consolidated statements of income (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Cost of revenue##$##740##$##768##$##577 Research and development####11,429####9,361####7,106 Marketing and sales####952####1,004####837 General and administrative####906####859####644 Total share-based compensation expense##$##14,027##$##11,992##$##9,164"}
-{"_id": "META20231716", "title": "META Table of Contents", "text": "The following table summarizes the activities for our unvested RSUs for the year ended December 31, 2023: ##Number of Shares####Weighted-Average Grant Date Fair Value Per Share ##(in thousands)#### Unvested at December 31, 2022##127,110##$##216.93 Granted##112,066##$##202.46 Vested##(65,402)##$##210.74 Forfeited##(24,712)##$##210.39 Unvested at December 31, 2023##149,062##$##209.85"}
-{"_id": "META20231717", "title": "META Table of Contents", "text": "The weighted-average grant date fair value of RSUs granted in the years ended December 31, 2022 and 2021 was $195.66 and $305.40, respectively. The fair value as of the respective vesting dates of RSUs that vested during the years ended December 31, 2023, 2022, and 2021 was $17.46 billion, $9.44 billion, and $14.42 billion, respectively. The income tax benefit recognized related to awards vested during the years ended December 31, 2023, 2022, and 2021 was $3.65 billion, $2.00 billion, and $3.08 billion, respectively."}
-{"_id": "META20231718", "title": "META Table of Contents", "text": "As of December 31, 2023, there was $29.46 billion of unrecognized share-based compensation expense related to RSU awards. This unrecognized compensation expense is expected to be recognized over a weighted-average period of approximately three years based on vesting under the award service conditions."}
-{"_id": "META20231728", "title": "META Note 14. Interest and Other Income (Expense), Net", "text": "The following table presents the detail of interest and other income (expense), net (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Interest income##$##1,639##$##461##$##484 Interest expense####(446)####(185)####(23) Foreign currency exchange losses, net####(366)####(81)####(140) Other income (expense), net####(150)####(320)####210 Interest and other income (expense), net##$##677##$##(125)##$##531"}
-{"_id": "META20231736", "title": "META Note 15. Income Taxes", "text": "The components of income before provision for income taxes are as follows (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Domestic##$##43,499##$##25,025##$##43,669 Foreign####3,929####3,794####3,615 Income before provision for income taxes##$##47,428##$##28,819##$##47,284"}
-{"_id": "META20231750", "title": "META Note 15. Income Taxes", "text": "The provision for income taxes consists of the following (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Current:############ Federal##$##4,934##$##6,094##$##4,971 State####577####874####548 Foreign####2,688####1,928####1,786 Total current tax expense####8,199####8,896####7,305 Deferred:############ Federal####67####(2,776)####585 State####123####(405)####43 Foreign####(59)####(96)####(19) Total deferred tax (benefits)/expense####131####(3,277)####609 Provision for income taxes##$##8,330##$##5,619##$##7,914"}
-{"_id": "META20231762", "title": "META Note 15. Income Taxes", "text": "A reconciliation of the U.S. federal statutory income tax rates to our effective tax rate is as follows (in percentages): ######Year Ended December 31,###### ##2023####2022####2021## U.S. federal statutory income tax rate##21.0##%##21.0##%##21.0##% State income taxes, net of federal benefit##1.1####1.0####1.0## Share-based compensation##(0.6)####2.6####(1.7)## Research and development tax credits##(1.5)####(2.4)####(1.3)## Foreign-derived intangible income deduction##(4.3)####(7.0)####(3.5)## Effect of non-U.S. operations##0.9####3.0####0.9## Other##1.0####1.3####0.3## Effective tax rate##17.6##%##19.5##%##16.7##%"}
-{"_id": "META20231783", "title": "META Table of Contents", "text": "Our deferred tax assets (liabilities) are as follows (in millions): ######December 31,#### ####2023######2022 Deferred tax assets:########## Loss carryforwards##$##353####$##234 Tax credit carryforwards####2,028######1,576 Share-based compensation####459######368 Accrued expenses and other liabilities####2,168######1,627 Lease liabilities####3,752######3,200 Capitalized research and development####9,292######8,175 Unrealized losses in securities and investments####232######489 Other####487######621 Total deferred tax assets####18,771######16,290 Less: valuation allowance####(2,879)######(2,493) Deferred tax assets, net of valuation allowance####15,892######13,797 Deferred tax liabilities:########## Depreciation and amortization####(8,320)######(6,296) Right-of-use assets####(2,708)######(2,555) Total deferred tax liabilities####(11,028)######(8,851) Net deferred tax assets##$##4,864####$##4,946"}
-{"_id": "META20231784", "title": "META Table of Contents", "text": "The valuation allowance was approximately $2.88 billion and $2.49 billion as of December 31, 2023 and 2022, respectively, primarily related to U.S. state tax credit carryforwards, U.S. foreign tax credits, unrealized losses in marketable securities, and certain foreign tax attributes for which we do not believe a tax benefit is more likely than not to be realized."}
-{"_id": "META20231785", "title": "META Table of Contents", "text": "As of December 31, 2023, the U.S. federal and state net operating loss carryforwards were $200 million and $2.78 billion, which will begin to expire in 2035 and 2031, respectively, if not utilized. We have federal tax credit carryforwards of $490 million, which will begin to expire in 2029, if not utilized, and state tax credit carryforwards of $4.08 billion, most of which do not expire."}
-{"_id": "META20231786", "title": "META Table of Contents", "text": "Utilization of our net operating loss and tax credit carryforwards may be subject to substantial annual limitations due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating loss and tax credit carryforwards before their utilization. The events that may cause ownership changes include, but are not limited to, a cumulative stock ownership change of greater than 50% over a three\u2010year period."}
-{"_id": "META20231796", "title": "META Table of Contents", "text": "The following table reflects changes in the gross unrecognized tax benefits (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Gross unrecognized tax benefits \u2010 beginning of period##$##10,757##$##9,807##$##8,692 Increases related to prior year tax positions####168####210####328 Decreases related to prior year tax positions####(264)####(172)####(86) Increases related to current year tax positions####1,204####1,166####963 Decreases related to settlements of prior year tax positions####(199)####(254)####(90) Gross unrecognized tax benefits \u2010 end of period##$##11,666##$##10,757##$##9,807"}
-{"_id": "META20231798", "title": "META Table of Contents", "text": "These unrecognized tax benefits were primarily accrued for the uncertainties related to transfer pricing with our foreign subsidiaries, which include licensing of intellectual property, providing services and other transactions, as well as for the uncertainties with our research tax credits. During all years presented, we recognized interest and penalties related to unrecognized tax benefits within the provision for income taxes on our consolidated statements of income. The amount of interest and penalties accrued as of December 31, 2023, 2022, and 2021 were $1.48 billion, $1.07 billion, and $960 million respectively."}
-{"_id": "META20231799", "title": "META Table of Contents", "text": "If our gross unrecognized tax benefits of $11.67 billion as of December 31, 2023 were realized in a future period, this would result in a tax benefit of $7.33 billion within our provision of income taxes at such time."}
-{"_id": "META20231800", "title": "META Table of Contents", "text": "We are subject to taxation in the United States and various other state and foreign jurisdictions. The material jurisdictions in which we are subject to potential examination include the United States and Ireland. We are under examination by the Internal Revenue Service (IRS) for our 2017 through 2019 tax years. Our 2014 through 2016 tax years are with the IRS Independent Office of Appeals for certain unresolved issues. Our 2020 and subsequent tax years remain open to examination by the IRS and the Irish Revenue Commissioners."}
-{"_id": "META20231801", "title": "META Table of Contents", "text": "In July 2016, we received a Statutory Notice of Deficiency (Notice) from the IRS related to transfer pricing with our foreign subsidiaries in conjunction with the examination of the 2010 tax year. While the Notice applies only to the 2010 tax year, the IRS stated that it will also apply its position for tax years subsequent to 2010 and has done so in years covered by the second Notice described below. We do not agree with the position of the IRS and have filed a petition in the Tax Court challenging the Notice. On January 15, 2020, the IRS's amendment to answer was filed stating that it planned to assert at trial an adjustment that is higher than the adjustment stated in the Notice. The first session of the trial was completed in March 2020 and the final trial session was completed in August 2022. We expect the Tax Court to issue an opinion in 2024. Based on the information provided, we believe that, if the IRS prevails in its updated position, this could result in an additional federal tax liability of an estimated, aggregate amount of up to approximately $9.0 billion in excess of the amounts in our originally filed U.S. return, plus interest and any penalties asserted."}
-{"_id": "META20231802", "title": "META Table of Contents", "text": "In March 2018, we received a second Notice from the IRS in conjunction with the examination of our 2011 through 2013 tax years. The IRS applied its position from the 2010 tax year to each of these years and also proposed new adjustments related to other transfer pricing with our foreign subsidiaries and certain tax credits that we claimed. If the IRS prevails in its position for these new adjustments, this could result in an additional federal tax liability of up to approximately $680 million in excess of the amounts in our originally filed U.S. returns, plus interest and any penalties asserted. We do not agree with the positions of the IRS in the second Notice and have filed a petition in the Tax Court challenging the second Notice."}
-{"_id": "META20231803", "title": "META Table of Contents", "text": "We have previously accrued an estimated unrecognized tax benefit consistent with the guidance in ASC 740, Income Taxes (ASC 740), that is lower than the potential additional federal tax liability from the positions taken by the IRS in the two Notices and its Pretrial Memorandum. In addition, if the IRS prevails in its positions related to transfer pricing with our foreign subsidiaries, the additional tax that we would owe would be partially offset by a reduction in the tax that we owe under the mandatory transition tax on accumulated foreign earnings from the 2017 Tax Cuts and Jobs Act. As of December 31, 2023, we have not resolved these matters and proceedings continue in the Tax Court."}
-{"_id": "META20231805", "title": "META Table of Contents", "text": "We believe that adequate amounts have been reserved in accordance with ASC 740 for any adjustments to the provision for income taxes or other tax items that may ultimately result from these examinations. The timing of the resolution, settlement, and closure of any audits is highly uncertain, and it is reasonably possible that the balance of gross unrecognized tax benefits could significantly change in the next 12 months. Given the number of years remaining that are subject to examination, we are unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits. If the tax authorities prevail in the assessment of additional tax due, the assessed tax, interest, and penalties, if any, could have a material adverse impact on our financial position, results of operations, and cash flows."}
-{"_id": "META20231808", "title": "META Note 16. Segment and Geographical Information", "text": "We report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL). FoA includes Facebook, Instagram, Messenger, WhatsApp, and other services. RL includes our augmented, mixed and virtual reality related consumer hardware, software, and content. Our operating segments are the same as our reportable segments."}
-{"_id": "META20231809", "title": "META Note 16. Segment and Geographical Information", "text": "Our chief executive officer is our chief operating decision maker (CODM), who allocates resources to and assesses the performance of each operating segment using information about the operating segment's revenue and income (loss) from operations. Our CODM does not evaluate operating segments using asset or liability information."}
-{"_id": "META20231810", "title": "META Note 16. Segment and Geographical Information", "text": "Revenue and costs and expenses are generally directly attributed to our segments. These costs and expenses include certain product development related operating expenses, costs associated with partnership arrangements, consumer hardware product costs, content costs, legal-related costs, and severance costs. Indirect costs are allocated to segments based on a reasonable allocation methodology, when such costs are significant to the performance measures of the operating segments. Indirect cost of revenue is allocated to our segments based on usage, such as costs related to the operation of our data centers and technical infrastructure. Indirect operating expenses, such as facilities, information technology, certain shared research and development activities, recruiting, physical security expenses, and certain restructuring costs, are mostly allocated based on headcount."}
-{"_id": "META20231821", "title": "META Note 16. Segment and Geographical Information", "text": "The following table sets forth our segment information of revenue and income (loss) from operations (in millions): ########Year Ended December 31,#### ####2023####2022####2021 Revenue:############ Family of Apps##$##133,006##$##114,450##$##115,655 Reality Labs####1,896####2,159####2,274 Total revenue##$##134,902##$##116,609##$##117,929 Income (loss) from operations:############ Family of Apps##$##62,871##$##42,661##$##56,946 Reality Labs####(16,120)####(13,717)####(10,193) Total income from operations##$##46,751##$##28,944##$##46,753"}
-{"_id": "META20231822", "title": "META Note 16. Segment and Geographical Information", "text": "For information regarding revenue disaggregated by geography, see Note 2 \u2014 Revenue."}
-{"_id": "META20231828", "title": "META Note 16. Segment and Geographical Information", "text": "The following table sets forth our long-lived assets by geographic area, which consist of property and equipment, net and operating lease right-of-use assets (in millions): ######December 31,#### ####2023######2022 United States##$##91,940####$##76,334 Rest of the world (1)####17,941######15,857 Total long-lived assets##$##109,881####$##92,191"}
-{"_id": "META20231831", "title": "META _________________________", "text": "(1)No individual country, other than disclosed above, exceeded 10% of our total long-lived assets for any period presented."}
-{"_id": "META20231834", "title": "META in and Disagreements with Accountants on Accounting and Financial Disclosure", "text": "None."}
-{"_id": "META20231837", "title": "META Evaluation of Disclosure Controls and Procedures", "text": "Our management, with the participation of our chief executive officer (CEO) and chief financial officer (CFO), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our CEO and CFO have concluded that as of December 31, 2023, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure."}
-{"_id": "META20231839", "title": "META Management's Report on Internal Control over Financial Reporting", "text": "Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control\u2014Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on the assessment, management has concluded that its internal control over financial reporting was effective as of December 31, 2023 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report with respect to our internal control over financial reporting, which appears in Part II, Item 8 of this Annual Report on Form 10-K."}
-{"_id": "META20231841", "title": "META Changes in Internal Control", "text": "There were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the fourth quarter of 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting."}
-{"_id": "META20231842", "title": "META Changes in Internal Control", "text": "Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting"}
-{"_id": "META20231843", "title": "META Changes in Internal Control", "text": "In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs."}
-{"_id": "META20231846", "title": "META Rule 10b5-1 Trading Plans", "text": "On November 30, 2023, Jennifer Newstead, our Chief Legal Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. The trading plan provides for the sale of an aggregate of 10,968 shares of our Class A common stock and all shares received during the duration of the plan pursuant to Ms. Newstead's outstanding equity awards and any future equity award grants, excluding any shares withheld by the company to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the equity awards. The plan will terminate on May 13, 2025, subject to early termination for certain specified events set forth in the plan."}
-{"_id": "META20231849", "title": "META Regarding Foreign Jurisdictions that Prevent Inspections", "text": "Not Applicable."}
-{"_id": "META20231852", "title": "META Executive Officers and Corporate Governance", "text": "The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023."}
-{"_id": "META20231853", "title": "META Executive Officers and Corporate Governance", "text": "Our board of directors has adopted a Code of Conduct applicable to all officers, directors, and employees, which is available on our website (investor.fb.com) under \"Leadership & Governance.\" We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Conduct by posting such information on the website address and location specified above."}
-{"_id": "META20231855", "title": "META Compensation", "text": "The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023."}
-{"_id": "META20231856", "title": "META Compensation", "text": "Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters"}
-{"_id": "META20231857", "title": "META Compensation", "text": "The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023."}
-{"_id": "META20231859", "title": "META Relationships and Related Transactions, and Director Independence", "text": "The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023."}
-{"_id": "META20231862", "title": "META Accountant Fees and Services", "text": "The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023."}
-{"_id": "META20231865", "title": "META Exhibit and Financial Statement Schedules", "text": "We have filed the following documents as part of this Form 10-K:"}
-{"_id": "META20231873", "title": "META Exhibit and Financial Statement Schedules", "text": "1. Consolidated Financial Statements: ##Page Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 42)##85 Consolidated Balance Sheets##89 Consolidated Statements of Income##90 Consolidated Statements of Comprehensive Income##91 Consolidated Statements of Stockholders' Equity##92 Consolidated Statements of Cash Flows##93"}
-{"_id": "META20231876", "title": "META 2. Financial Statement Schedules", "text": "All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is otherwise included."}
-{"_id": "META20231893", "title": "META 3. Exhibits", "text": " Exhibit########Incorporated by Reference#### Number##Exhibit Description##Form##File No.####Exhibit##Filing Date 3.1##Amended and Restated Certificate of Incorporation.##8-K##001-35551####3.1##October 28, 2021 3.2##Amended and Restated Bylaws.##8-K##001-35551####3.2##October 28, 2021 4.1##Form of Class A Common Stock Certificate.##10-K##001-35551####4.1##February 3, 2022 4.2##Form of Class B Common Stock Certificate.##10-K##001-35551####4.2##February 3, 2022 4.3##Indenture, dated as of August 9, 2022, between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.##8-K##001-35551####4.1##August 9, 2022 4.4##First Supplemental Indenture, dated as of August 9, 2022, between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.##8-K##001-35551####4.2##August 9, 2022 4.5##Second Supplemental Indenture, dated as of May 3, 2023, by and between Meta Platforms, Inc. and U.S. Bank Trust Company, National Association, as trustee.##8-K##001-35551####4.1##May 3, 2023 4.6##Description of Registrant's Capital Stock.########## 10.1+##Form of Indemnification Agreement.##8-K##001-35551####10.1##April 15, 2019 10.2(A)+##2012 Equity Incentive Plan, as amended.##10-K##001-35551####10.2(A)##February 2, 2023 10.2(B)+##Third Amendment to the 2012 Equity Incentive Plan.##10-K##001-35551####10.2(B)##February 2, 2023 10.2(C)+##2012 Equity Incentive Plan forms of award agreements.##10-Q##001-35551####10.2##July 31, 2012 10.2(D)+##2012 Equity Incentive Plan forms of award agreements (Additional Forms).##10-Q##001-35551####10.1##May 4, 2017"}
-{"_id": "META20231920", "title": "META Table of Contents", "text": " Exhibit########Incorporated by Reference#### Number##Exhibit Description##Form##File No.####Exhibit##Filing Date 10.2(E)+##2012 Equity Incentive Plan forms of award agreements (Additional Forms).##10-Q##001-35551####10.1##July 27, 2017 10.2(F)+##2012 Equity Incentive Plan forms of award agreements (Additional Forms).##10-Q##001-35551####10.2##April 26, 2018 10.2(G)+##2012 Equity Incentive Plan forms of award agreements (Additional Forms).##10-K##001-35551####10.3(G)##January 31, 2019 10.2(H)+##2012 Equity Incentive Plan forms of award agreements (Additional Forms).##10-Q##001-35551####10.2##April 25, 2019 10.2(I)+##2012 Equity Incentive Plan forms of award agreements (Additional Forms).##10-Q##001-35551####10.2##April 30, 2020 10.2(J)+##2012 Equity Incentive Plan forms of award agreements (Additional Forms).##10-Q##001-35551####10.2##July 29, 2021 10.2(K)+##2012 Equity Incentive Plan forms of award agreements (Additional Forms).##10-Q##001-35551####10.3##April 28, 2022 10.2(L)+##2012 Equity Incentive Plan forms of award agreements (Additional Forms).##10-Q##001-35551####10.1##April 27, 2023 10.3+##Amended and Restated Bonus Plan, effective January 1, 2023.##10-Q##001-35551####10.1##October 26, 2023 10.4+##Amended and Restated Offer Letter, dated January 27, 2012, between Registrant and Mark Zuckerberg.##S-1##333-179287####10.6##February 8, 2012 10.5+##Offer Letter, dated June 5, 2020, between Registrant and Christopher K. Cox.##10-Q##001-35551####10.1##April 29, 2021 10.6+##Offer Letter, dated December 22, 2022, between Registrant and Javier Olivan.##10-K##001-35551####10.8##February 2, 2023 10.7+##Offer Letter, dated March 14, 2022, between Registrant and Andrew Bosworth.##10-Q##001-35551####10.3##April 27, 2023 10.8+##Offer Letter, dated November 1, 2022, between Registrant and Susan Li.##10-Q##001-35551####10.4##April 27, 2023 10.9+##Form of Executive Officer Offer Letter.##10-Q##001-35551####10.3##July 25, 2019 10.10+##Director Compensation Policy, as amended.##10-Q##001-35551####10.5##April 27, 2023 10.11+##Deferred Compensation Plan for Non-Employee Directors.##10-K##001-35551####10.12##February 2, 2023 10.12+##Indemnification Agreement Relating to Subsidiary Operations, dated March 14, 2021, between Registrant and Mark Zuckerberg.##10-Q##001-35551####10.2##April 29, 2021 21.1##List of Subsidiaries.########## 23.1##Consent of Independent Registered Public Accounting Firm.########## 31.1##Certification of Mark Zuckerberg, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.########## 31.2##Certification of Susan Li, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.########## 32.1###Certification of Mark Zuckerberg, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.##########"}
-{"_id": "META20231932", "title": "META Table of Contents", "text": " Exhibit########Incorporated by Reference#### Number##Exhibit Description##Form##File No.####Exhibit##Filing Date 32.2###Certification of Susan Li, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.########## 97.1##Compensation Recoupment Policy.########## 101.INS##Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).########## 101.SCH##Inline XBRL Taxonomy Extension Schema Document.########## 101.CAL##Inline XBRL Taxonomy Extension Calculation Linkbase Document.########## 101.DEF##Inline XBRL Taxonomy Extension Definition Linkbase Document.########## 101.LAB##Inline XBRL Taxonomy Extension Labels Linkbase Document.########## 101.PRE##Inline XBRL Taxonomy Extension Presentation Linkbase Document.########## 104##Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).##########"}
-{"_id": "META20231934", "title": "META Table of Contents", "text": "+ Indicates a management contract or compensatory plan. # This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act."}
-{"_id": "META20231937", "title": "META Form 10-K Summary", "text": "None."}
-{"_id": "META20231945", "title": "META SIGNATURES", "text": "Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Menlo Park, State of California, on this 1st day of February 2024. ####META PLATFORMS, INC. Date:##February 1, 2024##/s/ Susan Li ####Susan Li ####Chief Financial Officer"}
-{"_id": "META20231948", "title": "META POWER OF ATTORNEY", "text": "KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Susan Li and Katherine R. Kelly, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof."}
-{"_id": "META20231972", "title": "META POWER OF ATTORNEY", "text": "Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Signature##Title##Date /s/ Mark Zuckerberg##Board Chair and Chief Executive Officer (Principal Executive Officer)##February 1, 2024 Mark Zuckerberg#### /s/ Susan Li##Chief Financial Officer (Principal Financial Officer)##February 1, 2024 Susan Li#### /S/ Aaron Anderson##Chief Accounting Officer (Principal Accounting Officer)##February 1, 2024 Aaron Anderson#### /s/ Peggy Alford##Director##February 1, 2024 Peggy Alford#### /s/ Marc L. Andreessen##Director##February 1, 2024 Marc L. Andreessen#### /s/ Andrew W. Houston##Director##February 1, 2024 Andrew W. Houston#### /s/ Nancy Killefer##Director##February 1, 2024 Nancy Killefer#### /s/ Robert M. Kimmitt##Director##February 1, 2024 Robert M. Kimmitt#### /s/ Sheryl K. Sandberg##Director##February 1, 2024 Sheryl K. Sandberg#### /s/ Tracey T. Travis##Director##February 1, 2024 Tracey T. Travis#### /s/ Tony Xu##Director##February 1, 2024 Tony Xu####"}
-{"_id": "UNH20230005", "title": "UNH Overview", "text": "The terms \u201cwe,\u201d \u201cour,\u201d \u201cus,\u201d \u201cits,\u201d \u201cUnitedHealth Group,\u201d or the \u201cCompany\u201d used in this report refer to UnitedHealth Group Incorporated and its subsidiaries."}
-{"_id": "UNH20230006", "title": "UNH Overview", "text": "UnitedHealth Group Incorporated is a health care and well-being company with a mission to help people live healthier lives and help make the health system work better for everyone. Our two distinct, yet complementary businesses \u2014 Optum and UnitedHealthcare \u2014 are working to help build a modern, high-performing health system through improved access, affordability, outcomes and experiences for the individuals and organizations we are privileged to serve."}
-{"_id": "UNH20230007", "title": "UNH Overview", "text": "The ability to analyze complex data and apply deep health care expertise and insights allows us to serve patients, consumers, care providers, businesses, communities and governments with more innovative products and complete, end-to-end offerings for many of the biggest challenges facing health care today."}
-{"_id": "UNH20230008", "title": "UNH Overview", "text": "Optum seeks to create a higher-performing, value-oriented and more connected approach to health care. Bringing together clinical expertise, technology and data to make care simpler, more effective and more affordable, we seek to advance whole-person health, creating a seamless consumer experience and supporting clinicians with insights to deliver personalized, evidence-based care. Optum serves the broad health care marketplace, including patients and consumers, payers, care providers, employers, governments and life sciences companies, through its Optum Health, Optum Insight and Optum Rx businesses. These businesses improve overall health system performance by optimizing health care quality and delivery, reducing costs and improving patient, consumer and provider experience, leveraging distinctive capabilities in data and analytics, pharmacy care services, health care operations, population health and health financial services."}
-{"_id": "UNH20230009", "title": "UNH Overview", "text": "UnitedHealthcare offers a full range of health benefits designed to simplify the health care experience and make it more affordable for consumers to access high-quality care. UnitedHealthcare Employer & Individual serves consumers and employers, ranging from sole proprietorships to large, multi-site and national employers and public sector employers. UnitedHealthcare Medicare & Retirement delivers health and well-being benefits to seniors and other Medicare eligible consumers. UnitedHealthcare Community & State serves consumers who are economically disadvantaged, the medically underserved and those without the benefit of employer sponsored health benefits coverage."}
-{"_id": "UNH20230014", "title": "UNH Overview", "text": "We have four reportable segments: \u2022Optum Health; \u2022Optum Insight; \u2022Optum Rx; and \u2022UnitedHealthcare, which includes UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement and UnitedHealthcare Community & State."}
-{"_id": "UNH20230021", "title": "UNH Optum", "text": "Optum is an information and technology-enabled health services business serving the broad health care marketplace, including: \u2022Those who need care: patients who need the right care, information, resources, products and engagement to improve their health, achieve their health goals and receive an improved patient experience that is personalized, comprehensive and delivered in all care settings, including in-home and virtually. \u2022Those who provide care: physicians, hospitals, pharmacies and others seeking to improve the health system and reduce the administrative burden allowing for providers to focus time on patients leading to the best possible patient care and experiences while achieving better health outcomes at lower costs. Improved health outcomes are achieved by utilizing our clinical expertise, data and analytics to better understand, treat and prevent consumers\u2019 health conditions and ensure they receive the best evidence-based care. \u2022Those who pay for care: consumers; employers; health plans; and state, federal and municipal agencies devoted to ensuring the people they sponsor receive high-quality care, administered and delivered efficiently and effectively, all while driving health equity so that every individual, family and community has access to the care they need. \u2022Those who innovate for care: global life sciences organizations dedicated to developing more effective approaches to care, enabling technologies and medicines to improve care delivery and health outcomes."}
-{"_id": "UNH20230025", "title": "UNH Optum", "text": "Optum operates three business segments which combine distinctive capabilities in value-based care, population health, health care operations, data and analytics and pharmacy care services: \u2022Optum Health delivers patient-centered care, care management, wellness and consumer engagement, and health financial services; \u2022Optum Insight offers data, analytics, research, consulting, technology and managed services solutions; and \u2022Optum Rx provides diversified pharmacy care services."}
-{"_id": "UNH20230027", "title": "UNH Optum Health", "text": "Optum Health provides comprehensive and patient-centered care, addressing the physical, mental, social, and financial well-being of 103 million consumers and serves more than 100 health payer partners. We engage people in the most appropriate care settings, including clinical sites, in-home and virtual. Optum Health delivers primary, specialty, surgical and urgent care; helps patients and providers navigate and address complex, chronic and behavioral health needs; offers post-acute care planning services; and serves consumers and care providers through advanced, on-demand digital health technologies, such as telehealth and remote patient monitoring, and innovative health care financial services. Optum Health works directly with patients, consumers, care delivery systems, providers, employers, payers, and public-sector entities to provide high quality, accessible and equitable care with improved health outcomes and reduced total cost of care. Optum Health enables care providers to transition from traditional fee-for-service payment models to performance-based delivery and payment models designed to improve patient health outcomes and experience through value-based care."}
-{"_id": "UNH20230028", "title": "UNH Optum Health", "text": "Optum Health offerings include fully accountable value-based arrangements, where Optum Health assumes responsibility for health care costs in exchange for a monthly premium. Offerings also include administrative fee arrangements, where Optum Health manages or administers products and services in exchange for a monthly fee, and fee-for-service arrangements, where Optum Health delivers health-related products and medical services for patients at a contracted fee."}
-{"_id": "UNH20230029", "title": "UNH Optum Health", "text": "Optum Financial, including Optum Bank, serves consumers through more than 24 million consumer accounts with nearly $22 billion in assets under management as of December 31, 2023. Organizations across the health system rely on Optum Financial to manage and improve payment flows through its highly automated, scalable, end-to-end digital payment and financing systems and integrated card solutions. For financial services offerings, Optum Financial charges fees and earns investment income on managed funds."}
-{"_id": "UNH20230030", "title": "UNH Optum Health", "text": "Optum Health sells its products primarily through its direct sales force, strategic collaborations and external producers in three key areas: employers, including large, mid-sized and small employers; payers including health plans, third-party administrators (TPAs), underwriter/stop-loss carriers and individual product intermediaries; and public entities including the U.S. Departments of Health and Human Services (HHS), Veterans Affairs, Defense, and other federal, state and local health care agencies."}
-{"_id": "UNH20230032", "title": "UNH Optum Insight", "text": "Optum Insight connects the health care system with services, analytics and platforms that make clinical, administrative and financial processes simpler and more efficient for all participants in the health care system. Hospital systems, physicians, health plans, public entities, life sciences companies and other organizations comprising the health care industry depend on Optum Insight to help them improve performance and reduce costs through administrative efficiency and payment simplification, advance care quality through evidence-based standards built directly into clinical workflows, meet compliance mandates and modernize their core operating systems to meet the changing needs of the health system."}
-{"_id": "UNH20230033", "title": "UNH Optum Insight", "text": "Health Systems. Serves hospitals, physicians and other care providers to improve operating performance, better coordinate care and reduce administrative costs through technology and services to improve population health management, patient engagement, revenue cycle management and strategic growth plans."}
-{"_id": "UNH20230034", "title": "UNH Optum Insight", "text": "Health Plans. Serves health plans by improving financial performance and enhancing outcomes through proactive analytics, a comprehensive payment integrity portfolio and technology-enabled and staff-supported risk and quality services. Optum Insight helps health plans navigate a dynamic environment defined by shifts in employer vs. public-sector coverage, the demand for affordable benefit plans and the need to leverage new technology to reduce complexity."}
-{"_id": "UNH20230035", "title": "UNH Optum Insight", "text": "State Governments. Provides advanced technology and analytics services to modernize the administration of critical safety net programs, such as Medicaid, while improving cost predictability."}
-{"_id": "UNH20230036", "title": "UNH Optum Insight", "text": "Life Sciences Companies. Combines data and analytics expertise with comprehensive technologies and health care knowledge to help life sciences companies, including those in pharmaceuticals and medical technology, adopt a more comprehensive approach to advancing therapeutic discoveries and improving clinical outcomes."}
-{"_id": "UNH20230038", "title": "UNH Optum Insight", "text": "Many of Optum Insight\u2019s software and information products and professional services are delivered over extended periods, often several years. Optum Insight maintains an order backlog to track unearned revenues under these long-term arrangements."}
-{"_id": "UNH20230039", "title": "UNH Optum Insight", "text": "The backlog consists of estimated revenue from signed contracts, other legally binding agreements and anticipated contract renewals based on historical experience with Optum Insight\u2019s customers. Optum Insight\u2019s aggregate backlog as of December 31, 2023 was approximately $32.1 billion, of which $18.7 billion is expected to be realized within the next 12 months. The aggregate backlog includes $11.9 billion related to affiliated agreements. Optum Insight\u2019s aggregate backlog as of December 31, 2022, was $30.0 billion, including $10.7 billion related to affiliated agreements."}
-{"_id": "UNH20230040", "title": "UNH Optum Insight", "text": "Optum Insight\u2019s products and services are sold primarily through a direct sales force. Optum Insight\u2019s products are also supported and distributed through an array of alliances and business partnerships with other technology vendors, who integrate and interface Optum Insight\u2019s products with their applications."}
-{"_id": "UNH20230042", "title": "UNH Optum Rx", "text": "Optum Rx provides a full spectrum of pharmacy care services through its network of more than 65,000 retail pharmacies, through home delivery, specialty and community health pharmacies, the provision of in-home and community-based infusion services and through rare disease and gene therapy support services. It also offers direct-to-consumer solutions."}
-{"_id": "UNH20230043", "title": "UNH Optum Rx", "text": "Optum Rx manages a broad range of prescription drug spend, including widely available retail drugs as well as limited and ultra-limited distribution drugs in oncology, HIV, pain management and ophthalmology. Optum Rx serves the growing pharmacy needs of people with behavioral health and substance use disorders. In 2023, Optum Rx managed $159 billion in pharmaceutical spending, including $63 billion in specialty pharmaceutical spending."}
-{"_id": "UNH20230044", "title": "UNH Optum Rx", "text": "Optum Rx serves health benefits providers, large national employer plans, unions and trusts, purchasing coalitions and public-sector entities. Optum Rx sells its services through direct sales, health insurance brokers and other health care consultants."}
-{"_id": "UNH20230045", "title": "UNH Optum Rx", "text": "Optum Rx offers multiple clinical programs, digital tools and services to help clients manage overall pharmacy and health care costs in a clinically appropriate manner which are designed to deliver improved consumer experiences, better health outcomes and a lower total cost of care. Optum Rx provides various utilization management, medication management, quality assurance, adherence and counseling programs to complement each client\u2019s plan design and clinical strategies. Optum Rx is accelerating the integration of medical, pharmacy and behavioral care and treating the whole patient by embedding our pharmacists as key members of the patient care team."}
-{"_id": "UNH20230053", "title": "UNH UnitedHealthcare", "text": "Through its health benefits offerings, UnitedHealthcare is enabling better health, creating a better health care experience for its customers and helping to control rising health care costs. UnitedHealthcare\u2019s market position is built on: \u2022strong local-market relationships; \u2022the breadth of product offerings, based upon extensive expertise in distinct market segments in health care; \u2022service and advanced technology, including digital consumer engagement; \u2022competitive medical and operating cost positions; \u2022effective clinical engagement; and \u2022innovation for customers and consumers."}
-{"_id": "UNH20230054", "title": "UNH UnitedHealthcare", "text": "UnitedHealthcare uses Optum\u2019s capabilities to help coordinate and provide patient care, improve affordability of medical care, analyze cost trends, manage pharmacy care services, work with care providers more effectively and create a simpler and more satisfying consumer and physician experience."}
-{"_id": "UNH20230055", "title": "UNH UnitedHealthcare", "text": "In the United States, UnitedHealthcare arranges for discounted access to care through networks which, as of December 31, 2023, include 1.8 million physicians and other health care professionals and nearly 7,200 hospitals and other facilities."}
-{"_id": "UNH20230056", "title": "UNH UnitedHealthcare", "text": "UnitedHealthcare is subject to extensive government regulation. See further discussion of our regulatory environment below under \u201cGovernment Regulation\u201d and in Part II, Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations.\u201d"}
-{"_id": "UNH20230059", "title": "UNH UnitedHealthcare Employer & Individual", "text": "Domestically, UnitedHealthcare Employer & Individual offers a comprehensive array of consumer-oriented health benefit plans and services for large national employers, public sector employers, mid-sized employers, small businesses, and individuals. As of December 31, 2023, UnitedHealthcare Employer & Individual provides access to medical services for 27.3 million people. Globally, UnitedHealthcare Employer & Individual serves 7.8 million people with medical and dental benefits, typically in exchange for a monthly premium per member, residing principally in Brazil, Chile, Colombia and Peru, but also in more than 150 other countries. UnitedHealthcare Employer & Individual offers health care delivery in our principal global markets"}
-{"_id": "UNH20230060", "title": "UNH UnitedHealthcare Employer & Individual", "text": "through hospitals, outpatient and ambulatory clinics and surgery centers to UnitedHealthcare Employer & Individual global members and consumers served by other payers."}
-{"_id": "UNH20230061", "title": "UNH UnitedHealthcare Employer & Individual", "text": "Through its risk-based product offerings, UnitedHealthcare Employer & Individual assumes the risk of both medical and administrative costs for its customers in return for a monthly premium which is typically a fixed rate per individual served for a one-year period. Through its administrative and other management services arrangements to customers who elect to self-fund the health care costs of their employees and employees\u2019 dependents, UnitedHealthcare Employer & Individual receives a fixed monthly service fee per individual served. These customers retain the risk of financing medical benefits for their employees and employees\u2019 dependents, while UnitedHealthcare Employer & Individual provides services such as coordination and facilitation of medical and related services to customers, consumers and health care professionals, administration of transaction processing and access to a contracted network of physicians, hospitals and other health care professionals, including dental and vision professionals. UnitedHealthcare Employer & Individual is focused on providing informed benefit solutions that create customized plan designs and clinical programs for employers that contribute to well-being and reduce the total cost of care along with providing simpler consumer experiences in response to market dynamics."}
-{"_id": "UNH20230062", "title": "UNH UnitedHealthcare Employer & Individual", "text": "UnitedHealthcare Employer & Individual typically distributes its products through a variety of channels, dependent upon the specific product, including: through consultants or direct sales, in collaboration with brokers and agents, through wholesale agents or agencies who contract with health insurance carriers to distribute individual or group benefits, through professional employer organizations and associations and through both multi-carrier and its own proprietary private exchange marketplaces."}
-{"_id": "UNH20230063", "title": "UNH UnitedHealthcare Employer & Individual", "text": "UnitedHealthcare Employer & Individual\u2019s major product families include consumer engagement products, such as high-deductible consumer driven benefit plans and a variety of innovative consumer centric products; traditional products; clinical and pharmacy products; and specialty benefits, such as vision, dental, hearing, accident protection, critical illness, disability and hospital indemnity offerings."}
-{"_id": "UNH20230065", "title": "UNH UnitedHealthcare Medicare & Retirement", "text": "UnitedHealthcare Medicare & Retirement provides health and well-being services to seniors and other Medicare eligible consumers, addressing their unique needs. UnitedHealthcare Medicare & Retirement has distinct benefit designs, pricing, underwriting, clinical program management and marketing capabilities dedicated to health products and services in this market."}
-{"_id": "UNH20230066", "title": "UNH UnitedHealthcare Medicare & Retirement", "text": "UnitedHealthcare Medicare & Retirement offers a selection of products allowing people choice in obtaining the health coverage and services they need as their circumstances change. These offerings include care management and health system navigator services, clinical management programs, nurse health line services, 24-hour access to health care information, access to discounted health services from a network of care providers and administrative services."}
-{"_id": "UNH20230067", "title": "UNH UnitedHealthcare Medicare & Retirement", "text": "UnitedHealthcare Medicare & Retirement has extensive distribution capabilities and experience, including direct marketing to consumers on behalf of its key clients, including AARP, the nation\u2019s largest membership organization dedicated to the needs of people age 50 and over, and state and U.S. government agencies. Products are also offered through agents, employer groups and digital channels."}
-{"_id": "UNH20230068", "title": "UNH UnitedHealthcare Medicare & Retirement", "text": "Major product categories include:"}
-{"_id": "UNH20230069", "title": "UNH UnitedHealthcare Medicare & Retirement", "text": "Medicare Advantage. Provides health care coverage for seniors and other eligible Medicare beneficiaries through the Medicare Advantage program administered by the Centers for Medicare & Medicaid Services (CMS), including Medicare Advantage HMO plans, Preferred Provider Organization (PPO) plans, Point-of-Service plans, Private-Fee-for-Service plans and Special Needs Plans (SNPs). Under the Medicare Advantage program, UnitedHealthcare Medicare & Retirement provides health benefits coverage in exchange for a fixed monthly premium per member from CMS plus, in some cases, monthly consumer premiums. Premium amounts received from CMS vary based on the geographic areas in which individuals reside; demographic factors such as age, gender and institutionalized status; and the health status of the individual. UnitedHealthcare Medicare & Retirement served 7.7 million people through its Medicare Advantage products as of December 31, 2023."}
-{"_id": "UNH20230070", "title": "UNH UnitedHealthcare Medicare & Retirement", "text": "We have continued to enhance our offerings, focusing on more digital and physical care resources in the home, expanding our concierge navigation services and enabling the home as a safe and effective setting of care. For example, through our HouseCalls program, nurse practitioners performed more than 2.7 million clinical preventive home care visits in 2023 to address unmet care opportunities and close gaps in care."}
-{"_id": "UNH20230071", "title": "UNH UnitedHealthcare Medicare & Retirement", "text": "Medicare Part D. Provides Medicare Part D benefits to beneficiaries through its Medicare Advantage and stand-alone Medicare Part D plans. The stand-alone Medicare Part D plans address a large spectrum of people\u2019s needs and preferences for their prescription drug coverage, including low-cost prescription options. As of December 31, 2023, UnitedHealthcare enrolled 10.2 million people in the Medicare Part D programs, including 3.3 million individuals in stand-alone Medicare Part D plans, with the remainder in Medicare Advantage plans incorporating Medicare Part D coverage."}
-{"_id": "UNH20230073", "title": "UNH UnitedHealthcare Medicare & Retirement", "text": "Medicare Supplement. Provides a full range of supplemental products at diverse price points. These products cover various levels of coinsurance and deductible gaps to which seniors are exposed in the traditional Medicare program. UnitedHealthcare"}
-{"_id": "UNH20230074", "title": "UNH UnitedHealthcare Medicare & Retirement", "text": "Medicare & Retirement served 4.4 million seniors nationwide through various Medicare Supplement products in association with AARP as of December 31, 2023."}
-{"_id": "UNH20230075", "title": "UNH UnitedHealthcare Medicare & Retirement", "text": "Premium revenues from CMS represented 40% of UnitedHealth Group\u2019s total consolidated revenues for the year ended December 31, 2023, most of which were generated by UnitedHealthcare Medicare & Retirement."}
-{"_id": "UNH20230077", "title": "UNH UnitedHealthcare Community & State", "text": "UnitedHealthcare Community & State is dedicated to serving state programs caring for the economically disadvantaged, the medically underserved and those without the benefit of employer-funded health care coverage, typically in exchange for a monthly premium per member from the state program. UnitedHealthcare Community & State\u2019s primary customers oversee Medicaid plans, including Temporary Assistance to Needy Families; Children\u2019s Health Insurance Programs (CHIP); Dual SNPs (DSNPs); Long-Term Services and Supports (LTSS); Aged, Blind and Disabled; and other federal, state and community health care programs. As of December 31, 2023, UnitedHealthcare Community & State participated in programs in 32 states and the District of Columbia, and served more than 7.8 million people; including 1.3 million people through Medicaid expansion programs in 19 states under the Patient Protection and Affordable Care Act (ACA)."}
-{"_id": "UNH20230078", "title": "UNH UnitedHealthcare Community & State", "text": "States using managed care services for Medicaid beneficiaries select health plans by using a formal bid process or by awarding individual contracts. These health plans and care programs are designed to address the complex needs of the populations they serve, including the chronically ill, people with disabilities and people with a higher risk of medical, behavioral and social conditions. UnitedHealthcare Community & State administers benefits for the unique needs of children, pregnant women, adults, seniors and those who are institutionalized or are nursing home eligible. These individuals often live in medically underserved areas and are less likely to have a consistent relationship with the medical community or a care provider. They also often face significant social and economic challenges."}
-{"_id": "UNH20230080", "title": "UNH GOVERNMENT REGULATION", "text": "Our businesses are subject to comprehensive U.S. federal and state and international laws and regulations. We are regulated by agencies which generally have discretion to issue regulations and interpret and enforce laws and rules. U.S. federal and state and international governments continue to consider and enact various legislative and regulatory proposals which could materially impact certain aspects of the health care system. New laws, regulations and rules, or changes in the interpretation of existing laws, regulations and rules, including as a result of changes in the political environment, could adversely affect our businesses."}
-{"_id": "UNH20230081", "title": "UNH GOVERNMENT REGULATION", "text": "See Part I, Item 1A, \u201cRisk Factors\u201d for a discussion of the risks related to our compliance with U.S. federal and state and international laws and regulations."}
-{"_id": "UNH20230083", "title": "UNH U.S. Federal Laws and Regulation", "text": "When we contract with the federal government, we are subject to federal laws and regulations relating to the award, administration and performance of U.S. government contracts. CMS regulates our UnitedHealthcare businesses and certain aspects of our Optum businesses. Payments by CMS to our businesses are subject to regulations, including those governing fee-for-service and the submission of information relating to the health status of enrollees for purposes of determining the amounts of certain payments to us. CMS also has the right to audit our performance to determine our compliance with CMS contracts and regulations and the quality of care we provide to Medicare beneficiaries. Our commercial business is further subject to CMS audits related to medical loss ratios (MLRs) and risk adjustment data."}
-{"_id": "UNH20230084", "title": "UNH U.S. Federal Laws and Regulation", "text": "UnitedHealthcare Community & State has Medicaid and CHIP contracts, which are subject to federal regulations regarding services to be provided to Medicaid enrollees, payment for those services and other aspects of these programs. There are many regulations affecting Medicare and Medicaid compliance, and the regulatory environment with respect to these programs is complex."}
-{"_id": "UNH20230085", "title": "UNH U.S. Federal Laws and Regulation", "text": "Our businesses are also subject to laws and regulations relating to consumer protection, anti-fraud and abuse, anti-kickbacks, false claims, prohibited referrals, inappropriate reduction or limitation of health care services, anti-money laundering, securities and antitrust compliance."}
-{"_id": "UNH20230086", "title": "UNH U.S. Federal Laws and Regulation", "text": "Privacy, Security and Data Standards Regulation. Certain of our operations are subject to regulation under the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996, as amended (HIPAA), which apply to both the group and individual health insurance markets, including self-funded employee benefit plans. Federal regulations related to HIPAA contain minimum standards for electronic transactions and code sets and for the privacy and security of protected health information."}
-{"_id": "UNH20230088", "title": "UNH U.S. Federal Laws and Regulation", "text": "Our businesses must comply with the Health Information Technology for Economic and Clinical Health Act (HITECH) which regulates matters relating to privacy, security and data standards. HITECH imposes requirements on uses and disclosures of"}
-{"_id": "UNH20230089", "title": "UNH U.S. Federal Laws and Regulation", "text": "health information; includes contracting requirements for HIPAA business associate agreements; extends parts of HIPAA privacy and security provisions to business associates; adds federal data breach notification requirements for covered entities and business associates and reporting requirements to HHS and the Federal Trade Commission (FTC) and, in some cases, to the local media; strengthens enforcement and imposes higher financial penalties for HIPAA violations and, in certain cases, imposes criminal penalties for individuals, including employees. In the conduct of our business, depending on the circumstances, we may act as either a covered entity or a business associate."}
-{"_id": "UNH20230090", "title": "UNH U.S. Federal Laws and Regulation", "text": "The use and disclosure of individually identifiable health data by our businesses are also regulated in some instances by other federal laws, including the Gramm-Leach-Bliley Act (GLBA) or state statutes implementing GLBA. These federal laws and state statutes generally require insurers to provide customers with notice regarding how their non-public personal health and financial information is used and the opportunity to \u201copt out\u201d of certain disclosures before the insurer shares such information with a third party, and generally prescribe safeguards for the protection of personal information. Neither the GLBA nor HIPAA privacy regulations preempt more stringent state laws and regulations, which may apply to us, as discussed below. Federal consumer protection laws may also apply in some instances to privacy and security practices related to personally identifiable information."}
-{"_id": "UNH20230091", "title": "UNH U.S. Federal Laws and Regulation", "text": "ERISA. The Employee Retirement Income Security Act of 1974, as amended (ERISA), regulates how our services are provided to or through certain types of employer-sponsored health benefit plans. ERISA is a set of laws and regulations subject to interpretation by the U.S. Department of Labor (DOL) as well as the federal courts. ERISA sets forth standards on how our business units may do business with employers who sponsor employee health benefit plans, particularly those who maintain self-funded plans. Regulations established by the DOL subject us to additional requirements for administration of benefits, claims payment and member appeals under health care plans governed by ERISA."}
-{"_id": "UNH20230093", "title": "UNH State Laws and Regulation", "text": "Health Care Regulation. Our insurance and HMO subsidiaries must be licensed by the jurisdictions in which they conduct business. All of the states in which our subsidiaries offer insurance and HMO products regulate those products and operations. The states require periodic financial reports and establish minimum capital or restricted cash reserve requirements. The National Association of Insurance Commissioners (NAIC) has adopted model regulations, which require expanded governance practices and risk and solvency assessment reporting. Most states have adopted these or similar measures to expand the scope of regulations relating to corporate governance and internal control activities of HMOs and insurance companies. We are required to maintain a risk management framework and file a confidential self-assessment report with state insurance regulators. We file reports annually with Connecticut, our lead regulator, and with New York, as required by the state\u2019s regulation."}
-{"_id": "UNH20230094", "title": "UNH State Laws and Regulation", "text": "Our health plans and insurance companies are regulated under state insurance holding company regulations. Such regulations generally require registration with applicable state departments of insurance and the filing of reports describing capital structure, ownership, financial condition, certain affiliated transactions and general business operations. Most state insurance holding company laws and regulations require prior regulatory approval of acquisitions and material affiliated transfers of assets, as well as transactions between the regulated companies and their parent holding companies or affiliates. These laws may restrict the ability of our regulated subsidiaries to pay dividends to our holding companies."}
-{"_id": "UNH20230095", "title": "UNH State Laws and Regulation", "text": "Some of our business activity is subject to other health care-related regulations and requirements, including PPO, Managed Care Organization (MCO), utilization review (UR), TPA, pharmacy care services, durable medical equipment or care provider-related regulations and licensure requirements. These regulations differ from state to state and may contain network, contracting, product and rate, licensing and financial and reporting requirements. Health care-related laws and regulations set specific standards for delivery of services, appeals, grievances and payment of claims, adequacy of health care professional networks, fraud prevention, protection of consumer health information, pricing and underwriting practices and covered benefits and services. State health care anti-fraud and abuse prohibitions encompass a wide range of activities, including kickbacks for referral of members, billing for unnecessary medical services and improper marketing. Certain of our businesses are subject to state general agent, broker and sales distribution laws and regulations. UnitedHealthcare Community & State and certain of our Optum businesses are subject to regulation by state Medicaid agencies which oversee the provision of benefits to our Medicaid and CHIP beneficiaries and to our beneficiaries dually eligible for Medicare and Medicaid. We also contract with state governmental entities and are subject to state laws and regulations relating to the award, administration and performance of state government contracts."}
-{"_id": "UNH20230097", "title": "UNH State Laws and Regulation", "text": "State Privacy and Security Regulations. A number of states have adopted laws and regulations which may affect our privacy and security practices, such as state laws governing the use, disclosure and protection of social security numbers and protected health information or which are designed to implement GLBA or protect credit card account data. State and local authorities increasingly focus on the importance of protecting individuals from identity theft, with a significant number of states enacting laws requiring businesses to meet minimum cyber-security standards and notify individuals of security breaches involving personal information. State consumer protection laws may also apply to privacy and security practices related to personally identifiable information, including information related to consumers and care providers. Different approaches to state privacy"}
-{"_id": "UNH20230098", "title": "UNH State Laws and Regulation", "text": "and insurance regulation and varying enforcement philosophies may materially and adversely affect our ability to standardize our products and services across state lines. See Part I, Item 1A, \u201cRisk Factors\u201d for a discussion of the risks related to compliance with state privacy and security regulations."}
-{"_id": "UNH20230099", "title": "UNH State Laws and Regulation", "text": "Corporate Practice of Medicine and Fee-Splitting Laws. Certain of our businesses function as direct medical service providers and, as such, are subject to additional laws and regulations. Some states have corporate practice of medicine laws prohibiting specific types of entities from practicing medicine or employing physicians to practice medicine. Moreover, some states prohibit certain entities from engaging in fee-splitting practices, which involve sharing in the fees or revenues of a professional practice. These prohibitions may be statutory or regulatory, or may be imposed through judicial or regulatory interpretation. The laws, regulations and interpretations in certain states have been subject to limited judicial and regulatory interpretation and are subject to change."}
-{"_id": "UNH20230101", "title": "UNH Pharmacy and Pharmacy Benefits Management (PBM) Regulations", "text": "Optum Rx\u2019s businesses include home delivery, specialty and compounding pharmacies, as well as clinic-based pharmacies which must be licensed as pharmacies in the states in which they are located. Certain of our pharmacies must also register with the U.S. Drug Enforcement Administration (DEA) and individual state controlled substance authorities to dispense controlled substances. In addition to adhering to the laws and regulations in the states where our pharmacies are located, we also are required to comply with laws and regulations in some non-resident states where we deliver pharmaceuticals, including those requiring us to register with the board of pharmacy in the non-resident state. These non-resident states generally expect our pharmacies to follow the laws of the state in which the pharmacies are located, but some non-resident states also require us to comply with their laws where pharmaceuticals are delivered. Additionally, certain of our pharmacies which participate in programs for Medicare and state Medicaid providers are required to comply with applicable Medicare and Medicaid provider rules and regulations. Other laws and regulations affecting our pharmacies include federal and state statutes and regulations governing the labeling, packaging, advertising and adulteration of prescription drugs and dispensing of controlled substances. See Part I, Item 1A, \u201cRisk Factors\u201d for a discussion of the risks related to our pharmacy care services businesses."}
-{"_id": "UNH20230102", "title": "UNH Pharmacy and Pharmacy Benefits Management (PBM) Regulations", "text": "Federal and state legislation regulating PBM activities affects both our ability to limit access to a pharmacy provider network or remove network providers. Additionally, many states limit our ability to manage and establish maximum allowable costs for generic prescription drugs. With respect to formulary services, a number of government entities, including CMS, HHS and state departments of insurance, regulate the administration of prescription drug benefits offered through federal or state exchanges. Many states also regulate the scope of prescription drug coverage, as well as the delivery channels to receive such prescriptions, for insurers, MCOs and Medicaid managed care plans. These regulations could limit or preclude (i) certain plan designs, (ii) limited networks, (iii) use of particular care providers or distribution channels, (iv) copayment differentials among providers and (v) formulary tiering practices."}
-{"_id": "UNH20230103", "title": "UNH Pharmacy and Pharmacy Benefits Management (PBM) Regulations", "text": "Legislation seeking to regulate PBM activities introduced or enacted at the federal or state level could impact our business practices with others in the pharmacy supply chain, including pharmaceutical manufacturers and network providers. In addition, organizations like the NAIC periodically issue model regulations while credentialing organizations, like the National Committee for Quality Assurance (NCQA) and the Utilization Review Accreditation Commission (URAC), may establish standards impacting PBM pharmacy activities. Although these model regulations and standards do not have the force of law, they may influence states to adopt their recommendations and impact the services we deliver to our clients."}
-{"_id": "UNH20230105", "title": "UNH Consumer Protection Laws", "text": "Certain of our businesses participate in direct-to-consumer activities and are subject to regulations applicable to online communications and other general consumer protection laws and regulations such as the Federal Tort Claims Act, the Federal Postal Service Act and the FTC\u2019s Telemarketing Sales Rule. Most states also have similar consumer protection laws."}
-{"_id": "UNH20230106", "title": "UNH Consumer Protection Laws", "text": "Certain laws, such as the Telephone Consumer Protection Act, give the FTC, the Federal Communications Commission (FCC) and state attorneys general the ability to regulate, and bring enforcement actions relating to, telemarketing practices and certain automated outbound contacts such as phone calls, texts or emails. Under certain circumstances, these laws may provide consumers with a private right of action. Violations of these laws could result in substantial statutory penalties and other sanctions."}
-{"_id": "UNH20230109", "title": "UNH Banking Regulation", "text": "Optum Bank is subject to regulation by federal banking regulators, including the Federal Deposit Insurance Corporation (FDIC), which performs annual examinations to ensure the bank is operating in accordance with federal safety and soundness requirements, and the Consumer Financial Protection Bureau, which may perform periodic examinations to ensure the bank is in compliance with applicable consumer protection statutes, regulations and agency guidelines. Optum Bank is also subject to supervision and regulation by the Utah State Department of Financial Institutions, which carries out annual examinations to ensure the bank is operating in accordance with state safety and soundness requirements and performs periodic examinations of"}
-{"_id": "UNH20230110", "title": "UNH Banking Regulation", "text": "the bank\u2019s compliance with applicable state banking statutes, regulations and agency guidelines. In the event of unfavorable examination results from any of these agencies, the bank could become subject to increased operational expenses and capital requirements, enhanced governmental oversight and monetary penalties."}
-{"_id": "UNH20230112", "title": "UNH Non-U.S. Regulation", "text": "Certain of our businesses operate internationally and are subject to regulation in the jurisdictions in which they are organized or conduct business. These regulatory regimes vary from jurisdiction to jurisdiction. In addition, our non-U.S. businesses and operations are subject to U.S. laws regulating the conduct and activities of U.S.-based businesses operating outside the United States, such as the Foreign Corrupt Practices Act (FCPA), which prohibits offering, promising, providing or authorizing others to give anything of value to a foreign government official to obtain or retain business or otherwise secure a business advantage."}
-{"_id": "UNH20230114", "title": "UNH COMPETITION", "text": "As a diversified health care company, we operate in highly competitive markets across the full expanse of health care benefits and services. Our competitors include organizations ranging from startups to highly sophisticated Fortune 50 global enterprises, for-profit and non-profit companies, and private and government-sponsored entities. New entrants to our markets and business combinations among our competitors and suppliers also contribute to a dynamic and competitive environment. We compete fundamentally on the quality and value we provide to those we serve which can include elements such as product and service innovation; use of technology; consumer and provider engagement and satisfaction; and sales, marketing and pricing. See Part I, Item 1A, \u201cRisk Factors\u201d for additional discussion of our risks related to competition."}
-{"_id": "UNH20230116", "title": "UNH INTELLECTUAL PROPERTY RIGHTS", "text": "We have obtained trademark registration for the UnitedHealth Group, Optum and UnitedHealthcare names and logos. We own registrations for certain of our other trademarks in the United States and abroad. We hold a portfolio of patents and have patent applications pending from time to time. We are not substantially dependent on any single patent or group of related patents."}
-{"_id": "UNH20230117", "title": "UNH INTELLECTUAL PROPERTY RIGHTS", "text": "Unless otherwise noted, trademarks appearing in this report are trademarks owned by us. We disclaim any proprietary interest in the marks and names of others."}
-{"_id": "UNH20230119", "title": "UNH HUMAN CAPITAL RESOURCES", "text": "Our more than 440,000 employees, as of December 31, 2023, including nearly 160,000 clinical professionals, are guided by our mission to help people live healthier lives and help make the health system work better for everyone. Our mission and cultural values of integrity, compassion, inclusion, relationships, innovation, performance and quality align with our long-term business strategy to increase access to care, make care more affordable, enhance the care experience, improve health outcomes and advance health equity. Our mission and values attract individuals who are determined to make a difference \u2013 individuals whose talent, innovation, engagement and empowerment are critical in our ability to achieve our mission."}
-{"_id": "UNH20230120", "title": "UNH HUMAN CAPITAL RESOURCES", "text": "We are committed to developing our people and culture by creating an inclusive environment where people of diverse backgrounds, experiences and perspectives make us better. Our approach is data-driven and leader-led and uses enterprise and business scorecards to ensure our leaders are accountable for a consistent focus on hiring, developing, advancing and retaining diverse talent. We have embedded inclusion and diversity throughout our culture, including in our talent acquisition and talent management practices; leadership development; careers; learning and skills; and systems and processes. We strive to maintain a sustainable and diverse talent pipeline by building strong strategic partnerships and outreach through early career programs, internships and apprenticeships. We support career coaching, mentorship and accelerated leadership development programs to ensure mobility and advancement for our diverse talent. To foster an engaged workforce and an inclusive culture, we invest in a broad array of skills-based learning and culture development programs. We rely on a shared leadership framework, which clearly and objectively defines our expectations, enables an environment where everyone has the opportunity to learn and grow, and helps us identify, develop and deploy talent to help achieve our mission."}
-{"_id": "UNH20230122", "title": "UNH HUMAN CAPITAL RESOURCES", "text": "We prioritize pay equity by regularly evaluating and reviewing our compensation practices by gender, ethnicity and race. Receiving on-going feedback from our team members is another way to strengthen and reinforce a culture of inclusion. Our Employee Experience Index measures an employee\u2019s sense of commitment and belonging to our company and is a metric in the Stewardship section of our annual incentive plan. Our Sustainability Report, which can be accessed on our website at www.unitedhealthgroup.com, provides further information about our people and culture."}
-{"_id": "UNH20230132", "title": "UNH INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "The following sets forth certain information regarding our executive officers as of February 28, 2024, including the business experience of each executive officer during the past five years: Name##Age##Position Andrew Witty##59##Chief Executive Officer Dirk McMahon##64##President and Chief Operating Officer John Rex##62##Executive Vice President and Chief Financial Officer Rupert Bondy##62##Executive Vice President, Chief Legal Officer and Corporate Secretary Erin McSweeney##59##Executive Vice President and Chief People Officer Thomas Roos##51##Senior Vice President and Chief Accounting Officer Brian Thompson##49##Chief Executive Officer of UnitedHealthcare"}
-{"_id": "UNH20230133", "title": "UNH INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "Our Board of Directors elects executive officers annually. Our executive officers serve until their successors are duly elected and qualified, or until their earlier death, resignation, removal or disqualification."}
-{"_id": "UNH20230134", "title": "UNH INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "Andrew Witty has served as Chief Executive Officer and a member of the Board of Directors of UnitedHealth Group since February 2021. Previously, Andrew served as Chief Executive Officer of Optum from July 2018 to April 2021, President of UnitedHealth Group from November 2019 to February 2021 and as a UnitedHealth Group director from August 2017 to March 2018. Prior to joining UnitedHealth Group, he was Chief Executive Officer and a board member of GlaxoSmithKline, a global pharmaceutical company, from 2008 to 2017."}
-{"_id": "UNH20230135", "title": "UNH INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "Dirk McMahon has served as President and Chief Operating Officer of UnitedHealth Group since February 2021. He previously served as Chief Executive Officer of UnitedHealthcare from June 2019 to April 2021, President and Chief Operating Officer of Optum from April 2017 to June 2019 and Executive Vice President, Operations at UnitedHealth Group from November 2014 to April 2017. Dirk also served as Chief Executive Officer of Optum Rx from November 2011 to November 2014. Prior to 2011, he held various positions in UnitedHealthcare in operations, technology and finance."}
-{"_id": "UNH20230136", "title": "UNH INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "John Rex has served as Executive Vice President and Chief Financial Officer of UnitedHealth Group since June 2016. From March 2012 to June 2016, he served as Executive Vice President and Chief Financial Officer of Optum. Prior to joining Optum in 2012, John was a Managing Director at JP Morgan, a global financial services firm."}
-{"_id": "UNH20230137", "title": "UNH INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "Rupert Bondy has served as Executive Vice President and Chief Legal Officer of UnitedHealth Group since March 2022 and additionally as Corporate Secretary since April 2022. Prior to joining UnitedHealth Group, Rupert served as Senior Vice President, General Counsel and Corporate Secretary at Reckitt Benckiser Group, a consumer goods group focused on hygiene, health and nutrition products, from January 2017 to February 2022. Prior to his service with Reckitt Benckiser Group, he served as Group General Counsel of BP plc, an international energy company, and, among his prior positions, as Senior Vice President and General Counsel of GlaxoSmithKline, a global pharmaceutical company."}
-{"_id": "UNH20230138", "title": "UNH INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "Erin McSweeney has served as Executive Vice President and Chief People Officer of UnitedHealth Group since March 2022. From February 2021 to March 2022, Erin served as chief of staff to UnitedHealth Group\u2019s Office of the Chief Executive. From January 2017 to February 2021, she served as Executive Vice President and Chief Human Resources Officer at Optum. Prior to joining UnitedHealth Group, Erin was Executive Vice President and Chief Human Resources Officer for EMC Corporation, an international technology company."}
-{"_id": "UNH20230139", "title": "UNH INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "Tom Roos has served as Senior Vice President and Chief Accounting Officer of UnitedHealth Group since August 2015. Prior to joining UnitedHealth Group, Tom was a Partner at Deloitte & Touche LLP, an independent registered public accounting firm."}
-{"_id": "UNH20230141", "title": "UNH INFORMATION ABOUT OUR EXECUTIVE OFFICERS", "text": "Brian Thompson has served as Chief Executive Officer of UnitedHealthcare since April 2021. Prior to his service in this role, he served as Chief Executive Officer of UnitedHealthcare's government programs including Medicare & Retirement and Community & State from July 2019 to April 2021; as Chief Executive Officer of Medicare & Retirement from April 2017 to July 2019; and as Chief Financial Officer of UnitedHealthcare\u2019s Employer & Individual and Medicare & Retirement businesses from August 2010 to April 2017."}
-{"_id": "UNH20230143", "title": "UNH ADDITIONAL INFORMATION", "text": "Our executive offices are located at UnitedHealth Group Center, 9900 Bren Road East, Minnetonka, Minnesota 55343; our telephone number is (952) 936-1300. You can access our website at www.unitedhealthgroup.com to learn more about our company. We make periodic and current reports and amendments available, free of charge, on our website, as soon as reasonably practicable after we file or furnish these reports to the Securities and Exchange Commission (SEC). Information on or linked to our website is neither part of nor incorporated by reference into this Annual Report on Form 10-K or any other SEC filings."}
-{"_id": "UNH20230146", "title": "UNH CAUTIONARY STATEMENTS", "text": "The statements, estimates, projections or outlook contained in this Annual Report on Form 10-K include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA). When used in this Annual Report on Form 10-K and in future filings by us with the SEC, in our news releases, presentations to securities analysts or investors, and in oral statements made by or with the approval of one of our executive officers, the words \u201cbelieve,\u201d \u201cexpect,\u201d \u201cintend,\u201d \u201cestimate,\u201d \u201canticipate,\u201d \u201cforecast,\u201d \u201coutlook,\u201d \u201cplan,\u201d \u201cproject,\u201d \u201cshould\u201d or similar words or phrases are intended to identify such forward-looking statements. These statements are intended to take advantage of the \u201csafe harbor\u201d provisions of the PSLRA. These forward-looking statements involve risks and uncertainties which may cause our actual results to differ materially from the expectations expressed or implied in the forward-looking statements. Any forward-looking statement in this report speaks only as of the date of this report and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances, including unanticipated events, after the date of this report."}
-{"_id": "UNH20230147", "title": "UNH CAUTIONARY STATEMENTS", "text": "The following discussion contains cautionary statements regarding our business, which investors and others should consider. We do not undertake to address in future filings with the SEC or other communications regarding our business or results of operations how any of these factors may have caused our results to differ from discussions or information contained in our previous filings or communications. In addition, any of the matters discussed below may have affected past, as well as current, forward-looking statements about future results. Any or all forward-looking statements in this Annual Report on Form 10-K and in any other SEC filings or public statements we make may turn out to be wrong. Our forward-looking statements can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Many factors discussed below will be important in determining our future results. By their nature, forward-looking statements are not guarantees of future performance or results and are subject to risks, uncertainties and assumptions which are difficult to predict or quantify."}
-{"_id": "UNH20230149", "title": "UNH Risks Related to Our Business and Our Industry", "text": "If we fail to estimate, price for and manage our medical costs or design benefits in an effective manner, the profitability of our risk-based products and services could decline and could materially and adversely affect our results of operations, financial position and cash flows."}
-{"_id": "UNH20230150", "title": "UNH Risks Related to Our Business and Our Industry", "text": "Through our risk-based benefit products, we assume the risk of both medical and administrative costs for our customers in return for monthly premiums. We generally use approximately 80% to 85% of our premium revenues to pay the costs of health care services delivered to these customers. The profitability of our products depends in large part on our ability to predict and effectively price for and manage medical costs. Our Optum Health business also enters into fully accountable value-based arrangements with payers. Premium revenues from risk-based products constitute nearly 80% of our total consolidated revenues. Estimates of benefit expense payments involve extensive judgement and are subject to considerable inherent variability. Relatively small differences between predicted and actual medical costs, or utilization rates as a percentage of revenues, can result in significant changes in our financial results. If we fail to predict accurately, or effectively price for or manage, the costs of providing care under risk-based arrangements, our results of operations could be materially and adversely affected."}
-{"_id": "UNH20230152", "title": "UNH Risks Related to Our Business and Our Industry", "text": "We manage medical costs through underwriting criteria, product design, negotiation of competitive provider contracts and care management programs. Total medical costs are affected by the number of individual services rendered, the cost of each service and the type of service rendered. Although we base the premiums we charge on our estimates of future medical costs over the fixed contract period, many factors may cause, and have previously caused, actual costs to exceed those estimated and reflected in premiums or bids. These factors may include medical cost inflation, increased use of services, business mix, unexpected differences among new customer populations, increased cost of individual services, costs to deliver care, large-scale medical emergencies, the potential effects of climate change, pandemics, the introduction of new or costly drugs or increases in drug prices, treatments and technology, new treatment guidelines, newly mandated benefits or other regulatory changes and insured population characteristics. Cost increases in excess of our forecasts typically cannot be recovered in the fixed premium period through higher premiums. For Optum Health\u2019s fully accountable value-based care, any inability to provide higher-quality outcomes and better experiences at lower costs or to integrate our care delivery models could impact our results of operations, financial positions and cash flows."}
-{"_id": "UNH20230153", "title": "UNH Risks Related to Our Business and Our Industry", "text": "In addition, the financial results we report for any particular period include estimates of costs incurred for which claims are still outstanding. These estimates involve an extensive degree of judgment. If these estimates prove inaccurate, our results of operations could be materially and adversely affected."}
-{"_id": "UNH20230154", "title": "UNH Risks Related to Our Business and Our Industry", "text": "If we fail to maintain properly the integrity or availability of our data or successfully consolidate, integrate, upgrade or expand our existing information systems, or if our technology products do not operate as intended, our business could be materially and adversely affected."}
-{"_id": "UNH20230155", "title": "UNH Risks Related to Our Business and Our Industry", "text": "Our business depends on the integrity and timeliness of the data we use to serve our members, customers and health care professionals and to operate our business. If the data we rely upon to run our businesses is found to be inaccurate or unreliable or if we fail to effectively maintain or protect the integrity of our data and information systems, including systems powered by or incorporating artificial intelligence and machine learning (AI/ML), we could experience failures in our health, wellness and information technology products; lose existing customers; have difficulty attracting new customers; experience problems in determining medical cost estimates and establishing appropriate pricing; have difficulty preventing, detecting and controlling fraud; have disputes with customers, physicians and other health care professionals; become subject to regulatory sanctions, penalties, investigations or audits; incur increases in operating expenses; or suffer other adverse consequences."}
-{"_id": "UNH20230156", "title": "UNH Risks Related to Our Business and Our Industry", "text": "The volume of health care data generated, and the uses of data, including electronic health records, are rapidly expanding. We depend on the integrity of the data in our information systems to implement new and innovative services, automate and deploy new technologies to simplify administrative processes and clinical decision making, price our products and services adequately, provide effective service to our customers and consumers in an efficient and uninterrupted fashion, provide timely payments to care providers, and accurately report our results of operations. In addition, connectivity among technologies is becoming increasingly important and recent trends toward greater consumer engagement in health care require new and enhanced technologies, including more sophisticated applications for mobile devices and new tools and products that leverage AI/ML to improve the customer experience. We anticipate that fast-evolving AI/ML technologies, including generative AI, will play an increasingly important role in our information systems and customer-facing technology products. Our ability to protect and enhance existing systems and develop new systems to keep pace with changes in information processing technology (including AI/ML), regulatory standards and changing customer preferences will require an ongoing commitment of significant development and operational resources. If these commitments fail to provide the anticipated benefits, if we are unable to successfully anticipate future technology developments, or if the cost to keep pace with the technological changes exceed our estimates, we could be exposed to reputational harm and experience adverse effects on our business."}
-{"_id": "UNH20230157", "title": "UNH Risks Related to Our Business and Our Industry", "text": "We may not successfully implement our initiatives to consolidate the number of systems we operate, upgrade and expand our information systems\u2019 capabilities, integrate and enhance our systems and develop new systems to keep pace with recent regulations and changes in information processing technology. Failure to protect, consolidate and integrate our systems successfully could result in higher than expected costs."}
-{"_id": "UNH20230158", "title": "UNH Risks Related to Our Business and Our Industry", "text": "Some of our businesses sell and install software products which may contain unexpected design defects or may encounter unexpected complications during installation or when used with other technologies utilized by the customer. A failure of our technology products to operate as intended and in a seamless fashion with other products could materially and adversely affect our results of operations, financial position and cash flows."}
-{"_id": "UNH20230159", "title": "UNH Risks Related to Our Business and Our Industry", "text": "Uncertain and rapidly evolving U.S. federal and state, non-U.S. and international laws and regulations related to health data and health information technologies, including those powered by or incorporating AI/ML, may alter the competitive landscape or impose new compliance requirements and could materially and adversely affect the configuration of our information systems and platforms, and our ability to compete in our markets."}
-{"_id": "UNH20230160", "title": "UNH Risks Related to Our Business and Our Industry", "text": "If we or third parties we rely on sustain cyber-attacks or other privacy or data security incidents resulting in disruption to our operations or the disclosure of protected personal information or proprietary or confidential information, we could suffer a loss of revenue and increased costs, negative operational affects, exposure to significant liability, reputational harm and other serious negative consequences."}
-{"_id": "UNH20230162", "title": "UNH Risks Related to Our Business and Our Industry", "text": "We routinely process, store and transmit large amounts of data in our operations, including protected personal information subject to privacy, security or data breach notification laws, as well as proprietary or confidential information relating to our business or third parties. Some of the data we process, store and transmit may be outside of the United States due to our information technology systems and international business operations. We are regularly the target of attempted cyber-attacks and other security threats and have previously been, and may in the future be, subject to compromises of the information technology systems we use, information we hold, or information held on our behalf by third parties. While we have programs in place to detect, contain and respond to data security incidents and provide employee awareness training regarding phishing, malware and other cyber threats to protect against cyber risks and security incidents, we expect that we will continue to experience these incidents, some of which may negatively affect our business. Further, because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and are increasing in sophistication, in part due to use of evolving AI/ML technologies (including generative AI), and because our businesses are changing as well, we"}
-{"_id": "UNH20230163", "title": "UNH Risks Related to Our Business and Our Industry", "text": "may be unable to anticipate these techniques and threats, detect data security incidents or implement adequate preventive measures. Threat actors and hackers have previously been, and may in the future be, able to negatively affect our operations by penetrating our security controls and causing system and operational disruptions or shutdowns, accessing, misappropriating or otherwise compromising protected personal information or proprietary or confidential information or that of third parties, and developing and deploying viruses, ransomware and other malware that can attack our systems, exploit any security vulnerabilities, and disrupt or shutdown our systems and operations. In addition, hardware, software, or applications we develop or procure from third parties may contain defects or other problems which could unexpectedly compromise our information security controls. Our systems may also be vulnerable to financial fraud schemes, misplaced or lost data, human error, malicious social engineering, or other events which could negatively affect the data or financial accounts, proprietary or confidential information relating to our business or third parties, or our operations. There have previously been and may be in the future heightened vulnerabilities due to the lack of physical supervision and on-site infrastructure for remote workforce operations and for recently-acquired or non-integrated businesses. We rely in some circumstances on third-party vendors to process, store and transmit large amounts of data for our business whose operations are subject to similar risks."}
-{"_id": "UNH20230164", "title": "UNH Risks Related to Our Business and Our Industry", "text": "The costs to eliminate or address the foregoing security threats and vulnerabilities before or after a cyber-incident could be material. We have business continuation and resiliency plans which are maintained, updated and tested regularly in an effort to contain and remediate potential disruptions or cyber events. If our remediation efforts are not successful, we may experience operational interruptions, delays, or cessation of service and loss of existing or potential customers. In addition, compromises of our security measures or the unauthorized dissemination of sensitive personal information, proprietary information or confidential information about us, our customers or other third parties, previously and in the future, could expose us or them to the risk of financial or medical identity theft, negative operational affects, expose us or them to a risk of loss or misuse of this information, result in litigation and liability, including regulatory penalties, for us, damage our brand and reputation, or otherwise harm our business."}
-{"_id": "UNH20230165", "title": "UNH Risks Related to Our Business and Our Industry", "text": "If we fail to compete effectively to maintain or increase our market share, including maintaining or increasing enrollments in businesses providing health benefits, our results of operations, financial position and cash flows could be materially and adversely affected."}
-{"_id": "UNH20230166", "title": "UNH Risks Related to Our Business and Our Industry", "text": "Our businesses face significant competition in all of the geographic markets in which we operate. In particular geographies or product segments, our competitors may have certain competitive advantages. Our competitive position may also be adversely affected by significant merger and acquisition activity in the industries in which we operate, among both our competitors and suppliers. Consolidation may make it more difficult for us to retain or increase our customer base, improve the terms on which we do business with our suppliers, or maintain or increase our profitability."}
-{"_id": "UNH20230167", "title": "UNH Risks Related to Our Business and Our Industry", "text": "In addition, our success in the health care marketplace and future growth depends on our ability to develop and deliver innovative and potentially disruptive products and services to satisfy evolving market demands. If we do not continue to innovate and provide products and services which are useful and relevant to health care payers, consumers and our customers, we may not remain competitive and risk losing market share to existing competitors and disruptive new market entrants. We may face risks from new technologies and market entrants which could affect our existing relationship with health plan enrollees in these areas. We could sustain competitive disadvantages and loss of market share if we fail to continue developing innovative care models, including by accelerating the transition of care to value-based models that achieve higher quality outcomes and better experiences at lower costs and expand access to virtual and in-home care. Additionally, our competitive position could be adversely affected by any failure to develop and apply innovative technologies and other effective data and analytics capabilities or to provide services to our clients focused on these technologies and capabilities."}
-{"_id": "UNH20230168", "title": "UNH Risks Related to Our Business and Our Industry", "text": "Our business, results of operations, financial position and cash flows also could be materially and adversely affected if we do not compete effectively in our markets, if we set rates too high or too low in highly competitive markets, if we do not design and price our products properly and competitively, if we are unable to innovate and deliver products and services demonstrating value to our customers, if we do not provide a satisfactory level of services, if membership or demand for other services does not increase as we expect or declines, or if we lose accounts with more profitable products while retaining or increasing membership in accounts with less profitable products. The resumption of Medicaid redeterminations has impacted our membership levels and may impact our ability to maintain market share if we are unable to retain or add new consumers to other benefit offerings."}
-{"_id": "UNH20230169", "title": "UNH Risks Related to Our Business and Our Industry", "text": "If we fail to develop and maintain satisfactory relationships with health care payers, physicians, hospitals and other service providers, our business could be materially and adversely affected."}
-{"_id": "UNH20230171", "title": "UNH Risks Related to Our Business and Our Industry", "text": "We depend substantially on our continued ability to contract with health care payers (as a service provider to those payers), as well as physicians, hospitals, pharmaceutical benefit service providers, pharmaceutical manufacturers and other care and service providers at competitive prices. If we fail to develop and maintain satisfactory relationships with health care providers, whether in-network or out-of-network, our failure to do so could materially and adversely affect our business, results of operations,"}
-{"_id": "UNH20230172", "title": "UNH Risks Related to Our Business and Our Industry", "text": "financial position and cash flows. In addition, some of our activities related to network design, provider participation in networks and provider payments could result in disputes, which may be costly and attract negative publicity."}
-{"_id": "UNH20230173", "title": "UNH Risks Related to Our Business and Our Industry", "text": "In any particular market, physicians and health care providers could refuse to contract with us, demand higher payments, or take other actions which could result in higher medical costs, less desirable products for customers or difficulty meeting regulatory or accreditation requirements. In some markets, certain health care providers, particularly hospitals, physician and hospital organizations or multi-specialty physician groups, may have significant market positions which could diminish our bargaining power. In addition, Accountable Care Organizations (ACOs); physician group management services organizations (which aggregate physician practices for administrative efficiency); and other organizational structures adopted by physicians, hospitals and other care providers may change the way in which these providers do business with us and may change the competitive landscape. Such organizations or groups of physicians may compete directly with us, which could adversely affect our business, and our results of operations, financial position and cash flows by impacting our relationships with these providers or affecting the way we price our products and estimate our costs, which might require us to incur costs to change our operations in an effort to mitigate these impacts. In addition, if these providers refuse to contract with us, use their market position to negotiate favorable contracts or place us at a competitive disadvantage, our ability to market products or to be profitable in those areas could be materially and adversely affected."}
-{"_id": "UNH20230174", "title": "UNH Risks Related to Our Business and Our Industry", "text": "Our health care benefits businesses have risk-based arrangements with some physicians, hospitals and other health care providers. These arrangements limit our exposure to the risk of increasing medical costs, but expose us to risk related to the adequacy of the financial and medical care resources of the health care providers. To the extent a risk-based health care provider organization faces financial difficulties or otherwise is unable to perform its obligations under the arrangement, we may be held responsible for unpaid health care claims which should have been the responsibility of the health care provider and for which we have already paid the provider. Further, payment or other disputes between a primary care provider and specialists with whom the primary care provider contracts could result in a disruption in the provision of services to our members or a reduction in the services available to our members. Health care providers with which we contract may not properly manage the costs of services, maintain financial solvency or avoid disputes with other providers. They may also fail to provide us with the information we need to effectively conduct our businesses, such as information enabling us to estimate costs of care. Any of these events could have a material adverse effect on the provision of services to our members and our operations."}
-{"_id": "UNH20230175", "title": "UNH Risks Related to Our Business and Our Industry", "text": "Some providers that render services to our members do not have contracts with us. In some instances, those providers may dispute the payment for these services and may institute litigation or arbitration relying on state and federal laws that define the compensation that must be paid to out-of-network providers in some circumstances."}
-{"_id": "UNH20230176", "title": "UNH Risks Related to Our Business and Our Industry", "text": "The success of some of our businesses depends on maintaining satisfactory relationships with physicians as our employees, independent contractors or joint venture partners. The physicians who practice medicine or contract with our affiliated physician organizations could terminate their provider contracts or otherwise become unable or unwilling to continue practicing medicine or contracting with us. We face and will likely continue to face heightened competition to acquire or manage physician practices or to employ or contract with individual physicians. Our revenues could be materially and adversely affected if we are unable to maintain or expand satisfactory relationships with physicians, to acquire, recruit or, in some instances, employ physicians, or to retain enrollees following physician departures. In addition, our affiliated physician organizations contract with competitors of UnitedHealthcare. Our businesses could suffer if our affiliated physician organizations fail to maintain relationships with or fail to adequately price their contracts with these third-party payer competitors."}
-{"_id": "UNH20230177", "title": "UNH Risks Related to Our Business and Our Industry", "text": "Further, physicians, hospitals, pharmaceutical benefit service providers, pharmaceutical manufacturers and certain health care providers are customers of our Optum businesses. Physicians also provide medical services at facilities owned by our Optum businesses. Given the importance of health care providers and other constituents to our businesses, failure to maintain satisfactory relationships with them could materially and adversely affect our results of operations, financial position and cash flows."}
-{"_id": "UNH20230178", "title": "UNH Risks Related to Our Business and Our Industry", "text": "We are routinely subject to various private party and governmental legal actions and investigations, which could damage our reputation and, if resolved unfavorably, could result in substantial penalties or monetary damages and materially and adversely affect our results of operations, financial position and cash flows."}
-{"_id": "UNH20230179", "title": "UNH Risks Related to Our Business and Our Industry", "text": "We are routinely made party to a variety of private party and governmental legal actions and investigations related to, among other matters, the design, management and delivery of our product and service offerings. Any failure by us to adhere to the laws and regulations applicable to our businesses could subject us to civil and criminal penalties."}
-{"_id": "UNH20230181", "title": "UNH Risks Related to Our Business and Our Industry", "text": "Legal actions to which we are a party have included and in the future could include matters related to health care benefits coverage and payment of claims (including disputes with enrollees, customers and contracted and non-contracted physicians, hospitals and other health care professionals), tort claims (including claims related to the delivery of health care services, such as medical malpractice by personnel at our affiliates\u2019 facilities, or by health care practitioners who are employed by us, have contractual relationships with us, or serve as providers to our managed care networks, including as a result of a failure to adhere"}
-{"_id": "UNH20230182", "title": "UNH Risks Related to Our Business and Our Industry", "text": "to applicable clinical, quality and/or patient safety standards), antitrust claims (including as a result of changes in the enforcement of antitrust laws), whistleblower claims (including claims under the False Claims Act or similar statutes), matters related to our use of personal information or other proprietary data, claims related to alleged failure of our technology products to operate properly or fairly, contract and labor disputes, tax claims and claims related to disclosure of certain business practices. In addition, some of our pharmacy services operations are subject to clinical quality, patient safety and other risks inherent in the dispensing, packaging and distribution of drugs, including claims related to purported dispensing and other operational errors. We may also be party to certain class action lawsuits brought by health care professional groups and consumers. We operate in jurisdictions outside of the United States where contractual rights, tax positions and applicable regulations may be subject to interpretation or uncertainty to a greater degree than in the United States, and therefore subject to dispute by customers, government authorities or others."}
-{"_id": "UNH20230183", "title": "UNH Risks Related to Our Business and Our Industry", "text": "We are largely self-insured with regard to litigation risks, including claims of medical malpractice against our affiliated physicians and us. Although we record liabilities for our estimates of the probable costs resulting from self-insured matters, it is possible the level of actual losses will significantly exceed the liabilities recorded. Additionally, physicians and other healthcare providers have become subject to an increasing number of legal actions alleging medical malpractice and general professional liabilities. Even in states that have imposed caps on damages for such actions, litigants are seeking recoveries under new theories of liability that might not be subject to the caps on damages. These actions involve significant defense costs and could result in substantial monetary damages or damage to our reputation."}
-{"_id": "UNH20230184", "title": "UNH Risks Related to Our Business and Our Industry", "text": "We cannot predict the outcome of significant legal actions in which we are involved. Even in situations where we engage external insurers, our coverage may not be sufficient to cover the entirety of certain claims. We incur expenses to resolve these matters and current and future legal actions could further increase our cost of doing business and materially and adversely affect our results of operations, financial position and cash flows. Moreover, certain legal actions could result in adverse publicity which could damage our reputation and materially and adversely affect our ability to retain our current business or grow our market share in some markets and businesses."}
-{"_id": "UNH20230185", "title": "UNH Risks Related to Our Business and Our Industry", "text": "Our business could suffer, and our results of operations, financial position and cash flows could be materially and adversely affected, if we fail to successfully manage our strategic alliances, to complete, manage or integrate acquisitions and other significant strategic transactions or relationships domestically or outside the United States."}
-{"_id": "UNH20230186", "title": "UNH Risks Related to Our Business and Our Industry", "text": "As part of our business strategy, we frequently engage in discussions with third parties regarding possible investments, acquisitions, divestitures, strategic alliances, joint ventures and outsourcing transactions and often enter into agreements relating to such transactions. If we fail to meet the needs of our alliance or joint venture partners, including by developing additional products and services, providing high levels of service, pricing our products and services competitively or responding effectively to applicable federal and state regulatory changes, our alliances and joint ventures could be damaged or terminated, which in turn could adversely impact our reputation, business and results of operations. Further, governmental actions, such as actions by the FTC or DOJ, may affect our ability to complete strategic transactions, which could adversely affect our future growth. If we fail to identify and successfully complete transactions to meet our strategic objectives, including as a result of antitrust regulatory enforcement actions, such as those that have been brought against us in the past, we may be required to expend resources to develop products and technology internally, be placed at a competitive disadvantage or be adversely affected by negative market perceptions, any of which may have a material adverse effect on our results of operations, financial position or cash flows."}
-{"_id": "UNH20230187", "title": "UNH Risks Related to Our Business and Our Industry", "text": "Successful acquisitions also require us to effectively integrate the acquired business into our existing operations, including our internal control environment and culture, or otherwise leveraging its operations which may present risks different from those presented by organic growth and may be difficult for us to manage. In addition, even with appropriate diligence, pre-acquisition practices of an acquired business have in the past and may in the future expose us to legal challenges and investigations that could subject us to criminal fines or reputational harm. Even if we are ultimately successful, defending such claims may be costly and result in negative publicity. If we cannot successfully integrate our acquired businesses and realize contemplated revenue growth opportunities, cost savings and other synergies, our business, prospects, results of operations, financial position and cash flows could be materially and adversely affected."}
-{"_id": "UNH20230189", "title": "UNH Risks Related to Our Business and Our Industry", "text": "As we operate our business outside of the United States, we face risks different from those presented by acquisitions of domestic businesses, including risks in adapting to new markets, languages, business, labor and cultural practices and regulatory environments. Managing these risks could require us to devote significant senior management attention and other resources to the acquired businesses before we realize anticipated synergies or other benefits from those businesses. These risks vary widely by country and, outside of the United States, may include political instability, government intervention, unanticipated court decisions, discriminatory regulation and currency exchange controls or other restrictions, which could prevent us from transferring funds from these operations out of the countries in which our acquired businesses operate, or converting local currencies we hold into U.S. dollars or other currencies."}
-{"_id": "UNH20230190", "title": "UNH Risks Related to Our Business and Our Industry", "text": "Foreign currency exchange rates and fluctuations have had and may in future periods have an impact on our shareholders\u2019 equity from period to period, which could adversely affect our debt to debt-plus-equity ratio, and our future revenues, costs and cash flows from international operations. Any measures we may implement to reduce the effect of volatile currencies may be costly or ineffective."}
-{"_id": "UNH20230191", "title": "UNH Risks Related to Our Business and Our Industry", "text": "We are subject to risks associated with public health crises arising from large-scale medical emergencies, pandemics, natural disasters and other extreme events, which have and could have an adverse effect on our business, results of operations, financial condition and financial performance."}
-{"_id": "UNH20230192", "title": "UNH Risks Related to Our Business and Our Industry", "text": "Large-scale medical emergencies, pandemics, natural disasters, public health crises and other extreme events could have a material adverse effect on our business operations, cash flows, financial conditions and results of operations. For example, disruptions in public and private infrastructure resulting from such events could increase our operating costs and impair our ability to provide services to our clients and customers. In addition, as a result of these events, the premiums and fees we charge may not be sufficient to cover our medical and administrative costs, deferred medical care could be sought in future periods at potentially higher acuity levels, we could experience reduced demand for our services, and our clinical and non-clinical workforce could be affected and sustain a reduced capacity to handle demand for care. Public health crises arising from natural disasters, such as wildfires, hurricanes, and snowstorms, or effects of climate change could impact our business operations and result in increased medical care costs. Government enactment of emergency powers in response to public health crises could disrupt our business operations, including by restricting availability of or our ability to deliver pharmaceuticals or other supplies, and could increase the risk of shortages of necessary items."}
-{"_id": "UNH20230193", "title": "UNH Risks Related to Our Business and Our Industry", "text": "Our sales performance will suffer if we do not adequately attract, retain and provide support to a network of independent producers and consultants."}
-{"_id": "UNH20230194", "title": "UNH Risks Related to Our Business and Our Industry", "text": "Our products and services are sold in part through nonexclusive producers and consultants for whose services and allegiance we must compete. Our sales could be materially and adversely affected if we are unable to attract, retain and support independent producers and consultants or if our sales strategy is not appropriately aligned across distribution channels. Our relationships with producers could be impaired by changes in our business practices and the terms of our relationships, including commission levels."}
-{"_id": "UNH20230195", "title": "UNH Risks Related to Our Business and Our Industry", "text": "Our businesses are subject to risks associated with unfavorable economic conditions."}
-{"_id": "UNH20230196", "title": "UNH Risks Related to Our Business and Our Industry", "text": "Unfavorable economic conditions may have a range of impacts on the demand for our products and services. Such conditions also have caused and in future periods could continue to cause employers to stop offering certain health care coverage as an employee benefit or elect to offer particular coverage on a voluntary, employee-funded basis to reduce their operating costs. In addition, unfavorable economic conditions could adversely impact our ability to increase premiums or result in the cancellation by certain customers of our products and services. These conditions could lead to a decrease in people served and in the premium and fee revenues we generate."}
-{"_id": "UNH20230197", "title": "UNH Risks Related to Our Business and Our Industry", "text": "A prolonged unfavorable economic environment could constrain state and federal budgets and result in reduced reimbursements or payments in our federal and state government health care coverage programs, including Medicare, Medicaid and CHIP. A reduction in state Medicaid reimbursement rates could be implemented retroactively to apply to payments already negotiated or received from the government. In addition, state and federal budgetary pressures could cause the affected governments to impose new or a higher level of taxes or assessments for our commercial programs, such as premium taxes on health insurance and surcharges or fees on select fee-for-service and capitated medical claims. Any of these developments or actions could materially and adversely affect our results of operations, financial position and cash flows."}
-{"_id": "UNH20230198", "title": "UNH Risks Related to Our Business and Our Industry", "text": "A prolonged unfavorable economic environment could also adversely impact the financial position of hospitals and other care providers which could negatively affect our contracted rates with these parties and increase our medical costs or materially and adversely affect their ability to purchase our service offerings. Further, unfavorable economic conditions could have a material adverse effect on our financial results by impacting the customers of our Optum businesses, including health plans, hospitals, care providers, employers and others."}
-{"_id": "UNH20230199", "title": "UNH Risks Related to Our Business and Our Industry", "text": "Our failure to attract, develop, retain, and manage the succession of key employees and executives could adversely affect our business, results of operations and future performance."}
-{"_id": "UNH20230201", "title": "UNH Risks Related to Our Business and Our Industry", "text": "We depend on our ability to attract, develop and retain qualified employees and executives, including those with diverse backgrounds, experiences and skills, to operate and expand our business. While we have development and succession plans in place for our key employees and executives, these plans do not guarantee that the services of our key employees and executives will continue to be available to us. If we are unable to attract, develop, retain and effectively manage the development and succession plans for key employees and executives, our business, results of operations and future performance could be adversely affected. Experienced and highly skilled employees and executives in the health care and technology industries are in high demand and the market for their services is competitive. We may have difficulty in replacing key executives because of the limited number of qualified individuals in these industries with the breadth of skills and experience required to operate and"}
-{"_id": "UNH20230202", "title": "UNH Risks Related to Our Business and Our Industry", "text": "successfully expand our business. Adverse changes to our corporate culture could harm our business operations and our ability to retain key employees and executives."}
-{"_id": "UNH20230203", "title": "UNH Risks Related to Our Business and Our Industry", "text": "Our investment portfolio may sustain losses which could adversely affect our profitability."}
-{"_id": "UNH20230204", "title": "UNH Risks Related to Our Business and Our Industry", "text": "Market fluctuations could impair the value of our investment portfolio and our profitability. Volatility in interest rates affects our interest income and the market value of our investments in debt securities of varying maturities which constitute the substantial majority of the fair value of our investments as of December 31, 2023. In addition, a delay in payment of principal or interest by issuers, or defaults by issuers (primarily issuers of our investments in corporate and municipal bonds), could reduce our investment income and require us to write down the value of our investments which could adversely affect our profitability and equity."}
-{"_id": "UNH20230205", "title": "UNH Risks Related to Our Business and Our Industry", "text": "Our investments may not produce total positive returns and we may sell investments at prices which are less than their carrying values. Changes in the value of our investment assets, as a result of interest rate fluctuations, changes in issuer financial or market conditions, illiquidity or otherwise, could have an adverse effect on our equity. In addition, if it should become necessary for us to liquidate a material portion of our investment portfolio on an accelerated basis, such an action could have an adverse effect on our results of operations and the capital position of our regulated subsidiaries."}
-{"_id": "UNH20230206", "title": "UNH Risks Related to Our Business and Our Industry", "text": "If the value of our intangible assets is materially impaired, our results of operations, equity and credit ratings could be materially and adversely affected."}
-{"_id": "UNH20230207", "title": "UNH Risks Related to Our Business and Our Industry", "text": "As of December 31, 2023, our goodwill and other intangible assets had a carrying value of $119 billion, representing 43% of our total consolidated assets. We periodically evaluate our goodwill and other intangible assets to determine whether all or a portion of their carrying values may be impaired, in which case a charge to earnings may be necessary. The value of our goodwill may be materially and adversely impacted if businesses we acquire perform in a manner inconsistent with our assumptions. In addition, from time to time we divest businesses, and any such divestiture could result in significant asset impairment and disposition charges, including those related to goodwill and other intangible assets. Any future evaluations requiring an impairment of our goodwill and other intangible assets could materially and adversely affect our results of operations and equity in the period in which the impairment occurs. A material decrease in equity could, in turn, adversely affect our credit ratings."}
-{"_id": "UNH20230208", "title": "UNH Risks Related to Our Business and Our Industry", "text": "If we are not able to protect our proprietary rights to our databases, software and related products, or other intellectual property, our ability to market our knowledge and information-related businesses could suffer."}
-{"_id": "UNH20230209", "title": "UNH Risks Related to Our Business and Our Industry", "text": "We rely on our agreements with customers, confidentiality agreements with employees and third parties, and our trademarks, trade secrets, copyrights and patents to protect our proprietary rights. These legal protections and precautions may not prevent misappropriation of our proprietary information. In addition, intellectual property rights inherent in software are the subject of substantial litigation, and we expect our software products to be increasingly subject to third-party infringement claims as the number of products and competitors in the health care-focused software industry segment grows. Such litigation and misappropriation of our proprietary information could hinder our ability to market and sell products and services which could materially and adversely affect our results of operations, financial position and cash flows."}
-{"_id": "UNH20230210", "title": "UNH Risks Related to Our Business and Our Industry", "text": "Any downgrades in our credit ratings could increase our borrowing and operating costs."}
-{"_id": "UNH20230212", "title": "UNH Risks Related to Our Business and Our Industry", "text": "Claims paying ability, financial strength and debt ratings by nationally recognized statistical rating organizations are important factors in establishing the competitive position of insurance companies. Ratings information is broadly disseminated and generally used by customers and creditors. We believe our claims paying ability and financial strength ratings are important factors in marketing our products to certain of our customers. Our credit ratings impact both the cost and availability of future borrowings. Each of the credit rating agencies reviews its ratings periodically. Our ratings reflect each credit rating agency\u2019s opinion of our financial strength, operating performance and ability to meet our debt obligations or obligations to policyholders. We may not be able to maintain our current credit ratings in the future. Any downgrades in our credit ratings could materially increase our costs of or ability to access funds in the debt capital markets and otherwise materially increase our operating costs."}
-{"_id": "UNH20230214", "title": "UNH Risks Related to the Regulation of Our Business", "text": "Our business activities in the United States and other countries are highly regulated and new laws or regulations or changes in existing laws or regulations or their enforcement or application could materially and adversely affect our business."}
-{"_id": "UNH20230215", "title": "UNH Risks Related to the Regulation of Our Business", "text": "We are regulated by federal, state and local governments in the United States and other countries where we do business. Our insurance and HMO subsidiaries must be licensed by and are subject to regulation in the jurisdictions in which they conduct business. For example, states require periodic financial reports and enforce minimum capital or restricted cash reserve requirements. Health plans and insurance companies are also regulated under state insurance holding company regulations and some of our activities may be subject to other health care-related regulations and requirements, including regulations and licensure requirements related to PPOs, MCOs, UR and TPAs. Under state guaranty association laws, certain insurance companies can be assessed (up to prescribed limits) for certain obligations to the policyholders and claimants of impaired or insolvent insurance companies which write the same line or similar lines of business. Any such assessment could expose our insurance entities and other insurers to the risk they would be required to pay a portion of an impaired or insolvent insurance company\u2019s claims through state guaranty associations."}
-{"_id": "UNH20230216", "title": "UNH Risks Related to the Regulation of Our Business", "text": "Some of our businesses provide products or services to government agencies. For example, some of our Optum and UnitedHealthcare businesses hold government contracts or provide services related to government contracts and are subject to U.S. federal and state and non-U.S. self-referral, anti-kickback, medical necessity, risk adjustment, false claims and other laws and regulations governing government contractors and the use of government funds. Our relationships with these government agencies are subject to the terms of our contracts with the agencies and to laws and regulations regarding government contracts. Among others, certain laws and regulations restrict or prohibit companies from performing work for government agencies which might be viewed to involve an actual or potential conflict of interest. These laws and regulations may limit our ability to pursue and perform certain types of engagements, thereby materially and adversely affecting our results of operations, financial position and cash flows."}
-{"_id": "UNH20230217", "title": "UNH Risks Related to the Regulation of Our Business", "text": "Some of our Optum businesses are also subject to regulations distinct from those faced by our insurance and HMO subsidiaries, some of which could impact our relationships with physicians, hospitals and customers. These regulations include state telemedicine regulations; debt collection laws; banking regulations; distributor and producer licensing requirements; state corporate practice of medicine restrictions; fee-splitting rules; and health care facility licensure and certificate of need requirements. These risks and uncertainties may materially and adversely affect our ability to market or provide our products and services, or to achieve targeted operating margins, or may increase the regulatory burdens under which we operate."}
-{"_id": "UNH20230218", "title": "UNH Risks Related to the Regulation of Our Business", "text": "The laws and rules governing our businesses and interpretations of those laws and rules are subject to frequent and often unpredictable change. For example, legislative, administrative and public policy changes to the ACA have been and likely will continue to be considered, and we cannot predict if the ACA will be further modified. Additionally, changes in tax laws or unfavorable resolutions of exams could create additional tax liabilities."}
-{"_id": "UNH20230219", "title": "UNH Risks Related to the Regulation of Our Business", "text": "The integration of entities we acquire into our businesses may affect the way in which existing laws and rules apply to us, including by subjecting us to laws and rules which did not previously apply to us. The broad latitude given to the agencies administering, interpreting and enforcing current and future regulations governing our businesses could compel us to change how we do business, renegotiate existing contracts and other arrangements, restrict revenue and enrollment growth, increase our health care and administrative costs and capital requirements, or expose us to increased liability in courts for coverage determinations, resolution of commercial disputes and other actions."}
-{"_id": "UNH20230220", "title": "UNH Risks Related to the Regulation of Our Business", "text": "We also must obtain and maintain regulatory approvals to market many of our products and services, increase prices for some regulated products and services and complete or integrate strategic transactions. For example, premium rates for our health insurance and managed care products are subject to regulatory review or approval in many states and by the federal government. Additionally, we must submit data on proposed rate increases to HHS on many of our products for monitoring purposes. Geographic and product expansions of our businesses may be subject to state and federal regulatory approvals. Delays in obtaining necessary approvals or our failure to obtain or maintain adequate approvals could materially and adversely affect our results of operations, financial position and cash flows."}
-{"_id": "UNH20230222", "title": "UNH Risks Related to the Regulation of Our Business", "text": "We also currently operate outside of the United States and in the future may acquire or commence additional businesses based outside of the United States, increasing our exposure to non-U.S. regulatory regimes. Our failure to comply with U.S. or non-U.S. laws and regulations governing our conduct outside the United States or to establish constructive relationships with non-U.S. regulators could adversely affect our ability to market our products and services or to do so at targeted operating margins, which may have a material adverse effect on our business, financial condition and results of operations. Non-U.S. regulatory regimes, which vary by jurisdiction, encompass, among other matters, local and cross-border taxation, licensing, tariffs, intellectual property, investment, capital (including minimum solvency margin and reserve requirements), management control, labor, anti-fraud, anti-corruption and privacy and data protection regulations (including requirements for cross-border data transfers). Any foreign regulator or court may take an approach to the interpretation, implementation and enforcement of"}
-{"_id": "UNH20230223", "title": "UNH Risks Related to the Regulation of Our Business", "text": "industry regulations which could differ from the approach taken by U.S. regulators or courts. In addition, our non-U.S. businesses and operations are subject to U.S. laws regulating the conduct and activities of U.S.-based businesses operating outside the United States, such as the FCPA, which prohibits offering, promising, providing or authorizing others to give anything of value to a foreign government official to obtain or retain business or otherwise secure a business advantage."}
-{"_id": "UNH20230224", "title": "UNH Risks Related to the Regulation of Our Business", "text": "The health care industry is regularly subject to negative publicity, including as a result of governmental investigations, adverse media coverage and political debate concerning industry regulation. Negative publicity may adversely affect our stock price and damage our reputation, and expose us to unexpected or unwarranted regulatory scrutiny."}
-{"_id": "UNH20230225", "title": "UNH Risks Related to the Regulation of Our Business", "text": "As a result of our participation in various government health care programs, both as a payer and as a service provider to payers, we are exposed to additional risks associated with program funding, enrollments, payment adjustments, audits and government investigations which could materially and adversely affect our business, results of operations, financial position and cash flows."}
-{"_id": "UNH20230226", "title": "UNH Risks Related to the Regulation of Our Business", "text": "We participate in various federal, state and local government health care benefit programs, including as a payer in Medicare Advantage, Medicare Part D, various Medicaid programs and CHIP, and receive substantial revenues from these programs. Some of our Optum businesses also provide services to payers participating in government health care programs. A reduction or less than expected increase, or a protracted delay, in government funding for these programs or change in allocation methodologies, or termination of the contract at the option of the government, has affected and in future periods may materially and adversely affect our results of operations, financial position and cash flows."}
-{"_id": "UNH20230227", "title": "UNH Risks Related to the Regulation of Our Business", "text": "The government health care programs in which we participate are generally subject to frequent changes, including changes which may reduce the number of persons enrolled or eligible for coverage (such as Medicaid eligibility redeterminations in certain states), reduce the amount of reimbursement or payment levels, reduce our participation in, or prevent our expansion into, certain service areas or markets, or increase our administrative or medical costs under such programs. Revenues for these programs depend on periodic funding from the federal government or applicable state governments and allocation of the funding through various payment mechanisms. Funding for these government programs depends on many factors outside of our control, including general economic conditions and budgetary constraints at the federal or applicable state level. For example, CMS in the past has reduced or frozen Medicare Advantage benchmarks and additional cuts to Medicare Advantage benchmarks are possible. In addition, from time to time, CMS makes changes to the way it calculates Medicare Advantage risk adjustment payments. Although we have adjusted members\u2019 benefits and premiums on a selective basis, ceased to offer benefit plans in certain counties, and intensified both our medical and operating cost management in response to the benchmark reductions and other funding pressures, these or other strategies may not fully address the funding pressures in the Medicare Advantage program. In addition, payers in the Medicare Advantage program may be subject to reductions in payments from CMS as a result of decreased funding or recoupment pursuant to government audit. States have also made changes in rates and reimbursements for Medicaid members and audits can result in unexpected recoupments."}
-{"_id": "UNH20230228", "title": "UNH Risks Related to the Regulation of Our Business", "text": "Under the Medicaid managed care program, state Medicaid agencies solicit bids from eligible health plans to continue their participation in the acute care Medicaid health programs. If we are not successful in obtaining renewals of state Medicaid managed care contracts, we risk losing the members who were enrolled in those Medicaid programs. Under the Medicare Part D program, to qualify for automatic enrollment of low income members, our bids must result in an enrollee premium below a regional benchmark, which is calculated by the government after all regional bids are submitted. If the enrollee premium is not below the government benchmark, we risk losing the members who were auto-assigned to us and will not have additional members auto-assigned to us. Chronic failure to meet the benchmarks could result in termination of these government contracts. In general, our bids are based upon certain assumptions regarding enrollment, utilization, medical costs and other factors. If any of these assumptions are materially incorrect, either as a result of unforeseen changes to the programs on which we bid, implementation of material program or policy changes after our bid submission, or submission by our competitors at lower rates than our bids, our results of operations, financial position and cash flows could be materially and adversely affected."}
-{"_id": "UNH20230230", "title": "UNH Risks Related to the Regulation of Our Business", "text": "Many of the government health care coverage programs we participate in are subject to the prior satisfaction of certain conditions or performance standards or benchmarks. For example, as part of the ACA, CMS has a system providing various quality bonus payments to Medicare Advantage plans meeting specified quality star ratings at the individual plan or local contract level. The star rating system considers various measures adopted by CMS, including, among others, quality of care, preventive services, chronic illness management, handling of appeals and customer satisfaction. Plans must have a rating of four stars or higher to qualify for bonus payments. If we do not maintain or continue to improve our star ratings, our plans may not be eligible for quality bonuses and we may experience a negative impact on our revenues and the benefits our plans can offer, which could materially and adversely affect the marketability of our plans and the number of people we serve. Any changes in standards or care delivery models applying to government health care programs, including Medicare and Medicaid, or our inability to maintain or improve our quality scores and star ratings to meet evolving government performance requirements or to match the performance of our competitors could result in limitations to our participation in or exclusion from these or other government programs, which could materially and adversely affect our results of operations, financial position and cash flows."}
-{"_id": "UNH20230231", "title": "UNH Risks Related to the Regulation of Our Business", "text": "CMS uses various payment mechanisms to allocate funding and adjust monthly capitation payments for Medicare programs. For Medicare Advantage plans, these adjustments are made according to the predicted health status of each beneficiary as supported by data from health care providers. For Medicare Part D plans, payment adjustments are driven by risk-sharing provisions based on a comparison of costs forecasted in our annual bids to actual prescription drug costs. Some state Medicaid programs utilize a similar process. For example, our UnitedHealthcare Medicare & Retirement and UnitedHealthcare Community & State businesses submit information relating to the health status of enrollees to CMS or state agencies for purposes of determining the amount of certain payments to us. CMS and the Office of Inspector General for HHS periodically perform risk adjustment data validation (RADV) audits of selected Medicare health plans to validate the coding practices of and supporting documentation maintained by health care providers. Some of our local plans have been selected for such audits, which in the past have resulted and in future periods could result in retrospective adjustments to payments made to our health plans, fines, corrective action plans or other adverse action by CMS."}
-{"_id": "UNH20230232", "title": "UNH Risks Related to the Regulation of Our Business", "text": "We have been involved, and in the future may become involved in routine, regular and special governmental investigations, audits, reviews and assessments. Such investigations, audits, reviews or assessments sometimes arise out of, or prompt claims by private litigants or whistleblowers regarding, among other allegations, claims that we failed to disclose certain business practices or, as a government contractor, submitted false or erroneous claims to the government. Government investigations, audits, reviews and assessments could lead to government actions, which have resulted and in future periods could result in adverse publicity, the assessment of damages, civil or criminal fines or penalties, or other sanctions, including restrictions or changes in the way we conduct business, loss of licensure or exclusion from participation in government programs, any of which could have a material adverse effect on our business, results of operations, financial position and cash flows."}
-{"_id": "UNH20230233", "title": "UNH Risks Related to the Regulation of Our Business", "text": "Our pharmacy care services businesses face regulatory and operational risks and uncertainties which may differ from the risks of our other businesses."}
-{"_id": "UNH20230234", "title": "UNH Risks Related to the Regulation of Our Business", "text": "We provide pharmacy care services through our Optum Rx and UnitedHealthcare businesses. Each business is subject to federal and state anti-kickback, beneficiary inducement and other laws governing the relationships of the business with pharmaceutical manufacturers, physicians, pharmacies, customers and consumers. In addition, federal and state legislatures regularly consider new regulations for the industry which could materially affect current industry practices, including potential new legislation and regulations regarding the receipt or disclosure of rebates and other fees from pharmaceutical companies, the development and use of formularies and other utilization management tools, the use of average wholesale prices or other pricing benchmarks, pricing for specialty pharmaceuticals, limited access to networks and pharmacy network reimbursement methodologies. Further, various governmental agencies have conducted and continue to conduct investigations and studies into certain PBM practices, which have resulted and in future periods may result in PBMs agreeing to civil penalties, including the payment of money and entry into corporate integrity agreements, or could materially and adversely impact the PBM business model. As a provider of pharmacy benefit management services, Optum Rx is also subject to an increasing number of licensure, registration and other laws and accreditation standards. Optum Rx conducts business through home delivery, specialty and compounding pharmacies, pharmacies located in community mental health centers and home infusion, which subjects it to extensive federal, state and local laws and regulations, including those of the DEA and individual state controlled substance authorities, the Food and Drug Administration (FDA) and Boards of Pharmacy."}
-{"_id": "UNH20230235", "title": "UNH Risks Related to the Regulation of Our Business", "text": "We could face potential claims in connection with purported errors by our home delivery, specialty or compounding or clinic-based pharmacies or the provision of home infusion services, as well as claims related to the inherent risks in the packaging and distribution of pharmaceuticals and other health care products. Disruptions from any of our home delivery, specialty pharmacy or home infusion services could materially and adversely affect our results of operations, financial position and cash flows."}
-{"_id": "UNH20230236", "title": "UNH Risks Related to the Regulation of Our Business", "text": "In addition, our pharmacy care services businesses provide services to sponsors of health benefit plans subject to ERISA. A private party or the DOL, which is the agency that enforces ERISA, could assert that fiduciary obligations imposed by the statute apply to some or all of the services provided by our pharmacy care services businesses even where those businesses are not contractually obligated to assume fiduciary obligations. If a court were to determine such fiduciary obligations apply, we could be subject to claims for breaches of fiduciary obligations or claims we entered into prohibited transactions."}
-{"_id": "UNH20230237", "title": "UNH Risks Related to the Regulation of Our Business", "text": "If we fail to comply with applicable privacy, security, technology and data laws, regulations and standards, including with respect to third-party service providers utilizing protected personal information on our behalf, our business, reputation, results of operations, financial position and cash flows could be materially and adversely affected."}
-{"_id": "UNH20230239", "title": "UNH Risks Related to the Regulation of Our Business", "text": "The collection, maintenance, protection, use, transmission, disclosure and disposal of protected personal information are regulated at the federal, state, international and industry levels and addressed in requirements imposed on us by contracts with customers. Additionally, legislative and regulatory action in the United States at the federal, state and local levels, as well as internationally, is emerging in the areas of AI/ML and automation. These laws, regulations and requirements are subject to change. Compliance with new privacy, security, technology and data laws, regulations and requirements may result in increased operating costs, and may constrain or require us to alter our business model or operations."}
-{"_id": "UNH20230240", "title": "UNH Risks Related to the Regulation of Our Business", "text": "Internationally, many of the jurisdictions in which we operate have established their own data security and privacy legal framework with which we or our customers must comply. We expect there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection, information security, and AI/ML and automation in the European Union, UK, Chile, India and other jurisdictions, and we cannot yet determine the impacts such future laws, regulations and standards may have on our businesses or the businesses of our customers. For example, the European Union\u2019s General Data Protection Regulation (GDPR) imposes stringent European Union data protection requirements on us or our customers, and prescribes substantial penalties for noncompliance."}
-{"_id": "UNH20230241", "title": "UNH Risks Related to the Regulation of Our Business", "text": "Many of our businesses are also subject to the Payment Card Industry Data Security Standard, which is a multifaceted security standard designed to protect payment card account data."}
-{"_id": "UNH20230242", "title": "UNH Risks Related to the Regulation of Our Business", "text": "HIPAA requires business associates as well as covered entities to comply with specified privacy and security requirements. While we provide for appropriate protections through our contracts with our third-party service providers and in certain cases assess their security controls, we have limited oversight or control over their actions and practices. Several of our businesses act as business associates to their covered entity customers and, as a result, collect, use, disclose and maintain protected personal information in order to provide services to these customers. HHS administers its audit program to assess HIPAA compliance efforts by covered entities and business associates. An audit resulting in findings or allegations of noncompliance could damage our reputation and subject us to monetary and other sanctions."}
-{"_id": "UNH20230243", "title": "UNH Risks Related to the Regulation of Our Business", "text": "Through our Optum businesses, we maintain a database of administrative and clinical data statistically de-identified in accordance with HIPAA standards. Noncompliance or findings of noncompliance with applicable laws, regulations or requirements, or the occurrence of any privacy or security breach involving the misappropriation, loss or other unauthorized disclosure of protected personal information, whether by us or by one of our third-party service providers, could have a material adverse effect on our reputation and business and, among other consequences, could subject us to mandatory disclosure to the media, loss of existing or new customers, significant increases in the cost of managing and remediating privacy or security incidents, and material fines, penalties and litigation awards. Any of these consequences could have a material and adverse effect on our results of operations, financial position and cash flows."}
-{"_id": "UNH20230244", "title": "UNH Risks Related to the Regulation of Our Business", "text": "As an enterprise, we increasingly rely on new and evolving technologies, including those powered by or incorporating AI/ML, as part of our internal operations and in the delivery of our products and services. New technologies have potential and power to improve and optimize operational processes and clinical outcomes across the healthcare system, but also present ethical, technological, legal, regulatory and other risks. With respect to AI/ML, we have developed and implemented policies and procedures intended to promote and sustain responsible design, development, and use of AI/ML, consistent with industry best practices. Any inadequacy or failure in compliance with our responsible use of AI/ML policies and procedures or emerging laws, regulations and standards governing AI/ML use could cause our technology products not to operate as intended or to produce outcomes that could have a material and adverse effect on our business, reputation, results of operations, financial position and cash flows."}
-{"_id": "UNH20230245", "title": "UNH Risks Related to the Regulation of Our Business", "text": "Restrictions on our ability to obtain funds from our regulated subsidiaries could materially and adversely affect our ability to reinvest in our business, service our debt and return capital to our shareholders."}
-{"_id": "UNH20230246", "title": "UNH Risks Related to the Regulation of Our Business", "text": "Because we operate as a holding company, we are dependent on dividends and administrative expense reimbursements from our subsidiaries to fund our obligations. Many of these subsidiaries are regulated by state departments of insurance or similar regulatory authorities. We are also required by law or regulation to maintain specific prescribed minimum amounts of capital in these subsidiaries. The levels of capitalization required depend primarily on the volume of premium revenues generated by the applicable subsidiary. In most states, we are required to seek approval by state regulatory authorities before we transfer money or pay dividends from our regulated subsidiaries exceeding specified amounts. An inability of our regulated subsidiaries to pay dividends to their parent companies in the desired amounts or at the time of our choosing could adversely affect our ability to reinvest in our business through capital expenditures or business acquisitions, as well as our ability to maintain our corporate quarterly dividend payment, repurchase shares of our common stock and repay our debt. If we are unable to obtain sufficient funds from our subsidiaries to fund our obligations, our results of operations, financial position and cash flows could be materially and adversely affected."}
-{"_id": "UNH20230249", "title": "UNH UNRESOLVED STAFF COMMENTS", "text": "None."}
-{"_id": "UNH20230251", "title": "UNH CYBERSECURITY", "text": "UnitedHealth Group manages cybersecurity and data protection through a continuously evolving framework. The framework allows us to identify, assess and mitigate the risks we face, and assists us in establishing policies and safeguards to protect our systems and the information of those we serve."}
-{"_id": "UNH20230252", "title": "UNH CYBERSECURITY", "text": "Our cybersecurity program is managed by our Chief Digital and Technology Officer and Chief Information Security Officer. The Audit and Finance Committee of the Board of Directors has oversight of our cybersecurity program and is responsible for reviewing and assessing the Company\u2019s cybersecurity and data protection policies, procedures and resource commitment, including key risk areas and mitigation strategies. As part of this process, the Audit and Finance Committee receives regular updates from the Chief Digital and Technology Officer and Chief Information Security Officer on critical issues related to our information security risks, cybersecurity strategy, supplier risk and business continuity capabilities."}
-{"_id": "UNH20230253", "title": "UNH CYBERSECURITY", "text": "The Company\u2019s framework includes an incident management and response program that continuously monitors the Company\u2019s information systems for vulnerabilities, threats and incidents; manages and takes action to contain incidents that occur; remediates vulnerabilities; and communicates the details of threats and incidents to management, including the Chief Digital and Technology Officer and Chief Information Security Officer, as deemed necessary or appropriate. Pursuant to the Company\u2019s incident response plan, incidents are reported to the Audit and Finance Committee, appropriate government agencies and other authorities, as deemed necessary or appropriate, considering the actual or potential impact, significance and scope."}
-{"_id": "UNH20230254", "title": "UNH CYBERSECURITY", "text": "We work to require our third-party partners and contractors to handle data in accordance with our data privacy and information security requirements and applicable laws. We regularly engage with our suppliers, partners, contractors, service providers and internal development teams to identify and remediate vulnerabilities in a timely manner and monitor system upgrades to mitigate future risk, and ensure they employ appropriate and effective controls and continuity plans for their systems and operations."}
-{"_id": "UNH20230255", "title": "UNH CYBERSECURITY", "text": "To ensure that our program is designed and operating effectively, our infrastructure and information systems are audited periodically by internal and external auditors. We have obtained various certifications from industry-recognized certifying organizations as a result of certain external audits. We also perform regular vulnerability assessments and penetration tests to improve system security and address emerging security threats. Our internal audit team independently assesses security controls against our enterprise policies to evaluate compliance and leverages a combination of auditing and security frameworks to evaluate how leading practices are applied throughout our enterprise. Audit results and remediation progress are reported to and monitored by senior management and the Audit and Finance Committee. We also periodically partner with industry-leading cybersecurity firms to assess our cybersecurity program. These assessments complement our other assessment work by evaluating our cybersecurity program as a whole."}
-{"_id": "UNH20230256", "title": "UNH CYBERSECURITY", "text": "We complete an enterprise information risk assessment as part of our overall enterprise information security risk management assessment, which is overseen by our Chief Information Security Officer. This risk assessment is a review of internal and external threats that evaluates changes to the information risk landscape to inform the investments and program enhancements to be made in the future to rapidly respond and recover from potential attacks, including rebuild and recovery protocols for key systems. We evaluate our enterprise information security risk to ensure we address any unexpected or unforeseen changes in the risk environment or our systems and the resulting impacts are communicated to the Company\u2019s overall enterprise risk management program."}
-{"_id": "UNH20230257", "title": "UNH CYBERSECURITY", "text": "We believe our Chief Digital and Technology Officer and Chief Information Security Officer have the appropriate knowledge and expertise to effectively manage our cybersecurity program. The Chief Digital and Technology Officer has experience leading enterprise digital transformation efforts for a large multinational corporation and held several leadership and growth positions at a global technology consulting and services firm before joining UnitedHealth Group. Our Chief Information Security Officer has experience leading a global digital portfolio for a large multinational corporation and held key leadership roles for a large technology and software company, including overseeing information security, before joining UnitedHealth Group."}
-{"_id": "UNH20230258", "title": "UNH CYBERSECURITY", "text": "As of December 31, 2023, the Company has not identified any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations or financial condition, but there can be no assurance that any such risk will not materially affect the Company in the future. For further information about the cybersecurity risks we face, and potential impacts, see Part I, Item 1A, \u201cRisk Factors.\u201d"}
-{"_id": "UNH20230260", "title": "UNH CYBERSECURITY", "text": "On February 22, 2024, we disclosed the occurrence of a cybersecurity incident. We continue to investigate the extent of the incident, which we believe was committed by cybercrime threat actors. As of the date of this report, we have not determined the incident is reasonably likely to materially impact our financial condition or results of operations."}
-{"_id": "UNH20230262", "title": "UNH PROPERTIES", "text": "We own and lease real properties to support our business operations in the United States and other countries. Our reportable segments use these facilities for their respective business purposes, and we believe the current facilities are suitable for their respective uses and are adequate for our anticipated future needs."}
-{"_id": "UNH20230264", "title": "UNH LEGAL PROCEEDINGS", "text": "The information required by this Item 3 is incorporated herein by reference to the information set forth under the captions \u201cLegal Matters\u201d and \u201cGovernment Investigations, Audits and Reviews\u201d in Note 12 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, \u201cFinancial Statements and Supplementary Data\u201d"}
-{"_id": "UNH20230266", "title": "UNH MINE SAFETY DISCLOSURES", "text": "Not Applicable."}
-{"_id": "UNH20230267", "title": "UNH MINE SAFETY DISCLOSURES", "text": "MARKET FOR REGISTRANT\u2019S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES"}
-{"_id": "UNH20230269", "title": "UNH MARKET AND HOLDERS", "text": "Our common stock is traded on the New York Stock Exchange (NYSE) under the symbol UNH. On January 31, 2024, there were 9,853 holders of record of our common stock."}
-{"_id": "UNH20230271", "title": "UNH DIVIDEND POLICY", "text": "In June 2023, our Board of Directors increased the Company\u2019s quarterly cash dividend to shareholders to an annual rate of $7.52 compared to $6.60 per share, which the Company had paid since June 2022. Declaration and payment of future quarterly dividends is at the discretion of the Board and may be adjusted as business needs or market conditions change."}
-{"_id": "UNH20230280", "title": "UNH Fourth Quarter 2023", "text": " For the Month Ended##Total Number of Shares Purchased####Average Price Paid Per Share##Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs##Maximum Number of Shares That May Yet Be Purchased Under The Plans or Programs ##(in millions)######(in millions)##(in millions) October 31, 2023##1.0##$##524.30##1.0##16.7 November 30, 2023##0.9####537.53##0.9##15.8 December 31, 2023##0.9####544.83##0.9##14.9 Total##2.8##$##535.34##2.8##"}
-{"_id": "UNH20230282", "title": "UNH Fourth Quarter 2023", "text": "(a) In November 1997, our Board of Directors adopted a share repurchase program, which the Board evaluates periodically. In June 2018, the Board of Directors renewed our share repurchase program with an authorization to repurchase up to 100 million shares of our common stock in open market purchases or other types of transactions (including prepaid or structured repurchase programs). There is no established expiration date for the program. The Board of Directors from time to time may further amend the share repurchase program in order to increase the authorized number of shares which may be repurchased under the program."}
-{"_id": "UNH20230289", "title": "UNH PERFORMANCE GRAPH", "text": "The following performance graph compares the cumulative five-year total return to shareholders on our common stock relative to the cumulative total returns of the S&P Health Care Index, the Dow Jones US Industrial Average Index and the S&P 500 Index for the five-year period ended December 31, 2023. The comparisons assume the investment of $100 on December 31, 2018 in our common stock and in each index, and the reinvestment of dividends when paid. ####12/18####12/19####12/20####12/21####12/22####12/23 UnitedHealth Group##$##100.00##$##119.99##$##145.43##$##211.18##$##225.85##$##227.65 S&P Health Care Index####100.00####120.82####137.07####172.89####169.51####172.99 Dow Jones US Industrial Average####100.00####125.34####137.53####166.34####154.92####180.00 S&P 500 Index####100.00####131.49####155.68####200.37####164.08####207.21"}
-{"_id": "UNH20230290", "title": "UNH PERFORMANCE GRAPH", "text": "The stock price performance included in this graph is not necessarily indicative of future stock price performance. The preceding stock performance graph shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates such information by reference, and shall not otherwise be deemed filed under such Acts."}
-{"_id": "UNH20230293", "title": "UNH  Reserved", "text": " MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS"}
-{"_id": "UNH20230294", "title": "UNH  Reserved", "text": "The following discussion should be read together with the accompanying Consolidated Financial Statements and Notes to the Consolidated Financial Statements thereto included in Part II Item 8, \u201cFinancial Statements and Supplementary Data.\u201d Readers are cautioned the statements, estimates, projections or outlook contained in this report, including discussions regarding financial prospects, economic conditions, trends and uncertainties contained in this Item 7, may constitute forward-looking statements within the meaning of the PSLRA. These forward-looking statements involve risks and uncertainties which may cause our actual results to differ materially from the expectations expressed or implied in the forward-looking statements. A description of some of the risks and uncertainties can be found further below in this Item 7 and in Part I, Item 1A, \u201cRisk Factors.\u201d"}
-{"_id": "UNH20230295", "title": "UNH  Reserved", "text": "Discussions of year-over-year comparisons between 2022 and 2021 are not included in this Form 10-K and can be found in Part II, Item 7, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d of the Company\u2019s Form 10-K for the fiscal year ended December 31, 2022."}
-{"_id": "UNH20230298", "title": "UNH General", "text": "UnitedHealth Group is a health care and well-being company with a mission to help people live healthier lives and help make the health system work better for everyone. Our two distinct, yet complementary businesses \u2014 Optum and UnitedHealthcare \u2014 are working to help build a modern, high-performing health system through improved access, affordability, outcomes and experiences for the individuals and organizations we are privileged to serve."}
-{"_id": "UNH20230303", "title": "UNH General", "text": "We have four reportable segments across our two businesses: \u2022Optum Health; \u2022Optum Insight; \u2022Optum Rx; and \u2022UnitedHealthcare, which includes UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement and UnitedHealthcare Community & State."}
-{"_id": "UNH20230304", "title": "UNH General", "text": "Further information on our business and reportable segments is presented in Part I, Item 1, \u201cBusiness\u201d and in Note 14 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, \u201cFinancial Statements and Supplementary Data.\u201d"}
-{"_id": "UNH20230306", "title": "UNH Business Trends", "text": "Our businesses participate in the United States and certain other international health markets. In the United States, health care spending has grown consistently for many years and comprises 18% of gross domestic product (GDP). We expect overall spending on health care to continue to grow in the future, due to inflation, medical technology and pharmaceutical advancement, regulatory requirements, demographic trends in the population and national interest in health and well-being. The rate of market growth may be affected by a variety of factors, including macroeconomic conditions, which could impact our results of operations, including our continued efforts to control health care costs."}
-{"_id": "UNH20230307", "title": "UNH Business Trends", "text": "Pricing Trends. To price our health care benefits, products and services, we start with our view of expected future costs, including care patterns, inflation and labor market dynamics. We frequently evaluate and adjust our approach in each of the local markets we serve, considering relevant factors, such as product positioning, price competitiveness and environmental, competitive, legislative and regulatory considerations, including minimum medical loss ratio (MLR) thresholds and similar revenue adjustments. We will continue seeking to balance growth and profitability across all these dimensions."}
-{"_id": "UNH20230308", "title": "UNH Business Trends", "text": "The commercial risk market remains highly competitive in the small group, large group and individual segments. We expect broad-based competition to continue as the industry adapts to individual and employer needs."}
-{"_id": "UNH20230309", "title": "UNH Business Trends", "text": "Medicare Advantage funding continues to be pressured, as discussed below in \u201cRegulatory Trends and Uncertainties\u201d and we have observed increased care patterns as discussed below in \u201cMedical Cost Trends.\u201d Our 2024 benefit design approach contemplates these trends."}
-{"_id": "UNH20230311", "title": "UNH Business Trends", "text": "In Medicaid, we believe the payment rate environment creates the risk of continued downward pressure on Medicaid margin percentages. We continue to take a prudent, market-sustainable posture for both new business and maintenance of existing relationships. We continue to advocate for actuarially sound rates commensurate with our medical cost trends and we remain dedicated to partnering with those states that are committed to the long-term viability of their programs."}
-{"_id": "UNH20230312", "title": "UNH Business Trends", "text": "Medical Cost Trends. Our medical cost trends primarily relate to changes in unit costs; care activity; and prescription drug costs. During 2023, we observed increased care patterns, primarily related to outpatient procedures for seniors, which we expect will persist throughout 2024, and may continue in future periods. We endeavor to mitigate those increases by engaging physicians and consumers with information and helping them make clinically sound choices, with the objective of helping them achieve high-quality, affordable care."}
-{"_id": "UNH20230313", "title": "UNH Business Trends", "text": "Medicaid Redeterminations. The resumption of Medicaid redeterminations have impacted the number of people served through our Medicaid offerings, partially offset by an increase in consumers served through our commercial offerings as we endeavor to ensure that people and families have continued access to care."}
-{"_id": "UNH20230314", "title": "UNH Business Trends", "text": "Delivery System and Payment Modernization. The health care market continues to change based on demographic shifts, new regulations, political forces and both payer and patient expectations. Health plans and care providers are being called upon to work together to close gaps in care and improve overall care quality and patient experience, improve the health of populations and reduce costs. We are working to accelerate this vision through the innovation and integration of our care delivery models including in-clinic, in-home, behavioral and virtual care, and by using our data and analytics to provide clinicians with the necessary information in order to provide the best possible care in the most cost efficient setting. We continue to see a greater number of people enrolled in fully accountable value-based plans rewarding high-quality, affordable care and fostering collaboration."}
-{"_id": "UNH20230315", "title": "UNH Business Trends", "text": "This trend is creating needs for health management services which can coordinate care around the primary care physician, including new primary care channels, and for investments in new clinical and administrative information and management systems, which we believe provide growth opportunities for our Optum business platform. A key focus of our future growth is to accelerate the transition from fee-for-service care delivery and payment models to fully accountable value-based care. This transition requires initial costs such as system enhancements, integrated care coordination technology, physician training and clinical engagement. Enhanced clinical engagement is a critical step to improving the health outcomes of the people we serve and should result in lower costs to the overall health system over time."}
-{"_id": "UNH20230317", "title": "UNH Regulatory Trends and Uncertainties", "text": "Following is a summary of management\u2019s view of the trends and uncertainties related to regulatory matters. For additional information regarding regulatory trends and uncertainties, see Part I, Item 1 \u201cBusiness - Government Regulation\u201d and Item 1A, \u201cRisk Factors.\u201d"}
-{"_id": "UNH20230318", "title": "UNH Regulatory Trends and Uncertainties", "text": "Medicare Advantage Rates. Medicare Advantage rate notices over the years have at times resulted in industry base rates well below industry forward medical trend. For example, the Final Notice for 2024 rates resulted in an industry base rate decrease, as did the January 2024 Advance Notice for 2025 rates, both of which are well short of what is an increasing industry forward medical cost trend, creating continued pressure in the Medicare Advantage program. Further, substantial revisions to the risk adjustment model, which serves to adjust rates to reflect a patient\u2019s health status and care resource needs, will continue to result in reduced funding and potentially benefits for people, especially those with some of the greatest health and social challenges."}
-{"_id": "UNH20230319", "title": "UNH Regulatory Trends and Uncertainties", "text": "As a result of ongoing Medicare funding pressures, there are adjustments we can make to partially offset these rate pressures and reductions for a particular period. For example, we can seek to intensify our medical and operating cost management, make changes to the size and composition of our care provider networks, adjust member benefits and implement or increase the member premiums supplementing the monthly payments we receive from the government. Additionally, we decide annually on a county-by-county basis where we will offer Medicare Advantage plans."}
-{"_id": "UNH20230321", "title": "UNH Regulatory Trends and Uncertainties", "text": "Pending Disposition. On December 22, 2023, we entered into an agreement to sell our operations in Brazil to a private investor, subject to regulatory approval and other closing conditions. We completed the disposition on February 6, 2024, and will record a loss of approximately $7 billion in the quarter ended March 31, 2024, the majority of which was due to foreign currency translation losses in accumulated other comprehensive income."}
-{"_id": "UNH20230329", "title": "UNH SELECTED OPERATING PERFORMANCE ITEMS", "text": "The following represents a summary of select 2023 year-over-year operating comparisons to 2022. \u2022Consolidated revenues increased by 15%, UnitedHealthcare revenues increased 13% and Optum revenues grew 24%. \u2022UnitedHealthcare served nearly 1.1 million more people, driven by growth in commercial and senior offerings. \u2022Earnings from operations increased by 14%, including an increase of 14% at UnitedHealthcare and 13% at Optum. \u2022Diluted earnings per common share increased 13% to $23.86. \u2022Cash flows from operations were $29.1 billion. \u2022Return on equity was 27.0%."}
-{"_id": "UNH20230359", "title": "UNH RESULTS SUMMARY", "text": "The following table summarizes our consolidated results of operations and other financial information: (in millions, except percentages and per share data)##########For the Years Ended December 31,################Change#### ####2023######2022######2021##########2023 vs. 2022#### Revenues:############################## Premiums##$##290,827####$##257,157####$##226,233####$##33,670######13##% Products####42,583######37,424######34,437######5,159######14## Services####34,123######27,551######24,603######6,572######24## Investment and other income####4,089######2,030######2,324######2,059######101## Total revenues####371,622######324,162######287,597######47,460######15## Operating costs:############################## Medical costs####241,894######210,842######186,911######31,052######15## Operating costs####54,628######47,782######42,579######6,846######14## Cost of products sold####38,770######33,703######31,034######5,067######15## Depreciation and amortization####3,972######3,400######3,103######572######17## Total operating costs####339,264######295,727######263,627######43,537######15## Earnings from operations####32,358######28,435######23,970######3,923######14## Interest expense####(3,246)######(2,092)######(1,660)######(1,154)######55## Earnings before income taxes####29,112######26,343######22,310######2,769######11## Provision for income taxes####(5,968)######(5,704)######(4,578)######(264)######5## Net earnings####23,144######20,639######17,732######2,505######12## Earnings attributable to noncontrolling interests####(763)######(519)######(447)######(244)######47## Net earnings attributable to UnitedHealth Group common shareholders##$##22,381####$##20,120####$##17,285####$##2,261######11##% Diluted earnings per share attributable to UnitedHealth Group common shareholders##$##23.86####$##21.18####$##18.08####$##2.68######13##% Medical care ratio (a)####83.2##%####82.0##%####82.6##%####1.2##%###### Operating cost ratio####14.7######14.7######14.8######\u2014######## Operating margin####8.7######8.8######8.3######(0.1)######## Tax rate####20.5######21.7######20.5######(1.2)######## Net earnings margin (b)####6.0######6.2######6.0######(0.2)######## Return on equity (c)####27.0##%####27.2##%####25.2##%####(0.2)##%######"}
-{"_id": "UNH20230361", "title": "UNH ________", "text": "(a)Medical care ratio (MCR) is calculated as medical costs divided by premium revenue."}
-{"_id": "UNH20230362", "title": "UNH ________", "text": "(b)Net earnings margin attributable to UnitedHealth Group common shareholders."}
-{"_id": "UNH20230364", "title": "UNH ________", "text": "(c)Return on equity is calculated as net earnings attributable to UnitedHealth Group common shareholders divided by average shareholders\u2019 equity. Average shareholders\u2019 equity is calculated using the shareholders\u2019 equity balance at the end of the preceding year and the shareholders\u2019 equity balances at the end of each of the four quarters of the year presented."}
-{"_id": "UNH20230368", "title": "UNH Revenues", "text": "The increases in revenues were primarily driven by growth in the number of people served throughout the year in Medicare Advantage and Medicaid, pricing trends and growth across the Optum businesses. Revenues also increased due to increased investment income, primarily driven by increased interest rates."}
-{"_id": "UNH20230370", "title": "UNH Medical Costs and MCR", "text": "Medical costs increased primarily due to growth in people served throughout the year in Medicare Advantage and Medicaid. The MCR increased as a result of elevated care activity, primarily relating to outpatient care for seniors, and business mix."}
-{"_id": "UNH20230372", "title": "UNH Operating Cost Ratio", "text": "The operating cost ratio was consistent primarily due to operating cost management, offset by business mix and investments to support future growth."}
-{"_id": "UNH20230374", "title": "UNH Reportable Segments", "text": "See Note 14 of Notes to the Consolidated Financial Statements included in Part II, Item 8, \u201cFinancial Statements and Supplementary Data\u201d for more information on our segments. We utilize various metrics to evaluate and manage our reportable segments, including individuals served by UnitedHealthcare by major market segment and funding arrangement, people served by Optum Health and adjusted scripts for Optum Rx. These metrics are the main drivers of revenue, earnings and cash flows at each business. The metrics also allow management and investors to evaluate and understand business mix, including the level and scope of services provided to people and pricing trends when comparing the metrics to revenue by segment."}
-{"_id": "UNH20230401", "title": "UNH Reportable Segments", "text": "The following table presents a summary of the reportable segment financial information: ##########For the Years Ended December 31,################Change#### (in millions, except percentages)####2023######2022######2021##########2023 vs. 2022#### Revenues############################## UnitedHealthcare##$##281,360####$##249,741####$##222,899####$##31,619######13##% Optum Health####95,319######71,174######54,065######24,145######34## Optum Insight####18,932######14,581######12,199######4,351######30## Optum Rx####116,087######99,773######91,314######16,314######16## Optum eliminations####(3,703)######(2,760)######(2,013)######(943)######34## Optum####226,635######182,768######155,565######43,867######24## Eliminations####(136,373)######(108,347)######(90,867)######(28,026)######26## Consolidated revenues##$##371,622####$##324,162####$##287,597####$##47,460######15##% Earnings from operations############################## UnitedHealthcare##$##16,415####$##14,379####$##11,975####$##2,036######14##% Optum Health####6,560######6,032######4,462######528######9## Optum Insight####4,268######3,588######3,398######680######19## Optum Rx####5,115######4,436######4,135######679######15## Optum####15,943######14,056######11,995######1,887######13## Consolidated earnings from operations##$##32,358####$##28,435####$##23,970####$##3,923######14##% Operating margin############################## UnitedHealthcare####5.8##%####5.8##%####5.4##%####\u2014##%###### Optum Health####6.9######8.5######8.3######(1.6)######## Optum Insight####22.5######24.6######27.9######(2.1)######## Optum Rx####4.4######4.4######4.5######\u2014######## Optum####7.0######7.7######7.7######(0.7)######## Consolidated operating margin####8.7##%####8.8##%####8.3##%####(0.1)##%######"}
-{"_id": "UNH20230411", "title": "UNH UnitedHealthcare", "text": "The following table summarizes UnitedHealthcare revenues by business: ########For the Years Ended December 31,##########Change#### (in millions, except percentages)####2023####2022####2021######2023 vs. 2022#### UnitedHealthcare Employer & Individual - Domestic##$##67,187##$##63,599##$##60,023##$##3,588####6##% UnitedHealthcare Employer & Individual - Global (a)####9,307####8,668####8,345####639####7## UnitedHealthcare Employer & Individual - Total (a)####76,494####72,267####68,368####4,227####6## UnitedHealthcare Medicare & Retirement####129,862####113,671####100,552####16,191####14## UnitedHealthcare Community & State####75,004####63,803####53,979####11,201####18## Total UnitedHealthcare revenues##$##281,360##$##249,741##$##222,899##$##31,619####13##%"}
-{"_id": "UNH20230412", "title": "UNH UnitedHealthcare", "text": "(a) On January 1, 2022, we realigned our operating segments to combine UnitedHealthcare Global and UnitedHealthcare Employer & Individual."}
-{"_id": "UNH20230428", "title": "UNH UnitedHealthcare", "text": "The following table summarizes the number of individuals served by our UnitedHealthcare businesses, by major market segment and funding arrangement: ####December 31,######Change#### (in thousands, except percentages)##2023##2022##2021####2023 vs. 2022#### Commercial - domestic:############## Risk-based##8,115##8,045##7,985##70####1##% Fee-based##19,200##18,640##18,595##560####3## Total commercial - domestic##27,315##26,685##26,580##630####2## Medicare Advantage##7,695##7,105##6,490##590####8## Medicaid##7,845##8,170##7,655##(325)####(4)## Medicare Supplement (Standardized)##4,355##4,375##4,395##(20)####\u2014## Total community and senior##19,895##19,650##18,540##245####1## Total UnitedHealthcare - domestic medical##47,210##46,335##45,120##875####2## Commercial - global##5,540##5,360##5,510##180####3## Total UnitedHealthcare - medical##52,750##51,695##50,630##1,055####2##% Supplemental Data:############## Medicare Part D stand-alone##3,315##3,295##3,700##20####1##%"}
-{"_id": "UNH20230429", "title": "UNH UnitedHealthcare", "text": "UnitedHealthcare\u2019s revenues increased due to growth in the number of people served throughout the year in Medicare Advantage, Medicaid and commercial offerings. People served in Medicaid as of December 31, 2023 decreased primarily due to redeterminations, largely occurring in the second half of 2023, partially offset by increased people served with higher acuity needs. Earnings from operations increased due to increased investment income and the factors impacting revenue, partially offset by elevated care activity, primarily relating to outpatient care for seniors."}
-{"_id": "UNH20230432", "title": "UNH Optum", "text": "Total revenues and earnings from operations increased due to growth across the Optum businesses. The results by segment were as follows: Optum Health"}
-{"_id": "UNH20230433", "title": "UNH Optum", "text": "Revenues at Optum Health increased primarily due to organic growth in patients served under value-based care arrangements and business combinations. Earnings from operations increased due to cost management initiatives and increased investment income, partially offset by higher senior outpatient and behavioral health care activity and costs associated with serving newly added patients under value-based care arrangements. Optum Health served approximately 103 million people as of December 31, 2023 compared to 102 million people as of December 31, 2022."}
-{"_id": "UNH20230436", "title": "UNH Optum Insight", "text": "Revenues and earnings from operations at Optum Insight increased due to growth in business services as a result of business combinations and growth in technology services."}
-{"_id": "UNH20230438", "title": "UNH Optum Rx", "text": "Revenues and earnings from operations at Optum Rx increased due to growth in pharmacy offerings and higher script volumes from both new clients and growth in existing clients. Earnings from operations also increased as a result of continued supply chain and operating cost management initiatives. Optum Rx fulfilled 1,542 million and 1,438 million adjusted scripts in 2023 and 2022, respectively."}
-{"_id": "UNH20230442", "title": "UNH Introduction", "text": "We manage our liquidity and financial position in the context of our overall business strategy. We continually forecast and manage our cash, investments, working capital balances and capital structure to meet the short-term and long-term obligations of our businesses while seeking to maintain liquidity and financial flexibility. Cash flows generated from operating activities are principally from earnings before noncash expenses."}
-{"_id": "UNH20230443", "title": "UNH Introduction", "text": "Our regulated subsidiaries generate significant cash flows from operations and are subject to, among other things, minimum levels of statutory capital, as defined by their respective jurisdictions, and restrictions on the timing and amount of dividends paid to their parent companies."}
-{"_id": "UNH20230444", "title": "UNH Introduction", "text": "Our U.S. regulated subsidiaries paid their parent companies dividends of $8.0 billion and $8.8 billion in 2023 and 2022, respectively. See Note 10 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, \u201cFinancial Statements and Supplementary Data\u201d for further detail concerning our regulated subsidiary dividends."}
-{"_id": "UNH20230445", "title": "UNH Introduction", "text": "Our nonregulated businesses also generate significant cash flows from operations available for general corporate use. Cash flows generated by these entities, combined with dividends from our regulated entities and financing through the issuance of long-term debt as well as issuance of commercial paper or the ability to draw under our committed credit facilities, further strengthen our operating and financial flexibility. We use these cash flows to expand our businesses through acquisitions, reinvest in our businesses through capital expenditures, repay debt and return capital to our shareholders through dividends and repurchases of our common stock."}
-{"_id": "UNH20230468", "title": "UNH Introduction", "text": "Summary of our Major Sources and Uses of Cash and Cash Equivalents ########For the Years Ended December 31,########Change (in millions)####2023####2022####2021####2023 vs. 2022 Sources of cash:################ Cash provided by operating activities##$##29,068##$##26,206##$##22,343##$##2,862 Issuances of long-term debt and short-term borrowings, net of repayments####4,280####12,536####2,481####(8,256) Proceeds from common share issuances####1,353####1,253####1,355####100 Customer funds administered####\u2014####5,548####622####(5,548) Cash received for dispositions####685####3,414####15####(2,729) Total sources of cash####35,386####48,957####26,816#### Uses of cash:################ Cash paid for acquisitions, net of cash assumed####(10,136)####(21,458)####(4,821)####11,322 Common share repurchases####(8,000)####(7,000)####(5,000)####(1,000) Cash dividends paid####(6,761)####(5,991)####(5,280)####(770) Purchases of property, equipment and capitalized software####(3,386)####(2,802)####(2,454)####(584) Purchases of investments, net of sales and maturities####(1,777)####(6,837)####(1,843)####5,060 Purchases of redeemable noncontrolling interests####(730)####(176)####(1,338)####(554) Customer funds administered####(521)####\u2014####\u2014####(521) Other####(2,110)####(2,737)####(1,564)####627 Total uses of cash####(33,421)####(47,001)####(22,300)#### Effect of exchange rate changes on cash and cash equivalents####97####34####(62)####63 Net increase in cash and cash equivalents##$##2,062##$##1,990##$##4,454##$##72"}
-{"_id": "UNH20230470", "title": "UNH 2023 Cash Flows Compared to 2022 Cash Flows", "text": "Increased cash flows provided by operating activities were driven by changes in working capital accounts and increased net earnings. Other significant changes in sources or uses of cash year-over-year included decreased cash paid for acquisitions and net purchases of investments, offset by decreased net issuances of short-term borrowings and long-term debt, customer funds administered and cash from dispositions."}
-{"_id": "UNH20230472", "title": "UNH Financial Condition", "text": "As of December 31, 2023, our cash, cash equivalent, available-for-sale debt securities and equity securities balances of $75.2 billion included $25.4 billion of cash and cash equivalents (of which $1.3 billion was available for general corporate use), $44.9 billion of debt securities and $4.9 billion of equity securities. Given the significant portion of our portfolio held in cash equivalents, we do not anticipate fluctuations in the aggregate fair value of our financial assets to have a material impact on our liquidity or capital position. Other sources of liquidity, primarily from operating cash flows and our commercial paper program, which is fully supported by our bank credit facilities, reduce the need to sell investments during adverse market conditions. See Note 4 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, \u201cFinancial Statements and Supplementary Data\u201d for further detail concerning our fair value measurements."}
-{"_id": "UNH20230473", "title": "UNH Financial Condition", "text": "Our available-for-sale debt portfolio had a weighted-average duration of 4.0 years and a weighted-average credit rating of \u201cDouble A\u201d as of December 31, 2023. When multiple credit ratings are available for an individual security, the average of the available ratings is used to determine the weighted-average credit rating."}
-{"_id": "UNH20230475", "title": "UNH Capital Resources and Uses of Liquidity", "text": "Cash Requirements. The Company\u2019s cash requirements within the next twelve months include medical costs payable, accounts payable and accrued liabilities, short-term borrowings and current maturities of long-term debt, other current liabilities, and purchase commitments and other obligations. We expect the cash required to meet these obligations to be primarily generated through cash flows from current operations; cash available for general corporate use; and the realization of current assets, such as accounts receivable."}
-{"_id": "UNH20230481", "title": "UNH Capital Resources and Uses of Liquidity", "text": "Our long-term cash requirements under our various contractual obligations and commitments include: \u2022Debt obligations. See Note 8 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, \u201cFinancial Statements and Supplementary Data\u201d for further detail of our long-term debt and the timing of expected future payments. Interest coupon payments are typically paid semi-annually. \u2022Operating leases. See Note 12 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, \u201cFinancial Statements and Supplementary Data\u201d for further detail of our obligations and the timing of expected future payments. \u2022Purchase and other obligations. These include $7.9 billion, $3.7 billion of which is expected to be paid within the next twelve months, of fixed or minimum commitments under existing purchase obligations for goods and services, including agreements cancelable with the payment of an early termination penalty, and remaining capital commitments for venture capital funds and other funding commitments. These amounts exclude agreements cancelable without penalty and liabilities to the extent recorded in our Consolidated Balance Sheets as of December 31, 2023. \u2022Other liabilities. These include other long-term liabilities reflected in our Consolidated Balance Sheets as of December 31, 2023, including obligations associated with certain employee benefit programs, unrecognized tax benefits and various long-term liabilities, which have some inherent uncertainty in the timing of these payments. \u2022Redeemable noncontrolling interests. See Note 2 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, \u201cFinancial Statements and Supplementary Data\u201d for further detail. We do not have any material potential required redemptions in the next twelve months."}
-{"_id": "UNH20230482", "title": "UNH Capital Resources and Uses of Liquidity", "text": "We expect the cash required to meet our long-term obligations to be primarily generated through future cash flows from operations. However, we also have the ability to generate cash to satisfy both our current and long-term requirements through the issuance of commercial paper, issuance of long-term debt, or drawing under our committed credit facilities or the ability to sell investments. We believe our capital resources are sufficient to meet future, short-term and long-term, liquidity needs."}
-{"_id": "UNH20230484", "title": "UNH Capital Resources and Uses of Liquidity", "text": "Short-Term Borrowings. Our revolving bank credit facilities provide liquidity support for our commercial paper borrowing program, which facilitates the private placement of senior unsecured debt through independent broker-dealers, and are available for general corporate purposes. For more information on our commercial paper and bank credit facilities, see Note 8 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, \u201cFinancial Statements and Supplementary Data.\u201d"}
-{"_id": "UNH20230485", "title": "UNH Capital Resources and Uses of Liquidity", "text": "Our revolving bank credit facilities contain various covenants, including covenants requiring us to maintain a defined debt to debt-plus-shareholders\u2019 equity ratio of not more than 60%, subject to increase in certain circumstances set forth in the applicable credit agreement. As of December 31, 2023, our debt to debt-plus-shareholders\u2019 equity ratio, as defined and calculated under the credit facilities, was 38%."}
-{"_id": "UNH20230486", "title": "UNH Capital Resources and Uses of Liquidity", "text": "Long-Term Debt. Periodically, we access capital markets to issue long-term debt for general corporate purposes, such as to meet our working capital requirements, to refinance debt, to finance acquisitions or for share repurchases. For more information on our debt, see Note 8 of the Notes to the Consolidated Financial Statements included in Part II, Item 8 \u201cFinancial Statements and Supplementary Data.\u201d"}
-{"_id": "UNH20230491", "title": "UNH Capital Resources and Uses of Liquidity", "text": "Credit Ratings. Our credit ratings as of December 31, 2023 were as follows: ####Moody\u2019s######S&P Global######Fitch######A.M. Best## ##Ratings####Outlook##Ratings####Outlook##Ratings####Outlook##Ratings####Outlook Senior unsecured debt##A2####Stable##A+####Stable##A####Stable##A####Stable Commercial paper##P-1####n/a##A-1####n/a##F1####n/a##AMB-1+####n/a"}
-{"_id": "UNH20230492", "title": "UNH Capital Resources and Uses of Liquidity", "text": "The availability of financing in the form of debt or equity is influenced by many factors, including our profitability, operating cash flows, debt levels, credit ratings, debt covenants and other contractual restrictions, regulatory requirements and economic and market conditions. A significant downgrade in our credit ratings or adverse conditions in the capital markets may increase the cost of borrowing for us or limit our access to capital."}
-{"_id": "UNH20230493", "title": "UNH Capital Resources and Uses of Liquidity", "text": "Share Repurchase Program. As of December 31, 2023, we had Board of Directors\u2019 authorization to purchase up to 15 million shares of our common stock. The Board of Directors from time to time may further amend the share repurchase program in order to increase the authorized number of shares which may be repurchased under the program. For more information on our share repurchase program, see Note 10 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, \u201cFinancial Statements and Supplementary Data.\u201d"}
-{"_id": "UNH20230494", "title": "UNH Capital Resources and Uses of Liquidity", "text": "Dividends. In June 2023, our Board of Directors increased the Company\u2019s quarterly cash dividend to shareholders to an annual rate of $7.52 compared to $6.60 per share. For more information on our dividend, see Note 10 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, \u201cFinancial Statements and Supplementary Data.\u201d"}
-{"_id": "UNH20230495", "title": "UNH Capital Resources and Uses of Liquidity", "text": "Pending Acquisitions. As of December 31, 2023, we have entered into agreements to acquire companies in the health care sector, subject to regulatory approval and other customary closing conditions. The total anticipated capital required for these acquisitions, excluding the payoff of acquired indebtedness, is approximately $6 billion."}
-{"_id": "UNH20230496", "title": "UNH Capital Resources and Uses of Liquidity", "text": "We do not have other significant contractual obligations or commitments requiring cash resources. However, we continually evaluate opportunities to expand our operations, which include internal development of new products, programs and technology applications and may include acquisitions."}
-{"_id": "UNH20230498", "title": "UNH CRITICAL ACCOUNTING ESTIMATES", "text": "Critical accounting estimates are those estimates requiring management to make challenging, subjective or complex judgments, often because they must estimate the effects of matters inherently uncertain and may change in subsequent periods. Critical accounting estimates involve judgments and uncertainties which are sufficiently sensitive and may result in materially different results under different assumptions and conditions."}
-{"_id": "UNH20230500", "title": "UNH Medical Costs Payable", "text": "Medical costs and medical costs payable include estimates of our obligations for medical care services rendered on behalf of consumers, but for which claims have either not yet been received or processed. Depending on the health care professional and type of service, the typical billing lag for services can be up to 90 days from the date of service. Approximately 90% of claims related to medical care services are known and settled within 90 days from the date of service."}
-{"_id": "UNH20230501", "title": "UNH Medical Costs Payable", "text": "In each reporting period, our operating results include the effects of more completely developed medical costs payable estimates associated with previously reported periods. If the revised estimate of prior period medical costs is less than the previous estimate, we will decrease reported medical costs in the current period (favorable development). If the revised estimate of prior period medical costs is more than the previous estimate, we will increase reported medical costs in the current period (unfavorable development). Medical costs in 2023, 2022 and 2021 included favorable medical cost development related to prior years of $840 million, $410 million and $1.7 billion, respectively."}
-{"_id": "UNH20230503", "title": "UNH Medical Costs Payable", "text": "In developing our medical costs payable estimates, we apply different estimation methods depending on the month for which incurred claims are being estimated. For example, for the most recent two months, we estimate claim costs incurred by applying"}
-{"_id": "UNH20230504", "title": "UNH Medical Costs Payable", "text": "observed medical cost trend factors to the average per member per month (PMPM) medical costs incurred in prior months for which more complete claim data is available, supplemented by a review of near-term completion factors."}
-{"_id": "UNH20230505", "title": "UNH Medical Costs Payable", "text": "Completion Factors. A completion factor is an actuarial estimate, based upon historical experience and analysis of current trends, of the percentage of incurred claims during a given period adjudicated by us at the date of estimation. Completion factors are the most significant factors we use in developing our medical costs payable estimates for periods prior to the most recent two months. Completion factors include judgments in relation to claim submissions such as the time from date of service to claim receipt, claim levels and processing cycles, as well as other factors. If actual claims submission rates from providers (which can be influenced by a number of factors, including provider mix and electronic versus manual submissions), actual care activity incurred (which can be influenced by pandemics or seasonal illnesses, such as influenza), or our claim processing patterns are different than estimated, our reserve estimates may be significantly impacted."}
-{"_id": "UNH20230514", "title": "UNH Medical Costs Payable", "text": "The following table illustrates the sensitivity of these factors and the estimated potential impact on our medical costs payable estimates for those periods as of December 31, 2023: Completion Factors (Decrease) Increase in Factors####Increase (Decrease) In Medical Costs Payable ####(in millions) (0.75)%##$##880 (0.50)####585 (0.25)####292 0.25####(290) 0.50####(579) 0.75####(867)"}
-{"_id": "UNH20230515", "title": "UNH Medical Costs Payable", "text": "Medical Cost Per Member Per Month Trend Factors. Medical cost PMPM trend factors are significant factors we use in developing our medical costs payable estimates for the most recent two months. Medical cost trend factors are developed through a comprehensive analysis of claims incurred in prior months, provider contracting and expected unit costs, benefit design and a review of a broad set of health care utilization indicators. These factors include but are not limited to pharmacy utilization trends, inpatient hospital authorization data and seasonal and other incidence data from the National Centers for Disease Control. We also consider macroeconomic variables such as GDP growth, employment and disposable income. A large number of factors can cause the medical cost trend to vary from our estimates, including: our ability and practices to manage medical and pharmaceutical costs, changes in level and mix of services utilized; mix of benefits offered, including the impact of co-pays and deductibles; changes in medical practices; and catastrophes, epidemics and pandemics."}
-{"_id": "UNH20230524", "title": "UNH Medical Costs Payable", "text": "The following table illustrates the sensitivity of these factors and the estimated potential impact on our medical costs payable estimates for the most recent two months as of December 31, 2023: Medical Cost PMPM Quarterly Trend Increase (Decrease) in Factors####Increase (Decrease) In Medical Costs Payable ####(in millions) 3%##$##1,128 2####752 1####376 (1)####(376) (2)####(752) (3)####(1,128)"}
-{"_id": "UNH20230525", "title": "UNH Medical Costs Payable", "text": "The completion factors and medical costs PMPM trend factors analyses above include outcomes considered reasonably likely based on our historical experience estimating liabilities for incurred but not reported benefit claims."}
-{"_id": "UNH20230526", "title": "UNH Medical Costs Payable", "text": "Management believes the amount of medical costs payable is reasonable and adequate to cover our liability for unpaid claims as of December 31, 2023; however, actual claim payments may differ from established estimates as discussed above. Assuming a hypothetical 1% difference between our December 31, 2023 estimates of medical costs payable and actual medical costs payable, excluding AARP Medicare Supplement Insurance and any potential offsetting impact from premium rebates, 2023 net earnings would have increased or decreased by approximately $245 million."}
-{"_id": "UNH20230528", "title": "UNH Medical Costs Payable", "text": "For more detail related to our medical cost estimates, see Note 2 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, \u201cFinancial Statements and Supplementary Data.\u201d"}
-{"_id": "UNH20230530", "title": "UNH Goodwill", "text": "We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change indicating the carrying value may not be recoverable. When testing goodwill for impairment, we may first assess qualitative factors to determine if it is more likely than not the carrying value of a reporting unit exceeds its estimated fair value. During a qualitative analysis, we consider the impact of changes, if any, to the following factors: macroeconomic, industry and market factors; cost factors; changes in overall financial performance; and any other relevant events and uncertainties impacting a reporting unit. If our qualitative assessment indicates a goodwill impairment is more likely than not, we perform additional quantitative analyses. We may also elect to skip the qualitative testing and proceed directly to the quantitative testing. For reporting units where a quantitative analysis is performed, we perform a test measuring the fair values of the reporting units and comparing them to their carrying values, including goodwill. If the fair value is less than the carrying value of the reporting unit, an impairment is recognized for the difference, up to the carrying amount of goodwill."}
-{"_id": "UNH20230531", "title": "UNH Goodwill", "text": "We estimate the fair values of our reporting units using a discounted cash flow method which includes assumptions about a wide variety of internal and external factors. Significant assumptions used in the discounted cash flow method include financial projections of free cash flow, including revenue trends, medical costs trends, operating productivity, income taxes and capital levels; long-term growth rates for determining terminal value beyond the discretely forecasted periods; and discount rates. For each reporting unit, comparative market multiples are used to corroborate the results of our discounted cash flow test."}
-{"_id": "UNH20230532", "title": "UNH Goodwill", "text": "Financial projections and long-term growth rates used for our reporting units are consistent with, and use inputs from, our internal long-term business plan and strategies. Discount rates are determined for each reporting unit and include consideration of the implied risk inherent in their forecasts. Our most significant estimate in the discount rate determinations involves our adjustments to the peer company weighted average costs of capital reflecting reporting unit-specific factors. We have not made any adjustments to decrease a discount rate below the calculated peer company weighted average cost of capital for any reporting unit. Company-specific adjustments to discount rates are subjective and thus are difficult to measure with certainty. The passage of time and the availability of additional information regarding areas of uncertainty with respect to the reporting units\u2019 operations could cause these assumptions to change in the future. Additionally, as part of our quantitative impairment testing, we perform various sensitivity analyses on certain key assumptions, such as discount rates and cash flow projections to analyze the potential for a material impact. As of October 1, 2023, we completed our annual impairment tests for goodwill with all of our reporting units having fair values substantially in excess of their carrying values."}
-{"_id": "UNH20230534", "title": "UNH LEGAL MATTERS", "text": "A description of our legal proceedings is presented in Note 12 of Notes to the Consolidated Financial Statements included in Part II, Item 8, \u201cFinancial Statements and Supplementary Data.\u201d"}
-{"_id": "UNH20230536", "title": "UNH CONCENTRATIONS OF CREDIT RISK", "text": "Investments in financial instruments such as marketable securities and accounts receivable may subject us to concentrations of credit risk. Our investments in marketable securities are managed under an investment policy authorized by our Board of Directors. This policy limits the amounts which may be invested in any one issuer and generally limits our investments to U.S. government and agency securities, state and municipal securities and corporate debt obligations of investment grade. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of employer groups and other customers constituting our client base. As of December 31, 2023, there were no significant concentrations of credit risk."}
-{"_id": "UNH20230538", "title": "UNH QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK", "text": "Our primary market risks are exposures to changes in interest rates impacting our investment income and interest expense and the fair value of certain of our fixed-rate investments and debt, as well as foreign currency exchange rate risk of the U.S. dollar primarily to the Brazilian real and Chilean peso."}
-{"_id": "UNH20230539", "title": "UNH QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK", "text": "As of December 31, 2023, we had $34 billion of financial assets on which the interest rates received vary with market interest rates, which may significantly impact our investment income. Also as of December 31, 2023, $20 billion of our financial liabilities, which include debt and deposit liabilities, were at interest rates which vary with market rates, either directly or through the use of related interest rate swap contracts."}
-{"_id": "UNH20230541", "title": "UNH QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK", "text": "The fair value of our fixed-rate investments and debt also varies with market interest rates. As of December 31, 2023, $43 billion of our investments were fixed-rate debt securities and $44 billion of our debt was non-swapped fixed-rate term debt. An increase in market interest rates decreases the market value of fixed-rate investments and fixed-rate debt. Conversely, a decrease in market interest rates increases the market value of fixed-rate investments and fixed-rate debt."}
-{"_id": "UNH20230542", "title": "UNH QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK", "text": "We manage exposure to market interest rates by diversifying investments across different fixed-income market sectors and debt across maturities, as well as by matching a portion of our floating-rate assets and liabilities, either directly or through the use of interest rate swap contracts. Unrealized gains and losses on investments in available-for-sale debt securities are reported in comprehensive income."}
-{"_id": "UNH20230555", "title": "UNH QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK", "text": "The following tables summarize the impact of hypothetical changes in market interest rates across the entire yield curve by 1% point or 2% points as of December 31, 2023 and 2022 on our investment income and interest expense per annum and the fair value of our investments and debt (in millions, except percentages): ##########December 31, 2023######## Increase (Decrease) in Market Interest Rate####Investment Income Per Annum####Interest Expense Per Annum######Fair Value of Financial Assets####Fair Value of Financial Liabilities 2 %##$##688##$##393####$##(3,642)##$##(8,142) 1####344####196######(1,871)####(4,444) (1)####(344)####(180)######1,954####5,391 (2)####(688)####(360)######3,964####11,992 ##########December 31, 2022######## Increase (Decrease) in Market Interest Rate####Investment Income Per Annum####Interest Expense Per Annum######Fair Value of Financial Assets####Fair Value of Financial Liabilities 2%##$##629##$##327####$##(3,390)##$##(7,365) 1####314####164######(1,746)####(4,002) (1)####(314)####(135)######1,838####4,808 (2)####(629)####(266)######3,746####10,641"}
-{"_id": "UNH20230557", "title": "UNH Note: The impact of hypothetical changes in interest rates may not reflect the full 100 or 200 basis point change on interest income and interest expense or on the fair value of financial assets and liabilities as the rates are assumed to not fall below zero.", "text": "We have an exposure to changes in the value of foreign currencies, primarily the Brazilian real and the Chilean peso, to the U.S. dollar in translation of UnitedHealthcare Employer & Individual\u2019s international business operating results at the average exchange rate over the accounting period, and assets and liabilities at the exchange rate at the end of the accounting period. The gains or losses resulting from translating foreign assets and liabilities into U.S. dollars are included in equity and comprehensive income."}
-{"_id": "UNH20230558", "title": "UNH Note: The impact of hypothetical changes in interest rates may not reflect the full 100 or 200 basis point change on interest income and interest expense or on the fair value of financial assets and liabilities as the rates are assumed to not fall below zero.", "text": "An appreciation of the U.S. dollar against the Brazilian real or Chilean peso reduces the carrying value of the net assets denominated in those currencies. For example, as of December 31, 2023, a hypothetical 10% and 25% increase in the value of the U.S. dollar against those currencies would have caused a reduction in net assets of approximately $590 million and $1.3 billion, respectively. We manage exposure to foreign currency earnings risk primarily by conducting our international business operations in their functional currencies."}
-{"_id": "UNH20230560", "title": "UNH Note: The impact of hypothetical changes in interest rates may not reflect the full 100 or 200 basis point change on interest income and interest expense or on the fair value of financial assets and liabilities as the rates are assumed to not fall below zero.", "text": "As of December 31, 2023, we had $4.9 billion of investments in equity securities, primarily consisting of venture investments, employee savings plan related investments and non-U.S. dollar fixed-income funds. Valuations in non-U.S. dollar funds are subject to foreign exchange rates."}
-{"_id": "UNH20230568", "title": "UNH FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA", "text": " ##Page Report of Independent Registered Public Accounting Firm (PCAOB ID No 34)##36 Consolidated Balance Sheets##38 Consolidated Statements of Operations##39 Consolidated Statements of Comprehensive Income##40 Consolidated Statements of Changes in Equity##41 Consolidated Statements of Cash Flows##42"}
-{"_id": "UNH20230584", "title": "UNH Notes to the Consolidated Financial Statements##43", "text": " 1. Description of Business##43 2. Basis of Presentation, Use of Estimates and Significant Accounting Policies##43 3. Investments##48 4. Fair Value##49 5. Property, Equipment and Capitalized Software##52 6. Goodwill and Other Intangible Assets##52 7. Medical Costs Payable##53 8. Short-Term Borrowings and Long-Term Debt##55 9. Income Taxes##57 10. Shareholders\u2019 Equity##59 11. Share-Based Compensation##60 12. Commitments and Contingencies##62 13. Business Combinations##63 14. Segment Financial Information##64"}
-{"_id": "UNH20230587", "title": "UNH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM", "text": "To the shareholders and the Board of Directors of UnitedHealth Group Incorporated and Subsidiaries: Opinion on the Financial Statements"}
-{"_id": "UNH20230588", "title": "UNH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM", "text": "We have audited the accompanying consolidated balance sheets of UnitedHealth Group Incorporated and Subsidiaries (the \u201cCompany\u201d) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America."}
-{"_id": "UNH20230589", "title": "UNH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM", "text": "We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company\u2019s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control \u2014 Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2024 expressed an unqualified opinion on the Company\u2019s internal control over financial reporting."}
-{"_id": "UNH20230591", "title": "UNH Basis for Opinion", "text": "These financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "UNH20230592", "title": "UNH Basis for Opinion", "text": "We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion."}
-{"_id": "UNH20230594", "title": "UNH Critical Audit Matter", "text": "The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the Audit and Finance Committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates."}
-{"_id": "UNH20230595", "title": "UNH Critical Audit Matter", "text": "Medical Care Services Incurred but not Reported (IBNR) - Refer to Notes 2 and 7 to the financial statements."}
-{"_id": "UNH20230597", "title": "UNH Critical Audit Matter Description", "text": "Medical costs payable includes estimates of the Company\u2019s obligations for medical care services rendered on behalf of insured consumers, for which claims have either not yet been received or processed. The Company develops estimates for medical care services incurred but not reported (IBNR) using an actuarial model that requires management to exercise certain judgments in developing its estimates. Judgments made by management include medical cost per member per month trend factors and completion factors, which include assumptions over the time from date of service to claim receipt, the impact of actual care activity, and processing cycles."}
-{"_id": "UNH20230599", "title": "UNH Critical Audit Matter Description", "text": "We identified medical care services IBNR as a critical audit matter because it requires significant management assumptions in estimating the liability. This required complex auditor judgment, and an increased extent of effort, including the involvement of actuarial specialists in performing procedures to evaluate the reasonableness of management\u2019s methods, assumptions, and judgments in developing estimates for medical care services IBNR."}
-{"_id": "UNH20230604", "title": "UNH How the Critical Audit Matter Was Addressed in the Audit", "text": "Our audit procedures related to medical care services IBNR included the following, among others: \u2022We tested the effectiveness of controls over management\u2019s estimate of the IBNR for these services, including controls over the judgments in both the completion factors and the medical cost per member per month trend factors, as well as controls over the claims and membership data used in the estimation process. \u2022We tested the underlying claims and membership data and other information that served as the basis for the actuarial analysis, to test that the inputs to the actuarial estimate were complete and accurate. \u2022With the assistance of actuarial specialists, we evaluated the reasonableness of the actuarial methods and assumptions used by management to estimate IBNR for these services by:"}
-{"_id": "UNH20230605", "title": "UNH How the Critical Audit Matter Was Addressed in the Audit", "text": "\u2013Performing an overlay of the historical claims data used in management\u2019s current year model to the data used in prior periods to validate that there were no material changes to the claims data tested in prior periods."}
-{"_id": "UNH20230606", "title": "UNH How the Critical Audit Matter Was Addressed in the Audit", "text": "\u2013Developing an independent estimate of the IBNR for these services and comparing our estimate to management\u2019s estimate."}
-{"_id": "UNH20230607", "title": "UNH How the Critical Audit Matter Was Addressed in the Audit", "text": "\u2013Performing a retrospective review comparing management\u2019s prior year estimate of IBNR to claims processed in 2023 with dates of service in 2022 or prior."}
-{"_id": "UNH20230612", "title": "UNH February 28, 2024", "text": "We have served as the Company's auditor since 2002."}
-{"_id": "UNH20230652", "title": "UNH Consolidated Balance Sheets", "text": " (in millions, except per share data)####December 31, 2023####December 31, 2022 Assets######## Current assets:######## Cash and cash equivalents##$##25,427##$##23,365 Short-term investments####4,201####4,546 Accounts receivable, net of allowances of $1,000 and $877####21,276####17,681 Other current receivables, net of allowances of $2,084 and $1,433####17,694####12,769 Assets under management####3,755####4,087 Prepaid expenses and other current assets####6,084####6,621 Total current assets####78,437####69,069 Long-term investments####47,609####43,728 Property, equipment and capitalized software, net of accumulated depreciation and amortization of $7,039 and $6,930####11,450####10,128 Goodwill####103,732####93,352 Other intangible assets, net of accumulated amortization of $7,279 and $6,137####15,194####14,401 Other assets####17,298####15,027 Total assets##$##273,720##$##245,705 Liabilities, redeemable noncontrolling interests and equity######## Current liabilities:######## Medical costs payable##$##32,395##$##29,056 Accounts payable and accrued liabilities####31,958####27,715 Short-term borrowings and current maturities of long-term debt####4,274####3,110 Unearned revenues####3,355####3,075 Other current liabilities####27,072####26,281 Total current liabilities####99,054####89,237 Long-term debt, less current maturities####58,263####54,513 Deferred income taxes####3,021####2,769 Other liabilities####14,463####12,839 Total liabilities####174,801####159,358 Commitments and contingencies (Note 12)######## Redeemable noncontrolling interests####4,498####4,897 Equity:######## Preferred stock, $0.001 par value - 10 shares authorized; no shares issued or outstanding####\u2014####\u2014 Common stock, $0.01 par value - 3,000 shares authorized; 924 and 934 issued and outstanding####9####9 Retained earnings####95,774####86,156 Accumulated other comprehensive loss####(7,027)####(8,393) Nonredeemable noncontrolling interests####5,665####3,678 Total equity####94,421####81,450 Total liabilities, redeemable noncontrolling interests and equity##$##273,720##$##245,705"}
-{"_id": "UNH20230684", "title": "UNH Consolidated Statements of Operations", "text": " ########For the Years Ended December 31,#### (in millions, except per share data)####2023####2022####2021 Revenues:############ Premiums##$##290,827##$##257,157##$##226,233 Products####42,583####37,424####34,437 Services####34,123####27,551####24,603 Investment and other income####4,089####2,030####2,324 Total revenues####371,622####324,162####287,597 Operating costs:############ Medical costs####241,894####210,842####186,911 Operating costs####54,628####47,782####42,579 Cost of products sold####38,770####33,703####31,034 Depreciation and amortization####3,972####3,400####3,103 Total operating costs####339,264####295,727####263,627 Earnings from operations####32,358####28,435####23,970 Interest expense####(3,246)####(2,092)####(1,660) Earnings before income taxes####29,112####26,343####22,310 Provision for income taxes####(5,968)####(5,704)####(4,578) Net earnings####23,144####20,639####17,732 Earnings attributable to noncontrolling interests####(763)####(519)####(447) Net earnings attributable to UnitedHealth Group common shareholders##$##22,381##$##20,120##$##17,285 Earnings per share attributable to UnitedHealth Group common shareholders:############ Basic##$##24.12##$##21.47##$##18.33 Diluted##$##23.86##$##21.18##$##18.08 Basic weighted-average number of common shares outstanding####928####937####943 Dilutive effect of common share equivalents####10####13####13 Diluted weighted-average number of common shares outstanding####938####950####956 Anti-dilutive shares excluded from the calculation of dilutive effect of common share equivalents####6####3####1"}
-{"_id": "UNH20230703", "title": "UNH Consolidated Statements of Comprehensive Income", "text": " ########For the Years Ended December 31,#### (in millions)####2023####2022####2021 Net earnings##$##23,144##$##20,639##$##17,732 Other comprehensive income (loss):############ Gross unrealized gains (losses) on investment securities during the period####1,139####(4,292)####(1,028) Income tax effect####(263)####984####248 Total unrealized gains (losses), net of tax####876####(3,308)####(780) Gross reclassification adjustment for net realized (gains) losses included in net earnings####(90)####139####(173) Income tax effect####21####(32)####40 Total reclassification adjustment, net of tax####(69)####107####(133) Total foreign currency translation gains (losses)####559####192####(657) Other comprehensive income (loss)####1,366####(3,009)####(1,570) Comprehensive income####24,510####17,630####16,162 Comprehensive income attributable to noncontrolling interests####(763)####(519)####(447) Comprehensive income attributable to UnitedHealth Group common shareholders##$##23,747##$##17,111##$##15,715"}
-{"_id": "UNH20230740", "title": "UNH Consolidated Statements of Changes in Equity", "text": " ####Common Stock########Additional Paid-In Capital####Retained Earnings######Accumulated Other Comprehensive Income (Loss)########Nonredeemable Noncontrolling Interests (in millions, except per share data)##Shares######Amount############Net Unrealized Gains (Losses) on Investments######Foreign Currency Translation (Losses) Gains#### Balance at January 1, 2021##946####$##10##$##\u2014##$##69,295##$##1,336####$##(5,150)##$##2,837 Net earnings################17,285##############360 Other comprehensive loss####################(913)######(657)#### Issuances of common stock, and related tax effects##8######\u2014####1,100################## Share-based compensation############729################## Common share repurchases##(13)######\u2014####(940)####(4,060)############## Cash dividends paid on common shares ($5.60 per share)################(5,280)############## Redeemable noncontrolling interests fair value and other adjustments############(889)####(106)############## Acquisition and other adjustments of nonredeemable noncontrolling interests##############################407 Distributions to nonredeemable noncontrolling interests##############################(319) Balance at December 31, 2021##941######10####\u2014####77,134####423######(5,807)####3,285 Net earnings################20,120##############406 Other comprehensive (loss) gains####################(3,201)######192#### Issuances of common stock, and related tax effects##7######\u2014####903################## Share-based compensation############875################## Common share repurchases##(14)######(1)####(1,892)####(5,107)############## Cash dividends paid on common shares ($6.40 per share)################(5,991)############## Redeemable noncontrolling interests fair value and other adjustments############114################## Acquisition and other adjustments of nonredeemable noncontrolling interests##############################374 Distributions to nonredeemable noncontrolling interests##############################(387) Balance at December 31, 2022##934######9####\u2014####86,156####(2,778)######(5,615)####3,678 Net earnings################22,381##############575 Other comprehensive income####################807######559#### Issuances of common stock, and related tax effects##6######\u2014####1,231################## Share-based compensation############1,027################## Common share repurchases##(16)######\u2014####(2,057)####(6,002)############## Cash dividends paid on common shares ($7.29 per share)################(6,761)############## Redeemable noncontrolling interests fair value and other adjustments############(201)################## Acquisition and other adjustments of nonredeemable noncontrolling interests##############################1,928 Distributions to nonredeemable noncontrolling interests##############################(516) Balance at December 31, 2023##924####$##9##$##\u2014##$##95,774##$##(1,971)####$##(5,056)##$##5,665"}
-{"_id": "UNH20230787", "title": "UNH Consolidated Statements of Cash Flows", "text": " ########For the Years Ended December 31,#### (in millions)####2023####2022####2021 Operating activities############ Net earnings##$##23,144##$##20,639##$##17,732 Noncash items:############ Depreciation and amortization####3,972####3,400####3,103 Deferred income taxes####(245)####(673)####130 Share-based compensation####1,059####925####800 Other, net####(505)####(331)####(944) Net change in other operating items, net of effects from acquisitions and changes in AARP balances:############ Accounts receivable####(3,114)####(2,523)####(1,000) Other assets####(2,444)####(1,374)####(1,031) Medical costs payable####3,482####4,053####2,701 Accounts payable and other liabilities####3,516####1,964####1,162 Unearned revenues####203####126####(310) Cash flows from operating activities####29,068####26,206####22,343 Investing activities############ Purchases of investments####(18,314)####(18,825)####(17,139) Sales of investments####7,307####5,907####7,045 Maturities of investments####9,230####6,081####8,251 Cash paid for acquisitions, net of cash assumed####(10,136)####(21,458)####(4,821) Purchases of property, equipment and capitalized software####(3,386)####(2,802)####(2,454) Cash received from dispositions####685####3,414####15 Other, net####(960)####(793)####(1,269) Cash flows used for investing activities####(15,574)####(28,476)####(10,372) Financing activities############ Common share repurchases####(8,000)####(7,000)####(5,000) Cash dividends paid####(6,761)####(5,991)####(5,280) Proceeds from common stock issuances####1,353####1,253####1,355 Repayments of long-term debt####(2,125)####(3,015)####(3,150) Proceeds from (repayments of) short-term borrowings, net####11####732####(1,302) Proceeds from issuance of long-term debt####6,394####14,819####6,933 Customer funds administered####(521)####5,548####622 Purchases of redeemable noncontrolling interests####(730)####(176)####(1,338) Other, net####(1,150)####(1,944)####(295) Cash flows (used for) from financing activities####(11,529)####4,226####(7,455) Effect of exchange rate changes on cash and cash equivalents####97####34####(62) Increase in cash and cash equivalents####2,062####1,990####4,454 Cash and cash equivalents, beginning of period####23,365####21,375####16,921 Cash and cash equivalents, end of period##$##25,427##$##23,365##$##21,375 Supplemental cash flow disclosures############ Cash paid for interest##$##3,035##$##1,945##$##1,653 Cash paid for income taxes####6,078####5,222####3,966"}
-{"_id": "UNH20230793", "title": "UNH 1.Description of Business", "text": "UnitedHealth Group Incorporated (individually and together with its subsidiaries, \u201cUnitedHealth Group\u201d and \u201cthe Company\u201d) is a health care and well-being company with a mission to help people live healthier lives and help make the health system work better for everyone. The Company\u2019s two distinct, yet complementary businesses \u2014 Optum and UnitedHealthcare \u2014 are working to help build a modern, high-performing health system through improved access, affordability, outcomes and experiences for the individuals and organizations the Company is privileged to serve."}
-{"_id": "UNH20230796", "title": "UNH Basis of Presentation", "text": "The Company has prepared the Consolidated Financial Statements according to U.S. Generally Accepted Accounting Principles (GAAP) and has included the accounts of UnitedHealth Group and its subsidiaries."}
-{"_id": "UNH20230798", "title": "UNH Use of Estimates", "text": "These Consolidated Financial Statements include certain amounts based on the Company\u2019s best estimates and judgments. The Company\u2019s most significant estimates relate to estimates and judgments for medical costs payable and goodwill. Certain of these estimates require the application of complex assumptions and judgments, often because they involve matters inherently uncertain and will likely change in subsequent periods. The impact of any change in estimates is included in earnings in the period in which the estimate is adjusted."}
-{"_id": "UNH20230801", "title": "UNH Premiums", "text": "Premium revenues are primarily derived from risk-based arrangements in which the premium is typically at a fixed rate per individual served for a one-year period, and the Company assumes the economic risk of funding its customers\u2019 health care and related administrative costs."}
-{"_id": "UNH20230802", "title": "UNH Premiums", "text": "Premium revenues are recognized in the period in which eligible individuals are entitled to receive health care benefits. Health care premium payments received from the Company\u2019s customers in advance of the service period are recorded as unearned revenues. Fully insured commercial products of U.S. health plans, Medicare Advantage and Medicare Prescription Drug Benefit (Medicare Part D) plans with medical loss ratios (MLRs) as calculated under the definitions in the Patient Protection and Affordable Care Act (ACA) and related federal and state regulations and implementing regulation, falling below certain targets are required to rebate ratable portions of their premiums annually. Commercial premiums within the Company\u2019s individual and small group markets are also subject to the ACA risk adjustment program. Medicare Advantage premium revenue includes the impact of the Centers for Medicare & Medicaid Services (CMS) quality bonuses based on plans\u2019 Star rating. Certain of the Company\u2019s Medicaid business is also subject to state minimum MLR rebates."}
-{"_id": "UNH20230803", "title": "UNH Premiums", "text": "Premium revenues are recognized based on the estimated premiums earned, net of projected rebates, because the Company is able to reasonably estimate the ultimate premiums of these contracts. The Company also records premium revenues for certain value-based arrangements at its Optum Health care delivery businesses. Under these value-based arrangements, the Company enters into agreements with health plans to stand ready to deliver, integrate, direct and control certain health care services for patients. In exchange, the Company receives a premium that is typically paid on a per-patient per-month basis. The Company considers these value-based arrangements to represent a single performance obligation where premium revenues are recognized in the period in which health care services are made available."}
-{"_id": "UNH20230805", "title": "UNH Premiums", "text": "The Company\u2019s Medicare Advantage and Medicare Part D premium revenues are subject to periodic adjustment under CMS\u2019 risk adjustment payment methodology. CMS deploys a risk adjustment model which apportions premiums paid to all health plans according to health severity and certain demographic factors. The CMS risk adjustment model provides higher per member payments for enrollees diagnosed with certain conditions and lower payments for enrollees who are healthier. Under this risk adjustment methodology, CMS calculates the risk adjusted premium payment using diagnosis and encounter data from hospital inpatient, hospital outpatient and physician treatment settings. The Company and health care providers collect, capture and submit the necessary and available data to CMS within prescribed deadlines. The Company estimates risk adjustment premium revenues based upon the data submitted and expected to be submitted to CMS. Risk adjustment data for the Company\u2019s plans are subject to review by the government, including audit by regulators. See Note 12 for additional information regarding these audits."}
-{"_id": "UNH20230807", "title": "UNH Products and Services", "text": "For the Company\u2019s Optum Rx pharmacy care services business, the majority of revenues are derived from products sold through a contracted network of retail pharmacies or home delivery, specialty and community health pharmacies. Product revenues include the cost of pharmaceuticals (net of rebates), a negotiated dispensing fee and customer co-payments. Pharmacy products are billed to customers based on the number of transactions occurring during the billing period. Product revenues are recognized when the prescriptions are dispensed. The Company has entered into contracts in which it is primarily obligated to pay its network pharmacy providers for benefits provided to their customers regardless of whether the Company is paid. The Company is also involved in establishing the prices charged by retail pharmacies, determining which drugs will be included in formulary listings and selecting which retail pharmacies will be included in the network offered to plan sponsors\u2019 members and accordingly, product revenues are reported on a gross basis."}
-{"_id": "UNH20230808", "title": "UNH Products and Services", "text": "Services revenue includes a number of services and products sold through Optum. Optum Health\u2019s service revenues include net patient service revenues recorded based upon established billing rates, less allowances for contractual adjustments, and are recognized as services are provided. For its financial services offerings, Optum Health charges fees and earns investment income on managed funds. Optum Insight provides software and information products, advisory consulting arrangements and managed services outsourcing contracts, which may be delivered over several years. Optum Insight revenues are generally recognized over time and measured each period based on the progress to date as services are performed or made available to customers."}
-{"_id": "UNH20230809", "title": "UNH Products and Services", "text": "Services revenue also consists of fees derived from services performed for customers who self-insure the health care costs of their employees and employees\u2019 dependents. Under service fee contracts, the Company receives a monthly fixed fee per employee, which is recognized as revenue as the Company performs, or makes available, the applicable services to the customer. The customers retain the risk of financing health care costs for their employees and employees\u2019 dependents, and the Company administers the payment of customer funds to physicians and other health care professionals from customer-funded bank accounts. As the Company has neither the obligation for funding the health care costs, nor the primary responsibility for providing the medical care, the Company does not recognize premium revenue and medical costs for these contracts in its Consolidated Financial Statements. For these fee-based customer arrangements, the Company provides coordination and facilitation of medical services; transaction processing; customer, consumer and care professional services; and access to contracted networks of physicians, hospitals and other health care professionals. These services are performed throughout the contract period."}
-{"_id": "UNH20230810", "title": "UNH Products and Services", "text": "As of December 31, 2023 and 2022, accounts receivables related to products and services were $8.6 billion and $7.1 billion, respectively. In 2023 and 2022, the Company had no material bad-debt expense and there were no material contract assets, contract liabilities or deferred contract costs recorded on the Consolidated Balance Sheets as of December 31, 2023 or 2022."}
-{"_id": "UNH20230811", "title": "UNH Products and Services", "text": "For the years ended December 31, 2023, 2022 and 2021, revenue recognized from performance obligations related to prior periods (for example, due to changes in transaction price) was not material."}
-{"_id": "UNH20230812", "title": "UNH Products and Services", "text": "As of December 31, 2023, revenue expected to be recognized in any future year related to remaining performance obligations, excluding revenue pertaining to contracts having an original expected duration of one year or less, contracts where revenue is recognized as invoiced and contracts with variable consideration related to undelivered performance obligations, was $11.8 billion, of which approximately half is expected to be recognized in the next three years."}
-{"_id": "UNH20230813", "title": "UNH Products and Services", "text": "See Note 14 for disaggregation of revenue by segment and type."}
-{"_id": "UNH20230815", "title": "UNH Medical Costs and Medical Costs Payable", "text": "The Company\u2019s estimate of medical costs payable represents management\u2019s best estimate of its liability for unpaid medical costs as of December 31, 2023."}
-{"_id": "UNH20230816", "title": "UNH Medical Costs and Medical Costs Payable", "text": "Each period, the Company re-examines previously established medical costs payable estimates based on actual claim submissions and other changes in facts and circumstances. As more complete claim information becomes available, the Company adjusts the amount of the estimates and includes the changes in estimates in medical costs in the period in which the change is identified. Approximately 90% of claims related to medical care services are known and settled within 90 days from the date of service and substantially all within twelve months."}
-{"_id": "UNH20230818", "title": "UNH Medical Costs and Medical Costs Payable", "text": "Medical costs and medical costs payable include estimates of the Company\u2019s obligations for medical care services rendered on behalf of consumers, but for which claims have either not yet been received, processed, or paid. The Company develops estimates for medical care services incurred but not reported (IBNR), which includes estimates for claims which have not been received or fully processed, using an actuarial process consistently applied, centrally controlled and automated. The actuarial models consider factors such as time from date of service to claim processing, seasonal variances in medical care consumption, health care professional contract rate changes, care activity and other medical cost trends, membership volume and"}
-{"_id": "UNH20230819", "title": "UNH Medical Costs and Medical Costs Payable", "text": "demographics, the introduction of new technologies, benefit plan changes and business mix changes related to products, customers and geography."}
-{"_id": "UNH20230820", "title": "UNH Medical Costs and Medical Costs Payable", "text": "In developing its medical costs payable estimates, the Company applies different estimation methods depending on which incurred claims are being estimated. For the most recent two months, the Company estimates claim costs incurred by applying observed medical cost trend factors to the average per member per month medical costs incurred in prior months for which more complete claim data are available, supplemented by a review of near-term completion factors (actuarial estimates, based upon historical experience and analysis of current trends, of the percentage of incurred claims during a given period adjudicated by the Company at the date of estimation). For months prior to the most recent two months, the Company applies the completion factors to actual claims adjudicated-to-date to estimate the expected amount of ultimate incurred claims for those months."}
-{"_id": "UNH20230822", "title": "UNH Cost of Products Sold", "text": "The Company\u2019s cost of products sold includes the cost of pharmaceuticals dispensed to unaffiliated customers either directly at its home delivery, specialty and community pharmacy locations, or indirectly through its nationwide network of participating pharmacies. Rebates attributable to unaffiliated clients are accrued as rebates receivable and a reduction of cost of products sold, with a corresponding payable for the amounts of the rebates to be remitted to those unaffiliated clients in accordance with their contracts and recorded in the Consolidated Statements of Operations as a reduction of product revenue. Cost of products sold also includes the cost of personnel to support the Company\u2019s transaction processing services, system sales, maintenance and professional services."}
-{"_id": "UNH20230824", "title": "UNH Cash, Cash Equivalents and Investments", "text": "Cash and cash equivalents are highly liquid investments having an original maturity of three months or less. The fair value of cash and cash equivalents approximates their carrying value because of the short maturity of the instruments. Investments with maturities of less than one year are classified as short-term. Because of regulatory requirements, certain investments are included in long-term investments regardless of their maturity date. The Company classifies these investments as held-to-maturity and reports them at amortized cost. Substantially all other investments are classified as available-for-sale and reported at fair value based on quoted market prices, where available. Equity investments are measured at fair value, with certain exceptions where the Company has elected to measure investments with unobservable inputs at cost, subject to fair value adjustments upon an impairment or a transaction of the same or similar security. Changes in fair value of equity investments are recognized in net earnings."}
-{"_id": "UNH20230825", "title": "UNH Cash, Cash Equivalents and Investments", "text": "The Company excludes unrealized gains and losses on available-for-sale debt securities from net earnings and reports them as comprehensive income and, net of income tax effects, as a separate component of equity. To calculate realized gains and losses on the sale of debt securities, the Company specifically identifies the cost of each investment sold."}
-{"_id": "UNH20230826", "title": "UNH Cash, Cash Equivalents and Investments", "text": "The Company evaluates an available-for-sale debt security for credit-related impairment by considering the present value of expected cash flows relative to a security\u2019s amortized cost, the extent to which fair value is less than amortized cost, the financial condition and near-term prospects of the issuer and specific events or circumstances which may influence the operations of the issuer. Credit-related impairments are recorded as an allowance, with an offset to investment and other income. Non-credit related impairments are recorded through other comprehensive income. If the Company intends to sell an impaired security, or will likely be required to sell a security before recovery of the entire amortized cost, the entire impairment is included in net earnings."}
-{"_id": "UNH20230827", "title": "UNH Cash, Cash Equivalents and Investments", "text": "New information and the passage of time can change these judgments. The Company manages its investment portfolio to limit its exposure to any one issuer or market sector, and largely limits its investments to investment grade quality."}
-{"_id": "UNH20230829", "title": "UNH Assets Under Management", "text": "The Company provides health insurance products and services to members of AARP under a Supplemental Health Insurance Program (the AARP Program) and to AARP members and non-members under separate Medicare Advantage and Medicare Part D arrangements. The products and services under the AARP Program include supplemental Medicare benefits, hospital indemnity insurance, including insurance for individuals between 50 to 64 years of age, and other related products."}
-{"_id": "UNH20230831", "title": "UNH Assets Under Management", "text": "Pursuant to the Company\u2019s agreement with AARP, program assets are managed separately from the Company\u2019s general investment portfolio and are used to pay costs associated with the AARP Program. These assets are invested at the Company\u2019s discretion, within investment guidelines approved by AARP. The Company does not guarantee any rates of return on these investments and, upon any transfer of the AARP Program contract to another entity, the Company would transfer cash equal in amount to the fair value of these investments at the date of transfer to the entity. Because the purpose of these assets is to fund the medical costs payable, the rate stabilization fund (RSF) liabilities and other related liabilities associated with this AARP contract, assets under management are classified as current assets, consistent with the classification of these liabilities."}
-{"_id": "UNH20230832", "title": "UNH Assets Under Management", "text": "The effects of changes in other balance sheet amounts associated with the AARP Program also accrue to the overall benefit of the AARP policyholders through the RSF balance. Accordingly, the Company excludes the effect of such changes in its Consolidated Statements of Cash Flows."}
-{"_id": "UNH20230834", "title": "UNH Other Current Receivables", "text": "Other current receivables include amounts due from pharmaceutical manufacturers for rebates and Medicare Part D drug discounts, accrued interest and other miscellaneous amounts due to the Company."}
-{"_id": "UNH20230835", "title": "UNH Other Current Receivables", "text": "The Company\u2019s pharmacy care services businesses contract with pharmaceutical manufacturers, some of which provide rebates based on use of the manufacturers\u2019 products by its affiliated and unaffiliated clients. The Company accrues rebates as they are earned by its clients on a monthly basis based on the terms of the applicable contracts, historical data and current estimates. The pharmacy care services businesses bill these rebates to the manufacturers on a monthly or quarterly basis depending on the contractual terms and record rebates attributable to affiliated clients as a reduction to medical costs. The Company generally receives rebates two to five months after billing. As of December 31, 2023 and 2022, total pharmaceutical manufacturer rebates receivable included in other receivables in the Consolidated Balance Sheets amounted to $11.0 billion and $8.2 billion, respectively."}
-{"_id": "UNH20230837", "title": "UNH Prepaid Expenses and Other Current Assets", "text": "Prepaid expenses and other current assets included pharmaceutical drug and supplies inventory of $2.8 billion and $3.5 billion as of December 31, 2023 and 2022, respectively."}
-{"_id": "UNH20230839", "title": "UNH Property, Equipment and Capitalized Software", "text": "Property, equipment and capitalized software are stated at cost, net of accumulated depreciation and amortization. Capitalized software consists of certain costs incurred in the development of internal-use software, including external direct costs of materials and services and applicable payroll costs of employees devoted to specific software development."}
-{"_id": "UNH20230840", "title": "UNH Property, Equipment and Capitalized Software", "text": "The Company calculates depreciation and amortization using the straight-line method over the estimated useful lives of the assets. The useful lives for property, equipment and capitalized software are: Furniture, fixtures and equipment 3 to 10 years"}
-{"_id": "UNH20230843", "title": "UNH Capitalized software 3 to 5 years", "text": "Leasehold improvements are depreciated over the shorter of the remaining lease term or their estimated useful economic life."}
-{"_id": "UNH20230845", "title": "UNH Operating Leases", "text": "The Company leases facilities and equipment under long-term operating leases which are non-cancelable and expire on various dates. At the lease commencement date, lease right-of-use (ROU) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term, which includes all fixed obligations arising from the lease contract. If an interest rate is not implicit in a lease, the Company utilizes its incremental borrowing rate for a period closely matching the lease term."}
-{"_id": "UNH20230846", "title": "UNH Operating Leases", "text": "The Company\u2019s ROU assets are included in other assets, and lease liabilities are included in other current liabilities and other liabilities in the Company\u2019s Consolidated Balance Sheet."}
-{"_id": "UNH20230848", "title": "UNH Goodwill", "text": "To determine whether goodwill is impaired, annually or more frequently if needed, the Company performs impairment tests. The Company may first assess qualitative factors to determine if it is more likely than not the carrying value of a reporting unit exceeds its estimated fair value. The Company may also elect to skip the qualitative testing and proceed directly to the quantitative testing. When performing quantitative testing, the Company first estimates the fair values of its reporting units using discounted cash flows. To determine fair values, the Company must make assumptions about a wide variety of internal and external factors. Significant assumptions used in the impairment analysis include financial projections of free cash flow (including significant assumptions about operations, capital levels and income taxes), long-term growth rates for determining terminal value and discount rates. Comparative market multiples are used to corroborate the results of the discounted cash flow test. If the fair value is less than the carrying value of the reporting unit, an impairment is recognized for the difference, up to the carrying amount of goodwill."}
-{"_id": "UNH20230850", "title": "UNH Goodwill", "text": "There was no impairment of goodwill during the years ended December 31, 2023, 2022 and 2021."}
-{"_id": "UNH20230852", "title": "UNH Intangible Assets", "text": "The Company\u2019s finite-lived intangible assets are subject to impairment tests when events or circumstances indicate an intangible asset (or asset group) may be impaired. The Company\u2019s indefinite-lived intangible assets are also tested for impairment annually. There was no impairment of intangible assets during the years ended December 31, 2023, 2022 and 2021."}
-{"_id": "UNH20230854", "title": "UNH Other Current Liabilities", "text": "Other current liabilities include health savings account deposits ($13.5 billion as of December 31, 2023 and 2022), accruals for premium rebates payable, the RSF associated with the AARP Program, the current portion of future policy benefits and customer balances."}
-{"_id": "UNH20230856", "title": "UNH Policy Acquisition Costs", "text": "The Company\u2019s short duration health insurance contracts typically have a one-year term and may be canceled by the customer with at least 30 days\u2019 notice. Costs related to the acquisition and renewal of short duration customer contracts are primarily charged to expense as incurred."}
-{"_id": "UNH20230866", "title": "UNH Redeemable Noncontrolling Interests", "text": "Redeemable noncontrolling interests in the Company\u2019s subsidiaries whose redemption is outside of the Company\u2019s control are classified as temporary equity. These interests primarily relate to put options on unowned shares, which are typically redeemable at fair value after a certain time period. The Company accretes changes in the redemption value to the earliest redemption date utilizing the interest method. If all interests were currently redeemable, the difference between the carrying value and the estimated redemption value is not material. The following table provides details of the Company's redeemable noncontrolling interests\u2019 activity for the years ended December 31, 2023 and 2022: (in millions)####2023####2022 Redeemable noncontrolling interests, beginning of period##$##4,897##$##1,434 Net earnings####188####113 Acquisitions####122####3,108 Redemptions####(730)####(176) Distributions####(144)####(82) Fair value and other adjustments####165####500 Redeemable noncontrolling interests, end of period##$##4,498##$##4,897"}
-{"_id": "UNH20230868", "title": "UNH Share-Based Compensation", "text": "The Company recognizes compensation expense for share-based awards, including stock options and restricted stock and restricted stock units (collectively, restricted shares), on a straight-line basis over the related service period (generally the vesting period) of the award, or to an employee\u2019s eligible retirement date under the award agreement, if earlier. Restricted shares vest ratably, primarily over four years, and compensation expense related to restricted shares is based on the share price on the date of grant. Stock options vest ratably primarily over four years and may be exercised up to 10 years from the date of grant. Compensation expense related to stock options is based on the fair value at the date of grant, which is estimated on the date of grant using a binomial option-pricing model. Under the Company\u2019s Employee Stock Purchase Plan (ESPP), eligible employees are allowed to purchase the Company\u2019s stock at a discounted price, which is 90% of the market price of the Company\u2019s common stock at the end of the six-month purchase period. Share-based compensation expense for all programs is recognized in operating costs in the Consolidated Statements of Operations."}
-{"_id": "UNH20230871", "title": "UNH Net Earnings Per Common Share", "text": "The Company computes basic earnings per common share attributable to UnitedHealth Group common shareholders by dividing net earnings attributable to UnitedHealth Group common shareholders by the weighted-average number of common shares outstanding during the period. The Company determines diluted net earnings per common share attributable to UnitedHealth Group common shareholders using the weighted-average number of common shares outstanding during the period, adjusted for potentially dilutive shares associated with stock options, restricted shares and the ESPP (collectively, common stock equivalents), using the treasury stock method. The treasury stock method assumes a hypothetical issuance of shares to settle the share-based awards, with the assumed proceeds used to purchase common stock at the average market price for the period. Assumed proceeds include the amount the employee must pay upon exercise and the average unrecognized compensation cost. The difference between the number of shares assumed issued and number of shares assumed purchased represents the dilutive shares."}
-{"_id": "UNH20230902", "title": "UNH 3. Investments", "text": "A summary of debt securities by major security type is as follows: (in millions)####Amortized Cost####Gross Unrealized Gains####Gross Unrealized Losses####Fair Value December 31, 2023################ Debt securities - available-for-sale:################ U.S. government and agency obligations##$##4,674##$##3##$##(234)##$##4,443 State and municipal obligations####7,636####39####(322)####7,353 Corporate obligations####23,136####67####(1,186)####22,017 U.S. agency mortgage-backed securities####8,982####22####(708)####8,296 Non-U.S. agency mortgage-backed securities####3,023####3####(240)####2,786 Total debt securities - available-for-sale####47,451####134####(2,690)####44,895 Debt securities - held-to-maturity:################ U.S. government and agency obligations####506####1####(6)####501 State and municipal obligations####28####\u2014####(2)####26 Corporate obligations####69####\u2014####\u2014####69 Total debt securities - held-to-maturity####603####1####(8)####596 Total debt securities##$##48,054##$##135##$##(2,698)##$##45,491 December 31, 2022################ Debt securities - available-for-sale:################ U.S. government and agency obligations##$##4,093##$##1##$##(285)##$##3,809 State and municipal obligations####7,702####25####(479)####7,248 Corporate obligations####23,675####17####(1,798)####21,894 U.S. agency mortgage-backed securities####7,379####15####(808)####6,586 Non-U.S. agency mortgage-backed securities####3,077####1####(294)####2,784 Total debt securities - available-for-sale####45,926####59####(3,664)####42,321 Debt securities - held-to-maturity:################ U.S. government and agency obligations####578####\u2014####(14)####564 State and municipal obligations####29####\u2014####(3)####26 Corporate obligations####89####\u2014####\u2014####89 Total debt securities - held-to-maturity####696####\u2014####(17)####679 Total debt securities##$##46,622##$##59##$##(3,681)##$##43,000"}
-{"_id": "UNH20230903", "title": "UNH 3. Investments", "text": "Nearly all of the Company\u2019s investments in mortgage-backed securities were rated \u201cDouble A\u201d or better as of December 31, 2023."}
-{"_id": "UNH20230905", "title": "UNH 3. Investments", "text": "The Company held $4.9 billion and $3.7 billion of equity securities as of December 31, 2023 and 2022, respectively. The Company\u2019s investments in equity securities primarily consist of venture investments, employee savings plan related investments and shares of Brazilian real denominated fixed-income funds with readily determinable fair values. Additionally, the Company\u2019s investments included $1.4 billion and $1.5 billion of equity method investments primarily in operating businesses in the health care sector, as of December 31, 2023 and 2022, respectively. The allowance for credit losses on held-to-maturity securities as of December 31, 2023 and 2022 was not material."}
-{"_id": "UNH20230915", "title": "UNH 3. Investments", "text": "The amortized cost and fair value of debt securities as of December 31, 2023, by contractual maturity, were as follows: ######Available-for-Sale##########Held-to-Maturity#### (in millions)####Amortized Cost######Fair Value####Amortized Cost######Fair Value Due in one year or less##$##4,286####$##4,260##$##313####$##310 Due after one year through five years####15,124######14,556####246######244 Due after five years through ten years####10,844######10,036####26######25 Due after ten years####5,192######4,961####18######17 U.S. agency mortgage-backed securities####8,982######8,296####\u2014######\u2014 Non-U.S. agency mortgage-backed securities####3,023######2,786####\u2014######\u2014 Total debt securities##$##47,451####$##44,895##$##603####$##596"}
-{"_id": "UNH20230932", "title": "UNH 3. Investments", "text": "The fair value of available-for-sale debt securities with gross unrealized losses by major security type and length of time that individual securities have been in a continuous unrealized loss position were as follows: ######Less Than 12 Months##########12 Months or Greater##########Total#### (in millions)####Fair Value######Gross Unrealized Losses####Fair Value######Gross Unrealized Losses####Fair Value######Gross Unrealized Losses December 31, 2023############################## U.S. government and agency obligations##$##1,270####$##(7)##$##2,077####$##(227)##$##3,347####$##(234) State and municipal obligations####907######(7)####4,063######(315)####4,970######(322) Corporate obligations####1,826######(17)####14,696######(1,169)####16,522######(1,186) U.S. agency mortgage-backed securities####1,337######(12)####5,069######(696)####6,406######(708) Non-U.S. agency mortgage-backed securities####279######(6)####2,202######(234)####2,481######(240) Total debt securities - available-for-sale##$##5,619####$##(49)##$##28,107####$##(2,641)##$##33,726####$##(2,690) December 31, 2022############################## U.S. government and agency obligations##$##2,007####$##(96)##$##1,290####$##(189)##$##3,297####$##(285) State and municipal obligations####4,630######(288)####1,178######(191)####5,808######(479) Corporate obligations####13,003######(893)####6,637######(905)####19,640######(1,798) U.S. agency mortgage-backed securities####3,561######(345)####2,239######(463)####5,800######(808) Non-U.S. agency mortgage-backed securities####1,698######(128)####976######(166)####2,674######(294) Total debt securities - available-for-sale##$##24,899####$##(1,750)##$##12,320####$##(1,914)##$##37,219####$##(3,664)"}
-{"_id": "UNH20230933", "title": "UNH 3. Investments", "text": "The Company\u2019s unrealized losses from all securities as of December 31, 2023 were generated from approximately 30,000 positions out of a total of 40,000 positions. The Company believes it will timely collect the principal and interest due on its debt securities that have an amortized cost in excess of fair value. The unrealized losses were primarily caused by interest rate increases and not by unfavorable changes in the credit quality associated with these securities which impacted the Company\u2019s assessment on collectability of principal and interest. At each reporting period, the Company evaluates available-for-sale debt securities for any credit-related impairment when the fair value of the investment is less than its amortized cost. The Company evaluated the expected cash flows, the underlying credit quality and credit ratings of the issuers, noting no significant credit deterioration since purchase. As of December 31, 2023, the Company did not have the intent to sell any of the securities in an unrealized loss position. Therefore, the Company believes these losses to be temporary. The allowance for credit losses on available-for-sale debt securities as of December 31, 2023 and 2022 was not material."}
-{"_id": "UNH20230936", "title": "UNH 4. Fair Value", "text": "Certain assets and liabilities are measured at fair value in the Consolidated Financial Statements or have fair values disclosed in the Notes to the Consolidated Financial Statements. These assets and liabilities are classified into one of three levels of a hierarchy defined by GAAP. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement is categorized in its entirety based on the lowest level input which is significant to the fair value measurement in its entirety. The Company\u2019s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability."}
-{"_id": "UNH20230937", "title": "UNH 4. Fair Value", "text": "The fair value hierarchy is summarized as follows:"}
-{"_id": "UNH20230938", "title": "UNH 4. Fair Value", "text": "Level 1 \u2014 Quoted prices (unadjusted) for identical assets/liabilities in active markets."}
-{"_id": "UNH20230943", "title": "UNH 4. Fair Value", "text": "Level 2 \u2014 Other observable inputs, either directly or indirectly, including: \u2022Quoted prices for similar assets/liabilities in active markets; \u2022Quoted prices for identical or similar assets/liabilities in inactive markets (e.g., few transactions, limited information, noncurrent prices, high variability over time); \u2022Inputs other than quoted prices observable for the asset/liability (e.g., interest rates, yield curves, implied volatilities, credit spreads); and \u2022Inputs corroborated by other observable market data."}
-{"_id": "UNH20230944", "title": "UNH 4. Fair Value", "text": "Level 3 \u2014 Unobservable inputs cannot be corroborated by observable market data."}
-{"_id": "UNH20230945", "title": "UNH 4. Fair Value", "text": "There were no transfers in or out of Level 3 financial assets or liabilities during the years ended December 31, 2023 or 2022."}
-{"_id": "UNH20230946", "title": "UNH 4. Fair Value", "text": "Nonfinancial assets and liabilities or financial assets and liabilities measured at fair value on a nonrecurring basis are subject to fair value adjustments only in certain circumstances, such as when the Company records an impairment. For the years ended December 31, 2023, 2022 and 2021, the Company recognized $276 million, $211 million and $840 million respectively, of unrealized gains in investment and other income related to fair value adjustments on equity securities primarily in the Company\u2019s venture portfolio, based upon transactions of the same or similar security. There were no other significant fair value adjustments for these assets and liabilities recorded during the years ended December 31, 2023, 2022 or 2021."}
-{"_id": "UNH20230947", "title": "UNH 4. Fair Value", "text": "The following methods and assumptions were used to estimate the fair value and determine the fair value hierarchy classification of each class of financial instrument included in the tables below:"}
-{"_id": "UNH20230948", "title": "UNH 4. Fair Value", "text": "Cash and Cash Equivalents. The carrying value of cash and cash equivalents approximates fair value as maturities are less than three months. Fair values of cash equivalent instruments which do not trade on a regular basis in active markets are classified as Level 2."}
-{"_id": "UNH20230949", "title": "UNH 4. Fair Value", "text": "Debt and Equity Securities. Fair values of debt securities and equity securities reported at fair value on a recurring basis are based on quoted market prices, where available. The Company obtains one price for each security primarily from a third-party pricing service (pricing service), which generally uses quoted or other observable inputs for the determination of fair value. The pricing service normally derives the security prices through recently reported trades for identical or similar securities, and, if necessary, makes adjustments through the reporting date based upon available observable market information. For securities not actively traded, the pricing service may use quoted market prices of comparable instruments or discounted cash flow analyses, incorporating inputs currently observable in the markets for similar securities. Inputs often used in the valuation methodologies include, but are not limited to, benchmark yields, credit spreads, default rates, prepayment speeds and nonbinding broker quotes. As the Company is responsible for the determination of fair value, it performs quarterly analyses on the prices received from the pricing service to determine whether the prices are reasonable estimates of fair value. Specifically, the Company compares the prices received from the pricing service to prices reported by a secondary pricing source, such as its custodian, its investment consultant and third-party investment advisors. Additionally, the Company compares changes in the reported market values and returns to relevant market indices to test the reasonableness of the reported prices. The Company\u2019s internal price verification procedures and reviews of fair value methodology documentation provided by independent pricing services have not historically resulted in adjustment to the prices obtained from the pricing service."}
-{"_id": "UNH20230950", "title": "UNH 4. Fair Value", "text": "Fair values of debt securities which do not trade on a regular basis in active markets but are priced using other observable inputs are classified as Level 2."}
-{"_id": "UNH20230951", "title": "UNH 4. Fair Value", "text": "Fair value estimates for Level 1 and Level 2 equity securities reported at fair value on a recurring basis are based on quoted market prices for actively traded equity securities and/or other market data for the same or comparable instruments and transactions in establishing the prices."}
-{"_id": "UNH20230952", "title": "UNH 4. Fair Value", "text": "The fair values of Level 3 investments in corporate bonds, which are not a significant portion of our investments, are estimated using valuation techniques relying heavily on management assumptions and qualitative observations."}
-{"_id": "UNH20230953", "title": "UNH 4. Fair Value", "text": "Throughout the procedures discussed above in relation to the Company\u2019s processes for validating third-party pricing information, the Company validates the understanding of assumptions and inputs used in security pricing and determines the proper classification in the hierarchy based on such understanding."}
-{"_id": "UNH20230955", "title": "UNH 4. Fair Value", "text": "Assets Under Management. Assets under management consists of debt securities and other investments held to fund costs associated with the AARP Program and are priced and classified using the same methodologies as the Company\u2019s investments in debt and equity securities."}
-{"_id": "UNH20230956", "title": "UNH 4. Fair Value", "text": "Long-Term Debt. The fair values of the Company\u2019s long-term debt are estimated and classified using the same methodologies as the Company\u2019s investments in debt securities."}
-{"_id": "UNH20230984", "title": "UNH 4. Fair Value", "text": "The following table presents a summary of fair value measurements by level and carrying values for items measured at fair value on a recurring basis in the Consolidated Balance Sheets: (in millions)####Quoted Prices in Active Markets (Level 1)######Other Observable Inputs (Level 2)######Unobservable Inputs (Level 3)######Total Fair and Carrying Value## December 31, 2023######################## Cash and cash equivalents##$##25,345####$##82####$##\u2014####$##25,427## Debt securities - available-for-sale:######################## U.S. government and agency obligations####4,167######276######\u2014######4,443## State and municipal obligations####\u2014######7,353######\u2014######7,353## Corporate obligations####15######21,800######202######22,017## U.S. agency mortgage-backed securities####\u2014######8,296######\u2014######8,296## Non-U.S. agency mortgage-backed securities####\u2014######2,786######\u2014######2,786## Total debt securities - available-for-sale####4,182######40,511######202######44,895## Equity securities####2,468######16######69######2,553## Assets under management####1,505######2,140######110######3,755## Total assets at fair value##$##33,500####$##42,749####$##381####$##76,630## Percentage of total assets at fair value####44##%####55##%####1##%####100##% December 31, 2022######################## Cash and cash equivalents##$##23,202####$##163####$##\u2014####$##23,365## Debt securities - available-for-sale:######################## U.S. government and agency obligations####3,505######304######\u2014######3,809## State and municipal obligations####\u2014######7,248######\u2014######7,248## Corporate obligations####7######21,695######192######21,894## U.S. agency mortgage-backed securities####\u2014######6,586######\u2014######6,586## Non-U.S. agency mortgage-backed securities####\u2014######2,784######\u2014######2,784## Total debt securities - available-for-sale####3,512######38,617######192######42,321## Equity securities####2,043######35######70######2,148## Assets under management####1,788######2,203######96######4,087## Total assets at fair value##$##30,545####$##41,018####$##358####$##71,921## Percentage of total assets at fair value####42##%####57##%####1##%####100##%"}
-{"_id": "UNH20230992", "title": "UNH 4. Fair Value", "text": "The following table presents a summary of fair value measurements by level and carrying values for certain financial instruments not measured at fair value on a recurring basis in the Consolidated Balance Sheets: (in millions)####Quoted Prices in Active Markets (Level 1)####Other Observable Inputs (Level 2)####Unobservable Inputs (Level 3)####Total Fair Value####Total Carrying Value December 31, 2023#################### Debt securities - held-to-maturity##$##524##$##72##$##\u2014##$##596##$##603 Long-term debt and other financing obligations##$##\u2014##$##59,851##$##\u2014##$##59,851##$##61,449 December 31, 2022#################### Debt securities - held-to-maturity##$##577##$##102##$##\u2014##$##679##$##696 Long-term debt and other financing obligations##$##\u2014##$##53,626##$##\u2014##$##53,626##$##56,823"}
-{"_id": "UNH20230994", "title": "UNH 4. Fair Value", "text": "The carrying amounts reported on the Consolidated Balance Sheets for other current financial assets and liabilities approximate fair value because of their short-term nature. These assets and liabilities are not listed in the table above."}
-{"_id": "UNH20231007", "title": "UNH 5. Property, Equipment and Capitalized Software", "text": "A summary of property, equipment and capitalized software is as follows: (in millions)####December 31, 2023####December 31, 2022 Land and improvements##$##712##$##697 Buildings and improvements####5,573####5,519 Computer equipment####2,007####2,093 Furniture and fixtures####2,375####2,113 Less accumulated depreciation####(4,210)####(4,499) Property and equipment, net####6,457####5,923 Capitalized software####7,822####6,636 Less accumulated amortization####(2,829)####(2,431) Capitalized software, net####4,993####4,205 Total property, equipment and capitalized software, net##$##11,450##$##10,128"}
-{"_id": "UNH20231008", "title": "UNH 5. Property, Equipment and Capitalized Software", "text": "Depreciation expense for property and equipment for the years ended December 31, 2023, 2022 and 2021 was $1.1 billion, $1.1 billion, and $1.0 billion, respectively. Amortization expense for capitalized software for the years ended December 31, 2023, 2022 and 2021 was $1.2 billion, $1.0 billion and $0.9 billion, respectively."}
-{"_id": "UNH20231018", "title": "UNH 6. Goodwill and Other Intangible Assets", "text": "Changes in the carrying amount of goodwill, by reportable segment, were as follows: (in millions)####UnitedHealthcare####Optum Health####Optum Insight####Optum Rx####Consolidated Balance at January 1, 2022##$##27,389##$##24,224##$##8,619##$##15,563##$##75,795 Acquisitions####19####5,158####8,623####3,910####17,710 Foreign currency effects and other adjustments, net####(13)####(144)####2####2####(153) Balance at December 31, 2022####27,395####29,238####17,244####19,475####93,352 Acquisitions####296####8,023####1,802####\u2014####10,121 Foreign currency effects and other adjustments, net####187####(182)####261####(7)####259 Balance at December 31, 2023##$##27,878##$##37,079##$##19,307##$##19,468##$##103,732"}
-{"_id": "UNH20231027", "title": "UNH 6. Goodwill and Other Intangible Assets", "text": "The gross carrying value, accumulated amortization and net carrying value of other intangible assets were as follows: ########December 31, 2023############December 31, 2022#### (in millions)####Gross Carrying Value####Accumulated Amortization####Net Carrying Value####Gross Carrying Value####Accumulated Amortization####Net Carrying Value Customer-related##$##16,636##$##(5,909)##$##10,727##$##16,303##$##(5,179)##$##11,124 Trademarks and technology####2,508####(958)####1,550####2,398####(704)####1,694 Operating licenses and certificates, trademarks and other indefinite-lived####2,116####\u2014####2,116####661####\u2014####661 Other####1,213####(412)####801####1,176####(254)####922 Total##$##22,473##$##(7,279)##$##15,194##$##20,538##$##(6,137)##$##14,401"}
-{"_id": "UNH20231036", "title": "UNH 6. Goodwill and Other Intangible Assets", "text": "The acquisition date fair values and weighted-average useful lives assigned to intangible assets acquired in business combinations consisted of the following by year of acquisition: ######2023########2022## (in millions, except years)####Fair Value####Weighted-Average Useful Life####Fair Value####Weighted-Average Useful Life Customer-related##$##477####12 years##$##3,927####15 years Trademarks and technology####226####5 years####1,058####6 years Other####44####9 years####776####13 years Total acquired finite-lived##$##747####9 years##$##5,761####13 years Total acquired indefinite-lived - operating licenses and certificates, trademarks and other####1,427########53#### Total acquired intangible assets##$##2,174######$##5,814####"}
-{"_id": "UNH20231043", "title": "UNH 6. Goodwill and Other Intangible Assets", "text": "Estimated full year amortization expense relating to intangible assets for each of the next five years ending December 31 is as follows: (in millions)#### 2024##$##1,609 2025####1,480 2026####1,328 2027####1,265 2028####1,187"}
-{"_id": "UNH20231044", "title": "UNH 6. Goodwill and Other Intangible Assets", "text": "Amortization expense relating to intangible assets for the years ended December 31, 2023, 2022 and 2021 was $1.6 billion, $1.3 billion and $1.2 billion, respectively."}
-{"_id": "UNH20231058", "title": "UNH 7. Medical Costs Payable", "text": "The following table shows the components of the change in medical costs payable for the years ended December 31: (in millions)####2023####2022####2021 Medical costs payable, beginning of period##$##29,056##$##24,483##$##21,872 Acquisitions####1####308####88 Reported medical costs:############ Current year####242,734####211,252####188,631 Prior years####(840)####(410)####(1,720) Total reported medical costs####241,894####210,842####186,911 Medical payments:############ Payments for current year####(211,380)####(184,049)####(165,524) Payments for prior years####(27,176)####(22,528)####(18,864) Total medical payments####(238,556)####(206,577)####(184,388) Medical costs payable, end of period##$##32,395##$##29,056##$##24,483"}
-{"_id": "UNH20231059", "title": "UNH 7. Medical Costs Payable", "text": "For the years ended December 31, 2023 and 2022 , prior years\u2019 medical cost reserve development included no individual factors that were significant. For the year ended December 31, 2021, prior years\u2019 medical cost reserve development was primarily driven by lower than expected care activity and care patterns disrupted by COVID-19."}
-{"_id": "UNH20231061", "title": "UNH 7. Medical Costs Payable", "text": "Medical costs payable included IBNR of $22.3 billion and $20.0 billion at December 31, 2023 and 2022, respectively. Substantially all of the IBNR balance as of December 31, 2023 relates to the current year."}
-{"_id": "UNH20231077", "title": "UNH 7. Medical Costs Payable", "text": "The following is information about incurred and paid medical cost development as of December 31, 2023: ######Net Incurred Medical Costs#### (in millions)######For the Years Ended December 31,#### Year####2022######2023 2022##$##211,252####$##210,476 2023##########242,734 Total########$##453,210 ######Net Cumulative Medical Payments#### (in millions)######For the Years Ended December 31,#### Year####2022######2023 2022##$##(184,049)####$##(209,564) 2023##########(211,380) Total##########(420,944) Net remaining outstanding liabilities prior to 2022##########129 Total medical costs payable########$##32,395"}
-{"_id": "UNH20231146", "title": "UNH 8. Short-Term Borrowings and Long-Term Debt", "text": "Short-term borrowings and senior unsecured long-term debt consisted of the following: ######Carrying Value as of December 31,#### (in millions, except percentages)####2023######2022 Commercial paper##$##1,088####$##800 $625 million 2.750% notes due February 2023####\u2014######622 $750 million 2.875% notes due March 2023####\u2014######746 $750 million 3.500% notes due June 2023####\u2014######750 $750 million 3.500% notes due February 2024####750######749 $1,000 million 0.550% notes due May 2024####999######998 $750 million 2.375% notes due August 2024####750######749 $500 million 5.000% notes due October 2024####499######499 $2,000 million 3.750% notes due July 2025####1,997######1,995 $750 million 5.150% notes due October 2025####748######747 $300 million 3.700% notes due December 2025####299######299 $500 million 1.250% notes due January 2026####498######498 $1,000 million 3.100% notes due March 2026####998######998 $1,000 million 1.150% notes due May 2026####924######893 $750 million 3.450% notes due January 2027####748######748 $625 million 3.375% notes due April 2027####622######622 $600 million 3.700% notes due May 2027####598######597 $950 million 2.950% notes due October 2027####944######943 $1,000 million 5.250% notes due February 2028####1,011######1,008 $1,150 million 3.850% notes due June 2028####1,146######1,145 $850 million 3.875% notes due December 2028####846######845 $1,250 million 4.250% notes due January 2029####1,238######\u2014 $900 million 4.000% notes due May 2029####862######849 $1,000 million 2.875% notes due August 2029####908######886 $1,250 million 5.300% notes due February 2030####1,275######1,269 $1,250 million 2.000% notes due May 2030####1,238######1,237 $1,500 million 2.300% notes due May 2031####1,290######1,256 $1,500 million 4.200% notes due May 2032####1,412######1,393 $2,000 million 5.350% notes due February 2033####2,046######2,037 $1,500 million 4.500% notes due April 2033####1,463######\u2014 $1,000 million 4.625% notes due July 2035####1,014######993 $850 million 5.800% notes due March 2036####838######840 $500 million 6.500% notes due June 2037####491######493 $650 million 6.625% notes due November 2037####640######642 $1,100 million 6.875% notes due February 2038####1,078######1,079 $1,250 million 3.500% notes due August 2039####1,242######1,242 $1,000 million 2.750% notes due May 2040####968######967 $300 million 5.700% notes due October 2040####296######296 $350 million 5.950% notes due February 2041####346######346 $1,500 million 3.050% notes due May 2041####1,484######1,483 $600 million 4.625% notes due November 2041####590######590 $502 million 4.375% notes due March 2042####486######486 ######Carrying Value as of December 31,#### (in millions, except percentages)####2023######2022 $625 million 3.950% notes due October 2042####609######609 $750 million 4.250% notes due March 2043####736######736 $2,000 million 4.750% notes due July 2045####1,975######1,975 $750 million 4.200% notes due January 2047####739######739 $725 million 4.250% notes due April 2047####718######718 $950 million 3.750% notes due October 2047####935######935 $1,350 million 4.250% notes due June 2048####1,331######1,331 $1,100 million 4.450% notes due December 2048####1,087######1,087 $1,250 million 3.700% notes due August 2049####1,236######1,236 $1,250 million 2.900% notes due May 2050####1,211######1,210 $2,000 million 3.250% notes due May 2051####1,972######1,971 $2,000 million 4.750% notes due May 2052####1,966######1,965 $2,000 million 5.875% notes due February 2053####1,968######1,968 $2,000 million 5.050% notes due April 2053####1,969######\u2014 $1,250 million 3.875% notes due August 2059####1,229######1,228 $1,000 million 3.125% notes due May 2060####966######966 $1,000 million 4.950% notes due May 2062####981######981 $1,500 million 6.050% notes due February 2063####1,466######1,466 $1,750 million 5.200% notes due April 2063####1,709######\u2014 Total short-term borrowings and long-term debt##$##61,473####$##56,756"}
-{"_id": "UNH20231147", "title": "UNH 8. Short-Term Borrowings and Long-Term Debt", "text": "The Company\u2019s long-term debt obligations also included $1.1 billion and $0.9 billion of other financing obligations, of which $188 million and $192 million were current as of December 31, 2023 and 2022, respectively."}
-{"_id": "UNH20231155", "title": "UNH 8. Short-Term Borrowings and Long-Term Debt", "text": "Maturities of short-term borrowings and long-term debt for the years ending December 31 are as follows: (in millions)#### 2024##$##4,276 2025####3,224 2026####2,674 2027####3,099 2028####3,174 Thereafter####47,176"}
-{"_id": "UNH20231157", "title": "UNH Short-Term Borrowings", "text": "Commercial paper consists of short-duration, senior unsecured debt privately placed on a discount basis through broker-dealers. As of December 31, 2023, the Company\u2019s outstanding commercial paper had a weighted-average annual interest rate of 5.4%."}
-{"_id": "UNH20231158", "title": "UNH Short-Term Borrowings", "text": "The Company has $6.0 billion five-year, $6.0 billion three-year and $6.0 billion 364-day revolving bank credit facilities with 25 banks, which mature in December 2028, December 2026 and December 2024, respectively. These facilities provide full liquidity support for the Company\u2019s commercial paper program and are available for general corporate purposes. As of December 31, 2023, no amounts had been drawn on any of the bank credit facilities. The annual interest rates, which are variable based on term, are calculated based on one-month term Secured Overnight Financing Rate (SOFR) plus a SOFR Adjustment of 10 basis points plus a credit spread based on the Company\u2019s senior unsecured credit ratings. If amounts had been drawn on the bank credit facilities as of December 31, 2023, annual interest rates would have ranged from 5.8% to 8.5%."}
-{"_id": "UNH20231161", "title": "UNH Debt Covenants", "text": "The Company\u2019s bank credit facilities contain various covenants, including requiring the Company to maintain a debt to debt-plus-shareholders\u2019 equity ratio of not more than 60%. The Company was in compliance with its debt covenants as of December 31, 2023."}
-{"_id": "UNH20231163", "title": "UNH 9. Income Taxes", "text": "The current income tax provision reflects the tax consequences of revenues and expenses currently taxable or deductible on various income tax returns for the year reported. The deferred income tax provision or benefit generally reflects the net change in deferred income tax assets and liabilities during the year, excluding any deferred income tax assets and liabilities of acquired businesses."}
-{"_id": "UNH20231172", "title": "UNH 9. Income Taxes", "text": "The components of the provision for income taxes for the years ended December 31 are as follows: (in millions)####2023####2022####2021 Current Provision:############ Federal##$##4,418##$##4,842##$##3,451 State and local####716####855####481 Foreign####1,079####680####516 Total current provision####6,213####6,377####4,448 Deferred (benefit) provision####(245)####(673)####130 Total provision for income taxes##$##5,968##$##5,704##$##4,578"}
-{"_id": "UNH20231182", "title": "UNH 9. Income Taxes", "text": "The reconciliation of the tax provision at the U.S. federal statutory rate to the provision for income taxes and the effective tax rate for the years ended December 31 is as follows: (in millions, except percentages)######2023##########2022##########2021#### Tax provision at the U.S. federal statutory rate##$##6,114####21.0##%##$##5,532####21.0##%##$##4,685####21.0##% State income taxes, net of federal benefit####567####2.0######621####2.4######419####1.9## Share-based awards - excess tax benefit####(75)####(0.3)######(110)####(0.4)######(100)####(0.4)## Non-deductible compensation####174####0.6######150####0.6######144####0.6## Foreign rate differential####(442)####(1.5)######(265)####(1.0)######(246)####(1.1)## Other, net####(370)####(1.3)######(224)####(0.9)######(324)####(1.5)## Provision for income taxes##$##5,968####20.5##%##$##5,704####21.7##%##$##4,578####20.5##%"}
-{"_id": "UNH20231208", "title": "UNH 9. Income Taxes", "text": "Deferred income tax assets and liabilities are recognized for the differences between the financial and income tax reporting bases of assets and liabilities based on enacted tax rates and laws. The components of deferred income tax assets and liabilities as of December 31 are as follows: (in millions)####2023####2022 Deferred income tax assets:######## Accrued expenses and allowances##$##754##$##707 U.S. federal and state net operating loss carryforwards####417####540 Share-based compensation####173####154 Nondeductible liabilities####329####341 Non-U.S. tax loss carryforwards####1,061####631 Lease liability####930####972 Net unrealized losses on investments####586####829 Other-domestic####327####291 Other-non-U.S.####484####423 Subtotal####5,061####4,888 Less: valuation allowances####(366)####(291) Total deferred income tax assets####4,695####4,597 Deferred income tax liabilities:######## U.S. federal and state intangible assets####(3,712)####(3,520) Non-U.S. goodwill and intangible assets####(731)####(550) Capitalized software####(415)####(548) Depreciation and amortization####(371)####(520) Prepaid expenses####(326)####(275) Outside basis in partnerships####(811)####(653) Lease right-of-use asset####(914)####(958) Other-non-U.S.####(436)####(342) Total deferred income tax liabilities####(7,716)####(7,366) Net deferred income tax liabilities##$##(3,021)##$##(2,769)"}
-{"_id": "UNH20231209", "title": "UNH 9. Income Taxes", "text": "Valuation allowances are provided when it is considered more likely than not deferred tax assets will not be realized. The valuation allowances primarily relate to future tax benefits on certain federal, state and non-U.S. net operating loss carryforwards. Gross federal net operating loss carryforwards of $125 million expire beginning in 2026 through 2042 and $360 million have an indefinite carryforward period; state net operating loss carryforwards expire beginning in 2024 through 2043, with some having an indefinite carryforward period. Substantially all of the non-U.S. tax loss carryforwards have indefinite carryforward periods. Additionally, as of December 31, 2023, the Company has historical non-U.S. net operating loss carryforwards for which a deferred tax asset and valuation allowance of $4.5 billion are not established because realization of the loss carryforwards is remote."}
-{"_id": "UNH20231211", "title": "UNH 9. Income Taxes", "text": "As of December 31, 2023, the Company\u2019s undistributed earnings from non-U.S. subsidiaries are intended to be indefinitely reinvested in non-U.S. operations, and therefore no U.S. deferred taxes have been recorded. Taxes payable on the remittance of such earnings would be minimal."}
-{"_id": "UNH20231221", "title": "UNH 9. Income Taxes", "text": "A reconciliation of the beginning and ending amount of unrecognized tax benefits as of December 31 is as follows: (in millions)####2023####2022####2021 Gross unrecognized tax benefits, beginning of period##$##3,081##$##2,310##$##1,829 Gross increases:############ Current year tax positions####782####586####538 Prior year tax positions####97####206####10 Gross decreases:############ Prior year tax positions####(212)####(21)####(47) Statute of limitations lapses and settlements####(32)####\u2014####(20) Gross unrecognized tax benefits, end of period##$##3,716##$##3,081##$##2,310"}
-{"_id": "UNH20231222", "title": "UNH 9. Income Taxes", "text": "The Company believes it is reasonably possible its liability for unrecognized tax benefits will decrease in the next twelve months by $145 million as a result of audit settlements and the expiration of statutes of limitations."}
-{"_id": "UNH20231223", "title": "UNH 9. Income Taxes", "text": "The Company classifies net interest and penalties associated with uncertain income tax positions as income taxes within its Consolidated Statements of Operations. During the years ended December 31, 2023, 2022 and 2021, the Company recognized $177 million, $64 million and $66 million of net interest and penalties, respectively. The Company had $430 million and $253 million of accrued interest and penalties for uncertain tax positions as of December 31, 2023 and 2022, respectively. These amounts are not included in the reconciliation above. As of December 31, 2023, there were $2.0 billion of unrecognized tax benefits which, if recognized, would affect the effective tax rate."}
-{"_id": "UNH20231224", "title": "UNH 9. Income Taxes", "text": "The Company currently files income tax returns in the United States, various states and localities and non-U.S. jurisdictions. The U.S. Internal Revenue Service (IRS) has completed exams on the consolidated income tax returns for fiscal years 2016 and prior. The Company\u2019s 2017 through 2020 tax years are under review by the IRS under its Compliance Assurance Program. The Company is no longer subject to state income tax examinations prior to the 2014 tax year. In general, the Company is subject to examination in non-U.S. jurisdictions for years 2015 and forward."}
-{"_id": "UNH20231227", "title": "UNH Regulatory Capital and Dividend Restrictions", "text": "The Company\u2019s regulated insurance and HMO subsidiaries are subject to regulations and standards in their respective jurisdictions. These standards, among other things, require these subsidiaries to maintain specified levels of statutory capital, as defined by each jurisdiction, and restrict the timing and amount of dividends and other distributions which may be paid to their parent companies. In the United States, most of these state regulations and standards are generally consistent with model regulations established by the NAIC. These standards generally permit dividends to be paid from statutory unassigned surplus of the regulated subsidiary and are limited based on the regulated subsidiary\u2019s level of statutory net income and statutory capital and surplus. These dividends are referred to as \u201cordinary dividends\u201d and generally may be paid without prior regulatory approval. If the dividend, together with other dividends paid within the preceding twelve months, exceeds a specified statutory limit or is paid from sources other than earned surplus, it is generally considered an \u201cextraordinary dividend\u201d and must receive prior regulatory approval."}
-{"_id": "UNH20231228", "title": "UNH Regulatory Capital and Dividend Restrictions", "text": "For the year ended December 31, 2023, the Company\u2019s domestic insurance and HMO subsidiaries paid their parent companies dividends of $8.0 billion, including $4.9 billion of extraordinary dividends. For the year ended December 31, 2022, the Company\u2019s domestic insurance and HMO subsidiaries paid their parent companies dividends of $8.8 billion, including $7.4 billion of extraordinary dividends."}
-{"_id": "UNH20231229", "title": "UNH Regulatory Capital and Dividend Restrictions", "text": "The Company's global financially regulated subsidiaries had estimated aggregate statutory capital and surplus of $38.5 billion as of December 31, 2023. The estimated statutory capital and surplus necessary to satisfy regulatory requirements of the Company's global financially regulated subsidiaries was approximately $18.3 billion as of December 31, 2023."}
-{"_id": "UNH20231231", "title": "UNH Regulatory Capital and Dividend Restrictions", "text": "Optum Bank must meet minimum capital requirements of the FDIC under the capital adequacy rules to which it is subject. At December 31, 2023, the Company believes Optum Bank met the FDIC requirements to be considered \u201cWell Capitalized.\u201d"}
-{"_id": "UNH20231233", "title": "UNH Share Repurchase Program", "text": "Under its Board of Directors\u2019 authorization, the Company maintains a share repurchase program. The objectives of the share repurchase program are to optimize the Company\u2019s capital structure and cost of capital, thereby improving returns to shareholders, as well as to offset the dilutive impact of share-based awards. Repurchases may be made from time to time in open market purchases or other types of transactions (including prepaid or structured share repurchase programs), subject to certain restrictions. In June 2018, the Board of Directors renewed the Company\u2019s share repurchase program with an authorization to repurchase up to 100 million shares of its common stock. The Board of Directors from time to time may further amend the share repurchase program in order to increase the authorized number of shares which may be repurchased under the program."}
-{"_id": "UNH20231240", "title": "UNH Share Repurchase Program", "text": "A summary of common share repurchases for the years ended December 31, 2023 and 2022 is as follows: ######Years Ended December 31,#### (in millions, except per share data)####2023######2022 Common share repurchases, shares####16######14 Common share repurchases, average price per share##$##493.79####$##501.67 Common share repurchases, aggregate cost##$##8,000####$##7,000 Board authorized shares remaining####15######31"}
-{"_id": "UNH20231242", "title": "UNH Dividends", "text": "In June 2023, the Company\u2019s Board of Directors increased the Company\u2019s quarterly cash dividend to shareholders to an annual rate of $7.52 compared to $6.60 per share, which the Company had paid since June 2022. Declaration and payment of future quarterly dividends is at the discretion of the Board and may be adjusted as business needs or market conditions change."}
-{"_id": "UNH20231249", "title": "UNH Dividends", "text": "The following table provides details of the Company\u2019s 2023 dividend payments: Payment Date####Amount per Share####Total Amount Paid ########(in millions) March 21##$##1.65##$##1,537 June 27####1.88####1,747 September 19####1.88####1,739 December 12####1.88####1,738"}
-{"_id": "UNH20231251", "title": "UNH 11. Share-Based Compensation", "text": "The Company\u2019s outstanding share-based awards consist mainly of non-qualified stock options and restricted shares. As of December 31, 2023, the Company had 53 million shares available for future grants of share-based awards under the 2020 Stock Incentive Plan. As of December 31, 2023, there were 17 million shares of common stock available for issuance under the ESPP."}
-{"_id": "UNH20231263", "title": "UNH Stock Options", "text": "Stock option activity for the year ended December 31, 2023 is summarized in the table below: ##Shares####Weighted- Average Exercise Price##Weighted- Average Remaining Contractual Life####Aggregate Intrinsic Value ##(in millions)######(in years)####(in millions) Outstanding at beginning of period##23##$##281###### Granted##3####492###### Exercised##(4)####231###### Forfeited##(1)####443###### Outstanding at end of period##21####320##5.5##$##4,451 Exercisable at end of period##13####248##4.2####3,595 Vested and expected to vest, end of period##21####318##5.5####4,430"}
-{"_id": "UNH20231270", "title": "UNH Restricted Shares", "text": "Restricted share activity for the year ended December 31, 2023 is summarized in the table below: (shares in millions)##Shares####Weighted-Average Grant Date Fair Value per Share Nonvested at beginning of period##4##$##401 Granted##2####493 Vested##(2)####393 Nonvested at end of period##4####449"}
-{"_id": "UNH20231288", "title": "UNH Other Share-Based Compensation Data", "text": " (in millions, except per share amounts)########For the Years Ended December 31,#### ####2023####2022####2021 Stock Options############ Weighted-average grant date fair value of shares granted, per share##$##134##$##116##$##71 Total intrinsic value of stock options exercised####1,325####1,419####1,519 Restricted Shares############ Weighted-average grant date fair value of shares granted, per share####493####483####352 Total fair value of restricted shares vested##$##803##$##760##$##560 Employee Stock Purchase Plan############ Number of shares purchased####1####1####1 Share-Based Compensation Items############ Share-based compensation expense, before tax##$##1,059##$##925##$##800 Share-based compensation expense, net of tax effects####937####836####719 Income tax benefit realized from share-based award exercises####231####207####173 (in millions, except years)####December 31, 2023 Unrecognized compensation expense related to share awards##$##1,134 Weighted-average years to recognize compensation expense####1.3"}
-{"_id": "UNH20231297", "title": "UNH Share-Based Compensation Recognition and Estimates", "text": "The principal assumptions the Company used in calculating grant-date fair value for stock options were as follows: ####For the Years Ended December 31,## ##2023##2022##2021 Risk-free interest rate##3.8% - 4.6%##1.9% - 4.3%##0.7% - 1.2% Expected volatility##29.7% - 30.6%##30.6% - 30.8%##29.2% - 29.8% Expected dividend yield##1.3% - 1.5%##1.2%##1.3% - 1.5% Forfeiture rate##5.0%##5.0%##5.0% Expected life in years##4.6##4.7##4.8"}
-{"_id": "UNH20231298", "title": "UNH Share-Based Compensation Recognition and Estimates", "text": "Risk-free interest rates are based on U.S. Treasury yields in effect at the time of grant. Expected volatilities are based on the historical volatility of the Company\u2019s common stock and the implied volatility from exchange-traded options on the Company\u2019s common stock. Expected dividend yields are based on the per share cash dividend paid by the Company. The Company uses historical data to estimate option exercises and forfeitures within the valuation model. The expected lives of options granted represent the periods of time the awards granted are expected to be outstanding based on historical exercise patterns."}
-{"_id": "UNH20231300", "title": "UNH Other Employee Benefit Plans", "text": "The Company offers a 401(k) plan for its employees. Compensation expense related to this plan was not material for the years ended December 31, 2023, 2022 and 2021."}
-{"_id": "UNH20231302", "title": "UNH Other Employee Benefit Plans", "text": "In addition, the Company maintains non-qualified, deferred compensation plans, which allow certain members of senior management and executives to defer portions of their salary or bonus. The deferrals are recorded within long-term investments"}
-{"_id": "UNH20231303", "title": "UNH Other Employee Benefit Plans", "text": "with an approximately equal amount in other liabilities in the Consolidated Balance Sheets. The total deferrals are distributable based upon termination of employment or other periods, as elected under each plan and were $1.9 billion and $1.6 billion as of December 31, 2023 and 2022, respectively."}
-{"_id": "UNH20231306", "title": "UNH Leases", "text": "Operating lease costs, including immaterial variable and short-term lease costs, were $1.4 billion, $1.3 billion and $1.2 billion for the years ended December 31, 2023, 2022 and 2021, respectively. Cash payments made on the Company\u2019s operating lease liabilities were $1.1 billion, $1.0 billion and $0.9 billion for the years ended December 31, 2023, 2022 and 2021, respectively, which were classified within operating activities in the Consolidated Statements of Cash Flows. As of December 31, 2023, the Company\u2019s weighted-average remaining lease term and weighted-average discount rate for its operating leases were 8.7 years and 4.0%, respectively."}
-{"_id": "UNH20231317", "title": "UNH Leases", "text": "As of December 31, 2023, future minimum annual lease payments under all non-cancelable operating leases were as follows: (in millions)####Future Minimum Lease Payments 2024##$##1,038 2025####906 2026####728 2027####607 2028####486 Thereafter####2,210 Total future minimum lease payments####5,975 Less imputed interest####(1,077) Total##$##4,898"}
-{"_id": "UNH20231319", "title": "UNH Other Commitments", "text": "The Company provides guarantees related to its service level under certain contracts. If minimum standards are not met, the Company may be financially at risk up to a stated percentage of the contracted fee or a stated dollar amount. None of the amounts accrued, paid or charged to income for service level guarantees were material as of December 31, 2023, 2022 or 2021."}
-{"_id": "UNH20231321", "title": "UNH Pending Acquisitions", "text": "As of December 31, 2023, the Company has entered into agreements to acquire companies in the health care sector, subject to regulatory approval and other customary closing conditions. The total anticipated capital required for these acquisitions, excluding the payoff of acquired indebtedness, is approximately $6 billion."}
-{"_id": "UNH20231323", "title": "UNH Pending Disposition", "text": "On December 22, 2023, the Company entered into an agreement to sell its operations in Brazil to a private investor, subject to regulatory approval and other closing conditions. The Company completed the disposition on February 6, 2024, and will record a loss of approximately $7 billion in the quarter ending March 31, 2024, the majority of which was due to foreign currency translation losses in accumulated other comprehensive income."}
-{"_id": "UNH20231325", "title": "UNH Legal Matters", "text": "The Company is frequently made party to a variety of legal actions and regulatory inquiries, including class actions and suits brought by members, care providers, consumer advocacy organizations, customers and regulators, relating to the Company\u2019s businesses, including management and administration of health benefit plans and other services. These matters include medical malpractice, employment, intellectual property, antitrust, privacy and contract claims and claims related to health care benefits coverage and other business practices."}
-{"_id": "UNH20231327", "title": "UNH Legal Matters", "text": "The Company records liabilities for its estimates of probable costs resulting from these matters where appropriate. Estimates of costs resulting from legal and regulatory matters involving the Company are inherently difficult to predict, particularly where the matters: involve indeterminate claims for monetary damages or may involve fines, penalties or punitive damages; present novel legal theories or represent a shift in regulatory policy; involve a large number of claimants or regulatory bodies; are in the early stages of the proceedings; or could result in a change in business practices. Accordingly, the Company is often unable to estimate the losses or ranges of losses for those matters where there is a reasonable possibility or it is probable a loss may be incurred."}
-{"_id": "UNH20231329", "title": "UNH Government Investigations, Audits and Reviews", "text": "The Company has been involved or is currently involved in various governmental investigations, audits and reviews. These include routine, regular and special investigations, audits and reviews by CMS, state insurance and health and welfare departments, state attorneys general, the Office of the Inspector General, the Office of Personnel Management, the Office of Civil Rights, the Government Accountability Office, the Federal Trade Commission, U.S. Congressional committees, the U.S. Department of Justice (DOJ), the SEC, the IRS, the U.S. Drug Enforcement Administration, the U.S. Department of Labor, the FDIC, the Consumer Financial Protection Bureau, the Defense Contract Audit Agency and other governmental authorities. Similarly, the Company\u2019s international businesses are also subject to investigations, audits and reviews by applicable foreign governments, including South American and other non-U.S. governmental authorities. Certain of the Company\u2019s businesses have been reviewed or are currently under review, including for, among other matters, compliance with coding and other requirements under the Medicare risk-adjustment model. CMS has selected certain of the Company\u2019s local plans for risk adjustment data validation (RADV) audits to validate the coding practices of and supporting documentation maintained by health care providers and such audits may result in retrospective adjustments to payments made to the Company\u2019s health plans."}
-{"_id": "UNH20231330", "title": "UNH Government Investigations, Audits and Reviews", "text": "On February 14, 2017, the DOJ announced its decision to pursue certain claims within a lawsuit initially asserted against the Company and filed under seal by a whistleblower in 2011. The whistleblower\u2019s complaint, which was unsealed on February 15, 2017, alleges the Company made improper risk adjustment submissions and violated the False Claims Act. On February 12, 2018, the court granted in part and denied in part the Company\u2019s motion to dismiss. In May 2018, the DOJ moved to dismiss the Company\u2019s counterclaims, which were filed in March 2018, and moved for partial summary judgment. In March 2019, the court denied the government\u2019s motion for partial summary judgment and dismissed the Company\u2019s counterclaims without prejudice. The Company cannot reasonably estimate the outcome which may result from this matter given its procedural status."}
-{"_id": "UNH20231332", "title": "UNH 13. Business Combinations", "text": "During the year ended December 31, 2023, the Company completed several business combinations for total consideration of $10.2 billion."}
-{"_id": "UNH20231348", "title": "UNH 13. Business Combinations", "text": "Acquired assets (liabilities) at acquisition date were: (in millions)#### Cash and cash equivalents##$##134 Accounts receivable and other current assets####660 Property, equipment and other long-term assets####634 Other intangible assets####2,174 Total identifiable assets acquired####3,602 Medical costs payable####(1) Accounts payable and other current liabilities####(667) Other long-term liabilities####(768) Total identifiable liabilities acquired####(1,436) Total net identifiable assets####2,166 Goodwill####10,121 Redeemable noncontrolling interests####(122) Nonredeemable noncontrolling interests####(1,925) Net assets acquired##$##10,240"}
-{"_id": "UNH20231349", "title": "UNH 13. Business Combinations", "text": "The majority of goodwill is not deductible for income tax purposes. The preliminary purchase price allocations for the various business combinations are subject to adjustment as valuation analyses, primarily related to intangible assets and contingent liabilities, are finalized."}
-{"_id": "UNH20231350", "title": "UNH 13. Business Combinations", "text": "The results of operations and financial condition of acquired entities have been included in the Company\u2019s consolidated results and the results of the corresponding operating segment as of the date of acquisition. For the year ended December 31, 2023, the acquired entities\u2019 impact on revenues and net earnings was not material."}
-{"_id": "UNH20231352", "title": "UNH 13. Business Combinations", "text": "Unaudited pro forma revenues and net earnings for the years ended December 31, 2023 and 2022, as if the business combinations had occurred on January 1, 2022, were immaterial for both periods."}
-{"_id": "UNH20231354", "title": "UNH 14. Segment Financial Information", "text": "Factors used to determine the Company\u2019s reportable segments include the nature of operating activities, economic characteristics, existence of separate senior management teams and the type of information used by the Company\u2019s chief operating decision maker to evaluate its results of operations. Reportable segments with similar economic characteristics, products and services, customers, distribution methods and operational processes which operate in a similar regulatory environment are combined."}
-{"_id": "UNH20231359", "title": "UNH 14. Segment Financial Information", "text": "The following is a description of the types of products and services from which each of the Company\u2019s four reportable segments derives its revenues: \u2022UnitedHealthcare includes the combined results of operations of UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement and UnitedHealthcare Community & State. The U.S. businesses share significant common assets, including a contracted network of physicians, health care professionals, hospitals and other facilities, information technology and consumer engagement infrastructure and other resources. Domestically, UnitedHealthcare Employer & Individual offers an array of consumer-oriented health benefit plans and services for employers and individuals. Globally, UnitedHealthcare Employer & Individual provides health and dental benefits and hospital and clinical services to employers and individuals in South America and other diversified global businesses. UnitedHealthcare Medicare & Retirement provides health care coverage and health and well-being services to individuals age 50 and older, addressing their unique needs. UnitedHealthcare Community & State provides diversified health care benefits products and services to state programs caring for the economically disadvantaged, the medically underserved and those without the benefit of employer-funded health care coverage. \u2022Optum Health focuses on care delivery, including value-based care; care management; wellness and consumer engagement and health financial services. Optum Health is building a comprehensive, connected health care delivery and engagement platform by directly providing high-quality care, helping people manage chronic and complex health needs, and proactively engaging consumers in managing their health through in-person, in-home, virtual and digital clinical platforms. \u2022Optum Insight brings together advanced analytics, technology and health care expertise to deliver integrated services and solutions. Hospital systems, physicians, health plans, governments, life sciences companies and other organizations depend on Optum Insight to help them improve performance, achieve efficiency, reduce costs, meet compliance mandates and modernize their core operating systems to meet the changing needs of the health system. \u2022Optum Rx offers pharmacy care services and programs, including retail network contracting, home delivery, specialty and community health pharmacy services, infusion, purchasing and clinical capabilities, and develops programs in areas such as step therapy, formulary management, drug adherence and disease and drug therapy management. Optum Rx integrates pharmacy and medical care and is positioned to serve patients with complex clinical needs and consumers looking for a better digital pharmacy experience with transparent pricing."}
-{"_id": "UNH20231360", "title": "UNH 14. Segment Financial Information", "text": "The Company\u2019s accounting policies for reportable segment operations are consistent with those described in the Summary of Significant Accounting Policies (see Note 2). Transactions between reportable segments principally consist of sales of pharmacy care products and services to UnitedHealthcare customers by Optum Rx; care delivery, care management services and certain product offerings sold to UnitedHealthcare by Optum Health; and health information and technology solutions, consulting and other services sold to UnitedHealthcare by Optum Insight. These transactions are recorded at management\u2019s estimate of fair value. Transactions with affiliated customers are eliminated in consolidation. Assets and liabilities jointly used are assigned to each reportable segment using estimates of pro-rata usage. Cash and investments are assigned so each reportable segment has working capital and/or at least minimum specified levels of regulatory capital."}
-{"_id": "UNH20231362", "title": "UNH 14. Segment Financial Information", "text": "As a percentage of the Company\u2019s total consolidated revenues, premium revenues from CMS were 40%, 38% and 36% for the years ended December 31, 2023, 2022 and 2021, respectively, most of which were generated by UnitedHealthcare Medicare & Retirement and included in the UnitedHealthcare segment. U.S. customer revenue represented approximately 97% of consolidated total revenues for 2023, 2022 and 2021. Long-lived fixed assets located in the United States represented approximately 82% and 81% of the total long-lived fixed assets as of December 31, 2023 and 2022, respectively. The non-U.S. revenues and fixed assets are primarily related to UnitedHealthcare Employer & Individual\u2019s international businesses."}
-{"_id": "UNH20231411", "title": "UNH 14. Segment Financial Information", "text": "The following table presents the reportable segment financial information: ################Optum################ (in millions)####UnitedHealthcare####Optum Health####Optum Insight####Optum Rx####Optum Eliminations####Optum####Corporate and Eliminations####Consolidated 2023################################ Revenues - unaffiliated customers:################################ Premiums##$##269,052##$##21,775##$##\u2014##$##\u2014##$##\u2014##$##21,775##$##\u2014##$##290,827 Products####\u2014####207####162####42,214####\u2014####42,583####\u2014####42,583 Services####10,057####14,109####7,760####2,197####\u2014####24,066####\u2014####34,123 Total revenues - unaffiliated customers####279,109####36,091####7,922####44,411####\u2014####88,424####\u2014####367,533 Total revenues - affiliated customers####\u2014####57,696####10,896####71,484####(3,703)####136,373####(136,373)####\u2014 Investment and other income####2,251####1,532####114####192####\u2014####1,838####\u2014####4,089 Total revenues##$##281,360##$##95,319##$##18,932##$##116,087##$##(3,703)##$##226,635##$##(136,373)##$##371,622 Earnings from operations##$##16,415##$##6,560##$##4,268##$##5,115##$##\u2014##$##15,943##$##\u2014##$##32,358 Interest expense####\u2014####\u2014####\u2014####\u2014####\u2014####\u2014####(3,246)####(3,246) Earnings before income taxes##$##16,415##$##6,560##$##4,268##$##5,115##$##\u2014##$##15,943##$##(3,246)##$##29,112 Total assets##$##110,943##$##89,432##$##34,173##$##51,266##$##\u2014##$##174,871##$##(12,094)##$##273,720 Purchases of property, equipment and capitalized software####866####1,199####974####347####\u2014####2,520####\u2014####3,386 Depreciation and amortization####989####1,058####1,229####696####\u2014####2,983####\u2014####3,972 2022################################ Revenues - unaffiliated customers:################################ Premiums##$##238,783##$##18,374##$##\u2014##$##\u2014##$##\u2014##$##18,374##$##\u2014##$##257,157 Products####\u2014####72####180####37,172####\u2014####37,424####\u2014####37,424 Services####10,035####10,917####4,996####1,603####\u2014####17,516####\u2014####27,551 Total revenues - unaffiliated customers####248,818####29,363####5,176####38,775####\u2014####73,314####\u2014####322,132 Total revenues - affiliated customers####\u2014####40,883####9,288####60,936####(2,760)####108,347####(108,347)####\u2014 Investment and other income####923####928####117####62####\u2014####1,107####\u2014####2,030 Total revenues##$##249,741##$##71,174##$##14,581##$##99,773##$##(2,760)##$##182,768##$##(108,347)##$##324,162 Earnings from operations##$##14,379##$##6,032##$##3,588##$##4,436##$##\u2014##$##14,056##$##\u2014##$##28,435 Interest expense####\u2014####\u2014####\u2014####\u2014####\u2014####\u2014####(2,092)####(2,092) Earnings before income taxes##$##14,379##$##6,032##$##3,588##$##4,436##$##\u2014##$##14,056##$##(2,092)##$##26,343 Total assets##$##107,094##$##68,950##$##31,090##$##47,476##$##\u2014##$##147,516##$##(8,905)##$##245,705 Purchases of property, equipment and capitalized software####799####997####698####308####\u2014####2,003####\u2014####2,802 Depreciation and amortization####973####943####841####643####\u2014####2,427####\u2014####3,400 2021################################ Revenues - unaffiliated customers:################################ Premiums##$##212,381##$##13,852##$##\u2014##$##\u2014##$##\u2014##$##13,852##$##\u2014##$##226,233 Products####\u2014####32####159####34,246####\u2014####34,437####\u2014####34,437 Services####9,661####9,894####3,936####1,112####\u2014####14,942####\u2014####24,603 Total revenues - unaffiliated customers####222,042####23,778####4,095####35,358####\u2014####63,231####\u2014####285,273 Total revenues - affiliated customers####\u2014####29,234####7,867####55,779####(2,013)####90,867####(90,867)####\u2014 Investment and other income####857####1,053####237####177####\u2014####1,467####\u2014####2,324 Total revenues##$##222,899##$##54,065##$##12,199##$##91,314##$##(2,013)##$##155,565##$##(90,867)##$##287,597 Earnings from operations##$##11,975##$##4,462##$##3,398##$##4,135##$##\u2014##$##11,995##$##\u2014##$##23,970 Interest expense####\u2014####\u2014####\u2014####\u2014####\u2014####\u2014####(1,660)####(1,660) Earnings before income taxes##$##11,975##$##4,462##$##3,398##$##4,135##$##\u2014##$##11,995##$##(1,660)##$##22,310 Total assets##$##102,967##$##60,474##$##16,868##$##40,181##$##\u2014##$##117,523##$##(8,284)##$##212,206 Purchases of property, equipment and capitalized software####795####791####567####301####\u2014####1,659####\u2014####2,454 Depreciation and amortization####1,004####818####684####597####\u2014####2,099####\u2014####3,103"}
-{"_id": "UNH20231412", "title": "UNH 14. Segment Financial Information", "text": "CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE"}
-{"_id": "UNH20231413", "title": "UNH 14. Segment Financial Information", "text": "None."}
-{"_id": "UNH20231416", "title": "UNH EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES", "text": "We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act) designed to provide reasonable assurance the information required to be disclosed by us in reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms; and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure."}
-{"_id": "UNH20231417", "title": "UNH EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES", "text": "In connection with the filing of this Annual Report on Form 10-K, management evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2023."}
-{"_id": "UNH20231420", "title": "UNH CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING", "text": "There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2023 which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting."}
-{"_id": "UNH20231421", "title": "UNH CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING", "text": "Report of Management on Internal Control Over Financial Reporting as of December 31, 2023"}
-{"_id": "UNH20231422", "title": "UNH CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING", "text": "Management of UnitedHealth Group Incorporated and Subsidiaries (the Company) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company\u2019s internal control system is designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. The Company\u2019s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company\u2019s assets that could have a material effect on the consolidated financial statements."}
-{"_id": "UNH20231423", "title": "UNH CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING", "text": "Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate."}
-{"_id": "UNH20231424", "title": "UNH CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING", "text": "Management assessed the effectiveness of the Company\u2019s internal control over financial reporting as of December 31, 2023. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on our assessment and the COSO criteria, we believe that, as of December 31, 2023, the Company maintained effective internal control over financial reporting."}
-{"_id": "UNH20231426", "title": "UNH CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING", "text": "The Company\u2019s independent registered public accounting firm has audited the Company\u2019s internal control over financial reporting as of December 31, 2023, as stated in the Report of Independent Registered Public Accounting Firm, appearing under Item 9A."}
-{"_id": "UNH20231429", "title": "UNH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM", "text": "To the shareholders and the Board of Directors of UnitedHealth Group Incorporated and Subsidiaries: Opinion on Internal Control over Financial Reporting"}
-{"_id": "UNH20231430", "title": "UNH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM", "text": "We have audited the internal control over financial reporting of UnitedHealth Group Incorporated and subsidiaries (the \u201cCompany\u201d) as of December 31, 2023, based on criteria established in Internal Control \u2014 Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control \u2014 Integrated Framework (2013) issued by COSO."}
-{"_id": "UNH20231431", "title": "UNH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM", "text": "We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 28, 2024, expressed an unqualified opinion on those financial statements."}
-{"_id": "UNH20231433", "title": "UNH Basis for Opinion", "text": "The Company\u2019s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control Over Financial Reporting as of December 31, 2023. Our responsibility is to express an opinion on the Company\u2019s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "UNH20231434", "title": "UNH Basis for Opinion", "text": "We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion."}
-{"_id": "UNH20231436", "title": "UNH Definition and Limitations of Internal Control over Financial Reporting", "text": "A company\u2019s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company\u2019s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company\u2019s assets that could have a material effect on the financial statements."}
-{"_id": "UNH20231437", "title": "UNH Definition and Limitations of Internal Control over Financial Reporting", "text": "Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate."}
-{"_id": "UNH20231444", "title": "UNH Trading Arrangements", "text": "During the quarter ended December 31, 2023, none of the Company\u2019s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or under any non-Rule 10b5-1 trading arrangement."}
-{"_id": "UNH20231446", "title": "UNH DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS", "text": "Not Applicable."}
-{"_id": "UNH20231459", "title": "UNH DIRECTORS OF THE REGISTRANT", "text": "The following sets forth certain information regarding our directors as of February 28, 2024, including their name and principal occupation or employment: Charles Baker##Michele Hooper President National Collegiate Athletic Association##Lead Independent Director UnitedHealth Group President and Chief Executive Officer The Directors\u2019 Council Timothy Flynn##F. William McNabb III Retired Chair KPMG International##Former Chairman and Chief Executive Officer The Vanguard Group, Inc. Paul Garcia##Valerie Montgomery Rice, M.D. Retired Chair and Chief Executive Officer Global Payments Inc.##President and Chief Executive Officer Morehouse School of Medicine Kristen Gil##John Noseworthy, M.D. Former Vice President and Business Finance Officer Alphabet Inc.##Former Chief Executive Officer and President Mayo Clinic Stephen Hemsley##Andrew Witty Chair UnitedHealth Group##Chief Executive Officer UnitedHealth Group"}
-{"_id": "UNH20231460", "title": "UNH DIRECTORS OF THE REGISTRANT", "text": "Pursuant to General Instruction G(3) to Form 10-K and the Instruction to Item 401 of Regulation S-K, information regarding our executive officers is provided in Part I, Item 1 under the caption \u201cInformation About our Executive Officers.\u201d"}
-{"_id": "UNH20231461", "title": "UNH DIRECTORS OF THE REGISTRANT", "text": "We have adopted a code of ethics applicable to our principal executive officer and other senior financial officers, who include our principal financial officer, principal accounting officer, controller and persons performing similar functions. The code of ethics, entitled Code of Conduct: Our Principles of Ethics and Integrity, is posted on our website at www.unitedhealthgroup.com. For information about how to obtain the Code of Conduct, see Part I, Item 1, \u201cBusiness.\u201d We intend to satisfy the SEC\u2019s disclosure requirements regarding amendments to, or waivers of, the code of ethics for our senior financial officers by posting such information on our website indicated above."}
-{"_id": "UNH20231462", "title": "UNH DIRECTORS OF THE REGISTRANT", "text": "The remaining information required by Items 401, 405, 406 and 407(c)(3), (d)(4) and (d)(5) of Regulation S-K will be included under the headings \u201cCorporate Governance\u201d and \u201cProposal 1-Election of Directors\u201d in our definitive proxy statement for our 2024 Annual Meeting of Shareholders, and such required information is incorporated herein by reference."}
-{"_id": "UNH20231465", "title": "UNH EXECUTIVE COMPENSATION", "text": "The information required by Items 402 and 407(e)(4) and (e)(5) of Regulation S-K will be included under the headings \u201cExecutive Compensation,\u201d \u201cDirector Compensation,\u201d \u201cCorporate Governance - Risk Oversight\u201d and \u201cCompensation Committee Interlocks and Insider Participation\u201d in our definitive proxy statement for our 2024 Annual Meeting of Shareholders, and such required information is incorporated herein by reference."}
-{"_id": "UNH20231466", "title": "UNH EXECUTIVE COMPENSATION", "text": "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS"}
-{"_id": "UNH20231473", "title": "UNH Equity Compensation Plan Information", "text": "The following table sets forth certain information as of December 31, 2023, concerning shares of common stock authorized for issuance under all of our equity compensation plans: Plan category##(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights####(b) Weighted-average exercise price of outstanding options, warrants and rights##(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))## ##(in millions)######(in millions)## Equity compensation plans approved by shareholders (1)##21##$##320##70##(3) Equity compensation plans not approved by shareholders (2)##\u2014######\u2014## Total (2)##21##$##320##70##"}
-{"_id": "UNH20231474", "title": "UNH Equity Compensation Plan Information", "text": "(1)Consists of the UnitedHealth Group Incorporated 2020 Stock Incentive Plan (the \u201c2020 Stock Incentive Plan\u201d), as amended, and the UnitedHealth Group 1993 Employee Stock Purchase Plan, as amended (the \u201cESPP\u201d)."}
-{"_id": "UNH20231475", "title": "UNH Equity Compensation Plan Information", "text": "(2)Excludes 191,000 shares underlying stock options assumed by us in connection with acquisitions. These options have a weighted-average exercise price of $356 and an average remaining term of approximately 3 years. These options are administered pursuant to the terms of the plans under which the options originally were granted. No future awards will be granted under these acquired plans."}
-{"_id": "UNH20231476", "title": "UNH Equity Compensation Plan Information", "text": "(3)Includes 17 million shares of common stock available for future issuance under the ESPP as of December 31, 2023, and 53 million shares available under the 2020 Stock Incentive Plan as of December 31, 2023. Shares available under the 2020 Stock Incentive Plan may become the subject of future awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based awards."}
-{"_id": "UNH20231477", "title": "UNH Equity Compensation Plan Information", "text": "The information required by Item 403 of Regulation S-K will be included under the heading \u201cSecurity Ownership of Certain Beneficial Owners and Management\u201d in our definitive proxy statement for our 2024 Annual Meeting of Shareholders, and such required information is incorporated herein by reference."}
-{"_id": "UNH20231479", "title": "UNH CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE", "text": "The information required by Items 404 and 407(a) of Regulation S-K will be included under the headings \u201cCertain Relationships and Transactions\u201d and \u201cCorporate Governance\u201d in our definitive proxy statement for our 2024 Annual Meeting of Shareholders, and such required information is incorporated herein by reference."}
-{"_id": "UNH20231482", "title": "UNH PRINCIPAL ACCOUNTANT FEES AND SERVICES", "text": "The information required by Item 9(e) of Schedule 14A will be included under the heading \u201cDisclosure of Fees Paid to Independent Registered Public Accounting Firm\u201d in our definitive proxy statement for our 2024 Annual Meeting of Shareholders, and such required information is incorporated herein by reference."}
-{"_id": "UNH20231492", "title": "UNH EXHIBIT AND FINANCIAL STATEMENT SCHEDULES (a) 1. Financial Statements", "text": "The financial statements are included under Item 8 of this report: \u2022Reports of Independent Registered Public Accounting Firm. \u2022Consolidated Balance Sheets as of December 31, 2023 and 2022. \u2022Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021. \u2022Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022, and 2021. \u2022Consolidated Statements of Changes in Equity for the years ended December 31, 2023, 2022, and 2021. \u2022Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021. \u2022Notes to the Consolidated Financial Statements."}
-{"_id": "UNH20231495", "title": "UNH 2. Financial Statement Schedules", "text": "The following financial statement schedule of the Company is included in Item 15(c): \u2022Schedule I - Condensed Financial Information of Registrant (Parent Company Only)."}
-{"_id": "UNH20231496", "title": "UNH 2. Financial Statement Schedules", "text": "All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, are inapplicable, or the required information is included in the consolidated financial statements, and therefore have been omitted."}
-{"_id": "UNH20231497", "title": "UNH 2. Financial Statement Schedules", "text": "(b) The following exhibits are filed or incorporated by reference herein in response to Item 601 of Regulation S-K. The Company files Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K pursuant to the Securities Exchange Act of 1934 under Commission File No. 1\u201010864."}
-{"_id": "UNH20231571", "title": "UNH EXHIBIT INDEX**", "text": " 3.1##Certificate of Incorporation of UnitedHealth Group Incorporated (incorporated by reference to Exhibit 3.1 to UnitedHealth Group Incorporated\u2019s Registration Statement on Form 8-A/A, Commission File No. 1-10864, filed on July 1, 2015) 3.2##Amended and Restated Bylaws of UnitedHealth Group Incorporated, effective February 23, 2021 (incorporated by reference to Exhibit 3.2 to UnitedHealth Group Incorporated\u2019s Current Report on Form 8-K filed on February 26, 2021) 4.1##Amended and Restated Indenture, dated as of April 27, 2023, between UnitedHealth Group Incorporated and Wilmington Trust Company, as successor trustee (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated\u2019s Current Report on Form 8-K filed on April 28, 2023) 4.2##Indenture, dated as of February 4, 2008, between UnitedHealth Group Incorporated and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Company\u2019s Registration Statement on Form S-3, SEC File Number 333-149031, filed on February 4, 2008) 4.3##Supplemental Indenture, dated as of April 18, 2023, between UnitedHealth Group Incorporated and U.S. Bank Trust Company, National Association, as trustee, relating to the 6.875% Senior Notes due 2038 (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated\u2019s Current Report on Form 8-K filed on April 24, 2023) 4.4##Description of Common Stock (incorporated by reference to Exhibit 4.5 to UnitedHealth Group Incorporated\u2019s Annual Report on Form 10-K for the year ended December 31, 2019) *10.1##UnitedHealth Group 2020 Stock Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company\u2019s Registration Statement on Form S-8, SEC File Number 333-238854, filed on June 1, 2020) *10.2##Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated\u2019s 2020 Stock Incentive Plan (2024 Version) *10.3##Form of Agreement for Nonqualified Stock Option Award to Executives under UnitedHealth Group Incorporated\u2019s 2020 Stock Incentive Plan (2024 Version) *10.4##Form of Agreement for Performance-Based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated\u2019s 2020 Stock Incentive Plan (2024 Version) *10.5##Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated\u2019s 2020 Stock Incentive Plan (Witty) (2024 Version) *10.6##Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated\u2019s 2020 Stock Incentive Plan (Witty) (2024 Version) *10.7##Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated\u2019s 2020 Stock Incentive Plan (Witty) (2024 Version) *10.8##Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated\u2019s 2020 Stock Incentive Plan (Bondy) (2024 Version) *10.9##Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated\u2019s 2020 Stock Incentive Plan (Bondy) (2024 Version) *10.10##Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated\u2019s 2020 Stock Incentive Plan (Bondy) (2024 Version) *10.11##Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated\u2019s 2020 Stock Incentive Plan (2023 Version) (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated\u2019s Annual Report on Form 10-K for the year ended December 31, 2022) *10.12##Form of Agreement for Nonqualified Stock Option Award to Executives under UnitedHealth Group Incorporated\u2019s 2020 Stock Incentive Plan (2023 Version) (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated\u2019s Annual Report on Form 10-K for the year ended December 31, 2022) *10.13##Form of Agreement for Performance-Based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated\u2019s 2020 Stock Incentive Plan (2023 Version) (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated\u2019s Annual Report on Form 10-K for the year ended December 31, 2022) *10.14##Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated\u2019s 2020 Stock Incentive Plan (Witty) (2023 Version) (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated\u2019s Annual Report on Form 10-K for the year ended December 31, 2022) *10.15##Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated\u2019s 2020 Stock Incentive Plan (Witty) (2023 Version) (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated\u2019s Annual Report on Form 10-K for the year ended December 31, 2022) *10.16##Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated\u2019s 2020 Stock Incentive Plan (Witty) (2023 Version) (incorporated by reference to Exhibit 10.7 to UnitedHealth Group Incorporated\u2019s Annual Report on Form 10-K for the year ended December 31, 2022) *10.17##Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated\u2019s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated\u2019s Annual Report on Form 10-K for the year ended December 31, 2021) *10.18##Form of Agreement for Nonqualified Stock Option Award to Executives under UnitedHealth Group Incorporated\u2019s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated\u2019s Annual Report on Form 10-K for the year ended December 31, 2021) *10.19##Form of Agreement for Performance-Based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated\u2019s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated\u2019s Annual Report on Form 10-K for the year ended December 31, 2021) *10.20##Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated\u2019s 2020 Stock Incentive Plan (Witty) (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated\u2019s Annual Report on Form 10-K for the year ended December 31, 2021) *10.21##Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated\u2019s 2020 Stock Incentive Plan (Witty) (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated\u2019s Annual Report on Form 10-K for the year ended December 31, 2021) *10.22##Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated\u2019s 2020 Stock Incentive Plan (Witty) (incorporated by reference to Exhibit 10.7 to UnitedHealth Group Incorporated\u2019s Annual Report on Form 10-K for the year ended December 31, 2021) *10.23##UnitedHealth Group Incorporated 2011 Stock Incentive Plan, as amended and restated in 2018 (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated\u2019s Annual Report on Form 10-K for the year ended December 31, 2018) *10.24##Form of Agreement for Non-Qualified Stock Option Award to Executives under UnitedHealth Group Incorporated\u2019s 2011 Stock Incentive Plan, as amended and restated in 2015, for awards made after January 1, 2016 (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated\u2019s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015) *10.25##Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated\u2019s 2011 Stock Incentive Plan, as amended and restated in 2015, for awards made after January 1, 2016 (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated\u2019s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015) *10.26##Form of Agreement for Performance-based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated\u2019s 2011 Stock Incentive Plan, as amended and restated in 2015, for awards made after January 1, 2016 (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated\u2019s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015) *10.27##Form of Agreement for Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporated\u2019s 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated\u2019s Current Report on Form 8-K filed on May 27, 2011) *10.28##Form of Agreement for Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporated\u2019s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.11 to UnitedHealth Group Incorporated\u2019s Annual Report on Form 10-K for the year ended December 31, 2021) *10.29##Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated\u2019s Current Report on Form 8-K filed on July 1, 2015) *10.30##Amended and Restated UnitedHealth Group Incorporated 2008 Executive Incentive Plan, effective as of December 31, 2023 *10.31##UnitedHealth Group Executive Savings Plan (2024 Statement) *10.32##Executive Long-Term Disability Program, dated as of January 1, 2021 (incorporated by reference to Exhibit 10.28 to UnitedHealth Group Incorporated\u2019s Annual Report on Form 10-K for the year ended December 31, 2022) *10.33##Summary of Non-Management Director Compensation, effective as of October 1, 2022 (incorporated by reference to Exhibit 10.29 to UnitedHealth Group Incorporated\u2019s Annual Report on Form 10-K for the year ended December 31, 2022) *10.34##UnitedHealth Group Directors\u2019 Compensation Deferral Plan (2023 Statement) (incorporated by reference to Exhibit 10.30 to UnitedHealth Group Incorporated\u2019s Annual Report on Form 10-K for the year ended December 31, 2022) *10.35##Avery Parent Holdings, Inc. 2020 Stock Option and Grant Plan (incorporated by reference to Exhibit 10.31 to UnitedHealth Group Incorporated\u2019s Annual Report on Form 10-K for the year ended December 31, 2022) *10.36##Change Healthcare Inc. 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.3 to UnitedHealth Group Incorporated\u2019s Registration Statement on Form S-8, SEC File Number 333-267716, filed on October 3, 2022) *10.37##Amended and Restated HCIT Holdings, Inc. 2009 Equity Incentive Plan (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporated\u2019s Registration Statement on Form S-8, SEC File Number 333-267716, filed on October 3, 2022) *10.38##Audax Health Solutions, Inc. 2010 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporated\u2019s Post-Effective Amendment No. 1 to Registration Statement on Form S-8, SEC File Number 333-205826, filed on February 15, 2017) *10.39##Surgical Care Affiliates, Inc. 2016 Omnibus Long-Term Incentive Plan (incorporated by reference to Exhibit 4.3 to UnitedHealth Group Incorporated\u2019s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017) *10.40##Surgical Care Affiliates, Inc. 2013 Omnibus Long-Term Incentive Plan (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporated\u2019s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017) *10.41##Surgical Care Affiliates, Inc. Management Equity Incentive Plan (incorporated by reference to Exhibit 4.5 to UnitedHealth Group Incorporated\u2019s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017) *10.42##Surgical Care Affiliates, Inc. Directors and Consultants Equity Incentive Plan (incorporated by reference to Exhibit 4.6 to UnitedHealth Group Incorporated\u2019s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017) *10.43##The Advisory Board Company Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to The Advisory Board Company\u2019s Current Report on Form 8-K filed on June 15, 2015) *10.44##The Advisory Board Company 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to The Advisory Board Company\u2019s Current Report on Form 8-K filed on November 17, 2005) *10.45##Amended and Restated Employment Agreement, effective as of June 7, 2016, between United HealthCare Services, Inc. and John Rex (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated\u2019s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016) *10.46##Amended and Restated Employment Agreement, dated February 3, 2021, between the Company and Andrew P Witty (incorporated by reference to Exhibit 5.02 to UnitedHealth Group Incorporated\u2019s Current Report on Form 8-K filed on February 8, 2021) *10.47##Amended and Restated Employment Agreement, effective as of March 16, 2015, between United HealthCare Services, Inc. and Dirk McMahon (incorporated by reference to Exhibit 10.44 to UnitedHealth Group Incorporated\u2019s Annual Report on Form 10-K for the year ended December 31, 2019) *10.48##Amendment to Employment Agreement, effective as of May 31, 2017, between United HealthCare Services, Inc. and Dirk McMahon (incorporated by reference to Exhibit 10.45 to UnitedHealth Group Incorporated\u2019s Annual Report on Form 10-K for the year ended December 31, 2019) *10.49##Amendment to Employment Agreement, effective as of March 12, 2019, between United HealthCare Services, Inc. and Dirk McMahon (incorporated by reference to Exhibit 10.46 to UnitedHealth Group Incorporated\u2019s Annual Report on Form 10-K for the year ended December 31, 2019) *10.50##Amended and Restated Employment Agreement, effective as of February 12, 2018, between United HealthCare Services, Inc. and Brian R. Thompson (incorporated by reference to Exhibit 10.38 to UnitedHealth Group Incorporated\u2019s Annual Report on Form 10-K for the year ended December 31, 2021) *10.51##Employment Agreement, effective as of February 28, 2022, between United HealthCare Services, Inc. and Rupert M. Bondy (incorporated by reference to Exhibit 10.47 to UnitedHealth Group Incorporated\u2019s Annual Report on Form 10-K for the year ended December 31, 2022) 21.1##Subsidiaries of UnitedHealth Group Incorporated 23.1##Consent of Independent Registered Public Accounting Firm 24.1##Power of Attorney 31.1##Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1##Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1##UnitedHealth Group Dodd-Frank Clawback Policy, effective December 1, 2023 101.INS##XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH##Inline XBRL Taxonomy Extension Schema Document. 101.CAL##Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF##Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB##Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE##Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104##Cover Page Interactive Data File (formatted as Inline XBRL and embedded within Exhibit 101)."}
-{"_id": "UNH20231572", "title": "UNH EXHIBIT INDEX**", "text": "________________________________________________* Denotes management contracts and compensation plans in which certain directors and named executive officers participate and which are being filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K."}
-{"_id": "UNH20231574", "title": "UNH EXHIBIT INDEX** (c) Financial Statement Schedule", "text": "** Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of certain holders of long-term debt are not filed. The Company will furnish copies thereof to the SEC upon request."}
-{"_id": "UNH20231576", "title": "UNH EXHIBIT INDEX** (c) Financial Statement Schedule", "text": "Schedule I - Condensed Financial Information of Registrant (Parent Company Only)."}
-{"_id": "UNH20231580", "title": "UNH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM", "text": "To the shareholders and the Board of Directors of UnitedHealth Group Incorporated and Subsidiaries: Opinion on the Financial Statement Schedule"}
-{"_id": "UNH20231581", "title": "UNH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM", "text": "We have audited the consolidated financial statements of UnitedHealth Group Incorporated and Subsidiaries (the \u201cCompany\u201d) as of December 31, 2023 and 2022, and for each of the three years in the period ended December 31, 2023, and the Company\u2019s internal control over financial reporting as of December 31, 2023, and have issued our reports thereon dated February 28, 2024; such reports are included elsewhere in this Form 10-K. Our audits also included the financial statement schedule of the Company listed in the Index at Item 15. This financial statement schedule is the responsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s financial statement schedule based on our audits. In our opinion, the financial statement schedule, when considered in relation to the consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein."}
-{"_id": "UNH20231617", "title": "UNH Condensed Balance Sheets", "text": " (in millions, except per share data)####December 31, 2023####December 31, 2022 Assets######## Current assets:######## Cash and cash equivalents##$##776##$##266 Other current assets####570####753 Total current assets####1,346####1,019 Equity in net assets of subsidiaries####153,692####136,562 Long-term notes receivable from subsidiaries####5,693####6,201 Other assets####831####504 Total assets##$##161,562##$##144,286 Liabilities and shareholders\u2019 equity######## Current liabilities:######## Accounts payable and accrued liabilities##$##1,116##$##835 Current portion of notes payable to subsidiaries####9,887####8,699 Short-term borrowings and current maturities of long-term debt####4,086####2,918 Total current liabilities####15,089####12,452 Long-term debt, less current maturities####57,387####53,838 Other liabilities####330####224 Total liabilities####72,806####66,514 Commitments and contingencies (Note 4)######## Shareholders\u2019 equity:######## Preferred stock, $0.001 par value -10 shares authorized; no shares issued or outstanding####\u2014####\u2014 Common stock, $0.01 par value - 3,000 shares authorized; 924 and 934 issued and outstanding####9####9 Retained earnings####95,774####86,156 Accumulated other comprehensive loss####(7,027)####(8,393) Total UnitedHealth Group shareholders\u2019 equity####88,756####77,772 Total liabilities and shareholders\u2019 equity##$##161,562##$##144,286"}
-{"_id": "UNH20231640", "title": "UNH Condensed Statements of Comprehensive Income", "text": " ########For the Years Ended December 31,#### (in millions)####2023####2022####2021 Revenues:############ Investment and other income##$##312##$##255##$##494 Total revenues####312####255####494 Operating costs:############ Operating costs####35####121####40 Interest expense####3,469####2,110####1,583 Total operating costs####3,504####2,231####1,623 Loss before income taxes####(3,192)####(1,976)####(1,129) Benefit for income taxes####654####429####231 Loss of parent company####(2,538)####(1,547)####(898) Equity in undistributed income of subsidiaries####24,919####21,667####18,183 Net earnings####22,381####20,120####17,285 Other comprehensive income (loss)####1,366####(3,009)####(1,570) Comprehensive income##$##23,747##$##17,111##$##15,715"}
-{"_id": "UNH20231676", "title": "UNH Condensed Statements of Cash Flows", "text": " ########For the Years Ended December 31,#### (in millions)####2023####2022####2021 Operating activities############ Cash flows from operating activities##$##17,443##$##14,754##$##11,439 Investing activities############ Issuances of notes to subsidiaries####(41)####(567)####(444) Repayments of notes to subsidiaries####817####281####37 Cash paid for acquisitions####(8,144)####(20,728)####(4,953) Return of capital to parent company####639####1,424####245 Capital contributions to subsidiaries####(2,472)####(570)####(747) Cash received from dispositions####624####2,787####\u2014 Other, net####286####\u2014####\u2014 Cash flows used for investing activities####(8,291)####(17,373)####(5,862) Financing activities############ Common stock repurchases####(8,000)####(7,000)####(5,000) Proceeds from common stock issuances####1,353####1,253####1,355 Cash dividends paid####(6,761)####(5,991)####(5,280) Proceed from (repayments of) short-term borrowings, net####11####732####(1,302) Proceeds from issuance of long-term debt####6,394####14,819####6,933 Repayments of long-term debt####(2,125)####(3,015)####(3,150) Proceeds from notes from subsidiaries####1,188####594####3,223 Other, net####(702)####(674)####(447) Cash flows from (used for) financing activities####(8,642)####718####(3,668) Increase (decrease) in cash and cash equivalents####510####(1,901)####1,909 Cash and cash equivalents, beginning of period####266####2,167####258 Cash and cash equivalents, end of period##$##776##$##266##$##2,167 Supplemental cash flow disclosures############ Cash paid for interest##$##3,257##$##1,969##$##1,575 Cash paid for income taxes####4,426####4,298####3,050"}
-{"_id": "UNH20231685", "title": "UNH 1. Basis of Presentation", "text": "UnitedHealth Group\u2019s parent company financial information has been derived from its consolidated financial statements and should be read in conjunction with the consolidated financial statements included in this Form 10-K. The accounting policies for the registrant are the same as those described in Note 2 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, \u201cFinancial Statements and Supplementary Data.\u201d"}
-{"_id": "UNH20231687", "title": "UNH 2. Subsidiary Transactions", "text": "Investment in Subsidiaries. UnitedHealth Group\u2019s investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries."}
-{"_id": "UNH20231688", "title": "UNH 2. Subsidiary Transactions", "text": "Dividends and Capital Distributions. Cash dividends received from subsidiaries and included in Cash Flows from Operating Activities in the Condensed Statements of Cash Flows were $18.5 billion, $15.6 billion and $10.8 billion in 2023, 2022 and 2021, respectively. Additionally, $0.6 billion, $1.4 billion and $0.2 billion in cash were received as a return of capital to the parent company during 2023, 2022 and 2021, respectively."}
-{"_id": "UNH20231690", "title": "UNH 3. Short-Term Borrowings and Long-Term Debt", "text": "Discussion of short-term borrowings and long-term debt can be found in Note 8 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, \u201cFinancial Statements and Supplementary Data.\u201d Long-term debt obligations of the parent company do not include other financing obligations at subsidiaries which totaled $1.1 billion and $0.9 billion at December 31, 2023 and 2022."}
-{"_id": "UNH20231698", "title": "UNH 3. Short-Term Borrowings and Long-Term Debt", "text": "Maturities of short-term borrowings and long-term debt for the years ending December 31 are as follows: (in millions)#### 2024##$##4,088 2025####3,050 2026####2,500 2027####2,925 2028####3,000 Thereafter####47,002"}
-{"_id": "UNH20231699", "title": "UNH 3. Short-Term Borrowings and Long-Term Debt", "text": "UnitedHealth Group\u2019s parent company had notes payable to subsidiaries of $9.9 billion and $8.7 billion as of December 31, 2023 and 2022, respectively, which included on-demand features."}
-{"_id": "UNH20231701", "title": "UNH 4. Commitments and Contingencies", "text": "Certain regulated subsidiaries are guaranteed by UnitedHealth Group\u2019s parent company in the event of insolvency. UnitedHealth Group\u2019s parent company also provides guarantees related to its service level under certain contracts. None of the amounts accrued, paid or charged to income for service level guarantees were material as of December 31, 2023, 2022 or 2021."}
-{"_id": "UNH20231702", "title": "UNH 4. Commitments and Contingencies", "text": "For a summary of commitments and contingencies, see Note 12 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, \u201cFinancial Statements and Supplementary Data.\u201d"}
-{"_id": "UNH20231705", "title": "UNH FORM 10-K SUMMARY", "text": "None."}
-{"_id": "UNH20231707", "title": "UNH SIGNATURES", "text": "Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized."}
-{"_id": "UNH20231711", "title": "UNH Dated: February 28, 2024", "text": " ##UNITEDHEALTH GROUP INCORPORATED## By####/s/ ANDREW WITTY ####Andrew Witty Chief Executive Officer"}
-{"_id": "UNH20231737", "title": "UNH Dated: February 28, 2024", "text": "Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature##Title##Date /s/ ANDREW WITTY##Director and Chief Executive Officer (principal executive officer)##February 28, 2024 Andrew Witty#### /s/ JOHN REX##Executive Vice President and Chief Financial Officer (principal financial officer)##February 28, 2024 John Rex#### /s/ THOMAS ROOS##Senior Vice President and Chief Accounting Officer (principal accounting officer)##February 28, 2024 Thomas Roos#### *##Director##February 28, 2024 Charles Baker#### *##Director##February 28, 2024 Timothy Flynn#### *##Director##February 28, 2024 Paul Garcia#### *##Director##February 28, 2024 Kristen Gil#### *##Director##February 28, 2024 Stephen Hemsley#### *##Director##February 28, 2024 Michele Hooper#### *##Director##February 28, 2024 F. William McNabb III#### *##Director##February 28, 2024 Valerie Montgomery Rice, M.D.#### *##Director##February 28, 2024 John Noseworthy, M.D.####"}
-{"_id": "UNH20231739", "title": "UNH Rupert Bondy As Attorney-in-Fact", "text": ""}
-{"_id": "V20230004", "title": "V OVERVIEW", "text": "Visa is one of the world\u2019s leaders in digital payments. Our purpose is to uplift everyone, everywhere by being the best way to pay and be paid. We facilitate global commerce and money movement across more than 200 countries and territories among a global set of consumers, merchants, financial institutions and government entities through innovative technologies."}
-{"_id": "V20230011", "title": "V OVERVIEW", "text": "Since Visa\u2019s early days in 1958, we have been in the business of facilitating payments between consumers and businesses. We are focused on extending, enhancing and investing in our proprietary advanced transaction processing network, VisaNet, to offer a single connection point for facilitating payment transactions to multiple endpoints through various form factors. As a network of networks enabling global movement of money through all available networks, we are working to provide payment solutions and services for everyone, everywhere. Through our network, we offer products, solutions and services that facilitate secure, reliable and efficient money movement for participants in the ecosystem. \u2022We facilitate secure, reliable and efficient money movement among consumers, issuing and acquiring financial institutions and merchants. We have traditionally referred to this structure as the \u201cfour-party\u201d model. Please see Our Core Business discussion below. As the payments ecosystem continues to evolve, we have broadened this model to include digital banks, digital wallets and a range of financial technology companies (fintechs), governments and non-governmental organizations (NGOs). We provide transaction processing services (primarily authorization, clearing and settlement) to our financial institution and merchant clients through VisaNet. During fiscal year 2023, 276 billion payments and cash transactions with Visa\u2019s brand were processed by Visa or other networks, equating to an average of 757 million transactions per day. Of the 276 billion total transactions, 213 billion were processed by Visa. \u2022We offer a wide range of Visa-branded payment products that our clients, including 14,500 financial institutions, use to develop and offer payment solutions or services, including credit, debit, prepaid and cash access programs for individual, business and government account holders. During fiscal year 2023, Visa\u2019s total payments and cash volume was $15 trillion, and 4.3 billion payment credentials, which are issued Visa card accounts that were available worldwide to be used at more than 130 million merchant locations.(1) \u2022We take an open partnership approach and seek to provide value by enabling access to our global network, including offering our technology capabilities through application programming interfaces (APIs). We partner with both traditional and emerging players to innovate and expand the payments ecosystem, allowing them to use the resources of our platform to scale and grow their businesses more quickly and effectively. \u2022We are accelerating the migration to digital payments through our network of networks strategy. We aim to provide a single connection point so that Visa clients can enable money movement for businesses, governments and consumers, regardless of which network is used to start or complete the transaction. This model ultimately helps to unify a complex payments ecosystem. Visa\u2019s network of networks approach creates opportunities by facilitating person-to-person (P2P), business-to-consumer (B2C), business-to-business (B2B) and government-to-consumer (G2C) payments, in addition to consumer to business (C2B) payments. \u2022We provide value added services to our clients, including issuing solutions, acceptance solutions, risk and identity solutions, open banking and advisory services. \u2022We invest in and promote our brand to the benefit of our clients and partners through advertising, promotional and sponsorship initiatives with the International Olympic Committee, the International Paralympic Committee and the National Football League (NFL), among others. We also use these sponsorship assets to showcase our payment innovations."}
-{"_id": "V20230013", "title": "V OVERVIEW", "text": "(1) The number includes an estimated 30 million locations through payment facilitators, which are technology providers that provide payment acceptance services to merchants on behalf of acquirers. Data provided to Visa by acquiring institutions and other third parties as of June 30, 2023."}
-{"_id": "V20230016", "title": "V FISCAL YEAR 2023 KEY STATISTICS", "text": "(1)Please see Item 7 of this report for a reconciliation of our GAAP to non-GAAP financial results."}
-{"_id": "V20230018", "title": "V OUR CORE BUSINESS", "text": "In a typical Visa C2B payment transaction, the consumer purchases goods or services from a merchant using a Visa card or payment product. The merchant presents the transaction data to an acquirer, usually a bank or third-party processing firm that supports acceptance of Visa cards or payment products, for verification and processing. Through VisaNet, the acquirer presents the transaction data to Visa, which in turn sends the transaction data to the issuer to check the account holder\u2019s account balance or credit line for authorization. After the transaction is authorized, the issuer posts the transaction to the consumer\u2019s account and effectively pays the acquirer an amount equal to the value of the transaction, minus the interchange reimbursement fee. The acquirer pays the amount of the purchase, minus the merchant discount rate (MDR), to the merchant."}
-{"_id": "V20230020", "title": "V OUR CORE BUSINESS", "text": "Visa earns revenue by facilitating money movement across more than 200 countries and territories among a global set of consumers, merchants, financial institutions and government entities through innovative technologies."}
-{"_id": "V20230022", "title": "V Table of Contents", "text": "Our net revenues in fiscal year 2023 consisted of the following:"}
-{"_id": "V20230023", "title": "V Table of Contents", "text": "SERVICE REVENUES Earned for services provided in support of client usage of Visa payment services"}
-{"_id": "V20230024", "title": "V Table of Contents", "text": "DATA PROCESSING REVENUES Earned for authorization, clearing, settlement; value added services related to issuing, acceptance, and risk and identity solutions; network access; and other maintenance and support services that facilitate transaction and information processing among our clients globally"}
-{"_id": "V20230025", "title": "V Table of Contents", "text": "INTERNATIONAL TRANSACTION REVENUES Earned for cross-border transaction processing and currency conversion activities"}
-{"_id": "V20230026", "title": "V Table of Contents", "text": "(1)Figure may not recalculate exactly due to rounding."}
-{"_id": "V20230027", "title": "V Table of Contents", "text": "Please see Item 7 and Note 1\u2014Summary of Significant Accounting Policies included in Item 8 of this report, which include disclosures on how we earn and recognize our revenues."}
-{"_id": "V20230028", "title": "V Table of Contents", "text": "Visa provides payment processing for both non-Visa-branded and Visa-branded card transactions. In the context of non-Visa-branded card transactions, we facilitate payment processing by providing gateway routing services to other payment networks. At the client\u2019s request, we may provide authorization, clearing or settlement services on our network before or after we route the transaction to the other payments network. In those instances, Visa may earn data processing revenues for the specific services provided. In the context of Visa-branded card transactions on our network, we provide authorization, clearing and settlement services and may earn service, data processing, international transaction, or other revenues. Depending on applicable regulations, some payment processors may or may not use our network to process Visa-branded card transactions. If they use our network, we may earn service revenues and data processing revenues. If they do not use our network, we earn only service revenues."}
-{"_id": "V20230030", "title": "V Table of Contents", "text": "Visa is not a financial institution. We do not issue cards, extend credit or set rates and fees for account holders of Visa products nor do we earn revenues from, or bear credit risk with respect to, any of these activities. Interchange reimbursement fees reflect the value merchants receive from accepting our products and play a key role in balancing the costs and benefits that account holders and merchants derive from participating in our payments networks. Generally, interchange reimbursement fees are paid by acquirers to issuers. We establish default interchange reimbursement fees that apply absent other established settlement terms. These default interchange reimbursement fees are set independently from the revenues we receive from issuers and acquirers. Our acquiring clients are responsible for setting the fees they charge to merchants for the MDR and for soliciting merchants. Visa sets fees to acquirers independently from any fees that acquirers may charge merchants. Therefore, the fees we receive from issuers and acquirers are not derived from interchange reimbursement fees or MDRs."}
-{"_id": "V20230032", "title": "V Table of Contents", "text": "Visa\u2019s strategy is to accelerate our revenue growth in consumer payments, new flows and value added services, and fortify the key foundations of our business model."}
-{"_id": "V20230033", "title": "V Table of Contents", "text": "We seek to accelerate revenue growth in three primary areas \u2014 consumer payments, new flows and value added services."}
-{"_id": "V20230035", "title": "V Consumer Payments", "text": "We remain focused on moving trillions of dollars of consumer spending in cash and checks to cards and digital accounts on Visa\u2019s network of networks."}
-{"_id": "V20230037", "title": "V Core Products", "text": "Visa\u2019s growth has been driven by the strength of our core products \u2014 credit, debit and prepaid."}
-{"_id": "V20230038", "title": "V Core Products", "text": "Credit: Credit cards and digital credentials allow consumers and businesses to access credit to pay for goods and services. Credit cards are affiliated with programs operated by financial institution clients, co-brand partners, fintechs and affinity partners."}
-{"_id": "V20230040", "title": "V Core Products", "text": "Debit: Debit cards and digital credentials allow consumers and small businesses to purchase goods and services using funds held in their deposit accounts. Debit cards enable account holders to transact in person, online or via mobile without needing cash or checks and without accessing a line of credit. The Visa/PLUS Global ATM network also provides debit, credit and prepaid account holders with cash access, and other banking capabilities, in more than 200 countries and territories worldwide through issuing and acquiring partnerships with both financial institutions and independent ATM operators."}
-{"_id": "V20230042", "title": "V Table of Contents", "text": "Prepaid: Prepaid cards and digital credentials draw from a designated balance funded by individuals, businesses or governments. Prepaid cards address many use cases and needs, including general purpose reloadable, payroll, government and corporate disbursements, healthcare, gift and travel. Visa-branded prepaid cards also play an important part in financial inclusion, bringing payment solutions to those with limited or no access to traditional banking products."}
-{"_id": "V20230045", "title": "V Enablers", "text": "We enable consumer payments and help our clients grow as digital commerce, new technologies and new participants continue to transform the payments ecosystem. Some examples include: Tap to Pay"}
-{"_id": "V20230046", "title": "V Enablers", "text": "As we seek to improve the user experience in the face-to-face environment, contactless payments or tap to pay, which is the process of tapping a contactless card or mobile device on a terminal to make a payment, has emerged as a preferred way to pay among consumers in many countries around the world. Tap to pay adoption is growing and many consumers have come to expect touchless payment experiences."}
-{"_id": "V20230047", "title": "V Enablers", "text": "Globally, we have 50 countries and territories with more than 90 percent contactless penetration and more than 100 countries and territories where tap to pay is more than 50 percent of face-to-face transactions. Excluding the United States, 76 percent of face-to-face transactions globally were contactless in fiscal year 2023. In the U.S., Visa has surpassed 40 percent contactless penetration and more than 520 million tap-to-pay-enabled Visa cards. We have activated more than 750 contactless public transport projects worldwide. In addition, we processed more than 1.6 billion contactless transactions on global transit systems in fiscal year 2023, an increase of more than 30 percent year over year."}
-{"_id": "V20230049", "title": "V Tokenization", "text": "Visa Token Service (VTS) brings trust to digital commerce innovation. As consumers increasingly rely on digital transactions, VTS is designed to enhance the digital ecosystem through improved authorization, reduced fraud and improved consumer experience. VTS helps protect digital transactions by replacing 16-digit Visa account numbers with a token that includes a surrogate account number, cryptographic information and other data to protect the underlying account information. This security technology can work for a variety of payment transactions, both in person or online."}
-{"_id": "V20230050", "title": "V Tokenization", "text": "The provisioning of network tokens continues to accelerate. As of the end of fiscal year 2023, Visa provisioned more than 7.5 billion network tokens, surpassing the number of physical cards in circulation. The milestone reinforces Visa\u2019s commitment to secure, reliable and efficient money movement, in person and online."}
-{"_id": "V20230053", "title": "V Click to Pay", "text": "Click to Pay provides a simplified and more consistent cardholder checkout experience online by removing time-consuming key entry of personal information and enabling consumer and transaction data to be passed securely between payments network participants. Based on the EMV\u00ae Secure Remote Commerce industry standard, Click to Pay brings a standardized and streamlined approach to online checkout and meets the needs of consumers shopping across a growing number of connected devices. The goal of Click to Pay is to make digital payments as secure, reliable and interoperable as the checkout experience in person."}
-{"_id": "V20230056", "title": "V New Flows", "text": "New flows focus on facilitating commercial and global money movement across Visa\u2019s network of networks. This approach creates opportunities to capture new sources of money movement through card and non-card flows for consumers, businesses and governments around the world by facilitating P2P, B2C, B2B and G2C payments."}
-{"_id": "V20230058", "title": "V Visa Direct", "text": "Visa Direct is part of Visa\u2019s strategy beyond C2B payments and helps facilitate the delivery of funds to eligible cards, deposit accounts and digital wallets across more than 190 countries and territories. Visa Direct supports multiple use cases, such as P2P payments and account-to-account transfers, business and government payouts to individuals or small businesses, merchant settlements and refunds."}
-{"_id": "V20230059", "title": "V Visa Direct", "text": "Visa Direct utilizes more than 70 domestic payment schemes, 10 real-time payments schemes, 15 card-based networks and five payment gateways, with the potential to reach more than 8.5 billion cards, deposit accounts and digital wallets. In fiscal year 2023, Visa Direct processed more than 7.5 billion transactions across more than 2,800 global programs. Visa Direct solutions supported more than 500 partners across more than 65 use cases. We also announced in fiscal year 2023 Visa\u2019s partnership with DailyPay, i2C, PayPal, TabaPay, Venmo and Western Union to pilot Visa+, an innovative service that aims to help individuals send money quickly and securely between different participating P2P digital payment apps."}
-{"_id": "V20230060", "title": "V Visa Direct", "text": "We continue to build on our network of networks strategy by investing in our own capabilities with Visa+ and Visa Alias Directory Service, which offers capabilities to our clients to link aliases, such as mobile numbers or email addresses, to payment credentials, as well as strategically collaborating with digital and mobile payment providers to expand the reach of Visa Direct and deliver even stronger domestic and cross-border payment and connection capabilities to our clients."}
-{"_id": "V20230062", "title": "V Visa Commercial Solutions", "text": "We are also expanding our network with B2B payments. Our three strategic areas of focus include investing in and growing card-based payments, accelerating our efforts in non-card, cross-border payments and digitizing domestic accounts payable and accounts receivable processes. We offer a portfolio of commercial payment solutions, including small business, corporate (travel) cards, purchasing cards, virtual cards and digital credentials, non-card cross-border B2B payment options and disbursement accounts, covering most major industry segments around the world. These solutions are designed to bring efficiency, controls and automation to small businesses, commercial and government payment processes, ranging from employee travel to fully integrated, invoice-based payables."}
-{"_id": "V20230063", "title": "V Visa Commercial Solutions", "text": "Visa B2B Connect is a multilateral B2B cross-border payments network designed to facilitate transactions from the bank of origin directly to the beneficiary bank, helping streamline settlement and optimize payments for financial institutions\u2019 corporate clients. The network delivers B2B cross-border payments that are reliable, flexible, data-rich, secure and cost-effective. Visa B2B Connect continues to scale and is available in more than 100 countries and territories."}
-{"_id": "V20230066", "title": "V Visa Cross-Border Solutions", "text": "Formerly Treasury as a Service, Visa Cross-Border Solutions aligns with our global network of networks strategy, as we are focused on building the infrastructure that enables our clients of all sizes to deliver cross-border products with visibility, speed and security. This includes a series of solutions for our established cross-border consumer payments business, as well as use cases enabled by our digitally native Currencycloud platform, which includes real-time foreign exchange rates, virtual accounts, and enhanced liquidity and settlement capabilities."}
-{"_id": "V20230069", "title": "V Value Added Services", "text": "Value added services represent an opportunity for us to diversify our revenue with products and solutions that differentiate our network, deepen our client relationships and deliver innovative solutions across other networks."}
-{"_id": "V20230071", "title": "V Issuing Solutions", "text": "Visa DPS is one of the largest issuer processors of Visa debit transactions in the world. In addition to multi-network transaction processing, Visa DPS also provides a wide range of value added services, including fraud mitigation, dispute management, data analytics, campaign management, a suite of digital solutions and contact center services. Our capabilities in API-based issuer processing solutions, like DPS Forward, allow our clients to create new payments use cases and provide them with modular capabilities for digital payments."}
-{"_id": "V20230072", "title": "V Issuing Solutions", "text": "We also provide a range of other services and digital solutions to issuers, such as account controls, digital issuance, and branded consumer experiences. Additionally, Visa provides loyalty and benefits solution to issuers aimed at creating compelling and differentiated cardholder experiences, as well as Buy Now, Pay Later (BNPL) capabilities. BNPL or installment payments allow shoppers the flexibility to pay for a purchase in equal payments over a defined period of time. Visa is investing in installments as a payments strategy \u2014 by offering a portfolio of BNPL solutions for traditional clients, as well as installments providers, who use our cards and services to support a wide variety of installment options before, during or after checkout, in person and online."}
-{"_id": "V20230074", "title": "V Acceptance Solutions", "text": "Visa Acceptance Solutions, which includes Cybersource, provides modular, value added services in addition to the traditional gateway function of connecting merchants to payment processing. Using the platform, acquirers, payment service providers, independent software vendors, and merchants of all sizes can improve the way their consumers engage and transact; help to mitigate fraud and lower operational costs; and adapt to changing business requirements. They can also connect with other fintechs through a global payment management platform to use their services. Visa Acceptance Solutions\u2019 capabilities provide new and enhanced payment integrations with ecommerce platforms, enabling sellers and acquirers to provide tailored commerce experiences with payments seamlessly embedded. Visa Acceptance Solutions enables an omnichannel solution with a cloud-based architecture to deliver more innovation at the point of sale."}
-{"_id": "V20230075", "title": "V Acceptance Solutions", "text": "In addition, Visa provides secure, reliable services for merchants and acquirers that reduce friction and drive acceptance. Examples include Global Urban Mobility, which supports transit operators to accept Visa contactless payments in addition to closed-loop payment solutions; and Visa Account Updater, which provides updated account information for merchants to help strengthen customer relationships and retention. Visa also offers dispute management services, including a network-agnostic solution from Verifi that enables merchants to prevent and resolve disputes with a single connection."}
-{"_id": "V20230077", "title": "V Risk and Identity Solutions", "text": "Visa\u2019s risk and identity solutions transform data into insights for near real-time decisions and facilitate account holder authentication to help clients prevent fraud and protect account holder data. With the increasing popularity of omnichannel commerce and digital payments among consumers, fraud prevention helps increase trust in digital payments. Solutions such as Visa Advanced Authorization, Visa Secure, Visa Risk Manager and Decision Manager, Visa Consumer Authentication Service, and payment-decisioning solutions from CardinalCommerce empower financial institutions and merchants with tools that help automate and simplify fraud prevention and enhance payment security."}
-{"_id": "V20230079", "title": "V Risk and Identity Solutions", "text": "Aligned to our network of networks strategy, Visa is increasingly bringing our expertise and capabilities to emerging fraud challenges, working with network operators and financial institutions to help mitigate fraud. These value-added fraud prevention tools layer on top of a suite of our network programs that protect the safety and integrity of the payment ecosystem, and along with our investments in intelligence and technology, help to prevent, detect and mitigate threats. These programs and Visa\u2019s fraud prevention expertise are among the core benefits of"}
-{"_id": "V20230081", "title": "V Table of Contents", "text": "being part of the Visa network. Through the combined efforts of security and identity tools and services, payment and cyber intelligence, insights and learnings from client or partner breach investigations, and law enforcement engagement, Visa helps protect financial institutions and merchants from fraud and solve payment security challenges."}
-{"_id": "V20230083", "title": "V Open Banking", "text": "In March 2022, Visa acquired Tink AB, an open banking platform, to catalyze fintech innovation and accelerate the development and adoption of open banking securely and at scale. Visa\u2019s open banking capabilities range from data access use cases, such as account verification, balance check and personal finance management, to payment initiation capabilities, such as account-to-account transactions and merchant payments. These capabilities can help our partner businesses deliver valuable services to their customers."}
-{"_id": "V20230085", "title": "V Advisory Services", "text": "Visa Consulting and Analytics (VCA) is the payments consulting advisory arm of Visa. The combination of our deep payments expertise, proprietary analytical models applied to a breadth of data and our economic intelligence allows us to identify actionable insights, make recommendations and help implement solutions that can drive better business decisions and measurable outcomes for clients. VCA offers consulting services for issuers, acquirers, merchants, fintechs and other partners, spanning the entire customer journey from acquisition to retention. Further, VCA Managed Services, our dedicated execution arm within the consulting division, is being increasingly utilized by clients to implement our recommendations and wider value added services product enablement."}
-{"_id": "V20230086", "title": "V Advisory Services", "text": "We are fortifying the key foundations of our business model, which consist of becoming a network of networks, our technology platforms, security, brand and talent."}
-{"_id": "V20230088", "title": "V Network of Networks", "text": "Our network of networks strategy means moving money to all endpoints and to all form factors, using all available networks and being a single connection point for our partners; and providing our value added services on all transactions, no matter the network. The key component of our network of networks strategy is interoperability. We are opening up our network and increasingly using other networks to reach accounts we could not otherwise reach and enabling new types of money movement. Visa B2B Connect, Visa Direct, and Visa+ are examples of our strategy."}
-{"_id": "V20230090", "title": "V Technology Platforms", "text": "Visa\u2019s leading technology platforms comprise software, hardware, data centers and a large telecommunications infrastructure. Visa\u2019s four data centers are a critical part of our global processing environment and have a high redundancy of network connectivity, power and cooling designed to provide continuous availability of systems. Together, these systems deliver the secure, convenient and reliable service that our clients and consumers expect from the Visa brand."}
-{"_id": "V20230093", "title": "V Security", "text": "Our in-depth, multi-layer security approach includes a formal program to devalue sensitive and/or personal data through various cryptographic means; embedded security in the software development lifecycle; identity and access management controls to protect against unauthorized access; and advanced cyber detection and response capabilities. We deploy security tools that help keep our clients and consumers safe. We also invest significantly in our comprehensive approach to cybersecurity. We deploy security technologies to protect data confidentiality, the integrity of our network and service availability to strengthen our core cybersecurity capabilities to minimize risk. Our"}
-{"_id": "V20230095", "title": "V Table of Contents", "text": "payments fraud disruption team continually monitors threats to the payments ecosystem to help ensure attacks are detected and prevented efficiently and effectively."}
-{"_id": "V20230097", "title": "V Brand", "text": "Visa\u2019s strong brand helps deliver added value to our clients and their customers, financial institutions, merchants and partners through compelling brand expressions, a wide range of products and services as well as innovative brand and marketing efforts. In line with our commitment to an expansive and diverse range of partnerships for the benefit of our stakeholders, Visa is a sponsor of top entertainment and sports events including the FIFA Women\u2019s World Cup 2023TM, the Olympic and Paralympic Games, and the Super Bowl."}
-{"_id": "V20230099", "title": "V Talent", "text": "Attracting, developing and advancing the best talent globally is critical to our continued success. This year we grew our total workforce from approximately 26,500 in fiscal year 2022 to approximately 28,800 employees in fiscal year 2023, an increase of 9 percent year over year. Voluntary workforce turnover (rolling 12-month attrition) was 6 percent as of September 30, 2023. Visa employees are located in more than 80 countries and territories, with 55 percent located outside the U.S. At the end of fiscal year 2023, Visa\u2019s global workforce was 58 percent men and 42 percent women, and women represented 36 percent of Visa\u2019s leadership (defined as vice president level and above). In the U.S., ethnicity of our workforce was 42 percent Asian, 8 percent Black, 13 percent Hispanic, 3 percent Other and 35 percent White. For our U.S. leadership, the breakdown was 18 percent Asian, 6 percent Black, 13 percent Hispanic, 3 percent Other and 60 percent White."}
-{"_id": "V20230100", "title": "V Talent", "text": "Given Visa\u2019s ambitious growth agenda and efforts to achieve our purpose, we have focused on enhancing our employees\u2019 expertise across our business. This includes an enhanced development program for our senior leaders and a formal technology apprenticeship program to help us broaden and strengthen our talent channels and pipelines. We have also committed to providing employees with the tools they need to do their work more quickly and easily, including an artificial intelligence or AI-driven portal with a searchable knowledge base to create customized results and bespoke solutions. We enhanced our mental well-being and retirement benefits, which is reflective of our key priority to take care of our employees."}
-{"_id": "V20230101", "title": "V Talent", "text": "We also are dedicated to ensuring that employees feel valued in their day-to-day work. During our global employee engagement survey last year, we learned that our employees wanted more opportunities to recognize and be recognized, in more informal ways. In response, Visa developed a program that better enabled employees to provide peer-to-peer recognition for each other\u2019s contributions. Using UPLIFT, Visa\u2019s new recognition platform, employees can celebrate their peers\u2019 achievements, send e-cards to celebrate the employee journey (from welcoming new hires to recognizing service anniversaries), use an automated internal networking tool that matches employees based on smart algorithms, and more. Importantly, all our recognition categories are grounded in behaviors that reflect our employee value proposition or Visa\u2019s Leadership Principles \u2013 further reinforcing that at Visa, it is not only about what you achieve, but how you do it. Employee engagement in peer recognition has significantly increased since the launch, with monthly active users reaching 78 percent in September 2023, compared to 45 percent in September 2022. With this enhanced platform, employees are encouraged to recognize and uplift each other."}
-{"_id": "V20230102", "title": "V Talent", "text": "Visa is committed to pay equity, regardless of gender or race/ethnicity, and conducts pay equity analyses on an annual basis. We are also committed to transparency \u2013 this year, we launched total rewards statements in the United Kingdom in addition to those already provided in Asia, to drive a deeper understanding and appreciation of total rewards value to the individual. We plan to introduce statements in the U.S. as well. For additional information regarding our human capital management, please see the section titled \u201cTalent and Human Capital Management\u201d in Visa\u2019s 2023 Proxy Statement as well as our website at visa.com/esg, which includes enhanced workforce disclosures that include our 2022 Consolidated EEO-1 Report and our 2022 Environmental, Social and Governance (ESG) Report. See Available Information below."}
-{"_id": "V20230105", "title": "V FINTECH AND DIGITAL PARTNERSHIPS", "text": "Fintechs are a vital growth engine for Visa and a key driver in realizing our purpose \u2013 to uplift everyone, everywhere by being the best way to pay and be paid. Fintechs are key enablers of new payment experiences and new flows. Our work with fintechs is one of our greatest opportunities and has opened new points of acceptance, extended credit at the point of sale, made cross-border money flows more efficient, moved B2B spend onto Visa\u2019s network, expedited payroll and provided digital wallet customers access to our services. Our portfolio of fintech partners is diverse and continues to grow and scale. We signed more than 500 commercial partnerships with"}
-{"_id": "V20230107", "title": "V Table of Contents", "text": "fintechs globally, from early stage companies to growing and mature players, an increase of 25 percent year over year."}
-{"_id": "V20230108", "title": "V Table of Contents", "text": "To better serve fintechs, Visa has a suite of streamlined commercial programs and digital onboarding tools. Fintech Fast Track, our flagship program for fintechs is designed to help launch new financial features quickly, such as launching a new card program or enabling the movement of money with Visa Direct. We provide streamlined onboarding and turnkey access to hundreds of ecosystem partners. The program has welcomed hundreds of fintechs who are actively engaged in the program."}
-{"_id": "V20230109", "title": "V Table of Contents", "text": "Visa Ready, our certification program, helps technology companies build and launch payment solutions that meet Visa's global standards around security and functionality. Fintech Partner Connect helps build pathways between Visa\u2019s issuing clients and fintech providers. With our startup engagement programs, like the Visa Everywhere Initiative that launched in 2022, early-stage companies can build payment solutions based on our capabilities. Visa also manages programs including She\u2019s Next, Empowered by Visa, a global women\u2019s entrepreneurship initiative, and Africa Fintech Accelerator Program to uplift underrepresented communities."}
-{"_id": "V20230111", "title": "V MERGERS AND ACQUISITIONS, JOINT VENTURES AND STRATEGIC INVESTMENTS", "text": "Visa continually explores opportunities to augment our capabilities and provide meaningful value to our clients. Mergers and acquisitions, joint ventures and strategic investments complement our internal development and enhance our partnerships to align with Visa\u2019s priorities. Visa applies a rigorous business analysis to our acquisitions, joint ventures and investments to ensure they will differentiate our network, provide value added services and accelerate growth."}
-{"_id": "V20230112", "title": "V MERGERS AND ACQUISITIONS, JOINT VENTURES AND STRATEGIC INVESTMENTS", "text": "In fiscal year 2023, we signed a definitive agreement to acquire Pismo, a cloud-native issuer processing and core banking platform with operations in Latin America, Asia Pacific and Europe. The transaction is subject to customary closing conditions, including applicable regulatory reviews and approvals."}
-{"_id": "V20230114", "title": "V CORPORATE RESPONSIBILITY AND SUSTAINABILITY", "text": "Visa is committed to operating as a responsible, ethical, inclusive and sustainable company. As one of the global leaders in digital payments, Visa strives to join with clients, partners and other stakeholders to empower people, businesses and communities to thrive, to be an industry leader in addressing the corporate responsibility and sustainability (CRS) topics most significant to our role as a payments technology company, and to meet and exceed our expectations for performance and transparency. Visa\u2019s purpose is to uplift everyone, everywhere by being the best way to pay and be paid. We believe deeply in our purpose, and we are focused on empowering people and economies; securing commerce and protecting customers; investing in our workforce; protecting the planet; and operating responsibly. Our 2022 ESG Report, as well as other CRS-related resources are available on our website at visa.com/esg. See Available Information below."}
-{"_id": "V20230116", "title": "V INTELLECTUAL PROPERTY", "text": "We own and manage the Visa brand, which stands for acceptance, security, convenience, speed and reliability. Our portfolio of Visa-owned trademarks is important to our business. Generally, trademark registrations are valid indefinitely as long as they are in use and/or maintained. We give our clients access to these assets through agreements with our issuers and acquirers, which authorize the use of our trademarks in connection with their participation in our payments network. Additionally, we own a number of patents and patent applications related to our business and continue to pursue patents in emerging technologies that may have applications in our business. We rely on a combination of patent, trademark, copyright and trade secret laws in the U.S. and other jurisdictions, as well as confidentiality procedures and contractual provisions, to protect our proprietary technology."}
-{"_id": "V20230119", "title": "V COMPETITION", "text": "The global payments industry continues to undergo dynamic change. Existing and emerging competitors compete with Visa\u2019s network and payment solutions for consumers and for participation by financial institutions and merchants. Technology and innovation are shifting consumer habits and driving growth opportunities in ecommerce, mobile payments, blockchain technology and digital currencies. These advances are enabling new entrants, many"}
-{"_id": "V20230121", "title": "V Table of Contents", "text": "of which depart from traditional network payment models. In certain countries, the evolving regulatory landscape is creating local networks or enabling additional processing competition."}
-{"_id": "V20230122", "title": "V Table of Contents", "text": "We compete against all forms of payment. This includes paper-based payments, primarily cash and checks, and all forms of electronic payments. Our electronic payment competitors principally include:"}
-{"_id": "V20230123", "title": "V Table of Contents", "text": "Global or Multi-Regional Networks: These networks typically offer a range of branded, general purpose card payment products that consumers can use at millions of merchant locations around the world. Examples include American Express, Discover, JCB, Mastercard and UnionPay. These competitors may be more concentrated in specific geographic regions, such as Discover in the U.S. and JCB in Japan, or have a leading position in certain countries, such as UnionPay in China. See Item 1A\u2014Regulatory Risks\u2014Government-imposed obligations and/or restrictions on international payments systems may prevent us from competing against providers in certain countries, including significant markets such as China and India. Based on available data, Visa is one of the largest retail electronic funds transfer networks used throughout the world."}
-{"_id": "V20230129", "title": "V Table of Contents", "text": "The following chart compares our network with these network competitors for calendar year 2022(1): ##Visa##American Express##Diners Club / Discover##JCB##Mastercard Payments Volume ($B)##11,668##1,540##243##312##6,568 Total Volume ($B)(2)##14,108##1,553##258##320##8,177 Total Transactions (B)##260##10##4##6##150 Cards (M)##4,160##133##80##153##2,713"}
-{"_id": "V20230130", "title": "V Table of Contents", "text": "(1)American Express, Diners Club / Discover, JCB and Mastercard data sourced from The Nilson Report issue 1241 (May 2023). Includes all consumer, small business and commercial credit, debit and prepaid cards. American Express, Diners Club / Discover, and JCB include business from third-party issuers. JCB figures include other payment-related products and some figures are estimates. Mastercard excludes Maestro and Cirrus figures."}
-{"_id": "V20230131", "title": "V Table of Contents", "text": "(2)Total volume is the sum of payments volume and cash volume. Cash volume generally consists of cash access transactions, balance access transactions, balance transfers and convenience checks."}
-{"_id": "V20230132", "title": "V Table of Contents", "text": "Local and Regional Networks: Operated in many countries, these networks often have the support of government influence or mandate. In some cases, they are owned by financial institutions or payment processors. These networks typically focus on debit payment products, and may have strong local acceptance, and recognizable brands. Examples include NYCE, Pulse and STAR in the U.S., Interac in Canada and eftpos in Australia."}
-{"_id": "V20230133", "title": "V Table of Contents", "text": "Alternative Payments Providers: These providers, such as closed commerce ecosystems, BNPL solutions and cryptocurrency platforms, often have a primary focus of enabling payments through ecommerce and mobile channels; however, they are expanding or may expand their offerings to the physical point of sale. These companies may process payments using in-house account transfers between parties, electronic funds transfer networks like the ACH, global or local networks like Visa, or some combination of the foregoing. In some cases, these entities can be both a partner and a competitor to Visa."}
-{"_id": "V20230134", "title": "V Table of Contents", "text": "Real-time Payment (RTP) Networks: RTP networks have launched in multiple markets and continue to be driven by strong government sponsorship and regulatory initiatives to enable and drive adoption (e.g., FedNow in the U.S., PIX in Brazil and United Payments Interface (UPI) in India), increasing their position as an alternative to payment card schemes. These networks primarily focus on domestic transactions, with adoption varying by use cases and geographies. However, with linkages such as PayNow in Singapore and UPI in India, cross-border RTP networks are advancing and will compete with our cross-border business. RTP networks can compete with Visa on consumer payments and other payment flows (e.g., B2B and P2P) but can also be customers for value added services, such as risk management."}
-{"_id": "V20230135", "title": "V Table of Contents", "text": "Digital Wallet Providers: They continue to expand payment capabilities in person and online for consumers and merchants and provide consumers with additional ways to pay. While digital wallets can help drive Visa volumes, they can also be funded by non-card payment options. Digital wallet providers who utilize RTP networks provide additional competition."}
-{"_id": "V20230137", "title": "V Table of Contents", "text": "Payment Processors: Payment processors may perform processing services on third-party payments networks on behalf of issuers or acquirers. We compete with payment processors for the processing of Visa transactions. These processors may benefit from mandates requiring them to handle processing under local"}
-{"_id": "V20230139", "title": "V Table of Contents", "text": "regulation. For example, as a result of regulation in Europe under the Interchange Fee Regulation (IFR), we may face competition from other networks, processors and other third parties who could process Visa transactions directly with issuers and acquirers."}
-{"_id": "V20230140", "title": "V Table of Contents", "text": "New Flows Providers: We compete with alternative solutions to our new flows (e.g., Visa Direct and Visa B2B Connect) such as ACH, RTP and wires. We compete with other global and local card networks for commercial card portfolios. Additionally, we may face competition from financial institution clients who are experimenting with B2B blockchain payments."}
-{"_id": "V20230141", "title": "V Table of Contents", "text": "Value Added Service Providers: We face competition from companies that provide alternatives to our value added services. This includes a wide range of players, such as technology companies, information services and consulting firms, governments and merchant services companies. The integration of technology like generative AI can create new and better offerings that compete with our value added services, such as strengthened risk monitorization and managing digital identification. Regulatory initiatives could also lead to increased competition in these areas."}
-{"_id": "V20230142", "title": "V Table of Contents", "text": "We believe our fundamental value proposition of security, convenience, speed and reliability as well as the number of credentials and our acceptance footprint help us to succeed. In addition, we understand the needs of the individual markets in which we operate and partner with local financial institutions, merchants, fintechs, governments, NGOs and business organizations to provide tailored and innovative solutions. We will continue to utilize our network of networks strategy to facilitate the movement of money. We believe Visa is well-positioned competitively due to our global brand, our broad set of payment products, new flows offerings and value added services, and our proven track record of processing payment transactions securely and reliably."}
-{"_id": "V20230144", "title": "V GOVERNMENT REGULATION", "text": "As a global payments technology company, we are subject to complex and evolving global regulations in the various jurisdictions in which our products and services are used. The most significant government regulations that impact our business are discussed below. For further discussion of how global regulations may impact our business, see Item 1A\u2014Regulatory Risks."}
-{"_id": "V20230145", "title": "V GOVERNMENT REGULATION", "text": "Anti-Corruption, Anti-Money Laundering, Anti-Terrorism and Sanctions: We are subject to anti-corruption laws and regulations, including the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act and other laws that generally prohibit the making or offering of improper payments to foreign government officials and political figures for the purpose of obtaining or retaining business or to gain an unfair business advantage. We are also subject to anti-money laundering and anti-terrorist financing laws and regulations, including the U.S. Bank Secrecy Act. In addition, we are subject to economic and trade sanctions programs administered by the Office of Foreign Assets Control (OFAC) in the U.S. Therefore, we do not permit financial institutions or other entities that are domiciled in countries or territories subject to comprehensive OFAC trade sanctions (currently, Cuba, Iran, North Korea, Syria, Crimea, and the Donetsk People\u2019s Republic and Luhansk People\u2019s Republic regions of Ukraine), or that are included on OFAC\u2019s list of Specially Designated Nationals and Blocked Persons, to issue or acquire Visa cards or engage in transactions using our products and services."}
-{"_id": "V20230146", "title": "V GOVERNMENT REGULATION", "text": "Government-Imposed Market Participation Restrictions: Certain governments, including China, India, Indonesia, Thailand and Vietnam, have taken actions to promote domestic payments systems and/or certain issuers, payments networks or processors, by imposing regulations that favor domestic providers, impose local ownership requirements on processors, require data localization or mandate that domestic processing be done in that country."}
-{"_id": "V20230147", "title": "V GOVERNMENT REGULATION", "text": "Interchange Rates and Fees: An increasing number of jurisdictions around the world regulate or influence debit and credit interchange reimbursement rates in their regions. For example, the U.S. Dodd-Frank Wall Street Reform and Consumer Act (Dodd-Frank Act) limits interchange reimbursement rates for certain debit card transactions in the U.S.; the European Union (EU) IFR limits interchange rates in the European Economic Area (EEA) (as discussed below); and the Reserve Bank of Australia (RBA) and the Central Bank of Brazil regulate average permissible levels of interchange."}
-{"_id": "V20230149", "title": "V GOVERNMENT REGULATION", "text": "Internet Transactions: Many jurisdictions have adopted regulations that require payments system participants to monitor, identify, filter, restrict or take other actions with regard to certain types of payment transactions on the Internet, such as gambling, digital currencies, the purchase of cigarettes or alcohol and other controversial transaction types."}
-{"_id": "V20230151", "title": "V Table of Contents", "text": "Network Exclusivity and Routing: In the U.S., the Dodd-Frank Act limits network exclusivity and restrictions on merchant routing choice for the debit and prepaid market segments. Other jurisdictions impose similar limitations, such as the IFR\u2019s prohibition in Europe on restrictions that prevent multiple payment brands or functionality on the same card."}
-{"_id": "V20230152", "title": "V Table of Contents", "text": "No-surcharge Rules: We have historically enforced rules that prohibit merchants from charging higher prices to consumers who pay using Visa products instead of other means. However, merchants\u2019 ability to surcharge varies by geographic market as well as Visa product type, and continues to be impacted by litigation, regulation and legislation."}
-{"_id": "V20230153", "title": "V Table of Contents", "text": "Privacy and Data Protection: Aspects of our operations or business are subject to privacy, data use and data security regulations, which impact the way we use and handle data, operate our products and services and even impact our ability to offer a product or service. In addition, regulators are proposing new laws or regulations that could require Visa to adopt certain cybersecurity and data-handling practices, create new individual privacy rights and impose increased obligations on companies handling personal data."}
-{"_id": "V20230154", "title": "V Table of Contents", "text": "Supervisory Oversight of the Payments Industry: Visa is subject to financial sector oversight and regulation in substantially all of the jurisdictions in which we operate. In the U.S., for example, the Federal Banking Agencies (FBA) (formerly known as the Federal Financial Institutions Examination Council) has supervisory oversight over Visa under applicable federal banking laws and policies as a technology service provider to U.S. financial institutions. The federal banking agencies comprising the FBA are the Federal Reserve Board, the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the National Credit Union Administration. Visa also may be separately examined by the Consumer Financial Protection Bureau as a service provider to the banks that issue Visa-branded consumer credit and debit card products. Central banks in other countries/regions, including Canada, Europe, India, Ukraine and the UK (as discussed below), have recognized or designated Visa as a retail payment system under various types of financial stability regulations. Visa is also subject to oversight by banking and financial sector authorities in other jurisdictions, such as Brazil and Hong Kong."}
-{"_id": "V20230155", "title": "V Table of Contents", "text": "European and United Kingdom Regulations and Supervisory Oversight: Visa in Europe continues to be subject to complex and evolving regulation in the EEA and the UK."}
-{"_id": "V20230156", "title": "V Table of Contents", "text": "There are a number of EU regulations that impact our business. As discussed above, the IFR regulates interchange rates within the EEA, requires Visa Europe to separate its payment card scheme activities from processing activities for accounting, organization and decision-making purposes within the EEA, and imposes limitations on network exclusivity and routing. National competent authorities in the EEA are responsible for monitoring and enforcing the IFR in their markets. We are also subject to regulations governing areas such as privacy and data protection, anti-bribery, anti-money laundering, anti-terrorism and sanctions. Other regulations in Europe, such as the second Payment Services Directive (PSD2), require, among other things, that our financial institution clients provide certain customer account access rights to emerging non-financial institution players. PSD2 also includes strong customer authentication requirements for certain transactions that could impose both operational complexity on Visa and impact consumer payment experiences. Visa Europe is also subject to supervisory oversight by the European Central Bank and certain competent authorities in Europe."}
-{"_id": "V20230157", "title": "V Table of Contents", "text": "In the UK, Visa Europe is designated as a Recognized Payment System, bringing it within the scope of the Bank of England\u2019s supervisory powers and subjecting it to various requirements, including on issues such as governance and risk management designed to maintain the stability of the UK\u2019s financial system. Visa Europe is also regulated by the UK\u2019s Payment Systems Regulator (PSR), which has wide-ranging powers and authority to review our business practices, systems, rules and fees with respect to promoting competition and innovation in the UK, and ensuring payment systems take care of, and promote, the interests of service-users. Post-Brexit, the UK has adopted various European regulations, including regulations that impact the payments ecosystem, such as the IFR and PSD2. The PSR is responsible for monitoring Visa Europe\u2019s compliance with the IFR as adopted in the UK."}
-{"_id": "V20230158", "title": "V Table of Contents", "text": "Corporate Responsibility and Sustainability: Certain governments around the world are adopting laws and regulations pertaining to corporate responsibility and sustainability performance, transparency and reporting. Regulations may include mandated corporate reporting (e.g., Corporate Sustainability Reporting Directive) or in individual areas, such as mandated reporting on climate-related financial disclosures."}
-{"_id": "V20230160", "title": "V Table of Contents", "text": "Additional Regulatory Developments: Various regulatory agencies across the world also continue to examine a wide variety of other issues, including mobile payment transactions, tokenization, access rights for non-financial institutions, money transfer services, identity theft, account management guidelines, disclosure rules, security and marketing that could affect our financial institution clients and our business. Furthermore, following the"}
-{"_id": "V20230162", "title": "V Table of Contents", "text": "passage of PSD2 in Europe, several countries, including Australia, Brazil, Canada, Hong Kong and Mexico, are contemplating granting or have already granted various types of access rights to third-party processors, including access to consumer account data maintained by our financial institution clients. These changes could have negative implications for our business depending on how the regulations are framed and implemented."}
-{"_id": "V20230165", "title": "V AVAILABLE INFORMATION", "text": "Our corporate website is visa.com/ourbusiness. Our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, proxy statements and any amendments to those reports filed or furnished pursuant to the U.S. Securities Exchange Act of 1934, as amended, can be viewed at sec.gov and our investor relations website at investor.visa.com as soon as reasonably practicable after these materials are electronically filed with or furnished to the U.S. Securities and Exchange Commission (SEC). In addition, we routinely post financial and other information, which could be deemed to be material to investors, on our investor relations website. Information regarding our corporate responsibility and sustainability initiatives is also available on our website at visa.com/esg. The content of any of our websites referred to in this report is not incorporated by reference into this report or any other filings with the SEC."}
-{"_id": "V20230169", "title": "V Regulatory Risks", "text": "We are subject to complex and evolving global regulations that could harm our business and financial results."}
-{"_id": "V20230170", "title": "V Regulatory Risks", "text": "As a global payments technology company, we are subject to complex and evolving regulations that govern our operations. See Item 1\u2014Government Regulation for more information on the most significant areas of regulation that affect our business. The impact of these regulations on us, our clients, and other third parties could limit our ability to enforce our payments system rules; require us to adopt new rules or change existing rules; affect our existing contractual arrangements; increase our compliance costs; and require us to make our technology or intellectual property available to third parties, including competitors, in an undesirable manner. As discussed in more detail below, we may face differing rules and regulations in matters like interchange reimbursement rates, preferred routing, domestic processing and localization requirements, currency conversion, point-of-sale transaction rules and practices, privacy, data use or protection, licensing requirements, and associated product technology. As a result, the Visa operating rules and our other contractual commitments may differ from country to country or by product offering. Complying with these and other regulations increases our costs and reduces our revenue opportunities."}
-{"_id": "V20230171", "title": "V Regulatory Risks", "text": "If widely varying regulations come into existence worldwide, we may have difficulty rapidly adjusting our product offerings, services, fees and other important aspects of our business to comply with the regulations. Our compliance programs and policies are designed to support our compliance with a wide array of regulations and laws, such as regulations regarding anti-money laundering, anti-corruption, competition, money transfer services, privacy and sanctions, and we continually adjust our compliance programs as regulations evolve. However, we cannot guarantee that our practices will be deemed compliant by all applicable regulatory authorities. In the event our controls should fail or we are found to be out of compliance for other reasons, we could be subject to monetary damages, civil and criminal penalties, litigation, investigations and proceedings, and damage to our global brands and reputation. Furthermore, the evolving and increased regulatory focus on the payments industry could negatively impact or reduce the number of Visa products our clients issue, the volume of payments we process, our revenues, our brands, our competitive positioning, our ability to use our intellectual property to differentiate our products and services, the quality and types of products and services we offer, the countries in which our products are used, and the types of consumers and merchants who can obtain or accept our products, all of which could harm our business and financial results."}
-{"_id": "V20230172", "title": "V Regulatory Risks", "text": "Increased scrutiny and regulation of the global payments industry, including with respect to interchange reimbursement fees, merchant discount rates, operating rules, risk management protocols and other related practices, could harm our business."}
-{"_id": "V20230173", "title": "V Regulatory Risks", "text": "Regulators around the world have been establishing or increasing their authority to regulate various aspects of the payments industry. See Item 1\u2014Government Regulation for more information. In the U.S. and many other jurisdictions, we have historically set default interchange reimbursement fees. Even though we generally do not receive any revenue related to interchange reimbursement fees in a payment transaction (in the context of credit and debit transactions, those fees are paid by the acquirers to the issuers; the reverse is true for certain transactions like ATM), interchange reimbursement fees are a factor on which we compete with other payments providers and are therefore an important determinant of the volume of transactions we process. Consequently, changes to these fees, whether voluntarily or by mandate, can substantially affect our overall payments volumes and revenues."}
-{"_id": "V20230176", "title": "V Regulatory Risks", "text": "Interchange reimbursement fees, certain operating rules and related practices continue to be subject to increased government regulation globally, and regulatory authorities and central banks in a number of jurisdictions have reviewed or are reviewing these fees, rules and practices. For example: \u2022Regulations adopted by the U.S. Federal Reserve cap the maximum U.S. debit interchange reimbursement rate received by large financial institutions at 21 cents plus 5 basis points per transaction, plus a possible fraud adjustment of 1 cent. Additionally, the Dodd-Frank Act limits issuers\u2019 and our ability to adopt network exclusivity and preferred routing in the debit and prepaid area, which also impacts our business. In response to merchant requests, the Federal Reserve has recently taken actions to revisit its regulations that implement these aspects of the Dodd-Frank Act. For example, in October 2022, the Federal Reserve published a final rule effectively requiring issuers to ensure that at least two unaffiliated networks are available for routing card not present debit transactions by July 1, 2023. In October 2023, the Federal"}
-{"_id": "V20230183", "title": "V Table of Contents", "text": "Reserve issued a proposal for comment which would further lower debit interchange rates, with a mechanism for automatic adjustment every two years. Separately, there continues to be interest in regulation of credit interchange fees and routing practices by members of Congress and state legislators in the U.S. In June 2023, legislation was reintroduced in the U.S. House of Representatives and Senate, which among other things, would require large issuing banks to offer a choice of at least two unaffiliated networks over which electronic credit transactions may be processed. Similar legislation was introduced in the previous Congress in 2022 but failed to advance and become law. The current legislation has additional bipartisan support, and while the ultimate outcome of the legislation remains unclear, its sponsors continue to strongly advocate for its passage. \u2022In Europe, the EU\u2019s IFR places an effective cap on consumer credit and consumer debit interchange fees for both domestic and cross-border transactions within the EEA (30 basis points and 20 basis points, respectively). EU member states have the ability to further reduce these interchange levels within their territories. The European Commission has announced its intention to conduct another impact assessment of the IFR, which could result in even lower caps on interchange rates and the expansion of regulation to other types of products, services and fees. \u2022Several countries in Latin America continue to explore regulatory measures against payments networks and have either adopted or are exploring interchange caps, including Argentina, Brazil, Chile and Costa Rica. In Asia Pacific, the Reserve Bank of Australia (RBA) completed its review of the country\u2019s payment system regulations and adopted a series of measures, which include lower interchange rates for debit transactions. The RBA also continues to assess the potential merits of mandating co-badging and merchant routing choice on dual network debit cards. In addition, the New Zealand Parliament passed legislation capping domestic interchange rates for debit and credit products. Finally, many governments, including but not limited to governments in India, Costa Rica, and Turkey, are using regulation to further drive down MDR, which could negatively affect the economics of our transactions. \u2022While the focus of interchange and MDR regulation has primarily been on domestic rates historically, there is increasing focus on cross-border rates in recent years. For example, in 2019, we settled certain cross-border interchange rates with the European Commission. In 2020, Costa Rica became the first country to formally regulate cross-border interchange rates by direct regulation. Cross-border MDR is also regulated in Costa Rica and Turkey. Finally, in June 2022, the UK\u2019s PSR initiated two market reviews: one focusing on post-Brexit increases in interchange rates for transactions between the UK and Europe, and another focusing on increases in the UK in what are referred to as scheme and processing fees. \u2022As referenced above, with increased lobbying by merchants and other industry participants, we are also beginning to see regulatory interest in network fees in the UK, Europe and Chile. In addition, industry participants in some countries like Argentina, Chile, Colombia, Dominican Republic, Paraguay, Peru and South Africa have sought intervention from competition regulators or filed claims relating to certain network rules, including Visa\u2019s restrictions on cross-border acquiring. Other countries, like New Zealand, are adopting regulations that require us to seek government pre-approval of our network rules, which could also impact the way we operate in certain markets. \u2022Government regulations or pressure may also impact our rules and practices and require us to allow other payments networks to support Visa products or services, to have the other network\u2019s functionality or brand marks on our products, or to share our intellectual property with other networks. As innovations in payment technology have enabled us to expand into new products and services, they have also expanded the potential scope of regulatory influence. For instance, new products and capabilities, including tokenization, push payments, and new flows (e.g., Visa B2B Connect) could bring increased licensing or authorization requirements in the countries where the product or capability is offered. Furthermore, certain of our businesses are regulated as payment institutions or as money transmitters, subjecting us to various licensing, supervisory, and other requirements. In addition, the EU\u2019s requirement to separate scheme and processing adds costs and impacts the execution of our commercial, innovation and product strategies."}
-{"_id": "V20230185", "title": "V Table of Contents", "text": "Regulators around the world increasingly take note of each other\u2019s approaches to regulating the payments industry. Consequently, a development in one jurisdiction may influence regulatory approaches in another. The risks created by a new law, regulation or regulatory outcome in one jurisdiction have the potential to be replicated and to negatively affect our business in another jurisdiction or in other product offerings. For example, our settlement with the European Commission on cross-border interchange rates has drawn preliminary attention from some regulators in other parts of the world. Similarly, new regulations involving one product offering may prompt regulators to extend"}
-{"_id": "V20230187", "title": "V Table of Contents", "text": "the regulations to other product offerings. For example, credit payments could become subject to similar regulation as debit payments (or vice versa). The RBA initially capped credit interchange, but subsequently capped debit interchange as well."}
-{"_id": "V20230188", "title": "V Table of Contents", "text": "When we cannot set default interchange reimbursement rates at optimal levels, issuers and acquirers may find our payments system less attractive. This may increase the attractiveness of other payments systems, such as our competitors\u2019 closed-loop payments systems with direct connections to both merchants and consumers. We believe some issuers may react to such regulations by charging new or higher fees, or reducing certain benefits to consumers, which make our products less appealing to consumers. Some acquirers may elect to charge higher MDR regardless of the Visa interchange reimbursement rate, causing merchants not to accept our products or to steer customers to alternative payments systems or forms of payment. In addition, in an effort to reduce the expense of their payment programs, some issuers and acquirers have obtained, and may continue to obtain, incentives from us, including reductions in the fees that we charge, which directly impacts our revenues."}
-{"_id": "V20230189", "title": "V Table of Contents", "text": "In addition, we are also subject to central bank oversight in a growing number of countries, including Brazil, India, the UK and within the EU. Some countries with existing oversight frameworks are looking to further enhance their regulatory powers while regulators in other jurisdictions are considering or adopting approaches based on these regulatory principles. This oversight could result in new governance, reporting, licensing, cybersecurity, processing infrastructure, capital, or credit risk management requirements. We could also be required to adopt policies and practices designed to mitigate settlement and liquidity risks, including increased requirements to maintain sufficient levels of capital and financial resources locally, as well as localized risk management or governance. Increased oversight could also include new criteria for member participation and merchant access to our payments system."}
-{"_id": "V20230190", "title": "V Table of Contents", "text": "Finally, policymakers and regulatory bodies in the U.S., Europe, and other parts of the world are exploring ways to reform existing competition laws to meet the needs of the digital economy, including restricting large technology companies from engaging in mergers and acquisitions, requiring them to interoperate with potential competitors, and prohibiting certain kinds of self-preferencing behaviors. While the focus of these efforts remains primarily on increasing regulation of large technology, e-commerce and social media companies, they could also have implications for other types of companies including payments networks, which could constrain our ability to effectively manage our business or potentially limit how we make our products and services available."}
-{"_id": "V20230191", "title": "V Table of Contents", "text": "Government-imposed obligations and/or restrictions on international payments systems may prevent us from competing against providers in certain countries, including significant markets such as China and India."}
-{"_id": "V20230192", "title": "V Table of Contents", "text": "Governments in a number of jurisdictions shield domestic payments providers, including card networks, brands, and processors, from international competition by imposing market access barriers and preferential domestic regulations. To varying degrees, these policies and regulations affect the terms of competition in the marketplace and impair the ability of international payments networks to compete. Public authorities may also impose regulatory requirements that favor domestic providers or mandate that domestic payments or data processing be performed entirely within that country, which could prevent us from managing the end-to-end processing of certain transactions."}
-{"_id": "V20230193", "title": "V Table of Contents", "text": "In China, UnionPay remains the predominant processor of domestic payment card transactions and operates the predominant domestic acceptance mark. Although we filed an application with the People\u2019s Bank of China (PBOC) in May 2020 to operate a Bank Card Clearing Institution (BCCI) in China, the timing and the procedural steps for approval remain uncertain. There is no guarantee that the license to operate a BCCI will be approved or, if we obtain such license, that we will be able to successfully compete with domestic payments networks. Co-badging and co-residency regulations also pose additional challenges in markets where Visa competes with national networks for issuance and routing. Certain banks have issued dual-branded cards for which domestic transactions in China are processed by UnionPay and transactions outside of China are processed by Visa or other international payments networks. The PBOC is contemplating that dual-branded cards be phased out over time as new licenses are issued to international companies to participate in China\u2019s domestic payments market. Accordingly, we have been working with Chinese issuers to issue Visa-only branded cards for international travel, and later for domestic transactions should we obtain a BCCI license. However, notwithstanding such efforts, the phase out of dual-branded cards have decreased our payment volumes and impacted the revenue we generate in China."}
-{"_id": "V20230195", "title": "V Table of Contents", "text": "UnionPay has grown rapidly in China and is actively pursuing international expansion plans, which could potentially lead to regulatory pressures on our international routing rule (which requires that international"}
-{"_id": "V20230197", "title": "V Table of Contents", "text": "transactions on Visa cards be routed over VisaNet). Furthermore, although regulatory barriers shield UnionPay from competition in China, alternative payments providers such as Alipay and WeChat Pay have rapidly expanded into ecommerce, offline, and cross-border payments, which could make it difficult for us to compete even if our license is approved in China. NetsUnion Clearing Corp, a Chinese digital transaction routing system, and other such systems could have a competitive advantage in comparison with international payments networks."}
-{"_id": "V20230198", "title": "V Table of Contents", "text": "Regulatory initiatives in India, including a data localization mandate passed by the government that suggest growing nationalistic priorities, has cost implications for us and could affect our ability to effectively compete with domestic payments providers. Furthermore, any inability to meet the requirements of the data localization mandate could impact our ability to do business in India. In Europe, with the support of the European Central Bank, a group of European banks have announced their intent to launch a pan-European payment system, the European Payments Initiative (EPI). While EPI subsequently announced a focus on account-to-account instant payments across a range of use cases, it is noteworthy that the purported motivation behind EPI is to reduce the risks of disintermediation of European providers by international technology companies and continued reliance on international payments networks for intra-Europe card transactions. Furthermore, regional groups of countries, such as the Gulf Cooperation Council (GCC) and a number of countries in Southeast Asia (e.g., Malaysia), have adopted or may consider, efforts to restrict our participation in the processing of regional transactions. The African Development Bank has also indicated an interest in supporting national payment systems in its efforts to expand financial inclusion and strengthen regional financial stability. Finally, some countries such as South Africa are mandating on-shore processing of domestic transactions. Geopolitical events, including sanctions, trade tensions or other types of activities have intensified any or all of these activities, which could adversely affect our business. For example, in the aftermath of U.S. and European sanctions against Russia and the decision by U.S. payments networks, including Visa to suspend operations in the country, some countries have expressed concerns about their reliance on U.S. financial services companies, including payments networks, and have taken steps to bolster the development of domestic solutions. Separately, Russia has called for the BRICS countries (a five-country bloc made up of Brazil, Russia, India, China and South Africa, and which recently extended invitations to Argentina, Egypt, Ethiopia, Iran, Saudi Arabia, and the United Arab Emirates), to lessen dependence on Western payments systems by, among other things, integrating payments systems and cards across member countries."}
-{"_id": "V20230199", "title": "V Table of Contents", "text": "Central banks in a number of countries, including those in Argentina, Australia, Canada, Brazil, Europe and Mexico, are in the process of developing or expanding national RTP networks and instant payment solutions with the goal of driving a greater number of domestic transactions onto these systems. In July 2023, the U.S. Federal Reserve launched its FedNow Service with core clearing and settlement functionality, and expects to add more features and enhancements over time. Some countries are also exploring cross-border connectivity of their respective RTP systems. Finally, an increasing number of jurisdictions are exploring the concept of building central bank digital currencies for retail payments. If successfully deployed, these national payment platforms and digital currencies could have significant implications for Visa\u2019s domestic and cross-border payments, including potential disintermediation."}
-{"_id": "V20230200", "title": "V Table of Contents", "text": "Due to our inability to manage the end-to-end processing of transactions for cards in certain countries (e.g., Thailand), we depend on our close working relationships with our clients or third-party service providers to ensure transactions involving our products are processed effectively. Our ability to do so may be adversely affected by regulatory requirements and policies pertaining to transaction routing or on-shore processing. In general, national laws that protect or otherwise support domestic providers or processing may increase our costs; decrease our payments volumes and impact the revenue we generate in those countries; decrease the number of Visa products issued or processed; impede us from utilizing our global processing capabilities and controlling the quality of the services supporting our brands; restrict our activities; limit our growth and the ability to introduce new products, services and innovations; force us to leave countries or prevent us from entering new markets; and create new competitors, all of which could harm our business."}
-{"_id": "V20230201", "title": "V Table of Contents", "text": "Laws and regulations regarding the handling of personal data and information may impede our services or result in increased costs, legal claims, or fines against us."}
-{"_id": "V20230203", "title": "V Table of Contents", "text": "Our business relies on the movement of data across national borders. Legal requirements relating to the collection, storage, handling, use, disclosure, transfer and security of personal data continue to evolve, and we are subject to an increasing number of privacy and data protection requirements around the world. For example, our ongoing efforts to comply with complex U.S. state privacy and data protection regulations, and emerging international privacy and data protection laws, may increase the complexity of our compliance operations, entail substantial expenses, divert resources from other initiatives and projects, and limit the services we are able to offer."}
-{"_id": "V20230205", "title": "V Table of Contents", "text": "Additionally, privacy laws in other regions, such as China\u2019s Personal Information Protection Law and India\u2019s Personal Data Protection Act, have extraterritorial application and include restrictions on processing sensitive data, extensive notification requirements, and substantial compliance and audit obligations. The global proliferation of new privacy and data protection laws may lead to inconsistent and conflicting requirements, which create an uncertain regulatory environment. Noncompliance could also result in regulatory penalties and significant legal liability. Enforcement actions and investigations by regulatory authorities into companies related to data security incidents and privacy violations are generally increasing. In Europe, data protection authorities continue to apply and enforce the General Data Protection (GDPR), imposing record setting fines."}
-{"_id": "V20230206", "title": "V Table of Contents", "text": "We are also subject to a variety of laws and regulations governing the development, use, and deployment of AI technologies. These laws and regulations are still evolving, and there is no single global regulatory framework for AI. The market is still assessing how regulators may apply existing consumer protection and other laws in the context of AI. There is thus uncertainty on what new laws will look like and how existing laws will apply to our development, use, and deployment of AI. In the midst of this uncertainty, we may face challenges due to the complexity and rapidly changing nature of AI technology and applicable laws. Our use of AI and machine learning is subject to various risks at each stage of use. In the context of AI development, risks relate to intellectual property considerations, the use of personal information, and flaws in algorithms or datasets used for training. In the context of use and deployment, risks include ethical considerations regarding the outputs, and our ability to safely deploy AI throughout the organization. Our development and implementation of governance frameworks for our AI and machine learning systems may not be successful in mitigating all of these emerging risks."}
-{"_id": "V20230207", "title": "V Table of Contents", "text": "We may be subject to tax examinations or disputes, or changes in tax laws."}
-{"_id": "V20230208", "title": "V Table of Contents", "text": "We exercise significant judgment and make estimates in calculating our worldwide provision for income taxes and other tax liabilities. Although we believe our tax estimates are reasonable, many factors may limit their accuracy. We are currently under examination by, or in disputes with, the U.S. Internal Revenue Service, the UK\u2019s HM Revenue and Customs as well as tax authorities in other jurisdictions, and we may be subject to additional examinations or disputes in the future. Relevant tax authorities may disagree with our tax treatment of certain material items and thereby increase our tax liability. Failure to sustain our position in these matters could harm our cash flow and financial position. In addition, changes in existing laws in the U.S. or foreign jurisdictions, including unilateral actions of foreign jurisdictions to introduce digital services taxes, or changes resulting from the Organization for Economic Cooperation and Development\u2019s Program of Work, related to the revision of profit allocation and nexus rules and design of a system to ensure multinational enterprises pay a minimum level of tax to the countries where we earn revenue, may also materially affect our effective tax rate. A substantial increase in our tax payments could have a material, adverse effect on our financial results. See also Note 19\u2014Income Taxes to our consolidated financial statements included in Item 8 of this report."}
-{"_id": "V20230210", "title": "V Litigation Risks", "text": "We may be adversely affected by the outcome of litigation or investigations."}
-{"_id": "V20230211", "title": "V Litigation Risks", "text": "We are involved in numerous litigation matters, investigations, and proceedings asserted by civil litigants, governments, and enforcement bodies investigating or alleging, among other things, violations of competition and antitrust law, consumer protection law, privacy law and intellectual property law (these are referred to as \u201cactions\u201d in this section). Details of the most significant actions we face are described more fully in Note 20\u2014Legal Matters to our consolidated financial statements included in Item 8 of this report. These actions are inherently uncertain, expensive and disruptive to our operations. In the event we are found liable or reach a settlement in any action, particularly in a large class action lawsuit, such as one involving an antitrust claim entitling the plaintiff to treble damages in the U.S., or we incur liability arising from a government investigation, we may be required to pay significant awards, settlements or fines. In addition, settlement terms, judgments, orders or pressures resulting from actions may harm our business by influencing or requiring us to modify, among other things, the default interchange reimbursement rates we set, the Visa operating rules or the way in which we enforce those rules, our fees or pricing, or the way we do business. These actions or their outcomes may also influence regulators, investigators, governments or civil litigants in the same or other jurisdictions, which may lead to additional actions against Visa. Finally, we are required by some of our commercial agreements to indemnify other entities for litigation brought against them, even if Visa is not a defendant."}
-{"_id": "V20230213", "title": "V Litigation Risks", "text": "For certain actions like those that are U.S. covered litigation or VE territory covered litigation, as described in Note 5\u2014U.S. and Europe Retrospective Responsibility Plans and Note 20\u2014Legal Matters to our consolidated financial statements included in Item 8 of this report, we have certain financial protections pursuant to the respective"}
-{"_id": "V20230215", "title": "V Table of Contents", "text": "retrospective responsibility plans. The two retrospective responsibility plans are different in the protections they provide and the mechanisms by which we are protected. The failure of one or both of the retrospective responsibility plans to adequately insulate us from the impact of such settlements, judgments, losses, or liabilities could materially harm our financial condition or cash flows, or even cause us to become insolvent."}
-{"_id": "V20230217", "title": "V Business Risks", "text": "We face intense competition in our industry."}
-{"_id": "V20230218", "title": "V Business Risks", "text": "The global payments space is intensely competitive. As technology evolves and consumer expectations change, new competitors or methods of payment emerge, and existing clients and competitors assume different roles. Our products compete with cash, checks, electronic payments, virtual currency payments, global or multi-regional networks, other domestic and closed-loop payments systems, digital wallets and alternative payments providers primarily focused on enabling payments through ecommerce and mobile channels. As the global payments space becomes more complex, we face increasing competition from our clients, other emerging payment providers such as fintechs, other digital payments, technology companies that have developed payments systems enabled through online activity in ecommerce, social media, and mobile channels, as well as governments in a number of jurisdictions (e.g., Brazil and India) as discussed above, that are developing, supporting and/or operating national schemes, RTP networks and other payment platforms."}
-{"_id": "V20230219", "title": "V Business Risks", "text": "Our competitors may acquire, develop, or make better use of substantially better technology, have more widely adopted delivery channels, or have greater financial resources. They may offer more effective, innovative or a wider range of programs, products and services. They may use more effective advertising and marketing strategies that result in broader brand recognition, and greater use, including with respect to issuance and merchant acceptance. They may also develop better security solutions or more favorable pricing arrangements. Moreover, even if we successfully adapt to technological change and the proliferation of alternative types of payment services by developing and offering our own services in these areas, such services may provide less favorable financial terms for us than we currently receive from VisaNet transactions, which could hurt our financial results and prospects."}
-{"_id": "V20230220", "title": "V Business Risks", "text": "Certain of our competitors operate with different business models, have different cost structures or participate in different market segments. Those business models may ultimately prove more successful or more adaptable to regulatory, technological and other developments. In some cases, these competitors have the support of government mandates that prohibit, limit or otherwise hinder our ability to compete for transactions within certain countries and regions. Some of our competitors, including American Express, Discover, private-label card networks, virtual currency providers, technology companies that enable the exchange of digital assets, and certain alternative payments systems like Alipay and WeChat Pay, operate closed-loop payments systems, with direct connections to both merchants and consumers. Government actions or initiatives such as the Dodd-Frank Act, the IFR in Europe, or RTP initiatives by governments such as the U.S. Federal Reserve\u2019s FedNow or the Central Bank of Brazil\u2019s Pix system may provide competitors with increased opportunities to derive competitive advantages from these business models, and may create new competitors, including in some cases the government itself. Similarly, regulation in Europe under PSD2 and the IFR may require us to open up access to, and allow participation in, our network to additional participants, and reduce the infrastructure investment and regulatory burden on competitors. In addition to the open banking provisions under PSD2, efforts to implement or facilitate open banking and open finance requirements are underway across a number of countries, including Australia, Brazil, Canada and the U.S., which could impose additional requirements on financial institutions or others regarding access to and use of financial data. We also run the risk of disintermediation due to factors such as emerging technologies and platforms, including mobile payments, alternative payment credentials, other ledger technologies or payment forms, and by virtue of increasing bilateral agreements between entities that prefer not to use our payments network for processing transactions. For example, merchants could process transactions directly with issuers, or processors could process transactions directly with issuers and acquirers."}
-{"_id": "V20230223", "title": "V Business Risks", "text": "We expect the competitive landscape to continue to shift and evolve. For example: \u2022We, along with our competitors, clients, network participants, and others are developing or participating in alternative payments systems or products, such as mobile payment services, ecommerce payment services, P2P payment services, real-time and faster payment initiatives, and payment services that permit ACH or direct debits from or to consumer checking accounts, that could either reduce our role or otherwise disintermediate us from the transaction processing or the value added services we provide to support such processing. Examples include initiatives from The Clearing House, an association consisting of large financial institutions that has developed its own faster payments system; Early Warning Services, which"}
-{"_id": "V20230230", "title": "V Table of Contents", "text": "operates Zelle, a bank-offered alternative network that provides another platform for faster funds or real-time payments across a variety of payment types, including P2P, corporate and government disbursement, bill pay and deposit check transactions; and cryptocurrency or stablecoin-based payments initiatives. \u2022Many countries or regions are developing or promoting domestic networks, switches and RTP systems (e.g., U.S., Brazil, India and Europe) and in some countries the government itself owns and operates these RTP systems (e.g., Brazil). To the extent these governments mandate local banks and merchants to use and accept these systems for domestic or other transactions, prohibit international payments networks, like Visa, from participating on those systems, and/or impose restrictions or prohibitions, on international payments networks from offering payment services on such transactions, we could face the risk of our business being disintermediated in those countries. For example, in some regions (Latin America, Southeast Asia and the Middle East), including through intergovernmental organizations such as the Association of Southeast Asian Nations and the GCC, some countries are looking into cross-border connectivity of such domestic systems. Similarly, India has expressed interest in expanding its digital public infrastructure, which includes its RTP system, UPI, outside the country and for cross-border payments. Currently, international payment networks like Visa are unable to participate in UPI. \u2022Parties that process our transactions may try to minimize or eliminate our position in the payments value chain. \u2022Parties that access our payment credentials, tokens and technologies, including clients, technology solution providers or others might be able to migrate or steer account holders and other clients to alternative payment methods or use our payment credentials, tokens and technologies to establish or help bolster alternate payment methods and platforms. \u2022Participants in the payments industry may merge, form joint ventures or enable or enter into other business combinations that strengthen their existing business propositions or create new, competing payment services. \u2022New or revised industry standards related to online checkout and web payments, cloud-based payments, tokenization or other payments-related technologies set by individual countries, regions or organizations such as the International Organization for Standardization, American National Standards Institute, World Wide Web Consortium, European Card Standards Group, PCI Co, Nexo and EMVCo may result in additional costs and expenses for Visa and its clients, or otherwise negatively impact the functionality and competitiveness of our products and services."}
-{"_id": "V20230231", "title": "V Table of Contents", "text": "As the competitive landscape is quickly evolving, we may not be able to foresee or respond sufficiently to emerging risks associated with new businesses, products, services and practices. We may be asked to adjust our local rules and practices, develop or customize certain aspects of our payment services, or agree to business arrangements that may be less protective of Visa\u2019s proprietary technology and interests in order to compete and we may face increasing operational costs and risk of litigation concerning intellectual property. Our failure to compete effectively in light of any such developments could harm our business and prospects for future growth."}
-{"_id": "V20230232", "title": "V Table of Contents", "text": "Our revenues and profits are dependent on our client and merchant base, which may be costly to win, retain and develop."}
-{"_id": "V20230233", "title": "V Table of Contents", "text": "Our financial institution clients and merchants can reassess their commitments to us at any time or develop their own competitive services. While we have certain contractual protections, our clients, including some of our largest clients, generally have flexibility to issue non-Visa products. Further, in certain circumstances, our financial institution clients may decide to terminate our contractual relationship on relatively short notice without paying significant early termination fees. Because a significant portion of our net revenues is concentrated among our largest clients, the loss of business from any one of these larger clients could harm our business, results of operations and financial condition. For more information, please see Note 14\u2014Enterprise-wide Disclosures and Concentration of Business to our consolidated financial statements included in Item 8 of this report."}
-{"_id": "V20230235", "title": "V Table of Contents", "text": "In addition, we face intense competitive pressure on the prices we charge our financial institution clients. In certain regions, we are increasingly facing competition from RTP networks and other payment facilitators offering lower pricing, as well as initiatives to lower costs, such as the G20 Roadmap for Enhancing Cross-border Payments. In order to stay competitive, we may need to adjust our pricing or offer incentives to our clients to increase payments volume, enter new market segments, adapt to regulatory changes, and expand their use and acceptance of Visa products and services. These include up-front cash payments, fee discounts, rebates, credits,"}
-{"_id": "V20230237", "title": "V Table of Contents", "text": "performance-based incentives, marketing and other support payments that impact our revenues and profitability. In addition, we offer incentives to certain merchants and acquirers to win routing preference in relation to other network options or forms of payment. Market pressures on pricing, incentives, fee discounts and rebates could moderate our growth. If we are not able to implement cost containment and productivity initiatives in other areas of our business or increase our volumes in other ways to offset or absorb the financial impact of these incentives, fee discounts and rebates, it may harm our net revenues and profits."}
-{"_id": "V20230238", "title": "V Table of Contents", "text": "In addition, it may be difficult or costly for us to acquire or conduct business with financial institutions or merchants that have longstanding exclusive, or nearly exclusive, relationships with our competitors. These financial institutions or merchants may be more successful and may grow more quickly than our existing clients or merchants. In addition, if there is a consolidation or acquisition of one or more of our largest clients or co-brand partners by a financial institution client or merchant with a strong relationship with one of our competitors, it could result in our business shifting to a competitor, which could put us at a competitive disadvantage and harm our business."}
-{"_id": "V20230239", "title": "V Table of Contents", "text": "Merchants\u2019 and processors\u2019 continued push to lower acceptance costs and challenge industry practices could harm our business."}
-{"_id": "V20230240", "title": "V Table of Contents", "text": "We rely in part on merchants and their relationships with our clients or their agents to maintain and expand the use and acceptance of Visa products. Certain merchants and merchant-affiliated groups have been exerting their influence in the global payments system in certain jurisdictions, such as the U.S., Canada and Europe, to attempt to lower acceptance costs paid by merchants to acquirers or their agents to accept payment products or services, by lobbying for new legislation, seeking regulatory intervention, filing lawsuits and in some cases, surcharging or refusing to accept Visa products. If they are successful in their efforts, we may face increased compliance and litigation expenses, issuers may decrease their issuance of our products, and consumer usage of our products could be adversely impacted. For example, in the U.S., certain stakeholders have raised concerns regarding how payment security standards and rules may impact debit routing choice and the cost of payment card acceptance. In addition to ongoing litigation related to the U.S. migration to EMV-capable cards and point-of-sale terminals, U.S. merchant-affiliated groups and processors have expressed concerns regarding the EMV certification process and some policymakers have expressed concerns about the roles of industry bodies such as EMVCo and the Payment Card Industry Security Standards Council in the development of payment card standards. Additionally, many merchants have advocated for lower acceptance costs in the form of reduced interchange rates, which could result in some issuers eliminating or reducing their promotion or use of Visa\u2019s products and services, eliminating or reducing cardholder benefits such as rewards programs, or charging account holders increased or new fees for using Visa-branded products, all of which could negatively impact Visa\u2019s transaction volumes and related revenues. Finally, some merchants and processors have advocated for changes to industry practices and Visa acceptance requirements at the point of sale, including the ability for merchants to accept only certain types of Visa products, to mandate only PIN authenticated transactions, to differentiate or steer among Visa product types issued by different financial institutions, and to impose surcharges on customers presenting Visa products as their form of payment. If successful, these efforts could adversely impact consumers\u2019 usage of our products and decrease our overall transaction volumes and fee revenues, lead to regulatory enforcement and/or litigation that increases our compliance and litigation expenses, and ultimately harm our business."}
-{"_id": "V20230241", "title": "V Table of Contents", "text": "We depend on relationships with financial institutions, acquirers, processors, merchants, payment facilitators, ecommerce platforms, fintechs and other third parties."}
-{"_id": "V20230243", "title": "V Table of Contents", "text": "As noted above, our relationships with industry participants are complex and require us to balance the interests of multiple third parties. For instance, we depend significantly on relationships with our financial institution clients and on their relationships with account holders and merchants to support our programs and services, and thereby compete effectively in the marketplace. We provide incentives to merchants, acquirers, ecommerce platforms and processors to promote routing preference and acceptance growth. We also engage in many payment card co-branding efforts with merchants, who receive incentives from us. As emerging participants such as fintechs enter the payments industry, we engage in discussions to address the role they may play in the ecosystem, whether as, for example, an issuer, merchant, ecommerce platform or digital wallet provider. As these and other relationships become more prevalent and take on a greater importance to our business, our success will increasingly depend on our ability to sustain and grow these relationships. In addition, we depend on our clients and third parties, including network partners, vendors and suppliers, to submit, facilitate and process transactions properly, provide various services associated with our payments network on our behalf, and otherwise adhere to our operating rules and applicable laws. To the extent that such parties fail to perform or deliver adequate services, it may result in negative"}
-{"_id": "V20230245", "title": "V Table of Contents", "text": "experiences for account holders or others when using their Visa-branded payment products, which could harm our business and reputation."}
-{"_id": "V20230246", "title": "V Table of Contents", "text": "Our business could be harmed if we are not able to maintain and enhance our brand, if events occur that have the potential to damage our brand or reputation, or if we experience brand disintermediation."}
-{"_id": "V20230247", "title": "V Table of Contents", "text": "Our brand is globally recognized and is a key asset of our business. We believe that our clients and their account holders associate our brand with acceptance, security, convenience, speed, and reliability. Our success depends in large part on our ability to maintain the value of our brand and reputation of our products and services in the payments ecosystem, elevate the brand through new and existing products, services and partnerships, and uphold our corporate reputation. The popularity of products that we have developed in partnership with technology companies and financial institutions as well as government actions that mandate other networks to process Visa-branded card transactions may have the potential to cause brand disintermediation at the point of sale, in ecommerce and mobile channels, and decrease the presence of our brand. Our brand reputation may also be negatively impacted by a number of factors, including authorization, clearing and settlement service disruptions; data security breaches; compliance failures by Visa, including by our employees, agents, clients, partners or suppliers; failure to meet expectations of our clients, consumers, or other stakeholders; negative perception of our industry, the industries of our clients, Visa-accepting merchants, or our clients\u2019 customers and agents, including third-party payments providers; ill-perceived actions or affiliations by clients, partners or other third parties, such as sponsorship or co-brand partners; and fraudulent, or illegal activities using our payment products or services, and which we may not always be in a position to detect and/or prevent from occurring over our network. Our brand could also be negatively impacted when our products are used to facilitate payment for legal, but controversial, products and services, including, but not limited to, adult content, cryptocurrencies, firearms and gambling activities. Additionally, these risks could be exacerbated if our financial institution partners and/or merchants fail to maintain necessary controls to ensure the legality of these transactions, if any legal liability associated with such goods or services is extended to ancillary participants in the value chain like payments networks, or if our network and industry become entangled in political or social debates concerning such legal, but controversial, commerce. If we are unable to maintain our reputation, the value of our brand may be impaired, which could harm our relationships with clients, account holders, employees, prospective employees, governments and the public, as well as impact our business."}
-{"_id": "V20230248", "title": "V Table of Contents", "text": "Global economic, political, market, health and social events or conditions may harm our business."}
-{"_id": "V20230249", "title": "V Table of Contents", "text": "More than half of our net revenues are earned outside the U.S. International cross-border transaction revenues represent a significant part of our revenue and are an important part of our growth strategy. Our revenues are dependent on the volume and number of payment transactions made by consumers, governments, and businesses whose spending patterns may be affected by economic, political, market, health and social events or conditions. Adverse macroeconomic conditions within the U.S. or internationally, including but not limited to recessions, inflation, rising interest rates, high unemployment, currency fluctuations, actual or anticipated large-scale defaults or failures, rising energy prices, or a slowdown of global trade, and reduced consumer, small business, government, and corporate spending, have a direct impact on our volumes, transactions and revenues. Furthermore, in efforts to deal with adverse macroeconomic conditions, governments may introduce new or additional initiatives or requests to reduce or eliminate payment fees or other costs. In an overall soft global economy, such pricing measures could result in additional financial pressures on our business."}
-{"_id": "V20230251", "title": "V Table of Contents", "text": "In addition, outbreaks of illnesses, pandemics like COVID-19, or other local or global health issues, political uncertainties, international hostilities, armed conflicts, wars, civil unrest, climate-related events, including the increasing frequency of extreme weather events, impacts to the power grid, and natural disasters have to varying degrees negatively impacted our operations, clients, third-party suppliers, activities, and cross-border travel and spend. Although the World Health Organization and the federal government declared an end to COVID-19 as a global and national health emergency, respectively, risks related to COVID-19 have adversely affected and may continue to adversely affect our business, results of operations, cash flows and financial condition. The ongoing effects of the COVID-19 pandemic remain difficult to predict due to numerous uncertainties, including the resumption of international travel, and the indirect impact of the pandemic on global economic activity. In addition, a number of countries took steps during the pandemic to temporarily cap interchange or other fees on electronic payments as part of their COVID-19 economic relief measures. While most have been rescinded or have expired, it"}
-{"_id": "V20230253", "title": "V Table of Contents", "text": "is possible that proponents of interchange and/or MDR regulation may try to position government intervention as necessary to support potential future economic relief initiatives."}
-{"_id": "V20230254", "title": "V Table of Contents", "text": "Geopolitical trends towards nationalism, protectionism, and restrictive visa requirements, as well as continued activity and uncertainty around economic sanctions, tariffs or trade restrictions also limit the expansion of our business in certain regions and have resulted in us suspending our operations in other regions. During fiscal 2022, economic sanctions were imposed on Russia by the U.S., European Union, United Kingdom and other jurisdictions and authorities, impacting Visa and its clients. In March 2022, we suspended our operations in Russia and as a result, are no longer generating revenue from domestic and cross-border activities related to Russia. For fiscal 2022 and 2021, total net revenues from Russia, including revenues driven by domestic as well as cross-border activities, were approximately 2% and 4% of our consolidated net revenues, respectively. The war in Ukraine and any further actions by, or in response to such actions by, Russia or its allies could have lasting impacts on Ukraine as well as other regional and global economies, any or all of which could adversely affect our business."}
-{"_id": "V20230255", "title": "V Table of Contents", "text": "A decline in economic, political, market, health and social conditions could impact our clients as well, and their decisions could reduce the number of cards, accounts, and credit lines of their account holders, and impact overall consumption by consumers and businesses, which would ultimately impact our revenues. Our clients may implement cost-reduction initiatives that reduce or eliminate marketing budgets, and decrease spending on optional or enhanced value added services from us. Any events or conditions that impair the functioning of the financial markets, tighten the credit market, or lead to a downgrade of our current credit rating could increase our future borrowing costs and impair our ability to access the capital and credit markets on favorable terms, which could affect our liquidity and capital resources, or significantly increase our cost of capital."}
-{"_id": "V20230256", "title": "V Table of Contents", "text": "Finally, as governments, investors and other stakeholders face additional pressures to accelerate actions to address climate change and other environmental, governance and social topics, governments are implementing regulations and investors and other stakeholders are imposing new expectations or focusing investments in ways that may cause significant shifts in disclosure, commerce and consumption behaviors that may have negative impacts on our business. As a result of any of these factors, any decline in cross-border travel and spend would impact our cross-border volumes, the number of cross-border transactions we process and our currency exchange activities, which in turn would reduce our international transaction revenues."}
-{"_id": "V20230257", "title": "V Table of Contents", "text": "Our aspirations to address corporate responsibility and sustainability (CRS) matters and considerations could adversely affect our business and financial results or negatively impact our reputation."}
-{"_id": "V20230258", "title": "V Table of Contents", "text": "We are subject to laws, regulations and other measures that govern a wide range of topics, including those that are related to matters beyond our core products and services, such as matters that touch upon sustainability, climate change, human capital, inclusion and diversity, and human rights. A wide range of stakeholders, including governments, customers, employees, and investors are increasingly focused on and are developing expectations regarding these corporate responsibility matters. We have established CRS-related initiatives, adopted reporting frameworks, and announced several related goals. These goals may change from time to time, implementation of these goals may require considerable investments, and ultimately, we cannot guarantee that we will achieve them."}
-{"_id": "V20230259", "title": "V Table of Contents", "text": "Our ability to achieve any CRS objectives is subject to numerous risks, many of which are outside of our control, including the evolving legal environment and regulatory requirements for the tracking and reporting of CRS standards or disclosures and the actions of suppliers, partners, and other third parties. Certain of our regulators have proposed or adopted, or may propose or adopt, rules or standards related to these matters that would apply to our business. Prevailing CRS standards and expectations may also reflect conflicting values or objectives, which can result in our practices being judged by standards that are continually evolving and are not always clear. From time to time, the methodologies for reporting our CRS data may be updated and previously reported data may be adjusted to reflect an improvement in the availability and quality of data, changing assumptions, changes in the nature and scope of our operations, and other changes in circumstances. This may result in a lack of consistent or meaningful comparative data from period to period or between us and other companies in the same industry. Further, where new laws or regulations are more stringent than current legal or regulatory requirements, we may experience increased compliance burdens and costs to meet such obligations."}
-{"_id": "V20230261", "title": "V Table of Contents", "text": "Our stakeholders often hold differing views on our CRS-related goals and initiatives, which may result in negative attention in traditional and social media or a negative perception of our response to concerns regarding these matters. In addition, we also face potentially conflicting supervisory directives as certain U.S. regulatory and non-U.S. authorities have prioritized CRS-related issues while Congress and certain U.S. state governments have signaled pursuing potentially conflicting priorities. These circumstances, among others, may result in pressure from"}
-{"_id": "V20230263", "title": "V Table of Contents", "text": "investors, unfavorable reputational impacts, including inaccurate perceptions or a misrepresentation of our actual CRS practices, diversion of management's attention and resources, and proxy fights, among other material adverse impacts on our businesses. Any failure, or perceived failure, by us to adhere to our public statements, comply fully with developing interpretations of CRS laws and regulations, or meet evolving and varied stakeholder expectations and standards could negatively impact our business, reputation, financial condition, and operating results."}
-{"_id": "V20230264", "title": "V Table of Contents", "text": "Our indemnification obligation to fund settlement losses of our clients exposes us to significant risk of loss and may reduce our liquidity."}
-{"_id": "V20230265", "title": "V Table of Contents", "text": "We indemnify issuers and acquirers for settlement losses they may suffer due to the failure of another issuer or acquirer to honor its settlement obligations in accordance with the Visa operating rules. In certain instances, we may indemnify issuers or acquirers in situations in which a transaction is not processed by our system. This indemnification creates settlement risk for us due to the timing difference between the date of a payment transaction and the date of subsequent settlement. Our indemnification exposure is generally limited to the amount of unsettled Visa card payment transactions at any point in time and any subsequent amounts that may fall due relating to adjustments for previously processed transactions. Changes in the credit standing of our clients or concurrent settlement failures or insolvencies involving more than one of our largest clients, several of our smaller clients, significant sponsor banks through which non-financial institutions participate in the Visa network, or systemic operational failures could expose us to liquidity risk, and negatively impact our financial position. Even if we have sufficient liquidity to cover a settlement failure or insolvency, we may be unable to recover the amount of such payment. This could expose us to significant losses and harm our business. See Note 12\u2014Settlement Guarantee Management to our consolidated financial statements included in Item 8 of this report."}
-{"_id": "V20230267", "title": "V Technology and Cybersecurity Risks", "text": "Failure to anticipate, adapt to, or keep pace with, new technologies in the payments industry could harm our business and impact future growth."}
-{"_id": "V20230268", "title": "V Technology and Cybersecurity Risks", "text": "The global payments industry is undergoing significant and rapid technological change, including increased proliferation of mobile and other proximity and in-app payment technologies, ecommerce, tokenization, cryptocurrencies, distributed ledger and blockchain technologies, cloud-based encryption and authorization, and new authentication technologies such as biometrics, FIDO 2.0, 3D Secure 2.0 and dynamic cardholder verification values or dCVV2. As a result, we expect new services and technologies to continue to emerge and evolve, including those developed by Visa such as our new flows offerings. For example, in the past year generative AI solutions have emerged as an opportunity for Visa, its clients, suppliers, merchants, and partners to innovate more quickly and better serve consumers. Rapid adoption and novel uses of generative AI across the marketplace may also introduce unique and unpredictable security risks to our systems, information, and the payments ecosystem. In addition to our own initiatives and innovations, we work closely with third parties, including potential competitors, for the development of, and access to, new technologies. It is difficult, however, to predict which technological developments or innovations will become widely adopted and how those technologies may be regulated. Moreover, some of the new technologies could be subject to intellectual property-related lawsuits or claims, potentially impacting our development efforts and/or requiring us to obtain licenses, implement design changes or discontinue our use. If we or our partners fail to adapt and keep pace with new technologies in the payments space in a timely manner, it could harm our ability to compete, decrease the value of our products and services to our clients, impact our intellectual property or licensing rights, harm our business and impact our future growth."}
-{"_id": "V20230269", "title": "V Technology and Cybersecurity Risks", "text": "A disruption, failure or breach of our networks or systems, including as a result of cyber-attacks, could harm our business."}
-{"_id": "V20230271", "title": "V Technology and Cybersecurity Risks", "text": "Our cybersecurity and processing systems, as well as those of financial institutions, merchants and third-party service providers, have experienced and may continue to experience errors, interruptions, delays or damage from a number of causes, including power outages, hardware, software and network failures, computer viruses, ransomware, malware or other destructive software, internal design, manual or user errors, cyber-attacks, terrorism, workplace violence or wrongdoing, catastrophic events, natural disasters, severe weather conditions and other effects from climate change. In addition, there is risk that third party suppliers of hardware and infrastructure required to operate our data centers and support employee productivity could be impacted by supply chain disruptions, such as manufacturing, shipping delays, and service disruption due to cyber-attacks. An extended supply chain or service disruption could also impact processing or delivery of technology services."}
-{"_id": "V20230273", "title": "V Table of Contents", "text": "Furthermore, our visibility and role in the global payments industry also puts our company at a greater risk of being targeted by hackers. In the normal course of our business, we have been the target of malicious cyber-attack attempts. We have been, and may continue to be, impacted by attacks and data security breaches of financial institutions, merchants, and third-party service providers. We are also aware of instances where nation states have sponsored attacks against some of our financial institution clients, and other instances where merchants and issuers have encountered substantial data security breaches affecting their customers, some of whom were Visa account holders. Given the increase in online banking, ecommerce and other online activity, as well as more employees working remotely as a result of the COVID-19 pandemic, we continue to see increased cyber and payment fraud activity, as cybercriminals attempt DDoS related attacks, phishing and social engineering scams and other disruptive actions. Overall, such attacks and breaches have resulted, and may continue to result in, fraudulent activity and ultimately, financial losses to Visa\u2019s clients."}
-{"_id": "V20230274", "title": "V Table of Contents", "text": "Numerous and evolving cybersecurity threats, including advanced and persistent cyber-attacks, targeted attacks against our employees and trusted partners (i.e., insider threats), synthetic media threats such as phishing, deepfake or social engineering schemes, particularly on our internet-facing applications, could compromise the confidentiality, availability and integrity of data in our systems or the systems of our third-party service providers. Because the tactics, techniques and procedures used to obtain unauthorized access, or to disable or degrade systems change frequently, have become increasingly more complex and sophisticated, and may be difficult to detect for periods of time, we may not anticipate these acts or respond adequately or timely. For example, cybercriminals have increasingly demonstrated advanced capabilities, such as use of zero-day vulnerabilities, and rapid integration of new technology such as generative AI. The security measures and procedures we, our financial institution and merchant clients, other merchants and third-party service providers in the payments ecosystem have in place to protect sensitive consumer data and other information may not be successful or sufficient to counter all data security breaches, cyber-attacks or system failures. In some cases, the mitigation efforts may be dependent on third parties who may not deliver to the required contractual standards, who may not be able to timely patch vulnerabilities or fix security defects, or whose hardware, software or network services may be subject to error, defect, delay, outage or lack appropriate malware prevention to prevent breaches or data exfiltration incidents. Despite our security measures and programs to protect our systems and data, and prevent, detect and respond to data security incidents, there can be no assurance that our efforts will prevent these threats."}
-{"_id": "V20230275", "title": "V Table of Contents", "text": "In addition, as a global financial services company, Visa is increasingly subject to complex and varied cybersecurity regulations and cyber incident reporting requirements across numerous jurisdictions. With the often short timeframes required for cyber incident reporting, there is a risk that Visa or its suppliers will fail to meet the reporting deadlines for any given incident. In the event we are found to be out of compliance, we could be subject to monetary damages, civil and criminal penalties, litigation, investigations and proceedings, and damage to our reputation and brand."}
-{"_id": "V20230276", "title": "V Table of Contents", "text": "Any of these events could significantly disrupt our operations; impact our clients and consumers; damage our reputation and brand; result in litigation or claims, violations of applicable privacy and other laws, and increased regulatory review or scrutiny, investigations, actions, fines or penalties; result in damages or changes to our business practices; decrease the overall use and acceptance of our products; decrease our volume, revenues and future growth prospects; and be costly, time consuming and difficult to remedy. In the event of damage or disruption to our business due to these occurrences, we may not be able to successfully and quickly recover all of our critical business functions, assets, and data through our business continuity program. Furthermore, while we maintain insurance, our coverage may not sufficiently cover all types of losses or claims that may arise."}
-{"_id": "V20230278", "title": "V Structural and Organizational Risks", "text": "We may not achieve the anticipated benefits of our acquisitions, joint ventures or strategic investments, and may face risks and uncertainties as a result."}
-{"_id": "V20230281", "title": "V Structural and Organizational Risks", "text": "As part of our overall business strategy, we make acquisitions and strategic investments, and enter into joint ventures. We may not achieve the anticipated benefits of our current and future acquisitions, joint ventures or strategic investments and they may involve significant risks and uncertainties, including: \u2022disruption to our ongoing business, including diversion of resources and management\u2019s attention from our existing business;"}
-{"_id": "V20230299", "title": "V Table of Contents", "text": " \u2022greater than expected investment of resources or operating expenses; \u2022failure to adequately develop or integrate our acquired entities or joint ventures; \u2022the data security, cybersecurity and operational resilience posture of our acquired entities, joint ventures or companies we invest in or partner with, may not be adequate and may be more susceptible to cyber incidents; \u2022difficulty, expense or failure of implementing controls, procedures and policies at our acquired entities or joint ventures; \u2022challenges of integrating new employees, business cultures, business systems and technologies; \u2022failure to retain employees, clients or partners of our acquired entities or joint ventures; \u2022in the case of foreign acquisitions, risks related to the integration of operations across different cultures and languages; \u2022disruptions, costs, liabilities, judgments, settlements or business pressures resulting from litigation matters, investigations or legal proceedings involving our acquisitions, joint ventures or strategic investments; \u2022the inability to pursue aspects of our acquisitions or joint ventures due to outcomes in litigation matters, investigations or legal proceedings; \u2022failure to obtain the necessary government or other approvals at all, on a timely basis or without the imposition of burdensome conditions or restrictions; \u2022the economic, political, regulatory and compliance risks associated with our acquisitions, joint ventures or strategic investments, including when entering into a new business or operating in new regions or countries. For more information on regulatory risks, please see Item 1\u2014Government Regulations and Item 1A\u2014Regulatory Risks above; \u2022discovery of unidentified issues and related liabilities after our acquisitions, joint ventures or investments were made; \u2022failure to mitigate the deficiencies and liabilities of our acquired entities or joint ventures; \u2022dilutive issuance of equity securities, if new securities are issued; \u2022the incurrence of debt; \u2022negative impact on our financial position and/or statement of operations; and \u2022anticipated benefits, synergies or value of our acquisitions, joint ventures or investments not materializing or taking longer than expected to materialize."}
-{"_id": "V20230300", "title": "V Table of Contents", "text": "In addition, we may pursue additional strategic objectives, such as the potential exchange offer program, which can divert resources and management\u2019s attention from our existing business and, if unsuccessful, may harm our business and reputation."}
-{"_id": "V20230301", "title": "V Table of Contents", "text": "We may be unable to attract, hire and retain a highly qualified and diverse workforce, including key management."}
-{"_id": "V20230303", "title": "V Table of Contents", "text": "The talents and efforts of our employees, particularly our key management, are vital to our success. The market for highly skilled workers and leaders in our industry, especially in fintech, technology, cybersecurity and other specialized areas, is extremely competitive. Our management team has significant industry experience and would be difficult to replace. We may be unable to retain them or to attract, hire or retain other highly qualified employees, particularly if we do not offer employment terms that are competitive with the rest of the labor market. Ongoing changes in laws and policies regarding immigration, travel and work authorizations have made it more difficult for employees to work in, or transfer among, jurisdictions in which we have operations and could continue to impair our ability to attract, hire and retain qualified employees. Failure to attract, hire, develop, motivate and retain highly qualified and diverse employee talent, especially in light of changing worker expectations and talent marketplace variability regarding flexible work models; to meet our goals related to fostering an inclusive and"}
-{"_id": "V20230305", "title": "V Table of Contents", "text": "diverse culture or to adequately address potential increased scrutiny of our inclusion and diversity-related programs and initiatives; to develop and implement an adequate succession plan for the management team; to maintain our strong corporate culture of fostering innovation, collaboration and inclusion in our current hybrid model; or to design and successfully implement flexible work models that meet the expectations of employees and prospective employees could impact our workforce development goals, impact our ability to achieve our business objectives, and adversely affect our business and our future success."}
-{"_id": "V20230306", "title": "V Table of Contents", "text": "The conversions of our class B and class C common stock or series A, B and C preferred stock into shares of class A common stock would result in voting dilution to, and could adversely impact the market price of, our existing class A common stock."}
-{"_id": "V20230307", "title": "V Table of Contents", "text": "The market price of our class A common stock could fall as a result of many factors. The value of our class B and C common stock and series A, B and C preferred stock is tied to the value of the class A common stock. Under our U.S. retrospective responsibility plan, upon final resolution of our U.S. covered litigation, all class B common stock will become convertible into class A common stock. Under our Europe retrospective responsibility plan, Visa will continue to release value from the series B and series C preferred stock in stages based on developments in current and potential litigation. The series B and series C preferred stock will become fully convertible to series A preferred stock or class A common stock no later than 2028 (subject to a holdback to cover any pending claims). Conversion of our class B and class C common stock into class A common stock, or our series A, B and C preferred stock into class A common stock, would increase the amount of class A common stock outstanding, which would dilute the voting power of existing class A common stockholders. In addition, the sale of significant portions of converted class A common stock could adversely impact the market price of our existing class A common stock."}
-{"_id": "V20230308", "title": "V Table of Contents", "text": "Holders of our class B and C common stock and series A, B and C preferred stock may have different interests than our class A common stockholders concerning certain significant transactions."}
-{"_id": "V20230309", "title": "V Table of Contents", "text": "Although their voting rights are limited, holders of our class B and C common stock and, in certain specified circumstances, holders of our series A, B and C preferred stock, can vote on certain significant transactions. With respect to our class B and C common stock, these transactions include a proposed consolidation or merger, a decision to exit our core payments business and any other vote required under Delaware law, such as the proposed certificate of incorporation amendments. Please see Item 7 of this report for more information regarding the potential exchange offer program. With respect to our series A, B and C preferred stock, voting rights are limited to proposed consolidations or mergers in which holders of the series A, B and C preferred stock would receive shares of stock or other equity securities with preferences, rights and privileges that are not substantially identical to the preferences, rights and privileges of the applicable series of preferred stock; or, in the case of series B and C preferred stock, holders would receive securities, cash or other property that is different from what our class A common stockholders would receive. Because the holders of classes of capital stock other than class A common stock are our current and former financial institution clients, they may have interests that diverge from our class A common stockholders. As a result, the holders of these classes of capital stock may not have the same incentive to approve a corporate action that may be favorable to the holders of class A common stock, and their interests may otherwise conflict with interests of our class A common stockholders."}
-{"_id": "V20230310", "title": "V Table of Contents", "text": "Delaware law, provisions in our certificate of incorporation and bylaws, and our capital structure could make a merger, takeover attempt or change in control difficult."}
-{"_id": "V20230316", "title": "V Table of Contents", "text": "Provisions contained in our certificate of incorporation and bylaws and our capital structure could delay or prevent a merger, takeover attempt or change in control that our stockholders may consider favorable. For example, except for limited exceptions: \u2022no person may beneficially own more than 15 percent of our class A common stock (or 15 percent of our total outstanding common stock on an as-converted basis), unless our board of directors approves the acquisition of such shares in advance; \u2022no competitor or an affiliate of a competitor may hold more than 5 percent of our total outstanding common stock on an as-converted basis; \u2022the affirmative votes of the class B and C common stock and series A, B and C preferred stock are required for certain types of consolidations or mergers; \u2022our stockholders may only take action during a stockholders\u2019 meeting and may not act by written consent; and"}
-{"_id": "V20230319", "title": "V Table of Contents", "text": " \u2022only our board of directors, Chairperson, or CEO or any stockholders who have owned continuously for at least one year not less than 15 percent of the voting power of all shares of class A common stock outstanding may call a special meeting of stockholders."}
-{"_id": "V20230322", "title": "V Unresolved Staff Comments", "text": "Not applicable."}
-{"_id": "V20230324", "title": "V Properties", "text": "As of September 30, 2023, we owned or leased 144 office locations in 82 countries around the world, including four data centers located in the U.S., the United Kingdom and Singapore. Our corporate headquarters are located in owned and leased premises in the San Francisco Bay Area."}
-{"_id": "V20230325", "title": "V Properties", "text": "We believe that these facilities are suitable and adequate to support our ongoing business needs."}
-{"_id": "V20230327", "title": "V Legal Proceedings", "text": "Refer to Note 20\u2014Legal Matters to our consolidated financial statements included in Item 8 of this report."}
-{"_id": "V20230330", "title": "V Mine Safety Disclosures", "text": "Not applicable."}
-{"_id": "V20230332", "title": "V Table of Contents", "text": "Market for Registrant\u2019s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities"}
-{"_id": "V20230333", "title": "V Table of Contents", "text": "Our class A common stock has been listed on the New York Stock Exchange under the symbol \u201cV\u201d. As of November 8, 2023, we had 316 stockholders of record of our class A common stock. The number of beneficial owners is substantially greater than the number of record holders, because a large portion of our class A common stock is held in \u201cstreet name\u201d by brokers and other financial institutions on behalf of our stockholders. There is currently no established public trading market for our class B or C common stock. As of November 8, 2023, there were 1,106 and 381 holders of record of our class B and C common stock, respectively."}
-{"_id": "V20230334", "title": "V Table of Contents", "text": "On October 24, 2023, our board of directors declared a quarterly cash dividend of $0.52 per share of class A common stock (determined in the case of class B and C common stock and series A, B and C convertible participating preferred stock on an as-converted basis) payable on December 1, 2023, to holders of record as of November 9, 2023."}
-{"_id": "V20230335", "title": "V Table of Contents", "text": "Subject to legally available funds, we expect to continue paying quarterly cash dividends on our outstanding common and preferred stock in the future. However, the declaration and payment of future dividends is at the sole discretion of our board of directors after taking into account various factors, including our financial condition, settlement indemnifications, operating results, available cash and current and anticipated cash needs."}
-{"_id": "V20230343", "title": "V Issuer Purchases of Equity Securities", "text": "The table below presents our purchases of common stock during the quarter ended September 30, 2023: Period##Total Number of Shares Purchased####Average Purchase Price per Share(1)####Total Number of Shares Purchased  as Part of Publicly Announced Plans or Programs(2)####Approximate  Dollar Value  of Shares that May Yet Be  Purchased Under the Plans or Programs(1),(2) ########(in millions, except per share data)###### July 1-31, 2023##3##$##240.62####3##$##8,215 August 1-31, 2023##7##$##243.29####7##$##6,473 September 1-30, 2023##7##$##238.94####7##$##4,733 Total##17##$##241.03####17####"}
-{"_id": "V20230344", "title": "V Issuer Purchases of Equity Securities", "text": "(1)Includes applicable taxes."}
-{"_id": "V20230345", "title": "V Issuer Purchases of Equity Securities", "text": "(2)The figures in the table reflect transactions according to the trade dates. For purposes of our consolidated financial statements included in this report, the impact of these repurchases is recorded according to the settlement dates."}
-{"_id": "V20230346", "title": "V Issuer Purchases of Equity Securities", "text": "See Note 15\u2014Stockholders\u2019 Equity to our consolidated financial statements included in Item 8 of this report for further discussion on our share repurchase programs."}
-{"_id": "V20230350", "title": "V Table of Contents", "text": "Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations"}
-{"_id": "V20230351", "title": "V Table of Contents", "text": "This management\u2019s discussion and analysis provides a review of the results of operations, financial condition and liquidity and capital resources of Visa Inc. and its subsidiaries (Visa, we, us, our or the Company) on a historical basis and outlines the factors that have affected recent earnings, as well as those factors that may affect future earnings. The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in Item 8 of this report."}
-{"_id": "V20230352", "title": "V Table of Contents", "text": "This section of the report generally discusses fiscal 2023 compared to fiscal 2022. Discussions of fiscal 2022 compared to 2021 that are not included in this report can be found in \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in Part II, Item 7 in our Annual Report on Form 10-K for the year ended September 30, 2022, filed with the United States Securities and Exchange Commission."}
-{"_id": "V20230354", "title": "V Overview", "text": "Visa is a global payments technology company that facilitates global commerce and money movement across more than 200 countries and territories among a global set of consumers, merchants, financial institutions and government entities through innovative technologies. We provide transaction processing services (primarily authorization, clearing and settlement) to our financial institution and merchant clients through VisaNet, our proprietary advanced transaction processing network. We offer products, solutions and services that facilitate secure, reliable, and efficient money movement for all participants in the ecosystem."}
-{"_id": "V20230365", "title": "V Overview", "text": "Financial overview. A summary of our as-reported U.S. GAAP and non-GAAP operating results is as follows: ########For the Years Ended September 30,##########% Change(1)#### ####2023####2022####2021##2023 vs. 2022######2022 vs. 2021## ############(in millions, except percentages and per share data)########## Net revenues##$##32,653##$##29,310##$##24,105##11##%####22##% Operating expenses##$##11,653##$##10,497##$##8,301##11##%####26##% Net income##$##17,273##$##14,957##$##12,311##15##%####21##% Diluted earnings per share##$##8.28##$##7.00##$##5.63##18##%####24##% Non-GAAP operating expenses(2)##$##10,481##$##9,387##$##8,077##12##%####16##% Non-GAAP net income(2)##$##18,280##$##16,034##$##12,933##14##%####24##% Non-GAAP diluted earnings per share(2)##$##8.77##$##7.50##$##5.91##17##%####27##%"}
-{"_id": "V20230366", "title": "V Overview", "text": "(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers."}
-{"_id": "V20230367", "title": "V Overview", "text": "(2)For a full reconciliation of our GAAP to non-GAAP financial results, see tables in Non-GAAP financial results below."}
-{"_id": "V20230368", "title": "V Overview", "text": "Disruption in the Banking Sector. During fiscal 2023, certain U.S. banks failed, which caused volatility in the global financial markets. These events did not have an impact on our operating results. We continuously monitor and manage balance sheet and operational risks from clients in our portfolio, including their settlement obligations."}
-{"_id": "V20230369", "title": "V Overview", "text": "Russia & Ukraine. During fiscal 2022, economic sanctions were imposed on Russia by the U.S., European Union, United Kingdom and other jurisdictions and authorities, impacting Visa and its clients. In March 2022, we suspended our operations in Russia and as a result, are no longer generating revenue from domestic and cross-border activities related to Russia. For fiscal 2022 and 2021, total net revenues from Russia, including revenues driven by domestic as well as cross-border activities, were approximately 2% and 4% of our consolidated net revenues, respectively."}
-{"_id": "V20230370", "title": "V Overview", "text": "The continuing effects of the liquidity issues at certain financial institutions and the war in Ukraine are difficult to predict due to numerous uncertainties identified in Part I, Item 1A of this report. We will continue to evaluate the nature and extent of the impact to our business."}
-{"_id": "V20230372", "title": "V Overview", "text": "Highlights for fiscal 2023. Net revenues increased 11% over the prior year, primarily due to the year-over-year growth in nominal cross-border volume, processed transactions and nominal payments volume, partially offset by"}
-{"_id": "V20230374", "title": "V Table of Contents", "text": "higher client incentives. Exchange rate movements lowered our net revenues growth by approximately one-and-a-half percentage points."}
-{"_id": "V20230375", "title": "V Table of Contents", "text": "GAAP operating expenses increased 11% over the prior year, primarily driven by higher expenses related to personnel. See Results of Operations\u2014Operating Expenses below for further discussion. Non-GAAP operating expenses increased 12% over the prior year, primarily driven by higher expenses related to personnel."}
-{"_id": "V20230376", "title": "V Table of Contents", "text": "Pending acquisition. In June 2023, we entered into a definitive agreement to acquire Pismo Holdings (Pismo), a cloud-native issuer processing and core banking platform with operations in Latin America, Asia Pacific and Europe, for $1.0 billion in cash. This acquisition is subject to customary closing conditions, including applicable regulatory reviews and approvals."}
-{"_id": "V20230377", "title": "V Table of Contents", "text": "Interchange multidistrict litigation. During fiscal 2023, we recorded additional accruals of $906 million to address claims associated with the interchange multidistrict litigation. We also made deposits of $1.0 billion into the U.S. litigation escrow account. See Note 5\u2014U.S. and Europe Retrospective Responsibility Plans and Note 20\u2014Legal Matters to our consolidated financial statements included in Item 8 of this report."}
-{"_id": "V20230378", "title": "V Table of Contents", "text": "Potential exchange offer program. In September 2023, we announced that we are engaging with our common stockholders on the subject of potential amendments to our certificate of incorporation that would authorize Visa to conduct an exchange offer program that would have the effect of releasing transfer restrictions on portions of our class B common stock prior to the final resolution of the U.S. covered litigation. See our current report on Form 8-K filed with the SEC on September 13, 2023."}
-{"_id": "V20230379", "title": "V Table of Contents", "text": "Common stock repurchases. In October 2022, our board of directors authorized a $12.0 billion share repurchase program. During fiscal 2023, we repurchased 55 million shares of our class A common stock in the open market for $12.2 billion. As of September 30, 2023, our share repurchase program had remaining authorized funds of $5.0 billion. In October 2023, our board of directors authorized a new $25.0 billion share repurchase program, providing multi-year flexibility. See Note 15\u2014Stockholders\u2019 Equity to our consolidated financial statements included in Item 8 of this report."}
-{"_id": "V20230384", "title": "V Table of Contents", "text": "Non-GAAP financial results. We use non-GAAP financial measures of our performance which exclude certain items which we believe are not representative of our continuing operations, as they may be non-recurring or have no cash impact, and may distort our longer-term operating trends. We consider non-GAAP measures useful to investors because they provide greater transparency into management\u2019s view and assessment of our ongoing operating performance. \u2022Gains and losses on equity investments. Gains and losses on equity investments include periodic non-cash fair value adjustments and gains and losses upon sale of an investment. These long-term investments are strategic in nature and are primarily private company investments. Gains and losses associated with these investments are tied to the performance of the companies that we invest in and therefore do not correlate to the underlying performance of our business. \u2022Amortization of acquired intangible assets. Amortization of acquired intangible assets consists of amortization of intangible assets such as developed technology, customer relationships and brands acquired in connection with business combinations executed beginning in fiscal 2019. Amortization charges for our acquired intangible assets are non-cash and are significantly affected by the timing, frequency and size of our acquisitions, rather than our core operations. As such, we have excluded this amount to facilitate an evaluation of our current operating performance and comparison to our past operating performance. \u2022Acquisition-related costs. Acquisition-related costs consist primarily of one-time transaction and integration costs associated with our business combinations. These costs include professional fees, technology integration fees, restructuring activities and other direct costs related to the purchase and integration of acquired entities. These costs also include retention equity and deferred equity compensation when they are agreed upon as part of the purchase price of the transaction but are required to be recognized as expense post-combination. We have excluded these amounts as the expenses are recognized for a limited duration and do not reflect the underlying performance of our business."}
-{"_id": "V20230389", "title": "V Table of Contents", "text": " \u2022Litigation provision. We recorded additional accruals to address claims associated with the interchange multidistrict litigation. Under the U.S. retrospective responsibility plan, we recover the monetary liabilities related to the U.S. covered litigation through a downward adjustment to the rate at which shares of our class B common stock ultimately convert into shares of class A common stock. For fiscal 2023 and 2022, basic earnings per class A common stock was unchanged and increased $0.01, respectively, as a result of the downward adjustments of the class B common stock conversion rate during the fiscal years. For fiscal 2023 and 2022, diluted earnings per class A common stock remained unchanged. See Note 5\u2014U.S. and Europe Retrospective Responsibility Plans and Note 20\u2014Legal Matters to our consolidated financial statements included in Item 8 of this report. \u2022Russia-Ukraine charges. We recorded a loss within general and administrative expense from the deconsolidation of our Russian subsidiary and also incurred charges in personnel expense as a result of steps taken to support our employees in Russia and Ukraine. We have excluded these amounts as they are one-time charges and do not reflect the underlying performance of our business. \u2022Remeasurement of deferred tax balances. In connection with the UK enacted legislation on June 10, 2021 that increased the tax rate from 19% to 25%, effective April 1, 2023, we remeasured our UK deferred tax liabilities, resulting in the recognition of a non-recurring, non-cash income tax expense. \u2022Indirect taxes. We recognized a one-time charge within general and administrative expense to record our estimate of probable additional indirect taxes, related to prior periods, for which we could be liable as a result of certain changes in applicable law. This one-time charge is not representative of our ongoing operations."}
-{"_id": "V20230400", "title": "V Table of Contents", "text": "Non-GAAP operating expenses, non-operating income (expense), income tax provision, effective income tax rate, net income and diluted earnings per share should not be relied upon as substitutes for, or considered in isolation from, measures calculated in accordance with U.S. GAAP. The following tables reconcile our as-reported financial measures, calculated in accordance with U.S. GAAP, to our respective non-GAAP financial measures: ##############For the Year Ended September 30, 2023############ ####Operating Expenses####Non-operating Income (Expense)####Income Tax Provision(1)####Effective Income Tax Rate(2)######Net Income####Diluted Earnings Per Share(2) ##############(in millions, except percentages and per share data)############ As reported##$##11,653##$##37##$##3,764####17.9##%##$##17,273##$##8.28 (Gains) losses on equity investments, net####\u2014####104####23##########81####0.04 Amortization of acquired intangible assets####(176)####\u2014####38##########138####0.07 Acquisition-related costs####(90)####\u2014####7##########83####0.04 Litigation provision####(906)####\u2014####201##########705####0.34 Non-GAAP##$##10,481##$##141##$##4,033####18.1##%##$##18,280##$##8.77"}
-{"_id": "V20230421", "title": "V Table of Contents", "text": " ##############For the Year Ended September 30, 2022############ ####Operating Expenses####Non-operating Income (Expense)####Income Tax Provision(1)####Effective Income Tax Rate(2)######Net Income####Diluted Earnings Per Share(2) ##############(in millions, except percentages and per share data)############ As reported##$##10,497##$##(677)##$##3,179####17.5##%##$##14,957##$##7.00 (Gains) losses on equity investments, net####\u2014####264####67##########197####0.09 Amortization of acquired intangible assets####(120)####\u2014####26##########94####0.04 Acquisition-related costs####(69)####\u2014####9##########60####0.03 Litigation provision####(861)####\u2014####191##########670####0.31 Russia-Ukraine charges####(60)####\u2014####4##########56####0.03 Non-GAAP##$##9,387##$##(413)##$##3,476####17.8##%##$##16,034##$##7.50 ##############For the Year Ended September 30, 2021############ ####Operating Expenses####Non-operating Income (Expense)####Income Tax Provision(1)####Effective Income Tax Rate(2)######Net Income####Diluted Earnings Per Share(2) ##############(in millions, except percentages and per share data)############ As reported##$##8,301##$##259##$##3,752####23.4##%##$##12,311##$##5.63 (Gains) losses on equity investments, net####\u2014####(712)####(159)##########(553)####(0.25) Amortization of acquired intangible assets####(51)####\u2014####12##########39####0.02 Acquisition-related costs####(21)####\u2014####4##########17####0.01 Remeasurement of deferred tax balances####\u2014####\u2014####(1,007)##########1,007####0.46 Indirect taxes####(152)####\u2014####40##########112####0.05 Non-GAAP##$##8,077##$##(453)##$##2,642####17.0##%##$##12,933##$##5.91"}
-{"_id": "V20230422", "title": "V Table of Contents", "text": "(1)Determined by applying applicable tax rates."}
-{"_id": "V20230423", "title": "V Table of Contents", "text": "(2)Figures in the table may not recalculate exactly due to rounding. Effective income tax rate, diluted earnings per share and their respective totals are calculated based on unrounded numbers."}
-{"_id": "V20230424", "title": "V Table of Contents", "text": "Payments volume and processed transactions. Payments volume is the primary driver for our service revenues, and the number of processed transactions is the primary driver for our data processing revenues."}
-{"_id": "V20230426", "title": "V Table of Contents", "text": "Payments volume represents the aggregate dollar amount of purchases made with cards and other form factors carrying the Visa, Visa Electron, V PAY and Interlink brands and excludes Europe co-badged volume. Nominal payments volume is denominated in U.S. dollars and is calculated each quarter by applying an established U.S. dollar/foreign currency exchange rate for each local currency in which our volumes are reported. Processed transactions represent transactions using cards and other form factors carrying the Visa, Visa Electron, V PAY, Interlink and PLUS brands processed on Visa\u2019s networks."}
-{"_id": "V20230450", "title": "V Table of Contents", "text": "The following tables present nominal payments and cash volume: ########U.S.############International############Visa Inc.#### ########Twelve Months  Ended June 30,(1)############Twelve Months Ended June 30,(1)############Twelve Months Ended June 30,(1)#### ####2023####2022##% Change(2)######2023####2022##% Change(2)######2023####2022##% Change(2)## ####################(in billions, except percentages)################ Nominal payments volume#################################### Consumer credit##$##2,230##$##2,047##9##%##$##2,810##$##2,695##4##%##$##5,040##$##4,742##6##% Consumer debit(3)####2,822####2,619##8##%####2,668####2,728##(2##%)####5,490####5,346##3##% Commercial(4)####993####882##13##%####551####500##10##%####1,544####1,382##12##% Total nominal payments volume(2)##$##6,045##$##5,548##9##%##$##6,029##$##5,922##2##%##$##12,074##$##11,470##5##% Cash volume(5)####608####631##(4##%)####1,844####1,929##(4##%)####2,453####2,560##(4##%) Total nominal volume(2),(6)##$##6,653##$##6,179##8##%##$##7,873##$##7,851##\u2014##%##$##14,526##$##14,030##4##% ########U.S.############International############Visa Inc.#### ########Twelve Months Ended June 30,(1)############Twelve Months Ended June 30,(1)############Twelve Months  Ended June 30,(1)#### ####2022####2021##% Change(2)######2022####2021##% Change(2)######2022####2021##% Change(2)## ####################(in billions, except percentages)################ Nominal payments volume#################################### Consumer credit##$##2,047##$##1,641##25##%##$##2,695##$##2,398##12##%##$##4,742##$##4,039##17##% Consumer debit(3)####2,619####2,388##10##%####2,728####2,443##12##%####5,346####4,830##11##% Commercial(4)####882####696##27##%####500####407##23##%####1,382####1,104##25##% Total nominal payments volume(2)##$##5,548##$##4,725##17##%##$##5,922##$##5,248##13##%##$##11,470##$##9,973##15##% Cash volume(5)####631####635##(1##%)####1,929####1,925##\u2014##%####2,560####2,559##\u2014##% Total nominal volume(2),(6)##$##6,179##$##5,360##15##%##$##7,851##$##7,172##9##%##$##14,030##$##12,532##12##%"}
-{"_id": "V20230461", "title": "V Table of Contents", "text": "The following table presents the change in nominal and constant payments and cash volume: ############International######################Visa Inc.########## ######Twelve Months Ended June 30, 2023 vs 2022(1),(2)############Twelve Months Ended June 30, 2022 vs 2021(1),(2)##########Twelve Months Ended June 30, 2023 vs 2022(1),(2)############Twelve Months Ended June 30, 2022 vs 2021(1),(2)#### ##Nominal######Constant(7)######Nominal######Constant(7)####Nominal######Constant(7)######Nominal######Constant(7)## Payments volume growth############################################ Consumer credit growth##4##%####13##%####12##%####15##%##6##%####11##%####17##%####19##% Consumer debit growth(3)##(2##%)####4##%####12##%####15##%##3##%####6##%####11##%####12##% Commercial growth(4)##10##%####20##%####23##%####27##%##12##%####15##%####25##%####27##% Total payments volume growth##2##%####9##%####13##%####16##%##5##%####9##%####15##%####17##% Cash volume growth(5)##(4##%)####1##%####\u2014##%####4##%##(4##%)####\u2014##%####\u2014##%####3##% Total volume growth##\u2014##%####7##%####9##%####13##%##4##%####7##%####12##%####14##%"}
-{"_id": "V20230462", "title": "V Table of Contents", "text": "(1)Service revenues in a given quarter are primarily assessed based on nominal payments volume in the prior quarter. Therefore, service revenues reported for the twelve months ended September 30, 2023, 2022 and 2021, were based on nominal payments volume reported by our financial institution clients for the twelve months ended June 30, 2023, 2022 and 2021, respectively. On occasion, previously presented volume information may be updated. Prior period updates are not material."}
-{"_id": "V20230463", "title": "V Table of Contents", "text": "(2)Figures in the table may not recalculate exactly due to rounding. Percentage changes and totals are calculated based on unrounded numbers."}
-{"_id": "V20230464", "title": "V Table of Contents", "text": "(3)Includes consumer prepaid volume and Interlink volume."}
-{"_id": "V20230465", "title": "V Table of Contents", "text": "(4)Includes large, medium and small business credit and debit, as well as commercial prepaid volume."}
-{"_id": "V20230466", "title": "V Table of Contents", "text": "(5)Cash volume generally consists of cash access transactions, balance access transactions, balance transfers and convenience checks."}
-{"_id": "V20230467", "title": "V Table of Contents", "text": "(6)Total nominal volume is the sum of total nominal payments volume and cash volume. Total nominal volume is provided by our financial institution clients, subject to review by Visa."}
-{"_id": "V20230469", "title": "V Table of Contents", "text": "(7)Growth on a constant-dollar basis excludes the impact of foreign currency fluctuations against the U.S. dollar."}
-{"_id": "V20230475", "title": "V Table of Contents", "text": "The following table presents the number of processed transactions: ####For the Years Ended September 30,########% Change(1)#### ##2023##2022##2021##2023 vs. 2022######2022 vs. 2021## ######(in millions, except percentages)########## Visa processed transactions##212,579##192,530##164,734##10##%####17##%"}
-{"_id": "V20230476", "title": "V Table of Contents", "text": "(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers. On occasion, previously presented information may be updated. Prior period updates are not material."}
-{"_id": "V20230479", "title": "V Net Revenues", "text": "Our net revenues are primarily generated from payments volume on Visa products for purchased goods and services, as well as the number of transactions processed on our network. See Note 1\u2014Summary of Significant Accounting Policies to our consolidated financial statements included in Item 8 of this report for further discussion on the components of our net revenues."}
-{"_id": "V20230486", "title": "V Net Revenues", "text": "The following table presents our net revenues earned in the U.S. and internationally: ########For the Years Ended September 30,#### ####2023####2022####2021 ############(in millions, except percentages) U.S.##$##14,138##$##12,851##$##11,160 International####18,515####16,459####12,945 Net revenues##$##32,653##$##29,310##$##24,105"}
-{"_id": "V20230487", "title": "V Net Revenues", "text": "(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers."}
-{"_id": "V20230488", "title": "V Net Revenues", "text": "Net revenues increased in fiscal 2023 primarily due to the year-over-year growth in nominal cross-border volume, processed transactions and nominal payments volume, partially offset by higher client incentives."}
-{"_id": "V20230489", "title": "V Net Revenues", "text": "Our net revenues are impacted by the overall strengthening or weakening of the U.S. dollar as payments volume and related revenues denominated in local currencies are converted to U.S. dollars. In fiscal 2023, exchange rate movements lowered our net revenues growth by approximately one-and-a-half percentage points."}
-{"_id": "V20230499", "title": "V Net Revenues", "text": "The following table presents the components of our net revenues: ########For the Years Ended September 30,#### ####2023####2022####2021 ############(in millions, except percentages) Service revenues##$##14,826##$##13,361##$##11,475 Data processing revenues####16,007####14,438####12,792 International transaction revenues####11,638####9,815####6,530 Other revenues####2,479####1,991####1,675 Client incentives####(12,297)####(10,295)####(8,367) Net revenues##$##32,653##$##29,310##$##24,105"}
-{"_id": "V20230502", "title": "V Net Revenues", "text": "(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers. \u2022Service revenues increased primarily due to 5% growth in nominal payments volume and due to business mix. Service revenues increased over the prior-year comparable fiscal year despite the impact of our suspension of operations in Russia."}
-{"_id": "V20230507", "title": "V Table of Contents", "text": " \u2022Data processing revenues increased primarily due to 10% growth in processed transactions, select pricing modifications and growth in value added services. Data processing revenues increased over the prior-year comparable fiscal year despite the impact of our suspension of operations in Russia. \u2022International transaction revenues increased primarily due to growth in nominal cross-border volumes of 23%, excluding transactions within Europe, and select pricing modifications, partially offset by business mix and lower volatility of a broad range of currencies. \u2022Other revenues increased primarily due to growth in marketing and consulting services and select pricing modifications. \u2022Client incentives increased primarily due to growth in payments volume during fiscal 2023. The amount of client incentives we record in future periods will vary based on changes in performance expectations, actual client performance, amendments to existing contracts or the execution of new contracts."}
-{"_id": "V20230517", "title": "V Operating Expenses", "text": "Our operating expenses consist of the following: \u2022Personnel expenses include salaries, employee benefits, incentive compensation, share-based compensation and contractor expenses. \u2022Marketing expenses include expenses associated with advertising and marketing campaigns, sponsorships and other related promotions of the Visa brand and client marketing. \u2022Network and processing expenses mainly represent expenses for the operation of our processing network, including maintenance, equipment rental and fees for other data processing services. \u2022Professional fees mainly consist of fees for legal, consulting and other professional services. \u2022Depreciation and amortization expenses include amortization of internally developed and purchased software, depreciation expense for property and equipment and amortization of finite-lived intangible assets primarily obtained through acquisitions. \u2022General and administrative expenses consist mainly of card benefits such as costs associated with airport lounge access, extended cardholder protection and concierge services, facilities costs, travel and meeting costs, indirect taxes, foreign exchange gains and losses and other corporate expenses incurred in support of our business. \u2022Litigation provision represents litigation expenses and is an estimate based on management\u2019s understanding of our litigation profile, the specifics of each case, advice of counsel to the extent appropriate and management\u2019s best estimate of incurred loss."}
-{"_id": "V20230530", "title": "V Table of Contents", "text": "The following table presents the components of our total operating expenses: ########For the Years Ended September 30,#### ####2023####2022####2021 ############(in millions, except percentages) Personnel##$##5,831##$##4,990##$##4,240 Marketing####1,341####1,336####1,136 Network and processing####736####743####730 Professional fees####545####505####403 Depreciation and amortization####943####861####804 General and administrative####1,330####1,194####985 Litigation provision####927####868####3 Total operating expenses(2)##$##11,653##$##10,497##$##8,301"}
-{"_id": "V20230532", "title": "V NM - Not meaningful", "text": "(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers."}
-{"_id": "V20230537", "title": "V NM - Not meaningful", "text": "(2)Operating expenses include significant items that we do not believe are indicative of our operating performance. See Overview within this Item 7. \u2022Personnel expenses increased primarily due to higher number of employees and compensation, reflecting our strategy to invest in future growth, including acquisitions. \u2022Depreciation and amortization expenses increased primarily due to additional depreciation and amortization from our on-going investments and acquisitions. \u2022General and administrative expenses increased due to unfavorable foreign currency fluctuations, higher usage of travel related card benefits and travel expenses, partially offset by the absence of expenses as a result of the suspension of our operations in Russia. \u2022Litigation provision increased primarily due to higher accruals related to the U.S. covered litigation. See Note 5\u2014U.S. and Europe Retrospective Responsibility Plans and Note 20\u2014Legal Matters included in Item 8 of this report."}
-{"_id": "V20230539", "title": "V Non-operating Income (Expense)", "text": "Non-operating income (expense) primarily includes interest expense related to borrowings, gains and losses on investments and derivative instruments, interest expense from tax liabilities, as well as the non-service components of net periodic pension income and expense."}
-{"_id": "V20230546", "title": "V Non-operating Income (Expense)", "text": "The following table presents the components of our non-operating income (expense): ########For the Years Ended September 30,#### ####2023####2022####2021 ############(in millions, except percentages) Interest expense##$##(644)##$##(538)##$##(513) Investment income (expense) and other####681####(139)####772 Total non-operating income (expense)##$##37##$##(677)##$##259"}
-{"_id": "V20230549", "title": "V Non-operating Income (Expense)", "text": "(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers. \u2022Interest expense increased primarily due to losses from derivative instruments, partially offset by lower interest related to indirect taxes and lower outstanding debt. See Note 10\u2014Debt and Note 13\u2014Derivative and Hedging Instruments to our consolidated financial statements included in Item 8 of this report."}
-{"_id": "V20230551", "title": "V Table of Contents", "text": " \u2022Investment income (expense) and other increased primarily due to higher interest income on our cash and investments and lower losses on our investments. See Note 6\u2014Fair Value Measurements and Investments to our consolidated financial statements included in Item 8 of this report."}
-{"_id": "V20230556", "title": "V Effective Income Tax Rate", "text": "The following table presents our effective income tax rates: ######For the Years Ended September 30,###### ##2023####2022####2021## Effective income tax rate##18##%##18##%##23##%"}
-{"_id": "V20230559", "title": "V Effective Income Tax Rate", "text": "The effective income tax rates in fiscal 2023 and fiscal 2022 were 18% including the following: \u2022during fiscal 2023, a $142 million tax benefit related to prior years due to the reassessment of an uncertain tax position as a result of new information obtained during an ongoing tax examination; and \u2022during fiscal 2022, a $176 million tax benefit related to prior years due to a decrease in the state apportionment ratio as a result of a tax position taken related to a ruling."}
-{"_id": "V20230561", "title": "V Liquidity and Capital Resources", "text": "Based on our current cash flow budgets and forecasts of our short-term and long-term liquidity needs, we believe that our current and projected sources of liquidity will be sufficient to meet our projected liquidity needs for more than the next 12 months. We will continue to assess our liquidity position and potential sources of supplemental liquidity in view of our operating performance, current economic and capital market conditions and other relevant circumstances."}
-{"_id": "V20230570", "title": "V Cash Flow Data", "text": "The following table summarizes our cash flow activity: ########For the Years Ended September 30,#### ####2023####2022####2021 ########(in millions)#### Total cash provided by (used in):############ Operating activities##$##20,755##$##18,849##$##15,227 Investing activities##$##(2,006)##$##(4,288)##$##(152) Financing activities##$##(17,772)##$##(12,696)##$##(14,410)"}
-{"_id": "V20230571", "title": "V Cash Flow Data", "text": "Operating activities. Cash provided by operating activities in fiscal 2023 was higher than the prior fiscal year primarily due to growth in our underlying business, partially offset by higher incentive payments."}
-{"_id": "V20230572", "title": "V Cash Flow Data", "text": "Investing activities. Cash used in investing activities in fiscal 2023 was lower than the prior fiscal year primarily due to the absence of cash paid for acquisitions, cash received from the settlement of net investment hedge derivative instruments in the current year and lower purchases of investment securities, partially offset by lower sales and maturities of investment securities."}
-{"_id": "V20230573", "title": "V Cash Flow Data", "text": "Financing activities. Cash used in financing activities in fiscal 2023 was higher than the prior fiscal year primarily due to the absence of proceeds from the issuance of senior notes, higher principal debt payment upon maturity of our senior notes, higher dividends paid and higher share repurchases."}
-{"_id": "V20230576", "title": "V Sources of Liquidity", "text": "Cash, cash equivalents and investments. As of September 30, 2023, our cash and cash equivalents balance were $16.3 billion and our available-for-sale debt securities were $5.4 billion. Our investment portfolio is designed to invest cash in securities which enables us to meet our working capital and liquidity needs. Our investment portfolio consists of debt securities issued by the U.S. Treasury and U.S. government-sponsored agencies. $3.5 billion of the investments are classified as current and are available to meet short-term liquidity needs. The remaining non-"}
-{"_id": "V20230578", "title": "V Table of Contents", "text": "current investments have stated maturities of more than one year from the balance sheet date; however, they are also generally available to meet short-term liquidity needs."}
-{"_id": "V20230579", "title": "V Table of Contents", "text": "Factors that may impact the liquidity of our investment portfolio include, but are not limited to, changes to credit ratings of the securities, uncertainty related to regulatory developments, actions by central banks and other monetary authorities and the ongoing strength and quality of credit markets. We will continue to review our portfolio in light of evolving market and economic conditions. However, if current market conditions deteriorate, the liquidity of our investment portfolio may be impacted and we could determine that some of our investments are impaired, which could adversely impact our financial results. We have policies that limit the amount of credit exposure to any one financial institution or type of investment."}
-{"_id": "V20230580", "title": "V Table of Contents", "text": "Commercial paper program. We maintain a commercial paper program to support our working capital requirements and for other general corporate purposes. As of September 30, 2023, we had no outstanding obligations under the program. See Note 10\u2014Debt to our consolidated financial statements included in Item 8 of this report."}
-{"_id": "V20230581", "title": "V Table of Contents", "text": "Credit facility. We have an unsecured $7.0 billion revolving credit facility, which expires in May 2028. As of September 30, 2023, there were no amounts outstanding under the credit facility. See Note 10\u2014Debt to our consolidated financial statements included in Item 8 of this report."}
-{"_id": "V20230582", "title": "V Table of Contents", "text": "U.S. Litigation escrow account. Pursuant to the terms of the U.S. retrospective responsibility plan, which was created to insulate Visa and our class A common shareholders from financial liability for certain litigation cases, we maintain a U.S. litigation escrow account from which monetary liabilities from settlements of, or judgments in, the U.S. covered litigation will be payable. As these funds are restricted for the sole purpose of making payments related to the U.S. covered litigation matters, we do not rely on them for other operational needs. See Note 5\u2014U.S. and Europe Retrospective Responsibility Plans and Note 20\u2014Legal Matters to our consolidated financial statements included in Item 8 of this report."}
-{"_id": "V20230584", "title": "V Uses of Liquidity", "text": "Payments settlement. Payments settlement due to and from our financial institution clients can represent a substantial daily liquidity requirement. Most U.S. dollar settlements are settled within the same day and do not result in a receivable or payable balance, while settlements in currencies other than the U.S. dollar generally remain outstanding for one to two business days, which is consistent with industry practice for such transactions. In general, during fiscal 2023, we were not required to fund settlement-related working capital. As of September 30, 2023, we held $10.1 billion of our total available liquidity to fund daily settlement in the event one or more of our financial institution clients are unable to settle, with the remaining liquidity available to support our working capital and other liquidity needs. See Note 12\u2014Settlement Guarantee Management to our consolidated financial statements included in Item 8 of this report."}
-{"_id": "V20230585", "title": "V Uses of Liquidity", "text": "Litigation. Judgments in and settlements of litigation or other fines imposed in investigations and proceedings could give rise to future liquidity needs. During fiscal 2023, we deposited $1.0 billion into the U.S. litigation escrow account to address claims associated with the interchange multidistrict litigation. The balance of this account as of September 30, 2023 was $1.8 billion and is reflected as restricted cash in our consolidated balance sheets. See Note 5\u2014U.S. and Europe Retrospective Responsibility Plans and Note 20\u2014Legal Matters to our consolidated financial statements included in Item 8 of this report."}
-{"_id": "V20230586", "title": "V Uses of Liquidity", "text": "Common stock repurchases. During fiscal 2023, we repurchased shares of our class A common stock in the open market for $12.2 billion. As of September 30, 2023, our share repurchase program had remaining authorized funds of $5.0 billion. In October 2023, our board of directors authorized a new $25.0 billion share repurchase program, providing multi-year flexibility. Share repurchases will be executed at prices we deem appropriate subject to various factors, including market conditions and our financial performance, and may be effected through accelerated share repurchase programs, open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans. See Note 15\u2014Stockholders\u2019 Equity to our consolidated financial statements included in Item 8 of this report."}
-{"_id": "V20230588", "title": "V Uses of Liquidity", "text": "Dividends. During fiscal 2023, we declared and paid $3.8 billion in dividends to holders of our common and preferred stock. On October 24, 2023, our board of directors declared a quarterly cash dividend of $0.52 per share of class A common stock (determined in the case of class B and C common stock and series A, B and C convertible participating preferred stock on an as-converted basis). We expect to pay approximately $1.1 billion in connection with this dividend on December 1, 2023. We expect to continue paying quarterly dividends in cash, subject to"}
-{"_id": "V20230590", "title": "V Table of Contents", "text": "approval by the board of directors. All preferred and class B and C common stock will share ratably on an as-converted basis in such future dividends."}
-{"_id": "V20230591", "title": "V Table of Contents", "text": "Senior notes. As of September 30, 2023, we had an outstanding aggregate principal amount relating to our senior notes of $20.9 billion. During fiscal 2023, we repaid $2.25 billion of principal upon maturity of our December 2022 senior notes. Since the issuance of the $500 million green bond as part of our commitment to environmental sustainability and a sustainable payments ecosystem, we have allocated $391 million to eligible green projects. See Note 10\u2014Debt to our consolidated financial statements included in Item 8 of this report."}
-{"_id": "V20230592", "title": "V Table of Contents", "text": "Client incentives. As of September 30, 2023, we had short-term and long-term liabilities recorded on the consolidated balance sheet related to these agreements of $8.2 billion and $0.2 billion, respectively."}
-{"_id": "V20230593", "title": "V Table of Contents", "text": "Uncertain tax positions. As of September 30, 2023, we had long-term liabilities for uncertain tax positions of $1.6 billion. See Note 19\u2014Income Taxes to our consolidated financial statements included in Item 8 of this report."}
-{"_id": "V20230594", "title": "V Table of Contents", "text": "Pending acquisition. In June 2023, we entered into a definitive agreement to acquire Pismo for $1.0 billion in cash. This acquisition is subject to customary closing conditions, including applicable regulatory reviews and approvals."}
-{"_id": "V20230595", "title": "V Table of Contents", "text": "Purchase obligations. As of September 30, 2023, we had short-term and long-term obligations of $1.7 billion and $0.9 billion, respectively, related to agreements to purchase goods and services that specify significant terms, including fixed or minimum quantities to be purchased, minimum or variable price provisions, and the approximate timing of the transaction. For obligations where the individual years of spend are not specified in the contract, we have estimated the timing of when these amounts will be spent. For future obligations related to software licenses, see Note 18\u2014Commitments to our consolidated financial statements included in Item 8 of this report."}
-{"_id": "V20230596", "title": "V Table of Contents", "text": "Leases. As of September 30, 2023, we had short-term and long-term obligations of $12 million and $421 million, respectively, related to leases that have not yet commenced. For future lease payments related to leases that have commenced and are recognized in the consolidated balance sheet, see Note 9\u2014Leases to our consolidated financial statements included in Item 8 of this report."}
-{"_id": "V20230597", "title": "V Table of Contents", "text": "Tax Cuts and Jobs Act. As of September 30, 2023, we had short-term and long-term obligations of $162 million and $431 million, respectively, related to the estimated transition tax, net of foreign tax credit carryovers, on certain foreign earnings of non-U.S. subsidiaries recognized during fiscal 2018."}
-{"_id": "V20230599", "title": "V Indemnifications", "text": "We indemnify our financial institution clients for settlement losses suffered due to the failure of any other client to fund its settlement obligations in accordance with our operating rules. The amount of the indemnification is limited to the amount of unsettled Visa payment transactions at any point in time. We maintain and regularly review global settlement risk policies and procedures to manage settlement risk, which may require clients to post collateral if certain credit standards are not met. See Note 1\u2014Summary of Significant Accounting Policies and Note 12\u2014Settlement Guarantee Management to our consolidated financial statements included in Item 8 of this report."}
-{"_id": "V20230601", "title": "V Accounting Pronouncements Not Yet Adopted", "text": "The Financial Accounting Standards Board has issued certain accounting updates, which we have either determined to be not applicable or not expected to have a material impact on our consolidated financial statements."}
-{"_id": "V20230603", "title": "V Critical Accounting Estimates", "text": "Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America which require us to make judgments, assumptions and estimates that affect the amounts reported. See Note 1\u2014Summary of Significant Accounting Policies to our consolidated financial statements included in Item 8 of this report. We have established policies and control procedures which seek to ensure that estimates and assumptions are appropriately governed and applied consistently from period to period. However, actual results could differ from our assumptions and estimates, and such differences could be material."}
-{"_id": "V20230605", "title": "V Critical Accounting Estimates", "text": "We believe that the following accounting estimates are the most critical to fully understand and evaluate our reported financial results, as they require our most subjective or complex management judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain and unpredictable."}
-{"_id": "V20230608", "title": "V Revenue Recognition\u2014Client Incentives", "text": "Critical estimates. We enter into long-term incentive agreements with financial institution clients, merchants and other business partners for various programs that provide cash and other incentives designed to increase revenue by growing payments volume, increasing Visa product acceptance, winning merchant routing transactions over to our network and driving innovation. These incentives are primarily accounted for as reductions to net revenues; however, if a separate identifiable benefit at fair value can be established, they are accounted for as operating expenses. Incentives are recognized systematically and rationally based on management\u2019s estimate of each client\u2019s performance. These estimates are regularly reviewed and adjusted as appropriate based on changes in performance expectations, actual client performance, amendments to existing contracts or the execution of new contracts."}
-{"_id": "V20230609", "title": "V Revenue Recognition\u2014Client Incentives", "text": "Assumptions and judgment. Estimation of client incentives relies on forecasts of payments and transaction volume, card issuance and card conversion. Performance is estimated using client-reported information, transactional information accumulated from our systems, historical information, market and economic conditions and discussions with our clients, merchants and business partners."}
-{"_id": "V20230610", "title": "V Revenue Recognition\u2014Client Incentives", "text": "Impact if actual results differ from assumptions. If actual performance is not consistent with our estimates, client incentives may be materially different than initially recorded. Increases in incentive payments are generally driven by increased payments and transaction volume, which drive our net revenues. As a result, in the event incentive payments exceed estimates, such payments are not expected to have a material effect on our financial condition, results of operations or cash flows. The cumulative impact of a revision in estimates is recorded in the period such revisions become probable and estimable."}
-{"_id": "V20230612", "title": "V Legal and Regulatory Matters", "text": "Critical estimates. We are currently involved in various legal proceedings, the outcomes of which are not within our complete control and may not be known for prolonged periods of time. Management is required to assess the probability of loss and estimate the amount of such loss, if any, in preparing our consolidated financial statements."}
-{"_id": "V20230613", "title": "V Legal and Regulatory Matters", "text": "Assumptions and judgment. We evaluate the likelihood of a potential loss from legal or regulatory proceedings to which we are a party. We record a liability for such claims when a loss is deemed probable and the amount can be reasonably estimated. Significant judgment may be required in the determination of both probability and whether a loss is reasonably estimable. Our judgments are subjective and based on a number of factors, including management\u2019s understanding of the legal or regulatory profile and the specifics of each proceeding, our history with similar matters, advice of internal and external legal counsel and management\u2019s best estimate of incurred loss. As additional information becomes available, we reassess the potential loss related to pending claims and may revise our estimates."}
-{"_id": "V20230614", "title": "V Legal and Regulatory Matters", "text": "We have entered into loss sharing agreements that reduce our potential liability under certain litigation. However, our U.S. retrospective responsibility plan only addresses monetary liabilities from settlements of, or final judgments in, the U.S. covered litigation. The plan\u2019s mechanisms include the use of the U.S. litigation escrow account. The accrual related to the U.S. covered litigation could be either higher or lower than the U.S. litigation escrow account balance. Our Europe retrospective responsibility plan only covers Visa Europe territory covered litigation (and resultant liabilities and losses) relating to the covered period, subject to certain limitations, and does not cover any fines or penalties incurred in the European Commission proceedings or any other matter. See Note 5\u2014U.S. and Europe Retrospective Responsibility Plans and Note 20\u2014Legal Matters to our consolidated financial statements included in Item 8 of this report."}
-{"_id": "V20230615", "title": "V Legal and Regulatory Matters", "text": "Impact if actual results differ from assumptions. Due to the inherent uncertainties of the legal and regulatory processes in the multiple jurisdictions in which we operate, our judgments may be materially different than the actual outcomes, which could have material adverse effects on our business, financial conditions and results of operations in the period in which the effect becomes probable and reasonably estimable. See Note 20\u2014Legal Matters to our consolidated financial statements included in Item 8 of this report."}
-{"_id": "V20230618", "title": "V Income Taxes", "text": "Critical estimates. In calculating our effective income tax rate, we make judgments regarding certain tax positions, including the timing and amount of deductions and allocations of income among various tax jurisdictions."}
-{"_id": "V20230620", "title": "V Table of Contents", "text": "Assumptions and judgment. We have various tax filing positions with regard to the timing and amount of deductions and credits and the allocation of income among various tax jurisdictions, based on our interpretation of local tax laws. We also inventory, evaluate and measure all uncertain tax positions taken or expected to be taken on tax returns and record liabilities for the amount of such positions that may not be sustained, or may only be partially sustained, upon examination by the relevant taxing authorities."}
-{"_id": "V20230621", "title": "V Table of Contents", "text": "Impact if actual results differ from assumptions. Although we believe that our estimates and judgments are reasonable, actual results may differ from these estimates. Some or all of these judgments are subject to review by the taxing authorities. If one or more of the taxing authorities were to successfully challenge our right to realize some or all of the tax benefit we have recorded, and we were unable to realize this benefit, it could have a material adverse effect on our financial condition, results of operations or cash flows."}
-{"_id": "V20230623", "title": "V Quantitative and Qualitative Disclosures about Market Risk", "text": "Market risk is the potential economic loss arising from adverse changes in market factors. Our exposure to financial market risks results primarily from fluctuations in foreign currency exchange rates, interest rates and equity prices. Aggregate risk exposures are monitored on an ongoing basis."}
-{"_id": "V20230625", "title": "V Foreign Currency Exchange Rate Risk", "text": "We are exposed to risks from foreign currency exchange rate fluctuations that are primarily related to changes in the functional currency value of revenues generated from foreign currency-denominated transactions and changes in the functional currency value of payments in foreign currencies. We manage these risks by entering into foreign currency forward contracts that hedge exposures of the variability in the functional currency equivalent of anticipated non-functional currency denominated cash flows. Our foreign currency exchange rate risk management program reduces, but does not entirely eliminate, the impact of foreign currency exchange rate movements."}
-{"_id": "V20230626", "title": "V Foreign Currency Exchange Rate Risk", "text": "As of September 30, 2023 and 2022, the effect of a hypothetical 10% weakening in the value of the functional currencies is estimated to create an additional fair value loss of approximately $236 million and $220 million, respectively, on our outstanding foreign currency forward contracts. The loss from this hypothetical weakening would be largely offset by a corresponding gain on our cash flows from foreign currency-denominated revenues and payments. See Note 1\u2014Summary of Significant Accounting Policies and Note 13\u2014Derivative and Hedging Instruments to our consolidated financial statements included in Item 8 of this report."}
-{"_id": "V20230627", "title": "V Foreign Currency Exchange Rate Risk", "text": "We are further exposed to foreign currency exchange rate risk related to translation as the functional currency of Visa Europe is the Euro. Translation from the Euro to the U.S. dollar is performed for balance sheet accounts using exchange rates in effect at the balance sheet dates and for revenue and expense accounts using an average exchange rate for the period. Resulting translation adjustments are reported as a component of accumulated other comprehensive income (loss) on the consolidated balance sheets. A hypothetical 10% change in the Euro against the U.S. dollar compared to the exchange rate as of September 30, 2023 and 2022 would result in a foreign currency translation adjustment of $1.9 billion and $1.8 billion, respectively."}
-{"_id": "V20230628", "title": "V Foreign Currency Exchange Rate Risk", "text": "As of September 30, 2023 and 2022, we designated \u20ac3.0 billion and \u20ac1.2 billion, respectively, of our Euro-denominated senior notes as a net investment hedge against a portion of the foreign exchange rate exposure from our net investment in Visa Europe. Foreign currency translation adjustments resulting from the designated portion of the Euro-denominated senior notes partially offset the foreign currency translation adjustments resulting from our net investment in Visa Europe. See Note 1\u2014Summary of Significant Accounting Policies and Note 13\u2014Derivative and Hedging Instruments to our consolidated financial statements included in Item 8 of this report."}
-{"_id": "V20230630", "title": "V Foreign Currency Exchange Rate Risk", "text": "We are also subject to foreign currency exchange risk in daily settlement activities. This risk arises from the timing of rate setting for settlement with clients relative to the timing of market trades for balancing currency positions. Risk in settlement activities is limited through daily operating procedures, including the utilization of Visa settlement systems and our interaction with foreign exchange trading counterparties."}
-{"_id": "V20230633", "title": "V Interest Rate Risk", "text": "Our investment portfolio assets are held in both fixed-rate and adjustable-rate securities. Investments in fixed-rate instruments carry a degree of interest rate risk. The fair value of fixed-rate securities may be adversely impacted due to a rise in interest rates. Additionally, a falling-rate environment creates reinvestment risk because as securities mature, the proceeds are reinvested at a lower rate, generating less interest income. As of September 30, 2023 and 2022, a hypothetical 100 basis point increase in interest rates would create an estimated decrease in the fair value of our investment securities of approximately $43 million and $47 million, respectively. Any realized losses resulting from such interest rate changes would only occur if we sold the investments prior to maturity. Historically, we have been able to hold investments until maturity."}
-{"_id": "V20230634", "title": "V Interest Rate Risk", "text": "We have interest rate and cross-currency swap agreements on a portion of our outstanding senior notes that allow us to manage our interest rate exposure through a combination of fixed and floating rates and reduce our overall cost of borrowing. Together these swap agreements effectively convert a portion of our U.S. dollar denominated fixed-rate payments into U.S. dollar and Euro-denominated floating-rate payments. By entering into interest rate swaps, we have assumed risks associated with market interest rate fluctuations. As of September 30, 2023 and 2022, a hypothetical 100 basis point increase in interest rates would have resulted in an increase of approximately $40 million in annual interest expense for each fiscal year. See Note 13\u2014Derivative and Hedging Instruments to our consolidated financial statements included in Item 8 of this report."}
-{"_id": "V20230637", "title": "V Equity Investment Risk", "text": "Our equity investments are held in both marketable and non-marketable equity securities. The marketable equity securities are publicly traded stocks and the non-marketable equity securities are investments in privately held companies. As of September 30, 2023 and 2022, the carrying value of our marketable equity securities was $163 million and $291 million, respectively, and the carrying value of our non-marketable equity securities was $1.4 billion and $1.2 billion, respectively. These securities are subject to a wide variety of market-related risks that could substantially reduce or increase the fair value of our holdings. A decline in financial condition or operating results of these investments could result in a loss of all or a substantial part of our carrying value in these companies. We regularly review our non-marketable equity securities for possible impairment, which generally involves an analysis of the facts and changes in circumstances influencing the investment, expectations of the entity\u2019s cash flows and capital needs, and the viability of its business model."}
-{"_id": "V20230640", "title": "V Financial Statements and Supplementary Data", "text": "VISA INC."}
-{"_id": "V20230648", "title": "V INDEX TO CONSOLIDATED FINANCIAL STATEMENTS", "text": " ##Page Report of Independent Registered Public Accounting Firm (KPMG LLP, Santa Clara, CA, Auditor Firm ID: 185)##50 Consolidated Balance Sheets##53 Consolidated Statements of Operations##54 Consolidated Statements of Comprehensive Income##55 Consolidated Statements of Changes in Equity##56 Consolidated Statements of Cash Flows##59"}
-{"_id": "V20230653", "title": "V To the Stockholders and the Board of Directors", "text": "Visa Inc.:"}
-{"_id": "V20230654", "title": "V To the Stockholders and the Board of Directors", "text": "Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting"}
-{"_id": "V20230655", "title": "V To the Stockholders and the Board of Directors", "text": "We have audited the accompanying consolidated balance sheets of Visa Inc. and subsidiaries (the Company) as of September 30, 2023 and 2022, the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended September 30, 2023, and the related notes (collectively, the consolidated financial statements). We also have audited the Company\u2019s internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control \u2013 Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission."}
-{"_id": "V20230656", "title": "V To the Stockholders and the Board of Directors", "text": "In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended September 30, 2023, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2023 based on criteria established in Internal Control \u2013 Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission."}
-{"_id": "V20230658", "title": "V Basis for Opinions", "text": "The Company\u2019s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management\u2019s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company\u2019s consolidated financial statements and an opinion on the Company\u2019s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB."}
-{"_id": "V20230659", "title": "V Basis for Opinions", "text": "We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects."}
-{"_id": "V20230661", "title": "V Basis for Opinions", "text": "Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions."}
-{"_id": "V20230664", "title": "V Definition and Limitations of Internal Control Over Financial Reporting", "text": "A company\u2019s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company\u2019s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company\u2019s assets that could have a material effect on the financial statements."}
-{"_id": "V20230665", "title": "V Definition and Limitations of Internal Control Over Financial Reporting", "text": "Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate."}
-{"_id": "V20230667", "title": "V Critical Audit Matter", "text": "The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates."}
-{"_id": "V20230668", "title": "V Critical Audit Matter", "text": "Assessment of the litigation accrual for class members opting out of the Damages Class settlement in the Interchange Multidistrict Litigation (MDL)"}
-{"_id": "V20230669", "title": "V Critical Audit Matter", "text": "As discussed in Notes 5 and 20 to the consolidated financial statements, the Company is party to various legal proceedings including the Interchange Multidistrict Litigation (MDL) \u2013 Individual Merchant Actions, and has recorded a litigation accrual of $1,621 million as of September 30, 2023. In preparing its consolidated financial statements, the Company is required to assess the probability of loss associated with each legal proceeding and estimate the amount of such loss, if any. The outcome of legal proceedings to which the Company is a party is not within the complete control of the Company and may not be known for prolonged periods of time."}
-{"_id": "V20230670", "title": "V Critical Audit Matter", "text": "We identified the assessment of the litigation accrual for class members opting out of the Damages Class settlement in the Interchange Multidistrict Litigation (MDL), also known as the MDL \u2013 Individual Merchant Actions, as a critical audit matter. This proceeding involves claims that are subject to inherent uncertainties and unascertainable damages. The assessment of the litigation accrual for the MDL \u2013 Individual Merchant Actions required especially challenging auditor judgment due to the assumptions and estimation associated with the consideration and evaluation of possible outcomes. The Company could incur judgments, enter into settlements or revise its expectations regarding the outcome of merchants\u2019 claims, which could have a material effect on the estimated amount of the liability in the period in which the effect becomes probable and reasonably estimable."}
-{"_id": "V20230672", "title": "V Critical Audit Matter", "text": "The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company\u2019s litigation accrual process for the MDL \u2013 Individual Merchant Actions. We evaluated the Company\u2019s ability to estimate its monetary exposure by comparing historically recorded liabilities to actual monetary amounts incurred upon resolution of legal matters for merchants that opted out of the previous MDL class settlement. To assess the estimated monetary exposure in the Company\u2019s analysis, we compared such amounts to the complete population of amounts attributable to the remaining opt-out merchants. We performed a sensitivity analysis over the Company\u2019s monetary exposure calculations, and we recalculated the amount of the ending litigation accrual. We read letters received directly from the Company\u2019s external legal counsel and internal legal counsel that discussed the Company\u2019s legal matters, including the MDL \u2013 Individual Merchant Actions. We also considered relevant publicly available information."}
-{"_id": "V20230675", "title": "V /s/ KPMG LLP", "text": "We have served as the Company\u2019s auditor since 2007."}
-{"_id": "V20230679", "title": "V November 15, 2023", "text": "VISA INC."}
-{"_id": "V20230728", "title": "V CONSOLIDATED BALANCE SHEETS", "text": " ######September 30,#### ####2023######2022 ######(in millions, except per share data)#### Assets########## Cash and cash equivalents##$##16,286####$##15,689 Restricted cash equivalents\u2014U.S. litigation escrow####1,764######1,449 Investment securities####3,842######2,833 Settlement receivable####2,183######1,932 Accounts receivable####2,291######2,020 Customer collateral####3,005######2,342 Current portion of client incentives####1,577######1,272 Prepaid expenses and other current assets####2,584######2,668 Total current assets####33,532######30,205 Investment securities####1,921######2,136 Client incentives####3,789######3,348 Property, equipment and technology, net####3,425######3,223 Goodwill####17,997######17,787 Intangible assets, net####26,104######25,065 Other assets####3,731######3,737 Total assets##$##90,499####$##85,501 Liabilities########## Accounts payable##$##375####$##340 Settlement payable####3,269######3,281 Customer collateral####3,005######2,342 Accrued compensation and benefits####1,506######1,359 Client incentives####8,177######6,099 Accrued liabilities####5,015######3,726 Current maturities of debt####\u2014######2,250 Accrued litigation####1,751######1,456 Total current liabilities####23,098######20,853 Long-term debt####20,463######20,200 Deferred tax liabilities####5,114######5,332 Other liabilities####3,091######3,535 Total liabilities####51,766######49,920 Commitments and contingencies (Note 18 and Note 20)########## Equity########## Series A, Series B and Series C convertible participating preferred stock (preferred stock), $0.0001 par value: 25 shares authorized and 5 (Series A less than one, Series B 2, Series C 3) shares issued and outstanding as of September 30, 2023 and 2022####1,698######2,324 Class A, Class B and Class C common stock and additional paid-in capital, $0.0001 par value: 2,003,341 shares authorized (Class A 2,001,622, Class B 622, Class C 1,097); 1,849 (Class A 1,594, Class B 245, Class C 10) and 1,890 (Class A 1,635, Class B 245, Class C 10) shares issued and outstanding as of September 30, 2023 and 2022, respectively####20,452######19,545 Right to recover for covered losses####(140)######(35) Accumulated income####18,040######16,116 Accumulated other comprehensive income (loss):########## Investment securities####(64)######(106) Defined benefit pension and other postretirement plans####(155)######(169) Derivative instruments####(177)######418 Foreign currency translation adjustments####(921)######(2,512) Total accumulated other comprehensive income (loss)####(1,317)######(2,369) Total equity####38,733######35,581 Total liabilities and equity##$##90,499####$##85,501"}
-{"_id": "V20230730", "title": "V CONSOLIDATED BALANCE SHEETS", "text": "See accompanying notes, which are an integral part of these consolidated financial statements."}
-{"_id": "V20230731", "title": "V CONSOLIDATED BALANCE SHEETS", "text": "VISA INC."}
-{"_id": "V20230769", "title": "V CONSOLIDATED STATEMENTS OF OPERATIONS", "text": " ########For the Years Ended September 30,#### ####2023####2022####2021 ########(in millions, except per share data)#### Net revenues##$##32,653##$##29,310##$##24,105 Operating Expenses############ Personnel####5,831####4,990####4,240 Marketing####1,341####1,336####1,136 Network and processing####736####743####730 Professional fees####545####505####403 Depreciation and amortization####943####861####804 General and administrative####1,330####1,194####985 Litigation provision####927####868####3 Total operating expenses####11,653####10,497####8,301 Operating income####21,000####18,813####15,804 Non-operating Income (Expense)############ Interest expense####(644)####(538)####(513) Investment income (expense) and other####681####(139)####772 Total non-operating income (expense)####37####(677)####259 Income before income taxes####21,037####18,136####16,063 Income tax provision####3,764####3,179####3,752 Net income##$##17,273##$##14,957##$##12,311 Basic Earnings Per Share############ Class A common stock##$##8.29##$##7.01##$##5.63 Class B common stock##$##13.26##$##11.33##$##9.14 Class C common stock##$##33.17##$##28.03##$##22.53 Basic Weighted-average Shares Outstanding############ Class A common stock####1,618####1,651####1,691 Class B common stock####245####245####245 Class C common stock####10####10####10 Diluted Earnings Per Share############ Class A common stock##$##8.28##$##7.00##$##5.63 Class B common stock##$##13.24##$##11.31##$##9.13 Class C common stock##$##33.13##$##28.00##$##22.51 Diluted Weighted-average Shares Outstanding############ Class A common stock####2,085####2,136####2,188 Class B common stock####245####245####245 Class C common stock####10####10####10"}
-{"_id": "V20230771", "title": "V CONSOLIDATED STATEMENTS OF OPERATIONS", "text": "See accompanying notes, which are an integral part of these consolidated financial statements."}
-{"_id": "V20230772", "title": "V CONSOLIDATED STATEMENTS OF OPERATIONS", "text": "VISA INC."}
-{"_id": "V20230797", "title": "V CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME", "text": " ########For the Years Ended September 30,#### ####2023####2022####2021 ########(in millions)#### Net income##$##17,273##$##14,957##$##12,311 Other comprehensive income (loss):############ Investment securities:############ Net unrealized gain (loss)####53####(133)####(4) Income tax effect####(11)####28####1 Reclassification adjustments####\u2014####\u2014####(1) Defined benefit pension and other postretirement plans:############ Net unrealized actuarial gain (loss) and prior service credit (cost)####6####(168)####178 Income tax effect####\u2014####38####(41) Reclassification adjustments####10####13####13 Income tax effect####(2)####(3)####(3) Derivative instruments:############ Net unrealized gain (loss)####(126)####917####19 Income tax effect####24####(177)####(1) Reclassification adjustments####49####(67)####15 Income tax effect####(24)####2####1 Foreign currency translation adjustments:############ Translation adjustments####975####(3,255)####(95) Income tax effect####98####\u2014####\u2014 Other comprehensive income (loss)####1,052####(2,805)####82 Comprehensive income##$##18,325##$##12,152##$##12,393"}
-{"_id": "V20230799", "title": "V CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME", "text": "See accompanying notes, which are an integral part of these consolidated financial statements."}
-{"_id": "V20230800", "title": "V CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME", "text": "VISA INC."}
-{"_id": "V20230816", "title": "V CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY", "text": " ####Preferred Stock##########Common Stock and Additional Paid-in Capital#### ##Shares######Amount####Shares######Amount ################## Balance as of September 30, 2022##5####$##2,324##(1)##1,890####$##19,545 Net income################## Other comprehensive income (loss)################## VE territory covered losses incurred################## Recovery through conversion rate adjustment########(30)########## Conversion to class A common stock upon sales into public market##\u2014##(2)####(596)####10######596 Share-based compensation##################765 Stock issued under equity plans############5######260 Restricted stock and performance-based shares settled in cash for taxes############(1)######(130) Cash dividends declared and paid, at a quarterly amount of $0.45 per class A common stock################## Repurchase of class A common stock############(55)######(584) Balance as of September 30, 2023##5####$##1,698##(1)##1,849####$##20,452"}
-{"_id": "V20230817", "title": "V CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY", "text": "(1)As of September 30, 2023 and 2022, the book value of series A preferred stock was $456 million and $1.0 billion, respectively. Refer to Note 5\u2014U.S. and Europe Retrospective Responsibility Plans for the book value of series B and series C preferred stock."}
-{"_id": "V20230818", "title": "V CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY", "text": "(2)Increase or decrease is less than one million shares."}
-{"_id": "V20230820", "title": "V CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY", "text": "See accompanying notes, which are an integral part of these consolidated financial statements."}
-{"_id": "V20230821", "title": "V CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY", "text": "VISA INC."}
-{"_id": "V20230838", "title": "V CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY\u2014(Continued)", "text": " ####Preferred Stock##########Common Stock and Additional Paid-in Capital###### ##Shares######Amount####Shares######Amount## ####################(in millions, except per share data) Balance as of September 30, 2021##5####$##3,080##(1)##1,932####$##18,855## Net income#################### Other comprehensive income (loss)#################### VE territory covered losses incurred#################### Recovery through conversion rate adjustment########(141)############ Issuance of series A preferred stock##\u2014##(2)####(3)############ Conversion to class A common stock upon sales into public market##\u2014##(2)####(612)####10######612## Share-based compensation##################602## Stock issued under equity plans############4######196## Restricted stock and performance-based shares settled in cash for taxes############\u2014##(2)####(120)## Cash dividends declared and paid, at a quarterly amount of $0.375 per class A common stock#################### Repurchase of class A common stock############(56)######(600)## Balance as of September 30, 2022##5####$##2,324##(1)##1,890####$##19,545##"}
-{"_id": "V20230839", "title": "V CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY\u2014(Continued)", "text": "(1)As of September 30, 2022 and 2021, the book value of series A preferred stock was $1.0 billion and $486 million, respectively. Refer to Note 5\u2014U.S. and Europe Retrospective Responsibility Plans for the book value of series B and series C preferred stock."}
-{"_id": "V20230840", "title": "V CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY\u2014(Continued)", "text": "(2)Increase or decrease is less than one million shares."}
-{"_id": "V20230842", "title": "V CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY\u2014(Continued)", "text": "See accompanying notes, which are an integral part of these consolidated financial statements."}
-{"_id": "V20230843", "title": "V CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY\u2014(Continued)", "text": "VISA INC."}
-{"_id": "V20230860", "title": "V CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY\u2014(Continued)", "text": " ####Preferred Stock########Common Stock and Additional Paid-in Capital###### ##Shares######Amount##Shares######Amount## ##################(in millions, except per share data) Balance as of September 30, 2020##5####$##5,086##1,939####$##16,721## Net income################## Other comprehensive income (loss)################## Adoption of new accounting standards################## VE territory covered losses incurred################## Recovery through conversion rate adjustment########(55)########## Conversion to class A common stock upon sales into public market##\u2014##(1)####(1,951)##29######1,951## Share-based compensation################542## Stock issued under equity plans##########5######208## Restricted stock and performance-based shares settled in cash for taxes##########(1)######(144)## Cash dividends declared and paid, at a quarterly amount of $0.32 per class A common stock################## Repurchase of class A common stock##########(40)######(423)## Balance as of September 30, 2021##5####$##3,080##1,932####$##18,855##"}
-{"_id": "V20230861", "title": "V CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY\u2014(Continued)", "text": "(1)Increase or decrease is less than one million shares."}
-{"_id": "V20230863", "title": "V CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY\u2014(Continued)", "text": "See accompanying notes, which are an integral part of these consolidated financial statements."}
-{"_id": "V20230864", "title": "V CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY\u2014(Continued)", "text": "VISA INC."}
-{"_id": "V20230915", "title": "V CONSOLIDATED STATEMENTS OF CASH FLOWS", "text": " ########For the Years Ended September 30,#### ####2023####2022####2021 ########(in millions)#### Operating Activities############ Net income##$##17,273##$##14,957##$##12,311 Adjustments to reconcile net income to net cash provided by (used in) operating activities:############ Client incentives####12,297####10,295####8,367 Share-based compensation####765####602####542 Depreciation and amortization####943####861####804 Deferred income taxes####(483)####(336)####873 VE territory covered losses incurred####(136)####(43)####(147) (Gains) losses on equity investments, net####104####264####(712) Other####14####(94)####(109) Change in operating assets and liabilities:############ Settlement receivable####(160)####(397)####(468) Accounts receivable####(250)####(97)####(343) Client incentives####(11,014)####(9,351)####(7,510) Other assets####(24)####(666)####(147) Accounts payable####34####67####88 Settlement payable####(194)####1,256####679 Accrued and other liabilities####1,291####1,055####929 Accrued litigation####295####476####70 Net cash provided by (used in) operating activities####20,755####18,849####15,227 Investing Activities############ Purchases of property, equipment and technology####(1,059)####(970)####(705) Investment securities:############ Purchases####(4,363)####(5,997)####(5,111) Proceeds from maturities and sales####3,160####4,585####5,701 Acquisitions, net of cash and restricted cash acquired####\u2014####(1,948)####(75) Purchases of other investments####(121)####(86)####(71) Settlement of derivative instruments####402####\u2014####\u2014 Other investing activities####(25)####128####109 Net cash provided by (used in) investing activities####(2,006)####(4,288)####(152) Financing Activities############ Repurchase of class A common stock####(12,101)####(11,589)####(8,676) Repayments of debt####(2,250)####(1,000)####(3,000) Dividends paid####(3,751)####(3,203)####(2,798) Proceeds from issuance of senior notes####\u2014####3,218####\u2014 Cash proceeds from issuance of class A common stock under equity plans####260####196####208 Restricted stock and performance-based shares settled in cash for taxes####(130)####(120)####(144) Other financing activities####200####(198)####\u2014 Net cash provided by (used in) financing activities####(17,772)####(12,696)####(14,410) Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents####636####(1,287)####(37) Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents####1,613####578####628 Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of year####20,377####19,799####19,171 Cash, cash equivalents, restricted cash and restricted cash equivalents at end of year##$##21,990##$##20,377##$##19,799 Supplemental Disclosure############ Cash paid for income taxes, net##$##3,433##$##3,741##$##3,012 Interest payments on debt##$##617##$##607##$##643 Accruals related to purchases of property, equipment and technology##$##96##$##56##$##41"}
-{"_id": "V20230917", "title": "V CONSOLIDATED STATEMENTS OF CASH FLOWS", "text": "See accompanying notes, which are an integral part of these consolidated financial statements."}
-{"_id": "V20230918", "title": "V CONSOLIDATED STATEMENTS OF CASH FLOWS", "text": "VISA INC."}
-{"_id": "V20230922", "title": "V Note 1\u2014Summary of Significant Accounting Policies", "text": "Organization. Visa Inc. (Visa or the Company), is a global payments technology company that facilitates global commerce and money movement across more than 200 countries and territories. Visa operates one of the world\u2019s largest electronic payments networks \u2014 VisaNet \u2014 which provides transaction processing services (primarily authorization, clearing and settlement). The Company offers products, solutions and services that facilitate secure, reliable and efficient money movement for participants in the ecosystem. Visa is not a financial institution and does not issue cards, extend credit or set rates and fees for account holders of Visa products. In most cases, account holder and merchant relationships belong to, and are managed by, Visa\u2019s financial institution clients."}
-{"_id": "V20230923", "title": "V Note 1\u2014Summary of Significant Accounting Policies", "text": "Consolidation and basis of presentation. The consolidated financial statements include the accounts of Visa and its consolidated entities and are presented in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The Company consolidates its majority-owned and controlled entities, including variable interest entities (VIEs) for which the Company is the primary beneficiary. The Company\u2019s investments in VIEs have not been material to its consolidated financial statements as of and for the periods presented. Intercompany balances and transactions have been eliminated in consolidation."}
-{"_id": "V20230924", "title": "V Note 1\u2014Summary of Significant Accounting Policies", "text": "During fiscal 2022, economic sanctions were imposed on Russia, impacting Visa and its clients. In March 2022, the Company suspended its operations in Russia and deconsolidated its Russian subsidiary."}
-{"_id": "V20230925", "title": "V Note 1\u2014Summary of Significant Accounting Policies", "text": "The Company\u2019s activities are interrelated, and each activity is dependent upon and supportive of the other. All significant operating decisions are based on analysis of Visa as a single global business. The Company has one reportable segment, Payment Services."}
-{"_id": "V20230926", "title": "V Note 1\u2014Summary of Significant Accounting Policies", "text": "Use of estimates. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates may change as new events occur and additional information is obtained, and will be recognized in the period in which such changes occur. Future actual results could differ materially from these estimates. The use of estimates in specific accounting policies is described further below as appropriate."}
-{"_id": "V20230927", "title": "V Note 1\u2014Summary of Significant Accounting Policies", "text": "Cash, cash equivalents, restricted cash, and restricted cash equivalents. Cash and cash equivalents include cash and certain highly liquid investments with original maturities of 90 days or less from the date of purchase. Cash equivalents are primarily recorded at cost, which approximates fair value due to their generally short maturities. The Company defines restricted cash and restricted cash equivalents as cash and cash equivalents that cannot be withdrawn or used for general operating activities. See Note 4\u2014Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents."}
-{"_id": "V20230928", "title": "V Note 1\u2014Summary of Significant Accounting Policies", "text": "Restricted cash equivalents\u2014U.S. litigation escrow. The Company maintains an escrow account from which monetary liabilities from settlements of, or judgments in, the U.S. covered litigation are paid. See Note 5\u2014U.S. and Europe Retrospective Responsibility Plans and Note 20\u2014Legal Matters for a discussion of the U.S. covered litigation. The escrow funds are held in money market investments, and classified as restricted cash equivalents on the consolidated balance sheets. Interest earned on escrow funds is recognized in investment income (expense) and other on the consolidated statements of operations."}
-{"_id": "V20230929", "title": "V Note 1\u2014Summary of Significant Accounting Policies", "text": "Fair value. The Company measures certain financial assets and liabilities at fair value on a recurring basis. Certain non-financial assets such as goodwill, intangible assets and property, equipment and technology are subject to nonrecurring fair value measurements if they are deemed to be impaired. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are reported under a three-level valuation hierarchy. See Note 6\u2014Fair Value Measurements and Investments."}
-{"_id": "V20230931", "title": "V Note 1\u2014Summary of Significant Accounting Policies", "text": "Marketable equity securities. Marketable equity securities, which are reported in investment securities on the consolidated balance sheets, include investments in publicly traded companies as well as mutual fund investments related to various employee compensation and benefit plans. Interest and dividend income as well as gains and losses, realized and unrealized, from changes in fair value are recognized in investment income (expense) and other on the consolidated statements of operations."}
-{"_id": "V20230932", "title": "V Note 1\u2014Summary of Significant Accounting Policies", "text": "VISA INC."}
-{"_id": "V20230935", "title": "V September 30, 2023", "text": "Trading activity in the mutual fund investments is at the direction of the Company\u2019s employees. These investments are held in a trust and are not considered by the Company to be available for its operational or liquidity needs. The corresponding liability is reported in accrued liabilities on the consolidated balance sheets, with changes in the liability recognized in personnel expense on the consolidated statements of operations."}
-{"_id": "V20230936", "title": "V September 30, 2023", "text": "Available-for-sale debt securities. The Company\u2019s investments in debt securities, which are classified as available-for-sale and reported in investment securities or cash and cash equivalents on the consolidated balance sheets, include U.S. government-sponsored debt securities and U.S. Treasury securities. These securities are recorded at cost at the time of purchase and are carried at fair value. The Company considers these securities to be available-for-sale to meet working capital and liquidity needs. Investments with stated maturities of less than one year from the balance sheet date, or investments that the Company intends to sell within one year, are classified as current assets, while all other securities are classified as non-current assets. Unrealized gains and losses are reported in other comprehensive income (loss). The specific identification method is used to calculate realized gain or loss on the sale of securities, which is recorded in investment income (expense) and other on the consolidated statements of operations. Interest income is recognized when earned and is included in investment income (expense) and other on the consolidated statements of operations."}
-{"_id": "V20230937", "title": "V September 30, 2023", "text": "The Company evaluates its debt securities for impairment on an ongoing basis. When there has been a decline in fair value of a debt security below the amortized cost basis, the Company recognizes an impairment in investment income (expense) and other on the consolidated statements of operations if it has the intent to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis. In addition, if the Company identifies that the decline in fair value has resulted from credit losses, the credit loss component is recognized as an allowance on the consolidated balance sheets and in investment income (expense) and other on the consolidated statements of operations. The non-credit loss component remains in accumulated other comprehensive income (loss) until realized from a sale or subsequent impairment."}
-{"_id": "V20230938", "title": "V September 30, 2023", "text": "Non-marketable equity securities. The Company\u2019s non-marketable equity securities, which are reported in other assets on the consolidated balance sheets, include investments in privately held entities without readily determinable fair values. All gains and losses on non-marketable equity securities are recognized in investment income (expense) and other on the consolidated statements of operations."}
-{"_id": "V20230939", "title": "V September 30, 2023", "text": "The Company applies the equity method of accounting when it does not have control but has the ability to exercise significant influence over the entity. Under the equity method, the Company\u2019s share of each entity\u2019s profit or loss is recognized in investment income (expense) and other on the consolidated statements of operations."}
-{"_id": "V20230940", "title": "V September 30, 2023", "text": "The Company applies the fair value measurement alternative for equity securities in certain other entities when it does not have the ability to exercise significant influence over the entity. The Company adjusts the carrying value of these equity securities to fair value when orderly transactions for identical or similar investments of the same issuer are observable."}
-{"_id": "V20230941", "title": "V September 30, 2023", "text": "The Company regularly reviews investments accounted for under the equity method and the fair value measurement alternative for possible impairment, which generally involves an analysis of the facts and changes in circumstances influencing the investment, expectations of the entity\u2019s cash flows and capital needs, and the viability of its business model."}
-{"_id": "V20230942", "title": "V September 30, 2023", "text": "Financial instruments. The Company considers the following to be financial instruments: cash, cash equivalents, restricted cash, restricted cash equivalents, investment securities, settlement receivable and payable, accounts receivable, customer collateral, non-marketable equity securities and derivative instruments. See Note 6\u2014Fair Value Measurements and Investments."}
-{"_id": "V20230944", "title": "V September 30, 2023", "text": "Settlement receivable and payable. The Company operates systems for authorizing, clearing and settling payment transactions worldwide. Most U.S. dollar settlements with the Company\u2019s financial institution clients are settled within the same day and do not result in a receivable or payable balance. Settlements in currencies other than the U.S. dollar generally remain outstanding for one to two business days, resulting in amounts due from and to clients. These amounts are presented as settlement receivable and settlement payable on the consolidated balance sheets."}
-{"_id": "V20230945", "title": "V September 30, 2023", "text": "VISA INC."}
-{"_id": "V20230948", "title": "V September 30, 2023", "text": "Customer collateral. The Company holds cash deposits and other non-cash assets from certain clients in order to ensure that their performance of settlement obligations arising from Visa payment services are processed in accordance with the Company\u2019s operating rules. The cash collateral assets are restricted and fully offset by corresponding liabilities, and both balances are presented on the consolidated balance sheets. Pledged securities are held by a custodian in accounts under the Company\u2019s name and ownership. The Company does not have the right to repledge these securities, but may sell these securities in the event of default by the client on its settlement obligations. Letters of credit are provided primarily by a client\u2019s financial institutions to serve as irrevocable guarantees of payment. Guarantees are provided primarily by a client\u2019s parent to secure the obligations of its subsidiaries. The Company routinely evaluates the financial viability of institutions providing the letters of credit and guarantees. See Note 12\u2014Settlement Guarantee Management."}
-{"_id": "V20230949", "title": "V September 30, 2023", "text": "Guarantees and indemnifications. The Company recognizes an obligation at inception for guarantees and indemnifications that qualify for recognition, regardless of the probability of occurrence. The Company indemnifies its financial institution clients for settlement losses suffered due to the failure of any other client to fund its settlement obligations in accordance with the Visa operating rules. The Company estimates expected credit losses and recognizes an allowance for those credit losses related to its settlement indemnification obligations. The estimated fair value of the liability for settlement indemnification is included in accrued liabilities on the consolidated balance sheets."}
-{"_id": "V20230950", "title": "V September 30, 2023", "text": "Property, equipment and technology, net. Property, equipment and technology are recorded at historical cost less accumulated depreciation and amortization, which are computed on a straight-line basis over the asset\u2019s estimated useful life. Depreciation and amortization of technology, furniture, fixtures and equipment are computed over estimated useful lives ranging from 2 to 10 years. Leasehold improvements are amortized over the shorter of the useful life of the asset or lease term. Building improvements are depreciated between 3 and 40 years, and buildings are depreciated over 40 years. Improvements that increase functionality of the asset are capitalized and depreciated over the asset\u2019s remaining useful life. Land and construction-in-progress are not depreciated."}
-{"_id": "V20230951", "title": "V September 30, 2023", "text": "Technology includes purchased and internally developed software, including technology assets obtained through acquisitions. Internally developed software represents software primarily used by the VisaNet electronic payments network. Internal and external costs incurred during the preliminary project stage are expensed as incurred. Qualifying costs incurred during the application development stage are capitalized. Once the project is substantially complete and ready for its intended use these costs are amortized on a straight-line basis over the technology\u2019s estimated useful life. Acquired technology assets are initially recorded at fair value and amortized on a straight-line basis over the estimated useful life."}
-{"_id": "V20230952", "title": "V September 30, 2023", "text": "The Company evaluates the recoverability of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If the sum of expected undiscounted net future cash flows is less than the carrying amount of an asset or asset group, an impairment loss is recognized to the extent that the carrying amount of the asset or asset group exceeds its fair value. See Note 7\u2014Property, Equipment and Technology, Net."}
-{"_id": "V20230953", "title": "V September 30, 2023", "text": "Leases. The Company determines if an arrangement is a lease at its inception. Right-of-use (ROU) assets, and corresponding lease liabilities, are recognized at the commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As a majority of the Company\u2019s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. The Company does not record a ROU asset and corresponding liability for leases with terms of 12 months or less."}
-{"_id": "V20230955", "title": "V September 30, 2023", "text": "Lease agreements generally contain lease and non-lease components. Non-lease components primarily include payments for maintenance and utilities. The Company does not combine lease payments with non-lease components for any of its leases. Operating leases are recorded as ROU assets, which are included in other assets on the consolidated balance sheets. The current portion of lease liabilities are included in accrued liabilities and the long-term portion is included in other liabilities on the consolidated balance sheets. The Company\u2019s lease cost is included in general and administrative expense on the consolidated statements of operations and consists of amounts recognized under lease agreements, adjusted for impairment and sublease income."}
-{"_id": "V20230956", "title": "V September 30, 2023", "text": "VISA INC."}
-{"_id": "V20230959", "title": "V September 30, 2023", "text": "Business combinations. The Company accounts for business combinations using the acquisition method and accordingly, the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree are generally recorded at their acquisition date fair values. The excess of the purchase price over the fair value of net assets acquired, including identifiable intangible assets, is recorded as goodwill. Acquisition-related costs are expensed in the periods in which the costs are incurred."}
-{"_id": "V20230960", "title": "V September 30, 2023", "text": "Intangible assets, net and goodwill. The Company records identifiable intangible assets at fair value on the date of acquisition and evaluates the useful life of each asset."}
-{"_id": "V20230961", "title": "V September 30, 2023", "text": "Finite-lived intangible assets primarily consist of customer relationships and trade names obtained through acquisitions. Finite-lived intangible assets are amortized on a straight-line basis and are tested for recoverability if events or changes in circumstances indicate that their carrying amounts may not be recoverable. These intangibles have useful lives ranging from 3 to 15 years."}
-{"_id": "V20230962", "title": "V September 30, 2023", "text": "Indefinite-lived intangible assets consist of trade name, customer relationships and reacquired rights. Intangible assets with indefinite useful lives are not amortized but are evaluated for impairment annually or more frequently if events or changes in circumstances indicate that impairment may exist. The Company first assesses qualitative factors to determine whether it is necessary to perform a quantitative impairment test for indefinite-lived intangible assets. The Company assesses each category of indefinite-lived intangible assets for impairment on an aggregate basis, which may require the allocation of cash flows and/or an estimate of fair value to the assets or asset group. Impairment exists if the fair value of the indefinite-lived intangible asset is less than the carrying value."}
-{"_id": "V20230963", "title": "V September 30, 2023", "text": "Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination. Goodwill is not amortized but is evaluated for impairment at the reporting unit level annually or more frequently if events or changes in circumstances indicate that impairment may exist."}
-{"_id": "V20230964", "title": "V September 30, 2023", "text": "The Company performed its annual impairment review of indefinite-lived intangible assets and goodwill as of February 1, 2023, and concluded there was no impairment as of that date. No recent events or changes in circumstances indicate that impairment existed as of September 30, 2023. See Note 8\u2014Intangible Assets and Goodwill."}
-{"_id": "V20230965", "title": "V September 30, 2023", "text": "Accrued litigation. The Company evaluates the likelihood of an unfavorable outcome in legal or regulatory proceedings to which it is a party and records a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These judgments are subjective and based on a number of factors, including the specifics of such legal or regulatory proceedings, the merits of the Company\u2019s defenses and consultation with internal and external legal counsel. Actual outcomes of these legal and regulatory proceedings may differ materially from the Company\u2019s estimates. The Company expenses legal costs as incurred in professional fees on the consolidated statements of operations. See Note 20\u2014Legal Matters."}
-{"_id": "V20230967", "title": "V September 30, 2023", "text": "Revenue recognition. The Company\u2019s net revenues are comprised principally of the following categories: service revenues, data processing revenues, international transaction revenues and other revenues, reduced by client incentives. As a payments network service provider, the Company\u2019s obligation to the customer is to stand ready to provide continuous access to Visa\u2019s payments network over the contractual term, facilitate the processing of payment transactions, including authorization, clearing and settlement, and deliver related products and services. The Company delivers its payments network services directly to issuers and acquirers, who provide those services to others within the payments network: the merchants and consumers. The Company considers all parties in Visa\u2019s payments network as customers. The Company earns net revenues primarily from issuers and acquirers. Consideration is variable based primarily upon the amount and type of transactions and payments volume on Visa\u2019s products. The transaction price for each specific service is reported net of discounts attributable to individual services or fees. The Company recognizes revenue, net of sales and other similar taxes, as the payments network services are performed in an amount that reflects the consideration the Company expects to receive in exchange for those services. The Company has elected the optional exemption to not disclose the remaining performance obligations related to payments network services and other performance obligations which are constrained by and dependent upon the future performance of its clients, which are variable in nature. The Company also recognizes revenues, net of sales and other similar taxes, from other value added services, including issuing solutions, acceptance solutions, risk and identity solutions, open banking and advisory services, as these value added services are performed."}
-{"_id": "V20230968", "title": "V September 30, 2023", "text": "VISA INC."}
-{"_id": "V20230971", "title": "V September 30, 2023", "text": "Service revenues consist mainly of revenues earned for services provided in support of client usage of Visa payment services. These revenues include fees related to payments volumes. Visa\u2019s obligation is to stand ready to provide continuous access to Visa\u2019s payments network and related services with respect to Visa-branded payments programs. Current quarter service revenues are primarily assessed using a calculation of current quarter\u2019s pricing applied to the prior quarter\u2019s payments volume."}
-{"_id": "V20230972", "title": "V September 30, 2023", "text": "Data processing revenues consist of revenues earned for authorization, clearing, settlement; value added services related to issuing, acceptance, and risk and identity solutions; network access; and other maintenance and support services that facilitate transaction and information processing among the Company\u2019s clients globally. Data processing revenues are recognized in the same period the related transactions occur or services are performed."}
-{"_id": "V20230973", "title": "V September 30, 2023", "text": "International transaction revenues are earned for cross-border transaction processing and currency conversion activities. Cross-border transactions arise when the country of origin of the issuer or financial institution originating the transaction is different from that of the beneficiary. International transaction revenues are recognized in the same period the cross-border transactions occur or services are performed."}
-{"_id": "V20230974", "title": "V September 30, 2023", "text": "Other revenues consist mainly of value added services related to advisory, marketing and certain card benefits; license fees for use of the Visa brand or technology; and fees for account holder services, certification and licensing. Other revenues are recognized in the same period the related transactions occur or services are performed."}
-{"_id": "V20230975", "title": "V September 30, 2023", "text": "Client incentives. The Company enters into long-term contracts with financial institution clients, merchants and other business partners for various programs that provide cash and other incentives designed to increase revenue by growing payments volume, increasing Visa product acceptance, winning merchant routing transactions over to Visa\u2019s network and driving innovation. Incentives are classified as reductions to net revenues within client incentives, unless the incentive is a cash payment made in exchange for a distinct good or service provided by the customer, in which case the payment is classified as operating expense. The Company generally capitalizes upfront and fixed incentive payments as client incentive assets under these agreements when paid and amortizes the amounts as a reduction to revenues ratably over the contractual term. Incentives that are earned by the customer based on performance targets are recorded when earned and disclosed as client incentive liabilities and as reductions to revenues based on management's estimate of each client's future performance. These accruals are regularly reviewed and estimates of performance are adjusted, as appropriate, based on changes in performance expectations, actual client performance, amendments to existing contracts or the execution of new contracts. Client incentive assets and liabilities are classified on the consolidated balance sheets as current or long-term based on a 12-month operating cycle."}
-{"_id": "V20230976", "title": "V September 30, 2023", "text": "Marketing. The Company expenses costs for the production of advertising as incurred. The cost of media advertising is expensed when the advertising takes place. Sponsorship costs are recognized over the period in which the Company benefits from the sponsorship rights. Promotional costs are expensed as incurred, when the related services are received, or when the related event occurs."}
-{"_id": "V20230977", "title": "V September 30, 2023", "text": "Income taxes. The Company\u2019s income tax expense consists of two components: current and deferred. Current income tax expense represents taxes paid or payable for the current period. Deferred tax assets and liabilities are recognized to reflect the future tax consequences attributable to temporary differences between the financial statement carrying amounts and the respective tax basis of existing assets and liabilities, and operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. In assessing whether deferred tax assets are realizable, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. A valuation allowance is recorded for the portions that are not expected to be realized based on the level of historical taxable income, projections of future taxable income over the periods in which the temporary differences are deductible, and qualifying tax planning strategies."}
-{"_id": "V20230979", "title": "V September 30, 2023", "text": "Where interpretation of the tax law may be uncertain, the Company recognizes, measures and discloses income tax uncertainties. The Company accounts for interest expense and penalties related to uncertain tax positions in interest expense and investment income (expense) and other, respectively, on the consolidated statements of operations. The Company files a consolidated federal income tax return and, in certain states, combined state tax returns. The Company elects to claim foreign tax credits in any given year if such election is beneficial to the Company. See Note 19\u2014Income Taxes."}
-{"_id": "V20230980", "title": "V September 30, 2023", "text": "VISA INC."}
-{"_id": "V20230983", "title": "V September 30, 2023", "text": "Foreign currency remeasurement and translation. The Company\u2019s functional currency is the U.S. dollar for the majority of its foreign operations except for Visa Europe Limited (Visa Europe) whose functional currency is the Euro. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. At period end, monetary assets and liabilities are remeasured to the functional currency using exchange rates in effect at the balance sheet dates. Non-monetary assets and liabilities are remeasured at historical exchange rates. Resulting foreign currency transaction gains and losses related to conversion and remeasurement are recorded in general and administrative expense on the consolidated statements of operations and were not material for fiscal 2023, 2022 and 2021."}
-{"_id": "V20230984", "title": "V September 30, 2023", "text": "Where a non-U.S. currency is the functional currency, translation from that functional currency to the U.S. dollar is performed for balance sheet accounts using exchange rates in effect at the balance sheet dates and for revenue and expense accounts using an average exchange rate for the period. Resulting translation adjustments are reported as a component of accumulated other comprehensive income (loss) on the consolidated balance sheets."}
-{"_id": "V20230985", "title": "V September 30, 2023", "text": "Derivative and hedging instruments. The Company uses foreign exchange forward derivative contracts to reduce its exposure to foreign currency rate changes on forecasted non-functional currency denominated operational cash flows. The terms of these derivative contracts designated as cash flow hedges are generally no more than 12 months. The Company uses regression analysis to assess hedge effectiveness prospectively and retrospectively. The effectiveness tests are performed on foreign exchange forward contracts based on changes in the spot rate of the derivative instrument compared to changes in the spot rate of the forecasted hedged transaction."}
-{"_id": "V20230986", "title": "V September 30, 2023", "text": "Derivatives are carried at fair value on a gross basis on the consolidated balance sheets. Gains and losses resulting from changes in the fair value of derivative contracts designated as cash flow hedges are recorded in other comprehensive income (loss). When the forecasted transaction occurs and is recognized in earnings, the amount in accumulated other comprehensive income (loss) related to that hedge is reclassified to the consolidated statements of operations in the corresponding account where revenue or expense is recorded. Forward points are excluded from effectiveness testing purposes and are reported in earnings. Derivatives designated as cash flow hedges are subject to master netting agreements, which provide the Company with a legal right to net settle multiple payable and receivable positions with the same counterparty, in a single currency through a single payment. However, the Company presents fair values on a gross basis on the consolidated balance sheets."}
-{"_id": "V20230987", "title": "V September 30, 2023", "text": "The Company holds foreign exchange forward derivative contracts and other non-derivative financial instruments which were designated as net investment hedges against a portion of the Company\u2019s net investment in Visa Europe. The Company also holds interest rate and cross-currency swap agreements on a portion of the outstanding senior notes that allows the Company to manage its interest rate exposure through a combination of fixed and floating rates and reduce the overall cost of borrowing. The Company designated the interest rate swaps as fair value hedges and the cross-currency swaps as net investment hedges. Gains and losses related to hedging instruments for fair value hedges are recognized in interest expense along with a corresponding loss or gain related to the change in the fair value of the underlying hedged item in the same line item on the consolidated statements of operations. Gains and losses related to hedging instruments for net investment hedges are recorded in other comprehensive income (loss). Amounts excluded from the effectiveness testing of net investment hedges are recognized in earnings."}
-{"_id": "V20230988", "title": "V September 30, 2023", "text": "The Company utilizes foreign exchange forward derivative contracts to hedge against foreign currency exchange rate fluctuations related to certain monetary assets and liabilities denominated in foreign currencies. Gains and losses resulting from changes in the fair value of these derivative instruments not designated for hedge accounting are recorded in general and administrative expense on the consolidated statements of operations."}
-{"_id": "V20230989", "title": "V September 30, 2023", "text": "Cash flows associated with a cash flow hedge are classified as an operating activity on the consolidated statements of cash flows. Cash flows associated with a fair value hedge may be included in operating, investing or financing activities depending on the classification of the items being hedged. Cash flows associated with a net investment hedge are classified as an investing activity. See Note 13\u2014Derivative and Hedging Instruments."}
-{"_id": "V20230991", "title": "V September 30, 2023", "text": "Share-based compensation. The Company measures share-based compensation cost at the grant date, net of estimated forfeitures, based on the estimated fair value of the award. The Company recognizes compensation cost for awards with only service conditions on a straight-line basis over the requisite service period, which is generally the vesting period. Compensation cost for performance-based awards is recognized on a graded-vesting basis. The"}
-{"_id": "V20230992", "title": "V September 30, 2023", "text": "VISA INC."}
-{"_id": "V20230995", "title": "V September 30, 2023", "text": "amount is initially estimated based on target performance and is adjusted as appropriate based on management\u2019s best estimate throughout the performance period. See Note 17\u2014Share-based Compensation."}
-{"_id": "V20230996", "title": "V September 30, 2023", "text": "Earnings per share. The Company calculates earnings per share using the two-class method to reflect the different rights of each class and series of outstanding common stock."}
-{"_id": "V20230997", "title": "V September 30, 2023", "text": "Basic earnings per share is computed by dividing net income available to each class of shares by the weighted-average number of shares of common stock and participating securities outstanding during the period. Participating securities include the Company\u2019s series A, B and C preferred stock and restricted stock units (RSUs) that contain non-forfeitable rights to dividends or dividend equivalents. Net income is allocated to each class of common stock and participating securities based on its proportional ownership on an as-converted basis. The weighted-average number of shares outstanding of each class of common stock reflects changes in ownership over the periods presented. See Note 15\u2014Stockholders\u2019 Equity."}
-{"_id": "V20230998", "title": "V September 30, 2023", "text": "Diluted earnings per share is computed by dividing net income available to each class of shares by the weighted-average number of shares of common stock outstanding, participating securities outstanding and, if dilutive, potential class A common stock equivalent shares outstanding during the period. Dilutive class A common stock equivalents may consist of: (1) shares of class A common stock issuable upon the conversion of series A, B and C preferred stock and class B and C common stock based on the conversion rates in effect through the period, and (2) incremental shares of class A common stock calculated by applying the treasury stock method to the assumed exercise of employee stock options, the assumed purchase of stock under the Company\u2019s Employee Stock Purchase Plan and the assumed vesting of unearned performance shares. See Note 16\u2014Earnings Per Share."}
-{"_id": "V20230999", "title": "V September 30, 2023", "text": "Recently Adopted Accounting Pronouncement. In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-04, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued because of reference rate reform. Subsequently, the FASB also issued amendments to this standard. The amendments in the ASU are effective upon issuance through December 31, 2024. During fiscal 2023, the Company adopted certain optional expedients provided in this ASU in relation to contract modifications and hedge accounting. The adoption did not have a material impact on the consolidated financial statements."}
-{"_id": "V20231002", "title": "V Pending Acquisition", "text": "In June 2023, Visa entered into a definitive agreement to acquire Pismo Holdings, a cloud-native issuer processing and core banking platform with operations in Latin America, Asia Pacific and Europe, for $1.0 billion in cash. This acquisition is subject to customary closing conditions, including applicable regulatory reviews and approvals."}
-{"_id": "V20231004", "title": "V Fiscal 2022 Acquisitions", "text": "Currencycloud. In December 2021, Visa acquired The Currency Cloud Group Limited (Currencycloud), a global platform that enables financial institutions and fintechs to provide innovative cross-border foreign exchange solutions, for a total purchase consideration of $893 million (which includes the fair value of Visa\u2019s previously held equity interest in Currencycloud). The Company allocated $150 million of the purchase consideration to technology, customer relationships, other net assets acquired and deferred tax liabilities and the remaining $743 million to goodwill."}
-{"_id": "V20231006", "title": "V Fiscal 2022 Acquisitions", "text": "Tink. In March 2022, Visa acquired 100% of the share capital of Tink AB (Tink) for $1.9 billion in cash. Tink is an open banking platform that enables financial institutions, fintechs and merchants to build financial products and services and move money. The acquisition is expected to help accelerate the adoption of open banking around the world by providing a secure, reliable platform for innovation."}
-{"_id": "V20231007", "title": "V Fiscal 2022 Acquisitions", "text": "VISA INC."}
-{"_id": "V20231018", "title": "V September 30, 2023", "text": "The following table summarizes the final purchase price allocation for Tink: ####Purchase Price Allocation##Weighted-Average Useful Life ####(in millions)##(in years) Technology##$##245##4 Customer relationships####90##6 Deferred tax liabilities####(71)## Other net assets acquired (liabilities assumed)####25## Goodwill####1,577## Total##$##1,866##5"}
-{"_id": "V20231019", "title": "V September 30, 2023", "text": "Goodwill is primarily attributable to synergies expected to be achieved from the acquisition and the assembled workforce. The goodwill recognized is not deductible for tax purposes."}
-{"_id": "V20231036", "title": "V Note 3\u2014Revenues", "text": "The nature, amount, timing and uncertainty of the Company\u2019s revenues and cash flows and how they are affected by economic factors are most appropriately depicted through the Company\u2019s revenue categories and geographical markets. The following tables disaggregate the Company\u2019s net revenues by revenue category and by geography: ####For the Years Ended September 30,#### ####2023####2022 ########(in millions) Service revenues##$##14,826##$##13,361 Data processing revenues####16,007####14,438 International transaction revenues####11,638####9,815 Other revenues####2,479####1,991 Client incentives####(12,297)####(10,295) Net revenues##$##32,653##$##29,310 ########For the Years Ended September 30,#### ####2023####2022####2021 ########(in millions)#### U.S.##$##14,138##$##12,851##$##11,160 International####18,515####16,459####12,945 Net revenues##$##32,653##$##29,310##$##24,105"}
-{"_id": "V20231038", "title": "V Note 3\u2014Revenues", "text": "Remaining performance obligations are comprised of deferred revenues and contract revenues that will be invoiced and recognized as revenues in future periods primarily related to value added services. As of September 30, 2023, the remaining performance obligations were $2.9 billion. The Company expects approximately half to be recognized as revenue in the next two years and the remaining thereafter. However, the amount and timing of revenue recognition is affected by several factors, including contract modifications and terminations, which could impact the estimate of amounts allocated to remaining performance obligations and when such revenues could be recognized."}
-{"_id": "V20231039", "title": "V Note 3\u2014Revenues", "text": "VISA INC."}
-{"_id": "V20231052", "title": "V Note 4\u2014Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents", "text": "The Company reconciles cash, cash equivalents, restricted cash and restricted cash equivalents reported on the consolidated balance sheets that aggregate to the beginning and ending balances shown in the consolidated statements of cash flows as follows: ######September 30,#### ####2023######2022 ######(in millions)#### Cash and cash equivalents##$##16,286####$##15,689 Restricted cash and restricted cash equivalents:########## U.S. litigation escrow####1,764######1,449 Customer collateral####3,005######2,342 Prepaid expenses and other current assets####935######897 Cash, cash equivalents, restricted cash and restricted cash equivalents##$##21,990####$##20,377"}
-{"_id": "V20231053", "title": "V Note 4\u2014Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents", "text": "Prepaid expenses and other current assets include restricted cash and restricted cash equivalents related to funds held by the Company on behalf of clients in segregated bank accounts that generally cannot be withdrawn or used for general operating activities. These amounts are fully offset by corresponding liabilities recorded in accrued liabilities on the Company\u2019s consolidated balance sheets."}
-{"_id": "V20231056", "title": "V U.S. Retrospective Responsibility Plan", "text": "The Company has established several related mechanisms designed to address potential liability under certain litigation (U.S. covered litigation). These mechanisms are included in and referred to as the U.S. retrospective responsibility plan and consist of a U.S. litigation escrow agreement, the conversion feature of the Company\u2019s shares of class B common stock, the indemnification obligations of the Visa U.S.A. Inc. (Visa U.S.A.) members, an interchange judgment sharing agreement, a loss sharing agreement and an omnibus agreement, as amended."}
-{"_id": "V20231060", "title": "V U.S. Retrospective Responsibility Plan", "text": "U.S. covered litigation consists of a number of matters that have been settled or otherwise fully or substantially resolved, as well as the following: \u2022the Interchange Multidistrict Litigation. In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, 1:05-md-01720-JG-JO (E.D.N.Y.) or MDL 1720, including all cases currently included in MDL 1720, any other case that includes claims for damages relating to the period prior to the Company\u2019s initial public offering (IPO) that has been or is transferred for coordinated or consolidated pre-trial proceedings at any time to MDL 1720 by the Judicial Panel on Multidistrict Litigation or otherwise included at any time in MDL 1720 by order of any court of competent jurisdiction; \u2022any claim that challenges the reorganization or the consummation thereof; provided that such claim is transferred for coordinated or consolidated pre-trial proceedings at any time to MDL 1720 by the Judicial Panel on Multidistrict Litigation or otherwise included at any time in MDL 1720 by order of any court of competent jurisdiction; and \u2022any case brought after October 22, 2015 by a merchant that opted out of the Rule 23(b)(3) settlement class in MDL 1720 that arises out of facts or circumstances substantially similar to those alleged in MDL 1720 and that is not transferred to or otherwise included in MDL 1720. See Note 20\u2014Legal Matters."}
-{"_id": "V20231062", "title": "V U.S. Retrospective Responsibility Plan", "text": "U.S. litigation escrow agreement. In accordance with the U.S. litigation escrow agreement, the Company maintains an escrow account, from which settlements of, or judgments in, the U.S. covered litigation are paid. The amount of the escrow is determined by the board of directors and the Company\u2019s litigation committee, all members of which are affiliated with, or act for, certain Visa U.S.A. members. The accrual related to the U.S. covered litigation could be either higher or lower than the U.S. litigation escrow account balance. See Note 20\u2014Legal Matters."}
-{"_id": "V20231063", "title": "V U.S. Retrospective Responsibility Plan", "text": "VISA INC."}
-{"_id": "V20231073", "title": "V September 30, 2023", "text": "The following table presents the changes in the restricted cash equivalents\u2014U.S. litigation escrow account: ######For the Years Ended  September 30,#### ####2023######2022 ######(in millions)#### Balance as of beginning of period##$##1,449####$##894 Deposits into the U.S. litigation escrow account####1,000######850 Payments to opt-out merchants(1), net of interest earned on escrow funds####(685)######(295) Balance as of end of period##$##1,764####$##1,449"}
-{"_id": "V20231074", "title": "V September 30, 2023", "text": "(1)These payments are associated with the interchange multidistrict litigation. See Note 20\u2014Legal Matters."}
-{"_id": "V20231075", "title": "V September 30, 2023", "text": "Conversion feature. Under the terms of the plan, when the Company funds the U.S. litigation escrow account, the value of the Company\u2019s class B common stock is subject to dilution through a downward adjustment to the rate at which shares of class B common stock ultimately convert into shares of class A common stock. This has the same economic effect on earnings per share as repurchasing the Company\u2019s class A common stock, because it reduces the class B conversion rate and consequently the as-converted class A common stock share count with each deposit amount. See Note 15\u2014Stockholders\u2019 Equity."}
-{"_id": "V20231076", "title": "V September 30, 2023", "text": "Indemnification obligations. To the extent that amounts available under the U.S. litigation escrow arrangement and other agreements in the plan are insufficient to fully resolve the U.S. covered litigation, the Company will use commercially reasonable efforts to enforce the indemnification obligations of Visa U.S.A.\u2019s members for such excess amounts, including but not limited to enforcing indemnification obligations pursuant to Visa U.S.A.\u2019s certificate of incorporation and bylaws and in accordance with their membership agreements."}
-{"_id": "V20231077", "title": "V September 30, 2023", "text": "Interchange judgment sharing agreement. Visa U.S.A. and Visa International Service Association (Visa International) have entered into an interchange judgment sharing agreement with certain Visa U.S.A. members that have been named as defendants in the interchange multidistrict litigation, which is described in Note 20\u2014Legal Matters. Under this judgment sharing agreement, Visa U.S.A. members that are signatories will pay their membership proportion of the amount of a final judgment not allocated to the conduct of Mastercard."}
-{"_id": "V20231078", "title": "V September 30, 2023", "text": "Loss sharing agreement. Visa has entered into a loss sharing agreement with Visa U.S.A., Visa International and certain Visa U.S.A. members. The loss sharing agreement provides for the indemnification of Visa U.S.A., Visa International and, in certain circumstances, Visa with respect to: (i) the amount of a final judgment paid by Visa U.S.A. or Visa International in the U.S. covered litigation after the operation of the U.S. litigation escrow arrangement, conversion feature of the Company\u2019s class B common stock and interchange judgment sharing agreement, plus any amounts reimbursable to the interchange judgment sharing agreement signatories; or (ii) the damages portion of a settlement of a U.S. covered litigation that is approved as required under Visa U.S.A.\u2019s certificate of incorporation by the vote of Visa U.S.A.\u2019s specified voting members. The several obligation of each bank that is a party to the loss sharing agreement will equal the amount of any final judgment enforceable against Visa U.S.A., Visa International or any other signatory to the interchange judgment sharing agreement, or the amount of any approved settlement of a U.S. covered litigation, multiplied by such bank\u2019s then-current membership proportion as calculated in accordance with Visa U.S.A.\u2019s certificate of incorporation."}
-{"_id": "V20231079", "title": "V September 30, 2023", "text": "On October 22, 2015, Visa entered into an amendment to the loss sharing agreement. The amendment includes within the scope of U.S. covered litigation any action brought after the amendment by an opt-out from the Rule 23(b)(3) Settlement Class in MDL 1720 that arises out of facts or circumstances substantially similar to those alleged in MDL 1720 and that is not transferred to or otherwise included in MDL 1720. On the same date, Visa entered into amendments to the interchange judgment sharing agreement and omnibus agreement that include any such action within the scope of those agreements as well."}
-{"_id": "V20231081", "title": "V September 30, 2023", "text": "Omnibus agreement. Visa entered into an omnibus agreement with Mastercard and certain Visa U.S.A. members that confirmed and memorialized the signatories\u2019 intentions with respect to the loss sharing agreement, the interchange judgment sharing agreement and other agreements relating to the interchange multidistrict litigation, see Note 20\u2014Legal Matters. Under the omnibus agreement, the monetary portion of any settlement of the interchange multidistrict litigation covered by the omnibus agreement would be divided into a Mastercard portion at 33.3333% and a Visa portion at 66.6667%. In addition, the monetary portion of any judgment assigned to Visa-"}
-{"_id": "V20231082", "title": "V September 30, 2023", "text": "VISA INC."}
-{"_id": "V20231085", "title": "V September 30, 2023", "text": "related claims in accordance with the omnibus agreement would be treated as a Visa portion. Visa would have no liability for the monetary portion of any judgment assigned to Mastercard-related claims in accordance with the omnibus agreement, and if a judgment is not assigned to Visa-related claims or Mastercard-related claims in accordance with the omnibus agreement, then any monetary liability would be divided into a Mastercard portion at 33.3333% and a Visa portion at 66.6667%. The Visa portion of a settlement or judgment covered by the omnibus agreement would be allocated in accordance with specified provisions of the Company\u2019s U.S. retrospective responsibility plan. The litigation provision on the consolidated statements of operations was not impacted by the execution of the omnibus agreement."}
-{"_id": "V20231086", "title": "V September 30, 2023", "text": "On August 26, 2014, Visa entered into an amendment to the omnibus agreement. The omnibus amendment makes applicable to certain settlements in opt-out cases in the interchange multidistrict litigation the settlement-sharing provisions of the omnibus agreement, pursuant to which the monetary portion of any settlement of the interchange multidistrict litigation covered by the omnibus agreement would be divided into a Mastercard portion at 33.3333% and a Visa portion at 66.6667%. The omnibus amendment also provides that in the event of termination of the class settlement agreement, Visa and Mastercard would make mutually acceptable arrangements so that Visa shall have received two-thirds and Mastercard shall have received one-third of the total of (i) the sums paid to defendants as a result of the termination of the settlement agreement and (ii) the takedown payments previously made to defendants."}
-{"_id": "V20231088", "title": "V Europe Retrospective Responsibility Plan", "text": "UK loss sharing agreement. The Company has entered into a loss sharing agreement with Visa Europe and certain of Visa Europe\u2019s member financial institutions located in the United Kingdom (UK LSA members). Each of the UK LSA members has agreed, on a several and not joint basis, to compensate the Company for certain losses which may be incurred by the Company, Visa Europe or their affiliates as a result of certain existing and potential litigation relating to the setting and implementation of domestic multilateral interchange fee rates in the United Kingdom prior to the closing of the Visa Europe acquisition (Closing), subject to the terms and conditions set forth therein and, with respect to each UK LSA member, up to a maximum amount of the up-front cash consideration received by such UK LSA member. The UK LSA members\u2019 obligations under the UK loss sharing agreement are conditional upon, among other things, either (a) losses valued in excess of the sterling equivalent on June 21, 2016 of \u20ac1.0 billion having arisen in UK covered claims (and such losses having reduced the conversion rate of the series B preferred stock accordingly), or (b) the conversion rate of the series B preferred stock having been reduced to zero pursuant to losses arising in claims relating to multilateral interchange fee rate setting in the Visa Europe territory."}
-{"_id": "V20231089", "title": "V Europe Retrospective Responsibility Plan", "text": "Litigation management deed. The Company has entered into a litigation management deed with Visa Europe which sets forth the agreed upon procedures for the management of the VE territory covered litigation, the allocation of losses resulting from this litigation (VE territory covered losses) between the series B and C preferred stock, and any accelerated conversion or reduction in the conversion rate of the shares of series B and C preferred stock. The litigation management deed applies only to VE territory covered litigation (and resultant losses and liabilities). The litigation management deed provides that the Company will generally control the conduct of the VE territory covered litigation, subject to certain obligations to report and consult with the litigation management committee for VE territory covered litigation (VE Territory Litigation Management Committee). The VE Territory Litigation Management Committee, which is composed of representatives of certain Visa Europe members, has also been granted consent rights to approve certain material decisions in relation to the VE territory covered litigation."}
-{"_id": "V20231090", "title": "V Europe Retrospective Responsibility Plan", "text": "The Company obtained certain protections for VE territory covered losses through the series B and C preferred stock, the UK loss sharing agreement, and the litigation management deed, (collectively Europe retrospective responsibility plan). The plan covers VE territory covered litigation (and resultant liabilities and losses) relating to the covered period, which generally refers to the period before the Closing. Visa\u2019s protection from the plan is further limited to 70% of any liabilities where the claim relates to inter-regional multilateral interchange fee rates where the issuer is located outside the Visa Europe territory, and the merchant is located within the Visa Europe territory. The plan does not protect the Company in Europe against all types of litigation or remedies or fines imposed in competition law enforcement proceedings, only the interchange litigation specifically covered by the plan\u2019s terms."}
-{"_id": "V20231092", "title": "V Europe Retrospective Responsibility Plan", "text": "Unlike the U.S. retrospective responsibility plan, the Europe retrospective responsibility plan does not have an escrow account that is used to fund settlements or judgments. The Company is entitled to recover VE territory covered losses through periodic adjustments to the class A common stock conversion rates applicable to the series B and C preferred stock. The total amount of protection available through the preferred stock component of the"}
-{"_id": "V20231093", "title": "V Europe Retrospective Responsibility Plan", "text": "VISA INC."}
-{"_id": "V20231096", "title": "V September 30, 2023", "text": "Europe retrospective responsibility plan is equivalent to the as-converted value of the preferred stock, which can be calculated at any point in time as the product of: (a) the outstanding number of shares of preferred stock; (b) the current conversion rate applicable to each class of preferred stock; and (c) Visa\u2019s class A common stock price. This amount differs from the value of the preferred stock recorded within stockholders\u2019 equity on the Company\u2019s consolidated balance sheets. The book value of the preferred stock reflects its historical value recorded at the Closing less VE territory covered losses recovered through a reduction of the applicable conversion rate. The book value does not reflect changes in the underlying class A common stock price subsequent to the Closing."}
-{"_id": "V20231097", "title": "V September 30, 2023", "text": "Visa Inc. net income is not impacted by VE territory covered losses as long as the as-converted value of the preferred stock is greater than the covered loss. VE territory covered losses are recorded when the loss is deemed to be probable and reasonably estimable, or in the case of attorney\u2019s fees, when incurred. Concurrently, the Company records a reduction to stockholders\u2019 equity, which represents the Company\u2019s right to recover such losses through adjustments to the conversion rate applicable to the preferred stock. The reduction to stockholders\u2019 equity is recorded in the contra-equity account right to recover for covered losses."}
-{"_id": "V20231098", "title": "V September 30, 2023", "text": "VE territory covered losses may be recorded before the corresponding adjustment to the applicable conversion rate is effected. Adjustments to the conversion rate may be executed once in any six-month period unless a single, individual loss greater than \u20ac20 million is incurred, in which case, the six-month limitation does not apply. When the adjustment to the conversion rate is made, the amount previously recorded in right to recover for covered losses is then recorded against the book value of the preferred stock within stockholders\u2019 equity."}
-{"_id": "V20231099", "title": "V September 30, 2023", "text": "As required by the litigation management deed, on June 21, 2022, the sixth anniversary of the Visa Europe acquisition, Visa, in consultation with the VE Territory Litigation Management Committee, carried out a release assessment. After the completion of this assessment, the Company released $3.5 billion of the as-converted value from its series B and C preferred stock and issued 176,655 shares of series A preferred stock on July 29, 2022 (Sixth Anniversary Release). Each holder of a share of series B and C preferred stock received a number of series A preferred stock equal to the applicable conversion adjustment divided by 100. The Company paid $3 million in cash in lieu of issuing fractional shares of series A preferred stock. See Note 15\u2014Stockholders\u2019 Equity."}
-{"_id": "V20231115", "title": "V September 30, 2023", "text": "The following table presents the activities related to VE territory covered losses in preferred stock and right to recover for covered losses within stockholders\u2019 equity: ######Preferred Stock#### ####Series B######Series C ##########(in millions) Balance as of September 30, 2022##$##460####$##812 VE territory covered losses incurred(1)####\u2014######\u2014 Recovery through conversion rate adjustment(2)####(19)######(11) Balance as of September 30, 2023##$##441####$##801 ######Preferred Stock#### ####Series B######Series C ##########(in millions) Balance as of September 30, 2021##$##1,071####$##1,523 VE territory covered losses incurred(1)####\u2014######\u2014 Recovery through conversion rate adjustment####(135)######(6) Sixth Anniversary Release####(476)######(705) Balance as of September 30, 2022##$##460####$##812"}
-{"_id": "V20231116", "title": "V September 30, 2023", "text": "(1)VE territory covered losses incurred reflect settlements with merchants and additional legal costs. See Note 20\u2014Legal Matters."}
-{"_id": "V20231118", "title": "V September 30, 2023", "text": "(2)Adjustment to right to recover for covered losses for the conversion rate adjustment differs from the actual recovered amount due to differences in foreign exchange rates between the time the losses were incurred and the subsequent recovery through the conversion rate adjustment."}
-{"_id": "V20231119", "title": "V September 30, 2023", "text": "VISA INC."}
-{"_id": "V20231131", "title": "V September 30, 2023", "text": "The following table presents the as-converted value of the preferred stock available to recover VE territory covered losses compared to the book value of preferred stock recorded in stockholders\u2019 equity within the Company\u2019s consolidated balance sheets: ############September 30,########## ######2023############2022#### ####As-converted Value of Preferred Stock(1),(2)######Book Value of Preferred Stock(1)######As-converted Value of Preferred Stock(1),(3)######Book Value of Preferred Stock(1) ############(in millions)########## Series B preferred stock##$##1,676####$##441####$##1,309####$##460 Series C preferred stock####2,635######801######2,044######812 Total####4,311######1,242######3,353######1,272 Less: right to recover for covered losses####(140)######(140)######(35)######(35) Total recovery for covered losses available##$##4,171####$##1,102####$##3,318####$##1,237"}
-{"_id": "V20231132", "title": "V September 30, 2023", "text": "(1)Figures in the table may not recalculate exactly due to rounding. As-converted and book values are based on unrounded numbers."}
-{"_id": "V20231133", "title": "V September 30, 2023", "text": "(2)As of September 30, 2023, the as-converted value of preferred stock is calculated as the product of: (a) 2 million and 3 million shares of the series B and C preferred stock outstanding, respectively; (b) 2.937 and 3.629, the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $230.01, Visa\u2019s class A common stock closing stock price."}
-{"_id": "V20231135", "title": "V September 30, 2023", "text": "(3)As of September 30, 2022, the as-converted value of preferred stock is calculated as the product of: (a) 2 million and 3 million shares of the series B and C preferred stock outstanding, respectively; (b) 2.971 and 3.645, the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $177.65, Visa\u2019s class A common stock closing stock price."}
-{"_id": "V20231136", "title": "V September 30, 2023", "text": "VISA INC."}
-{"_id": "V20231162", "title": "V Note 6\u2014Fair Value Measurements and Investments", "text": "Assets and Liabilities Measured at Fair Value on a Recurring Basis ############Fair Value Measurements as of September 30 Using Inputs Considered as########## ######Level 1############Level 2#### ####2023######2022######2023######2022 ############(in millions)########## Assets###################### Cash equivalents and restricted cash equivalents:###################### Money market funds##$##13,504####$##11,736####$##\u2014####$##\u2014 U.S. Treasury securities####301######799######\u2014######\u2014 Investment securities:###################### Marketable equity securities####339######437######\u2014######\u2014 U.S. government-sponsored debt securities####\u2014######\u2014######1,108######457 U.S. Treasury securities####4,316######4,005######\u2014######\u2014 Other current and non-current assets:###################### Money market funds####23######22######\u2014######\u2014 Derivative instruments####\u2014######\u2014######293######1,131 Total##$##18,483####$##16,999####$##1,401####$##1,588 Liabilities###################### Accrued compensation and benefits:###################### Deferred compensation liability##$##175####$##146####$##\u2014####$##\u2014 Accrued and other liabilities:###################### Derivative instruments####\u2014######\u2014######396######418 Total##$##175####$##146####$##396####$##418"}
-{"_id": "V20231163", "title": "V Note 6\u2014Fair Value Measurements and Investments", "text": "Level 1 assets and liabilities. Money market funds, U.S. Treasury securities and marketable equity securities are classified as Level 1 within the fair value hierarchy, as fair value is based on unadjusted quoted prices in active markets for identical assets. The Company\u2019s deferred compensation liability is measured at fair value based on marketable equity securities held under the deferred compensation plan."}
-{"_id": "V20231164", "title": "V Note 6\u2014Fair Value Measurements and Investments", "text": "Level 2 assets and liabilities. The fair value of U.S. government-sponsored debt securities, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets. Derivative instruments are valued using inputs that are observable in the market or can be derived principally from or corroborated by observable market data."}
-{"_id": "V20231174", "title": "V U.S. Government-sponsored Debt Securities and U.S. Treasury Securities", "text": "The amortized cost, unrealized gains and losses and fair value of debt securities were as follows: ##########September 30, 2023#### ####Amortized Cost######Gross Unrealized#### ########Gains######Losses ##########(in millions)#### U.S. government-sponsored debt securities##$##1,109##$##1####$##(2) U.S. Treasury securities####4,697####\u2014######(80) Total##$##5,806##$##1####$##(82)"}
-{"_id": "V20231175", "title": "V U.S. Government-sponsored Debt Securities and U.S. Treasury Securities", "text": "VISA INC."}
-{"_id": "V20231184", "title": "V September 30, 2023", "text": " ##########September 30, 2022#### ####Amortized Cost######Gross Unrealized#### ########Gains######Losses ##########(in millions)#### U.S. government-sponsored debt securities##$##458##$##\u2014####$##(1) U.S. Treasury securities####4,937####\u2014######(133) Total##$##5,395##$##\u2014####$##(134)"}
-{"_id": "V20231199", "title": "V September 30, 2023", "text": "Debt securities with unrealized losses for less than 12 months and 12 months or greater were as follows: ############September 30, 2023########## ######Less Than 12 Months############12 Months or Greater#### ####Fair Value######Gross Unrealized Losses######Fair Value######Gross Unrealized Losses ############(in millions)########## U.S. government-sponsored debt securities##$##412####$##(2)####$##50####$##\u2014 U.S. Treasury securities####1,360######(12)######2,128######(68) Total##$##1,772####$##(14)####$##2,178####$##(68) ######September 30, 2022#### ######Less Than 12 Months#### ####Fair Value######Gross Unrealized Losses ######(in millions)#### U.S. government-sponsored debt securities##$##408####$##(1) U.S. Treasury securities####3,507######(133) Total##$##3,915####$##(134)"}
-{"_id": "V20231200", "title": "V September 30, 2023", "text": "The unrealized losses were primarily attributable to changes in interest rates."}
-{"_id": "V20231206", "title": "V September 30, 2023", "text": "The stated maturities of debt securities were as follows: ####September 30, 2023 ####(in millions) Due within one year##$##3,804 Due after one year through five years####1,921 Total##$##5,725"}
-{"_id": "V20231209", "title": "V Equity Securities", "text": "The Company\u2019s non-marketable equity securities include investments in privately held companies without readily determinable fair values. These investments are measured at fair value on a non-recurring basis and are classified as Level 3 due to the absence of quoted market prices, the inherent lack of liquidity and the fact that significant inputs used to measure fair value are unobservable and require management\u2019s judgment."}
-{"_id": "V20231210", "title": "V Equity Securities", "text": "VISA INC."}
-{"_id": "V20231220", "title": "V September 30, 2023", "text": "The following table summarizes the total carrying value of the Company\u2019s non-marketable equity securities that were accounted for using the fair value measurement alternative and held as of September 30, 2023, including cumulative unrealized gains and losses: ####September 30, 2023 ####(in millions) Initial cost basis##$##719 Adjustments:#### Upward adjustments####899 Downward adjustments (including impairment)####(445) Carrying amount##$##1,173"}
-{"_id": "V20231226", "title": "V September 30, 2023", "text": "Unrealized gains and losses recognized during fiscal 2023 and 2022 that were included in the carrying value of the Company\u2019s non-marketable equity securities accounted for using the fair value measurement alternative and still held as of September 30, 2023 and 2022, respectively, were as follows: ######For the Years Ended September 30,#### ####2023######2022 ######(in millions)#### Upward adjustments##$##94####$##231 Downward adjustments (including impairment)##$##(99)####$##(341)"}
-{"_id": "V20231236", "title": "V Investment Income (Expense)", "text": "Investment income (expense) consisted of the following: ########For the Years Ended September 30,#### ####2023####2022####2021 ########(in millions)#### Interest and dividend income on cash and investments##$##745##$##69##$##(16) Equity securities:############ Unrealized gains (losses), net####(84)####(364)####721 Realized gains (losses), net####2####68####26 Investment income (expense)##$##663##$##(227)##$##731"}
-{"_id": "V20231238", "title": "V Other Fair Value Disclosures", "text": "Debt. Debt instruments are measured at amortized cost on the Company\u2019s consolidated balance sheets. The fair value of the debt instruments, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets. If measured at fair value in the financial statements, these instruments would be classified as Level 2 in the fair value hierarchy. As of September 30, 2023, the carrying value and estimated fair value of debt was $20.5 billion and $17.7 billion, respectively. As of September 30, 2022, the carrying value and estimated fair value of debt was $22.5 billion and $19.9 billion, respectively."}
-{"_id": "V20231240", "title": "V Other Fair Value Disclosures", "text": "Other financial instruments not measured at fair value. As of September 30, 2023, the carrying values of settlement receivable and payable and customer collateral are an approximate fair value due to their generally short maturities. If measured at fair value in the financial statements, these financial instruments would be classified as Level 2 in the fair value hierarchy."}
-{"_id": "V20231241", "title": "V Other Fair Value Disclosures", "text": "VISA INC."}
-{"_id": "V20231256", "title": "V Note 7\u2014Property, Equipment and Technology, Net", "text": "Property, equipment and technology, net, consisted of the following: ######September 30,#### ####2023######2022 ######(in millions)#### Land##$##71####$##72 Buildings and building improvements####1,022######1,003 Furniture, equipment and leasehold improvements####2,146######2,230 Construction-in-progress####344######285 Technology####5,197######5,291 Total property, equipment and technology####8,780######8,881 Accumulated depreciation and amortization####(5,355)######(5,658) Property, equipment and technology, net##$##3,425####$##3,223"}
-{"_id": "V20231257", "title": "V Note 7\u2014Property, Equipment and Technology, Net", "text": "As of September 30, 2023 and 2022, accumulated amortization for technology was $3.4 billion and $3.7 billion, respectively."}
-{"_id": "V20231262", "title": "V Note 7\u2014Property, Equipment and Technology, Net", "text": "As of September 30, 2023, estimated future amortization expense on technology was as follows: ################For the Years Ending September 30,############ ####2024####2025####2026####2027####2028####Thereafter####Total ################(in millions)############ Estimated future amortization expense##$##605##$##505##$##341##$##197##$##84##$##25##$##1,757"}
-{"_id": "V20231264", "title": "V Note 7\u2014Property, Equipment and Technology, Net", "text": "For fiscal 2023, 2022 and 2021, depreciation and amortization expense related to property, equipment and technology was $867 million, $771 million and $721 million, respectively."}
-{"_id": "V20231265", "title": "V Note 7\u2014Property, Equipment and Technology, Net", "text": "VISA INC."}
-{"_id": "V20231284", "title": "V Note 8\u2014Intangible Assets and Goodwill", "text": "Indefinite-lived and finite-lived intangible assets consisted of the following: ##############September 30,############ ########2023##############2022#### ####Gross####Accumulated Amortization####Net######Gross####Accumulated Amortization####Net ##############(in millions)############ Finite-lived intangible assets:########################## Customer relationships##$##829##$##(572)##$##257####$##836##$##(513)##$##323 Trade names####195####(172)####23######195####(159)####36 Reseller relationships####95####(95)####\u2014######95####(95)####\u2014 Other####16####(16)####\u2014######16####(16)####\u2014 Total finite-lived intangible assets####1,135####(855)####280######1,142####(783)####359 Indefinite-lived intangible assets:########################## Customer relationships and reacquired rights####21,740####\u2014####21,740######20,622####\u2014####20,622 Visa trade name####4,084####\u2014####4,084######4,084####\u2014####4,084 Total indefinite-lived intangible assets####25,824####\u2014####25,824######24,706####\u2014####24,706 Total intangible assets##$##26,959##$##(855)##$##26,104####$##25,848##$##(783)##$##25,065"}
-{"_id": "V20231285", "title": "V Note 8\u2014Intangible Assets and Goodwill", "text": "For fiscal 2023, 2022 and 2021, amortization expense related to finite-lived intangible assets was $76 million, $90 million and $83 million, respectively."}
-{"_id": "V20231290", "title": "V Note 8\u2014Intangible Assets and Goodwill", "text": "As of September 30, 2023, estimated future amortization expense on finite-lived intangible assets was as follows: ################For the Years Ending September 30,############ ####2024####2025####2026####2027####2028####Thereafter####Total ################(in millions)############ Estimated future amortization expense##$##73##$##57##$##42##$##40##$##23##$##45##$##280"}
-{"_id": "V20231298", "title": "V Note 8\u2014Intangible Assets and Goodwill", "text": "The changes in goodwill were as follows: ######For the Years Ended  September 30,#### ####2023######2022 ######(in millions)#### Balance as of beginning of period##$##17,787####$##15,958 Goodwill from acquisitions, net of adjustments####\u2014######2,320 Foreign currency translation####210######(491) Balance as of end of period##$##17,997####$##17,787"}
-{"_id": "V20231300", "title": "V Note 9\u2014Leases", "text": "The Company entered into various operating lease agreements primarily for real estate. The Company's leases have original lease periods expiring between fiscal 2024 and 2035. For certain leases the Company has options to extend the lease term for up to five years. Payments under the Company\u2019s lease arrangements are generally fixed."}
-{"_id": "V20231302", "title": "V Note 9\u2014Leases", "text": "As of September 30, 2023 and 2022, ROU assets included in other assets on the consolidated balance sheets was $488 million and $480 million, respectively. As of September 30, 2023 and 2022, the current portion of lease"}
-{"_id": "V20231303", "title": "V Note 9\u2014Leases", "text": "VISA INC."}
-{"_id": "V20231306", "title": "V September 30, 2023", "text": "liabilities included in accrued liabilities on the consolidated balance sheets was $106 million and $98 million, respectively, and the long-term portion included in other liabilities was $412 million and $422 million, respectively."}
-{"_id": "V20231307", "title": "V September 30, 2023", "text": "During fiscal 2023, 2022 and 2021, total operating lease cost was $129 million, $117 million and $111 million respectively. As of September 30, 2023 and 2022, the weighted-average remaining lease term for operating leases was approximately six years and the weighted-average discount rate for operating leases was 2.43% and 2.15%, respectively."}
-{"_id": "V20231320", "title": "V September 30, 2023", "text": "As of September 30, 2023, the present value of future minimum lease payments was as follows: ####Operating Leases ####(in millions) Fiscal:#### 2024##$##123 2025####111 2026####98 2027####76 2028####60 Thereafter####100 Total undiscounted lease payments####568 Less: imputed interest####(50) Present value of lease liabilities##$##518"}
-{"_id": "V20231321", "title": "V September 30, 2023", "text": "During fiscal 2023, 2022 and 2021, ROU assets obtained in exchange for lease liabilities was $82 million, $74 million and $96 million, respectively."}
-{"_id": "V20231323", "title": "V September 30, 2023", "text": "As of September 30, 2023, the Company had additional operating leases that had not yet commenced with lease obligations of $433 million. These operating leases will commence in fiscal 2024 with non-cancellable lease terms of 1 to 14 years."}
-{"_id": "V20231324", "title": "V September 30, 2023", "text": "VISA INC."}
-{"_id": "V20231356", "title": "V Note 10\u2014Debt", "text": "The Company had outstanding debt as follows: ######September 30,#### ####2023######2022 ##########(in millions, except percentages) U.S. dollar notes########## 2.80% Senior Notes due December 2022##$##\u2014####$##2,250 3.15% Senior Notes due December 2025####4,000######4,000 1.90% Senior Notes due April 2027####1,500######1,500 0.75% Senior Notes due August 2027####500######500 2.75% Senior Notes due September 2027####750######750 2.05% Senior Notes due April 2030####1,500######1,500 1.10% Senior Notes due February 2031####1,000######1,000 4.15% Senior Notes due December 2035####1,500######1,500 2.70% Senior Notes due April 2040####1,000######1,000 4.30% Senior Notes due December 2045####3,500######3,500 3.65% Senior Notes due September 2047####750######750 2.00% Senior Notes due August 2050####1,750######1,750 Euro notes########## 1.50% Senior Notes due June 2026####1,434######1,325 2.00% Senior Notes due June 2029####1,062######982 2.375% Senior Notes due June 2034####690######638 Total debt####20,936######22,945 Unamortized discounts and debt issuance costs####(159)######(173) Hedge accounting fair value adjustments(2)####(314)######(322) Total carrying value of debt##$##20,463####$##22,450 Reported as:########## Current maturities of debt##$##\u2014####$##2,250 Long-term debt####20,463######20,200 Total carrying value of debt##$##20,463####$##22,450"}
-{"_id": "V20231357", "title": "V Note 10\u2014Debt", "text": "(1)Effective interest rates disclosed do not reflect hedge accounting adjustments."}
-{"_id": "V20231358", "title": "V Note 10\u2014Debt", "text": "(2)Represents the fair value of interest rate swap agreements entered into on a portion of the outstanding senior notes. See Note 1\u2014Summary of Significant Accounting Policies and Note 13\u2014Derivative and Hedging Instruments."}
-{"_id": "V20231360", "title": "V Senior Notes", "text": "The Company\u2019s outstanding senior notes are senior unsecured obligations of the Company, ranking equally and ratably among themselves and with the Company\u2019s existing and future unsecured and unsubordinated debt. The senior notes are not secured by any assets of the Company and are not guaranteed by any of the Company\u2019s subsidiaries. As of September 30, 2023, the Company was in compliance with all related covenants. Each series of senior notes may be redeemed as a whole or in part at the Company\u2019s option at any time at specified redemption prices. In addition, each series of the Euro notes may be redeemed as a whole at specified redemption prices upon the occurrence of certain U.S. tax events."}
-{"_id": "V20231362", "title": "V Senior Notes", "text": "During fiscal 2023, the Company repaid $2.25 billion of principal upon maturity of its senior notes due December 2022."}
-{"_id": "V20231363", "title": "V Senior Notes", "text": "VISA INC."}
-{"_id": "V20231370", "title": "V September 30, 2023", "text": "As of September 30, 2023, future principal payments on the Company\u2019s outstanding debt were as follows: ################For the Years Ending September 30,############ ####2024####2025####2026####2027####2028####Thereafter####Total ################(in millions)############ Future principal payments##$##\u2014##$##\u2014##$##5,434##$##2,750##$##\u2014##$##12,752##$##20,936"}
-{"_id": "V20231372", "title": "V Commercial Paper Program", "text": "Visa maintains a commercial paper program to support its working capital requirements and for other general corporate purposes. Under the program, the Company is authorized to issue up to $3.0 billion in outstanding notes, with maturities up to 397 days from the date of issuance. As of September 30, 2023 and 2022, the Company had no outstanding obligations under the program."}
-{"_id": "V20231374", "title": "V Credit Facility", "text": "In May 2023, the Company entered into an amended and restated credit agreement for a five-year, unsecured $7.0 billion revolving credit facility, which will expire in May 2028. Interest on borrowings will be charged at the applicable reference rate or an alternative base rate as defined in the credit agreement based on the currency and type of the borrowing, plus an applicable margin based on the applicable credit rating of the Company\u2019s senior unsecured long-term debt. The Company has agreed to pay a commitment fee which will fluctuate based on such applicable rating of the Company. As of September 30, 2023, the Company was in compliance with all related covenants. This credit facility is maintained to ensure the integrity of the payment card settlement process and for general corporate purposes. As of September 30, 2023 and 2022, the Company had no amounts outstanding under the credit facility."}
-{"_id": "V20231377", "title": "V Defined Benefit and Other Postretirement Plans", "text": "The Company sponsors qualified and non-qualified defined benefit pension and other postretirement benefit plans that provide for retirement and medical benefits for all eligible employees residing in the U.S. The Company also sponsors other pension benefit plans that provide benefits for internationally-based employees at certain non-U.S. locations. The Company\u2019s defined benefit pension and other postretirement benefit plans are actuarially evaluated, incorporating various assumptions such as the discount rate and the expected rate of return on plan assets. Disclosures below include U.S. pension plans and certain non-U.S. pension plans. The Company uses a September 30 measurement date for its pension and other postretirement benefit plans."}
-{"_id": "V20231378", "title": "V Defined Benefit and Other Postretirement Plans", "text": "The U.S. pension plans are closed to new entrants and frozen. However, existing plan participants continue to earn interest credits on existing balances at the time of the freeze. Additionally, the Visa Europe plans are closed to new entrants. However, future benefits continue to accrue for active participants."}
-{"_id": "V20231379", "title": "V Defined Benefit and Other Postretirement Plans", "text": "The funded status of the Company\u2019s defined benefit pension plans is substantially recorded in other assets on the consolidated balance sheets and is measured as the difference between the fair value of plan assets and the accumulated benefit obligation. As of September 30, 2023 and 2022, for U.S. pension plans, the fair value of plan assets was $1.0 billion and $960 million, respectively, accumulated benefit obligation was $640 million and $663 million, respectively, and the funded status was $374 million and $297 million, respectively. As of September 30, 2023 and 2022, for non-U.S. pension plans, the fair value of plan assets was $317 million and $327 million, respectively, accumulated benefit obligation was $287 million and $278 million, respectively, and funded status was $30 million and $49 million, respectively."}
-{"_id": "V20231380", "title": "V Defined Benefit and Other Postretirement Plans", "text": "As of September 30, 2023 and 2022, the amount recognized in accumulated other comprehensive income (loss) before tax for U.S. pension plans was ($82) million and ($150) million, respectively. As of September 30, 2023 and 2022, the amount recognized in accumulated other comprehensive income (loss) before tax for non-U.S. pension plans was ($87) million and ($35) million, respectively."}
-{"_id": "V20231383", "title": "V Defined Contribution Plan", "text": "The Company sponsors a defined contribution plan, or 401(k) plan, that covers its employees residing in the U.S. In fiscal 2023, 2022 and 2021, personnel expenses included $192 million, $161 million, and $141 million,"}
-{"_id": "V20231384", "title": "V Defined Contribution Plan", "text": "VISA INC."}
-{"_id": "V20231387", "title": "V September 30, 2023", "text": "respectively, attributable to the Company\u2019s employees under the 401(k) plan. The Company\u2019s contributions to this 401(k) plan are funded on a current basis, and the related expenses are recognized in the period that the payroll expenses are incurred."}
-{"_id": "V20231389", "title": "V Note 12\u2014Settlement Guarantee Management", "text": "The Company indemnifies its clients for settlement losses suffered due to failure of any other client to fund its settlement obligations in accordance with the Visa operating rules. This indemnification creates settlement risk for the Company due to the difference in timing between the date of a payment transaction and the date of subsequent settlement."}
-{"_id": "V20231390", "title": "V Note 12\u2014Settlement Guarantee Management", "text": "Historically, the Company has experienced minimal losses as a result of its settlement risk guarantee. However, the Company\u2019s future obligations, which could be material under its guarantees, are not determinable as they are dependent upon future events."}
-{"_id": "V20231391", "title": "V Note 12\u2014Settlement Guarantee Management", "text": "The Company\u2019s settlement exposure is limited to the amount of unsettled Visa payment transactions at any point in time, which vary significantly day to day. For fiscal 2023, the Company\u2019s maximum daily settlement exposure was $126.9 billion and the average daily settlement exposure was $77.1 billion."}
-{"_id": "V20231400", "title": "V Note 12\u2014Settlement Guarantee Management", "text": "The Company maintains and regularly reviews global settlement risk policies and procedures to manage settlement exposure, which may require clients to post collateral if certain credit standards are not met. The Company held the following collateral to manage settlement exposure: ######September 30,#### ####2023######2022 ######(in millions)#### Restricted cash##$##3,005####$##2,342 Pledged securities####411######213 Letters of credit####1,738######1,582 Guarantees####1,047######950 Total##$##6,201####$##5,087"}
-{"_id": "V20231403", "title": "V Note 13\u2014Derivative and Hedging Instruments", "text": "As of September 30, 2023 and 2022, the aggregate notional amount of the Company\u2019s derivative contracts outstanding in its hedge program was $11.0 billion and $11.9 billion, respectively. As of September 30, 2023 and 2022, the aggregate notional amount of the derivative contracts not designated as hedging instruments was $0.8 billion and $1.5 billion, respectively."}
-{"_id": "V20231404", "title": "V Note 13\u2014Derivative and Hedging Instruments", "text": "VISA INC."}
-{"_id": "V20231422", "title": "V September 30, 2023", "text": "The following table shows the Company\u2019s derivative instruments at gross fair value: ########September 30,#### ##Balance Sheet Location####2023######2022(1) ########(in millions)#### Assets############ Designated as Hedging Instrument:############ Foreign exchange forward contracts##Prepaid expenses and other current assets##$##100####$##718 Cross-currency swaps##Other assets##$##178####$##378 Not Designated as Hedging Instrument:############ Foreign exchange forward contracts##Prepaid expenses and other current assets##$##15####$##35 Liabilities############ Designated as Hedging Instrument:############ Foreign exchange forward contracts##Accrued liabilities##$##66####$##49 Interest rate swaps##Other liabilities##$##314####$##322 Not Designated as Hedging Instrument:############ Foreign exchange forward contracts##Accrued liabilities##$##16####$##47"}
-{"_id": "V20231423", "title": "V September 30, 2023", "text": "(1)The fiscal 2022 amounts have been revised to conform to the fiscal 2023 presentation."}
-{"_id": "V20231424", "title": "V September 30, 2023", "text": "For fiscal 2023, 2022 and 2021, the Company recognized an increase (decrease) in earnings related to excluded forward points from forward contracts designated as net investment hedges and interest differentials from swap agreements of ($25) million, $151 million and $156 million, respectively."}
-{"_id": "V20231425", "title": "V September 30, 2023", "text": "Cash flow hedges. For fiscal 2023 and 2022, the Company recognized pre-tax net gains (losses) from cash flow hedges in other comprehensive income (loss) of ($126) million and $190 million, respectively. The amount recognized in other comprehensive income (loss) was not material for fiscal 2021."}
-{"_id": "V20231426", "title": "V September 30, 2023", "text": "The Company estimates that $46 million of pre-tax net gains related to cash flow hedges recorded in accumulated other comprehensive income (loss) as of September 30, 2023 will be reclassified into the consolidated statements of operations within the next 12 months."}
-{"_id": "V20231427", "title": "V September 30, 2023", "text": "Net investment hedges. For fiscal 2023, 2022 and 2021, the Company recognized pre-tax net gains (losses) in other comprehensive income (loss) related to net investment hedges of ($445) million, $845 million and $20 million, respectively. As of September 30, 2023 and 2022, the Company designated \u20ac3.0 billion and \u20ac1.2 billion, respectively, of Euro notes, a non-derivative financial instrument, as a hedge against a portion of the Company\u2019s Euro-denominated net investment in Visa Europe."}
-{"_id": "V20231429", "title": "V September 30, 2023", "text": "Credit and market risks. The Company\u2019s derivative financial instruments are subject to both credit and market risk. The Company monitors the credit-worthiness of the financial institutions that are counterparties to its derivative financial instruments and does not consider the risks of counterparty nonperformance to be significant. The Company mitigates this risk by entering into master netting agreements, and such agreements require each party to post collateral against its net liability position with the respective counterparty. As of September 30, 2023, the Company has received collateral of $91 million from counterparties, which is included in accrued liabilities on the consolidated balance sheets, and posted collateral of $47 million, which is included in prepaid expenses and other current assets on the consolidated balance sheets. Notwithstanding the Company\u2019s efforts to manage foreign exchange risk, there can be no absolute assurance that its hedging activities will adequately protect against the risks associated with foreign currency fluctuations. As of September 30, 2023, credit and market risks related to derivative instruments were not considered significant."}
-{"_id": "V20231430", "title": "V September 30, 2023", "text": "VISA INC."}
-{"_id": "V20231440", "title": "V Note 14\u2014Enterprise-wide Disclosures and Concentration of Business", "text": "The Company\u2019s long-lived net property and equipment and ROU assets are classified by major geographic areas as follows: ######September 30,#### ####2023######2022 ######(in millions)#### U.S.##$##1,286####$##1,312 International####544######531 Total##$##1,830####$##1,843"}
-{"_id": "V20231441", "title": "V Note 14\u2014Enterprise-wide Disclosures and Concentration of Business", "text": "Revenues by geographic market is primarily based on the location of the issuing financial institution. Net revenues earned in the U.S. were approximately 43%, 44% and 46% of total net revenues in fiscal 2023, 2022, and 2021, respectively. No individual country, other than the U.S., generated 10% or more of total net revenues in these years."}
-{"_id": "V20231442", "title": "V Note 14\u2014Enterprise-wide Disclosures and Concentration of Business", "text": "In fiscal 2023, 2022 and 2021, the Company had one client that accounted for 11%, 10% and 11% of its total net revenues, respectively."}
-{"_id": "V20231455", "title": "V Note 15\u2014Stockholders\u2019 Equity", "text": "As-converted class A common stock. The number of shares of each series and class, and the number of shares of class A common stock on an as-converted basis were as follows: ############September 30,########## ######2023############2022#### ##Shares Outstanding####Conversion Rate Into Class A Common Stock####As-converted Class A Common Stock(1)####Shares Outstanding####Conversion Rate Into Class A Common Stock####As-converted Class A Common Stock(1) ############(in millions, except conversion rate)########## Series A preferred stock##\u2014##(2)##100.0000####7####\u2014##(2)##100.0000####16 Series B preferred stock##2####2.9370####7####2####2.9710####7 Series C preferred stock##3####3.6290####11####3####3.6450####12 Class A common stock##1,594####\u2014####1,594####1,635####\u2014####1,635 Class B common stock##245####1.5875##(3)##390####245####1.6059##(3)##394 Class C common stock##10####4.0000####38####10####4.0000####39 Total##########2,047############2,103"}
-{"_id": "V20231456", "title": "V Note 15\u2014Stockholders\u2019 Equity", "text": "(1)Figures in the table may not recalculate exactly due to rounding. As-converted class A common stock is calculated based on unrounded numbers."}
-{"_id": "V20231457", "title": "V Note 15\u2014Stockholders\u2019 Equity", "text": "(2)The number of shares outstanding was less than one million."}
-{"_id": "V20231458", "title": "V Note 15\u2014Stockholders\u2019 Equity", "text": "(3)The class B to class A common stock conversion rate is presented on a rounded basis. Conversion calculations for dividend payments are based on a conversion rate rounded to the tenth decimal."}
-{"_id": "V20231459", "title": "V Note 15\u2014Stockholders\u2019 Equity", "text": "Series A preferred stock issuance. In July 2022, the Company issued 176,655 shares of series A preferred stock in connection with the Sixth Anniversary Release. See Note 5\u2014U.S. and Europe Retrospective Responsibility Plans."}
-{"_id": "V20231461", "title": "V Note 15\u2014Stockholders\u2019 Equity", "text": "Reduction in as-converted shares. Under the terms of the U.S. retrospective responsibility plan, when the Company funds the U.S. litigation escrow account, the value of the Company\u2019s class B common stock is subject to dilution through a downward adjustment to the rate at which shares of class B common stock ultimately convert into shares of class A common stock. See Note 5\u2014U.S. and Europe Retrospective Responsibility Plans."}
-{"_id": "V20231462", "title": "V Note 15\u2014Stockholders\u2019 Equity", "text": "VISA INC."}
-{"_id": "V20231471", "title": "V September 30, 2023", "text": "The following table presents the reduction in the number of as-converted class B common stock after deposits into the U.S. litigation escrow account under the U.S. retrospective responsibility plan for fiscal 2023 and 2022. There was no comparable adjustment recorded for class B common stock for fiscal 2021. ######For the Years Ended  September 30,#### ####2023######2022 ######(in millions, except per share data)#### Reduction in equivalent number of class A common stock####5######4 Effective price per share(1)##$##221.33####$##205.06 Deposits into the U.S. litigation escrow account##$##1,000####$##850"}
-{"_id": "V20231472", "title": "V September 30, 2023", "text": "(1)Effective price per share for the period represents the weighted-average price calculated using the effective prices per share of the respective adjustments made during the period. Effective price per share for each adjustment is calculated using the volume-weighted average price of the Company\u2019s class A common stock over a pricing period in accordance with the Company\u2019s current certificate of incorporation."}
-{"_id": "V20231473", "title": "V September 30, 2023", "text": "Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover VE territory covered losses through periodic adjustments to the class A common stock conversion rates applicable to the series B and C preferred stock, and is required to undertake periodic release assessments following the anniversary of the Visa Europe acquisition to determine if value should be released from the series B and C preferred stock. The recovery and any releases of value have the same economic effect on earnings per share as repurchasing the Company\u2019s class A common stock because it reduces the series B and C preferred stock conversion rates and consequently, reduces the as-converted class A common stock share count. See Note 5\u2014U.S. and Europe Retrospective Responsibility Plans."}
-{"_id": "V20231482", "title": "V September 30, 2023", "text": "The following table presents the reduction in the number of as-converted series B and C preferred stock after the Company recovered VE territory covered losses through conversion rate adjustments and completed its Sixth Anniversary Release: ##################For the Years Ended September 30,################ ######2023############2022##########2021###### ####Series B######Series C######Series B######Series C####Series B######Series C## ##################(in millions, except per share data)################ Reduction in equivalent number of class A common stock####\u2014##(1)####\u2014##(1)####8######10####\u2014##(1)####\u2014##(1) Effective price per share(2)##$##219.12####$##215.28####$##197.93####$##197.50##$##220.84####$##220.71## Recovery through conversion rate adjustment##$##19####$##11####$##135####$##6##$##35####$##20## Sixth Anniversary Release##$##\u2014####$##\u2014####$##1,510####$##1,982##$##\u2014####$##\u2014##"}
-{"_id": "V20231483", "title": "V September 30, 2023", "text": "(1)The reduction in equivalent number of shares of class A common stock was less than one million shares."}
-{"_id": "V20231484", "title": "V September 30, 2023", "text": "(2)Effective price per share for the period represents the weighted-average price calculated using the effective price per share of the respective adjustments made during the period. Effective price per share for each adjustment is calculated using the volume-weighted average price of the Company\u2019s class A common stock over a pricing period in accordance with the Company\u2019s current certificates of designations for its series B and C preferred stock."}
-{"_id": "V20231491", "title": "V September 30, 2023", "text": "Common stock repurchases. The following table presents share repurchases in the open market: ########For the Years Ended September 30,#### ####2023####2022####2021 ########(in millions, except per share data)#### Shares repurchased in the open market(1)####55####56####40 Average repurchase cost per share(2)##$##222.27##$##206.47##$##219.03 Total cost(2)##$##12,182##$##11,589##$##8,676"}
-{"_id": "V20231492", "title": "V September 30, 2023", "text": "(1)Shares repurchased in the open market reflect repurchases that settled during fiscal 2023, 2022 and 2021. All shares repurchased in the open market have been retired and constitute authorized but unissued shares."}
-{"_id": "V20231494", "title": "V September 30, 2023", "text": "(2)Figures in the table may not recalculate exactly due to rounding. Average repurchase cost per share and total cost are calculated based on unrounded numbers and include applicable taxes."}
-{"_id": "V20231495", "title": "V September 30, 2023", "text": "VISA INC."}
-{"_id": "V20231498", "title": "V September 30, 2023", "text": "In December 2021, the Company\u2019s board of directors authorized a $12.0 billion share repurchase program and in October 2022, authorized an additional $12.0 billion share repurchase program (October 2022 Program). As of September 30, 2023, the Company\u2019s October 2022 Program had remaining authorized funds of $5.0 billion. All share repurchase programs authorized prior to the October 2022 Program have been completed. In October 2023, the Company\u2019s board of directors authorized a new $25.0 billion share repurchase program, providing multi-year flexibility. These authorizations have no expiration date."}
-{"_id": "V20231499", "title": "V September 30, 2023", "text": "Dividends. In fiscal 2023, 2022 and 2021, the Company declared and paid dividends of $3.8 billion, $3.2 billion and $2.8 billion, respectively. On October 24, 2023, the Company\u2019s board of directors declared a quarterly cash dividend of $0.52 per share of class A common stock (determined in the case of class B and C common stock and series A, B and C preferred stock on an as-converted basis), payable on December 1, 2023, to all holders of record as of November 9, 2023."}
-{"_id": "V20231500", "title": "V September 30, 2023", "text": "Class B common stock. Under the current certificate of incorporation, the class B common stock is not convertible or transferable until the date on which all of the U.S. covered litigation has been finally resolved. This transfer restriction is subject to limited exceptions, including transfers to other holders of class B common stock. After termination of the restrictions, the class B common stock will be convertible into class A common stock if transferred to a person that was not a Visa Member (as defined in the current certificate of incorporation) or similar person or an affiliate of a Visa Member or similar person. Upon such transfer, each share of class B common stock will automatically convert into a number of shares of class A common stock based upon the applicable conversion rate in effect at the time of such transfer."}
-{"_id": "V20231501", "title": "V September 30, 2023", "text": "Adjustment of the conversion rate occurs upon: (i) the completion of any follow-on offering of class A common stock completed to increase the size of the U.S. litigation escrow account (or any cash deposit by the Company in lieu thereof) resulting in a further corresponding decrease in the conversion rate; or (ii) the final resolution of the U.S. covered litigation and the release of funds remaining on deposit in the U.S. litigation escrow account to the Company resulting in a corresponding increase in the conversion rate. See Note 5\u2014U.S. and Europe Retrospective Responsibility Plans."}
-{"_id": "V20231502", "title": "V September 30, 2023", "text": "In September 2023, the Company announced that it was engaging with its common stockholders on the subject of potential amendments to the certificate of incorporation that, if proposed, approved and implemented, would authorize Visa to conduct an exchange offer program that would have the effect of releasing transfer restrictions on portions of Visa\u2019s Class B common stock prior to the final resolution of the U.S. covered litigation."}
-{"_id": "V20231503", "title": "V September 30, 2023", "text": "Class C common stock. There are no existing transfer restrictions on class C common stock."}
-{"_id": "V20231504", "title": "V September 30, 2023", "text": "Preferred stock. In connection with the Visa Europe acquisition, three series of preferred stock of the Company were created. Upon issuance, all of the preferred stock participate on an as-converted basis in regular quarterly cash dividends declared on the Company\u2019s class A common stock. Preferred stock may be issued as redeemable or non-redeemable, and has preference over any class of common stock with respect to the payment of dividends and distribution of the Company\u2019s assets in the event of a liquidation or dissolution."}
-{"_id": "V20231505", "title": "V September 30, 2023", "text": "The series B and C preferred stock is convertible upon certain conditions into shares of class A common stock or series A preferred stock. The shares of series B and C preferred stock are subject to restrictions on transfer and may become convertible in stages based on developments in the VE territory covered litigation. The shares of series B and C preferred stock will become fully convertible on the 12th anniversary of the closing of the Visa Europe acquisition, subject only to a holdback to cover any then-pending claims. Upon any such conversion of the series B and C preferred stock (whether by such 12th anniversary, or thereafter with respect to claims pending on such anniversary), the conversion rate would be adjusted downward and the holder would receive either class A common stock or series A preferred stock (for those who are not eligible to hold class A common stock pursuant to the Company\u2019s certificate of incorporation). The conversion rates may also be reduced from time to time to offset certain liabilities."}
-{"_id": "V20231507", "title": "V September 30, 2023", "text": "The series A preferred stock, generally designed to be economically equivalent to the Company\u2019s class A common stock, is freely transferable and each share of series A preferred stock will automatically convert into 100 shares of class A common stock upon a transfer to any holder that is eligible to hold class A common stock under the charter. See Note 5\u2014U.S. and Europe Retrospective Responsibility Plans."}
-{"_id": "V20231508", "title": "V September 30, 2023", "text": "VISA INC."}
-{"_id": "V20231511", "title": "V September 30, 2023", "text": "Voting rights. The holders of the series B and C preferred stock have no right to vote on any matters, except for certain defined matters, including, in specified circumstances, any consolidation, merger, combination or similar transaction of the Company in which the preferred stockholders would either (i) receive shares of common stock or other equity securities of the Company with preferences, rights and privileges that are not substantially identical to the preferences, rights and privileges of the applicable series of preferred stock or (ii) receive securities, cash or other property that is different from what the Company\u2019s class A common stockholders would receive. With respect to these limited matters on which the holders of preferred stock may vote, approval by the preferred stockholders requires the affirmative vote of the outstanding voting power of each such series of preferred stock, each such series voting as a single class. In either case, the series B and C preferred stockholders are entitled to cast a number of votes equal to the number of shares held by each such holder. Holders of the series A preferred stock, upon issuance at conversion, will have similar voting rights to the rights of the holders of the series B and C preferred stock."}
-{"_id": "V20231513", "title": "V September 30, 2023", "text": "Class A common stockholders have the right to vote on all matters on which stockholders generally are entitled to vote. Class B and C common stockholders have no right to vote on any matters, except for certain defined matters, including (i) any decision to exit the core payments business, in which case the class B and C common stockholders will vote together with the class A common stockholders in a single class, (ii) in specified circumstances, any consolidation, merger, combination or similar transaction of the Company, in which case the class B and C common stockholders will vote together as a single class, and (iii) the approval of certain amendments to the Company\u2019s certificate of incorporation, in which case class A, B and C common stockholders will vote as a separate class, including if such amendments affect the terms of class B or C common stock. In these cases, the class B and C common stockholders are entitled to cast a number of votes equal to the number of shares of class B or C common stock held multiplied by the applicable conversion rate in effect on the record date. Holders of the Company\u2019s common stock have no right to vote on any amendment to the current certificate of incorporation that relates solely to any series of preferred stock."}
-{"_id": "V20231514", "title": "V September 30, 2023", "text": "VISA INC."}
-{"_id": "V20231526", "title": "V Note 16\u2014Earnings Per Share", "text": "The following table presents earnings per share for fiscal 2023: ######Basic Earnings Per Share############Diluted Earnings Per Share###### ####Income Allocation (A)(1)##Weighted- Average Shares Outstanding (B)####Earnings per Share = (A)/(B)(2)######Income Allocation (A)(1)##Weighted- Average Shares Outstanding (B)######Earnings per Share = (A)/(B)(2) ############(in millions, except per share data)############ Class A common stock##$##13,415##1,618##$##8.29####$##17,273##2,085##(3)##$##8.28 Class B common stock####3,254##245##$##13.26####$##3,251##245####$##13.24 Class C common stock####320##10##$##33.17####$##319##10####$##33.13 Participating securities####284##Not presented####Not presented####$##284##Not presented######Not presented Net income##$##17,273####################"}
-{"_id": "V20231535", "title": "V Note 16\u2014Earnings Per Share", "text": "The following table presents earnings per share for fiscal 2022: ######Basic Earnings Per Share############Diluted Earnings Per Share###### ####Income Allocation (A)(1)##Weighted- Average Shares Outstanding (B)####Earnings per Share = (A)/(B)(2)######Income Allocation (A)(1)##Weighted- Average Shares Outstanding (B)######Earnings per Share = (A)/(B)(2) ############(in millions, except per share data)############ Class A common stock##$##11,569##1,651##$##7.01####$##14,957##2,136##(3)##$##7.00 Class B common stock####2,781##245##$##11.33####$##2,778##245####$##11.31 Class C common stock####280##10##$##28.03####$##280##10####$##28.00 Participating securities####327##Not presented####Not presented####$##326##Not presented######Not presented Net income##$##14,957####################"}
-{"_id": "V20231544", "title": "V Note 16\u2014Earnings Per Share", "text": "The following table presents earnings per share for fiscal 2021: ######Basic Earnings Per Share############Diluted Earnings Per Share###### ####Income Allocation (A)(1)##Weighted- Average Shares Outstanding (B)####Earnings per Share = (A)/(B)(2)######Income Allocation (A)(1)##Weighted- Average Shares Outstanding (B)######Earnings per Share = (A)/(B)(2) ############(in millions, except per share data)############ Class A common stock##$##9,527##1,691##$##5.63####$##12,311##2,188##(3)##$##5.63 Class B common stock####2,244##245##$##9.14####$##2,242##245####$##9.13 Class C common stock####237##10##$##22.53####$##236##10####$##22.51 Participating securities####303##Not presented####Not presented####$##303##Not presented######Not presented Net income##$##12,311####################"}
-{"_id": "V20231545", "title": "V Note 16\u2014Earnings Per Share", "text": "(1)The weighted-average number of shares of as-converted class B common stock used in the income allocation was 392 million, 397 million and 398 million for fiscal 2023, 2022 and 2021, respectively. The weighted-average number of shares of as-converted class C common stock used in the income allocation was 39 million, 40 million and 42 million for fiscal 2023, 2022 and 2021, respectively. The weighted-average number of shares of preferred stock included within participating securities was 10 million, 8 million and 12 million of as-converted series A preferred stock for fiscal 2023, 2022 and 2021, respectively, 7 million, 14 million and 16 million of as-converted series B preferred stock for fiscal 2023, 2022 and 2021, respectively, and 11 million, 20 million and 22 million of as-converted series C preferred stock for fiscal 2023, 2022 and 2021, respectively."}
-{"_id": "V20231546", "title": "V Note 16\u2014Earnings Per Share", "text": "(2)Figures in the table may not recalculate exactly due to rounding. Basic and diluted earnings per share are calculated based on unrounded numbers."}
-{"_id": "V20231548", "title": "V Note 16\u2014Earnings Per Share", "text": "(3)Weighted-average diluted shares outstanding are calculated on an as-converted basis, and include incremental common stock equivalents, as calculated under the treasury stock method. The common stock equivalents are not material for each of fiscal 2023, 2022 and 2021."}
-{"_id": "V20231549", "title": "V Note 16\u2014Earnings Per Share", "text": "VISA INC."}
-{"_id": "V20231554", "title": "V Equity Incentive Compensation Plan", "text": "The Company\u2019s 2007 Amended and Restated Equity Incentive Compensation Plan (EIP) authorizes the compensation committee of the board of directors to grant non-qualified stock options (options), RSUs, performance-based shares and restricted stock awards to its employees and non-employee directors, for up to 198 million shares of class A common stock. Shares available for grant may be either authorized and unissued or previously issued shares subsequently acquired by the Company. Under the EIP, shares withheld for taxes, or shares used to pay the exercise or purchase price of an award, shall not again be available for future grant. The EIP will continue to be in effect until all of the common stock available under the EIP is delivered and all restrictions on those shares have lapsed, unless the EIP is terminated earlier by the Company\u2019s board of directors."}
-{"_id": "V20231555", "title": "V Equity Incentive Compensation Plan", "text": "For fiscal 2023, 2022 and 2021, the Company recorded share-based compensation cost related to the EIP of $734 million, $571 million and $518 million, respectively, in personnel expense on its consolidated statements of operations. The related tax benefits for fiscal 2023, 2022 and 2021 were $112 million, $82 million and $73 million, respectively."}
-{"_id": "V20231557", "title": "V Options", "text": "Options issued under the EIP expire 10 years from the date of grant and primarily vest ratably over three years from the date of grant, subject to earlier vesting in full under certain conditions."}
-{"_id": "V20231565", "title": "V Options", "text": "The fair value of each stock option was estimated on the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions: ##########For the Years Ended September 30,######## ####2023######2022######2021## Expected term (in years)(1)####4.17######4.11######4.07## Risk-free rate of return(2)####4.0##%####1.1##%####0.3##% Expected volatility(3)####28.6##%####27.1##%####25.1##% Expected dividend yield(4)####0.8##%####0.7##%####0.6##% Fair value per option granted##$####57.31##$####43.16##$####39.51"}
-{"_id": "V20231566", "title": "V Options", "text": "(1)Based on Visa\u2019s historical exercise experience."}
-{"_id": "V20231567", "title": "V Options", "text": "(2)Based on the zero-coupon U.S. Treasury constant maturity yield curve, continuously compounded over the expected term of the awards."}
-{"_id": "V20231568", "title": "V Options", "text": "(3)Based on the Company\u2019s implied and historical volatilities."}
-{"_id": "V20231570", "title": "V Options", "text": "(4)Based on the Company\u2019s annual dividend rate on the date of grant."}
-{"_id": "V20231571", "title": "V Options", "text": "VISA INC."}
-{"_id": "V20231583", "title": "V September 30, 2023", "text": "The following table summarizes the Company\u2019s option activity: ##Options####Weighted- Average Exercise Price Per Share##Weighted- Average Remaining Contractual Term (in years)####Aggregate Intrinsic Value(1) (in millions) Outstanding as of September 30, 2022##6,168,624##$##145.92###### Granted##798,017##$##211.09###### Forfeited##(32,358)##$##205.35###### Expired##(2,716)##$##191.77###### Exercised##(1,006,212)##$##98.54###### Outstanding as of September 30, 2023##5,925,355##$##162.40##5.96##$##401 Options exercisable as of September 30, 2023##4,241,861##$##144.75##5.01##$##362 Options exercisable and expected to vest as of September 30, 2023(2)##5,884,022##$##162.07##5.94##$##400"}
-{"_id": "V20231584", "title": "V September 30, 2023", "text": "(1)Calculated using the closing stock price on the last trading day of fiscal 2023 of $230.01, less the option exercise price, multiplied by the number of instruments."}
-{"_id": "V20231585", "title": "V September 30, 2023", "text": "(2)Applied a forfeiture rate to unvested options outstanding as of September 30, 2023 to estimate the options expected to vest in the future."}
-{"_id": "V20231586", "title": "V September 30, 2023", "text": "During fiscal 2023, 2022 and 2021, the total intrinsic value of options exercised was $134 million, $56 million and $124 million, respectively, and the tax benefit realized was $28 million, $11 million and $23 million, respectively. As of September 30, 2023, there was $25 million of total unrecognized compensation cost related to unvested options, which is expected to be recognized over a weighted-average period of approximately 0.38 year."}
-{"_id": "V20231588", "title": "V Restricted Stock Units", "text": "RSUs issued under the EIP primarily vest ratably over three years from the date of grant, subject to earlier vesting in full under certain conditions. Upon vesting, RSUs can be settled in class A common stock on a one-for-one basis or in cash, or a combination thereof, at the Company\u2019s option. The Company does not currently intend to settle any RSUs in cash. During the vesting period, RSU award recipients are eligible to receive dividend equivalents, but do not participate in the voting rights granted to the holders of the underlying class A common stock."}
-{"_id": "V20231589", "title": "V Restricted Stock Units", "text": "The fair value and compensation cost before estimated forfeitures is calculated using the closing price of class A common stock on the date of grant. During fiscal 2023, 2022 and 2021, the weighted-average grant date fair value of RSUs granted was $212.94, $204.73 and $209.00, respectively. During fiscal 2023, 2022 and 2021, the total grant date fair value of RSUs vested was $486 million, $380 million and $331 million, respectively."}
-{"_id": "V20231596", "title": "V Restricted Stock Units", "text": "The following table summarizes the Company\u2019s RSU activity: ##Units####Weighted- Average Grant Date Fair Value##Weighted- Average Remaining Contractual Term (in years)####Aggregate Intrinsic Value(1) (in millions) Outstanding as of September 30, 2022##5,794,320##$##203.23###### Granted##3,373,137##$##212.94###### Vested##(2,428,334)##$##200.33###### Forfeited##(321,726)##$##207.97###### Outstanding as of September 30, 2023##6,417,397##$##209.19##0.96##$##1,476"}
-{"_id": "V20231597", "title": "V Restricted Stock Units", "text": "(1)Calculated by multiplying the closing stock price on the last trading day of fiscal 2023 of $230.01 by the number of instruments."}
-{"_id": "V20231599", "title": "V Restricted Stock Units", "text": "As of September 30, 2023, there was $745 million of total unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of approximately 0.96 year."}
-{"_id": "V20231600", "title": "V Restricted Stock Units", "text": "VISA INC."}
-{"_id": "V20231604", "title": "V Performance-based Shares", "text": "For the Company\u2019s performance-based shares, in addition to service conditions, the ultimate number of shares to be earned depends on the achievement of both performance and market conditions. The performance condition is based on the Company\u2019s earnings per share target. The market condition is based on the Company\u2019s total shareholder return ranked against that of other companies that are included in the Standard & Poor\u2019s 500 Index."}
-{"_id": "V20231612", "title": "V Performance-based Shares", "text": "The fair value of each performance-based shares incorporating the market condition was estimated on the date of grant using a Monte Carlo simulation model with the following weighted-average assumptions: ##########For the Years Ended September 30,######## ####2023######2022######2021## Expected term (in years)####2.15######2.05######2.00## Risk-free rate of return(1)####4.4##%####0.5##%####0.2##% Expected volatility(2)####28.9##%####28.3##%####27.2##% Expected dividend yield(3)####0.8##%####0.8##%####0.6##% Fair value per performance-based share granted##$####221.32##$####186.50##$####229.81"}
-{"_id": "V20231613", "title": "V Performance-based Shares", "text": "(1)Based on the zero-coupon U.S. treasury constant maturity yield curve, continuously compounded over the expected term of the awards."}
-{"_id": "V20231614", "title": "V Performance-based Shares", "text": "(2)Based on the Company\u2019s implied and historical volatilities."}
-{"_id": "V20231615", "title": "V Performance-based Shares", "text": "(3)Based on the Company\u2019s annual dividend rate on the date of grant."}
-{"_id": "V20231616", "title": "V Performance-based Shares", "text": "Performance-based shares vest over three years and are subject to earlier vesting in full under certain conditions. During fiscal 2023, 2022 and 2021, the total grant date fair value of performance-based shares vested and earned was $44 million, $49 million and $47 million, respectively. Compensation cost for performance-based shares is initially estimated based on target performance. It is recorded net of estimated forfeitures and adjusted as appropriate throughout the performance period."}
-{"_id": "V20231623", "title": "V Performance-based Shares", "text": "The following table summarizes the maximum number of performance-based shares which could be earned and related activity: ##Shares####Weighted- Average Grant Date Fair Value##Weighted- Average Remaining Contractual Term (in years)####Aggregate Intrinsic Value(1) (in millions) Outstanding as of September 30, 2022##834,196##$##199.92###### Granted(2)##551,818##$##221.32###### Vested and earned##(219,523)##$##201.70###### Unearned##(167,989)##$##194.42###### Outstanding as of September 30, 2023##998,502##$##212.28##1.00##$##230"}
-{"_id": "V20231624", "title": "V Performance-based Shares", "text": "(1)Calculated by multiplying the closing stock price on the last trading day of fiscal 2023 of $230.01 by the number of instruments."}
-{"_id": "V20231625", "title": "V Performance-based Shares", "text": "(2)Represents the maximum number of performance-based shares which could be earned."}
-{"_id": "V20231627", "title": "V Performance-based Shares", "text": "As of September 30, 2023, there was $81 million of total unrecognized compensation cost related to unvested performance-based shares, which is expected to be recognized over a weighted-average period of approximately one year."}
-{"_id": "V20231628", "title": "V Performance-based Shares", "text": "VISA INC."}
-{"_id": "V20231636", "title": "V Note 18\u2014Commitments", "text": "The Company has software licenses throughout the world with varying expiration dates. As of September 30, 2023, future minimum payments on software licenses were as follows: ################For the Years Ending September 30,############ ####2024####2025####2026####2027####2028####Thereafter####Total ################(in millions)############ Software licenses##$##85##$##33##$##5##$##\u2014##$##\u2014##$##\u2014##$##123"}
-{"_id": "V20231644", "title": "V Note 19\u2014Income Taxes", "text": "The Company\u2019s income before income taxes by fiscal year consisted of the following: ########For the Years Ended September 30,#### ####2023####2022####2021 ########(in millions)#### U.S.##$##13,339##$##11,051##$##11,002 Non-U.S.####7,698####7,085####5,061 Total income before income taxes##$##21,037##$##18,136##$##16,063"}
-{"_id": "V20231645", "title": "V Note 19\u2014Income Taxes", "text": "For fiscal 2023, 2022 and 2021, U.S. income before income taxes included $4.2 billion, $3.6 billion, and $3.1 billion, respectively, of the Company\u2019s U.S. entities\u2019 income from operations outside of the U.S."}
-{"_id": "V20231661", "title": "V Note 19\u2014Income Taxes", "text": "Income tax provision by fiscal year consisted of the following: ########For the Years Ended September 30,#### ####2023####2022####2021 ########(in millions)#### Current:############ U.S. federal##$##2,630##$##2,166##$##1,943 State and local####293####104####69 Non-U.S.####1,324####1,245####869 Total current taxes####4,247####3,515####2,881 Deferred:############ U.S. federal####(339)####(231)####(57) State and local####(1)####(77)####(28) Non-U.S.####(143)####(28)####956 Total deferred taxes####(483)####(336)####871 Total income tax provision##$##3,764##$##3,179##$##3,752"}
-{"_id": "V20231662", "title": "V Note 19\u2014Income Taxes", "text": "VISA INC."}
-{"_id": "V20231685", "title": "V September 30, 2023", "text": "The following table presents the components of deferred tax assets and liabilities: ######September 30,#### ####2023######2022 ######(in millions)#### Deferred Tax Assets:########## Accrued compensation and benefits##$##212####$##172 Accrued litigation obligation####365######331 Client incentives####630######442 Net operating loss carryforwards####232######117 Comprehensive loss####72######21 Federal benefit of state taxes####125######133 Other####66######71 Valuation allowance####(149)######(120) Deferred tax assets####1,553######1,167 Deferred Tax Liabilities:########## Property, equipment and technology, net####(350)######(450) Intangible assets####(6,063)######(5,788) Unrealized gains on equity securities####(103)######(124) Foreign taxes####(25)######(50) Deferred tax liabilities####(6,541)######(6,412) Net deferred tax liabilities##$##(4,988)####$##(5,245)"}
-{"_id": "V20231686", "title": "V September 30, 2023", "text": "As of September 30, 2023 and 2022, net deferred tax assets of $126 million and $87 million, respectively, were reflected in other assets on the consolidated balance sheets."}
-{"_id": "V20231687", "title": "V September 30, 2023", "text": "In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible. The fiscal 2023 and 2022 valuation allowances relate primarily to foreign net operating losses from subsidiaries acquired in recent years."}
-{"_id": "V20231689", "title": "V September 30, 2023", "text": "As of September 30, 2023, the Company had $1.0 billion of foreign net operating loss carryforwards, which may be carried forward indefinitely."}
-{"_id": "V20231690", "title": "V September 30, 2023", "text": "VISA INC."}
-{"_id": "V20231705", "title": "V September 30, 2023", "text": "The following table presents a reconciliation of the income tax provision to the amount of income tax determined by applying the U.S. federal statutory income tax rate to income before income taxes: ################For the Years Ended September 30,############## ######2023##########2022##########2021#### ################(in millions, except percentages)############## U.S. federal income tax at statutory rate##$##4,418####21##%##$##3,809####21##%##$##3,373####21##% State income taxes, net of federal benefit####245####1##%####216####1##%####222####1##% Non-U.S. tax effect, net of federal benefit####(758)####(3##%)####(588)####(3##%)####(505)####(3##%) Remeasurement of deferred tax balances####\u2014####\u2014##%####\u2014####\u2014##%####1,007####6##% Reassessment of an uncertain tax position####(142)####(1##%)####\u2014####\u2014##%####\u2014####\u2014##% Conclusion of audits####\u2014####\u2014##%####\u2014####\u2014##%####(255)####(2##%) State tax apportionment position####\u2014####\u2014##%####(176)####(1##%)####\u2014####\u2014##% Other, net####1####\u2014##%####(82)####\u2014##%####(90)####\u2014##% Income tax provision##$##3,764####18##%##$##3,179####18##%##$##3,752####23##%"}
-{"_id": "V20231708", "title": "V September 30, 2023", "text": "In fiscal 2023 and fiscal 2022, the effective income tax rates were 18% including the following: \u2022during fiscal 2023, a $142 million tax benefit related to prior years due to the reassessment of an uncertain tax position as a result of new information obtained during an ongoing tax examination; and \u2022during fiscal 2022, a $176 million tax benefit related to prior years due to a decrease in the state apportionment ratio as a result of a tax position taken related to a ruling."}
-{"_id": "V20231712", "title": "V September 30, 2023", "text": "In fiscal 2022 and fiscal 2021, the effective income tax rates were 18% and 23%, respectively. The effective income tax rate in fiscal 2022 differs from the effective income tax rate in fiscal 2021 primarily due to the following: \u2022during fiscal 2022, a $176 million tax benefit related to prior years due to a decrease in the state apportionment ratio as a result of a tax position taken related to a ruling; \u2022during fiscal 2021, a $1.0 billion non-recurring, non-cash tax expense related to the remeasurement of UK deferred tax liabilities as a result of the increase in UK tax rate from 19% to 25%, effective April 1, 2023; and \u2022during fiscal 2021, $255 million of tax benefits recognized as a result of the conclusion of audits by taxing authorities."}
-{"_id": "V20231713", "title": "V September 30, 2023", "text": "As of September 30, 2023 and 2022, current income taxes receivable of $206 million and $190 million, respectively, were included in prepaid expenses and other current assets; non-current income taxes receivable of $961 million and $1.0 billion, respectively, were included in other assets; income taxes payable of $1.5 billion and $365 million, respectively, were included in accrued liabilities; and accrued income taxes of $1.9 billion and $2.3 billion, respectively, were included in other liabilities on the consolidated balance sheets."}
-{"_id": "V20231714", "title": "V September 30, 2023", "text": "The Company\u2019s operating hub in the Asia Pacific region is located in Singapore. It was subject to a tax incentive, effective October 1, 2008 through September 30, 2023, conditional upon meeting certain business operations and employment thresholds in Singapore. In fiscal 2023, 2022 and 2021, the tax incentive decreased Singapore tax by $468 million, $362 million and $273 million, and the gross benefit of the tax incentive on diluted earnings per share was $0.22, $0.17 and $0.12, respectively."}
-{"_id": "V20231716", "title": "V September 30, 2023", "text": "The Company is required to inventory, evaluate and measure all uncertain tax positions taken or to be taken on tax returns, and to record liabilities for the amount of such positions that may not be sustained, or may only partially be sustained, upon examination by the relevant taxing authorities."}
-{"_id": "V20231717", "title": "V September 30, 2023", "text": "VISA INC."}
-{"_id": "V20231720", "title": "V September 30, 2023", "text": "As of September 30, 2023, 2022 and 2021, the Company\u2019s total gross unrecognized tax benefits were $3.5 billion, $2.7 billion and $2.5 billion, respectively, exclusive of interest and penalties described below. Included in the $3.5 billion, $2.7 billion and $2.5 billion are $1.6 billion, $1.3 billion and $1.3 billion of unrecognized tax benefits, respectively, that if recognized, would reduce the effective tax rate in a future period."}
-{"_id": "V20231730", "title": "V September 30, 2023", "text": "The following table presents a reconciliation of beginning and ending unrecognized tax benefits by fiscal year: ####2023####2022####2021 ########(in millions)#### Balance as of beginning of period##$##2,683##$##2,488##$##2,579 Increase in unrecognized tax benefits related to prior years####515####10####34 Decrease in unrecognized tax benefits related to prior years####(190)####(143)####(386) Increase in unrecognized tax benefits related to current year####510####350####326 Decrease related to settlements with taxing authorities####(17)####(19)####(63) Reduction related to lapsing statute of limitations####(4)####(3)####(2) Balance as of end of period##$##3,497##$##2,683##$##2,488"}
-{"_id": "V20231731", "title": "V September 30, 2023", "text": "The increases in unrecognized tax benefits include refund claims filed during the year, an increase in gross timing differences, and various tax positions across several jurisdictions. The decrease in unrecognized tax benefits primarily includes the reassessment of an uncertain tax position as a result of new information obtained during an ongoing tax examination, as mentioned above."}
-{"_id": "V20231732", "title": "V September 30, 2023", "text": "In fiscal 2023, 2022 and 2021, the Company recognized $34 million, $15 million and $1 million of net interest expense, respectively, related to uncertain tax positions. In fiscal 2023 and 2021, the Company accrued no significant penalties and in fiscal 2022, the Company reversed accrued penalties of $31 million related to uncertain tax positions. As of September 30, 2023 and 2022, the Company had accrued interest of $271 million and $238 million, respectively, and no significant accrued penalties related to uncertain tax positions."}
-{"_id": "V20231733", "title": "V September 30, 2023", "text": "The Company\u2019s U.S. federal income tax returns for fiscal 2016 through 2018 are currently under examination. For fiscal 2008 through 2015, one unresolved issue related to an income tax deduction remains. During fiscal 2022, the Company completed the administrative appeals process for this issue without reaching a settlement with the Internal Revenue Service. The Company is evaluating its next steps. Except for the unresolved issue, the federal statute of limitations has expired for fiscal years prior to 2016."}
-{"_id": "V20231734", "title": "V September 30, 2023", "text": "The Company\u2019s California income tax returns for fiscal 2012 through 2015 are currently under examination and refund claims filed for fiscal 2006 through 2011 are currently under administrative appeal. Except for the refund claims, the California statute of limitations has expired for fiscal years prior to 2012."}
-{"_id": "V20231735", "title": "V September 30, 2023", "text": "The India tax authorities completed the assessment of the Company\u2019s income tax returns for the taxable years falling within the period from fiscal 2010 to 2021 and made certain adjustments. The Company objected to these adjustments and filed appeals to the appellate authorities."}
-{"_id": "V20231737", "title": "V September 30, 2023", "text": "The Company is also subject to examinations by various state and foreign tax authorities. All material state and foreign tax matters have been concluded for years through fiscal 2007. The timing and outcome of the final resolutions of the federal, state and foreign tax examinations and refund claims are uncertain. However, it is reasonably possible that the Company\u2019s net unrecognized tax benefits could decrease by approximately $400 million in the next 12 months."}
-{"_id": "V20231738", "title": "V September 30, 2023", "text": "VISA INC."}
-{"_id": "V20231742", "title": "V Note 20\u2014Legal Matters", "text": "The Company is party to various legal and regulatory proceedings. Some of these proceedings involve complex claims that are subject to substantial uncertainties and unascertainable damages. For those proceedings where a loss is determined to be only reasonably possible or probable but not estimable, the Company has disclosed the nature of the claim. Additionally, unless otherwise disclosed below with respect to these proceedings, the Company cannot provide an estimate of the possible loss or range of loss. Although the Company believes that it has strong defenses for the litigation and regulatory proceedings described below, it could, in the future, incur judgments or fines or enter into settlements of claims that could have a material adverse effect on the Company\u2019s financial position, results of operations or cash flows. From time to time, the Company may engage in settlement discussions or mediations with respect to one or more of its outstanding litigation matters, either on its own behalf or collectively with other parties."}
-{"_id": "V20231743", "title": "V Note 20\u2014Legal Matters", "text": "The litigation accrual is an estimate and is based on management\u2019s understanding of its litigation profile, the specifics of each case, advice of counsel to the extent appropriate and management\u2019s best estimate of incurred loss as of the balance sheet date."}
-{"_id": "V20231752", "title": "V Note 20\u2014Legal Matters", "text": "The following table summarizes the activity related to accrued litigation: ######For the Years Ended  September 30,#### ####2023######2022 ######(in millions)#### Balance as of beginning of period##$##1,456####$##983 Provision for uncovered legal matters####21######6 Provision for covered legal matters####1,024######885 Payments for legal matters####(750)######(418) Balance as of end of period##$##1,751####$##1,456"}
-{"_id": "V20231754", "title": "V Accrual Summary\u2014U.S. Covered Litigation", "text": "Visa Inc., Visa U.S.A. and Visa International are parties to certain legal proceedings that are covered by the U.S. retrospective responsibility plan, which the Company refers to as the U.S. covered litigation. An accrual for the U.S. covered litigation and a charge to the litigation provision are recorded when a loss is deemed to be probable and reasonably estimable. In making this determination, the Company evaluates available information, including but not limited to actions taken by the Company\u2019s litigation committee. The total accrual related to the U.S. covered litigation could be either higher or lower than the escrow account balance. See further discussion below under U.S. Covered Litigation and Note 5\u2014U.S. and Europe Retrospective Responsibility Plans."}
-{"_id": "V20231762", "title": "V Accrual Summary\u2014U.S. Covered Litigation", "text": "The following table summarizes the accrual activity related to U.S. covered litigation: ######For the Years Ended  September 30,#### ####2023######2022 ######(in millions)#### Balance as of beginning of period##$##1,441####$##881 Provision for interchange multidistrict litigation####906######861 Payments for U.S. covered litigation####(726)######(301) Balance as of end of period##$##1,621####$##1,441"}
-{"_id": "V20231764", "title": "V Accrual Summary\u2014U.S. Covered Litigation", "text": "During fiscal 2023, the Company recorded additional accruals of $906 million and deposited $1.0 billion into the U.S. litigation escrow account to address claims of certain merchants who opted out of the Amended Settlement Agreement (as described herein). The accrual balance is consistent with the Company\u2019s best estimate of its share of a probable and reasonably estimable loss with respect to the U.S. covered litigation. While this estimate is consistent with the Company\u2019s view of the current status of the litigation, the probable and reasonably estimable loss or range of such loss could materially vary based on developments in the litigation. The Company will continue"}
-{"_id": "V20231765", "title": "V Accrual Summary\u2014U.S. Covered Litigation", "text": "VISA INC."}
-{"_id": "V20231768", "title": "V September 30, 2023", "text": "to consider and reevaluate this estimate in light of the substantial uncertainties with respect to the litigation. The Company is unable to estimate a potential loss or range of loss, if any, at trial if negotiated resolutions cannot be reached."}
-{"_id": "V20231770", "title": "V Accrual Summary\u2014VE Territory Covered Litigation", "text": "Visa Inc., Visa International and Visa Europe are parties to certain legal proceedings that are covered by the Europe retrospective responsibility plan. Unlike the U.S. retrospective responsibility plan, the Europe retrospective responsibility plan does not have an escrow account that is used to fund settlements or judgments. The Company is entitled to recover VE territory covered losses through periodic adjustments to the conversion rates applicable to the series B and C preferred stock. An accrual for the VE territory covered losses and a reduction to stockholders\u2019 equity will be recorded when the loss is deemed to be probable and reasonably estimable. See further discussion below under VE Territory Covered Litigation and Note 5\u2014U.S. and Europe Retrospective Responsibility Plans."}
-{"_id": "V20231778", "title": "V Accrual Summary\u2014VE Territory Covered Litigation", "text": "The following table summarizes the accrual activity related to VE territory covered litigation: ######For the Years Ended  September 30,#### ####2023######2022 ######(in millions)#### Balance as of beginning of period##$##11####$##102 Provision for VE territory covered litigation####118######24 Payments for VE territory covered litigation####(19)######(115) Balance as of end of period##$##110####$##11"}
-{"_id": "V20231781", "title": "V Interchange Multidistrict Litigation (MDL) \u2013 Class Actions", "text": "Beginning in May 2005, a series of complaints (the majority of which were styled as class actions) were filed in U.S. federal district courts by merchants against Visa U.S.A., Visa International and/or Mastercard, and in some cases, certain U.S. financial institutions. The Judicial Panel on Multidistrict Litigation issued an order transferring the cases to the U.S. District Court for the Eastern District of New York (Court) for coordination of pre-trial proceedings in MDL 1720. A group of purported class plaintiffs subsequently filed amended and supplemental class complaints. The individual and class complaints generally challenged, among other things, Visa\u2019s and Mastercard\u2019s purported setting of interchange reimbursement fees, their \u201cno surcharge\u201d and honor-all-cards rules, alleged tying and bundling of transaction fees, and Visa\u2019s reorganization and IPO, under the federal antitrust laws and, in some cases, certain state unfair competition laws. The complaints sought money damages, declaratory and injunctive relief, attorneys\u2019 fees and, in one instance, an order that the IPO be unwound."}
-{"_id": "V20231782", "title": "V Interchange Multidistrict Litigation (MDL) \u2013 Class Actions", "text": "Visa Inc., Visa U.S.A., Visa International, Mastercard Incorporated, Mastercard International Incorporated, various U.S. financial institution defendants, and the class plaintiffs signed a settlement agreement (2012 Settlement Agreement) to resolve the class plaintiffs\u2019 claims. Pursuant to the 2012 Settlement Agreement, the Company deposited approximately $4.0 billion from the U.S. litigation escrow account and approximately $500 million attributable to interchange reductions for an eight-month period into court-authorized settlement accounts. Visa subsequently received from the Court and deposited into the Company\u2019s U.S. litigation escrow account \u201ctakedown payments\u201d of approximately $1.1 billion."}
-{"_id": "V20231784", "title": "V Interchange Multidistrict Litigation (MDL) \u2013 Class Actions", "text": "On June 30, 2016, the U.S. Court of Appeals for the Second Circuit vacated the lower court\u2019s certification of the merchant class, reversed the approval of the settlement, and remanded the case to the lower court for further proceedings."}
-{"_id": "V20231785", "title": "V Interchange Multidistrict Litigation (MDL) \u2013 Class Actions", "text": "VISA INC."}
-{"_id": "V20231788", "title": "V September 30, 2023", "text": "On remand, the district court entered an order appointing interim counsel for two putative classes of plaintiffs, a \u201cDamages Class\u201d and an \u201cInjunctive Relief Class.\u201d The plaintiffs purporting to act on behalf of the putative Damages Class subsequently filed a Third Consolidated Amended Class Action Complaint, seeking money damages and attorneys\u2019 fees, among other relief. A new group of purported class plaintiffs, acting on behalf of the putative Injunctive Relief Class, filed a class action complaint against Visa, Mastercard, and certain bank defendants seeking, among other things, an injunction against the setting of default interchange rates; against certain Visa operating rules relating to merchants, including the honor-all-cards rule; and against various transaction fees, including the fixed acquirer network fee, as well as attorneys\u2019 fees."}
-{"_id": "V20231789", "title": "V September 30, 2023", "text": "On September 17, 2018, Visa, Mastercard, and certain U.S. financial institutions reached an agreement with plaintiffs purporting to act on behalf of the putative Damages Class to resolve all Damages Class claims (Amended Settlement Agreement). The Amended Settlement Agreement supersedes the 2012 Settlement Agreement and includes, among other terms, a release from participating class members for liability arising out of conduct alleged by the Damages Class in the litigation, including claims that accrue no later than five years after the Amended Settlement Agreement becomes final. Participating class members will not release injunctive relief claims as a named representative or non-representative class member in the putative Injunctive Relief Class. The Amended Settlement Agreement also required an additional settlement payment from all defendants totaling $900 million, with the Company\u2019s share of $600 million paid from the Company\u2019s litigation escrow account established pursuant to the Company\u2019s retrospective responsibility plan. See Note 5\u2014U.S. and Europe Retrospective Responsibility Plans. The additional settlement payment was added to the approximately $5.3 billion previously deposited into settlement accounts by the defendants pursuant to the 2012 Settlement Agreement."}
-{"_id": "V20231790", "title": "V September 30, 2023", "text": "Certain merchants in the proposed settlement class objected to the settlement and/or submitted requests to opt out of the settlement class. On December 13, 2019, the district court granted final approval of the Amended Settlement Agreement, which was subsequently appealed. Based on the percentage of class members (by payment volume) that opted out of the class, $700 million was returned to defendants. Visa\u2019s portion of the takedown payment, approximately $467 million, was deposited into the U.S. litigation escrow account. On March 15, 2023, the U.S. Court of Appeals for the Second Circuit affirmed the final approval of the Amended Settlement Agreement by the district court. On August 3, 2023, the district court entered an order appointing a special master to resolve matters arising out of or relating to the Amended Settlement Agreement\u2019s plan of administration."}
-{"_id": "V20231791", "title": "V September 30, 2023", "text": "On May 29, 2020, a complaint was filed by Old Jericho Enterprise, Inc. against Visa and Mastercard on behalf of a purported class of gasoline retailers operating in 24 states and the District of Columbia. On April 28, 2021, a complaint was filed by Hayley Lanning and others, and on June 16, 2021, a complaint was filed by Camp Grounds Coffee and others, each against Visa and Mastercard on behalf of a purported class of merchants located in 25 states and the District of Columbia who have taken payment using the Square card acceptance service. Each of these complaints alleges violations of the antitrust laws of those jurisdictions and seeks recovery for plaintiffs as indirect purchasers. To the extent these plaintiffs\u2019 claims are not released by the Amended Settlement Agreement, Visa believes they are covered by the U.S. Retrospective Responsibility Plan."}
-{"_id": "V20231792", "title": "V September 30, 2023", "text": "On June 1, 2020, Visa, jointly with other defendants, served a motion for summary judgment regarding the claims in the Injunctive Relief Class complaint. The putative Injunctive Relief Class plaintiffs served a motion for partial summary judgment. On September 27, 2021, the district court certified without opt out rights an Injunctive Relief Class consisting of all merchants that accept Visa or Mastercard credit or debit cards in the United States at any time between December 18, 2020 and entry of final judgment."}
-{"_id": "V20231795", "title": "V Interchange Multidistrict Litigation (MDL) \u2013 Individual Merchant Actions", "text": "Since May 2013, more than 50 cases have been filed in or removed to various federal district courts by hundreds of merchants generally pursuing damages claims on allegations similar to those raised in MDL 1720. The cases name as defendants Visa Inc., Visa U.S.A., Visa International, Mastercard Incorporated and Mastercard International Incorporated, although some also include certain U.S. financial institutions as defendants. A number of the cases include allegations that Visa has monopolized, attempted to monopolize, and/or conspired to monopolize debit card-related market segments. Some of the cases seek an injunction against the setting of default interchange rates; certain Visa operating rules relating to merchants, including the honor-all-cards rule; and various transaction fees, including the fixed acquirer network fee. In addition, some cases assert that Visa, Mastercard and/or their member banks conspired to prevent the adoption of chip-and-PIN authentication in the U.S. or otherwise circumvent competition in the debit market. Certain individual merchants have filed amended complaints to, among other things, add claims for injunctive relief and update claims for damages."}
-{"_id": "V20231796", "title": "V Interchange Multidistrict Litigation (MDL) \u2013 Individual Merchant Actions", "text": "VISA INC."}
-{"_id": "V20231799", "title": "V September 30, 2023", "text": "In addition to the cases filed by individual merchants, Visa, Mastercard, and/or certain U.S. financial institution defendants in MDL 1720 filed complaints against certain merchants in the Eastern District of New York seeking, in part, a declaration that Visa\u2019s conduct did not violate federal or state antitrust laws."}
-{"_id": "V20231800", "title": "V September 30, 2023", "text": "The individual merchant actions described in this section have been either assigned to the judge presiding over MDL 1720, have been transferred, or are being considered for transfer by the Judicial Panel on Multidistrict Litigation for inclusion in MDL 1720. These individual merchant actions are U.S. covered litigation for purposes of the U.S. retrospective responsibility plan. See Note 5\u2014U.S. and Europe Retrospective Responsibility Plans."}
-{"_id": "V20231801", "title": "V September 30, 2023", "text": "Visa has reached settlements with a number of merchants representing approximately 72% of the Visa-branded payment card sales volume of merchants who opted out of the Amended Settlement Agreement with the Damages Class plaintiffs."}
-{"_id": "V20231802", "title": "V September 30, 2023", "text": "On June 1, 2020 and July 14, 2023, Visa, jointly with other defendants, served motions for summary judgment regarding the claims in certain of the individual merchant actions, as well as certain declaratory judgment claims brought by Visa, Mastercard, and some U.S. financial institutions. Plaintiffs in certain of the individual merchant actions served motions for partial summary judgment. On October 9, 2022, defendants\u2019 motion for summary judgment regarding damages for EMV-related chargebacks was denied."}
-{"_id": "V20231803", "title": "V September 30, 2023", "text": "The Company believes it has substantial defenses to the claims asserted in the putative class actions and individual merchant actions, but the final outcome of individual legal claims is inherently unpredictable. The Company could incur judgments, enter into settlements or revise its expectations regarding the outcome of merchants\u2019 claims, and such developments could have a material adverse effect on the Company\u2019s financial results in the period in which the effect becomes probable and reasonably estimable. While the U.S. retrospective responsibility plan is designed to address monetary liability in these matters, see Note 5\u2014U.S. and Europe Retrospective Responsibility Plans, judgments or settlements that require the Company to change its business practices, rules, or contractual commitments could adversely affect the Company\u2019s financial results."}
-{"_id": "V20231805", "title": "V Consumer Interchange Litigation", "text": "On December 30, 2022, a putative class action was filed in California state court against Visa, Mastercard, and certain financial institutions on behalf of all Visa and Mastercard cardholders in California who made a purchase using a Visa-branded or Mastercard-branded payment card in California from January 1, 2004. Plaintiffs primarily allege a conspiracy to fix interchange fees and seek injunctive relief, attorneys\u2019 fees and damages as direct and indirect purchasers based on alleged violations of California law. On January 11, 2023, plaintiffs filed an amended complaint asserting the same claims as asserted in the prior complaint. On January 30, 2023, Visa removed the action to federal court, and the Judicial Panel on Multidistrict Litigation subsequently issued an order transferring the case to MDL 1720. On June 15, 2023, plaintiffs\u2019 motion to remand the case to California state court was denied, and plaintiffs appealed. On July 28, 2023, defendants filed a motion to dismiss that appeal, which was granted on November 14, 2023."}
-{"_id": "V20231809", "title": "V Europe Merchant Litigation", "text": "Since July 2013, proceedings have been commenced by more than 1,150 Merchants (the capitalized term \u201cMerchant\u201d, when used in this section, means a Merchant together with subsidiary/affiliate companies that are party to the same claim) against Visa Europe, Visa Inc. and other Visa subsidiaries in the UK and other countries, primarily relating to interchange rates in Europe and, in some cases, relating to fees charged by Visa and certain Visa rules. They seek damages for alleged anti-competitive conduct in relation to one or more of the following types of interchange fees for credit and debit card transactions: UK domestic, Irish domestic, other European domestic, intra-European Economic Area and/or other inter-regional. As of the filing date, Visa has settled the claims asserted by over 175 Merchants, and there are approximately 900 Merchants with outstanding claims. In addition, over 30 Merchants have threatened to commence similar proceedings. Standstill agreements have been entered into with respect to some of those threatened Merchant claims, several of which have been settled. While the amount of interchange being challenged could be substantial, these claims have not yet been filed and their full scope is not yet known. The Company has learned that several additional European entities have indicated they may also bring similar claims, and the Company anticipates additional claims in the future."}
-{"_id": "V20231810", "title": "V Europe Merchant Litigation", "text": "VISA INC."}
-{"_id": "V20231813", "title": "V September 30, 2023", "text": "A trial took place from November 2016 to March 2017, relating to claims asserted by one Merchant. In judgments published in November 2017 and February 2018, the court found as to that Merchant that Visa\u2019s UK domestic interchange did not restrict competition, but that if it had been found to restrict competition, it would not be exemptible under applicable law. On July 4, 2018, the Court of Appeal overturned the lower court\u2019s rulings, finding that Visa\u2019s UK domestic interchange restricted competition and the question of whether Visa\u2019s UK domestic interchange was exempt from the finding of restriction under applicable law had been incorrectly decided. Following an appeal to the Supreme Court of the United Kingdom, on June 17, 2020, the Supreme Court found that Visa\u2019s UK domestic interchange restricted competition under applicable competition law. On September 30, 2021, Visa reached a confidential settlement agreement resolving one Merchant\u2019s claims."}
-{"_id": "V20231814", "title": "V September 30, 2023", "text": "On November 26, 2021, with respect to certain pending Merchant claims, the UK Competition Appeal Tribunal (CAT) found that UK and certain other domestic and intra-European Economic Area consumer interchange fees before the introduction of the Interchange Fee Regulation (IFR) were a restriction of competition, but that the question of whether those fees, along with inter-European Economic Area fees, are a restriction of competition after the introduction of the IFR would need to be resolved at trial. Whether any interchange fees are exempt from the finding of restriction under applicable law and the assessment of damages, if any, will also need to be considered at trial. On October 4, 2022, the UK Court of Appeal affirmed the CAT\u2019s ruling."}
-{"_id": "V20231815", "title": "V September 30, 2023", "text": "On June 1, 2022, two class action claims were filed against Visa with the CAT on behalf of UK businesses that accepted Visa-branded payment cards at any time since June 1, 2016, alleging that UK domestic, intra-European Economic Area, and inter-regional interchange fees on commercial credit cards, and inter-regional interchange fees on consumer cards, are anti-competitive. The Europe retrospective responsibility plan covers liabilities and losses relating to the covered period, which generally refers to the period before the closing of the Visa Europe acquisition. On June 8, 2023, the UK Competition Appeal Tribunal denied class certification in the two class action claims."}
-{"_id": "V20231816", "title": "V September 30, 2023", "text": "The full scope of potential damages is not yet known because not all Merchant claims have been served and Visa has substantial defenses. However, the claims that have been issued, served and/or preserved, seek several billion dollars in damages."}
-{"_id": "V20231818", "title": "V Other Litigation", "text": "On November 14, 2021, a motion to certify a class action was filed against Visa and Mastercard in the Israel Central District Court. The motion asserts that interchange fees on cross-border transactions in Israel and the Honor All Cards rule are anti-competitive and seeks damages and injunctive relief."}
-{"_id": "V20231822", "title": "V U.S. ATM Access Fee Litigation", "text": "National ATM Council Class Action. In October 2011, the National ATM Council and thirteen non-bank ATM operators filed a purported class action lawsuit against Visa (Visa Inc., Visa International, Visa U.S.A. and Plus System, Inc.) and Mastercard in the U.S. District Court for the District of Columbia. The complaint challenges Visa\u2019s rule (and a similar Mastercard rule) that if an ATM operator chooses to charge consumers an access fee for a Visa or Plus transaction, that fee cannot be greater than the access fee charged for transactions on other networks. Plaintiffs claim that the rule violates Section 1 of the Sherman Act and seek treble damages, injunctive relief, and attorneys\u2019 fees. On August 4, 2021, the district court granted plaintiffs\u2019 motion for class certification. On July 25, 2023, the U.S. Court of Appeals for the District of Columbia affirmed the district court\u2019s class certification decision, and on September 27, 2023, defendants\u2019 petition for rehearing en banc was denied."}
-{"_id": "V20231823", "title": "V U.S. ATM Access Fee Litigation", "text": "VISA INC."}
-{"_id": "V20231826", "title": "V September 30, 2023", "text": "Consumer Class Actions. In October 2011, a purported consumer class action was filed against Visa and Mastercard in the same federal court challenging the same ATM access fee rules. Two other purported consumer class actions challenging the rules, later combined, were also filed in October 2011 in the same federal court naming Visa, Mastercard and three financial institutions as defendants. Plaintiffs seek treble damages, restitution, injunctive relief, and attorneys\u2019 fees where available under federal and state law, including under Section 1 of the Sherman Act and consumer protection statutes. On August 4, 2021, the district court granted plaintiffs\u2019 motion for class certification in each case. On August 8, 2022, in the case in which the three financial institutions were named, the district court granted plaintiffs\u2019 motion for final approval of a class action settlement with those institutions and entered final judgments of dismissal as to those institutions. On July 25, 2023, the U.S. Court of Appeals for the District of Columbia affirmed the district court\u2019s class certification decision, and on September 27, 2023, defendants\u2019 petition for rehearing en banc was denied."}
-{"_id": "V20231828", "title": "V U.S. Department of Justice Civil Investigative Demand (2012)", "text": "On March 13, 2012, the Antitrust Division of the United States Department of Justice (Division) issued a Civil Investigative Demand (CID), to Visa Inc. seeking documents and information regarding a potential violation of Section 1 or 2 of the Sherman Act, 15 U.S.C. \u00a7\u00a7 1, 2. The CID focused on PIN-Authenticated Visa Debit and Visa\u2019s competitive responses to the Dodd-Frank Act, including Visa\u2019s fixed acquirer network fee. Visa has cooperated with the Division in connection with the CID."}
-{"_id": "V20231830", "title": "V Pulse Network", "text": "On November 25, 2014, Pulse Network LLC filed suit against Visa Inc. in federal district court in Texas, alleging that Visa has, among other things, monopolized and attempted to monopolize debit card network services markets. On August 29, 2022, Pulse filed an amended complaint, which makes similar allegations and seeks unspecified treble damages, attorneys\u2019 fees and injunctive relief, including to enjoin the fixed acquirer network fee structure, and Visa\u2019s agreements relating to debit with issuers, acquirers and merchants."}
-{"_id": "V20231832", "title": "V EMV Chip Liability Shift", "text": "Following their initial complaint filed on March 8, 2016, B&R Supermarket, Inc., d/b/a Milam\u2019s Market, and Grove Liquors LLC filed an amended class action complaint on July 15, 2016, against Visa Inc., Visa U.S.A., Mastercard, Discover, American Express, EMVCo and certain financial institutions in the U.S. District Court for the Northern District of California. The amended complaint asserts that defendants, through EMVCo, conspired to shift liability for fraudulent, faulty, or otherwise rejected payment card transactions from defendants to the purported class of merchants, defined as those merchants throughout the U.S. who have been subjected to the \u201cLiability Shift\u201d since October 2015. Plaintiffs claim that the \u201cLiability Shift\u201d violates Sections 1 and 3 of the Sherman Act and certain state laws, and seek treble damages, injunctive relief and attorneys\u2019 fees."}
-{"_id": "V20231833", "title": "V EMV Chip Liability Shift", "text": "EMVCo and the financial institution defendants were dismissed, and the matter was subsequently transferred to the U.S. District Court for the Eastern District of New York, which has clarified that this case is not part of MDL 1720. On August 28, 2020, the district court granted plaintiffs\u2019 motion for class certification. On November 30, 2022, Visa, jointly with other defendants, served a motion for summary judgment regarding the claims in the amended complaint and a motion to decertify the class."}
-{"_id": "V20231835", "title": "V Federal Trade Commission Civil Investigative Demand", "text": "On November 4, 2019, the Bureau of Competition of the United States Federal Trade Commission (Bureau) requested that Visa provide, on a voluntary basis, documents and information relating to an investigation as to whether Visa\u2019s actions inhibited merchant choice in the selection of debit payments networks in potential violation of the Durbin Amendment to the Dodd-Frank Wall Street Reform and Consumer Protection Act. On June 9, 2020, the Federal Trade Commission (FTC) issued a CID to Visa requesting additional documents and information. Visa has cooperated with the FTC in connection with the CID."}
-{"_id": "V20231838", "title": "V Euronet Litigation", "text": "On December 13, 2019, Euronet 360 Finance Limited, Euronet Polska Spolka z.o.o. and Euronet Services spol. s.r.o. (Euronet) served a claim in the UK alleging that certain rules affecting ATM access fees in Poland, the Czech Republic and Greece by Visa Inc. and Mastercard Incorporated, and certain of their subsidiaries, breach"}
-{"_id": "V20231839", "title": "V Euronet Litigation", "text": "VISA INC."}
-{"_id": "V20231842", "title": "V September 30, 2023", "text": "various competition laws. Euronet sought damages, costs, and injunctive relief to prevent the defendants from enforcing these rules. Visa reached a settlement with Euronet, and the claim against Visa has been dismissed."}
-{"_id": "V20231844", "title": "V European Commission Staged Digital Wallets Investigation", "text": "On June 26, 2020, the European Commission (EC) informed Visa that it opened a preliminary investigation into Visa\u2019s rules regarding staged digital wallets. On February 16, 2023, the EC notified Visa that the investigation has been closed."}
-{"_id": "V20231846", "title": "V German ATM Litigation", "text": "Beginning in December 2021, Visa was served with claims in Germany brought by German banks against Visa Europe and Visa Inc. The banks claim that Visa\u2019s ATM rules prohibiting the charging of access fees on domestic cash withdrawals are anti-competitive, and the majority seek damages. Visa has filed challenges to the jurisdiction of the German courts to hear these claims, one of which was denied and one of which was granted as to Visa Europe."}
-{"_id": "V20231848", "title": "V U.S. Department of Justice Civil Investigative Demand (2021)", "text": "On March 26, 2021, June 11, 2021, January 4, 2023, and May 2, 2023, the Antitrust Division of the U.S. Department of Justice (the Division) issued CIDs to Visa, seeking documents and information regarding a potential violation of Section 1 or 2 of the Sherman Act, 15 U.S.C. \u00a7\u00a7 1, 2. The CIDs focus on U.S. debit and competition with other payment methods and networks. Visa is cooperating with the Division in connection with the investigation."}
-{"_id": "V20231850", "title": "V Foreign Currency Exchange Rate Litigation", "text": "Following an initial class action complaint filed on July 9, 2021, an amended class action complaint was filed on December 6, 2021 against Visa in the U.S. District Court for the Northern District of California by several individuals on behalf of a purported nationwide class, and/or purported California, Washington, Massachusetts or New Jersey subclasses, of cardholders who conducted a transaction in a foreign currency. The amended complaint asserted claims for unjust enrichment and restitution as well as violations of the California Unfair Competition Law, the Washington Consumer Protection Act, the Massachusetts Consumer Protection Act, and the New Jersey Consumer Fraud Act. On December 21, 2022, plaintiffs filed a third amended complaint asserting the same claims. On August 30, 2023, the court granted Visa\u2019s motion to dismiss with prejudice and directed the clerk to close the case."}
-{"_id": "V20231853", "title": "V European Commission Client Incentive Agreements Investigation", "text": "On December 2, 2022, the EC informed Visa that it had opened a preliminary investigation into Visa\u2019s incentive agreements with clients. Visa is cooperating with the EC in connection with the investigation."}
-{"_id": "V20231854", "title": "V European Commission Client Incentive Agreements Investigation", "text": "Changes in and Disagreements with Accountants on Accounting and Financial Disclosures"}
-{"_id": "V20231855", "title": "V European Commission Client Incentive Agreements Investigation", "text": "Not applicable."}
-{"_id": "V20231858", "title": "V Evaluation of Disclosure Controls and Procedures", "text": "We maintain a system of disclosure controls and procedures (as defined in the Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)) that is designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC\u2019s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures."}
-{"_id": "V20231859", "title": "V Evaluation of Disclosure Controls and Procedures", "text": "Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of September 30, 2023, our disclosure controls and procedures were effective at the reasonable assurance level."}
-{"_id": "V20231861", "title": "V Management\u2019s Report on Internal Control over Financial Reporting", "text": "Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Management assessed the effectiveness of our internal control over financial reporting as of September 30, 2023 using the criteria set forth in Internal Control\u2014Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on management\u2019s assessment, management has concluded that our internal control over financial reporting was effective as of September 30, 2023."}
-{"_id": "V20231862", "title": "V Management\u2019s Report on Internal Control over Financial Reporting", "text": "The effectiveness of our internal control over financial reporting as of September 30, 2023, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included in Item 8 of this report."}
-{"_id": "V20231863", "title": "V Management\u2019s Report on Internal Control over Financial Reporting", "text": "Inherent Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting"}
-{"_id": "V20231864", "title": "V Management\u2019s Report on Internal Control over Financial Reporting", "text": "Our internal control over financial reporting is designed to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles. There are inherent limitations to the effectiveness of any system of internal control over financial reporting. These limitations include the possibility of human error, the circumvention or overriding of the system and reasonable resource constraints. Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements and instances of fraud. In addition, because we have designed our system of controls based on certain assumptions, which we believe are reasonable, about the likelihood of future events, our system of controls may not achieve its desired purpose under all possible future conditions. Accordingly, our disclosure controls and procedures provide reasonable assurance, but not absolute assurance, of achieving their objectives. Projections of any evaluation of effectiveness to future periods are subject to the risks discussed in Part I, Item 1A\u2014Risk Factors of this report."}
-{"_id": "V20231866", "title": "V Changes in Internal Control over Financial Reporting", "text": "In preparation for management\u2019s report on internal control over financial reporting, we documented and tested the design and operating effectiveness of our internal control over financial reporting. There have been no changes in our internal controls over financial reporting that occurred during our fourth quarter of fiscal 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting."}
-{"_id": "V20231868", "title": "V Other Information", "text": "(b) Trading Plans."}
-{"_id": "V20231873", "title": "V Disclosure Regarding Foreign Jurisdictions that Prevent Inspections", "text": "Not applicable."}
-{"_id": "V20231875", "title": "V Directors, Executive Officers and Corporate Governance", "text": "We will file a definitive proxy statement pursuant to Regulation 14A under the Exchange Act (Proxy Statement) no later than 120 days after the end of the fiscal year ended September 30, 2023. The information required by this item will be included in our Proxy Statement and is incorporated herein by reference."}
-{"_id": "V20231876", "title": "V Directors, Executive Officers and Corporate Governance", "text": "Our Code of Business Conduct and Ethics that is applicable to our directors, executive officers, senior financial officers, as well as our employees and contractors and our Corporate Governance Guidelines are available on the Investor Relations page of our website at investor.visa.com, under \u201cCorporate Governance.\u201d Printed copies of these documents are also available to stockholders without charge upon written request directed to Corporate Secretary, Visa Inc., P.O. Box 193243, San Francisco, California 94119 or corporatesecretary@visa.com."}
-{"_id": "V20231878", "title": "V Executive Compensation", "text": "The information required by this item will be included in our Proxy Statement and is incorporated herein by reference."}
-{"_id": "V20231879", "title": "V Executive Compensation", "text": "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters"}
-{"_id": "V20231880", "title": "V Executive Compensation", "text": "The information required by this item will be included in our Proxy Statement and is incorporated herein by reference."}
-{"_id": "V20231882", "title": "V Certain Relationships and Related Transactions, and Director Independence", "text": "The information required by this item will be included in our Proxy Statement and is incorporated herein by reference."}
-{"_id": "V20231885", "title": "V Principal Accountant Fees and Services", "text": "The information required by this Item will be included in our Proxy Statement and is incorporated herein by reference."}
-{"_id": "V20231888", "title": "V Exhibits and Financial Statement Schedules", "text": "The following documents are filed as part of this report: 1.Consolidated Financial Statements"}
-{"_id": "V20231889", "title": "V Exhibits and Financial Statement Schedules", "text": "See Index to Consolidated Financial Statements in Item 8 of this report."}
-{"_id": "V20231891", "title": "V 2.Consolidated Financial Statement Schedules", "text": "None."}
-{"_id": "V20231892", "title": "V 2.Consolidated Financial Statement Schedules", "text": "3.The following exhibits are filed as part of this report or, where indicated, were previously filed and are hereby incorporated by reference:"}
-{"_id": "V20231893", "title": "V 2.Consolidated Financial Statement Schedules", "text": "Refer to the Exhibit Index herein."}
-{"_id": "V20231896", "title": "V Form 10-K Summary", "text": "None."}
-{"_id": "V20231998", "title": "V EXHIBIT INDEX", "text": " ########Incorporated by Reference#### Exhibit##Exhibit####File####Exhibit##Filing Number##Description##Form##Number####Number##Date 2.1##Amended and Restated Transaction Agreement, dated as of May 10, 2016, between Visa Inc. and Visa Europe Limited ###8-K##001-33977####2.1##5/10/2016 3.1##Seventh Restated Certificate of Incorporation of Visa Inc.##8-K##001-33977####3.1##1/27/2021 3.2##Amended and Restated Bylaws of Visa Inc.##8-K##001-33977####3.2##8/5/2022 4.1##Form of stock certificate of Visa Inc.##S-4/A##333-143966####4.1##9/13/2007 4.2##Form of specimen certificate for class B common stock of Visa Inc.##8-A##000-53572####4.1##1/28/2009 4.3##Form of specimen certificate for class C common stock of Visa Inc.##8-A##000-53572####4.2##1/28/2009 4.4##Certificate of Designations of Series A Convertible Participating Preferred Stock of Visa Inc.##8-K##001-33977####3.1##6/21/2016 4.5##Certificate of Designations of Series B Convertible Participating Preferred Stock of Visa Inc.##8-K##001-33977####3.2##6/21/2016 4.6##Certificate of Designations of Series C Convertible Participating Preferred Stock of Visa Inc.##8-K##001-33977####3.3##6/21/2016 4.7##Indenture dated December 14, 2015 between Visa Inc. and U.S. Bank National Association##8-K##001-33977####4.1##12/14/2015 4.8##Form of 3.150% Senior Note due 2025##8-K##001-33977####4.5##12/14/2015 4.9##Form of 1.500% Senior Note due 2026##8-K##001-33977####4.1##6/1/2022 4.10##Form of 0.750% Senior Note due 2027##8-K##001-33977####4.1##8/17/2020 4.11##Form of 1.900% Senior Note due 2027##8-K##001-33977####4.1##4/2/2020 4.12##Form of 2.750% Senior Note due 2027##8-K##001-33977####4.2##9/11/2017 4.13##Form of 2.000% Senior Note due 2029##8-K##001-33977####4.2##6/1/2022 4.14##Form of 2.050% Senior Note due 2030##8-K##001-33977####4.2##4/2/2020 4.15##Form of 1.100% Senior Note due 2031##8-K##001-33977####4.2##8/17/2020 4.16##Form of 2.375% Senior Note due 2034##8-K##001-33977####4.3##6/1/2022 4.17##Form of 4.150% Senior Note due 2035##8-K##001-33977####4.6##12/14/2015 4.18##Form of 2.700% Senior Note due 2040##8-K##001-33977####4.3##4/2/2020 4.19##Form of 4.300% Senior Note due 2045##8-K##001-33977####4.7##12/14/2015 4.20##Form of 3.650% Senior Note due 2047##8-K##001-33977####4.3##9/11/2017 4.21##Form of 2.000% Senior Note due 2050##8-K##001-33977####4.3##8/17/2020 4.22+##Description of Securities########## 10.1##Form of Indemnity Agreement##10-Q##001-33977####10.1##1/31/2020 10.2##Amended and Restated Global Restructuring Agreement, dated August 24, 2007, by and among Visa Inc., Visa International Service Association, Visa U.S.A. Inc., Visa Europe Limited, Visa Canada Association, Inovant LLC, Inovant, Inc., Visa Europe Services, Inc., Visa International Transition LLC, VI Merger Sub, Inc., Visa USA Merger Sub Inc. and 1734313 Ontario Inc.##S-4/A##333-143966##Annex A##9/13/2007 10.3##Form of Escrow Agreement by and among Visa Inc., Visa U.S.A. Inc. and the escrow agent##S-4##333-143966##10.15##6/22/2007 10.4##Form of Framework Agreement by and among Visa Inc., Visa Europe Limited, Inovant LLC, Visa International Services Association and Visa U.S.A. Inc. \u2020##S-4/A##333-143966##10.17##7/24/2007 10.5##Amended and Restated Five Year Revolving Credit Agreement, dated as of May 31, 2023, by and among Visa Inc., Visa International Service Association, Visa U.S.A. Inc. and Visa Europe Limited, as borrowers, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank N.A., as syndication agent, and the lenders referred to therein ###10-Q##001-33977##10.1##07/26/2023 10.6##Form of Interchange Judgment Sharing Agreement by and among Visa International Service Association and Visa U.S.A. Inc., and the other parties thereto \u2020##S-4/A##333-143966##10.13##7/24/2007 10.7##Interchange Judgment Sharing Agreement Schedule##8-K##001-33977##10.2##2/8/2011 10.8##Amendment of Interchange Judgment Sharing Agreement##10-K##001-33977##10.10##11/20/2015 10.9##Form of Loss Sharing Agreement by and among Visa U.S.A. Inc., Visa International Service Association, Visa Inc. and various financial institutions##S-4/A##333-143966##10.14##7/24/2007 10.10##Loss Sharing Agreement Schedule##8-K##001-33977##10.1##2/8/2011 10.11##Amendment of Loss Sharing Agreement##10-K##001-33977##10.13##11/20/2015 10.12##Form of Litigation Management Agreement by and among Visa Inc., Visa International Service Association, Visa U.S.A. Inc. and the other parties thereto##S-4/A##333-143966##10.18##8/22/2007 10.13##Omnibus Agreement, dated February 7, 2011, regarding Interchange Litigation Judgment Sharing and Settlement Sharing by and among Visa Inc., Visa U.S.A. Inc., Visa International Service Association, Mastercard Incorporated, Mastercard International Incorporated and the parties thereto##8-K##001-33977##10.2##7/16/2012 10.14##Amendment, dated August 26, 2014, to the Omnibus Agreement regarding Interchange Litigation Judgment Sharing and Settlement Sharing by and among Visa Inc., Visa U.S.A. Inc., Visa International Service Association, Mastercard Incorporated, Mastercard International Incorporated and the parties thereto##10-K##001-33977##10.14##11/21/2014 10.15##Second Amendment, dated October 22, 2015, to Omnibus Agreement regarding Interchange Litigation Judgment Sharing and Settlement Sharing##10-K##001-33977##10.17##11/20/2015 10.16##Settlement Agreement, dated October 19, 2012, by and among Visa Inc., Visa U.S.A. Inc., Visa International Service Association, Mastercard Incorporated, Mastercard International Incorporated, various U.S. financial institution defendants, and the class plaintiffs to resolve the class plaintiffs\u2019 claims in the matter styled In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, No. 05-MD-1720##10-Q##001-33977##10.3##2/6/2013 10.17##Superseding and Amended Settlement Agreement, dated September 17, 2018, by and among Visa Inc., Visa U.S.A. Inc., Visa International Service Association, Mastercard Incorporated, Mastercard International Incorporated, various U.S. financial institution defendants, and the damages class plaintiffs to resolve the damages class plaintiffs\u2019 claims in the matter styled In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, No. 05-MD-1720##8-K##001-33977##10.1##9/18/2018 10.18##Loss Sharing Agreement, dated as of November 2, 2015, among the UK Members listed on Schedule 1 thereto, Visa Inc. and Visa Europe Limited##8-K##001-33977##10.1##11/2/2015 10.19##Litigation Management Deed, dated as of June 21, 2016, by and among the VE Member Representative, Visa Inc., the LMC Appointing Members, the UK&I DCC Appointing Members, the Europe DCC Appointing Members and the UK&I DCC Interested Members##8-K##001-33977##10.1##6/21/2016 10.20*##Visa 2005 Deferred Compensation Plan, effective as of August 12, 2015##10-K##001-33977##10.21##11/20/2015 10.21*##Visa Directors Deferred Compensation Plan, as amended and restated as of July 22, 2014##10-K##001-33977##10.17##11/21/2014 10.22*##Visa Inc. 2007 Equity Incentive Compensation Plan, amended and restated as of January 26, 2021##8-K##001-33977##10.22##1/27/2021 10.23*##Visa Inc. Incentive Plan, as amended and restated as of July 18, 2022##10-Q##001-33977##10.1##7/28/2022 10.24*##Visa Excess Thrift Plan, as amended and restated as of January 1, 2008##10-K##001-33977##10.31##11/21/2008 10.25*##Visa Excess Retirement Benefit Plan, as amended and restated as of January 1, 2008##10-K##001-33977##10.32##11/21/2008 10.26*##First Amendment, effective January 1, 2011, of the Visa Excess Retirement Benefit Plan, as amended and restated as of January 1, 2008##10-K##001-33977##10.34##11/18/2011 10.27*##Visa Inc. Executive Severance Plan, effective as of January 1, 2022##10-Q##001-33977##10.8##1/28/2022 10.28+*##Visa Executive Officer Cash Severance Policy, effective as of November 6, 2023######## 10.29+*##Visa Inc. Clawback Policy, as amended and restated November 1, 2023######## 10.30*##Visa Inc. 2015 Employee Stock Purchase Plan##DEF 14A##001-33977##Appendix B##12/12/2014 10.31*##Form of Visa Inc. 2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after November 1, 2014##10-K##001-33977##10.40##11/21/2014 10.32*##Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 2015##10-Q##001-33977##10.1##1/28/2016 10.33*##Form of Alternate Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 2015##10-K##001-33977##10.34##11/18/2021 10.34*##Form of Visa Inc. 2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after November 1, 2017##10-Q##001-33977##10.1##2/1/2018 10.35*##Form of Visa Inc. 2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after November 1, 2018##10-Q##001-33977##10.1##1/31/2019 10.36*##Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for the CEO for awards granted after November 1, 2018##10-Q##001-33977##10.2##1/31/2019 10.37*##Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for the CEO for awards granted after November 1, 2018##10-Q##001-33977##10.3##1/31/2019 10.38*##Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for the CEO for awards granted after November 1, 2018##10-Q##001-33977##10.4##1/31/2019 10.39*##Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for awards granted after November 1, 2018##10-Q##001-33977##10.5##1/31/2019 10.40*##Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 2018##10-Q##001-33977##10.6##1/31/2019 10.41*##Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after November 1, 2018##10-Q##001-33977##10.7##1/31/2019 10.42*##Form of Visa Inc. 2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after January 1, 2021##10-K##001-33977##10.44##11/18/2021 10.43*##Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for the CEO for awards granted after November 1, 2021##10-Q##001-33977##10.2##1/28/2022 10.44*##Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for the CEO for awards granted after November 1, 2021##10-Q##001-33977##10.3##1/28/2022 10.45*##Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for the CEO for awards granted after November 1, 2021##10-Q##001-33977##10.4##1/28/2022 10.46*##Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for awards granted after November 1, 2021##10-Q##001-33977##10.5##1/28/2022 10.47*##Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 2021##10-Q##001-33977##10.6##1/28/2022 10.48*##Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after November 1, 2021##10-Q##001-33977##10.7##1/28/2022 10.49*##Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after January 23, 2023##10-Q##001-33977##10.1##4/27/2023 10.50*##Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after January 23, 2023##10-Q##001-33977##10.2##4/27/2023 10.51*##Form of Alternate Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after January 23, 2023##10-Q##001-33977##10.3##4/27/2023 10.52*##Form of Amendment Notification to Stock Option and Performance Share Award Holders##10-Q##001-33977##10.4##4/27/2023 10.53*##Offer Letter and One-Time Cash Award Agreement, dated June 13, 2023, between Visa Inc. and Chris Suh##8-K##001-33977##99.2##06/20/2023 10.54*##Amended and Restated Aircraft Time Sharing Agreement, effective November 1, 2019, between Visa Inc. and Alfred F. Kelly, Jr.##10-K##001-33977##10.48##11/13/2019 10.55*##First Amendment to Amended and Restated Aircraft Time Sharing Agreement, dated January 30, 2023, between Visa and Alfred F. Kelly, Jr.##10-Q##001-33977##10.5##4/27/2023 10.56*##Aircraft Time Sharing Agreement, effective January 30, 2023, between Visa and Ryan McInerney##10-Q##001-33977##10.6##4/27/2023 21.1+##List of Significant Subsidiaries of Visa Inc.######## 23.1+##Consent of KPMG LLP, Independent Registered Public Accounting Firm######## 31.1+##Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer######## 31.2+##Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer######## 32.1+##Section 1350 Certification of Principal Executive and Financial Officer######## 101.INS+##Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH+##Inline XBRL Taxonomy Extension Schema Document 101.CAL+##Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF+##Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB+##Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE+##Inline XBRL Taxonomy Extension Presentation Linkbase Document 104+##Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)"}
-{"_id": "V20232000", "title": "V _______________", "text": "\u2020 Confidential treatment has been requested for portions of this agreement. A completed copy of the agreement, including the redacted portions, has been filed separately with the SEC."}
-{"_id": "V20232001", "title": "V _______________", "text": "* Management contract, compensatory plan or arrangement."}
-{"_id": "V20232004", "title": "V _______________", "text": "+ Filed or furnished herewith. # Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished."}
-{"_id": "V20232012", "title": "V SIGNATURES", "text": "Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. VISA INC.## By:##/s/ Ryan McInerney Name:##Ryan McInerney Title:##Chief Executive Officer Date:##November 15, 2023"}
-{"_id": "V20232042", "title": "V SIGNATURES", "text": "Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated: Signature##Title##Date /s/ Ryan McInerney##Chief Executive Officer and Director##November 15, 2023 Ryan McInerney##(Principal Executive Officer)## /s/ Chris Suh##Chief Financial Officer##November 15, 2023 Chris Suh##(Principal Financial Officer)## /s/ Peter M. Andreski##Global Corporate Controller, Chief Accounting Officer##November 15, 2023 Peter M. Andreski##(Principal Accounting Officer)## /s/ Alfred F. Kelly, Jr.##Executive Chairman##November 15, 2023 Alfred F. Kelly, Jr.#### /s/ John F. Lundgren##Lead Independent Director##November 15, 2023 John F. Lundgren#### /s/ Lloyd A. Carney##Director##November 15, 2023 Lloyd A. Carney#### /s/ Kermit R. Crawford##Director##November 15, 2023 Kermit R. Crawford#### /s/ Francisco Javier Ferna\u0301ndez-Carbajal##Director##November 15, 2023 Francisco Javier Ferna\u0301ndez-Carbajal#### /s/ Ramon Laguarta##Director##November 15, 2023 Ramon Laguarta#### /s/ Teri L. List##Director##November 15, 2023 Teri L. List#### /s/ Denise M. Morrison##Director##November 15, 2023 Denise M. Morrison#### /s/ Pamela Murphy##Director##November 15, 2023 Pamela Murphy#### /s/ Linda J. Rendle##Director##November 15, 2023 Linda J. Rendle#### /s/ Maynard G. Webb, Jr.##Director##November 15, 2023 Maynard G. Webb, Jr.####"}